Gridheart Marketplace and Master Resell Agreement

This Gridheart Master Agreement outlines the general terms and conditions regarding Your use of Gridheart's Services, including ordering of Third-party Products through the Gridheart Marketplace. This Agreement is between the entity You represent ("You" or "Your") and Gridheart AB, a Swedish corporation ("Gridheart", "Us" or "We"). It consists of the terms and conditions below, the Gridheart Acceptable Use Policy, the Gridheart Support SLA, and the Gridheart Data Processing Terms (together, the "Agreement").

This Agreement takes effect when You click to accept it, or at the time of signing a written agreement with Gridheart (the "Effective Date"). You represent and warrant that (a) You represent an economic entity, (b) You have the legal authority to enter into this Agreement on that entity's behalf, and (c) You are not engaged in activities which could require Gridheart to obtain any export licence, permit, or other approval under applicable export control or sanctions regulations.

1. Definitions

"Affiliate" means any person, partnership, joint venture, corporation, or other form of enterprise, domestic or foreign, including but not limited to subsidiaries, that directly or indirectly controls, is controlled by, or is under common control with a party.

"API" means an Application Programme Interface.

"Confidential Information" is non-public information that is designated "confidential" or that a reasonable person should understand is confidential, including but not limited to Your Content and Personal Data, the terms of this Agreement, and Your account authentication credentials. Confidential Information does not include information that (1) becomes publicly available without a breach of a confidentiality obligation; (2) the receiving party received lawfully from another source without a confidentiality obligation; (3) is independently developed; or (4) is a comment or suggestion volunteered about the other party's business, products, or services ("Feedback").

"Data Processing Terms" means the Gridheart Data Processing Terms located at gridheart.com/sv/data-processing-terms, as updated by Us from time to time.

"End-User" refers to any person or device You permit to access the Services.

"Harmful Code" refers to any software, program, or code that is intentionally designed to disrupt, damage, disable, or otherwise impede the operation of a computer system, network, or digital device, or to damage, destroy, or alter any data or file without the user's consent.

"Indirect Taxes" means applicable taxes and duties, including without limitation VAT, Service Tax, GST, excise taxes, sales and transaction taxes, and gross receipts tax.

"Intellectual Property Rights" means any current and future worldwide rights under patent, copyright, trade secret, trademark, and moral rights laws, and other similar rights.

"Personal Data" means any information relating to an identified or identifiable natural person, as defined in Regulation (EU) 2016/679 (GDPR).

"Representatives" means a party's employees, Affiliates, contractors, advisors, and consultants.

"Services" refers to products and services provided by Gridheart through the Marketplace. It does not include Third-party Products.

"Subscription" refers to an enrolment for a Service or Third-party Product for a defined term.

"Third-party Product" refers to products or services made available through the Gridheart Marketplace by a third party - for example for discovery, ordering, contracting, provisioning, and management. Each Third-party Product is subject to the terms and conditions of the respective vendor, which are made available in the Marketplace at the time of ordering.

"Your Content" means all content, including text, sound, video, or image files, that You or any of Your End-Users transfer to Us for processing in connection with Your use of the Services. Your Content does not include Your Personal Data.

2. Use of the Marketplace

2.1 Right to use

We may provide You with certain software in connection with Your use of the Services. We only licence such software to You; We do not sell it.

You may install and use such software only for use with the Services. Your right to use the software begins when the Service is activated and ends when Your right to use the Service ends. You must uninstall the software when Your right to use it ends.

2.2 Additional software for use with the Marketplace

To enable optimal access to and use of the Marketplace, You may install and use certain software provided by Gridheart. We only licence such software to You; We do not sell it.

Your right to use such software begins when the Marketplace is activated and ends when Your right to use the Marketplace ends. You must uninstall the software when Your right to use it ends.

3. Resell of Services

Subject to the terms and conditions of this Agreement, Gridheart grants You the non-exclusive right to resell the Services made available to You through the Marketplace to Your Customers. The Services available for resell are set out in the Marketplace, together with any applicable pricing and subscription terms.

Where a Service is a Third-party Product, that product is subject to the vendor's own terms and conditions, which are presented in the Marketplace at the time of ordering. You are responsible for ensuring Your Customers accept the applicable vendor terms before accessing any Third-party Product.

