TMT FINANCE TERMS OF BUSINESS (New York law)

1. DEFINITIONS & INTERPRETATION

Additional Period has the meaning given to it in Section 7.1.

Agreement means the Order Form, these terms and conditions and any Schedules.

API means any application programming interface to allow access by the API Team and made available by TMTF as part of, or in connection with, the Platform.

artificial intelligence system means a machine-based system that is designed to operate with varying levels of autonomy and that may exhibit adaptiveness after deployment, and that, for explicit or implicit objectives, infers, from the input it receives, how to generate outputs such as predictions, content, recommendations, or decisions that can influence physical or virtual environments.

Confidential Information means any information belonging or relating to a party (the Disclosing Party) disclosed by or on behalf of the Disclosing Party to the other party (the Receiving Party), whether in writing, orally or by any other means, directly or indirectly, intentionally or unintentionally, before, on or after the date of this Agreement, that is marked confidential or that the Receiving Party ought reasonably to have known was confidential and relating to the business, activities, products, services, technology and financial information of the Disclosing Party or its customers, employees or officers, and any other information of the Disclosing Party. The Order Form shall be Confidential Information.

Content means the intelligence, data sets, data feeds and other content or materials contained in or made available through the Product, the Platform, and/or sent directly to the Platform Team by TMTF or, where applicable, obtained through the API.

Data Protection Laws means any applicable laws and regulations relating to the processing of personal data.

Derived Data means data, information, analysis, metrics, models, scores, summaries, visualisations or other outputs created by or for the Subscriber from Content, in each case in a form that has been materially transformed from the underlying Content and does not permit a person to reverse engineer, reconstruct, extract or otherwise access the underlying Content.

Effective Date means the date stated as such in the Order Form.

Fees mean the fees payable by the Subscriber to TMTF as detailed in the Order Form.

Initial Period means the period identified as such in the Order Form.

IPR means copyright, works of authorship, moral rights, patents, patent applications, patent rights, rights to inventions, rights in designs, trademarks, trademark applications, trademark registrations, trademark rights, service marks, trade names, business names, and trade dress, goodwill, domain names, trade secrets, algorithms, configurations and, in each case, whether registered or unregistered, and all other intellectual property and proprietary information rights as may exist now or hereafter come into existence, all modifications, continuations, renewals and extensions of the foregoing, and all claims, actions, causes of action, damages, costs, expenses, profits, penalties, recoveries and remedies relating to any past, present or future infringement of any of the foregoing, arising under the laws of any country, state or jurisdiction in the world.

Licensed Product means the Content together with that part of the Platform to which the Subscriber Users properly require access in order to access the Content and, where included in the Order Form, the API.

Malicious Software means any software program or code intended to destroy, interfere with, corrupt, or cause undesired effects on program files, data or other information, executable code or application software macros, whether or not its operation is immediate or delayed, and whether the malicious software is introduced wilfully, negligently or without knowledge of its existence.

Order Form means the TMTF order form signed by the parties.

Party means a party to this Agreement, and Parties means both of them.

Permitted Purpose means the Subscriber’s internal business purposes within its own Ringfenced Environment and the creation and use of Derived Data and the quotation or incorporation of limited extracts of Content in accordance with Sections 2.7 and 2.8.

Platform means the online platform made available by TMTF and accessible only either (a) through www.tmtfinance.com and by logging in with valid user credentials, or (b) (where and to the extent that TMTF is providing access to the API, together with any associated software, applications, interfaces and technology from time to time comprising the Platform, but excluding any public-facing marketing or informational pages of that website except to the extent expressly incorporated into this Agreement.

Platform Team means the team, department, business unit or individual user or users identified as such in the Order Form and permitted to access and use the Platform.

Ringfenced Environment means an internal environment built by or licensed by the Subscriber, controlled by the Subscriber, segregated from public access and third-party access, and subject to appropriate technical and organisational measures designed to preserve the confidentiality of Content and Derived Data and to ensure that no third party can access, use, train, tune, fine-tune, improve or otherwise benefit from Content or Derived Data.

Subscriber User means any employee of the Subscriber who TMTF gives access to the Licensed Product in accordance with this Agreement.

Term means the term of this Agreement from the Effective Date until the ending of this Agreement in accordance with Section 7.

References to a Section or the Schedule are references to a Section of, or the Schedule to, this Agreement. A reference to a paragraph is to a paragraph of the relevant Schedule. A reference to a word in the singular shall include the plural and vice versa. A reference to a particular statute, statutory provision or subordinate legislation is a reference to it as it is in force from time to time, taking account of any amendment or re-enactment and includes any statute or statutory provision includes that statute or provision as amended, restated, supplemented, or replaced from time to time, and any regulations or rules promulgated thereunder. The words include, includes, including and in particular are deemed to have the words without limitation following them.

2. LICENSE SCOPE

2.1. Subject to the provisions of this Agreement, and in consideration of the proper payment by the Subscriber to TMTF of the Fees, TMTF grants the Subscriber for the Term a non-exclusive, non-transferable, non-assignable and non-sublicensable licence:

2.1.1. to access, and to allow Subscriber Users in the Platform Team to access, the Platform and other elements of the Licensed Product made available other than through the API. For the avoidance of doubt, the grant of Platform access under this Agreement does not of itself entitle any user to access the API or expand the number or category of users entitled to access the Platform; and

2.1.2. where API access is included in the Order Form to access the API in accordance with the API Schedule.

2.2. The Subscriber’s entitlement to access or use Content through means other than the API shall be limited to the Platform Team, the Platform Content Entitlement and to the Platform Regional Entitlement set out in the Order Form.

2.3. Except to the extent permitted by this Agreement, the Subscriber shall not:

2.3.1. market or exploit the Licensed Product or make it available to another person or permit another person to use or access it;

2.3.2. alter or modify the Licensed Product;

2.3.3. copy, reverse engineer, decompile or disassemble the Licensed Product or any part of it;

2.3.4. delete, remove or in any way obscure TMTF’s proprietary, copyright and/or other notices on any part of the Licensed Product;

2.3.5. access or enable or permit any third party to access the Licensed Product via any automated software, process, programme, robot, web crawler, spider, data mining, trawling, screen scraping or other similar software, regardless of whether or not the resulting information would then be used for their internal purposes, except if permitted under the API Schedule;

2.3.6. use the Licensed Product for any unlawful and/or unauthorised purpose;

2.3.7. use the name, trade marks, service marks, logos, domain names or any other identifiers of TMTF in any way without prior written approval;

2.3.8. use the Licensed Product to compete in any way with TMTF; and/or

2.3.9. copy any of the look and feel of the Platform or the software and/or the business logic or functionality of the software in the Licensed Product.

2.4. The Subscriber may use Content with an artificial intelligence system only for its internal business purposes and only where the system is operated within, and the Content and Derived Data, confined to, a Ringfenced Environment that preserves the confidentiality of Content and Derived Data. Any such use must be limited to internal querying, retrieval, analysis, summarization, enrichment or transformation of Content.

2.5. The Subscriber shall not input, disclose or make available Content or Derived Data to any artificial intelligence system that is (a) publicly available, or (b) accessible by any person other than a Subscriber User, or (c) permitted to retain, reuse, disclose, review, analyze or use Content, Derived Data or related outputs for model training, model improvement, analytics, logging, human review or any purpose other than providing the relevant service to the Subscriber.

2.6. Unless expressly permitted in the Order Form, the Subscriber shall not use, or permit any Subscriber User and/or any third party to use, Content, Derived Data or any output or derivative created from it to train, tune, fine-tune, improve, develop, benchmark, test or evaluate any artificial intelligence model, system or platform, whether proprietary or third-party.

2.7. Where expressly permitted in the Order Form, the Subscriber may use Content and Derived Data to tune or fine-tune only its own proprietary internal artificial intelligence systems operated within its Ringfenced Environment, and not any public-facing model or any model operated so that any third party may access, use, train, tune, fine-tune, improve or otherwise benefit from Content, Derived Data or related outputs.

