BELT SUBSCRIPTION TERMS FOR NON-ENTERPRISE CUSTOMERS

1. Definitions and interpretation.

"Affiliate" Any entity that directly or indirectly Controls, is Controlled by, or is under common Control with the relevant subject entity.

"Confidential Information" Subject to Section 11.2, the following information (in each case whether or not marked as 'confidential', on whatever media stored, and whether in oral, written, or electronic form): (i) the terms of this Agreement (including, for clarity, the DPA); (ii) information regarding either party's Intellectual Property Rights, technology, assets, products, development plans, strategies, methods, operations, processes, staff, revenue, financial data, marketing strategies, and current and future business plans; (iii) the contents of (and attachments to) emails sent, drafted, scheduled, and received by Users from the email account(s) in respect of which the Software is actively used pursuant hereto; and (iv) information whose disclosure would, or would be likely to, prejudice the commercial interests of the Disclosing Party.

"Control" The beneficial ownership of more than 50% of the relevant subject entity's issued share capital or voting interests, or the legal power to direct or cause the direction of the management of such subject entity.

"Controller", "Data Protection Legislation", "Personal Data", "Personal Data Breach", and "Processor" As defined respectively in the DPA.

"Dependencies" The dependencies and minimum requirements that You must ensure You fulfil in order to access and use the Software, as stated on Our Website or as otherwise notified by Us to You from time to time.

"Derived Data" In each case except to the extent that it comprises Personal Data or Your Confidential Information: (i) any and all works created or devised by the Software or arising in relation to or as a result of any output of the Software (including without limitation any Productivity Information); and (ii) any data which is derived from Your Data, including any data processed and stored as mathematical constructs, as well as any statistical or aggregated and anonymized data.

"DPA" The data processing addendum available at www.belt.ai/data-protection and which constitutes part of this Agreement.

"Fees" The fees identified as the 'Fees' in the relevant Order Confirmation (as amended from time to time in accordance with the provisions hereof) payable by You to Us in consideration of Your use of and access to the Software.

"Initial Term" A period of twelve (12) consecutive commencing on the Commencement Date.

"Intellectual Property Rights" Any and all patents, utility models, rights to inventions, copyright and neighboring and related rights, moral rights, trademarks, service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software or source code, database rights, rights to use, and protect the confidentiality of, Confidential Information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

"Losses" Any and all losses, liabilities, costs (including costs of investigation, litigation, settlement, and judgment), claims, damages, demands, disbursements, expenses (including legal costs on a solicitor and own-client basis), fees, interest, and penalties (including fines imposed by regulatory bodies or supervisory authorities), whether arising in contract, tort (including negligence), breach of statutory duty, misrepresentation, or otherwise.

"Maximum User Limit" The limitation on the number of Users set forth in the relevant Order Confirmation.

"Open-Source Software" Any software subject to a version of the General Public License, together with any other 'open source' software falling within the Open Source Definition issued by the Open Source Initiative (www.opensource.org/docs/osd) and any 'free software' as defined by the Free Software Foundation (www.gnu.org/philosophy/free-sw.html).

"Order Confirmation" An e-mail which is sent by Us to You after You have placed an order, confirming: (i) that Your purchase of a subscription to access and use the Software has been accepted by Us; (ii) and the Fees payable by You for the services; and (iii) the applicable Term.

"Output" Any recommendation or any other information generated by the Software and made available to You, and/or any data or rights created, generated, or devised as a result of any such information or recommendation or as a result of any implementation or integration of the Software in Your environment or systems.

"Payment Method" A current and valid method of payment that We accept from to time (as stated on Our Website and as updated from time to time by Us), and which may include payment via a third-party payment processor such as Stripe.

"Productivity Information" Any and all data, information, reports, analytics, and analysis derived wholly or partially from Your Data.

"Renewal Term" Either: (i) where Your subscription to the Software is on an annual basis, a period of twelve (12) consecutive months commencing immediately upon the expiration of (as applicable) the Initial Term or the Renewal Term that immediately preceded it; or (ii) where Your subscription to the Software is on a monthly basis, a further Subscription Month commencing immediately upon the expiration of (as applicable) the Initial Term or the Renewal Term that immediately preceded it.

"Software" Our proprietary software product known at the date hereof as 'Belt' and which is made available to You (whether via the cloud, as a desktop or mobile application, and/or as a plug-in or extension to third-party software) subject to and in accordance with the terms of this Agreement.

"Term" The Initial Term and each Renewal Term.

"User" A member of Your organization's direct employees or internal staff duly authorized by You to use and access the Software subject to and in accordance with this Agreement.

"Virtual Assistant" Our AI-based support chatbot, which is based on pre-programmed responses and algorithms, and which You may use to seek assistance in using the services.

"Website" Our website located at www.belt.ai, as updated from time to time.

"Your Data" Any and all: (i) content included in emails (except attachments thereto) scanned, analyzed, or processed by the Software pursuant to this Agreement and which are sent, received, scheduled, or drafted by You (or, as applicable, the Users), and any and all related tasks and scheduled meetings; (ii) work patterns of You and/or Users and typical patterns and behaviors in relation thereto as may be discernable, predictable, or deducible from such emails, tasks, and meetings; and (iii) other commercial or proprietary data uploaded or otherwise submitted to the Software or the Virtual Assistant directly by You, Your staff or Users, or by Us on Your behalf, including any data submitted into (or used in connection with) the Software or the Virtual Assistant indirectly via any third-party application that You may use in accordance with this Agreement.

1.2 Unless the context requires otherwise, words in the singular will include the plural and vice versa, and words importing individuals will be deemed also to include reference to incorporated and unincorporated associations and vice versa.

1.3 Headings are included for ease of reference only and will not affect the construction of this Agreement.

1.4 Any reference to an "Exhibit" is to an exhibit appended hereto, and all references to this Agreement will be deemed to include the Exhibits. A reference to a "Section" is a reference to a (sub)clause of these terms and conditions.

1.5 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, consolidation, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.6 Words preceding "include", "includes", or "including" will be construed without limitation by the words following them.

1.7 Any reference to either party hereto will include such party's successors and assigns (immediate or otherwise).

1.8 In the event of any conflict or inconsistency between the provisions of this Agreement and those of a particular Order Form, the provisions of such Order Form will prevail.

2. Your access to and use of the Software.

2.1 Subject always to Your full compliance with the terms of this Agreement and in consideration of the Fees, We grant to You (subject to the limitations stipulated in Section 2.2): (i) to the extent You will use the any part of the Software via the cloud, a nonexclusive, nontransferable, non-sublicensable, and revocable right to use and access (or, if You are an organization, for the Users) the Software as a service; and (ii) to the extent that any part of the Software will, be installed on one or more devices in Your possession, custody, or control, a nonexclusive, nontransferable, non-sublicensable, and revocable license to download, install, load, execute, and (solely for the purposes of loading, execution, storage, or display of the Software) copy such Software in object-code form only (or, if You are an organization, to enable the Users to do so).

2.2 The rights and/or licenses granted under Section 2.1 will be effective and valid solely and strictly: (i) during the Term; and (ii) for internal business purposes only (and not, for clarity, for any domestic or personal use).

2.3 You will ensure compliance with the Maximum User Limit and any other usage restrictions, limitations, and conditions stipulated in this Agreement and agree that We may at Our discretion monitor such compliance from time to time. You may remove one individual as a User and replace them with another individual in accordance with the terms of this Agreement but User accounts may not be shared or used by more than one individual at the same time for the purposes of accessing and/or using the Software. You will keep full, comprehensive, and accurate records during the Term and for a period of seven (7) calendar years thereafter to demonstrate Your compliance with this Section 2.3 and You will provide such records to Us promptly upon Our request. You will notify Us in writing as soon as You become aware of any unauthorized use of the Software by any person. Without prejudice to any other right or remedy available to Us, in the event that You are in breach of this Section 2.3, then: (i) to the fullest extent permitted by applicable law, any and all warranties given in this Agreement will cease to apply to any Software or services provided to You under or pursuant to this Agreement for the period during which You are in breach of this Section 2.3; and (ii) You will be liable to pay for the number of Users above the Maximum User Limit for the relevant period during which such breach occurred in accordance with Our then-current standard pricing.

2.4 If You are an organization, You will: (i) be liable for all acts, defaults, and omissions of the Users as though they were Your own; (ii) only provide Users with access to the Software via the access method provided by Us, and will not provide access to (or permit access by) anyone other than a duly authorized User; and (iii) procure that each User is aware of, and complies with, the obligations and restrictions imposed on You under this Agreement as though they applied directly to such User (all necessary changes having been made).

2.5 To access and use the Software, You (or, where You are an organization, the Users) must ensure that any minimum user requirements or conditions stated within the Dependencies are fulfilled. Such access and use will, without limitation, additionally require You to have a Microsoft 365 account, and You remain solely and fully responsible for the security of such account and its log-in credentials. We will not be liable for any Losses arising out of a failure by You to maintain the security of any Microsoft 365 account credentials.

2.6 You will be fully responsible for Users' compliance with this Agreement. Installation of the Software, if applicable, will take place remotely.

2.7 Where You are provided with access to the Software or its functionality via an application programming interface (API) or a plugin, You acknowledge and understand that You are solely and fully responsible for ensuring that the API is compatible with Your existing network and systems. You are solely responsible for ensuring that Your systems and environment conform with the Dependencies.

2.8 We may, in providing the Software or any other services under or pursuant to this Agreement, share with You and any Users certain Productivity Information. You (and any such Users) will be solely responsible for any and all decisions made with regard to what You (and such Users) choose to do or not to do in response to such Productivity Information. Subject to Section 10.1, We will have no liability to You in respect of any action or omission on Your part (or on the part of such Users) in respect of any Productivity Information provided to You or any such Users.

2.9 Notwithstanding Section 2.10, You may increase the number of Users (provided this falls within the scope of Your chosen subscription plan) by logging into Your account on Our Website and completing the checkout process. We will charge You via the Payment Method for the additional Users, pro-rated for the remainder of the then-current Initial Term or Renewal Term (as applicable). Upon the renewal of this Agreement in accordance with Section 5, Your subscription for the incoming Renewal Term will be increased to include the additional Users, and the Fees increased accordingly.

2.10 If You wish to change the basis of Your subscription plan (for example, by switching from the 'Personal' plan to a 'Team' plan or vice-versa or by becoming an 'Enterprise' customer), You may terminate this Agreement in accordance with Section 5 and purchase a new subscription. Such new subscription will create a new agreement between You and Us and You will not be refunded for any Fees paid by You to Us in respect of any period of non-use by You of the Software as provided to You hereunder prior to the termination of this Agreement.

3. Support.

3.1 If You encounter any issues with the services during the Term, You may consult the resources contained within Our help center available at www.docs.belt.ai. If You are unable to find the solution to Your query in Our help center, You may access and use the Virtual Assistant to assist You with Your issue or query. We may monitor Your use of the Virtual Assistant in accordance with, and for the purposes stated in, Section 12.2.

3.2 Where You elect to seek support using the Virtual Assistant, You acknowledge and understand that You are interacting with technologies powered by or based on artificial intelligence that are designed to provide You with information as a response to the information You have provided to it. You are only permitted to access and use the Virtual Assistant in order to receive support or assistance in relation to Your (or a User's) use of the Software.

3.3 You may access the Virtual Assistant at www.docs.belt.ai. You will use (and will ensure that all Users use) the Virtual Assistant responsibly and carefully consider the limitations of its abilities when relying on it for any purpose. The Virtual Assistant may not be able to (and We provide no guarantee, representation or warranty that it will be able to) comprehend fully the questions You post to it or find a solution which is relevant to Your query.

3.4 You are entirely liable and responsible for the accuracy and quality of the information that You (and the Users) input into the Virtual Assistant and You will (and will ensure that Your Users will) fully comply with the provisions of Section 7 of the Agreement when using the Virtual Assistant as though such provisions applied to Your or any User's use of the Virtual Assistant (as though all references in Section 7 to the Software applied to the Virtual Assistant, and all other necessary changes having been made). You are solely responsible for any content or inputs entered by You or the Users into the Virtual Assistant, including for ensuring that this does not violate any applicable law or this Agreement.

3.5 You acknowledge and understand that the Virtual Assistant's functionalities may evolve over time in response to the support queries We have received from Our customers over time. Given the probabilistic nature of artificial intelligence, We provide no warranty, guarantee or representation that the information You are provided via the Virtual Assistant will be accurate, reliable, or fit for Your particular purpose. You acknowledge and accept that, given the nature of machine learning and the technology powering the Virtual Assistant, any outputs or information generated by the Virtual Assistant may not be unique and that the Virtual Assistant may generate identical or similar output for third parties. Any responses are provided to You as generated by the Virtual Assistant and You understand that there is no human involvement in the generation of responses to Your support queries to check accuracy, quality, or fitness for Your consumption. Any and all information generated by the Virtual Assistant is intended for general guidance only and You will not (and will ensure that the Users will not) rely on any such information as a substitute for professional advice.

3.6 You will not (and will ensure that no User will): (i) represent anything generated by the Virtual Assistant has having been approved or vetted by Us or as constituting an original work or a wholly human-generated work; (ii) use the Virtual Assistant for any automated decision-making that has legal or similarly significant effects on individuals; (iii) enter into the Virtual Assistant any Personal Data relating to anyone under the age of 18 (or, if higher, the applicable age of digital consent); or (iv) use the Virtual Assistant to develop any competing chatbot.

3.7 We provide no warranty, representation, or guarantee that the Virtual Assistant will always be available at any particular time and You acknowledge, understand, and accept that Your or any User's excessive use of the Virtual Assistant may cause it to become temporarily unavailable. To the fullest extent permissible by applicable law, the Virtual Assistant will be made available to You on an 'as-is' basis.

3.8 If, after having attempted to utilize Our help center and the Virtual Assistant, You are unable to locate the information that You require in order to assist Your use of the services or in order to resolve Your query or issue, You may navigate to www.support.belt.ai and raise a support ticket, and We will use commercially reasonable efforts to acknowledge Your query detailed In such support ticket by way of written response within a reasonable time. You acknowledge and understand that Our ability to resolve Your query will be dependent on a multitude of factors including without limitation: (i) the complexity of the relevant issue; (ii) Our ability to recreate such issue based on Your description of it and Your reporting of the issue promptly; (iii) the availability of Our personnel; and (iv) the classification We apply to Your query in Our sole and absolute discretion. Any support that We provide in response to any query that You submit to Us pursuant to this Section 3.8 will be limited only to the Software functionality. To the extent that We do provide any suggestions around the type of prompts You may enter when using the Virtual Assistant, such suggestions are of a non-advisory nature and are without prejudice to Section 3.4.

4. Fees and payment.

4.1 You will pay to Us the Fees (and any other charges agreed between You and Us) set out in the Order Confirmation in accordance with this Section 4, without set-off in respect of any liability on Our part.

4.2 The Software will be provided or made available to You on either an annual or monthly subscription basis, as stated in such Order Confirmation. If Your subscription is: (i) on a monthly basis, We will charge the Payment Method for the Fees in advance of each month of Your subscription ("Subscription Month"); or (ii) on an annual basis, We will charge the Payment Method for the Fees in advance of each twelve-month (12-month) period of Your subscription ("Subscription Year").

4.3 If We have not received payment in respect of a particular Subscription Month or Subscription Year by the commencement of such Subscription Month or Subscription Year in full and cleared funds, then (without prejudice to any other rights and remedies available to Us), We may without liability: (i) charge interest to You (at the rate of either 1.5% per month or the maximum rate permitted under applicable law, whichever is greater) on the overdue sum from the due date until payment of the overdue sum (and such interest will accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment, and You will pay the interest together with the overdue amount); and/or (ii) suspend all or part of Our performance of Our obligations under this Agreement until such payment has been received by Us in full and cleared funds, or, where Your access to the Software is via the cloud, disable Your (and any and all Users' access to all or part of the Software until such payment is received by Us in full and cleared funds). In the event of any such suspension or disablement of access pursuant to this Section 4.3, We will retain Your Data for a period of thirty (30) calendar days following such suspension or disablement. If We have not received from You the relevant Fees before the expiration of such thirty-day (30-day) period in full and cleared funds or if We are unable to charge such Fees to You via the Payment Method before such expiration, We may, without prejudice to Our other rights and remedies, terminate this Agreement immediately by way of written notice to You (such notice having immediate effect), whereupon We will be under no obligation to retain any copies of Your Data.

4.4 The Fees and any other charges payable by You to Us under or in connection with this Agreement are payable in the currency detailed in the Order Confirmation and (except as expressly stated herein) are: (i) non-cancellable and non-refundable; and (ii) exclusive of any applicable value-added tax (VAT), sales tax, good or services tax, use tax, or any equivalent tax, which will be added to Our invoices at the appropriate rate(s).

4.5 You will make all payments under each Order Confirmation without withholding or deduction of, or in respect of, any and all taxes, unless required by law. If any such withholding or deduction is required, You will, when making the payment to which the withholding or deduction relates, pay to Us such additional amount as will ensure that We receive the same total amount that We would have received if no such withholding or deduction had been required.

4.6 You will make payment of any and all Fees via a Payment Method that You authorize Us to charge in accordance with this Agreement at the time Your order for the services is placed and at the beginning of each subsequent Order Renewal Term in full and clear funds. We may refuse to perform Our obligations under this Agreement if any payment due under this Agreement is not fully and successfully settled due to card expiration, insufficient funds, or otherwise. You acknowledge and accept that, in respect of certain Payment Methods, the issuer may charge fees (such as foreign transaction fees or other fees relating to the processing of the relevant Payment Method) which will be due and payable by You, and that You may have to accept the terms and conditions of the issuer of the Payment Method or of the relevant third-party payment processor used to effect the relevant payment.

4.7 We will be entitled to increase the Fees payable by You in respect of each Renewal Term, provided that We notify You in writing of such increase at least forty-five (45) calendar days prior to the commencement of such Renewal Term.

4.8 If this Agreement terminates or expires (other than due to termination by You pursuant to and in accordance with Section 5.2), You will not be entitled to any refund or discount of any Fees or other charges paid by You in respect of any period of time during which the Software (or any services provided by Us) is not provided or made available to You.

5. Term and termination.

5.1 This Agreement will commence on the date that You purchase a 'Personal' or 'Team' subscription to access or use the Software via Our Website (the "Commencement Date"), and, unless terminated earlier in accordance with its provisions, will continue in full force and effect for the Initial Term. Immediately upon the expiration of the Initial Term, this Agreement will (subject to earlier termination in accordance with its provisions) automatically renew without notice for a Renewal Term and will continue to be effective throughout such Renewal Term. Prior to the expiration of each then-applicable Renewal Term, We will e-mail You to confirm the Fees applicable to the incoming Renewal Term. If You do not cancel Your subscription prior to the commencement of the applicable Renewal Term, We will charge You for the Fees applicable to the incoming Renewal Term using the details You have provided Us in respect of the Payment Method on or around the commencement of the Renewal Term, and this Agreement will (subject to earlier termination in accordance with its provisions) automatically renew without notice and continue to be effective throughout such further Renewal Term.

5.2 Without affecting any other right or remedy available to it, either party hereto may terminate this Agreement with immediate effect by giving written notice to the other party if: (i) the other party commits a material breach of any other term of this Agreement, which breach is irremediable, or, if such breach is remediable, fails to remedy that breach within a period of twenty-eight (28) calendar days after being notified in writing to do so (and, without prejudice to the generality of the foregoing, any breach of Sections 2.2, 2.3, 4, 7, 11.5, or 14.1 will constitute a material breach for the purposes of this Section 5.2); (ii) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts; (iii) the other party takes any step or action for or in connection with its entering administration, provisional liquidation, or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business, or applying to court for or obtaining a moratorium (or, if the step or action is taken in a jurisdiction other than England and Wales, in connection with any analogous procedure in the relevant jurisdiction); or (iv) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

5.3 Subject to Section 4.8, where Your subscription to the Software is provided on a monthly basis, either You or We may terminate this Agreement without cause by way of giving written notice to the other party, provided always that such termination will not take effect before: (i) the expiration of the Initial Term; or (ii) the expiration of the Subscription Month immediately following the then-current Subscription Month during which such notice is given.

5.4 Subject to Section 4.8, where Your subscription to the Software is provided on an annual basis, either You or We may terminate this Agreement without cause by way of giving written notice to the other party, provided always that: (i) such termination will not take effect before the date of expiration of the Initial Term or, as applicable, the then-current Renewal Term (the "Intended Termination Date"); and (ii) such notice is deemed to be received by the non-terminating party, in accordance with Section 13, at least thirty (30) calendar days prior to the Intended Termination Date.

5.5 Without affecting any other right or remedy available to Us, We may terminate this Agreement with immediate effect by giving written notice to You if: (i) You fail to pay any amount due under this Agreement on the due date for payment; (ii) You are in breach of Your obligations under Section 7; (iii) Your financial position deteriorates to such an extent that, in Our reasonable opinion, Your capability of fulfilling Your obligations under this Agreement adequately has been placed in jeopardy; or (iv) You undergo, or are within the next six (6) months to undergo, a change of ownership or Control.

5.6 Immediately upon termination or expiration of this Agreement (howsoever caused): (i) any and all rights, permissions, authorizations, and licenses granted by Us to You under this Agreement (including without limitation those granted under Section 2.1) will cease to have effect and will immediately terminate without notice (and, accordingly, You will cease to access or make any use of the Software); (ii) the license granted by You to Us in Section 6.4 will cease to have effect and will immediately terminate without notice (but, for clarity, the license granted in Section 6.5 will survive and continue to be effective); (iii) We will cease to provide and make available the Software and any and all services that We have agreed to provide under or in connection with this Agreement; (iv) each Disclosing Party will destroy and irretrievably and securely erase and delete any and all materials (including without limitation any electronic copies in such Disclosing Party's possession, custody, or control) containing the Confidential Information of the Receiving Party, unless it requires such Confidential Information in order to perform its obligations or exercise its rights under this Agreement; (v) any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after such termination or expiration will survive and continue in full force and effect; and (vi) You will irretrievably and securely erase (and, if applicable, remove and uninstall) any and all copies of the Software (and any related components and any documentation in relation thereto provided or made available by Us) from all computers, devices, networks, and systems under Your possession, custody, or control, and You will certify promptly thereafter to Us in writing that You have done so.

5.7 Termination or expiration of this Agreement will not affect any rights, remedies, obligations, or liabilities of either party that have accrued up to the date of such termination or expiration, including the right to claim damages in respect of any breach of this Agreement that existed at or before the date of such termination or expiration. Without prejudice to the generality of the foregoing, such termination or expiration will not affect Our right to receive any sums due and payable by You to Us under this Agreement.

6. Proprietary rights.

6.1 You acknowledge and agree that all rights (including without limitation Intellectual Property Rights), title, and interest in and to the Software are owned by and will remain owned by Us (or, as applicable, Our licensors). Except as expressly specified herein, You are granted no right, title, interest, or license under this Agreement, directly or indirectly, in or to any part of the Software.

6.2 You retain all rights, title, and interest in and to Your Data and Confidential Information. You will own all rights, title, and interest in any Output.

6.3 You and the Users may be able to store or transmit Your Data using the Software and the Software may interact with Your own systems and third-party software used by You and the Users.

6.4 You hereby grant to Us solely for the duration of the Term a nonexclusive, worldwide, irrevocable, royalty-free, and fully paid-up license for Us (and each of Our direct and indirect subcontractors) to access, use, analyze, scan, process, copy, and otherwise utilize Your Data to the extent necessary to perform Our obligations and/or exercise Our rights under this Agreement.

6.5 Without prejudice to Our obligations under Section 11, You additionally grant to Us a nonexclusive, worldwide, perpetual, irrevocable, royalty-free, and fully paid-up license for Us (and each of Our direct and indirect subcontractors) to access, use, analyze,

scan, process, copy, and otherwise utilize the Outputs in order to perform Our obligations and/or exercise Our rights under this Agreement or to develop, design make, produce, generate, create, devise, build, conceptualize, effect, and/or implement Improvements and exercise Our rights under (and fully benefit from the provisions of) Section 6.6.

6.6 We will absolutely own any and all rights and title (which will vest automatically in Us) in and to any modifications, adaptations, developments, or any derivative works of or to the Software resulting from Your or any User's use of or access to the Software ("Improvements") and in and to the Derived Data. If, by operation of law or otherwise, the foregoing is not effective, We will have all exclusive rights of use and exploitation in the Improvements and the Derived Data unlimited as to time, territory, and exploitation method and without charge to Us or further compensation to You or any third party.

6.7 We may use and exploit any such feedback and suggestions for improvement relating to the Software that You or any Users provide to Us without charge or limitation. You and We both acknowledge and agree that We may, without charge or limitation, use any Outputs to improve or enhance the Software, subject to Our compliance with Sections 11 and 12.

6.8 We will defend You against any third-party claim that Your use of the Software in accordance with this Agreement infringes any third-party Intellectual Property Right and, subject always to Section 10.3, will indemnify You from and against any damages suffered or incurred by You and which are finally awarded by a court of competent jurisdiction or required to be paid under the terms of a settlement of any such third-party claim, provided that: (i) We are given prompt written notice of such claim by You, which notice will set forth all relevant details and particulars of such claim in reasonably comprehensive detail; (ii) You provide Us (at Our reasonable expense) with reasonable co-operation and assistance in the defense and settlement of such claim; (iii) We are given sole authority to defend or settle such claim; (iv) You and Your staff and representatives make no admission of liability or fault either on Your or Our behalf; (v) You use Your best efforts to mitigate such damages (and any other related Losses); and (vi) in the event We undertake any of the remedial actions described in Section 6.9, You will (and will ensure that all Users will), immediately upon Us taking such action, cease to use any part of the Software that is the subject of the relevant third-party claim.

6.9 In the defense or settlement of any claim pursuant to Section 6.8, We may at Our sole and absolute discretion (and Our own expense) either: (i) procure for You the right to continue using the Software in the manner contemplated by this Agreement; or (ii) replace or modify the Software so that it becomes non-infringing. Alternatively, where the foregoing remedies stipulated in subsections (i) and (ii) of this Section 6.9 are not achievable through Our commercially reasonable efforts, We may in such circumstances terminate this Agreement by providing written notice to You (such notice having immediate effect) and promptly thereafter refund to You a pro-rated portion of any Fees already paid by You to Us corresponding to the unused period of Your subscription.

6.10 Subject to Section 10.1, We will not in any circumstances have any liability (including in respect of the indemnity provided under Section 6.8) if the alleged infringement is based in whole or in part on: (i) any modification of the Software or any services (or any part thereof) by anyone other than Us; (ii) Your or any User's use, access, or installation of the Software otherwise than in accordance with this Agreement or in a manner contrary to the reasonable instructions given to You by Us; (iii) Your or any User's access or use of the Software after notice of the alleged or actual infringement from Us or any third party; (iv) use or combination of the Software with any other software or hardware, in circumstances where, but for such combination, no infringement would have occurred; (v) Your Data; (vi) any breach of this Agreement by You or Your deliberate default, negligence or gross negligence, or willful misconduct; (vii) access or use of the Software by anyone other than You, Us, or a User; (viii) any specific feature or modification to the Software provided by Us at Your request; (ix) any third-party components or elements of the Software constituting Open-Source Software; or (x) Your use of, or anything generated by, the Virtual Assistant.

6.11 Subject to Section 10.1, the provisions of Sections 6.8 to 6.10 inclusive set out Your sole and exclusive remedies (howsoever arising, including in contract, tort, negligence or otherwise) for any claim that Your (or any User's) access and/or use of the Software in accordance with this Agreement infringes any third-party Intellectual Property Rights.

6.12 You will defend Us and hold Us harmless against, and fully indemnify Us (and keep Us fully indemnified) from and against any and all Losses that We incur or suffer in respect of any third-party claim relating to: (i) Your Data (or Our access, use, analysis, scanning, processing, copying, or other utilization thereof pursuant to Section 6.4); or (ii) any breach by You of Sections 2, 6, or 7, or misuse of the Virtual Assistant provided that: (A) You are given prompt notice of such claim; (B) We provide (at Your expense) reasonable co-operation to You in the defense and settlement of such claim; (C) You are given sole authority to defend or settle the claim; (D) We make no admission of liability or fault either on Your or Our behalf; and I such Losses do not directly result from Our willful misconduct or deliberate default.

7. Restrictions.

You will not: (i) attempt to reverse-compile, disassemble, reverse-engineer, translate or convert, or otherwise reduce to human-perceivable form all or any part of the Software (including its object code and source code) except as may be allowed by any applicable law which is incapable of exclusion by agreement between You and Us; (ii) license, sell, resell, transfer, rent, lease, distribute, exploit, or otherwise or otherwise deal in or encumber the Software or make the Software available to anyone other than You or the Users; (iii) use any part of the Software to store or transmit material that is infringing, defamatory, malicious, abusive, menacing, seditious, pornographic, blasphemous, obscene, discriminatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, or otherwise unlawful, illegal, or tortious, or to store or transmit material in violation of third-party privacy rights or Intellectual Property Rights; (iv) use the Software to send spam or otherwise duplicative or unsolicited messages in violation of applicable law; or (v) copy, modify, transmit, distribute, frame, or mirror any Software in any form or media or by any means; (vi) use the Software to store or transmit malicious code, malware, or viruses, or use the Software in any way that is unlawful, illegal, or fraudulent; (vii) interfere with, damage, or disrupt the integrity or performance of the Software or third-party data; (viii) attempt to gain or assist third parties to gain unauthorized access to the Software or Our (or Our Affiliates') systems or networks; (ix) access the Software for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; (x) permit any part of the Software to be integrated with any third-party product without Our express prior written consent (such consent being at Our sole and absolute discretion); (xi) use, copy, modify, adapt, correct errors, or create derivative works from, any part of the Software except as expressly permitted herein; (xii) attempt to circumvent or interfere with any security features of the Software; or (xiii) use the Software to develop, train, or improve any artificial intelligence or machine learning models (other than expressly permitted hereunder).

8. Warranties and disclaimers.

8.1 You and We each both warrant: (i) to have full right, title, and authority to enter into this Agreement and to perform the relevant obligations thereunder; and (ii) to be validly incorporated, organized, and subsisting in accordance with the laws of the relevant place of incorporation.

8.2 Subject to Section 8.3, We warrant that the Software will, during the Term, operate materially in accordance with the description thereof provided on Our Website, provided that You (and the Users) use it fully in accordance with this Agreement and Our reasonable instructions and under normal use and circumstances.

8.3 You acknowledge and accept that the warranty contained in Section 8.2 will not apply if: (i) You do not promptly notify Us of any non-conformance of the Software with the description thereof provided by Us to You from time to time; (ii) You (or any User) fails to access or use the Software in accordance with Our reasonable instructions or fails to meet the minimum specifications communicated by Us to You from time to time; (iii) You (or any User) accesses or uses the Software (or any part thereof) in a manner that breaches this Agreement; (iv) You (or any User) uses the Software (or any part thereof) with other software or services or on equipment with which it is incompatible (unless We had beforehand and in writing recommended or required the use of that other software or service or equipment); (v) the relevant non-conformance is the result of any act by any third party (including without limitation hacking or the introduction of any virus or malicious code); (vi) You do not, or a User does not, implement any update to (or install a new version of) the Software made available by Us to You at no charge to You promptly upon Us making such updates available to You; or (vii) You (or any Users) are not using the latest version of the Software.

8.4 In the event of any breach of the warranty contained in Section 8.2, We will at Our sole and absolute discretion either: (i) use commercially reasonable efforts to repair or replace the defective part(s) of the Software within a reasonable time to enable performance and operation of the Software substantially in accordance with this Agreement; or (ii) irrespective of whether or not We have first attempted to repair or replace such defective part(s) of the Software, terminate this Agreement by way of written notice to You (such notice having immediate effect) and promptly following such termination refund to You a pro-rated portion of the Fees already paid by You to Us corresponding to the period comprising both the duration of the relevant breach of warranty and any unused period of Your subscription to the Software. Notwithstanding anything to the contrary in this Agreement, and to the fullest extent permitted by applicable law, the remedies set forth in this Section 8.4 will be Your sole and exclusive remedies (and Our entire liability) in respect of any breach of the warranty contained in Section 8.2 (however arising, whether in contract, negligence, or otherwise).

8.5 SAVE AS EXPRESSLY STATED IN SECTION 8.2, THE SOFTWARE AND ALL SERVICES MADE AVAILABLE TO YOU HEREUNDER ARE PROVIDED ON AN "AS IS" BASIS, AND (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO SECTION 10), WE MAKE NO WARRANTIES, REPRESENTATIONS, OR GUARANTEES RELATING TO THE SOFTWARE OR SUCH SERVICES, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THOSE OF MERCHANTABILITY, ACCURACY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR THAT ANY PARTICULAR RESULT WILL BE ATTAINED AT ALL OR BY A PARTICULAR DATE. NO ADVICE OR INFORMATION (WHETHER ORAL OR WRITTEN) OBTAINED FROM US (INCUDING WITHOUT LIMITATION ANY PRODUCTIVITY INFORMATION) OR ANY THIRD PARTY WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

8.6 WITHOUT PREJUDICE TO SECTION 8.5, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DO NOT REPRESENT OR WARRANT THAT: (i) YOUR USE OF THE SOFTWARE WILL MEET YOUR REQUIREMENTS; OR THAT (ii) YOUR USE OF OR ACCESS TO THE SOFTWARE DURING THE PREVIEW PERIOD WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE FROM ERROR, DEFECTS, OR BUGS OR THAT ANY ERRORS, DEFECTS, OR BUGS WILL BE CORRECTED.

8.7 YOU ADDITIONALLY ACKNOWLEDGE AND ACCEPT THAT: (i) ANY ANALYSIS AND PRODUCTIVITY INFORMATION PRODUCED BY THE SOFTWARE RELIES ON LEARNING FROM HISTORICAL EMAIL DATA AND PREVIOUSLY TYPICAL PATTERNS AND BEHAVIORS IN RELATION TO THE SENDING OF EMAILS AND DOES NOT REFLECT ALL EMAIL DATA OR ALL RECENT OR EMERGING PATTERNS AND BEHAVIORS; (ii) THE INFORMATION GENERATED BY THE SOFTWARE (INCLUDING WITHOUT LIMITATION ANY PRODUCTIVITY INFORMATION) IS INTENDED SOLELY TO ASSIST YOU AND THE USERS IN MAKING YOUR AND THEIR OWN INFORMED DECISIONS CONCERNING THE IMPORTANCE OF EMAILS AND THE SOFTWARE IS NOT A SUBSTITUTE FOR YOUR (AND YOUR USERS') OWN JUDGMENT IN DETERMINING HOW AND WHETHER AN EMAIL SHOULD BE PRIORITIZED OR DEALT WITH. YOU WILL BE SOLELY AND FULLY RESPONSIBLE FOR ANY USE THAT YOUR OR THE USERS MAKE OF SUCH INFORMATION AND/OR GENERATED BY THE SOFTWARE; AND (iii) THE PERFORMANCE OF THE SOFTWARE ENTIRELY DEPENDS ON THE ACCESSIBILITY AND QUALITY OF THE INFORMATION THAT YOU MAKE AVAILABLE TO US AND/OR VIA THE SOFTWARE (AND, TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, WE DISCLAIM ANY AND ALL LIABILITY TO YOU PERTAINING TO THE ACCURACY OF ANY OUTPUT OF THE SOFTWARE OR YOUR INTERPRETATION OF ANY OUTPUT, OR FOR ANY FAILURE OF THE SOFTWARE TO ACCESS ANY INFORMATION WHICH WAS NOT THUS MADE AVAILABLE).

8.8 To the extent that Your access to the Software is made available by the use of third parties and/or third-party plug-ins or application programming interfaces (APIs), including but not limited to those made available by Microsoft to access (among other products and services) Microsoft Outlook, Microsoft Office products, or Microsoft Teams, We will (to the fullest extent permitted by applicable law) have no liability for the performance of those third-party plug-ins or APIs or their compatibility with the Software.

8.9 To the extent that Your access to the Software is via the cloud, You acknowledge and accept that the availability of the Software to You and the Users may be subject to delays, interruptions, errors, or other problems resulting from use of the Internet or public electronic communications networks used by You, Us, or third parties. You hereby acknowledge and accept that such risks are inherent in cloud services and that We will (subject to Section 10.1) have no liability for any such delays, interruptions, errors, or other problems.

8.10 You acknowledge and accept that nothing under this Agreement will require Us to provide You with: (i) any dedicated data back-up or disaster recovery facilities (and You should at all times maintain backups of Your Data); or (ii) any services, systems, or equipment that You or any Users may require to access the Internet (and You are solely responsible for procuring access to the Internet and for all costs and expenses in connection with Internet access, communications, data transmission, and wireless or mobile charges incurred by You in connection with Your use of or access to the Software). For clarity, unless otherwise agreed with Us beforehand in writing, We will not be obliged to provide You with any assistance extracting or recovering any data whether during or after the term hereof.

9. Prior evaluation of the Software.

To the extent that You have previously used or accessed the Software (or any part thereof) on the basis of beta access or testing or on the basis of a trial, evaluation, preview, pre-release, prototype, or pilot, You hereby acknowledge, understand, and accept that: (i) You are, unless otherwise agreed by Us in writing beforehand, prohibited from benefiting from any further or subsequent such use of the Software on such basis ("Preview Use") and You will not attempt to do so, and will ensure that Your staff do not attempt to do so; (ii) any agreement between You and Us in relation to such Preview Use (an "Evaluation Agreement") is, to the extent it is still effective, hereby terminated with immediate effect (notwithstanding anything to the contrary therein) and is superseded and extinguished by this Agreement; (iii) any data entered by You or Your staff into the Software (and any customizations of the Software made by Us or on Our behalf to the Software during the relevant period of such Preview Use (the "Preview Period") for Your benefit) may be permanently lost unless, prior to the end of such Preview Period, You have purchased a subscription to Software and services at least equivalent to what We had provided to You during the Preview Period; and (iv) You will not be able to transfer Your Data or any customizations made for Your benefit during the Preview Period to any service that would constitute a downgrade from that provided by Us during such Preview Period. To the extent that You have already undertaken or benefited from such Preview Use, You hereby warrant and represent that You have become familiar with the features and functions of the Software provided during the Preview Period and that You are satisfied that such Software meets Your requirements as at the date of this Agreement.

10. LIABILITY. Your attention has been drawn to this Section 10.

10.1 Nothing in this Agreement will limit or exclude Our liability for: (i) death or personal injury caused by Our negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any matter in respect of which it would be unlawful for Us to exclude or restrict liability.

10.2 SUBJECT TO SECTION 10.1, WE WILL NOT HAVE ANY LIABILITY WHATSOEVER (REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN TORT, CONTRACT, OR IN ANY OTHER WAY AND WHETHER OR NOT CAUSED BY NEGLIGENCE OR MISREPRESENTATION) FOR ANY: (i) DIRECT OR INDIRECT LOSS OF (OR DAMAGE TO) PROFIT, SALES, SAVINGS, BUSINESS, OPPORTUNITY, REVENUE, TURNOVER, AGREEMENTS, OR REPUTATION; (ii) DIRECT OR INDIRECT WASTED EXPENDITURE; (iii) DIRECT OR INDIRECT LOSS OF USE OR CORRUPTION OF (OR DAMAGE TO) HARDWARE, SOFTWARE, DATA, OR INFORMATION (SAVE TO THE EXTENT THAT THE FOREGOING DOES NOT CONSTITUTE A PERSONAL DATA BREACH, IN WHICH CASE THE PROVISIONS OF THE DATA PROTECTION ADDENDUM WILL APPLY); (iv) DIRECT OR INDIRECT LOSSES ARISING OUT OF THE LAWFUL TERMINATION HEREOF; (v) ACTIONS OR INACTIONS TAKEN BY US PURSUANT TO AND IN ACCORDANCE WITH YOUR INSTRUCTIONS; OR (vi) INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY LOSSES. WE WILL HAVE NO LIABILITY FOR ANY DELAY OR FAILURE TO PERFORM ANY OF OUR OBLIGATIONS IF SUCH FAILURE OR DELAY IS CAUSED BY ANY EVENT OR SERIES OF EVENTS OUTSIDE OUR REASONABLE CONTROL.

10.3 SUBJECT TO SECTION 10.1, OUR TOTAL LIABILITY TO YOU AND/OR TO ANY OTHER PARTY (INCLUDING BUT NOT LIMITED TO LIABILITY IN CONTRACT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, RESTITUTION, OR OTHERWISE) FOR ANY LOSSES RESULTING FROM ANY CLAIM ARISING OUT OF OR RELATING TO: (i) ANY BREACH BY US OF OUR OBLIGATIONS AND/OR ANY CLAIM FOR INDEMNIFICATION UNDER OR PURSUANT TO THE DPA OR UNDER OR PURSUANT TO SECTIONS 6, 11, OR 12 OF THIS AGREEMENT (OR IN RELATION TO ANY PERSONAL DATA BREACH) WILL NOT IN THE AGGREGATE EXCEED A SUM EQUAL TO 150% OF THE VALUE OF THE TOTAL FEES PAID BY YOU TO US UNDER THIS AGREEMENT DURING THE PERIOD OF TWELVE (12) CONSECUTIVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE FIRST OF ANY AND ALL EVENTS GIVING RISE TO SUCH LIABILITY OCCURRED; OR (ii) ANY OTHER LOSSES WILL NOT IN THE AGGREGATE EXCEED SUM EQUAL TO 100% OF SUCH VALUE (IN EACH CASE EVEN IF YOU HAVE ADVISED US OF THE POSSIBILITY OF SUCH LOSSES AND EVEN IF A REMEDY FAILS ITS ESSENTIAL PURPOSE).

10.4 SUBJECT TO SECTION 10.1, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE LIABLE TO YOU OR ANY USER FOR ANY LOSSES SUFFERED OR INCURRED BY YOU OR ANY USERS AND WHICH ARISE DIRECTLY OR INDIRECTLY OUT OF, UNDER, OR IN CONNECTION WITH: (i) YOUR OR SUCH USER'S ACCESS TO OR USE OF THE VIRTUAL ASSISTANT OR FOR YOUR OR SUCH USER'S INTERPRETATION OF, OR RELIANCE UPON, ANY OF ITS OUTPUTS, RECOMMENDATIONS, SUGGESTIONS, OR ACTIONS; (ii) YOUR OR SUCH USER'S USE OF OR ACCESS TO (OR INABILITY TO USE OR ACCESS) THE VIRTUAL ASSISTANT OR THE INFORMATION THAT YOU OR SUCH USER ENTER(S) INTO THE VIRTUAL ASSISTANT OR FOR ANY RESULTS OR INFORMATION GENERATED BY THE VIRTUAL ASSISTANT. YOU ACKNOWLEDGE, UNDERSTAND, AND ACCEPT THAT ANY RECOMMENDATIONS, SUGGESTIONS, OR ACTIONS TAKEN OR MADE BY THE VIRTUAL ASSISTANT ARE NOT LEGALLY BINDING AND THAT THE CONTENT OF THE RESPONSES ARE NOT ENDORSED BY OR REFLECTIVE OF OUR VIEWS OR OPINIONS.

10.5 You and We agree that the limitations of liability set forth herein represent a reasonable allocation of risk and is a fundamental element of the basis of the bargain between Us and You. You understand, acknowledge, and accept that the Software and Our services would not be provided without such limitations.

11. Confidentiality and publicity.

11.1 You and We (each respectively a "Receiving Party") each undertake not to disclose to any person or use any Confidential Information disclosed by the other party (the "Disclosing Party"), or such other information which ought reasonably to be regarded as the Confidential Information of the Disclosing Party, except as expressly permitted herein.

11.2 Information will not be deemed to constitute Confidential Information to the extent that it: (i) is, or becomes, publicly known (other than through a breach of this Agreement); (ii) is in the possession of the Receiving Party prior to receipt thereof from the Disclosing Party; (iii) is independently developed by the Receiving Party; (iv) is lawfully disclosed to the Receiving Party by a third party not subject to a confidentiality agreement or obligation relating to such disclosure; (v) has been agreed beforehand in writing between You and Us not to constitute Confidential Information; or (vi) is trivial or obvious.

11.3 Each Receiving Party may disclose the Disclosing Party's Confidential Information: (i) to its staff, Affiliates, or advisers who need to know such information for the purpose of exercising the Receiving Party's rights or undertaking its obligations under this Agreement (the "Permitted Purpose"), provided that such Receiving Party ensures that such persons fully comply with this Section 11 as though it applied to them and that such Receiving Party will be liable for any failure of such persons to do so; or (ii) as may be required by law, a court of competent jurisdiction, or any governmental, supervisory, or regulatory authority (including any recognized investment or securities exchange). No Receiving Party will use the Disclosing Party's Confidential Information for any purpose other than the Permitted Purpose.

11.4 You may, during the term of this Agreement, use Our name or logo(s) solely to identify Yourself as a customer of Our business. Save as expressly permitted herein, You will not otherwise use Our name or trademarks without Our prior written consent.

11.5 You will not (and will ensure that none of Your staff will) initiate or participate in any action or conduct tending to injure, bring into disrepute, ridicule, damage, harm, or destroy Our goodwill or reputation or the goodwill or reputation of Our Affiliates.

11.6 You hereby authorize Us to use and display Your business's name and trademarks on Our Website and in Our promotional and marketing materials for publicity purposes for the duration of this Agreement.

12. Data usage and security.

12.1 We and You will each comply with any applicable Data Protection Laws. Where We are a Controller of Your Personal Data pursuant hereto, We will handle Your Personal Data in accordance with the privacy policy available at www.belt.ai/privacy-policy. Where We are a Processor of Personal Data provided by You to Us pursuant hereto, the DPA will apply.

12.2 Subject always to Sections 11 and 12.1, We may monitor, collect, store, and use information on Your (and the User's) use of the Software and its performance in order to detect threats or errors to the Software or Our operations and for the purposes of the further development and improvement of the Software and Our services.

