Service Agreement

1.1 Service Provider

This Service Agreement (the "Agreement") governs the Services which Spiich Labs AB, org. no 559521-2381, Convendum, Västra Järnvägsgatan 3, 111 64 Stockholm, Sweden ("Spiich") provides to Customer, whether under an Order Form or on a self-service basis under Signup Terms (each as defined in Section 3).

1.2 Customer and Acceptance

"Customer" means the entity identified in the applicable Order Form or, for self-service subscriptions, the entity on whose behalf the Signup Terms are accepted. Customer accepts this Agreement (i) by signing an Order Form or (ii) by accepting the Signup Terms in Spiich's online signup flow, in each case with effect from the Effective Date.

1.3 Parties

Spiich and Customer are each a "Party" and together the "Parties".

2.1 Overview

Spiich provides an agentic workspace for B2B sales and customer success teams, combining on-demand assistance with proactive and autonomous agents across prospecting, meeting preparation, and CRM administration. These capabilities are the Services, further described in Section 5.

2.2 Agreement Structure

This Agreement sets out the standing terms on which Spiich makes the Services available. The Services selected by Customer, together with the applicable quantities, fees, and term, are set out in one or more Order Forms or, for self-service subscriptions, in the Signup Terms, each of which incorporates this Agreement.

Platform and Services

"Automated CRM Updates" means the automatic updating of Customer's CRM with information derived from meeting transcripts available to Spiich.

"Automated Post-meeting Follow-up Email" means a follow-up email automatically drafted by Spiich from a meeting transcript and Customer CRM data, for review and sending by a User.

"Background Agent" means functionality that autonomously executes tasks on schedules or CRM-related triggers, including Lead Generation, Qualification, Buyer Discovery, and Deal Recycling.

"Buyer Discovery" means the identification of relevant buyers and stakeholders within a target company.

"Conversational Assistant" means functionality through which Users interact with Spiich by text or voice to perform tasks on demand.

"Deal Recycling" means the review of dormant deals in Customer's CRM to surface revival opportunities.

"Lead Generation" means the identification and sourcing of prospects matching Customer's target criteria.

"Managed Background Agent" means a Background Agent that Spiich configures, administers, and operates on Customer's behalf, as specified in the applicable Order Form or Signup Terms.

"Meeting Briefs" means pre-meeting preparation materials generated by Spiich.

"Meeting Notetaker" means functionality that joins external meetings on a User's calendar to record and transcribe them.

"Proactive Assistant" means functionality that proactively surfaces information and recommended actions to Users, including Meeting Briefs and task identification.

"Qualification" means the assessment of a lead against Customer's qualification criteria.

"Services" means the Spiich platform and all functionality Spiich makes available under this Agreement, including the Conversational Assistant, Background Agents, Meeting Notetaker, Proactive Assistant, and Managed Background Agents, together with any current or future features that process Customer Data to support Customer's sales and customer success operations.

Commercial and Usage

"Base Seat" means a User's right to access the Services, other than any functionality identified in the applicable Order Form or Signup Terms as an add-on or as separately priced, in the quantity set out in the applicable Order Form or Signup Terms and any expansions in accordance with Section 7.3.

"Credits" means units of consumption used to access certain Services, as further described in Section 6.

"Meeting Notetaker Seat" means a User's right to access the Meeting Notetaker, purchased as an add-on in the quantity set out in the applicable Order Form or Signup Terms or by expansion in accordance with Section 7.3.

"User" means an individual authorised by Customer to access the Services on Customer's behalf, including Customer's employees and contractors.

General and Contractual

"Billing Period" means each recurring period for which fees under a subscription are invoiced, as set out in the applicable Order Form or Signup Terms. Unless the applicable Order Form or Signup Terms states otherwise, the Billing Period is one (1) calendar month. References in this Agreement to the "then-current Billing Period" mean the Billing Period that is in effect at the relevant time.

"Customer Data" means all data, content, and information that Customer or its Users provide to Spiich, or that the Services generate, process, or store on Customer's behalf, including personal data, meeting transcripts, CRM records, and lead data.

"Effective Date" means the date stated as such in the applicable Order Form or Signup Terms or, if no date is stated, (i) the date the Order Form is last signed or (ii) for self-service subscriptions, the date Customer accepts the Signup Terms.

"Initial Term" means, in relation to a subscription, the initial term set out in the applicable Order Form or Signup Terms, beginning on Service Commencement.

"Order Form" means an ordering document that references this Agreement and sets out the Services selected by Customer and the applicable commercial terms, including quantities, fees, and term.

"Renewal Term" means each successive period for which a subscription automatically renews under Section 8.1.

"Service Commencement" means the date on which Customer is first granted access to the Services.

"Signup Terms" means the commercial terms Customer accepts in Spiich's online signup flow when subscribing to the Services on a self-service basis, including the Services selected, quantities, fees, applicable Credit package (if any), and term, as displayed to Customer at the point of subscription.

"Term" means, in relation to a subscription, the Initial Term together with each Renewal Term. References in this Agreement to the "then-current Term" mean the Initial Term or the Renewal Term (as applicable) that is in effect at the relevant time.

"Written Notice" means a notice given in writing and delivered in accordance with the notice provisions of this Agreement.

4.1 Commercial Terms

The Services selected, and the applicable quantities, fees, and term, are as set out in the applicable Order Form or Signup Terms, which govern those matters. If this Agreement and an Order Form or the Signup Terms conflict, the Order Form or the Signup Terms (as applicable) prevails. The precedence in this Section does not apply to the processing of personal data, which is governed by Section 14.3.

4.2 Multiple Subscriptions

Customer may enter into more than one Order Form and, subject to Spiich's account model, may hold more than one self-service subscription under Signup Terms. Each Order Form and each set of Signup Terms is independent and applies only to the Services it sets out, unless it expressly amends or replaces another.

5.1 Conversational Assistant

The Conversational Assistant enables Users to interact with Spiich by text or voice to perform tasks on demand, including prospecting, drafting outreaches, updating CRM records, and retrieving information across connected tools.

5.2 Proactive Assistant

The Proactive Assistant surfaces information and recommended actions to Users.

1. Day View. Day View presents a User's scheduled meetings for a given day, together with tailored Meeting Briefs prepared for them.
2. Task View. Task View presents a User with a consolidated list of suggested tasks and allows the User to have Spiich carry out a selected task, such as drafting a follow-up. Task View is available as set out in the applicable Order Form or Signup Terms.

5.3 Background Agents

Background Agents execute tasks autonomously on schedules or CRM triggers, including Lead Generation, Qualification, Buyer Discovery, and Deal Recycling. Customer may configure additional Background Agents through the Services and is responsible for their configuration, operation, and outputs. Background Agents consume Credits as set out in Section 6, except where operated by Spiich as a Managed Background Agent.

5.4 Meeting Notetaker

The Meeting Notetaker joins external meetings on a User's calendar to record and transcribe them, and is available as set out in the applicable Order Form or Signup Terms. Customer is responsible for obtaining all consents and giving all notices required to record and transcribe those meetings and for complying with applicable law. Where a meeting transcript is available to Spiich, whether through the Meeting Notetaker or a connected third-party notetaker, the Services may provide Automated CRM Updates and Automated Post-meeting Follow-up Email. Where no transcript is available for a meeting, these features are not provided for that meeting.

5.5 Managed Background Agents

Where the applicable Order Form or Signup Terms so provides, Spiich configures, administers, and operates one or more Background Agents on Customer's behalf. The agents operated, their scope, and the applicable fee are as set out in the applicable Order Form or Signup Terms.

5.6 Access

The Services are accessible through Spiich's applications and interfaces. Customer is responsible for procuring the equipment and connectivity needed to access the Services.

5.7 Integrations

Spiich provides the integrations listed at spiich.ai/integrations, which Spiich may update from time to time at its discretion. Additional integrations may be agreed separately. Customer authorises Spiich to access and exchange data with Customer's connected tools as needed to provide the Services.

5.8 Third-Party Products

The Services may interoperate with third-party products and services that Spiich does not control (each a "Third-Party Service"). Spiich is not responsible for the availability, performance, accuracy, or security of any Third-Party Service, or for any act or omission of its provider. A failure, change, or discontinuation of a Third-Party Service is not a failure of the Services, and does not constitute a breach of this Agreement or of the Service Warranty in Section 11.1 by Spiich. Where reasonably practicable, Spiich will take reasonable steps to restore affected functionality or provide a workaround.

5.9 Customer Responsibilities

Customer shall provide timely access to its CRM and other relevant systems, give the consents and notices required for Spiich to provide the Services, and offer reasonable cooperation and assistance in configuring and operating the Services. Customer is responsible for use of the Services by its Users.

5.10 Fair Use and Service Limits

1. Fair Use. The Conversational Assistant, Proactive Assistant, and Meeting Notetaker are provided on a fair use basis. Where a User's usage substantially and consistently exceeds typical usage across Spiich's customer base, Spiich may apply reasonable usage limits to that User, stating the proposed limit and the basis for it.
2. Capacity and Operational Limits. In addition, Spiich may impose reasonable rate limits, usage quotas, or other technical limits on the Services, in whole or in part, where reasonably necessary to manage service capacity, ensure fair access across its customer base, preserve the reliability or security of the Services, or address disproportionate operational cost. Spiich will apply such limits no more broadly than reasonably necessary. Because such conditions are often unpredictable, Spiich may apply such limits without prior notice.

5.11 Pilots and Beta Features

Where the applicable Order Form or Signup Terms so provides, Spiich may make the Services, or specified functionality within them, available to Customer on a pilot, trial, proof-of-concept, or evaluation basis (each a "Pilot"), or make available features or functionality that Spiich identifies as a pilot, trial, alpha, beta, preview, early access, or evaluation feature (each a "Beta Feature"). Notwithstanding any other provision of this Agreement, and in each case only in respect of the Pilot or the Beta Feature: (i) the Service Warranty in Section 11.1 does not apply, and the Pilot and any Beta Feature are provided "as is" and "as available" in accordance with Section 11.4; (ii) Spiich may modify, suspend, limit, or withdraw the Pilot or the Beta Feature at any time, in whole or in part, without liability, and its availability, scope, and duration are as Spiich determines from time to time; and (iii) Beta Features, and any information Customer or its Users obtain about them (including their existence, functionality, performance, and any related roadmap or release information), are Spiich's Confidential Information under Section 10, whether or not marked as such. Where a Pilot is offered free of charge or at a nominal fee, Customer's exclusive remedy in respect of the Pilot or any Beta Feature is to discontinue use, and Spiich has no obligation to refund or credit any fees.

6.1 Credit Grant

Each Base Seat includes the number of Credits per month set out in the applicable Order Form or Signup Terms. Credits are pooled at the account level and may be used by any User, regardless of the Base Seat to which they were allocated. Where a Base Seat is added during a Billing Period under Section 7.3, the Credits included for that Base Seat in the Billing Period in which it is added are pro-rated on the same basis as the corresponding fee. The number of Credits included per Base Seat is fixed for the duration of the then-current Term, and Spiich may change it only with effect from the start of a Renewal Term, on the notice Section 7.6 specifies for changes to recurring subscription fees.

