Terms and Conditions of Service

These Terms and Conditions of Service (“TOS”) are deemed to include and incorporate all related schedules, the DPA, appendices, links, documents, and Third Party Terms mentioned within.

The Supplier (the entity identified as providing the Services on an Order Form) is a provider of Content and Services. The Customer (the entity identified on an Order Form to receive Services from Supplier) agrees to subscribe to the Content and Services on the terms and conditions set out herein.

1.1 The following expressions shall have the following meanings:

Add-On Order Form: an Order Form for the purchase of additional Content, categories, data series, Services, Authorised Users and/or Internal Recipients (as the case may be).

Affiliate: any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party; and Control means for these purposes control of greater than 50% of the voting rights or equity interests of a party. 

Applicable Data Protection Laws: applicable data privacy, data security and/or data protection laws or regulations, standards imposed by any governmental or regulatory authority to the extent those laws and regulations apply to the processing of personal data in connection with these TOS and as further described in the Data Protection Agreement (“DPA”) applicable to these TOS.

Applicable Laws: all applicable regional, national and international laws, rules and regulations and government orders, including but not limited to anti-bribery, anti-trust, anti-corruption, anti-money laundering, sanctions, and international trade laws and regulations and Applicable Data Protection Laws.

Authentication Credentials: account usernames and passwords and other credentials used to permit Authorised Users access to the Services.

Authorised Affiliate: an Affiliate of the Customer identified and listed on the Order Form (if any).

Authorised User: an individual employee or officer of the Customer or an Authorised Affiliate.

Confidential Information: any and all information or data, in whatever form or storage medium, tangible or intangible, directly or indirectly disclosed before or after the effective date of an Order Form by or on behalf of a disclosing party (“Disclosing Party”) to a receiving party (“Receiving Party”) in writing, orally, through visual means, or by the Receiving Party’s evaluation, observation, analysis, inspection or other study of such information, data or knowledge, which is now or after the effective date of an Order Form, owned or controlled by the Disclosing Party. Confidential Information shall include the Customer Data, Content, API, Fees, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed to Disclosing Party; (b) was lawfully known to Receiving Party prior to its disclosure by Disclosing Party; (c) was independently and lawfully developed by Receiving Party; or (d) is received from a third party without breach of any obligation owed to Disclosing Party.

Content: any data, information and content made available by the Supplier through the Services, including (i) content owned by a third party made available by the Supplier through the Services;(ii) proprietary content of the Supplier or its Affiliates; (iii) API Content, and (iv) Forecast Content. 

Customer Data: any data or content uploaded by the Customer to the Services (if any).

Customer Personal Data: any personal data of the Customer or its employees or consultants which the Supplier or its sub-processors process in connection with the TOS, in the capacity of a processor. 

Fees: the amount due and payable as set out in an Order Form.

Forecast Content: Content comprised of the Supplier’s price forecasts and/or cost model forecasts.

Internal Recipient: an employee or authorised consultant of the Customer or an Authorised Affiliate as may be identified on an agreed Order Form from time to time or as agreed by the Supplier in writing.

Internal Use: accessing, displaying and manipulating the Content and/or Summaries (if applicable) during the Services Term for the Customer’s internal business purposes.

Order Form: the document specifying the Services to be provided to the Customer (including any Add-On Order Form) coming into effect in accordance with clause Error! Reference source not found..

Services: the services (including the provision of Content) provided by the Supplier to the Customer via its SaaS platform(s), API connection(s), or any other notified website, medium, or platform, as specified on an Order Form.

Services Term: the period during which the Customer may access the Services as specified on an Order Form or renewed from time to time (if applicable).

Summaries: reports, extracts, presentations, memos, screenshots, graphs or charts containing summaries or abbreviations of the Content.

Systematic Internaliser: an investment firm which on an organised, frequent, systemic and substantial basis, deals on its own account when executing client orders outside of a regulated market or trading venue, including any entity classified as a Systematic Internaliser under the UK or EU Benchmarks Regulations or any equivalent concept in any other jurisdiction.

Trading Venue: a regulated market, multilateral trading facility, or organised trading facility, including any entity classified as a “Trading Venue” under the UK or EU Benchmarks Regulations or similar or equivalent in any other jurisdiction.

User Subscription(s): the subscription(s) specified on an Order Form which entitle Authorised Users to access the Content and Services.

1.2 References to statutory provisions include any future modifications or re-enactments, provided these do not substantively change the provision after the Order Form is executed.

1.3 The terms “other,” “including,” and “in particular” are illustrative and should not limit or restrict preceding language when a broader meaning applies.

2.1 During the Services Term, subject to these TOS, the Customer shall enter into Order Form(s) (and any Add-On Order Forms, as the case may be) and pay the Fees and the Supplier shall supply the Services. An Order Form will become effective on the earlier of (i) the date on which both parties execute it, or (ii) the date on which the Supplier provides Authentication Credentials.

