Aida Master Services Agreement.

01 Service

1.1Access and Use

During the Subscription Period and subject to the terms of the Agreement, Customer may (a) access and use the Cloud Service; and (b) copy and use the included Software and Documentation only as needed to access and use the Cloud Service, in each case for its internal business purposes. If a Customer Affiliate enters a separate Order Form with Provider, that creates a separate agreement between Provider and that Affiliate; Provider's responsibility to the Affiliate is individual and separate from Customer, and Customer is not responsible for its Affiliates' agreement.

1.2Support

During the Subscription Period, Provider will provide Technical Support as described in the Order Form.

1.3User Accounts

Customer is responsible for all actions on Users' accounts and for all Users' compliance with the Agreement. Customer and Users must protect the confidentiality of their passwords and login credentials. Customer will promptly notify Provider if it suspects or knows of any fraudulent activity with its accounts, passwords, or credentials, or if they become compromised.

1.4Feedback and Usage Data

Customer may, but is not required to, give Provider Feedback, in which case Customer gives Feedback "AS IS". Provider may use all Feedback freely without any restriction or obligation. In addition, Provider may collect and analyse Usage Data, and Provider may freely use Usage Data to maintain, improve, enhance, and promote Provider's products and services without restriction or obligation. However, Provider may only disclose Usage Data to others if the Usage Data is aggregated and does not identify Customer or Users. For clarity, Customer Personal Data is not Usage Data; Customer Personal Data may not be used under this Section 1.4 and is governed by the DPA.

1.5Customer Content

Provider may copy, display, modify, and use Customer Content only as needed to provide and maintain the Product and related offerings. Customer is responsible for the accuracy and content of Customer Content.

1.6AI Services and Model Training

Use of the AI Services (including any Model training, restrictions on training, ownership of Input and Output, and AI-specific disclaimers) is governed by the AI Addendum set out below, which forms part of these Standard Terms.

02 Restrictions & Obligations

2.1Restrictions on Customer

Except as expressly permitted by the Agreement, Customer will not (and will not allow anyone else to):

• reverse engineer, decompile, or attempt to discover any source code or underlying ideas or algorithms of the Product (except to the extent Applicable Laws prohibit this restriction);
• provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Product;
• remove any proprietary notices or labels;
• copy, modify, or create derivative works of the Product;
• conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Product;
• access accounts, information, data, or portions of the Product to which Customer does not have explicit authorisation;
• use the Product to develop a competing service or product;
• use the Product with any High Risk Activities or with any activity prohibited by Applicable Laws;
• use the Product to obtain unauthorised access to anyone else's networks or equipment; or
• upload, submit, or otherwise make available to the Product any Customer Content to which Customer and Users do not have the proper rights.

Use of the Product must comply with all Documentation and Use Limitations.

2.2Suspension

If Customer (a) has an outstanding, undisputed balance on its account for more than 30 days; (b) breaches Section 2.1; or (c) uses the Product in violation of the Agreement or in a way that materially and negatively impacts the Product or others, then Provider may temporarily suspend Customer's access to the Product with or without notice. Provider will try to inform Customer before suspending Customer's account when practical. Provider will reinstate Customer's access only if Customer resolves the underlying issue.

03 Privacy & Security

3.1Personal Data

The Processing of Personal Data submitted to the Service is governed by the Aida Data Processing Agreement published at aidalabs.io/terms/dpa (the "DPA"), which is incorporated by reference and forms part of the Agreement. The Customer-specific particulars required by the DPA (parties, notice contacts, addresses, etc.) are taken from the Order Form. By executing the Order Form, Customer accepts the DPA. Each party will comply with its obligations under the DPA; the terms of the DPA control each party's rights and obligations as to Personal Data; and the terms of the DPA control in the event of any conflict with the Agreement. A breach by either party of the DPA constitutes a breach of this Section 3.

3.2Prohibited Data

Customer will not (and will not allow anyone else to) submit Prohibited Data to the Product unless authorised by the Order Form or these Standard Terms.

04 Payment & Taxes

4.1Fees

All Fees are denominated in the currency stated in the Order Form and are exclusive of taxes. Except for the prorated refund of prepaid Fees allowed with specific termination rights given in the Agreement, Fees are non-refundable.

4.2Invoicing

For a Payment Process with invoicing, Provider will send invoices for usage-based Fees (including any per-Aida-credit component) in arrears and for all other Fees (including any monthly access fee) in advance, in each case according to the Payment Process in the Order Form.

4.3Automatic Payment

If the Order Form selects automatic payment, Provider will automatically charge the credit card, debit card, or other payment method on file according to the Payment Process and Customer authorises all such charges. Provider will make a copy of Customer's bills or transaction history available to Customer.

4.4Taxes

Customer is responsible for all duties, taxes, and levies that apply to Fees — including sales, use, VAT, GST, or withholding — that Provider itemises and includes in an invoice. Customer is not responsible for Provider's income taxes.

4.5Payment

Customer will pay Provider Fees and taxes in the currency specified in the Order Form, according to the Payment Process.

4.6Payment Dispute

If Customer has a good-faith disagreement about the Fees charged or invoiced, Customer must notify Provider about the dispute before payment is due, or within 30 days of an automatic payment, and must pay all undisputed amounts on time. The parties will work together to resolve the dispute within 15 days. If no resolution is agreed, each party may pursue any remedies available under the Agreement or Applicable Laws.

05 Term & Termination

5.1Order Form and Agreement

For each Order Form, the Agreement starts on the Order Date, continues through the Subscription Period, and automatically renews for additional Subscription Periods unless one party gives notice of non-renewal to the other party before the Non-Renewal Notice Date.

5.2Term of these Standard Terms

These Standard Terms start on the Effective Date and continue for the longer of one year or until all Order Forms governed by them have ended.

5.3Termination

Either party may terminate these Standard Terms or an Order Form immediately:

• if the other party fails to cure a material breach of these Standard Terms or an Order Form following 30 days' notice;
• upon notice if the other party (i) materially breaches these Standard Terms or an Order Form in a manner that cannot be cured; (ii) dissolves or stops conducting business without a successor; (iii) makes an assignment for the benefit of creditors; or (iv) becomes the debtor in insolvency, receivership, or bankruptcy proceedings that continue for more than 60 days.

5.4Force Majeure

Either party may terminate an affected Order Form upon notice if a Force Majeure Event prevents the Product from materially operating for 30 or more consecutive days. Provider will pay to Customer a prorated refund of any prepaid Fees for the remainder of the Subscription Period. A Force Majeure Event does not excuse Customer's obligation to pay Fees accrued prior to termination.

5.5Effect of Termination

Termination of these Standard Terms will automatically terminate all Order Forms governed by them. Upon any expiration or termination:

• Customer will no longer have any right to use the Product.
• Upon Customer's request, Provider will delete Customer Content within 60 days, in line with the deletion provision in the DPA.
• Each Recipient will, promptly upon the Discloser's written request: (i) cease using the Discloser's Confidential Information; (ii) destroy all Confidential Information of the Discloser in its possession or control, or, at the Discloser's election, return it to the Discloser; and (iii) if requested by the Discloser, confirm its compliance with these obligations in writing. As an exception to clause (ii), each Recipient may retain Confidential Information in accordance with its standard backup or record retention policies maintained in the ordinary course of business or as required by Applicable Laws, in which case Section 3 and Section 10 will continue to apply to the retained Confidential Information.
• Provider will submit a final bill or invoice for all outstanding Fees accrued before termination and Customer will pay the invoice according to Section 4.

5.6Survival

The following sections will survive expiration or termination of the Agreement: Section 1.4 (Feedback and Usage Data); Section 2.1 (Restrictions on Customer); Section 4 (Payment & Taxes) for Fees accrued or payable before expiration or termination; Section 5.5 (Effect of Termination); Section 5.6 (Survival); Section 6 (Representations & Warranties); Section 7 (Disclaimer of Warranties); Section 8 (Limitation of Liability); Section 9 (Indemnification); Section 10 (Confidentiality), for the Term of Confidentiality set out in Section 10.5; Section 11 (Reservation of Rights); Section 12 (General Terms); Section 13 (Definitions); and the portions of a Cover Page referenced by these sections.

Each Recipient may retain Discloser's Confidential Information in accordance with its standard backup or record retention policies maintained in the ordinary course of business or as required by Applicable Laws, in which case Section 3 (Privacy & Security) and Section 10 (Confidentiality) will continue to apply to retained Confidential Information.

06 Representations & Warranties

6.1Mutual

Each party represents and warrants to the other that: (a) it has the legal power and authority to enter into the Agreement; (b) it is duly organised, validly existing, and in good standing under the Applicable Laws of the jurisdiction of its origin; and (c) it will comply with all Applicable Laws in performing its obligations or exercising its rights in the Agreement.

6.2From Customer

Customer represents and warrants that it, all Users, and anyone submitting Customer Content each have and will continue to have all rights necessary to submit or make available Customer Content to the Product and to allow the use of Customer Content as described in the Agreement.

6.3From Provider

Provider represents and warrants to Customer that it will not materially reduce the general functionality of the Cloud Service during the Subscription Period.

6.4Provider Warranty Remedy

If Provider breaches the warranty in Section 6.3, Customer must give Provider notice (with enough detail for Provider to understand or replicate the issue) within 45 days of discovering the issue. Within 45 days of receiving sufficient details, Provider will attempt to restore the general functionality of the Cloud Service. If Provider cannot resolve the issue, Customer may terminate the affected Order Form and Provider will pay to Customer a prorated refund of prepaid Fees for the remainder of the Subscription Period. Provider's restoration obligation and Customer's termination right are Customer's only remedies if Provider does not meet the warranty in Section 6.3.

07 Disclaimer of Warranties

Provider makes no guarantees that the Product will always be safe, secure, or error-free, or that it will function without disruptions, delays, or imperfections. The warranties in Section 6 do not apply to any misuse or unauthorised modification of the Product, nor to any product or service provided by anyone other than Provider. Except for the warranties in Section 6, Provider and Customer each disclaim all other warranties and conditions, whether express or implied, including the implied warranties and conditions of merchantability, fitness for a particular purpose, title, and non-infringement. These disclaimers apply to the maximum extent permitted by Applicable Laws.

08 Limitation of Liability

8.1Liability Caps

• Except as provided in Section 8.4, each party's total cumulative liability for all claims arising out of or relating to the Agreement will not be more than 1× the Fees paid or payable by Customer to Provider in the 12-month period immediately before the claim (the "General Cap Amount").
• For Increased Claims, each party's total cumulative liability for all Increased Claims arising out of or relating to the Agreement will not be more than 2× the Fees paid or payable by Customer to Provider in the 12-month period immediately before the claim (the "Increased Cap Amount").

8.2Damages Waiver

Except as provided in Section 8.4, under no circumstances will either party be liable to the other for lost profits or revenues (whether direct or indirect), or for consequential, special, indirect, exemplary, punitive, or incidental damages relating to the Agreement, even if the party is informed of the possibility of this type of damage in advance.

8.3Applicability

The limitations and waivers in Sections 8.1 and 8.2 apply to all liability, whether in tort (including negligence), contract, breach of statutory duty, or otherwise.

8.4Exceptions

The General Cap Amount in Section 8.1(a) does not apply to any Increased Claims. The Liability Caps in Section 8.1 do not apply to any Unlimited Claims. The Damages Waiver in Section 8.2 does not apply to any Increased Claims or a breach of Section 10 (Confidentiality). Nothing in the Agreement will limit, exclude, or restrict a party's liability to the extent prohibited by Applicable Laws.

"Increased Claims" means (a) breach of Section 3 (Privacy & Security); and (b) breach of Section 10 (Confidentiality), excluding data and security breaches (which are covered by (a)).

"Unlimited Claims" means an Indemnifying Party's indemnification obligations under Section 9.

09 Indemnification

"Provider Covered Claim" means any action, proceeding, or claim that the Cloud Service, when used by Customer according to the Agreement, violates, misappropriates, or otherwise infringes upon another's intellectual property or other proprietary rights (subject to the exclusions in Section 9.5).

"Customer Covered Claim" means any action, proceeding, or claim that (1) the Customer Content, when used according to the Agreement, violates, misappropriates, or otherwise infringes upon another's intellectual property or other proprietary rights; or (2) results from Customer's breach or alleged breach of Section 2.1.

9.1Protection by Provider

Provider will indemnify, defend, and hold harmless Customer from and against all Provider Covered Claims made by someone other than Customer, Customer's Affiliates, or Users, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys' fees and other legal expenses, that arise from the Provider Covered Claims.

9.2Protection by Customer

Customer will indemnify, defend, and hold harmless Provider from and against all Customer Covered Claims made by someone other than Provider or its Affiliates, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys' fees and other legal expenses, that arise from the Customer Covered Claims.

9.3Procedure

The Indemnifying Party's obligations are contingent upon the Protected Party: (a) promptly notifying the Indemnifying Party of each Covered Claim for which it seeks protection; (b) providing reasonable assistance to the Indemnifying Party at the Indemnifying Party's expense; and (c) giving the Indemnifying Party sole control over the defence and settlement of each Covered Claim. A Protected Party may participate with its own attorneys at its own expense. The Indemnifying Party may not agree to any settlement that contains an admission of fault or otherwise materially and adversely impacts the Protected Party without the prior written consent of the Protected Party.

9.4Changes to Product

If required by settlement or court order, or if deemed reasonably necessary in response to a Provider Covered Claim, Provider may: (a) obtain the right for Customer to continue using the Product; (b) replace or modify the affected component without materially reducing the general functionality of the Product; or (c) if neither (a) nor (b) are reasonable, terminate the affected Order Form and issue a pro-rated refund of prepaid Fees for the remainder of the Subscription Period.

9.5Exclusions

Provider's obligations as an Indemnifying Party will not apply to Provider Covered Claims that result from: (i) modifications to the Product that were not authorised by Provider or that were made in compliance with Customer's instructions; (ii) unauthorised use of the Product, including use in violation of the Agreement; (iii) use of the Product in combination with items not provided by Provider; or (iv) use of an old version of the Product where a newer release would avoid the claim.

Customer's obligations as an Indemnifying Party will not apply to Customer Covered Claims that result from unauthorised use of the Customer Content, including use in violation of the Agreement.

9.6Exclusive Remedy

This Section 9, together with any termination rights, describes each Protected Party's exclusive remedy and each Indemnifying Party's entire liability for a Covered Claim.

10 Confidentiality

10.1Non-Use and Non-Disclosure

Except as otherwise authorised in the Agreement or as needed to fulfil its obligations or exercise its rights under the Agreement, Recipient will not (a) use Discloser's Confidential Information; nor (b) disclose Discloser's Confidential Information to anyone else. Recipient will protect Discloser's Confidential Information using at least the same protections Recipient uses for its own similar information, but no less than a reasonable standard of care.

10.2Exclusions

Confidential Information does not include information that Recipient can demonstrate: (a) Recipient knew without any obligation of confidentiality before disclosure by Discloser; (b) is or becomes publicly known and generally available through no fault of Recipient; (c) Recipient received under no obligation of confidentiality from someone else who is authorised to make the disclosure; or (d) Recipient independently developed without use of or reference to Discloser's Confidential Information.

10.3Required Disclosures

Recipient may disclose Discloser's Confidential Information to the extent required by Applicable Laws (including by law, regulation, subpoena, court order, or order of a regulatory authority) if, unless prohibited by Applicable Laws, Recipient provides Discloser reasonable advance notice of the required disclosure and reasonably cooperates, at Discloser's expense, with Discloser's efforts to obtain confidential treatment for the Confidential Information.

10.4Permitted Disclosures

Recipient may disclose Discloser's Confidential Information to Users, employees, advisors, contractors, and other representatives who each have a need to know the Confidential Information, but only if the person or entity is bound by confidentiality obligations at least as protective as those in this Section 10, and Recipient remains responsible for everyone's compliance with this Section 10.

10.5Term of Confidentiality

Recipient's obligations under this Section 10 will survive expiration or termination of the Agreement for five (5) years from the date of disclosure, except for Confidential Information that constitutes a trade secret under Applicable Laws, which will remain protected for so long as it qualifies as a trade secret.

10.6No Licence

Disclosure of Confidential Information does not grant Recipient any licence under Discloser's intellectual property or other proprietary rights, except for the limited rights necessary to use Confidential Information for the purposes contemplated by the Agreement. The Discloser retains all of its intellectual property and other rights in its Confidential Information.

10.7"As Is"

All Confidential Information is provided "AS IS", with all faults, and without warranties of any kind, express or implied. This Section 10.7 does not limit any representation or warranty made elsewhere in the Agreement (including in Section 6) about the Product itself.

11 Reservation of Rights

Except for the limited licence to copy and use Software and Documentation in Section 1.1 (Access and Use), Provider retains all right, title, and interest in and to the Product, whether developed before or after the Effective Date. Except for the limited rights in Section 1.5 (Customer Content) and the AI Addendum, Customer retains all right, title, and interest in and to the Customer Content and the Input.

12 General Terms

12.1Entire Agreement

The Agreement (including the Order Form, these Standard Terms, the AI Addendum, and the DPA, each as incorporated) is the only agreement between the parties about its subject and supersedes all prior or contemporaneous statements (whether in writing or not) about its subject. Provider expressly rejects any terms included in Customer's purchase order or similar document, which may only be used for accounting or administrative purposes. No terms or conditions in any Customer documentation or online vendor portal will apply to Customer's use of the Product unless expressly agreed to in a legally binding written agreement signed by an authorised Provider representative.

12.2Modifications, Severability, and Waiver

Any waiver, modification, or change to the Agreement must be in writing and signed or electronically accepted by each party. If any term of the Agreement is determined to be invalid or unenforceable by a relevant court or governing body, the remaining terms will remain in full force and effect. The failure of a party to enforce a term or to exercise an option or right will not constitute a waiver of the term, option, or right.

12.3Updates to Standard Terms

Provider may update these Standard Terms from time to time by publishing a new version at aidalabs.io/terms/msa and giving Customer prior written notice (including by email to Customer's Notice Address). Updates will not apply to the then-current Subscription Period. If Customer does not accept a material adverse change, Customer may terminate the affected Order Form by giving notice before the start of the next Subscription Period; in that case the then-current Standard Terms continue to apply until the end of the current Subscription Period. Continued use of the Service after the start of a new Subscription Period constitutes acceptance of the updated Standard Terms.

12.4Governing Law and Chosen Courts

The Agreement is governed by the laws of Sweden, without regard to its conflict of laws provisions. The parties will bring any legal suit, action, or proceeding about the Agreement in the courts of Sweden (Stockholm District Court as court of first instance) and each party irrevocably submits to the exclusive jurisdiction of those courts.

12.5Injunctive Relief

Despite Section 12.4, a breach of Section 10 (Confidentiality) or the violation of a party's intellectual property rights may cause irreparable harm for which monetary damages cannot adequately compensate. Upon the actual or threatened breach of Section 10 or violation of a party's intellectual property rights, the non-breaching or non-violating party may seek appropriate equitable relief, including an injunction, in any court of competent jurisdiction, without the need to post a bond and without limiting its other rights or remedies.

12.6Non-Exhaustive Remedies

Except where the Agreement provides for an exclusive remedy, seeking or exercising a remedy does not limit the other rights or remedies available to a party.

12.7Assignment

Neither party may assign any rights or obligations under the Agreement without the prior written consent of the other party. Either party may, however, assign the Agreement upon notice if the assigning party undergoes a merger, change of control, reorganisation, or sale of all or substantially all its equity, business, or assets to which the Agreement relates. Any attempted but non-permitted assignment is void. The Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

12.8Beta Products

If Provider gives Customer access to a Beta Product, the Beta Product is provided "AS IS" and Section 6.3 does not apply to any Beta Products. Customer acknowledges that Beta Products are experimental in nature and may be modified or removed at Provider's discretion with or without notice.

12.9Logo Rights

Provider may identify Customer and use Customer's name and logo to identify Customer as a user of Provider's products and services, subject to Customer's reasonable brand guidelines and Customer's right to revoke this permission on written notice.

12.10Notices

Any notice, request, or approval about the Agreement must be in writing and sent to the Notice Address. Notices are deemed given (a) upon confirmed delivery if by email, registered or certified mail, or personal delivery; or (b) two days after mailing if by overnight commercial delivery.

12.11Independent Contractors

The parties are independent contractors, not agents, partners, or joint venturers. Neither party is authorised to bind the other to any liability or obligation.

12.12No Third-Party Beneficiary

There are no third-party beneficiaries of the Agreement.

12.13Force Majeure

Neither party will be liable for a delay or failure to perform its obligations of the Agreement if caused by a Force Majeure Event. This section does not excuse Customer's obligations to pay Fees.

12.14Export Controls

Customer may not remove or export from the European Union, the United States, or any other applicable jurisdiction, or allow the export or re-export of, the Product or any related technology or materials in violation of any restrictions, laws, or regulations, including those of the EU, the United Kingdom, the United States Department of Commerce, OFAC, the UN Security Council, or any other applicable agency or authority. Customer represents and warrants that it is not (a) a resident or national of an Embargoed Country; (b) an entity organised under the laws of an Embargoed Country; (c) designated on any list of prohibited, restricted, or sanctioned parties maintained by the EU, the UN, the US government, or other applicable governments or agencies; nor (d) 50% or more owned by any party so designated. Provider may terminate the Agreement immediately, without notice or liability, to comply with applicable export controls and sanctions laws.

12.15Anti-Bribery

Neither party will take any action that would be a violation of any Applicable Laws that prohibit the offering, giving, promising to offer or give, or receiving, directly or indirectly, money or anything of value to any third party to assist Provider or Customer in retaining or obtaining business. Examples include the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010.

12.16Titles and Interpretation

Section titles are for convenience and reference only. All uses of "including" and similar phrases are non-exhaustive and without limitation. The United Nations Convention for the International Sale of Goods does not apply to the Agreement.

13 Definitions

Defining Variables. Variables have the meanings or descriptions given on a Cover Page (Order Form) or in these Standard Terms. If the Order Form and these Standard Terms omit or do not define a Variable, the default meaning will be "none" or "not applicable" and the correlating clause does not apply.

Affiliate

An entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest.

Agreement

The Order Form between Provider and Customer as governed by these Standard Terms (including the AI Addendum, as incorporated) and the DPA.

Aida credit

Has the meaning given in the Order Form.

Applicable Data Protection Laws

Has the meaning given in the DPA, and includes the GDPR, the UK GDPR, the Swedish Data Protection Act (2018:218), and, where applicable, the Swiss FADP, CCPA/CPRA and other US state privacy laws.

Applicable Laws

The laws, rules, regulations, court orders, and other binding requirements of a relevant government authority that apply to or govern Provider or Customer.

