TERMS OF SERVICE

These Terms of Service constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you” or “Users”) and PeakMetrics, Inc. ("PeakMetrics", “we”, “us”, or “our”), concerning your access to and use of our Services, which includes the https://www.peakmetrics.com website (“Website”) and our other Services (as defined below). You agree that by accessing the Services, you have read, understood, and agree to be bound by all of these Terms of Service. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

1. DEFINITIONS

• “Affiliate” shall mean, with respect to a party, any entity, whether incorporated or not, that directly or indirectly controls, is controlled by, or is under common control with such party or its corporate parent, where “control” (or variants of it) shall mean the direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
• “Authorized User” is an employee of Customer authorized to use the Services in accordance with these Terms of Service and who has been supplied a username and password for the Services (collectively, “Authentication Credentials”). Customer shall be fully responsible for each Authorized User’s use of the Services and shall indemnify PeakMetrics from any liability incurred by PeakMetrics as a result of an Authorized User’s breach of these Terms of Service.
• “Authorized User License(s)” shall mean the number of Authorized Users granted access to PeakMetrics Services.
• “Beta Services” shall mean the services (i) provided by PeakMetrics that are not generally available to customers, and (ii) that are clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation or by a description of similar import.
• “Customer” shall mean a business, company, organization or entity that has executed an Order Form.
• “Customer Data” shall mean any information or other data which you and your Authorized Users (if applicable) input into the Services during the course of accessing and using the Services, which includes email addresses, search queries and LLM prompts.
• “Deliverables” shall mean any and all content, deliverables, data, reports, narratives, analyses, text, visualizations, summaries, alerts, or other materials—whether in written, oral, graphical, or digital form—that are generated, produced, or otherwise created by or through the use of the PeakMetrics Services, whether automatically or at the direction of a user. For avoidance of doubt, Deliverables does not include the underlying software, models, algorithms, or data sets used to generate such content. Deliverables shall include Outputs.
• “Documentation” shall mean the online documentation for the PeakMetrics Services, accessible via http://community.PeakMetrics.com or http://developers.peakmetrics.com.
• “Malicious Code” shall mean viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
• “Mentions” shall mean the real-time results displaying Third-Party Content from Third-Party Websites as a result of the Workspaces. The Mentions requested by Users may temporarily reproduce Third-Party Content which is carried out entirely in the context of the implementation of a technological process. All reproductions of Third-Party Content are necessary for implementing said technological process.
• “Order Form” shall mean the ordering document for Customer’s purchases of Services, directly or indirectly from PeakMetrics that are executed hereunder from time to time, including any schedules or addenda thereto. An Order Form will set forth Customer’s product and service entitlements, such as Workspaces, Mentions, or Authorized User Licenses, as applicable.
• “Output” shall mean that portion of the Deliverables which is generated through the application of narrative intelligence technologies, including but not limited to natural language generation, data-driven contextualization, and explanatory text production. Output may consist of, without limitation summaries, reports, analysis, alerts or other narrative content that transforms structured or unstructured data into human-readable or machine-readable stories, commentary, or insights. For the avoidance of doubt, Output excludes (a) the raw data, datasets, or inputs used to generate such narratives and (b) content authored solely by human users without material reliance on narrative intelligence technologies.
• “Services” or “PeakMetrics Services” means the Website and PeakMetrics’s proprietary cloud-based narrative intelligence platform and applications, including artificial intelligence algorithms and tools for data aggregation, analysis, and insight generation, with functionality for monitoring online narratives, real-time threat detection, multilingual intelligence feeds, influence activity assessments, AI-generated reports, and expert support, together with all related updates, modifications, customizations, corrections, and enhancements, as described in the applicable Order Form.
• “Start Date” shall mean the date on which PeakMetrics shall make the PeakMetrics Services available to Customer as set forth in an applicable Order Form.
• “Subscription” shall mean a valid Order Form signed by an authorized representative of Yours and PeakMetrics.
• “Subscription Term” shall mean the subscription period set forth on an applicable Order Form.
• “Third-Party Content(s)” shall mean the third-party content freely accessible in whole or in part from various Third-Party Websites, including but not limited to texts, graphics, news articles, photographs, images, illustrations, video clips, advertising and trademarks, which may be protected by copyright or private rights.
• ”Third-Party Website(s)” shall mean the third-party website created and administered by a third-party and making available the Third-Party Content.
• “Third-Party Providers” shall mean a third-party provider chosen by you whose service or functionality interoperates with the PeakMetrics Services, at your sole discretion, in connection with your use of the PeakMetrics Services.
• “User” means any and all persons that access or use the Peakmetrics website and other Services. References to “access” and/or “use” of the Services includes accessing or browsing the PeakMetrics website or Deliverables, registering for accounts, and using the Services.
• “Workspaces” or “Workspace” shall mean the request(s) entered via the Services by Users including or excluding one or several keyword(s) determined by them to be monitored.

