DEFINITIONS

“9×5” means that Support and Maintenance Services are available during Business Hours.

“Account” means each Authorized User’s personal login to the Software.

“Additional Features” means any feature to the BRYTER Automation Platform that BRYTER has agreed to provide to Customer in accordance with the terms of an Order or which Customer has decided to purchase and which is not necessarily included in the BRYTER Automation Platform (without an Order) and which are listed here.

“Admin” means in relation to the BRYTER Automation Platform an Authorized User with access to the admin console as set out in the BRYTER Automation Platform Documentation.

“Affiliate” of any Party means any other legally independent entity that directly, or indirectly through one or more intermediaries, is in control of, controlled by, or is under common control with the Party.

“Agreement” means this MSA, the data protection addendum and any Order referencing the MSA.

“AI Connector” means the set of nodes which perform actions with the help of large language models and is used within a module.

“API” means application programming interface. Its technical restrictions can be found here.

“Application” means a set of one or several Module(s), case databases, data views and further software functionalities (as applicable) that can be combined to create a solution for one specific use case or larger purpose and is built by Authorized Users on the BRYTER Automation Platform except when Building Services  are expressly set out in a separate SOW. 

“Author” means a specific and personalized login and password ascribed to an Authorized User who may use the BRYTER Automation Platform to build and publish Live Applications and Live Modules.

“Authorized User” means a person at Customer or its Affiliates to whom Customer grants access authorization to use the Software. Admins are always Authorized Users and in relation to the BRYTER Automation Platform Authorized Users are also referred to as Authors. For the BRYTER Policy AI, Authorized Users are persons at Customer that are added as a Team member to the Software and whose access is not limited to asking Questions.   

“Basic Features” means any component of the BRYTER Automation Platform including but not limited to different types of input, value and action nodes excluding any Additional Features.

“BRYTER Automation Platform” means the solution hosted by BRYTER or BRYTER’s subcontractors and made available as a software as a service, including Additional Features where these have been purchased by Customer, and including any developments to such product resulting from the provision of Professional Services. BRYTER reserves the right to add new Additional Features without a respective Order. Such Additional Features will not become part of the Software unless expressly specified in Customer’s respective Order. For the avoidance of doubt, the Software is fully functional without Additional Features.

“BRYTER Automation Platform Documentation” means guidelines, instructions and recommended actions for the BRYTER Automation Platform available here.

“BRYTER Connect” means services that allow for the connection to the BRYTER Automation Platform from other systems through APIs and the possibility for Customer to create additional functions in Modules and Applications (“Custom Actions“). The functionalities and limitations of BRYTER Connect are outlined in the BRYTER Connect documentation hub (https://developer.bryter.io/). Customer is solely responsible for any implementations of the Custom Actions running in its Applications.

“BRYTER Data” means any information or data provided by BRYTER to Customer as part of the Software and/or Professional Services, together with any feedback from Customer, and Usage Data.

“BRYTER Multi-Client” means the Additional Feature through which Customer can build and maintain an Application once, and make it available to multiple clients. Each client will have a separate environment with separate users and data, and the Application can be themed differently.

“BRYTER Multi-language” means the Additional Feature through which you can deliver multi-language Applications by building Modules and (automatically) translating their contents into different languages.

“BRYTER Policy AI” means a software as a service solution hosted by BRYTER or its subcontractors which generates answers to compliance policy questions with the help of large language models.

“BRYTER Policy AI Documentation” means guidelines, instructions, and recommended actions for the BRYTER Policy AI available here.

“BRYTER Sandbox” means that Customer may build Test Applications on the BRYTER Automation Platform. Customer is not allowed to publish Applications and/or Modules to the live environment.

“Building Services” means services using the BRYTER Software to create solutions tailored to Customer’s needs.

“Business Days” means Monday to Friday excepting bank holidays in the location where the contracting BRYTER entity is incorporated (and a “Business Hour” means any hour on such days in such time zones between 9am and 5pm).

“Case Database” means a configurable data storage as part of an Application with the primary purpose to collect and store case records in order to reuse and inter-connect them for further purposes.

“Company Question” means a Question that is raised by an End User.

“Components” means collectively, the automation features and workflow features of the Software.

“Confidential Information” means non-public information that either Party may obtain from the other or have access to by virtue of this MSA, including, but not limited to, each Party’s data and each Party’s proprietary software and computer operations, all code, inventions, algorithms, business concepts, workflow, marketing, financial, business and technical information, the terms and pricing under this MSA, and all information either clearly identified as confidential or that is of a nature that a reasonable person would understand to be confidential.

“Critical Errors” means Errors that cause total failure of a combination of significant features of the Software that are completely unavailable and no workaround exists. It does not include development issues or problems in staging environments.

“Customer Data” means any data provided by Customer (including text, audio, video and images) which BRYTER processes in connection with the provision of access to the Software and/ or performance of Professional Services a SOW.

“Customer Success” means additional help through a customer success manager. Customer success activities performed by BRYTER are tailored to each Customer and may include the following: (i) onboarding planning; (ii) regular check-ins; (iii) goals and metrics tracking; (iv) service coordination and oversight; (v) adoption and success plan design; for the avoidance of doubt, this does not include instructor-led workshops, training sessions or Building Services if not specified otherwise in the Order Form or a separate SOW.

“Customer Support” means the services set out in Appendix 2.

“Deliverables” means all Building Services, goods, records, reports, documents, papers and other materials (in documentary, electronic or other form) produced or to be produced by or on behalf of BRYTER for Customer as part of the Professional Services pursuant to the execution of a SOW.

“Document Template” means a file that serves as a starting point to create a Document Type and that can be uploaded within a “Create Document” node within the Software.

“Documentation” means any technical literature or instructions, and other written materials ordinarily provided by BRYTER as BRYTER Automation Platform Documentation and BRYTER Policy AI Documentation.

“Document Type” means a specific type of document for a specific use case (i.e., NDA, Employment Contract).

“Downtime” means the total number of minutes during a calendar month for a given Component of the Software during which that Component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given Component if all continuous attempts by BRYTER’s monitoring system to write to that Component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.

“Effective Date” means the date on which Customer signs its first Order.

“End User” means each person who is authorized by Customer to (i) use a Module or an Application of the BRYTER Automation Platform or (ii) use the BRYTER Policy AI without being an Authorized User. For the BRYTER Automation Platform this includes both Internal Users and External Users. For the BRYTER Policy AI, this includes only Internal Users.

“Emergency Maintenance” means the repair, maintenance, upgrade, update, support, testing or implementation to or of any system which is not Scheduled Maintenance.

“Error” means a problem which results from the Software materially failing to perform as set forth in the Documentations as applicable.

“Excluded Downtime” means any minutes of Downtime in any given month of the Subscription Term resulting in whole or in part from any of the following:

“External User” means an End User who does not form part of Customer’s workforce.

“Fees” means the consideration payable by Customer to BRYTER for the use of the Software and/or the Professional Services, as defined in the applicable Order and/or SOW.

“Force Majeure Event” means circumstances beyond a Party’s reasonable control including but not limited to: any strike, lock-out or other industrial dispute; the failure or interruption of a utility service or transport or telecommunications network (including the internet); any act of God, war, riot, civil commotion, malicious damage; compliance with any law or governmental order, rule, regulation or direction; any accident, breakdown of plant or machinery; any fire, flood, storm or other adverse weather condition.

“Guided Building” means educative help offered to Customer in building their Applications with the intention of enabling Customer to autonomously design and build Applications. For the avoidance of doubt Customer remains responsible for the completion, functionality and maintenance of the Application and BRYTER does not owe specific Deliverables nor completion of such Application.

“Initial Term” means the first term, commencing on the applicable Order Date, during which BRYTER shall grant access to the Software as defined in an Order.

“Instruction” means instruction issued by Controller to Processor, directing the same to perform a specific action with regard to Personal Data (including, but not limited to, depersonalizing, blocking, deletion, making available).

“Intellectual Property” means any patents, patent rights, design rights, copyrights, database rights, trade secrets, know-how, trademarks, trade names, service marks and other intellectual property embodied therein and all applications and rights to apply for registration or protection rights pertaining thereto, in existence on the Effective Date or created in the future. Rights regarding Intellectual Property shall be referred to as “Intellectual Property Rights”.

“Internal Question”means a Question that is raised by an Authorized User.

“Internal User” means an End User that is employed by Customer.

“Live Application” means an Application in which at least one Module has been published to the live staging environment by an Authorized User using the publishing feature of the BRYTER Automation Platform. Any other Application shall be a “Test Application”.

“Live Module” means a Module which has been published to the live staging environment by an Authorized User using the publishing feature of the BRYTER Automation Platform. Live Modules are part of a Live Application. Any other Module shall be a “Test Module”.

“Maintenance Work” means the development and adaption of the Software by BRYTER in order to improve the Software and/or introduce new functions or eliminate Errors, which may lead to unavailability.

“Major Error” means Errors that restrict the use of the Software and for which troubleshooting is urgently needed. This includes a partial loss of the Software with severe impact on the business and where no workaround exists.

“Module” means a single workflow or process built on the BRYTER Automation Platform which consists of an undefined number of nodes that form a single, independent and executable unit always beginning with a start node and ending with a result node.

“Order” means an order form signed by both Parties that references this MSA.

“Order Date” means the start date of the Subscription Term of each respective Order as indicated therein.

“Page” means a PDF page with a character count of no more than 4,000 (including spaces). For reference, a standard Word page with standard margins in Arial font size 11 has between 1,500 and 2,000 characters (including spaces).

“Persistent Breach” means a failure to meet (i) the availability service level set out in section 1 of Appendix 2 more than three times in any period of 3 consecutive months, or (ii) the Support obligations in Appendix 2 more than 3 times in any period of three months.

“Personal Data” has the meaning according to Article 4 no. 1 of the General Data Protection Regulation (GDPR).

“Policies” mean written guidelines with a certain number of Pages which are implemented at Customer for a specific purpose by setting standards for the practices and procedures of the business. They must be in PDF format and can be no longer than 250 Pages.

“Processing” has the meaning according to Article 4 no. 2 of the General Data Protection Regulation (GDPR).

“Professional Secrets” means data that is subject to professional secrecy obligations (“Berufsgeheimnis”) under Section 203 of the German Criminal Code.

“Professional Services” means the customization, Application development (Building Support), implementation and/or training services as defined in a SOW.

“Question” means any question or request that is raised by Customer to the BRYTER Policy AI within one message, including both Internal Questions and Company Questions.

“Renewal Term” means a period of 12 months beginning on the expiry of the Initial Term or the immediately preceding Renewal Term, as applicable.

“Response Time”means the time from the receipt of an incident or Support Request notification to the provision of an initial response by BRYTER.

“Restricted Release” has the meaning given to it in section 5 of the MSA.

“Scheduled Maintenance” means any repair, maintenance or update to the Software which disrupts the use of the Software. Maintenance will be performed according to the following schedule:

“Scope” means, in relation to the Software, the limitations on usage set out in an Order (which may be by reference to numbers of Accounts, Applications, Live Modules, Internal Users, External Users and/or Sessions).

“Service Availability” means service uptime of the Software at a standard operating time of 24×7 on 365 or 366 days per year excluding any Excluded Downtime.

“Session” means the user interaction with a Live Application, beginning with an End User triggering the start node of a Live Module.

“SLA” means the service level agreement attached to this MSA as part of the Support and Maintenance Services set out in Appendix 2.

“Software” means all services offered by BRYTER as described in Section 1 but excluding Professional Services and Support and Maintenance Services.

“SOW” means a statement of work, detailing the Professional Services to be provided by BRYTER and paid for by Customer.

“Sub-processor” means any person appointed by or on behalf of Processor to process Personal Data on behalf of the Controller in connection with the MSA.

“Subscription Term” means the duration of an Order for Software, including the Initial Term and any Renewal Term, but excluding the Trial Period.

“Support and Maintenance Services” means the services specified in Appendix 2.

“Support Request” means a question or request from Customer in the Ticketing System that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted, a workaround exists that minimizes impact on Customer’s operations, or Customer wishes to register a request for a new or enhanced feature. A request is processed as Support Request provided that it concerns the functionality of the Software.

“Taxes” means any and all applicable sales, value added or withholding tax, or other assessments imposed or collected by any governmental entity worldwide under or pursuant to the MSA (excluding any other taxes that BRYTER is required to pay in its country of incorporation).

“Team” means a group of people employed by Customer who perform interdependent tasks to work towards accomplishing a common mission or specific objective. For the Policy AI, a Team includes the persons added to the Software as team members and whose access is not limited to asking Questions.

“Tenant” means an isolated share of the BRYTER Automation Platform and/or the BRYTER Policy AI. It offers user access and authorization management, data storage and configuration.

“Test Author” means a specific and personalized login and password ascribed to an Authorized User who may only use the BRYTER Automation Platform for the purposes of testing and for training/workshop formats, not for publishing Live Modules and Live Applications.

“Third-Party Services” means software not manufactured by BRYTER that is either implemented in the Software or provided together with the Software.

“Ticketing System” means Customer sending a Support Request in English via e-mail to: support@bryter.io.

“Trial Period” means the trial period defined in an Order during which Customer may test the Software. For the avoidance of doubt, this does not apply to the BRYTER Policy AI Starter Kit.

“Usage Data” means anonymized information collected by BRYTER in relation to Customer’s and End Users’ use of the Software (including analytics, data and insights).

Version: 4.2 (March 2024)

“9×5” means that Support and Maintenance Services are available during Business Hours.

“Account” means each Authorized User’s personal login to the Software.

“Additional Features” means any feature to the BRYTER Automation Platform that BRYTER has agreed to provide to Customer in accordance with the terms of an Order or which Customer has decided to purchase and which is not necessarily included in the BRYTER Automation Platform (without an Order) and which are listed here.

“Admin” means in relation to the BRYTER Automation Platform an Authorized User with access to the admin console as set out in the BRYTER Automation Platform Documentation.

“Affiliate” of any Party means any other legally independent entity that directly, or indirectly through one or more intermediaries, is in control of, controlled by, or is under common control with the Party.

“Agreement” means this MSA, the data protection addendum and any Order referencing the MSA.

“AI Connector” means the set of nodes which perform actions with the help of large language models and is used within a module.

“API” means application programming interface. Its technical restrictions can be found here.

“Application” means a set of one or several Module(s), case databases, data views and further software functionalities (as applicable) that can be combined to create a solution for one specific use case or larger purpose and is built by Authorized Users on the BRYTER Automation Platform except when Building Services  are expressly set out in a separate SOW.

“Author” means a specific and personalized login and password ascribed to an Authorized User who may use the BRYTER Automation Platform to build and publish Live Applications and Live Modules.

“Authorized User” means a person at Customer or its Affiliates to whom Customer grants access authorization to use the Software. Admins are always Authorized Users and in relation to the BRYTER Automation Platform Authorized Users are also referred to as Authors. For the BRYTER Policy AI, Authorized Users are persons at Customer that are added as a Team member to the Software and whose access is not limited to asking Questions.

“Basic Features” means any component of the BRYTER Automation Platform including but not limited to different types of input, value and action nodes excluding any Additional Features.

“BRYTER Automation Platform” means the solution hosted by BRYTER or BRYTER’s subcontractors and made available as a software as a service, including Additional Features where these have been purchased by Customer, and including any developments to such product resulting from the provision of Professional Services. BRYTER reserves the right to add new Additional Features without a respective Order. Such Additional Features will not become part of the Software unless expressly specified in Customer’s respective Order. For the avoidance of doubt, the Software is fully functional without Additional Features.

“BRYTER Automation Platform Documentation” means guidelines, instructions and recommended actions for the BRYTER Automation Platform available here.

“BRYTER Connect” means services that allow for the connection to the BRYTER Automation Platform from other systems through APIs and the possibility for Customer to create additional functions in Modules and Applications (“Custom Actions“). The functionalities and limitations of BRYTER Connect are outlined in the BRYTER Connect documentation hub (https://developer.bryter.io/). Customer is solely responsible for any implementations of the Custom Actions running in its Applications.

“BRYTER Data” means any information or data provided by BRYTER to Customer as part of the Software and/or Professional Services, together with any feedback from Customer, and Usage Data.

“BRYTER Policy AI” meansa software as a service solution hosted by BRYTER or its subcontractors which generates answers to compliance policy questions with the help of AI.

“BRYTER Policy AI Documentation” means guidelines, instructions, and recommended actions for the BRYTER Policy AI available here.

“BRYTER Sandbox” means that Customer may build Test Applications on the BRYTER Automation Platform. Customer is not allowed to publish Applications and/or Modules to the live environment.

“Building Services” means services using the Software to create solutions tailored to Customer’s needs.

“Business Days” means Monday to Friday excepting bank holidays in the location where the contracting BRYTER entity is incorporated (and a “Business Hour” means any hour on such days in such time zones between 9am and 5pm).

“Case Database” means a configurable data storage as part of an Application with the primary purpose to collect and store case records in order to reuse and inter-connect them for further purposes.

“Company Question” means a Question that is raised by an End User.

“Components” means collectively, the automation features and workflow features of the Software.

“Confidential Information” means non-public information that either Party may obtain from the other or have access to by virtue of this MSA, including, but not limited to, each Party’s data and each Party’s proprietary software and computer operations, all code, inventions, algorithms, business concepts, workflow, marketing, financial, business and technical information, the terms and pricing under this MSA, and all information either clearly identified as confidential or that is of a nature that a reasonable person would understand to be confidential.

“Critical Errors” means Errors that cause total failure of a combination of significant features of the Software that are completely unavailable and no workaround exists. It does not include development issues or problems in staging environments.

“Customer Data” means any data provided by Customer (including text, audio, video and images) which BRYTER processes in connection with the provision of access to the Software and/or performance of Professional Services under a SOW.

“Customer Success” means additional help through a customer success manager. Customer success activities performed by BRYTER are tailored to each Customer and may include the following: (i) onboarding planning; (ii) regular check-ins; (iii) goals and metrics tracking; (iv) service coordination and oversight; (v) adoption and success plan design; for the avoidance of doubt, this does not include instructor-led workshops, training sessions or Building Services if not specified otherwise in the Order Form or a separate SOW.

“Customer Support” means the services set out in Appendix 2.

“Deliverables” means all Building Services, goods, records, reports, documents, papers and other materials (in documentary, electronic or other form) produced or to be produced by or on behalf of BRYTER for Customer as part of the Professional Services pursuant to the execution of a SOW.

“Document Template” means a file that serves as a starting point to create a Document Type and that can be uploaded within a “Create Document” node within the Software.

“Documentation” means any technical literature or instructions, and other written materials ordinarily provided by BRYTER as BRYTER Automation Platform Documentationand BRYTER Policy AI Documentation.

“Document Type” means a specific type of document for a specific use case (i.e., NDA, Employment Contract).

“Downtime” means the total number of minutes during a calendar month for a given Component of the Software during which that Component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given Component if all continuous attempts by BRYTER’s monitoring system to write to that Component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.

“Effective Date” means the date on which Customer signs its first Order.

“End User” means each person who is authorized by Customer to (i) use a Module or an Application of the BRYTER Automation Platformor (ii) use the BRYTER Policy AI without being an Authorized User. For the BRYTER Automation Platform this includes both Internal Users and External Users. For the BRYTER Policy AI, this includes only Internal Users.

“Emergency Maintenance” means the repair, maintenance, upgrade, update, support, testing or implementation to or of any system which is not Scheduled Maintenance.

“Error” means a problem which results from the Software materially failing to perform as set forth in the Documentations as applicable.

“Excluded Downtime” means any minutes of Downtime in any given month of the Subscription Term resulting in whole or in part from any of the following:

·       BRYTER or Customer performing Scheduled Maintenance;

·       Termination of the MSA;

·       Suspension due to overdue payments;

·       Factors outside of BRYTER’s reasonable control, including any Force Majeure Event or internet access or related problems;

·       Any actions or inactions of Customer or any third party on behalf of Customer;

·       Customer’s use of the Software in a manner inconsistent with the Documentations or BRYTER’s guidance;

·       Attributable to acts by persons gaining unauthorized access to or use of the Software due to Customer’s failure to maintain and control security and access to the Software; and

·       Attributable to the acts or omissions of Customer or its employees, agents, contractors, or vendors, or anyone gaining access to the Software and/or the Support services by means of Customer’s credentials or equipment.

“External User” means an End User who does not form part of Customer’s workforce.

“Fees” means the consideration payable by Customer to BRYTER for the use of the Software and/or the Professional Services, as defined in the applicable Order and/or SOW.

“Force Majeure Event” means circumstances beyond a Party’s reasonable control including but not limited to: any strike, lock-out or other industrial dispute; the failure or interruption of a utility service or transport or telecommunications network (including the internet); any act of God, war, riot, civil commotion, malicious damage; compliance with any law or governmental order, rule, regulation or direction; any accident, breakdown of plant or machinery; any fire, flood, storm or other adverse weather condition.

“Guided Building” means educative help offered to Customer in building their Applications with the intention of enabling Customer to autonomously design and build Applications. For the avoidance of doubt Customer remains responsible for the completion, functionality and maintenance of the Application and BRYTER does not owe specific Deliverables nor completion of such Application.

“Initial Term” means the first term, commencing on the applicable Order Date, during which BRYTER shall grant access to the Software as defined in an Order.

“Instruction” means instruction issued by Controller to Processor, directing the same to perform a specific action with regard to Personal Data (including, but not limited to, depersonalizing, blocking, deletion, making available).

“Intellectual Property” means any patents, patent rights, design rights, copyrights, database rights, trade secrets, know-how, trademarks, trade names, service marks and other intellectual property embodied therein and all applications and rights to apply for registration or protection rights pertaining thereto, in existence on the Effective Date or created in the future. Rights regarding Intellectual Property shall be referred to as “Intellectual Property Rights”.

“Internal Question” means a Question that is raised by an Authorized User.

“Internal User” means an End User that is employed by Customer.