3.1 Ordering and management of Services

The Marketplace allows Services to be purchased and managed. Orders are effective immediately upon automated provisioning or acceptance by Gridheart. You are responsible for any order or change executed through Your user accounts. Gridheart is not responsible for any order or change made using Your credentials.

Gridheart reserves the right to reject any order. Once accepted, You may only amend or cancel an order in accordance with the provisions of this Agreement, and such changes may be subject to cancellation or alteration charges. Subscription periods are as set out in the Marketplace at the time of ordering.

3.2 Sub-resellers

You may not appoint sub-resellers or pass on the Customer billing relationship to a third party without Our prior written consent.

3.3 Customer agreements

You shall enter into written agreements with Your Customers for the resold Services. You shall ensure that such Customer agreements are compliant with this Agreement and any applicable vendor terms, including passing on any spool-down terms as indicated in the Marketplace for each Service.

3.4 Customer accounts

You agree to facilitate the activation and provisioning of Customer Services under the Customer's own account in the Marketplace. You agree not to add a Customer's Services under Your own organisational account.

3.5 Customer support

Gridheart will provide You with technical support regarding the Marketplace and Services in accordance with the Support SLA. Gridheart does not provide technical support directly to Your Customers. You are responsible for providing qualified support to Your Customers and warrant that You have sufficient skills to do so professionally.

3.6 Trained staff

You shall ensure that Your personnel responsible for the sale, customer care, and technical support of the Services are sufficiently trained, competent, and professional.

3.7 Customer billing and payment collection

You are responsible for billing and collecting payments from Your Customers. Failure of Your Customers to pay for Services does not relieve You of Your payment obligations to Gridheart under this Agreement.

4. Security and Data Privacy

4.1 Personal Data

The terms and conditions for processing of Personal Data are set out in the Data Processing Terms at gridheart.com/sv/data-processing-terms.

4.2 Your Content

Your Content will only be used for the purposes of maintaining and providing the Marketplace and Services to You and Your End-Users, or as necessary to comply with applicable law or a binding governmental order.

We will implement appropriate technical and organisational measures to secure Your Content against accidental or unlawful loss, access, or disclosure.

4.3 Service attributes

We may process service attributes (such as usage statistics and configuration data) to provide and improve the Marketplace, and to provide personalised recommendations, comparisons, or offerings. Service attributes related to a Third-party Product will be shared with the respective vendor only as required for them to provide, bill, and support that product.

We will not sell service attributes or share them with third parties for their own purposes. Any statistics or comparisons We share will be aggregated so that no individual entity can be identified.

4.4 Communication

You acknowledge and agree that We may send You emails from time to time with newsletters, updates, and information regarding the Marketplace and Services.

5. Your Responsibilities

5.1 End-Users

You control access to the Marketplace for Your End-Users and are responsible for their use in compliance with this Agreement and the Acceptable Use Policy. Each user account must be associated with a valid personal email address.

You are responsible for assigning appropriate permissions to each End-User and for all acts or omissions under any of Your End-User accounts, whether authorised or not. You confirm that Your End-Users are aware of and comply with their obligations under this Agreement.

If You become aware that any End-User is in violation of this Agreement, You shall immediately notify Gridheart and suspend that End-User's access to the Marketplace.

Log-in credentials and private keys are for individual use only and must not be shared with or transferred to any third party.

5.2 Acceptable Use Policy

Use of the Marketplace and Services is subject to the Gridheart Acceptable Use Policy at gridheart.com/sv/aup. Violation of the Acceptable Use Policy may result in suspension or termination of the Marketplace upon notice to You.

6. Fees and Payments

6.1 Fees

Service fees and applicable currency are as set out in the Marketplace at the time of ordering. For Third-party Products, pricing may be subject to the relevant vendor's pricing terms.

6.2 Billing and payments

You will pay Us the applicable fees for use of the Marketplace and Services as described in the Marketplace. We will provide an online billing summary in the Marketplace.

Payment terms are as provided in the Marketplace. Gridheart reserves the right to change payment terms if Your account becomes overdue.

You are liable for any additional processing fees, exchange losses, and other charges in connection with Your payments. Fees and charges are non-refundable, except as set out in this Agreement.

6.3 Taxes

Our prices exclude applicable taxes unless identified as tax-inclusive. Each party is responsible for identifying and paying all taxes and governmental fees imposed on that party under applicable law. All fees payable by You are exclusive of Indirect Taxes unless applicable law requires otherwise.

All payments made by You to Us will be made free and clear of any deduction or withholding required by law. If any such deduction or withholding is required, You will pay such additional amounts as are necessary so that the net amount received by Us equals the amount due.

6.4 Audit

You will retain all records and documentation regarding Your performance under this Agreement during the Term and for three years thereafter. Gridheart, or a duly authorised representative, may audit such records upon five business days' prior written notice, during Your regular business hours, to verify compliance. If an audit reveals underpayment equal to or exceeding five percent of amounts due during the audited period, You will reimburse Us for the cost of the audit.

7. Invoice Disputes and Refunds

7.1 Refund policy

Unless otherwise required by law, all purchases are final and non-refundable. If You believe there is an error on Your Gridheart invoice, You must submit a claim within 60 days to support@gridheart.com with all information necessary to validate the claim. If We identify an error, We will correct it within 60 days. No refunds will be given for charges more than 60 days old unless required by law.

7.2 Overdue amounts

Charges not paid by the due date will accrue interest at two percent per month, or the highest rate permitted by applicable law, whichever is lower, from the date payment was due. You are also responsible for reasonable expenses incurred by Gridheart in collecting overdue amounts.

Overdue accounts may receive a late payment reminder and a ten-day Marketplace suspension notice. If payment is not received within ten days of such notice, access to the Marketplace will be suspended until the outstanding amount is paid in full. A reactivation fee, as indicated in the Marketplace, will apply to re-establish access.

8. Changes

8.1 To the Marketplace and Services

We may make commercially reasonable changes to the Services at any time to continuously improve them.

8.2 To the APIs

We may change or discontinue the availability of some or all Service APIs. The following constitute breaking changes:

• Removal of endpoints, endpoint parameters, or response fields
• Changes to default values or the semantics of parameters or responses
• Addition of new required fields or new possible statuses

8.3 To fees

We may change Marketplace and Service fees from time to time. Changes to fees will become effective 30 days after Gridheart notifies You of the change. Any change to fees does not affect active Subscriptions.

8.4 To this Agreement

Gridheart may update and amend this Agreement from time to time. Except as otherwise stated, amendments will be effective 30 days after Gridheart notifies You. Continued use of the Marketplace or affected Services after such change constitutes acceptance. If You do not accept certain changes, You may terminate this Agreement in accordance with Section 10. The Agreement may not otherwise be amended except in a written side letter signed by authorised representatives of both parties.

9. Temporary Suspension

9.1 Generally

We may suspend Your, or any End-User's, right to access or use the Services immediately upon notification if We determine that:

• Your or Your End-User's use (i) poses a security risk, (ii) could adversely impact the Services, (iii) could subject Us or any third party to liability, or (iv) could be fraudulent
• You have ceased to operate in the ordinary course, made an assignment for the benefit of creditors, or become subject to any insolvency proceedings not dismissed within 90 days
• You or any End-User are in material breach of this Agreement
• Your account is overdue by more than 15 days

9.2 Effect of suspension

During a suspension, You remain responsible for all fees and charges incurred and will not be entitled to any Service credits under the Support SLA for the period of suspension.

9.3 Urgent security issues

In the event of an urgent security issue, Gridheart may automatically suspend the Marketplace, a Service, or an End-User account to the minimum extent required and for the minimum duration necessary to prevent or resolve the issue. If Gridheart suspends Your access without prior notice, We will provide the reason for the suspension as soon as reasonably possible upon Your request.

10. Term and Termination

10.1 Agreement term

The Term commences on the Effective Date and continues until terminated as set out in this Section 10. Unless expressly terminated, each Subscription will automatically renew for additional terms equal to the initial term.

10.2 Termination by You

You may terminate this Agreement by providing at least 90 days' written notice, provided You have no active Subscriptions.

10.3 Termination by Gridheart

Gridheart may terminate this Agreement by providing at least 90 days' notice. Gridheart may also terminate immediately upon notice to You:

• to comply with law or requests of governmental entities
• if Our relationship with a third party whose technology is required to provide the Marketplace expires or terminates
• if Your access has been suspended under Section 9.1 and You do not remedy the cause within 30 days, or if Your access is suspended more than twice within any 24-month period

Termination of this Agreement does not affect active Subscriptions already in progress. No new Services may be ordered after termination unless otherwise agreed in writing.

10.4 Termination for cause

Either party may terminate this Agreement upon notice for cause if:

• the other party is in material breach and fails to cure within 30 days of written notice
• the other party ceases business operations or becomes subject to insolvency proceedings not dismissed within 90 days
• a change of control results in a direct competitor gaining control of the other party

10.5 Effect of termination

Upon termination, You must stop using, and Gridheart will stop providing, the Marketplace and Services. You are responsible for all fees until the termination date. When an account is cancelled, data cannot be restored except as provided in the Data Processing Terms.

11. Intellectual Property Rights

Except as expressly set out in this Agreement, neither party is granted any rights, express or implied, to the other's Content or intellectual property.

11.1 Marketplace and Services licence

We or Our licensors own all right, title, and interest in and to the Marketplace, Services, and all related technology and intellectual property rights. We grant You a limited, revocable, non-exclusive, non-sublicensable, non-transferable licence to access and use the Marketplace and Services in accordance with this Agreement.

11.2 Third-party product software

Certain Third-party Products may include software governed by the vendor's own licence terms, presented in the Marketplace at the time of ordering. You may use such software only as part of the relevant Service and in accordance with those terms.

11.3 Your Content

You retain all rights to Your Content. You grant Us a limited licence to use Your Content solely to provide the Marketplace and Services to You and Your End-Users.

You represent and warrant that: (a) You or Your licensors own all rights in Your Content; (b) You have all rights necessary to grant the licences contemplated by this Agreement; and (c) none of Your Content will violate the Acceptable Use Policy.

11.4 Feedback

Gridheart shall have a royalty-free, worldwide, non-exclusive, transferable, sublicensable, irrevocable, perpetual right to incorporate into the Marketplace and Services any suggestions, enhancements, or other feedback provided by You relating to the Marketplace or Services.

12. Publicity

Both parties may state publicly that You are a customer of Gridheart. Neither party may issue a press release or make any public communication with respect to this Agreement without written approval by the other party.

13. Confidential Information

13.1 Protection of Confidential Information

Each party will take reasonable steps to protect the other's Confidential Information and will use it only for the purposes of the parties' business relationship. Neither party will disclose Confidential Information to any third party except to its Representatives on a need-to-know basis under obligations at least as protective as this Agreement.

13.2 Required disclosure

A party may disclose the other's Confidential Information if required by law, but only after notifying the other party (if lawfully permitted) to enable the other party to seek a protective order.

13.3 Duration

These obligations apply (a) for Your Content and Personal Data, until it is deleted from the Services; and (b) for all other Confidential Information, for three years after a party receives it.

13.4 Return of Confidential Information

Upon request, the receiving party shall return or destroy all originals and copies of Confidential Information, except for copies stored in archived electronic backup systems, which will remain subject to the obligations herein.

14. Warranties and Disclaimer

14.1 Gridheart warranties

Gridheart warrants that the Services will be delivered in accordance with good industry practice and in accordance with the Support SLA during the Term. Your remedies for breach of this warranty are described in the Support SLA.

14.2 Exclusions

Warranties do not apply to problems caused by accident, abuse, or use inconsistent with this Agreement or minimum system requirements. Free, trial, preview, or pre-release Services are provided "as-is" and are excluded from the Support SLA and all limited warranties.

14.3 Disclaimer

Except as expressly provided in this Agreement, Gridheart disclaims, to the fullest extent permitted by applicable law, (a) any warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, or uninterrupted or error-free use, and (b) any representations about content or information accessible through the Services.

15. Indemnification

The parties will defend each other against third-party claims described in this Section and pay the amount of any resulting adverse final judgment or approved settlement, provided that the defending party is promptly notified in writing and has the right to control the defence and any settlement.

15.1 By Gridheart

We will defend You against any third-party claim alleging that Services provided by Us for a fee misappropriate a trade secret or directly infringe a patent, copyright, trademark, or other proprietary right of a third party. If We cannot resolve such a claim under commercially reasonable terms, We may (a) modify or replace the relevant Services with a functional equivalent, or (b) terminate Your Subscription and refund any prepaid fees for the unused period.

15.2 By You

You will defend Us against any third-party claim (a) alleging that Your Content or Personal Data misappropriates a trade secret or directly infringes a third party's intellectual property rights, or (b) relating to Your or any End-User's use of the Services in breach of this Agreement.

16. Limitations of Liability

Each party's maximum aggregate liability under this Agreement is limited to direct damages not exceeding the Service Fees paid or payable over the previous twelve months. Where Services have been provided free of charge, liability is limited to direct damages up to EUR 1,000.

16.1 Exclusions

Neither party will be liable for loss of revenue or indirect, special, incidental, consequential, punitive, or exemplary damages, or damages for lost profits, business interruption, or loss of business information, even if the party knew they were possible or reasonably foreseeable.

16.2 Exceptions to limitations

The limits in this Section do not apply to (a) the parties' obligations under Section 5, (b) violation of the other party's intellectual property rights, or (c) confidentiality obligations.

17. Miscellaneous

17.1 Assignment

Either party may assign this Agreement to an Affiliate upon written notice to the other party. Any other proposed assignment requires the non-assigning party's written approval. You consent to Gridheart assigning rights to receive payment to a Gridheart Affiliate or third party without prior notice. Assignment does not relieve the assigning party of its obligations.

17.2 Notices

Gridheart may provide notice by sending an email to Your registered notification email address. You may provide notice to Gridheart by email to legal@gridheart.com. Notice is treated as given upon verified receipt. All notices must be in English.

17.3 Force Majeure

Except with respect to payment obligations, neither party will be liable for failure to perform due to causes beyond that party's reasonable control.

17.4 Governing law

This Agreement is governed by the substantive law of Sweden, without its conflict of law rules.

17.5 Disputes

Any dispute arising out of or in connection with this Agreement where the amount in dispute does not exceed EUR 50,000 shall be settled by a Swedish court of general jurisdiction, with the Stockholm District Court as the court of first instance.

Where the amount in dispute exceeds EUR 50,000, the dispute shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce. The Rules for Expedited Arbitrations apply where the amount does not exceed EUR 100,000. The Arbitration Rules apply where the amount exceeds EUR 100,000. The tribunal shall consist of a sole arbitrator up to EUR 1,000,000 and three arbitrators above that amount. The seat of arbitration is Stockholm, Sweden. The language of proceedings is English unless otherwise agreed in writing.

17.6 Survival

Provisions that by their nature are intended to survive termination shall do so, including Sections 11, 13, 16, and 17.

17.7 Entire agreement

This Agreement is the entire agreement between You and Us regarding its subject matter and supersedes all prior representations, understandings, agreements, and communications between the parties.

17.8 Precedence

In the event of a conflict between the terms of this Agreement and any written side agreement or order form, the terms of the written side agreement or order form will prevail.

17.9 Independent contractors

Gridheart and You are independent contractors. This Agreement does not create an agency, partnership, or joint venture.

17.10 No third-party beneficiaries

There are no third-party beneficiaries to this Agreement.

17.11 No waiver

Neither party is treated as having waived any rights by failing to exercise (or delaying the exercise of) any rights under this Agreement. All waivers must be in writing and signed by authorised representatives of both parties.

17.12 Waiver of withdrawal rights

To the maximum extent permitted by applicable law, You waive any rights to void purchases under any law governing distance selling or online agreements, including rights of withdrawal or cooling-off periods.

17.13 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions continue in full force and effect. Any invalid or unenforceable provision will be interpreted to give effect to the intent of the original provision where possible.

17.14 Government, healthcare, and educational customers

Entities subject to additional legal requirements relating to data privacy or procurement - such as government agencies, healthcare providers, or educational institutions - are not permitted to use the Services without a separate written agreement with Gridheart confirming compliance with applicable local laws and procurement requirements. Please contact sales@gridheart.com to discuss such arrangements.

For questions about this Agreement, contact legal@gridheart.com.