Terms of Service

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Date of Last Revision: November 23, 2025

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These terms of service (“Agreement” or “Terms of Service”) governs your purchase and receipt of the services offered by Bernoly and sets forth the legally binding terms and conditions for your use of the sites and the service (each as defined below).

By using the Subscription Service, you agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions.

1. Service

1.1 Service License

Bernoly grants Customer a nonexclusive, nontransferable right and license (without right to sublicense) during the Service term specified in the Order Form, to (a) access and use the Service as described in an Order Form, solely to facilitate communications between Customer’s Client and Chat Participants, and (b) download, install and use the Bernoly APIs or Bernoly SDKs in connection with Customer’s authorized use of the Service.

1.2 Service Access and Availability

a) Customer Systems. Customer is responsible for (i) complying with its obligations under the applicable terms of use related to all applicable third party Messaging Platforms, (ii) taking all steps as necessary to enable interoperability between the Bernoly Platform and all applicable third party Messaging Platforms, including acquiring the necessary approvals and API keys, (iii) providing all equipment, subscriptions and credentials necessary for Bernoly to receive the Customer Data, and (iv) providing all servers, devices, storage, software, databases, network and communications equipment and ancillary services needed to connect to, access or otherwise use the Service (collectively, “Customer Systems”).

b) Service Access. As part of the implementation process, Customer will identify a primary administrative username and password. Customer shall be responsible for the acts or omissions of any person who accesses the Service using passwords or access procedures provided to or created by Customer. Bernoly personnel may log in to the Service under Customer’s account in order to maintain or improve the Service. Customer hereby acknowledges and consents to such access.

1.3 Service Availability

Bernoly will use commercially reasonable efforts to maintain the Service availability, subject to downtimes resulting from maintenance, repairs and upgrades. Bernoly will not be liable for any failures in the Service or any other problems which are related to (a) the Customer Data, the Customer Systems, the Messaging Platform, the Messaging Channels, or (b) outages to any telecommunications or public Internet backbones, networks or servers, or other equipment or service outside of Bernoly’s facilities or control.

1.4 Service Support

Bernoly will provide Customer with telephone and e-mail support for Customer’s use of the Service during Bernoly’s regular business hours.

1.5 Professional Services

From time to time, Customer may request and Bernoly may agree to provide certain custom development, consulting, training or other professional services ("Professional Services"). Unless otherwise agreed, all intellectual property that is created by Bernoly during the performance of Professional Services shall be owned solely and exclusively by Bernoly.

2. Free Demo

If you are eligible for a free demo, we will make one or more Services available to Customer on a trial basis free of charge until the earlier of (a) the end of the free demo period or (b) the start date of any Services subscriptions ordered by Customer or (c) termination by Bernoly in our sole discretion.

3. License Restrictions and Customer Obligations

3.1 Service License Restrictions

Customer shall not directly or indirectly: (i) use the Service to create any service, software or documentation that performs substantially the same functionality as the Service, (ii) disassemble, decompile, reverse engineer or use any other means to attempt to discover any source code, (iii) encumber, sublicense, transfer, distribute, rent, lease, time-share or use any Bernoly Property in any service bureau arrangement, or (iv) copy, reproduce, translate, adapt, combine, create derivative works of or otherwise vary or modify any Bernoly Property.

3.2 Unauthorized Use of Service

Customer shall not directly or indirectly: (i) use the Bernoly Platform other than as permitted by this Agreement ; (ii) interfere or attempt to interfere with the proper working of the Service; (iii) bypass any privacy settings or measures Bernoly may use; (iv) run mail list, any form of auto-responder or “spam” on the Service; or (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Sites.

3.3 Privacy and Data Protection

Customer understands that Personal Data of Chat Participants will be treated in accordance with (i) Bernoly privacy policy located https://www.bernoly.com/privacy-policy and (ii) Bernoly Data Processing Agreement annexed to this document. Customer shall comply with all applicable laws relating to the collection and use of Personal Data and Customer Data.

4. Orders, Fees and Payments

4.1 Order Form

Each Order Form shall specify the Service to be provided, Service Fees, the term, invoicing terms and any other terms mutually agreed to by the parties.

4.2 Service Fees

Customer shall pay a fee for the right to use the Service (“Service Fees”) in the amount and pursuant to the invoicing schedule set forth in the Order Form. Unless otherwise set forth in the Order Form, Bernoly shall invoice the Service Fees yearly in arrears. The Services Fees do not include any charges that may be assessed by Third Party Messaging Channels, which shall be the responsibility of Customer.

4.4 Payment Terms

Payments shall be made in Euros at Bernoly’s address (or to an account specified by Your Bernoly), in full without set-off, counter claim or deduction within thirty (30) days of the date of the invoice. Past due amounts which are not subject to a good faith dispute shall bear a late payment charge, until paid, at the rate of 1.5% per month or the maximum amount permitted by law, whichever is less. Bernoly may, at its option, suspend Customer’s access to the Service or terminate this Agreement in the event that Customer is not current in the payment of fees owed.

4.5 Taxes

All payments required by this Agreement are exclusive of taxes, duties, tariffs, levies, with holdings and similar assessments (including without limitation, sales taxes, use taxes and value added taxes). All amounts payable by Customer hereunder shall be grossed-up for any withholding taxes imposed by any foreign government.

5. Confidentiality

5.1 Scope

“Confidential Information” means all financial, business, operational, marketing or technical information disclosed by or for a party in relation to this Agreement which is of a nature that should reasonably be considered to be confidential and proprietary. All Customer Data (including any Personal Data) shall be deemed Customer’s Confidential Information.

5.2 Confidentiality

The receiving party shall not use, copy or disclose any of the disclosing party’s Confidential Information without prior written consent, except to employees, contractors and agents (“Representatives”) who have a need to know.

5.3 Compelled Disclosure

Nothing herein shall prevent a party from disclosing Confidential Information as necessary pursuant to any court order or any legal, regulatory, law enforcement or similar requirement or investigation, provided the disclosing party is notified prior to disclosure.

6. Proprietary Rights

6.1 Results and Customer Data

Customer shall own all right, title and interest in and to the Results, Customer Data and Customer Systems. Customer hereby grants Bernoly a nonexclusive, royalty-free right and license to access, use, copy, process and store the Customer Data solely for the purpose of providing the Service.

6.2 Service Feedback

Customer may make suggestions for changes, modifications or improvements to the Service (“Feedback”). All Feedback shall be solely owned by Bernoly (including all intellectual property rights therein and thereto) and shall also be Bernoly’s Confidential Information.

6.3 Bernoly Property

The Customer acknowledges and agrees that the Bernoly Platform, including software, hardware and related documents, has been created by Bernoly, who will maintain all intellectual property rights, patent rights or any other rights over the Bernoly Platform. The structure, characteristics, codes, work methodology, information systems, development tools, know-how, methodologies, processes, technologies or algorithms of the Bernoly Platform are the property of Bernoly, or its providers. The provision by the Customer of the Bernoly Platform does not mean, in any case, the assignment of its ownership or the grant of a right of use in favor of the Customer other than the one set forth in this Agreement or the Order Forms. To the extent that Bernoly includes any Bernoly Property in the Results, then subject to all terms and conditions of this Agreement, Bernoly agrees to grant Customer (without the right to sublicense) a nonexclusive, nontransferable, royalty-free right and license to use such Bernoly Property, including the Bernoly Platform, as combined with or embodied in the applicable Results, solely for Customer’s internal business purposes in connection with its use of the Results.

7. Warranties and Disclaimer

7.1 Mutual Warranties

Each party warrants that it has the legal power and authority to enter into this Agreement.

7.2 Service Warranties

Bernoly warrants that (a) it will provide the Service in a professional and workmanlike manner, and (b) the Service will operate substantially in accordance with the Documentation. Customer must notify Bernoly of any breach of the foregoing warranty within thirty (30) days of the performance of the non-conforming Service. For any breach of this warranty, Bernoly's sole and exclusive liability and Customer's sole and exclusive remedy shall be for Bernoly to re-perform the non-conforming Service.

7.3 Disclaimer

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 7.2, Bernoly HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. Bernoly DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, OR COMPLETELY SECURE.

8. Limitation of Liability

8.1 Exclusion of Damages

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS, LOST REVENUES, LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Cap on Liability

EACH PARTY'S ENTIRE AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO Bernoly HEREUNDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8.3 Exclusions

THE LIMITATIONS IN SECTION 8.1 AND 8.2 SHALL NOT APPLY TO LIABILITY ARISING FROM: (A) CUSTOMER’S BREACH OF SECTION 3 (LICENSE RESTRICTIONS AND CUSTOMER OBLIGATIONS); (B) BREACH OF SECTION 5 (CONFIDENTIALITY); OR (C) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10.

9. Term and Termination

9.1 Term

This Agreement will commence upon the date of mutual execution of the first Order Form and shall continue until all Order Forms have expired or been terminated. The initial subscription term for the Service will be as specified in the applicable Order Form, and will automatically renew for successive renewal terms of equal duration unless either party gives the other written notice of non-renewal at least thirty (30) days prior to the end of the current term.

9.2 Termination for Cause

Either party may terminate this Agreement immediately upon written notice to the other party if the other party (a) fails to pay any amount when due and such failure continues for thirty (30) days after written notice, or (b) materially breaches any other provision of this Agreement and fails to cure such breach within thirty (30) days after written notice.

9.3 Effect of Termination

Upon any termination or expiration of this Agreement, Customer shall immediately cease all use of the Service and return or destroy all Confidential Information and Bernoly Property. Termination will not relieve Customer of its obligation to pay all fees accrued or payable to Bernoly prior to the effective date of termination.

9.4 Survival

Sections 4 (Fees and Payments), 5 (Confidentiality), 6 (Proprietary Rights), 7 (Warranties and Disclaimer), 8 (Limitation of Liability), 9 (Term and Termination), 10 (Indemnification), 11 (Miscellaneous), and 12 (Definitions) shall survive any termination or expiration of this Agreement.

10. Indemnification

10.1 Indemnification by Bernoly

Bernoly shall indemnify, defend and hold Customer harmless from any third-party claim or action alleging that the Service, as provided by Bernoly and used in accordance with this Agreement, infringes or misappropriates any third-party intellectual property rights.

10.2 Indemnification by Customer

Customer shall indemnify, defend and hold Bernoly harmless from any third-party claim or action arising from (a) Customer Data, (b) Customer’s breach of Section 3 (License Restrictions) or 3.3 (Privacy and Data Protection), or (c) Customer’s use of the Service in a manner not authorized by this Agreement.

10.3 Procedure

The indemnified party shall promptly notify the indemnifying party of the claim, provide reasonable cooperation, and allow the indemnifying party sole authority to defend or settle the claim.

11. Miscellaneous

11.1 Waiver

The failure of either party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights. Any use of the terms “include, ” “included” or “including” shall also be deemed to mean “but not limited to” or “without limitation.”

11.2 Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of Switzerland, without regard to its conflicts of law provisions. Neither the United Nations Convention on Contracts for the International Sale of Goods nor any implementation of the Uniform Computer Information Transactions Act in any jurisdiction shall apply to this Agreement. In the event of any dispute arising from or relating to the subject matter of this Agreement, the Parties expressly agree to submit to the jurisdiction of the Courts of Zurich (Switzerland), and expressly waive any other jurisdiction to which they may be entitled.

11.3 Compliance with Laws

Each party shall comply with all applicable laws and regulations in connection with the performance of its obligations and the exercise of its rights under this Agreement.

11.4 Remedies

Except as specifically provided otherwise, each right and remedy in this Agreement is in addition to any other right or remedy, which may be available at law or in equity. Each party agrees that, in the event of any breach or threatened breach of Section 5 (Confidentiality) or 6 (Proprietary Rights), the non-breaching party shall be entitled to seek injunctive and other equitable remedies to prevent or restrain such breach or threatened breach.

11.5 Force Majeure

In the event that either party is prevented from performing, or is unable to perform, any of its obligations under this Agreement (except payment obligations) due to any cause beyond its reasonable control, the affected party shall give written notice thereof to the other party and its performance shall be extended for the period of delay or inability to perform due to such occurrence.

11.6 Publicity

Bernoly will not use Customer’s trademarks, service marks and logos (“Customer Marks”) in press releases or as a testimonial without obtaining Customer’s prior written approval. Customer hereby consents to inclusion of its name and logos in customer lists that may be published as part of Bernoly’ marketing and promotional efforts.

11.7 Notices

Any notice or communication hereunder shall be in writing and either personally delivered or recognized express delivery courier or certified or registered mail, prepaid and return receipt requested, addressed to the other party at its address specified herein, or at such other address designated in a subsequent notice. All notices shall be in English, effective upon receipt.

11.8 Assignment

Except as expressly provided herein, this Agreement and the rights and obligations hereunder may not be assigned, in whole or in part, by either party without the other party’s written consent. However, without consent, each party may assign this Agreement to any successor to all or substantially all of its business that concerns this Agreement.

11.9 Independent Contractors

The parties shall be independent contractors under this Agreement, and nothing herein will constitute either party as the employer, employee, agent or representative of the other party.

11.10 Severability

If any Term of this Agreement is deemed invalid or unenforceable, in whole or in part, such invalidity or unenforceability will only affect such provision or the part thereof that is deemed invalid or unenforceable, surviving in force the rest of the terms of the Agreement, and considering the affected provision or the part affected by it as not included.

11.11 No Third-Party Beneficiaries

This Agreement does not confer any benefits on any third party unless it expressly states that it does.

11.12 Miscellaneous

This Agreement may be executed in counterparts, which, taken together, will constitute one and the same instrument. The exchange of a fully executed Agreement by electronic means or in writing shall be sufficient to bind the parties to the terms and conditions of this Agreement.

12. Definitions

12.1 Agreement

“Agreement” means this Customer Agreement, together with the Order Form and all its Schedules, Appendix and attachments as may be amended, superseded or supplemented from time to time, in writing by the Parties.

12.2 Chat Participant

“Chat Participant” means an individual who communicates with a Customer’s Client or on behalf of a Customer’s Client through the Bernoly Platform.

12.3 Customer

“Customer” means the customer.

12.4 Customer's Client

“Customer's Client” means any clients of the Customer.

12.5 Customer Data

“Customer Data” means any data, information, content, records, and files that Customer (or any of its Users, Customer’s Clients or Chat Participants) loads, receives through, transmits to or enters into the Bernoly Platform or otherwise provides to Bernoly, including Personal Data.

12.6 Documentation

“Documentation” means the implementation guides; help information and other User documentation regarding the Service that is provided by Bernoly to Customer in electronic or other form.

12.7 Bernoly Platform

“Bernoly Platform” means platform owned by Bernoly, including software, hardware, systems, Bernoly APIs and Bernoly SDKs, that allow companies to interact with their customers through the most popular messaging apps combining chatbots and human agents.

12.8 Bernoly Property

“Bernoly Property” means all ideas, concepts, inventions, systems, platforms, software, interfaces, tools, utilities, templates, forms, techniques, methods, processes, algorithms, know-how, trade secrets and other technologies and information acquired, created, developed or licensed by Bernoly prior to or outside the scope of this Agreement and any improvement, modification, extension or other derivative works thereof and all intellectual property rights thereto including without limitation the Service, Bernoly APIs, Bernoly SDKs, Documentation, Report Templates, and Aggregate Data. Bernoly Property excludes Customer Data and Results.

12.9 Bernoly API

“Bernoly API” means the application programming interface, sample source code, tools, instructions, documentation, and other materials made available by Bernoly to Customer to allow for the interoperability between an Integrated Product and the Bernoly Platform.

12.10 Bernoly SDK

“Bernoly SDK” means the software development kits made available by Bernoly for the development of software applications for each of iOS, Android, or the web, that interoperates with the Bernoly Platform.

12.11 Messaging Channels

“Messaging Channels” means any and all (i) web, in-app or other messaging channel enabled by a Bernoly SDK, or (ii) a Messaging Platform that is integrated with the Bernoly Platform.

12.12 Messaging Platform

“Messaging Platform” means any third-party or Customer platform or communication service that may be used by Chat Participants to transmit and receive messages with Customer’s Clients, including but not limited to SMS, RCS, email, chat applications, voice assistants, VOIP services, and other platforms or services that Bernoly may support in the future.

12.13 Order Form

“Order Form” shall mean an order form referencing this Agreement that has been mutually agreed to and executed by the parties.

12.14 Personal Data

“Personal Data” means any information relating to an identified or identifiable natural person (“data subject”) that is loaded, transmitted to or entered into the Bernoly Platform by Customer, Users, Customer’s Clients and Chat Participants.

12.15 Report Template

“Report Template” means the content, formatting, look and feel of the templates used for the reports, charts, graphs and other presentations in which the Results are presented to Customer.

12.16 Results

“Results” means the work product resulting from the Service delivered to Customer by Bernoly through the Service, to the extent based on the Customer Data. Results expressly exclude all Bernoly Property.

12.17 Service

“Service” means the services provided by Bernoly to Customer that facilitates the communication between the Customer’s Clients and Chat Participants through Messaging Platforms, as more particularly described in the Documentation, as identified in an Order Form, as updated from time to time by Bernoly in its sole discretion.

12.18 Sites

“Sites” means websites operated by Bernoly that are made accessible to Customer under this Agreement.

12.19 User

“User” means an individual who is authorized by Customer to use a Service, for whom Customer has purchased a subscription (or in the case of any Services provided by us without charge, for whom a Service has been provided), and to whom Customer have supplied a user identification and password. Users may include, for example, Customers’ employees, consultants, contractors and agents, and third parties which Customer transact business.

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