PLEASE NOTE THAT YOU ARE AGREEING TO THESE TERMS ON BEHALF OF YOU AND THE COMPANY BY WHICH YOU ARE EMPLOYED OR RETAINED AND FOR WHOSE BENEFIT YOU ARE USING THE PRODUCT AND/OR SERVICES (THE “COMPANY”).

This website (the “Site”), including any associated desktop application downloaded to your computer (an “Application”) is brought to you by Ipreo and the Ipreo family of affiliated companies (“Ipreo”). The Site offers access to an array of services and information. Such services may include but are not limited to Ipreo’s various commercial databases ("Ipreo Databases") and related functionality and modules, CRM functionality, event management solutions, document distribution systems, analytics, and market intelligence, as well as new issue and loan syndication platforms and other deal-related tools. The services, data, and information provided by Ipreo, on the Site and/or through other Ipreo websites and channels, together with any Applications and any other associated software applications and functionality are collectively referred to herein as the “Products.”

Use of the Products in connection with the Site is governed by these Terms of Use (these “Terms”) and any applicable license or other service agreement(s) (“Master Agreement”) between Ipreo and  its customer (“Customer”); provided, however, that if you have only been granted a limited trial license independent of any Master Agreement, then you are referred to herein as a “Trial User” and the provisions of Section 6 below (“Trial Provisions”) as well as the other components of these Terms shall apply to your use of the Site and any Application (your “Trial Use”).

Note that, if you are an authorized employee, agent, advisor, consultant or other representative of the Customer who is a party to the Master Agreement, and are using the Products on behalf and for the business of  such Customer (a “Customer User”), then, under these Terms, the “Company” and the “Customer” are one and the same entity. If, however, you are not a Customer User, then you, as a “Guest User”, must be authorized to use the Products on behalf of your employer (a/k/a the “Company”), and the Company must be authorized by the Customer to use the Products, in accordance with the Master Agreement between Ipreo and such Customer.

Personal information collected in connection with use of the Site is governed by the Site’s Privacy Policy.To be authorized to use the Products, you must agree with these Terms and (i) be a Customer User, or a Guest User, (any of the foregoing, a “Permitted User”) or (ii) be a Trial User with a right to use the Products under the Trial License set forth in the Trial Provisions below. UNAUTHORIZED USE OF THE PRODUCTS CONSTITUTES UNAUTHORIZED ACCESS TO IPREO’S COMPUTER SYSTEMS AND NETWORKS, WHICH IS STRICTLY PROHIBITED AND MAY GIVE RISE TO SERIOUS CONSEQUENCES UNDER APPLICABLE LAW.

Please note that any failure to abide by these Terms and the provisions of any applicable Master Agreement is grounds for immediate suspension or termination of access to the Products (including suspension or termination of access by other Permitted Users under the same Master Agreement) and will give rise to other legal rights and remedies.

1. Use of Products

If you are a Permitted User and agree to these Terms, you are hereby granted a non-transferable right to access and use the Products as available through the Site and, if applicable, any Application under the license granted to the Customer in the applicable Master Agreement. Such right is subject to the terms and restrictions set forth in the applicable Master Agreement, and, in the event of any inconsistency with these Terms, the terms of the applicable Master Agreement shall control.

You agree to abide by all applicable laws in connection with your use of the Site, any Application, the Products (including the Ipreo Content (defined below) and any User-Uploaded Information (defined below)), including without limitation securities laws and regulations, privacy laws and regulations, and laws governing marketing or other contact with individuals by phone, text, e-mail, any other electronic communication, or regular mail. Without limiting the foregoing, you shall not (i) use the Site to store or transmit libelous, infringing, unlawful or tortious material or material in violation of third-party rights; (ii) use the Products (including any Ipreo Content or any User-Uploaded Information) for the purpose of serving as a factor in establishing an individual’s eligibility or suitability for credit, employment or insurance, or in any way that would cause the Products, any Ipreo Content, or any User-Uploaded Information to be construed as a “consumer report”; (iii) transmit, provide access to or display any Ipreo Content or any User-Uploaded Information to any person or entity that you know would engage in unfair or deceptive practices using such Ipreo Content or any User-Uploaded Information; (iv) use the Site or the Products (including any Ipreo Content or any User-Uploaded Information) in violation of any law concerning unsolicited messages or communications, including EU Directive 2002/58/EC, the U.S. CAN-SPAM Act, and Canada’s Anti-Spam Law (CASL); (v) use the Site or the Products to store or transmit harmful or malicious code or devices; or (vi) interfere with or disrupt the integrity or performance of the Site or the Products, or related systems.

