The Service is offered only to business customers for professional use, and not to individual consumers. By using the Service, you represent and warrant that you are using the Service for purposes within your trade, business, or profession and not for personal, family, or household purposes. Any applicability of consumer protection laws is expressly excluded. You must be at least 18 years old (or the age of majority in your jurisdiction) to use the Service. By entering into this Agreement, you confirm that you have the legal capacity and authority to bind the Customer entity on whose behalf you are acting. If you do not meet these eligibility requirements, you must not use or access the Service.
Each Authorized User must register an account to access the Service. When registering an account, you agree to:
4.1 License to Use the Service: Subject to your compliance with these Terms and payment of all applicable fees, Valigate grants you a limited, non-exclusive, non-transferable, non-sublicensable right and license during the Subscription Term to access and use the Service for your internal business purposes. All use of the Service must be in accordance with this Agreement and any guidelines or documentation provided by Valigate. You may permit your Authorized Users to use the Service, provided that all such use is for your benefit and you remain responsible for your Authorized Users’ compliance with this Agreement.
4.2 Acceptable Use and Restrictions: You agree to use the Service only for its intended purpose and in a lawful manner. You shall not (and shall not allow any Authorized User or third party to):
Valigate reserves the right to monitor use of the Service for security and operational purposes and to ensure compliance with these Terms. If Valigate (acting reasonably) determines that you or your Authorized Users have violated this Section 4.2 or otherwise abused the Service, Valigate may immediately suspend or limit your access to the Service and/or terminate this Agreement for cause, as further described in Section 13.
4.3 Modifications and Updates: You acknowledge that Valigate may, from time to time, update or modify the Service (for example, by adding or removing features, or by releasing bug fixes or improved performance). These updates or modifications may be deployed automatically. Valigate will use reasonable efforts to notify you of any material changes to the Service or scheduled downtime (for instance, via email or through the Service interface), but the timing and content of any updates are at Valigate’s sole discretion. Updates are considered part of the Service and subject to these Terms. Valigate will not materially decrease the core functionality of the Service during a Subscription Term without providing an alternative with substantially equivalent functionality.
5.1 Integration with Third-Party Platforms: The Service is designed to connect with and pull data from various third-party advertising and analytics platforms (collectively, “Third-Party Services” or “Third-Party Platforms”), such as Google Ads, Facebook Ads, and other similar services. In order to use these integrations, you may be required to authenticate the Service to access your accounts on those Third-Party Services. By enabling an integration, you are instructing and authorizing Valigate to access and retrieve data from the applicable Third-Party Services on your behalf. You acknowledge that Valigate’s ability to retrieve or interact with any Third-Party Service is dependent on the availability and functionality of that third party’s API or service.
5.2 Changes to Integrations: Valigate does not guarantee the continued availability of any particular Third-Party Service integration. Third-party providers may change or discontinue their APIs or access at any time. Accordingly, Valigate may modify or discontinue integrations with particular Third-Party Services if required by the third party (for example, if the third party alters its service, imposes additional requirements, or ceases to allow access). Valigate may also elect to discontinue or replace an integration for business or technical reasons. If an integration is materially discontinued or changed in a way that significantly degrades functionality, Valigate will endeavor to give advance notice to Customers using that integration, when feasible. However, Valigate shall not be liable to you for the removal of or modification to any Third-Party Service integration.
5.3 No Endorsement or Control: Valigate is not affiliated with or endorsed by the providers of Third-Party Services, and your use of Third-Party Services is governed by your agreements with those third parties (not by Valigate). The Service may rely on information or data obtained from Third-Party Services; Valigate makes no representation or warranty regarding the accuracy, completeness, or timeliness of data obtained from Third-Party Services. You agree that Valigate has no responsibility or liability for the services provided by third parties or for any acts or omissions of the third-party providers. It is your responsibility to ensure that your use of the Service (including the retrieval of data from Third-Party Platforms) complies with all agreements and terms applicable to your Third-Party Service accounts.
5.4 Your Responsibilities with Third-Party Services: You represent and warrant that you have all necessary rights, permissions, and authorizations to allow Valigate to access and use your Third-Party Service accounts and data in the manner contemplated by the Service. You are solely responsible for complying with the terms and conditions of the Third-Party Services you use (for example, ensuring that accessing data via the Service does not violate your agreements with Google, Facebook, or other providers). You must obtain any consents required by those Third-Party Services for you to share data with Valigate or to permit Valigate to access data on your behalf. Valigate assumes no responsibility for obtaining such consent or permissions on your behalf.
5.5 Data from Third Parties: Any data, content, or services accessed from Third-Party Services via the Service are provided “as is” directly from those third parties. Valigate does not modify the substance of data retrieved (except for formatting or processing needed to identify discrepancies or present results). Valigate will not be liable for any errors or omissions in that third-party data, nor for any decisions you make or actions you take based on data or reports generated through the Service from third-party sources. You access and use data from Third-Party Services at your own risk.
5.6 Google Services Specific Terms: If you integrate the Service with Google services (such as Google Ads, Google Analytics, or Google’s Campaign Manager), note that Valigate’s access is limited solely to the specific data you authorize. Valigate’s tools will only access the Google account data (e.g., ad campaigns, analytics metrics) that you explicitly permit and nothing else in your Google account. You may revoke Valigate’s access to your Google account at any time via your Google security settings. Valigate’s use and transfer of information received from Google APIs to the Service will adhere to Google’s API Services User Data Policy (including the “Limited Use” requirements). Similarly, for any other Third-Party Service that provides an API or user data policy, Valigate will abide by the applicable guidelines when accessing your data.
