These Terms of Service (the “Terms”) are a binding agreement between IDENRI USA LLC, a company incorporated in the United States with registration number 2025-001669758 and its registered office at 30 North Gould Street, Suite N, Sheridan, WY 82801, United States (“IDENRI”, “we”, “us”), and the person or business that registers for or uses the Services (the “Customer”, “you”). Please read them carefully before using the Services.

1. INTRODUCTION AND ACCEPTANCE

1.1 Acceptance: You accept these Terms when you create an Account, click a button or tick a box to accept them, sign an Order Form that refers to them, or use the Services, whichever happens first. If you do not agree, you must not use the Services.

1.2 Business use only: The Services are offered to businesses and professionals for business purposes only. They are not offered to consumers. You must be at least 18 years old. If you accept these Terms on behalf of a company or other entity, you confirm that you have authority to bind it, and “Customer” then means that entity.

1.3 Documents forming the agreement: The agreement between you and IDENRI consists of these Terms, any Order Form, the Data Processing Agreement (the “DPA”), including the Standard Contractual Clauses where they apply, and our Documentation and Pricing Page. If these documents conflict, the following order of priority applies: (a) the Standard Contractual Clauses; (b) the DPA; (c) the Order Form; (d) these Terms; (e) the Documentation and Pricing Page. Terms in your purchase orders or other procurement documents do not apply.

1.4 Privacy Policy: Our Privacy Policy explains how IDENRI handles personal data for its own purposes, such as managing your Account and billing. It does not replace the DPA.

2. DEFINITIONS

“Account” means the account through which you and your Authorized Users access the Services.

“Affiliate” means any entity that controls, is controlled by, or is under common control with a party, where control means ownership of more than 50% of the voting interests.

“API” means IDENRI’s application programming interface and related keys, endpoints and software development tools.

“Authorized User” means an individual whom you authorize to use the Services under your Account, such as an employee or contractor acting for you.

“Credit” means the unit of usage in which the Services are measured and charged, as described in Section 5.

“Customer Data” means all data you or your Authorized Users submit to the Services, including the contact records, names, company names, domains, profile links, email addresses and other information you send for enrichment, and the content of your Account.

“Data Protection Laws” means all laws on data protection and privacy that apply to a party’s processing of personal data under these Terms, including Regulation (EU) 2016/679 (“GDPR”), the UK GDPR and Data Protection Act 2018, the Swiss Federal Act on Data Protection, the California Consumer Privacy Act as amended, and national laws implementing the ePrivacy Directive, in each case as amended or replaced.

“Documentation” means the technical and user documentation for the Services, as updated from time to time.

“Enriched Data” means the information the Services return in response to your enrichment requests, such as email addresses, phone numbers, verification statuses, job titles and company details.

“Order Form” means a written or online order document that refers to these Terms and sets out the Plan, quantities and fees.

“Plan” means the subscription or credit package you select, including its Credit allowance, features, limits and price.

“Providers” means the third-party data and verification sources that IDENRI queries to produce Enriched Data.

“Sensitive Data” means special categories of personal data under Article 9 GDPR, data relating to criminal convictions and offences, health information, payment card and bank account numbers, government identification numbers, and data about children.

“Services” means IDENRI’s contact data enrichment services, including Waterfall Enrichment, the web application, the API, integrations, and any related features that IDENRI makes available.

“Subscription Term” means the period for which you have purchased a Plan, including renewals.

“Usage Data” means technical and operational data about how the Services are used, such as logs, request volumes, performance metrics and error data. Usage Data does not include the content of Customer Data.

“Waterfall Enrichment” means the process by which IDENRI queries several Providers in sequence for the information you request and returns the first result that meets the applicable quality criteria.

3. THE SERVICES

3.1 Waterfall Enrichment: You submit Customer Data, for example a person’s name together with a company name or domain. IDENRI queries Providers one after another, according to the order and rules configured for your Plan, until a result meets the applicable verification criteria or the available Providers are exhausted. IDENRI then returns the Enriched Data to you.

