Terms of Service

1. Introduction and Scope

These General Terms and Conditions ("GTCs") govern the use and provision of the Services provided by Abundly AI AB ("Abundly") to the Subscriber and form part of the agreement between the Parties (the "Agreement").

The Agreement consists of these GTCs, the Data Processing Agreement, and, where applicable, an Enterprise Agreement, and any other documents expressly incorporated by reference. In the event of any conflict between the documents forming part of the Agreement, the following order of precedence shall apply: (i) the Enterprise Agreement, where one exists; (ii) the Data Processing Agreement, in respect of matters relating to the processing of personal data; (iii) these GTCs; and (iv) any other documents expressly incorporated by reference. Notwithstanding the foregoing, the Data Processing Agreement shall prevail over the Enterprise Agreement in respect of matters relating to the processing of personal data, unless the Enterprise Agreement expressly provides otherwise by reference to this Clause 1. By completing the subscription enrolment process, the Subscriber confirms its acceptance of these GTCs and the Data Processing Agreement as of the Effective Date.

The Services are offered for business purposes only and are not intended for consumers. By completing the subscription enrolment process, the individual doing so confirms that they are using the Services for purposes relating to their trade, business or profession. Where they do so on behalf of a business, that business is the Subscriber. If the individual is not authorised to bind that business, the individual accepts these GTCs in their own name as the Subscriber until the business confirms the Agreement. The Agreement is confirmed when fees are first paid for the Services, at which point the individual completing the purchase confirms that they are authorised to act on behalf of the business stated in the billing details. That business is then the Subscriber with effect from the Effective Date, and the account and Subscriber Content created before then belong to it.

2. Definitions

The following definitions apply throughout this Agreement.

• "Affiliate" means a Party's ultimate parent company and any legal entity that directly or indirectly, through one or more intermediaries, is controlled by or is under common control with the ultimate parent company. For this purpose, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a legal entity, whether through ownership of voting stock, by contract, or otherwise.
• "Agent" means any AI-powered agent, workflow, or automated process created, configured, or deployed by the Subscriber using the Services, including Agents deployed to or operated on behalf of the Subscriber's own customers or other third parties.
• "Confidential Information" has the meaning set out in Clause 8.1.
• "Data Processing Agreement" means (i) where the Parties have executed a separate data processing agreement in connection with an Enterprise Agreement, that agreement; or (ii) otherwise, Abundly's standard data processing agreement available at abundly.ai/dpa, as amended from time to time in accordance with its terms; in each case the agreement which governs the processing of personal data by Abundly on behalf of the Subscriber in connection with the Services, and which forms part of the Agreement.
• "Disclosing Party" has the meaning set out in Clause 8.1.
• "Effective Date" means the date on which the Enterprise Agreement is signed by duly authorised representatives of both Parties, or, where the Subscriber accesses the Services through an online subscription enrolment process, the date on which the Subscriber first completes that process, whether for a free trial or a paid subscription, and accepts these GTCs.
• "GTCs" means these General Terms and Conditions.
• "Initial Service Term" has the meaning set out in Clause 5.
• "Input" means the data, software, documents, third-party services, and other content (including prompts) uploaded, accessed, stored, or submitted by any means for use in the Services by or on behalf of the Subscriber.
• "Instructions for Use" means the documentation provided by Abundly to the Subscriber describing the intended purpose, capabilities and limitations, expected levels of accuracy and robustness, known risks, and the human oversight and operational measures to be implemented by the Subscriber when using the Services, as made available at docs.abundly.ai and updated from time to time.
• "Intellectual Property Rights" means all intellectual or industrial property rights, including patents, trademarks, trade names, service marks, domain names, designs, utility models, copyrights, neighbouring rights, database rights, confidential know-how, trade secrets, and similar rights valid against third parties, whether registered or not, and including applications and the right to apply for registration, which may be protected anywhere in the world.
• "Intended Purpose" means the specific use case, context of deployment, and category of end users for which the Subscriber configures and deploys an Agent, as determined by the Subscriber.
• "Enterprise Agreement" means the document, order confirmation, or other written or electronic instrument through which the Subscriber agrees to subscribe to the Services, and which sets out the commercial terms applicable to that subscription, including pricing, subscription tier, number of authorised users, and the Initial Service Term.
• "Output" means the output generated and returned by the Services or any Agent, by or on behalf of the Subscriber, based on the Input.
• "Receiving Party" has the meaning set out in Clause 8.1.
• "Renewal Term" has the meaning set out in Clause 5.
• "Sanctioned Jurisdictions" means any country or territory subject to comprehensive Sanctions.
• "Sanctions" means applicable economic, financial, or trade sanctions laws, regulations, embargoes, or restrictive measures, including those administered or enforced by (i) the U.S. Department of the Treasury's Office of Foreign Assets Control; (ii) the U.S. Department of State; (iii) the United Nations Security Council; (iv) the European Union or any EU Member State; or (v) His Majesty's Treasury of the United Kingdom.
• "SCC" has the meaning set out in Clause 13.
• "Sensitive Personal Data" means personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, biometric data processed for the purpose of uniquely identifying a natural person, data concerning health, and data concerning a natural person's sex life or sexual orientation, as referred to in Article 9(1) of Regulation (EU) 2016/679 (the "GDPR").
• "Services" means the Abundly AI platform, which enables the Subscriber to build, deploy, and manage Agents and automated AI-powered workflows, accessible via a web interface through a browser, mobile, and/or desktop application (and, where included in the Subscriber's subscription tier or specifically agreed in the Enterprise Agreement, APIs and other programmatic interfaces, such as webhooks, MCP endpoints and embeddable chat widgets), including multi-channel integrations (such as chat, email, SMS, voice, Slack, and Microsoft Teams), web search and scraping tools, document and content generation tools, multi-agent orchestration features, persistent agent memory, scheduled task execution, and any ancillary documentation and modules provided by Abundly to the Subscriber. For the avoidance of doubt, "Services" explicitly excludes Subscriber Content.
• "Subscriber" means the legal entity, or natural person acting for purposes relating to their trade, business or profession, that has entered into the Agreement with Abundly for access to and use of the Services, as identified in the Enterprise Agreement or during the Subscription enrolment process, subject to Clause 1, and includes any Affiliates of that entity that are expressly permitted to use the Services pursuant to the Agreement.
• "Subscriber Content" means both Input and Output collectively.
• "Subscription enrolment process" means the online process through which an account for the Services is created, including signing up for a free trial, together with any subsequent online purchase of a subscription through the Services.
• "Term" means the Initial Service Term and all Renewal Terms combined.
• "Third-Party Services" means external applications, platforms, integrations, or services not provided by Abundly that may be connected to or accessed through the Services, including but not limited to communication platforms, productivity tools, and data sources.
• "Usage Data" means information reflecting the access, interaction, or use of the Services by or on behalf of the Subscriber and individual end users, including data relating to access frequency, session duration, feature and functionality usage, navigation patterns, and volume of activity, and aggregated or anonymised descriptions of the type of task performed from which neither the substance of any Subscriber Content nor the identity of any individual can reasonably be determined or re-identified, and statistical or other analytical data derived from the foregoing. Usage Data does not include any Subscriber Content.

