ASUME

Trust Center

Terms and Conditions

Last updated: 8 September 2026

Overview

Introduction

Welcome, and thank you for your interest in ASUME B.V. (“ASUME,” “we,” “us,” or “our”). These Terms of Service (“Terms”) govern your access to and use of ASUME’s websites, software, applications, APIs, models, company-understanding systems, retrieval systems, integrations, agents, documentation, and related products and services (collectively, the “Service”).

By creating an account, purchasing or using the Service, accepting an Order Form, joining a Workspace, connecting a source or integration, identifying a company or other target for analysis, or otherwise accessing or using the Service, you agree to these Terms. If you are entering into these Terms on behalf of a company or other organisation, you represent and warrant that you have authority to bind that organisation, and references to “Customer,” “you,” and “your” mean that organisation.

The Service is intended solely for business and professional use and is not offered for consumer use. The Acceptable Use Policy, Data Processing Agreement, Security Measures, Subprocessor List, Service and Technical Parameters, and any applicable feature-specific or Agent Terms form part of the Agreement where applicable. Our Privacy Policy explains how ASUME Processes Personal Data where ASUME acts as a Controller.

If you have entered into a separately signed Master Services Agreement or Order Form with ASUME that expressly supersedes these Terms, that agreement will govern to the extent of the conflict.

1. Access and Use

1.1. The Service

ASUME provides systems for understanding companies and other business entities from information available to the Service. Depending on your plan, configuration, objectives, sources, jurisdiction, and available functionality, the Service may identify and retrieve information, extract and structure evidence, establish facts and features, construct and maintain representations of company state, generate assumptions and inferences, identify matches and opportunities, produce classifications, scores, rankings, explanations and recommendations, and make those capabilities available through interfaces, APIs, integrations, agents, exports, or other workflows. The Service is a decision-support and company-understanding system. It is not a substitute for independent professional judgment and does not guarantee any particular business result.

1.2. Customer Instructions and Target Selection

When you select, submit, import, upload, configure, or otherwise identify a company, account, market, source, objective, or other target for analysis, you instruct ASUME to perform the requested analysis. You acknowledge that fulfilling your request may involve automated source discovery, retrieval, crawling, copying, extraction, processing, classification, structuring, comparison, storage, refresh, analysis, and inference. As between you and ASUME, you are responsible for the targets you select, the objectives and purposes you specify, any access rights or credentials you provide, and your downstream use of the Service and Outputs. Your selection of a target does not itself grant either party intellectual-property, privacy, database, access, contractual, or other rights belonging to that target or another third party.

1.3. Permitted Use

Subject to your compliance with these Terms and any applicable Order Form, ASUME grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right during the applicable subscription term to access and use the Service for your own legitimate internal business purposes, including company understanding, market research, revenue and account planning, partnerships, procurement, strategy, marketing, and other activities supported by the Service (the “Permitted Purpose”). The Permitted Purpose does not include Data Resale Activity, operation of a competing company-intelligence or inference service, unlawful surveillance or profiling, or any activity prohibited by these Terms or the Acceptable Use Policy.

1.4. Public Source Data

The Service may identify, retrieve, process, analyse, structure, classify, summarise, reference, or infer from information obtained through publicly available sources (“Public Source Data”), including company websites, product pages, documentation, job postings, public filings, announcements, public registers, public databases, public social-media pages, and other publicly accessible materials. ASUME determines which public sources to use, which pages or materials to retrieve, the frequency and depth of retrieval, what evidence to retain, how frequently to refresh a source, and when a source should be restricted, replaced, or removed, subject to applicable law and ASUME’s internal compliance controls.

1.5. Automated Retrieval

In providing the Service, ASUME may use automated and distributed technical infrastructure, including browser automation, headless browsers, JavaScript rendering, distributed workers, proxy and IP-routing infrastructure, geographic routing, load distribution, caching, retries, failover, adaptive concurrency, source-discovery systems, search providers, retrieval providers, and other technologies reasonably necessary to provide the Service. Such technologies may be used for performance, compatibility, routing, reliability, resilience, localisation, fault recovery, workload distribution, and other legitimate operational purposes. Nothing in these Terms requires ASUME to disclose security-sensitive or proprietary information concerning crawler configuration, routing infrastructure, proxy providers, IP addresses, technical fingerprints, internal source-selection logic, compliance thresholds, security systems, or other confidential technical architecture.

1.6. Source Restrictions

ASUME may limit, alter, suspend, or discontinue retrieval, processing, storage, refresh, or presentation of information where ASUME identifies or reasonably suspects authentication requirements, paywalls, contractual restrictions, access controls, rate restrictions, text-and-data-mining reservations, copyright or database restrictions, privacy concerns, confidentiality or trade-secret concerns, security concerns, regulatory requirements, or other legal or operational risks. A reduction in source coverage, evidence availability, retrieval frequency, or related functionality for such reasons will not constitute a breach of any general completeness or availability commitment unless an applicable Order Form expressly provides otherwise.

1.7. Compliance Controls Are Not Legal Clearance

Any automated or manual source, rights, privacy, security, access, or compliance screening performed by ASUME is a risk-management control and does not constitute legal advice, legal clearance, due diligence, certification, regulatory approval, or a representation that your particular use of information or an Output is lawful.

2. Eligibility

2.1. Business Users

The Service is intended solely for businesses, organisations, professionals, and persons acting within their trade, business, craft, or profession. You may not use the Service as a consumer.

2.2. Authority

If you access or use the Service on behalf of an organisation, you represent and warrant that you have authority to bind that organisation to these Terms. If you use an organisation-provided email address or identity in connection with the Service, ASUME may treat that organisation as the Customer responsible for the relevant Account, Workspace, Users, and activity.

2.3. Legal Capacity

You represent that you have legal capacity to enter into these Terms, that you have not been prohibited from using the Service, and that your access to and use of the Service is permitted under laws applicable to you.

3. Accounts and Workspaces

3.1. Accounts

Certain features of the Service require an account (“Account”). You must provide accurate, complete, and current Account information. Each individual User must use their own credentials, and credentials may not be shared between individuals except where the Service expressly supports shared service accounts.

3.2. Customer Responsibility

You are responsible for all activity occurring through your Accounts and Workspaces, including the acts and omissions of your employees, administrators, contractors, agents, and other authorised Users, except to the extent directly caused by ASUME’s breach of these Terms. You are responsible for maintaining the confidentiality and security of credentials, API keys, authentication methods, connected systems, permissions, and Workspace settings.

3.3. Administrators

A Workspace administrator may manage Users, permissions, data sources, integrations, settings, authentication, and other features. You are responsible for selecting administrators and for actions taken by administrators acting through authorised Workspace functionality. ASUME may reasonably rely on instructions provided through your authenticated administrative controls.

3.4. Account Security

You must promptly notify ASUME if you know or reasonably suspect that an Account, credential, API key, connected source, or Workspace has been compromised or accessed without authority. ASUME may restrict or suspend access where it reasonably believes an Account is compromised, fraudulent, abusive, or otherwise presents security, legal, operational, or reputational risk.

Data & sources

4. Customer Data and Customer Sources

4.1. Customer Data

“Customer Data” means information submitted, uploaded, transmitted, connected, or otherwise made available to the Service by or on behalf of Customer, including prompts, objectives, company lists, files, CRM information, communications, meeting or call information, notes, documents, and connected-system data. As between you and ASUME, you retain all rights, title, and interest that you have in Customer Data.

4.2. Licence to Customer Data

You grant ASUME a limited, worldwide, non-exclusive, royalty-free licence to host, access, retrieve, copy, transmit, Process, store, analyse, transform, structure, classify, derive from, display, and otherwise use Customer Data as reasonably necessary to provide, operate, maintain, secure, monitor, troubleshoot, and support the Service, generate Outputs requested or enabled by you, prevent fraud or abuse, comply with applicable law, and perform ASUME’s obligations under the Agreement. Where Customer Data constitutes Processor Personal Data, ASUME’s Processing of that Personal Data is additionally subject to, and limited by, the DPA.

4.3. Customer Data Warranty

You represent and warrant that you have all rights, licences, permissions, notices, consents, authorisations, and lawful bases required to provide Customer Data to ASUME and permit ASUME to process it in accordance with these Terms. You are responsible for the accuracy, quality, legality, relevance, and appropriateness of Customer Data. You must not submit information that was unlawfully obtained, infringes third-party rights, is confidential to another person without appropriate authority, is subject to restrictions you are not authorised to satisfy, or would cause ASUME to become subject to legal or security requirements ASUME has not expressly agreed to undertake.

4.4. Sensitive and Regulated Data

Unless ASUME expressly agrees otherwise in writing, you must not submit special-category Personal Data, criminal-offence data, children’s data, health or medical information, biometric information, precise location information, government identification numbers, payment-card information, regulated financial-account information, or other information subject to sector-specific legal or security requirements materially beyond those applicable to ordinary Personal Data.

4.5. Customer-Authorised Sources

A “Customer-Authorised Source” is a source that is not generally publicly accessible and that you enable or instruct ASUME to access using rights, permissions, accounts, credentials, licences, APIs, integrations, or other authority supplied or controlled by you. By enabling such a source, you represent and warrant that you are authorised to access it, to permit ASUME to access and process it, to provide any credentials or tokens supplied, and to instruct the relevant processing under the applicable agreement and law. You are responsible for restrictions arising from agreements between you and the relevant third-party source.

4.6. Customer-Controlled Sources

A “Customer-Controlled Source” is a website, domain, subdomain, documentation portal, database, API, repository, knowledge base, or other resource that you identify or verify as owned or controlled by you, or for which you otherwise possess authority to grant the permissions described in this Section. ASUME may require domain verification or other reasonable evidence of authority.

4.7. Customer-Controlled Source Authorisation

For each Customer-Controlled Source, you authorise ASUME and its service providers to access, crawl, index, retrieve, download, render, reproduce, extract, parse, normalise, cache, store, analyse, classify, structure, compare, refresh, and otherwise process content and data from that source for purposes of providing, operating, developing, and improving the Service. This authorisation includes text and data mining, semantic analysis, feature extraction, creation of structured facts, embeddings, representations, evidence records, classifications, relationships, Derived Data, company states, and Outputs.

4.8. Customer-Controlled Intellectual Property and Database Rights

To the extent you own or are authorised to license the relevant copyright, database, or similar rights in a Customer-Controlled Source, you grant ASUME a worldwide, non-exclusive, royalty-free licence to perform the activities authorised by Section 4.7. To the extent you are the maker of, or possess sufficient rights in, a database contained in a Customer-Controlled Source, you expressly authorise ASUME to extract and, where necessary for the authorised purposes, re-utilise all or any part of that database, including insubstantial, substantial, repeated, systematic, or complete portions.

4.9. Rights Reservations

To the extent you control the relevant rights, the specific authorisations granted to ASUME under this Section apply notwithstanding any general text-and-data-mining reservation, automated-access restriction, copyright reservation, database-right reservation, machine-readable rights notice, or similar restriction that you have published or caused to be published in relation to the Customer-Controlled Source. You cannot grant rights you do not possess, and this Section does not affect rights of third parties in material included within a Customer-Controlled Source.

5. Data Use and Model Training

5.1. Customer Data Training

ASUME will not use Customer Data to train or fine-tune generally reusable ASUME or third-party AI models unless you expressly opt in or otherwise agree in writing. Ordinary model inference, context processing, retrieval, security filtering, debugging, support, evaluation of a Customer request, and fraud or abuse detection do not constitute Training solely because an AI model is involved. Where you authorise Training that is intended to improve generally reusable ASUME models or systems for ASUME’s broader purposes, that Processing may be undertaken by ASUME for independently determined purposes and will be governed by the applicable product setting, Privacy Policy, DPA where applicable, and data-protection law according to the legally applicable roles.

5.2. Third-Party Model Training

ASUME will not authorise a third-party foundation-model provider to train its models on Customer Data unless you expressly enable or agree to that use. Third-party providers may process limited information for security, fraud prevention, abuse detection, policy enforcement, or legal compliance where permitted under ASUME’s agreements with those providers and applicable law.

5.3. Public Source Data

Subject to applicable law, third-party rights, applicable rights reservations, and ASUME’s compliance controls, ASUME may use Public Source Data to train, fine-tune, test, evaluate, benchmark, develop, and improve ASUME models, classifiers, retrieval systems, inference systems, evaluation systems, and related technology.

5.4. Customer-Controlled Source Training

Content from a Customer-Controlled Source may be used by ASUME to train, fine-tune, evaluate, benchmark, test, develop, and improve ASUME models and related systems unless you opt out through available Workspace settings or by written notice to ASUME. Unless applicable law requires otherwise, an opt-out applies prospectively and does not require ASUME to reverse completed Training, retrain existing models, reconstruct prior model versions, or remove statistical relationships or learnings already incorporated into a model. Following an effective opt-out, ASUME will not intentionally use newly collected content from that Customer-Controlled Source for new Training covered by this Section, but may continue processing that content as reasonably necessary to provide the Service to you.

5.5. Derived Data

“Derived Data” means structured facts, features, classifications, embeddings, representations, relationships, signals, evaluations, statistics, and other information generated by ASUME through processing Public Source Data or Usage Data, excluding Customer Data and excluding third-party protected expression reproduced in substantially the same form. Subject to applicable law, ASUME may generate, store, combine, analyse, reuse, evaluate, commercialise, and use Derived Data for Training, research, benchmarking, analytics, security, product development, and Service improvement.

5.6. Aggregated, De-Identified, and Anonymised Data

ASUME may create aggregated, de-identified, or anonymised information from data processed through the Service where the resulting information does not identify Customer, a specific Workspace, Customer’s customers, Users, or identifiable individuals. ASUME may use such information for any lawful business purpose, including analytics, research, benchmarking, quality evaluation, security, model evaluation, and product development. ASUME will not intentionally re-identify data represented as anonymised.

5.7. Usage Data

ASUME may collect and process technical, diagnostic, operational, security, performance, and usage information relating to the Service (“Usage Data”), including logs, device and browser information, authentication activity, feature usage, API usage, performance information, error events, usage volumes, and similar technical information. ASUME may use Usage Data for security, billing, capacity planning, analytics, fraud prevention, support, diagnostics, compliance, and Service improvement.

6. Outputs and AI Features

6.1. Outputs

The Service may generate profiles, facts, evidence-linked statements, assumptions, classifications, scores, rankings, matches, recommendations, explanations, reports, exports, and other results (“Outputs”) using artificial intelligence, statistical systems, ASUME models, third-party models, Public Source Data, Customer Data, Customer-Authorised Sources, Derived Data, Customer objectives, and other available information.

6.2. Output Limitations

You acknowledge that Outputs are generated through automated and inferential systems and may contain errors, incomplete information, incorrect assumptions, misleading statements, outdated information, uncertainty, or bias. Outputs may change when underlying evidence changes and may differ when similar or repeated requests are made. You are responsible for independently reviewing and validating Outputs before material reliance.

6.3. Similar Outputs

Outputs may be the same as or similar to Outputs generated for other customers where they are based on the same or similar public facts, evidence, methodologies, assumptions, objectives, or models. You acquire no exclusive right to a fact, general inference, company, market, opportunity category, methodology, or Output merely because ASUME communicated it to you.

6.4. No Verification or Professional Advice

You must not represent an inference as independently verified fact unless you have independently verified it. Evidence links, confidence indicators, assumptions, reasoning summaries, and source references are provided to support review and do not constitute guarantees of accuracy or legal sufficiency. The Service does not provide legal, financial, tax, regulatory, employment, medical, investment, accounting, or other professional advice.

6.5. Autonomous Actions

The Service may make available functionality that you configure to take external actions without manual review of every individual action (“Autonomous Action Features”). By enabling such functionality, you authorise ASUME to perform actions within the scope and settings you configure. Your election not to manually review an individual action does not, by itself, transfer responsibility to ASUME for your targeting criteria, recipients, Customer-controlled content, business rules, instructions, lawful basis, regulatory obligations, or downstream consequences. Additional Agent Terms may apply to specific Autonomous Action Features.

6.6. Customer AI Systems

Your incorporation of ASUME Outputs, APIs, data, or functionality into an AI system controlled by you does not, solely by reason of that incorporation, make ASUME the provider, deployer, distributor, importer, operator, or user of your AI system. You are responsible for determining your role and obligations under laws applicable to your system and must not use the Service in connection with prohibited AI practices.

6.7. Regulatory Matters

You must promptly notify ASUME if a competent authority initiates an investigation or enforcement action materially relating to your regulated use of the Service and must provide reasonable cooperation where ASUME requires information concerning your use in order to respond to such investigation or protect its legal interests.

