011325thomson-reuters-general-terms-and-conditions-us-version

                                                                                                      Thomson Reuters General Terms and Conditions
                                                                                                                                             Version 5.0 (US)
                                                                                                                        Last Modified: November 15, 2023
       These General Terms and Conditions (“Terms”) govern your access and use of Thomson Reuters Services, as such term is defined below.
       “We”, “our” and “Thomson Reuters” means the Thomson Reuters entity or entities providing Services (and thus the entity or entities with all
       rights and obligations with respect to those Services) under the applicable Ordering Document. “You” and “your” means the client, customer
       or subscriber agreeing to or accepting these terms.
       1.    DEFINITIONS
       a. “Affiliate” means in the case of us, Thomson Reuters Corporation and any entity that, from time to time, is directly or indirectly
       controlled by Thomson Reuters Corporation. In the case of you, Affiliate means any entity that, from time to time, is directly or indirectly
       controlling, controlled by, or under common control of you. “Control” means the power to direct or cause the direction of the management or
       policies of such entity, whether through the ownership of voting securities, by contract, or otherwise.
       b. “Agreement” means each Ordering Document, any applicable incorporated documents, and these Terms.
       c. “Confidential Information” means information in any form, whether oral or written, of a business, financial or technical nature which the
       recipient reasonably should know is confidential and which is disclosed by a party in the course of the Agreement.
       d. “Documentation” means manuals, handbooks, guides and other user instructions, documentation and materials available through the
       product or provided by us regarding the capabilities, operation, and use of our Services.
       e. “Ordering Document” means an order form, order confirmation, statement of work, invoice, e-commerce confirmation or similar
       agreement issued by such Thomson Reuters entity or entities that lists or describes the Services to be supplied by us.
       f. “Professional Services” means the implementation, customization, training, consulting or other professional services we provide, as may
       be described in the applicable Ordering Document.
       g. “Property” means our property, which includes but is not limited to our products, Services, information, Documentation, data
       (whether tangible or intangible) and Usage Information.
       h. “Services” means the cloud computing services, software-as-a- service, online research services, Professional Services, as well as
       any products, including installed software, supplied by Thomson Reuters under the Agreement that are detailed in the applicable Ordering
       Document.
       i. “Usage Information” means any information, data, or other content (including statistical compilations and performance information)
       related to or derived from your access to and use of our Property.
       j. “Your Data” means, other than Usage Information, information, data, and other content, in any form or medium, that is submitted, posted,
       or otherwise transmitted by you or on your behalf through the Services.
       2.    IP OWNERSHIP; LICENSES & DELIVERY
       a. Reservation of Rights. Together with our licensors, we reserve all rights not expressly granted under the Agreement. Except for the limited
       rights and licenses expressly granted herein, nothing in the Agreement grants, by implication, waiver, estoppel, or otherwise, to you or any
       third party any intellectual property rights or other right, title, or interest in or to our Property. You acknowledge that, as between the parties, all
       intellectual property rights in our Property are owned by us, our Affiliates, or third-party providers. You will not remove or conceal any
       property rights notices in the Services and will include such notices on any copy you are permitted to make.
       b. Services License. Except with respect to any installed software, which is licensed under Section 2(d) below, or Professional Services,
       subject to the terms and conditions of the Agreement, we hereby grant you a non-exclusive, non- sublicensable, non-transferable right to access,
       view, and use our Services solely for your own internal business purposes.
       c. Documentation License. Subject to the terms and conditions contained in the Agreement, where Documentation is available, we hereby
       grant you a non-exclusive, non- sublicensable, non-transferable license to use such Documentation solely for your internal business purposes
       and in connection with your use of our Services.
       d. Installed Software License. Subject to the terms and conditions of the Agreement, to the extent you purchase a license or subscription to
       any of our installed software, we grant you a non-exclusive, non- sublicensable, non-transferable right to install and use such installed software
       only for your own internal business purposes. You may make necessary copies of such installed software solely for backup and archival
       purposes. Any such copy of such installed software: (i) remains our exclusive Property; (ii) is subject to the terms and conditions of the
       Agreement; and (iii) must include all copyright or other proprietary rights notices contained in the original. You may only use such installed
       software in object code format.
       e. Limited License to Your Data. You hereby grant us a non- exclusive license and right to use, copy, store, host, display, transmit and
       process Your Data solely as necessary for Thomson Reuters, our employees and contractors to provide our Services under the Agreement and
       in accordance with applicable law. Your Data may be used as an input for certain Artificial Intelligence (“AI”)-based functionality within our
       Services (“Input”) resulting in an output generated by the AI service (“Output”). You grant Thomson Reuters a license to use, modify, and adapt
       the Input as necessary for Thomson Reuters to perform, and improve our Services. Thomson Reuters retains all rights to any of our Property
       embedded in, or included with any Output, including any derivatives, or modifications thereto. You represent and warrant that you have all
       necessary rights and appropriate consents related to Your Data to allow Thomson Reuters to perform the Services and enforce its rights. We
       may delete or disable Your Data if required under applicable law, in which case we will use our reasonable efforts to provide notice to you.
       We acknowledge that, as between the parties, all intellectual property rights in Your Data are owned by you or your licensors.




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       f. Delivery. We will deliver our Services and any Documentation electronically, on tangible media, or by other means, in our sole
       discretion. When you download or access our Services or Documentation, you are accepting it for use in accordance with the Agreement.
       g. Ordering Document. Your Ordering Document identifies the Services, quantities, charges and other details of your order. The applicable
       Ordering Document may also refer to and incorporate documents which may apply to the Services you selected. Each Ordering Document, any
       applicable incorporated documents and these Terms constitute the complete agreement and supersede any prior or contemporaneous
       discussions, agreements, representations or warranties regarding your order. If you are permitted to provide an Affiliate with access to any part
       of the Services, you will ensure that such Affiliate complies with all provisions of the Agreement applicable to you.
       h. Use of Name. Other than as necessarily required for (i) the provision of the Services, (ii) internal account management purposes, or (iii)
       compliance with applicable law or regulation, neither party may use the other party’s name, trademarks or any derivatives of them, without the
       other’s prior written consent.
       3.    OUR SERVICES
       a. Changes to Service. Our Services may change from time to time, but we will not change their fundamental nature unless otherwise expressly
       permitted herein. Certain Services include updates (bug fixes, patches, maintenance releases). We reserve the right to charge for upgrades
       (releases or versions that include new features or additional functionality) or any application programming interfaces (“APIs”) for applicable
       Services. Any additional charges for selected upgrades or APIs will be set forth in a separate Ordering Document. We may subject certain
       features or functionality to metering or other usage restrictions to maintain responsive performance.
       b. Passwords. Your access to certain Services is password protected. You are responsible for ensuring that passwords are kept confidential.
       Sharing passwords is strictly prohibited. Each user must immediately change their username/password combinations that have been acquired
       by or disclosed to an unauthorized third party. Each of us shall maintain industry standard computing environments to ensure that both your
       and our property is secure and inaccessible to unauthorized persons.
       c. Unauthorized Technology. Unless prior written authorization is given by Thomson Reuters, you must not (i) run or install any computer
       software or hardware on our Services or network; (ii) mine, scrape, index, or automatically download our data; or (iii) automatically connect
       (whether through APIs or otherwise) our data to other data, software, services or networks. Neither of us will knowingly introduce any malicious
       software or technologies into any products, services or networks.
       d. Third Party Providers. Our Services may include data and software from third parties. Some third-party providers require Thomson
       Reuters to pass additional terms through to you. The third-party providers change their terms occasionally and new third-party providers
       are added from time to time. To see the current third party additional terms for our Services please click on the following
       URL:www.thomsonreuters.com/thirdpartyterms. You agree to comply with all the applicable third party terms therein.
       e. Third Party Supplemental Software. You may be required to license third-party software to operate some of our Services. Additional
       terms may apply to such third-party software.
        f. Use Restrictions. You shall not use our Property or permit a third party to use our Property for any purposes beyond the scope of
       the access granted in the Agreement. Unless otherwise expressly permitted in the Agreement, you may not and you may not permit a third party
       to: (i) sell, license, sublicense, distribute, publish, display, store, copy, modify, merge, decompile, decode or disassemble, reverse engineer,
       remove any proprietary notices, translate or transfer our Property in whole or in part, or as a component of any other product, service or material;
       (ii) use or provide our Property on a white-labeled/re- branded basis, or otherwise, for the benefit of any third party (other than to the extent
       third parties are expressly permitted to receive our Property under the Agreement) (iii) use our Property or our third-party providers’ property
       to train any artificial intelligence (“AI”) or machine learning algorithms or software or create any derivative works, compilations or collective
       works or in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right
       of any person, or that violates any applicable law; or (iv) allow any third parties to access, use or benefit from our Property in any way.
       Notwithstanding the foregoing, you may (a) download and print limited extracts of content from our Services solely for your own internal
       business purposes and (b) on an infrequent, irregular and ad hoc basis, distribute limited extracts of content from our Services; provided that,
       in either case, (1) such extracts do not reach such quantity as to have commercial value and you do not use such extracts as a substitute for any
       Services and (2) Thomson Reuters and any third- party content provider, if applicable, is cited and credited as the source. Exercising legal rights
       that cannot be limited by agreement is not precluded. Only if you are in the business of providing audit, tax, or accounting services, or legal
       advice to your clients, this Section 3(f) does not preclude you from using our Services to benefit your clients in the ordinary course of your
       business in accordance with the Agreement. Except as expressly set forth in the Agreement we retain all rights and you are granted no rights in
       or to our Property.
       g. Security. Each of us will use and will require any subcontractors to use industry standard organizational, administrative, physical and
       technical safeguards to protect the other’s data. The parties agree that the specific technical and organizational measures located here
       http://tr.com/trdsa (“Data Security Addendum”) apply and are hereby incorporated into the Agreement by reference. Additionally, you will
       notify us if you become aware of any unauthorized third-party access to our data or systems and will use reasonable efforts to remedy identified
       security threats and vulnerabilities to your systems.
       h. Compliance. Each of us shall at all times comply with applicable law, including export controls and economic sanctions that apply to us in
       connection with the Agreement. You will not obtain, retain, use, or provide access to the Services to an Affiliate or any third party in a manner
       that may breach any applicable export control or economic sanctions laws and regulations for any jurisdiction, including the United States of
       America, the United Kingdom and the European Union and its Member States. You warrant that neither you, nor any Affiliate to which you
       provide access to the Services, is or is affiliated with a specially designated or sanctioned entity under any of those laws and that, in any
       transaction relating to us, you will not involve sanctioned parties, including without limitation through the use of bank accounts at banks that
       are sanctioned parties.
       i. Your Responsibilities. You are responsible for (i) proper use of our Property in accordance with all Documentation, usage instructions and
       operating specifications; (ii) adherence to the minimum recommended technical requirements; (iii) changes you make to our Services or data;
       (iv) your combination of our Property with any other products, services, data or other property;(v) implementing and maintaining proper and
       adequate virus or malware protection and proper and adequate backup and recovery systems; and (vi) installing updates.


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       4.    CHARGES
       a. Payment and Taxes. You must pay our charges that are not the subject of a good faith dispute within 30 days of the date of invoice in the
       currency stated on the applicable Ordering Document without set-off, counterclaim or deduction. We reserve the right to charge a late fee of $25
       for each invoice not paid by the due date. A Thomson Reuters Affiliate may act as a billing and collection agent for the Thomson Reuters entity
       listed on the applicable Ordering Document. For online purchases, you authorize us to charge you for charges stated in the applicable Ordering
       Document via credit card, debit card, or Automated Clearing House (“ACH”) or any other method you have agreed to in advance. If you are a
       non- government subscriber and you fail to pay your invoiced charges, you are responsible for collection costs including legal fees. You must
       also pay applicable taxes and duties, other than taxes on our income, in addition to the price quoted, unless you provide valid proof that you
       are exempt. Invoice disputes must be notified within 15 days of the date of the invoice.
       b. Changes. We may increase, or adjust the basis for calculating, the charges for our Services with effect from the start of each renewal
       term by giving you at least 60 days written notice; any other price changes or adjustments will be as set out in your Ordering Document.
       c. Excess Use. You must pay additional charges if you exceed the scope of use specified in the applicable Ordering Document, based on the
       rates specified on the applicable Ordering Document or our current standard pricing, whichever is greater. We may change the charges if you
       merge with, acquire or are acquired by another entity which results in additional access to our Services or data.
       5.    PRIVACY
       The parties agree that the terms of the Data Processing Addendum (“DPA”) available at: http://tr.com/data-processing-addendum shall apply
       to the extent Thomson Reuters Processes Customer Personal Data (as those terms are defined in the DPA), in which case the DPA is hereby
       incorporated into the Agreement by this reference. For clarity, where each of us Process any Personal Data as separate and independent
       Controllers (as those terms are defined in the DPA), each party will comply with, and be independently liable under, all applicable laws that
       apply to it.
       6.    CONFIDENTIALITY
       Each party agrees to (i) protect any Confidential Information received from the other party using the same standard of care it uses to protect its
       own Confidential Information (which shall be no less than a reasonable degree of care) and (ii) not disclose any part of it to any third party
       except to its Affiliates, contractors, financial advisors, accountants and attorneys who are subject to legal privilege or confidentiality duties or
       obligations to the recipient that are no less restrictive than the terms and conditions of the Agreement. If a court or government agency orders
       either of us to disclose the Confidential Information of the other, the other will be promptly notified so that an appropriate protective order or
       other remedy can be obtained unless the court or government agency prohibits prior notification. These obligations of confidentiality do not
       apply to information which: (a) is or becomes generally available to the public (through no act or omission of the receiving party); (b) becomes
       known to the receiving party on a non- confidential basis through a third party who is not subject to an obligation of confidentiality with respect
       to that information; (c) was lawfully in the possession of the receiving party prior to such disclosure as established by documentary evidence;
       or (d) is independently developed by the receiving party, as established by documentary evidence, without reference to or use of, in whole or
       in part, any of the disclosing party's Confidential Information. This section shall survive three (3) years after the termination of the Agreement
       or until the Confidential Information is no longer deemed confidential under applicable law, whichever occurs first. In the event of any breach of
       the confidentiality provisions of this Section 6, the non-breaching party may be irreparably and immediately harmed and might not be made
       whole by monetary damages. The non-breaching party may be entitled to seek equitable relief by way of injunction, specific performance or
       similar remedy in addition to any other remedies that may be available to it from a court of competent jurisdiction to prevent or restrain breaches
       of this Section.
       7.    WARRANTIES AND DISCLAIMERS
       a. LIMITED WARRANTY. EXCEPT WITH RESPECT TO INSTALLED SOFTWARE OR PROFESSIONAL SERVICES, WE
       WARRANT THAT PROPERLY LICENSED SERVICES WILL MATERIALLY CONFORM TO ANY DOCUMENTATION THAT
       ACCOMPANIES THE SERVICES. THIS LIMITED WARRANTY APPLIES FOR THE DURATION OF THE TERM. YOUR
       ONLY REMEDY IN THE EVENT WE BREACH THIS LIMITED WARRANTY SHALL BE THE REPAIR OR REPLACEMENT
       OF THE SERVICES AT NO CHARGE. THIS LIMITED WARRANTY DOES NOT COVER PROBLEMS CAUSED BY YOUR
       FAILURE TO ADHERE TO INSTRUCTIONS, MODIFICATIONS OR CUSTOMIZATIONS TO OUR PRODUCTS OR SERVICES
       MADE BY YOU OR CAUSED BY EVENTS BEYOND OUR REASONABLE CONTROL.
       b. INSTALLED SOFTWARE. WE WARRANT THAT OUR INSTALLED SOFTWARE WILL MATERIALLY CONFORM TO
       OUR DOCUMENTATION FOR 90 DAYS AFTER DELIVERY. IF DURING THIS WARRANTY PERIOD WE ARE UNABLE TO
       CORRECT, WITHIN A REASONABLE TIME PERIOD AND MANNER, AN INSTALLED SOFTWARE ERROR YOU REPORT
       TO US, YOU MAY TERMINATE THE APPLICABLE ORDERING D O C U M E N T FOR THE AFFECTED INSTALLED
       SOFTWARE BY PROMPT WRITTEN NOTICE TO US FOLLOWING THE REASONABLE TIME PERIOD AND THE
       LICENSES WILL IMMEDIATELY TERMINATE. YOUR ONLY REMEDY AND OUR ENTIRE LIABILITY FOR BREACH OF
       THIS WARRANTY WILL BE A REFUND OF THE APPLICABLE CHARGES.
