Cognism Customer Agreement

Version: August 2025

Cognism and Customer agree that the GTC shall govern the provision by Cognism and receipt by Customer of Cognism products and services as set out in the relevant Order. The Order, any applicable special terms or additional terms the parties may agree to when an Order is placed (“Special Terms”) and these GTC together constitute the agreement of the parties (collectively, the “Agreement”). In the event of any conflict between the Order terms and the GTC, the GTC shall prevail unless the Order expressly provides that it is modifying the GTC for the purposes of the Order. Any general terms and conditions which Customer purports to introduce by means of a purchase order or similar system shall not apply. 

General Terms and Conditions (“GTC”)

These GTC apply to all of Customer’s Orders entered into pursuant to this Agreement. Capitalized terms used have their meanings set out under Section 11 (Definitions). 

1. License to use Cognism Services
   
   1. License grant. Subject to the payment of all applicable Subscription Fees and for the applicable Subscription Term, Cognism hereby grants Customer a non-exclusive, non-transferable, non-sub-licensable, revocable license to access Cognism online proprietary platform to use the Services, subject to the terms and conditions of this Agreement. The Services may include information (the “Profile Data”), access to and/or use of software, tool, feature or other technology (the “Cognism Technology”) Customer may use the Services solely for its internal business purposes. Customer is not permitted to sublicense, resell, transfer, offer for sale, disclose, distribute or make available any of the Profile Data or any part of the Services to any third party without Cognism’s prior written consent. 
      
      
   2. Restrictions. Unless expressly permitted under this Agreement or applicable law, Customer shall not: 
      1. reverse engineer, decompile, or disassemble the source code of the Services or any of the Cognism Technology, or attempt to do so;
      2. reproduce, modify, create, or prepare derivative works of any of the Services or related Documentation;
      3. work around technical limitations in a Service or restrictions in the related Documentation;
      4. attempt to gain unauthorized access to the Services, other accounts, computer systems, or networks connected to the Services;
      5. alter, destroy or otherwise remove any proprietary notices or labels from the Services;
      6. disclose the results of any of the Cognism Technology or program benchmark tests to any third parties without Cognism’s prior written consent;
      7. make the Services, including any Profile Data therein, publicly available for bots or other entities to crawl; or
      8. use the Services in any manner that violates applicable laws or regulations,
         
         
      Any breach of this Section 1.2 by Customer or its End Users shall be deemed an irremediable material breach of the Agreement. 
       
   3. End Users. Customer may assign each Subscription License to one individual End User for use or access on any number of devices, including to their Affiliates’ employees or contractors, subject to the number of Subscription Licenses purchased under the relevant Order. Customer may not reassign a Subscription License to another End User, except where End User’s relationship with Customer ends. Each End User will be provided a unique username and password. Such usernames and passwords may not be shared and may not under any circumstances be used by anyone who is not an End User. Customer controls access to and use of the Services by End Users and is solely responsible for ensuring that all End Users comply with the terms of the Agreement.
   4. F
      Fair Usage. Except for Credits purchased by Customer, Services are subject to Fair Usage limitations.
   5. Previews. To the extent Customer uses any Services under a Preview, the Preview Terms available at https://www.cognism.com/customer-terms/preview-terms, as updated in accordance with those terms, apply. Previews are provided “AS-IS”, “WITH ALL FAULTS” and “AS AVAILABLE”. Cognism may change or discontinue Previews at any time without notice.
2. Services
   1. Order. Each Order will set out the applicable Subscription Fees, the Subscription Term, the number of Subscription Licenses and the scope of the Services. Unless otherwise expressly set out in the Order, order forms expire unless accepted prior to their stated expiration date. Expansions of or additional Services may be mutually agreed in a separate Order and will run co-term with the Order they add to.
   2. Affiliates Customer’s Affiliate(s) may purchase Services under these GTC if such Affiliate directly enters into and signs a separate Order with Cognism, and, such Affiliate agrees to be bound by the terms of these GTC as if it were an original Party hereto. Where such Customer Affiliate signs an Order with Cognism, all references to “Customer” in the Agreement shall be deemed to refer to such Customer Affiliate.
   3. Feedback. Feedback by Customer is optional and voluntary. Feedback may be used by Cognism for any purpose without obligation of any kind as long as the Customer’s Confidential Information remains confidential.
   4. Service changes. Cognism has the right to make changes to the Services if such changes do not materially lessen the Services functionality. Cognism may provide additional terms specific to Customer’s use of updates or new features.
   5. Compliance with laws. Customer’s use of the Services must not breach any applicable laws, including, but not limited to, copyright or trademark laws, data protection and privacy laws, export control laws and regulations, including ones specific to its jurisdiction.
   6. Artificial Intelligence. Services may contain certain computational features, including artificial intelligence (“AI”) search, machine learning or similar functionality (“AI Features”), which are trained in Cognism’s local and offline environment for product and research development purposes, to improve and personalise user experiences based on Usage Data and Customer’s metadata, which will be used in de-identified and/or aggregate form. Cognism acknowledges and agrees that Customer Data provided by Customer as part of Cognism’s integration and enrich services is confidential. Cognism is committed to safeguarding Customer Data and respecting its users’ privacy. Customer Data will not be used to train public AI. In the event Customer set up data import, Cognism may ingest Customer Data via integration with a Third Party for data validation purposes unless Customer decides to opt out from that functionality.
3. Data Ownership
   
