Terms of Use and Platform Terms

1.Definitions

For purposes of these Terms, the following definitions apply:

2.Website and Marketing Materials Disclaimer

3.Scope and Hierarchy of Agreements

These Terms apply to all access to and use of the Website and Platform unless superseded by a separately executed written agreement between you and Cyberwrite, including a Master Services Agreement, Subscription Agreement, Enterprise Agreement, or Order Form.

In the event of a conflict between these Terms and an executed Subscription Agreement, the Subscription Agreement shall govern to the extent of the conflict. These Terms continue to apply to any matter not addressed in the Subscription Agreement.

4.Platform Access and Use

Subject to these Terms and any applicable Subscription Agreement, Cyberwrite grants Customer a limited, non-exclusive, non-transferable, revocable right to access and use the Platform for Customer's internal business purposes.

Customer is responsible for all activity conducted through its accounts and credentials, including maintaining the confidentiality and security of login information. Customer shall promptly notify Cyberwrite of any unauthorized use of its accounts or any security incident affecting Platform access.

5.No Underwriting Advice - Informational Purpose Only

6.Data Sources and Accuracy

Cyberwrite's Platform utilizes a combination of proprietary analytical models, proprietary scanning infrastructure, publicly available information, and third-party data sources to generate Risk Assessments, risk scores, financial impact estimates, and other outputs.

While Cyberwrite employs commercially reasonable efforts to ensure data quality, currency, and accuracy, Cyberwrite does not warrant that any data, scores, outputs, or Reports are error-free, complete, current, or free from inaccuracies. Specifically:

• Cyber risk is inherently dynamic. A company's risk profile, technology posture, and threat exposure may change at any time, and the Platform's assessments may not reflect changes that occurred after the most recent data refresh.
• Historical data and statistical models are used to generate probabilistic estimates. Past performance of models and historical loss data are not guarantees of future outcomes.
• Data obtained from third-party sources is subject to the accuracy, completeness, and currency of those sources. Cyberwrite is not responsible for errors in third-party data incorporated into the Platform.
• Risk scores and financial impact estimates are statistical approximations based on modeled assumptions. They are not determinations of actual loss, actual risk, or actual value.
• Users should not rely on any single Cyberwrite data point, score, or assessment as the sole basis for commercial decisions, underwriting actions, or regulatory submissions.

7.Disclaimer of Warranties

8.Artificial Intelligence and Automated Processing

8.1 Nature of AI Outputs

AI-generated outputs, including risk scores, analytics, recommendations, and reports, are provided as decision-support tools only. They do not constitute insurance underwriting decisions, legal opinions, actuarial certifications, or binding risk assessments. Customers are responsible for independently evaluating and validating AI outputs before relying on them for business or regulatory purposes.

8.2 EU AI Act Compliance

To the extent Cyberwrite's AI systems fall within the scope of Regulation (EU) 2024/1689 (the "EU AI Act"), Cyberwrite commits to maintaining appropriate risk management systems, ensuring transparency regarding AI-generated outputs, implementing human oversight mechanisms, and cooperating with competent supervisory authorities upon request.

8.3 Human Oversight

Cyberwrite ensures that qualified human reviewers retain the ability to oversee, interpret, and where necessary override AI-generated outputs, particularly where those outputs may inform consequential insurance decisions.

9.Limitation of Liability

10.Indemnification

10.1 Customer Indemnification of Cyberwrite

Customer agrees to indemnify, defend, and hold harmless Cyberwrite and its officers, directors, employees, shareholders, and agents (collectively, "Cyberwrite Indemnitees") from and against any and all claims, demands, suits, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

• Customer's use of the Platform or reliance on any Platform outputs, Reports, or Risk Assessments;
• Customer's underwriting, pricing, risk selection, or coverage decisions made using Platform outputs as an input;
• Customer's violation of these Terms or any applicable Subscription Agreement;
• Customer's violation of any applicable law or regulation in connection with its use of the Platform; or
• any third-party claims related to Customer's use of Cyberwrite data, outputs, or Reports in Customer's own products, services, or representations to third parties.

10.2 Cyberwrite Indemnification of Customer

Cyberwrite shall indemnify Customer against third-party claims alleging that Customer's authorized use of the Platform infringes a valid patent, copyright, or trade secret of a third party, subject to the limitations herein, provided that Customer gives Cyberwrite prompt written notice of the claim, grants Cyberwrite sole control of the defense and settlement, and provides reasonable cooperation.

11.Intellectual Property

All proprietary models, algorithms, software, analytical methodologies, the CYBERPROFILE® system, 4SEEN® AI Analytics, Cyberwrite AI, training data, model weights, scoring systems, and all related technology, documentation, and intellectual property are and remain the exclusive property of Cyberwrite and its licensors.

These Terms and any Subscription Agreement grant Customer a limited license to access and use the Platform and to use the outputs and Reports generated by the Platform in accordance with the applicable Subscription Agreement. Customer does not acquire any ownership rights in:

• the underlying technology, models, or algorithms powering the Platform;
• the Data or data assets maintained by Cyberwrite;
• any AI or machine learning models, including 4SEEN® and Cyberwrite AI; or
• any derivative works based on Cyberwrite's intellectual property.

Customer may use Reports and outputs delivered by the Platform for Customer's internal business purposes and, where expressly permitted in the applicable Subscription Agreement, for distribution to Customer's own clients. No other use is permitted without Cyberwrite's prior written consent.

12.Customer Data and Ownership

Customer retains all right, title, and interest in and to all data, information, files, documents, and materials submitted, uploaded, or transmitted through the Platform ("Customer Data"). Customer grants Cyberwrite a limited, worldwide, non-exclusive, royalty-free license to host, process, analyze, and use Customer Data solely to provide, operate, secure, and support the Services, and to comply with legal and regulatory obligations.

Cyberwrite may use Customer Data to the extent it has been aggregated, anonymized, or de-identified such that it cannot identify any individual or organization and does not disclose Customer-specific information, in compliance with GDPR Article 4(1), to improve and optimize analytics, scoring methodologies, and AI systems. Customer consents to such use.

13.Privacy and Data Protection

Cyberwrite processes personal data in accordance with its Privacy Policy and applicable data protection laws, including GDPR, UK GDPR, and CCPA/CPRA. Cyberwrite provides a Data Processing Addendum (DPA) with all customers processing personal data in scope of GDPR, UK GDPR, or other applicable data protection laws. The DPA governs the processing of personal data in accordance with Article 28 of GDPR.

14.Confidentiality

Each party agrees to protect the other's Confidential Information using at least the same degree of care it uses for its own confidential information, but no less than reasonable care, and to use such information solely for purposes permitted under these Terms. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, is independently developed by the receiving party, or is rightfully received from a third party without restriction.

15.Prohibited Uses

Customer shall not:

• reverse engineer, decompile, disassemble, or attempt to extract source code, algorithms, model weights, or training methodologies from the Platform;
• use the Platform to violate applicable law, regulation, or third-party rights;
• introduce malicious code or attempt to compromise Platform security or infrastructure;
• use the Platform to develop competing products or services;
• systematically scrape, harvest, or extract data from the Platform beyond authorized use;
• share, sublicense, or transfer Platform access credentials to unauthorized third parties; or
• use Platform outputs in a manner that constitutes prohibited AI practices under the EU AI Act or other applicable AI regulations.

16.Governing Law and Dispute Resolution

16.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

16.2 Dispute Resolution

[PLACEHOLDER - Cyberwrite legal counsel to specify: mandatory arbitration, exclusive jurisdiction in specified courts, or other dispute resolution mechanism. Include any applicable arbitration rules (e.g., AAA, JAMS), seat of arbitration, and number of arbitrators.]

16.3 Waiver of Jury Trial

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES. [SUBJECT TO LEGAL COUNSEL REVIEW - include only if consistent with chosen dispute resolution mechanism.]

16.4 Injunctive Relief

Nothing in this Section shall prevent either party from seeking injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property, confidential information, or data security.

17.Severability

If any provision of these Terms is found by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed from these Terms. The remaining provisions of these Terms shall continue in full force and effect and shall not be affected by the invalid, illegal, or unenforceable provision.

18.Entire Agreement

These Terms, together with the applicable Subscription Agreement, any Order Forms, the Privacy Policy, and any Data Processing Addendum, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous communications, representations, negotiations, understandings, proposals, or agreements, whether oral or written, including any representations made on the Cyberwrite website, in marketing materials, in presentations, or in sales correspondence.

No prior drafts of these Terms or any Subscription Agreement, and no representations made during sales or marketing processes, shall be used to interpret or construe these Terms or any Subscription Agreement.

19.Additional Provisions

19.1 Force Majeure

Neither party shall be liable for failure or delay in performance arising from causes beyond its reasonable control, including natural disasters, pandemics, war, terrorism, cyberattacks, government actions, power failures, or internet or telecommunications disruptions, provided the affected party gives prompt notice and uses commercially reasonable efforts to mitigate the impact.

19.2 Waiver

No waiver of any provision shall constitute a waiver of any other provision or of the same provision on a future occasion. Waivers must be in writing signed by an authorized representative of the waiving party.

19.3 Assignment

Customer may not assign these Terms without Cyberwrite's prior written consent. Cyberwrite may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.

19.4 Updates and Modifications

Cyberwrite may update these Terms from time to time. Material changes will be communicated via the Website or by email to registered users. Continued use of the Website or Platform after the effective date of updated Terms constitutes acceptance. If you do not agree to the updated Terms, you must discontinue use of the Services.

20.Contact