Terms and Conditions — NuExtract API Services

The Customer retains all right, title, and interest in and to Customer Content. The Customer retains all right, title, and interest in and to Outputs, subject to NuMind's ownership of the Services, the underlying AI models, and related technology as described in Section 10.

The Customer grants NuMind a limited, non-exclusive, royalty-free, worldwide license to access, host, copy, and process Customer Content solely to the extent strictly necessary and for the sole purpose of providing the Services to the Customer under the Agreement. This license does not extend beyond what is strictly necessary to perform the Services and terminates automatically upon deletion of Customer Content pursuant to Section 7.3.

7.3.1 NuMind shall automatically delete all Customer Content and Outputs from its active production systems within a maximum of fourteen (14) days following the relevant API call.

7.3.2 Residual copies may remain in encrypted database backup or history systems for a maximum of thirty (30) days. Such copies are not used for ordinary processing and are deleted through the ordinary backup rotation process.

7.3.3 NuMind provides the Customer with a dedicated API endpoint enabling the Customer to request the deletion of Customer Content and Outputs at any time. Following a valid deletion request, NuMind shall delete the relevant Customer Content and Outputs from its active production systems without undue delay. Residual copies may remain until the expiry of the backup retention period described in Section 7.3.2.

7.3.4 NuMind shall not retain, aggregate or store Customer Content or Outputs except as necessary to provide and secure the Services, comply with applicable law, and maintain the limited backup copies described in Section 7.3.2.

NuMind shall not use Customer Content, Outputs, or any data submitted by the Customer through the Services for any of the following purposes:

(a) training, fine-tuning, benchmarking or improving NuMind's AI models;

(b) developing, improving, or commercializing new or existing products or services;

(c) any other purpose beyond the performance of the Services for the Customer under the Agreement.

The Customer is solely responsible for the accuracy, completeness, lawfulness, quality, and suitability of Customer Content. NuMind shall not be liable for any inaccuracies, defects, or unlawful content in Customer Content, or for any consequences arising from the use of Customer Content that does not comply with applicable law.

7.6.1 The Customer acknowledges that Outputs generated by the Services may be incomplete, inaccurate, inconsistent, or otherwise unsuitable for certain purposes. NuMind does not warrant that Outputs will be accurate, complete, error-free, or fit for any particular purpose.

7.6.2 The Customer acknowledges and agrees that: (i) artificial intelligence systems, by their nature, may produce errors, omissions, inaccuracies, hallucinations, or unexpected results; (ii) the accuracy, completeness, and reliability of Outputs depend on various factors including the quality of Customer Content, document type and format, extraction schema complexity, and the inherent probabilistic nature of AI models; and (iii) Outputs are provided for support purposes only and do not constitute advice, recommendations, guarantees, or professional opinions of any kind.

7.6.3 The Customer is solely responsible for reviewing and validating all Outputs before relying on them for any purpose, including any decision, action, filing, communication, or any decision producing legal effects concerning a natural person.

The Customer is responsible for determining whether its specific use of the Services or Outputs is subject to AI-specific, sector-specific, or other legal or regulatory requirements, and for implementing all required human oversight measures, controls, risk management procedures, recordkeeping obligations, and compliance safeguards applicable to its specific use case.

The Services are accessible 24 hours a day and 7 days a week, except in the event of an interruption, scheduled or unscheduled, for maintenance purposes or in the event of force majeure.

NuMind shall make its best efforts to inform the Customer prior to the carrying out of maintenance operations or updates. NuMind shall not be liable in relation to such operations.

NuMind may update and improve the Services from time to time.

NuMind shall implement appropriate technical and organisational measures designed to protect the Services, as described in the DPA.

Thus, in the event of interruption of service and whatever the cause, NuMind shall make its best efforts in order for the Services to be put back into service as soon as possible.

NuMind reserves the right to interrupt the operation of the Services or to prohibit the access to the Services when the security of the Services is threatened (security flaw detected, intrusion, data corruption, virus, malware).

NuMind may also carry out planned shutdowns of Services, in part or in whole, in particular to carry out maintenance work or updates of the Services. These shutdowns and maintenance work shall be carried out as far as possible during periods of low activity.

NuMind shall make in this case its best efforts, when possible, to notify the Customer in advance of any planned shutdown of Services.

NuMind undertakes to restore as soon as possible the access to the Services.

