Business Terms of Service

Last Updated: January 7, 2026 IMPORTANT - PLEASE READ CAREFULLY: THESE BUSINESS TERMS OF SERVICE (THE “BTOS”) CONSTITUTE A LEGAL DOCUMENT BETWEEN DATACIE LTD, CHE-231.706.060, CHEMIN ERNA HAMBURGER 1C, EPFL INNOVATION PARK, 1015 LAUSANNE, SWITZERLAND, TRADING AS "TRACENABLE" (“TRACENABLE”, “WE”, “US”, OR “OUR”) AND THE LEGAL ENTITY ON WHOSE BEHALF THE SERVICE IS ACCESSED OR USED (“CLIENT”). REFERENCES TO “YOU” OR “YOUR” IN THE CONTEXT OF ACCEPTANCE MEAN THE INDIVIDUAL ACCEPTING THIS BTOS. THIS BTOS, TOGETHER WITH ANY REFERENCED DOCUMENTATION (INCLUDING THE PRICING INFORMATION AND PRIVACY POLICY), GOVERNS CLIENT’S ACCESS TO AND USE OF TRACENABLE’S USAGE-BASED PLAN FOR COMMERCIAL USE. THE USAGE-BASED PLAN FOR COMMERCIAL USE IS INTENDED SOLELY FOR BUSINESS-TO-BUSINESS (B2B) USE AND IS EXPRESSLY EXCLUDED FROM USE BY CONSUMERS OR FOR PERSONAL OR HOUSEHOLD PURPOSES. BY (I) ACCESSING OR USING THE SERVICE OR (II) YOU, AS AN INDIVIDUAL, CLICKING “I AGREE,” CHECKING A BOX INDICATING ACCEPTANCE, OR OTHERWISE ACCEPTING THIS BTOS (VIA CLICK-THROUGH, SIGNATURE, OR OTHERWISE) ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY (THE "CLIENT"), YOU THEREBY INDICATE CLIENT’S ACCEPTANCE OF THIS BTOS AND YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO BIND SUCH CLIENT TO THIS BTOS. IF YOU LACK SUCH AUTHORITY, OR IF THE CLIENT DOES NOT AGREE WITH THIS BTOS, NEITHER YOU NOR THE CLIENT MUST ACCESS OR USE THE SERVICE. THE "EFFECTIVE DATE" OF THIS BTOS IS THE DATE OF CLIENT’S ACCEPTANCE. CAPITALIZED TERMS HAVE THE MEANINGS GIVEN IN THIS BTOS.

1. Definitions "Account" means Client’s Tracenable account for accessing the Service. "Account in Good Standing" means a Client Account for which all undisputed Fees due have been timely paid, that is not suspended by Tracenable, and for which the Client is not in material breach of any of its obligations under this BTOS. "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than fifty percent (50%) of the voting securities or other ownership interest of an entity, or the power to direct its management. "API" means Tracenable’s application programming interface(s) made available as part of the Service. "API Key" means a unique credential issued by Tracenable to authenticate and authorize access to the API. "Business Day" means a day other than a Saturday, Sunday, or public holiday in Lausanne, Switzerland. "Claim" means any claim, demand, action, suit, proceeding, arbitration, investigation, or allegation (including by a regulator). "Client Data" means any data, information, identifiers (e.g., company/security identifiers), or material of any type that are uploaded by or on behalf of Client or its Named Users to the Platform or otherwise provided by Client to Tracenable in connection with Client’s use of the Service, excluding Feedback and Telemetry Data. "Credit" means a prepaid unit of value purchased from Tracenable that may be used to request processing of Data Requests under the Service. Credits are not currency, not legal tender, not electronic money, not a stored value account, have no cash value, and are non‑transferable. The number of Credits consumed by a Data Request is determined under the Pricing Information in effect at the time the Data Request is submitted. "Credit Balance" means the total number of Credits available in Client’s Account. "Data Processing Addendum" or “DPA” means Tracenable’s data processing addendum (if any) applicable where Tracenable processes Personal Data as a processor on behalf of Client, as made available in the Documentation or otherwise provided by Tracenable. "Data Protection Law" means the Swiss Federal Act on Data Protection and its ordinances (as amended), and, to the extent applicable to a party’s processing activities, any other data protection or privacy laws (including the EU GDPR). "Data Request" means a query made by the Named Users through the Platform or API to retrieve Licensed Data. "Dataset" means a defined collection of Licensed Data made available by Tracenable via the Service and described in the Pricing Information. "Derived Data" means data created by Client that is based on or derived from the Licensed Data, provided that such data:

cannot be reverse-engineered, decompiled, or otherwise used, alone or in combination with other information, to reconstruct the Licensed Data;
does not serve as a functional substitute or proxy for the Licensed Data or any Dataset; and
has been sufficiently transformed such that a reasonable third party could not identify the Licensed Data as the source.

Client bears the burden of demonstrating that an output qualifies as Derived Data. Any output that does not meet the criteria above is treated as Licensed Data for purposes of this BTOS. "Documentation" means Tracenable’s then-current explanatory materials for the Service (e.g., user guides, FAQs, the Pricing Information, and Privacy Policy) made available on Tracenable’s website or through the Platform, as updated from time to time. "Fees" means the applicable Data Request Fees for the Service and any applicable Taxes, as set forth in the Pricing Information. "Feedback" means ideas, suggestions, enhancement or feature requests, comments, recommendations, corrections, or other feedback about the Service provided to Tracenable by Client or Named Users. "Insubstantial Portion" means, per external output and per Dataset, the lesser of:

twenty‑five (25) discrete data points (or rows, where the Dataset is row‑based); and
0.05% of the records of that Dataset, as reasonably determined by Tracenable.

Tracenable may specify a different threshold for a particular Dataset in the Documentation, which will prevail for that Dataset. "Intellectual Property Rights" or "IPR" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world. "Licensed Data" means the specific datasets, data points, information, and content owned or licensed by Tracenable and made available to the Client through the Service under this BTOS. "Named User" means a specific, individually identified employee or contractor of Client authorized to access and use the Service under Client’s Account. The number of Named Users permitted for an Account is as set out in the Pricing Information or otherwise agreed in writing. "Platform" means Tracenable’s proprietary web-based software platform, including its tools, features, and APIs (if applicable), accessible via login, through which Named Users can make Data Requests and access Licensed Data. "Pricing Information" means the information made available on Tracenable’s pricing pages or within the Platform (or successor site/location), which describes

Credit purchase options,
the Credit Balance concept,
Credit consumption rules per Data Request (including by Dataset and any other parameters Tracenable applies), and
any other applicable fees and commercial terms.

The Pricing Information, as updated by Tracenable from time to time, is incorporated by reference into this BTOS. For clarity, Pricing Information may be updated and applies prospectively to Data Requests submitted after the effective time of the update. "Privacy Policy" means Tracenable’s privacy policy, as may be amended from time to time and made available on Tracenable’s website, which describes how Tracenable collects, uses, and shares personal data. "Security Incident" means any actual, attempted, or reasonably suspected unauthorized access, acquisition, use, disclosure, modification, loss, or destruction of, or any other action that compromises the confidentiality, integrity, or availability of Licensed Data, Derived Data, Client Data (when processed by Tracenable or Client in connection with this BTOS), or Confidential Information of either party. "Service" means access to Tracenable’s usage-based plan for commercial use, which includes access to the Platform, the ability to make Data Requests, download or otherwise access Licensed Data, the Support Services as described in Section 2.5, and the license rights granted in this BTOS, all as may be updated by Tracenable from time to time. "Service Account Key" means an API Key issued for use by a non-human technical integration controlled by Client (for example, a backend service), subject to the restrictions in this BTOS. "Taxes" means any duties, customs fees, or taxes (other than Tracenable’s net income tax) associated with the purchase from or use of the Service, including any related penalties or interest. "Telemetry Data" means usage, operations, and technical data related to Client’s and its Named Users’ access to and use of the Service, including but not limited to query patterns, API call logs and metadata (if applicable), Data Request volumes, feature usage patterns, and other Service performance metrics.

2. Service Access and Use 2.1 Service Access: Subject to Client’s compliance with this BTOS, including timely payment of all applicable Fees, Tracenable grants Client a non-exclusive, non-transferable, worldwide right for its Named Users to access and use the Service for as long as Client’s Account remains an Account in Good Standing and this BTOS has not been terminated. The access to and use of the Service, and any Licensed Data obtained thereby, shall be in accordance with the Documentation and the specific license rights, permitted uses, and restrictions set forth in this BTOS, particularly those detailed in Section 4 (License Grant and Scope of Use for Licensed Data) and Section 7 (Restrictions on Use). Client may authorize only the number of Named Users permitted under the Pricing Information. 2.2 Account Management and Security: Client must have an Account to access and use the Service. Client shall be solely responsible for:

the accuracy of information it provides to create and manage its Account;
maintaining the confidentiality and security of its Account and access credentials (e.g., passwords) for its Named Users; and
all activities that occur under its Account, whether authorized by Client or not. Client will notify Tracenable immediately if it becomes aware of any unauthorized use of its Account or credentials.

2.3 Named Users: Client is responsible for ensuring that its Named Users comply with this BTOS. Client is liable for all acts and omissions of its Named Users and any use of the Service under its Account as if such acts and omissions were by Client. 2.4 Client Responsibilities: Client shall:

use commercially reasonable efforts to prevent unauthorized access to or use of the Service and notify Tracenable promptly of any such unauthorized access or use it becomes aware of;
use the Service and Licensed Data only in accordance with this BTOS, the Documentation, and all applicable laws, rules, and government regulations; and
not interfere with or disrupt the integrity or performance of the Service or third-party data contained therein.

2.5 Support Services: Tracenable will use commercially reasonable efforts to provide standard email support services for the Service on an “as available” and best-efforts basis. Support services are generally available during Tracenable’s standard business hours. Tracenable has no obligation under this BTOS to provide any service level agreement, guaranteed response or resolution times, custom development, on-site assistance, or any support beyond these standard email support services, unless separately agreed in writing, which may be subject to additional fees. Client is solely responsible for its own systems, integrations, and internal support needs related to its use of the Service. 2.6 Telemetry and Monitoring: Client acknowledges and agrees that Tracenable may collect, use, and analyze Telemetry Data to:

provide, manage, measure, develop, improve, support, and operate its Service and other offerings;
detect and prevent potential abuse, fraud, or breaches of this BTOS, usage limits, or entitlements under the Pricing Information or Documentation;
enforce its rights under this BTOS; and
generate aggregated and anonymized statistics for its business purposes, including for sharing with third parties or publicly, provided such statistics do not identify Client, Named Users, or Client’s Confidential Information. Tracenable’s collection and use of Telemetry Data that may constitute personal data will be in accordance with its Privacy Policy.

2.7 Compliance Verification: Client will maintain reasonable records and controls sufficient to demonstrate compliance (including key management practices and access logs) for at least twelve (12) months. Client acknowledges that Tracenable may verify Client’s compliance with this BTOS at any time during the term and for twelve (12) months thereafter, including compliance with the licensing restrictions in Section 7 (Restrictions on Use), API Key confidentiality, and Credit purchase and consumption rules. Upon Tracenable’s written request, Client shall, within ten (10) Business Days, provide reasonable information and confirmations sufficient to evidence compliance, including:

a written certification by an authorized representative;
records reasonably related to Client’s access and use of the Service (including relevant API access logs, system access controls, and key management practices) to the extent in Client’s possession or control; and
details of any suspected or confirmed unauthorized access to API Keys or Licensed Data.

Tracenable will exercise this right in a manner designed to minimize disruption and will treat any information received as Client’s Confidential Information. If Client fails to provide the requested information within the applicable timeframe, or if Tracenable reasonably determines that Client is not in compliance, Tracenable may suspend the Service and/or Client’s Account under Section 12, and Client shall promptly cease the non-compliant activity, mitigate harm (including assisting with takedown and containment measures), and implement corrective measures to Tracenable’s reasonable satisfaction. If Tracenable’s compliance verification reasonably indicates material non‑compliance, Client shall reimburse Tracenable’s reasonable third‑party costs incurred for verification (including external audit costs) and promptly pay any underpaid Fees calculated at Tracenable’s then‑current list rates, without prejudice to Tracenable’s other remedies. Tracenable may share compliance findings with its licensors to the extent required to demonstrate compliance with licensor pass‑through obligations.

3. Client Data 3.1 Intellectual Property Rights in Client Data: As between Tracenable and Client, Client and its licensors shall retain all right, title, and interest (including any and all Intellectual Property Rights) in and to Client Data. 3.2 License to Tracenable: Client hereby grants to Tracenable and its Affiliates a non-exclusive, worldwide, royalty-free, sublicensable (to its service providers acting on its behalf) license to access, process, store, transmit, display, and otherwise use Client Data solely to the extent necessary to:

provide, maintain, and improve the Service for Client and its Named Users;
prevent or address service, security, or technical problems associated therewith;
comply with applicable law, rule, or regulation, or as otherwise compelled by legal process as set forth in Section 14.3 (Compelled Disclosure); or
as expressly permitted in writing by Client.

3.3 Client Representations and Warranties for Client Data: Client represents, warrants, and covenants to Tracenable that:

Client or its licensors own and control all rights, title, and interest in Client Data, or Client has otherwise secured all necessary rights, licenses, consents, and permissions to provide the Client Data to Tracenable and grant the licenses herein for its intended use with the Service;
the provision and use of Client Data by Tracenable as contemplated herein, and Client’s use of Client Data with the Service, will not violate any applicable laws or the rights of any third party (including Intellectual Property Rights or privacy rights); and
all Client Data provided is accurate, reliable, and lawful, and does not include any information or material that is defamatory, obscene, or otherwise objectionable. Client shall be solely responsible and liable for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Client Data. Tracenable is not responsible for any Client Data that is lost, altered, intercepted, or stored across networks not owned or operated by Tracenable.

3.4 Data Protection

Compliance. Each party will comply with Data Protection Laws applicable to its processing of Personal Data.
Roles. Client is an independent controller for any Personal Data it processes using the Licensed Data and Service. Tracenable is an independent controller for Personal Data it processes for its own purposes (for example, account administration, security, and Telemetry Data) as described in the Privacy Policy.
Processing on behalf of Client. To the extent Tracenable processes Personal Data contained in Client Data solely to provide the Service, Tracenable will act as a processor on behalf of Client, and the DPA (if any) is incorporated by reference and applies. Where no DPA is provided, the parties will execute a processor agreement if required by Data Protection Laws.
International transfers. Client acknowledges that the Service may involve processing and storage in Switzerland and other countries where Tracenable or its service providers operate. Where required, Tracenable will implement appropriate safeguards for cross‑border transfers.

4. License Grant and Scope of Use for Licensed Data 4.1 License Grant: Subject to Client’s compliance with this BTOS, including timely payment of all applicable Fees, Tracenable grants Client a limited, worldwide, non-transferable, non-exclusive license, for as long as Client’s Account remains an Account in Good Standing and this BTOS has not been terminated, for its Named Users to:

Access and download. Access, view, use, and download the Licensed Data obtained via Data Requests through the Platform or API (if applicable);
Create Derived Data. Use the Licensed Data to create Derived Data;
Internal Business Use. Use the Licensed Data and Derived Data for Client’s internal business activities, such as internal analysis, research, planning, strategy development, or decision-making; and
Sharing of outputs (internal and external). Use the Licensed Data and Derived Data to create materials, reports, presentations, research, disclosures, or similar outputs that can be shared internally or externally, provided that (1) any such output may incorporate only Insubstantial Portions of the Licensed Data; (2) any external sharing must comply with Section 5 (Data Attribution) and all applicable restrictions in Section 7 (Restrictions on Use); (3) Client remains responsible for ensuring that recipients do not use any shared output in a manner that would violate this BTOS (including by attempting to reconstruct Licensed Data or using outputs as a substitute for any Dataset). For clarity, Licensed Data may be accessed and handled only by Named Users, except that Client may share only Insubstantial Portions as permitted in this BTOS.

4.2 Condition of Account in Good Standing: The license rights granted in Section 4.1 to access and use the Service, Licensed Data, and create and use Derived Data are all contingent upon the Client maintaining an Account in Good Standing. Upon termination of this BTOS, Client’s rights are governed by Section 10.3 (Effect of Termination). Notwithstanding the foregoing, permitted continued use after termination is governed by Section 10.3(c). 4.3 License Version: When Licensed Data is obtained through a specific transaction, such as a Data Request or a one-time file download, the Client’s license applies only to the version of the data retrieved at that exact time. This license does not include any subsequent updates, corrections, or revisions to that data; accessing an updated version requires a new transaction.

5. Data Attribution 5.1 General Attribution to Tracenable: Client shall ensure that any external use, display, or distribution permitted under this BTOS that includes any Licensed Data (including any Insubstantial Portions) includes a clear and visible attribution to Tracenable as the source of the underlying Licensed Data. Unless otherwise specified by Tracenable in writing or in the Documentation, the attribution must follow the format: “Source: Tracenable” and include a hyperlink to https://tracenable.com where technically feasible. 5.2 No Misleading Third-Party Attribution: Client must not display the name, logo, trademark, or other identifier of any entity (other than the Client or Tracenable) in such a manner as to give the viewer the impression that such other entity is a publisher, originator, or primary distributor of the Licensed Data or Derived Data. 5.3 Third-Party Data Source Attribution: Licensed Data may incorporate data from third-party sources. If Licensed Data provided to Client includes data for which Tracenable’s licensors require attribution, Tracenable will notify Client of such requirement, typically by including an attribution notice with the Licensed Data or in the Documentation. Client agrees to reproduce and prominently display any such required attribution notices in any use of such Licensed Data or Derived Data where the Licensed Data is displayed or distributed in accordance with the rights granted herein, in the manner specified by Tracenable. Client’s failure to comply with such third-party attribution requirements shall be deemed a material breach of this BTOS.

6. API Terms and Credential Security 6.1 API Access: If Client’s plan includes API access, Tracenable may provide API access to Client’s Account for use by Named Users (and, where applicable, Service Account Keys). Tracenable may modify, update, or deprecate the API and related Documentation from time to time. Tracenable may also enforce rate limits, concurrency limits, and other technical controls, and may temporarily throttle or reject requests to protect the Service. 6.2 API Keys Are Personal; No Sharing: API Keys (including any Service Account Key) are strictly personal to Client’s Account, must be kept confidential, and must not be shared, published, sold, transferred, sublicensed, or otherwise made available to any third party, including any Affiliate. Client must ensure API Keys are used only by Named Users and authorized Service Account Keys. 6.3 Service Account Keys: Where Tracenable issues a Service Account Key, Client may use it only for Client-controlled technical integrations and only for Client’s internal business purposes as permitted under this BTOS. Client shall implement appropriate technical and organizational measures to protect all API Keys (for example secure storage, least-privilege access, rotation, and monitoring). 6.4 Prohibited Uses: Client shall not (and shall not permit any third party to):

use any API Key to provide a service, data feed, or other access to Licensed Data to any third party;
embed API Keys in a manner that makes them accessible to end users (for example in client-side code), except as expressly permitted in the Documentation;
circumvent any usage limits, security controls, access controls, or Credit consumption rules; or
use the API in a manner that materially interferes with or disrupts the integrity or performance of the Service.

6.5 Credential Compromise: Client will notify Tracenable immediately upon becoming aware of any actual or suspected compromise of any API Key or unauthorized API access.

7. Restrictions on Use Client shall not, and shall not permit its Named Users to: (a) No Copying Except as Necessary. Reproduce, copy, or duplicate Licensed Data, except as strictly necessary to exercise rights granted in Section 4 and Section 6; (b) No Public Display Except Permitted Outputs. Publicly display, publish, disseminate, or make available any Licensed Data or Derived Data, except as expressly permitted under Section 4.1(d) and subject to the attribution requirements in Section 5. (c) No Redistribution. Redistribute any Licensed Data or Derived Data. For purposes of this Section 7(c), “Redistribute” means to make any Licensed Data or Derived Data available, in whole or in part, to any third party, or to any individual within Client’s organization other than the Named Users, in any manner, including by sale, resale, license, sublicense, lease, rental, loan, service bureau, data feed, via any API, or any other distribution, transmission, or transfer. For clarity: (1) Client shall not incorporate Licensed Data or Derived Data into any product or service offered by Client to third parties if the Licensed Data or Derived Data constitutes a material part or the primary value of such product or service, or if such incorporation allows third parties to access, extract, or otherwise use the Licensed Data or Derived Data as a standalone dataset or data service; and (2) the sole exception is Section 4.1(d), which permits external sharing only if the materials contain only Insubstantial Portions. (d) No Unlawful or Harmful Use. Use Licensed Data or Derived Data for unlawful, unethical, discriminatory, or harmful purposes; (e) No Reverse Engineering of Data or Methods. Reverse engineer, deconstruct, disassemble, scrape, crawl, or otherwise attempt to derive the underlying structure, logic, composition, source, compilation methodology, or selection criteria of the Licensed Data or the methods used by Tracenable to compile or generate the Licensed Data, except to the extent such restriction is prohibited by mandatory applicable law. (f) No Misleading Manipulation or Misrepresentation. Misrepresent, distort, alter, manipulate, or present Licensed Data or Derived Data in a way that is misleading, deceptive, or likely to cause material harm to Tracenable, its licensors, or the integrity of the Licensed Data, including by removing material context, caveats, or disclosures that are necessary to avoid a misleading impression. (g) No Privacy or Data Protection Violations. Use Licensed Data or Derived Data in violation of any applicable data protection, privacy, confidentiality, or data security laws, including processing Personal Data without a valid legal basis where required. (h) No Competing or Substitute Dataset Creation. Use Licensed Data or Derived Data to create, develop, improve, validate, or commercialize any dataset, database, index, benchmark, model, tool, service, or other product that functions as a substitute for, or competes with, the Service or any Dataset, including any use that enables third parties to obtain substantially similar data without accessing the Service. (i) No Removal of Proprietary Notices. Remove, obscure, alter, or fail to reproduce any copyright notices, trademarks, proprietary legends, disclaimers, terms of use notices, source attributions, or watermarks embedded in or accompanying the Licensed Data or Documentation. (j) No AI or LLM Use Without Consent. Use Licensed Data or Derived Data for machine learning, deep learning, or artificial intelligence purposes, including training, fine-tuning, evaluation, enrichment, embedding generation, vectorization, grounding, retrieval-augmented generation (RAG), prompt augmentation, or similar uses in connection with Large Language Models or other generative AI systems, without Tracenable’s prior express written consent. (k) No Financial Products Without Consent. Create, issue, sponsor, calculate, structure, market, or promote any financial product or investment instrument, including any index, fund, swap, future, option, or other structured instrument, that references, is based on, or tracks the performance of any Licensed Data or Derived Data, without Tracenable’s prior express written consent.

8. Data Security 8.1 Client Data Security Obligations:

General Obligation. Client shall implement and maintain commercially reasonable administrative, physical, and technical security measures for Licensed Data and Derived Data in its control to protect against Security Incidents.
Standard of Care. Client’s measures shall be no less than for its own sensitive data, and at least reasonable care per industry best practices and applicable laws.
Liability for Breach. Client is liable for Security Incidents on its systems arising from its failure to meet these obligations.
Security Incident Notification. If Client becomes aware of a Security Incident on its systems involving Licensed Data or Derived Data, Client shall notify Tracenable without undue delay (within 48 hours of discovery), detailing the incident and corrective actions, and cooperate fully with Tracenable.

8.2 Tracenable Security Obligations: Tracenable shall implement and maintain commercially reasonable administrative, physical, and technical safeguards for the security, confidentiality, and integrity of the Service and Client Data processed by Tracenable on the Platform. These include preventing unauthorized access, use, or disclosure by Tracenable personnel except to:

provide and maintain the Service;
comply with Section 14.3 (Compelled Disclosure); or
as Client permits in writing.

Tracenable does not guarantee its systems will be free from Security Incidents. Tracenable will notify Client without undue delay after becoming aware of a Security Incident affecting Client Data in Tracenable’s control and will provide information reasonably necessary for Client’s compliance with applicable law, taking into account the information available to Tracenable at the time.

9. Fees, Payment, and Taxes 9.1 Fees and Credits: Client shall pay Fees in accordance with the Pricing Information. The Service operates on a pre-paid basis. Client purchases Credits to maintain a Credit Balance, and Credits are consumed when Data Requests are processed, as described in the Pricing Information. Credits do not guarantee that any particular Dataset, volume, field, or output will be available at any time. Tracenable may change Credit consumption rules and Data Request requirements from time to time; such changes apply prospectively to Data Requests submitted after the change becomes effective. 9.2 Payment: Fees are in USD unless the Pricing Information states otherwise. Client authorizes Tracenable to charge its payment method for Credit purchases and any other Fees due. Client must maintain accurate billing information. 9.3 Non-Payment: If payment fails, Tracenable may suspend the Service in accordance with Section 12 until payment is received. Non-payment may result in the Account ceasing to be an Account in Good Standing. 9.4 Taxes: Fees exclude Taxes. Client pays all Taxes on its purchases (except taxes on Tracenable’s net income). Tracenable will invoice applicable Taxes unless Client provides a valid exemption certificate. 9.5 Withholding Taxes: If law requires Client to withhold Taxes from payments to Tracenable, Client shall gross up payment so Tracenable receives the full invoiced amount, and provide Tracenable with official payment evidence for such withheld Taxes. 9.6 Invoicing: If invoiced, payment is due net thirty (30) days from invoice date, unless otherwise stated. 9.7 Credit Consumption: Credits are consumed at the time a Data Request is processed. Credits are consumed only for Data Requests that are processed by the Service. If a Data Request fails due to a Service error attributable to Tracenable, Tracenable will restore the consumed Credits. Credits are not restored where the failure is caused by Client systems, configuration, misuse, or violations of this BTOS. 9.8 Credits Are Non‑Refundable; Limited Refund for Extended Unavailability: Credits are non-refundable except as required by mandatory law or as follows: if Tracenable is unable to provide the Service for a continuous period of more than thirty (30) consecutive days, Client may request a refund for the unused portion of its Credits. Any refund, if granted, will be Client’s sole and exclusive remedy for such extended unavailability, and will not exceed the Fees paid for the unused Credits.

10. Account Term and Termination 10.1 Termination by Client: Client may terminate this BTOS and close its Account at any time by providing notice to Tracenable through the Platform or as otherwise specified by Tracenable. Such termination will be effective upon Tracenable’s confirmation of Account closure. Client will be responsible for any Data Request Fees incurred prior to the effective time of termination. No refunds or credits will be provided for any Data Request Fees already paid. 10.2 Termination by Tracenable: Tracenable may terminate this BTOS and Service access:

For Service Discontinuance. If Tracenable decides to discontinue the Service or the applicable plan, by providing Client with at least sixty (60) days’ prior written notice.
For Non-Payment. Immediately on written notice if undisputed Data Request Fees are ten (10) or more days overdue after Tracenable has provided notice of such non-payment. Such non-payment may also result in the Account ceasing to be an Account in Good Standing.
For Material Breach. Immediately on written notice if Client materially breaches this BTOS (including its obligations under Section 4, Section 6, Section 7, or Section 8) and fails to cure such breach within ten (10) days of Tracenable’s notice (or immediately if the breach is of a nature that Tracenable, in its reasonable discretion, deems incurable or poses an immediate threat).
For Insolvency. Immediately on written notice if Client becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors, or ceases to do business in the ordinary course.
For Inactivity. If Client’s Account has had no paid Data Requests and has been otherwise inactive for a continuous period of at least twelve (12) months. In such a case, Tracenable will provide at least thirty (30) days’ prior written notice to the email address associated with the Account before termination.

