End User Licence Agreement

1. Definitions

For the purposes of this Agreement:

“Confidential Information” means non-public information that either Party may obtain from the other or have access to by virtue of this Agreement, 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 Agreement, and all information either clearly identified as confidential or that is of a nature that a reasonable person would understand to be confidential.

“Documentation” means any technical literature or instructions, and other written materials ordinarily provided by BRYTER.

“Effective Date” means the date on which Customer signs its first Order or any subsequent Order. If signed on separate days, Effective Date means the date of the last signature.

“BRYTER Extract” means as a service solution hosted by BRYTER or its subcontractors which automates contract review and offers data extraction functionality with the help of large language models.

“Fees” means the consideration payable by Customer to BRYTER for the use of the Software, as defined in the applicable Order.

“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”.

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

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

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

“Scope” means, in relation to the Software, the limitations on usage set out in an Order.

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

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

“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).

2. Scope of this Agreement

This Agreement governs the use of BRYTER’s cloud-based solutions as specified in the respective Order (the “Software”).

3. Right of Use

3.1. Subject to this Agreement and the applicable Order, BRYTER hereby grants Customer a limited, non-exclusive, non-transferable, limited license to use the Software during the Subscription Term strictly in accordance with the terms of this Agreement and the applicable Order.

3.2. Where the terms of an Order reference a Trial Period, BRYTER hereby grants to Customer a nonexclusive, nontransferable, revocable license to use the Software during the Trial Period strictly in accordance with the terms with the terms of this Agreement and the applicable Order.

4. Restrictions on Use

4.1. Customer may only use the Software subject to the Scope as defined in the applicable Order. If at any time during a Trial Period or the Subscription Term, Customer exceeds the Scope, BRYTER shall invoice Customer at BRYTER’s then standard rates (unless such pro rata pricing is set out in an Order in which case such pricing in the Order shall apply), based on that increased usage beyond the Scope and Customer shall pay in accordance with this Agreement.

4.2. Customer may not (and will not allow any third party) to

4.2.1. sell, license, distribute, assign, provide, permit use of or otherwise transfer in whole or in part the Software to another party

4.2.2. perform or attempt to perform any actions that would interfere with the proper functioning of the Software, including but not limited to the circumvention of or interference with any security or other technological feature of the Software

4.2.3. remove or modify any Software markings or any notice of BRYTER’s proprietary rights; or 

4.2.4. use the Software for any unlawful purposes, including menace or harass any person or cause damage or injury to any person or property, involve the publication of any material that is false, defamatory, harassing or obscene; violate privacy rights or promote hatred or harm; infringe Intellectual Property rights, or violate applicable laws.

4.3. If BRYTER receives information that Customer is in violation of any of the foregoing, BRYTER will notify Customer, and Customer will promptly take appropriate action to resolve such violation. If Customer does not take required action in accordance with the above, Customer shall indemnify and hold harmless BRYTER against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from the Customer’s use of the Software.

4.4. Except to the extent expressly permitted under this Agreement or applicable law, Customer may not decompile, disassemble, reverse engineer, or otherwise attempt to derive source code from the Software, in whole or in part. For the avoidance of doubt, security testing and scanning of the Software requires written permission by BRYTER. 

5. Payments

5.1. Customer shall pay to BRYTER the Fees stipulated in the applicable Order in the currency set out therein. Unless stated otherwise in the Order, BRYTER will invoice Customer the Fees relating to the Software annually in advance. All amounts and Fees stated or referred to in this Agreement, any Order and SOW are exclusive of all taxes which Customer shall pay in addition.  

5.2. In the case of multiple year Subscription Terms or Renewal Terms in accordance with Section 11.2, on each anniversary of the Effective Date of the Order, BRYTER may levy an adjustment to the Fees for the coming year (“Adjustment”). The Adjustment shall be limited to the annual rise of the Consumer Price Index in the country where the BRYTER entity entering into this Agreement is based, according to the German Federal Statistical Office (Statistisches Bundesamt) or any other successor thereto in case of (i) multiple year Subscription Terms the annual rise preceding the respective anniversary of the Effective Date of the Order and (ii) in case of Renewal Terms the annual rise preceding the notice period (Section 11.2) of the Initial Term or of the respective Renewal Term.

5.3. If Customer’s internal processes require a purchase order or purchase order number to be submitted with an invoice, Customer shall provide to BRYTER such purchase order and/or purchase order number with the signed Order. Payment of invoices shall not be delayed or withheld by Customer due to Customer’s internal ordering processes or formalities, including the requirement and/or failure to provide a purchase order number.

5.4. Customer shall pay undisputed invoices by bank transfer within thirty (30) days upon receipt of an invoice. Any Fees not paid when due shall accrue interest at a rate of 6 per cent per annum from the due date until payment is made, whether before or after judgement. BRYTER can deny access to the Software temporarily until overdue payments have been received (without prejudice to any other rights it may have), provided it has given Customer 15 days’ written notice of its intention to do so.

5.5. Customer may not withhold payment for any non-disputed element of Fees. Customer must raise such dispute within thirty (30) days upon receipt of the respective invoice, failing which such invoice shall be deemed to be undisputed, and no amounts may be withheld.

6. Software Warranty and Disclaimer

6.1. BRYTER represents and warrants to Customer that during the Subscription Term the Software will be provided with reasonable skill and care and in compliance with applicable laws. BRYTER does not warrant that the Software will be uninterrupted or error free.

6.2. BRYTER will, at its discretion, use reasonable endeavors to correct any error promptly, or will provide Customer with alternative means of carrying out the task which it was carrying out using the Software.

6.3. The Software may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by BRYTER or by third-party providers, or because of other causes beyond BRYTER’s reasonable control.

6.4. BRYTER will not be liable under any warranty or any other provision of this Agreement or Order to the extent that any loss or damage is caused by Customer not having complied with the Agreement, the Documentation or Order.

6.5. To the fullest extent allowable by applicable law, the Software, relevant documentation and all related components and information are provided on an “as is” and “as available” basis without any warranties (express or implied), conditions, representations or undertakings, made by BRYTER including without limitation any implied warranties of satisfactory quality, fitness for a particular purpose or non-infringement, all of which are hereby expressly disclaimed.

7. Confidentiality

7.1. Customer agrees: (i) to take reasonable strict precautions to protect Confidential Information, and (ii) not to use (except for its own internal business purposes) or divulge to any third person any such Confidential Information. Customer may disclose Confidential Information in response to a valid order of a court or other governmental body or as otherwise required by law to be disclosed; provided that, Customer gives BRYTER sufficient notice to enable BRYTER to take protective measures, and/or in any event only discloses the exact Confidential Information, or portion thereof, specifically requested.

7.2. Subject to Customer’s prior written consent, BRYTER may use Customer’s name and logo to refer to Customer as customer or as a reference for marketing purposes.

8. AI Terms

These AI Terms apply to Customer’s access and use of any feature(s) or functionality within the Software that are enabled by data models trained by machine learning or enabled by other artificial intelligence functionalities, including integrations to third-party systems (“AI Service”).

8.1. Responsibility for and Ownership of Input and Output

8.1.1. Customer is solely responsible for the content, data, and information Customer provides to the AI Service (“Input“). Customer retains all ownership of the Input.

8.1.2. The output generated by the AI Service based on your Input (“Output“, the Input and Output shall collectively be referred herein as “Content“) is also Customer’s responsibility and owned by the Costumer provided that no third-party gains ownership.