NuMind is bound by a best-efforts obligation. NuMind shall not in consequence be liable for any direct or indirect damage suffered by the Customer and/or its Authorized Users resulting from the unavailability of the Services, in whole or in part, and no credit note, refund or credit in any form whatsoever shall be emitted in the event of a shutdown under the terms of this Article.

NuMind manages, deploys, and updates the Services as SaaS infrastructure without requiring action by the Customer unless otherwise notified. NuMind reserves the right to update, modify, improve, or discontinue any feature or functionality of the Services at any time. Where a material change to the API or the Services would require the Customer to update its technical integration, NuMind shall use commercially reasonable efforts to provide advance notice in accordance with Section 17.

NuMind shall provide reasonable technical support to the Customer for issues relating to the use of the Services. Support is available via the channels designated by NuMind in the applicable Order Form or Documentation. Support is provided on a commercially reasonable efforts basis.

NuMind shall not be liable for any disruption, degradation, dysfunction, or impossibility of access to the Services caused by: (a) factors outside NuMind's reasonable control, including congestion of the Internet network or any other external cause; (b) the Customer's own infrastructure, systems, Internet connectivity, or equipment (including equipment that is not adapted to access the Services); (c) disturbances attributable to the Customer's or any Authorized User's access provider; (d) third-party service providers not under NuMind's control; or (e) a cyber-attack, malicious act, or other security incident directed at the Customer's systems.

9.1.1 In consideration for access to and use of the Services, the Customer shall pay Fees based on its Token consumption. Fees are calculated based on the aggregate number of Input Tokens and Output Tokens consumed through the Customer's API calls during the relevant billing period, at the rates set forth in the applicable Order Form or, in the absence of a specific Order Form, at NuMind's then-current published rates.

9.1.2 The reference rates for the NuExtract API are defined in the Order Form and/or the Pricing Page. Volume discounts may be available as agreed in the applicable Order Form. Current pricing, indicative cost estimates, and volume discount options are also published on the Pricing Page.

9.1.3 All Fees are defined in United States Dollars (USD) unless otherwise agreed in the applicable Order Form.

9.2.1 NuMind shall issue invoices on a monthly basis, calculated on the Customer's aggregate Token consumption during the relevant billing month, unless the applicable Order Form specifies a different billing frequency or method.

9.2.2 Invoices are payable within thirty (30) calendar days from the invoice date, by wire transfer (bank transfer), credit card, or via third-party payment processors designated by NuMind from time to time. The available payment methods shall be communicated to the Customer by NuMind in the applicable Order Form or on NuMind's Website. Payment methods and providers are subject to evolution.

9.2.3 The Customer shall pay the total amount of each invoice, all taxes included where applicable, and may not operate any compensation with any sums due or claimed to be due by NuMind.

The Customer agrees to pay all taxes, government fees, transfer fees and all other taxes applicable to all payments made. Any bank charges or fees or such from any other intermediaries related to the payment or any incident shall be borne exclusively by the Customer. The Customer undertakes that all sums paid by the Customer shall be of the amount provided for herein without deduction by the Customer of any amount such as any local tax or withholding tax, which shall be solely borne by the Customer.

The Customer shall comply with all its obligations of payment and accepts that NuMind retains if required and necessary the aforementioned information of payment according to the conditions and applicable legal durations.

The Customer also agrees to the following:

• Following the place of transaction, exchange transaction fees or different prices (for example, exchange rates) may be applicable.
• Where automatic payment is enabled, the Customer's designated payment method may be charged when an invoice is issued.

9.2.4 In the event of a dispute relating to an invoice, payment of the disputed amount remains due pending resolution. If the dispute is accepted, a credit note shall be issued and provided to the Customer promptly.

In the event of late payment of any undisputed amount, late-payment penalties shall accrue automatically, without prior formal notice, from the day following the due date.

Late-payment penalties shall accrue at a rate of ten percent (10%) per annum of the overdue amount, calculated from the due date until the date of actual payment in full.

If any undisputed amount remains unpaid fifteen (15) calendar days after written notice from NuMind, NuMind may suspend the Customer's access to the Services until full payment, including all accrued late-payment penalties, is received, without prejudice to NuMind's right to terminate the Agreement in accordance with Section 16 and to claim any damages arising from such non-payment.

NuMind reserves the right to modify its Fees and Token pricing rates at any time, subject to prior written notice to the Customer in accordance with Section 17. Modified pricing shall take effect on the date specified in the notice. If the Customer does not accept the modified pricing, it may terminate the Agreement in accordance with Section 16 before the new pricing takes effect, without any penalty for such termination solely on this basis.

