Terms of service
Gilion platform
Effective 8 September, 2025
Please note that certain sections might apply only to Platform Customers or Capital Partners (each as defined below). We highlight these sections with appropriate headings. If no specification exists, the section applies to all registered users of the Platform (as defined below) and Customers, including all Platform Customers and Capital Partners.
For all registered users of the Platform, please read the section User Rules below. By using the Platform you acknowledge and agree to follow these User Rules.
Please note that certain sections might apply only to Platform Customers or Capital Partners (each as defined below). We highlight these sections with appropriate headings. If no specification exists, the section applies to all registered users of the Platform (as defined below) and Customers, including all Platform Customers and Capital Partners.
For all registered users of the Platform, please read the section User Rules below. By using the Platform you acknowledge and agree to follow these User Rules.
1. General
1.1 These terms of service (“Terms of Service”) form part of a legally binding agreement between Gilion AB reg. no. 559264-9726, Eriksbergsgatan 27, 114 30, Stockholm, Sweden (“Gilion”, “we”, “our” and “us”) and either (i) the company that registered for the Platform as Platform Customer, or (ii) the company that registered for the Platform as Capital Partner (hereinafter each referred to as a “Party” and jointly as the “Parties”) regarding the Services (the “Agreement”). The Agreement consists of the Terms of Service, applicable Service Specific Terms (if any) and the Data Processing Agreement, and any other contractual documents relating thereto, whether attached or incorporated by reference.
1.2 The following order of precedence shall apply in the event of conflict or inconsistency between any terms and conditions of the Agreement: (i) Service Specific Terms, (ii) Data Processing Agreement, (iii) Terms of Service.
1.3 The Agreement is effective as of the Effective Date and applies to the use of the Services and Gilion's delivery of the Services. Please read the Agreement carefully before using the Services.
1.4 By signing up for the Services, you represent and warrant that (i) you have the right to represent the Customer, (ii) you have full legal authority to bind the Customer to this Agreement, and (iii) that your acceptance of this Agreement will be treated as the Customer’s Agreement.
1.5 In the case of any discrepancies or conflicts between this Agreement and the Data Processing Agreement, the Data Processing Agreement shall prevail.
1.6 The individual that registers for the use of the Platform must at all times comply with the User Rules set out below.
2. Definitions
“Affiliate” means, in relation to any Party, a subsidiary or a branch of that Party or a holding company controlling that Party or any other subsidiary or branch of that holding company.
“Agreement” means “Agreement” as defined in Section 1.1.
“Base Services” means the available Service options provided by Gilion which are not subject to a Subscription Fee.
“Capital Partner” means any third-party bank, financial institution, fund or other entity regularly engaged in or established for the purpose of making, purchasing or investing in loans or equity, on whose behalf registration for the Platform as “capital partner” has been completed.
“Customer” means a Platform Customer (whether or not it is also a Loan Customer) or a Capital Partner (as the case may be).
“Customer Data” means financial data, sales data, and other business information about the Platform Customer (or any of its Affiliates) that is provided by the Platform Customer or on the Platform Customer's behalf to Gilion in connection with the use of the Platform (either directly from the Platform Customer to Gilion or indirectly through the Capital Partner to Gilion).
“Confidential Information” means Customer Data, Results, and information about a Party's (or any of its Affiliates’) business and operations (including but not limited to products, methods, techniques, or projects) and any other information that should reasonably be understood as confidential given the nature of the information or the circumstances surrounding its disclosure that a Party discloses or, that is disclosed on its behalf (the “Disclosing Party”), to the other Party (the “Receiving Party”) in connection with the use of the Platform.
“Data Processing Agreement” means (i) in respect of EU or UK located Customer, the data processing agreement, available here and (ii) in respect of US located Customer, the service provider agreement, available here.
“Effective Date” means the earlier of (i) the date Customer clicks to “accept” the Terms of Service or similar check box presented as part of the sign-up process to the Platform and (ii) the date Customer starts using the Services.
“Intellectual Property Rights” means any intellectual property rights, whether registered or unregistered, including (but not limited to) trademarks, company names, domain names, logos, patents, inventions, design rights, copyrights (including that which subsists in software), database rights and know-how.
“Lender” means any Capital Partner in capacity as lender under a Loan Agreement (if entered into) from time to time including any transferees of the original lender.
“Loan Agreement” means (if entered into) a facility agreement, promissory note or other document/s governing the financing (i) made available to the Platform Customer (or any of its Affiliates) by Gilion (or any of its Affiliates) or (ii) made available to the Customer (or any of its Affiliates) by Gilion, Capital Partner and/or another third party lender and arranged by Gilion (or any of its Affiliates).
“Loan Customer” means any Platform Customer that has entered into a Loan Agreement.
