Service Agreement

This Service Agreement (this "Agreement") is entered into by you (“Client”) and Stravik Technologies AB, a Swedish aktiebolag ("Agency") as of the transaction date of purchase made by Client, as reflected on Agency’s payment processor records (Stripe.com) (”Effective Date”). Both Agency and Client may be referred to herein as a "Party," and collectively as the "Parties." BY PURCHASING THE SALES AND MARKETING SERVICES UNDER THIS AGREEMENT, CLIENT AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

Definitions

Client POC: The designated point of contact on the client's side responsible for communication with the Agency.

Sales and Marketing Services: The sales and marketing services provided by the Agency as outlined in the Principal Agreement.

Ad-hoc calls: Calls that are not regularly scheduled and are arranged as needed.

Queue: A project management tool used by the Agency (usequeue.com).

Data Processing Agreement: A legally binding contract that states the rights and obligations of each party concerning the protection of personal data

Work Product: Any materials, deliverables, or results produced by the Agency in the course of providing the Services to the Client, including but not limited to prospect lists, cold email sequences, marketing campaign material, reports, analyses, and presentations.

1. Scope of Services

Agency agrees to provide select sales and marketing services, including but not limited to prospecting, lead generation, and email marketing. Agency reserves the right to accept or deny requests for specific sales and marketing activities.

2. Fees and Expenses

Client agrees to pay the Agency a recurring fixed fee, agreed upon by Parties before entering into this Agreement. The first monthly fee payment must be paid concurrently with the execution of this Agreement and will be charged using Agency’s payment processor (Stripe.com). Notwithstanding the foregoing, monthly fees only include the services included on the formal proposal noted under Section 1 above. Agency may, from time to time, make changes to the subscription fee and will communicate any price changes to Client in accordance with applicable law.

Any services requested by Client, which are outside the scope described in the formal proposal noted in section 1 will require a separate agreement and may subject client to additional fees. Client agrees to pay all such fees and costs at the time services are rendered and the expenses incurred, as disclosed and invoiced by Agency.

Agency reserves the right to require prepayment or an advanced deposit for such additional charges or expenses as it deems appropriate. Client shall be responsible for all state and federal sales and use taxes, property or excise taxes associated with Client’s purchase or use of Agency services.

3. Ownership of Work Product

(a) Client Ownership. All work product created by Agency specifically for Client during the engagement, including prospect lists, cold email sequences, and marketing campaign material, shall be the exclusive property of the Client. Upon termination of this Agreement, Agency shall promptly transfer all copies of such work product to Client.

(b) Agency Ownership. All pre-existing materials, methodologies, processes, tools, software, or other intellectual property used by Agency in providing the Services, as well as any enhancements or modifications made to such pre-existing materials during the engagement, shall remain the sole and exclusive property of Agency. Client shall not have any right to use, reproduce, or distribute such materials without the express written consent of Agency.

4. Term

The initial Term of this Agreement is from Effective Date. Thereafter, the Agreement will automatically renew for every month until terminated for any reason by one of the Parties. If a Party elects to terminate this Agreement, the Party must provide the other with seven (7) days notice of intent to terminate the agreement in writing (email is preferred method communication for notice). The Agency may terminate the agreement immediately if the Client breaches this Agreement in any way, including but not limited to non-payment, misuse of services, or violation of laws.

5. Independent Contractor

The relationship between the parties is that of independent contractors. Nothing contained in this Contract shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

6. Confidential Information

Each Party must keep this Agreement and information it receives about the other Party and its business in connection with this Agreement (“Confidential Information”) confidential and must not use or disclose that Confidential Information without the prior written consent of the other Party except to the extent that disclosure is required by law; or the relevant information is already in the public domain.

6. No Guarantee of a Specific Result

Regardless of any perceived representation to the contrary, Agency in no way guarantees a specific result for Client. Client understands and agrees that they are paying the Agency to perform services that are based on best practices and industry standards, to generate results, but that results are never guaranteed. It is understood and agreed to that the Agency has no control over changes in market conditions, platforms like Google or LinkedIn or other platforms and whether they decide to make changes to their platforms, changes in algorithms, or platform policies. The Client acknowledges that the Agency's services are a means to an end, and the Client is ultimately responsible for their own sales and marketing success.

7. Limitation of Liability

Agency warrants that the sales and marketing services described in Section 1 will be provided in conformance with all applicable laws, however, Agency does not make any other warranties, whether expressed or implied, whether regarding the performance of the services it provides. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT: (a) AGENCY SHALL HAVE NO LIABILITY FOR ANY SERVICES PROVIDED, INCLUDING ANY LIABILITY FOR NEGLIGENCE; (b) AGENCY MAKES AND CLIENT RECEIVES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR IN ANY OTHER PROVISION OF THIS AGREEMENT OR ANY OTHER COMMUNICATION; AND (c) AGENCY SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

Subject to the foregoing and notwithstanding anything to the contrary elsewhere contained, in no event shall the maximum aggregate liability of the Agency in connection with this Agreement exceed the monthly fees paid by the Client in the three (3) months preceding the claim. IN NO EVENT SHALL AGENCY BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY DAMAGES OF ANY NATURE IN CONNECTION WITH THIS AGREEMENT AND THE SERVICES PROVIDED HEREUNDER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, BUSINESS INFORMATION OR DATA STORAGE, GOODWILL, PERSONAL DATA BREACH, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF AGENCY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Client hereby waives any and all claims for consequential, incidental, indirect, special, or punitive damages against Agency arising out of or in connection with this Agreement or the services provided.

8. Force Majeure

Neither Party shall be in default or otherwise liable for any delay in or failure of its performance under this Agreement if such delay or failure arises by any reasons beyond its reasonable control, including any act of God, any acts of the common enemy, the elements, earthquakes, floods, res, epidemics, riots, failures or delay in transportation or communications or utilities, or any act or failure to act by the other party or such other party’s officers, employees, agents or contractors; provided, however, that lack of funds shall not be deemed to be a reason beyond a party’s reasonable control.

9. Default

In the event that Client fails to pay any fees or charges under this Agreement, Agency may immediately pause or continue this Agreement, among other available remedies, until the Client cures its default.

10. Indemnification

Each Party (“Indemnitor”) agrees to indemnify, defend, and hold the other Party (“Indemnitee”) harmless from and against any suit, proceeding, assertion, damage, cost, liability and/or expense (including court costs and reasonable attorneys’ fees), incurred as a result of a claim by a customer or a third party (including but not limited to any claim of violation and/or willful misconduct or unlawful or negligent act or omission related to Applicable Rules) against the Indemnitee and/or its affiliates, parent entities, subsidiaries, partners, licensors, suppliers, officers, directors, employees and/or agents arising from, associated with Indemnitor’s product and services or connected with the Services or Indemnitor's breach of any of its representations and/or warranties set forth in this Agreement.

11. Data Processing

The processing of any personal data in connection with this Agreement shall be governed by the terms of the Data Processing Agreement (Appendix A). Agency, as the data processor, shall process personal data solely on behalf of Client, the data controller. Both Parties agree to comply with all applicable data protection laws and regulations, including the Data Processing Agreement.

12. Governing Law

This Agreement shall be governed by the laws of Sweden without regard to any choice-of-law provisions. Any dispute arising in connection with this Agreement, which the Parties will not be able to resolve amicably, will be submitted to the exclusive jurisdiction of the courts of Sweden.

13. Dispute Resolution

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Legal Terms (each a 'Dispute' and collectively, the 'Disputes') brought by either you or us (individually, a 'Party' and collectively, the 'Parties'), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

Binding Arbitration

Any dispute arising from the relationships between the Parties to these Legal Terms shall be determined by one arbitrator who will be chosen in accordance with the Arbitration and Internal Rules of the European Court of Arbitration being part of the European Centre of Arbitration having its seat in Strasbourg, and which are in force at the time the application for arbitration is filed, and of which adoption of this clause constitutes acceptance. The seat of arbitration shall be Stockholm, Sweden. The language of the proceedings shall be English. Applicable rules of substantive law shall be the law of Sweden.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilise class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorised use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

14. Attorney’s Fees

In any litigation, arbitration or dispute arising under or relating to this Agreement, each Party shall be entitled to recover reasonable attorney’s fees and litigation costs.

15. Entire Agreement

This Agreement, including the Data Processing Agreement (Appendix A) and any other documents or agreements specifically referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior communications, agreements or understandings, written or oral, between the Parties. Any amendment to this Agreement must be in writing and signed by both Parties.

16. Modification; Waiver

To change anything in this Agreement, Client and Agency must agree to that change in writing and sign a document showing their contract. Neither party can waive its rights under this Agreement or release the other party from its obligations under this Agreement, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.

17. Severability

The provisions of this Agreement are severable, and if any provision of this Agreement is determined to be invalid or unenforceable under any controlling law, said provision shall be severed from the Agreement and shall not in any way affect the validity or enforceability of the remaining provisions of this Agreement.

18. Recording of Conversations

Each party hereto consents to the recording of telephone or communication platform conversations relating to this Agreement or any potential Transaction. Unless otherwise expressly prohibited by either party in written form. The reason for recording is to improve services offered by Agency that the Client receives.

19. Assignment and Successors; Binding Effect.

The rights and obligations of the Parties under this Agreement may not be assigned, transferred, pledged or otherwise encumbered without the prior written consent from the other Party in its sole discretion. Subject to the foregoing, this Agreement shall be binding upon and inure to the benet of the parties hereto and their respective heirs, legal and personal representatives, successors and permitted assigns.

20. Communication Level Service Agreement

a. All communication will be directed through one point of contact on the client's side. If a client has other parties that need to be involved in communication they must direct any communication through the client POC in order to centralise communication.

b. Agency leverages Queue (usequeue.com) for project management in order to deliver quality work and will not leverage client project management software directly.

c. Ad-hoc calls may be considered a strategy call for that given month based on Client’s scope and deliverables.

d. Delay in payment will result in a delay of services after a 30 day grace period.

e. Client Email and Queue update response time is 48 Hours (excluding weekends).

f. Slack/DMs/SMS/Calls are at the Agency’s discretion for response time.

The Parties hereby agree to be bound by the terms of this Agreement as set forth above and as of the completion of signing this agreement.

Appendix A

This Data Processing Agreement ("Agreement") forms part of the Service Agreement ("Principal Agreement") between you (the “Company”) and Stravik Technologies AB (the “Data Processor”) referred to herein as a "Party," and collectively as the "Parties."

WHEREAS

(A) The Company acts as a Data Controller.

(B) The Company wishes to subcontract certain Services, which imply the processing of personal data, to the Data Processor.

(C) The Parties seek to implement a data processing agreement that complies with the requirements of the current legal framework in relation to data processing and with the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

(D) The Parties wish to lay down their rights and obligations.

IT IS AGREED AS FOLLOWS:

1. Definitions and Interpretation

1.1 Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the following meaning:

1.1.1 "Agreement" means this Data Processing Agreement and all Schedules;

1.1.2 "Company Personal Data" means any Personal Data Processed by a Contracted Processor on behalf of Company pursuant to or in connection with the Principal Agreement;

1.1.3 "Contracted Processor" means a Subprocessor;

1.1.4 "Data Protection Laws" means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;

1.1.5 "EEA" means the European Economic Area;

1.1.6 "EU Data Protection Laws" means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;

1.1.7 "GDPR" means EU General Data Protection Regulation 2016/679;

1.1.8 "Data Transfer" means:

1.1.8.1 a transfer of Company Personal Data from the Company to a Contracted Processor; or

1.1.8.2 an onward transfer of Company Personal Data from a Contracted Processor to a Subcontracted Processor, or between two establishments of a Contracted Processor, in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws);

1.1.9 "Services" means the services the Company provides.

1.1.10 "Subprocessor" means any person appointed by or on behalf of Processor to process Personal Data on behalf of the Company in connection with the Agreement.

1.2 The terms, "Commission", "Controller", "Data Subject", "Member State", "Personal Data", "Personal Data Breach", "Processing" and "Supervisory Authority" shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.

2. Processing of Company Personal Data

2.1 Processor shall:

2.1.1 comply with all applicable Data Protection Laws in the Processing of Company Personal Data; and

2.1.2 not Process Company Personal Data other than on the relevant Company’s documented instructions.

2.2 The Company instructs Processor to process Company Personal Data.

3. Processor Personnel

Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to the Company Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Company Personal Data, as strictly necessary for the purposes of the Principal Agreement, and to comply with Applicable Laws in the context of that individual's duties to the Contracted Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

4. Security

4.1 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Processor shall in relation to the Company Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.

4.2 In assessing the appropriate level of security, Processor shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.

5. Subprocessing

5.1 Processor shall not appoint (or disclose any Company Personal Data to) any Subprocessor unless required or authorized by the Company.

6. Data Subject Rights

6.1 Taking into account the nature of the Processing, Processor shall assist the Company by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Company obligations, as reasonably understood by Company, to respond to requests to exercise Data Subject rights under the Data Protection Laws.

6.2 Processor shall:

6.2.1 promptly notify Company if it receives a request from a Data Subject under any Data Protection Law in respect of Company Personal Data; and

6.2.2 ensure that it does not respond to that request except on the documented instructions of Company or as required by Applicable Laws to which the Processor is subject, in which case Processor shall to the extent permitted by Applicable Laws inform Company of that legal requirement before the Contracted Processor responds to the request.

7. Personal Data Breach

7.1 Processor shall notify Company without undue delay upon Processor becoming aware of a Personal Data Breach affecting Company Personal Data, providing Company with sufficient information to allow the Company to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.

7.2 Processor shall co-operate with the Company and take reasonable commercial steps as are directed by Company to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

8. Data Protection Impact Assessment and Prior Consultation

Processor shall provide reasonable assistance to the Company with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Company reasonably considers to be required by article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Company Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors.

9. Deletion or return of Company Personal Data

9.1 Subject to this section 9 Processor shall promptly and in any event within 30 business days of the date of cessation of any Services involving the Processing of Company Personal Data (the "Cessation Date"), delete and procure the deletion of all copies of those Company Personal Data.

9.2 Processor shall provide written certification to Company that it has fully complied with this section 9 within 30 business days of the Cessation Date.

10. Audit rights

10.1 Subject to this section 10, Processor shall make available to the Company, upon reasonable request and no more than once per calendar year, all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits, including inspections, by the Company or an auditor mandated by the Company in relation to the Processing of the Company Personal Data by the Contracted Processors.

10.2 The Company shall provide the Processor with at least 30 days' written notice of any audit and shall conduct the audit during regular business hours with minimal disruption to the Processor's operations. The Company shall bear the reasonable costs of any audit conducted under this section.

10.3 Information and audit rights of the Company only arise under section 10.1 to the extent that the Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law.

11. Data Transfer

11.1 The Processor may transfer Company Personal Data to countries outside the EU and/or the European Economic Area (EEA) provided that:

(a) the transfer is to a country deemed to have an adequate level of data protection by the European Commission; or

(b) the Processor implements appropriate safeguards for the transfer, such as Standard Contractual Clauses approved by the European Commission.

11.2 The Processor shall inform the Company of any intended transfers to countries outside the EU/EEA and the safeguards implemented for such transfers.

12. Limitation of Liability

12.1 Agency warrants that the sales and marketing services described in the Principal Agreement will be provided in conformance with all applicable laws, however, Agency does not make any other warranties, whether expressed or implied, whether regarding the performance of the services it provides. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND PRINCIPLE AGREEMENT: (a) AGENCY SHALL HAVE NO LIABILITY FOR ANY SERVICES PROVIDED, INCLUDING ANY LIABILITY FOR NEGLIGENCE; (b) AGENCY MAKES AND CLIENT RECEIVES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR IN ANY OTHER PROVISION OF THIS AGREEMENT OR ANY OTHER COMMUNICATION; AND (c) AGENCY SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

12.2 Subject to the foregoing and notwithstanding anything to the contrary elsewhere contained, in no event shall the maximum aggregate liability of the Agency in connection with this Agreement exceed the monthly fees paid by the Client in the three (3) months preceding the claim. IN NO EVENT SHALL AGENCY BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY DAMAGES OF ANY NATURE IN CONNECTION WITH THIS AGREEMENT OR PRINCIPAL AGREEMENT AND THE SERVICES PROVIDED HEREUNDER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, BUSINESS INFORMATION OR DATA STORAGE, GOODWILL, PERSONAL DATA BREACH, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF AGENCY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Client hereby waives any and all claims for consequential, incidental, indirect, special, or punitive damages against Agency arising out of or in connection with this Agreement, Principal Agreement or the services provided.

13. Indemnity

13.1 Each Party (“Indemnitor”) agrees to indemnify, defend, and hold the other Party (“Indemnitee”) harmless from and against any suit, proceeding, assertion, damage, cost, liability and/or expense (including court costs and reasonable attorneys’ fees), incurred as a result of a claim by a customer or a third party (including but not limited to any claim of violation and/or willful misconduct or unlawful or negligent act or omission related to Applicable Rules) against the Indemnitee and/or its affiliates, parent entities, subsidiaries, partners, licensors, suppliers, officers, directors, employees and/or agents arising from, associated with Indemnitor’s product and services or connected with the Services or Indemnitor's breach of any of its representations and/or warranties set forth in this Agreement and Principal Agreement.

14. General Terms

14.1 Confidentiality. Each Party must keep this Agreement and information it receives about the other Party and its business in connection with this Agreement (“Confidential Information”) confidential and must not use or disclose that Confidential Information without the prior written consent of the other Party except to the extent that:

(a) disclosure is required by law;

(b) the relevant information is already in the public domain.

14.2 Notices. All notices and communications given under this Agreement must be in writing and will be delivered personally, sent by post or sent by email or equivalent communications in channels or DMs on platforms – including but not limited to – Slack, Microsoft Teams, Twitter and Discord.

15. Terms and Termination

15.1 This Agreement shall have the same term as the Principal Agreement.

15.2 Either party may terminate this Agreement with 30 days' written notice if the other party materially breaches this Agreement and fails to cure such breach within the notice period. Upon termination of this Agreement, the Processor shall promptly and in any event within 30 business days of the date of termination, delete and procure the deletion of all copies of Company Personal Data, unless otherwise required by applicable law.

16. Governing Law and Jurisdiction

16.1.1 This Agreement shall be governed by the laws of Sweden without regard to any choice-of-law provisions. Any dispute arising in connection with this Agreement, which the Parties will not be able to resolve amicably, will be submitted to the exclusive jurisdiction of the courts of Sweden.

17. Dispute Resolution

17.1.1 Informal Negotiations

17.1.2 Binding Arbitration

17.1.3 Restriction

17.1.4 Exceptions to Informal Negotiations and Arbitration