Evaluation Terms of Service

These Evaluation Terms of Service (Evaluation Terms) govern any access to the AI-assisted legal collaboration platform operated by Donna Technologies Pty Ltd (ACN 691 287 457) (Donna, we, us) that is offered to a customer (Customer, you) without payment of a subscription fee. They apply to access provided through any free or trial tier of the Platform, including the Free, Free Trial and Pro Trial tiers, to any pilot or proof of concept arrangement, and to any access granted under an evaluation order form executed between the parties (an Evaluation Order Form).

The Evaluation Period is the period stated in the applicable Evaluation Order Form. If no period is stated, or if access is obtained through a self-service free or trial tier, the Evaluation Period is fourteen (14) days starting on the date on which an Authorised User first accesses the Platform under that tier or arrangement. The parties may extend the Evaluation Period in writing. We may also extend the Evaluation Period unilaterally by notice to the Customer, on the same terms.

By accessing the Platform during the Evaluation Period, the Customer accepts these Evaluation Terms. The person accepting these Evaluation Terms warrants that they have authority to bind the Customer.

The following documents are incorporated into and form part of these Evaluation Terms during the Evaluation Period:

• the Acceptable Use Policy, which applies to all use of the Platform by the Customer and its Authorised Users; and
• the Privacy Policy, which describes how we handle Personal Information.

If the Customer or any of its Authorised Users uploads or otherwise submits real Personal Information or real client confidential information to the Platform during the Evaluation Period, the Data Processing Addendum and the Data Transfers Addendum also apply and are incorporated into these Evaluation Terms in respect of that data. If the Customer uses only synthetic, anonymised or de-identified test data during the Evaluation Period, those addenda are not necessary and do not apply.

Defined terms used but not defined in these Evaluation Terms have the meanings given to them in the Platform Agreement. References in these Evaluation Terms to Customer Data, Input, Output, Authorised User, Personal Information, Subprocessor, Order Form and Confidential Information have the meanings given in the Platform Agreement.

During the Evaluation Period we will make the Platform available to the Customer and its Authorised Users for evaluation purposes only. The features, modules, usage limits and Authorised User counts available to the Customer during the Evaluation Period are those described in the applicable Evaluation Order Form or, in the case of self-service tiers, those advertised for that tier from time to time. We may make additional features available, or restrict features, at our discretion.

No service level commitments apply during the Evaluation Period. The service level commitments set out in our Platform Agreement and any associated support and service level schedule do not apply to evaluation use, and the Platform is provided during the Evaluation Period on an AS IS and AS AVAILABLE basis, subject to the Australian Consumer Law and any other rights that cannot be lawfully excluded.

We may at any time and without liability suspend, restrict, modify or discontinue any evaluation feature, tier or Evaluation Order Form, change usage limits, or limit the volume or rate of requests made to the Platform during the Evaluation Period. We will use reasonable efforts to give the Customer advance notice of material changes that affect a paid pilot governed by an Evaluation Order Form, but no notice is required for changes to free or self-service trial tiers.

The Customer must, and must ensure that each Authorised User must:

• use the Platform during the Evaluation Period only to evaluate the Platform for potential paid use, and not for production legal work or live client matters, except where production use during a pilot is expressly permitted by an Evaluation Order Form;
• limit usage to a reasonable volume of test data and to the Authorised User counts set out in the Evaluation Order Form or the relevant tier;
• refrain from uploading or submitting real client confidential information, real legal advice, real privileged communications or other sensitive Customer Data to the Platform during the Evaluation Period, unless the Customer consciously accepts the risks of doing so during evaluation, has the right to do so under its own professional and contractual obligations, and the Data Processing Addendum is in effect under section 2;
• comply with the Acceptable Use Policy and these Evaluation Terms, including keeping account credentials secure and being responsible for all activity performed through the Customer's accounts;
• not use the Platform during the Evaluation Period to benchmark, build a competing product, train a competing model, or otherwise act in bad faith towards the evaluation arrangement; and
• cooperate reasonably with us in respect of evaluation feedback, structured check-ins, and any reasonable request for information about how the Platform is being used during the Evaluation Period.

Where the Data Processing Addendum applies under section 2, Customer Personal Information uploaded to the Platform during the Evaluation Period is handled in accordance with that addendum and the Privacy Policy. Where the Data Processing Addendum does not apply because no real Personal Information has been uploaded, the Customer is responsible for ensuring that data submitted during the Evaluation Period is synthetic, anonymised or de-identified.

Throughout the Evaluation Period, the Customer may export Customer Data using the standard export tools available within the Platform. We do not charge for export during the Evaluation Period.

Unless the Evaluation Period is converted into a paid subscription under section 13, we will delete Customer Data submitted during the Evaluation Period from live production systems within thirty (30) days of the end of the Evaluation Period, subject to the retention rights set out in section 12. The Customer may request earlier deletion at any time during or after the Evaluation Period by notice to legal@bydonna.ai, and we will action that request within a reasonable period.

We grant the Customer a limited, non-exclusive, non-transferable, non-sublicensable right for its Authorised Users to access and use the Platform during the Evaluation Period solely for the evaluation purposes set out in section 4. No other licence is granted, expressly or by implication. All intellectual property rights in the Platform, the underlying software, the user interface, our documentation, our prompt and tool design, and any improvements to any of them, remain the property of Donna and our licensors.

As between the parties, the Customer retains ownership of its Inputs, and the Customer owns any Output generated by the Platform from those Inputs, on the terms equivalent to those set out in the Platform Agreement and subject to the Customer's compliance with these Evaluation Terms and the Acceptable Use Policy. The Customer is responsible for reviewing all Output before relying on it for any purpose.

The Customer grants Donna a perpetual, worldwide, royalty-free, transferable and sublicensable licence to use any feedback, suggestions, ideas, evaluation observations, bug reports and feature requests provided by the Customer or its Authorised Users in respect of the Platform, for any purpose, including improving the Platform. This feedback licence survives termination of these Evaluation Terms.

Each party may receive Confidential Information of the other party in the course of the Evaluation Period. Each party must:

• hold the other party's Confidential Information in confidence and use at least the same degree of care as it uses to protect its own confidential information of similar importance, and in any event no less than reasonable care;
• use the other party's Confidential Information only for the purpose of performing its obligations and exercising its rights under these Evaluation Terms; and
• disclose the other party's Confidential Information only to its personnel, advisers and contractors who have a need to know it and who are bound by confidentiality obligations no less protective than those in this section.

These confidentiality obligations apply during the Evaluation Period and for a period of three (3) years after the end of the Evaluation Period, except in respect of trade secrets, which are protected for so long as they remain trade secrets, and Personal Information, which is protected for so long as it remains subject to the Privacy Act 1988 (Cth).

Each party warrants that it has the authority to enter into and perform these Evaluation Terms, and that it will act in good faith during the Evaluation Period. Otherwise, and to the maximum extent permitted by law, the Platform is provided to the Customer during the Evaluation Period on an AS IS and AS AVAILABLE basis, without warranties of any kind, whether express, implied, statutory or otherwise. We do not warrant that the Platform will be uninterrupted or error-free, that defects will be corrected, that any Output will be accurate, complete or fit for any particular legal use, or that the Platform will meet the Customer's specific requirements.

The exclusions in this section are subject to the Australian Consumer Law and to any other law that implies guarantees, conditions or warranties that cannot be lawfully excluded.

Nothing in these Evaluation Terms excludes, restricts or modifies any consumer guarantee, right or remedy conferred by the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) (the ACL) or any other law that cannot be excluded, restricted or modified by agreement.

To the extent that the Customer's acquisition of the Platform during the Evaluation Period is an acquisition of services that is not of a kind ordinarily acquired for personal, domestic or household use or consumption, our liability for failure to comply with a non-excludable consumer guarantee is, to the extent permitted by section 64A of the ACL, limited at our election to the supply of the services again or the payment of the cost of having the services supplied again.

The Customer accepts that the Platform is provided during the Evaluation Period for evaluation purposes only and that the limits set out in this section reflect the no-fee or low-fee nature of evaluation use and the corresponding allocation of risk between the parties.

Subject to the rest of this section and to the Australian Consumer Law, neither party is liable to the other for any indirect, consequential, special, incidental or punitive loss, or for any loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity, loss of goodwill, or loss or corruption of data, in each case arising out of or in connection with these Evaluation Terms or the Customer's evaluation of the Platform, whether the claim is brought in contract, tort (including negligence), under statute or otherwise.

For clarity, the caps in paragraphs (a) and (b) operate independently of, and do not stack on top of, any caps that subsequently apply under the Platform Agreement on conversion to a paid subscription. On conversion, the caps in the Platform Agreement apply to the paid subscription period.

These Evaluation Terms commence on the date on which the Customer or any of its Authorised Users first accesses the Platform during the Evaluation Period and, unless terminated earlier in accordance with this section, end at the end of the Evaluation Period.

Either party may terminate these Evaluation Terms at any time during the Evaluation Period by notice in writing to the other party. Termination by the Customer takes effect on the date specified in the notice or, if no date is specified, on receipt by Donna. Termination by Donna takes effect on the date specified in the notice.

We may terminate these Evaluation Terms with immediate effect by notice to the Customer if the Customer or any of its Authorised Users breaches these Evaluation Terms, the Acceptable Use Policy or the Data Processing Addendum, or uses the evaluation tier in bad faith, including for production work outside the scope permitted by section 4, for benchmarking or competitive intelligence purposes, or in a manner that we reasonably consider poses a security or reputational risk to Donna or its other customers.

On termination or expiry of these Evaluation Terms, the Customer's and its Authorised Users' right to access and use the Platform under these Evaluation Terms ceases immediately. The Customer must promptly stop using the Platform.

For a period of fourteen (14) days following termination or expiry, we will continue to make the standard export tools available to the Customer so that the Customer can export its Customer Data. After that fourteen-day window we will securely delete Customer Data from live production systems within the timeframe set out in section 5, subject to the retention rights set out below.

We may retain (i) usage data and audit logs generated by the Platform in respect of the Evaluation Period for our internal security, billing, audit and compliance purposes, and (ii) backup copies of Customer Data that remain in our backup systems for the duration of our standard backup cycle, in each case handled in accordance with the Privacy Policy and, where applicable, the Data Processing Addendum.

The provisions of these Evaluation Terms that by their nature are intended to survive termination, including sections 6 (Intellectual property), 7 (Confidentiality), 8 (Warranties), 9 (Australian Consumer Law), 10 (Limitation of liability during evaluation), 12 (Effect of termination), 14 (Governing law and jurisdiction) and 15 (General), survive termination or expiry.

The Customer may convert its evaluation use of the Platform into a paid subscription by executing an Order Form with Donna. On the effective date of that Order Form (the Conversion Date):

• these Evaluation Terms cease to apply to the Customer's use of the Platform and are superseded in their entirety by the Platform Agreement, the Order Form and any other terms incorporated into the Platform Agreement;
• any Customer Data that was uploaded to the Platform during the Evaluation Period and that the Customer elects to carry forward continues to be hosted on the Platform and is, from the Conversion Date, governed by the Data Processing Addendum and the other data handling provisions of the Platform Agreement; and
• the liability caps in section 10 of these Evaluation Terms cease to apply prospectively. Liabilities accrued during the Evaluation Period remain subject to the caps in section 10 as at the time the relevant event giving rise to liability occurred.

For the avoidance of doubt, conversion to a paid subscription does not waive, release or extinguish any claim that either party has in respect of conduct during the Evaluation Period.

These Evaluation Terms are governed by the laws of New South Wales, Australia. The parties submit to the exclusive jurisdiction of the courts of New South Wales and the courts competent to hear appeals from them, except as set out in the next paragraph.

Where the Customer is incorporated outside Australia and an Evaluation Order Form has been executed, the parties may instead elect arbitration administered by the Australian Centre for International Commercial Arbitration (ACICA) on the terms set out in the Platform Agreement, in which case the relevant provisions of the Platform Agreement apply during the Evaluation Period as if set out in full in these Evaluation Terms.

Notices. Notices to Donna under these Evaluation Terms must be sent to legal@bydonna.ai. Notices to the Customer may be sent to the email address used by the Customer to register for the Evaluation Period or, where an Evaluation Order Form has been executed, to the contact address set out in that Order Form.

Assignment. The Customer may not assign or novate these Evaluation Terms or any of its rights or obligations under them without our prior written consent. We may assign or novate these Evaluation Terms to an affiliate or to a successor in connection with a merger, acquisition, corporate reorganisation or sale of all or substantially all of our assets, on notice to the Customer.

Severability. If any provision of these Evaluation Terms is held by a court or other body of competent jurisdiction to be invalid, unenforceable or illegal, that provision is to be read down to the extent necessary to make it valid and enforceable or, if it cannot be read down, severed from these Evaluation Terms, without affecting the remaining provisions.

Waiver. A failure or delay in exercising a right under these Evaluation Terms does not operate as a waiver of that right. A single or partial exercise of a right does not preclude any further exercise of that right or the exercise of any other right.

Entire agreement. These Evaluation Terms, together with the documents incorporated under section 2 and any applicable Evaluation Order Form, constitute the entire agreement between the parties in respect of the Evaluation Period and supersede all prior representations, understandings and agreements between the parties in respect of that subject matter. On the Conversion Date, the Platform Agreement supersedes these Evaluation Terms in accordance with section 13.

Counterparts and electronic acceptance. Where an Evaluation Order Form is signed, it may be executed in counterparts and by electronic signature. Click-through acceptance of these Evaluation Terms by an Authorised User who has authority to bind the Customer is binding on the Customer.