6.2 Carry-over and Cap

Unused Credits carry over from month to month, up to any cap set out in the applicable Order Form or Signup Terms. Credits exceeding the cap expire on the first business day of the following Billing Period.

6.3 Consumption

A task consumes Credits only where the credit consumption rates set out in the applicable Order Form or Signup Terms, as updated by Spiich under Section 6.5, specify a rate for it. All other use of the Services does not consume Credits.

6.4 Credit Packages

Customer may purchase additional Credits at any time during the Term by activating Credit packages. The available Credit packages, and the terms on which they may be activated, are as set out in the applicable Order Form or Signup Terms or as otherwise made available by Spiich from time to time. Purchased Credits are pooled with granted Credits and subject to the same cap. Customer may activate Credit packages by Written Notice or through the account settings for Customer's Spiich account.

Credit packages are recurring fees forming part of the subscription, purchased under Section 7.3, and Sections 7 and 8 apply to them accordingly. Unless the applicable Order Form or Signup Terms states otherwise:

1. Fixed Terms. A package's monthly fee and Credit amount are fixed for the remainder of the then-current Term; Section 7.6 governs changes to the fee, and Spiich may change the Credit amount only with effect from the start of a Renewal Term, on the notice Section 7.6 specifies for the fee. Where a package is activated, or an upgrade takes effect, during a Billing Period, the Credits granted for that Billing Period are pro-rated on the same basis as the corresponding fee for that Billing Period; in each subsequent Billing Period the full monthly Credit amount applies.
2. Tier Changes. Upgrades take effect on activation, with only the difference between the higher-tier and current lower-tier monthly price billed pro rata for the remainder of the then-current Billing Period, calculated on a daily basis by reference to the number of days remaining in the Billing Period (including the day of activation) divided by the total number of days in that Billing Period; the full higher-tier price applies thereafter. Downgrades take effect at renewal.
3. Consumption Rates Unaffected. Fixing a package's monthly fee and Credit amount for a Term does not fix, or limit Spiich's right under Section 6.5 to change, the credit consumption rates that apply to use of the Services, including the use of Credits granted under any package.
4. Non-renewal. Customer may elect not to renew a package on its own, on the non-renewal notice Section 8.1 specifies for the then-current Term, in which case the package ends and the remainder of the subscription continues.

6.5 Changes to Rates and Chargeable Items

Notwithstanding the applicable Order Form or Signup Terms, Spiich may change its credit consumption rates, add or remove tasks or other chargeable items, and change which Services or tasks consume Credits, in each case on no less than five (5) days' Written Notice and without any formal amendment to the applicable Order Form or Signup Terms.

Where a change under this Section materially increases Customer's cost for equivalent usage:

1. Customer may object to the change by Written Notice given within five (5) days of Spiich's Written Notice of the change, and in any event before the change takes effect, stating the basis for the objection;
2. On an objection given within the period in Section 6.5(a), the Parties shall negotiate in good faith for a period of fifteen (15) days from the date of Customer's notice to resolve the matter; and
3. If the Parties do not reach resolution within that period, Customer may, by Written Notice given within a further ten (10) days, terminate any Credit package then in effect under the affected Order Form or Signup Terms, with effect from the end of the then-current Billing Period. On such termination, and notwithstanding any provision of this Agreement, the applicable Order Form or the applicable Signup Terms restricting cancellation of a Credit package, Customer is released from its commitment to that package for the remainder of the package's committed term, is liable only for the package fees accrued through the end of that Billing Period, and no such package renews unless Customer subsequently activates a new package.

The change takes effect for Customer in accordance with the notice given under this Section, whether or not Customer objects, and the Base Seats, any Meeting Notetaker Seats, and all other terms of the affected Order Form or Signup Terms continue in full force. Termination of a Credit package under this Section is Customer's sole remedy in respect of a change to which this Section applies.

7.1 Fees

Customer shall pay the fees set out in the applicable Order Form or Signup Terms. All fees are stated and payable in SEK, unless the applicable Order Form or Signup Terms specifies another currency, and exclusive of VAT and other applicable taxes, which Customer shall pay in addition.

7.2 Invoicing

Spiich invoices the recurring fees monthly in advance from Service Commencement. Invoices are payable within thirty (30) days of the invoice date, unless the applicable Order Form or Signup Terms states otherwise, including alternative billing methods such as card payment on charge for self-service subscriptions.

7.3 Expansion and Contraction

Customer may purchase additional Base Seats, Meeting Notetaker Seats, Credit packages, Managed Background Agents, or other add-ons during a Term at the applicable prices. Where those prices differ across sources, the following order of precedence applies, with the higher-ranked source prevailing over the lower-ranked source: (i) any price communicated to Customer by Spiich or its representatives specifically for Customer in writing, but only where such price is communicated after the Effective Date of the applicable Order Form; (ii) the applicable Order Form; (iii) the Signup Terms; and (iv) prices published on Spiich's website or in other public communications not directly addressed to Customer. For self-service subscriptions where no Order Form has been entered into, the order of precedence is: (i) any price communicated to Customer by Spiich or its representatives specifically for Customer (including by email, chat, meeting, or other individual communication), but only where such price is communicated after Customer's acceptance of the Signup Terms; (ii) the Signup Terms; and (iii) prices published on Spiich's website or in other public communications not directly addressed to Customer. Customer may make such purchases by adding Users or activating the relevant item directly through the Services or through the account settings for Customer's Spiich account. Any such action taken by a User with administrative rights binds Customer. Added items are billed pro rata for the remainder of the then-current Billing Period, calculated on a daily basis by reference to the number of days remaining in the Billing Period (including the day of activation) divided by the total number of days in that Billing Period, and renew with the subscription thereafter. Customer may reduce the number of Base Seats, Meeting Notetaker Seats, or other recurring items under a subscription by Written Notice or through the account settings for Customer's Spiich account, in each case before the end of the then-current Term. Any such reduction takes effect from the start of the next Term. The reduced quantities may not be lower than any minimum quantities set out in the applicable Order Form or Signup Terms (if applicable).

7.4 Late Payment

Spiich may charge interest on overdue undisputed amounts at the rate set by the Swedish Interest Act (Sw. räntelagen (1975:635)), unless the applicable Order Form or Signup Terms states otherwise, and may suspend the Services under Section 8 for non-payment of undisputed fees.

7.5 No Refunds

Fees are non-refundable except where this Agreement expressly provides otherwise.

7.6 Price Changes

Spiich may change the recurring subscription fees for any Renewal Term by Written Notice given before the end of the then-current Term as follows:

1. For monthly terms, at least ten (10) days before the end of the then-current Term; and
2. For terms longer than one month, at least thirty (30) days before the end of the then-current Term.

The new fees apply from the start of the Renewal Term. Recurring subscription fees are otherwise fixed for the duration of the then-current Term. This Section does not apply to Spiich's credit consumption rates, which are governed by Section 6.5.

8.1 Term and Auto-Renewal

A subscription begins on Service Commencement and continues for the Initial Term set out in the applicable Order Form or Signup Terms. Unless the applicable Order Form or Signup Terms specifies a later date, or Spiich agrees a later date by Written Notice, if Service Commencement has not occurred within thirty (30) days of the Effective Date for reasons attributable to Customer, Service Commencement is deemed to have occurred on the thirtieth day. At the end of the Initial Term, and at the end of each Renewal Term, the subscription automatically renews for a further Renewal Term of the same length, unless either Party gives Written Notice of non-renewal, or if Customer cancels through the account settings for Customer's Spiich account, in each case before the applicable deadline:

1. Monthly terms: Written Notice may be given at any time and takes effect at the end of the then-current Term.
2. Terms longer than one month: Written Notice must be given at least thirty (30) days before the end of the then-current Term.

Except where this Agreement expressly provides otherwise, on any termination or non-renewal Customer remains liable for the fees payable for the remainder of the then-current Term as set out in the applicable Order Form or Signup Terms. Termination does not relieve Customer of fees for the unexpired portion of the then-current Term. For the avoidance of doubt, Customer's commitment to the full Term attaches on the Effective Date. Customer may not cancel or terminate a subscription during the period between the Effective Date and Service Commencement except as expressly permitted under this Agreement.

8.2 Termination for Cause

Either Party may terminate the affected Order Form or the applicable Signup Terms, or this Agreement, for material breach if the breach remains uncured thirty (30) days after Written Notice describing it. Where Customer terminates for Spiich's material breach under this Section, Customer is not liable for fees for any period after termination takes effect, and Spiich will refund any prepaid fees for the unused period.

8.3 Suspension

Spiich may suspend the Services, in whole or in part, where:

1. Customer commits a material breach, including by failing to pay undisputed fees when due;
2. Continued access poses a security risk to the Services or others; or
3. Suspension is required by law.

Spiich will give notice before suspending where reasonably practicable and will restore the Services promptly once the cause is resolved.

8.4 Effect of Termination or Non-renewal

On termination or non-renewal, Customer's right to access the affected Services ends. Spiich will make Customer Data available for export for thirty (30) days after termination, after which it will delete Customer Data in accordance with Exhibit A (Data Processing Agreement). Termination does not affect fees accrued before it takes effect.

9.1 Spiich IP

Spiich and its licensors own all intellectual property rights in the Services, including the platform, software, models, and underlying technology, and all improvements to them. All rights not expressly granted in this Agreement are reserved by Spiich.

9.2 Right to Use

Subject to this Agreement, Spiich grants Customer a non-exclusive, non-transferable right to access and use the Services during the Term for Customer's internal business purposes. Customer shall not:

1. Make the Services available to anyone other than its Users;
2. Copy, modify, or create derivative works of the Services; or
3. Reverse engineer or attempt to derive the source code or models of the Services, except to the extent this restriction is prohibited by law.

9.3 Customer Data

As between the Parties, Customer owns all Customer Data. Customer grants Spiich a non-exclusive right to process Customer Data as needed to provide the Services and as set out in Exhibit A (Data Processing Agreement), as well as for the purposes set out in Section 9.6.

9.4 Outputs

As between the Parties, Customer owns the outputs generated for Customer through the Services. Outputs may incorporate data from third-party sources, which may be subject to the terms of those sources.

9.5 Feedback

Spiich may freely use any feedback or suggestions Customer or its Users provide about the Services, without restriction or obligation. No rights in the Services vest in Customer as a result of providing feedback.

9.6 Aggregated Data

Spiich may use data derived from use of the Services to operate, improve, and develop the Services, provided the data is aggregated and any personal data is pseudonymised so that it does not identify Customer, any User, or any individual. Spiich owns all such aggregated and pseudonymised data. Spiich processes personal data for such purposes as controller, as further described in Spiich's privacy notice available at spiich.ai/privacy.

9.7 Customer Reference and Logo Rights

Customer grants Spiich a non-exclusive, royalty-free licence to use Customer's name and logo during the Term to identify Customer as a customer of Spiich on its website and in marketing and promotional materials.

