This Master Service Agreement, together with its annexes and each Order Form executed by the parties (collectively, the “Agreement” or these “Terms”), governs access to and use of the Leebry service described below. By executing an Order Form that references this Agreement, by clicking “I accept,” or by otherwise accessing or using Leebry, You agree to be bound by this Agreement.

Leebry is owned and operated by MacPaw Way Ltd., a company incorporated in the Republic of Cyprus under company registration number 428214, whose registered address is at 25 Serifou, Allure Center 11, Office No. 11-12, 2nd Floor, 3046 Zakaki, Limassol, Cyprus (“MacPaw,” “We,” “Us,” or “Our”).

THIS IS A LEGALLY BINDING AGREEMENT. LEEBRY IS CURRENTLY PROVIDED AS A BETA (PRE-RELEASE) SERVICE. IF YOU DO NOT UNDERSTAND THIS AGREEMENT OR DO NOT AGREE TO BE BOUND BY IT, YOU MUST NOT ACCESS OR USE LEEBRY, AND YOU ARE NOT AUTHORIZED TO ACCESS OR USE ANY OF THE SERVICES OR LEEBRY FUNCTIONALITY.

We may change this Agreement from time to time in accordance with Section 22 (Changes to the Agreement). Your continued use of Leebry after any change takes effect means that You agree to be bound by the updated Agreement.

1. Definitions

In this Agreement, capitalised terms have the meanings set out below. Other capitalised terms are defined where they first appear.

1.1“Admin” means a Team Member who creates the Organisation Account being the authorised representative of the Organisation, or who has administrative rights to an Organisation Account, including the ability to invite, manage and remove other Team Members, allocate Seats, enable and configure Integrations, and use other administrative functionality of Leebry.

1.2“Affiliate” means any entity that controls, is controlled by, or is under common control with a party, where “control” means the ability to direct the management and policies of an entity.

1.3“Authorised User” means a Team Member whom the Organisation permits to access and use Leebry and for whom a Seat is allocated.

1.4“Beta Service” means Leebry in its current pre-release, experimental form, provided to a limited number of customers, which includes features in which development is not complete and which may contain errors. References to “Leebry,” the “Service” or the “Services” in this Agreement are references to the Beta Service unless the context requires otherwise.

1.5“Confidential Information” has the meaning given in Section 13.

1.6“Connected Service” means a third-party product, platform or data source that the Organisation connects to Leebry through an Integration, including without limitation Confluence, Jira, Slack, and other services supported by Leebry from time to time and as mentioned here in this table.

1.7“Customer Data” means all data, content, documents, records, messages, files and other materials that are submitted to, ingested by, retrieved by, indexed by, processed by, or generated through Leebry by any Authorised User of Organisation, including data accessed from Connected Services and including Inputs and Outputs.

1.8“Data Protection Laws” means all laws and regulations applicable to the processing of personal data under this Agreement, including, where applicable, Regulation (EU) 2016/679 (“GDPR”) and any national implementing or successor legislation.

1.9“DPA” means the Data Processing Addendum referenced in Section 11 and made available by MacPaw, which is incorporated into this Agreement by reference where the processing of personal data is involved.

1.10“Effective Date” means the date on which the Organisation first accepts this Agreement or the start date set out in the first Order Form, whichever is earlier.

1.11“End Date” means the date on which access to Leebry terminates, as further described in Section 21.

1.12“Feedback” means any comment, suggestion, error report, idea, evaluation or other input regarding Leebry or the Services that the Organisation or any Authorised User provides to MacPaw.

1.13“Input” means any query, prompt, instruction, document or other content that an Authorised User submits to Leebry.

1.14“Integration” means a connection between Leebry and a Connected Service, of either type described in Section 7.

1.15“Order Form” means an ordering document, online order, or invoice issued by MacPaw and accepted by the Organisation that specifies the number of Seats ordered and any other commercial terms, and which incorporates this Agreement by reference.

1.16“Organisation” means the legal entity that registers an Organisation Account, accepts this Agreement, and procures Leebry for use by its Team Members. “You” and “Your” refer to the Organisation and, where the context requires, to the relevant Team Member.

1.17“Organisation Account” means the account provided to the Organisation for administering and using Leebry, including the management of Team Members, Seats and Integrations.

1.18“Output” means any answer, summary, suggestion, response or other content generated via Leebry in response to an Input.

1.19“Seat” means a single, uniquely identified Authorised User authorised to access Leebry, as ordered by the Organisation and reflected in the applicable Order Form or invoice.

