Infare evaluation license agreement

1.1

Subject to the terms of this Agreement, OAG hereby grants the Customer a temporary, limited, non-transferable, revocable and non-exclusive license to access and use the Data Products. The Data Products are for internal use only to assess a potential commercial licence with OAG.

1.2

This licence is granted free of charge for a trial period of twenty-eight (28) days, unless otherwise specified by OAG (up to a maximum of sixty (60) days) (the "Trial Period"). The Trial Period shall commence on the date the Customer receives an email confirming access to the Data Products, regardless of when such email is opened or accessed, and shall automatically expire at the end of the Trial Period, unless terminated earlier in accordance with this Agreement.

1.3

If the Customer accesses the Data Products via OAG's Snowflake Reader Account, it may use the Data Products during the Trial Period for up to ten (10) Processing Credits. A "Processing Credit" refers to the unit of measurement used by Snowflake and tracked by OAG to quantify data consumption, based on factors such as the number and complexity of queries and processing time.

1.4

The Customer shall not: (i) copy, distribute, transmit, disclose, sublicense, sell or otherwise make available the Data Products, nor authorize any third party to do so; (ii) perform any analysis for the purpose of, or that results in, sharing with third parties or publication, regardless of original intent; (iii) use the Data Products to make any trades or investments; (iv) use the Data Products in a production environment.

2.1

Customer warrants that:

2.2

If user credentials for access to the Data Products are assigned, the Customer shall keep access credentials confidential, not share them with third parties, and promptly notify OAG of any unauthorised use.

3.1

As between the parties, OAG (or its licensors) owns all intellectual property rights in and to the Data Products, including the format in which they are supplied to the Customer, and retains all rights not expressly granted under this Agreement. The Customer's use of the Data Products under this Agreement does not, and shall not, diminish, derogate from, or otherwise affect OAG's intellectual property rights, which shall at all times remain vested exclusively in OAG. For the avoidance of doubt, the Customer shall not distribute the Data Products in any manner that purports to confer any rights in the Data Products on any third party.

4.1

OAG represents and warrants that (i) it has all rights necessary to provide the Data Products to Customer hereunder; (ii) the Data Products do not and will not contain any (a) personally identifiable information or (b) material non-public information; and (iii) Customer is not the sole licensee of the Data Products.

4.2

OAG makes no representations or warranties with respect to the Data Products or the Customer's use thereof. The Data Products are provided on an "as is" and "as available" basis. The Customer acknowledges that the underlying data is collected on travel/airline booking sites, and on travel/airline APIS, GDS and similar mechanisms and that OAG does not alter the contents of this data. The Data Products are provided for information purposes only, not to provide any specific offer, recommendation or opinion. OAG specifically disclaim all warranties, express or implied, including without limitation, regarding satisfactory quality or merchantability, completeness or fitness for a particular use or purpose or that the Data Products will be uninterrupted, error free or that any errors will be corrected. Except to the extent required by applicable law, in no event will OAG shall not be liable to the Customer for any indirect, special, incidental, consequential, punitive or exemplary loss, damages, injuries, costs or expenses arising from this Agreement or use of the Data Products, even if OAG has been advised of the possibility of such damages. Nothing herein excludes liability that cannot be excluded by law.

4.3

OAG shall have no responsibility or liability for any delays in or interruptions or failures of its performance under this Agreement due to any cause beyond its reasonable control.

4.4

In no event will the liability of OAG, pursuant to any claim or cause of action under this Agreement, whether in contract, tort or otherwise, exceed one thousand pounds (GBP 1,000).

4.5

Customer shall indemnify and hold harmless OAG from any third-party claims, losses, and expenses (including reasonable legal fees) arising out of or in connection with: (i) Customer's breach of this Agreement; (ii) misuse of the Data Products; or (iii) infringement of any third-party proprietary rights by any product or service of the Customer in which the data of Data Products is incorporated, in each case to the extent resulting from the Customer's (or its authorised users') use of the Data Products. This indemnity shall not apply to the extent such claims arise from INFARE's gross negligence, wilful misconduct or breach of this Agreement.

5.1

For purposes of this Agreement, "Confidential Information" means all confidential or proprietary information disclosed by or on behalf of a party ("Disclosing Party") to the other party ("Receiving Party") pursuant to this Agreement, including but not limited to all technical, financial, commercial, operation data, trade secret, algorithms and statistical data of the Disclosing Party, the existence of, or any of the substance or terms of, discussions or communications with the Disclosing Party. Confidential Information may be disclosed orally, in writing or visually, and it shall include: (i) information which is marked or identified by the Disclosing Party as confidential and/or proprietary at the time of disclosure and/or (ii) information which the Receiving Party knew or under the circumstances should have known was considered confidential and/or proprietary by the Disclosing Party. As between the parties, the data of Data Products is the Confidential Information of OAG.

5.2

Either party may only use the Confidential Information for the purposes of this Agreement, and may provide its employees, directors, and professional advisers with access to the Confidential Information on a strict "need to know" basis only.

5.3

This Section 5 shall not operate to prevent either party exercising its rights under this Agreement, and shall not apply to any information which enters the public domain other than as a result of a breach of this Agreement by the other party.

5.4

Either party may disclose Confidential Information where required to do so by law or by any court or competent regulatory authority or any trading venue to which the party is required to report. This Section 5 shall remain in full force and effect for a period of twelve months following the termination of this Agreement.

6.1

OAG reserves the right to modify, suspend or terminate the right to access and use the Data Products at any time without prior notice and without liability to the Customer or any third party.

6.2

Upon termination or expiration of this Agreement, the Customer shall either (i) enter into a separate OAG licence agreement for commercial (non-test) use of the Data Products (and/or other OAG products and/or services) on terms and conditions mutually agreeable to both Parties; or (ii) immediately cease use and destroy all Data Products data and configurations, and certify such destruction upon request, except where retention is required by law. OAG may, at its discretion, remove or discard the Data Products upon termination or expiration of this Agreement.

7.1

No Waiver. No delay or failure of any party to exercise any right provided herein shall in any way affect its right to enforce that right or any other right under this Agreement at a later time. No waiver shall be effective unless in writing signed by the waiving party.

7.2

Governing Law. The laws of England and Wales shall govern any dispute arising from this Agreement. Jurisdiction for any lawsuit under this Agreement lies solely in the courts of England and Wales.

7.3

Assignment. The rights granted under this Agreement may not be assigned without the prior written consent of OAG, which consent will not be unreasonably withheld or delayed.

7.4

Severability. If any provision of this Agreement is found to be unenforceable, invalid or void, that provision will be deemed severable, and will not affect the validity or enforceability of the remaining provisions of this Agreement.

7.5

Feedback. Customer may, at its discretion, provide feedback which shall be assigned to OAG, which OAG may use without restriction for any purpose.

7.6

Survival. The provisions of clauses 1.4, 3, 4, 5, 6.2, and 7.5 shall survive termination of this Agreement.

7.7

Data Usage. OAG shall be entitled to use any data derived from the provision or use of the Data Products in aggregated and/or anonymised form for analysis and the development, improvement, and enhancement of OAG's products and services.

7.8

Personal Data. OAG collects, uses, and processes the personal data of Customer to perform and process the Agreement. This information is used in accordance with legal stipulations and only for the defined purposes. OAG Privacy Policy can be found online at https://www.oag.com/privacy-notice