       c. PROFESSIONAL SERVICES. WE WARRANT THAT WE WILL PROVIDE ANY PROFESSIONAL SERVICES USING
       REASONABLE SKILL AND CARE.
       d. DISCLAIMER OF WARRANTIES. THE FOREGOING WARRANTIES DO NOT APPLY, AND WE STRICTLY DISCLAIM
       ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY DATA OR THIRD- PARTY SOFTWARE, OR FOR ANY
       MODIFICATIONS OR CUSTOMIZATIONS YOU MAKE TO OUR PRODUCTS OR SERVICES. EXCEPT FOR THE LIMITED
       WARRANTIES PROVIDED IN SECTIONS 7(A), (B), and (C) HEREIN, OUR SERVICES ARE PROVIDED “AS IS”, AND ALL
       WARRANTIES, CONDITIONS AND OTHER TERMS IMPLIED BY STATUTE OR COMMON LAW INCLUDING, WITHOUT
       LIMITATION, WARRANTIES OR OTHER TERMS AS TO SUITABILITY, MERCHANTABILITY, SATISFACTORY QUALITY
       AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY


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       APPLICABLE LAW. IN ENTERING THE AGREEMENT, NEITHER PARTY HAS RELIED UPON ANY STATEMENT,
       REPRESENTATION, WARRANTY OR AGREEMENT OF THE OTHER PARTY EXCEPT FOR THOSE EXPRESSLY
       CONTAINED IN THE AGREEMENT. UNLESS OTHERWISE EXPRESSLY STATED IN THE AGREEMENT, AND TO THE
       FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DO NOT WARRANT OR REPRESENT OR INCLUDE
       ANY OTHER TERM THAT THE SERVICES WILL BE DELIVERED FREE OF ANY INACCURACIES, INTERRUPTIONS,
       DELAYS, OMISSIONS OR ERRORS, OR THAT ANY OF THESE WILL BE CORRECTED, AND WE WILL NOT BE LIABLE
       FOR ANY DAMAGES RESULTING FROM SUCH FAULTS. WE DO NOT WARRANT THE LIFE OF ANY URL OR THIRD-
       PARTY WEB SERVICE.
       e. NO ADVICE. WE ARE NOT PROVIDING FINANCIAL, TAX AND ACCOUNTING, LEGAL, COMPLIANCE OR ANY OTHER
       PROFESSIONAL ADVICE BY ALLOWING YOU TO ACCESS AND USE OUR SERVICES, DOCUMENTATION OR DATA.
       SOME INFORMATION MAY CONTAIN THE OPINIONS OF THIRD PARTIES, AND THOMSON REUTERS IS NOT
       RESPONSIBLE FOR THESE OPINIONS. YOUR DECISIONS MADE IN RELIANCE ON THE SERVICES, DOCUMENTATION
       OR YOUR INTERPRETATIONS OF OUR DATA ARE YOUR OWN FOR WHICH YOU HAVE FULL RESPONSIBILITY. WE
       ARE NOT RESPONSIBLE FOR ANY DAMAGES RESULTING FROM ANY DECISIONS BY YOU OR ANYONE ACCESSING
       THE SERVICES THROUGH YOU MADE IN RELIANCE ON THE SERVICES, INCLUDING FINANCIAL, TAX AND
       ACCOUNTING, LEGAL, COMPLIANCE, OR ANY OTHER PROFESSIONAL ADVICE. YOU AGREE THAT YOU USE THE
       SERVICES AT YOUR OWN RISK IN THESE RESPECTS. YOU ARE SOLELY RESPONSIBLE FOR THE PREPARATION,
       CONTENT, ACCURACY AND REVIEW OF ANY DOCUMENTS, DATA, OR OUTPUT PREPARED OR RESULTING FROM
       THE USE OF ANY SERVICES AND FOR ANY DECISIONS MADE OR ACTIONS TAKEN BASED ON THE DATA CONTAINED
       IN OR GENERATED BY THE SERVICES.
       8.    LIABILITY
       a. LIMITATION. EACH PARTY’S OR ANY OF ITS THIRD PARTY PROVIDERS’ ENTIRE LIABILITY IN ANY CALENDAR
       YEAR FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, INCLUDING FOR NEGLIGENCE,
       WILL NOT EXCEED THE AMOUNT PAYABLE IN THE PRIOR 12 MONTHS FOR THE SERVICE THAT IS THE SUBJECT OF
       THE CLAIM FOR DAMAGES (OR, IF THE CLAIM IS MADE WITHIN THE FIRST 12 MONTHS, 12 TIMES THE AVERAGE
       OF THE MONTHLY CHARGES PAID).
       b. EXCLUSIONS. IN NO EVENT SHALL WE OR OUR THIRD-PARTY PROVIDERS BE LIABLE FOR ANY PENALTIES,
       INTEREST, TAXES OR OTHER AMOUNTS IMPOSED BY ANY GOVERNMENTAL OR REGULATORY AUTHORITY.
       NEITHER PARTY IS LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL
       DAMAGES, FOR LOSS OF DATA, OR LOSS OF PROFITS (IN EITHER CASE, WHETHER DIRECT OR INDIRECT) EVEN IF
       SUCH DAMAGES OR LOSSES COULD HAVE BEEN FORESEEN OR PREVENTED.
       c. Unlimited Liability. Section 8(a) does not limit either party’s liability for (i) fraud, fraudulent misrepresentation, willful misconduct, or
       conduct that demonstrates reckless disregard for the rights of others; (ii) negligence causing death or personal injury; (iii) its infringement of
       the other party’s intellectual property rights or violation of the use restrictions in Section 3(f); (iv) our indemnification obligations in Section
       8(d); (v) your indemnification obligations in Section 8(e); or (vi) your obligation to pay the charges on the applicable Ordering Document and
       all amounts for use of the Services that exceed the usage permissions and restrictions granted to you. Nothing in the Agreement limits liability
       that cannot be limited under law.
       d. Third Party Intellectual Property. If a third party sues you claiming that our Services, excluding any portions of the same provided by
       our third-party providers, infringes their intellectual property rights, and your use of such Services has been in accordance with the terms of
       the Agreement, we will defend you against the claim and pay damages that a court finally awards against you or that are included in a settlement
       approved by Thomson Reuters, provided the claim does not result from: (i) a combination of all or part of our Services with technology,
       products, services or data not supplied by Thomson Reuters; (ii) modification of all or part of our Services other than by Thomson Reuters or
       our subcontractors; (iii) use of a version of our Services after we have notified you of a requirement to use a subsequent version; or (iv) your
       breach of the Agreement. Our obligation in this Section 8(d) is conditioned on you (1) promptly notifying Thomson Reuters in writing of the
       claim; (2) supplying information we reasonably request; and (3) allowing Thomson Reuters to control the defense and settlement. We may
       remedy any alleged or anticipated infringement of a third-party intellectual property right by (a) procuring the right for you to continuing using
       the Service in accordance with this Agreement; (b) replacing the affected Property with replacements that do not alter the fundamental nature
       of the relevant Service; or (c) taking any of the actions in 9(b).
       e. Your Obligations. You are responsible for any loss, damage or cost we and our Affiliates incur arising out of or in connection with a third-
       party claim, or a regulatory fine or penalty, connected to: (i) an allegation that our or our Affiliates’ use of the information, data, software, or
       other materials provided to us by you or on your behalf, which we are required to host, use or modify in the provision of our Services infringes
       the intellectual property rights of a third party (except to the extent of any indemnity we provide you under Section 8(d) (Third Party Intellectual
       Property); (ii) your or your subcontractors’ use of our Property in breach of the Agreement or in violation of applicable law;(iii) our or our
       Affiliates’ compliance with any instruction given by you to us in the course of the provision of our Services; or (iv) an assertion by any person
       accessing or receiving the benefit of any part of our Services through you.
       f. Customer Assistance. We will not be responsible if our Service fails to perform because of your third-party software, your hardware
       malfunction, or your actions or inaction. If we learn that our Service failed because of one of these, we also reserve the right to charge you for our
       work in investigating the failure. At your request we will assist you in resolving the failure at a fee to be agreed upon by us.
       9.    TERM, TERMINATION
       a. Term. The term and any renewal terms for the Services are described in the applicable Ordering Document. If not otherwise stated in the
       applicable Ordering Document, the Agreement will automatically renew annually unless either of us gives the other at least 30 days written
       notice before the end of the then current term.




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       b. Suspension and Termination. We may on notice terminate, suspend or limit your use of any portion or all of our Services, or modify the
       terms on which it is provided, if (i) requested to do so by a third-party provider, court or regulator; (ii) you become or are reasonably likely to
       become insolvent; (iii) there has been or it is reasonably likely that there will be: (1) a breach of security; a breach of your obligations under
       the Agreement or another agreement between us; (2) a breach of our agreement with a third-party provider; (3) a violation of third party rights
       or (4) applicable law. Our notice will specify the cause of the termination, suspension or limitation and, if the cause of the termination,
       suspension or limitation is reasonably capable of being remedied, we will inform you of the actions you must take to reinstate the Service. If
       you do not take the actions or the cause cannot be remedied within 30 days, we may suspend, limit or terminate the Agreement in whole or in
       part. Charges remain payable in full during periods of suspension or limitation arising from your action or inaction. We may, upon reasonable
       notice, terminate all or part of the Agreement in relation to a Service which is being discontinued.
       c. Material Breach. Either of us may terminate the Agreement immediately upon written notice if the other commits a material breach and
       fails to cure the material breach within 30 days of written notice. Any misrepresentation by you or failure to fully pay any amount when due
       under the Agreement is a material breach for this purpose. Where (i) we terminate a Service, other than for a termination for your breach
       pursuant to this Section 9(c) or a termination for your insolvency pursuant to Section 9(b), or (ii) you terminate a Service for our breach pursuant
       to this Section 9(c), you will be entitled to a pro rata refund of any recurring charges paid in advance for the terminated Service that has not
       been rendered.
       d. Effect of Termination. Except to the extent we have agreed otherwise, upon expiration or termination of the Agreement, all licenses and
       rights granted herein shall end immediately and you must uninstall or destroy all of our Property. Additionally, upon expiration or termination,
       at your request, we will, at our discretion, either return or destroy your Confidential Information, except as may be required for archival or
       compliance purposes. Termination of the Agreement will not (i) relieve you of your obligation to pay Thomson Reuters or its agent any amounts
       you owe up to and including the date of termination; (ii) affect other accrued rights and obligations; or (iii) terminate those parts of the
       Agreement that by their nature should continue or those that expressly state shall survive termination.
       e. Amendments. We may modify these Terms at any time by providing notice to you by posting the updated Terms at http://tr.com/us-general-
       terms-and-conditions providing notice to you through your TR account (i.e., My Account), sending you a renewal notice communication, or
       using other similar means. Modified terms become effective 30 days after such notice. By using the Services after the effective date, you agree
       to be bound by the most recent version of the Terms. You are responsible for reviewing and becoming familiar with any such modifications.
       f. Force Majeure. We are not liable for any damages or failure to perform our obligations under the Agreement because of circumstances
       beyond our reasonable control. If those circumstances cause material deficiencies in the Services and continue for more than 30 days, either of
       us may terminate any affected Service on written notice to the other.
       10. THIRD PARTY RIGHTS
       Our third-party providers benefit from our rights and remedies under the Agreement. Except for our third-party providers, no other third parties
       have any rights or remedies under the Agreement.
       11. GENERAL
       a. Assignment. Unless otherwise provided in this Section, neither party may assign or transfer (by operation of law or otherwise) any right or
       obligation under the Agreement to anyone else without the other party’s prior written consent, which may not be unreasonably withheld or
       delayed. We may delegate or transfer any obligation set forth in the Agreement, assign the Agreement, or assign any rights or remedies granted
       in the Agreement in whole or in part (i) to an Affiliate; (ii) in connection with our or our Affiliate’s sale of a division, product or service; or(iii)
       in connection with a reorganization, merger, acquisition, divestiture or similar business transaction. We may subcontract any of the Services in
       our sole discretion. Any assignment, delegation or other transfer in contravention of this Section 11(a) is void.
       b. Feedback. You may voluntarily provide any comments, suggestions, ideas or recommendations (collectively, “Feedback”) to Thomson
       Reuters, and if so, you grant Thomson Reuters a perpetual, irrevocable, transferable, non-exclusive right, without charge, to use any Feedback
       you provide related to any of our Property in any manner and for any purpose.
       c. Agreement Compliance. We or our professional representatives may review your compliance with the Agreement throughout the term of
       the Agreement. If the review reveals that you have exceeded the authorized use permitted by the Agreement, you will pay all unpaid or
       underpaid charges.
       d. Governing Law. Unless otherwise stated in the applicable Ordering Document, the Agreement will be governed by the laws of the State
       of New York and each of us hereby irrevocably submits to the exclusive jurisdiction of the federal and state courts of the State of New York
       located in New York County to settle all disputes or claims arising out of or in connection with the Agreement.
       e. Precedence. If there is any conflict among any elements of the Agreement, the descending order of precedence is: third party license terms
       contained in Section 3(e) of these Terms; the applicable Ordering Document; and the remaining provisions of the Agreement.
       f. Trials. All trials or testing of our Services are subject to these Terms unless we notify you otherwise. Access to our Services for trials may only
       be used for your evaluation purposes. Unless we agree otherwise in writing, any data you enter into the Services, and any customizations made
       to the Services by or for you, during any free trial may be permanently destroyed at the end of the trial.
       g. Support Provided. To assist in resolving technical problems with the Services, Thomson Reuters, or its agents on behalf of Thomson
       Reuters, may provide telephone and/or online access to its helpdesk or may provide self-help tools. Additional information related to the support
       provided by Thomson Reuters may be described on http://thomsonreuters.com/support-and-training or as otherwise provided by Thomson
       Reuters. You may request us to assist with any of the following: (a) issues caused by you or third party information or materials; (b) any
       Services, or any versions of Services, that we has advised you are unsupported; (c) issues caused by your failure to follow our instructions or
       specifications; (d) Services not located in or conforming to the operating environment specified in the Agreement; (e) issues caused by
       accidents, modifications, support, relocation or misuse of the Service not attributable to us; or (f) your networking or operating environment.
       Additional Charges in respect of such assistance may apply.
       h. No Waiver. If either party delays or fails to exercise any right or remedy under the Agreement, it will not have waived that right or remedy.


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       i. Severability. If any part of the Agreement that is not fundamental is illegal or unenforceable, it will be deemed modified to the minimum
       extent necessary to make it legal and enforceable. If such modification is not possible, the part will be deemed deleted. Any such modification
       or deletion will not affect the validity and enforceability of the remainder of the Agreement.
       j. Consent to Electronic Communications. You hereby consent to receiving electronic communications from us. These electronic
       communications may include notices about applicable fees and charges, transactional information, and other information concerning or related
       to the Services.
       k. Notices. All notices under the Agreement must be in writing and sent by email (except for notices of breach of the Agreement which may
       not be sent by email) or mail, courier, fax or delivered in person at the address set out on the relevant Ordering Document between the parties
       (or such other more recent address notified to the other). However, we may give technical or operational notices or notices of third-party
       provider terms via publication on the URL in Section 3(e) or within the Services themselves.
       l. Entire Agreement and Non-Reliance. The Agreement contains the entire understanding between us regarding its subject matter and
       supersedes all prior agreements, understandings, negotiations, proposals and other representations, verbal or written, in each case relating to
       such subject matter, including without limitation any terms and conditions appearing on a purchase order or other form(s) used by you. Each
       of us acknowledges that in entering into the Agreement neither of us have relied on any representations made by the other that are not expressed
       in the Agreement.




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