1.1

This Agreement serves to ensure compliance with Regulation (EU) 2023/2854 ("Data Act") where Connected Products and Related Services (as defined under Clause 2) are made available to users in the European Economic Area by the Data Holder and its Affiliates regarding their access to and use of data. It applies to the gathering and use of data that is generated by using a Shure Connected Product or receiving a Related Service for any such Connected Product.

1.2

This Agreement supplements, and does not replace or amend, the applicable Shure end-user license agreement(s) to software, firmware and/or mobile or web-applications provided by Shure ("EULA(s)"), the Shure Cloud Terms of Use applicable to Shure cloud-based applications and services ("ShureCloud Terms"), and any applicable order terms, service terms, product documentation, Shure’s applicable privacy policy (“Privacy Policy”) or other Shure terms (collectively “Shure Terms”). Shure Terms continue to govern the contractual relationship specified under those applicable Shure Terms. This Agreement governs only Shure’s access to, use of and sharing of non-personal Product Data and Related Service Data where the Data Act applies. In the event of a conflict between this Agreement and the applicable Shure Terms, this Agreement shall prevail solely with respect to the access to, use of and sharing of Product Data and Related Service Data to the extent required by the Data Act. For all other matters, the applicable Shure Terms, including the EULAs, ShureCloud Terms, service terms, order terms and Privacy Policy, remain unaffected.

1.3

Nothing in this Agreement grants any right to access, use, copy, modify, decompile, reverse engineer, circumvent technical measures, or otherwise exploit Shure software, firmware, source code, systems, documentation, APIs or services except as expressly permitted under the applicable Shure terms or mandatory applicable law.

1.4

Further information on the Product Data and Related Service Data generated by relevant Shure Connected Products and Related Services and relevant contact point is provided in Shure’s applicable Data Act transparency information (“Transparency Information”).

1.5

This Agreement applies to Product Data and Related Service Data. To the extent Product Data or Related Service Data contains Personal Data, such Personal Data will be processed in accordance with applicable data protection laws, including Regulation (EU) 2016/679 (GDPR), and Privacy Policy. Nothing in this Agreement is intended to determine the legal basis for processing Personal Data, limit data subject rights, or replace any privacy notice, data processing agreement or other data protection terms applicable between the parties.

1.6

To the extent that any usage data, telemetry, diagnostic data or similar data described in the applicable EULA qualifies as Product Data or Related Service Data under the Data Act, Shure’s access to, use of and sharing of such data shall be governed by this Agreement for Data Act purposes.

2.1

"Affiliates" means any corporation or other legal entity that, directly or indirectly, controls or is controlled by a Party, or is under common control with such Party. For purposes of this definition, “control” means (i) the legal or beneficial ownership of at least 50% of the voting securities of the respective corporation or legal entity, (ii) having the right to appoint or elect a majority of the members of its governing body or (iii) the ability to direct or cause the direction of the management and policies of such legal entity or corporation, whether by contract or some other mechanism.

2.2

"Personal Data" means personal data as defined in Article 4, point (1) of Regulation (EU) 2016/679 and refers to any information relating to an identified or identifiable natural person ("data subject").

2.3

Where this Agreement uses terms defined in the Data Act those terms shall have the same meaning as in the Data Act, unless the Parties clearly intended the terms to have a different meaning in the relevant context. In particular:

(a)

“Data Holder” means, as further defined in the Data Act, natural or legal persons who has a right or obligation to use or make available Product Data and Related Service Data.

(b)

"User" means a natural or legal person that owns a Connected Product or to whom temporary rights to use that Connected Product have been contractually transferred, or that receives Related Services

(c)

"Connected Product" means an item that obtains, generates or collects data concerning its use or environment and that is able to communicate Product Data via an electronic communications service, physical connection or on-device access, and whose primary function is not the storing, processing or transmission of data on behalf of any party other than the User

(d)

“Product Data” means data generated by the use of a Connected Product that the manufacturer designed to be retrievable, via an electronic communications service, physical connection or on-device access, by a User, Data Holder or a third party, including, where relevant, the manufacturer.

(e)

“Related Service” means a digital service, other than an electronic communications service, including software, which is connected with the product at the time of the purchase, rent or lease in such a way that its absence would prevent the Connected Product from performing one or more of its functions, or which is subsequently connected to the product by the manufacturer or a third party to add to, update or adapt the functions of the Connected Product.

(f)

“Related Service Data” means data representing the digitisation of User actions or of events related to the Connected Product, recorded intentionally by the User or generated as a by-product of the User’s action during the provision of a Related Service by the provider.

(g)

References in this Agreement to “Connected Product” are limited to products within the meaning of the Data Act and do not expand the scope of any software license granted under the applicable Shure Terms.

3.1

Data Holder and its Affiliates may use and share non-personal Product Data or Related Service Data for the following purposes:

(a)

Conducting research and continuous development, improvement, and commercialisation of the range of products and services, including their features and functionalities;

(b)

Supplying quotations, updates, and requested information, and, unless applicable law requires more specific consent, informing you about updates, products, services, and other offerings that Shure believes may be of interest subject to applicable data protection, marketing and e-privacy requirements where Personal Data is involved;

(c)

Performing plausibility/reasonableness checks and calculating performance indicators (KPIs);

(d)

Managing, fulfilling, and following up on warranty and guarantee obligations; addressing product liability (including recall actions) and product safety; and performing contractual obligations, including assessing claims related to products and services and conducting technical, corrective, and recall campaigns;

(e)

Monitoring, maintaining, and improving the functioning, quality, safety, and security of products and services (including optimizations); diagnosing, preventing, and minimizing defects and damages; and implementing relevant updates;

(f)

Performing an agreement or other obligations with you and carrying out activities connected with such agreement or obligations;

(g)

Using data to develop, train, validate, and monitor all types of algorithms, machine learning systems and artificial intelligence models, including for commercial purposes and to deploy/utilize such algorithms, systems and models;

(h)

Managing legal matters and investigating alleged misconduct, including (without limitation) misconduct involving or by customers and other involved parties;

(i)

Complying with legal obligations and responding to legitimate requests from law enforcement and other state or governmental authorities and institutions;

(j)

Aggregating Product Data or Related Service Data with other data, or creating derived data or insights, for legitimate purposes, including making such aggregated or derived data available to third parties, provided that such aggregated or derived data does not allow identification of the specific data transmitted by the purchased object, nor enable a third party to derive such data from the dataset. For the avoidance of doubt, all rights, title and interest, including intellectual property rights, in aggregated or derived data created by or on behalf of the Data Holder shall vest exclusively in the Data Holder.

3.2

This Agreement does not require Shure to create, infer, derive or generate new data or insights beyond the Product Data and Related Service Data within the meaning of the Data Act. Product Data and Related Service Data shall be made available only to the extent [such data is available to the Data Holder, taking into account technical feasibility, product design, system architecture, applicable retention periods, and legal restrictions. Data shall be made available in accordance with applicable requirements under the Data Act and without prejudice to legitimate technical or security limitations.

3.3

The User shall not use Product Data or Related Service Data in a manner that would infringe the rights or legitimate interests of the Data Holder, including intellectual property rights, trade secrets, or confidential information. Nothing in this Agreement shall prevent the User from exercising the specific rights expressly granted to Users under the Data Act.

3.4

Data Holder and Affiliates may also share non-personal Product Data and Related Services Data with any third party (including, but not limited to, service providers, suppliers, collaboration partners, consultants, research consortiums) for the purposes under Clause 3 or for any other legitimate purpose, and to the extent required under the respective contract with such third party. Except where required by mandatory law, Data Holder shall not be responsible or liable for the acts or omissions of such third parties, provided that Data Holder has complied with its obligations under this Agreement when sharing such data.

3.5

By accepting this Agreement, you agree to the use and sharing of the non-personal Product Data and Related Service Data by Data Holder, its Affiliates and third parties, as described in this Agreement. For the purposes stated in Clauses 3, you grant Data Holder and Affiliates, a perpetual, worldwide, non-exclusive, royalty-free and sub-licensable right (through multiple levels of sub-licensees) for the non-commercial and commercial use of the Product Data and Related Service Data, subject to your mandatory rights under the Data Act.

3.6

For the avoidance of doubt, no restrictions apply when the Data Holder or its Affiliates are obliged to access, process or disclose Product Data or Related Service Data to third parties based on mandatory provisions of law (e.g. cybersecurity, product safety, law enforcement) including those based on the decision of the court or other authorised entity requiring it to share the Product Data or Related Service Data with a given third party. Nothing in this Agreement precludes the Data Holder or its Affiliates from sharing the Product Data or Related Service Data in such cases. In that case, Shure’s access, processing and disclosure will be limited to only what is required.

3.7

The Data Holder may apply appropriate technical protection measures to prevent unauthorised access to data, protect the security, integrity and availability of Shure products, services, systems and data, and to ensure compliance with this Agreement. You agree not to alter or remove such technical protection measures unless approved by the Data Holder in advance and in writing.

(a)

Where you request the Data Holder to make Product Data or Related Service Data available to a third party under the Data Act, the Data Holder may require you and/or the third party to follow Shure’s applicable request procedure, authentication requirements and technical conditions. The Data Holder may refuse or suspend access where required or permitted under the Data Act, including to protect security, rights of others or where the request does not meet applicable legal requirements.

(b)

Where multiple persons or entities may qualify as Users for a Connected Product or Related Service, the Data Holder may require reasonable evidence of authority, account control, ownership, lease, rental, assignment or other entitlement before providing access to or sharing Product Data or Related Service Data.

(c)

Where a Connected Product or Related Service is supplied through a distributor, reseller, installer, integrator or other channel partner, the Data Holder may rely on reasonable information provided by you or the relevant channel partner to verify your entitlement and to administer requests under this Agreement.

3.8

Where Product Data or Related Service Data contains trade secrets or other confidential information, the Data Holder may require the User or any third-party recipient to implement appropriate technical, legal and organisational measures to preserve confidentiality. The Data Holder may request reasonable evidence of such measures, including certifications, policies or audit reports. Where such measures are demonstrably insufficient to protect trade secrets, the Data Holder may refuse, suspend or limit access to the specific data concerned in accordance with the Data Act. Any such refusal, limitation or suspension shall be proportionate and limited to what is necessary to protect the relevant trade secrets and shall not affect the availability of other Product Data or Related Service Data.

4.1

When you transfer (i) ownership of the Connected Product, or (ii) temporary rights to use the Connected Product ("Transfer"), to a subsequent natural or legal person ("Subsequent User"), including, if applicable, any of your affiliated legal entities, the Parties commit to comply with the requirements of this Clause 4.

4.2

For clarity, any Transfer of a Connected Product under this Clause 4 does not transfer any software, firmware, documentation or any separate Shure license rights except to the extent expressly permitted under the applicable EULA or another written agreement with Shure. This Clause 4 addresses only the Data Act-related consequences of a Transfer, including the allocation of rights and obligations concerning Product Data and Related Service Data.

4.3

For any Transfer:

(a)

You shall inform the Subsequent User of the need to conclude an agreement with the Data Holder and prevent the Subsequent User from using the Connected Product under your Agreement (including, if necessary, by deleting from the Connected Product your own credentials);

(b)

You shall notify the Data Holder about the Transfer.

(c)

Rights of the Data Holder to use Product Data generated prior to the Transfer will not be affected, i.e. the rights and obligations related to the Product Data transferred under the Agreement before the Transfer will survive.

4.4

If the Transfer entails the loss of your quality as a User (e.g., permanent transfer of ownership of the Connected Product), you shall:

(a)

Use your best efforts to assign to the Subsequent User, as of the Transfer date and for the future, your rights and obligations as a User as specified in this Agreement and the Data Holder agrees in advance to such assignment;

(b)

Notify without undue delay the Data Holder of such Transfer and the identity/contact of the Subsequent User; if Subsequent User refuses the assignment, you shall notify Data Holder without undue delay of such refusal;

(c)

Delete from the Connected Product the Product Data which may be directly deleted by you ("Removable Data"); If you do not delete Removable Data before the Transfer, it means that you accept that such Product Data may be accessed and used by the Subsequent Users and is not subject to any confidentiality commitments.

4.5

If you continue to be a User after the Transfer (e.g. granting temporary use rights or co-ownership rights), you shall:

(a)

Include in an agreement between you and the Subsequent User as of the Transfer date, on behalf of the Data Holder, provisions substantially reflecting the content of this Agreement in relation to the respective Connected Product, and in particular Clauses under Clause 3 and Clause 4 describing use and making available of Product Data and Related Services Data by the Data Holder;

(b)

In case of a request for Product Data by the Subsequent User, provide the requested data and, if needed, request any further Product Data from the Data Holder via the access as made reference to on Shure’s applicable Data Act Transparency Information, if you are a User acting in a business capacity as a first contact point for its Subsequent User. Any claim in that regard should be notified to the Data Holder without undue delay and Parties will collaborate to address such claims.

(c)

In cases where Clause 4.5(b) is applicable, should at least negligent failure to comply with this Clause 4 lead to the use or sharing of Product Data by Data Holder absent an agreement with Subsequent User, you shall indemnify and hold the Data Holder harmless against any claims of the Subsequent User towards the Data Holder for use of the Data after the Transfer.

5.1

The Agreement is entered into from the earliest of the following dates (“Effective Date”): (i) first use of a Connected Product by User; (ii) date of acceptance of terms of this Agreement by the User; in any case not before September 12, 2025, being the entry-into-force date of the Data Act.

5.2

This Agreement terminates automatically and with immediate effect upon the occurrence of any of the following events:

(a)

you permanently cease using the relevant Connected Product or Related Service,

(b)

you permanently transfer the Connected Product to a third party,

(c)

the Connected Product is destroyed or damaged, or otherwise no longer capable of generating Product Data,

(d)

you cease to qualify as a User in relation to the relevant Connected Product or Related Service, or

(e)

the applicable underlying agreement governing the relevant Connected Product or Related Service terminates or expires.

5.3

Either Party may terminate this Agreement on 30 days’ notice for material breach if the other Party fails to cure the breach within the 30-day notice period.

5.4

If you fail to implement the measures agreed pursuant to Art. 4 (6) of the Data Act, or where there is no agreement on the necessary measures referred to in Art. 4 (6) of the Data Act, the Data Holder, at its discretion, may either terminate the Agreement or suspend the sharing of Product Data identified as trade secrets according to the definition in Directive (EU) 2016/943.

5.5

The termination or expiry of the Agreement shall have the following effects:

(a)

The Data Holder shall cease to retrieve Product Data generated by your use of the Connected Product as of the date of termination or expiry;

(b)

For Product Data generated or recorded before the date of termination or expiry of this Agreement the Data Holder remains entitled to use and share such Product Data in accordance with this Agreement;

(c)

If the Product Data are stored by the Data Holder, the Data Holder shall enable you to retrieve the Product Data generated or recorded before the date of termination or expiry within 30 days after termination/expiry date of this Agreement. After expiry of this 30-day period, the Data Holder may delete such Product Data from its systems, except to the extent continued retention is required by law or permitted.

6.1

The Data Holder may, where objectively justified, modify data formats, interfaces, access methods or technical specifications relating to Product Data or Related Service Data for reasons including security, legal compliance or technical development provided that such modifications do not have the effect of circumventing the User’s rights under the Data Act.

6.2

Product Data and Related Service Data are provided “as is” and “as available”. The Data Holder does not warrant that such data is accurate, complete, uninterrupted or error-free, except to the extent required by the Data Act.

6.3

This Agreement shall be governed by, construed and interpreted under the laws of the State of Illinois, United States of America, without giving effect to any conflicts of laws principles, except that (i) all matters relating to the interpretation or application of the Data Act or mandatory EU law shall be governed by the laws of the Federal Republic of Germany, and (ii) mandatory consumer protection or data access rights under EU law applicable in your jurisdiction shall not be affected. The parties exclude the application of the United Nations Convention on Contracts for the International Sale of Goods, without implication that such Convention otherwise applies. Exclusive forum for any disputes arising out of or relating to this Agreement shall be an appropriate federal or state court in Cook County, Illinois, provided that disputes relating exclusively to mandatory rights under the Data Act may also be brought before the competent courts in the EU member state where the User is domiciled.

6.4

Additional Shure terms may apply to the relevant product, software, service, purchase, warranty or support relationship, including terms made available on Shure’s legal webpage or otherwise made reasonably available to you prior to or at the time of purchase, registration or first use.