TERMS AND CONDITIONS OF SERVICE

CRESSET SOFTWARE

Last updated 1st June 2026, Version 1.0

These Cresset terms of service (along with any other terms, policies and Order Forms referenced herein, which are incorporated into, and form an integral part hereof) (this “Agreement“) are entered into by Cresset and the entity or person agreeing to this Agreement (“you” or “your” or “Customer”) and govern your access to and use of our Services. “Cresset” means the Cresset entity identified on the Order Form and “we” or “us” means Cresset. This Agreement is effective on the Commencement Date as specified in the Order Form. If you are accepting on behalf of a company, you represent and warrant that (i) you have full legal authority to bind that company to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree on behalf of that company, to this Agreement. Definitions of capitalised terms are in Schedule 1.

1. OUR SERVICES

1.1. Cresset provides access for businesses and their authorised Users to install and use the Software together with associated services. The specific nature of the Software and associated services to be provided to you by Cresset pursuant to this Agreement will be specified in the Order Form as the “Services”. Further details about all our available products and services are available on our website www.cresset-group.com (the “Website”) which may be modified or updated from time to time.

1.2. The Services may include certain artificial intelligence tools (features, assistants and co-pilots, collectively referred to as “AI Features”). AI Features use machine learning models that generate predictions based on patterns in data. You understand and acknowledge that the AI Features are not mandatory or integrated by default, the Cresset Services and Software may be used without enabling the AI Features. If you elect to use the AI Features then additional terms and conditions apply, which are incorporated into this Agreement by reference and are attached hereto in Schedule 3. The AI Features do not process or store any Personal Data.

2. REGISTRATION AND PLACING ORDER

2.1. Certain services provided by Cresset will require us to send you Login Details. By submitting your Order Form, you consent to us conducting verification and security procedures in respect of the information provided in the Order Form and once completed, we will create and send to you the Login Details.

2.2. You hereby warrant that the information provided by you is true, accurate and correct. You further warrant that you shall promptly notify us in the event of any changes to such information provided.

2.3. Each Order Form will specify your Scope of Use for the applicable Service(s), which may include: (a) the Cresset Software products linked to your account (b) the number and type of Users permitted; (c) the permitted Designated System and User Locations; (d) storage limits or capacity of Customer Materials; (e), devices, licences, copies or instances; (f) the commencement date and duration of your Subscription Term; (g) any free periods permitted, or (h) any other entitlements or restrictions. An Order Form may contain additional or different terms, conditions, and information regarding the Services you are ordering. In the event of any conflict or inconsistency between this Agreement and any Order Form, the applicable Order Form shall apply only to the extent of the inconsistency.

3. ADDING A NEW SERVICE TO YOUR ORDER

3.1. During a Subscription Term, you may upgrade your existing order by either: (i) adding additional Users or User Locations; (ii) adding additional features and functionalities to an existing Service; (iii) adding one or more additional Services; and/or (iv) upgrading to a longer Subscription Term (collectively, “Subscription Upgrades”). Some Subscription Upgrades or other changes may be considered to be a new purchase, which will form a new contract and a new Subscription Term, and some won’t, and this will be clearly communicated to you in the new order. Upon a Subscription Upgrade, you will be billed for the applicable increased amount of Fees, at our then-current rates (unless indicated otherwise in the new order), which shall be either: (1) prorated for the remainder of the then-current Subscription Term, or (2) whenever the Subscription Term is being restarted due to the Subscription Upgrade, then the Fees already paid by you will be credited towards the new upgraded Fees, and the difference shall be due and payable by you upon the date on which the Subscription Upgrade was made.

4. PROVISION OF THE SERVICES

4.1. Following the conclusion of your order in accordance with clause 1 or following a Subscription Upgrade in accordance with clause 3, we will provide the Services in accordance with this Agreement (including the Order Form(s) and any other document or terms referred to in this Agreement) and you may use the Services in accordance with this Agreement for the duration of the Subscription Term(s).

4.2. We will make the Software available to you by providing a licence key. You will be able to assign Users, subject to any limitations as set out in the Scope of Use. The number of permitted Users will be specified in the Order Form.

5. USING THE SERVICES (LICENCE, RIGHTS AND RESTRICTIONS)

5.1. Subject to the terms, conditions and restrictions set forth in this Agreement, we grant you a revocable, non-exclusive, non-transferable (without a right to sub-licence) license to install and Use the Software on the Designated System at the User Location and use the Services and any applicable Documentation as referred to in your Order Form(s) during the applicable Subscription Term, in accordance with this Agreement and the applicable Scope of Use.

5.2. You shall not, and shall procure that Users shall not, except as expressly permitted in this Agreement (i) modify, translate, create or attempt to create derivative copies of or copy the Software in whole or in part; (ii) reverse engineer, decompile, disassemble or otherwise reduce the object code of the Software to source code form; (iii) circumvent, interfere with, disrupt or disable any security or other technological features or measures of the Software; and (iv) distribute, sub-licence, assign, share, timeshare, resell, rent, lease, transmit, grant a security interest in or otherwise transfer the Services or your right to use the Services

5.3. You are responsible for ensuring that any Customer Materials are not deemed to be offensive, illegal, inappropriate or that in any way:

5.4. You hereby grant and procure that any User grants to us a non-exclusive, worldwide royalty free licence to use the Customer Materials and all other materials submitted by you or any User for the Purpose.

5.5. You acknowledge that the Services do not verify the rights and restrictions applicable to any Customer Materials. Where you do not own the Customer Materials, you are solely responsible for checking the relevant licence rights and restrictions applicable to any Customer Materials. We shall not be liable to you for any losses, damages, costs or expenses incurred by you arising out of or in connection with your use of any Customer Materials through the Services.

5.6. You warrant and represent:

5.7. You further agree that at all times, you shall, and procure that any User shall:

5.8. You shall:

5.9. You shall keep, and procure that all Users keep, any Login Details confidential and secure. Without prejudice to our other rights and remedies, we reserve the right to promptly disable your Login Details and suspend your access and use of the Services in the event we have any reason to believe that any User has breached any of the provisions set out herein.

5.10. You acknowledge that you shall be responsible for all use of the Services by Users. You shall be liable for breach of this Agreement by a User as if it were a breach by you. We reserve the right to suspend the access of any User we believe, acting reasonably, is not using a Service for your benefit and on your behalf.

5.11. We shall use reasonable endeavours to always make the Services available to you, the Users, but we cannot guarantee an uninterrupted or fault free service.

5.12. Our ability to provide the Services may be impaired by conditions or circumstances that are beyond our control, including, without limitation third party service providers or software and hardware features or functionality of your devices, personal computer, operating system. We shall take reasonable action to minimise the disruption caused by such circumstances, but you acknowledge, agree and accept that some such interruptions may not be avoidable.

5.13. We reserve the right to make changes to the Services or part thereof, from time to time at our sole discretion, and we may from time-to-time update, add, remove, modify and/or vary any features or functionalities of the Services. Such changes shall not however, remove any material element of functionality previously available as part of the Services.

5.14. You are responsible for ensuring that your computer systems meet the requirements and specifications as set out on our Website or communicated to you from time to time any applicable Documentation or as communicated to you by us from time to time.

6. FEES AND PAYMENT

6.1. Certain Services are provided on a subscription basis (a “Subscription”) for the term specified in your Order Form (a “Subscription Term”). All Fees are payable in advance and are non-refundable, save as expressly stated in this Agreement or an Order Form. The Fees payable by you for your Subscription will be as set out in the Order Form.

6.2. Invoices are payable within thirty (30) days of the date you receive such invoice unless stated otherwise in the Order Form. If we do not receive your payment for any undisputed invoiced amounts within thirty (30) days after the applicable due date, we reserve the right (a) to charge interest on all undisputed invoices presented to you which are not paid by the applicable due date at the then current statutory rate, such interest to accrue on a daily basis from the date on which such undisputed payment became overdue up to the date on which we receive the full outstanding undisputed amount together with all accrued interest, whether before or after judgment; and (b) to temporarily withhold or suspend your access to the Software or the Services and/or terminate your order(s) or this Agreement.

6.3. All Fees payable hereunder are exclusive of VAT or other sales tax, which will be added at the applicable rate and all payments to be made by you hereunder shall be made without set-off, compensation, deduction or counterclaim and without deduction for any taxes, levies, duties, fees, deductions, withholdings, restrictions or conditions of any nature whatsoever. If at any time any applicable law requires you to make any such deduction or withholding from any such payment, the sum due from you with respect to such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, we receive a net sum equal to the sum which we would have received had no deduction or withholding been required.