3.2 Providers: IDENRI selects, adds, removes and reorders Providers at its discretion in order to maintain coverage and quality. Where your Plan allows, you may enable or disable specific Providers. Providers are independent of IDENRI and are responsible for their own sources and compliance, but IDENRI chooses them with care and is responsible to you for its own conduct as set out in these Terms.

3.3 Verification statuses: Where the Services show a verification or confidence status for an email address or phone number, that status is an assessment at a point in time. It is not a guarantee that the contact detail is accurate, deliverable or still in use.

3.4 Professional contact details: The Services are designed to return professional contact details, meaning business email addresses and business phone numbers. If IDENRI makes available a feature that may return personal email addresses or personal mobile numbers and you choose to enable it, you alone are responsible for having a lawful basis for processing that data and for complying with Section 10.

3.5 API and integrations: IDENRI may make the Services available through the API and through integrations with third-party tools, as described in Section 7 and Section 12.

3.6 Beta features: IDENRI may offer features labelled as alpha, beta, pilot, preview or similar. Beta features are provided as is, without warranty or service commitments, and IDENRI may change or withdraw them at any time. Your use of a beta feature is at your own risk.

4. ACCOUNTS AND USERS

4.1 Registration: You must give accurate, complete and current information when you register and keep it up to date. IDENRI may ask for proof of identity or business status and may suspend access if it has reasonable doubts about the information provided.

4.2 Credentials: Each Authorized User must have an individual login. Credentials and API keys must be kept confidential and must not be shared with anyone who is not an Authorized User. You must tell us without delay if you suspect unauthorized use.

4.3 Responsibility for users: You are responsible for everything done under your Account, including the acts and omissions of your Authorized Users. A breach of these Terms by an Authorized User is a breach by you.

4.4 Administrators: Your Account administrator manages Authorized Users, Plans and billing. IDENRI may rely on instructions from your administrator as instructions from you.

4.5 One account: You may not open multiple accounts to obtain extra free Credits or to avoid limits or fees.

5. PLANS, CREDITS AND PAYMENT

5.1 Plans: IDENRI offers monthly subscriptions, annual subscriptions, one-time Credit packages and custom Plans agreed in an Order Form. Current Plans, prices and Credit allowances are shown on our Pricing Page or in your Order Form.

5.2 Credits: Enrichment requests consume Credits as described on the Pricing Page and in the Documentation. Unless the Pricing Page states otherwise, a Credit is deducted only when the Services return a result that meets the applicable criteria. Credits:

• Are valid only for the period stated for your Plan and expire at the end of that period;
• Do not roll over to a new Subscription Term unless your Plan says so;
• Cannot be transferred, sold, exchanged for money or refunded, except as set out in these Terms;
• Are consumed when used, and a used Credit is not restored because a contact detail later proves to be out of date.

5.3 Fees and taxes: Fees are stated exclusive of value added tax, sales tax and similar taxes, which you must pay where they apply. If you are a business in the European Union, you must give us a valid VAT number so that we can apply the correct tax treatment. If you must withhold tax by law, you will pay the additional amount needed so that we receive the full fee.

5.4 Payment: Self-service Plans are paid by card or another method offered at checkout, through our third-party payment processor. By providing a payment method, you authorize us and our processor to charge it for all fees due, including recurring charges, and you confirm you are entitled to use it. You must keep your payment details valid. If an Order Form provides for invoicing, you must pay each undisputed invoice within 30 days of the invoice date.

5.5 Automatic renewal: Monthly and annual subscriptions renew automatically for successive periods of the same length as the expiring period, at the price then in force, until you cancel. You can cancel at any time in your Account settings or by writing to support@idenri.com. Cancellation takes effect at the end of the current paid period, and you keep access until then. We will tell you at least 30 days before any price increase takes effect on your renewal.

5.6 Changing your Plan: An upgrade or an increase in Credits takes effect immediately and the additional fee is charged at once. A downgrade or a decrease in Credits takes effect at the next renewal.

5.7 Late payment: If you do not pay an undisputed amount when due, we may charge interest on the overdue amount at 10% per month or the highest rate the law allows, whichever is lower, together with reasonable costs of recovery. We may also suspend the Services under Section 16.

5.8 Billing disputes: You must tell us in writing about any billing error within 15 days of the payment or invoice date, giving the invoice number and the reason. We will work with you in good faith to resolve it. Undisputed amounts remain payable. If we agree that you were overcharged, we will refund the difference or issue a credit note.

5.9 Refunds: Fees are non-refundable except where these Terms expressly provide otherwise or where the law requires a refund.

5.10 Free plans and trials: IDENRI may offer free Credits, trials or free plans at its discretion. Free offers may be limited, changed or withdrawn at any time, and IDENRI may refuse or cancel them where it suspects abuse. Free offers are provided without any service commitment.

6. ACCEPTABLE USE

6.1 Permitted use: You may use the Services and Enriched Data for your own internal business purposes, namely business-to-business sales, marketing, recruitment outreach, business development and lead qualification, and in accordance with these Terms and applicable law.

6.2 Prohibited conduct: You must not, and must not allow anyone else to:

• Resell, sublicense, rent, publish or otherwise make the Services or Enriched Data available to third parties, including as a data product, a list, or an enrichment service for others (a “service bureau” arrangement), unless an Order Form expressly permits it;
• Use the Services or Enriched Data to build, train or improve a product, database or service that competes with IDENRI, or use the Services for competitive analysis or benchmarking that you publish or share with third parties;
• Scrape, crawl or harvest the Services or extract data by automated means other than through the API and integrations we provide;
• Circumvent or attempt to circumvent usage limits, rate limits, Credit limits, security features or access controls, including by creating multiple accounts;
• Reverse engineer, decompile or attempt to discover the source code or the identity and order of Providers, except to the extent the law allows despite this restriction;
• Use the Services or Enriched Data to decide whether a person is eligible for credit, insurance, housing, employment screening, or a government benefit or licence, or for any purpose regulated by consumer reporting laws such as the U.S. Fair Credit Reporting Act;
• Use Enriched Data for consumer (business-to-consumer) marketing, or to stalk, harass, intimidate, defraud, impersonate or deceive anyone;
• Send unsolicited, deceptive, offensive or unlawful communications, or use the Services for phishing or any other illegal activity;
• Submit Sensitive Data to the Services;
• Input or upload Enriched Data into any third-party artificial intelligence or machine learning system that may use it for training, fine-tuning or product development outside your organization (use with tools that process the data only for your internal use is permitted);
• Upload malware or interfere with, overload or disrupt the Services or their security;
• Use the Services in a way that infringes the rights of others or violates any law or any Provider’s or third party’s terms that apply to you.

6.3 Compliance checks: IDENRI may monitor usage metadata to enforce these Terms and protect the Services. On reasonable request, you will give us information, and where we ask, a written confirmation, showing that you use the Services and Enriched Data in line with Sections 6, 9 and 10.

7. API USE

7.1 API keys: API keys are confidential. You are responsible for all calls made with your keys and for the security of your integrations.

7.2 Limits: You must follow the Documentation and respect the rate limits and quotas that apply to your Plan. IDENRI may throttle, queue or block requests that exceed those limits or that threaten the stability of the Services.

7.3 No access for third parties: You may not give third parties access to the API or use it to provide enrichment to third parties, except as an Order Form expressly permits.

7.4 API changes: IDENRI may update the API. We will give reasonable notice of changes that stop existing integrations from working, except where a change is needed for security, legal or Provider-related reasons.

