US Enterprise Terms of Service

Version 1.3 - Effective 5 August 2026

These US Enterprise Terms of Service (the "Agreement") are entered into between Reality Analytics, Inc., a Delaware corporation with its principal place of business at 1000 N. West Street, Suite 1200, Wilmington, Delaware 19801, United States ("Realytics"), and the customer identified on the Order Form ("Customer").

This Agreement applies only to customers that (a) have their principal place of business in the United States and (b) have executed an Order Form referencing this Agreement. Customers outside this scope contract with Realytics Corp Limited under the Realytics Terms of Service.

Notice regarding dispute resolution. Section 21 contains a binding arbitration provision, a class action waiver and a jury trial waiver, each of which is independently severable. Please review Section 21 carefully.

Notice regarding the nature of Realytics Output. Section 9 sets out the nature of Realytics Output, the allocation of responsibility for Customer's business decisions, and Realytics' commitment to correct material errors. Please review Section 9 carefully.

1. Structure of the agreement

1.1 Documents

This Agreement consists of these US Enterprise Terms of Service, the Order Form, and the following, each incorporated by reference: the Data Processing Addendum ("DPA") at https://realytics.com/legal/dpa, the Privacy Policy at https://realytics.com/legal/privacy, the Acceptable Use Policy at https://realytics.com/legal/acceptable-use, the Documentation as made available in the Service, the AI Features Terms at https://realytics.com/legal/ai-features, and any Service Level Agreement ("SLA") attached to the Order Form.

1.2 Order of precedence

In the event of conflict, the following order applies, from highest to lowest: (a) the Order Form; (b) the DPA; (c) any SLA; (d) this Agreement; (e) the other incorporated documents; (f) the Documentation.

1.3 Contracting party

Reality Analytics, Inc. contracts as principal and on its own account. Realytics Corp Limited and the other members of the Realytics group are not parties to this Agreement and assume no obligation or liability under it, except that Reality Analytics, Inc. may perform its obligations through affiliates in accordance with Section 22.4.

1.4 Negotiated agreement

The parties acknowledge that this Agreement has been negotiated between commercially sophisticated parties, each of which has had the opportunity to obtain independent legal advice, and that no rule of construction requiring the resolution of ambiguity against the drafting party shall apply.

2. Definitions

"Affiliate" means an entity that controls, is controlled by, or is under common control with a party.

"Aggregated Data" has the meaning given in Section 5.5.

"Authorized User" means an employee or independent contractor of Customer or of a Customer Affiliate permitted by Customer to access the Service.

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

"Customer Data" means data, content and materials that Customer or an Authorized User uploads to, submits to, or connects to the Service, including data obtained from Connected Accounts.

"Documentation" means the technical documentation for the Service published by Realytics, including plan entitlements and API and usage limits.

"Fees" means the amounts payable under an Order Form.

"Order Form" means an ordering document executed by both parties that references this Agreement.

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

"Service" means the Realytics platform, websites, APIs, data, reports and related services identified on the Order Form.

"Subscription Term" means the initial term and each renewal term stated on the Order Form.

"User Content" means Customer Data together with feedback, prompts, instructions, configurations, annotations and other content Customer or an Authorized User provides to or through the Service.

3. License and Authorized Users

3.1 License grant

Subject to this Agreement and payment of Fees, Realytics grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Service and to use Realytics Output for Customer's internal business purposes. This license is conditioned on Customer's compliance with Section 4 (Restrictions) and Section 9.6 (Customer responsibility for decisions; human review).

Realytics grants this license as owner or as authorized licensee of the relevant member of the Realytics group.

3.2 Affiliates

Customer may permit its Affiliates to use the Service where the Order Form so provides. Customer remains responsible for each such Affiliate's compliance with this Agreement, and any act or omission of an Affiliate or Authorized User that would breach this Agreement if committed by Customer is deemed a breach by Customer.

3.3 Authorized Users and credentials

Each Authorized User must use unique credentials. Credentials and API keys may not be shared, transferred, resold or used concurrently by more than one individual. Customer is responsible for all activity under its account.

3.4 Permitted use in client deliverables

Customer may incorporate limited extracts of Realytics Output into internal reports and into deliverables prepared for Customer's clients in the ordinary course of Customer's business, provided that (a) the extract is not the principal value of the deliverable, (b) Customer attributes the extract to Realytics, (c) Customer does not present Realytics Output as its own data product or as the output of any tool other than the Service, and (d) Customer complies with Section 9.8 (Disclosure to Customer's clients and third parties).

3.5 Reservation of rights

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

4. Restrictions

4.1 Prohibited conduct

Customer shall not, and shall not permit any person to:

(a) copy, republish, distribute, sell, resell, license, sublicense, rent, lease or otherwise make the Service or Realytics Output available to any third party, except as permitted by Section 3.4;

(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 of Realytics;

(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 is unenforceable under applicable law;

(d) access the Service by automated means other than the API, 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;

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

(g) create multiple accounts 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 the integrity, security or performance of the Service;

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

(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.

4.2 Competitor restriction

Customer represents that it is not, and is not 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. Realytics may request confirmation of Customer's status at any time.

4.3 Artificial intelligence and machine learning restriction

Customer shall not, and shall 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 Customer or 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 Realytics Output is retained by the system.

Realytics reserves all rights in Realytics Output, the Service, the Documentation and its 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 Realytics publishes.

This restriction does not apply to the extent Realytics has granted Customer an express written permission identifying Customer, the permitted systems and the permitted purposes. Any such permission is specific to Customer, is not transferable, and may be revoked in accordance with its terms. Use of artificial intelligence features provided by Realytics within the Service is governed by the AI Features Terms.

4.4 Material breach

Breach of Section 4.1(b), 4.1(d), 4.1(e), 4.1(g), 4.1(k), 4.2 or 4.3 constitutes a material breach entitling Realytics to suspend or terminate immediately under Section 18.2. Customer acknowledges that such breach may cause harm not adequately compensable in damages and that Realytics is entitled to seek injunctive relief under Section 21.6.

5. Customer Data and Connected Accounts

5.1 Ownership

Customer retains all right, title and interest in Customer Data. Realytics claims no ownership of Customer Data.

5.2 License to Realytics

Customer grants Realytics, its Affiliates and its subprocessors a worldwide, non-exclusive, royalty-free, sublicensable license to host, store, copy, transmit, process, analyze, display and otherwise use User Content (a) to provide, maintain, secure and support the Service, (b) to prevent fraud, abuse and breach of this Agreement, (c) to comply with law, and (d) as set out in Sections 5.5 and 5.6.

5.3 Customer representations

Customer represents and warrants on a continuing basis that (a) it owns or has all rights, licenses, consents and authority necessary to provide User Content to Realytics and to grant the licenses in Sections 5.2, 5.5 and 5.6; (b) in respect of each Connected Account, Customer is the owner of the account or property or has been authorized by the owner to connect it and to permit the uses described in this Agreement, including where the property belongs to a client of Customer; (c) User Content does not infringe any third-party right or violate any law; and (d) where User Content includes personal data, Customer has a lawful basis for providing it and has given all notices and obtained all consents required.

5.4 Data protection

Where Realytics processes personal data contained in Customer Data on Customer's behalf, Realytics acts as processor and Customer as controller, and the DPA applies. Where Realytics processes personal data as controller, the Privacy Policy applies.

5.5 Aggregated Data

Realytics may create "Aggregated Data" from User Content and from Customer's use of the Service. Aggregated Data means data aggregated with data from other sources and de-identified so that it does not identify Customer, any Authorized User, any Connected Account, any client of Customer, or any individual, and cannot reasonably be used to do so.

Realytics owns 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 third parties. Realytics will not disclose Aggregated Data in a form that identifies Customer, an Authorized User, a Connected Account or an individual.

5.6 Training and improvement of models

Realytics 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.

Realytics 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 Customer, an Authorized User, a Connected Account, Customer's client or any individual, or in a form that discloses Customer's Confidential Information to another customer. Where Customer Data contains personal data, the DPA and Privacy Policy govern the processing.

Customer may negotiate a stricter exclusion from, or an express opt-in to, this Section 5.6 in the Order Form. Absent such a provision, this Section 5.6 applies in full.

6. Intellectual property

6.1 Realytics IP

The Service, Realytics Output, Aggregated Data, the Documentation, all software, models, algorithms, methodologies, databases, data compilations, indices, user interfaces and designs, and all intellectual property rights in them ("Realytics IP"), are owned by Realytics, the relevant member of the Realytics group, or their licensors. Nothing in this Agreement transfers Realytics IP to Customer.

6.2 Feedback

If Customer provides suggestions, ideas, enhancement requests or other feedback, Customer grants Realytics a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use and exploit it without restriction and without obligation to Customer.

6.3 Publicity

Neither party may use the other's trademarks without prior written consent, except that Customer grants Realytics the right to use Customer's name and logo to identify Customer as a customer of the Service on Realytics' website and in its marketing materials, in accordance with any brand guidelines Customer provides. Customer may withdraw this right at any time by notice to , and Realytics will cease further use within a reasonable period.

7. Fees, payment and taxes

7.1 Fees and invoicing

Customer shall pay the Fees stated on the Order Form. Unless the Order Form provides otherwise, Fees are invoiced annually in advance and payable net 30 days from the invoice date, in US dollars.

7.2 Non-refundable

Except as expressly provided in Sections 8.4, 9.10, 13.2, 16.4, 17.5 or 17.6, Fees are non-refundable and payment obligations are non-cancelable.

7.3 Overage

Where Customer exceeds the entitlements on the Order Form, Realytics may invoice for additional usage at the rates stated on the Order Form or in the Documentation.

7.4 Late payment

Overdue amounts accrue interest at the lesser of 1.5% per month and the maximum rate permitted by law, from the due date until paid. Customer shall reimburse Realytics' reasonable costs of collection, including attorneys' fees. Realytics may suspend the Service under Section 18.1.

7.5 Taxes

Fees are exclusive of taxes, duties, levies and similar governmental charges unless stated otherwise. Customer is responsible for all such amounts other than taxes on Realytics' net income. Where Customer is required to withhold any amount, Customer shall gross up the payment so that Realytics receives the full amount it would have received absent the withholding, except where prohibited by law, and shall provide evidence of the amount withheld and remitted. Where Customer claims exemption, it shall provide a valid exemption certificate.

7.6 No set-off

Customer shall pay all amounts without set-off, counterclaim, deduction or withholding except as required by law.

7.7 Renewal

Unless the Order Form provides otherwise, the Subscription Term renews automatically for successive periods of equal length unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term.

7.8 Fees fixed during the Subscription Term

The Fees stated on the Order Form are fixed for the Subscription Term to which they relate. Realytics shall not increase the Fees during that term.

7.9 Price increases on renewal

Realytics may increase the Fees applicable to a renewal term by giving Customer at least 60 days' written notice before the commencement of that renewal term, or such longer period as the Order Form specifies. The notice shall state the current Fees, the increased Fees, the renewal term from which the increased Fees apply, and the date by which Customer must give notice of non-renewal in order to avoid them.

Where the notice under this Section is given later than the deadline for Customer's notice of non-renewal under Section 7.7, that deadline is extended so that Customer has not less than 30 days from the date of the notice in which to give notice of non-renewal.

If Customer does not give notice of non-renewal in accordance with Section 7.7, the increased Fees apply from the commencement of the renewal term.

7.10 Negotiated caps, escalators and notice periods

The Order Form may specify a cap on the percentage by which Fees may be increased on renewal, an agreed escalator by reference to a stated index or percentage, or a notice period longer than the period in Section 7.9. Where the Order Form does so, that provision prevails over Section 7.9 for the term of the Order Form. Where the Order Form is silent, Section 7.9 applies without limit on the amount of the increase.

7.11 Taxes, currency and third-party charges

A change in any tax, duty, levy or similar governmental charge applied to the Fees, a change resulting from a change in Customer's tax status or place of establishment, and a change in a charge imposed by Customer's bank or payment provider are not increases in Fees for the purposes of Sections 7.9 and 7.10, and take effect without notice under those Sections.

7.12 Relationship with amendment rights

Sections 7.8 to 7.11 are the exclusive mechanism by which Realytics may change the Fees. Realytics shall not use Section 22.3, or any right to update the Documentation, to increase the Fees or otherwise to alter the balance between the Service and the Fees payable for it. The invalidity or unenforceability of any part of Sections 7.8 to 7.11 does not affect Section 22.3, and Section 22.3 does not operate as a substitute mechanism for changing the Fees.

8. Service availability, support and changes

8.1 Availability

Realytics will use commercially reasonable efforts to make the Service available. Where an SLA is attached to the Order Form, that SLA sets out Customer's sole and exclusive remedy for failure to meet the stated availability commitment.

8.2 Maintenance

Realytics may suspend access for scheduled or emergency maintenance, using reasonable efforts to give advance notice of scheduled maintenance.

8.3 Third-party dependencies

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

8.4 Changes to the Service

Realytics may modify, add to or remove features and functionality. Where a change materially and adversely reduces the core functionality of the Service, Realytics will give at least 30 days' notice, and Customer may terminate the affected portion of the Order Form on notice given before the change takes effect and receive a pro-rata refund of prepaid Fees for the terminated portion.

8.5 API changes

Realytics may add, change, deprecate or withdraw API endpoints, fields and functionality. Realytics will use reasonable efforts to give at least 30 days' notice of the withdrawal of, or a backwards-incompatible change to, a generally available endpoint, except where a shorter period is required for security, legal or operational reasons.

8.6 Support

Support is provided at the level stated on the Order Form or in the Documentation.

9. Nature of Realytics Output; reliance and allocation of decision responsibility

9.1 Nature of the service

Realytics provides a market intelligence platform that collects, processes, models and presents data and analysis relating to websites, search results, advertising, content, markets and competitors, for Customer's own evaluation and for informational purposes. Realytics' obligation with respect to that work is as stated in Section 13.2.

9.2 No advisory relationship

In providing the Services and Realytics Output, Realytics does not act as an advisor, consultant, agent, fiduciary or representative of Customer, and owes Customer no duty of care other than the contractual obligation stated in Section 13.2 and any duty that may not lawfully be disclaimed. Realytics Output is not investment, financial, legal, tax, accounting, regulatory or other professional advice, and is not a substitute for advice from a qualified professional or for Customer's own professional judgment. Realytics is not a broker-dealer, investment adviser, credit rating agency, consumer reporting agency, auditor or law firm, and is not registered, authorized or regulated as any of the foregoing in any jurisdiction.

Realytics does not accept, and expressly disclaims, any assumption of responsibility for any decision that Customer or any third party takes or refrains from taking in reliance on Realytics Output. Customer's use of Realytics Output is on the terms on which it is provided, which are the terms of this Agreement.

9.3 Estimates and modeled values

Customer acknowledges that Realytics Output consists substantially of estimates, approximations, projections, indices and modeled values derived from sampling, statistical inference, third-party data and proprietary methodology, and does not purport to be 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, and historical figures may be restated as a result. A change in a metric may reflect a change in methodology rather than a change in the underlying subject.

