Service Terms

Future Demand GmbH · Version 1 · Effective April 2025

Software-as-a-Service Agreement for business customers, including the Agreement on commissioned processing under Article 28 GDPR.

Scope of the Service Agreement

1. If the Customer has its registered office, head office or principal place of business in the European Union, the Service Agreement including the Agreement on commissioned processing under Part A shall be concluded with Future Demand GmbH.

2. If the Customer has its registered office, head office or principal place of business in the United States of America, the Service Agreement including the Agreement on commissioned processing under Part B shall be concluded with Future Demand GmbH.

Part A — Service Agreement for the European Union

1. General Provisions

1.1

Future Demand GmbH, Köpenicker Str 145, 10997 Berlin, Germany, HRB 231043 B (local court of Charlottenburg) (“Provider”), represented by its managing director Hannes Tronsberg, develops and distributes software for the generation of audience insights and the creation and optimisation of marketing campaigns (“Software”) for entertainment and sports organisers (business-to-business) (hereinafter individually a “Customer” and collectively “Customers”) (hereinafter Provider and Customer also each a “Party” and collectively “Parties”). The Provider also provides all related services and sells related products. The Provider shall provide the Customer the temporary use of the required Software for access via a telecommunications connection, storage space for application data, and respective service level services. For this purpose, the Parties enter into a Software-as-a-Service Agreement (“Agreement”) as part of the ordering process on the Provider’s Website.

1.2

The terms and conditions (“Terms and Conditions”) together with the specifications selected by the Customer on the website of the Provider during the Order Process contain the entirety of the terms applicable between the Provider and the Customer in respect of the services offered by the Provider under the Agreement. Terms departing from these Terms and Conditions shall only apply if confirmed in writing by the Provider.

1.3

The Provider shall notify the Customer of any changes to these Terms and Conditions in writing or by email. Where the Customer does not object to such changes within six weeks from the date of receipt of the notice, the changes are deemed to have been consented to. In the event of any amendment, the Customer’s attention is specially drawn to the right of objection and the legal consequences of silence.

2. Services of the Provider

2.1

Subject to and conditioned on the Customer’s compliance with the terms of this Agreement, the Provider grants the Customer a non-exclusive, non-transferable and non-sublicensable right of use to the Software and the provision of storage space on the Provider’s servers (“Software-as-a-Service Services”) against payment of the agreed remuneration.

2.2

The Provider does not owe any services other than the agreed Software-as-a-Service Services. In particular, the Provider is not obligated:

• 2.2.1 to check the forecast result of the Software-as-a-Service Services as a pure forecasting instrument for its accuracy and completeness; the Provider accepts no responsibility in this respect;
• 2.2.2 to check or update the data and market data provided by the Customer pursuant to Section 8 for accuracy; “Market Data” is data that the Provider makes available to the Customer for analysis purposes within the framework of the Software-as-a-Service Services, which relates to the event sector and which the Provider obtains from various sources;
• 2.2.3 to verify whether the use of the Market Data intended by the Customer is lawful;
• 2.2.4 to provide information about or name one or more sources of Market Data.

2.3

The Provider is permitted to involve subcontractors in the allocation of storage space and the provision of the Software-as-a-Service Services.

3. Order Process

3.1

During the Order Process for the Software-as-a-Service Services the Customer shall specify its corporate information, invoice data and organisational contact. The Provider’s acceptance of the order request is made by email. By this the Agreement under these Terms and Conditions is deemed to be formed between the Parties (“Order Process”).

4. Provision of Software

4.1

For the duration of the Agreement, the Provider shall make the Software available to the Customer via the internet to the extent selected during the Order Process, in the then-current version. For this purpose, the Provider sets up the Software on a server accessible to the Customer via the internet.

4.2

The Software is provided ready for operation with the system availability described during the Order Process pursuant to Section 7, once the Provider has notified the Customer of the activation or transmitted the activation codes. It does not matter when the Customer first accesses the system.

4.3

The Provider will continue to develop the Software and improve it through regular updates and upgrades.

4.4

The Provider is not responsible for the quality of the Customer’s hardware and software or for the telecommunications connection between the Customer and the Provider.

