Terms of Service

1. Introduction

Spiich provides a cloud-based AI agent offering a natural-language interface to your CRM, enabling you to create and query entities, conduct web research, obtain meeting briefings and draft emails as if interacting with a colleague. Through our platform, you are granted a non-exclusive, non-transferable right to access and use the online AI agent we provide (the "Services"). Specific terms may apply to particular features or subscription levels and are incorporated herein by reference.

These general terms and conditions together with any other terms and policies referenced herein (the "GTCs") govern the use, access and provision of the Services by Spiich Labs AB, Reg. No. 559521-2381 ("Spiich") to the customer (the "Subscriber") and form part of the agreement between Spiich and the Subscriber following the purchase of licenses to the Services (the "Agreement").

In case the Subscriber represents an employer or another entity, the Subscriber hereby represent that (i) the Subscriber has full legal authority to bind its employer or such entity (as applicable) to these GTCs; and (ii) after reading and understanding these GTCs, the Subscriber agrees to these GTCs on behalf of the employer or the respective entity (as applicable), and these GTCs shall bind the Subscriber's employer or such entity (as the case may be). Under these GTCs the Subscriber is deemed an authorized representative of its employer or entity the Subscriber is using an employer or entity email address when the Subscriber registers into the Services.

2. The Services

2.1

Subject to this Agreement, Spiich shall supply the Services specified on https://spiich.ai/. To register to the Services for the first time, the Subscriber (or its end users) create an account (an "Account"). The Subscriber then becomes, either individually or on behalf of an employer or entity, on behalf of whom the Subscriber created the Account, a customer (or an account owner under the Agreement with the Subscriber). Note that an Account may be managed by the entity controlling the email domain used for registration.

2.2

Spiich strives to make the Services available 24/7 subject to terms of these GTCs and excluding for maintenance.

2.3

Spiich reserves the right to add new features as well as to modify or discontinue features and functionalities within the Services, at Spiich's own discretion and without prior notice. If Spiich makes any material changes in the core functionality of the Services, Spiich will notify the Subscriber by posting an announcement on the website or by sending the Subscriber an email.

2.4

If there is a fault in Services, Spiich will to the extent possible and commercially reasonable try to rectify these as promptly as the circumstances require. A fault in the Services shall mean a deviation from the description of the current version of the Services and major deviations from generally applicable norms for software equivalent to the Services. Spiich's responsibility to rectify faults in the Services does not include faults that are of no significance for the intended use of the Services.

2.5

The Subscriber is liable for data submitted to the Services and responsible for all use of the Services under its account and must safeguard access credentials. The Subscriber agrees not to (i) use the Services in a way that infringes, misappropriates or violates any person's rights, (ii) sub-license, sell or otherwise transfer its right to access or use the Services, (iii) attempt to reverse engineer or derive the source code of the Services or any portion thereof, except as permitted by applicable law, (iv) modify, customize, port, translate, localize or create derivative works of the Services, (v) use any automated or programmatic method to extract data or output from the Services (vi) use its access to the Services to build a product or service which competes with the Services, and/or (vii) use the Services in a manner that interferes or attempts to interfere with the proper working of the Services.

2.6

Spiich reserves the right to (i) investigate and take appropriate action against anyone who violates, or is suspected of violating, the GTCs, including removing any content or reclaiming a username at any time, and/or reporting the Subscriber to law enforcement authorities and (ii) disclose all kinds of data supplied to the Services, if Spiich receives a request for information and this is required by mandatory applicable laws, governmental regulations or rules, or by any orders of court or competent authority or arbitral tribunal.

2.7

Spiich is intended to be a business tool. If the Subscriber is younger than 16 years old, the Subscriber must be represented by its parents or guardians to agree to the GTCs and to use the Services.

2.8

Spiich reserves the right to terminate the subscription of a license under the GTCs and suspend the Subscriber and its end users from the Services including the license(s) immediately or limit the Subscriber's access to the Services if the Subscriber fail to comply with the GTCs or if the provision of the Services might lead to more than a minor damage for Spiich or any third party.

2.9

Each end user must have an individual license. The Subscriber shall assign each of its end users with an individual and specific license, which may not be shared, transferred or otherwise used by anyone else, unless specified in the Agreement.

3. Fees and Payment

3.1

The Subscriber purchases a right to use the Services by creating an Account as defined above with email address, name and password, selecting the available plan, and adding a payment method. The fees are specified on the order form or quote agreed with Spiich. Pricing is custom and quoted per team. Spiich may update fees for the next renewal term with 45 days' prior notice.

3.2

The fees are exclusive of any and all taxes (including without limitation, value added tax, sales tax, use tax, excise, goods and service tax, etc.), levies, or duties, which may be imposed in respect of these GTCs and the purchase or sale, of the Services hereunder (the "Taxes"), except for Taxes imposed on Spiich's income.

3.3

A Subscriber located in a jurisdiction which requires the Subscriber to deduct or withhold Taxes or other amounts from any amounts due to Spiich, must notify Spiich, in writing, promptly to join efforts and cooperate in good faith to avoid any such Tax withholding, provided, however, that in any case, the Subscriber shall bear the sole responsibility and liability to pay such Tax and such Tax should be deemed as being added on top of the subscription fees, payable by the Subscriber.

3.4

Purchases of licenses can be made through third party services or by credit card details being added upon registration, the by doing that the Subscriber hereby authorizes Spiich, either directly or through Spiich's payment processing service or its affiliates, to charge the subscription fees via the selected payment method upon the due date.

3.6

The Subscriber is entitled to a full refund within 14 days from the Effective Date (defined below in 4.1) by canceling the license. The right to a refund does not apply at the start of a new billing period. In order to receive the refund, send Spiich a written notice to hello@spiich.ai stating why the refund is requested. Spiich will provide the refund within 14 days of registering the request. By using the Services, the Subscriber will however lose the right to a refund.

4. Term and Termination

4.1

The Agreement is valid from the earlier of (i) the date when the licenses can be used (the "Effective Date"), and (ii) the date when the Subscriber starts using the Services, and shall remain in force during the initial period (the "Initial Service Term") and any subsequent Renewal Term (as defined in Section 4.3).

4.2

The Subscriber may at any time terminate the subscription of license(s) by sending an email to hello@spiich.ai. Termination will occur following the Subscriber's confirmation of wanting to be removed from all systems and have all data, including personal data and other data, deleted. Already paid fees will not be repaid due to termination for convenience under this Section 4.2.

4.3

Unless terminated by Spiich with at least 90 days' written notice or by Subscriber with at least 30 days' written notice before the expiry of the then current service period, the Agreement shall automatically renew for additional periods equal to the Initial Service Term (each a "Renewal Term"). Payments are always made upfront for any entire billing period, e.g. the entire Renewal Term.

4.4

Either Party may terminate for material breach upon 30 days' written notice if not cured by the breaching party.

4.5

Upon termination, Spiich will assist with data retrieval and delete Subscriber content upon request.

5. Excessive Usage

If Spiich, at its sole discretion, believe that the Subscriber, has misused the Services or otherwise use the Services in an excessive manner compared to the anticipated standard use, Spiich reserves the right to offer the Subscription in different pricing and/or impose additional restrictions as for the upload, storage, download and use of the Services, including, without limitation, restrictions on third party services, network traffic and bandwidth, size and/or length of content, quality and/or format of content, sources of content, volume of download time, etc.

6. AI Limitations

6.1

Artificial intelligence is a rapidly evolving field of technology meaning that use of the Services may in some situations result in incorrect output that does not accurately reflect real people, places, or facts. The Subscriber is responsible for evaluating the accuracy and quality of output as appropriate for its use case, including by using human review of the output. The Subscriber is also responsible for the lawfulness of the subscriber content, including for verifying that its use of subscriber content does not infringe upon any third party's rights.

6.2

For avoidance of doubt, the output generated through the Services shall not be viewed as legal advice and Spiich does not bear any legal responsibility for the output or any information that is derived from the Services. The Services may also generate inaccurate or fabricated content ("hallucinations") and may exhibit bias. Spiich makes no warranty of complete accuracy or freedom from bias.

7. Warranties and Liability

7.1

Spiich does not warrant, either express or implied, that the Services will perform without errors and/or without interruptions, but undertakes to ensure that the Services will conform materially to specifications and be performed professionally. The Services are provided "as is" and "as available".