2.2 Where an Order Form is entered into by an Affiliate, that Affiliate shall be a “Customer”. All Order Form(s) executed by the same entities, together with the TOS, collectively comprise a single agreement between such entities only. Accordingly, one or more separate Order Forms or Add-On Order Forms may be created, each governed by these TOS.

2.3 Customer and Supplier each expressly object to any terms set forth in any purchase order, acceptance, portal, code of conduct, or other ordering documentation of Customer. Neither party’s later failure to object to any such terms, nor its use or acceptance of any such other document or materials will be deemed acceptance thereof or a waiver of any of the terms hereof. If Customer does not provide all required invoicing information (e.g., purchase orders, vendor portal details, vendor approvals) within 7 days of signing an Order Form, Supplier may suspend the relevant User Subscription(s).

2.4 The Customer acknowledges and agrees that the Services and Content are for informational purposes only and are open to interpretation and typographical error and not intended to be advisory in any capacity (including investment or financial advice) and should not be relied on by the Customer when making financial, operational, or investment decisions. The Customer assumes sole responsibility for actions taken, results obtained and conclusions drawn from its use of the Services, API, and/or Content. The Supplier shall not be liable to the Customer or its Affiliates or any third party in relation to any errors, omissions or inaccuracies in the Services, API, and/or Content. No exclusivity is granted in respect of the Services or Content.

2.5 Subject to clauses 6 and 1.7, these TOS may be supplemented or amended at any time by the Supplier giving reasonable notice to the Customer. The TOS that are in force at the time an Order Form is last executed shall govern the relevant Order Form until the end of the relevant initial Services Term, unless otherwise mutually agreed between the parties in writing.

2.6 The Customer acknowledges and agrees that its User Subscriptions grants access solely to selected categories of Content or certain features of the Services and not to any specific sources or datasets. The Supplier shall have an absolute and unrestricted right to change, update, enhance, or remove certain Services and Content for any reason at any time without liability. The Customer further acknowledges and agrees that the Content and Services are comprised of (i) proprietary content and code created by the Supplier and (ii) third party content and code licensed or reproduced by the Supplier (“Third Party Content”). Content (including Third Party Content) is subject to change, modification or removal at any time; and certain Content may occasionally be unavailable or restricted from being used to prepare, create or disseminate Summaries due to third-party licensing terms without giving rise to any Supplier liability.

2.7 Certain Third Party Content is made available to the Customer and its Authorised Affiliates (if applicable) expressly subject to additional third-party terms, conditions, or licenses published from time to time at https://www.expanamarkets.com/third-parties/ (“Third Party Terms”). All Third-Party Terms are binding upon the Customer as a condition of accessing or using any Third Party Content. The Customer acknowledges and agrees that continued use of Third Party Content constitutes acceptance of all applicable Third-Party Terms. If the Customer does not agree to any Third Party Terms, the Customer shall immediately cease all use of the Third Party Content. The Customer hereby permits the Supplier to share the Customer entity details to relevant third-party data suppliers as may be required by their licensing terms.

This clause 3 shall only apply where the Customer is an existing Customer and the recipient of a free trial of the Content and/or Services.

The Supplier may, at its sole discretion, make certain Services or Content available to the Customer on a limited free trial basis, as identified on an Order Form. Throughout the free trial, the Customer’s access to and use of the Services and Content shall be governed by these TOS, as supplemented or amended by any additional terms and conditions applicable to the free trial that the Supplier may notify to the Customer, which the Customer agrees shall be legally binding. All Customer Data will be deleted at the end of a free trial by the Supplier, unless the Customer purchases a paid version of the applicable Services. The Customer is solely responsible for exporting any Customer Data before the end of a free trial. During the free trial, the Customer shall be expressly prohibited from creating and/or disseminating any Summaries or derivatives of the Content other than for Internal Use only.

4.1 The Supplier shall make the Services and Content available to the Customer and Authorised Affiliates (if applicable) on a limited, non-exclusive, non-transferable, revocable basis during the Services Term.

4.2 Every 30 days, the Supplier will have the right to perform a “true-up” of entitlements and usage. If Supplier reasonably determines that usage of the Services and/or Content has exceeded its entitlements under an Order Form, Customer shall, within 30 days of the date of notice, either remove any overages or execute a prorated Add-On Order Form based on annual prices net of any applied discounts in the Order Form.

4.3 The Supplier will use commercially reasonable endeavours to provide the Services in accordance with its business continuity and disaster recovery policies.

Artificial Intelligence

5.1 Certain features of the Services use generative AI tools and technology (“AI Products”). Supplier acknowledges that Customer retains all rights to its Inputs. With the exception of Customer Data, Supplier shall own Outputs. “Inputs” means submissions to the AI Products by Customer or the Authorised Users. “Outputs” means responses generated by the AI Products. Customer may request to opt-out of the AI Products. More information about AI Products is available here.