1.20“Service Limits” means the number of Seats, the number of Connected Services, usage quotas, or other limits on the Organisation’s use of Leebry, as set out in the Order Form or the Organisation Account.

1.21“Team Member” means an employee, contractor, service provider, or other individual within or engaged by the Organisation (Authorised User) and who registers an account to access Leebry by invitation from the Organisation.

1.22“Third Party Request” means a request from a third party for records relating to the Organisation’s or a Team Member’s use of, or information contained within, the accounts, including a search warrant, court order, subpoena, or other legal process, or a request supported by the written consent of the Organisation or the relevant Team Member.

2. The Service and Whom This Agreement Covers

2.1 Leebry is an AI-powered assistant (chatbot) that enables Authorised Users of the Organisation to ask questions in natural language and receive Outputs generated using artificial intelligence and machine-learning techniques, drawing on data made available through the Organisation’s Connected Services (such as Confluence, Jira, etc) and other content the Organisation makes available to Leebry.

2.2 This Agreement governs access to and use of Leebry and the Services by the Organisation and by every Team Member. The Organisation is responsible for the acts and omissions of its Team Members as if they were the acts and omissions of the Organisation.

2.3 Leebry is provided on a paid subscription basis as described in Section 10. Leebry is currently a Beta Service, and the provisions of Section 8 (Beta Nature of the Service) apply to all access and use.

2.4 In the event of a conflict between this Master Service Agreement and an Order Form, the Order Form prevails for the specific commercial terms it addresses; in the event of a conflict between this Agreement and the DPA in respect of the processing of personal data, the DPA prevails.

3. Accounts and Roles

3.1 Organisation Account. An authorised representative of the Organisation, who warrants that they have the legal capacity and authority to bind the Organisation, may create the Organisation Account.

3.2 Admins. A Team Member who creates the Organisation Account is considered as an Admin. Admin(s) have access to the full functionality available in the Organisation Account, including the ability to invite, manage and remove other Admins and other Team Members, allocate and reallocate Seats, configure Integrations, change Team Member roles, and manage Organisation settings, within the Service Limits.

3.3 Team Members. A Team Member may create a User Account only after receiving an invitation issued through the Organisation Account by Admin. Users may submit Inputs and receive Outputs and manage their own account settings, but do not have access to the administrative functionality or Organisation-wide information available in the Organisation Account.

3.4 Credentials. You are responsible for keeping all access credentials (including any invitation links and passwords) confidential, for all activity that occurs under Your accounts, and for promptly notifying MacPaw of any unauthorised use or access of which You become aware. You must not place invitation links or credentials received from MacPaw into the public domain or otherwise enable unauthorised third parties to use them.

3.5 Accuracy. The Organisation is responsible for maintaining accurate and current account and contact information for itself and each Team Member, and for administering all Team Members’ access to the Services through the Organisation Account.

4. Licence and Access Rights

4.1 Subject to this Agreement and to payment of the applicable fees, MacPaw grants the Organisation a limited, non-exclusive, non-transferable, non-sublicensable, revocable right, during the term of this Agreement, to access and use Leebry for the Organisation’s internal business purposes, solely through the number of Seats ordered and within the Service Limits.

4.2 Leebry, the Services and all related software, models, documentation and materials are protected by copyright and other intellectual property laws and treaties. MacPaw and its licensors retain all right, title and interest in and to Leebry and the Services. MacPaw reserves all rights not expressly granted in this Agreement. No title to or ownership of Leebry or any MacPaw intellectual property is transferred to You under this Agreement.

4.3 The rights granted under this Section 4 may not be transferred by You to any third party, except that the Organisation may permit its Team Members to use Leebry in accordance with this Agreement.

5. Customer Obligations and Acceptable Use

5.1 The Organisation is responsible for: (a) administering all Team Members’ access to the Services through the Organisation Account; (b) ensuring that all use of Leebry by it and by every Team Member complies with this Agreement and applicable law; (c) preventing and promptly terminating any unauthorised access to or use of Leebry; and (d) determining and obtaining all permissions, consents and legal bases necessary to allow MacPaw to deliver the Services, including any consents required to include a Team Member’s contact details in the Organisation Account and to make Customer Data (including data from Connected Services) available to Leebry.

5.2 The Organisation shall not make any representation, warranty or guarantee to any Team Member or third party on behalf of MacPaw, or otherwise purport to bind MacPaw.

5.3 The Organisation shall not take, and shall ensure that its Team Members do not take, any action that would cause MacPaw to violate any Data Protection Laws, the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act 2010, or any other applicable anti-bribery, anti-corruption, sanctions or anti-money-laundering law.

5.4 You undertake not to, and not to permit any Team Member or third party to:

(a)offer for sale or lease, sell, resell, sublicense, rent or otherwise make available access to Leebry or the Services through Your account to any third party;

(b)copy, modify, translate, decompile, disassemble, or reverse engineer Leebry or any software, model, or component used in it, or attempt to derive source code, model weights, or underlying algorithms;

(c)violate or circumvent any Service Limits, or configure the Services to avoid Service Limits;

(d)use Leebry to build, train, or improve a competing product or service, or to create a substitute or similar service;

(e)use Leebry in any manner, or in circumstances, where use or failure of the Services could lead to death, personal injury, or environmental damage, or in connection with high-risk activities requiring fail-safe performance;

(f)use Leebry in a manner that violates applicable law, including laws protecting privacy, health information, financial information, or intellectual property rights, or that infringes or misappropriates the rights of any third party;

(g)introduce any malware, or attempt to gain unauthorised access to, disrupt, or interfere with the integrity or performance of Leebry, the Services, or the data contained in them; or

(h)rely on an Output as the sole basis for any decision that has legal, financial, employment, medical, safety, or similarly significant effects, without independent human review and verification.

5.5 The Organisation is solely responsible for the accuracy, quality, legality, and appropriateness of Customer Data and of the content made available to Leebry through Connected Services, and for ensuring that it has all rights necessary to make such content available to Leebry.

6. Artificial Intelligence Functionality and Outputs

6.1 AI models and providers. Leebry relies on third-party artificial-intelligence models and infrastructure to generate embeddings, perform retrieval and re-ranking, and produce Outputs. These currently include large language model completions and embeddings provided by OpenAI, and vector re-ranking provided through Google Cloud Vertex AI / Gemini Enterprise. A non-exhaustive list of the AI models, libraries and third-party services used in Leebry is set out in Annex A (AI and Third-Party Services) available here. MacPaw may add, remove, or substitute models and providers at any time in accordance with Sections 9 and 11.

6.2 Nature of Outputs. Outputs are generated by probabilistic AI systems on the basis of Inputs and the content Leebry is able to access. Outputs may be inaccurate, incomplete, outdated, misleading, or otherwise unsuitable, and may not reflect the most current state of the underlying Connected Services or Customer Data. Outputs do not constitute professional, legal, financial, medical, HR, or other regulated advice.

6.3 Human oversight and verification. You are responsible for evaluating and verifying Outputs before relying on them, and for determining whether an Output is appropriate for Your intended use. You must not rely on Outputs as the sole basis for decisions that have legal or similarly significant effects, and You must ensure appropriate human oversight of Your use of Leebry.

6.4 Similar Outputs. Due to the nature of AI systems, Outputs may not be unique, and Leebry may generate the same or similar Outputs for MacPaw or other customers. Nothing in this Agreement restricts MacPaw from developing or providing Outputs to others.

6.5 Model training. MacPaw will not use Customer Data to train publicly available foundation models. Where MacPaw’s AI Third-Party Services offer enterprise or zero-retention configurations, MacPaw will use commercially reasonable efforts to ensure that Customer Data submitted to such AI Third-Party Services is not used to train their models, subject to the terms of the applicable AI Third-Party Services. MacPaw may use aggregated, de-identified data that does not identify the Organisation, any Team Member, or any individual to operate, secure, and improve the Services.

6.6 Allocation of rights in Inputs and Outputs. As between the parties, the Organisation owns the Inputs and, to the extent permitted by applicable law and subject to the rights of third-party model providers, Outputs are assigned to the Organisation. The Organisation is responsible for ensuring that its use of Inputs and Outputs complies with applicable law and does not infringe third-party rights.

7. Integrations with Connected Services

7.1 Leebry supports two types of Integrations with Connected Services, both of which are enabled at the Organisation’s discretion. By enabling an Integration, the Organisation instructs MacPaw to access, ingest, index, and process the relevant data from the Connected Service to provide the Services.

7.2 Type 1 – Administrator-configured (organisation-level API) Integrations. For certain Connected Services (for example, Confluence), an Admin configures the Integration at the organisation level by providing API credentials, tokens, or service-account details issued within the Organisation’s own account with the Connected Service. The Integration then operates using those Organisation-level credentials and the access rights they confer. The Organisation is solely responsible for the creation, scope, security, rotation, and revocation of such credentials, for the permissions granted to them, and for ensuring that the data accessible through them is appropriate for use in Leebry by its Authorised Users.

