These Foresight Terms of Service ("Terms of Service") describe the terms and conditions pursuant to which the Service and all related services provided by iConvert, a limited liability company with registered office at Rubensheide 40, 2950 Kapellen, registered with the Crossroads Bank for Enterprises under number 0665.855.015 ("Foresight") are provided to the Customer. Hereinafter the parties may individually be referred to as a "Party" or jointly as the "Parties".

1. APPLICABILITY

1.1. By accepting these Terms of Service, either by clicking a box indicating acceptance, executing an Order Form or other document that references these Terms of Service, by using (or making any payment for) the Services, or by otherwise indicating acceptance of these Terms of Services, the use of the Service and other services rendered by Foresight will be governed by the Agreement. The general terms and conditions of the Customer are not applicable and are explicitly excluded, even if such general terms and conditions of the Customer would contain a similar clause. By entering into this Agreement on behalf of a legal entity, the individual accepting these Terms of Service represents that it possesses the necessary authority to bind that legal entity to the Agreement. All references to "the Customer" in these Terms of Service mean the person accepting these Terms of Service as an individual or the legal entity for which the representative is acting.

1.2. Prior to registration or login to the Platform, the Customer has been informed of these Terms of Service. Unless otherwise explicitly agreed upon in writing, the Customer will accept these Terms of Service prior to the first commissioning of the Platform.

1.3. The most recent version of the Terms of Service is available on the Website: www.foresightiq.ai/terms-of-service.

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2. DEFINITIONS

• Agreement: these Terms of Service, together with the Order Form and all other documents to which reference is made in these Terms of Service;
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• Artificial Intelligence (AI) System: means any machine-based system that, for any explicit or implicit objective, infers from the inputs the system receives how to generate outputs, including content, decisions, predictions, or recommendations, that can influence physical or virtual environments;
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• Authorized Users: the users which are authorized to use the Service by means of an account created by Foresight or the Customer. Foresight may provide different categories of Authorized Users depending on the Subscription Plan to which the Customer subscribes and the permissions set;
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• Business Purposes: any lawful purpose related to the Customer's marketing operations, including but not limited to marketing optimisation, competitive analysis, advertising performance evaluation, budget allocation, campaign planning, and strategic decision-making;
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• Confidential Information: means any and all information disclosed by the Providing Party to the Receiving Party that is (i) marked "confidential" or "proprietary", including orally conveyed information designated confidential at the time of disclosure provided that it is reduced to a written summary marked "confidential" that is supplied to the Receiving Party within thirty (30) calendar days of the oral disclosure, or (ii) regardless of whether so marked or identified, all information that would reasonably be considered confidential, including, without limitation, pricing, terms, attachments, appendices and all information related to the software associated with the Agreement. Confidential Information of Foresight includes all non-public information and data accessed or generated through the use of the Services. This encompasses, but is not limited to, Customer Data;
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• Customer Data: means Marketing Data, API credentials, and other information provided to or accessed by the Service from Customer's systems or authorized third-party platforms during use of the Service;
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• Customer: the party with whom Foresight has concluded the Agreement which may be an individual or legal entity;
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• Data Protection Legislation: the (supra)national privacy legislation applicable to the processing of personal data by the Customer or Foresight within the scope of the Agreement, such as, but not limited to: (i) the General Data Protection Regulation 2016/679 of April 27, 2016 ("GDPR"); (ii) the Belgian Privacy Law of 30 July 2018; (iii) the ePrivacy Directive 2002/58/EC of 12 July 2002, including future amendments and revisions thereof; and/or (iv) (future) national legislation regarding the implementation of the GDPR; Insofar applicable, it also includes applicable U.S. privacy laws, such as the California Consumer Privacy Act of 2018 (CCPA), as amended by the California Privacy Rights Act of 2020 (CPRA) and AB 1008; the Virginia Consumer Data Protection Act (VCDPA); the Colorado Privacy Act (CPA); the Utah Consumer Privacy Act (UCPA); the Texas Data Privacy and Security Act; and additional state laws such as the Delaware Personal Data Privacy Act and the Florida Digital Bill of Rights. This definition further encompasses any future amendments, revisions, or new privacy laws enacted in other U.S. states, the District of Columbia, or U.S. territories as they become effective.
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• Documentation: means Foresight-provided documentation relating to the Services (e.g. user guides), as may be updated by Foresight from time to time;
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• Effective Date: the date of commencement as specified in the Order Form;
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• Marketing Data: means Customer's advertising data, campaign information, revenue data, and performance metrics provided to or collected by the Service;
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• Order Form: any ordering documentation or online sign-up or subscription pages, regardless of form, agreed to between the Parties which sets forth the Services accessed by the Customer and any relevant pricing. Multiple Order Forms may be entered into under the Agreement;
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• Output: all analytics, insights, competitive intelligence, recommendations, reports, visualisations, and other information of any kind generated, created, produced or displayed through the Service as a result of processing Marketing Data and/or Third-Party Data;
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• Payment Method: means the credit card or other payment instrument stored with the payment processor for recurring billing purposes;
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• Platform: the Foresight platform as described in the Order Form and represented via www.foresightiq.ai;
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• Professional Services: means the professional services provided by Foresight pursuant to Section 9 of these Terms of Service;
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• Scheduled Downtime: means (i) planned maintenance downtime (scheduled as necessary, at Foresight's own discretion, of which Foresight will use commercially reasonable efforts to give at least 8 hours electronic notice and which Foresight will schedule at times that minimize business impact to the extent practicable, (ii) any unavailability caused by circumstances beyond Foresight's commercially reasonable control, including, for example, act of a government, natural disasters, flood, fire, earthquake, civil unrest, act of terror, strike or other labour problem (other than those involving our employees), hardware maintenance, electronic communication network operator or internet service provider failure or delay (other than those managed by Foresight as part of the Agreement), or denial of service attack, and (iii) any interruption or unavailability resulting from the misuse, improper use, alteration, or damage of the Service;
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• Service: the online marketing analytics service of Foresight including the Platform, API's, Documentation, integrations, updates or modifications, features, and modules, as set forth in the Order Form; The Service includes Al-enabled features and capabilities that utilize machine learning or similar technologies for analysis, categorisation, and insight generation;
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• Subscription Plan: means the applicable subscription level of packaged functionality and services as detailed in the Order Form and in the applicable Documentation;
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• Term: the duration of the Agreement as set forth in Section 12;
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• Third-Party Data: means competitor information, market data, and other data sourced from third parties for analysis purposes;
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• Unscheduled Downtime: means the total time during which the Service is not available to be accessed and used by the Customer or its Authorized Users due to any outage that is unplanned or any emergency that requires taking down the Service, i.e. all downtime that is not Scheduled Downtime;
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• Virus: a virus, cancelbot, worm, logic bomb, Trojan horse or other harmful component of software or data;
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• Website: the Foresight website, namely: www.foresightiq.ai.