5. Rights of Use to the Software

5.1

The Provider grants the Customer, for the duration selected during the Order Process, the simple, non-exclusive, non-transferable and non-sublicensable right to use the Software within the scope of the Software-as-a-Service Services as intended.

5.2

The Customer may only reproduce the Software to the extent necessary for the intended use according to the then-current performance description. Necessary duplication includes loading the Software into RAM on the Provider’s server, but not installation or storage on the Customer’s hardware.

5.3

The Customer may only use the Software for its own business activities.

5.4

The Customer is not entitled to make the Software available to third parties, whether for payment or free of charge, or to resell the Software.

5.5

If the Provider makes new versions, updates, upgrades or other new deliveries during the term, the above rights apply to those as well.

6. Allocation of Storage Space

6.1

The Provider shall provide the Customer with storage space on the Provider’s servers to the agreed extent.

6.2

The Customer shall not transfer the storage space to a third party in part or in full, whether for payment or free of charge.

7. Service Level

7.1

Actual availability is calculated on a quarterly basis. The Software-as-a-Service Services are considered available if they could be accessed during the respective period.

7.2

For the purpose of calculating actual availability, downtime not attributable to the Provider shall be considered available time. The Provider is not responsible for any delay or failure caused in whole or part by:

• 7.2.1 maintenance or other services agreed with the Customer that do not allow access to the Software-as-a-Service;
• 7.2.2 unforeseen maintenance work that becomes necessary, if this work is not caused by a breach of the Provider’s obligations (force majeure, in particular unforeseeable hardware failures, strikes, natural disasters, etc.);
• 7.2.3 downtimes due to virus or hacker attacks, provided the Provider has taken the usual protective measures;
• 7.2.4 downtimes due to specifications of the Customer, unavailability of the Customer’s equipment, or other interruptions caused by the Customer (e.g. failure to cooperate);
• 7.2.5 downtime extensions caused by the Customer blocking console or remote access;
• 7.2.6 downtimes due to specifications of the Software manufacturer;
• 7.2.7 downtime for the application of urgently needed security patches;
• 7.2.8 downtime due to software errors in Customer applications or due to errors in system and system-related Software triggered by Customer applications or data;
• 7.2.9 downtimes caused by third parties not attributable to the Provider, or other circumstances outside the Provider’s control.

7.3

During the term of the Agreement, the Provider provides a support service for operation requests and problem reports in connection with the use of the Software-as-a-Service Services. The Customer can contact support on working days (Monday to Friday, excluding public holidays) between 09

7.4

If the Provider has committed to certain service levels at contract conclusion, the following response times apply to problem reports submitted pursuant to Section 7.3 during the term of the support service (“Response Deadline”):

• 7.4.1 Priority 1 — urgent: errors or problems leading to complete system breakdown or loss of access for a continuous period of more than two hours: within three hours;
• 7.4.2 Priority 2 — high: errors or problems causing noticeable disruption or availability below 70% over a continuous period of more than three hours: within eight hours;
• 7.4.3 Priority 3 — low: errors or problems causing availability below 50% over a continuous period of more than two hours: within five hours;
• 7.4.4 The Response Deadline is met if the Provider acknowledges receipt within the relevant period and provides an initial diagnosis, solution, or containment measure.

8. Customer Data

8.1

The Customer shall provide the Provider with the data and information necessary for the use of the Software-as-a-Service Services.

8.2

The Provider is entitled, but not obliged, to carry out a plausibility or legal examination to determine whether the use of Market Data intended by the Customer is lawful.

9. Warranty and Defect Rights

9.1

Defect rights are governed by the statutory provisions on rental law (§§ 535 et seq. BGB), with the following modifications: strict liability for defects existing at the time of contract conclusion pursuant to § 536a para. 1 BGB is excluded.

9.2

The Customer shall notify the Provider of defects in text form without undue delay after discovery.

10. Remuneration

10.1

The remuneration payable by the Customer is governed by the Provider’s current pricing terms, which may be reviewed on the Provider’s website and as part of the Order Process.

