Effective Date: 28 May 2026
- TRIAL SUBSCRIPTION AND USE OF PL INFORMATION
a) Trial License. Subject to the terms of this Agreement, PL grants to Subscriber a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the Trial Period to permit Authorized Users to access and use internally, solely for Subscriber’s own internal evaluation and testing, the data and proprietary products that PL makes available to Subscriber in writing in connection with the Trial Period, together with any related updates, reports, and materials provided by PL (collectively, the “PL Information”). Subscriber shall not use the PL Information for any production, commercial, trading, or revenue generating purpose or to provide any product or service to any third party. All rights not expressly granted are reserved to PL.
b) Authorized Users. “Authorized User” means an employee, officer, or director of Subscriber, or a consultant, contractor, or service provider of Subscriber acting under Subscriber’s control in the ordinary course of business, provided such person is not engaged in providing competitive services to PL. Authorized Users do not include Subscriber’s affiliates unless expressly identified in writing to PL. Subscriber is fully responsible for compliance of all Authorized Users. Only Authorized Users specified on the Order Form are authorized to access PL Information during the Trial Period. Access to PL Information by unauthorized users is a material breach of this Agreement.
c) Trial Scope and Restrictions. Subscriber shall not, and shall not permit any person to: (i) use the PL Information for any purpose other than internal evaluation and testing during the Trial Period, including without limitation any production, commercial, trading, or revenue generating use, or to provide any report, analysis, product, or service to any client, affiliate, or other third party; (ii) copy, reproduce, modify, adapt, translate, or create derivative works from any PL Information; (iii) sell, sublicense, assign, distribute, publish, disclose, or otherwise make any PL Information available to any third party; (iv) decompile, disassemble, reverse engineer, or attempt to extract the source of any databases, methodologies, or software components made available by PL; (v) remove, obscure, or alter any copyright, trademark, proprietary, or confidentiality notices on or in any PL Information; (vi) use the PL Information in any way that violates applicable law or regulation; (vii) input, upload, transmit, or otherwise use any PL Information, in whole or in part, in connection with any artificial intelligence, machine learning, deep learning, neural network, or large language model system, whether internal or external, including for training, fine tuning, testing, evaluation, prompt inputs, or any other use; (viii) use any robot, spider, scraper, crawler, data mining tool, automated script, robotic process automation, optical character recognition, or other automated or manual process to access, acquire, monitor, copy, or harvest PL Information or any PL systems, except through interfaces and application programming interfaces expressly made available by PL for Subscriber’s use under this Agreement; or (ix) circumvent, disable, or interfere with any access controls, usage limits, or security measures that apply to the PL Information. Any use of PL Information beyond the scope set out in this Section 1 is a material breach of this Agreement.
d) Usage Monitoring. Subscriber acknowledges that PL may monitor and log access to and use of the PL Information and any related interfaces or client areas, including user identifiers, IP addresses, timestamps, and usage patterns, for security, compliance, and service management purposes. Subscriber shall not interfere with or attempt to disable such monitoring.
- TERM, TRIAL PERIOD, AND TERMINATION
a) Trial Period. The “Trial Period” shall commence on the Effective Date and shall continue until (a) the formalized communication with PL or such time as agreed with a member of the PL sales team or (b) termination of this Agreement in accordance with this Section 2.
b) Purpose of Trial. The Trial Period is provided solely so that Subscriber can evaluate PL Information and determine whether to enter into a separate, full data subscription agreement with PL. Subscriber will not use PL Information for live production, trading, or commercial decision making. Any access to or use of PL Information after the Trial Period will require a separate, duly executed data subscription agreement between the Parties.
c) Termination. PL may suspend access to the PL Information or terminate this Agreement at any time, with immediate effect, for any reason or no reason, by written notice to Subscriber. Subscriber may terminate this Agreement for any reason or no reason upon five (5) days’ written notice to PL. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and, where the breach can be remedied, fails to cure such breach within ten (10) days after receiving written notice of the breach. Breach of Sections 1, 3, or 4 shall be deemed material.
d) Suspension. If PL reasonably suspects any unauthorized use, disclosure, or security issue relating to PL Information, PL may immediately suspend Subscriber’s access to PL Information in whole or in part, without liability.
e) Effect of Termination. Upon expiration or termination of the Trial Period for any reason: (i) all rights and licenses granted to Subscriber under this Agreement shall immediately cease, and Subscriber shall promptly cease all access to and use of the PL Information; (ii) Subscriber shall promptly and permanently delete or destroy all PL Information in its possession or control, in any form and on any medium, including all copies, extracts, summaries, analyses, backups, caches, and any notes, reports, models, or other materials that incorporate or are derived from any PL Information, and shall certify such deletion or destruction in writing upon PL’s request; and (iii) Subscriber shall not retain any PL Information or any materials incorporating PL Information after the Trial Period, except for copies retained solely to the extent required by applicable law or regulation, solely for archival or legal hold purposes, and not for any active use, which copies shall remain subject to the confidentiality and security obligations in this Agreement.
