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 12.2, 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 US Bureau of Statistics or any other successor thereto in case of (i) multiple year Subscription Terms the annual rise preceding the respective anniversary of the Effective Date and (ii) in case of Renewal Terms the annual rise preceding the notice period (Section 12.2) 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. Save as set out in this Agreement, no representations, conditions, warranties or other terms of any kind (express or implied) are given by either Party, and all statutory warranties and conditions are excluded to the fullest extent possible.

6.6. SAVE AS EXPRESSLY PROVIDED IN THIS AGREEMENT, 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, OR ARISING BY COURSE OF DEALING OR PERFORMANCE, OR BY CUSTOM OR USAGE IN THE TRADE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED.

6.7. THIS SECTION 6 DOES NOT APPLY TO SERVICES FREE OF CHARGE.

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. Intellectual Property Indemnity.

10.1. BRYTER shall defend Customer, or at BRYTER’s option, settle any claim or action brought against Customer by a third party alleging that Customer’s access and use of the Software or BRYTER IP in compliance with this Agreement infringes a third party’s intellectual property rights and will indemnify Customer for any damages finally awarded against Customer by a court or body of competent jurisdiction, or for amounts paid by Customer under a court-approved settlement or a settlement of such a claim. The indemnification obligations above are subject to Customer (i) providing BRYTER with prompt written notice of such claim, (ii) granting BRYTER sole control of the defence and settlement of such claim; (iii) not entering into any settlement or compromise of any such claim without BRYTER’s prior written consent; and (iv) providing BRYTER with all reasonable information and assistance for such claim at BRYTER’s expense.

10.2. If BRYTER determines that the Software is or are likely to infringe a third party’s intellectual property rights, BRYTER will have the option, at BRYTER’s sole discretion and expense, to either: (i) replace such Software; (ii) modify such Software to make it non-infringing; (iii) procure the right for Customer to continue using such Software; (iv) or terminate the applicable Order and provide a pro-rata refund of Fees paid by Customer relating to the remainder of the Subscription Term during which Customer shall not have use of the Software.

10.3. Notwithstanding the foregoing, BRYTER will have no indemnity or remedy obligation for claims of infringement resulting or alleged to result from: (i) any modification of the Software by Customer or a third party on Customer’s behalf; or (ii) Customer’s failure, within a reasonable time frame, to implement any replacement or modification of the Software provided by BRYTER.

10.4. Provided BRYTER complies with its obligations under this section 10, this section sets out Customer’s sole and exclusive remedy and BRYTER’s sole liability, in respect of such third party infringement claim, save that Customer may exercise its right to terminate the Agreement and Order in accordance with the terms thereof.

11. Limitation of Liability

11.1. IN NO EVENT SHALL BRYTER BE LIABLE TO CUSTOMER FOR ANY LOSS OF USE, LOSS OF REVENUE OR PROFIT, LOSS OF DATA, DIMINUTION IN VALUE, OR FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES OF CUSTOMER OR ANY OTHER PARTY, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT BRYTER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE

11.2 IN ADDITION, IN NO EVENT SHALL BRYTER’S AGGREGATE LIABILITY OR DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ORDER(S), WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNT OF FEES ACTUALLY PAID TO BRYTER PURSUANT TO THE APPLICABLE ORDER WITHIN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES.

11.3 To the fullest extent permissible under applicable law, any claim against BRYTER, its Affiliates, or any of their respective officers, directors, shareholders, employees, representatives, agents, successors or assigns must be brought within twelve (12) months following the occurrence of the event giving rise to the claim.

11.4 In the event that BRYTER provides any Software free of charge, to the fullest extent allowable by applicable law such items are provided on an “as is” and “as available” basis without any warranties (express or implied), all of which are hereby expressly disclaimed.

12. Term and Termination

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

12.2. Each Order shall commence on the Order Date. Subject to earlier termination in accordance with section 12.4, 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.

12.3. 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. 

12.4. Upon termination of this Agreement and any Order, Customer shall cease using the Software immediately. Following termination by Customer in accordance with section 12.3, 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 12.3, Customer will 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. 

12.5. BRYTER and Customer intend that such liquidated damages paid according to 12.4 constitute compensation and not a penalty and acknowledge and agree that the harm to BRYTER caused by Customer’s early termination would be impossible to estimate accurately as of the Effective Date, and that the liquidated damages are a reasonable estimate of the anticipated or actual harm that might arise from such early termination by Customer.

13. General

13.1. 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.

13.2. 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.

13.3. Governing Law and Jurisdiction. Any controversy or claim arising out of or in relating to this contract, or the breach thereof (including non-contractual disputes or claims), shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitrator(s) shall be experienced in the field of software companies. The place of arbitration shall be New York, NY. The arbitration shall be governed by the laws of the State of New York excluding the conflict of laws principles of the State of New York or any other jurisdiction. The provisions of the United Nations Convention on the International Sales of Goods (CISG) shall not apply. Each party will, upon written request of the other party, promptly provide the other with copies of all relevant documents. There shall be no other discovery allowed. The arbitration will be based on the submission of documents and there shall be no in-person or oral hearing. All notices hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, or (ii) two business days after sending by email. Emails to BRYTER shall be directed to the Head of Legal at (legal@bryter.io), and e-mails to Customer shall be addressed to the administrative contact designated in the Order. Notices relating to a party’s indemnity obligations must be sent by registered mail and email.

13.4. 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). 

13.5. Assignment. 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.

13.6. 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.

13.7. 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.

13.8. 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. 

13.9. Survival. Sections 4 (Restrictions on Use), 7 (Confidentiality), 9 (IP Ownership), 11 (Limitation of Liability), 12.4 (Effect of Termination), and 13 (General) of this Agreement shall survive termination.