DeepJudge AG
Subscription Terms & Conditions

These subscription terms and conditions (“Terms and Conditions”) are entered into between DeepJudge AG, with its registered address at Militärstrasse 36, 8004 Zürich Switzerland (“DeepJudge”), and Customer, with name and address as indicated on the Order Form (“Customer”). These Terms and Conditions and the form upon which they are referenced (“Order Form”) together constitute one binding contractual agreement (“Agreement”) between DeepJudge and Customer. The Agreement is effective as of the date any applicable Order Form is fully executed by both parties (the “Effective Date”). 

BY EXECUTING THIS AGREEMENT, AND WHERE NO SIGNATURE BOX IS AVAILABLE, BY CLICKING THROUGH TO ACCESS THE SERVICES OR OTHERWISE INDICATING CUSTOMER’S ACCEPTANCE OF THIS AGREEMENT, OR THROUGH CUSTOMER’S ACCESS TO OR USE OF THE SERVICES, CUSTOMER EXPRESSLY AGREES TO BE BOUND BY THIS AGREEMENT. IF THE PERSON SIGNING OR ACCEPTING OR CLICKING THROUGH TO THE SERVICES IS ENTERING THIS AGREEMENT ON BEHALF OF ANOTHER ENTITY OR PERSON, SUCH PERSON HEREBY REPRESENTS TO DEEPJUDGE THAT THEY HAVE SUCH AUTHORITY TO BIND CUSTOMER TO THIS AGREEMENT. IF SUCH PERSON DOES NOT HAVE SUCH AUTHORITY OR IF CUSTOMER DOES NOT AGREE TO THIS AGREEMENT, DO NOT ACCESS OR USE DEEPJUDGE’S SERVICES.

1. Services. DeepJudge shall provide the Services listed on the applicable Order Form (“Services”) for the Term listed thereon on a subscription basis and subject to the terms and conditions of this Agreement. During the Term, DeepJudge grants Customer a limited, non-exclusive, non-transferable, non-assignable, non-sublicensable license for its Users to access and use the Services subject to this Agreement. 
   
   1. Cloud Deployment. For Services provided via Cloud Deployment, the following provisions apply.
      
      1. Hosting. The Services shall be hosted on (a) server(s) in the Cloud Hosting Location indicated on the Order Form.
      2. Upgrades and Maintenance. During the Term, DeepJudge may at its own discretion provide software fixes, revisions, updates or releases incorporating enhancements to the Services as well as carry out maintenance or other improvements to the Services and its infrastructure, and Customer acknowledges that this may result in temporary delays and interruptions from time to time. DeepJudge will inform Customer about planned interruptions reasonably in advance.
      3. Service Availability. Subject to the terms and conditions of this Agreement, DeepJudge shall use commercially reasonable efforts to maintain an Uptime Percentage of 99% or higher, calculated each calendar quarter. The “Uptime Percentage” shall be calculated as 100 x (total minutes in quarter - total minutes of Downtime in quarter) / total minutes in quarter. “Downtime” is defined as the time the Services are not available to log in or are not functioning in any material respect but shall not include: a) scheduled system maintenance, b) unscheduled maintenance deemed necessary to protect security and confidentiality of Customer Data, c) failures caused by Customer’s or a third party’s systems, d) Customer’s own acts or omissions, e) periods of suspension of this Agreement, and/or f) other events outside of DeepJudge’s control such as changes resulting from government, political, or other regulatory actions or court orders, strikes, riots, labor disputes, health crises, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, acts of or against third parties (including third party carriers or other vendors), or any other force majeure event.
   2. On-Premises Deployment. For Services provided via On-Premises Deployment, the following provisions apply.
      
      1. Access to Customer Infrastructure. To provide the Services and any updates thereto, Customer shall provide DeepJudge access to Customer’s network, servers, operating systems and other software on/through which Services are provided (“Customer’s IT-Infrastructure”), through which DeepJudge will perform the installation and maintenance. Customer shall ensure that the method and manner of such access shall be sufficient to allow DeepJudge to complete the implementation of the Services and to monitor, upgrade and provide support for the Services on a continuing and ongoing basis.  
      2. System Requirements. Customer is solely responsible for meeting the system hardware and configuration requirements communicated by DeepJudge to be able to make use of the Services.
   3. Hybrid Deployment. “Hybrid Deployment” means a deployment option where Customer elects On-Premises Deployment, but certain processing, such as LLM processing, occurs outside of the Customer’s IT-Infrastructure. For Services provided via Hybrid Deployment, the provisions applicable to On-Premises Deployment shall apply, except as modified herein. Customer acknowledges and agrees that, in connection with the execution of  Workflows, (i) Customer Data may be processed in the Cloud Hosting Location, and (ii) any LLM processing may involve transfer of Customer Data outside the Customer’s IT-Infrastructure. All such processing shall remain subject to the data protection and security obligations set forth in this Agreement. 
   4. Access to Customer Databases. Services require continued access to Customer’s document management system and/or other databases as indicated on the Order Form (“Customer Databases”). 
      