5.7 Third-Party Links and Content: The Service or website may contain links to third-party websites or content (for example, a documentation link or support resources for a third-party platform). Such links are provided for convenience only. Valigate does not control, endorse, or assume any responsibility for third-party websites or content. If you leave Valigate’s Service and go to a third-party site or resource, you do so at your own risk, and you should understand that these Terms (including our Privacy Policy) no longer apply to those external sites.
6.1 Ownership of Customer Data: As between Customer and Valigate, you retain all rights, title, and interest in and to the Customer Data. Valigate does not claim ownership of any Customer Data. These Terms do not grant us any rights to your Customer Data, except for the limited rights that are necessary for us to provide the Service as explained below.
6.2 License to Customer Data: You hereby grant Valigate a non-exclusive, worldwide, royalty-free license, during the term of this Agreement, to access, use, reproduce, transmit, and display your Customer Data solely as necessary to provide and maintain the Service for you and your Authorized Users. This may include, for example, using Customer Data to identify discrepancies or data quality issues, to generate reports or visualizations for you, to troubleshoot issues at your request, or to improve the accuracy of our algorithms in analyzing data. Valigate will not use your Customer Data for any other purpose (such as marketing or selling your data), and will not disclose your Customer Data to third parties except as permitted by these Terms or required by law (and subject to the confidentiality obligations in Section 9).
6.3 Data Handling and Storage: Valigate acknowledges that the Customer Data retrieved from Third-Party Services may be proprietary or sensitive to your business. Valigate will not store or retain the raw data fetched from your third-party advertising accounts on a long-term basis. Specifically, Valigate does not permanently store the full datasets retrieved from Third-Party Services on our systems. The Service processes such data in-memory or temporarily as needed to perform data discrepancy analysis and to present results to you, and then the data is discarded or only summary results are retained. Any transient copies of Customer Data that might be created in the process (such as in cache or logs) are used strictly for Service functionality or debugging and are not used to build any separate repository of your advertising data. This means that Valigate is not acting as a managed database or record-holder of your third-party advertising data. You are responsible for retaining your own copies or backups of data from your third-party accounts as needed.
6.4 Personal Data and Data Protection: Valigate’s intention is to minimize the personal data processed through the Service. The Service primarily deals with advertising performance data and technical information. However, some personal data may be involved, such as personal information of Authorized Users (names, emails for login) or personal data that may be contained in Customer Data (for example, if an advertising account name includes a person’s name or if any campaign data includes personal identifiers). Customer as Data Controller: To the extent that Customer Data contains personal data, you agree that you are the data controller for such personal data and that Valigate is a data processor processing such data on your behalf, only to provide the Service. You are responsible for ensuring that any personal data included in Customer Data has been collected and is shared with Valigate in compliance with applicable data protection laws (such as the EU General Data Protection Regulation (GDPR) or equivalent laws). You must provide any required notices and obtain any necessary consents from data subjects before using the Service to process their personal data. Valigate as Data Processor: Valigate will process any personal data contained in Customer Data solely for the purpose of providing the Service and in accordance with your instructions as set out in these Terms and any applicable Order Form. We will implement appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing and against accidental loss, destruction, or damage.
6.5 Data Not Stored on Behalf of Customer: Because Valigate does not persistently store third-party advertising data, Valigate typically will not act as a “processor” of such data beyond transient processing. Accordingly, Valigate will generally not be required to sign a separate Data Processing Agreement (DPA) for the handling of third-party advertising data, as no ongoing storage or extensive processing on behalf of Customer is taking place. In the event that applicable law or specific circumstances deem Valigate to be a processor of any personal data for Customer, Valigate will comply with applicable data protection obligations and (if required by law) enter into a DPA with Customer to govern such processing. You can contact us at security@valigate.io if you have questions regarding personal data and processing.
6.6 Valigate as Data Controller (Account and Usage Data): In addition to Customer Data, Valigate collects and processes certain limited personal data as a controller for its own legitimate business purposes – for example, information about Customer’s representatives and Authorized Users (such as names, work email addresses, phone numbers) for account setup, billing, and communication; or analytics on how the Service is used (which may involve log data like IP addresses or user activity for security monitoring and to improve the Service). Any personal data Valigate processes as a controller will be handled in accordance with our Privacy Policy and applicable data protection laws. We will not sell or share your personal information with third parties for their own marketing purposes. For details on how we handle personal information and privacy, please refer to Valigate’s Privacy Policy, available on our website valigate.io, which is incorporated herein by reference.
6.7 Data Security: Valigate takes security seriously. We implement commercially reasonable security measures (including administrative, technical, and physical safeguards) designed to protect Customer Data and personal information from unauthorized access, disclosure, or alteration. However, you acknowledge that no security is 100% foolproof, and we cannot guarantee absolute security. You are responsible for maintaining the security of your own systems, credentials, and networks when using the Service (as further described in Section 3). In the unlikely event of a data breach affecting your Customer Data, Valigate will comply with applicable data breach notification laws and will promptly notify you of any unauthorized access to your Customer Data in our possession.
6.8 Confidentiality of Customer Data: Valigate considers Customer Data to be your Confidential Information (as defined in Section 1 and protected under Section 9). We will not disclose Customer Data to any third party except as allowed under Section 9 (Confidentiality) or as needed to comply with law or a valid legal process, and in such case we will, to the extent legally permitted, give you notice to allow you to seek protective measures.
6.9 Contact for Privacy Inquiries: If you have any questions or requests regarding your personal data or privacy when using the Service, you may contact our data protection team at security@valigate.io. This contact can be used for GDPR-related requests, such as data access or deletion queries, or any other privacy or security inquiries.
7.1 Paid Subscription Only (No Free Trial): Valigate offers the Service solely on a paid subscription basis. There are no free plans or free trial periods available, unless explicitly offered by Valigate in writing for promotional purposes. By signing up for the Service and executing an Order Form (or completing an online purchase), you agree to pay the fees indicated for the chosen Subscription Term and plan. Access to the Service will be provided only after Valigate receives the required payment or has approved credit terms in writing. Any free or trial access that might be provided (at Valigate’s discretion) would be governed by these Terms, but Valigate reserves the right to determine trial eligibility and to terminate any trial access at any time.