10.1 Confidential Information

"Confidential Information" means non-public information disclosed by one Party (the "Disclosing Party") to the other (the "Receiving Party") that is marked confidential or that a reasonable person would understand to be confidential from its nature or the circumstances of disclosure, including business, technical, commercial, and pricing information. Customer Data is Confidential Information of Customer.

10.2 Exclusions

Confidential Information does not include information that:

1. Is or becomes public through no fault of the Receiving Party;
2. Was rightfully known to the Receiving Party without obligation of confidence before disclosure;
3. Is rightfully received from a third party without obligation of confidence; or
4. Is independently developed by the Receiving Party without use of the Confidential Information.

10.3 Obligations

The Receiving Party shall use the Disclosing Party's Confidential Information only to perform or exercise its rights under this Agreement, protect it with at least the care it uses for its own confidential information and no less than reasonable care, and disclose it only to its personnel, advisers, and subcontractors who need it and are bound by confidentiality obligations no less protective than this Section.

10.4 Compelled Disclosure

The Receiving Party may disclose Confidential Information where required by law or legal process, provided it gives the Disclosing Party reasonable prior notice where lawful and discloses only what is required.

10.5 Return and Survival

On termination, the Receiving Party shall return or destroy the Disclosing Party's Confidential Information on request, except for Customer Data, which is handled under Section 8.4 and Exhibit A (Data Processing Agreement), and except for copies retained in routine backups or as required by law. The obligations in this Section apply during the Term and for two (2) years after, except that Confidential Information that is a trade secret remains protected for as long as it remains a trade secret under applicable law.

11.1 Service Warranty

Spiich warrants that the Services will perform materially in accordance with this Agreement. If the Services materially fail to do so and Spiich, after Written Notice describing the failure, repeatedly fails to take reasonable steps to resolve it, Customer may treat the failure as a material breach and terminate under Section 8.2. This is Customer's sole and exclusive remedy for breach of the Service Warranty.

11.2 No Guarantee of Results

The Services support Customer's sales and customer success activities but do not guarantee any particular business outcome, including any level of leads, meetings, revenue, or conversion.

11.3 AI Outputs

The Services use artificial intelligence to generate outputs. Customer acknowledges that such outputs may be inaccurate, incomplete, or out of date, and that Customer is responsible for reviewing and verifying them before relying on them or acting on them. Spiich does not warrant the accuracy, completeness, or reliability of AI-generated outputs.

11.4 Disclaimer

Except as expressly stated in this Agreement, the Services are provided "as is" and "as available", and Spiich disclaims all other warranties, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the fullest extent permitted by law.

12.1 Customer Indemnification

Customer shall defend Spiich, its officers, directors, employees, and agents against any third-party claim, and indemnify them against the resulting losses, damages, liabilities, costs, and reasonable legal fees finally awarded or agreed in settlement, to the extent arising from:

1. Customer's or its Users' failure to obtain a consent or give a notice required for the recording or transcription of meetings, or any other breach of Customer's obligations under this Agreement;
2. Customer Data, or Spiich's processing of Customer Data or performance of the Services in accordance with Customer's instructions, including any claim that Customer Data or those instructions infringe the rights of a third party or violate applicable law; or
3. Customer's use of the outputs of the Services.

12.2 Spiich Indemnification

Spiich shall defend Customer against any third-party claim that the Services, as provided by Spiich and used in accordance with this Agreement, infringe that third party's intellectual property rights, and indemnify Customer against losses finally awarded or agreed in settlement. This does not apply to claims arising from:

1. Customer Data;
2. Use of the Services in breach of this Agreement;
3. Combination of the Services with anything not provided by Spiich where the claim would not have arisen but for the combination;
4. Modifications not made by Spiich; or
5. Any claim arising from or in connection with outputs generated by the Services using artificial intelligence, including any claim that such outputs are substantially similar to or reproduce third-party content.

If such a claim arises or is likely, Spiich may at its option procure the right for Customer to continue using the Services, modify them to be non-infringing, or terminate the affected Order Form or the applicable Signup Terms and refund prepaid fees for the unused period. This states Spiich's entire liability and Customer's exclusive remedy for intellectual property infringement by the Services.

12.3 Procedure

The Party seeking indemnification shall promptly notify the other of the claim, give the indemnifying Party sole control of its defence and settlement, and provide reasonable cooperation at the indemnifying Party's expense. Failure to notify promptly relieves the indemnifying Party only to the extent it is prejudiced. The indemnifying Party shall not settle a claim in a way that imposes a non-monetary obligation on, or admits fault of, the indemnified Party without its prior written consent, not to be unreasonably withheld. The indemnified Party may participate in the defence with its own counsel at its own expense.

13.1 Exclusion of Indirect Damages

Neither Party is liable for any indirect, incidental, consequential, special, or punitive damages, or for any loss of profits, revenue, data, or goodwill, however caused, even if advised of the possibility.

13.2 Cap

Each Party's total aggregate liability arising out of or relating to this Agreement is limited to the total fees paid or payable by Customer under the applicable Order Form or Signup Terms in the twelve (12) months preceding the event giving rise to the liability.

13.3 Exceptions

The exclusion in Section 13.1 and the cap in Section 13.2 do not apply to:

1. Customer's obligation to pay fees due under this Agreement;
2. Customer's indemnification obligations under Section 12.1;
3. Either Party's liability for gross negligence or wilful misconduct; or
4. Liability that cannot be limited or excluded under applicable law.

