DealQXi

Terms of Service

Effective Date: April 18, 2026

1. Acceptance of Terms

These Terms of Service (“Terms”) govern access to and use of the DealQXi platform, websites, dashboards, data outputs, reports, APIs, and related services (collectively, the “Platform”) made available by DealQX LLC (“DealQX,” “we,” “us,” or “our”).

By clicking to accept these Terms, creating an account, subscribing to a paid plan, or otherwise accessing or using the Platform, you agree to be bound by these Terms. If you are using the Platform on behalf of a company or other entity, you represent and warrant that you have authority to bind that entity, and “you” includes that entity.

If you do not agree to these Terms, do not access or use the Platform.

2. Eligibility; Business Use

The Platform is intended for business and commercial use. You must be at least 18 years old and legally capable of entering into a binding contract to use the Platform.

3. Description of Service

DealQXi is a commerce intelligence platform that provides demand signals, opportunity scoring, market intelligence, and related analytics for e-commerce operators.

The Platform may use third-party data, public data, customer-provided data, machine-generated inferences, statistical models, heuristics, and proprietary scoring methodologies. Features, data sources, scoring logic, report contents, and availability may change from time to time.

DealQXi is an informational tool only. It does not provide legal, tax, accounting, investment, brokerage, or financial advice, and it does not guarantee any specific business result, revenue outcome, product success, margin, ranking, or marketplace performance. You remain solely responsible for evaluating and making your own business decisions.

4. Accounts; Authorized Users

You must provide accurate, current, and complete registration and billing information and keep that information updated.

You are responsible for:

Unless your subscription plan expressly permits otherwise, each subscription is for one named user only and may not be shared across multiple individuals. You may not permit access by any third party except your employees and contractors who are authorized by you to use the Platform solely for your internal business purposes and who are bound to confidentiality obligations at least as protective as these Terms (“Authorized Users”).

5. Subscription Plans; Billing; Auto-Renewal

5.1 Plans. DealQXi may be offered under subscription tiers as described on the Platform at the time of subscription, each with different features, limits, seats, and pricing. As of the Effective Date, current tiers include Pulse ($79 USD/month), Intelligence ($247 USD/month), and Apex ($597 USD/month). Current pricing is always displayed at checkout and on the Platform and controls in the event of any inconsistency with pricing listed elsewhere.

5.2 Billing. Paid subscriptions are billed in advance on a recurring basis, usually monthly unless otherwise stated in an order form or checkout page. By subscribing, you authorize DealQX and its payment processor to charge your designated payment method for all applicable recurring fees, taxes, and other charges due under your selected plan.

5.3 Auto-Renewal. Unless otherwise stated at checkout or in an applicable order form:

  1. your subscription automatically renews for successive billing periods of the same length;
  2. we will charge the payment method on file at the start of each renewal period; and
  3. you may cancel renewal at any time through your account settings or other method we make available, and cancellation will take effect at the end of the then-current paid billing period.

5.4 Pricing Changes. We may change pricing, packaging, features, usage limits, or plan structure upon at least thirty (30) days’ prior notice for a future renewal term. Continued use after the effective date of the pricing change constitutes acceptance of the updated pricing.

5.5 Non-Refundable Fees. Except as required by law, as expressly stated otherwise in these Terms (including the seven-day new-subscriber window described in our Support policy and the service-credit remedy in Section 15.4), or as expressly stated in a written order form, fees are non-refundable, and no refunds or credits are provided for partial billing periods, unused time, downgrades during a billing period, or unused features.

5.6 Failed Payments. If any charge is rejected, reversed, disputed, or unpaid, we may suspend or terminate access to the Platform after notice and an opportunity to update payment information, where commercially reasonable.

5.7 Taxes. Fees are exclusive of all taxes, levies, and duties imposed by taxing authorities, and you are responsible for payment of all such taxes (other than taxes based on DealQX’s net income).