8. CUSTOMER DATA AND ENRICHED DATA

8.1 Ownership of Customer Data: As between you and IDENRI, you keep all rights in Customer Data.

8.2 Licence to IDENRI: You give IDENRI and its Affiliates and subprocessors a non-exclusive, worldwide, royalty-free licence, for the duration of the agreement, to host, process, transmit and use Customer Data as needed to provide, secure, support and bill for the Services, including by sending the relevant parts of Customer Data to Providers on your behalf, and to comply with the law.

8.3 No database building: IDENRI will not use Customer Data to build or add to a contact database that it makes available to other customers, and will not disclose Customer Data to other customers. IDENRI may use Usage Data, and may use aggregated or de-identified information that does not identify you, your Authorized Users or any individual, to operate, secure, measure and improve the Services.

8.4 Licence to Enriched Data: From delivery, IDENRI grants you a non-exclusive, non-transferable right to use Enriched Data for the purposes permitted by Section 6.1, during and after the Subscription Term, as long as you comply with these Terms and with Data Protection Laws. This includes keeping Enriched Data you have saved in your own CRM or systems. This right does not give you any rights in IDENRI’s Services, methods, or Provider sources. If IDENRI ends the agreement because you breached Section 6, 9 or 10, you must on request delete the Enriched Data you received, except where the law requires you to retain it.

8.5 Your responsibilities: You are responsible for Customer Data and for your use of Enriched Data. In particular you confirm that you have all rights, notices and authorizations needed to send Customer Data to IDENRI and to have it processed as described in these Terms, and that you will use the Enriched Data lawfully.

8.6 Retention and deletion: IDENRI keeps Customer Data only as long as necessary to provide the Services and as stated in the DPA, which is currently 30 days after a request is completed unless a different period is agreed. You can ask us to delete your Customer Data at any time and, after your Account ends, we will delete or return it as set out in Section 17.6.

9. DATA PROTECTION

9.1 General: Each party will comply with the Data Protection Laws that apply to its own processing of personal data in connection with the Services.

9.2 Roles: Unless the DPA says otherwise:

• For the Customer Data you submit for enrichment, you are the controller and IDENRI is your processor, and the DPA applies;
• Once Enriched Data has been delivered to you, you are an independent controller of it and are responsible for what you do with it;
• For the personal data of your Authorized Users and billing contacts, IDENRI is a controller and processes it as described in the Privacy Policy.

Providers process personal data under their own legal obligations or as IDENRI’s subprocessors, as described in the DPA and the Provider list.

9.3 Sub-processors: You authorize IDENRI to use sub-processors.

9.4 International transfers: IDENRI and its sub-processors may process personal data in countries outside the European Economic Area and the United Kingdom. Where that happens, IDENRI will rely on an adequacy decision, the Standard Contractual Clauses (and the UK Addendum or the Swiss amendments where relevant), or another lawful transfer mechanism, as described in the DPA.

9.5 Individual rights, opt-outs and removals: If IDENRI receives a request from an individual who wants their data removed or who objects to its use, IDENRI may remove that individual from the Services and block further enrichment of them. If IDENRI tells you about such a request, you must delete the relevant Enriched Data from your own systems without undue delay, and in any event within 10 business days, unless you have another valid legal basis to keep it and can document it. IDENRI is not liable for the loss of access to data, or for Credits used, because of a removal or opt-out.

9.6 Security: IDENRI maintains technical and organizational security measures appropriate to the risk, as described in the DPA. You are responsible for the security of your own systems and for Enriched Data after it has been delivered to you.

9.7 Personal data breaches: IDENRI will notify you without undue delay after becoming aware of a personal data breach affecting Customer Data and will give you the information reasonably needed to meet your own obligations.

9.8 Sensitive Data: The Services are not intended for Sensitive Data. You must not submit it, and if you do so by mistake you must tell us at once so that we can help remove it.

