DEDALUS CONSULTING TERMS AND CONDITIONS

Last Revised: July 2025

These Terms and Conditions ("Agreement") govern your access to and use of all products and services offered by Dedalus Consulting, including but not limited to: (i) the Dedalus Consulting Ulysses Data Subscription Service ("Ulysses" or "DSS"), (ii) electronic data services ("eServices"), (iii) proprietary research reports, analyses, and digital publications ("Reports"), and (iv) consulting services (collectively, the "Services"). By accessing, purchasing, subscribing to, or using any of our Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement in its entirety.

Dedalus Consulting reserves the right to modify, amend, or update this Agreement at any time, in its sole discretion, with immediate effect upon posting the revised terms. Such modifications shall apply retroactively to all existing agreements and continuing use of the Services. Your continued access to or use of the Services after any such modification constitutes your binding acceptance of the revised terms.

1. DEFINITIONS

1.1 "Authorized Users" means Subscriber's employees who require access to the Services for legitimate business purposes related to Subscriber's internal operations.

1.2 "Confidential Information" means all proprietary, non-public information, data, reports, analyses, methodologies, processes, software, know-how, trade secrets, and other materials provided by Dedalus Consulting, regardless of form or medium.

1.3 "Display Devices" means computers, mobile devices, tablets, and any other electronic devices capable of accessing or displaying the Services.

1.4 "Subscriber" means the subscribing entity (including corporations, partnerships, limited liability companies, government organizations, agencies, sole proprietorships, or other business entities) that enters into an agreement with Dedalus Consulting for the use of the Services.

1.5 "Subscription Period" means the duration for which access to Ulysses or other subscription-based Services is granted, as specified in the applicable order form or subscription agreement.

1.6 "You" or "Your" means either the Subscriber, its Authorized Users, or both, as applicable in the context.

2. GRANT OF RIGHTS AND PLATFORM SERVICES

2.1 License Grant. Subject to the terms and conditions of this Agreement and payment of all applicable fees, Dedalus Consulting hereby grants Subscriber a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for Subscriber's internal business research and analytical purposes during the applicable Subscription Period or term of service.

2.2 Platform Access. During the Subscription Period, Dedalus Consulting grants Subscriber the right to access Ulysses and associated eServices through the digital content platform developed, managed, and hosted by Dedalus Consulting on Subscriber's authorized computers and supported mobile devices.

2.3 Authorized User Access. Subscriber may provide access to the Services solely to its Authorized Users as specified in the applicable subscription agreement. Subscriber shall be fully responsible and liable for all acts and omissions of its Authorized Users in connection with their use of the Services.

2.4 Geographic and Temporal Limitations. Unless otherwise specified in writing, access to the Services is limited to the geographic territories and time periods specified in the applicable order form or subscription agreement.

3. PURCHASE TERMS AND PAYMENT

3.1 Payment Terms. All fees are due and payable either as direct pre-payment or as verified by a formal purchase order, unless otherwise specified in writing. Payment or a formal purchase order must be received prior to delivery of Reports or activation of subscription services. All prices are stated in U.S. dollars unless otherwise indicated.

3.2 Taxes. Subscriber is responsible for all applicable taxes, duties, tariffs, assessments, and governmental charges (collectively, "Taxes") imposed by any jurisdiction as a result of this Agreement, other than taxes imposed on Dedalus Consulting's net income.

3.3 Late Payment. Any amounts not paid when due shall bear interest at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is less, from the due date until paid in full.

4. RETURNS, CANCELLATIONS, AND REFUNDS

4.1 No Returns Policy. Due to the proprietary and immediately accessible nature of digital information products, all purchases are final upon confirmation of payment and delivery. No returns, cancellations, or refunds will be provided except as expressly set forth herein or as required by applicable law.

4.2 Exceptional Circumstances. Refunds may be considered solely at Dedalus Consulting's discretion in exceptional circumstances, including material breach of this Agreement by Dedalus Consulting or fundamental failure to deliver Services as specified.

4.3 Dispute Resolution Process. In the event of perceived discrepancies in report content, scope, data points, or methodologies, Subscriber must notify Dedalus Consulting in writing within thirty (30) days of delivery. Dedalus Consulting will engage in good faith discussions to resolve such concerns, and may provide clarifications, corrections, or additional analyses as deemed appropriate.

5. RESTRICTIONS ON USE

Except as expressly permitted herein, Subscriber shall not, and shall not permit any third party to:

5.1 Copy, reproduce, duplicate, reverse engineer, decompile, disassemble, derive source code from, modify, adapt, alter, or create derivative works based on the Services or any portion thereof;

5.2 Remove, disable, circumvent, or defeat any digital rights management (DRM), security features, access controls, usage restrictions, or other protective measures implemented in the Services;

5.3 Provide, distribute, transmit, or otherwise make available the Services or any portion thereof to any person who is not an Authorized User, or allow access by unauthorized third parties;

5.4 Use the Services to develop, create, or populate any database, information service, online platform, competitive product, or other information resource for commercial sale, distribution, or use by others;

5.5 Sell, resell, sublicense, rent, lease, distribute, or otherwise transfer rights to the Services or any portion thereof;

5.6 Use the Services through any timesharing system, service bureau, application service provider, or other technology that allows access by multiple unauthorized users;

5.7 Use the Services in any manner that infringes any copyright, patent, trademark, trade secret, or other intellectual property rights of Dedalus Consulting or third parties;

5.8 Remove, alter, obscure, or modify any proprietary notices, copyright notices, trademarks, or other identifying marks contained in the Services;

5.9 Download or transfer the Services to any media center, library device, public repository, or any other system that allows access by multiple unauthorized users;

5.10 Engage in any systematic extraction, collection, or harvesting of data from the Services using automated means, including web scraping, data mining, robots, spiders, or similar technologies;

5.11 Upload, input, or otherwise provide any Confidential Information to public-facing artificial intelligence systems, large language models, machine learning platforms, or other AI-powered tools without Dedalus Consulting's prior written consent.

6. CONFIDENTIALITY AND NON-DISCLOSURE

6.1 Confidential Information. All information, data, reports, analyses, methodologies, and materials provided by Dedalus Consulting constitute "Confidential Information" and are proprietary trade secrets of Dedalus Consulting.

6.2 Confidentiality Obligations. Subscriber acknowledges and agrees that:

1. a) All Confidential Information shall be maintained in strict confidence and shall not be disclosed to any third parties without Dedalus Consulting's prior written consent;
2. b) Confidential Information shall be used solely for Subscriber's internal business purposes and shall not be used for any competitive or commercial advantage;
3. c) Subscriber shall implement and maintain reasonable security measures to protect the confidentiality and integrity of Confidential Information, including but not limited to secure storage, limited access controls, and employee confidentiality agreements;
4. d) Upon termination of this Agreement, Subscriber shall promptly return or destroy all Confidential Information and provide written certification of such destruction.

6.3 Duration of Confidentiality. The obligations set forth in this Section shall survive termination of this Agreement and shall remain in effect for a period of five (5) years following disclosure, or for as long as the information remains confidential in nature, whichever is longer.

7. ARTIFICIAL INTELLIGENCE AND DATA PROTECTION

7.1 AI Usage Restrictions. Without Dedalus Consulting's prior written authorization, Subscriber shall not:

1. a) Input, upload, or provide any Confidential Information to public-facing or third-party generative artificial intelligence systems, large language models (LLMs), or machine learning platforms;
2. b) Use the Services or Confidential Information to train, develop, or improve any artificial intelligence or machine learning systems;
3. c) Upload Confidential Information to public cloud services, AI training datasets, public code repositories, or open-source platforms;
4. d) Use AI tools to reverse-engineer, analyze, reproduce, or derive Dedalus Consulting's proprietary methodologies or intellectual property.

7.2 Security Measures. Subscriber agrees to implement and maintain appropriate technical and organizational security measures to prevent unauthorized access, use, or disclosure of Confidential Information through AI technologies or other digital means.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 Ownership. Dedalus Consulting retains all right, title, and interest in and to the Services, including all intellectual property rights embodied therein. The Services are protected by United States and international copyright laws, trademark laws, trade secret laws, and international treaty provisions.

8.2 Trademarks. All trademarks, service marks, logos, and trade names of Dedalus Consulting (collectively, "Dedalus Consulting Marks") are and shall remain the exclusive property of Dedalus Consulting. No right or license to use any Dedalus Consulting Marks is granted hereunder.

8.3 Custom Adaptations. If Dedalus Consulting creates customized adaptations of the Services for Subscriber, Subscriber grants Dedalus Consulting a limited, non-exclusive license to use and display Subscriber's trademarks solely for the purpose of co-branding such customized Services. Subscriber represents and warrants that it owns or has sufficient rights to grant such license.

9. COMPLIANCE AND SECURITY

9.1 Access Controls. Subscriber shall implement and maintain reasonable measures to ensure that only Authorized Users have access to the Services and to prevent unauthorized access or use. This includes safeguarding passwords, access credentials, and administrative account information.

9.2 DRM Compliance. Subscriber shall respect and comply with all digital rights management (DRM) settings and restrictions implemented by Dedalus Consulting, which may limit copying, printing, sharing, or other uses of the Services.

9.3 Breach Notification. Subscriber shall promptly notify Dedalus Consulting of any known or suspected unauthorized access, use, or disclosure of the Services or Confidential Information, and shall cooperate fully in any investigation or corrective measures.

10. TERM AND TERMINATION

10.1 Term. This Agreement shall commence on the effective date specified in the applicable order form and shall continue for the duration of the Subscription Period or until terminated in accordance with this Agreement.

10.2 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after written notice thereof.

10.3 Effect of Termination. Upon termination, cancellation, or expiration of this Agreement:

1. a) All rights and licenses granted hereunder shall immediately cease;
2. b) Subscriber shall immediately discontinue all use of the Services;
3. c) Subscriber shall promptly delete, destroy, or return all copies of the Services and Confidential Information in its possession or control, including copies on portable devices, storage media, removable drives, and cloud storage systems;
4. d) Subscriber shall provide written certification of such deletion or destruction within ten (10) days of termination.

10.4 Survival. The provisions of Sections 4 (Returns), 6 (Confidentiality), 7 (AI Restrictions), 8 (Intellectual Property), 11 (Disclaimers), 12 (Limitation of Liability), 13 (Indemnification), and 15 (General Provisions) shall survive termination of this Agreement.

11. PRODUCT DELIVERY

11.1 Electronic Delivery. Digital products and reports are typically delivered within twenty-four (24) hours following receipt of payment confirmation. Delivery times for pre-publication orders are estimates, and reasonable delays related to data collection or preparation do not constitute grounds for cancellation unless exceeding thirty (30) days beyond the estimated delivery date.

11.2 Physical Delivery. Hard copy shipments incur additional costs and may face delays beyond Dedalus Consulting's control, including carrier delays, customs processing, or other logistical factors.

12. PRIVACY AND DATA SECURITY

12.1 Privacy Protection. Dedalus Consulting respects Subscriber's privacy and maintains information security practices designed to protect personal and business information collected from clients.

12.2 Encryption and Compliance. Client information is protected using Secure Sockets Layer (SSL) encryption technology and maintained in compliance with applicable data protection regulations, including the General Data Protection Regulation (GDPR) where applicable.

12.3 Credential Security. Subscriber is responsible for maintaining the confidentiality of login credentials and account information and for all activities that occur under its accounts.

13. DISCLAIMER OF WARRANTIES

13.1 LIMITED WARRANTY. DEDALUS CONSULTING WARRANTS THAT IT HAS THE RIGHT AND AUTHORITY TO PROVIDE THE SERVICES ON THE TERMS SET FORTH HEREIN.

13.2 DISCLAIMER. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, DEDALUS CONSULTING, ON BEHALF OF ITSELF AND ITS LICENSORS, SUPPLIERS, AND AFFILIATES, DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, OR QUIET ENJOYMENT. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND.

13.3 NO WARRANTY OF RESULTS. DEDALUS CONSULTING MAKES NO WARRANTY REGARDING THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR THAT THE SERVICES WILL MEET SUBSCRIBER'S REQUIREMENTS OR EXPECTATIONS.

14. LIMITATION OF LIABILITY

14.1 EXCLUSION OF DAMAGES. IN NO EVENT SHALL DEDALUS CONSULTING, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 CAP ON LIABILITY. IN NO EVENT SHALL DEDALUS CONSULTING'S TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY SUBSCRIBER TO DEDALUS CONSULTING UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

14.3 ESSENTIAL PURPOSE. THE LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES AND SHALL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

15. INDEMNIFICATION

Subscriber agrees to indemnify, defend, and hold harmless Dedalus Consulting, its affiliates, officers, directors, employees, agents, suppliers, and licensors from and against any and all claims, demands, suits, actions, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Subscriber's use or misuse of the Services; (b) Subscriber's breach of this Agreement; (c) Subscriber's violation of any law or regulation; or (d) Subscriber's infringement of any third-party rights.

16. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performance under this Agreement due to causes beyond its reasonable control, including without limitation acts of God, natural disasters, war, terrorism, labor disputes, government actions, or internet or telecommunications failures.

17. EXPORT COMPLIANCE

Subscriber acknowledges that the Services may be subject to export control laws and regulations. Subscriber agrees to comply with all applicable export control laws and shall not export, re-export, or transfer the Services to any prohibited country, entity, or person.

18. GENERAL PROVISIONS

18.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles.

18.2 Jurisdiction. The parties irrevocably submit to the exclusive jurisdiction of the federal and state courts located in New York County, New York, for the resolution of any disputes arising under this Agreement.

18.3 Entire Agreement. This Agreement, together with any applicable order forms, statements of work, or subscription agreements, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous understandings, representations, or agreements.

18.4 Amendment. This Agreement may only be amended by a written instrument signed by authorized representatives of both parties, except that Dedalus Consulting may modify this Agreement as provided in the introductory paragraph.

18.5 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

18.6 Waiver. No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver.

18.7 Assignment. Subscriber may not assign this Agreement without Dedalus Consulting's prior written consent. Dedalus Consulting may assign this Agreement at any time without consent.

18.8 Notices. All notices required hereunder shall be in writing and delivered to the addresses specified in the applicable order form or to the following address for Dedalus Consulting:

Dedalus Consulting
Attention: Legal Department
30 Wall Street, 8th Floor
New York, NY 10005
Phone: (212) 709-8352
Email:

18.9 Headings. Section headings are for convenience only and shall not affect the interpretation of this Agreement.

18.10 Counterparts. This Agreement may be executed in counterparts, including electronic counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT.