Version 1.0, 2023-02-16

These general terms and conditions (the “Terms”), govern Customer’s use of the Service. By using the Service, Customer accept these Terms.

1. Definitions

Terms used in this Agreement with their initial letters capitalized have the meanings ascribed to them in this section or where they are elsewhere defined in these Terms. Any term defined in the singular will have the corresponding definition in the plural (and vice versa). As used in these Terms:

"Account" means the account created to access the Service. "Agreement" means each Purchase Order Form executed by the parties together with all annexes as set out in the Purchase Order Form. "CI" means Collective Intelligence, a shared or group intelligence that emerges from the collaboration, collective efforts, and competition of many individuals and appears in consensus decision making. "CIBoost Affiliate" means all subsidiaries of Newground Alliance AB. "Confidential Information" means any non-public information that is identified as or would be reasonably understood to be confidential and/or proprietary to a party. Confidential Information of CI Boost includes, but is not limited to, the Documentation and Service, including any source code and object code related to the Service. Confidential Information does not include information that (a) is now, or hereafter becomes, through no act or failure to act by any of the Parties, generally known or available to the public, (b) was rightfully in Recipient’s possession prior to disclosure by discloser, or (c) is developed independently by Recipient without unauthorized use of or reference to any of discloser’s Confidential Information. "Customer Data" means any information provided, entered, or uploaded for use by or with the Service by Customer or by Users authorized by Customer. "Documentation" means the then-current written or recorded materials provided via login to Customer’s account or another CIBoost service from time to time by CIBoost relating to the features, functions, and use of the Service. "Fee" means the fees charged by CIBoost for the rights granted by CIBoost to Customer for the use of the Service. "Intellectual Property Rights" means all inventions, patents, copyrights, trade secrets, trade names, know-how, intellectual property, software, shop rights, moral rights, licenses, developments, research data, designs, processes, formulas, and other intangible proprietary or property rights, whether or not patentable (or otherwise subject to legally enforceable restrictions or protections against unauthorized third party usage), and any and all applications for, and extensions, divisions, and reissuances of, any of the foregoing, and rights therein. "License" means the right to use the Service in accordance with these Terms and the Agreement. "Purchase Order Form" means any CIBoost generated Service orders duly executed by CIBoost and Customer detailing, among other things, the scope of the Service provided, the Term and the Fee. "Service" means the scope of services provided by CIBoost to Customer as described in Section 2 of these Terms. "Subscription Term" means the period of time the Agreement is in effect and thereby the period of time CIBoost will provide the Service to Customer, as set out in a Purchase Order Form. "User" means the natural person that has a CIBoost Account.

2. The Service

CIBoost offers a set of training modules where users continuously develop their collaborative ability. The Service consists of assessments, preparatory tasks and structured team reflections that are used to improve a team’s performance and its members’ wellbeing.

3. CIBoost’s Undertakings

Upon payment of the Fee, CIBoost grants Customer a non-exclusive, non-transferable, non-assignable, non-sub-licensable, time limited right to use the Service in accordance with these Terms and the Agreement. The Service is provided by CIBoost and made available to Customer through individual User Account s. During the Term, CIBoost will make the Service available to Customer in accordance with these Terms and the Agreement. CI Boost will provide Customer with access to CIBoost’s standard support, currently consisting of the CIBoost email at info@ciboost.se. The email-address will serve as Customers’ single point of contact regarding the availability of the Service.

4. Customer’s Undertakings

(a) Customer confirms that it has the full right, power and authority to create an Account and/or purchase CIBoost Licenses by entering into the Agreement with CIBoost which creates a legally valid and binding obligation on both Parties.

(b) Customer agrees to not make the Service available to any third party except as provided for in these Terms or otherwise by CIBoost in writing. Customer is responsible for maintaining and keeping confidential its account information, including passwords. Customer is responsible for all uses of, and activities undertaken with Customer’s account. Customer will immediately notify CIBoost of any unauthorized use of Customer’s account of which Customer becomes aware.

