Subscription Agreement

Last revised: September 9, 2026

This Agreement is entered into by and between Smarty, LLC (“Smarty”) and the corporation, company, partnership, sole proprietorship, or other business entity executing this Agreement (“Subscriber”). Smarty and the Subscriber may each be referred to individually as a “Party” and collectively as the “Parties.”

The person executing the Subscription Agreement on the Subscriber’s behalf warrants that they have the authority to bind the Subscriber to this Subscription Agreement. When the Subscriber agrees to the Subscription Agreement in an online interface, Smarty, LLC is deemed to have executed the Subscription Agreement with the Subscriber.

Unless superseded by a signed agreement between Subscriber and Smarty, this Agreement governs Subscriber’s use of, and Smarty’s provision of, the Subscription Services (as defined below). This Agreement is effective on the date the Subscriber first clicks “I agree to the Subscription Agreement” (or words of similar effect) (the “Effective Date”).

1. DEFINITIONS

“Agreement” means this Subscription Agreement, together with the Sales Orders entered into by Subscriber or any of its Affiliates, the applicable Product Terms, all exhibits, schedules, annexes, or addenda to this Subscription Agreement, including the Product Terms attached as Exhibit A (to the extent applicable), the Service Level Agreement and any other documents or policies incorporated by reference.

“API Products” means the subscription-based software provided by Smarty that implements application programming interfaces (APIs), hosted and operated on Smarty’s cloud infrastructure. API Products process Subscriber Data submitted through authenticated API calls and return Output Data in response. Access to API Products is provided solely through the Subscription Services during the applicable Subscription Term.

“Authorized User” means any individual permitted by Subscriber to access the Subscription Services under its Subscription and account, whether through the Dashboard, via assigned security keys, or as otherwise authorized by Subscriber, including employees, contractors, agents, and third-party service providers acting on Subscriber's behalf, subject to the terms of this Agreement. Authorized Users do not include automated systems, External Systems, or bots.

“Authorized Third Party” means any subcontractor, agent, implementer, integrator, or other third party that is authorized by Subscriber to perform services or implement solutions related to Subscriber’s access to or use of the Subscription Services on Subscriber’s behalf.

“Business Relationship Data” has the meaning defined in Section 3.2

“Data Products” means datasets or data files provided in a fixed structure or format (e.g., CSV, Excel, JSON). Data Products may be delivered directly as files via secure transfer, or through a hosted API provided by Smarty (e.g., Download API). Data Products may be updated periodically and may include Licensed Data and Smarty Data. Data Products are not generated dynamically in response to Subscriber Data and are distinct from Output Data.

“Documentation” means the guides, manuals, technical materials, and other resources provided by Smarty to help the Subscriber implement, integrate, and use the API Products, as updated from time to time. The primary Documentation is available at https://www.smarty.com/docs.

“External System” means any software, hardware, platform, computer programming code, binary executable, script, or other technology not provided by Smarty that is used by the Subscriber in connection with the Subscription Services. External Systems include the Subscriber’s IT systems and third-party platforms, services, or integrations used in conjunction with the Subscription Services.

“Input Data” means the address and location input data submitted to the APIs of the Subscription Services by Subscriber, Authorized Users or, if applicable, end users.

“Internal Business Purposes” means access and use of the Subscription Services and associated Output Data by Subscriber and its Authorized Users solely for Subscriber’s internal business operations, including administrative, analytical, and operational support functions. This may include embedding permitted API Products into Subscriber’s website or application, provided the API functions only in the background to process data and deliver results to end-users interacting with Subscriber’s interface. Internal Business Purposes do not include resale, sublicensing, redistribution, or any other commercial exploitation, or making the Subscription Services or bulk Output Data available to any third party (including standalone or raw form), except as expressly authorized under a written license granted by Smarty.

“Licensed Data” means any data or content licensed to Smarty by a third-party data licensor which Smarty incorporates into or uses to generate Output Data or Data Products as part of the Subscription Services.

“Lookups” means a unit of measurement for Subscriber’s usage of the API Products, generally corresponding to a single search, keystroke, address submission, or other data query that triggers the retrieval of Output Data. The specific calculation or counting method for Lookups may vary by API Product, as described in the applicable Product Terms, Sales Order, or Documentation. For example, one API Product may count a complete address submission as a single Lookup, while another may count each individual keystroke.

“Operational Data” has the meaning defined in Section 9.1.

“Output Data” means any data, content, or other results made available to the Subscriber solely through subscribed API Products or other components of the Subscription Services, generated dynamically in response to Subscriber Data submitted through authenticated API calls. Output Data may include, or be generated from, Smarty Data and Licensed Data.

“Product Terms” means the additional terms, restrictions, and copyright notices that apply to specific API Products, Output Data, Data Products, or any incorporated Licensed Data under this Agreement. Product Terms may include both Smarty’s product-specific terms and third-party license terms governing the use of Licensed Data.

“Sales Order” means an ordering document or online confirmation page that specifies the Subscription Services to be provided, including the API Products, plan details (such as Lookup volume, processing speeds, and other features), Data Products, Subscription Term, features, fees, payment terms, upgrades, the Product Terms, and any additional terms or entitlements.

“Smarty Data” means data and content owned or independently developed by Smarty and excludes Licensed Data and Subscriber Data.

“Smarty Technology” means all proprietary technology owned, controlled, or otherwise produced and created by Smarty that is used in connection with providing the Subscription Services, including software, features, tools, functionality, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs, and other technical material or information.

“Subscriber Data” means data and content that, as between Subscriber and Smarty, Subscriber owns or controls, but does not include Operational Data, Business Relationship Data, Smarty Data, or Licensed Data generated by or available through the Subscription Services.

“Subscription Services” means the hosted, subscription-based services provided by Smarty to the Subscriber under this Agreement. These may include access to Smarty’s API Products, Data Products, Output Data, Licensed Data, Smarty Data, and related Smarty Technology, each made available through Smarty-operated cloud infrastructure. Access to the Subscription Services is provided through unique authentication credentials (e.g., security keys) and made available for the duration of the applicable Subscription Term.

“Subscription Term” means the period the Subscriber is permitted to access and use the Subscription Services under an applicable Sales Order. The Subscription Term begins on the service activation date specified in the Dashboard or the applicable Sales Order and ends upon the earlier of: (i) the expiration date stated in the Sales Order, or (ii) the exhaustion of the total allotted number of Lookups. For the avoidance of doubt, unless otherwise specified in the Sales Order, the Subscription Term will end no later than one (1) year from the activation date, even if any portion of the allotted Lookups remain unused.

“US State Privacy Laws” means all applicable US state privacy laws, including the California Consumer Privacy Act (“CCPA”) and the California Privacy Rights Act (“CPRA,” and together with the CCPA, “California Privacy Law”), the Virginia Consumer Data Protection Act, the Colorado Privacy Act, the Connecticut Act Concerning Personal Data Privacy and Online Monitoring, the Oregon Consumer Privacy Act, the Maryland Online Data Privacy Act, the Texas Data Privacy and Security Act, the New Jersey Data Privacy Law, and any other US state privacy laws applicable to the processing under this Agreement.

2. SUBSCRIPTION SERVICES

2.1. Provision of Subscription Services. Subject to Subscriber’s timely payment of all Subscription Fees, and in accordance with this Agreement, the applicable Sales Order, Product Terms, and Service Level Agreement, Smarty will provide the Subscription Services during the Subscription Term.

2.2. Service Level Agreement. Smarty provides a Service Level Agreement (“SLA”) for its API Products, which sets forth the applicable service availability commitments and performance standards. The SLA does not apply to services offered at no charge, including those provided under a Free Trial. Smarty may update the SLA from time to time; any such changes will not materially diminish the overall level of service availability during an active Subscription Term.

2.3. Technical Support. Smarty will provide Subscriber access to Smarty’s online support center at https://www.smarty.com/contact/support where Subscriber may contact support by chat, email, telephone, or by submitting a support case through a web-based form. Standard technical support services included with the Subscription Services are described in the SLA. Upgraded support tiers may be available for purchase and, if applicable, will be set forth in the Sales Order. Upgraded support tiers or enhanced support options may be subject to additional fees.

2.4. Access to the Subscription Services. Subject to the terms of this Agreement, the applicable Sales Order, and the Product Terms, Subscriber may access and use the Subscription Services expressly subscribed to under the applicable Sales Order, including the API Products and other hosted components, solely for Subscriber’s Internal Business Purposes during the applicable Subscription Term.

2.5. License to Data. Subject to the terms of this Agreement, Smarty grants Subscriber a non-exclusive, non-transferable, and non-sublicensable license to use and store the Data Products and Output Data subscribed to under the applicable Sales Order. Upon expiration or termination of the applicable Subscription Term or this Agreement, Subscriber may retain and use such Data Products and Output Data only to the extent permitted under the Sales Order, this Agreement, and the Product Terms. Certain Data Products or Output Data may require purchase of a perpetual use license or require deletion and proof of destruction as specified in the Sales Order or Product Terms. Subscriber may use Data Products and Output Data solely for Internal Business Purposes, without rights to the API Products or other hosted components.

2.6. Documentation. Smarty grants Subscriber a limited right to use the Documentation solely to support Subscriber’s permitted use of the API Products. Smarty may update the Documentation from time to time to reflect changes in the API Products, features, or best practices.

2.7. Additional License and Product Terms. Subscriber’s use of the Subscription Services is governed by this Agreement, the applicable Sales Order, and the Product Terms. A Sales Order may include additional license or use terms that supplement or, to the extent expressly stated, override the general terms in this Agreement. Certain API Products and Data Products may incorporate or rely on Licensed Data provided to Smarty by third-party data licensors. Subscriber acknowledges and agrees that use of any Smarty Data or Licensed Data is subject to the applicable Product Terms, including third-party license restrictions, permitted use limitations, and any copyright or attribution notices.

2.8. Sales Order. By entering into a Sales Order, Subscriber agrees to be bound by the Product Terms and any license grants referenced therein. In the event of a conflict between this Agreement and a Sales Order, including the Product Terms or license types specified therein, the terms of the Sales Order will control solely with respect to the Subscription Services and specific API Products identified in that Sales Order, unless otherwise expressly set forth in the applicable Sales Order.

3. ACCOUNT ADMINISTRATION

3.1. Account Setup and Administration.

3.1.1. Dashboard. To access the Subscription Services, Subscriber must create an account through Smarty’s web-based interface (the “Dashboard”). Access to the Dashboard is provided using login credentials designated by Subscriber, which are connected to an account-specific domain and a unique Smarty account ID.

3.1.2. Accuracy of Registration Information. Subscriber represents and warrants that (i) all information provided to Smarty in connection with the creation, administration, or use of an account — whether through the Dashboard or otherwise under this Agreement — is true, accurate, current, and complete, and Subscriber shall promptly update such information as necessary to keep it accurate, and (ii) each Account Representative designated under Section 3.1.3 is authorized to act on Subscriber's behalf. Smarty may decline to activate, and may suspend or terminate, any account containing information Smarty reasonably believes to be false, inaccurate, or misleading.

3.1.3. Account Representative. Subscriber shall designate one or more individuals (each, an “Account Representative”) authorized to register for, access, and administer the account on Subscriber’s behalf. Account Representatives may be authorized to manage account registration and configuration, oversee security key generation and control, configure user settings, monitor usage, manage team permissions and notifications, and receive and respond to notices and other account-related communications.

3.1.4. Subscriber's Responsibility for Account. Subscriber is solely responsible for the acts and omissions of its Account Representatives and for maintaining the confidentiality and security of all login credentials and security keys associated with its account. Subscriber remains responsible for all activities under its account, and must immediately notify Smarty (at support@smarty.com) of any actual or suspected unauthorized access to, or compromise of, its account credentials or security keys.

3.2. Business Relationship Data. In connection with the setup, administration, and ongoing use of the Subscription Services, Subscriber may provide Smarty with administrative, transactional, or account-related information necessary to manage the business relationship between the Parties. This may include, but is not limited to, account registration details, billing and payment records, user assignments, technical support communications, and other related interactions (“Business Relationship Data”). Business Relationship Data is exchanged outside the core functionality and processing of the Subscription Services and does not include analytics derived from Subscriber’s use of the Subscription Services. While certain Business Relationship Data may be accessible through the Dashboard, it is not considered part of the Subscription Services. Smarty processes Business Relationship Data in its role as an independent controller, in accordance with applicable laws and its Privacy Policy.

3.3. Subscription Utilization.

3.3.1. Subscriber’s use of the Subscription Services, including access to API Products, is subject to the allotted number of Lookups as specified in the applicable Sales Order, the online pricing page, or as displayed in the account Dashboard.

3.3.2. Subscription utilization may also include factors such as data processing speeds and plan-specific limitations, including rate limits, usage caps, or other technical parameters. Subscriber must comply with all Lookup allotment limits and shall not attempt to bypass or circumvent such limits. Smarty may monitor Subscriber’s use of the Subscription Services and implement rate limits, access controls, or other technical measures to maintain system integrity and enforce compliance with this Agreement.

3.4. Free Trial. To activate a Free Trial, Subscriber must create an account through Smarty’s Dashboard. Smarty may provide access to certain API Products or Data Products on a free-trial basis, subject to limited Lookups, feature restrictions, and dataset limitations (“Free Trial”). Upon expiration of the Free Trial, continued access to the Subscription Services will require a paid subscription and payment of applicable fees under a valid Sales Order. The Free Trial is provided “as is,” without warranties of any kind and without liability. Smarty may suspend or terminate access to the Free Trial at any time, with or without cause, and without liability. Only one Free Trial account may be created per individual email address per lifetime.

3.5. No Automated Account Creation. Subscriber, and any individual accessing the Subscription Services on Subscriber's behalf, shall not create, or attempt to create, an account using automated, scripted, bot-driven, or other non-human means, nor through the use of fictitious, disposable, or randomly generated email addresses or other false or misleading registration information. This restriction is in addition to, and without limitation of, the limitation on Free Trial accounts described in Section 3.4. Smarty may decline to activate, and may suspend or terminate without notice, any account it reasonably believes was created in violation of this Section, and may implement verification, rate-limiting, or other technical or procedural measures to detect and prevent such activity.

4. AFFILIATES, AUTHORIZED THIRD PARTIES, AND RESELLERS

4.1. Affiliate Use Rights.

4.1.1. For purposes of this Agreement, “Affiliate” means, with respect to any specified entity, any department, division, business unit, or legal entity that controls, is controlled by, or is under common control with such entity. With Subscriber’s authorization, Subscriber’s Affiliates may operate under this Agreement by entering into their own Sales Order and agreeing to its terms. Where expressly permitted in a Sales Order, an Affiliate may access and use the Subscription Services for its Internal Business Purposes.

4.1.2. If an Affiliate accesses the Subscription Services under the Subscriber’s account, that Affiliate must be expressly identified in the applicable Sales Order and approved by both Smarty and Subscriber. In such cases, Subscriber is responsible for the Affiliate’s use of the Subscription Services and any failure to comply with this Agreement. If the Affiliate enters into its own Sales Order and operates under a separate account, the Affiliate is solely responsible for its own compliance and use of the Subscription Services.

4.2. Authorized Third Parties. Subscriber may permit an Authorized Third Party, identified in a Sales Order, to access the Subscription Services solely to assist with implementation, integration, or related services for Subscriber’s direct benefit and Internal Business Purposes, as set forth in this Agreement. Authorized Third Parties may not use the Subscription Services for their own purposes. The Subscriber shall ensure that its Authorized Third Party complies with all terms of this Agreement and will remain fully liable for any acts or omissions of such Authorized Third Party.

4.3. Reseller Purchases.

4.3.1. A “Reseller” means a third party authorized by Smarty to resell or otherwise provide access to the Subscription Services under a separate agreement. If the Subscriber purchases Subscription Services through an authorized Reseller or partner of Smarty, such use is governed by both this Agreement and the separate end-user agreement between the Subscriber and the Reseller. Subscriber must submit all purchase orders or ordering documents directly to the Reseller, and Article 5 (Fees and Payment) of this Agreement does not apply to Subscriber for purchases made through an authorized Reseller.

4.3.2. Subscriber’s right to terminate or cancel any part of the Subscription Services is governed solely by the end-user agreement with the Reseller; however, the Reseller may not offer terms that conflict with this Agreement. Resellers are not authorized to modify this Agreement or make any commitments on behalf of Smarty. Smarty is only bound by the terms set forth in this Agreement.

4.3.3. If the Reseller ceases to be authorized by Smarty, including due to non-payment, Subscriber’s continued access to the Subscription Services after the end of the then-current Subscription Term may be conditioned on Subscriber entering into a direct agreement with Smarty.

5. FEES AND PAYMENT

5.1. Subscription Fees and Taxes. Subscriber agrees to pay the applicable “Subscription Fees”, as listed on the pricing page or set forth in a Sales Order, for use of the Subscription Services during the Subscription Term. Subscription Fees are exclusive of any taxes, levies, duties, or similar governmental charges, including but not limited to sales, use, value-added, or withholding taxes (“Taxes”). The Subscriber shall pay to Smarty all applicable Taxes itemized in a Sales Order or invoice, unless a valid tax exemption certificate is provided. Smarty is responsible for any taxes assessed against it based on its income, property, or employees.

5.2. Recurring Billing. To enable recurring billing, the Subscriber must enter a valid electronic payment method in the account Dashboard and select automatic payments. By enabling this feature, the Subscriber authorizes Smarty to charge the designated payment method on a recurring basis, whether monthly, annually, or another applicable billing cycle for the Subscription Fees associated with access to the Subscription Services. The payment method must remain valid and up to date throughout the Subscription Term. Billing will begin on the date the payment method is entered, and the applicable Subscription Services are activated.

5.3. Payment Processing.

5.3.1. Payment processing for the Subscription Services is handled exclusively by a third-party payment processor. Smarty does not store or retain full credit card or payment information and is authorized to initiate and process payments solely through its PCI DSS-compliant third-party payment provider.

5.3.2. Where Subscriber designates the use of a different or additional third-party payment processor network, Subscriber shall be solely responsible for all associated fees and charges (including registration, participation, and payment processing fees). Smarty may invoice such fees together with the Subscription Fees or on a separate invoice.

5.4. Invoicing. If Subscriber purchases an enterprise Subscription, or as otherwise specified in a Sales Order, Smarty will invoice the Subscriber for the applicable Subscription Term. Each invoice will be due and payable upon receipt, or as otherwise set forth in the applicable Sales Order (the “Payment Due Date”). Payment may be made via ACH, wire transfer, or credit card. No form requirements, including the need to include a purchase order number on the invoice, will delay or limit Subscriber’s obligation to pay all undisputed Subscription Fees by the Payment Due Date.

5.5. Delinquent Payments. If Subscription Fees are not paid by the Payment Due Date, they may accrue interest at 1.5% per month (or the maximum rate allowed by law). Subscriber is responsible for all reasonable costs of collection, including attorneys’ fees and collection agency charges. Smarty may suspend access to the Subscription Services if any undisputed fees remain unpaid for more than forty-five (45) days. If payment remains outstanding thirty (30) days after notice of non-payment, Smarty may refer the debt to a third-party collection agency. Subscriber acknowledges that access to the Subscription Services may be suspended or revoked for non-payment if any undisputed fees remain unpaid for more than forty-five (45) days.

5.6. Disputes. If Subscriber disputes all or some of the invoiced Subscription Fees (“Fee Dispute”), Subscriber will provide a written notice to Smarty that reasonably describes the nature of the Fee Dispute within thirty (30) days from receiving the applicable invoice. The Parties will use good faith efforts to resolve the Fee Dispute.

5.7. Price Changes. Smarty may increase Subscription Fees for any renewal term by providing Subscriber with advance notice of such increase. Such notice may be provided via email, through the pricing page on Smarty’s website, as a notification posted through the Dashboard, or by other reasonable means, in each case prior to the start of the renewal period. Price increases for existing subscriptions will only be binding if the notice of price increase is given at least fourteen (14) days prior to the renewal date.

5.8. Acceptance. If Subscriber does not notify Smarty in writing of a failure to meet any reasonable acceptance criteria within fourteen (14) days of the service activation date, then Subscriber will be deemed to have accepted the applicable Subscription Services and such fees associated with such accepted services shall be deemed undisputed. Acceptance does not affect the warranties and remedies in Article 12 (Warranties and Remedies).

6. TERM AND TERMINATION

6.1. Term of Agreement. This Agreement begins on the Effective Date and will remain in effect until the earlier of (i) one (1) year after the expiration or termination of the last active Subscription Term or (ii) the termination of this Agreement in accordance with its terms.

6.2. Termination for Cause. Either Party may terminate this Agreement or any active subscription upon written notice if: (i) the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice; or (ii) the other Party becomes insolvent, assigns assets for the benefit of creditors, becomes subject to bankruptcy or insolvency proceedings, or ceases normal business operations.

6.3. No Cancellation of a Sales Order for Convenience. Except (i) for termination for cause as provided in Section 6.2, (ii) as expressly permitted under Section 6.4 (Refund Policy), (iii) as expressly stated in a Sales Order, (iv) as expressly provided in an applicable Data Processing Addendum, or (v) as required by applicable law, Subscriber may not cancel or terminate any Sales Order prior to the end of its Subscription Term. Subscriber may stop using the Subscription Services at any time; however, all fees for the full Subscription Term will remain due and payable.

6.4. Refund Policy.

6.4.1. Refunds will be issued only in accordance with Smarty’s refund policy as set forth in this Agreement. Subscriber may contact support to resolve any processing or billing errors. If a Subscriber is dissatisfied with the Subscription Services, a full or partial refund, or a credit may be granted within thirty (30) days of the initial service activation date, based on usage and the number of Lookups consumed. For certain API Products, refunds are limited to the value of any remaining unused Lookups. Refunds are available only upon cancellation of the applicable subscription.

6.4.2. On any early termination of a Subscription Term for Smarty’s breach of this Agreement including the SLA, or as set forth in Smarty’s refund policy in subsection 6.4.1, Smarty will provide, and Subscriber will receive, a pro rata credit or refund for the unused portion of any allotment of Lookups under such Subscription Term and any other prepaid items under such Subscription Term that have not yet been provided as of the effective date of such termination. Except as otherwise provided in this Agreement, including the SLA, no refunds, credits, or reductions in fees will be provided upon termination or non-use of the Subscription Services.

6.5. Effect of Termination or Expiration. Upon termination or expiration of this Agreement or any Sales Order: (i) Subscriber’s rights to access and use the Subscription Services will immediately terminate; (ii) all Output Data will remain governed by this Agreement, including any surviving obligations and applicable Product Terms; and (iii) certain Output Data may be subject to deletion obligations as set forth in Section 6.6 below. For the avoidance of doubt, termination of this Agreement will automatically terminate all active Sales Orders for Subscription Services.

6.6. Post-Termination Retention and Deletion. Use or retention by Subscriber of high-accuracy geocode data (such as "rooftop" geocodes), whether delivered as Output Data or as part of a Data Product, after the expiration or termination of the applicable Subscription Term is subject to Subscriber's purchase of the Perpetual Retention Right, as set forth in the applicable Sales Order or Product Terms. Absent a Perpetual Retention Right, Subscriber shall immediately cease all use of such data, delete or destroy all copies within thirty (30) days, and deliver a written certification of deletion or destruction no later than forty (40) days after such expiration or termination (or, if Smarty requests certification after that date, within ten (10) days after such request), in each case as further set forth in the applicable Product Terms. Certain other Data Products and Output Data are subject to deletion and certification obligations as specified in the applicable Sales Order or Product Terms. Subscriber's obligations under this Section survive the expiration or termination of this Agreement.

6.7. Survival. Any provisions of this Agreement that by their nature should survive termination will survive, including, without limitation, provisions relating to confidentiality, intellectual property ownership, disclaimers, limitations of liability, fees and payment obligations, governing law and jurisdiction, and any applicable Product Terms.

7. SUBSCRIBER RESPONSIBILITIES AND USE RESTRICTIONS

7.1. Subscriber Responsibilities. Subscriber shall: (i) be solely responsible for the accuracy, legality, and lawful collection of all Subscriber Data, including obtaining all required consents and rights; (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Subscription Services and promptly notify Smarty of any such incidents; (iii) use the Subscription Services, and any optional tools, applications, SDKs, or plug-ins, only as permitted under this Agreement and the applicable Documentation; and (iv) comply with all applicable data privacy and data protection laws and regulations.

7.2. General Restrictions. Subscriber shall not, and shall not permit any Authorized User, Affiliate, Authorized Third Party, or other third party to, directly or indirectly:

7.2.1. sublicense, resell, distribute, lease, transfer, assign, rebrand, white-label, or otherwise make available the Subscription Services, Output Data, or Data Products to any third party, including via bureau services or time-sharing arrangements, except: (a) as expressly authorized in writing by Smarty, including in a separate distribution license, partnership agreement, or addendum; (b) as expressly permitted in an applicable Sales Order; or (c) as permitted within the definition of Internal Business Purposes;

7.2.2. copy, modify, reverse engineer, decompile, disassemble, or create derivative works of the Subscription Services or any component thereof;

7.2.3. develop, or assist in developing, any product, service, or dataset that competes with the Subscription Services or that is substantially derived from Output Data, or conduct benchmarking or performance testing for such purposes or for commercial gain;

7.2.4. use Output Data to make automated decisions about individuals in contexts governed by applicable law (including, without limitation, credit, employment, housing, or insurance) without the necessary legal basis and required disclosures, unless expressly authorized in writing by Smarty;

7.2.5. aggregate, copy, or otherwise use Output Data to construct independent datasets, products, or services for use by Subscriber outside of Internal Business Purposes or for the benefit of any third party;

7.2.6. share API credentials, security keys, or tokens with any person or system not authorized under Subscriber's account;

7.2.7. interfere with, access, or attempt to access (directly or indirectly) any data, accounts, or systems of other customers, or disable, bypass, evade, or otherwise circumvent any security features, safeguards, or access controls of the Subscription Services;

7.2.8. probe, scan, or test the vulnerability of the Subscription Services or any associated network or system without Smarty's prior written authorization;

7.2.9. submit Lookups at rates that materially exceed the usage limits specified in the applicable Sales Order or Dashboard, or that degrade service performance for other customers of Smarty;

7.2.10. remove, alter, or obscure proprietary notices, trademarks, copyright information, attribution requirements, or other legal notices contained in or accompanying the Subscription Services;

7.2.11. infringe Smarty's or its third-party data licensors' copyrights, patents, trademarks, trade secrets, or other proprietary rights, or rights of publicity or privacy;

7.2.12. transmit any viruses, malware, or harmful code through or to the Subscription Services; or

7.2.13. engage in any conduct prohibited by Section 14.4 (Restrictions on Use and Transfer), each of which is a prohibited use under this Agreement;

7.2.14. use the Subscription Services in violation of applicable law, regulation, or third-party rights, or to promote unlawful activities.

7.3. Data Extraction and Address Compilation Prohibition. In addition to the prohibitions in Section 7.2, Subscriber shall not, and shall not permit any Authorized User, Affiliate, Authorized Third Party, or other third party to: (i) employ scraping, crawling, data mining, bots, automated tools, or similar methods to access, extract, or reconstruct the Subscription Services, Smarty's databases, or Smarty's underlying datasets, except to the extent expressly permitted by the applicable Sales Order or Documentation; or (ii) use the Subscription Services or any Output Data to compile, construct, or augment any mailing list, address database, geocode dataset, or other compilation of address or location data, whether for Subscriber's own use, third-party use, or commercial exploitation, except with respect to address data already lawfully held by Subscriber for which the Subscription Services are used solely to validate, standardize, deduplicate, enrich, or geocode such Subscriber-held address data in support of Subscriber's Internal Business Purposes.

7.4. Restrictions on Submission of Sensitive Data. Subscriber shall not submit, and shall not permit any Authorized User, Affiliate, Authorized Third Party, or end user to submit, to the Subscription Services: (i) any sensitive personal data or special categories of personal data as defined under applicable data protection laws (including, without limitation, financial account numbers, government-issued identification numbers, health or medical information, biometric data, racial or ethnic origin, religious or philosophical beliefs, sexual orientation, or political opinions); (ii) any Protected Health Information (PHI) as defined under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (HIPAA), unless the Parties have executed a Business Associate Agreement; or (iii) the personal data of known minors below the age of majority applicable to such individual, except to the extent expressly authorized in writing by Smarty.

7.5. Additional Prohibited Conduct. Subscriber and all Authorized Users shall not use the Subscription Services, Output Data, or Data Products to: (i) facilitate fraud, identity theft, phishing, account takeover, or any deceptive or manipulative practice directed at consumers or third parties; (ii) engage in activities that are defamatory, harassing, or threatening, or that violate the rights of any person; (iii) engage in unlawful surveillance, stalking, or harassment campaigns; or (iv) engage in any activity that could reasonably expose Smarty to legal liability or material reputational harm, including use in connection with unlawful data markets or for the unauthorized resolution or compilation of consumer identities.

7.6. Credential and Account Security. Subscriber is responsible for all activity occurring under its account and shall: (i) restrict access to security keys, API credentials, and other authentication credentials to Authorized Users only; (ii) promptly revoke access for any user who is no longer authorized or who has violated this Agreement; (iii) notify Smarty immediately, at support@smarty.com, upon discovery of any unauthorized access to or use of Subscriber's account, security keys, or credentials; and (iv) properly configure its implementation of the API Products to prevent unauthorized access or use. Smarty is not liable for any loss or damage arising from Subscriber's failure to maintain the security of its account credentials.

7.7. Enforcement; Suspension. Smarty may, in its sole discretion, issue a written warning, suspend access pending investigation, or terminate access in response to a violation or suspected violation of this Section 7. Where practicable, Smarty will provide notice and a reasonable opportunity to cure before suspending or terminating access; however, Smarty may suspend access immediately and without prior notice where the violation: (i) poses an immediate risk to the security, integrity, or availability of the Subscription Services or to any third party; (ii) involves a violation of Section 7.2 (General Restrictions), Section 7.3 (Data Extraction and Address Compilation Prohibition), Section 7.4 (Restrictions on Submission of Sensitive Data), or Section 7.5 (Additional Prohibited Conduct); or (iii) is required to comply with applicable law. Violations of this Section 7 may give rise to liability under the Enhanced Cap on Aggregate Liability set forth in Section 13.4. Nothing in this Section 7.7 limits any other right or remedy available to Smarty under this Agreement, at law, or in equity.

7.8. High-Risk Use Disclaimer. The Subscription Services and any component thereof provided by Smarty (including, but not limited to, rooftop geocoding and other location data) are not designed, intended, or warranted for use in emergency, life-critical, safety-critical, or other high-risk applications (“Excluded Applications”). Excluded Applications include, but are not limited to, emergency response systems, medical device or organ transport logistics, life-support systems, autonomous vehicles, aviation or nuclear operations, weapons control, and other systems where failure could result in death, personal injury, or significant property or environmental damage. Subscriber acknowledges that the Subscription Services are not intended for use in Excluded Applications. Subscriber acknowledges and agrees that any use of the Subscription Services in connection with Excluded Applications is at Subscriber’s sole risk and responsibility. Smarty does not guarantee the accuracy, timeliness, completeness, or applicability of any content or data used in or generated by such applications and disclaims any and all liability arising from such use.

7.9. Software Development Kits (“SDKs”). Smarty may offer Software Development Kits to assist Subscriber with implementing the Subscription Services. Use of SDKs is optional and at Subscriber’s sole discretion. SDKs are provided “as is,” without warranties of any kind.

7.10. External Systems. Subscriber’s use of any External System is governed solely by its agreement with the applicable provider and not by this Agreement. This section does not modify or limit Subscriber’s responsibilities or warranties under this Agreement. Smarty does not control and is not responsible for any External System, including its security, functionality, availability, operation, interoperability, or the access to or use of Subscriber Data by such External Systems.

8. INTELLECTUAL PROPERTY AND OWNERSHIP

8.1. Proprietary Rights. All right, title, and interest in and to the Subscription Services including the API Products, Data Products, Smarty Data, Smarty Technology, and Documentation, together with all associated intellectual property rights (including copyrights, trademarks, service marks, trade dress, logos, and other proprietary rights), are and will remain the exclusive property of Smarty. This Agreement does not convey to Subscriber any ownership or other rights in the Subscription Services or any component thereof, except for the limited license rights expressly granted herein. All rights not expressly granted are reserved by Smarty and its licensors.

8.2. Third-Party Data Licensors. Certain Licensed Data made available through the Subscription Services may be owned by third-party data licensors. Subscriber’s use of such data is subject to applicable third-party license terms, including any attribution, usage, or retention requirements specified in the Product Terms. All intellectual property rights in Licensed Data remain with the respective licensors, and nothing in this Agreement limits a third-party licensor’s right to enforce its intellectual property independently.

8.3. Subscriber Data. As between the Parties, Subscriber retains ownership of Subscriber Data. This ownership does not extend to any metadata, enhancements, or attributes originating from Smarty or its third-party licensors and generated through use of the Subscription Services or Output Data, which are not Subscriber Data and may be owned or controlled by Smarty or its licensors. For clarity, data automatically collected by Smarty in connection with the operation and delivery of the Subscription Services (e.g., utilization or performance data) is Operational Data and is governed by Section 9.1.

8.4. License to Use Subscriber Data. Subscriber grants Smarty a limited, non-exclusive, non-transferable license to access, use, store, process, and disclose Subscriber Data solely to provide and support the Subscription Services and fulfill Smarty’s obligations under this Agreement. Smarty’s extraction and use of separated address components, and Smarty’s use of address data acquired from independent third-party sources, are governed by Section 11.3 (Address Data Processing) and are not within the scope of the license granted in this Section.

8.5. Publicity. Smarty may use Subscriber's name, logo, and brand elements on its website and in marketing materials to indicate Subscriber as a current or former customer. However, any use in press releases, partnership announcements, or materials specifically related to this Agreement requires Subscriber's prior written consent.

8.6. Open-Source Software. The Subscription Services may incorporate third-party open-source software solely as embedded components. Such software is not delivered or made available to Subscriber, and no rights or licenses therein are granted or transferred. All incorporated open-source software is licensed under permissive terms that do not require disclosure or distribution of source code.

9. OPERATIONAL DATA AND FEEDBACK

9.1. Operational Data.

9.1.1. Smarty may collect system-generated technical, diagnostic, and telemetry data generated during the runtime execution of the Subscription Services, including service-level metrics, latency, throughput, error rates, request volume and frequency, connection and authentication events, and related operational metadata (collectively, "Operational Data"). Operational Data describes the performance, usage, and security of the Subscription Services; it excludes Input Data, Output Data, and Subscriber Data, and does not include the content of any API request or response. Operational Data may be associated with the Subscriber's account identifier where necessary for the purposes below, and Smarty will aggregate or de-identify Operational Data where the applicable purpose does not require account-level association.

9.1.2. Smarty processes Operational Data as an independent data controller for the following purposes: (a) operating, maintaining, and providing the Subscription Services; (b) securing the Subscription Services, including detecting and preventing fraud, abuse, and security incidents; (c) measuring, analyzing, and improving the performance, reliability, and features of the Subscription Services; (d) capacity planning, billing, and account administration; and (e) complying with applicable law. Where Operational Data constitutes personal data, Smarty relies on its legitimate interests in the foregoing purposes (or on compliance with legal obligations, as applicable) as the lawful basis for processing, and such processing is further described in Smarty's Privacy Policy. Smarty will not use Operational Data to identify any natural person except as necessary for security, fraud prevention, or compliance with law. The data processing obligations applicable to Smarty's processing of Subscriber Data on Subscriber's behalf do not apply to Operational Data.

9.2. Feedback. Subscriber may, from time to time, provide Smarty with suggestions, ideas, or other feedback regarding the Subscription Services (“Feedback”). Subscriber grants Smarty a royalty-free, worldwide, transferable, sublicensable, irrevocable, and perpetual license to use, reproduce, modify, and incorporate such Feedback into its products and services without restriction.

10. CONFIDENTIALITY

10.1. Confidential Information.

10.1.1. As used in this Agreement, “Confidential Information” refers to any non-public, confidential, or proprietary information of either Party or its Affiliates that is marked as confidential, proprietary, or secret, or that a reasonable person considering the information and the circumstances of disclosure should regard as confidential.

10.1.2. Information is not Confidential Information that: (i) is known by the receiving Party prior to disclosure under this Agreement; (ii) is or becomes generally available to the public other than because of a breach of this Agreement; (iii) is or becomes available to the receiving Party on a non-confidential basis from a source other than the disclosing Party or any of its Affiliates; (iv) is independently developed by or for the receiving Party without reference to the disclosing Party’s Confidential Information; or (v) the disclosing Party indicates in writing is not confidential.

10.2. Confidentiality Obligations.

10.2.1. The receiving Party shall treat the disclosing Party’s Confidential Information as confidential using the same degree of care that the receiving Party uses for its own similar confidential information, but no less than reasonable care.

10.2.2. The receiving Party will limit access to the disclosing Party’s Confidential Information to its Affiliates and its own and its Affiliates’ employees, directors, contractors, advisors, legal counsel or agents (“Representatives”) with a need to know the information who are under obligations of confidentiality substantially as restrictive as those herein. The receiving Party and its Representatives shall not use any of the disclosing Party’s Confidential Information other than to fulfill the purposes of this Agreement. The receiving Party is liable for any unauthorized disclosure or use of the disclosing Party’s Confidential Information by any of its Representatives.

10.2.3. In the event the Parties previously executed a confidentiality or non-disclosure agreement (the “NDA”), the terms of this section will supersede the NDA after the Effective Date.

10.2.4. The receiving Party’s confidentiality obligations continue until information is no longer Confidential Information under Section 10.1.

10.3. Compelled Disclosure. If the receiving Party is required to disclose the disclosing Party’s Confidential Information in response to a requirement of a court or governmental agency or where otherwise required by law, the receiving Party shall, to the extent legally permissible, promptly notify the disclosing Party of such request. The receiving Party shall use reasonable efforts, at the disclosing Party’s sole expense, to cooperate in efforts by the disclosing Party to obtain a protective order or remedy.

10.4. Return or Destruction. Upon the disclosing Party’s written request, the receiving Party shall, and shall cause its Representatives to, promptly destroy or return to the disclosing Party (with written confirmation) all copies, in any form or media, of the disclosing Party’s Confidential Information disclosed or made available to the receiving Party in connection with this Agreement; provided, that the receiving Party and its Representatives may retain such Confidential Information (i) under legal compliance obligations, (ii) under bona fide information retention policies, and (iii) stored in automatic computer backups, disaster recovery systems or archival storage, provided that in all cases such retained Confidential Information remains subject to the confidentiality obligations herein. Unless Subscriber opts for Smarty’s Enhanced Data Privacy (as such term is defined in Section 11.5) solution, raw logs of calls containing cleansed Input Data made to Smarty’s Subscription Services under this Agreement may be maintained by Smarty for up to 120 days from the date and time of the call.

11. DATA PROTECTION

11.1. Scope and Applicability. This Article 11 sets forth the terms governing the protection of personal data and the allocation of data protection responsibilities between the Parties. Where Subscriber’s use of the Subscription Services involves the processing of personal data that is subject to data protection or privacy laws requiring a data processing arrangement between the Parties in addition to the terms of this Article 11, the terms of such Data Processing Addendum or similar agreement (the “DPA”) separately entered into by the Parties will supplement and, where applicable, govern the processing of such data. To the extent of any conflict between the terms of this Agreement and the terms of an executed DPA with respect to such processing, the DPA controls. Where no DPA is in effect between the Parties, the terms of this Article 11 govern the protection of personal data processed in connection with the Subscription Services.

11.2. Data Compliance and Allocation of Roles. In connection with the Subscription Services and the processing of personal data, Subscriber acts as the data controller (or business, as applicable) and Smarty acts as the data processor (or service provider, as applicable). Smarty processes personal data on behalf of Subscriber solely to deliver the Subscription Services and to fulfill Smarty’s obligations under this Agreement (or, where executed, the DPA). With respect to address components that Smarty separates from Subscriber-context metadata as described in Section 11.3 (Address Data Processing), with respect to address data that Smarty acquires from independent third-party sources, and with respect to Operational Data as described in Section 9.1 Smarty processes such data for its own purposes as a data controller, and such processing is governed by Smarty’s Privacy Policy rather than the processor obligations Smarty owes to Subscriber under this Agreement or the DPA.

11.2.1. Subscriber Compliance. Subscriber represents and warrants that it has obtained all necessary rights, authorizations, consents, and permissions to provide Subscriber Data to Smarty and to permit its use in accordance with this Agreement and, where executed, the DPA. Subscriber is responsible for ensuring that its use of the Subscription Services and submission of Subscriber Data complies with all applicable data protection and privacy laws, including obligations relating to notice, consent, lawful basis, data subject or consumer rights, and cross-border data transfers. Subscriber is solely responsible for determining whether the Subscription Services and Smarty’s commitments under this Agreement and the DPA are sufficient to meet Subscriber’s compliance obligations.

11.2.2. Smarty Compliance. Smarty represents and warrants that it will perform its obligations under this Agreement and, where executed, the DPA, in compliance with applicable data protection and privacy laws. Smarty does not knowingly process individual names, government identifiers, financial account numbers, biometric data, or other sensitive personal data through the Subscription Services and implements technical and organizational measures designed to limit processing to address-related data. Smarty’s processing of caller IP addresses is limited to the operational, security, and service-delivery purposes described in Section 11.3, and caller IP addresses are retained for no more than one hundred and twenty (120) days from the date and time of the applicable API call (except where Subscriber has elected the Enhanced Data Privacy option described in Section 11.5).

11.3. Address Data Processing. Smarty processes Input Data as a data processor on behalf of Subscriber to deliver the API response and the associated Output Data. Following such processing, Smarty may extract the address components of Input Data, irreversibly separate them from any Subscriber account identifier, IP address, timestamps, and other Subscriber-context metadata, and retain such separated address components for the limited purposes of evaluating, improving, and updating the accuracy of Smarty’s address validation, autocomplete, geocoding, and related datasets. Following such separation, the separated address components are not Subscriber Data and are not processed by Smarty on Subscriber’s behalf. Separately, Smarty acquires address data from independent third-party sources, including the United States Postal Service, government data feeds, and licensed data vendors; address data acquired from such independent third-party sources is not Subscriber Data, even if the same address was previously submitted as Input Data, because Smarty’s record of such address is sourced from and attributable to the third-party source rather than to any Subscriber API call. The legal characterization of Smarty’s processing of separated address components and third-party-sourced address data under US State Privacy Laws is addressed in Section 11.4 (US State Privacy Law Compliance), and under European Data Protection Laws and Canadian Data Protection Laws (each as defined in the DPA) is addressed in the corresponding schedules to the DPA. Subscriber may elect the Enhanced Data Privacy option described in Section 11.5 to limit Smarty’s retention of Input Data, in which case the separation of address components described in this Section 11.3 does not occur with respect to Input Data submitted under Enhanced Data Privacy.

11.4. US State Privacy Law Compliance.

11.4.1. Applicability and Relationship. This Section 11.4 applies where Smarty processes personal data subject to US State Privacy Laws. Smarty acts as a service provider or processor (as applicable) and Subscriber acts as a business or controller (as applicable).

11.4.2. Smarty’s Commitments. Except with respect to (i) Operational Data processed by Smarty as a data controller under Section 9.1, (ii) separated address components processed by Smarty as described in Section 11.3, and (iii) data that constitutes deidentified data as described in subsection 11.4.5 below, Smarty shall:

11.4.2.1. not sell or share (as those terms are defined under US State Privacy Laws) personal data received from or on behalf of Subscriber;

11.4.2.2. not retain, use, or disclose such personal data (i) for any purpose other than the business purposes specified in this Agreement, including any commercial purpose, or (ii) outside of the direct business relationship between Smarty and Subscriber, except as expressly permitted by US State Privacy Laws;

11.4.2.3. not combine such personal data with personal data received from or on behalf of any other person or persons, or collected from Smarty’s own interaction with the consumer, except to perform a business purpose as defined under applicable US State Privacy Laws and applicable implementing regulations;

11.4.2.4. not engage in cross-context behavioral advertising or targeted advertising (as those terms are defined under US State Privacy Laws) using personal data received under this Agreement; and

11.4.2.5. notify Subscriber promptly if Smarty determines that it can no longer meet its obligations under applicable US State Privacy Laws.

11.4.3. Right to Stop and Remediate. Upon written notice from Subscriber identifying any unauthorized use of personal data by Smarty under this Section 11.4, Subscriber may take reasonable and appropriate steps to stop and remediate such unauthorized use, and Smarty shall reasonably cooperate with Subscriber’s efforts.

11.4.4. Compliance Monitoring. Subscriber’s right to monitor Smarty’s compliance with this Section 11.4, including through reasonable assessments, audits, or other technical and operational testing, is provided through (i) the audit rights set forth in Section 6 of the DPA, where executed; or (ii) where no DPA is in effect, Smarty’s commitment to make available, upon Subscriber’s reasonable written request, information reasonably necessary to demonstrate compliance with this Section 11.4.

11.4.5. Deidentified Data. To the extent Smarty processes address components that have been separated and irreversibly disassociated from any Subscriber account identifier, IP address, timestamps, or other Subscriber-context metadata as described in Section 11.3, or address data acquired from independent third-party sources as described in Section 11.3, the Parties agree such data constitutes deidentified data under applicable US State Privacy Laws. Smarty: (i) takes reasonable technical and organizational measures to ensure such data cannot be associated with or linked back to a particular consumer or household through any account identifier, IP address, or other Subscriber-context metadata previously associated with the data, including by not combining such data with other data that would permit reidentification; (ii) publicly commits, including through this Agreement and Smarty’s Privacy Policy, to maintain and use such data only in such separated or independently-sourced form and not to attempt reidentification of any consumer or household; and (iii) contractually obligates any recipient of such deidentified data, including any subprocessor and any licensee of any Smarty product that includes such data (including the US Master Address List), to comply with the foregoing and to refrain from using such data to identify any consumer or household.

11.5. Enhanced Data Privacy. “Enhanced Data Privacy” is an optional solution available under certain subscription plans wherein Input Data is processed only in transient memory and is not stored, logged, or retained by Smarty after completion of the applicable address verification or address autocompletion request. Notwithstanding the foregoing, Smarty may retain a limited amount of Operational Data, such as usage metrics, error rates, timestamps, and account identifiers, as necessary to operate, maintain, secure, and support the Subscription Services, including for internal reporting, diagnostics, and service integrity. Where Subscriber has elected Enhanced Data Privacy, the address-component separation and retention described in Section 11.3 does not occur with respect to Input Data submitted under Enhanced Data Privacy.

11.6. Cloud Infrastructure. Subscriber acknowledges that the Subscription Services are hosted on third-party cloud infrastructure providers (“Cloud Service Providers”) that supply the underlying computing resources used to operate Smarty’s technology architecture. Cloud Service Providers do not have direct access to, or independent control over, the content of Subscriber Data submitted through the Subscription Services, and are responsible solely for providing the underlying hosting infrastructure and physical data center components. Where a DPA is in effect between the Parties, the Cloud Service Providers used by Smarty are listed as "Infrastructure Subprocessors" in the relevant schedule to the DPA. Where no DPA is in effect, Smarty will make available a current list of Cloud Service Providers upon Subscriber’s reasonable written request.

11.7. Information Security.

11.7.1. Smarty has implemented, and will maintain, appropriate technical and organizational measures (“Security Measures”) designed to: (i) manage risks to its network and information systems; (ii) protect Subscriber Data against security breaches; and (iii) preserve the security, availability, and confidentiality of Subscriber Data. The Security Measures are further described in the Security Measures document available or upon request. Smarty may update the Security Measures from time to time, provided that any such update does not materially reduce the overall level of protection afforded to Subscriber Data.

11.7.2. Subscriber is responsible for maintaining appropriate security safeguards within its own environment, including: (i) allowing access only to authorized personnel as Authorized Users; (ii) properly configuring its implementation of the API Products; and (iii) ensuring the security of any Subscriber Data under its control.

12. WARRANTIES AND REMEDIES

12.1. Limited Performance Warranty. Smarty warrants that, during the applicable Subscription Term, the API Products will perform in accordance with the then-current Documentation and meet the service levels set forth in the SLA. This warranty applies only when the Subscription Services are accessed and used in compliance with the Documentation, the applicable Product Terms, and this Agreement. Subscriber’s remedies under this warranty are exclusively limited to (i) termination for cause as provided in this Agreement and (ii) the service credits described in the SLA.

12.2. Additional Warranties. Smarty represents and warrants that: (i) it possesses all necessary rights, licenses, and consents to grant Subscriber access to and use of the Subscription Services, including any Licensed Data, as set forth in this Agreement and the applicable Product Terms; (ii) to its knowledge, the Subscription Services, when used by Subscriber in compliance with this Agreement and the Documentation, do not infringe or misappropriate the intellectual property rights of any third party; and (iii) it will perform its obligations under this Agreement in compliance with all applicable laws and regulations.

12.3. Exclusive Infringement Remedies. If the Subscription Services or any component thereof becomes, or in Smarty’s reasonable judgment is likely to become, the subject of a third-party infringement claim, Smarty may, at its option and expense: (i) replace the allegedly infringing component with non-infringing technology that is materially and functionally equivalent or superior; (ii) modify the component to avoid infringement without materially reducing functionality; or (iii) obtain a license permitting Subscriber to continue using the component.

If a court of competent jurisdiction issues an injunction preventing Subscriber’s continued use of the Subscription Services, or none of the foregoing options are available on commercially reasonable terms, Subscriber must cease using the affected components, and Smarty will refund any pre-paid fees on a pro-rata basis for the unused portion of the Subscription Term. This section constitutes Smarty’s entire liability and Subscriber’s sole and exclusive remedy for any actual or alleged infringement of third-party rights by the Subscription Services.

12.4. Exclusion of Other Warranties.

12.4.1. Except for the warranties expressly set forth in this Agreement, the Subscription Services, including API Products, Data Products, Output Data, Smarty Data, Licensed Data, and Documentation are provided without warranty of any kind. To the maximum extent permitted by applicable law, Smarty and its third-party data licensors exclude and disclaim all other warranties, conditions, and representations, whether express, implied, statutory, or otherwise, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, accuracy, availability, or non-infringement.

12.4.2. Smarty does not warrant that the Subscription Services or any optional tools, SDKs, plug-ins, applications, extensions, or downloadable executable files provided or made available by Smarty will be uninterrupted, error-free, completely secure, immune from vulnerabilities, or meet Subscriber’s specific requirements or operate with Subscriber’s External System or third-party platforms. All optional tools and components are provided “as is” and at Subscriber’s sole risk. Smarty disclaims all liability arising from or related to the use or inability to use any such optional items, whether or not used in connection with the Subscription Services.

12.5. Limitations of the Internet. Subscriber acknowledges that internet-based services are inherently subject to delays, network latency, interruptions, data loss, packet loss, and other limitations. Smarty is not responsible for any such issues caused by networks, systems, or communications not within its direct control.

13. LIMITATION OF LIABILITY

13.1. Exclusion of Certain Damages. To the maximum extent permitted by applicable law, neither Party will be liable for any indirect, incidental, consequential, or special damages, including loss of profits, revenue, goodwill, data, or use, or punitive or exemplary damages, even if foreseeable. Subscriber’s payment obligations will not be considered Smarty’s lost profits.

13.2. General Cap on Aggregate Liability. Except as provided in Sections 13.3 (Exceptions) and 13.4 (Enhanced Cap on Aggregate Liability), each Party’s total, aggregate liability for all claims arising out of or relating to this Agreement and any related agreements, including any business associate agreement or DPA (other than Subscriber’s obligation to pay all undisputed Subscription Fees when due) will not exceed the total fees paid or payable by Subscriber to Smarty under this Agreement during the twelve (12) months immediately preceding the event giving rise to the claim under consideration, less, in all circumstances, any amounts previously paid by the paying Party to the claimant Party in satisfaction of any liability arising out of or relating to this Agreement.

13.3. Exceptions. The limitations and exclusions set forth in Section 13.2 (General Cap on Aggregate Liability) do not apply to: (i) a Party’s breach of confidentiality, privacy, data protection or information security obligations; (ii) a Party’s misuse or infringement of the other Party’s intellectual property rights; (iii) a Party's breach of Article 14 (Trade and Data Transfer Compliance) or (iv) Subscriber’s use of the Subscription Services beyond the scope of the licenses or access rights granted or in violation of any usage restrictions, including Excluded Applications and the prohibited and restricted uses set forth in Sections 7.2 through 7.5.

13.4. Enhanced Cap on Aggregate Liability. Except for liability arising from willful misconduct, fraud, or any liability that cannot be limited by law, each Party’s total, aggregate liability for all claims arising out of or relating to this Agreement and any related agreements, including any business associate agreement or DPA falling within Section 13.3 (Exceptions) is subject to an absolute limit of two times (2x) the total fees paid or payable by Subscriber to Smarty under the Agreement during the twelve (12) months immediately preceding the date of the event giving rise to the claim under consideration, less, in all circumstances, any amounts previously paid by the paying Party to the claimant Party in satisfaction of any liability arising out of or relating to this Agreement, other than Subscriber’s obligation to pay all undisputed Subscription Fees when due.

13.5. Interpretation. Nothing in this Article 13 is to be construed to create or expand any remedies beyond those expressly provided by applicable law. The limitations, exclusions, and caps set forth in this Article apply independently to each Party and survive the termination or expiration of this Agreement.

14. TRADE AND DATA TRANSFER COMPLIANCE

14.1. Definitions. For purposes of this Article 14:

14.1.1. "Data Security Program" means Executive Order 14117 and its implementing regulations at 28 C.F.R. Part 202, together with all rules, licenses, determinations, and guidance issued thereunder, each as amended from time to time.

14.1.2. "Smarty Materials" means Output Data, Data Products, Smarty Data, and Licensed Data.

14.1.3. "Restricted Party" means any Covered Person; any person located in, organized under the laws of, or having its principal place of business in a Country of Concern; any person owned or controlled, directly or indirectly, by any of the foregoing; and any person appearing on the Covered Persons List, the Specially Designated Nationals and Blocked Persons List, the Entity List, or any similar United States government list of prohibited persons, denied parties, or restricted entities.

14.1.4. Other capitalized terms used in this Article 14 and not otherwise defined in this Agreement have the meanings given in 28 C.F.R. Part 202, as amended from time to time and as interpreted by United States Department of Justice guidance.

14.2. Export Laws and Sanctions; Compliance Representations. The Subscription Services may be subject to laws and regulations of the United States and other jurisdictions ("Export Laws"). Subscriber shall not, and shall ensure that its Affiliates, Authorized Users, and internal users do not, export, transfer or otherwise access or use the Subscription Services in any country subject to an embargo or other sanction by the United States or otherwise in violation of any Export Laws. Subscriber represents and warrants, as of the Effective Date and continuously throughout each Subscription Term, that: (a) Subscriber is not a Restricted Party; (b) no Country of Concern or Covered Person owns, directly or indirectly, individually or in the aggregate, fifty percent (50%) or more of Subscriber's voting securities or other equity interests; and (c) no Country of Concern or Covered Person has the contractual, structural, or practical ability to direct Subscriber's use of, or to obtain Access to, Smarty Materials in Subscriber's possession or control.

14.3. Restrictions on Use and Transfer. Smarty grants Subscriber a non-transferable, revocable license to Access Smarty Materials solely as permitted by this Agreement. Subscriber shall not, and shall ensure that its Affiliates, Authorized Users, Authorized Third Parties, and personnel do not: (a) provide Access to any Restricted Party, or from any location within a Country of Concern, to the Subscription Services, to any account or credential issued for the Subscription Services, or to any Smarty Materials; (b) use the Subscription Services or Smarty Materials in any Covered Data Transaction prohibited or restricted under the Data Security Program; (c) engage in Data Brokerage of Smarty Materials with any Foreign Person, except under a written agreement imposing restrictions at least as protective as this Article 14, which Subscriber shall disclose to Smarty on request; (d) use Smarty Materials to determine, monitor, track, or infer the past or present location or movement of any individual or device; (e) combine Smarty Materials with other data to create, enrich, or market any data product linked or linkable to current or recent former employees, contractors, or senior officials of the United States Government; or (f) evade, avoid, cause a violation of, attempt to violate, or conspire to violate any prohibition or restriction under the Data Security Program.

14.4. Notice. Subscriber shall provide Smarty with Notice within five (5) business days after Subscriber becomes aware of: (a) any fact that renders any representation in Section 14.2 untrue, incomplete, or misleading; (b) any actual or suspected violation of this Article 14, including any Access to the Subscription Services or Smarty Materials obtained by a Restricted Party; or (c) any completed, pending, or proposed transaction that would result in a Country of Concern or Covered Person acquiring, directly or indirectly, twenty-five percent (25%) or more of Subscriber's voting securities or other equity interests, or control of Subscriber or of any Affiliate that Accesses Smarty Materials. This Section 14.4 is in addition to Section 15.3 (Change of Control).

14.5. Records; Certification. Subscriber shall maintain records sufficient to demonstrate compliance with this Article 14 and shall retain them for ten (10) years from creation. Upon Smarty's written request, Subscriber shall deliver within thirty (30) days a written certification, signed by an officer of Subscriber, of Subscriber's compliance with this Article 14 and with 28 C.F.R. Part 202 during the period specified in the request. Smarty may request a certification once in any twelve (12) month period, and more often with reasonable cause.

14.6. Suspension. Notwithstanding Section 6.2 (Termination for Cause), Section 7.7 (Enforcement; Suspension) or any notice or cure period elsewhere in this Agreement, Smarty may immediately suspend or terminate Subscriber's access to the Subscription Services, in whole or in part, without prior notice, without opportunity to cure, and without liability, if: (a) any representation in Section 14.2 is or becomes untrue, incomplete, or misleading, or Subscriber or any Affiliate that Accesses Smarty Materials becomes a Restricted Party, or Subscriber fails to deliver a certification when due under Section 14.5; or (b) Smarty reasonably believes a violation of this Article 14 has occurred or is likely to occur, or determines in good faith that continued performance would or may cause Smarty to violate the Data Security Program or any other applicable law. No refund or credit will be due, and Subscriber's payment obligations continue.

14.7. Indemnification; Cooperation and Reporting. Subscriber shall defend, indemnify, and hold harmless Smarty, its Affiliates, and their respective personnel from and against any third-party claim and any penalty, fine, assessment, or other amount imposed by or payable to any governmental authority, together with all related losses, liabilities, settlements, and reasonable attorneys' fees and costs of investigation and response, in each case to the extent arising out of or relating to Subscriber's breach of this Article 14. Smarty may report any known or suspected violation of the Data Security Program to a governmental authority without prior notice to Subscriber, and no confidentiality obligation under this Agreement or any other instrument between the parties restricts Smarty from doing so. Subscriber shall provide information reasonably requested by Smarty in connection with any such report or any related governmental inquiry, audit, or investigation within five (5) business days.

14.8. Scope and Interpretation; Survival. This Article 14 allocates contractual risk and imposes obligations on Subscriber only. It is not a determination or acknowledgment by either party that the Data Security Program applies to Smarty, to the Subscription Services, or to any Smarty Materials; that Smarty engages in Data Brokerage; that any Smarty Materials constitute Bulk U.S. Sensitive Personal Data, Government-Related Data, or precise geolocation data; or that any transaction under this Agreement is a Covered Data Transaction. This Article 14 applies to all Smarty Materials made available to Subscriber, whether before or after the effective date of this Article, and survives expiration or termination of this Agreement for so long as Subscriber or any of its Affiliates retains, uses, or has Access to any of the foregoing. Sections 14.5 and 14.7 survive without limitation as to time.

15. GENERAL TERMS

15.1. Force Majeure. Neither Party will be liable to the other for any failure to perform any of its obligations under this Agreement during any period in which performance is delayed by circumstances not within such Party’s reasonable control, such as a natural disaster, act of war or terrorism, riots, fires, acts or orders of government, labor disruption, internet or telecommunication outages or interruptions, hacking or similar incidents, or power outages.

15.2. Assignment. Neither Party may assign, delegate, or sub-license this Agreement, any Sales Order, subscription, or any of its rights or obligations under this Agreement, whether voluntarily, involuntarily, or by operation of law, without the prior written consent of the other Party. Any attempted assignment without such consent will be null and void.

15.3. Change of Control. A Party shall give reasonable notice in writing to the other Party if it: (i) sells, transfers, or otherwise disposes of all or substantially all of its assets; (ii) merges with or into another entity; (iii) consolidates with another entity; or (iv) permits any person or entity to acquire, directly or indirectly, more than fifty percent (50%) of its outstanding voting securities or other ownership interests. In the event of a change of control as defined in this section, either Party may, at its sole discretion, terminate this Agreement and all Orders on thirty (30) days’ advance written notice. If Smarty exercises its right of termination for a change of control in Subscriber, the Subscriber will receive a pro rata credit or refund for the unused portion of any allotment of Lookups under any terminated Subscription Term.

15.4. Governing Law; Jurisdiction and Venue. This Agreement is governed by the laws of the State of Utah, regardless of conflicts of law rules. Any legal suit, action, or proceeding arising out of or relating to this Agreement that is permitted to be brought in court under the Dispute Resolution and Arbitration provisions of this Agreement must be brought exclusively in the state or federal courts located in Salt Lake City, Utah. Each Party irrevocably submits to the exclusive jurisdiction and venue of such courts for any such suit, action, or proceeding and waives any objection to jurisdiction or venue with respect to such courts.

15.5. Dispute Resolution and Arbitration.

15.5.1. The Parties will attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement (“Dispute”) quickly, informally, and inexpensively within thirty (30) days following delivery of a written notice of such dispute (“Dispute Notice”) by either Party.

15.5.2. The Dispute Notice shall be provided in accordance with the Notices provision of this Agreement. The other Party shall submit a response within twenty (20) days after receiving the Dispute Notice. The Dispute Notice and response shall include (i) a summary of the Party’s position and the information or data supporting its position, and (ii) the name of the executive who will represent the Party. The executives shall meet (which may be by telephone conference) to resolve the dispute.

15.5.3. Any Dispute must be resolved by final and binding arbitration administered by JAMS under its then-current Streamlined Arbitration Rules and Procedures. The arbitration will be conducted by a single neutral arbitrator in Salt Lake City, Utah, unless otherwise agreed in writing. Judgment on the award may be entered in any court having jurisdiction.

15.5.4. Each Party waives the right to a jury trial or bench trial and agrees to resolve all Disputes through individual arbitration. Class, collective, and representative actions are expressly waived and prohibited. Each Party shall bear its own attorneys’ fees and expenses and shall share equally in the costs of arbitration, unless the arbitrator awards fees or costs to the prevailing Party in their discretion.

15.5.5. Nothing in this Agreement prevents either Party from seeking interim injunctive or equitable relief in a court of competent jurisdiction, including to prevent the actual or threatened misuse of intellectual property, confidential information, data privacy, or other proprietary rights, pending the outcome of arbitration. All negotiations, documents, and alternative dispute resolution proceedings conducted pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of the Federal Rules of Evidence and all equivalent state rules of evidence.

15.5.6. Notwithstanding the above, either Party may bring an action in court to (i) collect undisputed amounts due under this Agreement or (ii) resolve claims that qualify for small claims court under applicable law.

15.6. Amendments; Waivers. No supplement, modification, or amendment of this Agreement will be binding, unless executed in writing by a duly authorized representative of each Party to this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the Party claiming such waiver. No provision of any purchase order or other business form provided by Subscriber will supersede the terms and conditions of this Agreement, and any such document relating to this Agreement will be for administrative purposes only and will have no legal effect.

15.7. Notices. Any notice required or permitted by this Agreement must be sent electronically in writing to the primary email address provided for Smarty and Subscriber as outlined in the Sales Order or registered as the Account Representative (as defined in Section 3.1, Account Setup and Administration). Such electronic transmission will be deemed delivered on receipt during the recipient’s business hours, or on the next business day if received outside of the recipient’s business hours. The primary email address for Smarty is: legal@smarty.com.

15.8. U.S. Government End Users. If Subscriber is a government body, the following will apply: The Subscription Services are a “Commercial Item,” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Subscription Service” as such term is used in 48 C.F.R. §12.212. Consistent with 48 C.F.R. §12.212, the Commercial Computer Subscription Service is being licensed to U.S. Government end users (i) only as Commercial Items and (ii) with only those rights as are granted to, and restrictions and limitations imposed upon, all other Subscribers pursuant to the terms and conditions herein. Unpublished rights are reserved under the copyright laws of the United States.

15.9. No Third-Party Beneficiaries. No person or entity not a party to this Agreement is entitled to rely on its terms, provided that Smarty’s third-party data licensors may rely on Section 12.4 (Exclusion of Other Warranties) and Article 13 (Limitation of Liability) of this Agreement.

15.10. Severability. If any provision of this Agreement is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement will otherwise remain in effect.

15.11. Independent Contractors. The Parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the Parties. Neither Party will have the power to bind the other or incur obligations on the other Party’s behalf without the other Party’s prior written consent.

15.12. Entire Agreement. This Agreement, together with any Product Terms or other terms contained in schedules, exhibits, addenda, annexes, applicable Sales Orders (including linked terms), and any Business Associate Agreement or DPA entered into by the parties, constitutes the entire agreement between Subscriber and Smarty and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the Parties regarding the subject matter contained herein, including confidentiality and non-disclosure obligations. All prior agreements, including non-disclosure and confidentiality agreements, regarding any subject matter contained herein are hereby terminated.

15.13. Headings. Article and section titles or captions contained in this Agreement are inserted only as a matter of convenience and for reference and do not define, limit, extend, or describe the scope of this Agreement or the intent of any provision hereof.

EXHIBIT A – PRODUCT TERMS

(Relating to the following API Products: US Address Verification, US Address Autocomplete, and US Rooftop

Geocoding)

NOTE: Product Terms are not subject to negotiation.

PRODUCT TERMS – USPS DATA

This Product Terms exhibit is part of and is governed by the Agreement. Capitalized terms used herein have the meanings assigned in the Agreement. Where the Agreement does not define a capitalized term used in these Product Terms, that term has the meaning given in these Product Terms or, where none is given, its ordinary meaning in the context of the API Products. Except as expressly modified herein, all other terms and obligations of the Agreement apply.

This exhibit applies to components of Output Data delivered through API Products that provide or include USPS Data (third-party licensed data) as part of the subscription in the applicable Sales Order and sets forth the Subscriber’s obligations as required by Smarty and its third-party data licensors.

Revised 2026-09-02

PRODUCT TERMS – US ADDRESS AUTOCOMPLETE

This Product Terms exhibit is part of and is governed by the Agreement. Capitalized terms used herein have the meanings assigned in the Agreement. Where the Agreement does not define a capitalized term used in these Product Terms, that term has the meaning given in these Product Terms or, where none is given, its ordinary meaning in the context of the API Products. Except as expressly modified herein, all terms and obligations of the Agreement apply.

This exhibit applies to the US Autocomplete API Product subscribed to in the applicable Sales Order and sets forth the Subscriber’s obligations with respect to Smarty and its third-party data licensors.

Revised 2026-09-02

PRODUCT TERMS – HIGH-ACCURACY GEOCODE DATA

This Product Terms exhibit is part of and is governed by the Agreement. Capitalized terms used herein have the meanings assigned in the Agreement. Where the Agreement does not define a capitalized term used in these Product Terms, that term has the meaning given in these Product Terms or, where none is given, its ordinary meaning in the context of the API Products. Except as expressly modified herein, all other terms and obligations of the Agreement apply.

This exhibit applies to components of Output Data delivered through API Products that provide or include high-accuracy geocode data (including rooftop geocodes) as part of the subscription in the applicable Sales Order and sets forth the Subscriber’s obligations as required by Smarty and its third-party data licensors.

Revised 2026-09-02