1.1 Licence grant. Subject to Customer complying with the terms of this Agreement, Supplier hereby grants to the Customer a non-exclusive, worldwide, revocable, non-transferable (except as otherwise provided for in the Assignment clause) and non-sub-licensable (except as expressly provided for in a Permitted Use)licence to permit the Authorised Users to use the Licensed Products ( an “Offering”) on a trial basis for the Term solely for the Customer’s internal business purposes and for the specific use cases set out (each a “Permitted Use”). “Authorized Users” means those employees of Customer or Independent Contractors who are authorized to use the Licensed Product in accordance with the terms of the Agreement. “Independent Contractor” shall mean an individual that is: (i) a temporary employee (not from a consulting firm) or an independent contractor in a staff augmentation role, and if employed by a consulting firm which provides services using Supplier’s Offering is engaged by Customer solely for staff augmentation purposes and not to provide any project deliverables; (ii) under Customers’ direct supervision and control; (ii) accessing the Licensed Product(s) data on Customer-provided computer systems and network IDs; and (iii) only performing services for Customer and no other parties. Customer will notify Supplier of the names and email addresses of any Contractors who are Authorized Users by email to tpa@norstella.com. For the avoidance of doubt, Licensed Products includes subscription products, data products and software-as-a-service (“SaaS”) products that may be identified in the Agreement.
1.2 APIs, Data Feeds and Snowflake.
If the Licensed Product is accessed through an API, data feed or Snowflake, the following will apply:
a) The Licensed Product will include any source code, executable application and/or other materials Supplier makes available to Customer along with the Licensed Product together with any user instruction manuals, guidelines and protocol;
b) Customer will, at its cost and expense, be solely responsible for developing, operating, maintaining and repairing the applications, platforms and systems (collectively, “Customer Systems”) necessary to utilize and interact with the API, data feed or Snowflake data shares. Supplier has no liability or obligation whatsoever with respect to Customer Systems;
c) Customer will, and will direct, instruct and cause all Authorized Users to, comply with and adhere to the documentation in connection with its access to and usage of the API, data feed or Snowflake.
d) In order to access the data via an API, data feed or Snowflake, Customer is responsible for obtaining appropriate credentials (“Credentials”). Where Credentials have been provided by Supplier, Supplier may cancel or suspend Credentials if Customer breaches this Agreement.
1.3 Intellectual Property. Customer will not acquire any ownership or intellectual property rights in the Licensed Product(s) by virtue of this Agreement.
1.4 Terms applicable to Licensed Products. Customer will:
a) ensure that each Authorized User maintains a secure password, and keeps it confidential;
b) use all reasonable endeavours to prevent any unauthorized access to, or use of, the Licensed Product and, in the event of any such unauthorized access or use, promptly notify Supplier in writing;
c) ensure that each Authorized User is aware of the terms of the Order Form;
d) ensure that Authorized Users appropriately cite and credit Supplier as the source in a format agreed with Supplier if they quote and excerpt data obtained from the Licensed Product as permitted by a Permitted Use; and
e) be liable for all acts and omissions of each Authorized User.
1.5 Unauthorised technology. The Customer must not, and will procure that each Authorised User will not: (i) introduce any malicious software into Supplier IP or network; (ii) run or install any computer software or hardware on the Licensed Products; (iii) download or scrape data from the Licensed Products; (iv) perform any text or data mining or indexing of the Licensed Products or any underlying data; (v) except to the extent incapable of exclusion or restriction under applicable law attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of a Licensed Product in any form or media or by any means; or attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form or attempt to derive source code from all or any part of the Licensed Product; (vi) use any API, the content returned from usage thereof and/or other engines, software, tools, devices or robots, to “scrape”, “crawl”, “spider”, build databases or otherwise create copies of such content, or keep cached copies of such content longer than the Term; or (vii) access, store, distribute or transmit material that is defamatory, obscene, offensive, discriminatory or illegal or causes damage or injury to any person or property.