You agree to safeguard and maintain the confidentiality of your login credentials.

From time to time, Ipreo may automatically determine the version of any Application installed on your computer for the purposes of distributing updates or an updated version. Through your continued use of Products, you authorize such automatic monitoring and the installation of Application updates, and you agree to install the updates manually as necessary. These Terms apply to all Product updates.

You acknowledge and agree that Ipreo may, through the Site or an Application, collect, store, and use technical details, user preferences, and permissions, and login or other personal data and related information, to facilitate the provision and enhancement of the Products. This may include technical information about your computing device and browser. Additional information regarding the collection, use, and security measures associated with Ipreo’s storage and handling of data is set forth in the Site’s Privacy Policy.

No part of the Site or the Products constitutes investment, tax, or legal advice, nor should the Site or any of the Products be relied upon in making an investment or other financial decision. You should obtain relevant and specific professional advice before making any such decision.

Important notice regarding certain “Enterprise” functionality available for some Products: If applicable, Ipreo may have incorporated "Enterprise" level functionality (the ability to share information among user accounts) into the Site. If a Customer has "Enterprise" functionality enabled, information and activities added by a user (e.g., in Notes, Intelligence, Activities, ToDo's, Calendar Items, Results, and Articles, as well as your other User-Uploaded Information) can be shared with other Permitted Users within the Customer's account. Also, note that a "SuperUser" or other administrative role is typically established for an "Enterprise" Customer. A user given such role by the Customer has global rights or comparable access over use of the Customer account, and may have access to all information input by you and other Customer Permitted Users.

Important notice regarding database information: As part of its services, Ipreo collects, licenses, and uses information regarding individuals and companies in the financial and investment community. It is possible that you and some of your contacts may be part of the financial and investment community, and information about you and some of your contacts may appear in our licensed databases, including the Ipreo Databases. Please be assured that individual entries in our licensed databases, including the Ipreo Databases, are independently collected by the Ipreo research department and do not come from data that is received from users’ use of our Site.

Important notice regarding offering materials and/or other aspects of financial transactions: If the Site serves as a hosting or distribution platform, and underwriters, broker-dealers, issuers, participants in the loan syndication process and others may use the Site to electronically distribute and receive offering materials and/or other information regarding financial transactions, as indicated above, Ipreo is not providing you with any legal, business, tax or other advice in any manner by hosting or facilitating the distribution of any offering materials or other transaction-related information. You should consult your own attorney, business advisor, and tax advisor for legal, business and tax advice regarding any securities or other investment and contact the underwriters/initial purchasers with any questions about the offer to which the offering materials relate.

2. Proprietary Rights; Ipreo Content

The Ipreo Databases (including their content, layout, functions, features, code, and appearance), all user interfaces, all reports and other deliverables, and all other content or information, or portion or combination thereof, provided and made available by Ipreo in connection with the Products (“Ipreo Content”) is provided by Ipreo for ordinary internal business and informational purposes as further described in the applicable Master Agreement. Ipreo and its Third-Party Providers (defined below) make no representations or warranties regarding the accuracy or completeness of Ipreo Content, and Ipreo reserves the right to change or update any Ipreo Content at any time without notice. For clarity, Ipreo Content does not include the User-Uploaded Information or any content or other information on a third-party website accessed via a link on any Site.

Ipreo Content contains information that is obtained, created, and/or maintained by Ipreo at great effort and expense. Likewise, the software and database structures through which Ipreo Content is stored and retrieved are unique and valuable, and have also been obtained, created, and/or maintained by Ipreo at great effort and expense. Some software that Ipreo uses to provide the Products as well as data or other content that is included in the Ipreo Content may be licensed from third parties that are not affiliated with Ipreo (“Third-Party Providers”). For additional terms that apply to certain third-party software, see the Third-Party License Information which can be found by clicking Third Party License.