10.2

The Provider will adjust the remuneration at its reasonable discretion in line with the development of the costs decisive for price calculation. A price increase shall be considered — and a price reduction shall be made — if, in particular, the costs for hardware and software, energy, the use of communication networks, annual ticket capacity, labour costs, or other economic or legal framework conditions change materially. Cost increases in one category may only trigger a price increase to the extent not offset by declining costs in other categories. The Provider will inform the Customer of price adjustments in text form no later than six weeks before they come into effect. In the event of a price increase, the Customer has the right to terminate the Agreement at the next permissible date; in that case, the price remains unchanged until the effective termination date.

10.3

All remuneration is in net amounts plus VAT at the statutory rate. All payments are made through the payment portal provided by the Provider.

10.4

The Provider’s claim to remuneration arises with the conclusion of the Agreement and is independent of whether the Customer actually uses or makes use of the agreed services.

10.5

The Customer may only offset against the Provider’s payment claims if its counter-claims are legally established or undisputed.

10.6

If the Customer fails to make a payment when due, in addition to all other remedies: (a) the Provider may charge interest on the overdue amount at 9 percentage points above the base rate per annum; (b) the Customer shall reimburse the Provider for reasonable collection costs, including attorneys’ fees, court costs, and collection-agency fees; and (c) if the default continues for 30 days after written notice, the Provider may suspend the Services until all overdue amounts and interest have been paid, without incurring any obligation or liability.

11. Obligations and Duties of the Customer

11.1

The Customer is responsible for entering and maintaining the data and information required for the use of the Services. The Customer is obliged to check its data for viruses and harmful components before input and to use state-of-the-art virus programs for this purpose.

11.2

The Customer shall prevent unauthorised third-party access to protected areas of the Software through appropriate precautions, keep usage and access credentials confidential, and notify the Provider immediately of any suspected compromise.

11.3

The Customer shall not use the Services for racist, discriminatory, pornographic, minor-endangering, politically extreme, or otherwise unlawful purposes, or store such data on the storage space. The Provider is entitled to block the storage space immediately upon justified suspicion, informing the Customer promptly; the block is lifted once the suspicion is invalidated.

11.4

The Customer shall indemnify the Provider against third-party claims arising from breach of Sections 11.1–11.3 and is liable for all related damages and legal-prosecution costs.

12. Force Majeure

12.1

The Provider shall not be liable for, nor considered in breach due to, any failure to perform its obligations as a result of causes beyond its reasonable control — including acts of God, acts of public enemies or terrorists, acts of military, civil or regulatory authority, changes in law or regulation, fires, floods, earthquakes, storms or other extreme weather events, disruption of communications, power or other utilities, labour problems, unavailability of suppliers, declaration of an epidemic or pandemic, or any other similar or dissimilar cause (each, a “Force Majeure Event”).

13. Liability

13.1

The Provider’s liability for damages caused intentionally or by gross negligence is unlimited.

13.2

For slight negligence, the Provider is liable only in case of breach of a material contractual obligation (cardinal duty); in such cases, liability is limited to the foreseeable damage typical for the type of contract.

13.3

Liability under the Product Liability Act and for culpable injury to life, body or health remains unaffected.

14. Term and Termination

14.1

The minimum term is determined by the Agreement duration selected in the Order Process and begins with the operational provision of the Software including the storage space. It is automatically extended at the end of the term by the selected minimum contract term.

14.2

The Agreement can be terminated by the Parties within the term with a notice period of three months. For offers that can be cancelled monthly or quarterly, the notice period is two weeks.

14.3

The right of both Parties to terminate without notice for good cause remains unaffected. The Provider is particularly entitled to terminate without notice if the Customer fails to make due payments despite reminders and the setting of a grace period, or if it violates the contractual provisions regarding use of the Software and storage space. A termination without notice requires that the other Party has been warned in writing and requested to eliminate the alleged reason within a reasonable period.

14.4

Terminations must always be made in writing.

15. Data Protection

15.1

The Parties undertake to observe the legal provisions of data protection and to impose compliance with these provisions on their employees and subcontractors. Where the cooperation requires a contract-processing agreement pursuant to Art. 28 GDPR, the Parties conclude such an agreement (see Part A, Section II of this document).

16. Confidentiality

16.1

Each Party shall treat all Confidential Information of the other Party with strict confidence, use it solely for the purposes of this Agreement, and impose equivalent confidentiality obligations on its representatives. “Confidential Information” includes all non-public business, technical and operational information disclosed in connection with this Agreement.

16.2

Confidentiality obligations do not apply to information that is or becomes publicly available without breach of this Agreement, was already known to the receiving Party, is independently developed, or must be disclosed by law or regulatory authority.

17. Intellectual Property

17.1

All intellectual property rights in the Software, Market Data, documentation and related materials remain with the Provider. Nothing in this Agreement transfers ownership of any IP to the Customer.

17.2

The Customer retains all rights in the Customer Data it uploads to the Services.

18. Assignment

18.1

Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that the Provider may assign this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganisation or sale of all or substantially all of its assets.

19. Severability

19.1

In the event that individual terms of these Terms and Conditions should be or become invalid or conflict with legal requirements, the validity of the remaining provisions shall not be affected. The Parties shall by mutual agreement replace the invalid term with a valid term that comes closest in economic intent. The same applies to contractual gaps.

20. Governing Law and Jurisdiction

20.1

This Agreement is governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.

20.2

The exclusive place of jurisdiction for all disputes arising out of or in connection with this Agreement is Berlin, Germany.

21. Surviving Terms

21.1

Any provision that by its nature should survive termination or expiration of this Agreement will so survive, including provisions on confidentiality, intellectual property, liability limitations, governing law and jurisdiction.

22. Entire Agreement and Amendments

22.1

This Agreement, together with the applicable Order Confirmation and these Terms and Conditions, constitutes the entire agreement between the Parties with respect to its subject matter.

22.2

Any amendment requires text form to be effective, save for the notification procedure set out in Section 1.3.

Agreement on Commissioned Processing (Art. 28 GDPR)

This Agreement on commissioned processing supplements the Service Agreement between the Customer (“Controller”) and Future Demand GmbH (“Processor”) and is concluded pursuant to Art. 28 GDPR.

DPA 1. Subject, Nature and Purpose of Processing

DPA 1.1

The Processor processes personal data exclusively on the documented instructions of the Controller for the purposes of providing the Software-as-a-Service Services. The subject, nature, purpose, type of personal data and categories of data subjects are set out in Annex 1.

DPA 2. Duration

DPA 2.1

This DPA applies for the duration of the underlying Service Agreement. Obligations relating to confidentiality, return or deletion of personal data and audit survive termination.

DPA 3. Rights and Obligations of the Controller

DPA 3.1

The Controller is responsible for assessing the lawfulness of the processing and the protection of the rights of data subjects.

DPA 3.2

Instructions to the Processor shall be given in writing or text form. Verbal instructions must be confirmed in text form without undue delay.

DPA 4. Obligations of the Processor

DPA 4.1

The Processor shall process personal data only on documented instructions from the Controller, unless required to do so by Union or Member State law.

DPA 4.2

The Processor shall ensure that persons authorised to process personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

DPA 4.3

The Processor shall take all measures required pursuant to Art. 32 GDPR (technical and organisational measures, see Annex 2).

DPA 4.4

The Processor shall inform the Controller without undue delay of any personal-data breach.

DPA 4.5

Taking into account the nature of processing, the Processor shall assist the Controller by appropriate technical and organisational measures with the fulfilment of the Controller’s obligation to respond to data-subject requests and with Art. 32–36 GDPR.

DPA 4.6

The Processor shall make available to the Controller all information necessary to demonstrate compliance with the obligations laid down in Art. 28 GDPR and allow for and contribute to audits, including inspections, conducted by the Controller or another auditor mandated by the Controller.

DPA 5. Subprocessors

DPA 5.1

The Controller grants the Processor general authorisation to engage subprocessors. The current list of subprocessors is set out in Annex 3.

DPA 5.2

The Processor shall notify the Controller of intended changes concerning the addition or replacement of subprocessors, thereby giving the Controller the opportunity to object.

DPA 5.3

The Processor imposes the same data-protection obligations on subprocessors by way of contract.

DPA 6. Return or Deletion of Personal Data

DPA 6.1

After the end of the provision of services relating to processing, the Processor shall, at the choice of the Controller, delete or return all the personal data to the Controller and delete existing copies, unless Union or Member State law requires storage of the personal data.

DPA 7. International Data Transfers

DPA 7.1

Any transfer of personal data to a third country or international organisation shall only take place on the basis of documented instructions from the Controller, unless required by Union or Member State law. In such a case, the Processor shall inform the Controller of that legal requirement before processing, unless the law prohibits such information on important grounds of public interest.

Annex 1 — Subject, Nature, Purpose and Scope of Processing

Nature and purpose of the data processing:

• Generation of audience insights, creation and optimisation of marketing campaigns for entertainment and sports organisers.

Nature of personal data:

• Professional contact and work-organisation data: surname, first name, gender, address, email, phone, mobile, etc.
• Private contact and identification data: name, gender, address, email, phone, mobile, birthdays, etc.
• Contract data: purchased products, date of purchase, purchase price, guarantees, usage and log data from online services such as streaming platforms or websites.
• Data on personal circumstances: data on spouse or children, marital status.
• Bank details: IBAN/BIC.

Categories of data subjects:

• Customers of the Controller.
• Outsiders (i.e. other natural persons whose data the Controller lawfully obtains).

Annex 2 — Technical and Organisational Measures

Confidentiality (Art. 32(1)(b) GDPR) and encryption (Art. 32(1)(a) GDPR):

• Entrance doors kept locked; security locks; visitors accompanied; video surveillance at entrance.
• Individual IT systems operated in external data centres where the provider guarantees access control.
• User rights and profiles; encryption/VPN for externally hosted systems; firewalls; enforced password policy.
• Task-related individual access rights, reviewed regularly; hardware-encrypted mobile devices; access logging.
• Separation of productive and test systems in separate databases; authorisation concept; defined database rights.

Integrity (Art. 32(1)(b) GDPR):

• Encrypted platforms for data exchange; documented transfers in the register of processing activities.
• Encrypted VPN connections between clients and server; encrypted company data carriers only; rewritable media erased before reuse.
• Automated logging of data entry, modification and deletion; traceability via individual user names and groups.

Availability and resilience (Art. 32(1)(b)–(c) GDPR):

• Availability control through regular backups.

Procedures for regular review and evaluation (Art. 32(1)(d) GDPR, Art. 25(1) GDPR):

• Careful selection of contractors; clear contractual provisions; control by management and data protection officer.
• Documented data-protection management system; regular employee training; appointed data protection officer.
• Pseudonymisation of person-related evaluations where possible.

Data Protection Officer: Future Demand GmbH, Köpenicker Str 145, 10997 Berlin +49 30 403 656 100 · privacy@future-demand.com

Annex 3 — Subprocessors

Part B — Service Agreement for the United States of America

This Part B applies where the Customer has its registered office, head office or principal place of business in the United States of America. Defined terms carry the same meaning as in Part A unless expressly modified.

Part B 1. General Provisions

Part B 1.1

Future Demand GmbH, Köpenicker Str 145, 10997 Berlin, Germany, HRB 231043 B (local court of Charlottenburg) (“Provider”), represented by its managing director Hannes Tronsberg, develops and distributes Software for the generation of audience insights and the creation and optimisation of marketing campaigns (“Software”) for entertainment and sports organisers (business-to-business). The Parties enter into a Software-as-a-Service Agreement (“Agreement”) as part of the Order Process on the Provider’s Website.

Part B 1.2

The Terms and Conditions together with the specifications selected by the Customer during the Order Process contain the entirety of the terms applicable between the Parties. Terms departing from these Terms and Conditions shall only apply if confirmed in writing by the Provider.

Part B 1.3

The Provider shall notify the Customer of any changes to these Terms and Conditions in writing or by email. Where the Customer does not object within six weeks of receipt of the notice, the changes are deemed consented to.

