This End User License Agreement (EULA) is a binding contract between you and Neotas. By accessing, installing, downloading, or using Neotas’ services, you agree to abide by this EULA. If you’re representing a customer, you affirm that you have the authority to bind them to this agreement. If you disagree with this EULA, please refrain from accessing or using Neotas’ services.

1. DEFINITION

• Application: Application refers to software or Service provided by Neotas that facilitates the use of their due diligence, and associated tools.
• Authorised User: An individual authorised by the Customer to access and use the Services provided by Neotas on behalf of the Customer.
• Confidential Information: Information belonging to either Party, whether in written, oral, electronic, or other form, including but not limited to data related to business plans, customers, prospects, personnel, suppliers, partners, investors, affiliates, training materials, financial information, marketing plans, sales prospects, customer lists, inventions, program devices, discoveries, ideas, concepts, know-how, techniques, formulas, blueprints, software, documentation, designs, prototypes, methods, processes, procedures, codes, and any technical or trade secrets.
• Customer: The legal entity that has availed Neotas’ Services and is identified in the applicable Order Form
• Provided Data/Data Services: Any information, data, and files transmitted provided in the form of Services by the Neotas or on the Customer’s behalf to Customer and provided by any Neotas’ clients to Customer by the way of reselling, transferring, sharing, etc.
• Documentation: Operating manuals, user instructions, and related materials provided by Neotas to facilitate the use of the Services.
• End User: An End User refers to any individual, Authorised User or entity that utilizes Neotas’ Services, encompassing a broad range of Customers. This includes, but is not limited to, customers who engage directly with Neotas through direct transactions, Customers who access Neotas’ Services via managed Services provided by Neotas, and Customers acquired through channel partners. Additionally, this definition covers any other Customers who are involved with Neotas, whether directly or indirectly, in the utilization of its due diligence Services, market research reports, global risk databases, corporate records, or any other Services offered by Neotas.
• Intellectual Property Rights (IPR): All intellectual or industrial property rights or equivalents, including but not limited to copyright, patents, database rights, trademarks, logos, designs, artwork, know-how, trade secrets, and other protected undisclosed information.
• Order Form: The written or electronic document executed between the Parties, or between the Customer and an authorised reseller of Neotas’ Services, specifying the financial conditions, terms of transaction, nature, number, and other specifics of the license to use the Services.
• Party: Refers to either the Customer or Neotas individually, or both collectively, as the context requires.
• Scope of Use: The authorised scope of usage granted to the Customer as specified in the applicable Order Form.
• Services: The due diligence Services, market research reports, and associated tools provided by Neotas as specified in the Order Form.

2. SCOPE OF AGREEMENT

This EULA governs Neotas’ Services, including due diligence, market research reports, and related Applications. Third-party services are excluded. Any changes must be documented in a custom agreement or approved by Neotas in writing when ordered through an authorised reseller or End User.

3. LICENSE GRANT

• Neotas grants the Customer a personal, non-exclusive, non-transferable, revocable licence to access and use the Services on a Software-as-a-Service (SaaS) basis only for the Customer’s internal business purposes, subject to the terms of this EULA.
• The Services are hosted on Neotas’ infrastructure and accessed via secure web portal or API as specified in the Order Form.
• The Customer shall:
  1. Comply with all usage guidelines and documentation
  2. Not distribute, modify, reverse engineer, decompile, or create derivative works from the Services
  3. Not exceed authorised user limits or share login credentials
  4. Ensure all use complies with applicable laws
• Any unauthorised use constitutes material breach and may result in immediate termination

4. THIRD-PARTY DATA

• Neotas provides no warranties regarding third-party data incorporated into the Services, including but not limited to its accuracy, completeness, timeliness, legality, or suitability for any purpose.
• The Customer uses third-party data at its own risk and must independently verify information where material decisions are based upon Neotas shall not be liable for any losses, damages, or claims arising from the Customer’s use of or reliance on third-party data.

5. MAINTENANCE AND CHARGES

Neotas may modify its Services and functionalities, providing prompt notification of changes to the End User. For cloud-based Services, updates are automatic, while for on-premise installations, the End User is responsible for implementing provided updates correctly and timely. Neotas is not liable for incidents stemming from the use of outdated service versions.

6. SUPPORT SERVICES

Neotas shall provide standard support Services during the Term of this Agreement. The terms of such support Services are outlined in Neotas’ particular Agreements such as End User, channel partner, reseller, etc.

7. DATA OWNERSHIP AND USAGE

• As between Neotas and the Customer:
  1. The Customer owns and retains all rights in its input data (including any personal data it provides to Neotas).
  2. Neotas owns all rights in the Services, outputs, reports, and derived data (including aggregated, anonymised insights).
• The Customer grants Neotas a worldwide, non-exclusive, royalty-free licence to use input data solely to provide the Services, generate outputs, and improve the Services (in aggregated, anonymised form only).
• Upon termination, Neotas will, at the Customer’s election, either return or securely delete input data (subject to legal retention requirements), in accordance with the DPA (if applicable)

8. CUSTOMER RESPONSIBILITIES

The Customer warrants that their Data Services won’t infringe on third-party rights or violate any laws. They’re solely responsible for distributed data accessible through Neotas’ Services, with Neotas absolved from liability. Neotas may utilize Customer setup data for service improvement, ensuring anonymity for personal data. Apart from EULA responsibilities, Customers must fulfil obligations outlined in separate agreements with Neotas, Clients, or Channel Partners, ensuring compliance with all relevant terms and conditions.

