Legal

1.          INTRODUCTION AND DEFINITIONS

1.1       These general terms and conditions, as they may beamended from time to time as set out herein, governthe use and provision of the Ser- vicesprovided by Beavr or its Affiliates to the Subscriber and forms part of the Agreement between the Parties.

1.2       Capitalised terms that are used but not defined inthis document shall have the meaningset out in the Agreement Order Form. Definedterms:

“Affiliate” means a Party’sultimate parent companyand any legal en- tity that directly or indirectly throughone or more intermediaries is controlled by or undercommon control with the ultimateparent com- pany. For the purposes of this definition,the term ‘control’ shall be understoodas the possession, directly or indirectly, of the power to direct or cause the directionof the management and policiesof a legal entity, whetherthrough the ownershipof voting stock,by contract, or otherwise.

“Confidential Information” means as definedin Clause 7.1.1. “Disclosing Party” meansas defined in Clause 7.1.1.

“Effective Date” means the date when the Order Form is signed by duly authorised representatives of bothParties.

“Implementation Work” meansthe work carriedout by or on behalfof Beavr pursuantto a Statement of Work (whether explicitly stated in the Statement of Work or not).

“Initial Service Term” means as definedin Clause 5.1.

“Input”means the data, software, documents, third-party services, and other content (including prompts)uploaded, accessed, stored, or submitted by any meansfor the use in the Services by or on behalf of the Subscriber.

“Intellectual Property Rights” means all intellectual or industrial property rights, including patents, trademarks, trade names,service marks, domain names, designs,utility models, copyrights, neighbour- ing rights,data base rights,confidential know-how, trade secrets, and similar rights valid againstthird parties, whetherregistered or not, and including applications and the right toapply for registration of any rights,which may be protected anywhere in the world.

“Output” means the outputgenerated and returned by the Services basedon the Input.

“Receiving Party” means as definedin Clause 7.1.1. “Renewal Term” means asdefined in Clause 5.1. “SCC” means as defined inClause 11.2.

“Services” means the Beavrplatform, a web-based legal AI assis- tant,which comprise a cloud service accessible via a web interface througha browser and/or desktop app (or, if specifically agreed in the Order Form, APIs offeredby Beavr), and any ancillary documentation, modulesor supporting services provided by Beavr and its Affiliates.

“Statement of Work” means,if executed betweenthe Parties, one or more documents appendedto the Order Form, describing the setup and integration work to be carried out by Beavrto onboard the Subscriber.

“Term” means the InitialService Term and all Renewal Terms combined.

2.          THE SERVICES, LICENSE, ETC.

2.1       General

2.1.1    Subject to theterms and conditions of the Agreement, the Subscriber hereby subscribes to, and Beavr shall supply, the Servicesspecified in the Order Form.

2.1.2    The Servicesare generally available 24/7 except for interruptions due to supportand maintenance. Beavrshall use all commercially reasonable efforts to undertakemaintenance so as to cause as little disruption of the Servicesas possible and, in so far as it is reasonable to do so in the circumstances, provide advance noticeto the Subscriber of any suspensionof the Services.

2.1.3    The Subscriber is responsible for obtaining and maintaining, at its expense, the hardware, software andInternet connectivity necessary to accessand use the Services.

2.2       Account administration, access credentials, etc.

2.2.1    Personnelspecified by the Subscriber will be provided with administrative privileges (administrators) to manage the Subscriber’s account and its endusers, whereby the administrators may be able to (i) add, remove, and suspend end users’ access tothe Services, (ii) access, share, andremove stored Input, and (iii) access logging and infor- mation about end users’ use of the Services.

2.2.2    If anadministrator or end user is no longer authorised to use the Ser- vices, Subscriber shall promptly removetheir access. The Subscriber is responsible for all administrators’ and end users’ use of the Services.

2.2.3    The Subscriber isresponsible for safeguarding any access credentials related to the Services and for all acts and omissions under its account.In case of suspected or confirmed unauthorized access to or use of the Services or the Access Credentials, theSubscriber shall promptly in- form Beavr.

2.2.4    The Subscribershall assign each of its end users with an individual and specific license,which may not be shared,transferred or otherwiseused by anyone else, unless specified in the Agreement.

2.3       Usage restrictions

2.3.1    The Subscriberagrees not to (i) use the Services in a way that in- fringes, misappropriates or violates any person’s rights, (ii)use the Services in an excessivemanner (as further clarified in Clause 2.3.2) or exceed the maximumnumber of authorised end users set out in the Order Form, (iii) sub-licence, rent, sell,lease, distribute or otherwise transfer its right to access or use the Services or otherwise use or allow others to use the Services for the benefitof any third party (otherthan Affiliates), (iv) attemptto reverse engineer, decompile, reverse com-pile, disassemble, decrypt,translate or derive the source code or algorithms or review data structures of the Servicesor any portion thereof, except as permitted by applicable law, (v)modify, customise, port, translate, localiseor create derivative works (including but not limitedto creating new or extending existing tables or databases) of the Ser- vices, (vi) except as permitted throughany API offered by Beavr, use any automated or programmatic methodto extract data or Outputfrom the Services, includingscraping, web harvesting, or web data extrac-tion, (vii) gain or attempt to gain non-permitted access by any means to any Beavr computer system,network or database,(viii) access all or any part of the Services in order to builda product or service which competeswith the Services, (ix) introduce or permit the introduction of, any virus or malwareinto Beavr’s networkand information systems,

(x) file copyright or patent applications that include the Servicesor any portion thereof, (xi) use the Services in a manner that interferes or attempts to interfere with the proper working of the Services,and/or

(xii) use the Services to create, share or store clearly offensiveor in- appropriate material.

2.3.2    Should an end-user generate(i) more than three (3) times the traffic of anaverage user in Beavr (measured on a weekly basis), or (ii) an amountof traffic which is clearlyoutside of that end user’snormal use parameters, Beavr retains the right tolimit the individual end user’s accessto the Services for the remainder of that specific month and notifyingthe Subscriber of the issue.For the avoidance of doubt, this shallnot result in a permanent restriction, and is simply intended to protect the Services from of excessiveusage.

2.3.3    The Subscriber isresponsible for its, and its Affiliates’ and their, ad- ministrators’ and end users’ use of the Services, and theiradherence (or failure to adhere) tothe usage restrictions.

2.3.4    If Beavrbecomes aware that the Subscriber (or an individual adminis- trator orend user) has violated this Clause 2.3, Beavr will notify Sub- scriberby email (a ‘service notice’)and request Subscriber to take im- mediateand appropriate action, including ceasing problematic usage or removing applicable Input. If notcapable of being remedied or if the Subscriber fails to complywith a service notice withinthe reason- able time periodset forth in the servicenotice, Beavr may suspend the Subscriber’s (or the individual administrator’s or end user’s) access to the Services until the requested action is taken.If the Subscriber fails totake the required action within ten (10) business days after a sus- pension on two (2) or more occasionsduring any rolling twelve (12) month period,Beavr may, withoutprejudice to its other rightsand rem- edies, terminate the Agreement immediatelyfor cause in accordance with Clause 5.2.

3.          INPUT AND OUTPUT

3.1       Input and its use

3.1.1    The Subscriber issolely responsible for any and all obligations with respect for the accuracy, quality and legality of the Input, aswell as any third-party licenses,legal grounds, consents and permissions needed to use the Input with the Services. As between the parties, the Subscriber represents and warrants that it owns and/or has the relevantthird-party licenses, legal grounds, consentsand permissions to all In- put.

3.1.2    Any third-partysoftware, services, or other products (collectively ‘third-party services’) used by the Subscriber in connectionwith the Services (including but notlimited to such that constitute Input) are subject to their own terms and conditions, and the Subscriber is solely responsible for complying with all termsand conditions governing suchthird-party services.

3.1.3    Although Beavr isnot responsible for any Input, Beavr may (but is not obliged to) deleteany Input if Beavr can substantiate that it has reason- able grounds to believe that the Inputviolates this Agreement or any applicablelaw, or risks giving rise to an infringement claim from a third party. Before Beavr deletes anyInput in accordance with this Clause 3.1.3, Beavr shall provide theSubscriber with reasonable prior notice, unless it is necessary to delete the Input prior to such notice in orderfor Beavr to avoid a third-party claim or other material liability or sanctions.

