AlphaSights Subscription-User Platform Terms

1.1 Capitalised terms in these Terms, but not otherwise defined shall have the following meanings:

"Access Agreement" has the meaning given to it in Clause 5.9;

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

"Additional Credit Fees" means the fee(s) payable by Subscription Holder to AlphaSights for any additional Credits;

"Affiliate" means, with respect to any Entity, another Entity controlling, controlled by, or under common control with, such Entity. The term "control" for the purposes of this definition means possession of the power, directly or indirectly, whether by contract or ownership, to direct or cause the direction of the management and affairs of such Entity, including business and investment decisions;

"AlphaSights Data" means all proprietary information gathered, created, produced, compiled, displayed, or owned by AlphaSights and its affiliates, including profiles of Experts (including Evaluation Profiles and Transaction Profiles) or reporting materials, but not any Expert Engagement Record, accessible on the Platform or otherwise provided to You;

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

"Authorised User" means a user that a Subscription Holder and AlphaSights have granted authority to access the Platform under a Subscription Plan, which may also include Subscription Holder;

"Available Credits" means, at any point in time, the number of Credits purchased or otherwise issued under a Subscription Plan of which You are a Subscription Holder and/or an Authorised User, minus any Credits under such Subscription Plan which have been used or expired;

"Call" means a call between You and an Expert;

"Compliance Training" means the training program made available to You relating to the use of the Platform and requesting and completing Transactions;

"Confidential Information" means all information in any medium or format (written, oral, visual or electronic), that relates to AlphaSights, or to its employees, officers, clients, Experts or suppliers, and that is directly or indirectly disclosed by AlphaSights to You in the course of Your dealings relating to these Terms, whether before or after the date of these Terms. For the avoidance of doubt, this includes the Platform and any Platform Content, Transactions and Expert Engagement Records;

"Credits" means the standard units by which Your access to Platform Content on the Platform, a Call between You and an Expert, or any other Transaction, is charged;

"Direct Engagement" means any direct engagement (and, if applicable, remuneration) by You of Expert or an entity connected with Expert in relation to, and restricted to, a Scope, including, but not limited to an advisory mandate, a deal sourcing or business development agreement, a non-executive or executive position, following introduction by AlphaSights;

"Effective Date" means the date on which You sign these terms via Your click-through agreement;

"Entity" means any sole proprietorship, general partnership, limited partnership, limited liability partnership, corporation, public company, limited company, limited liability company or unlimited company;

"Evaluation Profile" means profile information for an Expert outlining, in short-view or full-view format, such Expert's experience and perspectives;

"Excluded Company" means an Entity whose employees You and/or Your Employer do not wish to engage in any Expert engagement within the context of a Scope in respect of which Expert engagements are sought by You and/or Your Employer, having notified AlphaSights of this in writing at the time of the initial request for Expert engagement(s) on such Scope;

"Expert" means an individual natural person whose profile, Expert Engagement Record, Personal Data or other information has been made available by AlphaSights to You and/or Your Employer;

"Expert Engagement Record" means transcripts of engagements with Expert(s) and 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 Expert(s) or engagements with Expert(s);

"Force Majeure Event" has the meaning given to it in Clause 16.2;

"Inside Information" means any information constituting inside information for the purposes of 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;

"Law" means any law (including common law), legislation, statute, rule, regulation, judgment, order, decree, injunction, code, ordinance or other pronouncement or requirement having the effect of law of any governmental body in any relevant jurisdiction

"Party" means each of You and AlphaSights, and "Parties" shall be construed accordingly;

"Payment Method" has the meaning given to it in Clause 14.2;

"Personal Data" means any personally identifiable information belonging to an identifiable natural person, including but not limited to, an identifier such as a name, an identification number, location data, an online identifier or factors specific to the physical, economic, cultural or social identity of that natural person and for the avoidance of doubt includes the term personal data as defined in the European Union Regulation (EU) 2016/679;

"Platform" means the online platform and its domains, incorporating proprietary technology, database and functionality owned, developed, maintained and/or operated by AlphaSights, on or through which Experts can be requested or engaged, and Expert Engagement Records and AlphaSights Data are accessible;

"Platform Content" means any AlphaSights Data, Expert Engagement Record or any other information that is accessible on the Platform;

"Pre-Contractual Statements" has the meaning given to it in Clause 16.3;

"Representative" means a person acting for or on behalf of an Entity, including but not limited to any director, officer, partner, managing member or employee;

"Scope" means the specific subject matter under consideration by You from time to time, in respect of which Your engagements with Experts are sought;

"Subscription Fees" means the fees payable by Subscription Holder to AlphaSights for a monthly or annual Subscription Plan;

"Subscription Holder" means the individual who pays for and manages the Subscription Plan;

"Subscription Plan" means a subscription plan (renewing on either a monthly or annual basis, as the case may be) for a specified number of Authorised Users to access the Platform and/or complete Transactions as contemplated under these Terms;

"Subscription Plan Start Date” means the first date of the Subscription Plan;

"Terms of Engagement" means the agreement between an Expert and AlphaSights, confirming the expected standards of Expert's eligibility and conduct in relation to their participation in Expert engagements, or contribution to, submission of, or involvement in the production of, any Expert Engagement Record, as supplemented or amended by AlphaSights from time to time;

"Transaction" means each and every instance You complete an Expert engagement, including taking part in a Call, and each and every instance that You access Platform Content on or through the Platform;

"Transaction Profile" means an Evaluation Profile including the details on how to participate in an engagement with an Expert;

"Trial Expiry Date" has the meaning given to it in Clause 3.3;

"Trial Period" has the meaning given to it in Clause 3.1;

"User IP" means all Intellectual Property Rights belonging to or controlled by You or Your Employer that are developed, created, obtained, or acquired independently of these Terms. For the avoidance of doubt, User IP does not include any Intellectual Property Rights in Expert Engagement Records;

"You" or "Your" means You, the person accessing or using the Platform solely for purposes relating to Your or Your Employer's trade, business, craft or profession, as a Subscription Holder and/or an Authorised User; and

"Your Employer" means the Entity which you are a Representative of.