5.8 Founding-Member and Promotional Pricing. Any founding-member pricing, early-subscriber pricing, legacy pricing, promotional discount, beta-access pricing, or similar locked-in rate (collectively, “Locked Pricing”) applies only during the continuous period of an active, paid-up subscription. If you (a) cancel your subscription, (b) allow your subscription to lapse or terminate for non-payment, (c) downgrade to a free tier (if offered) or to any tier not eligible for the Locked Pricing, or (d) otherwise permit your subscription to expire or terminate, your Locked Pricing ends automatically and is not preserved. Upon any reactivation, new subscription, or renewal following a lapse, you will be subject to DealQX’s then-current standard pricing for the applicable tier, regardless of any prior Locked Pricing. Locked Pricing is personal to the subscriber, is non-transferable, and creates no entitlement to reinstatement at the locked rate.

6. Trial Access; Beta Features

We may offer free trials, pilot access, promotional plans, or beta features. Unless we state otherwise in writing, beta features are provided as-is, may be discontinued at any time, and may be subject to additional limitations. We make no commitment to make any beta feature generally available.

7. License Grant; Internal Use Only

Subject to your compliance with these Terms and payment of applicable fees, DealQX grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the subscription term to access and use the Platform solely for your internal business purposes.

No rights are granted except as expressly stated in these Terms.

8. Acceptable Use Restrictions

You will not, and will not permit any other person to:

  1. resell, sublicense, lease, distribute, publish, display, transmit, or otherwise make the Platform, reports, scores, recommendations, or data outputs available to any third party except as expressly permitted by these Terms;
  2. use the Platform to operate a service bureau, outsourcing service, competitive intelligence product, or similar third-party-facing offering;
  3. copy, modify, adapt, translate, create derivative works from, reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive or discover the source code, underlying ideas, algorithms, model logic, scoring criteria, weightings, timing adjustments, trade secrets, or proprietary methods of the Platform, except to the limited extent such restriction is prohibited by applicable law;
  4. scrape, spider, crawl, use bots, scripts, or other automated means to access the Platform or extract data, except through expressly authorized DealQX interfaces and within published limits;
  5. use the Platform to build, train, improve, benchmark, or validate a competing product or service;
  6. remove, alter, or obscure any proprietary notices or legends;
  7. upload or transmit any material that infringes, misappropriates, or violates any intellectual property, privacy, publicity, confidentiality, or other rights;
  8. upload malicious code, attempt to bypass security controls, probe or test vulnerability without authorization, or interfere with the integrity or performance of the Platform;
  9. use the Platform in violation of any applicable law, regulation, court order, sanctions regime, or third-party marketplace terms that apply to your conduct; or
  10. access or use the Platform beyond the scope of your purchased plan, seats, usage limits, or authorized use case.

Audit Rights. Upon at least ten (10) business days’ prior written notice, and no more than once in any twelve-month period (unless DealQX has a reasonable, good-faith suspicion of a breach of this Section 8, in which case no prior notice or frequency limit applies), DealQX may audit your and your Authorized Users’ use of the Platform solely to verify compliance with these Terms. Audits will be conducted during normal business hours and in a manner that does not unreasonably interfere with your operations. You will reasonably cooperate with such audits, including providing access to relevant logs, records, and personnel. If an audit reveals material non-compliance with this Section 8, you will promptly reimburse DealQX’s reasonable audit costs and remedy the non-compliance, without limiting any other remedy available to DealQX.

We may monitor usage for security, fraud prevention, plan enforcement, product improvement, and compliance purposes.

9. Customer Data

As between the parties, you retain all right, title, and interest in and to the data, content, files, prompts, inputs, product lists, business information, and other materials that you or your Authorized Users submit to or make available through the Platform (“Customer Data”).

You represent and warrant that you have all rights, consents, and permissions necessary to provide Customer Data to DealQX and to authorize DealQX to process it as contemplated by these Terms.

You grant DealQX a non-exclusive, worldwide, limited license during the term to host, copy, transmit, process, display, and use Customer Data solely:

  1. to provide, maintain, secure, support, and improve the Platform;
  2. to generate reports, analyses, and outputs requested by you;
  3. to enforce these Terms and prevent fraud, abuse, or security incidents; and
  4. as otherwise required by law.