3.2       Output and its use

3.2.1    Subject to theSubscriber’s adherence to this Agreement, the Sub- scriber is permitted to use the Output. This means that, asbetween Beavr and the Subscriber, theSubscriber can use the Output for any purposenot contrary to this Agreement, including commercial pur- poses such as sale or publication. However,for the avoidance of doubt, the Subscriber is solely responsible for verifying that Output does not infringe upon any third-party’s rights.

3.2.2    The Subscriber acknowledges that, due to the nature of machine learn-ing, Output may not be unique across customers/end users, and that the Services may generate the same orsimilar output for Beavr or a thirdparty. Responses that are requested by and generated for Beavr’sother customers are not considered Output hereunder.

3.2.3    Artificial intelligence and machine learningare rapidly evolvingfields of study. Beavr is constantly workingto improve the Services to make them more accurate,reliable, safe, and beneficial. However,given the probabilistic nature of machine learning,use of the Services may in some situations result in incorrect Output that doesnot accurately re- flect real people, places, or facts. The Subscriber isresponsible for evaluating the accuracy of any Output as appropriate for itsuse case, including by using human review of the Output.

3.2.4    For avoidance of doubt, and without limitingthe generality of Clause 3.2.3, the Outputgenerated through the Services shall not be viewed as legal advice,and Beavr does not warrantthe Output’s legal accuracy, sufficiency, or compliance. Beavr is not alaw firm, does not practice law anddoes not give legal advice. Hence, Beavr does not bear any legal responsibility for legal advice or information that is derivedfrom the Output.

3.3       Input and output indemnity

Subscriber will indemnify and defend Beavr against any and allthird- party claims, demands, suitsor proceedings (each a ‘claim’) and all relatedjudgments, liabilities, awards, damages, costs, including rea- sonable attorneys’ fees and expenses,arising out of or in connection withInput and/or the use of Output, provided that Beavr (i) promptly gives the Subscriber written notice of theclaim; (ii) gives Subscriber solecontrol of the defence and settlement of the claim (except that Subscriber may not settleany claim unlessthe settlement uncondition- ally releases Beavrof all liability, the settlement does not affectBeavr’s Intellectual PropertyRights, and the Subscriber pays any settlementfees), and (iii) gives the Subscriber all reasonable assistance in con- nectionwith the defenceor settlement of the claim,at the Subscriber’s expense.For avoidance of doubt, for the purposes of this Clause 3.3, a claim against Beavr shall be understoodto include a claim against Beavr, Beavr’sAffiliates, and Beavr’sor its Affiliates’ officers, directors, and employees.

4.          FEES AND PAYMENT

4.1       Fees

4.1.1    The Subscribershall pay the fees for the Services (i) which follow from the Order Form, or, if not stated in the Order Form, (ii)charged in accordance with Beavr’soffered standard subscription plans from timeto time.

4.1.2    The Subscriber’s payment of fees are neither(i) contingent on the de- liveryof any future functionality or features nor (ii) dependent on statements not set forth in the Agreement.

4.1.3    Beavr reservesthe right to update the fees chargedhereunder, applica- ble on the coming Renewal Term, by givingat least forty-five (45) days’ notice.

4.1.4    Termination of theAgreement will not relieve the Subscriber of its obligation to pay any fees payable for the period prior to the effectivedate of termination, or (unless and to the extent explicitly stated herein) give the Subscriber a right to arefund of already paid fees (otherthan pre-paid fees for the period after the effective date of ter- mination). If the Subscriber terminatesthe Agreement without cause prior to the end of the then-current term,the balance of the fees for the remainderof the term shall immediately fall due.

4.2       Payment terms

4.2.1    Unless otherwisestated in the Order Form, invoices are due netthirty

(30) days from the invoicedate.

4.2.2    If any dulyinvoiced amount is not received by Beavr by the due date, Beavr may (at its discretion and without limitingBeavr’s rights or rem- edies hereunder), (i) charge late interestequal to twelve (12) per cent on the overdue amounts, (ii) suspend theSubscriber’s access to the Services, until the overdueamounts are paid in full, provided that Beavr has given at least ten (10) business days’prior notice of such suspen- sion andpayment of the defaulted amount has not been received by Beavr within such period. In case of repeated payment delays bythe Subscriber, Beavrmay also condition future subscription renewalsand service orders on shorterpayment terms.

