Enterprise Master Terms of Service

Capitalized terms used in these Terms have the meanings set forth in this Section 1 unless the context clearly requires otherwise.

For purposes of the Agreement, "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 fifty percent (50%) of the voting securities or equivalent equity interests. An entity shall be considered an Affiliate only for so long as such control exists.

An "Authorized User" is any employee, contractor, agent, or representative of Customer who is authorized by Customer to access and use the Services on its behalf, subject to the terms of an order form and these Terms.

"Customer Data" means all data, information, and content that Customer or its Authorized Users input into, transmit through, or cause to be processed by the Services, excluding ATMList Data and Aggregated Data.

References to "Documentation" mean ATMList's then-current technical specifications, API reference materials, integration guides, and usage policies made available through its developer portal or otherwise provided to Customer in writing, as updated from time to time.

These Terms, together with any order form, statement of work, Data Processing Agreement, and any policies or schedules incorporated by reference, constitute the entire agreement (the "Agreement") between the Parties with respect to the subject matter hereof.

Customer's acceptance of these Terms is effective upon the earliest of: (a) execution of an order form that references these Terms; (b) registration for an organization account through ATMList's self-service portal; (c) generation or use of production API credentials; or (d) any other access to or use of the Services following publication of these Terms.

ATMList may update these Terms from time to time. Material changes will be communicated to Customer through the Services, by email to the address on file, or through the legal portal at least thirty (30) days before they become effective. Continued use after the effective date constitutes acceptance of the updated Terms.

If Customer does not agree to the updated Terms, Customer must cease use of the Services before the effective date and may terminate the Agreement in accordance with Section 24 (Suspension and termination).

In the event of any conflict or inconsistency among the documents forming the Agreement, the following order of precedence shall apply, with each document taking precedence over those listed after it:

• A fully executed Master Services Agreement (MSA) between the Parties;
• An executed statement of work (SOW) or enterprise order form specifically referencing the MSA;
• A separately executed Service Level Agreement (SLA) applicable to the ordered Services;
• A fully executed Data Processing Agreement (DPA) between the Parties;
• These Master Terms; and
• Standard order forms, schedules, exhibits, and the Documentation.

In the absence of a conflicting provision in a higher-precedence document, these Terms shall govern all access to and use of the Services not otherwise addressed in executed enterprise agreements.

Where an enterprise agreement addresses a particular subject matter (for example, data processing, security obligations, or service levels) and these Terms also address it, the enterprise agreement controls for that subject matter, and these Terms continue to govern all other aspects of the relationship.

ATMList shall make the Services available to Customer as described in the applicable order form and in accordance with the Documentation. Service specifications, data coverage territories, API rate limits, query volumes, support tiers, and availability commitments are defined per plan, order form, or enterprise schedule.

ATMList may update the Documentation to reflect improvements, new features, or operational changes. Material reductions in committed functionality or coverage shall be communicated to Customer in advance where required by the applicable SLA or, in the absence of an SLA, with reasonable prior notice.

Customer acknowledges that the Services rely on data from third-party ATM operators, card networks, geospatial providers, and other data sources whose availability and accuracy are outside ATMList's direct control. ATMList uses commercially reasonable efforts to maintain data quality but does not guarantee the continuous availability of any individual third-party data source.

ATMList may make available optional beta, preview, or early-access features ("Previews") as described in Section 5 (Beta and preview features). Such Previews are excluded from the service commitments in this Section 4.

ATMList may from time to time invite Customer to try features, datasets, or integrations that are designated as "beta," "preview," "early access," "experimental," or similar labels ("Previews"). Previews are provided for evaluation purposes only and are not part of the Services for the purposes of the Agreement.

Previews are provided "AS IS" without warranty of any kind, express or implied, and without any service-level, support, or indemnification obligation. ATMList may modify, suspend, or discontinue any Preview at any time without liability.

Customer's use of Previews is at its sole discretion and risk. Any data provided to or generated through a Preview may be used by ATMList to improve the Services, subject to the confidentiality provisions of Section 18 (Confidentiality).

Notwithstanding the foregoing, any Preview that ATMList makes generally available as part of the production Services shall, from the date of such general availability, be subject to the full terms of the Agreement.

Customer must register for an organization account to access the Services. Customer represents and warrants that all registration information is accurate, current, and complete, and agrees to maintain and promptly update such information as necessary.

Customer is responsible for designating at least one administrator for its organization account. The administrator is responsible for managing Authorized Users, configuring access controls, and maintaining account settings. ATMList may rely on instructions received from the designated administrator as authorized by Customer.

Customer shall implement and maintain appropriate internal policies governing access to and use of its organization account, including periodic review of Authorized User lists and prompt deactivation of accounts for personnel who no longer require access.

Customer may permit Authorized Users to access and use the Services solely on Customer's behalf and for Customer's internal business purposes. Customer shall ensure that each Authorized User complies with these Terms, and Customer shall be fully responsible and liable for any act or omission of its Authorized Users, including any breach of these Terms.

Customer shall not permit any Authorized User to share, transfer, or sublicense their account credentials. Each Authorized User must use unique credentials and must not use the credentials of another individual.

Customer shall promptly notify ATMList of any unauthorized access to or use of its accounts or credentials. ATMList reserves the right to suspend or terminate any Authorized User account that it reasonably believes has been compromised or is being used in violation of these Terms.

Access to the Services' programmatic interfaces requires API keys, tokens, or other authentication credentials ("Credentials"). Customer is solely responsible for safeguarding its Credentials and for all activity occurring under them.

Customer shall: (a) store Credentials securely and not embed them in publicly accessible source code, client-side applications, or unencrypted configuration files; (b) implement key rotation policies consistent with industry best practices; (c) restrict Credential usage to approved environments and applications; and (d) immediately revoke and replace any Credential that is, or is suspected to have been, compromised.

ATMList may monitor Credential usage for compliance with rate limits, acceptable use, and security purposes. ATMList may temporarily limit or revoke Credentials if it detects anomalous activity indicative of a security incident, credential compromise, or violation of these Terms, with notice to Customer as soon as reasonably practicable.

Customer shall not, and shall not permit or authorize any Authorized User or third party to, use the Services in any manner that violates these Terms or applicable law. The following activities are expressly prohibited:

• Accessing or using the Services through unauthorized automated means, exceeding published rate limits, circumventing access controls, or interfering with the integrity, performance, or security of the Services, including through denial-of-service attacks, scraping bots, or traffic that materially degrades platform availability for other customers;
• Reverse engineering, decompiling, disassembling, or otherwise attempting to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services, except to the limited extent expressly permitted by applicable law notwithstanding this contractual restriction;
• Reselling, sublicensing, redistributing, or making available ATMList Data or Services outputs to any third party except as expressly authorized in a written agreement with ATMList;
• Using the Services or outputs thereof to construct, train, validate, or improve a competing ATM or cash-access location database, service, or model without a separate written data license from ATMList;
• Presenting fee-free, surcharge, or cash-access outcomes to consumers without clear and prominent disclaimers stating that ATM availability, fees, and network participation are controlled by third-party operators and may change without notice;
• Transmitting, storing, or processing special-category personal data (as defined under GDPR or equivalent regulation), full primary account numbers, cardholder data, or sensitive authentication data through the Services where not required for the contracted use case and not covered by supplementary agreements;
• Using the Services in connection with any activity that is unlawful, fraudulent, deceptive, or that infringes or violates the intellectual property, privacy, or publicity rights of any third party;
• Using the Services to develop or deploy any application that ATMList reasonably determines poses a risk to the security, stability, or reputation of the Services or ATMList's infrastructure;
• Accessing the Services for purposes of benchmarking, competitive analysis, or building a competitive product or service without ATMList's prior written consent; and
• Permitting or facilitating any of the foregoing by any Authorized User, contractor, or third party.

ATMList reserves the right, but not the obligation, to monitor Customer's use of the Services for compliance with this Section 9. Any use that ATMList reasonably determines to be in violation of this Section may result in immediate suspension pursuant to Section 24 (Suspension and termination).

Customer acknowledges that the Services provide informational and reference data only and do not constitute financial advice, payment processing, money transmission, or regulated financial services. Customer is solely responsible for determining whether its use of the Services and the outputs thereof complies with all applicable financial services laws, regulations, and regulatory guidance in each jurisdiction where Customer operates.

Customer shall not use the Services in a manner that would require ATMList to register as a money transmitter, payment institution, credit reference agency, or other regulated entity in any jurisdiction. Customer represents that it holds all licenses, registrations, and authorizations required to conduct its business in connection with which it uses the Services.

