Terms of Use

This Terms of Use Agreement (“Agreement”) is a binding legal agreement between you or the entity you represent (“Customer,” “you,” or “your”) and WiseBee Hive Inc., a Delaware corporation (“WiseBee,” “Company,” “we,” “us,” or “our”). This Agreement governs your access to and use of WiseBee’s proprietary AI-powered cybersecurity services, platform, and website (“Services”). By accepting this Agreement, accessing the Services, creating an account, or executing an Order Form referencing this Agreement, you confirm that you have read, understood, and agree to be bound by its terms.

If you do not agree to this Agreement, you must not access or use the Services.

This Agreement is intended to comply with applicable legal and regulatory requirements, including but not limited to:

• The General Data Protection Regulation (EU) 2016/679 (“GDPR”);
• The EU Digital Operational Resilience Act (DORA) Regulation (EU) 2022/2554, as applicable to customers in regulated financial sectors;
• The EU Network and Information Security Directive (NIS2) Directive (EU) 2022/2555, as applicable to essential and important entities operating within the EU cybersecurity framework;
• The UK General Data Protection Regulation (“UK GDPR”) and the UK Consumer Rights Act 2015;
• The laws of the United States, including federal and applicable state privacy, cybersecurity, and consumer protection laws.

WiseBee is not a regulated financial institution but provides services that may assist with DORA compliance. In the event of a jurisdictional conflict, the governing law and dispute resolution terms of this Agreement shall apply.

1. Definitions

1.1 “Affiliate”: Any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

1.2 “AI Model”: Any artificial intelligence, machine learning, or automated decision-making system operated by WiseBee, including but not limited to predictive models, threat detection algorithms, and autonomous cybersecurity agents.

1.3 “AI-Generated Content”: Any output, analysis, recommendations, or insights produced by WiseBee’s AI Models.

1.4 “Confidential Information”: Non-public, proprietary, or sensitive information disclosed by one party to the other, including business strategies, trade secrets, technical details, and AI model architectures.

1.5 “Customer Data”: Information, data, or materials submitted by or for Customer to the Services during use, excluding Customer Feedback, and provided that such data has been lawfully obtained and does not infringe the rights or privacy of any third party.

1.6 “Customer Feedback”: Any feedback, suggestions, ideas, or recommendations provided by Customer regarding the Services.

1.7 “Customer Inputs”: All information, queries, data, or materials submitted by Customer through the Services, including but not limited to search queries, configuration data, and analysis requests.

1.8 “High-Risk Use”: Any use of the Services in safety-critical applications, life-sustaining systems, autonomous weapons, or any application where malfunction could result in death, serious injury, or significant property damage.

1.9 “Intelligence Data”: AI-derived insights, threat intelligence, vulnerability analysis, recommendations, and related cybersecurity information provided by WiseBee, sourced from publicly available data, third-party feeds, and WiseBee’s proprietary analysis tools.

1.10 “Malicious Code”: Any code, files, scripts, or programs intended to cause harm, including viruses, worms, ransomware, or other malicious software.

1.11 “Order Form”: A document specifying the Services to be provided, including fees, usage limits, and Subscription Term, which incorporates this Agreement by reference.

1.12 “Publicly Available Data”: Information, data, or intelligence that is accessible through public sources, including but not limited to internet searches, public databases, regulatory filings, published security research, and other openly accessible sources.

1.13 “Result Content”: Information, intelligence, analysis, or data accessed, collected, retrieved, or displayed through the Services from third-party sources, including but not limited to surface web, deep web, dark web, or other internet sources, provided on an “as-is” basis without any warranty regarding accuracy or completeness.

1.14 “Services”: The WiseBee AI-powered cybersecurity platform, products, APIs, software, analytics tools, dashboards, reports, alerts, autonomous agents, and associated offerings provided by WiseBee.

1.15 “Subscription Term”: The defined period during which the Customer has access to the Services, as specified in the applicable Order Form.

1.16 “Third-Party Services”: External software, data sources, or platforms integrated with or used in conjunction with the Services but not owned or operated by WiseBee.

1.17 “TPRM”: Third-Party Risk Management, including vendor risk assessment, supply chain cyber risk analysis, and supplier security monitoring.

