Terms of Service

By installing and/or using the Labelf Service, I hereby agree and consent to be bound by the terms and conditions set out in these terms of service.

I hereby warrant that I am authorized to enter into binding agreements and contracts on behalf of the Licensee.

1. Definitions

Definitions shall, irrespectively of whether used in singular or plural, in definite or indefinite form, have the defined meaning as set out below when used with a capital initial letter.

• "Agreement" means these Labelf terms of service.
• "Confidential Information" means all information of any nature (whether oral, written, electronic or any other form) disclosed by either Party before or after the effective date of the Agreement relating to the disclosing Party, to its business, technology, partners, affiliates, customers and/or suppliers and irrespective of whether such information is retained in the form in which it was provided to the other Party or is contained or reflected in notes or other documents prepared by the disclosing Party.
• "Intellectual Property Rights" means all present and future rights, title and interest whatsoever (whether legal or beneficial and whether registered or unregistered), in the copyright and in any design rights, trademarks, patents, rights or protections or similar to copyright (including all moral rights), topography rights, software programs, applications, database rights, know-how, trade names, trade secrets, inventions and other intangible proprietary information.
• "Labelf" means Labelf AB, reg. no. 559305-6038.
• "Licensee" means the natural person or a legal entity that is granted the license to the Labelf Service or otherwise uses the license to the Labelf Service in accordance with this Agreement.
• "Party" means Labelf AB and Licensee respectively and "Parties" means Labelf AB and the Licensee jointly.
• "Service" means, either as a free to use service or on a subscription basis, the Labelf AI platform developed and provided by Labelf (together with any updates or upgrades provided to Licensee by Labelf) and associated media and documentation, and embedded versions of third party tools and software.
• "Subscription day" means the day of the month that the party subscribed to the service, and will be the invoice day of each month.

2. General

This Agreement governs the Licensee's use of the Service developed by Labelf, solely for the Licensee's internal use.

The Service is an AI platform developed and maintained by Labelf that can be used for training, deploying and using AI models.

Labelf reserves the right to amend and update the Agreement at its own discretion. Labelf shall inform the Licensee of any amendments to the Agreement no later than ninety (90) days prior the change coming into effect. The Licensee has a right to terminate the Agreement with thirty (30) days' notice if the Licensee does not accept the price change.

Natural individuals who are consumers, as defined under applicable law, may have additional rights going further than what is stated in this Agreement. Labelf will always recognise consumer protection legislation.

3. License

Subject to Licensee's compliance with the terms and conditions of this Agreement, Labelf grants Licensee a limited, revocable, non-exclusive, non-transferable and non-sublicensable right to use the Service in the form provided, solely for the Licensee's internal use.

Licensee has no right to permit any third party to use, copy or otherwise reproduce, all or any part of the Service except as expressly authorized herein.

Licensee shall not sell, lease, exchange, mortgage, pledge, license, sublicense, assign, distribute or in any other way convey the Service or any portion thereof unless as explicitly stated in this Agreement.

Licensee shall not separate any part of the Service in order to create a standalone product for research, development, marketing or for other purposes. The Licensee has no right to modify the Service and/or create derivative works thereof.

Any notices of copyright or other Intellectual Property Right concerning ownership rights of the Service may not be altered or deleted.

Any third party tools or software included in the Service may also be subject to separate license agreement with such third party. Labelf is not liable for any third party tools or software or the Licensee's use thereof.

If the Licensee has chosen any paid version of the Service, the right to use the Service is further subject to correct and timely payment of the subscription fee.

4. Right to Data

Licensee shall own and be fully responsible for any input data in the Service. Licensee understands and acknowledges that Labelf cannot supervise or screen the input-data that the Licensee uploads to the Service. The Licensee is solely responsible for ensuring that input data uploaded and processed in the Service complies with all applicable legal requirements.

5. New Versions

The terms and conditions of this Agreement apply to updates, upgrades and supplements to the original Service, unless Labelf provides other terms along with the update, upgrade or supplement.

Licensee acknowledges and agrees that Labelf may stop providing and/or modify the Service (or any features within the Service) at Labelf's sole discretion, subject to 30 days' prior notice to Licensee.

