Mavatar Discovery SaaS Agreement

This Software-as-a-Service Agreement ("Agreement") is entered into between Mavatar AB ("Mavatar"), a company incorporated under the laws of Sweden, and the subscriber ("Subscriber"). By registering and accessing the Mavatar platform or signing an Order Form, the Subscriber agrees to be bound by the terms of this Agreement. The user or signer confirms that they have a authority to bind the company they represent. The Subscriber is entitled to one user account and may purchase additional user accounts subject to applicable fees and terms.

Mavatar is a cloud-based platform providing access to curated data, analytical tools, and visualizations. The service is delivered entirely via the internet and does not require any software installation by the Subscriber. A free version of the service is available, which includes limited data and functionality. Mavatar assumes no liability for the use of the free version and may discontinue such free versions at any time with no prior notice.

Subject to the terms of this Agreement, Mavatar grants the Subscriber a limited, non-exclusive, non-transferable license to access and use the platform for internal business, research, and academic publication purposes. Additional user accounts may be purchased by the Subscriber.

Access to Mavatar is provided to the Subscriber via email and password ("Account") as obtained by registration. Each Account has specific access rights to the Mavatar Platform ("License") and cannot be shared with other persons than the owner of the Account. The duration of a License is one year and can be prolonged by the Subscriber. Mavatar reserves the right to terminate an Account or License if the Subscriber fails to comply with all of its terms.

The Subscriber shall not share login credentials, use the service on behalf of third parties, resell or redistribute content, or reverse engineer the platform. All content is for informational and analytical purposes only.

All intellectual property rights in the Mavatar platform and its content remain the exclusive property of Mavatar or its licensors. The Subscriber may use the output from the Mavatar Platform as stated under License Grant. No rights are transferred to the Subscriber beyond those expressly granted in this Agreement.

Mavatar processes data in accordance with applicable data protection laws, including GDPR. If the Subscriber uploads data, Mavatar will not share such data with any third party. Subscriber may not upload personal data to the Mavatar platform without entering into a separate data processing agreement with Mavatar. Notwithstanding anything to the contrary contained herein, Mavatar reserves the right to compile, collect, copy, modify, publish and use anonymous and aggregate data generated from Subscriber of the Service for analytical and other business purposes and shall own all right, title and interest therein.

Mavatar maintains security measures aligned with ISO 27001 standards to protect the integrity and confidentiality of the platform and data.

Mavatar aims to provide continuous access to the platform but does not guarantee uninterrupted service. Standard support is available via email.

THE PLATFORM IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND. MAVATAR DISCLAIMS ALL LIABILITY FOR INACCURACIES, INTERRUPTIONS, OR THIRD-PARTY CONTENT. THE PLATFORM IS A RESEARCH TOOL AND NOT A MEDICAL DEVICE. IT MUST NOT BE USED FOR CLINICAL DECISION-MAKING OR PATIENT TREATMENT

MAVATAR SHALL NOT BE LIABLE TO SUBSCRIBER FOR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL THEORY, INCLUDING BUT NOT LIMITED TO LOST PROFITS, BUSINESS INTERRUPTION OR INFRINGEMENT, , WHETHER INCURRED BY SUBSCRIBER INTERNALLY OR IN CONNECTION WITH ANY THIRD PARTY.

MAVATAR’ S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED AN AMOUNT CORRESPONDING TO HUNDRED (100) PERCENT OF THE YEARLY FEE PAID OR PAYABLE BY SUBSCRIBER FOR USE OF THE SERVICE UNDER THIS AGREEMENT.

To the extent the Subscriber provides feedback, suggestions, or improvements, the Subscriber grants Mavatar a fully paid-up, irrevocable, perpetual, worldwide, nonexclusive license to use and exploit such feedback to improve Mavatar’s products and services.

All fees are payable in advance against invoice with 30-day payment terms. Mavatar reserves the right to suspend access to the service in case of non-payment.

This Agreement is valid for one year and will automatically renew for successive one-year terms unless terminated by either party with at least 60 days’ notice prior to the end of the current term. Either party may terminate the Agreement immediately in case of material breach by the other party.

Each party agrees to keep confidential all non-public information disclosed by the other party in connection with this Agreement and to use such information only for the purposes of fulfilling its obligations under this Agreement.

Neither Party may issue or make any press release, announcement or publication containing or otherwise use any of the other Party’s trademarks without the other Party’s prior written approval; provided that, during the term of this Agreement, Subscriber grants Mavatar the right to use Subscriber’s name and logo to identify Subscriber as a customer on Mavatar’s website and in other Mavatar marketing materials.

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect. No failure or delay by either Party in exercising any right under this Agreement will constitute a waiver of that right.

Any notice, under this Agreement shall be given in writing to the addresses identified in the Order Form or to the administrator, designated by Subscriber in the platform. Notices from Subscriber to Mavatar of termination or non-renewal or material breach or violation of the Agreement must be addressed to “ATTENTION: LEGAL DEPARTMENT” or by email to finance@mavatar.com.

This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior agreements, oral or written, and all other communications between the Parties relating to such subject matter. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, and (2) this Agreement. This Agreement may not be amended or modified except by mutual written agreement or as stated under Updates to Agreement.

Except as specifically identified in this Agreement, nothing in this Agreement is intended to confer upon any person other than the parties any rights, remedies, obligations or liabilities whatsoever.

Nothing contained in this Agreement shall be deemed or construed as creating a joint venture or partnership between any of the parties hereto. Neither party shall have the power nor authority to control the activities or operations of the other. At all times, the status of the parties shall be that of independent contractors.

Mavatar reserves the right to update or modify this Agreement from time to time. Any such changes will be communicated to the Subscriber via email or through the Mavatar platform interface. Continued use of the service after the effective date of the updated Agreement shall constitute acceptance of the revised terms. If the Subscriber does not agree to the updated terms, the Subscriber must notify Mavatar in writing within thirty (30) days of receiving notice of the changes. In such case, the previous version of the Agreement shall remain in effect until the end of the current subscription term.

This Agreement shall be governed by the laws of Sweden. Any disputes shall be resolved by arbitration in accordance with the rules of the Arbitration Institute of the Stockholm Chamber of Commerce.