TERMS AND CONDITIONS

BACKGROUND

Capitalised terms used without definition will have the meanings set forth in these Terms and Conditions or in any exhibit or schedule.

Subject to the terms and conditions of this Agreement, SB will make the Services available to the Customer and its Users as part of the subscription plan selected by the Customer via the platform. These Terms govern the Customer’s access to and use of the Services.

1. GRANT OF RIGHTS

1.1 Services

(a) SB will make the Services available in accordance with, and subject to, the terms and conditions of this Agreement.

(b) Subject to the terms and conditions of this Agreement, Customer and its Users may use the Services as permitted by this Agreement.

1.2 Limitations

The following limitations and restrictions will apply to the use of the Services:

(a) Customer will not provide access to the Services to any person who is not Customer or a User. For avoidance of any doubts, the Customer may grant access to or use the Services on any third party system providers necessary for proper function of Services under this agreement (e.g. HR system or databases of Customer).

(b) Except as expressly permitted hereunder and except to the extent any of the following actions must be permitted under applicable law, Customer will not and will not permit or authorize Users or any third party to:

• (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of any of the Services;
• (ii) modify, translate or create derivative works based on any of the Services;
• (iii) copy, rent, lease, distribute, pledge, assign or otherwise transfer or allow any lien, security interest or other encumbrance on any of the Services;
• (iv) hack, manipulate, interfere with or disrupt the integrity or performance of or otherwise attempt to gain unauthorized access to any of the Services or its related systems, hardware or networks or any content or technology incorporated in any of the foregoing; or
• (v) remove or obscure any proprietary notices or labels of SB.

1.3 Demo Services

(a) To the extent the Services are provided to Customer free of charge or on a trial, evaluation or demo basis ("Demo Services"), such Demo Services are provided solely for Customer's internal evaluation purposes and for a limited period as specified in the subscription plan or communicated by SB.

(b) SB may at any time, in its sole discretion and without liability, modify, suspend or terminate the Demo Services or Customer's access thereto.

(c) Notwithstanding anything to the contrary in this Agreement, Demo Services are provided "as is" and "as available", without any warranties, service level commitments or support obligations.

(d) To the maximum extent permitted by applicable law, SB shall have no liability arising out of or in connection with the Demo Services.

(e) Customer acknowledges that Demo Services may be subject to additional limitations, including usage caps or restricted functionality.

2. OWNERSHIP; RESERVATION OF RIGHTS

2.1 Customer Data

(a) As between Customer and SB, Customer owns the Customer Data.

(b) Customer hereby grants to SB a non-exclusive, worldwide, royalty-free, fully paid-up, sublicensable, right and license to copy, distribute, display and create derivative works of and use the Customer Data to perform SB's obligations under this Agreement.

(c) Customer also hereby grants to SB a non-exclusive, world-wide, perpetual, royalty-free, fully paid-up, and irrevocable license to copy, anonymize, process and create derivative works of Customer Data, in whole or in part, for the purpose of deriving anonymous statistical and usage data, and data related to the functionality of SB's products and Services, provided such data cannot be used to identify Customer or its users ("Anonymous Data") and combine or incorporate such Anonymous Data with or into other similar data and information available, derived or obtained from other customers, licensees, users, or other sources (when so combined or incorporated, referred to as "Aggregate Data"), for improving SB's existing products and Services, developing new SB products and Services and for marketing purposes. For clarity, Anonymous Data is not Customer Data.

2.2 Services Ownership

Subject to the rights and licenses granted in Section 1, as between the parties, SB retains all rights, title and interest in and to the Services and any other materials provided by SB to Customer under this Agreement, all copies or parts thereof (by whomever produced) and all intellectual property rights therein. Other than the rights and licenses granted to Customer in Section 1, SB grants no, and reserves any and all, rights in the Services. Customer will not remove, obscure, or alter any intellectual property rights notices relating to the Services.

2.3 Feedback

Customer may elect from time to time to provide suggestions or comments regarding enhancements or functionality or other feedback ("Feedback") to SB with respect to the Services. SB will have full discretion to determine whether or not to proceed with the development of the requested enhancements, new features or functionality. Customer hereby grants SB a royalty-free, fully paid-up, worldwide, transferable, sublicensable (directly and indirectly through multiple tiers of distribution), perpetual, irrevocable license to (a) copy, distribute, transmit, display, perform, and modify and create derivative works of the Feedback, in whole or in part; and (b) use the Feedback and/or any subject matter thereof, in whole or in part, including without limitation, the right to develop, manufacture, have manufactured, market, promote, sell, have sold, offer for sale, have offered for sale, import, have imported, rent, provide and/or lease products or Services which incorporate, practice or embody, or are configured for use in practicing, the Feedback, in whole or in part.

