Terms & conditions

These Terms are an agreement between Terra Labs AB, reg. no. 559426-6123 (“Terra Labs”, “we”, “us”, or “our”) and you (the “Customer”) that governs your use of our Services (as defined below). By signing up to use the Services, you agree to be bound by these Terms. You represent to us that you are lawfully able to enter into contracts and, if you are entering into these Terms for an entity, that you have legal authority to bind that entity. If you are entering these Terms on behalf of an entity, the term “you” or “Customer” will apply to both you, the individual using these Terms, and the entity you are representing, as the case may be. These Terms also refer to and incorporate the Privacy Terms, Cookie Policy and any other guidelines or policies we may provide to you in writing (the “Terra Labs Policies”) and any order form signed by you and Terra Labs, or order confirmation that you receive upon purchase of the Services (collectively an “Order Form”) (collectively, the “Agreement”).

1 Services

1.1 Use of Services

We grant you a non-exclusive, non-transferable right to access and use the Services during the Term (as defined below). This includes the right to use our platform (“Platform”) where you can access our products, as developed over time (“Products”) through ready-to-use interfaces and APIs provided by us (“Interfaces”). “Services” means any services that we make available in the Platform, including Products, Interfaces, and data, including Customer Content (as defined below), as described on our web page or in an Order Form, along with any of our associated software, tools and documentation. The Services are continuously being further developed and may therefore be expanded, changed and improved over time. You are solely responsible for all use of the Services and evaluating the information provided for accuracy and appropriateness for your use case, including by utilizing human support as appropriate.

1.2 Responsibilities for Your Account

1.2.1 Legitimate use

The Services are provided to you to examine areas you have a legitimate interest in.

1.2.2 Account activity

You are responsible for all activities that occur under your account.

1.2.3 Account information

You must provide accurate and up-to-date account information.

1.2.4 Account access

You may not make account access credentials available to third parties, share individual login credentials between multiple users on an account, or resell or lease access to your account. You will promptly notify us if you become aware of any unauthorized access to or use of your account or our Services.

2 Content and use of data

2.1 Customer Content

You may provide user input, photos, confirmations, feedback and other data to the Services (“Customer Content”). As between you and Terra Labs, and to the extent permitted by applicable law, you retain all ownership rights to your Customer Content and grant Terra Labs a non-exclusive, global, perpetual, and irrevocable right to use, modify and process the Customer Content for the purpose of providing, maintaining, developing, and improving our Services, comply with applicable law, enforce our terms and policies, and keep our Services safe.

2.2 Your Obligations for Customer Content

You are responsible for all Customer Content and represent and warrant that you have all rights, licenses, and permissions required to provide such input to the Services.

3 Restrictions

We own all right, title, and interest in and to the Services and the Platform. All intellectual property rights held and used by us are our property or third party licensors’ property and must not be reproduced, distributed, sold, modified, copied, limited or used without our written consent. The Services provided including data ingested and processed, including publicly or commercially available data, Products, Interfaces and Customer Content as well as all associated intellectual property rights, remain our exclusive property and you only receive rights to use the Services through the Interfaces and as explicitly granted in this Agreement.

3.0.1 No violation of law or our rights

You will not use, extract or consume the Services or related data in a manner that violates any applicable laws or Terra Labs Policies (including these Terms).

3.0.2 No misuse

You will not use the Services in a manner that infringes, misappropriates, or otherwise violates any third party’s rights or reverse assemble or compile, decompile, translate, engage in model extraction or stealing attacks, or otherwise attempt to discover the source code or underlying components or data related to the Services, algorithms, and systems of the Services (except to the extent these restrictions are contrary to applicable law).

3.0.3 No model development

You will not use the Services to develop any artificial intelligence models or derivatives that replicate or substantially overlap with our Services.

4 Confidentiality

4.1 Use and Nondisclosure

“Confidential Information” means any business, technical or financial information, materials, or other subject matter disclosed by one party (“Discloser”) to the other party (“Recipient”) that is identified as confidential at the time of disclosure or should be reasonably understood by Recipient to be confidential under the circumstances. For the avoidance of doubt, Confidential Information includes Customer Content. Recipient agrees it will:

only use Discloser’s Confidential Information to exercise its rights and fulfill its obligations under this Agreement,
take reasonable measures to protect the Confidential Information; and
not disclose the Confidential Information to any third party except as expressly permitted in this Agreement.

4.2 Exceptions

The obligations in Section 4.1 do not apply to any information that

is or becomes generally available to the public through no fault of Recipient,
was in Recipient’s possession or known by it prior to receipt from Discloser,
was rightfully disclosed to Recipient without restriction by a third party; or
was independently developed without use of Discloser’s Confidential Information.

Recipient may disclose Confidential Information only to its employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as restrictive as those of this Agreement. Recipient will be responsible for any breach of this Section 4 by its employees and contractors. Recipient may disclose Confidential Information to the extent required by law, provided that Recipient uses reasonable efforts to notify Discloser in advance.

5 Security

5.1 Information security process

We have developed an information security process designed to

protect the Services against accidental or unlawful loss, access, or disclosure,
identify reasonably foreseeable and internal risks to security and unauthorized access; and
minimize security risks, including through regular risk assessments and testing.

5.2 Our Security Obligations

As part of our information security process, we will:

implement and enforce policies related to electronic, network, and physical monitoring and data storage, transfer, and access;
deploy production infrastructure behind VPNs where possible, allowing only encrypted communication,
require multi-factor authentication for employees,
configure network security, firewalls, accounts, and resources for least-privilege access,
maintain a logging and incident response process,
maintain corrective action plans to respond to potential security threats; and
conduct periodic reviews of our security and the adequacy of our information security program as aligned to industry best practices and our own policies and procedures.

6 Agreement Term

6.1 Effective Date and Term

The term of this Agreement will commence on the later of the Effective Date of the Order Form or upon your online acceptance of these Terms and will remain in effect until the end of your Subscription Period, as defined below (the “Term”). Unless agreed otherwise, a Subscription Period is twelve (12) months from the Effective Date on the latest effective Order Form.

6.2 Termination

You may terminate the Services at any time by giving us a notice in writing at least three months before the start of the next renewal period (if any) to support@terralabs.com. The Agreement will be terminated following the end of your Subscription Period.

6.3 Renewal

The Subscription Period will automatically renew for successive 12 month periods unless either of us gives the other written notice of its intent not to renew.

6.4 Early termination

6.4.1 Both you and we may terminate this Agreement with immediate effect upon written notice if

the other party materially breaches this Agreement and does not cure the breach within thirty (30) days after receiving written notice of the breach or
the other party ceases its business operations or becomes subject to insolvency proceedings.

6.4.2 We may suspend your access to the Services or terminate this Agreement or any Order Form:

if required to do so by law,
to prevent a security risk or other credible risk of harm or liability to us, the Services, or any third party; or
for repeated or material violations of the Terra Labs Policies.

We will use reasonable efforts to notify you of any suspension or termination and give you the opportunity to resolve the issue prior to suspension or termination 13.

6.5 Effect of Termination

Termination or expiration will not affect any rights or obligations, including the payment of any amounts due under this Agreement up to the date of termination or expiration of your Subscription Period. For the avoidance of doubt, termination does not give rise to any repayments of any amounts already paid or due. Upon termination or expiration of this Agreement, the provisions that are intended by their nature to survive will continue in full force and effect in accordance with their terms, including confidentiality obligations, limitations of liability, and disclaimers. Upon termination of this Agreement, we will delete all Customer Content from our systems within 3 months of expiry of the Agreement, unless we are legally required to retain it.

7 Payment and invoicing

7.1 Fees and Billing

You agree to pay all fees charged to your account (“Fees”) according to the prices and terms stated in your Order Form. Payment for the Services (if any) are made annually in advance unless stated otherwise in the Order Form. Your Fees may change if you extend the Services. When you do this we will send you an updated Order Form including your new Subscription Period and Fee. Price changes will be effective 30 days after they have been updated but not affect any Fees agreed in an Order Form for an ongoing Subscription Period. If you are using a third-party payment processor, you authorize us and our third-party payment processor(s) to charge the payment method provided on your account on an agreed-upon periodic basis, but we may reasonably change the date on which the charge is posted. Fees are exclusive of VAT and taxes and are due 30 days following invoice issuance, unless otherwise agreed in the Order Form. Payments are nonrefundable.

7.2 Disputes and Late Payments

To dispute an invoice, you must contact disputes@terralabs.com within thirty (30) days of issuance. If payment in full of any invoice is not made on or before the due date, interest will accrue in accordance with Swedish law and we may suspend the Services immediately after providing written notice of late payment.

8 Privacy

8.1 Personal Data

If your use of the Services includes processing of personal data, we act as the data controller for such data. More information about how we process personal data can be found in our Privacy Notice.

9 Limitation of Liability

9.1 The Services are provided “as is”

We disclaim all warranties, express or implied, including all implied warranties of merchantability, fitness for a particular purpose and title, non infringement etc. The Services do not substitute actual and physical examination. We recommend that you always investigate diligently (and seek expert advice when needed) before making any decisions in relation to any information provided. Despite anything to the contrary, we make no representations or warranties

that use of the Services will be uninterrupted, error free, or secure,
that defects will be corrected; or
that Customer Content will be accurate.

9.2 Limitations on Indirect Damages

Except for

a party’s gross negligence or willful misconduct,
your breach of Section 3 (Restrictions); or
either party’s breach of its confidentiality obligations under Section 4 (Confidentiality)

neither you nor we will be liable under this Agreement for any indirect, or consequential damages (including lost profits) even if that party has been advised of the possibility of those damages.

9.3 Liability Cap

Except for a party’s gross negligence or willful misconduct, each party’s total liability under the Agreement will not exceed the total amount you have paid to us in the twelve (12) months immediately prior to the event giving rise to liability. The foregoing limitations will apply despite any failure of essential purpose of any limited remedy and to the maximum extent permitted under applicable law.

9.4 Force Majeure

Except for payment obligations, neither you nor us will have any liability for failures or delays resulting from conditions beyond your or our reasonable control, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, or power failures.

10 Modifications to these Terms and the Terra Labs Policies and Assignments

10.1 Updates

We may update these Terms or the Terra Labs Policies by providing you with reasonable notice, including by posting the update on our website. If, in our sole judgment, an update materially impacts your rights or obligations, we will provide at least 30 days’ written notice before the update goes into effect, unless the update is necessary for us to comply with applicable law, in which case we will provide you with as much notice as reasonably possible. Any other updates will be effective on the date we post the updated Terms or Terra Labs Policies. Your continued use of, or access to, the Services after an update goes into effect will constitute acceptance of the update. If you do not agree with an update, you may stop using the Services or terminate this Agreement under Section 6.2 (Termination).

10.2 Exceptions to Updates

Except for an update to comply with applicable law, updates to these Terms or the Terra Labs Policies will not apply to:

Disputes (as defined below) between you and us arising prior to the update; or
Order Forms signed by you and us prior to us notifying you of the update. However, to the extent an update relates to a Service or feature launched after an Order Form is signed it will be effective upon your first use of such Service.

10.3 Assignment

We may assign this Agreement to an affiliate without notice or your consent. Both you and we may assign this Agreement to a successor to substantially all the respective party’s assets or business, provided that the assigning party provides reasonable (at least 30 days) prior written notice of the assignment. This Agreement will be binding upon the parties and their respective successors and permitted assigns.

11 Dispute Resolution

11.1 Governing law and arbitration

These Terms shall be construed in accordance with and governed by Swedish law. We agree to resolve any claims arising out of or relating to this Agreement or our Services, regardless of when the claim arose, even if it was before this Agreement existed (a “Dispute”), through final and binding arbitration.

11.2 Arbitration Forum

Any Dispute shall be finally settled by arbitration administered by the Stockholm Arbitration Institute (the “SCC”). The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Stockholm. The language to be used in the arbitral proceedings shall be English.