Non-reliance letter

By clicking through and accessing The Boston Consulting Group’s report (the “Information”), you (“Third Party,” “You” or “Your”) hereby agree to the following terms and conditions:

• Definitions:

“Affiliate” means any legal entity (including investment fund(s) managed by You) that is directly or indirectly controlled by, controlling or is under common control, with You, provided that “control” means ownership or control of more than a 50% interest of another legal entity or the ability to direct the decision, management, policies and/or actions of such legal entity, by ownership interests, contract or otherwise.

“Information” refers to the materials and any other information or documentation provided to Third Party related to, or resulting from, the services provided by BCG to Client in connection with the transaction. Information does not include information which: (i) is or becomes available to the public other than as a result of a breach of this Agreement; (ii) becomes available to, or at the time of disclosure is already in the possession of, Third Party or any of its Representatives, from a source other than BCG or Client; provided that, either (1) to the knowledge of Third Party or any such Representatives (as the case may be), such source is not prohibited from disclosing such information, directly or indirectly in violation of any confidentiality obligation owed to BCG or Client, or (2) such information does not mention BCG or identify BCG, expressly or implicitly, as its source; or (iii) is independently developed by Third Party or any of its Representatives without use of or reference to any Information provided by BCG under this Agreement.

• Third Party agrees to keep the Information confidential, except as required by any applicable law, or by order or ruling of any competent judicial, governmental, regulatory or supervisory body (including that of SEC or any applicable stock exchange(s)), by rule of FINRA or other equivalent self-regulatory organizations (each a “Disclosure”). Without prior written consent of BCG and Client, Third Party will not, in whole or in part, disclose the Information to any other party, or refer to or attribute the Information to BCG. Notwithstanding the foregoing, Third Party represents and warrants that Third Party will not deem the Information to be material and expressly disclaims that disclosure of BCG as a source of any analysis or information is required in any regulatory filings or investor materials, including materials that (i) will be shared with investors relating to a special purpose acquisition company transaction; (ii) will be filed with the SEC (or equivalent foreign agency), or (iii) will otherwise give rise to public disclosure and reporting obligations under the applicable laws.

• In the event that Third Party is required by law to make a Disclosure, Third Party agrees, to the extent legally permissible, to provide BCG with written notice promptly upon becoming aware of the disclosure obligation, and to reasonably cooperate with BCG in its efforts to obtain a protective order (at BCG’s own cost and expense) or otherwise limit the scope and/or impact of such Disclosure.

• Notwithstanding the limitation set forth in Section 2, Third Party may share Information with: (i) its, and its Affiliates’ employees (including full-time, fixed-term or part-time employees), officers, and directors (“Representatives”) who have a need to know the Information in furtherance of their participation in the purpose, (ii) its legal advisors and accountants who are bound by written agreements and/or rules of professional ethics to maintain the Information as confidential (“Professional Advisors”) and (iii) its financial advisors and/or potential investors, provided that, before any disclosure of Information, each financial advisor and/or potential investor executes an agreement with BCG that contains terms no less restrictive than those contained herein, or clicks their agreement to these terms and conditions separately.

• Third Party will be responsible for any breach of the obligations contained herein by the Third Party, any Representative or Professional Advisors, or any other person or entity to whom Third Party discloses Information, excepting only those who have executed a separate non-reliance letter with BCG in accordance with Section 4(iii) or agreed to these terms and conditions separately by clicking through themselves

• Third Party further agrees that: (i) the Information was developed by BCG for the exclusive, internal use of Client; (ii) the Information is incomplete without associated verbal discussion between BCG and Client to which Third Party was not, and will not be, privy; (iii) Third Party is responsible for conducting its own investigation with respect to the Information and expressly agrees that BCG has not taken account of matters or issues which are relevant to Third Party; (iv) that BCG makes no, and hereby disclaims all, representations or warranties, either express or implied, to Third Party with respect to the Information, including the accuracy or completeness thereof; and (v) BCG has no obligation to notify Third Party if any matters or information come to BCG’s attention which might affect the continuing validity of the data, analysis or conclusions in the Information.

