GENERAL TERMS AND CONDITIONS FOR AIRA

1. General

1.1. These general terms and conditions (the “Terms”) set out the legal terms and conditions that apply to the Customer’s use of Upsales’ service Aira.

1.2. The Agreement consists of (i) the Order; (ii) these Terms; (iii) Data Processor Agreement (the “DPA”); and (iv) any appendices mentioned in (i)-(iii) (collectively referred to as the “Agreement”). In case of conflict, the Order prevails over any appendices. In case of conflict between appendices, these Terms will prevail, unless the circumstances clearly indicate otherwise. However, the DPA shall always prevail regarding processing of personal data.

1.3. Capitalized terms used in these Terms are defined in Appendix “Definitions” unless otherwise defined in the context where they appear.

1.4. By placing an Order online, the Customer agrees to be bound by the Agreement, including these Terms as well as any applicable third party terms and conditions. The person entering into the Agreement on behalf of the Customer, represents and warrants that such person has authorization to do so.

1.5. Aira is not sold to, and is not intended to be used by, private individuals (consumers).

2. Aira

2.1. Upsales provides Aira as a standardized cloud-based service and AI tool. Aira may from time to time be offered under different plans with varying features and functionalities which the Customer may select upon when placing an Order.

2.2. Upsales may occasionally make improvements, additions and changes to Aira as well as changes to how the Customer shall implement Aira.

2.3. The Customer may purchase Add-Ons to add features and functions or additional User Licenses to Aira as provided by Upsales from time to time. All purchased Add-Ons are integrated in Aira when Upsales’ receives the Customer’s payment for such Add-Ons. Upsales may decide on how to integrate Add-Ons at its own discretion.

2.4. When the Customer purchases Aira, the Customer is given a right to use Aira during the Payment Periods for which the Customer has made payment in accordance with the Agreement. The right is non-exclusive, time limited and non-transferable and applies to the Customer’s own business only. The right applies provided that the Customer fulfils its payment obligations and other obligations under the Agreement. The Customer is entitled to the number of User Licenses purchased as stated in the Order or any later purchased Add-Ons.

2.5. The Customer is allocated user credits for all its User Licenses per Payment Period, as stated in the Order or as displayed in Aira. Certain features of Aira, may consume user credits upon the Customer’s (including all Users) use, including but not limited to: (i) recording and transcription of meetings; (ii) researching companies; (iii) downloading companies from the discover tab; (iv) enriching companies with financial and ownership data; and (v) AI usage through third party LLM/AI providers. Credit consumption rates are determined by Upsales and may vary by feature. The Customer's current credit usage and remaining balance are displayed within Aira.

2.6. If the Customer exhausts its user credits for the relevant Payment Period, the Customer may either (i) purchase additional user credits at Upsales’ then-current rates; or (ii) wait until the renewal of the Payment Period, during which time credit-dependent features will be unavailable. Upsales reserves the right to adjust credit allocations, feature-specific credit consumption rates and pricing for additional credits from time to time.

2.7. In the event the Customer is offered a free trial period of Aira, only the applicable parts of these Terms apply during the trial period.

2.8. Either party may at any time choose to terminate the trial period. Upon expiration or termination of the trial period, Customer Data will be automatically deleted from Aira and the Customer’s access to Aira will automatically cease, unless the Customer has placed an Order for a paid subscription prior to the trial period’s expiration.

2.9. Subject to Section 5.3, the Customer may add Users to use Aira on behalf of the Customer. The Customer is responsible for the actions of all Users and their compliance with these Terms, including any trial period activities. Any non-compliance with these Terms by a User shall be deemed as non-compliance by the Customer. When these Terms refer to the Customer, such reference shall also include Users, as applicable.

3. Upsales’ Obligations

3.1. Upsales shall provide Aira in accordance with the methods and standards that Upsales choses and in compliance with applicable laws and regulations for Upsales.

3.2. Upsales shall provide the Customer with account(s) and User Licenses to Aira purchased by the Customer according to the Order, including any later purchased Add-Ons, provided that the Customer has fulfilled its payment obligations in accordance with Section 6 (Prices and Payment).

3.3. Aira is delivered when Upsales provides the Customer with access credentials and activates the Customer’s account(s) and User Licenses through the internet.

4. Availability and Support

4.1. Upsales intention is that Aira shall be fully available for all customers.

4.2. Insignificant inconveniences shall not result in Aira being considered as unavailable. In particular, Aira shall not be deemed unavailable when (i) Upsales performs service or maintenance of Aira (whether scheduled or not); (ii) the downtime is caused by emergency shutdowns, necessary to protect Aira from viruses, DDoS or other hacker attacks, etc.; (iii) Aira is down due to circumstances beyond Upsales’ or Upsales’ suppliers’ control, including, but not limited to, loss of electricity, network or other communication; (iv) the Customer's internet connection or IT infrastructure causes access issues; (v) updates, upgrades or modifications to Aira are being implemented; or (vi) third party services or integrations that Aira depends upon are unavailable.

4.3. Upsales has the right to perform service and maintenance of Aira at any time as deemed necessary by Upsales. Upsales will endeavor to provide the Customer with advance notice of scheduled maintenance whenever reasonably practicable. The Customer however acknowledges that in certain events emergency maintenance or immediate action is required to protect the security, integrity or functionality of Aira, which may cause unexpected interruption of Aira or certain functions in Aira.

4.4. Upsales may offer user support from time to time by providing the Customer with e.g., general information and guidance, to the extent and at the times chosen by Upsales. User support shall never include further services that Upsales may provide in connection with the Customer’s support requests, such as specific configurations, integrations or adaptions of Aira or other consulting services.

4.5. This Section 4 (Availability and Support) shall constitute the entire obligation of Upsales towards the Customer in respect of Upsales’ performance and liability in regard of availability and support of Aira.

5. The Customer’s Obligations

5.1. The Customer shall comply with and always use Aira in accordance with (i) the Agreement; (ii) the Documentation, (iii) Swedish and EU laws and regulations, including any competent court or authority’s binding decisions; and (iv) any other laws and regulations applicable to the Customer. The Customer bears sole responsibility for ensuring such compliance, including for Users’ compliance.

5.2. The Customer is responsible for (i) any act of its Users, as well as its employees, consultants or other persons appointed by the Customer to use Aira; (ii) maintaining the equipment and software required to use Aira and maintain the security of its IT-environment; (iii) providing Upsales with information about the Customer and its use of Aira that is reasonably required by Upsales to be able to provide Aira and make improvements, additions and changes to Aira, and promptly notify Upsales of any change in such information; (iv) taking actions to limit Customer Data which lacks quality and/or legality; and (v) notifying Upsales immediately if Aira is unavailable.

5.3. The Customer may only use Aira for the number of User Licenses purchased as stated in the Order including in any purchased Add-Ons. The Customer is responsible for ensuring that each User License is used by only one designated User and that no User License is shared, transferred, or used by multiple individuals. Upsales reserves the right to monitor User License compliance in accordance with Section 13 (Audit) and may suspend access to Aira if the Customer exceeds its licensed capacity or violates these usage restrictions.

5.4. The Customer is fully and solely responsible for all Customer Data and activities that occur in and in connection with Aira as well as under its account(s) and User Licenses.

5.5. Aira may not be used in any way (i) to attempt to obtain unauthorized access to Aira or any information included in Aira; (ii) for any unlawful or other purpose for which it is not intended, including to transmit, upload or post any computer viruses or other harmful files or codes; (iii) so that the functionality of Aira is impaired, or in a way that is damaging or disruptive to other users or their use of Aira or equipment; (iv) that could be perceived as defamatory, offensive or unethical in any way; or (v) that could otherwise reasonably be expected to affect Upsales or Aira adversely or reflect negatively on the goodwill, name or reputation of Upsales or Aira.

5.6. The Customer shall not copy, modify, create derivative work, reverse engineer or otherwise attempt to discover any source code of, or assign, sub-license or transfer any right in, Aira or part thereof, except to the extent expressly permitted under mandatory law, in which case the Customer shall promptly notify Upsales in writing of such use and reference the specific mandatory legal provision relied upon. Further, the Customer shall not copy, disturb or in any unauthorized way use certificates or other equipment belonging to a third party.

5.7. All actions, such as changes, terminations and purchases, made by the Customer, including any User, are binding for the Customer.

5.8. The Customer is responsible for (i) keeping all passwords and account details confidential; (ii) immediately notifying Upsales if the Customer suspects or has been notified that unauthorized access to Aira has occurred, any unauthorized user account has been associated with the Customer, or any other breach of security; (iii) maintaining all equipment, software, applications, communication services and routines, including the security of the Customer’s IT environments, required in order to use Aira or otherwise reasonably instructed by Upsales from time to time; and (iv) promptly informing Upsales upon becoming aware of any breach of the above obligations. For the avoidance of doubt, Upsales is not liable for the Customer’s hardware or software, including any uploaded files or data, or unauthorized use of the user accounts or of Aira.

5.9. The Customer shall indemnify Upsales from and against any costs or claims, resulting from the Customer’s use of Aira in violation of the Agreement, including this Section 5 (The Customer’s Obligations).

6. Prices and Payment

6.1. To use Aira, the Customer shall pay the fees for Aira in accordance with Upsales’ from time to time applicable prices, if the parties have not agreed otherwise. All prices are exclusive of VAT and similar taxes, and the Customer is responsible for and shall pay all applicable taxes, duties, customs fees, currency differences and other governmental charges or fees related to the Customer's use of Aira. The Customer shall promptly reimburse Upsales for all such amounts that Upsales has been obligated to pay upon Upsales' request.

6.2. Unless otherwise agreed, Upsales has the right to adjust prices at any time for upcoming Payment Periods. In addition, Upsales may at any time adjust prices due to changes in regulations, taxes, fees, currency fluctuations, or similar circumstances beyond Upsales’ control.

6.3. All fees related to Aira are due and payable in advance for the Payment Period and will be automatically charged to the Customer's designated payment method before each new Payment Period. The Customer will not be granted access to Aira until full payment has been received by Upsales.

6.4. Any overdue payment shall carry interest in accordance with applicable law and Upsales shall have the right to collect a reminder fee and/or collection fee in accordance with applicable laws.

6.5. In addition to other available remedies, Upsales may, if full payment is not received when due and the Customer has not made correction despite Upsales’ reminder, suspend Aira, and/or terminate the Agreement with immediate effect pursuant to Section 7.4.

6.6. The Customer undertakes to comply with all terms and conditions of any payment service provider used in connection with Aira, including but not limited to terms relating to payment processing, security requirements or obligations related to Section 14 (Export Controls and Sanctions). The Customer acknowledges that failure to comply with such payment service provider terms may result in suspension or termination of payment services, which may affect the Customer's access to Aira.

7. Term and Termination

7.1. The Agreement shall enter into force upon the Customer’s Order and shall continue for the initial Payment Period specified in the Order. Upon expiration of the initial Payment Period, the Agreement shall automatically renew for successive renewal Payment Periods of the same duration as the initial Payment Period unless terminated in accordance with this Section 7 (Term and Termination).

7.2. Either party may terminate the Agreement at any time, with such termination taking effect upon expiration of the Customer’s current Payment Period. The Customer shall terminate the Agreement by using the cancellation function available in Aira. Such termination automatically terminates all User Licenses and accounts associated with the Customer. Upsales may terminate the Agreement by providing written notice to the Customer through Aira or by e-mail. Should the Customer place a new Order after the termination or expiration of the Agreement, this shall constitute entry into a new Agreement.

7.3. The Customer, or the relevant User, may terminate an individual User License, including thereto related account, at any time by using the cancellation function in Aira, with such termination taking effect upon expiration of the Customer’s current Payment Period. Such termination shall not affect the validity of the Agreement in other parts or other Users. What is otherwise stated in this Section 7 (Term and Termination) applies upon such termination, as applicable, such as but not limited to Section 7.8.

7.4. Either party has the right to terminate the Agreement with immediate effect by written notice to the other party, if (i) the other party has committed a material breach of the Agreement and does not, where possible, fully rectify such breach within thirty (30) days of the other party giving written notice thereof; or (ii) the other party is declared insolvent, is subject to an application or order of bankruptcy, suspends its payments or otherwise can be presumed to be insolvent.

7.5. Upsales has the right to terminate the Agreement with immediate effect if (i) the Customer’s, including any User’s, use of Aira violates the Agreement, including Section 5 (The Customer’s Obligations); or (ii) a third party supplier or subcontractor terminates an agreement with Upsales and there is no other corresponding service provider on the market, and it is therefore not possible for Upsales to continue to provide Aira in accordance with the Agreement.

7.6. Upon termination of the Agreement, regardless of cause, the Customer shall not be entitled to any refund of fees paid in advance for the remaining term of the Agreement, and any outstanding fees shall become immediately due and payable.

7.7. Further, upon termination of the Agreement, the Customer shall immediately cease to use Aira and both parties shall, subject to Section 7.8, return or delete confidential information received from the other party.

7.8. Upon termination or expiration of the Agreement, the Customer shall be entitled to retrieve any Customer Data in a generally accepted format and medium chosen by Upsales, provided that the Customer requests this from Upsales in writing within thirty (30) days from termination of the Agreement and pays Upsales for any reasonable work associated with this. The parties’ respective rights and obligations under the Data Act, as applicable, is set out in Upsales’ switching and exit annex as applicable from time to time.

7.9. Sections that by their nature are applicable after the termination or expiration of the Agreement, shall continue to apply even after the termination of the Agreement, such as but not limited to Sections 7 (Term and Termination), 8 (Customer Data), 10 (Confidentiality and Solicitation), 11(Intellectual Property Rights), 12 (Limitations of Liability), 13 (Audit) and 17 (Governing Law and Disputes).

8. Customer Data

8.1. Within the scope of providing Aira and fulfilling the obligations under this Agreement, Upsales will process certain personal data on behalf of the Customer. Within the scope of such processing, the Customer is the controller for processing of personal data and Upsales is the processor. The parties have for that matter entered into the DPA.

8.2. Upsales may use Customer Data, including personal data, for uses in statistics and/or product development purposes, for example to develop and improve Aira.

8.3. Further, Upsales is the controller for Upsales’ processing of certain personal data in Aira as well as certain personal data provided by the Customer to Upsales. Upsales provides information about such processing of personal data in Upsales’ privacy policy available at www.aira.app. The Customer shall inform such data subjects, whose personal data is being processed by Upsales as a controller because of the Agreement, of Upsales’ privacy policy. Each party is responsible for its own processing of personal data pursuant to applicable data protection laws, including GDPR. In no event shall Upsales and the Customer be considered joint controllers.

9. Third Party Products

9.1. Upsales may from time to time enable the Customer a possibility to access and install Third Party Products through Aira or www.aira.app. Such Third Party Products may be provided as Add-Ons. The Customer is aware that such Third Party Products are provided and licensed to the Customer by the applicable third parties, which are unaffiliated with Upsales.

9.2. The Customer acknowledges that (i) the Customer must use its own discretion when accessing, installing and using any Third Party Products; and (ii) the Customer’s use of any Third Party Product may be governed by terms and conditions of an agreement between the Customer and the applicable third party (which may include fees and costs), to which Upsales is not a party. The Customer shall always use any Third Party Product in accordance with the applicable third party terms and conditions as well as all relevant laws and regulations, and bears sole responsibility for such compliance. The Customer shall indemnify Upsales from and against any costs or claims, arising out of the Customer’s use of any Third Party Product.

9.3. The Customer agrees and acknowledges that any Third Party Product, and applicable third parties, may obtain access to Customer Data, and to store, process and transmit Customer Data outside Aira, as well as data pertaining to the Customer’s use and/or configuration of Aira. Upsales is not responsible for any collection, transmission, disclosure, use or deletion of Customer Data by or through any Third Party Product or such third parties. Any processing of personal data by third parties in connection with Third Party Products may be subject to processing agreements to be entered into between the Customer and such third parties.

9.4. Upsales does not own or control any Third Party Products, and the Customer shall not hold Upsales responsible for any Third Party Product under any circumstances. Upsales does not in any way warrant the functionality, quality, reliability, security, completeness, usefulness or non-infringement of a Third Party Product. Consequently, the Customer bears all risk associated with accessing, installing and using any Third Party Product. Any support and maintenance of Third Party Products is to be provided by the applicable third parties, only, in accordance with any agreement between the Customer and such third party. Failure of third parties to provide support, maintenance or other services shall not entitle the Customer to any refunds or other compensation by Upsales.

9.5. The Customer is independently responsible for using Third Party Products in accordance with any terms that apply between the Customer and the provider of the Third Party Product. The Customer is also responsible for purchasing the correct number of licenses or rights to use Third Party Products, that match the Customer's needs and use at any given time. The Customer shall indemnify Upsales for any costs and claims arising from the Customer's use of Third Party Products. Upsales is under no circumstances liable for damages, defects or intellectual property infringements caused by Third Party Products.

10. Confidentiality and Solicitation

10.1. Neither party may disclose to a third party any information received from the other party which is confidential, or can reasonably be assumed to be confidential, including, without limitation, any technical information, information on business secrets, source codes, login information or security methods for access to Aira, and the terms of the Agreement. This does not apply to information that (i) is or becomes publicly known without the breach of the Agreement; (ii) was known to the receiving party prior to receipt from the disclosing party or disclosed by a third party without any obligation of confidentiality; or (iii) the disclosure is required by law, regulatory body or an agreement with a stock exchange where the party is listed, or similar. Each party is responsible for ensuring that their sub-contractors, consultants and employees respect corresponding confidentiality obligations.

10.2. If the Customer during the term of the Agreement, and for twelve (12) months thereafter, solicits the employment or other engagement of any employee at Upsales, Upsales shall be entitled to compensation. Such compensation shall be constituted by a fixed fee from the Customer corresponding to five (5) price base amounts (Sw: prisbasbelopp), as provided for in the Swedish Social Insurance Code (SFS 2010:110), for each and every breach of this Section 10.2.

11. Intellectual Property Rights

11.1. The Customer retains the ownership of all intellectual property rights to the data, information and files, including Customer Data, uploaded by the Customer to Aira. Nothing in this Agreement shall be interpreted as a transfer of such rights, or part thereof, with the exception of Upsales’ right to always use Customer Data in accordance with Section 8 (Customer Data).

11.2. Upsales and/or its licensors hold all intellectual property rights to Aira and www.aira.app, including any updates, files or data being uploaded to or performed on Aira by Upsales, as well as to the software and source code included in Aira. This includes, without limitation, any trade secrets and know-how related thereto. Nothing in the Agreement shall be interpreted as a transfer of such rights, or part thereof. Upsales has the right to freely use the know-how, data, professional knowledge, experience and skills that Upsales acquires through or in connection with providing Aira.

11.3. If a competent court finally determines that the Customer’s use of Aira in accordance with the Agreement, Documentation and Upsales’ at any given time instructions, constitutes an intellectual property infringement of a third party, Upsales shall, subject to the limitations set out in Section 12 (Limitations of Liability), compensate the Customer for damage suffered by the Customer as a result from claims from third parties regarding infringement of such third party´s intellectual property rights.

11.4. Upsales obligation to compensate the Customer pursuant to this Section 11 (Intellectual Property Rights) applies only provided that the Customer (i) immediately notifies Upsales in writing of claims made against the Customer; (ii) allows Upsales to control the defense and make decisions alone in all related settlement negotiations; and (iii) acts in accordance with Upsales instructions and cooperates with and assists Upsales to the extent that Upsales request. For the avoidance of doubt, under no circumstances shall Upsales be liable for compensating the Customer if the Customer decides to control the defense of a claim.

11.5. If it is finally settled that there is an infringement of a third party’s intellectual property rights, Upsales may, at its sole discretion attempt to ensure the Customer’s right to continued use of Aira or non-infringing alternatives, or cancel Aira, without refund for any pre-paid fees by the Customer. For the avoidance of doubt, Upsales has no obligation to take any action.

11.6. If a third party makes an intellectual property claim against Upsales based on the Customer´s use of Aira in violation of applicable law and regulation, the Agreement, Documentation and/or Upsales’ instructions, including any claims attributable to Customer Data, the Customer shall act in order for such claim being transferred to the Customer or, if such transfer is not possible, defend Upsales, at the Customer´s own expense, against any such claim. The Customer shall indemnify and hold Upsales harmless against any costs or damages that Upsales may become liable to pay in relation to such infringement claim.

11.7. Upsales’ obligations under this Section 11 (Intellectual Property Rights) are conditional upon the Customer’s use of Aira exclusively in accordance with the terms of the Agreement. This Section 11 (Intellectual Property Rights) constitutes Upsales’ total liability towards the Customer for infringement of third parties´ intellectual property rights.

12. Limitations of Liability

12.1. Subject to the limitations set out below Upsales is liable to the Customer for damages caused by Upsales´ gross negligence or willful misconduct.

12.2. Aira is provided on an “as is” basis and Upsales makes no warranties or representations, whether expressed or implied, in relation to Aira, including to the completeness, accuracy, reliability, satisfactory quality, results/outputs and/or fitness for a particular purpose of Aira. To the extent permitted by applicable law, Upsales has no responsibility for Aira’s functionality, availability or performance and has no obligation to provide the Customer with support. Upsales shall not be liable for any damages, whether direct, indirect, incidental, consequential or other damages, arising from or related to the Customer’s use of Aira. For the avoidance of doubt this also applies to any trial period of Aira.

12.3. Upsales shall not in any event be liable for any cost, damage or loss of any kind caused by or related to (i) any third parties, third party products or services; (ii) modifications or changes to Aira, or any other services that is not included in Aira, made by anyone other than Upsales or made according to the Customer’s or its suppliers’ instructions; or (iii) the Customer’s loss of customers, business, profit, revenue, savings, or goodwill, loss due to operational, power or network interruptions, loss of data or information, the Customer’s potential liability towards a third party or other indirect or consequential damage of any kind.

12.4. Upsales’ total and aggregated liability under the Agreement is limited to the amount paid by the Customer for Aira, or for any Add-On that the claim relates to, during the three (3) monthsperiod prior to the time the damage occurred. If the Agreement has been in force for less than three (3) months at the time the damage occurred, Upsales' liability shall be limited to the total amount paid by the Customer under the Agreement up to that point.

12.5. Upsales shall not in any event be liable to pay damages if the Customer does not notify Upsales in writing thereof within five (5) days after the Customer noticed, or should have noticed, the actual damage or loss, however in no event later than fourteen (14) days from when the damage occurred.

13. Audit

Upsales shall have the right, during the term of the Agreement and for a period of six (6) months thereafter, to have an independent audit firm, selected by Upsales, to perform an audit, to verify that the Customer uses Aira and/or any Documentation in compliance with the Agreement. Such audits may occur up to two (2) times a year (a maximum of once per half year) and shall be conducted during normal business hours and at Upsales’ own expense, unless the audit reveals a breach by the Customer, in which case the Customer shall fully reimburse Upsales for all its costs related to the audit. The Customer shall reasonably cooperate if Upsales performs any audit pursuant to this Section 13 (Audit).

14. Export Control and Sanctions

14.1. To the extent that Aira is or becomes subject to export control under the European Union (EU) Dual-Use Regulation or equivalent laws and regulations that need to be complied with by Upsales and/or the Customer, this is stated upon the Customer’s Order. Export, re-export, transfer and use of Aira may in such cases require the obtaining of authorisation or licences("authorisation") from the relevant authorities.

14.2. If Upsales’ provision of Aira to the Customer requires authorisation to be obtained, the Customer undertakes to cooperate with Upsales in good faith and to provide Upsales with all information necessary for Upsales or the relevant third party to apply for such authorisation, including but not limited to issuing and signing end user certificates.

14.3. The Customer warrants that:

a) Aira shall only be used in compliance with all relevant laws and regulations (including but not limited to applicable export control, sanctions and embargo laws and regulations); and

b) Aira shall not be used in, exported or re-exported to or for use in any jurisdiction (including but not limited to Russia and other sanctioned jurisdictions) or by any person or entity, in violation of applicable export control, sanctions and embargo laws and regulations.

14.4. Any breach of the warranties in Section 14.3 shall be deemed a material breach of the Agreement.

15. Force Majeure

Upsales shall be relieved from liability for damages for a failure to perform any obligation under the Agreement to the extent that the due performance is prevented by reason of any circumstance beyond the control of Upsales, such as but not limited to, internet limitation or slow connection, power outages, network intrusion, lawsuits, pandemics, labour disputes, loss of communications or data, mobilisation or large-scale military recruits, ordinances, rationing of fuel, goods or energy, and defects and delays in deliveries from subcontractors.

16. Miscellaneous

16.1. Upsales is entitled to assign subcontractors to accomplish its obligations under the Agreement.

16.2. Notices to the Customer may (in Upsales’ sole discretion) be published within Aira or be sent to the email address specified in the Order or by notices to Users in Aira, unless otherwise specified in the Agreement. Notices to Upsales shall be sent by email to Upsales’ designated contact email address as specified from time to time.

16.3. The Agreement constitutes the entire agreement between the parties, with respect of the Customer’s use of Aira. It supersedes all prior or contemporaneous agreements or understandings relating to such use.

16.4. The Customer may not assign any of its rights or obligations under the Agreement to a third party without Upsales’ prior written approval. Upsales may transfer the Agreement without the Customer’s approval, including to assign its right to receive payment, to any third party.

16.5. The failure of a party to exercise any right under the Agreement or the failure to point out any particular condition attributable to the Agreement shall not constitute a waiver by a party of such right.

16.6. If any provision of the Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the parties' intent.

16.7. The parties are independent contractors. Nothing in the Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Neither party has the authority to bind the other party or to incur any obligation on behalf of the other party.

16.8. In case of ambiguity or uncertainty regarding the interpretation of any provision in the Agreement, Upsales' reasonable interpretation shall prevail, provided that such interpretation is consistent with applicable law and the overall purpose of the Agreement.

16.9. Upsales shall have the right to update these Terms and Documentation at its sole discretion and the Customer shall be deemed informed of such new terms or changes when a new version of the Terms or Documentation is published on www.aira.app or is otherwise communicated to the Customer.

17. Governing Law and Disputes

17.1. The Agreement shall be governed by and construed in accordance with the laws of Sweden.

17.2. Any dispute arising out of or in connection with the Agreement shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC Institute”).

17.3. The Rules for Expedited Arbitrations shall apply, unless the SCC Institute, considering the complexity of the case, the amount in dispute and other circumstances, determines, in its discretion, that the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply. In the latter case, the SCC Institute shall also decide whether the arbitral tribunal shall be composed of one (1) or three (3) arbitrators.

17.4. The place of arbitration shall be Stockholm, Sweden, and the language used shall be English, unless otherwise agreed. All such proceedings, information disclosed and decisions made in such proceedings shall be kept strictly confidential. Notwithstanding the foregoing, Upsales may take any legal action necessary at any competent court for collection of delayed payments.

DEFINITIONS

“Add-Ons” means (i) additional User Licenses; (ii) additional features and functionalities developed by Upsales that the Customer may add to Aira; (iii) consulting services or other additional services; or (iv) Third Party Products, that the Customer may add to Aira. For the avoidance of doubt any Third Party Products are governed by Section 9 (Third Party Products) and any applicable third party terms.

“Aira” means Upsales’ cloud-based service and AI tool provided through www.aira.app including any related services, Add-Ons, updates, improvements and additional features provided by Upsales under the Agreement.

“Customer” means the legal entity that makes the Order.

“Customer Data” means any data or information, including personal data and technical information relating to the Customer, or its customers, employees or equipment, provided to Upsales by, or on behalf of, the Customer, by use of Aira.

“Documentation” means any manual, instruction or other documentation related to Aira, provided at www.aira.app or in Aira, or otherwise disclosed by Upsales to the Customer, including updates of such documents.

“Order” means the Customer’s order of Aira from Upsales made on www.aira.app or any other digital space where Aira may be sold, that includes prices, payment interval and other terms regarding the Customer’s purchase of Aira such as purchased plan and Add-Ons (if any).

“Payment Period” means the billing cycle selected by the Customer in the Order (e.g., monthly, quarterly or annually as offered by Upsales from time to time).

“Third Party Products” means any products, licenses, web or other software services or applications that utilize or interact with Aira, including all software, content, services, technology, data and other digital materials included or made available therein, created, offered, supported or maintained by third parties.

“Upsales” means the company providing Aira as set out in the Order.

“User” means an individual using Aira under the Customer’s User License.

“User License” means a license for a specific User to be able to use Aira.