DANNA Terms and Conditions – Trial Use

[Integrated Data Intelligence, Limited] (“IDI”, or “us”, “our”, “we”) manages the DANNA platform for providing certain information, services and analysis about global private market companies to potential investors, acquirers, partners and the like (the “Platform”). These terms and conditions (“Terms”) are effective by and between IDI and the trial customer identified on the DANNA Trial Use Form (“Customer” or “you”) as of the date of the DANNA Trial Use Form. These Terms and the DANNA Trial Use Form govern Customer’s access and use of the Platform and any proprietary technology of IDI incorporated therein. Please read these Terms carefully.

Customer agrees to IDI’s privacy policy, found at https://www.idi4.ai/privacy/, which is incorporated by reference into these Terms. IDI’s privacy policy details the type of personal data we collect, what we do with it, and the rights you have regarding your personal data.

Platform Use:

Subject to the Terms, IDI shall provide Customer with a free trial version of the Platform on a limited, revocable, non-exclusive and non-transferrable basis solely for internal use and solely for the purpose of evaluating the Platform. IDI may decide to charge Customer for use of the Platform, any part thereof or for any services at any time in its sole discretion, by notice to Customer. IDI may, in its sole discretion and at any time, discontinue providing the Platform or any part thereof to Customer without notice. Customer may not use the Platform for commercial purposes unless Customer is registered as a paid user on the Platform.

Customer shall be responsible for the use of the Platform by any individual to whom it directly or indirectly grants access to the Platform, including, without limitation, any employees, directors, contractors, or personnel.

Use of and access to the Platform is void where prohibited by law. Subject to applicable law, IDI may refuse to open an account for any individual or entity at its sole discretion, and/or limit the number of users a Customer may register. By using the Platform, Customer represents and warrants that (a) any and all registration information Customer submits is truthful and accurate; (b) Customer will maintain the accuracy of such information; (c) Customer’s users either are 18 years of age or older and (d) Customer’s use of the Platform does not violate any applicable law or regulation or any obligation.

Restrictions:

Customer shall not, and shall not permit any third party, to (a) decipher, decompile, disassemble, or reverse-engineer any of the software used to provide the Platform, (b) modify the Platform, (c) sublicense, sell, distribute or provide the Platform to any third party, or (d) bypass or disable any security measure or access control measure of the Platform, (e) use any robot, spider, Platform search or retrieval service, or any other manual or automatic device or process to retrieve, index, data-mine, or in any way reproduce or circumvent the navigational structure or presentation of the Platform, or (f) use the Platform to provide services to any third party, including as part of a service bureau or timeshare arrangement. To the extent any of the restrictions set forth in this Section are not enforceable under applicable law, Customer shall inform IDI in writing in each instance prior to engaging in the activities set forth above.

Filtering technology may prevent use of the Platform in certain jurisdictions. Customer has no claims against IDI with respect to the non-availability of the Platform due to these geographical restrictions.

Registration:

Customer will receive login credentials from IDI enabling it to access an account on the Platform. Customer may only log in and use the Platform using these login credentials. IDI may refuse to provide login credentials to any individual or entity at its sole discretion.

Customer agrees to immediately notify IDI of any unauthorized use of its account. Customer is solely responsible for the security of its computer system and all activity on its account, even if such activities were not committed by Customer. To the fullest extent permissible by law, IDI will not be liable for any losses or damage arising from unauthorized use of the Platform, and Customer agrees to indemnify and hold IDI harmless for any improper or illegal use of the Platform, and any charges and taxes incurred. While IDI reserves the right to investigate suspected violations of these Terms or illegal and inappropriate behavior through the Platform, IDI does not police for, and cannot guarantee that it will learn of or prevent, any inappropriate use of the Platform. Customer agrees not to use or access another user’s account or password.

Intellectual Property:

IDI, and its licensors, as the case may be, own all rights, title, and interest in and to the Platform, including all worldwide intellectual property rights in the Platform, as well as all modifications, enhancements, and updates thereto, and the trademarks, service marks, and logos contained therein. Customer may not copy, further modify, duplicate, distribute, display, perform, sublicense, republish, retransmit, reproduce, create derivative works of, transfer, sell or otherwise use the Platform. Customer will not remove, alter, or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in the Platform. All trademarks are trademarks or registered trademarks of their respective owners. Nothing in these Terms grants Customer any right to use any trademark, service mark, logo, or trade name of IDI or any third party.

Confidentiality:

Customer may have access to certain non-public or proprietary information of the IDI, including any technical or non-technical information related to IDI’s business and current, future and proposed products, services, and (prospective) customers in each case whether or not specifically designated as “confidential” or “proprietary” (“Confidential Information”). Any feedback Customer may provide IDI with regard to the Platform shall be considered the Confidential Information of IDI.

Except as permitted herein, Customer may not use, disseminate, or in any way disclose the Confidential Information except for purposes of providing access to the Platform or in furtherance of the relationship of the parties hereunder. Customer may use the Confidential Information solely for the purposes set out in these Terms. Customer shall treat all Confidential Information with the same degree of care as it accords to its own Confidential Information but in any event with a high degree of care. Customer shall disclose Confidential Information only to those of its employees or representatives who have a need to know the information in order for Customer to perform its obligations under these Terms and who are bound by non-disclosure and non-use obligations no less restrictive than those set out herein. Without derogating from the aforesaid, Customer shall bear full responsibility for any harm caused to IDI by disclosure to its employees or representatives. The obligations set forth in this section shall survive termination of the Terms for any reason.

Customer’s obligations hereunder do not apply to any Confidential Information that Customer can demonstrate by written records (a) was in the public domain at or subsequent to the time the Confidential Information and was received by Customer through no act or omission of Customer; (b) was rightfully in Customer’s possession free of any obligation of confidence at or subsequent to the time the Confidential Information was communicated to Customer by IDI; or (c) was independently developed by Customer without use of, or reference to, any Confidential Information. A disclosure of any Confidential Information by Customer in response to a law, regulation, or governmental or judicial order (“Order”) will not be considered to be a breach of the Terms or a waiver of confidentiality for other purposes; provided, however, that Customer, to the extent permitted by such Order (a) provides prompt prior written notice thereof to IDI of such Order; (b) reasonably cooperates with IDI in opposing such disclosure, (c) only discloses to the extent required by such Order.

Warranties; Disclaimer:

Customer represents and warrants that (a) it is a company duly organized under applicable law, (b) it has the authority to enter into these Terms; and (c) the execution and performance of these Terms do not conflict with any contractual obligations that Customer has to any third party or legal requirement.

Customer further represents and warrants that it shall at all times use the Platform in compliance with applicable law.

Customer’s use of the Platform is at Customer’s sole discretion and risk. The Platform is provided on an “as is” and “as available” basis without warranties of any kind from IDI. IDI EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE PLATFORM, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. IDI DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, (I) REGARDING THE SECURITY, ACCURACY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE PLATFORM; OR (II) THAT THE PLATFORM WILL BE ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED; OR (III) REGARDING THE PERFORMANCE OF OR ACCURACY, QUALITY, CURRENCY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION OR PREDICTIONS PROVIDED BY THE PLATFORM.

Customer acknowledges that the Platform is a tool but that any investment or financial decisions that Customer may make based on information obtained from the Platform is at Customer’s sole risk, and IDI bears no responsibility in respect thereof.

IDI DISCLAIMS ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF OTHER USERS (INCLUDING UNAUTHORIZED USERS), WHETHER SUCH ACTS OR OMISSIONS OCCUR DURING THE USE OF THE PLATFORM OR OTHERWISE.

No advice or information, whether oral or written, obtained by Customer from IDI, shall create any warranty not expressly stated in these Terms. If Customer chooses to rely on such information, Customer does so solely at its own risk. Some states or jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to Customer.

Limitation of Liability

In no event shall IDI or any of its officers, directors, employees or agents be liable to Customer for any damages whatsoever, including, without limitation, indirect, incidental, special, punitive, and/or consequential damages, arising out of or in connection with Customer’s use of the Platform, including but not limited to the quality, accuracy, or utility of the information provided as part of or through the Platform, whether the damages are foreseeable and whether or not IDI has been advised of the possibility of such damages. The foregoing limitation of liability shall apply to the fullest extent permissible by law in the applicable jurisdiction. The entire liability of IDI (or its directors, officers, affiliates, agents or employees) hereunder or in respect of the Platform shall not exceed the total amount Customer has actually paid to IDI in respect of the Platform. If Customer has not made any payments to IDI for the use of the Platform, then IDI shall not have any liability towards Customer.

IDI is not responsible for any problems or technical malfunction of any telephone or cellular phone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email due to technical problems or traffic congestion on the Internet or on the Platform, including any injury or damage to users or to any mobile device or computer related to or resulting from participation or downloading materials in connection with the Platform. UNDER NO CIRCUMSTANCES SHALL IDI BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM USE OF THE PLATFORM, OR FROM THE CONDUCT OF ANY USERS OF THE PLATFORM, WHETHER ONLINE OR OFFLINE.

Indemnification

Customer agrees to indemnify, defend, and hold harmless IDI and its respective employees, directors, officers, subcontractors and agents of each, against any and all claims, damages, or costs or expenses (including court costs and attorneys’ fees) that arise directly or indirectly from: (a) breach of these Terms by Customer, its personnel, or anyone using Customer’s login credentials; (b) any claim, loss or damage experienced from Customer’s use or attempted use of (or inability to use) the Platform; (c) Customer’s violation of any law or regulation; (d) Customer’s infringement of any right of any third party; and (e) any other matter for which Customer is responsible hereunder or under law.

Data Retention

Customer acknowledges and agrees that IDI is not a data retention service. Customer must create backups of its data, and IDI shall have no responsibility or liability in respect of any loss of or damage to any Customer data.

Termination:

IDI may, for any reason, at its sole discretion and without notice, terminate these Terms, Customer’s account, and trial use of the Platform. Upon the termination of these Terms, Customer’s account, and the trial use, Customer shall have no further access to the Platform or any content available thereon, and all Customer personnel shall delete the Platform from any devices on which it has been installed.

If IDI believes, in its sole discretion, that a violation of these Terms or any illegal or inappropriate behavior has occurred, IDI may take any other corrective action it deems appropriate. We reserve the right to investigate suspected violations of these Terms or illegal and inappropriate behavior on the Platform. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or behavior of anyone believed to have violated these Terms or to have engaged in illegal behavior on the Platform. Customer may request termination of its IDI account at any time and for any reason by sending an email to contact@idi4.ai. Any suspension, termination, or cancellation of an account or these Terms shall not affect Customer’s obligations to IDI and its licensors under these Terms (including but not limited to ownership, confidentiality, indemnification, and limitation of liability), which by their sense and context are intended to survive such suspension, termination, or cancellation.

Miscellaneous:

These Terms shall be governed by the laws of England and Wales exclusive of its choice of law rules. Your conduct may also be subject to other local, state, and national laws. Any action to be brought in connection with these Terms or the Application shall be brought exclusively in the courts located in ADGM and you irrevocably consent to their jurisdiction. Any cause of action against IDI must be brought within one (1) year of the date such cause of action arose. In the event that any provision of the Terms is held to be unenforceable, such provision shall be replaced with an enforceable provision which most closely achieves the effect of the original provision, and the remaining terms of these Terms shall remain in full force and effect. Nothing in these Terms creates any agency, employment, joint venture, or partnership relationship between you and IDI or authorizes you to act on behalf of IDI. Except as may be expressly stated in these Terms, these Terms constitute the entire agreement between IDI and you pertaining to the subject matter hereof, and any and all other agreements existing between us relating thereto are hereby canceled. We may assign our rights and obligations hereunder to any third party without prior notice. You shall not assign any of your rights or obligations hereunder, and any assignment in violation of the foregoing shall be void. No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If we are required to provide notice to you hereunder, we may provide such notice to the email account or account of any social networking site that you provided upon registration.

Updated: July 2024