7.2 Fees and Billing: You agree to pay all fees specified in the Order Form or pricing plan you selected. Fees may be charged on a recurring subscription basis (e.g., monthly or annually in advance) or on a one-time basis, depending on the plan. All fees are stated and payable in the currency specified in your Order Form or on our website (if not specified, the default is Euro (EUR) or Swedish Krona (SEK) as indicated by Valigate). Unless expressly stated otherwise, fees are exclusive of any applicable taxes.
7.3 Taxes: You are responsible for any taxes, duties, or similar governmental assessments of any kind (including but not limited to value-added tax (VAT), sales tax, use tax, or import duties) that are imposed on the transactions or amounts paid under this Agreement, other than taxes on Valigate’s income. If Valigate is required by law to collect and remit any such taxes from you, we will add such taxes to the applicable invoices or charges, and you agree to pay them. If you are tax-exempt, you must provide Valigate with a valid tax-exemption certificate, and we will not collect the taxes covered by that certificate.
7.4 Late Payments: If you fail to pay any fees on time, and full payment has not been received within fifteen (15) days after we provided notice of the overdue payment, Valigate may, in its discretion, suspend your access to the Service until the account is brought current. Additionally, any amount not paid when due shall accrue interest at the rate of 1.5% per month (or, if lower, the maximum rate permitted by law), from the due date until the date of payment. You will be responsible for any reasonable costs of collection for overdue amounts, including attorneys’ fees and court costs if incurred by Valigate.
7.5 No Refunds; Non-Cancellation: All sales are final. Except as expressly provided in this Agreement, fees are non-refundable. This means that once you have paid for a Subscription Term, you will not be entitled to a refund or credit if you decide to stop using the Service or cancel your account before the end of that term, except in cases where Valigate materially breaches this Agreement and fails to cure the breach (in which case a pro-rata refund may be considered), or as otherwise required by applicable law. The Service is billed in advance for each Subscription Term (monthly, annual, or otherwise) and, except as required by law, we do not provide refunds or credits for partial periods, unused time, or feature downgrades.
7.6 Subscription Renewal: If your subscription plan is indicated to auto-renew (for example, an annual subscription that renews for successive one-year periods), then unless you cancel your subscription in accordance with Section 13.2, you will be charged for renewal of your Subscription Term at the then-current fees. Valigate reserves the right to reasonably adjust the subscription fees at the time of renewal. We will endeavor to give you advance notice of any increase in fees before your renewal takes effect (for instance, via email or in an invoice). If you do not agree to a fee increase, you may choose to cancel the renewal per Section 13.2 (termination effective at the end of the then-current term) – continuing to use the Service into the renewal term will constitute acceptance of the new fees.
7.7 Fee Changes: Outside of renewal, if Valigate wishes to change the pricing or introduce new fees for the Service, we will provide you with notice (for example, by email or via the Service) at least 30 days in advance of such changes. Such changes will not affect your current Subscription Term but would take effect upon a renewal or new purchase. If you do not agree to the changed fees, you may choose not to renew or to terminate the Service at the end of your current term.
7.8 Promotions and Discounts: From time to time, Valigate may offer special discounts or promotions. Any such promotions are subject to the terms set at the time they are offered and may not be combined with other offers. Promotions might be temporary and Valigate reserves the right to modify or withdraw them at any time.
8.1 Valigate’s Intellectual Property: All rights, title, and interest in and to the Service and all of Valigate’s proprietary technology, software, algorithms, databases, methodologies, know-how, designs, user interfaces, trade secrets, and any improvements or modifications thereof (collectively, “Valigate Technology”), as well as all content provided by Valigate as part of the Service (such as any text, logos, graphics, or other materials created or provided by Valigate), are and shall remain the sole property of Valigate or its licensors. The Service is protected by intellectual property laws, including copyright, trade secret, and trademark laws. Apart from the limited usage rights expressly granted to you in these Terms, no license or rights in any Valigate intellectual property are granted to you, and all such rights are hereby expressly reserved. You shall not remove, alter, or obscure any copyright, trademark, or other proprietary notices contained in the Service or any reports or output generated by the Service.
8.2 Trademarks: “Valigate,” Valigate AI, the Valigate logo, and any other product or service names or slogans displayed on our website or Service are trademarks or registered trademarks of Valigate (or its affiliates or licensors). You are not permitted to use these trademarks without the prior written consent of Valigate, except as allowed by applicable law. All Third-Party Service names and logos that may appear in the Service (e.g., “Google Ads,” “Facebook”) are trademarks of their respective owners, and their use in the Service or in these Terms is for reference only and does not imply any endorsement or affiliation by those third parties with Valigate.
8.3 Feedback: We welcome feedback, comments, and suggestions for improvements to the Service (“Feedback”) from Customers. However, if you or your Authorized Users provide us with any Feedback, you acknowledge and agree that such Feedback is given voluntarily and Valigate will be free to use, disclose, reproduce, license, or otherwise exploit the Feedback as it sees fit, entirely without obligation or restriction of any kind. You hereby grant Valigate a perpetual, irrevocable, worldwide, sublicensable, royalty-free license to use and incorporate into the Service and our business any Feedback you provide, without any compensation to you. Valigate will not identify you or your organization publicly as the source of the Feedback without your permission.
