Introduction

These Terms of Service (“Terms of Service” or “Terms”) together with any product-specific terms set out in an Order Form (“Product Specific Terms”) and each Order Form that references them  (collectively, the “Agreement”) govern your access to and use of our Services and form a legally binding contract between you and us.

The Agreement shall consist of all Order Forms entered into between you and us, these Terms, any Product Specific Terms and any amendments made to those documents from time to time in accordance with the Agreement. In the event of any conflict, the following order of priority applies: (i) the Order Form (with those entered into later in time taking precedence over earlier ones); (ii) any Product Specific Terms; then (iii) these Terms of Service.

'Timelaps', 'we', 'our' and 'us' refers to Timelaps, Inc., a Delaware corporation with its registered address at 1111B S Governors Ave #97275 Dover, DE 19904.

'Client', 'you' or 'your' refers to the client entity set out in the applicable Order Form.

1.  Services

1.1  Provision of Services

Timelaps will provide you with the Services in accordance with and subject to the Agreement. As part of the Services, Timelaps grants you and your Authorised Users a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Dashboard and the Timelaps Data made available to you during the Contractual Term, solely in accordance with the Agreement.

1.2  Study Configuration

At the commencement of each Order Form, Timelaps will work with you to define your Study Configuration, which includes: (a) the qualifying category screener question; (b) the set of brands to be tracked; (c) the Category Entry Point statements (Moments); (d) the brand association statements; and (e) the purchase/usage funnel verb relevant to your category. Once agreed and fielding of Wave 1 (as described in clause 1.3(a) below) has commenced, the Study Configuration shall remain fixed for the duration of the Order Form term to ensure comparability across measurement waves. You may not change the Study Configuration during the term of the Order Form unless we consent in writing, and you agree to pay any additional Fees (if applicable) that we notify you of in connection with an agreed change. 

1.3  Survey and Data Collection

Timelaps will conduct continuous survey-based data collection using a sample of category-qualifying respondents in the applicable market. Unless otherwise specified in the Order Form: (a) Wave 1 will comprise a minimum baseline of 1,000 category-qualifying responses; (b) from Wave 2 onwards, Timelaps will collect approximately 273 category-qualifying responses per month on a continuous basis; and (c) results will be reported on a rolling three-month basis to ensure statistically meaningful sample sizes.

1.4  Dashboard

Timelaps will make the Dashboard available to you and your Authorised Users during the Contractual Term. The Dashboard provides access to aggregated brand health metrics, data visualisations, AI-generated narrative commentary, and other derived outputs based on the survey data collected under the Agreement. The Dashboard is updated on a monthly basis as new data becomes available.

1.5  Expert Support

As part of the Services, Timelaps will provide access to a Timelaps expert for: (a) initial study setup and configuration; (b) onboarding and Dashboard orientation; (c) a quarterly review session; and (d) reasonable ongoing support via email or video call. Additional consulting, custom analysis, or advisory services beyond the scope described in this clause are not included and may be subject to a separate fee.

1.6  Panel and Methodology

Timelaps will source, manage, and bear the cost of the survey panel used to collect data under the Agreement. The specific panel provider and methodology used may be updated by Timelaps from time to time, provided that any such update does not materially reduce the quality or statistical integrity of the data delivered to you. 

2.  Restrictions and Responsibilities

2.1  Restrictions

You will not, and will ensure that your Authorised Users do not (nor attempt to), directly or indirectly:

(a) access or use the Services, Timelaps Data, or Dashboard other than for the Permitted Use;

(b) sell, resell, sublicense, or otherwise commercialise (including by repackaging as part of any product or service) the Services, Dashboard, or Timelaps Data, or any derivatives thereof;

(c) input, upload, or otherwise use the Timelaps Data in any Public AI Tool;

(d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, object code, methodology, algorithms, or underlying structure of the Services, Dashboard, or Timelaps Data;

(e) scrape, crawl, harvest, or systematically extract data from the Dashboard by automated means or otherwise;

(f) use the Services, Timelaps Data, or Dashboard in any way to build, train, or improve a product or service that competes with our business;

(g) remove, alter, or obscure any copyright, attribution, or proprietary notices on or within the Services, Dashboard, or Timelaps Data;

(h) take any action that undermines the security or integrity of the Services or Dashboard, or that impairs their functionality; or

(i) access or use the Services, Timelaps Data, or Dashboard in any way that constitutes misuse, misappropriation, or infringement of any person's Confidential Information, Intellectual Property, or privacy rights, or that breaches Applicable Law.

2.2  Authorised Users

You are responsible and liable for all access to and use of the Services, Dashboard, and Timelaps Data by your Authorised Users. You will ensure that Authorised Users comply with the Agreement, and any breach of the Agreement by an Authorised User will be deemed to constitute a breach by you. You will take reasonable steps to prevent unauthorised access to the Dashboard, including protecting login credentials. You must notify us immediately of any known or suspected unauthorised access or security breach and will use best efforts to stop any such unauthorised use and mitigate its effects.

2.3  Your Responsibilities

You are responsible for: (a) the accuracy and completeness of any materials, information, or inputs you provide to Timelaps in connection with the Study Configuration or otherwise; (b) ensuring that your use of the Services complies with all Applicable Law; and (c) any business decisions made on the basis of information derived from the Services. You acknowledge that the Dashboard outputs and any Timelaps Data are based on estimates derived from sample surveys and are subject to statistical error and rounding.

2.4  Monitoring

Although we have no obligation to monitor your use of the Services, we may do so and may suspend your access if we become aware of, or reasonably suspect, a breach of the Agreement.

3.  Fees and Payment

3.1  Fees

You will pay us the Fees set out in each Order Form. Payment obligations are non-cancellable and, except as expressly provided in the Agreement, all Fees are non-refundable. Fees are exclusive of Taxes. You are responsible for all Taxes associated with the purchase of the Services. All amounts payable must be paid in full without set-off, counterclaim, deduction, or withholding, except for any withholding required by law, in which case you will gross up the payment so that we receive the same net amount we would have received absent the withholding.

3.2  Invoicing and Payment Terms

Unless otherwise set out in an Order Form, Fees are due and payable within 30 days of the applicable invoice date. We may use an Affiliate to collect Fees on our behalf, and payment to that Affiliate will constitute payment to us.

3.3  Late Payment

If Fees are not paid when due, we may, following no less than 14 days' written notice, suspend your access to the Services until the overdue amount is paid in full. This right is without prejudice to any other rights or remedies available to us. We may charge interest on the overdue amount from the due date until payment at 1.5% per month or, if lower, the maximum rate permitted by law. You will reimburse us for reasonable costs we incur to collect overdue Fees, including any legal fees. 

3.4  Fee Changes

We may change the Fees applicable to a Renewal Period by giving you not less than thirty (30) days' written notice prior to the end of the then-current Order Form term. Any such notice will also serve as a reminder of the upcoming renewal.

4.  Term and Termination

4.1  Term

(a) The Agreement commences on the date the first Order Form is executed by both parties and, unless terminated earlier in accordance with the Agreement, continues until all Order Forms have either expired or been terminated (the “Contractual Term”).

(b) Each Order Form commences on its Start Date and continues until its End Date, unless terminated earlier.

4.2  Automatic Renewal

Unless otherwise stated in the applicable Order Form, each Order Form will automatically renew for successive periods equal to the initial term of that Order Form (each a Renewal Period), unless either party gives the other not less than sixty (60) days' written notice of non-renewal prior to the expiry of the then-current term.

4.3  Termination for Cause

Either party may terminate the Agreement (including all Order Forms) immediately by written notice if the other party: (a) commits a material breach of the Agreement that is incapable of remedy; (b) commits a material breach capable of remedy and fails to remedy it within thirty (30) days of written notice; or (c) becomes insolvent, is placed in liquidation or business rescue, has a receiver or administrator appointed, or ceases to carry on business.

4.4  Termination for Incidence Rate Failure

If a category in a market does not meet the Required Incidence Rate, Timelaps may terminate the affected portion of the Services on written notice. In such case, Timelaps will refund the pro-rata share of any prepaid Fees attributable to the period following termination of those Services, and you will have no obligation to pay further Fees for the terminated Services.

