1.1. The definitions and
rules of interpretation in this clause apply in this agreement.

Affiliate: in relation
to a company, that company, any subsidiary or holding company from time to time
of that company, and any subsidiary from time to time of a holding company of
that company.

Applicable Data
Protection Laws: to the extent any Data Protection Law applies, the law of the
United States which relates to the protection of personal data or the law of
Utah, which relates to the protection of personal data shall control actions
taken on the www.lionsnotsheep.com site.

Authorized Users: those
employees, agents and independent contractors of the Client who are Authorized
by the Client to use the Services in accordance with the terms of this

Business Day: a day
other than a Saturday, Sunday or public holiday in the United States when banks
are open for business.

Brand: the brand under
which the Services are provided to the Client, as is indicated at the top of
the Order Form.

Information: any information that is proprietary or confidential and is either
clearly labelled as such or identified as Confidential Information in clause

Client Data: any data
inputted onto the Software by the Client, Authorized Users, or The Company on
the Client’s behalf for the purpose of using the Services or facilitating the
Client’s use of the Services.

Client Personal Data:
has the meaning given to it in clause 5.1.

Data: any data, content
or information which is provided to the Client through a Data Product.

Data Product: a service
which is expressly marked on the Order Form as a Data Product.

Derived Data: analytics,
models, and/or statistics created by the Client and/or its Authorized Users as
the result of the any aggregation, analysis, manipulation or interpretation of
the Data carried out by an Authorized User.

Effective Date: the date
of this agreement.

Initial Term: the period
between Start Date and End Date as is set out on the Order Form.

Merger Fee: revised
Subscription Fees for the Services based on the increased benefit the Client
may receive from the Services due to the enlarged size and nature of the
Client’s business following a Transfer.

Order Form: the signed
order form to which these Terms and Conditions are attached which describes the
Services which will be provided by The Company.

Renewal Period: any
additional one year period that the agreement is renewed for at the end of the
Initial Term or any subsequent Renewal Period in accordance with clause 14.1.

Services: the
subscription services provided by The Company to the Client under this
agreement as is set out on the Order Form.

Software: any online
software applications provided by The Company as part of the Services.

Subscription Fees: the
subscription fees payable by the Client to The Company for the User
Subscriptions, as is set out on the Order Form.

Term: the term of this
agreement, being the Initial Term and plus any Renewal Periods.

Transfer: where the
Client or an Affiliate of the Client merges with or acquires any interest,
shares or otherwise obtains control of a third party or if any third party
merges with or acquires such an interest in or control over the Client or an
Affiliate of the Client.

User Subscriptions: the
user subscriptions purchased by the Client in accordance with the Order Form which
permit Authorized Users to access and use the Services in accordance with the
terms of this agreement.

1.2. A person includes
an individual, corporate or unincorporated body (whether or not having separate
legal personality) and that person’s legal and personal representatives,
successors or permitted assigns.

1.3. A reference to a
company shall include any company, corporation, limited liability partnership
or other body corporate, wherever and however incorporated or established.

1.4. A reference to writing
or written includes e-mail.

1.5. The Company shall
refer to Lions Not Sheep, LLC, and any subsidiaries.


2.1. Subject to the
Client paying the Subscription Fees in accordance with clause 10.1 and the
Client’s strict compliance with the terms and conditions of this agreement, The
Company hereby grants to the Client a non-exclusive, non-transferable, limited
right to permit the Authorized Users to use the Services during the Term in
accordance with the terms of this agreement.

2.2. The Client shall
ensure that: a. the maximum number of Authorized Users that it authorises to
access and use the Services shall not exceed the number of User Subscriptions
it has purchased from time to time; b. it will not allow or suffer any User
Subscription to be used by more than one individual Authorized User unless it
has been reassigned in its entirety to another individual Authorized User, in
which case the Client shall ensure that the previous Authorized User shall
cease all use of the Services; c. it shall maintain a written, up to date list
of current Authorized Users and provide such list to The Company within five
(5) Business Days of The Company’s written request.

2.3. Except as may be
required by any applicable law or permitted by any other clause of this
agreement, the Client shall not and shall ensure that the Authorized Users
shall not: a. attempt to copy, modify, duplicate, create derivative works from,
frame, mirror, republish, download, display, transmit, or distribute all or any
item from the Services in any form or media or by any means, except that the
Client may quote or cite up to 5% of the total word count of each Article in
reports or presentations which are distributed or shared internally at the
Client or to customers or clients of the Client who are either accredited
investors or fund management professionals, provided that The Company and the
relevant Brand are acknowledged as the copyright owner of the Article from
which such quote or citation is derived; b. attempt to reverse compile,
disassemble, reverse engineer or otherwise reduce to human-perceivable form all
or any part of the items included in this Subscription; c. access all or any
part of the Services in order to build a product or service which competes
with, is similar to or analogous to with the Services; d. sell, resell,
license, rent, lease, transfer, assign, distribute, display, disclose,
commercially exploit or otherwise provide, grant access or make the Services
available to any third party; e. download and store any Articles on a
company/cloud network which can be accessed by anyone who is not an Authorized
User; or f. use or create any software or programs to automatically download,
access, scrape, ‘harvest’, parse or otherwise process Articles or Data.

2.4. The Client shall
use all reasonable endeavours to prevent any unAuthorized access to, or use of,
the Services and in the event that the Client discovers any such unAuthorized
access or use the Client shall notify The Company immediately.

2.5. Any breach by the
Client of this clause 2 shall be deemed to be a material breach of this


3.1. The Company shall,
during the Term, provide the Services to the Client on and subject to the terms
of this agreement.

3.2. The Company shall
use commercially reasonable endeavors to make the Services available 24 hours a
day, seven days a week, except for: a. any period of planned maintenance, the
details of which will be notified to the Client in advance; and b. the duration
of any unscheduled maintenance which is the result of an unexpected outage or
error in the Services, in the event of which The Company shall complete such
maintenance as soon as is reasonably practicable and possible to do so.

3.3 Items sent in the
Services shall be mailed in the order the Fee for the Services is received
according to standard ALL IN SHOPmailing policies.


4.1. Each of The Company
and the Client shall take reasonable precautions in connection with the
processing of personal data in the performance of each party’s obligations
under this agreement.

4.2. Each party shall
comply with their respective obligations under Applicable Data Protection Laws
arising in connection with this agreement.

4.3. The Client consents
to, (and shall procure all required consents, from the Authorized Users, its
personnel, representatives and agents, in respect of) all actions taken by The
Company in connection with the processing of personal data provided to The
Company by or on behalf of the Client and/or the Authorized Users, provided
that such processing is in compliance with the then-current version of The
Company’s privacy policy. Without prejudice to clause 4.2, in the event of any
inconsistency or conflict between the terms of The Company’s privacy policy and
this agreement, the privacy policy will take precedence.

4.4. If the Client is
established in a location outside of the United States, the parties shall enter
into the DPA for Partners in respect of the transfers of personal data by The
Company to the Client within the relevant Third Country.

4.5. The Client shall
indemnify The Company on demand from any cost, charge, damages, expense or loss
(including all interest, penalties and legal costs and all other professional
costs and expenses) which The Company suffers as a result of the Client’s
breach of (i) this clause 5; or (ii) any Applicable Data Protection Laws.


5.1. This clause 5 shall
apply to any Services which are indicated on the Order Form as being a Data

5.2. Subscriptions to
Data Products shall be delivered exclusively online.

5.3. Each Authorized
User of a Data Product is permitted to access, print, reproduce, display,
download or store the Data to the extent reasonably necessary, which may
include aggregation, analysis and interpretation of the Data.

5.4. Any Derived Data
may be used and disclosed in reports and presentations of the Client provided
that: a. The Company and the relevant Brand are acknowledged as the source of
the original data upon which the Derived Data is based, and such reports and
presentations are only distributed or shared internally or to customers or
clients of the Client who are either accredited investors or fund management
professionals; b. the Derived Data is only disclosed for the purpose of supporting
the analysis or findings of such reports or presentations and the Client shall
only disclose the Derived Data to the minimum extent required to achieve that
purpose; c. the disclosure or dissemination of the Derived Data is not in
itself the primary purpose of such reports or presentations; and d. any
disclosure of the Derived Data does not occur on a systematic basis or as part
of an automated process.

