Netstock Platform Terms of Use

These Terms of Use (“Terms”) govern access to and use of the Netstock platform and related services provided by Netstock USA, LLC and its global affiliates (“Netstock”). By executing an order form, quote or statement of work (each an “Order Form”) or by accessing or using the Platform, the customer (“Customer”) agrees to these Terms. These Terms and the Order Form comprise the “Agreement.”

1. Access to the Platform and Services.

Netstock grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable, limited right to access and use Netstock’s software platform (provided on a “software as a service” (“SaaS”) basis), tools, dashboards, APIs, connectors, and related documentation (the “Platform”) and associated services (the “Services”) during the Term, solely for Customer’s internal business purposes and in accordance with the Agreement.

2. Order Forms; Term and Renewal; Termination.

1. a. Order Forms. Usage scope (modules, bundles, features), metrics (e.g., Inventory Value, SKULs), user types, fees, billing frequency, payment terms, and the initial term will be set forth in an Order Form. If there is a conflict between these Terms and the Order Form, the Order Form controls.
2. b. Term and Renewal. The “Initial Term” is stated in the Order Form. The Agreement (or the applicable Order Form) automatically renews for successive twelve (12) month periods (each, a “Renewal Term”) unless either party gives written notice of non-renewal at least sixty (60) days before the end of the then-current Initial Term or any Renewal Term. The Initial Term and any Renewal Terms are sometimes referred to herein as simply the “Term.”
3. c. Termination. Either party may terminate the Agreement or any Order Form: (i) upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice detailing the nature of the breach; (ii) immediately upon notice if the other party becomes insolvent, files for bankruptcy, or ceases business operations; or (iii) as otherwise expressly permitted in the Agreement. Upon termination or expiration of the Agreement or an Order Form, Customer’s access to the Platform and Services will cease. Provisions that by their nature are intended to survive termination, including confidentiality, limitations of liability, and indemnification, shall do so.
4. d. Suspension. Netstock may suspend access for: (i) an actual, threatened or suspected security breach (including security incidents or Use Restrictions violations); or (ii) operational or legal risks. Access will be restored as soon as possible after resolution of the issue(s).

3. Users (only applicable if Customer purchases IBP).

Access is limited to the number and type of users stated in the Order Form (“Permitted Users”), which may include: Power Users (configure/modify plans), Collaborator Users (limited forecast adjustments), and Read Only Users (view only).All Permitted Users are named individuals. Credentials may not be shared or concurrently used by more than one individual. Customer will designate an administrator to manage provisioning/deprovisioning, access levels and be responsible for Permitted Users’ compliance with this Agreement. Additional Permitted User licenses may be added at then-current rates, prorated as applicable.

4. Fees; Payment.

Fees, billing frequency, and payment method are set forth in the Order Form. Unless stated otherwise, invoicing begins on the Effective Date. Fees are non-cancelable and non-refundable. Payments are without set-off, withholding, or deduction. Payment is due per the Order Form. Overdue amounts will accrue interest at the greater of 1% per month or the maximum permitted by law, plus reasonable collection costs, including attorneys’ fees. Fees exclude sales, use or value added taxes and similar assessments (“Taxes”). Customer is responsible for Taxes other than taxes based on Netstock’s net income, property, or employees. If fees depend on Inventory Value, SKULs, or other parameters, Netstock may reassess annually and adjust recurring fees prospectively on sixty (60) days’ notice in line with then-current pricing. Additional processing charges may apply if SKUL thresholds are exceeded. Access to the Platform may be suspended for non-payment of fees.

5. Implementation, Onboarding, and Support.

Scope and fees are set forth in the Order Form. Typical implementation, onboarding or support activities include discovery, ERP connector installation, data validation assistance, training, and project management, although specific scope varies. After onboarding, standard support is available 9:00 a.m. to 5:00 p.m. local time, Monday–Friday (excluding bank or public holidays). Support for IBP is 9:00 a.m. to 5:00 p.m. Eastern Time. Standard support covers short sessions of up to fifteen (15) minutes for integration maintenance, navigation Q&A, and minor configuration/report changes. Additional services (customizations, advanced training, consulting, best-practice advisory) are available at then-current rates and may be included in a new Order Form, such new Order Form becoming part of the Agreement.

6. Security.

Netstock maintains commercially reasonable administrative, technical, and physical safeguards. Netstock may suspend access to the Platform to address actual, threatened or suspected security threats. Customer is responsible for strong, unique passwords; multi-factor authentication; user security training; malware prevention and endpoint/network controls; timely deprovisioning; enabling security notifications where offered; and reporting incidents (including those affecting connector servers) within twenty-four (24) hours of becoming aware of such incident. No system is 100% secure. Netstock is not liable for unauthorized access due to unaffiliated third-party acts or omissions or Customer’s own systems or practices.

7. Use Restrictions; Monitoring; Third-Party Resources.

1. a. Restrictions. Customer will not: (i) copy, modify, translate, or create derivative works of the Platform; (ii) sublicense, sell, rent, lease, or provide the Platform to third parties; (iii) use the Platform for third-party services, benchmarking, or competitive analysis; (iv) reverse engineer the Platform or any software; (v) circumvent security or usage controls; (vi) remove proprietary notices; (vii) upload to the Platform unlawful, infringing, offensive, or harmful content or code; (viii) gain unauthorized access; or (ix) interfere with the Platform’s integrity or performance. Notwithstanding the foregoing, Customer may grant access to Customer’s authorized consultants and vendors solely for implementation and operational support purposes, provided such consultants and vendors are bound by confidentiality obligations at least as protective as those set forth in this Agreement and Customer remains responsible for their compliance with these Terms.
2. b. Monitoring and Audit. Netstock may monitor, record, or audit Platform activity and collect, generate, and use data about the provision, use, and performance of the Platform and Services, including telemetry, logs, usage statistics, and operational metrics (“Analytic Data”), in connection with operating, securing, supporting, and improving the Platform and Services and verifying compliance with the Agreement. Customer will not unreasonably hinder such activity.
3. c. Mailbox and Storage Capacity. If the Platform provides communication features such as chat, message boards, or mailboxes, such features may have storage limits. Netstock may use automated means to enforce such limits, and messages or content exceeding storage limits may be deleted or blocked. Netstock is not responsible for any deleted or blocked messages or content.
4. d. Third-Party Resources. The Platform may link to or integrate with third-party sites, software, or services. Netstock is not responsible for such resources and disclaims related liability.

8. Privacy.

Netstock may collect and process limited amounts of Personal Data (typically only Permitted User’s names and contact information) to provide the Platform, perform its obligations pursuant to the Agreement, and comply with law. Handling of Personal Data is governed by Netstock’s Privacy Policy at https://www.netstock.com/privacy-policy/, incorporated by reference. Customer authorizes Netstock and service providers to contact Customer and Permitted Users via in-Platform messaging, email, phone (including automated or prerecorded), and text for service notices, support, surveys, and related communications.Netstock does not “sell” Personal Data as that term is defined in privacy laws.

9. Data Processing Addendum.

Where required by applicable data protection law, the parties shall enter into a Data Processing Addendum (“DPA”) setting forth each party’s obligations with respect to Personal Data.

10. Data and Information Usage.

1. a. “Netstock IP” means the Platform, the Services, and all related technology, software, algorithms, processes, methodologies, trademarks, copyrights, models, documentation, know-how, and other intellectual property and proprietary rights of Netstock and its licensors, including any modifications, improvements, enhancements, and derivative works thereof, excluding Customer Data and Customer Outputs.
2. b. “Customer Data” means data and content that Customer provides to or inputs into the Platform, and any reports, recommendations, forecasts, or other outputs generated by the Platform for Customer that are a direct transformation of such inputs (“Customer Outputs”), but excluding Netstock IP, Analytic Data, and Derived Outputs (defined below). As between the parties, Customer retains ownership of Customer Data (including Customer Outputs).
3. c. License to Operate and Improve Services. Customer grants Netstock a non-exclusive, worldwide, royalty-free, paid-up license, with the right to sublicense to its affiliates and subprocessors, to host, copy, transmit, store, process, display, perform, adapt, modify, and otherwise use Customer Data: (i) to provide, maintain, secure, support, and operate the Platform and Services; (ii) to train, develop, test, tune, and improve algorithms, models, features, and functions of the Platform and Services; (iii) to develop, test, and commercialize new products, services, features, and content; and (iv) to comply with applicable law and law-enforcement requests.
4. d. De-Identification; Aggregation; Derived Outputs. Netstock may de-identify and/or aggregate Customer Data to create data sets, statistics, insights, models, benchmarks, analytics, reports, and other works derived from Customer Data (“Derived Outputs”). Derived Outputs: (i) do not contain Customer identifiers, Customer Confidential Information, or Personal Data in identifiable form; and (ii) are outputs from which neither a specific Customer nor a specific natural person can reasonably be re-identified or reverse-engineered. Netstock will not attempt to re-identify (or permit others to re-identify) any de-identified or aggregated Customer Data or Derived Outputs. Netstock may use, disclose, distribute, commercialize, license, sell, or otherwise exploit Derived Outputs for any purpose (including developing, training, evaluating, and improving artificial intelligence and machine learning models), in accordance with applicable law.
5. e. Derivative Works. As between the parties, Netstock exclusively owns all rights, title, and interest in and to: (i) Derived Outputs; (ii) any and all derivative works of Customer Data created by or for Netstock through de-identification, aggregation, transformation, enrichment, or other processing; (iii) any insights, models, algorithms, or learnings trained on, built from, or informed by Customer Data; and (iv) any improvements, modifications, enhancements, and derivative works of the Platform or Services (collectively, “Netstock Derivatives”). Customer retains ownership of Customer Data (including Customer Outputs). Netstock grants Customer a non-exclusive, worldwide, royalty-free, fully paid-up, perpetual license to use, reproduce, modify, create derivative works from, distribute, display, perform, and otherwise exploit Customer Outputs for any business purpose. No rights in Netstock Derivatives are granted to Customer except as expressly set forth in the Agreement.
6. f. Internal and External Uses. Netstock may use Analytic Data and Derived Outputs for any internal purpose (including product development, quality, capacity planning, pricing, and security) and for external purposes (including industry benchmarks, trend analyses, reports, publications, and commercial data products), provided such external uses do not identify Customer or any natural person and comply with the restrictions set forth above. Netstock’s use of Customer Data as permitted hereunder (including creation and exploitation of Netstock Derivatives and Derived Outputs) does not obligate Netstock to compensate Customer and does not create any confidentiality or fiduciary obligation beyond those expressly set forth in this Agreement.
7. g. Data Accuracy. Customer is solely responsible for the accuracy, quality, integrity, legality, and completeness of Customer Data and for obtaining all necessary rights and consents for use of Customer Data within the Platform. Customer will provide data in the formats specified by Netstock. Assistance to remediate data quality, formatting or “cleaning” may be charged at then-current rates.
8. h. ERP Connector and Extractors. If applicable, Customer will provide access to install and maintain the Netstock ERP Connector and certified extract scripts. For on-premise components, Customer is responsible for installing updates.
9. i. Backups; Customer Data Retention and Deletion. Netstock uses commercially reasonable backup procedures but does not guarantee against data loss. Customer is responsible for maintaining its own backups of Customer Data. Following termination or expiration of the Agreement: (i) Netstock will, upon Customer’s written request made within thirty (30) days of such termination or expiration, provide Customer with a copy of the Customer Data in a standard machine-readable format; (ii) Netstock will retain Customer Data for ninety (90) days following termination or expiration and then permanently delete it; and (iii) notwithstanding the foregoing, Netstock may retain Derived Outputs and Analytic Data following termination or expiration. Transition assistance may be provided at then-current rates.
10. j. Hosting. The Platform is hosted by a reputable third-party cloud provider(s). Netstock is not responsible for the acts or omissions of the hosting provider(s). Customer Data and related information may be stored in geographically diverse backup locations. Netstock will store such information in accordance with all applicable laws, rules, and regulations, including applicable data protection laws.
11. k. Data Extraction Requests. Customer may request extraction of data by providing at least twenty-eight (28) days’ advance written notice prior to the due date. Data extraction assistance will be charged at then-current rates.
12. l. Audit Assistance. Customer may request assistance with Customer’s internal business audits (where Customer requires data or information from Netstock) by providing at least twenty-eight (28) days’ advance written notice. Audit assistance will be charged at then-current rates. For clarity, this provision does not entitle Customer to audit Netstock’s systems, processes, or controls except as may be separately agreed in writing.

11. Confidentiality.

1. a. Definitions. “Confidential Information” means any non-public information disclosed by or on behalf of one party (the “Disclosing Party”) to the other party (the “Recipient”) that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business, technical, financial, product, and security information; Netstock IP; pricing; roadmaps; and Customer Data. “Representatives” means a party’s and its affiliates’ employees, officers, directors, contractors, agents, professional advisors (including attorneys and accountants), and permitted subcontractors and subprocessors who have a need to know the Confidential Information for the Permitted Purpose (defined below) and who are bound by written confidentiality obligations at least as protective as those set forth herein.
2. b. Protection; Permitted Purpose. Recipient will: (i) protect the Disclosing Party’s Confidential Information using at least reasonable care (and in no event less than the care it uses to protect its own confidential information of similar sensitivity); (ii) use the Confidential Information solely to perform its obligations or exercise its rights under the Agreement (the “Permitted Purpose”) and (iii) not disclose the Confidential Information to any third party except to its Representatives for the Permitted Purpose. Recipient is responsible for any breach of this Section by its Representatives.
3. c. Exclusions. Confidential Information does not include information that Recipient can demonstrate by contemporaneous written records: (i) is or becomes generally available to the public through no breach of the Agreement by Recipient or its Representatives; (ii) was rightfully known by Recipient without restriction on use or disclosure prior to receipt from the Disclosing Party; (iii) is rightfully received by Recipient from a third party without breach of any obligation of confidentiality owed to the Disclosing Party; or (iv) is independently developed by Recipient without use of or reference to the Disclosing Party’s Confidential Information. For clarity, and without limiting the foregoing exclusions, nothing in this Section restricts Netstock’s rights to collect and use Analytic Data, Derived Outputs, and Netstock Derivatives, in each case subject to the limitations and restrictions set forth in the Agreement.
4. d. Compelled Disclosure. Recipient may disclose Confidential Information to the extent required by applicable law, regulation, or valid legal process, provided that (to the extent legally permitted) Recipient gives the Disclosing Party prompt written notice and reasonably cooperates (at the Disclosing Party’s expense) in seeking confidential treatment or a protective order. Recipient will disclose only the portion of Confidential Information legally required.
5. e. Return or Destruction. Upon the Disclosing Party’s written request or upon termination or expiration of the Agreement, Recipient will promptly return or destroy the Disclosing Party’s Confidential Information in its possession or control, except that Recipient may retain copies: (i) as required by applicable law; or (ii) as part of routine electronic backups or archival systems, provided that any retained Confidential Information remains subject to this Section for so long as it is retained.
6. f. Injunctive Relief. Recipient acknowledges that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages may be an inadequate remedy. Accordingly, the Disclosing Party may seek injunctive or equitable relief (in addition to any other remedies available at law) to prevent or curtail any actual or threatened breach of this Section.

12. Warranties; Disclaimers.

Each party represents it has the authority to enter into the Agreement. EXCEPT AS EXPRESSLY STATED, THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” NETSTOCK AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY ARISING FROM COURSE OF DEALING OR USAGE. NETSTOCK DOES NOT WARRANT UNINTERRUPTED, SECURE, OR ERROR-FREE OPERATION OR THAT THE PLATFORM MEETS CUSTOMER’S REQUIREMENTS.

13. Indemnification.

1. a. By Customer. Customer will defend, indemnify, and hold harmless Netstock and its parents, subsidiaries and affiliates and each of their respective officers, directors, employees, agents, successors and assigns from third-party claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from: (i) Customer Data or Customer’s use of the Platform in violation of law or the Agreement; (ii) breach of Sections 6 or 7 of these Terms; or (iii) third-party subpoenas or compulsory processes directed to Netstock seeking Customer Data.
2. b. By Netstock. Netstock will defend, indemnify, and hold harmless Customer and its officers, directors, employees, agents, successors and assigns from and against any third-party claim, suit, or proceeding alleging that the Platform, as provided by Netstock and used by Customer in accordance with this Agreement, infringes any patent, copyright, or trademark, or misappropriates a trade secret. In the event of such a claim, Netstock may, at its option and expense: (i) procure for Customer the right to continue using the Platform; (ii) modify or replace the Platform so that it becomes non-infringing; or (iii) if neither (i) nor (ii) is commercially reasonable, terminate the affected services and refund any prepaid, unused fees for the terminated portion. Netstock shall have no obligation for claims arising from: (1) Customer’s or any user’s misuse, modification, or combination of the Platform with non-Netstock products, services, or data; (2) use of the Platform beyond the scope of this Agreement; or (3) Customer Data.
3. c. Procedure. The party seeking indemnification will provide the indemnifying party prompt notice of any claim (provided that failure to give prompt notice will relieve the indemnifying party of its obligations only to the extent materially prejudiced). The indemnified party will provide reasonable cooperation at the indemnifying party’s expense. The indemnifying party will have sole control of the defense and settlement of the claim, provided that no settlement may: (i) impose any admission of liability or wrongdoing by, or obligation (other than payment of money fully covered by the indemnity) on, the indemnified party; or (ii) fail to include a full release of the indemnified party, in each case without the indemnified party’s prior written consent (not to be unreasonably withheld, conditioned, or delayed).

14. Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR CLARITY, THIS LIMITATION DOES NOT APPLY TO, OR LIMIT, CUSTOMER’S OBLIGATION TO PAY FEES DUE UNDER THE AGREEMENT. These limits apply to all theories of liability and reflect the parties’ risk allocation.

15. Export; International Use; Sanctions.

Customer will comply with all applicable export control and sanctions laws, including, without limitation, those of the United States, European Union, and United Kingdom. Customer represents it is not located in, organized under the laws of, or ordinarily resident in, and will not access the Platform from, jurisdictions subject to comprehensive U.S., EU, or UK sanctions, and is not listed on any U.S., EU, or UK restricted party list.

16. Anti-Bribery; Anti-Corruption.

Each party will comply with all applicable anti-bribery and anti-corruption laws (including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act) in connection with this Agreement. Neither party will, directly or indirectly, offer, promise, authorize, give, or accept anything of value to or from any person (including any government official) to improperly influence any act or decision, secure any improper advantage, or induce or reward improper performance in connection with this Agreement.

17. Modern Slavery and Human Trafficking.

Each party represents and warrants that it complies with all applicable modern slavery, forced labor, and human trafficking laws (including the UK Modern Slavery Act 2015, Australian Modern Slavery Act 2018, and comparable laws in other jurisdictions). Neither party will use, nor will it permit its suppliers or subcontractors to use, forced labor, child labor, or human trafficking in connection with the performance of this Agreement. Each party will maintain policies and procedures designed to ensure compliance with such laws and will provide information regarding such compliance upon the other party’s reasonable request.

18. Governing Law; Arbitration; Jury Trial Waiver.

For any dispute related to this Agreement or the parties’ relationship, Delaware law governs, excluding otherwise applicable conflict-of-laws rules. Disputes will be resolved exclusively by binding arbitration administered by JAMS under its Streamlined Arbitration Rules. The location of the arbitration shall be in Wilmington, Delaware, USA. Judgment may be entered in any court of competent jurisdiction anywhere in the world. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. Notwithstanding the foregoing, the International Addendum shall apply if the Customer is located in Australia, European Union, South Africa or the United Kingdom.

19. Modifications.

Netstock may modify, improve, enhance, or discontinue features or functionality (“Modifications”). Where a Modification materially affects customer-facing functionality, Netstock will provide notice in-Platform. Netstock may modify these Terms by posting an updated version and, for material changes, providing notice via email or the Platform. Continued use after notification constitutes acceptance.

20. Assignment; Subcontracting.

This Agreement will inure to the benefit of and be binding upon the parties, their successors, and permitted assigns. Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, with notice to the other party; provided, however, that no assignment may be made to a direct competitor of the non-assigning party without the non-assigning party’s prior written consent. Either party may use subcontractors, remaining responsible for subcontractor’s compliance with this Agreement.

21. Notices.

Notices must be in writing and delivered by personal delivery, FedEx, UPS or DHL, or email to the contacts in the Order Form (or as updated by written notice). Notices are deemed given upon delivery.

22. Force Majeure.

Neither party shall be liable for any failure or delay in performance under this Agreement (other than payment obligations) to the extent such failure or delay is caused by events or circumstances beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters, war, terrorism, pandemics, labor disputes, utility failures, denial of service attacks, or failures of third-party infrastructure. The affected party shall promptly notify the other party of the force majeure event and use commercially reasonable efforts to resume performance as soon as practicable.

23. Severability; Waiver; Precedence.

If any provision is invalid or unenforceable, it will be modified to the minimum extent necessary; remaining provisions remain in effect. The failure of a party to insist upon strict adherence to any provision of this Agreement on any occasion shall not be considered a waiver or deprive or limit that party’s right thereafter to insist upon strict adherence to that provision in the particular instance or that provision or any other provision of this Agreement in any instance. Any waiver shall be in writing signed by the party against whom the waiver is sought to be enforced.

24. Entire Agreement.

This Agreement is the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous understandings, proposals, or communications. Customer purchase order (or similar documents) terms do not apply. By executing an Order Form or using the Platform, Customer agrees to be bound by this Agreement.

25. Counterparts; Electronic Signatures.

This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Execution and delivery of this Agreement by electronic means (including PDF or electronic signature) shall be legally binding and have the same force and effect as delivery of an original signature.

26. Contact.

For questions about these Terms please reach out to your Netstock contact or email Netstock at [email protected].

Last Updated: 1 June, 2026

INTERNATIONAL ADDENDUM

This International Addendum (this “Addendum”) applies if Customer is headquartered in Australia, the European Union, South Africa, or the United Kingdom. For purposes of this Addendum, “headquartered” means the jurisdiction in which Customer’s principal place of business is located, without reference to otherwise applicable conflict-of-law principles. Capitalized terms not defined in this Addendum have the meanings given in the Terms.

1. Except as expressly modified by this Addendum, the Agreement remains unchanged and in full force and effect. If there is a conflict between this Addendum and the Terms or an Order Form, this Addendum controls solely for its subject matter.
2. Governing Law; Venue; Jurisdiction. Notwithstanding anything to the contrary in the Agreement, the governing law, venue and jurisdiction for the applicable Agreement shall be:
   • Australia: The laws of New South Wales shall apply, without reference to otherwise applicable principles of conflicts of law. The courts of New South Wales shall have exclusive jurisdiction.
   • European Union. The laws of the country where Customer is headquartered shall apply, without reference to otherwise applicable principles of conflicts of law. Disputes shall be submitted exclusively to arbitration under the auspices of the International Chamber of Commerce. The location of the arbitration shall be Amsterdam, The Netherlands. The proceedings shall be held in the English language.
   • South Africa. The laws of the Republic of South Africa shall apply, without regard to otherwise applicable principles of conflicts of law. Disputes shall be submitted to the High Court of South Africa.
   • United Kingdom: The laws of England and Wales shall apply, without regard to otherwise applicable principles of conflicts of law. Disputes shall be submitted to the courts located in London, England.

   For clarity, the choice of law and arbitration provisions set forth in the Terms shall not apply to the extent this Addendum applies.

3. Mandatory Consumer/Statutory Rights. This Agreement is entered into for business purposes and is not a consumer contract. Nothing in this Addendum is intended to exclude, restrict, or modify any mandatory rights or remedies that cannot be excluded, restricted, or modified under applicable law in the selected region. To the extent any provision of this Addendum is prohibited or unenforceable under such mandatory law, it will be deemed modified to the minimum extent necessary to comply with such law, and the remainder of the Agreement will remain in effect.