10. Usage Data; Aggregated and De-Identified Data

DealQX may collect and generate technical logs, telemetry, metadata, usage statistics, performance information, and other data about the operation, support, and use of the Platform (“Usage Data”).

DealQX may also create aggregated, anonymized, or de-identified datasets, benchmarks, trends, and model-improvement outputs derived from Customer Data and Usage Data, provided such information does not identify you, your business, or any identifiable individual as the source (“De-Identified Data”).

As between the parties, DealQX owns all right, title, and interest in and to Usage Data, De-Identified Data, and all Platform improvements, models, scores, methods, and outputs that do not constitute Customer Data.

11. Confidentiality

“Confidential Information” means any non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is designated as confidential or that reasonably should be understood to be confidential under the circumstances, including Platform architecture, product roadmaps, pricing, security information, Customer Data, models, scoring methodologies, and trade secrets.

The Receiving Party will:

  1. use Confidential Information only as necessary to exercise rights or perform obligations under these Terms;
  2. protect it using reasonable care, and no less than the care it uses for its own similar confidential information; and
  3. disclose it only to employees, contractors, advisers, and service providers with a need to know and bound by confidentiality obligations.

Confidential Information does not include information that the Receiving Party can show:

  1. was already known without restriction;
  2. becomes public through no breach of these Terms;
  3. is lawfully received from a third party without restriction; or
  4. is independently developed without use of the Disclosing Party’s Confidential Information.

A Receiving Party may disclose Confidential Information if required by law, subpoena, or court order, provided it gives prompt notice where legally permitted.

12. Intellectual Property

The Platform is licensed, not sold.

DealQX and its licensors retain all right, title, and interest in and to the Platform, including all software, interfaces, designs, text, graphics, scoring models, signal architectures, databases, compilations, know-how, trade secrets, reports, methodologies, improvements, and all related intellectual property rights.

Except for the limited rights expressly granted in these Terms, no license or other rights are granted to you by implication, estoppel, exhaustion, or otherwise.

If you provide suggestions, feedback, feature requests, or ideas regarding the Platform, you grant DealQX a perpetual, irrevocable, worldwide, royalty-free right to use and exploit them without restriction or obligation.

13. Third-Party Services and Data Sources

The Platform may depend on or interoperate with third-party data providers, payment processors, analytics tools, cloud infrastructure providers, marketplaces, or other external services.

DealQX does not control and is not responsible for third-party services, third-party data accuracy, third-party service interruptions, or changes in third-party terms, APIs, access methods, or availability. We may add, remove, substitute, or modify third-party dependencies at any time.

If your use of the Platform depends on your own third-party accounts, marketplace accounts, or data access permissions, you are responsible for maintaining those rights and permissions.

14. Compliance With Marketplace and Third-Party Terms

You are solely responsible for your compliance with the terms, policies, and rules of Amazon, Walmart, Shopify, Google, and any other marketplace, platform, or service you use in connection with your business.

DealQX does not represent or warrant that use of the Platform will satisfy any marketplace or third-party contractual requirement applicable to you.

15. Availability; Scheduled Maintenance; Extended Outages

15.1 General. We will use commercially reasonable efforts to maintain the Platform, but we do not guarantee uninterrupted or error-free operation.

15.2 Scheduled Maintenance. “Scheduled Maintenance” means any maintenance performed on the Platform for which DealQX provides at least twenty-four (24) hours’ advance notice through the Platform, status page, email, or other reasonable means. Scheduled Maintenance is generally performed during low-traffic periods (typically between 12:00 a.m. and 6:00 a.m. Central Time), generally does not exceed four (4) consecutive hours per maintenance window, and is excluded from any measurement of Platform availability, downtime, or Extended Outage.

15.3 Emergency Maintenance. DealQX may perform emergency maintenance without advance notice to address security vulnerabilities, service-impacting incidents, data-integrity risks, or other urgent issues. DealQX will use commercially reasonable efforts to minimize duration and to provide notice as soon as practicable. Emergency Maintenance is excluded from any measurement of Platform availability, downtime, or Extended Outage.

15.4 Extended Outage; Service Credits. “Extended Outage” means unplanned, continuous unavailability of the production Platform exceeding twenty-four (24) consecutive hours, excluding (i) Scheduled Maintenance; (ii) Emergency Maintenance; (iii) Force Majeure Events under Section 28; (iv) downtime caused by Customer’s systems, credentials, network, or acts or omissions; (v) downtime caused by third-party services, marketplaces, or data providers outside DealQX’s direct control; and (vi) beta features or features expressly designated as preview, experimental, or non-production. As Customer’s sole and exclusive remedy for an Extended Outage, Customer may request a service credit equal to the subscription fee for the affected tier for the affected monthly billing period, pro-rated by the fraction (hours of Extended Outage ÷ hours in the affected monthly billing period). Customer must request the credit in writing to support@dealqx.com within thirty (30) days after the Extended Outage is resolved, identifying the affected period. Service credits are applied to the next invoice, are non-transferable, and are not redeemable for cash. Total service credits issued for any monthly billing period will not exceed the subscription fee paid for that period.

15.5 Changes. We may perform maintenance, updates, upgrades, bug fixes, patches, modifications, or changes to features, functionality, models, interfaces, or user experience at any time. We may temporarily suspend access where necessary for maintenance, security, legal compliance, or system integrity.

15.6 Limits. We may set and enforce usage limits, storage limits, rate limits, seat limits, and feature restrictions by plan.

16. Security

DealQX will use commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, use, alteration, or disclosure.

No system is completely secure, and DealQX does not guarantee that unauthorized third parties will never defeat the Platform’s security measures.

17. Privacy; Data Processing Addendum

Your use of the Platform is also subject to our Privacy Policy, which describes how we collect, use, disclose, and protect information.

To the extent DealQX processes personal data on your behalf as a processor or service provider under applicable privacy laws, the Data Processing Addendum attached as Schedule A (the “DPA”) forms part of these Terms and governs such processing. In the event of a conflict between the DPA and the body of these Terms with respect to the processing of personal data, the DPA controls.

18. Suspension

We may suspend or restrict access to all or any part of the Platform immediately, with or without prior notice, if:

  1. we reasonably believe you have violated these Terms;
  2. your use poses a security risk or may harm the Platform or others;
  3. payment is overdue;
  4. required by law or by a governmental authority; or
  5. necessary to prevent fraud, abuse, or legal exposure.

Where practicable, we will provide notice and an opportunity to cure.

19. Term and Termination

These Terms begin when you first accept them or use the Platform and continue until terminated.

You may cancel your subscription at any time, but cancellation will generally take effect at the end of the current paid term unless otherwise stated in your plan.

We may terminate these Terms or your access immediately upon notice if:

20. Effect of Termination; Data Access

Upon expiration or termination:

  1. your right to access and use the Platform immediately ends;
  2. you must stop using the Platform and any DealQX confidential materials;
  3. we may disable your account and delete Customer Data after a reasonable period, except as required by law, backup retention schedules, or legitimate internal recordkeeping needs;
  4. during any period we choose to make available after termination, you may request export of certain Customer Data in a format we reasonably determine; and
  5. Sections that by their nature should survive will survive, including payment obligations accrued before termination, intellectual property, confidentiality, disclaimers, liability limits, and dispute provisions.

21. Warranties Disclaimed

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM, ALL REPORTS, SCORES, RECOMMENDATIONS, OUTPUTS, DATA, AND RELATED SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

DEALQX DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RELIABILITY, AND QUIET ENJOYMENT.

WITHOUT LIMITING THE FOREGOING, DEALQX DOES NOT WARRANT THAT:

Outputs may be generated or informed by machine learning models and may contain errors, omissions, or artifacts inherent to AI systems. You are responsible for independently verifying any output before acting on it.

22. Indemnification by You

You will defend, indemnify, and hold harmless DealQX, its affiliates, and their respective officers, directors, members, employees, and agents from and against any third-party claims, actions, damages, liabilities, judgments, settlements, penalties, fines, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:

  1. your or your Authorized Users’ use of the Platform in violation of these Terms;
  2. Customer Data;
  3. your violation of applicable law, marketplace rules, or third-party rights; or
  4. your products, listings, marketing, sales, or business decisions.

23. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

  1. IN NO EVENT WILL DEALQX OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  2. DEALQX’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS WILL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY YOU TO DEALQX UNDER THESE TERMS DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
  3. THE FOREGOING LIMITATIONS APPLY REGARDLESS OF THE FORM OF ACTION AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

24. Injunctive Relief

You acknowledge that unauthorized use, disclosure, or misuse of the Platform, DealQX Confidential Information, or DealQX intellectual property may cause irreparable harm for which monetary damages may be inadequate. Accordingly, DealQX may seek injunctive or equitable relief, in addition to any other remedies available at law or in equity, without posting bond to the extent permitted by law.

25. Modifications to the Platform or Terms

We may modify the Platform or these Terms from time to time. For material changes to these Terms, we will provide notice by email, through the Platform, or by other reasonable means at least thirty (30) days before the updated Terms take effect, unless a shorter period is required for legal or security reasons.

If you continue to use the Platform after the effective date of the revised Terms, you agree to the updated Terms. If you do not agree, you must stop using the Platform and cancel any renewal before the changes take effect.

26. Governing Law; Venue

These Terms are governed by the laws of the State of Tennessee, without regard to conflict-of-law principles.

Subject to the arbitration provisions in Section 27, any action or proceeding arising out of or relating to these Terms or the Platform that is not subject to arbitration must be brought exclusively in the state or federal courts located in Williamson County, Tennessee, and each party consents to the personal jurisdiction and venue of those courts.

27. Dispute Resolution; Arbitration; Class Action Waiver

(a) Mandatory Arbitration. Except for claims that DealQX may bring for injunctive or equitable relief under Section 24 to enforce its intellectual property rights, confidentiality obligations, or the acceptable use restrictions in Section 8, and except for any claim that may be brought in small-claims court and qualifies to remain in that court, any dispute, controversy, or claim arising out of or relating to these Terms, the Platform, or their breach, termination, or validity (each, a “Dispute”) will be finally resolved by binding arbitration administered by JAMS pursuant to its then-current Streamlined Arbitration Rules and Procedures, or, if the amount in controversy exceeds the threshold for Streamlined Rules, its Comprehensive Arbitration Rules and Procedures.

(b) Location and Procedure. The arbitration will be conducted in Nashville, Tennessee, before a single neutral arbitrator. The arbitrator will apply the substantive law of the State of Tennessee without regard to conflict-of-law principles. The arbitrator’s award will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

(C) CLASS ACTION WAIVER. DISPUTES MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY ONLY. YOU AND DEALQX EACH WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, CONSOLIDATED ACTION, REPRESENTATIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR ARBITRATION JOINING THE CLAIMS OF MORE THAN ONE PARTY.

If a court or arbitrator determines the class action waiver in Section 27(c) is unenforceable with respect to any claim, that claim (and only that claim) will be severed from arbitration and brought in a court of competent jurisdiction under Section 26, and all remaining claims will proceed in arbitration.

(D) JURY TRIAL WAIVER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS.

(e) Fees. Each party will bear its own attorneys’ fees and costs except as the arbitrator may award to a prevailing party in accordance with applicable law or the applicable JAMS rules.

(f) Confidentiality of Arbitration. The arbitration, including its existence, all submissions, and any award, will be treated as Confidential Information by both parties except as necessary to enforce the award or as required by law.

28. Force Majeure

Neither party will be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, fire, flood, earthquake, storm, epidemic or pandemic, war, terrorism, civil unrest, labor disruption, governmental action, national emergency, internet or telecommunications outages, cloud infrastructure provider failures, denial-of-service attacks, third-party data provider interruptions, or changes in third-party APIs or access methods (each, a “Force Majeure Event”).

The affected party will use commercially reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance as soon as practicable. If a Force Majeure Event prevents DealQX from providing a material portion of the Platform for more than sixty (60) consecutive days, either party may terminate the affected subscription by written notice without further liability, and DealQX will refund any prepaid unused fees on a pro-rata basis.

