These terms of service and the Privacy Notice(s) below, together with any Pricing Agreement (together, these "Terms") form a contract between you and Askria Ltd, company number 13022948 (referred to as "us", "we", "our") and govern your right to access the websites and the use of and access to the Services by you, your Affiliates and users as part of a Subscription during the Term.

By accessing or using the Services or websites or authorizing or permitting any user to access or use the Services or websites, you are agreeing to be bound by these Terms. In the event of a conflict between these terms of service and our Privacy Notice, these terms of service shall prevail.

If you are using our Services for an organization, you are agreeing to these Terms on behalf of that organization, and in these Terms, “you,” “your,” and “Customer” refer to that organization. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and should not access or use the Services and/or websites.

In these Terms, you and we are individually referred to as a “Party” and collectively as “Parties”. You, as an individual, must be eighteen ("18") years or older to access the websites and register for and use the Services.

2. 1.DEFINITIONS

   When used in these Terms with the initial letters capitalised, in addition to the terms set out in the Pricing Agreement, the following terms have the following meanings:1.1.Account: means any accounts or instances created by or on behalf of you for access and use of the Subscription Services. You may have multiple Subscriptions which may be subject to separate and distinct Plans. For the avoidance of doubt, reference to an Account herein refers to (i) your trial account where a live account has not been activated; or (ii) your trial account and live account where the live account has been activated.1.2.Affiliate: means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.1.3.Aggregated Analytical Data: has the meaning set out in clause 10.2.1.4.Applicable Data Protection Law: means all laws and regulations applicable to the processing of Personal Data under these Terms, including laws and regulations of the United Kingdom, including, the GDPR.1.5.Alternative Financing Services: means the sourcing of investment capital for you through our Subscription Services, Documentation or otherwise, which may include our financing option stimulation engine, access to our established financing ecosystem and access to our database of alternative funders.1.6.Confidential Information: means all information disclosed by one Party to the other Party which is in tangible form and labelled “confidential” (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information may also include information disclosed to a disclosing Party by third parties. Notwithstanding the foregoing, Confidential Information shall not include any information which (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing Party; (b) becomes publicly known and made generally available after disclosure by the disclosing Party to the receiving Party through no action or inaction of the receiving Party; (c) is already in the possession of the receiving Party at the time of disclosure by the disclosing Party as shown by the receiving Party’s files and records prior to the time of disclosure; (d) is obtained by the receiving Party from a third party without a breach of such third party’s obligations of confidentiality; (e) is independently developed by the receiving Party without the use of or reference to the Confidential Information, as shown by documents and other competent evidence in the receiving Party’s possession.1.7.Data Migration: has the meaning set out in clause 10.1.1.8.Data Processing Addendum: means the data processing addendum as updated periodically and which is incorporated into these Terms by reference; or a separate addendum that the Parties have executed in this regard, as the case may be, pursuant to which we shall Process Personal Data forming part of your Service Data.1.9.Data Retention Period: has the meaning set out in clause 7.91.10.Documentation: means any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Subscription Services provided or made available by us to you or users through the Subscription Services or otherwise.1.11.Force Majeure and Other Events: has the meaning set out in clause 14.6.1.12.Group Companies: means Askria Ltd and its Affiliates.1.13.Initial Subscription Term: has the meaning set out in clause 7.1.1.14.Intellectual Property Rights: has the meaning set out in clause 4.1.1.15.Malicious Software: has the meaning set out in clause 3.2.1.16.Notice Period: has the meaning set out in clause 6.5.1.17.Other Subscription Services: has the meaning set out in clause 5.2.1.18.Payment Date: has the meaning set out in clause 6.1.1.19.Personal Data: means any information relating to an identified or identifiable natural person from the data which is submitted by you in respect of the provision and use of the Subscription Services, or as defined under Applicable Data Protection Law.1.20.Pilot Programme: means free of charge access to the Documentation and Services.1.21.Pricing Agreement: means an order form referencing these Terms and executed or approved by you and us with respect to your Subscription and/or Alternative Financing Services, which agreement may detail, among other things, the Plan applicable to a Subscription, the associated Subscription Fees and Alternative Financing Fees and other commercial details of our Services.1.22.Privacy Notice: means our privacy notice available at link as updated periodically and which is incorporated into these Terms by reference.1.23.Plan: means the Turtle, Zebra, Pegasus and Unicorn pricing plan that you choose in connection with a Subscription for the associated functionality and services, details of which vary from time to time.1.24.Pre-Release Offerings: has the meaning set out in clause 2.3.1.25.Remaining Subscription Fees: means an amount equal to the number of whole months remaining in the Term at the time of termination multiplied by the highest Subscription Fees for the Subscription Services earned by us in a calendar month during the Term.1.26.Renewal Subscription Term: has the meaning set out in clause 7.1.1.27.Services: means the Alternative Financing Services and / or Subscription Services you have opted for.1.28.Service Data: means all electronic data, information, text, messages or other materials, including Personal Data of users, submitted to the Subscription Services through an Account in connection with your access and use of the Subscription Services.1.29.Sensitive Data: has the meaning set out in clause 9.3.1.30.Subscription Services: means our cloud-based platform and related products and services, including, but not limited to, data room management, financial evaluation tools, databases of alternative financing companies, financial forecasting systems, communication support, and/or any new or updated services or features that we may introduce, including individually and collectively, any software, APIs and Documentation, all to which you subscribe to in accordance with the Plan selected.1.31.Sub-Process: has the meaning set out in clause 5.1.1.32.Subscription: means your subscription to the Subscription Services through a Plan of your choice for your access and use of an Account.1.33.Subscription Fee: means the fee payable by you to us for access to the Subscription Services under these Terms and any relevant Pricing Agreement(s).1.34.Taxes: has the meaning set out in clause 6.1.1.35.Term: has the meaning set out in clause 7.1.1.36.Third-Party Content: has the meaning set out in clause 5.2.1.37.User: means those individuals you authorize as users within an Account to use the Subscription Services by way of designated login credentials.1.38.Websites: means the websites that we operate.

3. 2.SERVICES AND RIGHTS OF USE

   2.1.These Terms govern your right to access and use the Subscription Services as part of a Subscription during the Term.2.2.Subject to your compliance with these Terms and solely during the Term, we grant you a limited, non-exclusive, non-transferable, non-assignable (except to the extent expressly permitted by clause 14.4 (Assignment)), worldwide (subject to applicable law) and revocable right to access and use the Subscription Services that you have subscribed to for your own internal business purposes. You may use the Documentation solely in connection with your use of the Subscription Services. Your Affiliates may be added as users under your Account.2.3.We may make pre-released features and functionalities available to you from time to time (“Pre-Release Offerings”) and/or invite you to the Pilot Programme. You may choose to sign up for Pre-Release Offerings and/or the Pilot Programme at your sole discretion. All restrictions and your commitments under these Terms shall apply to your access and use of Pre-Release Offerings and/or the Pilot Programme. We may disable, modify or discontinue Pre-Release Offerings and/or the Pilot Programme at any time in our sole discretion without notice to you. By using the Pre-Release Offerings and/or the Pilot Programme, you acknowledge and agree that: (i) the Pre-Release Offerings and/or the Pilot Programme shall be used only for evaluation and testing purposes; (ii) we provide the Pre-Release Offerings and/or the Pilot Programme on an “AS IS” and “AS AVAILABLE” basis, without any warranties; (iii) we shall not be liable for any liability arising from or relating to the Pre-Release Offerings and/or the Pilot Programme, including your use or inability to use such Pre-Release Offerings and/or the Pilot Programme; (iv) any feedback provided on the Pre-Release Offerings and/or the Pilot Programme is our property to use without obligation to you or any other third party; and (v) any and all information pertaining to the Pre-Release Offerings and/or the Pilot Programme shall be deemed to be our Confidential Information.2.4.You will be entitled to use the part of the Subscription Services available according to the Plan of your Subscription.2.5.At our discretion, we may provide Alternative Financing Services for the Alternative Financing Fee. Should you not have any success in raising capital as a result of the Alternative Financing Services, we may, at our sole discretion, agree to waive our entitlement to part of or the entire Alternative Financing Fee. For the avoidance of doubt, we are under no obligation to provide the Alternative Financing Services and shall not be in breach of any obligation or these Terms if you fail to achieve the Alternative Financing at any point in time.2.6.The Services should not be relied upon as formal legal, accounting, financial or professional advice. You should seek independent professional advice in relation to your specific matter.

4. 3.YOUR RESPONSIBILITIES

   3.1.You are solely responsible for:3.1.1.your access and use of the Subscription Services in compliance with these Terms;3.1.2.Providing us with and keeping current complete and accurate registration and Account information.3.1.3.Maintaining the confidentiality of unique login information, credentials, and passwords associated with your Account, and the privacy and security of your Account.3.1.4.Monitoring all activities that occur within your Account and notifying us immediately of any unauthorized access or use of your Account, log-in information, credentials, or passwords, or any unauthorized activity in your Account.3.1.5.Ensuring that your use of the Subscription Services to store, process, and transmit Service Data is compliant with applicable laws and regulations, including Applicable Data Protection Laws.3.1.6.Immediately ceasing use of the Subscription Services for a prohibited activity or purpose if we inform you that a specified activity or purpose is prohibited with respect to the Subscription Services.3.1.7.Taking responsibility for the accuracy, quality, and legality of Service Data, the means by which you acquired Service Data, and your use of Service Data with the Subscription Services or Other Subscription Services.3.1.8.Determining whether the Subscription Services or the information generated thereby is accurate or sufficient for your purposes.3.2.You agree, on behalf of yourself and your users, not to (i) use the Subscription Services or permit the Subscription Services to be used to perform any billing, processing of data, or any related services for any third party, or otherwise license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Subscription Services available to any third party, other than users in furtherance of your internal business purposes as expressly permitted by these Terms; (ii) use or permit the use of the Subscription Services or any software, hardware, application or process in a manner that interferes, disrupts, or otherwise breaches the security, integrity, policies or procedures of the Subscription Services, or any servers, systems or networks connected to the Subscription Services, or harasses or interferes with our other customers’ use and enjoyment of the Subscription Services; (iii) or attempt to decipher, decompile, reverse engineer, disassemble, reproduce, copy or otherwise access or discover or attempt to derive the source code or underlying programme of any software making up the Subscription Services or gain unauthorised access to the Subscription Services or our other customers’ accounts, servers, systems or networks; (iv) falsely imply any sponsorship or association with us; (v) remove, modify, infringe upon, or misuse any trade marks, trade names, service marks, service names, logos or brands, copyright or other proprietary notices on the Subscription Services or the Documentation, or add any other markings or notices to the Subscription Services or the Documentation; (vi) use the Subscription Services to knowingly post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libellous, obscene, discriminatory or promotes any financial exploitation or a criminal activity; (vii) modify, port, adapt, translate or create any derivative work based upon the Subscription Services or the Documentation or use the Subscription Services to evaluate its functionality or performance for competitive purposes, including for developing any similar application, product or service; (viii) use the Subscription Services to knowingly post, transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, worms or cancelbots or any other similar harmful software (“Malicious Software”); (ix) use the Subscription Services for the purposes of cookie tracking, ad exchanges, ad networks, data brokerages, pyramid schemes, or sending electronic communications (including unsolicited emails) in violation of applicable law; (x) use or attempt to use the Subscription Services in violation of applicable laws and regulations, including PCI DSS, or in violation of third party rights, these Terms, the Documentation or API policies; or (xi) access or use the Subscription Services if you are a competitor of the Group Companies.

5. 4.INTELLECTUAL PROPERTY RIGHTS

   All right, title and interest in and to all of our patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and other intellectual property and/or proprietary rights in or related to the Subscription Services, including the websites and Documentation, and any part of it (collectively, our “Intellectual Property Rights”), are owned or licensed by and shall remain exclusively with us and/or the Sub-Processors. Subject to the limited rights expressly granted by us to you in clause 2 (Right to use the Subscription Services) of these Terms, you do not have any right, title to or interest in our ​Intellectual Property Rights. You hereby grant us (i) a limited licence to process and disclose Service Data for the purposes of and as permitted under these Terms; (ii) a fully paid-up, royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual licence to request and incorporate any feedback, suggestions, recommendations, enhancement requests about the Subscription Services that you may provide us; and (iii) a fully paid-up, royalty-free, worldwide, transferable licence to use your name and logo to identify you as our customer on the websites or in other sales or marketing materials, provided that we will not issue any press release without your prior consent.

6. 5.SUB-PROCESSORS, OTHER SERVICES AND THIRD-PARTY CONTENT

   5.1.We may engage certain third parties to assist in the provision of Subscription Services (each a “Sub-Processor”), whose products or services form an integral part of the Subscription Services that we provide. The products and services provided by the Sub-Processors do not include any of the Other Subscription Services (as defined below).5.2.You may at your discretion, (a) integrate with the Subscription Services, certain third-party products and services (“Other Subscription Services”); or (b) use links in the Subscription Services to third-party websites, resources or content (“Third-Party Content”), whereby each of such service or content is governed by the respective third party’s terms and privacy policies. You understand that we do not warrant, endorse or assume any liability or responsibility with respect to Other Subscription Services or Third-Party Content, including your enablement or use thereof, any sums due or transactions thereunder, or provision of any support. You agree to address any comments, queries, complaints or feedback about such Other Subscription Services and Third-Party Content with the respective third party provider of the Other Subscription Services or Third Party Content. By enabling the Other Subscription Services, you understand that data may flow between the Subscription Services and the Other Subscription Services.