5.2 Customer acknowledges that: (i) Customer is solely responsible for the use, validation, conclusions, interpretation or reliance on the AI Products and Outputs (ii) the Supplier, Services and AI Products are not legal or financial advice and cannot be relied upon for the same (iii) Customer is advised to consult their own legal counsel for any legal, regulatory, or compliance matters; (iv) other customers of Supplier providing similar input to the AI Products may receive the same, similar or different Outputs; (v) due to the nature of artificial intelligence and machine learning, information generated by the AI Products may be incorrect or inaccurate; and (vi) Services features that include artificial intelligence or machine learning models are not human and are not a substitute for human oversight. NOTWITHSTANDING ANYTHING TO THE CONTRARY, SUPPLIER DOES NOT REPRESENT OR WARRANT THAT THE OUTPUTS WILL BE ACCURATE, COMPLETE, ERROR-FREE, OPERATE AS CUSTOMER INTENDED, OR FIT FOR A PARTICULAR PURPOSE. SUPPLIER MAY DECIDE TO DISCONTINUE THE AI PRODUCTS AT ITS DISCRETION.

Authorised Users

5.3 Strictly subject to clause 5.4, the Services and Content are purchased as User Subscriptions and may only be used by Authorised Users as follows:

(a) For Internal Use;

(b) In live online or in-person presentations and/or discussions with third parties;

(c) for the preparation of Summaries by Authorised Users; and

(d) subject to Clause 5.6, for the dissemination of Summaries by Authorised Users to Internal Recipients.

5.4 The rights at clause 5.3 are strictly subject to the following:

(a) in creating Summaries, Customer only includes insubstantial (qualitatively and quantitatively) portions of the Content;

(b) the Summaries are incapable of being used as a substitute for the Services and Content;

(c) the Supplier and its licensors are credited and acknowledged as the source of the relevant Content with an appropriate copyright notice (e.g. “© 2026 Expana, its Affiliates and licensors. Not for reproduction. www.expanamarkets.com”); and

(d) within 30 days of a request by the Supplier, a selection of such Summaries (redacted as reasonably necessary to protect Customer and its clients’ confidential information) shall be provided to the Supplier for its internal audit purposes.

5.5 Supplier is the administrator of certain proprietary commodity price benchmarks referred to as “Expana Benchmark Prices” or “EBPs”. Authorised Users may use the EBPs as a reference point solely in commercial contracts and negotiations with third parties. The Customer shall not use EBPs or other Content to create or be referenced by financial instruments or products which are traded or tradable on a Trading Venue or through a Systematic Internaliser.

Sharing with Internal Recipients

5.6 If applicable, the number of Internal Recipients authorised to receive Summaries from Authorised Users shall be set out in an Order Form. If Internal Recipients are not specified in an Order Form, Authorised Users will not be permitted to share Summaries with anyone.

5.7 Subject to clause 5.6, Internal Recipients shall:

(a) be entitled to receive Summaries from Authorised Users; and

(b) be entitled to view and use the Summaries during the Services Term for Internal Use only.

5.8 If the Supplier reasonably determines that the number of Internal Recipients exceeds the Customer’s entitlement under an Order Form, the Customer shall, within 30 days of being notified by Supplier, either remove any excess or execute an Add-On Order Form. The Add-On Order Form will be prorated to the end of the term and based on annual prices net of any applied discounts in the Order Form.

Sharing with External Recipients

5.9 Authorised Users and Internal Recipients are expressly prohibited from sharing Content, Services, and/or Summaries with third parties (including suppliers, agents, contractors, clients or otherwise of the Customer).

Channel Partner Content

This clause 5.10 shall only apply in the event that the Customer opts to access Channel Partner Content.

5.10 From time to time, the Customer may be offered access to additional content made available via the Services (“Channel Partner Content”) by select partners of the Supplier (“Channel Partners”). Customer acknowledges and agrees that the Channel Partner Content: (i) is made available via the Services without any warranty, representation, or otherwise by the Supplier; (ii) is not subject to the terms and conditions of the TOS relating to warranties, representations, disputes, indemnities, and intellectual property; (iii) is not controlled by the Supplier and it may be withdrawn or amended at any time; and (iv) shall be governed by and subject to separate terms and conditions, including related to access, use, and payment, issued by the relevant Channel Partner. The Customer acknowledges and agrees that the Supplier acts solely as a display platform in respect of the Channel Partner Content. Any dispute relating to Channel Partner Content shall be addressed directly between the Customer and the relevant Channel Partner, and the Customer shall not hold the Supplier liable.

Customer Rights, Obligations and Restrictions

5.11 The Customer shall: (i) comply with all Applicable Laws and regulations with respect to its activities under the TOS; (ii) obtain, maintain, and be solely responsible for all necessary licenses and consents required for Customer’s creation and use of Customer Data; (iii) be solely responsible for procuring and maintaining its network connections and telecommunications links to access the Services; and (iv) not attempt to reverse engineer, copy, decompile, disassemble or otherwise reduce to human-perceivable form all or any part of the Services, API, or Content, except as may be allowed by any Applicable Laws which is incapable of exclusion by agreement between the parties.

