Terms of Service

1. Scope

These Terms of Service ("Terms") govern access to and use of the Market & Business Intelligence service available through mbi.unigrate.com and related applications, APIs, reports, alerts, and services (collectively, the "Service").

"MBI", "we", "us", or "our" means the Unigrate business operating the Service and identified as the contracting supplier on the applicable website footer, checkout, order, subscription, or invoice.

By creating an account, purchasing a subscription, accepting an order, or using the Service, you agree to these Terms.

The Service is intended for business and professional use. If you use the Service on behalf of an organization, you represent that you have authority to bind that organization. In these Terms, "Customer" and "you" refer to that organization and its authorized users.

2. The Service

MBI provides software for monitoring, collecting, organizing, analyzing, comparing, and summarizing market, company, competitor, customer, industry, and other business information.

The Service may use public sources, third-party data, customer-provided sources, integrations, automated retrieval, machine learning, and generative artificial intelligence.

Features may change over time. MBI may add, modify, replace, or remove features, models, integrations, data sources, infrastructure components, and service providers where reasonably required to develop, secure, maintain, or operate the Service.

No Customer is entitled to a specific AI model, AI provider, data source, search provider, or technical implementation unless this is expressly agreed in a separate written order.

3. Accounts and authorized users

Customer is responsible for:

• providing accurate account and billing information;
• maintaining the confidentiality of login credentials;
• limiting access to authorized users;
• activity performed through its accounts;
• promptly removing access for users who no longer require it; and
• notifying MBI of suspected unauthorized access.

Accounts may not be shared between unrelated organizations or resold unless the applicable subscription expressly permits it.

4. Subscriptions, fees, and payment

Paid access is governed by the plan, order, checkout, or other commercial terms accepted by Customer.

Unless otherwise stated:

• subscriptions renew automatically for the same billing period until cancelled;
• fees are charged in advance;
• fees are exclusive of applicable taxes;
• Customer is responsible for applicable taxes other than taxes on MBI's income; and
• paid fees are non-refundable except where these Terms, an applicable order, or mandatory law expressly provides otherwise.

Customer may cancel renewal at any time through the Service or other cancellation method made available by MBI. Cancellation takes effect at the end of the current paid subscription period.

MBI may change subscription prices. Price changes for an existing paid subscription take effect no earlier than the next renewal following at least 30 days' notice.

Failure to pay amounts when due may result in suspension or termination after reasonable notice.

5. Customer Content

"Customer Content" means data, prompts, instructions, URLs, source selections, files, text, configuration, business information, and other material submitted to or processed through the Service on Customer's behalf.

As between Customer and MBI, Customer retains its rights in Customer Content.

Customer grants MBI a non-exclusive right to host, copy, transmit, retrieve, transform, index, analyze, and otherwise process Customer Content only as necessary to:

1. provide and secure the Service;
2. comply with Customer instructions;
3. provide support;
4. prevent abuse or security incidents; and
5. comply with law.

Customer is responsible for ensuring that it has the rights, permissions, notices, and lawful basis required to provide Customer Content to MBI and instruct MBI to process it.

Customer must not knowingly submit special-category personal data, highly sensitive personal data, payment-card data, health data, government identification numbers, or other regulated sensitive data unless the Service expressly supports that processing and MBI has agreed to it in writing.

6. AI services and outputs

The Service uses one or more third-party AI and machine-learning providers. These may include providers such as Anthropic, OpenAI, and other providers selected by MBI.

MBI may add, replace, or remove AI providers, models, routing logic, and supporting technology at any time. MBI is not required to provide individual notice of such changes unless notice is required under the Data Processing Agreement or applicable law.

Customer Content may be transmitted to an AI provider where required to perform a requested function. Where an AI provider processes personal data on MBI's behalf, the provider is governed through the safeguards described in the Data Processing Agreement.

AI-generated results, summaries, classifications, recommendations, and other outputs ("Output") may be incomplete, inaccurate, outdated, or misleading. Customer must apply appropriate human review before relying on Output for material business decisions.

The Service is not a substitute for legal, financial, investment, medical, regulatory, or other professional advice.

MBI does not claim ownership of Customer-specific Output. Customer may use Output for its internal and external business purposes, subject to applicable law and any rights in underlying third-party content. AI-generated material may not qualify for intellectual-property protection in all jurisdictions.

7. Use of Customer Content for product improvement

MBI may use service telemetry, performance information, error data, usage patterns, and aggregated or de-identified information to operate, secure, analyze, and improve the Service.

MBI does not use Customer Content to train general-purpose AI models unless Customer expressly agrees to that use.

8. Public and third-party sources

The Service may retrieve, link to, summarize, or analyze information from public websites, feeds, APIs, social platforms, publications, databases, and other third-party sources.

Third-party content remains subject to the rights and terms of the relevant third party. MBI does not acquire ownership of third-party content merely because the Service retrieves, references, or analyzes it.

MBI does not guarantee that third-party information is complete, accurate, lawful, available, current, or suitable for Customer's purpose.

Sources may change, restrict access, remove information, impose rate limits, or become unavailable. MBI may change or discontinue access to any source where necessary for legal, technical, commercial, or operational reasons.

Customer is responsible for its downstream use of third-party information.

9. Acceptable use

Customer must not use the Service to:

• violate applicable law or third-party rights;
• conduct unlawful surveillance, harassment, stalking, discrimination, or profiling;
• make solely automated decisions about individuals that produce legal or similarly significant effects unless Customer has independently established a lawful basis and appropriate safeguards;
• determine eligibility for employment, credit, insurance, housing, healthcare, or essential services without appropriate lawful processes and human oversight;
• upload malware or attempt to compromise the Service;
• bypass usage limits, security controls, authentication, or access restrictions;
• reverse engineer the Service except where mandatory law expressly permits it;
• use automated means to extract the Service itself, its proprietary datasets, or its underlying software beyond permitted APIs;
• interfere with other customers or Service availability;
• submit content Customer has no right to process; or
• use the Service to develop or operate an unlawful competing dataset or service.

MBI may investigate suspected misuse and may suspend access where reasonably necessary to protect the Service, third parties, or MBI.

10. Intellectual property

MBI and its licensors retain all rights in the Service, including its software, architecture, workflows, user interface, templates, prompts created by MBI, models or model configurations owned by MBI, documentation, branding, and proprietary datasets.

Except for the rights expressly granted in these Terms, no intellectual-property rights are transferred.

Customer may provide feedback. MBI may use feedback without restriction or payment, provided it does not identify Customer or disclose Customer Confidential Information.

11. Confidentiality

Each party may receive non-public information from the other party that is identified as confidential or should reasonably be understood to be confidential ("Confidential Information").

The receiving party must:

• use Confidential Information only for the purposes of the relationship;
• protect it using reasonable safeguards; and
• disclose it only to personnel, advisers, and service providers who need it and are subject to confidentiality obligations.

Confidential Information does not include information that the receiving party can demonstrate:

• is publicly available without breach;
• was lawfully known without confidentiality obligation;
• was independently developed without use of the other party's Confidential Information; or
• was lawfully received from a third party without confidentiality restriction.

A party may disclose Confidential Information where required by law, provided it gives advance notice where legally permitted.

12. Privacy and data protection

MBI processes personal data in accordance with the Privacy Policy.

Where MBI processes personal data on Customer's behalf as a processor, the Data Processing Agreement applies and forms part of these Terms.

Persistent Customer Content and primary application data are hosted in the European Union. Certain subprocessors, including AI providers, may process data outside the European Economic Area where necessary to provide the Service. International transfers of personal data are handled in accordance with the Data Processing Agreement and applicable data-protection law.

13. Security

MBI maintains technical and organizational measures designed to protect Customer Content against unauthorized access, loss, alteration, or disclosure.

No internet service is completely secure. Customer remains responsible for appropriate internal controls, endpoint security, user management, and secure use of exported reports and data.

14. Availability and support

MBI aims to provide a reliable Service but does not guarantee uninterrupted or error-free operation unless a separate service-level agreement expressly applies.

The Service may be unavailable due to maintenance, updates, third-party outages, security events, internet failures, force majeure, or other events outside MBI's reasonable control.

MBI may perform emergency maintenance without advance notice.

15. Suspension

MBI may suspend all or part of the Service where reasonably necessary because of:

• non-payment;
• a material breach of these Terms;
• a security threat;
• suspected unlawful use;
• material risk to MBI, other customers, or third parties;
• a legal or regulatory requirement; or
• a third-party provider suspending a service required to operate the relevant feature.

Where practicable, MBI will limit the suspension to the affected account, feature, or activity and restore access when the issue is resolved.