   1. Intellectual Property and Reservation of rights. Cognism retains all rights, title and interest in and to the Services, including all intellectual property rights. Customer acknowledges and agrees that it does not acquire any ownership rights in the Services by virtue of this Agreement. Cognism reserves all rights not expressly granted in this Agreement, and no rights are granted or implied by waiver or estoppel.
   2. Third-Party Integrations. The Services may allow Customer to connect to or interact with one or several third-party service providers, for example, CRM platforms or email services (“Integration Third Parties”) solely for purposes permitted by the Services (“Integrations”). Customer is solely responsible for maintaining any agreement with any Integration Third-Party including for any credits, allowances, API calls, fees and other costs therein. To the extent Customer and/or End Users use the Services to transmit any Customer Data through the Integrations, Customer hereby instructs and authorizes Cognism to provide and/or receive such Customer Data to or from such Integration Third-Party. Integration Third Parties are not controlled by and are not agents of Cognism and Cognism takes no responsibility for their services, compliance, accuracy, actions or omissions or for their maintenance or treatment of Customer Data. Cognism will not be liable for and expressly disclaims all liability for any claim, damage or loss caused hereunder and is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by an Integration Third-Party.
   3. Usage Data. Cognism strives to continually develop new features and improve the Services and may collect and process information regarding the configuration, performance, security, and Customer’s access to and use of the Services for its internal business purposes, including to develop, improve, support, secure and operate services, evaluating how End Users use the Services and to fulfil legal or regulatory obligations (“Usage Data”). The processing of Usage Data is based on Cognism’s legitimate interest to analyze trends to assess and improve the overall user experience in the Services to the extent necessary for Cognism’s legitimate interest under, and in accordance with applicable law. Usage Data shall be de-identified and/or aggregated and Cognism’s use thereof will not identify the Customer or its customers.
   4. DNC Disclaimer. Cognism verifies on a regular basis a select list of Do Not Call (“DNC”) registries and flags all contact data on such registries in the Services. Customers have the option to toggle visualization of such contact data on/off in their account. Cognism will not be liable for and expressly disclaims all liability for any claim, damage or loss caused hereunder resulting from Customer’s reliance on the accuracy of or access to contact data on any DNC list.
4. Data Protection
   1. Personal Data. Each Party will process the business contact details or additional categories of Personal Data in connection with this Agreement as independent Data Controllers (as that term or similar variants may otherwise by defined under Applicable Data Privacy Laws) and will comply with the terms set out in the Data Sharing Agreement (“DSA”) under Schedule 1 herein. Customer and Cognism will implement appropriate technical and organizational measures to protect Personal Data against any misuse, and each party will comply with data protection law and regulation applicable to their respective business activities, including the processing of Personal Data in the context of using or providing the Services.
   2. DPA. Where Cognism processes Personal Data on behalf of the Customer for account management purposes in connection with Customer’s use of the Services, such processing will be subject to applicable data protection laws and to the Data Processing Agreement in effect from time to time and available at https://www.cognism.com/customer-terms/DPA, unless Customer and Cognism have entered into a separate written agreement governing such processing (in either case, “DPA”). Where Cognism processes Personal Data while performing the Services, Cognism may act as a data processor or data controller depending on the Services provided.
   3. Opt-Out. In furtherance of Cognism’s commitment to upholding the privacy rights of data subjects, Cognism shall make available, via its Compliance API functionality, a list of individuals who have requested to be excluded from Cognism’s database (the “Opt-Out List”). Customer hereby agrees to access and review the Opt-Out List on a regular basis, and in no event less than once every thirty (30) calendar days. Customer agrees that it shall, without undue delay, permanently delete and cease all processing of any business contact data relating to individuals identified on the Opt-Out List, unless Customer has established and can demonstrate some other independent lawful basis for its continued retention and processing of such data, and that such continued retention and processing will be in compliance with Applicable Data Privacy Laws.
      
      
5. Pricing and payment
   
   1. Fees. Customer shall pay the subscription fees set out in the Order (“Subscription Fees”) according to the terms of the applicable Order. Payment obligations are non-cancelable and Subscription Fees are non-refundable, unless this Agreement or an applicable Order is terminated for cause pursuant to Section 10(c), in which case any prepaid, unearned Fees will be refunded. Customer is responsible for providing Cognism with their up-to-date complete and accurate billing and contact information.
   2. Late payment. If Customer fails to pay the Subscription Fees by the due date, Cognism has the right to charge the lower of 1.5% monthly interest on past due amounts or the maximum allowed under applicable law. Cognism also has the right to: (a) subject to a 10-day prior notice: (i) terminate the applicable Order or (ii) turn off access; and (b) take any other action available to it under applicable law. Fees continue to accrue while access is turned off.
   3. Taxes. Customer is solely responsible for all taxes, fees, duties and governmental assessments that are imposed or become due in connection with this Agreement. Unless otherwise specified in the Order, all fees, rates, and estimates exclude such taxes, fees, and governmental assessments.
   4. Purchase Order. If Customer uses a purchase order or similar system (“PO”), it must issue a PO upon execution of the Agreement, any renewal, and any future expansion. Any delay or failure in issuing a PO will not relieve Customer of its payment obligations under the Agreement. THE PARTIES HERETO AGREE TO EXPRESSLY REJECT, EXCLUDE AND WILL NOT BE BOUND BY ANY ADDITIONAL, INCONSISTENT OR CONFLICTING TERMS TO THIS AGREEMENT WHICH MAY APPEAR ON ANY PURCHASE ORDER, INCLUDING CUSTOMER'S PURCHASING TERMS, QUESTIONNAIRES, VENDOR ONBOARDING FORM AND OTHER GENERAL TERMS AND CONDITIONS PRESCRIBED OR FURNISHED BY CUSTOMER.
   5. Renewal Uplift. Cognism reserves the right to increase the Subscription Fees upon any Renewal Term, provided that such increase shall not exceed ten percent (10%).
      
      
6. Warranties
   
   1. Limited warranties and remedies. Cognism warrants that the Services will perform substantially in accordance with the applicable Documentation during Customer’s use. If it does not and Customer notifies Cognism in writing during the Subscription Term, Cognism will at its option (a) return the price Customer paid for the Subscription License; or (b) repair or replace the affected The remedies above are Customer’s sole remedies for breach of the warranties. Customer waives any warranty claims not made during the Subscription Term.
   2. Exclusions. This warranty shall not apply to non-conformities, errors, or problems (a) caused by acts within the control of Customer or any End Users; or (b) arising from: (i) Customer’s negligence or improper use of the Service, (ii) unauthorized modifications made to the Service by or on behalf of Customer, (iii) use of the Services in an unsupported operating environment or manner, or (iv) interoperability issues arising from devices or equipment or browsers used by Customer to access the Service or that arises from Customer’s or any third party’s software or systems (including Integration Third Parties). This warranty does not apply to Previews.
   3. Disclaimer. Except for the limited warranties above and subject to applicable law, Cognism makes no additional warranty, condition, representation, undertaking or guaranty of any kind to Customer, and Cognism specifically disclaims any and all express, implied or statutory warranties, conditions, representations, undertakings and guaranties, including, without limitation any with respect to quality, title, non-infringement, merchantability, or fitness for a particular purpose.
      