7.3Type 2 – Administrator-enabled, user-authenticated Integrations. For other Connected Services (for example, Jira), an Admin enables the Integration at the organisation level, and each Authorised User then authenticates using that Authorised User’s own account with the Connected Service. In this case, Leebry accesses data on behalf of, and within the permission scope of, the individual authenticating Authorised User. The Organisation and each Authorised User are responsible for ensuring that such authentication and the resulting access comply with the Organisation’s internal policies and the terms of the Connected Service.

7.4 Customer responsibility for Connected Services. Connected Services are provided by third parties and are not part of Leebry. The Organisation’s use of a Connected Service is governed by the Organisation’s agreement with the relevant third party. MacPaw does not control and is not responsible for Connected Services, their availability, accuracy, security, or the consequences of enabling an Integration, including any data exposed to Authorised Users as a result of the access rights configured by the Organisation or its Authorised Users. MacPaw is not liable for any access to data that occurs because the Organisation or a User granted broader permissions than intended.

7.5 MacPaw may add, modify, deprecate, or remove support for any Integration or Connected Service at any time. Disabling or losing access to a Connected Service may affect the functionality of Leebry and the relevance or accuracy of Outputs.

8. Beta Nature of the Service

8.1 You acknowledge and agree that:

(a)Leebry is currently provided as a Beta Service and has not been commercially released in a final form;

(b)Leebry may not operate properly, may not be fully functional, and may contain errors, design flaws, defects, or other problems, and it may not be possible to make Leebry fully functional;

(c)information and Outputs obtained using Leebry may be inaccurate and may not correspond to information held in any Connected Service, database, or other source;

(d)use of Leebry may result in unexpected results, loss of or damage to data, loss of communications, security incidents, project delays, or other unpredictable damage or loss;

(e)MacPaw is under no obligation to release a commercial or general-availability version of Leebry and may, at any time and without liability, modify, suspend, discontinue, or abandon the development of Leebry or any feature, in whole or in part;

(f)MacPaw may continually test various aspects of Leebry and the Services, including its software, models, user interfaces, service levels, plans, features, and pricing; and

(g)the Services may be unsupported and may be changed at any time without notice, and are used at Your own risk.

8.2 Given the Beta nature of Leebry, the Organisation is responsible for maintaining, protecting, and backing up its own copies of any data and information that is important to it, independently of Leebry, and for all costs and expenses of backing up and restoring any data that is lost or corrupted in connection with the use of Leebry. To the maximum extent permitted by law, MacPaw has no liability arising out of or in connection with the Beta Service, the use of which is at the Organisation’s and each Team Member’s own risk, subject only to Section 18 (Limitation of Liability).

9. Changes to the Service

9.1MacPaw may, at any time and in its sole discretion, modify, update, enhance, add to, or remove features and functionality of Leebry, including the AI models, Third-Party Services (including Connected Services), and Integrations used to provide the Services. MacPaw will use commercially reasonable efforts to notify the Organisation of material changes that adversely affect core functionality, where practicable.

10. Fees and Payment

10.1Subscription and per-Seat pricing. Leebry is provided on a paid subscription basis. Fees are charged monthly; quarterly or annually (depending on the choice of the Customer fixed in the relevant Order Form) and are based on the number of Seats (the number of Authorised Users from the Organisation connected to Leebry). The applicable fees are stated in the relevant Order Form; the fees payable will be set out in the invoice issued by MacPaw to the Organisation, which will reflect the number of Seats corresponding to the Organisation’s Order Form.

10.2 Invoicing. MacPaw will issue invoices to the Organisation reflecting the number of Seats ordered. The Organisation shall pay each undisputed invoice within fourteen (14) days of the invoice date, unless a different period is stated on the invoice or Order Form. All fees are payable in the currency stated in the invoice.

10.3Changes in Seat count. If the Organisation increases the number of Seats during a billing period, the additional Seats will be reflected either in the next invoice or in additional invoice issued by MacPaw after increasing the Seat volume by the Organisation. Reductions in the number of Seats take effect from the start of the next billing period unless otherwise agreed in writing. Fees already invoiced or paid are non-refundable except as expressly provided in this Agreement or required by law.

10.4Taxes. All fees are exclusive of taxes, levies, and duties. The Organisation is responsible for all applicable taxes (including VAT and withholding taxes) other than taxes based on MacPaw’s net income. If MacPaw is required to collect or pay any such tax, it will be added to the invoice and paid by the Organisation.

10.5Late payment and suspension. MacPaw may charge interest on overdue amounts at the lower of 1.5% per month or the maximum rate permitted by law, accruing from the due date until paid. Without limiting its other rights, MacPaw may suspend access to Leebry if any undisputed amount remains unpaid more than fifteen (15) days after written notice of non-payment.

10.6 As Users. A Team Member using Leebry as an Authorised User does not pay any fees; payment for the use of Leebry by all Authorised Users is the obligation of the Organisation.

11. Customer Data, Privacy and Data Protection

11.1Ownership. As between the parties, the Organisation retains all right, title, and interest in and to Customer Data. The Organisation grants MacPaw and its sub-processors a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, index, process, display, and otherwise use Customer Data solely as necessary to provide, maintain, secure, and improve the Services in accordance with this Agreement and the DPA, and as instructed by the Organisation through its configuration of the Services and Integrations.

11.2Processing of personal data and DPA. To the extent Customer Data includes personal data subject to Data Protection Laws (which, given that Connected Services such as HiBob may contain HR and other personal data, is likely), the parties shall comply with the Data Processing Addendum (DPA), which is incorporated into this Agreement by reference and is available on the MacPaw website via this link. The DPA describes the roles of the parties (with the Organisation acting as controller and MacPaw as processor), the subject-matter, nature, and purpose of processing, the types of personal data and categories of data subjects, the security measures, the list and use of sub-processors, international transfer mechanisms (including, where applicable, the EU Standard Contractual Clauses), and personal-data-breach notification. In the event of a conflict between the DPA and the rest of this Agreement regarding the processing of personal data, the DPA prevails.

11.3 Customer responsibilities. The Organisation is the controller of Customer Data and is responsible for: (a) establishing a lawful basis for, and providing all required notices and obtaining all required consents relating to, the processing of Customer Data (including personal data of Team Members and data sourced from Connected Services); (b) determining which data is made available to Leebry through Integrations and which Authorised Users may access it; and (c) responding to data-subject requests, subject to MacPaw’s assistance obligations in the DPA.

11.4 Privacy Notice. When MacPaw processes Your personal data as a data controller, such processing is subject to Leebry Privacy Notice, which is incorporated into this Agreement by reference and available via this link. By accepting this Agreement and using Leebry, You acknowledge and agree to the Privacy Notice.

12. Third Party Requests

12.1As between the parties, the Organisation is responsible for responding to Third Party Requests for records relating to the Organisation’s or a Team Member’s use of, or information contained within, the accounts. The Organisation will seek to obtain the information required to respond through its own access, and will contact MacPaw only where it cannot comply despite diligent efforts.

12.2If MacPaw receives a Third Party Request, MacPaw will, to the extent permitted by law and by the terms of the request: (a) promptly notify the Organisation; (b) comply with the Organisation’s commercially reasonable requests regarding efforts to oppose the request; and (c) where the Organisation is otherwise unable to respond, provide information or tools reasonably required for the Organisation to respond. Where permitted, MacPaw may direct the third party to pursue the request directly with the Organisation. MacPaw retains the right to respond to a Third Party Request where it determines, in its reasonable discretion, that it is required by law to do so.

12.3Notwithstanding the foregoing, any Third Party Request that relates, in whole or in part, to the processing of personal data shall be governed exclusively by the terms of the DPA or, to the extent applicable, Leebry Privacy Notice.

13. Confidentiality

13.1“Confidential Information” means any non-public information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”) that is designated as confidential or that, by its nature or the circumstances of disclosure, ought reasonably to be regarded as confidential. MacPaw’s Confidential Information includes, without limitation, access details, URLs, and credentials; and the existence and content of any pre-release features. Customer Data and Integrations are the Organisation’s Confidential Information.

13.2 Confidential Information does not include information that: (a) is or becomes public through no breach of this Agreement; (b) was rightfully known to the Receiving Party without confidentiality obligations before disclosure; (c) is rightfully received from a third party without confidentiality obligations; or (d) is independently developed without use of the Disclosing Party’s Confidential Information. General references to the existence of Leebry, and the Leebry name and general acknowledgements of its availability, are not Confidential Information.