2. PEAKMETRICS SERVICES

3. RESTRICTIONS.

You will not use or make available the Services in a manner that allows any person or entity other than your Authorized Users (if applicable) to access or use the Services or any Third-Party Content provided through the Services or otherwise permit unauthorized access to the Services. You shall not, and shall ensure that your Authorized Users (if applicable) do not:

• (a) allow access to the Services by any persons other than Authorized Users;
• (b) license, sell, resell, lease, transfer, distribute, or otherwise commercially exploit or make the PeakMetrics Services available to any third party
• (c) disassemble, decompile, reverse engineer, or translate any software related to the Services, or otherwise attempt to discover any such software source code, object code, or underlying proprietary information;
• (d) copy any features, functions or graphics of the PeakMetrics Services;
• (e) remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof;
• (f) attempt to gain unauthorized access to the PeakMetrics Services or its related systems or networks;
• (g) transmit in any Services or Third-Party Content, viruses, Trojan horses, worms, time bombs, corrupted files, or other computer programing routines intended to detrimentally interfere with or expropriate any systems, data, personal information, or property of another (and upon discovery of any such transmission, You shall immediately inform PeakMetrics of said transmission at [email protected] and You shall cooperate in good faith to remedy and limit the harm and injury done by said transmission);
• (h) interfere with or disrupt the integrity or performance of the PeakMetrics Services or the data contained therein;
• (i) access the Services or Third-Party Content in order to build a similar or competitive product or service to the Services;
• (j) input any information or use any Deliverables, in a manner that infringes or violates the rights of any third party
• (k) use Third-Party Content to conduct or provide surveillance or gathering intelligence;
• (l) input any information that constitutes “sensitive personal information” under applicable laws, such as bank, credit card or other financial account numbers or login credentials, social security, tax, driver’s license or other government-issued identification numbers, information that relates to a person’s religious or philosophical beliefs, health data, or data concerning anyone’s sex life or sexual orientation;
• (m) use the Services, by itself or in conjunction with other data sources, in any way including without limitation through data brokers or any other advertising or monetization services, to target individuals;
• (n) use the Services to establish an individual’s eligibility for credit, employment, healthcare, insurance , criminal justice or governmental assistance.
• (o) use the Services in any way that violates any applicable laws or restrictions and/or policies imposed by third party sources

4. FEES & PAYMENT

4.1 PeakMetrics Services Fees.

If you executed an Order Form, you shall pay all fees specified in all Order Forms hereunder. Except as otherwise specified herein or in an Order Form, fees are based on the PeakMetrics Services Subscription(s) purchased and not actual usage.

4.2 Invoicing and Payment.

Except as otherwise provided, all fees are quoted and payable in United States dollars. Fees for Services will be invoiced electronically (i) in advance for the PeakMetrics Services, and (ii) monthly in arrears for excess usage, if applicable, and in both cases, in accordance with the applicable Order Form. You are responsible for maintaining complete and accurate billing and contact information within the PeakMetrics Services.

4.3 Overdue Payments.

PeakMetrics may impose late fees and you agree to pay, equal to 1.5% per month of such overdue amounts, or the maximum amount allowed by law, whichever is greater. If your account is 30 days or more overdue, PeakMetrics may, in addition to any of its other rights or remedies, upon written notice, suspend your access to the PeakMetrics Services without liability, until such amounts are paid in full. If such failure to pay has not been cured within 60 days of the due date, then upon written notice, PeakMetrics may terminate this Agreement and any or all outstanding Order Forms in accordance with the Termination for Cause section below.

4.4 Taxes.

Unless otherwise stated, PeakMetrics’s fees do not include any direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use, sales or withholding taxes collected by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with its purchases hereunder, excluding taxes based on PeakMetrics’s net income or property. If PeakMetrics has the legal obligation to pay or collect Taxes for which You are responsible under this Section, the appropriate amount shall be invoiced to and paid by Customer, unless you provide PeakMetrics with a valid tax exemption certificate authorized by the appropriate taxing authority.

5. SUBSCRIPTION, CANCELLATION AND REFUND POLICY

5.1 Subscriptions to the PeakMetrics Services commence on the Start Date and continue for the Subscription Term specified in the applicable Order Form.

Unless otherwise set forth in an Order Form, Subscriptions shall automatically renew for additional periods of one year, unless either party gives the other notice of non-renewal at least 30 days prior to the end of the relevant Subscription Term. PeakMetrics reserves the right to increase the fees on renewal by giving You at least seven (7) and no more than thirty (30) days’ notice of such price increase.

5.2 You can cancel your Subscription at any time before the end of the current paid term by emailing your customer service representative or [email protected].

Your cancellation will take effect immediately, but you will continue to have access to PeakMetrics’ Services for the remainder of the current paid term. You will not receive a refund, prorated or otherwise, for the remainder of the annual term, except if you cancel your Subscription pursuant to Section 12.2 Termination for Cause.

6. PROPRIETARY RIGHTS

6.1 Reservation of Rights.

Subject to the limited rights expressly granted hereunder, PeakMetrics reserves all rights, title and interest in and to the PeakMetrics Services, including all related intellectual property rights therein and to any improvements, enhancements or updates thereto. No rights are granted to either party hereunder other than as expressly set forth herein. As between PeakMetrics and Customer, Customer exclusively owns all rights, title and interest in and to all Customer Data.

6.2 Feedback.

If you elect to provide any suggestions, comments, improvements, ideas or other feedback relating to the PeakMetrics Services to PeakMetrics (collectively, “Feedback”), you acknowledge and agrees that PeakMetrics may incorporate into the PeakMetrics Services any such Feedback without any obligation, payment, or restriction based on intellectual property rights or otherwise, excluding any User Confidential Information contained in the Feedback.

6.3 Marketing Rights.

Customer hereby grants PeakMetrics a non-exclusive, worldwide, royalty-free right and license to use Customer’s name, logo, trademarks, and other brand identifiers (“Customer Marks”), as well as non-confidential information regarding Customer’s use of the Services, for the limited purpose of marketing and promotional activities. Such activities may include, without limitation, inclusion in case studies, sales presentations, marketing collateral, websites, press releases, or events.

PeakMetrics shall obtain Customer ‘s prior written approval (email being sufficient) before the first use of Customer Marks in any new category of marketing activity (e.g., the first case study, the first press release, the first event presentation). Customer agrees not to unreasonably withhold, condition, or delay such approval, and any request for approval shall be deemed granted if Customer does not object in writing within five (5) business days after receipt. Once approved, PeakMetrics may make subsequent uses within that category without seeking further approval, provided all uses remain consistent with Customer’s reasonable brand guidelines (if provided) and are intended to favorably promote PeakMetrics and its Services.

The rights granted under this Section, and PeakMetrics’s ability to continue using Customer Marks in any approved materials (including case studies, press releases, and other collateral), shall survive termination or expiration of this Agreement.

7. CONFIDENTIALITY

7.1 Definition of Confidential Information.

As used herein, “Confidential Information” means all confidential and proprietary information of a party, or any of its Affiliates (“Disclosing Party”), disclosed to the other party, or any of its Affiliates, (“Receiving Party”) that is marked or designated as “Confidential” and/or “Proprietary”, or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including, without limitation, all information and data relating to the provision of the Services, a party’s business and marketing plans, technology and technical information, product designs, and business processes. The PeakMetrics Services, pricing and other terms reflected in all Order Forms hereunder are the Confidential Information of PeakMetrics, and the Customer Data is Confidential Information of Customer. Notwithstanding the foregoing, each party may disclose the existence and terms of this Agreement, in confidence, to a potential purchaser of or successor to any portion of such party’s business resulting from the reorganization, spin-off, or sale of all or a portion of all of the assets of any business, division, or group of such party. Confidential Information (except for Customer Data) shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or any third party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was independently developed by the Receiving Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.

