Terms and Conditions

1 Scope and Acceptance of GTC

These terms and conditions ("GTC") govern access to and use of the Gieni ABX (Autonomous Business Execution) platform (the "Platform"), products and any related services provided through its portals, interfaces (APIs), and integrations (together "Services") available on gieniabx.com (the "Website") offered by Orderfox Schweiz AG, Bellerivestrasse 10, 8008 Zürich ("Orderfox").

To access or use the Services, you ("Customer", "you", "your") have to agree to these GTC. If the Customer does not agree to these GTC, the Customer may not use or access the Services.

Where you are not a consumer, you confirm that you have authority to bind the business on behalf of which you are accepting these GTC.

By purchasing, using, or otherwise accessing any of the Services, the Customer agrees to be bound by the GTC and all other terms or documents referenced herein, which together constitute a legally binding agreement between the Customer and Orderfox (the "Agreement").

The Customer's general terms and conditions are excluded unless they have been expressly accepted by Orderfox.

2 Services

2.1 Scope of the Services

The Services consist of the provision of a workflow execution and orchestration software solution made available via the Platform, which enables Customers to design, configure, and execute business workflows across integrated third-party services.

The Platform executes tasks based exclusively on configurations, inputs, prompts, and parameters defined by the Customer and processes available data in order to generate outputs aligned with the Customer's defined objectives.

The Services may include integrations with third-party services, including artificial intelligence models made available via third-party APIs. The Customer is solely responsible for configuring such integrations and enabling or disabling specific features.

Orderfox will provide the Services in accordance with the applicable Plan and as specified during registration, sign-up, or in an executed order form (each, an "Order"), including any agreed number of authorized users ("Users"). The Services may be updated from time to time, and will be provided in their then-current version.

Unless expressly agreed otherwise in an Order, the Services are provided on an "as is" and "as available" basis.

2.2 Registration

To gain full access to and use all or part of the Services, the Customer or the User may be required to register and create an account.

The Customer or the User must provide accurate, current, and complete information during registration and keep their account information up-to-date. Accounts registered by bots or automated methods are not authorized and will be terminated.

The Customer or the User is responsible for maintaining the confidentiality and security of their account credentials and may not disclose their credentials to any third party. The Customer or the User is responsible and liable for activities conducted through their account and must immediately notify the Orderfox if there is any suspicion that their credentials have been lost, stolen, or their account is otherwise compromised.

Accounts registered by bots or automated methods are not permitted and may be suspended or terminated.

2.3 Service Plans

The Services are offered under various subscription plans (each a "Plan"), which may include a free plan ("Free Plan") and one or more paid subscription plans (each, a "Paid Plan"). Each Plan includes a specific set of features, functionality, usage limits, and service levels. A current description of the available Plans, including applicable features, usage thresholds, and pricing, is available on the Website or in the applicable Order.

Orderfox may modify, update, or discontinue features of any Plan from time to time, provided that such changes do not materially reduce the core functionality of a Paid Plan during the applicable subscription term.

The Free Plan is made available at no charge and may be subject to reduced functionality, usage limits, and other restrictions. Orderfox reserves the right to modify or discontinue the Free Plan, or any part thereof, at any time without liability. Access to the Free Plan may also be subject to additional terms or limitations as set out on the Website.

2.4 Upgrades and Downgrades

The Customer may upgrade to a higher-tier Plan at any time. Unless otherwise specified in the applicable Order, downgrades to a lower-tier Plan will take effect at the end of the then-current Subscription Term.

The Customer acknowledges that if actual usage during a Subscription Term exceeds the applicable Plan's usage limits (including number of Users), Orderfox may:

• require the Customer to upgrade to a higher Plan; or
• adjust the applicable Plan or fees upon renewal to reflect the Customer's actual or reasonably anticipated usage.

Orderfox will notify the Customer in advance of any such adjustment.

3 Payment

The Customer shall pay the fees applicable to the selected Paid Plan as set out on the Website or in the applicable Order. Unless otherwise specified in the Order, all fees are payable in advance for the relevant Subscription Term.

Unless otherwise specified in the applicable Order, invoices are due within 14 days from the invoice date. Payments shall be made using the payment methods made available by the Orderfox.

