Terms of Service

Thank you for selecting the Services offered by Ripple Technologies LTD (referred to as “Ripple”, “we”, “our”, or “us”). Review these Terms of Service (“Agreement”) thoroughly. This Agreement is a legal
agreement between you and Ripple. By accepting electronically (for example, by ticking an “Accept” radio button) or by installing, registering on the platform, accessing or using the Services, you agree to these terms. If you do not agree to this Agreement, then you may not use the Services. 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 and its affiliates to these terms and conditions as its authorized representative, in which case the terms “you” or “your” will refe to such entity and its affiliates as well as to you.
If the legal entity that you represent does not agree with these terms and conditions, you must not accept this Agreement, register, and use or access the Services as an authorized representative.

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A. GENERAL TERMS

[May 2023]

1. SERVICES.

Note: Upon signature, this
Change Request shall form part of the Agreement and supersede any prior
conflicting terms.

Each of the following products and services are referred to in this Agreement as a “Service” and together as the “Services”:

Ripple Core Platform is an online or mobile solution for companies of all sizes to perform and or automate business tasks through an online account. Each account to access the Services may only be used to support one business and can have different functionality, numbers of Administrator Users, Additional Users or Modules depending on the Account Type used or purchased. The Ripple Core Platform is accessed either by the provision of a phone number, email address, WhatsApp interface or other mechanism communicated by the Ripple team;
Modification to Services. We have the right, in our sole discretion, to revise, update, or otherwise modify the Services or alter your access to the Services; and for material changes, to the extent reasonably possible, we will provide you with reasonable notice posted on the website hosting the
Services. Note that we may modify the amount of storage space you have through the Services and the number of times (and the maximum duration for which) you may access the Services in a given period of time. In the event we need to maintain the security of the system or comply with any laws or regulations, we reserve the right to modify the Services immediately, and to provide the Administrator with electronic or written notice within thirty (30) days after any material modifications. You may reject any changes to the Services by discontinuing use of the Services to which such changes relate. Your continued use of the Services will constitute your acceptance of and agreement to such changes.

2. AGREEMENT.

This Agreement describes the terms governing your use of the Services. It includes by reference:

Ripple

Ripple’s Privacy Statement
Additional Terms and Conditions, which may include those from third parties.
Any terms provided separately to you for the Services, including product or program terms, ordering, activation, payment terms, data processing agreements, etc.
You must be at least 18 years of age to use our Services. By accessing or using our Services you agree that:
- You can form a binding contract with Ripple;
- You are not a person who is prohibited from receiving the Services under the laws of the United States, England, Wales, European Union, any member state of the European Union or European Economic Area or any other applicable jurisdiction; and
- You will comply with this Agreement and all applicable local, state, national, and international laws, rules, and regulations, including import and export regulations.

3. YOUR RIGHTS TO USE THE SERVICES.

3.1 The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described by Ripple. Ripple reserves all
other rights in the Services. Until termination of this Agreement and as long as you meet any applicable payment obligations and comply with this Agreement, Ripple grants to you a personal, limited, nonexclusive, nontransferable right and licence to use the Services.

3.2 You agree not to use, nor permit any third party to use, the Services or content in a manner that violates any applicable law, regulation or this Agreement. Unless otherwise permitted under applicable law, you agree you will not:

Provide access to or give any part of the Services to any unauthorised third party.
Reproduce, modify, copy, deconstruct, sell, trade, lease, rent or resell the Services.
Decompile, disassemble, or reverse engineer the underlying software or products that
support the Services.
Make the Services available on any file-sharing or application hosting service.

Customer

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4. PAYMENT.

For services offered on a payment or subscription basis, the following terms apply if you are the User paying for the Services, unless Ripple or its third party affiliate notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms
provided to you on the website for the Services or otherwise:

Date

Payments will be billed to you by Ripple in Euros (€), Pounds Sterling (£), U.S. Dollars ($), or other currencies which may be made available (plus any and all applicable taxes, including without limitation VAT and GST) as shown in the product ordering and subscription terms, and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Services.
You must pay with one of the following:

Signature

A valid credit card acceptable to Ripple;
A valid debit card acceptable to Ripple;
Sufficient funds in a checking or savings account to cover an electronic debit of the payment due; or
By another payment option Ripple provides to you in writing.

Name

If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse your use of the Services.
If you do not notify us of updates to your payment method (e.g. credit card expiration date), to avoid interruption of the Services, we may participate in programs supported by your card provider (e.g. updater services, recurring billing programs, etc.) to try to update your payment information, and you authorise us to continue billing your account with the updated information that we obtain.
Ripple will automatically renew your monthly or annual services at the then-current rates, unless the Services are cancelled or terminated under this Agreement.
Additional cancellation or renewal terms may be provided to you on the website for the Services.
You agree you may receive invoices for the Services in an electronic form.
In the event that any payments, price and/or amount payable by you to Ripple is subject to (i) any withholding or similar tax; or (ii) any tax (including without limitation VAT and GST) or other tax or levy not collected by Ripple; or (iii) any other tax or other government levy of whatever nature, the full amount of that tax or levy shall be solely your responsibility, and shall not reduce the amount to which Ripple is entitled under this Agreement. You agree to indemnify and hold Ripple harmless against any and all claims by any competent tax authority related to any such withholding or similar taxes, and any penalties and/or interest thereon.

Party

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5. Approval

4.1 Fees

[Yes / No] – List any technical
or third-party dependencies:

The Fees for the Services described are based on the pricing models and terms below. The variables, and amounts of the Fees, will be set out in each Order Form.

Dependencies

[Low / Medium / High] – Details
of any technical or operational risks:

For this Ripple Service…

Risk Assessment

The Fee is based on…

[Yes / No] – Estimated
implementation duration:

And is payable:

Timeline Impact

Ripple Automate

[Yes / No] – Updated Pricing (if
applicable):

Number of AI Agents and
the activities they are required to do

Cost/Fee Impact

Annually in advance, from
the Order Start Date

[Yes / No] – Details:

Scope Impact

The Customer may request additional AI Agents and activities (or other changes
to the scope) under the Change Request process, and by paying Ripple’s
then-current fees for any additional scope.

Description

Any discounts to fees (e.g. Preferred Customer Discount) will only be applicable for the first 12 months of a contract Term.

Category

4. Impact Assessment (to be completed by Ripple)

5. USE WITH YOUR MOBILE DEVICE.

[DD/MM/YYYY] When should the change take effect (if approved)?

Use of these Services may be available through a compatible mobile device, the Internet, and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider.

3. Requested Effective Date

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Provide justification or business case for the change.

RIPPLE MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO:

2. Reason for Change

THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS
TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION;
ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION
SERVICES; AND
ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY
DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.

Describe the nature of the requested change in detail (e.g. Process description, new module, increase in
the number of Agents, New Agent Roles, New Agent Skills, other modification of
service scope).

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1. Change Description

6. DATA PROCESSING AND PRIVACY.

6.1. Data Processing and Privacy. (a) Ripple is the Processor of the personal information it processes about you when you use the Services and (b) You acknowledge that Ripple will process your personal information as described in our Privacy Statement when you use our Services.

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[Name, Role, Email, Phone]

7. CONTENT

Contact Person:

7.1 You are responsible for your content. You are responsible for all materials, data, and personal information (“Content”) uploaded, created, posted or stored through your use of the Services, this
includes any Artificial Intelligence (AI) generated content that you then use, publish or copy. You grant Ripple a worldwide, royalty-free, non-exclusive licence to host and use any Content provided through your use of the Services. Archive your Content frequently. You are responsible for any lost or unrecoverable
Content. You must provide all required and appropriate warnings, information and disclosures. Ripple is not responsible for the Content or data you create either by yourself or by using the AI components of the Services and/or submit through the Services. You agree not to use, nor permit any third party to use,
the Services to upload, create, post, distribute, link to, publish, reproduce, engage in, promote or transmit any of the following:

[Customer / Ripple]

Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that is excessively violent, incites or threatens violence,
encourages “flaming”, trolling, insulting or other prohibited behaviour towards others, or criminal or civil liability under any local, state, federal or foreign law;
Content that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes, or may constitute, a breach of any individual’s privacy, is unfair or deceptive, or creates a safety or health risk to an individual or the public;
Except as permitted by Ripple in writing, investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or spamming or flooding;
Virus, trojan horse, worm or other disruptive or harmful software or data; and
Any information, software or Content which is not legally yours and without
permission from the copyright owner or intellectual property rights owner.

Submitted By:

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[DD/MM/YYYY]

7.2
Factual accuracy -Content must not be untrue, false, inaccurate or misleading. Statements of fact contained in Content and relating to persons (legal or natural) must be true; and statements of opinion contained in Content and relating to persons (legal or natural) must be reasonable, be honestly held and indicate the basis of the opinion.

Date Submitted:

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(Assigned by Ripple)

7.3
Data mining – You must not conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Services.

Change Request ID:

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7.4
Harmful software – The Content must not contain or consist of, and you must not promote, distribute or execute by means of the Services, any viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications or technologies.

Appendix 1 Change Request Form

The Content must not contain or consist of, and you must not promote, distribute or execute by means of the Services, any software, programs, routines, applications or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer.

7.5 Restricted Use of the Services. You shall not, and shall not permit any users of the Services or any other party to, engage in, solicit, or promote any activity that is objectionable or may be illegal, violates the rights of others, is likely to cause notoriety, harm or damage to the reputation of Ripple or could subject Ripple to liability to third parties, including:

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8.13 Governing Terms. These Terms are subject to, and incorporated into, the Agreement between Ripple and Customer. In the event of any conflict between these Terms and the Agreement, these Terms shall
govern solely with respect to Customer’s use of an AI Agents.

(i) unauthorised access, monitoring, interference with, or use of the Services or third party accounts, data, computers, systems or networks;

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(ii) interference with others’ use of the Services or any system or network, including mail bombing, broadcast or denial of service attacks;

8.12 Suspension and Termination. Ripple may suspend or terminate Customer’s access to an AI Agent upon notice if: (a) Customer breaches these Terms; (b) use of an AI Agent poses a regulatory, legal, or
security risk to Ripple as determined by Ripple in its sole discretion; or (c) Ripple discontinues an AI Agent in its discretion.

(iii) unauthorised collection or use of personal or confidential information, including phishing, pharming, spidering, and harvesting;

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(iv) viewing or other use of any Content that, in Ripple’s opinion, is prohibited under this Agreement;

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8.11 Service Availability. An AI Agent is provided on an “as-is” and “as-available” basis. No uptime or
service-level guarantees apply to an AI Agent, and it may be suspended or discontinued at Ripple’s discretion.

(v) any other activity that places Ripple in the position of fostering, or having potential or actual liability for, illegal activity in any jurisdiction; or

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(vi) attempting to probe, scan, penetrate or test the vulnerability of a Ripple system or network or to breach Ripple’s security or authentication measures, whether by passive or intrusive techniques. Ripple
reserves the right to not authorise and may terminate your use of the Services based on reasonable suspicion of your activities, business, products or services that are objectionable or promote, support or engage in any of the restricted uses described above.

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8.10 Limitation of Liability. Notwithstanding anything to the contrary in the Agreement, Ripple’s total aggregate liability arising from or related to an AI Agent, including, without limitation, any claims, to
the extent not otherwise disclaimed under these Terms, related to use or misuse of Customer Data by an AI Agent, model outputs, or Customer’s reliance on AI-generated results, shall not exceed the total fees paid by Customer to Ripple for an AI Agent or Agents in the twelve (12) months immediately preceding the
event giving rise to liability. This limitation shall not apply to (i) liability arising from Ripple’s gross negligence or intentional misconduct, or (ii) claims subject to the Agreement’s existing data breach liability cap. For clarity, Ripple shall not be liable for the actions or omissions of third-party model providers, including cloud infrastructure or model providers such as OpenAI or Amazon Bedrock, acting in accordance with their standard terms.

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7.6 Community forums. The Services may include a community forum or other social features to exchange Content and information with other users of the Services and the public (“Community Forum”). Ripple does not support and is not responsible for the Content in these Community Forums. Please use respect when you interact with other users in a Community Forum. Do not reveal confidential or other information that you do not want to make public. Users may post hypertext links to content of third parties for which Ripple is not responsible.

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7.7 Ripple may freely use feedback you provide.
You agree that Ripple may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant Ripple a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free
licence to use the feedback you provide to Ripple in any way.

Amazon Web Services, Inc., (including the use of Amazon Bedrocks ervices for access to foundation models under AWS management), Microsoft, OpenAI, Deepgram, Google and AssemblyAI

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7.8 Ripple may monitor Content. Ripple may, but has no obligation to, monitor, review or edit Content or access or use of the Services. We may disclose any information necessary to satisfy our legal obligations, protect Ripple or its customers, or operate the Services properly. Ripple, in its sole discretion, may refuse to post, remove, or refuse to remove, or disable, any Content, in whole or in part, that is alleged to be, or
that we consider to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.

8.9 Subprocessors. Customer acknowledges and consents to Ripple’s use of third-party service providers (subprocessors) to support the operation of AI Agents. Without limiting the foregoing, Customer
expressly consents to the engagement of the following subprocessors:

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8. ADDITIONAL TERMS

8.8 Security and Data Use. Ripple will not use Customer Data for model training. Customer acknowledges that inputs and outputs may be transmitted to third-party model providers solely for the purpose of generating responses.

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8.1 Ripple does not give professional advice. Unless specifically included with the Services, Ripple is not in the business of providing technical, regulatory, legal, financial, accounting, tax, health care, real estate or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.

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8.2 We may tell you about other Ripple services. You may be offered other services, products, or promotions by Ripple. Additional terms and conditions and fees may apply.

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8.7 Model Updates and Evolution. Ripple may modify, upgrade, or replace the underlying models, orchestration logic, or user interface of an AI Agent at any time. Customer is responsible for testing and validating continued use following any such updates.

8.3 Communications. Ripple may be required by law, or to enable the normal functioning Services, to send you communications about the Services or third party products. You agree that Ripple may send these
communications to you via email or by posting them on our websites.

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8.4 You will manage your passwords and accept updates. You are responsible for securely managing your password(s) for the Services and to contact Ripple if you become aware of any unauthorized access to your account. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. You agree to receive these updates.

8.6 Regulatory Disclaimer. Ripple does not represent or warrant that an AI Agent complies with or satisfies any regulatory requirement. An AI Agent is provided solely as a tool to support Customer’s
internal processes. Customer must independently determine the suitability of an AI Agent for its regulatory obligations.

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8.5 Retention of records. You are responsible to retain, as required under any applicable law or standard, all of your documents. Except to the extent required by law, Ripple has no obligation to store, maintain or provide to you any information or documents you provide to Ripple.

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8.6 Marketing – You agree to engage in joint marketing activities with Ripple to promote the activities defined in this Agreement. Any such marketing must be mutually agreed between the Parties before any use. Non exhaustive examples of such marketing activities include; press releases, website testimonials, case studies, conference speaking etc (c) an AI Agent does not constitute legal, compliance, or regulatory advice.

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9. DISCLAIMER OF WARRANTIES

(b) Ripple disclaims all liability arising from Customer’s reliance on AI Agent outputs; and

9.1 YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RIPPLE, ITS AFFILIATES, AND ITS AND THEIR THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY,“SUPPLIERS”) DISCLAIM ALL WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OF CONTENT IN OR LINKED TO THE SERVICES. RIPPLE AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. TO THE EXTENT PERMITTED BY THE APPLICABLE LAWS OF ENGLAND AND WALES, ANY IMPLIED WARRANTIES IN RESPECT TO THE SERVICES, SOFTWARE, AND CONTENT ARE LIMITED
TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS
SOONER.

(a) Outputs from an AI Agent are generated by probabilistic machine learning models and may contain errors, omissions, or inaccuracies;

9.2 RIPPLE, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS. RIPPLE DOES NOT REPRESENT THAT THE SERVICES AND/OR CONTENT WITHIN THE SERVICES IS APPROPRIATE OR AVAILABLE FOR USE IN ALL JURISDICTIONS OR COUNTRIES. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES AND ACCESS TO THE SERVICES IN YOUR JURISDICTION IS IN ACCORDANCE WITH APPLICABLE LAW.

8.5 Output Limitations. Customer acknowledges that:

10. LIMITATION OF LIABILITY AND INDEMNITY.

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TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF RIPPLE, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, RIPPLE, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF
THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET RIPPLE SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF RIPPLE AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF RIPPLE, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE. NOTWITHSTANDING THE FOREGOING, NO PROVISION OF THIS AGREEMENT SHALL EXCLUDE OR LIMIT LIABILITY TO THE EXTENT THAT SUCH EXCLUSION OR LIMITATION IS PROHIBITED BY THE APPLICABLE LAWS OF ENGLAND AND WALES AND FOR THE AVOIDANCE OF DOUBT RIPPLE DOES NOT EXCLUDE LIABILITY FOR: (I) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR THE NEGLIGENCE OF ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS; (II) FRAUD OR FRAUDULENT MISREPRESENTATION; (III) ANY OTHER LIABILITY WHICH CANNOT BE LAWFULLY EXCLUDED BY CONTRACTUAL AGREEMENT OF THE PARTIES.

(d) Complying with all applicable regulatory obligations arising from its use of an AI Agent.

You agree to indemnify and hold Ripple and its affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys’ fees and costs, arising out of your use of the
Services or breach of this Agreement (collectively referred to as “Claims”). Ripple reserves the right, in its sole discretion and at its own expense, to assume the exclusive defence and control of any Claims. You agree to reasonably cooperate as requested by Ripple in the defence of any Claims.

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(b) Validating, interpreting, and reviewing AI Agent outputs before taking any action in reliance on them;

11. CHANGES.

(a) Ensuring that inputs submitted to an AI Agent are accurate, lawful, and appropriate;

We reserve the right to change this Agreement at any time, and the changes will be effective when posted through the Services, on our website for the Services or when we notify you by other means. We may also
change or discontinue the Services, in whole or in part. Your continued use of the Services indicates your agreement to the changes.

8.4 Customer Responsibilities. Customer is solely responsible for:

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11.1 Change Request Process

(d) Uses an AI Agent to train, develop, or benchmark competing machine learning models without Ripple’s prior written consent. Customer acknowledges that outputs from an AI Agent are not intended to serve as the sole basis for pricing, regulatory filings or compliance decisions without appropriate human validation and assumes all risk associated with such use.

11.1.1. Purpose

This Change Request section sets out the process to request, evaluate, approve, and implement changes to the Services provided under the main Agreement between Ripple and the Customer.

(b) Inputs, uploads, or transmits information that is classified, subject to data privacy, banking secrecy or export restrictions, or otherwise requires special handling without all necessary authorizations;

11.1.2. Change Request Initiation

(a) Violates applicable laws, regulations, or guidance (including but not limited to data protection, export control, or financial regulatory laws);

The Customer may initiate a Change Request by submitting a written proposal (see Appendix 1 Change Request Form) that clearly outlines:

8.3 Use Restrictions. Customer agrees not to use an AI Agent in any manner that:

The nature and details of the required change (e.g. scope, functionality, number of Agents, new Roles, new Skills or number of Jobs (e.g. number of emails processed).
The reason for the change.
The requested implementation timeline.

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11.1.3. Change Evaluation

8.2 Third-Party Model Disclaimer. Customer acknowledges that an AI Agent leverages third-party LLMs and infrastructure. Ripple does not control or develop these foundational models
and makes no representations or warranties regarding their accuracy, reliability, behavior, or performance.

Upon receipt of a
Change Request:

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Ripple shall evaluate the technical,
commercial, and operational implications of the proposed change.
Ripple shall provide the Customer with a
written Change Impact Statement within ten (10)
business days, detailing:

8.1 Purpose and Scope. An AI Agent is an optional feature designed to support Customer’s manual processes and workflows through orchestration of actions and responses powered by third-party large language models (LLMs).

o The impact on fees (if any);

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o Any updates to timelines;

By accessing or using an AI Agent, Customers agree to be bound by these Terms, as they may be updated from time to time. Ripple reserves the right to modify these Terms at its discretion, with such changes being effective upon notice to Customers or upon publication on the Ripple platform.

o Resource or support requirements;

In the event of any conflict or inconsistency between these Terms and any other agreement, including but not limited to the MSA, SOW or OF, these Terms shall prevail solely with respect to the use, operation, and provision of an AI Agent. Capitalized terms not defined herein have the meanings set forth in the Agreement.

o Any risks or limitations; and

These Ripple AI Agent Online Terms of Service (“Terms”) specifically govern the use and provision of the “Ripple AI Agents” feature (the “AI Agent”) offered by Ripple. These Terms are incorporated by reference into, and supplement, either Master Services Agreements (“MSA”), Statements of Work (“SOW”), Order Forms (“OF”) and any other agreements between Ripple and Customer (as defined in the applicable SOW,
MSA or OF).

o An updated version of the affected contract
terms or Service Description (if applicable).

8. RIPPLE AI AGENTS

o A Change Request Form detailing the required
changes

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We may provide you with the opportunity to communicate with other Users within the Services, or with other third parties through the Services (“Communication Services”). You may choose whether or not you would like to use the Communication Services. You agree that you have received permission to communicate with any third parties who are not Users through the Communication Services, and that such third parties have agreed to Ripple’s use and disclosure of data available in the Communication Services in accordance with this Agreement. Users who you communicate with may have access in the
future to the data provided through the Communication Services, and you may not have the ability to restrict that access. Ripple’s systems may extract certain data (e.g., numbers, names, or attachments) from the Communication Services and provide it to you in other parts of the Services.

11.1.4. Change Approval

7. COMMUNICATION SERVICES.

No Change Request shall be binding unless:

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Both parties agree in writing (which
will be through signing the Change Request Form by authorized
representatives of both parties.), and

We may use third parties in the operation of our Services or to perform any of our obligations in this Agreement (each a “Service Provider”). In order for our Service Providers to be able to provide you with
certain aspects of the Services, we may share your data or Content with such Service Provider.

· Once signed this Change Request Form will be an Approved Change,

6.4. Service Providers.

Approved Changes shall become part of this Agreement and supersede the
relevant prior terms where applicable.

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We do not guarantee that you will be able to use the Data Receipt Service with any specific products or services. You will only have access to the Data Receipt Services during the period for which you have paid
for a subscription. Third Party Products may make changes to their websites, with or without notice to us, that may prevent or delay aggregation of data or the overall performance of the Data Receipt Service. Your most recent data from a Third Party Product or Ancillary Service may not always be available in the
Services. Any data obtained through the Data Receipt Service will be made available in the Services, and will be subject to the terms and conditions of this Agreement, including our Privacy Policy.

11.1.5. Emergency Changes

You agree that you will (i) review and comply with all Third Party Product and Ancillary Service terms and conditions before you access the Data Receipt Services, and (ii) not use the Data Receipt Services in any manner that would infringe or violate the rights of Ripple or any other party, or in furtherance of criminal, fraudulent or other unlawful activity. In the event that any Third Party Product charges for access to data, you agree that you are responsible for any fees due and owing. You agree that the providers of the Third Party Products, and not Ripple, are solely responsible for their own actions or inactions. Ripple is not liable for any damages, claims or liabilities arising out of or related to any Third Party Products.

Ripple reserves the right to implement emergency changes without prior
approval where necessary to:

We may provide you with the opportunity to transfer certain data from a Third Party Product or an Ancillary Service to these Services (the “Data Receipt Service”). You may need to be an active subscriber of the Third Party Product or Ancillary Services to use the Data Receipt Service. In order to access a Third Party Product or an Ancillary Service on your behalf, you may need to provide us with your Login Details. You hereby represent that you have the authority to provide the Login Details to Ripple and you expressly appoint Ripple as your, or the third party who owns the Login Details’, agent with limited power of attorney to access any Third Party Products or Ancillary Services and retrieve data on your behalf. With respect to each Data Receipt Service, you grant Ripple the right to transfer data to the Services, and to reformat and
manipulate your data as reasonably necessary for the data to function with the Services. After the transfer occurs, your original data and Content may not remain in the Third Party Product or the Ancillary Services; please review the terms of those products and services to confirm.

Maintain security;
Comply with law or regulation; or
Resolve a critical service failure.

6.3. Data Receipt Service.

Ripple shall notify the Customer as soon as practicable after any
emergency change.

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11.1.6. General

You agree that you will (a) review and comply with all Third Party Product or Ancillary Service terms and conditions before you access the Data Transfer Service, and (b) not use the Data Transfer Service in any manner that would infringe or violate the rights of Ripple or any other party, or in furtherance of criminal, fraudulent or other unlawful activity. We do not guarantee that you will be able to use the Data Transfer Service with any specific products or services. You will only have access to the Data Transfer Services during the period for which you have paid for a subscription. Third Party Products may make changes to their websites, with or without notice to us, that may prevent or delay the overall performance of the Data Transfer Service.

All Change Requests, responses, and approvals shall be tracked by both
parties and retained as part of the contractual documentation for audit and
compliance purposes.

We may provide you with the opportunity to transfer your account Content from the Services to certain supported online Third Party Products or other online Ripple services (the “Ancillary Services”) that you
sign up for or use in connection with the Services (the “Data Transfer Service”). You may need to be an active subscriber of the Third Party Product or Ancillary Services to use the Data Transfer Service. In order to access a Third Party Product or an Ancillary Service on your behalf to provide the Data Transfer Service, you may need to provide us with your account number, password, security questions and answers, and any other necessary log in information from time to time (“Login Details”). We will maintain your Login
Details in encrypted form, and will only use them in connection with the Data Transfer Service or otherwise at your direction. You hereby represent that you have the authority to provide the Login Details to Ripple and you expressly appoint Ripple as your, or the third party who owns the Login Details’, agent
with limited power of attorney to access any Third Party Products or Ancillary Services on your behalf. With respect to each Data Transfer Service, you grant Ripple the right to transfer data to the Third Party Product or Ancillary Service, and to reformat and manipulate the data as reasonably necessary for the data to function with such product or service. After the transfer occurs, the original data and Content will remain in the Services unless we disclose to you otherwise.

12. TERMINATION.

6.2. Data Transfer Service.

12.1 Ripple may immediately, in its sole discretion
and without notice terminate this Agreement or suspend the Services, in whole or in
part, if we determine that:

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12.1.1 your use of the Services violates the
Agreement or applicable Ripple policy;

By using these Services, you agree that we may market to you or offer you access to products or services from third parties (“Third Party Products”). If you decide to use or access any Third Party Products, you agree that you are solely responsible for your relationship with the provider of the product. Ripple is not affiliated with Third Party Products and does not endorse or recommend any Third Party Products. You agree that the providers of the Third Party Products, and not Ripple, are solely responsible for their own
actions or inactions. Ripple is not liable for any damages, claims or liabilities arising out of or related to any Third Party Products. You agree that you will (a) review and comply with all Third Party Product terms and
conditions, and (b) not use the Third Party Product in any manner that would infringe or violate the rights of Ripple or any other party or in furtherance of criminal, fraudulent or other unlawful activity.

12.1.2 your use of the Service is improper or
substantially exceeds or differs from normal use by other users, raises
suspicion of fraud, misuse, security concern, illegal activity or unauthorised
access issues;

6.1. Third Party Products.

12.1.3 such termination or suspension is
necessary to protect the integrity or availability of the Services or systems and comply
with applicable law or Ripple policy;

6. OTHER PRODUCTS AND SERVICES.

12.1.4 you no longer agree to receive
electronic communications. ; or

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12.1.5 your use of the Services conflicts with
Ripple’s interests or those of another user of the Services.

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12.2 Upon termination of your use of
the Services you must immediately stop using the Services and any outstanding payments
will become due.

You may provide us with your telephone number as part of your customer record or registration or via other methods. You understand and agree that Ripple may use your telephone number for “multi-factor
authentication” (“MFA”), to confirm your identity and help protect the security of your account. Part of the MFA identity verification process may involve Ripple sending text messages containing security codes to your telephone number. You agree to receive these texts from Ripple containing security codes as part of
the MFA process. In addition, you agree that Ripple may send automated text messages and pre-recorded voice messages to the telephone number you provide for other limited purposes, including: providing you with important critical notices regarding your use of the Services, or fulfilling a request made by you
through the Services. Additionally, Ripple may use your telephone number to contact you about special offers or other Ripple or third party products or services unless you opt out of such marketing. With MFA, you also agree and consent to us obtaining and using information from your mobile phone service provider, solely for the purposes of verifying your identity and to compare information you have provided to Ripple (such information may include from your mobile phone service provider account record: your name, address, email, customer type, customer role, billing type, mobile device identifiers (IMSI and IMEI) and other mobile phone subscriber details). You also understand and agree that Ripple may contact you to assist you with the initial setup of the Services.

12.3 Any termination of this Agreement shall not
affect Ripple’s rights to any payments due to it. Ripple may terminate a free account at any
time. Sections 3.2, 4 through 17 will survive and remain in effect even if the
Agreement is terminated.

5.5. Telephone numbers.

13. EXPORT AND TRADE RESTRICTIONS.

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You agree that you and anyone who uses the
Services, including the related website, online services and mobile apps, are not
prohibited from using the Services under the laws and regulations of the United
States, England, Wales, European Union, a member state of the European Union or
European Economic Area, Singapore, Australia or other applicable jurisdictions.
For example, you are not on the U.S. Treasury Department’s list of Specially
Designated Nationals, the United Kingdom HM Treasury Financial Sanctions List,
the European Union Consolidated Financial Sanctions List, United Nations
Security Council Consolidated List, or are subject to any other similar
prohibition promulgated by a member state of the European Union or European
Economic Area, Singapore, Australia or other competent jurisdiction in which
Ripple undertakes business. or any other similar prohibition. You acknowledge
that the Services, including the mobile application, and the underlying
software may include U.S. technical data subject to restrictions under export
control laws and regulations administered by the United States government. You
agree that you will comply with these export control and sanctions laws and
regulations, and will not transfer or provide any part of the Services or
underlying
software, in violation of these laws and regulations, directly or indirectly.

As a User you may have the opportunity to share your data, Content, or ways in which you aggregate data (“Account Content”) with other Users, other Ripple customers, and other third parties. When sharing any
Account Content, you agree not to share any confidential information. If you have the option of accessing another User’s Account Content, you understand and agree that the Account Content is being provided by the User, and not Ripple, for information and guidance purposes only, and Ripple and such User are not
responsible in any way for your use of the Account Content.

14. GOVERNING LAW AND JURISDICTION.

5.4. Public Content.

14.1 This Agreement and any non-contractual
obligations arising out of or in connection with it, will be governed by and construed in
accordance with the laws of England and Wales.

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14.2 the parties hereby submit to the exclusive
jurisdiction of the courts of England and Wales to settle any dispute arising out of or in
connection with this Agreement (including any dispute relating to the
existence, validity or termination of this Agreement or non-contractual
obligation arising out of or in connection with this Agreement).

You will provide appropriate notice and have obtained (or will obtain) all consents and rights necessary for us to Process the Personal Information in accordance with this Agreement and our Privacy Statement;
If you are providing Personal Information to us that is not personal to you, you agree that you have either provided the data subject notice or received permission from the data subject and have the appropriate legal basis, as required by applicable law, for us to: (a) use, and/or disclose the personal information in accordance with our Privacy Statement, (b) move the data outside of the country of residence of such owner of the personal data, if applicable, pursuant to our Privacy Statement, (c)
provide the Personal Information to Third Party Products that you approve, and (d) otherwise use and disclose the personal information in accordance with this Agreement; and
If there is any discrepancy between this Agreement and the Ripple Privacy Statement with respect the collection, use, and/or disclosure of the personal information, the Privacy Statement will control. You further acknowledge and agree that Ripple may provide data in your account to any Additional Users to which that data is applicable or personal to.

14.3 Subject to section 14.4 and 14.5, the Parties
agree that the courts of England are the most appropriate and convenient forum to
settle disputes in accordance with section 14.2 and the Parties hereby waive
any right to object to such proceedings on the basis of the forum not being
convenient.

You represent and warrant to us that:

14.4 Notwithstanding section 14.2, you acknowledge
that your breach (or an apprehension of breach) of any provisions of this Agreement, or
any infringement (or apprehension of infringement) of Ripple’s or its
Suppliers’ intellectual property rights may cause Ripple irreparable damage for
which recovery of money damages would be inadequate. Accordingly, in addition
to any other remedies available to it, you agree that Ripple shall be entitled
to seek in any court, tribunal or similar judicial body of competent
jurisdiction such relief (whether equitable or otherwise) as Ripple considers
appropriate and is available to prevent or restrain any breach or apprehended
breach by you or otherwise to protect Ripple’s rights.

5.3. Personal Information.

14.5 You agree not to object to the proceedings
described under section 14.4 on any grounds, including on the basis of the forum not
being convenient. You agree not to bring any action or defence or seek any
relief that would or could prevent Ripple from commencing, bringing or
continuing any legal or administrative proceedings in any manner permitted
under this Clause 14. To the extent allowed by law, Ripple may take concurrent
proceedings in any number of jurisdictions.

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14.6. You agree that you will use all
reasonable endeavours to procure that any third party making a claim against Ripple
arising out of this Agreement shall bring such claim exclusively in the English
courts and subject to the limitations and exclusions of liabilities provided
for in this Agreement.

· Data Processing and Privacy. Except as described in Section 5.2: (a) Ripple is the Processor of the personal information it processes about you when you use the Services and (b) You acknowledge that Ripple will process your personal information asdescribed in our Privacy Statement when you use our
Services.

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5.2. Our Role.

15. COMPLIANCE WITH PRESERVATION ORDERS.

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We may preserve data where and to the extent required for compliance and with any order or notice, whether issued to Ripple or to you, and whether issued by any court, tribunal, regulatory authority, arbitral
tribunal or any body or authority exercising judicial, quasi-judicial, regulatory, or arbitral power or authority, requiring the preservation of any data, information documents or Content (a “Preservation Order”). To the extent that a Preservation Order has been issued to you, you acknowledge that you are solely responsible for your compliance with it.

5.1. The terms “Controller,” “Processor,” “data subject,” “personal data (also referred to as Personal Information in the Agreement)” and “processing” (and “process”) shall have the meanings given in the UK GDPR General Data Protection Regulation.

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5. PERSONAL INFORMATION.

16. LANGUAGE.

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Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this Agreement shall govern. In the event of a dispute the parties confirm that they have requested that this Agreement and all related documents be drafted in English.

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From time to time, we may include new or updated beta features in the Services (“Beta Features”). Beta Features may have associated fees, which will be disclosed to you at the time you choose to use the Beta Features. We understand that your use of any Beta Feature is voluntary. You understand that once you use a Beta Feature, you may be unable to revert back to a prior non-beta version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created
within the Beta Feature back to the prior non-beta version. The Beta Features are provided on an “as is” basis and may contain errors or inaccuracies that could cause failures, corruption or loss of data and information from any connected device. You acknowledge and agree that all use of any Beta Feature is
at your sole risk. Ripple is under no obligation to develop, support, maintain or market the Beta Features or to release production or general availability versions. Future versions of the Beta Features, if any, may not be compatible with the current release of the Beta Features.

17. GENERAL.

4.2. Beta Features.

This Agreement, including the Additional Terms below, is the entire agreement between you and Ripple and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You may not assign or transfer your rights or obligations under this Agreement to anyone without written approval of Ripple. Ripple may assign or transfer its rights or obligations under this Agreement without your consent to (a) an affiliate, (b) a company through a sale of assets by Ripple or (c) a successor by merger. Any assignment or transfer in violation of this Section shall be void.

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If you signed up for a trial use of the Services, you will have access to all features of the Services for the specified period of the trial (“Trial Period”). If you wish to continue using the Services using Ripple
Automate Account Type, payment for the Services is required, you must decide to continue the Agreement in order to retain access to any Content or data provided or created during the Trial Period. If you do not decide to continue using the Services by the end of the Trial Period, you will not be able to access or retrieve any of the data or Content you added to or created with the Services during the trial.

May 2024

4.2 Trial Version.

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B. ADDITIONAL TERMS AND CONDITIONS.

Ripple Automate module
a module that enables the deployment of AI Agents to automate business processes or activities of the customer. Pricing is customised based upon the number and complexity of the AI Agents deployed to achieve the desired process automation. Individual documents of any format loaded onto the Services for the purpose of being used as part of the Ripple Automate module must not exceed an average of 1 page with a text font size not less than 10, this includes excel files which must be loaded in A4 format with a text font size not less than 10.

Your use of the following Services provided by Ripple are subject to the General Terms of Service above and these Additional Terms and Conditions. These Additional Terms and Conditions will prevail over any conflict or inconsistency with the General Terms of Service.

4.1. Account Types

1. Not used

4. ACCOUNT FEATURES.

2. USERS.

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2.1. Types of Users.

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The Services allow the following types of access and user rights: When you initially register for and create an account for a Service, you are, or a party that you authorise is, the administrator (“Administrator”).
Administrators may authorize additional individuals to access the Services through the same account (“Additional Users”). The number of Additional Users may be limited based upon the subscription you purchase. Additional Users may include, for example, your employees, contractors, interns or agents. You may be referred to in this Agreement as “you”, “your”, or “User”, or you may be referred to specifically in your applicable role as an Additional User or an Administrator. All Users will be required to accept this Agreement before accessing the Services. With respect to each account you access, you agree to
these terms as an Administrator or an Additional User, as applicable. As any User of the Services, unless otherwise explicitly stated in this Agreement, all of these terms apply to you each time you access the Services.

The Administrator may notify us if he or she wants to cancel the subscription 60 days prior the beginning of the new subscription period. In the event that Ripple is unable to charge a User’s chosen payment method in accordance with this Agreement, we may terminate this Agreement and access to the Services
immediately, without notice. If you stop using the Services, Ripple has fulfilled your subscription term. Fees for the Services are not eligible for any proration of unused subscriptions or refunds, even if access to the Services is cancelled or terminated. After your access to the Services is terminated, you may no longer have access to any of the data or Content in the Services. We suggest you retain your own copies of any data or Content that you may need as Ripple is not responsible for providing you with access to your Content or the Services after any cancellation or termination of this Agreement.

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3.2. Subscription Cancellation.

2.2. For Administrators.

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As an Administrator, the following applies to you: Only Administrators may designate another individual as a replacement Administrator. You agree that Additional Users are Ripple customers, but that you are
responsible for your Additional Users’ access to the Services. Depending on the types of access rights you grant to Additional Users, Additional Users may be able to delete, copy, or view the Content and data accessible in your account and add charges to the subscription. As Administrator, you are responsible for
the access to the Services you grant to Additional Users. If you choose to close or terminate your access to a Service or delete all of the data in an account, Additional Users will no longer be able to access such Service or any of the Content within such Service. You agree to provide sufficient notice to Additional Users or persons the data is about regarding your desire to terminate access to the Services before taking such actions. A violation of any terms of this Agreement by an Additional User may result in the termination of an Administrator’s or any Additional User’s access to the Services.

The Services are licenced on a monthly or yearly subscription basis to the User that pays for the Service. As the Administrator, you may choose whether you or another User pays for the licence. Please review
all of the details of the subscription that you purchase.

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3.1. Payment for Services.

2.3. For Additional Users.

3. SUBSCRIPTION.

As an Additional User, the following applies to you: When you register to access an account for which you are not an Administrator, you understand that you are accessing the Service as an Additional User and you may not have the same level of access or the same rights as an Administrator. Depending on the types of rights you are granted by the Administrator, you may be able to delete, copy, or view other User’s Content and data. Please make sure that you have an agreement with the Administrator about your role and
rights. If an Administrator chooses to close or terminate access to a Service, Additional Users will no longer be able to access such Service or any of the Content within such Service. As an Additional User, you understand that if you violate this Agreement, your access to our Services may be terminated, and we
retain the right to also terminate access for any other Users of the same
account.

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Terms of Service

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