7.2 Confidentiality.

The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) (i) to not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and agents (“Representatives”) who need such access for purposes consistent with this Agreement and who are subject to written confidentiality obligations with the Receiving Party containing protections no less stringent than those contained herein. Receiving Party shall be liable for any breach of this Section 7 by its Representatives. Other than as otherwise provided herein, neither party shall disclose the terms of this Agreement or any Order Form to any third party other than its Representatives without the other party’s prior written consent.

7.3 Compelled Disclosure.

If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

7.4 Remedies.

If the Receiving Party discloses or uses (or threatens to disclose or use) or fails to limit access to any Confidential Information of the Disclosing Party in breach of the confidentiality obligations set forth herein, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.

7.5 Survival.

The obligation of Confidentiality set forth in this Section 7 shall survive termination or expiration of this Agreement.

7.6 Privacy and Security.

We care about data privacy and security. By using the Services, you agree to be bound by our Privacy Policy posted on the Services, which is incorporated into these Terms of Services.

8. DISCLAIMER

EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, PEAKMETRICS EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WITH RESPECT TO THE SERVICES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, NON- INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, FREEDOM FROM VIRUSES OR OTHER HARMFUL CODE, UPTIME, UNINTERRUPTED OR ERROR-FREE OPERATION, ACCURACY OR COMPLETENESS, INCLUDING ACCURACY, RELIABILITY , OR AVAILABILITY OF ANY THIRD PARTY CONTENT, LEGAL AND REGULATORY COMPLIANCE, OR FREEDOM FROM BIAS; ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE; OR ANY STATUTORY REMEDY.

NO REPRESENTATION OR STATEMENT WHETHER MADE BY PEAKMETRICS’ EMPLOYEES, AGENTS OR OTHERWISE, SHALL BE DEEMED TO BE A WARRANTY BY PEAKMETTRICS FOR ANY PURPOSE OR TO GIVE RISE TO ANY LIABILITY ON THE PART OF PEAKMETRICS. PEAKMETRICS MAKES NO WARRANTY OF ANY KIND WITH RESPECT TO ANY THIRD-PARTY SOFTWARE USED BY YOU IN CONNECTION WITH THE PEAKMETRICS SERVICES. PEAKMETRICS WILL NOT BE LIABLE IN ANY MANNER FOR ANY RESTRICTED INFORMATION RECEIVED FROM OR ON YOUR BEHALF IN BREACH OF THIS AGREEMENT.

9. AI/ML TOOLS DISCLAIMER; USE OF MACHINE LEARNING FOR NARRATIVE INTELLIGENCE

The PeakMetrics Services utilizes machine learning (ML) and natural language processing (NLP) technologies to analyze online media content for the purpose of narrative intelligence. The goal of this analysis is to identify patterns, themes, sentiment, and narrative structures within media coverage over time.

Important Considerations:

• 9.1 Automated Analysis: The results and insights provided are generated by automated systems and may reflect the limitations, biases, or assumptions inherent in the data sources and ML models used.
• 9.2 No Editorial Judgment: Narrative intelligence Outputs are not equivalent to human editorial judgment or journalistic investigation. They should not be interpreted as definitive conclusions or endorsements of any viewpoint or storyline.
• 9.3 Data Sources: News, social media and other types of content are sourced from publicly available or licensed data sets that may not be up-to-date. The accuracy, completeness, or reliability of third-party content is not guaranteed.
• 9.4 Interpretation and Use: Users are encouraged to critically assess the Outputs and use them in conjunction with other methods of analysis. These tools are intended to assist with understanding complex information environments, not to replace human judgment.
• 9.5 Evolving Technologies: Machine learning models are continually evolving. As such, Outputs may vary over time, and improvements or updates may impact previous analyses.
• 9.6 Prompt Sensitivity and Hallucination Risk: The quality and reliability of results are highly sensitive to the input prompts provided. Poorly constructed, ambiguous, or misleading prompts may cause the system to generate inaccurate or fabricated ("hallucinated") content. Users should craft prompts carefully and verify any critical outputs through additional sources.

