Terms governing the permitted use of AIMM Commercial Intelligence Deliverables.
1. INTRODUCTION
This Commercial Intelligence Licence ("Licence") governs the use of Commercial Intelligence Deliverables supplied by AI Meta Markets ("AIMM", "we", "our" or "us").
By receiving, accessing, reviewing, downloading, storing, transmitting or otherwise using any Commercial Intelligence Deliverable, the recipient agrees to comply with this Licence.
This Licence applies in addition to AIMM's Terms of Business and any applicable contractual documentation.
2. DEFINITIONS
For the purposes of this Licence:
"Commercial Intelligence Deliverable"
means any document, report, dossier, summary, compilation, analysis, research output, source documentation package, Lead Intelligence Document, Commercial Intelligence Dossier or related material supplied by AIMM.
"Recipient"
means the individual, organisation or legal entity to whom AIMM provides the Commercial Intelligence Deliverable.
"Authorised Users"
means employees, officers, directors and internal advisers of the Recipient who require access for legitimate internal business purposes.
3. OWNERSHIP
All Commercial Intelligence Deliverables remain the intellectual property of AIMM unless expressly stated otherwise in writing.
No ownership rights are transferred to any Recipient.
The Recipient receives only the limited rights expressly granted under this Licence.
4. LICENCE GRANT
Subject to compliance with this Licence, AIMM grants the Recipient a limited, non-exclusive, non-transferable and revocable licence to use the Commercial Intelligence Deliverable solely for the Recipient's internal evaluation of the commercial opportunity described within that Deliverable.
No rights are granted except those expressly set out in this Licence.
5. PERMITTED USES
The Recipient may:
review the Commercial Intelligence Deliverable;
store copies for legitimate internal business purposes;
circulate the Commercial Intelligence Deliverable to Authorised Users;
use the information for internal evaluation and due diligence;
discuss the contents with professional advisers acting for the Recipient.
Any use must remain consistent with applicable law and the terms of this Licence.
6. PROHIBITED USES
Except where required by law or expressly authorised by AIMM, the Recipient must not:
sell, assign or transfer the Commercial Intelligence Deliverable;
publish the Commercial Intelligence Deliverable;
reproduce the Commercial Intelligence Deliverable for public distribution;
make the Commercial Intelligence Deliverable available to the general public;
represent AIMM's work as its own;
remove copyright notices or proprietary notices;
alter AIMM branding or attribution;
create derivative commercial intelligence products substantially based upon AIMM's work product for resale or commercial exploitation;
use the Commercial Intelligence Deliverable in a manner that infringes any intellectual property rights.
7. THIRD-PARTY INFORMATION
Commercial Intelligence Deliverables may contain information originating from third parties.
Such information remains subject to the rights of the relevant third parties.
The inclusion of third-party information does not grant ownership of that information to the Recipient.
8. NO EXCLUSIVITY
Unless AIMM expressly agrees otherwise in writing, no Commercial Intelligence Deliverable is supplied on an exclusive basis.
AIMM reserves the right to conduct research relating to similar opportunities, industries or markets for other parties.
9. NO RELIANCE
Commercial Intelligence Deliverables are supplied solely as informational and analytical materials.
The Recipient remains solely responsible for:
independently verifying all information;
conducting legal, commercial, financial, technical and regulatory due diligence;
assessing commercial suitability;
obtaining professional advice where appropriate;
making its own business decisions.
Nothing in a Commercial Intelligence Deliverable constitutes legal, financial, investment, tax or professional advice.
10. NO WARRANTY
Commercial Intelligence Deliverables are supplied on an "AS IS", "AS AVAILABLE" and "WITH ALL FAULTS" basis.
To the fullest extent permitted by applicable law, AIMM does not warrant that:
information is complete;
information is accurate;
information is current;
information will remain available;
information is suitable for any particular purpose;
any procurement opportunity will remain available;
any transaction will occur;
any counterparty will perform.
11. LIMITATION OF LIABILITY
AIMM shall not be liable for any loss, cost, expense, claim, damage or liability arising directly or indirectly from:
use of a Commercial Intelligence Deliverable;
reliance upon information contained within a Commercial Intelligence Deliverable;
inaccuracies or omissions in third-party information;
changes to procurement opportunities;
withdrawal or cancellation of procurement opportunities;
actions or omissions of third parties.
Nothing in this Licence excludes liability that cannot lawfully be excluded.
12. CONFIDENTIALITY
Where AIMM identifies a Commercial Intelligence Deliverable as confidential, the Recipient shall take reasonable steps to prevent unauthorised disclosure.
Confidential information may be disclosed only to Authorised Users and professional advisers who have a legitimate need to know the information for the permitted purposes of this Licence.
13. RESERVATION OF RIGHTS
All rights not expressly granted under this Licence are reserved by AIMM.
Nothing in this Licence limits AIMM's ownership of its methodologies, databases, research processes, analytical techniques, software, trademarks or other intellectual property.
14. SUSPENSION OR TERMINATION
AIMM may terminate or revoke this Licence where:
the Recipient materially breaches this Licence;
continued use would be unlawful;
AIMM reasonably considers termination necessary to protect its legal rights or intellectual property.
Termination shall not affect accrued rights or obligations.
15. CHANGES TO THIS LICENCE
AIMM may update this Licence from time to time.
The version published on AIMM's website supersedes previous website versions from the date of publication.
16. GOVERNING LAW
This Licence and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.
The Recipient agrees that any dispute, claim or matter arising out of or in connection with this Licence, including any question regarding its existence, validity, interpretation, performance, breach or termination, shall be subject to the exclusive jurisdiction of the courts of England and Wales.
The Recipient acknowledges that this Licence applies regardless of the Recipient's location, place of incorporation, residence or jurisdiction of operation.
IMPORTANT NOTICE
This Commercial Intelligence Licence governs the permitted use of AIMM Commercial Intelligence Deliverables.
Nothing in this Licence:
obliges AIMM to provide any Commercial Intelligence Deliverable;
guarantees the availability of any information;
creates any partnership, agency or joint venture relationship;
transfers ownership of AIMM intellectual property;
relieves the Recipient of its responsibility to conduct independent due diligence.
Recipients remain solely responsible for all commercial decisions made in connection with any Commercial Intelligence Deliverable.