      1. Customer grants DeepJudge the right and authority to retrieve, process, index, store and use Customer Data for the purposes of this Agreement. “Customer Data” means any data or information retrieved from the Customer Databases, and any data or information Customer or Users upload or enter into the Services (collectively, “Inputs”), and any corresponding responses generated by the Services in response to such Inputs (“Outputs”). Customer warrants that sharing such Customer Data with DeepJudge does not violate any third-party rights.
      2. To implement and provide the Services and any updates thereto, and to provide ongoing support, DeepJudge may occasionally require access to Customer Databases. 
      3. Customer shall provide such access to the Customer Databases, and hereby acknowledges that if Customer prevents or withholds access to Customer Databases, this may result in delays, interruptions and/or its inability to use the Services.
      4. Customer shall provide a Technical Contact on the applicable Order Form, and it is Customer's responsibility to keep the Technical Contact’s contact information current. 
   5. Support. DeepJudge will provide Customer with a customer service portal and email support during its business hours (“Coverage Hours”). DeepJudge shall use commercially reasonable efforts to respond to Customer inquiries within 24 hours during the Coverage Hours and shall provide remote support for problem determination, analysis, and response as needed to assist with troubleshooting and diagnosing issues.
2. Fees. Customer shall pay the fees indicated on the applicable Order Form(s).
   
   1. Subscription, Implementation and other Fees. Unless otherwise indicated, fees for the first Term are invoiced within ten (10) calendar days following the Effective Date, and for each subsequent Term within ten (10) calendar days following the beginning of each subsequent Term. Invoices are payable within thirty (30) calendar days of receipt of invoice. 
   2. Professional Services. Customer may request DeepJudge to provide professional services  in relation to Customer’s use of the Services, and DeepJudge may, in its discretion, agree to provide professional services. Any such professional services will be provided subject to the terms and conditions set forth in a mutually agreed statement of work (“SOW”), including the fees payable by Customer to DeepJudge, which shall form an annex to and be incorporated into and form part of this Agreement. Unless otherwise provided for in the applicable SOW, fees for professional services shall be invoiced monthly and payable within thirty (30) calendar days of receipt of the invoice. To the extent that there is any inconsistency between any provision in any SOW and the rest of this Agreement, the terms of such SOW shall prevail. 
   3. Currency and Taxes. If not explicitly stated otherwise, all fees are in United States dollars (USD). All fees exclude applicable taxes. Customer is responsible for applicable federal, national, state, provincial, and/or sales, use, excise or other applicable taxes.
   4. Failure of Payment. DeepJudge may assess late charges equal to the greater of five percent (5%) of the unpaid balance per annum or the highest rate permitted by applicable law. Customer will be responsible for any reasonable attorneys’ fees, costs, and expenses incurred by DeepJudge to collect any amounts that are not paid when due. In case Customer does not pay the applicable fees as agreed between the parties and after notice of non-payment, DeepJudge reserves the right to limit or suspend access to the Services until DeepJudge receives all past due amounts from Customer. In case of a suspension for non-payment, Customer remains liable for all charges and fees incurred during the suspension period.
3. Term & Termination. The term of this Agreement begins on the Start Date specified on the Order Form, or if no Start Date is stated, on the Effective Date, and ends at the end of the Term specified on the Order Form. Unless otherwise specified on the Order Form, the Agreement will automatically renew for subsequent periods of one (1) year. Either party may terminate the Agreement and any or all Order Forms: (a) for any material breach not cured within thirty (30) days following written notice of the breach or immediately if the breach is incapable of cure; or (b) immediately upon written notice if the other party becomes the subject of any bankruptcy proceeding or any other proceedings relating to insolvency, administration, liquidation or assignment for the benefit of some or all of its creditors or enters into an agreement for the composition, extension, or readjustment of substantially all of its obligations.  In all other cases, either party may terminate towards the end of each subscription Term by notifying the other party in written form, including e-mail, at least three (3) months before the end of such subscription Term.  
   
   1. Obligations upon termination. Customer shall delete any software, source code, object code, documentation or data related to Services within thirty (30) calendar days from termination becoming effective, and Customer shall confirm such deletion in writing to DeepJudge. DeepJudge shall delete any Customer Data, including any Training Data, if applicable, and Customer Models, if applicable, within sixty (60) calendar days from termination becoming effective.
   2. Termination does not affect any rights, obligations, or liabilities of either party that have accrued before or are intended to stay effective beyond termination.
4. Customer Obligations. 
   
   1. Compliance with law. Customer shall use the Services in compliance with the Agreement and all legal obligations applicable in the territory where Customer and its Users are located.
   2. Users. Users of Customer may need to register an account to access and use all or parts of the Services. “Users” shall mean individual employees, directors and officers of Customer, and any contractors who are granted access to the Services by Customer or other users.
   3. Security of User Accounts. Customer shall provide, and shall ensure Customer’s Users shall provide, accurate, current, and complete information during registration and keep their account information up-to-date. Account sharing for the purposes of reducing the effective number of Users or for implying to have a smaller effective number of Users is prohibited. Customer is responsible for maintaining the confidentiality and security of User account credentials and may not disclose their credentials to any third party. Customer is responsible and liable for activities conducted through its account, including the actions of any User, and shall immediately notify DeepJudge if there is any suspicion that its or its Users’ credentials have been lost, stolen, and/or its or its Users’ accounts are otherwise compromised.
   4. Cooperation. Customer shall undertake commercially reasonable efforts to provide DeepJudge with all reasonably necessary access, data, documents, information, materials, software as well as competent staff, and anything else reasonably required for the provision of Services. Furthermore, Customer is obliged to inform DeepJudge immediately if errors or faults occur and to support DeepJudge in the analysis and, if necessary, in the elimination of errors and faults to the extent reasonably required. If the provision of Services under this Agreement is delayed due to circumstances for which Customer is responsible, Customer shall bear the disadvantages and additional costs incurred. Customer shall immediately inform DeepJudge of all circumstances within its control that might endanger or may be relevant to providing the Services and all misuses or suspicions of misuse of the Services.
   5. Restrictions. Customer shall not (i) circumvent or attempt to circumvent any security protection of the Services; (ii) use the Services in unlawful or fraudulent ways or for any unlawful or fraudulent purpose or effect; (iii) access the Service via any automated system or take any action that may impose an unreasonable load on the Services or the underlying infrastructure; (iv) bypass the measures that DeepJudge may use to prevent or restrict access to or use of the Service; (v) reverse engineer, decompile, disassemble and/or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation and/or data related to Services; (vi) copy, modify, distribute, reproduce, translate, disassemble or use in any other non-intended way (other than as permitted by the Agreement) any information, text, graphics, images, software obtained from the Services, and/or any other part of the Services, unless with DeepJudge's prior written permission; (vii) sell, sublicense, allow access and/or make the Services or any part of it otherwise available to third parties (viii) create derivative works based on the whole or any part of the Services or any content (other than Customer Data) available on the Services, unless with DeepJudge's prior written permission; and/or (ix) access the Services in order to build, or to share with anyone who builds, a product or service competitive to the Services and/or any product or service offered by DeepJudge. 
   6. Usage Parameters. Customer acknowledges that to ensure optimal performance, reliability, and stability of the Services, DeepJudge is permitted to implement reasonable usage parameters, including, but not limited to, rate-limiting measures. Customer acknowledges that such measures are necessary to maintain system integrity and to deliver consistent Services experience.
   7. Excess Data. Customer shall not exceed a hosting usage threshold of 500,000 documents per User or 250 GiB of data per User or as may be otherwise agreed by the parties in an Order Form (“Hosting Threshold”). The Hosting Threshold applies in addition to any other limitations and/or restrictions set out in the applicable Order Form or the Agreement. If Customer exceeds the Hosting Threshold, DeepJudge may work with Customer to seek to reduce Customer’s data volume so that it conforms to the Hosting Threshold or charge for the excess data at its then-current standard rates.  
   8. Suspension. Customer acknowledges that DeepJudge is permitted and possibly required by law to suspend access to the Services or Customer's account based upon reasonable determination of the occurrence or potential for occurrence of illegal or wrongful activity, fraudulent use and/or attempted fraudulent activity, or a breach of the foregoing obligations. In case of a suspension, Customer remains liable for all charges and fees incurred during the suspension period.
   9. Third-Party Services. The Services may allow Customer to access or use or integrate with third party services (“Third-Party Services”). Such Third-Party Services are separate from and do not form part of the Services under this Agreement. Customer’s use of Third-Party Services is subject to separate terms and conditions between Customer and the provider of the Third-Party Services. DeepJudge does not control the Third-Party Services and will have no liability to Customer in connection with any Third-Party Services. Customer is solely responsible for configuring and managing any data sharing settings and controls in connection with use of the Third-Party Services with the Services hereunder.
   10. Responsibilities and Acceptable Use. Customer will (i) be responsible for Users’ compliance with this Agreement and documentation; (ii) use Services only in accordance with this Agreement and documentation; and (iii) verify, including through human review, the accuracy, reliability, or appropriateness of the AI features of the Services for a particular use. For the avoidance of doubt, DeepJudge is not a law firm and does not engage in the practice of law. Customer acknowledges that it is not relying on the Services for legal advice. Without limiting the foregoing, Customer will not use the Services, and will ensure that no User uses the Services, in connection with (1) judicial decision-making or other activities performed by judges; (2) professional activities of lawyers serving as arbitrators, mediators, or other alternative dispute resolution neutrals; or (3) any other use prohibited or restricted under applicable law, including the EU Artificial Intelligence Act.
5. Intellectual Property, Data. 
   
