Terms of use.

01Introduction

1.1 Statistical Inference Limited (hereinafter referred to as "we", "us" or "our") provides you (hereinafter referred to as "you" or the "User") access to our website d2tr.com (hereinafter referred to as the "Platform").

1.2 These Terms of Use shall govern your access to the Platform, its use, and use of the Platform and the Services (as defined below). By accessing the Platform or using our Services, you agree to adhere to these Terms of Use. If you do not agree to the Terms of Use, please do not use the Platform or any of our Services. Each time you use the Platform or our Services, the current version of these Terms of Use will apply.

1.3 If you separately enter into a services agreement ("Service Agreement") with us for the supply of the Services, these Terms of Use shall also apply, however to the extent that there is any conflict between these Terms of Use and the License Agreement, the relevant terms of the License Agreement shall prevail.

1.4 This Platform is for use by businesses and not consumers. We do not therefore accept any liability for any losses which would be suffered by a consumer because we believe you are purchasing the Services wholly or mainly for your business, trade, craft or profession.

02Our Services

2.1 Through the Platform, we make available the following functionalities (together, the "Services"): (2.1.1) aggregation of publicly observable signals related to the Google Discover ecosystem, including without limitation publisher activity, article-level visibility cues, topic and entity signals, and related metadata; (2.1.2) classification, normalization, scoring, ranking, clustering and other transformation of such signals into derivative analytical outputs (the "Analytics"); (2.1.3) generation of estimated, modelled and forecasted metrics, including without limitation estimated impressions, estimated reach, audience scores, trend-lifespan forecasts, peak-time forecasts, share-of-voice estimates, and similar projections (collectively, the "Estimated Metrics" and "Forecasts"); (2.1.4) presentation of the Analytics, Estimated Metrics and Forecasts via dashboards, lists, charts, exports, alerts, RSS feeds, webhooks, chatbots, REST API responses and other formats; (2.1.5) configuration of tracking lists, watchlists, alert thresholds, automation rules and similar User-controlled settings; (2.1.6) assistance to Users with respect to the use of the Platform.

2.2 The Services are a derivative analytical product. The Services do not redistribute raw third-party content. The Services do not replicate, mirror or republish search-engine results pages, knowledge panels, image content, or any third-party copyrighted material; any third-party titles, snippets, or thumbnails that may appear within the Platform are presented solely as factual references to identify the source of an analytical signal, for the limited purpose of enabling the User to evaluate the relevance of the corresponding Analytics, and constitute a substantively transformed informational layer over publicly observable data.

2.3 Some functions of the Platform may be made available free of charge upon registration. Use of additional or expanded functions of the Platform is only available following payment for a Subscription managed in accordance with these Terms of Use.

2.4 We reserve the right to store the Analytics, Estimated Metrics, Forecasts and other data made available to you through the Services for an indefinite period of time.

2.5 We may collect and use de-identified or aggregated data about Service performance and your use of the Services in order to maintain, secure, improve, train and develop the Services and our underlying models.

03Nature of the Data; Methodology

3.1 Sources. The Analytics, Estimated Metrics and Forecasts made available through the Services are derived from a combination of publicly observable signals, including without limitation publicly available Discover-style feeds, publicly accessible publisher websites, sitemaps and feeds made available by publishers, public news indexes, public interest signals, and other openly accessible references.

3.2 Methodology is proprietary. The methodology by which we observe, ingest, normalize, deduplicate, classify, weight, score, forecast and present the Analytics is our proprietary trade secret. We do not undertake to disclose the methodology to any User, third party or claimant, except as compelled by a competent court or governmental authority of competent jurisdiction.

3.3 Derivative product. You acknowledge that the Analytics, Estimated Metrics and Forecasts are an inferential, statistical and analytical product produced by our models. They are not, and are not intended to be, a copy, mirror, reproduction or substitute for any third-party service, search-engine output or content product.

3.4 No replacement for primary sources. The Services are intended to complement, not replace, the User's own access to primary information sources, including but not limited to publisher websites, Google Search Console, Google Analytics, Google Trends, and any direct relationships the User may have with publishers.

04Accuracy of Estimated Metrics and Forecasts

4.1 The Estimated Metrics and Forecasts provided through the Services are model-based estimations, projections and probabilistic inferences. They are NOT measured ground-truth metrics. By way of example and without limitation, "impressions", "reach", "audience score", "share of voice", "peak in N hours", "lifespan", "trend type" and similar values are produced by statistical and machine-learning models on the basis of indirect signals, and may differ from any figures that the User or any third party may obtain from primary measurement sources (such as Google Search Console, server logs, first-party analytics, or any official publisher dashboard).

4.2 We make no representation, warranty or guarantee, express or implied, as to the accuracy, completeness, reliability, currency, timeliness, suitability, calibration or predictive value of any Estimated Metric or Forecast. All such outputs are provided strictly on an "as is" and "as available" basis, for informational and decision-support purposes only.

4.3 You acknowledge that any decision you make in reliance on Estimated Metrics or Forecasts is made at your sole risk. We shall have no liability whatsoever for any business outcome, lost revenue, lost opportunity, lost traffic, regulatory consequence, contractual consequence or any other loss arising from your reliance on any Estimated Metric or Forecast.

4.4 Algorithm and signal changes. You acknowledge that the third-party ecosystems we observe are operated by third parties and may change at any time, without notice, in ways that affect the availability, structure, semantics or completeness of the signals we ingest. We make no warranty regarding our ability to maintain any particular metric, Forecast methodology, latency, coverage, granularity or feature in light of such third-party changes.

4.5 No professional advice. Nothing provided through the Services constitutes legal, financial, investment, accounting, tax, medical, editorial or other professional advice.

05License to Use the Platform

5.1 In order to use the Platform or Services, we grant you a worldwide, non-transferable, non-assignable, non-sublicensable, non-exclusive, revocable license to access and use the Platform and associated Services, subject to these Terms of Use, solely for your own internal business purposes and solely for the term of your Subscription. We grant you this license exclusively for the use of the Platform and the Services on our servers, or on servers we designate.

5.2 You shall not, directly or indirectly: (5.2.1) modify, adjust, translate, reverse engineer, decompile, disassemble or attempt to derive the source code, models, weights, parameters or trade-secret components of the Platform or of the underlying systems, except as expressly permitted by mandatory applicable law; (5.2.2) sublicense, resell, rent, lease, time-share, distribute, syndicate, redistribute, republish or otherwise commercially exploit the Analytics, Estimated Metrics, Forecasts or any other data delivered through the Services, or any substantial part thereof, to any third party, except (a) as embedded, transformed and combined within your own end-product such that the underlying Analytics are not the principal value of that end-product, and (b) as expressly permitted in writing by us; (5.2.3) use the Services or their outputs to build, train, fine-tune, evaluate or improve any product, service, dataset or model that competes, in whole or in material part, with the Platform or any of its features; (5.2.4) circumvent, disable or otherwise interfere with security-related or access-control features of the Platform; (5.2.5) scrape, crawl, spider or otherwise systematically extract data from the Platform other than through interfaces and at rates we expressly authorize.

5.3 You may not engage with the Platform from any account, identity, network or device for the purpose of building a competing product or service. We may, at our sole discretion and at any time, suspend or terminate access where we form a good-faith belief that this clause is being violated.

06Registration and User Account

6.1 In order to use our Services you will be required to sign up for a user account on the Platform. Access to the Platform may be subject to our application-review process; we reserve the right to accept or decline applications at our sole discretion.

6.2 By submitting an application or by completing registration on our Platform, you agree to the terms of our Privacy Policy and these Terms of Use. If you are acting on behalf of a company when accepting these Terms and the Privacy Policy, you also hereby declare to be authorized to perform such legal actions on behalf of that company (herein the term "you" shall mean the relevant company).