Use & commercial

7. Use Restrictions

7.1. Restrictions

Except to the extent a restriction is prohibited by mandatory law, you must not, and must not permit any third party to: (i) use the Service in violation of applicable law or third-party rights; (ii) use stolen or unauthorised credentials; (iii) circumvent or attempt to circumvent ASUME authentication, security measures, rate limits, usage restrictions, monitoring, billing systems, or other technical controls; (iv) create additional Accounts or use alternative identities to evade suspension, termination, or usage restrictions; (v) reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive source code, models, prompts, system instructions, hidden reasoning, model weights, algorithms, proprietary schemas, taxonomies, scoring logic, evidence structures, or other protected elements of the Service; (vi) perform model extraction, model stealing, prompt extraction, system-instruction extraction, membership-inference attacks, or similar attacks intended to derive protected characteristics of the Service; (vii) use systematic queries, API responses, Outputs, model responses, evaluation results, or other Service information to train, fine-tune, distil, replicate, imitate, or develop a competing model, company-understanding system, intelligence service, or product; (viii) scrape, harvest, bulk-download, systematically extract, or reconstruct ASUME Materials; (ix) use the Service to unlawfully reconstruct, substitute for, or replicate a third-party protected database; (x) interfere with, disrupt, damage, overload, probe, scan, or test the vulnerability of the Service without ASUME’s written authorisation; (xi) use the Service for unlawful surveillance, profiling, targeting, harassment, discrimination, fraud, deception, or malicious activity; (xii) use an Output as the sole or determinative basis for a decision producing legal or similarly significant effects on an individual; or (xiii) state or imply that ASUME has independently certified, guaranteed, approved, audited, or endorsed your communication, decision, claim, target list, classification, recommendation, or business result.

7.2. Data Resale Activity

“Data Resale Activity” means selling, licensing, renting, publishing, transferring, making available, or otherwise commercialising substantial amounts of Outputs, Derived Data, company profiles, evidence structures, or information obtained substantially through the Service as a standalone dataset, database, lead database, enrichment product, intelligence product, API, data-broker product, or other information service intended for third-party access. You may not engage in Data Resale Activity without ASUME’s prior written permission. Ordinary internal sharing and disclosure to professional advisers, contractors, or service providers acting for you and subject to appropriate confidentiality obligations does not by itself constitute Data Resale Activity.

7.3. Competitive Use and Benchmarking

You may not access or use the Service primarily for competitive intelligence concerning ASUME, model or product extraction, or development of a competing service. You must not publish a benchmark, comparative evaluation, or performance claim concerning ASUME that is materially misleading, omits material methodology or limitations, uses non-representative conditions, discloses ASUME Confidential Information, or cannot reasonably be reproduced.

7.4. Enforcement

ASUME may monitor use of the Service to enforce these Terms, protect the Service, comply with law, and prevent fraud, security incidents, abuse, or misuse. Serious or repeated violations, including deliberate model extraction, security attacks, unauthorised Data Resale Activity, credential abuse, or circumvention of a prior suspension, may be treated as material and non-curable breaches.

8. Plans, Fees, and Credits

8.1. Paid Services

Certain features of the Service require payment. Applicable prices, usage limits, billing periods, and plan terms are described in the Service, on the applicable pricing page, or in an Order Form. Unless otherwise stated, fees are stated exclusive of applicable taxes, are non-cancellable and non-refundable, and must be paid in the currency specified by ASUME.

8.2. Subscriptions

Subscription Services automatically renew for successive periods equal to the applicable subscription period unless cancelled before renewal in accordance with the cancellation functionality or applicable Order Form. By purchasing a recurring subscription, you authorise ASUME and its payment providers to charge the applicable payment method for recurring fees, taxes, usage charges, overages, and other amounts due.

8.3. Pricing Changes

ASUME may change pricing, plan limits, included usage, model access, and other commercial terms. Material pricing changes to an existing paid subscription ordinarily apply upon renewal unless an Order Form provides otherwise or earlier application is required by law, taxation, third-party provider pricing, or another legally or commercially necessary circumstance.

8.4. Usage-Based Services

Certain functionality may be charged by usage. You are responsible for usage generated through your Accounts, Users, APIs, Workspaces, integrations, and credentials. ASUME’s metering records will control absent manifest error.

8.5. Credits

ASUME may provide or sell contractual Service-use units (“Credits”). Credits are not money, electronic money, stored value, securities, cryptocurrency, or financial instruments, have no cash value, cannot be redeemed for cash, may not be resold or transferred except where ASUME expressly permits, and may expire according to the applicable plan or purchase terms. Unless an Order Form expressly fixes a conversion, the amount or type of Service functionality obtainable with a Credit may change over time.

8.6. Taxes

You are responsible for applicable taxes, duties, levies, and similar charges other than taxes based on ASUME’s net income. If withholding is required by law, you will gross up the payment to the extent permitted by law so that ASUME receives the amount it would otherwise have received.

8.7. Late Payments

ASUME may charge lawful late-payment interest and reasonable collection costs. ASUME may suspend or restrict access where undisputed amounts remain overdue and may require payment of outstanding amounts before restoring access.

9. Ownership and Licences

9.1. The Service

ASUME and its licensors own and retain all right, title, and interest in and to the Service and all ASUME technology and materials, including software, models, algorithms, prompts, system instructions, inference methods, evaluation methods, schemas, taxonomies, scoring logic, evidence structures, designs, interfaces, workflows, methodologies, Documentation, improvements, modifications, and related intellectual-property rights (“ASUME Materials”). No licence is granted except as expressly stated in these Terms.

9.2. Customer Data

As between you and ASUME, you retain all rights you have in Customer Data. Nothing in these Terms transfers ownership of Customer Data to ASUME.

9.3. Outputs

Subject to ASUME Materials, third-party rights, source rights, and applicable law, you may use Outputs generated for you for the Permitted Purpose. No ownership or licence in underlying third-party source materials transfers merely because an Output was generated from or references those materials.

9.4. Derived Data

As between you and ASUME, ASUME retains all rights it may lawfully hold in Derived Data, generalised learnings, methodologies, non-customer-specific improvements, statistical characteristics, evaluation results, and other information generated independently of Customer Data. Nothing in this provision grants ASUME ownership of facts or rights that applicable law does not permit a party to own.

9.5. Feedback

If you provide ideas, suggestions, recommendations, corrections, enhancement requests, or other feedback concerning the Service (“Feedback”), you grant ASUME a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free licence to use, modify, commercialise, publish, incorporate, and otherwise exploit that Feedback for any purpose without restriction, attribution, approval, or compensation.

9.6. Reservation of Rights

All rights not expressly granted are reserved. Nothing prevents ASUME from independently developing, offering, or commercialising products, methods, systems, models, workflows, datasets, features, or technologies similar to or competing with ideas, requirements, workflows, or business processes of Customer, provided ASUME does not misuse Customer Data or Customer Confidential Information.

10. Third-Party Services and Integrations

10.1. Third-Party Services

The Service may use, depend upon, link to, or interoperate with third-party model providers, cloud services, search providers, retrieval systems, data providers, APIs, integrations, analytics systems, payment providers, and other services (“Third-Party Services”). ASUME does not control Third-Party Services and does not warrant their availability, accuracy, security, continued functionality, or suitability.

10.2. Integrations

By enabling an integration or connected system, you authorise ASUME to access and process information within the permission scope you configure. You are responsible for selecting the integration, granting and maintaining permissions, ensuring that credentials and access are authorised, complying with applicable third-party terms, and revoking access when no longer appropriate.

10.3. Third-Party Changes

A third party may change, restrict, suspend, terminate, or discontinue its service, API, model, data source, permission scheme, or integration at any time. ASUME has no liability for resulting outages, reduced functionality, source unavailability, permission changes, data changes, or loss of access that are outside ASUME’s reasonable control.

10.4. Provider Changes

ASUME may replace or discontinue a Third-Party Service or provider at any time. Unless an Order Form expressly provides otherwise, you have no right to require continued use of a particular model, search provider, retrieval provider, cloud provider, or other third party.

Privacy & rights

11. Data Protection

11.1. Data Processing Agreement

Where ASUME Processes Personal Data on behalf of Customer as a Processor, ASUME’s Data Processing Agreement (“DPA”) is incorporated into and forms part of the Agreement and applies automatically to that Processing. Unless ASUME expressly requires separate execution, the DPA does not need to be separately signed and becomes binding when Customer becomes bound by these Terms or otherwise begins using the Service in a manner involving ASUME’s Processing of Personal Data on Customer’s behalf.

11.2. Roles

Where ASUME acts as Processor, Customer is the Controller or other party responsible for determining the purposes and means of the relevant Processing, unless otherwise agreed in writing. Processing for which ASUME independently determines the purposes and essential means is outside the scope of the DPA and is governed by ASUME’s Privacy Policy and applicable law. The contractual description of a party’s role does not override the role assigned to that party by applicable data-protection law based on the actual Processing.

11.3. Customer Responsibilities

Customer is responsible for establishing and maintaining all lawful bases, notices, consents, permissions, authorisations, retention practices, Data Subject processes, and other obligations applicable to Personal Data that Customer submits, connects, makes available, or instructs ASUME to Process. Customer is responsible for ensuring that its Processing instructions and use of the Service comply with applicable data-protection law.

11.4. ASUME Independent Processing

ASUME may act as an independent Controller where ASUME independently determines the purposes and essential means of Processing Personal Data, including where applicable for account administration, billing, fraud prevention, security, legal compliance, analytics, customer relationship management, public-source Processing, and other purposes described in ASUME’s Privacy Policy.

11.5. Public-Source Personal Data

Public availability of information about an individual does not remove applicable data-protection requirements. Where ASUME independently Processes publicly available professional Personal Data for purposes determined by ASUME, that Processing is outside the scope of the DPA and is governed by ASUME’s Privacy Policy and applicable law. ASUME may minimise, suppress, correct, de-identify, restrict, or remove such Personal Data where reasonably necessary for compliance, accuracy, security, or ASUME’s product policies.

11.6. Customer Downstream Use

Where Customer exports, stores, combines, contacts, profiles, enriches, or otherwise Processes Personal Data contained in an Output for Customer’s own purposes, Customer is responsible for that subsequent Processing and for satisfying the obligations applicable to it. ASUME’s inclusion of professional or business-related Personal Data in an Output does not represent that Customer may lawfully contact, market to, profile, or otherwise use that person for every purpose. Unless expressly agreed otherwise, ASUME does not provide privacy notices, obtain consents, conduct legitimate-interest assessments, or satisfy Customer’s transparency obligations on Customer’s behalf.

12. Confidentiality and Security

12.1. Confidential Information

“Confidential Information” means non-public information disclosed by one party to the other that is identified as confidential or reasonably should be understood as confidential given its nature and the circumstances of disclosure. ASUME Materials, non-public technical information, model architecture, prompts, inference methods, security information, source-selection methods, commercial terms, and access credentials are ASUME Confidential Information whether or not marked confidential.

12.2. Obligations

The receiving party will use Confidential Information only as reasonably necessary in connection with the Agreement, protect it with at least reasonable care, and disclose it only to personnel, contractors, professional advisers, or service providers who have a need to know and are subject to appropriate confidentiality obligations.

12.3. Exclusions

Confidential Information does not include information that the receiving party can demonstrate was lawfully known without restriction before disclosure, becomes public through no breach of the Agreement, is independently developed without use of the Confidential Information, or is lawfully obtained from another source without confidentiality restriction.

12.4. Required Disclosure

A party may disclose Confidential Information to the extent legally required, provided it gives advance notice where legally permitted and reasonably cooperates with efforts to obtain confidential treatment.

12.5. Security

ASUME will maintain reasonable technical and organisational measures designed to protect Customer Data against unauthorised access, loss, misuse, alteration, disclosure, or destruction. No system, model, network, or software is completely secure, and ASUME does not guarantee prevention of every security incident or unauthorised act.

12.6. Injunctive Relief

You acknowledge that unauthorised disclosure, extraction, copying, reverse engineering, model extraction, or misuse of ASUME Materials or ASUME Confidential Information may cause irreparable harm for which monetary damages may be inadequate. ASUME may seek injunctive, equitable, protective, or conservatory relief in any competent jurisdiction without prejudice to other remedies.

13. Rights and Source Complaints

13.1. Complaints

If you believe that ASUME’s processing or the Service infringes or otherwise materially affects your copyright, database rights, privacy rights, confidentiality rights, trade secrets, text-and-data-mining reservation, or other legal rights, you may submit a notice to legal@asume.ai.

13.2. Required Information

ASUME may require information reasonably necessary to evaluate a complaint, including the claimant’s identity and authority, identification of the right asserted, identification of the relevant source or material, identification of the affected Output or Service location where reasonably possible, the factual and legal basis for the claim, and supporting evidence.

13.3. ASUME Response

ASUME may investigate a complaint and, while doing so, may suppress or restrict a source, pause refresh, remove or restrict evidence, restrict an Output, alter retrieval, preserve relevant records, or take other reasonable measures. Taking such action does not constitute an admission of infringement, wrongdoing, or liability. ASUME may restore processing or material where it reasonably determines that a complaint is unsupported, resolved, or otherwise does not require continued restriction.

Term & liability

14. Modification, Suspension, and Termination

14.1. Modification of the Service

ASUME may modify, update, replace, reduce, expand, suspend, or discontinue all or any part of the Service, including models, providers, sources, retrieval methods, algorithms, workflows, interfaces, APIs, evidence methods, limits, and functionality. ASUME may make changes without advance notice where reasonably necessary for security, law, privacy, regulatory compliance, third-party-provider changes, source restrictions, abuse prevention, cost, reliability, or operational reasons.

14.2. Suspension

ASUME may suspend or restrict access where ASUME reasonably believes there is a breach of these Terms, non-payment, security risk, fraud, misuse, infringement, privacy risk, regulatory risk, source-rights risk, excessive or abusive usage, credential compromise, or other legal, operational, or reputational risk. ASUME may limit suspension to affected functionality but is not required to do so where broader action is reasonably necessary.

14.3. Termination for Breach

Either party may terminate a paid Agreement for material breach where the other party fails to cure the breach within thirty days after written notice, where cure is reasonably possible. ASUME may terminate immediately where a breach is non-curable or presents serious security, legal, regulatory, infringement, fraud, or abuse risk.

14.4. Serious Misuse

Deliberate security attacks, systematic model extraction, credential theft or abuse, serious infringement, unauthorised Data Resale Activity, deliberate circumvention of a previous Account restriction, fraud, or materially unlawful use may be treated as non-curable breaches. ASUME may require certification of deletion of information or materials obtained through such misuse.

14.5. Termination for Convenience

Unless an Order Form provides otherwise, ASUME may terminate a paid Service for convenience upon thirty days’ notice. In that case, your sole remedy will be a pro-rata refund of prepaid unused subscription fees attributable to the terminated period. ASUME may discontinue free, trial, beta, preview, or non-production functionality at any time without liability.

14.6. Effect of Termination

Upon termination, your right to access the terminated Service ends, ASUME may disable Accounts and Workspaces, and outstanding payment obligations remain due. Customer Data and Processor Personal Data will be returned, deleted, or retained in accordance with the DPA, applicable retention policies, and applicable law. ASUME may retain information where reasonably necessary for backups, security, fraud prevention, legal compliance, accounting, dispute resolution, litigation holds, or other lawful purposes. To the extent ASUME retains Personal Data after Processor Processing ends for an independently determined lawful purpose, ASUME will act as an independent Controller for that subsequent Processing as described in its Privacy Policy.

14.7. Public and Derived Information After Termination

Termination does not require ASUME to delete independently obtained Public Source Data, lawful Derived Data, Usage Data, anonymous or aggregated information, Feedback, model improvements, completed Training, or other information that ASUME may lawfully retain independently of Customer Data. This Section does not authorise ASUME to retain Processor Personal Data contrary to the DPA.

15. Warranties and Disclaimers

15.1. Limited Service Warranty

For paid Services, ASUME warrants that it will provide the Service in a professional and workmanlike manner. You must notify ASUME of a claimed material deficiency within thirty days after you knew or reasonably should have known of the deficiency. If ASUME determines that the Service materially failed to satisfy this limited warranty, your exclusive remedy and ASUME’s entire liability for that failure will be, at ASUME’s option, correction or re-performance of the affected Service or a refund of prepaid unused fees reasonably attributable to the materially affected portion.

15.2. General Disclaimer

EXCEPT FOR THE EXPRESS LIMITED WARRANTY IN SECTION 15.1 AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE, OUTPUTS, PUBLIC SOURCE DATA, DERIVED DATA, BETA SERVICES, AND ALL RELATED FUNCTIONALITY ARE PROVIDED “AS IS” AND “AS AVAILABLE.” ASUME DISCLAIMS ALL OTHER EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AVAILABILITY, RELIABILITY, SECURITY, AND ERROR-FREE OPERATION.

15.3. Source and Output Disclaimer

ASUME DOES NOT WARRANT THAT PUBLIC SOURCE DATA IS COMPLETE, CURRENT, ACCURATE, AVAILABLE, FREE FROM THIRD-PARTY RIGHTS OR RESTRICTIONS, OR LAWFUL FOR EVERY CUSTOMER USE CASE. ASUME DOES NOT WARRANT THAT OUTPUTS ARE CORRECT, COMPLETE, UNIQUE, UNBIASED, REPRODUCIBLE, NON-INFRINGING, OR SUITABLE FOR YOUR PARTICULAR PURPOSE, OR THAT THE SERVICE WILL IDENTIFY EVERY RELEVANT COMPANY, OPPORTUNITY, SIGNAL, OR FACT.