7. DURATION, SUSPENSION AND TERMINATION OF YOUR ORDERS

7.1. Your Subscription Term(s) shall be for the period as specified in the applicable Order Form and commencing on the date specified in the Order Form and, unless specified otherwise in the Order Form, each applicable Subscription Term shall automatically expire at the end of the Subscription Term. Any renewals or extensions to your Subscription Term shall be subject to separate written agreement between the Parties.

7.2. We may suspend your access to one or more Services or suspend or terminate all or any part of your order(s) or this Agreement immediately on notice to you in the event that:

7.3. You acknowledge and agree that we shall have no liability for any losses incurred by, or any other consequences experienced by, you or any third party as a result of any termination or suspension of your access to the Services.

7.4. Either party may terminate this Agreement (including all related orders) if the other party (a) fails to cure any material breach of this Agreement within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter); or (d) if we elect to discontinue providing a Service for which you have purchased a Subscription, in whole or in part (in which case you will be entitled to a pro rata refund of any Fees for any unexpired period of a Subscription Term.)

7.5. Upon termination of a Subscription, your and any User’s access to your User Account and the Services shall cease and any Customer Materials will be securely deleted.

8. INTELLECTUAL PROPERTY RIGHTS, USAGE DATA AND FEEDBACK

8.1. The Services, the Software, the Website and the Documentation, including all Intellectual Property Rights, title and interest therein, and all upgrades and other adaptations and modifications of or to the foregoing (including as developed by us in the course of providing the Support Services), are owned or licensed by, and are proprietary to, us. Except as expressly provided in this Agreement, we grant no rights or licenses under this Agreement whatsoever in or to Software or the object code or source code therein. All rights and licenses to Services not expressly granted herein are hereby reserved by us. No title to or ownership of any Service or source code or proprietary rights related to Services or any related materials is transferred to you under this Agreement. You are expressly prohibited from:

8.2. You and/or your licensors own all rights in the Intellectual Property Rights relating to the Customer Materials. Except as licensed to us in accordance with this Agreement, all right, title and interest in and to the Customer Materials will remain exclusively with you and/or your licensors.

8.3. Save where expressly permitted under this Agreement, we are expressly prohibited from:

8.4. You acknowledge and agree that (i) we may monitor the use of the Services by you and collect data relating to such use solely for purposes of: (a) providing the Services, (b) ensuring compliance with this Agreement, and (c) planning, development and improvements with respect to the Services; (ii) we may publish and display Usage Data for the promotion of the Services, during the Term of this Agreement and thereafter, as long as the Usage Data is aggregated and anonymised such that any customers, users or other information cannot be identified, extracted, inferred, reverse-engineered, extrapolated or interpolated.

8.5. “Usage Data” means: (i) the number of Users and the geographical location where such Users are located (but not, for the sake of clarity, the identity of any User or the specific location), (ii) counts of login activity and feature usage, (iii) Identifying global trends and behaviour patterns, (iv) device models, screen sizes and software versions in use including operating systems and (v) error frequency and patterns. From time to time, you may choose to submit comments, information, questions, data, ideas, description of processes, or other information to us, (“Feedback”). We may in connection with the Services freely use and exploit any Feedback to improve our Services without any obligation, royalty or restriction based on intellectual property rights or otherwise. Nothing in this Agreement limits our right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.

9. CONFIDENTIALITY

All confidential, non-public information one party receives from the other in its performance of this Agreement that is marked “confidential” or that the other party knows, or reasonably should know, is confidential to such party, including software and information relating to products, pricing, Intellectual Property, technical information, molecules, Customer Materials, business strategies (including the existence of, the terms of and its position in any dispute in relation to an Agreement), employees, officers, contractors and agents and customers (“Confidential Information”), will be held in confidence and only be used strictly in accordance with this Agreement and not for any other purposes and will not, without the express written consent of the disclosing party, be used or disclosed except to those of the receiving party’s representatives and Affiliates who are bound to substantially similar obligations of confidentiality and have a need to know. Each party will be responsible and liable for the acts and omissions of its representatives and Affiliates to the same extent as if performed by such party. In any case, the receiving party shall exercise at least the same standard of care to protect such information from unauthorised disclosure or use as it uses to protect its own confidential information of a similar nature, which in no event shall be less than reasonable care. For the avoidance of doubt, information which (a) is in the public domain at the time of its disclosure by disclosing party or thereafter; (b) was properly in the receiving party’s possession prior to such disclosure by disclosing party; or (c) was disclosed to receiving party by a third party who did not obtain such Confidential Information, directly or indirectly, from the other party subject to any confidentiality obligation, will not be considered Confidential Information under an Agreement. Notwithstanding the confidentiality obligations under an Agreement, the receiving party is free to make disclosure of any Confidential Information in a judicial, legislative, or administrative investigation or proceeding or to a government or other regulatory agency; provided that, to the extent permitted by the circumstances, the receiving party provides to disclosing party prior written notice of the intended disclosure to enable the disclosing party the reasonable opportunity to contest or limit such disclosure (including reasonable assistance at disclosing party’s expense) or, if prior written notice is not permitted, prompt notice of such disclosure if such disclosure is allowed under applicable law or regulation. Each party acknowledges that the disclosure of Confidential Information may cause irreparable injury to the party whose information is disclosed. Therefore, each party is, upon a disclosure or threatened disclosure of any Confidential Information, entitled to seek injunctive relief. This provision shall not in any way limit such other remedies as may be available to such party at law or in equity.

10. EXCLUSION OF WARRANTIES, LIMITATION OF LIABILITY AND INDEMNITY

10.1. You hereby warrant that (a) all Users with access to the Services are at least 18 years old; (b) you have the right and capacity to enter into and be bound by this Agreement; (c) you shall comply with all applicable laws regarding the use of the Services.

10.2. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) THE SERVICES ARE PROVIDED “AS IS”, “WHERE IS” AND “AS AVAILABLE”, AND WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY (INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR PURPOSE, SYSTEM INTEGRATION, OR WARRANTIES WITH RESPECT TO THE QUALITY, AND/OR PERFORMANCE OF, THE SERVICES); AND (B) WE DO NOT REPRESENT, WARRANT OR PROVIDE ANY OTHER FORM OF GUARANTEE THAT THE SERVICES MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, OR ARE FREE FROM ERRORS OR DEFECTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US, OUR AGENTS, OUR THIRD-PARTY SERVICE PROVIDERS, SUBCONTRACTORS, OFFICERS, EMPLOYEES OR REPRESENTATIVES SHALL CREATE ANY WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY, AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE WITH RESPECT TO US. YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR THE RESULTS OBTAINED FROM THE USE OF THE SOFTWARE.

10.3. Nothing in this Agreement shall be deemed to exclude, restrict or limit liability for the following categories:

10.5. You shall, to the maximum extent permitted by law, but subject to clause 10.7, indemnify, defend and hold us harmless for any and all losses in respect of, arising from, or asserted in, any demand, or any civil, criminal, administrative, or investigative claim or proceeding commenced or threatened by any third party (a “Third Party Claim”) against us arising or resulting from (a) a wilful breach of obligations hereunder by you (b), the use of the Services in a manner not permitted by this Agreement, or, (c) your infringement or misappropriation of, or any other violation of, a third party’s Intellectual Property Rights.

10.6. We shall, to the maximum extent permitted by law, but subject to clause 10.7, indemnify, defend and hold you harmless for any and all losses in respect of any Third Party Claim against you arising or resulting from (a) the gross negligence or wilful misconduct of Cresset in the performance of our obligations under this Agreement, (b) a wilful breach of our obligations hereunder or, (c) our infringement or misappropriation of, or any other violation of, a third party’s Intellectual Property Rights.

10.7. Except in connection with (a) a party’s breach, violation, infringement or misappropriation of (i) the other party’s Intellectual Property Rights, (ii) a third party’s intellectual property rights or (iii) it’s confidentiality obligations under clause 9; (b) a breach of any party’s data protection, (c) your liability for your payment obligations hereunder or (d) your breach of a warranty under clause 10.1, the total amount of either party’s liability to the other party per claim or series of related claims shall not exceed the Fees paid by you to us in the twelve (12) month period immediately preceding the month in which the claim arose (provided that all claims arising from the same or substantially the same circumstances will be treated as one, and will be treated as arising on the date on which the first such claim arose).

11. SUPPORT

11.1. We shall provide telephone and email support services in accordance with the terms set out in Schedule 2.

12. DATA PROTECTION

12.1. Both Parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 12 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation. In this Clause 12, controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures will have the meanings given in the Data Protection Legislation, and process and processed will be construed accordingly.

12.2. The Parties acknowledge that for the purposes of the Data Protection Legislation, you are the controller and we are the processor.

12.3. Without prejudice to the generality of Clause 12.1, you will ensure that you have all necessary consent and appropriate notices in place to enable lawful transfer of personal data to us for the duration and purposes of this Agreement.

12.4. The Parties agree, in relation to this Agreement and any associated Data Processing Addendum or Agreement, to comply with all applicable Data Protection Legislation. The Parties further confirm:

13. ANTI-BRIBERY AND ANTI-CORRUPTION

13.1. Both Parties shall:

14. EXPORT CONTROLS, SANCTIONS AND ENCRYPTION COMPLIANCE

14.1. Customer Representations and Warranties. You represent and warrant to Cresset on a continuing basis throughout the term of this Agreement that:

14.2. Customer Undertakings. You undertake that you will promptly notify Cresset in writing if you become aware of any circumstances that would cause any of the representations and warranties in Clause 14.1 to be or become inaccurate or misleading in any respect.

14.3. Compliance Screening. You acknowledge that Cresset is required to comply with applicable export control and sanctions laws and may, at its discretion and without liability, conduct screening checks against applicable sanctions and restricted party lists. The grant of any licence under this Agreement is conditional on Cresset being satisfied, acting reasonably, that such grant does not violate any applicable law or regulation. Cresset reserves the right to suspend or withhold access to the Software immediately and without prior notice where it reasonably believes that continued provision may result in a breach of applicable law.

14.4. Suspension and Termination. Without prejudice to any other rights or remedies available to it, Cresset may immediately suspend or terminate this Agreement and any licence granted hereunder, without liability to you, if Cresset determines, in its reasonable discretion, that: (a) any representation or warranty given by you under Clause 14.1 is or has become untrue or inaccurate; (b) the continued provision of the Software would or might cause Cresset to breach any applicable export control, sanctions, or encryption law; or (c) you have failed to comply with your undertaking under Clause 14.2.

14.5. Customer Indemnity. You shall defend, indemnify, and hold harmless Cresset and its officers, directors, employees, and agents from and against any and all claims, losses, damages, fines, penalties, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) any breach of the representations, warranties, or undertakings set out in this Clause 14; or (b) any failure by you to obtain or maintain any licence, permit, or approval required under applicable law in connection with the Customer’s receipt or use of the Software.

14.6. Acknowledgment. You acknowledge that: (a) the Software may be subject to UK and/or US export control laws and regulations by reason of its encryption functionality; (b) it is your sole responsibility to ensure compliance with all laws applicable to the import, possession, and use of the Software in your jurisdiction(s) of operation; and (c) Cresset makes no representation or warranty as to the lawfulness of your import or use of the Software under the laws of your jurisdiction.

15. GENERAL

15.1. If either party is prevented or delayed from performing any of its obligations under this Agreement by acts of God, war, hostilities, riot, fire, epidemics, pandemics, explosion, accident, flood, sabotage, lack of adequate power or labour, strike, lock-out or injunction, compliance with governmental laws, regulations or orders or any other cause which affects performance of this Agreement arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of the party affected (“Force Majeure”) its obligations under this Agreement shall be suspended for so long as the Force Majeure continues and to the extent that that party is so prevented, hindered or delayed. If any Force Majeure prevails for a continuous period in excess of 30 days, either party shall be entitled to terminate this Agreement in its entirety or in part by giving notice in writing to the other party.

15.2. If we fail at any time to insist upon strict performance of our obligations under this Agreement, or if we fail to exercise any of the rights or remedies to which we are entitled to under this Agreement, this will not constitute a waiver of any such rights or remedies and shall not relieve you from compliance with such obligations.

15.3. A waiver by us of any default shall not constitute a waiver of any subsequent default.

15.4. No waiver by us of any of the terms of this Agreement shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.

15.5. All notifications and communication should be sent to the contact details set out in the Order Form. A notice or communication is deemed given: (i) if delivered personally, when left at the relevant party’s address; (ii) if sent by post, two working days after posting it; (iii) if sent by e-mail on completion of its transmission.

15.6. If any part of this Agreement is determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent, be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.

15.7. This Agreement (including the Order Form and any other documents referred to herein) represent the entire agreement between you and us in respect of your use of the Services and shall supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.

