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”). This Addendum is effective as of September 12, 2025, and applies to all Agreements entered on or after that date.
This Addendum is intended to ensure compliance with Regulation (EU) 2023/2854 (the “EU Data Act”). This Addendum applies to any Customer domiciled in a member state of the European Union. In the event of any conflict between the terms of this Addendum and the terms of the Agreement, the terms of this Addendum control.
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. “Data” has the meaning provided in Article 2(1) of the EU Data Act.
1.2. “Data Processing Service” has the meaning provided in Article 2(8) of the EU Data Act.
1.3. “Digital Asset” has the meaning provided in Article 2(32) of the EU Data Act.
1.4. “Exportable Data” has the meaning provided in Article 2(38) of the EU Data Act.
1.5. “Public Emergency” has the meaning provided in Article 2(29) of the EU Data Act.
1.6. “Public Sector Body” has the meaning provided in Article 2(28) of the EU Data Act.
1.7. “Services” means the specific Data Processing Services provided by Digimarc to Customer under the Agreement.
1.8. “Switch” and “Switching” have the meaning provided in Article 2(34) of the EU Data Act.
1.9. “Switching Assistance” means any additional technical support or professional services provided by Digimarc at Customer’s request to facilitate a Switching process, beyond the scope of reasonable assistance as described in this Addendum.
2. Customer Rights to Data
2.1. Right to Access. At Customer’s request, Digimarc will make all Exportable Data available to Customer without undue delay, free of charge to the Customer, and in a structured, commonly used, and machine-readable format.
2.2. Right to Share. At Customer’s request, Digimarc will make all Exportable Data available to a third party of Customer’s choice without undue delay. Digimarc may seek fair, reasonable, and non-discriminatory compensation from the third-party data recipient for the costs incurred in facilitating the direct transfer of that Exportable Data.
3. Data Access and Disclosure
3.1. International Government Access. Digimarc shall take all adequate technical, organizational, and legal measures to prevent any transfer of or access to Exportable Data that is not authorized under European Union law. If Digimarc receives an order from a court or authority of a country that is not a member state of the European Union to disclose that Exportable Data, Digimarc will, unless legally prohibited, promptly notify Customer of the request. Digimarc will not disclose that Exportable 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, including Exportable 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. Customer may initiate a Switching process by providing Digimarc written notice. Following that notice, a transitional period of 30 calendar days (or such longer period as is technically necessary, not to exceed seven months) will commence, during which Digimarc will continue to provide the Services and offer all reasonable assistance. The provision of Services under the applicable Agreement will cease upon completion of this period. Nothing in this Addendum requires that a Switching process result in termination of the Agreement unless otherwise elected by Customer or necessitated by the nature of the Services.
4.3. Digimarc Obligations. During the transitional period, Digimarc shall cooperate in good faith and make available all Exportable Data and Customer’s Digital Assets in a structured, commonly used, and machine-readable format via open interfaces.
4.4. Switching Charges and Assistance.
(a) Prior to January 12, 2027, Digimarc may charge fees at Digimarc’s standard professional services rates for Switching Assistance, not to exceed the direct costs incurred by Digimarc to facilitate the Switching process, in accordance with Article 29 of the EU Data Act.
(b) On or after January 12, 2027, Digimarc shall not impose any charges for the Switching process, and all reasonable Switching Assistance will be provided free of charge.
(c) Notwithstanding the foregoing, assistance for tasks that Customer can perform via self-service APIs or other provided tooling is not considered reasonable assistance and may be billable at Digimarc’s standard professional services rates.
4.5. Data Retrieval. Following the 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. At the end of the Retrieval Period, Digimarc shall erase the Exportable Data and Digital Assets.
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
For the purposes of the EU Data Act, Digimarc's designated legal representative may be contacted for any matters related to Digimarc's obligations under the EU Data Act via email at privacy [at] digimarc [dot] com. Digimarc reserves the right to change its designated legal representative.
[End of European Union (EU) Data Act Addendum]
