Terms of Service

Effective Date: 26 May 2026

1. Introduction

These Terms of Service ("Terms") govern access to and use of the DeepMonitor Data Explorer platform and related services (collectively, the "Service") provided by NeuroMedia Software SA ("NeuroMedia", "we", "us", or "our"), a company incorporated under Belgian law with its registered office at Rue de l'Avouerie 7, 4000 Liège, Belgium.

By accessing, registering for, purchasing, or using the Service, the Client agrees to be bound by these Terms.

If you are accepting these Terms on behalf of an organisation, you represent and warrant that you have authority to bind that organisation.

These Terms apply exclusively to business and professional users. The Service is not intended for consumers or individuals acting outside the scope of a trade, business, or profession.

2. Definitions

For purposes of these Terms:

• "Authorised User" means an employee, contractor, or agent authorised by the Client to use the Service.
• "Client" means the organisation subscribing to or using the Service.
• "Client Data" means data, content, media, metadata, identifiers, or materials submitted to or processed through the Service by or on behalf of the Client.
• "Confidential Information" means non-public business, commercial, technical, operational, financial, or security-related information disclosed by one party to the other.
• "Deliverables" means reports, exports, analytics, or outputs generated through the Service.
• "Documentation" means user guides, technical documentation, and platform materials made available by NeuroMedia.
• "Order Form" means a commercial order, proposal, subscription agreement, quotation, or purchasing document accepted by the Client.
• "Personal Data" has the meaning given to it under applicable data protection law, including Regulation (EU) 2016/679 (GDPR), Article 4(1), and includes any information relating to an identified or identifiable natural person processed in connection with the Service.
• "Processing" and "process" have the meanings given under applicable data protection law, including GDPR Article 4(2).
• "Publicly Available Media Content" means publicly accessible media, advertising, editorial, broadcast, or online content lawfully available without circumvention of technical access controls.
• "Security Incident" means any confirmed or reasonably suspected unauthorised access to, disclosure of, loss of, or destruction of Client Data or Personal Data held by NeuroMedia in connection with the Service.
• "Service" means the DeepMonitor Data Explorer platform and associated services, APIs, analytics systems, websites, software applications, AI-assisted systems, and related services operated by NeuroMedia.
• "Subscription Term" means the duration of access specified in the applicable Order Form.

3. Licence Grant and Access Rights

Subject to these Terms, the applicable Order Form, and payment of all applicable fees, NeuroMedia grants the Client a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Service and Documentation solely for the Client's internal business purposes.

The Client may permit Authorised Users to access and use the Service solely on the Client's behalf and remains responsible for all use by Authorised Users.

Except as expressly permitted under these Terms, the Client shall not:

• resell, sublicense, lease, distribute, or commercially exploit the Service;
• make the Service available to unauthorised third parties;
• use the Service to provide outsourced services to third parties without written authorisation; or
• exceed authorised usage limits, seat counts, API limits, or subscription restrictions.

NeuroMedia may reasonably verify the Client's compliance with authorised usage limits and subscription restrictions, provided such verification does not unreasonably interfere with the Client's operations.

4. Eligibility and Account Access

The Service may only be used by organisations and authorised business users.

The Client is responsible for:

• maintaining the confidentiality of account credentials;
• ensuring Authorised Users comply with these Terms;
• promptly notifying NeuroMedia of unauthorised access or suspected security incidents; and
• ensuring account access is not shared improperly.

The Client remains responsible for all activity occurring under its accounts.

NeuroMedia reserves the right to suspend or restrict access where reasonably necessary to:

• protect platform security or integrity;
• prevent unlawful activity;
• comply with legal obligations; or
• enforce these Terms.

5. Acceptable Use

The Client and its Authorised Users must not:

• use the Service in violation of applicable laws or regulations;
• upload unlawful, infringing, harmful, malicious, or deceptive content;
• attempt to gain unauthorised access to systems or infrastructure;
• reverse engineer, decompile, or attempt to derive source code, models, algorithms, prompts, embeddings, or underlying systems;
• interfere with platform security or operational integrity;
• use the Service to build, benchmark, replicate, or develop a competing product or service;
• use automated scraping, extraction, or harvesting methods except where expressly authorised;
• use outputs or Deliverables to train competing machine learning or AI systems;
• perform model extraction, prompt extraction, dataset generation, or adversarial testing intended to replicate Service functionality;
• remove proprietary notices or branding;
• use the Service for discriminatory, unlawful, abusive, deceptive, or harmful purposes;
• use the Service in connection with unlawful surveillance, prohibited profiling, disinformation activities, or violations of fundamental rights; or
• use AI-generated outputs as the sole basis for high-risk legal, financial, employment, healthcare, insurance, credit, or similarly significant decisions affecting individuals.

For the avoidance of doubt, the prohibition on benchmarking in this Section applies to activities intended to replicate, reverse engineer, or develop competing functionality. It does not prohibit the Client from conducting internal performance evaluations of the Service for its own procurement or operational assessment purposes, provided such evaluations are not disclosed to third parties developing competing products.

The Client shall comply with all applicable export control laws, sanctions regulations, and trade restrictions applicable in relevant jurisdictions, including the European Union, United Kingdom, and United States.

NeuroMedia may investigate suspected misuse and may suspend or terminate access where reasonably necessary.

6. Subscription Terms and Billing

Access to the Service is provided on a subscription basis pursuant to an applicable Order Form.

Unless otherwise stated in the applicable Order Form:

• subscriptions renew automatically for successive renewal periods equal to the initial Subscription Term;
• NeuroMedia will provide the Client with at least thirty (30) days' written notice prior to the commencement of any automatic renewal, informing the Client of the upcoming renewal date and any changes to applicable fees;
• fees are invoiced in advance;
• fees are non-refundable except where expressly stated otherwise;
• invoices are payable within thirty (30) days from invoice date;
• late payments may accrue interest and recovery costs in accordance with applicable Belgian law.

NeuroMedia may suspend access for materially overdue undisputed invoices following reasonable prior notice.

NeuroMedia may update pricing with effect from the next renewal term, provided the Client receives written notice of the updated pricing at least thirty (30) days before the renewal date. If the Client does not wish to accept the updated pricing, it may elect not to renew by providing written notice of non-renewal before the renewal date.

Taxes, duties, and governmental charges are the responsibility of the Client unless otherwise required by law.

7. Free Trials and Proof-of-Concept Access

NeuroMedia may, at its discretion, provide the Client with access to the Service on a free trial or proof-of-concept basis for an agreed evaluation period ("Trial Period") as specified in the applicable Order Form or trial confirmation.

During a Trial Period:

• access is provided at no charge unless otherwise agreed in writing;
• the Service is provided "as is" without warranties, SLA commitments, or support obligations unless expressly agreed;
• NeuroMedia may suspend or terminate trial access at any time for any reason without liability; and
• the Client's use of the Service during the Trial Period remains subject to all other provisions of these Terms, including Sections 3, 5, 11, 12, and 14.

Unless the parties execute a paid Order Form prior to the expiry of the Trial Period, access will automatically terminate at the end of the Trial Period and NeuroMedia will have no obligation to migrate, preserve, or return any data submitted during the trial.

8. Service Availability and Support

NeuroMedia will use commercially reasonable efforts to maintain Service availability and operational reliability. NeuroMedia targets monthly uptime of 99.5% for the core Service platform, measured across a rolling calendar month and excluding planned maintenance windows, emergency maintenance, third-party provider failures, and force majeure events. This target is provided as an operational goal; a binding uptime commitment with associated remedies applies only where expressly incorporated into a separate Service Level Agreement ("SLA") in the applicable Order Form.

Planned maintenance, emergency maintenance, third-party failures, force majeure events, internet disruptions, cyberattacks, and factors outside NeuroMedia's reasonable control may affect availability.

Support services are provided according to the applicable support tier or Order Form.

Unless expressly agreed otherwise in writing:

• uptime targets are goals rather than guarantees; and
• support response times are operational targets and not legally binding commitments.

Any separate Service Level Agreement ("SLA") applies only where expressly incorporated into an Order Form.

