MASTER SERVICES AGREEMENT

SaaS Royalty Accounting Platform

Version 3.0 | 6 March 2026

Governing Law: Sweden | Arbitration: SCC, Stockholm

BACKGROUND. Qlero AB has developed a proprietary cloud-based royalty accounting and rights management software platform, which it makes available to subscribers via the internet. The Customer wishes to access and use the Platform in connection with its royalty accounting operations, and the Provider has agreed to grant such access on the terms set out in this Agreement.

This Master Services Agreement (“Agreement”) is entered into between Qlero AB, a company incorporated under the laws of Sweden with company registration number 559496-7654 and registered address at c/o CC Young & Co Sverige AB, Box 271, 581 02 Linköping, Sweden (“Provider”), and the entity identified in the applicable Order Form (“Customer”). The Agreement takes effect on the date the Customer executes an Order Form referencing it (“Effective Date”).

This Master Services Agreement (“MSA”) sets out the general terms and conditions governing the provision and use of the Qlero Platform and related services.

This MSA forms part of the agreement between Qlero and the Customer as referenced in the applicable Order Form entered into between the parties. By executing an Order Form that references this MSA, the parties agree that the terms of this MSA shall govern the provision and use of the Services.

Where the provision of the Services involves the processing of personal data, such processing shall be governed by the Data Processing Agreement (DPA) referenced in the applicable Order Form.

If the documents conflict: (a) the DPA prevails for processing or protection of Personal Data; (b) the Order Form prevails for commercial terms, including pricing, billing, Subscription Term, Usage Limits and service scope; and (c) the MSA prevails otherwise.

1. Definitions and Interpretation

The following capitalized terms carry the meanings set out below. Further defined terms may appear in an Order Form or Schedule.

“Affiliate” means any legal entity that directly or indirectly controls, is controlled by, or is under common control with a party. For this purpose, “control” means holding more than fifty percent (50 %) of the outstanding voting rights of that entity.

“Agreement” means this Master Services Agreement together with all executed Order Forms and Schedules.

“Authorized User” means any individual whom the Customer has designated and permitted to access the Platform under the Customer’s account, including its employees, contractors, and agents acting within the scope of their engagement.

“Business Day” means any weekday (Monday to Friday) on which commercial banks in Stockholm, Sweden are open for ordinary business, excluding Swedish public holidays.

“Business Hours” means 09:00 to 17:00 Central European Time (CET) or Central European Summer Time (CEST) on a Business Day.

“Change of Control” means any transaction or series of related transactions resulting in a person or group of persons acquiring, directly or indirectly, the power to direct or determine the strategic management and policies of a party, whether through ownership of voting securities, by contract, or otherwise.

“Confidential Information” means any information or material disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”) in connection with this Agreement that is marked as confidential, or that a reasonable person in the relevant industry would recognize as sensitive or proprietary given the nature of the information and the context of disclosure. This includes, without limitation, pricing, technical architecture, product roadmaps, Customer Data, rights holder data, and royalty processing data.

“Customer Data” means all data, records, and content uploaded to, transmitted through, or generated within the Platform by or on behalf of the Customer or its Authorized Users, including royalty accounting records, catalogue data, rights holder information, and any financial data processed through the Platform.

“Customer Default” has the meaning given in Clause 8.2.

“Documentation” means the technical and operational guides, release notes, and user manuals made available by the Provider to describe the Platform’s features and intended use, as amended or updated from time to time.

“Fees” means the amounts payable by the Customer under this Agreement, as specified in the applicable Order Form, including any Overage Fees.

“Force Majeure Event” has the meaning given in Clause 18.6.

“Insolvency Event” means any event affecting a party that involves: appointment of a receiver, administrator, or liquidator; a formal arrangement with creditors; winding-up proceedings; an inability to meet financial obligations as they mature; or any substantially equivalent event under Swedish law or another applicable legal system.

“Intellectual Property Rights” means all present and future intellectual and industrial property rights of any nature anywhere in the world, whether registered or unregistered, including: copyright (and related rights), database rights, trademarks, service marks, trade names, domain names, design rights, patent rights, rights in inventions, rights in confidential information, know-how, and trade secrets, together with all applications for and renewals or extensions of such rights.