8.4 Customer Data and Data Insights: This Agreement does not transfer ownership of any Customer Data to Valigate. Customer Data remains your property (or the property of your third-party licensors). However, you acknowledge that Valigate’s analysis of your data (for example, identifying a discrepancy or generating a summary report) may involve the application of Valigate’s algorithms and know-how. To the extent that any insights, aggregate metrics, or analytical results are generated by the Service using Customer Data, Valigate grants you a license to use and download those results for your internal business purposes. Likewise, you agree that Valigate is free to use and improve upon its generalized knowledge and techniques learned from providing the Service (even if such knowledge is based on processing Customer Data), as long as doing so does not disclose your Confidential Information or identifiable Customer Data to other parties. For clarity, Valigate will not use your Customer Data in a manner that identifies you for developing products or services for others, but Valigate reserves the right to use general knowledge, experience, and any feedback or suggestions (as per Section 8.3) to improve or enhance the Service for you or other customers.
8.5 Permission to Use Customer Name and Logo: Valigate may desire to reference the fact that you are a Customer in its marketing or promotional materials. Unless you opt out by notifying us in writing, you grant Valigate a limited, non-exclusive, royalty-free license to use your organization’s name and logo to identify you as a customer of Valigate on our website, presentations, or marketing materials. Any such use will be in accordance with any trademark guidelines you provide. This reference will typically be in the form of displaying your company’s name or logo alongside those of other Valigate customers. Valigate will cease this use upon your request (allow us a reasonable period to remove references in online or printed materials).
8.6 Third-Party Components: The Service may include or be provided with third-party software or other components that are subject to open source licenses or third-party terms. To the extent required by the licenses covering those components, the terms of such licenses will apply in lieu of the Terms solely with respect to those components, or will give you certain rights to use those components. Valigate will provide information about any such open source components upon request.
9.1 Obligations: Each party (as a Receiving Party) agrees that it will use the Disclosing Party’s Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement, and for no other purpose. The Receiving Party shall hold Confidential Information in strict confidence and not disclose it to any third party except as authorized by the Disclosing Party in writing or as expressly permitted by this Agreement. The Receiving Party shall protect the Disclosing Party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, but no less than a reasonable standard of care. Access to Confidential Information shall be restricted to those personnel or contractors of the Receiving Party who need to know such information for the purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those in these Terms.
9.2 Exceptions: The obligations in this Section 9 will not apply to any information that the Receiving Party can demonstrate, through credible evidence, meets one of the following categories: (i) is or becomes publicly available through no breach of this Agreement by the Receiving Party (and without obligation of confidentiality to the Disclosing Party); (ii) was already known to the Receiving Party, without confidentiality restrictions, at the time of disclosure by the Disclosing Party; (iii) is independently developed by the Receiving Party without reference to or use of the Confidential Information of the Disclosing Party; or (iv) is lawfully obtained by the Receiving Party from a third party who has the right to make such disclosure without breach of a confidentiality obligation to the Disclosing Party.
9.3 Required Disclosure: If the Receiving Party is required by law, regulation, or court order to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party will (to the extent permitted by law) promptly notify the Disclosing Party in writing before making any such disclosure, so that the Disclosing Party may seek a protective order or other appropriate remedy. The Receiving Party will disclose only that portion of Confidential Information which it is legally required to disclose and will use commercially reasonable efforts to ensure that any disclosed information is treated confidentially by the receiving authority.
9.4 Duration of Confidentiality Obligation: The confidentiality obligations set forth in this Section 9 shall commence upon disclosure of Confidential Information and continue for as long as the information retains its confidential nature. In other words, each party’s commitments to protect Confidential Information survive the termination of this Agreement for a period of five (5) years from the date of termination. For trade secrets (as defined by applicable law) or highly sensitive information, the obligations of confidentiality and non-use shall continue for so long as such information remains a trade secret or confidential under applicable law.
9.5 Return or Destruction: Upon termination or expiration of this Agreement (or earlier upon request), each Receiving Party will promptly return to the Disclosing Party or destroy (at the Disclosing Party’s election) all Confidential Information of the Disclosing Party in its possession or control, and certify in writing that it has done so. However, the Receiving Party may retain copies of Confidential Information that are automatically stored in routine backup or archival systems (or which must be retained to demonstrate compliance with law or this Agreement), provided that such retained copies remain subject to the confidentiality obligations of this Section for as long as they are retained.
9.6 No Implied Rights: Except for the limited rights to use Confidential Information as specified in these Terms, no license or right to the Disclosing Party’s Confidential Information is granted or implied under this Agreement. All Confidential Information remains the property of the Disclosing Party.
9.7 Remedies: Each party acknowledges that breach of this Section 9 may cause irreparable harm to the Disclosing Party, for which monetary damages would be inadequate. In the event of an actual or threatened breach of the confidentiality obligations, the Disclosing Party will be entitled to seek immediate injunctive relief (in addition to any other rights and remedies it may have) without the requirement of posting a bond or proving damages.
10.1 Authority and Performance Warranty: Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Valigate further warrants that it will provide the Service in a professional and workmanlike manner, consistent with general industry standards reasonably applicable to the provision of similar services. Valigate’s sole obligation and Customer’s exclusive remedy in case of a breach of this warranty will be for Valigate to use commercially reasonable efforts to correct or re-perform the non-conforming Service so that it conforms to this warranty. If Valigate cannot substantially correct the breach in a commercially reasonable manner within a reasonable time, then Customer may terminate the affected Service and receive, as its exclusive remedy, a pro-rata refund of any pre-paid fees covering the unused portion of the Subscription Term for the terminated Service from the date of termination. This warranty is conditioned on Customer making a claim to Valigate in writing within thirty (30) days of discovering the issue. This Section 10.1 does not apply to any free or trial use of the Service, which are provided “as is” with no warranties whatsoever.
