1. Purpose and Scope
This Addendum supplements and forms part of the Terms & Conditions (“Agreement”) between Marq Vision Inc. (“Provider”) and any Customer located in the European Union (“EU”) who uses Services that qualify as “data processing services” (“Services”) as per Art. 2(8) EU Data Act. It sets out the switching and data-portability obligations and prevails over any conflicting terms solely with respect to those matters.
2. Definitions
Capitalized terms used in this Addendum have the following meanings:
2.1 “Switching Notice” means Customer’s written notice requesting to switch to another data processing service or Customer’s own on-premises ICT infrastructure, including through extracting, transforming and uploading the data.
2.2 “Exportable Data” means the input data, output data, and metadata directly or indirectly generated by Customer’s use of the Services, that directly relates to such use, excluding Provider’s trade secrets, models, algorithms, source code, proprietary formats, internal system data, platform-sourced data, or any third-party protected data, as listed in Annex 1.
2.3 “Excluded Data” means categories of provider-specific or protected data described in Annex 1 that are not required to be portable under the EU Data Act.
2.4 “Transitional Period” means the period following the Notice Period during which Switching is carried out while Provider continues to maintain the Services, as required under the EU Data Act.
2.5 “Retrieval Period” means a minimum 30-day period following the Transitional Period during which Customer may retrieve its Exportable Data.
2.6 “EU Data Act” refers to Regulation (EU) 2023/2854 of the European Parliament and of the Council of 13 December 2023 on harmonized rules on fair access to and use of data and amending Regulation (EU) 2017/2394 and Directive (EU) 2020/1828 (Data Act).
Other capitalized terms used and not defined in this Addendum shall have the meaning given to them in the EU Data Act and the Agreement.
3. Switching Notice and Notice Period
Provider shall support Customer’s exit strategy relevant to the Services, including by providing all relevant information required to facilitate Switching. Customer may initiate Switching at any time during the Subscription Term by providing at least two (2) months’ prior written notice (“Notice Period”). The Switching Notice must specify whether Customer intends to (a) switch to another provider (and identify that provider); (b) switch to on-premises ICT infrastructure; or (c) erase its Exportable Data. In connection with Switching, Customer shall designate a contact point at Customer or its authorized third party to respond to reasonable technical or coordination requests from Provider. If the mandatory 30-day Transitional Period is technically unfeasible, Provider will notify Customer within fourteen (14) working days and propose an alternative period of up to seven (7) months. Customer may extend the Transitional Period once, for up to seven (7) months.
4. Provider Obligations During Switching
Upon receipt of a Switching Notice, Provider will: (a) enable export of Exportable Data in a commonly used, machine-readable formats (e.g., CSV, JSON), including via self-service or API export where available; (b) provide reasonable technical assistance to facilitate switching; (c) maintain business continuity and applicable security measures throughout the Transitional and Retrieval Periods; (d) provide clear information on any known material risks to continuity of the Services during Switching; and (e) maintain a high-level of security throughout the Switching, consistent with the level of security provided in under the Agreement, particularly relating to any transfer of Exportable data to another provider or Customer’s own ICT infrastructure. Switching assistance does not include the development of new technologies or services, custom migration tools, system redesign, disclosure or transfer of Excluded Data or digital assets that are protected by intellectual property rights or that constitute a trade secret or third-party data. Customer shall cooperate in good faith during Switching, including by following reasonable instructions provided by Provider, to enable effective and secure Switching.
5. Transitional Period and Retrieval
Provider shall initiate the Switching within two (2) months of receipt of a valid Switching Notice and shall, subject to sec. 3, complete the Switching within the default Transitional Period of thirty (30) days after the end of the Notice Period. Customer may request an extension as permitted under Section 3. Following the Transitional Period, Customer will have a minimum thirty (30) day Retrieval Period to retrieve Exportable Data. After the Retrieval Period, Provider will delete Exportable Data except where retention is required by law. Upon request, Provider will confirm deletion.
6. Fees and Early Termination
Provider will not impose any switching charges prohibited under Article 29(1) of the EU Data Act. Customer remains responsible for all fees under the Agreement during the Notice, Transitional, and Retrieval Periods. Switching or early termination does not entitle Customer to any refund, credit, or pro-rata reimbursement of prepaid fees. Customer remains responsible for all fees committed for the remainder of the Subscription Term, which become immediately due upon the effective termination date. Customer acknowledges and agrees that early termination fees are “early termination penalties” within the meaning of the EU Data Act. Billing frequency does not modify Customer’s obligation to pay the full Subscription Term fees.
7. Termination
A Switching Notice does not create any termination-for-convenience right and does not alter the termination provisions of the Agreement. The Agreement (for the affected Services) will terminate and the Provider shall notify the Customer of the termination (a) upon Customer’s confirmation of successful completion of Switching or, if no confirmation is provided, at the end of the Transitional Period., or (b) at the end of the Notice Period if Customer elects deletion without Switching. After a Switching Notice is submitted, the affected Services will not automatically renew.
8. Liability and Security
The Agreement’s limitations of liability and security commitments apply during Switching, the Transitional Period, and the Retrieval Period, except where mandatory provisions of the EU Data Act require otherwise.