(c) Customer understands that it is responsible for providing CIBoost with all information that is necessary for CIboost to provide the Service.

(d) An appropriate Internet connection is required for proper connection to the Service. Customer is responsible for procuring and maintaining the network connections that connect Customer’s network to the Service, including, but not limited to, browser software that supports protocols used by CIBoost. CIBoost is not responsible for notifying Customer of any upgrades , fixes or enhancements to any such third party software or for any compromise of data, including Customer Data, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated or controlled by CIBoost.

(e) Customer shall ensure that all Customer Data and software:

(i) is free of viruses, trojans, or other harmful software codes;

(ii) is in a suitable format for the application

(iii) cannot in any other way harm or adversely affect the Service and/or CI Boost’s systems.

(f) Customer is responsible for all Customer Data and agrees to comply with all applicable laws as well as any user guidelines and usage restrictions as may be provided by CIBoost when using the Service.

(g) In the event Customer fail to comply with these Terms, CIBoost reserves the right to terminate the Customer’s subscription.

5. Customer Data

(a) Customer shall retain ownership of all Customer Data. Customer shall at all times be responsible to ensure that the Customer Data remains in compliance with applicable law and shall ensure that industry standard cyber security measures are in place in order to keep the Customer Data free from malicious code, as stated in Section 4(e).

(b) Customer hereby authorizes CIBoost, its Affiliates and its subcontractors to access Customer’s account and to use, modify, reproduce, distribute, display, and disclose Customer Data solely to the extent necessary to provide the Service and fulfill CIBoost’s obligations under these Terms and the Agreement, including responding to Customer’s support requests.

(c) Customer agrees that CIBoost may use Customer Data to communicate with Users, this includes customer support inquires as well as for marketing purposes. Communication may consist of newsletters, product updates or planned downtime and invitations to webinars. CIBoost may also communicate with Customer to collect feedback of the Service and to make suggestions about improved usage of the Service. Users can always opt out of receiving marketing emails.

(d) Customer understands and accepts that CIBoost may use Customer Data, including any feedback from or communication with Customer, in an aggregated or anonymous form, for use in statistics and for product development purposes, for example to develop and improve the Service.

6. Intellectual Property Rights

(a) CIBoost, or when applicable its Affiliates or licensors, shall own and retain all right, title and interest in and to:

(i) the Service, including any guidelines or know-how related to the Service, as well as all improvements, enhancements, or modifications thereto; and

(ii) all Intellectual Property Rights related to any of the foregoing.

(b) In the event the Service is held or is believed by either Party to infringe any Intellectual Property Right of a third party, CIBoost will have the option, at its expense, to:

(i) replace the Service with a non-infringing equivalent;

(ii) modify the Service to be non-infringing; or

(iii) obtain a license for Customer to continue using the Service.

(c) Subject to the Limitation of Liability in Section 10, CIBoost shall indemnify Customer for claims from third parties based on the Customer´s use of the Service, or part thereof, that infringes on such third party´s Intellectual Property Rights.

7. Service Availability, Maintenance, and Downtime

(a) The Service is provided “as is” and “as available”, with all faults and without warranty. In the event of any defect in the Service, CIBoost shall use commercially reasonable efforts to repair or replace the Service.

(b) CIBoost always aim to keep the Service available to the maximum possible extent and limit downtime to time periods of little regular usage, such as night-time or weekends. However, CIBoost reserves the right to disconnect the Service for maintenance, upgrading and to implement new updates and versions of the Service, without prior notice to Customer and cannot be held liable for any such downtime or other technical complications.

8. Subscription Fees and Invoicing

(a) Customer agrees to pay the subscription Fee in accordance with the specification in the Purchase Order Form. The Fee is based on Services purchased and not actual usage. No refunds or credits will be made if Customer does not use part of the Service or wishes to stop using a Service during the initial Term.

(b) The Fee is to be paid within thirty (30) days upon reception of the invoice. In the case payment is overdue, CIBoost reserves the right to suspend and/or discontinue Customer’s access to the Services upon notification.

(c) Unless nothing else is stated, paid Fees are non-refundable and exclusive of any taxes, levies, or duties. Customer cannot hold CIBoost liable for any taxes that the Customer is legally obligated to pay and CIBoost have the right to demand compensation from Customer for any such taxes.

(d) The Service is offered as a:

(i) Pre-packaged series at a fixed price

(ii) Subscription Service, in which Customer retain access to all series as well as stand-alone modules.

9. Term and Termination

(a) These Terms will become effective as of the Agreement signing date and will continue in effect during the Term.

(b) Services purchased at a fixed price, as a pre-packaged series, give access to the series for six (6) months, or as specified in the Purchase Order Form. If not prolonged, the Agreement is automatically terminated at the end of the Term.

(c) The subscription service is paid twelve (12) months up front and is automatically renewed for twelve (12) months at a time, unless terminated by any party. After the initial Subscription Term of twelve (12) months, Customer may terminate the Agreement for any reason on a one (1) month notice and shall in such case have the right to a pro-rata refund of any prepaid fees for the remainder of the contract term.

(d) Either party may terminate the Agreement with immediate effect if:

(i) the other party has committed a material breach of the Agreement, which is not solved within thirty (30) days after written notice of such material breach; or

(ii) the other party is subject to a petition of bankruptcy, enters into liquidation, cancels its payments or can otherwise reasonably be assumed to have become insolvent.

(e) CIBoost can terminate the Agreement in accordance with what is stated in these Terms. In all other cases, CIBoost may terminate the subscription by giving one (1) month prior notice. Further, CIBoost reserves the right to cancel a User’s right to access the Service if the use could expose CIBoost to sanctions or similar trade restrictions imposed by the EU, U.S. or any other competent authority.

(f) Upon termination or expiration of this Agreement, all rights granted the Customer to access and use the Service will likewise terminate.

(g) CIBoost s hall return or delete Customer Data upon the Customer’s written request after termination of the Agreement.

10. Limitation of Liability

(a) Either party’s total liability for all damages, losses and causes of actions, arising out of or related to the Service and these Terms, shall not exceed the amount paid by the Customer for the Service in accordance with the Agreement during the twelve (12) months preceding the time of the incident.

(b) Any claims of damages by Customer must be submitted to CIBoost within two (2) months from the date of the incident giving rise to the claim.

(c) CIBoost shall not be held liable for any indirect, incidental, or consequential damages arising out of or in connection of these Terms or Customer’s use of the Service. Any liability under these Terms or the Agreement shall be limited to direct damages.

(d) CIBoost is not liable for any losses, damages, or costs caused by:

(i) customer Data or any other content and/or information submitted by Customer when using the Service;

(ii) faults, non-conformities or lack of performance of Customer’s software, hardware, or Internet connection;

(iii) faults as result of downtime or other technical complication as stated in Section 7 (Service Availability), or in a situation of Force Majeure as stated in Section 11; or

(iv)any other faults beyond CIBoost’s control, such as any other faults caused by Customer or any third party.

(e) Limitations of liability under this Section shall not limit any liability rising out of any breach of Section 12 (Confidentiality).

11. Force Majeure

Neither party will be responsible for delays or failures in performance resulting from acts of civil or military authority, fire, flood, strikes, war, epidemics, pandemics, shortage of power, telecommunications or Internet service interruptions or other acts or causes reasonably beyond the control of that party, provided that the party experiencing the force majeure event give the other party notice promptly following the occurrence of such event, and use diligent efforts to re-commence performance as promptly as commercially practicable.