10. YOUR COMPLIANCE OBLIGATIONS

10.1 Lawful basis and transparency: You decide why and how you use Enriched Data. You are responsible for having a lawful basis under Data Protection Laws for your processing, for giving individuals the information the law requires, and for obtaining consent where consent is required. IDENRI does not give legal advice, and nothing in the Services or Documentation is legal advice.

10.2 Outreach and marketing laws: You must comply with all laws on electronic communications, marketing and telemarketing that apply to you and to the people you contact, including, where relevant, the ePrivacy Directive and national laws implementing it, the UK Privacy and Electronic Communications Regulations, the U.S. CAN-SPAM Act and Telephone Consumer Protection Act, and Canada’s Anti-Spam Legislation. You must also respect applicable do-not-contact, do-not-call and suppression lists and honor opt-out requests promptly.

10.3 Records: You must keep records that are reasonably sufficient to show that you comply with this Section and with Section 9.5.

10.4 Responsibility for communications: You are solely responsible for your communications with individuals whose details you obtain through the Services and for the results of your campaigns.

11. DATA QUALITY AND PROVIDER CONTENT

11.1 No guarantee of accuracy: Enriched Data is compiled from Providers and other sources that IDENRI does not control. It may be incomplete, out of date or inaccurate. IDENRI does not guarantee any particular match rate, accuracy rate or deliverability rate.

11.2 Your validation: You are responsible for checking Enriched Data before you rely on it, for example by validating addresses before large email campaigns, and for the deliverability and reputation of your own sending domains.

11.3 Input quality: The quality of results depends on the quality and completeness of the Customer Data you submit. IDENRI is not responsible for poor results caused by incomplete or inaccurate input.

11.4 Provider changes: Provider availability and coverage can change. IDENRI is not liable for any Provider’s unavailability or change, but will use reasonable efforts to maintain comparable coverage.

12. THIRD-PARTY PRODUCTS AND INTEGRATIONS

The Services can connect to third-party products, such as your CRM, marketing automation or sales tools. When you set up a connection, you instruct IDENRI to exchange data with that product on your behalf. You are responsible for your agreement with the third party, for complying with its terms, and for confirming that you have authority to connect it. IDENRI is not responsible for third-party products or their providers, or for how they use data you send to them, and may discontinue an integration at any time on reasonable notice. Third-party providers you connect are not IDENRI’s sub-processors.

13. INTELLECTUAL PROPERTY

13.1 IDENRI’s rights: IDENRI and its licensors own all rights in the Services, the software, the API, the Documentation, the IDENRI name, logo and brand, the compilation and selection of Providers, the methods and models used to produce Enriched Data, and the Usage Data. These Terms do not transfer any of those rights to you.

13.2 License to you: For the Subscription Term, IDENRI grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services for your internal business purposes in line with these Terms and your Plan.

13.3 Feedback: If you give us suggestions or feedback, IDENRI may use them freely and without payment or attribution, as long as it does not disclose your confidential information.

13.4 Trademarks: You may not use the IDENRI name or logo, or the names or logos of Providers, without prior written consent, except to accurately identify the Services.

13.5 Customer reference: IDENRI may list you as a customer and use your company name and logo on its website and in sales materials. You can opt out at any time by emailing marketing@idenri.com.

14. CONFIDENTIALITY

Each party will keep confidential the other party’s non-public business, technical and financial information that is marked confidential, or that a reasonable person would understand to be confidential, and will use it only to perform or receive the Services under these Terms. A party may share it with its employees, advisers and subcontractors who need to know it and who are bound by equivalent duties. These duties do not apply to information that is or becomes public through no fault of the recipient, that the recipient already lawfully knew or independently developed, or that it lawfully received from a third party. A party may disclose confidential information where required by law or a court or authority, after giving the other party notice where the law allows. These obligations continue for five years after the agreement ends, and for trade secrets for as long as they remain trade secrets.

