• Agreement - this document and any Order Form.
• Charges - the Service Fees together with any Charges specified in the Order Form.
• Information - the Information (whether provided in written or electronic format and in whatever format including images, still and moving, and sound recordings) contained in the Services.
• Information Provider - any third party whose Information is contained in the Services.
• Limited Extracts - a discrete piece of data, which is quantitatively and qualitatively substantially less than an entire item of Information.
• Order Form - our standard order and subscription form listing the Services ordered by you, which we have accepted.
• Permitted Users - individuals authorised by you to access one or more of the Services (a) at the Site whether directly or through redistribution permitted under this Agreement and (b) at a Recipient Locationthrough redistribution as permitted under this Agreement. In each case such individuals must be your employees or those of your Subsidiaries or permitted by you to join your organisation (which we have approved) and bound by the rules of membership of your organisation.
• Recipient Location- any of your offices, other than the Site, or any of the offices of your Subsidiaries, in each case located in the same country as the Site at which the Services may be accessed under this Agreement.
• mi2g - mi2g Limited and its Subsidiaries.
• Service/Services - our mi2g range of products among which: SIPS Intelligence Briefings, bespoke intelligence, news alerts, keynote speeches, intelligence briefings, are covered by this Agreement and which we supply under this Agreement as specified in any Order Form.
• Service Fees- the fees we charge for the supply of the Services as specified in an Order Form.
• Site - your location(s) to which we directly supply the Services as specified in any Order Form.
• Software - any Software or any part of it, output and related documentation, which may be provided as part of the Services. Software includes any upgrades and enhancements.
• Subsidiary - a company in which another company owns directly or indirectly more than 50% of the issued share capital and over which it exercises effective control.

1. SCOPE OF THE Agreement

We will supply the Services to you at the Site and you will pay the Charges and use the Services in accordance with the terms and conditions in this Agreement.

2. Services - GENERAL

2.1 We retain control over the form and content of the Services.
2.2 We will not supply, and you will not use, the Services in breach of any applicable laws, regulations and market conventions.
2.3 mi2g owns all intellectual property or similar rights in the Services and Information or has obtained from third parties the right to supply them to you. You may not acquire such rights through this Agreement.
2.4 You will not remove, conceal or alter any copyright or other proprietary notice incorporated in the Services.
2.5 You acknowledge that Information Providers may have rights in Information, which they supply. You agree to comply with any restrictions or conditions imposed on access to and the use, storage or redistribution of, Information by the relevant Information Provider.
2.6 You will ensure that each Permitted User is aware of and complies with the terms of this Agreement.
2.7 Except as specified in Clause 4, you may not duplicate, sell, license, distribute, publish or otherwise use or permit the use of all or any portion of the Information.

3. USE OF THE Services

3.1 Permitted Users of the Services may: (a) review and retain the Information for their corporate or organisational use but not for their personal use; (b) use Limited Extracts of the Information on an ad hoc basis either by inclusion in reports provided to your customers, or in response to their specific enquiries, provided that such extracts are attributed to mi2g and (c) distribute individual items of Information only on an ad hoc basis to other Permitted Users of the relevant Service for their corporate or organisational use. You acknowledge that any broader or more regular distribution of Information from the Services may only be undertaken in accordance with Clause 4.2 below.
3.2 Permitted Users may regularly distribute items of Information to other Permitted Users of the relevant Service for the purposes specified in Clause 4.1 under the condition that:
a) prior to the commencement of the Services, you will provide us with the number of Permitted Users who will be the recipients of the relevant Services either (i) at the Site directly from the Service or (ii) at the Site or at a Recipient Locationthrough redistribution as permitted under this Agreement;
b) prior to the 3 months renewal period for which the Services are to be continued, provision of the number of Permitted Users is due again.
c) you maintain effective internal control systems and procedures to establish and verify the Information pertaining to the amount of Permitted Users;
d) in the event we learn that there is more than a 5% discrepancy in the amount of Permitted Users as reported, we may terminate this Agreement.
3.3 You will ensure that Permitted Users do not redistribute any item of Information that carries a notice indicating that redistribution of that item of Information is not permitted. You are not permitted to redistribute items of Information unless otherwise indicated in a written notice.

4. STORAGE

4.1 Unless indicated otherwise in written or other notices, you may store Information obtained from any of the Services at the Site or at a Recipient Locationuntil the earlier of (i) 90 days from the date of receipt of such Information and (ii) cancellation or termination of that Service or this Agreement.
4.2 Upon cancellation or termination of the relevant Service or of this Agreement, at our request you will provide written certification that the Information has been deleted.

5. Information

5.1 You will not:
a) sub-licence, assign, copy (except one copy for back-up purposes), modify, merge, distribute, transfer, decompile or reverse engineer the Software and Information except as allowed by us in writing or to the extent any of the above restrictions are not permitted under applicable law;
b) let the Software and Information become subject to any third party claims.
5.2 On termination of all or part of this Agreement, you will either return the Software and Information (and any copies) to us or deal with them as we may request in written notice.
5.3 Certain Information may be subject to European Union and/or United States and other export regulations. You warrant that you are not subject to any restriction on delivery of Information and agree to comply with such regulations.
5.4 We both agree that:
a) Any third party Software and Information are proprietary to their owner and that we are sub-licensing them to you;
b) The provisions in this Clause are also for the of the owners of third party Software and Information;
c) You will observe any special conditions for use of third party Software and Information brought to your attention in writing

6. FEES AND Charges

6.1 Subject to Clause 6.3, you agree to pay the Charges quarterly in advance within 30 days from receipt of the corresponding invoice from us.
6.2 In addition to the Service Fee, you shall pay:
a) any ancillary Charges specified on any Order Form;
b) Charges billed by telecommunication suppliers and/or any other third parties with respect to your receiving the Services; and
c) all applicable taxes and duties (including withholding tax but excluding income taxes imposed on mi2g) payable in respect of the Services so that after payment the amount received by us is not less than the Service Fees.
6.3 We will endeavour to provide notice of any change to ancillary Charges, but you agree that they may change without notice if any third party imposes a change on us.
6.4 We may adjust or change the basis of calculation of the Service Feesfor each Service on not less than 3 months' prior written notice.

7. TERM AND TERMINATION

7.1 The term of the Agreement shall be 12 months commencing from the date it is accepted by you and, thereafter, any Service supplied hereunder may be cancelled by either party on 90 days prior written notice.
7.2 Either party may terminate the Agreement whole or in part by written notice if the other is in breach of any of its material obligations under the Agreement and fails to remedy such breach (if capable of remedy) within 30 days of written request.
7.3 If you materially breach the Agreement, we may immediately suspend the Services in whole or in part without penalty until the breach is remedied.
7.4 Either party may terminate the Agreement immediately on written notice if:
a) the other enters into a composition with its creditors;
b) an order is made for the winding up of the other;
c) an effective resolution is passed for the winding up of either you or us (other than for the purposes of amalgamation or reconstruction on terms approved by the first party, such approval will not to be unreasonably withheld); or
d) the other has a receiver, manager, administrative receiver or administrator appointed in respect of it.
7.5 We may terminate a Service or a part of a Service, as the case may be, immediately on written notice if the provision of all or part of that Service:
a) depends on an Agreement between an mi2g member and a third party, and that Agreement is modified or terminated for any reason or breached by the third party and as a result we are unable to continue to provide all or part of that Service upon terms which we accept; or
b) becomes illegal or contrary to any rule, regulation, guideline or request of any exchange or regulatory authority.
7.6 We may, on prior written notice, cease providing a Service if we withdraw it from the country where the Site is located.
7.7 If we terminate any Service on the basis of Clause 7.5 or 7.6, our only obligation to you will be to refund the part of the Service Fees(if any) paid in advance for the cancelled part of the Service.
7.8 If you:
a) terminate the Agreement for any reason other than those set out in Clauses 7.2 or 7.4; or
b) are in breach of any payment obligation under the Agreement, we will be entitled to recover from you an amount equal to 75% of the relevant Service Feeswhich would have been payable until the end of the then current term.
7.9 The following will continue to apply after termination of this Agreement:
a) all disclaimers, indemnities and restrictions relating to the Services; and
b) the confidentiality undertaking in Clause 10.

8. LIABILITY AND INDEMNIFICATION

8.1 Although we make efforts to ensure the accuracy and reliability of the Services, neither mi2g, nor any Information Provider, nor any other third party supplier will be held liable for any loss or damage in connection with the provision of or failure to provide the Services except as set out in this Clause. mi2g will accept liability only for:
a) death or personal injury caused by our negligence;
b) physical loss or damage to the Site or a Recipient Locationcaused by our negligence; and
c) any other direct loss or damage caused by our gross negligence or wilful misconduct.
8.2 Except as expressly stated in this Agreement, all express or implied conditions, warranties or undertakings, whether oral or in writing, in law or in fact, including warranties as to satisfactory quality and fitness for a particular purpose, are excluded.
8.3 Neither mi2g, nor any Information Provider, nor any other third party supplier will be liable to you or to any third party for any indirect, special or consequential loss or damage arising out of this Agreement or the Services.
8.4 To the extent permitted by law and except for Clause 8.1(a), under no circumstances will our liability under the Agreement exceed the past 12 months Service Fees, regardless of the cause or form of action.
8.5 We will not be responsible for any reduced performance of the Services or loss (including loss of data) or damage, which is due to any system, Software, data or equipment not provided by us.
8.6 We indemnify you against any loss or damage you may suffer arising out of any claim by any third party that the use and/or possession by you of mi2g-owned Materials (and Materials proprietary to a third party owner, to the extent that the third party owner has agreed to indemnify us) infringes a patent, copyright, trademark, trade secret or other intellectual property right of that third party, provided that:
a) we or, if applicable, any third party Materials owner is given immediate and complete control over any such claim and you co- operate with us or such third party owner at either our or such third party owner's expense in the conduct of such claim; and
b) you do not prejudice in any manner our, or such third party owner's, conduct of such claim; and
c) the claim is not based upon the use of the Materials either in a manner for which they were not designed or authorised, or not in accordance with our instructions.

9. SUPPORT

9.1 We shall make efforts to maintain the Services in good operating condition, provided that we will have no obligation for maintenance that is required because of:
a) accident, negligence or misuse not attributable to us;
b) failure of an operating environment or causes arising from anything other than a permitted use of the Services.
c) attempts made to maintain, relocate or modify the Services by persons other than our personnel or our nominees;
d) use of non-current versions of the Services where current versions have been available to you; or
e) the operation of Software or hardware not supplied by us.

10. CONFIDENTIALITY

10.1 Each party acknowledges that Information of a confidential nature relating to the business of the other may be disclosed to other parties. Each party will hold such Information in confidence and not, without the consent of the other, disclose it to any third party nor to use it for any purpose other than in the performance of the Agreement.
10.2 No public communication (other than to the extent required by law or regulation) concerning the Agreement will be made by either party without the prior written consent of the other.
10.3 This obligation of confidentiality will not apply to Information that is generally available to the public through no act or omission of the receiving party, or becomes known to the receiving party through a third party with no obligation of confidentiality, or is required to be disclosed by law, court order or request by any government or regulatory authority.

11. GENERAL

11.1 All notices shall be sent by registered mail or confirmed facsimile to the addresses specified in any Order Form or to such other address as may be provided in accordance with this Clause 11.1. Notice is effective 3 business days after being sent, or upon confirmed date of receipt, if earlier.
11.2 If any part of the Agreement that is not fundamental is found to be illegal or unenforceable, this will not affect the validity and enforceability of the remainder of this Agreement.
11.3 If either party delays or fails to exercise any right or remedy under this Agreement, that party will not have waived that right or remedy.
11.4 Neither party will be held liable for any loss or failure to perform an obligation due to circumstances beyond its reasonable control. Should such circumstances continue for more than 3 months, either party may cancel any affected Service immediately on written notice.
11.5 This Agreement contains our and your entire understanding regarding the Services. In entering into this Agreement, you have not relied on any warranty or representation (except in the case of fraud) made by us other than those mentioned in this Agreement.
11.6 This Agreement may only be varied by an amendment signed by both parties.
11.7 Neither party may assign any right or obligation of the Agreement or any part of it without the prior written consent of the other. This consent may not be unreasonably withheld.
11.8 The Agreement is governed by the laws of England. Both parties submit to the non-exclusive jurisdiction of the English courts.

You acknowledge that you have read this Agreement and any Order Form attached and agree to its contents.

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