“Live Application” means an Application in which at least one Module has been published to the live staging environment by an Authorized User using the publishing feature of the BRYTER Automation Platform. Any other Application shall be a “Test Application”.

“Live Module” means a Module which has been published to the live staging environment by an Authorized User using the publishing feature of the BRYTER Automation Platform. Live Modules are part of a Live Application. Any other Module shall be a “Test Module”.

“Maintenance Work” means the development and adaption of the Software by BRYTER in order to improve the Software and/or introduce new functions or eliminate Errors, which may lead to unavailability.

“Major Error” means Errors that restrict the use of the Software and for which troubleshooting is urgently needed. This includes a partial loss of the Software with severe impact on the business and where no workaround exists.

“Module” means a single workflow or process built on the BRYTER Automation Platform which consists of an undefined number of nodes that form a single, independent and executable unit always beginning with a start node and ending with a result node.

“Order” means an order form signed by both Parties that references this MSA.

“Order Date” means the start date of the Subscription Term of each respective Order as indicated therein.

“Page” means a PDF page with a character count of no more than 4,000 (including spaces). For reference, a standard Word page with standard margins in Arial font size 11 has between 1,500 and 2,000 characters (including spaces).

“Persistent Breach” means a failure to meet (i) the availability service level set out in section 1 of Appendix 2 more than three times in any period of 3 consecutive months, or (ii) the Support obligations in Appendix 2 more than 3 times in any period of three months.

“Personal Data” has the meaning according to Article 4 no. 1 of the General Data Protection Regulation (GDPR).

“Policies” meanwritten guidelines with a certain number of Pages which are implemented at Customer for a specific purpose by setting standards for the practices and procedures of the business. They must be in PDF format and can be no longer than 250 Pages.

“Processing” has the meaning according to Article 4 no. 2 of the General Data Protection Regulation (GDPR).

“Professional Secrets” means data that is subject to professional secrecy obligations (“Berufsgeheimnis”) under Section 203 of the German Criminal Code.

“Professional Services” means the customization, Application development (Building Services), implementation and/or training services as defined in a SOW.

“Question” means any question or request that is raised by Customer to the BRYTER Policy AI within one message, including both Internal Questions and Company Questions.

“Renewal Term” means a period of 12 months beginning on the expiry of the Initial Term or the immediately preceding Renewal Term, as applicable.

“Response Time”means the time from the receipt of an incident or Support Request notification to the provision of an initial response by BRYTER.

“Restricted Release” has the meaning given to it in section 5.

“Scheduled Maintenance” means any repair, maintenance or update to the Software which disrupts the use of the Software. Maintenance will be performed according to the following schedule:

·       For EU Cloud Hosting between 10PM (CET) and 5AM (CET) on Wednesdays.

·       For US Cloud Hosting between 1AM (EST) and 4AM (EST) on Thursdays.

“Scope” means, in relation to the Software, the limitations on usage set out in an Order (which may be by reference to numbers of Accounts, Applications, Live Modules, Internal Users, External Users and/or Sessions).

“Service Availability” means service uptime of the Software at a standard operating time of 24×7 on 365 or 366 days per year excluding any Excluded Downtime.

“Session” means the user interaction with a Live Application, beginning with an End User triggering the start node of a Live Module.

“SLA” means the service level agreement attached to this MSA as part of the Support and Maintenance Services set out in Appendix 2.

“Software” means all services offered by BRYTER as described in Section 1 but excluding Professional Services and Support and Maintenance Services.

“SOW” means a statement of work, detailing the Professional Services to be provided by BRYTER and paid for by Customer.

“Sub-processor” means any person appointed by or on behalf of Processor to process Personal Data on behalf of the Controller in connection with the MSA.

“Subscription Term” means the duration of an Order for Software, including the Initial Term and any Renewal Term, but excluding the Trial Period.

“Support and Maintenance Services” means the services specified in Appendix 2.

“Support Request” means a question or request from Customer in the Ticketing System that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted, a workaround exists that minimizes impact on Customer’s operations, or Customer wishes to register a request for a new or enhanced feature. A request is processed as Support Request provided that it concerns the functionality of the Software.

“Taxes” means any and all applicable sales, value added or withholding tax, or other assessments imposed or collected by any governmental entity worldwide under or pursuant to the MSA (excluding any other taxes that BRYTER is required to pay in its country of incorporation).

“Team” means a group of people employed by Customer who perform interdependent tasks to work towards accomplishing a common mission or specific objective. For the Policy AI, a Team includes the persons added to the Software as team members and whose access is not limited to asking Questions.

“Tenant” means an isolated share of the BRYTER Automation Platformand/ or the BRYTER Policy AI. It offers user access and authorization management, data storage and configuration.

“Test Author” means a specific and personalized login and password ascribed to an Authorized User who may only use the BRYTER Automation Platform for the purposes of testing and for training/workshop formats, not for publishing Live Modules and Live Applications.

“Ticketing System” means Customer sending a Support Request in English via e-mail to: support@bryter.io.

“Trial Period” means the trial period defined in an Order during which Customer may test the Software. For the avoidance of doubt, this does not apply to the BRYTER Policy AI Starter Kit.

“Usage Data” means anonymized information collected by BRYTER in relation to Customer’s and End Users’ use of the Software (including analytics, data and insights).

Version: 4.1 (February 2024)

“9×5” means that Support and Maintenance Services are available during Business Hours.

“Account” means each Authorized User’s personal login to the Software.

“Additional Features” means any feature to the BRYTER Automation Platform that BRYTER has agreed to provide to Customer in accordance with the terms of an Order or which Customer has decided to purchase and which is not necessarily included in the BRYTER Automation Platform (without an Order) and which are listed here.

“Admin” means (i) in relation to the BRYTER Automation Platform an Authorized User with access to the admin console as set out in the BRYTER Automation Platform Documentation and/or (ii) in relation to the BRYTER Intake and Matter Management an Authorized User with access to the Matter Management console.

“Affiliate” of any Party means any other legally independent entity that directly, or indirectly through one or more intermediaries, is in control of, controlled by, or is under common control with the Party.

“Agreement” means this MSA, the data protection addendum and any Order referencing the MSA.

“API” means application programming interface. Its technical restrictions can be found here.

“Application” means a set of one or several Module(s), case databases, data views and further software functionalities (as applicable) that can be combined to create a solution for one specific use case or larger purpose and is built by Authorized Users on the BRYTER Automation Platform except when Building Services  are expressly set out in a separate SOW.

“Author” means a specific and personalized login and password ascribed to an Authorized User who may use the BRYTER Automation Platform to build and publish Live Applications and Live Modules.

“Authorized User” means a person at Customer or its Affiliates to whom Customer grants access authorization to use the Software. Admins are always Authorized Users and in relation to the BRYTER Automation Platform Authorized Users are also referred to as Authors. For the BRYTER Policy AI, Authorized Users are persons at Customer that are added as a Team member to the Software and whose access is not limited to asking Questions.

“Basic Features” means any component of the BRYTER Automation Platform including but not limited to different types of input, value and action nodes excluding any Additional Features.

“BRYTER Automation Platform” means the solution hosted by BRYTER or BRYTER’s subcontractors and made available as a software as a service, including Additional Features where these have been purchased by Customer, and including any developments to such product resulting from the provision of Professional Services. BRYTER reserves the right to add new Additional Features without a respective Order. Such Additional Features will not become part of the Software unless expressly specified in Customer’s respective Order. For the avoidance of doubt, the Software is fully functional without Additional Features.

“BRYTER Automation Platform Documentation” means guidelines, instructions and recommended actions for the BRYTER Automation Platform available here.

“BRYTER Connect” means services that allow for the connection to the BRYTER Automation Platform from other systems through APIs and the possibility for Customer to create additional functions in Modules and Applications (“Custom Actions“). The functionalities and limitations of BRYTER Connect are outlined in the BRYTER Connect documentation hub (https://developer.bryter.io/). Customer is solely responsible for any implementations of the Custom Actions running in its Applications.

“BRYTER Data” means any information or data provided by BRYTER to Customer as part of the Software and/or Professional Services, together with any feedback from Customer, and Usage Data.

“BRYTER Intake and Matter Management” means the solution hosted by BRYTER or BRYTER’s subcontractors and made available as a software as a service to manage and intake complex legal matters in one place.

“BRYTER Intake and Matter Management Documentation” means guidelines, instructions, and recommended actions for the BRYTER Intake and Matter Management available here (together with the BRYTER Automation Platform Documentation and the BRYTER Policy AI Documentation: the “Documentation”).

“BRYTER Policy AI” meansa software as a service solution hosted by BRYTER or its subcontractors which generates answers to compliance policy questions with the help of AI.

“BRYTER Policy AI Documentation” means guidelines, instructions, and recommended actions for the BRYTER Policy AI available here (together with the BRYTER Automation Platform Documentation and the BRYTER Intake and Matter Management Documentation: the “Documentation”).

“BRYTER Sandbox” means that Customer may build Test Applications on the BRYTER Automation Platform. Customer is not allowed to publish Applications and/or Modules to the live environment.

“Building Services” means services using the Software to create solutions tailored to Customer’s needs.

“Business Days” means Monday to Friday excepting bank holidays in the location where the contracting BRYTER entity is incorporated (and a “Business Hour” means any hour on such days in such time zones between 9am and 5pm).

“Case Database” means a configurable data storage as part of an Application with the primary purpose to collect and store case records in order to reuse and inter-connect them for further purposes.

“Company Question” means a Question that is raised by an End User.

“Components” means collectively, the automation features and workflow features of the Software.

“Confidential Information” means non-public information that either Party may obtain from the other or have access to by virtue of this MSA, including, but not limited to, each Party’s data and each Party’s proprietary software and computer operations, all code, inventions, algorithms, business concepts, workflow, marketing, financial, business and technical information, the terms and pricing under this MSA, and all information either clearly identified as confidential or that is of a nature that a reasonable person would understand to be confidential.

“Critical Errors” means Errors that cause total failure of a combination of significant features of the Software that are completely unavailable and no workaround exists. It does not include development issues or problems in staging environments.

“Customer Data” means any data provided by Customer (including text, audio, video and images) which BRYTER processes in connection with the provision of access to the Software and/or performance of Professional Services under a SOW.

“Customer Success” means additional help through a customer success manager. Customer success activities performed by BRYTER are tailored to each Customer and may include the following: (i) onboarding planning; (ii) regular check-ins; (iii) goals and metrics tracking; (iv) service coordination and oversight; (v) adoption and success plan design; for the avoidance of doubt, this does not include instructor-led workshops, training sessions or Building Services if not specified otherwise in the Order Form or a separate SOW.

“Customer Support” means the services set out in Appendix 2.

“Deliverables” means all Building Services, goods, records, reports, documents, papers and other materials (in documentary, electronic or other form) produced or to be produced by or on behalf of BRYTER for Customer as part of the Professional Services pursuant to the execution of a SOW.

“Document Template” means a file that serves as a starting point to create a Document Type and that can be uploaded within a “Create Document” node within the Software.

