This European Union (EU) Data Act Addendum (the “Addendum”) is incorporated into and forms a part of the main commercial agreement between Digimarc Corporation (“Digimarc”) and the other party to that agreement (“Customer”) for the provision of Services (the “Agreement”) from which this Addendum is linked. This Addendum is effective as of September 12, 2025.
This Addendum is intended to address the parties’ rights and obligations under Regulation (EU) 2023/2854 (the “EU Data Act”), if and to the extent the EU Data Act applies to Cusetomer’s use of the Illuminate Platform, Digimarc Products, or other Digimarc products or services. This Addendum applies to any Customer in the European Union, solely to the extent that Customer uses Digimarc Data Processing Services. A reference to, or incorporation of, this Addendum in any Agreement is intended to address the parties’ rights and obligations only if and to the extent the EU Data Act applies to the Services, and does not mean that any use of the Illuminate Platform, Digimarc Products, or other Digimarc products or services qualifies as use of a “data processing service” under the EU Data Act.
In the event of any conflict between the terms of this Addendum and the terms of the Agreement, the terms of this Addendum control, but only to the extent required by the mandatory provisions of the EU Data Act. Digimarc may update this Addendum as reasonably necessary to reflect amendments to the EU Data Act, binding implementing measures, or binding interpretations by a competent court or authority.
1. Definitions
Capitalized terms used but not defined in this Addendum have the meaning given to them in the Agreement. For the purposes of this Addendum, the following terms have the following meanings:
1.1. “Additional Switching Support” means any technical support or professional services provided by Digimarc at Customer’s request that go beyond Digimarc’s mandatory obligations under the EU Data Act with respect to Switching, including support for tasks that Customer can reasonably perform via self-service APIs or other tooling made available by Digimarc.
1.2. “Data” has the meaning provided in Article 2(1) of the EU Data Act.
1.3. “Data Processing Service” has the meaning provided in Article 2(8) of the EU Data Act.
1.4. “Digital Asset” has the meaning provided in Article 2(32) of the EU Data Act.
1.5. “Exportable Data” has the meaning provided in Article 2(38) of the EU Data Act.
1.6. “Public Emergency” has the meaning provided in Article 2(29) of the EU Data Act.
1.7. “Public Sector Body” has the meaning provided in Article 2(28) of the EU Data Act.
1.8. “Services” means the specific Data Processing Services provided by Digimarc to Customer under the Agreement.
1.9. “Switch” and “Switching” have the meaning provided in Article 2(34) of the EU Data Act.
2. Customer Rights to Data
In connection with a Switching request and during the Switching process (including any Retrieval Period described below), Digimarc will make Exportable Data available to Customer without undue delay in a structured, commonly used, and machine-readable format. Access to that Exportable Data will be provided free of charge to Customer.
3. Data Access and Disclosure
3.1. International Government Access (Non-Personal Data). Digimarc shall take all adequate technical, organizational, and legal measures to prevent any transfer of or access to non-personal data held in the European Union by Digimarc that would create a conflict with European Union law or the national law of the relevant member state. If Digimarc receives an order from a court or authority of a country that is not a member state of the European Union seeking disclosure of that non-personal data, Digimarc will, unless the request serves law enforcement purposes and for as long as necessary to preserve the effectiveness of law enforcement activities, inform Customer before complying with the request. Digimarc will not disclose that non-personal data unless it determines that the order is legally binding under a recognized international agreement or, in the absence of such an agreement, that the specific conditions set forth in Article 32(3) of the EU Data Act have been met.
3.2. Public Sector Requests. Customer acknowledges that under the EU Data Act, Digimarc may be legally obligated to provide certain Data to a Public Sector Body in the event of a Public Emergency or for other specific purposes defined in the EU Data Act. Digimarc will notify Customer of any such request unless prohibited by law.
4. Switching and Portability
4.1. General and Early Termination. The rights described in this section provide Customer with a procedural right to Switch Data Processing Service providers in accordance with Chapter VI of the EU Data Act. Customer’s exercise of these rights does not, by itself, constitute termination of the Agreement or waive any financial obligations arising under it, except as otherwise expressly permitted by the Agreement. If a Switching process causes the cessation of Services prior to the end of a committed fixed-duration Agreement term, and if such early termination is not otherwise permitted by the Agreement without penalty, then Customer shall pay Digimarc a proportionate early termination fee, equal to the remaining fees that would have been due under the Agreement, less the costs reasonably saved by Digimarc as a result of such early termination.
4.2. Process, Notice Period, Transitional Period, and Extension Mechanics.
(a) Initiation and Notice. Customer may initiate a Switching process by providing Digimarc written notice. The maximum notice period for Switching will not exceed two months.
(b) Transitional Period Commencement and Duration. The maximum transitional period will be initiated after the maximum notice period. The maximum transitional period will be 30 calendar days, unless an extension is implemented in accordance with this Addendum.
(c) Technical Unfeasibility Extension. If Digimarc determines that it is technically unfeasible to complete the Switching process within 30 calendar days, Digimarc shall, within 14 working days from receipt of the Switching request, inform Customer of the technical unfeasibility and duly justify it, and shall indicate an alternative transitional period that does not exceed seven months.
(d) Customer Extension. Customer may extend the transitional period once, provided that the transitional period as extended does not exceed the maximum transitional period permitted by the EU Data Act.
(e) Termination and Cessation of Services. Where applicable, the Agreement will be considered terminated and Customer will be notified accordingly on the successful completion of the Switching process. Where Customer does not wish to Switch but instead wishes to erase its Exportable Data and Digital Assets on service termination, termination will occur at the end of the maximum notice period. Nothing in this Addendum requires that a Switching process result in termination of the Agreement except as described in this section.
4.3. Digimarc Obligations; Scope of Portable Items; Trade Secret Protection.
(a) Cooperation and Good Faith. During the Switching process, Digimarc shall cooperate in good faith to make the Switching process effective.
(b) Portable Items. Digimarc will enable Customer to port Exportable Data and Customer’s Digital Assets. The categories of Exportable Data and Digital Assets subject to portability are limited to those items that are, respectively, Exportable Data and Digital Assets within the meaning of the EU Data Act.
(c) Format and Interfaces. Digimarc will make Exportable Data and Customer’s Digital Assets available in a structured, commonly used, and machine-readable format via open interfaces.
(d) Business Continuity and Security. During the Switching process, Digimarc shall act with due care to maintain business continuity and ensure that a high level of security is maintained throughout the process, in particular regarding the security of Data during transfer, in accordance with applicable laws.
(e) Protection of Digimarc Data and Trade Secrets. To the extent necessary to protect trade secrets, Digimarc may exclude from portability data that is related to Customer’s use of the Services but that pertains to Digimarc’s internal functioning, provided that such exclusions do not impede or delay the Switching process.
4.4. Switching Charges and Assistance.
(a) Reduced Switching Charges Prior to January 12, 2027. Prior to January 12, 2027, Digimarc may impose reduced switching charges for the Switching process, provided that those reduced switching charges do not exceed the costs incurred by Digimarc that are directly linked to the Switching process concerned.
(b) Switching Charges On or After January 12, 2027. On or after January 12, 2027, Digimarc shall not impose any charges for the Switching process.
(c) Additional Switching Support. Digimarc shall provide reasonable assistance to Customer as required by the EU Data Act. Digimarc’s mandatory obligations with respect to Switching do not include Additional Switching Support. If Customer requests Additional Switching Support, Digimarc may charge for that Additional Switching Support at Digimarc’s standard professional services rates, provided that the scope and fees are agreed in advance in writing.
(d) Standard Service Fees. Standard service fees for the provision of the Services themselves are not Switching Charges. Customer remains responsible for paying all standard service fees applicable to the Services provided during the Switching process and any Transitional Period.
4.5. Data Retrieval and Deletion.
(a) Data Retrieval. Following the end of the maximum transitional period, Customer has a minimum of 30 days to retrieve any remaining Exportable Data and Digital Assets (the “Retrieval Period”). Customer shall continue to pay all applicable fees during any Retrieval Period.
(b) Deletion. After the expiry of the Retrieval Period, and provided that the Switching process has been completed successfully, Digimarc shall erase Exportable Data and Digital Assets generated by Customer or relating directly to Customer, unless otherwise required by law. The parties may agree on an alternative period for erasure.
5. Governing Law and Forum
Notwithstanding any provision in the Agreement to the contrary, for any dispute arising from or in connection with the EU Data Act, the parties submit to the jurisdiction of the competent courts of the member state of the European Union where Digimarc’s legal representative is located. The mandatory provisions of the EU Data Act apply and cannot be excluded, derogated from, or varied by the Agreement.
6. EU Data Act Representative
If and to the extent Digimarc is required under the EU Data Act to designate a legal representative in the European Union, Digimarc’s designated legal representative may be contacted for matters related to Digimarc’s obligations under the EU Data Act using the contact details made available by Digimarc from time to time. Digimarc reserves the right to change its designated legal representative upon notice to Customer, effective as of the date specified in that notice.
[End of European Union (EU) Data Act Addendum]