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3. LICENSE

3.1 Customer license. Subject to the terms and conditions of this Agreement, Foresight grants to Customer a renewable, non-exclusive, non-transferable, and revocable license (without the right to sub-license) to access and use the Service solely for Customer's Business Purposes, and in accordance with the Subscription Plan.

3.2 Authorized Users license. In accordance with the conditions set forth in this Agreement, Foresight grants to the Authorized Users a limited, non-exclusive, non-transferable, revocable license (without the right to sub-license), to access and use the Service solely for Customer's Business Purposes, and in accordance with the Subscription Plan.

3.3 Updates and changes. Foresight reserves the right to make, in its sole discretion, from time to time, without prior notification to the Customer, standard (i.e. to all Foresight customers accessible) changes and updates to the functionality and/or documentation of the Service, provided they do not nullify or otherwise disregard the features and conditions of the Agreement.

3.4 Excluded usage.
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‍3.4.1 Customer will not have the right to:

• (i) license, sub-license, sell, transfer, distribute, share, rent, lease, or otherwise permit third parties to use the Service;
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• (ii) use the Service in order to provide any product or service that competes with the offerings of Foresight;
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• (iii) use the Service in order to circumvent Fees or in a way that would violate the applicable Subscription Plan, Documentation, or the Agreement;
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• (iv) modify, translate, or create derivative works based on the Service or Documentation;
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• (v) use the Service in whole or in part for any other purpose, other than for the purposes provided for in this Agreement;
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• (vi) decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of the Service by any means whatsoever, or disclose any of the foregoing;
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• (vii) use the Service in any way that is unlawful, illegal, fraudulent or harmful;
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• (viii) use the Service to train, develop, or improve any algorithms or Al Systems; or
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• (ix) use the Service in any manner that could damage, disable, overburden, or impair Foresight's systems or networks.

3.4.2 Any violation of these restrictions may result in immediate suspension or termination of access to the Service.

3.5 Integrity and confidentiality. In relation to the Authorized Users, the Customer undertakes that: (i) it will not allow or suffer any user accounts to be used by more than one individual Authorized User, (ii) that each Authorized User will keep a secure password for his use of the Service and (iii) that each Authorized User will keep his password confidential. The Customer is responsible for all acts by its Authorized Users in breach of this Agreement. Each Authorized User must use a unique identity to access and use the Service, and may access the Services only to the extent purchased by Customer (where applicable) and in accordance with the applicable Subscription Plan.

3.6 API Access. Certain Subscription Plans may include access to the Service's application programming interface ("API"). API Access is subject to additional terms and conditions set forth in the API Terms of Service, available at www.foresightiq.ai/api-terms-of-service and incorporated herein by reference. Customers who activate or use API Access must accept and comply with the API Terms of Service. The Service may revoke API Access at any time for violation of the API Terms of Service whilst maintaining Customer's access and subscription to the Service.

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4. FEES AND PAYMENT TERMS

4.1 Fees

‍4.1.1 Fees. Customer agrees to pay the fees as set forth in the pricing schedule in the Order Form ("Fees"), which may consist of (i) the monthly license Fee, and (ii) any applicable Fees for Professional Services in accordance with Section 9.2, that are not included in the license Fee.

4.1.2 Payment Method. Customer authorises the Service to store Customer's payment method details with Stripe, a third-party payment processor, for recurring billing purposes. By providing payment information, Customer authorises automatic monthly charges to the stored Payment Method.

‍4.1.3 Payment Processing. All payments are processed through Stripe. Customer acknowledges and agrees to Stripe's Services Agreement and Privacy Policy. The Service is not responsible for any fees charged by Customer's payment provider. If a payment fails, the Service will attempt to process the payment again. Customer will update payment information promptly. Continued payment failure may result in service suspension.

‍4.1.4 Changes. Foresight may change its prices during the then current subscription term with effect from the Renewal Term provided such prices were communicated at least fifteen (15) days before the expiry of the then current term or were agreed to in an Order Form.

4.2 Payment terms.

‍4.2.1 Payments. The Service will charge the Customer's Payment Method in accordance with the billing frequency specified in the Order Form. All payment obligations are non-cancellable and all amounts paid are non-refundable.

‍4.2.2 Taxes. Amounts due are exclusive of all applicable taxes, levies, or duties, and the Customer will be solely responsible for payment of all such amounts.

‍4.2.3 Currency and Payment Method. All amounts will be charged in the currency specified in the Order Form to the Payment Method stored with Stripe.

‍4.2.4 Dispute. If the Customer is of the opinion that Foresight has incorrectly invoiced or charged, then the Customer will inform Foresight of this in writing within fifteen (15) days following the invoice or payment date, specifying the supposed error.

‍4.2.5 No transfer or set off. Invoices may not be transferred or set off without Foresight's prior written consent.

‍4.2.6 Payment Method Updates. Customer will maintain current and valid payment information. Customer may update payment information through the Service or by contacting us.

4.3 Overdue payment.

‍4.3.1 Interest. To the maximum extent permitted by applicable law, all amounts not paid by the Customer on the due mentioned in the invoice date will bear interest at the applicable legal interest rate, as of the due date, as well as a lump sum indemnity equal to ten percent (10%) of the invoiced amount.

‍4.3.2 Service suspension.Foresight may also suspend access to the Service if the Customer fails to pay any amount due to Foresight under the Agreement within ten (10) days of the date of Foresight's prior written notice of default.

‍4.3.3 Termination. The above is without prejudice to Foresight's right to terminate the Agreement in accordance with Section 13 of these Terms of Service.

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5. INTELLECTUAL PROPERTY RIGHTS

5.1 Scope. Foresight and its suppliers exclusively own and retain all intellectual property rights, title and interests in and to the Service, Documentation and underlying methodologies, processes, improvements, algorithms and other processes used to generate the Output. All rights in and to the Service and Documentation not expressly granted to Customer in the Agreement are reserved to Foresight. No license is granted to the Customer other than to use the Service, Documentation and Output expressly stated in the Agreement. The Foresight name and logo, and the product names associated with the Service are trademarks of Foresight or third parties and may not be used without Foresight's prior written consent.

5.2 Foresight Indemnification. Foresight will defend, indemnify and hold harmless Customer (and its officers, directors, employees and agents) from and against all costs, liabilities, losses and expenses arising out of any valid and substantiated claim, suit, action or proceeding by any third party if resulting from an infringement of intellectual property rights by the Foresight Service (other than as a result of Customer Data). In the event of such a claim, Foresight may, in its sole discretion, (i) acquire a license free of charge protecting Customer from such claim, or (ii) replace or modify the Service with a non-infringing Service, or (iii) If these remedies become unfeasible, Foresight may terminate the Service and the Agreement without fault, provided that in the event of such termination, the license fees Customer has paid for Services not yet provided at the date of termination will be refunded pro rata. This section determines the Customer's sole and exclusive remedies for such infringements or alleged infringements to that effect.

5.3 Customer Indemnification. Customer agrees to defend, indemnify and hold harmless Foresight (and its officers, directors, employees and agents) from and against any and all claims, actions or demands of third parties (including, but not limited to: costs, damages and reasonable legal and accounting costs) arising from (i) Customer Data that infringes the rights of third parties; (ii) violation of intellectual property rights; and (iii) misuse of the Services.

5.4 Indemnification conditions. Each Party's indemnity obligation will be conditional upon the following: (i) the indemnifying Party is given prompt written notice of any such claim; (ii) the indemnifying Party is granted sole control of the defense and settlement of such a claim; (iii) upon the indemnifying Party's request, the indemnified Party fully cooperates in the defense and settlement of such a claim, at the indemnifying Party's expense.

5.5 Feedback. Foresight is free (but in no way obligated) to use and incorporate any ideas, suggestions or recommendations provided by the Customer or its Authorized Users ("Feedback") in the Service, without payment of royalties or other consideration to the Customer, provided however, the foregoing will not be construed as granting Foresight any right or license to the Customer's patents, copyrights or trademark rights or other intellectual property right in the Feedback.

5.6 Trademark and Brand Protection. Customer acknowledges and agrees that any use of Foresight's trademarks, service marks, trade names, logos, symbols, or brand identifiers requires Foresight's prior written consent and must strictly comply with Foresight's brand guidelines as provided from time to time. Customer shall not register, attempt to register, or assist any third party in registering any trademarks, service marks, trade names, or domain names that are identical or confusingly similar to Foresight's marks in any jurisdiction worldwide. Furthermore, Customer agrees not to challenge, contest, or take any action inconsistent with Foresight's exclusive ownership and rights in its trademarks, including but not limited to challenging the validity of Foresight's trademarks or seeking to register substantially similar marks.

For US Residents Only: If you are a copyright owner or an agent thereof and believe that your intellectual property rights have been infringed upon, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our copyright agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
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• identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
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• identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit Foresight to locate the material;
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• information reasonably sufficient to permit Foresight to contact you, such as an address, telephone number, and, if available, an e-mail address;
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• a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
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• a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

You can contact us via email (info@foresightiq.ai). Upon receipt of a notification, Foresight will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from the Website or Platform. We suggest that you consult your legal advisor before filing a notice or counter-notice.

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6. CUSTOMER DATA AND OUTPUT

6.1 Ownership & Control. Customer retains full ownership and control over all Customer Data. Foresight acknowledges that no rights, title, or interest in Customer Data are transferred or assigned to Foresight under this Agreement.

6.2 Permitted Use. Customer grants Foresight a limited, non-exclusive, revocable, non-transferable, and non-sublicensable license to use Customer Data solely as necessary to (i) provide the Service and generate Output for Customer, (ii) maintain and support the Service or (iii) create aggregated, anonymised, and de-identified data for benchmarking, analytics, and Service improvement purposes. Customer Data will not be shared with third parties except (a) as necessary to provide the Service (including third-party data providers and service providers bound by confidentiality obligations), (b) in aggregated and anonymised form that cannot identify Customer, or (c) as required by law.

6.3 Third-Party Data. The Service collects, processes, and analyses Third-Party Data from various sources for competitive analysis, benchmarking, and market intelligence purposes. Customer acknowledges and agrees that:

• (i) Third-Party Data is proprietary to Foresight and/or its data providers;
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• (ii) Customer will not attempt to identify, access, reverse-engineer, or independently verify the sources of Third-Party Data;
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• (iii) Third-Party Data is provided on an "as is" basis and may contain estimates, approximations, or inaccuracies;
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• (iv) Foresight makes no warranties regarding the accuracy, completeness, timeliness, or reliability of Third-Party Data.

6.4 Data Access Permissions. Customer grants Foresight permission to access Customer's advertising platforms, analytics tools, revenue systems, and other authorised third-party platforms to collect Marketing Data necessary to provide the Service. Customer represents and warrants that:

• (i) Customer has all necessary rights, permissions, and authorisations to grant such access;
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• (ii) Customer's grant of access does not violate any third-party terms of service, privacy policies, or data usage agreements;
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• (iii) Customer will promptly notify Foresight if any access permissions are revoked or modified. Customer may revoke access permissions at any time, provided that such revocation may limit or prevent Foresight's ability to provide certain Service features or functionality.

6.5 Output Limitations. Customer acknowledges and agrees that:

• (i) Data Timeliness: Output is based on available data at the time of generation and may not reflect real-time information. Market conditions, competitor activities, and advertising performance may change after Output is generated.
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• (ii) Estimates and Approximations: Competitive data, market intelligence, and certain analytics included in Output are estimates based on available information and analytical models. Such estimates may not reflect actual competitor performance, market conditions, or business outcomes.
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• (iii) Third-Party Data Limitations: Output incorporating Third-Party Data is subject to the accuracy and completeness of such data sources. Foresight does not control third-party data sources and cannot guarantee their accuracy.
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• (iv) Verification Required: Customer is solely responsible for verifying Output and exercising independent judgement before making business decisions, implementing marketing strategies, or taking any action based on Output.
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• (v) No Professional Advice: Output is for informational purposes only and does not constitute professional marketing, business, financial, or legal advice. Customer should consult with qualified professionals before implementing recommendations or making significant business decisions.
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• (vi) Business Outcomes: Foresight makes no warranties or guarantees regarding business outcomes, marketing performance, revenue increases, cost savings, or other results that may be achieved through use of Output.

6.6 Data Retention. Customer Data and Output will be retained for the duration of the Agreement plus 30 days following termination, unless Customer requests earlier deletion or applicable law requires longer retention. Aggregated, anonymised data derived from Customer's use of the Service collected in accordance with Section 6.2 may be retained indefinitely for Service improvement, benchmarking, and analytical purposes. Upon termination of the Agreement, Customer may request deletion of Customer Data and/or Output in accordance with Section 13.2, subject to Foresight's legal retention obligations and backup retention policies.

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7. EXPORT COMPLIANCE

Customer will comply with all applicable export control laws and regulations in its use of the Service. Customer represents and warrants that it is not located in, under the control of, or a national or resident of any country subject to embargo or trade sanctions, and is not listed on any government prohibited parties list.

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8. PERSONAL DATA DATA PROTECTION

8.1. Terms. The terms "personal data", "Personal Identifiable Information (PII)", "processing", "(sub)processor" and "controller" have the meaning as assigned in the Data Protection Legislation of your jurisdiction.

8.2 Foresight as data controller.

‍8.2.1 Scope. Foresight is the data controller for the collection, storage and any other processing by Foresight of personal data of the Customer and/or Authorized Users where it involves individuals subscribing to the Service.

‍8.2.2 Privacy policy. This processing is done in accordance with the "Foresight Privacy Policy" which is an integral part of the Agreement. The Foresight Privacy Policy is available on the Website at www.foresightiq.ai/privacy-policy. By signing the Agreement, the Customer declares to have read and agree to the terms of the Foresight Privacy Policy.

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9. SUPPORT AND PROFESSIONAL SERVICES

9.1 Support. Foresight will during the Term provide support and maintenance services relating to the Service on a best efforts basis. Foresight will use all reasonable efforts to minimize the Scheduled and Unscheduled Downtime of the Service. Foresight commits to providing the Service with at least ninety-nine percent (99%) uptime, measured on a monthly basis, excluding Scheduled Downtime.

9.2 Professional Services.

‍9.2.1 Scope. Where agreed to in an Order Form and subject to the payment of the applicable Fees, Foresight will provide to the Customer the Professional Services set out in the applicable Order Form. Each such Order Form will incorporate by reference the terms of these Terms of Service and will set forth the Professional Services to be provided by Foresight, the applicable assumptions and Customer dependencies, the Fees and expenses to be paid to Foresight, the applicable acceptance criteria, if any, and such additional terms and conditions as the Parties may mutually agree.

‍9.2.2 Performance. Foresight will perform the Professional Services in a professional manner and will use reasonable skill and care in performing the Professional Services. Foresight will provide reasonable efforts to deliver the Professional Services in accordance with any delivery dates agreed upon by the Parties. However, any timeframe for performance will be indicative target dates only, unless expressly stipulated to be binding milestones in the Order Form.

‍9.2.3 Cooperation. The Customer will co-operate with Foresight and provide such assistance, information and equipment as reasonably requested by Foresight to be able to adequately perform the Professional Services. Where performance of the Professional Services is delayed by the Customer (or a third party acting under the Customer's control or on the Customer's behalf), including as a result of Customer dependencies not being met, any costs incurred by Foresight as a result thereof will be paid by the Customer. The Customer acknowledges and agrees ag that in the event the Customer fails to fulfil any of its obligations under the Agreement, the timeline and fees may be adversely impacted.

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10. DISCLAIMERS AND LIABILITIES

10.1 No Virus. FORESIGHT WARRANTS THAT IT EMPLOYS INDUSTRY-STANDARD VIRUS DETECTION AND PREVENTION MEASURES IN PROVIDING THE SERVICES. FORESIGHT IMPLEMENTS REASONABLE SECURITY CONTROLS AND MONITORING TO DETECT AND PREVENT MALICIOUS CODE. TO THE BEST OF FORESIGHT'S KNOWLEDGE, THE FORESIGHT SERVICE, UPON DELIVERY TO CUSTOMER, DOES NOT CONTAIN A VIRUS, AND FORESIGHT WILL NOT KNOWINGLY PROGRAM VIRUSES INTO THE SERVICE.

10.2. Service

‍10.2.1 No guarantees. UNLESS EXPRESSLY PROVIDED OTHERWISE IN THE AGREEMENT, CUSTOMER ACCEPTS THE SERVICE "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES WITH RESPECT TO:

• (i) THE USE OR PERFORMANCE OF THE SERVICE, INCLUDING, BUT NOT LIMITED TO: IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE;
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• (ii) THE COMPATIBILITY OF THE SERVICE WITH APPLICATIONS, PROGRAMS OR PLATFORMS NOT SPECIFICALLY IDENTIFIED AS COMPATIBLE WITH THE SERVICE;
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• (iii) THAT THE SERVICE WILL BE ERROR-FREE OR THAT THE USE AND/OR OPERATION OF THE SERVICE WILL BE SECURE OR UNINTERRUPTED, THAT FORESIGHT WILL DETECT ANY OR EVERY THREAT, VULNERABILITIES, MALICIOUS BEHAVIOR OF ANY KIND OR DEFECT IN CUSTOMER'S SYSTEMS, OR THAT ANY OR ALL PROBLEMS WITH RESPECT TO THE SERVICE CAN BE SOLVED AND HEREBY DISCLAIMS ANY AND ALL LIABILITY ON ACCOUNT THEREOF.

10.2.2 Damage types. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES WILL NOT BE LIABLE TO EACH OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO: DAMAGES OR EXPENSES RESULTING FROM LOSS OF PROFIT, LOSS OF DATA, LOSS OF TURNOVER, LOSS OF GOODWILL, BUSINESS LOSS, PURCHASE OF REPLACEMENT SERVICES, OR PHYSICAL OR MATERIAL DAMAGE ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT (INCLUDING, BUT NOT LIMITED TO: INCORRECT CALCULATIONS, OR THE (MIS)USE OF OR INABILITY TO USE THE SERVICE) REGARDLESS OF THE LEGAL CLAIM OR THEORY OF LIABILITY, WHETHER BASED IN TORT, CONTRACT OR OTHERWISE.

10.2.3 Limitation of liability. NOTWITHSTANDING THE FOREGOING, IN THE EVENT THAT FORESIGHT IS HELD LIABLE, ITS AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT WILL BE (I) THE FEES PAID BY THE CUSTOMER UNDER THE AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO FORESIGHT'S LIABILITY, OR (II) EUR 10.000 (TEN THOUSAND), WHICHEVER IS HIGHER. WHERE THE CUSTOMER USES THE SERVICES PURSUANT TO A FREE SUBSCRIPTION PLAN, THE AGGREGATE LIABILITY IS LIMITED TO THE AMOUNT OF EUR 2.500 (TWO THOUSAND FIVE HUNDRED).

10.3 Output disclaimer. SUBJECT TO SECTION 6.5 ALL OUTPUT IS PROVIDED TO CUSTOMER ON AN "AS IS" BASIS WITH NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. THE PROVISIONS OF SECTION 10.2 APPLY WITHOUT PREJUDICE TO OUTPUT.

10.4 Third-Party Platform Disclaimer. THE SERVICE'S FUNCTIONALITY DEPENDS IN PART ON THIRD-PARTY ADVERTISING PLATFORMS, ANALYTICS TOOLS, DATA SOURCES, AND APIS. FORESIGHT IS NOT RESPONSIBLE FOR:

• (i) CHANGES TO THIRD-PARTY PLATFORM TERMS OF SERVICE, API ACCESS, DATA AVAILABILITY, OR FUNCTIONALITY;
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• (ii) INTERRUPTIONS, OUTAGES, OR PERFORMANCE ISSUES WITH THIRD-PARTY PLATFORMS;
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• (iii) ACCURACY, COMPLETENESS, OR TIMELINESS OF DATA PROVIDED BY THIRD-PARTY PLATFORMS;
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• (iv) THIRD-PARTY PLATFORM POLICIES REGARDING DATA COLLECTION, USAGE, OR SHARING; OR
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• (v) FEES, CHARGES, OR RESTRICTIONS IMPOSED BY THIRD-PARTY PLATFORMS.

FORESIGHT MAY TEMPORARILY SUSPEND OR MODIFY SERVICE FEATURES THAT DEPEND ON THIRD-PARTY DATA SOURCES THAT BECOME UNAVAILABLE, RESTRICTED, OR TECHNICALLY INFEASIBLE TO ACCESS. CUSTOMER ACKNOWLEDGES THAT SUCH CHANGES MAY OCCUR WITHOUT PRIOR NOTICE AND FORESIGHT WILL NOT BE LIABLE FOR ANY RESULTING SERVICE LIMITATIONS.

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11. CONFIDENTIALITY

11.1 Confidentiality obligation. Each Party ("Receiving Party") undertakes, and undertakes its agents and its affiliates, to observe absolute confidentiality with regard to the Confidential Information it receives from the counterparty ("Providing Party"), which in particular implies that:

• (i) the Receiving Party may only use the Confidential Information of the Providing Party for its own account and when this is reasonably necessary for the execution of the Agreement;
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• (ii) each Party will keep the other Party's Confidential Information confidential by means no less restrictive than those it uses for its own Confidential Information;
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• (iii) the Receiving Party will not disclose or in any way make available Confidential Information of the Providing Party to third parties (i.e. persons other than its employees or subcontractors who are bound by a duty of confidentiality and who need the same Confidential Information to fulfill the obligations of the Receiving Party under the Agreement), without the express written approval of the Providing Party;
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• (iv) the Receiving Party may not participate in or authorize others to engage in reverse engineering, disassembly or decompilation of any Confidential Information of the Providing Party;
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• (v) no Receiving Party may directly benefit from the Confidential Information of the Providing Party.

11.2 Exclusions. The above obligations do not apply to information which: (i) is already in the possession of the Receiving Party and is not subject to a duty of confidentiality vis-à-vis the Party providing the information; (ii) is independently developed by the Receiving Party; (iii) has been made public, but not because of the fault of the Receiving Party; (iv) was lawfully learned by the Receiving Party directly from a third party who is not subject to an obligation of confidentiality; (v) has been released with the written consent of the Providing Party; or, finally, (vi) disclosed pursuant to a legal obligation, regulation or court order, provided that the Receiving Party promptly notifies the Providing Party of such demand and cooperates to obtain a protective order or similar treatment by any means necessary.

11.3 Disclosure in proceeding. When the Receiving Party is requested or required to disclose the Confidential Information of the Providing Party in a proceeding, the Receiving Party will, where permitted by law, immediately notify the Providing Party to enable it to contest such claim.

11.4 Consequences of Agreement termination.

‍11.4.1 Obligations. Upon termination or expiration of the Agreement, unless otherwise agreed in writing or otherwise in the Agreement, each Receiving Party will, at the request of the Providing Party, either (i) release all Confidential Information of the Providing Party, as well as any copies in its possession or under the control of the Receiving Party, return it to the Providing Party; or (ii) destroy all Confidential Information and copies thereof in the Receiving Party's possession or control. The Receiving Party will subsequently certify in writing at the request of the Providing Party that the Receiving Party (including its personnel or agents) has not retained any copies.

‍11.4.2 Survival. The confidentiality obligation in this section remains in effect for two (2) years after the termination or expiry date of the Agreement.

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12. TERM

12.1 Term. The initial term of the Agreement ("Initial Term") will commence on the Effective Date for a subscription term specified in the Order Form.

12.2. Renewal Term. The Agreement will automatically renew for successive periods (each Term being a "Renewal Term"), commencing upon the expiration of the Initial Term, unless one of the Parties gives written notice of termination prior to the end of the Initial Term or the current Renewal Term, as further specified in the Order Form.

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13. TERMINATION

13.1 Grounds for Termination.

‍13.1.1 Breach by Customer. Foresight may immediately terminate the Agreement by written notice (or in its sole discretion, otherwise suspend access to the Service) due to a material breach by the Customer of the terms of the Service as set forth in Section 3.

‍13.1.2 Breach by either Party. Either Party may terminate the Agreement by notifying the other Party in writing if the other Party materially breaches the terms of the Agreement and fails to cure such breach within thirty (30) days of receipt of a notice of default.

13.1.3 Bankruptcy e.a. Either Party may terminate the Agreement by providing written notice to the other Party, effective as of the date such notice is issued, if the other Party becomes the subject of a voluntary or involuntary bankruptcy, insolvency or similar proceeding or otherwise liquidates or terminates its business activities.

‍13.1.4 Payment Default. Foresight may suspend or terminate the Agreement if Customer fails to make payment within fifteen (15) days of written notice of payment failure. Upon suspension for payment default, Customer's access to the Service will be immediately disabled until payment is received.

13.2 Consequences. Upon termination of the Agreement for any reason (i) Customer will immediately pay all Fees and other amounts due to Foresight under the Agreement, up to and including the date of termination, (ii) all usage rights granted to Customer under the Agreement, including the right to use the Service pursuant to Section 3, will automatically expire, (iii) Foresight will, upon Customer's request, return a copy of the Output in a common file format, to be determined by Foresight in its sole discretion, and (iv) Customer's Payment Method authorisation will be cancelled and no further charges will be processed. Termination of the Agreement for any reason will occur without prejudice to any right or remedy that has accrued prior to the actual termination.

13.3 Survival. The provisions of the Agreement that are explicitly or implicitly intended to survive termination must survive the expiry or termination of the Agreement.

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14. APPLICABLE LAW AND JURISDICTION

14.1 Applicable law. This Agreement will be reasonably interpreted in accordance with Belgian law (without giving effect to any laws of conflict).

14.2 Jurisdiction. The courts of Antwerp will have exclusive jurisdiction over any dispute or controversy arising from or relating to the Agreement or its subject matter.

14.3 Dispute Resolution (For US Customers). In the event of any dispute arising out of or relating to this Agreement, the parties agree to first attempt to resolve the dispute through good faith negotiation. If the dispute remains unresolved after 30 days of negotiation, the parties agree to mediation administered by JAMS Mediation and Arbitration under its rules before resorting to arbitration or litigation. The mediation will take place at a JAMS office located in California, and the mediator and the final location will be selected by mutual agreement of the parties. The mediation shall commence within 30 days of a written request for mediation by either party.

