These general terms of use (thereafter “ToUs”) govern the use and provision of the services provided by Gatewai Technologies & Services SAS (Copilex) and its affiliates (thereafter “Copilex”) to companies, individuals, and/or other legal entities that subscribed to the services via any type of online or offline purchase order (“Purchase Order”), (thereafter “Clients”), as well as all Client’s end users in the context of a multi-seat subscription (thereafter “End-Users”) (Clients and End-Users are thereafter together referred to as “Users”).

These ToUs form part of the Client Agreement between Copilex and its Clients, save for any contrary provision included in any applicable Enterprise Agreement.

Capitalized terms that are used but not defined in the ToUs shall have the meaning set out in the Purchase Order or the Client’s Enterprise Agreement.

1. SERVICES

1.1 General

Copilex provides advanced legal assistance tools powered by artificial intelligence (Legal AI), designed to support legal professionals in their work.

Copilex’s Legal AI platform (thereafter “Assistant”), and related services (thereafter “Services”) are accessible from Copilex’s website (https://www.copilex.com) or any related sites owned or managed by Copilex (together “Website”).

Services include a comprehensive suite of tools for document analysis and drafting, including contract reviews, document sanity checks, comparative analysis, and drafting assistance, as well as any related services agreed upon by Copilex and the Client.

Copilex is not a law firm, does not practice law, does not provide legal opinions, and does not offer legal services. Users remain solely and fully responsible for their use of the Services.

1.2 Products

Copilex offers various packages for its Services, as advertised on its Website, including a free, limited edition of its Assistant (“Copilex Free”), a baseline version of its Assistant (“Copilex Pro”), and a customizable version of its Assistant (“Copilex Enterprise”) (together “Products”).

The number of the Products, their content, pricing and availability are described on Copilex’s Website. They may be freely changed by Copilex at any point in time. Only the Client’s subscription to one or several Products by way of a Purchase Order engages Copilex regarding the delivery of the Services.

1.3 Service availability

Copilex shall endeavor to make the Services available 24/7 except for interruptions due to support and maintenance. Copilex shall use all commercially reasonable efforts to (i) undertake maintenance that causes as little disruption of the Services as possible and (ii) provide advance notice to Users of any suspension of the Services.

Users are responsible for obtaining and maintaining, at their expense, the hardware, software and internet connectivity necessary to access and use the Services.

1.4 Access credentials and account administration

Users are responsible for their use of the Services, for safeguarding any access credentials related to the Services, and for all acts and omissions under their account.

In case of suspected or confirmed unauthorized access to or use of the Services or the access credentials, Users shall promptly inform Copilex.

In case of a Client’s multi-seat subscription, the personnel specified by the Client will be provided with administrative privileges (administrators) to manage the Client’s account and its End Users, whereby the administrators may be able to access logging and information about end users’ use of the Services. If an administrator or End User is no longer authorized to use the Services, the Client shall promptly notify Copilex.

Clients are responsible for all administrators’ and End Users’ use of the Services. Clients are also responsible for safeguarding any access credentials related to the Services and for all acts and omissions under its account. In case of suspected or confirmed unauthorized access to or use of the Services or the access credentials, the Clients shall promptly inform Copilex.

Clients shall assign each of its End Users with an individual and specific license, which may not be shared, transferred or otherwise used by anyone else, unless specified in the Client’s Agreement.

1.5 Acceptable Use

Users agree not to:

• use the Services in a way that infringes, misappropriates or violates any person’s rights,
• sub-license, sell or otherwise transfer its right to access or use the Services,
• attempt to reverse engineer or derive the source code of the Services or any portion thereof, except as permitted by applicable law,
• modify, customize, port, translate, localize or create derivative works of the Services,
• use any automated or programmatic method to extract data from the Services
• use its access to the Services to build a product or service which competes with the Services, and/or
• use the Services in a manner that interferes or attempts to interfere with the proper working of the

Clients are responsible for their affiliates’, and their affiliates’ administrators’ and End Users’ use of the Services and their adherence (or failure to adhere) to these Terms of Use.

If Copilex has reasonable grounds to suspect that any User has violated this Acceptable Use provision, Copilex will notify the User, and the Client, by email and request the User to take immediate and appropriate action.

Copilex may after providing written notice suspend the User’s (or the individual administrator’s or End User’s) access to the Services if (i) Copilex has reasonable grounds to believe that such breach poses an immediate risk of damage to Copilex, (ii) the User fails to comply with a service notice within the reasonable time-period set forth in the service notice or (iii) the breach is not capable of being remedied.

If the User or the Client fails to take the required action stated in the service notice within 10 business days after a suspension, Copilex may, without prejudice to its other rights and remedies, terminate the provision of the Services immediately for cause in accordance with Clause 3.2.

2. FEES AND PAYMENT

2.1 Fees

Clients shall pay the fees for the Services (i) in accordance with the terms of their Purchase Order, or, if not stated in the Purchase Order, (ii) charged in accordance with Copilex’s offered standard subscription plans from time to time.

Clients’ payment of fees is neither (i) contingent on the delivery of any future functionality or features nor (ii) dependent on statements not set forth in their Agreement.

Save for any contrary provision from a Client’s Enterprise Agreement, Copilex reserves the right to update the fees charged hereunder, applicable on the coming Renewal Term, by giving at least 30-day notice.

If the Agreement is terminated, the Client is obliged to pay all fees owed for the period before the termination date.

Unless explicitly stated herein, Users will not receive a refund of already paid fees, except for pre-paid fees covering the period after the termination date. In the event of termination of the Agreement without cause before the end of the then-current term, Clients must immediately pay the remaining fees for the remainder of the term.

2.2 Payment terms

Online subscriptions to the Services on Copilex’s Website are subject to payment terms in accordance with the Purchase Order. For other Services that are not purchased online, Copilex’s invoices are due net 30 days from the invoice date.

If Copilex does not receive any duly invoiced amount by the due date, Copilex may (at its discretion and without limiting its rights or remedies hereunder), (i) charge an annual late interest equal to 15 percent on the overdue amounts, (ii) suspend the Client’s account and accordingly suspend access of any Client’s End User to the Services, until the overdue amounts are paid in full, provided that Copilex has given at least 10 business days’ prior notice of such suspension and Copilex has not received payment of the defaulted amount within such period. In case of repeated payment delays by the Client, Copilex may also condition future subscription renewals and service orders on shorter payment terms.

Copilex’s fees may include VAT or any other taxes, levies, duties, or similar governmental charges of any nature (collectively ‘taxes’), as stated in the Purchase Order. Clients are responsible for paying all taxes associated with their Agreement. If Copilex is legally obligated to pay or collect taxes for which a Client is responsible, Copilex will invoice this Client and the Client will pay that amount. Client will provide Copilex any information Copilex reasonably requests to determine whether Copilex is obligated to collect taxes.

3. TERM AND TERMINATION

3.1 Term

Clients’ Agreements are valid from the earlier of (i) the effective date set forth in the Purchase Order, and (ii) the date when the Users start using the Services, and shall remain in force for the initial period set out in the Purchase Order (the “Initial Service Term”). They may be automatically renewed for additional periods equal to the expiring Initial Service Term (each a “Renewal Term”) depending on the terms of the Purchase Order.

3.2 Termination for cause

In addition to any termination rights stated elsewhere in these ToUs or in the Client Agreement, Copilex may terminate the Agreement for cause (i) upon 30 days’ written notice to the Client of a material breach, if the breach remains uncured at the expiration of the notice period, (ii) if the Client becomes the subject of a proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors or governmental regulations, or (iii) if any party to the Agreement goes out of business, or ceases its operations.

3.3 Effects of termination and survival

Upon termination of the Agreement, howsoever occasioned, (i) the licenses under Clause 7.2 shall terminate (except to the extent for the duration needed to allow Copilex to assist the Client or its End Users with data retrieval, and (ii) all outstanding fees shall be due and payable.

In connection with termination of the Agreement or otherwise during the Term, Copilex undertakes to, on the Client’s reasonable request and at the Client’s reasonable expense, assist the Client and its End-Users in retrieving any User Content stored by Copilex (if any) in a standard machine-readable format. In addition, both Parties shall promptly return or, if so instructed by the other Party, destroy any Confidential Information of the other Party. Upon Client’s written request, Copilex shall delete any User Content stored in the Services (if any).

The provisions herein that by their nature are intended to survive the expiration or termination of this Agreement shall so survive to the extent necessary for the intended preservation of Copilex’s and the Client’s rights and obligations.

It is noted that, save for any contrary provision in an Enterprise Agreement, the confidentiality undertakings in Clause 6.2 shall survive for the longer of (i) 3 years counting from the termination of the Client Agreement, (ii) in relation to any Confidential Information which comprises Intellectual Property Rights, the term of protection for the Intellectual Property Right, and (iii) in relation to any Confidential Information which comprises information covered by statutory and/or bar association rules on confidentiality, the time period required under applicable law/bar association rules.

4. INDEMNIFICATION

4.1 Indemnification by Client

Client will defend Copilex against any third-party claim arising from or relating to Client’s or End User’s use of the Services in violation of any term or condition of their Agreement, including any violation of these ToUs, or that Client or its End Users knew or reasonably should have known was likely to lead to violating their Agreement or these ToUs, and indemnify Copilex against any damages, costs and reasonable attorneys’ fees actually awarded against Copilex resulting from such claim.

4.2 Indemnification Procedures

The above indemnity obligations are conditioned upon Copilex (i) promptly giving the Client written notice of the claim, (ii) giving the Client sole control of the defense and settlement of the claim (except that the Client may not settle any claim unless the settlement unconditionally releases the Copilex of all liability, the settlement does not affect Copilex’s Intellectual Property Rights, and the Client pays any settlement fees), and (iii) gives the Client all reasonable assistance in connection with the defense or settlement of the claim, at the Client’s expense.

For the avoidance of doubt, for the purposes of this Section 4, a claim against Copilex shall be understood to include a claim against Copilex, its affiliates, and or its affiliates’ officers, directors, and employees.

5. WARRANTIES AND LIABILITY

5.1 AI limitations and responsibilities

Artificial intelligence and machine learning are fields of technology that are advancing at a rapid pace. Copilex is dedicated to enhancing the Services to ensure they are more precise, dependable, secure, and advantageous. Nonetheless, due to the inherent probabilistic nature of machine learning, there are instances where the Services might produce outputs that inaccurately represents real individuals, locations, or facts. This is particularly relevant in the context of generative AI and LLMs, which, despite their impressive capabilities, have certain limitations. These models can sometimes generate content that is biased, lacks context, or is factually incorrect because they rely on patterns in the data they were trained on, which may not always be comprehensive or up-to-date. Therefore, it is crucial for Users to assess the accuracy and quality of the outputs to ensure it is suitable for their specific use case, which includes implementing human oversight to review the output. Additionally, Users must ensure the legality of the information input by them in their use of the Services (User input and outputs are together referred to as “User Content”), verifying that its use does not infringe upon the rights of any third parties.

For the avoidance of doubt, and without limiting the generality of this Clause, the output generated by Copilex’s Assistant shall not be viewed as legal advice.

Copilex is not a law firm, does not practice law and does not offer legal services. Hence, Copilex does not bear any legal responsibility for the output or any information that is derived from User’s use of the Services.

5.2 Services warranty

Copilex warrants during the Term, that (i) the Services will conform materially in accordance with these ToUs and (ii) it will perform the Services in a professional manner, in accordance with generally accepted industry standards.

Copilex also warrants that the Services, to its knowledge, do not infringe any third-party Intellectual Property Rights.

Except in case of gross negligence or willful misconduct by Copilex, Clients’ sole and exclusive remedies for a breach of this Clause 5.2 shall be to (i) request a remedy of the breach, and (ii) if remedial action is not taken or possible and the breach is material, exercise its termination rights under Clause 3.2.

Except for the warranties provided for in this section, the Services are provided on an as-is basis and Copilex disclaims all warranties express or implied (either in fact or by operation of law) or statutory, including all implied warranties of merchantability, fitness for a particular purpose, quality, accuracy, non-infringement and title. Copilex does not represent or warrant that the use of the Services will be uninterrupted or error free. Copilex reserves the right, in its sole discretion, at any time to make improvements, additions, modifications (including removing features), and to correct any errors or defects in the Services, notwithstanding that such measures may temporarily impair Users’ access to or use of the Services.

5.3 Liability and limitations of liability

Neither Copilex or Users shall be liable under their Agreement for any indirect, special, incidental, exemplary, punitive or consequential damages, including lost profits, lost opportunities, or cost of substitute services or other economic loss arising out of or in connection with their Agreement, even if advised of the possibility of such damages.

Other than with respect to (i) the Client’s payment obligations under this Agreement, (ii) Copilex’s and Client’s obligations under Clause 4 (Indemnification) and (iii) claims based on liability which, by law, cannot be limited (e.g. tort claims for gross negligence and intentional misconduct), Copilex’s aggregate liability shall not exceed the total fees paid or payable by the Client in the 12 months prior to the event that gave rise to the claim.

To be valid, any claims for damages shall be notified to the other party no later than 6 months from the time the relevant party became or should have become aware of the event giving rise to the claim, however, never later than 6 months after the expiration or termination of the Client Agreement.

Clients are liable for their affiliates use of the Services in compliance with this Agreement as if they were “Client” hereunder. Any claims arising under the Client Agreement may only be brought by the Client and not by its affiliates.

Clients are solely responsible to ensure that their End User’s use of the Services and their respective User Content are compliant with applicable export control legislation and trade sanctions.

6 CONFIDENTIALITY AND INFORMATION SECURITY

6.1 Confidential Information

“Confidential Information” means all information disclosed by a Party (”Disclosing Party”) to the other Party (”Receiving Party”), whether orally or in writing, (i) that is designated as confidential or, given the nature of the information and the circumstances of disclosure, should be understood to be confidential, (ii) the Services, and (iii) the specific terms and conditions of the Client Agreement.

The confidential nature of the User Content depends on the Product to which the Client has Subscribed: For Copilex Free, User Content shall not be considered as Confidential Information. For all other Products, save for contrary provisions in the Client Agreement, User Content shall be considered as Confidential Information.

Confidential Information does not include information that (i) is at the time of disclosure, or later becomes, generally known to the public through no fault of the Receiving Party; (ii) was known to the Receiving Party with no obligation of confidentiality prior to disclosure by the Disclosing Party, as proven by records of the Receiving Party; (iii) is rightfully disclosed to the Receiving Party by a third party who did not directly or indirectly obtain the information subject to any confidentiality obligations, or (iv) is at any time independently developed by Receiving Party without the use of Disclosing Party’s Confidential Information as proven by records of Receiving Party.

6.2 Confidentiality undertaking and permitted disclosure

The Receiving Party shall (i) keep the Disclosing Party’s Confidential Information confidential, (ii) safeguard all Confidential Information of the other Party with at least the same degree of care (but no less than reasonable care), as it uses to safeguard its own confidential information, and (iii) not use Confidential Information for any purpose outside the scope of the Agreement.

The Receiving Party is permitted to disclose Confidential Information to those of its employees, directors, attorneys, agents, subcontractors, and consultants who (i) need to know the Confidential Information in connection with the purpose, execution and contract management of the Agreement, and (ii) are bound by confidentiality obligations (either through agreement or under law) no less stringent than those in the Agreement.

The Receiving Party is also permitted to disclose Confidential Information if compelled by applicable law or a binding decision or order by any authority, regulator, governmental body or court of competent jurisdiction. If the Receiving Party becomes subject to a compelled disclosure proceeding which concerns Confidential Information, it shall, to the extent not prevented by law, provide the Disclosing Party with notice of the proceeding and compelled disclosure and cooperate in any effort to obtain confidential treatment of the Confidential Information.

6.3 Usage Data

Copilex may also collect Users’ usage technical data (“Usage Data”) to develop, improve, support and operate its Services. Copilex may share Usage Data with a third party in accordance with the confidentiality provision of these ToUs, to the extent the Usage Data is aggregated and anonymized such that the Clients, Users, and User Content cannot be retrieved or identified.

6.4 Information security

Each Party must implement reasonable and appropriate measures designed to help secure access to and use of the Confidential Information.

Copilex’s Technical and Organizational Security Measures are available on Copilex’s Website (https://www.copilex.com/legal/tosm).

6.5 No training

Copilex will not use Confidential Information, including Confidential User Content, nor Users’ Personal Data to train generative or base AI models, nor will it allow its subcontractors to do so, unless agreed upon separately in writing (e.g. in Enterprise Agreements).

7 INTELLECTUAL PROPERTY RIGHTS

7.1 General

Copilex and its affiliates or licensors own all rights, title, and interest in and to the Services, including but not limited to all Intellectual Property Rights included therein, as well as modifications, updates and upgrades thereof. Nothing in this Agreement shall be considered a transfer or license to those rights, except as explicitly stated herein.

Clients, their affiliates and/or licensors own all rights, title and interest in and to the User Content.

Clients acknowledge that the input provided by Users to Copilex’s Assistant may be identical or similar to input provided by third parties. Additionally, Clients acknowledge that (i) due to the nature of machine learning, outputs generated by Copilex’s Assistant may not be unique across clients/end users, and (ii) the Services may generate identical or similar outputs for Copilex or a third party. Questions asked by, and responses generated for, Copilex’s other customers are not considered User Content.

7.2 Licenses

Subject to the Client’s, its End Users’ and its affiliates’, adherence to thes ToUs, Copilex grants the Client a limited, non-exclusive, non-transferable, non-sublicensable (except to affiliates), fully revocable license for the Term, in the jurisdictions supported by Copilex and for the number of individual End Users stated in the Purchase Order, to access and use the Services specified in the Purchase Order for the Client’s and its affiliates’ internal business operations.

Clients grant Copilex a limited, non-exclusive, non-transferable, non- sublicensable (except to affiliates), fully revocable license for the Term to use, store, copy, transmit, create derivative works of and display the User Content for the provision of the Services in accordance with these ToUs and their Agreement.

7.3 Feedback

Feedback, comments, ideas, proposals, and suggestions for improvements (collectively “Feedback”) from Clients or Users is encouraged by Copilex. It is noted that Feedback shall not be treated as confidential when it does not include Confidential User Content. Copilex may use non-confidential Feedback without restriction or paying compensation, and any Intellectual Property Rights resulting therefrom shall vest exclusively in Copilex.

8. PERSONAL DATA

When providing the Services, Copilex will process any personal data contained within the User Content on behalf of the Users in accordance with the Data Processing Agreement entered into between the Parties.

Copilex’s Data Protection and Privacy policy is available on Copilex’s website: www.copilex.com/legal/data

9. MISCELLANEOUS

9.1 No partnership

The use of the Services does not create a partnership, joint venture, or agency relationship between Copilex and its Clients or Users or their respective affiliates. Copilex and its Clients are independent from each other, and neither Copilex nor its Clients will have the power to bind the other or to incur obligations on the other’s behalf without the other Party’s prior written consent.

9.2 Notices

Except as otherwise specified in a Client Agreement, all notices, permissions, and approvals shall be in writing and shall be deemed to have been given upon (i) personal delivery; (ii) the second business day after mailing; or (iii) the day of sending by email.

Notices of termination of a Client Agreement shall be addressed to contact@copilex.com and Copilex’s account manager. All other notices under the Agreement shall be provided to the Parties’ respective contact person as specified in the Client Agreement.

9.3 Waiver

No failure or delay by either Copilex or its Clients in exercising any right under their Agreement will constitute a waiver of that right. Any term or condition of their Agreement may be waived at any time by the party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the party waiving such term or condition. No waiver by any party of any term or condition of a Client Agreement, in any one or more instances, shall be construed as a waiver of the same or any other term or condition of this Agreement.

9.4 Severability

In the event any provision of these ToUs is wholly or partly invalid, the validity and application of these ToUs as a whole shall not be affected and the remaining provisions of these ToUs shall remain valid. To the extent that such invalidity materially affects either Copilex or its Client’s benefit from, or performance under, these ToUs, they may be reasonably amended.

9.5 Subcontractors

Copilex may, subject to these ToUs and the Client Agreement - and in relation to the processing of personal data, the Data Processing Agreement entered into between Copilex and its Client-, use subcontractors for the provision of the Services. Copilex shall be liable for its subcontractors’ actions and omissions as for its own and remain the Client’s sole point of contact in relation to the Services.

9.6 Marketing

Clients grant Copilex, as far as they are duly authorized to do so, the right to use their company logo(s), company name(s), trademark(s), and user quotes as reference material for marketing and public relations material, thereby identifying Client’s company as a Copilex customer.

Upon the Client’s written request, Copilex shall immediately cease any further use of such materials as instructed by the Client.

9.7 Force majeure

Copilex will not be liable for failure to perform or inadequate performance of the Services caused by a condition beyond its reasonable control and which may substantially affect its performance, including, for example, a natural disaster, epidemic or pandemic, act of war or terrorism, riot or civil unrest, labor conditions such as boycott, strike, lock-out, governmental action, disruption of telecommunications, failure or delay of internet services providers or widespread internet disturbance, disruption of power or other essential services.

In such circumstances, Copilex will use commercially reasonable efforts to overcome and mitigate the effects of such circumstances. If the performance of the Services in substantial respects is prevented for a period exceeding 1 month due to a circumstance stated above, the Client shall have the right to terminate the Agreement upon written notice, without incurring any liability for compensation.

9.8 Changes to these ToUs

Copilex may amend these ToUs (and the resulting Acceptable Use Policy) by posting updated ToUs on its Website. All updates become effective when posted. Notwithstanding the above, in no event may Copilex alter the ToUs in a way that detracts from its obligations with respect to Confidential Information as stated in these ToUs without the express written consent of the Client.

If the Client reasonably considers an update to materially adversely affect it, it has 15 days after posting of such update to bring such matter to Copilex’s attention. If Copilex is unable to resolve the Client’s issue (including by reverting to the prior language for the rest of the applicable subscription period) within 15 days of Client bringing such issue to its attention, Client may terminate its Agreement without penalty upon 5 days’ notice.

10. GOVERNING LAW AND DISPUTES

These ToUs shall be governed by and construed in accordance with the laws of France, without regard to conflict-of-law or choice-of-law rules.

Any dispute, controversy or claim arising out of or in connection with the provision of the Services, or the breach, termination or invalidity of a Client Agreement, shall be finally settled by the Tribunal de Commerce de Paris.

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