15. AVAILABILITY, SUPPORT AND CHANGES TO THE SERVICES

15.1 Availability: IDENRI will use reasonable efforts to keep the Services available. The Services depend on the internet and on Providers, so IDENRI cannot promise uninterrupted or error-free operation. We will try to schedule planned maintenance outside normal business hours and, where possible, to announce it in advance.

15.2 Support: Support is available by email at support@idenri.com and through other channels. We aim to respond within two business days, with response targets that may differ by Plan.

15.3 Changes: IDENRI may change, add or remove features, Providers, limits and integrations. If a change materially reduces the core functionality of a paid Plan, we will give you reasonable advance notice, and you may cancel as set out in Section 23.

16. SUSPENSION

IDENRI may suspend or limit your access to all or part of the Services, immediately where necessary, if:

• We reasonably believe that you or an Authorized User have breached or are about to breach Section 6, 9 or 10 or any law;
• Your use creates a security risk or may harm the Services, other customers or Providers;
• You have not paid an undisputed amount within 10 days after we send you written notice of non-payment;
• A Provider or other supplier suspends access that the Services need, or the law requires suspension;
• A court or authority orders it.

Where reasonable, we will tell you the reason and give you a chance to fix the problem, and we will restore access once it is fixed. If the cause is not fixed within 14 days, IDENRI may terminate the agreement under Section 17.3. IDENRI is not liable for losses caused by a suspension that complies with this Section, and fees continue to accrue during a suspension caused by your breach.

17. TERM AND TERMINATION

17.1 Term: The agreement starts when you accept these Terms and continues for your Subscription Term and any renewals until it is cancelled or terminated.

17.2 Cancellation by you: You can cancel a subscription as described in Section 5.5. You may close a free account at any time.

17.3 Termination for cause: Either party may terminate the agreement by written notice if the other party materially breaches it and does not fix the breach within 30 days after notice, or 10 days for non-payment, or if the other party becomes insolvent, enters liquidation or ceases business. IDENRI may terminate immediately by written notice if you seriously breach Section 6, 9 or 10, or if you use the Services unlawfully.

17.4 Termination for convenience by IDENRI: IDENRI may end a paid Plan without cause by giving at least 30 days’ notice. IDENRI may end a free account at any time.

17.5 Refunds on termination: If you terminate for IDENRI’s uncured material breach, or if IDENRI terminates under Section 17.4, IDENRI will refund the prepaid fees for the unused part of the Subscription Term, calculated pro rata. If IDENRI terminates because of your breach, fees already paid are not refunded.

17.6 Effects of termination: When the agreement ends: your right to use the Services ends and you must stop using them; all fees accrued up to the end date remain payable; unused Credits expire without refund, except where Section 17.5 applies; and you remain responsible for removing IDENRI integrations and API keys from your systems. You may export your Customer Data before the end date. IDENRI will delete or return Customer Data as set out in the DPA, normally within 30 days after the end date, unless the law requires it to keep it. Section 8.4 explains what happens to Enriched Data.

17.7 Survival: Sections 5 (for amounts owed), 6, 8.4, 9.5, 10, 11, 13, 14, 17.6, 17.7, 18.4, 19, 20, 24 and 25, and any provision that by its nature is meant to continue, survive termination.

18. WARRANTIES AND DISCLAIMERS

18.1 Mutual: Each party confirms that it has the authority to enter into these Terms and will comply with the laws that apply to it in using or providing the Services.

18.2 IDENRI: IDENRI will provide the Services with reasonable skill and care, in line with good industry practice, and so that they materially conform to the Documentation. If the Services do not meet this standard and you notify us promptly, IDENRI will correct the problem or, if it cannot do so within a reasonable time, you may terminate the affected Plan and receive a pro rata refund of prepaid fees for the unused period. This is your sole remedy for such non-conformity.

18.3 Customer: You confirm that: you have all rights and authority needed to submit Customer Data; you will use the Services and Enriched Data only as permitted by these Terms and the law; you are not acquiring the Services to resell the data; and neither you nor any Authorized User is on a sanctions list or located in a sanctioned country or region

18.4 Disclaimer: EXCEPT AS EXPRESSLY STATED IN THESE TERMS, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, ENRICHED DATA AND DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND IDENRI DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS AND UNINTERRUPTED OR ERROR-FREE OPERATION. IDENRI DOES NOT WARRANT THAT ENRICHED DATA WILL MEET YOUR REQUIREMENTS OR THAT ANY PARTICULAR EMAIL ADDRESS OR PHONE NUMBER WILL BE CORRECT OR DELIVERABLE. NOTHING IN THESE TERMS EXCLUDES WARRANTIES OR RIGHTS THAT CANNOT BE EXCLUDED BY LAW.

19. IDEMNIFICATION

19.1 By you: You will defend and indemnify IDENRI, its Affiliates, and their officers, directors, employees and agents against claims brought by a third party (including a data subject or, to the extent the law allows, a regulator), and against the resulting damages, fines, costs and reasonable legal fees, to the extent the claim arises from: (a) Customer Data or your lack of rights or authority to submit it; (b) your use of Enriched Data, including your outreach and marketing; (c) your breach of Section 6, 9 or 10; or (d) your violation of law or of third-party rights.

19.2 By IDENRI: IDENRI will defend and indemnify you against claims brought by a third party alleging that the Services, as provided by IDENRI and used in line with these Terms, infringe that third party’s intellectual property rights, and will pay the damages and reasonable costs finally awarded or agreed in settlement. IDENRI has no obligation to the extent a claim arises from Customer Data, the content or use of Enriched Data, a combination with products IDENRI did not supply, your modification of the Services, or use in breach of these Terms. If a claim is made or likely, IDENRI may obtain the right for you to continue using the Services, modify them so they no longer infringe, or terminate the affected Services and refund prepaid fees for the unused period. This Section 19.2 is IDENRI’s entire liability and your sole remedy for intellectual property infringement claims.

19.3 Procedure: The party seeking indemnity must give prompt written notice of the claim, let the indemnifying party control the defense and settlement, and cooperate reasonably at the indemnifying party’s cost. A failure to give prompt notice reduces the indemnity only to the extent it causes prejudice. The indemnifying party may not agree to a settlement that imposes obligations on, or admits fault for, the other party without that party’s written consent, which must not be unreasonably withheld.

20. LIMITATION OF LIABILITY

20.1 Liability that is not limited: Nothing in these Terms limits or excludes liability for fraud or fraudulent misrepresentation, willful misconduct, gross negligence, death or personal injury caused by negligence, or any other liability that cannot be limited or excluded under applicable law.

20.2 Excluded losses: TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, GOODWILL OR REPUTATION, ANTICIPATED SAVINGS, OR DATA, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE LOSS, ARISING OUT OF OR RELATED TO THESE TERMS, EVEN IF IT WAS TOLD THAT SUCH LOSS WAS POSSIBLE.

20.3 Cap: TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, UNDER ANY THEORY OF LIABILITY, IS LIMITED TO THE FEES YOU PAID OR OWED TO IDENRI FOR THE SERVICES IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. IF YOU USE ONLY A FREE PLAN, IDENRI’S TOTAL LIABILITY IS LIMITED TO EUR 100.

20.4 Exceptions to the cap: The cap in Section 20.3 does not apply to your obligation to pay fees, to your liability for breach of Section 6.2, or to your indemnity obligations under Section 19.1.

20.5 Your own conduct: IDENRI is not liable for losses to the extent they result from your acts or omissions, your Authorized Users’ acts or omissions, Customer Data, your outreach and marketing, or unauthorized access to your Account caused by a failure to protect your credentials.

20.6 Allocation of risk: The parties agree that the limits in this Section reflect a fair allocation of risk and are reflected in the price of the Services.

