Last updated: 7 Jan 2026
THESE TERMS AND CONDITIONS TOGETHER WITH THE APPLICABLE ORDERING DOCUMENT (“ORDER”) CONSTITUTE A LEGAL AGREEMENT WHICH CONTAINS THE ENTIRE AGREEMENT BETWEEN THE LICENSEE DETAILED IN THE RELEVANT ORDER (“LICENSEE” OR “YOU”) AND LISTALPHA TECHNOLOGIES LIMITED, A COMPANY REGISTERED IN ENGLAND AND WALES UNDER NUMBER 16345094, HAVING ITS REGISTERED OFFICE AT 10 NORWICH STREET, LONDON, EC4A 1BD DETAILED IN THE RELEVANT ORDER ("LISTALPHA" or "US"), WITH RESPECT TOTHE SUBJECT MATTER DESCRIBED HEREIN (TOGETHER THE “AGREEMENT”). LISTALPHA AND LICENSEE HEREBY AGREE AS FOLLOWS:
1. Licence and scope of agreement. In consideration of the payment of any licence fees or related service fees as detailed in the Order (“Fees”), You are hereby granted a non-exclusive, non-transferable, non-sub-licensable right to use ListAlpha's software and services as specified in the relevant Order (the "Software") and/or ListAlpha's services as specified in the relevant Order (the “Services”) as applicable, by Your authorised employees, agents and contractors (“Users”) solely for business purposes for the Term (as defined in clause 2 below). You hereby authorise ListAlpha to access your computer infrastructure to the extent necessary to set up and configure the Software for You. Certain Services include AI-enabled functionality for operational purposes, and use of such Services shall be deemed acknowledgement that such functionality is used. You will be responsible for Users’ compliance with this Agreement.
2. Term. This Agreement is effective from the effective date detailed in the relevant Order (“Effective Date”) for the period as agreed in writing between the parties in the Order (the "Term"), unless terminated earlier as set forth herein. This Agreement will terminate automatically if You fail to comply with any of the limitations or other requirements described herein. At the end of the Term or upon the request of ListAlpha, whichever is earlier, You will cease to access the Software and/or the Services as applicable, and make no further use whatsoever of the Software and/or the Services, except to the extent that may be permitted under any subsequent agreements between You and ListAlpha. You will promptly return to ListAlpha or at ListAlpha’s request permanently erase or destroy from all of Your devices and systems the Software and any of ListAlpha’s confidential information as detailed in clause 8 herein.
3. ListAlpha’s Rights. You acknowledge that all right, title, and interest in and to the Software and Services, including associated intellectual property rights, are owned by and shall remain with ListAlpha and its licensors. This Agreement does not convey to You any rights or interest in or to the Software or Services, but only a limited right of use revocable in accordance with the terms of this Agreement. All rights not expressly set forth hereunder are reserved by ListAlpha.
4. Restrictions. You will not: (i) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software (except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties), (ii) license, sell, resell, transfer, rent, lease, distribute, exploit or otherwise make the Software or Services available to anyone other than the Users, (ii) use the Software or Services to store or transmit infringing, obscene, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third party privacy rights, (iv) use the Software or the Services to send spam or otherwise duplicative or unsolicited messages in violation of applicable laws, or (v) copy, modify, transmit, distribute, frame or mirror any Software in any form or media or by any means, (vi) use the Software or Services to store or transmit malicious code or in any way that is unlawful or fraudulent, (vii) interfere with, damage or disrupt the integrity or performance of the Software or Services or third party data, (viii) attempt to gain or assist third parties to gain unauthorised access to the Software or Services or their related systems or networks, or (ix) access the Software or Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
5. Payment. ListAlpha shall invoice you the full amount of the Fees on the Effective Date (as detailed in the Order). You agree to pay the Fees within 30 days of receipt of ListAlpha’s invoice to you for the same.
6. Exclusion of Warranties. The Software and Services are provided to You "as is", and any use by You of the Software and Services during the term will be at Your sole risk. ListAlpha makes no warranties relating to the Software or Services and expressly disclaims all warranties, express or implied, including without limitation those of merchantability, or fitness for a particular purpose. The foregoing provisions shall be enforceable to the maximum extent permitted by applicable law.
7. Limitation of Liability. ListAlpha’s cumulative liability to You or any other party for any loss or damages resulting from any claim arising out of or relating to this Agreement, including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise, shall not exceed the Fees paid by You hereunder. In no event shall ListAlpha be liable for any indirect, incidental, consequential, special, or exemplary damages or loss of profits or loss or corruption of data, even if You have advised ListAlpha of the possibility of such damages. The limitations of liability in this clause 7 shall apply to the fullest extent permissible at law but do not limit any liabilities which may not be excluded by law (including death or personal injury caused by negligence, fraud or fraudulent misrepresentation).
8. Confidentiality. Each Party undertakes that it shall not at any time disclose to any person or use any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, or such other information which ought reasonably to be regarded as confidential, except as permitted herein. This clause 8 shall survive termination of this Agreement for as long as information shared under this Agreement is reasonably considered confidential by the disclosing party. Information shall not be deemed to be confidential if such information (i) is, or becomes, publicly known other than through a breach of this Agreement, (ii) is in the possession of the receiving party prior to receipt thereof from the other party, (iii) is independently developed by the other party, or (iv) is lawfully disclosed to the receiving party by a third party who is not subject to a confidentiality agreement or obligation relating to such disclosure. Each party may disclose the other party’s confidential information: (i) to its employees, officers, representatives or advisors who need to know such information for the purpose of exercising that party’s rights or carrying out its obligations under this Agreement (“Permitted Purpose”), provided that each party shall ensure such persons comply with this clause 8 and shall be liable for any failure of such persons to do so; or (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. No party shall use the other party's confidential information for any purpose other than the Permitted Purpose.
9. Personal Data. Both parties agree to comply with their data protection obligations as set out in Schedule 1 (Data Processing Agreement) to this Agreement. This clause 9 in in addition to and does not relieve, remove or replace a party's obligations or rights under the Data Protection Legislation (as defined in Schedule 1).
10. General.
10.1. This Agreement does not create any agency, partnership or joint venture relationship.
10.2. ListAlpha may, but the Licensee may not without ListAlpha’s prior written consent, assign, novate, subcontract or otherwise transfer any of its rights or obligations under this Agreement.
10.3. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
10.4. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together shall constitute a single instrument.
10.5. No variation of this Agreement shall be effective unless it is in writing and signed by the parties.
10.6. No failure or delay by either party in exercising any right or remedy provided under this Agreement or by law shall constitute a waiver, prevent or restrict the future exercise, of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
10.7. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
10.8. No one other than a party to this Agreement shall have any right to enforce any of its terms.
10.9. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.
