Terms and Conditions

1.1 Subject to these Terms, SuperSoniq grants Customer licensed access to our proprietary online platform ("Platform"), enabling Customer to utilize SuperSoniq's service(s) (as specified in the relevant Plan) to access business intelligence and insights regarding businesses and business professionals (each, a "Business Contact"), aggregated from various sources (collectively, "Data") maintained in SuperSoniq's B2B database ("Database"). The Database is accessible on a 'Platform as a Service' basis, including via API, integrated application, browser extension, downloadable software, or SuperSoniq's website (www.supersoniq.app) ("Site")) and any associated features, functionality, data, and content.

1.2 Customer intends to use and access the Platform and obtain Data for Customer's internal business operations for one or more of these objectives: B2B sales/marketing to prospects and existing customers, recruitment, business intelligence, or fraud prevention ("Purpose"). Accordingly, the parties agree to the following terms.

1.3 The parties acknowledge and agree that: (i) SuperSoniq operates as an interactive computer service and a B2B business intelligence provider. SuperSoniq is not a "data broker" under any applicable US state or federal law or regulation (including but not limited to the laws of California, Vermont, or Texas); (ii) The Database consists exclusively of Business Contact information used for professional B2B purposes; (iii) SuperSoniq does not knowingly collect or sell "personal information" from "consumers" (as defined by such statutes) with whom it has no direct relationship for personal, family, or household purposes; (iv) Customer's use of the Platform is strictly limited to the Purpose defined in Section 1.1, and Customer is prohibited from using the Data in any way that would re-characterize the Platform as a data brokerage or consumer reporting agency.

2.1 End Users

2.1.1 An "End User" refers to an individual user designated by Customer as a Platform user (up to the number of End Users specified in the applicable Plan). Customer bears sole responsibility for granting End Users Platform access, including adding and removing access rights. Customer is responsible for all End Users' compliance with these Terms.

2.1.2 If you use SuperSoniq as part of an organization or with your organization's email domain (thereby representing yourself as an organization member) ("You"), You represent, warrant, and covenant that You possess authorization to enter this agreement for such business organization, regardless of whether You or Your company pays the Fees. Such business organization becomes a party bound by these terms as the Customer, and SuperSoniq may share Your email address and plan information with an authorized company agent upon request for account administration purposes. Platform use is prohibited for anyone under age 18. Where You or Your employer have executed another written agreement with SuperSoniq regarding Your account containing terms that directly conflict with these Terms, such other agreement's conflicting terms will prevail.

2.1.3 If Customer designates additional End Users exceeding the number in the applicable Plan, SuperSoniq may consider such designation as Customer's subscription to additional End Users. SuperSoniq may then charge Customer additional Fees equal to the current per-End User rate multiplied by the period from designation date through the current Term's end.

2.2 Account

2.2.1 End Users access the Platform by creating an account with unique username and password ("Login Credentials"). To obtain Login Credentials, Customer acknowledges End Users must provide SuperSoniq certain identifying information (including names and business email addresses), which must be accurate and complete. Customer agrees to immediately notify us of any unauthorized account use or Login Credential changes. By accepting these Terms, Customer declares responsibility for all account activities.

2.2.2 Login Credentials must remain confidential and secure, may not be shared, and must only be used by designated End Users. End Users cannot re-assign, transfer, or sublicense their accounts to third parties. If Login Credentials are disclosed to non-End User Customer employees, this constitutes Customer's subscription to additional End Users equal to the number of disclosure recipients as of disclosure time. SuperSoniq bears no liability for damages or losses from unauthorized account use.

2.2.3 Upon account creation, each End User automatically joins our mailing list. End Users may remove their email addresses by selecting the "unsubscribe" link in any SuperSoniq email communication.

2.2.4 If an End User's employment terminates, their Platform access authorization automatically revokes without SuperSoniq action. Customer may either transfer the End User license to a different user with Customer's domain email address or terminate the End User's account. No refunds apply in such cases.

2.3 Credits

Any individual accessing the Platform under these Terms must be provisioned as an End User. A "Credit" means a non-exclusive, non-sublicensable, non-transferable, worldwide, revocable, and limited right to access one (1) Business Contact throughout the Term. Credits purchased but unused by Term end expire without rollover to renewal terms. Additional Credits may be purchased ad hoc for additional fees. Business Contact content (including available data points or accuracy) is provided as-is; once used, Credits cannot be revoked, and no replacement Credits or refunds are provided based on record amount or quality.

2.3.1 Credit Types and Wallets. The Platform utilizes two distinct, non-interchangeable credit types: (i) "Data Credits": Used to access Business Contacts as defined in Section 2.3. (ii) "Verification Credits": Used specifically for the "Email Verifier" Feature.

2.3.2 Non-Exchangeability. Data Credits and Verification Credits are maintained in separate digital wallets within the Customer's account. Customer acknowledges that: (i) Credits are non-exchangeable and cannot be transferred between wallets (e.g., Data Credits cannot be converted into Verification Credits, and vice-versa); (ii) Each credit type must be purchased specifically for its designated purpose; (iii) Unused credits in either wallet expire at the end of the Term and do not roll over.

3.1 Subject to these Terms, SuperSoniq grants Customer a non-exclusive, non-sublicensable, non-transferable, worldwide, revocable, and limited right throughout the applicable subscription period ("Term") to use the Platform for the Purpose, limited to the specified number of End Users and Credits through which Customer receives Data via Platform use.

3.2 Following Term termination and subject to these Terms' restrictions, Customer may only continue using Data legally obtained from SuperSoniq under these Terms and stored on Customer's systems during the Term.

3.3 The Platform is subject to usage limits outlined in the incorporated Acceptable Use Policy.

4.1 SuperSoniq guarantees 99% Platform availability weekly ("Platform Availability"). This excludes planned system maintenance outages performed, when possible, outside usual business hours (GMT) or on weekends ("Planned Outages") and unavailability from factors beyond SuperSoniq's reasonable control, including unpredictable, unforeseeable events unavoidable despite reasonable care. Except for emergencies, Planned Outages minimize Platform impact and resolve within 12 hours. If system availability falls below Platform Availability, Customer may provide written notice to SuperSoniq. If availability again falls below Platform Availability within 3 months, Customer may terminate these Terms with written notice and receive prorated refunds of prepaid fees for complete remaining Term months as of termination date.

4.2 SuperSoniq provides various tools addressing frequently asked questions and technical/general support issues. SuperSoniq regularly tests updates, maintenance, error resolution, and other Platform improvements. SuperSoniq doesn't commit to maintaining these services and reserves the right to change, reduce, limit, or terminate maintenance and support efforts.

4.3 SuperSoniq may access, collect, and use information from or relating to Customer and Customer's Platform use ("Related Information") for customer/technical support, regulatory/third-party compliance, rights protection and enforcement, Terms compliance monitoring and breach investigation, and additional product/service recommendations. SuperSoniq may share this information with partners or affiliates for identical purposes. Customer grants SuperSoniq and affiliates perpetual rights to use Related Information and feedback to test, develop, improve, and enhance products and services, and create derivative works from Related Information and feedback, provided neither Customer, End Users, nor individuals are identifiable as information sources.

5.1 We reserve the right to modify, change, suspend, or discontinue the Platform or Features temporarily or permanently ("Changes") with or without notice, without liability, anytime and for any reason, including automatic Changes for Platform improvement, enhancement, or debugging purposes. We'll notify Customer of adverse material Changes via Site, Platform (including email notification or on-screen pop-ups), or otherwise before Changes become effective. Other non-material changes become effective upon the "last updated" date atop these Terms.

5.2 Customer's continued Platform use following Changes constitutes complete, irrevocable acceptance of Changes and revised Terms. If Customer disagrees with new/modified Terms, Customer's sole remedy is Platform use discontinuation. The current Terms version supersedes all earlier versions.

6.1 Between SuperSoniq and Customer, all intellectual property rights in Data, Database, Platform, and parts thereof, including derivatives, changes, and improvements, belong exclusively to SuperSoniq. SuperSoniq owns Platform layout, user interfaces, appearance, trademarks, and other intellectual property.

6.2 If Customer provides SuperSoniq suggestions or feedback concerning Data, Database, Platform, or any customizations, features, improvements, modifications, corrections, enhancements, derivatives, or extensions ("Customer Suggestions"), such Customer Suggestions become SuperSoniq's sole property (except Customer Data within Customer Suggestions, which remains Customer's property). Customer irrevocably transfers and assigns all intellectual property or proprietary rights in Customer Suggestions to SuperSoniq and, to maximum legal extent, waives all derivative rights and copyrights to Customer Suggestions and irrevocably waives rights to claim or bring proceedings regarding such rights.

6.3 Customer shall not use SuperSoniq trade names, trademarks, service marks, brands, logos, or SuperSoniq website links for any purpose beyond these Terms, including in Data-based communications, without SuperSoniq's prior written consent.

7.1 Customer shall not, and shall not permit third parties to:

• 7.1.1 interfere or attempt interference with Platform, infiltrate, hack, reverse engineer, decompile, or disassemble Platform or Database, or use Data to compile similar databases, platforms, or services or compete with SuperSoniq;
• 7.1.2 use robots or automated means to access/scrape Platform or extract Data beyond Platform-provided tools (e.g., CRM export integrations);
• 7.1.3 override, circumvent, or attempt to override/circumvent Platform security features, controls, or use limits;
• 7.1.4 use Data for reasons or ways beyond the Purpose;
• 7.1.5 publish, distribute, share, sell, lease, transfer, or otherwise make Data available to third parties and will use best efforts preventing Data misuse or unauthorized use by third parties;
• 7.1.6 purport to or factually sub-license Platform access/use rights or provide remote Platform access to/for third parties or unauthorized persons;
• 7.1.7 permit single End User license use by multiple individuals;
• 7.1.8 use Platform to determine consumer eligibility for credit/insurance for personal/family/household purposes, employment, governmental licenses/benefits, or Fair Credit Reporting Act purposes or similar legislation in relevant jurisdictions;
• 7.1.9 violate third-party privacy and other rights;
• 7.1.10 use Platform or Data for purposes deemed stalking, offensive, abusive, defamatory, fraudulent, deceptive, threatening, or advocating harassment/intimidation;
• 7.1.11 disparage or misrepresent SuperSoniq capabilities or reputation; and
• 7.1.12 disclose Data sources from SuperSoniq unless legally obligated.

7.2 Regarding Data use, Customer agrees to comply with all applicable data protection, security, marketing, or privacy-related laws, statutes, directives, or regulations, including but not limited to:

• 7.2.1 General Data Protection Regulation 2016/679, Privacy and Electronic Communications Directive 2002/58/EC, with any amending/replacement legislation, any EU Member State laws/regulations thereunder ("EU GDPR");
• 7.2.2 UK Data Protection Act 2018, UK General Data Protection Regulation, and Privacy and Electronic Communications Regulations 2003 ("UK GDPR" and, with EU GDPR, the "GDPR");
• 7.2.3 California Consumer Privacy Act of 2018 and California Consumer Privacy Act Regulations with any amending/replacement legislation ("CCPA");
• 7.2.4 U.S. Federal CAN-SPAM Act of 2003 ("CAN-SPAM") and Canada's Anti-Spam Legislation ("CASL") with any amending/replacement legislation; and
• 7.2.5 all other equivalent laws/regulations in relevant jurisdictions regarding Personal Data and privacy;
• 7.2.6 each as may be amended, consolidated, extended, re-enacted, or replaced. "Personal Data" has the meaning in EU GDPR.

7.3 Upon Customer violation of this Section's obligations, SuperSoniq may immediately suspend Customer's Platform access. Beyond other legal damages, should Customer or persons using Platform through Customer's account intentionally breach material Terms, SuperSoniq may seek injunctive relief, including attorneys' fees and court costs.

7.4 If SuperSoniq informs Customer of data subject requests for Personal Data removal from SuperSoniq's Platform, Customer shall remove such data from possession without undue delay unless Customer has another valid legal basis for processing. Customer confirms maintaining an active 'administrator' status End User ("Admin") responsible for ensuring compliance with this requirement.

8.1 Each party processes Personal Data in accordance with applicable data protection laws and SuperSoniq's Privacy Notice ("Personal Data" has the meaning set forth in applicable data protection laws, including Regulation (EU) 2016/679).

8.2 Customer authorizes SuperSoniq to store/process Customer Data in the United States or countries where SuperSoniq or sub-processors maintain facilities. Customer appoints SuperSoniq to transfer Customer Data to such countries and store/process Customer Data to provide Platform or per Customer's documented instructions. Transfers occur via legally enforceable safeguarding mechanisms, including Standard Contractual Clauses where applicable.

8.3 SuperSoniq may provide certain features including artificial intelligence ("AI"), machine learning, or similar functionality ("AI Features"). These may include technology from SuperSoniq or third-party providers.

8.4 SuperSoniq acknowledges Customer Data from account integrations and enrich services is confidential. SuperSoniq commits to safeguarding Customer Data and respecting user privacy, confirming it won't use Customer Data for public AI training. However, AI Features may train in SuperSoniq's local/offline environment for product/research development, mainly regarding Customer metadata. For example, AI Features may analyze what certain companies (similar size/industry as Customer) search for on Platform and recommend better enrichment results to other Customers based on such searches.

9.1 Each party (a "receiving party") may access certain non-public proprietary, confidential information or data of the other party (a "disclosing party"), regardless of provision method, which reasonable persons/entities should believe is proprietary, confidential, or competitively sensitive ("Confidential Information"). The parties' agreement to these Terms and Terms contents are deemed Confidential Information.

9.2 Confidential Information excludes information that: (i) becomes publicly available through no receiving party fault/breach; (ii) receiving party demonstrates in records as rightfully possessed before disclosing party's Confidential Information disclosure; (iii) receiving party rightfully obtains from third parties with transfer/disclosure rights, without Terms default/breach; or (iv) receiving party demonstrates in records as independently developed without Terms breach or Confidential Information use/reference.

9.3 The receiving party agrees:

• 9.3.1 not to disclose disclosing party's Confidential Information to third parties except to its directors, officers, employees, advisors, or consultants (collectively, "Representatives") on strict "need to know" basis, provided Representatives are bound by written agreements with confidentiality obligations as protective as herein;
• 9.3.2 inform disclosing party immediately upon awareness or suspicion of unauthorized party awareness/access to Confidential Information;
• 9.3.3 not to use/reproduce, or knowingly allow reproduction of, disclosing party's Confidential Information for any purposes except executing rights/responsibilities under these Terms, unless Terms provide otherwise; and
• 9.3.4 keep disclosing party's Confidential Information confidential using at least the same care degree for own confidential information protection, which shall not be less than reasonable care degree.

9.4 If receiving party is legally required by applicable law, rule, or regulation to disclose disclosing party's Confidential Information, before disclosure, receiving party provides written notice (to extent legally permissible) to disclosing party for appropriate relief seeking and discloses Confidential Information to minimum required extent.

9.5 Customer shall not ridicule, defame, mock, disparage, stalk, intimidate, threaten, harass, harm, advocate, incite harassment, or abuse another person, group, SuperSoniq employees, including customer service representatives, hatefully, racially, religiously, ethnically, or otherwise.

9.6 Customer acknowledges Data obtained using Credits is for Customer use only and disclosure to third parties of Business Contacts, permitting third-party Business Contact record access through Login Credentials, or Business Contact use for/on behalf of third parties ("Covered Breach") damages SuperSoniq in difficult-to-quantify amounts. To avoid time/expense quantifying direct damages from Covered Breach, if Customer negligently or intentionally commits Covered Breach, SuperSoniq receives liquidated damages from Customer equal to $2.00 per disclosed/used/made available Business Contact record per third-party recipient/beneficiary. Such liquidated damages are cumulative with other Covered Breach damages.

10.1 Each party represents and warrants that: (i) these Terms constitute legal, valid, binding obligations, enforceable per these Terms; (ii) it validly exists in good standing and is qualified for business; (iii) these Terms performance, Plan purchase, and Platform use are properly authorized.

10.2 Customer represents and warrants to SuperSoniq that:

• 10.2.1 it isn't a data broker and doesn't enter these Terms to resell Data to third parties unless data subjects actively allowed it;
• 10.2.2 it won't engage in conduct bringing or likely bringing SuperSoniq's reputation into disrepute;
• 10.2.3 it shall ensure all information provided to SuperSoniq regarding these Terms and Customer's obligations performance remains true and correct in all respects;
• 10.2.4 it isn't named on U.S. or other government restricted-party lists and won't permit End-User Platform access/use in U.S.-embargoed countries/regions or for prohibited end uses (e.g., nuclear, chemical, biological weapons proliferation, or missile-development purposes);
• 10.2.5 it won't take action (or omit action) directly or indirectly infringing upon or misappropriating SuperSoniq or affiliates' intellectual property; and
• 10.2.6 its Terms execution and Platform/Data use won't violate applicable laws, rules, or regulations.

11.1 Customer indemnifies and holds harmless SuperSoniq and affiliates, suppliers, partners, officers, agents, and employees from claims, costs, demands, losses, damages, or expenses (including reasonable attorney's fees) arising from:

• 11.1.1 Customer's information, messages, or materials sending to Business Contacts (including via email, mail, or fax) violating laws or third-party rights;
• 11.1.2 Customer's Terms violations;
• 11.1.3 any data Customer provides to SuperSoniq;
• 11.1.4 undue or unauthorized Customer or representative interference with Platform, Data, or Database;
• 11.1.5 Data use or Platform access violating laws or by third parties Customer granted access (including access via End User login credentials);
• 11.1.6 gross negligence, willful misconduct, or fraudulent Customer and/or representative acts/omissions in carrying out or failing to carry out Terms obligations.

11.2 SuperSoniq defends and indemnifies Customer from costs, liabilities, damages, losses, and expenses (including reasonable legal fees) finally awarded or settled against Customer from third-party claims alleging Platform infringes intellectual property rights. These indemnification obligations don't apply if: (i) allegations don't specifically state Platform as Customer claim basis; (ii) claims arise from Platform use/combination with software, hardware, data, or processes not SuperSoniq-provided if Platform wouldn't infringe without combination; or (iii) claims arise from Customer's Terms breach. SuperSoniq bears no liability for Customer, employee, agent, partner, service provider, sub-processor, or third-party actions/inactions regarding Data.

11.3 To claim indemnification under these Terms, indemnified party provides indemnifying party: (i) prompt written claim notice; (ii) right to control and direct claim investigation, defense, and settlement (except indemnifying party cannot settle claims/proceedings unless unconditionally releasing indemnified party from liability); and (iii) reasonable cooperation with related investigation, defense, and settlement.

12.1 SUPERSONIQ PROVIDES PLATFORM ACCESS AND DATA TO CUSTOMER "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, BEYOND WARRANTIES EXPLICITLY SPECIFIED HEREIN AND ONLY TO SPECIFIED EXTENT, INCLUDING TITLE, MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE OR ACCURACY WARRANTIES. CUSTOMER HAS NO RIGHT TO MAKE OR PASS REPRESENTATIONS OR WARRANTIES ON OTHER PARTY'S BEHALF TO THIRD PARTIES.

12.2 NOTWITHSTANDING ANYTHING CONTRARY HEREIN, SUPERSONIQ DOESN'T WARRANT THAT PLATFORM, DATA, OR RELATED SERVICES: (i) WILL BE DELIVERED OR PERFORMED ERROR-FREE OR WITHOUT INTERRUPTION; (ii) WILL MEET CUSTOMER'S REQUIREMENTS; (iii) MAY BE USED OR RELIED UPON BY CUSTOMER OR OTHERS TO COMPLY WITH LAWS, RULES, REGULATIONS, INDUSTRY STANDARDS, OR POLICIES, NOR THAT PLATFORM RENDERS CUSTOMER OR OTHERS COMPLIANT WITH LAWS, RULES, REGULATIONS, INDUSTRY STANDARDS, OR POLICIES.

IF CUSTOMER USES PLATFORM INTENDING OR FOR COMPLYING WITH LAWS, RULES, REGULATIONS, INDUSTRY STANDARDS, OR POLICIES, CUSTOMER ACKNOWLEDGES PLATFORM IS PROVIDED "AS IS" IN THAT REGARD, AND CUSTOMER ASSUMES FULL COMPLIANCE RESPONSIBILITY. CUSTOMER AGREES SUPERSONIQ HAS NO LIABILITY FOR CUSTOMER'S PLATFORM USE OR RELIANCE FOR SUCH PURPOSES. DATA OBTAINED VIA PLATFORM ARE AT CUSTOMER'S RISK AND DISCRETION; SUPERSONIQ ISN'T RESPONSIBLE FOR DAMAGE TO CUSTOMER'S COMPUTER, CUSTOMER DATA, OR BUGS, VIRUSES, TROJAN HORSES, OR OTHER DESTRUCTIVE CODE FROM PLATFORM USE OR OBTAINED DATA.

12.3 SUPERSONIQ OPERATES AS INTERACTIVE COMPUTER SERVICE. MOST PROVIDED INFORMATION ISN'T SUPERSONIQ-CREATED BUT WEB-RETRIEVED OR FROM OTHER USER AND BUSINESS PARTNER RELEVANT DATA CONTRIBUTIONS; SUPERSONIQ HAS NO LEGAL LIABILITY OR RESPONSIBILITY FOR DATA ACCURACY OR COMPLETENESS PROVIDED THROUGH PLATFORM USE except as expressly specified herein and only to specified extent. CUSTOMER ASSUMES ALL RESPONSIBILITY AND RISK FOR PLATFORM AND DATA USE.

12.4 Though SuperSoniq uses best efforts providing accurate data, SuperSoniq and sub-processors have no legal liability or responsibility for Platform information accuracy or completeness, including individual geographic location information; Customer acknowledges such information could pertain to individuals in jurisdictions where Customer expressed no interest.

12.5 SuperSoniq isn't responsible for instances beyond its control, including:

• 12.5.1 Customer actions/inactions resulting in Platform loss or interruption; and
• 12.5.2 events or outages affecting SuperSoniq's Platform provision to Customer beyond SuperSoniq's control and/or responsibility.

12.6 SuperSoniq profiles may reference other website links ("Linked Sites"). SuperSoniq neither endorses nor affiliates with Linked Sites and isn't responsible for Linked Sites content or use.

12.7 A "Third Party Product" is any third-party product, application, service, software, network, system, directory, website, database, and/or separately obtained information linking to Platform or Customer may connect/enable with Platform, including Third Party Products Customer or at Customer's direction integrates directly into Platform or Features. If Customer shares Customer Data, including through Third Party Products or integrations, Customer is solely responsible for third-party Customer Data actions and Customer's third-party relationship. Customer is solely responsible for Third Party Product effects on Customer Data, including deletion or corruption. Except for sub-processors, Customer acknowledges SuperSoniq isn't responsible for Customer or agent (including End User) Customer Data disclosure to third parties or Third Party Product effects on Customer Data.

12.8 Certain AI Features may provide output based on Customer-input Customer Data. Customer acknowledges and agrees such AI Features may provide inaccurate or false output; Customer must validate such data.

13.1 SUPERSONIQ WON'T BE LIABLE FOR PUNITIVE, MULTIPLE LOST PROFITS, LOST BUSINESS, LOSS OF USE, LOSS OF DATA, LOST OR CORRUPTED DATA DAMAGES, COST OF SUBSTITUTE GOODS OR SERVICES PROCUREMENT, OR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, ON ANY LIABILITY THEORY, WHETHER FOR TERMS BREACH, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT SUPERSONIQ WAS ADVISED OF SUCH DAMAGES POSSIBILITY.

13.2 NOTWITHSTANDING ANYTHING CONTRARY HEREIN, SUPERSONIQ'S LIABILITY AND ITS OFFICERS', DIRECTORS', INVESTORS', EMPLOYEES', AGENTS', ADVERTISERS', LICENSORS', SUPPLIERS', SERVICE PROVIDERS', AND OTHER CONTRACTORS' LIABILITY TO CUSTOMER OR THIRD PARTIES UNDER ANY CIRCUMSTANCE IS LIMITED TO MAXIMUM USD100.

14.1 Fees

14.1.1 Certain Plans and Features require payment of particular fees ("Fee(s)"), as SuperSoniq determines in sole discretion ("Paid Plan"). SuperSoniq provides notice of then-effective Fees for Plans at sign-up. All Fees are due and payable in advance via credit card per SuperSoniq's instructions. All Fees are deemed U.S. Dollars.

14.1.2 SuperSoniq reserves right to change Fees anytime, with notice to Customer if changes affect Customer's existing Plan. If Customer received discounts or promotional offers, SuperSoniq may automatically without notice renew Customer's Plan at full, then-applicable Fee.

14.1.3 All payments under these Terms are non-refundable.

14.2 Taxes

14.2.1 To extent legally permitted (unless SuperSoniq specifies otherwise in writing), all Fees exclude all taxes (including value added tax, sales tax, goods and services tax, etc.), levies or duties imposed by taxing authorities, or other similar governmental charges, howsoever designated, except taxes based on SuperSoniq's net income ("Taxes"). Customer is responsible for all applicable Taxes relating to Platform use or Customer payments/purchases. SuperSoniq isn't responsible for additional fees or costs.

14.3 Late Payment

14.3.1 If Customer fails to pay Fees by due date (per chosen Plan), SuperSoniq may, without prejudice to other legal rights, implement at sole discretion with Customer notice, a Suspension or Limitation process below. Amounts payable to SuperSoniq remaining unpaid after due date incur late charges equal to 1.5% of invoice amount monthly from due date until paid. Customer pays all collection fees, including legal expenses, for late payment collection.

14.4 Chargebacks

14.4.1 SuperSoniq reserves right to dispute Customer chargebacks, including by providing relevant credit card companies or financial institutions information and documentation proving Customer authorized chargebacks and continued Platform use thereafter. Customer's Platform use won't resume until Customer re-subscribes for new Plan and pays applicable Fees in full, including fees and expenses SuperSoniq and/or Third Party Services incurred per chargeback.

15.1 Customer acknowledges through Platform use or otherwise, Customer may transmit Business Contact information to SuperSoniq for matching, cleansing, or updating records with Database information. When such information is transmitted, SuperSoniq makes commercially reasonable efforts consistent with research protocols and priorities to respond to match, clean, and append requests by researching and/or verifying submitted business contact information and supplementing Database with verified information. SuperSoniq may use email deliverability data (like email "bounce" data) accessible through Customer's Platform use to improve Database by, for example, eliminating invalid email addresses from Data.

15.2 Contributed Data Ownership. If Customer uploads, transmits, or otherwise provides data to the Platform for matching, enrichment, or any other purpose ("Contributed Data"), Customer hereby irrevocably assigns to SuperSoniq all right, title, and interest in and to such Contributed Data, including all associated intellectual property rights. Customer represents, warrants, and covenants that: (i) All Contributed Data was obtained legally and in full compliance with all applicable data protection and privacy laws; (ii) Customer possesses all necessary rights, licenses, and consents to transfer such data to SuperSoniq for SuperSoniq's unrestricted use, including for the improvement of its Database and Platform; and (iii) The provision of Contributed Data to SuperSoniq does not violate any third-party rights or contractual obligations.

16.1 If Customer commits acts or omissions which, in SuperSoniq's opinion, are or could prejudice its interests or subject SuperSoniq to liability; uses Platform posing security risks or potentially adversely affecting Platform; or engages in or is suspected of bribery, fraud, or otherwise corrupt or illegal actions/omissions, SuperSoniq may, without prejudice to other legal rights, implement the Suspension process:

16.1.1 unilaterally suspend or discontinue Platform provision to Customer ("Suspension") for 14 (fourteen) days ("Suspension Period") or other reasonable party-agreed time;

• 16.1.1.1 If Customer remedies Suspension cause during Suspension Period, Suspension lifts immediately or as soon as practicable;
• 16.1.1.2 If Customer fails to remedy Suspension cause within Suspension Period, SuperSoniq reserves right to terminate these Terms immediately; or

16.1.2 immediately terminate these Terms, and in either case, claim from Customer direct damages or losses suffered.

16.2 SuperSoniq may, in sole discretion based on internal compliance processes, use technological means placing reasonable use limits on Customer's daily or monthly Credit consumption or Platform access as deemed appropriate ("Limitation") to protect against potential or suspected fraud, hacking attacks, Data misuse, excessive use, and similar.

16.3 Customer acknowledges if SuperSoniq determines through compliance verification processes that Customer violates representations and/or warranties herein, SuperSoniq retains right to unilaterally terminate these Terms with 7 days' prior written Customer notice, unless Customer provides compliance assurances to SuperSoniq.

17.1 Term

17.1.1 These Terms commence upon SuperSoniq's receipt of full Customer Fee payment, unless parties agree otherwise in writing, and continue for the subscription period applicable to purchased Plan ("Initial Term") or any Renewal Term (collectively, "Term").

17.2 Auto-renewal

17.2.1 To ensure uninterrupted service without loss, at Initial Term end (or each Renewal Term), Plan automatically renews ("Renewal Date") by default for renewal period equal to original subscription period ("Renewal Term") at then-current pricing for current Plan ("Renewing Paid Plan").

17.2.2 On Renewal Date, SuperSoniq automatically charges Customer applicable Renewing Paid Plan Fees using same payment means ("Renewal Charge"). If Renewal Charge fails, SuperSoniq may, in sole discretion, retry collecting Renewal Charge up to two (2) weeks, during which Customer's account might suspend.

17.3 Termination

17.3.1 Customer may request Terms termination (and thereby Plan) anytime per Platform instructions. Effective Plan cancellation date is current Term end.

17.3.2 Notwithstanding above, Renewing Paid Plan subscriptions discontinue only upon respective paid period expiration. As cancellation processing takes days, to avoid next automatic renewal and charge, make cancellation requests at least fourteen (14) days before current service period expiration.

17.3.3 SuperSoniq may terminate these Terms immediately with written Customer notice if: (i) Customer materially breaches Terms and fails to cure within seven (7) days after written notice; (ii) Customer is declared bankrupt/insolvent; or (iii) SuperSoniq deems Plan deprecated, providing 30 days prior written notice.

17.4 Effects of Termination

17.4.1 Upon Terms termination for any reason, Customer will: (i) immediately cease Platform and related services use; and (ii) all payments become due and payable.

17.4.2 Upon termination from Customer's Terms breach, Customer shall: (i) immediately provide SuperSoniq complete list of all third parties receiving Data disclosure; and (ii) irrevocably delete all Data, except Data already known to Customer before Platform obtaining.

18.1 If Customer's incorporation country is United States, these Terms, including Section 19 arbitration agreement, interpret per New York State laws, without conflict of laws principles. Subject to Section 19, disputes from or regarding these Terms are brought exclusively before competent New York State courts in Manhattan, New York City.

