Service Terms

Future Demand GmbH · Version 3 · Effective 11 June 2026

Software-as-a-Service Agreement for business customers, including the Agreement on commissioned processing under Article 28 GDPR. Updated to reflect Regulation (EU) 2023/2854 (Data Act) and to strengthen protection of the Provider’s confidential information, trade secrets and intellectual property after termination.

Convenience translation — binding version in German. This English text is provided for convenience only. Part A is binding in its German version; see /legal/terms/v3/de. Part B (United States / Canada) is in English only and is binding as such.

About this version

This version (v3) retains the full structure of version 2 (Scope; Part A — worldwide excluding the United States and Canada, binding in German; the Article 28 GDPR Agreement on commissioned processing and its Annexes; and Part B — United States and Canada) and strengthens protection for the Provider’s confidential information, trade secrets, methodology and intellectual property after termination.

Scope

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

Part A — Service Agreement

Worldwide, excluding the United States of America and Canada.

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 (“Software”) in the business-to-business market and provides all related services. The Provider grants the Customer the temporary use of the Software via a telecommunications connection, storage space for application data and the service levels described in this Agreement. The specific services, scope and prices are set out in the applicable Quote or Order Confirmation (“Agreement”).

1.2

These Terms and Conditions together with the specifications in the Quote or Order Confirmation contain the entirety of the terms applicable between the Parties. Terms departing from these Terms and Conditions shall only apply if confirmed in text form by the Provider.

1.3

The Provider may change these Terms and Conditions from time to time. Non-material changes (clarifications, corrections, new features on equivalent commercial terms, or legal-compliance updates) will be notified at least six weeks in advance in text form; silence after that period constitutes consent. Material changes — including any change to price, term, notice period, warranty, limitations of liability, or the Switching, Portability and Exit provisions — require the Customer’s active consent. Continued use does not constitute acceptance of a material change.

2. Services of the Provider

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 storage space on the Provider’s servers (“Software-as-a-Service Services” or “Services”) against payment of the agreed remuneration.

2.2

The Provider does not owe any services other than the agreed Services. In particular, the Provider is not obligated:

• 2.2.1 to check the forecast result of the Services as a pure forecasting instrument for 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 under Section 8 for accuracy; “Market Data” means data the Provider makes available to the Customer for analysis and obtains from various sources;
• 2.2.3 to verify whether the Customer’s intended use of the Market Data is lawful;
• 2.2.4 to provide information about or name any source of Market Data.

2.3

The Provider may engage subcontractors and subprocessors in the provision of the Services. A current list is maintained at /legal/subprocessors. Notification is handled pursuant to the Agreement on commissioned processing in Part A, Section II.

3. Order Process

3.1

During the Order Process, the Customer shall specify its corporate information, invoice data, organisational contact, billing term (quarterly or annual) and scope of Services. The Provider’s acceptance is made in text form (including email or electronic signature platform). The Agreement is formed upon such acceptance.

3.2

Before the conclusion of the Agreement, the Provider makes available the information required under Article 26 of Regulation (EU) 2023/2854 (“Data Act”), including the nature of the Services, the processing locations, the switching mechanics set out in Section 15 of this Part A, and the categories of exportable data and digital assets.

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 set out in the Quote or Order Confirmation, in the then-current version.

4.2

The Software is provided ready for operation once the Provider has notified the Customer of activation or transmitted the activation codes.

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 Customer’s hardware, software or telecommunications connection.

5. Rights of Use to the Software

5.1

The Provider grants the Customer, for the agreed duration, the simple, non-exclusive, non-transferable and non-sublicensable right to use the Software as intended.

5.2

The Customer may reproduce the Software only as necessary for the intended use. This includes loading into RAM on the Provider’s server, but not the — even temporary — installation or storage on the Customer’s data carriers.

5.3

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

5.4

The Customer shall not make the Software available to, or resell it to, any third party, whether for payment or free of charge.

5.5

If the Provider makes new versions, updates, upgrades or other new deliveries, 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 its 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 Services are considered available if they could be accessed during the respective period.

7.2

For the calculation, downtime not attributable to the Provider is counted as available time. The Provider is not responsible for any delay or failure caused in whole or part by: (a) maintenance agreed with the Customer; (b) unforeseen necessary maintenance (force majeure, hardware failures, strikes, natural disasters); (c) virus or hacker attacks despite usual protective measures; (d) Customer specifications or failure to cooperate; (e) Customer blocking console or remote access; (f) Software manufacturer specifications; (g) urgent security patches; (h) software errors in Customer applications; (i) circumstances outside the Provider’s control.

7.3

The Provider provides a support service on working days (Mon–Fri, except German public holidays) between 09:00 and 16:00 CET via support.future-demand.com.

7.4

Where specific service levels are committed in the Quote or Order Confirmation, response deadlines are three hours for Priority 1 (full system outage > 2h), eight hours for Priority 2 (availability below 70% over > 3h), and five hours for Priority 3 (availability below 50% over > 2h). The deadline is met by acknowledging receipt and providing an initial diagnosis, solution or containment measure.

8. Customer Data

8.1

The Customer shall provide the Provider with the data necessary for the use of the Services.

8.2

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

8.3

The Customer retains all rights in its Customer Data. Export on exit is governed by Section 15.

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 modification: 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 and Billing

10.1

The remuneration payable by the Customer is set out in the applicable Quote or Order Confirmation.

10.2

Billing is fully upfront: the full amount for the selected billing term (quarterly or annual) is due at the beginning of that term. No arrears, monthly or pro-rata invoicing is offered. Variable or usage-based fees are billed upfront on an estimated basis and reconciled at the end of the term, or added to the next upfront invoice.

10.3

All amounts are net of any applicable VAT or other taxes. The Provider issues invoices electronically, for German business Customers in a structured e-invoice format (XRechnung or ZUGFeRD) where required.

10.4

The Provider’s claim to remuneration for a given billing term arises with conclusion of the Agreement or start of the term, whichever is later, and is independent of actual use. Upon termination by the Customer (including under the Switching right in Section 15), prepaid fees for the current term are non-refundable; no claim arises for subsequent terms.

10.5

The Provider may adjust the remuneration at its reasonable discretion in line with cost development (hardware, software, energy, communications networks, annual ticket capacity, labour costs, regulatory framework). Cost increases in one category may only trigger a price increase to the extent not offset by decreases in others. The Provider will notify in text form at least six weeks before the change takes effect. In the event of a price increase, the Customer may terminate with effect from the date the increase takes effect; until then, the existing price applies.

10.6

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

10.7

On late payment: (a) interest at 9 percentage points above the base rate p.a.; (b) reimbursement of reasonable collection costs including attorneys’, court and collection-agency fees; (c) if default continues for 30 days after written notice, the Provider may suspend the Services until all overdue amounts and interest are paid.

11. Obligations and Duties of the Customer

11.1

The Customer is responsible for entering and maintaining the required data and shall check it for viruses before input using state-of-the-art virus protection.

11.2

The Customer shall prevent unauthorised third-party access through appropriate precautions, keep access credentials confidential, and notify the Provider immediately upon any suspected compromise.

11.3

The Customer shall not use the Services for racist, discriminatory, pornographic, minor-endangering, politically extreme or otherwise unlawful purposes. On justified suspicion, the Provider may immediately block the storage space and lifts the block 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

Neither Party is liable for non-performance caused by events beyond its reasonable control (force majeure, terror, governmental orders, fires, floods, earthquakes, storms, communications or utility outages, labour disputes, supplier failure, epidemic/pandemic).

13. Liability

13.1

Liability for intent and gross negligence is unlimited.

13.2

For slight negligence, the Provider is liable only for breach of a cardinal duty, limited to the foreseeable damage typical for the type of contract.

13.3

Aggregate liability per contract year is limited to the fees paid or payable in the preceding twelve months. Intent, gross negligence, injury to life, body or health, and Product Liability Act remain unaffected.

14. Term and Termination

14.1

The minimum term is the billing term selected in the Order Process (three or twelve months) and begins with operational provision of the Software. The Agreement automatically renews for the same billing term unless terminated under this Section 14 or Section 15.

14.2

Ordinary termination by the Customer requires a notice period of no more than two months, effective at the end of the current billing term. Additionally, the Customer may exercise the Switching right in Section 15, allowing mid-term termination with two months’ notice.

14.3

The right to terminate without notice for good cause remains unaffected, in particular for payment default despite reminder and grace period, or breach of use provisions. A text-form warning with reasonable cure period is required.

