1. Introduction

1.1 These general terms of service ("Terms") govern the use and provision of the Service provided by Spinder Company Oy or its subsidiaries ("Service Provider") to the Customer as defined in the order form, and form part of the agreement ("Agreement") between the Customer and the Service Provider.

1.2 Capitalized terms not specifically defined in these Terms shall have the meaning given to them in the order form. Definitions are set out in Section 12 of these Terms.

2. Service

2.1 General

2.1.1 Subject to the terms of the Agreement, the Customer subscribes to and the Service Provider shall deliver the Services defined in the order form to the Customer.

2.1.2 The Service Provider shall endeavor to provide the Services for use around the clock every day, excluding downtime for maintenance and technical support. The Service Provider shall take reasonable measures to (i) perform maintenance activities in a manner that causes minimal disruption to the Service and (ii) notify the Customer in advance of any interruptions to the Service.

2.1.3 The Customer shall be responsible, at its own expense, for obtaining and maintaining the necessary hardware, software, and internet connections required to use the Service.

2.2 Account Management, Access Rights and Users

2.2.1 Persons designated by the Customer shall be granted administrator access rights ("Administrators"), enabling them to manage the Customer's account and end users. If any Administrator or end user is no longer entitled to use the Service, the Customer shall promptly notify the Service Provider.

2.2.2 The Customer shall ensure that all its Administrators and end users use the Service in accordance with these Terms and applicable legal requirements. The Customer shall also be responsible for the safekeeping of credentials and passwords related to Service use, as well as for all actions and omissions occurring through its account. If unauthorized use of the Service or related credentials is suspected, the Customer shall immediately notify the Service Provider.

2.2.3 The Customer shall provide each end user with their own individual access right, which may not be shared, assigned, or otherwise used by anyone else, unless otherwise stated in the Agreement.

2.3 Usage Restrictions

2.3.1 The Customer agrees not to (i) use the Service in a manner that infringes anyone's rights, violates the law, or is otherwise inappropriate, (ii) sublicense, sell, or otherwise transfer its right to use the Service, (iii) attempt to decompile, disassemble, or reverse engineer the Service or any part thereof, except to the extent expressly permitted by applicable law, (iv) modify, translate, localize, or create derivative works from the Service, (v) use any automated method for mass extraction of data or Output produced by the Service, (vi) use the Service to build a competing product or service, or (vii) use the Service in a manner that disproportionately loads, impairs, or attempts to disrupt the proper operation of the Service.

2.3.2 The Customer shall be responsible for the use of the Service on its own behalf and on behalf of its subsidiaries, Administrators, and end users, and for ensuring compliance with the usage restrictions set out in Section 2.3.1. If the Service Provider has reasonable grounds to suspect that the Customer (or an individual Administrator or end user) has breached Section 2.3.1, the Service Provider shall notify the Customer by email ("Service Notice") and request the Customer to promptly remedy the situation. The Service Provider may, upon providing written notice, temporarily suspend the Customer's (or an individual Administrator's or end user's) access to the Service if (i) the Service Provider has reasonable grounds to believe the breach is causing harm to the Service Provider, (ii) the Customer fails to comply with the reasonable deadline set in the Service Notice for remedying the breach, or (iii) the breach cannot be remedied. If the Customer fails to take the actions required in the Service Notice within 10 business days of the access suspension, the Service Provider may, without limiting its other rights and remedies, immediately terminate the Agreement by rescinding it for cause pursuant to Section 4.2.

3. Payments and Billing

3.1 Fees

3.1.1 The Customer shall pay the agreed fees for the Service, which (i) are set out in the Order Form/agreement or, unless otherwise stated in the Order Form/agreement, (ii) are charged in accordance with the Service Provider's standard pricing then in effect.

3.1.2 The Customer's obligation to pay fees is not (i) dependent on the delivery of any future functionality or feature unless otherwise agreed in writing between the parties, nor (ii) dependent on any statement not mentioned in the Agreement.