5.5. Authorized Users
may input the Data onto the Client’s internal or proprietary industry specific
data processing applications provided that by doing so the Data does not become
available in unmodified form or readily extractible by any persons other than
Authorized Users.

5.6. Authorized Users
shall not disclose, disseminate, distribute or make available to anyone who is
not an Authorized User any unmodified Data or Data which has been modified but
remains identifiable or readily extractible to any other person in any way
other than except as is permitted by clause 6.4 above.


6.1. The Client
acknowledges that the Services may enable or assist it to access the website
content of, correspond with, and purchase products and services from, third
parties and that where the Client or an Authorized User does so, they do so
solely at their own risk. The Company makes no representation or commitment and
shall have no liability or obligation whatsoever in relation to the content or
use of, or correspondence with, any such third-party website, or any
transactions completed, with any such third party. The Company does not endorse
or approve any third-party website nor the content of any of the third-party
website made available via the Services.


7.1. The Company shall
perform the Services with reasonable skill and care.

7.2. The Company owes no
obligations to the Client to the extent that: (i) the Client’s use of the
Services is in breach of any law, the terms this agreement or contrary to The
Company’s instructions, or (ii) where the Client or any third party modifies or
alters the Services or any Article in any way except as is expressly approved
by The Company in writing.

7.3. If the Services are
not delivered in conformance with clause 7.1 then The Company shall use its
reasonable commercial endeavours to promptly correct any such non-conformance.
Such correction constitutes the Client’s sole and exclusive remedy for any
breach of clause 8.1. Notwithstanding the foregoing: a. All Services, Data and
Articles are provided on an ‘as is’ basis. b. The Company does not warrant that
the Client’s use of the Services will be uninterrupted or error-free nor that
the Services and/or the information obtained by the Client through the Services
will meet the Client’s requirements or expectations, whether or not such requirements
or expectations were made known to The Company on or prior to the Effective
Date; c. The Company is not responsible for any delays, delivery failures, or
any other loss or damage resulting from the transfer of data over
communications networks; and d. the Client acknowledges that all Articles are
essentially journalistic in their nature and may, in part, be based upon the
personal opinions of the writer.

7.4. The Company
warrants that it has and will maintain all necessary licences, consents, and
permissions necessary for the performance of its obligations under this

7.5. The Company
warrants that the average contents of the Black Box subscription will exceed
the monthly subscription fee in combines MSRP and that contents of the box are
fair recompense for the Fee, though contents may vary from box to box and
Subscriber to Subscriber.

7.6. The Company may, at
its discretion, offer additional perks, vouchers, or rewards with Subscription
Packages, up to vouchers redeemable for cash or large discounts. The occasional
inclusion of these items is a promotion and thank you to the Customer’s of The
Company and can be distributed at the discretion of Lions Not Sheep, LLC and
will not cause the average subscription to fall in suggested retail value below
the price paid.

7.7. in the event that
any additional perks, vouchers, or rewards are advertised by The Company it is
warranted that they shall be included at least as frequently as advertised in
mailed subscriptions, though there are no guarantees that any specific
subscription will receive more than the standard variations on Services items.


8.1. The Client shall:
a. promptly provide The Company with: i. all necessary co-operation in relation
to this agreement; ii. all necessary access to such information and systems of
the Client as may be reasonably required by The Company for the purpose of
delivering or providing the Services, including but not limited to Client Data,
Client Personal Data and any security access information necessary for the
purpose of configuring the Services; b. comply with all applicable laws and
regulations with respect to its activities under this agreement; c. ensure that
the Authorized Users use the Services in accordance with the terms of this agreement
and shall be responsible for any Authorized User’s breach of this agreement and
any act or omission of an Authorized User which relates to the Services; d. be
solely responsible for procuring and maintaining such network connections and
telecommunications links as may be necessary to access the Services; and


9.1. The Client shall
pay the Subscription Fees to The Company for the User Subscriptions within
thirty (30) days following the date of the invoice.