21. FORCE MAJEURE

Neither party is liable for a delay or failure to perform its obligations (other than payment obligations) to the extent it is caused by an event beyond its reasonable control, such as natural disaster, war, terrorism, strikes, government action, power or internet failures, cyber attacks that could not have been prevented by reasonable security measures, or failures of suppliers or Providers. The affected party must notify the other promptly and use reasonable efforts to resume performance. If the event lasts more than 30 consecutive days, either party may terminate the affected Plan by written notice, and IDENRI will refund prepaid fees for the unused period.

22. EXPORT CONTROLS, SANCTIONS AND ANTI-CORRUPTION

You must not use the Services in, or for the benefit of, any country, region, person or entity that is the subject of trade or economic sanctions imposed by the European Union, its Member States, the United Kingdom, the United Nations or the United States, or in any way that would breach applicable export control laws. Each party will comply with applicable anti-bribery and anti-corruption laws and will not offer or accept improper payments or advantages in connection with these Terms.

23. CHANGES TO THESE TERMS

IDENRI may update these Terms from time to time, for example to reflect changes in the Services, the law or our business. We will post the updated Terms with a new “Last updated” date. For material changes, we will give at least 30 days’ notice by email or in the Services before they take effect. If a material change is adverse to you and you do not accept it, you may cancel your Plan before the change takes effect and we will refund prepaid fees for the unused period after that date. If you continue to use the Services after the effective date, you accept the updated Terms. Changes required by law or needed for security may take effect sooner.

24. GOVERNING LAW AND DISPUTES

24.1 Governing law: These Terms and any dispute or claim arising out of or in connection with them, including non-contractual disputes, are governed by the laws of the United States, without regard to its conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

24.2 Informal resolution: Before starting formal proceedings, each party will notify the other in writing of the dispute and the parties will try in good faith to settle it within 30 days.

24.3 Courts: If the dispute is not resolved, the courts of the United States have exclusive jurisdiction, and each party submits to their jurisdiction. Either party may seek urgent injunctive or other equitable relief from any competent court to protect its intellectual property or confidential information.

25. GENERAL PROVISIONS

25.1 Entire agreement: These Terms, together with the documents listed in Section 1.3, are the entire agreement between you and IDENRI about the Services and replace all earlier agreements and understandings on the same subject.

25.2 Assignment: You may not assign or transfer your rights or obligations without IDENRI’s prior written consent, except to a successor in a merger or sale of all or substantially all of your business, provided the successor is not a competitor of IDENRI and accepts these Terms in writing. IDENRI may assign these Terms to an Affiliate or to a successor to its business.

25.3 Relationship: The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship.

25.4 Notices: IDENRI may give notices by email to the address on your Account, through the Services, or by post. You must send legal notices to legal@idenri.com with a copy to IDENRI USA LLC, 322 Culver Boulevard, Suite, Playa del Rey, CA 90292, United States. Notices by email take effect when sent, unless the sender receives a delivery failure message.

25.5 Severability and waiver: If a provision is found invalid or unenforceable, it will be limited to the minimum extent necessary and the rest of the Terms remain in force. A failure or delay in enforcing a right is not a waiver of it, and any waiver must be in writing.

25.6 No third-party rights: Except for IDENRI’s Affiliates, officers and employees where these Terms say so, no third party has rights under these Terms.

25.7 Affiliates: Your Affiliates may use the Services only if an Order Form permits it. You are responsible for their compliance with these Terms.

25.8 Language: These Terms are written in English. If they are translated, the English version prevails.

25.9 Interpretation: Headings are for convenience only. “Including” means “including without limitation”.

26. CONTACT

IDENRI USA LLC

Mailing address: 322 Culver Boulevard, Suite, Playa del Rey, CA 90292, United States

General and support: support@idenri.com

Legal notices: legal@idenri.com

Privacy and data protection: privacy@idenri.com