Master Service Agreement

THIS MASTER SERVICE AGREEMENT ("AGREEMENT") IS BETWEEN THE I PAIR U AB LEGAL ENTITY SIGNING AN ORDER FORM AND ITS AFFILIATES (COLLECTIVELY, "I PAIR U", "COMPANY", "WE" OR "US"). THE INDIVIDUAL OR LEGAL ENTITY LICENSING THE SERVICES UNDER THIS AGREEMENT AND/OR UNDER AN APPLICABLE ORDER FORM ("CUSTOMER" OR "YOU" AND TOGETHER WITH I PAIR U, THE "PARTIES") GOVERNS CUSTOMER'S ACCESS AND USE OF THE SERVICES.

BY ACCEPTING THIS AGREEMENT WHILE EXECUTING AN ORDER FORM REFERENCING THIS AGREEMENT, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "CUSTOMER" "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND SHALL NOT BE PERMITTED TO USE THE SERVICES.

BY ACCEPTING THESE TERMS OF THIS AGREEMENT, YOU REPRESENT AND WARRANT THAT ANY AND ALL INFORMATION YOU PROVIDE US THROUGH THE SERVICES IS TRUE, ACCURATE, AND COMPLETE. THE PROVISION OF FALSE OR FRAUDULENT INFORMATION IS STRICTLY PROHIBITED.

This Agreement is effective between Customer and I Pair U as of the date Customer accepts this Agreement (the "Effective Date").

This Service Agreement (the "Agreement") is entered into as of the Agreement Date by and between I Pair U AB, a Swedish corporation ("I Pair U"), and the Customer. Such parties are hereinafter referred to collectively as the "Parties" or individually as a "Party". I Pair U and Customer agree as follows:

1. Definitions: "Agreement" means these Terms of Service and all materials referred to or linked to in these Terms of Service.

"Communication Services" means third-party forums, online communities, blogs, personal web pages, calendars, and/or other social media communication facilities (such as Facebook, Twitter, and LinkedIn) linked to or from the Subscription Service that enable the Customer to communicate with the public at large or with a group.

"Contact Information" means the name, email address, phone number, online user name(s), telephone number, postal address, and similar information voluntarily submitted by the Customer, as well as navigational data relating to each Customer. Contact Information does not include Sensitive Information.

"Customer Data" means all Contact Information and other permitted information submitted by Customer to, or collected via, the Subscription Service. Customer Data does not include Sensitive Information.

"Customer Materials" means all materials the Customer provides, posts, uploads, inputs, or submits for public display through the Subscription Service. Suggestions, feedback, and comments relating to the functionality or use of the Subscription Service provided by Customer personnel to I Pair U are not Customer Materials. Customer Materials do not include Sensitive Information.

"Customer" means the person or entity using the Subscription Service and identified in the applicable statement or Order Form as the I Pair U customer.

"I Pair U Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags incorporated into the Subscription Service by I Pair U.

"Order Form" means the I Pair U-approved form by which the Customer agrees to subscribe to the Subscription Service.

"Personal Data" means any information relating to an identified or identifiable natural person, including name, identification number, location data, an online identifier, or one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person. Personal Data may include Sensitive Information.

"Sensitive Information" means credit or debit card numbers, personal financial account information, Social Security numbers, passport numbers, driver's license numbers or similar identifiers, racial or ethnic origin, physical or mental health condition or information, other employment, financial or health information, and information specific to an individual's physical, physiological, genetic, mental, economic, cultural, or social identity.

"I Pair U Subscription Service" or "Subscription Service" means the particular edition and elements of I Pair U applications, tools, and platform subscribed to by Customer under an Order Form and developed, operated, and maintained by I Pair U, accessible via www.ipairu.com or another designated URL, and any ancillary online or offline products and services provided to Customer by I Pair U, to which Customer is being granted access according to this Agreement and an Order Form. The subscription service includes the I Pair U Content but does not include training services, consulting services, and third-party products.

"Third-Party Products" means professional services, online web-based applications, and offline software products provided by third parties that interoperate with or are used in connection with the Subscription Service and are identified as being provided by third parties.

"Third-Party Sites" means third-party websites linked to from within the Subscription Service, including, without limitation, Communications Services.

"User(s)" means Customer's employees, representatives, consultants, contractors, or agents who are authorized to use the Subscription Service for the benefit of Customer and who have been supplied user identifications and passwords by Customer (or by I Pair U at Customer's request).

2. Services

2.1 Services. I Pair U operates a cloud-based software platform and several subscription plans with additional support and product features ("I Pair U" or the "Services"). The Services are purchased as subscriptions, the specifics of which are described in one or more order forms (the "Order Form") that may be entered into by the Parties from time to time.

2.2 Order Forms. Each Order Form sets forth the Services and related deliverables I Pair U is providing to the Customer, as well as the subscription fees (the "Fees"). The terms and conditions of this Agreement shall govern each Order Form. If any terms and conditions in any Order Form conflict with the terms of this Agreement, then the terms of the Order Form shall take precedence over any inconsistent terms in this Agreement.

3. Fees and Payments.

3.1 Fees. All Fees outlined in the Order Form are payable by the Customer in United States Dollars unless otherwise specified in the applicable Order Form. Fees are based on subscriptions purchased and not actual usage. (ii) Payment obligations are non-cancelable, fees paid are non-refundable, and (iii) the subscription services purchased cannot be decreased during the relevant subscription term.

3.2 Invoicing and Payment.

• Debit Card, Check, or Wire Transfer. All payments due under this Agreement shall be made by check or bank wire transfer. Such charges shall be paid in advance in accordance with the frequency stated in the applicable Order Form.
• Invoices. I Pair U will invoice the Customer in advance in accordance with the relevant Order Form. Payments for invoices are due within 30 days of the invoice date unless otherwise specified on the Order Form and are considered delinquent after such date. In addition to the foregoing, in no case should any Fees be due, or should Customer be charged, prior to the due date set out in the applicable Order Form.
• Billing Information. The Customer has provided complete and accurate billing and contact information (including all actions necessary to obtain payment from the Customer, such as purchase order requirements, if applicable) to I Pair U on the order form.

3.3 Overdue Charges. If I Pair U does not receive any undisputed invoiced amount by the applicable due date, then, without limiting I Pair U's rights or remedies, those charges may accrue late interest at the rate of 1.5% of the outstanding undisputed balance per month or the maximum rate permitted by law, whichever is lower.

3.4 Suspension of Service and Acceleration. In the event of delinquent payments under this Agreement or any other agreement, without limiting I Pair U's other rights and remedies, I Pair U may accelerate Customer's unpaid Fee obligations under such agreements so that all such obligations become immediately due and payable, and/or suspend or terminate the Services to Customer until such amounts are paid in full.

3.5 Taxes. Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, but not limited to, value-added, sales, use, or withholding taxes, assessable by any jurisdiction whatsoever ("Taxes"). The customer is responsible for any taxes, and the customer will pay I Pair U for the services without any reduction in taxes. If I Pair U is obligated to collect or pay Taxes, the Taxes will be invoiced to the Customer.

4. Subscription Term and Renewal.

4.1 Term of Agreement. This Agreement commences on the Agreement Date and continues until all subscriptions under all Order Forms have been terminated, including by expiry.

4.2 Term of Purchased Subscriptions. The term of each subscription shall be as specified in the applicable Order Form. If no term is specified in the Order Form, the subscription term shall be a period of 12 months beginning on the date immediately following the termination of the evaluation period, if any. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to one year unless either Party gives the other notice of non-renewal at least thirty (30) days before the end of the relevant subscription term.

4.3 Termination. Either Party may terminate this Agreement if:
(i) the other Party is in material breach of the Agreement and fails to cure that breach within thirty (30) days after receipt of written notice;
(ii) the other Party ceases its business operations or becomes subject to insolvency proceedings, and the proceedings are not dismissed before thirty (30) days; or
(iii) the other Party is in material breach of this Agreement more than two (2) times, notwithstanding any cure of such breaches. In the event of any termination, Customer will remain liable for any undisputed amounts due under this Agreement.

4.4 Survival. All provisions of this Agreement that should survive termination will survive termination, including, without limitation, ownership provisions, confidentiality, warranty disclaimers, indemnity, and limitations of liability.

5. I Pair U's Project's Proprietary Rights.

This is an Agreement for access to and use of the Subscription Service, and Customer is not granted a license to any software by this Agreement. The Subscription Service, including all intellectual property rights therein and derivatives and modifications thereto, belongs to and is the property of I Pair U or its licensors (if any).

The I Pair U Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way. The Customer agrees not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivative works based on the I Pair U Content, or the Subscription Service in whole or in part, by any means, except as expressly authorized in writing by I Pair U.

I Pair U, the I Pair U logo, and other marks used by I Pair U from time to time are trademarks and the property of I Pair U. The appearance, layout, color scheme, and design of the I Pair U site are protected trade dress. Customer does not receive any right or license to use the foregoing.

6. Customer's Proprietary Rights.

As between the parties, Customer shall own and retain all rights to the Customer Materials, Customer Data, and any works created explicitly by I Pair U for transfer to Customer, where a separate written agreement grants ownership of the work to Customer.

All Personal Data collected by or supplied to I Pair U will at all times be owned by the individual identified by such Personal Data. This Agreement does not grant I Pair U any ownership rights to Customer Materials, Customer Data, Personal Data, or Sensitive Information.

The customer grants I Pair U and its licensors permission to use the Customer Materials and Customer Data only as necessary to provide the Subscription Service to the Customer and not for any other purpose.

7. Publicity.

The customer grants I Pair U the right to add the Customer's name and company logo to its customer list and website. Except for the foregoing, neither Party may use the other Party's name or logo without the other Party's prior written consent.

8. Customer, User, and Personal Data.

I Pair U may monitor all of its customers' use of the subscription service and use data related to such use in an aggregate and anonymous manner, including to compile statistical and performance information related to the provision and operation of the Subscription Service. Customer agrees that I Pair U may use and publish such information, provided that such information does not incorporate any Customer Data and/or identify Customer.

CUSTOMER AGREES NOT TO USE THE SUBSCRIPTION SERVICE TO COLLECT, MANAGE, OR PROCESS SENSITIVE INFORMATION. TO THE EXTENT PERMITTED BY APPLICABLE LAW, I PAIR U DISCLAIMS ANY AND ALL LIABILITY THAT MAY ARISE FROM CUSTOMER'S USE OF THE SUBSCRIPTION SERVICE TO COLLECT OR MANAGE SENSITIVE INFORMATION.

The customer agrees that all users will be at least twenty-one (21) years of age and that all Customer Data and Personal Data submitted by the Customer in connection with the Subscription Services will relate to users and/or individuals who are at least twenty-one (21) years of age.

I Pair U may collect, use, process, store, and share certain Customer Data, Sensitive Information, and Personal Data in connection with providing the Subscription Services. Any such collection, use, processing, storing, or sharing is subject to the terms and conditions of I Pair U's Privacy Policy (available at www.ipairu.com/privacy), which is hereby incorporated into this Agreement by reference.

The customer agrees that I Pair U may collect and use customer data, sensitive information, and personal data in connection with the Subscription Services and hereby consents to such use and collection.

9. Acceptable Use of Communications Services.

Customer agrees to use third-party Communication Services only in compliance with any terms of use specified by each Communication Service. I Pair U does not control or endorse the content, messages, or information found in the Communication Services; therefore, I Pair U expressly disclaims any liability regarding the Communication Services and any actions resulting from Customer's use of the Communication Services.

10. Third-Party Sites and Products.

Third-Party Sites and Third-Party Products are not under I Pair U's control, and I Pair U is not responsible for the contents of any Third-Party Site or Third-Party Product, including without limitation any link contained in a Third-Party Site, or any changes or updates to a Third-Party Site or Third-Party Product. I Pair U is not responsible for any other form of transmission received from any Third-Party Site.

Third-party sites and Products are provided to Customers only as a convenience, and the inclusion of any Third-Party Site or Product does not imply endorsement by I Pair U of the Third-Party Site or Product or any association of I Pair U with it.

11. Indemnification.

Customer will indemnify, defend, and hold I Pair U harmless, at its expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against I Pair U (and its officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with I Pair U to the extent that such Action is based upon or arises out of:

(a) Customer's use of the Subscription Service;
(b) Customer's noncompliance with or breach of this Agreement;
(c) Customer's use of Third-Party Products;
(d) The unauthorized use of the Subscription Service by any other person using Customer's User information; or
(e) Customer's unauthorized use, collection, storage, processing, or disclosure of Personal Data.

I Pair U shall use commercially reasonable efforts to:

• Notify Customer in writing within thirty (30) days of becoming aware of any such claim;
• Give Customer sole control of the defense or settlement of such a claim (provided that Customer may not settle any such claim unless the settlement unconditionally releases I Pair U of all liability); and
• Provide Customer (at Customer's expense) with any and all information and assistance reasonably requested by Customer to handle the defense or settlement of the claim.

Customer shall not accept any settlement that:
(i) Imposes an obligation on I Pair U;
(ii) Requires I Pair U to make an admission; or
(iii) Imposes liability not covered by these indemnifications or restricts I Pair U without I Pair U's prior written consent.

12. Disclaimers; Limitations of Liability

12.1 Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SUBSCRIPTION SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND.

I PAIR U AND ITS SERVICE PROVIDERS, LICENSORS, AND SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SUBSCRIPTION SERVICE AND THE I PAIR U CONTENT, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

NO STATEMENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM I PAIR U IN ANY FORM SHALL CREATE ANY WARRANTY NOT EXPRESSLY AND EXPLICITLY OUTLINED IN THIS AGREEMENT.

12.2 No Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY OR ITS SERVICE PROVIDERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY:

INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR OTHER DAMAGES, EVEN IF SUCH PARTY OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

12.3 Limitation of Liability

EXCEPT FOR CUSTOMER'S LIABILITY FOR PAYMENT OF FEES AND CUSTOMER'S LIABILITY ARISING FROM ITS INDEMNITY OBLIGATIONS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY LOSS, HARM, OR DAMAGE, THE PARTIES AGREE THAT:

THE AGGREGATE LIABILITY OF A PARTY AND ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SERVICE PROVIDERS, LICENSORS, OR SUPPLIERS SHALL IN ALL CASES BE LIMITED TO THE LESSER OF ONE HUNDRED DOLLARS (USD 100) OR THE TOTAL AMOUNTS ACTUALLY PAID BY CUSTOMER UNDER THE APPLICABLE ORDER FORM FOR THE SUBSCRIPTION SERVICE IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

12.4 Third-Party Products

I Pair U DISCLAIMS ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS USED BY CUSTOMER.

I Pair U's LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT, AND I PAIR U'S LIABILITY WITH RESPECT TO ANY THIRD-PARTY PRODUCTS OR THIRD-PARTY CONTENT PROVIDED WITH THE SUBSCRIPTION SERVICE SHALL BE SUBJECT TO THIS SECTION.

12.5 Acknowledgment of Risk Allocation

CUSTOMER UNDERSTANDS AND AGREES THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK AND AN ESSENTIAL PART OF THIS AGREEMENT.

CUSTOMER UNDERSTANDS AND AGREES THAT ABSENT CUSTOMER'S AGREEMENT TO THIS LIMITATION OF LIABILITY, I PAIR U WOULD NOT PROVIDE THE SUBSCRIPTION SERVICE TO CUSTOMER.

13. I Pair U may update and change any part or all of this Agreement, including fees. If I Pair U updates or changes this Agreement, the updated Agreement will be posted at http://www.ipairu.com/terms. The updated Agreement will become effective and binding on the next business day after posting it. I Pair U encourages customers to review this Agreement periodically. No delay in exercising any right or remedy will operate as a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be construed as a waiver of any right or remedy on any future occasion. Notwithstanding the foregoing, I Pair U will comply with all applicable laws and regulations to the extent that any change or update to this Agreement changes or updates the manner in which I Pair U will collect, use, process, share, or store Personal Data.
14. To the maximum extent permitted by law, this Agreement and all Order Forms shall be governed by the laws of Sweden, without reference to conflicts of law principles. Both parties hereby consent to the exclusive jurisdiction and venue of the courts in Stockholm, Sweden, in all disputes arising from or relating to the use of the Subscription Service. Use of the Subscription Service is unauthorized in any jurisdiction that does not give effect to all provisions of this Agreement, including without limitation this paragraph.
15. If any part of this Agreement or an Order Form is determined to be invalid or unenforceable under applicable law (including without limitation warranty disclaimers and liability limitations set forth above), then: The invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision. The remainder of this Agreement shall continue in effect.
16. Notices shall be sent to the contact address set forth herein (as such may be changed by notice given to the other Party) and shall be deemed delivered as of the date of actual receipt. To I Pair U: I Pair U AB, Stockholm, Sweden. To Customer: Customer's address as provided in I Pair U's account information for Customer.

Electronic Notices: I Pair U may email electronic notices specific to the Customer to the appropriate Customer email addresses on record in I Pair U's account information.

1. Unless otherwise expressly stated herein, this Agreement (including each Order Form), along with any I Pair U exhibit or addendum hereto, constitutes the entire Agreement between Customer and I Pair U concerning the Subscription Service and supersedes all prior or contemporaneous communications, proposals, and agreements, whether electronic, oral, or written, between Customer and I Pair U concerning the subject of this Agreement.
2. Assignment. Customer will not assign or transfer this Agreement, including any assignment or transfer because of merger, reorganization, sale of all or substantially all of its assets, change of control, or operation of law, without I Pair U's prior written consent, which will not be unreasonably withheld.
3. Contract for Services. The parties intend this Agreement to be a contract for the provision of services and not a contract for the sale of goods, in accordance with Swedish contract law and relevant Swedish regulations governing service agreements. To the fullest extent permitted by Swedish law, the provisions of any foreign commercial codes or uniform acts, including but not limited to the Uniform Commercial Code (UCC) and the Uniform Computer Information Transaction Act (UCITA), shall not apply to this Agreement.

If the Customer is located outside of Sweden, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not govern this Agreement or the rights and obligations of the parties under this Agreement. Instead, the Agreement shall be interpreted and enforced in accordance with Swedish contract law and any applicable EU regulations governing service-based transactions.

1. Survival. The following sections shall survive the expiration or termination of this Agreement: Fees and Payments, I Pair U's Proprietary Rights, Customer's Proprietary Rights, Publicity, Indemnification, Disclaimers, Limitations of Liability, Termination, and Expiration.

General

1. Force Majeure. Neither Party will be liable for inadequate performance or breach to the extent caused by a condition (including, but not limited to, a natural disaster, act of war or terrorism, riot, labor condition, governmental action, epidemic, pandemic, and Internet disturbance) (each a "Force Majeure Event") that was beyond the Party's reasonable control. The Party risking liability will utilize commercially reasonable efforts to remove or abate the effects of a Force Majeure event as soon as practicable, but if not removed or abated within fifteen (15) days, the other Party may terminate this Agreement and any related Order Form without penalty by written notice. An event of force majeure does not relieve a party from liability for an obligation that arose before the occurrence of that event, nor does that event affect the obligation to pay money promptly, which matured prior to the occurrence of that event. 
2. No Agency. The Parties are independent contractors, and this Agreement does not create an agency, partnership, or joint venture for any purpose.
3. Electronic Transmission. Delivery of an executed copy of this Agreement or Order Form by facsimile, electronic mail in portable document format (.pdf), or any other electronic means intended to preserve the original graphic and pictorial appearance of a document has the same effect as delivery of an executed original of this Agreement or Order Form. In any event of a conflict or inconsistency between the terms herein and the terms of the Order Form, the terms shall prevail. Any additional or conflicting terms in purchase orders issued by Customer regarding the subject matter hereof are hereby explicitly rejected and shall have no force or effect on the terms of this Agreement or any Order Form.

The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, or fiduciary or employment relationship between the Parties. Except for payment obligations, neither I Pair U nor Customer will be liable for inadequate performance to the extent caused by a condition that was beyond the Party's reasonable control (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance). Except to the extent applicable law requires, there are no third-party beneficiaries under this Agreement.