9. API Access

Where the Service includes or permits access to NeuroMedia application programming interfaces ("APIs"), the following additional terms apply:

• API access is subject to usage limits, rate limits, and quota restrictions as specified in the applicable Order Form or Documentation;
• the Client shall not use API access in a manner that degrades platform performance or circumvents usage controls;
• NeuroMedia may modify, version, or deprecate API endpoints from time to time, and will use commercially reasonable efforts to provide at least sixty (60) days' prior notice of material breaking changes to production API endpoints, except where changes are required for security, legal compliance, or emergency operational reasons;
• NeuroMedia does not guarantee perpetual availability of any specific API version; and
• use of the API is subject to the same acceptable use restrictions set out in Section 5.

10. AI-Assisted Features and Outputs

The Service may use machine learning, statistical analysis, natural language processing, automated classification, automated inference, and AI-assisted technologies to generate analytics, summaries, classifications, recommendations, and related outputs.

AI-generated outputs:

• may contain inaccuracies, incomplete information, probabilistic inferences, hallucinations, or false positives;
• are intended to support human review and operational workflows;
• do not constitute legal, financial, regulatory, medical, employment, or professional advice; and
• should not be relied upon as the sole basis for materially significant decisions.
• The Client remains solely responsible for:
• evaluating outputs;
• applying appropriate human oversight;
• validating conclusions;
• assessing suitability for intended use; and
• ensuring compliance with applicable laws and professional obligations.

Unless expressly agreed otherwise in writing, the Service is not intended to constitute a "high-risk AI system" within the meaning of applicable European Union AI legislation.

The Client remains responsible for determining whether its particular use of the Service is subject to sector-specific regulatory obligations, risk classification requirements, transparency obligations, or human oversight requirements.

Unless expressly agreed in writing, NeuroMedia does not use Client Data to train shared external foundation models or customer-external AI systems.

11. Third-Party Services and Dependencies

The Service may incorporate, interoperate with, or depend upon third-party services, infrastructure providers, hosting providers, AI models, APIs, telecommunications providers, software libraries, or cloud infrastructure.

NeuroMedia is not responsible for failures, interruptions, delays, inaccuracies, or security events attributable to third-party providers outside NeuroMedia's reasonable control.

Third-party services may be subject to separate terms and conditions imposed by the relevant providers.

12. Beta and Experimental Features

NeuroMedia may make preview, beta, experimental, pilot, or early-access features available from time to time.

Such features:

• may contain errors or incomplete functionality;
• may be modified or discontinued at any time;
• may not be supported;
• may not meet the same security, availability, or performance standards as production services; and
• are provided "as is" without warranties, indemnities, service commitments, or support obligations.

The Client uses beta or experimental features at its own risk.

13. Data Protection and Privacy

NeuroMedia processes Personal Data in accordance with:

• applicable GDPR requirements;
• Belgian data protection law; and
• the NeuroMedia Privacy Policy.

Where NeuroMedia processes Personal Data on behalf of a Client, such processing is governed by a separate Data Processing Agreement ("DPA").

The Client remains responsible for:

• ensuring a lawful basis for Client Data processing;
• providing required notices to individuals;
• obtaining necessary rights, permissions, and authorisations; and
• ensuring lawful use of the Service.

NeuroMedia maintains administrative, technical, and organisational safeguards designed to protect the confidentiality, integrity, and availability of Client Data.

NeuroMedia maintains a list of subprocessors engaged to process Personal Data in connection with the Service ("Subprocessor List"). The current Subprocessor List is available upon written request to legal@neuromedia.io or through applicable contractual documentation. NeuroMedia will provide reasonable advance notice of material changes to its subprocessor arrangements through the Service, by email, or via the Subprocessor List. Where a DPA is in place, the subprocessor objection process set out in that DPA shall apply.

Additional information regarding data processing is available in the Privacy Policy and DPA.

14. Security Incidents

In the event of a confirmed Security Incident affecting Client Data or Personal Data processed on behalf of the Client, NeuroMedia will:

• notify the Client without undue delay and, where acting as a Data Processor, in any event within seventy-two (72) hours of becoming aware of the Security Incident, to the extent such notification is practicable and in accordance with the applicable DPA;
• provide available information regarding the nature of the Security Incident, the categories and approximate volume of data affected, the likely consequences, and the measures taken or proposed to address the incident; and
• cooperate reasonably with the Client's reasonable requests for additional information necessary to enable the Client to fulfil its own notification obligations under applicable data protection law.

Where full details are not available within the initial notification period, NeuroMedia will provide information in phases as it becomes available.