13.3 The Receiving Party shall: (a) use the Disclosing Party’s Confidential Information only to exercise its rights and perform its obligations under this Agreement; (b) protect it using at least the same degree of care it uses for its own confidential information of a similar nature, and in no event less than reasonable care; and (c) not disclose it to any third party except to those of its personnel and advisers, Authorised Users who need to know it and who are bound by confidentiality obligations no less protective than these. You will keep new features and functionality of Leebry confidential until officially released by MacPaw, and will not disclose Confidential Information in the public domain (for example, on forums or online platforms).

13.4The Receiving Party may disclose Confidential Information to the extent required by law or regulation, provided that, where permitted, it gives the Disclosing Party reasonable advance written notice so the Disclosing Party may seek to prevent or limit the disclosure.

13.5 On termination of this Agreement or on the Disclosing Party’s written request, the Receiving Party shall cease using and shall return or destroy (or, for information held electronically, permanently delete to the extent technically feasible without excessive expense) the Disclosing Party’s Confidential Information, and, if requested, certify such return or destruction in writing.

13.6 The parties acknowledge that damages alone may not be an adequate remedy for breach of this Section 13, and that the Disclosing Party shall be entitled to seek injunctive or other equitable relief for any threatened or actual breach, without prejudice to any other remedy.

14. Intellectual Property, Feedback and Publicity

14.1No title to or ownership of Leebry, the Services, the underlying software or models, or any other intellectual property owned by MacPaw or its licensors is transferred to You under this Agreement, other than the limited rights expressly granted in Section 4.

14.2 MacPaw may contact You to obtain Feedback. You hereby assign to MacPaw all right, title, and interest in and to any Feedback, and agree that MacPaw may use, modify, and incorporate Feedback into its products and services, and license and sublicense it, without restriction, attribution, or compensation.

14.3 The Organisation grants MacPaw a non-exclusive, worldwide, royalty-free licence to use the Organisation’s name and logo to identify the Organisation as a customer of MacPaw in MacPaw’s customer lists and marketing materials. The Organisation may withdraw this permission on written notice, after which MacPaw will cease such use within a reasonable period for future materials.

15. Warranties and Disclaimer

15.1Each party represents and warrants that it has the legal power and authority to enter into this Agreement and that this Agreement is binding on it.

15.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LEEBRY AND THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. MACPAW DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

15.3 WITHOUT LIMITING THE FOREGOING, MACPAW DOES NOT WARRANT THAT LEEBRY OR THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THEIR OPERATION WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT OUTPUTS WILL BE ACCURATE, COMPLETE, RELIABLE, OR FIT FOR ANY PURPOSE. MACPAW IS NOT RESPONSIBLE FOR ANY DEFECT OR ERROR RESULTING FROM MODIFICATION, MISUSE, OR THE ORGANISATION’S CONFIGURATION OF INTEGRATIONS OR CONNECTED SERVICES, AND MACPAW MAKES NO WARRANTY WITH RESPECT TO THIRD-PARTY SOFTWARE, MODELS, OR CONNECTED SERVICES.

16. Indemnification

16.1To the maximum extent permitted by applicable law, the Organisation shall indemnify, defend, and hold harmless MacPaw, its Affiliates, and their respective officers, directors, employees, agents, and partners from and against any and all liabilities, damages (actual and consequential), losses, and expenses (including reasonable legal and professional fees) arising from or related to any claim:

(a)made by a Team Member of the Organisation;

(b)made by any third party relating to the Organisation’s or its Team Members’ use of Leebry in violation of this Agreement, the Privacy Notice, any other applicable MacPaw policy, or applicable law;

(c)relating to Customer Data or to data accessed through Connected Services, including any allegation that the processing of such data infringes the rights of, or has caused harm to, any third party, or that the Organisation lacked the necessary rights, consents, or legal basis; or

(d)relating to the Organisation’s reliance on, or use of, any Output.

16.2MacPaw will provide the Organisation with notice of the claim (provided that failure to give prompt notice will not reduce the Organisation’s obligations except to the extent the Organisation is prejudiced), and the Organisation will have control of the defence and settlement, provided that no settlement that imposes any obligation or admission on MacPaw may be made without MacPaw’s prior written consent.

16.3.IP Indemnity by MacPaw. Subject to Sections 16.4 to 16.6, MacPaw shall defend the Organisation against any third-party claim, suit, or proceeding alleging that the Organisation's authorised use of Leebry (specifically, the MacPaw software, excluding Customer Data, Connected Services, AI Models and Third-Party Services) infringes that third party's patent, copyright, trademark, or trade secret rights (an "IP Claim"), and MacPaw shall indemnify the Organisation against damages, costs, and reasonable legal fees finally awarded against the Organisation by a court of competent jurisdiction, or agreed in settlement by MacPaw, in respect of such IP Claim.

