Black Swan Data exists for the amazing insights that data can provide. Nothing floats our boat more than being able to look at weird and wonderful data and then make it useful. That’s why we developed our Trendscope™, Z-Scope™, and other services. We gather lots of diverse social listening and other data, we clean it carefully, arrange it just so, slice and dice it with some advanced AI/machine learning, apply some proprietary algorithms, and, voilà!, insights! Full disclosure that your mileage may vary—it can often be scary accurate, but it’s not perfect.

We’re glad to have you as a subscriber and we hope you find that our services provide you with helpful insights on trends, behaviours, and outlooks in product categories that are important to you. We’re always working to improve it, so if there are things we can do better or that could help you, please let us know.

If it were up to us, we’d just say that you understand it’s not perfect and we’d both agree to be cool. But our lawyers say that there is a way this must be done, so here are our Terms of Service. Anyhow, sorry in advance.

Please read these SaaS Terms carefully before accepting them. By accepting these SaaS Terms, you acknowledge that you have read, understand, and agree to follow and be bound by them. You accept these SaaS Terms by any of the following: by clicking a box indicating acceptance, by executing a Subscription Agreement that references these SaaS Terms, and/or by using or accessing the Service.

These SaaS Terms of Service (including the attached Data Security and Privacy Addendum, these SaaS Terms) are the terms and conditions that govern the operation and use of Black Swan’s Trendscope, Z-Scope, and any other SaaS services we offer and operate (individually and collectively, the Service). These SaaS Terms constitute the agreement between (i) Black Swan Data Ltd (Black Swan, we, us, or our) and (ii) each Subscriber that has a Subscription to, or otherwise has been granted access to, the Service (Subscriber) and such Subscriber’s authorised users of the Service (each, a User, and collectively with the Subscriber, you or your). Capitalised terms shall have the meanings set forth in these SaaS Terms.

1. The Service. The Service is designed to provide trend insights. The Service draws upon social listening and other data that we license from third parties or obtain selectively from the open web following industry best practices. The Service is accessed via the website located at https://trendscope.blackswan.com (the Website).

We or our Dataset partners run the raw source data (Source Data) through irrelevancy and redundancy filtering, disambiguation, noise reduction, and other proprietary measures to improve the relevance and utility quality of the Source Data. We then structure and create taxonomies of the refined Source Data (Datasets) and, using proprietary algorithms and machine learning, the Service can be used to model trends based on various parameters that Subscriber can choose among. Examples of categories of Datasets within the CPG market include Snacking, Meals, Beer and Cider, Non-Alcoholic Beverages, Skin Care, Oral Care, etc. and then on a geographical or language basis, including US, UK, France, Mexico, Brazil, Japan, etc.

Subscribers subscribe to Datasets by category and also by region/language. For example, a Subscriber might subscribe to US Snacking (one Dataset) or to US Snacking and UK Snacking (two Datasets). Subscriptions are generally on an annual basis (i.e. a 12 calendar month period, not necessarily calendar year), but additional Datasets can be added at any time (additional fees apply). The process of building, updating, and improving Datasets is ongoing and not all Datasets may be available at all times or in all languages/regions or with access to or utilising the same underlying data sources or Source Data. Also, Source Data is subject to deletion from Datasets due to compliance requirements.

The Service is provided solely for internal use by Subscriber in connection with its market research purposes;, product, service and advertising strategy; competitive analysis; product and service planning purposes, M&A strategy, and/or for any other purposes expressly specified in an applicable Subscription Agreement (the Purposes). For clarity, you may share Trendscope Output (as defined below) with third parties that are supporting, assisting, or providing services to you where access to such Output is required; provided that such third parties may not make use of Trendscope Output for their own account (as opposed for your benefit).

Please note that the Service is intended to be one datapoint used by you in connection with the Purposes. You need to make your own independent judgment as to whether and to what extent to use or rely on the Service, and any output, data, information, material, graphics, images, analyses, forecasts, predictions, including TPV™ scores and NPD “social to sales” predictions, social media, blog or vlog, reviews, or similar posts, conclusions, or other content, generated by your use of the Service in accordance with these SaaS Terms (such output, etc., collectively Trendscope Output).

Trend insights are constantly evolving based on a number of factors, which may include Dataset enhancements, algorithm and machine learning improvements, sudden shifts in consumer sentiment, especially due to ‘black swan’ events, such as conflicts, terrorism, natural disasters, recessions, pandemics, and such. Thus, it is advisable to track trend insights over time and not to rely solely on a “snapshot” at a single point in time.

The Service, Features, and Datasets being subscribed for by a Subscriber (the Subscription), together with the applicable Subscription fees (Subscription Fees) and other relevant terms, are set forth in a subscription agreement, statement of work, or other agreement in effect between us (or an Affiliate, reseller, or channel partner of ours) and Subscriber (a Subscription Agreement). Regardless of whether that Subscription Agreement is with us, or with an Affiliate, reseller, or channel partner of ours, these SaaS Terms apply. Any deviation from these SaaS Terms, other than with respect to the clause entitled “Subscription Fees,” must be approved by us and not pursuant to an agreement with an Affiliate, reseller, or channel partner of ours. Affiliate means any person that controls, is controlled by, or under common control with a person, with control as defined in accordance with the Companies Act 2006 (UK).

1. System Requirements & Availability. To access the Service, a User needs a compatible computer or mobile device with Internet access (third party fees may apply) and running compatible browser software. The Website and Service support current versions of Firefox, Chrome, Microsoft Edge, and Safari, although there may be from time-to-time differences in performance and functionality between different browsers. Certain features and Support may require use of email software and/or a mobile phone that is able to receive text messages (third party fees may apply). Use of the Service does not require the downloading or installation of any Black Swan client-side software or app on your device. In most cases, we are able to support single sign-on. Because use of the Website and Service involves your own hardware, software, and Internet access, a User’s ability to use the Service may be affected by the availability and performance of these items. You acknowledge and agree that such third-party system requirements and expenses, which may change from time to time, are solely your responsibility.

The Service is generally available 24x7x365 except for periods during which the Service is down, in whole or in part, for updates, upgrades, maintenance, or due to network outages or other Force Majeure Events (Downtime). We will use commercially reasonable endeavours to ensure 99.9% or higher Service uptime each calendar month, excluding periods of Downtime. To minimise inconvenience, we generally provide reasonable advance notice of scheduled or anticipated Service, Feature, or Dataset Downtime, but Downtime may occur at any time and without advance notice and may last longer than anticipated or communicated. Because our subscribers are located around the world, we are unable to commit to any specific time of day when we schedule Downtime, such as scheduling Downtime only late at night in a given time zone.

1. Users.  The Service may be accessed only by Users who are authorised to do so by a Subscriber and then only in accordance with these SaaS Terms. A User is able to access the Service, those tools and other features contained in the Service (Features), and query those Datasets, for which Subscriber has a Subscription.

To access the Service, it is necessary for each User to register and create an account (each, an Account). Normally, a Subscriber will send us a list of the email addresses for authorised Users and we send each User a welcome email that allows them to register for an Account. Unless otherwise stated in the Subscription Agreement, the type of licence granted is a “seat licence” (per user) account. A “seat licence” Subscription means that the Service may be used only by a limited number of individual users, each identified by a unique user id, to the maximum number specified in the Subscription Agreement.

Unless otherwise specifically provided in the Subscription Agreement, authorised Users will only consist of: (i) employees of Subscriber, and (ii) third party contractors of Subscriber who are at that time providing related services to the Subscriber that require access to the Service and who do not compete with us (Permitted Contractors). Employees of, or contractors for, our competitors are prohibited from accessing or using the Service or any Trendscope Output without our express prior written consent, which consent may be withheld in our sole and absolute discretion. Subscriber is fully liable for the acts and omissions of Permitted Contractors under these SaaS Terms.

Only the natural person who registers for an Account may use that User Account. Subscriber is responsible for ensuring that the number of the active User Accounts is equal to or less than the number of seat licences for which Subscriber has subscribed and that that access to a User Account is not shared by multiple persons (no sharing of login and password). Hardware or software to used to pool connections, reroute information, or reduce the number of users that access or use the Service (sometimes referred to as "multiplexing" or "pooling") does not reduce the number of seat licences or active User Accounts the Subscriber is using.

A User’s Account will be active only so long as that User remains on the list of authorised users provided by Subscriber. Accounts cannot be authorised for any third parties and seats may not be resold, leased, or otherwise provided to third parties, whether for consideration or not. A User’s Account may be terminated immediately without notice when that User is removed as an authorised User by Subscriber, upon termination or expiration of the applicable Subscription, for nonpayment of Subscription Fees, or if we believe there has been a violation of these SaaS Terms.

To register for an Account, each authorised User needs a valid Subscriber email address and to provide certain additional information, which may vary by Subscriber (Registration Information). For the processing of the Registration Information, we are the data controller. To the extent that you provide us with any Personal Data, as such term is defined by the Data Protection Act 1998 (UK) (or similar term defined by other applicable privacy Laws), you grant us a limited, non-exclusive licence to store, use, and process such Personal Data subject to the terms of these SaaS Terms and our Privacy Policy.

Each User must also create a password, unless Subscriber has elected to utilise single sign on, in which case you will handle the password per Subscriber’s policies and instructions. In either case, we recommend the use of a strong password that contains a mix of lowercase letters, uppercase letters, numbers, and special characters.

Each User is solely responsible for maintaining the confidentiality and security of their password. A User is entirely responsible for all activities that occur on or through their Account and we are not responsible for any loss, damage, or other liability arising out of the unauthorised use of an Account. 

The Service is not designed for use by, and may not be used by, persons under 18 years old (or the age of majority in the jurisdiction in which the person resides).

1. Privacy Policy. Use of the Service is subject to our SaaS Service Privacy Policy (the Privacy Policy), the current version of which is located at https://info.blackswan.com/saas-service-privacy-policy and which is made part of these SaaS Terms. We may update the Privacy Policy from time to time. Each such update will include the date of the last revision. At any time, you can access the current Privacy Policy from within the Service. Please note: We have, and the account administrator at Subscriber that authorises a User to access the Service may have, and may authorise other Users to have, the ability to monitor and track a User’s use of the Service.

1. Support. Wewill provide you with in-Service online and follow-on e-mail support in connection with your use of the Service during regular support hours (Support). We may subcontract Support services at our discretion without notice or consent. Our ability to respond quickly to escalated Support requests may be impacted on dates on which the Welsh national rugby union team is competing. Wales winning the World Cup will be deemed to be an act of God constituting a Force Majeure Event (just kidding, well, sort of...). You understand that we are not responsible to provide Support for any issues resulting from problems, errors, or inquiries related to your systems, hardware, software, or Internet service.

1. Licences.
   a. Service and Datasets. Subject to your ongoing compliance with these SaaS Terms, Black Swan grants (i) Subscriber and its authorised Users a limited, worldwide, non-exclusive, non-transferable, non-sublicensable, and revocable licence to access and use the object code of the Service and Features, and to query the Datasets, for the Permitted Purposes, during the period for which Subscriber has a Subscription and has paid the applicable Subscription Fees. This licence is valid only as long as the applicable Subscription is in force and Subscription Fees are paid. Upon expiration or termination of a Subscription, such licence is revoked as to that Subscription. All intellectual property rights of any nature in the Service, Features, and the Datasets themselves and all Source Data, and any associated metadata, together with our methods, techniques, graphics, images, designs (including user interfaces and dashboards), navigation, algorithms, tools, trade secrets, or other intellectual property rights of any nature used to abstract, access, adapt, alter, analyse, anonymise, architect, associate, calculate, catalog, categorise, cleanse, clone, collate, collect, combine, compress, copy, create, cross-reference, curate, develop, disambiguate, disseminate, download, embed, enhance, extract, filter, flow, highlight, identify, input, license, link, manage, maintain, manipulate, modify, organise, personalise, post, present, process, query, receive, recommend, output, rank, record, reproduce, retrieve, select, sentiment detect, signal detect, sort, store, structure, submit, test, transfer, translate, transmit, tweak, update, upload, validate, or otherwise use any Source Data or Datasets; or to deliver, develop, enhance, improve, maintain, modify, offer, operate, present, support, translate, trouble-shoot, update, or otherwise provide the Service (collectively, our Background IP) remain solely with Black Swan and its licensors. For clarity, Background IP excludes any Subscriber Content.
   b. Licence to Trendscope Output. Black Swan grants Subscriber a worldwide, perpetual, irrevocable, non-transferable, and royalty-free licence to use, display, and duplicate the Trendscope Output that is generated through the authorised use of the Service, only for the Purposes and otherwise in accordance with these SaaS Terms. The Trendscope Output is licensed to Subscriber, not sold. Other than the foregoing licence, all intellectual property rights in the Trendscope Output remain solely with Black Swan and its licensors. This licence survives termination or expiration of a Subscription. For clarity, Trendscope Output excludes any Subscriber Content.
   
    
2. Subscriber Content. Although it is not a common occurrence, it is possible that from time to time you, in your capacity as a Subscriber (not as a vendor), may provide us with data or other materials that is owned or licensed by you (Subscriber Content). You, not us, have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use all such Subscriber Content. You grant us a limited, worldwide, royalty-free, non-exclusive, and revocable licence to store, copy, access, modify, and use Subscriber Content, as well as any other material you may upload through the Service, for the sole purpose of providing the Service to you. This licence is valid only as long as the Subscription is in force. Upon termination of the Subscription such licence is revoked. Subscriber Content is not shared with other Subscribers without your express consent. For avoidance of doubt and notwithstanding anything to the contrary in these SaaS Terms, there is no transfer of ownership of, or any rights in, Subscriber Content from you to us under these SaaS Terms.

1. Licence to Feedback. You grant us a worldwide, perpetual, irrevocable, transferable, sublicenseable, and royalty free licence to use, modify, duplicate, transfer, incorporate into the Service, and to otherwise realise upon, without the duty to account to you for such use, any suggestions, improvements, recommendations, corrections, or other feedback or ideas you provide to us relating to the Service.

1. Personal Data. You warrant that you have the legal right to disclose all Personal Data that you disclose to us in connection with the use and operation of the Service. The Data Security and Privacy Addendum that is attached to these SaaS Terms and our Privacy Policy sets forth how we process, protect, and use such Personal Data.
   
    
2. Restrictions and Usage Rules. Use of the Service is conditioned upon your compliance with, the following (the Usage Rules):
   a) Access to and use of the Service and Trendscope Output is provided solely and exclusively to benefit Subscriber. The Service may not be used for the benefit of any person other than the Subscriber, including by a User for their own personal use or when ‘moonlighting’ or otherwise providing services for third parties.
   b) You shall not access or attempt to access an Account that is not your Account or access or use any Service, Features, or Datasets other than those for which Subscriber has an active Subscription.
   c) You understand that we are not granting you any licences or rights to our Background IP, and you agree not to access (other than allowed through the normal and expected use of the Service), copy or extract any Background IP. In rare cases, we allow a Subscriber to add Subscriber Content to our Datasets to create custom Datasets, and in such cases, the ownership of such Subscriber Content remains solely with Subscriber and is not used by us outside of such custom Datasets unless we have a licence from Subscriber to do so.
   d) You agree not to “frame,” “mirror,” or serve the Service on any web server or other computer server over the Internet or any other network, or to publish, perform, demonstrate, copy, modify, reproduce, rent, lease, loan, sell, re-sell, distribute or redistribute, the Service, or create derivative works of the Service, in any manner or in any form.
   e) You agree (i) not to copy, modify, or reproduce any Trendscope Output, or to create any derivative works thereof, other than for internal purposes in furtherance of the Permitted Purposes; and (ii) not to, rent, lease, loan, sell, re-sell, distribute, or redistribute any Trendscope Output under any circumstance without our express written consent.
   f) The Twitter Terms of Service (http://twitter.com/tos) (Twitter TOS) applies to any Tweets or other Twitter-specific content that is accessed via Trendscope or included in any Trendscope Output. With respect to any Trendscope Output that consists of Tweets, you will not aggregate, cache, or store location data or any other geographic information contained in the Tweet separately from the Tweet to which it is attached and you may not make any use of such location data or geographic information on a standalone basis. You understand that at Twitter’s request, we are required to immediately terminate an End User’s access to and continued retention of Twitter content in the event that such End User is not in compliance with the Twitter TOS, as applicable, or is using the Twitter content in a manner that is otherwise harmful to the Twitter content, Twitter, its licensors or users, or any of the foregoing’s reputation.
   g) You may not use, or knowingly display, distribute, or otherwise make any Trendscope Output or information derived from the Service, available to any entity for the purpose of: (a) conducting or providing surveillance or gathering intelligence, including but not limited to investigating or tracking individuals; (b) conducting or providing analysis or research for any unlawful or discriminatory purpose, or in a manner that would be inconsistent with a person’s reasonable expectations of privacy; (c) monitoring sensitive events (including but not limited to protests, rallies, or community organizing meetings); or (d) targeting, segmenting, or profiling individuals based on sensitive personal information, including their health (e.g., pregnancy), negative financial status or condition, political affiliation or beliefs, racial or ethnic origin, religious or philosophical affiliation or beliefs, sex life or sexual orientation, trade union membership, relating to any alleged or actual commission of a crime, or any other sensitive categories of personal information prohibited by law.
   h) You shall not disassemble, decompile, or reverse engineer the Service, or export the Datasets, or permit or assist others to do so. Disassembling, decompiling, and reverse engineering include: (i) converting the Service, or any element or component thereof, including Datasets and other Background IP, from a machine-readable form into a human-readable form; (ii) disassembling or decompiling the Service, or any element or component thereof, including Datasets and other Background IP, by using any means or methods to translate machine-dependent or machine-independent object code into the original human-readable source code or any approximation thereof; (iii) examining the machine-readable object code that controls the Service’s operation and creating the original source code or any approximation thereof by, for example, studying the Service’s behaviour in response to a variety of inputs; or (iv) performing any other activity related to the Service that could be construed to be reverse engineering, disassembling, or decompiling. To the extent any such activity may be permitted pursuant to the Subscription Agreement, the results thereof will be deemed Trendscope Output subject to the requirements of these SaaS Terms.
   i) You will not remove, obscure, or alter any copyright notices, trademark notices, logos, or similar labels in the Service or in any Trendscope Output.
   j) You agree (i) not to collect or harvest any third-party Personal Data, including names, mailing, social media handles, or email addresses, etc., from the Service for any purpose, nor to use such information or the Service for any solicitation purposes; and (ii) not to disclose to any third party any Trendscope Output to the extent that it contains Personal Data.
   k) You agree not to conduct any systematic or automated data collection activities, including scraping, data mining, data extraction, or data harvesting from any Datasets or otherwise on or in relation to the Service.
   l) You agree (i) not to interfere with or disrupt the Service and/or the servers or networks connected to the Service, or circumvent, disable, or interfere with security features of the Service; (ii) not to exploit the Service in any unauthorised way whatsoever, including by trespass or burdening network capacity.
   m) You agree not to use or launch any automated system, including “robots,” “spiders,” “offline readers,” or other similar systems that send more messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional web browser.
   n) You agree not to use the Service to promote or distribute any viruses, trojans, worms, root kits, spyware, or any other harmful software, programs, routines, applications, or technologies, or which may negatively affect the performance of the Service or a computer or introduce significant security risks to the Service or a computer.
   o) You understand that the Service and the Trendscope Output may be transmitted over various networks and changed to conform and adapt to technical requirements.
   p) You agree not to engage in, facilitate, or further any unlawful conduct in connection with your use of the Service and the Trendscope Output.
   q) If you are located in a country embargoed by the U.K, E.U. or U.S., or are on the U.S. Treasury Department’s list of Specially Designated Nationals or any U.K. or E.U. equivalents, you will not access or use the Service.

In our sole discretion, we may suspend or terminate your Account, or limit your access to the Service, in whole or in part, or prevent you from registering for the Service in the future, if we believe that you have violated any Usage Rules. 

11. Subscription Fees. Unless the applicable Subscription Agreement directly conflicts with the following, the following apply:

1. Pricing. To access and use the Service, Subscriber shall pay the Subscription Fees set forth in the Subscription Agreement or, for Renewal Terms (as defined below), as communicated by us (or our affiliates, resellers, or channel partners) to Subscriber. Subscriber pays Subscription Fees for a Service on a “per Dataset” and “per Service” basis. Subscriber may add additional Features and/or Datasets to their subscription at any time upon paying the applicable incremental Subscription Fees for such additional Features and/or Datasets.
   Prices quoted are firm and not subject to audit, price revision, or price predetermination and are not subject to trade or other discounts (other than discounts expressly set forth in the Subscription Agreement). You acknowledge that the pricing is based on the provisions of these SaaS Terms providing for an agreed allocation of the risk. You further acknowledge that the pricing and terms would have been different if there had been a different allocation of the risk
2. Payment. Unless otherwise set forth in a Subscription Agreement:
   
   • Subscription Fees are due and payable in full upon order.
   • We will invoice for the Subscription Fees, plus any applicable taxes, upon receipt of the Subscription Agreement. Payment terms are net 30 days from the date of invoice.
   • If Subscriber requires the use of a purchase order, Subscriber is responsible for providing the applicable purchase order prior to the applicable invoice date.
   • If Subscriber has set up a direct debit, we will not debit the designated account before seven (7) days have elapsed from the date of the invoice. If satisfactory open account credit is established, then until withdrawn, terms of sale are net thirty (30) days from the date of the Subscription Agreement up to the available credit limit.
   • Subscriber shall pay all amounts indicated on each invoice without setoff for any amount the Subscriber may claim due from us and regardless of any controversy that may exist.
   • If Subscriber fails to pay as required by these SaaS Terms or the applicable Subscription Agreement, or if we have reason to suspect the Subscriber’s financial condition or other circumstances do not warrant providing the Service on terms, we may at any time limit or cancel credit and demand payment in advance
3. Renewal Pricing. Subscription Fees applicable for each Renewal Term are subject to adjustment decided by us in our sole discretion. At least 60 days prior to the end of the Term, we will notify Subscriber of the Subscription Fees payable for the next Renewal Term based on the Datasets subscribed for at that time. To the extent Subscriber has elected to renew the Subscription, we will invoice for the new Renewal Term on the first calendar day of the month in which such Renewal Term commences. Auto-renewal does not not apply unless a Subscription Agreement provides for it.
4. Past Due. Any past due balance is subject to a monthly interest charge computed at a periodic rate of one-and-one-half percent (1.5%) per month but not to exceed the highest rate allowed by law, on the past due amount. 
5. Taxes. Prices quoted or accepted are exclusive of national, federal, state, provincial, municipal, or other government sales, excise, use, occupational, value-added, or other taxes, tariffs, customs, or export duties or fees. All such taxes, duties, tariffs, and fees are Subscriber’s sole responsibility. Prices are subject to increase by the amount of any of these taxes, duties, or fees that we pay or are required to pay or collect relating to the Service. We will normally identify these as separate additional items on the invoice but our failure to do so does not shift responsibility for these items.

1. Usage Data. We collect, analyse, and audit data and other information relating to the access, provision, use, and performance of the Service, and we may, both during and after the Term (i) use such data and other information to monitor and enforce these SaaS Terms and to develop and improve the Service and other offerings, and (ii) disclose such data and other information solely in an aggregated and anonymised format that does not permit identification of any individual User, apart from disclosures pursuant to legal order or process, investigation, enforcement action, or to Subscriber that has authorised that User.

1. Confidentiality
   a) Confidential Information means any and all data, information, or materials (whether in tangible or intangible form) belonging to the disclosing party or its Affiliates (Discloser) and disclosed to the receiving party or its Affiliates (Recipient) in connection with use of the Service or the Trendscope Output. Such Confidential Information (a) shall be marked in writing as confidential, proprietary, or a similar manner; (b) shall be identified as proprietary or confidential at the time of disclosure if disclosed orally, visually, or by demonstration; or (c) shall be deemed confidential if Recipient knows or reasonably should know that such information is considered confidential, proprietary, or a trade secret of Discloser. Without limiting the foregoing, the following are deemed to be Confidential Information of Discloser: (i) information that Recipient knows or reasonably should know is a trade secret pursuant to applicable law; (ii) any notes, summaries, memoranda, drawings, manuals, records, excerpts, derivatives, interpretations, and all other documents or materials created by or on behalf of Recipient that contain, describe, or refer to information that is Confidential Information of Discloser; (iii) any know-how, idea, invention, process, technique, algorithm, software (whether in source code or object code form), hardware, equipment, sample, material, device, design, schematic, drawing, formula, data, plan, analysis, strategy, and forecast; and (iv) technical, engineering, manufacturing, product, marketing, servicing, financial, personnel, and other information and materials.
   b) Protection of Confidential Information. Recipient agrees that it shall: (i) in protecting Discloser’s Confidential Information, use at least the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care; (ii) protect the confidentiality and avoid the unauthorised use, disclosure, publication, and dissemination of such Confidential Information; (iii) not disclose such Confidential Information to any third party, other than to its Affiliates having a reasonable need to know such Confidential Information. Recipient may disclose the Confidential Information to its directors, officers, employees, agents, legal counsel, consultants, advisors, accountants, and auditors (Representatives) with a reasonable need to know such Confidential Information. Such Representatives must be bound by a (a) written contract containing terms and conditions that prohibit disclosure to third parties and unauthorised use and are otherwise generally no less restrictive as the terms and conditions of this clause; or (b) fiduciary or professional ethical obligation of confidentiality.
   c) Exceptions. Recipient’s obligations above do not apply (or cease to apply) to any Confidential Information that: (i) was in the public domain at the time it was initially disclosed; (ii) was known by Recipient (or its Affiliates) prior to receiving the Confidential Information from Discloser; (iii) becomes rightfully known to Recipient from a third-party source not known (after reasonable inquiry) by Recipient to be under an obligation to Discloser to maintain confidentiality; (iv) becomes publicly available without breach of this confidentiality obligation, including through a patent disclosure; (v) is independently developed by without access to the Confidential Information; or (vi) is expressly approved for release in writing by Discloser. The obligations of confidentiality and use survive the Term for a period of five (5) years; provided, however, confidentiality obligations applicable to Confidential Information that constitutes trade secrets last for as long as such Confidential Information qualifies as a trade secret under applicable law. Each party shall be responsible for any breach of this confidentiality obligation by its Affiliates and Representatives.
   d) Privacy. In disclosing, receiving, using, and/or retaining any personal data (or such similar term defined under applicable legislation), the Parties shall comply with the EU General Data Protection Regulation (includingapplicable national implementing legislation, the GDPR), the California Consumer Privacy Act (CCPA), and any other applicable privacy Laws. 
   e) Notice of Breach. Recipient shall notify Discloser in writing promptly upon discovery of any breach of its confidentiality obligations by itself, its Representatives, or its Affiliates. Thereafter, Recipient (and as applicable, its Affiliates and Representatives) shall reasonably assist and cooperate with Discloser to regain possession of Confidential Information and prevent its further unauthorised disclosure and/or use.
   f) Exceptions. It is not a breach of these confidentiality obligations for Recipient to disclose Confidential Information it receives hereunder when, and to the extent that, such disclosure is: (i) required by law; (ii) required pursuant to any governmental, judicial, or administrative order by a body of competent jurisdiction; or (iii) required by securities and exchange rules or regulations; provided, however, that Recipient: (a) to the extent practicable and to the extent allowed by law, gives Discloser prompt prior notice of such requirement so that Discloser may seek such protective orders or other confidentiality protection as Discloser (in Discloser’s discretion and at its expense) may elect; and (b) reasonably cooperates with Discloser in protecting the confidential or proprietary nature of such disclosed Confidential Information. Recipient shall reasonably cooperate with efforts by the Discloser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded to the Confidential Information. If such disclosure is not enjoined by such a protective order, the Recipient shall only disclose that portion of the Confidential Information that it is advised by its legal counsel is necessary to comply with such legal requirement.

1. Intellectual Property.
   a) Acknowledgement of Ownership. It is acknowledged and agreed that (i) the Background IP contains proprietary information and material that is owned by us or our licensors, and is protected by applicable intellectual property and other Laws, including trade secret and copyright, and that you will not use such proprietary information or materials in any way whatsoever except for the use of the Service, Features, and Datasets for which you have a Subscription and used in compliance with these SaaS Terms; and (ii) Trendscope Output generated by the Service (excluding Registration Information and any Subscriber Content) is owned solely and exclusively by us or our licensors.
   b) Copyright. All copyrights in and to the Service and in the Trendscope Output (excluding any Subscriber Content) are solely and exclusively owned by us or our licensors. 
   c) Trademarks. “Black Swan” “Trendscope,” “Z-Scope,” "Sales2Social," and associated logos, and other trademarks, service marks, graphics, and logos used by us with the Service are our trademarks (the Black Swan Marks). Other trademarks, trade names, service marks, and logos, whether or not registered (Marks) are the sole and exclusive property of the respective owning person, who, as between us and them, owns all right, title, and interest therein.
   d) Use of Black Swan Marks. We grant Subscriber a non-exclusive, non-transferable, and non-sublicensable licence, for the Term, to display the applicable Black Swan Marks solely for the purpose of promoting or advertising Subscriber’s use of the Service. All such use of the Black Swan Marks shall inure solely to the benefit of Black Swan. Subscriber may not, at any time: (a) display any Black Swan Marks in a way that could imply a sponsorship or endorsement by, or an affiliation or relationship with, us; (b) use any Black Swan Marks to disparage us or our products or services; or (c) display any Black Swan Marks in a manner that violates any regulation or law. All such use of the Black Swan Marks inures solely to our benefit. You may not use any Black Swan Marks other than set forth above without our prior express written consent and you agree not to use, register, or seek to register any Marks that are the same or similar to the Black Swan Marks. We can modify any Black Swan Marks at any time and, upon notice of such modifications, you will only use the updated Black Swan Marks. You will comply with our trademark usage guidelines as such are communicated by us. At our request, you will take action to cease further use of the Black Swan Marks to the extent requested by us.
   e) Use of Subscriber Marks.  To the extent Subscriber has agreed to allow us to do so in writing, we may use Subscriber’s name and/or logo within, as applicable: (i) our product literature, press release(s), social media, and other marketing materials; (ii) quote your statements in one or more press releases; and/or (iii) make such other use of Subscriber’s name and/or logo as may be agreed. All such use inures solely to the Subscriber’s benefit. We may not use any Subscriber Marks other than set forth above without your prior express written consent. You can modify any Subscriber Marks at any time and, upon notice of such modifications, we will only use the updated Subscriber Marks. We will comply with Subscriber’s trademark use guidelines as such are communicated by you. At your request, we will take action to cease further use of Subscriber Marks to the extent requested by you.

1. Term and Termination.
   a) Term. The term of a Subscription (the Term) will commence as set forth in the applicable Subscription Agreement. The Term shall continue in effect for a period of one (1) year (twelve (12) full calendar months) or for such other period as set forth in the Subscription Agreement (the Initial Term), unless earlier terminated as provided in these SaaS Terms. Subscriptions can be renewed for successive annual renewal terms (each, a Renewal Term) unless earlier terminated as provided in these SaaS Terms.
   b) Termination. Subscriber can cancel a Subscription by written notice to us at any time, with such termination effective at the end of the then-applicable Term. There are no refunds of Subscription Fees due to early termination. If (i) you fail to comply with any of the provisions of these SaaS Terms or the Subscription Agreement; or (ii) Subscriber has failed to make payments due to us, and does not pay within 14 days after receiving notice requiring Subscriber to do so; or (iii) if you are a User and Subscriber removes you as an authorised User; or (iv) the Subscription Agreement terminates for any reason; we may, at our sole discretion, without notice or liability to you or any third party: (a) terminate any or all Accounts associated with that Subscriber; and/or (b) preclude or limit access to the Service or any part thereof. Please note that once an Account has been terminated, it is possible that any data or settings associated with that Account may not be able to be recovered if the Account is later reactivated.
   c) Termination of the Service. We reserve the right to modify, suspend, or discontinue the Service (or any part or content thereof) at any time with or without notice, and we will have no liability to the extent we exercise such rights, other than if we discontinue the Service to refund any prepaid Subscription Fees on a monthly pro rata basis.
   d) Bankruptcy. Either we or Subscriber may terminate a Subscription Agreement immediately by giving written notice to the other party to the Subscription Agreement if:

(i) the other party: (1) is dissolved; (2) ceases to conduct all (or substantially all) of its business; (3) is or becomes unable to pay its debts as they fall due; (4) is or becomes insolvent or is declared insolvent; or (5) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(ii) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other;

(iii) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Subscription Agreement); or

(iv) (where that other party is an individual) that other party dies, or as a result of illness or incapacity becomes incapable of managing their own affairs, or is the subject of a bankruptcy petition or order.

Survival. In addition to any clauses that by their terms contemplate survival, this clause, together with the clauses titled “Licences,” “Subscriber Content,” “Licence to Feedback,” “Restrictions and Usage Rules” (to the extent relating to any Output following termination of a Subscription), “Disclaimers and Acknowledgements,” “Confidentiality,” “Intellectual Property,” “Enforcement,” “Disclaimer of Warranties,” “Indemnification,” “Limitation of Liability,” and “General Provisions” will survive any termination or expiration of this Agreement, and the clause titled “Subscriber Content” will survive any termination or expiration of a Subscription Agreement for so long as we retain possession of any Subscriber Content.

1. Enforcement.  We reserve the right to take those steps we believe are reasonably necessary or appropriate to enforce and/or verify compliance with any part of these SaaS Terms, including to our duty to cooperate with any legal process relating to use of the Service or any Trendscope Output, and/or a third-party claim that your use of the Service or the Trendscope Output is unlawful and/or infringes such third-party’s rights. You agree that we have the right, without liability to you, to disclose any Registration Information, Trendscope Output, Service usage records, or other information collected by the Service to law enforcement authorities, government officials, and/or a third party, as we believe we are required to do or is reasonably necessary or appropriate to enforce and/or verify compliance with any part of these SaaS Terms.

1. GENERAL DISCLAIMERS AND ACKNOWLEDGEMENTS. YOU ACKNOWLEDGE THAT THE SERVICE IS SUBJECT TO LIMITATIONS, INCLUDING THE FOLLOWING:
   a) THE SERVICE IS ONLY INTENDED TO PROVIDE INSIGHTS THAT MAY BE HELPFUL OR USEFUL IN CONNECTION WITH THE PURPOSES. THE SERVICE IS NOT TO BE USED FOR ANY MEDICAL, SAFETY, EMERGENCY, OR ANY OTHER USES WHERE RELIABILITY AND ACCURACY ARE CRITICAL, NOR ARE THE SERVICE OR THE TRENDSCOPE OUTPUT TO BE USED FOR ANY USE NOT INTENDED BY US.
   b) THE SERVICE’S TREND INSIGHTS ARE BASED ON THERE BEING A CORRELATION BETWEEN THE DATA AND FUTURE CONSUMER BEHAVIOUR. HOWEVER, THE STRENGTH OF THIS CORRELATION IN ANY GIVEN INSTANCE OR AT ANY GIVEN TIME CAN BE STRONG, WEAK, OR EVEN NONEXISTENT. WE DO NOT PROVIDE ANY ASSURANCES THAT PREDICTED INSIGHTS WILL IN FACT OCCUR (OR NOT OCCUR), WHEN PREDICTED INSIGHTS WILL IN FACT OCCUR (OR NOT OCCUR), OR THE DEGREE TO WHICH PREDICTED INSIGHTS WILL OCCUR (OR NOT OCCUR). YOU UNDERSTAND THAT SHIFTS IN CONSUMER SENTIMENT, CHANGES IN DATA SOURCES, OR OTHER FACTORS, CAN RESULT IN SIGNIFICANT DEVIATIONS FROM PREDICTED FUTURE BEHAVIOUR.
   c) WE MAY OFFER PROGRAMS UNDER WHICH YOU MAY USE “ALPHA” OR “BETA” SERVICES, FEATURES, OR DOCUMENTATION (collectively, BETA SERVICES) FOR TESTING AND/OR EVALUATION PURPOSES. ANY USE OF THE BETA SERVICES IN CONJUNCTION WITH ACTUAL DATA AND/OR IN A PRODUCTIVE SETTING IS AT YOUR SOLE RISK. BETA SERVICES ARE NOT GENERALLY AVAILABLE AND MAY CONTAIN BUGS, ERRORS, DEFECTS, OR HARMFUL COMPONENTS (although we do use reasonable efforts to prevent harmful components). BOTH WE AND YOU MAY TERMINATE YOUR ACCESS TO BETA SERVICES AT ANY TIME.

