Terms of Service - AI Assistant

Last Update: 04/06/2024

These Terms of Service (“Terms”) are an appendix to the Service Agreement between the Parties, governing the delivery of Services under the Service Agreement. If there is any conflict between these Terms and the Service Agreement, the Service Agreement will prevail. Capitalized terms used in these Terms and not defined herein shall have the meanings given in the broader Agreement. The terms “you” and “your” refer to the individual or entity using the Services (Subscriber), and “we” and “our” refer to Astrid Education AB, doing business as Astrid.

By accessing or using the Services, you:

Accept and agree to these Terms.
Represent and warrant that you have the right, authority, and capacity to enter into the Agreement on behalf of the Subscriber.

1. General

If you register for a pilot account of Astrid’s Services, the applicable provisions of these Terms will also govern the pilot account.

2. Pilot

All pilot accounts are provided “as is” and “as available,” without any warranty of any kind. Astrid disclaims all obligations and liabilities under the Agreement (including those under Section 13: Limitation of Liability) for any harm or damage arising from or related to a pilot account, including obligations or liabilities regarding Subscriber Data (defined in Section 5.1). Any configurations or Subscriber Data entered into a pilot account, and any customizations made by or for the Subscriber, may be permanently lost if the pilot account is suspended, terminated, or discontinued. Astrid’s indemnity obligations under Section 15 (Indemnification) do not apply to pilot accounts.

3. Astrid’s Obligations

3.1 Services

Astrid will provide the Services agreed upon in the Agreement to the Subscriber in accordance with the terms set forth.

3.2 Compliance with laws

Astrid will comply with all applicable laws and governmental regulations relevant to the Services.

3.3 Personnel and Performance

Astrid may engage subcontractors to perform the Services and fulfill other obligations under the Agreement. Astrid will be responsible for the performance and compliance of its personnel, including employees and subcontractors, with the terms of the Agreement. Astrid enters into the Agreement on behalf of itself and its Affiliates. An “Affiliate” is any entity that (a) Astrid Controls; (b) Controls Astrid; or (c) is under common Control with Astrid, where “Control” refers to direct or indirect ownership of fifty percent (50%) or more of an entity’s voting interests.

3.4 Security Measures

Astrid will maintain administrative, physical, and technical safeguards for the security and integrity of the Services (“Security Measures”) in line with industry-standard practices. Astrid will store, process, transmit, and disclose electronic data and configurations submitted to the Services by or on behalf of the Subscriber only as stipulated in the Agreement. The Services will not transmit any code, files, scripts, agents, or programs designed to harm, including viruses, worms, time bombs, or Trojan horses (“Malicious Code”).

Astrid will process personal data in accordance with the instructions outlined in the Data Processing Agreement.

3.5 Service Level Agreement

Astrid will use commercially reasonable efforts to make the Astrid AI Assistant available with a Monthly Uptime Percentage of at least 99.5% during any monthly cycle. Subject to the SLA Exclusions, if we do not meet the Service Commitment, you will be eligible to receive a Service Credit.

3.5.1 Definitions

“Availability” means the Astrid AI Assistant is accessible and performs according to the Agreement twenty-four (24) hours a day and seven (7) days a week per annum.
“Maintenance” means scheduled downtime of the Astrid AI Assistant. Astrid will use best efforts to conduct Maintenance during off-peak hours and will provide to Subscribers at least 24 hours written notice in advance of any upcoming Maintenance.
“Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of minutes during the calendar month in which the Astrid AI Assistant was Unavailable. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any SLA Exclusion.
“Service Credit” means a credit denominated in this Agreement’s denominated currency, calculated as set forth below, that we may credit back to an eligible account.
“Unavailable” and “Unavailability” means when your service on the Astrid AI Assistant is not running or not reachable due to Astrid’s fault.

3.5.2 Sole Remedy

Unless otherwise provided in the Agreement, your sole and exclusive remedy for any unavailability, non-performance, or other failure by us to provide the Services is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA.

3.5.3 SLA Exclusions

The Service Commitment does not apply to any Unavailability:

Resulting from a suspension or remedial action taken by Astrid;
Caused by factors beyond Astrid’s reasonable control, including but not limited to force majeure events, issues with the Subscriber’s internet access, or problems beyond the demarcation point of the Astrid AI Assistant;
Caused by downtime or performance issues of external Large Language Model (LLM) providers;
Resulting from actions or inactions of the Subscriber or any third parties engaged by the Subscriber;
Resulting from scheduled maintenance activities;
Resulting from custom HTML modifications or integration with web content performed by the Subscriber.

If the availability of the Astrid AI Assistant is impacted by factors other than those used in the calculation of the Monthly Uptime Percentage, Astrid may, at its sole discretion, issue a Service Credit after considering such factors.

4. Astrid’s Data

Notwithstanding anything to the contrary herein, and provided these activities do not infringe on the Subscriber’s pre-existing intellectual property rights, Astrid is free to utilize any general know-how acquired, principles learned, and experience gained in connection with providing the Services.

5. Subscriber’s Obligations

5.1 Subscriber Data

The Subscriber agrees to be solely responsible for the content, electronic data, and configurations (“Subscriber Data”) sent, transmitted, displayed, uploaded, or backed up by Astrid when using the Services. The Subscriber must comply with all laws related to the Subscriber Data, including those requiring third-party consent and appropriate notices of third-party rights. The Subscriber represents and warrants that they have the right to upload the Subscriber Data to the Services and that such use does not violate or infringe on any third-party rights. Astrid will not be liable for any (a) Subscriber Data transmitted or viewed while using the Services, (b) errors or omissions in the Subscriber Data, or (c) any loss or damage resulting from the use of, access to, or denial of access to Subscriber Data. Although Astrid is not responsible for any Subscriber Data, Astrid may delete any Subscriber Data without notice if it becomes aware of any violation of this Agreement or any law. The Subscriber retains copyright and any other rights to the Subscriber Data they submit, post, or display on or through the Services.

5.2 Recordings

The Subscriber is responsible for compliance with all recording laws. By using the Services, the Subscriber consents to Astrid storing recordings of any or all Subscriber sessions that users join if such recordings are stored in the Services. Users will receive a notification (visual or otherwise) when recording is enabled. If users do not consent to being recorded, they can choose to leave the session.

5.3 Personnel and Performance

The Subscriber will be responsible for the performance of its personnel (including employees and contractors) in compliance with the Agreement. The Subscriber enters into the Agreement on behalf of its Affiliates that use the Services.

5.4 Non-Astrid Services

The Subscriber may choose to use services not provided by Astrid (“Non-Astrid Services”) with the Services and, in doing so, grants Astrid permission to interoperate with the Non-Astrid Services as directed by the Subscriber or the Non-Astrid Services. Unless specified in the Agreement: (a) Astrid does not warrant or support Non-Astrid Services; (b) the Subscriber assumes all responsibility for the Non-Astrid Services and any disclosure, modification, or deletion of Subscriber Data by the Non-Astrid Services; and (c) Astrid shall have no liability for, and the Subscriber is not relieved of any obligations under the Agreement or entitled to any refund, credit, or other compensation due to any unavailability of the Non-Astrid Services or any change in Astrid’s ability to interoperate with the Non-Astrid Services.

5.5 Responsibilities

In order for Astrid to be able to perform its obligations under the Agreement, Subscriber is responsible for the following:

Subscriber is responsible for the communication between Subscriber and the point or points where Astrid connects the Services to Subscriber’s end points. Subscriber is also responsible for ensuring that it has the equipment and software that is required for the use of the Services.
Subscriber is responsible for faults and defects in Subscriber’s software and the subsequent non-availability of the Services.
Subscriber shall ensure that (i) Subscriber’s Data is free of viruses, trojans, worms or other harmful software or code; (ii) Subscriber’s Data are in the agreed format; and (iii) that Subscriber’s Data cannot, in any other way, damage or interfere with Astrid system or the Services.
Subscriber shall ensure that log-in information, security methods, and other information provided by Astrid for access to the Services are handled confidentially in accordance with Section 8 (Confidentiality). Subscriber shall notify Astrid immediately in the event of unauthorized access to information in accordance with this clause.
Subscriber shall, and shall ensure that all users also will, follow all applicable laws, guidelines, and recommendations for the Services.
Shall not use the Services to store, transmit or display Subscriber Data for fraudulent purposes or in violation of applicable laws and governmental regulations;
Shall not interfere with or disrupt the integrity or performance of the Services or any third-party technology contained therein.
Shall not permit direct or indirect access to or use the Services in a way that circumvents a usage or capacity limit of the Services or use the Services to access or use any of Astrid’ intellectual property except as permitted under the Agreement.
shall not sell, resell, license, sublicense, distribute, redistribute, rent, or lease the Services except as integrated with its own offerings that provide additional functionality to its end users;
Subject to Section 9.2 (Astrid AI Assistant), except as permitted by applicable laws or governmental regulations, shall not reverse engineer, decompile, translate, disassemble or otherwise attempt to extract any or all of the source code of the Services.
Shall not access the Services to develop a competitive product or service.

5.6 Subscriber’s use of the Services

Subscriber shall specify the users that are authorized to use the Services by inviting them to the Service. If a person is no longer authorized to use the Services, Subscriber shall immediately remove their access. Subscriber is responsible for all users’ use of the Services.
Subscriber is required to follow any written instructions from time to time provided by Astrid for use of the Services.
Subscriber’s users shall accept the Terms of Service and to have confirmed that they have read the Privacy Policy.

5.7 Service Notices

If Astrid becomes aware that Subscriber has violated Subscriber’s obligations under this Section 5 (Subscriber’s Obligations), Astrid will notify Subscriber by email (the “Service Notice”) and request Subscriber to take reasonably appropriate action, including ceasing problematic usage or removing applicable Subscriber Data. If Subscriber fails to comply with a Service Notice within the time period set forth in the Service Notice, Astrid may block Subscriber’s access to the Services until the requested action is taken. If Subscriber fails to take the required action within ten (10) working days or fails to comply with Subscriber’s obligations under this Section 5 (Subscriber’s Obligations) on two or more occasions during any rolling twelve (12) month period, Astrid may terminate the Agreement immediately for cause. Astrid also responds to notices of alleged copyright infringement and may block access to the applicable Service or terminate accounts of repeat infringers. All limitations of access, suspensions, and terminations for cause shall be made at Astrid’ sole discretion and Astrid shall not be liable to Subscriber or any third-party for any termination of Subscriber’s account or access to the Services.

6 Term and Termination

6.1 Term

Unless another term is specified in the Agreement, the Agreement commences on the Effective Date set forth in the Agreement and shall thereafter be valid and in force for a period of twelve (12) months (“Service Term”). Unless terminated by either Party with no less than ninety (90) days written notice before the expiry of the Initial Service Term, the Agreement shall automatically renew for successive subscription periods (each a “Renewal Term”), equivalent to the length of the Initial Service Term, until terminated by either Party with no less than ninety (90) days written notice before the expiry of the applicable Renewal Term. Such termination will take effect at the end of the applicable Renewal Term. Any termination of this Agreement shall be made in writing.

6.2 Termination for Cause

In addition to Astrid’ right to terminate the entire Agreement under Section 5.7 (Service Notices), Subscriber or Astrid may terminate the entire Agreement for cause (a) upon thirty (30) days written notice to the other of a material breach if the breach remains uncured at the expiration of the notice period or (b) if the other Party (i) becomes the subject of a proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors to the extent permitted by applicable laws or governmental regulations, (ii) goes out of business, or (iii) ceases its operations.

6.3 Survival

Any term or condition that by its nature is clearly intended to survive the expiration or termination of the Agreement, shall survive any expiration or termination of the Agreement, including Sections 5.5 (6), (8), and (9) (under Subscriber’s Obligations), Section 7.1 (Fees), Section 7.5 (Refund or Payment upon Termination), Section 8 (Confidentiality), Section 9 (Licenses and Proprietary Rights), Section 13 (Limitation of Liability), and Section 15 (Indemnification).

6.4 Data Handling upon Termination

Upon termination of this Agreement, Astrid shall:

Within a reasonable timeframe, delete or anonymize Subscriber Data in its possession or control, in accordance with Astrid’s standard data retention and destruction policies.
If the Subscriber requests the return of their data prior to deletion or anonymization, Astrid shall provide the data in a commonly used format within a reasonable timeframe and in accordance with industry standards.
Astrid shall not be required to provide written certification of data deletion or destruction unless expressly requested by the Subscriber.
Notwithstanding the above, Astrid may retain Subscriber Data to the extent required by applicable laws or regulations, provided that Astrid maintains the confidentiality of such data and only uses it for the purposes required by law.
Astrid shall continue to adhere to the confidentiality obligations set forth in this Agreement even after the termination of the Agreement.
Astrid shall not be liable for any loss or damage to Subscriber Data after the termination of this Agreement.

7 Fees and Payment

7.1 Fees

The Subscriber shall pay all fees specified in the Agreement and provide accurate and updated billing contact information. Fees shall be paid in the currency specified in the Agreement. If no currency is specified, fees should be paid in Swedish Crowns (SEK). If minimum commitments are stated in the Agreement, they are: (a) based on Services purchased, not actual usage; (b) non-cancelable; and (c) cannot be decreased during the specified term. Astrid reserves the right to adjust the Service Fee in line with the corresponding increase in the Swedish Consumer Price Index for any additional term, as defined in Clause 6.1, by giving a ninety (90) day notice, unless otherwise agreed in the Service Agreement. Fees paid for minimum commitments are not refundable unless Astrid breaches its obligations under the Agreement, resulting in the Subscriber terminating the Agreement. Subscriber’s payment of fees is neither (x) contingent on the delivery of any future functionality or features nor (y) dependent on statements not set forth in the Agreement. If usage exceeds the Service Capacity stated in the Agreement, Astrid will charge the overage on a quarterly basis based on the unit price stated in the Agreement. For clarity, the unit price will be the Service Fee, gross of any discounts, divided by the Service Capacity and divided by the Service Term.

7.2 Payment Terms

If the Agreement specifies a payment method other than a credit card, the Subscriber will provide a purchase order number (or reasonable alternative proof of the ability to pay the fees specified in the Agreement) and promptly notify Astrid of any changes necessary for the payment of an invoice. Astrid will invoice the Subscriber either monthly or according to the billing frequency stated in the Agreement. Invoices to be paid by credit card are due on the invoice date; all other invoices are due net thirty (30) days from the invoice date. If any invoiced amount is not received by Astrid by the due date, then without limiting Astrid’s rights or remedies: (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, and (b) Astrid may condition future subscription renewals and service orders on shorter payment terms.

If the Subscriber is paying for Services by credit card, they will provide Astrid’s authorized payment processor with valid credit card information and promptly notify the processor of any changes necessary to charge the credit card. Providing credit card information to Astrid’s authorized payment processor authorizes Astrid, through its processor, to charge the credit card for all Services specified in the Agreement and any renewal subscriptions. The Subscriber acknowledges that Astrid will not have access to their credit card information.

7.3 Suspension of Service and Acceleration

If any amount owed by the Subscriber is thirty (30) or more days overdue (or fifteen (15) or more days overdue in the case of credit card payments), Astrid may, without limiting any rights and remedies, accelerate the Subscriber’s unpaid fee obligations to become immediately due and payable and block the provision of Services until the overdue amounts are paid in full. Astrid will give the Subscriber at least ten (10) days prior notice that their account is overdue, in accordance with Section 18 (Manner of Giving Notice), before blocking Services.

7.4 Payment Disputes

Astrid will not exercise any rights to block Services, accelerate payments, impose late charges, or change payment terms under Section 7.2 (Payment Terms) and Section 7.3 (Suspension of Service and Acceleration) regarding an overdue amount as long as the Subscriber is disputing the overdue amount in good faith. Both parties agree to cooperate diligently and in good faith to resolve the dispute.

7.5 Refund or Payment upon Termination

If the Subscriber terminates the Agreement in accordance with Section 6.2 (Termination for Cause), Astrid will refund any prepaid fees covering the remainder of the Agreement term after the effective date of termination. If Astrid terminates the Agreement in accordance with Section 6.2 (Termination for Cause), the Subscriber will pay any unpaid fees covering the remainder of the Agreement term. In no event will termination relieve the Subscriber of their obligation to pay any fees for the period prior to the effective date of termination. If the Subscriber terminates without cause before the end of the current term, they shall be immediately liable for the balance of the fees for the remainder of the term.

7.6 Taxes

Fees for Services do not include VAT or any other taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes (collectively, “Taxes”). The Subscriber is responsible for paying all Taxes associated with the Agreement. If Astrid is legally obligated to pay or collect Taxes for which the Subscriber is responsible, Astrid will invoice the Subscriber, and the Subscriber will pay that amount unless they provide a valid tax exemption certificate authorized by the appropriate taxing authority. The Subscriber will provide Astrid with any information reasonably requested to determine whether Astrid is obligated to collect Taxes. Astrid is solely responsible for taxes assessable against its income, property, and employees.

8 Confidentiality

8.1 Confidential Information

“Confidential Information” refers to all information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or, given the nature of the information and the circumstances of disclosure, should reasonably be understood to be confidential. Subscriber’s Confidential Information includes the Subscriber Data, while Astrid’s Confidential Information includes the Services. Confidential Information of each Party also includes, but is not limited to, the terms and conditions of the Agreement (including pricing), business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed in connection with the Agreement. Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of the Receiving Party; (b) was known to the Receiving Party without any confidentiality obligation before disclosure by the Disclosing Party, as evidenced by the Receiving Party’s records; (c) is disclosed to the Receiving Party by a third party who did not obtain the information under any confidentiality obligation; or (d) is independently developed by the Receiving Party without using the Disclosing Party’s Confidential Information, as evidenced by the Receiving Party’s records.

8.2 Protection of Confidential Information

Except as provided in Section 8.3 (Compelled Disclosure), the Receiving Party shall not disclose or make available any Confidential Information of the Disclosing Party to anyone except its employees, directors, attorneys, agents, subcontractors, and consultants who (a) need to know the Confidential Information for the purposes of the Agreement, and (b) have agreed to confidentiality obligations at least as stringent as those in the Agreement. Each Party shall (x) protect all Confidential Information of the other Party with the same degree of care (but no less than reasonable care) as it uses to protect its own confidential information, and (y) not use any Confidential Information of the other Party for any purpose outside the scope of the Agreement.

8.3 Compelled Disclosure

If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall, to the extent legally permitted, provide the Disclosing Party with prior notice of the compelled disclosure and reasonable assistance, at the Disclosing Party’s expense, if the Disclosing Party wishes to contest the disclosure. Any compelled disclosure shall be limited to what is required and will be subject to confidentiality protections as practicable. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable costs of compiling and providing secure access to that Confidential Information.

9 Licenses and Proprietary Rights

9.1 Subscriber Data

The Subscriber grants Astrid a worldwide, non-exclusive, revocable, and limited license for the duration of the Agreement to store, copy, transmit, and display Subscriber Data, and to interoperate with any Non-Astrid Services as necessary for Astrid to provide the Services according to the Agreement. Subject to this limited license, Astrid acquires no rights, title, or interest in Subscriber Data under the Agreement.

9.2 Astrid AI Assistant

Astrid grants the Subscriber a limited, non-exclusive, non-transferable, non-sublicensable license to use Astrid’s AI coaching solutions (“Astrid AI Assistant”) solely in connection with the subscribed Services according to the Agreement. Astrid retains all ownership rights, title, and interest in the Astrid AI Assistant, including but not limited to pre-existing know-how, ideas, techniques, concepts, trademarks, and patents.

9.3 Feedback

The Subscriber grants Astrid worldwide, perpetual, irrevocable, royalty-free permission to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction, or other feedback provided by the Subscriber.

Astrid grants the Subscriber a worldwide, perpetual, non-exclusive, non-transferable, royalty-free license to use, for internal business purposes, anything developed by Astrid and delivered to the Subscriber in connection with Implementation Services (“Deliverables”). Aside from the Subscriber’s intellectual property described in any applicable Statements of Work (SOWs) and subject to the Subscriber’s ownership of its proprietary and Confidential Information disclosed to Astrid under Section 8 (Confidentiality), Astrid retains all ownership rights to the Deliverables. Custom code written by Astrid that includes any Subscriber Confidential Information remains subject to the confidentiality obligations under Section 8, and the Subscriber retains all ownership rights to its Confidential Information.

10 Intellectual Property Rights

10.1 Intellectual Property Rights Ownership

The Services are the proprietary information of Astrid. Subject to the limited rights expressly granted in the Agreement, Astrid and its licensors reserve all rights, title, and interest in and to the Services, including all related intellectual property rights. No rights are granted to the Subscriber except as expressly set forth in the Agreement. The Subscriber may not copy, change, transfer, or otherwise handle software belonging to the Services or make the rights to such software or material available to a third party unless agreed in writing with Astrid.

10.2 The Parties’ Responsibilities

Astrid will ensure that the Subscriber’s use of the Services does not infringe any intellectual property rights. Astrid will defend and indemnify the Subscriber against any claims or actions regarding infringement of third-party intellectual property rights due to the Subscriber’s use of the Services. Both parties undertake to indemnify each other in accordance with Section 15 (Indemnification).

10.3 Other Content

The Services may contain links to websites or resources of others (“External Links”). Astrid does not endorse and is not responsible or liable for the accuracy, availability, content, products, services, or anything else related to External Links. The Subscriber is solely responsible for the use of any such websites or resources.

11 Export Compliance

The Services may be subject to export laws and regulations of the United States and other jurisdictions. Any use or transfer of the Services must comply with these laws and regulations. Each party represents that it is not named on any U.S. government denied-party list. The Subscriber shall not enable the use of the Services in violation of any U.S. export law or regulation.

12 Anti-corruption

The Subscriber affirms that they have not received or been offered any bribe, kickback, illegal or improper payment, gift, or thing of value from any Astrid personnel or agents in connection with the Agreement, other than reasonable gifts and entertainment provided in the ordinary course of business. If the Subscriber becomes aware of any violation of the above restriction, they will promptly notify Astrid at support@withastrid.com.

13 Limitations of Liability

In no event will either Party be liable for any lost profits, lost opportunities, or indirect, special, incidental, or consequential damages, or any other indirect damage or loss. The aggregate liability of either Party (including all of its Affiliates) arising out of or related to the Agreement, regardless of the number of incidents, will be limited to the greater of:

the total amount actually paid by the Subscriber for the Services in the twelve (12) months preceding the first incident that gave rise to the liability; or
another amount specified by the Agreement, if applicable.

These limitations do not apply to the Subscriber’s payment obligations under Section 7 (Fees and Payment), any Party’s liability under Section 15 (Indemnification), Section 8 (Confidentiality), or in the event of a Party’s gross negligence. Any claims for damages must be submitted no later than six (6) months from the time the damage occurred, and no later than three (3) months after the expiration or termination of the Agreement.

Regarding liability for breaches of GDPR compliance and confidentiality obligations, Astrid’s liability shall be subject to the limitations and caps set forth in the Limitation of Liability section of this Agreement.

Astrid shall be responsible for GDPR fines, penalties, damages, and losses to the extent that they arise from its failure to comply with its obligations as a data processor under the GDPR or with the lawful instructions of the data controller. The Parties shall cooperate in good faith to allocate responsibility appropriately in light of their respective roles and the specific circumstances giving rise to any such liability.

14 Warranties

14.1 Astrid AI Assistant Warranty

In addition to its obligations under Section 3 (Astrid’s Obligations), Astrid warrants that during the term of the Agreement: (a) the Astrid AI Assistant will perform materially in accordance with the Agreement, (b) the overall effectiveness of the Security Measures will not decrease, and (c) Astrid will not materially decrease the overall functionality of the Astrid AI Assistant. Regarding Non-Astrid Services, Astrid reserves the right to deprecate any endpoints facilitating communication and data transfer between the Astrid AI Assistant and Non-Astrid Services and may request the Subscriber to use new endpoints within six months of deprecation. Without limiting Astrid’s obligations under Section 3, the Subscriber’s exclusive remedies for a breach of this warranty will be the rights described in Sections 6.2 (Termination for Cause) and 7.5 (Refund or Payment upon Termination).

14.2 Implementation Services Warranty

Any Implementation Services specified in the Agreement will be performed professionally and in accordance with generally accepted industry standards. The Subscriber’s exclusive remedies for breach of this warranty will be either (a) re-performance of the Implementation Services by Astrid, or (b) the rights described in Sections 6.2 (Termination for Cause) and 7.5 (Refund or Payment upon Termination).

14.3 Disclaimers

Except as expressly provided in this Section 14, neither Party makes any warranty or guarantee of any kind, whether express, implied, statutory, or otherwise. Each Party specifically disclaims all warranties, whether implied, express, or statutory, including any implied warranty of title, merchantability, fitness for a particular purpose, or non-infringement, to the maximum extent permitted by applicable laws or governmental regulations. Astrid disclaims any warranty that the operation of the Services will be error-free or uninterrupted.

15 Indemnification

15.1 Indemnification by Astrid

Astrid will indemnify and defend the Subscriber against any and all third-party claims, demands, suits, or proceedings (each a “Claim Against Subscriber”) and all related judgments, liabilities, awards, damages, and costs, including reasonable attorneys’ fees and expenses, arising out of or in connection with the Subscriber’s use of or access to the Services in accordance with the Agreement, alleging infringement or misappropriation of any third-party intellectual property rights. This indemnification is provided under the following conditions: (a) the Subscriber promptly gives Astrid written notice of the Claim Against Subscriber; (b) Astrid has sole control of the defense and settlement of the Claim Against Subscriber (except that Astrid may not settle any Claim Against Subscriber unless it unconditionally releases the Subscriber from all liability related to the Claim Against Subscriber); and (c) the Subscriber provides Astrid with all reasonable assistance in the defense or settlement of such Claim Against Subscriber, at Astrid’s expense.

If Astrid receives information about an infringement or misappropriation claim related to the Services, Astrid may, at its discretion and at no cost to the Subscriber, (x) modify the Service so that it no longer infringes or misappropriates, without breaching Astrid’s obligations under Section 3 (Astrid’s Obligations); (y) obtain a license for the Subscriber’s continued use of the Service in accordance with the Agreement; or (z) terminate the Subscriber’s subscription for the affected portion of the Service upon twenty (20) working days written notice and refund any prepaid fees covering the remainder of the term for the terminated portion of the Services. The above defense and indemnification obligations do not apply if a Claim Against Subscriber arises from (i) Subscriber Data, (ii) the Subscriber’s use of beta services, (iii) Non-Astrid Services, (iv) the Subscriber’s breach of the Agreement, (v) any modification or alteration to the Services not made by Astrid, (vi) any combination or use of the Services with products or services not expressly approved by Astrid, or (vii) the Subscriber’s continued use of the allegedly infringing portion of the Services after receiving notice from Astrid about the same.

15.2 Indemnification by Subscriber

The Subscriber will indemnify and defend Astrid against any and all third-party claims, demands, suits, or proceedings (each a “Claim Against Astrid”) and all related judgments, liabilities, awards, damages, and costs, including reasonable attorneys’ fees and expenses, arising out of or in connection with (i) Subscriber Data or (ii) the Subscriber’s use of the Services in breach of the Agreement. This indemnification is provided under the following conditions: (a) Astrid promptly gives the Subscriber written notice of the Claim Against Astrid; (b) the Subscriber has sole control of the defense and settlement of the Claim Against Astrid (except that the Subscriber may not settle any Claim Against Astrid unless it unconditionally releases Astrid from all liability related to the Claim Against Astrid); and (c) Astrid provides the Subscriber with all reasonable assistance in the defense or settlement of such Claim Against Astrid, at the Subscriber’s expense. The above defense and indemnification obligations do not apply if a Claim Against Astrid arises from Astrid’s delivery of the Services as described herein or Astrid’s breach of the Agreement. Except in disputes between the Subscriber and Astrid, the Subscriber will reimburse Astrid for all costs and reasonable attorneys’ fees incurred in responding to third-party or governmental requests for information arising out of or in connection with Subscriber Data or the Subscriber’s use of the Services.

15.3 Additional Indemnities

For the purposes of this Section 15, (a) a “Claim Against Astrid” includes any claim against Astrid, its Affiliates, and their officers, directors, and employees, and (b) a “Claim Against Subscriber” includes any claim against the Subscriber, its Affiliates, and their officers, directors, and employees.

15.4 Exclusive Remedy

This Section 15 outlines the indemnifying Party’s sole liability to the other Party and the indemnified Party’s exclusive remedy for any claims described in this Section.

16 Personal Data

When providing the Services to the Subscriber, Astrid, in the capacity of data processor, will process personal data on behalf of the Subscriber in accordance with the Data Processing Agreement. Astrid will also process personal data for its own purposes, in the capacity of data controller, in accordance with Astrid’s Privacy Policy.

17 Assignment

Neither Party may assign any of its rights or obligations under the Agreement, whether by operation of law or otherwise, without the other Party’s prior written consent (not to be unreasonably withheld). However, either Party may assign the Agreement in its entirety, without the other Party’s consent, (a) to its Affiliate or (b) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the preceding sentence, if a Party is acquired by, sells all or substantially all of its assets to, or undergoes a change of control in favor of a direct competitor of the other Party, then such other Party may terminate the Agreement upon written notice. In the event of such a termination by Astrid, Astrid will refund the Subscriber any prepaid but unused fees covering the remainder of the term of the Agreement after the effective date of such termination.

18 Manner of Giving Notice

18.1 Notices under the Agreement

Except as otherwise specified in the Agreement, all notices, permissions, and approvals must be in writing and will be deemed given upon (a) personal delivery, (b) the second business day after mailing, or (c) the day of sending by email. Notices of termination of the Agreement should be addressed to support@withastrid.com and the Astrid account manager. All other notices under the Agreement should be sent to the respective contact person specified in the Agreement.

19 Governing Law and Jurisdiction

The Agreement shall be governed by and construed in accordance with the laws of Sweden, excluding rules governing conflict of law and choice of law. The courts in Stockholm, Sweden, shall have exclusive jurisdiction to adjudicate any disputes arising from the Agreement.

20 Publicity

The Subscriber consents to Astrid’s use of the Subscriber’s logo, company name, quotes, and general description of their relationship with Astrid on websites, in press releases, and in other marketing and sales materials. The Subscriber permits Astrid to use their logo, company name, and quotes as a reference account for marketing purposes and agrees to support Astrid by participating in reference phone calls and other marketing events, including with the press, analysts, and Astrid’s existing or potential investors or customers, upon reasonable request by Astrid. Astrid grants the Subscriber the express right to use Astrid’s logo and company name to identify Astrid as a provider of Services. Other than as expressly stated herein, neither Party shall use the other Party’s trademarks, codes, drawings, or specifications without prior written permission.

21 Force Majeure

Except for payment obligations, neither Party will be liable for failure to perform or inadequate performance under the Agreement due to conditions beyond their reasonable control, which substantially affect their performance or that of their sub-suppliers or subcontractors. This includes acts of God, natural disasters, epidemics or pandemics, acts of war or terrorism, riots, labor conditions such as boycotts, strikes, lock-outs, governmental actions, telecommunications disruptions, internet service provider failures or delays, internet disturbances, and disruptions of power or other essential services. If the performance of the Services is substantially prevented for more than two (2) months due to such circumstances, either Party may terminate the Agreement in writing without liability for compensation.

22 Entire Agreement

The Agreement supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral, concerning its subject matter. In case of conflict or inconsistency, the order of precedence is: (i) the Service Agreement, (ii) the DPA, and (iii) the Terms of Service. Astrid and the Subscriber each represent that they have validly entered into or accepted the Agreement and have the legal power to do so. Astrid may modify these Terms from time to time. Any terms stated in a Subscriber purchase order or other Subscriber order documents (excluding the Service Order Form in the Agreement) are void. No failure or delay by either Party in exercising any right under the Agreement will constitute a waiver of that right. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, that provision will be deemed null and void, and the remaining provisions of the Agreement will remain in effect. All references in the Agreement to “including” mean “including but not limited to.”

23 Changes to these Terms

Any changes to these Terms will be posted at https://policies.withastrid.com. The Terms will indicate the date they were last updated and their effective date. In the event of any material changes, Astrid will notify the Subscriber immediately that a revised ToS has been posted. The changes will become effective thirty (30) days after posting. The Subscriber may terminate the Agreement without penalty upon written notice to Astrid at support@withastrid.com within ten (10) working days of the effective date of the revised Terms. The Subscriber is deemed to accept and agree to be bound by any changes to the Agreement when they use the Service after the effective date of those changes. Notwithstanding the foregoing, if the Parties enter into or have entered into a separate formal written subscription agreement, the terms of that agreement shall control over the terms of the Agreement unless the Parties expressly agree to supersede such agreement with this Agreement.