3. The Services

Subject to the terms and conditions of the Agreement the Subscriber hereby subscribes to, and Abundly shall supply, the Services.

The Services enable the Subscriber to configure and deploy Agents for a wide range of purposes. The Subscriber is solely responsible for determining the Intended Purpose of each Agent it configures or deploys, for ensuring that each Agent operates within its Intended Purpose, and for fulfilling all legal obligations arising from that deployment, including obligations towards any persons who interact with or are affected by an Agent.

Where the Subscriber deploys Agents to its own end users, customers, or other third parties, the Subscriber shall be solely responsible for ensuring that all applicable legal and regulatory requirements are met in relation to those deployments. This includes, without limitation, obligations of transparency, human oversight, incident management, record-keeping, and any assessments of impact on the rights of affected persons that may be required under applicable law.

The Subscriber acknowledges that, depending on the nature and context of a given Agent deployment, it may bear the full legal responsibilities of the party placing that AI system into service under its own authority and name. Abundly acts as the provider of the Services as an AI system that integrates third-party AI models; Abundly is not the provider of those underlying models and is not responsible for compliance obligations that rest with the providers of those models under applicable law. The Subscriber shall independently assess its obligations in respect of each deployment and shall not rely on Abundly to make that assessment on its behalf.

Where the Subscriber materially modifies the purpose or functionality of an Agent beyond what is contemplated by the Instructions for Use, the Subscriber shall be solely responsible for any additional legal obligations arising from such modification and shall indemnify Abundly against any claims, liabilities, or penalties arising therefrom.

3.1 Account administration and access credentials

Personnel designated by the Subscriber will be provided with administrative privileges ("administrators") to manage the Subscriber's account and its end users, whereby administrators may be able to access logs and information about end users' use of the Services. The Subscriber is generally responsible for managing and, where applicable, suspending access to the Services for its administrators and end users. If the Subscriber is unable to suspend access for any administrator or end user who is no longer authorised to use the Services, the Subscriber shall promptly notify Abundly.

The Subscriber agrees to provide accurate, current, and complete information when registering for and using the Services, and to update such information promptly to keep it accurate, current, and complete. The Subscriber warrants that its authorised users meet the minimum age requirement of eighteen (18) years of age (or the applicable age of majority in the relevant jurisdiction) and that the Services are not made available to any individual who does not meet this requirement.

The Subscriber shall ensure that each of its end users is assigned an individual account with unique access credentials. Accounts and credentials may not be shared between individuals, used concurrently by more than one person, or transferred to another individual except as expressly permitted under the Agreement. The maximum number of authorised end users and any applicable licence reassignment conditions shall be as specified in the Enterprise Agreement, or, where no Enterprise Agreement exists, as applicable to the Subscriber's subscription tier as described on Abundly's pricing page.

The Subscriber is responsible for the security of its own use of the Services, including (i) securing the accounts its users sign in with, such as their Google or Microsoft accounts and the email accounts that receive one-time sign-in codes, including by using multi-factor authentication where available and disabling the accounts of users who leave; (ii) deciding which capabilities, integrations and credentials it grants its Agents, and configuring any approval settings and allow-lists for Agent actions; (iii) reviewing which AI model providers, models and regions its Agents use, and changing or restricting them as needed to meet its own data-residency, confidentiality and regulatory requirements; and (iv) changes made to Subscriber Content by its users and its Agents. The Subscriber shall notify Abundly without undue delay at security@abundly.ai of any suspected unauthorised use of its account or any security incident relating to the Services.

3.2 Usage restrictions

The Subscriber agrees not to:

• use the Services in a way that infringes, misappropriates, or violates any person's rights;
• sub-license, sell, or otherwise transfer its right to access or use the Services;
• attempt to reverse engineer, decompile, or derive the source code of the Services or any portion thereof, except as permitted by applicable law;
• modify, customise, port, translate, localise, or create derivative works of the Services;
• use any automated or programmatic method to extract data or Output from the Services other than such methods expressly provided by Abundly;
• use its access to the Services to build a product or service that competes with the Services;
• access or use the Services from any Sanctioned Jurisdictions;
• use the Services in a manner that interferes or attempts to interfere with the proper working of the Services;
• attempt to bypass, circumvent, disable, or otherwise interfere with any security-related features of the Services or any features that prevent or restrict use or copying of the Services or that enforce limitations on use;
• use the Services or configure any Agent for any of the following purposes:
  • deploying subliminal techniques, manipulative content, or deceptive features that operate beyond a person's conscious awareness in a manner that is likely to impair a person's ability to make a free and informed decision, or that exploits a person's psychological vulnerabilities so as to cause or be likely to cause significant harm to that person or a third party;
  • exploiting vulnerabilities of persons due to their age, disability, or socio-economic circumstances in a manner that is likely to cause significant harm;
  • evaluating, scoring, or classifying individuals based on their social behaviour or inferred personal characteristics in a manner that causes or is likely to cause detrimental or discriminatory treatment of those persons;
  • inferring or categorising individuals by reference to Sensitive Personal Data from biometric or other data, including race or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, sex life, or sexual orientation, except where strictly permitted under applicable law and with appropriate safeguards in place;
  • creating, expanding, or populating any database of facial images or biometric identifiers through the indiscriminate scraping of images from the internet, social media, or surveillance footage, including through use of the web search, scraping, or research features of the Services;
  • inferring or monitoring the emotions, mental state, or affective responses of persons in workplace or educational settings, except where strictly justified for medical or safety-related purposes and permitted under applicable law;
  • making or materially contributing to automated decisions about individuals that produce legal or similarly significant effects on those individuals without providing adequate opportunities for human review, explanation, and challenge;
  • deploying real-time identification of persons in publicly accessible spaces by reference to biometric data, except where expressly required by law and subject to all applicable conditions, authorisations, and procedural safeguards; or
• use the Services to generate, upload, transmit, or distribute content that is illegal under applicable law, harmful, abusive, promotes or glorifies violence, is fraudulent or deceptive, discriminatory on the basis of protected characteristics, or that infringes the intellectual property or privacy rights of any third party.

The Subscriber is responsible for its, its Affiliates', its administrators', and its end users' use of the Services and compliance with (or failure to comply with) the usage restrictions. If Abundly has reasonable grounds to suspect that the Subscriber (or an individual administrator or end user) has violated Clause 3.2, Abundly will notify the Subscriber by email (a "service notice") and request the Subscriber to take immediate and appropriate action. Abundly may, after providing written notice, suspend the Subscriber's (or the individual administrator's or end user's) access to the Services if (i) Abundly has reasonable grounds to believe that the breach poses an immediate risk of harm to Abundly, other customers, or third parties, (ii) the Subscriber fails to comply with a service notice within the reasonable time period specified therein, or (iii) the breach is not capable of being remedied. If the Subscriber fails to take the required action stated in the service notice within ten (10) business days after a suspension, Abundly may, without prejudice to its other rights and remedies, terminate the Agreement immediately for cause in accordance with Clause 5.1.

3.3 API usage and rate limits

Where the Subscriber accesses the Services via application programming interfaces ("APIs"), the Subscriber shall comply with any rate limits, throughput constraints, technical specifications, and guidelines provided by Abundly from time to time in relation to such API access.

Abundly reserves the right to throttle, restrict, or suspend API access that adversely impacts the performance or availability of the Services for other users, or that exceeds the usage limits applicable to the Subscriber's subscription tier, provided that Abundly shall use commercially reasonable efforts to notify the Subscriber prior to or promptly following any such action.

3.4 Third-Party integrations

The Services may enable the Subscriber to connect to or integrate with Third-Party Services, including communication and productivity platforms. Abundly does not control Third-Party Services and the Subscriber's use of any Third-Party Services is governed by the terms of service and privacy policies of the respective third-party providers. The Subscriber is responsible for ensuring that its use of Third-Party Services in connection with the Services complies with all applicable terms and requirements of those providers.

Abundly is not responsible for the availability, functionality, security, or content of any Third-Party Services, or for any changes that Third-Party Service providers may make to their services. The Subscriber uses Third-Party Services at its own risk. Abundly shall have no liability for any loss or damage arising from the acts or omissions of Third-Party Service providers, including their processing of Subscriber Content after it has been transmitted to them at the Subscriber's direction.

3.5 AI literacy and competence

Abundly shall provide reasonable documentation, training materials, and access to support resources to enable the Subscriber and its end users to understand the capabilities, limitations, and appropriate use of the Services and any Agents built on the platform, having regard to the technical knowledge and operational context of the Subscriber's personnel.

The Subscriber shall take appropriate measures to ensure that its administrators, end users, and other personnel who configure, operate, or use the Services or any Agents on its behalf have sufficient understanding of the technology and its limitations to do so responsibly and lawfully. Such measures shall include providing adequate internal training and instructions and shall be proportionate to the nature of the use case and the potential impact on persons affected by the operation of any Agent.

3.6 Responsible use obligations

Each Party shall comply with all applicable laws and regulations in connection with its respective activities under this Agreement. Without limiting the generality of the foregoing:

• Abundly shall, in its capacity as the provider of the underlying platform and Services, maintain such technical, organisational, and governance measures as are reasonably necessary to enable the Services to be used responsibly and in accordance with applicable law, including maintaining appropriate technical documentation, risk management procedures, post-market monitoring, and mechanisms for handling serious incidents and safety issues relating to the Services.
• The Subscriber shall, in its capacity as the entity operating the Services under its own authority and configuring and deploying Agents, use the Services in accordance with the Instructions for Use and shall be responsible for fulfilling all applicable legal obligations arising from its specific use cases, including any obligations of operational oversight, incident management, record-keeping, and impact assessment that may arise under applicable law.
• The Subscriber acknowledges that the Services may incorporate and build upon technology components, including AI models and underlying infrastructure, sourced from third-party suppliers. Abundly's ability to provide specific technical information regarding such underlying components is directly dependent upon the information and documentation made available to Abundly by those third-party suppliers. Abundly shall not be liable for any absence of or limitations in information arising from such third-party suppliers' obligations of confidentiality, trade secrets, or contractual commitments to their own suppliers.

4. Fees and Payment

The Services may be offered at different subscription tiers (such as Basic, Pro, or Enterprise), each with distinct features, usage limits, storage capacities, support levels, and pricing as described on Abundly's pricing page. Detailed descriptions of the features and limitations applicable to the Subscriber's selected tier are as specified in the Enterprise Agreement or on Abundly's pricing page, which Abundly may update with reasonable prior notice.

The Subscriber's payment of fees is neither (i) contingent on the delivery of any future functionality or features, nor (ii) dependent on any statements not set forth in the Agreement.

Abundly reserves the right to update the fees charged hereunder by giving at least thirty (30) days' written notice prior to the commencement of the billing cycle in which the updated fees will take effect.

If the Agreement is terminated, the Subscriber is obliged to pay all fees owed for the period up to and including the termination date. Unless explicitly stated herein or in the Data Processing Agreement, the Subscriber will not be entitled to a refund of fees already paid. If the Subscriber terminates the Agreement without cause before the end of the then-current term, the Subscriber must immediately pay all remaining fees due for the remainder of that term, except where the Subscriber terminates the Agreement in accordance with the Data Processing Agreement following an objection to a new sub-processor. Unless required by law, all fees are non-refundable; any applicable refund policies will be detailed in the Enterprise Agreement.

4.1 Enterprise Agreements

Enterprise customers may be subject to additional or different terms as specified in a separate Enterprise Agreement. In the event of any conflict between these GTCs and an Enterprise Agreement, the Enterprise Agreement shall prevail to the extent of the inconsistency.

Enterprise customers may receive custom pricing, service level agreements, extended support options, volume licensing arrangements, and other specialised services as detailed in their respective Enterprise Agreements. Volume-based pricing tiers may be agreed based on the number of users, API calls, Agent deployments, or other usage metrics as specified in the Enterprise Agreement.

4.2 Payment terms

Unless otherwise specified in the Enterprise Agreement, fees for the Services are payable in advance at the commencement of each subscription period. Where payment is collected through the subscription enrolment process, fees shall be charged automatically to the payment method provided at the time of enrolment. Where invoicing applies, invoices shall be deemed received on the day following the date of issuance and are due net thirty (30) days from the due date of the invoice. All payments must be made in the currency specified in the Enterprise Agreement or during the subscription enrolment process. Where no currency is specified in the Enterprise Agreement or during the subscription enrolment process, fees shall be charged in US dollars (USD).

The fees do not include VAT or any other taxes, levies, duties, or similar governmental charges of any nature (collectively "taxes"). The Subscriber is responsible for paying all taxes associated with the Agreement. Swedish VAT will be added for Subscribers established in Sweden. Subscribers established in another EU Member State shall provide a valid VAT registration number. For Subscribers established in another EU Member State that have provided a valid VAT registration number, the reverse-charge mechanism applies, and the Subscriber shall account for VAT in its country of establishment. If Abundly is legally obligated to pay or collect taxes for which the Subscriber is responsible, Abundly will invoice the Subscriber accordingly and the Subscriber shall pay that amount. The Subscriber shall provide Abundly with any information reasonably requested to determine whether Abundly is obligated to collect taxes.

5. Term and Termination

The Agreement is valid from the earlier of (i) the Effective Date and (ii) the date on which the Subscriber first uses the Services. Unless a fixed Initial Service Term is specified in an applicable Enterprise Agreement, the Agreement shall continue on a rolling basis for successive billing cycles until terminated by either Party in accordance with this Section 5. Where no billing frequency is specified in an applicable Enterprise Agreement or during the subscription enrolment process, the default subscription period shall be monthly.

Either Party may terminate the Agreement at any time by providing written notice to the other Party, with termination taking effect at the end of the billing cycle immediately following the billing cycle in which the notice is given, provided that no less than fourteen (14) days' written notice is given prior to the commencement of that billing cycle. Where an Enterprise Agreement specifies a fixed Initial Service Term, the Agreement shall automatically renew for successive periods equal in duration to the expiring Initial Service Term (each a "Renewal Term"), unless terminated by Abundly with at least ninety (90) days' written notice, or by the Subscriber with at least thirty (30) days' written notice, in each case delivered prior to the expiry of the then-current service period, or as otherwise specified in the applicable Enterprise Agreement.

Where a subscription has been purchased through the subscription enrolment process, the Subscriber may also terminate the Agreement by cancelling the subscription in its account settings. Such cancellation takes effect at the end of the then-current billing cycle, and fees already paid for that billing cycle are not refunded.

Where the Subscriber uses the Services under a free trial, the trial ends at the time, or upon exhaustion of the trial credits, communicated during the subscription enrolment process. If no subscription has been purchased within thirty (30) days after the trial ends, the Agreement terminates automatically at the end of that period.

5.1 Termination for cause

In addition to any termination rights stated elsewhere in the Agreement, either Party may terminate the Agreement for cause (i) upon thirty (30) days' written notice to the other Party of a material breach, if such breach remains uncured at the expiration of the notice period; (ii) immediately, if the other Party becomes the subject of a proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors, or if a governmental authority takes action that materially prevents that Party from performing its obligations under the Agreement; or (iii) immediately, if the other Party goes out of business or permanently ceases its operations. Where the Subscriber terminates the Agreement for cause due to a material breach by Abundly, the Subscriber shall be entitled to a refund of any fees paid in advance for the period between the effective date of termination and the end of the agreed term.

Abundly may terminate the Agreement with immediate effect by written notice if it becomes aware that the Subscriber has entered into the Agreement as a consumer. In such case, Abundly shall refund any fees paid in advance for the period after termination.

6. Indemnification

Abundly will defend the Subscriber against any third-party claim alleging that the Subscriber's use of the Services, in accordance with this Agreement, infringes any Intellectual Property Rights of such third party, and will indemnify the Subscriber against any damages, costs, and reasonable legal fees actually awarded against the Subscriber as a result of such claim.

If the Subscriber's use of the Services results (or in Abundly's reasonable opinion is likely to result) in an infringement claim, Abundly may, at its option: (i) substitute functionally equivalent products or services; (ii) procure for the Subscriber the right to continue using the Services; or, if neither (i) nor (ii) is commercially reasonable, (iii) terminate the Agreement and refund any prepaid unused fees. Notwithstanding the above stated, Abundly will not be obliged to indemnify or defend the Subscriber to the extent that the applicable claim is attributable to: (a) any materials, data, or technology not provided by Abundly, either alone or in combination with the Services; (b) Input; (c) Output resulting from Input that is in violation of any term of the Agreement, or that the Subscriber knew or reasonably should have known was likely to produce violating Output; or (d) any modification to the Services or any use of the Services in violation of the Agreement.

6.1 Indemnification by Subscriber

The Subscriber will defend Abundly against any third-party claim arising from or relating to (i) Input, or Output resulting from Input that is in violation of any term of the Agreement or that the Subscriber knew or reasonably should have known was likely to produce violating Output; (ii) the Subscriber's configuration or deployment of any Agent, including claims arising from the Subscriber's obligations as the entity placing such Agent into service under its own authority; (iii) the Subscriber's failure to fulfil its obligations towards persons affected by any Agent; or (iv) the Subscriber's breach of the representations and warranties in Section 11, and will indemnify Abundly against any damages, costs, and reasonable legal fees actually awarded against Abundly as a result of such claim.

6.2 Indemnification procedures

The indemnity obligations under Clauses 6 and 6.1 are conditioned upon the party receiving the claim (the "Indemnified Party"): (i) promptly giving the other party (the "Indemnifying Party") written notice of the claim; (ii) giving the Indemnifying Party sole control of the defence and settlement of the claim (provided that the Indemnifying Party may not settle any claim unless the settlement unconditionally releases the Indemnified Party from all liability, does not adversely affect the Indemnified Party's Intellectual Property Rights, and the Indemnifying Party pays all settlement amounts); and (iii) providing the Indemnifying Party with all reasonable assistance in connection with the defence or settlement of the claim, at the Indemnifying Party's expense.

7. Warranties and Liability

7.1 AI system: limitations, transparency, and responsibilities

7.1.1 Artificial intelligence and machine learning are rapidly evolving fields. Abundly continuously works to improve the accuracy, reliability, safety, and usefulness of the Services. However, given the probabilistic nature of machine learning, use of the Services may produce Output that is incorrect, incomplete, biased, or 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 specific use case, including by ensuring adequate human review of Output before any consequential use. The Subscriber is also responsible for verifying that its use of Subscriber Content is lawful and does not infringe upon or violate any third party's rights.

7.1.2 For the avoidance of doubt, and without limiting the generality of Clause 7.1.1, Output generated through the Services does not constitute legal advice. Abundly is not a law firm, does not practise law, and does not provide legal advice. Abundly bears no legal responsibility for the Output or any information derived from the Services, except as expressly set forth in this Agreement.

7.1.3 Where the Subscriber deploys Agents that interact with natural persons, or generates content for distribution to third parties, the Subscriber acknowledges that it is solely responsible for ensuring that affected persons receive appropriate information about their interaction with automated systems and AI-generated content, to the extent required by applicable law. Abundly shall, where technically feasible, provide or maintain such technical features as may reasonably assist the Subscriber in fulfilling those transparency obligations.

7.2 Exclusion of consequential loss

To the maximum extent permitted by applicable law, neither Party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenues, data, use, goodwill, or other intangible losses, whether arising in contract, tort, or otherwise, resulting from: (a) the Subscriber's access to, use of, or inability to access or use the Services; (b) any conduct or content of any third party in connection with the Services; (c) any content obtained from or through the Services; or (d) unauthorised access to, use of, or alteration of Subscriber Content or transmissions. To be valid, any claim for damages must be notified to the other Party no later than twelve (12) months from the time the claiming Party became or should have become aware of the event giving rise to the claim, and in any event no later than twelve (12) months after the expiration or termination of the Agreement.

7.3 Cap on Liability

In no event shall any Party's aggregate liability for all claims relating to the Services exceed the greater of (a) the amount paid for use of the Services in the 12 months preceding the event giving rise to the liability, and (b) one hundred US dollars (USD 100).

8. Confidentiality and Information Security

8.1 Confidential Information

"Confidential Information" means all information disclosed by a Party ("Disclosing Party") to the other Party ("Receiving Party"), whether orally or in writing, (i) that is designated as confidential or, given the nature of the information and the circumstances of disclosure, should reasonably be understood to be confidential; (ii) Subscriber Content; (iii) the Services; (iv) the terms and conditions of the Agreement; and (v) any business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by either Party in connection with the Agreement.

Notwithstanding above, Confidential Information does not include information that (i) is, at the time of disclosure, or later becomes, generally known to the public through no fault of the Receiving Party; (ii) was known to the Receiving Party without any obligation of confidentiality prior to disclosure by the Disclosing Party, as evidenced by the Receiving Party's written records; (iii) is rightfully disclosed to the Receiving Party by a third party who did not obtain the information subject to any confidentiality obligation; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information, as evidenced by the Receiving Party's written records.

8.2 Confidentiality undertaking

The Receiving Party shall: (i) keep the Disclosing Party's Confidential Information strictly confidential; (ii) safeguard all Confidential Information with at least the same degree of care as it uses to protect its own confidential information, and in any event no less than reasonable care; and (iii) not use any Confidential Information for any purpose outside the scope of the Agreement.

The Receiving Party may disclose Confidential Information to its employees, directors, legal advisers, agents, subcontractors, and consultants who (i) have a genuine need to know the Confidential Information in connection with the performance or administration of the Agreement and (ii) are bound by confidentiality obligations no less stringent than those set out in this Agreement.

The Receiving Party may disclose Confidential Information if and to the extent compelled by applicable law or a binding order of a court or competent authority. In such event, the Receiving Party shall, to the extent permitted by law, (i) give the Disclosing Party prompt written notice and (ii) cooperate with the Disclosing Party in seeking protective measures for the Confidential Information to be disclosed.

9. Intellectual Property Rights

Abundly and its Affiliates or licensors own all rights, title, and interest in and to the Services, including all Intellectual Property Rights therein and all modifications, updates, and upgrades thereof. Nothing in this Agreement constitutes a transfer or assignment of those rights, except as expressly stated herein.

As between the Parties, the Subscriber, its Affiliates, and/or its licensors own all rights, title, and interest in and to the Subscriber Content. To the extent that Abundly acquires any right, title, or interest in or to any Subscriber Content, Abundly hereby irrevocably assigns all such right, title, and interest to the Subscriber.

