Welcome to Wise Things! We are Wise Things Inc., a corporation incorporated in Delaware with our principal place of business at 55 Water Street, Brooklyn, NY 11201, contracting on behalf of ourselves and our affiliates (each and together "We" or "Wise Things").

We are a technology company which offers access to Plural, an online platform for automated market research solutions and capabilities which enables subscribers to systematically generate, leverage, model, analyze, connect and scale new and existing datasets and insights expertise.

These Terms of Use govern your access to the Plural platform and the permitted use of the solutions and capabilities available on Plural and any other related marketing research services provided by Wise Things from time to time. The entity or organization that you represent (the "Customer") may already have a separate agreement in place with Wise Things; if this is the case then the terms and conditions of that agreement shall apply to your use of the Services.

1 INTERPRETATION

1.1 In these Terms of Use the following phrases and terms shall have the following meanings:

Affiliates means any subsidiary or holding company of the Customer from time to time, and any subsidiary from time to time of a holding company of the Customer, with holding company and subsidiary having the definition given in Delaware General Corporation Law and any marketing agencies, joint venture affiliated companies, partners, End Users and other suppliers of the Customer;

Authorized Customer Personnel means those employees, representatives and agents of the Customer and Affiliates who are authorized by the Customer to access Plural and use the Services;

Credits means (where selected by the Customer) the advance purchase by the Customer of credits to Plural of a specific monetary value chosen by the Customer which shall be used across the different solutions, capabilities on Plural for the duration of the Platform Subscription Term and/or in accordance with the relevant Statement of Work;

Customer Branded Platform means a platform interface which may be customized for the Customer by Wise Things to include the Customer Branding and such other configurations as are agreed by the parties and/or stated in the applicable Statement of Work(s);

Customer Branding means the trade marks, logos and other branding and materials provided to Wise Things or uploaded to Plural by or on behalf of the Customer for the creation of the Customer Branded Platform or otherwise for the provision of the Services;

Customer Materials means the adverts, concepts, stimuli, products, packaging, messages, ads, straplines and any other data, information and materials supplied to Wise Things or uploaded to Plural by or on behalf of the Customer or Affiliates for use in connection with the provision of the Services;

Data Privacy Laws means the following as amended, extended or re-enacted from time to time: (i) Federal and state privacy laws of the United States, including but not limited to the California Consumer Privacy Act (CCPA), the California Privacy Rights Act (CPRA), the Virginia Consumer Data Protection Act (VCDPA), and other applicable state privacy laws; (ii) the EU General Data Protection Regulation (GDPR) and other applicable international privacy laws; (iii) any other legislation and regulatory requirements in force from time to time which apply to the Customer and/or Wise Things relating to the processing of personal data;

All codes of practice and guidance issued by national regulators relating to the laws, regulations and legislation mentioned above, and references in these Terms of Use to "controller", "processor", "processing", "data subject" and "personal data" shall have the same meaning as defined in the applicable Data Privacy Laws;

Effective Date means the date the first Services are provided;

End User means, where the Customer is a marketing agency or advertising publisher, Customer's own customers to whom Customer makes the Services and Reports available;

Fees means the fees payable by the Customer in respect of the Services which are either: (i) set out on Plural (for Services purchased or ordered via Plural) or (ii) set out in a quotation and/or a Statement of Work, and which are payable in accordance with clause 7 of these Terms of Use;

Force Majeure means acts, events, omissions or accidents beyond a party's reasonable control, including strikes, lock-outs or other industrial disputes; failure of a utility service or transport or telecommunications network; act of God, war, terrorism, or threat of war or terrorism; riot, civil commotion, malicious damage; compliance with any law or governmental order, rule, regulation or direction; accident, breakdown of plant or machinery; fire, flood or storm;

Intellectual Property Rights means patents, copyrights, trademarks, trade secrets, and all other intellectual property rights, whether registered or unregistered, including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

Losses means all losses, costs, claims, damages, liabilities, penalties, expenses (including reasonable legal expenses);

Methodologies means all processes, tools, software, solutions, capabilities, code, methodologies, research methods, algorithms, models, approaches, and know how, whether in existence prior to the date on which they are used as part of the Services, or which are created after the date of the Statement of Work by or on behalf of Wise Things and which are intended to be used across multiple customers and the Wise Things business;

Platform Subscription means Customer's subscription to access Plural and a specific level of access to the solutions, platform capabilities and guidance/support available as part of the Platform Subscription to which the Customer has opted in for the duration of the Platform Subscription Term and/or which are more particularly described in the relevant SOW;

Reports means the reports to be delivered to the Customer as part of the Services, which are either purchased and generated by the Customer directly via Plural, or which are otherwise agreed in the relevant Statement of Work and all materials, research, deliverables, output, data and information that is made available to, or generated by, the Customer and Affiliates via Plural or otherwise as part of the Services;

Services means the provision of access to Plural through a Platform Subscription and the provision of Credits which the Customer can use to generate Reports using the solutions, platform capabilities and support/guidance on Plural and/or any other services purchased directly via Plural and/or specified in the relevant Statement of Work;

Statement of Work (or SOW) means a statement of work or similar order form agreed between the parties in writing, which sets out the scope of the Services, Reports, Fees, and other commercial terms agreed between the parties;

Platform Subscription Term means the period within which Wise Things shall provide access to Plural and the particular level of access to solutions, capabilities and support/guidance available to the Customer as part of Platform Subscription, which shall be twelve (12) months from the date on which the Platform Subscription was purchased or as mutually agreed between the parties and/or as specified in a fully executed Statement of Work;

Term means the duration of the Terms of Use;

Plural means the Wise Things platform known as Plural, and shall include any Customer Branded Platform.

2 PROVISION OF THE SERVICES

2.1 From time to time, the Customer may request Services to be provided by Wise Things: (a) directly via Plural, (b) by raising a purchase order (PO), (c) by accepting in writing (email being sufficient) a quotation sent to the Customer by Wise Things and/or (d) by executing a written SOW. A SOW shall be valid once signed by both parties by hand or by way of electronic signature. Any such PO or signed SOW shall form part of and be incorporated into these Terms of Use.

2.2 Wise Things will provide the Services in accordance with these Terms of Use and/or any applicable SOW. In the event of conflict between the terms of the relevant SOW and these Terms of Use, the terms of the SOW shall prevail.

2.3 Wise Things shall use reasonable endeavors to make the Services available via Plural 24 hours a day, seven days a week, except for periods of maintenance. Wise Things will endeavor to keep any downtime as a result of maintenance to a minimum.

2.4 Wise Things will, as part of the Services and at no additional cost to the Customer, provide the Customer with Wise Things' standard technical support which includes the provision of minor bug-fixes and log-in/access problems but does not include training, support or one to one help with using the Services beyond what is specified in a SOW.

2.5 Wise Things may add or remove solutions, capabilities and any features or functions from Plural from time to time at its discretion, provided all material aspects of the Services envisaged herein are not negatively impacted.

3 USE OF THE SERVICES BY THIRD PARTIES AND AFFILIATES

3.1 If a Customer's Affiliate requests Services to be provided by Wise Things and/or Wise Things enters into a SOW directly with the Customer's Affiliate(s) with such SOW(s) being governed by these Terms of Use, such Services shall be governed by these Terms of Use and any SOWs entered into by the Customer's Affiliates directly with Wise Things will, (once signed), form part of these Terms of Use.

3.2 The Customer shall use commercially reasonable efforts to procure compliance with the terms of these Terms of Use or the relevant SOW by all Affiliates and, in the event that any Affiliate breaches these Terms of Use or any SOW (including a SOW entered into directly by an Affiliate), Wise Things shall be able to recover any Losses directly from Customer in the event such Losses cannot be recovered from the Customer's Affiliate.

4 USE OF THE REPORTS AND PLURAL

4.1 Subject to the Customer paying the Fees and complying with these Terms of Use, and subject to any restrictions set out in the relevant SOW, Wise Things hereby grants to the Customer a perpetual, irrevocable, non-exclusive, non-transferable, worldwide right to use the Reports and to permit Authorized Customer Personnel and Affiliates to use the Reports during the course of its normal business activities.

4.2 Any public use of the Reports in their original format as generated by Plural or any use of Wise Things' name, including references to the same in the Customer's marketing material, shall be subject to the prior written approval of Wise Things, such approval not to be unreasonably withheld or delayed.

5 PLATFORM SUBSCRIPTION

5.1 Where the parties agree in a SOW or the Customer requests from Wise Things to provide access to Plural and a specific level of access to the solutions, capabilities and support/guidance available as part of the Platform Subscription to which the Customer has opted in for, Wise Things grants the Customer a non-exclusive, non-transferable right to access & use Plural for the Platform Subscription Term. The Customer shall not be entitled to terminate the Platform Subscription (other than termination for cause in accordance with clause 12.2) prior to the end of the Platform Subscription Term.

6 CUSTOMER MATERIALS AND CUSTOMER BRANDING

6.1 The Customer and/or its licensors own all right, title and interest in and to all Customer Materials and Customer Branding. The Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Materials and Customer Branding.

7 FEES AND PAYMENT

7.1 Unless otherwise agreed by the parties in a SOW, all Fees shall: (i) be payable within 30 days of the date of receipt of the relevant invoice; (ii) be payable in US Dollars; and (iii) be non-refundable and exclusive of sales tax, which shall be added to Wise Things' invoice(s) at the appropriate rate.

8 PROPRIETARY RIGHTS

8.1 The Customer acknowledges and agrees that Wise Things and/or its licensors own all Intellectual Property Rights and all data in the Services, Reports, Plural and Methodologies (excluding any Customer Materials and Customer Branding).

9 DATA PROTECTION

9.1 Each party shall comply with the obligations imposed on it by applicable Data Privacy Laws regarding any personal data processed by it in connection with the Services.

10 CONFIDENTIALITY

10.1 Each party undertakes that it shall not (whether during or after termination of these Terms of Use) disclose to any person any confidential information concerning the business, affairs, customers or suppliers of the other party.

11 LIMITATION OF LIABILITY

11.1 Nothing in these Terms of Use excludes the liability of either party for death or personal injury caused by a party's negligence or for fraud or fraudulent misrepresentation.

11.2 Wise Things' aggregate liability arising in respect of the Services, Reports, Plural and/or in connection with these Terms of Use shall be limited to the level of the Fees paid or payable by the Customer in the 12-month period preceding the date of the claim or USD 100,000 in the aggregate, whichever is lower.

12 TERM AND TERMINATION

12.1 These Terms of Use shall commence on the Effective Date and shall continue thereafter unless otherwise terminated by either party in accordance with the terms of clause 12.2 or on not less than three months' notice in writing.

13 FORCE MAJEURE

13.1 Wise Things shall have no liability to the Customer under these Terms of Use if it is prevented from or delayed in performing its obligations under these Terms of Use by an act of Force Majeure provided that the Customer is notified of such an event and its expected duration.

14 GENERAL

14.1 Variation Wise Things may vary these Terms of Use by notice in writing to the Customer from time to time, and the Customer's continued use of Plural, Reports or other Services shall constitute acceptance of such revised terms.

14.2 Governing Law and Jurisdiction These Terms of Use and any dispute or claim arising out of or in connection with their subject matter or formation shall be governed by and construed in accordance with the laws of the State of New York. Each party irrevocably agrees that the courts of New York shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms of Use.

14.3 Notices Any notice required to be given under these Terms of Use shall be in writing and shall be delivered by hand or sent by pre-paid first-class mail or email to the other party at its address set out below:

Notices to Wise Things shall be sent to: Wise Things Inc. 55 Water Street Brooklyn, NY 11201