2.8. Subject to this Agreement, the Subscriber may create Derived Data from Content and may quote or incorporate limited extracts of Content into its own materials for internal use or external distribution, provided that:

2.8.1. such Derived Data or use of extracts does not permit any third party to access, use, extract, reconstruct or substitute for the underlying Content;

2.8.2. appropriate attribution to TMTF is clearly included where Content is quoted or where limited extracts are incorporated;

2.8.3. such use does not misrepresent the source, meaning or context of the information;

2.8.4. such use remains within the scope of the Subscriber’s rights under this Agreement and the applicable Order Form; and

2.8.5. the Subscriber does not use Derived Data or limited extracts to compete with TMTF or to create a product or service that is a substitute for the Licensed Product.

2.9. Where the Subscriber modifies, adapts, transforms, aggregates or otherwise creates Derived Data from any Content so that it is materially different from the original source material, the Subscriber must not attribute that modified or derived information to TMTF as if it were the original Content, provided that the Subscriber may accurately state that such material is derived from TMTF Content where this is fair and not misleading.

2.10. The Subscriber shall not:

2.10.1.1. access or attempt to access Content not included within the Subscriber’s entitlement under the Order Form;

2.10.1.2. circumvent any Content scope restrictions, rate limits, quotas or technical restrictions specified in the Order Form or otherwise lawfully implemented by TMTF to protect the integrity and security of the Platform;

2.10.1.3. access the Licensed Product in a manner that can reasonably be anticipated to overload TMTF’s servers. The Subscriber acknowledges that it may be throttled back in its access rate and/or have its access removed if it persistently overloads TMTF servers;

2.10.1.4. access the Licensed Product (a) in breach of any law or regulation; (b) in any manner that (i) compromises, breaks or circumvents any technical processes or security measures associated with the Licensed Product, (ii) poses a security vulnerability to customers or users of the Licensed Product, or (iii) tests the vulnerability of TMTF systems or networks; and/or (c) in a manner that exceeds rate limits, or constitutes excessive or abusive usage;

2.10.1.5. introduce any Malicious Software into the Licensed Product and/or the Platform;

2.10.1.6. combine Content with other data sources, metadata or outputs for the purpose of reconstructing, substituting for, or creating a substantially similar dataset, feed, database or product to any restricted or non-entitled Content; or

2.10.1.7. share credentials, tokens, keys or access methods with any third party except as expressly authorized in writing by TMTF.

2.11. The Subscriber shall keep all credentials, keys, tokens and access methods confidential and secure, shall not share them with any third party except as expressly authorized in writing by TMTF, and shall notify TMTF promptly on becoming aware of any actual or suspected compromise.

2.12. The Subscriber undertakes, promptly as soon as reasonably practicable upon becoming aware of any breach of Section 2, to notify TMTF thereof and promptly provide such reasonable detail as TMTF may reasonably request.

2.13. The Subscriber shall ensure that all Subscriber Users comply with Section 2 of this Agreement, and where applicable the API Schedule.

2.14. If TMTF in its sole discretion determines that any Subscriber User is in breach of any obligation, restriction and/or limitation set by this Agreement, or that such Subscriber User’s account is being used in an unauthorized manner or poses a security risk, TMTF may suspend that Subscriber User’s access to the Licensed Product and may require the Subscriber so to suspend, and the Subscriber shall promptly fulfil any such requirement.

3. PROPRIETARY RIGHTS

3.1. All right, title and interest in the IPR in the Licensed Product shall remain at all times vested in TMTF and/or its licensors. The Subscriber agrees that:

3.1.1. all present and future rights in and title to the Licensed Product, including the right to grant access to any of them via any present or future technology, are solely and exclusively reserved to TMTF and/or its licensors;

3.1.2. neither the Licensed Product are in the public domain; and

3.1.3. the Licensed Product have each been developed by TMTF through substantial amounts of work, time and expense invested in obtaining and presenting its contents.

3.2. The Subscriber acknowledges that the Licensed Product are each licensed, not sold, and that it obtains no ownership of the Licensed Product.

4. FEES AND PAYMENT

4.1. The Subscriber shall pay the Fees and any other amounts payable under the Order Form to TMTF within thirty days of receipt of TMTF’s invoice, unless otherwise stated in the Order Form.