1.6 Licence restrictions. Unless expressly permitted by this Agreement, Customer will not, and will procure that each Authorized User will not, as a condition of the license granted by Clause 1.1 (License Grant):
(a) use the Licensed Products to create or assist any third party to create, directly or indirectly, a Licensed Product and/or service that competes with Supplier or Supplier’s Affiliates or, where applicable, any software application containing functionality the same as or similar to the functionality of a Licensed Product of Supplier or Supplier’s Affiliates;
(b) use the Licensed Products for any activity that violates any law or regulation, or in such a way that infringes any third party rights;
(c) license, sell, rent, lease, transfer, assign, distribute, display, disclose, create derivative works based on or otherwise exploit, or otherwise make available, a Licensed Product to any third party except to the Authorized Users on the basis set out in this Agreement;
(d) publish information derived from the Licensed Product(s), use any data contained in the Licensed Product(s) for viewing or presentation purposes to any third party or distribute or sell any viewing or presentation software designed to access the information in the Licensed Product, or attempt to obtain, or assist third parties in obtaining, access to a Licensed Product;
(e) use the Licensed Product(s) and the underlying data in the Licensed Products for automated text or data mining, indexing of the Licensed Products or in connection with or to develop or train on any third party technology, artificial intelligence or machine learning, algorithms, or models; or
(f) use the Licensed Products other than strictly in accordance with the Permitted Use(s).
1.7 Effect of breach of licence restrictions. Supplier reserves the right to suspend the Customer’s access to a Licensed Product at any time if Supplier has reasonable cause to believe that the Customer is in breach of this Agreement.
Fees. Subscription fees are waived for the trial access period.
3.1 Disclaimers. Supplier does not warrant that any Offering will necessarily meet Customer’s specific requirements, or be suitable or reliable for any trading, investment, medical (including but not limited to medical diagnosis, claims payment, or treatment) or commercial decisions by Customer, and/or be fit for any particular purpose other than those made clear in the Order Form. Supplier does not warrant that Customer’s use of an Offering will satisfy or ensure compliance with any legal obligation. The Offering is intended as a supplement to, and not a substitute for, the knowledge, expertise, skill and professional judgement of Customer and should not be used as a substitute for professional medical advice.
3.2 Machine Learning and Artificial Intelligence. Certain of Supplier’s Offerings include machine learning or artificial intelligence functionality which is identified within the Offering (“Supplier AI Tool”). Given the nature of machine learning and artificial intelligence, Supplier should not rely solely on the output of any Supplier AI Tool. Customer is responsible for evaluating the output of any Supplier AI Tool for accuracy and appropriateness for Customer use case, including using human review as appropriate.
3.3 Implied warranties. All warranties, representations, terms and conditions of any kind whatsoever whether implied by statute, common law or otherwise are, to the fullest extent permitted by applicable law, excluded. The Licensed Products are provided by Supplier to the Customer on an “as is” basis.
4.1 Third Party Terms. Supplier may provide data obtained from third party providers to Customer together with, or incorporated into the Offering (“Third Party Data”). Third party providers may impose additional restrictions on usage of the Third Party Data, and Customer’s use of Third Party Data is subject to any applicable terms at https://www.norstella.com/third-party-terms/ (“Third Party Terms”), which may be modified from time to time as required by our third party data providers. Supplier will provide notice of any material changes to the terms to Customer. If any Third Party Terms conflict with this Agreement, the Third Party Terms control with respect to the Third Party Data to which they apply. Supplier may substitute any Third Party Data licensed to Customer with different data containing materially similar functionality.
5.1 Termination. This Agreement is in force during the Term unless earlier terminated by Supplier. Supplier may terminate this Agreement at any time and for any reason upon delivery of written notice to Customer.
5.2 Effect of termination. Customer shall, within ten (10) days after expiration or termination of this Agreement, permanently delete the Licensed Product(s) from its information technology systems ; provided, that one (1) backup copy may be retained to the extent necessary to comply with applicable laws, regulations and/or any bona fide information technology policy of Customer then in effect.
Customer Indemnity. The Customer will indemnify , defend, and hold harmless Supplier and its Affiliates from and against any and all losses that Supplier or its Affiliates may suffer or incur as a result of any claim by a third party relating to the Customer’s use of any Licensed Product other than in accordance with the Permitted Use and/or in breach of any applicable law.
7.1 Liability cap. The Licensed Product is being provided to Customer during a trial access period without charge for evaluation purposes only. Accordingly, the total liability of Supplier relating to this Agreement shall not exceed £10.
7.2 Excluded damages. In no event shall Supplier be liable for any special, indirect, incidental, consequential or punitive damages (including losses or damages for any loss of data, profit, goodwill, anticipated savings, revenue or business), whether based on contract, tort or other legal theory, relating to this Agreement, the Licensed Product(s) and/or Customer’s use of or inability to use the Licensed Product(s).
8.1 Confidentiality obligations. Each Party will hold the other Party’s Confidential Information in confidence and will not make the other’s Confidential Information available to any third party or use the other Party’s Confidential Information for any purpose other than as strictly necessary to perform its obligations under an Order Form or this Agreement. Each Party shall take reasonable security precautions (at least as comprehensive as the precautions the receiving Party takes to protect its own confidential information) to keep confidential the Confidential Information. “Confidential Information” means any private, secret and/or confidential information which is disclosed by either Party under or in connection with this Agreement or an Order Form (whether orally or in writing and whether or not such information is expressly stated to be confidential or marked as such), excluding information that: (a) is or becomes publicly known other than through any act or omission of the receiving Party; (b) was in the other Party’s lawful possession before the disclosure; (c) is lawfully disclosed to the receiving Party by a third party without restriction on disclosure; or (d) is independently developed by the receiving Party, which independent development can be shown by written evidence. For the avoidance of doubt, Supplier Confidential Information includes the Licensed Products and all algorithms, data and other content embodied in or delivered by Supplier with the Licensed Products, Services, Deliverables and Market Research Programs. Except as provided by an SOW: (x) all data and other information Customer provides for Supplier’s use in providing the Offerings will be the Confidential Information of Customer, and (y) the content of any Results and Customer Owned Work Product will be the Confidential Information of Customer.
8.2 Permitted Disclosure. Subject to any restrictions in an Order Form relating to any Offering. the receiving Party may disclose the Confidential Information to its officers and employees, its Affiliates and the officers and employees of its Affiliates, in each case who need to know such information (“Representatives”) provided that the receiving Party:
(a) informs those Representatives of the confidential nature of the Confidential Information before it is disclosed; and
(b) procures that those Representatives comply with the terms of this Agreement as if they were the receiving Party.
The receiving Party will be liable for the actions or omissions of its Representatives in relation to the Confidential Information as if they were the actions or omissions of the Recipient.
7.3 Mandatory Disclosure. The receiving Party may disclose Confidential Information to the minimum extent that it is required by any applicable laws, rules, requirements, or regulations or directions of any statutory or regulatory authority, any recognised stock exchange or an order of court or tribunal, provided that (to the extent permitted by law) it will, to the extent permitted by law, use all reasonable endeavours to give the other Party as much notice of this disclosure as possible. If a Party is unable to inform the other Party before Confidential Information is disclosed, it will, to the extent permitted by law, inform the other Party of the full circumstances of the disclosure and the information that has been disclosed as soon as reasonably practicable after such disclosure has been made.
Data protection obligations. The following will apply: https://www.norstella.com/customer-data-protection-terms/.
10.1 Anti-Bribery & Anti-Corruption. In performing its obligations under this Agreement, the Parties shall comply with all applicable international and domestic anti-corruption laws including the anti-corruption laws of the jurisdictions in which the Agreement will be performed, the U.S. Foreign Corrupt Practices Act, the Criminal Justice (Corruption Offences) Act 2018, the U.K. Bribery Act 2010, and those laws and regulations intended to implement the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions. Neither Party shall make, offer, authorize, request, or receive any bribe, kickback, facilitation payment, or any other improper payment or thing of value to or from any person in connection with the performance of this Agreement, or otherwise for or on behalf of the other Party. Each Party shall notify the other immediately upon any breach of this Section.
10.2 Force majeure. Neither party will be liable to the extent that it is delayed in or prevented from performing its obligations under the Agreement to the extent that it is delayed in or prevented from doing so due to any event beyond its reasonable control (including acts of any government, adverse weather, natural disaster, fire, explosion, epidemic, pandemic, labour dispute including strikes, war, terrorist activity or civil unrest).
10.3 Variation and waivers. Amendments of or waivers relating to this Agreement must be in writing signed by the parties.
10.4 Assignment. Customer may not assign this Agreement without the prior written consent of Supplier.
10.5 Entire agreement. This Agreement, including its Schedules, constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.