1. Application

1.1 These Terms of Business (the Terms) govern access to and use of the Data provided or made available by Cleveland Alternative Data Limited, incorporated in England and Wales with company number 16234509 and registered office at Basement, 52 Cleveland Square, London, England W2 6DB trading as Data Purl (Data Purl). The person or entity purchasing, registering for or accessing the Data is the Customer.

1.2 If the Customer has entered into a separate written agreement with Data Purl governing the supply of Data or Services, the terms of that agreement shall prevail in the event of any inconsistency between it and these Terms. Otherwise, these Terms apply to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. The supply of any Data to the Customer does not constitute acceptance of any of the Customer’s terms and conditions.

1.3 By registering for an account, clicking to accept these Terms, signing an Order Form, placing an order for Credits or otherwise accessing the Data, the Customer agrees to be bound by these Terms.

1.4 Data Purl may require Customers to provide information about their identity and business activities on registration. Data Purl may assess a Customer's eligibility and refuse a registration and access to Data where Data Purl determines that it is necessary to do so to comply with Applicable Laws or third-party licensing restrictions.

1.5 In the course of providing access to the Data, Data Purl will collect and process personal data relating to the Authorised Users. Data Purl determines, amongst other things, what personal data is required to access the Data and how personal data is used to provide such access. Accordingly, Data Purl is the controller of that personal data and Data Purl shall process personal data in accordance with its Privacy Policy, available on the Data Purl website, and all Applicable Laws.

2. Definitions & Interpretation

2.1 In these Terms the following words have the following meanings:

Affiliate: any person or entity that directly or indirectly controls, is controlled by, or is under common control with another person or entity.

AI System: any large language model, machine learning model, foundation model, generative artificial intelligence system or other process commonly referred to as artificial intelligence (whether belonging to the Customer or a third party);

API: any application programming interface, application programming interface endpoint or other technical interface made available by Data Purl for accessing or retrieving Data.

Applicable Laws: each law, enactment, order, regulation, and mandatory or generally recognised industry code of conduct or guidelines in any applicable jurisdiction applicable to a party or any of its activities.

Authorised Users: those employees of the Customer who are authorised by the Customer and Data Purl to access and use the Data.

Contract: the agreement between the parties in relation to the supply of Services and Data, consisting of the Order Form and these Terms.

Credit: a prepaid unit purchased by the Customer which may be redeemed for Data.

Data: the data supplied by or on behalf of Data Purl as further described in the Order Form which may be a subscription or one-off purchase.

Data Feed: a data feed supplied electronically by Data Purl to the Customer, whether through an API, file transfer, other electronic delivery mechanism or otherwise.

Fee: the charges payable by the Customer to Data Purl as described in the Order Form.

Force Majeure: an event or sequence of events beyond a party's reasonable control preventing or delaying it from performing its obligations under the Contract and includes, but is not limited to war, terrorism, riot or civil commotion, strikes, lock outs or other industrial action, acts of or restrictions imposed by government or public authority, a party becoming at risk of, or being placed on, a sanctions list, failures of supply of services, explosion, fire, flood, natural disaster and breakdown or failure of equipment.

IP Rights: all patents, copyrights (including copyright in software), trade marks, trade, business and domain names, trade dress rights, rights in goodwill or to sue for passing off, design rights, database rights, and any other proprietary rights, in each case whether registered or unregistered.

Order Form: an order for Services, Credits or Data accepted by Data Purl, whether made through the Platform or proposal, quotation or other ordering mechanism accepted by Data Purl.

Permitted Purpose: the purposes for which the Customer is permitted to use the Services and Data under Condition 4 and the applicable Order Form.

Platform: the online portal, website or other online environment through which Data Purl makes Data available.

Services: provision of data whether through a Data Feed or through access to the Platform.

Subscription Period: the period during which access to the Data is available to the Customer.

2.2 Words in the singular include the plural and, in the plural, include the singular.

2.3 The headings shall not affect the interpretation of these Terms.

2.4 References to Conditions are references to the numbered provisions of these Terms.

2.5 Unless a right or remedy of a party is expressed to be an exclusive right or remedy, the exercise of it by a party is without prejudice to that party's other rights and remedies.

2.6 Any phrase introduced by the words including shall be construed as illustrative and shall not limit the generality of the related general words.

2.7 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension or re-enactment and includes any subordinate legislation for the time being in force made under it.