      
7. Infringement claims
   
   1. Indemnification process. The parties will defend each other against claims described in this Section 7 and will pay the amount of any resulting adverse final judgment or approved settlement, provided that: (a) the party benefiting from the indemnity (“Indemnified Party”) shall give written notice to the party giving the indemnity (“Indemnifying Party”) of any claims or proceedings immediately following receipt of them, such notice to specify in sufficient details the nature of the claim; (b) the Indemnified Party shall make no admission of liability, agreement, compromise or attempt to settle a claim, and hereby give the Indemnifying Party the sole authority to defend or settle the claims or proceedings at the Indemnifying Party’s cost and expense; and (c) the Indemnified Party shall give the Indemnifying Party all reasonable assistance in connection with the claims or proceedings, at the Indemnifying Party’s cost and expense.
   2. Cognism obligations. Cognism will defend and indemnify Customer against any third-party claim that a Service made available by Cognism (but excluding any Previews) directly infringes a patent, copyright, trademark, or other proprietary right of a third party (“Infringement Claim”). Cognism shall not be liable for any Infringement Claim which is: (a) caused by Customer’s, or any of its End Users’, use of the Services in combination with software not supplied or approved by Cognism; or (b) resulting from modifications of the Services by or on behalf of Customer; or (c) based on use of any version of the Services other than the latest version supplied by Cognism, if such claim could have been avoided by the use of such supplied version; or (d) arises as a result of Customer’s, or any of its End Users’,  use of the Services in breach of this Agreement or any applicable laws. 
   3. Additional remedies. If an Infringement Claim is upheld or is reasonably believed by Customer to be upheld, or if any injunction or restraining order is issued, Cognism may, at its option, either (a) obtain the right for Customer to continue to use the applicable Services; (b) modify or replace the Service with a functional equivalent or (c) in the event that Cognism considers, acting reasonably that neither (a) or (b) are commercially reasonable options, terminate the relevant Order(s) and refund any license fees, including amounts paid in advance for any usage period after the effective termination date of such Order(s).
   4. Customer obligations. Customer will defend and indemnify Cognism and its Affiliates against any third-party claim that: (a) any Customer Data directly infringes a patent, copyright, trademark, or other proprietary right of a third party; or (b) Customer’s use of any Service in violation of any applicable laws or of the terms of this Agreement.
   5. This Section 7 describes the parties’ sole remedies and entire liability for such claims, subject to the limitations set out in Section 8 (Limitation of liability).
      
      
8. Limitation of liability
   1. General limitation. Each party’s maximum aggregate liability to the other in contract, tort, negligence, for breach of statutory duty or otherwise arising out of or in connection with this Agreement is limited to direct damages finally awarded in an amount not to exceed the amounts paid or payable by Customer hereunder during the twelve (12) months prior to the date on which such claim or cause of action arose, except for damages directly arising out of or in connection with Previews, in which case Cognism’s maximum aggregate liability shall not exceed US $100 (one hundred US Dollars).
   2. Exclusions. In no event will either party be liable for indirect, incidental, special, punitive, or consequential damages, or loss of use, loss of profits, or interruption of business; 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 damage.
   3. Exceptions. To the extent permitted under applicable law, neither party shall limit or exclude its liability for: (a) bodily injury and death caused by the negligence of either party; (b) either party’s indemnity obligations given under Section 7 (Infringement Claims); (c) either party’s breach of Section 9 (Confidentiality); or (d) either party’s breach of the other party’s intellectual property rights.
      