9. ACCEPTABLE USE

The Customer shall not, and shall procure that Authorised Users do not:

1. Use the Services for any illegal, unlawful, or unauthorised purpose;
2. Attempt to reverse engineer, decompile, disassemble, or create derivative works from the Services; 
3. Share login credentials or permit unauthorised access to the Services;
4. Exceed the number of authorised users specified in the Order Form;
5. Upload malicious code, viruses, or harmful materials to the Services;
6. Use the Services to transmit spam, phishing, or fraudulent content;
7. Interfere with or disrupt the Services or Neotas’ infrastructure.

10. INTELLECTUAL PROPERTY RIGHTS

Neotas retains sole ownership of all Intellectual Property Rights concerning the Services and Documentation, including any updates or improvements. This EULA does not grant the End User any proprietary rights over the Services or Documentation. End Users agree not to alter or remove any proprietary markings on the Services or Documentation.

11. CONFIDENTIALITY

Both Parties must keep all Confidential Information secret and only disclose it to necessary agents, employees, advisors, or consultants bound by similar confidentiality obligations. Confidential Information can only be used to fulfill obligations under this EULA. Parties must protect Confidential Information, not exploit or disclose it, and notify the other of any breaches. Information is not confidential if it’s public, known before disclosure, lawfully obtained from a third party, or independently created. If legally required to disclose, the receiving Party must notify the disclosing Party (unless prohibited), cooperate to protect the information, and limit the disclosure.

12. TERM AND TERMINATION

This EULA applies for the duration of the Customer’s licensed term as specified in the Order Form, unless terminated earlier. Upon termination or expiration of the Order Form, this EULA and all licenses terminate automatically. Neotas may terminate this EULA immediately, without judicial intervention or liability, if the Customer materially breaches the EULA and fails to remedy within 30 days, becomes insolvent, or breaches Intellectual Property, Privacy, or Confidential Information terms. Upon termination, the Customer’s right to use the Services immediately ceases. The Customer must cease all use and delete all copies of outputs/downloads (providing written confirmation within 5 business days). Personal data shall be handled per the DPA and Privacy Policy. Sections surviving termination include Confidentiality, IPR, Warranties, Liability, Indemnity, and Governing Law.

13. WARRANTIES

The Customer acknowledges that the Services are provided “as is” and “as available,” without any warranties. Neotas disclaims all express, implied, or statutory warranties, including those of merchantability, quality, fitness for a particular purpose, and error-free operation. The Customer is responsible for backing up their systems and data before using the Services. Any additional warranties must be explicitly agreed upon by an authorised Neotas representative in the Order.

14. PRIVACY AND DATA PROTECTION

• Each Party shall comply with applicable data protection laws when processing personal data. Neotas processes personal data in accordance with its Privacy Policy (available at https://www.neotas.com/privacy-policy) and, where Neotas acts as a processor on behalf of the Customer, in accordance with the Data Processing Agreement (DPA) and/or UK International Data Transfer Agreement (IDTA) executed between the parties.
• The Customer warrants that it has a lawful basis for providing any personal data to Neotas and that such data has been collected and processed in compliance with applicable law. The Customer shall indemnify Neotas against any claims arising from the Customer’s breach of data protection obligations.
• Neotas warrants compliance with its Anti-Bribery and Corruption Policy (including Criminal Finances Act 2017 procedures) and shall not process personal data in a manner that facilitates tax evasion or other financial crime.

15. LIMITATION OF LIABILITY

If the Customer purchases Services via an authorised reseller, this clause applies. For direct purchases from Neotas, Neotas’ general terms and conditions govern, prevailing in case of conflicts. Neotas’ maximum liability per transaction is limited to the fees paid by the Customer or, if purchased through a reseller, the standard list price. Neotas is not liable for indirect, punitive, special, or consequential damages, including loss of profit, revenue, data, business, or goodwill. Neotas is also not liable for discontinuing an older release of the Services or for damages from misuse of the Services.

16. INDEMNIFICATION

The Customer shall indemnify, defend, and hold harmless Neotas, its affiliates, officers, directors, employees, and agents from and against any claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from:

1. The Customer’s input data infringing third-party rights (including intellectual property or privacy rights);
2. The Customer’s breach of data protection warranties or applicable law;
3. The Customer’s misuse of the Services or third-party data.

17. ORDER OF PRECEDENCE

In the event of any conflict between documents, the following order of precedence shall apply:

1. Data Processing Agreement (DPA) – data protection matters
2. Master Services Agreement (MSA)
3. Order Form
4. This EULA
5. Reseller/channel partner agreements

18. MISCELLANEOUS

• If any provision is found invalid or unenforceable, the remaining provisions continue in Parties will negotiate a valid replacement.
• Neotas can change the EULA and update its terms and conditions whenever required.
• Non-monetary obligations are excused during events beyond control, like natural disasters or strikes, with efforts to mitigate effects and prompt notice given.
• Neotas can use the Customer’s trademarks and logos for references on its website, social media, and sales presentations.
• Neotas and the Customer are independent contractors with no authority to make contracts on behalf of each other without prior written consent.
• The EULA is governed by English and Welsh laws, with exclusive jurisdiction in the courts of London.