The Client is responsible for maintaining accurate and current contact details with NeuroMedia for the purposes of security incident notification.

15. Audit Rights and Security Assurance

NeuroMedia will, upon reasonable written request and no more than once per twelve (12) month period, provide the Client with:

• copies of its then-current third-party security certifications or audit reports, including SOC 2 Type II reports or ISO 27001 certification, subject to any applicable confidentiality restrictions; and
• a written summary of its security policies and controls relevant to the protection of Client Data.

Where the Client has a legitimate regulatory or contractual requirement that cannot reasonably be satisfied by the above, the parties may agree in writing to additional audit arrangements, subject to reasonable advance notice, scope agreement, appropriate confidentiality obligations, and reimbursement of NeuroMedia's reasonable costs.

NeuroMedia reserves the right to decline audit requests that would, in its reasonable opinion, compromise the security, confidentiality, or integrity of its systems or the data of other clients.

16. Intellectual Property

NeuroMedia and its licensors retain all rights, title, and interest in and to:

• the Service;
• software;
• algorithms;
• AI models;
• interfaces;
• Documentation;
• analytical methodologies; and
• all related intellectual property rights.

The Client retains ownership of Client Data.

The Client grants NeuroMedia a limited licence to process Client Data solely to:

• provide the Service;
• maintain platform functionality;
• ensure security and reliability;
• comply with legal obligations; and
• fulfil contractual obligations.

Except as expressly stated in these Terms, no ownership rights are transferred.

NeuroMedia does not claim ownership over Publicly Available Media Content processed through the Service and does not represent that such content is free from intellectual property rights, database rights, publicity rights, or other legal restrictions.

The Client remains responsible for ensuring lawful downstream use of Deliverables, outputs, and publicly available content.

17. Feedback

If the Client or its Authorised Users provide suggestions, comments, feedback, enhancement requests, or recommendations relating to the Service ("Feedback"), NeuroMedia may use, incorporate, and act upon such Feedback solely for the purposes of improving, developing, and maintaining the Service, without restriction or obligation to compensate the Client. NeuroMedia shall not publicly attribute Feedback to the Client without prior consent.

18. Publicity and Client References

NeuroMedia may identify the Client by name and logo as a customer of the Service on its website, in marketing materials, and in investor communications, unless the Client has provided written notice to legal@neuromedia.io requesting that it not be identified in this way.

NeuroMedia will not publish detailed case studies, testimonials, or press releases referencing the Client's specific use of the Service without the Client's prior written consent.

The Client may, at its discretion, identify NeuroMedia as a technology partner or service provider in its own external communications.

19. Confidentiality

Each party agrees to protect the other party's Confidential Information using reasonable care and to use such information solely for purposes related to the Service and business relationship.

Confidential Information does not include information that:

• is publicly available without breach;
• was lawfully known prior to disclosure;
• is independently developed; or
• is lawfully obtained from a third party.

A receiving party may disclose Confidential Information where required by law, regulation, court order, or governmental authority, provided reasonable notice is given where legally permitted.

Confidentiality obligations survive termination of the relationship for five (5) years, except for trade secrets, which remain protected for as long as legally recognised.

20. Warranties Disclaimer

Except as expressly stated in these Terms or an applicable Order Form, the Service is provided on an "as available" and "as is" basis.

To the maximum extent permitted by applicable law, NeuroMedia disclaims all implied warranties, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and accuracy.

NeuroMedia does not warrant that:

• the Service will be uninterrupted or error-free;
• all defects will be corrected;
• the Service will always be secure; or

AI-assisted outputs will be complete, accurate, or suitable for any particular purpose.

21. Intellectual Property Indemnity

NeuroMedia will defend the Client against third-party claims alleging that the Service, when used in accordance with these Terms, directly infringes a third party's intellectual property rights, and NeuroMedia will indemnify the Client against damages finally awarded by a court or agreed in settlement by NeuroMedia.

This obligation applies only if the Client:

• promptly notifies NeuroMedia of the claim;
• grants NeuroMedia sole control of the defence and settlement; and
• reasonably cooperates in the defence.
• NeuroMedia shall have no liability for claims arising from:
• Client Data;
• modifications not made by NeuroMedia;
• combination with third-party products or services;
• use outside the Documentation or authorised scope; or
• continued use after notice of alleged infringement.
• If the Service becomes subject to an infringement claim, NeuroMedia may:
• modify the Service;
• obtain rights for continued use; or
• terminate affected services and provide a prorated refund for prepaid unused fees.