      
9. Confidentiality
   1. Confidential Information. Confidential Information does not include information that: 
      1. becomes publicly available without a breach of a confidentiality obligation;
      2. was received lawfully from another source without a confidentiality obligation;
      3. is independently developed without use or reference of the disclosing party’s Confidential Information;
      4. is Personal Data, which are subject to Section 4 (Data Protection); or
      5. is Feedback. 
   2. Protection of Confidential Information. Either party who receives Confidential Information (“Receiving Party”) will take reasonable steps to protect the Confidential Information of the other party (“Disclosing Party”). The Receiving Party will only use the Disclosing Party’s Confidential Information as part of the parties’ business relationship. Neither party will disclose Confidential Information to third parties. The Receiving Party may only share Confidential Information with its Representatives on a need-to-know basis, under non-disclosure obligations at least as protective as the terms of this Section. Each party remains responsible for the use of Confidential Information by its Representatives. A party must promptly notify the other party if it discovers any unauthorized use or disclosure.
   3. Disclosure required by law. Notwithstanding anything to the contrary herein, the Receiving Party may disclose the Disclosing Party’s Confidential Information in order to comply with applicable law and/or an order from a court or other governmental body of competent jurisdiction, and, in connection with compliance with such an order only, if the Receiving Party: (a) to the extent permitted by law, gives the Disclosing Party prior written notice to such disclosure if the time between that order and such disclosure reasonably permits or, if time does not permit, gives the Disclosing Party written notice of such disclosure promptly after complying with that order and (b) fully cooperates with the Disclosing Party, at the Disclosing Party's cost and expense, in seeking a protective order, or confidential treatment, or taking other measures to oppose or limit such disclosure. Each party must not release any more of the other party's Confidential Information than is, in the opinion of its counsel, reasonably necessary to comply with an applicable order.
   4. Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information in breach of this Section 9, 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.
   5. Duration of confidentiality obligation. These confidentiality obligations apply: (a) for Customer Data, until it is deleted from the Services; and (b) for all other Confidential Information, for a period of five years after the Receiving Party receives the Confidential Information.
      
      
10. Term and termination
    
    1. Term. This Agreement will commence on the last signature date of the initial Order entered into between the parties (“Effective Date”) and will continue in full force and effect until (a) terminated by either party pursuant to the termination rights set forth in this Section 10, or (b) the twelve (12) month anniversary of the termination of the last effective Order Form. Except as otherwise specified in an Order, an Order will take effect from the Effective Date, will remain in force for the Subscription Term (“Initial Term”) and shall automatically renew for a period equal to the length of the Initial Term or one year, whichever is longer (each a “Renewal Term”), unless and until either party gives the other written notice of non-renewal at least sixty (60) days prior to the end of the then-current Subscription Term. 
    2. Termination for cause. Without limiting other remedies available to it under applicable law, either party may terminate this Agreement and/or any Order immediately by providing written notice to the other party in the event the other party:
       
       
       1. commits any material breach of its duties and fails to remedy that breach within 30 days of receiving written notice of that breach, unless the breach is incapable of remedy in which case the Agreement or the Order may be terminated by written notice immediately; or
       2. passes a resolution for its winding up, or a court of competent jurisdiction makes an order for its winding up or dissolution, or an administration order is made in relation to the other party, or a receiver is appointed over, or the other party makes an arrangement or composition with its creditors generally or makes an application to a court of competent jurisdiction for protection from its creditors generally, or the other party ceases to trade.
    3. Termination for regulatory reasons. Cognism may modify, discontinue, or terminate a Service in any country or jurisdiction where there is any current or future government regulation, obligation, or other requirement, that (a) is not generally applicable to businesses operating there; (b) presents a hardship for Cognism to continue offering the Service without modification; or (c) causes Cognism to believe these terms or the Service may conflict with any such regulation, obligation, or requirement. If Cognism terminates a subscription for regulatory reasons, Customer will receive, as its sole remedy, a reimbursement for any prepaid, unused Subscription Fees.
    4. Effects of Termination. Any termination of this Agreement and/or Order shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law. The termination of an Order shall not terminate this Agreement, but the termination of this Agreement shall operate to terminate all active Orders. Upon the effective date of termination of the then-current Order, Customer shall cease all use of the Services and all licenses granted under this Agreement shall terminate immediately. Subject to Customer’s continued compliance with applicable law, Customer may only continue to use Data that was legally obtained from Cognism under the Agreement and that was stored on Customer’s systems during the Term, except for Previews in which case, Customer shall delete and destroy all Data obtained as part of the Previews. Customer understands and acknowledges that any use of such Data after the termination of this Agreement will be made at its own risk and responsibility, and that Cognism will not provide any Services with regards to such Data. Customer shall continue to comply with all of its obligations under applicable data privacy and marketing laws and regulations when using such Data, and shall be solely and fully liable for its use. Except as necessary to comply with applicable law, each Party will promptly return to the other or destroy, as requested by the other party, all of the other party’s applicable Confidential Information within its possession or control and will certify in writing, if requested, that it has complied with its obligations to return or destroy all such Confidential Information.
       