29. Miscellaneous

These Terms, together with any applicable order form, Privacy Policy, the DPA in Schedule A, and other documents expressly incorporated by reference, constitute the entire agreement between you and DealQX regarding the Platform and supersede all prior or contemporaneous understandings on that subject.

If any provision of these Terms is held unenforceable, the remaining provisions will remain in full force and effect.

DealQX’s failure to enforce any provision is not a waiver.

You may not assign or transfer these Terms without DealQX’s prior written consent. DealQX may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of assets.

These Terms do not create any agency, partnership, joint venture, fiduciary, or employment relationship.

30. Contact

DealQX LLC
1020 Whitehall Dr.
Franklin, TN 37069
legal@dealqx.com

Registered agent address: 116 Agnes Rd. Ste. 200, Knoxville, TN 37919. The Franklin address above is the operating office and the address for all notices under these Terms unless DealQX designates another address in writing.

Schedule A

Data Processing Addendum

This Data Processing Addendum (“DPA”) forms part of the Terms of Service between DealQX LLC (“DealQX” or “Processor”) and the customer identified in the applicable subscription (“Customer” or “Controller”). It applies to the extent DealQX processes Personal Data on behalf of Customer in providing the Platform.

A.1 Definitions

Capitalized terms not defined in this DPA have the meanings given in the Terms. “Applicable Data Protection Laws” means all privacy and data protection laws applicable to the processing of Personal Data under the Terms, including the California Consumer Privacy Act of 2018 as amended by the California Privacy Rights Act (“CCPA/CPRA”), the EU General Data Protection Regulation 2016/679 (“GDPR”), the UK GDPR and the Data Protection Act 2018 (“UK GDPR”), the Swiss Federal Act on Data Protection, and other US state comprehensive privacy laws as they come into effect.

“Personal Data,” “Processing,” “Controller,” “Processor,” “Data Subject,” “Supervisory Authority,” and “Personal Data Breach” have the meanings given in the GDPR (or their equivalents under other Applicable Data Protection Laws). “Sub-processor” means any third party engaged by DealQX to process Personal Data on its behalf under the Terms.

A.2 Scope and Roles

(a) For Personal Data that DealQX processes on Customer’s behalf in providing the Platform, Customer is the Controller (or, where applicable, a Processor acting for another Controller) and DealQX is the Processor (or sub-processor).

(b) For Personal Data that DealQX processes for its own business purposes, such as billing, account management, fraud prevention, security, aggregated analytics, and Platform improvement as permitted by Section 10 of the Terms, DealQX acts as an independent Controller, and such processing is not governed by this DPA.

A.3 Subject Matter, Nature, Purpose, Duration, and Categories

(a) Subject matter and nature. DealQX processes Personal Data submitted by Customer or generated through Customer’s use of the Platform solely to provide the Platform and fulfill DealQX’s obligations under the Terms.

(b) Purpose of processing. Provision of commerce intelligence services, including demand-signal analysis, opportunity scoring, reporting, and related analytics.

(c) Duration. The term of the applicable subscription, plus any retention period required under Section 20 of the Terms or by Applicable Data Protection Laws.

(d) Categories of Data Subjects. Customer’s employees, contractors, Authorized Users, and, where applicable, Customer’s own customers or end users whose information Customer submits to the Platform.

(e) Categories of Personal Data. Identification data (such as name, email, phone), account and authentication data, billing data, usage data, business-related metadata submitted by Customer, and any other Personal Data Customer chooses to submit. Customer must not submit special categories of Personal Data (including health, biometric, genetic, or precise geolocation data) to the Platform unless expressly agreed in writing.

