Terms of Use

Access to and use of Conqr ("Platform") and related services are governed by these terms ("Terms of Use") and any applicable Subscription Letter executed by the Subscribing Organisation.

By accessing or using the Platform and Services, the Subscribing Organisation and each Authorised User agree to these Terms of Use. We may amend these Terms periodically. You should review them regularly for modifications. The current version is available on the Platform or by contacting hi@conqr.ai.

1. Definitions

The following terms have the following meanings in these Terms of Use:

Acceptable Use Policy means the acceptable use policy governing the Platform usage, as amended from time to time, with the current version set out in Appendix 1;

Applicable Law means all laws, statutes, regulations, treaties, ordinances, rules, directives, codes, judgments, decrees, or orders of any government, regulatory or administrative authority, judicial or quasi-judicial body, or any other relevant authority applicable to the Platform, its use, or any obligations under these Terms of Use, in the jurisdiction(s) where Conqr operates, processes data, or where you access the Platform;

Authorised Users means individuals authorised by the Subscribing Organisation to access and use the Platform and the Services pursuant to this Subscription Letter;

Business Day means any day excluding Saturday, Sunday or public holiday in the relevant jurisdiction when banks are open for business;

Confidential Information means all information and data, particularly trade and business secrets, commercial and technical information and other data, source codes and other software, regardless of form or medium, whether disclosed in writing or orally, which is either marked as confidential or whose confidential nature arises from the information itself or the circumstances of disclosure, including without limitation all Intellectual Property Rights in the Platform, Platform Content, Customer Data and/or the terms and conditions of this Subscription Letter (including pricing and other terms);

Control means the direct or indirect power to direct or cause the direction of management and policies of another person, whether through ownership of voting shares, contract or otherwise, and 'Change of Control' occurs when a person controlling any body corporate ceases such control or another person acquires Control;

Conqr/Company means Conqr.ai platform including add-ins on various other digital systems offered by the Company (represented by Suregro AI Technology Private Limited for India, or Suregro Technology Limited for jurisdictions outside India), and/or any other authorised entities providing Services under the "Conqr.AI" name. For you the contracting party/Company will be the same as specified in the separate engagement letter or order form and/or invoices subscription is via Platform;

Customer Data means any data (including, without limitation, Personal Data (as defined in Clause 8)), contracts, files, Word documents, text, spreadsheets, emails, scanned documents, pdf documents, presentations, diagrams, images, charts, tables and timelines and all other materials or data (including but not limited to Input and Ingested Documents) in any medium inputted to the Platform by the Subscribing Organisation, Authorised Users, or Conqr on the Subscribing Organisation's behalf for the purpose of using the Services or facilitating the Subscribing Organisation's use of the Services;

Data Protection Laws means laws and regulations relating to the processing of personal data or personal information to the extent applicable including UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018, General Data Protection Regulation EU and DPDP 2023;

Ingested Documents means documents uploaded to the Platform by an Authorised User or by Conqr on the Subscribing Organisation's behalf;

Input means the query provided by an Authorised User to the Platform;

Intellectual Property Rights means, whether subject to statutory protection or not, including source code, domain names, technology, concepts, creations, inventions; patents, copyrights, designs, trademarks, trade secrets, discoveries; manner, method or process of manufacture; biological material; utility models; drawings, know-how; prototypes, integrated circuits, circuit layouts or semiconductor chip layouts or design; plan, drawing or design; or scientific, technical or engineering information or document trademarks, copyrights or other rights in the nature of copyright subsisting in any works; computer software, in source and object format; improvements, modifications, or developments of any of the foregoing; trade secrets, know-how, or right of secrecy or confidentiality in respect of any information or document and any similar right recognized from time to time in any jurisdiction similar forms of protection existing anywhere in the world;

Legal support services means the legal support services including document creation, management of contracts, compliance and related document organising support agreed to be provided by Conqr to the Subscribing Organisation as specified in the Subscription Letter. This doesn't include any legal services including any legal opinion regulated by any local regulatory body such as the bar council, law society or any equivalent regulatory body of the jurisdiction;

Normal Business Hours means 9.00 am to 5.00 pm, local time, each Business Day, based on the relevant time zone where the services are being provided or the Customer is located;

Output means the output provided by the Platform to an Authorised User in response to such user's Input and/or output provided in response to an input query relating to any Ingested Document;

Platform Content means any text, documents, software, database, format, graphic and written work and all other materials developed by, or on behalf of Conqr, which are or form part of the Platform or provided on or through the Platform with the permission of the third party owners but excludes Customer Data;

Services means the subscription services, the Legal Support Services provided by Conqr to the Subscribing Organisation under this Subscription Letter via the Platform or any other website or add-in notified to the Subscribing Organisation by Conqr from time to time;

Subscribing Organisation means the legal entity or the individual (in personal capacity) that has entered into a Subscription Letter with Conqr to access and use the Platform and the Services, as specified in the Subscription Letter and subject to these Terms of Use;

Subscription Letter means collectively, these Terms of Use, a separate engagement letter or order form and/or subscription via Platform and/or invoices, and the Acceptable Use Policy, between Conqr and the Subscribing Organisation in respect of the Platform and the Services;

Support Services means the technical support services as specified in the Subscription Letter;

Subscription Term has the meaning given in the Subscription Letter; and

Virus means anything or device (including any software, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

References to statutory provisions include modifications and re-enactments. Singular includes plural; words denoting gender include all genders. Headings are for information only. "Include" and similar words are deemed followed by "without limitation." References to persons include individuals, corporate bodies, and unincorporated associations. "We/us/our" means Conqr.AI; "you/your" means the Subscribing Organisation or Authorised User as applicable.

2. Access to the Platform

ACCESS AND LICENSE

• Access to the Platform is conditional upon the Subscribing Organisation paying the Fees (as specified in the Subscription Letter) and compliance with these Terms. Subject to this condition, Conqr grants the Subscribing Organisation a non-exclusive, non-transferable, revocable right to permit Authorised Users to use the Platform for internal business purposes only.

• The Subscribing Organisation is responsible for Authorised Users' compliance with these Terms, must promptly report suspected violations, and cooperate with investigations.

• Conqr reserves the right to add, modify or remove Platform features or functionality at any time at its sole discretion without liability to the Subscribing Organisation. Conqr shall provide reasonable advance written notice (including by e-mail) of any material changes that may adversely affect the Subscribing Organisation's use of the Platform.

3. The Platform

By accessing the Platform you acknowledge and agree that:

• You acknowledge that the Platform is a legal workflow system. Platform Content and Output do not constitute legal advice, create an attorney-client relationship, or substitute for legal counsel. You further acknowledge that we are not liable for losses arising from reliance on Outputs and you are solely responsible for assessing Output appropriateness. Information may not be current or accurate. AI-generated Outputs may contain errors. We bear no liability for these limitations.

• You shall access the Platform solely for internal business purposes and not reproduce or exploit it commercially without permission.

• You must comply with the Acceptable Use Policy and all Applicable Laws, including data protection regulations.

• You must maintain secure access credentials and prevent unauthorized access.

• When uploading content, you must ensure it contains no viruses or malware.

• Our Services exclude model fine-tuning, training, or validation. Custom model creation requires separate agreement. Conqr documents are not pre-populated within the Platform.

DISCLAIMER

Conqr is not a law firm and is not regulated by any bar council, law society or equivalent legal regulatory authority in any jurisdiction. Legal Support Services are limited to document creation, contract management, compliance workflow support and related document organisation assistance. They do not include the provision of legal opinions, legal advice on specific matters, or any service that constitutes the practice of law as regulated in the relevant jurisdiction. You are solely responsible for assessing the suitability and accuracy of any Output for your purposes. You should seek independent legal advice before relying on any Output in connection with any legal matter, transaction, dispute or regulatory obligation.

The above disclaimer applies in all jurisdictions. Authorised Users in regulated industries or jurisdictions where AI-generated content is subject to additional disclosure requirements remain responsible for compliance with those requirements independently of these Terms of Use.

4. User Access and Security

The Subscribing Organisation hereby undertakes that:

• Authorised Users shall not exceed subscriptions specified in the Subscription Letter without written agreement.

• Each Authorised User shall maintain access credentials that are unique to that individual. Authorised Users shall not share credentials with any other person.

• The Subscribing Organisation shall ensure that each Authorised User:

  1. uses a strong, unique password for their Platform account that is not used for any other service or system;

  2. enables multi-factor authentication ("MFA") where Conqr makes such functionality available, and the Subscribing Organisation shall not disable or circumvent MFA requirements once enabled; and

  3. updates their password promptly upon any actual or suspected compromise of their account credentials.

Conqr recommends that Authorised Users follow the current guidance of the National Cyber Security Centre (NCSC) or equivalent authority in their jurisdiction on password creation and credential management. Mandatory periodic password rotation is not required by these Terms of Use; secure password practices and MFA are the primary safeguards.

• The Subscribing Organisation shall promptly notify Conqr at hi@conqr.ai upon becoming aware of any unauthorised access to, or suspected compromise of, any Authorised User's account. Conqr may suspend access to a compromised account without prior notice pending investigation.

• Conqr may revoke access upon breach of these provisions without prejudice to other rights.

• Conqr bears no liability to Authorised Users for Platform provision, performance, or availability.

5. Use and Functioning of the Platform

While the Company employs industry-standard measures to ensure system stability and security, the Platform may occasionally experience brief interruptions for maintenance or technical issues. In the event of unplanned downtime, the Company will work diligently to restore Services as quickly as possible and provide regular status updates. If you identify any Platform error, please notify us at hi@conqr.ai and we shall endeavour to correct it. We shall provide the Support Services during Normal Business Hours, subject to payment of Fees and terms set out in the Subscription Letter. Conqr is not responsible for telecommunications charges or network-related issues. You acknowledge that the Services may be subject to inherent limitations and problems of such communications facilities.

You undertake not to access, store, distribute, send or upload to the Platform any content that:

1. contravenes Applicable Laws;

2. infringes our or third party intellectual property rights; or

3. is offensive, abusive, indecent, defamatory, obscene or menacing.

Conqr reserves the right, without liability, to disable access to any material breaching these provisions.

You further undertake not to:

1. copy, modify, duplicate, create derivative works, frame, mirror, republish, download, display, transmit, or distribute the Platform in any form;

2. attempt to decompile, reverse engineer or reduce to human-perceivable form any part of the Platform;

3. build competing products or services;

4. provide third-party services via the Platform;

5. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or commercially exploit the Platform;

6. enable unauthorized Platform access; or

7. introduce any Virus into the Platform or Conqr's systems.

You shall use reasonable endeavours to prevent unauthorized Platform access and promptly notify us of any such occurrences. Conqr shall use reasonable endeavours to maintain Platform availability during normal working hours but makes no guarantees. Platform access may be restricted for technical maintenance, security, or reasons beyond our control.

Except for authorized Platform use under these Terms, you shall not copy, store, distribute, transmit, modify, or commercially exploit any Platform Content without our prior written permission. We reserve the right to update, modify, restrict access to, or close the Platform at any time. Conqr may revoke or suspend access immediately without notice for any Terms violations, without liability.

6. Intellectual Property Rights

Except as set out in Clause 6, all Intellectual Property Rights in the Platform Content and the Platform shall belong to us, our suppliers or third parties who have granted us permission to reproduce their material. You shall not acquire any right, title or interest in the Platform Content or the Platform.

The Subscribing Organisation shall retain ownership of all Customer Data uploaded to the Platform. You hereby grant to Conqr a worldwide, non-exclusive, royalty-free, transferable, sub-licensable licence to:

1. use, reproduce, modify and display Customer Data;

2. provide and support Platform operations;

3. deliver the Services; and

4. administer the Subscription Letter.

The Subscribing Organisation shall indemnify and keep indemnified Conqr, its group members, partners, employees, agents and contractors (the "Indemnified Parties") against all losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising from any third-party claim alleging that:

1. the Customer Data; or

2. Conqr's hosting and processing of Customer Data under the Subscription Letter

infringes or misappropriates such third party's intellectual property rights, except to the extent such claim directly results from Conqr's breach of applicable Data Protection Laws or the express terms of the Subscription Letter.

7. Limitations and Exclusions of Our Liability

We accept no liability for Platform use by the Subscribing Organisation or any Authorised User. You shall assume sole responsibility for:

1. results obtained from Services use;

2. conclusions drawn from such use; and

3. any loss or damage caused by errors or omissions in Customer Data, information, instructions or scripts provided to us, or actions taken at Your direction.

We make no express or implied warranties or representations that:

1. the Platform shall meet your requirements;

2. the Platform, Platform Content or Outputs shall be adequate in condition, quality, availability, performance or fitness for purpose; or

3. the Platform shall comply with laws, regulations, or standards in your jurisdiction.

The Platform and Services are provided 'as is'. Our total aggregate liability under this Subscription Letter shall total fees paid in the preceding 12 months, or a fixed minimum floor amount, whichever is higher, as specified in the Subscription Letter.

You shall be responsible for:

1. ensuring equipment and software compatibility with the Platform;

2. maintaining adequate security against viruses, malicious code, unauthorized access, defects or malfunctions.

We exclude liability for damage to your equipment or software from such factors.

Nothing in this Subscription Letter excludes or limits our liability for:

1. fraud;

2. death or personal injury arising from our negligence; or

3. any matter where limitation would be unlawful or breach regulation.

You hereby disclaim any claims against any partner, member, shareholder, employee, lawyer or consultant of any Conqr Entity personally, without prejudice to claims against the Conqr Entity providing the Services.

The parties acknowledge these limitations and exclusions as reasonable given the circumstances and risks associated with this Subscription Letter.

8. Data Protection

The terms "controller", "processor", "data subject", "personal data breach", "individual", "personal data" and "process" (and its derivatives) shall have the meanings given to them under applicable data protection laws and regulations in the jurisdictions where the Platform is used. Conqr and the Subscribing Organisation shall comply with applicable data protection laws regarding personal data processing. Our privacy policy, available on the Platform, details Conqr's data processing practices.

The Subscribing Organisation shall:

1. ensure compliance of provided personal data with applicable laws;

2. not cause Conqr to breach such laws;

3. except for User Data, not provide personal data via the Platform without Conqr's express written agreement.

You are responsible for ensuring that the personal data you provide to Conqr via the Platform or otherwise complies with applicable Data Protection Laws and you will not do or omit to do anything that would cause Conqr to be in breach of those laws.

ROLES AND PROCESSING

1. Conqr acts as controller for Platform usage data (User Data);

2. For other personal data uploaded to the Platform (Uploaded Personal Data), the Subscribing Organisation acts as controller and Conqr as processor.

SUBSCRIBING ORGANISATION'S OBLIGATIONS

The Subscribing Organisation shall:

1. obtain necessary consents for lawful data transfer;

2. maintain appropriate notices;

3. promptly notify Conqr of data breaches;

4. indemnify Conqr against claims arising from its data protection violations.

CONQR'S PROCESSING OBLIGATIONS

Conqr shall:

1. process data only on documented instructions;

2. implement required security measures;

3. ensure personnel confidentiality;

4. assist with compliance obligations;

5. notify of data breaches;

6. obtain authorization for sub-processors;

7. comply with cross-border transfer restrictions;

8. assist with data subject requests;

9. return or delete personal data upon service termination, subject to additional terms within Clause 8.

SUB-PROCESSING

1. Sub-processor engagement requires prior authorization;

2. current authorized sub-processors listed on the website/Platform;

3. changes to sub-processors subject to objection rights.

Conqr shall ensure, by way of written contract with each Sub-processor, that each Sub-processor is bound by obligations no less protective than those set out in this clause. In particular, each Sub-processor shall be contractually required to:

1. process Customer Data only for the purpose of providing the relevant sub-processing service to Conqr, and for no other purpose; and

2. not retain or log Customer Data for human review, except to the minimum extent required to diagnose and resolve a specific technical issue notified to Conqr, and only for the duration strictly necessary for that purpose.

Conqr shall maintain an up-to-date list of Sub-processors on the Platform and will remain available to provide such list to Subscribing Organisation upon request.

SECURITY MEASURES

Conqr shall implement appropriate technical and organizational measures including:

1. pseudonymisation and encryption;

2. system confidentiality and resilience;

3. data recovery capabilities;

4. regular security testing.

ADDITIONAL TERMS FOR DATA PROTECTION

The Subscribing Organisation hereby authorises the Sub-Processors set out on the Platform website or any webpage hosted or directly referenced on the Platform as notified by us from time to time. Conqr shall inform the Subscribing Organisation of any intended changes concerning the addition or replacement of other sub-processors, and the Subscribing Organisation shall be entitled to object to such changes within a reasonable period.

Where Conqr engages another processor for carrying out specific processing activities on the Subscribing Organisation's behalf, equivalent data protection obligations shall be imposed on that processor by way of a contract or other legal act under applicable law, including sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing will meet the requirements.

Only transfer any personal data originating from the UK, Switzerland or EEA (European Economic Area) to a country or territory outside the UK, Switzerland or EEA that has not received a binding adequacy decision by the European Commission or competent national data protection authority in compliance with Applicable Data Protection Laws.

At Subscribing Organisation's choice, Conqr shall delete or return to Subscribing Organisation the personal data after the end of the provision of Services relating to the processing and delete existing copies unless Applicable Law requires storage of the personal data.

9. Customer Data

The Subscribing Organisation shall own all rights, title and interest in and to all Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of such Customer Data.

The parties acknowledge that Output generated by an Authorised User of the Subscribing Organisation may be identical or similar to outputs generated by the Platform for other users, and neither the Subscribing Organisation nor its Authorised Users shall have any Intellectual Property rights in relation to such unamended Outputs.

The Subscribing Organisation's rights in Customer Data shall not restrict Conqr or its clients from using, modifying, creating derivative works from, publishing and/or distributing outputs generated from their Platform use. For clarity: (i) Output shall not constitute Conqr's Confidential Information; and (ii) third-party queries and responses shall not constitute Customer Data.

Conqr shall use Customer Data solely as necessary to provide the Platform and Services as contemplated by the Subscription Letter. Such use shall be limited to:

1. accessing Customer Data as instructed by the Subscribing Organisation pursuant to the Subscription Letter; and

2. accessing Customer Data to diagnose and resolve technical Platform issues.

Customer Data shall not be used to train, validate or enhance the underlying model and systems of the Platform or the model or systems of Conqr's subcontractors. Conqr hereby confirms that Sub-processors: (i) shall not train or improve any models for general use with Customer Data; and (ii) shall not retain or log Customer Data for human review.

The Subscribing Organisation acknowledges and agrees that Conqr may collect, use and disclose data derived from Platform usage, including the number, frequency, duration, type and outcome of queries, inputs and outputs, and Platform performance, functionality and usability data. Such collection and use shall be for the purposes of improving Platform quality, reliability and security, conducting market research and analysis, developing new features and products, and providing technical support to the Subscribing Organisation and its Authorised Users.

10. Confidential Information

Save as otherwise stated herein, each party ("Receiving Party") may receive or have access to Confidential Information of the other party ("Disclosing Party") during and after the Subscription Term. The receiving party shall:

1. maintain all Confidential Information in strict confidence;

2. not disclose or use Confidential Information except as permitted herein or to perform its obligations under this Subscription Letter;

3. protect Confidential Information with the same degree of care as its own proprietary information (but no less than reasonable care);

4. ensure its personnel are bound by equivalent confidentiality obligations.

The confidentiality obligations shall not apply to information that:

1. is or becomes publicly available through no fault of the receiving party;

2. was independently developed without the use of the disclosing party's Confidential Information;

3. is authorized for disclosure in writing by the disclosing party; or

4. must be disclosed under valid legal order, provided the receiving party: (i) promptly notifies the disclosing party in writing (if legally permitted); (ii) provides reasonable assistance for seeking protective orders; (iii) limits disclosure to legal requirements; (iv) maintains confidentiality for all other purposes.

The receiving party shall:

1. not use Confidential Information outside this Subscription Letter's scope without prior written permission;

2. ensure personnel access is restricted to those requiring it for performance hereunder;

3. remain liable for personnel breaches;

4. acknowledge that monetary damages may be insufficient for breaches.

The disclosing party shall be entitled to injunctive relief for actual or threatened confidentiality breaches, in addition to other available remedies. These obligations shall survive termination of the Subscription Letter.

11. Termination

The Subscription Letter begins on the Start Date and continues until terminated per the terms below for the Subscription Term.

TERMINATION WITHOUT A CAUSE

Either party may terminate the Subscription Letter before the next/upcoming payment cycle with written notice or cancelling as per the Subscription Letter.

TERMINATION FOR A CAUSE

Conqr may terminate this Subscription Letter immediately by written notice if:

1. you are materially in breach of this agreement and:

   1. such breach cannot be remedied; or

   2. you fail to remedy within thirty (30) days of receiving written notice; or

Either Party may terminate this Subscription Letter immediately by written notice if:

1. the other party:

   1. becomes insolvent;

   2. faces an order for administration, winding-up or dissolution (except solvent restructuring);

   3. has a receiver, liquidator, administrator or similar officer appointed over its assets;

   4. applies for moratorium under Applicable Law; or

   5. proposes a creditor composition, or analogous events occur in any jurisdiction.

To the extent legally enforceable, Conqr may terminate immediately upon written notice if:

1. required by law or competent authority;

2. in Conqr's sole discretion, providing Services would create:

   1. material reputational risk to any Conqr member; or

   2. material risk of sanctions or regulatory breach; or

3. the Subscribing Organisation undergoes a Change of Control without prior written notice to the Company.

Upon termination: all licenses end; you must stop using Services; you will have five (5) days following termination to download Customer Data; and Conqr will then delete or anonymize data unless legally required to retain it.

Termination does not affect accrued rights or liabilities including payments due and unpaid as per Subscription Letter. Provisions intended to survive termination remain effective. Any provision expressly or impliedly intended to survive termination continues in full force.

12. General Provisions

We reserve the right to vary or amend these Terms of Use from time to time and shall notify you of such changes by posting them to the Platform. Any amendments shall take effect upon posting to the Platform.

UPTIME COMMITMENT

Conqr shall use commercially reasonable endeavours to make the Platform available with a monthly uptime of at least 90% during Normal Business Hours ("Uptime Commitment"), measured on a rolling calendar month basis.

"Uptime" means the percentage of time during Normal Business Hours in a calendar month during which the Platform is accessible and operational for use by Authorised Users, calculated as:

((Total Available Minutes - Downtime Minutes) / Total Available Minutes) x 100

"Downtime" means any period during Normal Business Hours in which the Platform is wholly unavailable or so materially degraded as to be unfit for its intended purpose, as reported by the Subscribing Organisation to hi@conqr.ai or confirmed by Conqr's own monitoring systems, and verified by Conqr acting reasonably.

EXCLUSIONS TO UPTIME COMMITMENT

Downtime shall not include unavailability arising from:

1. scheduled maintenance carried out during or outside Normal Business Hours, provided Conqr has given the Subscribing Organisation not less than 12 hours' prior written notice;

2. emergency maintenance required to address a critical security vulnerability or system integrity risk, provided Conqr notifies the Subscribing Organisation as soon as reasonably practicable;

3. any act or omission of the Subscribing Organisation or its Authorised Users, including use of the Platform in breach of these Terms of Use;

4. failures of third-party infrastructure, telecommunications networks, internet connectivity or services outside Conqr's reasonable control;

5. Force majeure events as defined in these Terms of Use; or

6. any period during which the Subscribing Organisation has suspended or restricted access to the Platform at its own direction.

SCHEDULED MAINTENANCE

Conqr shall use reasonable endeavours to schedule planned maintenance outside Normal Business Hours. Where maintenance must be carried out during Normal Business Hours, Conqr shall give not less than 12 hours' prior written notice and shall use reasonable endeavours to minimise the duration and impact of such maintenance.

If any provision of these Terms of Use is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect: (a) the legality, validity or enforceability in that jurisdiction of any other provision of these Terms of Use; or (b) the legality, validity or enforceability in other jurisdictions of that or any other provision of these Terms of Use.

Our rights under these Terms of Use: (a) may be exercised as often as necessary; (b) are cumulative and not exclusive of rights or remedies provided by law; and (c) may be waived only in writing. Any failure to enforce a provision shall not constitute a waiver and shall not prevent subsequent enforcement of that provision.

You shall not transfer any rights or obligations under these Terms of Use without our prior written consent. We may transfer our rights and obligations hereunder to any person acquiring all or substantially all of our assets or business, or to any member of our group, provided that the transferee agrees to comply with these Terms of Use. We may subcontract any obligations hereunder to any third party, provided that we remain responsible for their performance and compliance with these Terms of Use.

Nothing in these Terms of Use shall constitute a partnership between the parties, nor constitute either party the agent of the other for any purpose. A person who is not a party to these Terms of Use shall not have any rights to enforce any term hereof under applicable law.

FORCE MAJEURE

Neither party shall be in breach of these Terms of Use, nor liable for any failure or delay in performing its obligations, to the extent that such failure or delay is caused by a Force Majeure Event. A "Force Majeure Event" means any event or circumstance beyond the reasonable control of the affected party and not caused by its fault or negligence, including acts of God, natural disaster, epidemic or pandemic, war, terrorism, civil unrest, government action, change of law, third-party infrastructure or cloud service failure (where not caused by Conqr), and cyberattacks by third parties not attributable to Conqr's failure to maintain industry-standard security measures. Financial difficulty and adverse commercial conditions shall not constitute a Force Majeure Event.

The affected party shall notify the other in writing within 5 days of becoming aware of the Force Majeure Event, specifying its nature, the obligations affected and the anticipated duration. The affected party shall use all reasonable endeavours to mitigate the effects of the event and resume performance as soon as practicable.

If a Force Majeure Event continues for 30 consecutive days or more, the parties shall meet in good faith to agree appropriate adjustments. If the event continues for 60 consecutive days in total, either party may terminate the Subscription Letter on 14 days' written notice, without further liability, save that: (i) accrued and unpaid fees remain due; and (ii) the Subscribing Organisation shall receive a pro-rata refund of any prepaid fees for the unexpired Subscription Term.

Periods of Platform unavailability caused by a Force Majeure Event are excluded from Downtime calculations for the purposes of the Service Levels clause, provided Conqr has complied with its notice obligation above and maintained industry-standard business continuity measures.

NOTICE

Any notice or communication hereunder shall be in English and sent to hi@conqr.ai or such other address as notified from time to time. All documents provided hereunder shall be in English or, if not in English, accompanied by a certified English translation. For translated documents, the English translation shall prevail unless the document is a statutory or official document.

13. Governing Law

These Terms of Use and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales, except where the Subscribing Organisation is incorporated, registered, or has its principal place of business in India, in which case these Terms of Use shall be governed by and construed in accordance with the laws of India.

The parties irrevocably agree that:

1. where the Subscribing Organisation is incorporated, registered, or has its principal place of business in India, the courts of New Delhi, India shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms of Use or their subject matter or formation; and

2. in all other cases, the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms of Use or their subject matter or formation.

Each party irrevocably submits to the exclusive jurisdiction of the applicable courts set out above and waives any objection to proceedings in such courts on the grounds of venue, inconvenient forum, or any similar ground.

These Terms of Use are drafted in the English language. All notices, communications, documents and proceedings under or in connection with these Terms of Use shall be in English. In the event of any translation of these Terms of Use into any other language, the English language version shall prevail in all respects.

ACCEPTABLE USE POLICY FOR CONQR.AI

This Acceptable Use Policy shall govern your Platform use and shall form part of the Terms of Use. Capitalized terms herein shall have the meanings ascribed to them in the Terms of Use.

You hereby agree that you shall not use the Platform, and shall not direct, encourage or knowingly permit any third party to use the Platform, to:

• violate or encourage any violation of others' legal rights;

• engage in, promote or encourage illegal activity;

• for any unlawful, invasive, infringing, defamatory or fraudulent purpose;

• represent or hold out Output as human-generated (provided that any person may, in their discretion, adopt Output as their own human-generated content);

• knowingly distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other destructive or deceptive items;

• interfere with the Platform, Services, or related equipment used by any person;

• disable, interfere with or circumvent any Platform or Services aspect;

• in violation of the Terms of Use or Platform guidance; or

• copy, replicate or develop products or features that are similar to or competitive with the Platform.