General Terms & Conditions

THESE TERMS AND CONDITIONS (THE “TERMS") GOVERN CUSTOMER'S ACCESS TO AND USE OF THE BIGBONGO PLATFORM AND SERVICES. COMMERCIAL TERMS (INCLUDING SUBSCRIPTION FEES, SUBSCRIPTION TERM, AUTHORIZED USERS, AND SPECIFIC SERVICE PARAMETERS) ARE SET OUT IN A SEPARATE ORDER FORM, WHICH TOGETHER WITH THE TERMS AND THE DATA PROCESSING ADDENDUM CONSTITUTES THE FULL AND ENTIRE AGREEMENT BETWEEN THE PARTIES (THE “FRAMEWORK AGREEMENT”). IN THE EVENT OF ANY CONFLICT BETWEEN AN ORDER FORM AND THESE TERMS, THE ORDER FORM SHALL PREVAIL SOLELY TO THE EXTENT OF SUCH CONFLICT, UNLESS THE ORDER FORM EXPRESSLY STATES OTHERWISE.

1. DEFINITIONS

In these Terms, the following terms shall have the meanings set out below:

"Affiliate" means a person that directly, or indirectly through one or more intermediaries, owns or controls, is owned or is controlled by, or is under common ownership or control with, another person.

"AI Features" means any functionality of the Platform that employs machine learning, large language models, natural language processing, or other artificial intelligence or automated analytical techniques, including without limitation the AI interviewing engine, synthesis engine, and report generation capabilities.

“Applicable Law” means any and all laws, ordinances, constitutions, regulations (including guidance), statutes, treaties, rules, codes, licenses, certificates, franchises, permits, principles, requirements and orders adopted, enacted, implemented, promulgated, issued, entered or deemed applicable by or under the authority of any governmental body having jurisdiction over a specified person or any of such person’s properties or assets.

"Authorized User(s)" means:(a) where Customer is a legal entity or other organization (B2B): Customer's employees, workers, contractors, and agents who have been granted access to the Platform by Customer's designated administrator, and any other individuals whom Customer expressly authorizes in writing to access and use the Platform on its behalf; and(b) where Customer is a natural person contracting in their individual capacity (B2C): Customer themselves, being the sole Authorized User of the Platform.In both cases, access to and use of the Platform by an Authorized User is subject to the terms of this Framework Agreement, and Customer remains fully responsible for all acts and omissions of each Authorized User as if they were Customer's own. No Authorized User may access or use the Platform beyond the scope of the rights granted to Customer under this Framework Agreement.

"BigBongo, we, us, our" means Big Bongo Bang Inc., a corporation established in Delaware, USA.

"Confidential Information" means all non-public information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party") in connection with this Framework Agreement, whether orally, in writing, or in any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including without limitation trade secrets, business plans, technical data, pricing, financial information, Customer Data, Organizational Intelligence, and the terms of this Framework Agreement. Confidential Information does not include information that: (a) is or becomes publicly available without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to disclosure; (c) is received from a third party without restriction; or (d) is independently developed by the Receiving Party without reference to the Confidential Information.

"Customer, you, your" means:(a) where the Party contracting with BigBongo is a legal entity or other organization (B2B): the legal entity, partnership, or other organization that has executed an Order Form referencing this Framework Agreement, or that has otherwise accepted this Framework Agreement on behalf of such entity, and on whose behalf Authorized Users access and use the Platform; and(b) where the Party contracting with BigBongo is a natural person contracting in their individual capacity (B2C): the individual who has accepted this Framework Agreement directly, whether by creating an account, clicking "I Agree," or by any other acceptance mechanism made available by BigBongo, and who accesses and uses the Platform for their own purposes.In both cases, "Customer" includes any permitted successors and assigns. Where these Terms impose obligations on Customer that are only capable of applying to a legal entity (such as obligations relating to Authorized Users, Order Forms, or corporate governance), those obligations shall apply to B2B Customers only, unless the context otherwise requires. Where these Terms confer rights or protections that are only available to natural persons under applicable consumer protection law, those rights and protections shall apply to B2C Customers only.

"Customer Data" means all data, information, and content submitted to, uploaded to, or collected within the Platform by or on behalf of Customer, including Employee Interview Data and Leadership Input Data.

"Documentation" means BigBongo's user manuals, technical specifications, and other written materials relating to the Platform made available to Customer.

"Effective Date" means the date specified in the applicable Order Form.

"Employee Interview Data" means recordings, transcripts, structured responses, and other data generated through AI-conducted employee interviews performed via the Platform.

"Fees" means:(a) where Customer is a B2B Customer: the subscription fees, implementation fees, professional services fees, and any other amounts payable by Customer to BigBongo as set out in the applicable Order Form; and(b) where Customer is a B2C Customer: the subscription fees at the rates displayed on BigBongo's pricing page at [bigbongo.ai/pricing] (or such other URL as BigBongo may notify from time to time) at the time Customer completes the sign-up process and accepts these Terms, which Customer acknowledges having reviewed and consented to prior to acceptance.

"Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, database rights, moral rights, and all other intellectual or industrial property rights of any nature, whether registered or unregistered, anywhere in the world.

"Leadership Input Data" means the KPIs, OKRs, strategic goals, organizational structures, and other information and context provided by Customer's leadership through the Platform setup process.

"Order Form" means a written order form or statement of work executed by the Parties that references these Terms and sets out the commercial and operational terms applicable to a specific subscription.

"Organizational Intelligence" means the reports, analyses, findings, roadmaps, synthesized insights, and other output generated by the Platform based on Customer Data, including process maps, executive findings, KPI gap analyses, and AI-readiness assessments.

“Party” means us or you who are collectively the Parties.

"Platform" means BigBongo's proprietary AI-powered organizational assessment and process intelligence software-as-a-service platform, including all features, AI Features, analytics engines, reporting tools, and interfaces, as may be updated or modified from time to time.

"Services" means the Platform access and any related services specified in an Order Form.

"Subscription Term" means the period during which Customer is authorized to access and use the Platform, as set out in the applicable Order Form.

"Terms" means these Terms & Conditions together with all Order Forms, Schedules, and exhibits incorporated herein by reference.

2. PLATFORM ACCESS AND LICENSE

2.1 License Grant

Subject to the terms and conditions of this Framework Agreement, including Customer's payment of all applicable Fees, BigBongo grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the applicable Subscription Term to: (a) access and use the Platform solely for Customer's internal business purposes; (b) permit Authorized Users to access and use the Platform; and (c) use the Documentation in connection with such access.

2.2 Authorized Users

Customer shall ensure that: (a) the number of Authorized Users does not exceed the number specified in the applicable Order Form; (b) each Authorized User is provided with unique login credentials and that such credentials are not shared; (c) Authorized Users comply with this Framework Agreement; and (d) Customer remains responsible for all acts and omissions of its Authorized Users as if they were Customer's own.

2.3 Restrictions

Customer shall not, and shall not permit any third party to:

(a) copy, modify, adapt, translate, or create derivative works of the Platform, in whole or in part;

(b) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Platform;

(c) sublicense, sell, resell, transfer, assign, distribute, rent, or lease the Platform or any rights therein to any third party;

(d) use the Platform to build a competing product or service, or use the Platform for any benchmarking or competitive analysis purposes without BigBongo's prior written consent;

(e) remove or alter any proprietary notices, labels, or marks on the Platform or Documentation;

(f) access the Platform by any means other than the interfaces provided by BigBongo;

(g) use the Platform in violation of any applicable law or regulation, including but not limited to applicable employment, privacy, and data protection laws;

(h) use the Platform to collect or process Employee Interview Data without having obtained all legally required notices, consents, and authorizations from employees under applicable law;

(i) frame or mirror the Platform or any portion thereof;

(j) use the Platform to transmit any malware, spyware, or other malicious code;

(k) attempt to probe, scan, or test the vulnerability of the Platform or circumvent any security measures;

(l) use the Platform in a manner that infringes the Intellectual Property Rights or other rights of any third party.

2.4 Reservation of Rights

BigBongo reserves all rights not expressly granted in this Framework Agreement. No rights or licenses are granted to Customer by implication or otherwise.

2.5 Prohibited Use Cases — AI Features

Notwithstanding any other provision of this Framework Agreement, you shall not use the Platform or any AI Features, and shall ensure that no Authorised User uses the Platform or any AI Features, for any of the following purposes:

(a) Individual employee evaluation: evaluating, scoring, rating, or ranking individual employees with respect to their work performance, conduct, reliability, capability, or any other personal characteristic, whether for the purpose of informing or making any employment-affecting decision or otherwise;(b) Employment decisions: using any output of the Platform as the sole or primary basis for any decision affecting an individual's terms of employment, promotion, demotion, compensation, task allocation, or termination of an employment or work-related contractual relationship;(c) Disciplinary proceedings: using any output of the Platform in connection with any disciplinary process, grievance procedure, or performance improvement plan relating to an identifiable individual;(d) Recruitment and selection: using the Platform to screen, rank, filter, or evaluate job applicants or candidates for employment, whether for the purpose of placing targeted job advertisements, analysing or filtering job applications, or assessing candidate suitability;(e) Emotion inference: using or configuring the Platform in any manner intended to infer, assess, or characterise the emotional state, psychological state, or affective condition of any individual; and(f) Biometric processing: using the Platform in connection with the processing of biometric data for the purpose of identifying, categorising, or profiling any natural person.
For the avoidance of doubt, the restrictions in this Section 2.5 apply regardless of whether the relevant output was generated at the individual level or derived from aggregate data, and regardless of whether the employment-affecting decision is taken by an automated system or by a human decision-maker acting in reliance on Platform outputs.Customer acknowledges that the restrictions in this Section 2.5 are a material condition of this Framework Agreement and reflect both the intended purpose of the Platform and BigBongo's obligations under applicable AI regulation, including Regulation (EU) 2024/1689 (EU Artificial Intelligence Act). Any breach of this Section 2.5 shall constitute a material breach of this Agreement for the purposes of Section 12.3 (Termination for Cause), and BigBongo reserves the right to suspend Customer's access to the Platform immediately upon becoming aware of a suspected breach, pending investigation.Where BigBongo reasonably suspects that Customer is using or has used the Platform in breach of this Section 2.5, Customer shall, upon BigBongo's written request, cooperate in good faith with BigBongo's investigation and provide BigBongo with all information reasonably necessary to assess whether a breach has occurred.

3. CUSTOMER OBLIGATIONS

3.1 Customer Responsibilities

Customer is solely responsible for: (a) the accuracy, quality, legality, and completeness of all Customer Data; (b) ensuring that it has all rights, consents, permissions, and authorizations necessary to submit Customer Data to the Platform and to authorize BigBongo to process it as contemplated by this Framework Agreement; (c) ensuring that its use of the Platform complies with all applicable laws and regulations, including employment laws, labor laws, privacy laws (including the GDPR, and equivalent laws), works council obligations, and any applicable collective bargaining agreements; (d) obtaining all required notices, consents, and authorizations from its employees prior to conducting AI-conducted interviews; and (e) the configuration of the Platform and the setup of Leadership Input Data.

3.2 Employee Consent and Labor Law Compliance

Customer acknowledges that the Platform conducts AI-powered interviews with Customer's employees and captures sensitive organizational data. Customer is solely responsible for:

(a) providing employees with all legally required notices regarding the collection, processing, and use of their interview data;

(b) obtaining all legally required consents from employees;

(c) complying with any works council, employee representative body, or trade union consultation requirements under Applicable Law;

(d) ensuring the Platform is used in compliance with any applicable prohibition on employee monitoring or surveillance under Applicable Law;

(e) responding to employee data subject rights requests relating to Employee Interview Data.

BigBongo shall provide reasonable assistance as necessary to help Customer meet its compliance obligations under applicable data protection laws, as further described in the Data Processing Addendum.

3.3 Cooperation

Customer shall provide BigBongo with all reasonably requested information and cooperation necessary for BigBongo to perform its obligations under this Framework Agreement.

3.4 Account Security

Customer is solely responsible for maintaining the confidentiality and security of all user names, passwords, and access credentials for the Platform. Customer shall immediately notify BigBongo upon becoming aware of any actual or suspected unauthorized access to or use of its account or the Platform. Customer remains solely responsible for all activities that occur under its accounts, whether or not authorized by Customer. To the maximum extent permitted by Applicable Law, BigBongo shall bear no liability for any damages, losses, or costs suffered by Customer or any Authorized User as a result of unauthorized access to or use of Customer's account or the Platform, provided that such unauthorized access is not solely caused by BigBongo's gross negligence or willful misconduct.

3.5 Mandatory Human Review of Organisational Intelligence

3.5.1 General obligation. Customer acknowledges that all Organisational Intelligence generated by the Platform constitutes AI-assisted management information and not a substitute for human judgment. Customer shall ensure that a Qualified Reviewer reviews all Organisational Intelligence before any Significant Action is taken in reliance on, or materially informed by, such Organisational Intelligence.

For the purposes of this Section 3.5:"Qualified Reviewer" means an individual designated by Customer who: (a) has sufficient seniority, authority, and contextual knowledge of Customer's organisation to assess the accuracy, relevance, and limitations of the Organisational Intelligence in question; (b) has completed BigBongo's onboarding and, where applicable, AI literacy guidance provided pursuant to the Instructions for Use; and (c) is not the same individual whose work processes or outputs are the primary subject of the Organisational Intelligence being reviewed, where that is reasonably practicable.

"Significant Action" means any decision or action that: (a) affects the organisational structure, headcount, or allocation of resources of Customer or any of its Affiliates; (b) affects the terms of employment, working conditions, compensation, task allocation, or role of any identifiable individual or group of individuals; (c) involves a material change to a business process, workflow, or operational procedure identified or described in the Organisational Intelligence; (d) is presented to Customer's board of directors, investors, or senior leadership as part of a formal strategic or operational recommendation; or (e) involves the commitment of material financial resources in reliance on findings contained in the Organisational Intelligence.

3.5.2 Nature of the review obligation. The review required under Section 3.5.1 must be substantive and not merely formal. The Qualified Reviewer shall:(a) consider the Organisational Intelligence in the context of their own knowledge of Customer's organisation and operations, and assess whether the findings are consistent with that knowledge;(b) review the supporting evidence and confidence indicators provided alongside each finding within the Platform, and apply appropriate judgment where confidence levels are low or evidence is limited;(c) consider alternative explanations for patterns or findings identified by the Platform, particularly where those findings relate to identifiable individuals or small teams;(d) satisfy themselves, before any Significant Action is taken, that the Organisational Intelligence has been validated against other available sources of information to the extent reasonably practicable; and(e) document the fact of the review and the basis on which the Qualified Reviewer was satisfied that the Organisational Intelligence was sufficiently reliable to support the proposed Significant Action.

3.5.3 No sole reliance. Customer shall not take any Significant Action based solely on Organisational Intelligence generated by the Platform, without independent corroboration from at least one other source of information, whether internal or external to Customer.

3.5.4 Individual-affecting decisions. Where a Significant Action may affect the employment, working conditions, or role of an identifiable individual, Customer shall ensure that:(a) the relevant individual is informed of the nature of the AI-assisted analysis that informed the decision, to the extent required by Applicable Law;(b) the individual has a reasonable opportunity to review and respond to the relevant Organisational Intelligence before any final decision is taken; and(c) the final decision is made by an authorised human decision-maker who has taken the individual's response into account.

3.5.5 Responsibility. BigBongo's role is limited to providing Organisational Intelligence as described in this Agreement. BigBongo has no visibility into, and no responsibility for, the decisions Customer makes in reliance on Organisational Intelligence. Customer is solely responsible for: (a) ensuring that its use of Organisational Intelligence complies with all applicable laws and regulations, including employment law, data protection law, and applicable AI regulation; (b) the decisions and actions it takes on the basis of Organisational Intelligence; and (c) any consequences, including legal consequences, arising from those decisions and actions.
3.5.6 BigBongo's rights on breach. Any breach of this Section 3.4 shall constitute a material breach of this Agreement for the purposes of Section 12.3 (Termination for Cause). Without prejudice to that right, BigBongo reserves the right to suspend Customer's access to the Platform immediately upon becoming aware of a suspected material breach of this Section 3.4, pending investigation, and Customer shall cooperate in good faith with any such investigation.

4. COMMERCIAL TERMS AND PAYMENT

4.1 Order Forms

All commercial terms, including Fees, Subscription Term, number of Authorized Users, scope of access, and any other specific terms, shall be set out in the applicable Order Form. Each Order Form shall be incorporated into and governed by these Terms.

4.2 Fees and Payment

Customer shall pay all Fees as set out in the applicable Order Form. Unless otherwise specified in an Order Form: (a) Fees are due and payable within thirty (30) days of invoice; (b) Fees are non-refundable except as expressly provided in this Framework Agreement or the applicable Order Form; (c) Fees are exclusive of any applicable taxes, levies, or duties.

4.3. Invoicing Agent

BigBongo reserves the right to use third-party payment processors or invoicing providers (each, a "Payment Provider") to facilitate invoicing and payment collection for the Services. Where BigBongo utilizes such a Payment Provider, you agree to make all payments for the Services directly to the designated Payment Provider in accordance with the instructions provided in the invoice. Any payment made by Customer to such a Payment Provider shall be deemed a valid and full performance of Customer's payment obligations to BigBongo under these Terms and the applicable Order Form, and BigBongo shall not seek payment directly from Client for amounts so paid.

4.4 Taxes

Customer is responsible for all taxes, levies, duties, or similar governmental assessments of any nature, including value-added, sales, use, or withholding taxes, associated with Customer's purchase of the Services, excluding taxes based on BigBongo's net income. Where BigBongo is required by law to collect such taxes, BigBongo shall invoice Customer for such amounts unless Customer provides BigBongo with a valid tax exemption certificate.

4.5 Late Payment

Without prejudice to any other rights or remedies BigBongo may have, if Customer fails to pay any undisputed amounts by the due date, BigBongo reserves the right to: (a) charge interest on overdue amounts at the rate of 4% per annum above the applicable base rate on the outstanding amount until the date of final settlement (or the maximum rate permitted by law, if lower), accruing daily; and (b) suspend Customer's access to the Platform upon written notice until all overdue amounts are paid in full. This shall be without prejudice to BigBongo’s other rights and remedies for your late payment

4.6 Pricing Changes

BigBongo reserves the right to make adjustments to the Fees or to introduce new Fees for any Services provided under or in connection with the Framework Agreement and where we change our Fees, we will give you notice in advance of implementing such change (the “Change Notice”). Non-exhaustive examples of when we may do this include: changes to account for price inflation in accordance with the relevant national retail prices index; the introduction of new features and products; and changes to the way we structure our services and support them etc. The adjustment shall be effective following the expiry of one-month of our Change Notice.

5. INTELLECTUAL PROPERTY

5.1 BigBongo's Intellectual Property

As between the Parties, BigBongo retains all right, title, and interest in and to: (a) the Platform, including all software, algorithms, AI models, machine learning models, training data (excluding Customer Data), interfaces, designs, and Documentation; (b) any improvements, enhancements, or modifications to the Platform, including any improvements derived from or informed by aggregate, anonymized learnings across multiple customers; (c) BigBongo's Confidential Information; and (d) all Intellectual Property Rights in any of the foregoing. Nothing in this Framework Agreement transfers any Intellectual Property Rights in the Platform to Customer.

5.2 Customer's Intellectual Property

As between the Parties, Customer retains all right, title, and interest in and to: (a) Customer Data; and (b) Organizational Intelligence generated for Customer. Customer grants BigBongo a limited, non-exclusive, royalty-free license to use, process, reproduce, and store Customer Data solely to: (i) provide the Services; (ii) improve the reliability and performance of the Platform (in aggregate, anonymized form only, and subject to Section 5.3); and (iii) comply with applicable law.

5.3 Restrictions on Use of Customer Data

BigBongo shall not: (a) use Customer Data to train AI models in a manner that allows the Platform to reproduce Customer-specific outputs for any other customer; (b) sell, share, or otherwise disclose identifiable Customer Data to third parties except as permitted by this Framework Agreement or required by law; or (c) use Customer Data for any purpose other than providing and improving the Services.

5.4 Aggregated Anonymized Data

Notwithstanding Section 5.3, BigBongo may use and analyze aggregated, de-identified, and anonymized data derived from Customer Data for the purpose of improving the Platform, developing new features, generating industry benchmarks, and compiling statistical reports, provided that such data cannot be used to identify Customer, its employees, or the content of any individual Customer Data record.

5.5 Feedback

If Customer provides BigBongo with any suggestions, ideas, enhancement requests, or other feedback regarding the Platform ("Feedback"), Customer hereby grants BigBongo a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use, incorporate, and exploit such Feedback for any purpose without restriction or compensation to Customer.

5.6 Platform Name and Branding

Customer may not use BigBongo's name, logo, trademarks, or branding in any press release, marketing material, or public communication without BigBongo's prior written consent.

5.7 Identification as a Customer by accepting these Terms, you give us permission to publicly reference you as our Customer on the BigBongo website or in communications during the term of the Framework Agreement. You grant us a limited licence to use your trademarks or service marks for this purpose.

6. CONFIDENTIALITY

6.1 Obligations

Each Party agrees to: (a) hold the other Party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose such Confidential Information to any third party without the prior written consent of the Disclosing Party; and (c) use such Confidential Information solely for the purposes of performing its obligations or exercising its rights under this Framework Agreement.

6.2 Permitted Disclosures

A Receiving Party may disclose Confidential Information: (a) to its employees, contractors, advisors, and Affiliates who have a legitimate need to know and are bound by obligations of confidentiality at least as protective as those in this Framework Agreement; and (b) as required by applicable law, regulation, or court order, provided that, to the extent permitted by law, the Receiving Party gives the Disclosing Party prompt written notice to allow it to seek a protective order and cooperates reasonably with the Disclosing Party's efforts to do so.

6.3 Injunctive Relief

Each Party acknowledges that a breach of this Section 6 would cause irreparable harm for which monetary damages would be an inadequate remedy, and accordingly, the non-breaching Party shall be entitled to seek equitable relief, including injunction and specific performance, without the requirement of posting a bond or other security.