A.4 Processor Obligations

DealQX will:

  1. process Personal Data only in accordance with Customer’s documented instructions, including as set out in the Terms, this DPA, and any applicable order form, except where required to do otherwise by law (in which case DealQX will notify Customer unless prohibited by law);
  2. ensure that personnel authorized to process Personal Data are bound by written or statutory confidentiality obligations;
  3. implement and maintain appropriate technical and organizational measures to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access, as described in Schedule A-1 (Security Measures);
  4. assist Customer, by appropriate technical and organizational measures and taking into account the nature of the processing, in responding to Data Subject requests under Applicable Data Protection Laws, to the extent Customer is unable to address such requests using Platform functionality;
  5. assist Customer with its obligations regarding security of processing, Personal Data Breach notification, data protection impact assessments, and prior consultation with Supervisory Authorities, in each case taking into account the information available to DealQX; and
  6. not “sell” or “share” (as defined under CCPA/CPRA) Personal Data processed on Customer’s behalf, and not retain, use, or disclose such Personal Data outside the direct business relationship between DealQX and Customer or for any purpose other than providing the Platform.

A.5 Sub-processors

(a) Customer grants DealQX general written authorization to engage Sub-processors to process Personal Data, subject to this Section 5.

(b) DealQX will maintain a list of current Sub-processors (including name, function, and location) and make it available to Customer upon written request.

(c) DealQX will impose on each Sub-processor data protection obligations no less protective than those in this DPA.

(d) DealQX will provide Customer with at least fifteen (15) days’ notice, by email or Platform notice, before engaging any new Sub-processor that processes Personal Data. Customer may object on reasonable data-protection grounds within that notice period; if the parties cannot resolve the objection, Customer’s sole remedy is to terminate the affected subscription on written notice, and DealQX will refund any prepaid unused fees on a pro-rata basis.

(e) DealQX remains responsible for its Sub-processors’ acts and omissions to the same extent as for its own.

A.6 Data Subject Rights

To the extent required by Applicable Data Protection Laws, DealQX will provide reasonable assistance to Customer to enable Customer to respond to Data Subject requests to exercise rights of access, rectification, erasure, restriction, portability, and objection. Customer is responsible for responding to such requests; DealQX will not respond directly except as instructed by Customer in writing or as required by law.

A.7 Personal Data Breach

DealQX will notify Customer without undue delay, and in any event within seventy-two (72) hours, after becoming aware of a Personal Data Breach affecting Customer’s Personal Data. The notice will include, to the extent known: the nature of the breach, the categories and approximate number of affected Data Subjects and records, likely consequences, and measures taken or proposed to address the breach and mitigate its effects.

A.8 International Transfers

(a) If DealQX processes Personal Data originating from the European Economic Area, the United Kingdom, or Switzerland in a country not recognized as providing an adequate level of protection, the parties agree that the European Commission Standard Contractual Clauses (Decision (EU) 2021/914), the UK International Data Transfer Addendum, and the Swiss equivalent, as applicable, are incorporated into this DPA by reference and apply with Customer as data exporter and DealQX as data importer.

(b) The additional safeguards described in Schedule A-1 apply to all international transfers.

A.9 Deletion or Return of Data

Upon termination or expiration of the Terms, DealQX will, at Customer’s election, delete or return all Personal Data processed on Customer’s behalf, except to the extent DealQX is required to retain such Personal Data by law, legitimate recordkeeping, or backup retention schedules, in which case DealQX will continue to protect such Personal Data in accordance with this DPA. Section 20 of the Terms also applies.

A.10 Audit

Once per twelve-month period, upon at least thirty (30) days’ prior written notice (or more frequently if required by a Supervisory Authority or following a confirmed Personal Data Breach), DealQX will make available to Customer information reasonably necessary to demonstrate compliance with this DPA. DealQX may satisfy this obligation by providing current third-party audit reports (such as SOC 2 reports, if available), security certifications, or written responses to a reasonable audit questionnaire. Customer will treat all audit materials as DealQX’s Confidential Information.

A.11 Liability

Each party’s liability arising out of or relating to this DPA is subject to the limitations of liability in Section 23 of the Terms.

A.12 Conflict

In the event of a conflict between this DPA and the body of the Terms with respect to the processing of Personal Data, this DPA controls; otherwise, the Terms control.

Schedule A-1 — Security Measures

DealQX implements the following administrative, technical, and organizational measures, which may be updated from time to time so long as the overall level of protection is not decreased: