1.1 “Ecosystem Data” means Publicly Available Data relating to third-party publishers, booksellers, book influencers, authors, and other participants in the book publishing ecosystem, collected and aggregated by Showcase independently of Publisher instruction, and made available to Publisher through the Services.

1.2 “Publicly Available Data” means data that is accessible without authentication, login, password, or circumvention of any technical restriction, and that the relevant account holder has made available to the general public through their platform privacy settings. This includes, without limitation, public follower counts, public engagement metrics, and publicly visible posting activity.

1.3 “Publisher Data” means data provided by Publisher to Showcase, including but not limited to sales data, author lists, and account identifiers.

1.4 “Third-Party Platforms” means social media platforms and other online services from which Publicly Available Data may be collected, including but not limited to Instagram, TikTok, X (formerly Twitter), YouTube, Facebook, LinkedIn, Substack, Bluesky, Threads, and similar services.

2.1 Services. Showcase shall provide Publisher with access to the Showcase Analytics Hub, a platform that aggregates and analyzes Publicly Available Data for the purpose of social audience reach analytics (the “Services”). The Services comprise two components, as further described in one or more Order Forms:

• Ecosystem Data Feeds: pre-packaged data covering publishers, booksellers, book influencers, and other segments of the book ecosystem, collected independently by Showcase; and
• Custom Author Tracking: audience data for specific authors designated by Publisher.

2.2 Nature of Data. The Services process only: (a) Publicly Available Data, including public follower counts, engagement indicators, and posting activity; and (b) Publisher Data provided by Publisher. Ecosystem Data includes information about third-party publishers, booksellers, and influencers who are not affiliated with Publisher. Showcase does not access private accounts, login-restricted data, direct messages, or private communications.

2.3 Data Collection Methods. Publisher acknowledges that Showcase collects Publicly Available Data using automated methods that are common in the social media analytics industry. Showcase does not represent or warrant that its data collection methods comply with the terms of service of any Third-Party Platform. Publisher acknowledges and accepts that Third-Party Platforms may restrict, limit, or terminate access to data at any time without notice.

2.4 No Access to Restricted Data. Showcase represents that it does not and will not: (a) access private or login-restricted accounts; (b) access, collect, or process direct messages, private communications, or non-public content; (c) use credentials belonging to others to access platform data; (d) circumvent technical access controls, CAPTCHAs, rate limits, or authentication requirements; or (e) access data that has been configured by the account holder to be non-public.

2.5 Updates and Evolution. The Services may evolve over time. Any material change to how Publisher Data is processed will be subject to applicable law and, where required, additional notice or agreement.

3.1 Incorporation. Each Order Form executed by the parties is incorporated into this Agreement by reference.

3.2 Conflict. In the event of a conflict, the following order of precedence applies: (a) Order Form; (b) Data Processing Agreement; (c) this Agreement.

4.1 Publisher Responsibilities. Publisher is solely responsible for: (a) determining which authors and accounts are included in Custom Author Tracking; (b) its use of the Services and analytics outputs, including any decisions made on the basis of such outputs; (c) compliance with applicable laws relating to its authors, staff, and business operations; and (d) any communications with authors regarding inclusion in the Services.

4.2 Publisher Warranties. Publisher represents and warrants that: (a) it has a lawful basis to analyze the public social media presence of its authors and associated accounts; (b) any required notices or permissions have been provided to authors as required by applicable law; (c) it has the right to provide any Publisher Data it supplies to Showcase; (d) it will not instruct Showcase to process private, restricted, or unlawful data; and (e) its use of the Services and analytics outputs will comply with applicable law.

4.3 Author Relationships. Publisher acknowledges that it, and not Showcase, maintains the relationship with authors whose data is included in Custom Author Tracking. Publisher shall be solely responsible for any disputes, claims, or complaints from authors relating to their inclusion in the Services or Publisher’s use of analytics outputs.

4.4 Ecosystem Data. Publisher acknowledges that Ecosystem Data is collected by Showcase independently and includes information about third parties with whom Publisher has no relationship. Publisher shall not use Ecosystem Data in any manner that violates applicable law or the rights of such third parties.

5.1 Roles. For personal data processed under this Agreement: (a) Publisher is the Data Controller for Custom Author Tracking data; and (b) Showcase is the Data Processor acting on Publisher’s instructions for Custom Author Tracking, and an independent Data Controller for Ecosystem Data.

5.2 DPA. The Data Processing Agreement attached as Schedule 1 forms part of this Agreement and governs the processing of personal data.

5.3 Lawful Basis. Publisher acknowledges that the processing of personal data under this Agreement relies on legitimate interests (Article 6(1)(f) UK GDPR), specifically Publisher’s legitimate interest in understanding the public reach and engagement of authors and other participants in the book ecosystem for marketing, editorial, and business purposes. Publisher represents that it has conducted an appropriate assessment and determined that this interest is not overridden by the data subjects’ rights, given that only Publicly Available Data is processed.

6.1 Platform Risk. Publisher acknowledges and agrees that: (a) the availability, scope, accuracy, and completeness of data from Third-Party Platforms may change at any time without notice; (b) Third-Party Platforms may modify their terms of service, technical access, APIs, or enforcement practices at any time; (c) Showcase has no control over Third-Party Platforms and cannot guarantee continued access to any platform data; and (d) historical data may become unavailable or inaccurate due to platform changes.

6.2 No Platform Warranties. Showcase makes no representation or warranty regarding: (a) compliance with terms of service of any Third-Party Platform; (b) continued availability of data from any Third-Party Platform; (c) the accuracy, completeness, or timeliness of data obtained from Third-Party Platforms; or (d) the actions, policies, or enforcement decisions of any Third-Party Platform.

6.3 Adaptation. Showcase shall use commercially reasonable efforts to adapt the Services in response to changes by Third-Party Platforms, but does not guarantee continuity of any specific data source or metric.

7.1 Current Use. Showcase may use data processed under this Agreement to: (a) operate and improve the Services; (b) develop aggregated analytics and insights; and (c) improve accuracy, usability, and functionality of the Services.

7.2 Restrictions. Showcase will not: (a) use Publisher Data to make automated decisions about individuals with legal or similarly significant effects; (b) sell Publisher Data or models trained exclusively on Publisher Data to third parties; or (c) disclose Publisher-specific data to other customers in an identifiable form.

7.3 Future Services. New analytics, insights, modeling, or advisory services may be offered in the future subject to separate agreement or Order Form.

8.1 Fees. Fees are set out in the applicable Order Form and may be denominated in different currencies depending on the customer location.

8.2 Payment Terms. Unless otherwise stated in an Order Form, fees are payable in advance and are non-refundable. Late payments shall accrue interest at the rate of 2% per month or the maximum rate permitted by law, whichever is lower.

9.1 Publisher Data. Publisher retains all rights in its Publisher Data.

9.2 Showcase IP. Showcase retains all rights in: (a) the Services, including all software, algorithms, and methodologies; (b) analytics methodologies and calculations; (c) Ecosystem Data and aggregated and anonymized insights derived from data processed under this Agreement; and (d) models, improvements, and derivative works. No rights are granted to Publisher except as expressly stated in this Agreement.

10.1 Obligations. Each party shall keep confidential any non-public information received from the other party and use it only for purposes of this Agreement. Confidential information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party; or (d) is disclosed pursuant to legal requirement, provided the disclosing party is given reasonable notice where permitted.

11.1 AS-IS Basis. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” SHOWCASE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

11.2 No Guarantees. Showcase does not guarantee the accuracy, completeness, timeliness, or availability of any data from Third-Party Platforms. Metrics and calculations are provided for informational purposes only and should not be relied upon as the sole basis for business decisions.

11.3 Third-Party Platforms. Showcase is not responsible for and disclaims all liability relating to: (a) actions, changes, policies, or availability of Third-Party Platforms; (b) enforcement actions by Third-Party Platforms; (c) changes to platform terms of service or data access; and (d) any loss of data or service interruption caused by Third-Party Platforms.

11.4 Business Decisions. The Services provide data and analytics to inform Publisher’s decision-making. Showcase is not responsible for Publisher’s business, editorial, marketing, or employment decisions, regardless of whether such decisions were informed by the Services.