2.4 SB Responsibilities

(a) SB will use commercially reasonable efforts to provide the Services in line with the Industry Best Practice in a manner that minimizes errors and interruptions in accessing the Services, as set forth in the Services Level Agreement attached hereto as Exhibit A. SB will provide technical support to Customer for issues and questions arising from the operation of the Services in accordance with the Services Level Agreement.

(b) SB will implement and maintain administrative, physical and technical safeguards which attempt to prevent any collection, use or disclosure of, or access to Customer Data that this Agreement does not expressly authorize, including, without limitation, an information security program that meets the Industry Best Practice to safeguard Customer Data. Such information security program will include:

• (i) physical security of all premises in which Customer Data will be processed and/or stored; and
• (ii) reasonable precautions taken with respect to the employment of, access given to, and education and training of any and all personnel furnished or engaged by SB to perform any part of the Services hereunder.

SB's compliance with the requirements set forth on Exhibit A will satisfy the requirements of this Section 2.4(b).

(c) SB shall obtain and at all times maintain, during the term of this Agreement, all mandatory licences and consents required under the applicable laws in relation to the Services.

(d) Customer is responsible for its Users’ compliance with this Agreement and for all activities occurring under its accounts.

2.5 Customer Responsibilities

Customer will (i) use commercially reasonable efforts to prevent unauthorised access to or use of the Services and notify SB promptly of any such unauthorised access or use, and (ii) use Services only in accordance applicable laws and regulations and the terms of this Agreement. For avoidance of any doubts, the Customer may grant access to or use the Services on any third party system providers necessary for proper function of Services under this agreement (e.g. HR system or databases of Customer).

2.6 Technical Services

SB may provide Technical Services to the Customer as made available under the Subscription Plan or otherwise agreed between the parties. Customer will use reasonable efforts to provide SB with the cooperation reasonably necessary for SB to perform the Technical Services. Any dates or time periods relevant to performance by SB hereunder will be appropriately extended to account for delays or changes in assumptions caused by Customer.

2.7 Publicity; Use of Customer Name and Logo

(a) Customer hereby grants to SB a non-exclusive, worldwide, royalty-free, fully paid-up license to use Customer's trade name, trademark, logo and other brand elements (the "Customer Marks") for the purpose of identifying Customer as a client of SB and promoting SB's Services.

(b) SB may, in particular, use the Customer Marks and refer to the existence of this Agreement and the business relationship between the parties in its marketing and promotional materials, including on its website, in presentations, case studies, press releases and other commercial communications.

(c) Upon Customer's reasonable written request, SB shall cease the use of specific Customer Marks, provided that such request is justified and does not unreasonably restrict SB's legitimate marketing activities already in progress.

(d) Nothing in this Section grants SB any ownership rights in the Customer Marks other than the limited license expressly set forth herein.

3. FEES; PAYMENT TERMS

3.1 Payment

The Customer shall pay the fees corresponding to the subscription plan selected via the platform ("Fees"). SB shall issue invoices electronically. Unless otherwise specified, invoices are payable within fifteen (15) days from the date of issue.

Fees may be based on subscription period, usage, or other pricing metrics as presented at the time of purchase. All Fees are non-refundable unless otherwise stated.

3.2 Reduction of the Fees

(a) If this Agreement is terminated in accordance with Section 4, the Fees shall be reduced on a pro rata basis. The reduction will be calculated based on the number of days during which the Services are not provided. For the avoidance of doubt, the Customer will be liable to pay Fees only up until the effective date of termination.

(b) If the Services Credit (as defined under Services Level Agreement) is issued, the subscription fee for relevant period will be automatically decreased under the terms of Services Level Agreement.

3.3 Tax Withholdings

If any deductions or tax withholdings are required by law to be made from any of the sums payable under this Agreement, SB may increase the Fees by applicable amount.

3.4 Proprietary Material License

If any license copyright and other intellectual property rights in any drawings, specifications, reports, calculations and other work related to the Services (the "Proprietary Material") from SB is required to use the Services, the SB, as beneficial owner, shall grant to Customer a royalty-free, irrevocable, non-exclusive licence to use the Proprietary Material delivered by SB to Customer in the course of performance of the Services under this Agreement, for any purpose related to this Agreement. Such licence shall not be transferable and shall not include the right to grant sub-licences (except for granting of sublicence to the Users).

4. TERM, TERMINATION

4.1 Term

This Agreement begins on the Effective Date and continues for the subscription period selected by the Customer.

4.2 Renewal and Cancellation

The subscription will automatically renew for successive subscription periods unless the Customer cancels before the end of the current billing period.

The Customer may cancel the subscription at any time with effect at the end of the current billing period.

