These Special Terms with respect to certain artificial intelligence ("AI") Services (the "Special AI Terms") form an integral part of the Agreement between the Parties as defined in the GT&C and shall supplement and supersede the GT&C regarding the Services specified in Section 2 and such other related products and/or services.

Please carefully read all the terms and conditions of the Agreement.

BY CLICKING THE “REGISTER”-BUTTON, CREATING AN ACCOUNT ON THE PORTAL AND/OR ACCESSING SERVICES USING THE PORTAL, IN WHOLE OR IN PART, THE CUSTOMER ACKNOWLEDGES HAVING READ, UNDERSTOOD AND ACCEPTED THESE SPECIAL AI TERMS AND AGREES TO BE BOUND BY ITS TERMS, INCLUDING, WITHOUT LIMITATION, THOSE PERTAINING TO RESTRICTIONS OF USE, DISCLAIMER OF WARRANTY, EXCLUSION OF LIABILITY, CHOICE OF LAW AND CHOICE OF FORUM.

If a person enters into and agrees to these Special AI Terms on behalf of another person, such person represents and warrants that he/she/it has full authority to bind that other person to these Special AI Terms.

1. DEFINITIONS

Unless defined otherwise herein, capitalized terms herein shall have the meaning ascribed to them in the GT&C.

"Account" means a user account on the Platform.

"GT&C" means the general terms and conditions available at https://kvant.cloud/en/terms/general-terms-and-conditions/

"Portal" means Phoenix website subscription portal available at https://console.kvant.cloud/

"Purpose" has the meaning set out in Section 2.

"Special AI Terms" means these terms of service.

2. SCOPE

The following AI Services shall be subject to these Special AI Terms: AI Concierge and any products and/or services thereto related.

The Provider makes the Portal and/or AI Services available to the Customer in accordance with these Special AI Terms for the purpose of

(i) accessing the Portal and/or AI Services and (ii) using the Portal and/or AI Services for purchasing services offered therein from the Provider and, as applicable, other options of the Portal and/or AI Service purposely made available by the Provider for use by the Customer (the "Purpose").

The Customer shall use the Portal and/or AI Services solely when registered on a user's personal Account for the Purpose, in accordance with these Special AI Terms and all applicable laws and regulations. The Customer is responsible to ensure that all users of the Portal and/or AI Services comply with these Special AI Terms.

3. PURCHASE OF AI SERVICES

The Portal enables the Customer to purchase AI Services from the Provider by submitting an Order Form by clicking the "Buy Subscription"-button.

Without prejudice to the Customer's obligations and the Provider's rights under the Agreement, the Provider shall have no obligation towards the Customer until the Provider has confirmed the order submitted by the Customer, via the Portal, to the Customer by electronic means.

The display of Services on the Portal for purchase is an invitation by the Provider to the Customer to submit an offer (invitatio ad offerendum) and the Provider shall have no obligation to enter into any agreement with the Customer in connection thereto.

4. REMUNERATION AND INVOICING

The Provider shall be entitled to a monetary compensation for any services it provides to the Customer as set out in the GT&C, except for the access and/or use of the Portal and/or AI Services which shall be free of charge. The right to such compensation is irrespective of whether the Customer has signed or submitted an Order Form.

5. USE OF PORTAL AND/OR AI SERVICES

The Portal and/or AI Services use inputs including text prompts, images, audio files, documents, data or other content provided by the Customer ("Input") to generate outputs based on those inputs, including content and suggestions ("Output"). Both the Input and Output stays specific to the Customer and is not exposed for model retraining, i.e. such data is not used or shared with other Customers. Any data is stored within Switzerland at all times.

The Customer is solely responsible for any Input put into the Portal and/or AI Services, and shall ensure at all times that such input does not violate any laws or third party rights.

With regard to plugins and actions, we refer to our separate Plugins and Actions Terms.

For guidelines on the allowed use of the Portal and/or AI Services we refer to our separate Usage Policy as well as the Sharing & Publication Policy.

6. USER ACCOUNT AND PASSWORD SECURITY

The access and use of the Portal and/or AI Services are subject to the discretionary approval of the Provider and requires the creation of an Account by completing the Portal and/or AI Services registration process. The Customer represents and warrants that any information provided for the purpose of creating the Account and/or accessing or using the Portal and/or AI Services is true, complete, accurate and kept up to date by the Customer.

The Customer is solely responsible for the security and administration of the Account and the related passwords, as well as any use thereof, including any unauthorized use. The log-in data, including the passwords of the Account, is to be kept secret by the Customer at all times, as well as protected from unauthorized access and disclosure. The Customer shall use strong passwords and change them regularly. The Customer is encouraged to use multi-factor authentication if provided by the Provider. In the event that the Provider provides the Customer with a password, the Customer shall immediately change said password to a password known only to the Customer.

In the event that the Customer becomes aware of a change in the information provided for the purpose of creating the Account and/or accessing or using the Portal and/or AI Services an unauthorized access to the Account and/or disclosure of the related passwords, the Customer shall immediately notify the Provider in writing.

7. INTELLECTUAL PROPERTY

All intellectual property rights to the Portal and/or AI Services and/or any other services provided by the Provider via the Portal and/or the AI Services, as well as pertaining to any modifications, enhancements, improvements, updates, upgrades, and derivative works thereof (irrespective of whether they originate or have been learned or derived from the use of the Portal and/or AI Services said services or feedback, information or suggestion of the Customer) are the exclusive property of the Provider and/or the joint owners thereof or its licensors, as applicable.

The Customer shall remain the owner of the data and any intellectual property rights thereon uploaded/input in and/or used in connection with the Portal and/or AI Services. The Customer hereby grant to the Provider a worldwide non-exclusive, non-transferable, sublicensable (including, without limitation, to any subcontractor and/or subprocessor of the Provider) and non-remunerated right to use such Customer 's data for the Purpose.

The Customer represents and warrants to the Provider that the upload/input and/or use of data in connection with the Portal and/or AI Services by the Customer does not breach any third party rights. The Customer shall indemnify and hold harmless the Provider and any of its affiliates, and its and their respective representatives, against any claims arising out of or in connection with any such breach. If any such data could be subject to governmental regulation or may require security measures beyond those specified by the Provider, as applicable, the Customer shall not upload/input such data for processing in the Portal and/or AI Services or provide or allow access to the Provider (or its subcontractors or subprocessors) unless specifically permitted by the Provider in writing.

8. WARRANTY AND LIABILITY

8.1 Disclaimer of warranty

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE PROVIDER (AND ITS THIRD PARTY SUPPLIERS, INCLUDING THEIR AFFILIATES, CONTRACTORS AND SUPPLIERS) PROVIDES THE PORTAL AND/OR SRVICES "AS IS" WITHOUT REPRESENTATION AND WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING THOSE OF MERCHANTABILITY, SECURITY, ABSENCE OF DEFECTS OR ERRORS, NONINFRINGEMENT, COMPATIBILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK ARISING OUT OF OR IN RELATION TO THE USE OF THE PORTAL AND/OR AI SERVICES REMAINS WITH THE CUSTOMER.

The Provider neither guarantees that the Portal and/or AI Services are error-free or malware-free nor that it can be used without interruption. The Provider is entitled to suspend access to the Portal and/or AI Services at any time, without any liability towards the Customer.

8.2 Exclusion of liability

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE PROVIDER OR ITS REPRESENTATIVES, THIRD PARTY SUPPLIERS, INCLUDING THEIR AFFILIATES, CONTRACTORS AND SUPPLIERS, AND THEIR RESPECTIVE REPRESENTATIVES, SHALL NOT BE LIABLE TO THE CUSTOMER AND ANY OF ITS REPRESENTATIVES OR THIRD PARTY FOR ANY CLAIMS AND DAMAGES, IN PARTICULAR CLAIMS FOR COMPENSATION FOR INDIRECT, PUNITIVE, EXEMPLARY, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST USE, UNREALIZED SAVINGS, LOSS OF EARNINGS, REVENUES, BUSINESS OR PRODUCTION, DAMAGE TO GOODWILL OR REPUTATION, AS WELL AS LOSS OR CORRUPTION OF DATA), AS WELL AS ANY DAMAGES ARISING OUT OR IN CONNECTION WITH A FORCE MAJEURE EVENT, EVEN IF THE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

The Provider (and its third party suppliers, including their affiliates, contractors and suppliers, and its and their respective representatives) is in no case liable for illegal content of the data stored with the Provider or the improper use of the Portal and/or AI Services (including, without limitation, any use in breach of these Special AI Terms and/or any applicable law) by the Customer and/or the User. The Customer shall indemnify and hold harmless the Provider and any of its affiliates as well as its third party suppliers (including their affiliates, contractors and suppliers), and its and their respective representatives, against any claims arising out of or in connection with any such improper use.

This exclusion of liability applies regardless of the legal basis of the liability (e.g., contract, tort, legal obligation). Any further mandatory legal liability, e.g. for fraud, gross negligence or unlawful intent, shall remain reserved.

9. DATA PROTECTION

The Parties are aware that access to and use of the Portal and/or AI Services may lead to (automated) processing of personal data about the Parties, their employees, subcontractors, etc. In such cases, the Party receiving personal data shall ensure data protection in accordance with the applicable law through appropriate organizational, technical and contractual precautions.

Each Party shall comply with all applicable data protection laws in the performance of the Agreement, including, without limitation, as applicable, the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation), as amended from time to time and the Federal Act on Data Protection (FADP) of 25 September 2020.

The Privacy Policy applies.

10. TERM AND TERMINATION

10.1 Term

The contractual relationship between the Parties governed by these Special AI Terms is effective as of (i) the Customer registering for one of the services, (ii) the Customer creating an Account on the Portal and/or AI Services and (iii) the first use of the Portal and/or AI Services by the Customer and shall remain in force as long as the Customer has an Account on the Portal and/or AI Services and/or uses the Portal and/or AI Services.

10.2 Consequences of expiry or termination

In case of termination of the contractual relationship between the Parties governed by these Special AI Terms, the Customer shall cease using the Portal and/or AI Services.

10.3 Survival

The expiry or termination of the contractual relationship between the Parties governed by these Special AI Terms for whatever reason will not relieve the Parties of any obligation accrued prior to such expiry or termination. Sections 3, 7, 8, 9 and10, as well as any Section which by its nature shall survive the expiry or termination of the Agreement, shall remain in full force and effect after such expiry or termination for whatever reason.

12. CONTACT

In case of questions or other enquiries in connection with these Special AI Terms and/or the Portal and/or AI Services, the Provider can be contacted at its postal address and/or at the following email address: contact@phoenix-technologies.ch