This Software as a Service (SaaS) License Agreement (the “Agreement”) is entered into by and between SHFTRS AB (559413-2861) (“Licensor”) and the individual or entity (“Licensee”) identified in the corresponding Order Form, and shall become effective on the date of the Parties’ signing of the Agreement or associated Order Form.

1. DEFINITIONS

1.1 "Service" means the software application(s), platform, and related services provided by Licensor, which Licensee is granted access to use under this Agreement.

1.2 "User" means any individual who is authorized by Licensee to use the Service.

1.3 "Content" means any data, information, files, test scripts that are specifically related to Licensee, or other material uploaded, submitted, or otherwise provided by Licensee or its Users in connection with the use of the Service.

1.4 “Confidential Information” means all material, non-public, business-related information, written or oral, that is disclosed or made available under this Agreement and includes, but is not limited to, the Agreement itself, pricing information, trade secrets, ideas, concepts, techniques, designs, software, source code, computer programs, business activities, and similar information. Confidential Information does not include any information that (i) is or becomes publicly known without the receiving Party’s breach of any confidentiality obligation; (ii) is lawfully obtained by the receiving Party from a third party under no obligation of confidence; (iii) is known to the receiving Party under no obligation of confidence at the time of disclosure by the disclosing Party; or (iv) has been independently developed by the receiving Party without use of or reference to the Confidential Information, as evidenced by its records.

2. GRANT OF LICENSE

Subject to the terms of this Agreement, Licensor grants Licensee a non-exclusive, non-transferable, limited right to access and use the Service solely for Licensee’s internal business purposes. Licensor shall provide the Service as described in the applicable Order Form, with due care and in a professional and workmanlike manner.

3. LICENCE RESTRICTIONS

Licensee shall not, and shall not permit any User or third party to: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service; (b) sublicense, resell, lease, rent, or distribute the Service; (c) remove or alter any proprietary notices in the Service; or (d) use the Service in any manner that infringes upon or violates the rights of any third party or violates any applicable law or regulation.

4. UPDATES AND MAINTENANCE

Licensor may update, modify, or discontinue non-critical features of the Service at its discretion, provided that such changes do not materially reduce the scope, performance, or functionality of the Service as agreed on the Effective Date. Any change that may result in a material impairment or restriction for Licensee shall be subject to at least sixty (60) days’ prior written notice. Licensor will use reasonable efforts to provide maintenance and support for the Service and to keep the Service operational and available. Service availability, test execution performance, and support response commitments are further described in SHFTRS Customer Success Documentation (SLA), which forms an integral part of this Agreement.

 

5. CHANGES TO THE AGREEMENT

Any modifications to this Agreement shall be mutually agreed in writing and signed by both Parties. However, Licensor may unilaterally modify the terms of this Agreement if such modification is required due to changes in applicable laws or regulations, updates to Licensor’s internal policies, or changes related to subcontractors engaged in the delivery of the Service.

Licensee shall be notified of any such modification at least sixty (60) days prior to its effective date. 

 

6. INTELLECTUAL PROPERTY

Licensor and its licensors retain all rights, title, and interest in and to the Service, including all intellectual property rights therein. Licensee and its Users shall retain all rights, title, and interest in and to the Content.

 

7. CONFIDENTIALITY

Each Party agrees to keep confidential any Confidential Information and not, without the prior written consent of the disclosing Party, disclose any part of it to any persons other than employees, directors, or professional advisors directly involved in fulfilling the obligations under this Agreement and whose knowledge is essential for that purpose. The receiving Party shall:

(i) ensure that any person to whom it discloses Confidential Information complies with the obligations under this Section and is subject to written confidentiality undertakings, unless already bound by substantially similar obligations;

(ii) safeguard the Confidential Information using the same degree of care it uses to protect its own confidential information of equivalent importance, but in no event less than a reasonable standard of care; and

(iii) not use the Confidential Information for any purpose other than performing its obligations or using the Service under this Agreement.

These confidentiality obligations shall survive for a period of two (2) years following termination of this Agreement.

A Party may disclose Confidential Information if required by applicable law, court order, or supervisory authority, or on a need-to-know basis in connection with a due diligence process related to a merger, acquisition, or financing. Each Party may also disclose Confidential Information to its wholly owned subsidiaries, provided that such subsidiaries are bound by confidentiality obligations no less protective than those set forth herein.

8. WARRANTIES AND DISCLAIMERS

Licensor warrants that it has the right to grant the license to the Service as provided in this Agreement. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE IS PROVIDED "AS IS" AND LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, in no event shall either Party be liable for any indirect, incidental, consequential, special, or exemplary damages, or for any loss of profits, revenue, data, or use, arising out of or in connection with this Agreement or the Service, even if such Party has been advised of the possibility of such damages.

Each Party shall be liable for direct damages suffered by the other Party as a result of a breach of this Agreement. However, each Party’s total aggregate liability under this Agreement shall not exceed the total fees paid by Licensee under the applicable Order Form in the twelve (12) months preceding the event giving rise to the claim, or, if the Agreement has been in effect for less than twelve (12) months, the average monthly fees paid to Licensor multiplied by twelve (12).

SHFTRS’s core purpose is to help identify and diagnose defects, weaknesses, and other issues in the Customer’s software and integrations. Licensee acknowledges and agrees that SHFTRS shall not be held liable for any damages, disruptions, or losses arising from test executions that expose or trigger issues within the Licensee’s systems, including but not limited to failed deployments, system crashes, performance degradations, or data inconsistencies.

The limitations set forth in this Section shall not apply to liability arising from a Party’s gross negligence or willful misconduct.

10. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall remain in effect until terminated by either Party in accordance with this Section.

Either Party may terminate this Agreement for any reason upon thirty (30) days’ prior written notice to the other Party.

In addition, either Party may terminate this Agreement with immediate effect upon written notice if the other Party materially breaches this Agreement and fails to remedy such breach within thirty (30) days of receiving written notice thereof.

Upon termination, Licensee shall cease all use of the Service and destroy any materials related to the Service in its possession or control.

11. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of Sweden, without regard to its conflict of law principles. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be Stockholm, Sweden. The language of the arbitration shall be English or Swedish.

 

12. FORCE MAJEURE

Neither party shall be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to war, terrorism, riots, embargoes, acts of civil or military authorities, fires, floods, accidents, pandemics, or strikes.

 

13. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter, SaaS Service Licencing, hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties.

 

14. SEVERABILITY

If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

 

15. ASSIGNMENT

Neither Party may assign this Agreement or any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party. Notwithstanding the foregoing, either Party may assign this Agreement, without the other Party’s consent, to a successor entity in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the assignee agrees in writing to be bound by the terms of this Agreement.

16.NOTICES

All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by email (with confirmation of receipt) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Notices should be sent to the addresses specified by the parties in writing.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.