4.2.3    Unless explicitlystated in the Order Form, the fees do not include VAT or any other taxes, levies, duties, or similar governmental chargesof any nature, (collectively ‘taxes’). The Subscriber is responsible for paying all taxes associatedwith the Agreement. If Beavr is obligated by law to pay or collect taxes forwhich Subscriber is respon- sible, Beavr will invoice Subscriber and Subscriberwill pay that amount. Subscriber will provide Beavr any information Beavrreasonably requests to determine whether Beavr is obligated to collect taxes.

5.          TERM AND TERMINATION

5.1       Term

The Agreementis valid from the earlier of (i) the EffectiveDate, and (ii) the date when the Subscriber starts using the Services, andshall remain in force duringthe initial periodset out in the OrderForm (the ”Initial Service Term”). Unlessterminated by Beavr with no less than ninety(90) days written notice, or by Subscriber with no less than thirty (30) days written notice, bothcounting before the expiry of the Initial ServiceTerm, the Agreement shall be automatically prolonged for anadditional subscription period (”RenewalTerm”), equivalent to the length of the Initial Service Term(each renewal), until terminated by Beavr with no less than ninety (90) days writtennotice, or by Subscriber with no less than thirty (30) dayswritten notice, both counting before the expiryof then currentRenewal Term. Any termination of this Agreement shall be made inwriting.

5.2       Termination for cause

In addition to any termination rights stated elsewherein the Agreement, a Party may terminatethe Agreement for cause (i) upon thirty (30)days written notice to the other Party of a material breach if the breach remains uncuredat the expiration of the notice period,(ii) if the other Party becomes the subject of a proceeding relating to insolvency, receivership, liquidation or assignment for the benefit ofcreditors to the extent permitted byapplicable laws or governmental regulations,or (iii) if the otherParty goes out of business, or ceases its operations.

5.3       Effects of termination and survival

5.3.1    Upon termination of the Agreement, howsoever occasioned, (i) the licenses under Clause 8.2 shall terminate (except tothe extent for the duration needed toallow Beavr to assist the Subscriber with data retrieval under Clause 5.3.2), and (ii) alloutstanding fees shall be due and payable.

5.3.2    In connection withtermination of the Agreement or otherwise during the Term, Beavr undertakes to, on the Subscriber’s reasonablerequest and at the Subscriber’s reasonable expense (unlessapplicable law pro- vides otherwise), assist the Subscriber in retrieving any Input storedin the Services (if any) in astandard machine-readable format. In addition, unless otherwise requiredunder applicable law, both Partiesshall promptly return or, ifso instructed by the other Party, destroy, anyConfidential Information of the other Party. Upon Subscriber’s writtenrequest, Beavr shall delete any Input stored in the Services (if any) in a manner rendering it impossible torecreate.

5.3.3    The provisionsherein that by their nature are intended to survive the expiration or termination of this Agreement shall so surviveto the ex- tent necessary tothe intended preservation of the Parties’ rights and obligations. It is notedthat the confidentiality undertakingsin Clause 7.2 shall survive for the longer of (i)five (5) years counting from the terminationhereof, (ii), in relation to any Confidential Information which comprise Intellectual Property Rights, the term of protection for the Intellectual Property Right, and (iii) in relation to any Confidential Information which comprise information covered by statutoryand/or bar association rules on confidentiality, the time periodrequired under applicable law/bar association rules (which, the Parties acknowledge, may be eternal or at least one hundred (100) years).

6.          WARRANTIES AND LIABILITY, ETC.

6.1       Services warranty

6.1.1    Beavr warrantsduring the Term, (i) that the Serviceswill perform materially in accordance with the Agreement, and be performed in a professional manner, in accordance withgenerally accepted industry standards,(ii) that the information security measures which follow from Clause 7.3 will not be materiallydecreased, and (iii) that Beavr will notmaterially decrease the overall functionality of Beavr Platform. However, Beavrdoes not warrant that the Services will be uninter- rupted, accurate or errorfree.

