These Terms of Service (“Terms”) govern the access and use by the Client of Mitigram AB’s Platform (the “Service”). By accessing or using the Service, signing an external Order Form referencing these Terms, or otherwise explicitly agreeing, the Client agrees to be bound by these Terms and Mitigram’s User & Privacy Policy available at https://mitigram.com/privacy.

1. DEFINITIONS
a. Client: The legal entity subscribing to the Service.
b. User: An individual authorized by the Client to access the Service via a User Account.
c. User Account: Individual, password-protected account assigned to Users.

d. Division: Client and the Client’s subsidiaries or other affiliates and geographically separated operating divisions (where one country shall be deemed as one Division) who benefit from the Client’s use of the Service by being subject to the Quotes/Requests made by the Client’s Users.

e. Quote: A pricing proposal exchanged between Users on behalf of Entities.
f. Request: A solicitation by Users for Quotes via the Service.
g. Requesting Entities/Quoting Entities: Entities represented by Users, requesting or providing Quotes.
h. Entity/Entities: Legal entities engaging through Users on the Service.
i. Transactional Information: Data related to financial transactions provided by the Client.
j. Content: Information or data uploaded by Users, including Transactional Information.
k. Fees: Charges payable by the Client to Mitigram for Service usage.
l. Confidential Information: Any non-public data shared by the Client through the Service.
m. Material Breach: Significant violation undermining the Agreement, including non-payment or unauthorized disclosure of Confidential Information.
n. Business Day: Any weekday excluding Swedish public holidays.

2. THE SERVICE
a. Access: Mitigram grants the Client a limited, non-exclusive, non-transferable right to access and use the Service upon timely payment of Fees.
b. Quotes and Requests: The Service facilitates Requests and Quotes between Entities. Acceptance of Quotes is preliminary and does not constitute a binding contract within the Service.
c. External Agreements: Any agreements formed following Quote acceptance occur externally and independently of Mitigram. Mitigram shall have no liability arising from or related to such external agreements.
d. Standards and Availability: Mitigram will maintain and operate the Service according to industry best practices, ensuring high availability, reliability, and security, subject to regular maintenance windows.

3. FEES AND PAYMENT
a. Invoicing and Payment Terms: Unless otherwise agreed in an applicable Order Form or separate written agreement, Mitigram shall invoice the Client annually in advance for Fees associated with the Service. All invoices are payable within thirty (30) days from the date of issuance. Late payments may incur interest at the lesser of 1.5% per month or the maximum rate allowed under applicable law.
b. Taxes: All Fees and other amounts payable by the Client under these Terms are exclusive of taxes and similar governmental assessments. The Client shall be responsible for any applicable sales, use, excise, value-added tax (VAT), or similar taxes, duties, or charges imposed by any governmental or regulatory authority on amounts payable by the Client under these Terms, except for taxes imposed on Mitigram’s income.
c. Suspension for Non-payment: If any undisputed invoice remains unpaid for more than thirty (30) days past its due date, Mitigram reserves the right, upon written notice, to suspend access to the Service until full payment is received.

4. MODIFICATIONS TO THE SERVICE
a. Service Evolution: Mitigram reserves the right to enhance, update, or modify Service features and functionalities, providing at least 30 days’ advance notice of substantial changes. Mitigram shall use reasonable efforts to maintain full operational functionality of the Service during such updates or modifications.
b. Restrictive Actions: Mitigram may restrict, suspend, or terminate access to the Service or remove Content without liability, if Mitigram reasonably determines, at its discretion, that such use, access, or Content violates these Terms, applicable laws, regulations, or codes of conduct or practice, or presents security risks. Mitigram will notify the Client promptly thereafter.

5. CLIENT RESPONSIBILITIES
a. General Compliance: The Client shall ensure all Users adhere to these Terms and use the Service solely for legitimate, authorized purposes.
b. Prohibited Conduct: The Client shall not, nor permit Users to, engage in harmful, defamatory, discriminatory, illegal activities or introduce malicious software or code.
c. Security Obligations: The Client shall implement robust measures to protect User Accounts and passwords from unauthorized access and promptly inform Mitigram of any security breaches.

6. CONTENT AND INFORMATION HANDLING
a. Ownership and License: The Client retains ownership of all Content uploaded to the Service. Client grants Mitigram a royalty-free, worldwide, non-exclusive license solely for operating, maintaining, enhancing, and providing the Service.
b. Feedback: The Client grants Mitigram an irrevocable, worldwide, royalty-free license to utilize feedback, suggestions, or recommendations provided by the Client or Users.
c. Anonymization, Aggregation, and Disclosure: Mitigram may only disclose the Client’s Transactional Information according to the Client’s chosen settings and disclosure preferences within the Service. However, Mitigram may collect, store, analyze, and use the Client’s Transactional Information, including but not limited to geographical locations, risks, pricing, currencies, volumes, and other transactional attributes, in aggregated, anonymized, or otherwise de-identified forms. These uses include market analysis, benchmarking, product development, predictive analytics, statistical insights, and industry reporting. Any published analyses or reports derived from Transactional Information will ensure sufficient aggregation or anonymization to prevent identification of the Client and individual transactions. Mitigram’s right to utilize such aggregated or anonymized Transactional Information survives the termination of these Terms.
d. Data Retention and Deletion: Mitigram will anonymize or securely delete personal data within three months post-termination unless otherwise required by applicable law.

7. CONFIDENTIALITY AND NON-DISCLOSURE
a. Confidentiality Obligation: Each Party undertakes to maintain confidentiality of Confidential Information provided by the other Party, exercising at least the same level of care as it uses to protect its own Confidential Information, but in no event less than reasonable care.
b. Use of Confidential Information: Confidential Information shall only be used for fulfilling obligations and exercising rights under this Agreement, and shall not be disclosed to third parties unless explicitly permitted in writing by the disclosing Party or required by law.
c. Exceptions: The confidentiality obligations shall not apply to information that:
          i.      was already known to the receiving Party prior to disclosure;
         ii.      is independently developed without reference to the disclosing Party’s Confidential Information;
        iii.      becomes publicly known through no fault or breach of the receiving Party;
        iv.      is lawfully disclosed by a third party without restriction.
d. Disclosure Required by Law: If required by applicable law or court order to disclose Confidential Information, the receiving Party shall promptly notify the disclosing Party (unless prohibited by law) and reasonably cooperate in efforts to limit or protect such disclosure.
e. Survival: Confidentiality obligations shall survive termination or expiration of this Agreement for a period of two (2) years, or as long as required by applicable law, whichever is longer.

8. USER ACCOUNTS AND PERSONAL DATA
a. Consent and Compliance: Client shall ensure all Users provide explicit consent to Mitigram’s User & Privacy Policy before accessing the Service.
b. Client Liability: Client assumes full responsibility and liability for all activities conducted through User Accounts and breaches of these Terms by Users.

9. AUDITS
a. Audit Rights: Client may request comprehensive audits of Mitigram’s compliance, systems, processes, and security measures, provided audits occur during business hours and at the Client’s expense.
b. Cooperation and Response: Mitigram will cooperate fully with audit activities, promptly addressing findings and providing reasonable access to necessary documentation and personnel.

10.  PUBLICITY AND MARKETING
a. Use of Client Identity: Mitigram may reference the Client’s name and logo in promotional and marketing materials, including on Mitigram’s website. The Client retains the right to withdraw consent with reasonable written notice.

11. INTELLECTUAL PROPERTY
a.  Mitigram IP: Mitigram retains all rights, title, and interest in and to the Service, including software, trademarks, designs, algorithms, and other proprietary elements. The Client acquires no ownership or rights beyond the limited access rights explicitly granted herein.

12.  LIABILITY AND WARRANTY
a. Disclaimer: The Service is provided “as-is” and without any implied warranties, including warranties of merchantability, fitness for a particular purpose, uninterrupted access, or error-free operation. Mitigram explicitly disclaims any warranties not expressly stated herein.
b.      Exclusion of Indirect and Consequential Damages: Neither Party shall be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms for:
           i.      loss of profits;
          ii.      loss of sales or business;
         iii.      loss of agreements or contracts;
         iv.      loss of anticipated savings;
          v.      loss of or damage to goodwill;
         vi.      loss of use or corruption of software, data, or information; or
        vii.      any indirect or consequential loss.
c. Liability Cap: Mitigram’s total aggregate liability under or in connection with these Terms shall not exceed the Fees paid by the Client during the twelve (12) months immediately preceding the event giving rise to such liability. This limitation does not apply in cases of gross negligence, intentional misconduct, or fraud.
d.Third-Party Intellectual Property Claims: Notwithstanding the Liability cap above, Mitigram’s total aggregate liability specifically for claims arising from third-party intellectual property rights infringements shall be limited to two times (2x) the Fees paid by the Client during the twelve (12) months immediately preceding the event giving rise to such claim. This limitation shall not apply in cases of gross negligence, intentional misconduct, or fraud.

13. FORCE MAJEURE
a. Excused Non-Performance: Neither party shall be liable for failures or delays resulting from circumstances beyond reasonable control, such as natural disasters, government actions, wars, terrorism, labor disruptions, or cyber-attacks. Parties must provide prompt notice and collaborate to mitigate impacts.
b. Notification and Cooperation: A Party affected by an Event of Force Majeure shall immediately provide the other Party with written notice. The Parties shall consult with each other promptly to mutually agree upon appropriate measures to minimize or overcome the consequences of the Event of Force Majeure.
c. Termination for Extended Force Majeure: If the performance of obligations under these Terms is severely hindered for a period exceeding three (3) consecutive months due to an Event of Force Majeure, either Party may terminate this Agreement immediately upon providing written notice. In such cases, each Party shall bear its own costs arising from such termination.

14. TERM, TERMINATION, AND EXIT MANAGEMENT
a. Term and Termination: These Terms remain effective as long as there is an active underlying Order Form or other executed contract between the Client and Mitigram. Either party may terminate for Material Breach upon fourteen (14) days’ written notice if such breach remains unremedied.
b. Post-Termination Cooperation: Upon termination, Mitigram shall provide reasonable assistance to the Client for data migration or service transition to alternative solutions, at Client’s expense.

15. GENERAL PROVISIONS
a. Severability: Invalid provisions shall not affect enforceability of remaining terms.
b. Non-Waiver: Failure to enforce rights promptly does not waive those rights.
c. Assignment: Neither party may assign obligations or rights without prior written consent.
d. No Partnership or Agency: Nothing in these Terms shall be interpreted as creating a partnership, joint venture, agency relationship, or any similar arrangement between the Parties. Neither Party shall have authority to act on behalf of, bind, or commit the other Party in any way, unless explicitly agreed otherwise in writing.
e. Third-Party Rights: These Terms do not confer enforceable rights upon third parties.
f. Notice Requirements: All notices must be provided in writing via mail, courier, or email.
g. DPA: In case of discrepancies between these Terms and the Data Processing Agreement (DPA), the provisions of the DPA shall prevail in relation to data protection and privacy matters.
h. Amendments: Mitigram reserves the right to amend these Terms at any time and at its sole discretion by publishing an updated version on Mitigram’s website. Such amendments will take effect immediately upon publication or at a later date specified in the amendment notice. The Client’s continued use of the Service after the effective date constitutes unconditional acceptance of such amendments.

16. GOVERNING LAW AND DISPUTE RESOLUTION
a. Applicable Law: Governed exclusively by Swedish law.
b. Jurisdiction: Disputes resolved exclusively by competent courts in Sweden.