These Terms of Service (these “Terms”) constitute a binding legal agreement between the entity that has entered into an Order Form or otherwise subscribes for the Service (“Customer”) and LiftWize DataStream Limited, a company incorporated and registered under the laws of Ireland (“LiftWize”). These Terms govern the Customer’s access to and use of the online B2B SaaS marketing data analysis and attribution platform provided by LiftWize.

Customer and LiftWize may be referred to individually as a “Party” and collectively as the “Parties.”

1. Definitions

• 1.1 “Affiliate” means any legal entity in which either Party directly or indirectly holds more than 50% of the legal entity’s shares or voting rights.

• 1.2 “Agreement” means the Order Form and all annexes incorporated into the Order Form, including these Terms and the Data Processing Agreement (DPA).

• 1.3 “Authorized Users” means the employees, agents, and contractors of the Customer or its Affiliates whom the Customer authorizes to use the Services in accordance with the Agreement.

• 1.4 “Confidential Information” means all information provided by a Party to this Agreement to the other Party that is marked or designated as “confidential” or “proprietary,” or would otherwise reasonably be deemed to be confidential given the nature of the information, regardless of whether such information is in writing or verbal.

• 1.5 “Custom Connector(s)” means data connectors built by the Customer using the configuration tools or APIs provided by LiftWize via the Service to access Third-Party Platforms.

• 1.6 “Customer Data” means all data, personal data, marketing performance metrics, or other information that the Customer, or another party on the Customer’s behalf, provides or routes to LiftWize for the purpose of providing the Service.

• 1.7 “Export and Sanctions Laws” means all applicable import, export control, and sanctions laws, including without limitation, the laws of Ireland, the European Union, the United States, and the United Nations.

• 1.8 “Feedback” means comments, suggestions, ideas, feature requests, or optimization insights provided by the Customer in the form of email or other submissions to LiftWize.

• 1.9 “Force Majeure Event” means an event which occurs due to circumstances beyond the reasonable control of either Party, including natural disasters, acts of God, war, terrorism, civic strikes, or nationwide telecommunication disruptions.

• 1.10 “Marketing Agency Customer” means a Customer whose business is to provide marketing, advertising, or analytics services to Marketing Agency Clients.

• 1.11 “Marketing Agency Client” means the downstream customers of a Marketing Agency Customer who receive marketing services directly from the Marketing Agency Customer.

• 1.12 “Order Form” means the contract, online checkout portal, or subscription confirmation through which the Customer has purchased a license to use the Service.

• 1.13 “Registration Data” means information required by registration forms provided by LiftWize to enable an Authorized User to create an account and access the Service.

• 1.14 “Service” means the online, SaaS-based marketing analytics services, downloadable software components, dashboards, and accompanying documentation provided by LiftWize to the Customer via liftwize.com and its subdomains.

• 1.15 “Taxes” means all applicable sales, use, value-added (VAT), excise, property, withholding, or similar taxes and any related tariffs or customs duties.

• 1.16 “Third-Party Platforms” means any platforms, websites, software, or services provided by third parties from which the Customer gathers data, provides data to, analyzes data with, or generates data from through the Service (e.g., Google Ads, Meta Ads, TikTok Ads, data warehouses).

2. The Service

• 2.1 Scope of Functionality. The Service enables Customers to collect, manage, analyze, and activate Customer Data, and to link Third-Party Platforms as data sources into other Third-Party Platforms as data destinations using pre-built connectors or Custom Connectors.

• 2.2 Third-Party Consents. To use the Service, the Customer must ensure that they have obtained any necessary licenses, API tokens, or privacy consents needed for its use of Third-Party Platforms. The Customer is solely responsible for its contractual relationships with Third-Party Platforms. LiftWize does not assume any liability for such Third-Party Platforms, including their uptime, actions, omissions, API changes, or data structures.

• 2.3 Delivery. The Service is provided only electronically, both through user interfaces integrated onto Third-Party Platforms (such as add-ins or add-on functionalities) and through cloud interfaces hosted by LiftWize at app.liftwize.com.

3. Account Registration

• 3.1 Responsibility for Users. The Customer may permit Authorized Users to use the Service. The Customer remains fully responsible for its Authorized Users' compliance with the Agreement and any breaches caused by Authorized Users.

• 3.2 Registration Rules. All Authorized Users must register to use the Service. The Customer agrees to, and will cause all Authorized Users to:

  • 3.2.1 Provide accurate, current, and complete Registration Data;

  • 3.2.2 Maintain the security of, and not share with any third party, any logins, passwords, or credentials used to access the Service;

  • 3.2.3 Promptly update Registration Data to keep it accurate, current, and complete; and

  • 3.2.4 Notify LiftWize immediately of any unauthorized account use or security breach by emailing security@liftwize.com.

4. Fees and Payment

• 4.1 Currency & Increases. In consideration of LiftWize’s provision of the Service, the Customer shall pay the fees specified in Euros (€) as outlined in the Order Form. If the Customer’s subscription automatically renews or was purchased as a self-serve subscription on the LiftWize website, LiftWize reserves the right to increase the fees by eight percent (8%) annually after the initial Subscription Term, applied at each renewal date. If the length of the renewal term is not specified in the Order Form, it shall default to a period of 12 months. Late payments shall incur a late fee of 1.5% per month, or the maximum amount permitted by applicable law, whichever is greater.

• 4.2 Collection Costs & Suspension. The Customer shall reimburse LiftWize for any reasonable costs incurred in collecting late payments, including collection agency and attorneys’ fees. Additionally, LiftWize has the right to suspend the Customer’s data streams and dashboard access until all outstanding fees are paid in full.

