Terms of Service

These Terms of Service, together with the Additional Terms, the Privacy Policy, and the Documentation (collectively, the 'Agreement') are between you, individually, or your company or legal entity, as applicable ("Customer") and Blue-Sky Data Platform LLC ("viaNexusTM") and govern Customer's access to and use of the viaNexus Services (as defined below). This Agreement is the parties entire agreement with respect to the subject matter and merges and supersedes all related prior and contemporaneous agreements. By (i) accessing or using the viaNexus Services or (ii) accepting via click-through or otherwise or manually or electronically signing this Agreement, Customer indicates its acceptance of this Agreement. If Customer is accepting this Agreement on behalf of a company or other legal entity, Customer represents, warrants, and covenants to viaNexus that it has the legal authority to bind such company or legal entity to this Agreement. If Customer does not have such authority or does not agree with this Agreement, Customer must not access or use the viaNexus Services. The "Effective Date" of this Agreement is the date of Customer's acceptance of this Agreement. Capitalized terms have the meanings ascribed to them in this Agreement.

1. Access to and Use of the viaNexus Services

1.1. License and Dataset Entitlements. Subject to this Agreement and during the applicable Subscription Period, viaNexus grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the viaNexus Services and the Licensed Data to which Customer is entitled, solely for the uses permitted by the applicable subscription, Order Form, Dataset entitlement, Provider Terms, and Documentation. For viaNexus Edge Data, Customer's use is also subject to the applicable Provider Terms displayed in the Admin Console or catalog. In the event of a conflict, an applicable Order Form or Dataset-specific term will control with respect to the commercial scope of the applicable subscription, and the Provider Terms will control solely with respect to the applicable Edge Data Provider's data and any provider-specific use restrictions.

Customers must have an Account provided by Blue-Sky Data Platform LLC to access and use the viaNexus Services. Customer shall be solely responsible for the information it provides to create its Account, as well as the management and security of its Account and password as well as any access to or use of its Account. If a Customer becomes aware of any unauthorized use of its Account or password. Customers will notify viaNexus as promptly as possible. viaNexus has no obligation to provide Customer with multiple Accounts or to issue credits or refunds to Customer for any unauthorized use of Customerʼs Account or password.

1.2. Restrictions. Customer will not, and will not permit any Customer End User or other third party to: (a) sell, rent, lease, license, distribute, provide access to, sublicense, or otherwise make available the viaNexus Services or Licensed Data except as expressly permitted by the applicable Dataset entitlement, Order Form, Provider Terms, or this Agreement; (b) copy, modify, reverse engineer, decompile, translate, disassemble, or otherwise seek to obtain or extract source code or non-public technology underlying the viaNexus Services, except to the extent expressly permitted by applicable law; (c) remove or obscure proprietary notices; (d) access or use the viaNexus Services in violation of the Acceptable Use Policy; (e) create multiple Applications or Accounts to avoid Fees, usage limits, or entitlements; or (f) use third-party software or technology in a manner that subjects viaNexus intellectual property or technology to additional license terms or restrictions.

1.3. Permitted Use of viaNexus Core Data. Customer and Customer End Users may access and use viaNexus Core Data only as permitted by the applicable Dataset entitlement, Order Form, and Documentation. Rights may include internal use, display use, application use, derived use, or redistribution only where expressly authorized. If Customer is authorized to display or distribute viaNexus Core Data to Customer End Users, Customer must comply with all applicable attribution, branding, display, reporting, and downstream-use requirements specified for that Dataset.

1.4. Free Trials. viaNexus may offer free trials of the viaNexus Services in its sole discretion. If access to the viaNexus Services is provided to Customer for free trial purposes, such free trial access to and use of the viaNexus Services is governed by this Agreement. During the free trial period, no technical service or other support will be provided to customers. A free trial may terminate upon the use of all credits, if applicable, provided by viaNexus for purposes of such free trial or after a certain period, as viaNexus may determine in its sole discretion. At any time prior to or during the free trial period, viaNexus may, in its sole discretion, terminate Customerʼs free trial access without prior notice for any reason, without any liability to Customer, to the extent permitted under applicable law. After the free trial period expires or terminates, Customer must cease access to and use of the applicable viaNexus Services and must delete any viaNexus Data from its Application(s). Customers may only continue using the viaNexus Services by enrolling in a paid subscription or as otherwise permitted by viaNexus.

1.5. viaNexus Edge Data. Certain Datasets available through the viaNexus Services are provided by third-party Edge Data Providers. Customer's right to access and use viaNexus Edge Data is subject to the applicable Dataset entitlement, Order Form, Provider Terms, and any dataset-specific attribution, copyright, branding, display, reporting, user-count, or other requirements presented in the Admin Console, catalog, or Documentation. By enabling or accessing viaNexus Edge Data, Customer agrees to the applicable Provider Terms. viaNexus's separate agreements with Edge Data Providers do not create additional obligations for Customer except to the extent expressly reflected in the Provider Terms, applicable Order Form, or Dataset-specific terms presented to Customer. Edge Data Providers set the pricing applicable to their respective Datasets, which will be reflected in the applicable Order Form or Pricing Policy.

1.6 Commercial vs. Non-Commercial Use. viaNexus offers different pricing tiers and usage rights depending on
whether the Customer's use is deemed commercial or non-commercial. "Commercial Use" includes any use for the
development of software products, for embedding in or delivering through software products, or for any other
activities that have a commercial, business, or for-profit purpose. "Non-Commercial Use" is limited to individuals
using the viaNexus Services solely for personal research, investment analysis of the individual's own accounts (and not on behalf of any employer, client, or other third party), or academic purposes. Any use beyond these parameters will be deemed Commercial Use and may require reclassification and updated licensing terms.

1.7 Telemetry and Monitoring. viaNexus reserves the right to collect and analyze usage telemetry to detect potential abuse or breaches of the usage limits or entitlements established by viaNexus or its data partners. Telemetry may include query patterns, API calls, and usage volumes, and will be used in accordance with our Privacy Policy.

1.8. Redistribution and Downstream Use. Subject to the applicable Dataset entitlement, Order Form, and Provider Terms, Customer may redistribute Licensed Data to Customer End Users through APIs, feeds, applications, or other downstream means, provided that such redistribution complies with any tier, user-count, or other limits specified in the applicable Dataset entitlement, Order Form, or Provider Terms. Redistribution to Professional Users is subject to Section 1.9 (Professional User Licensing). Display, application, derived, redistribution, and downstream end-user rights may vary by Dataset and will be governed by the rights expressly granted for the applicable Dataset.

1.9. Professional User Licensing. Where Customer is authorized under the applicable Dataset entitlement, Order Form, or Provider Terms to display, distribute, or otherwise make Licensed Data available to Professional Users through a Customer Application, each such Professional User (or, where permitted by viaNexus, the Professional User's employing firm on that Professional User's behalf) must maintain a separate direct license with viaNexus for access to and use of the applicable Licensed Data, unless otherwise expressly provided in the applicable Dataset entitlement, Order Form, or Provider Terms. Customer shall not knowingly provide Licensed Data to a Professional User that is not appropriately licensed and shall reasonably cooperate with viaNexus in identifying and validating such Professional Users. For clarity, this requirement does not require non-professional end users to obtain a direct viaNexus license where the applicable Dataset entitlement, Order Form, or Provider Terms expressly permits Customer to display or otherwise make Licensed Data available to such non-professional end users.

