Terms of Use

#

Equatorium operates a secure platform that detects and locates Starlink satellite terminals for licensing authorities. The services we provide (collectively, the “Services”) include:

• the Equatorium web application and related pages and user interfaces currently located at equatorium.com and its sub-domains (the “Platform”), including its map, search and terminal views, scheduled scans and alerts, task assignment and notifications, the disclosure process, billing, support, account settings, the audit log and exports;
• the detection results, terminal records, evidence summaries, reports, exports, alerts, and other information we make available through the Platform, which are derived from device and network data that we license from third-party data partners (the “Data Services”, and each item of such output, “Output”);
• the disclosure process through which identity-linked data about a specific terminal may be released to an Agency, as described in our Disclosure Policy (a “Release”);
• Quant, the AI assistant built into the Platform, as described in Quant, the AI Assistant; and
• any documentation, application programming interfaces, export formats, the “Check a release” page, and other software or materials we make available for use with the Platform (collectively, the “Software”).

Updates or changes to the Services. We change the Services from time to time, for example by improving detection, adding countries, data sources, or features, fixing defects, and applying security patches. These changes may affect how detections or Output appear. We may add, change, suspend, or remove any feature or portion of the Services at any time. Where a change materially reduces the core functionality of a paid country subscription during its term, we will notify you and, as your sole remedy, you may terminate the affected subscription and receive a pro-rata refund of prepaid fees for the unused portion of that subscription.

Changes required by law. We may modify, restrict, or remove any data category, scope, feature, or country coverage where we reasonably believe it is necessary to comply with law, a court order, regulator guidance, a Data Partner restriction, or our Responsible Use commitments. Such a change is not a breach of this Agreement and does not give rise to a refund under the previous paragraph. A pro-rata refund of prepaid fees applies only where the change removes access to a subscribed country entirely.

Availability. We will use commercially reasonable efforts to make the Platform available 99.5% of each calendar month. Scheduled maintenance notified at least 48 hours in advance, emergency security maintenance, and unavailability caused by Data Partners, third-party networks, or force majeure do not count as unavailability. If availability falls below that level in a month, your Agency may request a service credit of 5% of the monthly equivalent of its country subscription fees, within thirty (30) days after the end of that month. Service credits are your sole remedy for unavailability. Data freshness (“data as of”), detection coverage, and disclosure review times are not part of availability.

Notifications and messages. We send service, security, billing, task, alert, and disclosure notifications by email and in the Platform. You can manage the frequency of some notification emails in your account settings, but you cannot opt out of messages that are necessary to operate your account, secure the Services, or comply with law.

Changes to this Agreement. We may modify this Agreement and the documents incorporated into it (including the Privacy Policy, Disclosure Policy, Responsible Use & Platform Enforcement Policy, and Customer Data Processing Agreement). We will post the revised version with a new “Last updated” date and, for material changes, notify your account administrators by email or in the Platform at least thirty (30) days before the change takes effect, unless a shorter period is required by law, a court or regulator, or to address a security or misuse risk. Material changes that are adverse to your Agency take effect at the start of your next subscription term, except changes required by law, changes needed for security, and changes that strengthen the Disclosure Policy or the Responsible Use & Platform Enforcement Policy, which take effect on the stated date. If you continue to use the Services after a change takes effect, you agree to the revised Agreement. If you do not agree, you must stop using the Services, and you may terminate under Section 17. If you terminate because of an adverse change that applies during a term, we will refund prepaid subscription fees for the unused portion of that term. Changes do not apply retroactively to disputes already notified under Section 19.

#

Eligible Agencies. The Services are offered only to government licensing authorities, telecommunications and spectrum regulators, ministries, and other public bodies with a lawful mandate over the licensing or authorization of satellite terminals or radio equipment in a country for which they hold a subscription, together with their authorized personnel. The Services are not offered to private individuals, commercial enterprises (other than contractors acting under the documented instructions and authority of an eligible Agency and approved by us in writing), or to any person for personal, household, journalistic, investigative, or commercial purposes.

Sign-up and vetting. To register, you must provide your name, your agency, an official government email address, your country, and any referral code you were given, and you must accept this Agreement. We review every sign-up before granting access, except a sign-up made with a valid referral code we issued, which is approved without a separate review because we vetted the Agency before issuing the code. As part of a review we may verify your identity, your role, your agency’s mandate and legal authority, and the country concerned; ask for additional information or documents; and consult the human-rights and legal due diligence described in our Responsible Use & Platform Enforcement Policy. We may approve, request further information about, or deny any sign-up in our sole discretion, and we are not required to give reasons for a denial. A payment card may be authorized at sign-up and charged only on approval.

Signed Order Form. Paid country subscriptions, response-time tiers faster than the standard review time, and the disclosure process require an Order Form signed by an authorized representative of the Agency that incorporates this Agreement. Until an Order Form is signed, access is limited to a trial, and Output during the trial does not include identity-linked data or Releases. The individual who accepts this Agreement at sign-up does so on the Agency’s behalf to the extent the Agency’s law permits, and personally as to their own conduct.

Country subscriptions. Access to the Data Services for a country requires an active country subscription. We review each request to add a country and may deny it, including where we determine that the requesting Agency does not have a mandate in that country or that providing the Services there would conflict with law, sanctions, or our Responsible Use commitments.

Ineligibility. You may not access or use the Services if you or your agency, or to your knowledge any of your officials or personnel who use the Services: (i) are located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive sanctions, or are the target of sanctions administered by the United States, the United Nations, the European Union, the United Kingdom, or any other jurisdiction applicable to Equatorium; (ii) cannot lawfully receive or use the Services under the laws applicable to you; (iii) have previously had access to the Services suspended or terminated for misuse; or (iv) fall within Section 13 (Export Controls, Sanctions, and Restricted Data Transfers).

Authority. You represent and warrant that you are at least eighteen (18) years old, that you are employed by or formally engaged on behalf of the Agency, and that the Agency has authorized you to accept this Agreement and to use the Services for the Permitted Purpose described in Section 4.

#

Accounts and users. Your Agency’s account is managed by one or more administrators who may invite users (each an “Authorized User”) up to the number of seats included in your plan or purchased as extra seats. Each Authorized User must have their own login, must use an official email address of the Agency (or another address we approve), and must be bound by obligations of confidentiality and responsible use at least as protective as this Agreement. Logins may not be shared.

Roles and permissions. The Platform lets you give each Authorized User a role with permissions such as viewing or buying billing items, spending credits, approving disclosure requests, managing users, and viewing the audit log. The roles available are shown in the Platform. You are responsible for assigning roles on a need-to-know basis, for keeping at least one administrator, for appointing at least one approver who is not the requester of a disclosure request, and for promptly removing access for anyone who leaves the Agency or no longer needs it.

Two-step verification and credentials. Authorized Users must enable two-step verification where the Platform requires it, keep credentials confidential, and notify us immediately at security@equatorium.com if they suspect unauthorized access. You are responsible for all activity under your account, whether or not you authorized it, except to the extent caused by our breach of this Agreement.

Accurate information. You must keep account information, including administrator contacts, billing contacts, and the Agency’s legal name and country, accurate and up to date.

Audit log. Activity in the Platform, including disclosure requests and access to Releases, is recorded in your Agency’s audit log. You agree that Equatorium may maintain and review audit records to operate, secure, and enforce the Services, and that audit records may be used as evidence in any dispute or investigation concerning use of the Services.

#

Permitted Purpose. You may use the Services and Output solely for the following purpose (the “Permitted Purpose”): to identify, locate, monitor, and take lawful regulatory action concerning satellite terminals that may be operating without the licence, authorization, or type approval required in a country for which your Agency holds an active subscription, including the related licensing, spectrum management, enforcement, and policy activities that fall within your Agency’s legal mandate. Any use beyond spectrum licensing must fall within the mandate your Agency stated when it applied, and Equatorium’s legal team must approve that mandate in writing before your account is created. Any other use requires our prior written approval under the Responsible Use & Platform Enforcement Policy.

Focus on terminals, not individuals. The Services are designed to account for terminals. Terminal records describe a dish, not a person. You agree not to use the Services or Output to locate, track, monitor, or profile any individual except through an approved disclosure under the Disclosure Policy, and then only for the case and legal basis stated in the approved request.

Licence to Output. Subject to your compliance with this Agreement and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence during the term of your subscription to access, view, and use Output internally within your Agency for the Permitted Purpose, and to include Output in your Agency’s internal case files, enforcement notices, court submissions, and regulatory records to the extent reasonably necessary for a specific action within the Permitted Purpose.

Exports. Exports (including terminal reports, usage exports, and Release exports) are Output. You must store exports securely, limit access to personnel who need them for the Permitted Purpose, and delete them when no longer needed for that purpose or when this Agreement ends, unless your law requires you to keep them as part of an official record. Export files may expire and be deleted from the Platform after a limited period (see the Data Retention Schedule).

No onward disclosure. You may not disclose Output to any third party, including other government bodies, except (i) to another public authority in your country, where your law requires it for the same matter, that authority is bound by confidentiality, and you record the disclosure in your own records; (ii) to a court, tribunal, or prosecutor in connection with a specific proceeding within the Permitted Purpose; or (iii) as we otherwise approve in writing. You remain responsible for any onward disclosure.

Your responsibility for decisions. You alone decide whether and how to act on Output. You are responsible for ensuring that any inspection, notice, seizure, fine, or other action you take is lawful, proportionate, based on independent verification (see Section 14), and consistent with the rights of the persons affected.

#

Identity-linked data about a terminal is released to an Agency only through a disclosure request approved under our Disclosure Policy, which forms part of this Agreement and requires a stated legal basis and review by Equatorium. You must comply with the Disclosure Policy for every request, including its requirements on legal basis, justification and approval within your Agency, and you may not make requests concerning conflict areas, journalists, or other protected activity. Linking a Release to a named individual is your responsibility and must be carried out lawfully under your own legal authority.

Your representations for each request. By submitting or approving a disclosure request, the requester and the approver each represent on behalf of the Agency that the stated legal basis is genuine, current, and sufficient under the laws that apply to the Agency; that any court order or authorization provided is authentic and has not been revoked; that the scopes requested are necessary and proportionate for the stated case; and that the Release will be used only for that case.

Integrity of Releases. You may not alter a Release or present an altered document as a Release. Releases can be checked as described in the Disclosure Policy.

Our discretion. Equatorium is not obliged to approve any request, and nothing in this Agreement or in the payment of fees, including response-time fees, entitles you to a Release. Response-time tiers set how quickly we review a request, not the outcome. Threat-to-life requests are handled at priority, whatever your tier, at no charge.

#

Quant is an AI assistant that answers questions about your Agency’s data in the Platform and may suggest actions. Quant uses an AI model provided by a third party acting as our sub-processor and is described in Quant, the AI Assistant, which forms part of this Agreement. By using Quant you acknowledge that:

• your question, the parts of your Agency’s Equatorium data that Quant reads to answer it, and Quant’s reply are sent to that sub-processor, as described in Sub-processors & Data Partners;
• Quant never acts on its own: nothing it suggests happens until an Authorized User presses Confirm, and confirmed suggestions are recorded in your audit log;
• Quant can make mistakes. You must check important figures and conclusions against the Platform page Quant links to before relying on them, and you must not rely on Quant alone for any enforcement decision; and
• we may apply usage limits per user and per Agency, and may suspend or disable Quant at any time.

You must not use Quant to attempt to obtain identity-linked data outside the disclosure process, to generate content unrelated to the Permitted Purpose, or to circumvent any limit or safeguard in the Services.

#

Your Content. “Your Content” means information you or your Authorized Users submit to the Services, including account details, area definitions, workflow settings, case notes, task comments, disclosure justifications, legal-basis documents and other uploads, support messages, and Quant questions. As between the Parties, you retain your rights in Your Content.

Licence to Equatorium. You grant Equatorium and its sub-processors a worldwide, non-exclusive, royalty-free licence to host, copy, process, transmit, and display Your Content as necessary to provide, secure, support, and improve the Services, to review disclosure requests, to maintain audit records, to enforce this Agreement, and to comply with law. We will not disclose Your Content (including the existence or content of your disclosure requests) to any other customer.

Your responsibility. You represent and warrant that you have all rights and authority needed to submit Your Content, that uploads are authentic, and that Your Content does not contain malicious code or information you are not permitted to share with us. Do not upload classified information or special categories of personal data unless strictly necessary to support a disclosure request.

Feedback. If you provide suggestions or feedback about the Services, you grant Equatorium a perpetual, irrevocable, worldwide, royalty-free licence to use that feedback for any purpose without obligation to you. Feedback does not include Your Content or your confidential information.

Usage data. We may collect and use technical and usage information about how the Services are used (for example, feature usage, performance, and error data) to operate, secure, and improve the Services and to produce aggregated statistics that do not identify your Agency or any individual.

#

Ownership. Except for the limited licences granted to you in this Agreement, Equatorium and its licensors retain all right, title, and interest in and to the Platform, the Services, the Software, the Data Services, the detection models, scores, classifications, and methodologies, terminal numbering, Output (other than Your Content contained in it), any improvements or derivative works, and all related intellectual property. We reserve all rights not expressly granted.

Software licence. Subject to this Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to use the Software during the term solely to access and use the Services for the Permitted Purpose.

Restrictions. You will not, and will not permit anyone else to:

• copy, modify, translate, or create derivative works of the Services or Software, or decompile, disassemble, reverse engineer, or otherwise attempt to derive source code, models, model weights, scoring logic, or underlying data, except to the extent such restriction is prohibited by applicable law;
• sell, resell, rent, lease, lend, sublicense, distribute, or otherwise make the Services, Software, or Output available to any third party, except as permitted in Section 4;
• access the Services by automated means (including scraping, crawling, or bulk downloading) other than through interfaces and exports we provide, or exceed published rate or usage limits;
• attempt to re-identify any individual from Output, or combine Output with other data to identify an individual, except through and within the scope of an approved Release;
• use the Services, Software, or Output to build or train a competing product or service, or to train, fine-tune, or evaluate any machine-learning or AI model;
• probe, scan, or test the vulnerability of the Services, or breach or circumvent any security, authentication, audit, or access control (responsible security research must be coordinated in advance with security@equatorium.com);
• upload or transmit viruses or other harmful code, or interfere with the integrity or performance of the Services;
• remove, alter, or obscure any proprietary notices or markings, including those on Releases and exports; or
• represent that Equatorium certifies or endorses any action you take, or use Equatorium’s name or marks without our prior written consent.

Government end users. Any use, reproduction, or disclosure of the Platform and its documentation by a government entity is governed solely by this Agreement and any Order Form, except as mandatory law requires otherwise.

#

Data Processing Agreement. The processing of personal data in connection with the Services is governed by the Customer Data Processing Agreement (the “DPA”), which forms part of this Agreement. In summary, Equatorium acts as an independent controller of the device and location data it licenses from Data Partners and uses to provide the Data Services; your Agency becomes an independent controller of any Output and Release it receives; and Equatorium acts as a processor or service provider for your Agency when it hosts Your Content.

Your obligations. You will:

• comply with all data protection, privacy, surveillance, and criminal-procedure laws that apply to your Agency’s receipt and use of Output and Releases, including any requirement for prior judicial or independent authorization;
• process Output and Releases only for the Permitted Purpose and the specific case stated in an approved disclosure request;
• implement appropriate technical and organizational measures to protect Output and Releases from unauthorized access, loss, or disclosure, at least as protective as those described in the DPA;
• notify us without undue delay, and in any event within seventy-two (72) hours, at security@equatorium.com if you become aware of unauthorized access to, or disclosure of, Output or a Release in your custody;
• cooperate with us in responding to data subject requests, regulatory inquiries, and audits concerning Output or Releases; and
• honour opt-out and deletion requests that we pass to you concerning Output you hold, where your law permits.

Certification of Release use. Once a year, and at any time we reasonably suspect misuse, your Agency will, within thirty (30) days of our written request, certify in writing that it has complied with Section 4, the Disclosure Policy, and the Responsible Use & Platform Enforcement Policy. For any Release we identify, your Agency will also provide the legal-basis record, a description of the use made of the Release, and confirmation of deletion or of the official case record in which it is retained. If your Agency does not respond in time, we may suspend the disclosure process for your Agency until it does.

Privacy Policy. Our Privacy Policy describes how we collect, use, and share personal data, including information about your Authorized Users. By using the Services, you confirm that you have reviewed it and that you will make it available to your Authorized Users.

Children. The Services are not designed to process data about children. You must not use the Services in connection with any person you know to be a child under applicable law, and you must tell us at privacy@equatorium.com if you believe Output relates to a child.

#

a. Pricing elements

• Country subscriptions. Access to the Data Services for each country requires an annual country subscription at the price shown in the Platform or the Order Form. Subscriptions start when activated after our review, run for twelve (12) months, and renew automatically for successive twelve-month terms unless auto-renew is turned off before the renewal date. Renewal is subject to your Agency’s issue of a purchase order or equivalent budget authority where its law requires one. If funds for a renewal are not appropriated, the subscription ends at the end of the current term without liability for either Party, provided you notify us before the renewal date.
• Credits. Certain activities and options are paid in credits. Credit prices, pack sizes and the activities that use credits are set out in the Platform or the Order Form, and the number of credits an activity costs is shown in the Platform before you confirm it.
• Response-time tiers. Each subscription includes a standard disclosure review time. Faster review times are available for an additional charge. The available tiers and their charges are set out in the Platform or the Order Form. If a charge for a faster tier is not paid, your Agency returns to the standard review time. Review times are targets we use reasonable efforts to meet; missing one does not result in approval of a request.
• Trial. We may grant a trial allowance of credits as we determine. Trial credits have no cash value, cannot be refunded or transferred, and expire at the end of the trial, after which your balance returns to zero unless you purchase credits.
• Extra seats. Seats beyond those included in your plan are charged at the rate shown in the Platform.

b. Payment

You may pay by card through our payment processor or, where we approve, by invoice. If you pay by card, you authorize us and our payment processor to charge your card for purchases you confirm, for automatic top-ups you enable, and for renewals. Our payment processor collects and stores card details. If you pay by invoice, invoices are due within thirty (30) days of the invoice date unless the Order Form states otherwise, and you must provide the billing entity, billing email, and any purchase order number you require. All amounts are payable in the currency shown with the price in the Platform or the Order Form.

Automatic top-up. If you enable auto top-up, we will purchase the number of credits you selected whenever your balance falls below the threshold you set, using your payment method on file, until you turn it off.