16.4 Exclusions. MacPaw shall have no obligation under Section 16.3 to the extent an IP Claim arises out of or relates to: (a) any use of Leebry in breach of this Agreement, in combination with any product, software, data, or service not provided by MacPaw, or in a manner not contemplated by the Documentation, where the infringement would not have arisen but for such use or combination; (b) Customer Data, Inputs, or any content, data, or material made available to Leebry by or on behalf of the Organisation, including through Connected Services; (c) any Connected Service, Third-Party Service, AI model, or other third-party offering referenced in Annex A; (d) any modification of Leebry made by anyone other than MacPaw or at the Organisation's direction; (e) the Organisation's continued use of an allegedly infringing version after MacPaw has made a non-infringing version available; or (f) any Output.

16.5 Remedies. If Leebry becomes, or in MacPaw's reasonable opinion is likely to become, the subject of an IP Claim, MacPaw may, at its option and expense: (a) procure for the Organisation the right to continue using Leebry; (b) modify or replace the affected part of Leebry so that it becomes non-infringing while remaining materially equivalent in functionality; or (c) if neither (a) nor (b) is commercially reasonable, terminate the affected subscription on written notice and refund to the Organisation any pre-paid fees covering the period after the effective date of termination. This Section 16.5, together with Section 16.3, states the Organisation's sole and exclusive remedy, and MacPaw's entire liability, for any claim of intellectual property infringement by Leebry.

16.6 Conditions and Procedure. MacPaw's obligations under Section 16.3 are conditional on the Organisation: (a) promptly notifying MacPaw in writing of the IP Claim (provided that a delay in notice reduces MacPaw's obligations only to the extent MacPaw is prejudiced); (b) granting MacPaw sole control of the defence and settlement of the IP Claim (save that MacPaw shall not settle any claim in a manner that imposes a non-indemnified liability or admission on the Organisation without its prior written consent, not to be unreasonably withheld); and (c) providing MacPaw with reasonable cooperation and assistance at MacPaw's expense.

17. Third-Party Services and Materials

17.1Leebry may enable access to, or interoperate with, third-party services, software, models, and materials (including Connected Services and the AI providers in Annex A). Such third-party offerings are governed by their own terms and are provided by their respective providers, not by MacPaw. MacPaw does not endorse and is not responsible or liable for any third-party services or materials, their availability, accuracy, or security, or for any acts or omissions of their providers. The Organisation’s use of any third-party offering is at its own risk and subject to the relevant third party’s terms.

18. Limitation of Liability

18.1TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS, ANTICIPATED SAVINGS, OR LOSS OR CORRUPTION OF DATA OR INFORMATION, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE LEEBRY OR THE SERVICES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, INCLUDING NEGLIGENCE, OR OTHERWISE), AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18.2TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF MACPAW ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE ORGANISATION TO MACPAW FOR LEEBRY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

18.3The exclusions and limitations in this Section 18 apply to the maximum extent permitted by law but do not exclude or limit liability that cannot be excluded or limited by applicable law, such as liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, nor the Organisation's indemnification obligations under Section 16 . The limitations in this Section 18 apply even if a remedy fails of its essential purpose, and reflect the allocation of risk between the parties, including the Beta nature of the Service.

19. Term and Termination

19.1This Agreement is effective from the Effective Date and continues until the End Date or until terminated in accordance with this Section. Subscriptions autorenew for the next subscription period indicated in the Order Form unless terminated.

19.2Either party may terminate this Agreement for convenience on written notice, effective at the end of the then-current subscription period if another is not set forth in Order Form (in the case of termination by the Organisation) or as stated in MacPaw’s notice (in the case of termination by MacPaw). Access may also be terminated by deactivating the Organisation Account, by transition of Leebry to a final or general-availability version, or by the sunsetting of Leebry. You will be notified of the End Date in Leebry or by email.

19.3Either party may terminate this Agreement immediately on written notice if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after written notice, or immediately if the breach is incapable of cure.

19.4WITHOUT LIMITING ANY OTHER PROVISION, AND IN PARTICULAR GIVEN THE BETA NATURE OF THE SERVICE, MACPAW RESERVES THE RIGHT, IN ITS SOLE DISCRETION AND WITHOUT LIABILITY, TO SUSPEND, LIMIT, OR DENY ACCESS TO LEEBRY OR ITS PART, OR TO TERMINATE THIS AGREEMENT, AT ANY TIME, WITH OR WITHOUT CAUSE AND WITH OR WITHOUT NOTICE, INCLUDING FOR BREACH OF THIS AGREEMENT OR APPLICABLE LAW.