All fees are payable in advance, and invoices are due within 14 days. Late payments result in an interest rate of 5% p.a.

If not explicitly stated otherwise, all fees are in CHF and excluding VAT and other applicable taxes. Except where prohibited by law, all fees are non-refundable.

Orderfox may amend the fees for Paid Plans upon renewal of the applicable Subscription Term by providing at least 30 days' prior notice to the Customer. Fee changes shall not apply during the then-current Subscription Term unless otherwise agreed in writing.

In case the Customer does not pay the applicable fees as agreed between the parties and after notice of non-payment, Orderfox reserves the right to limit or suspend access to the Services. In case of a suspension, the Customer remains liable for all charges and fees incurred during the suspension period.

Any right to set off, retain, deduct, counterclaim and/or withhold any payments due under the Agreement vis-à-vis Orderfox is hereby expressly waived and excluded.

4 Rights & Obligations of Orderfox

Orderfox will provide the Customer with the Services as agreed in the Agreement.

Orderfox:

• makes the Services available to the Customer and uses reasonable care and skill in the performance of the Services and in keeping the Services free from viruses and other malicious software programs.
• regularly carries out maintenance or improvements to the Services and its infrastructure, but does not guarantee that the Services will function without any interruption or disruption. The Customer acknowledges that this may result in temporary delays and interruption from time to time. Where reasonably possible, Orderfox will inform the Customer about potential interruptions in advance.
• provides the Customer with reasonable support during the Orderfox' business hours.
• guarantees an availability of the Services of at least 98% during 24 hours for 365 days a year. Downtime (e.g. for maintenance) announced by Orderfox reasonably in advance will not be counted towards the minimum availability.
• may subcontract third parties for all its obligations under these GTC.
• is liable to the Customer for its subcontractors and ensures that subcontractors are bound to appropriate confidentiality and data protection obligations.
• is permitted and possibly required by law to suspend access to the Services or the Customer's account based upon reasonable determination of the occurrence or potential for occurrence of illegal or wrongful activity, fraudulent use or attempted fraudulent activity. In case of a suspension, the Customer remains liable for all charges and fees incurred during the suspension period.

Orderfox may amend the GTC, including the applicable fees, from time to time at its sole discretion by publishing an updated version of the GTC on the Websites. Where possible, Orderfox will electronically notify the Customer of any material changes to the GTC. The Customer should check the GTC regularly and only use the Services upon acceptance of the changes to the GTC. The Customer's continued use of the Services following any amendments indicates acceptance of the changes to the GTC.

Orderfox constantly develops and improves its Services and may modify or either temporarily or permanently stop providing the offered Services or any part of it at its sole discretion. In case of material changes to the Services, i.e., changes significantly altering the nature and scope of the Services provided to the Customer according to the Agreement, Orderfox will notify the Customers that are directly affected by such changes, and where reasonably possible.

If the Customer disagrees with the material change to the Services or GTC (including changes of the respective fees), the Customer may terminate the Agreement within 1 month from the Orderfox' notice where applicable, otherwise from the publication of the respective change. Such termination is effective from the date the changes take effect or the delivery date of the termination notice if occurred after the changes took effect.

Orderfox reserves a right to ask the Customer to provide feedback through forms, questionnaires, and polls in order to improve their Services ("Feedback"). Orderfox may use, or not use, any such Feedback, without any obligation, whether financial or otherwise, to the Customer. Orderfox assigns all rights (including but not limited to intellectual property rights), title, and interest in the Feedback to Orderfox and acknowledges it has no claim in relation to the Feedback.

5 Rights & Obligations of Customer

The Customer agrees to use the Services in compliance with the Agreement and all legal and moral obligations applicable in the territory where they are located.

The Customer is obliged to cooperate in the performance of this Agreement to the necessary extent free of charge. The Customer is obliged to provide Orderfox with all necessary information, documents, materials, access, software, data, as well as competent staff, and anything else reasonably required for the provision of Services. Furthermore, the Customer is obliged to inform Orderfox immediately if errors or faults occur and to support Orderfox in the analysis and, if necessary, in the elimination of errors and faults to the extent required.

If the provision of Services under this Agreement is delayed due to the Customer's failure to comply with his duty to cooperate or due to other circumstances for which the Customer is responsible, the Customer shall bear the disadvantages and additional costs incurred.

The Customer must immediately inform Orderfox of all circumstances within its sphere that might endanger or may be relevant to the providing the Services and all misuses or suspicions of misuse of the Services.

The Customer may not:

• circumvent or attempt to circumvent any security protection of the Services;
• use the Services in unlawful or fraudulent ways or for any unlawful or fraudulent purpose or effect;
• access the Services via any automated system or take any action that may impose an unreasonable load on Orderfox infrastructure;
• bypass the measures that Orderfox may use to prevent or restrict access to or use of the Services.

The Customer agrees it will not, unless with Orderfox prior written permission:

• try to decompile or reverse engineer the Services or any part of it, or derive the source code;
• copy, modify, distribute, reproduce, translate, disassemble or use in any other way any information, text, graphics, images, software obtained from the Services, or any other part of the Services;
• create derivative works based on the whole or any part of the Services or any content available on the Services.

The Customer may not sell, sublicense, allow access or make the Services or any part of it otherwise available to third-parties.

The Customer is obliged to check their data and information for viruses or other harmful components before entering it and to use state-of-the-art virus protection programs for this purpose.

6 Intellectual Property

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").

All Intellectual Property Rights in and to the Platform, the Services, and any underlying software, technology, workflows, algorithms, models, documentation, and related materials (collectively, the "Orderfox Intellectual Property Rights") remain exclusively vested in Orderfox. Subject to these GTC, Orderfox grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the applicable Subscription Term.

The Customer retains all Intellectual Property Rights in and to any data, content, prompts, configurations, instructions, or other materials submitted to the Services ("Input") and, subject to compliance with these GTC, owns the output generated by the Services based on such Input ("Output").

The Customer grants Orderfox non-exclusive, worldwide, royalty-free license to process and use the Input and Output solely to provide, maintain, secure, and improve the Services in anonymized and aggregated form.

7 Confidentiality

The parties may disclose to each other confidential information ("Confidential Information"). Confidential Information includes, without limitation, any information which is marked as confidential such as organization information, customer databases, functionalities and features of the Services, or information which has otherwise been indicated as being confidential or could reasonably be deemed confidential and attributable to the Customer or Orderfox. Publicly available or accessible information, information lawfully and unrestrictedly received or independently developed by the receiving party, is not considered confidential. Each party undertakes to protect all confidential information that becomes accessible or known based on the GTC. This confidentiality obligation remains in force even after the termination of the Agreement. Orderfox and the Customer may further define their duties regarding confidentiality in a non-disclosure agreement, in which case the provisions of the non-disclosure agreement prevail.

8 Privacy

Orderfox collects and processes personal data as described in its Privacy Policy available at [link]. Orderfox protects the collected personal data by means of appropriate technical and organizational measures and in accordance with the data protection legislation applicable in Switzerland and the European Union. The Customer authorizes Orderfox to use, process, and store relevant data for the performance of the Agreement and to use anonymized data to improve its services or for analysis purposes. The parties may further define their duties regarding data protection in a data processing agreement, in which case the provisions of the data processing agreement prevail.

9 Term & Termination

The "Subscription Term" means the period during which the Customer is authorized to use the applicable Plan. For Paid Plans, the Subscription Term shall commence on the effective date specified in the applicable Order and continue for the initial period set out therein (the "Initial Term"). Unless otherwise specified in the Order, the Subscription Term shall automatically renew for successive periods equal to the Initial Term (each a "Renewal Term"), unless either party provides written notice of non-renewal at least 30 days prior to the end of the then-current term.

For the Free Plan, the Subscription Term shall commence upon registration and continue until terminated by either party in accordance with these GTC.

Either party may terminate the Agreement with immediate effect if the other party is in material breach of the Agreement and fails to remedy such breach within 10 days after receipt of written notice.

Orderfox may terminate or suspend the Agreement with immediate effect if:

• the Customer fails to pay undisputed fees when due;
• the Customer becomes subject to insolvency, bankruptcy, or liquidation proceedings; or
• the Customer's use of the Services poses a security risk or violates applicable law.

Paid Plans may be terminated for convenience only with effect at the end of the then-current Subscription Term by providing written notice at least 30 days prior to its expiry. The Free Plan may be terminated by either party at any time with immediate effect. Termination does not affect any rights, obligations, or liabilities of either party that have accrued before or are intended to stay effective beyond termination.

10 Liability & Indemnity

Orderfox shall be fully liable to the Customer for damages resulting from wilful misconduct or gross negligence. Nothing in this Agreement shall exclude or limit liability to the extent such limitation is not permitted under applicable law. In all other cases, each party's liability under the Agreement is limited to either (i) 100% of the amount of the fees paid for the provision of the Services in the 12 months prior to the occurrence of the damaging event, or (ii) CHF 100, whichever is higher.

Neither party may recover from the other party, regardless of the legal reason, any amount with respect to loss of profit, data, or goodwill, or any consequential, incidental, indirect, punitive, or special damages in connection with claims arising out of this Agreement or otherwise relating to the Services, whether or not the likelihood of such loss or damage was contemplated.

Orderfox will not be held liable for inaccuracy or incompleteness of the Services, or the incompatibility of the Services with any specific objectives that the Customer is hoping to achieve.

The Customer agrees to indemnify, and hold Orderfox harmless from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (i) breach of this Agreement or any legal regulation by the Customer, its employees or other persons acting on behalf of the Customer; (ii) any breach of Customer's representations and warranties set forth in the Agreement; (iii) Customer's violation of the rights of a third party; (iv) Customer Input, prompts, workflows, or configurations; (v) Customer's use of the Output.

Neither party shall be liable for any failure to perform its obligations under this Agreement (other than payment obligations) caused by circumstances beyond the parties' reasonable control (force majeure).

11 Warranties & Representations

Orderfox makes the Services available to the Customer and uses reasonable care and skill in the performance of the Services. The Customer acknowledges that the Services are provided "as is" and "as available", and Orderfox makes no warranties or representations of any kind related to the Services or the information and materials contained thereon.

Orderfox does not warrant that the Services are error-free and will function without any interruption or disruption. Orderfox may at its own discretion carry out maintenance or improvements to the Services and its infrastructure, and the Customer acknowledges that this may result in temporary delays and interruptions from time to time. Where reasonably possible, Orderfox will inform the Customer about potential interruptions in advance.

The Customer acknowledges and agrees that:

• the Services execute workflows and generate Output solely based on Customer-defined Input, prompts, configurations, and enabled integrations;
• the Services do not guarantee any specific business outcome, performance level, or result;
• the Services do not provide legal, financial, medical, or other regulated professional advice.

The Customer remains solely responsible for:

• designing and configuring prompts and workflows;
• enabling or disabling integrations and features;
• reviewing, validating, and approving all Output prior to reliance or operational use.

12 Marketing

The Customer entitles Orderfox to use the Customer's name, logo, and a brief description of the services provided for advertising purposes on the Website and other marketing or investment materials. Any other use requires the prior consent of the other party.

13 Miscellaneous

Entire Agreement: The Agreement constitutes the entire agreement between Orderfox and the Customer, and supersedes all prior agreements, between the parties relating to the subject matter of the Agreement.

Changes to GTC: Orderfox may, from time to time, change these GTC. Orderfox will notify the Customer via the registered email address at least 14 days before such changes apply to the Customer.

Notices: Notices must be given in writing, including e-mail, and need to be communicated:

• Orderfox attention: via email to: info@orderfox.com;
• To Customer's attention: by publishing on the Services or where explicitly agreed between the Parties via email to the last e-mail address provided for this purpose by the Customer. It is the Customer's responsibility to keep provided contact information current.

No Assignment: The Customer may not assign any of its rights, obligations, or claims under the Agreement without the previous consent of Orderfox.

Severability: 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.

Governing Law & Jurisdiction: These GTC, and all claims or causes of action that may be based upon, arise out of or relate to these GTC shall be governed by and construed in accordance with the substantive laws of Switzerland, excluding its conflict of law provisions. The ordinary court at the seat of Orderfox has exclusive jurisdiction for all disputes arising from or in connection with the GTC.

Links: The Services may contain third-party content or links to third-party websites. Orderfox does not assume any responsibility for and does not make any warranties or representations as to any third-party content or websites, including but not limited to the accuracy, subject matter, quality, or timeliness.

Gieni ABX General Terms and Conditions (GTC)