8.1.3. BRYTER does not guaranty accuracy of any Output generated by the AI Service. Customer is aware and acknowledges that Output may be factually wrong, unoriginal, and not unique. Given the probabilistic nature of machine learning, and AI, use of our AI Service may in some situations result in incorrect Output. The Customer shall evaluate the accuracy of any Output and shall not rely on BRYTER to do so. By using the Output, Customer assumes all responsibility for the Output.

8.1.4. Customer will ensure that the use of the Content will not (i) violate any applicable law; (ii) violate these BRYTER AI Terms and the Agreement; or (iii) infringe, violate, or misappropriate any of BRYTER’s rights or the rights of any third party. Furthermore, Customer will obtain consent or another suitable legal justification from any data subject whose personal data (Article 4 no. 1 of the General Data Protection Regulation) Customer provides to the AI Service.

8.2. Customer Input Will Not be Used for AI Training

BRYTER does not use Customer Content to train the machine learning models. Customer’s use of the AI Service does not grant BRYTER any right or license to the Customer Content to train machine learning models.

8.3. Usage Restrictions

Without derogating from Usage Restrictions included in the Agreement, Customer hereby represents and warrants that it will not, nor will it authorize anyone on its behalf to: 

8.3.1 mislead any person that the Output generated is human generated;

8.3.2 use the AI Service to generate content that expresses or promotes hate, harassment, or violence, exploits or harms children, encourages self-harm, presents illegal, sexual, political, harmful, false, deceiving or misleading information, misuses Personal Data, contains malware, unsolicited bulk content, ransomware, viruses, or other malicious software;

8.3.3 use the AI Service for activities which have high risk of economic harm, for adult content, adult industries, and dating apps; 

8.3.4 offer tailored financial advice without a qualified person reviewing the information; 

8.3.5 provide health advice, political campaigning or lobbying;

8.3.6 use the AI Service in a way that infringes, misappropriates or violates any third-party rights, including privacy rights and confidentiality;

8.3.7 reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of the AI Service (except to the extent such restrictions are contrary to applicable law);

8.3.8 use the AI Service to develop foundation models or other large scale AI models that compete with the AI Service, OpenAI, Azure OpenAI or any other third-party involved in the provision of the AI Service; and

8.3.9 use any method to extract data from the AI Service, including web scraping, web harvesting, or web data extraction methods, other than as permitted through the API.

9. Intellectual Property Ownership

Customer acknowledges and agrees that BRYTER owns all Intellectual Property Rights in the Software, and the Documentation (the “BRYTER IP”). Except as expressly stated herein, this Agreement does not grant Customer any Intellectual Property Rights or any other rights or licenses in respect of the BRYTER IP.

10. Limitation of Liability

10.1. BRYTER shall be liable under the terms of this Agreement, any Order strictly in accordance with the provisions set out in this Section: 

a) BRYTER shall be liable for damages that occurred due to the provision of the Software which BRYTER provides free of charge solely in accordance with the statutory provisions. 

b) Notwithstanding the foregoing, BRYTER shall be fully liable for damages in connection with the provisions of the Software under this Agreement in the event of intent (Vorsatz) and gross negligence (grobe Fahrlässigkeit) as well as for damages caused by injury to life, body, or health.

c) In the event of slight negligence (einfache Fahrlässigkeit), BRYTER shall be liable only for breaches of a material contractual obligation. A material contractual obligation in the meaning of this provision is an obligation which makes the implementation of this Agreement possible in the first place and upon which the contractual partner may therefore generally rely. 

d) BRYTER’s liability according to section c) for any lack of commercial results, indirect damages and loss of profits is excluded and BRYTER’s liability shall be limited to typical and foreseeable damages at the time of conclusion of each applicable Order. The Parties agree that the typical foreseeable damage per event shall be limited to the amount set out in the applicable Order.

e) Limitations of liability shall also apply to employees, subcontractors and agents of BRYTER. 

10.2. The potential liability of BRYTER for any guarantees or claims based on the German product liability act (Produkthaftungsgesetz) remains unaffected. 

10.3. Further liability of BRYTER shall be excluded. 

11. Term and Termination

11.1. This Agreement takes effect on the Effective Date and will remain in effect until all applicable Orders have expired or been terminated.

11.2. Each Order shall commence on the Order Date. Subject to earlier termination in accordance with section 11.3, the Order will continue for the Initial Term and then for successive Renewal Terms unless terminated by either Party in written notice with a notice period of at least 90 days to the end of the Initial Term or the respective Renewal Term. In the event an Order sets out a Trial Period, the Trial Period shall automatically roll over into the Initial Term unless Customer notifies BRYTER that it wishes to terminate the Order in accordance with the terms of that Order.

11.3. An Order may be terminated by a Party immediately upon notice to the other Party if the other Party (i) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or creditor assignment or analogous event in any applicable jurisdiction, or (ii) breaches any of its obligations under this Agreement and/or the respective Order in any material respect, which breach is not remedied within thirty (30) days following written notice to the breaching Party. 

11.4. Upon termination of this Agreement and any Order, Customer shall cease using the Software immediately. Following termination by Customer in accordance with section 11.3, BRYTER shall refund to Customer any fees paid by the Customer in advance in respect of the period following the date of termination. If the Order is terminated by BRYTER in accordance with section 11.3, Customerwill promptly pay any unpaid amounts including those covering the remainder of the Subscription Term. In no event will termination relieve Customer of its obligation to pay any fees payable to BRYTER for the period prior to the effective date of termination. 

11.5. Each Party’s statutory rights of termination for good cause shall remain unaffected. 

12. General

12.1. Data Protection. The Parties acknowledge that all provisions related to applicable data protection laws are set out in a separate data protection agreement which is an addendum to this Agreement.

12.2. Invalid provisions. If any provision (or part of a provision) of this Agreement is found by any court or body of competent jurisdiction to be invalid, unenforceable, or illegal, the other provisions shall remain in force.  If any invalid, unenforceable or illegal provision would be valid, enforceable, or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the Parties.

12.3. Governing Law and Jurisdiction. This Agreement and any disputes or claims arising out of or in connection with it, its subject matter or formation (including non-contractual disputes or claims) will for all purposes be solely and exclusively governed, construed, and enforced in accordance with the laws of Germany.  Both parties submit to the exclusive jurisdiction of the courts of Hamburg, Germany.

12.4. Third Party Rights. A person who is not a party to the Agreement has no rights to enforce, or to enjoy the benefit of, any term of this Agreement (except as otherwise stated herein). 

12.5. Assignment. Subject to Section 354a German Commercial Code, neither BRYTER nor Customer may assign or otherwise transfer this Agreement or any of its rights or obligations under it to any third party without prior written consent from the other party. Any attempted assignment, or other transfer in violation of this provision shall be void. Nothing in this section shall restrict a party from assigning its rights under this Agreement to any undertaking which acquires its business, provided that such acquiring entity is not a competitor of the non-assigning Party and the assigning Party is not in breach of this Agreement.

12.6. Force Majeure. Neither Party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from a Force Majeure Event. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non‑performance continues for the period of fourteen (14) days, the Party not affected may terminate the Agreement by giving seven (7) days’ written notice to the affected Party.

12.7. Notices. All notices given under this Agreement must be in writing and sent by pre-paid letter post or by email to the postal or email address for legal notice set out in the Order or to such other postal or email address as may from time to time be notified in accordance with this section. Any notice sent to BRYTER must be copied to legal@bryter.io.

12.8. Variations. Save as otherwise expressly stated in this Agreement, the terms of this Agreement may only be modified or varied in writing executed by duly authorized representatives of both parties. 

12.9. Survival. Sections 4 (Restrictions on Use), 7 (Confidentiality), 9 (IP Ownership), 10 (Limitation of Liability), 11.4 (Effect of Termination), and 12 (General) of this Agreement shall survive termination.