Part B 2. Services of the Provider

Part B 2.1

Subject to the Customer’s compliance with this Agreement, the Provider grants the Customer a non-exclusive, non-transferable and non-sublicensable right of use to the Software and the provision of storage space on the Provider’s servers (“Software-as-a-Service Services”) against payment of the agreed remuneration.

Part B 2.2

The Provider’s obligations are limited as set out in Part A, Section 2.2.

Part B 2.3

The Provider may engage subcontractors in the allocation of storage space and the provision of the Services.

Part B 3. Order Process

Part B 3.1

During the Order Process, the Customer shall specify its corporate information, invoice data and organisational contact. The Provider’s acceptance is made by email. The Agreement is formed upon such acceptance.

Part B 4. Provision of Software

Part B 4.1

The Provider shall make the Software available via the internet for the duration of the Agreement in the then-current version and shall continue to develop it through regular updates and upgrades.

Part B 4.2

The Provider is not responsible for the Customer’s hardware, software or telecommunications connection.

Part B 5. Rights of Use

Part B 5.1

For the duration selected in the Order Process, the Provider grants the Customer a simple, non-exclusive, non-transferable and non-sublicensable right to use the Software as intended.

Part B 5.2

The Customer may reproduce the Software only to the extent necessary for intended use, may use it solely for its own business, and shall not make it available to or resell to third parties.

Part B 6. Storage Space

Part B 6.1

The Provider shall provide the Customer with storage space on its servers to the agreed extent. The Customer shall not transfer that storage to third parties.

Part B 7. Service Level and Support

Part B 7.1

Availability is calculated quarterly. Downtime not attributable to the Provider is counted as available time. Exclusions are as set out in Part A, Section 7.2.

Part B 7.2

Support is available Monday–Friday 09

Part B 8. Customer Data

Part B 8.1

The Customer shall provide the data necessary for the Services. The Provider may, but is not obliged to, check the lawfulness of intended Market Data use.

Part B 9. Warranty

Part B 9.1

The Services are provided on an “AS IS” and “AS AVAILABLE” basis. The Provider disclaims all warranties not expressly set out in this Agreement, to the fullest extent permitted by applicable law, including implied warranties of merchantability, fitness for a particular purpose and non-infringement.

Part B 10. Remuneration

Part B 10.1

The remuneration is governed by the Provider’s current pricing terms, reviewable on the Provider’s website and as part of the Order Process.

Part B 10.2

The Provider may adjust the remuneration in line with cost development as further specified in Part A, Section 10.2, with at least six weeks’ advance notice in text form.

Part B 10.3

All amounts are net, exclusive of any applicable taxes. All payments are made through the payment portal provided by the Provider.

Part B 10.4

The Provider’s claim to remuneration arises with the conclusion of the Agreement and is independent of actual use.

Part B 10.5

The Customer may only offset claims that are legally established or undisputed.

Part B 10.6

Late payments bear interest at 1.5% per month calculated daily and compounded monthly, or the highest rate permitted under applicable law, whichever is lower. The Customer shall reimburse reasonable collection costs (including attorneys’ fees, court costs and collection-agency fees). If default continues for 30 days after written notice, the Provider may suspend the Services until all overdue amounts are paid.

Part B 11. Customer Obligations

Part B 11.1

The Customer is responsible for its data, virus protection, prevention of unauthorised access, and lawful use of the Services, consistent with Part A, Section 11.

Part B 11.2

The Customer shall indemnify the Provider against third-party claims arising from breach of these obligations.

Part B 12. Force Majeure

Part B 12.1

The Provider shall not be liable for any failure to perform as a result of causes beyond its reasonable control (a “Force Majeure Event”), consistent with Part A, Section 12.

Part B 13. Term and Termination

Part B 13.1

The minimum term is determined by the Agreement duration selected in the Order Process and begins with the operational provision of the Software. It is automatically extended at the end of the term by the selected minimum contract term.

Part B 13.2

The Agreement can be terminated with three months’ notice (two weeks for monthly or quarterly offers).

Part B 13.3

The Provider may terminate for cause in the events set out in Part A, Section 14.3, including insolvency, assignment for the benefit of creditors, or a petition under any applicable bankruptcy or insolvency law.

