Data License Agreement

Verdant Networks Inc., operating as cometrics.io. Last revised: 03/25/2026

Parties

This Data License Agreement ("Agreement") is between Verdant Networks Inc. (operating cometrics.io) ("Data Provider") and the customer identified in the sign‑up or order process ("Customer").

Program‑only Purpose

Data Provider provides certain data ("Data") solely for use within the Meltwater "Bring Your Own Data/Content" program as part of Customer's Meltwater business‑intelligence and analytics environment (the "Program"). Customer may use the Data only within the Program for its internal analytics, reporting, and decision‑making. No other use is permitted unless approved in writing by Data Provider.

License Grant

Subject to this Agreement and full payment of fees, Data Provider grants Customer a limited, non‑exclusive, non‑transferable, non‑sublicensable license to access and use the Data only: (a) within the Program; and (b) for Customer's internal business‑intelligence and analytics in the Program. All rights not expressly granted are reserved. No ownership in the Data transfers to Customer.

Restrictions

Customer will not, and will not allow any third party to:

resell, sublicense, distribute, or otherwise make the raw Data available as a standalone product, dataset, or service;
use the Data in any system, product, or service outside the Program without Data Provider's prior written consent;
provide third parties with bulk or systematic access to the raw Data (as opposed to Customer's own value‑added outputs that do not expose the Data as a standalone dataset);
use the Data in violation of law or third‑party rights; or
remove or alter proprietary notices on or in the Data.

Source / Publication

Without Data Provider's prior written consent, Customer will not (a) publicly identify Data Provider, cometrics.io, or Verdant Networks Inc. as the source of the Data; or (b) attribute in any public‑facing product, interface, or report that the Data originates from Data Provider. Mandatory legal disclosures are permitted, with reasonable prior notice to Data Provider where allowed.

Delivery

Data is delivered via APIs, secure transfer, or other mutually agreed methods that integrate with the Program. Data Provider may modify or discontinue specific Data sets or delivery methods, using reasonable efforts to give advance notice of material changes.

Fees

Customer will pay an API Access Fee for technical access to the delivery interfaces, a Cometrics License Fee for the license rights under this Agreement, and a Data Fee (the primary commercial component) based on volume, usage, or tier for the Data, in each case as communicated by Data Provider during sign‑up or ordering. Data Provider may structure and vary these fees by customer. Unless stated otherwise, fees are exclusive of taxes, non‑refundable, and payable within 30 days of invoice. Data Provider may suspend access to the Data/interfaces for undisputed amounts more than 30 days overdue.

As‑Is / No Warranty

THE DATA IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS. DATA PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING AS TO ACCURACY, COMPLETENESS, CURRENCY, NON‑INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER USES THE DATA AT ITS OWN RISK AND IS SOLELY RESPONSIBLE FOR ALL CONFIGURATION, INGESTION, MAPPING, AND DECISIONS BASED ON THE DATA.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DATA PROVIDER WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR ANY LOSS OF PROFITS, REVENUE, BUSINESS, OR DATA. DATA PROVIDER'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER UNDER THIS AGREEMENT IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

Term and Termination

This Agreement starts on the date Customer first accesses the Data and continues until terminated. Either party may terminate for material breach not cured within 30 days of written notice. Data Provider may suspend or terminate immediately for (a) use of the Data outside the Program; (b) serious misuse or illegal use; or (c) prolonged non‑payment of undisputed amounts. On termination, Customer must cease using the Data and, on request, delete it from active systems (subject to legally required retention).

Governing Law and Jurisdiction

This Agreement is governed by the laws of the Province of Newfoundland and Labrador and the federal laws of Canada applicable in that province. The parties irrevocably submit to the exclusive jurisdiction of the courts of Newfoundland and Labrador for all disputes arising out of or in connection with this Agreement.

Entire Agreement

This Agreement is the entire agreement between the parties regarding the Data and supersedes all prior or contemporaneous understandings on this subject. Any amendments must be in writing and agreed by Data Provider.