All Fees paid or due are non-refundable and non-cancellable. In particular, Fees for Tokens already consumed are non-refundable under any circumstances, including in the event of termination.

NuMind and where or if applicable its licensors retain all right, title, and interest in and to the Services, the API, the underlying AI models, model components, algorithms, training pipelines, software, source code, Documentation, methods, generic know-how, updates, improvements, and all related intellectual property rights worldwide. No ownership, title, or other right in NuMind's intellectual property is transferred to the Customer by the Agreement.

The Customer retains all right, title, and interest in and to Customer Content and Outputs, subject to the terms of Section 7 and to NuMind's ownership of the Services and underlying technology. The limited license granted to NuMind under Section 7.2 does not constitute a transfer of any intellectual property right of the Customer.

The Customer undertakes not to reproduce, adapt, modify, decompile, disassemble, distribute, exploit, or otherwise make available, directly or indirectly, any element of the Services or the API beyond the use expressly authorized under the Agreement. Any unauthorized use of the Services shall be deemed an infringement actionable under applicable intellectual property law.

Any feedback, suggestions, ideas, or improvement requests provided by the Customer regarding the Services may be used by NuMind freely, without restriction, compensation, attribution, or obligation to the Customer, provided that NuMind shall not acquire any right in Customer Content as a result.

10.5.1 If a third party claims that the Services, as provided by NuMind and used by the Customer in accordance with the Agreement, infringe such third party's intellectual property rights, NuMind shall, at its option and as the Customer's sole and exclusive remedy for such claim: (i) defend such claim and pay any damages finally awarded by a court of competent jurisdiction or amounts agreed in settlement by NuMind; and (ii) where commercially reasonable: (A) procure the right for the Customer to continue using the affected portion of the Services; (B) modify or replace the affected portion so that it becomes non-infringing without materially reducing its functionality; or (C) if neither (A) nor (B) is commercially reasonable, terminate the affected portion of the Agreement on written notice; provided that the Customer: (i) promptly provides NuMind with written notice of the claim; (ii) grants NuMind sole control of the defense and settlement; and (iii) provides reasonable cooperation at NuMind's expense. NuMind shall not settle any claim in a manner that admits fault of, or imposes payment or material obligation on, the Customer without the Customer's prior written consent.

10.5.2 Section 10.5.1 does not apply to any claim arising from: (i) Customer Content, Customer instructions, or Customer-provided specifications; (ii) combination of the Services with products, services, or data not provided by NuMind where the claim would not have arisen but for such combination; (iii) modifications to the Services not made or authorized by NuMind; (iv) use of the Services outside the scope of the Agreement or contrary to the Documentation; or (v) the Customer's continued use of the Services after NuMind has offered a non-infringing alternative under Section 10.5.1.

NuMind is the provider of the Services within the meaning of Regulation (EU) 2024/1689 (the “AI Act”). The Customer is the deployer of the Services within the meaning of the AI Act when using the Services for its own purposes or those of its clients.

The intended purpose of the Services is AI-powered structured data extraction from documents, as described in the Documentation. The Customer shall not use the Services for any purpose materially different from the intended purpose without NuMind's prior written consent. Any material change in intended use may alter the risk classification of the Services and the applicable regulatory obligations of each party.

NuMind shall inform the Customer in writing of the risk classification of the Services under the AI Act (including whether the Services constitute a high-risk AI system) as reasonably determined by NuMind. NuMind shall notify the Customer without undue delay if the risk classification changes following a material update to the Services, the Documentation, or applicable law.

As provider of the Services, NuMind is responsible for: (i) establishing and maintaining the quality management system required under Article 17 of the AI Act (if applicable); (ii) ensuring the conformity assessment required under Article 43 of the AI Act (if applicable); (iii) registering the Services in the EU AI database under Article 71 of the AI Act (if applicable); (iv) providing the Customer with adequate instructions for use, including information on the capabilities and limitations of the Services, performance metrics, and recommended human oversight measures; (v) establishing and maintaining a post-market monitoring system in accordance with Article 72 of the AI Act (if applicable), taking into account information provided by the Customer pursuant to Section 15.5(viii); (vi) notifying the relevant market surveillance authority of any serious incident in accordance with Article 73 of the AI Act (if applicable); and (vii) retaining the technical documentation for the Services for the period required under Article 18 of the AI Act (if applicable).