1.10. AI and Model Training. Customer may use Licensed Data through retrieval, inference, RAG, agents, copilots, and other AI-enabled workflows unless expressly restricted by the applicable Dataset entitlement or Provider Terms. Unless expressly authorized in writing by viaNexus and, for viaNexus Edge Data, the applicable Edge Data Provider, Customer may not use Licensed Data to train, pre-train, fine-tune, reinforce, or otherwise improve the weights or parameters of any machine learning or artificial intelligence model, or to create a model or embedding-based substitute for the Licensed Data. Customer may request a separate license from viaNexus (and, for viaNexus Edge Data, the applicable Edge Data Provider) to use Licensed Data for such AI or model-training purposes, which may be subject to additional fees and terms.

2. Customer Data

2.1 Ownership and Use of Customer Data. Customer retains all right, title, and interest in and to Customer Data. For clarity, Customer Data is data provided by or on behalf of Customer to viaNexus and does not include Licensed Data or other data made available by or through viaNexus to Customer. Customer grants viaNexus a non-exclusive, worldwide, royalty-free license to host, process, transmit, reproduce, and otherwise use Customer Data solely as reasonably necessary to provide, operate, secure, and support the viaNexus Services, comply with applicable law, and perform Customer's instructions under this Agreement. Customer represents, warrants, and covenants that it has all rights, licenses, permissions, and consents necessary to provide Customer Data to viaNexus and to authorize viaNexus to process Customer Data as contemplated by this Agreement.

2.2 Customer Control. viaNexus will not make Customer Data available to other viaNexus customers or use Customer Data for purposes unrelated to providing the viaNexus Services, except at Customer's direction, as necessary to provide functionality expressly requested or enabled by Customer, as otherwise expressly permitted under this Agreement, or as required by applicable law. Customer is responsible for determining which Customer Data it provides to the viaNexus Services and for obtaining all rights, approvals, licenses, and consents necessary for such processing.

2.3. Restricted Data. Customer will not upload, transmit, or otherwise provide to the viaNexus Services protected health information, payment card data (other than payment card data submitted directly to viaNexus's designated third-party payment processor for billing purposes), highly sensitive personal information, or other regulated or restricted data unless expressly authorized by viaNexus in writing and, where applicable, the parties have entered into any additional agreement required for viaNexus to process such data.

3. Third-Party Components, Products, Data, and Services

3.1 Customer acknowledges and agrees that viaNexus relies on certain third-party (including open source) components, products, data, and services to provide the viaNexus Services, which may be subject to separate licenses or additional terms and conditions, including but not limited to disclaimer and attribution requirements, (collectively, "Third-Party Requirements") or limits on user counts. If there are any conflicts between this Agreement and the Third-Party Requirements governing such third-party components, products, and services, those Third-Party Requirements shall govern in connection with such third-party components, products, data, and services. Customer acknowledges receipt of the notices about any Third-Party Requirements for any third-party components, products, and services in our Documentation, as may be amended from time to time, or otherwise included in the Additional Terms. Customer represents, warrants, and covenants that its access to and use of the viaNexus Services will follow all applicable Third-Party Requirements.

3.2. viaNexus Edge Data. With respect to viaNexus Edge Data, viaNexus provides technology, hosting, entitlement, delivery, billing, and related distribution services through which third-party data is made available. Unless expressly stated otherwise for a particular Dataset, viaNexus does not originate or independently verify the underlying Edge Data and makes no representation or warranty regarding its accuracy, completeness, reliability, legality, timeliness, or usefulness. Responsibility for the content of Edge Data remains subject to the applicable Edge Data Provider's Provider Terms and the disclaimers in Section 14.

3.3. Derived Data and Agentic Outputs. Customer may create calculations, analytics, charts, reports, summaries, alerts, recommendations, visualizations, insights, and other outputs from Licensed Data to the extent permitted by the applicable Dataset entitlement and Provider Terms, provided such outputs do not enable a recipient to reconstruct, replicate, or use them as a substitute for the underlying Licensed Data. Agentic Outputs generated through vAST are not, solely by reason of being generated through vAST, deemed prohibited Derived Data. Customer may use Agentic Outputs for its internal or otherwise licensed application purposes, subject to the applicable Dataset entitlement and Provider Terms.

4. Data Privacy and Security

4.1 Data Privacy. The parties shall follow the Privacy Policy.

4.2 Security. viaNexus shall adhere to commercially reasonable security standards for implementing and maintaining physical, administrative, and technical safeguards designed to protect the confidentiality, integrity, availability, and security of the viaNexus Services and Customer Data. Customers acknowledge and agree that no list of security practices can be all inclusive or foolproof.

5. Pricing Policy

5.1. Pricing and Payment. Fees, billing frequency, usage charges, subscription terms, and payment terms for the viaNexus Services and Licensed Data are those displayed at purchase, set forth in the applicable Order Form, or otherwise agreed by viaNexus and Customer. Customer is responsible for timely payment of all applicable Fees. Unless expressly stated otherwise, fees for vAST or other viaNexus service modalities are service fees and do not themselves grant additional rights in the underlying Licensed Data.

If Customer elects to pay by credit card, debit card, or wire transfer, viaNexus will charge Customer for all Fees immediately upon issuance of an invoice. Payments made via wire transfer must include the bank information provided by viaNexus.

viaNexus may, in its sole discretion, issue requests for payment or receipts for payment in a form other than invoices that serve substantially the same purpose. Further, viaNexus may, in its sole discretion, enter into a special agreement to allow for Customers to pay invoices on a different schedule or by a different method. If required under applicable law, rule, or regulation, customers may be asked to provide authentication for online payments. Failure to provide such authentication may result in late payments.

5.2 Monthly and Annual Subscriptions. viaNexus issues electronic invoices on the 1st of each calendar month, or as otherwise determined by viaNexus from time to time, for all monthly subscription Fees. If Customer signs up for or upgrades to a monthly subscription, Customer will be invoiced immediately for a prorated amount of the applicable Fees for the remainder of the calendar month. Thereafter, Customer will be invoiced for the full Subscription Period on the 1st of all subsequent months, commencing on the following calendar month, until Customer cancels its subscription or switches to an annual subscription.

If Customer signs up for or upgrades to an annual subscription, Customer will be invoiced immediately for the full amount of the applicable Fees for such annual subscription. Thereafter, Customer will be invoiced for future Subscription Periods on the anniversary of Customerʼs initial sign-up date for the annual subscription, or as otherwise determined by viaNexus from time to time, until Customer cancels its annual subscription or switches to a monthly subscription.

5.3 Automatic Renewal. All subscriptions to the viaNexus Services automatically renew at the end of the applicable Subscription Period, at which time Customer will be automatically invoiced for the upcoming Subscription Period in accordance with this Agreement, including but not limited to the Pricing Policy.

5.4 Subscription Upgrades, Downgrades, and Cancellations. Customers may upgrade, downgrade, or cancel subscriptions to the viaNexus Services through the Admin Console.

a. Upgrades. Customers may upgrade its subscription to the viaNexus Services at any time. Upon upgrading, viaNexus will issue an invoice to Customer for the full or pro-rated amount of the applicable Fees for the Subscription Period, in viaNexusʼs sole discretion, depending on the circumstances of the upgrade.

b. Downgrades / Cancellations. Customers may downgrade or cancel their subscription to the viaNexus Services at any time; however, such changes will not take effect until the end of the then-current Subscription Period.

5.5 Taxes. Customer is responsible for any Taxes, and Customer will pay viaNexus for the viaNexus Services without any reduction for Taxes. If viaNexus is obligated to collect or pay Taxes, the Taxes will be invoiced to Customer, unless Customer provides viaNexus with a timely and valid tax exemption certificate authorized by the appropriate taxing authority, as determined by viaNexus in its sole discretion. In some states, the sales tax is due on the total purchase price at the time of sale and must be invoiced and collected at the time of the sale. If Customer is required by law to withhold any Taxes from its payments to viaNexus, Customer must provide viaNexus with an official tax receipt or other appropriate documentation to support such withholding. If the viaNexus Services are subject to local VAT, and Customer is required to make a withholding of local VAT from amounts payable to viaNexus, the value of the viaNexus Services calculated in accordance with the above procedure will be increased (grossed up) by Customer for the respective amount of local VAT and the grossed up amount will be regarded as a VAT inclusive price. Local VAT amount withheld from the VAT-inclusive price will be remitted to the applicable local tax entity by the Customer and Customer will ensure that viaNexus receives payment for the net amount as would otherwise be due (the VAT inclusive price less the local VAT withheld and remitted to the applicable tax authority).

5.6 Customers will provide viaNexus with tax identification information and such other reasonable documentation or information that viaNexus may require to ensure its compliance with applicable tax laws, rules, regulations and authorities in any applicable jurisdictions. Customer will be liable to pay (or reimburse viaNexus for) any taxes, interest, penalties, or fines arising out of any misdeclaration by Customer.

5.7. Invoice Disputes & Refunds. Any invoice disputes must be submitted in writing to accounting@viaNexus.com within 30 days after an invoice is issued. If the parties determine that certain billing inaccuracies are attributable to viaNexus, viaNexus will not issue a corrected invoice, but will instead issue a credit notice specifying the incorrect amount in the affected invoice. To the fullest extent permitted by law, Customer waives all claims relating to Fees unless such claims are made within 30 days after being invoiced. Any refunds are at the sole discretion of viaNexus and will only be in the form of credit for the viaNexus Services. Nothing in this Agreement obligates viaNexus to extend credit or to refund any Fees to Customer or any other party. Except as expressly set forth in this Agreement, all payment obligations are non-cancelable, and Fees are non-refundable. Further, credits used for the viaNexus Services are not refundable or otherwise transferrable.

5.8. Late Payments. viaNexus reserves the right to charge Customer interest on any amounts due that have not been paid by the applicable due date at a rate of 1.5% per month (or the highest rate permitted by law, if less) from the payment due date until such amounts due are paid in full to viaNexus. Customers will be responsible for all reasonable expenses (including attorneysʼ fees) incurred by viaNexus in collecting any late payments. If Customer is late on payment for the viaNexus Services, viaNexus may suspend Customerʼs access to the viaNexus Services or terminate this Agreement, unless Customer is disputing in good faith the portion of the unpaid applicable Fees and is cooperating diligently with viaNexus to resolve the dispute.

6. Suspension

6.1 Acceptable Use Policy Violations. If viaNexus becomes aware that Customerʼs or any Customer End Userʼs access or use of the viaNexus Services violates the Acceptable Use Policy, viaNexus will give Customer written notice of the violation and request that Customer immediately correct the violation and confirm in writing to viaNexus that such violation has been corrected to viaNexusʼs satisfaction. viaNexus may also suspend, disable, terminate, or otherwise limit all or part of Customerʼs access to the viaNexus Services until such violation is corrected.

6.2. Dataset Suspension or Revocation. viaNexus may suspend, limit, or revoke Customer's access to a specific Dataset if requested by the applicable Edge Data Provider, required by Provider Terms or viaNexus's agreement with that Edge Data Provider, required by law, or reasonably necessary to address a licensing, compliance, security, or entitlement issue. Where reasonably practicable, viaNexus will provide notice. Customer must promptly cease use of and delete the affected Licensed Data to the extent required by the applicable Provider Terms or notice of revocation. Suspension or revocation of one Dataset does not, by itself, terminate Customer's access to other Datasets or the Customer's Account.

6.3 Other Suspension. Notwithstanding the foregoing paragraph regarding violations of the Acceptable Use Policy, viaNexus may suspend, disable, terminate, or otherwise limit all or part of Customerʼs access to the viaNexus Services without notice if viaNexus reasonably determines, in its sole discretion, that:

Customerʼs or any Customer End Userʼs access or use of the viaNexus Services could adversely impact the viaNexus Services or other viaNexus customersʼ access to or use of the viaNexus Services, including but not limited to causing denial of service attacks, mail flooding, or other attacks or disruptions;
There is unauthorized third-party access to the viaNexus Services in connection with Customerʼs or any Customer End Userʼs access to or use of the viaNexus Services;
viaNexus is required to do so to comply with applicable law, rule, regulation, or a request by governmental entities; or
Customer is in breach of this Agreement,provided that, viaNexus may decide, in its sole discretion, to not suspend, disable, terminate, or otherwise limit all of part of Customerʼs access to the viaNexus Services if Customer acts in good faith to cooperate diligently with viaNexus to resolve any of the foregoing issues.

7. Intellectual Property Rights

7.1 Intellectual Property Rights. Except as expressly set forth herein, this Agreement does not grant either party any right, title, or interest, implied or otherwise, to the other partyʼs content or any of the other partyʼs intellectual property (including all patents, copyrights, trademarks, trade secrets and other intellectual property). As between the parties, Customer and its licensors, as applicable, own all right, title, an interest in Customer Data and the Application(s), and viaNexus, its Affiliates, and its licensors, as applicable, own all right, title, and interest in the viaNexus Services and any and all related underlying technology and documentation, as well as any derivative works, modifications, or improvements of any of the foregoing, including any Feedback that may be incorporated therein. Customer acknowledges and agrees that viaNexus Data and its component parts were developed, compiled, prepared, revised, selected, and arranged by viaNexus, its Affiliates, or its licensors, through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, money and originality and that they constitute valuable intellectual property and trade secrets of viaNexus, its Affiliates, or its licensors.

7.2. Use of Marks. viaNexus may use and display Customer's name, logo, trademarks, and service marks solely to identify Customer as a customer of viaNexus. Upon Customer's written request, viaNexus will cease new uses and will remove such marks from its website and, to the extent commercially feasible, future marketing materials. Any case study, press release, media participation, testimonial, or event participation involving Customer requires Customer's prior consent.

viaNexus, the viaNexus Services, and any viaNexus product or service, names, logos, trademarks, or service marks that may appear in the viaNexus Services or elsewhere are proprietary to viaNexus and its Affiliates, and may not be copied, imitated or used, in whole or in part, without viaNexusʼs prior written permission, which may be withheld in viaNexusʼs sole discretion.

8. Use of Customer Data, Customer Feedback, and Customer Usage Data; Benchmarking

8.1 Customer Data. viaNexus will not access or use Customer Data, except as necessary to provide the viaNexus Services and any associated technical support services to Customer, and to comply with legal, regulatory, audit, data security, and contractual obligations.

8.2 Customer Feedback. If Customer or a Customer End User provides viaNexus with Feedback about the viaNexus Services, then such Customer or Customer End User automatically grants to viaNexus (without charge, payment of royalties or other consideration) a non-exclusive, royalty-free, fully paid, perpetual, irrevocable, worldwide license in the Feedback, and viaNexus and its Affiliates are free to make, use, disclose, modify, distribute, reproduce, license, commercialize and otherwise freely exploit without restriction of any kind the Feedback as part of any of viaNexus and its Affiliatesʼ products and services, in whole or in part and without regard to whether such Feedback is marked or otherwise designated by the provider as confidential.