“Documentation” means any technical literature or instructions, and other written materials ordinarily provided by BRYTER as BRYTER Automation Platform Documentation, BRYTER Intake and Matter Management Documentation and BRYTER Policy AI Documentation.

“Document Type” means a specific type of document for a specific use case (i.e., NDA, Employment Contract).

“Downtime” means the total number of minutes during a calendar month for a given Component of the Software during which that Component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given Component if all continuous attempts by BRYTER’s monitoring system to write to that Component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.

“Effective Date” means the date on which Customer signs its first Order.

“End User” means each person who is authorized by Customer to (i) use a Module or an Application, (ii) the BRYTER Intake and Matter Management or (iii) the BRYTER Policy AI without being an Authorized User. For the BRYTER Automation Platform and the BRYTER Intake and Matter Management this includes both Internal Users and External Users. For the BRYTER Policy AI, this includes only Internal Users.

“Emergency Maintenance” means the repair, maintenance, upgrade, update, support, testing or implementation to or of any system which is not Scheduled Maintenance.

“Error” means a problem which results from the Software materially failing to perform as set forth in the Documentations as applicable.

“Excluded Downtime” means any minutes of Downtime in any given month of the Subscription Term resulting in whole or in part from any of the following:

·       BRYTER or Customer performing Scheduled Maintenance;

·       Termination of the MSA;

·       Suspension due to overdue payments;

·       Factors outside of BRYTER’s reasonable control, including any Force Majeure Event or internet access or related problems;

·       Any actions or inactions of Customer or any third party on behalf of Customer;

·       Customer’s use of the Software in a manner inconsistent with the Documentations or BRYTER’s guidance;

·       Attributable to acts by persons gaining unauthorized access to or use of the Software due to Customer’s failure to maintain and control security and access to the Software; and

·       Attributable to the acts or omissions of Customer or its employees, agents, contractors, or vendors, or anyone gaining access to the Software and/or the Support services by means of Customer’s credentials or equipment.

“External User” means an End User who does not form part of Customer’s workforce.

“Fees” means the consideration payable by Customer to BRYTER for the use of the Software and/or the Professional Services, as defined in the applicable Order and/or SOW.

“Force Majeure Event” means circumstances beyond a Party’s reasonable control including but not limited to: any strike, lock-out or other industrial dispute; the failure or interruption of a utility service or transport or telecommunications network (including the internet); any act of God, war, riot, civil commotion, malicious damage; compliance with any law or governmental order, rule, regulation or direction; any accident, breakdown of plant or machinery; any fire, flood, storm or other adverse weather condition.

“Guided Building” means educative help offered to Customer in building their Applications with the intention of enabling Customer to autonomously design and build Applications. For the avoidance of doubt Customer remains responsible for the completion, functionality and maintenance of the Application and BRYTER does not owe specific Deliverables nor completion of such Application.

“Initial Term” means the first term, commencing on the applicable Order Date, during which BRYTER shall grant access to the Software as defined in an Order.

“Instruction” means instruction issued by Controller to Processor, directing the same to perform a specific action with regard to Personal Data (including, but not limited to, depersonalizing, blocking, deletion, making available).

“Intellectual Property” means any patents, patent rights, design rights, copyrights, database rights, trade secrets, know-how, trademarks, trade names, service marks and other intellectual property embodied therein and all applications and rights to apply for registration or protection rights pertaining thereto, in existence on the Effective Date or created in the future. Rights regarding Intellectual Property shall be referred to as “Intellectual Property Rights”.

“Internal Question” means a Question that is raised by an Authorized User.

“Internal User” means an End User that is employed by Customer.

“Live Application” means an Application in which at least one Module has been published to the live staging environment by an Authorized User using the publishing feature of the BRYTER Automation Platform. Any other Application shall be a “Test Application”.

“Live Module” means a Module which has been published to the live staging environment by an Authorized User using the publishing feature of the BRYTER Automation Platform. Live Modules are part of a Live Application. Any other Module shall be a “Test Module”.

“Maintenance Work” means the development and adaption of the Software by BRYTER in order to improve the Software and/or introduce new functions or eliminate Errors, which may lead to unavailability.

“Major Error” means Errors that restrict the use of the Software and for which troubleshooting is urgently needed. This includes a partial loss of the Software with severe impact on the business and where no workaround exists.

“Matter” means a single subject of consideration, legal case and/or problem that is entered into the BRYTER Intake and Matter Management.

“Matter Management” means the single functionality within the BRYTER Intake and Matter Management to organize and keep track of various Matters used by the legal team as set out in the Order hereto.

“Module” means a single workflow or process built on the BRYTER Automation Platform which consists of an undefined number of nodes that form a single, independent and executable unit always beginning with a start node and ending with a result node.

“Order” means an order form signed by both Parties that references this MSA.

“Order Date” means the start date of the Subscription Term of each respective Order as indicated therein.

“Page” means a PDF page with a character count of no more than 4,000 (including spaces). For reference, a standard Word page with standard margins in Arial font size 11 has between 1,500 and 2,000 characters (including spaces).

“Persistent Breach” means a failure to meet (i) the availability service level set out in section 1 of Appendix 2 more than three times in any period of 3 consecutive months, or (ii) the Support obligations in Appendix 2 more than 3 times in any period of three months.

“Personal Data” has the meaning according to Article 4 no. 1 of the General Data Protection Regulation (GDPR).

“Policies” meanwritten guidelines with a certain number of Pages which are implemented at Customer for a specific purpose by setting standards for the practices and procedures of the business. They must be in PDF format and can be no longer than 250 Pages.

“Processing” has the meaning according to Article 4 no. 2 of the General Data Protection Regulation (GDPR).

“Professional Secrets” means data that is subject to professional secrecy obligations (“Berufsgeheimnis”) under Section 203 of the German Criminal Code.

“Professional Services” means the customization, Application development (Building Services), implementation and/or training services as defined in a SOW.

“Question” means any question or request that is raised by Customer to the BRYTER Policy AI within one message, including both Internal and Company Questions.

“Renewal Term” means a period of 12 months beginning on the expiry of the Initial Term or the immediately preceding Renewal Term, as applicable.

“Response Time”means the time from the receipt of an incident or Support Request notification to the provision of an initial response by BRYTER.

“Restricted Release” has the meaning given to it in section 5.

“Scheduled Maintenance” means any repair, maintenance or update to the Software which disrupts the use of the Software. Maintenance will be performed according to the following schedule:

·       For EU Cloud Hosting between 10PM (CET) and 5AM (CET) on Wednesdays.

·       For US Cloud Hosting between 1AM (EST) and 4AM (EST) on Thursdays.

“Scope” means, in relation to the Software, the limitations on usage set out in an Order (which may be by reference to numbers of Accounts, Applications, Live Modules, Internal Users, External Users and/or Sessions).

“Service Availability” means service uptime of the Software at a standard operating time of 24×7 on 365 or 366 days per year excluding any Excluded Downtime.

“Session” means the user interaction with a Live Application, beginning with an End User triggering the start node of a Live Module.

“SLA” means the service level agreement attached to this MSA as part of the Support and Maintenance Services set out in Appendix 2.

“Software” means all services offered by BRYTER as described in Section 1 but excluding Professional Services and Support and Maintenance Services.

“SOW” means a statement of work, detailing the Professional Services to be provided by BRYTER and paid for by Customer.

“Sub-processor” means any person appointed by or on behalf of Processor to process Personal Data on behalf of the Controller in connection with the MSA.

“Subscription Term” means the duration of an Order for Software, including the Initial Term and any Renewal Term, but excluding the Trial Period.

“Support and Maintenance Services” the services specified in Appendix 2.

“Support Request” means a question or request from Customer in the Ticketing System that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted, a workaround exists that minimizes impact on Customer’s operations, or Customer wishes to register a request for a new or enhanced feature. A request is processed as Support Request provided that it concerns the functionality of the Software.

“Taxes” means any and all applicable sales, value added or withholding tax, or other assessments imposed or collected by any governmental entity worldwide under or pursuant to the MSA (excluding any other taxes that BRYTER is required to pay in its country of incorporation).

“Team” means a group of people employed by Customer who perform interdependent tasks to work towards accomplishing a common mission or specific objective. For the Policy AI, a Team includes the persons added to the Software as team members and whose access is not limited to asking Questions.

“Tenant” means an isolated share of the BRYTER Automation Platform, the BRYTER Intake and Matter Management, and/ or BRYTER Policy AI. It offers user access and authorization management, data storage and configuration.

“Test Author” means a specific and personalized login and password ascribed to an Authorized User who may only use the BRYTER Automation Platform for the purposes of testing and for training/workshop formats, not for publishing Live Modules and Live Applications.

“Ticketing System” means Customer sending a Support Request in English via e-mail to: support@bryter.io.

“Trial Period” means the trial period defined in an Order during which Customer may test the Software. For the avoidance of doubt, this does not apply to the BRYTER Policy AI Starter Kit.

“Usage Data” means anonymized information collected by BRYTER in relation to Customer’s and End Users’ use of the Software (including analytics, data and insights).

Version 4.0 (January 2024)

“9×5” means that Support and Maintenance Services are available during Business Hours.

“Account” means each Authorized User’s personal login to the Software.

“Additional Features” means any feature to the BRYTER Automation Platform that BRYTER has agreed to provide to Customer in accordance with the terms of an Order or which Customer has decided to purchase and which is not necessarily included in the BRYTER Automation Platform (without an Order) and which are listed here.

“Admin” means (i) in relation to the BRYTER Automation Platform an Authorized User with access to the admin console as set out in the BRYTER Automation Platform Documentation and/or (ii) in relation to the BRYTER Intake and Matter Management an Authorized User with access to the Matter Management console.

“Affiliate” of any Party means any other legally independent entity that directly, or indirectly through one or more intermediaries, is in control of, controlled by, or is under common control with the Party.

“Agreement” means this MSA, the data protection addendum and any Order referencing the MSA.

“API” means application programming interface. Its technical restrictions can be found here.

“Application” means a set of one or several Module(s), case databases, data views and further software functionalities (as applicable) that can be combined to create a solution for one specific use case or larger purpose and is built by Authorized Users on the BRYTER Automation Platform except when Building Services  are expressly set out in a separate SOW.

“Author” means a specific and personalized login and password ascribed to an Authorized User who may use the BRYTER Automation Platform to build and publish Live Applications and Live Modules.

“Authorized User” means a person at Customer or its Affiliates to whom Customer grants access authorization to use the Software. Admins are always Authorized Users and in relation to the BRYTER Automation Platform Authorized Users are also referred to as Authors.

“Basic Features” means any component of the BRYTER Automation Platform including but not limited to different types of input, value and action nodes excluding any Additional Features.

“BRYTER Automation Platform” means the solution hosted by BRYTER or BRYTER’s subcontractors and made available as a software as a service, including Additional Features where these have been purchased by Customer, and including any developments to such product resulting from the provision of Professional Services. BRYTER reserves the right to add new Additional Features without a respective Order. Such Additional Features will not become part of the Software unless expressly specified in Customer’s respective Order. For the avoidance of doubt, the Software is fully functional without Additional Features.

“BRYTER Automation Platform Documentation” means guidelines, instructions and recommended actions for the BRYTER Automation Platform available here.

“BRYTER Connect” means services that allow for the connection to the BRYTER Automation Platform from other systems though APIs and the possibility for Customer to create additional functions in Modules and Applications (“Custom Actions“). The functionalities and limitations of BRYTER Connect are outlined in the BRYTER Connect documentation hub (https://developer.bryter.io/). Customer is solely responsible for any implementations of the Custom Actions running in its Applications.

“BRYTER Data” means any information or data provided by BRYTER to Customer as part of the Software and/or Professional Services, together with any feedback from Customer, and Usage Data.

“BRYTER Intake and Matter Management” means the solution hosted by BRYTER or BRYTER’s subcontractors and made available as a software as a service to manage and intake complex legal matters in one place.

“BRYTER Intake and Matter Management Documentation” means guidelines, instructions, and recommended actions for the BRYTER Intake and Matter Management.

“BRYTER Products” means the BRYTER Automation Platform and BRYTER Intake and Matter Management.

“BRYTER Sandbox” means that Customer may build Test Applications on the BRYTER Automation Platform. Customer is not allowed to publish Applications and/or Modules to the live environment.

“Building Services” means services using the Software to create solutions tailored to Customer’s needs.

“Business Days” means Monday to Friday excepting bank holidays in the location where the contracting BRYTER entity is incorporated (and a “Business Hour” means any hour on such days in such time zones between 9am and 5pm).

“Case Database” means a configurable data storage as part of an Application with the primary purpose to collect and store case records in order to reuse and inter-connect them for further purposes.

“Components” means collectively, the automation features and workflow features of the Software.

“Confidential Information” means non-public information that either Party may obtain from the other or have access to by virtue of this MSA, including, but not limited to, each Party’s data and each Party’s proprietary software and computer operations, all code, inventions, algorithms, business concepts, workflow, marketing, financial, business and technical information, the terms and pricing under this MSA, and all information either clearly identified as confidential or that is of a nature that a reasonable person would understand to be confidential.

“Critical Errors” means Errors that cause total failure of a combination of significant features of the Software that are completely unavailable and no workaround exists. It does not include development issues or problems in staging environments.

“Customer Data” means any data provided by Customer (including text, audio, video and images) which BRYTER processes in connection with the provision of access to the Software and/or performance of Professional Services under a SOW.

“Customer Success” means additional help through a customer success manager. Customer success activities performed by BRYTER are tailored to each Customer and may include the following: (i) onboarding planning; (ii) regular check-ins; (iii) goals and metrics tracking; (iv) service coordination and oversight; (v) adoption and success plan design; for the avoidance of doubt, this does not include instructor-led workshops, training sessions or Building Services if not specified otherwise in the Order Form or a separate SOW.

“Customer Support” means the services set out in Appendix 2.

“Deliverables” means all Building Services, goods, records, reports, documents, papers and other materials (in documentary, electronic or other form) produced or to be produced by or on behalf of BRYTER for Customer as part of the Professional Services pursuant to the execution of a SOW.

“Document Template” means a file that serves as a starting point to create a Document Type and that can be uploaded within a “Create Document” node within the Software.

“Document Type” means a specific type of document for a specific use case (i.e., NDA, Employment Contract).

“Downtime” means the total number of minutes during a calendar month for a given Component of the Software during which that Component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given Component if all continuous attempts by BRYTER’s monitoring system to write to that Component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.

“Effective Date” means the date on which Customer signs its first Order.

“End User” means each person who is authorized by Customer to use a Module or an Application or the BRYTER Intake and Matter Management without being an Authorized User, including Internal Users and External Users.

“Emergency Maintenance” means the repair, maintenance, upgrade, update, support, testing or implementation to or of any system which is not Scheduled Maintenance.

“Error” means a problem which results from the Software materially failing to perform as set forth in the Documentations as applicable.

“Excluded Downtime” means any minutes of Downtime in any given month of the Subscription Term resulting in whole or in part from any of the following:

·       BRYTER or Customer performing Scheduled Maintenance;

·       Termination of the MSA;

·       Suspension due to overdue payments;

·       Factors outside of BRYTER’s reasonable control, including any Force Majeure Event or internet access or related problems;

·       Any actions or inactions of Customer or any third party on behalf of Customer;

·       Customer’s use of the Software in a manner inconsistent with the Documentations or BRYTER’s guidance;

·       Attributable to acts by persons gaining unauthorized access to or use of the Software due to Customer’s failure to maintain and control security and access to the Software; and

·       Attributable to the acts or omissions of Customer or its employees, agents, contractors, or vendors, or anyone gaining access to the Software and/or the Support services by means of Customer’s credentials or equipment.

“External User” means an End User who does not form part of Customer’s workforce.

“Fees” means the consideration payable by Customer to BRYTER for the use of the Software and/or the Professional Services, as defined in the applicable Order and/or SOW.

“Force Majeure Event” means circumstances beyond a Party’s reasonable control including but not limited to: any strike, lock-out or other industrial dispute; the failure or interruption of a utility service or transport or telecommunications network (including the internet); any act of God, war, riot, civil commotion, malicious damage; compliance with any law or governmental order, rule, regulation or direction; any accident, breakdown of plant or machinery; any fire, flood, storm or other adverse weather condition.

“Guided Building” means educative help offered to Customer in building their Applications with the intention of enabling Customer to autonomously design and build Applications. For the avoidance of doubt Customer remains responsible for the completion, functionality and maintenance of the Application and BRYTER does not owe specific Deliverables nor completion of such Application.

“Initial Term” means the first term, commencing on the applicable Order Date, during which BRYTER shall grant access to the Software as defined in an Order.

“Instruction” means instruction issued by Controller to Processor, directing the same to perform a specific action with regard to Personal Data (including, but not limited to, depersonalizing, blocking, deletion, making available).

“Intellectual Property” means any patents, patent rights, design rights, copyrights, database rights, trade secrets, know-how, trademarks, trade names, service marks and other intellectual property embodied therein and all applications and rights to apply for registration or protection rights pertaining thereto, in existence on the Effective Date or created in the future. Rights regarding Intellectual Property shall be referred to as “Intellectual Property Rights”.

“Internal User” means an End User that is employed by Customer.

“Live Application” means an Application in which at least one Module has been published to the live staging environment by an Authorized User using the publishing feature of the BRYTER Automation Platform. Any other Application shall be a “Test Application”.

“Live Module” means a Module which has been published to the live staging environment by an Authorized User using the publishing feature of the BRYTER Automation Platform. Live Modules are part of a Live Application. Any other Module shall be a “Test Module”.

“Maintenance Work” means the development and adaption of the Software by BRYTER in order to improve the Software and/or introduce new functions or eliminate Errors, which may lead to unavailability.

“Major Error” means Errors that restrict the use of the Software and for which troubleshooting is urgently needed. This includes a partial loss of the Software with severe impact on the business and where no workaround exists.

“Matter” means a single subject of consideration, legal case and/or problem that is entered into the BRYTER Intake and Matter Management.

“Matter Management” means the single functionality within the BRYTER Intake and Matter Management to organize and keep track of various Matters used by the legal team as set out in the Order hereto.

“Module” means a single workflow or process built on the BRYTER Automation Platform which consists of an undefined number of nodes that form a single, independent and executable unit always beginning with a start node and ending with a result node.

“Order” means an order form signed by both Parties that references this MSA.

“Order Date” means the start date of the Subscription Term of each respective Order as indicated therein.

“Persistent Breach” means a failure to meet (i) the availability service level set out in section 1 of Appendix 2 more than three times in any period of 3 consecutive months, or (ii) the Support obligations in Appendix 2 more than 3 times in any period of three months.

“Personal Data” has the meaning according to Article 4 no. 1 of the General Data Protection Regulation (GDPR).

“Processing” has the meaning according to Article 4 no. 2 of the General Data Protection Regulation (GDPR).

“Professional Secrets” means data that is subject to professional secrecy obligations (“Berufsgeheimnis”) under Section 203 of the German Criminal Code.

“Professional Services” means the customization, Application development (Building Services), implementation and/or training services as defined in a SOW.

“Renewal Term” means a period of 12 months beginning on the expiry of the Initial Term or the immediately preceding Renewal Term, as applicable.

“Response Time”means the time from the receipt of an incident or Support Request notification to the provision of an initial response by BRYTER.

“Restricted Release” has the meaning given to it in section 5.

“Scheduled Maintenance” means any repair, maintenance or update to the Software which disrupts the use of the Software. Maintenance will be performed according to the following schedule:

·       For EU Cloud Hosting between 10PM (CET) and 5AM (CET) on Wednesdays.

·       For US Cloud Hosting between 1AM (EST) and 4AM (EST) on Thursdays.

“Scope” means, in relation to the Software, the limitations on usage set out in an Order (which may be by reference to numbers of Accounts, Applications, Live Modules, Internal Users, External Users and/or Sessions).

“Service Availability” means service uptime of the Software at a standard operating time of 24×7 on 365 or 366 days per year excluding any Excluded Downtime.

“Session” means the user interaction with a Live Application, beginning with an End User triggering the start node of a Live Module.

“SLA” means the service level agreement attached to this MSA as part of the Support and Maintenance Services set out in Appendix 2.

“Software” means all services offered by BRYTER as described in Section 1 but excluding Professional Services and Support and Maintenance Services.

“SOW” means a statement of work, detailing the Professional Services to be provided by BRYTER and paid for by Customer.

“Sub-processor” means any person appointed by or on behalf of Processor to process Personal Data on behalf of the Controller in connection with the MSA.

“Subscription Term” means the duration of an Order for Software, including the Initial Term and any Renewal Term, but excluding the Trial Period.

“Support and Maintenance Services” the services specified in Appendix 2.

“Support Request” means a question or request from Customer in the Ticketing System that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted, a workaround exists that minimizes impact on Customer’s operations, or Customer wishes to register a request for a new or enhanced feature. A request is processed as Support Request provided that it concerns the functionality of the Software.

“Taxes” means any and all applicable sales, value added or withholding tax, or other assessments imposed or collected by any governmental entity worldwide under or pursuant to the MSA (excluding any other taxes that BRYTER is required to pay in its country of incorporation).

“Team” means a group of people employed by Customer who perform interdependent tasks to work towards accomplishing a common mission or specific objective.

“Tenant” means an isolated share of the BRYTER Automation Platform. It offers user access and authorization management, data storage and configuration.

“Test Author” means a specific and personalized login and password ascribed to an Authorized User who may only use the BRYTER Automation Platform for the purposes of testing and for training/workshop formats, not for publishing Live Modules and Live Applications.

“Ticketing System” means Customer sending a Support Request in English via e-mail to: support@bryter.io.

“Trial Period” means the trial period defined in an Order during which Customer may test the Software.

“Usage Data” means anonymized information collected by BRYTER in relation to Customer’s and End Users’ use of the Software (including analytics, data and insights).

Version 3.1 (October 2023)

“9×5” means that Support and Maintenance Services are available during Business Hours.