ATMList makes no representation that the Services or the data provided through them satisfy any regulatory obligation of Customer, including obligations related to anti-money laundering, counter-terrorist financing, sanctions screening, consumer disclosure, or fair lending. Customer shall independently evaluate and satisfy all such obligations.

Customer represents and warrants that it is not, and will not permit the Services to be accessed or used by, any person or entity that is: (a) located in, organized under the laws of, or ordinarily resident in any country or territory that is the target of comprehensive economic sanctions administered by Japan, the United States, the European Union, the United Kingdom, or the United Nations (collectively, "Sanctions Authorities"); (b) identified on any list of sanctioned or restricted parties maintained by any Sanctions Authority; or (c) owned or controlled, directly or indirectly, by any such person or entity.

Customer shall not use, export, re-export, or transfer the Services, Documentation, or any outputs thereof in violation of applicable export control laws, including the Foreign Exchange and Foreign Trade Act of Japan and applicable regulations of the United States Export Administration Regulations and International Traffic in Arms Regulations.

ATMList may immediately suspend or terminate access to the Services if it reasonably determines that continued provision would violate applicable export controls or sanctions laws, with notice to Customer to the extent legally permitted.

Fees for the Services are set forth in the applicable order form. Unless otherwise specified, fees are denominated in United States dollars (USD) and are non-cancelable and non-refundable except as expressly provided in these Terms or the order form.

ATMList shall invoice Customer in accordance with the billing frequency specified in the order form. Unless otherwise stated, invoices are payable within thirty (30) calendar days of the invoice date. All payments must be made in immediately available funds by wire transfer or automated clearing house to the bank account designated by ATMList.

Late payments shall bear interest at the lesser of one and one-half percent (1.5%) per month, compounded monthly, or the maximum rate permitted by applicable law, calculated from the due date until payment is received in full. Customer shall reimburse ATMList for all reasonable costs of collection, including legal fees, incurred in connection with overdue amounts.

ATMList reserves the right to suspend provision of the Services if any undisputed invoice remains unpaid for more than fifteen (15) calendar days after ATMList provides written notice of overdue payment. Suspension does not relieve Customer of its obligation to pay all amounts due.

All fees are exclusive of any applicable taxes, levies, duties, or similar governmental assessments, including value-added tax, goods and services tax, sales and use tax, and withholding tax (collectively, "Taxes"). Customer is responsible for all Taxes associated with its purchase of the Services, excluding Taxes based on ATMList's net income.

If Customer is required by applicable law to deduct or withhold any Tax from payments to ATMList, Customer shall gross up the payment such that ATMList receives the full amount of the fee as if no deduction or withholding had been made. Customer shall provide ATMList with official tax receipts or other documentation evidencing payment of the withheld amounts.

If a Tax exemption applies, Customer shall provide ATMList with a valid tax exemption certificate or equivalent documentation. ATMList shall apply the exemption to future invoices received after the date of receipt of valid documentation. Customer shall indemnify ATMList for any Taxes, penalties, or interest assessed against ATMList as a result of Customer's failure to pay applicable Taxes.

The duration, scope, and applicable limits of any free trial or evaluation period ("Trial Period") shall be as specified in the trial registration, order form, or accompanying Documentation. ATMList may offer or discontinue Trial Periods in its sole discretion.

During the Trial Period, the Services are provided "AS IS" without warranty, indemnification, service-level commitment, or support obligation of any kind. ATMList's aggregate liability arising out of or relating to a Trial Period shall not exceed one hundred United States dollars (USD 100.00).

Unless Customer enters into a paid subscription before the end of the Trial Period, ATMList may suspend or terminate access to the Services at the conclusion of the Trial Period. Any Customer Data remaining on ATMList's systems after the Trial Period may be deleted in accordance with ATMList's data retention policies.

Any configuration, integration work, or customized outputs developed by Customer during the Trial Period shall not entitle Customer to continued access at the Trial Period pricing or terms, and paid subscription pricing shall apply upon conversion to a production subscription.

Subject to Customer's compliance with these Terms and payment of all applicable fees, ATMList grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable, worldwide license during the applicable subscription term to: (a) access and use the Services solely for Customer's internal business purposes; and (b) use the Documentation in support of such authorized access and use.

Customer may incorporate Service outputs into its own products, applications, and end-user interfaces, provided that such incorporation does not constitute or enable: (a) bulk extraction or redistribution of ATMList Data as a standalone dataset; (b) white-label resale of the Services; or (c) use of Service outputs to train, validate, or improve machine-learning models for any party other than Customer, in each case without a separate written license from ATMList.

No license, right, or interest in any ATMList trademark, service mark, trade name, or logo is granted under these Terms except as expressly set forth in Section 29 (Publicity and brand use).

All rights not expressly granted to Customer in these Terms are reserved by ATMList and its licensors.

As between the Parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants ATMList a non-exclusive, worldwide, royalty-free license during the term of the Agreement to access, process, and store Customer Data solely as necessary to provide the Services and to fulfill ATMList's obligations under the Agreement.

As between the Parties, ATMList retains all right, title, and interest in and to: (a) the Services, the Documentation, and all underlying software, algorithms, models, databases, and technology; (b) ATMList Data, which comprises the ATM location records, fee and surcharge data, network affiliation information, and all other datasets made available through the Services; (c) Aggregated Data, which is data derived from the operation or use of the Services that has been de-identified and aggregated such that it cannot reasonably identify Customer, its Authorized Users, or any natural person; and (d) all intellectual property rights in each of the foregoing.

Service outputs generated through Customer's authorized use of the Services ("Outputs") are licensed to Customer under Section 15 (License grant and restrictions) for the duration of the subscription term. Upon termination, Customer's license to Outputs terminates, and Customer shall cease use of Outputs, subject to any surviving rights set forth in Section 26 (Survival).

ATMList may use Aggregated Data for any lawful purpose, including to improve the Services, develop new products, publish industry benchmarks, and conduct research, provided that Aggregated Data does not identify Customer or its Authorized Users.

Customer may, at its option, provide ATMList with suggestions, enhancement requests, recommendations, corrections, or other feedback regarding the Services ("Feedback"). Feedback is entirely voluntary, and ATMList shall have no obligation to implement or act upon any Feedback.

Customer hereby grants ATMList a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive license to use, reproduce, modify, adapt, create derivative works of, distribute, and otherwise exploit the Feedback for any purpose, including incorporation into the Services, without restriction, attribution, or compensation of any kind.

Customer represents that Feedback does not contain any confidential information of Customer and that Customer has all necessary rights to grant the license above.

Each Party (the "Receiving Party") may receive or have access to non-public, proprietary, or confidential information of the other Party (the "Disclosing Party") in connection with the Agreement ("Confidential Information"). Confidential Information includes, without limitation, the terms and pricing of the Agreement, trade secrets, business plans, Customer Data (as Confidential Information of Customer), and the Services, Documentation, and ATMList Data (as Confidential Information of ATMList).

The Receiving Party shall: (a) protect the Disclosing Party's Confidential Information using at least the same degree of care it uses to protect its own Confidential Information of a similar nature, but in no event less than reasonable care; (b) use the Disclosing Party's Confidential Information solely for the purpose of performing its obligations or exercising its rights under the Agreement; and (c) limit access to Confidential Information to those of its employees, contractors, agents, and representatives who have a need to know and who are bound by confidentiality obligations no less protective than those in this Section.

Confidential Information does not include information that: (a) is or becomes generally available to the public through no breach of the Agreement by the Receiving Party; (b) was lawfully in the Receiving Party's possession prior to disclosure by the Disclosing Party; (c) is lawfully received by the Receiving Party from a third party without restriction on disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or court order, provided that the Receiving Party: (a) gives the Disclosing Party prompt written notice to the extent legally permitted; (b) reasonably cooperates with the Disclosing Party's efforts to limit or protect against such disclosure; and (c) discloses only the minimum Confidential Information required to comply.

ATMList shall implement and maintain administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Customer Data. These safeguards shall be no less rigorous than those described in ATMList's Information Security Overview, as updated from time to time, or those set forth in a separately executed Data Processing Agreement, if applicable.

ATMList shall maintain a written information security program that addresses: (a) risk assessment and management; (b) access controls and authentication; (c) network and infrastructure security; (d) encryption of data in transit and at rest; (e) vulnerability management and patch management; (f) incident detection and response; (g) business continuity and disaster recovery; and (h) personnel security and training.

Customer is responsible for: (a) securing its own systems, networks, and applications that connect to the Services; (b) managing access controls for its Authorized Users; (c) promptly reporting any security incidents involving Customer's use of the Services to ATMList; and (d) maintaining appropriate backup and recovery procedures for Customer Data.

Each Party shall notify the other without undue delay upon becoming aware of any actual or reasonably suspected unauthorized access to, disclosure of, or loss of the other Party's Confidential Information. The notifying Party shall provide reasonable cooperation and information to assist the other Party in investigating and responding to the incident.

ATMList shall provide Customer with the support services described in the Documentation or the applicable order form. Support levels, response times, and escalation procedures are defined per plan or enterprise schedule. In the absence of a separately executed Service Level Agreement, support is provided on a reasonable-efforts basis during ATMList's standard business hours in the Japan time zone.

Customer acknowledges that service-level commitments, uptime guarantees, and any associated service credits or remedies are governed exclusively by a separately executed SLA. In the absence of such an SLA: (a) ATMList makes no commitment regarding availability, uptime, or performance of the Services; (b) ATMList shall not be liable for any unavailability, interruption, or degradation of the Services; and (c) no service credits or other remedies shall apply.

ATMList may temporarily suspend access to the Services to perform scheduled maintenance, provided that ATMList uses commercially reasonable efforts to: (a) schedule maintenance during low-usage periods; (b) provide advance notice where reasonably practicable; and (c) minimize the duration of any interruption. Emergency maintenance may be performed without advance notice where reasonably necessary to protect the security or stability of the Services.

Each Party represents and warrants that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation; (b) it has the full corporate power and authority to enter into the Agreement and to perform its obligations hereunder; and (c) the person executing the Agreement on its behalf has been duly authorized to do so.

ATMList warrants that, during the applicable subscription term, it will provide the Services in a professional and workmanlike manner consistent with generally accepted industry standards for similar data-infrastructure services. Customer's sole and exclusive remedy for breach of this warranty shall be re-performance of the affected Services or, if re-performance is not commercially practicable, a pro-rata refund of fees prepaid for the affected Services for the period during which the breach persisted.

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 21, THE SERVICES, DOCUMENTATION, PREVIEWS, AND ALL DATA AND OUTPUTS PROVIDED THROUGH THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. ATMList HEREBY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, ATMList MAKES NO WARRANTY THAT: (A) THE SERVICES OR ANY DATA OR OUTPUTS WILL BE ERROR-FREE, UNINTERRUPTED, COMPLETE, ACCURATE, OR TIMELY; (B) ANY PARTICULAR ATM WILL BE OPERATIONAL, FEE-FREE, OR AVAILABLE AT THE TIME OF USE; OR (C) THE SERVICES WILL MEET CUSTOMER'S SPECIFIC REQUIREMENTS OR SATISFY ANY REGULATORY OBLIGATION.

CUSTOMER ACKNOWLEDGES THAT THE SERVICES RELY ON DATA FROM THIRD-PARTY ATM OPERATORS, CARD NETWORKS, GEOSPATIAL PROVIDERS, AND OTHER DATA SOURCES THAT ARE OUTSIDE ATMList'S CONTROL. ATMList DOES NOT INDEPENDENTLY VERIFY ALL THIRD-PARTY DATA IN REAL TIME, AND CUSTOMER IS SOLELY RESPONSIBLE FOR EVALUATING THE ACCURACY, COMPLETENESS, AND USEFULNESS OF THE SERVICES AND ANY DATA OR OUTPUTS OBTAINED THROUGH THEM.

ATMList shall defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents from and against any and all third-party claims, demands, suits, or proceedings ("Claims") alleging that Customer's authorized use of the Services in accordance with these Terms infringes or misappropriates such third party's intellectual property rights. ATMList's obligations under this paragraph are subject to Customer: (a) promptly notifying ATMList in writing of the Claim; (b) granting ATMList sole control of the defense and settlement of the Claim; and (c) providing reasonable cooperation and assistance at ATMList's expense.

If the Services become, or in ATMList's opinion are likely to become, the subject of an infringement Claim, ATMList may at its option and expense: (a) procure for Customer the right to continue using the Services; (b) replace or modify the Services to make them non-infringing while preserving substantially equivalent functionality; or (c) if neither (a) nor (b) is commercially practicable, terminate the affected Services and provide a pro-rata refund of prepaid fees for the unexpired portion of the term.

ATMList shall have no obligation under this Section 22 to the extent a Claim arises from: (a) use of the Services in combination with products, services, data, or technology not provided by ATMList, if the Claim would not have arisen but for such combination; (b) modifications to the Services by anyone other than ATMList; (c) use of the Services in violation of these Terms; or (d) Customer's continued use of an allegedly infringing version after ATMList has provided a non-infringing replacement.

Customer shall defend, indemnify, and hold harmless ATMList and its officers, directors, employees, and agents from and against any and all Claims arising from: (a) Customer Data, including any allegation that Customer Data infringes or violates a third party's rights or applicable law; (b) Customer's use of the Services in violation of these Terms or applicable law; or (c) any product, service, or application developed or offered by Customer that incorporates Service outputs. Customer's obligations under this paragraph are subject to equivalent procedural protections as those set forth in the first paragraph of this Section.

This Section 22 states each Party's entire obligation and the other Party's exclusive remedy with respect to any Claim covered by this Section.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF GOODWILL, LOSS OF DATA, BUSINESS INTERRUPTION, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

EXCEPT FOR: (A) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 22 (INDEMNIFICATION); (B) A PARTY'S BREACH OF SECTION 18 (CONFIDENTIALITY); (C) CUSTOMER'S VIOLATION OF SECTION 9 (ACCEPTABLE USE), SECTION 11 (EXPORT CONTROLS AND SANCTIONS), OR SECTION 15 (LICENSE GRANT AND RESTRICTIONS); (D) CUSTOMER'S PAYMENT OBLIGATIONS; AND (E) LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW (COLLECTIVELY, "EXCLUDED CLAIMS"), EACH PARTY'S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO ATMList DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO SUCH LIABILITY.

WITH RESPECT TO EXCLUDED CLAIMS (EXCLUDING CUSTOMER'S PAYMENT OBLIGATIONS), EACH PARTY'S AGGREGATE LIABILITY SHALL NOT EXCEED THE GREATER OF: (A) THREE TIMES (3X) THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO ATMList DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO SUCH LIABILITY; OR (B) TWO MILLION UNITED STATES DOLLARS (USD 2,000,000.00).

THE LIMITATIONS SET FORTH IN THIS SECTION 23 SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND SHALL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THE AGREEMENT IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE FEES PAYABLE UNDER THE AGREEMENT REFLECT THE ALLOCATION OF RISK SET FORTH IN THE AGREEMENT AND THAT ATMList WOULD NOT ENTER INTO THE AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY.

The Agreement commences on the effective date and continues until: (a) the expiration or non-renewal of the subscription term set forth in the applicable order form; or (b) earlier termination as provided in this Section 24.

Either Party may terminate the Agreement, including any outstanding order forms, if the other Party materially breaches the Agreement and fails to cure such breach within thirty (30) calendar days after receiving written notice describing the breach in reasonable detail. Termination shall be effective upon expiration of the cure period if the breach remains uncured.

ATMList may suspend Customer's access to the Services immediately upon written notice if: (a) Customer's use of the Services poses a material security or operational risk to ATMList, its systems, or other customers; (b) ATMList reasonably believes that Customer's use violates Section 9 (Acceptable use), Section 11 (Export controls and sanctions), or applicable law; or (c) required by applicable law or a competent regulatory authority. ATMList shall restore access as soon as reasonably practicable after the grounds for suspension are resolved.

ATMList may terminate the Agreement immediately upon written notice if: (a) Customer becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of any voluntary or involuntary bankruptcy, insolvency, or similar proceeding that is not dismissed within sixty (60) days; or (b) Customer fails to pay undisputed fees within fifteen (15) calendar days after receiving written notice of overdue payment.

Upon termination or expiration of the Agreement for any reason: (a) all licenses and rights granted to Customer under these Terms shall immediately terminate; (b) Customer shall cease all use of and access to the Services; (c) Customer shall delete or destroy all copies of the Documentation and ATMList Confidential Information in its possession or control; and (d) each Party shall, upon the other Party's request, certify in writing that it has complied with its obligations under this Section.

ATMList shall, within thirty (30) calendar days after the effective date of termination, delete or render inaccessible all Customer Data from its production systems, subject to: (a) ATMList's standard backup retention and destruction cycles, during which backup data shall remain subject to the confidentiality and security obligations of the Agreement; and (b) any data that ATMList is required by applicable law to retain, which shall be retained solely for the period and purpose required by law.

Termination of the Agreement shall not relieve Customer of its obligation to pay all fees accrued or payable to ATMList through the effective date of termination. If ATMList terminates the Agreement for Customer's material breach, all unpaid fees for the remainder of the then-current subscription term shall become immediately due and payable.

Termination shall not affect any rights, obligations, or liabilities that have accrued before the effective date of termination or that by their nature are intended to survive termination.

The following provisions shall survive any termination or expiration of the Agreement: Section 1 (Definitions); Section 9 (Acceptable use), solely for claims arising prior to termination; Section 16 (Data and outputs ownership), with respect to ownership rights; Section 17 (Feedback); Section 18 (Confidentiality), for the longer of three (3) years after termination or the period required by applicable law; Section 21 (Warranties and disclaimers); Section 22 (Indemnification); Section 23 (Limitation of liability); Section 25 (Effect of termination); this Section 26 (Survival); Section 30 (Governing law); Section 31 (Dispute resolution); Section 34 (Severability); Section 35 (Entire agreement); and any obligation to pay amounts due and owing as of the effective date of termination.

The expiration or termination of the Agreement shall not prejudice any right or remedy that either Party may have against the other Party that arose prior to the date of termination.

Neither Party may assign, delegate, or otherwise transfer the Agreement, in whole or in part, without the prior written consent of the other Party, except that either Party may assign the Agreement in its entirety without consent to: (a) an Affiliate; or (b) a successor in interest in connection with a merger, acquisition, consolidation, or sale of all or substantially all of its assets, provided that the assignee assumes in writing all obligations of the assigning Party under the Agreement.

Any attempted assignment or transfer in violation of this Section shall be null and void. Subject to the foregoing, the Agreement shall bind and inure to the benefit of the Parties' respective permitted successors and assigns.

Neither Party shall be liable for any delay or failure to perform its obligations under the Agreement (other than payment obligations) to the extent such delay or failure results from any cause beyond its reasonable control, including without limitation acts of God, natural disasters, epidemics, pandemics, acts of war, terrorism, civil unrest, labor disputes, internet or telecommunications outages, actions of governmental authorities, or failure of third-party infrastructure or data sources upon which the Services depend (each, a "Force Majeure Event").

A Party claiming the benefit of this Section shall: (a) promptly notify the other Party in writing of the Force Majeure Event, describing its nature and anticipated duration; (b) use commercially reasonable efforts to mitigate the effects of the Force Majeure Event; and (c) resume performance as soon as reasonably practicable after the Force Majeure Event ceases.

If a Force Majeure Event prevents ATMList from providing the Services for more than thirty (30) consecutive calendar days, either Party may terminate the affected order form without penalty by providing written notice to the other Party, and Customer shall be entitled to a pro-rata refund of prepaid fees for the unexpired portion of the subscription term attributable to the affected Services.

ATMList may identify Customer as a customer of ATMList and may use Customer's name, logo, and a brief factual description of the relationship in its customer lists, marketing materials, website, and investor presentations. Any such use shall be at ATMList's expense and shall not imply endorsement by Customer of ATMList's products or services beyond the fact of the commercial relationship.

ATMList shall comply with any written brand guidelines provided by Customer and shall promptly cease any use of Customer's name or logo upon Customer's reasonable request if such use is causing material harm to Customer's reputation or brand.

Customer may not use ATMList's name, logo, or trademarks in any public communication without ATMList's prior written consent, except that Customer may make factual references to ATMList in its internal documentation, security disclosures, and communications required by law or regulation.

Neither Party shall issue any press release or other public statement relating to the Agreement or the relationship between the Parties without the other Party's prior written approval, except as required by applicable law, regulation, or stock exchange rules.

The Agreement and any dispute or claim arising out of or in connection with it, including non-contractual disputes and claims, shall be governed by and construed in accordance with the laws of Japan, without regard to its conflict-of-law principles.

The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to the Agreement.