- CONFIDENTIALITY
a) Definition. “Confidential Information” means all non-public information that PL discloses to Subscriber, whether in written, electronic, oral, or other form, including the PL Information, business and marketing plans, financial information, pricing, forecasts, strategies, operations, technical information, methods, processes, know how, software, databases, designs, and information relating to PL’s suppliers, customers, and partners, and any notes, analyses, or other materials prepared by Subscriber that contain or are based on any of the foregoing. Confidential Information does not include information that Subscriber can demonstrate: (i) is or becomes publicly available through no fault of Subscriber, (ii) was rightfully known to Subscriber without restriction prior to disclosure by PL, (iii) is independently developed by Subscriber without use of or reference to PL’s Confidential Information; or (iv) was received by Subscriber from a third party on a non-confidential basis.
b) Use and Protection. Subscriber shall: (i) use Confidential Information solely for the purposes expressly permitted under this Agreement, (ii) disclose Confidential Information only to its Authorized Users who have a legitimate need to know and are bound by written confidentiality obligations at least as protective as those in this Agreement, (iii) not disclose Confidential Information to any other third party without PL’s prior written consent, and (iv) protect Confidential Information from unauthorized use, access, or disclosure using at least the same degree of care it uses for its own confidential information of a similar nature, and in any event no less than a commercially reasonable degree of care. Subscriber shall maintain appropriate administrative, physical, and technical safeguards designed to protect Confidential Information and shall comply with applicable data protection laws in connection with any personal data contained in the Confidential Information.
c) Security Incidents and Compelled Disclosure. Subscriber shall promptly, and in any event within forty-eight (48) hours, notify PL in writing of any actual or suspected unauthorized use, disclosure, or breach of security involving PL’s Confidential Information and shall reasonably cooperate with PL in investigating and remediating any such incident. If Subscriber is required by law or legal process to disclose any Confidential Information, Subscriber shall, to the extent legally permitted, give PL prompt written notice and reasonably cooperate with PL in seeking a protective order or other remedy. If disclosure is ultimately required, Subscriber shall disclose only the portion of Confidential Information that is legally required.
d) Ownership and Return. PL retains all right, title, and interest in and to the PL Information and all other Confidential Information, including all intellectual property rights. No rights are granted to Subscriber except the limited license in Section 1. Upon expiration or termination of this Agreement, or upon PL’s written request, Subscriber shall promptly cease all use of, and return or permanently delete, all Confidential Information, including all copies, extracts, summaries, analyses, backups, caches, and any notes, reports, models, or other materials that incorporate or are derived from any PL Information, and shall certify deletion in writing upon PL’s request. Subscriber may retain copies only to the extent required by law or regulation, solely for archival or legal hold purposes, not for any active use, and subject to ongoing confidentiality and security obligations.
e) Equitable Relief. Subscriber acknowledges that unauthorized disclosure or use of Confidential Information may cause irreparable harm to PL for which monetary damages would be inadequate, and that PL is entitled to seek equitable relief, including injunctions and specific performance, in addition to any other remedies available at law or in equity.
- REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS
a) Mutual & Subscriber Representations. Each Party represents and warrants that: (i) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation, (ii) it has full power and authority to enter into this Agreement, and (iii) this Agreement constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms. Subscriber further represents, warrants, and covenants that it will use the PL Information only as expressly permitted under this Agreement, will not use the PL Information in any manner that violates applicable law or third-party rights, and will not rely on the PL Information as the sole basis for any trading, investment, commercial, or business decision.
b) PL Warranty of Rights. PL represents and warrants that, to its knowledge, it has the right to license the PL Information to Subscriber as set forth in this Agreement.
c) Disclaimers. Subscriber acknowledges and agrees that the PL Information is provided “AS IS” and “AS AVAILABLE”. PL does not warrant that the PL Information is accurate, complete, current, timely, merchantable, fit for a particular purpose, or free from errors or omissions, and PL has no responsibility or liability for any reliance by Subscriber, its Authorized Users, or any third party on the PL Information. PL does not provide investment, trading, financial, or legal advice, and the PL Information does not constitute such advice. Any trading, hedging, investment, or commercial decisions made by Subscriber are at its sole risk. Except for the express warranty in Section 3(b), PL makes no representations or warranties of any kind, whether express, implied, statutory, or otherwise, and PL disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, non-infringement, title, accuracy, completeness, reliability, timeliness, and availability, to the fullest extent permitted by law.
- LIMITATION OF LIABILITY
a) Exclusion of Damages. To the maximum extent permitted by law, PL and its affiliates will not be liable to Subscriber or any third party for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business, data, goodwill, or trading losses, arising out of or in connection with this Agreement or the use of, or reliance on, the PL Information, even if PL has been advised of the possibility of such damages.
b) Cap on Liability. PL’s total, aggregate liability arising out of or relating to this Agreement, whether in contract, tort (including negligence), strict liability, or otherwise, will not exceed the fees, if any, actually paid by Subscriber to PL under this Agreement.
c) Non-Excludable Liability. Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under applicable law.
- INDEMNIFICATION
a) By Subscriber. Subscriber shall indemnify, defend, and hold harmless PL and its affiliates, officers, directors, employees, contractors, and agents from any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (i) Subscriber’s or any Authorized User’s use of PL Information; (ii) Subscriber’s violation of this Agreement; or (iii) Subscriber’s violation of any applicable law or third-party right.
b) By PL. PL shall indemnify Subscriber against third-party claims that Subscriber’s authorized use of PL Information infringes any intellectual property right, provided Subscriber promptly notifies PL and permits PL to control the defense and settlement. PL’s obligations under this Section 5(b) shall be subject to the limitations of liability set forth in Section 4.
- MISCELLANEOUS
a) Governing Law and Jurisdiction. This Agreement and any dispute, claim, or controversy arising out of or relating to this Agreement or its subject matter or formation are governed by the laws of the State of Texas, without giving effect to any conflict of laws rules that would require the application of the laws of another jurisdiction. Each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Harris County, Texas, and waives any objection to venue or inconvenient forum in those courts.
b) Waiver of Jury Trial. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS IT CONTEMPLATES, WHETHER SOUNDING IN CONTRACT, TORT, STATUTE, OR OTHERWISE.
c) Compliance with Laws. Each Party shall comply with all applicable laws in connection with this Agreement, including the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, and applicable export control and sanctions laws. Subscriber shall not use, and shall not permit any person to use, the PL Information for any unlawful purpose or in connection with any unlawful transaction or business.
d) Assignment. Subscriber may not assign, delegate, sublicense, or otherwise transfer this Agreement or any rights or obligations under it, whether voluntarily, involuntarily, by operation of law, or otherwise, including by change of control, without PL’s prior written consent. Any attempted transfer in violation of this Section 6(d) is void. PL may assign this Agreement without Subscriber’s consent to any affiliate or to a successor by merger, reorganization, or sale of all or substantially all of its assets or business.
e) Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous understandings, agreements, or representations, whether written or oral. No amendment or modification is effective unless in writing and signed by duly authorized representatives of both Parties.
f) Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed given when delivered by email, recognized overnight courier, or certified mail (return receipt requested, postage prepaid), in each case to the applicable Party’s address or email set forth below its signature block (or to such other address or email as that Party may designate in writing from time to time).
g) Publicity. Subscriber shall not use PL’s name, logo, trademarks, or any Confidential Information for publicity or marketing purposes without PL’s prior written consent.
h) Relationship of the Parties. The Parties are independent contractors. Nothing herein shall create any partnership, joint venture, agency, fiduciary, or employment relationship, nor authorize either Party to bind the other. Except as expressly stated, no third party shall be deemed a beneficiary of this Agreement.
i) Severability and Waiver. If any provision of this Agreement is held invalid or unenforceable, that provision shall be enforced to the maximum extent permitted, and the remaining provisions shall continue in full force and effect. No waiver of any provision or of any breach of this Agreement is effective unless in writing and signed by the waiving Party, and no waiver of any breach constitutes a waiver of any other or subsequent breach.
j) Survival. Sections 1(c)–(d), 2(b)–(e), 3, 4, 5, 6, 7b)–(j), and any other provisions that by their nature should survive, survive expiration or termination of this Agreement.
k) Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original, and all of which together constitute one instrument. Delivery of an executed counterpart by electronic means, including PDF or electronic signature service, is as effective as delivery of an original.