Terms and Conditions for the use of Presight Persona (the “Terms”) 1. APPLICATION OF THESE TERMS 1.1. In consideration of the mutual promises contained in this Agreement (where references to “Agreement” include these Terms and the commercial terms entered into via the order transacted between you (as defined below) and Presight, (as defined below) as included on the Azure marketplace platform (the “Marketplace”) (the “Commercial Terms”)), the receipt and sufficiency of which are hereby acknowledged by each of the Parties, these Terms are entered into between Presight AI Technologies LLC of Al Nahyan, East, 0,25 Building of International Petroleum Invest Company (IPIC), Abu Dhabi, United Arab Emirates (“Presight”, “we”, “us”, or “our”), and you (each a “Party” and together, the “Parties”). For the purpose of this Agreement, all references to Presight shall include Presight AI Ltd of Level 17 Al Maqam Tower, Abu Dhabi Global Market, Abu Dhabi, United Arab Emirates (an Affiliate of Presight AI Technologies LLC). Presight AI Ltd shall be entitled to the rights and benefits of this Agreement and may fulfil obligations under it, provided that Presight AI Technologies LLC remains responsible for ensuring compliance with the terms herein. 1.2. References herein to the “Customer”, “you”, “your”, or “yours” refer: 1.2.1. to the entity or organisation that procures access to the Product from Presight through the Marketplace (a “Corporate User”); and 1.2.2. the Persons (and “Person” shall be broadly interpreted to include any corporation, company, partnership or other legal or business entity or any individual) to whom access to the Product is granted by the Corporate User pursuant to this Agreement (“Permitted End Users”). 1.3. Presight shall, during the period outlined in the Commercial Terms (unless it is terminated earlier in accordance with the terms of Clause 7 (Termination)) (the “Term”), provide the access to its virtual chat bot avatar, Presight Persona (the “Product”) to the Customer for business purposes only, on and subject to the terms of this Agreement. 1.4. By signing this Agreement, downloading, installing, registering with, using, or accessing the Product or permitting such use or access to Permitted End Users (where applicable), you acknowledge that you have read, understand and formally accept to be legally bound by this Agreement. 1.5. If you do not agree to these Terms, you must not access or use the Product in any way, including by way of downloading, installing, or otherwise accessing the Product or making the Product accessible to other Persons, including your Permitted End Users, where applicable. 2. PRODUCT ACCESS 2.1. Subject to the terms of this Agreement, including Clause 2.2 and Clause 6 (Intellectual Property), Presight grants you a limited, non-exclusive, non-sublicensable, and non-transferable licence to use, and access, the Product for the duration of the Term in accordance with the terms of this Agreement. 2.2. Where applicable, the licence granted under Clause 2.1 shall be for the concurrent number of Permitted End Users as outlined in the Commercial Terms and you shall ensure that the total number of Permitted End Users who have access to the Product does not exceed the number set out in the Commercial Terms. 2.3. You are responsible and liable for all activities that occur under the account created by Presight to enable you to access the Product pursuant to Clause 2.1 (the “Account”), including the activities, actions or omissions of any Permitted End User or any other Persons who use or access the Product in any way under your Account. 2.4. You may not make account access credentials available to third parties, share individual login credentials between multiple users on account, and you will promptly notify us if you become aware of any unauthorised access to or use of the Product. 2.5. You are solely responsible for: 2.5.1. any content input into the Product by you, and (in the case of Corporate Users) your Permitted End Users), excluding any Feedback (as defined in Clause 6.6 (Feedback) (“User Input”) and you represent and warrant that you, and (in the case of Corporate Users, your Permitted End Users), have all rights, licenses, and permissions required to provide User Input into the Product. 2.5.2. all use of the computer-generated responses to the User Input provided by the Product, excluding any Feedback (as defined in Clause 6.6 (Feedback) (“User Output”); and 2.5.3. evaluating the User Output for accuracy and appropriateness for your use case. 2.6. Presight reserves the right to suspend your access, and the access of any Permitted End Users (where applicable), to the Product on the basis of serious or repeated violations of this Agreement, to be determined in the sole and absolute discretion of Presight. 3. RESTRICTIONS ON USE 3.1. Except as these Terms expressly provide, you shall not and, in the case of Corporate Users, shall procure that all Permitted End Users or any other Persons you permit to use or access the Product in any way pursuant to this Agreement do not: 3.1.1. copy or permit any other Person to make copies of the Product, in whole or in part; 3.1.2. modify, translate, adapt, or otherwise create derivative works or improvements of the Product; 3.1.3. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code or any part thereof of the Product (save to the limited extent permitted by law, and then only after having made written request to Presight for the underlying information sought); 3.1.4. remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other Intellectual Property (defined in Clause 6.1 (Intellectual Property) or proprietary rights notices from the Product or any copies thereof; 3.1.5. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Product, or any content, features, or functionality of the Product, to any other Person or party; 3.1.6. use the Product in or in connection with the design, construction, maintenance, operation or use of any hazardous environments, systems or applications, any safety response systems or any safety critical application of any type; 3.1.7. use the Product, User Input or User Output in a manner: 3.1.7.1. that violates any applicable laws or any Presight policies applicable to the Product as provided by Presight to you from time to time; 3.1.7.2. that infringes, misappropriates, or otherwise violates any third party’s rights; or 3.1.8. use User Output to develop any artificial intelligence models that compete with the Product. 4. PROVISION OF DATA 4.1. You acknowledge that when you use or access the Product, information about the use of the Product by you and, in the case of Corporate Users, your Permitted End Users, may be automatically collected. 4.2. You acknowledge and agree that, in the event of Personal Data (as defined in applicable data protection legislation) disclosure via the Product by you or, in the case of Corporate Users, any of your Permitted End Users, the processing of such Personal Data shall be governed under Schedule 1 of these Terms. 5. CONFIDENTIAL INFORMATION 5.1. For the purpose of this Clause 5, the term “Confidential Information” means any information, however conveyed or presented, that relates to the business, affairs, operations, customers, processes, budgets, pricing policies, product information, strategies, developments, trade secrets, know-how, personnel and suppliers of the Customer or Permitted End User, including any other information clearly designated by a the Customer or Permitted End User as being confidential (whether or not it is marked "confidential"), or which ought reasonably be considered to be confidential. 5.2. You acknowledge and agree that 5.2.1. the use of the Product is for general assistance and support to you and, in the case of Corporate Users, your Permitted End Users only, without the need to collect Confidential Information; 5.2.2. any such disclosure of Confidential Information is done at the sole risk of the Customer and its Permitted End Users; and 5.2.3. Presight shall not be responsible or liable in respect of any loss or damages of any kind incurred by the Customer or its Permitted End Users as a result any such disclosure by the Customer or its Permitted End Users. 6. INTELLECTUAL PROPERTY 6.1. For the purposes of this Agreement, the following terms shall have the following meanings: 6.1.1. “Affiliate” means (a) in respect of any Corporate User, any Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, the Corporate User; and (b) in relation to Presight, means Presight AI Holding PLC (a public company limited by shares, registered in the Abu Dhabi Global Market with company number 000008980 and whose registered office is at 17th floor, Al Maqam Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, UAE) (“Presight AI Holding”) and Group 42 Holding Limited (a company registered in the Abu Dhabi Global Market with company number 000001430 and whose registered office is at Office 801, Floor 8, Al Khatem Tower, ADGM, Al Maryah, Abu Dhabi, UAE) (“G42 Holding”) and any Person that is directly or indirectly, through one or more intermediaries, Controlled by Presight AI Holding and/or G42 Holding; 6.1.2. "Control" means: (a) the ownership, directly or indirectly, of more than fifty percent (50%) of the voting rights in an entity; or (b) the possession, directly or indirectly, of the power to direct or cause the direction of the management, business or policies of an entity, or the power to elect or appoint more than fifty percent (50%) of the directors, managers or partners of an entity, or other individuals exercising similar authority, and “Controlling” and “Controlled” shall be construed accordingly; 6.1.3. “Intellectual Property” means: (i) copyrights (including the right to reproduce, distribute copies of, display and perform the copyrighted work and to prepare derivative works), copyright registrations, and applications, trademark rights (including, registrations and applications), patent rights, trade names, mask-work rights, trade secrets, moral rights, author’s rights, privacy rights, publicity rights, algorithms, rights in packaging, goodwill and other proprietary rights, and all renewals and extensions thereof; (ii) intangible legal rights or interests evidenced by or embodied in any idea, design, concept, technique, invention, discovery, enhancement or improvement, regardless of patentability, but including patents, patent applications, trade secrets, and know-how; and (iii) all derivatives of any of the foregoing. 6.2. You acknowledge and agree that, subject to Clause 6.3: 6.2.1. Presight has licensed, not sold, to you access to the Product, and you do not have under or in connection with this Agreement, any ownership interest in the Product or related Intellectual Property rights; 6.2.2. Presight (or the applicable Presight Affiliate) is the sole and exclusive owner of all right, title and interest in and to the Product, and any modifications made to them, including all Intellectual Property rights, relating thereto, subject only to the limited licence granted under this Agreement; and 6.2.3. you hereby unconditionally and irrevocably assign to Presight (or the applicable Presight Affiliate) the entire right, title and interest to any Intellectual Property rights that you may or hereafter have in or relating to the Product. 6.3. Subject to Clauses 6.4 and 6.5, Presight does not claim ownership of any Intellectual Property of any User Input or User Output. 6.4. By using the Product, you grant to Presight (including its applicable Affiliates) and third party partners a licence to use the User Input and User Output in connection with the operation of its businesses, including, the license rights to: copy, distribute, transmit, reproduce, edit, translate and reformat the User Input and User Output, and other content you provide; and the right to use such User Input and User Output for internal business purposes, including improving and developing the Product. 6.5. You acknowledge that due to the nature of the Product and artificial intelligence generally, User Output may not be unique and other users may receive similar content from our Product. Responses that are requested by and generated for other users are not considered your User Output. Our assignment of User Output above does not extend to other users’ output. 6.6. Feedback. 6.6.1. You agree that all Intellectual Property rights in any suggestions, comments, ideas, improvements, or other forms of input provided by you to us concerning the Product (the “Feedback”) to the extent that such rights are protectable, will be the sole and exclusive property of Presight from the time of creation. 6.6.2. Notwithstanding Clause 6.6.1, you grant to us a perpetual, irrevocable, royalty-free, worldwide, transferable, sub-licensable, non-exclusive license to use, reproduce, modify, distribute, display, and perform the Feedback in connection with the Product. 7. TERMINATION 7.1. Each Party shall have the right to terminate this Agreement by notification in writing if the other Party is in material breach of these Terms and: (i) such breach is capable of remedy but the Party has failed to remedy such breach within fourteen (14) business days of the date of written notice from the terminating Party requiring to do so; or (ii) such breach is incapable of remedy. 7.2. Presight may terminate this Agreement for convenience at any time, with immediate effect upon written notice by Presight to the Customer. Consequences of Termination. 7.3. Upon termination or expiration of this Agreement: 7.3.1. the licences, rights, authorisations granted under this Agreement shall immediately terminate and, in the case of Corporate Users, you shall procure that all Permitted End Users who have been provided access to the Product under your Account immediately cease using the Product; 7.3.2. the provisions that are intended by their nature to survive termination will survive and continue in full force and effect in accordance with their terms, including terms relating to: (i) any definitions and interpretation of this Agreement; (ii) limitations of liability; (iii) disclaimers; (iv) warranties and representations; (v) indemnification, (vi) intellectual property; (vii) governing law and jurisdiction; (viii) miscellaneous. 