Terms of Service

Version 1.3 - Effective 5 August 2026

These Terms of Service (the "Terms") govern your access to and use of the Realytics platform, websites, APIs, data, reports and related services (together, the "Service").

Please read clause 22 (Dispute Resolution) carefully. It requires most disputes to be resolved by binding arbitration seated in Nicosia, Cyprus, and it limits the forums in which you may bring a claim.

Please also read clauses 10.10 to 10.17 (prices and price increases) carefully. We may increase the Fees for your plan on renewal. Any increase takes effect only from the start of your next renewal period, we will give you advance notice, and you may cancel before it takes effect.

Please also read clause 12 carefully. It explains what the Service does, that Realytics Output consists substantially of estimates and modelled values, that it is not professional advice, and that you are responsible for the business decisions you take. It also sets out what we will do if Realytics Output is materially wrong.

Business customers only. The Service is offered exclusively to businesses and to individuals acting for purposes relating to their trade, business, craft or profession. It is not offered to consumers. By accepting these Terms you give the warranty set out in clause 2.3.

1. The agreement and the contracting entity

1.1 Acceptance

You accept these Terms by clicking to accept them, by executing an Order Form that references them, or by accessing or using the Service. If you accept these Terms on behalf of an entity, you warrant that you have authority to bind that entity, and "you" and "Customer" mean that entity.

1.2 Your counterparty

Your counterparty under these Terms is the Realytics entity identified in Schedule 1 by reference to the billing address on your account (the "Realytics Entity", and "Realytics", "we", "us" and "our" refer to that entity). Schedule 1 forms part of these Terms.

1.3 Principal, not agent

The Realytics Entity contracts with you as principal and on its own account. No other member of the Realytics group is a party to these Terms, and no other member of the group assumes any obligation or liability to you under or in connection with them. Nothing in these Terms creates any agency, partnership, joint venture or fiduciary relationship between you and any member of the Realytics group.

1.4 Documents forming part of the agreement

These Terms incorporate by reference, and you agree to, the following documents as published at the URLs below and as updated in accordance with clause 20:

1.5 Order of precedence

Where there is a conflict, the following order applies, from highest to lowest: (a) an executed Order Form; (b) the DPA; (c) these Terms; (d) the other documents listed in clause 1.4; (e) the Documentation.

1.6 Record of acceptance

We maintain a record of your acceptance of these Terms, including the account identifier, the version accepted, the date and time of acceptance, and the originating IP address. Each version of these Terms is identified by version number and effective date, and superseded versions remain accessible. You agree that this record, together with these Terms as published, constitutes a written agreement between us for all purposes, including for the purposes of section 7 of the Cyprus International Commercial Arbitration Law 101/1987.

2. Eligibility and business capacity

2.1 Eligibility

To use the Service you must be at least 18 years old, have the legal capacity to enter into a binding contract, and not be barred from receiving the Service under any applicable law, including sanctions and export control laws.

2.2 Registration information

You must provide accurate and complete registration information, including your legal entity name, registered address, and business, tax or billing details that we reasonably request to verify your account, issue invoices, comply with law and confirm business capacity. You must keep this information current.

2.3 Business capacity warranty

You represent and warrant that you are entering into these Terms for purposes relating to your trade, business, craft or profession, and not as a consumer. You acknowledge that we offer the Service, set our prices and accept the risks of providing the Service on the basis of this warranty, and that we would not contract with you on these Terms in its absence.

2.4 Where mandatory consumer law nonetheless applies

If, despite clause 2.3, mandatory consumer protection law of your country of habitual residence applies to your use of the Service, then: (a) nothing in these Terms excludes, restricts or derogates from any right you have under that law which cannot lawfully be excluded or restricted; (b) the arbitration agreement in clause 22.4 does not apply to you; and (c) the remainder of these Terms continues to apply to the fullest extent permitted. This clause 2.4 does not entitle you to assert consumer status where you have represented, or by your conduct or the information you supplied have created the impression, that you were acting in the course of a business.

2.5 Competitors

You may not access or use the Service, and may not permit any Authorised User to access or use the Service, if you are, or are acting on behalf of or for the benefit of, a person that offers or is developing any product or service that competes with the Service. We may require you to confirm your status at any time, and we may suspend or terminate access under clause 19 where we reasonably believe this clause has been breached.

3. Accounts, Authorised Users and security

3.1 Authorised Users

You may permit your employees and independent contractors to use the Service as "Authorised Users", up to the number of seats in your plan or Order Form. Each Authorised User must use unique credentials. Credentials may not be shared, transferred, resold or used concurrently by more than one individual.

3.2 Responsibility

You are responsible for all activity on your account, whether or not authorised by you, and for your Authorised Users' compliance with these Terms. Any act or omission of an Authorised User that would breach these Terms if it were your act or omission is treated as your breach.

3.3 Security

You must keep credentials confidential, use any multi-factor authentication we make available, and notify us without undue delay of any actual or suspected unauthorised access. We may require a password reset or suspend affected credentials where we reasonably believe security has been compromised.

4. Licence to use the Service

4.1 Grant

Subject to your compliance with these Terms and payment of all Fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence, during the Subscription Term, to access and use the Service and to use Realytics Output for your internal business purposes. This licence is conditional on your compliance with clause 5 (Restrictions) and clause 12.6 (Your decisions, and human review).

We grant this licence as owner or as authorised licensee of the relevant member of the Realytics group.

4.2 Realytics Output

"Realytics Output" means any data, metrics, estimates, indices, rankings, keyword or traffic data, reports, exports, visualisations, analyses and other materials that the Service generates or makes available to you, excluding Customer Data.

4.3 Permitted internal use

Internal business purposes include analysing Realytics Output for your own business, and incorporating limited extracts of Realytics Output into internal reports and into client deliverables prepared by you in the ordinary course of your business, provided that: (a) the extract is not the principal value of the deliverable; (b) you attribute the extract to Realytics; (c) you do not present Realytics Output as your own data product or as the output of any tool other than the Service; and (d) you comply with clause 12.8 (Passing Realytics Output to your clients and others).

4.4 Reservation

All rights not expressly granted are reserved. The Service is licensed, not sold. No rights are granted by implication, estoppel or otherwise.