As deployer of the Services, the Customer is responsible for: (i) using the Services in accordance with the instructions for use provided by NuMind; (ii) implementing appropriate technical and organizational measures to ensure human oversight of Outputs; (iii) monitoring the operation of the Services and suspending use if a risk to safety or fundamental rights is identified; (iv) maintaining logs under the Customer's control for the minimum period required by applicable law, and in any event not less than six (6) months; (v) ensuring a sufficient level of AI literacy among Authorized Users and other persons dealing with the operation of the Services on the Customer's behalf; (vi) where required by the AI Act, informing natural persons that they are subject to the use of an AI system; (vii) where required by the AI Act, informing workers' representatives before deploying the Services in a context affecting working conditions; and (viii) promptly informing NuMind of any serious incident or malfunction identified during use of the Services, to the extent reasonably necessary to enable NuMind to fulfill its post-market monitoring obligations.

If the Customer: (i) places the Services on the market or puts them into service under its own name or trademark; (ii) makes a substantial modification to the Services; or (iii) changes the intended purpose of the Services such that they become a high-risk AI system, the Customer shall be deemed the provider of the resulting AI system under Article 25 of the AI Act and shall assume all corresponding regulatory obligations. Such actions shall also constitute a material breach of the Agreement entitling NuMind to terminate the Agreement in accordance with Section 16.2.

Where the Customer is required to conduct a fundamental rights impact assessment pursuant to Article 27 of the AI Act, NuMind shall, upon reasonable written request, provide the Customer with information necessary to conduct such assessment, to the extent such information is in NuMind's possession and not already available in the Documentation. The Customer shall treat such information as Confidential Information. The Customer remains solely responsible for the performance, methodology, and conclusions of such assessment.

Each party shall promptly notify the other of any changes in applicable law, including the AI Act, that materially affect the parties' respective obligations with respect to the Services. The parties shall cooperate in good faith to update the Agreement as necessary to reflect such changes.

Subject to terms of specific Order Form or any other specific agreement, the Agreement takes effect on the Effective Date and shall be renewed by tacit agreement for successive one (1) month periods, unless either party provides written notice of non-renewal prior to the expiry of the then-current term.

In the event of a breach by either party of any of its obligations under the Agreement, the Agreement may be terminated at the fault of the defaulting party.

Thus, in the event a party sends to the other notice of termination, by registered letter with acknowledgement of receipt, for failure to comply with one of its obligations under this Agreement: (i) if the breach may not be cured, the Agreement shall be immediately terminated by the non-defaulting party at the other party's fault following first presentation of said notice; (ii) if the breach may be cured, the defaulting Party shall have a period of fifteen (15) days as from the date of first presentation of said notice to definitively remedy to the breach or default. In this second case, if the breach or default is not definitively remedied within this period and the formal notice remains unsuccessful, the Agreement shall be terminated as of right at the defaulting party's fault.

Termination is without prejudice to any damages to which the non-defaulting party may be entitled as a result of the breach or default by the defaulting party and to any recourse relating to the breach(es) found.

The exercise of this right of termination does not exempt the defaulting party from fulfilling the obligations entered into until the termination takes effect, without prejudice to any recourse that the other Party may have.

NuMind may suspend the Customer's access to the Services immediately upon written notice if: (a) the Customer materially breaches any obligation under Section 4 or Section 5; (b) the Customer's use of the Services creates a material security, legal, or regulatory compliance risk for NuMind or third parties; or (c) any undisputed amount remains unpaid fifteen (15) calendar days after written notice from NuMind. Suspension does not relieve the Customer of its obligation to pay all Fees accrued and consumed prior to suspension. NuMind may reinstate access upon remediation of the grounds for suspension, at NuMind's reasonable discretion.

16.4.1 Upon expiry or termination of the Agreement for any reason: (i) all licenses and API access rights granted to the Customer terminate immediately; (ii) the Customer shall immediately cease all use of the Services and API Credentials; and (iii) all Fees for Tokens consumed up to the effective date of termination shall remain due and become immediately payable.

16.4.2 In accordance with Section 7.3, Customer Content and Outputs are deleted from NuMind's active production systems within fourteen (14) days of each API call. Residual copies may remain in encrypted backup or database history systems for up to thirty (30) days and are deleted through the ordinary backup rotation process. Any Customer Content held incidentally in connection with support services shall be deleted within thirty (30) calendar days after the Customer's written request or the effective termination date, unless retention is required by applicable law.

16.4.3 All amounts already paid to NuMind are retained by NuMind, and all amounts due for Tokens consumed shall be immediately payable.

16.4.4 The following Sections survive expiry or termination: Sections 1, 7.3, 7.4, 9 (Fees accrued prior to termination), 10, 11, 12, 13.4, 14, 15 (to the extent of obligations surviving by their nature), 16.4, and 19, together with any other provision that by its nature is intended to survive.

Neither party shall be liable for any delay in or failure to perform its obligations under the Agreement caused by an event beyond its reasonable control, including acts of government, acts of God, war, terrorism, pandemic, major Internet or infrastructure outages, labor disputes, or natural disasters, provided such event is (i) beyond the reasonable control of the affected party, (ii) unforeseeable at the time of execution of the applicable Order Form, and (iii) unavoidable despite the exercise of all reasonable measures. The affected party shall notify the other party promptly of any force majeure event. If such an event continues for more than sixty (60) calendar days, either party may terminate the Agreement upon written notice, without prejudice to any amounts already due.

NuMind may use subcontractors and sub-processors to perform all or part of the Services, provided that NuMind remains responsible for the performance of the Services and for the acts and omissions of its subcontractors in connection with the Agreement. NuMind's use of sub-processors for the processing of personal data is governed by the DPA.

The Customer shall be solely responsible for the performance of the Agreement, and in particular shall refrain from assigning or transferring the rights defined in the Agreement.

In addition, and to avoid all doubt, any changes which could occur in the person of NuMind, such as for example change of control, merger, scission, takeover, partial business transfer, assignment, transfer to a subsidiary, as well as any commercial or legal agreement with a third party, shall have no effect whatsoever on the existence and performance of the Agreement between NuMind and the Customer.

Unless the Customer notifies NuMind in writing at any time that it objects to being referenced, NuMind is authorized to identify the Customer as a customer and use the Customer's name, brand and logo on NuMind's website, customer lists, and standard sales and marketing materials, in each case in accordance with any brand guidelines made available by the Customer. The Customer may withdraw such permission on written notice, and NuMind shall cease such use upon such notice.

In any event, these elements shall only be used in cooperation between the parties and in strict compliance with the Customer's image and reputation; the Customer retains full control of its image and may give NuMind any specific directions, agreements or refusal concerning the use of said elements within the framework of the present Agreement.

The Services may incorporate open-source or third-party components subject to their own license terms. To the maximum extent permitted by applicable law, such components are provided on an “as is” basis. NuMind shall provide information on applicable open-source licenses upon reasonable written request.

All notices under the Agreement shall be in writing. Routine operational notices may be sent by email to the contacts specified in the applicable Order Form. Formal notices relating to breach, termination, material claims, or registered mail obligations shall be sent by registered mail with acknowledgement of receipt (or an internationally recognized equivalent tracked delivery method) to the address defined above regarding NuMind and the address provided to the Customer regarding the latter. Either Party may update its notice details by written notice to the other party.

The Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior proposals, negotiations, discussions, representations, and understandings relating to that subject matter, whether written or oral.

A failure or delay by either party in exercising any right or remedy under the Agreement shall not constitute a waiver of that right or remedy, nor shall it prevent or restrict any future exercise of that right or remedy.

If any provision of the Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be deemed severed from the Agreement and the remaining provisions shall continue in full force and effect. The invalid provision shall be replaced by a valid provision that most closely reflects the parties' original intent.

The parties are independent contractors. The Agreement does not create, and shall not be construed to create, a partnership, joint venture, employment, agency, or fiduciary relationship between the parties.

The Agreement, any Order Form, and any amendment may be executed by electronic signature or exchanged in electronic form, which shall have the same legal force and effect as original hand-written signatures.

Any purchase order, procurement portal term, supplier onboarding document, or other customer-generated document shall not amend or supplement the Agreement. In the event of any contradiction between these Terms and any general terms and conditions of purchase or any other general or special terms and conditions of the Customer, these Terms shall prevail.

These Terms are written in English. In the event that these Terms are made available or translated in another language, the English version shall prevail in the event of any conflict or inconsistency between the different language versions.

The Customer represents and warrants that: (a) it is not located in, incorporated in, or subject to the laws of a country that is subject to a U.S. government embargo or has been designated by the U.S. government as a terrorism-supporting country; (b) it is not listed on any U.S. government list of prohibited or restricted parties; and (c) it will not use the Services in violation of applicable export control or sanctions laws.