This Section states NeuroMedia's sole liability and the Client's exclusive remedy regarding intellectual property infringement claims.

22. Limitation of Liability

To the maximum extent permitted by applicable law, neither party shall be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, revenue, business opportunities, goodwill, or data.

NeuroMedia's total aggregate liability arising out of or relating to the Service or these Terms, across all claims combined, shall not exceed the total fees paid by the Client to NeuroMedia during the twelve (12) months preceding the first event giving rise to the claim.

The limitations in this Section shall not apply to:

• the Client's payment obligations;
• either party's confidentiality obligations;
• infringement or misappropriation of intellectual property rights;
• indemnification obligations;
• fraud, gross negligence, or wilful misconduct; or
• liability which cannot lawfully be excluded or limited.

23. Indemnification

The Client agrees to defend, indemnify, and hold harmless NeuroMedia and its affiliates, directors, employees, contractors, and agents from and against claims, liabilities, damages, costs, and expenses arising from:

• Client Data;
• the Client's misuse of the Service;
• violations of applicable law;
• infringement of third-party rights; or
• breaches of these Terms.

NeuroMedia reserves the right to assume exclusive defence and control of any matter subject to indemnification.

24. Suspension and Termination

NeuroMedia may suspend or terminate access to the Service where:

• the Client materially breaches these Terms;
• payment obligations remain overdue;
• continued access creates security or legal risk; or
• suspension is required by law or regulatory obligation.

The Client may terminate the Service in accordance with the applicable Order Form. Unless otherwise specified in an Order Form, the Client's cancellation notice period shall not exceed sixty (60) days prior to the end of the then-current Subscription Term.

Upon termination:

• access rights immediately cease;
• the Client must stop using the Service; and
• the Client may request an export of its Client Data within thirty (30) days following the effective date of termination. Following that period, NeuroMedia will retain Client Data for up to twelve (12) months after the termination date, after which it will be securely deleted or anonymised, except where retention is required for legal, regulatory, security, fraud prevention, backup integrity, or compliance purposes.
• Certain provisions survive termination, including provisions relating to:
• intellectual property;
• confidentiality;
• liability limitations;
• indemnification; and
• dispute resolution.

25. Force Majeure

Neither party shall be liable for delays or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, internet or telecommunications failures, labour disputes, cyberattacks, governmental actions, utility failures, pandemics, civil unrest, war, or failures of suppliers or hosting providers.

26. Governing Law and Dispute Resolution

These Terms are governed by the laws of Belgium.

Before initiating formal legal proceedings, the parties agree to attempt to resolve any dispute arising out of or relating to these Terms or the Service through good-faith negotiation. Either party may initiate this process by providing written notice to the other party describing the nature of the dispute in reasonable detail. The parties shall have thirty (30) days from the date of such notice (or such longer period as mutually agreed in writing) to attempt to resolve the dispute through good-faith discussions between senior representatives of each party.

If the dispute is not resolved within that period, either party may pursue its rights and remedies before the courts of Brussels, Belgium, which shall have exclusive jurisdiction over any such dispute, unless otherwise required by applicable law.

27. Changes to These Terms

NeuroMedia may update these Terms from time to time to reflect:

• legal or regulatory developments;
• operational changes;
• security improvements;
• evolving Service functionality; or
• business requirements.

Where changes are material, NeuroMedia will provide reasonable notice through the Service, by email, or through other appropriate channels.

Continued use of the Service following the effective date of updated Terms constitutes acceptance of the revised Terms.

28. Severability

If any provision of these Terms is found by a court of competent jurisdiction to be invalid, unlawful, or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid, lawful, and enforceable. If such modification is not possible, the provision shall be severed from these Terms. The validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.

29. Waiver

No failure or delay by either party in exercising any right or remedy under these Terms shall constitute a waiver of that right or remedy. A waiver of any breach or default under these Terms shall not be deemed a waiver of any subsequent breach or default.

30. Language

These Terms are drafted in English. In the event that these Terms are translated into any other language, the English language version shall prevail and control in the event of any conflict or inconsistency between the versions.