By using the PeakMetrics Services, you acknowledge that the insights provided are informational in nature and accept full responsibility for any interpretations, conclusions, or decisions based on the content.

YOU UNDERSTAND THAT ARTIFICIAL INTELLIGENCE IS A NEW AND FAST-CHANGING TEHCNOLOGY. THE TECHNOLOGY MAY BE INCOMPLETE, NOT FULLY OPERATIONAL, OR MAY NOT FUNCTION AS INTENDED. ACCESS TO PEAKMETRICS’ ARTIFICIAL INTELLIGENCE TECHNOLOGY IS NOT GUARANTEED, AND THE ARTIFICIAL INTELLIGENCE TECHNOLOGY ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND. YOU ARE RESPONSIBLE FOR MAKING SURE ITS USE OF PEAKMETRICS’ SERVICES AND ANY OUTPUTS OR REPORTS GENERATED, COMPLIES WITH ALL APPLICABLE LAWS, REGULATIONS AND ANY THIRD-`PARTY POLICIES. PEAKMETRICS IS NOT RESPONSIBLE FOR ANY DEICSIONS OR ACTIONS THE YOU TAKE BASED ON THE OUTPUTS. YOU USE THEM AT ITS OWN RISK.

10. INDEMNIFICATION

10.1 Indemnification by PeakMetrics.

PeakMetrics shall indemnify, defend, and hold harmless Customer from any damages awarded by a court of competent jurisdiction in a final, non-appealable ruling, or from any amounts agreed to by PeakMetrics in settlement, arising from any third-party claims, demands, suits or proceedings (“Claims”) (i) alleging that the PeakMetrics Services (excluding Beta Services) infringe any patent, copyright, trademark, or trade secret right or (ii) of wrongful death, personal injury or destruction of real or tangible personal property which results from the negligence or willful misconduct of PeakMetrics or its agents.

10.2

PeakMetrics shall have no obligation under this Section 10 if and to the extent the Claim arises from: (i) modification of the Services other than by PeakMetrics or other than as contemplated in this Agreement or applicable Order Form; (ii) use of the Services not in accordance with applicable law, rule, regulation or directive; (iii) the combination, operation, or use of the Services with any other product, program, software or service other than those supplied by PeakMetrics where the infringement would not have occurred but for such combination; (iv) Customer Data or any content, information, instructions, or specifications provided by Customer or its Authorized Users; iv) use of the Services by unauthorized users; or (v) use of the Services for purposes other than their intended use or in violation of this Agreement; (vi) Customer’s continued use of the Services after being informed of or provided with modifications that would have avoided the alleged infringement; or (vii) use of the Services after PeakMetrics notifies Customer to discontinue use of the Services because of a Claim. The indemnification obligations set forth in this Section 10 are PeakMetrics’s sole and exclusive obligations (and Customer’s sole and exclusive remedies) with respect to infringement or misappropriation of intellectual property rights of any kind.

10.3 Option to Correct.

If PeakMetrics receives information about an infringement claim related to the PeakMetrics Services, PeakMetrics shall in its discretion and at no cost to Customer (i) modify the PeakMetrics Services so that they no longer infringe, without breaching PeakMetrics’s warranties under “PeakMetrics Warranties” above, (ii) obtain a license for Customer’s continued use of the PeakMetrics Services in accordance with this Agreement, or if (i) and (ii) are not reasonably practicable, then (iii) terminate Customer’s Subscriptions for the PeakMetrics Services upon 30 days’ written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated Subscriptions.

10.4 Indemnification by Users.

You shall indemnify, defend, and hold harmless PeakMetrics from any and all third-party Claims made or brought against PeakMetrics arising from or related to (a) the use of the Services by you or your Authorized Users not due to PeakMetrics’ fault; (b) Customer Data (c) any actions or decision undertaken by you or your Authorized Users (if applicable) based on the Deliverables or your use of PeakMetrics’ Services; (d) any negligence or wilful misconduct by you or your Authorized Users; or (e) any breach or alleged breach by you or your Authorized Users of these Terms of Service. If PeakMetrics is asked by you or a third party—through a subpoena, court order, or request from law enforcement or a regulator—to provide documents or testimony about your use of the PeakMetrics Services, and PeakMetrics is not a party to the proceeding, you will cover PeakMetrics’ reasonable costs and fees for responding, unless those costs are paid by the requesting party or otherwise ordered by the court.

10.5 Procedure.

The party seeking indemnification must: (a) promptly notify the indemnifying party in writing of the applicable Claim for which indemnification is sought; provided, that failure to notify shall not relieve a party of its indemnification obligations unless the indemnifying party has been materially prejudiced thereby; (b) give the indemnifying party sole control of the defense and settlement of the Claim (except that the indemnifying party may not settle a Claim unless it unconditionally releases the indemnified party of all liability); and (c) provide the indemnifying party with all non-monetary assistance, information and authority reasonably required for the defense and settlement of such Claim.

10.6 Exclusive Remedy.

This “Indemnification” section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of third-party claims described in this Section.

11. LIMITATION OF LIABILITY

11.1 Limitation of Liability.

EXCEPT FOR EACH PARTY’S INDEMNIFICATION OBLIGATIONS, CUSTOMER’S PAYMENT OBLIGATIONS AND A BREACH BY YOU OF ANY LICENSE RESTRICTIONS IN THIS AGREEMENT TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO AN ORDER FORM WILL EXCEED THE AMOUNT OF THE FEES FOR THE PEAKMETRICS SERVICES PAID (INCLUDING ANY OUTSTANDING FEES) BY YOU UNDER SUCH ORDER FORM IN THE TWELVE MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY, PROVIDED THAT IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO AN ORDER FORM, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY YOU UNDER SUCH ORDER FORM. THE ABOVE LIMITATIONS WILL NOT LIMIT YOUR PAYMENT OBLIGATIONS HEREUNDER.

11.2 Exclusion of Indirect Damages.

EXCEPT FOR EACH PARTY’S INDEMNIFICATION OBLIGATIONS, CUSTOMER’S PAYMENT OBLIGATIONS AND A BREACH BY YOU OF ANY LICENSE RESTRICTIONS IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR COVER DAMAGES OF ANY KIND OR NATURE HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

11.3 INTENDED PURPOSES ONLY.

PEAKMETRICS SERVICES ARE INTENDED SOLELY FOR THE PURPOSE OF MONITORING, ANALYZING, AND IDENTIFYING NARRATIVES, TRENDS, RISKS, AND OPPORTUNITIES RELEVANT TO YOUR ORDINARY COURSE OF BUSINESS AND YOUR CLIENTS’ ORDINARY COURSES OF BUSINESSES, AND FOR NO OTHER PURPOSES. PEAKMETRICS SHALL NOT BE LIABLE FOR ANY INJURIES, LOSSES, OR DAMAGES RESULTING FROM THE USE OF THE SERVICES FOR ANY OTHER PURPOSES.

12. TERM & TERMINATION

12.1 Term of Agreement.

If you are a non-paying User and not an Authorized User, this Agreement shall remain in full force and effect when you access our Services. Otherwise, this Agreement commences on the Effective Date and continues until all Order Forms entered into hereunder have terminated or expired pursuant to the terms hereof.

12.2 Termination for Cause.

A party may terminate this Agreement for cause: (a) upon 30 days’ written notice of a material breach to the other party if such breach remains uncured at the expiration of such period. Notwithstanding anything to the contrary, PeakMetrics may terminate this Agreement or suspend access to the Services immediately upon written notice if PeakMetrics reasonably believes that your continued use of the Services would violate applicable law(s). PeakMetrics also reserves the right to terminate or suspend the Agreement immediately upon written notice if you breach Section 3 (Restrictions), or Section 6 (Proprietary Rights) of this Agreement. PeakMetrics shall not be liable for any costs, loss or damages resulting from a termination of the Agreement or the suspension of access in accordance with this Section 12.2.

12.3 Effect of Termination.

Upon any termination for cause by Customer, PeakMetrics shall refund Customer any prepaid fees covering the remainder of the Subscription Term after the date of termination. Termination for cause by Customer shall not relieve Customer of the obligation to pay any fees accrued or payable to PeakMetrics prior to the effective date of termination. Upon any termination for cause by PeakMetrics, Customer shall remain obligated to pay all fees owed for the remainder of the Subscription Term.

12.4 Surviving Provisions.

Sections, 1, 3 and 6 through 13 shall survive any termination or expiration of this Agreement.

13. GENERAL PROVISIONS

13.1 Relationship of the Parties.

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

13.2 No Third-Party Beneficiaries.

There are no third-party beneficiaries to this Agreement.

13.3 Beta Services.

PeakMetrics may, from time to time, make Beta Services available for the purposes of testing and obtaining Feedback.

13.3.1 Possibility of Errors.

You acknowledges that by accepting to use the Beta Services, that such Beta Services are:

• i. in a testing phase, remain under development and may contain Beta errors, including technical errors that may interfere with functionality; and
• ii. may not perform as intended or as effectively as other features.

13.3.2 Beta Services Changes.

PeakMetrics may (at its sole discretion) impose limits on, suspend, disable, terminate, remove, replace, change, upgrade, update or roll back any Beta Services (or part of a Beta Services), without notice to You.

13.3.3 As-Is.

IN ADDITION TO ALL THE DISCLAIMERS MADE IN SECTION 8 (DISCLAIMER) ABOVE, WHICH, FOR CLARITY, ARE ALSO APPLICABLE TO BETA SERVICES, ALL BETA SERVICES MADE AVAILABLE TO YOU ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. PEAKMETRICS HAS NO OBLIGATION TO PROVIDE ANY TECHNICAL SUPPORT RELATED TO BETA SERVICES. PEAKMETRICS HAS NO EXPRESS OR IMPLIED OBLIGATION TO YOU TO MAKE ANY BETA SERVICES AVAILABLE TO YOU. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF ANY BETA SERVICES IS DONE ENTIRELY AT YOUR OWN RISK AND TO MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PEAKMETRICS HAS NO LIABILITY TO YOU IN CONNECTION WITH ANY BETA SERVICES.

13.4 Modifications to this Agreement.

PeakMetrics may modify this Agreement from time to time by posting the revised version and updating the “Last Updated” date and, for material changes, give notice to you through our online user interfaces (if you have an account) or by email (if we have your email address on file). Unless a shorter period is specified by PeakMetrics (e.g. due to changes in the law or exigent circumstances), material changes become effective upon thirty (30) days after the date of notice and other changes become effective immediately as of the Last Updated date. By continuing to use the Services after the changes become effective, you agree to be bound by the revised terms provided that such changes do not result in a material reduction of your use of PeakMetrics Services. In some instances, you may be required to click to accept or otherwise agree to the modified Agreement in order to continue using the Services.

13.5 Force Majeure.

No failure or omission by PeakMetrics in the performance of any obligation under this Agreement shall be deemed a breach of this Agreement or create any liability if such failure or omission arises from any cause or causes beyond the reasonable control of PeakMetrics that cannot be overcome through reasonable due diligence, such as (a) weather conditions or other elements of nature or acts of God; (b) acts of war, acts of terrorism, insurrection, riots, civil disorders, or rebellion; (c) quarantines or embargoes; (d) labor strikes; (e) error or disruption to major computer hardware or networks or software failures; or (f) other causes beyond the reasonable control of PeakMetrics (collectively, “Force Majeure Event”).

13.6 Export Control and Sanctions Compliance.

The PeakMetrics Services and derivatives thereof may be subject to export control and sanctions laws of the United States and other applicable government authorities. You will comply with, and ensure that your Authorized Users (if applicable) are in compliance with such laws, including without limitation, the U.S. Export Administration Regulations and U.S. sanctions (the “Export Control and Sanctions Laws”). You will not, directly or indirectly, export, re-export, transship, transfer, divert or otherwise dispose of any PeakMetrics products or related technology, or use or allow use of the Services: (i) to or by any individual, entity, or country prohibited by the Export Control and Sanctions Laws, including, without limitation, the prohibition against exports (A) into, or to a national or resident of, any country subject to U.S. sanctions or similar export restrictions (currently, Cuba, Iran, Syria, North Korea and the region of Crimea), or (B) to or by anyone on the U.S. Treasury Department’s list of Specially Designated Nationals, the U.S. Department of Commerce’s Denied Persons List or Entity List, or other export control lists; or (ii) for any purpose prohibited by the Export Control and Sanctions Laws, including, without limitation, nuclear, chemical or biological weapons proliferation or development of missile technology. It is your sole responsibility to ensure that it and your Authorized Users (if applicable) comply with the Export Control and Sanctions Laws with regard to the use of PeakMetrics Services. Any use of the Services by You or your Authorized Users (if applicable) that, in PeakMetrics’s reasonable judgment, is unlawful may result in immediate suspension of the Services. PeakMetrics will have no liability for any such suspension made in good faith.