8.3. Customer Usage Data. viaNexus may collect and use Customer Usage Data to manage, measure, develop, improve, support, secure, and operate the viaNexus Services; administer entitlements; detect abuse; and support billing, compliance, quality monitoring, and audit requirements. viaNexus may share aggregated or anonymized Customer Usage Data with Edge Data Providers. Where an applicable Dataset's Provider Terms or licensing requirements require customer-identifiable usage, entitlement, user, or reporting information to be provided to the applicable Edge Data Provider, viaNexus may provide such information to that Edge Data Provider to the extent disclosed in the applicable Provider Terms, Order Form, Dataset description, or Documentation and subject to applicable privacy and confidentiality obligations.

8.4. Benchmarking. Customer may not publicly disclose non-public comparative, compatibility, benchmarking, or evaluation results concerning the viaNexus Services without viaNexus's prior written consent. This restriction does not apply to information that is publicly available through no breach of this Agreement.

9. Technical Support Services

viaNexus may at its sole discretion provide certain technical support services in connection with Customerʼs access to and use of the viaNexus Services in accordance with a separate SLA. viaNexus has no obligation under this Agreement to provide technical support services to Customer regarding the viaNexus Services, and Customer shall be solely responsible for the technical support and maintenance of its Application(s) and any associated systems that access or use the viaNexus Services.

10. Deprecation Policy

viaNexus will make commercially reasonable efforts to notify Customer if it will discontinue or make backwards incompatible changes to any material part of the viaNexus Services or material features associated therewith, and will use commercially reasonable efforts to continue to operate and support those viaNexus Services or features to be deprecated, as identified in the Documentation, without such changes for at least six months, or for such other period as viaNexus may determine in its sole discretion, unless viaNexus reasonably determines that: (i) it is prohibited from doing so by law, rule, regulation, or contractual obligation, or (ii) doing so could create a security risk or a material economic or technical burden.

11. Confidentiality

11.1 Confidential Information. "Confidential Information" is non-public information that is designated

"confidential" or that a reasonable person should understand is confidential, including, but not limited to,
Customer Data, the terms of this Agreement, and Customerʼs Account authentication credentials. Confidential Information does not include information that: (1) becomes publicly available without a breach of a confidentiality obligation under this Agreement by the receiving party or its Representatives; (2) the receiving party received lawfully from another source that does not have a confidentiality obligation to the disclosing party; (3) is independently developed without violation of this Agreement; or (4) is Feedback, a comment or suggestion volunteered about the other partyʼs business, products, or services.

11.2 Protection of Confidential Information. Each party will take commercially reasonable measures to protect the otherʼs Confidential Information and will use the other partyʼs Confidential Information only for purposes of the partiesʼ business relationship herein. Neither party will disclose Confidential Information to third parties, except to its Representatives, and then only on a need-to-know basis under nondisclosure obligations at least as protective as this Agreement. Each party remains responsible for the use of Confidential Information by its Representatives (applying such nondisclosure obligations of the receiving party to such Representative except with regards to the right to share with other third parties) and, in the event of discovery of any unauthorized use or disclosure or in violation of this Section 11, must promptly notify the other party. Neither party shall remove, overprint, or deface any notice of confidentiality, copyright, trademark, logo, legend or other notices of ownership or confidentiality from any originals or copies of Confidential Information it obtains from the other party.

11.3 Disclosure Required by Law. A party and its Representatives may disclose the otherʼs Confidential.

Information if required by law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process, but only after it notifies the other party (if legally permissible) to enable the other party to seek a protective order or otherwise oppose the
disclosure. Notwithstanding the foregoing, notice shall not be required if the receiving party or its Representatives are requested or required to disclose Confidential Information in the course of routine supervisory examinations or regulatory oversight by regulatory authorities with jurisdiction over the receiving party or its Representatives.

11.4 Duration of Confidentiality Obligations. These obligations apply: (1) for Customer Data, until it is deleted by viaNexus or falls into one of the exceptions listed in the first paragraph of this Section 11; and (2) for all other Confidential Information for a period of three years after a party receives the Confidential Information.

12. Term and Termination

12.1 Term. This Agreement is effective as of the Effective Date and shall continue until terminated by a party as set forth herein.

12.2. Termination for Cause. Either party may terminate this Agreement or an affected subscription for cause upon written notice if: (i) the other party materially breaches this Agreement and fails to cure such breach within 30 days after receipt of written notice; (ii) the other party ceases operation without a successor; or (iii) the other party seeks protection under bankruptcy, receivership, creditors' arrangement, or comparable proceedings, or such a proceeding is instituted against that party and is not dismissed within 60 days. viaNexus may suspend or limit access without terminating this Agreement where permitted under Section 6. If Customer terminates an affected paid subscription for viaNexus's uncured material breach, viaNexus will refund any prepaid Fees allocable to the unused portion of the terminated subscription, except to the extent the applicable Provider Terms or non-refundable third-party charges require otherwise.

12.3. Termination for Convenience. Customer may terminate this Agreement or any subscription for convenience through the Admin Console or upon written notice to viaNexus, subject to the applicable subscription term and cancellation provisions. viaNexus may terminate this Agreement or a subscription for convenience upon at least 30 days' written notice, unless a shorter period is required by an Edge Data Provider, Provider Terms, law, security concern, or other circumstance described in Section 6. If viaNexus terminates a paid subscription for convenience for reasons not attributable to Customer, viaNexus will refund prepaid Fees allocable to the unused portion of the terminated subscription, except for non-refundable third-party charges.

12.4 Effect of Termination. If this Agreement is terminated, then: (i) the rights granted by one party to the other will immediately cease; (ii) all Fees owed by Customer to viaNexus will become due and payable immediately; (iii) Customer must cease its access to and use of the viaNexus Services and any software provided by viaNexus in connection therewith; (iv) Customer must delete any viaNexus Data from its Application(s) and associated systems; (v) upon request, each party will use commercially reasonable efforts to return or destroy all Confidential Information of the other party; and (vi) viaNexus will have no obligation to store or provide further access to Customer Data. viaNexusʼs exercise of any remedy under this Agreement, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise.

12.5. Effect of Dataset Termination or Revocation. Upon termination, expiration, suspension, or revocation of access to a Dataset, Customer must cease access to and use of that Licensed Data and delete it to the extent required by the applicable Dataset entitlement, Provider Terms, Order Form, or notice from viaNexus. Customer will certify deletion upon reasonable request where required for licensing or compliance purposes. viaNexus may notify the applicable Edge Data Provider of the termination or revocation and may facilitate compliance with applicable deletion or reporting requirements.

12.6. Retrieval Right. Upon written request to viaNexus, and provided Customer has paid all outstanding Fees, Customer will have 30 days from termination of this Agreement to access the viaNexus Services solely to the extent necessary to retrieve Customer Data. The Retrieval Right applies only to Customer Data and does not extend, reinstate, or continue any right to access, retrieve, retain, or use Licensed Data after the applicable subscription, entitlement, or license has terminated or been revoked. viaNexus will have no obligation to make Customer Data available after the Retrieval Right period and may thereafter delete Customer Data in accordance with its retention practices.

13. Representations and Warranties

Each party represents, warrants, and covenants that: (a) it has full rights and authority to enter into this Agreement; (b) its performance under this Agreement will not violate in any material respect any agreement or obligation between it and any third party; and (c) it will comply with all laws, rules, and regulations applicable to its performance under this Agreement in all material respects. viaNexus warrants that the viaNexus Services will substantially conform to the Documentation.