Past-due amounts. If a payment fails or an invoice is overdue, we may suspend credit-consuming activities, workflows, or access to the Data Services until the amount is paid, after notice to your billing contacts. Late amounts may bear interest at the lesser of 1% per month or the maximum permitted by law, except where your applicable public-finance law prohibits interest, in which case it does not apply.

c. Refunds and adjustments

• Except as stated in this Section or required by law, fees and purchased credits are non-refundable, and credits have no cash value.
• If a request to add a country subscription is denied, or is withdrawn by you while still in review, any amount charged for it is refunded in full to the original payment method or credited against an open invoice.
• If we terminate your access under Section 17(e) for legal reasons or because we stop offering the Services in a country, we refund the prepaid fees for the unused portion of the affected subscription and the purchase price of unused purchased credits.
• If a technical failure on our side causes credits to be spent on a run or refresh that did not complete, we will restore those credits once we confirm the failure.
• If you terminate this Agreement because of our material breach that we fail to cure within thirty (30) days of your notice, we refund the prepaid fees for the unused portion of your subscriptions and the purchase price of unused purchased credits.
• No refund or adjustment is available where we suspend or terminate your access for breach of this Agreement or the Responsible Use & Platform Enforcement Policy.

d. Taxes

Fees exclude taxes. You are responsible for all sales, use, value-added, goods and services, withholding, and similar taxes, duties, or levies, other than taxes on Equatorium’s net income. If you are required by law to withhold any tax, you will gross up the payment so that Equatorium receives the full amount invoiced, unless your applicable law prohibits gross-up, in which case the Parties will cooperate in good faith to obtain any available exemption or credit. If you are exempt, you must provide a valid exemption certificate.

e. Changes to fees

We may change prices or introduce new charges with at least thirty (30) days’ notice. Changes do not affect a country subscription term already paid, credits already purchased, or prices fixed in an Order Form.

#

Definition. “Confidential Information” means non-public information disclosed by one Party to the other that is marked as confidential or would reasonably be understood to be confidential, including, for Equatorium, the Software, detection methods, models, scores, pricing, unreleased features, Output, and Releases, and, for the Agency, Your Content, disclosure requests, case information, and the identity of terminals your Agency is investigating. Confidential Information does not include information that (i) is or becomes public through no fault of the receiving Party, (ii) was lawfully known to the receiving Party before disclosure without restriction, (iii) is independently developed without use of the other Party’s Confidential Information, or (iv) is lawfully received from a third party without restriction.

Obligations. Each Party will use the other’s Confidential Information only to perform or exercise its rights under this Agreement, will protect it using at least reasonable care, and will disclose it only to its personnel, contractors, and advisers who need to know it and are bound by confidentiality obligations no less protective.

Compelled disclosure. A Party may disclose Confidential Information when required by law, court order, or a binding request of a competent authority, provided that, where legally permitted, it gives the other Party prompt notice and reasonable assistance to seek protective treatment. Requests from third parties to Equatorium for information about Agencies or Output are handled as described in Requests from Authorities & Third Parties.

Misuse reporting and transparency. Nothing in this Section prevents Equatorium from (a) notifying the Agency’s oversight body, a competent data protection authority, or law enforcement where Equatorium reasonably believes the Services have been misused in breach of Section 4, the Disclosure Policy, or the Responsible Use & Platform Enforcement Policy, or where necessary to prevent serious harm to any person; or (b) publishing aggregate statistics that do not identify the Agency or any case. Where it is lawful and safe to do so, Equatorium will give the Agency prior notice of a notification under (a).

Freedom of information and public records. If you are subject to freedom-of-information, access-to-information, or public-records laws, you will, to the extent those laws permit, treat Equatorium’s Confidential Information as commercially sensitive and exempt from disclosure, and notify us before disclosing it so that we may object.

#

Reporting misuse. If you believe anyone has misused the Services or Output, violated this Agreement, or submitted a disclosure request without a genuine legal basis, please contact legal@equatorium.com or use in-app Support. We investigate every report. See also the Responsible Use & Platform Enforcement Policy.

Copyright and trademark. We respond to notices of alleged infringement as described in our Copyright & Trademark Notice. We may terminate the access of repeat infringers.

#

Export controls and sanctions. The Services, Software, and Output may be subject to export-control and economic-sanctions laws of the United States and other jurisdictions. You will comply with those laws and will not access, use, export, re-export, or transfer the Services, Software, or Output (i) to or for the benefit of any country, territory, government, entity, or person that is the target of comprehensive sanctions or appears on a restricted-party list, (ii) for any military end use or end user, or any use related to weapons of mass destruction, where prohibited, or (iii) in violation of any licence requirement.

Restricted data transfers. Output and Releases may include precise geolocation data and device identifiers that are regulated under laws restricting transfers of sensitive personal data, including the U.S. Department of Justice rule at 28 CFR Part 202 and the U.S. Protecting Americans’ Data from Foreign Adversaries Act. You will not sell, license, provide access to, or otherwise transfer any Output or Release to any “country of concern,” “covered person,” or “foreign adversary”-controlled entity (each as defined in those laws), and you represent that neither your Agency nor any Authorized User falls within those definitions in a way that would make our provision of the Services to you a prohibited or restricted transaction. If you know or suspect that any such person has gained access to Output or a Release, you must notify us immediately at legal@equatorium.com and take any steps required by law.

Equatorium’s compliance. We may screen Agencies and Authorized Users against sanctions and restricted-party lists, decline or suspend service, and withhold payment or refunds where required by law.

#

You acknowledge and agree that:

• Detections are probabilistic. A terminal record is a statistical inference drawn from third-party data and our analysis. They indicate a likelihood, not a certainty, that a Starlink terminal is or was operating at a location. A detection may be incomplete, out of date, or wrong, and terminals may go undetected.
• Locations are approximate. Positions and addresses shown in the Platform are estimates and are not verified.
• Data depends on third parties. The Data Services depend on data licensed from Data Partners, which may change, be delayed, or cease to be available, and coverage varies between countries and areas. “Data as of” dates shown in the Platform indicate how current the published data is.
• Independent verification is required. Before taking any enforcement or other action that may affect any person (including an inspection, notice, seizure, fine, or referral for prosecution), you must independently verify the presence and operation of the terminal through your own lawful means, such as on-site inspection, spectrum monitoring, or records from licensed operators. Output must not be the sole basis for any such action.

Equatorium does not provide legal advice. You are responsible for determining whether Output is admissible or sufficient under your law.

#

Mutual warranties. Each Party represents and warrants that it has the authority to enter into this Agreement and that its performance will comply with laws applicable to it.

Equatorium warranties. Equatorium warrants that (i) it will provide the Services in a professional manner consistent with this Agreement and the Disclosure Policy, (ii) it will maintain the security measures described in the DPA, and (iii) to its knowledge, it has the rights from its Data Partners needed to provide the Data Services as described. Equatorium maintains the Data Partner Requirements and a due-diligence program for its Data Partners, and will stop using data it learns was unlawfully supplied. Your sole remedy for breach of warranty (i) is for us to re-perform the non-conforming Services or, if we cannot, to terminate the affected subscription and refund prepaid fees for its unused portion.

Insurance. During the term, Equatorium will maintain technology errors and omissions insurance and cyber liability insurance with limits of not less than USD 1,000,000 per claim, and will provide a certificate of insurance on request.

Agency warranties. You represent and warrant that (i) your Agency has a lawful mandate for the Permitted Purpose in each subscribed country; (ii) your use of the Services and Output, including every disclosure request, complies with all applicable laws, including constitutional, human-rights, data-protection, surveillance, and criminal-procedure laws; and (iii) you will comply with the Responsible Use & Platform Enforcement Policy and with all applicable anti-bribery and anti-corruption laws, as described in Section 18.

EXCEPT AS EXPRESSLY STATED IN THIS SECTION, THE PLATFORM, THE SERVICES, THE SOFTWARE, THE DATA SERVICES, OUTPUT, RELEASES, AND QUANT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, EQUATORIUM AND ITS LICENSORS, DATA PARTNERS, AND SUB-PROCESSORS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AND AVAILABILITY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT ANY TERMINAL WILL BE DETECTED, THAT ANY DETECTION, LOCATION, ADDRESS, OR INFERENCE IS CORRECT, OR THAT ANY OUTPUT WILL BE SUFFICIENT OR ADMISSIBLE FOR ANY PROCEEDING.

#

Some jurisdictions do not allow certain limitations of liability. In those jurisdictions, the limitations below apply only to the extent permitted by law.

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EQUATORIUM WILL NOT BE LIABLE FOR ANY ACTION TAKEN OR NOT TAKEN BY YOU OR ANY OTHER AUTHORITY ON THE BASIS OF OUTPUT, A RELEASE, OR QUANT.

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID AND PAYABLE BY THE AGENCY TO EQUATORIUM UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (B) TEN THOUSAND U.S. DOLLARS (USD 10,000).

Exclusions. The limitations in this Section do not apply to (i) the Agency’s payment obligations, (ii) a Party’s indemnification obligations under Section 17, (iii) the Agency’s breach of Section 4 (Permitted Purpose), Section 8 (restrictions), or the Responsible Use & Platform Enforcement Policy, (iv) a Party’s gross negligence, wilful misconduct, or fraud, or (v) liability that cannot be limited by law.

#

a. Indemnification by the Agency

To the extent permitted by the laws governing your Agency, you will defend, indemnify, and hold harmless Equatorium, its affiliates, and their officers, managers, employees, and agents from and against any third-party claims, regulatory proceedings, losses, liabilities, fines, and reasonable costs (including legal fees) arising from (i) your or your Authorized Users’ use of Output or a Release, including any action you take against any person; (ii) any disclosure request that lacked a genuine or sufficient legal basis or was submitted or approved in breach of this Agreement; (iii) your breach of this Agreement, the DPA, or the Responsible Use & Platform Enforcement Policy; or (iv) Your Content. Where your law does not permit a public body to give an indemnity, this paragraph applies as a direct obligation to reimburse to the extent permitted.

b. Indemnification by Equatorium

Equatorium will defend you against any third-party claim alleging that the Platform or Software, as provided by us and used in accordance with this Agreement, infringes that third party’s intellectual property rights, and will pay damages and costs finally awarded or agreed in settlement. If such a claim is made or likely, we may obtain the right for you to continue using the Services, modify them to be non-infringing, or terminate the affected Services and refund prepaid fees for the unused period. This obligation does not apply to claims arising from Your Content, Output used outside the Permitted Purpose, or combinations with items not provided by us.

c. Procedure

The indemnified Party must promptly notify the indemnifying Party of the claim, give it control of the defence and settlement (except that no settlement may impose an admission or obligation on the indemnified Party without its consent), and provide reasonable cooperation at the indemnifying Party’s expense.

d. Suspension

We may immediately suspend all or part of your access to the Services, including access to a pending or open Release, if we reasonably believe that (i) you or an Authorized User has breached Section 4, Section 8, Section 13, or the Responsible Use & Platform Enforcement Policy; (ii) your account has been compromised; (iii) continued service would expose any person to a risk of serious harm or Equatorium to legal liability; or (iv) payment is overdue as described in Section 10. We may suspend for reasons (i) to (iii) immediately. We will suspend for non-payment under reason (iv) only after thirty (30) days’ written notice to your billing and administrator contacts. We will tell you the reason where legally permitted and safe to do so, and will restore access once the issue is resolved.

e. Termination

• By you. You may terminate this Agreement at any time by closing your account through Support or by notice to legal@equatorium.com. Fees already paid are not refunded except as stated in Section 10.
• By us for cause. We may terminate this Agreement or any subscription on notice if you materially breach it and (where the breach can be cured) fail to cure it within thirty (30) days, or immediately for a breach of the provisions listed in paragraph (d)(i).
• By us for legal reasons. We may terminate this Agreement or any subscription on ninety (90) days’ notice where required by law or sanctions, because of a Data Partner restriction, or because of a material change in the human-rights or legal conditions in a subscribed country, or sooner where the law or sanctions require it. We refund the prepaid fees for the unused portion of the affected subscription and the purchase price of unused purchased credits. Immediate termination for misuse under the previous paragraph is not affected.

f. Effect of termination

On termination, your right to use the Services ends; open Releases are closed; you must stop using Output and delete Output and Releases in your possession, except copies that your law requires you to retain as part of an official case record, which remain subject to this Agreement; and you must pay all amounts due. For ninety (90) days after termination, your administrators may export Your Content through the Platform’s export features, or ask us for an export. We delete Your Content within thirty (30) days after the end of that export period. Equatorium will retain and delete data as described in the Data Retention Schedule. Sections 4 (no onward disclosure and responsibility for decisions), 7 through 9, 10 (amounts due), 11, 13 through 16, this Section 17, 19, and 20, and any other provision that by its nature should survive, survive termination.

#

Each Party will comply with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act 2010, and the laws of the Agency’s country. Neither Party will offer, give, request, or accept any payment, gift, hospitality, or other advantage to or from any public official or other person to obtain or retain business, influence any decision, or secure any improper advantage in connection with the Services. No referral code, discount, or trial may be offered or accepted as an inducement to any official. Each Party will maintain accurate books and records relating to the Services and will cooperate reasonably with any investigation by the other into a suspected breach of this Section. Equatorium may terminate this Agreement immediately on notice if it reasonably believes this Section has been breached.

#

Governing law. This Agreement, and any dispute or claim arising out of or relating to it or its subject matter (including non-contractual disputes), is governed by the laws of the State of Delaware, without regard to conflict-of-law rules, unless an election is made under the next paragraph or an Order Form specifies a different governing law.

Alternative law and seat. Your Agency may instead elect, by emailing legal@equatorium.com within fourteen (14) days after signing up, either (a) the laws of England and Wales, with the seat of arbitration in London, or (b) the laws of the Dubai International Financial Centre, with the seat of arbitration in the Dubai International Financial Centre. The election applies once Equatorium confirms it in writing, and may also be recorded in an Order Form.

Informal resolution. Before starting any arbitration or proceeding, the Party raising a dispute must send a written notice describing it (a “Notice of Dispute”) to the other Party (for Equatorium, to legal@equatorium.com). Senior representatives of both Parties will meet, in person or remotely, and negotiate in good faith for sixty (60) days from receipt of the Notice of Dispute.

Arbitration. Any dispute not resolved within sixty (60) days will be finally resolved by binding arbitration administered by the International Chamber of Commerce under its Rules of Arbitration in force at the time, by a sole arbitrator (or three arbitrators where the amount in dispute exceeds USD 5,000,000) appointed under those Rules. The seat of arbitration is Wilmington, Delaware, unless an election is made under this Section. The language of the arbitration is English. Arbitration will be confidential, except as necessary to enforce an award or as required by law. Judgment on the award may be entered in any court of competent jurisdiction.

Interim relief and exceptions. Nothing in this Section prevents either Party from seeking urgent interim or injunctive relief from a competent court to protect its Confidential Information or intellectual property or to prevent misuse of Output, or Equatorium from pursuing unpaid fees.

Individual claims. Disputes will be resolved only on an individual basis between Equatorium and the Agency, and not in any class, consolidated, or representative proceeding.

Sovereign immunity. Nothing in this Agreement waives any immunity from suit, jurisdiction, or execution that the Agency may enjoy as a public body under applicable law, except to the extent the Agency expressly agrees in writing in an Order Form. To the extent the Agency has agreed to arbitration under this Section, the Agency agrees that it will not assert immunity to resist the constitution of the arbitral tribunal or the conduct of the arbitration, to the extent permitted by its law.

Time limit. To the extent permitted by law, any claim must be brought within one (1) year after the claimant knew or should have known of the facts giving rise to it.

#

Entire agreement. This Agreement, together with the following documents, which are incorporated by reference, and any Order Form, is the entire agreement between the Parties regarding the Services and supersedes all prior agreements and understandings on that subject: the Privacy Policy; the Disclosure Policy; the Responsible Use & Platform Enforcement Policy; the Customer Data Processing Agreement; the Data Retention Schedule; the Sub-processors & Data Partners page; Quant, the AI Assistant; and the Copyright & Trademark Notice. The Data Partner Requirements apply to Data Partners and do not bind Agencies. Any purchase-order terms, procurement portal terms, or similar terms you issue are rejected and have no effect unless signed by Equatorium as part of an Order Form.

Order of precedence. In case of conflict, and subject to any Standard Contractual Clauses incorporated in the DPA, which prevail: (1) the Order Form; (2) the DPA (as to personal data), except where the Order Form expressly states that it overrides a specific provision of the DPA; (3) the Disclosure Policy (as to Releases); (4) this Agreement; (5) the other incorporated documents.

Assignment. You may not assign or transfer this Agreement without our prior written consent, except to a successor public body that assumes your Agency’s mandate, on written notice. We may assign this Agreement to an affiliate or to a successor in a merger, acquisition, or sale of all or substantially all of the relevant assets, on notice to you, provided the successor agrees to be bound by this Agreement and the Disclosure Policy. If a successor is subject to sanctions or is a covered person under applicable restricted-transfer laws (including 28 CFR Part 202), your Agency may terminate on notice and receive a refund of prepaid fees for the unused portion of its subscriptions and the purchase price of unused purchased credits.

Subcontractors. We may use subcontractors and sub-processors to provide the Services, as described in Sub-processors & Data Partners, and remain responsible for their performance.

Force majeure. Neither Party is liable for failure or delay in performing obligations (other than payment) caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, civil unrest, labour actions, failures of utilities, networks, satellites, hosting or data providers, cyber-attacks not caused by its negligence, or acts of government, including sanctions and changes in law.

Notices. We may give notices by email to your administrators, by in-Platform message, or by posting in the Platform. You must send legal notices to legal@equatorium.com. Notices are effective on receipt. Requests and notices to Equatorium are made by email.

Independent contractors. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship, and Equatorium does not act on behalf of, or exercise any public authority of, the Agency.

No third-party beneficiaries. This Agreement does not confer rights on any third party, except that Equatorium’s licensors and Data Partners may rely on Section 8.

Severability; no waiver. If any provision is held invalid or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions remain in effect. A failure or delay in enforcing any right is not a waiver of it; a waiver must be in writing.

Construction. Headings are for convenience only. “Including” means “including without limitation.” This Agreement will not be construed against either Party as drafter.

Language. This Agreement is written in English. If we provide a translation for convenience, the English version prevails to the extent of any inconsistency. Where your Agency’s law requires a version in its official language, the Parties will sign both versions in the Order Form, and Equatorium will review the official-language version against the English version before signing.

Contact. Send questions about this Agreement to legal@equatorium.com.