Terms and Conditions USA

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SUBSCRIPTION AGREEMENT

OXFORD ECONOMICS USA INC

1. INTERPRETATION

1.1 The definitions and rules of interpretation in this clause apply in this Agreement.

Authorized Users means those employees of the Customer who the Customer authorizes to use the Subscription Services, as set out in the Contract Details or amended from time to time in accordance with this Agreement;

Beneficiary means an employee of the Customer to whom an Authorized User may provide content from the Subscription Services; as set out in the Contract Details or amended from time to time in accordance with this Agreement;

Confidential Information means the Reports and Data, Software, presentations and all other content delivered as part of the Oxford Economics service;

Specified Teams, Subscription Fees, and Subscription Term have the meanings set out in the Contract Details;

Subscription Services means (a) the Reports and Data and/or (b) the Software;

Reports and Data means the reports, data, forecasts, analysis, publications, databases, analytical tools, presentations including webinars and any other information accessible by, or delivered to, the Customer as part of the Subscription Services but excluding the Software;

Software means access as part of the Subscription Service to either the Global Economic Model software and/or the Global Industry Model software including support and training as set out HERE;

User Details means the username and password data used by the Customer or its Authorized Users to access the Subscription Services; and

User Subscriptions means the user subscriptions purchased by the Customer pursuant to clause 7.1 which entitle the Authorized Users to access and use the Subscription Services in accordance with this Agreement.

Interpretation. (i) Headings shall not affect the interpretation of this Agreement. (ii) Any words that follow includes, including, or any similar words shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words. (iii) A reference to writing or written includes e-mail.

2. USER SUBSCRIPTIONS

2.1 Subject to payment by the Customer under this Agreement and to the other terms and conditions of this Agreement, Oxford Economics hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sub-licenses, to permit the Authorized Users to use the Subscription Services during the Subscription Term solely for the Permitted Purpose and subject to clauses 3.1.1 and 3.1.2.

2.2 In relation to the Authorized Users, the Customer undertakes that:

(a) the maximum number of Authorized Users shall not exceed the number of User Subscriptions at the relevant time;

(b) it will not allow, and shall procure that the Authorized Users will not allow, any User Subscription to be used by more than one individual Authorized User unless it has been reassigned in its entirety to another individual Authorized User, in which case the prior Authorized User shall no longer have any right to access or use the Subscription Services;

(c) it will, and will procure that the Authorized Users shall keep confidential and not under any circumstances share passwords or access details to the Subscription Services with anyone (including Customer’s employees, officers, agents or contractors);

(d) it shall permit Oxford Economics or Oxford Economics’ designated auditor to audit the Subscription Services to verify the name and password of each Authorized User. Audits may be conducted on reasonable prior notice no more than once per calendar year;

(e) if any of the audits referred to in clause 2.2(d) reveal that any password has been provided to any individual who is not an Authorized User, then without prejudice to Oxford Economics’ other rights, the Customer shall promptly disable such passwords;

(f) if any of the audits referred to in clause 2.2(d) reveal that the Customer has underpaid Subscription Fees to Oxford Economics, then without prejudice to Oxford Economics’ other rights, the Customer shall pay to Oxford Economics an amount equal to such underpayment within 10 Business Days of the date of the relevant audit; and

(g) it shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the Subscription Services and shall promptly notify Oxford Economics in the event of any such unauthorized access or use.

2.3 The Customer acknowledges and agrees that if it wishes to increase the number of Authorized Users, it will need to pay additional subscription fees, to be agreed and confirmed in writing.

3. SCOPE OF LICENSE

3.1 Permitted use

3.1.1 Each Authorized User may use the Subscription Services during the Subscription Term in connection with the Customer’s business, for the Permitted Purpose and in the following ways:

(a) to browse and search the Subscription Services and to display those on screen;

(b) to make and save digital copies of the Reports and Data in any of the formats supported by the Subscription Services and to access and retrieve such copies;

(d) to make the digital copies and photocopies referred to in clauses 3.1.1 (b) and 3.1.1 (c) available to other Authorized Users.

3.1.2 Each Authorized User may, in the ordinary course of business, create new documents, presentations or other new materials (New Materials) which incorporate limited extracts from the Reports and Data (but not the Software) and distribute those New Materials to other employees of the Customer for internal business purposes only, without Oxford Economics’ prior written consent, provided always that the Customer shall ensure that it, and all its Authorized Users comply with the following:

(a) only a limited amount of information and data is permitted to be extracted from the Subscription Services (Limited Extract);

(b) the Limited Extract(s) may not, in aggregate, represent more than 10% of any New Materials;

(c) the Limited Extract(s) must represent a commercially insubstantial part of the New Material when compared to the New Material as a whole;

(d) the New Material must consist substantially of original material created by one or more Authorized Users;

(e) the Limited Extract(s) reproduced in the New Material, and any conclusions drawn by the Authorized User which appear in the New Material and which are based on or refer to such extracts, must be accurate, fair and reasonable;

(f) all New Materials shall attribute the extracted digital content to Oxford Economics Limited in the following form: “source: © Oxford Economics Limited [YEAR]”; and

(g) New Materials shall not be distributed or sold to third parties without Oxford Economics’ prior written consent including but not limited to external consultancy projects and transaction work.

3.1.3 In so far as the Software forms part of the Subscription Services, the Customer may use the Software to create simulations and forecasts only, provided always that the Customer shall ensure that it and all its Authorized Users:

(a) only use the Software in object code form; and

(b) publish such forecasts in summary form only. Any such summary forecast may be published without prior written permission of Oxford Economics provided that it is accompanied by an acknowledgement that it has been made using the Oxford Economics model.

3.2 Prohibited use

3.2.1 The Customer shall not:

(a) access, store, distribute, introduce or transmit any: viruses, worms, trojan horses, and/or other similar things or devices during its use of the Subscription Services;

(b) access all or any part of the Subscription Services in order to develop, support, create or provide pricing for a product or service which competes with the Subscription Services;

(c) subject to clause 3.1.2, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Subscription Services available to any third party except the Authorized Users;

(d) attempt to obtain, or assist third parties in obtaining, access to the Subscription Services, other than as provided under this clause 3;

(e) subject to sections 50(A), (B), (BA) and (C) of the Copyright Designs and Patents Act 1998 as amended, not decompile, disassemble or reverse- engineer the Software or any other software supplied as part of the Reports and Data; or

(f) alter, modify, adapt, enhance, make error corrections to or translate the Software (or any other software supplied as part of the Reports and Data) in whole or in part in any way and will not permit any part of the Software (or such other software) to be combined with or become incorporated in any other programs without Oxford Economics’ prior written consent.

3.2.2 The Customer is not permitted to, and shall not, use all or any part of the Subscription Services, Reports and Data or Software in any way:

(a) which is (or is capable of being) for the purposes of training algorithms or tools or otherwise used as artificial intelligence (“AI”) training data;

(b) which involves (or is capable of involving) any part of the Subscription Services, Reports and Data or Software being inputted into any AI applications, tools or offerings, including but not limited to generative AI tools or otherwise used to produce AI output (and by way of example, placing Limited Extracts within any chatbot services to obtain any New Materials is expressly prohibited).

3.3 The rights provided under this clause 3 are granted to the Customer only and not to any subsidiary or holding company of the Customer.

4. SUBSCRIPTION SERVICES

4.1 Oxford Economics shall use commercially reasonable endeavors to make the Subscription Services available 24 hours a day, seven days a week, except for any maintenance required.

5. OXFORD ECONOMICS’ OBLIGATIONS

5.1 Oxford Economics undertakes that the Subscription Services will be performed with reasonable skill and care.

5.2 Notwithstanding clause 5.1, Oxford Economics:

(a) does not warrant that the Customer’s use of the Subscription Services will be uninterrupted or error-free; that the Subscription Services obtained by the Customer will meet the Customer’s requirements; or that Oxford Economics’ software will be free from vulnerabilities; and

(b) 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, and the Customer acknowledges that the Subscription Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

5.3 If structural problems or errors are encountered by the Customer upon installing or updating the Software, Oxford Economics will use its reasonable endeavors to rectify promptly those problems notified to Oxford Economics by the Customer. Those errors (if resident within the Software) should be reported to Oxford Economics in writing, either via [email protected] or via the Customer’s account manager or local business development contact. When reporting an error, the Customer will use its best endeavors to produce sufficient information for Oxford Economics to identify, reproduce and correct the errors. Notwithstanding clause 5.1, this clause 5.3 sets out the entire remedies available to the Customer in the event of any defects or errors in the Software and the Customer shall have no right to reject the Software for any reason whatsoever.

6. CUSTOMER’S OBLIGATIONS

6.1 The Customer shall:

(a) provide Oxford Economics with all necessary co-operation in relation to this Agreement in order to provide the Subscription Services, including but not limited to User Details, security access information and configuration services;

(b) comply with all applicable laws and regulations with respect to its activities under this Agreement;

(d) ensure that the Authorized Users use the Subscription Services and the Reports and Data in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorized User’s breach of this Agreement; and

(e) comply with Oxford Economics’ data protection schedule which can be found HERE.

7. CHARGES AND PAYMENT

7.1 The Customer shall pay the Subscription Fees to Oxford Economics for the User Subscriptions in accordance with this clause 7 and the Contract Details.

7.2 If Oxford Economics has not received payment by the due date, without prejudice to any other rights and remedies of Oxford Economics and without liability to the Customer, Oxford Economics may:

(a) disable the Customer’s access to all or part of the Subscription Services and Oxford Economics shall be under no obligation to provide any or all of the Subscription Services while the invoice(s) concerned remain unpaid and the Customer shall continue to be charged for the Subscription Fees during any period of suspension; and

(b) charge interest on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the US Federal Reserve Bank from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

7.3 All amounts and fees stated or referred to in this Agreement are non-cancellable and non-refundable.

7.4 On each anniversary of this Agreement, Oxford Economics shall be entitled to increase the Subscription Fees and the fees payable in respect of any additional User Subscriptions purchased under this Agreement by a reasonable market rate.

7.5 All sales, use, transfer, gross receipts, excise, value added, transaction or similar taxes on or imposed as a result of the sale, use, or transfer of services or property, if any, under this Agreement or resulting in any way from this Agreement are the sole obligation of the Customer and are in addition to the charges for or prices of the services and property, if any, stated or provided under this Agreement. Oxford will invoice the Customer for such taxes due where it is required to do so, but whether or not Oxford invoices for such taxes, the Customer nevertheless hereby agrees to reimburse Oxford for any such taxes due that Oxford has to pay or remit to a taxing or government authority.

8. PROPRIETARY RIGHTS

8.1 Oxford Economics confirms that it has all the rights in relation to the Subscription Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

8.2 Except as expressly stated herein, this Agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Subscription Services.

8.3 The Customer has sole responsibility for the legality, reliability, integrity, accuracy and quality of all User Details.

9. CONFIDENTIALITY

9.1 At all times during the Subscription Term and for a period of 10 years thereafter, the Customer shall, and shall cause its officers, directors, employees and agents to, keep confidential and not publish or otherwise disclose and not use, directly or indirectly, for any purpose any Confidential Information, except to the extent such disclosure or use is expressly permitted by the terms of this Agreement; is reasonably necessary for the performance of this Agreement; or is required by law, a court of competent jurisdiction or any governmental or regulatory authority.

9.2 This clause 9 shall survive termination of this Agreement, however arising.

10. LIMITATION OF LIABILITY

10.1 Except as expressly and specifically provided in this Agreement:

(a) Oxford Economics, because of the uncertainty of future events and circumstances and because the contents are based on data and information provided by third parties upon which Oxford Economics has relied in good faith in producing the Subscription Services, does not warrant the accuracy of its measurements and forecasts and will not be liable for the contents of any of the foregoing or for the reliance by the Customer on any of the foregoing;

(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and

10.2 Nothing in this Agreement excludes the liability of either party:

(a) for death or personal injury caused by such party’s negligence; or

(b) for fraud or fraudulent misrepresentation.

10.3 Subject to clauses 10.1 and 10.2:

(a) Oxford Economics shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and

(b) Oxford Economics’ total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Subscription Fees during the 12 months immediately preceding the date on which the claim arose.

11. TERM AND TERMINATION

11.1 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

(a) the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment; or

(b) the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; or the other party repeatedly breaches any of the terms of this Agreement.

11.2 On termination of this Agreement for any reason:

(a) all licenses granted under this Agreement shall immediately terminate and the Customer shall immediately cease all use of the Subscription Services. In so far as the Software forms part of the Subscription Service the Customer will immediately uninstall copies of the same;

(b) the Customer shall pay to Oxford Economics any amounts due to it under this Agreement; and

(c) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination, shall not be affected or prejudiced.

11.3 Clauses 11.2(a) and 11(b) shall not apply to any New Materials which were created before the effective date of termination.

12. MISCELLANEOUS

12.1 Publicity. Except as expressly set out above, the Customer shall not mention or otherwise use any name, trademark or trade name of Oxford Economics or its affiliates in any publication, press release, promotional material or other form of publicity without the prior written consent of Oxford Economics.

12.2 Force Majeure. Oxford Economics shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control.

12.3 Assignment. The Customer shall not, without the prior written consent of Oxford Economics, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. Oxford Economics may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

12.4 Variation. No variation of this Agreement will be effective unless made in writing and signed on behalf of the parties.

12.5 Non-waiver. No delay or omission on the part of either party in requiring performance by the other party of its obligations will operate as a waiver of any right.

12.6 Notices. All notices given under this Agreement must be in writing and must be sent to the address of the intended recipient given at the beginning of this Agreement, or any other address which the intended recipient may from time to time designate by notice given in accordance with the provisions of this clause. Any such notice must be delivered by courier, by first class or airmail post or by email and will be deemed to have been served if by courier, 3 Business Days after sending; if by first class post, 2 Business Days after sending; if by airmail, 5 Business Days after sending; and if sent by email, at the time of transmission, provided the sender does not receive a notification that the transmission was unsuccessful.

12.7 Law and Jurisdiction. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of New York State. Each party irrevocably agrees that the court of New York State shall have jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation, except that either party may apply to a court of competent jurisdiction for emergency or interim relief.