Cost of Capital Navigator™ End User License Agreement

YOU MUST READ AND AGREE TO THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT BEFORE ACCESSING AND USING THE COST OF CAPITAL NAVIGATOR™

By clicking on the (“I AGREE”) check box and accepting this License Agreement (“Agreement”) you (“Licensee”) agree to be bound by its terms and conditions for the use of the Kroll Cost of Capital Navigator™. If you do not agree with the terms and conditions of this Agreement, do not click on the “I AGREE” check box, in which case you will have the opportunity to contact Kroll with your concerns.

If you are executing the Agreement on behalf of a company, organization, other legal entity or legal person (“Entity”), you represent and warrant that you have the authority to bind that Entity and its affiliates, and its and their respective employees, agents, delegates, representatives and any person to whom access is made available to the Navigator, and such Entity is deemed “you” or “Client” under the Agreement.

Agreement. These Terms and Conditions govern Licensee’s use of the current combination of the database and functionality of the Cost of Capital Navigator™ provided by Kroll. The ordering document (“Order Form”) and this Agreement constitute the complete agreement between the parties and supersede any and all prior discussions or representations regarding Licensee’s use of or access to the Navigator. If the terms of the Order Form are different from these Terms and Conditions, the Order Form will have priority. Any other terms and conditions incorporated from another source, or attempted to be incorporated therefrom, including a purchase order, shall not apply.
License. Subject at all times to its strict compliance with these Terms and Conditions and the applicable Order Form, Kroll grants Licensee a non-exclusive, non-transferable, limited license (without the right to sublease or sublicense) to access and use Navigator during the Term (as defined below) in an operating environment hosted by Kroll, for Licensee’s own internal use solely to support its own business purposes, including the right to provide limited excerpts – defined as excerpts which: (a) have no independent commercial value; and (b) could not be used as a substitute for content derived from Navigator – to Licensee’s direct clients solely for the purpose of performing services for such direct clients in the ordinary course of Licensee’s business. Licensee will ensure that any limited excerpts provided will be attributed to Kroll as the source in the following format: “Source: Kroll Cost of Capital Navigator™”. Any rights not expressly granted herein are expressly reserved. Licensee will not allow Navigator to be used by, or disclose all or any part of Navigator (including outputs related thereto) to, any person or entity except authorized users in the Benefitting Group (each individually a “Subscriber” as further defined below). LICENSEE AND ITS BENEFITTING GROUP MAY NOT DOWNLOAD, STORE, OR RETAIN FOR FUTURE USE BEYOND THE TERM OF AN ORDER, EITHER IN ELECTRONIC OR IN HARD COPY FORMAT, ANY SUBSTANTIAL PORTION OF INFORMATION FROM NAVIGATOR. Licensee is responsible for assigning its user passwords and for maintaining password security. Sharing passwords is strictly prohibited. Subscriber passwords must be unique and cannot be the same as any other password Subscriber uses for access to any other platform or service. Licensee shall periodically instruct the Benefitting Group of the prohibition on sharing or reusing passwords. Licensee is responsible for providing connectivity to the Internet for itself and its Subscribers. Licensee shall be responsible for all usage of Navigator, including for any act taken, or failed to be taken, by a Subscriber that is required to be taken, or prohibited from being taken, by Licensee hereunder, and for acts or omissions of any party obtaining access or login credentials from or through Licensee or its Subscribers. Licensee understands and acknowledges that any content provided through Navigator is for informational purposes only and does not constitute legal, financial, or any other form of professional advice
Benefitting Group. The “Benefitting Group” is the total number of Licensee’s personnel who use, interact with, review, or have access to any Navigator data (“Data”), either directly (via their own personalized login credentials) or indirectly (via Data shared by personnel with login credentials to personnel without them, whether in raw or derived form, or as incorporated into any Licensee’s internal work product), each individually a “Subscriber”. The Data may not be used or accessed by more than the number of Subscribers set forth on the Order Form. Personnel who use the Data solely for the purposes of formatting, duplicating, or transmitting it as part of Licensee internal work product(s) shall not count against the number of Subscribers. At any time during the subscription period, If the size of the Benefitting Group exceeds the number of Subscribers set forth in the Order Form, Licensee must notify us so we can adjust the Order Form to account for the additional Subscribers
Subscription Period. The subscription period of Licensee’s access to Navigator is set out on the Order Form. Licensee will receive a renewal reminder at least thirty (30) days prior to expiration.