       
11. Miscellaneous
    1. Independent contractors. The parties are independent contractors. Customer and Cognism may develop products independently, provided either party does not breach their obligations of confidentiality under this Agreement nor otherwise impedes, affects or diminishes any of the other party’s Confidential Information.
    2. Amendments. Except for Cognism’s modification or update of the Documentation or the Subscription Service, or any policies as necessary to comply with applicable law, rules, regulations, no modification of this Agreement is legally binding against the other Party unless in writing and signed or electronically accepted by both Parties, except where Customer has agreed the GTC without negotiation, in which case the then-current version of the GTC will apply.
    3. Assignment. Either party may, without consent from the other party, assign this Agreement to an Affiliate but only to the extent that such assignment would not result in an impairment of the other party’s rights under this Agreement. Any other assignment of this Agreement must be approved by the other party in writing. Such notification to Cognism shall be made to the account manager at Cognism with a mandatory copy to legal@cognism.com. Any attempted assignment without required approval will be void.
    4. Compliance with trade laws. The parties acknowledge that the Services may be subject to U.S. and other countries’ export jurisdictions. Each party will comply with all laws and regulations applicable to the import or export of the Services, including, but not limited to, the U.S. Export Administration Regulations, International Traffic in Arms Regulations, UN, U.S. or EU economic sanctions, and sanctions regulations administered by the U.S. Office of Foreign Assets Control (“Trade Laws”). Customer will not take any action that causes Cognism to breach U.S. or other applicable Trade Laws, including, for the avoidance of doubt, and without limitation, Customer will not permit any End User to access or use any Services in a sanctioned or embargoed country or region or in violation of any Trade Laws. If Customer learns of a potential breach of Trade Laws relating to the performance of this Agreement, or a potential breach of the terms in this Section 11.4, it will alert Cognism as soon as possible and in any event no more than 5 business days after acquiring this knowledge. Cognism may suspend or terminate this Agreement to the extent that it reasonably concludes that continued performance would cause it to breach applicable Trade Laws, or put it at risk of becoming the subject of economic sanctions under such Trade Laws.
    5. Anti-Bribery and Corruption. Each party acknowledges and agrees that, in connection with this Agreement, it has not received or been offered any illegal or improper bribe, kickback, payment, gift, hospitality or thing of value from the other party’s employees or agents, but excluding permitted reasonable gifts and entertainment provided in the ordinary course of business which do not breach applicable laws and each party will promptly notify the other party if it learns of any breach of this provision.
    6. Severability. If any part of this Agreement is held to be unenforceable, the rest of the Agreement will remain in full force and effect.
    7. Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver. Any waiver must be in writing and signed by the waiving party. The parties acknowledge that in entering into this Agreement, they do not do so on the basis of, and do not rely on, any representations, warranties or other provisions except as expressly provided herein and all conditions, warranties and other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law.
    8. No third-party beneficiaries. This Agreement does not create any third-party beneficiary rights except as expressly provided by its terms.
    9. Survival. All provisions survive termination of this Agreement except those requiring performance only during the term of the Agreement 
    10. Notices. Notices to Cognism may be submitted via email to legal@cognism.com. If Customer wishes to formally service notice on Cognism, it must do so in writing to Cognism’s registered agent: 
        
        Cognism Limited
        
        C/O Worldwide Corporate Advisors, St Clements House, 27 Clements Lane, London EC4N 7AE, UK 
        
        Notices will be treated as delivered on the date received at the address, date shown on the return receipt, email transmission date, or date on the courier confirmation of delivery. Notices to Customer will be sent to the individual at the address Customer identifies on its account as its contact for notices. Customer shall ensure its contact for notices is up to date during each renewal. Cognism may send notices and other information to Customer by email or other electronic form. 
        
        
    11. Settlement in Good-Faith. The parties shall attempt to settle disputes arising out of or in connection with the Agreement by good-faith negotiations between senior management of each party, to commence within two (2) weeks from the date of a written request from an affected party. If negotiations do not resolve the dispute within one (1) month from request, a party may proceed as set forth in Section 11.12. Commencement of any dispute resolution process shall not relieve either party from its continued duties and obligations under the Agreement, including but not limited to any payments due and payable.
        1. US. If Customer’s Order lists Cognism, Inc. as a party, this Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to its conflict of law principles and federal laws of the United States. Any legal action or proceeding will be brought exclusively in the federal or state courts located in Boston, Massachusetts. The parties to this Agreement consent to personal jurisdiction and venue there.
        2. Rest of the World. If Customer’s Order lists Cognism Limited or any other Cognism entity as a party, this Agreement will be governed by the laws of England and Wales. Any legal action or proceeding will be brought exclusively in the courts located in London. The parties consent to personal jurisdiction and venue there.
    12. 
        The above choices of venue do not prevent either party from seeking injunctive relief in any jurisdiction with respect to a breach of intellectual property rights or confidentiality obligations. 
        
        The 1980 United Nations Convention on Contracts for the International Sale of Goods and its related instruments will not apply to this Agreement. 
    13. Cognism Affiliates and contractors. Cognism may perform its obligations under this Agreement through its Affiliates and use contractors to provide certain services. Cognism remains responsible for their performance.
    14. Collaboration partners and publicity. Customer agrees that Cognism may disclose the fact that Customer is a client of Cognism. Throughout the Term, Customer grants Cognism the right to reference Customer’s name and logo in marketing materials and on Cognism’s website. Upon execution of the Agreement, Cognism may either (a) issue a press release announcing the relationship between Cognism and Customer, or (b) submit a joint press release to Customer for Customer’s approval, such approval not to be unreasonably withheld or delayed. Customer agrees to be a reference account for Cognism, provided however that Cognism will provide Customer with reasonable notice and obtain Customer’s consent before scheduling any reference calls.
    15. Anti-Slavery. In performing its obligations under this Agreement, each party shall comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force including, without limitation, the UK Modern Slavery Act 2015. Cognism shall ensure that any contracts with its sub-contractors require compliance with such laws.
    16. Entire Agreement. This Agreement constitute the entire agreement and understanding between the parties with respect to the subject matter hereof and replaces any prior oral or written communications relating to the Services.
        
        
12. Definitions
    

    “Affiliate” means any legal entity that controls, is controlled by, or is under common control with a party. In this context control means ownership of more than a 50% interest in an entity.

    “Cognism” means the entity listed as a party on the Order.

    “Confidential Information” means non-public information in any form that is marked as “confidential” or that a reasonable person should understand is confidential or proprietary given the nature of the information and the circumstances under which it is disclosed, including pricing, the terms of this Agreement, and other terms set forth in an Order. Confidential Information of Cognism includes, but is not limited to, non-public information regarding features, functionality and performance of the Services, API, and software code. Confidential Information of Customer includes Customer Data and Customer’s account authentication credentials.

    “Credits” means one-time-use individual record exports above the Fair Usage limitations, which must be used during the Subscription Term in which they are purchased. Credits expire at the end of the relevant Subscription Term, do not carry over and are not refundable.

    “Customer” means the entity listed as Customer in the relevant Order.

    “Customer Data” means Data that Customer transmits to, uploads to, transfers to, processes on, stores in, or causes to interface with, Customer’s account(s) associated with the Subscription Services, but specifically excludes Usage Data.

    “Data” means text, data, images and any other materials that are displayed or otherwise made available through the Services.

    “Documentation” means all documentation and other instructional material made available by Cognism regarding the use of the Service, including any applicable Order.

    “End User” means any person or machine account that Customer permits to use a Service or access Customer Data.

    “Fair Usage” means the limitations applicable to Customer’s use of the Services (excluding Credits):

    (i)    monthly contact view limit per End User: 2,000 individual records;
    (ii)    export view limit per End User: 25 individual records at a time; and
    (iii)    monthly export per End User: 2,000 individual records;

    “Feedback” means a comment or suggestion volunteered by a party about the other party’s business, products or services.

    “Non-Cognism Application” means a web-based, offline, mobile, or other software application functionality that is provided by Customer or a third party and interoperates with the Services.

    “Order” means the method by which Customer agrees to purchase Subscription Licenses to use a Service, including by order form.

    “Personal Data” shall have the meaning assigned to the terms “personal data” or “personal information” or “personally identifiable information” or similar terms under applicable data protection laws.

    “Previews” means Services provided for preview, evaluation, demonstration or trial purposes, or pre-release versions of the Services.

    “Service” means the Cognism-hosted service to which Customer may subscribe as set out in the relevant Order, but excluding Previews and Non-Cognism Applications.

    “Representatives” means a party’s employees, Affiliates, contractors, advisors and consultants.

    “Subscription License” means the license assigned to an End User.

    “Subscription Term” means the license period agreed between the parties in the relevant Order.