7.2

Neither Party shall be liable for indirect, special, or consequential damages. Each Party's aggregate liability is limited to fees paid/payable by Subscriber to Spiich in the 12 months immediately preceding the event giving rise to the claim.

7.3

The Subscriber is liable and responsible for the data submitted to the Services. It is the Subscriber's responsibility to have internal instructions in place related to the use of the Services and the submission of data and intellectual property rights (if any) to the Services and it is also the Subscriber's responsibility to inform the end users of any relevant internal rules, policies and practices that may impact their use of the Services. With reference to the above, it is the Subscriber's responsibility to respond to and resolve any dispute between the Subscriber and its end users.

7.4

The Subscriber hereby undertakes to ensure that the Subscriber and any of its end users comply with all laws, including Data Protection Laws and any intellectual property rights applicable to the data submitted by the Subscriber and end user to the Services and Spiich assumes no liability for the accuracy, quality and legality of such personal data and the means by which the Subscriber acquired it.

7.5

To not lose the Subscriber's right to compensation in the event of a claim, the Subscriber must submit a claim for damages to Spiich within two months from the date when the incident giving rise to the claim occurred.

8. Third Party Services and Open Code

8.1

Spiich may offer an application programming interface ("API") that provides additional ways to access and use the Services together with a service or integration not provided by Spiich (so called "Third Party Integrations"). The API is considered part of the Services and use of API is subject to the GTCs. Spiich reserves the right to modify or discontinue API access with or without notice. Note also that the API is subject to changes and modifications, and the Subscriber is solely responsible to ensure that the use of the API is compatible with the current version.

8.2

The Subscriber may choose to use the Services with Third Party Integrations. Use of Third Party Integrations is subject to the Subscriber's agreement with the relevant provider and its applicable terms and conditions. Spiich does not control and assumes no liability for Third Party Integrations, including their security, functionality, operation, availability or interoperability or how the Third Party Integration or their providers use any data provided to them by the Subscriber.

8.3

The Services also includes third-party open-source code subject to its own license terms. These terms may take precedence over Spiich's in certain cases. Spiich will do its best to identify such code and encourage the Subscriber to review its terms. Spiich uses open-source code that doesn't impose additional obligations or affect Subscriber data beyond what's stated in its terms. However, Spiich does not provide warranties or indemnities for any open-source code.

9. Indemnification

9.1

The Subscriber hereby agrees to indemnify and protect Spiich, its affiliates, officers, directors, employees, and agents from all losses arising from: (i) violation of these GTCs or applicable laws by the Subscriber and (ii) any infringement of a third party's rights, including intellectual property rights, privacy rights, or publicity rights, caused by data submitted to the Services by the Subscriber or the Subscriber's use of the Services.

9.2

Spiich agrees to indemnify and defend the Subscriber, its affiliates, officers, directors, and employees against third-party claims alleging the Subscriber's authorized use of the Services infringes third-party copyright, trademark, or registered patent ("IP claims"). The indemnification covers reasonably foreseeable damages, costs, and attorney fees related to such claims, as determined by a court or agreed upon in settlement. Spiich's indemnity does not apply if (i) the Subscriber has modified the Services causing the IP claims, (ii) the Services are used in combination with other Services, devices, software, or products, causing the IP claims, (iii) the IP claims related to Subscriber data or events covered by Subscriber's indemnity above.

9.3

Spiich may, at its sole discretion and instead of indemnifying, decide to modify the Services to avoid infringement or cease the Services use and provide a prorated refund of subscription fees in cases where infringement is not reasonably resolvable.

10. Confidentiality

Each Party shall keep the other's confidential information confidential and use it only for the Agreement's purposes. Both parties hereby undertake to retain in confidence and not to disclose to any third party any confidential information and data received from the other party. Confidential information shall mean any information whether technical, commercial or of other kind, regardless of it being documented or not. Such information may, however, be disclosed if such disclosure is necessary to allow a party, or its employees to (i) defend against litigation, (ii) to file and prosecute patent applications, (iii) to comply with law and governmental regulations or any orders of court or competent authority or arbitral tribunal or (iv) to comply with applicable stock exchange regulations or the regulations of any other recognized marketplace. Confidentiality in accordance with this provision shall not apply to information which (i) is in the public domain; (ii) comes into the public domain through no fault of the receiving party; (iii) was known prior to its disclosure by the receiving party, as evidenced by written records; (iv) is disclosed in accordance with the Terms or with the other party's prior written consent, or (v) is disclosed to the receiving party by a third party having a lawful right to make such disclosure. The obligations of confidentiality shall continue during the license term and for the two subsequent years thereafter.

11. Intellectual Property

11.1

Spiich retains all rights to the Services including, without limitation, all intellectual property rights and know-how related to the Services and the other parts of the Services. Other than the right to use the Services, the Subscriber does not acquire any other right whatsoever to Services or the copyright, patents, trademarks, trade secrets or other intellectual property rights or goodwill related thereto.

11.2

Spiich grants the Subscriber a limited right to use the Services. The Subscriber grants Spiich a limited right to use Subscriber content as necessary to provide the Services under the GTCs.

11.3

Spiich will not use Subscriber's content to train AI models unless separately agreed.

12. Communication with Users

12.1

Spiich reserves the right to communicate with the Subscriber, also for marketing purposes. Such communication can be newsletters, product updates, offers or other information related to the Services. The Subscriber may of course opt out of receiving emails from Spiich at any time by unsubscribing at the end of the email. Even if the Subscriber opts out of receiving certain emails, Spiich still reserves the right to communicate with all users and subscribers via email regarding specific orders, requests or inquiries from users and customers that are related to the Services.

13. Miscellaneous

13.1

The Agreement does not create a partnership. Spiich may without consent, assign the Agreement in connection with any merger or acquisition.

13.2

Spiich may amend these GTCs to reflect legal changes or service updates, provided such changes don't materially harm the Subscriber's rights, and this is done by posting updates on the website. A continued use of the Services after changes means an acceptance and the most current version of these GTCs will always be posted on https://spiich.ai/terms and the Subscriber hereby undertakes to check the terms that apply at the time of use.

13.3

Spiich may also offer trial/beta Services including alpha, beta, or early access features at Spiich's discretion. These optional offerings are time-limited and governed by these GTCs with relevant information and additional conditions provided before purchase or subscription. Trial/beta Services are optional and Spiich reserves the right to decide what such offerings include, and to who, such offerings are made available.

13.4

These GTCs supersedes and replaces any and all prior agreements or representations whether or not in writing, between the parties with respect to the subject matter of the GTCs, and shall apply to the exclusion of any other terms and conditions. The parties agree that any terms and conditions stated in Subscriber's own purchase order or in any other Subscriber order documentation is void.

14. Export Control

The Services may be subject to foreign export controls, laws and regulations. The Subscriber hereby confirms that it is not: (a) organized under the laws of, operating from, or otherwise ordinarily resident in a country or territory that is the target or comprehensive EU economic or trade sanctions, (b) identified on a list of prohibited or restricted persons, or (c) otherwise the target of U.S. sanctions. The Subscriber is solely responsible for complying with applicable Export Controls and sanctions which may impose additional restrictions, prohibitions or requirements on the use, export, re-export or import of the Services and any out-put from the Services.

15. Governing Law

15.1

This Agreement is governed by Swedish law.

15.2

If The Subscriber has a concern or problem with the Services, Spiich wants to address the concerns without needing a formal legal case. Before filing a claim against Spiich, the Subscriber agrees to try to resolve the dispute informally by contacting Spiich at hello@spiich.ai. Spiich will then try to resolve the dispute informally by contacting the Subscriber via email. If a dispute is not resolved within 15 days of submission, the Subscriber may bring a formal proceeding.

15.3

Any dispute, controversy or claim, in contract or in tort or otherwise, arising out of or in connection with the GTC's and/or the Services provided hereunder, or the breach, termination or invalidity thereof, shall be exclusively and finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce, unless the Arbitration Institute, taking into account the complexity of the case, the amount in dispute and other circumstances, determines, in its discretion, that the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply. In the latter case, the Arbitration Institute shall also decide whether the arbitral tribunal shall be composed of one or three arbitrators, to be appointed by the Arbitration Institute. The place of arbitration shall be Stockholm, Sweden. The language to be used in the proceedings shall be English. Confidentiality shall apply to the arbitral proceedings and any information disclosed or decision or arbitral award made or declared during such proceedings.