31. Assignment

Neither party may assign or transfer these Terms without the prior written consent of the other party, except in connection with a merger, acquisition, corporate reorganisation, or transfer of substantially all assets.

Any prohibited assignment is void.

32. Notices

Legal notices under these Terms must be provided in writing by email or recognised courier service.

Notices to NeuroMedia shall be sent to legal@neuromedia.io unless otherwise designated in writing.

Notices are deemed received:

• upon confirmed electronic delivery;
• one (1) business day after email transmission where no delivery failure is received; or
• upon confirmed courier delivery.

33. Entire Agreement and Order of Precedence

These Terms, together with applicable Order Forms, DPAs, SLAs, and incorporated policies, constitute the entire agreement between the parties relating to the Service and supersede prior discussions, proposals, or agreements relating to the same subject matter.

In the event of conflict between documents, the following order of precedence applies unless expressly stated otherwise:

• applicable Order Form;
• applicable DPA;
• applicable SLA;
• these Terms; and
• incorporated policies or Documentation.

34. Contact Information

NeuroMedia Software SA, Rue de l'Avouerie 7, 4000 Liège, Belgium

Phone: +32 2 315 84 65

Legal enquiries: legal@neuromedia.io Privacy enquiries: support@neuromedia.io

Website: neuromedia.io

Terms of Service

Last updated: January 2025

1. Introduction

These Terms of Service ("Terms") set out the general conditions governing access to and use of the DeepMonitor® Data Explorer platform ("Service"), operated by NeuroMedia Software SA, a company incorporated under Belgian law, with its registered office at 4000 Liège, Quai Sur-Meuse 19, Belgium, registered with the Crossroads Bank for Enterprises under number 0559.797.886 (hereinafter "the Service Provider").

By accessing or using the Service, you acknowledge that you have read, understood, and agreed to be bound by these Terms and any applicable specific conditions defined in your individual license agreement. If you do not agree, you must not access or use the Service.

2. Definitions

• "DeepMonitor®": software platform developed and operated by the Service Provider for the collection, processing, and analysis of media content and data, including advertising monitoring.
• "Advertising Monitoring Data": structured data relating to the broadcasting or publication of advertising messages, including but not limited to broadcast dates and times, media, channels, durations, advertisers, products, advertising creations, or any other associated metadata.
• "Data": collectively refers to the Advertising Monitoring Data made available to the Customer under an agreement.
• "Customer": any individual or entity that has entered into a license agreement with the Service Provider and accesses the Service.
• "Services": the provision, access, delivery, or availability of the Data, in accordance with the terms and conditions set forth in the applicable agreement.
• "Personal Data": has the meaning given in the General Data Protection Regulation (EU) 2016/679 ("GDPR").

3. Purpose and Scope

The Service Provider grants the Customer a non-exclusive, personal, and non-transferable license to use the Advertising Monitoring Data made available via the DeepMonitor® platform. The license is granted on a limited basis, for the duration of the applicable agreement, and strictly within the scope of the authorized uses defined herein.

This agreement does not entail any transfer of ownership of the Data, databases, collection methods, processing methods, algorithms, models, platforms, or know-how of the Service Provider.

4. License Terms

4.1 Non-Transferable Nature

The user license is strictly personal and non-transferable. The Customer shall refrain from:

• Transferring, granting, sublicensing, renting, or lending all or part of the Data or rights arising from this agreement;
• Making the Data accessible to third parties, whether free of charge or for a fee;
• Integrating the Data into a product, service, database, platform, or offer intended for third parties;
• Allowing access to the Data to any separate legal entity, including affiliates, subsidiaries, sister companies, or partners, unless prior written authorization has been obtained from the Service Provider.

Any attempt at unauthorized transfer or disclosure shall be deemed null and void and shall constitute a material breach.

4.2 Authorized Internal Use

The use of the Data is strictly limited to:

• The internal needs of the Customer;
• Use by the Customer's employees, staff, or agents acting within the scope of their duties;
• The purposes expressly provided for in the applicable agreement (analysis, reporting, market research, media planning, performance evaluation, or decision support).

The Customer remains fully responsible for any use of the Data by its collaborators, subcontractors, or service providers acting on its behalf.