The Subscriber acknowledges that: (i) Input provided to the Services may be identical or similar to input provided by other subscribers; (ii) due to the nature of machine learning, Output may not be unique and the Services may generate identical or similar output for other subscribers or for Abundly; and (iii) questions asked by and responses generated for other subscribers are not considered Input, Output, or Subscriber Content under this Agreement.

Pre-built prompt templates, example prompts, and prompt structures made available by Abundly as part of the Services remain the intellectual property of Abundly. The Subscriber may use such prompts during its ordinary use of the Services but may not extract, compile, or repurpose collections of such prompts for use outside the Services or otherwise in a manner that competes with or substitutes for the Services.

9.1 Licences

Subject to the Subscriber's and its Affiliates' compliance with this Agreement, Abundly grants the Subscriber a limited, non-exclusive, non-transferable, non-sublicensable (except to Affiliates), fully revocable licence for the Term to access and use the Services in the jurisdictions supported by Abundly (as listed on Abundly's website) and for the number of individual users stated in the Enterprise Agreement or, where applicable, as specified during the subscription enrolment process or on Abundly's pricing page.

The Subscriber grants Abundly a limited, non-exclusive, non-transferable, non-sublicensable, fully revocable licence for the Term to use, store, copy, transmit, create derivative works of, and display the Subscriber Content solely as necessary for the provision of the Services in accordance with the Agreement. Except as set out in this Clause, the Subscriber retains all right, title, and interest in and to the Subscriber Content.

9.2 No training on Subscriber Content

Abundly shall not use any Subscriber Content or Confidential Information to train, fine-tune, or otherwise improve any AI model, nor shall it permit its subcontractors or any other third party to do so. This prohibition applies regardless of any general data-use policy and requires the Subscriber's express prior written consent before any such use may occur.

9.3 Usage Data and Feedback

Abundly may collect and use Usage Data to develop, improve, support, and operate the Services. Abundly shall not share Usage Data with any third party except in aggregated and anonymised form from which neither the Subscriber nor its end users can be identified. Usage Data shall not include any Subscriber Content. To the extent Usage Data contains personal data, Abundly processes such personal data as a controller in accordance with Clause 10.

Feedback, comments, ideas, and suggestions for improvements provided by the Subscriber (including its administrators and end users) may be used by Abundly without restriction or compensation. Any Intellectual Property Rights arising from such feedback shall vest exclusively in Abundly. For the avoidance of doubt, no Intellectual Property Rights in any Subscriber Content shall vest in Abundly because of the provision of feedback.

10. Personal Data

When providing the Services, Abundly will process any personal data contained within the Subscriber Content in its capacity as data processor on behalf of the Subscriber, which acts as data controller. All obligations relating to the processing of such personal data, including obligations arising under the GDPR, the Swedish Data Protection Act (2018:218), and other applicable data protection legislation, are governed by the Data Processing Agreement.

Abundly processes personal data relating to the Subscriber's account, registration, billing and contact details, including those of its administrators and end users, as well as any personal data contained in Usage Data, as an independent controller for its own purposes, in accordance with its privacy policy and applicable data protection legislation. Such processing is not governed by the Data Processing Agreement.

10.1 Deletion and backups

Abundly deletes Subscriber Content no later than ninety (90) days after the Subscriber deletes it, the Subscriber deletes its account, or the Agreement ends. Until the Agreement ends, the Subscriber may export Subscriber Content using the export functionality in the Services. Deleted data may remain in Abundly's backups until the backups expire, which is no later than nine (9) months after deletion for database backups and no later than 180 days after deletion for file backups. Backups are protected by the same security measures as the Services and are used only to restore the Services after a failure; deleted data is not restored to the live Services for any other purpose. Where the Data Processing Agreement applies, it governs the deletion of personal data. An Enterprise Agreement or an executed data processing agreement may provide for different periods.

11. Subscriber Representations and Warranties

By entering into this Agreement and using the Services, the Subscriber represents and warrants that:

(a) it has the legal capacity, authority, and all necessary internal approvals to enter into and perform its obligations under this Agreement, and, subject to Clause 1 as regards the subscription enrolment process, the individual signing or accepting the Agreement on behalf of the Subscriber is duly authorised to do so;

(b) all information provided in connection with account registration and the Enterprise Agreement is true, accurate, current, and complete, and the Subscriber shall promptly update such information to maintain its accuracy;

(c) its use of the Services complies with all applicable laws and regulations, including data protection laws, intellectual property laws, export control laws, and anti-corruption laws;

(d) it holds all necessary rights, licences, consents, and permissions required to upload, submit, and process any content through the Services, and such use does not violate any third-party rights;

(e) it will not use the Services to transmit viruses, malware, or other harmful code, or to engage in activities that could disable, damage, or impair the Services; and

(f) it enters into the Agreement and uses the Services for purposes relating to its trade, business or profession, and not as a consumer.