12. Confidentiality

(a) Both parties undertake not to publish or otherwise disclose any of the other party’s Confidential Information to any third party. Each party will hold the other party’s Confidential Information in confidence and shall ensure that it has internal routines to ensure that all Confidential Information is kept confidential.

(b) Each party may use the Confidential Information solely for purposes of its performance under these Terms and the Agreement, and may disclose such information:

(i) to its employees and professional advisors only on a need-to-know basis, provided that such employees are bound by obligations of confidentiality at least as restrictive as those set forth under these Terms; or

(ii) as required by court order or otherwise by law.

(c) Each party’s obligations under this section will survive termination of the Agreement and will continue in full force and effect with respect to Confidential Information of the other party for three (3) years from the date of termination.

13. Order of Precedence

In case of conflict or ambiguity between any term of these Terms and any Purchase Order Form, the terms of the Purchase Order Form will prevail.

14. Amendments

CIBoost may change these Terms at any time to reflect changes in applicable law or updates to the Service, and to account for new services or functionality for similar reasons. Such changes shall not have any materially negative impact on Customers rights under these Terms or use of the Service. The latest version of the Terms will always be available on www.ciboost.se/terms. Customer hereby undertake to check the terms that apply at the time of your use. Any material amendments will be notified to Customer by email, upon Customer having subscribed for changes by signing up for notifications on the website. Changes will be effective upon availability on the website.

15. Miscellaneous

(a) Customer may not transfer the Agreement or any of its rights or obligations under these Terms or the Agreement. However, any party may transfer the Agreement to a successor (whether by a merger, a sale of all or a significant portion of its assets, a sale of a controlling interest of its capital stock, or otherwise) which agrees in writing to assume the party’s obligations under these Terms and the Agreement. CIBoost may, without consent of Customer, transfer the right to receive payment in accordance with these Terms and the Agreement.

(b) In the event that a provision of these Terms is held to be invalid or otherwise unenforceable, such provision shall be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law. All remaining provisions of the Terms will continue in full force and effect.

16. Optional Features

(a) The Services contain optional AI powered features (“AI Tools”) and we use technology provided by OpenAI Ireland Ltd (“OpenAI”). If you want to use AI Features, you must first activate it for your Team. If AI Features are already activated for your team, it has been activated by your Organization. Click on the link “Team” in the left menu and in the settings enable/disable AI Features in CIBoost. By activating and using AI Features you acknowledge and agree that User Data may be sent to OpenAI from CIBoost where you or your or your team members choose to use AI Features and that we use OpenAI to provide the AI Features. We do not and will not permit OpenAI or any third party to use your content or User Data to improve or train AI models.

(b) AI Features are toggled off as a default and no User Data will be shared with OpenAI if AI Features are not activated. You may also turn it off at any time if you choose to activate it. You acknowledge and agree that we may change or depreciate AI Features from time to time and that we make no claims, guarantees, or representations pertaining to the quality or accuracy of the AI Features.

(c) You may not use the AI Features in a manner that violates any OpenAI Policy, including the OpenAI Usage Policies. Further, your use of AI Features is subject to Section 4 of these Terms.

(d) CIBoost assumes no liability for the AI Features and you hereby acknowledge and agree that the AI Features and all output are provided by CIBoost on an “as is” and “as available” basis, and your access to and/or use of AI Features, is at your sole risk. You understand and agree that any output obtained through the use of the AI Features is done at your sole risk.

17. Governing Law and Disputes

(a) These Terms and the Agreement are governed by the substantive laws of Sweden.

(b) In the case Customer has a concern or problem with the Service, CIBoost would like to address such concerns without a formal legal case. Customer hereby agrees to try to resolve any disputes informally by contacting info@ciboost.se, before filing a claim against CIBoost. If such dispute cannot be resolved within 14 days of submission, Customer or CIBoost may bring a formal proceeding.

(c) Any dispute, controversy or claim arising out of or in connection with these Terms or the Agreement, or the breach, termination, or invalidity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce (“SCC”). 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. The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English.