6. Compensation and Payment

The Licensee may choose which version of the Service to use on the platform. The free version includes some restrictions and may not include the same functions and features as when the Service is provided on a subscription basis.

The price, when applicable, is stated on Labelf's website. Labelf reserves the right to amend the price at its own discretion with ninety (90) days' prior notice. The Licensee has a right to terminate the Agreement with thirty (30) days' notice if the Licensee does not accept the price change.

The pricing model is based on different levels of expected use and consists of a fixed fee as well as one fee based on the actual monthly use.

Unless otherwise agreed in writing, payment shall be made within thirty (30) days of the Licensee's receipt of the monthly invoice. In the event of delay, Labelf shall be entitled to interest in accordance with the Swedish Interest Act (1975:635).

7. No Warranty

Except as expressly specified herein, the Service and any additional products and services are provided "as is" and "as available" without warranty of any kind, whether express or implied.

Labelf does not warrant that the output of the Service will be correct, error-free or otherwise meet the Licensee's requirements. The Licensee agrees and acknowledges that the Service is an AI based module that requires training in order to function as intended.

8. Limitation of Liability

To the maximum extent permitted by mandatory law, Licensee assumes the entire risk of using and installing the Service.

Labelf is under no circumstances liable for direct damages, indirect damages, special damages, consequential damages including, but not limited to, loss of profits or loss of data, which may result from the use of the Service.

9. Indemnification

To the maximum extent permitted by mandatory law, the Licensee agrees to defend, indemnify and hold harmless Labelf and Labelf's directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings relating to non-compliance by the Licensee with this Agreement, the Licensee's use of the Service, or any violation of applicable law.

10. Intellectual Property Rights

The title to and ownership of, and all Intellectual Property Rights to the Service shall remain with Labelf (or its third party licensors, as applicable). This Agreement does not imply that any other rights are granted to the Licensee other than the license to use the Service solely for the Licensee's internal use.

11. Personal Data

Each Party shall process personal data in accordance with applicable laws and regulations, including the General Data Protection Regulation (GDPR).

Labelf will act as the Licensee's data processor in relation to any processing of personal data carried out by Labelf on behalf of the Licensee. Such processing shall be governed by the data processing agreement (Appendix 1).

Licensee undertakes to refrain from uploading any data that includes special categories of personal data (sensitive personal data) as set out in Article 9 and 10 of the GDPR.

12. Termination

Each Party may terminate the Agreement at any time with 30 days' notice.

Labelf may terminate the Agreement with immediate effect if Licensee fails to comply with the terms of the Agreement.

13. Confidentiality

Each Party shall maintain strict confidence and shall not disclose to any third party any Confidential Information which comes into that Party's possession.

14. Law and Dispute Resolution

This Agreement shall be governed by the substantive law of Sweden, without regard to its principles and rules on conflict of laws.

Any dispute arising out of or in connection with this Agreement shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (SCC).

The seat of arbitration shall be Stockholm. The language shall be English.

Appendix 1 — Data Processing Agreement

This DPA sets out the rights and obligations of the data controller and the data processor, when processing personal data on behalf of the data controller, in compliance with Article 28(3) of the GDPR.

Nature and Purpose of Processing

The data processor processes personal data to deliver, charge for and improve the services.

Duration

The duration of the processing is bound to the subscription period.

Categories of Data Subjects

Subscribers to the service and their data.

Types of Personal Data

• Name
• Email
• Address
• Individuals appearing in customer data

Security Measures

The data processor complies with the Swedish Data Inspection Board's general guidelines regarding security for personal data. Access is restricted on a need-to-know basis, premises are protected, and all processing can be logged and traced.

Sub-processors

Appendix 2 — Fair and Permitted Use

The Licensee may use the Service to train one or more AI model(s) using the Licensee's data. The Licensee may use the Service internally within its operations. Further, the Licensee may use the results of the model(s), or the trained model(s) itself in relation to its customers.

The Licensee may not try to emulate the Service for any other purpose, for instance creating a platform and/or a similar service derived from, based on or inspired in any way by the Service.

Labelf AB, reg. no. 559305-6038, Gamla Brogatan 26, 111 20 Stockholm, Sweden. Contact: legal@labelf.ai