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Terms of Service

Last updated: 31 July 2026

Welcome and thank you for your interest in Barad! These Terms of Service, together with any applicable Supplemental Terms (as defined below) (collectively, this "Agreement"), are a binding contract between you ("Customer", "you", "your") and Samwise AI Limited (company no. 17094690), whose registered office address is at 6th Floor Manfield House, 1 Southampton Street, London, England, WC2R 0LR ("Samwise AI", "we", "us", or "our"). This Agreement governs your access to and use of the website located at barad.io (the "Site"), Barad, our online coding harness, and any other products, tools, software, features, or services made available by Samwise AI under the Barad name (together with the Site, the "Services"), as further described herein.

By using the Services, you acknowledge that you have read and understand this Agreement, and you agree to be legally bound by its terms. You represent and warrant that you have the right, power, and authority to enter into this Agreement and, if entering into this Agreement on behalf of an organisation, that you have the legal authority to bind such organisation. If you do not agree to this Agreement, you may not access or use the Services.

Samwise AI has developed Barad, an AI-powered online coding harness. Barad runs coding agent sessions on isolated virtual machines, bound to repositories and other third-party services you connect. As directed by you, the Services leverage AI-powered agents ("Agents") to read and modify code, run commands and tests, create commits and other repository changes, publish content, and carry out other software development tasks across such connected services on your behalf.

If you subscribe to any feature or functionality of the Services for a term (the "Initial Term"), your subscription will automatically renew for additional periods of the same duration at Samwise AI's then-current fee, unless you opt out of automatic renewal as described in "Fees and payment" below.

Please read this Agreement carefully and be aware that "Arbitration agreement" below provides that, unless you opt out within 30 days of agreeing to this Agreement, all disputes between you and Samwise AI, with limited exceptions, will be resolved by binding and final arbitration, and contains a class action and jury trial waiver.

PLEASE NOTE THE SERVICES ARE FOR CUSTOMERS AGED 18 AND OVER. IF YOU ARE UNDER 18, YOU MAY NOT ACCESS OR USE THE SERVICES.

Samwise AI may amend this Agreement from time to time by posting a new copy of it on this page or a successor page. If we make material changes, we will provide written notice and attempt to notify you by email. If you do not agree to any such amendment, you must stop using the Services. Your continued use of the Services after any amendment constitutes your binding acceptance of it, provided that we may also require you to further evidence such acceptance in a specified manner before continued use.

Your use of, and participation in, certain Services is subject to our Acceptable Use Policy, and any other supplemental terms referenced in or published by Samwise AI on its Site or presented in the applicable Services, in each case as may be updated from time to time ("Supplemental Terms"). If these Terms are inconsistent with the Supplemental Terms, the Supplemental Terms control to the extent of the conflict, solely with respect to the relevant Service. These Terms and any applicable Supplemental Terms are referred to herein as the "Agreement".

Some specific notes to our European users

1. Barad Services; access; restrictions

License to the Services

Subject to the terms and conditions of this Agreement, Samwise AI grants you a revocable, non-sublicensable, non-transferable, non-exclusive right to access and use the Services and accompanying documentation, solely for your internal business or personal software development purposes.

Access

The Services are currently available by invitation only. We may grant, decline, or withdraw an invitation at our discretion. You will be provided access to and use of the Services through unique and confidential account credentials. These credentials cannot be shared or used by more than one individual to access the Services. You are responsible for maintaining the confidentiality of your account credentials and are solely responsible for all activity that occurs under them. You will promptly notify Samwise AI of any actual or suspected unauthorised use of or access to your account.

Support

Subject to the terms and conditions of this Agreement, Samwise AI will exercise commercially reasonable efforts to (a) provide support for your use of the Services, and (b) keep the Services operational and available to you, in each case in accordance with our standard policies and procedures.

Restrictions

As used herein, "Samwise AI Technology" means the Services, accompanying documentation, Performance Data (see "Proprietary rights"), and all applicable software, data, or technical information used by Samwise AI or provided to you in connection with the foregoing. You will not, and will not suffer, allow, assist, or enable any other person to:

Acceptable use

You acknowledge that Samwise AI, including through certain AI Tools (as defined below), may, but is not obligated to: (a) use certain measures and technologies (including AI-powered systems) designed to screen Inputs to block the generation of Outputs or Agent actions that would not conform to our Acceptable Use Policy and/or any terms applicable to any AI Tools; and (b) take such other steps in relation to Customer Content as set out in our Acceptable Use Policy or as we otherwise deem appropriate, in our sole discretion, including to account for changes in applicable laws, regulations, industry standards, and/or the state of technology.