6.4 Survival

The obligations in this Section 6 shall survive for a period of five (5) years following the expiry or termination of this Framework Agreement, except with respect to trade secrets, which shall be protected for so long as they remain trade secrets under applicable law.

7. DATA PROTECTION

7.1 Data Processing Addendum

To the extent that BigBongo processes personal data on behalf of Customer in its capacity as a data processor (or equivalent under applicable law), the Parties shall be subject to BigBongo's Data Processing Addendum ("DPA"), which is incorporated into this Framework Agreement by reference and available at [bigbongo.ai/dpa]. In the event of a conflict between these Terms and the DPA with respect to data protection matters, the DPA shall prevail.

7.2 Customer as Data Controller

Customer acknowledges that, with respect to Employee Interview Data, Customer is the data controller (or equivalent) and BigBongo acts as the data processor (or equivalent). Customer is solely responsible for the lawfulness of the processing of Employee Interview Data, including obtaining all required consents and making all required disclosures to employees under applicable law.

7.3 Security Measures

BigBongo shall implement and maintain appropriate technical and organizational security measures to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access, as further described in the DPA and BigBongo's Security.

7.4 Data Hosting and Residency

BigBongo shall process and store Customer Data in a data region appropriate to the Customer's location: (i) for Customers located in the European Union or European Economic Area, Customer Data shall be processed and stored within the European Union; (ii) for Customers located in the United States, Customer Data shall be processed and stored within the United States. BigBongo shall not transfer Customer Data outside the applicable data region except as expressly agreed in the DPA, as permitted under applicable data protection law (including, where applicable, through recognized transfer mechanisms such as Standard Contractual Clauses), or as required by applicable law. In all cases, BigBongo shall implement appropriate technical and organizational measures to protect Customer Data in accordance with applicable data protection requirements.

7.5 Data Breach Notification

BigBongo shall notify Customer without undue delay (and in any event within 72 hours, where feasible) upon becoming aware of a personal data breach affecting Customer Data, as further described in the DPA.

8. REPRESENTATIONS AND WARRANTIES

8.1 Mutual Warranties

Each Party represents and warrants that: (a) it has the legal power and authority to enter into this Framework Agreement; (b) this Framework Agreement constitutes its valid and binding obligation; and (c) its performance under this Framework Agreement does not violate any applicable law or agreement with any third party.

8.2 BigBongo's Warranties

BigBongo represents and warrants that: (a) the Platform will perform materially in accordance with the Documentation during the Subscription Term; (b) BigBongo will provide the Services using personnel of reasonable skill and experience; (c) BigBongo has implemented and maintains industry-standard security measures designed to protect Customer Data; and (d) to BigBongo's knowledge, the Platform does not infringe any third party's Intellectual Property Rights.

8.3 Customer's Warranties

Customer represents and warrants that: (a) where the Customer is a is a legal entity or other organization, the individual executing this Framework Agreement on its behalf has full power and authority to do so, has been duly authorised by all necessary corporate or organisational action, and that no further approval, consent, or authorisation is required to bind the Customer to the terms of this Framework Agreement; (b) it has obtained all necessary rights, consents, permits, and authorizations to submit Customer Data to the Platform and to permit BigBongo to process it as contemplated by this Agreement; (c) Customer Data does not violate any applicable law or infringe any third party's rights; and (d) Customer will use the Platform in compliance with all applicable laws and regulations.

8.4 AI Features Disclaimer

CUSTOMER ACKNOWLEDGES THAT THE PLATFORM UTILIZES AI FEATURES AND THAT: (a) OUTPUTS, ANALYSES, AND ORGANIZATIONAL INTELLIGENCE GENERATED BY AI FEATURES ARE PROBABILISTIC AND MAY CONTAIN INACCURACIES, ERRORS, OR OMISSIONS; (b) ORGANIZATIONAL INTELLIGENCE IS PROVIDED FOR INFORMATIONAL AND DECISION-SUPPORT PURPOSES ONLY AND DOES NOT CONSTITUTE LEGAL, FINANCIAL, HR, OR OTHER PROFESSIONAL ADVICE; (c) CUSTOMER IS SOLELY RESPONSIBLE FOR ANY DECISIONS MADE OR ACTIONS TAKEN IN RELIANCE ON ORGANIZATIONAL INTELLIGENCE; AND (d) AI FEATURES MAY PRODUCE DIFFERENT OUTPUTS WHEN PRESENTED WITH THE SAME INPUT ON DIFFERENT OCCASIONS.

9. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY SET OUT IN SECTION 9, THE PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." BIGBONGO EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. BIGBONGO DOES NOT WARRANT THAT: (a) THE PLATFORM WILL MEET CUSTOMER'S REQUIREMENTS; (b) THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS; (c) ANY DEFECTS WILL BE CORRECTED; (d) THE ORGANIZATIONAL INTELLIGENCE WILL BE ACCURATE, COMPLETE, OR RELIABLE; OR (e) THE PLATFORM IS FREE FROM SECURITY VULNERABILITIES.

10. LIMITATION OF LIABILITY

10.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, DATA (BEYOND THE COST OF RESTORATION), OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THIS FRAMEWORK AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY TO THE OTHER PARTY ARISING OUT OF OR IN CONNECTION WITH THIS FRAMEWORK AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO BIGBONGO DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.3 Exceptions

The limitations and exclusions in Sections 11.1 and 11.2 shall not apply to: (a) Customer's breach of Section 2.3 (Restrictions) or Section 5 (Intellectual Property) as it relates to BigBongo's IP; (b) either Party's breach of Section 6 (Confidentiality); (c) either Party's obligations of indemnification under Section 12; (d) either Party's gross negligence or willful misconduct; or (e) any liability that cannot be excluded or limited under applicable law.

10.4 Allocation of Risk

THE PARTIES ACKNOWLEDGE THAT THE FEES REFLECT AN ALLOCATION OF RISK BETWEEN THE PARTIES AND THAT BIGBONGO WOULD NOT ENTER INTO THIS FRAMEWORK AGREEMENT WITHOUT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 11.

11. INDEMNIFICATION

11.1 BigBongo's Indemnification

BigBongo shall defend, indemnify, and hold harmless Customer and its officers, directors, employees, and Affiliates from and against any claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any third-party claim alleging that Customer's authorized use of the Platform infringes any third party's Intellectual Property Rights, provided that Customer: (a) promptly notifies BigBongo in writing of any such claim; (b) gives BigBongo sole control of the defense and settlement; and (c) cooperates reasonably with BigBongo at BigBongo's expense.

11.2 BigBongo's Indemnification Exclusions

BigBongo's obligations under Section 12.1 shall not apply to any claim arising out of: (a) Customer Data or Customer's use of the Platform in violation of this Framework Agreement; (b) modification of the Platform by any party other than BigBongo; (c) combination of the Platform with third-party products or services not approved by BigBongo; or (d) Customer's continued use of the Platform after being notified of the infringing activity.

11.3 BigBongo's Mitigation Rights

If the Platform or any component becomes, or in BigBongo's reasonable opinion is likely to become, the subject of an infringement claim, BigBongo may, at its sole discretion and expense: (a) procure the right for Customer to continue using the Platform; (b) modify the Platform to make it non-infringing; or (c) if neither (a) nor (b) is commercially feasible, terminate the applicable Order Form and refund any prepaid, unused Fees.

11.4 Customer's Indemnification

Customer shall defend, indemnify, and hold harmless BigBongo and its officers, directors, employees, and Affiliates from and against any claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Customer Data, including any claim by a Customer employee relating to the collection or processing of their data; (b) Customer's breach of this Framework Agreement; (c) Customer's failure to comply with applicable employment, privacy, or data protection laws in connection with its use of the Platform; or (d) Customer's use of Organizational Intelligence in making business decisions.

12. TERM AND TERMINATION

12.1 Framework Agreement Term

This Framework Agreement commences on the Effective Date and continues for the duration of the Subscription Term, unless earlier terminated in accordance with this Section 13.

12.2 Subscription Term

Each Order Form shall specify its Subscription Term. Unless otherwise stated in an Order Form, subscriptions will automatically renew after the expiration of the Subscription Term for successive Subscription Terms on the same terms and conditions set forth herein.

12.3 Termination for Cause

Either Party may terminate this Framework Agreement or any Order Form immediately upon written notice if the other Party: (a) materially breaches this Framework Agreement and fails to cure such breach within thirty (30) days of receiving written notice specifying the breach; or (b) becomes insolvent, makes an assignment for the benefit of creditors, or has a liquidator, administrator, or receiver appointed over all or a material part of its assets.

12.4 Termination for Convenience

Both Parties may terminate this Framework Agreement for convenience during its Subscription Term upon thirty (30) days' written notice. Where you exercise your right to terminate for convenience under the previous line, you will pay all Fees owed in relation to the Services, including for the remaining duration of the-then current Subscription Term.

12.5 Effect of Termination

Upon the expiry or termination of this Framework Agreement or any Order Form: (a) all licenses granted hereunder shall immediately terminate; (b) Customer shall cease all use of the Platform; (c) each Party shall promptly return or destroy the other Party's Confidential Information in its possession (subject to any legal retention obligations); (d) BigBongo shall, upon written request by Customer received within thirty (30) days of expiry or termination, make Customer Data available for download by Customer in a structured, commonly used, and machine-readable format for a period of thirty (30) days, after which BigBongo shall have no obligation to maintain Customer Data and may delete it; and (e) all accrued payment obligations shall survive.

12.6 Survival

The following provisions shall survive the expiry or termination of this Framework Agreement: Sections 1, 5 (Intellectual Property), 6 (Confidentiality), 9.4 (AI Disclaimer), 10, 11 (Limitation of Liability), 12 (Indemnification), 13.5 (Effect of Termination), 14, and 15.

13. GENERAL PROVISIONS

13.1 Governing Law

This Framework Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without giving effect to any conflict of law principles.

13.2 Dispute Resolution

The Parties agree to attempt to resolve any dispute, claim, or controversy arising out of or in connection with this Framework Agreement informally first. Any dispute, claim, or controversy arising out of or relating to this Framework Agreement, or the breach, termination, or validity thereof, shall be subject to the exclusive jurisdiction of the state and federal courts located in the State of Delaware, and each Party hereby irrevocably submits to the personal jurisdiction of such courts and waives any objection to the laying of venue in such courts.

13.3 Injunctive Relief

Notwithstanding Section 14.2, each Party acknowledges that any breach of Sections 5 (Intellectual Property) or 6 (Confidentiality) may cause irreparable harm, and that such Party shall be entitled to seek immediate injunctive relief from a court of competent jurisdiction without the requirement to post a bond.

13.4 Entire Agreement

These Terms, together with all Order Forms, Schedules, the DPA, and any other documents incorporated herein by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, representations, warranties, and agreements, whether written or oral, relating to such subject matter. Each Party acknowledges that it has not entered into this Framework Agreement in reliance on any representation or warranty not expressly set out in this Framework Agreement.

13.5 Order of Precedence

In the event of any conflict or inconsistency between documents forming part of this Framework Agreement, the following order of precedence shall apply (highest to lowest): (1) any applicable Order Form; (2) the DPA; (3) these Terms; (4) the Schedules; (5) the Documentation.

13.6 Amendments

This Framework Agreement may not be modified or amended except by a written instrument signed by authorized representatives of both Parties. BigBongo may update these standard terms from time to time, provided that: (a) such updates shall not apply to existing Order Forms during their then-current Subscription Term without Customer's written consent; and (b) BigBongo shall provide at least sixty (30) days prior written notice of any material changes.

13.7 Assignment

Neither Party may assign or transfer this Framework Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, either Party may assign this Framework Agreement without consent to: (a) an Affiliate; or (b) a successor entity in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the assignee agrees in writing to be bound by the terms of this Framework Agreement and, in BigBongo's case, the assignment does not result in a material diminution in the Services provided to Customer. Any assignment in violation of this Section shall be null and void.

13.8 Waiver

No failure or delay by either Party in exercising any right under this Framework Agreement shall operate as a waiver of such right. No waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party.

13.9 Severability

If any provision of this Framework Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the validity, legality, and enforceability of the remaining provisions shall not be affected.

13.10 Force Majeure

Neither Party shall be liable for any failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, cyber-attacks on third-party infrastructure, governmental actions, or disruptions to internet or telecommunications infrastructure ("Force Majeure Event"), provided that: (a) the affected Party promptly notifies the other Party; (b) the affected Party uses commercially reasonable efforts to mitigate the impact; and (c) if the Force Majeure Event continues for more than sixty (60) consecutive days, either Party may terminate the affected Order Form upon written notice with a pro-rata refund of prepaid Fees.

13.11 Notices

All notices under this Framework Agreement shall be in writing and shall be deemed given when: (a) delivered personally; (b) sent by courier; (c) sent by email with confirmation of receipt (excluding automated read receipts); or (d) sent by registered mail (return receipt requested). Notices shall be addressed to the contacts set out in the applicable Order Form or such other address as a Party may designate by written notice.

13.12 Relationship of the Parties

The Parties are independent contractors. Nothing in this Framework Agreement creates a partnership, joint venture, agency, franchise, employment, or fiduciary relationship between the Parties.

13.13 No Third-Party Beneficiaries

This Framework Agreement is for the sole benefit of the Parties and their permitted successors and assigns. Nothing herein shall create any rights in any third party.

13.14 Publicity

Neither Party shall issue any press release, case study, or public announcement regarding this Framework Agreement or the relationship between the Parties without the prior written consent of the other Party.