1 INTRODUCTION

1.1 These terms of use (“Terms of Use”) form part of the legal agreement between you and Aviato Labs AB, a limited liability company registered in Sweden (company registration number 559466-6025) whose registered office is at Fjärde Långgatan 17, 413 27 Göteborg (hereafter referred to as “Todolo”, “we” or “us”).

1.2 These Terms of Use set out important information concerning your rights and obligations in connection with Todolo’s service, a versatile productivity platform designed to streamline your tasks and enhance collaboration. With intuitive features, Todolo empowers users to manage projects, prioritize tasks, and achieve efficiency effortlessly (“the service”).

1.3 Todolo and the Customer are referred to individually as a “Party” and collectively as the “Parties”.

1.4 Todolo and Customer shall enter into a statement of work regarding Todolo’s provision of the Service containing a description of functionalities, pricing, contract period and any special terms and conditions (“SOW”).

1.5 By entering into the SOW you agree to comply with the Terms of Use as amended from time to time. The Terms of Use together with our privacy policy, data processing agreement and other appendices and terms and conditions referred to when entering into the SOW form the legal relationship between you and us (“The Agreement”).

1.6 Please read these Terms of Use and the Agreement carefully.

1.7 The Customer is advised to print or download and keep a copy of these Terms of Use for future reference. You can always view the current Terms of Use on our website.

1.8 We remind you that Todolo permits you to use the Service solely in accordance with the Agreement. Todolo retains the ownership and all associated rights to the Service at all times.

2 THE LICENSES AND RIGHTS GRANTED TO THE CUSTOMER FOR THE USE OF THE SERVICE

2.1 Todolo grants the Customer a world-wide, nonexclusive, non-transferable, non-sublicensable (except as set out in this Agreement) license during the Term to access and use the Service, including all software in and related to Todolo’s product/application incorporated in the Service, together with any releases, modifications, updates or developments (“Todolo Software”), as permitted by and subject to the terms of this Agreement.

2.2 The license allows Customer’s employees, or anyone authorized by Customer to use the Service (“Users”) the right to remotely access the Service solely for Customer’s internal business purposes. The right to use the full scope of the Service is limited to the agreed functionalities to be used by the Customer and the number of invoices to be processed by the Customer.

2.3 Customer has the right to, at any time during the Term (see Clause 12.1), add and/or remove functionalities, which may mean that the number of functionalities could vary during the Term. Customer will be charged for any extra added functionalities in accordance with Todolo’s applicable price list.

2.4 Using the Service the Customer must:

(i) take all necessary actions to prevent unauthorized access to the Service, and especially not disclose any user authentication or Security of the Service;

(ii) ensure that all Users are bound by the provisions of confidentiality in writing which are at least equal the terms of this Agreement;

(iii) make sure that any and all data, information or document of Customer that is imported, uploaded, recorded or otherwise entered into the Service (“Customer Data”) is lawful, does not violate any agreement, third party right, or data protection laws, is virus free, and not in any way capable of damaging or negatively affecting the Services or Todolo.

2.5 The Customer especially warrants that it will not (i) sell, sub-license, transfer, redistribute, assign, copy or otherwise commercially exploit or make the Service or any features or ideas in the Service available to any third party, other than as expressly permitted under this Agreement; (ii) use an automated software program, spider, web-crawler, URL checker, computer “robot” or other program to access the Service; (iii) send, store, submit, or upload malicious, or harmful code on, or to the Service/Todolo Software; (iv) duplicate, reverse engineer, decompile, disassemble, translate, or otherwise modify or interfere with the Todolo Software or systems used to provide the Service; (v) use the Service in a way that does not comply with this Agreement, applicable laws, rules and regulations; and (vi) make any security and/or capacity tests of the Services.

3 THE SERVICE

3.1 Todolo shall against Customer’s payment of the fees for the Services as set forth in a SOW (“Service Fee”) and implementation cost, make the Service available to the Customer in accordance with the applicable SOW. The Service and all data and information herein, including any data, information, or document of Customer that is imported, uploaded, recorded, or otherwise entered into the Service (“Customer Data”), is stored in Todolo’s cloud environment, which is managed by the cloud provider Google, and/or Todolo’s own servers.

3.2 Todolo shall provide the Customer with reports, statistics and analysis based on Customer Data that is an output of the Service generated through Users use of the Service (“Deliverables”).

3.3 Todolo shall supply the Customer with user manuals, guidelines, instructions, training material, specifications and product information relating to the Service and its use, which is provided to Customer by Todolo, publicly published by Todolo, or otherwise available on the Website (“Documentation”). Except for Documentation publicly published by Todolo, any Documentation shall be considered as Confidential Information (see Clause 7.1). Customer may make additional copies of Documentation for Customer’s own use only.