Beta Product

An early or prerelease feature or version of the Product that is identified as beta or similar, or a version of the Product that is not generally available.

Cloud Service

The Service described in the Order Form (Aida).

Confidential Information

Information in any form disclosed by or on behalf of a Discloser, including before the Effective Date, to a Recipient in connection with the Agreement that (a) the Discloser identifies as "confidential", "proprietary", or the like; or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Confidential Information includes the existence of the Agreement and the information on each Cover Page. Customer's Confidential Information includes non-public Customer Content. Provider's Confidential Information includes non-public information about the Product. Without limiting the foregoing, Confidential Information includes technical and business information, product designs and roadmaps, requirements, pricing, security and compliance documentation (including third-party audit reports shared under the audit-report-sharing provision in the DPA), technology, inventions, and know-how.

Cover Page

A document that is signed or electronically accepted by the parties, incorporates these Standard Terms, and identifies Provider and Customer. A Cover Page is typically an Order Form.

Covered Claim

Either a Provider Covered Claim or Customer Covered Claim.

Customer Content

Data, information, or materials submitted by or on behalf of Customer or Users to the Product but excludes Feedback. For clarity, this includes the warehouse data and metadata Customer connects to the Service and the natural-language messages and SQL queries submitted by Customer's authorised Users.

Discloser

A party to the Agreement when the party is providing or disclosing Confidential Information to the other party.

Documentation

The usage manuals and instructional materials for the Cloud Service or Software that are made available by Provider, including the materials at aidalabs.io.

DPA

The Data Processing Agreement published at aidalabs.io/terms/dpa, incorporated by reference into the Agreement.

Embargoed Country

Any country or region to or from where Applicable Laws generally restrict the export or import of goods, services, or money.

Feedback

Suggestions, feedback, or comments about the Product or related offerings.

Fees

The applicable amounts described in an Order Form.

Force Majeure Event

An unforeseen event outside a party's reasonable control where the affected party took reasonable measures to avoid or mitigate the impacts of the event. Examples include unpredicted natural disasters like a major earthquake, war, pandemic, riot, act of terrorism, or public utility or internet failure.

GDPR

Regulation (EU) 2016/679 as implemented by local law in the relevant Member State, and, where applicable, as incorporated into UK law under the European Union (Withdrawal) Act 2018.

High Risk Activity

Any situation where the use or failure of the Product could be reasonably expected to lead to death, bodily injury, or environmental damage. Examples include autonomous-vehicle technology, medical life-support technology, emergency response services, nuclear facilities operation, and air traffic control.

Indemnifying Party

A party to the Agreement when the party is providing protection for a particular Covered Claim.

OFAC

The United States Department of Treasury's Office of Foreign Assets Control.

Order Form

The Cover Page that includes the key business details and Variables for the Agreement that are not defined in these Standard Terms.

Personal Data

Has the meaning given in the DPA.

Product

The Cloud Service, Software, and Documentation.

Prohibited Data

(a) Patient, medical, or other protected health information regulated by HIPAA; (b) credit, debit, bank account, or other financial account numbers; (c) social security numbers, driver's licence numbers, or other unique and private government ID numbers; (d) special categories of data as defined in the GDPR (unless expressly agreed in writing per the DPA); and (e) other similar categories of sensitive information set forth in Applicable Data Protection Laws.

Protected Party

A party to the Agreement when the party is receiving the benefit of protection for a particular Covered Claim.

Recipient

A party to the Agreement when the party receives Confidential Information from the other party.

Software

The client-side software or applications made available by Provider for Customer to install, download (whether onto a machine or in a browser), or execute as part of the Product.

Standard Terms

These Aida MSA Standard Terms, as published from time to time at aidalabs.io/terms/msa, adapted from the Common Paper Cloud Service Agreement Standard Terms v2.1.

Subscription Period

The period described in the Order Form during which Customer may access the Cloud Service.

Term of Confidentiality

Five (5) years from the date of disclosure, except for Confidential Information that constitutes a trade secret under Applicable Laws, which remains protected for so long as it qualifies as a trade secret. See Section 10.5.

Usage Data

Data and information about the provision, use, and performance of the Product and related offerings based on Customer's or User's use of the Product. For clarity, Usage Data does not include Customer Personal Data.

User

Any individual who uses the Product on Customer's behalf or through Customer's account.

Variable

A word or phrase that is highlighted and capitalised, such as Subscription Period or Governing Law.

AI · 1   AI Services

1.1Using AI Services

The AI Services are part of the Product and subject to the Agreement as supplemented by this AI Addendum. Customer may use AI Services by providing Input. The AI Services may generate Output in response to Input. Provider may copy, display, modify, distribute, and use Input to the extent necessary to provide the AI Services as contemplated by this AI Addendum. Customer authorises Provider to process Input for all such purposes.

1.2Restrictions

Without limiting the restrictions in the Agreement, Customer will not (and will not allow anyone else to): (a) use the AI Services for decision-making in a regulated industry or capacity without proper human oversight and review in compliance with Applicable Laws and applicable professional ethics, guidelines, and rules; (b) use the AI Services to violate, misappropriate, or otherwise infringe the intellectual property or other proprietary rights of others; or (c) falsely state Output was created by a human. Use of the AI Services is also subject to Provider's Acceptable Use Policy, available at aidalabs.io/aup.

1.3Model Training

1.4Non-Training Improvement

Subject to Section 1.3, Provider may use Input, Output, and Usage Data to provide, maintain, develop, and improve the AI System (for example, for service operation, safety, abuse prevention, performance debugging, and supportability), provided that such usage does not constitute Training.

AI · 2   Intellectual Property and Privacy

2.1Ownership

As between the parties, Customer (a) retains all right, title, and interest in and to all Input, and (b) owns all Output. To the extent permitted by Applicable Laws, Provider hereby assigns to Customer all right, title, and interest — if any — in and to Output.

2.2Personal Data

Nothing in this AI Addendum will reduce or limit Provider's obligations under Applicable Data Protection Laws regarding Personal Data that may be contained in Input. The DPA continues to apply.

2.3Rights to Input

Customer represents and warrants that it, all Users, and anyone submitting Input each have and will continue to have all rights necessary to submit Input to the AI Services.

AI · 3   Disclaimers

3.1Nature of AI

Due to the nature of artificial intelligence and machine learning, information generated by the AI Services may be incorrect or inaccurate. The AI Services are not human and are not a substitute for human oversight. Output generated by the AI Services may not be protectable as intellectual property.

3.2Similarity of Output

Output may resemble or be duplicative of data, information, and materials created by the AI Services for others. Provider does not represent or warrant that Output (a) does not and will not incorporate or reflect the data, information, prompts, or materials of others, (b) will not violate, misappropriate, or otherwise infringe upon the intellectual property or other proprietary rights of another person or entity, or (c) will not be reproduced in the same or similar way to another user of the AI Services.

AI · 4   Definitions

AI Services

The artificial intelligence or machine learning components of the Product, including the AI System and underlying Model(s) used to power Aida's natural-language analyst capability.

AI System

The artificial intelligence or machine learning application, program, and services layers of the AI Services, excluding the underlying Models.

Input

The data, information, prompts, or materials submitted by or on behalf of Customer or Users to the AI Services, including natural-language questions and the read-only SQL generated in response. Input excludes Feedback.

Model

A large language, machine-learning, or artificial-intelligence model.

Output

The data, information, or materials created by the AI Services in response to Input, including natural-language answers, generated SQL, query results, and Findings.

Train · Training

The use of data, information, or materials to create or improve a Model.

Adapted from Common Paper CSA v2.1, AI Addendum v1.0 and Mutual NDA v1.0 — © Common Paper, Inc., licensed under CC BY 4.0.