3.1.3 The Service Provider shall have the right to change the Service fees defined in this Agreement from the start of the next renewal period by providing notice of the change at least 45 days in advance.

3.1.4 If the Agreement is terminated, the Customer shall be obligated to pay all accrued fees before the termination date. Unless expressly stated otherwise herein, no fees already paid shall be refunded to the Customer, except for any prepaid fees for the period extending beyond the termination date of the Agreement. If the Customer terminates the Agreement without cause before the end of the current contract period, the Customer shall immediately pay all remaining fees for the remainder of the contract period in a single lump sum.

3.2 Payment Terms

3.2.1 Invoices shall be due and payable 30 days net from the date of the invoice.

3.2.2 If the Service Provider has not received a properly invoiced amount by the due date, the Service Provider shall have the right (without waiving any of its other rights) to: (i) charge late interest on the overdue amount at an annual rate of 12 percent, and (ii) suspend the Customer's access to the Service until the overdue payments have been paid in full, provided that the Service Provider has given notice of the suspension at least 10 business days in advance and the Service Provider has not received payment of the overdue amounts within that period. If late payments recur, the Service Provider may additionally require advance payment for future subscription periods or shorter payment terms.

3.2.3 Service prices do not include value-added tax or any other taxes, fees, duties, or similar public charges ("Taxes"). Applicable value-added tax and any other aforementioned Taxes shall be added to the prices and the Customer shall be responsible for their payment.

4. Contract Duration and Termination

4.1 Duration

4.1.1 The Agreement shall become effective on the earlier of the following dates: (i) the effective date ("Effective Date") or (ii) the date on which the Customer commences use of the Service, and shall remain in force for the initial service period defined in the Order Form ("Initial Period").

4.1.2 Unless the Agreement is terminated by (i) the Service Provider with at least 60 days' written notice or before the end of the then-current service period, or (ii) the Customer with one (1) month's written notice at any time, the Agreement shall automatically continue in force indefinitely.

4.2 Termination for Cause

Either party may, in addition to any other termination rights specifically mentioned in the Agreement, terminate the Agreement for cause by written notice if: (i) the other party materially breaches the Agreement and fails to cure the breach within 30 days of receiving written notice thereof; (ii) the other party becomes subject to insolvency proceedings, liquidation proceedings, winding-up, or assignment for the benefit of creditors, or becomes subject to regulatory proceedings; or (iii) the other party is declared bankrupt, ceases its business operations, or otherwise terminates its activities.

4.3 Effects of Termination and Survival

4.3.1 Upon termination of the Agreement for any reason, (i) the usage rights under Section 8.2 shall cease (except to the extent and for the period that the Service Provider is required to assist the Customer with data retrieval under Section 4.4), and (ii) all accrued amounts shall become immediately due and payable.

4.3.2 Upon termination of the Agreement, each party shall promptly return or, at the other party's instruction, destroy all confidential information of the other party in its possession.

4.3.3 All provisions and terms of the Agreement that are by their nature intended to survive termination shall remain in force after termination of the Agreement to the extent necessary to protect the rights and obligations of the parties. For the avoidance of doubt, the confidentiality obligations under Section 7.2 shall remain in force for 5 years after termination of the Agreement.

4.4 Effects of Termination and Provider Switching

This provision defines the Customer's rights and the Service Provider's obligations relating to switching the Service to another data processing service or transitioning to the Customer's own information and communication technology infrastructure pursuant to the EU Data Act (EU) 2023/2854.

4.4.1 General Principles and Initiation of the Switching Process

Notice period: The Customer shall have the right to initiate the provider switching process by providing written notice to the Service Provider. The notice period is two (2) months in accordance with Section 4.1.2.

Customer's notification: During the notice period, the Customer shall inform the Service Provider whether, upon expiry of the notice period, the Customer intends to: (a) switch to another named data processing service provider, (b) transfer its data and digital assets to its own infrastructure, or (c) solely have its transferable data and digital assets deleted from the Service.

Exit strategy support: The Service Provider commits to supporting the Customer's exit strategy and providing the Customer with relevant and reasonable information and support for planning and executing the switching process. Unless otherwise expressly agreed, the support and provision of information shall be carried out by means of documentation delivered by the Service Provider to the Customer.

4.4.2 Transition Period and Service Provider's Obligations

Transition period duration: The Service Provider shall enable the transfer of all transferable Customer data, applications, and digital assets to the destination indicated by the Customer without undue delay and no later than thirty (30) calendar days after expiry of the notice period defined above ("Transition Period").

Service Provider's obligations during the Transition Period: During the Transition Period, the Service Provider shall be obligated to: (a) provide the Customer and its authorized third parties with reasonable assistance in carrying out the switching process; (b) maintain the operation and continuity of the Service in accordance with the agreement and with customary diligence; (c) clearly inform the Customer of any known risks that may affect the continuity of the Service during the Transition Period; and (d) ensure a high level of data security throughout the process with respect to the infrastructure under the Service Provider's control, including the security of data during transfer, in accordance with applicable legislation.

Exception to the transition period: If the aforementioned 30-day transition period is not technically feasible, the Service Provider shall notify the Customer in writing with justification within 14 working days of the switching request. In such case, the Service Provider shall propose an alternative, technically justified transition period, which shall not exceed seven (7) months. Service continuity shall be guaranteed throughout the extended transition period.

Customer's right to extend the transition period: The Customer shall have the right to extend the transition period once by providing written notice to the Service Provider. The extension shall be appropriate and reasonable.

4.4.3 Transferable Data and Digital Assets

Transfer scope: The data and digital asset categories transferable during the switching process shall cover data entered by the Customer into the Service or directly generated through the Customer's use of the Service in machine-readable format ("Transferable Data").

Non-transferable data: Data categories related to the internal operation of the Service Provider's data processing service shall not be transferred (e.g., trade secrets and materials protected by the intellectual property rights of the provider or third parties).

4.4.4 Data Retrieval and Deletion

Data retrieval period: Upon expiry of the agreed Transition Period, a thirty (30) calendar day data retrieval period shall commence, during which the Customer shall still have access to its Transferable Data.

Final data deletion: Upon expiry of the data retrieval period, the Service Provider commits, and shall be entitled, to irrevocably delete all of the Customer's Transferable Data and digital assets from its systems (provided, however, that data may be retained in the Service Provider's backup systems in accordance with its customary retention and deletion cycle).

4.4.5 Termination of the Agreement

This Agreement shall be deemed terminated when: (a) the switching process has been successfully completed, or (b) the notice period has expired and the Customer has indicated that it only wishes to have its data deleted.

4.4.6 Switching Fees

Until January 12, 2027, the Service Provider may charge the Customer fees arising from the switching process. These fees shall not exceed the actual and direct costs incurred by the Service Provider from the switching process. Additionally, the compensation fee for early termination of fixed-term agreements as stated in the Order Form shall apply.

From January 13, 2027, the Service Provider shall not charge the Customer any fees related to the switching process, except for the compensation fee for early termination of fixed-term agreements as stated in the Order Form.

5. Indemnification

5.1 Service Provider's Liability

5.1.1 The Service Provider shall defend the Customer against all third-party claims alleging that the Customer's use of the Service in accordance with this Agreement infringes such third party's existing intellectual property rights, and shall indemnify the Customer for all damages, costs, and reasonable legal fees finally awarded against the Customer to the third party arising from such a claim.

5.1.2 If the Customer's use of the Service results in (or the Service Provider believes is likely to result in) an allegation of intellectual property infringement, the Service Provider may, at its sole discretion: (i) replace the Service with a substantially equivalent product or service; (ii) procure for the Customer the right to continue using the Service; or, if options (i) and (ii) are not commercially reasonable, (iii) terminate this Agreement and refund to the Customer prepaid unused fees. Notwithstanding Section 5.1.1, the Service Provider shall have no obligation to indemnify or defend the Customer to the extent that the third-party claim arises from (a) materials, data, or technology not provided by the Service Provider (alone or in combination with the Service), (b) data input by the Customer ("Input"), (c) Output produced by the Service that was generated from Input that violates the terms of the Agreement or where the Customer knew or should have known that the Output was likely to infringe a third party's rights, or (d) any modification or use of the Service that violates the Agreement.

5.2 Customer's Liability

The Customer shall defend the Service Provider against all third-party claims arising from Input or Output derived from Input that violates the terms of the Agreement or where the Customer knew or should reasonably have known that the Output was likely to infringe someone's rights, and the Customer shall indemnify the Service Provider for all damages, costs, and reasonable legal fees finally awarded against the Service Provider to the third party arising from such a claim.

5.3 Handling of Indemnification Claims

5.3.1 A party's liability in connection with the other party's claims under Sections 5.1 and 5.2 above shall be subject to the following conditions: The party subject to the claim ("Claim Recipient") shall (i) promptly notify the other party ("Responsible Party") in writing of the claim, (ii) grant the Responsible Party exclusive control over the defense and any negotiations of the claim (provided, however, that the Responsible Party may not enter into any settlement that binds the Claim Recipient to any liability or restricts its intellectual property rights or includes changes that do not unconditionally release the Claim Recipient from liability, without the Claim Recipient's written consent), and (iii) provide the Responsible Party with reasonable assistance in the defense and resolution of the claim at the Responsible Party's expense.

5.3.2 For the avoidance of doubt, in this Section 5, "claim against the Claim Recipient" also includes claims against the Claim Recipient's subsidiaries and their officers, directors, and employees.

6. Warranties and Liability Limitations

6.1 Service Characteristics and Customer Responsibilities

6.1.1 The Customer acknowledges that artificial intelligence and machine learning technology is continuously evolving. The Service Provider shall continuously strive to improve the accuracy, reliability, security, and usefulness of the Service. However, the Customer must be aware that due to the nature of artificial intelligence and machine learning, use of the Service may in some situations produce incorrect Output that does not correspond to actual persons, places, or facts. The Customer shall be responsible for evaluating the accuracy and quality of the Output in a manner appropriate for its intended purpose, for example, by reviewing the Output manually before using it. The Customer shall also be responsible for the legality of Customer Content, including ensuring that the use of Customer Content does not infringe the rights of any third party.

6.2 Service Warranties

6.2.1 During the term of the Agreement, the Service Provider warrants that (i) the Service shall substantially conform to the written service description provided by the Service Provider, and (ii) the Service shall be performed professionally.

6.2.2 The Service Provider further warrants that, to the best of its knowledge, the Service does not infringe the intellectual property rights of any third party.

6.2.3 If the Service fails to meet the warranties set out in Section 6.2.1, the Customer's sole and exclusive remedies (unless the Service Provider's gross negligence or willful breach is involved) shall be: (i) to demand correction of the defect, and (ii) if corrective measures are not taken or are not feasible at the Service Provider's commercial discretion and the defect is material, to exercise the right to terminate the Agreement pursuant to Section 4.2. In such termination, the Service Provider shall refund to the Customer any usage fees paid in advance, less the proportional usage benefit received by the Customer. The foregoing rights are the Customer's sole and exclusive remedies for defects in the Service.

6.2.4 Unless otherwise specifically warranted in these Terms, the Service is provided "as is," and the Service Provider makes no express or implied warranties (statutory or otherwise), including warranties of merchantability, fitness for a particular purpose, quality, accuracy, title, or non-infringement. The Service Provider does not warrant that the use of the Service will be uninterrupted or error-free. The Service Provider shall have the right, at its sole discretion, at any time to improve, expand, modify (including, taking into account Section 6.2.1, the removal of features), and correct the Service and any possible defects therein, even if such measures may temporarily impair the Customer's access to or use of the Service.

6.3 Implementation Work Warranties

6.3.1 The Service Provider warrants that all implementation or deployment work ("Implementation Work") that may be defined in the Agreement shall be performed professionally.

6.3.2 If the Service Provider breaches Section 6.3.1 (other than through gross negligence or willful misconduct), the Customer's sole and exclusive remedies shall be: (i) to demand correction of the defect such that the Service Provider shall re-perform the Implementation Work properly, (ii) if re-performance is not possible or would cause material harm to the Customer, to demand a reasonable price reduction or credit in proportion to the defect, and (iii) if corrective measures are not taken or are not reasonably feasible at the Service Provider's commercial discretion and the breach is material, to terminate the Agreement pursuant to Section 4.2. The foregoing rights are the Customer's sole and exclusive remedies for defects in Implementation Work.

6.4 Liability and Liability Limitations

6.4.1 Neither party shall be liable for indirect or consequential damages, or for any special, incidental, or consequential damages, including loss of profits or business opportunities, loss of data, costs of procuring substitute services, or other economic losses arising from or relating to this Agreement, even if the party has been advised of the possibility of such damages.

6.4.2 Except for (i) the Customer's payment obligations, (ii) the parties' obligations under Section 5 (Indemnification), and (iii) liabilities that cannot be limited by law (e.g., gross negligence or willful breach of contract), each party's aggregate liability under this Agreement shall not exceed the amount of Service fees paid by or accrued to the Customer during the 6 months preceding the date the claim arose.

6.4.3 The liability cap set out in Section 6.4.2 shall not apply if a party breaches Section 7.2 (Confidentiality) or the data processing agreement entered into between the parties. In such cases ("Elevated Claims"), each party's aggregate liability shall be limited to an amount not exceeding two (2) times the Service fees paid by or accrued to the Customer during the preceding 6-month period.

6.4.4 All claims for damages must be submitted in writing to the other party no later than 12 months from the date on which the injured party became aware or should have become aware of the event giving rise to the damage, and in any case no later than 6 months after the termination of the Agreement. Late claims shall not be considered.

6.4.5 The Service Provider acknowledges that the Customer's subsidiaries may use the Service if so agreed in the Order Form. The Customer shall be responsible for ensuring that its subsidiaries use the Service in accordance with the terms of the Agreement as if they were the "Customer" under this Agreement. However, only the Customer may submit claims under this Agreement, and its subsidiaries may not do so separately. The Customer shall be responsible for its subsidiaries as for itself, and the Service Provider may submit claims relating to subsidiaries' breaches of contract directly to the Customer.

6.4.6 The Customer shall be solely responsible for ensuring that the use of the Service and Outputs complies with all applicable export control laws and trade sanctions.

7. Confidentiality and Security

7.1 Confidential Information

7.1.1 "Confidential Information" means all information that either party ("Disclosing Party") discloses to the other party ("Receiving Party") orally or in writing, which (i) is marked as confidential or which, by the nature of the information and the circumstances of disclosure, is reasonably understood to be confidential, (ii) Customer Content, (iii) the Service, (iv) the terms of the Agreement, and (v) all business and marketing plans, technology and technical information, product plans and descriptions, and business processes that the parties disclose to each other in connection with the Agreement.

7.1.2 Notwithstanding the provisions of Section 7.1.1, Confidential Information shall not include information that (i) is or subsequently becomes publicly known without the Receiving Party breaching its confidentiality obligations; (ii) the Receiving Party already knew without any confidentiality obligation prior to the Disclosing Party's disclosure (as demonstrable by the Receiving Party's records); (iii) a third party lawfully discloses to the Receiving Party without any confidentiality obligation; or (iv) the Receiving Party independently develops without utilizing the Disclosing Party's Confidential Information (as demonstrable by the Receiving Party's records).

7.2 Confidentiality Obligation and Permitted Disclosures

7.2.1 The Receiving Party shall (i) keep the Disclosing Party's Confidential Information confidential, (ii) protect the other party's Confidential Information with at least the same degree of care (but no less than reasonable care) as it protects its own similar information, and (iii) not use Confidential Information for any purpose unrelated to the performance of obligations under this Agreement.

7.2.2 The Receiving Party may only disclose Confidential Information to its own employees, members of its governing bodies, advisors, representatives, subcontractors, or consultants who (i) have a need to know such information for the purpose of performing and administering the Agreement, and (ii) are bound by confidentiality obligations at least as strict as those set out in this Agreement. The Receiving Party shall be responsible for ensuring that the aforementioned parties comply with these obligations.

7.2.3 The Receiving Party may also disclose Confidential Information if required by law or by a competent court or authority. If the Receiving Party is compelled to disclose Confidential Information under mandatory law or order, it shall, to the extent not prohibited by law, promptly notify the Disclosing Party and provide the Disclosing Party with an opportunity to seek confidential treatment or other protective measures for the disclosed information prior to disclosure.

7.3 Data Security

7.3.1 Each party shall implement reasonable and appropriate technical and organizational measures to protect the security of access to and use of Confidential Information.

7.3.2 The Service Provider shall comply with its data security policy as published on its website (as in effect from time to time).

8. Intellectual Property Rights

8.1 General

8.1.1 The Service Provider and its subsidiaries or licensors own all rights to the Service, including without limitation all intellectual property rights therein, as well as all modifications, updates, and improvements thereto. Nothing in this Agreement shall be deemed a transfer or license of such rights unless expressly stated herein.

8.1.2 As between the parties, the Customer, its subsidiaries, and/or licensors own all rights, title, and interest in and to Customer Content.

8.1.3 The Customer acknowledges that Input submitted by the Customer to the AI system may be identical or similar to material submitted to the Service by other users. The Customer also accepts that (i) due to the nature of AI systems and machine learning, Output produced by the Service may not be unique across different customers/end users, and (ii) the Service may produce identical or similar results for the Service Provider or third parties. Questions submitted to the Service by other customers and answers produced by the Service for other customers shall not be considered the Customer's Input, Output, or Customer Content within the meaning of this Agreement.

8.2 Usage Rights

8.2.1 Provided that the Customer and its subsidiaries comply with this Agreement, the Service Provider grants the Customer and its subsidiaries a limited, non-exclusive, non-transferable, non-sublicensable (except to subsidiaries, if separately agreed), revocable license for the term of the Agreement, in the jurisdictions for which the Service is made available by the Service Provider, and for the number of users specified in the Order Form, to use and utilize the Services defined in the Order Form in the internal business operations of the Customer and its subsidiaries.

8.2.2 Provided that the Customer and its subsidiaries comply with this Agreement, the Service Provider grants the Customer and its subsidiaries a perpetual, non-exclusive, non-transferable, non-sublicensable (except to subsidiaries, if separately agreed), royalty-free right in the jurisdictions where the Service is available, to use any Deliverables provided by the Service Provider to the Customer in the internal business operations of the Customer and its subsidiaries. Unless otherwise expressly agreed in any applicable Statement of Work, the Service Provider retains all ownership rights in the Deliverables, except for Customer Content or derivatives thereof that the Deliverables may contain.

8.2.3 The Customer grants the Service Provider a limited, non-exclusive, non-transferable, non-sublicensable (except to subsidiaries), and revocable right for the term of the Agreement to use, store, copy, transfer, modify, and display Customer Content for the purpose of providing the Service in accordance with the Agreement. Except for this express license, the Customer retains all rights, title, and interest in and to Customer Content.

8.3 Feedback, Usage Data and Model Training

8.3.1 The Service Provider encourages the Customer (including Administrators and end users) to provide feedback, comments, ideas, suggestions, and improvement proposals ("Feedback") related to the Service. The Customer acknowledges that Feedback shall not be treated as confidential information, and the Service Provider may use Feedback without restriction and without obligation to provide compensation. All intellectual property rights arising from Feedback shall belong exclusively to the Service Provider.

8.3.2 The Service Provider may also collect Usage Data to develop, improve, maintain, and operate the Service. The Service Provider shall not disclose Usage Data to third parties except (i) in accordance with Section 7 or (ii) to the extent Usage Data has been aggregated and anonymized so that the Customer or its end users cannot be identified therefrom.

8.3.3 The Service Provider shall not use the Customer's Confidential Information for training generative or foundation AI models, nor permit its subcontractors to do so, unless separately agreed in writing (e.g., regarding fine-tuning).

9. Personal Data

When the Service Provider provides the Service to the Customer, it shall process personal data potentially contained in Customer Content on behalf of and in accordance with the instructions of the Customer pursuant to the data processing agreement entered into between the parties (including the processing terms of sub-processors mentioned in the data processing agreement). For the avoidance of doubt, it is additionally noted that Customer data (including personal data) shall always be stored within the European Economic Area, unless otherwise expressly agreed.

10. Miscellaneous Provisions

10.1 This Agreement does not create any partnership, association, agency, or joint venture relationship between the parties or their subsidiaries. The parties are independent of each other, and neither party has the right to bind the other party or make commitments on behalf of the other party without such party's prior written consent.

10.2 Unless otherwise stated in the Agreement, all notices, permissions, and approvals shall be made in writing and shall be deemed delivered when (i) delivered in person to the recipient; (ii) sent by mail and two business days have elapsed since posting; or (iii) sent by email and the sending date is at hand. Notices of Agreement termination shall be addressed to the Service Provider's support@revial.ai email address and to the Service Provider's Account Manager. All other notices under the Agreement shall be delivered to the contact persons of the parties defined in the Order Form.

10.3 A party's delay in or failure to exercise any right under the Agreement shall not constitute a waiver of such right. A party may waive the application of any term of the Agreement only by a written notice signed by a duly authorized representative of such party. A one-time waiver of or concession regarding any term of the Agreement shall not constitute a waiver thereof in the future or a waiver of other terms of the Agreement on a recurring basis.

10.4 If any provision of this Agreement is found to be wholly or partially invalid or unenforceable, this shall not affect the validity of the remaining parts of the Agreement. To the extent that the invalidity materially impairs the interests or performance of either party under the Agreement, the parties shall negotiate a reasonable amendment to remedy the situation.

10.5 Neither party may assign its rights or obligations under this Agreement without the other party's prior written consent (which shall not be unreasonably withheld). However, either party may, without the other's consent, assign the Agreement in its entirety: (i) to its own subsidiary, or (ii) in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets.

10.6 The Service Provider may use subcontractors in the delivery of the Service, provided that it complies with the confidentiality obligations in Section 7 and processes personal data in accordance with the data processing agreement entered into between the parties. The Service Provider shall be responsible for the acts and omissions of its subcontractors as for its own, and the Service Provider shall remain the Customer's sole point of contact in matters relating to the Service.

10.7 If reference use is separately agreed between the parties (for example, in an Order Form or via email), the Customer grants the Service Provider the right to use the Customer's trade name, trademarks, logos, and publicly made statements by the Customer as reference material for marketing and communication purposes, as evidence of the Customer as a customer of the Service Provider. At the Customer's written request, the Service Provider shall cease using such materials in accordance with such request and without undue delay.

10.8 Neither party shall be liable for delays or failures in the performance of its obligations under the Agreement to the extent caused by circumstances beyond its reasonable control that materially impair the performance of the party or its subcontractors (force majeure). Such force majeure events include, for example, natural disasters, epidemics or pandemics, war, terrorism, riots or other civil unrest, industrial action (such as boycotts, strikes, lockouts), government actions, customs and tariffs, telecommunications interruptions, internet service provider failures or widespread internet disruptions, and interruptions in the supply of electricity or other essential utilities.

10.8.1 A party invoking a force majeure event as a preventing factor under Section 10.8 above shall promptly take commercially reasonable steps to remove the impediment and mitigate its effects. If the performance of the Service is materially prevented for more than one (1) month due to such a force majeure event, either party shall have the right to terminate the Agreement by written notice without liability for damages.

10.9 This Agreement constitutes the entire agreement and understanding between the parties regarding the subject matter of the Service and supersedes all prior oral or written agreements, commitments, and representations made between the parties on the subject.

10.10 The Service Provider may amend these Terms (and their appendices) by publishing updated terms on its website. Notice of any amendment to the Terms shall be given 30 days prior to the amendment by email and in the software. However, the Service Provider may not amend the terms in a manner that reduces its obligations relating to the protection of confidential information without the Customer's express written consent.

10.10.1 If the Customer reasonably considers that any amendment to the terms has a materially adverse effect on it, it shall notify the Service Provider within 15 days of the publication of the amendment. If the Service Provider is unable to resolve the issue raised by the Customer (for example, by reinstating the previous term for the remainder of the period) within 15 days of the notification, the Customer may terminate the Agreement to take effect with 5 days' written notice without additional charges, and the Service Provider shall refund to the Customer any prepaid unused fees.

11. Governing Law and Dispute Resolution

11.1 This Agreement shall be governed by the laws of Finland, excluding its conflict of laws provisions.

11.2 Any disputes arising from this Agreement shall be finally settled by arbitration in accordance with the Expedited Arbitration Rules of the Finland Chamber of Commerce. However, the Arbitration Committee of the Finland Chamber of Commerce may, at the request of a party, decide that the dispute shall be settled under the Arbitration Rules of the Finland Chamber of Commerce instead of the Expedited Arbitration Rules, if the Arbitration Committee deems this appropriate considering the value of the dispute, the complexity of the case, and other relevant factors. The place of arbitration shall be Helsinki and the language of the arbitration shall be Finnish.

12. Definitions

"Subsidiary" means a party's parent company or any legal entity that is directly or indirectly under the control of the parent company or under common control therewith. "Control" means, in this context, the direct or indirect power to direct the management and operations of a legal entity, whether through ownership of voting shares, by contract, or otherwise.

"Confidential Information" is defined in Section 7.1.1.

"Disclosing Party / Receiving Party" is defined in Section 7.1.1.

"Deliverables" means all outputs (including software, where applicable) produced by the Service Provider for the Customer in connection with any customer-specific Implementation Work.

"Effective Date" means the date on which the order form (Order Form) is signed by duly authorized representatives of both parties.

"Elevated Claims" is defined in Section 6.4.3.

"Terms" is defined in Section 1.1.

"Implementation Work" means work or services performed by the Service Provider, as separately agreed by the parties in a Statement of Work, for the purpose of deploying the Service for the Customer (if such a Statement of Work has been made).

"Initial Period" is defined in Section 4.1.1.

"Input" means data, software, documents, third-party services, and other content (such as user-provided prompts) that the Customer or a party acting on its behalf stores, sends, inputs, or otherwise submits in connection with the use of the Service.

"Intellectual Property Rights" means all intellectual and industrial property rights, including patents, trademarks, trade names, service marks, domain names, design rights, utility models, copyrights, related rights, database rights, confidential know-how, trade secrets, and equivalent rights (whether registered or unregistered), including the right to apply for registration, throughout the world.

"Output" means the response or result produced by the Service that is returned to the Customer or on its behalf based on the Input provided in the Service.

"Receiving Party" is defined in Section 7.1.1.

"Renewal Period" is defined in Section 4.1.2.

"Service" means the Service Provider's Revial AI platform (AI SaaS service), consisting of a cloud service accessed through a browser-based user interface and/or desktop application (or, if separately agreed in the Order Form, through the Service Provider's APIs, plug-ins, or add-ons to other software), together with related documentation and modules delivered by the Service Provider or its subsidiaries to the Customer under this Agreement. The key features of the Service are described in the service description. For the avoidance of doubt, the "Service" does not include Customer Content or any possible Implementation Work.

"Statement of Work" means a document or documents separately agreed between the parties and appended to the Order Form, describing any Implementation Work and integrations that the Service Provider shall perform in connection with the Customer's deployment of the Service.

"Customer Content" means both Input and Output, collectively and individually.

"Contract Period" means the Initial Period and all subsequent Renewal Periods in total.

"Usage Data" means information and data that reflects the use, volume, duration, actions, features, visits, sessions, clicks, or similar interactions of the Customer and its end users with the Service, as well as any statistical or other analyses or derivative works based thereon. Usage Data does not include any Customer Content.