4.3 Prohibition on Sublicensing and Resale

Unless the Service Provider has given prior written consent, the Customer expressly agrees not to:

• Sublicense the Data directly or indirectly;
• Resell, redistribute, or make the Data available in any form;
• Use the Data in a manner that results in the reconstruction, even partial, of a database that competes with or can be substituted for DeepMonitor®.

Aggregated results, analyses, indicators, or visualizations produced by the Customer from the Data may only be communicated to third parties if they do not allow the underlying Data to be identified, reconstructed, or extracted.

5. Access to Data

5.1 Means of Access

The Service Provider makes the Data available via:

• Secure web interface: Access via the DeepMonitor® platform, protected by personal identifiers and password, with features for consultation, filtering, visualization, and export within defined limits.
• Web API: Automated integration into the Customer's information systems, subject to secure access keys, technical limitations (quotas, request rates, scope), and compliance with technical documentation.

The Service Provider reserves the right to restrict or limit export features and to modify API parameters, provided this does not substantially affect the Customer's granted rights.

5.2 Access Security

Usernames, passwords, API keys, and any other access credentials are strictly personal and may not be shared, transferred, or made available to third parties. The Customer is responsible for:

• The confidentiality of its access credentials;
• Any use of the Data made via its identifiers or API keys;
• Implementing appropriate security measures within its systems.

Any fraudulent, abusive, or non-compliant use may result in the immediate suspension of access, without prejudice to the Service Provider's other rights.

5.3 Availability

The Service Provider does not guarantee continuous or uninterrupted availability of the interfaces or API, particularly in the event of maintenance, updates, technical incidents, or force majeure. Such events shall not constitute a breach of contract.

6. Authorized Use of Data

6.1 Authorized Transformations

The Customer is authorized to:

• Use the Data within its own tools, software, or information systems;
• Perform technical, statistical, or analytical processing, including aggregation, normalization, calculation of indicators, creation of dashboards, or visualizations.

Under no circumstances may these transformations:

• Alter the meaning, origin, or reliability of the Data;
• Allow the Data to be reconstructed, in whole or in part, in its original form;
• Result in the creation of a database that is independent of or competes with that of the Service Provider.

6.2 Prohibited Uses

Unless prior written authorization has been obtained, the Customer expressly agrees not to:

• Resell, redistribute, license, or make available, directly or indirectly, all or part of the Data;
• Provide the Data to end customers, partners, or third parties;
• Use the Data in connection with a product, service, or offer intended for third parties;
• Publish raw Data or extracts that could be used to reconstruct it;
• Use the Data for purposes of denigration, misinformation, or damage to the Service Provider's reputation;
• Reverse engineer, decompile, or disassemble any part of the Service or its underlying algorithms.

7. Intellectual Property

The Service Provider remains the exclusive owner of all intellectual property rights relating to DeepMonitor®, including all software, methods, processing, models, documentation, user interfaces, designs, and databases created and/or used within the framework of the Service.

The Data, its selection, arrangement, and the structure of the databases are protected by copyright and/or by the sui generis right of the database producer under EU Directive 96/9/EC and Belgian law. Any unauthorized extraction and/or reuse of a substantial part (qualitatively or quantitatively) of the Data or databases is strictly prohibited.

No rights or licenses are granted except as expressly set forth in these Terms or the applicable license agreement.

8. Redistribution

Any redistribution, sublicensing, or provision of the Data to third parties is prohibited without the prior express authorization of the Service Provider, evidenced by the signing of a redistribution license. In the event of any contradiction, the redistribution license shall prevail within the scope defined therein.

9. Liability

9.1 Service Provider's Liability

The Data is provided "as is", given its factual nature, origin, and technical collection and processing methods. The Service Provider does not guarantee completeness, absolute accuracy, or total absence of errors or omissions in the Data.

The Service Provider shall not be held liable for:

• Decisions made by the Customer or third parties based on the Data;
• The use, interpretation, or exploitation of the Data by the Customer or its end customers;
• Economic, commercial, financial, or strategic consequences resulting from the use of the Data;
• Any indirect damage, including loss of revenue, profits, customers, data, opportunities, or reputation.

The Service Provider's total liability, for all causes combined, shall be limited to the total amount actually paid by the Customer during the twelve (12) months preceding the event giving rise to liability.