16. Termination

Customer may stop using the Service at any time and may cancel a subscription in accordance with Section 4.

Either party may terminate an agreement for material breach if the breach is not cured within 14 days after written notice, where the breach is capable of cure.

MBI may terminate immediately for serious unlawful conduct, deliberate security abuse, fraud, or conduct that creates material legal or security risk.

MBI may discontinue a paid Service or plan for convenience with at least 30 days' notice. If MBI terminates a prepaid paid Service for convenience before the end of the paid period, MBI will refund the unused prepaid portion.

Upon termination:

• Customer's right to use the Service ends;
• outstanding fees become due;
• Customer should export information it wishes to retain before access ends; and
• Customer Content is deleted or returned in accordance with the Data Processing Agreement and MBI's retention processes.

Sections intended by their nature to survive termination remain in effect, including confidentiality, intellectual property, disclaimers, liability, and governing law.

17. Warranties and disclaimers

Each party warrants that it has authority to enter into the agreement.

Except as expressly stated, the Service is provided "as is" and "as available".

To the maximum extent permitted by law, MBI disclaims implied warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted availability, and accuracy of third-party information or AI Output.

MBI does not warrant that use of the Service will identify every relevant market event, source, risk, competitor action, customer development, or business opportunity.

18. Limitation of liability

Nothing in these Terms limits liability that cannot lawfully be limited, including liability for fraud, fraudulent misrepresentation, wilful misconduct, or death or personal injury caused by negligence where such exclusion is prohibited.

Subject to the above:

1. neither party is liable for indirect, incidental, special, exemplary, punitive, or consequential loss, or for loss of profit, revenue, goodwill, anticipated savings, or business opportunity, except to the extent such loss is part of a third-party claim covered by an express indemnity; and
2. each party's aggregate liability arising from or related to the Service during any rolling 12-month period is limited to the fees paid or payable by Customer for the Service during the 12 months preceding the event giving rise to the claim.

For a free Service, MBI's aggregate liability is limited to EUR 100.

The limitations apply regardless of the legal theory and even if a party has been advised of the possibility of loss.

19. Customer indemnity

Customer will defend and indemnify MBI against third-party claims, damages, and reasonable costs arising from:

• Customer Content;
• Customer's unlawful use of the Service;
• Customer's infringement of third-party rights; or
• Customer's material breach of Section 9.

This obligation does not apply to the extent a claim results from MBI's breach of these Terms or unlawful conduct.

20. Changes to these Terms

MBI may update these Terms to reflect changes to the Service, law, security requirements, business operations, or commercial practices.

Material changes that adversely affect existing paid Customers take effect no earlier than 30 days after notice, unless an earlier change is reasonably required by law, security, or a third-party dependency.

Continued use after the effective date constitutes acceptance of the updated Terms.

Changes to individual AI providers, models, source providers, or technical subprocessors do not by themselves require an update to these Terms. Data-protection notice requirements remain governed by the DPA.

21. Notices

Operational notices may be provided through the Service, account notifications, or email to an account administrator.

Formal contractual notices may be sent using the contact information shown in the Customer account, order, invoice, or MBI website footer.

Customer is responsible for keeping administrator contact information current.

22. Assignment

Customer may not assign the agreement without MBI's prior written consent, except as part of a merger, reorganization, or sale of substantially all relevant assets where the successor is not a direct competitor of MBI and assumes the agreement.

MBI may assign the agreement as part of a corporate reorganization, financing, merger, acquisition, or sale of business or assets.

23. Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including major internet or infrastructure failures, cloud or AI-provider outages, cyberattacks not caused by failure to maintain reasonable security, natural disasters, war, civil disturbance, government action, labor disputes, or widespread utility failures.

Payment obligations for services already delivered are not excused.

24. Governing law and disputes

These Terms and any non-contractual obligations arising from them are governed by Danish law, excluding conflict-of-law rules.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The courts of Copenhagen, Denmark have exclusive jurisdiction, unless mandatory law requires otherwise.

25. Entire agreement and precedence

These Terms, the applicable order or subscription terms, the Privacy Policy, and the DPA where applicable form the agreement between MBI and Customer regarding the Service.

If there is a conflict:

1. the DPA controls for personal-data processing;
2. a signed or expressly accepted order controls for commercial terms specific to that order; and
3. these Terms control for all remaining matters.

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