Partnership Liability Addendum

1. Partnership Tiers

The Order Form designates the engagement as one of three Tiers. Each Tier sets the liability cap, SLA, and reliance scope under this Addendum.

Caps stated in USD for clarity; the executed Order Form may denominate in EUR / ILS at a published FX rate. Tier C reports are billable line items on the Order Form; non-billed reports default to Tier A.

2. Designated Authorised Recipients (modifies §8, Reliance)

§8 of the ToS is modified for the Partner as follows. The blanket third-party-reliance prohibition is replaced with a closed list of Authorised Recipients defined by category in the Order Form.

Authorised Recipients may rely on the Report up to the Partner's Tier liability cap, in aggregate. CapsuLabs' aggregate liability across the Partner and all Authorised Recipients combined shall not exceed the Tier cap stated in §1 above. Reliance by parties outside the Authorised Recipient list remains prohibited under §8 of the ToS.

This modification cures the pre-Addendum gap where insurance carriers and litigation funders could not contractually rely on Reports their own customers presented in claims or court.

3. Service-Level Agreement (modifies §6.1, Availability)

§6.1's "no uptime guarantee" clause is replaced with the following for the Partner:

• Monthly availability target: per the Tier table in §1.
• Measurement: external HTTP probes against the platform's status endpoint, sampled every 60 seconds, excluding scheduled maintenance windows announced ≥ 72 hours in advance.
• Service credit schedule: if measured monthly availability falls below the Tier target, CapsuLabs will credit the Partner's next invoice as follows:
  • Below target by < 0.5 pp → 10% credit of that month's subscription fee
  • Below target by 0.5–1.0 pp → 25% credit
  • Below target by > 1.0 pp → 50% credit
  • Two consecutive months below target → Partner may terminate without penalty (a "chronic-failure" exit)
• Excluded events (do not count toward downtime): force-majeure events under §14, Partner-side network or credential failures, third-party sub-processor outages where CapsuLabs has documented escalation evidence, scheduled maintenance.
• Sole remedy: service credits under this §3 are the Partner's sole remedy for breach of the availability target. The Tier liability cap (§1) remains the ceiling for any other claim.

4. Insurance Maintained by CapsuLabs (new, supplements §10)

For the term of the Order Form, CapsuLabs shall maintain, with insurers rated A- or better by AM Best (or equivalent S&P / Fitch rating), the following coverages:

• Professional Liability / Errors & Omissions (E&O): minimum USD [2,000,000] per claim, USD [4,000,000] aggregate.
• Cyber Liability & Data Breach: minimum USD [2,000,000] per incident, including notification costs, regulatory response, and forensics.
• Commercial General Liability: minimum USD [1,000,000] per occurrence, USD [2,000,000] aggregate.
• For Tier B engagements, the Partner may request a Certificate of Insurance naming the Partner as additional insured for vicarious liability arising from the Services.

Coverage limits are stated as templates; the executed Order Form will list the actual carrier, policy number, and limits in force on the effective date. CapsuLabs will provide ≥ 30 days' written notice if coverage is materially reduced or terminated during the term.

5. Change-Management for Material Modifications (modifies §16, Modifications)

§16's unilateral-modification clause is suspended for the Partner. In its place:

• Notice period: CapsuLabs will give the Partner ≥ 60 days' advance written notice of any material change to the ToS, DPA, or this Addendum.
• Materiality test: a change is "material" if it modifies any of: liability cap, indemnification scope, data-processing terms, sub-processor list (excluding routine additions), pricing for in-term services, governing law, or this §5.
• Opt-out: if the Partner objects in writing within the notice period, CapsuLabs will either (i) maintain the prior terms for the remainder of the Order Form's current term (renewals subject to the new terms), or (ii) the Partner may terminate the Order Form without penalty effective on the proposed-change date and receive a pro-rata refund of pre-paid fees.
• Non-material changes (typo fixes, clarifications, sub-processor additions with security parity) take effect on publication and do not require Partner consent.

6. Audit and Assessment Rights (new, supplements DPA §3)

• Annual security review: once per calendar year, the Partner may request CapsuLabs' current SOC 2 Type II report (when available) or, prior to that, the latest internal security-control attestation. CapsuLabs will respond within 15 business days.
• Vendor questionnaire: CapsuLabs will complete the Partner's standardised security questionnaire (SIG, CAIQ, or equivalent) on intake and on Partner request thereafter (capped at twice annually).
• For-cause audit: in the event of a documented security incident affecting Partner data, the Partner may, on ≥ 30 days' written notice, conduct or commission a third-party audit of the affected controls. Audit costs are borne by the Partner unless the audit confirms a material breach by CapsuLabs, in which case CapsuLabs reimburses reasonable third-party costs.
• Routine sub-processor changes do not trigger audit rights so long as the new sub-processor signs a DPA with security parity to the predecessor.

7. AI Training: Per-Partner Opt-Out (modifies DPA §5)

DPA §5's irrevocable AI-training right is replaced for the Partner with:

• Opt-in by default: anonymised environmental telemetry from Partner's tenancy may be used for model training only with the Partner's written opt-in (a checkbox on the Order Form).
• Withdrawal: opt-in is withdrawable at any time on 60 days' written notice. From the withdrawal effective date, no new Partner data enters training datasets.
• Removal certificate: on termination of the Order Form, CapsuLabs will furnish, within 60 days, a written certification that Partner-attributable data has been excluded from active training datasets and pipeline materialisations. CapsuLabs retains the right to keep already-trained model weights (these cannot be "unlearned"), but no new derivative models will be trained on Partner data after the certificate date.
• Imagery, raw lab data, and any data classified as Special Categories under GDPR Art. 9 are never used for model training, regardless of opt-in.

8. Sub-processor List & Approval (modifies Privacy Policy §5A)

• The current list of sub-processors is published at /subprocessors.
• CapsuLabs will provide ≥ 30 days' advance written notice of any new sub-processor that processes Partner Personal Data.
• For Tier B engagements, the Partner may object in writing within the notice period on reasonable security grounds. CapsuLabs will either (i) not engage the proposed sub-processor for Partner data, (ii) implement compensating controls satisfactory to the Partner, or (iii) allow the Partner to terminate the affected service line without penalty.