• 4.3 Tax Liabilities. Fees set forth in an Order Form do not include Taxes. The Customer is responsible for the payment of all applicable Taxes. Where a tax authority requires LiftWize to pay Taxes that were the Customer's responsibility, LiftWize will bill the Customer, and the Customer will immediately reimburse LiftWize. If the Customer is legally obliged to withhold income or corporate tax from gross payments, the Customer may deduct such tax at the minimum legal rate, provided they supply LiftWize with a valid official withholding tax certificate within a reasonable timeframe.

• 4.4 Self-Service Pricing. For self-service Customers who purchase a subscription directly through the website without a custom Order Form, LiftWize reserves the right to modify fees at any time by providing notice on the website or within the application interface.

• 4.5 Passive API Cost Adjustments. If LiftWize incurs additional infrastructural costs in providing the Service due to a direct change in the operating model, pricing structure, or API access terms of an underlying Third-Party Platform, LiftWize may, upon giving the Customer fourteen (14) days' prior written notice, increase the subscription fees to reflect such unexpected operational costs.

5. Access and Use Restrictions

• 5.1 License Grant. LiftWize hereby grants the Customer a non-transferable, non-exclusive, revocable, worldwide right to access and use the Service, subject to continuous compliance with this Agreement and timely payment of fees. The license is limited strictly to internal business purposes. The Customer must ensure each Authorized User's credentials are used by only one individual.

• 5.2 Marketing Agency Terms. The following specific rules apply to Marketing Agency Customers:

  • 5.2.1 They may use the Service on behalf of active Marketing Agency Clients.

  • 5.2.2 They may share reports generated by the Service with Marketing Agency Clients, provided such reports are used for internal evaluation.

  • 5.2.3 Marketing Agency Clients must agree to use such reports strictly for internal business evaluation.

  • 5.2.4 The agency may not use the Service to transfer data directly to a Marketing Agency Client’s custom data warehouse, data lake, or dedicated server environment without an elevated enterprise subscription tier or separate written agreement with LiftWize.

  • 5.2.5 The agency shall not grant direct platform login credentials to Marketing Agency Clients.

• 5.3 Fair Usage. Access is governed by specific client, data source, and query volume limits, including the LiftWize Fair Usage Policy.

• 5.4 Explicit Restrictions. The Customer will not, will not attempt to, and will not encourage any third party to:

  • 5.4.1 Reverse engineer, disassemble, decompile, decode, or exploit the Service, or attempt to derive the source code of any software component of the platform;

  • 5.4.2 Modify or create derivative works of the Service, in whole or in part;

  • 5.4.3 Use the Service in any manner that infringes, misappropriates, or violates the intellectual property or privacy rights of a third party;

  • 5.4.4 Interfere with or disrupt the security or integrity of the Service or the data pipelines contained within it;

  • 5.4.5 Scrape, crawl, or use automated means to copy data or content from the platform without express written permission;

  • 5.4.6 Circumvent or bypass perimeters employed to prevent or limit access to the Service;

  • 5.4.7 Take actions that impose an unreasonable or disproportionately large load on LiftWize's cloud infrastructure;

  • 5.4.8 Deep-link to any portion of the dashboard for commercial purposes without explicit permission;

  • 5.4.9 Frame, mirror, sell, resell, rent, or lease any portion of the Service into another application or website without prior written authorization;

  • 5.4.10 Knowingly input any virus, malware, worm, or harmful code into the Service data pipelines;

  • 5.4.11 Use the Service or LiftWize Confidential Information for competitive benchmarking, market analysis, or to develop, commercialize, or sell a directly competing marketing data attribution product; or

  • 5.4.12 Violate any applicable local, national, or international laws or regulations.

• 5.5 Suspension Rights. LiftWize may instantly suspend any Authorized User's access or terminate the Agreement if LiftWize has reasonable grounds to believe the Customer is violating these Terms or abusing the platform. If usage regularly exceeds Fair Usage thresholds, LiftWize reserves the right to bill the Customer for overages at its standard rates upon prior written notice.

6. Third-Party Platforms, Data and Content

• 6.1 Connectors Portfolio. The array of Third-Party Platforms from which data can be gathered or sent is determined by LiftWize at its sole discretion. LiftWize may change, add, or deprecate specific pre-built connectors during the Term to adapt to external market conditions.

• 6.2 Content Liability Disclaimer. LiftWize assumes no liability whatsoever for the actual data metrics or content collected from external Third-Party Platforms.

• 6.3 Compliance Obligations. The Customer is solely responsible for verifying they possess the legal right to extract and process data using the Service. The Customer must secure all required tracking consents from web visitors before deploying conversion pixels or data scripts.

• 6.4 Third-Party Terms. The Customer agrees to fully comply with all applicable terms and conditions enforced by the third-party ad networks and destinations they connect to the Service.

• 6.5 External Hyperlinks. The Service may contain links to third-party web pages that do not form part of the native LiftWize ecosystem. LiftWize does not monitor, endorse, or guarantee the completeness or accuracy of external web content.

7. Modifications to the Service

• 7.1 System Evolution. The Customer acknowledges that LiftWize may make modifications, feature updates, or optimization adjustments to the SaaS platform during the Term without prior notice. LiftWize will use reasonable efforts to communicate material changes in advance.

• 7.2 Reduction in Functionality. If the Customer believes a platform modification results in a material reduction of core functionalities, they should notify LiftWize. If LiftWize, in its reasonable discretion, agrees that a material reduction has occurred, the Parties will work in good faith to establish a suitable remedy (e.g., providing an alternative data path or custom connector access).

8. Subcontractors

• 8.1 Engagement. LiftWize may engage third-party subcontractors to perform operational tasks under the Agreement, provided LiftWize remains fully liable for their performance. Notwithstanding the foregoing, LiftWize shall not be held liable for the independent acts or infrastructure outages of its primary upstream hosting providers (e.g., AWS, Google Cloud) or public telecommunication routing services, other than as mandated by Data Privacy Laws.

9. Term and Termination

• 9.1 Validity. This Agreement continues in full force and effect during the subscription term and subsequent renewal periods specified in the Order Form. Upon expiration or termination, the Customer must immediately cease using the platform and sever all active API linkages.

• 9.2 Immediate LiftWize Termination. LiftWize may immediately terminate the Agreement or suspend access if:

  • 9.2.1 Continued use of the Service may, in LiftWize’s reasonable discretion, result in material security harm to the platform, its infrastructure, or other customers;

  • 9.2.2 Customer or an Authorized User inputs data in direct violation of applicable laws, builds malicious Custom Connectors, or systematically breaches the provisions of Section 5; or

  • 9.2.3 Any subscription fees remain unpaid fifteen (15) days after their designated due date.

• 9.3 Termination for Material Breach. Either Party may terminate the Agreement upon written notice if the other Party:

  • 9.3.1 Commits a material breach of its obligations and fails to remedy it within thirty (30) days of receiving formal written notification; or

  • 9.3.2 Enters bankruptcy, undergoes liquidation, becomes insolvent, or makes an assignment for the benefit of creditors.

• 9.4 Refund Rules. If the Customer terminates the Agreement due to an uncured material breach by LiftWize under Section 9.3.1, the Customer shall be entitled to a pro-rata refund of the unused portion of any prepaid subscription fees calculated from the termination date. In the event of a termination by LiftWize due to a Customer default under Sections 9.2 or 9.3, the Customer shall forfeit all prepaid fees.

10. Feedback

• 10.1 License to Ideas. Any Feedback provided by the Customer is entirely non-confidential. The Customer hereby grants LiftWize a non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, implement, and commercialize such Feedback for any business purpose without financial compensation or attribution.

11. Trademarks

• 11.1 Brand Ownership. The “LiftWize” name, company logos, and product slogans are proprietary trademarks of LiftWize and its licensors, and may not be copied, imitated, or used, in whole or in part, without prior written consent. All third-party corporate marks mentioned within the platform interface remain the exclusive property of their respective owners.

• 11.2 Marketing Permission. LiftWize may include the Customer’s corporate name and company logo in promotional materials, website customer lists, case studies, and sales presentations to identify the Customer as an active client.

12. Intellectual Property Rights

• 12.1 Platform Ownership. LiftWize owns all right, title, and interest, including all global intellectual property rights, in and to the SaaS platform, data parsing models, and user interfaces. For any Custom Connectors developed by the Customer using LiftWize tools, the Customer is granted a non-exclusive, royalty-free, worldwide right to use those configurations solely within the platform. Any underlying structural IP or framework modifications pertaining to Custom Connectors shall belong to LiftWize.

• 12.2 Data Ownership. The Customer retains absolute ownership, title, and all intellectual property rights in and to the raw Customer Data fed into the platform.

• 12.3 Reservation. Except for the express operational rights granted herein, no other intellectual property rights are transferred, either express or implied, and all rights are strictly reserved.

13. Confidential Information

• 13.1 Non-Disclosure. The Parties agree not to disclose to any third party any Confidential Information received from the other Party, except as explicitly outlined in this Agreement.

• 13.2 Authorized Disclosure. Each Party may share the other Party’s Confidential Information with its direct employees, officers, advisors, or subcontractors who have a legitimate "need to know" to fulfill contractual obligations, provided they are bound by appropriate statutory or contractual confidentiality covenants.

• 13.3 Pricing Privacy. The Parties explicitly agree to keep the specific commercial pricing models and custom financial discounts set forth in an Order Form confidential from third parties.

• 13.4 Legal Compulsion. A Party may disclose Confidential Information if required to do so by a binding court order or government authority. Where legally permissible, the receiving Party must provide prompt written notice to the owner of the Confidential Information before disclosure occurs to allow them to seek protective relief, and must inform the demanding authority that the data is subject to strict confidentiality.

• 13.5 Exclusions. Confidentiality obligations do not apply to information that:

  • 13.5.1 Is or becomes publicly available through no fault of the receiving Party;

  • 13.5.2 Can be proven to be already known prior to disclosure;

  • 13.5.3 Is received from an independent third party without confidentiality restrictions; or

  • 13.5.4 Is independently developed without reference to or reliance upon the disclosing Party's Confidential Information.

14. Processing of Personal Data

• 14.1 DPA Execution. LiftWize will process personal data contained within Customer Data strictly as a data processor or sub-processor in full alignment with the provisions set forth in Annex 1 (Data Processing Agreement).

15. Permitted Use

• 15.1 Platform Optimization. Where permitted under applicable Data Privacy Laws, LiftWize may use Customer Data and telemetry logs derived from platform utilization to: (i) detect and mitigate security incidents; (ii) protect against fraudulent or illegal network activity; (iii) enhance, improve, and support the core Service features; and (iv) identify other analytics solutions that may be highly relevant to the Customer.

• 15.2 Anonymized Benchmarks. LiftWize may utilize data derived from platform processing to compile macro industry statistics and public benchmarks, provided the data is maintained in a strictly aggregated, de-identified form that can under no circumstances reveal the specific identity of the Customer, their business, or individual Data Subjects.

16. Warranties

• 16.1 Mutual Authority. Each Party represents and warrants to the other that it possesses the full corporate power, legal authority, valid standing, and authorized signatures necessary to enter into and execute its obligations under this Agreement.