“Open-Source Software” means software made available under a license that grants recipients the freedom to use, study, modify, and distribute the software and its source code, including licenses that meet the criteria published by the Open Source Initiative (opensource.org), such as the MIT, Apache 2.0, BSD, or LGPL licenses.

“Order Form” means a written commercial order document executed by both parties that references this Agreement and specifies the scope of access, applicable Fees, Subscription Term, Usage Limits, and any other agreed commercial terms.

“Overage Fees” has the meaning given in Clause 9.6.

“Personal Data” has the meaning given in Regulation (EU) 2016/679 (General Data Protection Regulation, “GDPR”).

“Platform” means the Provider’s hosted, cloud-based royalty accounting and rights management software solution, made accessible to the Customer via the internet as described in the Documentation, together with all updates, patches, and new versions released during the Subscription Term.

“Pre-Contractual Statements” has the meaning given in Clause 17.2.

“Subscription Term” means the duration for which the Customer is entitled to access the Platform under a given Order Form, comprising the initial period and any renewal periods.

“Usage Limits” means any quantitative restrictions on use of the Platform set out in an Order Form, including limits on the number of Authorized Users, catalogue items, contracts, or other defined usage parameters.

“Virus” means any harmful, malicious, or disruptive code, program, script, or device, including ransomware, worms, trojans, spyware, and logic bombs, that is designed or likely to: damage, disrupt, or interfere with computer systems, networks, or data; enable unauthorized access to systems; or degrade the performance, integrity, or security of software or services.

“Year” means any twelve (12) consecutive months beginning on the Effective Date or any anniversary thereof.

References to clauses and schedules are to clauses and schedules of this Agreement. Headings are for convenience only and do not affect interpretation. Words in the singular include the plural and vice versa. The word “including” and similar expressions introduce illustrative examples and do not limit the scope of the preceding words.

2. Platform Access and License

2.1 License Grant

Subject to the terms of this Agreement and the Customer’s timely payment of all Fees, the Provider grants the Customer a limited, non-exclusive, revocable, non-transferable, and non-sublicensable right to access and use the Platform during the Subscription Term, solely for the Customer’s own internal royalty accounting and rights management operations.

2.2 License Restrictions

The license in Clause 2.1 is subject to the Usage Limits and the number of Authorized Users specified in the applicable Order Form. Exceeding any Usage Limit requires the Provider’s prior written agreement and payment of applicable Overage Fees.

2.3 Reservation of Rights

The Customer may extend access to the Platform to its Authorized Users, provided that the Customer remains fully responsible for all actions and omissions of those users and their compliance with this Agreement. The license granted under this Clause 2 applies solely to the Customer named in the Order Form and does not extend by implication to any related entities without a separate Order Form.

2.4 Platform Modifications and Updates

The Customer acknowledges that the Platform is delivered as a shared, multi-tenant service. The Provider may introduce improvements, updates, or modifications to the Platform from time to time. Where any such change would materially reduce functionality available to the Customer, the Provider shall endeavor to provide reasonable advance written notice. A material reduction shall not include removal of beta features, minor feature changes, UI adjustments, performance optimizations, or changes required for legal, security, or infrastructure reasons

3. Restrictions on Use

The Customer shall not, and shall ensure its Authorized Users do not:

copy, modify, adapt, translate, frame, or create derivative works based on the Platform or Documentation, whether in whole or in part;
decompile, disassemble, reverse engineer, or otherwise attempt to reconstruct or discover the source code or underlying algorithms of the Platform, except to the limited extent permitted by mandatory applicable law that cannot be excluded by contract;
resell, sublicense, lease, lend, or otherwise make the Platform available to any third party outside the Customer’s own organization;
use the Platform as a basis for developing or benchmarking a competing product or service, or publish comparative benchmarks without the Provider’s prior written consent;
remove or alter any copyright notices, proprietary markings, or other identifying labels within the Platform or Documentation;
use the Platform in a way that violates any applicable law, regulation, or third-party right, including data protection, intellectual property, or financial services legislation;
introduce, transmit, or store any Virus or any content that is unlawful, defamatory, abusive, discriminatory, or otherwise harmful through or within the Platform;
attempt to gain access to the Platform beyond the scope of rights granted under this Agreement, or use the Platform to deliver services to third parties on a bureau, outsourced, or commercial hosting basis.

The Customer shall take reasonable steps to prevent any access to or use of the Platform that falls outside the scope of this Agreement, and shall notify the Provider promptly in writing upon becoming aware of any such access or use.

4. Audit Rights

4.1 Compliance Verification

The Provider may, on not less than five (5) Business Days’ prior written notice, verify the Customer’s compliance with this Agreement, including its adherence to applicable Usage Limits. Any verification exercise shall be conducted during Business Hours in a manner that minimizes disruption to the Customer’s operations.

4.2 Account Responsibility and Authorized Users

Where a verification exercise reveals that the Customer has exceeded Usage Limits and accordingly underpaid Fees, the Customer shall settle the shortfall, calculated pursuant to the applicable Order Form and Clause 9.6, within ten (10) Business Days of receiving written notification of the finding. This right is without prejudice to any other remedy available to the Provider.

4.3 Compliance with Laws and Third-Party Rights

The Provider shall carry out no more than one (1) verification exercise per calendar year, unless a previous exercise has disclosed material non-compliance or underpayment, in which case the Provider may conduct an additional exercise within the same year on thirty (30) days’ written notice.

4.4 Royalty Audit Trail

The Provider shall maintain reasonable logs of Platform processing activities for a minimum of seven (7) years from the relevant processing date, consistent with commercially reasonable SaaS practices. The Customer acknowledges that it bears sole responsibility for the accuracy, completeness, and legality of Customer Data submitted to the Platform, and that the Provider is not liable for errors in royalty outputs arising from deficiencies in that data.

5. Customer Data

5.1 Data Ownership

All right, title, and interest in Customer Data vest in and remain with the Customer. The Customer grants the Provider a limited, non-exclusive license to access and process Customer Data strictly to the extent required to deliver the Platform and any associated services during the Subscription Term.

5.2 Customer Data Ownership and Use Rights

The Customer is solely responsible for ensuring that all Customer Data, including royalty records, catalogue information, rights holder data, and any third-party Personal Data, is accurate, complete, lawfully obtained, and submitted to the Platform with all necessary rights, consents, and authorizations in place.

5.3 Backups and Data Restoration

The Provider shall maintain commercially reasonable backup procedures. The Provider does not warrant uninterrupted backup operations and does not guarantee complete data recovery in all circumstances. Should Customer Data be lost or corrupted, the Customer’s exclusive remedy shall be for the Provider to use commercially reasonable efforts to restore the affected data from the most recently available backup. The Provider bears no liability for Customer Data lost due to actions of unrelated third parties, except where those third parties were engaged by the Provider to support data storage or backup services.

5.4 Data Integrity

The Provider shall apply appropriate technical and organizational controls to safeguard Customer Data in accordance with the DPA.

5.5 Third-Party Integrations

The Platform may offer connectivity to or interoperability with third-party services. The Provider does not endorse, control, or accept liability for any third-party service, and the Customer accesses any such service entirely at its own risk under that service’s own terms.

5.6 Anonymized Analytics

The Provider may derive and use anonymized, aggregated statistical insights from Customer usage of the Platform for purposes of service improvement, feature development, and industry benchmarking, provided that no such output identifies the Customer or any individual. The Provider holds all rights in such anonymized outputs.

6. Open-Source Software

6.1 Disclosure

The Platform incorporates certain Open-Source Software components. Details of the material Open-Source Software used, along with the corresponding license terms, are available in the Documentation or on written request. The Customer’s rights with respect to Open-Source Software are governed solely by the applicable open-source license and not by the license in Clause 2.

6.2 Open-Source Software

The Platform may include Open-Source Software. Such software is provided subject to its applicable license terms. The Provider makes no additional warranty regarding Open-Source Software beyond compliance with applicable law.

7. Provider Obligations

7.1 Service Standards

The Provider shall use commercially reasonable efforts to make the Platform available in accordance with this Agreement. No specific outcome, performance level, or uninterrupted operation is guaranteed. The Platform shall operate in material conformity with the technical user documentation made generally available by the Provider at the time of delivery. The Documentation is descriptive only and does not constitute a binding specification, product warranty, or guarantee of performance. Any non-conformance shall be addressed by the Provider through commercially reasonable corrective measures within a reasonable timeframe. The remedies set out in this Clause 7.1 constitute the Customer’s sole and exclusive remedy for any failure of the Platform to conform to the Documentation. This commitment does not apply where any non-conformance arises from: (a) the Customer’s use of the Platform contrary to the Provider’s instructions or the Documentation; (b) modifications made to the Platform by any person other than the Provider or its authorized personnel; or (c) a Force Majeure Event.

7.2 Service Availability and Technical Limitations

The Provider gives no assurance that the Customer’s use of the Platform will be continuous or free from error, that the Platform will satisfy every requirement of the Customer, or that data transmissions over public networks will be free from the inherent limitations of internet-based communications. The Provider may also develop or supply products and services comparable to those covered by this Agreement for other customers. The Customer acknowledges that the Platform is provided over public internet infrastructure and that temporary interruptions, latency, and technical limitations inherent in internet-based services may occur without constituting a breach of this Agreement.

7.3 Remedies for Warranty Breach

Where the Provider fails to meet a warranty set out in this Clause 7, its obligation shall be limited to taking reasonable corrective steps within a reasonable timeframe. This remedy represents the Customer’s sole and exclusive recourse for such a warranty failure.

7.4 Integration Disclaimer

The Provider does not warrant the continued availability, functionality, or compatibility of any third-party systems, APIs, or integrations. Any integration with third-party services is subject to the ongoing availability and performance of such third-party services.

8. Customer Obligations

8.1 General Obligations

The Customer shall: (a) work collaboratively with the Provider on all matters relevant to the Platform; (b) supply accurate and complete information, including Customer Data, that the Provider reasonably needs to deliver the Platform; (c) hold and maintain all licenses, permits, and third-party consents necessary for its use of the Platform throughout the Subscription Term; (d) ensure that its IT environment and network connections meet any technical specifications notified by the Provider; (e) take responsibility for the procurement, security, and maintenance of its own connectivity to the Provider’s infrastructure; (f) conduct all activities under this Agreement in accordance with applicable law; (g) ensure that all Authorized Users accept and comply with the Provider’s applicable Terms of Use and Privacy Policy and (h) be fully liable for all acts, omissions, misuse, or breaches committed by its Authorized Users and that any breach by an Authorized Users shall constitute a breach by the Customer. notifying the Provider without delay of any known or suspected breach.

8.2 Customer Default

Where the Provider’s performance is materially impeded or delayed by the Customer’s failure to fulfil an obligation under this Agreement (a “Customer Default”):

the Provider may suspend delivery of the Platform until the Customer Default is remedied, and will not be liable for losses arising from that suspension;
the Provider is relieved of liability for any delay in its own performance that is directly attributable to the Customer Default; and
the Customer shall reimburse the Provider for any verified losses directly caused by the Customer Default.

9. Fees and Payment

9.1 Fee Obligation

The Customer shall pay all Fees in accordance with the payment schedule in the applicable Order Form. Unless stated otherwise, all Fees are denominated in Euro (EUR) and are stated net of VAT and any other applicable taxes, which the Customer shall pay in addition at the applicable rate.

9.2 Invoicing and Payment Terms

Unless the Order Form states otherwise, the Provider will invoice the Customer annually in advance. Each invoice is due and payable within thirty (30) calendar days of the invoice date. Prompt payment is a material term of this Agreement. The Customer shall make all payments in full, without deduction, set-off, or withholding, except where withholding is mandated by law. Prior to the Effective Date, the Customer shall supply the Provider with complete and accurate billing information, including contact details and any purchase order reference numbers required to process payment.

9.4 Consequences of Late Payment

If the Customer does not pay an invoice by its due date, the Provider may:

charge interest on the overdue amount at eight percent (8%) per annum above the Swedish central bank (Riksbanken) reference rate, accruing from the due date until full payment is received;
following fourteen (14) days’ prior written notice of non-payment, suspend the Customer’s access to the Platform until all outstanding amounts are paid in full; and
if the overdue amount remains unpaid sixty (60) days after the original due date, terminate the relevant Order Form or this Agreement for material breach in accordance with Clause 16.3.

9.5 Fee Revisions

The Provider may adjust its Fees once per Year, with not less than ninety (90) days’ prior written notice. Any adjustment takes effect from the start of the next Subscription Term. A Customer that does not wish to accept a Fee adjustment may issue a notice of non-renewal under Clause 16.2 before the current Subscription Term expires.

9.6 Overage Fees

If the Customer’s usage of the Platform exceeds any Usage Limit specified in the Order Form, including thresholds for catalogue items, processed contracts, or Authorized Users, the Provider may charge additional fees (“Overage Fees”) at the rates set out in the Order Form or, where not specified, at the Provider’s then-current pricing for the applicable tier. The Provider will notify the Customer promptly upon detecting that a Usage Limit has been reached. Overage Fees are invoiced monthly in arrears and are subject to the payment terms of this Clause 9.

10. Intellectual Property

10.1 Provider Ownership

The Provider and its licensors hold exclusive ownership of all Intellectual Property Rights subsisting in the Platform, Documentation, and any related materials. Nothing in this Agreement transfers, assigns, or otherwise conveys to the Customer any ownership interest in the Platform or any part of it.

10.2 Feedback

Where the Customer or its Authorized Users share suggestions or ideas for improving the Platform (“Feedback”), the Provider is free to incorporate or commercialize that Feedback without restriction or payment. The Customer hereby assigns, with full title guarantee, all Intellectual Property Rights in any such Feedback to the Provider.

10.3 Customer IP Indemnity

The Customer shall hold the Provider harmless from any third-party claim that arises because: (a) the Provider has followed specifications or requirements provided by the Customer; or (b) the Customer Data, including royalty records, rights holder information, or catalogue data, infringes a third party’s Intellectual Property Rights.

11. Confidentiality

11.1 Confidentiality Obligations

Each party undertakes to: (a) hold the other’s Confidential Information in strict confidence using at least the same standard of care it applies to its own sensitive information (and in no event less than reasonable care); (b) refrain from disclosing Confidential Information to any person without the Disclosing Party’s prior written consent; and (c) use Confidential Information solely to exercise its rights or fulfil its obligations under this Agreement. Each party may share Confidential Information with those of its personnel, advisors, and Affiliates who genuinely need access for purposes of this Agreement, provided those recipients are bound by confidentiality obligations at least as stringent as those contained herein.

11.2 Limitations of Confidentiality Obligations

The obligations in Clause 11.1 do not apply to information that: (a) is or enters the public domain through no act or omission of the Receiving Party; (b) was already in the Receiving Party’s possession before disclosure, free of any confidentiality restriction; (c) is developed independently by the Receiving Party without use of or reference to the Confidential Information; or (d) must be disclosed to comply with applicable law, a binding court order, or a regulatory requirement, in which case the Receiving Party shall give the Disclosing Party as much advance notice as is practicable and shall reasonably cooperate in any effort to limit or protect the disclosure.

11.3 Duration of Confidentiality

Confidentiality obligations under this Clause 11 persist for five (5) years after termination or expiry of this Agreement in respect of general Confidential Information, and indefinitely in respect of trade secrets and royalty or rights holder financial data that qualifies for protection as a trade secret under Swedish law.

12. Data Protection

12.1 Regulatory Compliance

Each party shall meet its respective obligations under applicable data protection legislation, including the GDPR and the Swedish Data Protection Act (2018:218).

12.2 Obligations

Where the Provider processes Personal Data on behalf of the Customer, the Customer acts as controller or, where applicable, as processor on behalf of another controller, and the Provider acts as processor or sub-processor, respectively. Where the Provider processes Personal Data for its own independent purposes, such as billing administration, legal compliance, or product analytics, it does so as an independent controller.

12.3 Sub-Processors

The parties’ respective data processing obligations are governed by the Data Processing Agreement (DPA) incorporated through the applicable Order Form. Execution of the applicable Order Form constitutes execution and acceptance of the DPA.

12.4 Customer Warranties

The Customer warrants that: (a) Personal Data transmitted to the Provider is transmitted lawfully; (b) it holds and will maintain throughout the Subscription Term a valid legal basis under applicable data protection law for each category of processing; and (c) it has fulfilled all notification and consent obligations owed to data subjects, including performing artists, producers, and other rights holders whose data may be processed through the Platform.

12.5 International Data Transfers

The Provider shall not transfer Customer Personal Data to a destination outside the European Economic Area unless: (a) the Customer has given prior written consent; or (b) the transfer is underpinned by a lawful transfer mechanism recognized under the GDPR, such as an adequacy decision, standard contractual clauses, or binding corporate rules.

12.6 Indemnity

Data Protection Indemnity. The Customer shall indemnify the Provider against losses arising from: (a) the Provider acting in accordance with lawful processing instructions issued by the Customer; or (b) the Customer’s breach of its obligations under this Clause 12 or the DPA.

13. Warranties

13.1 Provider Warranties

The Provider warrants that: (a) it has full authority to enter into this Agreement and grant the rights described herein; (b) the Platform will operate in substantial accordance with the Documentation throughout the Subscription Term; and (c) its services will be delivered with commercially reasonable efforts consistent with general SaaS industry practice.

13.2 Customer Warranties

The Customer warrants that: (a) it has full authority to enter into this Agreement; (b) it holds all rights required to submit Customer Data to the Platform; (c) the Provider’s use of Customer Data in accordance with this Agreement will not infringe any third-party rights or violate any law; and (d) each processing instruction the Customer gives to the Provider will comply with applicable data protection law.

13.3 Royalty Calculation Disclaimer

The Customer acknowledges that: (a) the Platform is designed to assist the Customer with royalty accounting workflows and does not replace the Customer’s professional judgement or independent verification; (b) all royalty calculations produced by the Platform depend entirely on the accuracy and completeness of the Customer Data submitted; (c) the Provider accepts no responsibility for errors, omissions, or discrepancies in royalty outputs that stem from inaccurate, incomplete, or unauthorized Customer Data; and (d) the Customer bears sole accountability for all outcomes of its use of the Platform, including any distributions, payments, or decisions made on the basis of Platform outputs.

13.4 No Further Warranties

Save as expressly stated in this Agreement, the Platform and all associated services are made available without any additional warranty of any nature, whether written, oral, express, implied, or statutory. To the fullest extent permitted by Swedish law, the Provider excludes all implied warranties, including those of satisfactory quality, fitness for a particular purpose, and non-infringement.

14. Limitation of Liability

14.1 Exclusion of Indirect Loss

To the maximum extent permitted by applicable law, neither party shall be liable to the other for any loss that is indirect or consequential in nature, including lost revenue, lost profits, lost business opportunities, reputational damage, or loss of data, even where the possibility of such loss was foreseeable or had been communicated in advance.

14.2 Aggregate Cap

Subject to Clause 14.3, the maximum cumulative liability of each party to the other under or in connection with this Agreement, whether arising in contract, tort, statute, or otherwise, shall not exceed the total Fees invoiced by and paid to the Provider during the twelve (12) calendar months prior to the event that first gave rise to the claim.

14.3 Uncapped Liabilities

Nothing in this Agreement restricts or excludes either party’s liability for: (a) death or personal injury resulting from negligence; (b) deliberate fraud or fraudulent misrepresentation; (c) any liability that Swedish law does not permit to be excluded or capped; or (d) payment obligations expressly assumed under this Agreement.

14.4 Allocation of Risk

The Provider is not liable for Platform outputs that are erroneous as a result of deficiencies in data, instructions, or specifications supplied by the Customer. The Customer confirms that the Fees paid reflect a mutually agreed allocation of risk and that the Provider would not have contracted on these terms without the protections in this Clause 14.

15. Indemnification

15.1 Provider IP Indemnity

The Provider shall indemnify, defend, and hold harmless the Customer against third-party claims, awards, and reasonable legal costs arising from an allegation that the Platform (excluding Open-Source Software, Customer Data, or elements created to the Customer’s specification) infringes a third party’s Intellectual Property Rights, subject to: (a) the Customer promptly notifying the Provider of such claim; (b) the Provider having sole conduct of the defense and any settlement; and (c) the Customer providing reasonable assistance at the Provider’s cost. The Provider’s total liability under this Clause 15.1 shall be subject to the aggregate liability cap set out in Clause 14.

15.2 IP Infringement Remedies

Where the Platform is, or the Provider reasonably anticipates it may become, subject to an IP infringement claim, the Provider may at its discretion: (a) secure continued rights for the Customer to use the Platform; (b) modify the Platform to remove the infringing element while preserving material functionality; or (c) terminate the relevant Order Form and refund any prepaid Fees attributable to the unexpired portion of the Subscription Term. The remedies set out in this Clause 15.2 constitute the Customer’s sole and exclusive remedy in respect of intellectual property infringement claims.

15.3 Customer Indemnity

The Customer shall indemnify and hold harmless the Provider and its officers, employees, and agents from and against claims, losses, and costs arising out of or connected to: (a) any allegation that Customer Data infringes a third party’s Intellectual Property Rights or violates applicable data protection law; (b) the Customer’s or any Authorized User’s use of the Platform in a manner that breaches this Agreement or applicable law; (c) a breach by the Customer of its data protection obligations; or (d) a Customer Default.

15.4 Carve-outs

The Provider shall have no liability under this Clause 15 to the extent that any claim arises from: (a) modification of the Platform by anyone other than the Provider; (b) use of the Platform in combination with software, hardware, or data not supplied or authorized by the Provider; (c) use of the Platform in a manner not permitted by this Agreement or the Documentation; (d) Customer Data; or (e) compliance with Customer specifications or Instructions.

16. Term and Termination

16.1 Duration

This Agreement runs from the Effective Date until all Order Forms have expired or been terminated, unless ended earlier under this Clause 16.

16.2 Renewal

Each Order Form specifies an initial Subscription Term. Unless either party gives written notice of non-renewal at least ninety (90) days before the end of the then-current term, the Order Form renews automatically for a further period of one (1) year.

16.3 Termination for Cause

Either party may terminate this Agreement or any Order Form with immediate effect by written notice if the other party:

fails to pay any sum due under this Agreement and that failure persists for thirty (30) days after written notice requiring payment;
commits a material breach of this Agreement that, where capable of remedy, it fails to remedy within thirty (30) days of receiving detailed written notice identifying the breach and the steps required to cure it;
engages in a pattern of breaches that demonstrates a persistent failure or unwillingness to comply with the terms of this Agreement; or
becomes subject to an Insolvency Event, or announces or resolves to wind down all or a substantial part of its business operations.

16.4 Change of Control

If the Customer undergoes a Change of Control: (a) the Customer must notify the Provider in writing within five (5) Business Days of that change taking effect; and (b) if control of the Customer passes to a direct competitor of the Provider, the Provider may terminate this Agreement on written notice given within thirty (30) days of receiving that notification.

16.5 Consequences of Termination

Upon termination or expiry: (a) all access rights shall immediately cease; (b) the Customer shall cease all use of the Platform; (c) all outstanding Fees shall become immediately due; (d) if the Customer requests return of Customer Data within thirty (30) days, the Provider shall provide it in a commonly used, machine-readable format within thirty (30) days after the request; and (e) the Provider shall then securely delete Customer Data, unless retention is required by law.

16.6 Survival

Clauses 1, 4.4, 5.1, 5.6, 6, 10, 11, 12.4, 12.6, 13.3, 14, 15, 16.5, 17, 18, 19, and 20 remain in full force after this Agreement ends.

17. Entire Agreement

17.1 Complete Agreement

This Agreement, together with all Order Forms and Schedules, constitutes the complete and exclusive statement of the terms agreed between the parties regarding its subject matter. It supersedes and replaces all prior negotiations, heads of terms, draft agreements, and understandings, whether written or verbal, that relate to the same subject matter.

17.2 Pre-Contractual Statements

Neither party has entered into this Agreement in reliance on any representation, assurance, or undertaking made before the Effective Date that is not expressly reproduced in this Agreement (collectively, “Pre-Contractual Statements”). Each party irrevocably waives any claim that might otherwise arise in connection with Pre-Contractual Statements, except that nothing in this Clause 17.2 excludes liability for fraudulent misrepresentation or fraudulent non-disclosure made before the Effective Date.

18. General Provisions

18.1 Amendments

No amendment to this Agreement is valid unless made in writing and signed by an authorized representative of each party. Customer-issued purchase orders or similar documents do not constitute amendments to this Agreement.

18.2 Headings

The headings and subheadings in this Agreement are included for convenience only and shall not affect the construction or interpretation of this Agreement. In the event of any inconsistency between a heading and the substantive provisions of a Clause, the substantive provisions shall prevail.

18.3 Conflicts

18.4 Assignment

The Customer may not assign, transfer, charge, or otherwise deal with its rights or obligations under this Agreement without the Provider’s prior written consent. The Provider may assign or novate this Agreement without consent: (a) to an Affiliate; or (b) to a successor entity as part of a merger, business acquisition, or transfer of substantially all its assets, provided the successor assumes all obligations under this Agreement.

18.5 Subcontracting

The Provider may engage qualified third-party subcontractors to assist in delivering the Platform, provided that it remains fully responsible for their performance and that any subcontractor handling Personal Data is subject to data protection obligations no less stringent than those in the DPA.

18.6 Force Majeure

Neither party shall be in breach of this Agreement or liable for delays or non-performance of its obligations (other than payment obligations) to the extent that such delay or non-performance results from events genuinely beyond its reasonable control (a “Force Majeure Event”). Force Majeure Events include natural disasters, war, civil disorder, acts of government, pandemics, sanctions, labor disputes, or failures of public utilities or internet infrastructure that could not reasonably have been anticipated or prevented. The affected party must: (a) notify the other promptly in writing on becoming aware of the Force Majeure Event; and (b) take reasonable steps to limit its impact. If a Force Majeure Event persists for more than three (3) consecutive months, either party may end this Agreement on thirty (30) calendar days’ written notice.

18.7 Waiver

A party’s decision not to enforce a right or remedy, or any delay in doing so, does not amount to a waiver of that right or remedy and will not prevent its future exercise. Any waiver must be in writing to be effective.

18.8 Severability

If any term of this Agreement is held to be unlawful, void, or unenforceable under applicable law, that term shall be severed without affecting the validity or enforceability of the remaining provisions. The parties shall negotiate in good faith a lawful replacement that reflects the original commercial intent.

18.9 Notices

All formal notices under this Agreement must be in writing and sent by email (with read receipt or equivalent confirmation) or by prepaid registered post to the address specified in the relevant Order Form. Email notices are deemed received on confirmed delivery. Posted notices are deemed received on the second Business Day after the date of posting. This clause does not govern the service of legal process in arbitral or court proceedings.

18.10 Publicity

The Provider may refer to the Customer by name and logo in its commercial materials, including customer listings, case studies, pitch documents, and press releases, subject to any written brand guidelines the Customer provides. The Customer may withdraw consent to such use at any time by written notice to the Provider.

18.11 Further Steps

Each party will, on reasonable written request from the other, sign additional documents and take additional actions that are reasonably necessary to give full legal effect to this Agreement.

18.12 Independent Contractors

The parties enter into this Agreement as independent commercial contractors. Nothing here creates or implies any joint venture, partnership, employment relationship, or agency between them. Neither party has authority to incur obligations or make representations on behalf of the other.

18.13 Third Party Rights

This Agreement confers no rights on any person who is not a party to it. No third party may enforce any provision of this Agreement.

18.14 Cumulative Remedies

Unless this Agreement expressly states otherwise, all remedies available to either party under this Agreement are cumulative and additional to any remedies available at law or in equity.

18.15 Execution

This Agreement may be signed in counterparts, including by electronic signature, each of which is an original. All counterparts, taken together, form one binding agreement.

19. Governing Law

19.1 Applicable Law

This Agreement, and all contractual and non-contractual obligations arising out of or connected with it, shall be governed by and interpreted under the laws of Sweden, without applying any choice-of-law rules that would require the application of another jurisdiction’s laws.

20. Dispute Resolution

20.1 Good Faith Negotiations

Before commencing arbitration, the parties shall attempt to resolve any dispute through good faith discussions between senior representatives. Either party may initiate this process by delivering written notice identifying the dispute. If the dispute is not resolved within thirty (30) days of that notice (or such longer period as the parties agree in writing), either party may proceed to arbitration.

20.2 Arbitration

Disputes not resolved through negotiation shall be finally determined by arbitration conducted under the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce (SCC Rules).

20.3 Seat of Arbitration

The legal seat of arbitration shall be Stockholm, Sweden. Proceedings shall be conducted in English, though either party may submit documents in Swedish without translation. A sole arbitrator shall be appointed for disputes with a value below EUR 500,000; a three-member tribunal shall be appointed for disputes valued at EUR 500,000 or above.

20.4 Interim Relief

This Clause 20 does not prevent either party from seeking urgent interim or protective relief from a court of competent jurisdiction where necessary to preserve rights or prevent irreparable harm pending the outcome of arbitration.

20.5 Confidentiality of Proceedings

The parties agree that all arbitration proceedings, submissions, and any resulting award shall be treated as Confidential Information of both parties.