15.8. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. You may not assign or transfer this Agreement (in whole or in part) or any of your rights or obligations hereunder, unless you make a request in writing in advance and we reply in writing consenting to your request. We may require you and the proposed assignee/transferee to agree to additional terms or pay additional fees. We do not give blanket consents, so you will follow these procedures for each additional or subsequent transfer or assignment you or your permitted assignees/transferees wish to make. We may assign this Agreement and any of our rights or obligations under this Agreement to an Affiliate, in our sole discretion.

15.9. You acknowledge that in entering into this Agreement, you have not relied on any representations, undertaking or promise given by or implied from anything said or written whether on the Website, the Internet or in negotiation between us (whether made innocently or negligently) except as expressly set out in this Agreement.

15.10. A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of this agreement.

15.11. This Agreement is governed by and construed in accordance with the laws of England and Wales.

16. Disputes

16.1. The parties shall attempt to resolve any dispute arising out of or relating to this Agreement through negotiations between their appointed representatives who have the authority to settle such disputes.

16.2. If the dispute cannot be resolved within 5 business days after the dispute has arisen, either party may give written notice to the other party that a dispute has arisen (Dispute Notice). Within 3 business days after receipt of the Dispute Notice, the dispute shall be referred to the Chief Executive Officer (or equivalent) of each party for resolution. If the dispute is not resolved by agreement in writing between the parties within 21 days of receipt of the Dispute Notice, the Dispute shall be resolved in accordance with the remaining provisions of this clause.

16.3. Either party may refer the dispute for final resolution by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be 3 (Tribunal). Each of the parties shall appoint one arbitrator. The 2 arbitrators so appointed shall choose the third arbitrator who will act as the Chairman of the Tribunal. The seat, or legal place, of arbitration shall be London, United Kingdom. The language to be used in the arbitral proceedings shall be English.

16.4. This clause is without prejudice to either party’s right to seek interim relief against the other party (such as an injunction) through the English courts to protect its rights and interests, or to enforce the obligations of the other party.

Schedule 1

Definitions

“Affiliate” means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.

“Applicable Law” any and all (i) laws, ordinances, or regulations, (ii) codes, standards, rules, requirements, orders and criteria issued under any laws, ordinances or regulations, (iii) rules of any self-regulatory organisation (including the rules of any securities exchange or equivalent) and (iv) any and all judgments, orders, writs, directives, authorizations, rulings, decisions, injunctions, decrees, assessments, settlement agreements, or awards of any Governmental Authority;

“Business Day” means any weekday, other than a bank or public holiday in England;

“Business Hours” means between 09:00 and 17:30 GMT on a Business Day;

“Commencement Date” means the commencement date of the Agreement as set out in the Order Form;

“Cresset Representative” means the person identified on the Order Form responsible for providing the Support Services;

“Customer Materials” means any and all data, files, documents, reports, multimedia files, third party links, images, videos, and any other information or material whatsoever (in any format) that are:

“Customer Representative” means the person or persons identified as such in the Order Form;

“Data Protection Law” means all laws and regulations, including but not limited to laws and regulations of the European Union, the European Economic Area and their member states, Switzerland, the UK GDPR, and the United States of America, and any other jurisdiction applicable to the processing of Personal Data under the Agreement;

“Defect” means a defect, error or bug having an adverse effect on the appearance, operation or functionality of the Software, but excluding any defect, error or bug caused by or arising as a result of:

“Designated System” means any PC, Macintosh or Linux workstations or Linux clusters located at User Location;

“Documentation” means the documentation relating to the Software made available by Cresset from time to time;

“Fees” means the fees payable by you for the Services, as set out in an Order Form;

“GDPR” means the General Data Protection Regulations 2016/679;

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any supra-national authority and any self-regulatory or quasi-governmental organisation exercising executive, legislative, judicial, regulatory or administrative functions or pertaining to government (including, in each case, any branch, department or official thereof);

“Improvements” means improvements to the Software that we will make pursuant to any Feedback, whether for the purpose of fixing an error, bug or other issue in the Software, or enhancing the functionality of the Software which are not derived in whole or in part from any of your Confidential Information;

