Subscription Terms

1. About these terms

These Subscription Terms apply to every subscription to Turntwo Interact. They are between Turntwo Technology B.V. ("Provider", "we", "us"), registered at Niasstraat 35, 1095 TV Amsterdam, The Netherlands, KVK 42217973, and the organization named as subscriber in an Order Form ("Subscriber", "you").

The agreement between Provider and Subscriber (the "Agreement") consists of:

• the Order Form signed by both parties;
• these Subscription Terms;
• the Data Processing Agreement ("DPA").

If these documents conflict, the Order Form prevails.

Interact is offered to businesses only. Any purchase or other general terms of Subscriber do not apply, even if Subscriber refers to them in a purchase order or elsewhere.

Each person who uses Interact also accepts the User Terms personally. Those terms do not change the Agreement between Provider and Subscriber.

2. Definitions

• Order Form means the order form for Interact signed by Provider and Subscriber, including any later amendments or additional orders.
• Subscription Plan means the plan, Modules, Limits and fees set out in the Order Form.
• Module means a part of Interact that is enabled separately, such as Agents & Reporting, Marketing Attribution or Product Performance.
• Limits means the usage limits of the Subscription Plan, such as the maximum number of users or agents.
• Credits means the unit in which usage-based fees are measured and charged.
• Users means the people Subscriber gives access to Interact.
• Subscriber Data means the data Subscriber, its Users or its connected systems bring into Interact, or that Interact produces for Subscriber.
• Subscription Term means the Initial Term in the Order Form and each renewal period.

3. Access to Interact

During the Subscription Term, we give you a non-exclusive, non-transferable right to let your Users use Interact for your own internal business purposes, within the Subscription Plan.

You may not resell Interact, make it available to third parties other than your Users, or use it to build a competing product, unless the Order Form allows it.

Each User must have their own account. You are responsible for the use of Interact by your Users and under your accounts.

4. Modules, pilots and beta features

We enable the Modules set out in the Order Form. Additional Modules can be added by a new or amended Order Form.

If the Order Form includes a free period, a pilot or a discount, it applies only for the period stated there. After that period, the regular fees in the Order Form apply, unless you end the Module or pilot as set out in the Order Form.

We may offer new or experimental features on a trial basis ("beta features"). Beta features are provided "as is", may change or be withdrawn at any time, and are not covered by any service levels. Usage of beta features may consume Credits; we show this in Interact.

5. Usage limits

Your Subscription Plan includes the Limits set out in the Order Form. We show your current usage in Interact and notify you when a Limit is reached.

Usage-based fees are not limited by the Subscription Plan itself but by the credit limits in section 6. For all other Limits, such as the number of Users or agents, we may, after notifying you, restrict or suspend the affected functionality while a Limit is exceeded, until you move to a higher Subscription Plan or we agree an adjusted Limit with you in writing.

Exceeding a Limit does not entitle you to a reduction of the fees, and you remain liable for all usage-based fees incurred.

6. Usage-based fees and Credits

Credits. Variable usage, such as the use of AI models by agents, chats and reports, is charged in Credits. Credits are a unit of measurement only: they have no cash value and cannot be exchanged, transferred or refunded.

Credit price. The price per Credit is set out in the Order Form.

How usage is measured. For AI models, the number of Credits is based on the actual cost charged to us by the model provider, converted to euros. For other usage, such as an analysis run, we charge a fixed number of Credits per unit, which we show in Interact. The AI models are provided by third parties such as Anthropic, OpenAI and Google, through a routing provider.

Invoicing. Usage-based fees are invoiced monthly in arrears, based on the usage recorded by Interact. That record is authoritative. You can follow your usage in Interact at any time. If you believe an invoice is incorrect, notify us in writing within 30 days of the invoice date, with the reasons; otherwise the invoice is considered accepted.

Your controls. You are in control of your usage:

• Your administrators can set a monthly credit limit for your organization. When it is reached, Interact stops starting new paid work for the rest of the month. Work that is already running may finish, and the Credits it uses are charged.
• If the Order Form or Provider sets a monthly credit limit, your own limit cannot be higher than that limit.
• Your administrators can set usage limits per User.
• Your administrators choose which AI model each agent uses.
• Additional Credits for a month can be agreed with us.

You are responsible for the limits and settings in your environment.

Changes by model providers. Because Credits for AI models follow the model provider's actual cost, a price change by a model provider takes effect in the number of Credits from the same date, without prior notice. We inform you of significant price changes in Interact or by email as soon as reasonably possible.

Changes by us. A change to the price per Credit, or to how we calculate Credits other than a model provider's price change, requires at least 30 days' written notice and applies only to usage from the date it takes effect.

Withdrawn models. If a model provider withdraws a model, we make a comparable successor model available. The successor's cost applies from the date of the switch. Your administrators can choose a different model at any time.

7. Fees, invoicing and payment

Fixed fees are invoiced in advance, at the billing frequency set out in the Order Form. All amounts are in euros and exclude VAT and other taxes.

Invoices are payable within the payment term set out in the Order Form, or within 30 days of the invoice date if the Order Form does not set one. If you do not pay on time, you owe the statutory commercial interest (article 6:119a of the Dutch Civil Code) from the due date, and the reasonable costs of collection.

If an invoice remains unpaid 14 days after a written reminder, we may suspend access to Interact until it is paid. Your obligation to pay continues during the suspension.

Fees are not refundable, unless these Subscription Terms say otherwise. You may not set off or withhold amounts you owe us.

We may index the fixed fees once a year, at the start of a renewal period, in line with the consumer price index (CPI, all households) published by Statistics Netherlands (CBS), with at least 30 days' notice.

8. Term, renewal and termination

The Agreement starts on the date set out in the Order Form and runs for the Initial Term. After that, it renews automatically for successive periods of the same length as the Initial Term, unless either party gives written notice at least 30 days before the end of the current Subscription Term.

Either party may terminate the Agreement in writing with immediate effect if:

• the other party materially breaches the Agreement and does not remedy the breach within 30 days of a written notice of default describing it;
• the other party is declared bankrupt, is granted a (provisional) suspension of payments, or ceases its business.

You cannot otherwise terminate the Agreement early. The right to terminate an agreement for services early under article 7:408 of the Dutch Civil Code is excluded.

If the Agreement ends, fees already invoiced remain payable, and usage-based fees up to the end date are invoiced. If you terminate because of our uncured material breach, we refund the part of prepaid fixed fees that covers the period after the end date.

9. Data at the end of the Agreement

Until the Agreement ends, you can export your Subscriber Data from Interact. After the end date, your access ends and we delete Subscriber Data as set out in the DPA.

10. Your responsibilities

You are responsible for:

• deciding who gets access, the roles you assign and keeping account credentials secure;
• using Interact in compliance with the law and the User Terms;
• having the rights to the data you bring into Interact and to the systems you connect;
• the costs and terms of the platforms you connect, such as your data warehouse, advertising platforms and MCP platforms;
• the actions that your Users approve on connected platforms, such as changes to campaigns or budgets, and any advertising spend that results from them.

Notify us without delay at info@turntwo.com if you suspect misuse of your accounts.

11. AI features and third-party services

AI features. Interact's chat, analyst agents, reports, monitors and proposals use AI models from third-party model providers, accessed through a routing provider. The providers are listed on the Subprocessors page. We choose which models are available and may change them; section 6 covers models that are withdrawn.

Roles under the EU AI Act. For the purposes of the EU AI Act (Regulation (EU) 2024/1689), Provider is the provider of the AI features in Interact, and Subscriber is the deployer when it uses them in its business. Interact makes clear to Users that they are working with AI, and marks AI-generated content where the AI Act requires it. You do not remove or hide those indications. You are responsible for your own obligations as deployer, such as disclosing that content is AI-generated when you publish it, where the law requires this.

Permitted use. The AI features are intended for marketing and business analytics. You may not use them:

• for any practice prohibited under Article 5 of the AI Act;
• as, or as part of, a high-risk AI system within the meaning of Annex III of the AI Act, for example for decisions about employment, creditworthiness or access to essential services;
• to take decisions about individuals based solely on automated processing that have legal or similarly significant effects for them (Article 22 GDPR).

AI output. AI output may be inaccurate or incomplete. It is decision support and not a substitute for your own judgment. You are responsible for checking important output before you act on it. Output generated for you is part of Subscriber Data, but similar output may be generated for others.

No training on your data. We do not use Subscriber Data to train AI models. We use model providers and settings that do not allow the model providers to train their models on your prompts or Subscriber Data. Models that Interact fits on your Subscriber Data, such as attribution or marketing mix models, are used only for you. We do not use Subscriber Data to train or improve models that are used for other subscribers.

Agent actions. An agent makes changes on a connected platform only after a User approves the change. You are responsible for the actions your Users approve, as set out in section 10.

Third-party services. Interact works with services of third parties, such as AI model providers, hosting providers and the platforms you connect. We choose our providers with care, but we are not responsible for their availability, changes or performance.

12. Availability, support and maintenance

We make reasonable efforts to keep Interact available and working properly, but we do not guarantee uninterrupted or error-free operation, unless the Order Form includes a service level.

We aim to respond to support requests within 8 business hours. Contact info@turntwo.com for support.

We may temporarily take Interact or parts of it offline for maintenance. We announce planned maintenance in advance where possible, and try to keep it short and outside business hours.

13. Changes to Interact

We continuously develop Interact and may add, change or remove features. If a change materially reduces the functionality of a Module you pay for, we notify you in advance and you may terminate that Module from the date the change takes effect.

14. Intellectual property

Interact, its software, documentation and all intellectual property rights in them remain with Provider or its licensors. Nothing in the Agreement transfers those rights to you.

Subscriber Data remains yours. You give us the right to use Subscriber Data to provide, secure and support Interact during the Agreement, and as described in section 15.

If you or your Users give us feedback or suggestions, we may use them freely to improve Interact.

15. Usage data, anonymized data and benchmarks

Usage data. We may use de-identified, aggregated data about how Interact is used, such as which features are used and how often, to operate, secure and improve Interact.

Benchmarks. You allow us to aggregate and anonymize Subscriber Data, including business data such as advertising spend, revenue and conversion figures, to create statistics and benchmarks across subscribers, such as the typical return on ad spend in an industry, and to show them in Interact. Anonymized data is no longer personal data. We own the resulting statistics and may continue to use them after the Agreement ends.

When we create benchmarks:

• each benchmark figure combines data from at least five organizations, and no single organization accounts for most of it;
• neither you nor any individual can be identified from them, and we do not attempt to re-identify anyone or allow others to do so;
• we never show your own figures to another subscriber;
• we do not use benchmarks, or the Subscriber Data behind them, to train AI models or models that are used for other subscribers, such as attribution models.

Opting out. You can opt out of benchmarks at any time by emailing info@turntwo.com. From then on we stop including new Subscriber Data. Statistics already created are not withdrawn.

16. Confidentiality

Each party keeps the other party's confidential information confidential and uses it only to perform the Agreement. Confidential information includes the terms of the Order Form, Subscriber Data, and non-public information about Interact. This does not apply to information that is public, was already known to the receiving party, or must be disclosed by law.

This obligation continues for two years after the Agreement ends.

17. Data protection

When we process personal data on your behalf, you are the controller and we are the processor. The Data Processing Agreement applies to that processing.

18. Liability

Our total liability under or in connection with the Agreement, on any legal ground, is limited to the fees you paid us under the Agreement in the 12 months before the event that caused the damage.

We are not liable for:

• indirect or consequential damage, including lost profit, lost revenue, lost savings, reputational damage and business interruption;
• loss or corruption of data, beyond restoring it from our most recent backup where possible;
• advertising spend, platform fees or other amounts payable to third parties, including spend resulting from actions approved by your Users on connected platforms;
• fines imposed on you by a regulator, as far as the law allows.

We are only liable for a failure to perform if you first give us a written notice of default, describing the failure in detail and giving us a reasonable period to remedy it, and we still fail. A claim for damages lapses if you do not notify us of it in writing within 12 months after you became aware, or should have become aware, of the damage.

These limitations do not apply to damage caused by intent or willful recklessness ("opzet of bewuste roekeloosheid") of Provider's management.

19. Force majeure

We are not liable for a failure to perform caused by circumstances beyond our reasonable control. These include failures or outages of hosting, network and AI model providers, of the platforms you connect, power failures, cyberattacks that could not reasonably be prevented, and government measures. If force majeure lasts more than 60 days, either party may terminate the Agreement in writing, without any obligation to pay damages.

20. Changes to these terms

We may change these Subscription Terms. We notify you at least 30 days before a change takes effect. If a change materially affects you negatively, it applies to you from the start of your next renewal period, unless you agree to it earlier. Changes required by law may take effect sooner.

21. Miscellaneous

• Assignment. You may not transfer the Agreement without our written consent. We may transfer the Agreement to a company in our group or in connection with a merger, acquisition or sale of our business, and we notify you of it.
• Severability. If a provision is invalid or unenforceable, the rest of the Agreement remains in force, and the parties replace that provision with a valid one that comes as close as possible to its purpose.
• Entire agreement. The Agreement replaces all earlier proposals and arrangements about its subject. Changes to an Order Form must be agreed in writing.
• Notices. Notices under the Agreement are given in writing; email is sufficient. Our address for notices is info@turntwo.com.
• Language. If these terms are translated, the English version prevails.

22. Governing law and disputes

The Agreement is governed by the laws of the Netherlands. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply. Any dispute will be submitted to the competent court in Amsterdam, the Netherlands.