Terms of Service

Effective Date: June 8, 2026

1. ACCEPTANCE AND SCOPE

These Terms of Service govern access to and use of Watt Services. When we say "Watt," "we," "us," or "our," we mean Watt Data, Inc. When we say "you" or "your," we mean the person or entity accessing or using Watt.

By accessing Watt's websites, creating an account, receiving credentials, using an API key, accessing a trial account, signing an Order Form, making Vendor Data available through Watt, or otherwise using Watt, you agree to these Terms. If you access or use Watt on behalf of an entity, "you" and "your" refer to that entity, and you represent that you have authority to bind that entity.

Different parts of these Terms apply depending on how you use Watt. If you access or use Watt Services, Watt Technology, Outputs, or Vendor Data, you act as a Customer. If you make Vendor Data available through Watt, you act as a Vendor. You may act as both. If you are an individual user accessing Watt through an organization's account, you must comply with these Terms and the Acceptable Use Policy, and the organization is responsible for your access and use.

The Agreement includes these Terms, the applicable Order Form, the Acceptable Use Policy, the Acceptable Data Policy, the Privacy Policy, and any other terms incorporated by reference. The Acceptable Use Policy, Acceptable Data Policy, and Privacy Policy are incorporated into and form part of the Agreement.

2. DEFINITIONS

As used in the Agreement, the following capitalized terms have the meanings set forth below.

"Acceptable Data Policy" means Watt's vendor-facing policy for data eligibility, sourcing, restrictions, and compliance.

"Acceptable Use Policy" means Watt's customer-facing policy for permitted and prohibited use.

"Agreement" means these Terms, the applicable Order Form, and any policies, addenda, or other terms incorporated by reference.

"Compliance Metadata" means flags, labels, restrictions, suppression indicators, opt-out indicators, do-not-contact indicators, do-not-sell or do-not-share indicators, provenance indicators, permitted-use indicators, confidence scores, sensitive-category indicators, channel-use indicators, or similar metadata associated with Vendor Data or Outputs.

"Customer" means a Participant that accesses or uses Watt Services, Watt Technology, Outputs, Vendor Data, or related services as a customer, user, trial user, buyer, evaluator, developer, or similar recipient.

"Customer Input" means data, files, records, lists, identifiers, prompts, queries, instructions, configurations, criteria, weights, preferences, and other materials submitted by or on behalf of Customer to Watt.

"Excluded Data" means categories of Vendor Data that are not permitted to be provided, made available, or enabled for access through Watt Services unless expressly approved in accordance with the Acceptable Data Policy, the applicable Order Form, or another written approval by Watt.

"Order Form" means an order form, commercial addendum, statement of work, online order, or similar document entered into by Watt and a Participant that identifies the Participant, role, term, fees, payment terms, compensation terms, data categories, usage limits, or other deal-specific commercial terms.

"Output" means any human- or agent-readable result generated, returned, or made available through Watt Services or Watt Technology, including signal matches, scores, rankings, cohorts, audience definitions, lookalike criteria, ICP analyses, signal compositions, recommendations, reports, confidence indicators, Compliance Metadata, and query results.

"Participant" means a Customer, Vendor, or both.

"Personal Information" means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked to an identified or identifiable natural person, household, or device, including information treated as personal information, personal data, personally identifiable information, sensitive personal information, consumer health data, or similar regulated information under applicable law.

"Sensitive Data" means Vendor Data or Outputs that include, relate to, reveal, are reasonably linkable to, or may enable an inference about a category subject to heightened legal, regulatory, platform, contractual, or source restrictions, including any category identified as sensitive or restricted under the Acceptable Data Policy, Compliance Metadata, or applicable law.

"Signal Graph" means Watt's proprietary search, indexing, reasoning, signal-generation, scoring, and orchestration layer used to identify, organize, relate, query, and present signals derived from Vendor Data, Customer Input, and other information processed through Watt Services.

"Vendor" means a Participant that makes Vendor Data available through Watt.

"Vendor Certification" means any certification, attestation, or compliance confirmation provided by a Vendor to Watt, including in an Order Form.

"Vendor Data" means data, records, attributes, identifiers, observations, segments, clusters, scores, classifications, metadata, restrictions, suppression indicators, and other materials made available by a Vendor through Watt. Vendor Data does not include Watt Technology, Customer Input, or Outputs.

"Watt Services" means Watt's websites, accounts, portals, services, APIs, MCP endpoints, SDKs, plugins, integrations, customer-hosted modules, hosted interfaces, search tools, signal retrieval tools, data access tools, audience tools, documentation, and related products and services.

"Watt Technology" means Watt's software, APIs, SDKs, MCP services, plugins, models, prompts, schemas, Signal Graph, reasoning systems, index structures, matching methods, scoring methods, confidence methods, compliance systems, documentation, interfaces, and related technology.

3. HOW WATT WORKS

Watt Services allow Customers to submit queries, prompts, lists, criteria, or other Customer Input and receive Outputs generated through Watt Technology.

Watt Technology searches, indexes, reasons over, scores, and composes signals from Vendor Data, Customer Input, and other information processed through Watt Services. The Signal Graph helps identify, organize, relate, and present signals from those sources so Watt can generate human- and agent-readable Outputs responsive to Customer queries and workflows.

Vendors are responsible for Vendor Data, including the rights, permissions, consents, notices, lawful bases, restrictions, and compliance obligations applicable to Vendor Data. Customers are responsible for how they access and use Watt Services, Outputs, and Vendor Data made available through Watt. Watt provides the technology layer used to make Vendor Data searchable, usable, and accessible through Outputs.

Watt does not independently verify the accuracy, completeness, or lawfulness of Vendor Data. Watt applies Compliance Metadata, suppression indicators, and technical controls as described in the Agreement, but responsibility for the underlying data remains with the applicable Vendor, and responsibility for downstream use remains with the applicable Customer.

4. POLICIES AND LEGAL COMPLIANCE

Customer use of Watt is subject to the Acceptable Use Policy.

Vendor provision of Vendor Data is subject to the Acceptable Data Policy.

No Order Form, purchase order, statement of work, email, side letter, platform configuration, course of dealing, or other document may waive, narrow, modify, or create an exception to the Acceptable Use Policy or Acceptable Data Policy.

Each Participant is responsible for complying with all laws, regulations, industry rules, platform terms, self-regulatory codes, and contractual obligations applicable to its access to, provision of, or use of Watt, Customer Input, Vendor Data, Outputs, and Watt-powered functionality.

Customers must comply with all laws and obligations applicable to their use of Watt, Customer Input, Vendor Data, Outputs, downstream uses, client-services uses, productized or embedded uses, advertising, marketing, audience activation, targeting, retargeting, outreach, messaging, communications, and platform uploads.

Vendors must comply with all laws and obligations applicable to their collection, sourcing, licensing, commercialization, sale, sharing, disclosure, transfer, suppression, deletion, restriction, and other processing of Vendor Data.

Each Participant must comply with the stricter requirement where the Agreement, the Acceptable Use Policy, the Acceptable Data Policy, applicable law, platform terms, Compliance Metadata, or the Participant's own legal or contractual obligations impose different or additional restrictions.

5. ACCOUNTS, CREDENTIALS, TRIAL ACCESS, AND CUSTOMER USE

Customer is responsible for all activity under or through its account, credentials, API keys, systems, users, agents, integrations, products, services, workflows, and access methods. Customer must keep credentials secure and promptly notify Watt of any suspected unauthorized access, credential compromise, security incident, or misuse.

Watt may provide trial, sandbox, beta, proof-of-concept, developer, evaluation, or limited-credit access. Trial access may be changed, limited, suspended, or ended at any time. Unless Watt states otherwise in writing, trial access does not include uptime commitments, indemnity rights, continued access rights, or any commercial commitment.

Customer may use Watt for its own business purposes, for services it provides to clients, and in or through Customer's own products, services, workflows, platforms, APIs, agents, interfaces, or other offerings, subject to the Agreement, the Acceptable Use Policy, applicable law, applicable platform or channel terms, and applicable Compliance Metadata.

Customer is responsible for all access to and use of Watt Services, Watt Technology, Outputs, Vendor Data, and Watt-powered functionality under or through Customer's account, credentials, systems, products, services, workflows, integrations, users, agents, clients, customers, end users, and downstream channels. Customer must provide any notices, terms, restrictions, permissions, controls, and flow-down obligations needed for Customer's use and downstream use to comply with the Agreement and the Acceptable Use Policy. Customer remains responsible to Watt for such use as if it were Customer's own use.

The applicable Order Form may set usage limits, credit mechanics, commercial restrictions, data categories, or other limits. Unless the Order Form expressly states otherwise, Customer's permitted use includes Customer's own use, client-services use, and productized or embedded use.

Customer may not use Watt Services, Watt Technology, Outputs, Customer Input, prompts, queries, workflows, or integrations to circumvent the Acceptable Use Policy, Compliance Metadata, suppression indicators, rate limits, technical controls, or other restrictions.

Customer represents and warrants that Customer's access to and use of Watt, Customer Input, Vendor Data, Outputs, and Watt-powered functionality, including any downstream, client-services, productized, embedded, advertising, marketing, audience activation, targeting, retargeting, outreach, messaging, communications, or platform-upload use, complies with all applicable laws, regulations, industry rules, platform terms, self-regulatory codes, contractual obligations, privacy policies, notices, consents, authorizations, opt-outs, suppression signals, and restrictions.

6. VENDOR PARTICIPATION, LICENSE, AND CERTIFICATION

Vendor may make Vendor Data available through Watt only if Watt approves Vendor for participation, Vendor enters into an applicable Order Form or other signed commercial document with Watt, and Vendor provides any Vendor Certification required by Watt. Vendor must comply with the Acceptable Data Policy at all times.

Vendor authorizes Watt to make Vendor Data available through Watt Services and Outputs for Customer use, including Customers' own use, client-services use, and productized or embedded use, subject to the Agreement, Acceptable Use Policy, Acceptable Data Policy, Compliance Metadata, and any restrictions stated in the applicable Order Form. Watt is not required to accept, ingest, index, use, make available, or continue using any Vendor Data. Watt may reject, suspend, remove, restrict, or discontinue Vendor Data for legal, compliance, privacy, security, technical, quality, commercial, or business reasons.

Vendor grants Watt a non-exclusive, worldwide, sublicensable right during the applicable term to access, receive, ingest, store, host, normalize, structure, transform, index, analyze, score, classify, match, compare, combine, route, display, transmit, make available, and otherwise process Vendor Data through Watt Services and Watt Technology to operate Watt, generate Outputs, support Customer queries and workflows, apply Compliance Metadata and controls, route rights-related information, and perform Watt's obligations.

Vendor represents and warrants that: (a) Vendor has all rights, permissions, consents, authorizations, notices, lawful bases, and contractual rights necessary to provide Vendor Data to Watt and authorize Watt and Customers to use Vendor Data as contemplated by the Agreement; (b) Vendor Data may be used for the customer uses permitted under the Agreement, including audience activation, targeting, retargeting, outreach, messaging, analytics, scoring, client-services use, and productized or embedded use, subject to Vendor-provided Compliance Metadata and applicable restrictions; and (c) Vendor's collection, sourcing, licensing, commercialization, sale, sharing, disclosure, transfer, suppression, deletion, restriction, and other processing of Vendor Data, including any Sensitive Data, Excluded Data, and Compliance Metadata provided or made available by Vendor, complies with all applicable laws, regulations, industry rules, platform terms, self-regulatory codes, contractual obligations, privacy policies, notices, consents, authorizations, opt-outs, suppression signals, and restrictions.

As between Vendor and Watt, Vendor is the provider and commercializing party for Vendor Data. Watt provides the technology used to search, index, score, route, generate, and present Outputs from Vendor Data, but Vendor remains responsible for Vendor Data and for the rights, permissions, consents, notices, lawful bases, restrictions, and compliance obligations applicable to Vendor Data.

Vendor must promptly notify Watt if any Vendor Certification, representation, Compliance Metadata, source right, permitted use, suppression status, or legal compliance statement becomes inaccurate, incomplete, misleading, or outdated.

7. PERSONAL INFORMATION, COMPLIANCE METADATA, AND RIGHTS REQUESTS

Customer is not purchasing Personal Information from Watt. Watt does not sell, resell, license, sublicense, or transfer Personal Information to Customer. If Outputs include, identify, reference, reflect, infer from, or are derived from Personal Information, that Personal Information is made available by the applicable Vendor through Watt Services, and rights to access or use that Personal Information are provided by the applicable Vendor, subject to the Agreement and the Acceptable Use Policy. Watt provides the technology used to query, search, organize, score, generate, route, and present Outputs.

Outputs may include or be accompanied by Compliance Metadata. Customer must review and honor all Compliance Metadata made available through Watt Services. Customer must not use Outputs in violation of any suppression, deletion, opt-out, do-not-contact, do-not-sell, do-not-share, or similar restriction made available through Watt Services or otherwise communicated by Watt.

Customer is responsible for determining whether Customer may lawfully access, receive, query, use, activate, disclose, or otherwise process Vendor Data or Outputs that include, reflect, infer from, or are derived from Sensitive Data, Excluded Data, or other regulated, restricted, or sensitive categories, and Customer must comply with all applicable Compliance Metadata, permitted-use limits, source restrictions, platform terms, consumer rights signals, suppression obligations, and applicable laws.

Vendor is responsible for maintaining and applying all deletion, opt-out, suppression, do-not-sell, do-not-share, do-not-contact, restriction, and similar obligations applicable to Vendor Data. Vendor must provide Watt with suppression, deletion, opt-out, and restriction information as required by the Acceptable Data Policy, applicable law, the applicable Order Form, or Watt's technical instructions. If Vendor is subject to the California Delete Request and Opt-out Platform, a similar state or regulatory deletion mechanism, or another data broker deletion or opt-out regime, Vendor is responsible for registering, processing, honoring, and reporting requests as required by law and for providing Watt with suppression information needed to prevent Vendor Data from appearing in future Outputs.

Watt will use commercially reasonable efforts to apply Vendor-provided suppression, deletion, opt-out, and restriction information to future Outputs.

If Customer receives a consumer request, rights request, complaint, regulator inquiry, platform inquiry, or similar notice relating to Customer's use of Outputs, Customer must handle it as required by applicable law. Customer must notify Watt without undue delay if the notice reasonably requires Watt action, relates to Vendor Data or Outputs, concerns suppression, deletion, opt-out, or alleged misuse, or identifies Watt or a Vendor as a source.

8. CUSTOMER INPUT

Customer retains ownership of Customer Input.

Watt may use Customer Input to provide services to Customer, generate Outputs for Customer, operate, secure, support, measure, improve, and troubleshoot Watt, apply compliance controls, investigate misuse or security incidents, and perform Watt's obligations.

Watt will not use Customer Input to augment Vendor Data, create outputs for other customers, train generalized models outside Customer's account, or add Customer lists or records to Watt's data resources unless Customer expressly authorizes that use in writing.

Customer represents that it has all rights, permissions, consents, authorizations, notices, and lawful bases needed to submit Customer Input to Watt and permit Watt to process Customer Input as contemplated by the Agreement.

FEES AND VENDOR COMPENSATION

If a Participant acts as a Customer, Customer will pay Watt all undisputed fees, subscription charges, usage charges, credit purchases, minimum commitments, and other amounts in the amounts, timeframes, and manner stated in the applicable Order Form.

If a Participant acts as a Vendor, Watt will pay Vendor any undisputed fees, credits, revenue share, usage-based amounts, minimum guarantees, or other compensation owed to Vendor in the amounts, timeframes, and manner stated in the applicable Order Form.

Pricing, credit mechanics, vendor compensation, revenue share, minimum guarantees, consumption models, and similar commercial terms are confidential commercial terms between Watt and the applicable Participant.

A Participant's obligations in one role are separate from its obligations in another role. Commercial amounts may be offset across roles only if a signed written agreement expressly permits it. Compliance, privacy, suppression, data rights, security, confidentiality, intellectual property, indemnity, liability, suspension, termination, Acceptable Use Policy, and Acceptable Data Policy obligations may not be offset or limited because of disputes in another role.

9. OWNERSHIP, FEEDBACK, AND CONFIDENTIALITY

Watt and its licensors own all right, title, and interest in and to Watt Technology, including all related software, APIs, SDKs, MCP services, plugins, models, prompts, schemas, Signal Graph, reasoning systems, index structures, matching methods, scoring methods, confidence methods, compliance systems, documentation, interfaces, improvements, derivatives, and technical methods.

Customer receives no ownership interest in Watt Technology, Vendor Data, Outputs, or Watt's underlying systems except for the limited use rights expressly granted in the Agreement.

Customer may not reverse engineer, decompile, disassemble, copy, modify, benchmark, scrape, or attempt to derive the source code, structure, logic, models, prompts, data sources, scoring methods, matching methods, or underlying systems of Watt Technology except to the extent applicable law prohibits this restriction.

Watt may use feedback, suggestions, comments, ideas, and recommendations relating to Watt without restriction or obligation.

Each party will protect the other party's non-public confidential information using reasonable care and will use it only to perform or receive services under the Agreement. Watt's confidential information includes non-public information about Watt Technology, system architecture, security, performance, pricing, product roadmap, vendors, data sources, and technical methods.

Confidential information does not include information that is: (a) publicly available without breach; (b) already known without confidentiality restriction; (c) independently developed without use of the disclosing party's confidential information; or (d) lawfully received from a third party without confidentiality restriction.

Watt will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect information submitted, provided, or made available by or on behalf of Participants, including Customer Input and Vendor Data.

10. DISCLAIMERS AND LIMITATION OF LIABILITY

Watt Services, Watt Technology, Vendor Data, Outputs, websites, trial access, beta features, sandbox access, documentation, APIs, SDKs, MCP services, plugins, and integrations are provided "as is" and "as available." Watt disclaims all implied warranties, including merchantability, fitness for a particular purpose, title, non-infringement, and uninterrupted or error-free operation.

Outputs are probabilistic. They may reflect likelihoods, modeled relationships, inferred signals, and confidence levels. They are not determinations of fact, identity, eligibility, consent status, or suitability for any regulated decision. Neither Outputs nor Compliance Metadata constitute legal advice, compliance certification, or regulatory clearance.

Except for Supercap Claims, IP Claims, and payment obligations, each party's total liability under the Agreement will not exceed the amounts paid or payable under the affected Order Form during the 12 months before the event giving rise to the claim. If no Order Form applies, Watt's total liability will not exceed $100.

Each party's total liability for Supercap Claims will not exceed two times the amounts paid or payable under the affected Order Form during the 12 months before the event giving rise to the claim. "Supercap Claims" means claims arising from breach of confidentiality, breach of security obligations, unauthorized use or disclosure of Personal Information, breach of the Acceptable Use Policy or Acceptable Data Policy, provision or misclassification of Sensitive Data or Excluded Data, inaccurate or incomplete Compliance Metadata, failure to honor suppression, deletion, opt-out, or rights-request obligations, or indemnification obligations other than IP Claims.

"IP Claims" means a party's indemnification obligations for third-party intellectual property infringement or misappropriation claims. The liability caps do not apply to IP Claims or to undisputed payment obligations.

Neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of revenue, goodwill, data, or business opportunity, even if advised of the possibility.

An Order Form may include a different liability cap only if it expressly states that it modifies this Section and identifies the covered claims. No Order Form may limit or modify obligations under the Acceptable Use Policy or Acceptable Data Policy.

11. INDEMNIFICATION

Watt will defend Customer against third-party claims alleging that Customer's authorized use of unmodified Watt Technology infringes a United States patent, copyright, or trademark, and will pay damages finally awarded or settlements approved by Watt.

If Watt reasonably believes that Watt Technology may infringe a third-party intellectual property right, Watt may, at its option: (a) procure the right for Customer to continue using the affected Watt Technology; (b) modify or replace the affected Watt Technology so that it is no longer allegedly infringing; or (c) terminate the affected Order Form and refund any prepaid fees for the unused portion of the affected services.

Watt has no obligation for claims arising from Customer Input, Vendor Data, Outputs, Customer's misuse or modification of Watt Technology, combinations with items not provided by Watt, Customer's violation of the Agreement, Customer's products or services, third-party services, or use after Watt provides a non-infringing alternative or requires Customer to stop use.

Customer will defend and indemnify Watt against claims arising from Customer Input, Customer's use of Watt, Customer's products or services, Customer's violation of law, Customer's breach of the Agreement, downstream use enabled by Customer, Customer's access to, receipt, use, activation, disclosure, targeting, retargeting, segmentation, modeling, or other processing of Vendor Data or Outputs, including Sensitive Data or other regulated, restricted, or sensitive categories, or a third-party claim alleging that Customer Input or Customer's products or services infringe or misappropriate third-party rights.

Vendor will defend and indemnify Watt against claims arising from Vendor Data, Vendor's breach of the Agreement, Vendor's violation of law, Vendor's failure to comply with the Acceptable Data Policy, Vendor's failure to honor suppression, deletion, opt-out, or rights-request obligations, Vendor's provision or misclassification of Sensitive Data or Excluded Data, inaccurate or incomplete Compliance Metadata provided or made available by Vendor, or any claim that Vendor Data infringes, misappropriates, violates privacy or publicity rights, or was collected, licensed, commercialized, sold, shared, disclosed, or made available unlawfully.

The indemnifying party controls the defense and settlement of any indemnified claim, provided it may not settle any claim in a manner that admits fault by the indemnified party or imposes non-monetary obligations on the indemnified party without the indemnified party's prior written consent. The indemnified party must provide reasonable notice, cooperation, and assistance.

12. SUSPENSION, REMOVAL, TERMINATION, AND DATA

Watt may suspend, limit, throttle, restrict, or disable access to Watt Services, or reject, suspend, remove, restrict, quarantine, stop using, or stop making available Vendor Data or Outputs, if Watt reasonably determines there is an articulable basis to believe that continued access, use, availability, or processing may: (a) violate the Agreement, the Acceptable Use Policy, the Acceptable Data Policy, applicable law, platform terms, Vendor restrictions, or third-party rights; (b) create security, privacy, legal, regulatory, vendor, customer, consumer, reputational, or platform integrity risk; (c) involve compromised credentials or unauthorized access; (d) result from nonpayment of undisputed amounts when due; or (e) harm Watt, Participants, vendors, data suppliers, individuals, or third parties.

Where practical and legally permissible, Watt will use commercially reasonable efforts to provide advance notice and a reasonable opportunity to cure before suspending or removing access, Vendor Data, or Outputs. Watt may act without advance notice if immediate action is reasonably needed to address legal, privacy, security, vendor, third-party, platform, or service integrity risk. Watt will use commercially reasonable efforts to limit suspension or removal to the affected account, feature, access method, data category, integration, Vendor Data, Output, or Order Form where practical.

Watt may modify, improve, limit, suspend, or discontinue features, access methods, integrations, data sources, Vendor Data, source coverage, signal categories, refresh cadence, Compliance Metadata, Watt Services, and Outputs at any time for legal, compliance, vendor, security, technical, quality, commercial, or business reasons.

The term of paid services is stated in the applicable Order Form. Unless the Order Form states otherwise, either party may terminate an Order Form for material breach if the breach is not cured within 30 days after written notice. Watt may terminate or suspend trial access at any time.

Upon termination or expiration, Customer must stop using Watt Services, Watt Technology, Vendor Data, and Outputs except to the extent the Agreement expressly permits continued use. Customer is responsible for exporting any Customer Input or Outputs it wishes to retain before termination, subject to the Agreement and applicable law. After termination or expiration, Watt may delete Customer Input and Outputs according to Watt's retention practices, the applicable Order Form, and applicable law. Watt may retain technical logs, usage records, billing records, security records, compliance records, and aggregated or deidentified operational data as permitted by law and the Agreement.

13. ASSIGNMENT, CHANGE OF CONTROL, AND GENERAL TERMS

Either party may assign the Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, change of control, or sale of substantially all assets, provided the assignee assumes the Agreement and the assigning party gives notice. Any other assignment requires the other party's prior written consent.

Following any assignment or change of control, Watt may review a Participant's continued eligibility to use Watt or participate as a Vendor, including Vendor approval, Vendor Certification, Acceptable Data Policy compliance, Acceptable Use Policy compliance, data-rights posture, security posture, and commercial arrangement. Watt may suspend, restrict, or terminate access, Vendor Data availability, or Vendor participation if Watt reasonably determines that an assignment, change of control, successor entity, new affiliate, or related transaction may create legal, regulatory, security, privacy, competitive, vendor, customer, or platform integrity risk.

Watt may identify Customer as a Watt customer in customer lists, investor materials, sales materials, and marketing materials unless Customer opts out in writing. Trial access alone does not give Watt publicity rights. Watt will obtain Customer's approval before publishing a case study, testimonial, press release, or detailed public reference.

The Agreement is governed by the laws of the State of Tennessee, without regard to conflict-of-law rules. Any legal action arising from the Agreement must be brought in the state or federal courts located in Tennessee, and each party consents to personal jurisdiction and venue in those courts.

Notices to Watt must be sent to support@wattdata.ai. Legal notices may also be sent to Watt Data, Inc., Attention: Legal, 207 24th Avenue N, Nashville, TN 37203. Notices to a Participant may be sent to the email address in the applicable account, trial account, or Order Form.

No terms in any purchase order, vendor portal, invoice process, onboarding form, or similar document modify the Agreement unless signed by Watt. Neither party will be liable for delay or failure to perform due to events beyond its reasonable control, other than payment obligations. The Agreement does not create third-party beneficiary rights.

The Agreement is the entire agreement between the parties about its subject matter. If any provision is unenforceable, the remaining provisions remain effective. A party's failure to enforce a provision is not a waiver. The parties are independent contractors. Customer may not use Watt's name, logo, or trademarks without Watt's prior written consent except as permitted in the Agreement.

Watt may update these Terms from time to time. Non-material updates apply when posted or on the effective date stated in the updated Terms. For material updates, Watt will post the updated Terms at least 30 days before they become effective and will take reasonable steps to notify affected Participants by email, account notice, in-product notice, Order Form notice, or other reasonable method. Continued use of Watt after the effective date of updated Terms means the Participant accepts the updated Terms. No update to these Terms will waive, narrow, modify, or create an exception to the Acceptable Use Policy or Acceptable Data Policy unless the applicable policy itself is updated by Watt.

14. ORDER OF PRECEDENCE

If there is a conflict among the documents that form the Agreement, the following order of precedence controls:

(a) Order Form, for deal-specific commercial terms only.

(b) These Terms.

(c) Acceptable Use Policy, for customer and user conduct restrictions.

(d) Acceptable Data Policy, for vendor data eligibility, sourcing, and compliance restrictions.

(e) Documentation.

A lower-priority document does not override a higher-priority document except to the extent the higher-priority document expressly incorporates or defers to the lower-priority document on a specific point.

No Order Form, purchase order, statement of work, email, side letter, platform configuration, course of dealing, terms update, or other document may waive, narrow, modify, or create an exception to the Acceptable Use Policy or Acceptable Data Policy. Any provision in an Order Form or other document that purports to waive, narrow, modify, or create an exception to the Acceptable Use Policy or Acceptable Data Policy is void and without effect unless the applicable policy itself is updated by Watt in accordance with the update provisions of these Terms.