3. Access to the Data

3.1 Where the Customer purchases a Data Feed or access to the Platform, the Customer may access the Data during the applicable Subscription Period. A Customer with an active Data Feed subscription shall also be entitled to access the Data on the Platform during the Subscription Period. Where the Customer purchases a single Data download, the Customer may access and use that Data in accordance with Condition 4.3 and the applicable Order Form.

3.2 Data Purl may offer different Subscription Periods. The applicable Subscription Period, Services, Authorised User limit, and Fee shall be specified in the applicable Order Form. Unless the applicable Order Form states otherwise, a Subscription Period of 12-month shall automatically renew for successive 12-month periods on the same terms, subject to any applicable price increase under Condition 7.5, unless either party gives at least 30 days’ written notice of non-renewal before the end of the then-current Subscription Period.

3.3 Only Authorised Users may access the Service. The maximum number of Authorised Users that Data Purl authorises to access and use the Services shall not exceed the number of licenses agreed on the Order Form. In the event that the Customer requires that the number of Authorised Users exceeds the number of licenses set out in the Order Form, the Customer may purchase additional licenses for a pro-rated amount of the Fees. The Customer will ensure and procure that all Authorised Users will comply at all times with the terms of the Contract and the Customer will be responsible and liable for all acts and omissions of the Authorised Users.

3.4 The Customer will ensure and procure that Authorised Users must keep confidential their login details to access the Services and not share them with anyone else, including another Authorised User or an employee who has no right to access the Services. The Customer shall inform Data Purl immediately if it has any reason to believe that the login details of any Authorised Users have become known to any individuals not authorised to use them and/or if the Service is being used, or is likely to be used, in an unauthorised way. The Customer shall ensure that its Authorised Users follow and comply with Data Purl’s security processes and procedures including amending their password on request.

3.5 Authorised Users must be the Customer’s employees and may not include employees of another entity, including any Affiliate, unless expressly specified in the Order Form. The Customer must immediately notify Data Purl if any Authorised Users ceases to be an employee for any reason and there is no replacement Authorised User and Data Purl shall be entitled to cancel access to the Service through the Authorised Users’ login details.

3.6 Data Purl may provide free access to limited, delayed or lagged Data and may be subject to usage limits specified by Data Purl from time to time. Data Purl may withdraw, suspend, restrict or modify free access at any time.

3.7 Data Purl may freely use any anonymous data that it learns, acquires or obtains in connection with the Customer’s use of the Services in order to improve, review and analyse the Services, the Data and the Data Purl business, including by analysing engagement and usage patterns.

3.8 The Customer shall co-operate with any reasonable security or other checks or requests for information made by Data Purl from time to time. In addition, the Customer shall allow Data Purl to audit its use of the Services at any time, such audit to be conducted at Data Purl’s expense and on at least 15 days’ written prior notice. If any such audit reveals that any login details have been provided to an individual who is not an Authorised User then Data Purl may, without prejudice to any other rights or remedies, disable log in details without any liability and/or require payment of an amount equal to any underpayment and, in its sole discretion, an amount equal to the benefit received by the individual who is not an Authorised User.

4. Permitted Purpose

4.1 Subject to payment of all Fees and compliance with these Terms, Data Purl grants the Customer and its Authorised Users a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable Subscription Period or other applicable period to access and use the Services and Data solely for the Permitted Purpose.

4.2 Unless an Order Form expressly states otherwise, the Permitted Purpose means:

4.2.1 using the Data for the Customer’s internal business purposes;

4.2.2 inputting all or part of the Data into any AI System to generate any data or content, provided that (1) the AI System is part of a closed, secure environment; (2) the AI System is not competitive to Data Purl’s products; (3) if the AI System is external to the Customer, the AI System does not use the Data for the purposes of development, improvement, training, testing or supporting; (4) the output data and content is used only by the Customer in accordance with its right to use the Data pursuant to this the Contract; and (5) at Data Purl’s request, the Customer shall provide Data Purl with details of any third party owner of the AI System; and

4.2.3 including Data into presentations or reports prepared for the Customer’s clients, provided that: (1) the Data is used only to the extent reasonably necessary for the relevant presentation, report or analysis; (2) the underlying Data is not supplied separately to the client; (3) the client is not given access to the Services; and (4) the presentation, report or analysis does not permit the client to extract a substantial part of the Data.

4.3 Where the Customer purchases a single Data download, including an Excel file or chart, the Customer may retain and use that Data for the Permitted Purpose, subject to these Terms. For the avoidance of doubt, the Customer may not itself publish or sell a single Data download.

5. Restrictions on Use

5.1 The Customer hereby warrants, represents and undertakes to Data Purl that it shall not and shall procure that no third party shall:

5.1.1 make any use of the Services or Data other than for the Permitted Purpose;

5.1.2 except to the extent permitted by any Applicable Law which cannot be waived by agreement of the parties, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or Data;

5.1.3 except as expressly permitted under the Contract, attempt to modify, duplicate, create derivative works from, republish, transmit, or distribute the Services or Data in any form or media or by any means;

5.1.4 give access to the Services or Data to any person other than the Authorised Users;

5.1.5 remove, amend, add to or otherwise tamper with any trade marks, identifiers, notices, legends or disclaimers added by Data Purl to the Data;

5.1.6 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit or otherwise make the Services or Data available for resale in any manner;

5.1.7 use the Services or Data to compile, reconstruct, replicate or create a database, dataset, directory or other collection of information that reproduces or substitutes for the Data or any substantial part of it or to develop, offer for sale and/or sell any product that may compete with a product or service of Data Purl or any of its Affiliates;

5.1.8 frame or mirror any content forming part all or part of the Data;

5.1.9 use the Services or Data in any way that is contrary to any Applicable Law;

5.1.10 access or attempt to access the Services or Data using any robot, bot, spider, crawler, scraper, script, automated query, browser automation tool or other automated means;

5.1.11 other than through an API or as permitted in the Order Form, systematically or repeatedly extract, download, copy, collect or harvest Data or other content from the Platform, including by making repeated requests or downloads designed to circumvent usage limits, Credit requirements or other access controls; and/or

5.1.12 circumvent or attempt to circumvent authentication, technical restrictions, rate limits, access controls or other security measures.

5.2 Upon reasonable suspicion of the Customer’s misuse of the Services or Data, Data Purl and its nominees shall have the right to audit use of the Services or Data by the Customer. The Customer shall allow Data Purl and its nominees remote access to the software or systems where the Data is housed and access to personnel of the Customer at reasonable times for the purpose of the audit on at least 15 days’ written notice.

5.3 If there has been any breach of any part of this Condition 5 or any other unauthorised acts or omissions in relation to the Services or Data without prejudice to any other right or remedy Data Purl may have, Data Purl may (1) suspend availability of the Data until the breach or unauthorised act or omission has been remedied; and/or (2) charge the Customer for an amount equal to the fees it would have charged if such act or omission had been authorised; and/or (3) terminate the Contract.

5.4 The Customer shall not act in a way which could risk overloading, impairing or damaging the Service and supporting infrastructure. If at any time the Customer’s access to and/or use of the Service is excessive and as a result impacts on other clients’ ability to use the Service, Data Purl shall notify the Customer accordingly and the Customer shall promptly take appropriate steps to remedy such use. Data Purl reserves the right to increase the Fee due to any such excessive use.

6. Availability

6.1 Data Purl shall use reasonable endeavours to make the Services available at all times, but the Customer acknowledges that there may be occasions when access to the Services may be interrupted, including for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment.

6.2 Data Purl reserves the right to remove any content or features from the Services for any reason, without prior notice, and shall have no liability or responsibility to the Customer in any manner whatsoever in such circumstances, save to refund pro-rata any Fees paid in advance in respect of any significant content or features suspended or stopped that the Customer previously accessed and used except where the change or removal is required to comply with applicable laws. Data Purl shall calculate such pro-rata refund at its sole discretion, provided that it shall act reasonably in doing so.

7. Fees and Payment

7.1 In consideration for the license and supply of Data, the Customer shall pay to Data Purl the Fee as specified in the Order Form. The Fee shall be payable on such terms as are specified in the Order Form, and is not subject to any deductions, credits or other set-off. The Fee is non-refundable except as set out in Condition 6.2

7.2 The Fee is exclusive of any and all applicable sales and use taxes. The Customer is responsible for any taxes that the Customer is obligated to pay or that Data Purl may collect from the Customer or may be liable to pay in connection with the Contract, other than taxes on Data Purl’s income.

7.3 Without prejudice to any other rights and remedies available to Data Purl, Data Purl shall be entitled to charge the Customer interest on any overdue amount under the Contract accruing on a daily basis from the due date until the date of actual payment of the overdue amount whether before or after judgment and compounding every 90 days at the prime interest rate (as quoted in the Wall Street Journal, Eastern Edition) plus 2%.

7.4 If Data Purl has not received payment by the due date, and without prejudice to any other rights and remedies, Data Purl may, without liability to the Customer, suspend the Customer's access to Data.

7.5 Where a Subscription Period renews automatically, Data Purl may increase the Fee for the renewal by the higher of: (1) the annual increase in the UK Consumer Prices Index (CPI); and (2) 3%.

7.6 The Customer shall be entitled to purchase and use Credits for Data or Services identified by Data Purl as being available for purchase using Credits. Credits have no cash value, are non-transferable and may not be resold or otherwise made available to a third party. Credits must be used within 12 months of purchase. Data Purl may provide Credits free of charge for promotional, demonstration or evaluation purposes and such Credits must be used within 14 days after they are credited to the Customer's account.

8. Data Security

8.1 Data Purl shall use its reasonable commercial efforts to ensure that the Data delivered or made available to the Customer does not contain any virus or other malicious code at the time of delivery.

8.2 The Customer acknowledges and agrees that the Data is highly confidential, sensitive and commercially valuable and accordingly must be stored, treated and handled with utmost care and in accordance with this Condition 8 and all other parts of this Contract.

8.3 The Customer shall implement all appropriate technical and organisational security measures in accordance with good industry practice to protect the Data and to maintain the security, confidentiality and integrity of the Data and to ensure that Data is not affected by any hacking attacks or unauthorised access or disclosure.

8.4 The Customer shall immediately inform Data Purl if there has been any breach of security, unauthorised access or if any Data has been lost or damaged. The Customer shall in such situations take any reasonable remedial measures as Data Purl shall reasonably direct.

8.5 The Customer acknowledges and agrees that the Data comprises information compiled, selected, organised, analysed or prepared through the application of substantial time, skill, judgement and investment. No IP Rights in the Data or the Services shall transfer under the Contract and as between the parties all IP Rights in the Data and the Services belong to Data Purl.

9. Warranties

9.1 Each party warrants to the other that:

9.1.1 it has full power and has taken all necessary corporate action to enable it effectively to enter into and perform its obligations under this Contract;

9.1.2 this Contract when executed by the party will create obligations which are valid and binding on it and enforceable in accordance with its terms;

9.1.3 it is not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including the lists maintained by the United Nations Security Council, the US Government (including the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, the United Kingdom or other applicable government authority; and

9.1.4 its entry into and performance of the Contract will not constitute any breach of or default under Applicable Laws.

9.2 Subject to Condition 9.3, Data Purl warrants to the Customer that to the best of its knowledge and belief:

9.2.1 it has all the necessary rights and authority required to grant the rights and license in the Data granted to Customer under this Contract without conflict with the rights of any third party;

9.2.2 there is no personally identifiable data included in the Data;

9.2.3 there is no information that would affect the trading of a security and that has not already been made publicly available;

9.2.4 use by the Customer of the Services and Data as authorised under this Contract shall not infringe the IP Rights of any third party.

9.3 Except as expressly stated in the Contract, all warranties, representations, guarantees, conditions and terms whether express or implied by statute, common law, trade usage or otherwise, and whether written or oral, are expressly excluded to the fullest extent permissible by law including any warranty of fitness for a particular purpose, warranty of title or any warranty of completeness, accuracy or qualities or any reliance by the Customer on any opinion or statement included in the Services. Without prejudice to the generality this Condition 9.3, the Customer agrees that:

9.3.1 it is the Customer’s sole responsibility to ensure the Service meets the needs of its business and Authorised Users;

9.3.2 the Customer hereby assumes entire responsibility and liability for all results, information or data obtained from the use of the Services by the Customer, and any and all conclusions drawn from using the Services;

9.3.3 the Service is not intended to be relied on as definitive or complete, nor intended to constitute advice or recommendations on which the Customer should rely;

9.3.4 it is not reasonably practical for Data Purl to check the third party data that is used within the Services, and accordingly, Data Purl has no liability in respect of the Customer’s use of such third party data;

9.3.5 Data Purl does not warrant that the Customer's use of the Service will be uninterrupted or error-free and Data Purl is not responsible for any delays, delivery failures or any other loss or damage resulting from the transfer of Data over communications networks and facilities, including the internet;

9.3.6 the Data is not financial, investment or other advice or a recommendation or endorsement by Data Purl in respect of any investment, product or service. The Data should not be considered as information sufficient upon which to base an investment decision. The Customer shall be solely responsible for any opinions, recommendations, forecasts or other conclusions made or actions taken by the Customer based on the Data.

10. Compliance with laws

10.1 The Customer shall not export any Data to any jurisdiction without complying with any Applicable Law, including obtaining any export licenses where required.

10.2 The Customer shall not export any Data to:

10.2.1 any country with respect to which the UK, EU or the United States maintains trade sanctions prohibiting the shipment or provision of services, goods, technology or software;

10.2.2 anyone on or acting on behalf of or owned or controlled by an entity on the Specially Designated Nationals and Blocked Persons list maintained by the U.S. Treasury Department’s Office of Foreign Assets Control or the U.S. Commerce Department’s Denied Persons List or Entities List; or

10.2.3 anyone or for any purpose that would be prohibited under Applicable Law including nuclear, chemical or biological weapons proliferation.

11. Liability

11.1 FREE ACCESS TO SERVICES OR DATA IS PROVIDED WITHOUT CHARGE AND MAY COMPRISE LIMITED OR LAGGED DATA. TO THE MAXIMUM EXTENT PERMITTED BY LAW, FREE ACCESS IS PROVIDED WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND AND THE CUSTOMER USES SERVICES OR DATA MADE AVAILABLE FOR FREE AT ITS OWN RISK.

11.2 SUBJECT TO CONDITION 11.4, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER CAUSE OF ACTION REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE RELEVANT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

11.3 SUBJECT TO CONDITION 11.4, DATA PURL’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH A CONTRACT SHALL NOT EXCEED THE FEE PAID OR PAYABLE BY THE CUSTOMER UNDER THE RELEVANT ORDER FORM DURING THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.4 NOTHING IN THESE TERMS LIMITS THE CUSTOMER’S LIABILITY FOR MISUSE OR UNAUTHORISED USE OF THE SERVICES OR DATA; AND/OR A PARTY’S LIABILITY FOR (1) FRAUD OR FRAUDULENT MISREPRESENTATION; (2) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; OR (3) ANY LIABILITY WHICH CANNOT LAWFULLY BE LIMITED.

12. Termination

12.1 Without affecting any other right or remedy available to it, either party to the Contract may terminate it with immediate effect by giving written notice to the other party in the event that the other:

12.1.1 commits a material breach of the Contract that is not remediable, or (where the breach is capable of remedy) is not remedied within 30 (thirty) days after being required by notice to do so; or

12.1.2 (1) becomes insolvent or unable to pay its debts as they mature, (2) makes an assignment for the benefit of its creditors, (3) is dissolved or liquidated, or takes any corporate action for those purposes, (4) has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business, or (5) seeks relief or if proceedings are commenced against that other party, or on its behalf, under any bankruptcy, insolvency or debtors’ relief law and those proceedings have not been fully stayed within seven days or vacated or set aside within 30 days after the commencement of those proceedings.

12.2 Without affecting any other right or remedy available to it, Data Purl may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 3 (three) days after being notified in writing to make such payment. Data Purl may terminate or suspend free access to the Data at any time.

12.3 On termination of the Contract for whatever reason:

12.3.1 all licenses granted by Data Purl under this Contract shall immediately terminate, and in particular the Customer shall cease to access the Service;

12.3.2 subject to Conditions 12.3.3 and 12.3.4, the Customer shall immediately cease using the Data and permanently delete or purge any and all Data from its systems. The Customer shall on written request by Data Purl provide a written certificate signed by an authorised director of the Customer confirming its compliance with this Condition 12.3.2;

12.3.3 the Customer may store or archive one set of Data only to the extent and for so long as is necessary to comply with internal retention policies and procedures and regulatory requirements, provided the Customer does not otherwise use the Data;

12.3.4 the Customer shall be entitled to retain Data in any presentations or reports prepared for the Customer’s clients created by the Customer under Condition 4.2.3 or downloaded under Condition 4.3;

12.3.5 the Customer shall immediately pay all of Data Purl's outstanding unpaid invoices and interest; and

12.3.6 termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

12.4 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

13. Confidentiality

13.1 “Confidential Information” means all non-public information in any form, furnished or made available in connection with the Contract by or on behalf of one party (“Disclosing Party”) to the other (“Receiving Party”) which is marked confidential or would be understood by a reasonable person in the Receiving Party’s position to be confidential.

13.2 Except as expressly permitted under the Contract the Receiving Party will keep confidential the Disclosing Party’s Confidential Information, provided that either party may disclose the terms of the Contract to any potential or actual financing source, acquirer, attorney, accountant or agent.

13.3 The provisions of this Condition 13 shall not apply to any information if and to the extent such information (1) is or becomes public knowledge other than by breach of this Condition 13; (2) is in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party; (3) is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; (4) is independently developed without access to the Confidential Information; (5) is required to be disclosed by operation of law, government regulation, or order of a court of competent jurisdiction, providing the Receiving Party first gives written notice of such required disclosure to the other party to the extent that it is able to do so under Applicable Law; or (6) if the Receiving Party discloses the Disclosing Party’s Confidential Information to its employees, consultants, contractors or other representatives performing services in connection with the Contract, provided, that (i) such persons have a need to know and have been notified that such information is Confidential Information; and such persons have entered into binding obligations of confidentiality no less restrictive than those of the Contract.

13.4 The Disclosing Party shall be entitled to seek injunctive relief for any breach of Condition 13.

14. Force Majeure

14.1 A party will not be liable if delayed in or prevented from performing its obligations under the Contract due to Force Majeure, provided that it promptly notifies the other of the Force Majeure. If, due to Force Majeure, a party is unable to perform a material obligation and/or is delayed in or prevented from performing its obligations for a continuous period of more than 7 (seven) days, either party may terminate the Contract on notice without any liability.

14.2 The provisions of this Condition 14 shall not apply and will not be relied upon in relation to any obligation of the Customer to pay any sums due under the Contract.

15. General

15.1 The Contract together with the Order Form, constitutes the entire agreement between the Customer and Data Purl in relation to the license and supply of Data and supersedes all prior agreements with respect to the subject matter hereof. No waiver by Data Purl of any of the provisions of the Contract is effective unless explicitly set forth in writing and signed by Data Purl. Any failure or delay by Data Purl to enforce any provisions of the Contract shall not be construed as a waiver of any of Data Purl's rights or operate as a waiver of any subsequent breach.

15.2 If any term or provision of the Contract shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining terms or provisions shall not be affected.

15.3 Except as otherwise set forth herein, all notices required or permitted to be given pursuant to the Contract to the Customer shall be sent by e-mail to the Customer’s designated email address contained in the Order Form or as otherwise agreed in writing between the parties. All notices required or permitted to be given pursuant to the Contract to Data Purl shall be sent by e-mail to support@data-purl.com, Such notices (if given by e-mail) shall be deemed effective three hours from transmission. In addition, a party may also give notice in writing and will be deemed to be delivered and received (1) when personally delivered; (2) on the third business day after the date on which deposited with a nationally recognized overnight delivery service, sent to the address set forth on the Order Form or such other address as a party notifies to the other party.

15.4 Customer may not assign, sub-license or otherwise transfer any of its rights or obligations under the Contract, by operation of law or otherwise. Data Purl may at any time assign, sub-license or otherwise transfer any or all of its rights or obligations under the Contract to an Affiliate or to a successor in connection with the sale of all or substantially of all of its equity interests or assets related to this Contract. Any purported assignment in violation of this Condition 15.4 is void.

15.5 Each of Data Purl and the Customer shall comply with all applicable U.S. and non-U.S. laws, statutes and regulations relating to anti-bribery and anti-corruption including the U.S. Foreign Corrupt Practices Act of 1977 and the U.K. Bribery Act 2010, in each case as amended from time to time. Breach of this Condition 15.5 shall be deemed a material breach of the Contract.

15.6 The Contract is for the sole benefit of the parties and their respective successors and permitted assigns and except as provided elsewhere in this Contract, nothing herein is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of the Contract.

15.7 The relationship between the parties is that of independent contractors. Nothing contained in the Contract shall be construed as creating an agency, partnership or joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have the authority to contract for or bind the other party in any manner whatsoever.

16. Governing law and jurisdiction

16.1 The Contract is governed by, and will be construed in accordance with the laws of the State of New York, without giving effect to any choice or conflict of law provisions or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of New York.

16.2 The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the federal courts of the United States of America and the courts of the State of New York, in each case located in New York County in relation to any legal actions or proceedings arising out of or in connection with the Contract (and agrees not to commence any legal action or proceeding arising out of or in connection with this Contract except in such courts).

16.3 The parties irrevocably and unconditionally waive and agree not to plead or claim in any court that any such legal action or proceeding brought in any such court has been brought in an inconvenient forum. The parties agree that a final judgment in any such dispute shall be conclusive and may be enforced in other jurisdictions by suits on the judgment or in any other manner provided by law. The parties irrevocably and unconditionally waive any right to a trial by jury.