9.2. If The Company has
not received payment in accordance with the payment terms attached to the
invoice and by the due date indicated then, without prejudice to any other
rights and remedies of The Company: a. The Company may, without liability to
the Client, suspend all or part of the Services until such time that any
amounts owing to The Company are paid; and b. interest shall accrue on a daily
basis on such due amounts at an annual rate equal to 3% over the then current
base lending rate of Barclays Bank Plc from time to time, commencing from and
including the due date and continuing until fully paid, whether before or after

9.3. All amounts and
fees stated or referred to in this agreement: a. shall be payable in pounds
sterling unless otherwise stated on the Order Form or agreed in writing by The
Company; b. are non-cancellable and non-refundable; and c. are exclusive of
value added tax, which shall be added to The Company’s invoices at the
appropriate rate.

9.4. The Company shall
upon giving 30 days’ prior notice to the Client be entitled to increase (i) the
Subscription Fees; and (ii) the fees payable in respect of any additional User
Subscriptions which the Client is obliged to purchase pursuant to clause 3.2 or
has chosen to purchase at the start of each Renewal Period and the Order Form
shall be deemed to have been amended accordingly.

9.5. In the event that
the Client or any Affiliate of the Client that has a right to access the
Services is a party to a Transfer: a. this agreement shall remain in full force
and effect; b. The Company may offer the Client a Merger Fee; and c. unless and
until the Client pays the Merger Fee, the Client agrees that no person who was
(or, after the Transfer, is) an employee, contractor or other personnel of the
relevant third party prior to the Transfer shall access, use or benefit in any
way from the Services or shall otherwise be deemed to be Authorized User(s)
under this agreement.


10.1. The Client
acknowledges and agrees that The Company and/or its licensors shall at all
times retain full ownership of all intellectual property rights in the
Articles, the Data and the Services. Except as expressly stated herein, this
agreement does not grant the Client any rights or licences to or in any
copyright, database right, patents, trade secrets, trade names or trademarks or
other intellectual property rights (whether registered or unregistered) that
The Company owns, controls or has licensed from a third party.


11.1. Each party may be
given access to Confidential Information relating to the other party in order
to perform its obligations under this agreement. A party’s Confidential
Information shall not be deemed to include information that: a. is or becomes
publicly known other than through any act or omission of the receiving party;
b. was in the other party’s lawful possession before the disclosure; c. is
lawfully disclosed to the receiving party by a third party without restriction
on disclosure; d. is independently developed by the receiving party, which
independent development can be shown by written evidence; or e. is required to
be disclosed by law, by any court of competent jurisdiction or by any
regulatory or administrative body.

11.2. Each party shall
hold the other’s Confidential Information in confidence and, unless required by
law, not make the other’s Confidential Information available to any third party
or use the other’s Confidential Information for any purpose other than the
implementation of this agreement.

11.3. Each party shall
take all reasonable steps to ensure that the other’s Confidential Information
to which it has access is not disclosed or distributed by its employees or
agents in violation of the terms of this agreement.

11.4. Neither party
shall be responsible for any loss, destruction, alteration or disclosure of
Confidential Information caused by any third party.

11.5. This clause 11
shall survive termination of this agreement, however arising.


12.1. This clause 12
sets out the entire financial liability of The Company (including any liability
of The Company for the acts or omissions of its employees, agents and
sub-contractors) to the Client: a. arising under or in connection with this
agreement; b. in respect of any use made by the Client of the Services or any
part of them; and c. in respect of any representation, statement or tortious
act or omission (including negligence) arising under or in connection with this

12.2. Except as
expressly and specifically provided in this agreement: a. the Client assumes
sole responsibility for results obtained from the use of the Services, and for
conclusions drawn from such use, including but not limited to any trading,
investment or commercial decisions; b. The Company shall have no liability for
any damage caused by errors or omissions in any information, instructions,
advice, opinion, recommendation, guidance, forecast, judgment, publication,
conclusion or any course of action (or inaction) of the Client or any client of
Client or for any scripts provided to the Client The Company in connection with
the Services, or any actions taken by the Client, made or taken in reliance of,
or based on, any of the Services (including in any Data or Derived Data) at The
Company’s direction or suggestion; c. all warranties, representations,
conditions and all other terms of any kind whatsoever implied by statute or
common law are, to the fullest extent permitted by applicable law, excluded
from this agreement; and d. the Services are provided to the Client on an “as
is” basis in accordance with clause 7.3.a.

12.3. Nothing in this
agreement excludes the liability of either party: a. for death or personal
injury caused by that party’s negligence; or b. for fraud, fraudulent
misrepresentation or wilful misconduct.

12.4. Subject to clause
12.2 and clause 12.3: a. Neither party shall be liable to the other whether in
tort (including for negligence or breach of statutory duty), contract,
misrepresentation, restitution or otherwise for any loss of profits, loss of
business, depletion of goodwill and/or similar losses or loss or corruption of
data or information, or pure economic loss, or for any special, indirect or
consequential loss, costs, damages, charges or expenses however arising under
this agreement; b. Lions Not Sheep, LLC’s total aggregate liability in
contract, tort (including negligence or breach of statutory duty),
misrepresentation, restitution or otherwise, arising in connection with the
performance or contemplated performance of this agreement shall be limited to
the greater of (i) the total Subscription Fees paid for the User Subscriptions
during the 12 months immediately preceding the date on which the claim arose;
and (ii) $500; and c. The Company shall not be liable to the Client in the
event that the Client is in breach of any of its obligations under this
agreement, including but not limited to those set out at clause 8.

12.5. The Company shall
indemnify the Client against any damages, liabilities, costs and losses
incurred as a direct result of any successful claim, action or proceeding
brought by a third party that the Client’s use of the Services constitutes an
infringement of that third party’s intellectual property rights.


13.1. The Services shall
be provided for the Initial Term and, unless otherwise expressly agreed, shall
automatically renew at the end of the Initial Period for a Renewal Period
unless this agreement is terminated in accordance with clause 13.2 of this

13.2. Either party may
terminate this agreement if: (a) that party gives at least 30 days written
notice to the other party, such notice to take effect at the end of the Initial
Term or any subsequent Renewal Period; (b) The Company no longer has the right
to license or distribute a material party of the Services; (c) the other party
commits a breach of any material term or condition of this agreement and does
not cure such breach within 30 days’ written notice to do so; or (d) the other
party’s assets are transferred to an assignee for the benefit of creditors, to
a receiver or to a trustee in bankruptcy, a proceeding is commenced by or
against the other party for relief under bankruptcy or similar laws and such
proceeding is not dismissed within 60 days, or the other party is adjudged bankrupt.

13.3. Any termination
does not relieve either Party of any liability incurred prior to such
termination, or for Client’s payment for unaffected Services. Upon the
termination of this agreement, or any Order Form; all Subscription Fees and any
other sums owed by the Client at the date of termination shall automatically
and immediately become due and payable.

13.4. Upon any
expiration or other termination of an Order Form, all licenses granted under
same immediately will terminate. All terms and conditions of the agreement will
continue to apply to any Order Forms that have not been so terminated.

13.5. Except as is
otherwise expressly stated in this agreement, the Client may not permanently
retain any Data or Articles, including: (a) in any file or on any hard drive,
server or other form of memory; or (b) in any printed form. The Client
represents and warrants that upon any expiration or termination of this
agreement or an Order Form, as applicable, the Client will immediately: (i)
discontinue all use of Services, Articles, Data associated with any expired or
terminated Order Forms; (ii) destroy any items relating to the Services,
(including but not limited to Data, Software, Articles) and purge any Articles,
Data from all electronic media; and (iii) upon request from The Company provide
written certification to The Company that the Client has complied with this
clause 13.5. The Company reserves the right to audit the Client’s databases and
systems to ensure its compliance with this clause 13.5. In the event that The
Company learns that the Client has not complied with the terms of this 13.5
then The Company may invoice the Client for a Renewal Period for each year that
the Client is or has been in breach of this clause 13.5.