14. Disclaimer of Warranties

THE VIANEXUS SERVICES AND THE SOFTWARE AND CONTENT PROVIDED THEREWITH ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. VIANEXUS, ITS AFFILIATES, PARENTS, SUBSIDIARIES, LICENSORS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AND EMPLOYEES (COLLECTIVELY, THE "VIANEXUS PARTIES"), MAKE NO WARRANTY THAT THE VIANEXUS SERVICES OR THE SOFTWARE AND CONTENT PROVIDED THEREWITH WILL (1) MEET CUSTOMERʼS REQUIREMENTS; (2) BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (3) BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE VIANEXUS PARTIES HEREBY DISCLAIM ALL WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WHETHER ARISING OUT OF A COURSE OF DEALING, USAGE OR TRADE PRACTICE, OR COURSE OF PERFORMANCE, AS TO THE VIANEXUS SERVICES AND THE SOFTWARE AND CONTENT PROVIDED THEREWITH. THE VIANEXUS PARTIES WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY CLAIM MADE OR ACTION TAKEN IN RELIANCE ON MATERIAL AND/OR INFORMATION CONTAINED IN OR INCLUDED AS PART OF THE VIANEXUS SERVICES. THE VIANEXUS PARTIES DO NOT REPRESENT, WARRANT, OR COVENANT THAT MATERIAL AND CONTENT CONTAINED IN OR INCLUDED AS PART OF THE VIANEXUS SERVICES IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE.

WHILE THE VIANEXUS PARTIES ATTEMPT TO MAKE CUSTOMERʼS ACCESS TO AND USE OF THE VIANEXUS SERVICES SAFE, THE VIANEXUS PARTIES DO NOT REPRESENT, WARRANT, OR COVENANT THAT THE VIANEXUS SERVICES OR THE SOFTWARE AND CONTENT PROVIDED THEREWITH ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

THE VIANEXUS PARTIES WILL NOT BE RESPONSIBLE OR LIABLE TO CUSTOMER FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO CUSTOMER FOR, ANY USE OF THE VIANEXUS SERVICES OR THE SOFTWARE AND CONTENT PROVIDED THEREWITH, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (1) CUSTOMER ERROR SUCH AS FORGOTTEN PASSWORDS; (2) SERVER FAILURE OR DATA LOSS; (3) CORRUPTED OR HACKED SOFTWARE OR HARDWARE; (4) UNAUTHORIZED ACCESS TO APPLICATIONS; OR (5) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE VIANEXUS SERVICES.

CUSTOMER AGREES THAT THE PROVISION OF THE VIANEXUS SERVICES DOES NOT CONSTITUTE INVESTMENT ADVICE AND DOES NOT CONSTITUTE OPINIONS OR BELIEFS OF THE VIANEXUS PARTIES.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES OR CONDITIONS THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

VIANEXUS MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE QUALITY, FITNESS FOR PURPOSE, ACCURACY, OR COMPLETENESS OF ANY THIRD-PARTY OR VIANEXUS EDGE DATA MADE AVAILABLE VIA THE VIANEXUS SERVICES. ALL SUCH DATA IS PROVIDED SOLELY BY THE CONTRIBUTING DATA PARTNER AND SUBJECT TO ANY SPECIFIC DISCLAIMERS OR USAGE RESTRICTIONS COMMUNICATED IN THE CONSOLE OR DOCUMENTATION.

CERTAIN DATA MADE AVAILABLE VIA THE VIANEXUS SERVICES, INCLUDING BUT NOT LIMITED TO THE VNX PRICE AND OTHER DERIVED OR SYNTHETIC INDICATORS, ARE INTENDED AS INDICATIVE TOOLS ONLY. SUCH DATA ARE NOT GUARANTEED TO BE ACCURATE, COMPLETE, TIMELY, OR FIT FOR ANY PARTICULAR PURPOSE. THEY ARE NOT SUITABLE FOR USE AS A BASIS FOR AUTOMATED TRADING, BACK-TESTING OF STRATEGIES, OR INVESTMENT DECISION-MAKING WITHOUT INDEPENDENT VERIFICATION. CUSTOMERS MUST OBTAIN AND RELY ON OFFICIAL REAL-TIME MARKET DATA DIRECTLY FROM THEIR TRADING VENUES, BROKERS, OR OTHER REGULATED SOURCES. VIANEXUS EXPRESSLY DISCLAIMS ANY LIABILITY ARISING FROM RELIANCE ON INDICATIVE OR DERIVED VALUES.

15. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE VIANEXUS PARTIES BE LIABLE TO CUSTOMER, ANY CUSTOMER END USER, OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES RESULTING FROM, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT OR THE VIANEXUS SERVICES, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, WHETHER CAUSED BY STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF THE VIANEXUS PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO AND USE OF THE VIANEXUS SERVICES ARE AT CUSTOMERʼS OWN DISCRETION AND RISK, AND CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMERʼS APPLICATION(S) OR LOSS OF DATA RESULTING THEREFROM.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF VIANEXUS OR ANY OF THE VIANEXUS PARTIES RESULTING FROM, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT OR THE VIANEXUS SERVICES EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR (B) THE AMOUNT CUSTOMER PAID TO VIANEXUS IN THE PAST TWELVE MONTHS FOR THE VIANEXUS SERVICES DIRECTLY RELATING TO THE ITEM(S) THAT ARE THE SUBJECT OF THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

NO LIMITATION OR EXCLUSION SET FORTH IN THIS AGREEMENT WILL APPLY TO LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED. EXCEPT FOR SUCH NON-EXCLUDABLE LIABILITY, VIANEXUS'S OBLIGATIONS UNDER SECTION 16, ANY BREACH OF SECTION 11 (CONFIDENTIALITY), AND ANY VIOLATION OF CUSTOMER'S INTELLECTUAL PROPERTY RIGHTS REMAIN SUBJECT TO THE AGGREGATE LIABILITY CAP SET FORTH ABOVE. CUSTOMER IS RESPONSIBLE FOR MAINTAINING INSURANCE APPROPRIATE TO ITS USE OF THE VIANEXUS SERVICES.

16. Indemnification

16.1. Indemnification by Customer. Customer will defend, indemnify, and hold harmless the viaNexus Parties from third-party claims, governmental actions, damages, losses, liabilities, penalties, costs, and reasonable attorneys' fees arising from or relating to: (a) Customer Data or other materials supplied by Customer that infringe, misappropriate, or violate third-party rights; (b) Customer's or Customer End Users' violation of applicable law, this Agreement, an applicable Dataset entitlement, Order Form, or Provider Terms; (c) unauthorized redistribution or other use of Licensed Data outside the scope of the rights granted to Customer; or (d) Customer's or Customer End Users' fraud, gross negligence, willful misconduct, or unlawful acts in connection with the viaNexus Services. Claims relating specifically to the content, accuracy, or legality of viaNexus Edge Data remain subject to the applicable Provider Terms. Customer may not settle an indemnified claim in a manner that admits liability by, imposes non-monetary obligations on, or requires payment by a viaNexus Party without viaNexus's prior written consent, not to be unreasonably withheld.