13.7 Anti-Corruption.

Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If you learn of any violation of the above restrictions, it will use reasonable efforts to promptly notify PeakMetrics’s Legal Department at [email protected].

13.8 Notices.

All notices under this Agreement shall be in writing and shall be deemed to have been given upon: (a) personal delivery; (b) the second business day after mailing; or (c) except for notices of termination or an indemnifiable claim (“Legal Notices”), the day of sending by email (confirmed transmission). Legal Notices shall be identified as Legal Notices. Notices to PeakMetrics shall be addressed to the attention of its General Counsel. Billing-related notices to Customer shall be addressed to the relevant billing contact designated by Customer. All other notices to Customer will be addressed to the relevant Services system administrator designated by Customer.

13.9 Waiver and Cumulative Remedies.

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

13.10 Severability.

Any provision of this Agreement which is prohibited and unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provisions in any other jurisdiction.

13.11 Assignment.

You may not assign, transfer, delegate or sublicense any of your rights or obligations under this Agreement, including by operation of law or merger or consolidation, without our express prior written consent, which may be granted or withheld in our sole discretion. Any attempted assignment, transfer, delegation or sublicense without the foregoing consent will be null and void. We may assign, transfer, delegate and/or sublicense our rights and obligations under the Agreement, in whole or in part, in its sole discretion, without restriction.
Subject to the foregoing, the Terms will bind and inure to the benefit of the parties, their successors and assigns.

13.12 Arbitration.

Any dispute, claim, or controversy arising out of or relating to this Agreement, including its formation, interpretation, breach, or termination, shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules, and where applicable, its Supplementary Procedures for Consumer-Related Disputes.

• (a) Disputes Under $50,000. For claims with an amount in controversy less than Fifty Thousand Dollars (US $50,000), the arbitration shall be conducted under the AAA Expedited Procedures, and unless the arbitrator determines otherwise, shall be resolved based on written submissions only (i.e., “desk arbitration”) without in-person hearing.
• (b) Disputes Above $50,000. For claims equal to or exceeding Fifty Thousand Dollars (US $50,000), arbitration shall proceed under the standard AAA Commercial Arbitration Rules, with the option for hearings to be conducted remotely or virtually at the arbitrator’s discretion or upon agreement of the parties.
• (c) Location, Jurisdiction, and Governing Law. The arbitration shall take place in Los Angeles County, California, United States, unless the parties mutually agree otherwise. The parties expressly agree that the exclusive jurisdiction and venue for any court proceedings related to enforcement of this arbitration clause. This Agreement shall be governed by the laws of the State of California, without regard to its conflict of laws principles. The United Nations Convention for the International Sale of Goods shall not apply to this Agreement.
• (d) Costs and Fees. The arbitrator shall award costs and reasonable attorneys’ fees to the prevailing party, consistent with AAA rules. The parties agree to equally share the administrative fees of AAA and the arbitrator’s fees, unless the arbitrator allocates fees differently in the award.
• (e) Final and Binding. The arbitrator’s decision shall be final, binding, and enforceable in any court of competent jurisdiction.
• (f) Equitable Relief Carve-Out. Nothing in this clause shall prevent either party from seeking injunctive or equitable relief in a court of competent jurisdiction, for the protection of intellectual property, confidential information, or to prevent irreparable harm.

13.13 Entire Agreement.

This Agreement is the entire agreement between the parties regarding Your use of the Services, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. The parties agree that any term or condition stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms) is void. In the event of any conflict between the terms of this Agreement or Order Form, the Order Form shall govern. The language used in this Agreement shall be deemed to be language chosen by both parties hereto to express their mutual intent, and no rule of strict construction against either party shall apply to rights granted herein or to any term or condition of this Agreement.

Last Updated: October 22, 2025