6.1.2    NotwithstandingClause 6.1.1, Beavr shall always be entitled to adjust the Services so as to ensure compliancewith applicable law address anysecurity issue, or remove the risk of infringement of third party Intellectual Property Rights.

6.1.3    Except in case ofgross negligence or wilful misconduct by Beavr, the Subscriber’s sole and exclusive remediesfor a breach of Clause 6.1.1 shall be to (i) request a remedy of the breach,and (ii) if remedial action isnot taken or possible and the breach is material, exercise its termi- nation rights in accordance with Clause 5.2.

6.2       Implementation Work warranty

6.2.1    Beavr warrantsthat any Implementation Work specified in the Agree- ment will be performed in a professional manner, in accordancewith generally accepted industrystandards.

6.2.2    Except in case ofgross negligence or wilful misconduct by Beavr, the Subscriber’s sole and exclusive remediesfor a breach of Clause 6.2.1 shall be to (i) request a remedy of the breach by way of re-performance of the Implementation Work by Beavr or, (ii), if re-performanceis not possible or would cause material inconvenience for the Subscriber, re- quest reasonablerefund/reduction of fees for Implementation Work proportionate to the breach and its impact on the Subscriber,and (iii) if remedial action is nottaken or possible and the breach is material,exercise its termination rights in in relation to the Implementation Work in accordance with Clause 5.2.

6.3       Liability and limitations of liability

6.3.1    Neither Partyshall be liableunder the Agreement for any lost profits, lost opportunities, or indirect, special,incidental, or consequential damagesor any other indirect damage or loss, even if advised of the possibility of such damages.

6.3.2    A Party’saggregate liability under the Agreementshall not exceed the total fees paid or payableby the Subscriber in the twelve (12) months prior to the event that gave rise to theclaim.

6.3.3    The limitationsset out in Clause 6.3.1 and 6.3.2 shall not apply(i) to the extent contrary to applicable law, (ii) in relation to the Subscriber’s obligation to pay fees hereunder, (iii) to claims under Clause 3.3 (Input and Output indemnity), (iv) in relation toclaims due to a Party’s breach of Clause 7.2.1 (confidentiality undertaking), or (v) in relation to claims due to a Party’s wilfulmisconduct, gross negligence or fraudulent behaviour.

6.3.4    Notwithstanding Clause 6.3.3(iv), the limitations to a Party’sliability set out in Clause 6.3.1 and 6.3.2 shallnevertheless apply where a breach occursthrough (i) the acts of an externalthreat actor, despitea Party having fulfilled itsobligations set out in Clause 7.3, or (ii) through the acts or omissions of aprovider of a generative/base AI modelused by the Beavr AI platform.

6.3.5    To be valid, any claims for damages shallbe notified to the otherParty no later than twelve(12) months from the time the event giving rise to the claim occurred,however, never later than six (6) months from the expirationor termination of the Agreement.

6.3.6    Beavr acknowledges that the Servicesmay be used by the Subscriber’s Affiliates, if this is set out in theapplicable Order Form. The Sub- scriberis liable for its Affiliates use of the Services as for its own. In addition,Beavr’s liability under the Agreementwill remain unaffected regardless of whether Subscriber’s Affiliates use the Services,and Beavr shall have no obligation or liability in relation to any such Affiliate.

6.3.7    The Services maycontain links to websites or resources of third par- ties, and connect to databases, legal research platforms,information storages and similarresources (collectively ‘third-party content’). Beavr does not endorse and is not responsible or liable for the accuracy,availability, content, products,services, or anythingelse as it pertains to third-party content.

6.3.8    The Subscriber is solely responsible to ensure that any use of the Ser- vices (including Output)is in compliance with applicable export controllegislation and trade sanctions.

7.          CONFIDENTIALITY AND INFORMATION SECURITY

7.1       Confidential Information

7.1.1    “Confidential Information” means all information disclosed by a Party (”Disclosing Party”) tothe other Party (”Receiving Party”), whether orally or in writing, (i) that is designated asconfidential or, given the nature ofthe information and the circumstances of disclo- sure, should be understood to be confidential, (ii) Input andOutput,

(iii) the Services, (iv) the terms and conditions of the Agreement,including pricing, and (iv) any business and marketing plans, technology and technical information, product plansand designs, and business processesdisclosed by each Party in connection with the Agreement.

7.1.2    NotwithstandingClause 7.1.1, Confidential Information does not include information that: (i) is at the time of disclosure, or later becomes,generally known to the publicthrough no faultof Receiving Party;(ii) was known to the Receiving Party with no obligation of confidentiality prior to disclosure by Disclosing Party,as proven by records of Receiving Party; (iii) is rightfully disclosed to Receiving Party by a third party who did not directlyor indirectly obtainthe information subjectto any confidentiality obligations, or (iv) is at any time independently developed by Receiving Party without the use of DisclosingParty’s Confidential Information asproven by records of Receiving Party.

7.2       Confidentiality undertaking and permitted disclosure

7.2.1    The ReceivingParty shall keep the Disclosing Party’s Confidential In- formationconfidential during the Term and the subsequent period which follows from Clause 5.3.3, and not use ConfidentialInformation for any purpose outside the scope of the Agreement.

7.2.2    In this context,the Subscriber acknowledges that, as an integral part of the Services, Input will be submitted to, and Outputwill be received from, the providers of generative/base AI models used by the Beavr AI platform from time to time (in accordance with their terms and condi- tions). Also,for the avoidanceof doubt, the Receiving Party is permit-ted to disclose Confidential Information to those of its employees, di- rectors, attorneys, agents, subcontractors, and consultants who (i) need to know the Confidential Information in connection with the purpose,execution and contract management of the Agreement, and (ii) are bound by confidentiality obligations (either throughagreement or un- derlaw) no less stringent than those in the Agreement.

7.2.3    The ReceivingParty is also permitted to disclose Confidential Infor- mation if compelled by applicable law or a binding decision ororder by any authority, regulator, governmental body or court of competent jurisdiction. If the Receiving Partybecomes subject to a compelled disclosureproceeding which concerns Confidential Information, it shall, to the extent not prevented by law, (i) provide theDisclosing Party with notice of theproceeding and compelled disclosure, (ii) ifthe Disclosing Partyis an entity subject to statutory and/orbar associ- ation rules on confidentiality in relationto client/customer matters (e.g. abank, financial institution, law firm, etc.), inform the relevant court/authority and intended recipient(s) of this, and (iii) if Disclosing Party wishes to contest the compelleddisclosure, at the Disclosing Party’scost, provide the Disclosing Party with reasonable assistance.

7.3       Information security

7.3.1    Each Party shallsafeguard all Confidential Information of the other Party with at least the same degree of care (but no less than reasonable care) as it uses to safeguard its ownconfidential information. Each Partymust implement reasonable and appropriate measures designed to help secure access to and use of theConfidential Information.

7.3.2    Beavr is in the process of being ISO270001 certified andshall maintain the certification, or a correspondingcertification or standard, throughout the Term. Beavr will also adhere to its information security policy, as set outon www.beavr.ai/legal. Ifeither Party discover any vulnerabilities or breaches related to the use of the Services, the Party mustpromptly contact the other Party andprovide reasonable details of the vulnerability or breach.

8.          INTELLECTUAL PROPERTY RIGHTS

8.1       General

8.1.1    Beavr and its Affiliates or licensors own all rights,title, and interestin and to the Services,including but not limited to all Intellectual Property Rights included therein,as well as modifications, updatesand up- grades thereof. Nothingin this Agreement shall be considered a trans- fer or license to those rights, except asexplicitly stated herein.

8.1.2    However, for theavoidance of doubt, the Subscriber, its Affiliates and/or licensors, as the case may be, retains full ownership of its Input (and any Input whichis included in Output), as well as any modifications or configurations of account settingsmade by or on behalf of the Subscriber,e.g. user-created workflows, playbooks or prompt templates.

8.1.3    Beavr reserves theright, in its sole discretion, at any time to make improvements,additions, modifications (including, subject to Clause 6.1.1, removing features), and tocorrect any errors or defects in the Services, notwithstanding that such measuresmay temporarily impair theSubscriber’s access to or use of the Services.

