Certent Information Services Terms and Conditions

Last updated: July 2020 These Information Services Terms and Conditions govern any Information Services Agreement where they are incorporated by reference that is between, as identified therein, the Customer and either Certent, Inc., a Delaware corporation, with offices at 1548 Eureka Rd, Roseville, CA 95661 (“Certent”) or a subsidiary of Certent (where Certent or such subsidiary is referred to herein as “Service Provider”). All capitalized terms not defined in this document shall have the meanings ascribed to them in the Information Services Agreement.

1. Term and Renewal.

The term of the Agreement shall commence on the Agreement Effective Date and be for a period of 12 months ("Term"). The Term shall be automatically renewed for successive 12 month periods unless otherwise terminated on notice by either party, at least 30 days before the end of the then current Term.

2. Services.

Commencing on the Agreement Effective Date and during the Term, Customer subscribes for and Service Provider agrees to provide Customer with remote access to the information and content ("Information") available from the product modules specified in the Information Services Agreement (collectively, the "Information Services"). The Information is supplied by or made available to Service Provider by third parties and third party publicly available sources ("Third Party Suppliers"). Subject to the restrictions stated below, Service Provider grants to Customer and up to that number set forth in the Information Services Agreement of employees of Customer who use Customer's email domain name(s) and who are named in the Information Services Agreement (or otherwise identified in writing by Customer to Service Provider) ("Named Users") a limited, non-exclusive, non-transferable and non-assignable license, for its and their personal and non-commercial use only, during the Term: (i) to access and search the Information made available through the Information Services, (ii) to download and display such Information; (iii) to highlight or add tags to Information to the extent the Information Services enable highlighting or tagging; (iv) to distribute such highlighted or tagged Information to other Named Users and (v) to use any metadata provided by Third Party Suppliers solely for purposes of accessing and viewing the Information and for no other purpose. Customer acknowledges that the Information is provided for general information purposes only and will not, under any circumstances, be considered legal, financial or professional advice intended to replace the judgment of professional advisors. Customer will ensure each Named User is issued with a unique user identifier and password and ensure that these unique users IDs and passwords are not shared with other Named Users or any unauthorized person. The Third Party Suppliers may, at any time, cease to make all or any part of the Information available to Service Provider. Service Provider does not warrant the continued provision or availability of any of the Information. Information may be changed, removed or updated without notice at any time. Service Provider is not responsible or liable to Customer in respect of any Information sourced from Third Party Suppliers and supplied or made available to Customer under the Agreement.

3. Restrictions.

Customer agrees: (i) to maintain and reproduce (and not alter or delete) all copyright and other proprietary notices contained in or any Information or any technical measures which protect against misuse of the Third Party Supplier’s intellectual property rights or the Information. in connection with its use of the Information; (ii) that neither Customer nor any of its Named Users may copy, reproduce, modify, create derivative works of, retransmit, distribute, disseminate, sell, lease, license, sub-license, lend, publish, broadcast or circulate or otherwise use or provide access to the Information Services or the Information to any persons other than as and to the extent authorized hereunder (and if copying or reproducing is so authorized, at no time may Customer copy or reproduce the Information for any commercial purposes, including any seminar, conference, training or similar commercial event without the prior written permission of the Service Provider), without the express prior written consent of Service Provider, and that Customer shall use its best efforts to stop any such activities immediately after such use becomes known; (iii) to use, and to ensure that its Named Users use, the Information Services and the Information only for lawful purposes and in accordance with the Agreement and all applicable laws, including, the laws of country, state, province or territory from where the Information originated, including, privacy laws pertaining to any personal or other information of individuals that may be contained in the Information; (iv) to maintain in confidence log in and user password information used to access the Information Services; (v) not to provide access to the Information Services to any persons other than Named Users; (vi) not to use the Information in any print, television or radio news media; (vii) not to link the Information to a website, or otherwise distribute or makes available material, which is pornographic, obscene, defamatory, harassing, grossly offensive, malicious in nature, or which infringes, or potentially infringes, any intellectual or other property rights (including copyright, patent, trademark and trade secret rights) of any person; (viii) not to use or alter the Information in any way that adversely affects the accuracy or integrity thereof, that renders it misleading, that infringes any copyrights or proprietary interests, of any Third Party Supplier (or its suppliers) or that would be in breach of or otherwise inconsistent with the moral rights of the authors of the Information; (ix) not to use or disclose any personal information contained in the Information for purposes unrelated to the purposes for which the information is made available to the public under applicable laws, including, without limitation, for secondary marketing purposes, unless Customer has obtained any and all consents as required under applicable privacy laws. By way of illustration and not limitation, the license shall not cover systems or applications that enable any program (including without limitation algorithmic trading programs), data mining, text mining, or trend analysis function, that integrate news with customer relationship management, order management, trading, or portfolio management tools or systems, or mid- or back-office applications, and Customer shall have no right to distribute the Information via email, instant messaging (other than limited portions on an occasional basis in the normal course of business in communications with other employees and/or securities professionals), a customer Intranet, personal digital assistants, wireless application protocol, or short message service or radio system. The Service Provider product and content provided through the Information Services, inclusive of all Information supplied hereunder, is protected by intellectual property and copyright laws and treaties worldwide. Service Provider and its Third Party Suppliers retain sole and exclusive right, title and interest in and to the Service Provider product and content provided through the Information Services and all Information, and reserve and retain all rights not expressly granted to Customer under the Agreement. Customer shall not do or omit to do any act which would or might invalidate or be inconsistent with those rights. Customer will notify Service Provider of any unauthorized, improper or unlawful use of the Information or infringement of the intellectual property rights in the Information that comes to Customer’s notice.

4. Information Services Availability.

Service Provider does not guarantee or warrant continuous or uninterrupted availability of the Information Services. The Information Services may be unavailable or suspended at any time, without notice and without Service Provider liability to Customer, for such periods of time that are required for emergency maintenance purposes or as a result of or due to any circumstance or events beyond Service Provider 's control, including without limitation, due to acts of God, labor disruptions, fires, third party supplier failures or delays, telecommunications and Internet outages or any other causes beyond the control of Service Provider, whether or not similar to those enumerated above (each of the foregoing an "Event of Force Majeure"). If the provision of Information Services is suspended for reasons other than an Event of Force Majeure, the Customer will be entitled, as its sole and exclusive remedy, to a refund of Information Fees (as defined below) previously paid on a prorated basis, during the period Information Services were not available; provided that no refund of Information Fees will apply to any service outage that: (i) does not exceed 4 hours, or (ii) occurs between 12:01 a.m. and 6:00 a.m., local time of Customer, or (iii) otherwise does not exceed 10 hours in the aggregate in any one calendar month. In addition, no refund of Information Fees will apply to service suspensions during regularly scheduled maintenance periods (as communicated by Service Provider from time to time) for which notice has been given to the Customer. Customer is solely responsible for implementing safeguards to protect the security of its computer systems and data when accessing and using the Information Services, including taking precautions against viruses, worms, trojan horses and other items of a disabling or destructive nature.

5. Information Fees and Payment Terms.

Immediately after the Agreement Effective Date, Service Provider will invoice Customer for the annual Information fees set forth in the Information Services Agreement (“Information Fees”) in the currency indicated in the Information Services Agreement (and any applicable taxes) for the first year of the Term. Information Fees are subject to change on an annual basis, by written notice at least 45 days prior to the anniversary of the Agreement Effective Date. If the Term automatically renews in accordance with the Agreement, Service Provider will invoice Customer the then applicable annual Information Fees (and any applicable taxes) 30 days in advance of the anniversary of the Agreement Effective Date. Customer will pay all invoices within thirty (30) days of Customer's receipt of an invoice, in the currency indicated in the Information Services Agreement. Overdue amounts shall be charged interest at the rate of one and one half percent (1.5%) per month.

6. Warranty Disclaimer.

THE INFORMATION SERVICES, THE INFORMATION AND ANY OTHER SERIVICES PROVIDED PURSUANT TO THE AGREEMENT (“OTHER SERVICES”) ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS AND CUSTOMER'S USE OF THE INFORMATION SERVICES, INFORMATION AND SUCH SERVICES IS ENTIRELY AT CUSTOMER'S OWN RISK. EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT AND TO THE FULLEST EXTENT PERMITTED BY LAW, SERVICE PROVIDER, ITS AFFILIATES, THIRD PARTY SUPPLIERS AND EACH OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS AND AGENTS (COLLECTIVELY "SERVICE PROVIDER RELATED PARTIES") DISCLAIM ALL WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. SERVICE PROVIDER AND THE SERVICE PROVIDER RELATED PARTIES MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS ABOUT THE ACCURACY, RELIABILITY, AVAILABILITY, CORRECTNESS, COMPLETENESS, CURRENCY, QUALITY, TIMELINESS, SEQUENCE OR USEFULNESS OF THE INFORMATION OR THE INFORMATION SERVICES.

7. Liability Exclusions and Limitations.

SERVICE PROVIDER RELATED PARTIES WILL NOT BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, RELIANCE OR PUNITIVE DAMAGES OF ANY KIND OR NATURE (INCLUDING WITHOUT LIMITATION, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF GOODWILL, BUSINESS INTERRUPTION OR INABILITY TO USE THE INFORMATION SERVICES, OR FOR ANY RELIANCE ON ANY INFORMATION OBTAINED THROUGH THE INFORMATION SERVICES) IN ANY WAY ARISING OUT OF OR RELATED TO THE INFORMATION, INFORMATION SERVICES, OTHER SERVICES AND THE AGREEMENT, HOWSOEVER CAUSED AND EVEN IF SUCH DAMAGES ARE FORESEEABLE OR IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIRD PARTY SUPPLIERS WILL NOT HAVE ANY LIABILITY TO CUSTOMER FOR ANY OTHER DAMAGES, INCLUDING ANY GENERAL OR DIRECT DAMAGES OF ANY KIND OR NATURE, IN ANY WAY ARISING OUT OF OR RELATED TO THE INFORMATION, INFORMATION SERVICES, OTHER SERVICES AND THE AGREEMENT. EXCEPT FOR ITS OBLIGATIONS FOR THIRD PARTY CLAIMS IN SECTION 8, SERVICE PROVIDER'S TOTAL LIABILITY IN THE AGGREGATE FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN ANY CONNECTION WITH THE INFORMATION, INFORMATION SERVICES, OTHER SERVICES AND THE AGREEMENT WITH RESPECT TO ANY EXPENSE, DAMAGE, LOSS, INJURY, OR LIABILITY OF ANY KIND SHALL NOT EXCEED AN AMOUNT THAT IS EQUIVALENT TO THE INFORMATION FEES PAID BY CUSTOMER FOR THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEEDING THE DATE OF THE CLAIM. The disclaimers and limitations set forth above apply irrespective of the cause of action or theory of liability, including, but not limited to, an action, in contract, negligence, strict liability, tort or otherwise, whether or not the party had any knowledge, actual or constructive, that such damages might be incurred, and shall survive breaches and/or failure of the essential purpose of the Agreement. To the extent that some jurisdictions do not allow exclusions or limitations on some categories of damages, certain of the foregoing exclusions or limitations may not apply to Customer.

8. Third Party Claims.

Customer shall defend and indemnify Service Provider Related Parties (collectively, the "Service Provider lndemnitees") against, and hold the Service Provider Indemnitees harmless from, any and all losses, liabilities, damages, costs, and all related expenses, including reasonable legal fees and disbursements and costs, suffered or incurred by the Service Provider Indemnitees as a result of any third party claim made against any of the Service Provider Indemnitees in any connection with Customer's (i) receipt or use of the Information and Information Services (other than as covered by the following defense, indemnity and hold harmless obligation of Service Provider) or (ii) breach of the Agreement or failure to comply applicable laws, including a failure by Customer to comply with applicable privacy laws or the provisions of this Agreement in connection with its collection, use or disclosure of personal information contained in the Information. Service Provider shall defend and indemnify Customer against, and hold Customer harmless from, any and all losses, liabilities, damages, costs and all related expenses, including reasonable legal fees and disbursements and costs, suffered or incurred by Customer to the extent arise out of a third party claim against Customer that the Information Services or Information infringes the copyright, or other proprietary right of a third party pursuant to applicable law and provided that Customer has used the Information Services and Information in accordance with the Agreement and other documentation provided by Service Provider. THE FOREGOING SENTENCE STATES CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO CLAIMS OF INFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS OF ANY KIND. The foregoing defense, indemnity and hold harmless obligations are subject to the following conditions (i) indemnified party shall promptly notify the indemnifying party in writing of any claim or litigation that is subject to such indemnification obligation; (ii) indemnified party shall grant to indemnifying party sole control of the settlement, compromise, negotiation and defense of any such claim; and (iii) indemnified party gives indemnifying party all information, assistance and authority, at indemnified party’s expense, to enable indemnifying party to so defend or otherwise settle or dispose of such claim or suit on behalf of indemnified party. The party requesting indemnification shall have the right, at its own expense, to participate in the defense of any such claim or litigation through counsel of its own choosing, and shall in any event cooperate reasonably with the indemnifying party in the defense of such claim or litigation.

9. Termination.

The rights and licenses granted under the Agreement are expressly conditioned on Customer's continued compliance with the Agreement and will automatically terminate, with or without notice from Service Provider, if Customer breaches any term of the Agreement, including any failure to pay the Information Fees when due. Upon termination, Customer shall cease all use of the Information and Information Services, shall destroy, all copies of the Information then in its possession and, within ten business days, shall certify in writing to Service Provider that such destruction has been completed. Service Provider reserves the right to terminate the Agreement and the Information Services at any time and for any reason, in which event, Customer will be entitled to a refund of Information Fees on a prorated basis for any period for which such Information Fees were paid but during which the Information Services were not provided, and such refund shall be Customer's sole and exclusive remedy in such circumstances.

10. Dispute Resolution.

Except as otherwise specifically provided in the Agreement, the parties desire to resolve disputes arising out of the Agreement without court litigation. Accordingly, the parties agree to use the dispute resolution procedure set forth in this Section with respect to any controversy or claim arising out of or relating to the Agreement or its breach (“Dispute Resolution”). Dispute Resolution shall commence upon the sending from one party to the other party of written notice of a controversy or claim arising out of or relating to the Agreement or its breach. No party may pursue any claim unless such written notice has first been given to the other party. When such a written notice has been given, each party will appoint a knowledgeable, responsible representative to meet and negotiate in good faith to resolve any dispute arising under the Agreement. The location, form, frequency, duration, and conclusion of these discussions will be left to the discretion of the representatives. Upon agreement, the representatives may utilize other alternative dispute resolution procedures such as mediation to assist in the negotiations. Discussion and the correspondence among the representatives for purposes of settlement are exempt from discovery and production and will not be admissible in the arbitration described below or in any lawsuit without the prior written concurrence of both parties. Documents identified in or provided with such communications, which are not prepared for purposes of the negotiations, are not so exempted and, if otherwise admissible, may be admitted in evidence in the arbitration or lawsuit. If the parties are unable to resolve the dispute through the informal procedure described above, then either party may invoke the following formal Dispute Resolution procedures by submitting to the other party a written demand for arbitration. Unless agreed upon by the parties, formal dispute resolution procedures, including arbitration or other procedures as appropriate, may be invoked not earlier than 30 days after the date of the letter initiating dispute resolution under this Section. All claims will be subject to arbitration if, and only if, the claim is not settled through informal dispute resolution and both parties agree to arbitration. If both parties do not agree to arbitration, then either party may proceed with any remedy available to it pursuant to law, equity or agency mechanism. The parties agree that any dispute subject to arbitration shall be held in the location specified in the Information Services Agreement in accordance with the rules then in effect of the American Arbitration Association, except if the primary business location of Customer is outside the United States, the rules to be used will be the ICDR International Arbitration Rules of the American Arbitration Association. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator's decision in any court having jurisdiction. The parties shall each pay one-half of the costs and expenses of such arbitration, and each of the parties shall separately pay its counsel fees and expenses. Notwithstanding anything to the contrary in the Agreement, in the event that either party seeks injunctive or other equitable relief under the Agreement (“Equitable Relief Claim”), such party shall not be required to use the Dispute Resolution procedure or arbitrate such Equitable Relief Claim and may file such Equitable Relief Claim in any court having jurisdiction.

11. Governing Law and Jurisdiction.

The Agreement will be governed under the laws of the jurisdiction specified in the Information Services Agreement, without regard to the conflict of law provisions. The United Nations Convention on the International Sale of Goods shall not apply to the Agreement. If both parties do not agree to arbitration and a party elects to proceed with any remedy available to it pursuant to law or equity, as described in Section 10, the parties irrevocably agrees that the courts with subject matter jurisdiction located in the jurisdiction specified in the Information Services Agreement, in the first instance, shall have exclusive jurisdiction to hear and decide any suit, action or proceedings, and/or to settle any disputes, which may arise out of or in connection with the Agreement or its formation or validity and, for these purposes, each party irrevocably submits to the jurisdiction of such courts. If any action is instituted by a party to enforce any of the terms and provisions contained in the Agreement, or for breach thereof, the prevailing party in such action shall be entitled to such reasonable attorneys' fees, costs, and expenses as may be fixed by a court of competent jurisdiction.

12. Additional Terms.

If any portion hereof is found to be void or unenforceable, the remaining provisions of the Agreement shall remain in full force and effect. The parties consent to the use of this electronic document and the execution hereof by electronic means and this electronic document, and all other electronic documents referred to or incorporated herein, will be: (i) deemed for all purposes to be a "writing" or "in writing," and to comply with all statutory, contractual, and other legal requirements for a writing; and (ii) legally enforceable as a signed writing as against the parties hereto. A printed version of the Agreement and any notice given in electronic form shall be admissible in judicial proceedings or administrative proceedings based upon or relating to the Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The Agreement constitutes the entire agreement between Service Provider and Customer with respect to the subject matter hereof and supersedes any conflicting or additional terms contained in any purchase order or other document. No delay or omission by Service Provider to exercise any right or power it has under the Agreement or to object to the failure of any covenant of Customer to be performed in a timely and complete manner, shall impair any such right or power or be construed as a waiver of any succeeding breach or any other covenant; any waivers must be in writing and signed by an authorized representative of the waiving party. Service Provider may assign the Agreement in its discretion and without notice to Customer; Customer may not assign the Agreement without the prior written consent of Service Provider. The Agreement shall be binding upon and shall inure to the benefit of and be enforceable by each of the parties, their respective successors and permitted assigns. It is the express wish of the parties that the Agreement be drawn up in English. La volonté expresse des parties aux présentes est que ce Agreement soit rédigé en anglais. The parties hereby waive any right to use and rely upon any other language. The Third Party Suppliers (and their suppliers) are third party beneficiaries to the Agreement, and have independent rights to enforce the Agreement directly and on their own behalf. The parties hereby waive any right to a trial by jury in any action arising between the parties under the Agreement. All notices or approvals required or permitted under the Agreement will be in writing and delivered by email transmission, overnight delivery service, or certified mail, and in each instance will be deemed given upon receipt. For notices sent by email the date of receipt will be deemed the date on which such notice is transmitted. All notices or approvals will be sent: (i) to Service Provider at either Support@certent.com or the address specified for Service Provider in the Information Services Agreement and (ii) to Customer at the physical or electronic email address provided by Customer in the Information Services Agreement.

13. Terms and Restrictions Related to Financial Accounting Foundation Content.

If Customer has subscribed for the Financial Accounting Standards Board (FASB) Accounting Standards Codification Content and related materials (the "FASB Content"), the following terms and restrictions shall apply in addition to and notwithstanding anything to the contrary stated herein. (1) Customer agrees that its use of the FASB Content shall be for its Named Users' reference purposes only (and in the case of academic institutions, by such institutions' faculty, students and library employees if the Information Services Agreement so designates). (2) Customer agrees that neither Customer nor its Named Users may: (i) use the FASB Content in any service bureau or time sharing arrangement; (ii) make the FASB Content available as an application service provider; (iii) use the FASB Content other than as a reference source; (iv) re-engineer, repurpose, reconfigure or modify the FAF Content in such a manner as to alter its substance, meaning or intent; (v) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the FASB Content or any portion thereof; or (vi) sublicense any of the FASB Content. (3) Customer, for itself and its affiliates, officers, directors, employees and agents, hereby releases the Service Provider lndemnitees from any and all claims any of Customer and its affiliates, officers, directors, employees and agents may have against the Service Provider lndemnitees as a result of the inability of the Customer or a Named User to access the Information Services or Information due to the Information Services being unavailable or suspended for such periods of time that are required for maintenance purposes or as a result of or due to any circumstance or events beyond Service Provider's control (including those enumerated above) (the "Excused Downtime"). Customer agrees to defend and indemnify the Service Provider lndemnitees against, and hold them harmless from, any and all losses, liabilities, damages, costs, and all related expenses, including reasonable legal fees and disbursements and costs, suffered or incurred by the Service Provider lndemnitees as a result of any third party claim made against any of the Service Provider lndemnitees in any connection with the inability of the Customer or a Named User to access the Information Services or Information due to the Excused Downtime. (4) Customer acknowledges and agrees that: (i) the Financial Accounting Foundation ("FAF") shall be a third party beneficiary to the Agreement, with independent rights hereunder to enforce the terms of the Agreement applicable to the FASB Content; (ii) the FAF's liability, if any, to the Customer shall be limited to an amount equal to the portion of the Information Fees to which FAF is entitled; and (iii) the Customer and its Named Users shall only be permitted to print a reasonable number of copies of the FASB Content accessed through the normal course and solely for their own internal reference. (5) Customer acknowledges that the FASB Content is a "commercial item" as the term is defined in 28 CFR 12.10 I (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 CFR 12.212 (Sept. 1995). Consistent with 48 CFR 12.212 and 48 CFR 227.7202 -1 through 227.7202 -4 (June 1995), all U.S. Government end users acquire the FASB Content with only those rights explicitly set forth herein. As between Customer and FAF, FAF and its licensors shall have and retain all title and ownership of, and intellectual property and other rights in and to all FASB Content, and reserve and retain all rights not expressly granted to Customer under the Agreement.

14. Terms and Restrictions Related to Australia Content.

If Customer has subscribed for Information Services for Australia (the "Australia Content"), the following terms and restrictions shall apply in addition to and notwithstanding anything to the contrary stated herein. (1) On a quarterly basis, Customer shall provide Service Provider with a list (if different from the previously provided list) of locations in which Information is received and the number of Named Users accessing the Information and must retain these records for a period of 3 years. (2) The Third Party Supplier of the Australia Content or their authorized representative may, on giving notice send personnel to attend Customer’s premises to verify compliance with the Agreement, including observing the use made of the Information and to examine and inspect, any devices, systems, applications, attachments or apparatuses used to access the Information, as well as auditing any books and records (including electronic records) required to be maintained in connection with the Agreement. Any examination/inspection will be conducted during normal business hours and subject to Customer’s reasonable security and confidentiality requirements. If any examination/inspection/audit under this Section discloses any breaches of the Agreement, Customer will: (a) pay the reasonable costs and expenses of and incidental to the examination/inspection/audit (including but not limited to professional fees plus travel and accommodation costs and a per diem allowance); (b) pay within 30 days of Service Provider notifying Customer, any underpayment of Information Fees disclosed by the examination/inspection/audit (including interest at the rate of 2% above the overdraft rate charged by the Third Party Supplier of the Australia Content’s principal bankers) to compensate for any failure to properly account for the use of the Information; and (c) pay within 30 days of the Third Party Supplier of the Australia Content notifying Customer, the Third Party Supplier of the Australia Content’s reasonable estimate of any discrepancy discovered pursuant to any such examination/inspection/audit in the event that Customer fails to retain the requisite records. (3) Customer shall not make any claim or commence any proceedings directly against the Third Party Supplier of the Australia Content. (4) Customer shall obtain and provide any consent needed for the Third Party Supplier of the Australia Content or their authorized representative, to review and receive personal data, where necessary, for the purpose of verifying compliance with Customers obligations under this Agreement. (5) Customer shall keep confidential any and all confidential Information of the Third Party Supplier of the Australia Content and not disclose to any third party without such Third Party Supplier’s prior written consent.