14.4

Terminations must be made in text form (§ 126b BGB), including by email or through the Customer Portal. The Provider confirms receipt within five working days.

15. Switching, Portability and Exit

This Section implements the Customer’s rights under Chapter VI of Regulation (EU) 2023/2854 (“Data Act”). It applies notwithstanding any longer term or notice period agreed elsewhere.

15.1 Switching right

The Customer may at any time initiate a switch to another provider or to an on-premise environment by giving the Provider notice in text form. The notice period shall not exceed two months, beginning on the day the Provider confirms receipt. Termination takes effect upon completion of the switching process or, where no data switch is wanted, upon deletion of exportable data per the Customer’s instructions.

15.2 Exportable data

On request, the Provider exports to the Customer or a designated receiving provider (a) raw input data, (b) derived and pre-processed data generated in the Services, and (c) digital assets the Customer is entitled to use, in a machine-readable, commonly used and structured format.

15.3 Switching process and timelines

The Provider shall commence switching within a reasonable time, in any event within the two-month notice period, and complete the transfer within thirty days after the notice period. Where technically impossible, the period may be extended to a maximum of seven months upon prior written justification, with continued provision of the Services.

15.4 Switching charges

Until 11 January 2027, the Provider may charge only actual costs directly incurred for switching; such charges must be documented and reasonable. From 12 January 2027, no switching charges may be levied.

15.5 Fees during the notice period

Prepaid fees for the current term remain payable and non-refundable per Section 10.4. No fees accrue for subsequent terms.

15.6 Cooperation

The Parties cooperate in good faith to ensure a seamless switch. The Provider maintains the functional equivalence of the Services during the notice period.

15.7 Post-exit deletion

No later than thirty days after termination takes effect, the Provider deletes the Customer’s personal data, subject to statutory retention obligations, and confirms deletion in text form on request.

16. Data Protection

16.1

The Parties observe data-protection law and impose corresponding obligations on their employees and subprocessors. Where required, the Agreement on commissioned processing under Art. 28 GDPR in Part A, Section II applies.

17. Confidentiality, Non-Use and Trade Secrets

17.1

Each Party treats the other’s Confidential Information in strict confidence, uses it solely for contract purposes, and imposes equivalent obligations on its representatives. “Confidential Information” of the Provider includes, without limitation, the Software, Market Data, the Provider’s methodology, forecasting and audience models, cluster logic, algorithms, scoring and ranking approaches, data structures, interfaces, and non-public technical, commercial and operational information, whether or not marked as confidential.

17.2

Obligations do not apply to information that is publicly available without breach, was previously known to the receiving Party free of any confidentiality obligation, was independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information, or must be disclosed by law, court or authority (in which case the receiving Party gives prior notice where lawful and limits disclosure to what is required).

17.3 Post-termination non-use

During the term and after termination, for as long as the information remains a trade secret or otherwise confidential, the Customer shall not — and shall ensure that its affiliates, personnel, contractors, agents and partners do not — use or disclose the Provider’s Confidential Information to develop, or to assist or enable any third party (including any CRM, technology, agency or analytics supplier) to develop, any product, service, model or dataset. The carve-outs in Section 17.2 continue to apply. This Section 17.3 survives termination of the Agreement.

17.4 Trade-secret protection

The Provider’s methodology, forecasting and audience models, cluster logic, algorithms, data structures, and non-public technical, commercial and operational information are trade secrets within the meaning of § 2 No. 1 of the German Trade Secrets Act (Gesetz zum Schutz von Geschäftsgeheimnissen, “GeschGehG”). The Provider takes reasonable steps under the circumstances to keep them secret, including the technical and organisational measures in Annex 2, access controls, need-to-know restrictions and confidentiality undertakings. The Customer shall not obtain, use or disclose these trade secrets in a manner prohibited by § 4 GeschGehG. The Provider’s remedies under §§ 6 to 8 GeschGehG and the lawful-acquisition exceptions in § 3 GeschGehG remain unaffected; reverse engineering is governed by Section 18.3.

17.5 Flow-down to third parties

Where the Customer gives any third party — including a CRM, technology, agency or analytics supplier — access to the Services or to the Provider’s Confidential Information, the Customer shall first bind that third party in writing to confidentiality, non-use and anti-reverse-engineering obligations at least as protective as Sections 17 to 19. The Customer remains fully responsible and liable for any act or omission of such third party as if it were the Customer’s own, and shall on request name the third parties to which it has granted such access.

