Terms of Sale for Datafalk Credits and Subscriptions

Datafalk Inc. · Last updated: 28 October 2026 · Effective date: 28 October 2026

Article 1. Parties, subject matter and contractual documents

1.1. These terms of sale (the "Terms") govern the sale by Datafalk Inc., a corporation organised under the laws of the State of Delaware (United States of America), registered with the Delaware Division of Corporations under file number 10705991, with its address at 1272 S Governors Ave, Suite C, PO Box 1017, Dover, DE 19904, United States of America ("Datafalk"), of credits and subscriptions enabling self-service use of the Datafalk platform (the "Service") to generate supply chain maps (the "Maps") and to unlock the full version of company pages published on the Datafalk Atlas (the "Pages").

1.2. These Terms govern the whole of the self-service contractual relationship: registration, orders, payment, credits, subscriptions, performance of the services, access to deliverables, licence, confidentiality, warranties, liability, term and dispute resolution. The general terms of use of the Service published on datafalk.com (the "Terms of Use") apply to the self-service relationship only for matters that these Terms do not address. In the event of conflict, these Terms prevail, in all matters, for the self-service relationship.

1.3. The contractual documents are, in decreasing order of precedence: the special conditions negotiated and signed between the Customer and Datafalk, where applicable; the order summary accepted by the Customer, for the commercial characteristics of the offer; these Terms, of which the Refund Policy published on datafalk.com forms part; the Terms of Use. The Privacy Policy informs data subjects of the processing of personal data; it is not a contractual document and does not constitute an authorisation to use data.

1.4. A customer bound by a separate enterprise agreement, entered into with Datafalk Inc. or with Parallax 84 SAS as distributor, remains governed by that agreement. Purchases that such a customer makes in self-service from its account, where its offer so permits, are subject to these Terms for ordering, payment, Credits, delivery and refunds; the provisions of its enterprise agreement relating to confidentiality and personal data continue to apply to those purchases, unless that agreement expressly provides otherwise.

Article 2. Definitions

• "Subscription": a monthly or annual subscription to one of the Analyst or Pro offers, giving rise to the periodic allocation of Map Credits and Page Credits.
• "Customer": the legal person, or the natural person acting in a professional capacity, on whose behalf the account is opened and, where applicable, identified in the order summary.
• "Map Credit": a prepaid right to one Generation.
• "Page Credit": a prepaid right to one Unlock.
• "Credits": Map Credits and Page Credits, whatever their origin. According to their origin, a distinction is made between purchased Credits (bought individually or in a Pack), Subscription Credits and promotional Credits.
• "Unlock": making available to the Customer the full version of an identified Page.
• "Generation": the performance by the Service of a Map request on the basis of the scope specified by the Customer (a company and a product, or an entity and a material).
• "Deliverables": delivered Maps and unlocked Pages, together with their exports.
• "Pack": a bundle of Map Credits or Page Credits sold at a flat price.
• "Credit Register": the Credit account kept by Datafalk for each Customer, recording the Credits allocated, consumed, restored, refunded and expired.
• "Authorised User": a natural person authorised by the Customer to use the account, within the limits of the offer subscribed.

Article 3. Professional customers, Authorised Users and registration

3.1. The Service is reserved for persons acting for purposes relating to their trade, business, industrial, craft, professional or institutional activity, including associations and legal persons governed by public law acting within the scope of their functions. It is intended neither for consumers nor for legal persons not acting for professional purposes. By opening an account or placing an order, the natural person who acts represents that he or she acts for the professional purposes of the Customer, that he or she is authorised to bind the Customer and that the Customer does not act as a consumer.

3.2. Datafalk may request any reasonable evidence of the Customer's professional status, of the authority of the person who acts and of the billing information, and may refuse or cancel an order where such evidence is not provided, under the conditions of Article 6.4.

3.3. The Customer designates its Authorised Users within the limits of its offer, is responsible for their use of the account and for their compliance with these Terms, and informs Datafalk of any change. Each Authorised User has personal credentials; the sharing of the same credentials between several persons is prohibited. The Customer may request the administrative transfer of an access to another Authorised User of the same organisation.

3.4. The opening of an account, including without a paid order, is subject to acceptance of these Terms and of the Terms of Use by an affirmative action at registration, recorded under the conditions of Article 5.2. The holder of an account without a paid order is the Customer for the purposes of these Terms; it benefits from the promotional Credits of Article 4.5 and from the licence of Article 13 for the Deliverables obtained by means of them. Services provided without financial consideration are subject to Article 16.8.

Article 4. Offers, prices and taxes

4.1. The applicable offer is the one described in the order summary accepted by the Customer. As at the date of the last update of these Terms, the offers and their prices, exclusive of taxes and in euros, are as follows:

A Map Credit pays for a documented automated search, under the conditions of Article 8. That search may result in a report identifying no relationship; the Credit is then consumed once the agreed service has been performed.

4.2. Prices are exclusive of value added tax, of sales or use tax and of any other tax or duty. The total amount payable, including the taxes that Datafalk is required to collect, is displayed before the payment is confirmed.

4.3. The Customer provides accurate billing information, including the country and address of the establishment receiving the service and, where it has one, its value added tax identification number. Where the Customer is established in the European Union, provides a valid EU VAT identification number and the legal conditions for the reverse charge are met, in particular as regards the status of the Customer and the establishments involved in the service, Datafalk invoices under that regime and the invoice bears the corresponding statement. In other cases, Datafalk applies the tax regime required by the applicable rules or refuses the order. Where the Customer is established in the United States of America, sales taxes are added to the price in the States where Datafalk is required to collect them; in other cases, the Customer remains liable for any applicable use taxes. Each party bears the taxes for which it is legally liable.

4.4. Datafalk may change its prices and offers. Purchased Credits are invoiced at the price in force on the date of the order and retain, throughout their validity, the right of use described on that date; a subsequent change to the price list or to the consumption scale does not reduce that right. For a current Subscription, a change in price or content takes effect at the next renewal date, provided that the Customer was informed of it at least thirty days before that date; the Customer may stop the renewal before that date if it does not accept the change.

4.5. One Map Credit and one Page Credit are allocated on a promotional basis upon the opening of any account. A promotional Credit is valid for three months from its allocation, unless a different period is indicated at the time of allocation; it has no refundable value. Datafalk may change or discontinue this allocation for accounts opened subsequently.

Article 5. Orders and formation of the contract

5.1. Orders are placed online, from the Customer's account, through the payment service provider Stripe. Before payment, the Customer checks the order summary, which states the seller, the offer, the price, the currency, the applicable taxes, the number and type of Credits, their period of validity, the accumulation and carry-over rules, the nature of the service paid for by a Map Credit as described in Article 4.1 and, for a Subscription, its term, the amount charged, the billing frequency, the next renewal date, its automatic renewal and the means of ending the renewal. The Customer may correct its order until the payment is confirmed.

5.2. The Customer accepts these Terms and the Terms of Use by a separate affirmative action at registration and before the confirmation of each payment. The accepted texts are accessible and downloadable from the registration page and the order page; a durable copy is attached to the order confirmation or accessible from the account. Datafalk retains the version of the accepted texts, the timestamp of acceptance, the identification of the account and, where applicable, the order reference.

5.3. The contract of sale is formed when Datafalk confirms the order after receiving confirmation of payment. Datafalk sends the Customer a confirmation setting out the characteristics of the order, together with the invoice.

5.4. The Customer provides accurate and complete information and keeps it up to date.

Article 6. Payment, non-payment and refusal of orders

6.1. The price is payable in full at the time of the order for Credits and Packs, and at each billing date for Subscriptions. Purchased Credits are entered in the Credit Register upon receipt of the payment confirmation transmitted by Stripe. Datafalk does not have access to the full details of the Customer's payment method, which are processed by Stripe.

6.2. The Subscription is paid in advance, monthly or annually according to the billing frequency chosen. The Customer authorises each instalment to be charged to the payment method on file.

6.3. If payment of an instalment fails, Datafalk informs the Customer and may suspend the allocation of Subscription Credits and the services of the Subscription until the arrears are settled. If the instalment remains unpaid fifteen days after that information, Datafalk may terminate the Subscription. Suspension and termination affect neither purchased Credits nor access to Deliverables already paid for, except in the case of fraud, risk to the security of the Service or legal prohibition.

6.4. Datafalk may refuse an order, or cancel it before its performance, where there are serious indications of fraud, where evidence requested under Article 3.2 is not provided, where Article 18.4 is not complied with or where the law so requires; sums received for services not performed are then refunded, unless there is a legal obligation to freeze the funds. The suspension and closure of an account for breach are subject to the safeguards of Article 10.5, which applies to any account, with or without a Subscription; immediate suspension remains possible, to the extent necessary, in the event of a serious risk of fraud, of a threat to the security of the Service or of legal prohibition.

Article 7. Credits

7.1. Nature. A Credit is a prepaid right to a specified service provided through the Service. Credits may be used exclusively on the Service, under the conditions of the offer subscribed. They are attached to the Customer's account, non-assignable, not transferable to another Customer, not convertible into cash other than in the cases of refund provided for in these Terms or by law, and may be neither resold nor shared. The entry of a Credit in the Credit Register does not constitute delivery of a Map or a Page.

7.2. Validity of purchased Credits. Credits purchased individually or in a Pack are valid for twelve months from their entry in the Credit Register, subject to any longer period required by a mandatory provision applicable to the Customer. Their expiry date is indicated before purchase and in the account; a reminder is sent to the Customer thirty days before expiry. Where an incident attributable to Datafalk prevents use of the Service for more than twenty-four consecutive hours, the validity of purchased Credits is extended by an equivalent period. Credits, whatever their origin, whose expiry falls during an unavailability of the Service attributable to Datafalk remain usable for seven days after the Service is restored. Credits not consumed at expiry are forfeited, without refund or compensation.

7.3. Subscription Credits. Subscription Credits are entered in the Credit Register on each monthly anniversary of the date on which the Subscription took effect, whether payment is monthly or annual; where the month has no corresponding day, the allocation takes place on the last day of the month. Subscription Map Credits accumulate up to a limit of three for the Analyst offer and six for the Pro offer; the monthly allocation is reduced to the extent necessary where the balance of Subscription Map Credits reaches that cap, and the fraction not allocated is not carried over. Purchased Credits do not count towards that cap. Subscription Page Credits are allocated each month at the quota of the offer; the unused balance expires at the next allocation. Subscription Credits still available expire at the effective end of the Subscription.

7.4. Promotional Credits. Promotional Credits are governed by Article 4.5 and by the conditions indicated at the time of their allocation.

7.5. Order of consumption. Credits are consumed in order of nearest expiry date; where expiry dates are the same, promotional Credits are consumed before Subscription Credits, which are themselves consumed before purchased Credits.

7.6. Credit Register. The Credit Register records, for each operation, its date, its nature, its reason and the reference of the request or order concerned. It can be consulted from the account. It constitutes evidence between the parties unless proven otherwise; Datafalk corrects any established error.

7.7. Quotas and prohibited uses. The Customer may use all of the Credits and quotas of its offer for authorised uses. The following are prohibited: the sharing of credentials between several persons and access to the account by any person other than an Authorised User; the automated extraction of Pages or Maps, by bot, script or any other means; the circumvention of the technical limits of the Service; the building of a competing database or service from the Service; the resale, rental or making available of the Service to third parties. The technical limits of the offer, including the number of simultaneous requests and their rate, are indicated in the offer. Datafalk may suspend access or allocations in the event of prohibited use, under the conditions of Articles 6.4 and 10.5; immediate suspension remains possible, to the extent necessary, in the event of a serious risk to the security of the Service.

Article 8. Generation and Unlock

8.1. Triggering. When the Customer triggers a Generation or an Unlock, the Service displays the scope of the request, the number and type of Credits consumed, the indicative delivery time and the maximum delivery time, and restates the rules of Article 8.3. The Credit is debited upon triggering.

8.2. Delivery of a Map. Datafalk uses reasonable means of research, matching and structuring, through automated processing of publicly available sources, to establish the Map. A Map is delivered when it is made available in the Customer's "My maps" area with the following elements: the identification of the entity and scope requested; the date of the Generation; the relationships identified, each accompanied by its source and its confidence level as defined in the attached warning; a research report indicating the sources consulted and the limitations encountered; a readable and exportable format.

8.3. Result of the search. Datafalk guarantees neither a minimum number of relationships or tiers, nor the identification of the origin of a material or component, nor that each relationship is current, the result depending on the information publicly available on the date of the Generation. A Map identifying few relationships, or none, is delivered once it contains the elements of Article 8.2; the research report then constitutes the deliverable. The Customer is so informed when purchasing Credits and before each triggering.

8.4. Delivery of a Page. A Page is delivered when its full version, consistent with the description presented before the Unlock, is actually accessible to the Customer. The Service notifies the Customer, before any debit, that a Page is already unlocked; repeated access to an unlocked Page gives rise to no further debit.

8.5. Time limits. The indicative delivery time and the maximum delivery time are indicated before triggering. If the Map is not delivered on expiry of the maximum delivery time, the Customer may cancel the request from its account; the Credit is then restored to it. Where, for the same request, processing has failed or the maximum delivery time has been exceeded three times, the Customer may, instead of a further attempt, obtain a refund of the Credit concerned under the conditions of the Refund Policy.

8.6. Failure and non-conformity. Where processing fails before completion for a cause attributable to the Service, or where the Unlock is not performed, the Credit is automatically restored to the Credit Register. A Map that relates to an entity other than the one requested, that is truncated by a technical error or that does not contain the elements of Article 8.2, as well as a Page whose full version is not accessible, is not delivered: the Customer reports it and Datafalk carries out, without further debit, a correction or a new performance under the conditions of the Refund Policy. The Customer's mere disagreement with a conclusion resulting from a search performed in accordance with Article 8.2 does not constitute a non-conformity. By contrast, the following constitute a non-conformity: a cited source that does not exist or does not describe the relationship it is supposed to support, a confidence level assigned contrary to its definition, and a discrepancy between the scope processed and the scope requested. These objective defects also apply to unlocked Pages, with regard to their announced content and the date of their information.

8.7. Restored Credits. A restored Credit retains its original expiry date or remains valid for thirty days from its restoration if that period is more favourable, including after the end of the Subscription and outside the accumulation cap.

Article 9. Access to Deliverables, exports and availability

9.1. Delivered Maps and unlocked Pages remain accessible from the account, without further consumption of Credits, for as long as the account is open and the Service is provided, subject to Articles 9.3 and 17. The delivered version remains available for consultation. Datafalk may offer updated versions; this option does not constitute a commitment to continuous monitoring.

9.2. The Customer may export its Deliverables from its account in the formats offered by the Service. Exports bear the statement provided for in the warning.

9.3. Datafalk may withdraw or restrict access to a Deliverable, or to part of it, where the law so requires, in particular to protect the rights of a third party or to grant a well-founded request from a data subject. It informs the Customer to the extent permitted. If the withdrawal deprives the Customer of the substance of a paid service, the Credit consumed for that service is refunded at the price actually paid or, if it was a Subscription Credit, an equivalent Credit is restored. A Subscription Credit is restored only if the Customer can actually use it for an equivalent service; where such use is impossible because of Datafalk, because of the closure of the account without breach by the Customer or because of the discontinuation of the Service, a proportionate reduction or refund of the affected service is granted, taking into account the price actually paid and the utility already provided, without applying the price of individual Credits and without double refund.

9.4. Datafalk endeavours to keep the Service accessible at all times, without guaranteeing uninterrupted availability. Planned maintenance operations are announced where possible.

Article 10. Subscriptions

10.1. The Subscription takes effect on the date indicated in the order confirmation, for a monthly or annual period. It renews automatically for a period of the same duration, at the price and on the conditions in force duly notified, unless the Customer stops the renewal before the renewal date. The account indicates the date, time and time zone of the renewal date.

10.2. Datafalk sends the Customer, at least seven days before each annual renewal, a reminder indicating the renewal date, the amount of the next charge and the means of stopping the renewal. For monthly Subscriptions, the renewal date and the means of stopping the renewal are indicated at all times in the account and restated in each receipt. Any mandatory notice period or form of notice applicable to the Customer is complied with in addition to this reminder.

10.3. The Customer may stop the renewal at any time from its account; a dated confirmation is sent to it. The Subscription continues until the end of the paid period, with the scheduled allocations; the current period is neither interrupted nor refunded by reason only of the renewal being stopped, subject to the remedies for non-performance provided for in these Terms and to mandatory rights. Stopping the renewal does not close the account, does not affect purchased Credits and leaves the Deliverables accessible in accordance with Article 9. The Customer is reminded of what happens to Subscription Credits before confirming that the renewal is stopped.

10.4. An upgrade to a higher offer takes effect immediately; the summary presented before acceptance indicates the price adjusted pro rata to the remaining period, the Credits added and the next renewal date. A downgrade to a lower offer takes effect at the next renewal date. No change of offer retroactively reduces purchased Credits.

10.5. Datafalk may terminate the Subscription or close the account, with or without a Subscription, in the event of a material breach of these Terms by the Customer that is not remedied fifteen days after a formal notice specifying the alleged facts. Immediate termination or closure is reserved for breaches that cannot be remedied, fraud, threats to the security of the Service attributable to the Customer, unlawful use and cases where the law prohibits the continuation of the Service; in those cases, Datafalk may immediately suspend access to the extent necessary. The consequences of closure for Credits and Deliverables are set out in Article 17.4.

Article 11. No right of withdrawal and refunds

11.1. As the offers are reserved for professionals, no contractual right of withdrawal is granted. If a mandatory provision nevertheless granted the Customer a right of withdrawal, that right is exercised under the conditions of that provision, and the following provisions apply to the extent that it so permits:

(a) the Unlock of a Page constitutes the supply of digital content not supplied on a tangible medium; by triggering it before the expiry of the withdrawal period, the Customer gives its prior express consent to immediate performance and acknowledges that it loses its right of withdrawal for that Unlock;

(b) the Generation of a Map constitutes a service; by triggering it before the expiry of the withdrawal period, the Customer expressly requests its immediate performance and acknowledges that it will lose its right of withdrawal for that Generation once the Map has been delivered in accordance with Article 8.2; if it withdraws before delivery, the request is cancelled and the Credit is restored to it;

(c) the Subscription constitutes a service; by expressly requesting, at the time of the order, that the Subscription take effect immediately, the Customer agrees to pay, if it withdraws, the part of the price corresponding to the period elapsed up to its withdrawal.

Datafalk confirms these requests and acknowledgements on a durable medium with the order or triggering confirmation. Unconsumed Credits and Subscription periods that have not begun remain subject to the regime of that right. The restoration of a Credit following the cancellation of a request does not replace the refund due upon the exercise of a statutory right of withdrawal in respect of the order concerned. No sum is retained on account of performance having begun where the legal conditions of express request and prior information are not met. The consumption of a Credit does not constitute a waiver in respect of the whole of a Pack or a Subscription.

11.2. Credits, Packs and Subscription instalments are not refundable for a mere change of mind. The cases and procedures for refunds are set out in the Refund Policy, which forms part of these Terms: restoration of the Credit in the event of technical failure; correction or new performance in the event of non-conformity; refund of the unperformed service where correction is impossible or unsuccessful, in the event of repeated failures or lasting impossibility of performance; refund of sums wrongly charged; refund of the unperformed part in the event of discontinuation of the Service or closure decided by Datafalk without breach by the Customer.

Article 12. Nature of the Deliverables and use by the Customer

12.1. Maps and Pages are open-source intelligence products established by automated processing, with the assistance of artificial intelligence systems, from publicly available sources, without systematic human validation. Each relationship carries its source and a confidence level defined in the warning attached to the Deliverables. The Deliverables are dated, non-exhaustive, and may contain errors, omissions or information that has become outdated.

12.2. The Deliverables provide research information. They constitute neither advice, nor an audit, nor a certification, nor a guarantee of regulatory compliance, and do not replace the Customer's own due diligence. The Customer determines whether the Service suits its needs and verifies material information before any decision. This allocation of responsibilities does not release Datafalk from the commitments expressly made in these Terms.

12.3. The Customer does not use the Deliverables to make, in respect of a natural person, a decision which produces legal effects concerning that person or similarly significantly affects that person, without human intervention and independent verification.

Article 13. Intellectual property and licence

13.1. Datafalk and its licensors retain all rights they hold in the Service, the Credit Register, the Maps, the Pages, the graphs, the databases, their structure, selection and presentation, including the rights of the maker of a database. No exclusive right is claimed in raw facts or public-domain elements taken in isolation. Third-party content cited in the Deliverables remains subject to its holders' rights.

13.2. Subject to payment of the price where due, Datafalk grants the Customer a non-exclusive, non-transferable and non-assignable licence to use the Deliverables for its internal business purposes. The Customer may communicate them to its Authorised Users and, to the extent necessary for those purposes, to its advisers and service providers bound by confidentiality, as well as to the companies of its group where the offer so provides. The Customer is responsible for compliance with the licence by the persons to whom it gives access.

13.3. The following are prohibited without Datafalk's written consent: the resale, rental, redistribution or publication of the Deliverables or of the database; making them available to third parties other than those referred to in Article 13.2; the extraction or reuse of a substantial part of the database; the use of the Deliverables to build, train or enrich a competing database or system; the removal of source references, dates and the warning.

By way of exception, a Customer that provides consulting services may deliver to its own clients extracts of the Deliverables incorporated into its own analyses, provided that it retains the source references, dates and the warning, delivers no Deliverable in its entirety or in a form permitting its stand-alone reuse or the extraction of the database, and does not give access to the Service. The Customer is responsible for compliance with these limits by its own clients.

13.4. The licence attached to exports obtained during the term of the contract survives the closure of the account for the uses authorised in Articles 13.2 and 13.3, subject to Article 9.3 and to the prohibitions in Article 13.3. Closure of the account gives access neither to the Service nor to updates.

13.5. The Customer retains its rights in the information it provides and authorises Datafalk to use it to perform the contract.

Article 14. Confidentiality and reuse of results

14.1. Confidential information means, for each party, information identified as confidential or whose confidential nature is reasonably apparent from the circumstances and, for the Customer, the association between its identity and its research, its history of requests and Unlocks, and the non-public documents or information it provides. The public character of a company, product or material name does not make public the existence of research by the Customer on that subject.

14.2. Each party protects the other party's confidential information with reasonable care, uses it only to perform the contract and discloses it only to the persons and service providers who need it and are bound by equivalent obligations. Information already lawfully known to the recipient, which has become public without its fault, is lawfully received from a third party or is independently developed is not confidential. Disclosures required by law or by an authority are limited to what is necessary, with prior notice to the other party where permitted.

14.3. Maps are established from publicly available sources. Datafalk may incorporate into its knowledge base and into the Atlas the relationships, facts and sources identified in the course of a Generation, and reuse them for the benefit of all its customers and of the public, provided that it reveals neither the identity of the Customer, nor the existence or content of its requests, nor information from which they could reasonably be deduced. The Customer's non-public documents and information are neither incorporated into the common knowledge base nor published without its written consent.

14.4. Datafalk does not use the Customer's confidential information to train shared artificial intelligence models. The artificial intelligence providers Datafalk uses to perform requests are bound by contract not to use the data transmitted to them to train their models; their categories are listed in the Privacy Policy.

14.5. A Customer that wishes the results of its Generations not to be incorporated into the common knowledge base subscribes to an enterprise offer providing for it.

14.6. The obligations of this Article continue for five years after the end of the contract and, for trade secrets, for as long as the conditions of their legal protection are met.

Article 15. Personal data

15.1. The personal data of Authorised Users and of persons who contact Datafalk are processed by Datafalk Inc. and by Parallax 84 SAS, a company of the Datafalk group established in France which operates the Service, as joint controllers, under the conditions of the Privacy Policy, which describes the allocation of their roles and the single point of contact. The Customer brings that policy to the attention of its Authorised Users.

15.2. The Customer enters into the Service only the information necessary for its requests and does not introduce into it any sensitive data within the meaning of the applicable regulations.

15.3. The Deliverables may contain information relating to natural persons drawn from publicly available sources, such as directors or representatives. The Customer processes that information for its own purposes as a controller, in compliance with the regulations applicable to it.

Article 16. Warranties and liability

16.1. DATAFALK UNDERTAKES TO PROVIDE THE SERVICE IN ACCORDANCE WITH THESE TERMS, WITH THE CARE OF A REASONABLE PROFESSIONAL. GIVEN THE NATURE OF THE SOURCES AND OF THE AUTOMATED PROCESSING, DATAFALK GUARANTEES NEITHER THE COMPLETENESS, ACCURACY OR CURRENCY OF THE DELIVERABLES, NOR THE IDENTIFICATION OF ALL RELATIONSHIPS, NOR THE ACHIEVEMENT OF ANY ECONOMIC, OPERATIONAL OR REGULATORY RESULT. TO THE EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE EXCLUDED. THESE EXCLUSIONS DO NOT AFFECT THE EXPRESS COMMITMENTS OF DELIVERY, CORRECTION, RESTORATION, REFUND, CONFIDENTIALITY AND DATA PROTECTION PROVIDED FOR IN THESE TERMS.

16.2. Datafalk is not responsible for decisions made by the Customer on the basis of the Deliverables, for their interpretation or for the use made of them, without prejudice to any breach attributable to Datafalk.

16.3. SUBJECT TO ARTICLE 16.5, THE TOTAL LIABILITY OF DATAFALK IN RESPECT OF THE SELF-SERVICE RELATIONSHIP, ON ANY GROUND WHATSOEVER, FOR ALL EVENTS GIVING RISE TO LIABILITY THAT OCCUR DURING THE SAME TWELVE-MONTH PERIOD, IS LIMITED TO THE GREATER OF THE FOLLOWING TWO AMOUNTS: THE AMOUNT, EXCLUSIVE OF TAXES, ACTUALLY PAID BY THE CUSTOMER TO DATAFALK IN RESPECT OF THE SELF-SERVICE RELATIONSHIP DURING THE TWELVE MONTHS PRECEDING THE FIRST OF THOSE EVENTS; THE PRICE, EXCLUSIVE OF TAXES, ACTUALLY PAID FOR THE ORDER GIVING RISE TO THE DAMAGE, EVEN IF THAT PAYMENT PRECEDES THAT PERIOD. RELATED EVENTS GIVING RISE TO LIABILITY ARE ATTRIBUTED TO THE PERIOD OF THE FIRST OF THEM. THE RESTORATIONS OF CREDITS AND THE REFUNDS PROVIDED FOR IN THESE TERMS ARE NOT DAMAGES AND ARE NOT COUNTED AGAINST THIS CAP.

16.4. DATAFALK IS NOT LIABLE FOR INDIRECT DAMAGES NOR, WHETHER DIRECT OR INDIRECT, FOR LOSS OF REVENUE, PROFIT, SAVINGS, BUSINESS, OPPORTUNITY OR REPUTATION. THIS EXCLUSION DOES NOT APPLY TO PROVEN DIRECT DAMAGES RESULTING FROM A BREACH OF ARTICLE 14, WHICH REMAIN SUBJECT TO THE CAP OF ARTICLE 16.3 OR ARTICLE 16.8 AND TO ARTICLE 16.5.

16.5. The limitations and exclusions above do not apply in the event of fraud or wilful misconduct (dol) or gross negligence on the part of Datafalk, to bodily injury, or to any liability that a mandatory provision prohibits limiting. They do not affect the rights of data subjects or the powers of authorities.

16.6. The Customer indemnifies Datafalk against third-party claims arising from a use of the Deliverables or the Service contrary to these Terms, from unlawful information it provides or from its infringement of third-party rights, and bears the reasonable costs and any amounts awarded as a result, provided that it is informed of the claim without delay, that it is able to conduct the defence and that Datafalk does not settle on its behalf without its consent; this indemnity does not cover the part of the damage caused by Datafalk.

16.7. Neither party is liable for a failure caused by an event beyond its reasonable control, unforeseeable at the time the contract was entered into and whose effects cannot be avoided by appropriate measures, for the duration of that event. The unavailability of a service provider or a security breach constitutes such an event only if those conditions are met; otherwise, the remedies of these Terms apply. Where such an event permanently prevents the performance of a paid service, that service is terminated and its unperformed part is refunded.

16.8. Services provided without financial consideration, including the use of an account without a paid order and promotional Credits, are provided "as is". Subject to Article 16.5, Datafalk's liability in respect of them is limited to 250 euros per twelve-month period. The absence of charge does not remove Datafalk's express commitments, in particular as to confidentiality, security and respect for the rights of individuals. Credits allocated under a paid offer do not constitute free services.

Article 17. Account, inactivity, closure and discontinuation of the Service

17.1. The Customer may close its account from its settings. Before closure, the Service informs it of the loss of unconsumed Credits, of the end of online access to the Deliverables and of the need to export them before closure. Voluntary closure results in the loss of unconsumed Credits without refund or compensation, without prejudice to any refund due under the Refund Policy for a service not performed before closure. Closure ends the renewal of the Subscriptions attached to the account; no instalment is charged after closure takes effect, and sums already due remain payable. Stopping the renewal of a Subscription, or a request for access to or rectification of personal data, does not constitute closure of the account.

17.2. An account with no login for twenty-four months, with no current Subscription and no purchased Credit still valid, may be closed by Datafalk thirty days after a warning sent to the Customer, who may prevent closure by logging in and may export its Deliverables during that period. This Article constitutes the specific regime for closure for inactivity; the notice period of Article 17.3 does not apply to it.

17.3. If Datafalk closes an account or discontinues the Service, in whole or in part, without breach by the Customer, it informs the Customer at least sixty days in advance, except in case of legal obligation or justified urgency, allows the Customer to export its Deliverables during that period, and refunds the unconsumed purchased Credits, at the price actually paid, together with the unperformed part of the Subscription. Making available an export of the full version of a Deliverable satisfies the obligation to provide access to that Deliverable; where such an export is not possible, the Credit consumed for that Deliverable is refunded at the price actually paid.

17.4. In the event of a breach not remedied at the end of the formal notice provided for in Article 10.5, Datafalk gives notice of closure, which takes effect fifteen days after that notice; during that period, access to the account is limited to the export of Deliverables. The closing statement of account distinguishes: the services performed, which remain payable; the prepaid unperformed part of the Subscription and the unconsumed purchased Credits, refunded at the price actually paid in accordance with the Refund Policy, less, by way of set-off, the sums that Datafalk demonstrates are owed to it on account of the breach; and the Subscription Credits and promotional Credits, which are forfeited.

In the event of established fraud, threat to the security of the Service or unlawful use attributable to the Customer, Datafalk may close the account without notice; access ends immediately, without any export period. Datafalk then retains, under a liquidated damages clause (clause pénale under Article 1231-5 of the French Civil Code), the price actually paid for the unconsumed purchased Credits, calculated in accordance with the Refund Policy, together with the prepaid unperformed part of the Subscription; Subscription Credits and promotional Credits are forfeited and are not included in that amount. Datafalk notifies the Customer of the facts relied upon and of the statement of account for the liquidated damages. Mere suspicion or a precautionary suspension is not sufficient to trigger them. The enforceability and judicial adjustment of the liquidated damages are subject to Article 1231-5 of the French Civil Code; additional compensation may relate only to a loss distinct from the one they cover. In the event of closure required by law, Article 17.3 applies.

Article 18. Miscellaneous provisions

18.1. Amendments. Datafalk may amend these Terms. Purchased Credits remain governed by the Terms accepted at the time of their acquisition. For a Subscription, the amended version applies from the renewal date following its notification, such notification being given at least thirty days before that renewal date; failing such notice, an amendment unfavourable to the Customer applies at the subsequent renewal date. An amendment required by law or necessary for the security of the Service may take effect without delay, to the extent necessary.

18.2. Assignment. The Customer may not assign the contract without Datafalk's written consent. Datafalk may assign the contract to a company of its group or to its successor, provided that the assignee assumes its obligations; the Customer is informed of the assignment.

18.3. Language. These Terms are drafted in English. A French translation is provided for the convenience of Customers; in the event of any discrepancy, the English version prevails. Both versions are accessible from the registration and order pages.

18.4. Sanctions and export controls. The Customer represents that it is not, and is not owned or controlled by, a person targeted by economic or financial sanctions of the United States of America, the European Union, the United Kingdom or the United Nations, that it is not established in a territory subject to a comprehensive embargo, and that it does not use the Service in violation of applicable sanctions and export control regulations.

18.5. Entire agreement and severability. The documents referred to in Article 1.3 constitute the entire agreement of the parties on the self-service relationship. If a provision is held void or unenforceable, the remaining provisions remain in effect and the provision concerned is replaced, to the extent permitted by law, by a valid provision whose effect is as close as possible to that intended by the parties. A party's failure to invoke a breach does not constitute a waiver of its right to invoke it subsequently.

18.6. Evidence. Datafalk's computer records, kept under reasonable conditions of security and integrity, are admissible as evidence of orders, acceptances, operations and communications, unless proven otherwise.

Article 19. Governing law and dispute resolution

19.1. These Terms and any order are governed by French law, to the exclusion of its conflict-of-laws rules and of the United Nations Convention on Contracts for the International Sale of Goods, without prejudice to applicable mandatory provisions.

19.2. The parties seek an amicable solution for thirty days from the written notification of a dispute. That process does not prevent urgent or protective measures and does not interrupt limitation periods.

19.3. Failing an amicable settlement, any dispute relating to the formation, interpretation or performance of these Terms or of an order is submitted to the exclusive jurisdiction of the competent courts of Paris, France, including in the event of multiple defendants or third-party proceedings, subject to any mandatory provisions to the contrary. Either party may apply to any competent court for interim or protective measures.

19.4. SUBSIDIARY PROVISIONS APPLICABLE BEFORE A COURT OF THE UNITED STATES OF AMERICA. IF, NOTWITHSTANDING ARTICLE 19.3, A DISPUTE IS BROUGHT BEFORE A COURT OF THE UNITED STATES OF AMERICA, EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY THE LAW OF THE FORUM, WAIVES TRIAL BY JURY AND AGREES THAT ANY ACTION IS BROUGHT IN ITS INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS, COLLECTIVE OR REPRESENTATIVE ACTION. EACH OF THESE TWO WAIVERS IS INDEPENDENT OF THE OTHER AND OF THE OTHER PROVISIONS OF THIS ARTICLE; ITS UNENFORCEABILITY, IF ANY, DOES NOT AFFECT THEM.

Article 20. Contact

Datafalk Inc., 1272 S Governors Ave, Suite C, PO Box 1017, Dover, DE 19904, United States of America. Orders: orders@datafalk.com. Billing and refunds: billing@datafalk.com. Legal questions: legal@datafalk.com. Personal data: privacy@datafalk.com. Reporting a security incident: security@datafalk.com. Correspondence address in France: Datafalk, 9 rue des Colonnes, 75002 Paris, France, at the registered office of Parallax 84 SAS, a Datafalk group company; this address is a correspondence address and not the registered office of Datafalk Inc.