Terms of Service

1. Acceptance of Terms

By accessing or using the Ethira platform and related services (the "Service"), you agree to be bound by these Terms of Service ("Terms"). If you are using the Service on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation to these Terms, and "you" refers to both you and that organisation.

If you do not agree to these Terms, you must not access or use the Service.

These Terms constitute a legally binding agreement between you and Ethira AB ("Ethira", "we", "us", or "our"), a company registered in Sweden under registration number 559531-1480, with its registered office at Luntmakargatan 26, 111 37 Stockholm, Sweden.

2. Description of Service

Ethira provides an AI accountability and governance platform that helps organisations discover AI tools in use, manage third-party risk, govern AI agents, maintain ICT asset inventories, and demonstrate compliance with applicable regulations including the EU Digital Operational Resilience Act (DORA), ISO 42001, and ISO 22301.

The Service is provided on a software-as-a-service (SaaS) basis. Features and functionality may change over time. We will endeavour to give reasonable notice of material changes.

2.1 Beta and preview features

From time to time, we may make features available as "Beta", "Preview", "Early Access", or similarly labelled releases. Such features are provided for evaluation purposes only. They are excluded from all warranties in Section 9 and may be modified, suspended, or discontinued at any time without notice. Do not rely on beta features for production or compliance-critical use cases.

2.2 Third-party integrations

The Service may integrate with or connect to third-party services (including but not limited to Google Workspace, Slack, and identity providers). Ethira does not control, and is not responsible for, the availability, accuracy, or conduct of any third-party service. Your use of third-party services is subject to their respective terms and privacy policies. Ethira shall not be liable for any interruption, data loss, or other harm arising from a third-party service's actions or policy changes.

3. Account Registration and Responsibilities

3.1 Account creation

To use the Service, you must create an account by providing accurate, complete, and current information. You are responsible for maintaining the accuracy of your account information throughout your use of the Service.

3.2 Account security

You are responsible for:

• Keeping your login credentials confidential.
• All activity that occurs under your account, whether or not authorised by you.
• Notifying us immediately at hello@ethira.dev if you become aware of any unauthorised access to your account.

You must not share your account credentials with third parties or permit others to access the Service using your credentials.

3.3 Workspace administrators

If you are a workspace administrator, you are also responsible for the conduct of all users you invite to your workspace and for ensuring that those users are aware of and comply with these Terms.

3.4 Eligibility

The Service is intended for use by businesses and professionals. By creating an account, you represent that you are at least 18 years of age and are using the Service for business or professional purposes, not for personal, household, or consumer purposes.

4. Subscription Plans and Fees

4.1 Plans

The Service is offered on a subscription basis. Details of available plans, pricing, and included features are provided on our website or agreed separately in a written order form or agreement.

4.2 Payment

Where fees are applicable, payment terms and conditions are set out in your order form or the pricing plan you select at sign-up. All fees are exclusive of applicable taxes (including VAT) unless stated otherwise.

4.3 Renewals and cancellations

Subscriptions renew automatically at the end of each billing period unless cancelled at least 30 days before the renewal date. Instructions for cancellation are available in your account settings or by contacting hello@ethira.dev.

4.4 Refunds

Fees paid in advance are non-refundable except as required by applicable law or as expressly stated in your order form.

4.5 Free trials and evaluation access

If you access the Service under a free trial or evaluation plan, we reserve the right to terminate or convert your access at the end of the trial period. Features available during a trial may differ from paid plans.

5. Acceptable Use Policy

You agree not to use the Service to:

• Violate any applicable law, regulation, or third-party rights.
• Upload, transmit, or distribute content that is unlawful, harmful, defamatory, obscene, or otherwise objectionable.
• Attempt to gain unauthorised access to the Service, its underlying systems, or any other user's account or data.
• Interfere with or disrupt the integrity or performance of the Service.
• Use the Service to process or store data in a manner that violates the privacy rights of individuals, including in breach of the General Data Protection Regulation (GDPR) or other applicable data protection laws.
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service, except to the extent expressly permitted by applicable law.
• Resell, sublicense, or make the Service available to third parties in a manner not expressly permitted by these Terms or an applicable order form.
• Use automated scripts or bots to access the Service in a manner that places an unreasonable burden on our infrastructure.
• Use the Service to develop a competing product or service.

We reserve the right to suspend or terminate access for any user or workspace found to be in breach of this policy.

6. Intellectual Property

6.1 Our intellectual property

All rights, title, and interest in and to the Service, including all software, algorithms, designs, trademarks, logos, and documentation, are and remain the exclusive property of Ethira or its licensors. Nothing in these Terms grants you any right in or to our intellectual property other than the limited licence to use the Service as set out in these Terms.

6.2 Licence to use the Service

Subject to your compliance with these Terms and payment of any applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service during your subscription term solely for your internal business purposes.

6.3 Your content

You retain all ownership rights in any data, documents, or content you upload to the Service ("Customer Data"). You grant Ethira a limited licence to process and store Customer Data solely to the extent necessary to provide the Service to you.

6.4 Feedback

If you provide us with feedback, suggestions, or ideas regarding the Service, you grant us an irrevocable, perpetual, royalty-free licence to use, reproduce, and incorporate that feedback into the Service without any obligation to you.

7. Data Processing and Privacy

7.1 Data processing agreement

When Ethira processes personal data on your behalf as a data processor, the parties are subject to our Data Processing Agreement (DPA), which is incorporated by reference into these Terms. A copy is available on request at privacy@ethira.dev.

7.2 Privacy Policy

Our collection and use of your personal data as a data controller is described in our Privacy Policy. By using the Service, you acknowledge that you have read and understood the Privacy Policy.

7.3 Your responsibilities as a data controller

Where you use the Service to process personal data of your employees, customers, or other individuals, you are acting as the data controller for that processing. You are responsible for ensuring that you have an appropriate legal basis for processing such data and for complying with all applicable data protection laws.

8. Confidentiality

8.1 Definition

"Confidential Information" means any non-public information disclosed by one party to the other in connection with the Service that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

8.2 Obligations

Each party agrees to:

• Keep the other party's Confidential Information strictly confidential.
• Use the other party's Confidential Information only for the purposes of performing obligations or exercising rights under these Terms.
• Not disclose the other party's Confidential Information to any third party except to employees, contractors, or advisors who need to know it and are bound by confidentiality obligations at least as protective as those in these Terms.

8.3 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach of these Terms; (b) was already known to the receiving party without restriction; (c) is independently developed by the receiving party without use of the Confidential Information; or (d) is required to be disclosed by law or court order, provided reasonable prior notice is given to the disclosing party where legally permissible.

9. Warranties and Disclaimers

9.1 Our warranties

We warrant that: (a) the Service will perform materially in accordance with our help centre documentation and technical guides published at ethira.dev as updated from time to time; and (b) we will implement commercially reasonable technical and organisational security measures to protect Customer Data against unauthorised access, disclosure, or loss.

9.2 Disclaimer

To the maximum extent permitted by applicable law, the Service is provided "as is" and "as available". We make no warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

We do not warrant that the Service will be uninterrupted, error-free, or free from viruses or other harmful components. We do not warrant that any specific output generated by AI-powered features will be accurate, complete, or suitable for any particular purpose. You are responsible for verifying any AI-generated content before relying on it for compliance, legal, or business decisions.

10. Limitation of Liability

10.1 Exclusion of consequential loss

To the maximum extent permitted by applicable law, neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of data, loss of revenue, or loss of goodwill, even if such party has been advised of the possibility of such damages.

10.2 Cap on liability

To the maximum extent permitted by applicable law, Ethira's total cumulative liability to you arising out of or related to these Terms, whether in contract, tort (including negligence), or otherwise, shall not exceed the greater of: (a) the fees paid or payable by you to Ethira in the twelve (12) months preceding the claim; or (b) EUR 500.

10.3 Essential terms

The parties acknowledge that the limitations of liability in this section reflect a reasonable allocation of risk and are an essential element of the basis of the bargain between the parties. The Service would not be provided without such limitations.

10.4 Consumer rights

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.

11. Indemnification

11.1 Your indemnification of Ethira

You agree to indemnify, defend, and hold harmless Ethira, its affiliates, officers, directors, employees, and agents from and against any claims, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• Your use of the Service in breach of these Terms.
• Your Customer Data, including any claim that your Customer Data infringes the intellectual property or other rights of a third party.
• Your violation of any applicable law or regulation.
• Your breach of any representation or warranty made in these Terms.

11.2 Ethira's indemnification of you

Ethira agrees to indemnify, defend, and hold you harmless from and against any third-party claim alleging that the Service, as made available by Ethira and used in accordance with these Terms, infringes any patent, copyright, trademark, or trade secret of that third party. This obligation does not apply to claims arising from: (a) your modification of the Service; (b) your combination of the Service with products or services not provided or approved by Ethira; (c) your use of a version of the Service other than the most current version, if the current version would not have been subject to the claim; or (d) your Customer Data.

11.3 Indemnification procedure

The indemnified party must: (a) promptly notify the indemnifying party in writing of any claim; (b) give the indemnifying party sole control of the defence and settlement; and (c) provide reasonable cooperation in the defence at the indemnifying party's expense. The indemnifying party may not settle any claim in a manner that imposes liability or obligations on the indemnified party without prior written consent.

12. Term and Termination

12.1 Term

These Terms commence on the date you first access the Service and continue until terminated.

12.2 Termination for convenience

Either party may terminate these Terms or your subscription by providing at least 30 days' prior written notice, in accordance with the cancellation procedures applicable to your plan. For subscription plans, the effective termination date will be no earlier than the end of the current billing period. Termination for convenience by you does not entitle you to a refund of prepaid fees.

12.3 Termination for cause

Either party may terminate these Terms immediately by written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within 30 days after receiving written notice of the breach; or (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy, liquidation, or similar proceedings.

We may also immediately suspend or terminate your access if we determine that your use of the Service poses a security risk, violates applicable law, or breaches the Acceptable Use Policy in Section 5.

12.4 Effect of termination

Upon termination: (a) all licences granted to you under these Terms will immediately cease; (b) you must cease using the Service; and (c) you may request an export of your Customer Data within 30 days of termination, after which we may delete it in accordance with our data retention policies.

13. Governing Law and Dispute Resolution

13.1 Governing law

These Terms and any dispute arising out of or in connection with them shall be governed by and construed in accordance with the laws of Sweden, without regard to its conflict of law principles.

13.2 Jurisdiction

The parties agree to submit to the exclusive jurisdiction of the courts of Stockholm, Sweden for the resolution of any disputes arising out of or in connection with these Terms, except where mandatory law requires otherwise.

13.3 EU consumer rights

If you are a consumer resident in the European Union, you may also have rights under the laws of your country of residence that cannot be excluded. Nothing in this section affects those rights. You may also be entitled to use the EU Online Dispute Resolution platform at https://ec.europa.eu/consumers/odr.

14. Changes to Terms

We reserve the right to modify these Terms at any time. If we make material changes, we will provide at least 30 days' notice by: (a) sending an email to the address associated with your account; or (b) displaying a prominent notice within the Service.

Your continued use of the Service after the effective date of the revised Terms constitutes your acceptance of the changes. If you do not agree to the revised Terms, you must cease using the Service before the effective date.

15. General Provisions

15.1 Entire agreement

These Terms, together with our Privacy Policy, Data Processing Agreement, and any applicable order form, constitute the entire agreement between you and Ethira with respect to the Service and supersede all prior or contemporaneous agreements, representations, warranties, and understandings.

15.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable.

15.3 Waiver

Our failure to enforce any provision of these Terms shall not be construed as a waiver of our right to enforce that provision in the future.

15.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations to any affiliate or in connection with a merger, acquisition, reorganisation, or sale of all or substantially all of our assets, with notice to you.

15.5 Force majeure

Neither party shall be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, strikes, governmental action, or internet or power failures.

15.6 Notices

Notices under these Terms must be in writing. Notices to Ethira should be sent to hello@ethira.dev or by post to Luntmakargatan 26, 111 37 Stockholm, Sweden. Notices to you will be sent to the email address associated with your account.

16. Contact Information

If you have any questions about these Terms, please contact us:

• Email: hello@ethira.dev
• Legal enquiries: legal@ethira.dev
• Post: Ethira AB, Luntmakargatan 26, 111 37 Stockholm, Sweden