2.1 You will need to register an account or accounts in order to access and use the Platform (the "Account(s)"). You will be asked to provide certain information (such as Your business email address) and to create a password, as part of AlphaSights' security procedures. Your application to register any Account(s) is an offer to AlphaSights, which AlphaSights may choose to accept by sending You an email confirmation.

2.2 You must treat Your password as confidential and You must not disclose Your password or login details to any third party, including other employees or Representatives of Your Employer. You must access the Platform only through Your individual Account(s) and not via any other means, including any account belonging to a third party or another Representative of Your Employer.

2.3 AlphaSights has the right to disable Your Account(s) and/or password, at any time, if in its reasonable opinion You have failed to comply with any of the provisions of these Terms.

2.4 You are responsible and liable for any unauthorised use of Your Account(s)' login details.

2.5 By registering for an account or accounts, You represent and warrant that (i) You are a Subscription Holder and/or an Authorised User under a Subscription Plan; (ii) any information submitted by You to the Platform (including as part of the registration process) is complete and accurate; and (iii) You and Your Employer are not subject to any applicable sanctions, or directly or indirectly owned or controlled by any person who is subject to sanctions.

3.1 Prior to commencing a Subscription Plan, AlphaSights may offer to Subscription Holder a trial period (the "Trial Period”) during which Authorised Users (at AlphaSights’ discretion) may access and use the Platform and/or request or complete Transactions in accordance with these Terms. The duration of any trial period will be specified to You when You register for Your Account(s).

3.2 If a Trial Period has been offered to You, You acknowledge that during the Trial Period:

3.2.1 certain restrictions on requesting and/or completing Transactions, as well as Your use and access of Platform Content may apply;

3.2.2 any Credits issued to You during such Trial Period shall expire immediately upon termination of the Trial Period; and

3.2.3 AlphaSights may choose to allow Subscription Holder to purchase additional Credits during the Trial Period. In the event that Subscription Holder purchases such additional Credits ("Additional Trial Credits"), all such Additional Trial Credits will expire immediately upon termination of the Trial Period, unless Subscription Holder purchases an annual or monthly Subscription Plan in which case the Additional Trial Credits will expire on the earlier of (i) the date falling 12 months from their date of issue, and (ii) the date on which the Subscription Plan under these Terms is terminated or cancelled in accordance with Clause 10.

3.3 AlphaSights will provide You with written notice that Your Trial Period will be ending at least seven calendar days prior to the final date of Your Trial Period (the "Trial Expiry Date"). If Subscription Holder does not inform AlphaSights of their intention not to proceed with a Subscription Plan prior to the Trial Expiry Date, then the Trial Expiry Date shall be the Subscription Plan Start Date and Subscription Holder shall be automatically charged the relevant Subscription Fees on or around the Trial Expiry Date.

3.4 Subscription Holder may choose to terminate the Trial Period early in order to commence the Subscription Plan.

4.1 Subject to Clause 3 above, a Subscription Holder must purchase an annual or monthly Subscription Plan in order for Authorised User(s) to access the Platform and any Platform Content and/or request or complete Transactions.

4.2 At AlphaSights’ discretion, Subscription Holder shall be permitted to add a specified number of Authorised Users to a Subscription Plan. Subscription Holder must provide the relevant details of any Authorised Users as may be required by AlphaSights.

4.3 On the Subscription Plan Start Date:

4.3.1 Subscription Holder will be charged the relevant Subscription Fees;

4.3.2 You may begin to access and use the Platform and/or request or complete Transactions in accordance with these Terms if You are an Authorised User under the Subscription Plan, until the termination of the Subscription Plan or these Terms or until You are no longer an Authorised User under a Subscription Plan (for the avoidance of doubt, You can only be an Authorised User under one Subscription Plan at any given time);

4.3.3 Subscription Holder may begin to purchase additional Credits at the prevailing Credit price (as displayed on the relevant purchase page) by paying the Additional Credit Fees; and

4.3.4 AlphaSights may choose to issue a certain number of Credits to the Subscription Plan, as set out in the Subscription Plan details when purchasing the Subscription Plan.

4.4 Unless terminated in accordance with these Terms, the Subscription Plan shall automatically renew (and Subscription Holder shall be charged for such renewal) on each monthly or annual anniversary (as applicable) of the Subscription Plan Start Date, or if such anniversary date does not exist, on the immediately preceding existing calendar date.

4.5 For the avoidance of doubt, all Credits shall expire on the earlier of (i) the date falling 12 months from their date of issue (except for Credits issued during a Trial Period which shall expire upon termination of such Trial Period), and (ii) the date on which the Subscription Plan under these Terms is terminated or cancelled in accordance with Clause 10.

5.1 Subject to Clause 14, AlphaSights shall endeavour to provide constant, uninterrupted access to the Platform, however:

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

5.1.2 from time to time, AlphaSights may need to suspend access to the Platform to carry out upgrade and/or maintenance work; and

5.1.3 AlphaSights may change or discontinue, temporarily or permanently, any feature, component, or content of the Platform at any time without notice to You.

5.2 In requesting and/or completing Transactions, You acknowledge, represent and agree that:

5.2.1 prior to requesting or completing any Transaction, (a) You have complied with all of Your Employer’s internal policies and procedures which may apply to You requesting or completing any Transaction(s) and (b) You have completed Compliance Training before participating in Your first Call (“Initial Compliance Training”) and that You will complete Compliance Training on each 12 month anniversary of your Initial Compliance Training or as otherwise requested by AlphaSights;

5.2.2 You will, at the time of the initial request, convey to AlphaSights a clear and precise Scope (to enable, in the case of requested Calls, matching of Experts for the relevant Scope in accordance with Clause 5.5.1 below) and, where applicable, clearly identify any Excluded Companies and inform AlphaSights of any other requirements relating to Transaction(s) which You or Your Employer require, including but not limited to any compliance requirements (for the avoidance of doubt, You, and not AlphaSights, are responsible for your compliance with Your or Your Employers’ internal policies and procedures);

5.2.3 You will not request participation in, participate in, or complete any Transaction where You have actual knowledge that the Expert is, at the time, employed by an Excluded Company;

5.2.4 You will not (and will not instruct or permit any third party to) record or transcribe any engagement with an Expert; and

5.2.5 other than Authorised Users who are Representatives of Your Employer who have separately entered into these Terms and completed Compliance Training themselves, You will not invite or permit any third-party individuals or Entities to request, join or complete Transactions either as your guest, or on Your behalf. If any third parties request, join or complete Transactions in breach of these Terms, You and Your Employer will defend, indemnify and hold harmless AlphaSights from any and all liability or claims for damages arising out of or in connection with such third party’s participation in, or subsequent conduct following participation in or completion of, any Transaction.

5.3 In accessing and using the Platform and/or requesting or completing Transactions, You warrant and undertake that:

5.3.1 You will not (and will not attempt to) speak to, communicate with, engage or otherwise contact, any Expert other than to complete Transactions arranged through AlphaSights;

5.3.2 You will not, and will not request AlphaSights to, engage or communicate with any Expert in circumstances which You know or become aware that engaging or communicating with Expert constitutes or would reasonably be regarded as constituting:

(a) a breach of applicable Laws or any agreement to which You and/or Your Employer, or Expert is a party;

(b) a conflict of interest on the part of Expert;

(c) a breach of a duty of confidentiality or any other obligation owed by You and/or Your Employer, or Expert to any third party;

(d) a breach of any of the terms of these Terms; or

(e) a breach of Your and/or Your Employer’s internal policies and procedures (if applicable);

5.3.3 You will not request Evaluation Profiles for, or request or complete any Transaction with, any Expert who is a director, officer or employee of an investment target that You or Your Employer is seeking to invest in;

5.3.4 You will not disclose Inside Information to AlphaSights or any Expert, and 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;

5.3.5 You will not request Evaluation Profiles for, request or complete any Transaction with, or access any Platform Content solicited from, submitted by or derived from an engagement with, any Expert who You know is a director, officer or employee of any of Your or Your Employer’s direct competitors;

5.3.6 You will not solicit or attempt to solicit, and will not request AlphaSights to solicit or attempt to solicit, from any Expert any:

(a) financial, accountancy, investment, legal, medical or other professional advice;

(b) proprietary or confidential information or any information which You could anticipate would reasonably be regarded as such;

(c) Inside Information; or

(d) trade or professional secret,

and You and Your Employer are and will always remain solely responsible for ensuring compliance with the requirements of this Clause 5.3.6;

5.3.7 You bear and will continue to bear full and sole responsibility for Your and Your Employer’s own business and investment decisions and will not base such decisions solely on any information obtained from any Expert, any Expert Engagement Record or any Platform Content;

5.3.8 You will not disclose any information which would identify any Expert to any third party, or attribute any Expert Engagement Record to any Expert or AlphaSights, without the prior written consent of each of AlphaSights and the relevant Expert;

5.3.9 unless agreed otherwise, You will not use any Platform Content (including any profile information provided for Experts) or other information obtained from AlphaSights to proactively try to, or seek to, communicate with any Expert in any way other than through AlphaSights or during a Transaction completed on or through the Platform;

5.3.10 following receipt of an Expert’s Evaluation Profile and subject to Clause 5.3.11 below, You will not communicate with such Expert in any way, other than through AlphaSights or during a Transaction completed on or through the Platform;

5.3.11 You will not directly or indirectly engage with an Expert or enter into any separate business arrangement with such Expert within one year of being provided with the Expert’s Evaluation Profile, unless You provide AlphaSights prior written notice of the same setting out details relating to the scope of services to be provided by Expert, following which AlphaSights will charge Fees in respect of such Direct Engagement (at AlphaSights’ discretion). AlphaSights’ obligations under these Terms will not apply in the case of such Direct Engagement; You and Expert shall enter into a separate agreement governing the Direct Engagement to which AlphaSights is not a party, and any remuneration payable to the Expert under such agreement shall be settled directly between You and the Expert;

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

5.3.13 You have the right and authority to access the Platform (and will not be in breach of any contracts with Your Employer or other third parties by doing so) and to incur any Subscription Fees or Additional Credit Fees via the payment methods provided to us in accordance with Clause 14;

5.3.14 without prejudice to Clause 12, You will not disclose, sell, market, license, assign or otherwise share any Platform Content or information contained in any Platform Content or any information obtained through requesting and/or completing Transactions to or with any third parties without the prior written consent of each of AlphaSights and, where applicable, the relevant Expert;

5.3.15 You will comply with all applicable Laws, statutes, regulations and codes, in particular all applicable Laws relating to anti-bribery and anti-corruption, including, without limitation, the US Foreign Corrupt Practices Act 1977 and the UK Bribery Act 2010;

5.3.16 You will only access the Platform in Your capacity as a Representative of Your Employer and solely for purposes relating to You or Your Employer’s trade, business, craft or profession and shall not access the Platform for any personal or leisure purposes; and

5.3.17 You are not directly or indirectly located in a country subject to comprehensive U.S. sanctions.

5.4 In accessing and using the Platform and/or requesting or completing Transactions, You acknowledge and agree that:

5.4.1 each Expert is an independent contractor and is not a representative of AlphaSights and any Expert Engagement Record, or information solicited from, submitted by, or derived from an Expert or engagement with an Expert solely constitutes the opinion of such Expert and not the opinion of AlphaSights;

5.4.2 the Platform and any materials made accessible on or through the Platform or otherwise (for the avoidance of doubt, this includes any Expert Engagement Records) are not, and do not purport to be:

(a) investment, financial or legal advice or any recommendation from AlphaSights or any Expert as to how to proceed with any business decisions by You or Your Employer and, in particular, is not intended to be, and should not be construed as, a recommendation or advice as regards any business or investment decision, an offer to sell, a solicitation of an offer to buy, or an endorsement or recommendation of any particular financial instrument;

(b) containing the opinions, advice, recommendations or views of AlphaSights or its Representatives;

(c) independently verified;

(d) an accurate, comprehensive, or complete record of Transactions or all relevant issues relating to their Scope; or

(e) a substitute for Your own analysis, understanding or interpretation of Transactions;

5.4.3 Expert is solely responsible for determining whether their participation in any Expert engagement given the Scope of such Expert engagement and/or contribution to, submission of, or involvement in the production of, any Expert Engagement Record is appropriate and permissible;

5.4.4 Expert is free in their sole discretion to decline participation in any Expert engagement and/or contribution to, submission of, or involvement in the production of, any Expert Engagement Record at any time, and, once participating in an Expert engagement and/or contributing to, submitting, or being involved in the production of, an Expert Engagement Record, is under no obligation to continue doing so;

5.4.5 under the Terms of Engagement, Expert is prohibited from:

(a) providing financial, accountancy, investment, legal, medical or other professional advice; and

(b) answering any questions, participating in an Expert engagement, or contributing to, submitting, or being involved in the production of, any Expert Engagement Record if:

(i) doing so could give rise to:

(a) a breach of applicable Laws or any agreement to which Expert is a party;

(b) a conflict of interest on the part of Expert, given the Scope;

(c) a breach of a duty of confidentiality or any other obligation owed by Expert to any third party;

(d) the disclosure of any Inside Information; or

(e) the disclosure of any trade or professional secret;

(ii) the subject is any Entity of which Expert is an officer, director or employee;

(iii) Expert is a director, officer or other employee of an Entity that has made or is subject to a tender offer, or is employed by an Entity that has acted on behalf of an Entity in connection with such tender offer and, in either case, the Scope is in any way related to such tender offer or takeover offer;

(iv) Expert is an auditor, and the Scope focuses on Entities it currently audits or has audited in the last three years;

(v) Expert is a doctor or medical professional participating in a clinical trial, where the results of such trial have not been made public, and the Scope can reasonably be expected to elicit, or questions on the Scope seek to elicit, material non-public or other confidential information from such trial; or

(vi) Expert has worked in the accounting or finance department of any Entity within the last six months, and the Scope or questions pertain in any way to accounting or financial issues relating to that Entity or that Entity’s Affiliates; and

5.4.6 AlphaSights does not, and will not, provide any representation, warranty or undertaking, or accept any responsibility or liability whatsoever in respect of:

(a) the appropriateness (including the non-existence of conflicts), legality or suitability of:

(i) any Expert engagement, or AlphaSights Data or Expert Engagement Record accessible to You, or any matters discussed or contained therein;

(ii) the participation of You or Expert in any Expert engagement;

(iii) Your access to the Platform, any AlphaSights Data or Expert Engagement Record; or

(iv) Expert’s contribution to, submission of, or involvement in the production of, any Expert Engagement Record;

(b) the completeness, reliability, legality, non-infringement of third-party Intellectual Property Rights, accuracy or predictive value of any documents or any other materials in any format provided to You by either Expert or AlphaSights, including, for the avoidance of doubt:

(i) any responses provided leading up to, during and following any Evaluation Profile being made accessible to You;

(ii) any information contained in Evaluation Profiles or Transaction Profiles made accessible to You;

(iii) any Expert Engagement Record; and

(iv) any Platform Content that is accessible on the Platform;

(c) Expert’s compliance with their obligations and undertakings under the Terms of Engagement; or

(d) the accuracy or completeness of any Expert Engagement Records, translation or transcription services provided in the context of a Transaction.

5.5 AlphaSights undertakes and agrees that:

5.5.1 upon AlphaSights’ receipt and acceptance of a request in accordance with Clause 5.2.2 above and subject to the remainder of this Clause 5, AlphaSights will, if applicable:

(a) use reasonable endeavours to make Evaluation Profiles for Experts that, given the Scope, AlphaSights believes You may wish to engage with, accessible to You through the Platform or otherwise; and

(b) where You request an Expert engagement with an Expert following review of an Evaluation Profile or otherwise, use reasonable endeavours to schedule an engagement with such Expert; and

5.5.2 prior to the engagement it will ensure that the Expert with whom the engagement is requested has accepted the Terms of Engagement (whose acceptance may be communicated in writing, by telephone, by email or through any AlphaSights domain).

5.6 Notwithstanding that AlphaSights may review or modify any Platform Content in line with its internal policies, AlphaSights does not, and will not, provide any representation, guarantee, warranty or undertaking, or accept any responsibility or liability whatsoever for any Platform Content, including but not limited to whether such Platform Content:

5.6.1 is accurate, comprehensive or complete;

5.6.2 is compliant with all applicable Law or in accordance with undertakings given by, and obligations of, any Expert, including under any Terms of Engagement;
does not violate or infringe the intellectual property or other proprietary rights of another party;

5.6.3 is independently verified; or

5.6.4 is free of any Inside Information, trade or professional secrets, or confidential information belonging to another party.

5.7 AlphaSights does not represent that the Platform or any content and materials made accessible on or through the Platform (which may include information from third party sources such as S&P) or any Platform Content is appropriate for use in any particular location or for any or all purposes. You are choosing to access the Platform and/or make use of any Platform Content on Your own initiative and are responsible for complying with all applicable Law.

5.8 AlphaSights may share any information provided by You (including, but not limited to, search queries) with its underlying third party technology provider(s).

5.9 Following the Effective Date, if AlphaSights enters into a separate agreement with Your Employer (an “Access Agreement”), these Terms will be superseded by such Access Agreement and You will be required to enter into a new set of user-level terms governing your use of the Platform.

6.1 You acknowledge and agree that:

6.1.1 Credits:

(a) a standard Call lasting for up to 60 minutes is charged as 1.00 Credit;

(b) a Call that lasts beyond 60 minutes is charged as 1.00 Credit, plus 0.25 Credits for every 15-minute increment commenced after 60 minutes;

(c) a Call with an Expert with whom You have already completed a Call on the same Scope, is a “Follow-up Call”. The Credits for a Follow-up Call are charged at 0.25 Credits for each 15-minute increment commenced;

(d) a Call transcribed by AlphaSights or AlphaSights-contracted third-party, is a “Human Transcript”. A Human Transcript is charged as 0.25 Credits per hour unless otherwise notified to You by AlphaSights; and

(e) a Human Transcript translated by AlphaSights or AlphaSights-contracted third-party, is a “Translated Transcript”. A Translated Transcript is charged at 1.00 Credit per hour unless otherwise notified to You by AlphaSights; and

(f) a Direct Engagement is charged as 5.00 Credits per Transaction.

6.1.2 Transaction Premium: Any Call can additionally attract a "Transaction Premium" to cover variability in the principal drivers of the costs of a given Call, as they relate to securing the participation of an Expert, or other high or added costs associated with Call delivery. AlphaSights has sole discretion in determining whether a Call carries a Transaction Premium and in setting the quantum. Any applicable Transaction Premium will be indicated to You through the profile of an Expert, on the basis of which the Transaction is requested; and

6.1.3 Rescheduling and Cancellation: In the event that a Call is rescheduled, AlphaSights reserves the right to charge 0.15 Credits for each instance such Call is rescheduled. If a Call is rescheduled within 24 hours of the time it was scheduled to commence, AlphaSights reserves the right to charge the Credits which would have been applicable to such Call had it gone ahead and lasted 60 minutes. If a Call is cancelled or does not take place for any reasons other than a Call being rescheduled, any Credits charged or chargeable for such Call shall not be refunded.

7.1 Your access to the Platform and ability to request/complete Transactions is subject to Your compliance with these Terms, and AlphaSights Data and Expert Engagement Records may only be used by You in the evaluation of and the context of the Scope of any Transaction in accordance with these Terms.

7.2 Except where necessary to exercise the rights set out in clause 7.1 above and subject to clauses 7.4 and 7.6, You may not download, store, record, copy, reproduce, republish, transmit, transfer, display, distribute, take screen shots of or otherwise share any portion of the Platform, AlphaSights Data or Platform Content.

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

7.3.1 download (except to the extent download functionality is explicitly provided by AlphaSights on the Platform in relation to that specific Platform Content), store, record, copy, reproduce, republish, transmit, transfer, display, distribute, take screen shots of or otherwise share any portion of Platform Content or any Personal Data made available to you on the Platform or otherwise and/or the Platform itself;

7.3.2 access or use or attempt to access or use the 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 Personal Data or Platform Content from the Platform, or to access, acquire, copy or monitor any part of the Platform;

7.3.3 collect or harvest any Personal Data or Platform Content made available to You on the Platform or any of AlphaSights’ systems or attempt to decipher any transmission to or from the servers running the Platform;

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

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

7.3.6 use the Platform in conjunction with any machine learning, neural network, deep learning, predictive analytics or other artificial intelligence computer or software program or use any Platform Content to train, improve, fine-tune or test any artificial intelligence models;

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

7.3.8 post, transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, worms, cancelbots or any other harmful software on the Platform;

7.3.9 use any part of the 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;

7.3.10 interfere with, attempt to interfere with or otherwise disrupt the proper working of the Platform, AlphaSights’ systems or the servers running the Platform;

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

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

7.3.13 directly or indirectly sell, lease, disclose, otherwise share, distribute, commercially exploit or transfer any Personal Data or Platform Content made available to You on the Platform; or

7.3.14 store or transmit any “protected health information” (as such term is defined in 45 C.F.R. 160.103) or Personal Data on the Platform.

7.4 You agree and acknowledge that (i) profile information for Experts is provided solely to enable You to determine whether to access Expert Engagement Records or request engagement(s) with Expert(s), and (ii) such information will only be used by You or other Authorised Users who are Representatives of Your Employer to evaluate whether to access certain Expert Engagement Records or whether to request engagement(s) with Expert(s). Such profiles may be amended or withdrawn by AlphaSights at any time and AlphaSights has absolute discretion concerning the contents of such profiles. You will not retain any of the information in the profile and You may not download, store, record, copy, reproduce, republish, transmit, transfer, display, distribute take screen shots of or otherwise share any portion of any profile.

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

7.6 You agree that You will only use Platform Content in connection with the evaluation of the Scope in connection with which You completed Transaction(s), and for no other purpose. You will not distribute, exploit or permit to be exploited, copy, reproduce, reproduce, republish, transmit, transfer or otherwise share any Platform Content except with other Authorised Users who are Representatives of Your Employer.

8.1 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.

8.2 AlphaSights grants You a limited, non-exclusive, non-transferable, non-sublicensable, revocable, royalty-free licence to use AlphaSights IP for the sole purpose of:

8.2.1 accessing and using the Platform in accordance with these Terms;

8.2.2 evaluating Expert Engagement Records in accordance with these Terms; and

8.2.3 participation in Expert engagements and completion of Transactions in accordance with these Terms.

8.3 You hereby grant AlphaSights a non-exclusive, sub-licensable, royalty-free, worldwide licence to 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 Platform and/or other products from AlphaSights.

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

8.5 You may not share AlphaSights IP, AlphaSights Data or Expert or AlphaSights Personal Data with any third party without AlphaSights’ prior written consent.

8.6 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 8.2.

8.7 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.

8.8 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 8 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.

9.1 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.

9.2 Nothing in these Terms excludes or limits either Party’s liability for:

9.2.1 death or personal injury caused by its negligence;

9.2.2 fraud or fraudulent misrepresentation; and

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

9.3 Subject to Clause 9.2 above, in no event shall AlphaSights be liable to You or Your Employer 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.

9.4 AlphaSights' total liability to You or Your Employer 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.

9.5 AlphaSights and its Representatives are not and will not be liable to You or Your Employer for any acts or omissions of any Expert, or for any Expert Engagement Record, Platform Content or AlphaSights Data, and in no event will AlphaSights or its Representatives be liable for any claims made against You or Your Employer by third parties.

10.1 Subject to the other provisions of this Clause 10, these Terms shall commence on the Effective Date and shall continue for the Trial Period (if any) and be automatically renewed on each monthly or annual anniversary (as applicable) of the Subscription Plan Start Date (or if such anniversary date does not exist, on the immediately preceding existing calendar date thereof), unless otherwise terminated or cancelled in accordance with these Terms.

10.2 Subscription Holder may cancel the Subscription Plan (which will cancel the Subscription Plan for any Authorised Users) at any time by contacting AlphaSights in accordance with Clause 17 below. Any cancellation shall take effect on the next monthly anniversary date (for a monthly Subscription Plan) or annual anniversary date (for an annual Subscription Plan) for which these Terms have been automatically renewed in accordance with Clause 10.1, and any Subscription Fees and Additional Credit Fees paid in advance by Subscription Holder for such period shall be non-refundable. These Terms shall terminate on the date that the cancellation of the Subscription Plan takes effect, except that Your obligations under Clauses 5.3, 7.1, 8 and 12 shall survive termination of these Terms.

10.3 Subscription Holder can remove or replace Authorised Users from a Subscription Plan by contacting AlphaSights in accordance with Clause 17 below, provided that Subscription Holder can, at AlphaSights’ discretion, only replace an Authorised User up to once every two months, or as otherwise agreed with AlphaSights. If Subscription Holder removes You as an Authorised User from a Subscription Plan or cancels the relevant Subscription Plan, Your Account may be suspended or terminated immediately and these Terms shall terminate on the date that You are no longer an Authorised User under the Subscription Plan, except that Your obligations under Clauses 5.3, 7.1, 8 and 12 shall survive termination of these Terms.

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

10.4.1 You breach any of these Terms;

10.4.2 Subscription Holder fails to pay any Subscription Fees for the Subscription Plan in accordance with Clause 14;

10.4.3 Your Employer enters into an Access Agreement with AlphaSights; or

10.4.4 AlphaSights reasonably believes that You are in any way committing, permitting or facilitating fraudulent and/or illegal activity in the use of the Platform.

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

10.6 On termination of these Terms for any reason:

10.6.1 Your access to the Platform will be revoked; and

10.6.2 the licence granted in Clause 8.2 will cease.

10.7 If Your Account(s) or access to the Platform are suspended or terminated pursuant to Clauses 10.4.1 or 10.4.4, You agree that You will not create any new Account(s) or attempt to access the Platform by any other means.

10.8 You must inform us immediately if You cease to be a Representative of Your Employer. You agree that You will not access Your Account(s) or the Platform or request or complete Transactions once You cease to be a Representative of Your Employer, and that any continued use of Your Account(s) or the Platform in such circumstances will be a breach of these Terms, except that You may subsequently purchase a new subscription to the Platform in Your capacity as an employee of Your new employer.

10.9 If the Subscription Holder of a Subscription Plan ceases to be a Representative of Your Employer, an alternative Subscription Holder must be promptly elected by contacting AlphaSights in accordance with Clause 17 below. If an alternative Subscription Holder is not elected, AlphaSights has discretion to cancel such Subscription Plan and any Subscription Fees and Additional Credit Fees paid in advance shall be non-refundable. These Terms shall terminate on the date that the cancellation of the Subscription Plan takes effect, except that Your obligations under Clauses 5.3, 7.1, 8 and 12 shall survive termination of these Terms. At AlphaSights’ discretion, any Available Credits under a Subscription Plan may be transferred to another Subscription Plan and/or an Authorised User may register a new Account under a different Subscription Plan.

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 login to Your Account(s). Any updated Terms will apply to each use of the Platform and any engagement with Expert(s) by You from on the point at which they are published (and Your use of the Platform and/or any engagement with Expert(s) from that point shall be deemed as acceptance by You of the updated Terms). If You do not agree to such changes, do not continue to access the Platform and/or request or complete Transactions. You should promptly notify AlphaSights accordingly and AlphaSights will terminate these Terms and Your access to the Platform.

12.1 You agree to keep all Confidential Information confidential at all times and shall not use or disclose such Confidential Information except that You may:

12.1.1 use (but not share) Confidential Information strictly as required to perform Your obligations under these Terms;

12.1.2 disclose Confidential Information to Your or Your Employer’s professional advisors in the context of an engagement subject to appropriate professional duties of confidentiality and conduct;

12.1.3 disclose Confidential Information under conditions of confidentiality to Experts to the extent necessary for the purposes contemplated in these Terms; or

12.1.4 with the prior written consent of AlphaSights,

provided that in all cases You inform the recipient of the confidential nature of the Confidential Information before disclosing the same to it and You are, at all times, responsible for the recipient's compliance with the confidentiality obligations set out in these Terms.

12.2 The provisions of Clause 12.1 shall not apply to Confidential Information which:

12.2.1 is or becomes available to You, other than pursuant to these Terms and free of any restrictions as to its use or disclosure;

12.2.2 is or becomes generally available to the public otherwise than as a direct or indirect result of disclosure by You, Your Employer or Your Employer’s Affiliates;

12.2.3 is independently developed by You or Your Employer; or

12.2.4 You are required to disclose by law or by the rules of any governmental or other regulatory body including any applicable stock exchange or by a court or other authority of competent jurisdiction provided that, to the extent You are legally permitted to do so, You give AlphaSights as much notice of this disclosure as possible and take into account the reasonable requests of AlphaSights in relation to the content of this disclosure.

12.3 AlphaSights may disclose Confidential Information to:

12.3.1 its professional advisors in the context of an engagement; and

12.3.2 its third party providers in order to facilitate the production of Expert Engagement Records, Your access to and use of the Platform or Your requesting or completion of Transactions,

in each case subject to appropriate professional and/or contractual duties of confidentiality and conduct.

12.4 You acknowledge and agree that Transactions will take place on or be arranged through the Platform and will be recorded (in visual or audio form) or transcribed only by AlphaSights or its agents having obtained prior written consent of Experts participating in such Transactions.

13.1 The following capitalised terms in this Clause 13 shall have the following meanings:

"Exclusivity Period" means in relation to any Publishable Transaction, the period of time after the Transaction, as specified by AlphaSights, during which AlphaSights agrees not to share the resulting Licensed Transcript with any third party;

"Licensed Transcript" means a transcript of a Publishable Transaction;

"Publishable Transaction" means a Transaction participated in by You, whose Transaction Contents AlphaSights may make searchable via the Platform, display through transcripts, or share with any third party, in accordance with these Terms; and

"Transaction Contents" means, in relation to any Publishable Transaction, the Licensed Transcript and all other information arising from or relating to such Publishable Transaction, including but not limited to any Evaluation Profiles, Transaction Profiles, date and time of the Publishable Transaction, synopses, summaries, associated companies, sectors, topics themes, tags or other descriptive content.

13.2 Publishable Transactions

13.2.1 You agree that any Transaction in the Call format may be a Publishable Transaction at AlphaSights’ sole discretion, as may be notified to you by AlphaSights in advance of the Transaction.

13.2.2 Notwithstanding anything to the contrary in these Terms, all Publishable Transactions will take place on the AlphaSights call platform and may be recorded (in audio form) and transcribed only by AlphaSights, its Affiliates and its agents or suppliers. You hereby consent to the recording of You and/or Your Employer’s Representatives during a Publishable Transaction and for such recordings to be transcribed.

13.2.3 AlphaSights may produce a Licensed Transcript from the recording of any Publishable Transaction. You agree that AlphaSights and its Affiliates may modify the Licensed Transcript, including to correct errors, add editorial content or to create additional condensed transcripts or excerpts from the Licensed Transcript.

13.2.4 Notwithstanding anything to the contrary in these Terms, You agree that AlphaSights and its Affiliates may choose (at their sole discretion) to share the Transaction Contents of any Publishable Transaction with other third parties, including but not limited to Affiliates and other clients of AlphaSights. This includes making such Transaction Contents searchable via the Platform or other AlphaSights domain.

13.2.5 Following the completion of a Publishable Transaction, AlphaSights undertakes not to share the Licensed Transcript with third parties (other than its Affiliates and third party suppliers to whom AlphaSights has outsourced translation or transcription services) prior to the end of the Exclusivity Period. After the Exclusivity Period has ended, AlphaSights and its Affiliates may choose to share such Licensed Transcript with third parties at any time.

13.2.6 You will ensure and warrant that all information shared during a Publishable Transaction and reflected in a Licensed Transcript: (a) is at all times accurate and complete; (b) is compliant with all applicable Law, these Terms and any obligation owed by You or Your Employer to AlphaSights or a third party; (c) does not violate or infringe the intellectual property or other proprietary rights of another party; and (d) is free of any Inside Information, trade or professional secret, or confidential information belonging to another party.

13.2.7 You undertake to notify AlphaSights in writing immediately if You become aware that any information shared or discussed in a Publishable Transaction or Licensed Transcript is confidential information, Inside Information or a trade or professional secret, or otherwise in breach of Clause 13.2.6 above.

13.3 Licensed Transcripts

13.3.1 You acknowledge and agree that You are responsible for all information contained within Licensed Transcripts and that AlphaSights is not responsible in any way whatsoever for reviewing or validating such information.

13.3.2 You undertake and agree that You shall not sell or share any Licensed Transcripts or Transaction Contents with any third party other than AlphaSights.

13.4 Intellectual Property

13.4.1 The Parties agree that You and AlphaSights have the right to use a Licensed Transcript in accordance with the respective licences granted by the applicable Expert under the Terms of Engagement.

13.4.2 Other than the Licensed Transcript(s), the Parties agree that all Transaction Contents are AlphaSights Data and You expressly acknowledge that AlphaSights and its Affiliates may freely use, modify, share or otherwise deal with Transaction Contents in their sole discretion.

14.1 Subscription Holder shall pay the Subscription Fees and any Additional Credit Fees to AlphaSights in accordance with this Clause 14.

14.2 On or before the Effective Date, Subscription Holder shall provide their contact and billing details, including valid, up-to-date and complete credit card details acceptable to AlphaSights (the "Payment Method"). By providing details of the Payment Method, Subscription Holder confirms that Subscription Holder has, and any Authorised Users have, authority to incur charges on such Payment Method.

14.3 Subscription Holder hereby authorises AlphaSights or a third-party payment processor to charge the Payment Method, as the case may be:

14.3.1 on or around the Effective Date for any Subscription Fees payable in respect of the Trial Period (if applicable), in addition to any other nominal amounts for the purposes of payment verification;

14.3.2 on or around the Subscription Plan Start Date;

14.3.3 on or around the date of each monthly anniversary (for a monthly Subscription Plan) or annual anniversary (for an annual Subscription Plan) for which the Subscription Plan has been automatically renewed in accordance with Clause 10.1;

14.3.4 on or around each date on which any additional Credits (including Additional Trial Credits) are purchased by Subscription Holder; and

14.3.5 in the event a Subscription Holder or Authorised User incurs additional Credits as part of a Call Transaction beyond the number of Available Credits, on or around each date on which such additional Credits are incurred,

in each case including for all applicable taxes and notwithstanding that the above charges to the Payment Method may constitute a prepayment for services to be provided at a future time. For the avoidance of doubt, AlphaSights is authorised to charge the Subscription Holder for any charges incurred by an Authorised User under this Agreement.

14.4 AlphaSights or a third-party payment processor will notify Subscription Holder if any payments authorised under Clause 14.3 fails for any reason and Subscription Holder shall immediately correct any errors in the Payment Method details or submit an alternative Payment Method for use. It is Subscription Holder’s responsibility to ensure payment details are correct to prevent any interruption in any Authorised User’s access to the Platform.

14.5 If AlphaSights or a third-party payment processor has not received payment by the due date, and without prejudice to any other rights and remedies it may have, AlphaSights may, without liability to You, disable Your password, account and access to all or part of the Platform and AlphaSights shall be under no obligation to provide any or all access to the Platform and/or facilitate or allow the requesting or completion of any Transactions while the payments concerned remain unpaid.

14.6 All payments received by AlphaSights are non-refundable.

14.7 Subscription Holder is solely responsible for all applicable Subscription Fees and Additional Credit Fees, and for all applicable taxes (and Subscription Holder’s acceptance of these Terms shall be deemed to be acceptance of any tax determination by AlphaSights).

14.8 AlphaSights shall be entitled to change the Subscription Fees or the Additional Credit Fees in any manner and at any time as it may determine in its sole discretion. Any price changes in respect of the Subscription Fees will take effect following notice to Subscription Holder and only in respect of the next (and any subsequent) Subscription Plan renewal following our notice. If Subscription Holder does not wish to continue the Subscription Plan in light of these changes, Subscription Holder may cancel the Subscription Plan in accordance with Clause 10.2 prior to the change.

15.1 We may contract with a third-party payment processor to support the charging of the Subscription Plan. If applicable, Your use of the third party’s products or services will be subject to their applicable terms of service and privacy policy, which, if applicable will be available to You upon engagement with their product or service. To the extent that there is a conflict between these Terms and the terms of use for any of our third-party contracted services, the third-party terms will apply. We reserve the right to change third-party providers at our sole discretion.

15.2 The 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.

16.1 Please note that in connection with AlphaSights providing You with access to and use of the Platform pursuant to these Terms (including processing any Subscription Fees), AlphaSights is required to collect, use, store, disclose and/or otherwise process certain Personal Data in accordance with its privacy policy available at www.alphasights.com/policies.

16.2 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 a cause or circumstance beyond its reasonable control (a “Force Majeure Event”) provided that:

16.2.1 the same has not arisen as a result of its negligence; and

16.2.2 upon becoming aware of such Force Majeure Event, it promptly notifies You of the manner and extent to which its obligations are likely to be prevented or delayed.

16.3 These Terms (together with its schedules and any disclaimers presented to You on the Platform) 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. 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 its schedules. 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 16.3 shall exclude or restrict the liability of either Party arising out of its pre-contract fraudulent misrepresentation or fraudulent concealment.

16.4 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.

16.5 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.

16.6 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.

16.7 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.

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

16.9 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.

16.10 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 or Your Employer’s relationship with AlphaSights, Your access to the Platform or Your completion of Transactions, 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 representative action, class action, group litigation order or any other form of group or class action.

16.11 The Parties agree that these Terms and any related agreements between the Parties may be signed electronically and such electronic signature shall have the same legal effect as handwritten signatures for the purposes of validity, enforceability and admissibility. Electronic signatures shall include but are not limited to the use of electronic processes such as click-wrap, check-boxes, and click-through.

17.1 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 clicking here or by using the following details:

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

Email address: subscriptions@alphasights.com

Telephone number: +44 20 7399 9750

17.2 In the event that AlphaSights needs to contact You, You consent to receiving communications from AlphaSights electronically, such as via email. For contractual purposes, you agree that all agreements, notices, disclosures and other communications that we provide to You electronically satisfy any legal requirement that such communications be in writing. AlphaSights may also send you notices at the address provided when registering your Account(s), which you agree is a proper and valid address for any legal or contractual purpose.