4.3 Termination for Breach

In addition to any other remedies it may have, either party may also terminate this Agreement if the other party breaches any of the terms or conditions of this Agreement in any material respect and fails to cure such breach within thirty (30) days' notice after receiving notice thereof. Customer will pay in full for the use of the Services up to and including the effective date of the termination, as set forth in the terminating party's notice of termination. The SB will provide the Services under the terms of this Agreement up to and including the effective date of the termination, as set forth in the terminating party's notice of termination.

4.4 Effect of Expiration or Termination

Except as expressly stated herein, upon expiration or termination of the Agreement:

• (i) all rights granted hereunder and all obligations of SB to provide the Services will immediately terminate,
• (ii) Customer will immediately cease use of the Services; and
• (iii) each party will return or destroy all copies or other embodiments of the other party's Confidential Information.

4.5 Survival

Upon expiration or termination of this Agreement, all obligations in this Agreement will terminate, provided that Sections 2.1(c) (Customer Data), 2.2 (Services Ownership), 2.3 (Feedback), 3 (Fees; Payment Terms), 4.4 (Effect of Expiration or Termination), 4.5 (Survival), 5 (Confidentiality), 6 (Data Protection), 7 (Representations, Warranties and Disclaimer), 8 (Limitations of Liability), 9 (Indemnification), 10 (General) and 11 (Additional Definitions) will survive.

5. CONFIDENTIALITY

5.1 Definition of Confidential Information

As used herein, "Confidential Information" means, subject to the exceptions set forth in the following sentence, any information or data, regardless of whether it is in tangible form, disclosed by or on behalf of either party (the "Disclosing Party") that the Disclosing Party has either marked as confidential or proprietary, or has identified in writing as confidential or proprietary within thirty (30) days of disclosure to the other party (the "Receiving Party"); provided, however, that a Disclosing Party's business plans, strategies, technology, research and development, current and prospective customers, billing records, and products or Services will be deemed Confidential Information of the Disclosing Party even if not so marked or identified.

SB's Confidential Information includes, without limitation, the source code of the Services and the terms of this Agreement. Customer's Confidential Information includes, without limitation, the Customer Data, any data or information about Users but not the Anonymous Data or Aggregate Data.

Information will not be deemed "Confidential Information" if such information:

• (a) is known to the Receiving Party prior to receipt from the Disclosing Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party;
• (b) becomes known (independently of disclosure by the Disclosing Party) to the Receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; or
• (c) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the Receiving Party.

5.2 Use and Disclosure of Confidential Information

The Disclosing Party's Confidential Information constitutes valuable trade secrets and proprietary information of the Disclosing Party. Each Receiving Party will use the Confidential Information of the Disclosing Party solely in accordance with the provisions of this Agreement and will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the Disclosing Party's prior written consent, except as otherwise permitted hereunder.

5.3 Other

Each Receiving Party will use reasonable measures to protect the confidentiality of the Disclosing Party's Confidential Information. Either Receiving Party may disclose the Confidential Information of the Disclosing Party as reasonably deemed by the Receiving Party to be required by law (in which case such Receiving Party will provide the Disclosing Party with prior written notification thereof, will provide such the Disclosing Party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law).

In the event of actual or threatened breach of the provisions of this Section 5 (Confidentiality), the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each Receiving Party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement.

6. DATA PROTECTION

6.1 Definitions

The terms "controller", "processor", "personal data", "data subject", "process/processing", "personal data breach", "supervisory authority" have the meanings ascribed to them under the EU General Data Protection Regulation 2016/679 ("GDPR") and the UK Data Protection Act 2018, as applicable ("Data Protection Laws").

6.2 SB as Processor

To the extent SB is a processor under GDPR and Data Protection Laws, SB may process personal data on behalf of Customer and SB will comply with the requirements of this Section 6.

6.3 Processing

Privacy Notice available on SB's web site sets out the scope, nature and purpose of processing by SB, the duration of the processing and the types of personal data and categories of data subject. The Customer is solely responsible for lawfulness of processing. In case of any breach of data Protection Laws, the Customer shall indemnify the SB for damages.

6.4 Authorisations

Customer will ensure that it has all necessary authorisations and notices in place to enable lawful transfers of the personal data to SB for the duration and purposes of this Agreement so that SB may lawfully use, process and transfer the personal data in accordance with this Agreement on Customer's behalf.

6.5 Access to Data

SB agrees that the Customer will at all times during the provision of Services hereunder have access to:

• (a) all Customer Data, including all data and information entered into the Services;
• (b) all other information derived from Customer Data, including as stored in or processed through the Services (including usage summaries and click through activity collected by SB); and
• (c) any other data, information or materials relating to or in connection with the Services that are requested by regulatory authorities,

that SB has at its disposal.

6.6 Purpose of Processing

Purpose of processing of personal data by SB is ensuring proper provision of Services.

6.7 Types of Personal Data

SB, as processor, shall process on behalf of Customer, as controller, under the conditions agreed in this Agreement mainly the following types of the personal data:

• (a) name and surname
• (b) e-mail address
• (c) job title;
• (d) metadata from Microsoft Office365, where applicable

(the "personal data").

6.8 Categories of Data Subjects

SB shall for the purposes of this Agreement process the personal data of the following categories of data subjects:

• (a) Employees or former employees of the Customer
• (b) Statutory bodies of the Customers;
• (c) Users;
• (d) Prospective job candidates of the Customers and Customers' Users.

(the "Data Subjects").

6.9 Processing Obligations

The SB is entitled to process the personal data within the scope and under the conditions agreed in this Agreement and stated in respective valid legislation. The SB is entitled to process only such personal data which correspond to the purpose of the processing of personal data, whereby SB inter alia undertakes to:

(a) Process the personal data only for designated purposes;

(b) Process only such personal data, which within its scope and content correspond to the designated purpose and are necessary for achievement of the purpose;

(c) Keep the personal data received for different purposes separately and ensure that the personal data shall be processed only in a way, which corresponds the purpose of their processing;

(d) Process only correct, complete and actual personal data in relation to the purpose of its processing and to manipulate with incorrect or incomplete data in compliance with the GDPR and the Data Protection Laws;

(e) Process the personal data in compliance with good manners and act in a way, which is neither in conflict with nor evades the GDPR and the Data Protection Laws.

6.10 Security of Personal Data

SB is responsible for the security of personal data, whereby it protects them from theft, loss, damage, illegitimate access, change and spreading. For this purpose, SB undertakes to ensure adequate technical, organizational and personal arrangements corresponding to the way of processing of personal data in a form and under conditions stated in the Regulation, whereby it considers confidentiality and importance of personal data as well as the scope of possible risks, which are able to harm the security or functionality of its information system.

6.11 Staff Training

SB undertakes to instruct its authorized representatives (employees, representatives or other person acting in the name of the SB or on his instructions or under his supervision) on their rights and obligations and their responsibility in a case of any violation within the protection of personal data arising from respective valid GDPR and the Data Protection Laws.

6.12 Breach Notification

SB undertakes to notify the Customer without undue delay every event of suspicion that the personal data are leaked out, lost, destroyed, damaged, abused or used in other unlawful way.

6.13 Data Retention and Deletion

Personal data of the Data Subjects will be processed by SB solely for the period of effectiveness of this Agreement or for the period necessary to achieve the purpose of processing. SB after the cessation of the purpose of processing of personal data, however at the latest before the expiration of this Agreement, shall by himself and shall provide for that all of SB's employees to either return to the Customer or destroy all copies of the written, electronic or other documents and materials (and any copies) containing any personal data and to erase all personal data from any computer systems, word processor or other devices containing such personal data (including any electronic archive system) without undue delay. The Customer is entitled to request from SB a confirmation about erasure of personal data and the SB is obliged to issue such confirmation without undue delay. Generally binding GDPR and the Data Protection Laws imposing the obligations on SB are not influenced by this provision.

6.14 Processing Instructions

SB undertakes to process the personal data only on documented instructions from Customer, including with regard to transfers of personal data to a third country or an international organization, unless required to do so by European Union law.

6.15 Data Subject Rights

Considering the nature of the processing, SB undertakes to assists Customer by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of Customer's obligation to respond to requests for exercising the Data Subject's rights laid down in Chapter III of the GDPR.

6.16 Security Measures

Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, the Customer and SB undertakes to implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including inter alia as appropriate:

(a) the pseudonymisation and encryption of personal data;

(b) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and Services;

(c) the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident;

(d) a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing.

6.17 Risk Assessment

In assessing the appropriate level of security account shall be taken in particular of the risks that are presented by processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to personal data transmitted, stored or otherwise processed.

6.18 Customer Representations

Customer represents that during the selection of SB it took care of its professional, technical, organizational and personal competence and its competence and ability to guarantee the security of processed personal data in compliance with the Regulation by technical, organizational and personal means corresponding to the way of processing of personal data, whereby Customer took into account especially applicable technical means, confidentiality and importance of processed personal data as well as the scope of possible risks, which are able to harm the security or functionality of its information system. Customer determined that SB provides sufficient guarantees to implement appropriate technical and organizational measures in such a manner that the processing meets the requirements of the GDPR and ensures the protection of the rights of the Data Subjects.

6.19 Compliance Assistance

Considering the nature of processing and the information available to SB, SB undertakes to assist Customer in ensuring compliance with the obligations pursuant to Art. 32 to 36 of the GDPR or as required under the Data Protection Laws.

6.20 Data Subject Rights Assistance

Taking into account the nature of the processing, SB undertakes to assists the Customer by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the Customer's obligation to respond to requests for exercising the Data Subject's rights laid down in Chapter III of the GDPR or as required under the Data Protection Laws.

6.21 Confidentiality

SB is obliged to maintain confidentiality of personal data provided by the Customer with which he comes into contact. SB cannot use these personal data for his own needs, nor can he publish them or provide them to anyone without the prior written consent from the Customer except for cases when providing and/or publishing of personal data is necessary for processing of the personal data according to this Agreement or the obligation to provide the personal data is required by the law or on the basis of a decision made by any public authority and SB undertakes to maintain this confidentiality also after the cessation of his mandate. If a disclosure as described above is required, SB is obliged to keep a record of such disclosure during the time of duration of this Agreement.

6.22 Audit Rights

SB undertakes to make available to the Customer all information necessary to demonstrate compliance with the obligations laid in the Agreement and allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer.

6.23 Access Control

SB undertakes to allow access to the personal data provided by the Customer only to authorized representatives (employees, representatives or other person acting in the name of the SB or on his instructions or under his supervision) and only in the extent necessary for ensuring the processing of personal data. SB is obliged to instruct the authorized persons which have the access to the personal data about their rights and obligations relating to personal data protection according to the law as well as about their liability in the event of their breach, including the obligation to maintain confidentiality of the personal data of the Customer under the Regulation and under this Agreement. SB is liable for maintaining confidentiality according to this Agreement by the authorized representative.

6.24 Sub-processors

Customer hereby consents to SB engaging sub processors in connection with the provision of the Services under this Agreement.

6.25 Data Export

To the extent any processing of personal data takes place in any other third country outside the European Economic Area, SB will put in place appropriate legal safeguards as recognised under GDPR and Data Protection Laws.

6.26 International Transfers

The SB shall not transfer any Customer Data to any country outside the UK and/or the European Economic Area ("EEA") or to any international organisation (an "International Recipient") without Customer's prior written consent.

6.27 Personal Data Breach

In respect of any personal data breach related to the Services, the SB shall (i) notify Customer of the breach without undue delay and (ii) provide the Customer without undue delay with such details and assistance as Customer reasonably requires.

7. REPRESENTATIONS, WARRANTIES AND DISCLAIMER

7.1 Representations and Warranties

(a) Each party represents and warrants to the other party that:

• (i) such party has the required power and authority to enter into this Agreement and to perform its obligations hereunder;
• (ii) the execution of this Agreement and performance of its obligations thereunder do not and will not violate any other agreement to which it is a party;
• (iii) this Agreement constitutes a legal, valid and binding obligation enforceable against such party in accordance with its terms; and
• (iv) where the Agreement is accepted electronically, the person accepting it on behalf of such party has been duly authorised to do so.

(b) In addition, SB represents and warrants to Customer that it uses Industry Best Practice methods to detect and prevent viruses and any third party software routines designed to permit unauthorised access, disable or erase software, hardware or data, or perform any other similar actions that may be present in the Services and correct or remove such viruses and subroutines.

(c) Each party expressly declares that:

• (a) neither the party nor any of its affiliates is subject to economic or financial sanctions, trade embargoes or other restrictive measures imposed, administered or enforced by the United Nations Security Council, the European Union, USA, a state member of the OECD, or any authority acting on behalf of any of the foregoing in connection with any sanctions (hereinafter referred to as "sanctions and embargoes"), or does not engage in any activity directly or indirectly related to any person or entity subject to the sanctions and embargoes described above or any activity that would be subject to sanctions and embargoes; and
• (b) that neither a party nor any of its affiliates is engaged in, or is otherwise engaged in, any activity that would violate anti-money laundering laws and that they are in compliance with policies and procedures designed to prevent violations of such laws. Upon request, a party is obliged to provide any information or documents requested by other party to verify fulfilment of any of the obligations above.

(d) Each party acknowledges that the other party has a zero tolerance policy towards bribery and corruption including towards facilitation payments and grease payments.

(e) Each party agrees, undertakes and confirms that it has appropriate anti-bribery and corruption program in place to ensure, and each party, or its affiliates will not make, offer, promise to make or authorise the making to any person or solicit, accept or agree to accept from any person, either directly or indirectly, anything of value including without limitation gifts or entertainment, facilitation payments or grease payments, in order to obtain, influence, induce or reward any improper advantage in connection with the Agreement.

7.2 Disclaimer

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. ALL OTHER IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW. NEITHER PARTY WILL HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF THE OTHER PARTY TO ANY THIRD PARTY. EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH PARTY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, AND NONINFRINGEMENT. NEITHER PARTY WARRANTS AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE PRODUCTS OR SERVICES PROVIDED BY SUCH PARTY OR AGAINST INFRINGEMENT. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY WARRANTS THAT THE PRODUCTS OR SERVICES PROVIDED BY SUCH PARTY ARE ERROR-FREE OR THAT OPERATION OF SUCH PARTY'S PRODUCTS OR SERVICES WILL BE SECURE OR UNINTERRUPTED.

8. LIMITATIONS OF LIABILITY

8.1 Limitation of Liability of SB

SB'S TOTAL AGGREGATE LIABILITY IS LIMITED TO AN AMOUNT EQUAL TO THE FEES PAYABLE BY THE CUSTOMER UNDER THIS AGREEMENT.

SPECIFIC REGIME FOR DEMO SERVICES: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SB'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE DEMO SERVICES SHALL NOT EXCEED THE AMOUNT OF FEES THAT WOULD HAVE BEEN PAYABLE BY THE CUSTOMER FOR THE SERVICES DURING THE RELEVANT PERIOD. SB SHALL BE LIABLE SOLELY FOR ACTUAL DIRECT DAMAGES, AND SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF DATA OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Independent Allocations of Risk

EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. EACH OF THESE PROVISIONS WILL APPLY EVEN IF THEY HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

8.3 No Exclusion of Liability

NOTHING IN THIS AGREEMENT EXCLUDES THE LIABILITY OF SB OR OF THE CUSTOMER FOR DEATH OR PERSONAL INJURY CAUSED BY SB'S OR CUSTOMER'S NEGLIGENCE OR FOR FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER LIABILITY THAT CANNOT BE LIMITED BY LAW.

9. INDEMNIFICATION

9.1 Indemnification by Customer

Customer will:

• (a) defend, indemnify and hold harmless SB or any officer, director, agent, or employee of SB ("SB Parties") against claims, actions, proceedings, losses, damages, expenses and costs (including court costs and reasonable legal fees) arising from:
  • (i) use of the Services other than as permitted under this Agreement,
  • (ii) use of the Customer Data or
  • (iii) Customer's breach of this Agreement, and
• (b) pay all damages and costs awarded by a court of competent jurisdiction against SB Parties with respect to such Claim or amounts payable pursuant to a settlement agreed to by Customer.

9.2 Procedure

If a Customer Party or a SB Party becomes aware of any Claim for which it believes it should be defended, such Customer Party or SB Party will:

• (a) promptly notify the other party in writing of such Claim;
• (b) promptly give the other party the sole and exclusive right to control and direct the investigation, preparation, defence and settlement of such Claim with counsel of the defending party's own choosing; provided that the party entitled to the defence under this Section 9 will have the right to reasonably participate, at its own expense, in the defence or settlement of any such Claim; and
• (c) give assistance and full cooperation for the defence of the same.

10. GENERAL

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

Neither party may assign any rights or transfer any obligations under this Agreement without the other party's prior written consent; provided however, that:

• (a) either party may assign and transfer this Agreement to an acquirer of or successor to all or substantially all of its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganisation or otherwise and always subject to the fact, that the position of the other party will not adversely change or
• (b) the SB may assign and transfer this Agreement to any legal entity directly or indirectly controlled by any of its affiliates or any firm, undertaking, joint venture, association, partnership, or other form of business organisation in or through which an entity referred above directly or indirectly operates or manages on behalf of itself and/or one or more third parties and in which it directly or indirectly has an ownership, production sharing, or other economic interest or connection, mainly the same ultimate beneficial owner.

Any assignment or transfer or attempted assignment or transfer by either party otherwise than in accordance with this Section 10 will be null and void.

This Agreement and any documents referred to in it constitute the whole agreement between the parties and supersede all previous written and oral agreements, communications and understandings relating to its subject matter. Except as otherwise provided herein, any amendment to this Agreement must be made in writing, including by electronic means where permitted by applicable law.

No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

No agency, partnership, joint venture, or employment is created as a result of this Agreement and a party does not have any authority of any kind to bind the other party in any respect whatsoever.

This Agreement does not confer any rights on any person or party (other than the parties and, where applicable, their successors and permitted assigns).

All notices under this Agreement will be in writing and sent via email to the email address associated with the Customer’s account or otherwise provided by the Customer. Notices will be deemed received when sent.

Neither party will, without prior written consent of the other, issue a press release regarding their business relationship.

Each party will be excused from performance for any period during which, and to the extent that, it is prevented from performing any obligation or Services, in whole or in part, as a result of a cause beyond its reasonable control and without its fault or negligence, including, but not limited to, acts of God, acts of war, epidemics, fire, communication line failures, power failures, earthquakes, floods, blizzard, or other natural disasters (but excluding failure caused by a party's financial condition or any internal labor problems (including strikes, lockouts, work stoppages or slowdowns, or the threat thereof)) (a "Force Majeure Event").

Delays in performing obligations due to a Force Majeure Event will automatically extend the deadline for performing such obligations for a period equal to the duration of such Force Majeure Event.

Except as otherwise agreed upon by the parties in writing, in the event that non-performance for Force Majeure Event continues for a period of thirty (30) days or more, either party may terminate this Agreement by giving written notice thereof to the other party.

Upon the occurrence of any Force Majeure Event, the affected party will give the other party written notice thereof as soon as reasonably practicable of its failure of performance, describing the cause and effect of such failure, and the anticipated duration of its inability to perform.

This Agreement and any dispute, controversy or claim arising out of or in connection with it, including any question regarding its existence, validity or termination, as well as any non-contractual obligations arising out of or in connection with it, shall be governed by and construed in accordance with the laws of the Republic of Estonia.

The parties irrevocably agree that the courts of the Republic of Estonia shall have exclusive jurisdiction to settle any dispute, controversy or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, as well as any non-contractual obligations arising out of or in connection with it.

Customer may not provide access to the Services to any person or entity that is:

• (a) identified on the Specially Designated Nationals List or Foreign Sanctions Evaders List of the Office of Foreign Assets Control, U.S. Department of the Treasury, as amended from time to time;
• (b) located in Cuba, Iran, North Korea, Sudan, Syria, or any other country that is subject to U.S. economic sanctions prohibiting such access; or
• (c) otherwise unauthorised to have such access under any law or regulation of the United States or any non-U.S. authority of competent jurisdiction.

11. ADDITIONAL DEFINITIONS

"SB" means SBRAINS Holding OÜ, with registered seat at Vesivärava tn 50-301, 10152 Tallinn, Estonia, registered in the Estonian Commercial Register (äriregister) under ID No. 17147960, and includes its affiliates, subsidiaries, or entities under common control.

"Customer" means the individual or legal entity that accepts these Terms or uses the Services.

"Customer Data" means the data and information collected by Customer via the Services or data and information provided by the Customer to SB. The Customer Data does not include User's data. Customer Data does not include the data and information relating to Customer's representatives and collected by SB in connection with the negotiation, execution and administration of this Agreement, which data and information belongs to SB.

"Effective Date" means the date on which the Customer accepts these Terms or first accesses or uses the Services, whichever occurs first.

"Technical Services" means onboarding, implementation assistance, support, or consulting services provided by SB as part of or in connection with the Services.

"Use Data" means data provided by Users in connection with using the Services.

"Users" means the Customer’s employees, contractors, or other authorised users who are at least eighteen (18) years old and are bound by obligations at least equivalent to those applicable to the Customer under this Agreement.

"Subscription Plan" means the pricing plan, features, and usage limits selected by the Customer via the platform.

"Subscription Period" means the recurring billing period (e.g. monthly or annual) selected by the Customer.

Exhibit A - Services Level Agreement

1. Definitions

Capitalised terms used without definition will have the meanings set forth in these Terms and Conditions, including Section 11 (Additional Definitions), or in any exhibit or schedule.

"Availability" or "Available" means the Services is available for access and use by Customer or Users under SB's Immediate Control.

"Immediate Control" includes SB's network Services within the SB Data Centre which extends to, includes, and terminates at the Internet Services Provider ("ISP") circuit termination point on the router in SB's data centre (i.e., public Internet connectivity).

Specifically excluded from the definition of "Immediate Control" are the following:

1. Equipment, data, materials, software, hardware, Services and/or facilities provided by or on behalf of Customer and Customer's network Services which allow the Customer to access the Services. These components are controlled by the Customer and their performance or failure to perform can impair or disrupt Customer's connections to the Internet and the transmission of data.

2. Equipment, data, advertisements, materials, software, hardware, Services and/or facilities provided by third party vendors or Services providers of Customer.

3. Acts or omissions of Customers, its employees, contractors, agents or representatives, third party vendors or Services providers of Customer or anyone gaining access to SB's network at the request of Customer.

4. Issues arising from bugs or other problems in the software, firmware, or hardware of third parties.

5. Delays or failures due to circumstances beyond SB's reasonable control that could not be avoided by its exercise of due care.

6. Any outage, network unavailability, or downtime outside the SB Data Centre.

"Industry Best Practice" means the exercise of commercially reasonable skill, care, diligence and prudence that would reasonably be expected from competent providers of services similar to the Services.

"Services Region" means the location of Customer and location of an SB Data Centre that provides the Services to Customers in the geographic vicinity thereof.

"SB Data Centre" means the compute servers and network infrastructure, whether physical or virtual, on which the Services are hosted and operated, whether managed directly by SB, colocation Services provider, or cloud hosting provider.

2. Services Availability

(a) Availability Objective

SB will provide 80% Availability per Services Region for the Services within SB's Immediate Control (the "Availability Objective").

(b) Availability Calculation

Availability is calculated per subscription period. The calculation will be as follows, where "t" is the total number of seconds in the relevant subscription period and "d" is the "Material Downtime" in seconds during that subscription period.

Availability = 100 × ((t - d) / t)

"Material Downtime" is measured as the time in seconds when the Services is not Available in a given Services Region for reasons other than the following exclusions:

• Force Majeure Event or events which are outside SB's Immediate Control;
• A documented security threat until such time as the security threat has been eliminated;
• Use of unapproved or modified hardware or software by or on behalf of Customer;
• Misuse of the Services by Customer or its agents, customers, or third party contractors; and/or
• Scheduled Maintenance as described below.

(c) Remedies

In the event that SB is unable to achieve the Availability Objective, the Customer will automatically receive credit. This credit is calculated as the Credit Percentage corresponding to the actual Availability indicated in the table below ("Services Credit") for the subscription period in which the Availability Objective was not attained.

No Services Credit will be issued, and an outage will not be considered as unavailability for purposes of this Services Level Agreement if Customer is not current in its payment obligations either when the outage occurs or when the Services Credit would otherwise be issued.

If the Availability Objective is not achieved, the Customer shall receive Services Credit automatically and the subscription fees for relevant period will be automatically decreased by the percentage corresponding the respective Credit Percentage (e.g. if the Credit Percentage will be 20%, the subscription fee will be decreased by 20%).

Where a Force Majeure Event prevents full Availability for more than 5 (five) consecutive days in any six (6) month period, Customer may terminate the Agreement on thirty (30) day's written notice to SB.

(d) Scheduled Maintenance

SB shall always provide Services at least at the level of the Industry Best Practice.

During the Term of Agreement, the SB shall provide maintenance Services at no extra cost to the Customer.

The maintenance Services are to:

• detect and correct all errors discovered by the SB or the Customer or otherwise made known to the SB under this Agreement;
• provide the Customer, Users with access to and use of all enhancements when and as each enhancement is made commercially available by the SB and ensure that such enhancements do not detrimentally affect the performance and the Customer's, Users' use of the Services;
• update or upgrade of the Services to meet the requirements of the Industry Best Practice;
• furnish support via a direct toll free telephone number and email address with qualified personnel knowledgeable in the Services;
• respond to telephone or email support requests; and
• provide a program fix or work-around for reported problems within the timeframe for incident resolution set out in the this Agreement and a clear escalation procedure in the event that reported problems are not resolved within the agreed timeframe for incident resolution.

Where the provision of any maintenance Services requires downtime other than during any regularly scheduled downtime or will otherwise affect the Customer's or its affiliates or Users' access to or operability of the Services:

• the SB will give the Customer not less than two (2) working days prior written notice of such requirement; and
• Unless otherwise agreed by Customer in advance, SB may perform scheduled maintenance within a maintenance window daily between the hours of 8:00pm to 5:00am CET.
• the SB will take into account any representations from the Customer as to the impact of such downtime on the business of the Customer or its affiliates or Users and shall use reasonable endeavours to minimise such impact.

SB shall develop and maintain security recovery plans that are executed during or after an event and restore systems affected by cyber security events.

SB shall test security recovery plans on at least an annual basis and shall update recovery strategies and plans in response to testing and any lessons identified by post incident reviews.

3. Customer Support

Customer support for the Services can be reached at hello@spacebrains.tech and is available on business days from 9:00am to 6:00pm CET Monday through Friday, for all support requests, and 24 hours, 7 days per week for Critical Priority requests.

SB has structured a response plan to address such requests in an efficient and timely manner, addressing the most critical issues first. Cases will be opened upon receipt of request or identification of issue, and incidents will be addressed according to the following targets:

4. Information Security

SB shall maintain all appropriate measures in line with the Industry Best Practice.

5. Personnel

During the Term of the Agreement, SB and its affiliates:

• will not be employing, engaging or otherwise using forced labour, trafficked labour or exploitative child labour; nor engaging in or condoning abusive or inhumane treatment of workers;
• will be providing equal opportunities, avoiding discrimination and respecting freedom of association of workers, in each case within the relevant national legal framework; and
• will be mitigating or avoiding adverse human rights impacts to communities arising from SB activities to the extent practicable.