Payment. Licensee shall pay the fees set forth on the Order Form. Fees for the then current subscription period are payable in advance. Licensee shall pay Kroll (or its distribution partner) by credit card, direct debit, or other such method as the parties may agree (such payment may be made via an ecommerce solution operated by Bright Market, LLC d/b/a FastSpring and subject to the applicable terms of use at https://fastspring.com/terms-use/ and privacy policy at https://fastspring.com/privacy/), and Licensee authorizes Kroll (or its distribution partner) to charge Licensee by such method for each initial and renewable subscription period of this Agreement. After the initial subscription period the subscription fees may be adjusted. Except as otherwise set forth herein, fees are non-refundable. Licensee is responsible for paying any taxes (as applicable), including but not limited to sales & use tax and VAT, relating to its use of Navigator.
Confidentiality. In connection with this Agreement each party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”). Subject to this section, “Confidential Information” means information in any form or medium (whether oral, written or proprietary, including but not limited to information consisting of or relating to data, technology, trade secrets, know-how, business operations, plans, strategies, customers and pricing), in each case whether or not marked, designated, or otherwise identified as “confidential”. Confidential information received from a Disclosing Party will not be disclosed to anyone else without the Disclosing Party’s express consent, unless required by law. If a court or government agency orders a Receiving Party to disclose the Confidential Information of the Disclosing Party, the Disclosing Party will be promptly notified so that an appropriate protective order or other remedy can be obtained unless such notification is legally prohibited. These obligations of confidentiality do not apply to information which: (a) is or becomes (through no act or omission of the Receiving Party), generally available to the public; (b) becomes known to the Receiving Party on a non-confidential basis through a third party who is not subject to an obligation of confidentiality to Disclosing Party; (c) was lawfully in the possession of the Receiving Party prior to such disclosure; or (d) is independently developed by the Receiving Party or any of its affiliates. Notwithstanding the foregoing, Licensee understands and agrees that Kroll may disclose Licensee’s confidential information to Kroll and its affiliates’ employees, agents and contractors (including its distribution partners) solely for purposes of fulfilling Kroll’s obligations under this Agreement.
Data Privacy. The parties agree that Kroll (or its distribution partner) and Licensee are each independent controllers with respect to User Data. “User Data” means any personal information or data about a Subscriber that is provided to Kroll or submitted to Navigator by a Subscriber in connection with such Subscriber’s access to or use of Navigator. Kroll agrees to (a) comply with data protection laws or regulations applicable to its processing of User Data and (b) only process User Data to the extent reasonably necessary for the provision, maintenance, and improvement of Navigator. User Data processed by Kroll will be subject to Kroll's Privacy Policy (https://www.kroll.com/en/privacy-policy).
Intellectual Property. Licensee acknowledges that all proprietary rights (including but not limited to copyrights, trade secrets, database rights, and trademark rights in Navigator, including all information, data, software, products, and documentation contained or included therein, are and shall remain the sole and exclusive property of Kroll, its affiliates, or its third-party data suppliers. Navigator, including but not limited to, any incorporated text, images, illustrations, graphics, logos, digital downloads, data, software, headers, icons, scripts, audio clips, and video clips, is protected by copyrights, trademarks, service marks, and/or other intellectual property rights (which are governed by and subject to United States and international copyright laws and treaty provisions, privacy and publicity laws, and communication regulations and statutes). Except as expressly authorized herein, Licensee may not modify, copy, distribute, transmit, display, reproduce, publish, license, create derivative works based on, transfer, sell or otherwise use, in any form, the Navigator, the Data, or any other content therein. Licensee will not remove or conceal any proprietary rights notice on any output derived from Navigator and will include such notices and any accompanying disclaimers on any copy of such output. Licensee agrees that any third-party data supplier hereunder may enforce its rights against Licensee as an intended third-party beneficiary of this Agreement. Kroll acknowledges that all intellectual property rights in Licensee’s information are owned by Licensee. Subject to its confidentiality obligations herein, Kroll may use data in the aggregate for analyses, product development and improvements, and insight generation, provided such uses do not reveal any Confidential Information. With Licensee’s prior written consent, Kroll may include Licensee’s name in its client list or marketing materials. Except with respect to the foregoing, neither party may use the other party’s name, trademarks or any derivatives of them without the other’s prior written consent, which shall not be unreasonably withheld.
Support. Kroll provides limited technical and operational support to Licensee through the Navigator Product and Support Team who shall use commercially reasonable efforts to resolve questions about or issues with Licensee’s access to Navigator and its use of Navigator functionality.
Termination and Expiration. Either party may terminate access to or use of Navigator if it is determined that the other party has committed or is responsible for, by either act or omission, (i) a breach of security, (ii) a material breach of its obligations herein, (iii) a material breach of any other agreement between the parties, (iv) or a violation of law. Kroll may terminate this Agreement, at any time, for any reason or no reason whatsoever. Upon termination or expiration, all licenses end immediately, and Navigator will become inaccessible, including information and estimates previously saved therein by Licensee. Termination will not relieve Licensee of its obligation to pay any amounts owed up to and including the date of termination and any terms of this Agreement, which by their nature should survive the termination of this Agreement, shall survive such termination or expiration. Following termination or expiration, and at any time with respect to confidential information, upon request, the parties will promptly return, delete or destroy all of the other party’s information. However, each party may retain copies solely to the extent required to (i) comply with law, regulation or bona fide document retention policies, and (ii) support the enforcement or defense of a party’s rights under the Agreement. Any retained Confidential Information shall be subject to the terms and provisions of this Agreement, notwithstanding its termination.
Third Party Data Suppliers. Portions of Navigator may contain or incorporate content from one or more third-party data supplier (“Third-Party Providers”). Licensee agrees that its access to and use of a Third-Party Provider’s content is subject to such Third-Party Provider’s Terms available here. The Third-Party Terms are incorporated into this Agreement by reference. Kroll may update the Third-Party Terms from time to time to reflect changes required by Third-Party Providers, and Licensee’s continued use of Navigator after such updates constitutes acceptance of the updated Third-Party Terms. Licensee acknowledges that Third-Party Providers may change from time to time and may also change both the terms on which they license their data to Kroll and the terms of the Third-Party Provider Addendum governing Licensee’s use of their data. Licensee agrees that its right to use any Third-Party data incorporated into Navigator is subject to any updates or modification as may be made by the Third-Party Provider in its sole discretion. Licensee shall promptly respond to inquiries from a Third-Party Provider regarding the use of Navigator and the content it provides to ensure Licensee’s compliance with the applicable Third-Party Addendum.
Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. The parties shall amend this Agreement or the Order Form to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision.
Warranty. Kroll will use commercially reasonable efforts to obtain information appearing in Navigator from Third-Party Providers it considers reliable, but disclaims any and all liability for the truth, accuracy, or completeness of the information conveyed. Kroll (AND ITS THIRD-PARTY PROVIDERS) MAKE NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE MERCHANTABILITY, FITNESS, CONDITION, USE OR APPROPRIATENESS FOR LICENSEE’S PURPOSES OF NAVIGATOR AND THE INFORMATION FURNISHED TO LICENSEE UNDER THIS AGREEMENT. LICENSEE AGREES THAT NAVIGATOR IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND. LICENSEE ACKNOWLEDGES THAT KROLL MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER RELATING TO THE ACCURACY OR COMPLETENESS OF DATA PROCESSED BY NAVIGATOR OR TRANSMITTED TO OR FROM KROLL. KROLL DISCLAIMS ANY WARRANTY THAT NAVIGATOR WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR-FREE, OR THAT IT SHALL MEET LICENSEE’S NEEDS. Kroll will use commercially reasonable efforts to update Navigator at times intended to minimize disruption to Licensee, but makes no guarantee thereof, and shall not have any liability for delays, breakdowns, or interruption to Licensee’s access to Navigator caused by any update, patching, or other technical modification or intervention regardless of the time at which it occurs.
Indemnity. Licensee will defend, indemnify, and hold Kroll, its affiliates, Third-Party Providers, harmless from and against any claims, liabilities, damages, losses and expenses, including reasonable legal fees and expenses, arising out of or in any way connected with Licensee’s access to or use of Navigator, or Licensee’s breach of this Agreement.
Limitation of Liability. LICENSEE ACKNOWLEDGES AND AGREES THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF ACCESS TO AND USE OF NAVIGATOR REMAINS WITH LICENSEE. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOST PROFITS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE. KROLL’S TOTAL LIABILITY IN CONNECTION WITH OR RELATED TO NAVIGATOR SHALL NOT EXCEED THE FEES PAID OR PAYABLE TO US HEREUNDER FOR THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH LIABILITY FIRST AROSE.
Prohibited Activities. Licensee is prohibited from using Navigator, and Licensee agrees not to use or permit others to use Navigator, in any of the following ways: (a) taking any action that imposes a disproportionately large load and/or burden on Navigator's infrastructure or resources, including, but not limited to, by sending, promoting, or failing to prevent the distribution of "spam," "junk mail," chain letters, or other such unsolicited or unlawful mass e-mailing techniques through Licensee’s access to Navigator infrastructure; (b) any use or purpose that is unlawful, illegal, unauthorized, or prohibited by this Agreement, including, without limitation, the sending, posting, transmitting, displaying, distributing, or knowingly receiving or searching for any threatening, harassing, libelous, defamatory, obscene, scandalous, inflammatory, sexually oriented, pornographic, or profane material, content, images, or messages that might be considered lewd, lascivious, violent, or otherwise offensive; (c) disclosing to or sharing with any third parties Subscriber’s email addresses, assigned confirmation numbers, and/or passwords, or use of the email ID's, assigned confirmation numbers, and/or passwords for any purpose, or otherwise allowing or facilitating others to gain access to Kroll's information technology systems, environments, networks, files, data, or accounts through the use of Subscriber email ID's, assigned confirmation numbers, passwords or any other form of credential used to access Navigator; (d) accessing or attempting to access Kroll's information technology systems, environments, networks, files, data, or accounts for which express authorization has not been provided (including access to data not intended for Licensee), or logging into a server or account that Licensee is not authorized to access; (e) causing, permitting, or attempting to decipher, decompile, disassemble, modify, remove, or reverse engineer any of the software or HTML code comprising or in any way making up a part of Navigator; (f) interfering with, disrupting, disabling, or damaging (or attempt to interfere with, disrupt, disable, or damage), the use or operation of Navigator or Kroll's or its affiliated or related entities' equipment or applications, or service to any user, host, or network, including by use of any programs, scripts, commands, viruses, worms, web bugs, harmful code, Trojan horses, other contaminants, or otherwise. This includes “denial of service” attacks, “flooding” of networks, deliberate attempts to overload a service or to burden excessively a service's resources, attempts to “crash” a host or server, and/or modifying or rerouting any content or services provided at or by Navigator; (g) attempting to circumvent or subvert system or network security (i.e., authentication) mechanisms, or probing the security of any system, network, or account associated or used in conjunction with Navigator; (h) uploading, posting, e-mailing or otherwise transmitting any information, content, or proprietary rights that Licensee does not have a right to transmit under this Agreement or any other, any law or other contractual or fiduciary relationships; and/or (i) using any robot, spider, intelligent agent, meta-searching, other automatic device, or manual process to search, monitor, or copy Navigator’s pages or any content hosted in Navigator. Data is not permitted to be used by Licensee or any party acting at the direction of or in conjunction with Licensee to train, develop, modify, enhance, or populate the data sets used by any artificial intelligence (“AI”) or machine learning tools, chat bots, large language models, or any other mechanism for delivering, developing, or providing any AI capabilities. Kroll reserves the right to report any wrongdoing, if and when it becomes aware of it, to any applicable government or law enforcement agencies. Kroll, at its sole discretion, retains the right to deny access to Navigator to anyone for any reason, including for violation of this Agreement.
Miscellaneous. Kroll may enhance, modify, suspend, or discontinue any Navigator features or functionality at any time. Any updates to this Agreement required by such actions shall be effective immediately upon posting them in Navigator. Licensee’s continued use of Navigator constitutes its agreement to the updates. Kroll may provide temporary access to beta or trial features for evaluation and internal testing purposes only. Such features are provided at Kroll’s discretion, may be modified or discontinued at any time without notice, and are subject to terms herein. Beta and trial features are provided “AS IS”, without warranties of any kind. Licensee may not assign the Agreement to anyone else without Kroll’s prior written consent. If either party delays or fails to exercise any right or remedy under the Agreement, it will not have waived that right or remedy. Licensee and Kroll are dealing at arms’ length, creating a commercial relationship. Kroll is not Licensee’s agent, representative, or fiduciary. If any inconsistencies exist between this Agreement and any future published terms of use or understanding, the last published terms of use shall prevail. This Agreement and any dispute or claim arising out of it will be governed by and construed in accordance with the laws of the State of New York. Licensee further agree to submit to the exclusive jurisdiction and venue in the state and federal courts located in the State of New York for all disputes, cases and controversies regarding Navigator, your use of Navigator, and any matter arising out of or related to this Agreement. Navigator may not be exported or re-exported in violation of any applicable laws, rules or regulations. All notices must be in writing and sent by email or registered mail, courier, fax or delivered in person at the address set out on the latest Order Form, except that Kroll may provide technical or operational notices within Navigator itself.
NavAI Assistant. Kroll may make available an AI-powered assistant within the Navigator (“NavAI”). NavAI is provided solely as a supplemental tool to assist Licensee in identifying, locating, and using the Data and related materials within the Navigator. Licensee acknowledges and agrees that:
1. Processing of Inputs: Subject to the confidentiality and data-privacy provisions of this Agreement, Kroll may collect, store, and process queries, prompts, and other inputs submitted to NavAI (“Inputs”) for purposes of operating, maintaining, securing, and improving NavAI and the Navigator.
2. Prohibited Inputs: Licensee shall not submit any personal data, client confidential information, proprietary financial data, or other sensitive information into NavAI. Kroll shall have no responsibility for any information, text, guidance, suggestions, or other content generated by NavAI (“Outputs”) based in part on prohibited Inputs, regardless of form or method of delivery
3. Storage and Access: Inputs and the corresponding Outputs may be stored in Kroll’s secure Azure environment and accessed only by authorized Kroll personnel for the purposes authorized above. No Inputs or Outputs are shared with third parties.
4. Outputs Not Warranted: NavAI may generate incorrect, incomplete, or non-responsive results. All Outputs are provided “as is,” without warranty, and Licensee is solely responsible for verifying all such Outputs.
5. Use Restrictions: Licensee may use NavAI and its Outputs solely for internal use in connection with the Navigator. All Outputs constitute Kroll intellectual property and may not be reproduced or used outside the Navigator except as expressly permitted.
6. Service Limitations: Kroll may limit or modify access to or usage of NavAI (including usage caps), modify or discontinue NavAI at any time, and makes no guarantee of availability, performance, or accuracy.

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