1.18 “WiseBee Data”: Information, ratings, assessments, or intelligence provided by or through third-party risk management platforms or data providers integrated with the Services.# WiseBee Terms of Use

2. Nature of the Services

2.1 AI-Powered Cybersecurity Platform

WiseBee provides AI-powered cybersecurity agents that operate as co-pilots and fully autonomous entities to deliver:

• Real-time threat intelligence and vulnerability insights
• Autonomous threat detection and response capabilities
• AI-driven mitigation actions and security recommendations
• Predictive cybersecurity analytics and risk assessments
• Automated incident response and forensic analysis

2.1.1 AI Model Limitations: Customer acknowledges that:

• AI-Generated Content is provided “as is” and may contain inaccuracies, biases, or errors due to limitations in training data, model design, or evolving threats
• Intelligence Data is provided for informational purposes only and is not guaranteed to be exhaustive, accurate, complete, or suitable for regulatory or legal reliance
• AI Models are directional in nature and do not replace professional cybersecurity expertise, legal advice, or internal controls
• Outputs may change over time as models are continuously retrained, and WiseBee disclaims liability for actions taken solely based on AI recommendations

2.1.2 Result Content and Third-Party Intelligence: The Services may provide access to Result Content collected from various internet sources. Customer acknowledges and agrees that:

• Result Content may be accessed from the surface web, deep web, or dark web and may include sensitive, restricted, or confidential data
• Customer is solely responsible for verifying the legality of accessing, storing, or using such data under applicable law
• WiseBee does not monitor, log, or assume responsibility for Customer’s access to or use of Result Content
• Customer bears sole responsibility for determining the legality of accessing or using any Result Content
• WiseBee disclaims all knowledge of and responsibility for Result Content accessed by Customer
• Customer agrees to comply with all applicable laws and regulations regarding data usage, copyright, surveillance, and export control

2.1.3 DORA and Supply Chain Intelligence: The Services include capabilities designed to assist with digital operational resilience assessments and supply chain cyber risk analysis. Customer acknowledges that:

• DORA-related insights and assessments provided are advisory only and do not constitute compliance guarantees or legal advice
• Customer remains solely responsible for achieving and maintaining DORA compliance
• WiseBee’s intelligence does not constitute legal or regulatory advice
• Customer must independently validate all compliance-related recommendations

Data used in such assessments may include:

• Publicly Available Data and third-party cybersecurity feeds and databases
• Non-intrusive analysis techniques and automated scanning methods
• Customer-provided environmental data (when explicitly authorized)
• Third-party intelligence sources and commercial security data providers
• Open source intelligence (OSINT) collection and analysis

WiseBee does not access private systems, bypass security controls, or process personal data beyond what is explicitly permitted in writing.

2.1.4 Third-Party Risk Management and Supply Chain Intelligence

The Services include third-party risk management (TPRM) and supply chain cyber risk analysis capabilities. Customer acknowledges that:

• TPRM assessments and supply chain intelligence are derived from Publicly Available Data and authorized third-party sources.
• WiseBee does not access private systems or proprietary information of third-party vendors without express authorization.
• Risk assessments are directional in nature and may not reflect the full security posture or risk exposure of any given vendor or supplier.
• Customer remains solely responsible for vendor due diligence, supplier onboarding or offboarding, contract negotiations, and overall third-party risk decisions.
• The intelligence provided supplements but does not replace Customer’s own vendor risk assessment or compliance processes.

2.1.5 Data Sources and Analysis

WiseBee’s cybersecurity intelligence and analysis rely on diverse, lawful data sources, including:

• Publicly Available Data such as internet content, public repositories, open-source intelligence (OSINT), regulatory filings, and industry research.
• Customer Inputs, including queries, configuration data, and environment-specific information explicitly submitted by the Customer during Service use.
• Commercial threat intelligence feeds, security databases, and vetted third-party providers.
  Automated, non-intrusive scanning techniques that do not bypass access controls or compromise system integrity.

WiseBee does not access private systems, exfiltrate data, or analyze sensitive personal information without explicit written consent from the Customer.

2.2 Multi-Tenant Infrastructure

WiseBee operates on a shared, multi-tenant cloud architecture with enterprise-grade security controls:

• Services are standardized with no custom deliverables or works-for-hire
• Customers do not receive ownership of any intellectual property developed or used by WiseBee
• Data isolation and security are maintained through industry-standard practices
• AI models may be improved using anonymized, aggregated usage data, but Customer Data is excluded from model training unless expressly permitted in writing.

2.3 Service Updates and AI Model Evolution

WiseBee continuously improves its AI Models and Services:

• AI Models are retrained and updated regularly to enhance threat detection capabilities
• Service enhancements may include new AI features, improved algorithms, or expanded threat intelligence coverage
• If a material change reduces core functionality, WiseBee will notify affected Customers at least 30 days in advance
• Emergency security updates may be deployed without prior notice if required to address urgent security or compliance risks

3. Customer Responsibilities and Acceptable Use

3.1 Account Security and Management

Customer must:

• Maintain the confidentiality of all account credentials and access tokens
• Implement appropriate access controls and user authentication measures
• Immediately notify WiseBee of any suspected unauthorized access or security incidents
• Ensure all authorized users comply with this Agreement
• Regularly review and update user access permissions
• Promptly update contact and account information to ensure accuracy

3.2 Lawful and Ethical Use

Customer represents, warrants, and covenants that:

• Use of the Services complies with all applicable laws, regulations, and industry standards
• Customer has obtained all necessary rights, consents, and authorizations to provide Customer Data to WiseBee
• Customer will not use the Services to violate any person’s privacy, intellectual property rights, or applicable data protection laws (including GDPR, UK GDPR, and CCPA)
• Customer will ensure that any personal data processed via the Services is lawfully collected, and that a valid legal basis exists under applicable data protection laws
• Customer will implement appropriate human oversight for AI-Generated Content used in critical decision-making
• Customer will not use the Services to surveil individuals or groups in a way that may result in unlawful discrimination or profiling

3.3 Prohibited Activities

Customer agrees not to:

• Use the Services for High-Risk Use cases without WiseBee’s express written approval and additional safeguards
• Use the Services if Customer is a direct competitor offering substantially similar AI-powered cybersecurity services
• Attempt to reverse-engineer, decompile, disassemble, or extract the underlying algorithms of WiseBee’s AI Models
• Introduce Malicious Code or attempt to disrupt WiseBee’s infrastructure or other customers’ use of the Services
• Use the Services to develop competing AI models or cybersecurity products
• Misrepresent AI-Generated Content as human-generated analysis
• Use the Services to engage in unauthorized competitive analysis or benchmarking of WiseBee or its competitors
• Use the Services to develop competing AI models, cybersecurity products, or TPRM solutions
• Publish or disclose Service performance metrics without WiseBee’s prior written approval
• Not use intelligence or assessments from the Services to initiate litigation against third parties without WiseBee’s express written consent
• Use Result Content to initiate litigation, regulatory complaints, or enforcement actions against third parties without independent legal review and WiseBee’s express written consent
• Use the Services or intelligence in connection with securities offerings, investment decisions, or financial advice
• Attempt to reverse-engineer or extract underlying data sources, methodologies, or algorithms used by WiseBee

3.4 Result Content Responsibilities

Customer acknowledges the sensitive nature of Result Content and agrees to:

3.4.1 Legal Compliance:

• Not use the Services or Result Content in violation of any applicable law, including laws regarding data protection, privacy, cybercrime, unauthorized access, or intellectual property
• Not intentionally access, obtain, or possess Result Content that is illegal in Customer’s jurisdiction
• Comply with all reporting and disclosure obligations under applicable law related to Result Content accessed through the Services
• Accept sole responsibility for assessing the legality and consequences of accessing or using any Result Content

3.4.2 Prohibited Result Content Activities:

Customer agrees:

• Not integrate Result Content with, or submit Result Content to, any artificial intelligence, chatbot, language model, or similar platform without WiseBee’s express written consent
• Not use Result Content to harass, impersonate, or harm any individual or entity
• Not use Result Content in any manner that infringes intellectual property rights
• Not knowingly access personal, confidential, or proprietary information of third parties without authorization
• Not harvest or collect sensitive personal data (e.g., health, biometrics, financial data) unless legally authorized and required for legitimate purposes

3.4.3 Information Security: Customer will implement appropriate technical and organizational measures to:

• Safeguard Result Content against unauthorized access, disclosure, or misuse
• Restrict access to Result Content to authorized personnel only
• Maintain audit logs of Result Content access and usage
• Report any unauthorized access or security incidents to WiseBee immediately

3.5 DORA and Regulatory Compliance Responsibilities

For customers using Services in support of DORA (EU Regulation 2022/2554) or other regulatory frameworks:

3.5.1 Independent Validation: Customer must independently validate all regulatory compliance assessments and recommendations provided by the Services.

3.5.2 Professional Advice: Customer acknowledges that WiseBee does not provide legal, regulatory, or compliance advice and must consult qualified professionals for such guidance.

3.5.3 Third-Party Risk Management: Customer remains fully responsible for managing vendor risk, supplier due diligence, and regulatory compliance obligations..

3.6 Supply Chain and TPRM Responsibilities

3.6.1 Independent Verification: Customer acknowledges and agrees that:

• All TPRM assessments and supply chain intelligence provided by the Services are for informational purposes only
• Customer is solely responsible for validating and relying on the information before making business decisions
• WiseBee’s intelligence supplements but does not replace Customer’s own due diligence processes
• Customer remains solely responsible for vendor selection, contract terms, and ongoing supplier management

3.6.2 Third-Party Notifications: If Customer uses WiseBee intelligence to assess third-party vendors or suppliers:

• Customer will ensure appropriate notifications are provided to assessed organizations when required by law
• Customer will not misrepresent the source or nature of intelligence obtained through the Services
• Customer acknowledges that third parties may have privacy or data protection rights related to how intelligence about them is processed or used

3.6.3 Data Quality Acknowledgment: Customer understands and accepts that:

• Intelligence may contain false positives, inaccuracies, or outdated information
• Publicly Available Data sources may not be independently verified by WiseBee
• WiseBee makes reasonable efforts to maintain data quality but cannot guarantee accuracy
• Customer should implement appropriate validation processes for critical decisions

3.7 AI-Specific Responsibilities

Customer acknowledges and agrees to:

• Maintain appropriate human oversight and review of AI-Generated Content
• Not rely solely on AI-Generated Content for critical security decisions without human validation
• Implement appropriate testing and validation procedures for AI-Generated recommendations
• Report any identified biases, errors, or security issues in AI-Generated Content to WiseBee
• Comply with any applicable AI governance, ethics and risk policies within Customer’s organization

4. Data Protection and Privacy

4.1 Customer Data Handling

WiseBee will:

• Process Customer Data solely to provide the Services in accordance with this Agreement and applicable data protection laws
• Implement appropriate technical and organizational security measures to protect Customer Data
• Not use Customer Data to train AI Models unlessCustomerhas provided explicit, informed, and revocable opt-in consent
• Provide data portability options upon reasonable request during the Subscription Term, consistent with Article 20 GDPR and similar rights under UK and US laws
• Delete or return Customer Data within 30 days of termination, unless retention is required by applicable law or for the establishment, exercise, or defense of legal claims

4.2 AI Training and Improvement

WiseBee may use aggregated, anonymized, and de-identified data for:

• Improving AI Model accuracy and threat detection capabilities
• Developing new cybersecurity insights and intelligence feeds
• Enhancing platform security and performance
• Research and development of new AI-powered security features

Such data will not include Customer Data unless expressly permitted through opt-in consent. Customer may opt-out of such usage by providing written notice, though this may limit the effectiveness of certain AI-powered features.

4.4 Result Content and Investigation Cooperation

4.4.1 Disclaimer of Knowledge: WiseBee disclaims knowledge of Customer’s access to or use of Result Content and disclaims responsibility for reporting Result Content accessed by Customer, unless legally required to do so.

4.4.2 Investigation Cooperation: Customer agrees to comply with any reasonable request by WiseBee for information in connection with any investigation to verify Customer’s compliance with this Agreement, provided such request complies with applicable privacy and data protection laws.

4.4.3 Legal Rights Preservation: Nothing in this Agreement restricts WiseBee from exercising its legal rights, voluntarily reporting Result Content when required by law, defending itself against legal claims, or complying with applicable legal obligations.

4.5 Cross-Border Data Transfers and Jurisdictional Compliance

Customer acknowledges that:

• Services may involve cross-border data transfers to jurisdictions where WiseBee operates, including the United States, United Kingdom, and European Union
• WiseBee implements appropriate safeguards for international data transfers, including standard contractual clauses where applicable
• Customer is responsible for ensuring compliance with applicable data protection laws in their jurisdiction
• Result Content may be subject to local access restrictions, and Customer bears responsibilities for legal due diligence when accessing or using such content.

4.6 Export Control and Trade Compliance

Customer acknowledges and agrees:

• The Services and underlying technology may be subject to U.S. export control laws and regulations
• Customer will not access or use the Services from countries subject to U.S. trade sanctions
• Customer will comply with all applicable export control and trade compliance requirements
• WiseBee may suspend Services if required by export control obligations, sanctions regimes, or lawful government orders

5. Intellectual Property and AI Governance

5.1 Ownership Rights

5.1.1 WiseBee IP: All rights, title, and interest in the Services, AI Models, algorithms, Intelligence Data, and underlying technology remain exclusively with WiseBee, including:

• AI model architectures, weights, and training methodologies
• Proprietary cybersecurity intelligence and threat analysis techniques
• Platform software, interfaces, and documentation
• Aggregated insights and analytics derived from platform usage (in anonymized form)

5.1.2 Customer IP: Customer retains all rights, title, and interest in Customer Data submitted or uploaded to the Services, excluding any AI-Generated Content or derived Intelligence Data.

5.1.3 Third-Party Data Rights: Customer retains all rights to Customer Data provided to WiseBee. WiseBee retains all rights to:

• Intelligence Data, AI-Generated Content, and Result Content
• Aggregated and anonymized insights derived from platform usage (provided such data does not identify the Customer or any individual)
• Improvements to AI Models and methodologies developed using platform data
• Publicly Available Data compilations and analysis methodologies

Customer grants WiseBee a non-exclusive, royalty-free, perpetual, irrevocable license to use Customer Feedback to improve the Services and develop new cybersecurity capabilities.

5.1.4 AI-Generated Content and Usage Rights:

• AI-Generated Content and intelligence reports are owned by WiseBee
• Customer is granted a non-exclusive, non-transferable, limited license to use intelligence solely for internal business purposes during the Subscription Term
• Customer may share intelligence that pertains exclusively to its own organization with third parties as reasonably necessary for business purposes
• Customer may share relevant intelligence with current or prospective vendors, suppliers, or business partners for relationship management purposes
• All other external sharing, publication or commercial use requires WiseBee’s prior express written consent

5.2 Customer Feedback and Contributions

Customer grants WiseBee a royalty-free, perpetual, irrevocable, worldwide license to use Customer Feedback to improve the Services, develop new features, and enhance AI Model capabilities.

5.3 Third-Party IP Protection

WiseBee represents that the Services do not infringe upon third-party intellectual property rights and will defend Customer against claims alleging such infringement, subject to the indemnification and liability provisions below.

6. Warranties, Disclaimers, and AI-Specific Limitations

6.1 Service Warranties

WiseBee warrants that:

• The Services will substantially conform to the documentation during the Subscription Term
• WiseBee will use commercially reasonable efforts to maintain Service availability
• The Services will be provided in accordance with industry-standard security practices
• In providing the Services, WiseBee has not knowingly circumvented or breached any security system intended to prevent access to or publication of Result Content

6.2 Result Content Disclaimers

CUSTOMER ACKNOWLEDGES AND AGREES THAT:

6.2.1 Result Content Limitations:

• All Result Content is provided “AS IS” and “AS AVAILABLE” without warranty of any kind.
• WiseBee makes no representations regarding the accuracy, completeness, legality, or reliability of Result Content
• Result Content may include secret, non-public, sensitive, or illegal information
• Result Content may be illegal for Customer to access or possess in certain jurisdictions
• WiseBee does not monitor or control the content of third-party sources from which Result Content is derived

Customer is solely responsible for determining the legality of accessing or using Result Content in their jurisdiction.

6.2.2 No Liability for Result Content: WiseBee disclaims all liability arising from or related to:

• Customer’s access to, possession of, or use of Result Content
• The accuracy, completeness, or legality of any Result Content
• Any actions taken by Customer based on Result Content
• Any third-party claims related to Result Content accessed by Customer

WiseBee shall have no liability whatsoever for any direct or indirect harm caused by reliance on, access to, or use of Result Content.

6.3 AI-Specific Disclaimers

CUSTOMER ACKNOWLEDGES AND AGREES THAT:

6.3.1 AI Limitations: AI Models are sophisticated but imperfect systems that may:

• Produce inaccurate, incomplete, or biased outputs
• Fail to detect certain threats or produce false positives
• Behave unpredictably in novel or edge-case scenarios
• Require continuous monitoring and human oversight

Customer acknowledges that human oversight is required when relying on AI-Generated Content for security or operational decisions.

6.3.2 No Guarantee of Security: The Services enhance but do not guarantee cybersecurity. Customer remains solely responsible for:

• Implementing comprehensive security measures beyond the Services
• Validating and acting upon AI-Generated Content appropriately
• Maintaining incident response and business continuity plans
• Ensuring compliance with applicable cybersecurity regulations

Customer remains solely responsible for implementing cybersecurity controls beyond those offered by the Services.

6.3.3 Evolving Threat Landscape: Cybersecurity threats continuously evolve, and AI Models may not detect zero-day exploits, novel attack vectors, or adversarial techniques specifically designed to evade AI detection.WiseBee does not warrant detection of zero-day vulnerabilities, novel attack methods, or adversarially crafted inputs.

6.3.4 DORA and Regulatory Compliance:

• WiseBee does not warrant that use of the Services will ensure DORA compliance or compliance with any other regulation
• Customer remains solely responsible for achieving and maintaining regulatory compliance with DORA, NIS2, or any other applicable regulation.
• Intelligence and assessments provided are informational only and do not constitute legal or regulatory advice

6.4 Data Quality and TPRM Disclaimers

CUSTOMER ACKNOWLEDGES AND AGREES THAT:

6.4.1 No Investment or Financial Advice:

• The Services and intelligence provided do not constitute investment advice, financial advice, or recommendations
• Intelligence should not be used as the sole basis for investment, acquisition, or divestiture decisions
• WiseBee does not provide recommendations to purchase, sell, or hold securities or make specific business decisions
• WiseBee does not provide investment advice, securities recommendations, or regulated financial guidance.

6.4.2 Supply Chain and TPRM Limitations:

• TPRM assessments and supply chain intelligence are based on limited Publicly Available Data
• Intelligence may not reflect the complete risk profile or actual security posture of assessed organizations
• False positives, outdated information, and data inaccuracies may occur despite reasonable quality control measures
• Threat landscape changes rapidly, and historical data may not predict future security incidents
• All TPRM intelligence is based on Publicly Available Data and may contain inaccuracies or false positives.

6.4.3 Third-Party Data Dependencies:

• Intelligence accuracy depends on the quality and availability of third-party data sources
• WiseBee cannot control or guarantee the accuracy of underlying Publicly Available Data
• Data sources may experience interruptions, changes in availability, or quality degradation
• Some intelligence may become outdated between collection and delivery to Customer
• WiseBee cannot guarantee availability, accuracy, or timeliness of third-party data sources used in the Services

6.5 General Disclaimers

EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WISEBEE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

7. Limitation of Liability and Risk Allocation

7.1 Liability Caps

7.1.1 General Cap: WiseBee’s total liability under this Agreement is limited to the total fees paid by Customer in the 12 (twelve) months immediately preceding the event that gives rise to the claim, regardless of the form of action.

7.1.2 Result Content Liability: Notwithstanding any other provision, WiseBee’s total liability for any claim arising from or related to Result Content, including but not limited to Customer’s access to, possession of, or use of Result Content, is expressly disclaimed in full. Customer assumes full responsibilities and risks associated with Result Content.

7.1.3 AI-Specific Liability: WiseBee’s liability for any claim arising from or related to AI-Generated Content, AI Model decisions, or automated actions taken by the Services is limited to the amount paid by Customer in the month in which the incident occurred.

7.1.4 Supply Chain and TPRM Liability: WiseBee disclaims all liability for:

• Decisions made based on TPRM assessments or supply chain intelligence
• False positives, data inaccuracies, or outdated information in intelligence reports
• Customer’s selection, retention, or termination of vendors or suppliers
• Third-party security incidents or breaches not directly caused by WiseBee’s services
• Business relationships affected by intelligence provided through the Services

Customer is solely responsible for vendor management, contractual decisions, and risk evaluation.

7.1.5 Data Quality Liability: WiseBee’s total liability for data quality issues, including false positives, inaccuracies, or outdated information, is limited to re-processingр correction, or replacement of the affected data, at WiseBee’s sole discretion. Monetary compensation is expressly excluded.

7.1.6 Regulatory Compliance Disclaimer

WiseBee disclaims all liability for Customer’s failure to achieve or maintain compliance with DORA, NIS2, or any other regulatory framework, regardless of Customer’s use of the Services. Regulatory compliance remains solely the responsibility of the Customer.

7.2 Excluded Damages

IN NO EVENT SHALL WISEBEE BE LIABLE FOR:

• Indirect, incidental, special, consequential, or punitive damages
• Lost profits, revenue, data, or business opportunities
• Security breaches not directly caused by WiseBee’s gross negligence
• Damages resulting from Customer’s reliance on AI-Generated Content without appropriate human oversight
• Any damages arising from Result Content or Customer’s access to Result Content
• Any failure to achieve regulatory compliance, including DORA compliance
• Any decision made or action taken by Customer in reliance upon intelligence obtained from the Services
• System failures, interruptions, or inability to access the Services
• Loss or corruption of data, including Customer Data or Result Content
• False positives, data inaccuracies, or outdated information in intelligence reports
• Customer’s vendor or supplier selection, management, or termination decisions
• Third-party security incidents or breaches affecting Customer’s suppliers or vendors

These exclusions apply even if WiseBee has been advised of the possibility of such damages.

7.3 Risk Allocation for AI Services

Customer acknowledges that:

• AI-powered cybersecurity involves inherent risks and uncertainties
• Customer bears the risk of relying on AI-Generated Content for security decisions
• WiseBee’s liability reflects the experimental and evolving nature of AI technology
• Customer is responsible for conducting independent validation and maintaining internal safeguards
• Customer should maintain appropriate insurance coverage for cybersecurity and data-related risks

7.4 Exceptions to Limitations

Liability limitations do not apply to:

• WiseBee’s indemnification obligations under Section 8
• Claims arising from WiseBee’s gross negligence, willful misconduct, or fraud
• Violations of confidentiality obligations
• Infringement of Customer’s intellectual property rights

8. Indemnification

8.1 WiseBee Indemnification

WiseBee will defend, indemnify, and hold harmless Customer against third-party claims alleging:

• The Services infringe upon third-party intellectual property rights
• WiseBee’s grossly negligent breach of data protection obligations under this Agreement
• WiseBee’s willful violation of applicable laws in providing the Services

8.2 Customer Indemnification

Customer will defend, indemnify, and hold harmless WiseBee against claims arising from:

• Customer’s misuse of the Services or violation of this Agreement
• Customer Data provided to WiseBee
• Customer’s use of AI-Generated Content in violation of applicable laws
• Customer’s failure to implement appropriate human oversight for AI-powered decisions
• Third-party claims arising from Customer’s cybersecurity incidents not directly caused by a verified Service defects
• Customer’s access to, possession of, use, or disclosure of Result Content
• Customer’s violation of applicable laws in connection with Result Content
• Any breach of Customer’s reporting obligations related to Result Content
• Customer’s failure to achieve or maintain regulatory compliance, including DORA compliance
• Any decision made or action taken by Customer based on intelligence or recommendations provided by the Services
• Customer’s use of intelligence to misrepresent, defame,, or harm third parties
• Any vendor or supplier management decisions based on TPRM assessments or supply chain intelligence
• Any business relationship impacts resulting from intelligence provided through the Services
• Claims arising from Customer’s reliance on intelligence that contains false positives, data inaccuracies, or outdated information

8.3 Indemnification Process

The indemnifying party’s obligations are conditioned upon:

• Prompt written notice of the claim
• Sole control over the defense and settlement of the claim
• Reasonable cooperation from the indemnified party

No admission of liability or settlement without the indemnifying party’s prior written consent

9. AI Ethics and Responsible Use

9.1 Ethical AI Principles

WiseBee is committed to developing and deploying AI systems that are:

• Transparent and explainable to the extent technically feasible, including through model documentation and user guidance
• Fair and non-discriminatory, with consideration for protected characteristics under EU, UK, and U.S. law
• Reliable and robust against adversarial attacks
• Respectful of privacy and human rights
• Aligned with industry and regulatory best practices for trustworthy AI development and deployment

9.2 Bias Monitoring and Mitigation

WiseBee will:

• Regularly audit AI Models for potential biases
• Implement technical measures to reduce discriminatory outputs
• Log and document AI system behavior for traceability and accountability
• Provide mechanisms for Customer to report suspected bias or unfair treatment
• Continuously improve AI fairness through model retraining and algorithmic adjustments

9.3 Human Oversight Requirements

Customer agrees to:

• Maintain meaningful human oversight for AI-powered security decisions
• Not fully automate critical security processes without appropriate safeguards
• Implement review processes for high-impact AI-Generated recommendations
• Ensure documented procedures for oversight and approval of high-risk decisions involving AI
• Ensure human accountability for actions taken based on AI-Generated Content

10. Term, Termination, and Data Handling

10.1 Agreement Term

This Agreement commences upon acceptance and continues for the Subscription Term unless terminated earlier in accordance with this Agreement.

10.2 Termination Rights

10.2.1 For Cause: Either party may terminate this Agreement immediately if the other party:

• Materially breaches this Agreement and fails to cure within 30 days of written notice
• Becomes insolvent, bankrupt, or makes an assignment for the benefit of creditors
• Violates applicable data protection or cybersecurity laws in connection with the Services

10.2.2 WiseBee Termination Rights: WiseBee may immediately terminate or suspend Services if:

• WiseBee reasonably suspects Customer has violated this Agreement
• Required by government directive, export control requirements, or legal obligations
• Customer’s use of the Services poses a risk to WiseBee or other customers
• Customer accesses or attempts to access Result Content that is illegal in Customer’s jurisdiction
• Customer fails to cooperate with WiseBee in a lawful investigation or regulatory request related to use of the Services

10.2.3 For Convenience: Either party may terminate this Agreement with 90 days’ written notice.

10.3 Effect of Termination

Upon termination:

• Customer’s access to the Services will cease immediately
• Customer must cease all use of AI-Generated Content, Intelligence Data, and Result Content
• Customer must delete or destroy all Result Content in its possession or control
• WiseBee will delete Customer Data and Customer Inputs within 30 days unless legally prohibited
• WiseBee will provide a certification of deletion upon Customer’s written request, unless prohibited by law
• Customer remains liable for any violations of this Agreement that occurred prior to termination
• Survival provisions will remain in effect as specified below

10.4 Survival

The following provisions survive termination: Definitions, Intellectual Property (Section 5), Disclaimers (Section 6), Limitation of Liability (Section 7), Indemnification (Section 8), Data Handling upon Termination (Section 10.3), Result Content obligations, and General Provisions (Section 12).

11. Regulatory Compliance and AI Governance

11.1 Regulatory Compliance

WiseBee will:

• Comply with applicable AI governance frameworks, data protection laws (including GDPR, UK GDPR) and cybersecurity regulations (e.g., NIS2, DORA), and U.S. federal/state privacy laws
• Maintain appropriate certifications and compliance frameworks
• Provide reasonable assistance with Customer’s regulatory compliance efforts
• Notify Customer of material changes in regulatory requirements affecting the Services
• Cooperate with Customer’s legal and compliance teams during regulatory audits related to use of the Services

11.2 AI Transparency and Explainability

To the extent technically feasible and commercially reasonable, WiseBee will:

• Provide explanations for AI-Generated recommendations upon request
• Maintain documentation of AI Model training data and methodologies
• Offer insight into decision-making processes for critical security alerts
• Disclose limitations of AI logic, model training, and known risks when relevant to security outcomes
• Support Customer’s AI governance and audit requirements

11.3 Data Quality and Correction Process

11.3.1 Quality Assurance: WiseBee implements reasonable quality control measures for intelligence provided through the Services, but cannot guarantee complete accuracy of all data.Publicly Available Data may be incomplete, outdated, or subject to change without notice.

11.3.2 Error Reporting: Customer may report suspected data inaccuracies, false positives, or outdated information to WiseBee. WiseBee will investigate reported issues and take reasonable corrective action when warranted. WiseBee will document reported errors and corrective actions taken, where applicable.

11.3.3 Correction Limitations: WiseBee’s obligation to correct data quality issues is limited to reasonable efforts to improve accuracy and does not extend to guarantees of perfect data quality or specific correction timelines.No warranties are made regarding removal of false positives or real-time correction of third-party intelligence.

11.4 Result Content Incident Reporting

WiseBee will promptly notify Customer of:

• Security incidents affecting Customer Data or Services
• AI Model failures or significant accuracy degradations
• Suspected adversarial attacks against WiseBee’s AI systems
• Material changes to AI Model behavior or capabilities
• Any legal process or government inquiry related to Result Content accessed by Customer
• Governmental restrictions or takedown orders affecting access to intelligence or Result Content
• Significant disruptions to data sources that may affect intelligence quality

12. General Provisions

12.1 Force Majeure

Neither party is liable for delays or failures caused by events beyond reasonable control, including natural disasters, cyberattacks, government actions, pandemics, or AI system failures due to external factors.This includes outages caused by third-party data providers, cloud infrastructure failures, or denial-of-service attacks.

12.2 Governing Law and Dispute Resolution

12.2.1 Governing Law: This Agreement is governed by Delaware law for the U.S. Customers, the laws of England and Wales for UK Customers, and the laws of the EU Member State where the Customer is established for EU Customers, without regard to conflict of law principles.

12.2.2 Jurisdiction:

• For customers located in the United States: Disputes shall be resolved through binding arbitration in Delaware under the Commercial Arbitration Rules of the American Arbitration Association
• For customers located in the United Kingdom: Disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales
• For customers located in the European Union: Disputes shall be subject to the jurisdiction of the courts where Customer is domiciled, except that WiseBee retains the right to bring claims in any jurisdiction where enforcement is sought.

12.2.3 Injunctive Relief: Either party may seek injunctive relief in any court of competent jurisdiction for intellectual property violations, confidentiality breaches, unauthorized use of Result Content, or export control violations.

12.3 Assignment and Transfer

12.3.1 Customer Restrictions: Customer may not assign this Agreement without WiseBee’s prior written consent. Any merger, consolidation, or reorganization involving Customer (regardless of whether Customer survives) requires WiseBee’s prior written consent. Assignment in violation of this section is void.

12.3.2 WiseBee Rights: WiseBee may assign this Agreement to an Affiliate, successor entity, or in connection with a merger, acquisition, or sale of assets without Customer consent.

12.4 Modifications and Amendments

WiseBee may update this Agreement by providing 30 days’ written notice. Material changes affecting AI Model behavior, data handling, or liability allocation require Customer’s affirmative consent, particularly if they affect AI logic, regulatory responsibilities, or data protection obligations. Continued use of Services after the effective date constitutes acceptance of non-material modifications.

12.5 Severability and Waiver

If any provision is deemed unenforceable, the remainder of this Agreement remains in effect. Invalid provisions will be interpreted to reflect the parties’ original intent to the extent permitted by law. No waiver of any provision is effective unless in writing and signed by the waiving party.

12.6 Entire Agreement

This Agreement, together with any executed Order Forms, constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and communications relating to the subject matter. No oral or informal representations shall have legal effect unless expressly incorporated into this Agreement.

12.7 Publicly Available Data and Attribution

Customer acknowledges that WiseBee’s intelligence is derived from Publicly Available Data sources and that:

• Such data may be available to other cybersecurity and risk management providers
• WiseBee’s value lies in its proprietary analysis, AI processing, and intelligence synthesis
• Customer should not expect exclusive access to underlying public data sources
• WiseBee may reference publicly available information about Customer’s organization in its intelligence products

Customer acknowledges that AI technology is rapidly evolving, and this Agreement may require updates to address new technological capabilities, regulatory requirements, or industry standards. WiseBee will work collaboratively with Customer to address such developments while maintaining service continuity.

13. Contact Information and Legal Notices

For questions, notices, legal correspondence, or AI governance inquiries, contact:

WiseBee Hive Inc.
Delaware C Corporation
EIN: 33-4822569
Address: 1714 Memphis Street, Unit 409, Philadelphia, PA 19125, United States
General Inquiries: hello@wisebee.ai
Legal Email: legal@wisebee.ai
AI Ethics Email: ai-ethics@wisebee.ai
Security Incidents: security@wisebee.ai
DORA Compliance Inquiries: compliance@wisebee.ai

By accessing or using WiseBee’s AI-powered cybersecurity Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Use, including all AI-specific provisions, Result Content restrictions, and liability limitations contained herein. You further acknowledge that you understand the risks associated with accessing Result Content and accept full responsibility for compliance with all applicable laws.

Last Updated: July 24, 2025
Version: 2.0