16.2 Indemnification by viaNexus. Subject to the limitations set forth in this Agreement, including Section 15,
viaNexus shall defend, indemnify, and hold Customer harmless against any costs, losses, or damages (including reasonable legal fees) incurred in connection with claims made or brought against Customer by a third party alleging that the access to or use of the viaNexus Services as contemplated hereunder infringes or misappropriate the intellectual property rights of a third party (each an "Infringement Claim"); provided, that Customer (1) promptly gives written notice of the Infringement Claim to viaNexus; (2) gives viaNexus sole control of the defense and settlement of the Infringement Claim; provided that viaNexus may not settle any Infringement Claim without Customerʼs prior consent unless it unconditionally releases Customer of all liability and the monetary damages in connection with such settlement are paid by viaNexus; and (3) provides to viaNexus all reasonable assistance and information. This Section 16 states viaNexusʼs sole liability with respect to, and Customerʼs exclusive remedy against viaNexus for, any claim against Customer.

The foregoing indemnity in does not extend to (1) any Infringement Claim based upon or arising from Customer Data or infringement or alleged infringement of any patent, trademark, copyright or other intellectual property right by the combination of the viaNexus Services with other products, software, or services not provided or approved by viaNexus, if such infringement would have been avoided but for such combination; (2) any Infringement Claim in respect to any version of the viaNexus Services other than the most current version; (3) any use, distribution, sublicensing, or exercise of any other right outside the scope of this Agreement; (4) any access, use, modification, combination, or development of the viaNexus Services that is not performed or authorized in writing by viaNexus, including in the use of any API; and (5) Customerʼs or Customer End Userʼs breach of this Agreement.

16.3 Other Remedies. If (1) viaNexus becomes aware of an actual or potential Infringement Claim, or (2) Customer provides viaNexus with written notice of an actual or potential Infringement Claim, viaNexus may (or in the case of an injunction against Customer, shall), at viaNexusʼs sole option and determination: (i) procure for Customer the right to continue to use the viaNexus Services or (ii) replace or modify the applicable viaNexus Services so that Customerʼs use is no longer infringing; or (iii) if (i) and (ii) are not commercially reasonable, as determined by viaNexus in its sole discretion, terminate the rights granted hereunder to the Customer to access and use the viaNexus Services and refund to Customer that portion of any prepaid Fees that is applicable to the period following the termination of the viaNexus Services pursuant to this Section 16, less any outstanding Fees owed on such affected portion of the viaNexus Services.

17. Export Control and Economic Sanctions

Customer acknowledges that the viaNexus Services may be subject to U.S., foreign, and international export controls and economic sanctions laws and regulations and agrees to comply with all such applicable laws and regulations, including the U.S. Export Administration Regulations and regulations promulgated by the U.S. Department of the Treasuryʼs Office of Foreign Assets Control. Customer also specifically agrees not to, directly or indirectly, allow access to or use of the viaNexus Services in embargoed or sanctioned countries/regions, by sanctioned or denied persons, or for prohibited end-uses under U.S. law without authorization from the U.S. government.

18. Modifications and Amendments

18.1 To the Services. viaNexus may make updates or other changes to the viaNexus Services from time to time in its sole discretion without notice to the Customer. Notwithstanding the foregoing, if viaNexus makes a material change to the viaNexus Services, viaNexus will make commercially reasonable efforts to notify Customer in writing, including without limitation by posting to the viaNexus website at https://viaNexus.com or its successor site(s), or via the Admin Console as soon as reasonably practicable.

18.2 To this Agreement. viaNexus may make changes to this Agreement from time to time in its sole discretion upon written notice, including without limitation by posting on the viaNexus website at https://viaNexus.com/terms/ or its successor site(s), or by notifying Customer via the Admin Console. Changes made to this Agreement will be effective immediately unless otherwise noted by viaNexus. viaNexus will provide at least 15 daysʼ written notice of any pricing changes to the viaNexus Services where possible, including without limitation by notifying Customer via the Admin Console or by updating the Pricing Policy. If Customer does not agree to any changes made to the Agreement, Customer must stop using the viaNexus Services. Access or use of the viaNexus Services will constitute acceptance of the revised Agreement.

19. Governing Law and Disputes; Jury Trial and Class Action Waiver

This Agreement will be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts-of-law principles.

By using the viaNexus Services, Customer agrees that any and all disputes, claims or controversies that Customer may have against viaNexus or its Representatives arising out of or relating to or connected in any way to (i) Customerʼs or any Customer End Userʼs access to or use of the viaNexus Services, or (ii) this Agreement (including the interpretation and scope of this clause and the arbitrability of the dispute), shall be resolved exclusively by mandatory, binding arbitration initiated through and administered by the American Arbitration Association ("AAA"). Customer further agrees that arbitration will be conducted by a single arbitrator pursuant to the applicable Rules and Procedures established by AAA, and that any arbitration proceeding, if necessary, will be held in New York, New York or at such other location as may be mutually agreed upon by viaNexus and Customer. Arbitration will be subject to the Federal Arbitration Act and not any state arbitration law. The arbitrator shall apply New York law consistent with the Federal Arbitration Act, and shall honor claims of privilege recognized at law. Arbitration rules and forms may be obtained from AAA at https://www.adr.org. In order to initiate arbitration with the AAA, Customer may be responsible for paying a filing fee to the AAA, however, in the event Customer is able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, viaNexus will reimburse as much of Customerʼs filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. There will be no right or authority for any claims to be arbitrated on a class action or representative basis. Customer understands and agrees that, by accepting this Agreement, Customer and viaNexus are each waiving the right to a trial by jury or to participate in a class action with respect to the claims covered by this mandatory arbitration provision. Customer is thus giving up its right to go to court to assert or defend its rights. A neutral arbitrator will determine Customerʼs rights, and not a judge or jury.

All claims Customer brings against viaNexus or its Representatives must be resolved in accordance with this arbitration provision, except that viaNexus may seek equitable relief in a court of competent jurisdiction of the State of New York in accordance with the laws of the State of New York for infringement or other misuse of intellectual property rights as well as for any other breach of this Agreement. All claims filed or brought by Customer contrary to this provision will be considered improperly filed and void. Should Customer file a claim contrary to this arbitration provision, viaNexus will notify Customer in writing of the improperly filed claim, and Customer must promptly withdraw the claim. If Customer fails to promptly withdraw the claim after receiving written notice from viaNexus, viaNexus may recover its reasonable attorneysʼ fees and costs incurred to enforce this arbitration provision.

If any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures established by AAA, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision was not contained herein.

20. Miscellaneous

20.1 Entire Agreement. This Agreement comprises the entire agreement between Customer and viaNexus relating to Customerʼs access to and use of the viaNexus Services, and supersedes any and all prior discussions, agreements, and understandings of any kind (including without limitation prior versions of this Agreement).

20.2 Severability. If any provision of this Agreement is determined to be invalid, superseded, illegal or unenforceable, in whole or in part, the validity, legality or enforceability of any of the remaining provisions or notices shall not in any way be affected or impaired thereby and shall continue in full force and effect.

20.3 Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver and a single or partial exercise of any right shall not be presumed to preclude any subsequent or further exercise of that right or the exercise of any other right. Any waiver must be in writing and signed by the waiving party and shall be effective only in the specific instance and for the purpose given.

20.4 No Third-party Beneficiaries. This Agreement does not create any third-party beneficiary rights except as expressly provided herein. Notwithstanding the foregoing, the viaNexus Parties are intended third-party beneficiaries of this Agreement.

20.5 Assignment. viaNexus (and each of its permitted assignees, transferees, or delegees) may freely assign, transfer, or delegate all rights and obligations under this Agreement fully or partially without notice to Customer. Customer may not assign, transfer, or delegate any rights or obligations under this Agreement, including in connection with a change of control or by operation of law, without the prior written consent of viaNexus, except to an Affiliate where: (a) the assignee, transferee, or delegee, as applicable, has agreed in writing to be bound by this Agreement; (b) the assigning, transferring, or delegating party, as applicable, remains liable for obligations under this Agreement if the assignee, transferee, or delegee, as applicable, defaults on them; and (c) the assigning, transferring, or delegating party, as applicable, has notified the other party of the assignment, transfer, or delegation, as applicable. Assignment, transfer, or delegation by Customer will not relieve Customer of its obligations under this Agreement. Any attempted assignment, transfer, or delegation in violation of the foregoing shall be void. This Agreement will bind and insure to the benefit of each party's successors or permitted assigns.

20.6 Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure results from any cause beyond such partyʼs reasonable control, including but not limited to acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, public health emergencies (including pandemics and epidemics), acts or orders of government, acts of terrorism, or war.

20.7 Independent Contractors. The parties are independent contractors and nothing in this Agreement creates a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between or among the parties.

20.8 Notices. Notices will be treated as delivered on the date received if personally delivered or immediately upon receipt if delivered by email or other electronic transmission. Notices to viaNexus must be in writing and sent via email to support@viaNexus.com, with a copy (which shall not constitute notice) sent via email to legal@viaNexus.com for all legal notices. Notices to Customer will be sent to the individual at the address Customer identifies on its Account as its contact for notices. viaNexus may send notices and other information to Customers by email or other electronic form, including its website or via the Admin Console.

20.9 Survival. The terms of this Agreement that are likely to require performance, or have application to events that may occur, after the termination or expiration of this Agreement will survive termination or expiration, including all indemnity obligations, confidentiality obligations, and related procedures.

21. Definitions

"Professional User" means any individual or entity accessing or using Licensed Data in connection with a business, trade, profession, employment, investment management activity, financial services activity, or other commercial or professional purpose, as further specified in the applicable Dataset entitlement, Order Form, or Provider Terms.

"Acceptable Use Policy" means viaNexus's acceptable use policy for the viaNexus Services, as may be amended from time to time, available at https://viaNexus.com/terms or its successor site(s).

"Account" means Customer's viaNexus account for accessing the viaNexus Services.

"Additional Terms" means any policies or additional terms relating to the viaNexus Services, including but not limited to the Acceptable Use Policy, Pricing Policy, viaNexus Launch Stages Guidelines, OpenID and OAuth Additional Terms of Service, Privacy Policy, and any other documentation incorporated herein by reference, in each case as may be amended from time to time.

"Admin Console" means the online console(s) and/or tools provided by viaNexus to Customer for administering the viaNexus Services and managing Customer's subscriptions, datasets, and entitlements.

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than fifty percent (50%) of the voting securities or the power to direct management or policies of such entity.

"Agentic Outputs" means any responses, summaries, alerts, recommendations, visualizations, insights, or other outputs generated by Agentic Services using Licensed Data.

"Agentic Services" means viaNexus's agent-enabled access modalities, including conversational agents, copilots, autonomous workflows, and related services delivered through the viaNexus Agentic Services Technology (vAST).

"Application(s)" means any web, mobile, desktop, or other software application or service developed or operated by Customer that accesses or uses the viaNexus Services.

"Commercial Use" means any use of the viaNexus Services or Licensed Data for business, for-profit, production, client-facing, revenue-generating, or commercial purposes, including embedding in or delivering through software or services.

"Confidential Information" means information that one party (or its Affiliates) discloses to the other party under this Agreement and which is marked as confidential or would normally be considered confidential under the circumstances, including Customer Data and the terms of this Agreement, but excluding information that is independently developed, rightfully received from a third party without confidentiality obligations, or becomes public through no fault of the receiving party.

"Customer Data" means any data, content, files, information, or other materials that Customer or its authorized users upload, submit, transmit, or otherwise provide to the viaNexus Services and that are owned or controlled by Customer or provided by Customer under license from a third party. Customer Data does not include Licensed Data, viaNexus Core Data, viaNexus Edge Data, Customer Usage Data, or any data or content made available to Customer by or through viaNexus. For clarity, Customer Data includes configuration and query-related materials that Customer creates or maintains within the viaNexus Services, such as saved queries, ticker lists, and watchlists.

"Customer End Users" means individuals or entities that Customer permits to access or use Customer's Application(s).

"Customer Usage Data" means usage, operational, and technical data related to Customer's access to and use of the viaNexus Services, including query logs, telemetry, and metadata.

"Dataset" means a distinct collection of data made available through the viaNexus Services, whether as viaNexus Core Data or viaNexus Edge Data, subject to applicable entitlements and terms.

"Derived Data" means data, datasets, or products created by transforming, aggregating, or otherwise processing Licensed Data in a manner that could substitute for, replicate, or recreate the underlying data, excluding Agentic Outputs as expressly provided in this Agreement.

"Documentation" means the viaNexus documentation relating to access to and use of the viaNexus Services, as may be amended from time to time, available at https://viaNexus.com/docs or its successor site(s).

"Early Access Products and Features" means products, features, services, or software that are not yet generally available and are labeled as "Early Access," "Alpha," or "Beta," or otherwise identified in the viaNexus Launch Stages Guidelines.

"Edge Data Provider" means a third-party data partner that contributes datasets made available as part of the viaNexus Services, including data categorized as viaNexus Edge Data.

"Edge Partner Agreement" means any agreement between viaNexus and an Edge Data Provider governing the licensing, distribution, and use of that provider's data through the viaNexus Services.

"Fees" means the applicable fees for subscribing to or using the viaNexus Services, including any platform, dataset, Agentic Services, or other service fees, and any applicable Taxes.

"Feedback" means ideas, suggestions, enhancement requests, comments, recommendations, corrections, or other feedback regarding the viaNexus Services provided by Customer or Customer End Users.

"HIPAA Data" means any protected health information regulated by the Health Insurance Portability and Accountability Act of 1996, as amended, or any similar federal or state laws or regulations.

"Licensed Data" means any viaNexus Core Data or viaNexus Edge Data made available to Customer through the viaNexus Services pursuant to this Agreement and any applicable Provider Terms.

"Non-Commercial Use" means personal, academic, research, or evaluation use of the viaNexus Services or Licensed Data that is not intended for commercial exploitation, as further described in Section 1.6.

"Order Form" means any ordering document, dataset entitlement, subscription confirmation, or similar instrument agreed between viaNexus and Customer specifying the viaNexus Services, datasets, pricing, and usage rights applicable to Customer.

"Pricing Policy" means viaNexus's pricing policy for the viaNexus Services, as may be amended from time to time, available at https://viaNexus.com/catalog or its successor site(s).

"Privacy Policy" means viaNexus's privacy policy, as may be amended from time to time, available at https://viaNexus.com/privacy/ or its successor site(s).

"Provider Terms" means any end user terms, dataset-specific license terms, usage restrictions, attribution requirements, or other conditions imposed by an Edge Data Provider and displayed or incorporated by reference through the Admin Console, catalog, Documentation, or otherwise in connection with Customer's access to such provider's data.

"Representatives" means a party's employees, officers, directors, Affiliates, contractors, advisors, subcontractors, and consultants.

"SLA" means any service level agreement applicable to the viaNexus Services, as may be amended from time to time.

"Subscription Period" means the term of Customer's subscription to the viaNexus Services, which is either (a) the calendar month(s) for monthly subscriptions or (b) the year(s) commencing on the subscription start date for annual subscriptions.

"Taxes" means any duties, customs fees, or taxes (other than viaNexus's income taxes) associated with the purchase or use of the viaNexus Services, including any related penalties or interest.

"viaNexus Agentic Services Technology" or "vAST" means the viaNexus technology and delivery framework that enables AI agents, copilots, and automated workflows to access and interact with Licensed Data and viaNexus Services.

"viaNexus Core Data" means financial and reference data provided by viaNexus as part of the base viaNexus Services, excluding viaNexus Edge Data, as described in the Documentation.

"viaNexus Data" means collectively the viaNexus Core Data and viaNexus Edge Data made available through the viaNexus Services.

"viaNexus Edge Data" means premium or specialized datasets contributed by Edge Data Providers and made available through the viaNexus Services under dataset-specific terms.

"viaNexus Launch Stages Guidelines" means the guidelines governing access to and use of Early Access Products and Features, as may be amended from time to time, available at https://viaNexus.com/terms or its successor site(s).

"viaNexus Services" means the products, services, platforms, APIs, and related functionality provided by viaNexus, including viaNexus Core Data, viaNexus Edge Data, and Agentic Services, as may be updated from time to time and listed at https://viaNexus.com/catalog or its successor site(s).

"viaNexus Technical Support Services Guidelines" means viaNexus's technical support guidelines for the viaNexus Services, as may be amended from time to time, available at https://viaNexus.com/terms or its successor site(s).

viaNexus Acceptable Use Policy

This viaNexus Acceptable Use Policy supplements the viaNexus Terms of Service (the "Agreement"). Access and use of viaNexus Services is subject to this Acceptable Use Policy. All capitalized terms used herein that are not defined in this Acceptable Use Policy shall have the respective meanings given to them in the Agreement. Notwithstanding anything to the contrary in the Agreement, in the event of any conflict between the Agreement and this Acceptable Use Policy, this Acceptable Use Policy shall govern.

This Acceptable Use Policy may be updated by viaNexus from time to time upon written notice, which may be provided through the Admin Console or by posting an updated version of this Acceptable Use Policy to https://viaNexus.com/terms or its successor site(s).

Customer agrees not to, and not to allow third parties to, access or use the viaNexus Services in any of the following ways (each a violation of this Policy, as determined by viaNexus in its sole discretion):

to distribute viaNexus Data as a data feed, an API, or an export file to Customer End Users for programmatic access or usage outside of the Application(s), except to the extent expressly permitted under Section 1.8 (Redistribution and Downstream Use) or an applicable Dataset entitlement, Order Form, or Provider Terms.
to store, transmit, or make available (a) content that is infringing, libelous, unlawful, tortious, or in violation of third-party rights, (b) content or technology that harms, interferes with, or limits the normal operation of the viaNexus Services or (c) viruses, malware, or other malicious code;
for illegal, threatening, or offensive uses, or for similarly objectionable purposes, such as propagating hate or violence or causing harm to others or to viaNexusʼs reputation;
for developing, supporting or using software, devices, scripts, robots, or any other means or processes (including crawlers, browser plugins and add-ons, or any other technology) to scrape the viaNexus Services or otherwise copy or extract information and other data from the viaNexus Services in a manner not expressly authorized under the Agreement;
to transact in, or facilitate activities related to, misappropriating another individualʼs identity, including, but not limited to, improperly obtaining credit card information and/or account credentials;
to attempt to gain unauthorized access to the viaNexus Services or any related systems, including those of viaNexusʼs Representatives and other customers;
to permit direct or indirect access to or use of the viaNexus Services in a way that violates the Agreement, including without limitation to infringe the intellectual property rights of others in any way;
to copy the viaNexus Services or any part, feature, function or user interface thereof except as expressly permitted under the Agreement; or
to build similar or competitive products or services to the viaNexus Services.

viaNexus OpenID and OAuth Additional Terms of Service

These viaNexus OpenID and OAuth Additional Terms of Service supplement the viaNexus Terms of Service (the "Agreement"). Customerʼs use of the OpenID and OAuth services is subject to these viaNexus OpenID and OAuth Additional Terms of Service. All capitalized terms used herein that are not defined in these viaNexus OpenID and OAuth Additional Terms of Service shall have the respective meanings given to them in the Agreement. Notwithstanding anything to the contrary in the Agreement, in the event of any conflict between the Agreement and these viaNexus OpenID and OAuth Additional Terms of Service, these viaNexus OpenID and OAuth Additional Terms of Service shall govern.

These viaNexus OpenID and OAuth Additional Terms of Service may be updated by viaNexus from time to time upon written notice, which may be provided through the Admin Console or by posting an updated version of these viaNexus OpenID and OAuth Additional Terms of Service to https://viaNexus.com/terms or its successor site(s).

Customerʼs use of OpenID for automatic login to third party sites, products, services, platforms, or applications or OAuth to permit third parties to access information from Customerʼs viaNexus Account is at Customerʼs sole risk. While viaNexus takes measures to protect the privacy and integrity of Customerʼs user data and has implemented security controls governing external companies, viaNexus cannot guarantee the integrity of any third party to whom Customer has granted access to its Account or permission to handle its user data using OpenID or OAuth. viaNexus also cannot guarantee that Customerʼs data will be protected at all times or that any such third party will not mishandle or misuse Customerʼs data once such third party has been granted access to the viaNexus systems and network on Customerʼs behalf. To better understand how any third party treats Customerʼs personal information, please refer to their respective privacy policy.
To the maximum extent permitted by applicable law, viaNexus assumes no responsibility and shall not be liable for any damages whatsoever in connection with Customerʼs use of OpenID and/or OAuth on any third party sites, products, services, platforms, or applications. viaNexus makes no representations or warranties or covenants and disclaims all representations and warranties and covenants as to any possible acts or omissions of such third parties that accept or support OpenID or OAuth.
Please note that any termination or cancellation of Customerʼs viaNexus Account will also disable Customerʼs OpenID and Customerʼs ability to access any third party relying site with Customerʼs viaNexus Account as well as any further third party access to Customerʼs information using OAuth.
By using Customerʼs viaNexus Account as an OpenID or by permitting third party access to Customerʼs information using OAuth, Customer hereby forever releases and holds harmless viaNexus and its
Representatives from and against any damages, harm, claims, expenses or other liability in connection with Customerʼs use of OpenID or OAuth with third party sites, products, services, platforms, or applications, even if advised of the possibility of such liability.
To the maximum extent permitted by applicable law, Customer hereby releases and waives all claims (known and unknown) against viaNexus and its Representatives from any and all liability for claims, damages (actual and/or consequential), costs and expenses (including litigation costs and attorneys' fees) of every kind and nature, arising from or in any way related to Customerʼs use of the OpenID and OAuth Services. Customer understands that any fact relating to any matter covered by this release may be found to be other than now believed to be true and Customer accepts and assumes the risk of such possible differences in fact. In addition, Customer expressly waive and relinquish any and all rights and benefits which Customer may have under any other state or federal statute or common law principle of similar effect, to the fullest extent permitted by law. In giving the releases set forth in this Agreement, which include claims which may be unknown to you at present, Customer acknowledges that it has read and understands Section 1542 of the California Civil Code which reads as follows: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."
viaNexus has no affiliation with the third party sites, products, services, platforms, or applications that accept or support OpenID or OAuth. Customerʼs use of such third party sites, products, services, platforms or applications is at its sole risk, and is subject to such third partyʼs terms of service, privacy policy, and other terms and restrictions that may apply.