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15. THIRD-PARTY SERVICES

The Service may interoperate, integrate, or be used in connection with third party offerings and services ("Third-Party Services"). FORESIGHT IS NOT RESPONSIBLE FOR, AND FORESIGHT HEREBY DISCLAIMS ANY LIABILITY FOR, ANY ACT OR OMISSION OF ANY PROVIDER OF THIRD-PARTY SERVICES OR THE OPERATION OF ANY THIRD-PARTY SERVICES, INCLUDING ACCESS TO, MODIFICATION OF, OR DELETION OF DATA, REGARDLESS OF WHETHER FORESIGHT OR A SERVICE ENDORSES, APPROVES, OR SUPPORTS ANY SUCH THIRD-PARTY SERVICES. FORESIGHT DOES NOT GUARANTEE THE INTEROPERATION, INTEGRATION, OR SUPPORT OF ANY THIRD-PARTY SERVICES. FORESIGHT MAY, AT ANY TIME, IN ITS SOLE DISCRETION, MODIFY THE SERVICE, WHICH MAY RESULT IN THE FAILED INTEROPERATION, INTEGRATION, OR SUPPORT OF THIRD-PARTY SERVICES.

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16. FREE TRIAL

16.1 Free Trial. If the Customer registers for a free trial, Foresight will make the Service available to the Customer on a trial basis free of charge until the earlier of (a) the end of the free trial period; (b) the start date of any subscription; or (c) termination of the trial by Foresight. Foresight reserves the right to modify or discontinue the free trial of the Customer at any time in its sole discretion and without notice.

16.2 Limitations. The free trial is intended solely for evaluation purposes, and may include only partial features, limited datasets, or restricted access to the full capabilities of the Service. Performance and results may not reflect the quality or scope of the full version. The Customer agrees to provide accurate and complete information during the registration process and to use the Service in a manner consistent with these Terms of Service and all applicable laws and regulations.

16.3 Free Trial Payment Method. Customer may be required to provide a valid Payment Method to access the free trial. By providing Payment Method information, Customer authorises automatic billing of Fees upon expiration of the free trial period unless Customer cancels the trial before the end date. Foresight will provide Customer with reasonable prior notice before any Fees are charged at the end of the free trial period. Customer may cancel the free trial at any time through the Service or by contacting Foresight. No charges will be processed during the free trial period.

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17. MISCELLANEOUS

17.1 Amendment. Foresight reserves the right to amend its Terms of Service from time to time upon notice to the Customer (via email, on the Website or the Service) These changes will enter into force fifteen (15) calendar days after written notice from Foresight to the Customer. In the event the Customer does not accept these material changes, the Customer has the right to terminate the Agreement where the subscription will terminate upon the first Renewal Term and such new amended Terms of Service will not apply for the then-current subscription term. Where the Customer has not notified Foresight of such termination within the aforementioned fifteen (15) calendar days period, Customer irrevocably and unconditionally accepts such changes and will no longer be entitled to terminate the Agreement.

17.2 Severability. If any provision of the Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, such provision(s) will be construed to reflect, as nearly as possible, the intent of the invalid or unenforceable provision(s), while all other provisions will remain in full force and effect.

17.3 No agency. No joint venture, partnership, employment, or agency relationship exists between the Customer and Foresight based on the Agreement or use of the Service.

17.4 No waiver. A Party's failure to enforce any right or provision in the Agreement will not constitute a waiver of that right or provision unless acknowledged by that Party in a written agreement.

17.5 Force majeure. In the event that performance of the Agreement by either Party is prevented, hindered, delayed or otherwise impracticable due to flood, riot, fire, judicial or governmental action, labour disputes, natural disasters, epidemics/pandemics (and judicial or governmental action related thereto), cyberattacks or other causes beyond the control of the Party, such Party will be excused to the extent that performance is prevented, hindered or delayed by such causes.

17.6 Assignment. The Agreement may not be assigned by Customer without Foresight's prior written consent but may be assigned by Foresight to (i) a parent or subsidiary company, or any entity under common control with Foresight; (ii) an acquirer of all or substantially all of Foresight's assets involved in the operations relevant to this Agreement, or (iii) a successor by merger. Any purported transfer made in violation of this section will be null and void.

17.7 Notice. Any notice given under the Agreement must be in writing and delivered by email to the following addresses (or alternative addresses as provided in writing by each Party): info@foresightiq.ai (to Foresight) and the primary billing address (to Customer). All notices will be deemed to have been received the second business day following the email transmission.

17.8 Entire Agreement. The Agreement, together with any applicable attachment(s), constitutes the entire agreement between the Customer and Foresight and supersedes all prior or contemporaneous, written or oral, negotiations, discussions or agreements between the Parties with respect to the subject matter of the Agreement. An amendment or modification to the Agreement is only binding if it is in writing and signed by the authorized representatives of the Parties.