8.2       Licenses

8.2.1    Subject to the Subscriber’s and its Affiliates’ adherence to this Agreement,Beavr grants the Subscriber a limited, non-exclusive, non-transferable,non-sublicensable (except to Affiliates), fully revocable license for the Term,in the jurisdictions supported by Beavr and for the number of individual usersstated in the Order Form,to access and use the Services specified in the Order Formfor the Subscriber’s and its Affiliates’internal business operations.

8.2.2    Subject to the Subscriber’s and its Affiliates’ adherence to this Agreement,Beavr grants the Subscriber a perpetual, non-exclusive, non- transferable, non-sublicensable (except toAffiliates), royalty-free li- cense,in the jurisdictions supported by Beavr, to use any deliverables developed by Beavr for the Subscriber anddelivered by Beavr to Sub- scriber in connection with Implementation Work,for the Subscriber’s and its Affiliates’ internal business operations. Aside from theSub- scriber’s Intellectual PropertyRights described in any applicable Statements of Work and included in the deliverables, Beavr shall retain allownership rights to the deliverables.

8.2.3    The Subscriber grants Beavr a limited, non-exclusive, non-transferable, non-sublicensable (exceptto Affiliates), fully revocable licensefor the Term to use, store, copy, transmit, and display the Input for the provision of the Servicesin accordance with the Agreement. Except for the aforesaid license,the Subscriber reservesall right, title,and interest in andto the Input.

8.3       Feedback

8.3.1    Feedback,comments, ideas, proposals, and suggestions for improvements (collectively ‘feedback’) from the Subscriber (including its administrators and end users) is encouraged by Beavr. It is noted that Beavr may use feedback withoutrestriction or paying compensation, and that any Intellectual Property Rights resultingtherefrom shall vest exclusively in Beavr.

8.3.2    Furthermore, Beavrmay collect and analyse aggregated and anonymised usage data derivedfrom the Subscriber’s use of the Services to improve the performance, functionality, and overall user experience of the Services,provided that such data cannotbe linked back to the Sub- scriber or identify any ConfidentialInformation. However, for the avoidanceof doubt, Beavr does not access or analyse Input or Output, and will not use Input or Output to traingenerative/base AI models, unlessagreed upon separately in writing (e.g. for finetuning).

9.          PERSONAL DATA

9.1       When providing the Services to the Subscriber, Beavrwill, in the capacity of data processor, process personal data on behalf of theSubscriber in accordance with the Data Processing Agreement entered intobetween the Parties.

9.2       Beavr will also process personaldata for its own purposes, in the capacity of data controller, as described inBeavr’s Privacy Notice.

9.3       Lastly, the Partiesare of the joint opinionthat any personaldata which may be processedas a result from the access to or utilisation of a generative/base AI model is processed bythe provider of that generative/base AI model in its capacity as a controller (similar to an internet search engine operator being thecontroller of its processing).

10.       MISCELLANEOUS

10.1    No partnership

This Agreement does not create a partnership, joint venture, or agency relationship between the Partiesor their respective Affiliates. The Par- tiesare independent from each other, and neither Party will have the power to bind the other or to incurobligations on the other’s behalf withoutthe other Party’s prior written consent.

10.2    Notices

Except as otherwise specified in the Agreement, all notices, permis- sions, and approvals shall be in writingand shall be deemed to have been given upon (i) personal delivery;(ii) the second business day af- ter mailing; or (iii) the day of sending by email. Noticesof termination of the Agreementshall be addressedto legal@beavr.ai and Beavr’s account manager. All other notices underthe Agreement shall be provided to the Parties’ respective contact person as specified in the Order Form.

10.3    Waiver

No failure or delay by either Party in exercising anyright under the Agreement will constitute a waiver of that right. Any term or conditionof this Agreement may be waived at any time by the Party that is enti- tled to the benefit thereof,but no such waiver shall be effective unless set forth in awritten instrument duly executed by or on behalf of the Party waiving such term or condition. No waiver by anyParty of any term or condition ofthis Agreement, in any one or more instances,shall be deemed to be or construedas a waiver of the same or any other termor condition of this Agreement.

10.4    Severability

In the eventany provision of this Agreement is wholly or partly invalid,the validity of this Agreement as a wholeshall not be affected and the remainingprovisions of this Agreement shall remain valid. To the extent that such invalidity materially affects a Party’s benefitfrom, or performance under, this Agreement, itshall be reasonably amended.

10.5    Assignment

Neither Party may assign any of its rights or obligations under the Agreement, whether by operation of law orotherwise, without the other Party’sprior written consent (not to be unreasonably withheld) provided, however, either Party may assign the Agreement in itsentirety, without the other party’s consent (i) to its Affiliate or (ii) in connection with a merger, acquisition,corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the immediatelypreceding sentence, if a Party is acquired by, sells all or substantially all assets to, or undergoes a change of control in favour of, a directcompetitor of the other Party, then suchother Party may, but is not required to, terminate the Agreementupon written notice.

10.6    Subcontractors

Beavr may, subject to Clause 7and, in relation to the processing of personaldata, the Data Processing Agreement entered into between the Parties, use subcontractors for the provision of the Services. Beavr shall be liablefor its subcontractors actions and omissions as for its own, and remainthe Subscribers sole point of contact in relation to the Services. Upon request, Beavr shallprovide Subscriber of a list of all subcontractorsin possession of or which has access to the Sub- scriber’s Confidential Information.

10.7    Marketing

If stated in the Order Form, the Subscriber grants Beavr the right to use the Subscriber’s company logos, companyname(s), trademarks, and user quotesas reference material for marketing and public relations material, thereby identifying Subscriber as a Beavr customer. Upon the Subscriber’s written request, Beavr shallimmediately cease any such use asinstructed by the Subscriber.

10.8    Force majeure

10.8.1 Except for paymentobligations under the Agreement, neither Partywill be liable for failure to perform or inadequate performance under the Agreement to the extent caused by a conditionthat was beyond the Party’s reasonable control and whichsubstantially affects the Party’s orits sub-contractors’ performance, including, for example, a natural disaster, epidemic or pandemic, act of waror terrorism, riot or civil unrest, labour conditions such as boycott,strike, lock-out, governmental action, disruption of telecommunications, failureor delay of inter- net services providers or widespreadinternet disturbance, disruption ofpower or other essential services.

10.8.2 A Party claimingthat circumstances described in Clause 10.8.1 prevents it fromperforming in accordance with the Agreement shall use commercially reasonable effortsto overcome and mitigate the effects of such circumstances.

10.8.3 If the performance of the Servicesin substantial respects is prevented for a period exceeding one (1) month dueto a circumstance stated in Clause 10.8.1, either Party shallhave the rightto terminate the Agreementin writing, without incurring any liability for compensation.

10.9    Entire agreement

The Agreement set forth and constitutes the entire agreement and understandingbetween the Parties with respect to the subject matter hereof and all prior agreements, understanding, promises andrepresentations, whether writtenor oral, with respect theretoare superseded hereby. For the avoidance of doubt, anyterm or condition stated in a Subscriberpurchase order or other Subscriber order documents (excluding the Order Form)is void.

10.10 Changes to these general terms and conditions

Beavr may amendthese general termsand conditions (and the resulting End User Terms) from time to time. Any and all amendments to these generalterms and conditions will be posted at www.Beavr.law/legal and indicate the date they were last updated. Amendments will become ef- fective thirty(30) days after posting, or such later date statedby Beavr. If an amendment materially adverselyaffects the Subscriber’s rights or obligations then the Subscriber may terminate the Agreement with- out penaltyupon notice to Beavr no later than five (5) days priorto the effective date of the revised general terms and conditions. TheSub- scriber shall be deemed to haveaccepted and agreed to be bound by any amendments to the generalterms and conditions if the Subscriber uses the Service after the effective date of those amendments.

11.       GOVERNING LAW AND DISPUTES

11.1    The Agreement shall be governed by the substantive law of Switzerland.

11.2     The place of jurisdiction for all disputes arising out of or in connection withthis agreement shall be Zurich, Switzerland. The parties agree that the courtsof Zurich shall have exclusive jurisdiction over any such disputes.