12. Miscellaneous

Except as otherwise specified in the Agreement, all notices, permissions, and approvals must be in writing and shall be deemed to have been given upon (i) personal delivery; (ii) the second business day after mailing; or (iii) the day of sending by email, provided that no delivery failure notification is received by the sender. Notices of termination and legal notices shall be addressed to Abundly at commercial@abundly.ai and to Abundly's account manager, where applicable. All other notices under the Agreement shall be provided to the Parties' respective contact persons as specified in the Enterprise Agreement or, where no Enterprise Agreement exists, to the contact details provided by the Subscriber during the subscription enrolment process. Where no separate contact person has been designated, notices to the Subscriber shall be sent to the email address used to register the Subscriber's account. General enquiries may be directed at support@abundly.ai. Security incidents, vulnerabilities and suspected unauthorised use of an account shall be reported to security@abundly.ai.

12.1 Waiver

No failure or delay by either Party in exercising any right under the Agreement will constitute a waiver of that right. Any term or condition of this Agreement may be waived by the Party entitled to the benefit thereof, but no waiver shall be effective unless set out in a written instrument duly executed by or on behalf of the waiving Party. No waiver in any one or more instances shall be construed as a waiver of the same or any other term or condition in any future instance.

12.2 Severability

If any provision of this Agreement is found to be wholly or partially invalid or unenforceable, the validity of the Agreement shall not be affected and the remaining provisions shall remain in full force and effect. To the extent that such invalidity materially affects a Party's benefit from, or performance under, this Agreement, the Parties shall negotiate in good faith to amend the Agreement reasonably to restore the intended balance.

12.3 Marketing

The Subscriber grants Abundly the right to use the Subscriber's company name, logo(s), and trademark(s) to identify the Subscriber as a customer of Abundly in Abundly's marketing and public relations materials.

12.4 Force majeure

Except for payment obligations under the Agreement, neither Party will be liable for failure to perform or inadequate performance to the extent caused by a condition beyond the Party's reasonable control that substantially prevents the Party's or its subcontractors' performance, including, by way of example, a natural disaster, epidemic or pandemic, act of war or terrorism, riot or civil unrest, labour action such as boycott, strike, or lockout, governmental action, disruption of telecommunications, failure or delay of internet service providers, or widespread internet or power service disruption.

A Party claiming force majeure shall use commercially reasonable efforts to overcome and mitigate the effects of such circumstances and shall notify the other Party promptly. If performance of the Services in material respects is prevented for a period exceeding one (1) month due to a force majeure event, either Party shall have the right to terminate the Agreement upon written notice, without incurring any liability for compensation.

12.5 Changes to these GTCs and the Data Processing Agreement

Abundly shall provide the Subscriber with reasonable prior written notice of any material changes to these GTCs, by email or through the Services, stating the date on which the changes take effect. Non-material changes (such as corrections of typographical errors, clarifications that do not affect the Subscriber's rights or obligations, or updates required by applicable law) may be made without prior notice, provided that Abundly shall publish the updated GTCs on its website promptly upon such changes taking effect.

The Subscriber's continued use of the Services following the expiry of the notice period shall constitute acceptance of the amended GTCs. If the Subscriber does not accept the amended GTCs, the Subscriber may terminate the Agreement by written notice to Abundly prior to the expiry of the notice period, in which case the Agreement shall terminate at the end of the notice period and Abundly shall refund any prepaid fees for the period beyond the termination date. This Clause 12.5 does not apply where the Subscriber has entered into an Enterprise Agreement signed by both Parties; in that case, amendments to the Agreement, including the Data Processing Agreement, require a written agreement signed by both Parties. In all other cases, this Clause 12.5 applies correspondingly to amendments to the Data Processing Agreement. Updates to the list of sub-processors referred to in the Data Processing Agreement are governed by the Data Processing Agreement.

13. Governing Law and Disputes

This Agreement, and any dispute or claim arising out of or in connection with it (including any non-contractual dispute or claim), shall be governed by and construed in accordance with the laws of Sweden, without regard to its conflict-of-law or choice-of-law rules. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

In the event of any dispute, controversy, or claim arising out of or in connection with this Agreement, or the breach, termination, or invalidity thereof, the Parties shall first attempt to resolve the dispute through good-faith negotiations. If the Parties are unable to resolve the dispute through negotiation within thirty (30) days of one Party notifying the other of the dispute in writing (or such longer period as the Parties may agree in writing), the dispute shall be finally settled by arbitration administered by the SCC Arbitration Institute (the "SCC").

The Rules for Expedited Arbitrations shall apply, 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 instead, in which case the SCC shall also determine the composition of the Arbitral Tribunal. The seat of arbitration shall be Stockholm, Sweden, and the language of the proceedings shall be English. The arbitration may be conducted telephonically or online if mutually agreed. Each Party agrees that any arbitration shall be conducted on an individual basis and that neither Party may bring claims against the other as a plaintiff or class member in any purported class or representative proceeding.

14. Contact Information

Questions or notices relating to these GTCs should be directed to Abundly AI AB at:

Abundly AI AB
Norrtullsgatan 6, 113 29 Stockholm, Sweden
Email: support@abundly.ai
Security reports: security@abundly.ai
Website: www.abundly.ai