10.2 Disclaimer of Warranties: Except as expressly provided in Section 10.1 above, the Service is provided “AS IS” and “AS AVAILABLE”. To the maximum extent permitted by law, Valigate, on behalf of itself and its affiliates and licensors, expressly disclaims all warranties, conditions, and representations of any kind (express, implied, or statutory) with respect to the Service and any software, documentation, or other materials provided in connection with the Service. This disclaimer includes, but is not limited to, any implied warranties of merchantability, fitness for a particular purpose, non-infringement, title, satisfactory quality, accuracy, or arising from course of dealing or usage of trade. Valigate does not warrant that the Service will be uninterrupted, error-free, or completely secure. We do not guarantee that the Service will find all data quality issues or discrepancies in your advertising accounts, nor that the recommendations or insights provided by the Service will be complete or error-free. You assume all responsibility for the results obtained from the Service and your reliance on those results. Any decisions or actions you take based on information or analysis from the Service (including any adjustments to your advertising campaigns or budgets) are solely at your own risk. Valigate will not be responsible for any consequences of decisions you make based on the Service’s output.
10.3 No Guarantee of Results: You acknowledge that the purpose of the Service is to assist you in identifying potential data anomalies or inconsistencies in third-party advertising data and to improve data quality and governance. While Valigate strives to provide useful and accurate insights, Valigate makes no guarantee that use of the Service will result in any specific outcome (such as improved advertising performance or cost savings). The effectiveness of the Service may depend on factors outside of Valigate’s control, including the accuracy of data from Third-Party Services and your actions in response to Service findings. You remain responsible for reviewing any flagged issues or recommendations and determining the appropriate course of action.
10.4 Third-Party Services and Data: Valigate disclaims any liability or responsibility for any Third-Party Services, as described in Section 5. We make no warranties regarding data or content that you access through the Service from third parties (for example, that data retrieved from Google or Facebook is correct or complete). Any disputes or issues arising from Third-Party Services are between you and the relevant third party.
10.5 Not Legal or Professional Advice: Any guidance provided by the Service (for example, identifying an unusual spend pattern or suggesting a possible data correction) is not intended as professional advice. You should consult your own professional advisors (financial, technical, legal, or otherwise) as appropriate when interpreting the Service’s outputs. Valigate is not engaged in rendering legal, accounting, or other professional services by providing the Service.
10.6 Beta Features: From time to time, Valigate may offer access to Beta or early-release features of the Service. Any such Beta features will be clearly identified and are provided “as is” for evaluation only, without any warranties, and may be subject to additional terms. Beta features may be incomplete or change substantially, and Valigate makes no commitments that a Beta feature will be released as part of the main Service.
10.7 Applicability of Disclaimers: Some jurisdictions do not allow the exclusion of certain warranties or conditions. To the extent that such laws apply to this Agreement, the exclusions and limitations in this Section 10 shall be interpreted to disclaim warranties and conditions to the maximum extent permitted by law.
11.1 Indemnification by Valigate: Valigate will defend you (the Customer) and your officers, directors, and employees (“Customer Indemnitees”) against any third-party claim, demand, suit, or proceeding (“Claim”) alleging that the Service, as provided by Valigate and used by you in accordance with this Agreement, directly infringes a third party’s intellectual property rights (patent, copyright, or trademark) or misappropriates a third party’s trade secrets. Valigate will indemnify and hold harmless Customer Indemnitees from any damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) finally awarded to the third party by a court of competent jurisdiction or agreed to in a settlement approved by Valigate arising from such Claim. If such an infringement or misappropriation Claim is brought or threatened, Valigate may, at its sole option and expense, seek to: (a) obtain for you the right to continue using the Service; (b) modify or replace the Service or the infringing component so that it becomes non-infringing (while preserving substantially equivalent functionality); or (c) if Valigate determines that neither (a) nor (b) is reasonably available, terminate your subscription for the affected Service (or the Agreement, if applicable) and refund to you any pre-paid fees for the terminated portion of the Subscription Term. Valigate will have no obligations under this Section 11.1 to the extent a Claim arises from: (i) your or an Authorized User’s misuse of the Service or use in violation of this Agreement; (ii) modification of the Service by anyone other than Valigate or our authorized contractors; (iii) combination of the Service with any other product, software, or data not provided by Valigate (including use of the Service to process third-party data) if the Claim would not have arisen but for such combination; or (iv) use of any version of the Service that is not the most current version, if the Claim could have been avoided by using the current version (and Valigate provided notice to you to update). This Section 11.1 sets forth Valigate’s sole liability, and your exclusive remedy, for any claims of intellectual property infringement or misappropriation.
11.2 Indemnification by Customer: You (the Customer) agree to defend, indemnify, and hold harmless Valigate and its affiliates, and each of their respective officers, directors, employees, and agents (“Valigate Indemnitees”), from and against any and all Claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or relating to a Claim by a third party that results from: (a) Customer Data or any data you or your Authorized Users provide or transmit through the Service (including any Claim that such data infringes or violates the rights of a third party, or that Customer’s use of the Service to process such data violates any law); (b) your use of the Service in violation of this Agreement or applicable law, including any misuse of Third-Party Services or breach of third-party terms by you; (c) any breach by Customer of Section 2 (Eligibility) or any representation or warranty in this Agreement (for example, any claim that you lacked authority to provide any data or to agree to these Terms); or (d) use of the Service by any Authorized User or other person using your account that is not in accordance with these Terms. You also agree to indemnify Valigate Indemnitees for any fines or penalties imposed on Valigate due to your violation of any law or regulation (for instance, if your use of the Service causes Valigate to be in violation of data protection laws due to Customer Data content, or if a third-party platform imposes a penalty because of your actions).
11.3 Indemnification Procedure: The obligations of the indemnifying party (Valigate or Customer, as applicable) to defend and indemnify the indemnified party under this Section 11 are conditioned upon the indemnified party: (i) promptly giving written notice of the Claim to the indemnifying party (provided that failure to give prompt notice will only relieve the indemnifying party of its obligations under this Section to the extent it is materially prejudiced by the delay); (ii) giving the indemnifying party sole authority and control of the defense and settlement of the Claim (except that the indemnified party’s prior written consent will be required for any settlement that requires any admission of liability or any payment by the indemnified party, such consent not to be unreasonably withheld or delayed); and (iii) providing reasonable information and assistance to the indemnifying party in defense of the Claim, at the indemnifying party’s expense. The indemnified party may participate in the defense with counsel of its own choosing at its own expense.
11.4 Exclusions and Entire Obligation: The foregoing indemnities do not apply to the extent a Claim arises from the indemnified party’s own breach of this Agreement or willful misconduct. Section 11.1 and 11.2 state the entire liability of each party and the exclusive remedy of the other party with respect to third-party Claims of the types described in those sections.
12.1 Indirect Damages Waiver: To the fullest extent permitted by law, neither party, nor its affiliates, suppliers, or licensors, will be liable to the other party or any third party for any indirect, incidental, special, consequential, punitive, or exemplary damages whatsoever, arising out of or related to this Agreement or the use of (or inability to use) the Service, whether such claim is based on warranty, contract, tort (including negligence), or any other legal theory, and whether or not the party has been informed of the possibility of such damage. This exclusion includes any damages for lost profits, lost revenues, loss of data, loss of goodwill, business interruption, or procurement of substitute services, even if the liable party was advised of the possibility of such damages or if such damages were foreseeable.
12.2 Cap on Liability: To the fullest extent permitted by law, each party’s total cumulative liability to the other party arising out of or relating to this Agreement and the Service (including any liability for the indemnities, warranties, and obligations contained herein), shall not exceed the total amount of fees actually paid (or due and payable) by Customer to Valigate for the Service in the twelve (12) months immediately preceding the event giving rise to the claim. If the claim arises before twelve months of Service use have elapsed, then the cap shall be the equivalent of twelve months’ subscription fees at the rate in effect at the time of the claim (for the plan Customer subscribed to). The existence of multiple claims will not enlarge this limit. This overall cap on liability applies collectively to Valigate, its affiliates, officers, employees, agents, and licensors in aggregate.
12.3 Exclusions from Limit: The limitations of liability in Section 12.1 and 12.2 shall not apply to: (a) Customer’s obligation to pay any unpaid fees under this Agreement; (b) either party’s liability for intentional misconduct or gross negligence; (c) either party’s liability for death or personal injury caused by its negligence or for fraud or fraudulent misrepresentation; or (d) Customer’s liability under Section 11.2 (indemnity to Valigate) for third-party claims (which shall instead be limited to two times the liability cap in Section 12.2, if such a separate cap is required by law for indemnification obligations). Additionally, the exclusions and limitations in this Section 12 shall not apply to the extent prohibited by applicable law – in any such case, the scope and duration of the relevant warranty or the extent of liability shall be the minimum permitted under such law.
12.4 Clarifications: Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein, and that these limitations are an essential basis of the bargain between the parties. The limitations in this Section 12 are independent of any exclusive remedies provided in this Agreement. You agree that the pricing of the Service reflects the allocation of risk set forth in this Agreement and that Valigate would not be able to provide the Service on the same terms without these limitations.
12.5 Application to Affiliates and Others: The exclusions and limitations in this Section 12 shall apply to each party’s affiliates and each of their directors, officers, employees, agents, contractors, suppliers, and licensors to the same extent as they apply to that party.
13.1 Term of Agreement: This Agreement is effective between Valigate and Customer as of the date Customer first accepts these Terms (either by signing an Order Form, clicking “I Agree” on our website, or by otherwise indicating assent, or by using the Service, whichever comes first) and will continue in effect for as long as a Subscription Term is active or until terminated as provided herein. Each Subscription Term will begin on the start date specified in the Order Form (or the date of enabling the Service, if no specific start date is listed) and will continue for the length of time specified (e.g., one month, one year, or another fixed term). Unless otherwise stated in the Order Form, subscriptions will automatically renew for successive periods equal to the initial Subscription Term (for example, month-to-month or year-to-year renewals) under the then-current pricing and Terms, unless either party gives notice of non-renewal or intent to terminate at least thirty (30) days before the end of the current term (or, if the Subscription Term is monthly, at least five (5) days before the end of the current monthly term). If no renewal term is specified and no notice of termination is given, the Agreement will continue on a month-to-month basis, cancellable by either party with 30 days’ notice.
13.2 Termination by Customer: You may terminate this Agreement or cancel your subscription at the end of your then-current Subscription Term by providing advance written notice of non-renewal in accordance with Section 13.1 (notice of non-renewal). During a Subscription Term, you cannot terminate for convenience (i.e., you remain committed for the duration of a paid term) and no refunds will be provided for early termination, except as expressly allowed under this Agreement. To avoid an upcoming renewal, it is your responsibility to inform Valigate of your intent not to renew within the required notice period (for example, through the account management interface or via email to Valigate’s contact as specified in Section 15). If you terminate by non-renewal, your access to the Service will continue until the end of the paid Subscription Term, at which point it will be deactivated.
13.3 Termination or Suspension by Valigate: Valigate may terminate this Agreement or suspend your account upon written notice to you under the following circumstances:
13.4 Effect of Termination: Upon the effective date of expiration or termination of this Agreement: (a) all rights and licenses granted to you under this Agreement will immediately terminate, and you (and your Authorized Users) must stop all use of the Service; (b) any outstanding invoices or accrued but unbilled fees will become immediately due and payable by Customer; (c) if requested by Customer, Valigate will make reasonable efforts to provide Customer with access to its account for a short period (e.g., 30 days) to export any Customer Data or results that may still reside within the Service (to the extent such data has not been deleted), provided all due fees are paid – however, since Valigate does not store raw Customer Data long-term, there may be little to export beyond account information or summary reports; and (d) Valigate will delete or destroy Customer’s account information and any remaining Customer Data within a reasonable period, except to the extent retention is required by law or permitted under Section 9 (Confidentiality) and Section 6 (Data) above.
13.5 Surviving Provisions: Termination or expiration of this Agreement shall not affect provisions of the Agreement which by their nature survive termination, including but not limited to: Sections 1 (Definitions), 6 (Customer Data and Privacy) as it pertains to continuing obligations, 8 (Intellectual Property Rights), 9 (Confidentiality), 10.2 (Disclaimers), 11 (Indemnification), 12 (Limitation of Liability), 13.4 and 13.5 (Effects of Termination and Survival), 14 (Governing Law and Dispute Resolution), 15 (Miscellaneous), and 16 (Contact Information), as well as any payment obligations accrued prior to termination and any other provisions that expressly or by implication are intended to survive termination.
14.1 Governing Law: This Agreement and any dispute or claim (whether contractual or non-contractual) arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the laws of Sweden, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to this Agreement and is hereby disclaimed.
14.2 Good Faith Negotiations: In the event of any dispute, controversy, or claim between the parties arising out of or relating to this Agreement or the Service (“Dispute”), the parties agree to first attempt to resolve the Dispute informally through good-faith negotiations. A party shall give written notice to the other party describing the nature of the Dispute and proposed solutions. Representatives of both parties shall meet (or confer by telephone/video) within two (2) weeks of such notice to discuss the Dispute and seek a mutually agreeable resolution. If the parties are unable to resolve the Dispute within thirty (30) days from the initial notice of the Dispute (or such longer period as the parties may agree in writing), then either party may initiate formal dispute resolution as outlined in Section 14.3 below.
14.3 Arbitration: Any Dispute that cannot be resolved amicably by the parties shall be finally settled by binding arbitration. The arbitration shall be administered by the Arbitration Institute of the Stockholm Chamber of Commerce (SCC). The Rules for Expedited Arbitrations of the SCC shall apply if the amount in dispute does not exceed an amount agreed by the parties or set by the SCC rules; otherwise, the Arbitration Rules of the SCC shall apply. The arbitration tribunal shall consist of one (1) arbitrator (unless the SCC rules require or the parties agree to three). The seat or legal place of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English (unless the parties agree to use Swedish or another language). The arbitrator shall have the authority to award any remedy or relief that a Swedish court could grant within the scope of this Agreement, provided that the arbitrator shall not have authority to award any damages precluded by this Agreement (such as punitive damages or any damages limited or excluded by Section 12). The arbitral award shall be final and binding on the parties and may be entered and enforced in any court of competent jurisdiction. The costs of arbitration (including reasonable attorneys’ fees) may be awarded to the prevailing party at the arbitrator’s discretion.
14.4 Confidentiality of Proceedings: The parties agree that any arbitration or court proceedings (to the extent Section 14.5 applies) shall be confidential. Neither party shall disclose to any third party the existence or results of any arbitration (or litigation), except as may be required to enforce an award, to seek interim relief, or as required by law.
14.5 Interim Relief; Court Jurisdiction: Notwithstanding the agreement to arbitrate, either party may at any time seek interim, provisional, or conservatory measures (such as a temporary restraining order or injunction) from a court of competent jurisdiction in order to protect its rights or property while arbitration is pending, in particular for breaches of confidentiality or intellectual property rights. For these purposes, and for any cases where arbitration is not available under applicable law, the parties agree to the exclusive jurisdiction of the courts of Sweden, and specifically the competent court in Stockholm, Sweden, to adjudicate any such matters. You and Valigate expressly consent to personal jurisdiction and venue in those courts for such limited purposes. However, except for the carve-out for interim relief, the parties agree that the arbitration clause above is intended to be broad and all-encompassing, governing most disputes.
14.6 Time Limit on Claims: To the extent permitted by law, any claim by Customer arising out of or relating to the Service or this Agreement must be filed within one (1) year after the cause of action arose. If a claim is not filed within that time, it is permanently barred. This section does not apply to the enforcement of an arbitration award or to claims for non-payment of fees.
15.1 Force Majeure: Neither party shall be liable for any failure or delay in performing its obligations (except payment obligations) under this Agreement if such failure or delay is due to causes beyond that party’s reasonable control, such as natural disasters, acts of government, war, terrorism, civil unrest, pandemics or epidemics, strikes or labor disputes (excluding strikes of the party’s own employees), failure of public utilities or telecommunications networks, embargoes, or other events of force majeure. The affected party shall notify the other party as soon as practicable of the force majeure event and make reasonable efforts to resume performance as soon as possible. The time for performance shall be extended for a period equal to the duration of the force majeure event. If a force majeure event continues for more than sixty (60) days, either party may terminate the Agreement upon written notice to the other, without liability (except that Customer will pay for services actually received prior to termination).
15.2 Independent Contractors: The relationship of the parties under this Agreement is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party has the authority to bind or act on behalf of the other in any manner unless expressly stated otherwise in this Agreement. Each party remains solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.
15.3 Assignment: Customer may not assign or transfer this Agreement, in whole or in part, nor delegate any of its obligations hereunder, to any third party (including any affiliate) without Valigate’s prior written consent which will not be unreasonably withheld. As an exception, Customer may assign this Agreement in its entirety, upon written notice to Valigate (and without Valigate’s consent), in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Customer’s assets, provided that the assignee is not a direct competitor of Valigate and agrees in writing to be bound by all terms and conditions of this Agreement. Valigate may assign or transfer this Agreement (in whole or in part) without Customer’s consent to any affiliate or in connection with any merger, consolidation, sale of assets, change of control, or reorganization (including to a successor entity). Valigate may also subcontract performance of certain parts of the Service to third parties (such as hosting providers or integration partners); however, Valigate remains responsible to Customer for the performance of any subcontracted obligations. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties’ respective successors and permitted assigns. Any attempted assignment in violation of this Section 15.3 shall be null and void.
15.4 Entire Agreement: This Agreement (including these Terms and all Order Forms and documents incorporated by reference, such as a Privacy Policy or any Data Processing Addendum, if applicable) constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous understandings, proposals, negotiations, representations, or agreements, whether written or oral, on that subject matter. Each party acknowledges that in entering into this Agreement it has not relied on any statement, representation, warranty, or agreement that is not expressly set out in this Agreement. Any terms or conditions (whether printed, hyperlinked, or otherwise) in any Customer purchase order, vendor portal, or other ordering documents that are inconsistent with or in addition to the terms of this Agreement are hereby rejected by Valigate and will be deemed null and void, unless explicitly agreed in writing and signed by both parties (in which case such specifically negotiated terms will control over these general Terms to the extent of the conflict).
15.5 Amendments: Valigate may update or modify these Terms from time to time. If we make a material change to the Terms, we will notify you either by sending an email to the primary contact on your account, or by presenting a notice through the Service (for example, via the application dashboard or our website). Any modifications to the Terms will become effective upon the start of your next Subscription Term or 30 days after posting of the updated Terms (or upon your earlier acceptance, such as by clicking “I agree” or continued use of the Service), whichever comes first. If you do not agree to a revision of the Terms, you must notify Valigate in writing within the notice period and you may elect not to renew your subscription under the prior Terms (with the updated Terms not applying). By continuing to use the Service after an updated version of the Terms has become effective, you agree to be bound by the latest Terms. Except for changes made by Valigate as described here, any amendment or modification of this Agreement must be agreed in writing by both parties.
15.6 No Waiver: The failure or delay of either party to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision. No waiver of any term of this Agreement shall be effective unless it is in writing and signed by an authorized representative of the waiving party. A waiver on one occasion shall not be construed as a waiver of any other term, or of the same term on any other occasion. Similarly, a party’s acceptance of any performance by the other party that deviates from the terms of this Agreement shall not constitute a waiver or acquiescence of any failure or breach of the Agreement.
15.7 Severability: If any provision of this Agreement is held by a court or arbitral tribunal of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it enforceable (if possible) or, if modification is not possible, deemed severed from this Agreement. In any event, the invalidity or unenforceability of that provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. The parties shall negotiate in good faith a valid and enforceable provision that is a reasonable substitute for any invalid or unenforceable term, in order to carry out the intent of the original provision.
15.8 Third-Party Beneficiaries: There are no third-party beneficiaries to this Agreement. This Agreement is for the benefit of the parties hereto and their permitted successors and assigns, and does not confer any rights or benefits on any third party (including any Authorized User in their individual capacity, or any customer of Customer). Notwithstanding the foregoing, affiliates of Valigate and of Customer are intended third-party beneficiaries of the limitations of liability and indemnification provisions of this Agreement, where required to protect those parties.
15.9 Notices: Except as otherwise specified in this Agreement, all notices, consents, and communications under this Agreement must be made in writing. Valigate may send notices to you through your account (e.g., via an in-service notification), via email to the contact email address on record for your account, or by courier/mail to the address we have on file for you. You should ensure that your account information, including contact email and address, is kept up-to-date. Notices to Valigate should be sent by email to security@valigate.io(with a subject line referencing the legal notice) and with a duplicate copy sent by certified mail or courier to Valigate’s postal address: Valigate AI AB, Nioörtsvägen 28A, 12632 Hägersten, Stockholm, Sweden, Attn: Legal/Terms Notice. Notices shall be deemed given: (a) if sent by email, on the day a successful transmission confirmation is obtained (or the next business day if sent outside of normal business hours of the recipient), provided that an “undeliverable” or similar error message is not received; (b) if sent by courier, upon delivery as confirmed by the courier’s records; and (c) if posted within the Service interface, at the time of user login or display to the user. For contractual or legal notices, email is an acceptable method of notice under this Agreement. Routine communications (such as support requests or queries about functionality) should be sent through normal support channels and not treated as formal notices.
15.10 Export Compliance: The Service, including any software we provide, may be subject to export laws and regulations of the United States, the European Union, and other jurisdictions. You represent that you and your Authorized Users are not named on any U.S. or EU government denied-party list, and you will not permit any Authorized User to access or use the Service in a U.S.- or EU-embargoed country or region (currently including, for example, Crimea, Cuba, Iran, North Korea, Syria, and any other territory prohibited by law) or in violation of any export law or regulation. You shall comply with all applicable export control and sanctions laws in your use of the Service.
15.11 Construction: The headings used in this Agreement are for convenience and reference purposes only and shall not affect the interpretation of any provision. As used in this Agreement, “including” means “including without limitation”. Any ambiguity in the Agreement shall not be construed against either party as the drafter. If these Terms are translated into a language other than English and there is any conflict between the English text and the translation, the English version will control.
15.12 Counterparts and Signatures: If an Order Form or any amendment to this Agreement is executed, it may be executed in counterparts (including via electronic signature or click-through agreement), which taken together will form one binding agreement.
If you have any questions about these Terms, or need to contact Valigate for any reason, please use the information below:
Valigate AI AB
Nioörtsvägen 28A
12632 Hägersten, Stockholm
Sweden
Email: security@valigate.io (for both data protection inquiries and general inquiries)
Website: valigate.io
Thank you for reading these Terms and Conditions. By using Valigate’s Service, you agree to abide by these terms. We value your business and aim to provide a reliable Service to improve your data quality and governance. If you have any questions or concerns about these Terms or the Service, please contact us