BOLTZBIT LIMITED

COMMERCIAL TERMS OF SERVICE

These Commercial Terms of Service (“Terms”) govern the Customer’s use of the Services provided by Boltzbit Limited (“Boltzbit”), a company incorporated and registered in England, with offices at 6-8 Greencoat Place, London, SW1P 1PL (Company number 12370068).

These Terms, together with the applicable Order Form and the Data Processing Agreement (“DPA”) available at https://boltzbit.com, form the complete agreement between Boltzbit and the Customer (the “Agreement”). The Order Form may incorporate additional schedules such as service level agreements where agreed between the parties. Boltzbit may update the DPA from time to time, including in order to comply with applicable law. Unless expressly stated otherwise, capitalised terms have the meanings assigned to them in Section 15.

1. SERVICES

Boltzbit offers a generative machine learning platform (“Boltzbit Platform”), where customers may optimise solutions hosted on the platform to their specific business objectives by using Boltzbit’s proprietary technology. The Services may include:Boltzbit provides the Customer with the object code of the functionality described in Section 1.1 and support services related to the Services as stated in the Order Form.

Solution Scope and Delivery Obligation. Where the Order Form specifies particular software, functionalities, configurations, integrations, or deliverables to be provided by Boltzbit to Customer (the “Solution Scope”), Boltzbit shall deliver the Solution Scope in accordance with the timeline and acceptance criteria set out in the Order Form. Any changes to the Solution Scope must be agreed in writing by both parties.

The Services will not comprise any legal, accounting or tax advice or other services not defined in this Agreement.

Subject at all times to Section 1.6, Boltzbit may change existing Services taking into account the legitimate interests of the Customer:

• to adapt them to technical developments or innovations as well as to changed market requirements;
• to improve existing functions, Services and system performance or to adapt them to changed user behaviour; or
• if this is necessary for operational reasons, for example to adapt the Services to a new technical environment of Boltzbit or its suppliers and service providers.

Boltzbit shall inform the Customer of the characteristics and timing of the changes in advance in text form with a reasonable notice period of not less than thirty (30) calendar days. To the extent that such changes result in a material degradation of the Services, the Customer may terminate the affected Order Form on written notice within that notice period.

Boltzbit represents and warrants to the Customer that:

• it shall supply the Services in accordance with the terms of this Agreement and that such Services will conform to all descriptions and specifications set out herein;
• it shall perform the Services with reasonable care, skill and diligence in accordance with Good Industry Practice;
• it shall co-operate with the Customer in all matters relating to the Services, and comply with the Customer’s reasonable instructions;
• it shall obtain and at all times maintain during the Term all necessary licences and consents and comply with all Applicable Laws in relation to the Services;
• it has and shall maintain all rights necessary to grant the Customer such ownership or licence under this Agreement, including to the Customer-Specific Output and any Foreground IP (as applicable);
• it shall not do or omit to do anything which may cause the Customer to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business;
• the Services and the Customer-Specific Output do not infringe upon any third party Intellectual Property Rights; and
• it shall not train, fine-tune, evaluate, benchmark, or improve the Services, including any machine learning or artificial intelligence models, using the Customer Outputs except where expressly agreed by the Customer in writing on a case-by-case basis.

2. CUSTOMER ACCOUNT

The Boltzbit Platform is only authorised for the Customer’s employees, contractors, and other users on behalf of the Customer with username and access codes. The Customer shall immediately notify Boltzbit of any unauthorised use and shall not permit third parties to access the Services or its Customer Repository, nor share access codes with third parties.

3. CUSTOMER DATA

To train the models and otherwise make use of the Services within Customer’s Repository, Customer may use its own Customer Data. As between Customer and Boltzbit, Customer shall own all right, title, and interest in and to all Customer Data.

The Customer acknowledges that the quality of the output generated by the Services is dependent on Customer Data and other information that Customer provides on the Boltzbit Platform. Boltzbit does not guarantee the accuracy of output generated by the models.

Boltzbit will use the Customer Data and Customer-Specific Output solely for the purpose of delivering the Services. Boltzbit will process the Customer Data only on behalf of Customer for delivery of the Services and will comply with any applicable Data Processing Agreement.

Customer grants to Boltzbit a limited, worldwide, non-exclusive, fully-paid, non-transferable, royalty-free licence during the Term of this Agreement to use Customer Data and Customer-Specific Output solely for the purpose of providing the Services.

Customer warrants that (i) the Customer Data do not include any Personal Data unless Customer has entered into a Data Processing Agreement with Boltzbit where legally required, (ii) Customer has right, title and full authority to use such Customer Data for the purposes contemplated by this Agreement, and (iii) it has obtained all necessary consents and rights to provide such Customer Data to Boltzbit for processing.

4. CUSTOMER CONTENT

Customer grants to Boltzbit a limited, worldwide, non-exclusive, fully-paid, royalty-free licence during the Term of this Agreement to use such Customer Content to provide the Services.

5. PAYMENT TERMS

Invoicing. Boltzbit will invoice Customer for the Fees in accordance with the applicable Order Form. Boltzbit will provide Customer with a tool to enable Customer to review its usage of the Services at any time.

Payment. Customer will pay for all undisputed Fees no later than 14 days from receipt of Boltzbit’s invoice. All payments are due in the currency stated in the invoice. Payments made electronically will be made in immediately available funds and to the bank details stated in Boltzbit’s invoice.

Taxes. Taxes are not included in the Fees stated. Unless Customer provides Boltzbit with a timely and valid tax exemption certificate, Customer will pay any invoiced Taxes for the Services that are imposed by any applicable governmental authority. Customer is responsible for remitting any necessary withholding Taxes to the relevant authority on a timely basis and providing Boltzbit with evidence of the same upon request. Where law provides for the reduction or elimination of withholding taxes, including via tax treaty, the parties will collaborate in good faith to do so. Customer must pay Boltzbit the amount that will ensure that Boltzbit receives the same total amount that it would have received if no such withholding or reduction by Customer had been required (taking into account any and all applicable Taxes, including any Taxes imposed on such gross-up payment).

Overdue Payments. Customer’s payment of undisputed Fees is overdue if Boltzbit has not yet received it by the payment due date. If a payment is overdue by a period of fourteen (14) days from the payment due date, Boltzbit may, after sending a reminder, charge interest at the rate of 4% above the Barclays Bank PLC base rate from the overdue date until the amount outstanding (including accrued interest) is received by Boltzbit.

6. CUSTOMER OBLIGATIONS

Compliance. Customer shall:

• ensure that its use of the Services complies with this Agreement and all Applicable Laws;
• use best efforts to prevent unauthorised use of the Services and to terminate any unauthorised use;
• promptly notify Boltzbit of any unauthorised use of, or access to, the Services of which Customer becomes aware. Where Boltzbit reasonably believes that Customer’s use of the Services does not comply with this Agreement, Boltzbit may notify the Customer of the non-compliant use; and
• enter into a Data Processing Agreement with Boltzbit prior to uploading Personal Data (including e-mails) on to the Boltzbit Platform.

Restrictions. Unless to the extent expressly permitted under this Agreement, Customer will not, and will not permit any of its employees, contractors, affiliates, agents, or personnel to:

• attempt to copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble the Services or attempt to extract any or all of the source code comprised within the Services;
• sublicense, transfer or distribute the Services;
• sell, resell, or otherwise make the Services available as a commercial offering or part thereof to a third party;
• access or use the Services: (i) for High Risk Activities; (ii) in a manner intended to avoid incurring Fees; (iii) to create, transmit, process, or store any Customer Data that is subject to the International Traffic in Arms Regulations;
• interfere with or disrupt the integrity, operation or performance of the Boltzbit Platform;
• attempt to gain unauthorised access or alter the Boltzbit Platform;
• create internet “links” to the Boltzbit Platform, copy, “frame”, or “mirror” any part of the Services on any other server or device;
• conduct or request that any other person conduct any load testing or penetration testing on the Boltzbit Platform;
• use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Boltzbit Platform or any related system or database;
• upload Content to, connect to, or use the Boltzbit Platform to engage in activities that may damage, interfere with, surreptitiously intercept or expropriate the Boltzbit Platform or any related system or database; or
• use the Boltzbit Platform in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

7. TERMINATION AND SUSPENSION

Boltzbit may stop offering its Services upon providing no less than three (3) months’ prior written notice. During this notice period, Boltzbit shall provide reasonable ‘Exit Assistance’ to facilitate the Customer’s migration to alternative solutions.

Violations and Suspension. If Boltzbit becomes aware that Customer’s use of the Services does not comply with this Agreement, Boltzbit will give Customer seven (7) days’ notice of such violation by requesting that Customer correct the violation. If Customer fails to correct the violation within that period, Boltzbit may Suspend all or part of Customer’s use of the Services.

Effects of Suspension. Any Suspension under this Section 7 will be to the minimum extent and for the shortest duration to: (a) prevent or terminate the offending use, (b) prevent or restore damage to the Boltzbit Platform, or (c) comply with Applicable Laws.

Upon termination or expiry of this Agreement for any reason, Boltzbit shall, at the Customer’s written request and for a period of up to 90 days following the effective date of termination, provide reasonable assistance to facilitate the Customer’s retrieval of Customer Data stored on the Boltzbit Platform.

8. INTELLECTUAL PROPERTY RIGHTS; FEEDBACK; BRAND FEATURES

Intellectual Property Rights. Except as expressly stated in this Agreement, the Customer will not own or acquire any right, title, or interest in or to Boltzbit IP under this Agreement.

Assignment. All Intellectual Property Rights in any Customer-Specific Output, including any other materials or content created, developed or delivered by Boltzbit for the Customer under this Agreement (“Foreground IP”), shall automatically vest in the Customer upon creation.

Reserved Rights. Nothing in this Agreement precludes or limits Boltzbit from (i) providing materials or services that are similar to materials or services provided or to be provided to Customer or (ii) developing its own AI products and services utilising its own proprietary data, models and methodologies, provided that Boltzbit does not use Customer Data, Customer Content or Customer-Specific Output in doing so (“Customer Outputs”).

Brand Features. Any use of a Party’s Brand Features will inure to the benefit of the Party holding Intellectual Property Rights to those Brand Features. A Party may revoke the other Party’s right to use its Brand Features with written notice and a reasonable period to stop the use.

Feedback. Boltzbit may make use of the Feedback without obligation to Customer. Under this Section, Customer assigns to Boltzbit all right, title, and interest in the Intellectual Property Rights in the Feedback.

Analytics. To assist Boltzbit in maintaining and improving the Boltzbit Platform, Boltzbit may gather and analyse information about the usage of the Services, subject at all times to Section 9 and any applicable Data Processing Agreement.

9. CONFIDENTIAL INFORMATION

Obligations. The party receiving Confidential Information under this Agreement (the “Recipient”) from a Party disclosing Confidential Information (the “Discloser”) will only use the Discloser’s Confidential Information to exercise its rights and fulfil its obligations under this Agreement, using reasonable care to protect such information.

Disclosure of Confidential Information.

• General. Subject to Section 9.2(b) and notwithstanding any provision to the contrary in this Agreement, the Recipient may disclose the other Party’s Confidential Information: (i) in accordance with a Legal Process, or (ii) with the other Party’s prior written consent.
• Notification. Before the Recipient discloses the other Party’s Confidential Information in accordance with a Legal Process, the Recipient will promptly notify the Discloser, to the extent permitted by law.
• Opposition. The Recipient will comply with the other Party’s reasonable requests to oppose or limit disclosure of its Confidential Information, to the extent legally permitted.

10. TERM AND TERMINATION

Agreement Term. These Terms will commence on the Effective Date stated in the first Order Form and will remain in effect for so long as any Order Form remains active, unless terminated earlier in accordance with this Section 10. The Term of each Order Form is as specified therein.

Termination. Either Party may immediately terminate this Agreement and/or an Order Form if: (a) the other Party is in material breach of this Agreement and, if that breach is curable, fails to cure that breach within thirty (30) days after receipt of written notice; or (b) the other Party enters into compulsory or voluntary liquidation, or compounds with or convenes a meeting of its creditors, or has a receiver or manager appointed over its assets, or ceases for any reason to carry on business, or takes or suffers any similar or analogous action in any jurisdiction.

Effects of Termination. When this Agreement terminates or expires: (a) the rights granted under this Agreement by a Party to the other Party regarding the Services will cease immediately (except as stated in this Section); (b) upon request, each Party will use commercially reasonable efforts to return or destroy all Confidential Information of the other Party; and (c) Customer is entitled to a pro-rata refund of any prepaid and unused Fees within thirty (30) days.

11. DISCLAIMER

No conditions, warranties or other terms apply to the provision of the Services unless expressly stated in this Agreement. No implied conditions, warranties or other terms apply (including any implied terms as to satisfactory quality, fitness for purpose or conformance with description).

12. LIMITATION OF LIABILITY

Notwithstanding any term to the contrary, nothing in this Agreement will exclude or limit either Party’s liability:

• for death or personal injury resulting from the negligence of either Party or their servants, agents or employees;
• for fraud or fraudulent misrepresentation;
• for payment of undisputed sums properly due and owing to the other in the course of normal performance of this Agreement;
• (unless agreed otherwise in an Order Form) under Section 13 (Indemnification);
• for misuse (including unauthorised access or disclosure) of the other Party’s Confidential Information, resulting from a breach of Section 9;
• for Boltzbit’s breach of its obligations under the Data Processing Agreement;
• for infringement of the other Party’s Intellectual Property Rights; and
• any other liability that cannot be excluded or limited by law.

Subject to Section 12.1, neither Party will be liable to the other Party under this Agreement (whether in contract, tort (including negligence) or otherwise) for any of the following losses:

• loss of actual or anticipated profits (including loss of profits on contracts);
• loss of anticipated savings or wasted expenditure;
• loss of business opportunity;
• loss of reputation or damage to goodwill; or
• any special, indirect or consequential losses.

Subject to Sections 12.1 and 12.2, either Party’s total liability under or in connection with this Agreement (whether in contract, tort (including negligence) or otherwise), arising out of or in connection with this Agreement shall not exceed 100% of the total Fees paid and payable under the applicable Order Form.

13. INDEMNIFICATION

Customer will defend Boltzbit at its expense and indemnify Boltzbit against any loss, damage, claim, or expense arising with respect to any claims from a third party: (i) that Customer Data or Content infringes any third party’s Intellectual Property Rights; or (ii) arising from Customer’s breach of this Agreement.

Boltzbit will defend the Customer at its expense and indemnify the Customer and its Affiliates against any and all loss, damage, claim, liability, cost, or expense arising with respect to any claims from a third party that the Services infringe such third party’s Intellectual Property Rights.

Indemnification Procedures. Each Party (the “Indemnified Party”) will promptly notify the other Party (the “Indemnifying Party”) of any claim covered by this Section 13 and, at the Indemnifying Party’s election, allow the Indemnifying Party to assume sole control of the defence and settlement of such claim.

14. MISCELLANEOUS

Conflicting Terms. If there is a conflict among the documents that make up this Agreement, the following order of precedence will apply except to the extent expressly stated otherwise: the Data Processing Agreement, these Terms, and the Order Form.

Notices. All notices required to be given under this Agreement, including in relation to termination or breach, must be in English. Notices are effective upon receipt.

Assignment. Neither Party may assign any part of this Agreement without the written consent of the other Party. Any attempt to assign is void.

Force Majeure. Neither Party will be liable to the other for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.

Subcontracting. Boltzbit may subcontract any of its obligations under this Agreement but will remain liable to Customer for any subcontracted obligations.

No Agency. This Agreement does not create any agency, partnership or joint venture between the Parties.

No Waiver. Boltzbit will not be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.

Severability. If any term (or part of a term) of this Agreement is invalid, illegal or unenforceable, the rest of this Agreement will remain in effect.

No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.

Governing Law. This Agreement is governed by English law and the Parties submit to the exclusive jurisdiction of the English courts in relation to any dispute (contractual or non-contractual) concerning this Agreement.

Amendments. Boltzbit may update these Terms at any time, to be effective thirty (30) days after the updates are posted by Boltzbit on its website or Customer otherwise receives written notice, except that updates made in response to changes in applicable law or regulation take effect immediately upon posting or notice. Changes will not apply retroactively. No other amendment to or modification of these Terms is effective unless it is in writing and signed by both Parties.

Survival. The following Sections will survive expiration or termination of this Agreement: 1.6(h), 5 (Payment Terms), 8 (Intellectual Property Rights; Feedback; Brand Features), 9 (Confidential Information), 10.3 (Effects of Termination), 12 (Limitation of Liability), 13 (Indemnification), 14 (Miscellaneous), and 15 (Definitions).

Publicity. Boltzbit may use Customer’s name and logo to publicly identify Customer as a customer of the Services. Customer may opt out of such use by providing written notice to Boltzbit. Customer will consider in good faith any request by Boltzbit to (a) provide a quote from a Customer representative regarding Customer’s use of the Services that Boltzbit may use publicly, and (b) participate in a public co-marketing activity.

Entire Agreement. This Agreement, together with all Order Forms, the Data Processing Agreement, and any attachments, annexes or exhibits to any of the foregoing, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements.

15. DEFINITIONS

“Account” means the account that the Customer will create on the Boltzbit website to access, use or purchase the Services.

“Affiliate” means any entity which, in relationship to an identified entity, directly or indirectly controls, is controlled by, or is under common control with the identified entity. “Control” means ownership of more than fifty percent (50%) of the voting power of the entity.

“Applicable Laws” means: (a) any statute, regulation, by-law, ordinance or subordinate legislation in force from time to time to which a Party is subject; (b) any binding court order, judgment or decree; (c) any applicable industry code, policy or standard; and (d) any applicable direction, policy, rule or order of any regulator.

“Boltzbit IP” means any and all Intellectual Property relating to the Services, the Boltzbit Platform and any Repository Item (except Open Source), including any underlying technology, template forms, algorithms, software, hardware, know-how, technical information, trade secrets and databases.

“Brand Features” means each Party’s trade names, trademarks, logos, domain names, and other distinctive brand features.

“Confidential Information” means information that is marked as confidential or would normally be considered confidential information under the circumstances of disclosure or due to its nature. Customer Data and Customer-Specific Output are deemed Confidential Information of the Customer.

“Content” means any material including but not limited to code, data, files, artifacts, text, graphics, images, applications, or software provided or made available by either Party or any third party.

“Customer Content” means Content and Customer Data that Customer uploads, displays or otherwise makes available on or via the Boltzbit Platform, including output generated by Customer in its use of the Services.

“Customer Data” means any data Customer uploads to its Customer Repository for the purpose of developing, building, training, testing, evaluating or deploying any machine learning model or otherwise making use of the Services.

“Customer Outputs” has the meaning given to it in Section 8.3.

“Customer-Specific Output” means data (including data set annotations and descriptions), reports, logs and models generated by Customer making use of the Services based on Customer Data, provided that Customer-Specific Output will exclude Boltzbit IP.

“Data Processing Agreement” means Boltzbit’s standard data processing agreement regarding the processing of Customer’s Personal Data under this Agreement, as published at https://boltzbit.com.

“Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR, the Data Protection Act 2018, and the Privacy and Electronic Communications Regulations 2003, each as amended or replaced.

“Derivative Work” means: (i) a work based upon one or more pre-existing works; and (ii) all improvements, modifications, alterations, adaptations, enhancements and new versions of any technology.

“Feedback” means feedback or suggestions about the Services provided to Boltzbit by Customer.

“Fees” means the fees set out in the applicable Order Form for the provision of the Services.

“Fine-Tuned Model Weights” means the complete set of numerical parameters (including weights and biases) as they exist in a Model immediately following the application of Fine-Tuning using Customer Data.

“Foreground IP” has the meaning given to it in Section 8.2.

“Good Industry Practice” means the capacity, resources, organisational structure, methods, techniques, designs, standards, skills, diligence, efficiency, reliability and prudence which are generally accepted from time to time as constituting good practice in the relevant industry.

“High Risk Activities” means any activities defined as prohibited artificial intelligence practice or as high-risk uses of artificial intelligence systems under European artificial intelligence legislation or any similar classification or designation under Applicable Laws.

“Intellectual Property” means anything protectable by an Intellectual Property Right.

“Intellectual Property Rights” means all rights, title and interests in and to: (a) patents, utility models and rights in inventions; (b) trade marks, service marks, trade names, business names, logos and other indications of source; (c) copyrights and related rights; (d) rights in databases; (e) trade secrets and know-how; and (f) all other intellectual property rights and equivalent forms of protection.

“Legal Process” means an information disclosure request made under law, governmental regulation, court order, subpoena, warrant, or other valid legal authority, process or similar requirement.

“Order Form” means an order form executed by both parties that references these Terms and specifies the Services, Fees, Term and other commercial details applicable to Customer’s use of the Services.

“Personal Data” means any information relating to an identified or identifiable natural person as defined under applicable Data Protection Legislation.

“Repository Item” means any Content made available by Boltzbit on the Boltzbit Platform to Customers for use in their Customer Repository.

“Services” has the meaning given in Section 1.

“Suspend” or “Suspension” means disabling access to or use of the Services or components of the Services.

“Taxes” means any duties, customs fees, or taxes (other than Boltzbit’s income tax) including indirect taxes such as “goods and services tax” and “value-added tax” associated with the purchase of the Services.

“Term” has the meaning given in Section 10.1.

“UK GDPR” has the meaning given in section 3(10) (as supplemented by section 205(4)) of the DPA 2018.