• 16.2 General Disclaimer. THE CUSTOMER’S USE OF THE SERVICE AND ANY ANALYTICAL DATA EXTRACTED THROUGH IT IS AT THE CUSTOMER’S SOLE RISK. LIFTWIZE DOES NOT WARRANT THAT THE OPERATION OF THE PIPELINES WILL BE COMPLETELY UNINTERRUPTED, ERROR-FREE, OR FULLY IMMUNE TO TEMPORARY API DISRUPTIONS IMPOSED BY THIRD-PARTY AD NETWORKS. NO INFORMAL ADVICE OR TECHNICAL GUIDANCE PROVIDED BY LIFTWIZE REPRESENTATIVES SHALL CREATE ANY ADDITIONAL WARRANTY NOT EXPLICITLY STATED IN THESE TERMS.

• 16.3 Warranty Exclusion. EXCEPT FOR EXPRESS WARRANTIES CONTAINED HEREIN, LIFTWIZE DISCLAIMS ALL WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY LAW, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, WORKMANLIKE EFFORT, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.

17. Indemnification

• 17.1 LiftWize IP Indemnity. LiftWize will defend, indemnify, and hold harmless the Customer from against damages and legal costs finally awarded against the Customer resulting from a third-party lawsuit alleging that the native SaaS technology developed by LiftWize directly infringes an active copyright, trademark, or issued patent. This indemnity does not apply if the claim arises from:

  • 17.1.1 The combination or modification of the Service by the Customer with any external hardware or software not provided by LiftWize;

  • 17.1.2 Use of Custom Connectors or independent third-party data endpoints; or

  • 17.1.3 Operations conducted in direct violation of the usage restrictions outlined in Section 5.

• 17.2 Intellectual Property Remedies. If an IP infringement claim is brought or is likely to be brought, LiftWize may, at its own expense, either secure the legal right for the Customer to continue using the Service or modify the platform to render it non-infringing without reducing core features. If these remedies are commercially unfeasible, LiftWize may terminate the Agreement upon written notice and issue a pro-rata refund of any prepaid, unused subscription fees. This section states LiftWize’s entire liability regarding third-party intellectual property infringement.

• 17.3 Customer Indemnity. The Customer will defend, indemnify, and hold harmless LiftWize, its Affiliates, and subcontractors from and against any costs, damages, expenses, and liabilities (including reasonable legal fees) arising out of third-party claims or regulatory actions against LiftWize relating to:

  • 17.3.1 Any direct breach by the Customer or its Authorized Users of the platform use restrictions outlined in Section 5;

  • 17.3.2 Any data, content, or tracking identifiers piped into the Service, including claims alleging actual or potential violations of third-party intellectual property or privacy rights (due to lack of proper user tracking consent);

  • 17.3.3 The commercial operation of the Customer's independent products or marketing campaigns; or

  • 17.3.4 Acts of gross negligence, willful misconduct, or fraud committed by the Customer.

• 17.4 Indemnification Procedure. The indemnification obligations are strictly conditioned upon the indemnified Party providing immediate written notice of the claim, granting the indemnifying Party exclusive control over the defense and settlement of the lawsuit (provided no settlement admits fault or liability without prior consent), and reasonably cooperating in the defense. The indemnified Party may participate in the defense at its own cost using counsel of its choice.

18. User Directed Modifications, Forecasts & Insights

18.1 User Authorization & Execution. The Service may offer features that allow you to modify parameters within your connected third party advertising accounts, including but not limited to Google Ads, such as adjusting daily budget caps, bidding strategies, Target CPA, Target ROAS, or manual bids (collectively, "Account Modifications"). You acknowledge and agree that:

(a) All Account Modifications executed through the Service, whether triggered via manual input, one click actions, deep link navigation, or automated rules, are executed strictly at your explicit direction and authorization;

(b) You remain solely responsible for reviewing, verifying, and confirming all proposed parameters, bid targets, and budget thresholds prior to execution; and

(c) LiftWize acts solely as a technical intermediary facilitating your user directed commands.

18.2 Projections, AI Insights & Unit Economics. The Service provides algorithmic projections, budget simulations, profit forecasts, and strategic insights, including "Profit Finder" metrics and "Counterfactual Liftoff" estimates. The Service may also provide automated recommendations, strategic initiatives, advisory insights, or content generated directly or indirectly by Large Language Models ("LLMs"), Artificial Intelligence ("AI") agents, or machine learning models (collectively, "AI Recommendations"). Additionally, the Service allows you to input custom financial data and unit economics ("User-Provided Unit Economics") applied at the account, campaign group, or campaign level. You acknowledge and agree that:

(a) All projections, estimates, simulations, and AI Recommendations are purely analytical tools provided for informational purposes only and do not constitute professional financial, marketing, or legal advice;

(b) You are solely responsible for evaluating, verifying, and validating the accuracy of any data, forecast, recommendation, or AI output prior to taking any action; and

(c) You retain sole and exclusive responsibility for any decision to adopt, reject, or execute any strategy or Account Modification based on the Service's outputs.

18.3 Explicit Non-Liability for Data, Recommendations & Account Modifications.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LIFTWIZE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL HAVE ZERO LIABILITY FOR ANY ACCOUNT MODIFICATIONS OR BUSINESS ACTIONS TAKEN BY YOU, OR TAKEN AUTOMATICALLY AT YOUR DIRECTION, IN RELIANCE UPON ANY DATA, FORECAST, PROJECTION, SIMULATION, OR RECOMMENDATION GENERATED BY THE SERVICE.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT SHALL LIFTWIZE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH:

(A) ANY ACCOUNT MODIFICATIONS, INCLUDING BUT NOT LIMITED TO BID OR BUDGET ADJUSTMENTS, MADE, ATTEMPTED, OR EXECUTED AS A RESULT OF, IN RESPONSE TO, OR IN RELIANCE UPON ANY RECOMMENDATION, DATA POINT, PROJECTION, FORECAST, PROFIT METRIC, OR OUTPUT DERIVED DIRECTLY OR INDIRECTLY FROM THE SERVICE, INCLUDING OUTPUTS FROM LLMs AND AI AGENTS;

(B) ADVERTISING SPEND OVERAGES, UNINTENDED BID OR BUDGET SETTINGS, CAMPAIGN DELIVERY THROTTLING, OR LOST PROFITS;

(C) ANY FLUCTUATIONS IN AD PERFORMANCE, LOSS OF CONVERSIONS, OR AD ACCOUNT SUSPENSIONS OR RESTRICTIONS RESULTING FROM ANY ACCOUNT MODIFICATIONS;

(D) ANY INACCURACIES, OMISSIONS, OR ERRORS IN USER-PROVIDED UNIT ECONOMICS OR THIRD PARTY API DATA APPLIED AT ANY ACCOUNT, CAMPAIGN GROUP, OR CAMPAIGN LEVEL; OR

(E) SERVICE DISRUPTIONS, API RATE LIMITS, OR LATENCY IN INGESTING DATA FROM OR TRANSMITTING DATA TO THIRD PARTY ADVERTISING PLATFORMS.

• 18.4 Audit Trails & Verification Logs. LiftWize logs user authorizations, timestamps, IP addresses, and parameter payloads for all Account Modifications initiated through the Service. You agree that LiftWize’s system records shall serve as conclusive evidence of your authorization for any initiated Account Modification.

19. Limitation of Liability

• 19.1 Consequential Damages Waiver. NEITHER PARTY NOR ITS UPSTREAM UPSTREAM SUPPLIERS SHALL BE HELD LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF CUSTOMER DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN RELATION TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

• 19.2 Liability Cap. LIFTWIZE’S MAXIMUM CUMULATIVE FINANCIAL LIABILITY FOR ALL CLAIMS BROUGHT UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE STRICTLY LIMITED TO ONE HUNDRED PERCENT (100%) OF THE TOTAL SUBSCRIPTION FEES PAID BY THE CUSTOMER TO LIFTWIZE DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM. FOR ACCOUNTS UTILIZING A FREE TRIAL, ACCELERATOR LAUNCH PLAN, OR EARLY BETA PERIOD, LIFTWIZE'S TOTAL COMBINED LIABILITY SHALL NOT EXCEED €100.

• 19.3 Gross Negligence & Law. The financial limitations and liability exclusions set forth in this Section 18 do not apply to damages resulting from a Party's proven gross negligence, willful misconduct, intentional fraud, or liabilities that cannot be lawfully limited or excluded under applicable Irish law.

20. Governing Law and Dispute Resolution

• 20.1 Governing Law. This Agreement, its interpretation, and any non-contractual obligations or disputes arising out of or in connection with it shall be governed by and construed exclusively in accordance with the laws of Ireland, without giving effect to any principles of conflicts of law or the United Nations Convention on Contracts for the International Sale of Goods.

• 20.2 Jurisdiction. Any dispute, controversy, difference, or claim arising out of or relating to this contract, including its existence, validity, performance, interpretation, breach, or termination, shall be subject to the exclusive jurisdiction of the courts of Ireland.

21. Other Terms

• 21.1 Force Majeure Relief. Neither Party will be held responsible for failures or delays in executing contractual obligations (except for outstanding payment duties) due to a validated Force Majeure Event.

• 21.2 No Waiver. A Party's failure to enforce a specific provision in a particular circumstance does not constitute a permanent waiver of its right to enforce that provision in future instances.

• 21.3 Independent Contractors. This Agreement does not establish any agency, partnership, joint venture, employment, or fiduciary relationship between LiftWize and the Customer. Neither Party has the authority to legally bind or act on behalf of the other.

• 21.4 Severability. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that specific provision shall be severed, and the remaining terms shall continue in full force and effect.

• 21.5 Headings. Section headings and titles are utilized purely for structural convenience and hold no contractual or legal effect.

• 21.6 Assignment. Either Party may assign this Agreement without prior consent to a successor entity in connection with a corporate merger, consolidation, restructuring, or the sale of substantially all of its operational assets. LiftWize retains the unrestricted right to assign this Agreement to any of its direct global Affiliates.

• 21.7 Entire Agreement. The Agreement constitutes the absolute and exclusive agreement between the Parties regarding LiftWize subscription services, superseding all prior verbal discussions, email negotiations, or conflicting terms included on Customer purchase orders.

• 21.8 Distribution of Updates. LiftWize may update these Terms from time to time by posting the revised text on its website at liftwize.com/terms-of-service. Continued interaction with the platform constitutes legal acceptance of the updated terms.

• 21.9 Export Compliance. Both Parties will fully comply with Export and Sanctions Laws. The Customer warrants that it, its Affiliates, and its Authorized Users are not located in, incorporated within, or accessing the Service from any globally sanctioned regions (including Cuba, Iran, North Korea, Syria, Belarus, Russia, and the Crimea, Donetsk, and Luhansk regions of Ukraine).

22. Notices

• 22.1 Communication Channels. Any formal legal notices under this Agreement shall be dispatched via email or verified physical mail to the addresses provided within the Order Form or account settings.

• 22.2 Electronic Consent. By accessing the Service, the Customer explicitly consents to receiving electronic operational communications, account updates, and system alert notices from LiftWize.

23. Early Access Service

• 23.1 Beta Disclaimers. LiftWize may occasionally offer the Customer access to pre-release, experimental, or pilot features (each an "Early Access Service"). The Customer explicitly acknowledges and agrees that:

  • 23.1.1 The Early Access Service has not been commercially cleared or validated for global public release;

  • 23.1.2 Features may contain coding bugs, tracking discrepancies, or system errors;

  • 23.1.3 The metrics pulled during Early Access testing may contain architectural anomalies; and

  • 23.1.4 LiftWize is under no legal obligation to release a commercial version of the early feature, and standard platform Service Level Agreements (SLAs) or data processing speeds do not apply.

• 23.2 Discontinuation. LiftWize may suspend or discontinue an Early Access Service at any time without liability. Early Access functionalities are provided strictly on an “as is” basis at the Customer's own risk.

24. Custom Connectors

• 24.1 Configuration Liability. If the Customer configures Custom Connectors to pull data from bespoke endpoints, the Customer is solely liable for accessing and maintaining the operational stability of those custom linkages.

• 24.2 Non-Infringement. The Customer warrants that its Custom Connectors do not violate the intellectual property, data access terms, or API policies of any third-party network.

• 24.3 Parallel Development. Notwithstanding the Customer's configuration of any Custom Connector, LiftWize reserves the complete right to independently develop, offer, and distribute its own native pre-built connectors for the same or similar marketing platforms at any time without restriction or obligation to the Customer.

25. Third-Party AI Features

• 25.1 AI Architecture. LiftWize may introduce predictive attribution or automated visualization tools that utilize third-party artificial intelligence engines (“Third-Party AI Features”). The Customer's engagement with these specific intelligent systems is governed by these Terms alongside the supplementary LiftWize AI Terms of Use accessible at liftwize.com/ai-terms.

26. EU Data Act

• 26.1 If Customer is an entity incorporated in the European Union (EU) or European Economic Area (EEA) the following additional terms in relation to Regulation (EU) 2023/2854 apply: https://www.liftwize.com/legal/eu-data-act-addendum

Annex 1 – Data Processing Agreement (“DPA”)

1. Definitions

• 1.1 “CCPA” means the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act (CPRA).

• 1.2 “Data Privacy Laws” means any applicable data protection legislation with regard to the processing of Personal Data under the DPA.

• 1.3 “Data Subject” means an identified or identifiable natural person as defined by applicable Data Protection Law.

• 1.4 “EU Standard Contractual Clauses” means the unchanged standard contractual clauses published by the European Commission, reference 2021/914, or any subsequent final version thereof.

• 1.5 “GDPR” means the General Data Protection Regulation (EU) 2016/679.

• 1.6 “Personal Data” means any information relating to a Data Subject that is protected by Data Protection Law, provided that it has been entered into the Service by Customer or its Authorized User, or otherwise retrieved via data connectors on behalf of the Customer to provide the Service.

• 1.7 “Subprocessor” means any third-party authorized by LiftWize to process Personal Data as set out in this DPA.

• 1.8 “UK GDPR” means the GDPR as it forms part of the law of England and Wales by virtue of the European Union (Withdrawal) Act 2018.

2. Background

• 2.1 Applicability. This Data Processing Agreement (“DPA”) is an annex to and forms an inseparable part of the Agreement between the Customer and LiftWize, regarding Customer’s use of the Service.

• 2.2 Nature and Purpose of Processing. The agreed Service delivery may include processing of Personal Data by LiftWize and its Subprocessors, on behalf of the Customer, within the scope described in the Agreement. The nature and purpose of Processing are further detailed under section 4.2. The purpose of this DPA is to set the terms and conditions governing such processing by LiftWize on behalf of the Customer in compliance with the requirements set by Data Privacy Laws.

• 2.3 Scope of Processing. LiftWize may only process Personal Data on behalf of the Customer for the provision of the Service set forth in the Agreement. LiftWize may not otherwise process or use Personal Data for purposes other than those set forth in this DPA or as reasonably instructed by the Customer in writing where such instructions are consistent with the terms of the Agreement.

3. Term and Termination of this DPA

• 3.1 Term. This DPA shall become effective upon execution of the main Agreement or Order Form by both parties and shall remain in force during the validity of the Agreement and thereafter for as long as necessary for the finalization of the agreed processing and deletion of Personal Data.

4. Processing of Personal Data

• 4.1 Governance. For the sake of clarity, it is noted that in relation to the Personal Data processed under this DPA, LiftWize acts as a data processor or second data processor (a so-called sub-processor), and the Customer acts as a data controller or first data processor (to the extent LiftWize processes personal data for which a customer of the Customer is considered controller).

• 4.2 Details of Processing. The nature and purpose of Processing, the types of Personal Data and categories of Data Subjects are solely determined by Customer through its use of the Service and typically include the following:

Categories of Data Subjects

• Customer

• Customer's Authorized Users

• Clients and/or Prospects of the Customer

Types of Personal Data

• Online identifiers, such as cookie identifiers, internet protocol (IP) addresses, and device identifiers; coarse or precise location data; client identifiers.

• Contact details, such as names, email addresses, phone numbers, and addresses.

• Data relating to individuals provided to LiftWize via the Services by (or at the direction of) the Customer, including to create and collaborate on reports, graphs, and attribution charts.

• Event data and CRM data relating to individuals provided to LiftWize via the Services by (or at the direction of) the Customer, such as data about data subjects and the actions they take on or in relation to specific websites, apps, services, or applications.

• Financial and transactional details such as marketing spend, accounting, sales, orders, invoices, payments, and items purchased provided to LiftWize by or at the direction of the Customer.

• Other personal data submitted to the Services by (or at the direction of) the Customer within the scope of the Agreement.

Special Categories Constraint: Customer may only collect or route Special Categories of Personal Data where mutually agreed with LiftWize in a formal written Order Form. "Special Categories" of Personal Data shall have the same meaning as provided by applicable Data Privacy Laws.

Nature and Purpose of Processing

• Collection from third-party data sources via APIs or similar interfaces, as instructed by the Customer; this might include data collected through cookies, only where applicable for data analytics and attribution use cases.

• Secure transmission from source systems (e.g., marketing platforms, ad networks, CRMs) to LiftWize’s systems and/or to other destinations designated by the Customer (e.g., Customer-controlled storage environments, third-party platforms, BI tools), for the provision of the Services.

• Temporary caching limited to what is necessary to ensure efficient operation and speed of the Services, with strict encryption at rest.

• Storage within a third-party cloud storage environment, for the duration of the agreement or as otherwise determined by the Customer, with full encryption at rest.

• Deletion, including automated deletion of cached data and deletion upon termination of the Services, or earlier upon Customer instruction, in accordance with agreed retention periods.

• Access for customer support purposes, limited to what is necessary to investigate, diagnose, and resolve technical support requests relating to the Services.

• Other forms of processing in accordance with Customer’s instructions, including aggregating, formatting, reporting, activating, analyzing, and other transformations required to deliver the marketing analytics Services.

• 4.3 Customer Instructions. This DPA with the Agreement and Customer’s use of the Service constitutes the complete instructions in accordance with which any such Personal Data is processed.

  • 4.3.1 LiftWize shall not process Personal Data for any other purpose or otherwise deviate from the Customer’s instructions, unless required to do so by Data Privacy Laws to which LiftWize is subject, in which case LiftWize shall, to the extent legally permissible, inform the Customer of that legal requirement before carrying out such processing.

  • 4.3.2 If LiftWize believes an instruction from the Customer is in breach of applicable data protection legislation or otherwise lacks instructions which, in LiftWize's assessment, are necessary to perform the processing of Personal Data in accordance with this DPA or applicable data protection legislation, LiftWize shall promptly inform the Customer thereof and await further necessary instructions.

5. Responsibilities of the Customer

• 5.1 Data Privacy Laws. The Customer is the owner of its Personal Data and is responsible for its accuracy, legality, integrity, and content reliability. Customer shall, in its use of the Services, process Personal Data in accordance with the requirements of Data Privacy Laws and Customer will ensure that its instructions for the processing of Personal Data shall comply with Data Privacy Laws. Customer is responsible for ensuring that a valid legal basis exists for the processing of Personal Data, including obtaining the Data Subject’s consent where required under applicable data protection laws. Customer is solely liable for its compliance with Data Privacy Laws in its use of the Services. Customer must provide a written notification to LiftWize without undue delay if it believes this DPA and Customer’s written instructions do not fulfill requirements of applicable Data Privacy Laws.

6. Assistance to the Customer

• 6.1 Cooperation. LiftWize will assist the Customer in ensuring compliance with their obligations under Article 32 (security of processing), Article 33 (notification of personal data breaches to supervisory authorities), Article 34 (communication of personal data breach to data subjects), Article 35 (data protection impact assessments) and Article 36 (prior consultation) of the GDPR, taking into account the nature of processing and the information available to LiftWize, by providing such documents as are generally available for the Service including applicable audit reports or certifications. Any assistance by LiftWize outside the scope of the services agreed under the Agreement shall be charged by LiftWize at the then-current rate applied by LiftWize.

• 6.2 Data Subject Requests. LiftWize shall, taking into account the nature of the processing, assist the Customer by appropriate technical or organizational measures, in the fulfillment of the Customer’s obligations to respond to data subject requests relating to their exercise of their rights under Data Privacy Laws. In this respect, LiftWize shall provide assistance only upon request by the Customer. Any request directed to LiftWize by a Data Subject shall be referred by LiftWize to the Customer without undue delay. Any assistance by LiftWize outside the scope of the Services agreed under the Agreement shall be charged by LiftWize at the then-current rate applied by LiftWize.

• 6.3 Personal Data Breach. LiftWize shall notify the Customer about any personal data breaches concerning Personal Data without undue delay after having become aware of such personal data breach. To the extent possible, the notification shall include the following information:

  • 6.3.1 A description of the nature of the personal data breach including where possible the categories and approximate number of data subjects and personal data records concerned;

  • 6.3.2 The name and contact details of LiftWize's data protection officer or other contacts where further information can be obtained;

  • 6.3.3 A description of the likely consequences of the personal data breach; and

  • 6.3.4 A description of the measures taken or proposed to be taken to address the personal data breach, including, where appropriate, measures to mitigate its possible adverse effects.

• Where it is not possible for LiftWize to provide the information as indicated in Section 6.3 at the same time as the notification of the personal data breach, the information may be provided in phases without undue delay.

7. Confidentiality and Security

• 7.1 Personnel. LiftWize shall ensure that all persons authorized to process Personal Data are bound by an obligation of confidentiality with respect to such Personal Data, and only process Personal Data as set out in this DPA.

• 7.2 Technical and Organisational Measures. LiftWize shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk of processing, taking into account the state of the art, the costs of implementation, and the nature, scope, context and purposes of processing. This shall include, inter alia as appropriate, measures to:

  • 7.2.1 Implement and maintain technical and organizational measures for safeguarding the confidentiality, integrity, availability and resilience of systems and services processing Personal Data;

  • 7.2.2 Restore the availability and access to Personal Data in a timely manner in the event of an incident;

  • 7.2.3 Regularly test, assess and evaluate the effectiveness of technical and organizational measures for ensuring the security of the processing; and

  • 7.2.4 Pseudonymize and/or encrypt Personal Data using industry-standard protocols.

• 7.3 Requests from Supervisory Authorities. On request, LiftWize shall cooperate with a supervisory authority in the performance of its tasks and shall comply with decisions by the supervisory authority on security measures required to comply with the GDPR. If and to the extent the Customer or the supervisory authority instructs LiftWize to perform any measure, activity or action outside the scope of the Services agreed to under the Agreement, then such instruction shall be considered a request for additional services pursuant to the Agreement and additional fees may apply.

8. Subprocessors

• 8.1 General Authorisation. Customer grants LiftWize a general authorization for the use of Subprocessors. LiftWize shall ensure that Subprocessors are bound by a written agreement that requires them to provide at least the level of data protection required by LiftWize under this DPA. LiftWize is responsible for the Subprocessor’s performance under the Agreement to the same extent it is responsible for its own performance.

• 8.2 Current Subprocessors. A list of sub-processors (including their name, country, processing activities and country/area where processing activities are carried out) is available at liftwize.com/subprocessors or other location as designated by LiftWize from time to time.

• 8.3 Changes to Subprocessors. LiftWize shall inform the Customer of changes concerning its Subprocessors, including the identity and location of new or replaced Subprocessors by providing a notice on the LiftWize website or via internal platform updates.

• 8.4 Objections to New Subprocessors. If the Customer has a reasonable objection to any new or replacement sub-processor, it shall notify LiftWize of such objection in writing within ten (10) days of the notification. In case the Customer objects to the use of a specific sub-processor, the parties shall enter into good faith negotiations on how to resolve the issue. Such negotiations do not affect LiftWize’s right to use the new Subprocessor. In case the negotiations do not solve the issue, and the Customer opposes LiftWize’s use of a specific sub-processor, either party shall, for a justified reason and as a final remedy, be entitled to terminate the relevant Agreement on thirty (30) days’ written notice.

9. International Transfers

• 9.1 Transfers. LiftWize and its Subprocessors may transfer or process Personal Data outside of the jurisdiction Customer is based in.

• 9.2 EU/EEA Personal Data. For transfers of Personal Data subject to GDPR by LiftWize to a Subprocessor outside the EU/EEA, LiftWize shall ensure that the transfer is only made to:

  • 9.2.1 A country deemed by the European Commission to have an adequate level of protection, or

  • 9.2.2 Entities having entered the EU Standard Contractual Clauses, or

  • 9.2.3 Provided other appropriate safeguards as described in Article 46 of the GDPR.

• 9.3 UK Personal Data. For transfers of Personal Data subject to UK GDPR outside of the UK, the EU Standard Contractual Clauses as amended by the UK Addendum to the EU Standard Contractual Clauses issued by the Information Commissioner’s Office under section 119 (A) of the Data Protection Act 2018 shall apply.

• 9.4 Other Personal Data. For transfers of Personal Data subject to other Data Privacy Laws which require an adequacy means and such adequacy means may be met by the EU Standard Contractual Clauses, the EU Standard Contractual Clauses shall apply.

• 9.5 EU Standard Contractual Clauses and UK Addendum. In accordance with sections 9.2, 9.3 and 9.4 the Customer gives its consent to the transfers and authorizes LiftWize to conclude the processor-to-processor module of the EU Standard Contractual Clauses and UK Addendum as applicable.

10. Retention of Personal Data

• 10.1 Return or Destroy. LiftWize has no obligation to store Personal Data indefinitely after the termination of the Agreement. LiftWize will, promptly destroy in accordance with our data retention policy or return all Personal Data after the end of the provision of the Services relating to processing and destroy existing copies unless applicable statutory legislation requires continued storage of the personal data.

11. Audit

• 11.1 Compliance. LiftWize shall upon the Customer’s request make available to the Customer all information necessary to demonstrate compliance with the obligations laid down in this DPA.

• 11.2 Right to Audit. The Customer or an auditor authorized by the Customer (however, not a competitor of LiftWize) is entitled to audit the activities pursuant to the DPA only if:

  • 11.2.1 The audit is requested by a data protection authority with binding authority over Customer; or

  • 11.2.2 LiftWize has not provided sufficient evidence to demonstrate compliance with its obligations laid down in this DPA by providing Customer with a copy of a third-party certification or audit summary.

• 11.3 Scope of Audit. The Parties shall agree on the time of the auditing and other details ahead of time and at latest 60 days before the inspection. The auditing shall be carried out in a way that does not impede the obligations of LiftWize or its Subprocessors in regard to third parties. The representatives of the Customer and the auditor must sign conventional non-disclosure commitments. Customer will not exercise its audit rights more than once in any twenty-four (24) calendar month period, except if, and when, required by instruction of a competent supervisory authority.

• 11.4 Costs of Audit. The Customer shall be responsible for its own and LiftWize's expenses caused by the auditing. If notable defects are evidenced during auditing, LiftWize shall be liable for the reasonable costs incurred from remediating said defects.

12. CCPA / CPRA Provisions

• 12.1 Definitions. To the extent that Personal Data is subject to CCPA, all references to "Personal Data", "processing", "Data Subject" shall have the same meaning as defined in the CCPA; “competent controller” shall mean “Business” and “processor” or “data processor” shall mean “Service Provider”.

• 12.2 Sale & Share Restrictions. LiftWize may not sell or share the Personal Data, as the terms “sale” and “sharing” are defined under the CCPA/CPRA. LiftWize will not retain, use, or disclose Personal Information for any purpose other than the specific business purposes detailed in the Agreement.

13. Government Access Provision

• 13.1 Compliance. LiftWize will only comply with binding orders of governmental entities as required by Data Privacy Laws. When subject to such orders, LiftWize will:

  • 13.1.1 Give Customer reasonable written notice where legally permissible to do so to allow Customer to seek a protective order or other appropriate remedy;

  • 13.1.2 Disclose only such information as is strictly required legally; and

  • 13.1.3 Use commercially reasonable efforts to obtain confidential treatment for any confidential information so disclosed.