European Union Regulatory Addendum
Last Updated: September 9, 2026
These European Union Regulatory Terms ("EU Terms") apply to Customer's use of the Service to the extent Customer is located in the European Union or otherwise subject to EU law. These EU Terms supplement and are incorporated into the Master Service Agreement between Customer and Totango, Inc. d/b/a Odie ("Agreement").
Applicability: These EU Terms apply automatically to customers located in the European Union. By using the Service, EU-based customers agree to these EU Terms.
Optional Execution: At Customer's request, these EU Terms may be executed by both parties as a formal EU Regulatory Addendum and attached to an Order Form, in which case the executed Addendum shall take precedence over these EU Terms in accordance with Section 16.4 of the Agreement.
Capitalized terms not defined herein have the meanings assigned in the Agreement.
DEFINITIONS
For purposes of this EU Addendum: “EU Data Act” means Regulation (EU) 2023/2854 of the European Parliament and of the Council; “EU AI Act” means Regulation (EU) 2024/1689 of the European Parliament and of the Council; and “EU DMA” means Regulation (EU) 2022/1925 of the European Parliament and of the Council (Digital Markets Act).
1. EU DATA ACT COMPLIANCE
1.1 Data Portability. Upon Customer’s written request and subject to reasonable technical limitations, Odie will make available Customer’s Data in a machine-readable format to enable Customer to port such data. Odie may charge reasonable fees for data export services that exceed the standard export functionality provided through the Service. Odie has no obligation to convert Data to formats specifically required by third-party services or competitors.
1.2 Switching Assistance. Upon Customer’s written request and at Customer’s expense, Odie will provide reasonable assistance to facilitate Customer’s migration to an alternative service provider, subject to Odie’s resource availability and for a reasonable transition period not to exceed ninety (90) days. Such assistance shall be limited to commercially reasonable technical cooperation and does not include development of custom integrations or modification of Data formats beyond Odie’s standard capabilities.
1.3 Contractual Terms Representation. Odie represents that the Agreement does not contain terms that would prevent Customer from switching to an alternative service provider, impose unreasonable obstacles to data portability, or create disproportionate switching costs, in each case as prohibited by Article 13 of the EU Data Act. This representation is based on Odie’s understanding of the Agreement as of the effective date of this EU Addendum.
2. AI ACT COMPLIANCE (IF APPLICABLE)
2.1 AI Transparency. To the extent the Service incorporates artificial intelligence or machine learning capabilities and to the extent technically feasible without compromising Odie’s trade secrets or proprietary information, Odie will provide Customer with a general description of such AI/ML features upon written request.
2.2 High-Risk AI Systems. To the extent Odie determines that the Service constitutes a high-risk AI system under Annex III of the EU AI Act, Odie will use commercially reasonable efforts to maintain conformity with applicable requirements, subject to technical and commercial feasibility. Odie makes no warranty that AI-generated outputs will meet Customer’s specific requirements or expectations.
2.3 Prohibited AI Practices. Odie represents that, to its knowledge, the Service does not employ AI practices prohibited under Article 5 of the EU AI Act, including social scoring of natural persons, manipulation of human behavior, or real-time remote biometric identification systems in publicly accessible spaces.
3. LIMITATIONS AND DISCLAIMERS
3.1 Compliance Disclaimer. Odie makes commercially reasonable efforts to comply with applicable EU laws but does not warrant that the Service fully complies with all EU regulations or interpretations thereof. Customer remains solely responsible for its own compliance with EU laws in its use of the Service and for determining the suitability of the Service for Customer’s intended purposes under applicable EU law.
3.2 Service Modifications. Odie may modify the Service from time to time to comply with changes in EU law or regulatory guidance. Such modifications do not constitute a breach of the Agreement and may temporarily impact Service functionality. Odie will use reasonable efforts to provide advance notice of material changes affecting Service functionality, but Customer acknowledges that immediate compliance may require urgent modifications.
3.3 Liability Limitations. All liability limitations, disclaimers, and exclusions set forth in the Agreement, including without limitation Section 14.4 (Limitation of Liability), apply in full to any claims arising under or related to this EU Addendum. Odie’s maximum aggregate liability for any failure to comply with EU law requirements shall not exceed the liability caps set forth in the Agreement.
3.4 No Third-Party Beneficiaries. This EU Addendum is solely for the benefit of the parties hereto and does not create any rights for data subjects, regulatory authorities, or other third parties, except as expressly required by applicable law. Only the parties to the Agreement may enforce the provisions of this EU Addendum subject to any mandatory rights granted to data subjects under applicable data protection laws.
3.5 Order of Precedence. This EU Addendum is subject to the order of precedence provisions in Section 16.4 of the Agreement. The liability limitations, intellectual property ownership provisions, disclaimers of warranties, indemnification obligations, and other material protections set forth in the Agreement shall control in the event of any conflict with this EU Addendum.
4. TERM AND TERMINATION
4.1 Term. This EU Addendum shall commence on the effective date set forth above and shall remain in effect for the term of the Agreement, including any renewal terms.
4.2 Termination for Legal Changes. Either party may terminate this EU Addendum upon thirty (30) days’ written notice if changes in EU law make performance of this EU Addendum commercially impracticable or legally impossible. If this EU Addendum is terminated and Odie reasonably determines that it cannot provide the Service to Customer without this EU Addendum due to legal requirements, either party may terminate the Agreement in accordance with its terms.
5. GOVERNING LAW AND DISPUTE RESOLUTION
5.1 Governing Law. This EU Addendum shall be governed by and construed in accordance with the laws of the State of New York, without reference to its conflict of laws rules. References to EU law herein are solely for the purpose of establishing minimum compliance obligations and do not alter the governing law of this EU Addendum or the Agreement.
5.2 Jurisdiction. Any disputes arising under or related to this EU Addendum shall be resolved in accordance with the jurisdiction and venue provisions set forth in Section 16.5 of the Agreement. Notwithstanding the foregoing, Odie reserves the right to seek injunctive relief in any court of competent jurisdiction to enforce this EU Addendum.
5.3 Interpretation. This EU Addendum shall be interpreted and construed to minimize any expansion of Odie’s obligations beyond those expressly required by applicable EU law and to preserve the parties’ rights and obligations under the Agreement to the maximum extent permitted by law.