18.2 If Customer's incorporation country isn't United States, these Terms interpret per England and Wales laws without conflict or choice of laws principles. Subject to Section 19, disputes are brought exclusively before competent England and Wales courts in London.

19.1 Both parties agree to resolve disputes (except Litigation Claims below) through final, binding arbitration as detailed. Before filing claims, parties agree to informal dispute resolution attempts and reasonable efforts contacting each other before formal action. If disputes aren't resolved within 15 days after first dispute notification, either party may initiate arbitration proceedings.

19.2 If Customer's incorporation jurisdiction is United States, parties agree disputes are referred to and finally resolved by arbitration under Commercial Arbitration Rules and Supplementary Procedures for Consumer-Related Disputes, administered by American Arbitration Association ("AAA"). Arbitration proceeds individually with sole arbitrator. Parties agree arbitration occurs in New York, New York, or at Customer election, telephonically or via remote electronic means.

19.3 If Customer's incorporation jurisdiction is anywhere except United States, parties agree disputes are referred to and finally resolved by arbitration under LCIA Rules. One arbitrator. Arbitration seat/legal place is London, England. Arbitral proceedings language is English.

19.4 These claims ("Litigation Claims") aren't subject to the arbitration agreement and are litigated in competent jurisdiction courts: (a) disclosing party claims for unauthorized Confidential Information disclosure or misuse; (b) SuperSoniq Fee collection claims; and (c) mandatory or prohibitory injunctive relief claims.

19.5 No party commences or prosecutes/defends disputes on any legal theory except individual, non-class, non-collective action basis. Arbitrator lacks power consolidating arbitrations under these Terms with others absent all involved party agreement.

20.1 Neither party is liable for performance delays or failures due to acts, war, omissions, epidemics, pandemics, or conditions beyond affected party's reasonable control ("Force Majeure Event"), provided affected party notifies other and makes reasonable efforts resuming performance promptly. Neither Force Majeure Events nor Terms termination therewith relieves either party from paying outstanding payments due under these Terms.

21.1 Without limiting above, SuperSoniq retains right to fully cooperate with valid legal process from jurisdictional law enforcement authorities requesting or directing Customer Data or other Platform information disclosure. CUSTOMER WAIVES AND HOLDS HARMLESS SUPERSONIQ AND AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM CLAIMS RESULTING FROM SUPERSONIQ OR FOREGOING PARTY ACTIONS DURING OR RESULTING FROM INVESTIGATIONS AND FROM ACTIONS AS CONSEQUENCE OF INVESTIGATIONS BY US, SUCH PARTIES, OR LAW ENFORCEMENT AUTHORITIES.

22.1 These Terms (as amended) constitute entire party understanding concerning subject matter and supersede all prior and contemporaneous written agreements and discussions. In term conflicts, these Terms prevail.

22.2 No amendment, modification, consensual cancellation, waiver, relaxation, or provision suspension is binding unless written and party-signed.

22.3 Customer agrees SuperSoniq may disclose Customer as SuperSoniq client. While Terms are effective, Customer grants SuperSoniq right to reference Customer's company name and logo in marketing materials and SuperSoniq's website until Platform use discontinuation.

22.4 If any Terms provision is void or unenforceable per competent court or arbitral body, such section interprets as necessary giving maximum force to provisions, and remainder Terms validity and enforceability unaffected.

22.5 Either party's failure enforcing Terms provisions anytime isn't interpreted as such provisions waiver or party's right to enforce each provision.

22.6 All Terms notices are written (electronic or otherwise) and deemed duly given: (i) when delivered to party-provided address by messenger during recipient normal business hours; (ii) third business day following posting by international airmail or reputable international carrier service; or (iii) when sent to party-provided email address via email, provided no send failure notification received.

22.7 Customer cannot transfer or assign rights or obligations under these Terms to third parties. Purported assignments contrary to this section are void. Notwithstanding, each party may assign rights and obligations under these Terms to related entities or upon merger, acquisition, or all/substantially all business sale without other party consent, provided in Customer's case, assignee isn't data broker or SuperSoniq competitor.

22.8 Parties acknowledge entering these Terms not based on or relying on representations, warranties, or other provisions except as expressly provided herein; all conditions, warranties, and other terms implied by statute or common law are excluded to fullest legal extent.

22.9 Nothing in these Terms creates or construes partnership, joint venture, agency, or employment relationship between parties.

For additional questions, please contact us: