PLANNER 5D B2B PLATFORM GENERAL TERMS OF SERVICE

1. DEFINITIONS

In the Agreement:

“Additional Features” means new products, modules, add-ons, premium capabilities, materially new functionality, additional capacity, new integrations and other functionality that is separate from or additional to the existing functionality of the subscribed Services. Additional Features exclude Customizations.

“Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where “control” means ownership of more than fifty per cent (50%) of the voting interests or the power to direct the management of that entity.

“Aggregated Data” means usage, performance, telemetry, statistical or other data derived from operation or use of the Services that has been aggregated or de-identified so that it does not identify Customer, any Authorized User or End User, and Customer Content cannot reasonably be reconstructed from it.

“Authorized User” means an employee, contractor or other individual whom Customer authorizes to access an administrative or business-user account for the Services, within the quantities and categories stated in the Order Form.

“Customer Content” means all data, text, images, photographs, plans, drawings, designs, catalogues, product information, trademarks, files, instructions, specifications, materials and other content submitted, uploaded, transmitted, made available or otherwise provided to the Services or Provider by or on behalf of Customer, an Authorized User or an End User. Customer Content includes any personal data contained in those materials, but excludes Provider Materials, Customizations, Output and Aggregated Data.

“Customer Systems” means Customer’s and its third-party providers’ websites, applications, networks, systems, hardware, software and other technology used with the Services.

“Customization” means any configuration, integration, adaptation, feature, 2D or 3D object, model, catalogue item, template, configurator, workflow, development or other work created, configured or performed by or for Provider in connection with Customer’s requirements. A Customization may be described in an Order Form or SOW.

“Data Processing Addendum” or “DPA” means Provider’s then-current data processing addendum identified in the General Terms or otherwise made available by Provider and incorporated into the Agreement when Provider processes personal data on Customer’s behalf.

“Documentation” means Provider’s user, technical or operating documentation for the Services that Provider makes generally available to Customer, as revised by Provider from time to time.

“End User” means a third-party user who accesses permitted end-user functionality of the Program through an authorized Customer website, application or other digital environment identified in the Order Form. End Users are not parties to or third-party beneficiaries of the Agreement.

“Fees” means all fees, charges and other amounts payable by Customer under an Order Form or SOW, including subscription, setup, Additional Features, Customization, Support Services, overage, usage, switching and professional-services charges.

“Feedback” means suggestions, ideas, requests, recommendations or other feedback concerning the Services, Provider Materials or Provider’s business, excluding Customer Content.

“Intellectual Property Rights” means all intellectual and industrial property and proprietary rights anywhere in the world, whether registered or unregistered, including copyright and related rights, database rights, patents, utility models, inventions, design rights, trademarks, trade names, domain names, rights in software, data and semiconductor topographies, trade secrets, know-how and all applications, registrations, extensions, renewals and rights to claim priority relating to them.

“Integration Components” means SDKs, libraries, scripts, embed code, API clients, connectors and other code or technical components provided by Provider solely to enable the authorized integration of Customer Systems with the Program.

“Order Form” means an ordering document signed by the Parties that references these General Terms, including its schedules, amendments, and expressly incorporated attachments.

“Output” means only final, non-editable visual or graphical materials generated through the Program and made available for export to Customer in a standard image, video or document format designated by Provider, such as rendered images, screenshots, visualizations, floor-plan images and design previews. Output does not include any Technical Files or other Provider Materials.

“Program” means Planner 5D B2B software-as-a-service platform and the modules, features, APIs, interfaces, components identified in the Order Form, including any Updates, Additional Features and Customizations made available to Customer through it.

“Provider Materials” means the Program, Services, Documentation, Customizations, Technical Files, Provider data, templates, libraries, objects, models, scenes, catalogues, configurators, assets, textures, materials, databases, design elements, software, source and object code, Integration Components, tools, methods, processes, algorithms, architecture, artificial-intelligence and machine-learning technology, models, parameters, weights, datasets, know-how and all other materials and technology provided, used, created or developed by or for Provider, together with all improvements, modifications and derivative works of them. Provider Materials exclude Customer Content as such.

“Services” means the Program, Support Services, Customizations and any other services expressly identified in an Order Form or SOW.

“SOW” means a statement of work signed by the Parties under an Order Form.

“Subscription Term” means the initial subscription period and each renewal period for an Order Form.

“Support Services” means support, onboarding, training, implementation or other assistance expressly identified in an Order Form.

“Technical Files” means all editable, native, structured, machine-readable, source, project or production files and technical data used in, by or with the Program or to create, operate or deliver Output or Customizations, including project files, object files, meshes, CAD/BIM files, scene files, layers, coordinates, metadata, parameters, source assets and intermediate files, API and integration specifications, data models, request and response structures, formats and protocols, internal server-to-server communications, regardless of format.

“Updates” means bug fixes, patches, maintenance releases, security, performance or compatibility improvements, and other modifications, replacements or refinements to the existing functionality of the Services. Updates exclude Additional Features and Customizations.

“Usage Limits” means the permitted quantities, websites, applications, domains, territories, users, End Users, sessions, projects, storage, API calls, renders or other usage metrics specified in an Order Form or Documentation.

2. AGREEMENT STRUCTURE AND ORDER OF PRECEDENCE

2.1 Each Order Form is a separate purchase commitment governed by the Agreement. Affiliates of Customer may use the Services only if expressly identified in an Order Form and, unless that Affiliate signs its own Order Form, Customer remains fully responsible for its compliance and all related Fees.

2.2 In the event of conflict, the following order of precedence applies: (a) the DPA, solely for the processing of personal data; (b) provisions in the “Specific Overrides” section of the applicable Order Form that expressly identify the section of these General Terms being overridden; (c) the remainder of the Order Form; (d) the applicable SOW, solely for the scope and delivery of the relevant professional services; and (e) these General Terms. A purchase order, vendor portal, procurement policy or other Customer document does not modify the Agreement, even if acknowledged or processed by Provider.

3. ACCESS RIGHTS AND PERMITTED USE

3.1 Subject to Customer’s timely payment of all Fees and continuing compliance with the Agreement, Provider grants Customer, during the applicable Subscription Term, a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Services solely: (a) for Customer’s business operations and the approved use case; (b) through the permitted Customer Systems, websites, applications and domains; (c) by Authorized Users and End Users; and (d) within the Usage Limits, in each case as stated in the applicable Order Form and Documentation. The rights granted are access rights only and do not transfer ownership or title.

3.2 Customer may make the relevant end-user functionality available to End Users only as an integrated part of the approved Customer website or application and not as a standalone or competing service. Customer shall ensure that each End User is bound by enforceable terms and privacy notices consistent with the Agreement and shall be responsible for all End User acts and omissions as if they were Customer’s own.

3.3 Customer is solely responsible for: (a) selecting and configuring the Services for its purposes; (b) Customer Systems and their compatibility, security and operation; (c) implementation and integration; (d) Authorized User and End User administration; (e) maintaining the confidentiality and security of credentials, access tokens, API keys and properly implementing, deploying and using the Integration Components; and (f) all activity occurring through its accounts and integrations. Customer shall notify Provider promptly of suspected unauthorized access and shall not share individual credentials between users.

3.4 Provider may monitor usage to operate, secure and improve the Services, verify compliance with the Agreement and calculate Fees. If Customer exceeds a Usage Limit, Provider may restrict the excess usage, require Customer to purchase additional capacity and invoice overage charges at the rates stated in the Order Form or, if none, Provider’s then-current rates.

4. USE RESTRICTIONS AND ACCEPTABLE USE

​​​​​4.1 Customer shall not, and shall not permit any other person to:

(a) copy, reproduce, modify, translate, adapt or create derivative works of the Provider Materials, except for temporary technical copies automatically made through authorized use;

(b) reverse engineer, decompile, disassemble, decode or otherwise attempt to derive or discover source code, object structures, underlying ideas, algorithms, models, training data, prompts, weights, architecture, file formats or trade secrets of the Provider Materials, except only to the limited extent a prohibition is not permitted by mandatory applicable law;

(c) access, extract, scrape, download, capture, reconstruct or reuse any model, object, asset, texture, catalogue, library, Technical File, database or other Provider Material;

(d) sell, resell, sublicense, distribute, lease, rent, timeshare, outsource, make available or commercially exploit the Services on a standalone basis, or use them to provide service-bureau or managed services, except for embedded End User access expressly permitted in an Order Form;

(e) use the Services or Provider Materials to build, train, test, benchmark, support or improve a competing product, dataset, artificial-intelligence model or service, or publish any benchmark or performance test without Provider’s prior written consent;

(f) circumvent Usage Limits or security controls; conduct penetration, vulnerability or load testing; introduce malware or harmful code; interfere with the integrity, availability or performance of the Services; or attempt unauthorized access to any system or data;

(g) remove, alter or obscure proprietary notices, branding, watermarks or technical protections;

(h) use the Services in violation of applicable law, sanctions, export controls, third-party rights or the Documentation, or for fraudulent, deceptive, unlawful, harmful, discriminatory or abusive activities;

(i) use Output as architectural, engineering, construction, safety, legal or other professional advice, or in a manner where an error could reasonably cause death, personal injury, material property damage or other harm; or

(j) use the Services outside the approved use case, territory, Customer Systems or Usage Limits.

4.2 Provider may investigate suspected violations, remove or restrict access to content, preserve relevant evidence and cooperate with authorities or affected rightsholders where Provider reasonably considers this necessary to protect the Services, Provider, its Affiliates or third parties, or to comply with law. Provider has no obligation to monitor Customer Content before it is made available.

5. DELIVERY, CHANGES AND THIRD-PARTY COMPONENTS

5.1 Provider will make the Program available remotely using the access method determined by Provider, which may include credentials, APIs, links, or Integration Components. Provider may provide Integration Components solely to enable Customer to connect the approved Customer Systems to the Program. Subject to Customer’s compliance with the Agreement, Provider grants Customer, during the applicable Subscription Term, a limited, non-exclusive, non-transferable and non-sublicensable right to install, reproduce and use the Integration Components solely to the extent technically necessary for the authorized integration and in accordance with the Documentation. The Integration Components form part of the Provider Materials and are licensed, not sold. Except for code embodied in the Integration Components, no copy of the Program or its source code or object code is delivered to Customer.

5.2 Provider may make Updates and may update, modify, replace or discontinue features, interfaces, APIs, delivery methods, content or functionality from time to time. Updates that Provider makes generally available as part of the subscribed Services will be included in the applicable subscription Fees. Provider will not materially reduce the core functionality purchased under an Order Form during the then-current Subscription Term, except where reasonably necessary for security, legal or regulatory compliance, or to prevent material harm. 

5.3 Additional Features are not included in the subscription Fees unless expressly included in the applicable Order Form. Access to Additional Features will require payment of additional Fees and may be subject to additional terms and Usage Limits. Provider may, at its discretion, make an Additional Feature available without charge or on a trial, beta or promotional basis, but doing so does not create an obligation to continue providing it, to continue providing it without charge or to make it available to other customers. 

5.4 Provider may use third-party technology, content, infrastructure, components and services in connection with the provision of the Services. Provider shall be responsible for providing the Services in accordance with this Agreement but does not warrant that any particular third-party component or service will remain available, unchanged or compatible with the Services. If a third-party provider changes, restricts, suspends or discontinues the relevant component or service, Provider may replace or modify it or modify or discontinue the affected functionality in accordance with Section 5.2.

5.5 If Customer requests, enables or uses an integration between the Services and any third-party product, platform or service not supplied by Provider, Customer shall be responsible for obtaining and maintaining all accounts, licenses, permissions and credentials required for that third-party service and for complying with the applicable third-party terms. Provider does not control and shall not be responsible for the availability, functionality, security or performance of such third-party service. Provider may suspend or discontinue the integration if the third-party service changes, becomes unavailable or creates a security, legal or operational risk.

6. SUPPORT SERVICES

6.1 Provider will provide only the Support Services, channels, hours and service levels expressly stated in the Order Form. Unless an Order Form expressly states otherwise, Support Services are provided remotely during Provider’s normal business hours on a commercially reasonable efforts basis, and no service-level agreement, uptime commitment, response time, service credit or other remedy applies.

6.2 Support Services exclude on-site services, custom development, data entry, content review, third-party integrations and issues caused by Customer Content, Customer Systems, unauthorized changes, misuse, third-party products or failure to follow Documentation. Provider may modify support processes and channels in the ordinary course of business.

7. CUSTOMIZATIONS AND PROFESSIONAL SERVICES

7.1 Provider has no obligation to accept a Customization request. An accepted Customization will be described in an Order Form or SOW, including, as applicable, scope, assumptions, dependencies, milestones, Fees and acceptance criteria. Any estimate or target date depends on Customer’s timely cooperation and is not binding unless expressly stated as a firm commitment.

7.2 Customer shall provide complete, accurate, technically compliant and timely Customer Content, specifications, decisions, approvals, access and personnel reasonably required by Provider. Delays, defects, rework or additional effort caused by Customer or its dependencies will extend timelines and may result in additional Fees. Provider may treat any scope change as a change request requiring revised Fees, assumptions and timelines.

7.3 Unless an Order Form states other acceptance criteria, a Customization is deemed accepted on the earliest of: (a) Customer’s productive or commercial use; (b) Customer’s written acceptance; or (c) five (5) business days after delivery unless Customer provides a written rejection within that period identifying a material failure to meet expressly agreed acceptance criteria. Provider’s sole obligation for a valid rejection is to use commercially reasonable efforts to correct the identified non-conformity. Minor errors that do not materially impair the agreed use do not delay acceptance.

7.4 Every Customization forms part of the Provider Materials and is licensed, not sold or assigned, to Customer under Section 3. This applies even if the Customization is created exclusively for Customer, based on Customer specifications, separately priced or described as a “deliverable.” Customer receives no source code, object file, model file, native file, Technical File, development environment, design system or other technical deliverable unless an Order Form expressly states otherwise and is signed by Provider’s authorized legal representative.

7.5 To the extent Customer, an Authorized User, an End User or any person acting for Customer obtains any Intellectual Property Right in a Customization, Customer hereby irrevocably assigns, and shall procure the assignment of, that right to Provider upon creation, with full title guarantee, and waives and shall procure the waiver of moral rights to the extent permitted by law. Customer shall execute documents reasonably requested to confirm Provider’s ownership. This Section does not transfer ownership of Customer Content as such; Customer Content incorporated into a Customization remains governed by Section 9.

8. OWNERSHIP; OUTPUT; FEEDBACK

8.1 As between the Parties, Provider and its licensors exclusively own all right, title and interest, including all Intellectual Property Rights, in and to the Provider Materials and Services and all improvements, modifications, derivative works and developments relating to them. Except for the limited rights expressly granted in the Agreement, Provider reserves all rights. No rights arise by implication, estoppel, exhaustion or otherwise.

8.2 Customer retains ownership of Customer Content as such, subject to the licenses granted in the Agreement. No combination, processing or use of Customer Content with the Services gives Customer any ownership in Provider Materials.

8.3 Subject to Customer’s full payment of applicable Fees and compliance with the Agreement, Provider grants Customer a perpetual, worldwide, non-exclusive, royalty-free, non-transferable license to use, reproduce, display and distribute Output for Customer’s own internal, sales and marketing purposes. Customer may permit its service providers and distribution partners to use Output solely on Customer’s behalf and may incorporate Output into Customer’s advertisements, presentations and other business materials. Customer may not sublicense or commercialize Output as a standalone stock asset, template, design library, object library or dataset.

8.4 Customer’s rights in Output are limited to the exported visual or graphical file itself. Output does not include, and Customer receives no right to access, receive, own, extract, edit, reproduce, license or use: (a) any Technical File; (b) any model, object, scene, catalogue item, texture, material, library, component, configurator or asset depicted in or used to create the Output; (c) any source or object code, API, Integration Component, software, tool, database or technology, except for the limited rights in Integration Components expressly granted under Section 5.1; (d) any underlying architecture, algorithm, artificial-intelligence or machine-learning model, dataset, prompt, parameter or system; or (e) any other Provider Material or third-party material embedded in or used to generate the Output. For clarity, Customer may continue to use lawfully exported Output after expiration or termination, but may not access the Program or regenerate, modify or technically manipulate the underlying project or assets after termination.

8.5 Output may be non-unique and the same or similar results may be generated for Provider, other customers or third parties. Provider does not represent that Output is protectable by Intellectual Property Rights, exclusive, accurate or free of similarity to third-party materials. Customer is responsible for reviewing and clearing Output for its intended use, including any names, trademarks, product claims, dimensions and regulated or professional use.

8.6 Customer grants Provider a perpetual, irrevocable, worldwide, transferable, sublicensable and royalty-free right to use, reproduce, modify, commercialize and otherwise exploit Feedback without restriction or obligation. Provider is not required to use Feedback and Feedback will not be treated as Customer Confidential Information.

9. CUSTOMER CONTENT AND END-USER RESPONSIBILITY

9.1 Customer is solely responsible for Customer Content, including its legality, accuracy, quality, integrity, suitability, backup, collection, use and disclosure, and for obtaining and maintaining all rights, licenses, permissions, consents, notices and lawful bases required for Provider and its Affiliates, personnel and subcontractors to process Customer Content and exercise their rights under the Agreement.

9.2 Customer represents, warrants and undertakes on a continuing basis that:

(a) Customer owns Customer Content or has obtained all rights and permissions necessary to provide it and grant the licenses in the Agreement, without further consent, notice, payment or restriction;

(b) Customer Content, its collection and use, and Provider’s authorized processing of it do not and will not infringe, misappropriate or violate any Intellectual Property Right, privacy, publicity, confidentiality, contractual, consumer, data-protection or other right, or any applicable law;

(c) Customer Content is accurate, lawful, non-defamatory, non-deceptive and not fraudulent, discriminatory, hateful, violent, sexually exploitative, malicious or otherwise harmful, and does not contain malware, disabling code or material that could impair the Services;

(d) Customer has provided all required notices and obtained all valid consents and authorizations from Authorized Users, End Users, employees, customers, property owners, designers, architects, product manufacturers, rightsholders and other relevant persons;

(e) Customer will not submit special-category personal data, criminal-conviction data, payment-card data, government identification data, children’s data or other highly sensitive or regulated data unless the DPA and Order Form expressly permit it; and

(f) Customer will comply with all end-user-facing, consumer, advertising, accessibility, product-safety, privacy, data-protection and sector-specific obligations relating to Customer’s products, websites, applications, services, Customer Content and use of Output.

9.3 Customer grants Provider, its Affiliates and subcontractors a worldwide, non-exclusive, transferable, sublicensable and royalty-free license to host, reproduce, cache, transmit, display, adapt, modify, translate, analyse, process and otherwise use Customer Content as reasonably necessary to: (a) provide, secure, support and improve the Services; (b) perform Customizations and create Output; (c) prevent fraud, abuse and security incidents; (d) comply with law and enforce the Agreement; and (e) generate Aggregated Data and improve Provider’s technology, including through analytics, artificial intelligence and machine learning. This license continues for the Subscription Term and any retention or transition period permitted under the Agreement. Rights in Aggregated Data and in resulting non-reconstructive statistical information, learnings, model weights and parameters are perpetual, provided they do not identify Customer or permit Customer Content to be reasonably reconstructed.

9.4 Provider may remove, disable or refuse Customer Content that Provider reasonably believes violates the Agreement, applicable law, third-party rights or Provider policies, or creates security, operational, legal or reputational risk. Provider’s review, moderation or failure to remove content does not reduce Customer’s responsibility or create liability for Provider.

9.5 Customer is the seller, publisher, operator and contracting party in relation to its End Users and business activities. Provider does not assume Customer’s duties to End Users and has no responsibility for Customer’s products, services, statements, warranties, transactions, refunds, customer support or disputes.

10. AGGREGATED DATA AND SERVICE IMPROVEMENT

Provider may collect, generate, use, disclose and commercialize Aggregated Data for any lawful purpose, including analytics, security, benchmarking, research, product development and improvement of artificial-intelligence and machine-learning systems. Provider owns all right, title and interest in Aggregated Data and any improvements, insights, statistics, models and technology derived from it. Provider will not disclose Aggregated Data in a manner that identifies Customer as its source except with Customer’s consent.

11. FEES, INVOICING AND TAXES

11.1 Customer shall pay all Fees in accordance with the Order Form. Unless stated otherwise in the Order Form or SOW, subscription Fees shall be invoiced in advance, Customization Fees shall be invoiced fifty per cent (50%) upon execution of the applicable Order Form or SOW and fifty per cent (50%) upon acceptance of the relevant Customization under Section 7.3, usage and overage Fees shall be invoiced in arrears, and invoices are due within ten (10) calendar days upon issuance. Purchase orders are for Customer’s administrative convenience only, and failure to issue one does not delay payment.

11.2 Except where the Agreement expressly provides otherwise, all Orders are non-cancellable, payment obligations are unconditional and all Fees are non-refundable. Customer may not set off, counterclaim, deduct or withhold any amount except where mandatory law requires withholding. A suspension, Customer delay, failure to use the Services or reduction in Customer’s business does not relieve Customer of payment obligations.

11.3 Customer must notify Provider of a good-faith invoice dispute within ten (10) calendar days after the invoice date, with reasonable detail. Customer shall timely pay all undisputed amounts. An invoice not disputed within that period is deemed accepted. The Parties will cooperate to resolve a properly notified dispute, but Customer may not withhold payment of unrelated or undisputed Fees.

11.4 Overdue amounts accrue interest at the lower of 1.5% per month and the maximum rate permitted by law, calculated daily from the due date. Customer shall reimburse Provider for reasonable collection costs, including legal fees and any statutory recovery charge. Provider may suspend Services if an amount remains unpaid for ten (10) days after its due date.

11.5 Fees exclude all sales, use, value-added, goods and services, withholding and similar taxes, duties and levies. Customer is responsible for all such amounts, other than taxes based on Provider’s net income. If Customer is required to withhold tax, it shall increase the payment so Provider receives the amount it would have received absent withholding, unless prohibited by law, and promptly provide official evidence of the withholding. Customer shall provide valid exemption documentation before invoicing.

11.6 Unless the Order Form states a different renewal adjustment, subscription Fees increase by five per cent (5%) at the start of each renewal term. Following the expiration of the initial Subscription Term, Provider may also adjust usage and overage rates on at least thirty (30) days’ notice. Changes in scope, Usage Limits, third-party costs, taxes or Customer requirements may result in additional Fees.

12. CONFIDENTIALITY

12.1 “Confidential Information” means non-public information disclosed by or on behalf of a Party (“Disclosing Party”) to the other (“Receiving Party”) that is marked confidential or reasonably should be understood as confidential given its nature and the circumstances. Provider’s Confidential Information includes the Provider Materials, Documentation, security information, roadmaps, pricing and the terms of Order Forms. Customer Content shall constitute Customer’s Confidential Information only to the extent that it meets the foregoing definition and is not intended by Customer to be displayed, distributed, published or otherwise made available to End Users or third parties through the Services. For clarity, Customer Content that Customer provides for inclusion in End User-facing functionality, Customizations or Output shall not be treated as Confidential Information to the extent of its intended use or disclosure through the Services. Personal data contained in Customer Content shall remain subject to the DPA irrespective of whether it constitutes Confidential Information under this Section. Confidential Information excludes information the Receiving Party can demonstrate: (a) is publicly available without breach; (b) was lawfully known without restriction before disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the Confidential Information.

12.2 The Receiving Party shall use Confidential Information only to exercise rights and perform obligations under the Agreement, protect it using at least reasonable care, and disclose it only to Affiliates, personnel, advisers, auditors, insurers, financing sources and subcontractors that need to know it and are bound by confidentiality obligations. The Receiving Party remains responsible for their compliance.

12.3 A Receiving Party may disclose Confidential Information to the extent required by law or binding order, provided it gives advance notice where legally permitted and reasonably assists the Disclosing Party, at the Disclosing Party’s expense, in seeking protective treatment.

12.4 Upon written request following termination, the Receiving Party will return or delete Confidential Information, except for information retained under law, professional standards, automated backups or legitimate record-preservation policies. Retained information remains protected and may not be used for another purpose.

12.5 These obligations continue for five (5) years after disclosure or termination, whichever is later. Trade secrets remain protected for as long as they qualify as trade secrets. Unauthorized use or disclosure may cause irreparable harm, and the Disclosing Party may seek injunctive relief in addition to other remedies.

13. DATA PROTECTION, SECURITY AND ACCOUNT CONTROL

13.1 Each Party shall comply with applicable data-protection law. Where Provider processes personal data on Customer’s behalf, the DPA applies. Customer is the controller and Provider is the processor unless the DPA states otherwise. 

13.2 Provider will maintain the administrative, physical and technical safeguards described in the DPA. No security measure is infallible, and Provider does not warrant that unauthorized access or security incidents will never occur. Customer is responsible for security of Customer Systems, account permissions, authentication choices and secure transmission to and from the Services.

13.3 Provider may use Affiliates and subcontractors to provide the Services. Subprocessor engagement and international data transfers are governed by the DPA where applicable.

14. DATA EXPORT, RETENTION AND SWITCHING

14.1 During the Subscription Term, Customer may download Output using the export functionality made available by Provider. Customer is responsible for exporting and backing up Output it wishes to retain. Except for mandatory rights under Section 14.3, Provider has no obligation to deliver Technical Files or create a bespoke export.

14.2 Following expiration or termination, Provider may disable access immediately and delete Customer Content after thirty (30) days, unless a different period is stated in the DPA, Order Form or mandatory law. Provider may retain information as required by law, for security, fraud prevention, dispute resolution, enforcement or backup rotation. Retrieval, restoration, migration or assistance outside standard functionality may be subject to Provider’s then-current professional-services rates.

14.3 To the extent, and only to the extent, any mandatory data-portability, switching or service-exit requirements, including Chapter VI of Regulation (EU) 2023/2854 (the “Data Act”), apply to the relevant Services and Customer, Provider will comply with such requirements in accordance with applicable law. Customer shall timely provide the information, cooperation, access and destination arrangements reasonably required to facilitate the applicable process. The applicable procedures, periods, assistance and charges will be those required by law and, to the extent consistent with such law, specified by Provider for the relevant Services. 

14.4 Except to the extent expressly required by non-waivable applicable law, Provider is not required to disclose or transfer the Program, Provider Materials, Customizations, Technical Files, source or object code, software, models, objects, libraries, catalogues, configurators, native project structures, internal-functioning, security or integrity data, or any materials protected by Intellectual Property Rights or trade secrets or whose disclosure or transfer could compromise the security or integrity of the Services. No export, portability, switching or exit assistance transfers ownership of or grants any additional right or license in Provider Materials or other Provider Intellectual Property Rights. Such process does not waive accrued or committed Fees, early-termination amounts or other Customer obligations, except to the extent required by non-waivable applicable law.

14.5 A switching request does not waive Fees accrued or committed for a fixed Subscription Term, early-termination amounts or other contractual obligations, in each case to the extent enforceable under the Data Act. Switching charges, if any, will not exceed amounts permitted by applicable law. The Agreement for the affected Services terminates upon completion of the switching process or another date required by the Data Act.