15.4. Third-Party and Business Results

ASUME DOES NOT WARRANT THE CONTINUED AVAILABILITY OR PERFORMANCE OF THIRD-PARTY SERVICES OR SOURCES AND DOES NOT GUARANTEE SALES, REVENUE, LEADS, OPPORTUNITIES, PARTNERSHIPS, INVESTMENT RETURNS, PROCUREMENT RESULTS, OR OTHER COMMERCIAL OUTCOMES.

15.5. Beta and Trial Services

Beta, preview, pilot, experimental, evaluation, and trial features may be incomplete, unsupported, unavailable, or subject to change and are provided entirely at your risk. Unless prohibited by law, ASUME’s aggregate liability arising from free or non-production access will not exceed EUR 100.

16. Indemnification

16.1. Customer Indemnity

To the maximum extent permitted by law, you will defend, indemnify, and hold harmless ASUME, its Affiliates, directors, officers, employees, contractors, suppliers, licensors, and representatives from and against third-party claims, regulatory actions, proceedings, liabilities, damages, fines, penalties, settlements, costs, and reasonable legal fees arising out of or relating to: (i) Customer Data; (ii) your selected targets, objectives, instructions, or intended purposes; (iii) Customer-Authorised Sources; (iv) Customer-Controlled Sources where you lacked sufficient ownership, authority, licence, permission, or lawful basis to grant the rights provided under these Terms; (v) credentials, accounts, licences, or access rights supplied or enabled by you; (vi) your breach or alleged breach of a third-party contract, website term, API licence, confidentiality obligation, privacy obligation, database right, intellectual-property right, or other legal restriction; (vii) your use, publication, distribution, or commercialisation of Public Source Data or Outputs; (viii) your communications, marketing, outreach, targeting, profiling, or downstream decisions; (ix) your AI systems or regulated AI activities; (x) your infringement or violation of third-party rights; (xi) unauthorised Data Resale Activity; (xii) unlawful reconstruction or extraction of a third-party database; or (xiii) your breach of these Terms or applicable law.

16.2. Defence

ASUME will provide reasonable notice of an indemnified claim, provided that delay relieves you of your obligations only to the extent you are materially prejudiced by that delay. ASUME may, at its option, assume exclusive control of the defence or permit you to control the defence using counsel reasonably acceptable to ASUME. You may not settle a claim without ASUME’s prior written consent where the settlement admits fault by ASUME, imposes obligations or restrictions on ASUME, affects ASUME’s intellectual-property or legal rights, or requires payment by ASUME.

16.3. Cooperation and Costs

You will provide reasonable cooperation in connection with an indemnified matter. Where ASUME incurs amounts for which you are responsible under this Section, ASUME may invoice those amounts, and unpaid indemnification amounts may be recovered as contractual debts together with reasonable enforcement costs to the extent permitted by law.

17. Limitation of Liability

17.1. Excluded Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ASUME AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, LICENSORS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS, SAVINGS, OPPORTUNITIES, CUSTOMERS, GOODWILL, REPUTATION, DATA, OR BUSINESS CONTINUITY, OR FOR PROCUREMENT OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THE SERVICE, OUTPUTS, PUBLIC SOURCE DATA, THESE TERMS, OR ANY ORDER FORM, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STATUTE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SUCH LOSS WAS FORESEEABLE.

17.2. Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ASUME’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, ALL ORDER FORMS, THE SERVICE, PUBLIC SOURCE DATA, AND OUTPUTS WILL NOT EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY CUSTOMER TO ASUME FOR THE AFFECTED SERVICE DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM. For free, trial, beta, preview, or other non-production access, ASUME’s aggregate liability will not exceed EUR 100.

17.3. Application of Limitations

The exclusions and limitations in this Section apply even if ASUME has been advised of the possibility of the relevant damages, even if damages were foreseeable, and even if a limited remedy fails of its essential purpose. Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.

17.4. Customer Obligations

To the maximum extent permitted by law, ASUME’s liability cap does not limit your payment obligations, indemnification obligations, liability for intentional security violations, unauthorised Data Resale Activity, or infringement or misappropriation of ASUME intellectual-property or Confidential Information.

17.5. Basis of the Bargain

The parties acknowledge that the fees payable for the Service reflect the allocation of risk and limitations of liability established in these Terms and that ASUME would not provide the Service on the same economic terms without those limitations.

17.6. Contractual Claim Period

To the maximum extent permitted by applicable law, you must commence any contractual claim arising out of or relating to these Terms or the Service within twelve months after you knew or reasonably should have known of the facts giving rise to the claim. Any such claim not commenced within that period is barred to the extent permitted by law. This Section does not shorten a limitation period where mandatory law prohibits the parties from doing so.

Disputes & general

18. Dispute Resolution

18.1. Governing Law

These Terms, any Order Form, and all contractual and non-contractual disputes arising out of or relating to the Service or the parties’ relationship are governed by the laws of the Netherlands, excluding its conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

18.2. Informal Resolution

Before commencing formal proceedings, the party raising a dispute must provide written notice describing the dispute in reasonable detail. The parties will attempt in good faith to resolve the matter for thirty days following receipt of that notice before commencing litigation, unless urgent interim or protective relief is reasonably necessary.

18.3. Jurisdiction

Subject to mandatory law, the competent courts in Utrecht, the Netherlands will have exclusive jurisdiction over disputes arising out of or relating to these Terms, the Service, or any Order Form.

18.4. Protective Relief

Nothing in this Section prevents ASUME from seeking injunctive, conservatory, interim, or protective relief in any court of competent jurisdiction where reasonably necessary to protect ASUME Materials, intellectual property, Confidential Information, data, systems, security, or other rights.