10.3 Effect of Termination: Upon termination or expiration of this BTOS for any reason: (a) Cessation of Service Access. Client’s right to access the Service and Platform (including to make new Data Requests) will terminate and access to the Platform will be disabled. Client may not create new outputs from newly retrieved Licensed Data after the effective termination date because no further access will be provided. (b) Termination for Cause; License Ends; Deletion Required. If this BTOS is terminated by Tracenable under Section 10.2(b), Section 10.2(c), Section 10.2(d), or due to abuse or misuse (including any termination following suspension under Section 12 for suspected breach or misuse) (each, a “Termination for Cause”), then, effective immediately upon termination:

License termination. All license rights granted to Client under this BTOS with respect to Licensed Data terminate.
Deletion. Client shall, within fifteen (15) days, permanently delete or destroy all copies of Licensed Data (including any copies stored in backups to the extent reasonably feasible under Client’s normal backup cycles) in its possession or control and, upon Tracenable’s request, provide written certification of such deletion or destruction.
Cessation of use. Client shall immediately cease all use, display, and disclosure of Licensed Data.

(c) Termination Without Cause; Continued Use of Previously Retrieved Licensed Data. If this BTOS is terminated other than via a Termination for Cause, then Client may retain and continue to use Licensed Data that was lawfully retrieved and paid for prior to the effective termination date, strictly in accordance with the license scope, attribution obligations, and restrictions of this BTOS (including Sections 4, 5, and 7). For clarity:

Client has no right to access the Platform or retrieve any additional Licensed Data after termination; and
Any continued use remains subject to all applicable terms of this BTOS, including without limitation: (1) the scope limitations in Section 4; (2) attribution and pass-through requirements in Section 5; (3) all restrictions in Section 7; and (4) the security obligations in Section 8 for Licensed Data and Derived Data in Client’s possession or control.

(d) Payment of Accrued Fees. Termination does not relieve Client of its obligation to pay any Fees accrued or payable to Tracenable prior to the effective date of termination. (e) Credit Balance. Any unused Credits lapse and are forfeited upon termination or Account closure, subject to any refund right expressly stated in Section 9.9 (if included). This forfeiture does not apply to termination by Tracenable for Service Discontinuance under Section 10.2(a), in which case any unused Credits will be refunded on a pro rata basis (or as otherwise set out in Section 9.9). 10.4 Survival: The following sections, and any other provisions of this BTOS which by their nature should survive, shall survive any termination or expiration of this BTOS: Sections 1 (Definitions), 3 (Client Data), 5 (Data Attribution), 6 (API Terms and Credential Security), 7 (Restrictions on Use, as applicable to retained data), 8 (Data Security, as applicable to retained data), 9 (Fees, Payment, and Taxes, regarding accrued payment obligations), 10 (Account Term and Termination, regarding effects of termination and post-termination rights and obligations), 13 (Intellectual Property Rights), 14 (Confidentiality), 15 (Warranties and Disclaimers), 16 (Limitation of Liability), 17 (Indemnification), 18 (Governing Law, Dispute Resolution, and Equitable Relief), 19 (General Provisions). Sections 4, 5, and 7 shall survive termination to the extent applicable to any permitted continued use under Section 10.3(c).

11. Modifications 11.1 Modifications to BTOS: Tracenable may change this BTOS (including Documentation such as the Pricing Information) from time to time in its sole discretion with notice (website, Platform, or email). Changes are effective immediately or as stated (unless law requires longer). Tracenable will use commercially reasonable efforts for at least fifteen (15) days’ notice for material adverse changes or significant pricing changes directly impacting existing Accounts, where practicable. If Client disagrees with material adverse changes, its sole remedy is to terminate its Account in accordance with Section 10.1 before changes take effect. Continued Service use after changes means Client acceptance. For clarity, changes to Pricing Information apply only to Data Requests submitted after the change takes effect. Changes will not retroactively increase Credits already consumed or Fees already paid for completed Data Requests. 11.2 Modifications to the Service: Tracenable may update or change Service or Platform features in its sole discretion. Tracenable will use commercially reasonable efforts so changes do not materially decrease core Service functionality without reasonable notice and, in the event of such material decrease, provide Client an option to terminate for convenience. 11.3 Deprecation Policy: Tracenable will use commercially reasonable efforts for at least six (6) months’ prior written notice for deprecation (discontinuance or backwards-incompatible change to a material API or Service part), unless Tracenable reasonably determines that: (i) it is prohibited from doing so by law; (ii) continuing to provide the feature or Service could create a security risk or a significant technical or economic burden; or (iii) the feature or Service is being replaced with a substantially equivalent offering. This Deprecation Policy does not apply to beta features, or minor adjustments to the Service.

12. Suspension of Service 12.1 Right to Suspend: Tracenable may suspend, disable, or otherwise limit all or part of Client’s (including its Named Users’) access to or use of the Service without prior notice if Tracenable reasonably determines, in its sole discretion, that:

Client or its Named Users violate this BTOS or the Documentation;
such use adversely impacts the Service’s security, integrity, or availability, or adversely impacts other clients;
there is unauthorized third-party Account access;
Tracenable is required to do so by law or governmental request;
Client is in breach of its payment obligations under Section 9;
Client’s usage patterns indicate abuse or attempts to circumvent usage limits or entitlements (per the Pricing Information or Documentation).

12.2 Notice and Reinstatement: Where practicable and legally permissible, Tracenable will endeavor to provide Client with notice of suspension. Tracenable may, in its sole discretion, lift a suspension if Client demonstrates to Tracenable’s satisfaction that the underlying cause has been rectified and preventative measures implemented. Suspension shall not relieve Client of its payment obligations under this BTOS. 12.3 Takedown and containment obligations: Client will promptly support takedown, containment, and remediation efforts reasonably requested by Tracenable in connection with unauthorized disclosure of Licensed Data.

13. Intellectual Property Rights 13.1 Tracenable’s IP: As between Tracenable and Client, Tracenable (and its licensors, where applicable) owns all right, title, and interest, including all related IPR, in and to the Service, the Platform, the Licensed Data, the Documentation, and any underlying technology, software, databases, methodologies, know-how, and processes associated with the Service. This BTOS is not a sale and does not convey to Client any rights of ownership in or related to the Service, Licensed Data, or Tracenable’s intellectual property except for the limited licenses expressly granted herein. The Tracenable name, logos, and product names associated with the Service are trademarks of Tracenable or third parties, and no right or license is granted to use them except as necessary to exercise the rights granted herein. For clarity, Tracenable retains all IPR in the Licensed Data even if Client incorporates Insubstantial Portions of Licensed Data into materials permitted under this BTOS. 13.2 Third-Party Disclosures (No License): The Service may provide access to, or links to, corporate disclosures and other source materials published by third parties, including documents, reports, webpages, spreadsheets, and similar materials (“Third-Party Disclosures”). Third-Party Disclosures are not Licensed Data, and Tracenable does not own or control any Intellectual Property Rights in Third-Party Disclosures. Tracenable does not grant Client any license or other rights to use, reproduce, distribute, adapt, publicly display, make available, or otherwise exploit any Third-Party Disclosures. Client’s access to and use of any Third-Party Disclosures is at Client’s sole risk. Client is solely responsible for ensuring that it has all rights, permissions, and lawful bases required for its intended use of Third-Party Disclosures and for complying with any applicable third-party terms or restrictions. Tracenable may remove or disable access to any Third-Party Disclosures at any time without liability. 13.3 Client’s IP in Derived Data: As between Tracenable and Client, and subject to Tracenable’s retained ownership of the underlying Licensed Data, Client shall own all IPR in and to any Derived Data lawfully created by Client in accordance with this BTOS. Client’s ownership of such Derived Data is subject to the condition that Client may only use such Derived Data in strict accordance with all applicable use rights, restrictions (including those in Section 7), and obligations (including attribution under Section 5) set forth in this BTOS, which shall survive termination, provided that Client’s right to use such Derived Data is subject to the terms of Section 10.3(c). 13.4 Client Feedback: Client grants Tracenable a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid, transferable, sublicensable license to use Feedback for any purpose (including Service improvement and promotion) without obligation or compensation to Client. Client warrants it has all rights necessary to grant this license and that Feedback does not infringe any third-party rights. 13.5 Use of Client Name and Logo: Client grants Tracenable the right to use Client’s company name and logo as a reference for marketing or promotional purposes on Tracenable’s website and in other public or private communications with existing or potential Tracenable customers, subject to Client’s standard trademark usage guidelines if provided to Tracenable. Client may revoke this right at any time by submitting a written request to Tracenable, and Tracenable will cease such use within a reasonable period.