18. Intellectual Property

18.1

All intellectual-property rights in the Software, Market Data, documentation and related materials remain with the Provider.

18.2

The Customer retains all rights in its Customer Data. Export on exit is governed by Section 15.

18.3 Anti-reverse-engineering and no-derivation

The Customer shall not, and shall not permit any third party (including through the Customer’s access or credentials) to: (a) reverse engineer, decompile, disassemble or otherwise attempt to derive or reconstruct the source code, underlying methodology, models, algorithms, cluster logic or data structures of the Software; (b) copy or imitate the look-and-feel, user interface or user experience of the Software; or (c) benchmark, test or analyse the Software for the purpose of building, or assisting a third party to build, a competing or substantially similar product or service. Mandatory statutory rights remain unaffected: any decompilation that is indispensable to obtain the information necessary to achieve interoperability under § 69e UrhG, and acts of error correction and intended use under § 69d UrhG, remain permitted to the extent these rights cannot validly be excluded by contract.

19. Non-Replication

19.1

During the term and for 18 months after termination, the Customer shall not use the Provider’s Confidential Information, trade secrets, Market Data, methodology, models or any other materials, insights or access obtained under this Agreement to build, commission, fund, or assist any third party in building a product or service that is substantially similar to, or that competes with, the Software.

19.2 Scope

This Section restricts only the use of the Provider’s Confidential Information, trade secrets and materials. It is not a general non-compete. The Customer remains free to carry on any business, to use the general knowledge, skills and experience retained by its personnel in unaided memory, and to develop or procure products and services that are independently created without use of or reference to the Provider’s Confidential Information or materials (see the carve-outs in Section 17.2).

19.3 Reasonableness and reduction

The Parties intend this restriction to be limited to what is necessary to protect the Provider’s trade secrets and legitimate business interests and to be reasonable in period, scope and activity. If a court or tribunal of competent jurisdiction holds the period, scope or restricted activity to be wider than enforceable, it shall apply with the narrowest modification necessary to be enforceable; the remainder of the Agreement is preserved in accordance with Section 22.

20. Injunctive Relief

20.1

The Customer acknowledges that a breach or threatened breach of Section 17, Section 18 or Section 19 may cause the Provider serious harm that may not be adequately remedied by damages alone. In addition to damages and any other remedy available at law or under this Agreement, the Provider is entitled to seek interim and final injunctive relief, an order to cease and desist, and other equitable relief (in Germany including an einstweilige Verfügung and a claim for Unterlassung), without being required to prove actual damage and, to the extent permitted by law, without being required to provide security. The remedies available under §§ 6 to 8 GeschGehG remain unaffected.

21. Assignment

21.1

Assignments require the other Party’s prior text-form consent; the Provider may however assign to affiliates or in connection with M&A transactions.

22. Severability

22.1

If any provision is or becomes invalid, the remaining provisions remain in effect. The Parties replace the invalid provision with a valid one that comes closest to its economic intent.

22.2

In particular, if the post-termination duration, scope or restricted activity in Section 19 is held to exceed what is enforceable, that Section shall not fail in its entirety but shall apply with the shortest duration and narrowest scope and activity that are enforceable, and the remaining provisions of this Agreement stay in full force.

23. Governing Law and Jurisdiction

23.1

The laws of the Federal Republic of Germany apply, excluding the UN Convention on Contracts for the International Sale of Goods.

23.2

The exclusive place of jurisdiction is Berlin, Germany.

24. Surviving Terms

24.1

Provisions intended by their nature to survive survive termination, including: confidentiality, non-use and trade-secret protection (Section 17, including post-termination non-use under 17.3 and flow-down under 17.5); intellectual property and the anti-reverse-engineering / no-derivation obligation (Section 18, including 18.3); non-replication (Section 19, for its defined period); injunctive relief (Section 20); return/deletion; liability; governing law; and Switching, Portability and Exit until completion of the switch.

25. Entire Agreement and Amendments

25.1

This Agreement together with the Quote or Order Confirmation and these Terms and Conditions constitutes the entire agreement.

25.2

Amendments require text form; Section 1.3 applies to non-material changes.

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 Services. The subject, nature, purpose, types 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 Service Agreement. Obligations relating to confidentiality, return/deletion and audit survive termination.

DPA 3. Rights and Obligations of the Controller

DPA 3.1

The Controller is responsible for lawfulness of processing and protection of data-subject rights.

DPA 3.2

Instructions are given in text form. Verbal instructions must be confirmed in text form without undue delay.

DPA 4. Obligations of the Processor

DPA 4.1

The Processor processes personal data only on documented instructions, unless legally required otherwise.

DPA 4.2

The Processor ensures that all authorised persons are under confidentiality obligations.

DPA 4.3

The Processor implements measures required by Art. 32 GDPR (Annex 2).

DPA 4.4

The Processor notifies personal-data breaches without undue delay.

DPA 4.5

The Processor assists the Controller with data-subject rights and Art. 32–36 GDPR through appropriate measures.

DPA 4.6

The Processor makes available all information necessary to demonstrate compliance with Art. 28 GDPR and enables audits and inspections.

DPA 5. Subprocessors

DPA 5.1

The Controller grants general authorisation to engage subprocessors. The current list is maintained at /legal/subprocessors. Controllers can subscribe to change notifications there.

DPA 5.2

Additions or replacements are notified in text form at least four weeks in advance; the Controller may object on data-protection grounds.

DPA 5.3

Upon justified objection, the Processor refrains or proposes an alternative. Without agreement, the Controller may terminate per Part A, Section 15 (Switching right); fees follow Section 10.4.

DPA 5.4

The Processor imposes equivalent obligations on subprocessors by contract.

DPA 6. Return or Deletion of Personal Data

DPA 6.1

On termination, the Processor deletes or returns all personal data at the Controller’s choice, in accordance with Part A, Section 15, and subject to statutory retention obligations.

DPA 7. International Data Transfers

DPA 7.1

Third-country transfers only occur on documented instructions or under Union law, relying on an adequacy decision, Standard Contractual Clauses, or another Chapter V GDPR mechanism.

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, and related analytics for business customers in live-entertainment, cultural, and events sectors.

Nature of personal data:

• Professional contact and work-organisation data: surname, first name, gender, address, email, phone.
• Private contact and identification data: name, gender, address, email, phone, birthday.
• Contract and transaction data: purchased products, date of purchase, price, warranties, usage/log data.
• Data on personal circumstances: marital status, where provided data on spouse/children.
• Bank details: IBAN/BIC.

Categories of data subjects:

• Customers of the Controller.
• Other natural persons whose data the Controller lawfully obtains.

Annex 2 — Technical and Organisational Measures

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

• Locked entrance doors, security locks, escorted visitors, video surveillance.
• Operation in external data centres with provider-guaranteed access control.
• User rights/profiles, encryption/VPN, firewalls, enforced password policy.
• Task-related individual rights, regularly reviewed; hardware-encrypted mobile devices.
• Separation of productive/test systems, authorisation concept, defined database rights.

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

• Encrypted exchange platforms; register of processing activities.
• VPN between client and server; only encrypted company data carriers.
• Automated logging of input/change/deletion; traceability via individual users.

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

• Availability control via regular backups.

Regular review (Art. 32(1)(d), Art. 25(1) GDPR):

• Careful selection of contractors, clear contracts, oversight by management/DPO.
• Documented data-protection management system, regular training, appointed DPO.
• 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 — United States of America and Canada

English only. Part B applies where the Customer has its registered office, head office or principal place of business in the United States of America or Canada. Defined terms carry the same meaning as in Part A unless expressly modified. Except as varied below, the provisions of Part A apply mutatis mutandis.

Part B 1. General Provisions

Part B 1.1

Future Demand GmbH, Köpenicker Str 145, 10997 Berlin, Germany, HRB 231043 B (“Provider”), develops and distributes Software in the business-to-business market. The specific services, scope and prices are set out in the applicable Quote or Order Confirmation. The Parties enter into a Software-as-a-Service Agreement (“Agreement”) through the Order Process on the Provider’s Website or through an Order Confirmation issued by the Provider.

Part B 1.2

Part A, Section 1.3 (amendments) applies mutatis mutandis.

Part B 2. Services, Provision, Rights of Use, Storage, SLA, Customer Data

Part B 2.1

Part A, Sections 2 through 8 apply mutatis mutandis.

Part B 3. Warranty

Part B 3.1

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

Part B 4. Remuneration and Billing

Part B 4.1

Billing is fully upfront: the full amount for the selected billing term (quarterly or annual) is due at the beginning of that term. No arrears, monthly or pro-rata invoicing is offered. Variable or usage-based fees are billed upfront on an estimated basis and reconciled at the end of the term, or added to the next upfront invoice.

Part B 4.2

All amounts are net, exclusive of any applicable sales taxes, VAT, GST, HST or similar, which will be added at the statutory rate. Payments are made through the payment portal provided by the Provider.

Part B 4.3

The Provider’s claim to remuneration for a given billing term arises with conclusion of the Agreement or start of the term, whichever is later, and is independent of actual use. Upon termination by the Customer, prepaid fees for the current billing term are non-refundable; the Provider shall have no claim in respect of subsequent billing terms.

Part B 4.4

The price adjustment provisions of Part A, Section 10.5 apply mutatis mutandis.

Part B 4.5

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. Part A, Section 10.7 otherwise applies mutatis mutandis.

Part B 5. Term and Termination

Part B 5.1

The minimum term is the billing term selected in the Order Process (three or twelve months) and begins with operational provision of the Software. The Agreement automatically renews for the same billing term unless terminated in accordance with this Section.

Part B 5.2

Ordinary termination requires notice in text form. For quarterly terms, the notice period is two weeks before the end of the current term. For annual terms, the notice period is three months before the end of the current term. Prepaid fees for the current term are non-refundable.

Part B 5.3

Part B Customers are not covered by the switching rights of Regulation (EU) 2023/2854. Nonetheless, the Provider offers reasonable exit support on termination, including export of raw input data and derived data in a machine-readable, commonly used and structured format, at the Provider’s then-current exit-support rates. Receiving such exported data does not grant the Customer any right to the Provider’s Confidential Information, trade secrets, methodology or models, and does not displace the obligations in Part B Section 9.

Part B 5.4

No later than thirty days after termination takes effect, the Provider shall delete the Customer’s personal data from its systems, subject to retention obligations required by applicable law, and shall confirm such deletion in text form on request.

Part B 6. Data Protection and Privacy

Part B 6.1

The Parties comply with applicable data-protection laws, including, where applicable, the California Consumer Privacy Act (CCPA) as amended by the CPRA, and the Canadian Personal Information Protection and Electronic Documents Act (PIPEDA).

Part B 6.2

Where personal data of EU data subjects is processed, the Agreement on Commissioned Processing in Part A, Section II, 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 7. Limitation of Liability

Part B 7.1

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 7.2

Each Party’s aggregate liability shall not exceed the fees paid or payable by the Customer during the twelve months preceding the event giving rise to liability.

Part B 7.3

The limitations do not apply to (a) indemnification obligations, (b) breach of confidentiality, non-use or trade-secret obligations, (c) infringement or misappropriation of intellectual property or trade secrets, (d) breach of the non-replication or anti-reverse-engineering obligations, or (e) amounts due under the Agreement.

Part B 8. Indemnification

Part B 8.1

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

Part B 8.2

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 9. Confidentiality, Non-Use, Trade Secrets, Anti-Reverse-Engineering and Non-Replication

Part B 9.1 Confidential Information and non-use

Each Party treats the other’s Confidential Information in strict confidence and uses it solely for the purposes of this Agreement. The Provider’s “Confidential Information” includes, without limitation, the Software, Market Data, the Provider’s methodology, forecasting and audience models, cluster logic, algorithms, scoring and ranking approaches, data structures, interfaces, and non-public technical, commercial and operational information. The exceptions are information that is publicly available without breach, was previously known free of any confidentiality obligation, was independently developed without use of the disclosing Party’s Confidential Information, or must be disclosed by law or legal process (with prior notice where lawful). During the term and after termination, for as long as the information remains confidential or a trade secret, the Customer shall not — and shall ensure its affiliates, personnel, contractors, agents and partners do not — use or disclose the Provider’s Confidential Information to develop, or to assist or enable any third party to develop, any product, service, model or dataset.

Part B 9.2 Trade secrets

The Provider’s methodology, models, cluster logic, algorithms, data structures and non-public technical, commercial and operational information constitute trade secrets under the US Defend Trade Secrets Act, 18 U.S.C. §§ 1836 et seq. (“DTSA”), and applicable US state law (including the trade-secret law of the State of New York), and, for Canadian Customers, are subject to protection for breach of confidence at common law and under applicable provincial law. The Provider takes reasonable measures to keep this information secret. The Customer shall not misappropriate, use or disclose such trade secrets except as permitted under this Agreement.

Part B 9.3 DTSA immunity notice

Notice under 18 U.S.C. § 1833(b): an individual shall not be held criminally or civilly liable under any federal or state trade-secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Part B 9.4 Anti-reverse-engineering and no-derivation

The Customer shall not, and shall not permit any third party (including through the Customer’s access or credentials) to: (a) reverse engineer, decompile, disassemble or otherwise attempt to derive or reconstruct the source code, underlying methodology, models, algorithms, cluster logic or data structures of the Software; (b) copy or imitate the look-and-feel, user interface or user experience of the Software; or (c) benchmark, test or analyse the Software for the purpose of building, or assisting a third party to build, a competing or substantially similar product or service, except to the narrow extent applicable law expressly permits and such right cannot be waived by contract.

Part B 9.5 Non-replication

During the term and for 18 months after termination, the Customer shall not use the Provider’s Confidential Information, trade secrets, Market Data, methodology, models or any other materials, insights or access obtained under this Agreement to build, commission, fund, or assist any third party in building a product or service that is substantially similar to, or that competes with, the Software. This Section is a restrictive covenant limited to the use of the Provider’s Confidential Information, trade secrets and materials and is not a general non-compete; the Customer remains free to carry on any business and to develop products independently created without use of the Provider’s Confidential Information or materials. The Parties intend this covenant to be reasonable and enforceable; if a court holds any part overbroad, it shall be enforced to the maximum extent permitted by applicable law and otherwise reformed or severed in accordance with Part B Section 11 and applicable law.

Part B 9.6 Flow-down to third parties

Where the Customer gives any third party — including a CRM, technology, agency or analytics supplier — access to the Services or to the Provider’s Confidential Information, the Customer shall first bind that third party in writing to confidentiality, non-use and anti-reverse-engineering obligations at least as protective as this Section 9, and remains fully responsible and liable for any act or omission of such third party as if it were the Customer’s own.

Part B 9.7 Injunctive relief

The Customer acknowledges that a breach or threatened breach of this Section 9 may cause the Provider irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedy, the Provider is entitled to seek temporary, preliminary and permanent injunctive and other equitable relief, without the necessity of proving actual damages and, to the extent permitted by applicable law, without the requirement to post bond or other security. Notwithstanding the arbitration provision in Part B Section 12.2, either Party may apply to a court of competent jurisdiction for interim or preliminary injunctive or equitable relief to protect Confidential Information, trade secrets or intellectual property pending the constitution of the arbitral tribunal, without waiving arbitration.

Part B 9.8 Survival

This Section 9 survives termination of the Agreement.

Part B 10. Miscellaneous

Part B 10.1

To the extent not addressed in Part B Section 9, the provisions of Part A on confidentiality, intellectual property, assignment, severability, and surviving terms apply mutatis mutandis.

Part B 10.2

Notices shall be given in text form to the addresses set out in the Order Confirmation or to such other address as a Party may designate; they are effective upon receipt.

Part B 11. Severability

Part B 11.1

If any provision of Part B is held invalid or unenforceable, the remaining provisions remain in full force. A provision held overbroad — in particular the non-replication covenant in Part B Section 9.5 — shall, to the maximum extent permitted by applicable law, be reformed and enforced as narrowed (or, where reformation is not available under applicable law, severed) so as to give the greatest lawful effect to the Parties’ intent while preserving the remainder of the Agreement.

Part B 12. Governing Law and Dispute Resolution

Part B 12.1

This Agreement is governed by the laws of the State of New York (for US Customers) or the Province of Ontario (for Canadian Customers), without regard to conflict-of-laws rules.

Part B 12.2

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 (for US Customers) or Toronto, Ontario (for Canadian Customers), in English. Judgment on the award may be entered in any court of competent jurisdiction. This Section is subject to the right to seek interim injunctive relief from a court under Part B Section 9.7.

Part B 13. Entire Agreement

Part B 13.1

This Agreement, together with the applicable Quote or Order Confirmation, constitutes the entire agreement of the Parties. Any amendment requires text form to be effective.