Part B 13.4

Terminations must always be made in writing.

Part B 14. Data Protection and Privacy

Part B 14.1

The Parties undertake to comply with applicable data-protection laws. Where personal data of EU data subjects is processed, Part A’s Agreement on Commissioned Processing applies as if incorporated here, together with the Standard Contractual Clauses (Module 2, Commission Implementing Decision (EU) 2021/914) and any additional safeguards required.

Part B 15. Confidentiality

Part B 15.1

Confidentiality obligations follow Part A, Section 16, including protection of Provider Materials as Confidential Information and customary exceptions.

Part B 16. Intellectual Property

Part B 16.1

All intellectual-property rights in the Software, Market Data and related materials remain with the Provider. The Customer retains all rights in its Customer Data.

Part B 17. Records and Audit

Part B 17.1

The Customer agrees to maintain complete and accurate records during the Term and for five years after termination or expiration of this Agreement, to the extent necessary for audits consistent with Part A, Section 16.3.

Part B 18. Limitation of Liability

Part B 18.1

To the maximum extent permitted by applicable law, neither Party is liable for any indirect, incidental, consequential, special, exemplary or punitive damages, including loss of profits, revenue, data or goodwill.

Part B 18.2

Each Party’s aggregate liability arising out of or related to this Agreement shall not exceed the fees paid or payable by the Customer to the Provider during the 12 months preceding the event giving rise to liability.

Part B 18.3

The limitations in this Section do not apply to (a) a Party’s indemnification obligations; (b) breaches of confidentiality; (c) a Party’s infringement of the other’s intellectual-property rights; or (d) amounts due under the Agreement.

Part B 19. Indemnification

Part B 19.1

The Provider shall defend and indemnify the Customer against third-party claims alleging that the Services, as provided by the Provider and used in accordance with this Agreement, infringe any US patent, copyright or trade secret.

Part B 19.2

The Customer shall defend and indemnify the Provider against third-party claims arising from (a) the Customer Data, (b) the Customer’s breach of this Agreement, or (c) the Customer’s use of the Services in violation of law.

Part B 20. Assignment

Part B 20.1

Neither Party may assign this Agreement without the other Party’s prior written consent, except that either Party may assign to a successor in connection with a merger, acquisition or sale of all or substantially all assets.

Part B 21. Notices

Part B 21.1

Notices shall be given in writing to the addresses set out in the Order Confirmation or to such other address as a Party may designate in writing, and are effective upon receipt.

Part B 22. Surviving Terms

Part B 22.1

Any provision that by its nature should survive termination will so survive, including Sections 15 (Confidentiality), 16 (IP), 17 (Records), 18 (Limitation), 19 (Indemnification), 22 (Survival), and 24 (Governing Law and Jurisdiction).

Part B 23. Severability and Waiver

Part B 23.1

If any provision is held invalid or unenforceable, the remaining provisions remain in effect. No waiver is effective unless in writing and signed by the waiving Party.

Part B 24. Governing Law and Jurisdiction

Part B 24.1

This Agreement is governed by the laws of the State of New York, without regard to its conflict-of-laws rules.

Part B 24.2

Any dispute arising out of or in connection with this Agreement shall be resolved by final and binding arbitration administered by the International Centre for Dispute Resolution under its International Arbitration Rules, seated in New York, New York, in English. Judgment on the award may be entered in any court of competent jurisdiction.

Part B 25. Entire Agreement

Part B 25.1

This Agreement, together with the applicable Order Confirmation, constitutes the entire agreement of the Parties with respect to its subject matter. Any amendment requires text form to be effective.

Agreement on Commissioned Processing — Part B

Where personal data of EU data subjects is processed under Part B, the Agreement on Commissioned Processing set out in Part A, Section II, applies mutatis mutandis, together with the applicable Standard Contractual Clauses (Commission Implementing Decision (EU) 2021/914, Module 2: Controller to Processor) and any supplementary measures required to ensure an essentially equivalent level of protection.

The Annexes (processing description, technical and organisational measures, subprocessors) set out in Part A apply equally to Part B customers.