18.5. Individual Proceedings

To the maximum extent permitted by applicable law, disputes must be brought on an individual basis and not as a representative, collective, consolidated, or class proceeding.

18.6. Evidence

Authentication records, Account records, Workspace activity, API logs, timestamps, usage records, system logs, billing records, and electronic acceptance records maintained in the ordinary course of ASUME’s business may be used as evidence of activity, instructions, acceptance, usage, and transactions, subject to applicable evidentiary law.

19. Miscellaneous

19.1. Entire Agreement

These Terms, together with any applicable Order Form, DPA, Acceptable Use Policy, Service and Technical Parameters, Security Measures, Subprocessor List, feature-specific terms, and other documents expressly incorporated by reference, constitute the entire agreement between you and ASUME concerning the Service and supersede prior or contemporaneous agreements, proposals, representations, or understandings concerning the same subject matter, except for a separately signed agreement expressly intended to supersede these Terms.

19.2. Order of Precedence

In the event of a conflict, the applicable Standard Contractual Clauses control solely with respect to the Restricted Transfer within their scope. With respect to Processing governed by the DPA, the DPA controls over these Terms and any Order Form or other part of the Agreement unless a written Order Form, Master Services Agreement, or other agreement signed by ASUME expressly identifies the provision of the DPA that it modifies. For matters outside the scope of the DPA, a signed Master Services Agreement or Order Form controls over these Terms to the extent of an express conflict. Subject to the foregoing, these Terms control over feature-specific or Agent Terms, the Acceptable Use Policy, Service and Technical Parameters, Security Measures, and Documentation, unless the relevant document expressly states otherwise. Customer purchase orders, procurement terms, vendor-portal terms, questionnaires, or similar documents do not modify the Agreement unless expressly signed by ASUME.

19.3. Assignment

You may not assign or transfer these Terms, an Order Form, or your rights or obligations under them without ASUME’s prior written consent. ASUME may assign or transfer the Agreement to an Affiliate or in connection with a merger, acquisition, financing, corporate reorganisation, or sale of all or substantially all of the relevant business or assets.

19.4. Subcontracting

ASUME may use Affiliates, contractors, service providers, subprocessors, and other third parties to perform the Service. Where applicable, Personal Data subprocessors are governed by the DPA.

19.5. Force Majeure

Neither party is liable for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, war, civil unrest, government action, labour disputes, internet or telecommunications failure, cloud-provider outage, model-provider outage, search or data-source failure, cyberattack, changes in law, regulatory action, embargoes, or similar events. Accrued payment obligations are not excused.

19.6. Export Controls and Sanctions

You must comply with applicable export-control, sanctions, anti-boycott, anti-bribery, anti-corruption, and trade laws. You represent that you and your authorised Users are not prohibited from receiving the Service and must not use the Service for prohibited sanctions evasion, weapons activity, malicious cyber activity, unlawful surveillance, or another restricted end use. ASUME may immediately restrict access where reasonably necessary for compliance.

19.7. Jurisdiction-Specific Availability

ASUME may vary functionality, source availability, models, retrieval methods, data processing, and Outputs by country or jurisdiction. Availability of functionality in one jurisdiction does not constitute a representation that the same functionality is legally or operationally available elsewhere. You remain responsible for laws applicable specifically to your location, industry, and downstream use.

19.8. Changes to These Terms

ASUME may modify these Terms from time to time. Material changes to paid Services will ordinarily apply upon renewal or following reasonable notice, except where earlier application is reasonably necessary because of law, regulation, security, privacy, third-party requirements, abuse prevention, or other urgent circumstances. Your continued use of the Service after the applicable effective date constitutes acceptance where legally permitted.

19.9. Electronic Communications

You consent to receiving contractual, service, billing, security, privacy, and legal communications electronically. Electronic communications and notices satisfy requirements that communications be in writing where legally permitted.

19.10. Publicity

Unless an Order Form states otherwise, ASUME may identify Customer by name and logo in non-prominent customer lists and similar business materials solely to identify Customer as a user of the Service. Customer may opt out of future public-facing use by written notice. ASUME will obtain separate written approval before publishing a substantive case study, endorsement, quotation attributed to Customer, or joint press release.

19.11. Relationship of the Parties

The parties are independent contractors. Nothing in the Agreement creates a partnership, agency, employment relationship, fiduciary relationship, or joint venture, and neither party has authority to bind the other except as expressly agreed.

19.12. No Third-Party Beneficiaries

Except where expressly stated or required by law, the Agreement does not create enforceable rights for any third party.

19.13. Severability

If any provision of the Agreement is invalid or unenforceable, it will be interpreted, limited, or replaced to the minimum extent necessary to make it enforceable while preserving its intended commercial effect as closely as legally possible, and the remaining provisions will remain in full force and effect.

19.14. No Waiver

Failure to enforce any provision does not waive the right to enforce that provision or any other provision later. A waiver must be express and in writing.

19.15. Interpretation

Headings are for convenience only. “Including” means “including without limitation.” References to laws include amendments, implementing measures, and successor legislation. To the extent permitted by law, no rule requiring contractual ambiguity to be interpreted against the drafting party will apply.

19.16. Survival

Provisions that by their nature should survive termination will survive, including provisions relating to accrued payment obligations, Customer-Controlled Source licences to the extent required for completed processing and Training, Derived Data, aggregated or anonymised data, Feedback, intellectual property, Confidential Information, restrictions, disclaimers, indemnification, limitation of liability, disputes, and accrued rights.

19.17. Contact

Legal notices, rights complaints, and formal communications to ASUME may be sent to legal@asume.ai and to ASUME B.V. at the registered address identified in ASUME’s Legal Notice. Customer is responsible for maintaining accurate Account and billing contact information.

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