4.5  Effect of Termination or Expiry

On termination or expiry of an Order Form or the Agreement:

(a) your right to access and use the Services under that Order Form ends;

(b) subject to clause 4.6, each party will delete or destroy the other party's Confidential Information in its possession, unless retention is required by Applicable Law (in which case it must be held securely and subject to ongoing confidentiality obligations);

(c) accrued rights and liabilities of both parties are unaffected; and

(d) all provisions that by their nature should survive termination will do so, including accrued payment obligations, confidentiality, warranty disclaimers, and limitations of liability.

4.6  Post-Termination Data Access

Where an Order Form expires or is terminated other than by us for cause under clause 4.3, your access to the Timelaps Dashboard will expire. Notwithstanding the above, we may make available certain Timelaps Data for download for a period of fourteen (14) days after the relevant termination or expiry date.

4.7  Refund on Termination

If the Agreement is terminated by you under clause 4.3 (Termination for Cause) or by us pursuant to clause 9.3(c), we will refund the pro-rata portion of any prepaid Fees for the period after the termination date. If the Agreement is terminated by us under clause 4.3, no refund is payable and any unpaid Fees for the remainder of the term remain due.

4.8  Assignment of Agreement to Subsidiary

We may at any time novate or assign any or all of our rights and obligations under this Agreement to a wholly-owned subsidiary of Timelaps or an Affiliate without your consent, by giving you not less than 30 days' prior written notice. Any such assignment will not reduce the standard of Services you receive..

5.  Privacy and Data Security

5.1  Personal Information

To the extent either party collects, uses, or processes Personal Information in connection with the Agreement, that party warrants that it will do so in compliance with Applicable Privacy Laws. Our Privacy Policy (available at timelaps.io/privacy) sets out how we process Personal Information disclosed by you or on your behalf in connection with the Agreement.

5.2  Survey Respondent Data

Timelaps collects survey responses from individual consumers as part of the data collection process. All such respondent-level data is collected and processed by Timelaps directly. You acknowledge that you will not receive access to individual respondent-level data and your access is limited to aggregated Dashboard outputs. Timelaps will ensure that appropriate consents and disclosures are obtained from survey respondents in each market in which it conducts surveys on your behalf.

5.3  Client Data

You retain all Intellectual Property in any Client Data you provide to us. You grant us a worldwide, royalty-free, non-exclusive licence, with the right to grant sublicences to our Affiliates, our subcontractors and/or service providers, to use, copy, host, store, transmit, display and otherwise process to use Client Data during the Contractual Term solely to provide the Services. You represent and warrant that you have obtained all rights, consents and permissions necessary for us to process Client Data as permitted above, and that our use of the Client Data in accordance with the Agreement will not infringe Applicable Law or the rights of any third party.

5.4  Security

We will use commercially reasonable technical and organisational measures designed to protect the security, confidentiality, and integrity of the Dashboard and any Client Data. We will notify you promptly if we become aware of an actual or suspected data security breach affecting your Client Data.

6.  Confidential Information

6.1  Confidentiality Obligations

Each party (the “Receiving Party”) acknowledges that it may receive Confidential Information from the other party (the “Disclosing Party”) under the Agreement. The Receiving Party will: (a) use Confidential Information solely to exercise its rights or perform its obligations under the Agreement; and (b) not disclose Confidential Information to any person other than its representatives who have a need to know it for those purposes and who are bound by confidentiality obligations no less restrictive than those in this clause 6.

6.2  Permitted Disclosures

The Receiving Party may disclose Confidential Information: (a) to its professional advisors or consultants for the purpose of obtaining legal or professional advice relating to the Agreement; and (b) to the extent required by Applicable Law, regulatory direction, or court order, provided that the Receiving Party gives the Disclosing Party as much prior notice as practicable and discloses only what is strictly required.

6.3  Exclusions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already known to the Receiving Party at the time of disclosure; (c) was independently developed by the Receiving Party without use of the Confidential Information; (d) was rightfully disclosed to the Receiving Party by a third party without restriction; or (e) is disclosed in connection with a bona fide sale of the Receiving Party's business, under obligations of confidentiality no less restrictive than this clause 6.

6.4  Remedies

Each party acknowledges that breach of this clause 6 may cause irreparable harm for which monetary damages would be an inadequate remedy. Either party may seek injunctive or other equitable relief to prevent or restrain any such breach, without needing to prove actual damage or post a bond.

7.  Intellectual Property and Data Ownership

7.1  Timelaps IP and Data Ownership

Timelaps owns and retains all Intellectual Property in and to: (a) the Services, Dashboard, platform software, and all graphics, interfaces, logos, trademarks, and other content within or forming part of the Services; (b) all survey data, respondent-level data, and aggregated data collected or derived in connection with providing the Services, including the Timelaps Data; (c) the Timelaps methodology, including the application of the Category Entry Points framework, question design, and data processing approach; and (d) all improvements, enhancements, or modifications to any of the foregoing. The Agreement does not transfer any ownership of, or grant any licence to, Timelaps’ Intellectual Property except as expressly stated in the Agreement.

You acknowledge and agree that: (i) you do not own and will not acquire any ownership interest in the Timelaps Data, regardless of the period for which you have subscribed to the Services or the volume of data generated in connection with your subscription; (ii) your right to access and use the Timelaps Data is solely a time-limited licence that exists only for the duration of the applicable Order Form and terminates automatically upon expiry or termination of that Order Form (subject to clause 4.6); and (iii) the Timelaps Data constitutes valuable Confidential Information and Intellectual Property of Timelaps and must be treated accordingly at all times.

7.2  Permitted Use of Timelaps Data

Your licence to access and use the Timelaps Data is limited to the Permitted Use defined in clause 13 (Definitions). For the avoidance of doubt, the Timelaps Data may not be used to train, fine-tune, or improve any AI model or system, whether internal or third-party, other than a Private AI Tool approved in writing by Timelaps.

7.3  Feedback

If you provide feedback about the Services, Timelaps may use that feedback to improve the Services without restriction or compensation to you, provided that any such use will not publicly identify you as the source of the feedback. 

7.4  Usage Data

Timelaps reserves the right to collect and use data relating to your usage of the Dashboard (the “Usage Data”) for internal purposes including product development, analytics, and service improvement. For the avoidance of doubt, the Usage Data shall not constitute Client Data for the purposes of this Agreement.

7.5  Fair Use of AI Features

The Services may include AI-powered features such as AI-generated narrative commentary and data insights (“AI Features”). AI Features are provided for use in the normal course of accessing and interpreting the Timelaps Data. You will not use AI Features in a manner that is excessive, systematic, or automated, including by: (a) submitting queries at a volume or frequency that is materially beyond what would be expected from normal individual user interaction with the Dashboard; (b) using scripts, bots, or automated tools to interact with AI Features; or (c) using AI Features as a mechanism to extract or reconstruct underlying data or methodology. Timelaps reserves the right to throttle, limit, or suspend access to AI Features for any account whose usage is determined by Timelaps, acting reasonably, to be materially inconsistent with normal use. Timelaps may introduce formal usage tiers or credit-based limits for AI Features in future by providing reasonable advance notice, and any such introduction will not constitute a material adverse change to the Terms.

8.  Warranties and Disclaimers

8.1  Mutual Warranties

Each party warrants to the other on a continuing basis that: (a) it will comply with all Applicable Law in the performance of its obligations under the Agreement; and (b) it has the full right, power, and authority to enter into and perform its obligations under the Agreement.

8.2  Timelaps Warranties

We warrant that: (a) we will provide the Services with reasonable skill and care and in accordance with Good Industry Practice; and (b) the Services will materially comply with the Specifications set out in the applicable Order Form.

8.3  Availability

You acknowledge that the Dashboard may be temporarily unavailable for scheduled maintenance, emergency maintenance, or due to causes beyond our reasonable control. We will use reasonable efforts to notify you in advance of scheduled downtime and to schedule maintenance outside of normal business hours.

8.4  Third-Party Services

The Services may incorporate, link to, or integrate with third-party platforms, tools, or services (including third-party survey infrastructure and panel providers). Such integrations do not constitute an endorsement of those third parties by Timelaps. Timelaps does not warrant the availability, accuracy, or reliability of any third-party service, and you access or rely on any third-party service at your own risk. Timelaps will use commercially reasonable efforts to maintain the quality of the Services where they depend on third-party providers.

8.5  Disclaimer

EXCEPT AS EXPRESSLY SET OUT IN THE AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES (INCLUDING THE DASHBOARD AND TIMELAPS DATA) ARE PROVIDED ON AN 'AS-IS' AND 'AS-AVAILABLE' BASIS. ALL IMPLIED WARRANTIES, REPRESENTATIONS, AND CONDITIONS ARE EXCLUDED, INCLUDING AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, OR UNINTERRUPTED AVAILABILITY. TIMELAPS DOES NOT GUARANTEE ANY SPECIFIC OUTCOMES OR RESULTS FROM USE OF THE SERVICES. YOU ARE SOLELY RESPONSIBLE FOR ANY BUSINESS DECISIONS MADE ON THE BASIS OF TIMELAPS DATA. DASHBOARD OUTPUTS ARE DERIVED FROM SAMPLE SURVEY DATA AND ARE SUBJECT TO STATISTICAL ERROR AND ROUNDING.

9.  Indemnity

9.1  Mutual Indemnity

Each party (the “Indemnifying Party”) will defend the other party (the “Indemnified Party”) against any Third Party Claim and indemnify the Indemnified Party from and against all liabilities, losses, damages, costs, and reasonable legal expenses arising from that Third Party Claim, to the extent caused by:

(a) where Timelaps is the Indemnifying Party: the Services infringing a third party's Intellectual Property; or

(b) where you are the Indemnifying Party: our use of the Client Data infringing any third party's Intellectual Property.

The Indemnifying Party's obligation does not apply to the extent the Third Party Claim results from the Indemnified Party's breach of the Agreement or its fraud, gross negligence or wilful misconduct.

9.2  Indemnification Procedure

The Indemnified Party will: (a) promptly notify the Indemnifying Party in writing of any Third Party Claim; (b) give the Indemnifying Party sole control over the defence and settlement of the claim (at the Indemnifying Party's cost), provided that the Indemnifying Party will not settle any claim in a manner that imposes liability or obligations on the Indemnified Party without its prior written consent; and (c) provide reasonable assistance to the Indemnifying Party at the Indemnifying Party's cost.

9.3  Timelaps Remedy for IP Claims

If the Services are held to infringe, or Timelaps reasonably believes they may infringe, a third party's Intellectual Property, Timelaps may at its option and expense: (a) modify or replace the infringing element so it is non-infringing while retaining substantially equivalent functionality; (b) obtain a licence for you to continue using the Services; or (c) if neither of the foregoing is commercially practicable, terminate the applicable Order Form and refund prepaid Fees on a pro-rata basis.

10.  Limitation of Liability

10.1  Aggregate Cap

EXCEPT IN RESPECT OF EXCLUDED CLAIMS, TIMELAP'S MAXIMUM AGGREGATE LIABILITY TO YOU UNDER OR IN CONNECTION WITH THE AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU TO TIMELAPS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE FIRST EVENT GIVING RISE TO THE RELEVANT LIABILITY (GENERAL CAP).  

10.2  Exclusion of Consequential Loss

EXCEPT IN RESPECT OF EXCLUDED CLAIMS, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY: (I) INDIRECT, SPECIAL, OR CONSEQUENTIAL LOSS; (II) LOSS OF REVENUE, PROFIT, OR ANTICIPATED SAVINGS; (III) LOSS OF BUSINESS, CONTRACTS, OR OPPORTUNITY; (IV) LOSS OF GOODWILL OR REPUTATION; OR (V) LOSS OF OR CORRUPTION TO DATA — IN EACH CASE WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE, AND WHETHER OR NOT SUCH LOSS WAS FORESEEABLE OR THE PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS.

10.3  Excluded Claims

The limitations in clauses 10.1 and 10.2 do not apply to: (a) claims arising from a party's gross negligence or wilful misconduct; (b) claims arising from death or personal injury caused by a party's negligence; (c) claims arising from a party's fraud or fraudulent misrepresentation; (d) indemnification obligations under clause 9; (e) breaches of clause 6 (Confidential Information); (f) your obligation to pay Fees; or (g) any liability that cannot be limited or excluded by Applicable Law (together, Excluded Claims).

10.4  Mitigation

Each party must take reasonable steps to mitigate any loss or damage it suffers in connection with the Agreement.

10.5  Contributory Liability

Each party's liability will be reduced to the extent that the other party's acts or omissions caused or contributed to the relevant loss or damage.

11.  Disputes

If a dispute arises between the parties, the party raising the dispute will notify the other in writing, and both parties will refer the dispute to a senior representative of each party who will use reasonable efforts to resolve it in good faith within 30 days of the written notice. If the dispute is not resolved within that period, either party may commence court proceedings in accordance with clause 12.10. Nothing in this clause prevents either party from seeking urgent injunctive or other equitable relief from a court of competent jurisdiction.

12.  General

12.1  Assignment

Subject to clause 4.8, neither party may assign or transfer any of its rights or obligations under the Agreement without the other party's prior written consent (not to be unreasonably withheld or delayed). Any purported assignment in violation of this clause is null and void.

12.2  Entire Agreement

The Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings. Each party acknowledges that it has not relied on any representation or warranty not expressly set out in the Agreement.

12.3  Amendments

Subject to clause 12.4, no amendment to the Agreement will be effective unless in writing and signed by authorised representatives of both parties.

12.4  Permitted Updates to Terms

Timelaps may update these Terms of Service at any time by posting a revised version at timelaps.io/terms. Updated Terms will not apply during the then-current term of any Order Form. Updated Terms will apply to: (a) new Order Forms entered into after the update; and (b) Order Forms that automatically renew, from the commencement of the next Renewal Period. By submitting a new Order Form or allowing an Order Form to renew, you agree to the then-current Terms of Service published at timelaps.io/terms.

12.5  Waivers and Severability

No waiver of any right under the Agreement will be effective unless in writing. Failure to exercise a right does not constitute a waiver of that right. If any provision of the Agreement is held to be invalid, illegal, or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.

12.6  Force Majeure

Neither party will be in breach of the Agreement, or liable for any failure or delay in performance, to the extent such failure or delay is caused by circumstances beyond that party's reasonable control, including acts of God, war, terrorism, civil disorder, governmental action, pandemic, or labour disputes. This clause does not apply to any obligation to pay Fees.

12.7  No Agency

Nothing in the Agreement creates any agency, partnership, joint venture, or employment relationship between the parties. Neither party has authority to act for or bind the other.

12.8  Notices

All notices under the Agreement must be in writing and will be deemed received: (a) when personally delivered; (b) when sent by email, provided no bounce-back or error is received by the sender; (c) the next business day after sending by recognised overnight courier; or (d) on confirmed receipt if sent by registered post.

12.9  Counterparts

An Order Form may be executed in counterparts, including by electronic signature or an electronic acceptance mechanism. Each counterpart will be deemed an original, and together they will form one binding agreement.

12.10  Governing Law and Jurisdiction

The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (whether in contract, tort or otherwise) is governed by the laws of the State of Delaware, without giving effect to any conflict-of-law rules. Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in the State of Delaware in respect of any such dispute or claim. 

13.  Definitions

Affiliate means an entity that directly or indirectly controls, is controlled by, or is under common control with a party, where 'control' means holding more than fifty percent (50%) of the voting interests of the relevant entity.

Agreement means all Order Forms entered into between the parties and these Terms, together with any amendments made in accordance with the Agreement.

AI Features has the meaning ascribed to it in clause 7.5.

AI Tool means any artificial intelligence, machine learning, large language model, neural network, or similar technology, including any API, software, or tool that makes use of the foregoing.

Applicable Law means all laws, regulations, rules, court orders, or other binding requirements of a governmental authority applicable to a party or the Agreement.

Applicable Privacy Laws means all applicable data protection and privacy laws and regulations, including (without limitation) the Protection of Personal Information Act 4 of 2013 (South Africa), the General Data Protection Regulation (EU) 2016/679, the UK Data Protection Act 2018, the California Consumer Privacy Act, and any other jurisdiction-specific privacy legislation applicable to the Services.

Authorised User means any employee, contractor, or other personnel of you or your Affiliates, or any third party approved as an Authorised User in the Order Form or in writing by Timelaps, who is permitted to access the Dashboard under the Agreement.

Category Entry Points (CEPs) or Moments means the situational, motivational, and contextual triggers that prompt consumers to consider purchasing within a category, as defined and applied in accordance with the Timelaps methodology.

Client Data means any data, information, or materials provided by you to Timelaps in connection with the Agreement, excluding Timelaps Data, Usage Data, and TimelapsConfidential Information.

Confidential Information means any non-public information disclosed by one party to the other under or in connection with the Agreement that is identified as confidential or that a reasonable person would understand to be confidential in the circumstances, including the terms of the Agreement, Proprietary Information, and trade secrets, but excluding Personal Information (which is governed by clause 5).

Contractual Term has the meaning ascribed to it in clause 4.1.

Dashboard means the Timelaps software-as-a-service platform and associated data visualisation interface through which Timelaps makes the Timelaps Data available to you, currently accessible at app.timelaps.io or such other URL as Timelaps may notify you from time to time.

End Date has the meaning ascribed to it in each Order Form. 

Excluded Claims has the meaning ascribed to it in clause 10.3.

Fees means the fees payable by you for the Services as set out in an Order Form, as may be varied in accordance with the Agreement.

Good Industry Practice means the degree of skill, diligence, and care that would reasonably be expected from an experienced provider of services substantially similar to the Services, operating in similar circumstances and applying commonly accepted survey and brand tracking methodologies.

Intellectual Property means all present and future intellectual property rights, whether registered or unregistered, including patents, copyright, trademarks, service marks, trade names, domain names, design rights, database rights, rights in confidential information, and all other intellectual property rights of a similar nature, in each case subsisting anywhere in the world.

Order Form means an ordering document executed between the parties for the provision of Services, whether in written form (including electronic signature) or via an online ordering process, that incorporates and is subject to these Terms.

Permitted Use means access to and use of the Dashboard and Timelaps Data: (a) for your own internal business purposes, including internal analysis, management reporting, and board presentations; and (b) for inclusion of excerpts of Timelaps Data in external reports, presentations, or materials shared with third parties for your own business purposes, provided that Timelaps is attributed as the source of such data in all external materials. Any other use requires Timelaps' prior written approval.

Personal Information means any information that relates to an identified or identifiable natural person, or that constitutes 'personal information' or 'personal data' as defined under any Applicable Privacy Law.

Private AI Tool means an AI Tool that: (i) uses Timelaps Data only to generate outputs for you; (ii) does not permit Timelaps Data to be accessed or used by any third party except as necessary to operate the tool on your behalf under appropriate confidentiality obligations; and (iii) if trained or fine-tuned on Timelaps Data, is not incorporated into any product or service made available to third parties. Private AI Tools include enterprise-grade AI tools that meet these requirements. Any AI Tool not meeting these criteria is a Public AI Tool.

Public AI Tool means any AI Tool that is not a Private AI Tool.

Required Incidence Rate means the minimum percentage of the general population in the applicable market that must qualify for the relevant category, as specified in the Order Form or, if not specified, 50%. 

Renewal Period has the meaning ascribed to it in clause 4.2.

Services means the brand tracking, data collection, dashboard access, and related services to be provided by Timelaps under the applicable Order Form, as more particularly described in the Agreement.

Specifications means the description of the Services and their key features as set out in the applicable Order Form and these Terms.

Study Configuration has the meaning ascribed to it in clause 1.2.

Start Date has the meaning ascribed to it in each Order Form. 

Taxes means all taxes, levies, duties, or charges of any kind imposed by any governmental authority in connection with the Agreement, including value-added tax, goods and services tax, withholding tax, and sales tax, but excluding income taxes imposed on Timelaps' own profits.

Third Party Claim means a claim brought by a third party against an Indemnified Party of the kind described in clause 9.1.

Timelaps Data means all survey data, respondent-level data, aggregated data, Dashboard outputs, derived metrics, and other data collected, processed, or generated by Timelaps in the course of providing the Services, whether or not made available to you through the Dashboard.

Usage Data means data generated by Timelaps' systems relating to your access to and use of the Dashboard, including usage patterns and feature interactions, but excluding Client Data.

Timelaps, Inc.  |  timelaps.io  |  Version 1.0  | Effective Date: 10 April 2026