1. DISCLAIMER OF WARRANTIES.
   a) THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND WE AND OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, AFFILIATES, RESELLERS, CHANNEL PARTNERS, LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS (COLLECTIVELY, AND TOGETHER WITH THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AND AGENTS, THE BLACK SWAN PARTIES) DO NOT GUARANTEE, REPRESENT, OR WARRANT THAT USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, THAT ANY ERRORS OR DEFECTS WILL BE CORRECTED, THAT AND YOU ACKNOWLEDGE THAT FROM TIME TO TIME WE MAY REMOVE OR LIMIT THE SERVICE (OR PORTIONS THEREOF) FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE SERVICE (OR PORTIONS THEREOF), AT ANY TIME.
   b) ALTHOUGH WE BELIEVE THAT THE TRENDSCOPE OUTPUT IS GENERALLY OF A HIGH QUALITY, WE DO NOT GUARANTY OR WARRANTY THAT THE SERVICE OR THE TRENDSCOPE OUTPUT WILL DELIVER ANY INTENDED BENEFITS OR GENERATE ANY ANTICIPATED RESULTS.
   c) TO THE FULLEST EXTENT PERMITTED BY LAW, THE BLACK SWAN PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICE AND THE OUTPUT, AND YOUR USE THEREOF, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF CONTENT, QUALITY, ACCURACY, TIMELINESS, COMPLETENESS, CORRECTNESS, NON-INFRINGEMENT, RELIABILITY, AVAILABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. 
   d) ALTHOUGH WE TAKE REASONABLE EFFORTS TO PROVIDE A RELIABLE AND SECURE SERVICE, THE BLACK SWAN PARTIES DO NOT REPRESENT OR GUARANTEE THAT THE SERVICE OR THE OUTPUT WILL BE FREE FROM BUGS, DEFECTS, ERRORS OR OMISSIONS, LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION OR THAT ANY SUBSCRIBER CONTENT PROVIDED TO US OR INPUT INTO THE SERVICE WILL NOT BE LOST OR CORRUPTED.
   e) YOU ACKNOWLEDGE THAT WE DO NOT AND CANNOT CONTROL THE FLOW OF SOURCE DATA TO OR FROM THE SERVICE. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES AND APPLICATIONS PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR OMISSIONS OF SUCH THIRD PARTIES CAN IMPAIR, DELAY, OR DISRUPT THE SERVICE’S ABILITY TO OBTAIN AND USE SOURCE DATA. ALTHOUGH WE AND OUR LICENSORS WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE SUCH ACTIONS AS THEY DEEM APPROPRIATE TO AVOID SUCH EVENTS, WE DO NOT GUARANTEE OR REPRESENT THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, THE Black Swan Parties DISCLAIM ANY AND ALL LIABILITY RESULTING FROM, OR RELATED TO, SUCH EVENTS.
   f) NO PERSONNEL OR REPRESENTATIVES OF OURS ARE AUTHORISED TO MAKE ANY WARRANTY ABOUT THE SERVICE. ORAL OR WRITTEN STATEMENTS BY ANY OF OUR PERSONNEL OR REPRESENTATIVES, INCLUDING VIA EMAIL, DO NOT CONSTITUTE A WARRANTY, DO NOT BIND OR OBLIGATE US, SHALL NOT BE RELIED ON BY YOU, AND ARE NOT PART OF THESE SAAS TERMS. THE ENTIRE AGREEMENT BETWEEN YOU AND US WITH RESPECT TO WARRANTY IS EMBODIED IN THIS WRITING. YOU ACKNOWLEDGE YOU HAVE NOT RELIED ON ANY WARRANTY OR REPRESENTATION BY ANY PERSON OR ENTITY EXCEPT FOR THE WARRANTIES OR REPRESENTATIONS SPECIFICALLY STATED HEREIN.

NOTE: SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. 

1. LIMITATION OF LIABILITY. UNLESS PROHIBITED BY LAW IN A PARTICULAR INSTANCE, YOU AGREE THAT:
   a) THE BLACK SWAN PARTIES DISCLAIM ANY LIABILITY FOR, AND YOU AGREE TO RELEASE THE BLACK SWAN PARTIES FROM ANY CLAIMS OR DAMAGE ARISING FROM: (i) ANY VIOLATION OF APPLICABLE LAW BY YOU BY VIRTUE OF YOUR USE OR MISUSE OF THE SERVICE OR THE TRENDSCOPE OUTPUT; (ii) ANY ERRORS, OMISSIONS, MISTAKES, OR INACCURACIES IN ANY TRENDSCOPE OUTPUT; (iii) ANY FAILURE TO COLLECT, PROVIDE, DISPLAY, OR RETAIN ANY TRENDSCOPE OUTPUT; (iv) THE TIMELINESS, MIS-DELIVERY, OR NON-DELIVERY OF ANY TRENDSCOPE OUTPUT; (v) ANY PRIVACY CLAIMS OR OTHER FORMS OF CIVIL LIABILITY ARISING OUT OF OR IN ANY WAY RELATING TO USE OF THE SERVICE OR ANY TRENDSCOPE OUTPUT TO THE EXTENT ARISING AS A RESULT OF SUBSCRIBER’S VIOLATION OF THESE TERMS; (vi) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; AND/OR (vii) ANY LOSS, INJURY, OR DAMAGE OF ANY KIND ARISING OUT OF OR IN ANY WAY RELATING TO ANY TRENDSCOPE OUTPUT, ANY OPERATION, NONOPERATION, OR FAILURE OF THE SERVICE, OR ANY DECISIONS YOU MAKE OR ACTIONS YOU TAKE (OR CHOOSE NOT TO MAKE OR TAKE) BASED ON ANY TRENDSCOPE OUTPUT.
   b) THE BLACK SWAN PARTIES ARE NOT LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING ATTORNEYS’ FEES AND EXPENSES, AND DAMAGES FOR LOSS OF PROFITS, GOODWILL, INCOME, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF ANY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). YOU AGREE NOT TO MAKE, AND YOU HEREBY WAIVE TO THE FULLEST EXTENT ALLOWED BY LAW, ANY CLAIM FOR DAMAGES AGAINST US EXCEPT FOR DIRECT, COMPENSATORY DAMAGES AS LIMITED BY THESE SAAS TERMS. THIS EXCLUSION ALSO INCLUDES ANY LIABILITY THAT MAY ARISE OUT OF A THIRD-PARTY CLAIM AGAINST YOU. DIRECT, COMPENSATORY DAMAGES SHALL NOT EXCEED, IN THE AGGREGATE, AN AMOUNT EQUAL TO THE SUBSCRIPTION FEES PAID BY A SUBSCRIBER DURING THE 12 MONTH PERIOD PRECEDING THE CLAIM ARISING.
   c) THE BLACK SWAN PARTIES ARE NOT RESPONSIBLE FOR THE OPINIONS, STATEMENTS, RECOMMENDATIONS, REVIEWS, OR ANY OTHER INFORMATION OF THIRD PARTIES CONTAINED IN THE SERVICE OR IN THE TRENDSCOPE OUTPUT, AND YOU AGREE NOT TO MAKE, AND YOUR HEREBY RELEASE THE BLACK SWAN PARTIES FROM, ANY CLAIMS OR DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH CONTENT, ETC. AND/OR ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES RELATED THERETO.
   d) THE ESSENTIAL PURPOSE OF THESE SAAS TERMS IS TO LIMIT OUR POTENTIAL LIABILITY. THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US. YOU ACKNOWLEDGE YOU HAVE RECEIVED VALUABLE CONSIDERATION FOR THESE IN THE FORM OF OUR ABILITY TO OPERATE AT LOWER COST, OFFER LOWER PRICING, AND/OR WILLINGNESS TO CONTRACT, WHETHER GENERALLY OR SPECIFICALLY. 
   e) NOTWITHSTANDING THE FOREGOING, NOTHING IN THESE SAAS TERMS WILL: (i) LIMIT OR EXCLUDE THE LIABILITY OF A PARTY FOR DEATH OR PERSONAL INJURY RESULTING FROM NEGLIGENCE; (ii) LIMIT OR EXCLUDE THE LIABILITY OF A PARTY FOR FRAUD OR FRAUDULENT MISREPRESENTATION BY THAT PARTY; (iii) LIMIT ANY LIABILITY OF A PARTY IN ANY WAY THAT IS NOT PERMITTED UNDER APPLICABLE LAW; OR (iv) EXCLUDE ANY LIABILITY OF A PARTY THAT MAY NOT BE EXCLUDED UNDER APPLICABLE LAW.
   f) IF YOU ARE IN CALIFORNIA, YOU HEREBY WAIVE THE APPLICATION OF CALIFORNIA CIVIL CODE §1542, WHICH PROVIDES: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

1. Indemnity.
   a) We will defend at our expense any cause of action brought against Subscriber, to the extent that such cause of action is based on a claim that the Service, as provided by us to you and used in accordance with these SaaS Terms, infringes a valid U.K., E.U., or U.S. issued patent of a third party. We will pay those costs and damages finally awarded against Subscriber for such claim, or paid in settlement of any such claim if such settlement was approved in advance by us. The Subscriber may retain its own counsel at its own expense. Notwithstanding the foregoing, we will have no liability for any claim of infringement based on: (i) items that have been modified by persons other than us where the infringement claim would not have occurred in the absence of such modification; (ii) your use of the Service in conjunction with your own or other data or content to the extent the use with such data or content gave rise to the infringement claim; or (iii) your use of the Service or Trendscope Output outside of the permitted scope of these SaaS Terms.
   b) We also agree to defend, indemnify, and hold Subscriber harmless from and against any and all damages, costs, liabilities, expenses (including, without limitation, reasonable attorneys’ fees), and settlement amounts incurred in connection with any claim arising from or relating to our violation of law, gross negligence, or willful misconduct.
   c) Should the Service become, or in our opinion are likely to become, the subject of a claim of infringement, we may, at our option, (i) obtain the right for you to continue using the Service or Features, (ii) replace or modify the Service or Features so it is no longer infringing or reduces the likelihood that it will be determined to be infringing, or (iii) if neither of the foregoing options is commercially reasonable, terminate the access and use of the relevant Service(s) or Feature(s). Upon such termination, Subscriber shall cease accessing the Service(s) or the Feature(s) as applicable, and we will refund to Subscriber, as Subscriber’s sole remedy for such termination, the subscription fees relating to such Service(s) or Feature(s) pro rated for the remaining subscription period for which the Subscriber has already paid. THESE CLAUSE (a)-(c) STATE OUR ENTIRE LIABILITY WITH RESPECT TO ANY CLAIM OF INFRINGEMENT REGARDING THE SERVICE OR ANY TRENDSCOPE OUTPUT.
   d) The Subscriber agrees to defend, indemnify, and hold the Black Swan Parties harmless from and against any and all damages, costs, liabilities, expenses (including, without limitation, reasonable attorneys’ fees), and settlement amounts incurred in connection with any claim arising from or relating to your: (i) gross negligence or willful misconduct; (ii) your actual or alleged use of the Service in violation of these SaaS Terms or applicable law; (iii) any actual or alleged infringement or misappropriation of third party intellectual property rights arising from data or other materials provided us by Subscriber or otherwise inputted into the Service, whether by the Subscriber, an authorised User, or otherwise.
   e) Each indemnifying party’s obligations as set forth in this clause are subject to the other party: (i) giving the indemnifying party prompt written notice of any such claim or the possibility thereof; (ii) giving the indemnifying party sole control over the defense and settlement of any such claim; and (iii) providing full cooperation in good faith in the defense of any such claim.

1. General Provisions.
   a) Changes. We reserve the right, at any time and from time to time, to update, revise, supplement, and otherwise modify these SaaS Terms and to impose new or additional rules, policies, terms, or conditions on the use of the Service. Such updates, revisions, supplements, modifications, and additional rules, policies, terms, and conditions (collectively, Additional Terms) will be effective immediately when posted on the Service. Continued use of the Service following such time will be deemed to constitute acceptance of any and all such Additional Terms. All Additional Terms are hereby incorporated herein by this reference.
   b) Diversity & Inclusion. Black Swan is committed to a culture of diversity and inclusion it all that it does and that includes all communications in connection with the operation and use of the Service. Any harassment or discrimination based on a person’s race, religious creed (or lack thereof), color, national origin, ancestry, physical or mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, military or veteran status, or any other category protected by law, will not be tolerated and is a basis for immediate termination of this Agreement. Any instances of harassment or discrimination on or in connection with the use of the Service should be reported to BSDLegal@blackswan.com.
   c) Compliance with Law. It is agreed that the Service is controlled and operated by us from our offices in London, England.
   In connection with the provision of the Service, we will comply with applicable local, municipal, state, provincial, federal, and national laws, statutes, decrees, ordinances, orders, regulations, rules, codes of practice, and regulator guidance (Laws). Specifically, we will comply with applicable data protection, anti-corruption, anti-bribery, and export control Laws, including the Bribery Act 2010 (UK) and the US Foreign Corrupt Practices Act (FCPA), and applicable anti-slavery and human trafficking Laws, including the Modern Slavery Act 2015 (UK), the International Bill of Human Rights (consisting of the Universal Declaration of Human Rights, the International Covenant on Civil and Political Rights and the International Covenant on Economic, Social and Cultural Rights), the principles concerning fundamental rights set out in the International Labour Organisation’s Declaration on Fundamental Principles and Rights at Work, and the UN Guiding Principles on Business and Human Rights. We make no representations that the Service or the Trendscope Output are legal, appropriate, or available for use in all locations or in all circumstances.
   You agree to comply with Laws that apply to your use of the Service and the Trendscope Output, including data protection and privacy Laws, import and export Laws, and anti-corruption Laws, including the Bribery Act 2010 (UK) and the U.S. Foreign Corrupt Practices Act. Subscriber will not permit any User to access or use the Service in a country or region that is embargoed by the U.K., E.U., or U.S., or in violation of any applicable U.K., E.U., or U.S. or other applicable export control or sanctions Laws. We make no representations that the Service or the Output are legal, appropriate, or available for use in all locations or in all circumstances.
   d) Entire Agreement. These SaaS Terms, as well as any Subscription Agreement, constitute the sole and entire agreement between you and us relating to the Service and Trendscope Output and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. To the extent any term or condition in any other document (other than the applicable Subscription Agreement), including any RFP, RFQ, or purchase order is inconsistent with or in addition to these SaaS Terms, such terms or conditions are expressly rejected and our acceptance of any offer or order of subscriber is expressly made in reliance on assent to these SaaS Terms. You may assent by written acknowledgement, performance (full or partial), or by payment, any of which shall conclusively be deemed to constitute assent. If you object to these SaaS Terms, such objection must be made in writing and received by us with or before placement of an order. Failure to so object shall be conclusively deemed to be acceptance of these SaaS Terms. Our failure to object to any term or condition in any oral or written communication from you shall not constitute an acceptance thereof or a waiver of any term or condition hereof; rather, our failure to so object shall be deemed a rejection of your objection, and for such an objection to be accepted by us and change these SaaS Terms, we must agree in writing to your specific objection.
   e) Notices. Any notice or other communication required or permitted under these SaaS Terms and intended to have legal effect must be given in writing at the addresses below:

If to Subscriber, to: the email address and/or physical postal address provided in the applicable Subscription Agreement

If to a User, to: the email address listed in your Registration Information or by a posting on the Service

If to us, to: Black Swan Data Ltd, Attn: Legal, 12th Floor, WeWork Building, 10 York Road, London SE1 7ND, England. And also with a copy sent by email to: BSDLegal@blackswan.com

A notice will be deemed to have been received at the relevant time set out below (or where such time is not within the recipient’s business hours, when business hours next begin after the relevant time set out below): (a) where the notice is delivered personally, at the time of delivery; (b) where the notice is sent by recorded signed-for post, 48 hours after posting; (c) where the notice is sent by email, at the time of the transmission (providing the sending party retains written evidence of the transmission); and (d) when posted on the Service, at such time as you next access the Service.

f) U.S. GOVERNMENT RESTRICTED AND LIMITED RIGHTS. The Service and all Trendscope Output are provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the U.S. Government is subject to restrictions set forth in subparagraphs (a) through (d) of the Commercial Computer Software-Restricted Rights at FAR 52.227-19 when applicable, or in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, and in similar clauses in the NASA FAR supplement, as applicable. All data is provided with LIMITED RIGHTS and such data may be reproduced and used by the U.S. Government with the express limitation that they will not, without written permission, be used for purposes of manufacture nor disclosed outside the U.S. Government. Manufacturer is Black Swan Data Ltd.

g) Governing Law. You agree that for purposes of these SaaS Terms we are solely based in England and any operations elsewhere do not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than England. To the fullest extent permitted by law, these SaaS Terms and any Disputes arising out of or relating to them, and the Service and Output, and, to the extent permitted by law, all related matters including non-contractual matters, will be governed by the laws of England and Wales without regard to its conflict of law principles. In relation to such matters, each party irrevocably accepts the non-exclusive jurisdiction of courts with jurisdiction there and waives any right to object to the venue on any ground. The United Nations Convention on Contracts for the International Sale of Goods (1980) and the Uniform Computer Information Transactions Act (UCITA) are hereby excluded in their entirety from application to these SaaS Terms. 

h) Dispute Resolution; BINDING ARBITRATION; CLASS ACTION WAIVER. 

(i) Dispute means any dispute, claim, cause of action, or controversy between you and any Black Swan Parties arising from or relating to these SaaS Terms, a Subscription Agreement, the Service, and/or any Output, whether based in contract, statute, regulation, ordinance, tort (including, fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable theory, and includes the validity, enforceability, or scope of this clause (with the exception of the enforceability of the Class Action Waiver clause below). This term is to be given the broadest possible meaning that will be enforced. 

(ii) If a Dispute arises, either we or Subscriber may notify the other in writing, in which case a nominated representative of each affected party must promptly attempt in good faith to resolve the dispute. In the event that the parties are unable to resolve the dispute within 60 days of the written notification referred to in this clause, each party must promptly refer the dispute for resolution to the Chief Executive Officer, Chief Operating Officer, Chief Development Officer, General Counsel, or similar senior executive of that party (a Senior Executive).

(iii) If the Senior Executives are unable to resolve the dispute within 15 business days following referral to the Senior Executives, then the parties must seek to mutually appoint an arbitrator. If the parties cannot agree on a single arbitrator, then there shall be three arbitrators: one selected by each party, and a third selected by the first two. Arbitration will take place in London, England, unless all three arbitrators mutually agree on an alternative city. The arbitration rules will be the London Court of International Arbitration Rules. The language to be used in the arbitration will be English. 

(iv) The parties agree that the arbitration, including the evidence, the argument and the outcome, is confidential between the parties. The parties can inform legal counsel and, if necessary, financial advisors and insurers, about the arbitration if they are advised of the confidentiality obligations. The parties can tell others only as required by Law (including any applicable stock exchange or similar securities disclosure rules). The arbitrator(s) appointed must also agree to this confidentiality protection. Nothing in these SaaS Terms prevents either party from filing the arbitration award with a court to enforce or appeal such award (but only if the arbitration award is not paid within 90 days of its issuance), though both parties agree that the evidence, arguments of the parties, and the arbitrator’s findings related to such award will be treated as confidential information subject to a court-approved protective order.

(v) IF FOR ANY REASON THESE ARBITRATION REQUIREMENTS DO NOT APPLY, YOU AND WE EACH HEREBY WAIVE ANY TRIAL BY JURY AND AGREE THAT THE CLAIM SHALL BE DECIDED EXCLUSIVELY BY A COURT OF COMPETENT JURISDICTION LOCATED IN LONDON, ENGLAND. 

(vi) NOTHING HEREIN SHALL PRECLUDE EITHER PARTY FROM SEEKING IMMEDIATE INJUNCTIVE RELIEF BEFORE AN APPROPRIATE COURT WITH RESPECT TO A VIOLATION OF INTELLECTUAL PROPERTY RIGHTS, CONFIDENTIALITY OBLIGATIONS, AN ONGOING OR RECURRING BREACH OF THE USAGE RULES, OR ENFORCEMENT OR RECOGNITION OF ANY AWARD OR ORDER IN ANY APPROPRIATE JURISDICTION.

(vii) ANY DISPUTE RESOLUTION PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL LEGAL ACTION, UNLESS BOTH YOU AND WE SPECIFICALLY AGREE TO DO SO IN WRITING FOLLOWING INITIATION OF THE ARBITRATION. 

(viii) YOU AND WE AGREE THAT ACTION RELATED TO A DISPUTE MUST COMMENCE WITHIN TWELVE (12) MONTHS AFTER THE EVENT GIVING RISE TO THE DISPUTE OCCURS, OTHERWISE SUCH ACTION IS PERMANENTLY BARRED. 

i) No Third Party Beneficiaries. The Subscription Agreement and these SaaS Terms do not create a contractual relationship between you and any third party, including any of the Black Swan Parties other than us, and you are not a third party beneficiary of any agreement between us and any third party. Persons not a party to a Subscription Agreement and these SaaS Terms have no right under the Contracts (Rights of Third Parties) Act 1999 (UK) to enforce or to enjoy the benefit of any term of this Agreement.

j) Assignment. We and Subscriber agree that our rights and obligations under the Subscription Agreement or these SaaS Terms may not be assigned, delegated, or otherwise transferred to a third party (that is, no transfers of a Subscription). Notwithstanding the foregoing, either us or Subscriber may transfer or assign its respective rights and delegate its respective obligations under a Subscription and these SaaS Terms to (a) an affiliate, subject to prior notice to the other party and provided that such affiliate has agreed to be bound by the terms and conditions of the Subscription Agreement and these SaaS Terms, or (b) a successor to all or substantially all of its business or assets relating to the Subscription Agreement or these SaaS Terms whether by sale, merger, operation of law, or otherwise, without the prior written consent of the other party but with prior notice, provided that such assignee or transferee has agreed to be bound by the terms and conditions of the Subscription Agreement and these SaaS Terms. Notwithstanding the foregoing, if the successor (or an affiliate of such successor) is a direct competitor of the other party, then the other party may terminate the Subscription(s) within 30 days of receipt of such notice.

k) Miscellaneous. A Subscription Agreement may be executed in any number of counterparts and by electronic means. All counterparts will be taken to constitute one agreement. Each party agrees to do all things and execute all deeds, instruments, transfers or other documents as may be necessary or desirable to give full effect to the provisions of these SaaS Terms and the Subscription Agreement. The rights, powers and remedies provided to a party in the Subscription Agreement or these SaaS Terms are in addition to, and do not exclude or limit, any right, power or remedy provided by law or equity or any agreement. If any part of the Subscription Agreement or these SaaS Terms are held invalid or unenforceable by a court of competent jurisdiction, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Any provision of the Subscription Agreement or these SaaS Terms that is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction only to the extent of the prohibition or unenforceability and does not invalidate the remaining provisions of the Subscription Agreement or these SaaS Terms nor does it affect the validity or enforceability of that provision in any other jurisdiction. No failure to exercise or delay in exercising any right, power, or remedy under the Subscription Agreement or these SaaS Terms operates as a waiver. A single or partial exercise or waiver of the exercise of any right, power, or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the party granting that waiver unless made in writing. A party will not be responsible for failures to fulfil any obligations due to causes beyond its reasonable control, including due to fire, lightning strike, flood, earthquake, meteor impact, or other natural disaster, sabotage, nuclear contamination, terrorism, pandemic, war, insurrection, utility failure, telecommunications failure, cloud provider failure, third party strike or work stoppage, civil riot, or extraterrestrial invasion (Force Majeure Events). The parties are independent contractors and nothing in the Subscription Agreement or these SaaS Terms creates a partnership, franchise, joint venture, agency, fiduciary, or employment relationship. Any translation of the Subscription Agreement or these SaaS Terms, or any part thereof, is done for local requirements or for convenience and, in the event of an inconsistency between the English and any non-English versions, the English version shall govern.

l) Rules of Interpretation. In the Subscription Agreement and in these SaaS Terms: (i) unless otherwise specified, any reference to clauses are references to clauses of the Subscription Agreement or these SaaS Terms, as the case may be; (ii) any reference to the singular shall also include the plural and vice versa; (iii) headings are for ease of reference only and shall not affect the interpretation or construction; (iv) references to “including,” “include,” or “includes” shall be construed as if they were followed by the words “without limitation”; (v) references to a “person” or “entity” includes an individual, body corporate (in whatever form wherever incorporated), unincorporated association, trust, or partnership (whether or not having separate legal personality), government, state, territory, or province, or agency of a state, territory, or province, or two or more of the foregoing; (vi) reference to a document or Law is a reference to that document or Law as amended or modified from time to time; (vii) references to a writing will be deemed to include any modes of reproducing words in a legible and non-transitory form, including electronic form; and (viii) references to “intellectual property rights” is to be construed in the broadest manner possible and includes all intellectual property rights of any nature in any relevant jurisdiction.

m) Third Party Software or Content. The Service may contain or utilise third party software or content that requires notices and/or additional terms and conditions. Such third party software or content notices and/or additional terms and conditions may be requested from us and are made a part of and incorporated by reference into these SaaS Terms. By accepting these SaaS Terms, you are also accepting the additional terms and conditions, if any, set forth therein.

Last updated: 1st October 2021 © 2021 Black Swan Data Ltd. All rights reserved.

Data Security and Privacy Addendum

This Data Security and Privacy Addendum (Addendum) is supplementary to and forms part of the SaaS Terms, including as amended from time to time.

By signing a Subscription Agreement or otherwise accepting the SaaS Terms, or by using or accessing the Service, Subscriber enters into this Addendum on behalf of itself and, to the extent required under Applicable Data Protection Laws, in the name and on behalf of its Authorised Affiliates if and to the extent Black Swan processes Personal Data for which such Authorised Affiliates qualify as Subscriber. Accordingly, for the purposes of this Addendum only, and except where indicated otherwise, the term Subscriber shall include Subscriber and its Authorised Affiliates.

In the course of providing the Service to Subscriber pursuant to the SaaS Terms, Black Swan Data Ltd (Black Swan) may process Personal Data on behalf of Subscriber and the parties agree to comply with the following provisions with respect to any Personal Data, each acting reasonably and in good faith.

1.  Application of this Addendum

This Addendum applies in addition to the SaaS Terms; and, despite anything to the contrary in the SaaS Terms, overrides and prevails over the SaaS Terms to the extent of any inconsistency.

1. Definitions

Unless the context otherwise requires, capitalised words in this Addendum have the same meaning as in the SaaS Terms. In addition, the following definitions apply in this Addendum unless the context requires otherwise:

Applicable Data Protection Laws means the Data Protection Act 2018 (UK) (the DPA), the GDPR, and all other applicable Laws that the Controller is subject to within the European Union and, to the extent applicable, the Laws of any other country, that relate to the privacy, protection, use or disclosure of Personal Data;

Attachment means the Attachment to this Addendum;

Auditor means any person that the Controller nominates in writing from time to time;

Authorised Affiliate means any of Subscriber’s Affiliate(s) that (a) is subject to the data protection laws and regulations of the European Union, the European Economic Area and/or their member states, and/or the United Kingdom, and (b) is permitted to use the Services pursuant to the Subscription Agreement between Subscriber and Black Swan, but has not signed its own Subscription Agreement;

Controller has the meaning given to that term in the GDPR or the DPA, as applicable;

Data Subject has the meaning given to that term in the GDPR or the DPA, as applicable;

Personal Data Breach has the same meaning as given to that term in the GDPR or the DPA, as applicable;

Processing has the same meaning as given to that term in the GDPR or the DPA, as applicable;

Processor has the meaning given to that term in the GDPR or the DPA, as applicable;

Relevant Data means any Personal Data that is received by, accessible by or made available to the Processor by or from the Controller (whether directly or indirectly) under or in connection with the SaaS Terms and/or the Service;

Sub-processor means any person (including any third party) appointed by or on behalf of Processor to process Relevant Data on behalf of the Controller in connection with the SaaS Terms and/or the Service; and

Supervisory Authority means the UK Information Commissioner.

1. Role of the Parties

The parties acknowledge and agree that with regard to the Processing of Personal Data, Subscriber is the Controller, Black Swan is the Processor and that Black Swan may engage Sub-processors under the procedure in clause 9 of this Addendum.

1. Mutual Privacy Obligations

Without limiting any other provision of this SaaS Terms, each party agrees in respect of any Personal Data it receives or has access to in connection with this SaaS Terms:

(a) to comply at all times with all Applicable Data Protection Laws in respect of all Relevant Data;

(b) to collect, use and disclose Personal Data only for the purpose for which it was disclosed to that party;

(c) to provide reasonable cooperation to the other party to resolve any complaint alleging a breach of the Applicable Data Protection Laws or by a third party seeking access to Personal Data in accordance with Applicable Data Protection Laws.

1. Processing of the Relevant Data

(a) Black Swan must:

(i) process Relevant Data only as is necessary for the purposes of delivering or performing the Service under the SaaS Terms and only:

(A) in accordance with the terms contained in the Attachment to this Addendum, which may be amended by Subscriber by notice in writing from time to time; or

(B) as otherwise instructed by Subscriber in writing, unless Black Swan is required to do otherwise by any Law to which Black Swan is subject, in which case Black Swan must notify Subscriber prior to undertaking such Processing (unless the making of such a notification is prohibited by applicable Law);

(ii) immediately inform Subscriber, in writing, if Black Swan considers that any written instructions in accordance with clause 5(a)(i) of this Addendum are or would be inconsistent with Applicable Data Protection Laws;

(iii) except as provided in clause 5(b) of this Addendum, provide Subscriber with prior written notice if it intends to hold or transfer the Relevant Data outside the United Kingdom and the European Union. For the avoidance of doubt, such notification should include the transfer mechanism that will be relied upon as a basis on which such a transfer would be permitted under the GDPR.

iv) warrant that its transfer mechanism referred to under 5(a)(iii) complies with all requirements and that it and its Sub-processor have signed appropriate Standard Contractual Clauses (as approved by the European Commission) for such transfers on behalf of Subscriber, which will be replaced by Black Swan within the applicable timeframe with the new ‘Standard Contractual Clauses for Processor to Processor’ after these have become final.

(b) Despite anything in this Addendum to the contrary, Black Swan is not required to provide prior written notice of a transfer of the Relevant Data to its cloud service providers that have agreed to appropriate Standard Contractual Clauses.

(c) Except as required by applicable Law, Black Swan must:

(i) not use Relevant Data for any purpose other than directly in relation to the performance of its obligations under the SaaS Terms;

(ii) not, and must ensure that its Personnel will not, sell, commercially exploit, let for hire, assign rights in or otherwise dispose of any Relevant Data; and

(iii) not make any Relevant Data available to a third party other than an approved Sub-processor and then only (i) to the extent necessary to enable the approved Sub-processor to perform its part of Black Swan’s obligations under this Addendum and the SaaS Terms and (ii) subject to the requirements of Clause 9.

1. Data Accuracy

Subscriber must assume responsibility for the accuracy, quality, and legality of the Relevant Data and the means by which Subscriber acquired the Relevant Data.

1. Data Security

(a) Black Swan must establish and maintain appropriate technical and organisational safeguards against the misuse, interference, destruction, loss or unauthorised access or disclosure or modification of the Relevant Data in the possession or control of Black Swan that:

(i) are consistent with and no less rigorous than those maintained by organisations similar to Black Swan engaged in security 'best practices' to secure that data (including a high level of IT security, physical security, and Personnel security); and

(ii) comply with all Applicable Data Protection Laws and any procedures notified from time to time to Black Swan by Subscriber concerning Subscriber’s data security requirements.

(b) Black Swan shall notify Subscriber without undue delay should it become aware of a security breach affecting Personal Data.

1. Deletion or return of the Relevant Data

Promptly after the termination or expiry of the SaaS Terms, Black Swan must, at the election of Subscriber:

(a) return all the Relevant Data to Subscriber;

(b) destroy all the Relevant Data, in a manner agreed to by Subscriber; and/or

(c) de-identify all the Relevant Data, in a manner agreed to by Subscriber, unless a Law binding on Black Swan prevents Black Swan from doing so as requested, in which case Black Swan agrees that it will continue to observe the terms of this Addendum for as long as it is required to retain the Relevant Data and, once Black Swan is no longer required to retain the Relevant Data, Black Swan will perform the action originally requested by Subscriber under this clause.

1. Sub-processors

(a) Subscriber provides a general authorisation to Black Swan to engage further Processors to process Personal Data. Black Swan shall provide Subscriber with a list of those Processors on request. Black Swan shall give Subscriber prior notice of any intended addition to or a replacement of those further Processors so that Subscriber may raise any objections that it may have within 10 Business Days of receiving the prior notice.

(b) In engaging such Sub-Processors, Black Swan:

(i) is not relieved of any of its liabilities or obligations under this Addendum and remains liable to Subscriber for the acts, defaults and neglect of any Sub-processor or any Personnel of the Sub-processor as if they were the acts, defaults or neglect of Black Swan; and

(ii) shall enter into a written contract with each Sub-processor that contains appropriate Standard Contractual Clauses; and

(iii) is responsible for the performance of each Sub-processor and ensuring the suitability for each Sub-processor for the Processing to be performed by that Sub-processor.

1. Rights of Data Subjects

Black Swan must:

(a) implement appropriate technical and organisational measures in order to assist Subscriber to comply with Subscriber's obligation to respond to requests to exercise Data Subject Rights under any Applicable Data Protection Laws in respect of the Relevant Data (Data Subject Request);

(b) promptly notify Subscriber if Black Swan receives a Data Subject Request;

(c) assist Subscriber to meet its obligation to respond to a Data Subject Request under Applicable Data Protection Laws

(d) provide the individual with access to any record of the Relevant Data following a request from an individual where a response is required to be made by Black Swan under Applicable Data Protection Laws, within the mandatory time limited that Subscriber is subject to.

If Subscriber, in its use of Services, does not have the ability to address a Data Subject Request:

(i) Black Swan must, upon Subscriber's request, provide commercially reasonable efforts to assist Subscriber in responding to such Data Subject Request; and

(ii) Subscriber will be responsible for any costs arising from Black Swan' provision of such assistance.

1. Personal Data Breach

(a) If Black Swan becomes aware, or believes or suspects, that a Personal Data Breach has or may have occurred in relation to any Relevant Data, Black Swan must:

(i) immediately notify Subscriber in writing and provide Subscriber with all known details relating to that actual or suspected Personal Data Breach;

(ii) cooperate and comply with all reasonable directions of Subscriber in relation to that actual or suspected Personal Data Breach;

(iii) promptly take all reasonable steps to rectify or remedy that actual or suspected Personal Data Breach where possible; and

(iv) cooperate with Subscriber in:

(A) the resolution of any complaint alleging a breach of the Applicable Data Protection Laws regarding the Relevant Data;

(B) assisting Subscriber to meet their obligation under clause 11(b) of this Addendum to notify the occurrence of the Personal Data Breach that affects or relates to Relevant Data to the Supervisory Authority and to affected Data Subjects, but only where Subscriber determines that such a notification would be required by Applicable Data Protection Laws; and

(C) any investigation by Subscriber or the Supervisory Authority or other competent data privacy authorities relating to the Personal Data Breach that affects or relates to Relevant Data.

(b) If Subscriber determines that notification of the Personal Data Breach would be required by Applicable Data Protection Laws, Subscriber will prepare a proposed statement in accordance with Applicable Data Protection Laws, obtain Black Swan' written approval to that statement and the method of notification for issuing such statement to affected Data Subjects and the Supervisory Authority, and, when such written approval is received, issue the statement to affected individuals and the Supervisory Authority on behalf of itself and Black Swan.

1. Data Protection Impact Assessments

Black Swan will provide Subscriber with reasonable assistance (including providing any reasonably necessary data or information) in relation to Subscriber:

(a) undertaking any data protection impact assessments that Subscriber reasonably considers would be necessary under or required by any Applicable Data Protection Law; and

(b) engaging in any required consultations with Supervisory Authority or other competent data privacy authorities that Subscriber reasonably considers to be required of Subscriber under Applicable Data Protection Laws.

Attachment to Data Security and Privacy Addendum

Details of Processing of the Relevant Data

1. Subject matter and duration of the Processing of the Relevant Data
 

Data including personal information (as set out in the SaaS Terms and Privacy Policy) required for the purposes of operating and providing access to the Services and enforcing the SaaS Terms

2. Nature and purpose of the Processing of the Relevant Data
 

Service access management; personalisation; seat licence management; enforcing SaaS Terms; collecting usage metrics; providing usage reports to Subscriber; improving the Service; responding to support requests; responding to feedback

3. Types of Relevant Data to be Processed
 

Data including an individual’s name and email address; times and hours of utilisation; IP address; MAC address; device information

4. Categories of Data Subjects to whom the Relevant Data relates
 

Authorised Users of the Service as determined/provided by Subscriber

5. Permitted Sub-processors that can be engaged to process the Relevant Data
 

Amazon Web Services (AWS); Microsoft Azure; Salesforce Cloud, Keycloak, Amplitude