5.12 The Customer agrees and undertakes that:

(a) it will ensure that Authorised Users only access and use the Services and Content in accordance with the TOS and it shall be responsible for any Authorised User’s and Internal Recipient’s breach of the TOS, and it will use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services, API or Content and notify the Supplier promptly of any unauthorised access or use;

(b) the maximum number of Authorised Users and Internal Recipients, as applicable, that access and use the Services, Summaries, or Content shall not exceed the number of User Subscriptions and within 10 days of a written request by the Supplier, the Customer shall provide a current list of Authorised Users;

(c) it will not allow or suffer any User Subscription or Authentication Credentials to be shared or used by more than one individual;

(d) it shall not provide User Subscriptions to individuals in territories sanctioned by the UK, EU, US, and/or UN;

(e) it shall not access the Services, API or Content for the purpose of building a competitive product or service or copying their features or user interface;

(f) it shall not use, or allow others to use, the Services, API, or Content for product evaluation, benchmarking, or any form of comparative analysis intended for public release, unless explicitly permitted by the TOS;

(g) it shall not use the Services, API, or Content in the preparation, creation and/or trading of financial instruments or products (including but not limited to: OTC or derivative products, other traded financial instruments or products or otherwise) without the Supplier’s express prior written consent in its absolute discretion;

(h) it shall not permit access to the Services or Content by any entity or person that the Supplier deems acting reasonably to be its competitor;

(i) it shall permit the Supplier to monitor the Customer’s use of the Services, API, Content, and Authentication Credentials using activity and usage logs;

(j) it shall use reasonable commercial endeavours to not introduce into the Services any virus or other code or routine intended to disrupt or damage the Services, API or Content, or collect information about the Services or its users;

(k) it shall not access, store, upload, distribute or transmit any material during its use of the Services that: (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (ii) facilitates illegal activity; (iii) depicts sexually explicit images; (iv) promotes unlawful violence; (v) is discriminatory based on race, gender, religious belief, sexual orientation, disability, or other protected characteristic; or (vi) is otherwise illegal or causes damage or injury to any person or property;

(l) it shall not access or use the Services or the API by means of any interfacing program, script, automated program, electronic agent or “bot”, or upload any of the Content into third-party or other online services, except as authorised in writing by Supplier;

(m) unless otherwise expressly agreed by the Supplier in writing, it shall not allow the Services, API and/or Content (including any Summaries and Derived Content) to be used for, or in connection with, training, operating, or connecting by any machine learning, artificial intelligence, neural network or large language model tool, software, service or platform;

(n) it shall not rely on the Services and/or Content for making investment decisions;

(o) it shall not conduct, facilitate, authorise, or permit any text or data mining or web scraping in relation to the Services or Supplier’s websites and platforms;

(p) it shall not permit the Content to be used for the provision of personalised or tailored financial or investment advice to third parties;

(q) it shall not commercially exploit, sell, license or distribute any Content; and

(r) it shall comply with all applicable antitrust and competition laws, and shall not use any Supplier or Supplier Affiliate event (online or in-person), meeting, materials, Services or Content to violate any applicable antitrust or competition laws.

5.13 If the Customer purchases a Service feature that entitles the Customer to upload Customer Data to the Services, the Customer may use the Services’ functionality to do so in accordance with any documentation supplied by the Supplier or any relevant Order Form. The Services do not include storage or back-up functionality and the Customer is solely responsible for maintaining sufficient copies and back-ups of all Customer Data.

This Clause 6 shall only apply where the Customer has elected to purchase the “Data Direct” API package as set out in an Order Form.

The following definitions apply to the TOS if the Customer purchases the “Data Direct” API package:

API Call: each call from an Application via the API to interact with the Supplier’s “Data Direct” API service.

API Key: the unique security code the Supplier makes available for Customer to access the API.

API Tier: the relevant API tier as identified on the Order Form.

Application: any applications developed by or for the Customer to interact with the API (including ERP (Enterprise Resource Planning) systems, databases, applications, PowerBI tools).

Derived Content: content prepared by Customer solely for Customer’s Internal Use by combining, summarising and aggregating API Content with other data sources, including proprietary information of Customer, provided (i) the output cannot be used as a substitute for the  Services or Content, (ii) does not resemble the API Content, (iii) cannot be identified as originating from the API Content, and (iv) cannot be reverse-engineered, disassembled, or decompiled to reveal the API Content.

6.1 If a Data Direct or API product is specified on an Order Form, the Customer shall be entitled to access relevant Content by way of an API subject to the terms of this clause 6 (the “API Content”). From time to time, certain API Content may not be available for distribution via API due to third-party licensing or other restrictions.

6.2 The Customer and its Authorised Affiliates shall not (and shall ensure that Authorised Users do not):

(a) make API Calls in excess of the restrictions set out in the API Tier;

(b) remove any proprietary notices from the API or API Content;

(c) use the API or API Content in any way that infringes or misappropriates, or otherwise infringes any intellectual property or any other rights of any entity, or violates Applicable Laws;

(d) design or allow the Application(s) to disable, override, or otherwise interfere with Supplier communications, consent screens, user settings, alerts, warning or similar features;

(e) use the API, including in any Application(s), to replicate or attempt to replicate the Services’ user experience, Content or API (including the Supplier’s online platforms);

(f) attempt to cloak or conceal the identity of the Customer and the Application(s) when requesting authorisation to use the API or making an API Call;

(g) sub-license or resell the API, API Content and/or Derived Content;

(h) except to the extent it may be expressly permitted under this clause 6:

(i) combine or integrate the API or API Content with any software, technology, services or materials;

(ii) pass or allow access to the API or API Content to any third party;

(iii) access any part of the API or API Content to develop a product or service which competes with the API or any part of Supplier’s products and services;

(iv) commercially exploit, sell, license or distribute any API or API Content or any Derived Content.

6.3 Except as may be required by Applicable Laws, the Customer shall not (and shall not allow any third party to) copy, adapt, reverse engineer, decompile, disassemble, modify, or make error corrections to the API, in whole or in part. The Customer shall ensure that the API Key and all log-in information is kept secure and confidential, and that it is not shared with any third party.

6.4 Authorised Users may access and use the API Content for Internal Use only and may create Summaries and Derived Content subject to the terms hereunder. Internal Recipients shall not access or use the API Content, but may receive and use Summaries or Derived Content shared by Authorised Users for Internal Use only.

The terms applicable to any service levels are as identified at https://www.expanamarkets.com/service-levels/.

8.1 The Customer shall pay all Fees in accordance with the payment terms on an Order Form. The Fees are expressed as exclusive of any applicable tax, levy, impost, duty, charge or fee, excise and other similar taxes (“Tax”). The Customer shall pay applicable Tax in accordance with the relevant law, in addition to the Fees. Payment obligations are non-cancellable and Fees non-refundable.

8.2 If payment is not received within the period stated on an Order Form, the Supplier may, on a 10 days’ notice and without liability, disable the Customer’s Authentication Credentials and access to the Services until the outstanding invoice(s) have been paid, without prejudice to any other rights and remedies.

8.3 If the Customer fails to pay any Fees due to the Supplier by the due date, interest shall accrue on the overdue amount at the rate of 1.5% per month or the maximum permitted by law, calculated from the due date until payment is received in full (before or after judgment). The Customer shall pay the interest together with the overdue amount.

9.1 The parties agree and acknowledge that except as expressly specified herein all intellectual property rights belonging to a party prior to the execution of the TOS or created by the parties regardless of the TOS shall remain vested in that party.

9.2 The Customer acknowledges and agrees that: (a) all intellectual property rights in the Services, API, and Content; and (b) any goodwill generated through the Customer’s use of the Supplier’s Marks, shall belong to and vest in the Supplier.

9.3 The Customer hereby assigns to the Supplier, with full title guarantee, all intellectual property rights in any feedback or enhancement requests relating to the Services or Content provided by the Customer or Authorised Users.

9.4 Except as expressly stated herein, the Customer shall not license, sub-license, transfer or assign or grant any other rights or licenses to any intellectual property rights in the Services, API, and/or Content.

Each party undertakes that it will not at any time use, divulge or communicate to any person, except to its professional representatives or advisers or as may be required by law, or any legal or regulatory authority, any Confidential Information concerning the other party (or of any of its Affiliates) and each of the parties shall use all reasonable endeavours to prevent the publication, disclosure or misuse of any Confidential Information. Each party agrees to take measures to protect the Confidential Information of the other party from unauthorised disclosure using the same degree of care as it takes to preserve its own confidential information but in any event no less than a reasonable degree of care. Each party agrees that it will use the other party’s Confidential Information only in connection with the purposes contemplated in the TOS. 

Unless otherwise stated in an Order Form, the Customer consents to the Supplier listing its name and referring to it as a customer in its marketing and public relations materials, including use of the Customer’s name and logo.

12.1 The Customer shall defend, indemnify and hold harmless the Supplier and its Affiliates against claims, actions, proceedings, losses, damages, expenses and costs (including court costs and reasonable legal fees) arising out of or in connection with:

(a) any claim by a third party that the use by Customer or its Authorised Affiliates of Customer Data has breached (i) Applicable Laws; or (ii) infringes any patent, copyright, trade mark, database right or right of confidentiality;

(b) any Summaries or Derived Content;

(c) a breach of clause 5 of the TOS; and

(d) a breach of clause 6 of the TOS (where applicable),

provided that:

(a) the Customer is given prompt notice of any such claim; and

(b) the Customer is given sole authority to defend or settle the claim provided that (i) the Supplier may participate in the defense of any claim by its own counsel, at its cost and expense, and (ii) the Customer will not settle without the Supplier’s prior written consent, unless the settlement fully and unconditionally releases the Supplier and imposes no payment, action or admission of liability by the Supplier.

12.2 The Supplier shall defend, indemnify and hold harmless the Customer and its Authorised Affiliates against any claim that the Services, Content, or API infringes any patent, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

(a) the Supplier is given prompt notice of any such claim;

(b) the Customer provides reasonable co-operation to the Supplier in the defense and settlement of such claim, at the Supplier’s expense; and

(c) the Supplier is given sole authority to defend or settle the claim.

For the avoidance of doubt, this clause 12.2 does not apply to Channel Partner Content.

12.3 In the defense or settlement of a claim under clause 12.2, the Supplier may enable the Customer to continue using the Services or Content by procuring rights, replacing, or modifying them to be non-infringing; or, if such remedies are not reasonably available, terminate the TOS and refund the Customer on a pro rata basis for any prepaid fees for the remainder of the current Services Term, with no further liability or obligation to pay liquidated damages or other additional costs.

12.4 In no event shall the Supplier be liable to the Customer to the extent that the alleged infringement is based on:

(a) a modification of the Services, Content, or API by anyone other than the Supplier or its Affiliates; or

(b) the Customer’s use of the Services, Content, or API in a manner contrary to the instructions given to the Customer by the Supplier; or

(c) the Customer’s continued use of the Services, Content, or API after notice from the Supplier or an appropriate regulatory authority of an alleged or actual infringement (as described in clause 12.2).

12.5 The foregoing clauses 12.2 to 12.4 state the sole and exclusive rights and remedies of the Customer and its Authorised Affiliates, and the entire obligations and liability of the Supplier (including its employee, agents and sub-contractors), for infringement of any patent, copyright, trade mark, intellectual property right, database right or right of confidentiality.

Supplier will process the Customer Personal Data as a “processor” (as defined in Applicable Data Protection Laws) on behalf of the Customer in compliance with Applicable Data Protection Laws and the DPA (available at https://www.expanamarkets.com/personal-data-processing-terms/). Both parties will comply with Applicable Data Protection Laws and all applicable requirements of the DPA. 

14.1 Each party warrants and represents to the other that (i) it has the right to enter into these TOS; (ii) it will comply with Applicable Laws; and (iii) it will comply with its responsibilities and obligations within these TOS.

14.2 Except as expressly stated herein, all warranties, conditions and terms (whether express or implied by statute, common law or otherwise) are excluded to the fullest extent permissible by law.

14.3 EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE, THE SERVICES AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE SUPPLIER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES AND CONTENT. THE SUPPLIER MAKES NO WARRANTY THAT: (A) THE SERVICES OR CONTENT WILL MEET CUSTOMER’S REQUIREMENTS; (B) THE SERVICES WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) THE SERVICES OR ANY CONTENT WILL BE ACCURATE OR RELIABLE; OR (D) THE CONTENT WILL MEET CUSTOMER’S EXPECTATIONS. THE CONTENT SHOULD NOT BE RELIED UPON FOR PERSONAL, LEGAL, TECHNICAL, OPERATIONAL, OR FINANCIAL DECISIONS AND CUSTOMER SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO CUSTOMER’S SITUATION. ANY CONTENT ACCESSED, DOWNLOADED OR OTHERWISE OBTAINED IS USED AT CUSTOMER’S OWN DISCRETION AND RISK.

15.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, OR FOR ANY LOST PROFITS (DIRECT OR INDIRECT), LOSS OF BUSINESS OR BUSINESS OPPORTUNITIES, LOST REVENUE, ANY PURE ECONOMIC LOSS, LOSS OF ANTICIPATED SAVINGS AND/OR WASTED EXPENDITURE (INCLUDING MANAGEMENT TIME), ANY LOSS OR LIABILITY (WHETHER DIRECT OR INDIRECT) UNDER OR IN RELATION TO ANY OTHER CONTRACT, OR LOSS OF DATA OR USE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICES, CONTENT OR AN ORDER FORM, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES, PROVIDED THAT THE FOREGOING SHALL NOT LIMIT THE INDEMNIFICATION OBLIGATIONS OF EITHER PARTY UNDER CLAUSE 12.

15.2 SUBJECT TO CLAUSES 15.1, 15.3, AND 15.4, EACH PARTY’S MAXIMUM TOTAL AGGREGATE LIABILITY IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), MISREPRESENTATION (WHETHER INNOCENT OR NEGLIGENT), RESTITUTION OR OTHERWISE, ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THE TOS SHALL BE LIMITED TO THE TOTAL FEES PAID OR PAYABLE UNDER AN ORDER FORM IN RESPECT OF WHICH THE LIABILITY AROSE DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

15.3 EACH PARTY’S MAXIMUM TOTAL AGGREGATE LIABILITY FOR BREACH OF CLAUSE 10 (CONFIDENTIALITY) AND/OR CLAUSE 13 (DATA PROTECTION) SHALL BE CAPPED AT USD $1,000,000 (ONE MILLION DOLLARS).

15.4 EACH PARTY’S LIABILITY IN RESPECT OF CLAUSE 12 (INDEMNITIES) SHALL BE CAPPED AT USD $3,000,000 (THREE MILLION DOLLARS).

15.5 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS CLAUSE 15, NEITHER PARTY EXCLUDES OR LIMITS LIABILITY TO THE OTHER PARTY FOR: (A) INTENTIONAL MISCONDUCT, FRAUD OR FRAUDULENT MISREPRESENTATION; (B) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; (C) WHERE APPLICABLE, A BREACH OF ITS OBLIGATIONS IMPLIED BY SECTION 12 OF THE UK SALE OF GOODS ACT 1979 OR SECTION 2 OF THE UK SUPPLY OF GOODS AND SERVICES ACT 1982 (OR EQUIVALENT LEGISLATION IN ANOTHER JURISDICITON) (D) ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR IT TO EXCLUDE LIABILITY.

16.1 The applicability of the TOS commences on the “Start Date” specified on an Order Form and continues for the Services Term as specified on an Order Form.

YOUR ATTENTION IS DRAWN TO THE AUTO-RENEWAL TERMS HEREIN.

16.2 Unless expressly stated otherwise in an Order Form, the Services shall automatically renew for successive annual periods. Upon automatic renewal, the latest available version of the TOS shall apply, unless otherwise expressly agreed between the parties in writing. Renewal will occur without further action unless either party delivers valid written notice of non-renewal at least thirty (30) days prior to the end of the then-current Services Term. For the Customer, such notice shall only be effective if submitted by one of the following methods: (i) email to [email protected], or (ii) use of the click-to-cancel feature at https://www.expanamarkets.com/cancel. Notice is deemed effective only upon receipt by the Supplier. No other communication, including discussions regarding Services, Content or Fees, shall constitute or override valid notice under this clause. Failure to provide valid notice in accordance with this clause shall result in binding renewal of the Services for the applicable renewal term, and the Customer shall remain fully liable for all associated Fees without any right of refund, credit, or cancellation.

16.3 Except as stated otherwise on an Order Form, (i) any discounts do not apply to renewal terms; and (ii) the Fees during any renewal will increase by up to 7% above the preceding Services Term’s undiscounted Fees, unless the Supplier provides written notice of alternative pricing to the Customer before the then current Services Term ends, in which case the notified pricing shall apply during any renewal Services Term.

16.4 Without prejudice to its other rights and remedies herein, in the event that (i) the Customer or its Authorised Affiliates use the Content other than as permitted in the TOS without the Supplier’s prior written consent or (ii) there is reasonable evidence of breach or the Customer’s use otherwise poses possible serious risks to the Supplier’s systems or the Services, then the Supplier may (in its sole discretion) terminate the TOS or suspend the Customer’s access and use of the Services and Content with immediate effect.

16.5 Either party may terminate the TOS with immediate effect by giving written notice to the other if the other party:

(a) commits a material breach of any term of the TOS which cannot be remedied or, if remediable, fails to remedy such breach within 30 days after being notified in writing to do so;

(b) threatens to or does suspend debt payments, is unable to pay its debts when due, or admits inability to pay its debts,

(c) becomes the subject of a petition in bankruptcy or any other proceeding relating to a winding up order, insolvency, receivership, liquidation or assignment for the benefit of creditors;

(d) becomes, or any of its Affiliates or officers, become subject to sanctions or a relevant sanctions regime renders the performance of these TOS impermissible;

(e) is in breach of clauses 18.11 and 18.12; or

(f) undergoes any equivalent or similar event or proceeding in any jurisdiction to which it is subject to those in (a) and (b)

16.6 The Supplier may terminate the TOS immediately: (a) by giving written notice if the Customer undergoes a change of control in which a competitor (as reasonably determined by the Supplier) obtains an interest in the Customer; or (b) if Supplier reasonably determines that the Customer is or could become a competitor, is building or intends to build a competitive product or service, or could otherwise misuse the Content and/or Services in a manner contrary to these TOS or the Order Form.

16.7 Upon termination (or expiry) of the TOS for any reason:

(a) the Customer shall immediately pay all outstanding unpaid invoices and interest to the Supplier. For Services performed but not yet invoiced, the Supplier will issue an invoice, payable within 10 days of receipt;

(b) all rights to use the API, Content and Services granted under the TOS shall immediately terminate;

(c) Supplier shall be entitled to destroy or otherwise dispose of any of the Customer Data in its possession;

(d) subject as otherwise provided herein and to any rights, obligations or liabilities which have accrued prior to termination, neither party shall have any further obligation to the other under the TOS;

(e) immediately, and in any event within 10 days of expiry or termination, the Customer shall delete all Content, including downloads, portions of raw data Content in its possession or under its control, and API Content embedded in Derived Content (if any) and will confirm deletion in writing, unless otherwise agreed with the Supplier in writing, or as required by Applicable Laws. Summaries may be retained confidentially. Where Applicable Laws require retention beyond 10 days, the Customer shall only retain Content as legally necessary and shall not use it for any other purpose; and

(f) The provisions of clauses 9, 10, 12, 13, 15, 17, 18, and any other provisions contained herein which by their nature or intent should survive termination or expiration of the TOS shall continue in full force and effect.

17.1 Notices under the TOS shall be in writing and either (i) sent by pre-paid certified mail or airmail by a recognised mail carrier (return receipt requested) to the address of the relevant party as set out on an Order Form or to such address as subsequently notified to the other party pursuant to this clause) or (ii) in respect of changes to the TOS, via the Supplier’s website at https://www.expanamarkets.com/legal/ or (iii) by email, in the case of the Customer, delivered to the email address as set out on an Order Form and in the case of the Supplier, delivered to [email protected]. Email notices shall be deemed to have been delivered at the time of sending (provided always that no “out of office” or server rejection notice is received by the sender). Post notices shall be deemed to be delivered on the date given on the proof of delivery.

17.2 This TOS and any Order Form made subject to it, its subject matter and formation, and any disputes (including non-contractual claims) shall be governed as follows:

18.1 Other than as expressly set out herein, the TOS is not intended to convey a benefit on any person not a party to it and no third party shall have any rights to enforce any of its terms.

18.2 If there is a conflict between the TOS, Third Party Terms, or an Order Form, the following order of precedence shall apply: (i) Order Form, (ii) Third Party Terms (for relevant Third Party Content), and (iii) the TOS.

18.3 Conflict of law principles do not apply. Both parties agree that any dispute or claim will be resolved only in the relevant courts with exclusive jurisdiction and venue. The parties specifically exclude the United Nations Convention on Contracts for the International Sale of Goods and the 1974 Convention on the Limitation Period in the International Sale of Goods, including any amendments.

18.4 Neither party shall be in breach or liable for delays to perform its obligations caused by circumstances beyond its reasonable control, and such party will have a reasonable extension of time to perform. If performance is prevented for 60 days (or another agreed period), either party may terminate the TOS by notice to the other, and the provisions in Clause 16.7 shall apply.

18.5 Any variation or amendment of the TOS or Order Form must be in writing and signed by an authorised representative of each party.

18.6 The Customer may not assign, transfer or charge all or any of its rights or obligations under the TOS or an Order Form. The Supplier 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 the TOS or an Order Form, and it shall be responsible for the acts and omissions of such subcontractors.

18.7 Failure or delay to exercise any right under the TOS or an executed Order Form or by law shall not waive that or any right or remedy, nor preclude or restrict further exercise. A single or partial exercise of any right or remedy does not preclude or restrict additional rights or remedies.

18.8 Nothing herein is intended to or shall operate to create a partnership or joint venture of any kind between the parties, or a relationship of investment advisor between the parties. Neither party shall have authority to act in the name or on behalf of the other. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

18.9 If any provision herein is held to be void or unenforceable, it shall be deemed to be deleted from the TOS and the remaining provisions shall continue in full force and effect. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal, if modified, the provision shall apply with such modification as necessary to give effect to the greatest extent possible to the commercial intention of the parties.

18.10 The TOS, together with an Order Form supersede and extinguish all prior representations, arrangements, understandings and agreements between the parties (whether written or oral) relating to their subject matter and are the entire complete and exclusive agreement and understanding between the parties relating to the subject matter. The parties agree that (i) only the TOS and an Order Form made subject to these TOS shall be legally binding between the parties; and (ii) in the event that the Customer presents its own terms and conditions they are expressly excluded from the TOS. Each party acknowledges that (i) it has not relied on any representation, arrangement, understanding or agreement (whether written or oral) not expressly set out or referred to herein; and (ii) it shall have no claim for innocent or negligent misrepresentation, or negligent misstatement based on any statement in the TOS.

18.11 Neither party shall export, directly or indirectly, any data, software, products, or Content received under the TOS in breach of any Applicable Laws, including United States export laws and regulations, to any country for which a government or governmental agency requires an export license or other formal approval without first obtaining such license or approval.

18.12 Each Party shall comply with all Applicable Laws including any that are specific to the TOS, the Services and the Content, anti-bribery laws (including but not limited to the US Foreign Corrupt Practices Act and the UK Bribery Act 2010), anti-trust laws, anti-corruption laws, anti-money laundering laws, international trade laws and regulations and sanctions laws of the US, EU, UK, UN and any other governmental or supranational body (“Sanctions”) with jurisdiction over the TOS or either party. Each party represents and warrants to the other that it:

(a) and its Authorised Users and Internal Recipients are not a subject of Sanctions;

(b) is not owned or controlled by any person or entity subject to Sanctions;

(c) is not located or organised in or owned or controlled by persons or entities in a jurisdiction subject to Sanctions; and

(d) will not transfer, provide access, or use the Services or Content: to or for the benefit of any Specially Designated National (as designated by the U.S. Department of the Treasury’s Office of Foreign Assets Control), to or in any jurisdiction subject to Sanctions, or to any other party if such transfer, access, or would constitute a violation of Sanctions.

18.3 The Order Form incorporating the TOS may be executed in counterparts (including by facsimile, PDF signature, electronic signature service, e.g., DocuSign or other electronic means). Each counterpart is considered an original and together they form one and the same agreement. An electronically delivered signed copy has the same legal effect as a physical original. 

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