The Parties submit to the exclusive jurisdiction of the Tokyo District Court for the resolution of any dispute arising out of or in connection with the Agreement, provided that either Party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

The Parties shall use good-faith efforts to resolve any dispute, controversy, or claim arising out of or relating to the Agreement ("Dispute") through informal negotiation. Either Party may initiate the dispute resolution process by delivering written notice to the other Party describing the Dispute in reasonable detail.

Upon receipt of a Dispute notice, the Parties shall promptly designate authorized representatives who shall meet (in person, by video conference, or by telephone) to attempt to resolve the Dispute within thirty (30) calendar days of the Dispute notice. If the initial representatives are unable to resolve the Dispute, either Party may escalate the Dispute to senior management of each Party.

If the Parties fail to resolve the Dispute through negotiation within sixty (60) calendar days of the Dispute notice, or within such longer period as the Parties may agree in writing, either Party may pursue its remedies in accordance with Section 30 (Governing law), including by filing a claim in the Tokyo District Court.

Notwithstanding the foregoing, either Party may seek emergency injunctive or other equitable relief without first following the procedures in this Section 31 if necessary to prevent irreparable harm.

All notices, consents, approvals, and other communications required or permitted under the Agreement shall be in writing and shall be: (a) delivered personally; (b) sent by registered or certified mail, return receipt requested; or (c) sent by electronic mail to the addresses specified in the applicable order form or, if none, to the legal contact address maintained in the account record.

Notices shall be deemed effective: (a) upon personal delivery; (b) five (5) business days after deposit in the mail as described above; or (c) upon confirmation of receipt when sent by electronic mail, provided that an automated "read receipt" alone shall not constitute confirmation. If a notice sent by electronic mail is not affirmatively acknowledged by the recipient within two (2) business days, the sender shall send a follow-up notice by an alternative method.

Either Party may update its notice address by providing written notice to the other Party in accordance with this Section 32.

ATMList may modify these Terms from time to time as described in Section 2 (Agreement and acceptance). Any modification to the Agreement other than those made unilaterally by ATMList as permitted by these Terms shall be effective only if set forth in a written instrument signed by authorized representatives of both Parties.

Order forms, statements of work, and other documents ancillary to these Terms may be amended only by a written instrument signed by both Parties, unless the terms of such document expressly provide otherwise.

Notwithstanding the foregoing, pre-printed terms on any purchase order, invoice, or similar document shall not modify or supplement the Agreement, regardless of any statement to the contrary in such document, and any such terms are expressly rejected.

If any provision of the Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable while preserving the Parties' original intent to the greatest extent possible.

If the provision cannot be modified to be enforceable, it shall be severed from the Agreement, and the remaining provisions shall continue in full force and effect. The invalidity or unenforceability of any provision in a particular jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.

The Agreement, including these Terms, all order forms, the DPA (if applicable), and any schedules, exhibits, and amendments thereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, warranties, and understandings, whether written or oral, relating to such subject matter.

Each Party acknowledges that, in entering into the Agreement, it has not relied on and shall have no remedy in respect of any statement, representation, warranty, or understanding (whether negligently or innocently made) other than as expressly set forth in the Agreement. Nothing in this Section shall limit or exclude liability for fraud.

In the event of any inconsistency between these Terms and any other document forming part of the Agreement, the order of precedence in Section 3 (Order of precedence) shall apply.

Except as expressly provided in this Section 36, the Agreement is for the sole benefit of the Parties and their respective permitted successors and assigns, and nothing in the Agreement shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature.

Solely for purposes of enforcing the rights granted to them, each Party's Affiliates that are permitted to use the Services under the Agreement shall be third-party beneficiaries of the Agreement, provided that the contracting Party shall remain primarily responsible for all acts and omissions of its Affiliates.

For questions concerning these Terms, the Services, or the Agreement generally, Customer may contact ATMList through the support channels available in the Services or by electronic mail at the addresses below. Enterprise procurement, security questionnaires, and vendor onboarding inquiries should be directed to [email protected].

Legal notices, including notices of breach, termination, or dispute, must be sent in accordance with Section 32 (Notices). Correspondence sent to any other address shall not constitute effective notice under the Agreement.

• Legal and privacy: [email protected]
• Registered office: Otemachi Financial City South Tower 12F, 1-9-7 Otemachi, Chiyoda-ku, Tokyo 100-0004, Japan