14.1 Roles

In processing personal data under this Agreement, Customer is the controller and Spiich is the processor, each as defined in Exhibit A of this Agreement, except in relation to the aggregated and pseudonymised data described in Section 9.6, for which Spiich acts as controller. Customer determines the purposes and means of processing carried out by Spiich as processor; Spiich processes such personal data on Customer's documented instructions.

14.2 Compliance

Each Party shall comply with applicable data protection law in performing this Agreement. Customer is responsible for ensuring it has a lawful basis to provide Customer Data to Spiich and for the Services to process it as contemplated by this Agreement.

14.3 Data Processing Agreement

The Parties' data protection obligations are set out in Exhibit A (Data Processing Agreement), which forms part of this Agreement. In the event of any conflict between this Agreement and Exhibit A (Data Processing Agreement) as to the processing of personal data, Exhibit A (Data Processing Agreement) prevails, except that where the applicable Order Form or Signup Terms specifies a data protection election expressly contemplated by Exhibit A (including any EU Processing Election), that election modifies Exhibit A for the relevant subscription to the extent so specified.

14.4 Processing Location

Spiich processes personal data on a worldwide basis, unless the applicable Order Form or Signup Terms includes an EU Processing Election, in which case Spiich stores and processes Customer production data within the EU/EEA, in each case as further described in Exhibit A (Data Processing Agreement) and Annex 1 thereto.

15.1 Governing Law

This Agreement is governed by the laws of Sweden, without regard to its conflict-of-laws rules.

15.2 Disputes

Any dispute arising out of or relating to this Agreement shall first be referred to the Parties for resolution in good faith. If the dispute is not resolved within fifteen (15) business days, disputes below SEK 1,000,000 shall first be referred to a mutually selected independent mediator. If the Parties cannot agree on a mediator within fifteen (15) business days, or the mediator does not resolve the dispute within thirty (30) business days of appointment, either Party may refer the dispute to arbitration. Disputes at or above SEK 1,000,000 may be referred directly to arbitration. Arbitration shall be administered by the Arbitration Institute of the Stockholm Chamber of Commerce (SCC), seated in Stockholm, conducted in English, before one (1) arbitrator. The arbitration proceedings shall be conducted in accordance with the Rules for Expedited Arbitrations of the SCC Arbitration Institute.

15.3 Carve-outs

Notwithstanding Section 15.2:

1. The obligation to refer a dispute to mediation before arbitration does not apply to a claim for undisputed fees where Customer has not contested the relevant invoice by Written Notice within fifteen (15) business days of the invoice date, and Spiich may initiate payment order proceedings (Sw. betalningsföreläggande) before the Swedish Enforcement Authority (Sw. Kronofogdemyndigheten) in respect of such undisputed fees.
2. Either Party may bring a dispute directly before the Stockholm District Court (Sw. Stockholms tingsrätt) as court of first instance, without prior mediation or arbitration, where the dispute (i) relates solely to the payment of one or more invoices under this Agreement and does not involve any other substantive dispute under this Agreement (including any dispute relating to the Services, warranties, indemnification, intellectual property, data protection, or termination), and (ii) the aggregate amount in dispute does not exceed SEK 250,000, exclusive of interest and costs. If the amount subsequently exceeds that threshold, or the dispute is subsequently expanded to include any such other substantive matter, either Party may, on Written Notice, require that the dispute be referred to mediation and arbitration in accordance with Section 15.2, in which case the court proceedings shall be stayed or discontinued accordingly.
3. Either Party may at any time apply to the Stockholm District Court (Sw. Stockholms tingsrätt) or any other court of competent jurisdiction for interim or injunctive relief, without such application constituting a waiver of the obligation to refer the underlying dispute to mediation or arbitration in accordance with Section 15.2.

16.1 Notices

Notices under this Agreement shall be in writing and given by email to the address designated by the receiving Party, or by other means the Parties agree in writing. Notices to Spiich shall be sent to hello@spiich.ai. Notices to Customer shall be sent to the email address set out in the applicable Order Form or, for self-service subscriptions, the email address registered for Customer's Spiich account. A notice is deemed received on the first business day after confirmed delivery.

16.2 Amendments

Spiich may modify this Agreement on thirty (30) days' Written Notice. If a modification materially and adversely affects Customer, Customer may terminate the affected Order Form or the applicable Signup Terms by Written Notice before it takes effect, with no liability for the unexpired Term. Continued use after the effective date of the modification constitutes acceptance. This Section 16.2 does not apply to changes to fees, prices, credit consumption rates, or other chargeable items or Credit-related terms, which are governed exclusively by Sections 6.5, 7.3 and 7.6 (as applicable), and no such change constitutes a modification of this Agreement for the purposes of this Section 16.2.

16.3 Assignment and Change of Control

Neither Party may assign or transfer this Agreement without the other Party's prior written consent, except that Spiich may assign it in full, on notice to the Customer, to an affiliate or to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets. This Agreement continues in effect on a change of control, merger, or acquisition of either Party and binds that Party's permitted successors and assigns, unless terminated in accordance with this Agreement.

16.4 Force Majeure

Neither Party is liable for any delay or failure to perform, other than a payment obligation, caused by events beyond its reasonable control, including natural disasters, war, terrorism, pandemic, labour disputes, and failures of power, telecommunications, or third-party services. The affected Party shall notify the other and use reasonable efforts to mitigate. If the event continues for more than sixty (60) days, either Party may terminate the affected Order Form or the applicable Signup Terms on Written Notice, without further liability for the unexpired Term.

16.5 Subcontractors

Spiich may use subcontractors to provide the Services and remains responsible for their performance. Subcontractors processing personal data are engaged as sub-processors under Exhibit A (Data Processing Agreement).