“Account” means each Authorized User’s personal login to the Software.

“Additional Features” means any feature to the BRYTER Automation Platform that BRYTER has agreed to provide to Customer in accordance with the terms of an Order or which Customer has decided to purchase and which is not necessarily included in the BRYTER Automation Platform (without an Order) and which are listed here.

“Admin” means (i) in relation to the BRYTER Automation Platform an Authorized User with access to the admin console as set out in the BRYTER Automation Platform Documentation and/or (ii) in relation to the BRYTER Intake and Matter Management an Authorized User with access to the Matter Management console.

“Affiliate” of any Party means any other legally independent entity that directly, or indirectly through one or more intermediaries, is in control of, controlled by, or is under common control with the Party.

“Agreement” means this MSA, the data protection addendum and any Order referencing the MSA.

“API” means application programming interface. Its technical restrictions can be found here.

“Application” means a set of one or several Module(s), case databases, data views and further software functionalities (as applicable) that can be combined to create a solution for one specific use case or larger purpose and is built by Authorized Users on the BRYTER Automation Platform except when Building Services  are expressly set out in a separate SOW.

“Author” means a specific and personalized login and password ascribed to an Authorized User who may use the BRYTER Automation Platform to build and publish Live Applications and Live Modules.

“Authorized User” means a person at Customer or its Affiliates to whom Customer grants access authorization to use the Software. Admins are always Authorized Users and in relation to the BRYTER Automation Platform Authorized Users are also referred to as Authors.

“Basic Features” means any component of the BRYTER Automation Platform including but not limited to different types of input, value and action nodes excluding any Additional Features.

“BRYTER Automation Platform” means the solution hosted by BRYTER or BRYTER’s subcontractors and made available as a software as a service, including Additional Features where these have been purchased by Customer, and including any developments to such product resulting from the provision of Professional Services. BRYTER reserves the right to add new Additional Features without a respective Order. Such Additional Features will not become part of the Software unless expressly specified in Customer’s respective Order. For the avoidance of doubt, the Software is fully functional without Additional Features.

“BRYTER Automation Platform Documentation” means guidelines, instructions and recommended actions for the BRYTER Automation Platform available here.

“BRYTER Connect” means services that allow for the connection to the BRYTER Automation Platform from other systems though APIs and the possibility for Customer to create additional functions in Modules and Applications (“Custom Actions“). The functionalities and limitations of BRYTER Connect are outlined in the BRYTER Connect documentation hub (https://developer.bryter.io/). Customer is solely responsible for any implementations of the Custom Actions running in its Applications.

“BRYTER Data” means any information or data provided by BRYTER to Customer as part of the Software and/or Professional Services, together with any feedback from Customer, and Usage Data.

“BRYTER Intake and Matter Management” means the solution hosted by BRYTER or BRYTER’s subcontractors and made available as a software as a service to manage and intake complex legal matters in one place.

“BRYTER Intake and Matter Management Documentation” means guidelines, instructions, and recommended actions for the BRYTER Intake and Matter Management.

“BRYTER Products” means the BRYTER Automation Platform and BRYTER Intake and Matter Management.

“BRYTER Sandbox” means that Customer may build Test Applications on the BRYTER Automation Platform. Customer is not allowed to publish Applications and/or Modules to the live environment.

“Building Services” means services using the Software to create solutions tailored to Customer’s needs.

“Business Days” means Monday to Friday excepting bank holidays in the location where the contracting BRYTER entity is incorporated (and a “Business Hour” means any hour on such days in such time zones between 9am and 5pm).

“Case Database” means a configurable data storage as part of an Application with the primary purpose to collect and store case records in order to reuse and inter-connect them for further purposes.

“Components” means collectively, the automation features and workflow features of the Software.

“Confidential Information” means non-public information that either Party may obtain from the other or have access to by virtue of this MSA, including, but not limited to, each Party’s data and each Party’s proprietary software and computer operations, all code, inventions, algorithms, business concepts, workflow, marketing, financial, business and technical information, the terms and pricing under this MSA, and all information either clearly identified as confidential or that is of a nature that a reasonable person would understand to be confidential.

“Critical Errors” means Errors that cause total failure of a combination of significant features of the Software that are completely unavailable and no workaround exists. It does not include development issues or problems in staging environments.

“Customer Data” means any data provided by Customer (including text, audio, video and images) which BRYTER processes in connection with the provision of access to the Software and/or performance of Professional Services under a SOW.

“Customer Success” means additional help through a customer success manager. Customer success activities performed by BRYTER are tailored to each Customer and may include the following: (i) onboarding planning; (ii) regular check-ins; (iii) goals and metrics tracking; (iv) service coordination and oversight; (v) adoption and success plan design; for the avoidance of doubt, this does not include instructor-led workshops, training sessions or Building Services if not specified otherwise in the Order Form or a separate SOW.

“Customer Support” means the services set out in Appendix 2.

“Deliverables” means all Building Services, goods, records, reports, documents, papers and other materials (in documentary, electronic or other form) produced or to be produced by or on behalf of BRYTER for Customer as part of the Professional Services pursuant to the execution of a SOW.

“Document Template” means a file that serves as a starting point to create a Document Type and that can be uploaded within a “Create Document” node within the Software.

“Document Type” means a specific type of document for a specific use case (i.e., NDA, Employment Contract).

“Downtime” means the total number of minutes during a calendar month for a given Component of the Software during which that Component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given Component if all continuous attempts by BRYTER’s monitoring system to write to that Component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.

“Effective Date” means the date on which Customer signs its first Order.

“End User” means each person who is authorized by Customer to use a Module or an Application or the BRYTER Intake and Matter Management without being an Authorized User, including Internal Users and External Users.

“Emergency Maintenance” means the repair, maintenance, upgrade, update, support, testing or implementation to or of any system which is not Scheduled Maintenance.

“Error” means a problem which results from the Software materially failing to perform as set forth in the Documentations as applicable.

“Excluded Downtime” means any minutes of Downtime in any given month of the Subscription Term resulting in whole or in part from any of the following:

·       BRYTER or Customer performing Scheduled Maintenance;

·       Termination of the MSA;

·       Suspension due to overdue payments;

·       Factors outside of BRYTER’s reasonable control, including any Force Majeure Event or internet access or related problems;

·       Any actions or inactions of Customer or any third party on behalf of Customer;

·       Customer’s use of the Software in a manner inconsistent with the Documentations or BRYTER’s guidance;

·       Attributable to acts by persons gaining unauthorized access to or use of the Software due to Customer’s failure to maintain and control security and access to the Software; and

·       Attributable to the acts or omissions of Customer or its employees, agents, contractors, or vendors, or anyone gaining access to the Software and/or the Support services by means of Customer’s credentials or equipment.

“External User” means an End User who does not form part of Customer’s workforce.

“Fees” means the consideration payable by Customer to BRYTER for the use of the Software and/or the Professional Services, as defined in the applicable Order and/or SOW.

“Force Majeure Event” means circumstances beyond a Party’s reasonable control including but not limited to: any strike, lock-out or other industrial dispute; the failure or interruption of a utility service or transport or telecommunications network (including the internet); any act of God, war, riot, civil commotion, malicious damage; compliance with any law or governmental order, rule, regulation or direction; any accident, breakdown of plant or machinery; any fire, flood, storm or other adverse weather condition.

“Guided Building” means educative help offered to Customer in building their Applications with the intention of enabling Customer to autonomously design and build Applications. For the avoidance of doubt Customer remains responsible for the completion, functionality and maintenance of the Application and BRYTER does not owe specific Deliverables nor completion of such Application.

“Initial Term” means the first term, commencing on the applicable Order Date, during which BRYTER shall grant access to the Software as defined in an Order.

“Instruction” means instruction issued by Controller to Processor, directing the same to perform a specific action with regard to Personal Data (including, but not limited to, depersonalizing, blocking, deletion, making available).

“Intellectual Property” means any patents, patent rights, design rights, copyrights, database rights, trade secrets, know-how, trademarks, trade names, service marks and other intellectual property embodied therein and all applications and rights to apply for registration or protection rights pertaining thereto, in existence on the Effective Date or created in the future. Rights regarding Intellectual Property shall be referred to as “Intellectual Property Rights”.

“Internal User” means an End User that is employed by Customer.

“Live Application” means an Application in which at least one Module has been published to the live staging environment by an Authorized User using the publishing feature of the BRYTER Automation Platform. Any other Application shall be a “Test Application”.

“Live Module” means a Module which has been published to the live staging environment by an Authorized User using the publishing feature of the BRYTER Automation Platform. Live Modules are part of a Live Application. Any other Module shall be a “Test Module”.

“Maintenance Work” means the development and adaption of the Software by BRYTER in order to improve the Software and/or introduce new functions or eliminate Errors, which may lead to unavailability.

“Major Error” means Errors that restrict the use of the Software and for which troubleshooting is urgently needed. This includes a partial loss of the Software with severe impact on the business and where no workaround exists.

“Matter” means a single subject of consideration, legal case and/or problem that is entered into the BRYTER Intake and Matter Management.

“Matter Management” means the single functionality within the BRYTER Intake and Matter Management to organize and keep track of various Matters used by the legal team as set out in the Order hereto.

“Module” means a single workflow or process built on the BRYTER Automation Platform which consists of an undefined number of nodes that form a single, independent and executable unit always beginning with a start node and ending with a result node.

“Order” means an order form signed by both Parties that references this MSA.

“Order Date” means the start date of the Subscription Term of each respective Order as indicated therein.

“Persistent Breach” means a failure to meet (i) the availability service level set out in section 1 of Appendix 2 more than three times in any period of 3 consecutive months, or (ii) the Support obligations in Appendix 2 more than 3 times in any period of three months.

“Personal Data” has the meaning according to Article 4 no. 1 of the General Data Protection Regulation (GDPR).

“Processing” has the meaning according to Article 4 no. 2 of the General Data Protection Regulation (GDPR).

“Professional Secrets” means data that is subject to professional secrecy obligations (“Berufsgeheimnis”) under Section 203 of the German Criminal Code.

“Professional Services” means the customization, Application development (Building Services), implementation and/or training services as defined in a SOW.

“Renewal Term” means a period of 12 months beginning on the expiry of the Initial Term or the immediately preceding Renewal Term, as applicable.

“Response Time”means the time from the receipt of an incident or Support Request notification to the provision of an initial response by BRYTER.

“Restricted Release” has the meaning given to it in section 5.

“Scheduled Maintenance” means any repair, maintenance or update to the Software which disrupts the use of the Software. Maintenance will be performed according to the following schedule:

·       For EU Cloud Hosting between 10PM (CET) and 5AM (CET) on Wednesdays.

·       For US Cloud Hosting between 1AM (EST) and 4AM (EST) on Thursdays.

“Scope” means, in relation to the Software, the limitations on usage set out in an Order (which may be by reference to numbers of Accounts, Applications, Live Modules, Internal Users, External Users and/or Sessions).

“Service Availability” means service uptime of the Software at a standard operating time of 24×7 on 365 or 366 days per year excluding any Excluded Downtime.

“Session” means the user interaction with a Live Application, beginning with an End User triggering the start node of a Live Module.

“SLA” means the service level agreement attached to this MSA as part of the Support and Maintenance Services set out in Appendix 2.

“Software” means all services offered by BRYTER as described in Section 1 but excluding Professional Services and Support and Maintenance Services.

“SOW” means a statement of work, detailing the Professional Services to be provided by BRYTER and paid for by Customer.

“Sub-processor” means any person appointed by or on behalf of Processor to process Personal Data on behalf of the Controller in connection with the MSA.

“Subscription Term” means the duration of an Order for Software, including the Initial Term and any Renewal Term, but excluding the Trial Period.

“Support and Maintenance Services” the services specified in Appendix 2.

“Support Request” means a question or request from Customer in the Ticketing System that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted, a workaround exists that minimizes impact on Customer’s operations, or Customer wishes to register a request for a new or enhanced feature. A request is processed as Support Request provided that it concerns the functionality of the Software.

“Taxes” means any and all applicable sales, value added or withholding tax, or other assessments imposed or collected by any governmental entity worldwide under or pursuant to the MSA (excluding any other taxes that BRYTER is required to pay in its country of incorporation).

“Team” means a group of people employed by Customer who perform interdependent tasks to work towards accomplishing a common mission or specific objective.

“Tenant” means an isolated share of the BRYTER Automation Platform. It offers user access and authorization management, data storage and configuration.

“Test Author” means a specific and personalized login and password ascribed to an Authorized User who may only use the BRYTER Automation Platform for the purposes of testing and for training/workshop formats, not for publishing Live Modules and Live Applications.

“Ticketing System” means Customer sending a Support Request in English via e-mail to: support@bryter.io.

“Trial Period” means the trial period defined in an Order during which Customer may test the Software.

“Usage Data” means anonymized information collected by BRYTER in relation to Customer’s and End Users’ use of the Software (including analytics, data and insights).

Version 3.0 (June 2023)

“9×5” means that Support and Maintenance Services are available during Business Hours.

“Account” means any Admin Account, Author Account and Author Test Account.

“Additional Features” means any feature to the Software that BRYTER has agreed to provide to Customer in accordance with the terms of an Order or which Customer has decided to purchase within the Software and which is not necessarily included in the Software (without an Order).

“Admin Account” means an Author Account with access to the admin console as set out in the Documentation.

“Affiliate” of any Party means any other legally independent entity that directly, or indirectly through one or more intermediaries, is in control of, controlled by, or is under common control with the Party.

“Agreement” means this MSA, the data protection addendum and any Order referencing the MSA.

“Application” means a set of one or several  Module(s), case databases, data views and further software functionalities (as applicable) that can be combined to create a solution for one specific use case or larger purpose and is built by Authorized Users except when building services by BRYTER are expressly set out in a separate SOW.

“Author Account” means a specific and personalized login and password ascribed to an Authorized User who may use the Software to build Modules, and publish Live Modules and Live Applications.

“Author Test Account” a specific and personalized login and password ascribed to an Authorized User who may only use the Software for the purposes of testing and for training/workshop formats, not for publishing Live Modules and Live Applications.

“Authorized User” means a person at Customer or its Affiliates to whom Customer grants access authorization to use the Software, including both Author Accounts and Author Test Accounts.

“BRYTER Data” means any information or data provided by BRYTER to Customer as part of the Software and/or Professional Services, together with any feedback from Customer, and Usage Data.

“Building Services” means services using the BRYTER Software to create solutions tailored to Customer’s needs.

“Business Days” means Monday to Friday excepting bank holidays in the location where the contracting BRYTER entity is incorporated (and a “Business Hour” means any hour on such days in such time zones between 9am and 5pm).

“Case Database” means a configurable data storage as part of an Application with the primary purpose to collect and store case records in order to reuse and inter-connect them for further purposes.

“Components” means collectively, the automation features and workflow features of the Software.

“Confidential Information” means non-public information that either Party may obtain from the other or have access to by virtue of this MSA, including, but not limited to, each Party’s data and each Party’s proprietary software and computer operations, all code, inventions, algorithms, business concepts, workflow, marketing, financial, business and technical information, the terms and pricing under this MSA, and all information either clearly identified as confidential or that is of a nature that a reasonable person would understand to be confidential.

“Critical Errors” means Errors that cause total failure of a combination of significant features of the Software that are completely unavailable and no workaround exists. It does not include development issues or problems in staging environments.

“Customer Data” means any data of Customer (including text, audio, video and images) which BRYTER processes in connection with the provision of access to the Software and performance of Professional Services under a SOW.

“Customer Success Support” means Customer Support with additional support through a customer success manager. Customer success activities performed by BRYTER are tailored to each Customer and may include the following: (i) onboarding; (ii) bi-weekly check-ins; (iii) goals and metrics tracking; (iv) service coordination and oversight; (v) adoption plan design; and (vi) instructor-led workshops and training sessions.

“Customer Support” means the services as specified in Appendix 2.

“Deliverables” means all Building Services, goods, records, reports, documents, papers and other materials (in documentary, electronic or other form) produced or to be produced by or on behalf of BRYTER for Customer as part of the Professional Services pursuant to the execution of a SOW.

“Document Template” means a file that serves as a starting point to create a Document Type and that can be uploaded within a “Create Document” node within the Software.

“Document Type” means a specific type of document for a specific use case (i.e., NDA, Employment Contract).

“Documentation” means guidelines, instructions and recommended actions for the Software available here.

“Downtime” means the total number of minutes during a calendar month for a given Component of the Software during which that Component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given Component if all continuous attempts by BRYTER’s monitoring system to write to that Component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.

“Effective Date” means the date on which Customer signs its first Order.

“End User” means each person who is authorized by Customer to use an Application, including Internal Users and External Users.

“Emergency Maintenance” means the repair, maintenance, upgrade, update, support, testing or implementation to or of any system which is not Scheduled Maintenance.

“Error” means a problem which results from the Software materially failing to perform as set forth in the Documentation.

“Excluded Downtime” means any minutes of Downtime in any given month of the Subscription Term resulting in whole or in part from any of the following:

·       BRYTER or Customer performing Scheduled Maintenance;

·       Termination of the MSA;

·       Suspension due to overdue payments;

·       Factors outside of BRYTER’s reasonable control, including any Force Majeure Event or internet access or related problems;

·       Any actions or inactions of Customer or any third party on behalf of Customer;

·       Customer’s use of the Software in a manner inconsistent with the Documentation or BRYTER’s guidance;

·       Attributable to acts by persons gaining unauthorized access to or use of the Software due to Customer’s failure to maintain and control security and access to the Software; and

·       Attributable to the acts or omissions of Customer or its employees, agents, contractors, or vendors, or anyone gaining access to the Software and/or the Support services by means of Customer’s credentials or equipment.

“External User” means an End User who does not form part of Customer’s workforce.

“Fees” means the consideration payable by Customer to BRYTER for the use of the Software and/or the Professional Services, as defined in the applicable Order and/or SOW.

“Force Majeure Event” means circumstances beyond a Party’s reasonable control including but not limited to: any strike, lock-out or other industrial dispute; the failure or interruption of a utility service or transport or telecommunications network (including the internet); any act of God, war, riot, civil commotion, malicious damage; compliance with any law or governmental order, rule, regulation or direction; any accident, breakdown of plant or machinery; any fire, flood, storm or other adverse weather condition.

“Initial Term” means the first term, commencing on the applicable Order Date, during which BRYTER shall grant access to the Software as defined in an Order.

“Intellectual Property” means any patents, patent rights, design rights, copyrights, database rights, trade secrets, know-how, trademarks, trade names, service marks and other intellectual property embodied therein and all applications and rights to apply for registration or protection rights pertaining thereto, in existence on the Effective Date or created in the future. Rights regarding Intellectual Property shall be referred to as “Intellectual Property Rights”.

“Internal User” means an End User that is employed by Customer.

“Live Application” means an Application in which at least one Module has been published to the live staging environment by an Authorized User using the publishing feature of the Software. Any other Application shall be a “Test Application”.

“Live Module” means a Module which has been published to the live staging environment by an Authorized User using the publishing feature of the Software. Live Modules are part of a Live Application. Any other Module shall be a “Test Module”.  

“Maintenance Work” means the development and adaption of the Software by BRYTER in order to improve the Software and/or introduce new functions or eliminate Errors, which may lead to unavailability.

“Major Error” means Errors that restrict the use of the Software and for which troubleshooting is urgently needed. This includes a partial loss of the Software with severe impact on the business and where no workaround exists.

“Module” means a single workflow or process built on BRYTER which consists of an undefined number of nodes that form a single, independent and executable unit always beginning with a start node and ending with a result node. 

“Order” means an order form signed by both Parties that references this MSA.

“Order Date” means the start date of the Subscription Term of each respective Order as indicated therein.

“Persistent Breach” means a failure to meet (i) the availability service level set out in section 1 of Appendix 2 more than three times in any period of 3 consecutive months, or (ii) the Support obligations in Appendix 2 more than 3 times in any period of three months.

“Professional Services” means the customization, Application development (Building Support), implementation and/or training services as defined in a SOW.

“Renewal Term” means a period of 12 months beginning on the expiry of the Initial Term or the immediately preceding Renewal Term, as applicable.

“Response Time”means the time from the receipt of an incident or Support Request notification to the provision of an initial response by BRYTER.

“Scheduled Maintenance” means any repair, maintenance or update to the Software which disrupts the use of the Software. Maintenance will be performed according to the following schedule:

·       For EU Cloud Hosting between 10PM (CET) and 5AM (CET) on Wednesdays.

·       For US Cloud Hosting between 1AM (EST) and 4AM (EST) on Thursdays.

“Scope” means, in relation to the Software, the limitations on usage set out in an Order (which may be by reference to numbers of Accounts, Applications, Live Modules, Internal Users, External Users and/or Sessions).

“Service Availability” means service uptime of the Software at a standard operating time of 24×7 on 365 or 366 days per year excluding any Excluded Downtime.

“Session” means the user interaction with a Live Application, beginning with an End User triggering the start node of a Live Module.

“SLA” means the service level agreement attached to this MSA as part of the Support and Maintenance Services set out in Appendix 2.

“Software” means the solution hosted by BRYTER or BRYTER’s subcontractors and made available as a software as a service, including Additional Features where these have been purchased by Customer, and including any developments to such Software resulting from the provision of Professional Services. BRYTER reserves the right to add new Additional Features without a respective Order. Such Additional Features will not become part of the Software unless expressly specified in Customer’s respective Order. For the avoidance of doubt, the Software is fully functional without Additional Features.

“SOW” means a statement of work, detailing the Professional Services to be provided by BRYTER and paid for by Customer.

“Subscription Term” means the duration of an Order for Software, including the Initial Term and any Renewal Term, but excluding the Trial Period.

“Support and Maintenance Services” the services specified in Appendix 2.

“Support Request” means a question or request from Customer in the Ticketing System that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted, a workaround exists that minimizes impact on Customer’s operations, or Customer wishes to register a request for a new or enhanced feature. A request is processed as Support Request provided that it concerns the functionality of the Software.

“Taxes” means any and all applicable sales, value added or withholding tax, or other assessments imposed or collected by any governmental entity worldwide under or pursuant to the MSA (excluding any other taxes that BRYTER is required to pay in its country of incorporation).

“Team” means a group of people employed by Customer who perform interdependent tasks to work towards accomplishing a common mission or specific objective.

“Tenant” means an isolated share of the BRYTER platform. It  offers user access and authorization management, data storage and configuration.

“Ticketing System” means Customer sending a Support Request in English via e-mail to: support@bryter.io.

“Trial Period” means the trial period defined in an Order during which Customer may test the Software.

“Usage Data” means anonymized information collected by BRYTER in relation to Customer’s and End Users’ use of the Software (including analytics, data and insights).

Version 2.3 (March 2023)

“9×5” means that Support and Maintenance Services are available during Business Hours.

“Account” means any Admin Account, Author Account and Author Test Account.

“Additional Features” means any feature to the Software that BRYTER has agreed to provide to Customer in accordance with the terms of an Order or which Customer has decided to purchase within the Software and which is not necessarily included in the Software (without an Order).

“Admin Account” means an Author Account with access to the admin console as set out in the Documentation.

“Affiliate” of any Party means any other legally independent entity that directly, or indirectly through one or more intermediaries, is in control of, controlled by, or is under common control with the Party.

“Agreement” means this MSA, the data protection addendum and any Order referencing the MSA.

“Application” means a set of one or several  Module(s), case databases, data views and further software functionalities (as applicable) that can be combined to create a solution for one specific use case or larger purpose and is built by Authorized Users except when building services by BRYTER are expressly set out in a separate SOW.

“Author Account” means a specific and personalized login and password ascribed to an Authorized User who may use the Software to build Modules, and publish Live Modules and Live Applications.

“Author Test Account” a specific and personalized login and password ascribed to an Authorized User who may only use the Software for the purposes of testing and for training/workshop formats, not for publishing Live Modules and Live Applications.

“Authorized User” means a person at Customer or its Affiliates to whom Customer grants access authorization to use the Software, including both Author Accounts and Author Test Accounts.

“BRYTER Data” means any information or data provided by BRYTER to Customer as part of the Software and/or Professional Services, together with any feedback from Customer, and Usage Data.

“Building Services” means services using the BRYTER Software to create solutions tailored to Customer’s needs.

“Business Days” means Monday to Friday excepting bank holidays in the location where the contracting BRYTER entity is incorporated (and a “Business Hour” means any hour on such days in such time zones between 9am and 5pm).

“Case Database” means a configurable data storage as part of an Application with the primary purpose to collect and store case records in order to reuse and inter-connect them for further purposes.

“Components” means collectively, the automation features and workflow features of the Software.

“Confidential Information” means non-public information that either Party may obtain from the other or have access to by virtue of this MSA, including, but not limited to, each Party’s data and each Party’s proprietary software and computer operations, all code, inventions, algorithms, business concepts, workflow, marketing, financial, business and technical information, the terms and pricing under this MSA, and all information either clearly identified as confidential or that is of a nature that a reasonable person would understand to be confidential.

“Critical Errors” means Errors that cause total failure of a combination of significant features of the Software that are completely unavailable and no workaround exists. It does not include development issues or problems in staging environments.

“Customer Data” means any data of Customer (including text, audio, video and images) which BRYTER processes in connection with the provision of access to the Software and performance of Professional Services under a SOW.

“Customer Success Support” means Customer Support with additional support through a customer success manager. Customer success activities performed by BRYTER are tailored to each Customer and may include the following: (i) onboarding; (ii) bi-weekly check-ins; (iii) goals and metrics tracking; (iv) service coordination and oversight; (v) adoption plan design; and (vi) instructor-led workshops and training sessions.

“Customer Support” means the services as specified in Appendix 2.

“Deliverables” means all Building Services, goods, records, reports, documents, papers and other materials (in documentary, electronic or other form) produced or to be produced by or on behalf of BRYTER for Customer as part of the Professional Services pursuant to the execution of a SOW.

“Document Template” means a file that serves as a starting point to create a Document Type and that can be uploaded within a “Create Document” node within the Software.

“Document Type” means a specific type of document for a specific use case (i.e., NDA, Employment Contract).

“Documentation” means guidelines, instructions and recommended actions for the Software available here.

“Downtime” means the total number of minutes during a calendar month for a given Component of the Software during which that Component is unavailable, excluding any Excluded Downtime. A minute is considered to be unavailable for a given Component if all continuous attempts by BRYTER’s monitoring system to write to that Component within that minute fail. Partial minutes of unavailability will not be counted as Downtime.

“Effective Date” means the date on which Customer signs its first Order.

“End User” means each person who is authorized by Customer to use an Application, including Internal Users and External Users.

“Emergency Maintenance” means the repair, maintenance, upgrade, update, support, testing or implementation to or of any system which is not Scheduled Maintenance.

“Error” means a problem which results from the Software materially failing to perform as set forth in the Documentation.

“Excluded Downtime” means any minutes of Downtime in any given month of the Subscription Term resulting in whole or in part from any of the following:

·       BRYTER or Customer performing Scheduled Maintenance;

·       Termination of the MSA;

·       Suspension due to overdue payments;

·       Factors outside of BRYTER’s reasonable control, including any Force Majeure Event or internet access or related problems;

·       Any actions or inactions of Customer or any third party on behalf of Customer;

·       Customer’s use of the Software in a manner inconsistent with the Documentation or BRYTER’s guidance;

·       Attributable to acts by persons gaining unauthorized access to or use of the Software due to Customer’s failure to maintain and control security and access to the Software; and

·       Attributable to the acts or omissions of Customer or its employees, agents, contractors, or vendors, or anyone gaining access to the Software and/or the Support services by means of Customer’s credentials or equipment.

“External User” means an End User who does not form part of Customer’s workforce.

“Fees” means the consideration payable by Customer to BRYTER for the use of the Software and/or the Professional Services, as defined in the applicable Order and/or SOW.

“Force Majeure Event” means circumstances beyond a Party’s reasonable control including but not limited to: any strike, lock-out or other industrial dispute; the failure or interruption of a utility service or transport or telecommunications network (including the internet); any act of God, war, riot, civil commotion, malicious damage; compliance with any law or governmental order, rule, regulation or direction; any accident, breakdown of plant or machinery; any fire, flood, storm or other adverse weather condition.

“Initial Term” means the first term, commencing on the applicable Order Date, during which BRYTER shall grant access to the Software as defined in an Order.

“Intellectual Property” means any patents, patent rights, design rights, copyrights, database rights, trade secrets, know-how, trademarks, trade names, service marks and other intellectual property embodied therein and all applications and rights to apply for registration or protection rights pertaining thereto, in existence on the Effective Date or created in the future. Rights regarding Intellectual Property shall be referred to as “Intellectual Property Rights”.

“Internal User” means an End User that is employed by Customer.

“Live Application” means an Application in which at least one Module has been published to the live staging environment by an Authorized User using the publishing feature of the Software. Any other Application shall be a “Test Application”.

“Live Module” means a Module which has been published to the live staging environment by an Authorized User using the publishing feature of the Software. Live Modules are part of a Live Application. Any other Module shall be a “Test Module”.

“Maintenance Work” means the development and adaption of the Software by BRYTER in order to improve the Software and/or introduce new functions or eliminate Errors, which may lead to unavailability.

“Major Error” means Errors that restrict the use of the Software and for which troubleshooting is urgently needed. This includes a partial loss of the Software with severe impact on the business and where no workaround exists.

“Module” means a single workflow or process built on BRYTER which consists of an undefined number of nodes that form a single, independent and executable unit always beginning with a start node and ending with a result node.

“Order” means an order form signed by both Parties that references this MSA.

“Order Date” means the start date of the Subscription Term of each respective Order as indicated therein.

“Persistent Breach” means a failure to meet (i) the availability service level set out in section 1 of Appendix 2 more than three times in any period of 3 consecutive months, or (ii) the Support obligations in Appendix 2 more than 3 times in any period of three months.

“Professional Services” means the customization, Application development (Building Support), implementation and/or training services as defined in a SOW.

“Renewal Term” means a period of 12 months beginning on the expiry of the Initial Term or the immediately preceding Renewal Term, as applicable.

“Response Time”means the time from the receipt of an incident or Support Request notification to the provision of an initial response by BRYTER.

“Scheduled Maintenance” means any repair, maintenance or update to the Software which disrupts the use of the Software. Maintenance will be performed according to the following schedule:

·       For EU Cloud Hosting between 10PM (CET) and 5AM (CET) on Wednesdays.

·       For US Cloud Hosting between 1AM (EST) and 4AM (EST) on Thursdays.

“Scope” means, in relation to the Software, the limitations on usage set out in an Order (which may be by reference to numbers of Accounts, Applications, Live Modules, Internal Users, External Users and/or Sessions).

“Service Availability” means service uptime of the Software at a standard operating time of 24×7 on 365 or 366 days per year excluding any Excluded Downtime.

“Session” means the user interaction with a Live Application, beginning with an End User triggering the start node of a Live Module.

“SLA” means the service level agreement attached to this MSA as part of the Support and Maintenance Services set out in Appendix 2.

“Software” means the solution hosted by BRYTER or BRYTER’s subcontractors and made available as a software as a service, including Additional Features where these have been purchased by Customer, and including any developments to such Software resulting from the provision of Professional Services. BRYTER reserves the right to add new Additional Features without a respective Order. Such Additional Features will not become part of the Software unless expressly specified in Customer’s respective Order. For the avoidance of doubt, the Software is fully functional without Additional Features.

“SOW” means a statement of work, detailing the Professional Services to be provided by BRYTER and paid for by Customer.

“Subscription Term” means the duration of an Order for Software, including the Initial Term and any Renewal Term, but excluding the Trial Period.

“Support and Maintenance Services” the services specified in Appendix 2.

“Support Request” means a question or request from Customer in the Ticketing System that are designated as less critical, for example because Customer’s operations in the Software are minimally impacted, a workaround exists that minimizes impact on Customer’s operations, or Customer wishes to register a request for a new or enhanced feature. A request is processed as Support Request provided that it concerns the functionality of the Software.

“Taxes” means any and all applicable sales, value added or withholding tax, or other assessments imposed or collected by any governmental entity worldwide under or pursuant to the MSA (excluding any other taxes that BRYTER is required to pay in its country of incorporation).

“Team” means a group of people employed by Customer who perform interdependent tasks to work towards accomplishing a common mission or specific objective.

“Tenant” means an isolated share of the BRYTER platform. It  offers user access and authorization management, data storage and configuration.

“Ticketing System” means Customer sending a Support Request in English via e-mail to: support@bryter.io.

“Trial Period” means the trial period defined in an Order during which Customer may test the Software.

“Usage Data” means anonymized information collected by BRYTER in relation to Customer’s and End Users’ use of the Software (including analytics, data and insights).

Version 2.2 (February 2023)