5. Restrictions

5.1 General restrictions

You must not, and must not permit any person to:

(a) copy, reproduce, republish, distribute, transmit, sell, resell, license, sublicense, rent, lease, lend or otherwise make the Service or Realytics Output available to any third party, except as expressly permitted by clause 4.3;

(b) use the Service to build, train, benchmark, improve or support any product or service that competes with the Service, or provide the Service or Realytics Output to any competitor;

(c) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, algorithms, methodologies, data sources, models or underlying structure of the Service, except to the extent this restriction cannot be excluded under applicable law;

(d) access the Service by any automated means other than the API we make available, or circumvent, disable or interfere with any technical limitation, rate limit, quota, access control, authentication or security feature;

(e) scrape, crawl, spider, harvest, index or systematically extract data from the Service, or use any data mining, robot or similar data gathering or extraction method;

(f) exceed the usage, request-rate, volume, caching or retention limits applicable to your plan as set out in the Documentation;

(g) create multiple accounts, use false identities, or take any other step to evade seat limits, usage limits, plan entitlements, trial restrictions or a suspension or termination;

(h) remove, obscure or alter any proprietary notice, attribution or watermark;

(i) use the Service to infringe any intellectual property right, to violate any law, or to interfere with or disrupt the integrity, security or performance of the Service or the data contained in it;

(j) perform any penetration test, vulnerability scan, load test or security assessment of the Service without our prior written consent;

(k) use the Service to develop, offer or operate a substantially similar or substitute service, or to create any derivative dataset, index or database from Realytics Output; or

(l) permit any of the above.

5.2 Artificial intelligence and machine learning restriction

You must not, and must not permit any person to, provide, input, submit, upload, transmit or otherwise make available any Realytics Output to any large language model, generative artificial intelligence system, machine learning model, neural network or other automated system, whether operated by you or by a third party, for any purpose including training, fine-tuning, retrieval-augmented generation, embedding, indexing, grounding, evaluation, prompting or inference.

This restriction applies whether or not the system is publicly available and whether or not the Realytics Output is retained by the system.

We reserve all rights in Realytics Output, the Service, the Documentation and our websites for the purposes of text and data mining, machine learning, AI training, indexing, scraping and similar uses, including under Article 4(3) of Directive (EU) 2019/790 and equivalent laws. This contractual reservation is in addition to, and not in substitution for, any machine-readable reservation we publish.

This restriction does not apply to the extent we have expressly granted you a written permission that identifies you, the permitted systems and the permitted purposes. Any such permission is specific to you, is not transferable, and may be revoked in accordance with its terms. Use of artificial intelligence features that we ourselves provide within the Service is governed by the AI Features Terms and is not restricted by this clause 5.2.

5.3 Consequences of breach

A breach of clause 5.1(b), 5.1(d), 5.1(e), 5.1(g), 5.1(k) or 5.2 is a material breach that entitles us to suspend or terminate immediately under clause 19.2. You acknowledge that such a breach may cause us harm that is not adequately compensable in damages, and that we are entitled to seek injunctive relief under clause 22.6 in addition to any other remedy.

6. Customer Data and connected accounts

6.1 Definitions

"Customer Data" means data, content and materials that you or your Authorised Users upload to, submit to, or connect to the Service, including data obtained from Connected Accounts.

"Connected Account" means any third-party account, property or service that you connect to the Service, including web analytics, search console, advertising, e-commerce, customer relationship management and social media accounts.

"User Content" means Customer Data together with any feedback, prompts, instructions, configurations, annotations, comments and other content you or your Authorised Users provide to or through the Service.

6.2 Your ownership

You retain all right, title and interest in Customer Data. We claim no ownership of it.

6.3 Licence to us

You grant us and our group companies and sub-processors a worldwide, non-exclusive, royalty-free, sublicensable licence to host, store, copy, transmit, process, analyse, display and otherwise use User Content: (a) to provide, maintain, secure and support the Service; (b) to prevent fraud, abuse and breaches of these Terms; (c) to comply with law; and (d) as set out in clauses 6.5 and 6.6.

6.4 Your warranties regarding Customer Data and Connected Accounts

You represent and warrant, on a continuing basis, that:

(a) you own or have all rights, licences, consents, permissions and authority necessary to provide User Content to us and to grant the licences in clauses 6.3, 6.5 and 6.6;

(b) in respect of each Connected Account, you are the owner of the account or property, or you have been authorised by the owner to connect it to the Service and to permit the uses described in clauses 6.3, 6.5 and 6.6, and that authority extends to any property you connect on behalf of a client;

(c) User Content does not infringe any third-party right and does not breach any applicable law, including data protection law; and

(d) where User Content includes personal data, you have a lawful basis for providing it to us and for the processing described in these Terms and the DPA, and you have given all notices and obtained all consents required.

6.5 Aggregated data

We may create "Aggregated Data" from User Content and from your use of the Service. Aggregated Data means data that has been aggregated with data from other sources and de-identified so that it does not identify you, any Authorised User, any Connected Account, any of your clients, or any individual, and cannot reasonably be used to do so.

We own all Aggregated Data and may use, retain and commercially exploit it without restriction, including to operate, develop, benchmark and improve the Service, to produce indices, benchmarks, market reports and other Realytics Output, and to make it available to other customers and to third parties.

We will not disclose Aggregated Data in a form that identifies you, an Authorised User, a Connected Account or an individual.

6.6 Training and improvement of our models

We may use Aggregated Data, usage telemetry, feedback, prompts, instructions and other User Content to develop, test, validate and improve the Service, including models, algorithms and machine learning systems used in the Service.

We will not use Customer Data or data from Connected Accounts to train or fine-tune a general-purpose or generative model in a form that identifies you, an Authorised User, a Connected Account, your client or any individual, or in a form that discloses your Confidential Information to another customer. Where Customer Data contains personal data, the DPA and the Privacy Policy govern the processing, including any right to object or any contractual restriction agreed in an Order Form.

Standard plans do not include a contractual opt-out from our use of Aggregated Data or non-confidential, non-personal operational data for product improvement. Enterprise customers may agree different terms in an Order Form.

6.7 Data protection

Where we process personal data contained in Customer Data on your behalf, we act as processor and you act as controller, and the DPA applies. Where we process personal data as controller, including account, billing and usage data and Aggregated Data, our Privacy Policy applies. Each party will comply with its obligations under applicable data protection law.

6.8 EU Data Act and switching

To the extent Chapter VI of Regulation (EU) 2023/2854 (the "EU Data Act") applies to the Service as a data processing service, we will make available the switching and export assistance required by that law for Customer Data and exportable metadata generated by your use of the Service. Nothing in this clause requires us to disclose Realytics IP, trade secrets, security-sensitive information, third-party confidential information, or Realytics Output except to the extent the law mandatorily requires it and subject to appropriate safeguards.

7. Intellectual property

7.1 Realytics IP

"Realytics IP" means the Service, Realytics Output, Aggregated Data, the Documentation, all software, models, algorithms, methodologies, databases, data compilations, indices, user interfaces, designs, text, graphics, and all other materials comprising or relating to the Service, together with all intellectual property rights in them. Realytics IP is owned by Realytics or by the relevant member of the Realytics group or its licensors.

7.2 No transfer

Nothing in these Terms transfers any Realytics IP to you. Your rights are limited to the licence in clause 4.

7.3 Database rights

You acknowledge that the databases and data compilations comprising the Service are protected by database rights and other rights, and that extraction or re-utilisation of all or a substantial part of their contents, whether in a single act or by repeated and systematic acts, is prohibited except as expressly permitted by these Terms.

7.4 Feedback

If you provide suggestions, ideas, enhancement requests or other feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable licence to use and exploit it without restriction and without obligation to you. We may implement feedback without attribution or compensation.

7.5 Trade marks and use of your name

Neither party may use the other's trade marks without prior written consent, except as follows. You grant us the right to use your name and logo to identify you as a customer of the Service on our website and in our marketing materials, in accordance with any brand guidelines you provide. You may withdraw this right at any time by notice to , and we will cease further use within a reasonable period following the notice.

8. The API

8.1 Availability and limits

Where your plan includes API access, you may use the API in accordance with these Terms and the Documentation. Applicable request rates, quotas, volume limits, caching permissions and retention permissions are set out in the Documentation and may be changed in accordance with clause 20.5.

8.2 Restrictions

You must not use the API to replicate, substitute for or compete with the Service or any part of it; to build a public-facing interface that exposes Realytics Output to persons who are not Authorised Users; to cache or store Realytics Output beyond the period permitted in the Documentation; or to circumvent any limitation applicable to your plan.

8.3 Keys

API keys are confidential, are issued to you alone, and may not be shared or transferred. You are responsible for all activity carried out using your keys.

8.4 Changes to the API

We may add, change, deprecate or withdraw API endpoints, fields and functionality. Where we withdraw or make a backwards-incompatible change to a generally available endpoint, we will use reasonable efforts to give at least 30 days' notice through the Documentation, our developer changelog or by email, except where a shorter period is required for security, legal or operational reasons.

9. Trials, beta features and free access

9.1 Trials

We may offer a trial or free tier. We may modify, limit or withdraw it at any time. Trial and free access is provided "as is" and without any warranty, service level, support commitment or liability, notwithstanding any other provision of these Terms, and our total liability in connection with trial or free access does not exceed EUR 100.

9.2 Beta features

Features identified as beta, preview, alpha, early access or experimental ("Beta Features") are provided for evaluation. Beta Features may be changed or withdrawn at any time, may not function as described, and are excluded from any service level commitment. Clause 9.1 applies to Beta Features. Beta Features are Confidential Information.

9.3 No stacking

You may not use trials, free tiers or promotional pricing repeatedly or through multiple accounts to obtain benefits beyond those we intend. Doing so is a breach of clause 5.1(g).

10. Fees, payment and taxes

10.1 Fees

You must pay the fees for your plan or as set out in your Order Form ("Fees"). Fees are payable in advance, in the currency stated at the point of purchase, and are non-refundable except as set out in the Cancellation and Refund Policy or as expressly provided in these Terms.

10.2 Authority to charge

You authorise us and our payment processors to charge your designated payment method for all Fees when due, including on each renewal, and to retain and use your payment method details for that purpose. You must keep your payment method valid and current.

10.3 Renewal

Subscriptions renew automatically for successive periods equal to the then-current Subscription Term unless cancelled in accordance with the Cancellation and Refund Policy. Renewal is at the then-current list price for your plan, subject to the notice requirements in clause 10.11, unless your Order Form states otherwise.

10.4 Overage and additional usage

Where you exceed the entitlements of your plan, we may charge for additional usage at the rates in the Documentation or your Order Form, or require an upgrade.

10.5 Late payment

If any amount is not paid when due we may, without limiting our other rights: (a) charge interest at 4% per annum above the European Central Bank main refinancing rate, accruing daily from the due date until payment; (b) charge our reasonable costs of recovery, including legal and collection agency costs; (c) suspend the Service under clause 19.1; and (d) recover the amount under clause 22.3.

10.6 Failed payments

If a payment fails we may retry the charge. We may suspend access immediately on non-payment.

10.7 Disputed charges and chargebacks

If you dispute a charge in good faith you must notify us within 30 days of the invoice or charge date, giving reasons. Initiating a chargeback or payment reversal without first raising the dispute with us and allowing 15 days to resolve it is a breach of these Terms, and we may suspend or terminate under clause 19.2 and recover the disputed amount together with any chargeback fee and our costs of recovery.

10.8 Taxes

Fees are exclusive of taxes, duties, levies and similar governmental charges unless stated otherwise. You are responsible for all such amounts, other than taxes on our net income. We may collect taxes where required by law or where we reasonably determine that collection is required.

If you are required by law to withhold any amount from a payment, you must gross up the payment so that we receive the full amount we would have received had no withholding been required, except where prohibited by law. You must promptly provide evidence of any amount withheld and remitted.

10.9 No set-off

You must pay all amounts in full without set-off, counterclaim, deduction or withholding except as required by law.

10.10 Our right to set and change prices

We may set and change the prices of our plans, and the entitlements included in them, at any time and at our discretion. A change to our list prices takes effect immediately for new purchases and applies to your subscription only from your next renewal in accordance with clause 10.11.

10.11 Price increases for existing subscriptions

The Fees for your current Subscription Term will not change during that term. Where we increase the Fees for your plan, the increase takes effect from the start of your next renewal period and not before.

We will notify you before an increase takes effect, giving at least:

We will send the notice by email to the address on your account and may also give notice in the Service. The notice will state your current Fees, the new Fees, the date from which the new Fees apply, the date by which you must cancel or change plan in order to avoid them, and how to do so.

10.12 Grounds for a price increase

We may increase Fees on one or more of the following grounds: a change in our costs of providing the Service, including the cost of third-party data, data licences, infrastructure, hosting or processing; an expansion of the features, data coverage, entitlements or usage allowances of your plan; general inflation or a movement in currency exchange rates; a change in taxes, levies, regulatory costs or compliance obligations affecting the Service; or the alignment of our prices with prevailing market prices in your country or region. This list is not exhaustive of the circumstances in which a commercially justified increase may arise, but we will not increase Fees other than on a legitimate ground of the kind described in this clause.

10.13 Your right to reject an increase

If you do not accept an increase you may cancel your subscription, or change to a different plan, at any time up to the day before the increase takes effect, in accordance with the Cancellation and Refund Policy. Cancellation on this basis takes effect at the end of your current Subscription Term, attracts no penalty or additional charge, and can be completed in your account settings without contacting us.

If you do not cancel before the increase takes effect, your continued use of the Service on or after that date constitutes your acceptance of the new Fees.

10.14 Committed and prepaid terms

Where you have prepaid Fees for a Subscription Term, or committed to a term under an Order Form, the Fees for that term are fixed and an increase applies only from the next renewal of that term. Nothing in clauses 10.10 to 10.13 permits us to increase the Fees for a period you have already paid for.

10.15 Taxes, currency and third-party charges are not price changes

A change in any tax, duty, levy or similar governmental charge applied to the Fees, a change resulting from a change in your tax status or place of establishment, and a change in a charge imposed by your bank, card issuer or payment provider are not price increases for the purposes of clauses 10.11 to 10.13, take effect automatically and do not require notice under this clause.

Where we offer prices in local currencies, prices are specific to the country or region of your establishment. We may adjust local-currency prices on renewal to reflect exchange-rate movements, with notice under clause 10.11. You must not misrepresent your place of establishment or use any means to obtain pricing applicable to another country or region.

10.16 Indexation under an Order Form

An Order Form may provide that Fees increase automatically on each renewal by reference to a stated index or a stated percentage, in which case that mechanism applies in place of clauses 10.11 to 10.13 and the method of variation is as described in the Order Form.

10.17 Relationship with clause 20

Clauses 10.10 to 10.16 are the only mechanism by which we may change the Fees payable by you. We will not use clause 20 to increase Fees or otherwise to alter the balance between the Service and the Fees you pay for it, and clause 20 does not apply to changes of that kind.

11. Service availability and support

11.1 Availability

We will use commercially reasonable efforts to make the Service available. We do not warrant that the Service will be uninterrupted or error-free. Where an Order Form incorporates a service level agreement, that agreement sets out your sole remedy for failure to meet the stated availability.

11.2 Maintenance

We may suspend access for scheduled or emergency maintenance. We will use reasonable efforts to give advance notice of scheduled maintenance and to perform it outside peak hours.

11.3 Third-party dependencies

The Service depends on third-party sources, platforms and providers, including search engines, analytics platforms and advertising platforms. Changes to, restrictions imposed by, or unavailability of those sources may affect the availability, coverage, granularity or accuracy of Realytics Output. We are not liable for any such change or unavailability, and it does not constitute a breach of these Terms or entitle you to a refund.

11.4 Changes to the Service

We may modify, add to or remove features and functionality. Where a change materially and adversely reduces the core functionality of the Service, clause 20.3 applies.

11.5 Support

Support is provided at the level applicable to your plan as described in the Documentation or your Order Form.

12. What the Service is, how to use Realytics Output, and how responsibility is divided

This clause 12 describes what the Service does and does not do, and how responsibility for business decisions is divided between us. It is central to these Terms and to the price at which we provide the Service. We have written it in plain language because we would rather you read it than skip it.

12.1 What we do

We build and operate a market intelligence platform. We collect, process, model and present data about websites, search results, advertising, content, markets and competitors, and we make that data and our analysis of it available to you together with tooling that helps you interrogate it. Our commitment to you is to apply reasonable skill and care to that work, as set out in clause 14.2.

12.2 What we do not do

We do not make your business decisions, and we do not advise you on them. Specifically, in providing the Service we do not act, and must not be treated as acting, as your adviser, consultant, agent, fiduciary or representative, and we do not owe you any duty of care beyond the contractual commitment in clause 14.2 and any duty that cannot lawfully be excluded.

Realytics Output is provided for your own evaluation and for information purposes. It is not investment, financial, legal, tax, accounting, regulatory or other professional advice, and it is not a substitute for advice from a qualified professional or for your own professional judgment. We are not a broker-dealer, an investment adviser, a credit rating agency, an auditor, a law firm or a regulated adviser of any kind in any jurisdiction, and we are not authorised or regulated as such.

In providing Realytics Output we do not accept, and expressly disclaim, any assumption of responsibility for any decision that you or any third party takes, or refrains from taking, in reliance on it. If you choose to receive and act upon Realytics Output, you do so on the terms on which it is given, which are these Terms.

12.3 Estimates and modelling

You acknowledge and agree that Realytics Output consists substantially of estimates, approximations, projections, indices and modelled values derived from sampling, statistical inference, third-party data and proprietary methodology. Realytics Output does not purport to be, and is not, a complete or exact representation of any website's traffic, rankings, revenue, advertising spend or market position.

Methodologies, data sources, coverage, sampling and calculation methods may change, sometimes without notice, and historical figures may be restated as a result. A change in a metric may reflect a change in our methodology rather than a change in the underlying subject.

12.4 Reliance on Realytics Output

You acknowledge and agree that:

(a) Realytics Output may be inaccurate, incomplete, out of date or misleading, and may contain material inaccuracies even where it appears accurate because of its level of detail, specificity, precision or confident presentation;

(b) you must not rely on Realytics Output as a sole source of truth or factual information, or as your sole basis for any material business decision;

(c) you must exercise your own independent judgment, and use your own discretion, before relying on, acting on, publishing, distributing or otherwise using Realytics Output;

(d) where a matter is material to you, you must independently verify Realytics Output against other sources before acting on it; and

(e) Realytics Output describes what our data and models indicate, and does not constitute a representation by us that any state of affairs exists, that any outcome will occur, or that any course of action is advisable.

Where the Service includes artificial intelligence features, clause 12.5 also applies.

12.5 Artificial intelligence features

Parts of the Service use artificial intelligence, including large language models and other machine learning systems, to generate summaries, narratives, recommendations, forecasts, classifications and other output. Output generated by those features is probabilistic. It may be inaccurate, may misstate or fabricate facts, figures, citations, sources or quotations, may reflect limitations or biases in training data, and may be presented in fluent and confident language regardless of its accuracy. Fluency is not evidence of accuracy.

You must review AI-generated output for accuracy and appropriateness for your purpose before using or sharing it, and you must not present AI-generated output as verified fact or as our advice.

Where applicable law requires that you be informed that you are interacting with an artificial intelligence system, or that content is artificially generated, we will provide that information in the Service. Nothing in these Terms replaces or discharges the disclosures we make in the Service itself.

12.6 Your decisions, and human review

It is a condition of the licence granted in clause 4 that you comply with this clause 12.6.

You are solely responsible for every decision you take, or refrain from taking, in connection with Realytics Output, and for the consequences of that decision. As between you and us, you retain full responsibility and editorial control for the decisions you make and for anything you publish, and you must:

(a) apply your own professional judgment, skill and experience, and where appropriate the judgment of your own qualified professional advisers, to every material decision;

(b) subject Realytics Output to substantive human review by a person with sufficient competence and authority before using it in a material decision or publishing it, such review being genuine and not limited to superficial matters or cursory approval; and

(c) satisfy yourself that Realytics Output is suitable for your particular purpose, which we cannot assess and do not assess.

12.7 Uses that are not permitted

Because of the nature of Realytics Output and because we are not authorised or regulated as an adviser in any jurisdiction, you must not use Realytics Output, and must not permit any Authorised User to use it:

(a) as a basis for buying or selling securities or other financial instruments, or for providing or receiving advice about securities, commodities, derivatives or other financial products or services, as we are not a broker-dealer or a registered investment adviser under the securities laws of any jurisdiction;

(b) for assessing creditworthiness or insurability, or for any purpose regulated by consumer credit or insurance legislation, as we are not a credit reference agency, a credit rating agency or an insurance intermediary;

(c) for making decisions about the employment, engagement, promotion or dismissal of any identified individual; or

(d) as the sole basis for any decision that produces legal effects concerning an individual or similarly significantly affects an individual, including decisions relating to employment, credit, insurance, housing or the provision of essential services.

Where you nonetheless wish to use Realytics Output in a use case of the kind described in this clause 12.7, you must obtain our prior written agreement, which we may give on additional terms or withhold.

12.8 Passing Realytics Output to your clients and others

Where you are permitted under clause 4.3 to include Realytics Output in materials for your own clients, or you otherwise disclose or publish Realytics Output, you must:

(a) bring the substance of clauses 12.2 to 12.6 to the attention of the recipient, and not present Realytics Output as verified fact, as advice from us, or as endorsed or approved by us;

(b) identify Realytics Output that is estimated or modelled as an estimate, and identify AI-generated output as AI-generated where the recipient would not otherwise know; and

(c) remain responsible, as between you and us, for the recipient's use of and reliance on that material, and for any advice or recommendation you give to that recipient.

We give no undertaking to any client of yours or to any other third party, no third party may rely on Realytics Output as against us, and clause 23.8 (no third-party rights) applies.

12.9 Source data supplied by you

Where Realytics Output is derived from or incorporates Customer Data or data from a Connected Account, we are responsible for processing that data with reasonable skill and care in accordance with the Documentation, and we are not responsible for the accuracy, completeness or configuration of the source data itself, including any error, gap, misconfiguration, filter, sampling limitation or attribution model in a third-party platform from which it originates.

12.10 If Realytics Output is materially wrong: our commitment and your remedy

We take the quality of Realytics Output seriously, and this clause sets out what we will do if it is materially wrong.

If you notify us in writing, within thirty (30) days of becoming aware, that specified Realytics Output contains a material error, we will at our cost investigate promptly, tell you the outcome of our investigation, and where we confirm a material error attributable to us, correct or withdraw the affected Realytics Output, reprocess or reissue it where reasonably practicable, and take reasonable steps to prevent recurrence. Where the material error deprived you of substantially the benefit of the affected part of the Service for a period, we will in addition, at our option, provide a service credit or a pro-rata refund of the Fees attributable to that part of the Service for that period.

The remedies in this clause 12.10 are your sole and exclusive remedies in respect of any inaccuracy, incompleteness or unsuitability of Realytics Output, and are in place of any other claim in respect of it. This clause does not limit our liability where liability cannot lawfully be limited, and does not apply to the matters listed in clause 15.4.

13. Confidentiality

13.1 Definition

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that ought reasonably to be regarded as confidential, including the Service's non-public features, the Documentation not published publicly, Beta Features, pricing not publicly listed, security information, and your non-public business information.

13.2 Obligations

The receiving party will use Confidential Information only for the purposes of these Terms, will protect it with at least the degree of care it applies to its own confidential information and in any event no less than reasonable care, and will not disclose it except to its personnel, professional advisers, group companies and sub-processors who need to know it and who are bound by confidentiality obligations no less protective.

13.3 Exclusions

Confidential Information does not include information that is or becomes public without breach, was known to the receiving party without obligation of confidence, is independently developed without use of the disclosing party's Confidential Information, or is lawfully received from a third party without restriction.

13.4 Compelled disclosure

A party may disclose Confidential Information to the extent required by law, regulation, court order or a competent authority, provided that, where lawful, it gives the other party prompt notice and reasonable assistance to seek protective treatment.

13.5 Duration

These obligations continue for three years after disclosure, and indefinitely in respect of trade secrets and personal data.

14. Warranties and disclaimer

14.1 Mutual warranties

Each party warrants that it has the power and authority to enter into these Terms and that it will comply with all laws applicable to its performance.

14.2 Our limited warranty

We warrant that we will provide the Service with reasonable skill and care and substantially in accordance with the Documentation.

14.3 Disclaimer

We invest heavily in the quality, coverage and accuracy of our data, and we improve the Service continuously. We also commit to you in clause 14.2 to provide the Service with reasonable skill and care, and in clause 12.10 to investigate and correct material errors. Beyond those commitments, however, we provide the Service without warranties, because we cannot know or control the purposes for which you use it or the decisions you take on the basis of it. Legal convention requires that we set this out in specific language and in capital letters so that you cannot miss it, as follows.

EXCEPT AS EXPRESSLY STATED IN CLAUSES 14.1 AND 14.2, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE, REALYTICS OUTPUT AND ALL BETA FEATURES ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND WE DISCLAIM ALL OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS AND TERMS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, QUIET ENJOYMENT, OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT OR REPRESENT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, THAT IT WILL OPERATE WITHOUT INTERRUPTION OR ERROR, THAT DEFECTS WILL BE CORRECTED, THAT IT WILL BE FREE OF HARMFUL COMPONENTS, OR THAT REALYTICS OUTPUT WILL BE ACCURATE, COMPLETE, CURRENT, RELIABLE, ERROR-FREE, SUITABLE FOR ANY PARTICULAR PURPOSE OR CONTINUOUSLY AVAILABLE. YOU ACCEPT AND AGREE THAT ANY USE OF REALYTICS OUTPUT IS AT YOUR OWN RISK AND THAT YOU WILL NOT RELY ON REALYTICS OUTPUT AS A SOLE SOURCE OF TRUTH OR FACTUAL INFORMATION, OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE OR FOR YOUR OWN PROFESSIONAL JUDGMENT.

No advice, information or statement, whether oral or written, obtained from us or through the Service creates any warranty, representation or duty of care not expressly stated in these Terms.

15. Limitation of liability

15.1 Excluded losses

To the maximum extent permitted by law, neither party is liable to the other for any loss of profit, loss of revenue, loss of anticipated savings, loss of business, loss of business opportunity, loss of contracts, loss of goodwill or reputation, wasted expenditure or wasted management time, loss of or corruption of data, cost of procuring substitute goods or services, or any indirect, special, incidental, consequential, exemplary or punitive loss or damage, in each case however arising and whether or not foreseeable.

15.1A Claims relating to Realytics Output and to your decisions

For the avoidance of doubt, and to the maximum extent permitted by law, clauses 15.1 and 15.2 apply to any claim that:

(a) Realytics Output was inaccurate, incomplete, out of date, misleading or unsuitable for your purpose;

(b) any decision, act or omission by you or by any third party in reliance on Realytics Output caused loss, whether or not that reliance was foreseeable by us; or

(c) we owed and breached a duty of care in the preparation, generation or provision of Realytics Output, including any claim in negligence or for negligent misstatement or negligent misrepresentation.

Clause 12.10 sets out your sole and exclusive remedies in respect of matters within paragraph (a).

15.2 Cap

To the maximum extent permitted by law, each party's total aggregate liability arising out of or in connection with these Terms or the Service, whether in contract, in tort (including negligence, negligent misstatement and negligent misrepresentation), for breach of statutory duty, in restitution or otherwise, and regardless of the form of action, is limited to the greater of:

(a) the total Fees paid or payable by you to us under these Terms in the three (3) months immediately preceding the first event giving rise to the liability; and

(b) EUR 100.

15.3 Single cap

The cap in clause 15.2 is an aggregate cap. Multiple claims, whether related or unrelated, do not increase it. Clauses 15.1, 15.1A and 15.2 apply even if a limited remedy provided in these Terms is held to have failed of its essential purpose.

15.4 Exceptions to the cap and exclusions

Clauses 15.1, 15.1A and 15.2 do not apply to: (a) your obligation to pay Fees; (b) either party's liability for death or personal injury caused by its negligence; (c) either party's liability for fraud or fraudulent misrepresentation; (d) either party's gross negligence or wilful misconduct; (e) your liability under clause 16 (Your indemnity); (f) your breach of clause 5 (Restrictions), clause 7 (Intellectual property) or clause 12.7 (Uses that are not permitted); (g) our liability under clause 17 (Our IP indemnity), which is subject to the separate cap in clause 17.4; or (h) any liability that cannot lawfully be limited or excluded, including the rights of a Customer who qualifies as a consumer under clause 2.4.

15.5 Allocation of risk and essential basis of the bargain

You acknowledge and agree that the limitations in this clause 15, the disclaimers in clause 14 and the provisions of clause 12 reflect a deliberate and negotiated allocation of risk between the parties, that the Fees have been set on the basis of that allocation and would be materially higher without it, that each party has entered into these Terms in reliance on that allocation, and that the allocation forms an essential basis of the bargain between the parties. We would not provide the Service on these Terms without it.

You further acknowledge that the remedies in clause 12.10 and the warranty in clause 14.2 were taken into account in agreeing that allocation, and that you have had the opportunity to obtain independent legal advice on these Terms and to negotiate an alternative allocation of risk under an Order Form on different commercial terms.

15.6 Limitation period

To the maximum extent permitted by law, neither party may bring any claim arising out of or in connection with these Terms more than twelve (12) months after the date on which the claiming party first became aware, or ought reasonably to have become aware, of the facts giving rise to the claim.

16. Your indemnity

You will indemnify, defend and hold harmless Realytics, the members of the Realytics group and their respective officers, directors, employees and agents from and against all claims, demands, proceedings, losses, damages, liabilities, fines, penalties, costs and expenses (including reasonable legal fees) arising out of or in connection with:

(a) User Content, including any claim that it infringes a third-party right or was provided in breach of clause 6.4;

(b) any Connected Account, including any claim by the owner of a Connected Account or by any individual whose personal data it contains;

(c) your breach of clause 5 (Restrictions), including clause 5.2 (artificial intelligence);

(d) your use of the Service or Realytics Output in breach of these Terms or in violation of any law;

(e) any decision you or any third party takes, or refrains from taking, in reliance on Realytics Output, and any advice, recommendation, report, forecast or other deliverable that you provide to a third party that is based on or incorporates Realytics Output;

(f) your breach of clause 12.6 (Your decisions, and human review), clause 12.7 (Uses that are not permitted) or clause 12.8 (Passing Realytics Output to your clients and others); and

(g) any claim brought by an Authorised User or by a client of yours in connection with the Service or with Realytics Output, including any claim that Realytics Output relied on by that person was inaccurate.

We will notify you of any claim for which we seek indemnification, and you will not settle any claim in a way that imposes any obligation or admission on us without our prior written consent. We may participate in the defence at our own cost, and may assume control of the defence where you fail to defend the claim diligently.

17. Our intellectual property indemnity

17.1 Indemnity

We will defend you against any third-party claim alleging that your use of the Service in accordance with these Terms infringes that third party's copyright, trade mark or trade secret rights, and will pay damages finally awarded against you by a competent court or agreed by us in settlement of such a claim.

17.2 Conditions

Our obligation under clause 17.1 is conditional on you: (a) notifying us in writing promptly and in any event within 15 days of becoming aware of the claim; (b) giving us sole control of the defence and settlement; (c) providing all reasonable assistance at our request and at our expense; and (d) not making any admission, settlement or compromise without our prior written consent.

17.3 Exclusions

We have no obligation under clause 17.1 to the extent the claim arises from or relates to: (a) User Content or any Connected Account; (b) modification of the Service by any person other than us; (c) combination or use of the Service with any product, service, data or system not supplied by us; (d) use of the Service other than in accordance with these Terms and the Documentation; (e) your continued use of an allegedly infringing version after we have made a non-infringing version available; (f) any Beta Feature, trial or free access; (g) compliance with your specifications or instructions; or (h) any claim relating to a patent.

17.4 Our options and cap

If a claim under clause 17.1 arises or in our reasonable opinion is likely to arise, we may at our option and at our own cost: (a) procure the right for you to continue using the Service; (b) modify or replace the affected part of the Service so that it is non-infringing while remaining materially equivalent in function; or (c) terminate the affected part of the Service or these Terms on notice and refund the Fees you have prepaid for the terminated part for the period after the effective date of termination.

Our total aggregate liability under this clause 17 is limited to the total Fees paid or payable by you under these Terms in the twelve (12) months preceding the claim.

17.5 Sole remedy

This clause 17 states our entire liability and your sole and exclusive remedy in respect of any claim that the Service infringes any third-party intellectual property right.

18. Term

18.1 Term

These Terms commence on your acceptance and continue until terminated in accordance with clause 19. Your "Subscription Term" is the period stated at purchase or in your Order Form, together with each renewal period.

18.2 Cancellation by you

You may cancel your subscription in accordance with the Cancellation and Refund Policy.

18.3 Termination for convenience by us

We may terminate these Terms and your subscription for convenience on 30 days' notice. If we do so, we will refund the Fees you have prepaid for the period after the effective date of termination, calculated on a pro-rata basis.

18.4 Termination for material breach

Either party may terminate these Terms if the other commits a material breach and fails to remedy it within 30 days after written notice specifying the breach, save where clause 19.2 applies.

18.5 Insolvency

Either party may terminate immediately if the other becomes insolvent, is unable to pay its debts as they fall due, enters liquidation, administration, receivership, examinership or any analogous process, or ceases to carry on business.

19. Suspension and immediate termination

19.1 Suspension for non-payment

If any Fee is overdue we may suspend your access to the Service immediately and without notice. Suspension for non-payment does not relieve you of the obligation to pay. If the overdue amount remains unpaid 15 days after suspension, we may terminate these Terms and delete your Customer Data, subject to clause 21.2.

19.2 Immediate suspension or termination for cause

We may suspend or terminate your access to the Service, any part of it, or these Terms, in whole or in part, immediately and without notice or liability, where we reasonably believe that:

(a) you have breached clause 5.1(b) (competitor use), 5.1(d) (automated access or circumvention), 5.1(e) (scraping), 5.1(g) (evasion of limits or of a suspension), 5.1(k) (building a substitute service) or 5.2 (artificial intelligence restriction);

(b) you have engaged in fraud, payment fraud, misrepresentation of identity or capacity, or an abusive chargeback in breach of clause 10.7;

(c) your account has been compromised, or your use presents a security risk to the Service, to us or to any other customer;

(d) your use is causing or is likely to cause material harm to the Service, to our infrastructure or to any third party;

(e) your use is unlawful, or exposes us to liability or to regulatory or law enforcement action;

(f) suspension or termination is required by law, by a court order, by a competent authority, or by applicable sanctions or export control law; or

(g) you have breached clause 2.5 (competitors).

19.3 Measures

Where clause 19.2 applies we may, in addition to suspension or termination: disable or delete credentials and API keys; block access from identified IP addresses, address ranges, networks or devices; disable or delete accounts we reasonably believe to be related to yours, including accounts created to evade a suspension; and withhold any refund.

19.4 Deletion of data on termination for cause

Where we terminate under clause 19.2(a), (b), (e), (f) or (g), we may delete your Customer Data immediately and without providing an export, and clause 21.2 does not apply.

Where we terminate under clause 19.1, clause 19.2(c) or clause 19.2(d), clause 21.2 applies.

19.5 Review

If your access is suspended or terminated you may contact to ask us to review the decision. We will consider your request in good faith. We are not obliged to reverse a decision, to disclose our reasons where disclosure would prejudice the security or integrity of the Service or any investigation, or to respond within any particular period.

19.6 No refund on termination for cause

Where we terminate under clause 19.2 or under clause 18.4, no refund is due and all unpaid Fees for the remainder of the then-current Subscription Term become immediately payable.

20. Changes to these Terms and to the Service

20.1 Our right to amend

We may amend these Terms and the documents listed in clause 1.4.

This clause 20 does not apply to the Fees. Changes to the Fees are governed exclusively by clauses 10.10 to 10.16, and we will not use this clause 20 to increase the Fees or otherwise to alter the balance between the Service and the Fees you pay for it. If any part of clauses 10.10 to 10.16 is held to be invalid or unenforceable, that does not affect the validity of this clause 20, and this clause 20 does not operate as a substitute mechanism for changing the Fees.

20.2 Non-material changes

We may make non-material changes, including corrections, clarifications, changes to contact details and changes required to reflect a change in law or in the operation of the Service that does not materially and adversely affect you, with effect from the date we publish the amended version.

20.3 Material changes

Where a change is material and adverse to you, we will give at least 30 days' notice before it takes effect, by email to the address on your account and by notice in the Service. If you do not accept the change you may terminate these Terms with effect from the date the change would take effect, by giving notice before that date, and we will refund the Fees you have prepaid for the period after termination, calculated on a pro-rata basis, without penalty or further charge. Continued use of the Service after the change takes effect constitutes acceptance.

20.4 Immediate changes

Notwithstanding clauses 20.2 and 20.3, we may make a change with immediate effect where necessary to comply with law, a court order or the requirement of a competent authority, or to address a security vulnerability or an imminent risk of harm. We will notify you as soon as reasonably practicable.

20.5 Changes to the Documentation, API and usage limits

Usage, request-rate, volume, caching and retention limits and other technical parameters are set out in the Documentation and may be changed by updating the Documentation. Where a change materially reduces the limits applicable to your plan, we will give at least 30 days' notice and clause 20.3 applies.

20.6 Discontinuation of the Service

We may discontinue the Service, or any material part of it, in whole or in part. Where we do so, we will give at least 30 days' notice where reasonably practicable, and we will refund the Fees you have prepaid for the discontinued Service for the period after the date of discontinuation, calculated on a pro-rata basis. Except for that refund, we have no liability to you for discontinuing the Service.

20.7 Change of contracting entity

We may update Schedule 1, including to add a new Realytics group entity or to change the entity that corresponds to your billing address. Where the change alters your counterparty, we will give at least 30 days' notice and clause 20.3 applies. Your accrued rights and obligations are unaffected, and the new entity assumes the rights and obligations of the previous entity with effect from the date of the change.

21. Effect of termination

21.1 Consequences

On termination or expiry: your licence under clause 4 ends immediately; you must cease all use of the Service and of Realytics Output, other than extracts already incorporated in client deliverables in accordance with clause 4.3 before termination; you must delete or return our Confidential Information; and all accrued payment obligations become due.

21.2 Export window and retention

Except where clause 19.4 provides otherwise, for 30 days after the effective date of termination or expiry we will retain your Customer Data and provide you with access, or a mechanism, sufficient to export it in a commonly used machine-readable format. After that period we may delete Customer Data, and we are under no obligation to retain it.

Where you have terminated under clause 18.2 or we have terminated under clause 18.3, we will notify you of the export window at or before termination.

We may retain Customer Data and other records for longer where required by law, or where reasonably necessary for the establishment, exercise or defence of legal claims, for fraud prevention, or in backups from which deletion is not reasonably practicable, in each case subject to the DPA and applicable data protection law.

21.3 Survival

Clauses 1.3, 2.4, 5, 6.2, 6.4, 6.5, 6.6, 7, 10 (in respect of accrued amounts), 12 (other than clause 12.10), 13, 14.3, 15, 16, 17, 19.6, 21, 22 and 23, together with any other provision that by its nature should survive, survive termination or expiry. Clauses 12.4, 12.6, 12.7 and 12.8 continue to apply to any Realytics Output that you retain or continue to use after termination.

22. Dispute resolution

Please read this clause carefully. It affects how disputes between us are resolved and where you may bring a claim.

22.1 Governing law

These Terms, and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims), are governed by and construed in accordance with the laws of the Republic of Cyprus, excluding its conflict of laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods.

22.2 Good faith discussion

Before commencing any proceedings, the party raising the dispute will notify the other in writing setting out the nature of the dispute and the relief sought, and the parties will attempt in good faith to resolve it through discussion between senior representatives for 30 days from the date of the notice. This clause 22.2 does not prevent either party from seeking relief under clause 22.6, and does not extend any limitation period.

22.3 Claims for unpaid Fees and claims below EUR 50,000

The following claims are not subject to arbitration under clause 22.4 and must be brought in court:

(a) any claim by us for unpaid Fees, interest or costs of recovery, of any value; and

(b) any claim by either party where the total amount claimed, excluding interest and costs, is less than EUR 50,000.

A claim within this clause 22.3 may be brought only in the courts of one of the following, and no other:

(i) the Republic of Cyprus;

(ii) the country in which you are domiciled or, if you are an entity, in which you are incorporated or have your registered office; or

(iii) any country in which you have assets, where the claim is brought by us for the purpose of recovering or enforcing against those assets.

Where the claim is brought by us, the choice among (i), (ii) and (iii) is ours. Where the claim is brought by you, it must be brought in the courts of the Republic of Cyprus.

You acknowledge that the forums available under this clause 22.3 are identified in advance and are limited in number, and that this allocation is a material term of these Terms.

22.4 Arbitration of claims of EUR 50,000 and above

Subject to clauses 2.4, 22.3, 22.5 and 22.6, any dispute arising out of or in connection with these Terms where the total amount claimed is EUR 50,000 or more, including any question regarding the existence, validity, interpretation, breach or termination of these Terms, shall be referred to and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce, which are deemed incorporated by reference into this clause.

(a) the number of arbitrators shall be one;

(b) the seat of the arbitration shall be Nicosia, Republic of Cyprus;

(c) the language of the arbitration shall be English;

(d) the law governing the arbitration agreement is the law of the Republic of Cyprus, and the International Commercial Arbitration Law 101/1987 applies to the arbitration;

(e) the parties agree that the Expedited Procedure Provisions of the ICC Rules shall apply irrespective of the amount in dispute, unless the ICC determines otherwise or the parties agree in writing to disapply them;

(f) the award is final and binding, and the parties waive any right of appeal or review on the merits to the extent such waiver is permitted by law; and

(g) the arbitrator may award costs, including legal costs, as between the parties.

22.5 Customers domiciled in the Republic of Cyprus

If you are domiciled, incorporated or have your registered office in the Republic of Cyprus, clause 22.4 does not apply to you and the courts of the Republic of Cyprus have exclusive jurisdiction over any dispute arising out of or in connection with these Terms, irrespective of the amount claimed.

22.6 Interim and injunctive relief

Notwithstanding clauses 22.2, 22.3 and 22.4, either party may at any time apply to any court of competent jurisdiction for interim, injunctive, protective or conservatory relief, including an injunction, freezing order, order for preservation of evidence or order for delivery up, and doing so is not a waiver of, breach of, or inconsistent with the arbitration agreement in clause 22.4. The parties record that the courts of the Republic of Cyprus have power to grant provisional measures in aid of arbitration whether or not the arbitration has commenced and irrespective of the seat of the arbitration.

22.7 No class or representative proceedings

To the maximum extent permitted by law, each party may bring a claim against the other only in its individual capacity, and not as a claimant or class member in any purported class, collective, consolidated or representative proceeding. The arbitrator may not consolidate the claims of more than one person and may not preside over any form of class or representative proceeding.

This clause 22.7 is severable from and independent of clause 22.4. If clause 22.4 is held unenforceable in whole or in part, this clause 22.7 continues in full force and effect. If this clause 22.7 is held unenforceable in whole or in part, clause 22.4 continues in full force and effect in respect of claims that may lawfully be arbitrated on an individual basis.

22.8 Effect of invalidity of the asymmetry

If a court or tribunal of competent jurisdiction determines that clause 22.3 is unenforceable by reason of the allocation of choice between the parties, then clause 22.3 shall take effect as if the choice among the forums listed in clause 22.3(i) to (iii) were available equally to both parties, and, if that is also held unenforceable, as if the courts of the Republic of Cyprus had exclusive jurisdiction over claims within clause 22.3. The remainder of clause 22 is unaffected.

22.9 Confidentiality of proceedings

The existence, content and outcome of any arbitration under clause 22.4, and all documents produced in it, are Confidential Information, except to the extent disclosure is required by law or to enforce or challenge an award.

22.10 Consolidation

Where two or more arbitrations under these Terms involve the same parties and arise out of the same or a series of related transactions, either party may apply to the ICC for consolidation in accordance with the ICC Rules.

23. General

23.1 Entire agreement

These Terms, together with the documents listed in clause 1.4 and any Order Form, constitute the entire agreement between the parties in relation to their subject matter and supersede all prior agreements, representations and understandings. Each party acknowledges that in entering into these Terms it does not rely on, and will have no remedy in respect of, any statement, representation, assurance, warranty or understanding (whether made negligently or innocently) that is not expressly set out in them, including any statement in marketing material, sales presentations, benchmark comparisons, product documentation, demonstrations or public statements about the coverage, accuracy or reliability of the Service. The only remedies available for any statement expressly set out in these Terms are those provided in these Terms. Nothing in this clause limits liability for fraud or fraudulent misrepresentation.

23.2 No purchase order terms

Any terms contained in your purchase order, vendor portal, supplier onboarding documentation or other document issued by you are of no effect and do not form part of these Terms, notwithstanding any acknowledgement, signature or continued performance by us.

23.3 Assignment

You may not assign, novate or otherwise transfer these Terms or any right or obligation under them, in whole or in part, without our prior written consent, including by operation of law or in connection with a change of control. We may assign or novate these Terms, in whole or in part, to any member of the Realytics group or in connection with a merger, acquisition, reorganisation or sale of assets.

23.4 Subcontracting

We may perform our obligations through subcontractors, group companies and sub-processors, and remain responsible for their performance. Sub-processing of personal data is governed by the DPA.

23.5 Notices

Notices to you may be given by email to the address on your account or by notice in the Service, and are deemed received on the day of sending or posting. Notices to us must be sent to and to the registered address of the Realytics Entity in Schedule 1, and are deemed received on the next business day in Cyprus. Notices of dispute under clause 22.2 and notices commencing proceedings must be sent by email and by courier or registered post.

23.6 Waiver and severance

No failure or delay in exercising a right is a waiver of it. If any provision is held invalid, illegal or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or if that is not possible, severed, and the remaining provisions continue in full force. Clauses 22.7 and 22.8 apply in place of this clause 23.6 in respect of the provisions to which they refer.

23.7 Force majeure

Neither party is liable for any failure or delay in performance caused by an event beyond its reasonable control, including act of God, natural disaster, war, armed conflict, act of terrorism, civil unrest, epidemic or pandemic, act of government or regulatory authority, strike or labour dispute, failure of utilities, failure or unavailability of telecommunications or internet infrastructure, cyber attack, denial of service attack, or failure of a third-party provider on which the Service depends. This clause does not excuse your obligation to pay Fees.

23.8 No third-party rights

These Terms do not confer any right on any person who is not a party to them, except that members of the Realytics group may enforce clauses 16 and 13.

23.9 Sanctions and export control

You warrant that you are not, and are not owned or controlled by, and are not acting on behalf of, any person that is the subject of sanctions imposed by the European Union, the United Nations, the United States or the United Kingdom, and that you are not located or resident in a territory subject to comprehensive sanctions. You must not make the Service available to any such person or in any such territory.

23.10 Anti-bribery and compliance

Each party will comply with all applicable anti-bribery, anti-corruption, anti-money laundering and anti-tax-evasion laws.

23.11 Independent contractors

The parties are independent contractors. Neither party has authority to bind the other.

23.12 Language

These Terms are made in English. Any translation is provided for convenience only, and in the event of any inconsistency the English version prevails.

23.13 Interpretation

Headings are for convenience only. "Including" means "including without limitation". References to a statute include it as amended or replaced. Words in the singular include the plural and vice versa. References to writing include email.

Schedule 1 — Contracting entities

The Realytics Entity that is your counterparty is determined by the billing address on your account, as follows.

Where no row other than the first applies to you, your counterparty is Realytics Corp Limited.

Schedule 2 — Notice and contact details

Realytics Terms of Service, version 1.3. Previous versions are available at https://realytics.com/legal/archive.