Terms and conditions

1.1. By creating an account and using the Meaningful platform, the user and the company they represent acknowledge and agree to be bound by these Terms and Conditions.

1.2. The act of clicking "Accept" or otherwise affirming consent will constitute a binding agreement between Meaningful and the user and their company.

3.1. Supplier grants Customer a non-exclusive right to use the Product in connection with Customer's ordinary course of business.

3.3. Each Customer account is limited to a maximum of fifty (50) Authorised Users.

4.1. Supplier may provide optional consulting services to Customer on a pay-as-you-go basis as specified in the Order.

4.2. Consulting services will be charged separately from Product Usage Fees at the rates specified in the Order.

4.3. Payment for consulting services is due immediately upon ordering and is non-refundable.

4.4. Any estimates for consulting services are non-binding unless explicitly stated otherwise in writing.

4.5. Customer acknowledges that availability of consulting services is subject to Supplier's capacity and scheduling.

4.1. Customer must ensure it has made all disclosures and obtained all rights and consents necessary for Supplier to use Customer Data to provide the Product.

4.2. Customer must ensure they have relevant consent or permissions to send Interviews to the end-user.

4.3. Customer is responsible for determining whether the Product meets customer's requirements and any regulatory obligations relating to the Product's intended use.

4.4. The Customer shall comply with all applicable laws, including data privacy and export control.

5.1. If requested, Supplier will procure in-country Interview respondents via its panel partners on behalf of Customer. Panel services will incur additional costs and any unused credits are non-refundable.

5.2. Panel providers are responsible for ensuring compliance with local laws and regulations in relation to the sourcing of Interview respondents.

5.3. Customers shall not take any steps to directly or indirectly identify panel respondents.

6.1. Customers may be granted access to the Product on a free or discounted trial basis (the "Free Trial Period"). During the Free Trial Period:

• use of the Product is subject to this Agreement;
• Supplier may modify or terminate any features of the Service at time without any liability to Customer;
• customer agrees to provide Supplier with feedback relating to the Product.

7.1. No order is final until the Supplier provides its acceptance to the Customer. Once accepted, Orders are final and any fees paid are non-refundable.

7.2. Customer will be charged Usage Fees immediately at the time of purchase based on the rates specified in the Order.

7.3. Any prepaid credits or packages must be used within one (1) year from the date of purchase. Unused credits will expire automatically after this period without any right to refund or compensation.

7.4. For clarity, credits purchased are non-refundable in all circumstances, including but not limited to cases of Customer insolvency, bankruptcy, business cessation, or any other form of business reorganization or termination.

7.5. Supplier reserves the right to change any fees and to institute new charges upon thirty (30) days prior notice to Customer.

7.6. All prices and quotes are exclusive of any taxes which shall be paid by the Customer. Supplier will include any applicable taxes in the final invoice.

7.7. Consulting Services will be charged separately from Product Usage Fees, are due immediately upon ordering, and are non-refundable.

8.1. This agreement commences on the date the Order is accepted by Supplier and continues until terminated in accordance with Section 9.

8.2. Customer's ability to conduct new research using the Product requires having valid, non-expired credits available for use.

8.4. Customer may purchase new credits at any time to conduct additional research.

9.1. Without affecting any other right or remedy available to it, either Party may terminate the Agreement with immediate effect by giving written notice to the other Party if the other Party breaches a material obligation under the Agreement that has not been cured (if curable) within thirty (30) business days of the effective date of such written notice requiring the remedy of such breach or if either Party:

• announces a cessation of its entire business or becomes insolvent;
• elects to dissolve and wind-up its business;
• makes a general assignment for the benefit of creditors; or
• petitions for or appoints (or a third party causes to be appointed for itself) a receiver, custodian or trustee to take possession of all or substantially all of that Party's property.

9.2. Either party may terminate this Agreement at any time by providing thirty (30) days written notice to the other party.

9.4. Termination of the Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.

10.1. The parties agree to comply with Annex 1 (Data Processing Annex) in relation to any data processing activities.

11.1. The Product may include features which are powered by artificial intelligence, including generative artificial intelligence (the "AI Features").

11.2. The outputs generated by the AI Features are considered Customer Data. We do not use any Customer data (inputs or outputs) for any purpose other than to provide the Product. We do not claim any ownership of the outputs and, to the extent permitted by law, we assign you all rights, title and interest in the outputs.

11.4. Certain AI Features (the "Beta AI features") do not make up the core functionality of the Product. We may deactivate Beta AI Features at any time, without any liability to Customer and the Product will be considered to operate substantially as agreed without such features.

12.1. Customer acknowledges and agrees that the Supplier owns all intellectual property rights in the Product.

12.2. Except as expressly stated, this Agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Product.

12.3. Any Customer feedback relating to the Product may be used by Supplier without restriction or obligation.

13.1. The user and their company agree not to use any information, insights, or methodologies obtained through the Meaningful platform to develop, support, or enhance any competing product or service, either directly or indirectly.

14.1. In the event of any breach of these obligations, Meaningful will be entitled to seek all remedies available under law and equity, including injunctive relief, damages, and recovery of legal fees.

14.2. The user and their company acknowledge that unauthorized use, replication, or misappropriation of Meaningful's platform or intellectual property would cause irreparable harm that monetary damages alone may be insufficient to remedy.

15.1. Supplier may subcontract any of its obligations under this Agreement to any third party provided supplier remains liable for the performance of its obligations under this Agreement.

16.1. The Supplier warrants that the Product provided hereunder, and the access and use thereof by the Customer in accordance with the provisions of this Agreement will not infringe, misappropriate, or violate the Intellectual Property Rights of any third party.

17.1. Supplier shall not be liable for any loss of data, lost profits, interruption of business or any other indirect, special, incidental or consequential damages of any kind.

17.2. To the maximum extent permitted by law, Supplier's entire liability in connection with this Agreement shall not exceed the aggregate fees paid by Customer over the twelve (12) months preceding the first event resulting in a claim.

17.4. Nothing in this Agreement shall limit the Customer's liability for any outstanding fees.

18.1. A Party (the "Receiving Party") may receive Confidential Information of the other Party or its Affiliates (the "Disclosing Party") in connection with the Product.

18.2. The Receiving Party shall keep all such Confidential Information confidential and protect it by using the same level of care and discretion that the Receiving Party uses with respect to its own confidential information, which will be in no case less than reasonable care and discretion.

19.1. Supplier has implemented and maintains adequate technical and organisational security measures to protect Customer's data.

20.1. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

20.2. This agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

20.3. Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty that is not set out in the Agreement. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement. To the extent there is any conflict or inconsistency between the Terms and any Order Form, the Order Form shall prevail to the extent of any such conflict or inconsistency. Any additional or different terms or conditions proposed by Customer are hereby expressly excluded.

20.4. Any waiver of any provision of the Agreement must be in writing and will not be deemed a waiver of any other provision. Waiver by a Party of a breach of any provision of the Agreement by the other Party will not operate as a waiver of any other or subsequent breach by such breaching Party

20.5. Supplier may make changes to this Agreement by updating the relevant sections and providing notice to Customer. All changes to the terms of this Agreement become effective when a new Order is made. If Customer objects to the changes, Customer may terminate the Agreement as its sole and exclusive remedy.

20.6. Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way

21.1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the laws of the Republic of Germany.

21.2. Each party irrevocably agrees that the courts of the Republic of Germany shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

Supplier has implemented technical and organisational measures to protect Customer Data, including Customer Personal Data. These measures include: