This End User Licence Agreement (“Licence Agreement”) is a Legal Agreement.

You should read following Terms and Conditions (“terms”) carefully before accessing or using any of the product or services (“Product) from Jane’s Group UK Limited (and any of its affiliates) (“Janes”). By accessing or utilising JANES Product, You accept and agree to be bound by below detailed terms. JANES and You are sometimes referred to individually as a “Party” and collectively as the “Parties” herein.

1. RIGHT TO USE.

• 1.1. Subject to the restrictions set forth herein, You are granted a non-exclusive, non-transferable, non-sub-licensable, revocable (subject to the terms herein) and limited licence to use the JANES licensed Product(s) for your internal business use only.
• 1.2. Usernames and Passwords. Janes may allocate usernames and passwords to You for the Products. Where Janes allocates usernames and passwords, each username and password is unique to the named individual You should not be share, transfer, or permit utilization by another individual. Janes may alter usernames and/or passwords in accordance with its standard security procedures and will inform You of the change. You must promptly notify Janes if it becomes aware or suspects that any third party has obtained a password or accessed a Product, and Janes may alter the password and inform You accordingly.
• 1.3. Creation of Derived Works from the Product. You may create reports, analysis or presentations (collectively "Derived Work") using information from the Product provided such Derived Work is for Internal Use only. Nothing in this Section 1.2 will operate so as to vest in You any proprietary rights in any Products or portions of Derived Work in any way derived from Products.
• 1.4. You undertake: (a) that the information from the Product used in the Derived Work will be insubstantial and de minimis in nature and will not be primarily a copy of the Product, and (b) not to create Derived Work that uses a portion of the Product that could reasonably be considered substantial.
• 1.5. Derived Work not to be Commercialised. You are not permitted to use Derived Work: a) to produce a commercial product or service, or b) directly for revenue generating purposes.
• 1.6. Citing JANES in Derived Work. You will represent JANES or its third party provider as the source of the Product information in the following (or other similar form as mutually agreed) form: "Includes content supplied by [NAME OF JANES COMPANY or its third party provider]; Copyright © [NAME OF JANES COMPANY or its third party provider], [publication year]. All rights reserved".

2. USE RESTRICTIONS.

• 2.1. By accepting the rights granted by JANES, you agree that You will not copy, distribute, republish, transfer, sell, license, lease, give, disseminate in any form (including within its original cover), assign (whether directly or indirectly, by operation of law or otherwise), transmit, scan, publish on a network, or otherwise reproduce, disclose or make available to others, store in any retrieval system of any nature, create a database or create derivative works, other than as permitted herein, from the JANES Product(s) or any portion thereof.
• 2.2. You must not use information included in the JANES Product(s) (i) for any unlawful, harmful, or offensive purpose, including any infringement of a third party’s copyright or other Intellectual Property Rights; (ii) as a source for any kind of marketing or promotion activity; or (iii) for the purposes of compiling, confirming, or amending its own database, directory or mailing list.
• 2.3. You shall not use any linking, deep-linking, framing or page-scraping technology, robots, spiders or other automatic devices, programs, algorithms or methodologies, or any similar or equivalent manual processes, to access, acquire, copy, distribute, display or monitor any portion of the Products or any content or information provided by JANES and/or its third-party providers.
• 2.4. You shall not in any way reproduce or circumvent the navigational structure or presentation of the Products or any content, to obtain or attempt to obtain any data, materials, documents, or information through any means not purposely made available through the Product.
• 2.5. You shall not use the Products, or any content or information provided by JANES and/or its third party providers to develop, support, create or provide pricing for any database or product that competes directly with the content or any other product or service offered by JANES (including Products) or would create a functional substitute for any such product or service offered by JANES (including Products).
• 2.6. You shall not attempt to and shall not decompile or disassemble, reverse engineer any data collection, sourcing, management, analytics, categorisation, or commercialisation or product development methodology and/or technologies: (a) accessible through Products; or (b) owned by JANES and/or its third party providers.
• 2.7. You shall not train an artificial intelligence (“AI”) model from the output of a Product; or train an AI model using a Product or based on any output of a Product or part of it in a manner or volume that would allow You or any third party to use or commercialize the trained AI model, or output from the model, from such training.
• 2.8. You shall not attempt to circumvent any technological protection mechanism or other security or licensing compliance feature of the Product (including any security feature of data packages created stored or transmitted by any person using any element of JANES Product).
• 2.9. You shall not to create internet links to the Product or “frame” or “mirror” the Product in whole or in part, on any other server or device.
• 2.10. You shall not use any algorithm, application, device, method, software or other automated tool or other means to access, copy, manipulate, or scrape data from the Product in any circumstances.
• 2.11. You shall not introduce or allow any malware, viruses, trojan horses or other harmful or disabling code on to the Products.
• 2.12. You are not permitted to retain the JANES Product(s), including: (a) in any file or on any hard drive, server, or other form of memory; or (b) in any printed form.
• 2.13. You represent and warrant that upon any expiration or termination of the Licence Agreement You immediately will: (i) discontinue all use of the JANES Product; (ii) destroy any items relating to the JANES Product(s) (including but not limited to data, software, and documentation) and purge any JANES Product(s) data from all electronic media; and (iii) upon request from JANES provide written certification to JANES that End User has complied with this paragraph.

