Revax

PRIVILEGED AND CONFIDENTIAL

251996469 v2

Revax - Alpha Release Terms

Welcome to the Alpha Release Terms for the Revax platform (the "Platform") operated by Revax Technologies Limited("Revax ", "we", "us", or "our"). These Alpha Release Terms (these "Terms") govern your access to and use of an ‘alpha’ version of the Platform for your testing and evaluation purposes.

Important notes:
• Please read these Terms carefully. Please review these Terms carefully and make sure that you understand them before using the Platform.
• Legally binding. These Terms are a legally binding agreement between you and Revax . By creating an Account or otherwise using the Platform, you acknowledge that you have read and understood, and agree to be bound by these Terms.
• Authority. If the individual accepting these Terms is accepting them on behalf of a company or another legal entity, such individual represents that they have the authority to bind such entity to these Terms, in which case the terms “you” and “your” shall refer to
such entity.
• Alpha Release. You acknowledge that you are receiving an ‘alpha release’ version of the Platform and that we have not yet completed all necessary or planned testing of the Platform. We are still building and iterating:
o You accept that we may change, modify, add, or delete the Platform or any features or functionalities thereof at any time.
o We make no guarantees that the Platform or any specific features or functionalities thereof will be made into a commercially available version

• As-is. We provide the Platform "as is". To the fullest extent permitted by law, we disclaim all implied terms, conditions representations and warranties (including any in respect of quality, accuracy, ability to achieve a particular result, title, non- infringement, merchantability, fitness for a particular purpose or that might otherwise arise because of our dealing or usage of trade).

• Testing only. You can only use the Platform under these Terms to internally evaluate and test the Platform and for no other purpose
whatsoever.

ACCOUNTS AND CONTENT
1.1 Account. In order to access the Platform, you must create an account by following the account setup instructions, and authorising your account (“Account”) and you may link certain of your account(s) to third-party systems and applications to the Platform (“Connected Applications”) to enhance or augment the functionality thereof (including the quality of AI Actions (as defined below)). You shall at all times be responsible and liable for any activities that occur on or via your Account. You shall immediately notify Pierre if any
unauthorized use of your Account has occurred or of any other breach of security. In no event shall We be liable for any unauthorized activities with your Account. By using the Platform, you represent and warrant, and further undertake, that: (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) your use of the Platform does not violate any applicable law or regulation or these Terms; and (d) you will not allow any third party to access your Account and you will otherwise maintain the confidentiality of your Account and Account credentials.

1.2 Content. You are entirely responsible for all text, images, audio, video, data, or any other information (“Content”) that you upload, post transmit or otherwise make available to the Platform (“Your Content”) , including Your Content that you make available via a Connected Application. You hereby grant Revax a nonexclusive, irrevocable, worldwide, royalty free right licence to use Your Content to make available the Platform to you as described these Terms and, in a manner that only produces aggregate, deidentified or anonymized results
that do not identify you or reproduce Your Content, to improve, develop and enhance the Platform.

1.3 Connected Applications. By connecting any Connected Application to the Platform, you (a) represent and warrant that you are entitled to link or otherwise connect such Connected Application to the Platform; and (b) instruct Revax to access and/or share any Content with the relevant provider(s) of such Connected Applications as necessary to perform and enjoy these Terms. Your Connected Applications are not under Revax ’s control and Revax is not responsible for those Connected Applications, and Revax will have no liability for any unavailability or failure of any Connected Application, or any third-party provider’s decision to discontinue, suspend or terminate any Connected Application.

1.4 AI Systems. Certain elements of the Platform incorporate functionalities powered by certain third-party machine learning and/or artificial intelligence systems or models etc. (“Third Party AI Services”), including functionalities which may be used to take certain
actions, perform certain operations, and/or generate results or outputs (together, “AI Actions”). You acknowledge that Your Content will be shared with providers of such Third-Party AI Services as necessary to enable those functionalities of the Platform that you use which are powered by such Third-Party AI Services. You are solely responsible for your use of any Third Party AI Services and AI Actions, which shall be entirely at your own risk. Further, you acknowledge that Third-Party AI Services may be misaligned, may have imperfect prompt adherence and may generate or take inaccurate or unintended Actions (including so-called “hallucinations”). Revax will have no liability for any unavailability or failure of any Third-Party AI Service, or any third-party provider’s decision to discontinue, suspend or terminate any Third Party AI Service. To the fullest extent permitted by law, Revax expressly disclaims any and all express or implied conditions, warranties,
representations, undertakings, or other terms of any nature relating to Third-Party AI Services.

ACCESS AND LIMITATIONS
2.1 Access Grant. Subject to the terms and conditions set out in these Terms, We grant you a personal, non-exclusive, non-transferable, non-sublicensable, revocable right to test and evaluate internally the features and functions of the Platform without charge for the duration of these Terms as set out in any materials prepared or published by or on behalf of Revax that describe the Platform and its use, operation, features, functionality, capabilities and maintenance from time to time (“Documentation”). Any “open source” or “free
software” components owned by third parties that are comprised in the Platform are licensed under the terms of the end user licence that accompanies such components.-

2.2 Limitations. Except as otherwise expressly provided for in these Terms, you shall not, and shall not permit or suffer others to: (a) use the Platform and/or any Documentation for any purpose other for internal evaluation and testing purposes in accordance with these
Terms and any Documentation; (b) modify, copy, load, merge, adapt, translate, or create derivative works of, or decompile, disassemble,
reverse engineer, or otherwise attempt to derive the source code form or structure of, any element of the Platform and/or any Documentation,
except as expressly permitted by applicable law; (c) assign, share, timeshare, sell, rent, lease, sublicense, distribute, grant a security interest in, or otherwise transfer any Platform and/or any Documentation; (d) circumvent, disable, or interfere with security-related, authentication-related, copy-protection or rate-limiting features of the Platform; (e) remove, alter, or obscure any proprietary notices or labels on the Platform and/or any Documentation; or (f) (re)create, access, inspect or derive any underlying models (including architectures, weights, (hyper)parameters, coefficients, embeddings, calibrations and algorithms (whether or not, instantiated in software code)), and/or data used to train or create those models, which are part of the Platform (including as part of any so-called ‘model extraction’, ‘model inference’ or ‘model inversion’ techniques or similar).

FEEDBACK AND USAGE DATA
3.1 Feedback. On an ongoing basis during and after the period of your use of the Platform, you may provide Us with feedback relating to the Platform or any other element of Our Property, including any related flaws, error, bugs, anomalies, problems with and/or
suggestions, desired features or improvements and their ongoing development (“Feedback”). To the extent any rights arise in or from that Feedback, you hereby assign such rights to Us, and We may freely use and exploit such Feedback (without any requirement of compensation). We have no obligation to implement or engage with any Feedback.

3.2 Usage Data. You acknowledge that Revax may collect and use general usage information about use of the Platform[, to be compiled into an aggregated or de-identified form,] that may be used: (a) to enhance, develop or improve the Platform or any other part of Our Property (as defined below); (b) to create benchmarking, analytics or technical data relating to the performance or operation thereof or otherwise for analytics and benchmarking purposes; and/or (c) to generate and disclose statistics regarding use of the Platform, provided, however, that no statistics that are specific to you and your usage will be disclosed to third parties.

OWNERSHIP
4.1 Revax Ownership. As between the Parties, We retain sole ownership of all right, title and interest in and to the Platform, together with any and all associated technology and software owned or used by Us, any associated processes, materials, tools, and business
methods relating thereto, including, in each case any and all (a) updates, improvements or modifications thereto; (b) documentation relating thereto (including the Documentation); (c) any benchmarking, analytics or technical data relating to the performance or operation thereof; and (d) Intellectual Property Rights therein or thereto (collectively, the “Our Property”). We reserve all rights in and to Our Property not expressly granted in these Terms.

4.2 Reservation of Rights. Your only right with respect to Our Property your limited right to use the Platform as provided in Section 2.1 subject to and in accordance with these Terms.

4.3 Your Content. Subject to Our retention of rights in and to Our Property (as set out above in Section 4.1), as between the Parties you retain sole ownership of all Intellectual Property Rights in and to all Your Content.

CONFIDENTIALITY.

Our Property and any information shared related to the Platform are Our confidential information and proprietary to Us. You may use Our confidential information only for the purposes described in these Terms, and you agree to protect and keep Our confidential information confidential. You may not disclose Our confidential information to any third parties.

TERM AND TERMINATION
6.1 Termination for Convenience. Each party may terminate these Terms for convenience upon five (5) days’ prior written notice.

6.2 Other Causes of Termination. These Terms shall terminate automatically on the earlier of: (a) the first date of a paid-for or commercial release of the Platform; or (b) the termination or closing of your Account for any reason.

6.3 Effects of Termination or Expiry. Upon expiry or termination of these Terms: (a) any and all licences, permissions and authorisations granted to you by Us under these Terms will terminate automatically; (b) you shall promptly return Our confidential information, together with all copies, or certify in writing that all such confidential information and copies thereof have been destroyed; and (c) any provision of these Terms that either expressly or by implication is intended to come into or continue in force on or after expiry or termination of these Terms shall remain in full force and effect. Without limitation, Sections 4 (Ownership), 5 (Confidentiality), this 6.3 (Effects of Termination or Expiry), 7 (Limitation of Liability) and the pre-amble to these Terms (including the disclaimer set out therein) shall survive any termination or expiry of these Terms.

LIMITATION OF LIABILITY
7.1 Unexcluded Losses. Nothing in these Terms limits or excludes the liability of either you or Us for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other act, omission, or liability which may not be limited or excluded by applicable law.

7.2 Exclusions. Subject only to Section 7.1, Revax shall not in any circumstances be liable, whether in contract, tort (including for negligence), breach of statutory duty (howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, for any (a) loss, damage or liability (in each case whether direct or indirect) of profits, business, business opportunities, revenue, turnover, reputation or goodwill, anticipated savings or wasted expenditure (including management time); or (b) special, indirect or consequential loss or damage whatsoever, in each case (i) and (ii) however arising under or in connection with these Terms and even if Revax was aware of the possibility that such loss or damage might be incurred.

7.3 Liability Cap. Subject to Section 7.1 and 7.2, Revax ’s total aggregate liability, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise), arising in connection with the performance or contemplated performance of these Terms shall under no circumstances exceed one hundred pounds sterling (£100).

GENERAL
8.1 Entire Agreement. These Terms constitute the entire agreement and understanding between the Parties relating to the matters contemplated by these Terms and supersedes all previous agreements (if any and whether in writing or not) between the Parties in
relation to such matters. The Parties acknowledge and agree that, except as otherwise expressly provided for in these Terms, they are not entering into these Terms on the basis of, and are not relying on and have not relied on, any statement, representation, warranty or other provision (in any case whether oral, written, expressed or implied) made, given, or agreed to by any person (whether a party to these Terms or not) in relation to the subject matter of these Terms.

8.2 No Partnership. Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any either party to these Terms the agent of the other, or authorise either party to these Terms to make or enter into any commitments for or on behalf of the other.

PRIVILEGED AND CONFIDENTIAL

8.3 No Third Party Rights. A person who is not a party to these Terms shall not be entitled to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

8.4 Assignment. You may not assign or transfer any of your rights and obligations under these Terms without Our prior written consent.

8.5 No variation. No variation of these Terms shall be effective unless it is agreed between you and Us in signed writing.

8.6 Law and Jurisdiction. These Terms and all matters arising from it (including, without limitation, any dispute relating to the existence, validity or termination of these Terms or any contractual or non-contractual obligation) shall be governed by, and construed in
accordance with the laws of England and Wales. In relation to any legal action or proceedings to enforce these Terms or arising out of or in connection with these Terms (including, without limitation, any dispute relating to the existence, validity or termination of these Terms or any contractual or non-contractual obligation) (for the purposes of this Section 8.6, “Proceedings”) each of the Parties irrevocably submits to the exclusive jurisdiction of the courts of England and Wales and waives any objection to Proceedings in such courts on the grounds of venue or on the grounds that the Proceedings have been brought in an inappropriate forum provided that a judgment or order of any court may be
enforced in any court of competent jurisdiction.