• Third Party agrees and acknowledges that, for the reasons above and other reasons, it is unreasonable for Third Party to rely on the Information to make any decision, reach any conclusion, and/or take or refrain from taking any action whatsoever. To the extent Third Party does rely on the Information, it does so entirely at its own risk.

• As consideration for receiving the Information, to the maximum extent permitted by law, Third Party hereby waives any rights, claims or causes of action it may have at any time against BCG with regard to the Information, including the accuracy or completeness thereof. Third Party agrees not to sue or participate in any way (except as required by a validly issued court order or subpoena) in any litigation, dispute or cause of action against BCG arising out of or related to the Information. Third Party acknowledges that BCG does not owe or accept a duty to Third Party, whether in contract or in tort or however otherwise arising.

• The Information and all copies, reprints, reproductions and translations thereof, and all notes, records or documents made by Third Party, Third Party’s Representatives or Professional Advisors to the extent they contain or consist of the Information, will be destroyed or returned to BCG upon the request of Client or BCG, except as required by law, regulation, by a regulatory or supervisory body, or by internal compliance policy, audit requirements or a professional standard well established in Third Party’s industry. If return or destruction is requested, Third Party will take reasonable steps to remove the Information from its information technology systems as part of routine destruction or removal of back-up materials. Any such copies that are retained in accordance with this provision will continue to be subject to the confidentiality restrictions contained in these terms and conditions.

• These terms and conditions constitute the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, negotiations, and representations, whether written or oral, relating to its subject matter. Notwithstanding anything to the contrary, if You have previously entered into a Master Non-reliance Letter with BCG, Your acceptance below constitutes (at Your later election) either (i) Your acknowledgement that Your access to the Information will continue to be governed by the terms of such Master Non-reliance Letter without reference to these Terms (except that clicking “Accept” below will be deemed an acknowledgment form for the purposes of that Master Non-reliance Letter) or (ii) Your acknowledgement that Your access to the Information will be governed by these Terms without reference to such Master Non-reliance Letter.

• The provisions of these terms and conditions are severable. If any provision hereunder is held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions will continue in full force and effect to the fullest extent permitted by law.

• It is agreed that no failure or delay by BCG in exercising any right, power or privilege hereunder will operate as a waiver thereof nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

• BCG, without prejudice to any rights to judicial relief it may otherwise have, will be entitled to seek injunctive relief or other equitable relief where available, in the event of any breach of the provisions of these terms and conditions without the necessity of posting a bond. Third Party agrees that it will not oppose the granting of such relief on the basis that BCG has an adequate remedy at law.

• You will not introduce any computer virus, “Trojan horse”, “worm” or other destructive code or device (or similar) to the systems on which access to the Information is processed or where the Information is accessed or stored. You will not attempt to circumvent any of the security features that may be implemented in connection with accessing the Information and, unless expressly permitted by BCG, must not enable or allow others to access the Information.

• Access to the Information does not grant to You (i) any license under any copyrights, patents, trademarks, trade secrets or other proprietary rights to use or reproduce any of the Information, or (ii) any rights in the frameworks, methodologies, analytical tools and industry data and insights used or developed by BCG in preparing the Information or otherwise contained therein. In particular, You agree not to remove any proprietary rights legend from the Information and upon request You will add any proprietary legends requested by BCG to the Information.

• The Courts of the Federal Republic of Germany will have exclusive jurisdiction in relation to any claim, dispute or difference arising out of or in connection with these terms and conditions and any matter arising from them. These terms and conditions constitute a legally binding agreement between us and our successors and assigns, governed by the Laws of the Federal Republic of Germany.

By clicking “Accept” below, the Third Party hereby acknowledges, agrees and affirms that s/he has reviewed the terms and conditions (“T&C”) attached hereto, is authorized to accept the terms embedded in this document for and on behalf of his or her employer (“Third Party”) on whose behalf the signatory is accepting, and such acceptance gives rise to a contractual relationship between The Boston Consulting Group, Inc. and Third Party.
IMPORTANT NOTE: nothing in these Terms will give rise to personal liability to the individual accepting on behalf of Third Party; only the Third Party is bound.