3. COPYRIGHT AND PROPRIETARY.

• 3.1. JANES and/or its third party providers own and reserve all rights with regards to Product related documentation and any copies under all applicable national and international laws and treaties for the protection of Intellectual Property, including, but not limited to, trade secrets, copyrights, trademarks and patents. Any rights not expressly granted to You in this Agreement are retained by JANES and its suppliers.
• 3.2. You must not remove any proprietary legends or markings, including copyright notices, on the JANES Product(s). You acknowledge that all data, material, and information contained in the JANES Product(s) are and will remain the copyright property and Confidential Information of JANES or its third-party provider(s) and are protected and that no rights in any of such data, material and information are transferred to You. You will take any and all actions that may reasonably be required by JANES or its third-party data providers to protect such proprietary rights as owned by JANES, or their third-party provider(s).

4. CONFIDENTIAL INFORMATION.

• 4.1. Janes provides to You Confidential Information, it must be held in strict confidence and should not be disclosed or used for any purpose other than as specifically authorised

5. LIMITED WARRANTY.

• 5.1. JANES warrants that the Product shall be free of any known spyware, trojan horses, viruses, or any other malware at the time of delivery of the Product.
• 5.2. Except for the limited warranty in Section 5.1 herein, JANES Product is provided “AS IS” and “AS AVAILABLE”. Neither JANES nor its third-party data providers warrant the completeness or accuracy of the data, material, third party advertisements or information as contained in the Product(s) or that it will satisfy Your requirements.
• 5.3. JANES AND ITS THIRD-PARTY DATA PROVIDERS DISCLAIM ALL OTHER EXPRESS OR IMPLIED WARRANTIES, CONDITIONS, AND OTHER TERMS, WHETHER STATUTORY, ARISING FROM COURSE OF DEALING, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, TERMS AS TO QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, JANES AND ITS THIRD-PARTY DATA PROVIDERS SHALL NOT BE LIABLE FOR ANY ERRORS OR OMISSIONS OR ANY LOSS, DAMAGE OR EXPENSE INCURRED BY RELIANCE ON INFORMATION, THIRD PARTY ADVERTISEMENTS OR ANY STATEMENT CONTAINED IN THE JANES PRODUCT(S). YOU ASSUMES ALL RISK IN USING THE RESULTS OF THE JANES PRODUCT(S).  

6. LIMITATION OF LIABILITY.

• 6.1. NEITHER JANES, ITS THIRD PARTY PROVIDERS, NOR THE CUSTOMER  WILL BE LIABLE FOR ANY CONSEQUENTIAL, PUNITIVE, SPECIAL, OR OTHER INDIRECT DAMAGES SUFFERED BY THE OTHER PARTY, INCLUDING BUT NOT LIMITED TO: (A) ANY LOSS OF ACTUAL OR ANTICIPATED PROFITS, REVENUE, SAVINGS, OR BUSINESS; (B) LOSS OF DATA OR INFORMATION; (C) LOSS OF GOOD WILL, REPUTATION, OR SIMILAR LOSSES; OR (D) BUSINESS INTERRUPTIONS ARISING OUT OF OR RELATED TO THE AGREEMENT OR ANY USE OF OR INABILITY TO USE PRODUCTS, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF ANY SUCH LOSSES OR DAMAGES.
• 6.2. Except for  each Party’s indemnification obligations, the maximum liability of JANES, its third party providers, and/or the Customer  to the other Party for all claims under this Agreement, in warranty, contract, tort, or otherwise, will not exceed: in the case of Products, the Fees paid by Customer n the prior 12 months for the defective Products that are the subject of the claim.
• 6.3. The limitations of liability in this Section 6 will not apply to the liability of a Party for: (a) damages related to death or personal injury arising out of the gross negligence or wilful misconduct of the Party; (b) any damages or liability incurred as a result of fraud or fraudulent misrepresentation of the Party; (c) to claims or loss(es) based upon breaches by the Party of its licence/authorised use or the other Party’s intellectual property right.

7. MISCELLANEOUS.

• 7.1. These terms and conditions will be construed under the laws of England and Wales and any dispute or claim arising out of or in connection thereto shall be subject to the exclusive jurisdiction of the English Courts.
• 7.2. You agree to comply with any applicable    Export laws and regulations and hold JANES and its third-party data providers harmless for its failure to properly do so. You will comply with all applicable country laws and regulations relating to anti-corruption and anti-bribery.
• 7.3. Force Majeure. JANES shall have no liability to You under this Agreement if JANES is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lockouts or other industrial disputes (whether involving the workforce of JANES or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
• 7.4. Notices. All notices required under this Agreement must be in writing and delivered by commercially established courier service, email with written confirmation of delivery, or via certified mail, return receipt requested, to the addresses specified in the Order Form. Any legal notices must also be copied to “Attention: JANES Legal Department, General Counsel.”
• 7.5. Survival. The terms and conditions of the Agreement will survive the expiration or other termination to the fullest extent necessary for their enforcement and for the realisation of the benefit thereof by the Party in whose favour they operate.
• 7.6. Third Party Rights. No term of the Agreement is intended to confer a benefit on or to be enforceable by, any person who is not a party to the Agreement.
• 7.7. The JANES Product(s) supplied herein is subject to these terms and conditions only, to the exclusion of any other terms which would otherwise be implied by trade, custom, practice, or course of dealing. Nothing contained in any issued purchase order, your acknowledgement will in any way modify or add any additional terms to these terms and conditions. JANES reserves the right to amend these terms and conditions from time to time.

8. DEFINITIONS.

The following definitions shall apply to these terms:

• “Authorised User(s)” means employees of Customer and/or Customer’s Affiliates, as applicable, who are authorised by Customer to use the Product for its licensed purpose. Customer assumes full liability and responsibility for the acts and omissions of its Authorised Users and will take all reasonable steps to ensure that no unauthorised persons shall have access to the Product.
• “Customer” means organisation or institution that is customer of JANES and have signed subscription agreement with JANES. 
• “Confidential Information” means: (a) JANES Property; (b) Customer Information; (c) the terms of this Agreement; and (d) any information that by its nature, Recipient knows or should know is confidential or proprietary, including Discloser business or technical information.
• “Internal Use” means that Authorised Users may use the Product only for Customer’s internal business purposes. Except as otherwise specified on a relevant subscription agreement, Products are not licensed for external use.
• “JANES” or “Licensor” shall refer to Jane’s Group UK Limited or its Affiliates (together “JANES”).

Confidential. Copyright © Janes. All rights reserved.
January 2025