9.4 Reliance on Realytics Output

Customer acknowledges and agrees that 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. Customer shall not rely on Realytics Output as a sole source of truth or factual information, or as the sole basis for any material business decision, and shall exercise its own discretion and independent judgment before relying on, acting on, publishing, distributing or otherwise using Realytics Output. Realytics Output describes what Realytics' data and models indicate, and does not constitute a representation that any state of affairs exists, that any outcome will occur, or that any course of action is advisable.

9.5 AI-generated output

Certain features of the Services use artificial intelligence, including large language models, to generate summaries, narratives, recommendations, forecasts, classifications and other output. Such output is probabilistic and may be inaccurate, may misstate or fabricate facts, figures, citations, sources or quotations, may reflect limitations or biases in training data, and may be expressed in fluent and confident language regardless of accuracy. Customer is responsible for evaluating AI-generated output for accuracy and appropriateness for Customer's use case, including human review where appropriate, before using or sharing it, and shall not present AI-generated output as verified fact or as advice from Realytics.

9.6 Customer responsibility for decisions; human review

Compliance with this Section 9.6 is a condition of the license granted in Section 3.1.

Customer is solely responsible for each decision it takes or refrains from taking in connection with Realytics Output and for the consequences of that decision. As between the parties, Customer retains full responsibility and editorial control for its decisions and for any material it publishes. Customer shall (a) apply its own professional judgment, skill and experience, and where appropriate that of its own qualified professional advisors, to each 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) determine for itself the suitability of Realytics Output for Customer's particular purpose, which Realytics does not assess and is not in a position to assess.

9.7 Prohibited uses

Customer shall not, and shall not permit any Authorized User or Affiliate to, use Realytics Output:

(a) as a basis for purchasing or selling securities or other financial instruments, or for providing or receiving advice regarding securities, commodities, derivatives or other financial products or services, Realytics being neither a broker-dealer nor a registered investment adviser under the securities laws of the United States or any other jurisdiction;

(b) as a consumer report, or for any purpose regulated by the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., or for assessing creditworthiness or insurability, Realytics being neither a consumer reporting agency nor a credit rating agency;

(c) for determining the employment, engagement, promotion or termination 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.

Any use of the kind described in this Section 9.7 requires Realytics' prior written agreement, which may be given on additional terms or withheld. Breach of this Section 9.7 is a material breach of this Agreement.

9.8 Disclosure to Customer's clients and third parties

Where Customer includes Realytics Output in deliverables under Section 3.4, or otherwise discloses or publishes Realytics Output, Customer shall (a) notify the recipient of the substance of Sections 9.2 through 9.6, and shall not present Realytics Output as verified fact, as advice from Realytics, or as endorsed or approved by Realytics; (b) identify estimated or modeled values as estimates, and identify AI-generated output as AI-generated where the recipient would not otherwise know; and (c) remain responsible, as between the parties, for the recipient's use of and reliance on such material and for any advice or recommendation Customer provides to that recipient.

Realytics makes no undertaking to, and assumes no duty of care toward, any client of Customer or any other third party, and no third party may rely on Realytics Output as against Realytics. Section 22.9 (No third-party beneficiaries) applies.

9.9 Customer-sourced data

Where Realytics Output is derived from or incorporates Customer Data or data from a Connected Account, Realytics is responsible for processing such data in accordance with Section 13.2 and the Documentation, and is not responsible for the accuracy, completeness or configuration of the source data, including any error, gap, misconfiguration, filter, sampling limitation or attribution model in any third-party platform from which it originates.

9.10 Correction of material errors; exclusive remedy

If Customer notifies Realytics in writing, within thirty (30) days of becoming aware, that specified Realytics Output contains a material error, Realytics shall at its own cost promptly investigate, report the outcome to Customer, and where it confirms a material error attributable to Realytics, 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 Customer of substantially the benefit of the affected portion of the Services for a period, Realytics shall additionally, at its option, provide a service credit or a pro-rata refund of the Fees attributable to that portion of the Services for that period.

The remedies in this Section 9.10 are Customer's sole and exclusive remedies, and Realytics' entire liability, in respect of any inaccuracy, incompleteness or unsuitability of Realytics Output. This Section 9.10 does not apply to the matters listed in Section 14.4.

10. Confidentiality

10.1 Definition

"Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that a reasonable person would understand to be confidential, including the non-public features of the Service, non-public Documentation, beta features, non-public pricing, security information, and Customer's non-public business information.

10.2 Obligations

The receiving party shall use Confidential Information solely for purposes of this Agreement, protect it with no less than reasonable care, and disclose it only to its personnel, professional advisors, Affiliates and subprocessors who need to know it and are bound by confidentiality obligations no less protective.

10.3 Exclusions

Confidential Information excludes 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.

10.4 Compelled disclosure

A party may disclose Confidential Information as required by law, regulation, subpoena or court order, provided that, where lawful, it gives prompt notice and reasonable cooperation to seek protective treatment.

10.5 Duration

These obligations survive for three years after disclosure, and indefinitely as to trade secrets and personal data.