“Intellectual Property Rights” means all intellectual property rights throughout the world including without limitation, (a) any right arising under any patent, copyright, trademark, trade secret or other intellectual property law anywhere in the world; (b) all Software (including all related data), processes, methodologies, technologies, algorithms, architectures, techniques, designs, reports, works of authorship, video recordings, audio recordings, photographs, models, trade secrets, customer and supplier lists, pricing and cost information, business and marketing plans and proposals, trademarks, service marks, logos, business names, formulae, ideas, inventions (including all patents, patent Software s, patent disclosures, and any reissuances, continuations, continuations-in-part, revisions, and re-examinations thereof), discoveries, programmer interfaces, specifications, operating instructions, know-how, drawings, concepts, notes, manuals, documentation, training materials, and job aids, regardless of whether intellectual property rights actually inhere in any such items; (c) any other tangible or intangible items in which intellectual property rights may inhere; and (d) all modifications, enhancements, translations, adaptations, derivations/derivative works, and combinations of any of the foregoing, patents, utility models, trade and service marks, trade names, domain names, right in designs, copyrights, moral rights, topography rights, rights in databases, trade secrets and know-how and in all cases whether or not registered or register able and including registrations and Software s for registration of any of these and rights to apply for the same, and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these anywhere in the world;

“Login Details” means the licence key or unique username and password required for all Users to access and use the Software and/or Services;

“Order Form” means an order in respect of the Services that you submit to us (and which is accepted by us) in accordance with this Agreement;

“Person” means a natural person, partnership, domestic or foreign limited partnership, domestic or foreign limited liability company, trust, estate, association, corporation, other legal entity, or Governmental Authority;

“Personal Data” means personal data received by us from or on your behalf in connection with the performance of our obligations under this Agreement, excluding any personal data received by us from you in relation to the entry and enforcement of this Agreement;

“Purpose” means to use, copy, compress, modify and transmit in order to provide you with the Services and perform our obligations under this Agreement;

“Scope of Use” means your permitted scope of use for one or more Services as specified in an Order Form;

“Services” means all of the services to be provided by us to you pursuant to this Agreement and which shall be fully set out in the Order Form;

“Software” means those computer programs provided by Cresset to you pursuant to this Agreement as specified in the Order Form;

“Sub-processors” means another data processor engaged by us for carrying out processing activities in respect of the Personal Data on your behalf;

“Subscription Term” means the duration of your subscription to the Services which shall be specified in the Order Form and which shall commence on the date specified as the Commencement Date;

“Support Services” means support and maintenance services provided or to be provided by us in accordance with Schedule 2;

“Technical Requirements” means those technical requirements for the operation of the Software as set out on the Website or comminated to you from time to time;

“UK GDPR” has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018;

“Upgrades” means new versions of, and updates to, Software, whether for the purpose of fixing an error, bug or other issue in the Software or enhancing the functionality of the Software;

“User(s)” shall mean a person who you have permitted to access and use your User Account including your employees, representatives, consultants, contractors, agents, or other third parties, provided they are acting for your benefit and on your behalf, and who has been given the Login Details;

“User Account” means your account on the Software which is accessible only by authorised Users; and

“User Location” means the locations permitted for the use of the Software as set out in the Order Form.

Schedule 2

Service Level Agreement

1. Introduction

References in this Schedule to Paragraphs are to the paragraphs of this Schedule, unless otherwise stated.

2. Customer Support

2.1 Cresset will make available, during Business Hours, a Cresset Representative contact for the purposes of:

3. Upgrades and Improvements

4. Back-up and Restoration

4.1 Subject to Paragraph 4.2 the Provider will:

4.2 In the event of the loss of, or corruption of, Customer Materials stored on the Software being notified by you to us under Paragraph 2 we shall if so directed by you use reasonable endeavours promptly to restore the Customer Materials from the most recent available back-up copy however we shall have no liability to you in the event that all Customer Materials cannot be recovered.

4.3 We will not be responsible for any loss, destruction, alteration or disclosure of Customer Materials caused by any third party (except those third parties sub-contracted by us to perform services related to Customer Materials maintenance and back-up for which it will remain fully liable).

Schedule 3

Additional terms for AI Features

The Customer understands and acknowledges that the AI Features are not mandatory or integrated by default, the Cresset Services and Software may be used without enabling the AI Features. If the Customer elects to use the AI Features then the following terms and conditions will apply.

These AI terms and conditions (“AI Terms“) are hereby entered by and between the Customer and Cresset and govern the use of the large language models (LLMs) or other machine learning, artificial intelligence or generative AI-based chemistry features, assistants and co-pilots which may be made available through the Services (“AI Features“). The AI Terms form an integral part of the agreement for services entered into by Customer and Cresset (“Agreement“), defined terms used however not defined herein, shall have meaning as defined in the Agreement.

1. Acceptance of the AI Terms

THESE AI TERMS, TOGETHER WITH THE AGREEMENT AND ANY ADDITIONAL POLICIES, SET FORTH AND SETTLE THE TERMS ACCORDING TO WHICH THE CUSTOMER MAY USE THE AI FEATURES. BY USING THE AI FEATURES, THE CUSTOMER ACKNOWLEDGE THAT IT HAS READ, UNDERSTOOD AND AGREED TO BE BOUND BY THESE AI TERMS.

2. License

Cresset hereby grants the Customer a limited, revocable, non-exclusive, non-transferable and non-sublicensable license to use the AI Features. The use of the AI Features is subject to the Customer’s compliance with any and all applicable laws and these AI Terms.

3. Content

The output insights generated and returned by the AI Features (“Output”) are based on the metadata processed on and through the Cresset Software (“Input”), the Input and Output shall collectively be referred herein as “Content”. The Customer is solely responsible for ensuring that the Content complies with applicable laws and these AI Terms. As between the Parties and to the extent permitted under applicable laws, the Customer is the owner of the Input and is hereby granted a perpetual right and license to reproduce, copy, distribute, publicly display and prepare derivative works of the Output. The Content may be used for any legal and lawful purpose, including commercial purposes and publication, at Customer’s own risk. Prior to publication, it is recommended to add a disclosure that the Output was generated by AI tools. Due to the nature of machine learning, Output may not be unique, and the AI Feature may generate the same or similar output for other users. As between the Customer and Cresset, Cresset retains all ownership in and to the AI Features, including but not limited to all algorithms or models and aggregated results of developing the AI Features.

4. No Personal Data, No Training

4.1 The AI Features do not process or store any personal data or sensitive data of Customers or Users. User interactions with the AI Features are stored locally within the Customer’s own environment (for example, within their Flare session history) and are not transmitted to Cresset servers. We do not collect or store names, emails, or other personal information.

4.2 The AI Features do not train or learn from Customer’s data. Cresset ensures that Inputs are not used for training or fine-tuning AI models, maintaining confidentiality and compliance with data protection regulations.

5. Accuracy and Infringement

5.1 Cresset does not guarantee the accuracy of any Output generated by the AI Feature. Given the probabilistic nature of machine learning, and AI, use of our AI Features may in some situations result in incorrect Output that does not accurately reflect the action generated. The Customer shall evaluate the accuracy of any Output and shall not rely on Cresset to do so. In particular, for models generating or predicting molecular structures, properties or biological activities, the Customer acknowledges that such Outputs are hypothetical and intended for research use only.

5.2 Due to the nature of the AI Features, Cresset does not represent or warrant that (a) any Output or AI Features do not incorporate or reflect third-party content or materials or (b) any Output or AI Features will not infringe third-party intellectual property rights. Notwithstanding anything to the contrary in the Agreement, (c) Cresset shall not be required to defend, hold harmless or indemnify the Customer or any related party against any claims of intellectual property infringement or misappropriation by Outputs or AI Features, including any third party intellectual property Infringement claims, and (d) Cresset shall not be liable if any Output or AI Features infringe or misappropriate any third-party intellectual property rights.

6. Acceptable Use Policy “AUP”

6.1 The Customer hereby represent and warrant that it will not, nor will it authorise anyone on its behalf, including an authorised User, to:

7. Disclaimer

CRESSET DEVELOPS AND DEPLOYS AI FEATURES IN ACCORDANCE WITH ITS RESPONSIBLE AI STANDARD OPERATING PROCEDURE (SOP) AND APPLICABLE REGULATORY GUIDANCE.
IN ADDITION TO ANY DISCLAIMERS SET FORTH IN THE AGREEMENT, THE AI FEATURES ARE PROVIDED ON AN “AS IS” AND AS “AVAILABLE” BASIS. CRESSET AND THE APPLICABLE THIRD-PARTY PROVIDER, MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE AI FEATURES, OR THE INFORMATION, TEXT, AND CONTENT INCLUDED IN THE OUTPUT, OR THE USE OF THE INPUT, INCLUDING WITHOUT LIMITATION, ACCURACY OF THE RESULTS, AVAILABILITY, SUITABILITY, RELIABILITY, OR CONTENT OF ANY INFORMATION.