Terms of Service

01Parties and Agreement

These Terms of Service ("Agreement") constitute a legally binding agreement between Redefining Brilliance FZ LLE, a free zone limited liability company incorporated in the United Arab Emirates ("Thor", "we", "us", or "our"), and the entity accessing or using the Thor platform ("Client", "you", or "your").

By activating a Thor account, accessing the platform, or executing a pilot or annual agreement referencing these terms, you agree to be bound by this Agreement on behalf of your organization.

02The Platform

Thor is an AI-powered deal analysis platform that assists investment professionals in analyzing private equity transactions. The platform processes deal documents provided by the Client and generates analytical outputs including revenue assessments, risk registers, valuation models, investability verdicts, and IC-ready memoranda.

03Subscription and Payment

3.1 Pilot Period

The initial engagement consists of a one-month pilot period at the agreed pilot fee. The pilot fee is non-refundable and non-creditable unless otherwise agreed in writing.

3.2 Annual Contract

Following the pilot period, continued access to Thor requires execution of an annual subscription agreement at the agreed annual fee. Annual fees are invoiced in advance and are non-refundable.

3.3 No Cancellation

Pilot agreements and annual contracts are non-cancellable once executed. The Client acknowledges that Thor's pricing reflects this commitment and that no refunds or pro-rata credits will be issued for early termination.

3.4 Payment Terms

All fees are invoiced by Thor to the Client's designated billing contact. Payment is due within 30 days of invoice by bank wire transfer or cheque payable to Redefining Brilliance FZ LLE. Banking details will be provided on each invoice.

04Acceptable Use

The Client agrees to use Thor solely for internal investment analysis purposes. The Client shall not:

• Share access credentials with individuals outside the Client's organization
• Reverse engineer, decompile, or attempt to extract Thor's underlying models or algorithms
• Use Thor's outputs as the basis for external financial advice to third parties
• Resell, sublicense, or otherwise commercialize access to the platform
• Upload documents containing information the Client does not have the right to process
• Attempt to circumvent any security, access control, or usage limitation

05Data and Confidentiality

5.1 Client Data

All documents, data, and information uploaded to Thor by the Client ("Client Data") remain the property of the Client. Thor does not claim ownership of Client Data.

5.2 Data Processing

Thor processes Client Data solely to provide the platform's analytical services. Client Data is not shared with other clients, third parties, or used to train external AI models without explicit written consent.

5.3 Anonymized Analytics

Thor may collect anonymized, aggregated, non-identifiable usage data and analytical metadata to improve platform performance and reliability. This data cannot be used to identify the Client, any individual, or any specific deal or target company. No company names, deal names, exact financial figures, or personally identifiable information are included in anonymized analytics.

5.4 Confidentiality

Each party agrees to maintain the confidentiality of the other party's confidential information and not to disclose it to third parties without prior written consent. This obligation survives termination of this Agreement for a period of five years.

5.5 AI Processing

The platform uses large language models to analyze Client Data. By using Thor, the Client consents to Client Data being processed by these models in accordance with Thor's data safety protocols. Thor maintains enterprise-grade data handling standards and does not permit AI providers to use Client Data for model training purposes.

06Intellectual Property

6.1 Thor IP

All rights in the Thor platform, including its engines, algorithms, models, methodology, software, and documentation, remain the exclusive property of Redefining Brilliance FZ LLE. No license to Thor's intellectual property is granted beyond the right to use the platform as described in this Agreement.

6.2 Output Ownership

Analytical outputs generated by Thor based on Client Data ("Outputs") are owned by the Client. The Client may use Outputs for internal investment decision-making purposes, including submission to Investment Committees and inclusion in internal memoranda.

6.3 Feedback

If the Client provides feedback or suggestions regarding Thor, Thor may use such feedback to improve the platform without any obligation or compensation to the Client.

07Limitation of Liability

7.1 Disclaimer

Thor's analytical outputs are provided for informational purposes only. Thor makes no representations or warranties regarding the accuracy, completeness, or fitness for purpose of any output. Investment decisions based on Thor's outputs are made at the Client's sole risk and discretion.

7.2 Liability Cap

To the maximum extent permitted by applicable law, Thor's total aggregate liability to the Client for any claims arising under or related to this Agreement shall not exceed the total fees paid by the Client to Thor in the twelve months immediately preceding the event giving rise to the claim.

7.3 Exclusion of Consequential Damages

In no event shall Thor be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of data, loss of investment returns, or business interruption, regardless of the theory of liability and even if Thor has been advised of the possibility of such damages.

08Warranties

8.1 Thor Warranties

Thor warrants that:

• The platform will perform materially as described in the documentation
• Thor has the right to grant the licenses described in this Agreement
• Thor will maintain reasonable security measures to protect Client Data

8.2 Disclaimer of Warranties

Except as expressly stated above, Thor provides the platform "as is" and "as available" without warranty of any kind. Thor does not warrant that the platform will be error-free, uninterrupted, or that any output will be accurate or suitable for any particular investment decision.

09Term and Termination

9.1 Term

This Agreement begins on the activation date and continues for the duration of the pilot period and any subsequent annual contract term.

9.2 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 30 days of written notice.

9.3 Termination by Thor

Thor reserves the right to suspend or terminate access immediately if the Client violates the Acceptable Use provisions, fails to pay fees when due, or engages in conduct that Thor reasonably believes poses a security or legal risk.

9.4 Effect of Termination

Upon termination, the Client's access to the platform ceases immediately. Client Data will be retained for 30 days post-termination and then permanently deleted upon written request. Outstanding fees remain due and payable.

10Governing Law and Dispute Resolution

This Agreement is governed by the laws of the United Arab Emirates, specifically the laws applicable in the Emirate of Dubai. Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the courts of the Dubai International Financial Centre (DIFC), which the parties agree provides a neutral and internationally recognized forum for commercial dispute resolution.

11General

11.1 Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements, representations, and understandings.

11.2 Amendments

Thor reserves the right to update these Terms of Service with 30 days written notice to active clients. Continued use of the platform after the notice period constitutes acceptance of the updated terms.

11.3 Severability

If any provision of this Agreement is found unenforceable, the remaining provisions continue in full force.

11.4 Waiver

Failure to enforce any provision of this Agreement does not constitute a waiver of the right to enforce it in the future.

11.5 Assignment

The Client may not assign this Agreement without Thor's prior written consent. Thor may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.