16.6 Entire Agreement

This Agreement, together with each Order Form or the Signup Terms (as applicable) and Exhibit A (Data Processing Agreement), is the entire agreement between the Parties on its subject matter and supersedes all prior discussions and agreements. Customer has not relied on any statement or representation not set out in this Agreement.

16.7 Severability

If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, or if it cannot be, severed, and the remaining provisions continue in effect.

16.8 Waiver

A failure or delay in exercising any right under this Agreement is not a waiver of it, and no single or partial exercise prevents any further exercise.

16.9 No Third-Party Beneficiaries

This Agreement does not confer any right on any person who is not a party to it.

16.10 Survival

Sections 9, 10, 11, 12, 13, 14, and 15, and any other provision that by its nature should survive, survive termination or expiration of this Agreement, together with Exhibit A (Data Processing Agreement) to the extent it so provides.

16.11 Headings and Interpretation

Headings are for convenience only and do not affect interpretation. "Including" means "including without limitation".

A.0 Definitions and Interpretation

In this Exhibit A:

"Data Protection Laws" means all laws applicable to the processing of personal data under this Agreement, including (i) Regulation (EU) 2016/679 (the "GDPR"), (ii) the UK General Data Protection Regulation as defined in section 3(10) of the UK Data Protection Act 2018 (the "UK GDPR"), and (iii) the UK Data Protection Act 2018, in each case as amended or superseded from time to time.

The terms "controller", "processor", "sub-processor", "data subject", "personal data", "personal data breach", "processing" (and "process"), "pseudonymisation" (and "pseudonymised"), "special categories of personal data", "supervisory authority", and "international transfer" have the meanings given to them in the GDPR; and where the UK GDPR applies to the relevant processing, those terms have the corresponding meanings given in the UK GDPR.

References in this Exhibit A to specific Articles or Chapters of the GDPR are, where the UK GDPR applies to the relevant processing, to be read as references to the corresponding Articles or Chapters of the UK GDPR.

In the event of any conflict between the Agreement and this Exhibit A as to the processing of personal data, this Exhibit A prevails. Where the applicable Order Form or Signup Terms specifies a data protection election expressly contemplated by this Exhibit A, that election modifies this Exhibit A for the relevant subscription to the extent so specified.

A.1 Roles

Customer is the data controller. Spiich is the data processor, processing personal data solely on behalf of Customer to provide the Services.

A.2 Purpose

Spiich processes personal data solely to provide the Services as described in this Agreement. For the avoidance of doubt, Spiich may process pseudonymised and aggregated Customer Data using new methods, models, or analytical approaches provided that such processing serves the purpose of delivering or enhancing the Services. Spiich processes personal data for such purposes as controller, as further described here.

A.3 Data Types

Personal data processed includes: professional data (names, titles, LinkedIn URLs), phone numbers, email addresses, meeting transcripts, notes, company information, and lead data.

A.4 Special-Category and Restricted Data

The Services are not designed or intended to process special-category personal data (Article 9 GDPR), data relating to criminal convictions and offences (Article 10 GDPR), or other personal data requiring heightened protection. Customer shall not submit such data to the Services and shall use reasonable efforts to avoid it being captured by the Services, including in meeting transcripts and notes.

To the extent any such data is nonetheless submitted by Customer or its Users, or captured by the Services at Customer's direction, Customer is solely responsible for ensuring a valid lawful basis and any additional condition required under Articles 9 or 10 GDPR, and Spiich processes that data as part of Customer Data under the same terms as all other personal data under this Exhibit.

A.5 Data Subjects

Data subjects include Customer's Users, prospects, and leads whose data is processed through the Services.

A.6 Duration

Processing continues for the Term of the applicable Order Form or Signup Terms plus the 30-day data export period following termination of that Order Form or Signup Terms.

A.7 Security

Spiich implements and maintains appropriate technical and organizational measures to ensure a level of security appropriate to the nature of the personal data processed, as further described in Annex 1 to this Exhibit A.

A.8 Sub-processors

Spiich may engage sub-processors to provide the Services. A current list is available upon request. Spiich shall notify Customer at least fifteen (15) days prior to engaging any new sub-processor or replacing an existing sub-processor. Customer may object to a new sub-processor on reasonable grounds related to data protection by providing Written Notice within ten (10) days of receiving notification.

If Customer objects, the Parties shall negotiate in good faith to resolve the concern. If no resolution is reached within fifteen (15) days of Customer's objection, Customer may, as its sole remedy, discontinue use of the specific part of the Services that relies on the new sub-processor and receive a pro-rata refund of any prepaid fees attributable to that part of the Services. Customer shall not be entitled to terminate the applicable Order Form, the applicable Signup Terms or this Agreement on this basis alone.

Spiich shall impose data protection obligations on sub-processors no less protective than those set forth in this Exhibit A.

A.9 Data Subject Rights

Spiich will assist Customer in responding to data subject requests according to GDPR Chapter 3 (access, rectification, erasure, portability, information, restriction, objection) to the extent technically feasible.

A.10 Breach Notification

Spiich will notify Customer of any personal data breach without undue delay of Spiich becoming aware of it, including information necessary for Customer to fulfill its notification obligations.

A.11 Audit

Upon reasonable notice, and no more than once per calendar year (except where required by a supervisory authority or following a personal data breach), Spiich will provide Customer with information necessary to demonstrate compliance with this Exhibit A. Spiich may satisfy audit requests through third-party certifications or reports. Customer bears its own costs, and Spiich's reasonable costs, of any audit requested beyond such certifications or reports.

A.12 Deletion

Upon termination of the applicable Order Form or Signup Terms and expiration of the 30-day export period, Spiich will delete the personal data processed under that Order Form or Signup Terms, unless retention is required by law.

A.13 International Transfers

Spiich and/or its subprocessors processes personal data on a worldwide basis, including in the United States and other jurisdictions outside the EU/EEA. Where the applicable Order Form or Signup Terms so specifies ("EU Processing Election"), Spiich will store and process Customer production data within the EU/EEA in accordance with Section 1.1 of Annex 1 to this Exhibit A, subject to the limited exception for web-search providers in Section 1.2 of Annex 1 which applies in all cases. Where personal data is processed outside the EU/EEA, Spiich ensures appropriate safeguards are in place, including the EU Standard Contractual Clauses or equivalent transfer mechanisms.

A.14 Documented Instructions

Spiich shall process personal data only on documented instructions from Customer, including with regard to transfers of personal data to a third country, unless required to do so by EU or Member State law to which Spiich is subject. In such a case, Spiich shall inform Customer of that legal requirement before processing, unless prohibited by law. If Spiich considers that an instruction infringes applicable data protection law, Spiich shall immediately inform Customer.

A.15 Data Protection Impact Assessments

Spiich shall provide reasonable assistance to Customer in conducting data protection impact assessments and prior consultations with supervisory authorities, to the extent that such assessments relate to Spiich's processing of personal data under this Agreement.

A.16 Employee Confidentiality

Spiich shall ensure that all persons authorized to process personal data under this Agreement are bound by appropriate obligations of confidentiality.

A.17 Limitation of Liability

Each Party's liability to the other arising out of or relating to this Exhibit A, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, is subject to the exclusions and limitations set out in Section 13 of the Agreement (Limitation of Liability), which apply to claims under this Exhibit A in the same manner as they apply to claims under the Agreement generally.

1.1 Processing location

By default, Customer production data may be stored and processed on a worldwide basis, including in the United States and other jurisdictions outside the EU/EEA, using cloud and infrastructure providers selected by Spiich. Where the applicable Order Form or Signup Terms includes an EU Processing Election, Customer production data (including application infrastructure, databases, and large language model inference) is stored and processed within the EU/EEA, except for the processing described in Section 1.2 of this Annex.

1.2 Web-search providers

Regardless of whether Customer has made an EU Processing Election, a limited set of web-search providers used for web research are hosted outside the EU/EEA. These providers receive only agent-generated search queries on a tenant-unattributed basis. Such queries are generated by the Services rather than submitted by Users and may include personal data. Spiich has carried out a transfer impact assessment in respect of these providers, which is available to Customer on request, subject to confidentiality.

2.1 In transit

Personal data is encrypted in transit using TLS 1.2 or higher for all public endpoints.

2.2 At rest

Personal data is encrypted at rest using AES-256.

3.1 Least privilege

Access to systems processing Customer Data is governed by the principle of least privilege.

3.2 Administration

Access is administered through per-service identity and access management roles, without shared administrative accounts, and production access is restricted to authorized senior personnel.

3.3 Deployment

Federated workload identity is used for continuous integration and deployment.

3.4 Multi-factor authentication

Multi-factor authentication is required for access to internal systems and administrative interfaces used in connection with the Services, including workspace, source control, and cloud provider consoles.

4.1 Tenant isolation

Customer Data is segregated from the data of other customers through per-tenant database schemas.

5.1 Scoped authorization

Access to Customer's connected systems (such as email, calendar, and CRM) is granted only through scoped authorizations that Customer approves at the point of connection. Spiich accesses those systems solely within the scopes Customer grants.

5.2 Revocation

Customer may disconnect any connected system and revoke Spiich's access at any time, which resets the associated stored access credentials.

5.3 Field-level control

Customer may restrict the CRM objects and fields that the Services may read from or write to.

6.1 Logging

Spiich maintains centralized, structured logging of relevant system and security events.

6.2 Monitoring

Spiich monitors system activity and maintains observability of automated and agent activity, to support detection, investigation, and response.

7.1 Backups

Spiich maintains automated backups with a retention period of at least fifteen (15) days, and point-in-time recovery within the backup window.

7.2 Redundancy

Backups are stored across at least two regions. Where the applicable Order Form or Signup Terms includes an EU Processing Election, backups of Customer production data are stored across at least two regions within the European Union, subject to the exception in Section 1.2 of this Annex.

7.3 Deletion protection

Deletion protection is enabled to guard against accidental removal.

8.1 Process

Spiich maintains an incident management process with defined roles for detection, triage, containment, eradication, recovery, and post-incident review.

8.2 Breach notification

Notification of personal data breaches is governed by Clause A.10 of Exhibit A.

9.1 Frequency

Spiich conducts security testing and assessments of the Services at least annually.

9.2 Assessments

Spiich has completed a CASA Tier 2 assessment (TAC Security) and performs ongoing internal security testing.

10.1 Untrusted input

External content processed by the Services is treated as untrusted input.

10.2 Instruction isolation

System-level safeguards instruct automated agents to disregard instructions embedded within such content and to treat it as data rather than as commands.

10.3 Output validation

Tool outputs are validated against defined schemas where applicable, and duplicate-detection is performed prior to writes to Customer's CRM.

11.1 Background checks

Background checks are performed, to the extent permitted by applicable law, for personnel with access to Customer Data and critical systems.

11.2 Confidentiality

Personnel authorized to process personal data are bound by obligations of confidentiality.

12.1 Authorized access

Access to conversations and related Customer Data for authorized maintenance and security purposes is limited to authorized Spiich personnel, subject to the access controls in Section 3 and the confidentiality obligations in Section 11.2 of this Annex.