12.1 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHOWCASE’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES ACTUALLY PAID BY PUBLISHER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.2 Excluded Liability. IN NO EVENT SHALL SHOWCASE BE LIABLE FOR: (a) Publisher’s editorial, employment, compensation, or business decisions; (b) disputes between Publisher and authors or other third parties; (c) platform enforcement actions, terms of service changes, or data access restrictions by Third-Party Platforms; (d) loss of data or service interruption caused by Third-Party Platforms; (e) indirect, incidental, special, consequential, or punitive damages; (f) loss of profits, revenue, data, or business opportunities; or (g) any claim arising more than one (1) year after the cause of action arose.

12.3 Essential Basis. The limitations in this Section 12 are an essential basis of the bargain between the parties and shall apply regardless of the form of action, whether in contract, tort, strict liability, or otherwise, and even if Showcase has been advised of the possibility of such damages.

13.1 By Publisher. Publisher shall indemnify, defend, and hold harmless Showcase and its officers, directors, employees, and agents from and against any claims, damages, losses, costs, and expenses (including reasonable legal fees) arising from or relating to: (a) Publisher’s breach of this Agreement; (b) Publisher’s violation of applicable law; (c) claims by authors or other third parties relating to Publisher Data or Publisher’s use of the Services; (d) claims that Publisher lacked authority to include specific authors or accounts in the Services; (e) Publisher’s editorial, employment, or business decisions informed by the Services; and (f) Publisher instructions that violate law or platform terms.

13.2 Procedure. The indemnified party shall provide prompt notice of any claim, allow the indemnifying party to control the defense, and provide reasonable cooperation at the indemnifying party’s expense.

14.1 Term. This Agreement commences on the Effective Date and continues until terminated in accordance with this Section 14.

14.2 Termination for Convenience. Either party may terminate this Agreement for any reason upon thirty (30) days’ written notice to the other party.

14.3 Termination for Breach. 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 thirty (30) days of receiving written notice.

14.4 Termination for Platform Changes. Showcase may terminate this Agreement or any Order Form upon thirty (30) days’ notice if changes by Third-Party Platforms materially impair Showcase’s ability to provide the Services.

14.5 Effect of Termination. Upon termination: (a) Publisher’s access to the Services ends immediately; (b) each party shall return or destroy the other party’s Confidential Information; and (c) data shall be handled in accordance with the DPA. Sections 9, 10, 11, 12, 13, and 15 shall survive termination.

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts of England and Wales.

15.2 Notices. All notices shall be in writing and sent to the addresses specified in the Order Form or to admin@showcase-books.com for notices to Showcase.

15.3 Assignment. Neither party may assign this Agreement without the other party’s prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee agrees to be bound by this Agreement.

15.4 Severability. If any provision of this Agreement is held unenforceable, the remaining provisions shall continue in full force and effect.

15.5 Entire Agreement. This Agreement, together with all Order Forms and the DPA, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements and understandings.

15.6 Amendments. This Agreement may only be amended in writing signed by both parties.

15.7 Electronic Signatures. Electronic signatures are permitted and shall have the same legal effect as original signatures.

This Data Processing Agreement (“DPA”) forms part of the Master Services Agreement between Showcase Labs Ltd (“Showcase”) and Publisher.

1.1 In this DPA, “Data Protection Laws” means the UK GDPR, the Data Protection Act 2018, and any other applicable data protection legislation. Terms defined in the Agreement have the same meaning in this DPA. “Personal Data,” “Data Controller,” “Data Processor,” “Data Subject,” and “Processing” have the meanings given in Data Protection Laws.

2.1 Subject Matter. The processing of Personal Data for the purpose of providing social audience reach analytics as described in the Agreement.

2.2 Duration. Processing shall continue for the term of the Agreement and as required by this DPA thereafter.

2.3 Nature and Purpose. Aggregation, analysis, and reporting of Publicly Available Data from Third-Party Platforms and Publisher Data to provide insights into: (a) the social media presence and audience reach of authors designated by Publisher (Custom Author Tracking); and (b) audience trends across the broader book publishing ecosystem including third-party publishers, booksellers, and book influencers (Ecosystem Data Feeds).

3.1 Data Subjects. (a) For Custom Author Tracking: authors, contributors, and other individuals associated with Publisher whose public social media presence is analyzed under the Services; (b) For Ecosystem Data Feeds: individuals associated with third-party publishers, booksellers, book influencers, and other participants in the book ecosystem.

3.2 Categories of Personal Data. (a) Names and identifiers; (b) public social media account handles and profile information; (c) publicly available metrics including follower counts, engagement rates, and posting activity; and (d) Publisher-provided data such as sales figures associated with authors (Custom Author Tracking only).

3.3 Special Categories. The Services are not intended to process special category data. Publisher shall not instruct Showcase to process any special category data as defined in Article 9 UK GDPR.

4.1 Controller and Processor. For Custom Author Tracking: Publisher is the Data Controller and Showcase is the Data Processor acting on Publisher’s instructions. For Ecosystem Data Feeds: Showcase is an independent Data Controller.

4.2 Publisher Responsibilities. Publisher shall: (a) ensure it has a valid lawful basis for processing; (b) provide any required notices to Data Subjects; (c) ensure its instructions to Showcase comply with Data Protection Laws; and (d) respond to Data Subject requests relating to Custom Author Tracking.

4.3 Lawful Basis. Publisher confirms that the processing relies on legitimate interests (Article 6(1)(f) UK GDPR), specifically Publisher’s legitimate interest in understanding the public social media reach of authors and other participants in the book ecosystem for marketing and business purposes. Publisher has determined that this interest is not overridden by the Data Subjects’ rights given that: (a) only Publicly Available Data is processed; (b) the Data Subjects are public-facing professionals whose public presence is relevant to their professional activities; and (c) the processing does not involve sensitive decisions about Data Subjects.

5.1 Processing Instructions. For Custom Author Tracking, Showcase shall process Personal Data only on documented instructions from Publisher, unless required by law to do otherwise, in which case Showcase shall inform Publisher before processing unless prohibited by law.

5.2 Confidentiality. Showcase shall ensure that persons authorized to process Personal Data are subject to confidentiality obligations.

5.3 Security. Showcase shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including: (a) encryption of Personal Data in transit and at rest; (b) access controls limiting access to authorized personnel; (c) regular security assessments; and (d) incident response procedures.

5.4 Sub-processors. Showcase may engage sub-processors to assist in providing the Services. Current sub-processors include Google Cloud Platform for hosting and data storage. Showcase shall maintain a list of sub-processors and notify Publisher of any intended additions or changes, providing Publisher an opportunity to object on reasonable grounds.

5.5 Data Subject Requests. For Custom Author Tracking, Showcase shall promptly notify Publisher of any Data Subject request received and shall provide reasonable assistance to enable Publisher to respond. Showcase shall not respond directly to Data Subjects without Publisher’s prior instruction unless legally required. For Ecosystem Data Feeds, Showcase shall handle Data Subject requests as an independent Controller.

5.6 Data Breach. Showcase shall notify Publisher without undue delay upon becoming aware of a Personal Data breach affecting Publisher Data. Showcase shall provide reasonable assistance in investigating and mitigating the breach and fulfilling Publisher’s notification obligations.

5.7 Audit. Showcase shall make available to Publisher information necessary to demonstrate compliance with this DPA and allow for audits by Publisher or an appointed auditor, subject to reasonable notice and confidentiality obligations.

6.1 Retention Periods. (a) Raw Personal Data: retained for twelve (12) months from collection, then deleted or anonymized; (b) Aggregated and anonymized data: may be retained for up to five (5) years for analytics and service improvement purposes.

6.2 Deletion on Termination. Upon termination of the Agreement, Showcase shall, at Publisher’s election, delete or return all Personal Data relating to Custom Author Tracking within thirty (30) days, except where retention is required by applicable law. Showcase shall certify deletion upon request. Ecosystem Data is retained by Showcase as an independent Controller.

7.1 Location. Personal Data is hosted within the European Economic Area using Google Cloud Platform infrastructure located in the EU.

7.2 Transfer Mechanisms. If any transfer of Personal Data outside the EEA becomes necessary, Showcase shall ensure appropriate safeguards are in place, such as Standard Contractual Clauses approved by the European Commission or UK International Data Transfer Agreement as applicable.

8.1 The limitations of liability set out in the Agreement apply to this DPA. Each party shall be liable for its own breaches of Data Protection Laws to the extent required by such laws.

1.1 “Ecosystem Data” means Publicly Available Data relating to third-party publishers, booksellers, book influencers, authors, and other participants in the book publishing ecosystem, collected and aggregated by Showcase independently of Publisher instruction, and made available to Publisher through the Services.

1.2 “Publicly Available Data” means data that is accessible without authentication, login, password, or circumvention of any technical restriction, and that the relevant account holder has made available to the general public through their platform privacy settings. This includes, without limitation, public follower counts, public engagement metrics, and publicly visible posting activity.

1.3 “Publisher Data” means data provided by Publisher to Showcase, including but not limited to sales data, author lists, and account identifiers.

1.4 “Third-Party Platforms” means social media platforms and other online services from which Publicly Available Data may be collected, including but not limited to Instagram, TikTok, X (formerly Twitter), YouTube, Facebook, LinkedIn, Substack, Bluesky, Threads, and similar services.

2.1 Services. Showcase shall provide Publisher with access to the Showcase Analytics Hub, a platform that aggregates and analyzes Publicly Available Data for the purpose of social audience reach analytics (the “Services”). The Services comprise two components, as further described in one or more Order Forms:

• Ecosystem Data Feeds: pre-packaged data covering publishers, booksellers, book influencers, and other segments of the book ecosystem, collected independently by Showcase; and
• Custom Author Tracking: audience data for specific authors designated by Publisher.

2.2 Nature of Data. The Services process only: (a) Publicly Available Data, including public follower counts, engagement indicators, and posting activity; and (b) Publisher Data provided by Publisher. Ecosystem Data includes information about third-party publishers, booksellers, and influencers who are not affiliated with Publisher. Showcase does not access private accounts, login-restricted data, direct messages, or private communications.

2.3 Data Collection Methods. Publisher acknowledges that Showcase collects Publicly Available Data using automated methods that are common in the social media analytics industry. Showcase does not represent or warrant that its data collection methods comply with the terms of service of any Third-Party Platform. Publisher acknowledges and accepts that Third-Party Platforms may restrict, limit, or terminate access to data at any time without notice.

2.4 No Access to Restricted Data. Showcase represents that it does not and will not: (a) access private or login-restricted accounts; (b) access, collect, or process direct messages, private communications, or non-public content; (c) use credentials belonging to others to access platform data; (d) circumvent technical access controls, CAPTCHAs, rate limits, or authentication requirements; or (e) access data that has been configured by the account holder to be non-public.

2.5 Updates and Evolution. The Services may evolve over time. Any material change to how Publisher Data is processed will be subject to applicable law and, where required, additional notice or agreement.

3.1 Incorporation. Each Order Form executed by the parties is incorporated into this Agreement by reference.

3.2 Conflict. In the event of a conflict, the following order of precedence applies: (a) Order Form; (b) Data Processing Agreement; (c) this Agreement.

4.1 Publisher Responsibilities. Publisher is solely responsible for: (a) determining which authors and accounts are included in Custom Author Tracking; (b) its use of the Services and analytics outputs, including any decisions made on the basis of such outputs; (c) compliance with applicable laws relating to its authors, staff, and business operations; and (d) any communications with authors regarding inclusion in the Services.

4.2 Publisher Warranties. Publisher represents and warrants that: (a) it has a lawful basis to analyze the public social media presence of its authors and associated accounts; (b) any required notices or permissions have been provided to authors as required by applicable law; (c) it has the right to provide any Publisher Data it supplies to Showcase; (d) it will not instruct Showcase to process private, restricted, or unlawful data; and (e) its use of the Services and analytics outputs will comply with applicable law.

4.3 Author Relationships. Publisher acknowledges that it, and not Showcase, maintains the relationship with authors whose data is included in Custom Author Tracking. Publisher shall be solely responsible for any disputes, claims, or complaints from authors relating to their inclusion in the Services or Publisher’s use of analytics outputs.

4.4 Ecosystem Data. Publisher acknowledges that Ecosystem Data is collected by Showcase independently and includes information about third parties with whom Publisher has no relationship. Publisher shall not use Ecosystem Data in any manner that violates applicable law or the rights of such third parties.

5.1 Roles. For personal data processed under this Agreement: (a) Publisher is the Data Controller for Custom Author Tracking data; and (b) Showcase is the Data Processor acting on Publisher’s instructions for Custom Author Tracking, and an independent Data Controller for Ecosystem Data.

5.2 DPA. The Data Processing Agreement attached as Schedule 1 forms part of this Agreement and governs the processing of personal data.

5.3 Lawful Basis. Publisher acknowledges that the processing of personal data under this Agreement relies on legitimate interests (Article 6(1)(f) UK GDPR), specifically Publisher’s legitimate interest in understanding the public reach and engagement of authors and other participants in the book ecosystem for marketing, editorial, and business purposes. Publisher represents that it has conducted an appropriate assessment and determined that this interest is not overridden by the data subjects’ rights, given that only Publicly Available Data is processed.

6.1 Platform Risk. Publisher acknowledges and agrees that: (a) the availability, scope, accuracy, and completeness of data from Third-Party Platforms may change at any time without notice; (b) Third-Party Platforms may modify their terms of service, technical access, APIs, or enforcement practices at any time; (c) Showcase has no control over Third-Party Platforms and cannot guarantee continued access to any platform data; and (d) historical data may become unavailable or inaccurate due to platform changes.

6.2 No Platform Warranties. Showcase makes no representation or warranty regarding: (a) compliance with terms of service of any Third-Party Platform; (b) continued availability of data from any Third-Party Platform; (c) the accuracy, completeness, or timeliness of data obtained from Third-Party Platforms; or (d) the actions, policies, or enforcement decisions of any Third-Party Platform.

6.3 Adaptation. Showcase shall use commercially reasonable efforts to adapt the Services in response to changes by Third-Party Platforms, but does not guarantee continuity of any specific data source or metric.

7.1 Current Use. Showcase may use data processed under this Agreement to: (a) operate and improve the Services; (b) develop aggregated analytics and insights; and (c) improve accuracy, usability, and functionality of the Services.

7.2 Restrictions. Showcase will not: (a) use Publisher Data to make automated decisions about individuals with legal or similarly significant effects; (b) sell Publisher Data or models trained exclusively on Publisher Data to third parties; or (c) disclose Publisher-specific data to other customers in an identifiable form.

7.3 Future Services. New analytics, insights, modeling, or advisory services may be offered in the future subject to separate agreement or Order Form.

8.1 Fees. Fees are set out in the applicable Order Form and may be denominated in different currencies depending on the customer location.

8.2 Payment Terms. Unless otherwise stated in an Order Form, fees are payable in advance and are non-refundable. Late payments shall accrue interest at the rate of 2% per month or the maximum rate permitted by law, whichever is lower.

9.1 Publisher Data. Publisher retains all rights in its Publisher Data.

9.2 Showcase IP. Showcase retains all rights in: (a) the Services, including all software, algorithms, and methodologies; (b) analytics methodologies and calculations; (c) Ecosystem Data and aggregated and anonymized insights derived from data processed under this Agreement; and (d) models, improvements, and derivative works. No rights are granted to Publisher except as expressly stated in this Agreement.

10.1 Obligations. Each party shall keep confidential any non-public information received from the other party and use it only for purposes of this Agreement. Confidential information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party; or (d) is disclosed pursuant to legal requirement, provided the disclosing party is given reasonable notice where permitted.

11.1 AS-IS Basis. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” SHOWCASE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

11.2 No Guarantees. Showcase does not guarantee the accuracy, completeness, timeliness, or availability of any data from Third-Party Platforms. Metrics and calculations are provided for informational purposes only and should not be relied upon as the sole basis for business decisions.

11.3 Third-Party Platforms. Showcase is not responsible for and disclaims all liability relating to: (a) actions, changes, policies, or availability of Third-Party Platforms; (b) enforcement actions by Third-Party Platforms; (c) changes to platform terms of service or data access; and (d) any loss of data or service interruption caused by Third-Party Platforms.

11.4 Business Decisions. The Services provide data and analytics to inform Publisher’s decision-making. Showcase is not responsible for Publisher’s business, editorial, marketing, or employment decisions, regardless of whether such decisions were informed by the Services.

12.1 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHOWCASE’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES ACTUALLY PAID BY PUBLISHER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.2 Excluded Liability. IN NO EVENT SHALL SHOWCASE BE LIABLE FOR: (a) Publisher’s editorial, employment, compensation, or business decisions; (b) disputes between Publisher and authors or other third parties; (c) platform enforcement actions, terms of service changes, or data access restrictions by Third-Party Platforms; (d) loss of data or service interruption caused by Third-Party Platforms; (e) indirect, incidental, special, consequential, or punitive damages; (f) loss of profits, revenue, data, or business opportunities; or (g) any claim arising more than one (1) year after the cause of action arose.

12.3 Essential Basis. The limitations in this Section 12 are an essential basis of the bargain between the parties and shall apply regardless of the form of action, whether in contract, tort, strict liability, or otherwise, and even if Showcase has been advised of the possibility of such damages.

13.1 By Publisher. Publisher shall indemnify, defend, and hold harmless Showcase and its officers, directors, employees, and agents from and against any claims, damages, losses, costs, and expenses (including reasonable legal fees) arising from or relating to: (a) Publisher’s breach of this Agreement; (b) Publisher’s violation of applicable law; (c) claims by authors or other third parties relating to Publisher Data or Publisher’s use of the Services; (d) claims that Publisher lacked authority to include specific authors or accounts in the Services; (e) Publisher’s editorial, employment, or business decisions informed by the Services; and (f) Publisher instructions that violate law or platform terms.

13.2 Procedure. The indemnified party shall provide prompt notice of any claim, allow the indemnifying party to control the defense, and provide reasonable cooperation at the indemnifying party’s expense.

14.1 Term. This Agreement commences on the Effective Date and continues until terminated in accordance with this Section 14.

14.2 Termination for Convenience. Either party may terminate this Agreement for any reason upon thirty (30) days’ written notice to the other party.

14.3 Termination for Breach. 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 thirty (30) days of receiving written notice.

14.4 Termination for Platform Changes. Showcase may terminate this Agreement or any Order Form upon thirty (30) days’ notice if changes by Third-Party Platforms materially impair Showcase’s ability to provide the Services.

14.5 Effect of Termination. Upon termination: (a) Publisher’s access to the Services ends immediately; (b) each party shall return or destroy the other party’s Confidential Information; and (c) data shall be handled in accordance with the DPA. Sections 9, 10, 11, 12, 13, and 15 shall survive termination.

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts of England and Wales.

15.2 Notices. All notices shall be in writing and sent to the addresses specified in the Order Form or to admin@showcase-books.com for notices to Showcase.

15.3 Assignment. Neither party may assign this Agreement without the other party’s prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee agrees to be bound by this Agreement.

15.4 Severability. If any provision of this Agreement is held unenforceable, the remaining provisions shall continue in full force and effect.

15.5 Entire Agreement. This Agreement, together with all Order Forms and the DPA, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements and understandings.

15.6 Amendments. This Agreement may only be amended in writing signed by both parties.

15.7 Electronic Signatures. Electronic signatures are permitted and shall have the same legal effect as original signatures.

This Data Processing Agreement (“DPA”) forms part of the Master Services Agreement between Showcase Labs Ltd (“Showcase”) and Publisher.

1.1 In this DPA, “Data Protection Laws” means the UK GDPR, the Data Protection Act 2018, and any other applicable data protection legislation. Terms defined in the Agreement have the same meaning in this DPA. “Personal Data,” “Data Controller,” “Data Processor,” “Data Subject,” and “Processing” have the meanings given in Data Protection Laws.

2.1 Subject Matter. The processing of Personal Data for the purpose of providing social audience reach analytics as described in the Agreement.

2.2 Duration. Processing shall continue for the term of the Agreement and as required by this DPA thereafter.

2.3 Nature and Purpose. Aggregation, analysis, and reporting of Publicly Available Data from Third-Party Platforms and Publisher Data to provide insights into: (a) the social media presence and audience reach of authors designated by Publisher (Custom Author Tracking); and (b) audience trends across the broader book publishing ecosystem including third-party publishers, booksellers, and book influencers (Ecosystem Data Feeds).

3.1 Data Subjects. (a) For Custom Author Tracking: authors, contributors, and other individuals associated with Publisher whose public social media presence is analyzed under the Services; (b) For Ecosystem Data Feeds: individuals associated with third-party publishers, booksellers, book influencers, and other participants in the book ecosystem.

3.2 Categories of Personal Data. (a) Names and identifiers; (b) public social media account handles and profile information; (c) publicly available metrics including follower counts, engagement rates, and posting activity; and (d) Publisher-provided data such as sales figures associated with authors (Custom Author Tracking only).

3.3 Special Categories. The Services are not intended to process special category data. Publisher shall not instruct Showcase to process any special category data as defined in Article 9 UK GDPR.

4.1 Controller and Processor. For Custom Author Tracking: Publisher is the Data Controller and Showcase is the Data Processor acting on Publisher’s instructions. For Ecosystem Data Feeds: Showcase is an independent Data Controller.

4.2 Publisher Responsibilities. Publisher shall: (a) ensure it has a valid lawful basis for processing; (b) provide any required notices to Data Subjects; (c) ensure its instructions to Showcase comply with Data Protection Laws; and (d) respond to Data Subject requests relating to Custom Author Tracking.

4.3 Lawful Basis. Publisher confirms that the processing relies on legitimate interests (Article 6(1)(f) UK GDPR), specifically Publisher’s legitimate interest in understanding the public social media reach of authors and other participants in the book ecosystem for marketing and business purposes. Publisher has determined that this interest is not overridden by the Data Subjects’ rights given that: (a) only Publicly Available Data is processed; (b) the Data Subjects are public-facing professionals whose public presence is relevant to their professional activities; and (c) the processing does not involve sensitive decisions about Data Subjects.

5.1 Processing Instructions. For Custom Author Tracking, Showcase shall process Personal Data only on documented instructions from Publisher, unless required by law to do otherwise, in which case Showcase shall inform Publisher before processing unless prohibited by law.

5.2 Confidentiality. Showcase shall ensure that persons authorized to process Personal Data are subject to confidentiality obligations.

5.3 Security. Showcase shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including: (a) encryption of Personal Data in transit and at rest; (b) access controls limiting access to authorized personnel; (c) regular security assessments; and (d) incident response procedures.

5.4 Sub-processors. Showcase may engage sub-processors to assist in providing the Services. Current sub-processors include Google Cloud Platform for hosting and data storage. Showcase shall maintain a list of sub-processors and notify Publisher of any intended additions or changes, providing Publisher an opportunity to object on reasonable grounds.

5.5 Data Subject Requests. For Custom Author Tracking, Showcase shall promptly notify Publisher of any Data Subject request received and shall provide reasonable assistance to enable Publisher to respond. Showcase shall not respond directly to Data Subjects without Publisher’s prior instruction unless legally required. For Ecosystem Data Feeds, Showcase shall handle Data Subject requests as an independent Controller.

5.6 Data Breach. Showcase shall notify Publisher without undue delay upon becoming aware of a Personal Data breach affecting Publisher Data. Showcase shall provide reasonable assistance in investigating and mitigating the breach and fulfilling Publisher’s notification obligations.

5.7 Audit. Showcase shall make available to Publisher information necessary to demonstrate compliance with this DPA and allow for audits by Publisher or an appointed auditor, subject to reasonable notice and confidentiality obligations.

6.1 Retention Periods. (a) Raw Personal Data: retained for twelve (12) months from collection, then deleted or anonymized; (b) Aggregated and anonymized data: may be retained for up to five (5) years for analytics and service improvement purposes.

6.2 Deletion on Termination. Upon termination of the Agreement, Showcase shall, at Publisher’s election, delete or return all Personal Data relating to Custom Author Tracking within thirty (30) days, except where retention is required by applicable law. Showcase shall certify deletion upon request. Ecosystem Data is retained by Showcase as an independent Controller.

7.1 Location. Personal Data is hosted within the European Economic Area using Google Cloud Platform infrastructure located in the EU.

7.2 Transfer Mechanisms. If any transfer of Personal Data outside the EEA becomes necessary, Showcase shall ensure appropriate safeguards are in place, such as Standard Contractual Clauses approved by the European Commission or UK International Data Transfer Agreement as applicable.

8.1 The limitations of liability set out in the Agreement apply to this DPA. Each party shall be liable for its own breaches of Data Protection Laws to the extent required by such laws.