Terms of use

1. AGREEMENT

The subscription form on Sleip AI’s website (the
“Subscription Form”) specifies certain details regarding the subscription to the Service. The Subscription Form and the General Terms, or other written agreement between the Parties, are collectively referred to herein as the “Agreement”. By using the Service and/or by creating any kind of user account for the Service, the User consents to be bound by the Agreement.
The subscriber to the Service, namely Sleip AI’s
counterparty in the Subscription Form, is hereinafter referred to as the “Customer”. “User” or “Users”
refer to any person or legal entity using the Service,
including the Customer as well as its team members and third parties accessing the Service through the Customer’s subscription to the Service. The Users and Sleip AI (each a “Party”) are collectively referred to herein as the “Parties”.

2. THE SERVICE

Sleip AI provides a mobile software application that enables Users to conduct objective movement analysis measurements of horses and generates an analysis of such data (the “Service”).
The data generated by the use of the application can serve as support in different assessments of horse movements. The Service can, in combination with other variables, provide the User with an overall understanding of the examined horse’s movements.
The definition of the “Service” includes all data and other materials generated by the use of the Service, as well as any updates and modified versions of the software application and other materials put on the market by Sleip AI. The Service and its features are further described on Sleip AI’s website.

3. RIGHT TO USE UNDER THE SUBSCRIPTION

Sleip AI owns all the rights conferred to the Service.
Sleip AI grants the Customer a non-exclusive,
non-transferable, non-sublicensable license to use the Service strictly limited to what is set out in the agreement.
The Customer may invite a third party to use the Service for gathering data pertaining to a horse that the Customer has been engaged to examine and assess. The invitation is carried out via the assigned invitation function in the Service or through contact with Sleip AI’s support. When the Customer authorizes its team members to use the Service, the amount of such authorized team members shall be specified in the Subscription Form.
The Users shall ensure that no person under the age of 16 occurs in videos recorded through or uploaded to the Service.
The Users undertake to use the Service only in accordance with the Agreement. The Customer is responsible for ensuring that all Users who use the service via the Customer’s subscription respect the agreement. The Users shall only use the Service for the purpose of generating a basis for assessments of horses’ movements and motions.
The Customer undertakes to not, whether personally or through a third party, use the Service or the assessment information generated through it to develop products, technologies, or services competing with the Service and/or Sleip AI’s
business. The Users may not use the Service in a manner contrary to applicable laws, regulations,
and/or customary practice. Should a User violate the provisions of the General Terms, Sleip AI has the right to immediately discontinue access to the Service.

4. ACCOUNT ACCESS

Proper function of the Service will require a paid subscription to the Service, unless the User has been invited by the Customer to use the Service to share a video recording of a horse or unless otherwise agreed in writing.
When someone subscribes to the Service or is invited to use it to share a video recording of a horse, this user will receive account information with details to log into the account. The account information including passwords created to access the account shall not be shared with unauthorized third parties,
and the account creator is responsible for keeping the information protected and safe from unauthorized access. Should it be suspected that the account information has come into the hands of an unauthorized person, or that there has been unauthorized infringement of any account associated with the Customer’s subscription, the User shall immediately change their password and contact Sleip
AI.

5. TECHNICAL SUPPORT

Sleip AI will, as part of the Service, provide the customer with technical support related to the customer’s access and use of the Service. Sleip AI will provide technical support for Customer use during normal business hours, except for public holidays in Sweden. The support provided by Sleip AI is limited to technical support regarding the Service’s
performance on a device with the capacity of supporting the Service.
Any queries relating to the Service or customer relations regarding Sleip AI’s products and services,
including the use of personal data, may be directed in writing to: hello@sleip.com.

6. PRICE AND PAYMENT

The price to use the Service is specified in the Subscription Form or other written agreement between Sleip AI and the Customer (the
“Subscription Fee”).
After the initial offered trial period, if applicable, the customer undertakes to pay Sleip AI the Subscription
Fee in accordance with the invoice. The Subscription Fee includes installation and use of the Service for the number of team members and/or devices as well as registered horses chosen by the Customer. Sleip AI has the right to at any given time set and adjust the Subscription Fee according to the number of customer team members/devices using the service and the number of horses that can be registered and shared through the Service.
Payments shall be done monthly, quarterly, or annually in advance and with a thirty (30) day payment period. Paid fees will not be refunded should the Agreement be terminated before the end of the agreed term. Should the Customer fail to make payments on time, Sleip AI may immediately discontinue providing the Service until payment has been made.
The Subscription Fee for using the Service follows the applicable general price list of Sleip AI as applicable from time to time. All amounts are exclusive of VAT.
The Subscription Fee may be adjusted over time.
Sleip AI shall communicate the changed Subscription Fee to the Customer, no later than thirty (30) days before the changed fee enters into force. The customer shall notify Sleip AI of any change of the invoiced postal address or e-mail address.
Sleip AI may charge interest on overdue payments according to the Swedish Interest Act (1975:635).
Sleip AI may also charge late reminder fees.

7. DEVICES

The Service will only function on certain high-performance models of devices and operating systems. The Customer shall confirm with Sleip AI if it is uncertain whether the Users’ devices can support the Service.

8. DATA

Any data uploaded or processed by the Users in the Service shall be the sole responsibility of the Customer. Sleip AI shall have the right to use the data processed in the Service for Sleip AI’s product and business development and research purposes. Sleip AI shall further have the right to, in any manner, use data from the Service in aggregated form during the duration of the Agreement as well as after the termination of the Agreement.

9. INTELLECTUAL PROPERTY RIGHTS

All rights, titles, and interests in and to the Service are owned by and proprietary to Sleip AI. Further, the structure, compiled training material for AI implementation, other databases, and source code pertaining to the Service are trade secrets and copyrighted material proprietary to Sleip AI.
The Users shall not, whether personally or through a third party, modify, adapt, translate, reverse engineer, decompile, disassemble, or attempt to discover the source code of the Service.

10. TERM AND TERMINATION

The Agreement enters into force upon execution by the Customer of the Subscription Form or other written agreement, or when a User starts to use the service. If not terminated, the Agreement is automatically renewed, either on a monthly, quarterly, or annual basis.
Termination of the Agreement takes place by written notification to the counterparty. When the service is provided on an ongoing basis, the agreement may be terminated by either Party subject to thirty (30) days prior written notice.
The Parties have the right to terminate the agreement if the other party has materially breached a provision of the Agreement and the breach continues for thirty (30) days following receipt of a notice from the other party.

11. WARRANTY

Sleip AI does not warrant any data generated by the use of the Service. Sleip AI makes no warranties,
expressed or implied, of the Service as to noninfringement of third-party rights or fitness for any particular purpose. In no event will Sleip AI be liable to the User for any consequential, incidental, or special damages, including any lost profits or lost savings, or for any claim by any third party.
Sleip is not responsible for and cannot be held liable for the Users’, or any other third party’s, use of data generated by the Service, for example in connection with assessment of horses.
Sleip AI does not guarantee that the use of the service at any time will be uninterrupted or error.

12. LIABILITY AND INDEMNIFICATION

The Customer shall be solely responsible for the acts and omissions of all its Users. If the User is in breach of the General Terms, Sleip AI may suspend and deny the User access to the Service without notice in advance and take technical or legal measures to prevent the User from further use of the Service.
Sleip AI shall not be liable for any loss of data or functionality caused directly or indirectly by the users.
Unless caused with gross negligence or willful misconduct, Sleip AI shall not be liable for loss of profits, business, contracts, revenue, or anticipated savings or any other indirect or consequential costs,
losses, or damages. Sleip AI’s liability under the agreement shall under all circumstances be limited to an aggregated amount corresponding to the agreed Subscription Fee paid by the Customer for the period of twelve (12) months preceding the event causing liability.
The Customer agrees to defend Sleip AI against and to indemnify and hold Sleip AI harmless from any claims or suits by a third party against Sleip AI or any liabilities or judgments based thereon arising out of the Agreement and as a result of Sleip's AI’s
performance of services for the Customer. This condition shall not apply when such a claim or suit arises due to the gross negligence or willful misconduct of Sleip AI.

13. FORCE MAJEURE

The Parties shall not be liable towards each other by reason of any failure in the performance of their obligations under the Agreement due to force Majeure including any circumstances beyond its control which a Party could not have been reasonably expected to foresee at the time of entering into the Agreement and the consequences of which it could not reasonably have avoided or overcome or as a result of its sub-contractors being prevented from supplying goods or services due.

14. DATA PROTECTION

Depending on the relevant personal data processing, Sleip AI is either considered to be the controller or the joint controller together with the Customer.
When personal data are processed to create an account to use the Service or handle payments and other contacts with Users, Sleip AI is the controller.
When personal data are processed to gather data to use the Service (i.e. when a horse is recorded), Sleip
AI and the Customer are joint controllers. For more information about the processing of personal data, see our Privacy Policy.
Where Sleip AI and the Customer are joint controllers, the following applies. Sleip AI and the customer undertake to comply with all applicable data protection provisions. Due to the nature of the service, Sleip AI will fulfill its obligations as regards the data subjects’ rights under the provisions of the EU’s General Data Protection Regulation. The Customer shall assist Sleip AI in handling all such matters regarding the data subjects’ rights. Should the Customer receive a request from a data subject to exercise its rights, the Customer shall forward the request to the Sleip AI without undue delay. Sleip AI shall provide the necessary information to the data subjects. The Customer shall take appropriate measures to inform its Users about the processing of personal data in the Service. Sleip AI shall ensure that appropriate technical and organizational measures are implemented as regards the processing of personal data. The Customer shall immediately inform Sleip AI should it be suspected that a personal data breach has occurred as regards personal data processed in the Service. Sleip AI and the Customer shall, to the extent possible, limit damages for the other Party as regards the processing of personal data and the Parties shall without undue delay inform the other Party of risks for such damages.

15. CONFIDENTIALITY

In connection with the delivery of the Service, both parties may disclose confidential business,
technological, and other proprietary information to each other. In case such confidential information is made available by either Party, the other Party agrees to treat all such information as confidential unless otherwise clearly stated. The obligation to treat the information as confidential does not apply when any governmental, regulatory, or administrative authority requires the disclosure of such information.

16. CHANGES

Sleip AI reserves the right to make changes, improvements, and/or error corrections that may temporarily affect the User’s access to the Service at any time. Should the changes have any significant effects on the Users, information about such changes will be communicated to the Users via e-mail or modifications of the General Terms.
Sleip AI may modify the General Terms by posting an updated version of them on Sleip AI’s website
www.sleip.com. Such modifications, which may encompass changes to the terms and/or additional terms, will apply to the Parties as of the publication date of such changes. Users will be informed about material changes thirty (30) days in advance. If the user does not agree to the modifications, the user must notify Sleip AI and cease all use of the Service.
By continuing to use or access the Service after the modifications have come into effect, the User agrees to be bound by the modified terms.

17. ELECTRONIC SIGNATURES

Should the Agreement with the Customer be signed electronically, the Customer is responsible for ensuring that the individual who signs the agreement on behalf of the Customer is legally authorized to do so.

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, Sweden.
The language to be used in the arbitral proceedings shall be English. This contract shall be governed by the substantive law of Sweden.
Notwithstanding any other provisions of this Section 20, any action for collection of any payment obligation may be brought in any court with competent jurisdiction.

SLEIP AI - GENERAL TERMS AND CONDITIONS

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