   1. Intellectual Property Ownership. Each party retains all rights, titles, and interests to its own intellectual property, including all copyrights, inventions, trademarks, designs, domain names, know-how, trade secrets, data and other intangible property rights (“Intellectual Property Rights”). 
      
      1. DeepJudge retains all Intellectual Property Rights in and to the Services, Usage Data, documentation and related materials, and/or any part(s) of thereof.  DeepJudge reserves all rights not expressly granted herein.
      2. Customer retains all Intellectual Property Rights in and to the Customer Data, including Training Data, if applicable.
   2. No Training. DeepJudge does not use Customer Data to train the artificial intelligence (“AI”) and/or machine learning (“ML”) models underlying the Services, except in the case that prior written consent was provided by Customer. 
   3. Usage Data. DeepJudge may collect Usage Data and other information in order to improve the Services, as well as for security, support, product and operations management, and research and development purposes. “Usage Data” means statistical and other information about the configuration and use of the Services, such as hardware and storage usage, operating systems and environments, cluster setup (e.g., node type and counts), cluster health, system performance (e.g., uptime and response times), feature usage, interactions with the Services, and error logs. DeepJudge does not share Usage Data with third parties. 
   4. Feedback. If Customer or its Users provide DeepJudge with comments, suggestions, recommendations,  and/or feedback concerning complaints, errors, problems, suggestions for improvements, ideas, and other matters related to the Services (“Feedback”), DeepJudge shall have the right to use  any such Feedback in any manner, including, but not limited to, future enhancements and modifications to the Services, without any obligation, whether financial or otherwise, to the Customer. Customer agrees that such Feedback is given voluntarily and hereby grants to DeepJudge and its assigns a perpetual, worldwide, transferable, sublicensable, fully paid-up, irrevocable, royalty free license to exploit such Feedback for development of its business, products and services so long as such exploitation does not identify Customer as the source of the Feedback.
   5. Workflow Builder. Customer may configure, or request that DeepJudge configure, certain aspects of the DeepJudge Services using available tools to better align with Customer’s specific operational needs, including, without limitation, by building or adapting workflows or processes (“Workflows”) using DeepJudge’s low-code/no-code functionality (“Workflow Builder”).
      
      1. Ownership of Workflow Technology. Customer acknowledges that Workflows created using the Workflow Builder rely upon and are enabled by the DeepJudge Services and building or adapting Workflows using Workflow Builder does not transfer any ownership rights in the DeepJudge Services or in any associated DeepJudge Intellectual Property Rights.
      2. Ownership and Confidentiality of Customer Authored Logic. As between the parties, Customer retains all rights, title, and interest in and to any process logic or other expressions of proprietary business logic authored by Customer using the Workflow Builder (“Customer Authored Logic”). DeepJudge shall not disclose or incorporate any Customer Authored Logic into the DeepJudge Services provided to any other customer.
      3. Use of Generalized Patterns. Notwithstanding the foregoing, Customer acknowledges that the general workflow patterns and logic underlying the Workflows may reflect common or widely used process patterns that are not unique to Customer. DeepJudge may use generalized workflow patterns or logic to improve its services or features, provided that such use does not involve copying or disclosing any Customer Data 
6. Disclaimer of Warranties. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND, OTHER THAN AS SET FORTH IN THIS AGREEMENT, DEEPJUDGE MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND RELATED TO THE SERVICES OR THE INFORMATION AND MATERIALS CONTAINED THEREON. DEEPJUDGE DOES NOT GUARANTEE THAT THE SERVICES ARE ERROR-FREE AND WILL FUNCTION WITHOUT ANY INTERRUPTION OR DISRUPTION. DEEPJUDGE IS NOT RESPONSIBLE FOR INACCURACY OR INCOMPLETENESS OF THE SERVICES BEYOND OF WHAT IS SET FORTH HEREIN, OR THE INCOMPATIBILITY OF THE SERVICES WITH ANY SPECIFIC OBJECTIVES THAT CUSTOMER IS HOPING TO ACHIEVE. DEEPJUDGE DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY REPRESENTATIONS OR WARRANTIES OR CONDITIONS ARISING FROM A COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. NO ORAL OR WRITTEN COMMUNICATIONS BY DEEPJUDGE, ITS EMPLOYEES, DIRECTORS, OFFICERS OR AGENTS WILL CREATE ANY NEW OR ADDITIONAL WARRANTIES. 
7. Liability & Indemnity.
   
   1. Limitation of Liability. 
      
      1. EXCEPT FOR DAMAGES ARISING FROM THE OTHER PARTY’S FRAUD, WILLFUL MISCONDUCT, OR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUES, DATA LOSS OR USAGE LOSS, IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE RELATING TO THE SERVICES, WHETHER OR NOT THE LIKELIHOOD OF SUCH LOSS OR DAMAGE WAS CONTEMPLATED.
      2. EXCEPT WITH RESPECT TO (I) CUSTOMER’S PAYMENT OBLIGATIONS, (II) A BREACH OF CUSTOMER’S OBLIGATIONS UNDER SECTION 4(e), (III) FRAUD, WILLFUL MISCONDUCT, OR (IV) INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS,  EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, REGARDLESS OF CAUSE OR THEORY OF RECOVERY, IS LIMITED TO THE FEES PAID TO DEEPJUDGE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT FIRST GIVING RISE TO SUCH LIABILITY. TO THE EXTENT ANY LIABILITY OF A PARTY CANNOT BE DISCLAIMED, EXCLUDED OR LIMITED UNDER APPLICABLE LAWS, SUCH LIABILITY SHALL BE DISCLAIMED, EXCLUDED AND LIMITED TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAWS. 
   2. Indemnity. DeepJudge shall defend and hold harmless Customer and its officers, directors, employees and agents, from any and all third-party claims that the Services or the underlying software infringes and/or violates any third-party intellectual property right. If Customer's use of the Services is (or in DeepJudge's opinion is likely to be) enjoined, DeepJudge, at its expense and in its sole discretion, may: (i) procure the right to allow Customer to continue to use the Services, or (ii) modify or replace the software or the Services or infringing portions thereof to become non-infringing, or (iii) if neither (i) nor (ii) is commercially feasible, terminate Customer's right to use the affected portion of the Services. Customer shall indemnify, defend and hold harmless DeepJudge and its officers, directors, employees and agents from any and all third party claims related to the Customer Data. With respect to any claims brought against an indemnified party hereunder, the party seeking indemnification shall promptly advise the indemnifying party of any threat or initiation of any claim, demand, action or proceeding to which the requested indemnification may apply, provide the indemnifying party sole control over the defense and settlement of the matter, and assist the indemnifying party in the defense or settlement thereof.
8. Confidentiality, Privacy, and Security.
   
   1. Confidential Information. Each party (“Discloser”) may disclose to the other (“Recipient”) Confidential Information. “Confidential Information” includes, without limitation, any information which is marked as confidential and information which has otherwise been indicated as being confidential or could reasonably be deemed confidential and attributable to Customer or DeepJudge, including but not limited to organization information, customer information, functionalities, features, specifications and documentation of the Services, or, in the case of Customer as Discloser, Customer Data. The following are not considered Confidential Information: (i) information that is publicly available or becomes publicly accessible, provided that such public availability or accessibility did not arise from any fault, omission, or other act of the Recipient; (ii) information lawfully received by Recipient from a third party without confidentiality obligations to Discloser; (iii) information lawfully in the possession of Recipient without confidentiality obligations to Discloser prior to receipt from Discloser;; or (iv) information independently developed by the receiving party without use of or reliance on the other party’s Confidential Information.
   2. Confidentiality. During the term of this Agreement and thereafter, Recipient will treat as confidential and will not use (other than for the purposes set forth herein) or disclose to any third party any Confidential Information of Discloser except as expressly permitted by Discloser in writing in advance. Recipient will use at least the same degree of care to protect Discloser’s Confidential Information that Recipient uses to protect its own Confidential Information, which will be no less than a reasonable degree of care. Recipient may disclose the Confidential Information of Discloser to its subcontractors, directors, officers, and employees (collectively, “Representatives”) who have a bona fide need to know such Confidential Information, provided that each such Representative is bound by a legal obligation as protective of the Confidential Information as those set forth herein. If Recipient is required by applicable law, regulation, court order or legal process to disclose any Confidential Information of Discloser, Recipient will provide Discloser with prompt notice of such request or requirement and Recipient will request that all Confidential Information so disclosed is treated confidentially. Disclosure of Confidential Information in accordance with the foregoing sentence will not violate the terms of this Agreement. This confidentiality obligation remains in force even after the termination of the Agreement.
   3. Data Privacy. To the extent Customer Data includes Personal Data Processed through the Services (as those terms are defined in the DPA), the terms of the Data Processing Addendum (“DPA”) available at https://www.deepjudge.ai/dpa, shall apply and be deemed incorporated into this Agreement. 
   4. Security. DeepJudge will implement and maintain appropriate administrative, technical and organizational safeguards for protection of the security, confidentiality, and integrity of Customer’s Confidential Information, including Usage Data, processed by DeepJudge as set forth herein and as specifically included in Annex 2 (Security Measures) of the DPA. Those safeguards include, but are not limited to, measures for preventing access to or use, modification or disclosure by DeepJudge (including affiliates, sub-processors and contractors) of Customer Data and Usage Data except as permitted by the provisions of this Agreement or as Customer expressly permits in writing in advance.
9. Miscellaneous.
   
   1. Marketing. If indicated on the applicable Order Form, Customer entitles DeepJudge to use Customer’s name, logo, and a brief description of the services provided for advertising purposes on DeepJudge's website and other marketing or sales materials. The use of Customer’s name and logo is expressly permitted in confidential investment materials. Any other use shall be specified on the applicable Order Form, or requires the additional prior consent of the other party.
   2. Entire Agreement; Amendments. This Agreement constitutes the entire agreement between DeepJudge and Customer, and supersedes all prior agreements, between the parties relating to the subject matter of the Agreement. General terms and conditions of DeepJudge or Customer (e.g. online forms, boilerplate on invoice acknowledgements, etc.) are excluded unless they have been expressly accepted by both parties. Any amendments to this Agreement must be agreed in writing and signed by both parties. If any provision of the Agreement (in whole or part) is held to be illegal, invalid or otherwise unenforceable, the other provisions will remain in full force and effect.
   3. Notices. All notices under this Agreement must be in writing and delivered by certified or registered mail, a nationally recognized overnight courier, or e-mail. Notices must be sent to the appropriate party at the address or e-mail set forth on the Order Form, and in the case of DeepJudge, with a copy to legal@deepjudge.ai Either party may update its address for receipt of notice by written notice to the other party (e-mail to suffice). Notices are deemed given: (i) three (3) business days following the date of mailing; (ii) one (1) business day following delivery to a courier; or (iii) upon transmission of an e-mail, provided no bounce-back or error message is received. 
   4. Assignment.  Neither Party may assign this Agreement or any Order Form, in whole or in part, without the other Party’s prior written consent, not to be unreasonably withheld; provided, however, that DeepJudge may assign the Agreement without Customer’s consent to an affiliate as part of a reorganization or to any entity that acquires all or substantially all of the business or assets of DeepJudge related to the Services, whether by merger, reorganization, acquisition, sale, operation of law, change in control or otherwise. Any assignment made in conflict with this provision shall be void. This Agreement shall only become effective and binding upon the Parties once duly signed by their authorized representatives, and it will thereafter be binding upon and inure to the benefit of each Party and their respective successors and assigns. 
   5. Relationship of the Parties; Third Parties. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. Nothing in this Agreement is intended or shall be construed to give any person, other than the parties hereto, their successors and permitted assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement.‍
   6. Governing Law & Jurisdiction. This Agreement, and all claims or causes of action that may be based upon, arise out of or relate to this Agreement shall be governed by and construed in accordance with the substantive laws of Switzerland, excluding its conflict of law provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG). The parties consent to exclusive jurisdiction and venue in courts located in Zürich.