Suspension

Samwise AI reserves the right to block, suspend, or terminate your access to the Services for any failure, or suspected failure, to comply with the "Restrictions" above. We may also block, suspend, or terminate your access to all or any part of the Services, without notice and without incurring any resulting obligation or liability, if we believe in good faith that your use of the Services poses a risk to the security or integrity of our systems, interferes with our ability to reliably provide the Services to other customers, or may subject us to liability.

Customer Content

Any content or information uploaded or transmitted to the Services by you or your users — including repository contents, code, prompts, instructions, files, session transcripts, and published content, including from Third-Party Services (defined below), and any Outputs generated by or through the Services — constitutes "Customer Content". You are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Content. Customer Content will not: (a) be unlawful; (b) knowingly contain viruses, worms, or other malicious code intended to damage the Services; or (c) violate the intellectual property, privacy, or other rights of any third party, or violate any applicable law. You acknowledge that, in the course of providing the Services, Samwise AI may process repository contents and other materials containing sensitive or personal information. We process such information solely to provide the Services and apply appropriate technical and organisational safeguards, in accordance with our Privacy Policy.

2. Third-party services

Third-party services

Any third-party service or application connected to, or integrated with, the Services by or on your behalf constitutes a "Third-Party Service". You may elect, or where it is a necessary part of the Services, may be required, to link certain Third-Party Services (such as source-control platforms like GitHub, and model providers like OpenAI) to the Services, including by entering your credentials, API keys, or other access tokens. You acknowledge that: (a) Samwise AI may access any Customer Content provided via a Third-Party Service so that it may be used in accordance with this Agreement; (b) you are instructing Samwise AI to share Customer Content (including personal data where directed) with the providers of such Third-Party Services; (c) you are responsible for ensuring you are entitled to grant Samwise AI access to your account with a Third-Party Service (including compliance with any employer policies and the terms of any repository you connect); and (d) you are responsible for all activity under Third-Party Services and any content derived from them, including any related payment obligations. Third-Party Services are not under Samwise AI's control, and we are not responsible for them, including third-party outages, data loss, third-party terms or practices, or changes made by third-party providers. We do not guarantee the continued interoperability or availability of any Third-Party Service, which may be updated or removed from the Services from time to time.

Use of AI Tools

The Services leverage generative artificial intelligence and machine learning services, including third-party large language models (collectively, "AI Tools", which include the Agents). You may submit queries or other inputs to the AI Tools ("Inputs") and receive outputs generated in response ("Outputs"). Inputs and Outputs are both Customer Content. The Services operate on a bring-your-own-provider basis: you connect your own model provider account — such as an OpenAI API key or a ChatGPT subscription — and Inputs and Outputs are exchanged with that provider under your own agreement with that provider, solely to generate Outputs and to drive Agent actions. Samwise AI does not control, and is not responsible for, the provider's handling of Inputs and Outputs under your agreement with it; you should review your provider's terms and privacy policy. You are responsible for all fees and usage charges owed to your provider. You acknowledge and agree that: (a) AI-generated Outputs may be inaccurate, incomplete, or incorrect due to the probabilistic nature of machine learning; (b) Outputs are provided as assistance and do not constitute professional advice; (c) you are solely responsible for reviewing, testing, validating, and deploying all Outputs, including any code the Agents produce; (d) the Services do not replace human judgment, code review, security review, or professional expertise; (e) generated code and other content may contain errors or vulnerabilities and may resemble publicly known patterns or practices; (f) Samwise AI makes no commitment and does not warrant the completeness, truthfulness, accuracy, legality, originality, reliability, performance, or fitness for purpose of any Outputs; and (g) you assume all risk arising from reliance on Outputs.

Agents

The Services enable you to deploy Agent functionality so that an Agent may take actions on your behalf. You are responsible for setting and updating the level of autonomy, permissions, access levels, and operational modes for your Agent, including which repositories and Third-Party Services it may access and which actions it is authorised to take. If you request that an Agent take certain actions, you are solely responsible for authorising that conduct and for the actions the Agent takes on your behalf, including reviewing its Outputs and actions. Any conduct you engage in as a result of information provided by an Agent, or any other AI-enabled feature made available through Samwise AI or Third-Party Services, is at your own risk. Samwise AI will not be liable to you or any third party for an Agent (or other AI-enabled feature) providing inaccurate information to you or anyone else interacting with it. You, and not Samwise AI, are solely responsible for your use of the Agents, including any Outputs and decisions made or actions taken — whether by you or an Agent — based on any Input or Output.

Model policies

The AI Tools are powered by foundation models provided by third-party providers under accounts you connect. You agree to comply with the applicable acceptable use policies of each such provider. Samwise AI may add, remove, or replace supported third-party model providers at any time, and your continued use of the Services constitutes acceptance of the applicable acceptable use policies of any such providers.

3. Fees and payment

Subscriptions; fees

Where offered, licences to the Services are available on a subscription basis (a "Subscription"). The fees for a Subscription ("Fees") will be set out on an order presented to you within our Site or the Services in connection with your acceptance of this Agreement and subscription to the Services (an "Order"), and will be billed at the start of the Subscription and at regular intervals per your elections at the time of purchase. Fees do not include amounts you owe to Third-Party Services, including model providers you connect. Samwise AI reserves the right to change the timing of billing and to change Subscription pricing at any time. If a pricing change affects your Subscription, we will use commercially reasonable efforts to notify you, such as by email. If you do not agree with a pricing change, you may cancel your Subscription as described in "Cancelling subscriptions" below. Fees are non-refundable (except as expressly set out in an Order) and are not eligible for set-off. You will pay Fees within thirty (30) days of receipt of an invoice, and will maintain complete, accurate, and up-to-date billing and contact information.

Automatic renewal

Each Subscription continues and automatically renews at Samwise AI's then-current price until terminated in accordance with this Agreement (each renewal, a "Renewal Term"). The renewal frequency (e.g. monthly, annually) is designated on the Order. By subscribing, you authorise Samwise AI to charge your designated payment method now, and again at the start of any Renewal Term. If we do not receive payment upon renewal: (i) you shall pay all amounts due on your account upon demand, and/or (ii) we may terminate or suspend your Subscription and continue attempting to charge your designated payment method until payment is received (upon receipt, your account will be reactivated and, for renewal purposes, the Renewal Term begins as of the day payment was received).

Cancelling subscriptions

You may cancel your Subscription from your account settings at app.barad.io, or otherwise by contacting us (see "Notice" below). Cancellation is effective at the end of the then-current Subscription period. Any cancellation is subject to any minimum term agreed in an Order.

Effect of cancellation

If you cancel your Subscription, you may continue to use it until the end of the then-current Subscription term; your Subscription will not renew after that term expires. You will not be eligible for a prorated refund of any portion of the Fees paid for the then-current Subscription period.

Payments

You agree to pay all charges at the amounts in effect when incurred. Samwise AI uses third-party payment service providers (each, a "Third Party Payment Processor"), such as Stripe, Inc. and its affiliates ("Stripe"), for payment services including card acceptance, merchant settlement, and related services. If you subscribe to the Services, you will be required to provide your payment details and any additional information required to complete your order directly to the Third Party Payment Processor. You shall provide and maintain complete and accurate payment and billing information and a valid, authorised payment method by which you shall pay the Fees ("Payment Method"). Where Stripe is the Third Party Payment Processor, you agree to be bound by Stripe's terms and privacy policy as presented to you during checkout. For any other Third Party Payment Processors, you agree to be bound by their relevant terms and conditions as presented to you during the checkout flow. You consent and authorise Samwise AI and its Third Party Payment Processors to share any information and payment instructions you provide with third-party providers to the minimum extent required to complete your transactions. Online payment transactions may be subject to validation checks by Third Party Payment Processors and your card issuer, and Samwise AI is not responsible if your card issuer declines to authorise payment for any reason. Third Party Payment Processors may use fraud-prevention protocols and industry-standard verification systems, and you authorise them to verify and authenticate your payment information. Your card issuer may charge you an online handling or processing fee; Samwise AI is not responsible for this. In some jurisdictions, Third Party Payment Processors may use third parties under strict confidentiality and data protection requirements for payment processing purposes.

Payment information

By providing your Payment Method, you agree that Samwise AI, its service providers, and its Third Party Payment Processors are authorised to immediately charge your account for all applicable Fees, and that no additional notice or consent is required. If your Payment Method is rejected, no longer active, or Fees otherwise cannot be processed via that method, Samwise AI will notify you and you will pay the Fees immediately via another mechanism agreeable to us, pending which we may suspend your access to the Services.

Taxes

All Fees are exclusive of, and you will pay, all sales, use, excise, and other taxes and applicable export/import fees, customs duties, and similar charges levied on you in connection with this Agreement, except for employment taxes and taxes based on Samwise AI's income.

Late payment

Payments that are past due are subject to interest at the rate of one and one-half percent (1½%) per month (or, if less, the maximum allowed by applicable law) of the overdue balance. Samwise AI reserves the right, in addition to any other rights or remedies, to suspend your access to the Services if any Fees set forth in an Order are more than thirty (30) days overdue until paid in full.

4. Proprietary rights

Samwise AI Technology

You acknowledge that Samwise AI retains all right, title, and interest in and to the Samwise AI Technology, including any enhancements, improvements, or derivatives, and that it is protected by intellectual property rights owned by or licensed to Samwise AI. Other than as expressly set forth in this Agreement, no licence or other rights in the Samwise AI Technology are granted to you.

Customer Content

You retain all right, title, and interest in and to Customer Content, including any Outputs generated through your use of the Services. You grant Samwise AI a non-exclusive, worldwide, royalty-free, fully paid-up licence during the Term to access and use Customer Content to provide the Services and any accompanying support, and to develop and improve the Services, other Samwise AI Technology, and other products, services, or technologies (including for training or improving artificial intelligence or machine learning models, systems, or applications).

Performance Data

Samwise AI may monitor your use of the Services and collect and compile general performance and usage data, including metadata such as technical logs, task types, completion rates, Agent success metrics, and the step-by-step execution traces and task trajectories generated by Agents (including sequences of actions, tool invocations, intermediate reasoning steps, and system-level operational data), compiled into aggregated or de-identified form ("Performance Data"). All right, title, and interest in Performance Data, and all intellectual property rights therein, belong to and are retained solely by Samwise AI. We may use Performance Data to operate, improve, analyse, and support the Services and for other lawful business purposes, provided it will not identify you or your Confidential Information.

Feedback

If you provide feedback, suggestions, or recommendations regarding the Samwise AI Technology ("Feedback"), you grant Samwise AI an unrestricted, unconditioned, irrevocable, perpetual right and licence, without compensation, to freely use and exploit such Feedback in connection with our business, products, and services. Feedback constitutes Samwise AI's Confidential Information.

5. Confidential information; personal data

Restrictions

"Confidential Information" means all information regarding a party's business, including technical, marketing, financial, employee, planning, and other confidential or proprietary information, that (a) is clearly identified as confidential or proprietary at the time of disclosure, or (b) the receiving party knew or should have known, given the nature of the information and circumstances of disclosure, was considered confidential or proprietary. Each party agrees to (a) use the other party's Confidential Information only as set forth in this Agreement, (b) not disclose it to any third party except as expressly permitted, (c) limit access to employees and contractors who need to know it, ensuring they are bound by confidentiality obligations at least as protective as these, and (d) protect it from unauthorised use, access, and disclosure in a reasonable manner.

Exclusions

These restrictions do not apply to Confidential Information that (a) is or becomes generally known to the public through no act or omission of the receiving party, (b) was lawfully in the receiving party's possession without confidentiality restrictions before disclosure, (c) is received without confidentiality restrictions from a third party entitled to make the disclosure, or (d) is independently developed by the receiving party. A receiving party may disclose Confidential Information where required by law or court order, and will, if legally permitted, provide advance notice to the disclosing party and cooperate so it can seek confidential treatment.

Personal data

Please review our Privacy Policy for more information about how Samwise AI handles your personal data.

6. Term and termination

Term

This Agreement commences on the date you first access or use the Services and continues for so long as you have access to the Services or an active Subscription (the "Term").

Termination by either party

Either party may terminate this Agreement on written notice if the other party materially breaches it and does not cure the breach (if curable) within thirty (30) days after written notice.

Termination by Samwise AI

Samwise AI reserves the right to terminate this Agreement or your access to the Services at any time without cause on notice to you if: (a) you breach or violate this Agreement, including through prohibited, illegal, or fraudulent use of the Services; or (b) we are required to do so by law. We will not be liable to you or any third party for such termination. For customers without an active Subscription, we reserve the right to terminate this Agreement or your access at any time without cause on notice.

Effect of termination

On expiration or termination of this Agreement, the rights and licences granted to you will immediately terminate, you will cease use of the Services, and Samwise AI may delete Customer Content, including session state and published content. Termination will not relieve you of the obligation to pay all Fees accrued prior to termination. Samwise AI will have no liability to you for any suspension or termination, including for deletion of Customer Content. All provisions that by their nature should survive will survive termination, including ownership provisions, warranty disclaimers, and limitations of liability.

No subsequent registration

If this Agreement is terminated for cause, or your access is discontinued due to your violation of this Agreement (including the Acceptable Use Policy) or otherwise inappropriate conduct, you agree not to attempt to re-register with or access the Services through a different account or otherwise.

7. Limited warranties

You represent and warrant that: (a) you have all rights necessary to upload and use Customer Content with the Services — including the contents of any repository you connect — and to grant Samwise AI the licences in this Agreement without violating any third-party intellectual property, privacy, or other rights, or any agreement with a Third-Party Service; and (b) to the extent you access or use the Services in connection with your employment or engagement by an organisation, you have obtained all necessary authorisations, consents, and approvals from that organisation to use the Services for its benefit, connect its repositories or other systems, upload or transmit its content or information through the Services, and grant Samwise AI the rights and licences set out in this Agreement. You are solely responsible for compliance with any policies or obligations between you and your organisation relating to Third-Party Services or the handling of its confidential or proprietary information.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND (B) SAMWISE AI AND ITS SUPPLIERS MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, AND HEREBY EXPRESSLY DISCLAIM ANY AND ALL OTHER WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. SAMWISE AI DOES NOT WARRANT OR REPRESENT THAT THE SERVICES WILL BE FREE FROM BUGS, UNINTERRUPTED, OR ERROR-FREE.

YOU ACKNOWLEDGE AND AGREE THAT SAMWISE AI IS NOT LIABLE, AND YOU AGREE YOU WILL NOT SEEK TO HOLD SAMWISE AI LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING ANY THIRD-PARTY SERVICE, AND THAT THE RISK OF INJURY FROM ANY THIRD PARTY RESTS ENTIRELY WITH YOU.

YOU ACKNOWLEDGE THAT THE SERVICES LEVERAGE AI TOOLS AND THAT SAMWISE AI IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD SAMWISE AI LIABLE, FOR ANY THIRD-PARTY AI TOOLS, INCLUDING MODEL PROVIDERS WHOSE ACCOUNTS YOU CONNECT. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES AND OUTPUTS COMPLIES WITH ALL APPLICABLE LAWS. YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE OF THE SERVICES, AGENTS, AND ANY OUTPUTS OR ACTIONS RESULTING FROM THEM, INCLUDING ANY CODE YOU MERGE, DEPLOY, OR PUBLISH. YOU SHOULD EVALUATE THE FITNESS OF ANY OUTPUT AS APPROPRIATE FOR YOUR SPECIFIC USE CASE.

FROM TIME TO TIME, SAMWISE AI MAY OFFER NEW "BETA" FEATURES OR TOOLS WITH WHICH YOU MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT SAMWISE AI'S SOLE DISCRETION. THIS SECTION APPLIES WITH FULL FORCE TO SUCH FEATURES OR TOOLS.

YOU ACKNOWLEDGE AND AGREE THAT ANY ADVICE OR INFORMATION PROVIDED THROUGH THE SERVICES (INCLUDING IN ANY OUTPUTS) IS NOT INTENDED TO BE LEGAL, ACCOUNTING, OR ANY OTHER PROFESSIONAL ADVICE, AND SHOULD NOT BE USED AS A SUBSTITUTE FOR IT. YOU SHOULD ALWAYS CONSULT YOUR OWN LAWYER, ACCOUNTANT, OR OTHER RELEVANT PROFESSIONAL BEFORE MAKING IMPORTANT PERSONAL OR PROFESSIONAL DECISIONS.

8. Indemnification

You shall indemnify and hold Samwise AI, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a "Samwise AI Party") harmless from any losses, costs, liabilities, and expenses (including reasonable attorneys' fees) relating to or arising out of: (i) your Customer Content; (ii) your use of, or inability to use, the Services; (iii) your violation of this Agreement; (iv) your violation of any rights of another party, including any user; (v) your violation of any applicable laws, rules, or regulations; or (vi) your deployment of or reliance on Agents or any Outputs. This provision does not require you to indemnify any Samwise AI Party for its own unconscionable commercial practice, fraud, deception, false promise, misrepresentation, or concealment of a material fact in connection with the Services. This section survives any termination of your account, this Agreement, and/or your access to the Services.

9. Limitation of liability

TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL SAMWISE AI BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR LOST PROFITS IN ANY WAY RELATING TO THIS AGREEMENT. IN NO EVENT WILL SAMWISE AI'S AGGREGATE, CUMULATIVE LIABILITY IN ANY WAY RELATING TO THIS AGREEMENT EXCEED THE AMOUNT OF FEES ACTUALLY RECEIVED BY SAMWISE AI FROM YOU PURSUANT TO THE APPLICABLE ORDER DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THE FOREGOING LIMITATIONS WILL NOT APPLY TO LIABILITIES THAT CANNOT BE LIMITED BY LAW. THE PARTIES WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR SUCH LIMITATIONS.

10. Procedure for making claims of intellectual property right infringement

It is Samwise AI's policy to terminate the account of any user who repeatedly infringes copyright, trademark, or other intellectual property rights, upon prompt notification by the relevant rights owner or their legal agent. If you believe your work has been copied and posted on the Services in a way that constitutes infringement, please provide our designated agent with: (i) an electronic or physical signature of the person authorised to act on behalf of the owner of the right; (ii) a description of the copyrighted work, trademark, or other right you claim has been infringed; (iii) a description of where on the Services the allegedly infringing material is located; (iv) your address, telephone number, and email address; (v) a written statement that you have a good faith belief that the disputed use is not authorised by the rights owner, its agent, or the law; and (vi) a statement, made under penalty of perjury, that the above information is accurate and that you are the rights owner or authorised to act on their behalf.

Our designated agent for notice of claims of infringement, registered with the U.S. Copyright Office (registration no. DMCA-1076220), is: Remzi Senel, Samwise AI Limited, 6th Floor Manfield House, 1 Southampton Street, London, WC2R 0LR, United Kingdom. Phone: +44 7393 433081. Email: notices@barad.io.

11. General provisions

Governing law

This Agreement and any action related to it will be governed and interpreted under the laws of the State of New York, exclusive of conflict or choice of law rules. This is replaced for European users — see "Europe-specific terms" below.

Assignment; subcontractors

Neither party may assign this Agreement, including any rights or obligations under it, without the other party's prior written consent, except that Samwise AI may assign this Agreement without your consent in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets. Any attempted assignment in violation of the foregoing is null and void. This Agreement binds each party's respective permitted successors and assigns. Samwise AI may subcontract aspects of the Services to qualified third parties.

Force majeure

Samwise AI is not liable for any delay or failure to perform resulting from causes outside its reasonable control, including acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation, fuel, energy, labour, or materials, or resulting from any act or omission of a Third-Party Service provider or unavailability of a Third-Party Service beyond our reasonable control. This is supplemented for European users — see "Europe-specific terms" below.

Questions, complaints, claims

If you have questions, complaints, or claims about the Services, please contact us as described in "Notice" below. We will do our best to address your concerns, and if you feel they have been addressed incompletely, let us know for further investigation.

Agreement updates

When changes are made, Samwise AI will make a new copy of this Agreement and/or Supplemental Terms available on the Services, and update the "Last updated" date above. If we make material changes and you have registered an account, we will also email you an updated copy. Unless otherwise stated, changes are effective immediately for users without an account, and thirty (30) days after posting for users with an account. Samwise AI may require you to provide consent to an updated Agreement in a specified manner before further use is permitted. IF YOU DO NOT AGREE TO ANY CHANGE AFTER RECEIVING NOTICE OF IT, YOU SHALL STOP USING THE SERVICES.

Notice

Any notice under this Agreement must be in writing to the other party: (a) if to Samwise AI, to notices@barad.io or Samwise AI Limited, 6th Floor Manfield House, 1 Southampton Street, London, England, WC2R 0LR; and (b) if to you, to the email address associated with your account. Notices are deemed given upon (a) receipt (or refusal of delivery) if delivered in person or by recognised courier, or (b) delivery, if sent by email referencing this section.

Export control

You agree not to use, export, re-export, or transfer, directly or indirectly, any U.S. technical data acquired from Samwise AI, or any products using such data, in violation of United States export laws or regulations. Each party agrees to comply with all relevant export laws and regulations of the United States and the country or territory in which the Services are provided ("Export Laws"), to ensure that no deliverable, or direct product of it, is exported in violation of the Export Laws or intended for a purpose prohibited by them. You represent that you are not located in a country subject to a U.S. Government embargo or designated as "terrorist supporting", and are not listed on any U.S. Government list of prohibited or restricted parties.

Miscellaneous

This Agreement (as may be modified from time to time) is the entire understanding and agreement of the parties, and supersedes any previous and contemporaneous understandings. To the extent of any inconsistency between this Agreement and an Order, the Order prevails solely to the extent of the inconsistency. No terms of any purchase order, acknowledgement, or other form you provide will modify this Agreement, regardless of any failure by Samwise AI to object to those terms. Any ambiguity will be interpreted equitably, without regard to which party was the drafter. Samwise AI may modify the terms of this Agreement at any time, and any such modification will take effect during a subsequent Renewal Term. If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect. A waiver or failure to enforce any provision on one occasion is not a waiver of any other provision or occasion; all waivers must be in writing. Headings are for convenience only. "Including" means "including but not limited to". The parties are independent contractors; no agency, partnership, franchise, joint venture, or employment relationship is created by this Agreement. There are no third-party beneficiaries of this Agreement.

12. Arbitration agreement

This section does not apply to European users — see "Europe-specific terms" below for where European users can bring claims instead.

Arbitration of disputes

Subject to the terms of this Arbitration Agreement, you and Samwise AI agree that all disputes or claims between you and Samwise AI arising out of or relating in any way to your use of or access to the Services, or to this Agreement, including prior versions of it (each, a "Dispute"), will be resolved by binding arbitration. BY ENTERING INTO THIS ARBITRATION AGREEMENT, ALL PARTIES ARE WAIVING THEIR RESPECTIVE RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. This Arbitration Agreement is intended to be broadly interpreted and includes, for example, Disputes brought under any legal theory or that arose before you first accepted any version of this Agreement containing an arbitration provision. It does not preclude either party from (1) bringing claims in small claims court if such claims qualify and remain there, or (2) seeking equitable relief in a court of appropriate jurisdiction for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).

Informal dispute resolution

Before initiating any arbitration proceeding, as a condition precedent to doing so, you and Samwise AI agree to first try to resolve Disputes informally by contacting the other party in writing (a "Notice of Dispute"). If the Dispute is not resolved within 45 days after submission of the Notice of Dispute, either party may commence arbitration or, in the limited circumstances described above, an alternative legal proceeding. Any applicable statute of limitations and filing-fee deadlines are tolled while the parties engage in this informal process. Any Dispute not resolved informally must be filed in arbitration within one (1) year after the cause of action accrues; otherwise, it is permanently barred.

Arbitration procedures

The interpretation and enforcement of this Arbitration Agreement, and any arbitration proceedings under it, are governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. The National Arbitration & Mediation ("NAM") will administer the arbitration under the NAM Comprehensive Dispute Resolution Rules and Procedure in effect at the time of arbitration, as supplemented where applicable by the NAM Supplemental Rules for Mass Arbitration Filings, and as modified by this Arbitration Agreement. All issues are for the arbitrator to decide, including the scope and enforceability of this Arbitration Agreement and the arbitrability of Disputes, except that only a court of competent jurisdiction may decide issues concerning the validity, enforceability, interpretation, and breach of "Governing law" under "General provisions" above. Arbitration will be conducted in the county where you reside, or New York County, New York, unless the parties agree otherwise or Batch Arbitration is triggered (see "Batch arbitration" below). The arbitrator will issue a final, binding written award, which may be entered in any court of competent jurisdiction.

Confidentiality

To the fullest extent permitted by applicable law, all materials and documents exchanged during arbitration will be kept confidential.

Arbitration fees

The NAM Rules govern the payment of arbitration fees. The parties bear their own attorneys' fees and costs, unless the arbitrator finds the Dispute was frivolous and/or brought for an improper purpose (as measured by the standards in Federal Rule of Civil Procedure 11(b)).

No class or representative actions

By entering into this Arbitration Agreement, you and Samwise AI agree that all parties MAY EACH BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. The arbitrator may award declaratory or injunctive relief only in favour of the individual party seeking relief, and only to the extent necessary to provide relief warranted by that party's individual claim. If a final, non-appealable decision determines this Arbitration Agreement is invalid or unenforceable as to any particular claim or request for relief, only that claim or request will be severed from arbitration and may be litigated in the state or federal courts located in the State of New York.

Batch arbitration

To increase the efficiency of administering and resolving arbitrations, if ten (10) or more individual requests for arbitration ("Requests") of a substantially similar nature (arising from the same or similar facts, raising the same or similar legal issues and requests for relief) are filed against Samwise AI by or with the assistance of the same law firm, group of firms, or organisations, within a ninety (90) day period, NAM will: (1) administer the arbitration demands in batches of 100 Requests per batch (or a single batch if between 10 and 99 Requests, plus a final batch for any remainder); (2) appoint one arbitrator per batch; and (3) resolve each batch as a single consolidated arbitration with one set of filing and administrative fees per side per batch, one procedural calendar, one hearing (if any), and one final award ("Batch Arbitration"). If there is any dispute about the applicability of these procedures, NAM will appoint a single administrative arbitrator to determine applicability ("Administrative Arbitrator"), whose fees will be paid by Samwise AI.

30-day right to opt out

You have the right to opt out of this Arbitration Agreement. If you do not wish to be bound by it, you must send written notice to Samwise AI within thirty (30) days of first accepting any version of these Terms containing an Arbitration Agreement, by email to notices@barad.io or by post to Samwise AI Limited, 6th Floor Manfield House, 1 Southampton Street, London, England, WC2R 0LR, including: (1) your name and address; (2) the email address used to set up your Barad account (if any); and (3) an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out, all other parts of these Terms continue to apply to you. Opting out has no effect on any other arbitration agreements you may currently have, or may enter into in future, with us.

Changes to the Arbitration Agreement

Samwise AI retains the right to make changes to this Arbitration Agreement in the future. You may reject any such change by notifying us within thirty (30) days of the change, by email to notices@barad.io or by post to the address above. Unless you reject the change within thirty (30) days, your continued use of the Services constitutes acceptance. Changes do not provide a new opportunity to opt out if you did not previously properly do so under "30-day right to opt out" above. By rejecting a future change, you remain bound to arbitrate any Dispute under the terms of this Arbitration Agreement as modified by any changes you did not reject. Samwise AI will continue to honour any valid opt-outs, and you do not need to submit a rejection of future changes if you already properly opted out.

13. Europe-specific terms

General

The additions and amendments made by this section apply only to you if you are an individual user ordinarily resident in Europe using the Services for personal use as a "consumer", outside the course of your trade, business, or profession (a "European User"). They do not apply to any other person — so wherever this section uses "you", it refers to European Users only.

This Agreement's terms and conditions apply to a European User only to the extent they are fair and enforceable against a person ordinarily resident in Europe using the Services as a consumer. In the event of any conflict or inconsistency between this section and the rest of the Agreement, this section prevails in respect of European Users, to the extent of the conflict.

Unamended provisions. Any provisions of these Terms not amended by this section continue to apply to European Users just as they apply to any other person.

Disapplied sections. The following do not apply to European Users, and should be considered deleted: "Indemnification"; and "Arbitration agreement".

Revised sections. The following are revised as shown below for European Users.

Agreement updates

"Agreement updates" (under "General provisions") is supplemented as follows: if we make an update to the Services that will have a major adverse impact on your access to or use of them, we will provide information on the features and timing of the update in advance, as well as any rights you may have under applicable law to terminate this Agreement in advance of that update.

Fees and payment

"Fees and payment" is supplemented as follows:

Limitation of liability

The text of "Limitation of liability" is replaced with the following for European Users:

Effect of termination

The text of "Effect of termination" is supplemented as follows:

Force majeure

The text of "Force majeure" is replaced with the following for European Users: if we cannot perform our obligations under this Agreement as a result of circumstances outside our reasonable control, we will (a) contact you as soon as reasonably possible to notify you, (b) do what we reasonably can to find a solution enabling us to resume performing our obligations, and (c) pause our obligations for as long as those circumstances continue. Where the circumstances continue for more than seven (7) days, you can cancel your Subscription for the affected Service(s) for a prorated refund of Fees paid for the then-current Subscription period — to exercise this right, contact us at support@barad.io.

Governing law

The text of "Governing law" under "General provisions" is replaced with the following for European Users: if a claim or dispute arises out of or relates to this Agreement, both you and we agree it will be resolved in the competent court in the European country in which you are ordinarily resident. This Agreement, its subject matter, and its formation are governed by English law, provided that nothing in it affects the application or enforceability of any additional rights afforded to you by mandatory provisions of the laws of your country of residence.