13.6. In the event that
the Client terminates this agreement pursuant to clause 13.2 (b), (c) or (d)
then The Company shall refund the Client a pro-rated amount in respect of any
prepaid Subscription Fees.


14.1. Neither party be
in breach of this agreement or shall owe any liability to the other if it is
prevented from or delayed in performing its obligations or from carrying on its
business, by acts, events, omissions or accidents beyond its reasonable
control, including but not limited to strikes, lock-outs or other industrial
disputes (whether involving the workforce of The Company or any other party),
failure of a utility service or transport or telecommunications network,
pandemic, epidemic, public health emergency, act of God, war, riot, civil
commotion, malicious damage, compliance with any law or governmental order,
rule, regulation or direction, accident, breakdown of plant or machinery, fire,
flood, storm or default of suppliers or sub- contractors, provided that the
other is notified of such an event and its expected duration. If the period of
delay or non-performance continues for three months, the party not affected may
terminate this agreement by giving 30 days’ written notice to the affected


15.1. No variation of
this agreement shall be effective unless it is in writing and signed by the
parties (or their Authorized representatives).

15.2. No failure or
delay by a party to exercise any right or remedy provided under this agreement
or by law shall constitute a waiver of that or any other right or remedy, nor
shall it prevent or restrict the further exercise of that or any other right or

15.3. If any provision
(or part of a provision) of this agreement is found by any court or
administrative body of competent jurisdiction to be invalid, unenforceable or
illegal, the other provisions shall remain in force.

15.4. If any invalid,
unenforceable or illegal provision would be valid, enforceable or legal if some
part of it were deleted, the provision shall apply with whatever modification
is necessary to give effect to the commercial intention of the parties.

15.5. This agreement,
and any documents referred to in it, constitute the whole agreement between the
parties and supersede any previous arrangement, understanding or agreement
between them relating to the subject matter they cover.

15.6. Neither party
shall, without the prior written consent of the other, assign, transfer,
charge, or deal in any other manner with all or any of its rights or
obligations under this agreement except that either party may, after having
given prior written notice to the other party, assign or transfer any or all of
its rights and obligations under this agreement to: a. an Affiliate for so long
as the assignee remains an Affiliate; or b. to any person to whom it transfers
the part of its business to which this agreement relates, provided that the
assignee undertakes in writing to the non-assigning party to be bound by the
assignor’s obligations under this agreement.

15.7. Nothing in this
agreement is intended to or shall operate to create a partnership between the
parties or authorise either party to act as agent for the other, and neither
party shall have the authority to act in the name or on behalf of or otherwise
to bind the other in any way.

15.8. This agreement
does not confer any rights on any person or party (other than the parties to
this agreement and, where applicable, their successors and permitted assigns)
pursuant to the Contracts (Rights of Third Parties) Act 1999.

15.9. Any notice
required to be given under this agreement shall be in writing and shall be
delivered by hand or sent by pre-paid first-class post or recorded delivery
post to the other party at its address set out in this agreement, or such other
address as may have been notified by that party for such purposes or sent by
email to the other email address as is set out on the Order Form.

15.10. A notice
delivered by hand shall be deemed to have been received when delivered (or if
delivery is not in business hours, at 9am on the first business day following
delivery). A correctly addressed notice sent by pre-paid first-class post or
recorded delivery post shall be deemed to have been received at the time at
which it would have been delivered in the normal course of post. A notice sent
by email shall be deemed to have been received at the time of transmission.

15.11. In the event that
there is any conflict between the terms of this agreement and any general terms
and conditions set out on a The Company website, the terms of this agreement
shall prevail.

15.12. All amounts due
under this agreement shall be paid in full without any set-off, counterclaim,
deduction or withholding (other than any deduction or withholding of tax which
is required by law).


16.1. This agreement and
any dispute or claim arising out of or in connection with it or its subject
matter or formation (including non-contractual disputes or claims) shall be
governed by and construed in accordance with the law of Utah and each party
irrevocably agrees that the courts of Utah shall have exclusive jurisdiction to
settle such dispute or claim. This agreement has been entered into on the date
stated at the beginning of it.