14. Confidentiality 14.1 Definition: “Confidential Information” (or “CI”) is non-public information designated confidential or reasonably understood as such under the circumstances. Tracenable’s CI includes non-public aspects of the Service, Platform, Licensed Data (its structure, compilation methodologies, non-public elements), Documentation, unreleased features, non-public pricing, and business strategies. Client’s CI includes Client Data (subject to Tracenable’s permitted uses under Section 3.2) and Client’s non-public business information disclosed to Tracenable. This BTOS’s negotiated commercial terms (if any beyond standard pricing) are CI of both parties. CI excludes information that:

is or becomes public without breach of this BTOS;
was known to the recipient before disclosure without a confidentiality breach;
is lawfully received from a third party without a known confidentiality breach; or
is independently developed by the recipient without using the Disclosing Party’s CI.

Feedback is not Client’s CI once provided to Tracenable. 14.2 Protection: Each party (as Receiving Party) will use the same degree of care as for its own similar CI (at least reasonable care) to:

use the Disclosing Party’s CI only for BTOS purposes; and
limit access to its and its Affiliates’ personnel, contractors, and legal and financial advisors who need access for BTOS purposes and are bound by confidentiality obligations no less protective than herein.

Each party is liable for its representatives’ breaches of this Section 14. 14.3 Compelled Disclosure: A Receiving Party may disclose the Disclosing Party’s CI if legally compelled by law, regulation, court order, or other valid legal process, provided the Receiving Party (if legally permitted and practicable) gives the Disclosing Party prior notice and reasonable assistance (at Disclosing Party’s cost) to contest or limit such disclosure.

15. Warranties and Disclaimers 15.1 Mutual Representations and Warranties:

Authority. Each party represents and warrants that it has the legal power and authority to enter into this BTOS and to perform its obligations hereunder.
Accuracy of Information Provided. Each party represents and warrants that all information and statements provided by it to the other party specifically for the purpose of entering into or performing its obligations under this BTOS are, to the best of its knowledge and belief at the time provided, true, accurate, and not misleading in any material respect. Client specifically warrants the accuracy of all information provided during the Account setup process and for billing purposes.

15.2 General Disclaimer of Warranties: TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE SWISS LAW, AND EXCEPT AS EXPRESSLY PROVIDED IN SECTION 15.1, THE SERVICE, THE PLATFORM, THE LICENSED DATA, ANY DERIVED DATA (WHETHER IP IS OWNED BY CLIENT OR TRACENABLE), AND THE DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES, CONDITIONS, OR OTHER TERMS OF ANY KIND, EITHER EXPRESS OR IMPLIED. TRACENABLE, ITS AFFILIATES, AND ITS LICENSORS (COLLECTIVELY, THE “TRACENABLE PARTIES”) MAKE NO WARRANTY THAT THE SERVICE OR THE DATA PROVIDED THEREWITH WILL:

MEET CLIENT’S REQUIREMENTS;
BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR
BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE TRACENABLE PARTIES HEREBY DISCLAIM ALL WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, AND NON-INFRINGEMENT, WHETHER ARISING OUT OF A COURSE OF DEALING, USAGE OR TRADE PRACTICE, OR COURSE OF PERFORMANCE. THE TRACENABLE PARTIES WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY CLAIM MADE OR ACTION TAKEN IN RELIANCE ON MATERIAL AND/OR INFORMATION CONTAINED IN OR INCLUDED AS PART OF THE SERVICE. THE TRACENABLE PARTIES DO NOT REPRESENT, WARRANT, OR COVENANT THAT MATERIAL AND CONTENT CONTAINED IN OR INCLUDED AS PART OF THE SERVICE IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. 15.3 Security Disclaimer: WHILE THE TRACENABLE PARTIES ATTEMPT TO MAKE SERVICE ACCESS SAFE AND SECURE IN ACCORDANCE WITH SECTION 8.2, THEY DO NOT REPRESENT, WARRANT, OR COVENANT THAT THE SERVICE OR DATA PROVIDED THEREWITH ARE OR WILL BE FREE OF VIRUSES, MALWARE, OR OTHER HARMFUL COMPONENTS AT ALL TIMES, OR THAT SECURITY INCIDENTS WILL NOT OCCUR. 15.4 No Guarantee of Uninterrupted Use or Defect Correction: TRACENABLE DOES NOT WARRANT THAT ACCESS TO OR PROVISION OF THE SERVICE OR LICENSED DATA WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR THAT DEFECTS WILL BE CORRECTED. CLIENT ACKNOWLEDGES THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, UNAVAILABILITY, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. TRACENABLE IS NOT RESPONSIBLE AND DISCLAIMS ALL LIABILITY FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE, LOSS, OR LIABILITY RESULTING FROM SUCH PROBLEMS OR FROM TEMPORARY UNAVAILABILITY, INTERRUPTION, DELAY, OR DOWNTIME OF CLIENT’S ACCESS TO THE SERVICE OR LICENSED DATA. 15.5 Client Responsibility for Data Validation, Suitability, and Use: Client is solely responsible for:

independently validating Licensed Data and Derived Data (including accuracy, reliability, completeness, timeliness, and suitability for Client’s intended purposes) before any use or reliance;
all results, decisions, actions, and omissions arising from its (and its Named Users’) use of or reliance on Licensed Data or Derived Data; and
ensuring its use of such data and any derived outputs complies with all applicable laws, regulations, and ethical standards.

15.6 No Advisory Role: Client acknowledges that Tracenable supplies Licensed Data and the Service for informational purposes only and does not offer or provide financial, investment, legal, tax, accounting, medical, or other professional advice or services. The Licensed Data, Derived Data, or any other output from the Service should not be construed as such advice or as a recommendation or endorsement by Tracenable of any particular course of action, investment strategy, entity, or security. Client shall not represent or imply to any third party that Tracenable’s outputs constitute professional advice or guidance of any kind. Client uses the Licensed Data or Derived Data entirely at its own risk. Tracenable shall not be liable for any decisions made or actions taken (or not taken) in reliance on such data or materials, including but not limited to financial, investment, legal, or compliance-related actions. 15.7 Disclaimer for Third-Party Content and Links: The Service or Licensed Data may contain links to third-party websites or resources, or include data sourced from third parties (beyond forming an integral part of Tracenable’s proprietary compilation). Tracenable disclaims any and all responsibility and liability for the availability, accuracy, reliability, completeness, legality, or appropriateness of such third-party websites, resources, or data. Client acknowledges and agrees that Tracenable makes no warranties with respect thereto and assumes all risks associated with Client’s access to or use of such third-party content. Tracenable shall not be liable for any loss or damage arising from Client’s reliance on or interactions with such third-party websites, resources, or data. 15.8 No Service Level Agreements (SLAs): CLIENT ACKNOWLEDGES THAT TRACENABLE PROVIDES NO SERVICE LEVEL AGREEMENTS (SLAs) WITH RESPECT TO UPTIME, AVAILABILITY, PERFORMANCE, DATA QUALITY, OR SUPPORT RESPONSE TIMES, OTHER THAN AS MAY BE SEPARATELY AGREED IN A WRITTEN SERVICE LEVEL AGREEMENT SIGNED BY TRACENABLE. 15.9 Data Updates Disclaimer: While Tracenable endeavors to update Licensed Data, Tracenable makes no commitment or warranty regarding the frequency or timeliness of updates for any specific Licensed Data. Tracenable hereby disclaims all express or implied warranties regarding the timeliness or currentness of the Licensed Data.

16. Limitation of Liability 16.1 Exclusion of Indirect and Consequential Damages: EXCEPT FOR LIABILITIES ARISING FROM MATTERS LISTED IN SECTION 16.3 (EXCEPTED MATTERS), AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE SWISS LAW, IN NO EVENT SHALL EITHER PARTY OR ITS LICENSORS BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING BUT NOT LIMITED TO LOSS OF ACTUAL OR ANTICIPATED PROFITS, REVENUE, SAVINGS, DATA, USE, GOODWILL, REPUTATION, BUSINESS OPPORTUNITY, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THIS BTOS, THE SERVICE, OR THE LICENSED DATA, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR UNDER ANY OTHER THEORY OF LIABILITY, EVEN IF THE PARTY FROM WHICH DAMAGES ARE SOUGHT OR ITS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 16.2 Tracenable Limitation of Aggregate Liability (Liability Cap): SUBJECT TO SECTION 16.3 (EXCEPTED MATTERS), AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE SWISS LAW, IN NO EVENT SHALL TRACENABLE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS BTOS (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO TRACENABLE HEREUNDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE FIRST INCIDENT GIVING RISE TO LIABILITY. 16.3 Excepted Matters from Limitations: The limitations in Sections 16.1 and 16.2 do not apply to:

Client's indemnification obligations under Section 17.2 (Indemnification by Client);
a party’s breach of its confidentiality obligations under Section 14 (Confidentiality);
damages from a party’s unlawful intent (Absicht), gross negligence (grobe Fahrlässigkeit), or fraud or fraudulent misrepresentation;
liability for death or personal injury caused by a party’s fault;
Client’s obligations to pay all applicable Fees due under Section 9;
liability arising from Client’s breach of the license grants or restrictions set forth in Section 4, Section 6, or Section 7; or
any liability that cannot be limited or excluded under mandatory applicable Swiss law.

16.4 Essential Basis: The disclaimers, exclusions, and limitations of liability set forth in this BTOS form an essential basis of the bargain between the parties, reflect a mutually agreed-upon allocation of risk, and Tracenable would not be able to provide the Service without such limitations. Fees for the Service have been set taking these limitations into account.

17. Indemnification 17.1 Indemnification by Tracenable:

Defense. Tracenable shall defend Client, its officers, directors, and employees against any third-party Claim alleging that Client’s use of the Licensed Data as provided by Tracenable as part of the Service, and in full compliance with this BTOS, directly infringes such third party’s Intellectual Property Rights (excluding any patent infringement claims based on Client’s specific use case or combination if the Licensed Data itself is not infringing) enforceable in Switzerland (an “IP Claim”). For clarity, Tracenable’s obligations under this Section 17.1 do not apply to, and Tracenable has no obligation to defend or indemnify Client for, any Claim arising from or relating to any Third-Party Disclosures (including Client’s access to or use of Third-Party Disclosures), even if such Third-Party Disclosures are linked or made accessible through the Service.
Indemnity. Tracenable shall indemnify Client for any damages, reasonable attorney fees, and reasonable costs finally awarded against Client by a court of competent jurisdiction as a result of, or for amounts paid by Client under a settlement approved in writing by Tracenable for, such an IP Claim.
Exclusions. Tracenable’s obligations under this Section 17.1 exclude IP Claims arising from or based upon: (i) Client’s creation, use, or access of Derived Data; (ii) the combination, operation, or use of the Licensed Data with products, services, data, or content not provided or expressly approved in writing by Tracenable, if the IP Claim would have been avoided but for such combination; (iii) any modification to the Licensed Data not made by Tracenable or its authorized subcontractors; (iv) Client’s use of an outdated version of the Licensed Data after Tracenable has notified Client to discontinue such use; (v) Client’s breach of this BTOS, or any unauthorized or unlawful use of the Licensed Data by Client or its Named Users; (vi) any Client Data or Client instructions complied with by Tracenable in good faith; or (vii) use of the Service or Licensed Data not in accordance with the Documentation or intended design.
Mitigation. If an IP Claim is made or, in Tracenable’s reasonable opinion, is likely to be made, Tracenable may, at its sole option and expense: (i) procure Client’s right to continue using the allegedly infringing Licensed Data; (ii) replace or modify said Licensed Data to be non-infringing without materially diminishing its core functionality or value; or (iii) if Tracenable determines that options (i) and (ii) are not commercially reasonable, terminate Client’s right to use the affected Licensed Data or the Service upon written notice to Client.
Exclusive Remedy. This Section 17.1 states Tracenable’s sole liability and Client’s exclusive remedy for any IP Claim covered hereunder.

17.2 Indemnification by Client: Client shall defend, indemnify, and hold harmless Tracenable, its Affiliates, its licensors, and their respective officers, directors, employees, and agents from and against any and all third-party Claims, and associated damages, awards, judgments, losses, liabilities, obligations, fines, penalties, interest, fees, expenses (including reasonable attorneys’ fees and costs), and costs awarded against Tracenable or agreed to in a settlement approved by Client (such approval not to be unreasonably withheld), arising from or related to:

Client’s breach of any term of this BTOS, including any unauthorized use of the Service, Licensed Data, or Derived Data;
Client’s gross negligence, intentional misconduct, or fraudulent acts or omissions, or that of its Named Users;
Claims that Client Data or Client’s instructions to Tracenable infringe, misappropriate, or violate third-party rights or violate law (including data protection laws);
Client’s breach of any of its representations or warranties made in this BTOS;
the creation, use, access, display, or distribution of Derived Data by Client and its Named Users, including any Claim that such Derived Data infringes third-party rights (except to the extent such Claim is covered by Tracenable’s indemnification obligation in Section 17.1);
Client’s access to, use of, or reliance on any Third-Party Disclosures, including any allegation that such access or use infringes, misappropriates, or violates any third-party Intellectual Property Rights, contractual terms, database rights, or other rights; or
any unauthorized access to, use of, disclosure of, or exposure of Licensed Data or Derived Data by any third party that obtains such data from or through Client, its Named Users, or through mechanisms Client controls or is responsible for (including compromised access credentials).

17.3 Indemnification Procedure: Indemnification obligations are subject to the Indemnified Party:

promptly notifying the Indemnifying Party in writing of the Claim (delay only relieves obligations to the extent of actual material prejudice caused);
giving the Indemnifying Party sole control of the Claim’s defense and settlement (provided the Indemnifying Party will not settle without the Indemnified Party’s prior written consent if settlement involves the Indemnified Party’s admission of liability or fault, imposes ongoing material obligations or restrictions (other than for Confidential Information or use cessation), or does not unconditionally release the Indemnified Party from all liability; such consent not unreasonably withheld);
providing reasonable assistance, information, and authority (at the Indemnifying Party’s reasonable out-of-pocket expense); and
the Indemnified Party may participate in defense with its own counsel at its own expense.

18. Governing Law, Dispute Resolution, and Equitable Relief 18.1 Governing Law: This BTOS is governed by and construed in accordance with the substantive laws of Switzerland, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply. 18.2 Dispute Resolution; Arbitration:

Good Faith Negotiation. The parties agree to first attempt to resolve any dispute, controversy, or claim arising out of or relating to this BTOS, including its validity, invalidity, breach, or termination (a “Dispute”), through good faith negotiations between authorized representatives of each party for a period of at least thirty (30) days from the date of written notice of the Dispute from one party to the other.
Mandatory Arbitration. If the Dispute cannot be resolved through negotiation pursuant to Section 18.2(a), such Dispute shall, subject to Section 18.3 (Equitable Relief), be finally and exclusively resolved by binding arbitration administered by the Swiss Arbitration Centre under the Swiss Rules of International Arbitration (“Swiss Rules”) in force when the Notice of Arbitration is submitted. One arbitrator shall be appointed per the Swiss Rules. The seat of arbitration shall be Lausanne, Switzerland. Proceedings shall be in English. The arbitral award is final and binding and may be entered in any court of competent jurisdiction.
Waiver of Class Action. To the fullest extent permitted by law, each party waives any right to participate in a class action lawsuit or class-wide arbitration regarding any Dispute.

18.3 Equitable Relief: Notwithstanding the provisions of Section 18.2(b), Client acknowledges that any breach of its obligations with respect to Intellectual Property Rights or Confidential Information may cause Tracenable irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, Tracenable shall have the right to seek immediate injunctive or other equitable relief in any court of competent jurisdiction in Switzerland (or any other jurisdiction where Client, its assets, or its infringing or breaching activity may be found) to protect its Intellectual Property Rights, enforce restrictions on use of the Service or Licensed Data, or prevent or stop any actual or threatened breach of this BTOS (including confidentiality obligations), without the necessity of posting a bond or proving actual damages, and without waiving any other rights or remedies available at law or in equity. 18.4 Continued Performance: Unless this BTOS is terminated, and except for obligations directly disputed, the parties will continue good faith performance during any dispute resolution process.

19. General Provisions 19.1 Entire Agreement and No Reliance: This BTOS (including Documentation expressly incorporated by reference, such as the Pricing Information and Privacy Policy) is the entire understanding and agreement between the parties regarding its subject matter, superseding all prior and contemporaneous communications (oral or written). Each party affirms it has not relied on any representation, assurance, or inducement not expressly in this BTOS. 19.2 Assignment: Neither party may assign its rights or obligations under this BTOS without the other’s prior written consent (not unreasonably withheld or delayed). However, Tracenable may assign this BTOS fully without Client consent to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or business to which this BTOS relates. Any attempted assignment violating this section is void. This BTOS binds successors and permitted assigns. 19.3 Relationship of the Parties: The parties are independent contractors. This BTOS creates no partnership, franchise, joint venture, agency, fiduciary, or employment relationship. Neither party can bind the other. 19.4 Notices: All notices under this BTOS must be in writing and delivered by email. Notices to Tracenable shall be sent to legal@tracenable.com (or such other email address as Tracenable may subsequently designate by notice). Notices to Client shall be sent to the primary email address Client provides and maintains in its Account, which Client is responsible for keeping current. An email notice is deemed received upon successful transmission, provided the sender does not receive an automated delivery failure notification within twenty-four (24) hours. Either party may update its email address for notices by providing written notice to the other party. 19.5 Severability: If a BTOS provision is held contrary to law, it will be modified by the court and interpreted to best achieve original objectives per law; remaining provisions remain in effect. If not modifiable, it is deemed severed; remaining provisions continue. 19.6 Waiver: No failure or delay by a party in exercising any right under this BTOS constitutes a waiver of that or any other right. A waiver of one default is not a waiver of subsequent defaults. Waivers must be written and signed by an authorized representative of the waiving party. 19.7 Force Majeure: Neither party is liable for performance failure or delay (except Fee payment) from causes beyond reasonable control without its fault or negligence (e.g., acts of God, government actions, war, terror, labor disputes (not its own employees), epidemics, pandemics, internet or utility failures, DoS attacks) (a “Force Majeure Event”). The affected party will promptly notify the other and use commercially reasonable efforts to mitigate effects. 19.8 Headings and Interpretation: Headings are for convenience only and do not affect interpretation. “Include,” “includes,” and “including” mean “without limitation.” References to Sections and annexes are to this BTOS. 19.9 Language: This BTOS is in English. Translations are for convenience; English prevails in conflict. 19.10 No Exclusivity: This BTOS is non-exclusive. Tracenable is free to offer services to others (including Client competitors) and develop similar or competing products. 19.11 Export Control and Economic Sanctions: The Service and Licensed Data are subject to export and sanctions laws. Client will comply strictly. Client shall not access, use, export, re-export, or transfer the Service or Licensed Data in violation of such laws (e.g., to embargoed countries, sanctioned parties, for prohibited end-uses) without government authorization. Client warrants it is not on prohibited or restricted party lists and not in or under control of a sanctioned country national or resident. Client is solely responsible for necessary licenses and authorizations. 19.12 No Third-Party Beneficiaries: This BTOS creates no third-party beneficiary rights, except Tracenable’s licensors are intended third-party beneficiaries of disclaimers, liability limitations, and protections for Licensed Data they provide, and as explicitly stated in the Documentation. 19.13 Order of Precedence: If there is a conflict between documents that form part of this BTOS, the following order applies (highest to lowest): (i) any written order form, addendum, or enterprise agreement signed by Tracenable and Client (if any), (ii) the DPA (if applicable), (iii) this BTOS, (iv) the Pricing Information solely for Fees, Credits, and usage rules, and (v) other Documentation.

Business Terms of Service (Usage-based Plan for Commercial Use)