8. WARRANTIES AND REPRESENTATIONS 8.1. Each Party represents and warrants to the other that: 8.1.1. it has all necessary legal right and full power and ability to execute these Terms (including on behalf of a Corporate User by a representative, where applicable) and to perform its obligations therein; 8.1.2. these Terms constitute legal, valid and binding obligations, enforceable against it in accordance with its terms, and do not breach any other agreement to which such Party is bound; and 8.1.3. it does and will comply with applicable laws, rules and regulations in the carrying out of its obligations under these Terms. 8.2. YOU USE THE PRODUCT AT YOUR OWN RISK. EXCEPT FOR THE LIMITED WARRANTIES SET OUT IN THESE TERMS, THE PRODUCT, AND INFORMATION PROVIDED BY US ARE PROVIDED ON AN “AS IS” BASIS. WE HEREBY SPECIFICALLY EXCLUDE TO THE FULLEST EXTENT PERMITTED BY LAW ANY REPRESENTATIONS, CONDITIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY OF OUR PRODUCT. NOTWITHSTANDING THE FOREGOING, WE MAKE NO WARRANTY OF ANY KIND THAT THE LICENSED PRODUCT WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, OR SYSTEMS, BE SECURE, ACCURATE, OR ERROR FREE. 9. LIMITATION OF LIABILITY 9.1. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 9.2. SUBJECT TO CLAUSE 9.1, OUR AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE AMOUNT YOU PAID FOR THE PRODUCT DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE. THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 9.3. We acknowledge that some jurisdictions do not allow the disclaimer of certain warranties or the limitation of certain damages, so some or all of the terms above may not apply to you, and you may have additional rights. In that case, these Terms only limit our responsibilities to the maximum extent permissible in your location. 10. INDEMNIFICATION 10.1. You shall defend, indemnify and hold Presight, its affiliates, licensors and service providers harmless from and against any claim, action, cause of action, demand, liabilities, damages, judgments, lawsuit, arbitration, litigation, awards, losses, costs, expenses or fees (including reasonable legal costs), or investigation of any nature by a third party, on the basis that any Intellectual Property rights of a third party, has been or will be infringed, misappropriated, or otherwise violated by any: (i) use or combination of the Product by you or, in the case of a Corporate User, a Permitted End User, that is not in accordance with the Agreement; (ii) abuse, misapplication, misuse or act or omission by you, or, in the case of a Corporate User, a Permitted End User, with respect to the Product; or (iii) use of the Product by you or, in the case of a Corporate User, a Permitted End User that is outside the purpose, scope or manner of use authorised by this Agreement. 11. ANTI-BRIBERY, ANTI-CORRUPTION AND SANCTIONS COMPLIANCE 11.1. For the purpose of this Agreement, the following terms shall have the following meanings: 11.1.1. "Corruption Laws" means any applicable laws (including common or civil law), regulations, rules, executive orders, policies and guidance (having the force of law) that criminalise or otherwise impose civil, administrative, or regulatory obligations and/or liability in respect of bribery and/or corruption including but not limited to the United States Foreign Corrupt Practices Act 1977 and the UK Bribery Act 2010. 11.1.2. "International Trade Authority" means the Cabinet of the United Arab Emirates Federal Government, the U.S. Department of State, the U.S. Department of Commerce Bureau of Industry and Security, the U.S. Department of the Treasury Office of Foreign Assets Control, the European Union Council (the Council as a whole and not its Member States), His Majesty’s Treasury of the United Kingdom, the United Kingdom Department for Business, Energy and Industrial Strategy, and any other competent regulators as applicable to the Parties. 11.1.3. "International Trade Laws" means any law, regulation, order, directive, or guidance (with the effect of law) imposed by an International Trade Authority, including but not limited to those that apply to the export, reexport, transfer, disclosure, or other release or provision of commodities, goods, equipment, tooling or other hardware, software, technology, or services pursuant to the Export Control Reform Act of 2018, the Export Administration Act of 1979, as amended, the International Emergency Economic Powers Act, the Export Administration Regulations (15 C.F.R. Part 730 et seq.), the Tariff Act of 1930, as amended, the Arms Export Control Act, the International Traffic in Arms Regulations, 22 C.F.R. §§120-130, as amended, any other export agency of the United States Government, related restrictions with regard to transactions involving Persons on the U.S. Department of Commerce Denied Persons List or Entity List, the Trading With the Enemy Act, as amended, Executive Orders of the President regarding restrictions on transactions and dealings with sanctioned countries and designated persons, the embargoes, restrictions on transactions and sanctions programs administered by the United States Department of the Treasury’s Office of Foreign Assets Control. 11.1.4. "Sanctions List" means any of the lists of sanctioned or denied parties promulgated or enforced by an International Trade Authority, including the U.S. Specially Designated Nationals and Blocked Persons List, and the U.S. Department of Commerce Entity List. 11.2. The Customer hereby represents and warrants to Presight that neither it nor any of its Affiliates (where applicable): 11.2.1. has engaged in any conduct, whether in connection with this Agreement or otherwise: 11.2.1.1. in breach of Corruption Laws; 11.2.1.2. in breach of International Trade Laws; or 11.2.2. for any other illicit purpose, including corruption, drug trafficking, organised crime, terrorism, money laundering, sanctionable conduct or fraud; and 11.2.3. is identified on any Sanctions List. 12. AUDIT 12.1. Presight shall have the right, at its own expense and upon reasonable notice, to audit the books, records, and operations of the Customer relating to the use and payment of the Product under this Agreement. 12.2. The Customer shall cooperate fully with Presight and provide all reasonably necessary access and assistance for the conduct of such audit. 12.3. If the audit reveals any underpayment or breach of the Customer’s obligations, the Customer shall promptly pay Presight the amount due, plus interest and any costs incurred by Presight in conducting the audit. 13. MISCELLANEOUS 13.1. Interpretation. 13.1.1. Clause, schedule and paragraph headings are for reference purposes only and shall not affect the interpretation of this Agreement. 13.1.2. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. 13.1.3. Unless expressly provided otherwise in this Agreement a reference to legislation or a legislative provision shall include all subordinate legislation made under that legislation or legislative provision. 13.1.4. Any words including the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. 13.1.5. In the event of any conflict between these Terms and the Commercial Terms, these Terms shall prevail. 13.1.6. References to writing or written include any legible reproduction of words delivered in permanent and tangible form including email. 13.1.7. References to this Agreement or any agreement or other instrument (other than an enactment or statutory provision) shall be deemed to be references to that agreement or instrument as from time to time amended, varied, supplemented, substituted, novated or assigned. 13.2. No Partnership, Joint Venture, Agency. 13.2.1. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the Parties, constitute any Party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party. 13.2.2. Each Party confirms it is acting on its own behalf and not for the benefit of any other Person. 13.3. No Assignment. You may not assign your rights or obligations under or in connection with this Agreement to any other Person (other than an Affiliate) without the prior written consent of Presight. Any purported assignment in breach of the foregoing provisions of this Clause 12.3 shall be void. 13.4. Invalidity. If any term or condition of this Agreement is or becomes invalid, illegal or unenforceable: 13.4.1. such term or condition shall not affect the continuing validity and enforceability of the rest of this Agreement; and 13.4.2. the Parties shall negotiate in good faith to agree a replacement provision for the term or condition that is or has become invalid, illegal or unenforceable which, to the greatest extent possible, achieves the intended commercial result of the original term or condition. 13.4.3. Unless the context requires otherwise, references to clauses are to the clauses in these Terms. 13.5. Waiver. No failure or delay by a Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. 13.6. Entire Agreement. 13.6.1. This Agreement constitutes the entire agreement between the Parties in relation to its subject matter and supersedes and extinguishes all prior agreements, arrangements, promises, undertakings, proposals, warranties, representations and understandings between them, whether written or oral, relating to its subject matter ("Pre-Contractual Statements"). 13.6.2. Each Party acknowledges that in entering into this Agreement it has not relied on any Pre-Contractual Statement made by or on behalf of the other Party (whether made innocently or negligently) in relation to the subject matter of this Agreement, other than those which are set out expressly in this Agreement. 13.7. Amendments. No amendment or variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives). 13.8. No Third Party Rights. A Person who is not a Party to this Agreement shall have no right to enforce any of its provisions under the Contracts (Rights of Third Parties) Act 1999 or otherwise. 14. GOVERNING LAW AND JURISDICTION 14.1. This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in all respects in accordance with, the laws of the Abu Dhabi Global Market. 14.2. Any dispute arising out of, or in connection with this Agreement, including any questions regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by and under the rules then in force of the International Chamber of Commerce (ICC), which rules are deemed to be incorporated by reference into this Clause 13.2. The seat of arbitration shall be the ADGM. The venue shall be the ADGM Arbitration Centre (ADGMAC) unless otherwise agreed in writing by the parties. The tribunal shall consist of three (3) arbitrators, one of whom shall be selected by each Party and the third appointed by the two arbitrators. The arbitration shall be conducted in the English language. 14.3. Nothing in this Clause 13 shall prevent either Party from applying at any time to a court of competent jurisdiction for injunctive relief on the grounds of infringement, or threatened infringement, of the applicant's Intellectual Property rights. SCHEDULE 1 DATA PROTECTION 1. General. 1.1. For the purpose of this Agreement, “Data Protection Legislation” shall mean: all applicable data protection and privacy legislation in force from time to time in the Abu Dhabi Global Market including without limitation the Data Protection Regulations 2021, the UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data Protection, and all other legislation and regulatory requirements in force from time to time which apply to a Party relating to the use of Customer Personal Data. 1.2. Regarding its processing of Personal Data (as defined in applicable Data Protection Legislation) provided by the Customer to Presight pursuant to this Agreement (“Customer Personal Data”), in providing the Services to the Customer, Presight will: (a) only process Customer Personal Data in compliance with Data Protection Legislation.; and (b) take and maintain appropriate technical and organisational measures to ensure the security of Customer Personal Data, including against unauthorised or unlawful processing and accidental loss, destruction or damage. 2. Personal Data. 2.1. The Customer consents to the processing of Customer Personal Data by Presight and its Affiliates, and their respective agents and subcontractors, as provided in this Agreement. 2.2. Before providing Personal Data to Presight, the Customer shall obtain all required consents from third parties (including the Customer's contacts, partners, distributors, administrators, and employees), or ensure lawful basis of processing, under applicable privacy and Data Protection Legislation. 2.3. The Parties agree that it is not their intention to process special categories of Customer Personal Data, as defined under Data Protection Legislation, including but not limited to data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or genetic data, biometric data for the purpose of uniquely identifying a natural person. 2.4. Presight shall not be liable for any unintended processing of special categories of Customer Personal Data, as defined under Data Protection Legislation, that occurs in breach of this Schedule. Any such processing shall be deemed outside the scope of this Schedule, and the Customer shall indemnify Presight for any liabilities arising from the unintended processing of such data, as set out under paragraph 7 of this Schedule. 3. Processing of Personal Data; GDPR. 3.1. To the extent Presight is a Processor or Subprocessor (as defined in the GDPR) of Customer Personal Data subject to the GDPR, the Standard Contractual Clauses, including in relation to international transfers of Personal Data, govern such processing. 4. Processor and Controller Roles and Responsibilities. 4.1. The Customer and Presight agree that the Customer is the Controller (as defined in the Data Protection Legislation) of Customer Personal Data and Presight is the Processor (as defined in the Data Protection Legislation) of such data, except when (i) Customer acts as a processor of Personal Data, in which case Presight is a Subprocessor or (ii) stated otherwise in any Product-specific terms. 4.2. Presight will process Personal Data only on documented instructions from the Customer. 4.3. In any instance where the Customer is a processor, Customer warrants to Presight that the Customer's instructions, including appointment of Presight as a Processor or Subprocessor, have been authorized by the relevant Controller. 4.4. The Customer shall, at all times, comply with the applicable Data Protection Legislation in connection with the Processing of Customer Personal Data. 4.5. The Customer shall ensure all instructions given by it to Presight in respect of Customer Personal Data shall at all times be in accordance with all Data Protection Legislation. 4.6. Nothing in this Schedule relieves either Party of any responsibilities or liabilities under any Data Protection Legislation. 5. Processing Details. The Parties acknowledge and agree that: 5.1. the subject-matter of the processing is limited to Customer Personal Data within the scope of the Data Protection Legislation; 5.2. the duration of the processing will be for the duration of the Customer's right to use the Product and until all Customer Personal Data is deleted or returned in accordance with Customer instructions or the terms of this Agreement; 5.3. the nature and purpose of the processing will be to provide the Product pursuant to this Agreement; 5.4. the types of Personal Data processed by the Product include those expressly identified in the Data Protection Legislation; and 5.5. the categories of data subjects are Customer's representatives and Permitted End Users and any other data subjects whose personal data is contained within any data made available to Presight by the Customer. 6. Data Subject Rights; Assistance with Requests. 6.1. Presight will make information available to the Customer in a manner consistent with the functionality of the Product and Presight’s role as a processor of Personal Data of data subjects and the ability to fulfil data subject requests to exercise their rights under the Data Protection Regulation. 6.2. In the case of Corporate Users, Presight will comply with reasonable requests by the Permitted End Users to assist with the Corporate User’s response to such a data subject request. If Presight receives a request from the Corporate User’s Permitted End User to exercise one or more of its rights under the Data Protection Legislation in connection with the Product, Presight will redirect the Permitted End User to make its request directly to the Corporate User. The Corporate User will be responsible for responding to any such request promptly, including, where necessary, by using the functionality of the Product. Presight will comply with reasonable requests by the Customer to assist with Customer's response to such a data subject request. 7. Indemnity 7.1. The Customer shall indemnify and keep indemnified Presight against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to data subjects, demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a supervisory authority) arising out of or in connection with any breach by the Customer of its obligations under this Schedule. 8. Deletion or Return 8.1. On the end of the provision of the Services relating to the processing of Customer Personal Data (the “Processing End Date”), at the Customer’s cost and expense and the Customer’s option, Presight shall either return all of the Customer Personal Data to the Customer or securely dispose of the Customer Personal Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law or regulation requires Presight to store such Customer Personal Data. To the extent the Customer has not notified Presight within thirty (30) Business Days of the Processing End Date that it requires the return of any Customer Personal Data, Presight is irrevocably authorised to securely dispose of the Customer Personal Data. 9. Use of Subprocessors 9.1. The Customer consents to Presight using the Subprocessors in Section 10 of this Schedule as communicated to the Customer. Presight remains responsible for its Subprocessors' compliance with the obligations herein. 9.2. Presight may update its list of Subprocessors from time to time, by providing the Customer at least 14 days’ notice before providing any new Subprocessor with access to Customer Personal Data. If the Customer does not approve of any such changes, the Customer may terminate any subscription for the affected Product without penalty by providing, prior to expiration of the notice period, written notice of termination that includes an explanation of the grounds for non-approval. 10. Authorized Subprocessors Sub-Processor Processing this Sub-Processor is authorised to undertake CORE42 TECHNOLOGY PROJECTS LLC a limited liability company incorporated in the Emirate of Abu Dhabi, United Arab Emirates with with registered address at Capital Gate Tower, Khaleej Al Arabi Street, Abu Dhabi, UAE LLM Inferencing 11. Survival 11.1. This Schedule shall survive termination or expiry of this Agreement: (a) indefinitely in the case of paragraphs 7 and 8 of this Schedule; and (b) in the case of all other paragraphs and provisions of this Schedule, until the later of: (i) the termination or expiry of this Agreement; or (ii) return or secure deletion or disposal of the last of the Customer Personal Data in Presight’s (or any of its Sub-Processor’s) possession or control in accordance with this Agreement.