9.2 Customer's Liability

The Customer is solely responsible for:

• Use of the Data in accordance with the applicable agreement;
• Compliance with laws and regulations applicable to its activities;
• Any use of the Data made via its identifiers, API access, or systems.

The Customer shall indemnify the Service Provider against any claim, action, damage, loss, or conviction resulting from non-compliant use of the Data, unauthorized redistribution, or violation of third-party rights.

10. Confidentiality

All information communicated within the framework of the Service is confidential, including but not limited to: the Data and non-public extracts, access methods, identifiers, API keys, technical parameters, commercial and financial information, and the Service Provider's specifications, methods, processes, and know-how.

Each Party undertakes to:

• Maintain strict confidentiality of all Confidential Information;
• Use it only for the performance of the applicable agreement;
• Disclose it only to employees or service providers with a strict need to know, subject to equivalent confidentiality obligations.

Confidentiality obligations remain in force throughout the term of the agreement and for five (5) years after its expiration or termination. Provisions relating to Data confidentiality survive as long as the Data has not entered the public domain.

11. Serious Breaches

The following constitute serious breaches justifying immediate suspension of access and automatic termination without notice or compensation:

• Any violation of usage rights or license terms;
• Any unauthorized redistribution, sublicensing, or making available of the Data;
• Any attempt to reconstruct, in whole or in part, a competing or substitutable database;
• Any breach of confidentiality or security of access (identifiers, API keys, systems);
• Any non-payment of sums due after formal notice has remained without effect for 30 days;
• Any use of the Data that damages the reputation, legitimate interests, or image of the Service Provider.

12. Term and Termination

12.1 Duration

The applicable license agreement is concluded for an initial term as specified in the Customer's specific conditions (typically twelve months), renewable automatically for successive periods unless terminated by written notice at least ninety (90) days prior to expiry.

12.2 Termination for Breach

Either Party may terminate for material breach not remedied within thirty (30) days of written notification. Serious breaches as defined in Article 11 justify immediate termination without notice.

12.3 Effects of Termination

Upon termination, for any reason:

• All rights of access to the Data are immediately suspended;
• The Customer shall cease all use of the Data;
• Usernames, passwords, and API keys will be deactivated;
• The Customer shall delete or render inaccessible any Data in its possession and provide proof of deletion;
• Confidentiality and intellectual property obligations survive termination.

13. Prices and Payment

Prices are set out in the Customer's specific conditions. Invoicing is quarterly unless otherwise stipulated. Invoices are payable within thirty (30) calendar days. Late payment interest applies in accordance with the Belgian law of August 2, 2002, on combating late payment in commercial transactions. All prices are subject to annual indexation based on the Belgian health index, applied on January 1 of each contract year.

14. Support

• Standard email support is included at no additional cost;
• Assistance with initial configuration of access and services is provided;
• Up to two (2) hours of training per year may be included upon request.

15. Data Protection

The Service Provider processes Personal Data in accordance with the GDPR and the Belgian Data Protection Act of 30 July 2018. For details on how we handle Personal Data, please refer to our Privacy Policy.

16. Governing Law and Jurisdiction

These Terms are governed by Belgian law. Any dispute shall first be subject to an attempt at amicable resolution. In the absence of an amicable agreement, the courts of the judicial district of Liège, Liège division, shall have sole jurisdiction.

For consumers within the EU, this does not affect rights under mandatory consumer protection legislation. The European Commission's Online Dispute Resolution platform is available at https://ec.europa.eu/consumers/odr.

17. Miscellaneous

• Severability: If any provision is found invalid, the remaining provisions continue in effect.
• Entire Agreement: These Terms, together with the applicable license agreement, special conditions, and any Data Processing Agreement, constitute the entire agreement.
• Waiver: Failure to enforce any provision shall not constitute a waiver.
• Assignment: The Customer may not assign its rights without prior written consent of the Service Provider.
• Amendments: The Service Provider reserves the right to modify these Terms with at least thirty (30) days' notice. Continued use after the effective date constitutes acceptance.

18. Contact Information

For questions about these Terms or your specific agreement, please contact us at:

NeuroMedia Software SA
Rue de l'Avouerie 7, 4000 Liège, Belgium
BCE: 0559.797.886
Service Desk