7. 6.BILLING AND PAYMENTS

   6.1.You shall be charged the Subscription Fee based on the Plan you choose for the Subscription Services. Your access to the Subscription Services shall commence on the day we deduct the Subscription Fee from your bank account (“Payment Date”). We shall deduct the Subscription Fee from your bank account on a monthly basis, on the same day of each calendar month as the Payment Date (unless a calendar month has fewer days than the Payment Date, in which case the Subscription Fee shall be deducted on the last day of such calendar month). Unless otherwise specified in these Terms or in a Pricing Agreement, the Subscription Fees are (i) payable and due in full immediately upon each due date with respect to a Subscription until your Subscription is terminated in accordance with these Terms; (ii) non-refundable; and (iii) exclusive of any taxes, levies, duties, fees or other amounts assessed or imposed by any government authority (“Taxes”), for which you are solely responsible. You authorize us and/or our authorized agents, as applicable, to bill and automatically charge you the Subscription Fee, including for any Renewal Subscription Term (as defined below). You must notify us of any change in your payment account information, either by updating your Account or via email to hello@askria.ai. If agreed in a Pricing Agreement, you may be entitled to a discount of the Subscription Fee.6.2.Where we do not receive payment towards the Subscription Fees within the due date for a Subscription, you shall be notified of such non-payment. We must receive payments within a maximum of fourteen (14) days from the date of our notice to you, failing which, in addition to our right to other remedies available under law, we may (i) charge an interest for late payment at 1.5% per month on the outstanding balance; (ii) suspend your access to and use of the Subscription Services until we receive your payment towards the outstanding Subscription Fees; and/or (iii) terminate the Subscription in accordance with these Terms. In the event you in good faith dispute any charges invoiced by us, you shall promptly pay all undisputed charges within the due date and shall notify us in writing of any such disputed amounts within fourteen (14) days of the due date, identifying in reasonable detail your reasons for the dispute and the nature and amount of the dispute. All amounts not timely and appropriately disputed by the due date shall be deemed final and not subject to further dispute.6.3.You may upgrade between the Plans during the Term. When you upgrade, the new Subscription Fees become immediately applicable. Upon upgrade, the new Subscription Fees for the subsisting month would be charged on a prorated basis and shall be payable in accordance with clause 6.1. Subsequent months will be charged in full according to the new Plan’s Subscription Fees and any credits will be adjusted appropriately.6.4.You may request to downgrade between the Plans after the Initial Subscription Term by emailing us at hello@askria.ai. The new Plan will start on the first day of the next Billing Cycle and you shall be able to access the services provided from your previous Plan for the rest of the Billing Cycle in which you requested the downgrade.6.5.If we decide to change the Subscription Fee, we will inform you of the change by to the email address associated with your Account at least thirty (30) days’ before implementing that change (“Notice Period”). If you accept the change, you do not need to do anything. If you do not accept the change, you should inform us during the Notice Period by email to hello@askria.ai6.6.You are expected to adhere to the agreement and fulfill any financial obligations or settle fees arising from the Services you have chosen. Failure to comply will result in us initiating legal proceedings.

8. 7.TERM, TERMINATION AND SUSPENSION

   7.1.Unless otherwise contained in a Pricing Agreement or Plan, a Subscription is valid for the period of time stated in the Plan you choose for the Subscription Services from the start date set forth in a Pricing Agreement (“Initial Subscription Term”) and shall renew automatically for the same period (“Renewal Subscription Term”) unless terminated earlier by either Party in accordance with these Terms. For the purposes of these Terms, “Term” shall mean the Initial Subscription Term and any Renewal Subscription Term(s).7.2.Unless otherwise contained in a Pricing Agreement or Plan, to discontinue renewal of or otherwise modify a Subscription, either Party must notify the other Party in writing at least thirty (30) days prior to the expiration of the subsisting Term. You may terminate a Subscription at any time after the Initial Subscription Term by raising a request for cancellation of your Subscription within your Account and ceasing all use of the Subscription Services. For avoidance of doubt, such discontinuation or modification will not have any effect on the subsisting Term and the associated payment obligations.7.3.Either Party may terminate the relevant Subscription(s) or these Terms for the other Party’s material breach of these Terms where such material breach has not been cured within thirty (30) days of notice by the aggrieved Party to the defaulting Party. Where the aggrieved Party reasonably believes a material breach cannot be cured, these Terms may be terminated with immediate effect.7.4.Notwithstanding anything contained herein, either Party may terminate these Terms without notice if the other Party becomes insolvent, makes or has made an assignment for the benefit of creditors, is the subject of proceedings in voluntary or involuntary bankruptcy instituted on behalf of or against such Party (except for involuntary bankruptcies which are dismissed within sixty (60) days), or has a receiver or trustee appointed for substantially all of its property.7.5.In the event of your actual or threatened breach of these Terms, including any suspected unauthorized activity on your Account or non-payment of Subscription Fees, we have the right to suspend all or part of your Subscription(s). You agree to cooperate with us in any investigation into any unauthorized activity and where your breach remains uncured for fifteen (15) days following written notice, we reserve the right to terminate the Subscription and/or these Terms with immediate effect.7.6.Upon any termination of a Subscription, all rights granted to you hereunder will immediately cease. We shall not be liable to you or any other third party for suspension or termination of your Subscription if done in accordance with these Terms.7.7.Unless otherwise agreed between the Parties, termination of these Terms shall mean automatic termination of all Subscriptions associated with these Terms. These Terms shall automatically terminate when all associated Subscriptions expire or are terminated, and your payment obligations thereunder are fulfilled.7.8.If you suspend your Account or fail to pay the Subscription Fee, we will continue to store your Account’s Service Data in case you wish to reuse the Account and Services.7.9.Following termination or expiration of a Subscription, we will retain that Account’s Service Data for twelve months’ from such date of termination or expiration (“Data Retention Period”). Upon the expiration of the Data Retention Period, we will no longer have an obligation to maintain or provide you or your users access to Service Data. Thereafter, unless required for compliance with applicable laws and regulations, or as necessary to protect, defend or establish our rights, or defend against potential claims, we reserve the right to destroy all Service Data in our possession; provided, however, that we may retain Service Data to the extent required for compliance with applicable laws and regulations, or as necessary to protect, defend or establish our rights, or defend against potential claim. You agree that you are solely responsible for exporting Service Data prior to termination of a Subscription, and if you require our assistance for exporting Service Data during the Data Retention Period, you may be required to pay a reasonable fee to us.7.10.Unless waived by us in writing or where the total Subscription Fees has already been prepaid, if a Subscription is terminated by you in accordance with clause 7.2 or by us in accordance with clauses 7.3, 7.4 or 7.5 of these Terms, in addition to other amounts you may owe us, you must immediately pay the Remaining Subscription Fees.7.11.Where you terminate a Subscription in accordance with clause 7.3 of these Terms, you are not required to pay the Remaining Subscription Fees or where you have prepaid the total Subscription Fees, you may be eligible for a refund of the unused Subscription Fees for Subscription Services not rendered from the date of such termination.

9. 8.CONFIDENTIALITY

   8.1.Each of the Parties will protect the other’s Confidential Information from unauthorised access, use or disclosure in the same manner as each of the Parties protects its own confidential information, and in any event, no less than reasonable care. Except as otherwise expressly permitted pursuant to these Terms, each of the Parties may use the other’s Confidential Information solely to exercise its respective rights and perform its respective obligations under these Terms and shall disclose such Confidential Information solely to those of its respective Affiliates, employees, representatives and agents who need to know such Confidential Information and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information. For the purposes of these Terms, your Confidential Information includes Service Data, and our Confidential Information includes the Subscription Services, Documentation, and the contents of these Terms and Pricing Agreement(s).8.2.The receiving Party may disclose Confidential Information of the disclosing Party to the extent compelled by law or a court or other judicial or administrative body. The receiving Party shall make reasonable efforts to notify the disclosing Party of such compelled disclosure in writing (to the extent legally permitted). The receiving Party will take reasonable measures to protect the Confidential Information from undue disclosure as if it were the Party’s own confidential information being requested.8.3.Subject to these Terms, the receiving Party will return to the disclosing Party all Confidential Information of the disclosing Party in the receiving Party’s possession or control and permanently erase all electronic copies of such Confidential Information promptly upon termination of the relevant Subscription(s) and/or these Terms. At the disclosing Party’s request, the receiving Party will certify in writing that it has fully complied with its obligations under this clause 8 (Confidentiality).8.4.All confidentiality obligations shall remain in force and effect for the Term plus one (1) year. The provisions of this clause 8 (Confidentiality) shall supersede any non-disclosure agreement between the Parties entered prior to these Terms that would purport to address the confidentiality of Confidential Information and such agreement shall have no further force or effect with respect to Confidential Information.

10. 9.DATA SECURITY AND PRIVACY

    9.1.We use appropriate technical and organisational measures to protect the Service Data. The measures used are designed to provide a level of security appropriate to the risk of processing of the Service Data.9.2.You understand that the Group Companies and Sub-Processors shall process Service Data (a) in accordance with these terms, Applicable Data Protection Laws, the Privacy Notice (to the extent applicable), the Data Processing Addendum and any other agreement or addendum executed by the Parties relating thereto; (b) as otherwise authorised by you; and (c) as required for compliance with applicable law. You acknowledge and agree that the Group Companies and Sub-Processors may also process information about you, your Subscription and Account and users, including Service Data, to (i) provide the Subscription Services and perform its obligations under these Terms, including, without limitation, to respond to your support requests; (ii) demonstrate new features, products, and services (iii) comply with the law or respond to lawful requests or legal process; (iv) professionals and advisors in order to protect the Group Companies’ or your customers’ or partners’ rights or property; and (v) act on a good faith belief that such disclosure is necessary to protect the personal safety or avoid violation of applicable law or regulation.9.3.You represent and warrant that you have the necessary consents, permissions, authorisations and right to allow us to process and transfer Service Data in accordance with these Terms, the Privacy Notice (to the extent applicable), the Data Processing Addendum and any other agreement or addendum executed by the Parties, including processing and transfer of Service Data in and to countries which may have different privacy laws from your country of residence or establishment. You understand that it shall be your responsibility to inform your users (including on our behalf, as applicable) about the processing of their Personal Data in accordance with these Terms, the Privacy Notice (to the extent applicable), the Data Processing Addendum and any other agreement or addendum executed by the Parties, and, where required, obtain necessary consent or authorisation for your or our use of any Personal Data that you provide us or is collected as part of your use of the Subscription Services. Unless we explicitly agree otherwise in writing, you shall not provide Sensitive Data at any time to the Subscription Services, and we will have no liability whatsoever for and in connection with the Sensitive Data. For purposes of these Terms, “Sensitive Data” means (i) social security number, passport number, driver’s license number, or similar identifier (or any portion thereof), (ii) employment, financial, genetic, biometric or health information, (iii) racial, ethnic, political or religious affiliation, trade union membership, or information about sexual life or sexual orientation, (iv) account passwords, (v) date of birth, (vi) criminal history, (vii) mother’s maiden name or (viii) any other information or combinations of information that is deemed sensitive under the legal framework of any applicable jurisdiction.

11. 10.OTHER DATA SERVICES

    10.1.You may, at any time during the Term, request that we import data into your Account (“Data Migration”). You hereby understand and acknowledge that the Group Companies may access and process your data in connection with providing support during such Data Migration.10.2.The Group Companies and the service providers they use may aggregate and analyse technical and other data regarding your use of the Subscription Services that is non-personally identifiable with respect to you and your users (“Aggregated Analytical Data”). We will not identify you or users as the source of any Aggregated Analytical Data. The Group Companies and the service providers they use shall process and enrich the Aggregated Analytical Data in its systems to (i) provide, support, improve, enhance and operate the Subscription Services and its availability; (ii) develop new features, products and services; (iii) compile statistical reports and record insights into usage patterns; and (iv) perform its obligations under these Terms.

12. 11.DISCLAIMER OF WARRANTIES

    11.1.We warrant that the Services will perform in all material respects in accordance with the Documentation provided to you. Save the foregoing warranty, the Subscription Services and all server and network components, are provided on an “as is” and “as available” basis and we, on behalf of ourselves, the other Group Companies and the Sub-Processors, disclaims any and all representations and warranties, whether express, implied, statutory or otherwise, including without limitation the implied warranties of non-infringement, merchantability and fitness for a particular purpose.11.2.You acknowledge that we, on of behalf ourselves, the other Group Companies and the Sub-Processors, do not warrant that access to the services which is provided over internet and various telecommunications networks, all of which are beyond our control, will be error-free, uninterrupted, timely, secure or free from viruses or other malicious software, will meet your quality and performance requirements, or will be corrected for any defects within a stipulated period pursuant to any service level agreement.11.3.We do not warrant, endorse, guarantee or assume responsibility for Other Subscription Services (including any payment gateway service provider) or Third-Party Content. Notwithstanding any security or other measure that may be provided by us, you assume the entire risk of and shall not hold us responsible for any alteration, compromise, corruption or loss of Service Data, except to the extent caused by our wilful breach of these Terms.11.4.You further acknowledge and agree that we (i) are not a bank or other chartered depository institution; (ii) will not hold any sum of amount for you; and (iii) do not provide, and are not responsible for, any legal or accounting advice as we are not a law firm or an accounting firm. Accordingly, you agree that we will not be responsible for your compliance with any applicable laws or any amounts related to any credit card or payment transactions.11.5.We are not regulated by the U.S. Securities and Exchange Commission (SEC), European Securities and Markets Authority, Financial Conduct Authority (FCA) or the Financial Industry Regulatory Authority (FINRA). Our Service is not intended to provide funding advice or participate in any regulated activities. Any information, content, or tools provided on our Service should not be construed as a recommendation or endorsement.11.6.While our Service provides digital tools and resources to assist companies in their journey towards raising financing, we make no assurance or guarantee that utilizing our Services will result in the successful raising of funds. The effectiveness and outcome of fundraising efforts depend on various factors, including market conditions, investor interest, and the company's unique circumstances. We do not guarantee the availability of investors or the amount of funds that may be raised through our Services.11.7.Our Services provide companies with digital tools and resources designed to assist them in their fundraising efforts. These tools may include features such as collaterals, financial modelling, and communication tools. However, the use of these tools does not guarantee fundraising success, and we do not provide any assurance regarding the accuracy, effectiveness, or suitability of these tools for a particular purpose.11.8.We strive to provide accurate and reliable information on our Service. However, we do not warrant the accuracy, completeness, or reliability of any information, content, or tools provided on our Service. The use of our Service is at your own risk, and we disclaim all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.11.9.To the extent permitted by applicable law, we shall not be liable for any direct, indirect, incidental, consequential, or exemplary damages arising out of or in connection with the use of our Service, including but not limited to any loss of data, revenue, or profits, whether based on warranty, contract, tort, or any other legal theory, even if we have been advised of the possibility of such damages.11.10.We reserve the right to modify, suspend, or discontinue any aspect of our Service at any time, without prior notice. We may also revise this Policy from time to time, and the updated version will be effective immediately upon posting. Your continued use of our Service after any such changes will constitute your acceptance of the revised Policy. You agree to indemnify, defend, and hold us harmless from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in connection with your use of our Service, your violation of any term of this Policy, or your violation of any rights of any third party.

13. 12.LIMITATION OF LIABILITY

    12.1.To the fullest extent permitted by applicable law, in no event shall either party, its respective affiliates, officers, directors, employees, agents, suppliers, licensors or service providers (and, with respect to us, the Sub-Processors) be liable for any indirect, punitive, cover, special, exemplary, incidental or consequential damages of any type or kind (including, without limitation, damages for lost profits, lost revenue, lost sales, lost goodwill, loss of use or lost content, impact on business, business interruption, loss of anticipated savings, loss of business opportunity), however caused, under any theory of liability, including, without limitation, contract, tort, warranty, breach of statutory duty, negligence or otherwise, even if advised of the possibility of such damages or could have foreseen such damages.12.2.To the maximum extent permitted by applicable law, the aggregate liability of each Party, its respective affiliates, officers, employees, agents, suppliers, licensors, and service providers (and, with respect to us, the Sub-Processors) relating to the Subscription Services, use thereof and these Terms shall be limited to an amount equal to the Subscription Fees paid or payable by you in the six (6) months prior to the first event or occurrence giving rise to such liability, in connection with the Subscription to which the claim relates. For clarity, the above limitations shall not limit your payment obligations to us for the Subscription Services.12.3.No claim may be pursued by you more than one (1) year after the facts giving rise to such claim have arisen.12.4.In jurisdictions which do not permit the exclusion of implied warranties or limitation of liability for incidental or consequential damages, each Party’s liability will be limited to the greatest extent permitted by law.12.5.This liability limitation forms an essential basis of the bargain between the parties and shall survive and apply even if any remedy specified in these terms do not fully compensate you for any loss or are found to have failed its essential purpose.

14. 13.SURVIVAL

    13.1.Clauses 3 (your Responsibilities), 4 (Intellectual Property Rights), 6 (Billing and Payments), 7 (Term, Termination and Suspension), 8 (Confidentiality), 9 (Data Security and Privacy), 11 (Disclaimer of Warranties), 12 (Limitation of Liability), 13 (Survival), and 14 (Miscellaneous) of these Terms and such other provisions that by their nature are intended to survive termination, shall survive any expiration or termination of these Terms.13.2.Expiration and/or termination of these Terms shall not limit either Party’s liability for obligations accrued as of or prior to such expiration or termination, as applicable or for any breach of these Terms.

15. 14.MISCELLANEOUS

    14.1.Parties. The Parties are independent contractors. Nothing in these Terms shall be deemed to constitute a partnership, joint venture, employment or franchise between the Parties, nor constitute any Party as the agent of the other Party for any purpose or entitle any Party to commit or bind the other Party in any manner.14.2.Entire Agreement and Revisions. These Terms, including any exhibits and Pricing Agreement(s), constitute the entire agreement, and supersede all prior or contemporaneous, written or oral understandings, communications or agreements between the Parties regarding such subject matter, including any click-wrap terms. Any use of your pre-printed forms, such as purchase orders, are for convenience only, and any pre-printed terms and conditions set forth in your printed forms that are in addition to, inconsistent or in conflict with, or different than these Terms shall be null and void. Neither commencement of performance, nor failure to object to any additional or different terms and conditions from you, nor provision of Subscription Services, by, in each case, us or the other Group Companies shall constitute an acceptance of any terms and conditions proposed by you that are in addition to, inconsistent or in conflict with, or different than these Terms. In the event of a conflict between any Pricing Agreement and these Terms, the Pricing Agreement shall prevail to the extent it is intended to. We may amend these Terms from time to time by posting the most current version on our website, in which case the new Terms will supersede prior versions. Please check these Terms periodically to take notice of changes as they will be binding on you. If an amendment materially affects your rights, we will notify you (by, for example, sending a message to the email address associated with your Account, or posting on our blog or on the website or as a notification inside the Subscription Services). Your continued use of the Subscription Services following the effective date of any such amendment may be relied upon by us as your acceptance of any such amendment. If you do not agree to an amendment, you may terminate your use of the Subscription Services or request us to terminate the provision of our Subscription Services to you.14.3.Severability and Waiver. In the event any provision of these Terms is held to be invalid or unenforceable, the valid or enforceable portion thereof and the remaining provisions of these Terms will remain in full force and effect. Any waiver (express or implied) by any Party of any right under these Terms shall not constitute a waiver of any other or subsequent default or breach.14.4.Assignment. We may assign or transfer all or any part of these Terms or our rights under these Terms or delegate the performance of our duties under these Terms in whole or in part to any of the other Group Companies, or in connection with any acquisition, consolidation, merger, reorganisation, transfer all or substantially all of our assets or other business combination, or by operation of law without your consent and without providing notice. We may subcontract our obligations hereunder, provided that we shall at all times remain responsible for the performance of the subcontractor. You may not assign or transfer these Terms without our prior written consent. Notwithstanding the foregoing, you may assign or transfer these Terms, in whole, in connection with any acquisition, consolidation, merger, reorganisation, transfer all or substantially all of your assets or other business combination, or by operation of law without our written consent, provided that such assignment or transfer is not in favour of a competitor of ours. You agree to provide us notice of such assignment or transfer no later than its effectiveness and to not default in any of your payment obligations under these Terms. Subject to the foregoing, these Terms will bind and benefit the Parties and their respective successors and permitted assigns.14.5.Third Party Beneficiaries. Except as expressly provided in these Terms, nothing in these Terms, express or implied, is intended to confer upon any party (other than the Parties hereto, their respective successors and permitted assigns and the Sub-Processors) any rights or obligations, to enforce these Terms.14.6.Force Majeure and Other Events. We shall not be liable for inadequacy of or irregularity in the Subscription Services caused by (i) any circumstance beyond our reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, pandemics or epidemics, strikes or other labour problems, technical failures (including failures in telecommunications, internet, internet service provider or hosting facilities, power shortages) or acts undertaken by third parties, including without limitation, denial of service attacks; (ii) sub optimal functionality, availability or downtime of your payment gateway and/or ‘Other Subscription Services’; or (iii) your, users’ use of the Subscription Services in an unauthorised, improper or unlawful manner; or for any misuse or modification or damage of the Subscription Services caused by you or your users; or any breach of these Terms by you or users (collectively, the “Force Majeure and Other Events”).14.7.Anti-Corruption. You agree that you have neither been offered nor received any illegal or improper bribe, payment, kickback, gift, or thing of value from any of our employees or agents in connection with these Terms. Reasonable gifts and entertainment provided in the ordinary course of business in accordance with applicable policies and laws do not violate the above restriction. If you learn of any violation of the above restriction, you will use reasonable efforts to promptly notify us.14.8.Notices. All notices under these Terms must be delivered by email. When we give notice, we will deliver it to the email address associated with your Account, and when you give notice, you must do so to the email address hello@askria.ai. Such written notice will be deemed given the next business day following the date delivered.14.9.Restrictive Covenant. Each party acknowledges and agrees that, during the Term of this Agreement and for a period of one (1) year following the termination of this Agreement, they will not, individually or in conjunction with others, directly or indirectly solicit, induce or influence any of the other party’s employees or recruit, solicit or otherwise influence any employee of the other party to discontinue his/her employment or agency relationship with the other party. In the event of a violation of the terms of the restrictive covenants in this section, the parties acknowledge and agree that the damages to the other party would be difficult or impracticable to determine, and in such event, the party that breached this term will pay the other party as liquidated damages and not as a penalty an amount equal to one hundred thousand dollars (£100,000) or the amount that the other party paid to that employee in the one (1) year period immediately preceding the date on which the party that breached this restriction, whichever is greater. In addition to and without limitation of the foregoing, any solicitation or attempted solicitation for employment directed to a party’s employees by the other party will be deemed to be a material breach of this Agreement, in which event the affected party shall have the right, but not the obligation, to terminate this Agreement.14.10.Governing Law and Jurisdiction. Including non-contractual disputes, these Terms shall be governed by the laws of England and Wales. You hereby expressly agree to submit to the exclusive jurisdiction of England and Wales for the purpose of resolving any dispute relating to these Terms or your access to or use of the Services.