AlphaSights Expert Platform Terms

1.1 In these Terms, in addition to those defined above, the following terms shall have the following meanings:

"AlphaSights Confidential Information" means all information in any medium or format (written, oral, visual or electronic), that relates to AlphaSights, its affiliates and their respective employees, officers, directors and Clients (including any Client users) or suppliers, and that is directly or indirectly disclosed by AlphaSights, any Client or any Client Third Party to You on the Expert Platform or otherwise in the course of Your dealings relating to these Terms or the Terms of Engagement, whether before or after the date of these Terms;

"Account" has the meaning given to it in Clause 2.1;

"AI Technology" means AlphaSights' integration of artificial intelligence (including but not limited to generative AI technology) into the Expert Platform to enhance Expert experience and functionality when accessing the Expert Platform;

"AlphaSights Data" means all proprietary information gathered, created, produced, compiled, displayed, or owned by AlphaSights and its affiliates;

"AlphaSights IP" means all Intellectual Property Rights owned or created by AlphaSights, including all Intellectual Property Rights subsisting in AlphaSights Data and the Expert Platform;

"Applicable Law" means in respect of either Party, all laws, statutes, regulations, directions, guidelines and codes of conduct of any governmental or other regulatory body of competent jurisdiction and any orders of any court or other tribunal of competent jurisdiction which are applicable to the performance by that Party of its rights and/or obligations under these Terms;

"Client" means any entity, including their affiliates, and any of their respective users, who requests or completes a Transaction with You in accordance with the Terms of Engagement, but does not include a Client Third Party;

"Client Third Party" means any third party entity whom a Client wishes to join a Transaction in relation to a Scope, including participating in Transactions or engaging with Experts;

"Confidential Information" means any information that: (i) you have a duty to keep confidential; (ii) you have obtained from a person or entity who expects you to keep such information confidential; or (iii) could reasonably expect to be considered confidential;

“Expert Engagement Record" means (i) a transcription or summary of a Transaction produced by AlphaSights or a third party on AlphaSights' behalf or (ii) any other output, including, but not limited to, work product, survey responses, industry overviews, reports, company primers, interaction summaries, structured insights and synthesised insights, solicited from, submitted by or derived from you or a Transaction;

"Inside Information" means any information (i) that is not generally known to the public, (ii) that relates to any specific publicly-traded security, (iii) which a reasonable investor would likely consider important in making an investment decision including without limitation, the decision to buy or sell a company's debt, equity or hybrid securities, (iv) if it were to be known, it would reasonably be expected to have an impact on the price of a security, or (v) any equivalent type of information constituting inside information under applicable laws, rules and regulations in a relevant jurisdiction, including without limitation, the UK Financial Services and Markets Act 2000, the UK Criminal Justice Act 1993 and/or any information constituting material non-public information under the US Securities Exchange Act of 1934 or any similar or equivalent applicable legislation or laws in any jurisdiction inside or outside the United States and the United Kingdom;

"Intellectual Property Rights" means (a) any patent, rights to inventions, designs, copyright and related rights, moral rights, database right, trademark, service mark, trade name, the right to sue for passing off or unfair competition; (b) proprietary rights in domain names; (c) rights to use, and protect the confidentiality of, trade secrets, know-hows, and confidential information; (d) applications, and rights to apply for and be granted registrations including extensions and renewals of such rights; and (e) all other intellectual property rights of a similar nature or having an equivalent effect under the laws of any jurisdiction, in each case whether registered, registrable, unregistered, statutory, common law or otherwise;

2.1 You will need to register an account with AlphaSights in order to access and use the Expert Platform (the "Account"). You will be asked to provide certain information (such as Your email address), as part of AlphaSights' security procedures. Your application to register an Account is an offer to AlphaSights, which AlphaSights accepts by sending You an email confirmation.

2.2 You must not disclose Your login details to any third party or share any links provided to You through Your email or otherwise. You must access the Expert Platform only through Your Account and not via any other means, including any account belonging to a third party.

2.3 AlphaSights has the right to disable Your Account at any time, including, without limitation, if in its reasonable opinion You have failed to comply with any of the provisions of these Terms or the Terms of Engagement.

2.4 You are solely responsible and solely liable for any unauthorised use of Your Account login details.

3.1 Your access and use of the Expert Platform, and access to any Transaction via the Expert Platform will be governed by, and subject to, these Terms and the Terms of Engagement. In particular (and without limitation) this means that AlphaSights may terminate these Terms and Your access to the Expert Platform in accordance with these Terms and the Terms of Engagement for any reason at any time including without limitation if You access or use the Expert Platform in any way that is contrary to these Terms and the Terms of Engagement.

3.2 AlphaSights shall endeavour to provide constant, uninterrupted access to the Expert Platform, however:

3.2.1 access to the Expert Platform may not be uninterrupted, timely, secure or error-free; and

3.2.2 from time to time, AlphaSights may need to suspend access to the Expert Platform to carry out upgrade and/or maintenance work.

3.3 In accessing and using the Expert Platform, You warrant and undertake that:

3.3.1 You will not disclose, and Your Information will not contain, any Confidential Information, Inside Information or Proprietary Information on or through the Expert Platform. In the event You come into possession of any Inside Information, you will act in accordance with Applicable Law as a possessor of such information;

3.3.2 You will not disclose any information which would identify AlphaSights, Client or Client Third Party to any third party;

3.3.3 Unless agreed otherwise, You will not communicate with any Client in any way, other than through AlphaSights;

3.3.4 You will not input, upload, post, submit or transmit any statements or materials to or through the Expert Platform that are unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous, invasive of privacy, hateful, or racially, religiously, ethnically or otherwise objectionable, and

3.3.5 You have the right and authority, and have obtained all necessary consents, authorisations and waivers to access and use the Expert Platform, including without limitation, all necessary consents, authorisations and waivers (a) to provide, disclose and otherwise confirm Your Information and (b) to receive payments in exchange for Your participation in any Transactions.

3.4 In accessing and using the Expert Platform, You acknowledge and agree that:

3.4.1 any information, including without limitation, Your Information, that you provide or confirm to AlphaSights, a Client or a Client Third Party on or through the Expert Platform or otherwise, is and will be true, accurate and not misleading. In particular, You confirm and agree that (a) You will (i) ensure that Your legal name and career history summary over the past six years is correct and (ii) inform AlphaSights immediately of any inaccuracies or omissions in this regard and (b) any information and responses You provide on or through the Expert Platform are permissible, lawful and do not breach any obligation owed to any third party, including Your current and any former employers.

3.4.2 AlphaSights may verify Your identity, conduct a background check, including through a third-party service provider, and seek to confirm Your employment history and education credentials, as well as check for any criminal history. Where You complete an identity verification check, You agree to comply with any applicable third party's terms and agree that AlphaSights has no responsibility whatsoever for such third party's terms or services.

3.4.3 AlphaSights may use and share any information that You provide, disclose or confirm on the Expert Platform, including without limitation, Your Information, with a Client or Client Third Party in connection with a Transaction (or a potential Transaction) and for AlphaSights' legitimate business purposes. This includes sharing some or all of Your Information with Client(s) in order for Client(s) to determine whether to (i) request the scheduling of Transactions with You or (ii) access specific Expert Engagement Records.

3.4.4 You agree that You are entering into these Terms in an individual capacity, and not as an employee, representative or agent of Your employer (or former employer) or any third party, nor as a professional advisor to Client(s). Further, You confirm that You are not a resident of any sanctioned country (sanctioned countries include: Afghanistan, Belarus, Cuba, Iran, North Korea, Syria, Russia, Crimea Region, Donetsk Region, Luhansk Region).

3.4.5 AlphaSights may share any information provided by You, including without limitation, Your Information, with its underlying third-party providers (including artificial intelligence providers) and AlphaSights accepts no responsibility whatsoever for any information shared with any such third-party providers.

3.4.6 AlphaSights does not, and will not, provide any representation, guarantee, warranty or undertaking, or accept any responsibility or liability whatsoever in respect of any information you provide, disclose or otherwise confirm to AlphaSights on or through the Expert Platform, including but not limited to, Your Information, as well as to the accuracy, completeness, legality, non-infringement of third-party Intellectual Property Rights, reliability or predictive value of Your Information.

3.4.7 You will provide all reasonable assistance to AlphaSights in responding to any regulatory enquiries relating to any information, including without limitation, Your Information, that you provide on or through the Expert Platform.

3.5 AlphaSights does not represent that the Expert Platform or any content and materials made accessible on or through the Expert Platform is appropriate for use in any particular location or for any or all purposes. You are choosing to access the Expert Platform on Your own initiative and are responsible for complying with all Applicable Law.

3.6 AlphaSights may contact you regarding Your possible participation in a Transaction. Discussing a particular Scope with you merely constitutes an attempt to determine Your potential suitability and AlphaSights cannot guarantee you will be contacted again or indeed that Client(s) will request to schedule or complete a Transaction with you, as Client(s) determine with whom they wish to request to schedule Transactions at their sole discretion. You agree that any matters disclosed during the discussion of the Scope will be AlphaSights Confidential Information.

4.1 You agree that You will not use or share any information provided to You on the Expert Platform except as otherwise permitted in writing by AlphaSights.

4.2 You agree that You will not, and will not permit anyone to:

4.2.1 download, store, record, copy, reproduce, republish, transmit, transfer, display, distribute, take screen shots of or otherwise share any portion of the Expert Platform, including any information or materials embedded in the Expert Platform with any third party;

4.2.2 access or use or attempt to access or use the Expert Platform by any automated means or otherwise (including any deep-link, scraper, robot, bot, spider, data mining, computer code or any other device, program, tool, algorithm, process or methodology or process having similar functionality)for the purposes of scraping, extracting, harvesting or otherwise obtaining any AlphaSights Data or Personal Data from the Expert Platform, or to access, acquire, copy or monitor any part of the Expert Platform;

4.2.3 You will not use any AI Technology in conjunction with Your use of the Expert Platform, including without limitation, using any AI Technology to provide any information on the Expert Platform, including without limitation, Your Information;

4.2.4 collect or harvest any AlphaSights Data made available to You on the Expert Platform or any of AlphaSights' systems or attempt to decipher any transmission to or from the servers running the Expert Platform;

4.2.5 make alterations to, or modifications of, the whole or any part of the Expert Platform, or permit the Expert Platform or any part of it to be combined with, or become incorporated in, any other programs;

4.2.6 decompile, disassemble, decrypt or reverse engineer any portion of the Expert Platform;

4.2.7 use the Expert Platform in conjunction with any machine learning, neural network, deep learning, predictive analytics or other artificial intelligence computer or software program;

4.2.8 violate the security of the Expert Platform or attempt to gain or facilitate unauthorised access to the Expert Platform or AlphaSights' computer systems or networks connected to any server associated with AlphaSights, through hacking, password mining, social engineering or any other means;

4.2.9 use any part of the Expert Platform in a manner that infringes or violates the Intellectual Property Rights or other proprietary rights of AlphaSights and its affiliates or any third party, including rights of privacy and publicity;

4.2.10 interfere with, attempt to interfere with or otherwise disrupt the proper working of the Expert Platform, AlphaSights' systems or the servers running the Expert Platform;

4.2.11 access or attempt to access any section of the Expert Platform or any information (including AlphaSights Data or Personal Data) on the Expert Platform which has not been made available to You by AlphaSights;

4.2.12 embed, frame, cache, mirror or link any part of the Expert Platform (including any content and materials made accessible on or through the Expert Platform) on Your or any third party's website or electronic platforms whether internal or external; or

4.2.13 directly or indirectly sell, lease, disclose, otherwise share, distribute, commercially exploit or transfer any AlphaSights Data, Personal Data made available to You on the Expert Platform.

4.3 You acknowledge that you have no right to have access to the Expert Platform in source-code form.

5.1 AlphaSights is the owner or licensee of all AlphaSights IP and all Intellectual Property Rights in AlphaSights IP. For the avoidance of doubt, AlphaSights IP shall not include any User IP.

5.2 AlphaSights grants You a limited, non-exclusive, non-transferable, non-sublicensable, revocable, royalty-free licence to use AlphaSights IP for the sole purpose of accessing and using the Expert Platform in accordance with these Terms and any Terms of Engagement.

5.3 You hereby grant AlphaSights a non-exclusive, irrevocable, perpetual, sub-licensable, royalty-free, fully paid up worldwide licence to store, process, copy, edit, distribute, host, display or otherwise use as AlphaSights sees fit the User IP for the purposes of operating, maintaining, and/or promoting the Expert Platform and/or other products from AlphaSights.

5.4 AlphaSights acknowledges and agrees that all Intellectual Property Rights in the User IP shall remain vested at all times in You.

5.5 You may not share AlphaSights IP or AlphaSights Data with any third party without AlphaSights' prior written consent.

5.6 You acknowledge and agree that You will not acquire any type of right or ownership in relation to AlphaSights IP other than the licence granted under Clause 5.2.

5.7 In the event that You become aware of any third party accessing, processing, downloading, copying or storing of any AlphaSights IP, You will immediately notify and cooperate with AlphaSights to enable AlphaSights to take appropriate action.

5.8 You acknowledge that the infringement of AlphaSights' Intellectual Property Rights, including of AlphaSights IP, could cause irreparable harm to AlphaSights. Accordingly, You agree that AlphaSights has the right to seek an immediate injunction, without bond or other security, against any breach or threatened breach of this clause 5 as well as the right to pursue any and all other rights and remedies available at law or in equity for such breach or threatened breach.

5.9 The Expert Platform may from time to time contain links to third party websites. You are responsible for deciding whether to access a third party website and Your use of third party websites will be governed by the terms, if any, of that third party website. AlphaSights has no responsibility, direct or indirect, for any aspect of third party websites, including but not limited to any content, goods or services provided by such third party websites. The provision of links to any third party websites is not an endorsement by AlphaSights of such websites.

6.1 Except as expressly set out in these Terms, all conditions, warranties, stipulations and other statements whatsoever that would otherwise be implied or imposed by statute, at common law or otherwise howsoever are excluded to the fullest extent permitted by law.

6.2 Nothing in these Terms excludes or limits either Party's liability for:

6.2.1 death or personal injury caused by its negligence;

6.2.2 fraud or fraudulent misrepresentation; and

6.2.3 any matter in respect of which it would be unlawful for that Party to exclude or restrict its liability.

6.3 Subject to clause 6.2 above, in no event shall AlphaSights be liable to You for any loss of profits, loss of revenue, loss of earnings, loss of contracts, failure to realise anticipated savings or for any indirect, special or consequential loss, whether arising from negligence, breach of contract or otherwise.

6.4 AlphaSights' total liability to You for any loss or damage arising out of or in connection with these Terms, whether in contract, tort (including negligence) or otherwise shall be limited to £100.

7.1 These Terms and Your access to the Expert Platform shall continue until terminated in accordance with this Clause 7.

7.2 AlphaSights may immediately terminate or suspend these Terms and Your access to the Expert Platform at any time. By way of example only, and without limitation, AlphaSights may terminate or suspend these Terms and Your access to the Expert Platform at any time if:

7.2.1 You breach any of these Terms; or

7.2.2 AlphaSights reasonably believes that You are in any way committing fraudulent and/or illegal activity in the use of the Expert Platform.

7.3 AlphaSights may also suspend or terminate Your access to the Expert Platform at any time with immediate effect if AlphaSights cannot provide access to the Expert Platform to You due to technical or operational reasons outside of AlphaSights' control.

7.4 On termination of these Terms for any reason:

7.4.1 Your access to the Expert Platform will be revoked; and

7.4.2 the licence granted in Clause 5.2 will cease.

7.5 If Your Account or access to the Expert Platform is suspended or terminated for any reason, You agree that You will not create a new Account or attempt to access the Expert Platform by any other means.

7.6 You must inform us immediately if You no longer have the authority to access or use the Expert Platform. You agree that You will not access Your Account or the Expert Platform once Your authority has ceased, and that any continued use of Your Account or the Expert Platform in such circumstances will be a breach of these Terms.

AlphaSights may make changes to these Terms from time to time. If AlphaSights makes material changes to these Terms, You will be notified of the updated Terms when You next log in to Your Account. Any updated Terms will apply to each use of the Expert Platform by You from the point at which they are published (and Your use of the Expert Platform from that point shall be deemed as acceptance by You of the updated Terms). If You do not agree to such changes, do not log in to Your Account, notify AlphaSights accordingly and AlphaSights will terminate these Terms and Your access to the Expert Platform.

9.1 You agree to keep all AlphaSights Confidential Information strictly confidential at all times and shall not use or disclose such AlphaSights Confidential Information to any third party except that You may use (but not share) AlphaSights Confidential Information strictly as required to perform Your obligations under these Terms. For the avoidance of doubt, the existence or Scope of any Transaction, the identity and details relating to the Client or any Client Third Party are AlphaSights Confidential Information.

9.2 You shall not publicise or market Your participation in any Transaction(s), Your use of the Expert Platform or Your relationship with AlphaSights, any Client or Client Third Party, including on LinkedIn or other websites or in Your curriculum vitae.

You will indemnify and agree to keep indemnified AlphaSights and its Clients, against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) in connection with, arising out of, or related to (a) any information You provide on or through the Expert Platform, including without limitation, Your Information and (b) Your access and use of the Expert Platform.

11.1 Please note that in connection with You accessing and using the Expert Platform, AlphaSights may collect, use, store and otherwise process Your Personal Data in accordance with its privacy policy available here.

11.2 AlphaSights shall not be in breach of these Terms if performance of any of AlphaSights' obligations under these Terms is prevented in full or in part or delayed by Force Majeure Event.

11.3 Your relationship with AlphaSights is that of an independent contractor and that nothing in these Terms shall be taken to create a contract of employment or to render you an employee, worker, agent or partner of AlphaSights. As such, you agree that you will not hold Yourself out as such.

11.4 These Terms and any Terms of Engagement (and any supplementary terms), Terms of Payment, Expert Code of Conduct and Compliance Undertakings constitute the entire agreement between the Parties in relation to the subject matter herein. These Terms replace and extinguish all prior agreements, draft agreements, arrangements, collateral warranties, collateral contracts, statements, assurances, representations and undertakings of any nature made by or on behalf of the Parties, whether oral or written, in relation to that subject matter (except for any Terms of Engagement, Terms of Payment, Expert Code of Conduct and Compliance Undertakings). In the event that there is a conflict between these Terms and any Terms of Engagement and any separate acknowledgements and/or undertakings given by you to AlphaSights, a Client or a Client Third Party in connection with any Transaction(s), the Terms of Engagement will prevail. The Parties acknowledge that in entering into these Terms neither have relied upon any oral or written statements, collateral or other warranties, assurances, representations or undertakings which were made by or on behalf of the other Party in relation to the subject-matter of these Terms at any time before entering into these Terms (together "Pre-Contractual Statements"), other than those that are set out in these Terms and any Terms of Engagement, Terms of Payment, Expert Code of Conduct and Compliance Undertakings. Each Party hereby waives all rights and remedies which might otherwise be available to that Party in relation to such Pre-Contractual Statements, provided that nothing in this Clause 11.4 shall exclude or restrict the liability of either Party arising out of its pre-contract fraudulent misrepresentation or fraudulent concealment.

11.5 If any provision of these Terms shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of these Terms and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The Parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid or unenforceable provision. Further and in particular the Parties acknowledge and agree that any Clause that imposes a restriction on either Party shall constitute an entirely separate and independent restriction and that the duration, extent and application of each restriction are no greater than is reasonable and necessary for the protection of the interests of the Parties but that, if any such restriction is adjudged by any court or authority of competent jurisdiction to be void or unenforceable but such restriction would be valid if part of the wording thereof were to be deleted and/or the period thereof were to be reduced and/or the area dealt with thereby were to be reduced, the said restriction shall apply within the jurisdiction of that court or competent authority with such modifications as are necessary to make it valid and effective.

11.6 Each of the provisions and part-provisions of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining provision, or part-provision as applicable, will remain in full force and effect.

11.7 If AlphaSights fails to insist that You perform any of Your obligations under these Terms, or if AlphaSights does not enforce its rights against You, or if AlphaSights delays in doing so, that will not mean that AlphaSights has waived its rights against You and will not mean that You do not have to comply with those obligations. If AlphaSights does waive a default by You, it will only do so in writing, and that will not mean that AlphaSights will automatically waive any later default by You.

11.8 Notwithstanding any other provision of these Terms, none of the Clauses shall be relied upon or enforceable under the Contracts (Rights of Third parties) Act 1999 by any third party who is not a party to these Terms.

11.9 You may not assign, transfer or sub-licence any of Your rights or obligations under these Terms, without our prior written consent.

11.10 These Terms shall be governed by the laws of England and Wales and the Parties agree that any dispute (contractual or non-contractual) arising out of or in connection with these Terms including any question regarding their existence, validity or termination shall be submitted to the exclusive jurisdiction of the courts of England and Wales. Any dispute arising out of or in connection with these Terms, as well as any claims or other matters arising from or related to Your relationship with AlphaSights and Your access or use of the Expert Platform, whether in tort, contract or otherwise, including any question regarding the existence, validity or termination of these Terms, will be conducted only on an individual basis and not by way of a representative action, class action, group litigation order or any other form of group or class action.

11.11 You acknowledge and agree that the calculation of any loss or damage of any kind arising under or in connection with these Terms that is not excluded above, shall require an individual assessment of Your specific circumstances and interests, and cannot be likened to the interests of any other party.

11.12 You agree that Clients may rely on and directly enforce these Terms. Apart from you, AlphaSights and Clients, no third party is entitled to rely on or enforce these Terms.

11.13 You will only be compensated upon the completion of a Transaction, in accordance with the Terms of Payment.

Should You have any reasons for a complaint, AlphaSights will endeavour to resolve the issue and avoid any re-occurrence in the future. You can always contact AlphaSights by using the following details:

Address: Thames Court, 1 Queenhithe, London, EC4V 3DX, United Kingdom

Email address: info@alphasights.com

Telephone number: +44 20 7399 9750