6.3 Upon registration, a user account shall be created for you with the e-mail address you used to register. During the registration process as well as at any later time you use the account and/or communicate with us, you are obliged to provide us with accurate and true data. Should any identification information be amended in the future, your obligation is to update such information in the Platform or in your user account without undue delay. In particular, we will send any relevant notices to you at the e-mail address attached to that account and that shall constitute valid notice. If the e-mail address is incorrect or not suitable it is your responsibility to update it.

6.4 You shall: (6.4.1) protect the login details of your account and prevent any third parties from using your account; (6.4.2) notify us immediately of any unauthorized use of any password, API key or account or any other known or suspected breach of security; (6.4.3) not create (either directly or by means of a third party) multiple user accounts for the purpose of avoiding or bypassing account limitations on the Platform; (6.4.4) report to us immediately and use reasonable efforts to stop immediately any copying or distribution of content or any infringement of our Platform and/or Services that is known or suspected by you; and (6.4.5) under no circumstances impersonate or attempt to impersonate another user, or provide false identity information, to gain access to or use the Platform or Services.

6.5 We shall not be liable for any misuse of your account due to your breach or negligent performance of the obligations detailed in this Section 6. We shall be entitled to block, restrict or delete your account, including all data provided therein, without any further liability to you.

07Basis of Contract

7.1 The description of the Services on our Platform does not constitute a contractual offer to sell the Services. When an order has been submitted on the Platform, we may reject it for any reason.

7.2 The order process is set out on the Platform. Each step allows you to check and amend any errors before submitting the Order. It is your responsibility to check that you have used the ordering process correctly.

7.3 A contract will be formed for the supply of Services ordered when you complete registration and pay (or are invoiced for) the applicable Subscription Fees ("Contract"), and we confirm acceptance by sending you an e-mail confirming the Contract ("Order Confirmation"). By placing an order, you agree that we may give you confirmation of the Contract by means of an email with all information in it. You will receive the Order Confirmation within a reasonable time after making the Contract, but in any event not later than the delivery of any Services supplied under the Contract.

7.4 If we are unable to accept your order, we will inform you of this as soon as possible. This may be because you have been a customer in the past and we have had to terminate your Subscription due to a breach of these Terms of Use, because a credit reference we have obtained for you does not meet our minimum requirements, because we have identified an error in the price or description of the Services, or because acceptance would be inconsistent with our policies, capacity or applicable law.

08Intellectual Property Rights

8.1 You acknowledge that the Platform, the Services, the Analytics, the Estimated Metrics, the Forecasts, the underlying software, models, weights, parameters, training data, data pipelines, taxonomies, scoring schemes, and the user-interface design and other software associated therewith are protected by copyright, database rights, trade-secret protection, and other intellectual-property rights in accordance with applicable international treaties. All such rights are reserved. We alone shall own all right, title and interest, including all intellectual-property rights, to the Platform, Services and the outputs thereof, within the maximum scope admissible by law (except for rights that we exercise in compliance with a license granted to us by third parties).

8.2 The Analytics, Estimated Metrics and Forecasts delivered to you through the Services are licensed to you, not sold. Your license to use such outputs is subject to Section 5 of these Terms.

8.3 Third-party marks and content. References within the Platform to third-party brands, publishers, products, websites, services or marks (including "Google", "Google Discover", "Google News" and "Google Trends") are nominative references for descriptive and analytical purposes only, are made on a nominative-fair-use basis to identify the subject of the analysis, and do not imply any sponsorship, endorsement, affiliation or partnership with the relevant third parties. All such marks are the property of their respective owners.

8.4 Suggestions and feedback. We shall own any suggestions, ideas, enhancement requests, feedback, recommendations or other information you provide related to the Platform and other Services, with no obligation of confidentiality, attribution or compensation to you.

8.5 Promotional use. You agree that we may use your name, company name and logo as a reference in promotional materials for marketing purposes free of charge. You may withdraw this permission by written communication at any time and without penalty.

09Notice-and-Takedown for Third-Party Rights Holders

9.1 We respect the intellectual-property and other rights of third parties. If you are a rights holder (or an authorized representative) and you believe that material accessible through the Platform infringes your rights, please contact us at hello@d2tr.com with a written notice including: (9.1.1) identification of the work or right alleged to have been infringed; (9.1.2) identification of the material on the Platform claimed to be infringing, with enough detail to allow us to locate it (URL, screenshot or identifier); (9.1.3) your contact information; (9.1.4) a statement, made under penalty of perjury where applicable, that you are the rights holder or are authorized to act on behalf of the rights holder; (9.1.5) a statement that you have a good-faith belief that the use is not authorized.

9.2 Upon receipt of a notice that we determine in good faith to be valid, we will assess and, where appropriate, restrict, remove or modify the relevant material from the Platform within a reasonable time. We may, at our discretion, notify the affected User.

9.3 Where we receive a credible request from a third-party data source (including without limitation the operator of a service from which a signal is observed) asking that we cease a specific activity with respect to that source, we will assess the request in good faith and may, at our sole discretion, modify or discontinue the relevant activity.

9.4 The procedures in this Section 9 are without prejudice to any rights or remedies the rights holder may have at law. Compliance with this Section 9 does not constitute an admission of liability or wrongdoing.

10Acceptable Use

10.1 You may use the Platform and Services solely for lawful purposes, in accordance with these Terms of Use and the limitations of your Subscription, and only for the internal business purposes for which the Services are designed (namely, the analysis, monitoring, planning and reporting of your own and your competitors' visibility in the Google Discover ecosystem).

10.2 You shall not take any actions which could lead to unauthorized use of the Platform or the Services. The actions you are not authorized to take include, but are not limited to, the circumvention, elimination or limitation of any mechanism possibly serving to the protection of our rights or of any information with respect to the Platform (e.g. our trade marks, watermarks, attribution notices or any other designation).

10.3 Furthermore, during your use of the Platform (or any of its functionalities) and the Services you may not: (10.3.1) use them in a manner likely to unreasonably limit usage by our other customers, including but not limited to burdening the servers on which the Platform is hosted with automated requests outside the interfaces designed for such purpose, or otherwise harm other customers, us, or any third-party systems; (10.3.2) gather, save, enable the transmission to third parties, or enable public access to, the Analytics, Estimated Metrics, Forecasts or any other Service output in a manner that materially redistributes that output as a standalone product to any party that has not entered into a separate license with us; (10.3.3) use the Services or their outputs to build, train, fine-tune, evaluate or improve any product, dataset or model that competes with the Platform in whole or in material part; (10.3.4) gather, save or enable access to content that interferes with copyright, with rights related to copyright or with other intellectual-property rights and/or confidential or any sensitive information; or breaches the applicable legal rules relevant to the protection from hatred for a nation, ethnic group, race, religion, class or another group of people; or relevant to the limitation of rights and freedoms of its members or invasion of privacy, promotion of violence and animosity, gambling or the sales or usage of drugs; or interferes with the rights to the protection of competition law; (10.3.5) gather, save, enable the transmission to third parties or enable access to content that makes conspicuous resemblance to the Platform, Services or third-party applications for the purposes of confusing or deceiving Internet users (phishing); (10.3.6) act in a way that harms our good reputation or authorized interests (including hypertext links to the Platform that harm our good reputation or authorized interests); (10.3.7) disseminate computer viruses or other harmful software via the Platform or in connection with the Platform; (10.3.8) use mechanisms, instruments or computer equipment or processes (including, but not limited to, crypto-mining) that have or could potentially have a negative effect on the operation of devices used by us, on the security of the internet or on Internet users.

10.4 If we determine, in our reasonable discretion, that you are in breach of this clause or these Terms of Use, we may suspend your access to the Platform with immediate effect.

11Disclaimer

11.1 We are not obliged to verify the manner in which you or other Users use the Platform or Services and we shall not be liable for the manner of such usage. We assume that you use the Platform and Services legally and ethically and that you have obtained any necessary permissions or authorizations for your particular use case.

11.2 We shall not be liable for the content of any information that you upload, save or otherwise place on the Platform.

11.3 We shall not be liable for any of your unlawful actions in connection with the usage of the Platform or Services with respect to third parties (e.g. breach of intellectual-property rights, rights to a name or company name, unfair competition, breach of the terms of websites or applications of third parties).

11.4 WE MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY, COMPLETENESS, CALIBRATION OR PREDICTIVE VALUE OF THE PLATFORM, ITS FUNCTIONALITIES, THE SERVICES, THE ANALYTICS, THE ESTIMATED METRICS, THE FORECASTS, OR ANY OTHER CONTENT MADE AVAILABLE THROUGH THE PLATFORM. WE DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE PLATFORM OR SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE, OR WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (B) THE PLATFORM (AND ITS FUNCTIONALITIES) AND SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (C) ANY STORED, MODELLED, ESTIMATED OR FORECASTED VALUE WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PLATFORM OR SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (E) ERRORS OR DEFECTS WILL BE CORRECTED; OR (F) THE PLATFORM OR THE SERVER(S) THAT MAKE THE PLATFORM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE PLATFORM (AND ITS FUNCTIONALITIES) AND SERVICES (INCLUDING BETA OR PRE-RELEASE FEATURES) AND ALL CONTENT ARE PROVIDED TO YOU STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

11.5 We shall not be liable for any defects of the Platform (or its functionalities) or Services arising due to unauthorized interference with the Platform, or use of the Platform in a manner contrary to these Terms. We shall neither be liable for errors or non-function arising due to changes in third-party websites, services, ecosystems, APIs or feeds (including without limitation any change in the Google Discover product, format, ranking algorithm, surface composition, market availability, or content-policy rules).

11.6 You acknowledge that the Platform and the Services may not be available constantly. We may perform planned or unplanned downtime in order to perform inspection, maintenance, update or replacement of hardware or software. Availability may also be limited due to other reasons, including but not limited to power cuts, data-network loss, other failures caused by third parties or to the devices of third parties, or due to force majeure events.

12Indemnity

You agree to indemnify, defend and hold us, our agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g., all relevant partners, licensors, licensees, consultants and contractors) ("Indemnified Persons") harmless from and against any third-party claim, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person, arising out of (a) your use of the Platform or Services; (b) your breach of these Terms of Use; (c) your redistribution, modification or onward use of the Analytics, Estimated Metrics or Forecasts in violation of these Terms; or (d) any business or other decision you, your affiliates or your customers make in reliance on the Services. You acknowledge and agree that each Indemnified Person has the right to assert and enforce its rights under this section directly on its own behalf as a third-party beneficiary.

13Limitation of Liability

13.1 TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, (I) IN NO EVENT SHALL WE BE LIABLE UNDER THESE TERMS FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST TRAFFIC, LOST OPPORTUNITY, LOST GOODWILL OR LOSS OF DATA, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY; AND (II) OUR AGGREGATE LIABILITY TO YOU UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE AMOUNT PAID BY YOU TO US IN THE SIX-MONTH PERIOD PRIOR TO THE EVENT THAT GAVE RISE TO SUCH CLAIM.

13.2 Nothing in this Section 13 is intended to exclude liability for any cause of action that cannot be excluded by applicable law.

14Force Majeure

Without limiting the foregoing, we shall not have any liability for any failure or delay resulting from any condition beyond our reasonable control, including but not limited to changes in third-party algorithms, data formats, surface composition, market availability, content-policy or access-policy of the Google Discover product or any other third-party ecosystem we observe; governmental action; acts of terrorism; earthquake or other acts of God; labor conditions; power failures; Internet disturbances; and third-party service or equipment failures.

15Confidentiality

15.1 During the term of your use of the Platform and for a period of two (2) years following the termination or expiration of your Subscription, each party agrees not to disclose the confidential information of the other party to any third party without prior written consent except as provided herein. Confidential information shall include, but is not limited to: (15.1.1) Subscription account data, including watchlists, tracked entities, custom configurations, pricing information and User content; (15.1.2) any other Platform or Services information or access to technology prior to public disclosure provided by us to you and identified at the time of disclosure in writing as "confidential"; (15.1.3) our methodology, models, signal taxonomies, scoring schemes and Forecast techniques as described in Section 3.2; and (15.1.4) any other information that should reasonably be considered confidential by the receiving party.

15.2 Confidential information does not include information that: (15.2.1) has become publicly known through no breach by a party; (15.2.2) has been independently developed without access to the other party's confidential information; (15.2.3) has been lawfully received from a third party; or (15.2.4) is required to be disclosed by law or by a governmental authority.

15.3 We may immediately suspend your use of the Platform and/or Services if we are contacted by a third party from whose publicly observable signals we derive Analytics, and asked to cease the relevant observation or processing activity. If such an event occurs, we will not disclose your information without a court order mandating us to do so unless we determine in our best judgment that there would be an adverse consequence if we do not. If, however, we receive a court order demanding the release of your information to a third party, we will comply. If such action becomes necessary, you agree to indemnify and hold us and (as applicable) our parents, subsidiaries, affiliates, officers, directors, agents, contractors and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party arising from any complaint, suit, disagreement or other repercussion resulting from your use of the Platform or Services.

15.4 Should any third party claim its rights against us in connection with your actions, we may immediately eliminate any content gathered, saved or disseminated by you from servers used by us. In the event of a judicial dispute with a third party related to your actions, you are obliged to provide us with all necessary cooperation in order to resolve such a dispute successfully and you are also obliged to reimburse continuously any reasonable expenses arising to us due to such a dispute. With respect to this, should an obligation arise to reimburse any claim of a third party, you agree to indemnify us in respect of the full scope of the damages.

16Subscription; Payment Terms

16.1 Within the scope of your user account on the Platform or by means of the Platform, you may order a paid license ("Subscription") to use the Platform (an extended paid version as opposed to any free version that may be available) or other Services in compliance with the up-to-date information and prices provided for the given license or Service on the Platform or as agreed with us individually.

16.2 Any credits, mentions, optimizations, API quotas or other usage allowances included with a plan are usage meters only and are not separate deliverables or performance obligations. Except as otherwise agreed by separate agreement, such allowances are issued to you at the beginning of the Billing Period (i.e., the date of your first payment) and remain usable during that applicable Billing Period only; expire at the end of that Billing Period; are non-refundable and do not roll over (e.g., to the next Billing Period); and may not be transferred.

16.3 You may use the online checkout service on the Platform, or you may also make payment via bank transfer, if you have selected this method of payment during the order process. Payments via bank transfer shall be made in accordance with the instructions supplied to you by us in writing.

16.4 Your orders made by means of the Platform shall be binding. By entering the relevant details of your debit card, credit card or bank details during the order process, you agree that the price of the ordered license, Subscription or Service shall be deducted from the card. The amount you are to pay shall always be deemed paid for when credited to our bank account or our other electronic accounts held with a payment-services provider.

16.5 Unless agreed otherwise, you shall make the payments ("Subscription Fees") for the license to use the Platform on a monthly, quarterly or annual subscription ("Billing Period"). The Billing Period shall commence on the date of your first payment. The Subscription Fees are payable on the first date of the Billing Period for which they are valid. You agree that the Subscription Fees for the relevant Billing Period shall be deducted by us from the debit or credit card the details of which were provided by you when ordering the relevant license. By agreeing to these Terms of Use and purchasing a license, you acknowledge that your license has recurring-payment features and you accept responsibility for all recurring-payment obligations prior to cancellation of your license. We (or our third-party payment processor) will automatically charge you in accordance with the term of your Subscription, on the calendar day corresponding to the commencement of your Subscription, using the payment information you have provided. If you have provided multiple payment methods, we reserve the right to charge the Subscription Fees to any payment method you have provided.

16.6 Should you exhaust the credits or usage allowances included in your plan during your Billing Period, certain plans may permit you to continue using the Services if you agree to pay an "overage" rate, while other plans will require you to "upgrade" before continuing to use the Services. Any "overage" or "upgrade" shall not alter the Billing Period.

16.7 If you exceed your included allowances, we may continue to provide the Services and bill overages at the then-posted in-app rate until the end of the Billing Period.

16.8 We reserve the right to increase the Subscription Fees and/or the cost of usage allowances in a given plan at any time, with effect from the next Billing Period.

16.9 Should you order an upgrade of the license you are currently using, you shall pay the pro-rata difference for the previously paid price of the currently used license and the price of the new license for the remainder of the current Billing Period. The upgrade shall be performed immediately upon payment of the difference. Should you select a downgrade of the currently used license, the granting of such downgrade is at our discretion and you may not request the return of the paid Subscription Fees for the current Billing Period (or its part); until the end of the then-current Billing Period you may use the Subscription for the prior version. Upon the effectiveness of the upgrade or downgrade, the Subscription Fees deducted for the following Billing Period shall correspond to the newly selected Subscription. You may request a change to your Subscription at any time by initiating a change through your account settings. If you choose to downgrade your account and we agree to do so, you may lose access to features or allowances. Toward the end of each Billing Period your API credits, usage allowances and Subscription are reset and we do not refund, roll over or compensate for any unused allowance.

16.10 Refunds, withdrawal rights and cancellations are governed by our Refund Policy, available at https://d2tr.com/refund, which forms part of and is incorporated into these Terms of Use by reference. In the event of any conflict between these Terms of Use and the Refund Policy in respect of refunds, the Refund Policy shall prevail. Where our order process is conducted by an online reseller such as Paddle.com, that reseller is the Merchant of Record for the relevant order, provides customer-service inquiries and handles returns.

16.11 For the avoidance of doubt, Subscription Fees are paid for the right and license to access the Platform and Services. Consequently, non-usage of the Platform and/or Services does not relieve you of any obligation to make payment under these Terms of Use.

16.12 You must pay all amounts due to us under these Terms of Use or otherwise in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law), including the costs of any financial-transfer fees that may be incurred as a result of any payments to us in respect of the Services.

16.13 We may charge interest if you pay late. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the maximum rate permissible by applicable law. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.

16.14 Should you fail to make payment when overdue as stated on any invoice or demand from us, we shall have the right to suspend your access to the Services until payment is made in full along with any applicable interest.

16.15 In the event that payment remains outstanding for more than sixty (60) days, we reserve the right to engage reputable debt-collection agencies to recover monies owed to us. You acknowledge and agree that should this occur we shall be entitled to pass these costs on to you as part of your total debt along with any interest that has accrued.

16.16 You hereby agree to pay all applicable fees and/or charges under these Terms, including interest, any debt-collection fees that we incur as a result of late payment and any applicable taxes or charges imposed by any government entity, and you acknowledge that we may change our pricing at any time. Charges shall be calculated and billing shall be dated solely on the basis of invoicing records maintained by us for billing purposes. No other measurements or statistics of any kind shall be accepted by us or have any effect under these Terms.

17Term, Termination and Variation

17.1 Unless mutually agreed otherwise in writing, the Contract between us shall be for an indefinite period of time. Either we or you may terminate any such agreement for convenience on thirty (30) days' notice by cancelling your user account on the Platform (a user account may be cancelled in the account settings or by contacting support).

17.2 We may terminate the Contract with immediate effect if: (17.2.1) you are delayed in payment of any amounts due to us; or (17.2.2) you breach these Terms of Use in any way whatsoever (including, but not limited to, infringement of our intellectual property, the terms of the license, the acceptable-use rules, or the no-competitor-use rules).

17.3 When terminating the Contract or revoking your user account, we may eliminate any data associated with such user account.

17.4 Termination shall be without prejudice to our accrued rights or your obligations post-termination.

17.5 Upgrades or additional usage (as defined in Section 16) during a Billing Period do not change the renewal or end date of that Billing Period.

17.6 We may make changes to these Terms of Use, including changes that materially adversely affect your Subscription, or changes to pricing mechanics (including overage rates, allowance multipliers and plan structures), provided that, where such changes have a material adverse effect on you and you have a current paid Subscription, the changes will take effect for your Subscription only at the next renewal of your Billing Period.

18Updates to the Platform and/or Services

18.1 If necessary (including but not limited to market development, development of the Platform and related technologies, changes in the third-party ecosystems we observe, and new risks associated with the Platform and the safety of its use), we may unilaterally amend the Platform and the Services without notice to you, provided that such amendment does not materially adversely affect the features of your Subscription. We are not obliged to maintain any particular feature, metric, methodology, latency, coverage or granularity in light of changes by third parties to the ecosystems we observe.

19Links to and from Other Websites

19.1 Our Platform may contain references or links to other sites. Unless expressly stated, these sites are not under our control.

19.2 We assume no responsibility for the content of such websites and disclaim liability for any and all forms of loss or damage arising out of the use of them.

19.3 The inclusion of a link to another site on our Platform does not imply any endorsement of the sites themselves or of those in control of them.

19.4 You may link to our Platform, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not: (19.4.1) establish a link in such a way as to suggest any form of association, approval or endorsement by us, unless otherwise approved by us; (19.4.2) frame our Platform on any other site, nor create a link to any part of our website other than the home page; or (19.4.3) link from any website that contains fraudulent, false, misleading or deceptive information, or defamatory, libellous, obscene, pornographic, vulgar or offensive content, or promotes discrimination, racism, hatred, harassment, harm or violence toward any third party, or promotes illegal or harmful activities.

19.5 If you contravene this Section 19, we reserve the right to withdraw linking permission without notice.

19.6 The Platform is an independent analytics product. It is not affiliated with, endorsed by, sponsored by, or otherwise officially connected to Google LLC or any of its affiliates. "Google", "Google Discover", "Google News", "Google Trends" and related marks are trademarks of Google LLC, used in these Terms only for descriptive and nominative-fair-use purposes.

20Final Provisions

20.1 These Terms and any other contracts and legal relationships concluded by and between us (unless otherwise explicitly provided) shall be governed by the laws of the Hong Kong Special Administrative Region, without regard to its conflict-of-law principles. Any dispute, controversy, or claim arising out of or in connection with these Terms and any other contracts and legal relationships concluded by and between us, including any question regarding their existence, validity, or termination, shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The seat of arbitration shall be Hong Kong. The language of the arbitration shall be English. The arbitration tribunal shall consist of a sole arbitrator. The award rendered by the arbitrator shall be final and binding on the Parties.

20.2 Where we enter into a Contract with you and there is a conflict between any provision of the Contract and these Terms of Use, the specific provision in the Contract shall prevail.

20.3 Should any of the provisions hereof be ascertained as invalid, ineffective or unenforceable, upon mutual agreement such a provision shall be replaced by a provision whose sense and purpose comes as closely as possible to the original provision. The invalidity, ineffectiveness or unenforceability of one provision shall not affect the validity and effectiveness of the remaining provisions hereof.

20.4 We may assign, delegate or transfer our rights or obligations (in whole or in part) under these Terms of Use to an affiliate or in connection with a merger, reorganization, sale of equity or assets, or other change of control of our business. We will provide notice of any such transfer. These Terms of Use bind and inure to the benefit of the parties, our successors and permitted assigns. For the avoidance of doubt, a permitted assignment includes substitution of the contracting entity, and your continued use after notice constitutes acceptance of the assignee as the contracting entity. You may not assign or transfer your rights or obligations under these Terms of Use without our prior written consent.

20.5 No failure or delay by us to exercise any right or remedy will operate as a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

20.6 This Agreement is the entire agreement between you and us concerning your use of the Platform and the Services and supersedes all prior proposals and agreements, whether oral, written or electronic. In the event of any conflict between the terms of this Agreement and any terms posted elsewhere on the Platform or in any other document, the terms of this Agreement shall prevail. No terms in any purchase order or order documentation are incorporated into or form any part of this Agreement.