Effective Date: 2^nd October 2026

THESE TERMS OF SERVICE (the “Terms”) CONSTITUTE A BINDING CONTRACT BETWEEN YOU, AUTHORISED USER(S) (collectively, “You” or “Your” or “Subscriber”, “Account Holder”, “Client”, “User”) AND ENBRAUN TECHNOLOGIES PRIVATE LIMITED (collectively, “ENBRAUN TECHNOLOGIES” or “We” or “Us” or “Our”) AND GOVERN USE OF AND ACCESS TO THE SERVICE (INCLUDING WEB, CLOUD AND MOBILE APPLICATIONS) BY YOU AND AUTHORISED USERS WHETHER IN CONNECTION WITH A PAID SUBSCRIPTION TO THE SERVICE, A FREE TRIAL OF THE SERVICE OR A BETA SERVICE.

By accepting these Terms, or by installing, accessing or using the Service (including downloading or using any mobile application made available by ENBRAUN TECHNOLOGIES), or by authorizing or permitting any individual (the “Authorised User(s)”) to access or use the Service, You agree to be bound by these Terms. If You are entering into these Terms on behalf of a company, organization or another legal entity (an “Entity”), You are agreeing to these Terms for that Entity and representing to ENBRAUN TECHNOLOGIES that You have the authority to bind such Entity and its affiliates to these Terms, in which case the terms (“Subscriber”) (“Account Holder”) (“You”) (“Your”) or related capitalized terms herein shall refer to such Entity and its affiliates. If You do not have such authority, or if You do not agree with these Terms, You must not accept these Terms and may not use the Service.

You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of publishing, posting or monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

0. DEFINITIONS

In these Terms, unless the context otherwise requires:

“Account” Means the account created for You to access and use the Service.

“AI Client”, “AI Output”, “AI Platform”, “MCP Action”, “MCP Server”, “Usage Limits” Have the meanings assigned in term 6.1.

“Authorised User” Means any individual authorised by You to access and use the Service under Your Account.

“Confidential Information” Has the meaning described in term 3 of these Terms.

“Controller”, “Processor”, “Personal Data”, “Data Subject”, “Processing”, “Process” Have the meanings assigned in the Data Processing Appendix (DPA) attached hereto.

“Data” Means any information, file, text, message, software, picture, sound, video, content or material submitted to, stored in, generated from or processed via the Service by You or any Authorised User, including Personal Data where applicable.

“Data Protection Law” Means all applicable laws governing the collection, use and processing of Personal Data, including the GDPR where applicable.

“DPA” Means the Data Processing Appendix attached to these Terms.

“Intellectual Property Rights” Means patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and all other proprietary rights.

“Law” Means all applicable local, state, national and international laws, statutes, rules, ordinances and regulations.

“Service” or “Services” Means the eResource Scheduler software and related services provided by ENBRAUN TECHNOLOGIES, including the cloud/SaaS platform, web interface, APIs, the MCP Server, official mobile applications, documentation, updates, fixes, patches, upgrades, enhancements and new releases.

“Subscription Plan” Means the specific subscription package You select, which determines the features, limits, rights and pricing applicable to Your use of the Service.

“Subscription Term” Means the duration for which You have subscribed to the Service under a Subscription Plan.

“Third Party Services” Means any third-party applications, products, services, integrations or platforms that may interoperate or connect with the Service, including any AI Platform.

1. AGREEMENT

1.1 This Agreement (“Agreement”) describes the Terms governing Your use of ENBRAUN TECHNOLOGIES’S cloud based resource scheduling and planning software referred to as “eResource Scheduler Cloud”, “eRS Cloud” or “eResource Scheduler”, whether accessed via web browser, cloud or SaaS platform, application programming interface (“API”), or via any official mobile application(s) provided by ENBRAUN TECHNOLOGIES, provided to You or to any Authorised User, including any Data, documentation, fixes, patches, updates, upgrades and new releases thereto.

It includes by reference:

(a) ENBRAUN TECHNOLOGIES’S Privacy Policy for eResource Scheduler Cloud.

(b) Additional Terms and Conditions and Appendixes, if any, which may include those from third parties.

(c) Any terms provided separately to You for the Services, including product or Service program terms, ordering, activation, payment terms, etc.

(d) API Documentation.

(e) MCP Server documentation published by ENBRAUN TECHNOLOGIES from time to time.

2. GENERAL CONDITIONS: ACCESS TO AND USE OF THE SERVICE

2.1 We provide fully functional “as is” Trial Service. Thus, no presumption or assumption regarding the Service itself or its Terms will be entertained by Us once a Subscription Plan for a Subscription Term has been subscribed by You.

2.2 Trial Services are provided strictly “as is”. You may use a Trial Service in a manner consistent with the Terms and conditions of this Agreement, but ENBRAUN TECHNOLOGIES may, at its discretion, disable certain features of a Trial Service and enforce time limits on Your right to use the same. Since a Trial Service is provided free of charge, ENBRAUN TECHNOLOGIES disclaims all warranties, representations and liabilities as set forth in this Agreement and ENBRAUN TECHNOLOGIES shall not be liable for damages of any kind related to Your use of a Trial Service.

2.3 During the Subscription Term and subject to compliance by You and/or any Authorised User with these Terms, You have the limited right to access and use the Service consistent with the Subscription Plan You subscribe to, specific to Your particular business purpose. This limited right applies to Your access and use of the Service via the web application, API and any official mobile application(s) that form part of the Service. Without limiting the foregoing, Your right to access and use the API is also subject to the restrictions and policies implemented by ENBRAUN TECHNOLOGIES from time to time with respect to the API as set forth in API Documentation or otherwise communicated to You in writing. Access to and use of the Service via the MCP Server is additionally subject to term 6.

2.4 A high speed internet connection is required for proper transmission of the Service. You are responsible for procuring and maintaining the network connections that connect Your network to the Service, including, but not limited to, browser software that supports protocols used by the eRS Cloud Service, and to follow procedures for accessing services that support such protocols. In the case of mobile applications, You are also responsible for procuring and maintaining suitable mobile devices, operating systems and data or Wi-Fi connectivity to enable access to the Service. We are not responsible for notifying You and/or any Authorised User of any upgrades, fixes or enhancements to any such software, operating system or device, or for any compromise of data, including Your Data, transmitted across computer networks, mobile networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated or controlled by ENBRAUN TECHNOLOGIES. We assume no responsibility for the reliability or performance of any connections as described in this section.

2.5 You agree not to:

(a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party;

(b) use the Services to process Data on behalf of any third party other than resources authorised under Your Subscription Plan;

(c) modify, adapt or hack the Services or otherwise attempt to gain unauthorized access to the Services or related systems or networks;

(d) falsely imply any sponsorship or association with ENBRAUN TECHNOLOGIES;

(e) use the Services for the purpose of harming or attempting to harm minors in any way;

(f) use the Services in any unlawful manner, including but not limited to violation of any person’s privacy rights;

(g) use the Services to send unsolicited or unauthorized junk mail, spam, pyramid schemes or other forms of duplicative or unsolicited messages;

(h) use the Services to store or transmit Data or other content that infringes on any person’s Intellectual Property Rights;

(i) use the Services in any manner that interferes with or disrupts the integrity or performance of the Services and its components;

(j) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any software or component making up the Services, including any mobile application;

(k) use the Service in any way that breaches any applicable local, national or international law or regulation;

(l) use the Services to knowingly post, transmit, upload, link to, send or store any Data or other content that is unlawful, obscene, offensive, inflammatory, racist, hateful, abusive, libellous, deceptive, invades another’s privacy, causes annoyance, inconvenience, harasses, upsets, embarrasses, alarms or annoys any person, promotes sexually explicit material, promotes violence, promotes illegal activity or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;

(m) use the Services to knowingly post, transmit, upload, link to, send or store any viruses, malware, trojan horses, time bombs or any other similar harmful software;

(n) use Our Service in a manner not intended for;

(o) enter unreasonably excessive amount of Data; or

(p) try to use or misuse the Services in violation of these Terms; or

(q) use the Services in any fraudulent way or for any purpose or effect which is fraudulent or against applicable Law.

The restrictions in this term 2.5 apply equally to any use of the Services through the MCP Server and to any action performed by an AI Client.

2.6 Automated usage, excessive API calls, scraping, system probing, or attempts to bypass technical limits, billing controls, or security mechanisms are prohibited and may result in throttling, suspension, termination, or additional charges. Access to the Services through the MCP Server by AI Clients connected in accordance with term 6 is permitted automated usage, provided it complies with any Usage Limits We apply.

2.7 You are responsible for compliance with the provisions of these Terms by any Authorised User and for all activities that occur under Your Account, as well as for all Your Data. Without limiting the foregoing, You are solely responsible for ensuring that use of the Services to store and transmit Your Data is compliant with all applicable Law. You also maintain all responsibility for determining whether the Services or any Data generated thereby is accurate or sufficient for Your purposes. Subject to any limitation on the number of resources that can be scheduled as per Your Subscription Plan for which You subscribed, use of the Services is restricted to the specified number of resources permitted under Your subscription to the Services. You agree and acknowledge that each Authorised User will be identified by a unique username and password (the “Login Credential(s)”) and that a Login Credential may only be used by one individual Authorised User. You will not share User Login Credentials among multiple individual Authorised Users. You and Your Authorised Users are responsible for maintaining the confidentiality of all Login Credentials for Your Account, including where such credentials are stored or used on mobile devices or used to authenticate a connection to the MCP Server. You are responsible for all MCP Actions performed under the Login Credentials of any Authorised User.

2.8 ENBRAUN TECHNOLOGIES reserves the right, in its reasonable discretion, to temporarily suspend Your access to and use of the Services in the following conditions: (a) during planned downtime for upgrades and maintenance to the Services, of which ENBRAUN TECHNOLOGIES will use logistically and commercially reasonable efforts to notify You in advance through a notice (including electronic communication) to Your Account owner; (b) during any unavailability caused by circumstances beyond Our reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, technical failures beyond Our reasonable control (including, without limitation, inability to access the Internet or mobile networks), or acts undertaken by third parties.

2.9 ENBRAUN TECHNOLOGIES reserves the right to modify the Subscription Plan model as and when it deems fit due to economic, competitive, technical or any other reason.

2.10 From time to time, ENBRAUN TECHNOLOGIES may invite You to try some services which are beta, pilot, limited release, developer preview, non production, evaluation or by a description of similar import (collectively, “Beta Services”) at no charge. You may accept or decline any such trial in Your sole discretion. Beta Services will be clearly designated as beta, pilot, limited release, developer preview, non production, evaluation or by a description of similar import. Beta Services are for evaluation purposes and not for production use, are not considered “Services” under this Agreement, are not supported, and may be subject to additional terms. Unless otherwise stated, any Beta Services trial period will expire upon the earlier of one (1) year from the trial start date or the date that a version of the Beta Services becomes generally available. We may discontinue Beta Services at any time in Our sole discretion and may never make them generally available. We will have no liability for any harm or damage arising out of or in connection with Beta Services, including any beta versions of mobile applications. The MCP Server is governed by term 6 at all times, whether or not it is designated as a Beta Service.

2.11 Mobile Application License. Subject to these Terms and Your timely payment of all applicable fees, ENBRAUN TECHNOLOGIES grants You a limited, non exclusive, non transferable, revocable license to install and use any official mobile application provided as part of the Services, solely on devices that You own or control and solely for Your internal business purposes in connection with Your Subscription Plan. Except as expressly permitted under these Terms, You shall not copy, reproduce, modify, adapt, distribute, publicly display or create derivative works of any such mobile application.

2.12 Mobile Application Distribution. You may only download and install the mobile application from official channels authorized by ENBRAUN TECHNOLOGIES (such as the Apple App Store, Google Play Store or other authorized app stores). Use of any modified, jailbroken, rooted or otherwise unauthorized copies of the mobile application is strictly prohibited. ENBRAUN TECHNOLOGIES shall have no responsibility for the performance or security of any mobile application that is not obtained from such official channels.

2.13 Devices and Security. You are solely responsible for the security of any devices used to access the Services, including installing operating system updates, enabling passwords or screen locks and preventing unauthorized access. In the event of loss or theft of a device that has access to the Services, You remain responsible for any resulting use of the Service under Your Account and must promptly take steps to revoke access or change Login Credentials.

2.14 Age and Legal Capacity. The Services are intended for business and professional use and are not directed to children. By using the Services, You represent that You have the legal capacity to enter into a binding contract, and, where applicable, that Authorised Users are of a minimum age required by the Law in their jurisdiction (for example, at least sixteen (16) years of age where such requirement applies).

2.15 Webhooks and Event Delivery. ENBRAUN TECHNOLOGIES provides webhook functionality that enables automatic transmission of system generated events to endpoints or third party systems defined by You (“Webhooks”). Webhooks are provided on an “as available” and “best effort” basis, subject to system capacity, technical limits, and fair use policies.

Webhooks are initially being offered free of charge for a limited introductory period at ENBRAUN TECHNOLOGIES’s discretion. Following this period, Webhooks will be provided through prepaid usage based packages, including a limited free tier. Usage may be measured based on number of events, delivery attempts, payload volume, bandwidth, or other applicable metrics as defined in current pricing or documentation. ENBRAUN TECHNOLOGIES reserves the right to introduce, modify, suspend or discontinue webhook pricing, packages, free tier limits, usage measurement, or related policies at any time with at least seven (7) days’ notice. Continued use constitutes acceptance of applicable charges and terms.

You are solely responsible for endpoint availability, system uptime, infrastructure, certificate validity, data processing logic, and security required to receive and process Webhooks. ENBRAUN TECHNOLOGIES is not responsible for failed, delayed, duplicated, out of order, throttled or dropped deliveries caused by endpoint errors, network failures, rate limits, third party systems, internet disruption, or factors outside Our reasonable control. Delivery timing and ordering are not guaranteed.

ENBRAUN TECHNOLOGIES may apply retry logic, queuing, batching, throttling, rate limiting, or temporary suspension to maintain platform stability and security. Excessive usage, abnormal traffic, misuse, security violations, or attempts to bypass usage controls may result in throttling, suspension, termination of Webhook access, or additional charges without liability.

Webhooks are provided for integration and automation convenience only. ENBRAUN TECHNOLOGIES shall not be liable for any indirect, incidental, consequential, business, automation, or data related losses arising from Webhook usage, including missed events, failed automation, integration errors, or data processing failures.

2.16 ENBRAUN TECHNOLOGIES may modify, enhance, limit or discontinue any feature, functionality, API, MCP Server, AI Platform integration, Mobile Application, Webhook capability, or integration at any time without liability.

3. DATA PRIVACY, SECURITY AND CONFIDENTIALITY

3.1 Subject to the express permissions of these Terms, You and ENBRAUN TECHNOLOGIES will protect each other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each protects its own Confidential Information, but with no less than reasonable care.

Except as otherwise expressly permitted pursuant to these Terms, You and ENBRAUN TECHNOLOGIES may use each other’s Confidential Information solely to exercise respective rights and perform respective obligations under these Terms and shall disclose such Confidential Information solely to those respective employees, representatives and agents who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information.

For the purposes of these Terms, “Confidential Information” means, collectively and indistinctly, all information regarding either You or ENBRAUN TECHNOLOGIES and/or their activities, business or clients that is not generally known to the public or that constitutes a trade secret under any applicable law, regardless of how such information is disclosed to or learned by the recipient party. “Confidential Information” will include, but not be limited to, data, technical information regarding a Party’s products, services, equipment, technical data, trade secrets, know how, research, plans, software, inventions, patent applications, processes, techniques, hardware configuration information, agreements with third parties, lists of, or information relating to, employees, consultants, suppliers and customers of a party, price lists, pricing methodologies, cost data, market share data, marketing plans, licenses, contract information, business plans, financial forecasts, historical financial data, budgets or other business information of a party. This definition shall not limit any definition of confidential information or trade secrets or any equivalent terms under any applicable law.

3.2 You agree that ENBRAUN TECHNOLOGIES and the service providers We use to assist in providing the Services to You shall have the right to access Your Account and to use, modify, reproduce, distribute, display and disclose Your Data solely to the extent necessary to provide the Services, including, without limitation, in response to Your support requests. Any third party service providers We utilize will only be given access to Your Account and Your Data as is reasonably necessary to provide the Services and will be subject to confidentiality obligations. ENBRAUN TECHNOLOGIES may also access or disclose information about You, Your Account, Authorised User, including Your Data, in order to:

(a) comply with the Law or respond to lawful requests or legal proceedings;

(b) protect ENBRAUN TECHNOLOGIES’s or its customers’ or partners’ rights or property, including enforcement of these Terms or other policies associated with the Services;

(c) act on a good faith belief that such disclosure is necessary to protect personal safety or avoid violation of applicable law or regulation.

3.3 Whenever You or Authorised Users interact with Our Services, We automatically receive and record information on Our server logs from the browser or device, which may include IP address, cookie information and the type of browser and/or device being used to access the Services. Cookies are identifiers We transfer to Your browser or device that allow Us to recognize Your or any Authorised User’s browser, along with how Our Services are being utilized. When We collect this information, We only use this data in aggregate form, and not in a manner that would identify You and/or any Authorised Users personally. This does not apply to records of MCP Server connections and requests, which We may use as described in term 6.16 and in Our Privacy Policy. For example, this aggregate data can tell Us how often users use a feature of the Services, and We can use that knowledge to improve the Services.

3.4 We may collect certain information about You, Authorised User as well as Your respective computers or devices and use of the Services. We use, disclose and protect this information as described in Our Privacy Policy.

3.5 To the maximum extent permitted by the applicable Law, We expressly reserve the right to access, read, preserve and disclose any Personal Data as We may reasonably believe necessary to:

(i) satisfy any applicable Law or any authority request;

(ii) enforce these Terms (including investigation of potential violations thereof) or any of Our Intellectual Property Rights;

(iii) detect, prevent or otherwise address fraud, anti piracy, security or technical issues (including, without limitation, verify a valid registration, the device IP address, etc.).

3.6 We will use best efforts to keep Data on the Services secure and confidential by implementing appropriate technical and organisational security measures to prevent unauthorised access to Data and/or loss or corruption thereof. We will promptly notify You in writing if We become aware that Data has been breached. Our obligations under this term 3 do not apply to Data once it has been delivered to an AI Client through the MCP Server, as set out in term 6.10.

4. INTELLECTUAL PROPERTY RIGHTS

4.1 ENBRAUN TECHNOLOGIES and You shall maintain all rights, title and interest in and to all respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know how and any other intellectual property and/or proprietary rights. The rights granted to You and/or any Authorised User to use the Services under these Terms do not convey any additional rights in the Services, or in any Intellectual Property Rights associated therewith. Subject only to limited rights to access and use the Services as expressly provided herein, all rights, title and interest in and to the Services and all hardware, software and other components of or used to provide the Services, including all related Intellectual Property Rights (including in any web, cloud or mobile applications), will remain with and belong exclusively to ENBRAUN TECHNOLOGIES.

4.2 ENBRAUN TECHNOLOGIES shall have a worldwide, perpetual, irrevocable, royalty-free right to use, modify, implement, license, distribute and commercially exploit, and/or incorporate into the Services any of Your and/or Your Authorised Users’ feedback, suggestions or ideas in any way, including in future modifications of the Services or of any other related product, service, advertising or marketing material. To such purpose, You and/or Your Authorised Users shall not claim any right and/or interest in and to any Services, product or material which may contain or incorporate any of Your and/or Your Authorised Users’ feedback or suggestion. Notwithstanding the preceding, We will not publish or share such feedback in a way that could identify You and/or any Authorised User without Your explicit permission.

4.3 ENBRAUN TECHNOLOGIES’S product and service names and logos used or displayed on the Services are registered or unregistered trademarks of ENBRAUN TECHNOLOGIES (collectively, “Marks”), and You may only use such Marks to identify You as a Subscriber, provided You do not attempt, now or in the future, to claim any rights in the Marks, degrade the distinctiveness of the Marks or use the Marks to disparage or misrepresent ENBRAUN TECHNOLOGIES and its Services.

5. THIRD PARTY SERVICES

5.1 If You decide to enable, access or use other services along with ENBRAUN TECHNOLOGIES’s Services, be advised that Your access and use of such other services is governed solely by the terms and conditions of such other services, and We do not endorse, are not responsible or liable for, and make no representations as to any aspect of such other services, including, without limitation, their content or the manner in which they handle data (including Your Data) or any interaction between You and the provider of such other services. You irrevocably waive any claim against ENBRAUN TECHNOLOGIES with respect to such other services.

5.2 ENBRAUN TECHNOLOGIES is not liable for any damage or loss caused or alleged to be caused by or in connection with Your enablement, access or use of any such other services, or Your reliance on the privacy practices, data security processes or other policies of such other services. You may be required to register for or log into such other services on their respective websites. By enabling any other services, You are expressly permitting ENBRAUN TECHNOLOGIES to disclose Your Login Credentials as well as Your Data as necessary to facilitate the use or enablement of such other service.

5.3 AI Platforms and AI Clients connected through the MCP Server are Third Party Services and “other services” for the purposes of this term 5. Term 6 applies to them in addition to this term 5.

6. MCP SERVER AND AI PLATFORM INTEGRATIONS

6.1 Definitions. In these Terms:

“MCP Server” means the Model Context Protocol server, connector, endpoints, tools, scopes and related documentation made available by ENBRAUN TECHNOLOGIES that allow an AI Client to access, read, create, update or delete Data in Your Account, and to generate reports, dashboards or other outputs.

“AI Platform” means any third party artificial intelligence product, model, assistant, agent or service, including without limitation Anthropic Claude, Microsoft Copilot, OpenAI ChatGPT and Google Gemini, and any custom or self-hosted model or agent.

“AI Client” means any instance of an AI Platform, application, agent, script or workflow that You or an Authorised User connect to the MCP Server.

“MCP Action” means any request, instruction, query, read, export, creation, modification, bulk update, move or deletion of Data, or any other operation, performed through the MCP Server, whether initiated by a person, by an AI Client acting autonomously, by a scheduled workflow, or by instructions contained in content processed by an AI Client.

“AI Output” means any response, summary, analysis, report, dashboard, recommendation, forecast, calculation or other content generated by an AI Platform, whether or not based on Data retrieved through the MCP Server.

“Usage Limits” means any rate limits, quotas, scopes or fair use limits that We apply to the MCP Server from time to time, whether or not published.

6.2 Enabling the MCP Server; account-wide effect. The MCP Server is an optional feature and is disabled by default for every Account. Authorised Users cannot connect any AI Platform to Your Account unless and until an administrator of Your Account has actively enabled the MCP Server. The MCP Server may be restricted to certain Subscription Plans, trial accounts or evaluating organisations. It can be enabled or disabled only by an administrator of Your Account, and that setting applies to all Authorised Users of the Account at once. By enabling the MCP Server, the administrator: (a) confirms that they have authority to do so on behalf of Your organisation; (b) accepts this term 6 on behalf of You and all Your Authorised Users; and (c) authorises every Authorised User to connect any AI Platform of their choice to Your Account, and to perform MCP Actions within that Authorised User’s permissions in the Services, until the MCP Server is disabled.

6.3 Scope of administrator controls. You acknowledge that, as at the date of these Terms, the MCP Server provides a single account-wide enable/disable setting only. The Services do not allow You to: (a) choose which Authorised Users may or may not connect an AI Platform; (b) see which Authorised Users have connected an AI Platform; (c) see or restrict which AI Platforms or AI Clients have been connected; or (d) review MCP Actions from within the Services. You have considered these limitations before enabling the MCP Server and accept that they are not a defect, error or breach of these Terms. If these limitations are not acceptable to You, You must not enable the MCP Server, or must disable it. We may introduce additional controls in future but are under no obligation to do so.

6.4 Connections are made and authenticated by Authorised Users. Enabling the MCP Server does not itself connect any AI Platform. Each connection is initiated by an individual Authorised User, who chooses the AI Platform and authenticates the connection with their own Login Credentials and the AI Platform’s authorisation process. By authenticating a connection, the Authorised User: (a) confirms that they are acting on Your behalf and within Your internal policies; (b) accepts this term 6 and the terms of the chosen AI Platform; and (c) authorises that AI Client to access and act on Data within their permissions in the Services. We rely on that authentication as valid authorisation by You. Each connecting Authorised User is responsible to You for their connection and its use, and You remain responsible to Us for all connections and MCP Actions of Your Authorised Users. We have no obligation to verify whether any Authorised User was permitted by You to connect a particular AI Platform.

6.5 Nature of the MCP Server; beta and general availability. The MCP Server is a technical connector only. We do not develop, own, operate, control, train, host or monitor any AI Platform, and We do not determine which instructions an AI Client sends or how an AI Platform interprets prompts or Data. We may, at Our discretion, designate the MCP Server, or any tool or feature of it, as beta, early access or similar, or as generally available, and may indicate its status in the Services or in documentation. For as long as it is designated as beta or similar, term 2.10 applies to it together with this term 6, except that: (a) notwithstanding term 2.10, the MCP Server is treated as part of the Services for the purposes of Your obligations, the restrictions on use and Your indemnities under these Terms; (b) the one (1) year expiry of Beta Services trial periods in term 2.10 does not apply; (c) the statement in term 2.10 that Beta Services are offered at no charge is subject to term 6.13; and (d) if You or Your Authorised Users use the MCP Server with production Data, You do so entirely at Your own risk. When the MCP Server is made generally available, term 2.10 ceases to apply to it and this term 6 continues to apply in full. A change in the status of the MCP Server is not an amendment of these Terms and does not require notice under term 15. Whatever its status, the MCP Server, including any tool, scope or supported AI Platform, is provided on an “as is” and “as available” basis and is not covered by any service level, uptime or response time commitment, unless expressly agreed in a form signed by ENBRAUN TECHNOLOGIES.

6.6 Your responsibility for Authorised Users and credentials. Because enabling the MCP Server permits all Authorised Users to connect AI Platforms, You are solely responsible for: (a) the decision to enable, and to keep enabled, the MCP Server; (b) setting and enforcing Your own internal policies on whether, how, and with which AI Platforms Your Authorised Users may use the MCP Server, and ensuring Authorised Users comply with them; (c) assigning appropriate roles and permissions to each Authorised User in the Services, recognising that an Authorised User’s permissions in the Services also apply to that user’s MCP Actions; (d) ensuring each Authorised User keeps their Login Credentials, API keys, OAuth tokens and other credentials used with the MCP Server confidential and secure; (e) promptly removing or deactivating Authorised Users who leave Your organisation or should no longer have access, or disabling the MCP Server; and (f) the configuration, security and settings of each AI Platform account used by Your Authorised Users, including its data retention, memory, training and sharing settings. Any MCP Action performed using the credentials of an Authorised User of Your Account is deemed authorised by You, whether or not You were aware of it.

6.7 MCP Actions are Your actions. Every MCP Action is deemed to be performed by You, through the Authorised User whose credentials or permissions were used, and on Your instructions. This applies whether or not the MCP Action was intended, reviewed or approved by a person, and whether it resulted from a prompt, an autonomous or agentic function of the AI Client, a misinterpretation by the AI Platform, or instructions hidden in documents, emails, web pages or other content processed by the AI Client (“prompt injection”). You are solely responsible for all MCP Actions and their consequences, including any creation, modification, overwriting, bulk update, move or deletion of Data, bookings, projects, resources, requirements, timesheets, approvals, rates or other records.

6.8 No liability for changes made through the MCP Server. To the maximum extent permitted by Law, We shall have no liability of any kind, whether in contract, tort (including negligence), strict liability or otherwise, for any loss, corruption, alteration, deletion, disclosure or inaccuracy of Data, or any resulting business interruption, scheduling error, payroll or billing error, missed deadline, loss of revenue or profit, or any other direct or indirect loss, arising from or in connection with any MCP Action or AI Output. We are not obliged to reverse, undo or restore any MCP Action. Any assistance We give to restore Data from Our routine backups is at Our discretion, is subject to backup availability and retention periods, is not guaranteed to be complete, and may be charged at Our then current professional services rates. You are responsible for keeping Your own exports or backups of Data before performing bulk or high-impact MCP Actions.

6.9 AI Output. AI Output is produced by third party AI Platforms that are probabilistic and may generate content that is inaccurate, incomplete, outdated, biased or fabricated, including incorrect figures, totals, utilisation, availability, cost or revenue values. AI Output is not a report or record produced by the Services, and it may differ from reports generated within eResource Scheduler. You must independently verify AI Output before relying on it, sharing it, or using it for any staffing, financial, payroll, billing, legal, HR, compliance or other decision. We are not responsible for AI Output or any decision, action or omission based on it. Reports, dashboards or other material generated through an AI Platform are Your content and not part of the Services.

6.10 Data shared with AI Platforms. When an AI Client retrieves Data through the MCP Server, that Data leaves the Services and is processed by the AI Platform under the terms, privacy policy and data processing terms agreed between You (or Your Authorised User) and the AI Platform provider. The AI Platform provider is not Our Sub Processor, agent or subcontractor, and We have no control over, and accept no responsibility for, how it stores, retains, uses, trains on, transfers or discloses Data. You are responsible, as Controller, for ensuring that You have a lawful basis, any required notices to and consents from Data Subjects (including Your employees and contractors), and any required transfer safeguards before allowing Personal Data or Confidential Information to be shared with an AI Platform. Our confidentiality and security obligations under terms 3 and 9 and the DPA do not apply to Data once it has been delivered to an AI Client authenticated by Your Authorised User.

6.11 Your responsibilities for use. You shall: (a) use the MCP Server only for Your internal business purposes and in compliance with these Terms, the terms of each AI Platform, and applicable Law, including data protection, employment, anti-discrimination and artificial intelligence laws; (b) apply appropriate human review before approving bulk or irreversible MCP Actions and before using AI Output for decisions about individuals; (c) not use the MCP Server to make solely automated decisions producing legal or similarly significant effects on individuals, except where lawful and with appropriate safeguards; and (d) ensure Your Authorised Users are informed of and comply with this term 6.

6.12 Prohibited use. You shall not, and shall not allow any AI Client to: (a) access Data or functionality beyond the permissions granted to the relevant Authorised User; (b) circumvent, probe or test the security, authentication, scopes or Usage Limits of the MCP Server; (c) use the MCP Server to extract Data in bulk to build or train a competing product, or to train, fine-tune or benchmark any AI model other than for Your own internal use; (d) share access to the MCP Server with any third party other than the AI Platform chosen by the connecting Authorised User; (e) reverse engineer the MCP Server or its tool definitions except as permitted by Law; or (f) use the MCP Server for any purpose prohibited under term 2.5.

6.13 Usage Limits and fees. We are not obliged to publish Usage Limits. Whether or not published, We may apply, change or remove Usage Limits at any time without notice. We may throttle, queue, reject or suspend MCP requests that exceed any Usage Limits, or that We reasonably believe may degrade the Services for other customers. Unless and until We notify You otherwise, the MCP Server is provided free of charge. We may introduce fees for the MCP Server in future. The amount, timing, pricing model (for example per user, per request, usage-based, plan-based or as a paid add-on), and any changes to them will be determined at Our sole discretion. We will notify You by email or within the Services before any fee first applies to Your Account. If You do not accept the fees, You may disable the MCP Server before they take effect. Continued use of the MCP Server by any of Your Authorised Users after that date constitutes acceptance of the fees. No period of free access, whether during a beta or otherwise, creates any right to continued free access. Fees charged by AI Platform providers are solely Your responsibility.

6.14 Disabling, suspension, changes and withdrawal. Disabling the MCP Server blocks new MCP requests to Your Account for all Authorised Users. It does not recall, delete or affect any Data or AI Output already transferred to or stored by an AI Platform, which remains subject to term 6.10, and it does not reverse any MCP Action already performed. We may, without liability, immediately suspend or revoke any AI Client, token, Authorised User’s MCP access or the MCP Server for Your Account, in whole or in part, where We reasonably suspect a security risk, compromised credentials, prompt injection, abnormal activity, breach of this term 6, or where required by Law. We may modify, add or remove MCP tools, scopes or supported AI Platforms, or discontinue the MCP Server, at any time. We are not responsible for any failure, change or discontinuation of an AI Platform or of its support for the Model Context Protocol.

6.15 Indemnity. You shall defend, indemnify and hold harmless ENBRAUN TECHNOLOGIES, its affiliates, officers, employees and agents from and against all claims, demands, losses, damages, penalties, fines, costs and expenses (including reasonable legal fees) arising out of or relating to: (a) any MCP Action; (b) any AI Output or its use; (c) the sharing of Data, including Personal Data, with any AI Platform by You or any Authorised User; (d) Your or any Authorised User’s breach of this term 6 or of the terms of any AI Platform; or (e) any claim by an Authorised User, employee, contractor, client or Data Subject relating to the use of the MCP Server under Your Account.

6.16 Logs. We may record technical information about MCP requests, such as the Authorised User, AI Client, time and nature of the request, for Our own security, support, abuse prevention and billing purposes. These records are not made available within the Services. We have no obligation to provide them to You, but may do so at Our discretion on written request, subject to availability and retention periods and at Our then current professional services rates. We do not warrant that any such records are complete, and they do not create an obligation on Us to monitor, detect, prevent, notify You of or reverse any MCP Action. These records are also described in Our Privacy Policy. Nothing in this term 6.16 limits any right a Data Subject has under applicable Data Protection Law.

6.17 Evaluating organisations and trials. Where the MCP Server is used during a trial or evaluation, term 2.2 and, where applicable, term 2.10 also apply. You should use only test or non-production Data during an evaluation, and We have no liability for any MCP Action or AI Output during a trial.

6.18 Precedence. If this term 6 conflicts with any other provision of these Terms or the DPA in relation to the MCP Server, AI Platforms, AI Clients, MCP Actions or AI Output, this term 6 prevails. Nothing in this term 6 limits any other exclusion or limitation of Our liability under these Terms.

7. BILLING, PLAN MODIFICATIONS AND PAYMENTS

7.1 We, Our partners or Our resellers have authorised the company Stripe Inc. (registered at 510 Townsend Street, San Francisco, CA 94103, USA; hereinafter “Stripe”) to facilitate and collect payments on Our behalf through the Stripe payment portal for all or any Subscription of Services made by You and/or any Authorised User.

7.2 Unless otherwise indicated on a form referencing these Terms and subject to term 7.3, all fees associated with Your access to and use of the Services (collectively, the “Subscription Fees”) are due in full upon commencement of Your Subscription Term. If You fail to pay Your Subscription Fees or fees for other services indicated on any form within seven (7) business days of Our notice to You that payment is due, in addition to Our other remedies, We may cancel the Subscription Plan of Services subscribed by You and/or any Authorised User.

7.3 If You choose to upgrade Your Subscription Plan or increase the number of authorized resources that can be scheduled during Your Subscription Term (a “Subscription Upgrade”), any incremental Subscription Fees associated with such Subscription Upgrade will be charged to Your Account, due and payable immediately upon implementation of such Subscription Upgrade.

7.4 No refunds for Subscription Fees or other fees or payments will be provided to You if You elect to downgrade Your Subscription Plan. Credit will be given to You on pro rata basis which will be adjusted against future Subscription Fees.

7.5 Downgrading Your Subscription Plan may cause loss of content, features or capacity of the Services available to You under Your Account, and ENBRAUN TECHNOLOGIES does not accept any liability for such loss.

7.6 ENBRAUN TECHNOLOGIES reserves the right to offer special pricing to You and/or to other clients at its own discretion.

7.7 ENBRAUN TECHNOLOGIES reserves the right to increase the Subscription Fees annually, at its own discretion.

7.8 Optional add on and usage based features including but not limited to Webhooks, API usage, MCP Server usage (subject to term 6.13), integrations, or event delivery services may be charged separately based on applicable pricing and usage.

7.9 Insufficient prepaid balance for usage based services may result in throttling, suspension, delayed processing, or discontinuation of such services without liability.

7.10 Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental assessments, including value added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). You are responsible for paying Taxes except those assessable against ENBRAUN TECHNOLOGIES based on its income. We will invoice You for such Taxes if We believe We have a legal obligation to do so and You agree to pay such Taxes if so invoiced.

8. CANCELLATION AND TERMINATION

8.1 You may elect to cancel Your Subscription Plan at any time, but such request to cancel will only come into effect after the completion of Your current Subscription Term.

8.2 No refunds or credits will be provided to You if You elect to cancel Your Subscription at any time before the completion of Your current Subscription Term.

8.3 Except as provided under terms 2.5 and 8.7, ENBRAUN TECHNOLOGIES may at its own discretion elect to cancel Your Subscription at any time at its own discretion and shall provide You with refund on a pro rata basis for the remainder of Your Subscription Term.

8.4 Unless Your Subscription to the Services is so cancelled, Your Subscription to the Services will renew for a Subscription Term equivalent in length to the then expiring Subscription Term. Unless otherwise provided for in any form and term 7.7, the Subscription Fees applicable to the existing clients for the Subscription to the Services at the time of renewal of the Subscription shall be the current Subscription Fees plus ten percent (10 %) increase (average annual increase, applied once every year or once every few years in bulk) to the current Subscription Fees or Our standard Subscription Fees at the time of renewal, whichever is less, payable immediately as on the time such subsequent Subscription Term commences.

8.5 Following the cancellation of Your Subscription to the Services, We reserve the right to delete all Your Data in the normal course of operation. Your Data cannot be recovered at any time later than three (3) months from the date Your Subscription to the Services is cancelled.

8.6 If You cancel Your Subscription to the Services prior to the end of Your then effective Subscription Term or We effect such cancellation pursuant to terms 2.5 or 8.7, in addition to other amounts You may owe ENBRAUN TECHNOLOGIES, You must immediately pay any then unpaid Subscription Fees associated with the remainder of such Subscription Term.

8.7 ENBRAUN TECHNOLOGIES reserves the right to modify, suspend or cancel Your Subscription to the Services, and remove, disable and discard any of Your Data if We believe that You or any Authorised User have violated these Terms. Unless legally prohibited from doing so, ENBRAUN TECHNOLOGIES will use commercially reasonable efforts to contact You directly via email to notify You when taking any of the foregoing actions. ENBRAUN TECHNOLOGIES shall not be liable to You, any Authorised User or any other third party for any such modification, suspension or discontinuation of Your rights to access and use the Services. Any suspected fraudulent, abusive or illegal activity by You or any Authorised User may be referred to law enforcement authorities at Our sole discretion.

9. DATA PROTECTION

9.1 In case any Data is referred to an identified or identifiable natural person (collectively, the “Personal Data”) and the European Regulation no. 2016/679 (the “GDPR”) applies, You appoint Us as “processor” of the Personal Data on Your behalf, in order to process them for the purpose of hosting and processing (including, without limitation, reformat and manipulate) such Data to provide You with the Services. In particular, by accepting these Terms, You accept to be fully compliant with the GDPR and to be bound also by ENBRAUN’S Data Processing Appendix (DPA) attached hereto, which is an integral part of these Terms and is incorporated herein by reference. You agree to indemnify Us in respect of any claim by a third party that any processing of such Personal Data by means of the Service does not comply with the GDPR.

9.2 We are allowed to analyse anonymised Data (i.e., Data that are no more Personal Data and that, therefore, do not include personal identifiers of a person, such as his or her name, e mail address, address, etc.) for the purpose of maintaining, updating or improving the Services, as well as to conduct internal statistics and analytics on the use and proper functioning of the Services. You have no right, title or interest in any result of these analyses performed by Us, which shall be deemed as Our Intellectual Property Rights.

9.3 Where You or any Authorised User connect an AI Platform through the MCP Server, You are the Controller of any transfer of Personal Data to that AI Platform. The provider of the AI Platform is not Our Sub Processor, agent or subcontractor, and Our obligations as Processor end at the point Data is delivered to the AI Client authenticated by Your Authorised User.

10. DISCLAIMER OF WARRANTIES

10.1 These Terms set out the full extent of Our obligations and liabilities in respect of the supply of the Service. There are no conditions, warranties, representations or other terms, express or implied, that are binding on Us except as specifically stated in these Terms. Any condition, warranty, representation or other term concerning the supply of the Service which might otherwise be implied into, or incorporated in, these Terms, or any collateral contract, whether by statute, common law or otherwise, is excluded to the fullest extent permitted by Law.

10.2 You acknowledge that the Service has not been developed to meet Your individual requirements and that it is therefore Your responsibility to ensure that the facilities and functions of the Service meet Your requirements.

10.3 You acknowledge that the Service (including any web or mobile applications) may not be free of bugs or errors and may not be available at all times or without interruption, and You agree that the existence of any such bugs or errors or the occurrence of any such interruptions in availability will not constitute a breach of these Terms.

10.4 Without limiting the above, We make no warranty regarding the accuracy, completeness or suitability of any AI Output, or the availability, behaviour or security of any AI Platform or AI Client.

11. LIMITED LIABILITY AND INDEMNIFICATION

In no event shall We be liable for any direct, indirect, incidental, special, exemplary, punitive or consequential damages (including, but not limited to, procurement of substitute goods or services, computer failure or malfunction, loss of data or profits, business interruption, loss, alteration or corruption of Data caused by any MCP Action, any decision taken in reliance on AI Output, etc.) however caused and on any theory of liability, whether in contract, strict liability or tort (including negligence or otherwise) arising in any way out of the use of the Services, even if We are aware of or have been advised of the possibility of such damages. In any case, We are not liable for the acts or omissions of Our contractors, vendors, cloud provider or other service provider.

Notwithstanding the preceding, ENBRAUN TECHNOLOGIES agrees to indemnify You for damages resulting from a lawsuit brought against You by a third party successfully proving beyond doubt in the court of governing Law and jurisdiction that the Services as delivered to You under this Agreement infringe upon any patent, copyright, trademark, trade secret or other Intellectual Property Right of that third party. This term does not cover any losses or damages caused due to or related to loss of Your or any third party’s Data.

In any case, the maximum liability of ENBRAUN TECHNOLOGIES for all claims relating to this Agreement shall be limited to the amount You paid for the Services during the twelve (12) months just prior to such claim until the day such liability arises.

The foregoing constitutes Your sole remedies available to You with respect to any of Our liability under these Terms.

You will indemnify and hold ENBRAUN TECHNOLOGIES harmless against any claim brought by a third party against ENBRAUN TECHNOLOGIES arising from or related to use of the Services by You and/or any Authorised User in breach of these Terms or matters which You have expressly agreed to be responsible for pursuant to these Terms, or arising from or related to the MCP Server, any MCP Action, any AI Output or any AI Platform, as further set out in term 6.15.

12. SUPPORT SERVICE DEFINITION AND ENTITLEMENT

12.1 “Support” includes but is not limited to assistance, answers, suggestions, solutions, resources (including but not limited to documents, images and videos) provided by ENBRAUN TECHNOLOGIES’S representatives via any means of communication including but not limited to email, phone, web meeting software, Skype or other internet calling application.

12.2 ENBRAUN TECHNOLOGIES at its own discretion may provide a help or Support section which will provide resources to assist You and/or any Authorised User to effectively use Our Services.

12.3 Our account managers will provide Support and will coordinate on behalf of ENBRAUN TECHNOLOGIES to ensure that You and/or any Authorised User receive assistance to ensure effective use of Our Services.

12.4 ENBRAUN TECHNOLOGIES at its own discretion may provide a ticketing system which can be used by You to reach Our support team to request Support.

12.5 Support does not include writing third party integrations for You by Our technical team. We may at Our own discretion offer integration services for an additional fee that will be quoted on a case to case basis.

13. ASSIGNMENT

You may not, directly or indirectly, by operation of Law or otherwise, assign all or any part of these Terms or Your rights under these Terms or delegate performance of Your duties under these Terms without ENBRAUN TECHNOLOGIES’s prior consent, which consent will not be unreasonably withheld. We may, without Your consent, assign Our Agreement with You to any affiliate or in connection with any merger or change of control of ENBRAUN TECHNOLOGIES or the sale of all or substantially all Our assets, provided that any such successor agrees to fulfil its obligations pursuant to these Terms. Subject to the foregoing restrictions, these Terms will be fully binding upon, inure to the benefit of and be enforceable by You and ENBRAUN TECHNOLOGIES and respective successors and assigns.

14. ENTIRE AGREEMENT

These Terms, together with any forms and appendixes, constitute the entire Agreement and supersede all prior agreements between You and ENBRAUN TECHNOLOGIES regarding the subject matter hereof.

15. RIGHT TO AMEND

We have the right to amend these Terms at any time and to change, delete, discontinue or impose conditions on use of the Services, in which case the new Terms will supersede prior terms. Any changes will be effective after seven (7) days from the time We first notify You and/or administrator and/or owner of Your eRS Cloud account about such changes via email and/or notifications while using the Services and/or other reasonable means. Your use of the Services or any part of it after We notify You of any such changes constitutes Your acceptance of the modified terms. If You do not accept modified terms in part or full, You must terminate Your Account and stop using Our Services before the change takes effect. ENBRAUN TECHNOLOGIES’s failure to enforce at any time any provision of these Terms does not constitute a waiver of that provision or of any other provision of the Terms. Without limiting the foregoing, We may change, suspend or withdraw the MCP Server, its tools, scopes or supported AI Platforms at any time, with or without notice where required for security reasons or as a result of changes made by an AI Platform provider.

16. SEVERABILITY

If any provision in these Terms is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted to best accomplish the original provision fully permitted by Law, and the remaining provisions of these Terms shall remain in effect.

17. SURVIVAL

Terms 3, 4 and 10–20, and terms 6.7 to 6.10, 6.15, 6.16 and 6.18, shall survive any termination of this Agreement with respect to use of the Services by You or any Authorised User. Termination of such Agreement shall not limit Your or ENBRAUN TECHNOLOGIES’S liability for obligations accrued as on or prior to such termination or for any breach of these Terms.

18. RELATIONSHIP BETWEEN PARTIES

ENBRAUN TECHNOLOGIES and You are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between ENBRAUN TECHNOLOGIES and You.

19. USE OF CLIENT’S NAME, LOGO AND TESTIMONY

19.1 ENBRAUN TECHNOLOGIES will not make any claims on Client’s behalf and will not publish or make public any communication or feedback from Client without taking permission from the Client.

19.2 Unless denied by client in writing, it is implied that Client agrees that ENBRAUN TECHNOLOGIES can use and publish Client’s name and logo on its website and/or any marketing, promotional or other document or material for the sole purpose of communicating and establishing that Client is or was using its Services.

19.3 ENBRAUN TECHNOLOGIES reserves the right to use and publish testimony provided by Client in any form or manner on its website and/or any marketing, promotional or other document or material.

20. GOVERNING LAW AND JURISDICTION

These Terms will be governed by the laws applicable in Republic of India. State courts located in Jaipur, Rajasthan, India will have exclusive jurisdiction to decide dispute(s), if any, which may arise in future between You and/or any Authorised User and ENBRAUN TECHNOLOGIES or other related or affected parties, irrespective of the place where the cause of action arises.

DATA PROCESSING APPENDIX

This Data Processing Appendix (hereinafter the “DPA”) constitutes a legal and binding agreement and an integral part of the Terms and applies where We are processors of Personal Data on Your behalf.

All terms with initial capital letters used herein shall have the meanings ascribed to them in the Terms, unless specifically defined herein.

1. SCOPE OF THIS DPA

The scope of this DPA is to detail the terms and conditions according to which, during the performance of Our Services, We will process on Your behalf Personal Data, as provided in the Terms.

2. DEFINITIONS

In addition to the definitions in Our Terms, the following definitions apply to the following capitalized terms in this DPA, provided that a word defined in or importing the singular number has the same meaning when used in the plural number, and vice versa:

2.1 “Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data.

2.2 “User Data” means any Personal Data that We process on Your behalf via the Services, as more particularly described in this DPA.

2.3 “Data Subject” means each person whose Personal Data are processed for the Purpose, in the context of the provision of Our Services.

2.4 “Data Protection Law” means all data protection laws and regulations applicable to a Party’s Processing of Personal Data under the Terms including, where applicable, the European General Data Protection Regulation no. 2016/679.

2.5 “Party” means either You or Us, while “Parties” means, collectively, both You and Us.

2.6 “Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to Personal Data transmitted, stored or otherwise processed.

2.7 “Processing”, “Process” or “Processed” means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

2.8 “Processor” means a natural or legal person, public authority, agency or other body which processes personal data on behalf of the Controller.

2.9 “Purpose” means the provision of the Services and the associated Processing of Personal Data, as well as Your instruction provided to Us during the use of the Services and/or the execution of the Terms and/or this DPA.

2.10 “Standard Contractual Clauses” or “SCCs” means the contractual clauses for the transfer of Personal Data to processors in third countries, approved by the European Commission from time to time.

2.11 “Sub Processor” means the entity engaged by Us to process Personal Data on Our behalf and under Our instructions.

3. SUBJECT OF THIS DPA

3.1 Appointment. You appoint Us as Processor of User Data in the context of the provision of the Services specified in the Terms and in connection with the Purpose.

3.2 Details of Processing activities. The details of the Processing activities under this DPA are specified below. You acknowledge and agree that all such details are correct and comprehensive:

3.2.a. Categories of Data. Categories of Data refers to Personal Data submitted and processed in connection with use of Our Services.

3.2.b. Subject matter of the Processing. The Personal Data processed will be subject to the Processing activities required for the provision of the Services, as specified in the Terms and in this DPA. In particular, the Processing shall include: cloud storage of electronic files and Data and making this available to You and Authorised Users, allowing changes, additions and deletions made by You and Your Authorised Users, and producing reports. Access to and migration of Data as necessary to carry out requested Support Services.

3.2.c. Nature of the Processing. Processing of any Personal Data is purely incidental to the provision of Our Services and is limited to storage, authorised disclosure, production of reports, access and migration. No migration of or access to or other Processing of any Personal Data is carried out as a part of the Services other than as may be required on Your specific documented instructions. Processing initiated through the MCP Server is performed on Your instructions, given by You or Your Authorised Users through an AI Client, and Our Processing of such Data ends when it is delivered to that AI Client.

3.2.d. Data Subjects. Data Subjects are those individuals referred to in term 2.2 above, to whom Personal Data relates.

3.2.e. Duration of Processing. Personal Data will be processed for the duration of the Terms.

4. OUR OBLIGATIONS

4.1 Purpose and Your instructions. We shall only process, on Your behalf, User Data according to Your instruction and exclusively for the Purpose.

4.2 Technical and organizational measures. We warrant and undertake to maintain appropriate and sufficient technical and organizational security measures to protect the User Data against accidental or unlawful destruction or accidental loss, damage, alteration, unauthorized disclosure or access and against all other unlawful forms of Processing. Such measures shall be at least the measures set out in Our Privacy Policy; the said measures include, without limitation, physical access control, logical access control and data encryption. We can provide You, upon request, with adequate proof of compliance with the foregoing. We do not maintain any hard copies of Data with Us. In addition, We conduct regular audits for protection of the User Data (i.e., evaluate and review the method of collecting, storing and processing the User Data).

4.3 Personal Data Breach notification. We will notify You, without undue delay, after becoming aware of a Personal Data Breach, taking reasonable steps to mitigate the effects and to minimize any damage resulting from the Personal Data Breach. In particular, at the latest within seventy two (72) hours upon the technical discovery of such breach of User Data, We will provide You with at least the following information:

(i) the nature of the Personal Data Breach including, where possible, the categories and approximate number of Data Subjects concerned and the categories and approximate number of User Data records concerned;

(ii) the likely consequences of the Personal Data Breach;

(iii) the measures taken or proposed to be taken to address the Personal Data Breach, including, where appropriate, measures to mitigate its possible adverse effects.

4.4 Confidentiality. We ensure that all persons authorized to process the User Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

4.5 Assistance and cooperation. We will promptly inform You if, in Our opinion, Your instructions infringe the relevant Data Protection Law or if We are unable to comply with Your instructions. At Your expense and subject to a separately agreed price quotation, We will provide You with reasonable assistance in complying with data security, data breach notifications, data protection impact assessments and prior consultations with supervisory authorities requirements under the relevant Data Protection Law, taking into account the nature of the Processing and the information available to Us.

4.6 Data Subjects’ rights. We shall forward to You all the requests coming from Data Subjects concerning the exercising of their rights under the applicable Data Protection Law. At Your expense and subject to a separately agreed price quotation, We will provide You with reasonable assistance in the consequent actions required, as provided by the applicable Data Protection Law. You understand and agree that certain requests concerning exercising of Data Subjects’ rights may require Us to directly reply to the same Data Subjects.

4.7 Anonymization or deletion of the Personal Data. At Your request or, in any case, after the termination of the Terms, We shall anonymise or, if anonymisation is not technically feasible, remove all User Data in Our possession in a secure manner. In particular, following the termination of the Terms, User Data linked to Your account will be retained for a period of six (6) months from such termination within which You may contact Us to export such Data; beyond such term, We are authorized to anonymize or delete all User Data in the normal course of operation, unless We are required by any applicable Law to retain some or all of such User Data (which in any case shall be securely protected from any further Processing except to the extent required by such Law).

4.8 Sub Processors. You give Us a general authorization to engage Sub Processors to process User Data for the Purpose. To such purpose, We represent and warrant that Our Sub Processors shall provide Us sufficient guarantees to implement appropriate technical and organizational measures to ensure that their sub Processing will meet requirements under the applicable Data Protection Law, to the extent applicable to the nature of the services provided by such Sub Processors. The list of Our Sub Processors is attached hereto in Exhibit A and it will be updated in case of addition or replacement of Sub Processors. AI Platforms connected by You or Your Authorised Users through the MCP Server are not Sub Processors.

4.9 Personal Data international transfers. You acknowledge that We may transfer and process User Data anywhere in the world where We or Our Sub Processors maintain data processing operations. We shall at all times ensure that such transfers are made in compliance with the requirements of the relevant Data Protection Law. In particular, for transfers of Personal Data to Us for Our processing in a jurisdiction other than a jurisdiction in the European Union, the European Economic Area, or the European Commission approved countries providing adequate data protection, We agree to either use the Standard Contractual Clauses approved by the European Commission at the time or enter into agreements which are similar to the SCCs or to this DPA.

5. YOUR OBLIGATIONS

You represent and warrant that, in relation to the Processing of Personal Data for the Purposes in the context of the Services, You act as a Controller and, therefore:

5.1 You shall comply with any Data Protection Law when processing Personal Data, providing Us with lawful Processing instructions;

5.2 Data Subjects have been previously informed of Our Processing of their Personal Data, as required by any applicable Data Protection Law;

5.3 There is a valid legal ground for Our Processing of Personal Data, under the applicable Data Protection Law;

5.4 You shall not disclose to Us (and shall not permit any Data Subject to disclose to Us) any special categories of Personal Data (personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data, data concerning health or data concerning sex life or sexual orientation);

5.5 You shall comply with Data Subjects’ requests to exercise their rights of access, rectification, erasure, data portability, restriction of Processing and objection to the Processing, as well as their rights related to automated decision making;

5.6 You shall have the sole responsibility for the Personal Data accuracy, quality and the related proportionality and data retention principles;

5.7 You shall implement appropriate technical and organizational measures to ensure, and to be able to demonstrate, that the Processing of Personal Data is performed in accordance with the applicable Data Protection Law; and

5.8 You will cooperate with Us to fulfil our respective data protection compliance obligations in accordance with the applicable Data Protection Law (in particular, without limiting the foregoing, You shall forward to Us any Data Subjects’ request regarding the Processing of their data, such as requests of erasure, update, restriction, etc.).

6. LIABILITY

6.1 General. Each Party agrees that it will be liable to Data Subjects for the entire damage resulting from a violation of the applicable Data Protection Law. If one Party paid full compensation for the damage suffered, it is entitled to claim back from the other Party that part of compensation corresponding to such Party’s part of responsibility for the damage. To such purpose, You agree to be liable to Data Subjects for the entire damage resulting from a violation of the applicable Data Protection Law with regard to Processing of Personal Data for which You are a Controller, and that We will only be liable to Data Subjects for the entire damage resulting from a violation of the obligations of the applicable Data Protection Law directed to Us or where We acted outside of, or contrary to, Your lawful instructions. We will be exempt from liability if We prove that We are not in any way responsible for the event giving rise to the damage.

6.2 Limitation of liability. In any case, to the maximum extent provided by the Law, terms 10 and 11 of the Terms of Service shall apply to any of Our liability arising from, or in any way connected to, Our obligations under this DPA.

7. TERM AND TERMINATION

7.1 Term. This DPA shall commence on the first day the Terms are effective and shall continue in full force and effect until the termination of the same Terms.

7.2 Termination in case of breach. This DPA may be immediately terminated by a Party if the other Party breaches any material obligation thereof and fails to remedy such breach within ten (10) days after receiving a written notice from the non-defaulting Party requiring it to remedy the breach.

Exhibit A - List of Sub-Processors

Note: AI Platforms connected by You or Your Authorised Users through the MCP Server (for example Anthropic Claude, Microsoft Copilot, OpenAI ChatGPT or Google Gemini) are not Sub Processors of ENBRAUN TECHNOLOGIES and are engaged directly by You.