11. Security

Realytics will maintain administrative, physical and technical safeguards designed to protect the security, confidentiality and integrity of Customer Data, as described in the DPA where applicable. Realytics will notify Customer without undue delay after becoming aware of a breach of security leading to the unauthorized disclosure of or access to Customer Data, in accordance with the DPA.

12. Trials, beta and free access

Any trial, proof of concept, free tier or feature identified as beta, preview, alpha, early access or experimental is provided "AS IS", without warranty, SLA, support commitment or indemnity, and may be modified or withdrawn at any time. Notwithstanding any other provision, Realytics' total aggregate liability in connection with any trial, free access or beta feature shall not exceed US$100. Beta features are Confidential Information.

13. Representations and warranties

13.1 Mutual

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

13.2 Realytics warranty

Realytics warrants that it will provide the Service in a professional and workmanlike manner and substantially in accordance with the Documentation. Customer's sole and exclusive remedy for breach of this warranty is for Realytics to use commercially reasonable efforts to correct the non-conformity, and if Realytics fails to do so within 30 days of written notice, Customer may terminate the affected portion of the Order Form and receive a pro-rata refund of prepaid Fees for the terminated portion.

13.3 Disclaimer

Realytics invests substantially in the quality, coverage and accuracy of its data, commits to Customer in Section 13.2 to provide the Service in a professional and workmanlike manner, and commits in Section 9.10 to investigate and correct material errors. Beyond those commitments, and because Realytics does not control the purposes for which Customer uses the Service or the decisions Customer takes on the basis of it, the Service is provided without further warranty. Applicable law requires that this be stated in specific language and in capital letters, as follows.

EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 13.1 AND 13.2, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, REALYTICS OUTPUT AND ALL BETA FEATURES ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND REALYTICS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE, NON-INFRINGEMENT, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. REALYTICS DOES NOT WARRANT THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS, THAT IT WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT REALYTICS OUTPUT WILL BE ACCURATE, COMPLETE, CURRENT, RELIABLE OR SUITABLE FOR ANY PARTICULAR PURPOSE. CUSTOMER ACCEPTS AND AGREES THAT ANY USE OF REALYTICS OUTPUT IS AT CUSTOMER'S OWN RISK AND THAT CUSTOMER WILL NOT RELY ON REALYTICS OUTPUT AS A SOLE SOURCE OF TRUTH OR FACTUAL INFORMATION OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE OR FOR CUSTOMER'S OWN PROFESSIONAL JUDGMENT.

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

14. Limitation of liability

14.1 Exclusion of indirect damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF BUSINESS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF CONTRACTS, LOSS OF GOODWILL OR REPUTATION, WASTED EXPENDITURE OR WASTED MANAGEMENT TIME, LOSS OR CORRUPTION OF DATA, COST OF PROCURING SUBSTITUTE GOODS OR SERVICES, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.1A Claims relating to Realytics Output and to Customer's decisions

FOR THE AVOIDANCE OF DOUBT, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, SECTIONS 14.1 AND 14.2 APPLY TO ANY CLAIM THAT (A) REALYTICS OUTPUT WAS INACCURATE, INCOMPLETE, OUT OF DATE, MISLEADING OR UNSUITABLE FOR CUSTOMER'S PURPOSE; (B) ANY DECISION, ACT OR OMISSION BY CUSTOMER OR ANY THIRD PARTY IN RELIANCE ON REALYTICS OUTPUT CAUSED LOSS, WHETHER OR NOT SUCH RELIANCE WAS FORESEEABLE BY REALYTICS; OR (C) REALYTICS OWED AND BREACHED A DUTY OF CARE IN THE PREPARATION, GENERATION OR PROVISION OF REALYTICS OUTPUT, INCLUDING ANY CLAIM IN NEGLIGENCE, NEGLIGENT MISREPRESENTATION OR NEGLIGENT MISSTATEMENT. SECTION 9.10 SETS OUT CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES IN RESPECT OF MATTERS WITHIN CLAUSE (A).

14.2 Aggregate cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE, NEGLIGENT MISREPRESENTATION AND NEGLIGENT MISSTATEMENT), UNDER STATUTE, IN RESTITUTION OR OTHERWISE, AND REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO THE LIABILITY, or such other amount as is stated on the Order Form.

14.3 Single cap

The cap in Section 14.2 is an aggregate cap. Multiple claims, whether related or unrelated, do not increase it.

14.4 Exclusions from the cap

Sections 14.1, 14.1A and 14.2 do not apply to (a) Customer's 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 willful misconduct; (e) Customer's obligations under Section 15; (f) Customer's breach of Section 4, Section 6 or Section 9.7; or (g) Realytics' obligations under Section 16, which are subject to the separate cap in Section 16.4.

14.5 Allocation of risk; essential basis of the bargain

The parties acknowledge and agree that the limitations in this Section 14, the disclaimers in Section 13 and the provisions of Section 9 reflect a deliberate and negotiated allocation of risk between sophisticated commercial parties, each represented or having had the opportunity to be represented by counsel; 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 this Agreement in reliance on that allocation; and that the allocation forms an essential basis of the bargain between the parties. THESE PROVISIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY OF ITS ESSENTIAL PURPOSE.

14.6 Limitation period

To the maximum extent permitted by law, no claim arising out of or relating to this Agreement may be brought more than twelve (12) months after the date on which the claiming party first became aware, or should reasonably have become aware, of the facts giving rise to the claim.

15. Customer indemnification

Customer shall defend, indemnify and hold harmless Realytics, its Affiliates and their respective officers, directors, employees and agents from and against all third-party claims, demands, actions and proceedings, and all resulting losses, damages, liabilities, fines, penalties, settlements, costs and expenses (including reasonable attorneys' fees), arising out of or relating to:

(a) User Content, including any claim that it infringes a third-party right or was provided in breach of Section 5.3;

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

(c) Customer's breach of Section 4, including Section 4.3;

(d) Customer's use of the Service or Realytics Output in breach of this Agreement or in violation of law;

(e) any decision taken or not taken by Customer or a third party in reliance on Realytics Output, and any advice, recommendation, report, forecast or other deliverable Customer provides to a third party that is based on or incorporates Realytics Output;

(f) Customer's breach of Section 9.6, Section 9.7 or Section 9.8; and

(g) any claim by an Authorized User or by a client of Customer relating to the Service or to Realytics Output, including any claim that Realytics Output relied on by such person was inaccurate.

Realytics shall notify Customer of any claim for which it seeks indemnification. Customer shall not settle any claim in a manner that imposes any obligation or admission on Realytics without Realytics' prior written consent. Realytics may participate in the defense at its own expense and may assume control of the defense where Customer fails to defend diligently.

16. Realytics intellectual property indemnification

16.1 Indemnity

Realytics shall defend Customer against any third-party claim alleging that Customer's use of the Service in accordance with this Agreement infringes that third party's US copyright, trademark or trade secret rights, and shall pay damages finally awarded against Customer by a court of competent jurisdiction or agreed by Realytics in settlement of such claim.

16.2 Conditions

Realytics' obligation is conditioned on Customer (a) notifying Realytics in writing promptly and in any event within 15 days of becoming aware of the claim; (b) giving Realytics sole control of the defense and settlement; (c) providing reasonable cooperation at Realytics' request and expense; and (d) making no admission, settlement or compromise without Realytics' prior written consent.

16.3 Exclusions

Realytics has no obligation under Section 16.1 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 Realytics; (c) combination or use of the Service with any product, service, data or system not supplied by Realytics; (d) use of the Service other than in accordance with this Agreement and the Documentation; (e) Customer's continued use of an allegedly infringing version after a non-infringing version has been made available; (f) any beta feature, trial or free access; (g) compliance with Customer's specifications or instructions; or (h) any claim relating to a patent.

16.4 Realytics' options and cap

If a claim under Section 16.1 arises or in Realytics' reasonable opinion is likely to arise, Realytics may at its option and expense (a) procure the right for Customer 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 this Agreement on notice and refund prepaid Fees for the terminated portion for the period after the effective date of termination.

Realytics' total aggregate liability under this Section 16 shall not exceed the total Fees paid or payable by Customer under the applicable Order Form in the twelve (12) months preceding the claim.

16.5 Sole remedy

This Section 16 states Realytics' entire liability and Customer's sole and exclusive remedy for any claim that the Service infringes any third-party intellectual property right.

17. Term and termination

17.1 Term

This Agreement commences on the effective date of the first Order Form and continues until all Order Forms have expired or been terminated.

17.2 Non-renewal

Either party may elect not to renew a Subscription Term in accordance with Section 7.7.

17.3 Termination for material breach

Either party may terminate this Agreement or the affected Order Form if the other commits a material breach and fails to cure it within 30 days after written notice specifying the breach, except where Section 18.2 applies.

17.4 Insolvency

Either party may terminate immediately on written notice if the other becomes insolvent, makes an assignment for the benefit of creditors, files or has filed against it a petition in bankruptcy that is not dismissed within 60 days, has a receiver appointed, or ceases to carry on business.

17.5 Termination for convenience by Realytics

Realytics may terminate this Agreement for convenience on 60 days' written notice, and shall refund prepaid Fees for the period after the effective date of termination on a pro-rata basis.

17.6 Effect of termination

On termination or expiry: Customer's license under Section 3.1 terminates; Customer shall cease all use of the Service and Realytics Output, other than extracts already incorporated in client deliverables in accordance with Section 3.4 before termination; each party shall return or destroy the other's Confidential Information; and all accrued payment obligations become immediately due.

Where Customer terminates under Section 17.3 or 17.4, or Realytics terminates under Section 17.5, Realytics shall refund prepaid Fees for the period after the effective date of termination on a pro-rata basis. Where Realytics terminates under Section 17.3, 17.4 or 18.2, no refund is due and all Fees for the remainder of the then-current Subscription Term become immediately payable.

17.7 Data export

For 60 days after the effective date of termination or expiry, Realytics will retain Customer Data and provide Customer with access or a mechanism sufficient to export it in a commonly used machine-readable format, except where Realytics has terminated under Section 18.2(a), (b), (e) or (f), in which case Realytics may delete Customer Data immediately. After the export period Realytics may delete Customer Data and has no obligation to retain it, subject to legal retention requirements, the establishment or defense of legal claims, fraud prevention, and backups from which deletion is not reasonably practicable.

17.8 Survival

Sections 1.3, 4, 5.1, 5.3, 5.5, 5.6, 6, 7 (as to accrued amounts), 9 (other than Section 9.10), 10, 13.3, 14, 15, 16, 17.6, 17.7, 17.8, 21 and 22 survive termination or expiry. Sections 9.4, 9.6, 9.7 and 9.8 continue to apply to any Realytics Output that Customer retains or continues to use after termination.

18. Suspension

18.1 Suspension for non-payment

If any Fee is overdue, Realytics may suspend the Service on 10 days' written notice. Suspension does not relieve Customer of the obligation to pay.

18.2 Immediate suspension for cause

Realytics may suspend or terminate Customer's access to the Service, or any part of it, immediately and without liability, where Realytics reasonably believes that:

(a) Customer has breached Section 4.1(b), 4.1(d), 4.1(e), 4.1(g), 4.1(k), 4.2 or 4.3;

(b) Customer has engaged in fraud or material misrepresentation;

(c) Customer's account has been compromised or Customer's use presents a security risk to the Service, to Realytics or to any other customer;

(d) Customer's use is causing or is likely to cause material harm to the Service or to any third party;

(e) Customer's use is unlawful or exposes Realytics to liability or to regulatory or law enforcement action; or

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

Realytics will notify Customer of a suspension under this Section 18.2 as soon as reasonably practicable and, where the cause is capable of remedy and does not present an ongoing risk, will restore access promptly on remedy.

19. Compliance

19.1 Export control and sanctions

Each party shall comply with all applicable US export control and economic sanctions laws, including the Export Administration Regulations and the regulations administered by the Office of Foreign Assets Control. Customer represents that it is not, and is not owned or controlled by or acting on behalf of, any person on a restricted or denied party list, and is not located in a comprehensively sanctioned territory.

19.2 Anti-corruption

Each party shall comply with the US Foreign Corrupt Practices Act and all other applicable anti-bribery, anti-corruption and anti-money laundering laws.

19.3 US government customers

The Service is a "commercial product" and "commercial computer software" as those terms are used in FAR 2.101 and DFARS 252.227-7014. Any use, duplication or disclosure by or on behalf of the US Government is subject solely to the terms of this Agreement. Where Customer is a US federal, state or local government entity, provisions of this Agreement that are unenforceable against such an entity under applicable law shall be modified to the minimum extent necessary, or if that is not possible, severed, and the parties shall negotiate in good faith a substitute provision.

20. Insurance

Realytics shall maintain, with reputable insurers, commercial general liability, professional liability (errors and omissions) and cyber liability insurance in amounts consistent with industry practice for a business of its size and activity, and shall provide certificates of insurance on reasonable written request.

21. Dispute resolution

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS HOW DISPUTES BETWEEN THE PARTIES ARE RESOLVED. IT CONTAINS A BINDING ARBITRATION PROVISION, A CLASS ACTION WAIVER AND A JURY TRIAL WAIVER, EACH OF WHICH IS INDEPENDENTLY SEVERABLE.

21.1 Governing law

This Agreement and any dispute arising out of or relating to it or its subject matter or formation, including non-contractual disputes, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles and excluding the United Nations Convention on Contracts for the International Sale of Goods.

21.2 Escalation

Before commencing arbitration or litigation, the party raising the dispute shall notify the other in writing describing the dispute and the relief sought, and the parties shall attempt in good faith to resolve it through discussion between senior executives for 30 days from the date of the notice. This Section 21.2 does not prevent either party from seeking relief under Section 21.6 and does not extend any limitation period.

21.3 Claims for unpaid Fees and claims below US$50,000

The following claims are not subject to arbitration under Section 21.4 and shall be brought in court:

(a) any claim by Realytics for unpaid Fees, interest or costs of collection, of any amount; and

(b) any claim by either party where the total amount in controversy, excluding interest and costs, is less than US$50,000.

A claim within this Section 21.3 may be brought only in (i) the state or federal courts located in Wilmington, Delaware; (ii) the state or federal courts of the jurisdiction in which Customer has its principal place of business or is incorporated; or (iii) where the claim is brought by Realytics to recover or enforce against Customer's assets, the courts of any jurisdiction in which those assets are located.

Where the claim is brought by Realytics, the election among (i), (ii) and (iii) is Realytics'. Where the claim is brought by Customer, it shall be brought in the state or federal courts located in Wilmington, Delaware. Each party consents to the personal jurisdiction of those courts and waives any objection based on venue or forum non conveniens.

21.4 Arbitration of claims of US$50,000 and above

Any dispute arising out of or relating to this Agreement where the total amount in controversy is US$50,000 or more, including any question as to the existence, validity, interpretation, breach or termination of this Agreement, shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before one arbitrator, seated in Wilmington, Delaware, conducted in English.

The arbitrator shall have authority to determine arbitrability and to award any relief available in court, including attorneys' fees and costs where provided by this Agreement or by law. The award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act, 9 U.S.C. § 1 et seq., governs the interpretation and enforcement of this Section 21.4.

21.5 Confidentiality of proceedings

The existence, content and outcome of any arbitration under Section 21.4, and all documents produced in it, are Confidential Information, except as required by law or to enforce or challenge an award.

21.6 Injunctive relief

Notwithstanding Sections 21.2, 21.3 and 21.4, either party may at any time seek temporary, preliminary or permanent injunctive or other equitable relief, or an order for the preservation of evidence, from any court of competent jurisdiction, and doing so shall not constitute a waiver of, breach of, or election of remedies inconsistent with the arbitration agreement in Section 21.4.

21.7 Class action waiver

EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL 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 Section 21.7 is a separate and independent agreement between the parties, severable from and not dependent upon Section 21.4 or any other provision of this Section 21. If Section 21.4 is held void, unenforceable or inapplicable for any reason, in whole or in part, this Section 21.7 shall nevertheless remain in full force and effect and shall be enforced in any court proceeding. If this Section 21.7 is held void or unenforceable in whole or in part, Section 21.4 shall remain in full force and effect with respect to claims that may lawfully be arbitrated on an individual basis.

21.8 Jury trial waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

This Section 21.8 is a separate and independent agreement, severable from Sections 21.4 and 21.7, and shall survive and be enforceable notwithstanding any determination that either of those Sections is void or unenforceable.

21.9 Effect of invalidity of the forum allocation

If a court or arbitrator determines that the allocation of election in Section 21.3 is unenforceable by reason of a lack of mutuality, Section 21.3 shall take effect as if the election among the forums listed in Section 21.3(i) to (iii) were available equally to both parties, and if that is also held unenforceable, as if the state and federal courts located in Wilmington, Delaware had exclusive jurisdiction over claims within Section 21.3. The remainder of this Section 21 is unaffected.

22. General

22.1 Entire agreement

This Agreement, together with the Order Form and the incorporated documents, constitutes the entire agreement between the parties as to its subject matter and supersedes all prior agreements, proposals, representations and understandings. Each party acknowledges that it does not rely on, and shall 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 this Agreement, including any statement contained in marketing material, sales presentations, benchmark comparisons, product documentation, demonstrations, requests for proposal responses or public statements regarding the coverage, accuracy or reliability of the Service. The only remedies available in respect of any statement expressly set out in this Agreement are those provided in this Agreement. Nothing in this Section limits liability for fraud or fraudulent misrepresentation.

22.2 No purchase order terms

Any terms contained in Customer's purchase order, vendor portal, supplier onboarding documentation or similar document are void and of no effect, notwithstanding any acknowledgment, signature or continued performance by Realytics.

22.3 Amendment

This Agreement may be amended only by a written instrument signed by both parties, except that Realytics may update the Documentation, the Privacy Policy and the Acceptable Use Policy in the ordinary course, and may update the DPA where required by applicable data protection law. Where an update to the Documentation materially reduces the usage, request-rate, volume, caching or retention limits applicable to Customer's plan, Realytics will give at least 30 days' notice and Section 8.4 applies.

This Section does not apply to the Fees. Changes to the Fees are governed exclusively by Sections 7.8 to 7.11.

22.4 Assignment and subcontracting

Neither party may assign this Agreement without the other's prior written consent, except that either party may assign it in its entirety, without consent, to a successor in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets, provided the assignee is not a competitor of the other party. Realytics may perform its obligations through Affiliates and subcontractors and remains responsible for their performance. Subprocessing of personal data is governed by the DPA.

22.5 Notices

Notices shall be in writing and delivered to the addresses on the Order Form, by personal delivery, nationally recognized overnight courier, or email with confirmation of transmission. Notices to Realytics shall be sent to with a copy by courier to Reality Analytics, Inc., 1000 N. West Street, Suite 1200, Wilmington, Delaware 19801, United States, marked for the attention of the Legal Department. Notices are effective on receipt, or on the second business day after dispatch by courier, whichever is earlier.

22.6 Waiver and severability

No failure or delay in exercising a right operates as a waiver. If any provision is held invalid, illegal or unenforceable, it shall be modified to the minimum extent necessary to render it enforceable, or if that is not possible, severed, and the remaining provisions shall continue in full force. Sections 21.7, 21.8 and 21.9 apply in place of this Section 22.6 in respect of the provisions to which they refer.

22.7 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, terrorism, civil unrest, epidemic or pandemic, act of government or regulatory authority, strike or labor dispute, utility failure, 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 Section does not excuse Customer's obligation to pay Fees.

22.8 Relationship

The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency or fiduciary relationship.

22.9 No third-party beneficiaries

There are no third-party beneficiaries to this Agreement, except that Realytics' Affiliates may enforce Sections 10 and 15.

22.10 Counterparts and electronic signature

This Agreement may be executed in counterparts and by electronic signature, each of which is deemed an original.

22.11 Construction

Headings are for convenience only. "Including" means "including without limitation". References to a statute include it as amended. The singular includes the plural and vice versa.

Executed by the parties on the Order Form.

Realytics US Enterprise Terms of Service, version 1.3.