As between you and Ipreo, and subject to an applicable third-party software license, Ipreo owns all right, title, and interest in and to the Site, any Application, and the Products including all rights to the Ipreo Content and any Aggregated Data (hereinafter defined) as well as the design, software code, database structures, trademarks, copyrights, and other intellectual property included or utilized in the Site and the Products, and any updates thereto (“Ipreo IP”). Ipreo IP is protected by applicable intellectual property and other laws, including laws governing patents, copyrights, trade secrets, trademarks, and unfair competition.

Except as expressly permitted in an applicable Master Agreement, you may not (directly or indirectly, knowingly or unknowingly): (i) sell, publish, transmit, distribute, encumber, rent, lease or otherwise permit any person or entity (other than a Permitted User) to access or use any Products (including any Ipreo Content) or any materials derived therefrom in any manner; (ii) reverse engineer, decompile, decrypt, disassemble, modify, copy, display, translate or create derivative works based on, or circumvent or disable any security or technological measures of, any Products (including any Ipreo Content); (iii) alter, remove, obscure or fail to reproduce any rights notices contained in any Products (including any Ipreo Content) or required by the terms of an applicable Master Agreement; (iv) print, download or export any Ipreo Content or any User-Uploaded Information provided by any other user (A) other than as permitted by any licensed features of the Products and an applicable Master Agreement or in the Trial Provisions or (B) in any manner that exceeds any limitations contained in an applicable Master Agreement or, for Trial Use, in the Trial Provisions; (v) use the Products (including any Ipreo Content) or any materials derived therefrom to create, update or modify any database (including a Customer database) or any product or service related to data or that could be competitive with or a substitute for any portion of the Products; or (vi) copy, take screen shots of or otherwise detail the appearance or functionality of any of the Products to or for any competitor of Ipreo.

You do not and will not acquire any ownership in any Product, Ipreo Content or other Ipreo IP as a result of these Terms, any Master Agreement, or your use of the Site. You may not (and shall not permit any other person to) copy, distribute, display, modify, or otherwise use the Site, the Ipreo Content or any other Ipreo IP except as expressly permitted by these Terms and an applicable Master Agreement.

All rights not expressly granted to you herein are expressly reserved. Without limiting the foregoing, you acknowledge and agree that you will not assert any ownership rights in any Ipreo Content, including information that you provide to Ipreo which may then or thereafter be included in the Ipreo Content.

3. User-Uploaded Information

To the extent that the Site or any Application permits the uploading, posting, storage, or viewing of contact information or other content submitted by you or any other Permitted Users or Trial Users (“User-Uploaded Information”), Ipreo shall have no responsibility for any such content or access thereto, and Ipreo shall not be responsible for any loss, unavailability, inaccuracy or corruption of such content. You are responsible for ensuring that all User-Uploaded Information submitted by you complies with applicable law and obtaining all necessary rights to upload, publish, and disseminate such User-Uploaded Information.

With respect to any User-Uploaded Information submitted by you, you hereby grant to Ipreo the right and a license (i) to store, display, and/or transmit such User-Uploaded Information to you and other Permitted Users under the applicable Master Agreement in connection with the use of the Products; (ii) to obtain, review, and use such User-Uploaded Information to perform services for Customer or the Company under the Master Agreement, or investigate or address any issue or complaint concerning the Products or any User-Uploaded Information; (iii) to use such User-Uploaded Information as otherwise necessary or appropriate in connection with Ipreo’s provision of Products; and (iv) unless expressly provided otherwise in the applicable Master Agreement, to copy and create derivative works of or otherwise use such User-Uploaded Information to create aggregated information, which does not include any personally identifiable information or otherwise identify the source of the information (“Aggregated Data”), and then use the Aggregated Data in connection with its provision of Products and for other Ipreo business purposes.

