Lore Labs AG – CONTXT Platform Terms & Conditions

1.1 Parties

These Terms & Conditions ("Agreement") govern the use of the CONTXT platform ("Platform", "Services") operated by Lore Labs AG, a company incorporated under the laws of Switzerland with registered offices in Zurich ("Lore Labs", "we", "us", "our").

This Agreement applies to:

• Workspace Users: Museums, galleries, institutions, and their authorized team members who create and manage exhibition content ("Workspace Users", "Institutions")
• Visitors: End users who access exhibition experiences through the Platform ("Visitors")

Collectively referred to as "Users" or "you".

1.2 Acceptance

By creating an account, accessing, or using the Platform, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you are accepting on behalf of an organization, you represent that you have authority to bind that organization.

1.3 Amendments

Lore Labs reserves the right to modify this Agreement at any time. We will notify Users of material changes via email or in-app notification at least 30 days before they take effect. Continued use of the Platform after changes become effective constitutes acceptance. If you disagree with changes, you may terminate your account before the effective date.

2.1 Platform Overview

CONTXT is conversational intelligence for physical exhibitions that enables:

• Workspace Users to upload institutional content, create AI-powered "Voices", organize exhibitions, and deploy interactive visitor experiences
• Visitors to engage with exhibition content through AI-powered conversations, artwork recognition, and personal archive building

2.2 Service Availability

Lore Labs will use commercially reasonable efforts to maintain Platform availability. Availability may be affected by:

• Scheduled or emergency maintenance
• Force majeure events as defined in Section 12
• Third-party service outages beyond our reasonable control

Lore Labs does not guarantee any specific level of uptime or availability.

2.3 Service Modifications

Lore Labs may modify, update, or discontinue features of the Platform. For material changes affecting core functionality, we will provide reasonable advance notice. We will not materially reduce functionality for paid tiers during an active subscription term without consent or proportionate refund.

3.1 Eligibility

To use the Platform, you must:

• Be at least 13 years of age
• If between 13 and 18 years of age, have parental or guardian consent
• Have legal capacity to enter into binding agreements
• Not be prohibited from using the Services under applicable law

3.2 Workspace User Registration

Workspace User registration is subject to approval. By submitting a registration request, you represent that:

• Information provided is accurate and complete
• You have authority to act on behalf of the Institution
• You will maintain accurate account information

3.3 Account Security

You are responsible for:

• Maintaining confidentiality of login credentials
• All activities under your account
• Promptly notifying us of unauthorized access
• Ensuring authorized team members comply with this Agreement

3.4 Multi-User Access

Workspace Users may invite team members with appropriate role-based permissions. The account administrator remains responsible for team member compliance with this Agreement.

4.1 Subscription Fees

Workspace Users on paid tiers agree to pay subscription fees as specified at the time of purchase. All fees are charged upfront through our billing service, are non-refundable, and exclusive of applicable taxes.

4.2 Price Changes

Lore Labs may change pricing at any time. Price changes take effect at the next billing period.

4.3 Free Tier

Visitors and Workspace Users on free tiers may use the Platform at no cost, subject to feature limitations. Lore Labs may modify free tier availability at any time.

5.1 Subscription Term

Paid subscriptions are for the period specified at purchase and automatically renew for successive periods of equal length unless:

• Either party provides written notice of non-renewal at least 30 days before the current term expires
• The subscription is terminated earlier as provided herein

5.2 Termination for Convenience

• Visitors may delete their account at any time
• Workspace Users on free tiers may delete their workspace at any time
• Workspace Users on paid tiers may terminate with effect at the end of the current billing period

5.3 Termination for Cause

Either party may terminate immediately upon written notice if:

• The other party materially breaches this Agreement and fails to cure within 30 days of notice
• The other party becomes insolvent, files for bankruptcy, or ceases operations

Lore Labs may suspend or terminate accounts immediately for:

• Violation of acceptable use policies
• Actions that pose security risks or harm to other Users

5.4 Effect of Termination

Upon termination:

• Workspace Users: Access ceases immediately. Lore Labs will delete Workspace content within a reasonable time, except as required for legal compliance or legitimate business purposes (e.g., anonymized analytics).
• Visitors: Access ceases immediately. Personal archive data will be deleted within a reasonable time.
• Accrued obligations (including payment obligations) survive termination.

5.5 Data Portability

Lore Labs may, at its sole discretion, provide data export functionality. Any such export is provided as a courtesy and Lore Labs makes no guarantees regarding export availability, formats, or completeness.

6.1 General Conduct

You agree to use the Platform only for lawful purposes and in accordance with this Agreement. You shall not:

• Upload, transmit, or share content that is illegal, harmful, threatening, abusive, defamatory, obscene, or otherwise objectionable
• Infringe intellectual property rights of third parties
• Impersonate any person or entity
• Interfere with or disrupt the Platform or servers
• Attempt to gain unauthorized access to any systems or accounts
• Use automated means to access the Platform without authorization
• Reverse engineer, decompile, or disassemble any part of the Platform
• Use the Platform to build a competing product or service
• Circumvent any security measures or access controls

6.2 Content Standards

Workspace Users are solely responsible for content uploaded to the Platform. Content must:

• Be accurate and not misleading
• Not violate applicable laws or third-party rights
• Be appropriate for the intended audience

6.3 AI Interaction

Users interacting with AI features agree to:

• Engage in good faith with exhibition-related inquiries
• Not attempt to manipulate, exploit, or abuse AI systems
• Report inappropriate AI responses through provided mechanisms

6.4 Visitor Conduct

Visitors agree to:

• Use the Platform for personal, non-commercial purposes
• Respect exhibition content and institutional guidelines
• Not attempt to extract or systematically download content

6.5 Platform Provider Role - No Content Responsibility

Lore Labs provides the platform only. We do not create, monitor, review, verify, moderate, endorse, or take responsibility for any content uploaded by users.

Users acknowledge and agree that:

• Lore Labs is a neutral technology platform provider
• Lore Labs has no obligation to monitor, screen, or review User content
• Lore Labs does not verify the accuracy, legality, or appropriateness of any content
• All content is the sole responsibility of the User who uploaded it
• Lore Labs is not liable for any content uploaded, shared, or generated through User interactions
• AI-generated responses are based on User-uploaded content; Lore Labs does not verify or endorse such responses
• Any reliance on content accessed through the Platform is at the User's own risk

Lore Labs reserves the right, but has no obligation, to remove content that violates this Agreement or applicable law. Exercise of this right does not create any duty to monitor or remove content.

7.1 Platform Ownership

Lore Labs retains all rights, title, and interest in the Platform, including:

• Software, algorithms, and AI models
• User interface designs and visual elements
• CONTXT trademarks and branding
• Documentation and training materials

7.2 Workspace User Content

Workspace Users retain all intellectual property rights in content uploaded to the Platform ("Institution Content"), including:

• Artwork images and metadata
• Documents and curatorial texts
• Exhibition descriptions and configurations

By uploading content, Workspace Users grant Lore Labs a non-exclusive, worldwide, royalty-free license to:

• Host, store, and display content as necessary to provide the Services
• Process content for AI-powered features (artwork recognition, conversational responses)
• Create and use anonymized, aggregated data for Platform improvement

7.3 Visitor Content

Visitors retain rights to content they create (e.g., saved notes in archives). By using the Platform, Visitors grant Lore Labs a license to store and process such content to provide the Services.

7.4 AI-Generated Content

Responses generated by AI Voices are provided for informational purposes. While based on Institution Content, AI-generated responses do not constitute statements of the Institution. Neither party claims exclusive ownership of AI-generated conversational outputs.

7.5 Feedback

If you provide suggestions, ideas, or feedback about the Platform, Lore Labs may use such feedback without restriction or compensation.

8.1 Privacy Policy

Use of the Platform is subject to our Privacy Policy, which describes how we collect, use, and protect personal data. The Privacy Policy is incorporated by reference.

8.2 Data Processing

For Workspace Users in the European Economic Area or Switzerland, processing of personal data is governed by our Data Processing Addendum ("DPA"), available upon request.

8.3 Data Controller/Processor Roles

• Visitor Data: Lore Labs acts as data controller for Visitor account information and usage data
• Institution Content: Workspace Users act as data controllers for personal data contained in uploaded content; Lore Labs acts as processor

8.4 AI Training and Data Use

Lore Labs may use anonymized and aggregated data from Platform usage to improve AI models and Services. Users may opt out of AI training data use by contacting [email protected]. Opt-out does not affect core Platform functionality.

Lore Labs will not:

• Use identifiable Institution Content for AI training without consent
• Share or sell personal data to third parties for their marketing purposes
• Use conversation content for purposes unrelated to Platform operation and improvement

8.5 Data Retention

• Workspace Content: Retained for the duration of the subscription plus 60 days
• Visitor Archives: Retained until account deletion plus 60 days
• Analytics Data: Anonymized data may be retained indefinitely for statistical purposes
• Conversation History: Retained per Platform settings; anonymous sessions cleared after 24 hours

8.6 Data Security

Lore Labs implements appropriate technical and organizational measures to protect data, including:

• Encryption in transit and at rest
• Access controls and authentication
• Regular security assessments
• Incident response procedures

9.1 Definition

"Confidential Information" means non-public information disclosed by either party that is designated as confidential or should reasonably be understood to be confidential, including:

• Business plans, pricing, and financial information
• Technical specifications and security measures
• User data and analytics (for Workspace Users)

9.2 Obligations

The receiving party agrees to:

• Protect Confidential Information with at least the same care as its own confidential information
• Use Confidential Information only for purposes of this Agreement
• Not disclose Confidential Information to third parties without prior consent

9.3 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available without breach
• Was known prior to disclosure
• Is independently developed without use of Confidential Information
• Is disclosed pursuant to legal requirement (with reasonable notice where permitted)

10.1 Mutual Warranties

Each party represents and warrants that:

• It has authority to enter into this Agreement
• Its performance will not violate any applicable law or third-party rights

10.2 Workspace User Warranties

Workspace Users warrant that:

• They have rights to upload and license Institution Content
• Institution Content does not infringe third-party intellectual property rights
• They will comply with applicable laws regarding content and data protection

10.3 Disclaimer

Except as expressly provided herein, the platform is provided "as is" and "as available." Lore Labs disclaims all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Lore Labs does not warrant that:

• The Platform will be uninterrupted or error-free
• AI-generated content will be accurate, complete, or appropriate
• The Platform will meet your specific requirements
• Any User-uploaded content is accurate, legal, or appropriate
• The Platform is suitable for any particular purpose

10.4 No Liability for User Content

Lore Labs expressly disclaims all liability for user-uploaded content. As a platform provider, Lore Labs:

• Does not create, select, or modify User content
• Does not endorse, verify, or guarantee any User content
• Is not responsible for any claims arising from User content, including intellectual property infringement, defamation, or illegality
• Bears no responsibility for how Users or Visitors use or rely on content

10.5 AI Limitations

AI features are designed to assist, not replace, human judgment. AI-generated responses:

• Are based on uploaded content and may contain errors
• Should not be relied upon as authoritative statements
• Do not constitute professional advice of any kind

11.1 Exclusion of Damages

To the maximum extent permitted by law, neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, business opportunities, or goodwill, regardless of the cause of action or whether advised of the possibility of such damages.

11.2 Liability Cap

Lore Labs' total aggregate liability under this agreement shall not exceed:

• Workspace Users: Fees actually paid by you in the 1 month preceding the claim
• Visitors: CHF 1

11.3 Exceptions

The limitations in this Section 11 do not apply to:

• Payment obligations
• Breaches of confidentiality
• Willful misconduct or gross negligence
• Liability that cannot be limited under applicable law

11.4 Allocation of Risk

The limitations and exclusions in this Section reflect a reasonable allocation of risk between the parties and are fundamental to the basis of the bargain.

13.1 User Indemnification

Users agree to indemnify, defend, and hold harmless Lore Labs, its officers, directors, employees, and agents from any and all claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:

• Content uploaded or shared by the User
• Violation of this Agreement
• Violation of applicable laws
• Infringement of third-party intellectual property or other rights
• Use of the Platform by the User or anyone using their account

14.1 Governing Law

This Agreement is governed by the substantive laws of Switzerland, excluding conflict of law principles and the United Nations Convention on Contracts for the International Sale of Goods.

14.2 Mandatory Arbitration

Any dispute, controversy, or claim arising out of or relating to this Agreement, including its validity, breach, or termination, shall be resolved by arbitration administered by the Swiss Chambers' Arbitration Institution in accordance with the Swiss Rules of International Arbitration. The seat of arbitration shall be Zurich, Switzerland. The language of the arbitration shall be English. The arbitration shall be conducted by a single arbitrator. The arbitrator's decision shall be final and binding. Judgment on the award may be entered in any court of competent jurisdiction.

14.3 Limitation Period

Any claim arising out of or relating to this Agreement must be brought within one (1) year after the cause of action arises. Claims brought after this period are permanently barred.

14.4 Class Action Waiver

All disputes must be brought in an individual capacity. You waive any right to participate in class actions, collective actions, or representative proceedings of any kind.

14.5 Informal Resolution

Before initiating arbitration, the parties agree to attempt good-faith resolution through direct negotiation for at least 30 days.

14.6 Jurisdiction

Notwithstanding the arbitration provision, either party may seek injunctive or other equitable relief in the courts of Zurich, Switzerland to protect intellectual property rights or prevent irreparable harm.

15.1 Entire Agreement

This Agreement, together with the Privacy Policy and any applicable DPA, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements and understandings.

15.2 Severability

If any provision is held unenforceable, it shall be modified to the minimum extent necessary, and remaining provisions shall continue in effect.

15.3 Waiver

Failure to enforce any right does not constitute waiver of that right.

15.4 Assignment

You may not assign this Agreement without prior written consent. Lore Labs may assign this Agreement in connection with a merger, acquisition, or sale of assets.

15.5 Notices

Notices under this Agreement shall be sent:

• To Lore Labs: [email protected] and at our registered address
• To Users: via email to the address associated with your account

15.6 Independent Contractors

The parties are independent contractors. Nothing creates a partnership, joint venture, or employment relationship.

15.7 Third-Party Beneficiaries

This Agreement does not create rights for third parties except as expressly provided.

15.8 Export Compliance

You agree to comply with applicable export control laws and not to export or re-export the Platform to prohibited countries or persons.