12.3 Except to the extent that We have direct obligations under applicable Data Protection Laws and except as stipulated in the DPA, You acknowledge We have no control over (and do not endorse or verify) Your Data submitted or provided to Us through the Software and that We may not actively monitor Your Data. You will ensure (and will be solely and fully responsible for) the accuracy, quality, integrity, and legality of Your Data and that its use (including in connection with the Software and any services We provide under and pursuant to this Agreement) complies with all applicable laws.

13. Notices.

13.1 Any notice given under or in connection with this Agreement must be in writing and delivered either by pre-paid recorded-delivery post (fulfilled by an internationally recognized delivery service) or by email to relevant postal or email address stipulated in the Order Confirmation (or, if none is provided therein, to notices@belt.ai where We are the recipient party). If the recipient party has communicated an alternative email or postal address for the receipt of notices by way of notice to the other party in accordance with this Section 13, then notices given to that recipient party will be sent to the latest alternative address thus communicated.

13.2 Any notice will be deemed to have been received: (i) if sent by pre-paid recorded-delivery post (fulfilled by an internationally recognized delivery service), at the time recorded by the delivery service; or (ii) if sent by email, three (3) calendar days after transmission, provided always that no error message, out-of-office, or other automated reply, bounce-back, or other notification of a failure of or delay to transmission is received by the party sending such notice within forty-eight (48) hours of attempted transmission.

13.3 This Section 13 does not apply to the service of any proceedings or any documents in any legal action.

14. Updates

14.1 Subject to Section 4.7, We may at Our sole and absolute discretion make, and notify You of, updated versions of the provisions of these terms and conditions or of the Exhibit hereto from time to time by giving a written notification to You of such update by email (together with a copy of the update or a link to a copy of the update) or by any other reasonable means which We elect (an "Update Notification").

14.2 The provisions subject to such Update Notification will be deemed replace and supersede the preceding version of the same for the purposes of this Agreement from the date falling one (1) calendar month after Update Notification of such revised document(s) (the "Update") (or at such later date as We may specify).

14.3 In the event that You reasonably consider that any Update materially impacts Your use of the Software negatively in any manner, You may, by way of written notice to Us, elect to terminate this Agreement immediately, provided always You exercise such right prior to such Update taking effect pursuant to Section 13.2 on not less than fourteen (14) calendar days' prior written notice, which notice will contain details of the negative impact which has caused You to exercise this right. In the event of such termination, You will receive a pro-rated refund of any pre-paid Fees pertaining to the period following the termination date.

14.4 Except as stated in Section 4.7 and the remainder of this Section 14, no variation of this Agreement will be effective unless effected by way of a written document that expressly refers to it and which is executed by the parties' respective duly authorized representatives.

15. Miscellaneous.

15.1 If You are an individual (as opposed to an organization), You warrant and represent that You are not a consumer and that Your use of and access to the Software will not in any manner be: (i) for domestic, non-business, or household use; or (ii) outside the course or context of Your trade, business, craft, or profession.

15.2 This Agreement does not create any agency, partnership, employment, fiduciary, or joint venture relationship. Each party hereto confirms it is acting on its own behalf and not for the benefit of any other person. You and We each acknowledge that the arrangements between You and Us are non-exclusive.

15.3 We may assign, novate, subcontract, or otherwise transfer any of Our rights or obligations under this Agreement. You may not do likewise without Our prior written consent.

15.4 This Agreement constitutes the entire agreement and understanding between You and Us in relation to the subject matter hereof and supersedes all prior representations, assurances, arrangements, understandings, agreements (including without limitation all Evaluation Agreements), statements, promises, heads of terms, or warranties (whether written or oral) relating to the same. You and We each acknowledge that, in entering into this Agreement, neither You nor We are relying upon (and neither You nor We will have any remedies in respect of) any statement, representation, assurance, promise, or warranty (whether made innocently or negligently) made by or on behalf of the other party hereto and which is not expressly set out or specifically referred to in this Agreement. You and We each agree not to have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement. You and We each irrevocably and unconditionally waive any rights to claim damages and/or to rescind this Agreement for any misrepresentation or for breach of any warranty not contained in this Agreement (unless such misrepresentation or warranty was made fraudulently). Nothing in this Section 15.4 will operate to exclude any liability for fraud or for fraudulent misrepresentation.

15.5 THE TERMS AND CONDITIONS OF THIS AGREEMENT WILL BE TO THE EXCLUSION OF ALL OTHER TERMS AND CONDITIONS RELATING TO THE SAME, INCLUDING WITHOUT LIMITATION (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) ANY TERMS OR CONDITIONS IMPLIED BY LAW, TRADE CUSTOM, PRACTICE, AND/OR COURSE OF DEALING, AND/OR ANY TERMS OR CONDITIONS THAT YOU OR YOUR STAFF MAY PURPORT TO APPLY, IMPOSE, OR INCORPORATE UNDER ANY OFFER, ACKNOWLEDGMENT, CORRESPONDENCE, OR ANY OTHER DOCUMENT ISSUED BY YOU OR ON YOUR BEHALF. ACCORDINGLY, NO TERMS OR CONDITIONS ENDORSED ON, DELIVERED WITH, OR CONTAINED IN ANY PURCHASE ORDER, SPECIFICATION, OR OTHER DOCUMENT ISSUED BY YOU OR ON YOUR BEHALF WILL FORM PART OF THIS AGREEMENT. ANY TERMS OR CONDITIONS OF YOUR BUSINESS DIVERGING FROM THE PROVISIONS HEREOF WILL NOT BE VALID, EVEN IF WE PERFORM ANY OF OUR OBLIGATIONS UNDER THIS AGREEMENT WITHOUT RESERVATION.

15.6 The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law or otherwise.

15.7 A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and will not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy will not waive that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy.

15.8 If any provision or part-provision of this Agreement is or becomes invalid, illegal, or unenforceable, it will be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision will be deemed deleted. Any modification to or deletion of a provision or part-provision pursuant to this Section 15.8 will not affect the validity and enforceability of the rest of this Agreement.

15.9 You will comply (and will ensure all Users will comply) with all applicable laws, rules, and regulations governing export that apply to the Software (or any part thereof), and will not export or re-export, the Software (or any part thereof) to, or access or use the Software in, any territory for which an export license or other approval is required under the applicable laws without having obtained it.

15.10 No one other than You or Us will have any right to enforce any of the terms of this Agreement. You and We agree that neither You nor We are acting for the benefit of any third party.

15.11 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection therewith (or its subject matter or formation) will be governed by and construed in accordance with English law without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You and We irrevocably agree that the courts of London, England will have exclusive jurisdiction to settle any such dispute or claim.