19.5On the End Date, all rights granted to You under this Agreement cease, You must stop using Leebry, and the data-deletion provisions of Section 11.8 apply. Termination is without prejudice to any accrued rights or obligations, including the obligation to pay fees accrued before the End Date. Fees already paid are non-refundable except as required by law.

19.6Any provision that by its nature should survive termination will survive, including Sections 1, 4.2, 5.5, 6, 8.2, 10 (for accrued amounts), 11, 13, 14, 15, 16, 17, 18, 19.5, 20, and 21 to 30.

20. Governing Law and Dispute Resolution

20.1Unless otherwise required by mandatory law in Your country of establishment, this Agreement, and any non-contractual obligations arising out of or in connection with it, are governed by the laws of the Republic of Cyprus, excluding its conflict-of-law principles.

20.2The parties shall attempt to resolve any dispute by good-faith negotiation. If the dispute is not resolved within thirty (30) days after negotiations begin, either party may submit the dispute to the competent authority.

20.3The parties consent to the exclusive jurisdiction of the courts of the Republic of Cyprus for the resolution of any dispute, claim, or controversy arising out of or in connection with this Agreement (including any non-contractual disputes or claims).

20.4WHERE PERMITTED BY APPLICABLE LAW, YOU AND MACPAW AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. UNLESS BOTH PARTIES AGREE, NO ARBITRATOR OR JUDGE MAY CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR PRESIDE OVER ANY FORM OF CLASS PROCEEDING.

21. Support and Maintenance

21.1MacPaw will provide support to the Organisation and Team Members on a commercially reasonable-efforts basis through the support channels made available in Leebry. The Organisation is responsible, at its own expense, for first-line support to its Team Members on matters specific to their access, and will use commercially reasonable efforts to resolve support issues before escalating them to MacPaw. As a Beta Service, Leebry is provided without any service-level commitment or uptime guarantee.

22. Changes to the Agreement

22.1MacPaw may modify this Agreement from time to time. MacPaw will provide notice of material changes through Leebry or by email. Changes take effect on the date stated in the notice, and Your continued use of Leebry after that date constitutes acceptance of the updated Agreement. If You do not agree to a change, You must stop using Leebry before the change takes effect.

23. Force Majeure

23.1Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, governmental action, labour disputes, epidemics or pandemics, failures of the internet or third-party services or infrastructure, or failures of AI model or cloud providers.

24. Notices

24.1Notices to MacPaw must be sent to its registered address set out above, with a copy through the support channels in Leebry or via email [email protected] . Notices to the Organisation may be given through Leebry or to the contact details indicated in the Organisation Account, this Agreement or in the Order Form. Notices are deemed received on delivery (or, for electronic notices, when sent, absent a delivery-failure notification).

25. Assignment

25.1You may not assign or transfer this Agreement, in whole or in part, without MacPaw’s prior written consent. MacPaw may assign this Agreement to an Affiliate or in connection with a merger, acquisition, reorganisation, or sale of all or substantially all of its assets. Any prohibited assignment is void.

26. Severability

26.1If any provision of this Agreement is held void or unenforceable, that provision will be interpreted and enforced to the greatest extent legally permissible to effect its original intent; if no such interpretation is possible, it will be deemed severed, and the remaining provisions will remain in full force and effect.

27. Waiver

27.1No failure or delay by a party in exercising any right under this Agreement is a waiver of that right, and no waiver is effective unless in writing. A waiver of any breach is not a waiver of any subsequent breach.

28. Relationship of the Parties

28.1The parties are independent contractors. This Agreement does not create any partnership, joint venture, agency, fiduciary, or employment relationship, and neither party has authority to bind the other.

29. Entire Agreement

29.1This Agreement, together with the Order Form(s), the DPA, the Privacy Notice, and the annexes, constitutes the entire agreement between the parties regarding Leebry and supersedes all prior or contemporaneous agreements, proposals, and communications, whether oral or written, on that subject.

30. Beta Carve-Out and Order of Precedence

30.1Because Leebry is currently a Beta Service, the Organisation accepts the heightened disclaimers, risk allocation, and termination rights in this Agreement as a fundamental condition of being granted early access. In the event of any conflict, the order of precedence is: (1) the applicable Order Form or invoice (for commercial terms only); (2) the DPA (for personal-data processing only); and (3) this Master Service Agreement and its annexes.