3.4 Todolo shall supply the Customer with education on the use of the Services.

3.5 Todolo undertakes to store Customer Data during the Term and shall retain it in accordance with good industry practice. However, Todolo does not warrant that data losses will not occur, and Customer is advised to regularly backup Customer Data to avoid data losses. 3.6 Todolo’s use of Customer Data and Deliverables may include analyses of data and information relating to the use and performance of the Service, features, third-party data Sources, and other related systems. Todolo shall be entitled to use such data to (i) generally improve and enhance the Service, for development purposes, troubleshooting, and security purposes; and (ii) create statistics and include such data in aggregated form in connection with its business.

3.7 Customer may during the Term propose modifications and developments to the Service by providing Customer with a written proposal.

3.8 Todolo ensures that their employees or consultants providing and performing the Service shall have the proper skill and training to be able to perform in a good and workmanlike manner consistent with good practice in the applicable industry and in accordance with the Agreement and any applicable SOW.

3.9 Todolo may update, change or modify the Service at any time during the term. Such changes may take place automatically in the Service subject to timely notification to the Customer where such could be reasonably expected given the impact on user experience, service levels, functionalities, or availability of the Service.

3.10 Todolo shall be entitled to engage subcontractors to fulfil its commitments towards the Customer, provided that Todolo remains liable for the work of the subcontractors.

3.11 The Customer acknowledge that the Service is a ‘software as a service’.

4 INVOICING AND PAYMENTS

4.1 Customer shall pay fees and costs to Todolo according to the applicable SOW. Unless otherwise has been agreed in writing, (i) Todolo is entitled to the Service Fee and implementation cost; (ii) if Customer has chosen to pay by debit or credit card, Customer shall ensure that the balance covers the Service Fee before the end of each billing period. If Customer’s card cannot be charged, the access to the Service will cease automatically, until the Service Fee has been paid in full; (iii) the Service is non-cancellable, and all fees are nonrefundable; (iv) invoices shall be paid within thirty (30) days after the invoice date of each invoice. 4.2 Any downgrade or upgrade in the Service use will result in the new applicable Service Fee being charged at the next billing cycle. 4.3 If the Customer at any time should fail to timely make any payment under the Agreement, Todolo shall be entitled to temporary suspend Customer’s access to the Service; and to add interest on the amount overdue until payment is made at a rate of the Swedish reference rate (Sw. referensränta) and add eight (8) percent. In addition, Customer shall reimburse any costs or expenses (including, but not limited to, fees, charges, expenses, and costs for legal advisors) incurred by Todolo to collect any amount that is not paid when due.

5 WARRANTIES

5.1 Both Todolo and Customer represents and warrants to the other that: (i) it has all right, power, and authority necessary to enter into the Agreement, perform its obligations hereunder and grant the rights it grants to the other Party hereunder; (ii) the representative who entered into this Agreement on behalf of a Party has been duly authorized by all necessary corporate or organizational action of such Party; and (iii) this Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.

5.2 Todolo represents and warrants that (i) it has the necessary skills, experience, and resources to provide the Service in accordance with the Agreement; (ii) comply with the applicable laws and regulations which Todolo is subject to when providing the Service, especially laws on anti-corruption, bribery, and employee rights; and (iii) the Service, in all material respects, will conform with the Agreement.

5.3 Notwithstanding no warranties will apply to the extent non-conformity is caused by or related to Customer’s use of the Service in breach of the Agreement, the Documentation and/or any applicable SOW, or caused by Customer Data. No warranties will apply if the Service is being provided for free (e.g., during a trial period).

5.4 Except as expressly provided in the Agreement, there are no other warranties, expressed or implied, made by Todolo. The Service is provided on an ‘as is’ basis.

6 INTELLECTUAL PROPERTY AND DATA

6.1 Ownership of any and all current and future copyrights, trademarks, trade names, service marks, logos, slogans, trade secrets, utility models, design rights, know-how and applications, contract rights, source code and other proprietary rights, and any registrations, patents, and renewals of the same (“Intellectual Property”) in the Service vest exclusively with Todolo.

6.2 Todolo will own all the right, title, and interest in and to all Intellectual Property, inventions, improvements, developments, enhancements, products, services, technology, materials, work or derivatives of any kind that Todolo or the Customer may create, develop or prepare during the Term based on the Customer Data and Deliverables.

6.3 The Customer will have no right whatsoever regarding any Intellectual Property, inventions, improvements, developments, enhancements, products, services, technology, materials, work or derivatives which stems from use of Customer Data or the Deliverables.

6.4 Nothing in this Agreement or otherwise between the Parties shall be construed as transferring or assigning the title or ownership of any Intellectual Property in the Service or the Todolo Software from Todolo to the Customer. That includes any modifications, developments (including but not limited to any feature development or API set up/third party integration), or improvements to the Todolo Software made at Customer’s request.

6.5 Any Customer Data and any Deliverables shall, unless otherwise agreed in writing, vest with the Customer. The Customer hereby grants Todolo an irrevocable, royalty-free right to access and use any Customer Data and any Deliverables without restriction.

6.6 The Customer is liable for and shall indemnify and hold Todolo harmless from and against, any infringement by Customer’s Data of any third party or any other non-compliance with applicable law

7 CONFIDENTIALITY

7.1 Each Party shall not during the Term of this Agreement and for five (5) years thereafter directly or indirectly disclose to any third party any and all information related to the Parties’ respective organizations which is designated in writing or orally as being confidential or which should otherwise be reasonably deemed to be confidential, given the nature of the information or the manner of its disclosure, including without limitations, with respect to Customer, the Customer Data and information related to Customer’s organization, business plans, media plans, marketing activities, financial performance, sales figures, customers and prospects, and in respect of Todolo, all information related to the Service including all software, source code, Documentation, intellectual property, methods, processes and techniques in the Service, developments, knowhow, and the service offering terms, including pricing, (“Confidential Information”).

7.2 Confidential Information shall not include information that is: (i) already known to the receiving Party prior to disclosure; (ii) publicly known through no wrongful act or omission of the receiving Party; (iii) received from a third party without violation of law or contractual obligation; or (iv) independently developed without use of the non-public information.

7.3 This undertaking applies whether the Confidential Information is received in written form, verbally or in any other form.

7.4 The Parties ensures that they only will use the other’s Confidential Information to the extent that is necessary to perform under this Agreement. Both Parties will only disclose the other Party’s Confidential Information to those persons or entities directly or indirectly controlling, controlled by, or under common control with a Party where “control” means the legal power to control the election of a majority of the board of directors or otherwise direct or cause the direction of the general management of the company, partnership or other legal entity (“Affiliates”).

7.5 Affiliates, employees, representatives (including for the avoidance of doubt, auditors and legal advisers) and sub-contractors who have a need to know the relevant information in order to further the purposes of this Agreement. The disclosing party shall ensure that such receivers are bound by confidentiality.

8 PERSONAL DATA

8.1 Customer may import and/or upload documents and information to the Todolo Software which include personal data. Consequently, Todolo may process personal data on behalf of Customer when providing the Services or when the Customer’s employees sign up for the Service.

8.2 The Parties acknowledge that Customer is, or shall be regarded as, a data controller of the processing of such personal data and Todolo is, or shall be regarded as, a data processor of such personal data.

8.3 The Parties has, or shall, enter into a data processing agreement. The Customer is responsible for ensuring that the information uploaded to Todolo’s Software does not contain personal information until the parties have entered such an agreement.

9 THIRD PARTY INDEMNIFICATION

9.1 In the event of a claim from a third party that Customers’ use of the Service is infringing any intellectual property right held by a third party (not including content or any other Customer Data uploaded or input by the Customer) the following shall apply.

9.2 Todolo agrees to defend or settle at its option, any claim, suit or proceeding brought against Customer based on a claim that the use by Customer of any Service, furnished by Todolo under this Agreement, constitutes an infringement of any intellectual property right (“Infringement Claim”); provided that Todolo has been notified in writing of such Infringement Claim, and given authority, information, and assistance to handle the Infringement Claim or the defence of any suit, proceeding or settlement.

9.3 If the Services is held to infringe, or is believed by Todolo to infringe, any third party rights, Todolo may, at its sole discretion and expense, elect to: (i) modify or replace the infringing Services so that it is non-infringing but substantially equivalent in functionality; (ii) obtain a licence, at its own cost, for Customer to continue to use the Services; or if neither (i) or (ii) can be achieved according to terms Todolo deems reasonable (iii) terminate the Agreement with immediate effect and cut off Customer’s access to the Service or Todolo Software and refund the service fee paid by Customer by the amount corresponding to the remaining period of the term where the Service cannot be used, subject to the limitation of liability stated in.

9.4 Todolo’s obligations under Clause 9.2 requires that the Customer has installed all updates provided by Todolo to the Customer, provided that use of such updated version of the Todolo Software had helped avoid the infringement.

9.5 The Customer shall, promptly, notify Todolo of any infringement or suspected infringement of Todolo’s intellectual property rights. If Todolo chooses to defend its rights, Customer shall at its own expense and to a reasonable extent assist Todolo. For the avoidance of doubt, the Customer shall not be obliged to incur any external legal costs in relation to such dispute but shall only provide assistance from its own staff to Todolo and its legal counsel.

9.6 The provisions of Clause 9 state the sole, exclusive and entire responsibility and liability of Todolo to Customer, and is the sole remedy, with respect to the infringement or misappropriation of third-party intellectual property rights.

9.7 In the event the Service contains software from third party (“Third-Party Software”) such software shall be provided and used in accordance with the terms and conditions set out for each respective Third-Party Software.

10 INDEMNFICATION

10.1 Each Party (“Indemnitor”) will indemnify and hold the other Party (“Indemnitee”) harmless from and against any direct damages and losses that may be incurred by the Indemnitee, arising from: (a) Indemnitor’s breach of warranties under this Agreement, (b) Indemnitor’s breach of the Clause 3, 6, 7 and 8 under this Agreement, (c) negligent performance of the Services, or (d) otherwise, the gross negligence or intentional or deliberate misconduct of the Indemnitor.

10.2 The Customer does not have the right to make a claim for damages unless such claim is made within three (3) months from the time the Customer noticed, or should have noticed, the basis of the claim. Notwithstanding the above, any claim must be made at latest within fifteen (15) months of the provision of Services to which the claim relates.

11 LIMITATION OF LIABILITY

11.1 Except with respect to damages arising from the gross negligence or intentional or deliberate misconduct of the Todolo, Todolo’s aggregated and total liability under this Agreement shall be limited to direct damages and shall not exceed the total amount of all Service Fees accumulated during the twelve (12) months preceding the relevant cause of action, paid by Customer.

11.2 Todolo will not be liable for any failure or delay in its performance under this Agreement (except for any payment obligations) due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, delays from subcontractors, lockouts, shortages of or inability to obtain energy, raw materials or supplies, war, terrorism, riot, or pandemics (“Force Majeure”).

12 TERM AND TERMINATION

12.1 Unless otherwise agreed between the Parties, the Agreement shall begin on the date the SOW is entered into and remain in effect until terminated in accordance with the Agreement (“Term”).

12.2 Either Party may terminate the Agreement in whole or in parts, immediately if the other Party has committed a material breach and does not remedy the same within thirty (30) days from a written notification requiring the defaulting Party to remedy.

12.3 Either Party may terminate this Agreement immediately if the other Party suspends its payments, enters into voluntary or involuntary liquidation, applies to reorganize the company or applies for bankruptcy (or if another part applies for the Party’s bankruptcy) or if the other Party otherwise may reasonably be assumed to be insolvent. 12.4 Todolo may immediately suspend Customer’s right to access or use the Service if Todolo at its sole discretion determines that Customer’s use of the Service do not comply with of this Agreement, or jeopardize the security of the Service, any third party, or the networks or data of any of Todolo’s service providers, customers or business partners. Todolo will notify the Customer of the reason for such suspension and may terminate the Agreement in accordance with Clause 12.2 above.

13 EFFECT OF TERMINATION

13.1 The Customer will have a right to access and download a copy of the Customer Data, including Confidential Information and Deliverables for a period of sixty (60) days following the date of termination. After the expiry of the 60-day period, and unless otherwise required by law, Todolo may destroy such Customer Data, Confidential Information and Deliverables.

13.2 Notwithstanding Clause 13.1 Todolo has the right to create and store statistics, data and analyses related to Customer’s use of the Service for business development purposes. For the avoidance of doubt such statistics, data and analysis will in no way identify any Customer.

14 GOVERNING LAW AND DISPUTES

14.1 The Agreement shall be construed in accordance with, and governed by, the laws of Sweden, excluding its conflict of law principles providing for the application of the laws of any other jurisdiction.

14.2 Any dispute, controversy or claim arising out of or in connection with the Agreement, or the breach, termination, or invalidity thereof, shall be finally settled by arbitration administered by the SCC Arbitration Institute (the “SCC”).

14.3 The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, considering 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.

14.4 The seat of arbitration shall be Gothenburg. The language of the arbitral proceedings shall be Swedish.

15 GENERAL PROVISIONS

15.1 The Agreement may only be amended, changed, or modified by an instrument in writing duly executed by the Parties.

15.2 During the Term and for twelve (12) months thereafter, Todolo agrees that it shall carry and maintain appropriate insurance coverage. Upon Customer’s request Todolo shall provide its insurance certificate to Customer.

15.3 By entering into the SOW the Customer grants Todolo the right to use Customer’s name (including logo and trademarks) as a customer reference in marketing materials and on Todolo’s website, provided that Todolo does not disclose any other Confidential Information related to Customer.