4.2. TMTF may increase the Fees from the start of the next Additional Period by using reasonable efforts to send a written notice to the Subscriber at least forty days before the start of the Additional Period.

4.3. The Subscriber shall pay:

4.3.1. all applicable sales, use, excise or similar taxes imposed by any federal, state or local governmental authority on the Fees or transactions contemplated by this Agreement; and

4.3.2. all amounts payable by it under this Agreement free and clear of all deductions or withholdings unless the applicable law requires a deduction or withholding. If a deduction or withholding is required by applicable law, the Subscriber shall pay such additional amount as will ensure that the net amount TMTF receives equals the full amount which it would have received had the deduction or withholding not been required.

4.4. Without prejudice to any of TMTF’s other rights, in the event of overdue payments TMTF may:

4.4.1. suspend the access of the Subscriber Users to the Licensed Product Services; and/or

4.4.2. charge interest on overdue payments the rate of 1.5% per month (or the maximum rate permitted by applicable law, if lower), calculated daily from the due date for payment until the date on which payment is made in full.

5. WARRANTIES

5.1 Each party warrants to the other that:

5.1.1 it has full power and has taken all necessary corporate action to enable it effectively to enter into and perform its obligations under the Agreement;

5.1.2 the Agreement creates valid, binding and enforceable rights and obligations between the parties; and

5.1.3 it is not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including the lists maintained by the United Nations Security Council, the US Government (including the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, the United Kingdom or other applicable government authority.

5.2 TMTF warrants that:

5.2.1 it is entitled to grant the licences set out in this Agreement;

5.2.2 use by the Subscriber and/or any Subscriber User of the Licensed Product in accordance with the terms of this Agreement will not knowingly infringe the IPR of any third party; and

5.2.3 it will perform its obligations under this Agreement with reasonable care and skill.

5.3 If the Subscriber gives TMTF notice of a breach of the warranties in Section 5.2, TMTF shall use commercially reasonable efforts to remedy the defect or non-conformance. To the extent permitted by law, this shall be the Subscriber’s sole and exclusive remedy for a breach of any warranty under this Agreement.

5.4 To the maximum extent permitted by applicable law, and except for the warranties expressly set out in this Agreement, TMTF disclaims any and all warranties and conditions, whether express, implied or statutory, including any implied warranties of merchantability, fitness for a particular purpose and satisfactory quality.

6. LIABILITY

6.1. SUBJECT TO SECTION 6.4, NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.2. The Subscriber acknowledges that:

6.2.1. the Licensed Product is provided on an as is and as available basis;

6.2.2. except as set out in this Agreement, use of the Licensed Product by it and/or any Subscriber User is at such user’s sole risk;

6.2.3. while TMTF obtains data in the Licensed Product in good faith from sources which TMTF considers to be reliable, such data is supplied to TMTF by third parties and it is not reasonably practical for TMTF to verify such data;

6.2.4. TMTF does not guarantee any of the sequence, accuracy, completeness, availability and/or timeliness of the Licensed Product; and

6.2.5. the Licensed Product is not intended to, does not and should not be relied upon to provide tax, legal, regulatory, accounting or investment advice; and the Subscriber should seek independent tax, legal, regulatory, accounting and/or investment advice before acting on data obtained from the Licensed Product.

6.3. The entire liability of TMTF under or in connection with this Agreement shall at all times be limited to an amount no greater in the aggregate than the total amount of Fees paid to it in the preceding twelve months, or where the liability is incurred within the first twelve months of the Agreement, the total amount of Fees paid and payable in the first twelve months.

6.4. Notwithstanding any other provision of this Section 6, nothing in this Agreement shall operate to exclude or restrict the Subscriber’s liability for unauthorized use of the Licensed Product, or either party’s liability for gross negligence, willful misconduct or fraud or any other liability to the extent that the same may not be limited or excluded by the laws governing this Agreement.

7. TERM AND TERMINATION

7.1. Subject to earlier termination in accordance with this Section 7, this Agreement will remain in force for the Initial Period and then automatically renew for additional terms each equal in duration to the Initial Period, each such additional term being an Additional Period, unless terminated by either party by notice to the other party no less than thirty days prior to the date of the expiration of the then current Initial Period or Additional Period. Upon such notice being given, the Agreement will terminate on such expiration date.

7.2. A party may terminate this Agreement with immediate effect by notice to the other party if:

7.2.1. the other party breaches a material obligation of this Agreement and the breach is incapable of remedy or, if the breach is capable of remedy, the breaching party fails to remedy the breach within thirty days starting on the day after receipt of notice giving details of the breach and requiring the breaching party to remedy the breach; or

7.2.2. the other party (a) commences a voluntary case under the U.S. Bankruptcy Code or similar law of any jurisdiction, (b) has an involuntary case commenced against it that is not dismissed within 30 days, (c) consents to the appointment of a receiver, trustee, liquidator, or similar officer for itself or a substantial part of its property, (d) makes an assignment for the benefit of creditors, (e) becomes generally unable to pay its debts as they become due, or (f) takes any corporate action to authorize any of the foregoing.

7.3. Upon termination:

7.3.1. all licences granted under this Agreement shall terminate;

7.3.2. the Subscriber shall cease, and procure that each Subscriber User ceases, access to and use of the Licensed Product and (where applicable, the API. Within ten days of termination the Subscriber shall delete or destroy all copies of the Licensed Product and Content in its control and upon TMTF’s request shall certify in writing that, except as may be required by law, no copy is retained;

7.3.3. the Subscriber shall promptly pay TMTF all Fees and charges due at the date of termination;

7.3.4. the provisions of Sections 3, 4, 6, 7, 8, 9, 10, 11 and 12 shall survive such termination; and

7.3.5. the rights or liabilities of either party which may have accrued up to the date of termination shall remain unaffected.

8. CONFIDENTIALITY, PERSONAL DATA

8.1. The Receiving Party shall not use Confidential Information for a purpose other than the performance of its obligations or enforcement of its rights under this Agreement and shall not disclose Confidential Information to any third party except with the prior written consent of the Disclosing Party or in accordance with Section 8.3.

8.2. The Receiving Party shall not disclose Confidential Information except to any of its officers, employees, agents, professional advisors and contractors, provided that disclosure is necessary for the purposes of this Agreement, and the Receiving Party is bound by obligations of confidentiality at least as stringent as those provided under this Agreement.

8.3. Sections 8.1 and 8.2 do not apply to Confidential Information which:

8.3.1. becomes publicly known during the Term other than by the Receiving Party’s breach of this Agreement; or

8.3.2. can be shown by the Receiving Party to the Disclosing Party’s reasonable satisfaction to have been known by the Receiving Party before disclosure by the Disclosing Party or subsequently to have been disclosed to the Receiving Party by a source other than the Disclosing Party without breach of this Agreement; or

8.3.3. is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

8.4 The Receiving Party may disclose Confidential Information to the extent that it is required to do so by law, by any court of competent jurisdiction, or by any governmental, regulatory or supervisory authority, provided that, to the extent legally permitted and reasonably practicable, the Receiving Party shall give the Disclosing Party reasonable prior notice of such disclosure and shall reasonably co-operate with the Disclosing Party, at the Disclosing Party’s cost, in relation to any application for a protective order or other appropriate remedy.

8.5 In the course of providing access to the Licensed Product, TMTF will collect and process personal data relating to the Subscriber Users. TMTF determines, amongst other things, what personal data is required to access the Licensed Product and how personal data is used within the Licensed Product. Accordingly, TMTF is the controller of that personal data and TMTF shall process personal data in accordance with its Privacy Policy and the Data Protection Laws.

9. NOTICES

9.1. All notices given under or in connection with this Agreement shall be in writing in the English language.

9.2. Notices to TMTF shall be delivered to TMTF’s postal address set out on the Order Form or if by email to subscriptions@tmtfinance.com or such other postal or email address which TMTF may from time to time specify in writing. Notices to the Subscriber shall be delivered to the Subscriber’s postal or email address set out on the Order Form, another address which the Subscriber may from time to time specify or any billing address provided by the Subscriber.

10. FORCE MAJEURE

10.1. If a party is prevented, hindered or delayed from or in performing any of its obligations under this Agreement by an event beyond its reasonable control, including strike, lockouts, labor dispute, act of God, war, riot, civil commotion, epidemic or pandemic, malicious damage, cyber attacks, government-mandated shutdowns, compliance with a law or governmental order, rule, regulation or direction, accident, equipment failure, fire, flood and storm, that party’s obligations under this Agreement are suspended while the event continues and to the extent that it is prevented, hindered or delayed.

10.2. If an event of the kind referred to in Section 10.1 continues to prevent or delay the performance of a party’s obligations under this Agreement in a material respect for more than thirty days, the other party may terminate this Agreement with immediate effect by notice to the affected party.

11. GENERAL

11.1. This Agreement constitutes the entire agreement, and supersedes any previous agreements, between the parties relating to the subject matter of this Agreement. The Subscriber acknowledges that it has not relied on or been induced to enter this Agreement by any representation other than those expressly set out in this Agreement.

11.2. This Agreement supersedes and replaces, with effect from the Effective Date, any prior services agreement, proof of concept agreement, , trial arrangement, proposal, correspondence, understanding or other agreement between the parties relating to the Licensed Product, the Platform, Content, regional or user entitlements, artificial intelligence rights or related commercial terms, provided that:

11.2.1. any rights, remedies, obligations or liabilities accrued before the Effective Date are not affected;

11.2.2. any fees, charges or other payment obligations accrued before the Effective Date remain due and payable; and

11.2.3. any obligations of confidentiality, and any other obligations expressly stated to survive expiry or termination of any such prior agreement, including any deletion, return, certification, audit or post-termination restrictions, shall continue in accordance with their terms to the extent not already satisfied or superseded by this Agreement.

11.3. A variation of this Agreement is valid only if it is in writing and signed by or on behalf of each party, except that TMTF may update non-material technical documentation relating to the API from time to time.

11.4. The failure by either party to exercise or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver by such party of the right or remedy or a waiver of other rights or remedies. No single or partial exercise by either party of a right or remedy provided by this Agreement or by law prevents further exercise of the right or remedy or the exercise of another right or remedy.

11.5. The Subscriber shall not assign or otherwise transfer its rights or obligations under this Agreement without the prior written consent of TMTF.

11.6. A change in the direct or indirect ownership or control of TMTF, or any reorganization, merger, or transfer of all or substantially all of the business or assets to which this Agreement relates, shall not affect this Agreement, which shall continue in full force and effect on the same terms. A change of control of the Subscriber shall constitute an assignment for the purposes of Section 11.5 and shall require TMTF’s prior written consent.

11.7. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

11.8. This Agreement shall not constitute or imply any partnership, joint venture and/or agency relationship between the parties.

11.9. If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall to the extent required be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement.

11.10. This Agreement may be signed in any number of counterparts, and this has the same effect as if the signatories on the counterparts were on a single copy of this Agreement. Execution and delivery of this Agreement by exchange of copies, including electronically, bearing the electronic signature of a party hereto shall constitute a valid and binding execution and delivery of this Agreement by such party.

11.11. Section, Schedule and paragraph headings do not affect the interpretation of this Agreement.

12. GOVERNING LAW AND JURISDICTION

12.1. All matters arising out of or otherwise relating to this Agreement, including all rights and obligations of the parties arising out of or otherwise relating to this Agreement, shall be governed by, construed in accordance with, and enforced under, the laws (both substantive and procedural) of the State of New York, USA (but specifically excluding the United Nations Convention on Contracts for the International Sale of Goods), without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction). Any legal suit, action, or proceeding arising out of or otherwise relating to this Agreement or the transactions contemplated hereby shall be instituted in the Federal Courts of the United States of America or the courts of the State of New York, in each case located in the Borough of Manhattan and County of New York. Each party agrees to the exclusive jurisdiction and venue of such courts and waives any right to object to venue or to claim that such courts are an inconvenient forum. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

12.2. Nothing in Section 12.1 shall prevent either party from seeking injunctive relief in the courts of any jurisdiction for the breach, or threatened breach, of this Agreement , or to recover the Fee.