1. DEFINITIONS

For the purposes of this Agreement, the following capitalized terms shall have the meanings set forth below. Other capitalized terms used in the body of this Agreement shall have the meanings assigned in context.

“Agreement” means these Terms and Conditions, together with any applicable Order Form, invoice, Privacy Policy, Data Processing Addendum (DPA), or other document expressly incorporated by reference, as amended from time to time.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where “control” means ownership of more than 50% of voting interests.

“AI System” means any application, software, platform, or model that generates outputs such as content, recommendations, predictions, or analysis using machine learning, deep learning, or other forms of artificial intelligence, including large language models (LLMs), generative AI, or similar tools.

“Authorized Reseller” means any third party explicitly authorised by Netraon to promote, sell, or distribute the Services, acting as a billing or delivery partner. This may include Merchants of Record or affiliate partners who have been formally approved by Netraon.

“Authorized User(s)” means individuals who are authorized by the Customer to access the Services under this Agreement, including the Customer’s employees, officers, or independent contractors acting solely on behalf of the Customer and under confidentiality obligations no less protective than this Agreement.

“Checkout” means the digital process used by the Customer to confirm and pay for the Services, whether on Netraon’s website or through a third-party Merchant of Record, including any confirmation screens or summary pages.

“Claim” means any third-party allegation, demand, lawsuit, proceeding, or other legal action asserted against an Indemnified Party arising from or related to the subject matter of this Agreement.

“Comments” means written annotations, highlights, notes, or other inputs saved by Authorized Users within the Services, where such functionality is provided.

“Confidential Information” means any non-public, proprietary, or sensitive information disclosed by one Party to the other in connection with this Agreement, whether in written, oral, electronic, or other form, including but not limited to pricing, technical data, trade secrets, business processes, user credentials, unpublished insights, report methodologies, and any information marked as confidential or that should reasonably be understood to be confidential given the circumstances of disclosure.

“Content” means any research, report, dataset, chart, infographic, visual, insight, analysis, or other information made available by Netraon as part of the Services, whether published directly by Netraon or lawfully licensed from a third party.

“Customer” means the individual or legal entity purchasing or accessing the Services, as identified in the Order Form or checkout confirmation.

“Deficiency Threshold” has the meaning set forth in Section 7.4 and refers to the duration beyond which Service failure triggers a credit or refund remedy.

“Derived Works” means original summaries, internal presentations, dashboards, or charts created by the Customer based on Content, that do not substantially replicate or substitute for Netraon’s original format or function.

“Download Limit” means the maximum number of downloads, exports, or copies of Content permitted under the Customer’s license, as specified at the time of purchase, in the Order Form, or within the Platform interface. Download Limits may vary by license tier or product type.

“Fee(s)” means all amounts payable by the Customer for the Services, as stated in the applicable Order Form, invoice, or checkout screen, excluding applicable taxes unless otherwise stated.

“Indemnified Party” means a Party and its respective officers, directors, employees, affiliates, agents, successors, and permitted assigns entitled to indemnification under this Agreement.

“Indemnifier” means the Party obligated to provide indemnification under this Agreement.

“IP Rights” means any intellectual property or proprietary rights, including but not limited to patents, copyrights, trademarks, trade secrets, database rights, moral rights, confidential information, and know-how, recognized in any country or jurisdiction in the world. This includes (without limitation) any such rights licensed to a Party with sublicensing rights; any registrations, applications, or disclosures related to the foregoing; and the right to enforce or seek remedies for any present or past violation, infringement, or misappropriation of the foregoing.

“Licensee” means the Customer, or any person or entity granted rights to access, use, or download Netraon’s Content or Services under this Agreement or related license.

“Merchant of Record” means any third-party entity authorised by Netraon to process payments, issue invoices, or deliver the Services on Netraon’s behalf, such as Polar, Gumroad, Lemon Squeezy, or similar platforms.

“Netraon” means Netraon Ltd, a company incorporated under the laws of Mauritius, or its affiliates or authorized resellers acting on its behalf.

“Order Form” means the written or digital document, invoice, or checkout page used by the Customer to purchase Services from Netraon, whether directly or via an authorised third-party merchant of record. It includes any summary of purchased items, quantities, applicable Fees, access conditions, and jurisdictional tax details.

“Party” or “Parties” means individually Netraon or the Customer, and collectively both.

“Platform” means any software interface, hosted environment, portal, website, or digital product used to deliver the Services to the Customer.

“Precis” means a concise, non-commercial excerpt or summary of Netraon Content used in accordance with Section 3.3 and attributed clearly to Netraon.

“Reuse Models” means any special licensing arrangement, such as co-branded publications, white-label deliverables, or extended reuse rights that allow Content to be shared beyond internal users under agreed conditions.

“Services” means the access, download, or use of Netraon’s reports, content, dashboards, data visualizations, insights, platform tools, or other deliverables as made available for purchase or access under this Agreement.

“Start Date” and “End Date” mean the dates on which the Customer’s license or access to the Services begins and ends, respectively, as specified in the applicable Order Form, invoice, or confirmation notice.

“Subscription” means a time-limited license or access arrangement to one or more Services that may renew automatically unless cancelled in accordance with this Agreement.

“Term” means the duration of license or service period as specified at the time of purchase or as otherwise defined in Section 10.

“Territory” means the jurisdiction(s) in which the Customer is authorized to use the Services, based on billing or operational location at the time of purchase, or as stated in the Order Form.

“Third-Party Platform” means any merchant of record, payment processor, file delivery system, or distribution partner through which Netraon delivers the Services, including but not limited to Polar, Gumroad, or Lemon Squeezy.

“User-Generated Content” means any content or data inputted by the Customer or Authorized Users into the Platform, such as Comments or annotations, but excluding Netraon Content.

“White-Label License” means any special arrangement separately agreed in writing whereby Netraon grants the Customer extended rights to publish or repackage Netraon Content under their own brand or in co-branded deliverables, subject to applicable fees, usage scope, and duration.

2. FEES, PAYMENT, AND TAXES

2.1 Fees and Payment Terms

The Customer agrees to pay all fees associated with the Services (“Fees”) in accordance with the terms specified on the applicable Order Form, invoice, or authorized reseller checkout (e.g., Polar, Lemon Squeezy, Gumroad, or similar). Unless otherwise stated:

Payment is due at the time of order or within the period specified on the invoice or third-party checkout system.

Netraon may issue invoices electronically or via any third-party merchant of record authorized to distribute the Services.

In cases of invoiced subscriptions, payments are due within thirty (30) days of the invoice date unless a different payment period is explicitly agreed upon in writing.

Netraon reserves the right to charge interest on overdue balances at the lower of 1.5% per month or the maximum rate permitted by law. Access to the Services may be suspended for non-payment.

If the Customer requires Netraon to reference a purchase order number on any invoice, such number must be provided within three (3) business days of the effective Start Date of the applicable subscription.

2.2 Taxes

Unless expressly stated otherwise, all Fees are exclusive of any applicable sales tax, value-added tax (VAT), goods and services tax (GST), digital services tax (DST), or other local, state, or international taxes (“Taxes”).

If Netraon or its authorized merchant of record is required to collect Taxes, those Taxes will be itemized and added to the invoice or checkout.

Where Taxes are applicable, Customer payments will be applied first to Taxes, then to the net Fee.

The Customer is responsible for providing accurate billing information, including legal entity name and jurisdictional billing address(es), to ensure correct tax treatment.

The Customer is solely responsible for any Taxes due in connection with the purchase and use of the Services where Netraon is not required to collect such Taxes.

Netraon or its merchant of record will:

Remit any collected Taxes to the appropriate tax authority,

Maintain records of such remittances,

Be solely responsible for any penalties or interest arising from failure to remit (excluding the underlying Customer Tax liability).

Both Parties agree to cooperate in good faith to:

Reduce or eliminate tax obligations where legally possible (e.g. VAT exemptions),

Exchange tax documentation as needed (e.g. certificates of tax residency or exemption),

Assist in claiming refunds or tax credits where permitted by law.

3. PERMITTED USES

3.1 Grant of License

Subject to the terms of this Agreement and the applicable Order Form, Netraon grants the Licensee a limited, non-exclusive, non-transferable, non-sublicensable license during the Term to allow its Authorized Users to:

Access and use the Services for the Customer’s internal business purposes; and

View, download, store, summarize, or otherwise incorporate Netraon Content into internal documents, presentations, dashboards, or reports, strictly within the scope defined below.

This license does not confer any ownership rights. All IP rights remain with Netraon.

3.2 Internal Use

The Customer may use the Content solely for internal analysis, reporting, strategic planning, or operational decision-making by Authorized Users. This includes the right to:

View, retrieve, analyze, or annotate Content directly within the Platform;

Download and store Content (subject to any applicable Download Limits), for the duration of the Term only; Retain limited excerpts or Derived Works indefinitely, solely for internal archival purposes or for executive decision traceability;

Create derivative summaries, charts, or insights from the Content (“Derived Works”), provided that any such material:

Is not distributed beyond internal staff or approved contractors;

Is not sold, sublicensed, or publicly shared in its original or near-original form;

Clearly attributes Netraon as the source.

The standard license allows the named Customer to use Netraon insights for internal strategy, research, and planning. It may be shared with a small number of direct colleagues (e.g. team or department heads), but may not be:

Posted to intranet portals accessible by the entire company;

Distributed company-wide or reused across multiple business units;

Used by other legal entities or affiliates without a separate license.

3.3 External Use – Pitches, Social Media & Reuse

Customers may use Netraon insights in external-facing formats under the following conditions:

The Customer may use a Precis (a short summary or excerpt of Netraon Content) in sales decks, briefings, or business development materials with clear attribution to Netraon.

The Customer may quote statistics or data points from Netraon on social media platforms, provided that:

The Licensee do not misrepresent the data or conclusions,

The Licensee clearly reference Netraon as the source (e.g., “via Netraon” or “Source: Netraon 2025”),

The Licensee does not publish entire charts, dashboards, or full pages of Content.

For public or commercial republication (e.g. marketing campaigns, newsletters, media placements, or co-branded deliverables), the Customer must obtain prior written consent from Netraon.

3.4 Prohibited Uses

Unless expressly permitted in writing by Netraon, the Licensee may not:

Distribute, share, or publish Netraon Content externally beyond what is allowed in 3.3;

Use any Netraon Content, data, or insight to train, fine-tune, validate, or test artificial intelligence systems, machine learning models, or large language models;

Upload or transmit any Netraon Content to public or private repositories, databases, or platforms for commercial resale, syndication, or competitive research;

Share login credentials with unauthorized users or exceed the licensed number of Authorized Users;

Reverse engineer, decompile, or scrape the Services or Platform.

3.5 Consultants and Contractors

Authorized consultants or independent contractors working exclusively on behalf of the Customer may access the Services or Content under the following conditions:

They are under a valid contract with the Customer,

Their use is solely for the Customer’s internal benefit,

They are bound by confidentiality terms no less protective than those in this Agreement,

Netraon may, at its discretion, require written approval prior to granting access.

3.6 Reuse Models

Netraon may, at its discretion, offer certain clients a white-label license, extended reuse rights, or co-branded publication model, under a separate agreement. These cases are exceptional and subject to:

Payment of an additional licensing fee by the Licensee

A signed agreement outlining usage scope, brand positioning, and duration,

Approval of creative or edited versions prior to release.

4. PROHIBITED USES

4.1 General Restrictions

Except as expressly permitted under this Agreement or with Netraon’s prior written approval, the Customer shall not, and shall ensure its Authorized Users do not:

4.1.1 Remove, obscure, or alter any copyright notices, disclaimers, branding, authorship credits, or proprietary markings from Netraon’s Content or Services;

4.1.2 Systematically copy, download, scrape, or reproduce the Content in part or in full for the purpose of mass storage, redistribution, or internal archiving beyond the permitted internal use;

4.1.3 Sell, resell, license, sublicense, rent, lease, or otherwise commercially exploit the Services or Content (including within consulting deliverables or SaaS platforms);

4.1.4 Publish, broadcast, embed, post, or otherwise publicly display the Content through any media channel, social platform, public event, online library, or database without prior written permission;

4.1.5 Circumvent any technical limitations of the Platform, including by sharing logins, scraping data, or using automation to extract reports or analytics;

4.1.6 Misrepresent Netraon’s insights as the Customer’s own or use them in a misleading or deceptive context.

4.2 Use with Artificial Intelligence Systems

Unless explicitly authorized in writing by Netraon, the Customer may not use, reproduce, upload, or otherwise incorporate any part of the Services or Content:

As input to any AI system, including but not limited to machine learning models, large language models (LLMs), generative AI tools, or predictive analytics engines;

For the training, validation, fine-tuning, or enhancement of any artificial intelligence or machine learning capability;

In a way that allows an AI system to mimic, replicate, or substitute Netraon’s analytical style, methodology, or structure.

This restriction includes both direct and indirect use (e.g., manual data entry, copy-pasting summaries, or uploading derived outputs for AI consumption).

4.3 Third-Party Data Restrictions

If any portion of Netraon’s Content includes data or visuals sourced from third-party partners, additional usage restrictions may apply. In such cases:

The Customer may not isolate, reuse, or redistribute third-party materials in ways that violate their original licensing terms,

Netraon will provide notice in the report footer or metadata if such restrictions exist,

Netraon may remove or substitute such content in the event of licensing changes without liability to the Customer.

5. CUSTOMER OBLIGATIONS

5.1 Content Schedule and Availability

The Customer acknowledges that Netraon may, from time to time, adjust or modify the publishing schedule, structure, or format of its Content and Services. While Netraon endeavors to maintain consistency, changes to delivery frequency, content coverage, or publishing cadence are a standard part of digital research service evolution.

5.2 Intellectual Property Protection

Netraon retains all right, title, and interest in and to the Services, Platform, and Content, including all associated intellectual property and proprietary rights. The Customer shall not act in a manner inconsistent with Netraon’s ownership.

Accordingly, the Customer agrees to:

5.2.1 Ensure all Authorized Users comply with the terms of this Agreement, and promptly notify Netraon of any known or suspected violations;

5.2.2 Provide login credentials only to Authorized Users and ensure those credentials are kept confidential and not shared or reused across individuals;

5.2.3 Assign access only using company-issued email addresses or corporate identity accounts, unless otherwise approved in writing by Netraon;

5.2.4 Prevent unauthorized access to the Services, including by limiting use to licensed business units, legal entities, and jurisdictions as agreed in the Order Form.

5.3 Hosted or Third-Party Data

In cases where the Services include third-party data or embedded components licensed from external providers, Netraon may share basic usage information (such as access frequency or license tier) with such providers solely for compliance, audit, or licensing purposes.

5.4 Acceptable Use

The Customer shall not:

Use the Services in a manner that interferes with or degrades platform performance, access, or availability for others;

Attempt to bypass technical access controls, download limits, or account restrictions;

Deploy any automated script, crawler, or bot to extract Content or scrape platform features.

5.5 User-Generated Comments

If the Services allow Authorized Users to leave written annotations, notes, or comments (“Comments”), the Customer is responsible for moderating such content. Comments must not include:

Libelous, defamatory, profane, or offensive language;

Personal or confidential information that violates privacy or compliance laws;

Netraon reserves the right to remove any Comments deemed inappropriate.

5.6 Competitive Restrictions

The Customer and its Affiliates may use services that are competitive with Netraon’s Services. However, the Customer shall not use Netraon Content or Services to:

Create, develop, or train competitive offerings,

Replicate features or structure of Netraon’s platform or reports,

Build datasets or methodologies that substantially overlap with Netraon’s core IP.

If the Customer is interested in building on top of Netraon’s data under a commercial arrangement, please contact info@netraon.com.

5.7 Audit and Compliance

The Customer shall maintain records reasonably necessary to demonstrate compliance with this Agreement. Netraon reserves the right, upon reasonable prior notice, to audit such records during regular business hours, provided such audit:

Occurs no more than once per 12-month period unless there is suspected non-compliance,

Is limited in scope to verifying licensing compliance, usage limits, and user access,

Protects confidential information disclosed during the audit.

5.8 Mergers and Acquisitions

If the Customer merges with, acquires, or is acquired by another entity that also holds a Netraon license, and the Customer’s original license expires before the other, Netraon may extend the Term of this Agreement to align with the other entity’s license. A 5% pro rata fee increase may apply during the extended period.

5.9 Contractors and Consultants

The Customer is fully responsible for the acts or omissions of any contractor or consultant it engages who accesses the Services. Such individuals are treated as Authorized Users and must comply with all terms of this Agreement.

6. NETRAON’S COMMITMENTS

6.1 Platform Availability

Netraon will use commercially reasonable efforts to ensure uninterrupted access to the Services throughout the Term.

6.1.1 Hosting Capacity

Netraon will maintain sufficient infrastructure and bandwidth to support platform access at levels consistent with industry norms for B2B digital services.

6.1.2 Uptime and Maintenance

Netraon aims to provide continuous access to the Platform, excluding brief downtime for scheduled maintenance, upgrades, or urgent repairs. In the event of an unplanned outage, Netraon will take prompt action to restore functionality.

Advance notice of maintenance will be given where practicable.

6.2 Content Changes and Removals

6.2.1 Legal or Policy-Based Content Removals

Netraon reserves the right to remove or suppress specific reports, data points, or content segments if it reasonably determines that such material:

Infringes IP or contractual rights,

Violates applicable law,

Is outdated, inaccurate, misleading, or otherwise unsuitable.

No refund is due for removals under this clause.

6.2.2 Sunsetting of Legacy Content

Netraon may discontinue older reports, data categories, or archived content as part of its product roadmap. These removals will be based on usage trends, market relevance, and platform evolution. However:

Customers may request access to previously available reports during their active subscription, and Netraon will provide archived access if technically feasible.

6.2.3 Material Reductions

If Netraon permanently withdraws more than ten percent (10%) of the active Content covered under a Customer’s Order Form (excluding removals under 6.2.1 or due to normal platform evolution), and such change significantly impacts the value of the subscription, the Customer may request a pro rata refund of prepaid Fees for the affected portion of the Term.

7. REPRESENTATIONS AND WARRANTIES

7.1 By Netraon

Netraon represents and warrants to the Customer that:

(a) Authority: Netraon has the full legal authority and right to enter into and perform this Agreement;

(b) Professionalism: Netraon will deliver the Services with commercially reasonable care, skill, and diligence, consistent with professional standards applicable to providers of B2B research and insight services;

(c) Platform Functionality: During the Term, the Platform and associated Services will materially conform to any user guides, feature descriptions, or documentation provided by Netraon.

7.2 By Customer

The Customer represents and warrants that:

(a) It has full legal authority to enter into this Agreement and to use the Services as contemplated herein;

(b) All users accessing the Services under its account are Authorized Users and shall comply with the terms of this Agreement.

7.3 Disclaimers

Except as expressly provided in this Section 7:

The Services, Platform, and Content are provided “as is” and “as available” without warranty of any kind, whether express, implied, or statutory.

To the maximum extent permitted by law, Netraon disclaims all implied warranties, including without limitation:

(a) warranties of merchantability,

(b) fitness for a particular purpose,

(c) non-infringement,

(d) accuracy, completeness, or usefulness of Content,

(e) and any warranties arising from the course of dealing, usage, or trade.

Netraon does not guarantee that the Services will be uninterrupted or error-free, or that the results obtained through their use will be suitable for any particular purpose. The Content does not constitute legal, financial, or strategic advice and is not a substitute for independent professional judgment.

7.4 Limited Remedy for Service Failure

If, notwithstanding Section 7.3, the Services fail to perform in accordance with Sections 6.1 or 7.1(b) for more than five (5) business days in any calendar year (the “Deficiency Threshold”), and such failure is solely attributable to Netraon:

Netraon will use reasonable efforts to remedy the issue; or

At its discretion, Netraon will issue either:

a pro rata account credit, or

a pro rata refund of the Fee allocable to the affected period beyond the Deficiency Threshold.

The choice between credit or refund shall be made at Netraon’s discretion.

Furthermore, Netraon shall not be held responsible for any service failure, delay, or inaccessibility that is caused by third-party delivery platforms or merchant-of-record providers (such as Polar, Gumroad, Lemon Squeezy, or others), where such failure originates from systems, infrastructure, or processing outside Netraon’s direct control.

8. INDEMNIFICATION

8.1 General Indemnity

Each Party (“Indemnifier”) shall indemnify, defend, and hold harmless the other Party and its officers, directors, employees, affiliates, agents, successors, and permitted assigns (“Indemnified Parties”) against any third-party claims, demands, actions, or proceedings (“Claims”) arising out of or related to:

(a) the Indemnifier’s negligent acts or omissions that result in personal injury, death, or tangible property damage;

(b) the Indemnifier’s gross negligence, willful misconduct, or fraud; or

(c) the Indemnifier’s material breach of applicable law in connection with its obligations under this Agreement.

8.2 Intellectual Property Indemnity

Netraon shall indemnify and hold harmless the Licensee Indemnified Parties against any Claims that the authorized use of Netraon’s Content or Services under this Agreement infringes any valid third-party copyright or intellectual property right.

Conversely, the Licensee shall indemnify and hold harmless the Netraon Indemnified Parties against any Claims that arise from the unauthorized use or misuse of the Content or Services in a manner not permitted under this Agreement, including but not limited to reverse-engineering, redistribution, or unauthorized integration with AI systems.

8.3 Indemnification Procedure

The Indemnified Party shall promptly notify the Indemnifier of any Claim. Delay in notice shall not relieve the Indemnifier of its obligations except to the extent such delay materially prejudices the Indemnifier’s ability to defend the Claim.

The Indemnifier shall assume full control of the defense and resolution of the Claim, including hiring legal counsel reasonably acceptable to the Indemnified Party.

The Indemnified Party shall cooperate at the Indemnifier’s expense but may participate at its own cost.

The Indemnifier shall not settle any Claim in a way that imposes liability or restrictions on the Indemnified Party without the Indemnified Party’s prior written consent, which shall not be unreasonably withheld.

8.4 Scope of Coverage

Indemnification under this Section includes settlements, damages, judgments, penalties, fines, reasonable attorneys’ fees, and other legal costs and expenses arising from the Claim.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Indirect Damages

To the maximum extent permitted by law, neither Party shall be liable to the other for any indirect, incidental, special, exemplary, punitive, or consequential damages, including but not limited to:

loss of goodwill,

loss of data,

lost profits, lost business opportunities, or lost revenue,

whether such damages arise in contract, tort (including negligence), equity, strict liability, or otherwise — even if the Party has been advised of the possibility of such damages.

9.2 Aggregate Liability Cap

Except as otherwise provided in Section 9.3, each Party’s total cumulative liability to the other under this Agreement — for all claims, damages, and liabilities combined — shall not exceed the total Fees paid or payable by the Customer to Netraon during the first twelve (12) months of the Term.

9.3 Exclusions from Limitations

The above limitations in Sections 9.1 and 9.2 shall not apply to:

(a) Unauthorized distribution of Netraon’s Content or breach of Section 5.6 (No Competitive Services);

(b) Either Party’s indemnification obligations under Section 8 (Indemnification);

(c) Any breach of confidentiality under Section 11.

9.4 Limited Remedies for Breach

Except in the case of a confidentiality breach by Netraon (as defined in Section 11), the Customer’s sole and exclusive remedy for any breach of this Agreement by Netraon shall be monetary damages, subject to the limitations set forth in this Section 9.

9.5 Time Limit on Claims

No Party shall be liable for any claim brought under this Agreement more than one (1) year after the date on which the claiming Party knew or reasonably should have known of the facts giving rise to the claim. This limitation does not apply to tax-related matters or indemnification obligations.

9.6 Essential Purpose

The limitations of liability contained in this Section 9 apply even if a limited remedy fails of its essential purpose.

10. TERM AND TERMINATION

10.1 Scope and Applicability

These Terms apply to any purchase of Netraon reports or services. For one-time purchases (such as downloadable reports or digital products), the Agreement between Netraon and the Customer is considered fulfilled upon successful delivery of the purchased item(s).

No subscription, recurring billing, or access-based license applies unless explicitly stated at checkout or in a separate agreement.

10.2 No Renewal

For standard one-off purchases:

There is no automatic renewal of services or licenses.

The Customer will not be charged on a recurring basis unless they have actively enrolled in a subscription plan, if and when such a plan becomes available.

10.3 Termination for Cause

Either Party may terminate this Agreement (and revoke license access if applicable) immediately or with reasonable notice if:

(a) The other Party materially breaches this Agreement and fails to remedy such breach within fourteen (14) days of written notice;

(b) The other Party becomes insolvent, initiates bankruptcy proceedings, makes an assignment for the benefit of creditors, or undergoes a comparable financial or legal reorganization.

10.4 Effect of Termination or Refund

In the event of an authorized refund, termination, or revocation:

(a) The Customer must delete all downloaded Content that was obtained under their license, unless expressly permitted to retain a summary or Precis under Section 3.2.

(b) Upon request, the Customer shall confirm deletion via written certification from an authorized individual.

(c) Any refunds will be pro rata and at Netraon’s discretion, subject to proof of delivery issues or breach by Netraon.

10.5 Future Access or Subscription Models

If Netraon launches subscription services, access-based licenses, or bundled product access in the future, the applicable terms and renewal policies will be clearly stated at the point of sale, and customers will be required to agree to any modified terms prior to activation.

10.6 Survival

The following sections survive termination or completion of a one-time purchase:

Sections 2 (Fees), 3.2.1(c), 3.2.2 (Permitted Use), 4 (Prohibited Use), 5.2–5.4 (IP Protection & Restrictions), 5.7 (Audit), 8 (Indemnification), 9 (Limitation of Liability), 10.4–10.6 (Termination), 11 (Confidentiality), and 12 (General Terms).

11. CONFIDENTIALITY

11.1 Confidential Information

The terms of this Agreement (including any pricing), and any information disclosed by either Party to the other in the course of fulfilling or negotiating this Agreement, shall be treated as confidential and proprietary (“Confidential Information”), regardless of form or medium. Confidential Information includes but is not limited to: technical methods, business processes, pricing models, report structures, data sourcing practices, unpublished insights, account credentials, and any information marked as “confidential” or that a reasonable party would consider confidential in context.

Each Party agrees to:

Use the other Party’s Confidential Information solely to fulfill the purpose of this Agreement;

Restrict disclosure to only those employees, contractors, or representatives who require access for legitimate business purposes and are under written obligations of confidentiality no less protective than those in this Section; and

Use at least the same degree of care as it uses to protect its own confidential information, but no less than a reasonable standard of care.

Upon written request by the disclosing Party, the receiving Party will promptly return or securely destroy all Confidential Information, except for information retained under automated back-up, disaster recovery systems, or legally required records retention policies. Any retained Confidential Information remains subject to these obligations.

11.2 Exclusions

The obligations in this section do not apply to information that the receiving Party can demonstrate:

(a) was lawfully in its possession before disclosure without any duty of confidentiality;

(b) is or becomes publicly known through no breach of this Agreement;

(c) is disclosed lawfully by a third party without breach of any obligation;

(d) was independently developed without use of the disclosing Party’s Confidential Information;

(e) is disclosed with the disclosing Party’s prior written consent; or

(f) must be disclosed pursuant to law, regulation, or valid legal process, provided that the receiving Party gives advance notice (where legally permissible) and cooperates with any effort by the disclosing Party to limit or challenge the disclosure.

11.3 Equitable Relief

Each Party acknowledges that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages may be inadequate. Therefore, the injured Party is entitled to seek immediate injunctive or equitable relief—including restraining orders and specific performance—without posting bond, in addition to any legal remedies available.

11.4 Comments (If Applicable)

If Netraon provides any functionality allowing users to save internal comments or annotations (e.g., through platforms or shared accounts), such Comments will be considered confidential to the Customer and will not be accessible to other customers. Netraon staff will only access such Comments as necessary for system maintenance or support. All such Comments will be permanently deleted at the end of the applicable license period unless otherwise agreed.

12. GENERAL TERMS

12.1 Assignment

Neither Party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed. However, Netraon may assign this Agreement without consent in connection with a merger, acquisition, corporate restructuring, or sale of all or substantially all of its assets.

12.2 Entire Agreement

This Agreement, including any applicable Order Form, Privacy Policy, and Data Processing Addendum (DPA), constitutes the complete and exclusive understanding between the Parties. All prior oral or written agreements, proposals, and representations are superseded by this Agreement. No additional terms in purchase orders or other documents issued by Licensee shall apply or modify this Agreement, even if acknowledged or accepted by Netraon.

In the event of a conflict between the body of these Terms and an Order Form or custom licensing agreement, the Order Form shall control.

12.3 Notices

All legal notices shall be in writing and delivered to the receiving Party at the address (physical or electronic) specified in the Order Form or otherwise provided in writing. Notices shall be deemed effective when:

delivered in person or via courier;

acknowledged by email (not auto-reply); or

five (5) business days after mailing by registered or certified post.

12.4 Force Majeure

Neither Party shall be liable for delays or failures in performance due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, natural disasters, pandemics, labor disputes, governmental orders, or Internet infrastructure failures. This does not excuse Licensee’s obligation to pay amounts due.

12.5 Waiver

Failure by either Party to enforce any term shall not constitute a waiver of that term or any future enforcement of it.

12.6 Severability

If any provision of this Agreement is held unenforceable, it will be modified to the minimum extent necessary to be enforceable, or severed, and the remainder of the Agreement shall remain in full force and effect.

12.7 Governing Law and Jurisdiction

(a) Governing Law. This Agreement and any non-contractual obligations arising out of or in connection with it are governed by and construed in accordance with the laws of the Republic of Mauritius, excluding (i) its conflict-of-law rules to the extent they would apply the laws of another jurisdiction and (ii) the U.N. Convention on Contracts for the International Sale of Goods (CISG).

(b) Escalation & Exclusive Jurisdiction. The Parties shall first attempt to resolve all disputes amicably within 30 days. Failing settlement, any dispute shall be submitted exclusively to the courts of Mauritius or, at Netraon’s sole option, to binding international arbitration as set out in subsection (c). Each Party irrevocably waives objections to venue, personal jurisdiction, or forum non conveniens.

(c) Arbitration Option. Arbitration shall be conducted under the ICC Rules (or UNCITRAL Rules if ICC is unavailable) by one (1) arbitrator appointed in accordance with those Rules. Seat: Port Louis, Mauritius. Language: English. The award shall be final, binding, and enforceable in any tribunal of competent jurisdiction under the New York Convention.

(d) Enforcement Flexibility. Regardless of venue, Netraon may seek injunctive relief or enforce any judgment or award in any jurisdiction where Licensee operates or holds assets.

(e) Service of Process & Costs. Service may be effected by courier or verified email. The prevailing Party is entitled to recover reasonable legal fees and costs.

(f) Class-Action / Jury Waiver (optional). The Parties waive class or collective actions and, to the extent permitted by law, any right to a jury trial.

12.8 Legal Fees

In any legal or administrative proceeding arising out of this Agreement, the substantially prevailing Party shall be entitled to recover its reasonable attorneys’ fees and costs, including on appeal and in bankruptcy proceedings.

12.9 Data Processing Addendum (DPA)

Where Netraon processes personal data on behalf of the Licensee, the processing shall be governed by the Netraon Data Processing Addendum, which is incorporated by reference. A copy of the DPA is made available upon request or as linked from Netraon’s legal portal.

12.10 Independent Contractors

The Parties are independent contractors. This Agreement does not create any agency, partnership, joint venture, or employment relationship. Neither Party may bind the other without prior written consent.

12.11 Headings

Section headings are provided for convenience only and shall not affect interpretation.

12.12 Authority

Each Party represents that its signatory to this Agreement is duly authorized to bind that Party to the terms set forth herein.

12.13 Changes to These Terms

Netraon reserves the right to modify these Terms and Conditions at any time. Any changes will become effective upon posting the updated Terms on our website or notifying the Customer by other reasonable means. The Customer’s continued use of the Services after the effective date of any changes constitutes acceptance of the revised Terms.

If the Customer does not agree to the changes, use of the Services must cease. In case of material changes, Netraon may provide additional notice as required by applicable law.

These Terms were last updated on 20 July 2025.