Be My Eyes Workplace Trial Agreement This Be My Eyes Workplace Trial Agreement (this “Agreement”) is a contract and binding legal agreement between Accessibly Inc., doing business as Be My Eyes (“Be My Eyes”) and the person and/or entity downloading and/or using Be My Eyes Workplace (“you,” “your,” or “Subscriber”). This Agreement governs your access to and use of Be My Eyes Workplace (the “Service”) made available to you on a trial basis. By clicking “Accept,” registering for, or otherwise accessing the Service, you agree to be bound by the terms of this Agreement Please note: This Agreement contains text that appears in bold face type for emphasis. For individuals using screen readers or other text-to-speech solutions to read this Agreement, we have identified the emphasized words or passages by placing two asterisks at the beginning and at the end of such text. 1. Subscription License Subject to the terms of this Agreement, Be My Eyes grants Subscriber a free, non-exclusive, non-transferable, non-sublicensable, limited worldwide license (the “License”) for two weeks, beginning on the date Be My Eyes notifies you that you have access to the Services (the “Trial Period”), to: (a) download, copy and use an object code version of Be My Eyes’ mobile and desktop applications, and to access and use Be My Eyes’ web applications (collectively with the desktop applications, the “Be My Eyes Apps”); (b) access and use the Service via the Be My Eyes Apps solely for Subscriber’s internal business purposes; and (c) permit Subscriber’s authorized employees, co-workers, contractors, and agents (each an “Authorized User” and collectively the “Authorized Users”) to access and use the Services. 2. Term and Termination The term of this Agreement and the License is the two week period concurrent with the Trial Period. At the end of the Trial Period, Subscriber’s License will automatically terminate and Subscriber and Authorized Users will no longer have access to the Services. Agreement Sections 5.1, 6, 7, 8.5, 9.3, 9.4, 10, 11, and this survival clause will survive termination of this Agreement for any reason. 3. Use Restrictions Subscriber will not, and will not permit any Authorized User or third party to: (a) use the Services for any purpose other than as expressly permitted by this Agreement; (b) use the Services in any way that (i) violates any applicable law, (ii) infringes any third-party intellectual property or other rights; or (iii) is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable; (c) copy, modify, create derivative works of, reverse engineer, decompile, or disassemble the Services or any component of them; (d) access the Services to build a competitive product or service; (e) license, sell, rent, lease, transfer, assign, distribute, or otherwise commercially exploit the Services; (f) remove or obscure any proprietary notices on the Services; (g) post or introduce any harmful data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine or mechanism, to the Services; (h) interfere with or disrupt the integrity or performance of the Services; or (i) publicly disseminate performance information or analysis (including, without limitation, benchmarks) relating to the Services. 4. User Accounts and Security Subscriber is responsible for: (a) maintaining the confidentiality of all usernames and passwords; (b) all activities that occur under Subscriber’s accounts; and (c) ensuring that Authorized Users comply with this Agreement. Subscriber will promptly notify Be My Eyes of any unauthorized use of Subscriber’s accounts or any other breach of security. 5. Subscriber Responsibilities 5.1 Subscriber Data. Subscriber is solely responsible for the accuracy, quality, integrity, legality, and reliability of all data, content, and materials that Subscriber or Authorized Users submit, upload, or transmit to or through the Services (the “Subscriber Data”). Subscriber represents and warrants that it has all necessary rights to submit Subscriber Data to the Services and that such submission does not violate any applicable law or third-party rights. 5.2 Compliance. Subscriber must use the Services in compliance with all applicable laws and regulations, including data protection and privacy laws. Subscriber must obtain and maintain all necessary consents and authorizations for the collection, processing, and transmission of any personal data through the Services. 6. Proprietary Rights 6.1 Services Ownership. Be My Eyes and its licensors own and retain all right, title, and interest in and to (i) the Services; (ii) each component of the Services; (iii) aggregated, de-identified data regarding Customer’s use of the Services, including feature usage, performance metrics, and system interactions, but excluding Customer Data (collectively, “Usage Data”); and (iv) all copies, modifications, and derivative works of foregoing, in each case including without limitation all intellectual property and moral rights in every jurisdiction worldwide. Subscriber acknowledges that it is only granted a limited license to use the Services and acquires no ownership rights. 6.2 Subscriber Data Ownership. As between Be My Eyes and Subscriber, Subscriber owns and retains all right, title, and interest in and to Subscriber Data. Subscriber grants Be My Eyes a non-exclusive, worldwide, royalty-free license to use, copy, store, transmit, and display Subscriber Data solely to the extent necessary to provide the Services. 6.3 Usage Data. Be My Eyes may collect and use Usage Data to operate, maintain, improve, and support the Services, and for other business purposes. 6.4 Feedback. If Subscriber, including without limitation Authorized Users, provides Be My Eyes with any suggestions, ideas, comments, enhancement requests, or other feedback (“Feedback”), Subscriber agrees that Be My Eyes is free to use, disclose, reproduce, exploit, license, and distribute the Feedback provided to it as it sees fit and without restriction or obligation of any kind to Subscriber. 7. Confidentiality 7.1 Definition. “Confidential Information” means all information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure, including without limitation or need for marking: (a) for Be My Eyes: the Services and any non-public technical or business information; and (b) for Subscriber: Subscriber Data and non-public technical or business information. 7.2 Protection. The Receiving Party will: (a) protect the confidentiality of Confidential Information using the same degree of care it uses for its own confidential information, but no less than reasonable care; (b) not use Confidential Information except as permitted by this Agreement; and (c) not disclose Confidential Information to third parties except to employees, contractors, and advisors who have a legitimate need to know and are bound by confidentiality obligations at least as protective as this Agreement. 7.3 Exceptions. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully known to the Receiving Party without restriction before receipt from the Disclosing Party; (c) is rightfully disclosed to the Receiving Party by a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Confidential Information. 7.4 Required Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information, it will give the Disclosing Party prior notice and reasonable assistance in seeking a protective order, unless such notice is prohibited by law. 7.5 Equitable Relief. The Receiving Party acknowledges that remedies at law may be inadequate to protect the Disclosing Party against any actual or threatened disclosure of Confidential Information by the Receiving Party or its representatives and, without prejudice to any other rights and remedies otherwise available to the Disclosing Party, Receiving Party agrees to the granting of injunctive or other equitable relief in the Disclosing Party’s favor preventing disclosure, without proof of actual damages or the requirement of posting a bond or other security. 8. Data Protection and Security 8.1 Security Measures. Be My Eyes will implement and maintain appropriate technical and organizational measures designed to protect Subscriber Data from unauthorized access, use, disclosure, alteration, or destruction, including: (a) encryption of data in transit using TLS 1.2 or higher; (b) encryption of data at rest; (c) logical access controls and authentication mechanisms; and (d) security logging and monitoring. 8.2 Certifications and Standards. Be My Eyes maintains a comprehensive information and data security program aligned with SOC 2 standards designed to protect the confidentiality, integrity, and availability of user information. Be My Eyes will provide Subscriber with copies of relevant certifications upon reasonable request and subject to applicable confidentiality obligations. 8.3 Data Processing. To the extent Subscriber Data includes personal data subject to data protection laws (including GDPR, UK GDPR, CCPA, or other applicable privacy regulations), the parties agree to the Data Processing Addendum that is included below as Exhibit A and incorporated into this Agreement by this reference. 8.4 AI Services. Be My Eyes will not use Subscriber Data to train AI models and will ensure its contracts with AI suppliers do not permit the supplier to train models on Subscriber Data. 8.5 Security Incidents. Be My Eyes will notify Subscriber without undue delay after becoming aware of any unauthorized access to or acquisition of Subscriber Data that compromises the security or privacy of such data (“Security Incident“). Be My Eyes will investigate the Security Incident and provide Subscriber with reasonable information and cooperation regarding the incident. 9. Warranties and Disclaimers 9.1 Mutual Warranties. Each party represents and warrants that: (a) it has full power and authority to enter into this Agreement; (b) this Agreement constitutes a legal, valid, and binding obligation; (c) its performance under this Agreement will not violate any other agreement to which it is a party; and (d) it will comply with all applicable law. 9.3 AI Disclaimer. Subscriber acknowledges that Workplace AI uses artificial intelligence and machine learning models that may occasionally produce inaccurate, incomplete, or inappropriate outputs. Be My Eyes does not warrant the accuracy, reliability, or completeness of any AI-generated content. Subscriber is responsible for reviewing and validating all AI outputs before relying upon them. 9.4 Disclaimer. *** Except as expressly set forth in this Section 9, the Services are provided “as is” and “as available.” Be My Eyes disclaims all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Be My Eyes does not warrant that the services will be uninterrupted, error-free, or completely secure. Some states and jurisdictions do not allow for all the foregoing limitations on implied warranties, so to that extent, if any, some or all of the above limitations may not apply. *** Subscriber’s ability to use the Services is dependent on the functionality of the device(s) that Subscriber and Authorized Users use to access Services, as well as the availability and coverage of wireless networks, telecommunications networks and the internet, all of which involve facilities manufactured, owned and/or operated by third parties. Subscriber’s use of third-party platforms (including without limitation Windows, iOS, MacOS, and Android) is subject to the applicable third-party terms and conditions. *** Be My Eyes is not responsible for the operation, availability or failure of any third-party devices, platforms, systems or facilities, including without limitation those required to use the Services. *** 10. Limitation of Liability 10.1 Liability Cap and Exclusion of Consequential Damages. *** Except for a party’s violation of Section 3 (Use Restrictions) or a breach of Section 7 (Confidentiality): (a) in no event will either party be liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, lost revenue, loss of data, or loss of business opportunity, whether in an action in contract, tort, strict liability, or otherwise, even if such party has been advised of the possibility of such damages; and (b) each party’s total cumulative liability arising out of or related to this agreement will not exceed USD $100. The preceding limitations of liability do not apply to liabilities that cannot be excluded or limited by applicable laws. *** 10.2 Basis of the Bargain. The parties acknowledge that the limitations of liability in this Section 10 are an essential basis of the bargain and that Be My Eyes would not provide the Services without such limitations. 11. General Provisions 11.1 Governing Law and Jurisdiction. This Agreement is governed by the laws of the State of California and the United States, without regard to conflict of laws principles. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods. 11.2 Dispute Resolution. Any dispute arising out of or relating to this Agreement will be resolved as follows: (a) the party raising the dispute must provide the other party with written notice of the dispute, and the parties will first attempt to resolve the dispute through good faith negotiations; (b) if not resolved within thirty (30) days, either party may initiate binding arbitration in Santa Clara County, California under the Commercial Arbitration Rules of the American Arbitration Association. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. Notwithstanding the foregoing, a party may file an action in any court with jurisdiction and venue if the action is one to enforce confidentiality obligations or intellectual property rights, or if the action is an equitable action to prevent imminent and irreparable harm with no adequate remedy at law. 11.3 Export Compliance. Subscriber will comply with all applicable export and import control laws and regulations in its use of the Services. Subscriber represents that it is not on any U.S. government list of prohibited or restricted parties. 11.4 Force Majeure. Neither party will be liable for any delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, war, government action, internet or utility failures, or labor disputes (“Force Majeure Event“). The affected party will use commercially reasonable efforts to mitigate the effects of the Force Majeure Event. 11.5 Notices. All notices under this Agreement must be in writing and will be deemed given when delivered personally, sent by confirmed facsimile or email, or three (3) business days after being sent by certified mail, return receipt requested. Notices to Be My Eyes must be sent to: Accessibly Inc., Attn: Legal Department, 1111B S Governors Ave., Suite 21691, Dover, DE 19904, legal@bemyeyes.com. Notices to Subscriber will be sent to the address on the Order Form. 11.6 Entire Agreement. This Agreement, including its exhibits, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, communications, and understandings, whether written or oral. No terms on Subscriber’s purchase order or other business form will apply. 11.7 Miscellaneous. No supplement, modification, or amendment of this Agreement will be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. No waiver of any provision of this Agreement will be effective unless in writing and signed by the waiving party. If any provision is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force. The parties to this Agreement are independent contractors. This Agreement does not create any partnership, joint venture, agency, franchise, or employment relationship. EXHIBIT A DATA PROCESSING ADDENDUM This Data Processing Addendum (“DPA“) supplements and forms part of the Be My Eyes Workplace Trial Agreement (“Agreement“) between Subscriber and Be My Eyes. This DPA applies to the extent that Be My Eyes processes Personal Data (as defined below) on behalf of Subscriber while providing the Services. 1. DEFINITIONS For purposes of this DPA: 1.1 “Data Protection Laws” means all applicable laws and regulations relating to the processing of Personal Data, including without limitation the EU General Data Protection Regulation 2016/679 (“GDPR”), the UK GDPR, the California Consumer Privacy Act (“CCPA”), and any other applicable privacy or data protection laws. 1.2 “Personal Data” means any Subscriber Data that constitutes personal data, personal information, or personally identifiable information as defined under applicable Data Protection Laws. 1.3 “Process” or “Processing” means any operation performed on Personal Data, including collection, recording, organization, storage, use, disclosure, deletion, or destruction. 1.4 “Controller,” “Processor,” “Data Subject,” “Sub-processor” and other terms have the meanings given to them in applicable Data Protection Laws. 1.5 ““Controller-to-Processor SCCs” means the Standard Contractual Clauses (Processors) in the Annex to the European Commission Implementing Decision on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council, as may be amended or replaced from time to time by the European Commission. 2. SCOPE AND ROLES 2.1 Subscriber is the Controller of Personal Data, and Be My Eyes is the Processor. Be My Eyes will Process Personal Data only on behalf of and in accordance with Subscriber’s documented instructions. 2.2 The subject matter, duration, nature, and purpose of Processing, and the types of Personal Data and categories of Data Subjects, are described in Appendix 1 to this DPA. 3. BE MY EYES’ OBLIGATIONS 3.1 Instructions. Be My Eyes will Process Personal Data only in accordance with Subscriber’s documented instructions unless required by applicable law. If Be My Eyes is required by law to Process Personal Data in a manner inconsistent with Subscriber’s instructions, Be My Eyes will inform Subscriber of such requirement unless prohibited by law. 3.2 Confidentiality. Be My Eyes will ensure that persons authorized to Process Personal Data are subject to appropriate confidentiality obligations. 3.3 Security. Be My Eyes will implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, as described in Section 7 of the Agreement. 3.4 Sub-processors. Subscriber consents to Be My Eyes’ use of Sub-processors listed at trust.bemyeyes.com. Be My Eyes will: (a) impose data protection obligations on Sub-processors that are no less protective than this DPA; (b) remain liable for Sub-processors’ performance; and (c) provide at least thirty (30) days’ notice of new Sub-processors via the website, during which time Subscriber may object on reasonable data protection grounds. 3.5 Data Subject Rights. Be My Eyes will, to the extent legally permitted, promptly notify Subscriber if it receives a request from a Data Subject. Be My Eyes will provide reasonable assistance to Subscriber in responding to Data Subject requests, taking into account the nature of Processing. 3.6 Security Incidents. Be My Eyes will notify Subscriber without undue delay after becoming aware of a Security Incident affecting Personal Data and will provide reasonable cooperation and assistance regarding the incident. 3.7 Deletion or Return. Upon termination or expiration of the Agreement, Be My Eyes will delete or return all Personal Data to Subscriber as instructed, except where retention is required by applicable law. 3.8 Audit Rights. Be My Eyes will make available to Subscriber information necessary to demonstrate compliance with this DPA and allow for and contribute to audits. Subscriber may conduct an audit once per year upon thirty (30) days’ written notice, subject to reasonable confidentiality obligations and at Subscriber’s expense. 4. INTERNATIONAL TRANSFERS 4.1 Subscriber acknowledges and agrees that Be My Eyes may access and Process Personal Data on a global basis as necessary to provide the Services in accordance with the Agreement, and that Personal Data collected outside of the United States will be transferred to and Processed by Be My Eyes in the United States. To the extent required by applicable Data Protection Laws, Be My Eyes will implement appropriate safeguards for all such transfers. For European Personal Data, Be My Eyes further agrees that it will (i) use and abide by the form of the Controller-to-Processor SCCs or (ii) provide at least the same level of privacy protection for European Personal Data as required under the U.S. Data Privacy Framework. If such data transfers rely on Controller-to-Processor SCCs to enable the lawful transfer of European Personal Data, as set forth in the preceding sentence, the parties agree that Data Subjects for whom Be My Eyes Processes European Personal Data are third-party beneficiaries under the Controller-to- Processor SCCs. If Be My Eyes is unable or becomes unable to comply with these requirements, then (a) Be My Eyes shall notify Subscriber of such inability and (b) any movement of European Personal Data to a non-EU country requires the prior written consent of Subscriber. 5. LIMITATION OF LIABILITY Each party’s total liability arising out of or related to this DPA will be subject to the limitations of liability set forth in Section __ of the Agreement. APPENDIX 1 – DETAILS OF PROCESSING Subject Matter: Provision of Be My Eyes Workplace platform and services. Duration: For the duration of the Agreement and applicable Subscription Terms. Nature and Purpose: Processing of Personal Data to provide accessibility services, AI-powered visual assistance, document analysis, and related enterprise features as described in the Agreement. Types of Personal Data: May include employee names, email addresses, user identifiers, images or visual content submitted for accessibility analysis, audio content, and other data provided by Subscriber through the Services. Categories of Data Subjects: Subscriber’s employees, contractors, and authorized users of the Services.