You represent, warrant, and covenant that you shall not submit any User-Uploaded Information which (i) restricts or inhibits any other user from using and enjoying the Products; (ii) is unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent; (iii) constitutes or encourages conduct that would constitute a criminal offense or give rise to civil liability; (iv) violates, plagiarizes, infringes, or constitutes a misappropriation of the rights of any third party including, without limitation, copyright, trademark, trade secret, patent, rights of privacy or publicity or any other proprietary right; (v) violates any obligation of confidentiality; (vi) contains any malware or other software code or programming of any kind; or (vii) constitutes or contains false or misleading indications of origin or statements of fact. Furthermore, in connection with submitting any User-Uploaded Information, you represent, warrant, and covenant that you are compliant with and are not violating any applicable laws governing the posting, disclosure, or dissemination of such User-Uploaded Information.

Ipreo reserves the right to refuse to post or transmit or to remove any User-Uploaded Information in whole or in part, in Ipreo’s sole discretion, including any User-Uploaded Information that Ipreo believes has been uploaded in violation of these Terms or an applicable Master Agreement or constitutes a threat to the operation or integrity of the Site or the Products.

4. E-mail Addresses and Contact Information; Activities Functionality

Any e-mail service(s) included in the Site or any Application may or may not include auto-disclosure or unsubscribe features. You should ensure that you can comply with all applicable laws before using the Site or any Application to send messages or communications that advertise or promote securities of any commercial product or service. You are solely responsible for any information, messages and materials that you send using the Site or any Application or that you send using any information from the Site or any Application. Additionally, as stated in Section 1 above, you are responsible for ensuring that any and all messages or communications sent using the Site or any Application or sent using any information obtained from the Site or any Application comply with all applicable laws, including without limitation federal and state securities laws, and relevant provisions of EU Directive 2002/58/EC, the U.S. CAN-SPAM Act, and Canada’s Anti-Spam Law (CASL).

The Site or an Application may provide appointment and other activities functionality. However, Ipreo is not able to guarantee that a given activity will be correctly transmitted or calendared by the Site or an Application on your computer or on that of any other person.

5. RSS Feed

Ipreo may provide feeds of third-party content by bringing the third-party material into the Site or an Application via a Really Simple Syndication Feed (an "RSS Feed"). Ipreo has no discretion to alter, update, or control the content accessed through an RSS Feed. The fact that Ipreo has provided access to a third-party website or application is not an endorsement, authorization, sponsorship, or affiliation with respect to such website or application, its owners, or its providers. There are inherent risks in relying upon using, or retrieving any information found on the Internet, and we urge you to make sure you understand these risks before relying upon, using, or retrieving any such information accessed via an RSS Feed. IPREO DOES NOT ENDORSE AND IS NOT RESPONSIBLE FOR (A) THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE THROUGH AN RSS FEED; (B) ANY CONTENT PROVIDED BY ANY RSS FEED; OR (C) THE CAPABILITIES OR RELIABILITY OF ANY PRODUCT OR SERVICE OBTAINED FROM AN RSS FEED. WHEN YOU ACCESS AN RSS FEED VIA THE SITE, YOU DO SO AT YOUR OWN RISK. IPREO SHALL NOT BE RESPONSIBLE FOR THIRD-PARTY ADVERTISEMENTS POSTED ON ANY RSS FEED.

6. Trial Provisions

This Section 6 applies only to a Trial User.  Trial Users may only use the Site and any Application for the limited purposes and duration set forth herein, or if applicable, in a trial agreement between Ipreo and the customer for whose benefit you evaluating the Product (a “Trial Agreement”). Further or continued use requires a separate authorization, license and/or service agreement and the payment of any associated fees.

Ipreo grants to Trial User a limited, non-exclusive, non-transferable (even to Trial User’s affiliates), non-sublicensable, royalty-free license (the “Trial License”) to use limited features of the Site, any associated Application, and Products (as determined and made available by Ipreo in its sole discretion) for Trial User’s own internal evaluation purposes only for the Trial Term (as defined below or set forth in an applicable Trial Agreement). Trial User may not copy, reproduce, transmit, disseminate, disclose, or publish any portion of the Ipreo Databases, or the Products and Trial User may not use the Site, any Application, or the Products (including the Ipreo Databases) for its own commercial gain or the commercial gain of others, or for any purpose other than its own internal evaluation purposes.

The Trial Term shall commence upon Ipreo’s provision of access credentials to Trial User, and shall expire on the earlier of (a) thirty days after Trial User’s first login to any non-public area of the Site or another Ipreo website using the provided access credentials (or such trial period set forth in an applicable Trial Agreement) and (b) Ipreo’s termination in its sole discretion of Trial User’s access rights. Unless otherwise agreed by Ipreo in writing (such as in connection with a separate license and/or service agreement and the payment of associated fees), any and all data and software obtained from or in connection with the Site, any Application, or the Products must be purged from Trial User’s computing devices and systems promptly at the end of the Trial Term.

7. Revisions to Terms; Termination

Ipreo may revise these Terms from time to time.  You may be required to agree to revised Terms as a condition of continued use of the Products through the Site and any Application, and in any event your continued use of the Site after the effective date of revised Terms shall confirm your agreement to be bound by such Terms.

All rights granted to you by these Terms will terminate, and you will lose your status as a Permitted User or a Trial User, if you fail to comply with any provision of these Terms or an applicable Master Agreement. Except as otherwise provided in an applicable Master Agreement, Ipreo reserves the right to reconfigure or discontinue features or functionality of the Products, the Site, or an Application at any time, with or without notice, for any reason or no reason at all, with no liability to you.

All provisions or obligations contained in these Terms which by their nature or effect are required or intended to be observed, kept, or performed after termination of these Terms (including without limitation Sections 2, 7, 8, 9, 10, and 11 of these Terms) shall survive any termination or expiration of these Terms. In addition, although any violation of these Terms may give rise to rights or remedies under an applicable Master Agreement, the termination of these Terms shall not operate to terminate the provisions of any Master Agreement.

8. Indemnity

EXCEPT AS MAY OTHERWISE BE EXPRESSLY PROVIDED IN AN APPLICABLE MASTER AGREEMENT, You agree to indemnify and hold harmless IPREO and third-party providers, and their officers, directors, agents, and representatives from and against any claim, suit, action, or loss (including reasonable attorneys’ fees) arising from or related to (i) any user-UPLOADED information posted by you, (ii) your use of the SITE OR ANY APPLICATION and the ONLINE Products available through the site OR ANY APPLICATION, or (iii) your violation of these Terms, EVEN IF SUCH CLAIM, SUIT, ACTION, OR LOSS ARISES FROM THE NEGLIGENCE OF IPREO OR ITS THIRD- PARTY PROVIDERS.

9. Disclaimers

Except as expressly set forth in an applicable Master Agreement, Ipreo and its Third-Party Providers shall have no obligation to correct any bugs, defects or errors in, or to support, maintain, improve, modify, upgrade, update, or enhance the Site, any Application, any Ipreo Content, or any other aspect of the Products. Use, downloading, and installation of any Ipreo Content or other aspect of the Products (including any posting of or access to User-Uploaded Information) are at your own risk, and Ipreo is not responsible for any damage to your computer or mobile computing device or any loss of data that may result.

Without limiting the foregoing, Ipreo and its Third-Party Providers will not be liable to you or any third party for any damages or other adverse consequences arising as a result of the inaccuracy or incompleteness of any Ipreo Content or of any User-Uploaded Information or the content of any third-party website accessible through a link on the Site. Moreover, although Ipreo will endeavor to offer near-continuous access to the Site and may provide access to certain User-Uploaded Information, such access is neither certain nor guaranteed, and Ipreo shall not be liable for any damages or other adverse consequences arising as a result of the unavailability of the Site, any Products, or any User-Uploaded Information for any period of time.

EXCEPT AS MAY OTHERWISE BE EXPRESSLY PROVIDED IN AN APPLICABLE MASTER AGREEMENT, THE SITE, THE PRODUCTS INCLUDING BUT NOT LIMITED TO THE IPREO CONTENT, ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. EXCEPT AS MAY OTHERWISE BE EXPRESSLY PROVIDED IN AN APPLICABLE MASTER AGREEMENT, NEITHER IPREO NOR ITS THIRD-PARTY PROVIDERS MAKE ANY WARRANTY REGARDING THE ACCURACY OR COMPLETENESS OF THE IPREO CONTENT OR THAT THE PRODUCTS OR THE SITE ARE ERROR-FREE, CURRENT, COMPLETE, WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE CONTINUOUSLY OR AT ANY PARTICULAR TIME, OR ARE COMPATIBLE WITH ANY PARTICULAR DEVICE, SOFTWARE, OR PLATFORM. YOUR USE OF THE PRODUCTS AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PRODUCT IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IPREO AND ITS THIRD-PARTY PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NO INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM IPREO OR THROUGH THE PRODUCTS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OR AN APPLICABLE MASTER AGREEMENT.

In addition, Ipreo is not responsible for the practices or content of any third-party websites which provide a link to our Site, or the practices or content of any third-party website to which we provide a link. Any third-party website links on the Site or in an Application are provided as a convenience only, and Ipreo does not endorse such websites and has no responsibility or liability for your use thereof or any content contained therein. We encourage you to use caution and exercise good judgment when providing information to, transacting business with, or using the services or content of any third-party website.

10. Limitations of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, AND EXCEPT AS MAY OTHERWISE BE EXPRESSLY PROVIDED IN AN APPLICABLE MASTER AGREEMENT: (A) IPREO AND ITS  THIRD-PARTY PROVIDERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, REPRESENTATIVES, SHAREHOLDERS, MEMBERS, EMPLOYEES, PARTNERS, SUCCESSORS AND ASSIGNS, SHALL NOT BE LIABLE TO YOU OR CUSTOMER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING UNDER THESE TERMS OR ASSOCIATED WITH YOUR USE OF THE PRODUCTS OR WITH ANY IPREO CONTENT, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE OF DATA, LACK OR LOSS OF DATA, OR OTHER INTANGIBLE LOSSES, WHETHER THE CLAIM FOR SUCH DAMAGES IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE (EVEN IF IPREO OR ITS APPLICABLE THIRD-PARTY PROVIDER HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGES), AND (B) IPREO’S AND ITS THIRD-PARTY PROVIDER’S MAXIMUM AGGREGATE LIABILITY OF ANY KIND ARISING UNDER OR RELATING TO THESE TERMS, THE PRODUCTS, THE SITE AND IPREO CONTENT SHALL BE ONE HUNDRED UNITED STATES DOLLARS ($100.00). THE FOREGOING LIMITATIONS SHALL APPLY TO ALL CAUSES OF ACTION, WHETHER ARISING FROM BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE OR OTHER TORT, OR ANY OTHER LEGAL THEORY; MOREOVER, THESE LIMITATIONS WILL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

NOTHING IN THESE TERMS IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT, OR LIABILITY IN A MANNER THAT IS NOT PERMISSIBLE UNDER APPLICABLE LAW. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS, THE EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT, OR BREACH OF IMPLIED TERMS. ACCORDINGLY, ONLY THE ABOVE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU, AND IPREO’S AND ITS THIRD-PARTY PROVIDERS’ LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

11. Miscellaneous

The same laws that govern the applicable Master Agreement(s) shall govern these Terms; provided, however, that if you are a Trial User or if for any reason there is no clear choice of law (or conflicting choices of law) established by an applicable Master Agreement(s), then: (i) the laws of the State of New York, excluding its conflicts of law rules, shall govern these Terms, and (ii) you hereby irrevocably agree that all claims or disputes arising out of or in connection with these Terms shall be heard exclusively by any of the federal or state courts of competent jurisdiction located in the State of New York, County of New York, and you waive any objection to personal jurisdiction or the propriety or convenience of venue in such courts.

These Terms and any applicable Master Agreement(s) are the complete and exclusive statement of the agreement with respect to the subject matter hereof and supersede all other communications or representations or agreements (whether oral, written, or otherwise) relating thereto. The failure of Ipreo to require performance of any provision of these Terms in no manner shall affect its right at a later time to enforce the same. No waiver by Ipreo of any breach of these Terms, whether by conduct or otherwise, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any other such breach, or a waiver of any other breach of these Terms.

If any provision of these Terms shall to any extent be held invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions of these Terms shall in no way be affected or impaired thereby and each such provision of these Terms shall be valid and enforceable to the fullest extent permitted by law. In such case, these Terms shall be reformed to the minimum extent necessary to correct any invalidity, illegality, or unenforceability, while preserving to the maximum extent the rights and commercial expectations of the parties hereto, as expressed herein. The section headings in these Terms are for convenience only and shall have no legal or contractual effect.

Effective Date: September 18, 2015

Version: 2.0