TERMS OF USE

1. Interpretation

1.1 Definitions used in these Terms of Use are defined in clause 13 (Definitions and Interpretation) or the relevant Schedules.

2. Access to Cloud Based Technology

2.1 Subject to the receipt of the relevant Access Fees, the Company will provide access to the Cloud Based Technology ("Access") from the Start Date during the Term. The Customer may only access the Cloud Based Technology for its own business purposes.

2.2 The Customer shall comply with these Terms of Use, any terms of use or service (including the acceptable use policy set out in the Acceptable Use Schedule) and privacy and/or cookies policy that the Company may provide to Customer or publish online on its Website, all of which are incorporated into these Terms of Use by reference.

2.3 The Company shall provide Access Methods, through which the Customer can access the Cloud Based Technology. The Company grants the Customer a non-exclusive right to use the Access Methods for the purposes of accessing the Cloud Based Technology, and integrating it into the Customer's automation workflows via API calls during the Term.

2.4 The Company shall provide Access with reasonable skill and care and will comply with applicable laws and regulations with respect to its activities under these Terms of Use.

2.5 If the Company agrees to provide any additional services to Customer these will be set out in a separate agreement.

2.6 The Customer is responsible for determining if the Cloud Based Technology and Access meet its needs, expectations and requirements.  The Company:

• does not warrant that the Customer's use of or access to the Cloud Based Technology will be uninterrupted or error-free;
• is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Cloud Based Technology and the Access may be subject to limitations, delays and other problems inherent in the use of such communications facilities; and
• makes no warranties or other assurances as to the fitness for purpose of the Cloud Based Technology or Access or any Company Content.

2.7 All other conditions, warranties or other terms which might be implied or incorporated into these Terms of Use are excluded to the fullest extent permitted by law, including any implied conditions, warranties or other terms as to the satisfactory quality and fitness for purpose.

3. Free Trials, Access Orders, Access Fees and Service Levels

3.1 The Customer may request a free trial to evaluate the Cloud Based Technology, which shall last for 3 days from the date the Company confirms the Free Trial has commenced ("Free Trial Term") and which shall be governed by these Terms of Use ("Free Trial"). During the Free Trial Term, the Customer may make such use of the Cloud Based Technology as is reasonably required in order to evaluate it for future use in its business, but not for any other purpose (including for business and/or commercial use). The Company reserves the right to suspend, limit or extend a Free Trial at any time in its sole discretion. On expiry of the Free Trial Term, access to the Cloud Based Technology will no longer be possible (but the parties may subsequently enter into an Access Order). One Free Trial per Customer is allowed and subsequent Free Trial requests may be rejected by the Company.

3.2 The Company and Customer may enter into Access Orders (in respect of a Proof of Concept or standard Access) in the manner and form provided by the Company upon request and which may be executed electronically.

3.3 An Access Order shall be entered into under and incorporate the terms of these Terms of Use. On valid execution of each Access Order the terms of that Access Order are incorporated into these Terms of Use and will not constitute a separate contractual relationship between the parties. No Access Order shall be valid or binding until properly executed by each of the Customer and the Company.

3.4  The Access Order must set out at least the amount and frequency of any fees to be paid by the Customer (the "Access Fees").

4.  Payment

4.1 All sums payable under and in accordance with these Terms of Use shall, save as agreed otherwise (e.g. credit card), be paid by electronic transfer to the Company's bank account or such bank account the Company may specify from time to time. Any charges on payments will be at the Customer's expense. If the Customer is paying by credit card, it authorizes the Company to charge its credit card or bank account for all Access Fees. The Customer further authorizes the Company to use a third party to process payments and consents to disclosure of payment information to such third party.

4.2 All sums payable under these Terms of Use are exclusive of VAT or other applicable sales tax which will be payable by the Customer, in addition to the sum in question, at the rate and in the manner prevailing at the relevant tax point and in the manner prescribed by law.

4.3 Unless otherwise agreed in the relevant Access Order, all sums due under these Terms of Use are payable in full with thirty (30) days, upon delivery of any invoice by the Company and without deduction, set off or withholding of any kind. In the event of any dispute as to the amount of an invoice, the Customer shall pay the amount in full pending the resolution of any dispute and the Company shall make any adjustment due immediately upon such resolution.

4.4 If any sums due under these Terms of Use are not paid when due the Company may charge interest in respect of those sums from the date due until payment is made in full (before and after any judgment) at 2% per annum over Barclays Bank Plc base rate from time to time accruing on a daily basis, and the Company may suspend the Customer's Access.

5. Customer's obligations

5.1 The Customer shall provide the Company with all necessary co-operation in relation to these Terms of Use and access to such information as may be required by the Company to provide Access. The Customer will be responsible for all activities that occur under the Customer's account.

5.2 The Customer will ensure that all users who access the Cloud Based Technology are aware of and comply with the terms and the policies referred to in clause 2.2 above, and will notify the Company immediately if it believes that there is any breach of security such as the disclosure, theft or unauthorised use of any username or password.

5.3 The Customer may not attempt to download, copy, modify, create derivative works from, frame, mirror, republish or distribute any portion of the Cloud Based Technology (but may use the Cloud Based Technology to operate embedded user interfaces and other similar features allowed by the Cloud Based Technology).

5.4 The Customer may only access the Cloud Based Technology for lawful purposes and may not process any data (including any Customer Data) illegally or in a manner which infringes the rights of any third party.

5.5 The Customer shall ensure that it takes all necessary steps to prevent any unauthorised access to, or use of, the Cloud Based Technology and notify the Company immediately of any such unauthorised access or use.

6. Intellectual Property Rights

6.1 The Customer acknowledges and agrees that the Company and/or its licensors own all Intellectual Property Rights in the Company's brands, trademarks and logos, the Cloud Based Technology, the Access and any Company Content. Except as expressly stated in these Terms of Use the Company does not grant the Customer any rights in respect of those rights.

6.2 Subject to clause 6.3, the Customer and/or its licensors shall, as between the parties, remain the owner of all Intellectual Property Rights in the Customer Data.

6.3 The Customer grants the Company, free of charge, a royalty-free, worldwide, non-exclusive licence to use the Customer Data as is necessary to enable the Company to:

• provide Access;
• perform its obligations under these Terms of Use; and
• improve its services and offerings including training its personnel during and after the Term and include any Confidential Information received by Company from Customer in the form of documents and data associated with the documents into training data ("Training Data") for inclusion in the training dataset of the Company's Cloud Based Technology. Training Data shall be still owned by the Customer. For the avoidance of doubt: (a) Training

Data shall be considered to be Confidential Information of the Customer; (b) any derivations of the Training Data produced by the Company shall be owned exclusively by the Company.

The Customer warrants that it owns the Customer Data and/or is otherwise entitled to grant the foregoing licence. If these Terms of Use are terminated, the foregoing licence will automatically terminate in respect of any future Customer Data, but not in respect of any Customer Data already provided.

6.4 The Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data, including provision of necessary information about the processing of Customer Data under these Terms of Use to data subjects if necessary.

7. Data Processing

7.1 For the purposes of this clause 7 and Data Processing Schedule,

"controller", "processor", "personal data", "process/processing", "sub-processor" "technical and organisational measures" and "supervisory authority/authority" shall have the meaning as set out in the applicable Data Protection Laws or (where specifically defined therein);

7.2 Each party shall comply with its obligations under applicable Data Protection Laws and, to the extent applicable under the Data Protection Laws, obtain and maintain all appropriate registrations required in order to allow that party to perform its obligations under these Terms of Use.

Data processors

7.3 Where the Company is deemed to be acting as a processor for the Customer with respect to Personal Data shared in relation to these Terms of Use under applicable Data Protection Laws, the Data Processing Schedule shall apply to such processing.

Data controllers

7.4    Where a party is deemed to be acting as a controller with respect to personal data processed under or in relation to these Terms of Use, under applicable Data Protection Laws, this clause 7.4 shall apply, and each party shall, in its capacity as a controller:

• provide assistance to allow the other party to comply with any data subject requests (whether in relation to access to Customer personal data, rectification, restrictions on processing, erasure or portability) insofar as possible;
• provide assistance to allow the other party to comply with any other queries or complaints from a supervisory authority (as defined in Data Protection Laws) insofar as possible; promptly notify the other party of any accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to personal data transmitted, stored or otherwise processed pursuant to these Terms of Use ("Security Incident"); and
• provide reasonably necessary assistance to enable the other party to notify insofar as possible: (i) the relevant supervisory authority, promptly and in any event no later than 72 hours after relevant data controller becomes aware of a Security Incident; and (ii) the relevant data subjects without undue delay (where required) of a Security Incident. 

7.5   If in the Company's reasonable opinion the relevant data protection provisions of these Terms of Use need to be amended in order to comply with the Company's obligations; or pursuant to any supervisory authority opinion or guidance, the Company shall be entitled to unilaterally amend this clause 7 and the Data Processing Schedule upon giving 30 days' notice to the Customer.

8.  Indemnities

8.1 The Customer hereby indemnifies the Company from and against any and all losses, damages, claims, costs and expenses (including reasonable external legal expenses) suffered or incurred by or awarded against the Company as a result of, or in connection with, any Customer Data or the Company's receipt, possession and/or use, in accordance with these Terms of Use, of any Customer Data.

8.2 The Company will indemnify the Customer from and against any and all losses, damages, claims, costs and expenses (including reasonable external legal expenses) suffered or incurred by or awarded against the Customer as a result of any claim against the Customer by a third party that the Customer’s use of the Cloud Based Technology infringes the intellectual property rights of any person (save to the extent caused by the Customer Data).

9.  Confidentiality

9.1 Subject to clauses 6.3 and 7, neither party shall without the consent of the other during the term of these Terms of Use (or for a period of 10 years following disclosure of the particular Confidential Information) disclose the other party's Confidential Information and only use such Confidential Information as strictly necessary for the performance of, or exercise of its rights under, these Terms of Use.

9.2 Subject to clauses 6.3 and 7, any party disclosing Confidential Information in accordance with the above clause shall procure that the person to whom such information is disclosed is made aware of the obligations of confidentiality under these Terms of Use and complies with those obligations as if it were a party to these Terms of Use.

9.3    The  confidentiality restrictions do not apply to Confidential Information (but excluding Personal Data):

• which is in or comes into the public domain other than through breach of these Terms of Use;
• insofar as it comes lawfully into the possession of the recipient party from a third party;
• which the recipient party can prove was already known to it before its receipt from the providing party;
• to the extent that it is required to be disclosed by law or the requirements of any recognised stock exchange, or authority of competent jurisdiction to whose rules the party making the disclosure is subject, whether or not having the force of law.

9.4 Subject to clause 6.3, the Company acknowledges that the Customer Data is the Confidential Information of the Customer, and the Customer acknowledges that details of these Terms of Use, Access Fees and the Company Content, are the Confidential Information of the Company.

10. Liability

10.1 Nothing in these Terms of Use shall in any way exclude or limit either party's liability: (i) for death or personal injury caused by either party's negligence or for fraudulent misrepresentation; (ii) for any other fraudulent act or omission; (iii) to pay sums properly due and owing to the other in the normal course of performance of these Terms of Use; or (iv) for any other liability which may not be excluded by law.

10.2 Subject to clause 10.1, neither party will be liable for any of the following losses or damage (whether or not such losses or damage were foreseen, direct, foreseeable, known or otherwise) howsoever arising:

• loss of revenue, sales, turnover, revenue or business, customers, contracts or opportunity, waste of management or other staff time, actual or anticipated profits, anticipated savings, business, opportunity, goodwill, reputation, hardware, software or data or damage to or corruption of data;
• any, indirect, special or consequential loss or damage howsoever caused whether or not such loss is covered in clause 10.2(a); or
• any losses arising as a result of any third party bringing a claim in respect of any of the types of loss in clause 10.2(a).

10.3 Subject to clause 10.1, the Company shall not be liable, whether in contract, tort (including negligence), breach of statutory duty, under any indemnity or otherwise, for any loss, damage, expense or liability incurred or sustained as a result of the use of the Cloud Based Technology and/or the Access except for their normal intended purpose, but not in case of any modification to Access, the continued use of any out of date version of the API, or the processing of any Customer Data.

10.4 Subject to clauses 10.1, 10.2 and 10.3 the Company’s total aggregate liability arising out of, or in connection with these Terms of Use for negligence or breach of contract or any other reason shall in no event exceed the Access Fees paid.

11.  Term and Termination

11.1 Where the Company agrees to provide a Customer with Access directly, the parties shall specify in an Access Order

• the target date on which the Company shall begin to provide the Customer with Access (which may or may not be the same as the signature date of that Access Order) ("Start Date");
• the date on which the Company shall stop providing the Customer with Access ("End Date"); and
• (c) whether there are any renewal rights.

11.2 These Terms of Use shall automatically renew at the end of the Term for a further 12 months (each period a “Renewal” or "Renewal Term"), and the same will apply on each anniversary of each Renewal, save where either party gives the other not less than 60 days' notice prior to the end of the Term or any Renewal.

11.3 Unless otherwise agreed, the "Term" commences on the earlier of the Free Trial commencement or the date the parties both sign the first Access Order and ends on the later of the end of the Free Trial Term or the End Date (as applicable).

11.4  The Company may without liability, terminate these Terms of Use, or alternatively, may suspend Access to and use of the Cloud Based Technology, by giving the Customer written notice if:

• any invoiced amount (not then-currently being disputed in good faith) is outstanding beyond the due date for payment;
• any provision of clause 5 or 6 is breached; and/or
• the Customer is in persistent or repeated breach of any of its obligations under these Terms of Use (whether or not it is the same obligation that is breached and whether or not such breaches are remedied), and, in each case, the Customer has not remedied the issue in full to the Company's satisfaction within 10 days of the Company requiring it to do so.

11.5  Either party may terminate this Agreement immediately upon notice if the other party becomes Insolvent.

11.6 Termination of an individual Access Order shall not affect other Access Orders. Termination of these Terms of Use shall automatically terminate all Access Orders.

11.7 On termination of these Terms of Use for any reason:

• all licences granted under these Terms of Use shall immediately terminate;
• the Customer shall return and make no further use of, or access, any Cloud Based Technology, documentation and other items (and all copies of them) belonging to the Company (if any);
• all amounts payable to the Company by the Customer shall become immediately due and owing (and no refund of Access Fees paid in advance shall be due in respect of any unexpired portion of the then-current Term including any fee paid in respect of any Proof of Concept phase); and
• the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

12.  General

12.1 Neither party shall have any liability or be deemed to be in breach of these Terms of Use for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that party including, without limitation, any of the following: power failure, act of God, governmental act, war, fire, flood, explosion or civil commotion. The party affected by such circumstances shall promptly notify the other party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If an event of force majeure occurs and lasts for more than 90 days either party may give written notice to the other to terminate these Terms of Use and neither party will have any liability to the other except that the Customer will remain liable for any unpaid Access Fees for services already rendered.

12.2 The failure or delay by either party to enforce the terms of these Terms of Use or to exercise any remedy or right shall not be treated as a waiver of any breach or right to enforcement or exercise. If any part of these Terms of Use is ruled illegal, void or unenforceable then that part shall be deemed not to be a part of this Agreement and the enforceability of the remainder of these Terms of Use shall not be affected.

12.3 The Customer shall not, without the prior written consent of the Company, assign any of its rights or obligations under these Terms of Use. These Terms of Use may not be varied except in writing signed by the authorised representatives of all the parties to these Terms of Use.

12.4 Nothing in these Terms of Use shall be deemed to constitute a partnership or joint venture or contract of employment between the parties nor constitute either party the agent of the other. These Terms of Use does not confer any rights on any third party pursuant to the Contracts (Rights of Third Parties) Act 1999.

12.5 Neither party shall make or issue any announcement or public circular relating to the subject matter of these Terms of Use without the prior written approval of the other. Neither party shall, at any time during the Term and thereafter, make any public statements or representations, which may disparage the other party or otherwise adversely affect the other party’s reputation. The Company may use the name of the Customer and its logo as a factual reference to the fact that the Customer is or was a customer, on its website and in pitch materials, without the prior written consent of Customer.

12.6 Each party shall at all times ensure that it complies with the terms of the Bribery Act 2010 and that it does not commit (or procure the commission of) any breach of that Act. These Terms of Use, and any documents explicitly referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

12.7 Each of the parties acknowledges and agrees that in entering into these Terms of Use it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these Terms of Use or not) relating to the subject matter of these Terms of Use, other than as expressly set out in this Agreement.

12.8 In the event of any inconsistencies between the terms set out in the Access Order, DPA and these Terms of Use, the terms shall be construed in the same order.

12.9 These Terms of Use are governed by English law. Both parties submit to the exclusive jurisdiction of the English courts in relation to any dispute arising out of or in connection with these Terms of Use or its subject matter, but the Company is also entitled to apply to any court worldwide for injunctive or other remedies in order to protect or enforce its Intellectual Property Rights.

13.   Definitions and interpretation

"Access" is defined in clause 2.1;

“Access Fees” means the access fees for Access as specified in the Access Order being payable either directly by the Customer (in the event that the Customer contracts directly with the Company);

“Access Methods” means any and all of: URL, user id, API key and similar that enable the Customer to work with the Cloud Based Technology;

“Access Order” means as applicable: (a) the Customer's written instruction (including in electronic form) directly from the Customer to the Company to provide Access; or (b) the written instructions (including in electronic form and subject to, these terms of use;

"API" means the Company's API to allow Access;

"Cloud Based Technology" means the Company's cloud based technology for data extraction from documents, the cloud based user interface for verification and correction of the extracted data, the extension environment and the reporting database;

"Company" means HighIQ Robotics Inc.,

which ;

"Company Content" means all data, information and material owned by or licensed to the Company and comprised within the Cloud Based Technology and/or Access, but excluding Customer Data;

"Confidential Information" means all information (whether written, oral or in some other form) disclosed to or obtained by one party (whether directly or indirectly) from the other (whether before or after the signing of these Terms of Use), including all information relating to that other's business, operations, systems, processes, products, trade secrets, know how, contracts, finances, plans, strategies or current, former or prospective clients, customers, partners or suppliers (together with copies made of any of the foregoing) and which information is marked as being confidential or might reasonably be assumed to be confidential and which includes Personal Data unless otherwise specified or the context so requires;

“Customer” means the end user customer who is receiving Access either: (a) directly from the Company under an Access Order, and whose details are set out in that Access Order;

“Customer Data” means all information, data or other materials inputted into the Cloud Based Technology by the Customer or otherwise on its behalf, including information automatically extracted from the Customer documents and information manually corrected on the Cloud Based Technology by or on behalf of a Customer;

"Data Protection Laws" means all privacy laws applicable to any personal data processed under or in connection with these Terms of Use, including, without limitation, the General Data Protection Regulation 2016/679 (the "GDPR")), the Privacy and Electronic Communications Directive 2002/58/EC (as the same may be superseded by the Regulation on Privacy and Electronic Communications ("ePrivacy Regulation")) and all national legislation implementing or supplementing the foregoing and all associated codes of practice and other guidance issued by any applicable data protection authority, all as amended, re-enacted and/or replaced and in force from time to time;

"Data   Processing  Schedule"   or   "DPA" means the Data Processing Schedule attached to these Terms of Use;

“Free Trial” or "Free Trial Term" have the meanings set out in clause 3.1;

“Insolvent” means, in relation to a party, where that party becomes insolvent, makes composition with its creditors, has a receiver or administrator of its undertaking or the whole or a substantial part of its assets appointed, or an order is made, or an effective resolution is passed, for its administration, receivership, liquidation, winding-up or other similar process, or has any distress, execution or other process levied or enforced against the whole or a substantial part of its assets (which is not discharged, paid out, withdrawn or removed within 28 days), or is subject to any proceedings which are equivalent or substantially similar to any of the foregoing under any applicable jurisdiction, or ceases to trade or threatens to do so;

“Intellectual Property Rights” means patents, patentable rights, copyright, design rights, utility models, trade marks (whether or not any of the above are registered), trade names, rights in domain names, rights in inventions, rights in data, database rights, rights in know-how and confidential information, and all other intellectual and industrial property and similar or analogous rights existing under the laws of any country and all pending applications for and right to apply for or register the same (present, future and contingent, and including all renewals,

extensions, revivals and all accrued rights of action);

"Personal Data" means all data which is defined as 'personal data' under Data Protection Laws and which is provided by the Customer to the Company (directly or indirectly), and accessed, stored or otherwise processed by the Company as a data processor as part of its provision of the Access to Customer and to which Data Protection Laws apply from time to time;

"Proof of Concept" or "Proof of Concept Term" means the proof of concept phase described in an Access Order and the related duration set out in that Access Order;

“Term” has the meaning set out in clause 11.3;

“Terms of Use” means these terms of use together with all the recitals, clauses, schedules, annexes and all other documents referred to herein and, in the event that the Customer procures Access directly from the Company, the Access Order; and

"URL" means the Company's web URL through which the Customer will access the Cloud Based Technology.