“Loan Process” means the process (a) starting at the earlier of (i) the Platform Customer submitting a written loan request via Gilion’s website or the Platform, and (ii) the Platform Customer and Gilion entering into a non-disclosure agreement for the purpose of a potential financing transaction and (b) ending at the earlier of (i) the Platform Customer entering into a Loan Agreement, (ii) the Platform Customer or Gilion abandoning the potential financing transaction in writing, and (iii) 120 days after Gilion's credit committee decision.
“Platform” means the digital platform to which the Customer is granted access in accordance with this Agreement.
“Platform Customer” means the company on whose behalf the registration for the Platform as a “customer” has been completed.
“Privacy Laws” means all applicable data protection and privacy regulations, including but not limited to the EU General Data Protection Regulation 2016/679, and any other relevant data privacy laws in force within the relevant jurisdiction, both currently and as they may be amended or enacted in the future.
“Privacy Notice” means (i) in respect of EU or UK located Customer, Gilion's privacy notice available here and (ii) in respect of US located Customer, Gilion's privacy policy available here.
“Result” means the results of Gilion's processing of Customer Data as part of the Platform Customer's use of the Platform.
“Services” means the Platform and its content including the Result, features, functionalities, tools, data, software and services related thereto provided by Gilion as included in the respective service option which are available, from time to time, at https://www.gilion.com/pricing or in the Service Specific Terms (as applicable).
“Service Specific Terms” means the additional terms of service for Gilion’s entered into between Gilion and Customer (if any).
“Subscription” means the available Service options provided by Gilion which are subject to a Subscription Fee.
“Subscription Fee” means the applicable fees plus any applicable taxes paid by the Customer for the Subscriptions as applicable and from time to time specified at https://www.gilion.com/pricing or in the Service Specific Terms (as applicable).
“Term” means “Term” as defined in Section 13.1.
“Third-Party Data Sources” means the third-party data sources specified in the Loan Agreement (if entered into) or any other third-party data sources agreed between Gilion and the Platform Customer, through which Customer Data is made available to Gilion.
“User” means the individual who registered for the use of the Platform provided by Gilion.
3. Gilion's provision of the Services
Applicable to Platform Customers only
3.1 Gilion provides numerous Service options. The Base Services are provided free of charge, while the Subscriptions are subject to Subscription Fees before they can be accessed. The Subscriptions might not be available at all markets.
3.2 Subject to the Platform Customer’s payment of the applicable Subscription Fees (if any) and compliance with this Agreement, Gilion will provide the Services in accordance with this Agreement and the Platform Customer may use the Services in accordance with this Agreement. Gilion strives to attain high levels of the Services.
3.3 The Platform Customer acknowledges that the Platform Customer's provision of Customer Data to Gilion is a prerequisite for Gilion's ability to provide the Result to the Platform Customer as part of the Services in accordance with this Agreement and, if entered into, comply with its obligations under the Loan Agreement. The Platform Customer shall ensure that Gilion throughout the Term has sufficient access to all Third-Party Data Sources.
Applicable to Capital Partners only
3.4 Gilion shall provide the Capital Partner access to the Platform in accordance with this Agreement as applicable for Capital Partners. The Platform includes various features and functionalities for Capital Partner that Gilion may develop from time to time, including for the purpose of managing, monitoring or analyzing loans. Gilion strives to attain high levels of the Services.
3.5 Capital Partner will be onboarded to the Platform based on a classification process that evaluates their intended use, resources and operational needs. The scope of Services for Capital Partner is determined on a case-by-case basis and set out in the Service Specific Terms.
3.6 The Capital Partner acknowledges that the Platform Customer’s provision of Customer Data to Gilion is a prerequisite for Gilion’s ability to provide the Result to the Capital Partner in accordance with this Agreement and that it is the responsibility of the Capital Partner, and not Gilion, to ensure that such relevant Customer Data is provided to Gilion and that Gilion throughout the term of the relevant Loan Agreement has sufficient access to all Third-Party Data Sources. The Capital Partner acknowledges that neither Gilion nor any of its Affiliates shall be liable for any damages, costs or losses whatsoever as a result of the Platform Customer removing Gilion’s access to any Third-Party Data Sources, Customer Data or otherwise restricting Gilion from its ability to deliver Results to the Capital Partner.
3.7 Gilion (and any of its Affiliates) may rely on the Customer Data provided by the Platform Customer together with any representation, communication, certification or document made by the Platform Customer (if any) on the Platform. Gilion is not responsible or liable for:
the adequacy, accuracy or completeness of any data or information supplied by the Platform Customer and made available to the Capital Partner on the Platform,
any Result; or
any determination as to whether any data or information provided by the Platform Customer and made available to the Capital Partner on the Platform is non-public information and the use of which may be regulated or prohibited under the market abuse regulation, rules of any stock exchange or other recognized marketplace or any other laws and regulations as applicable from time to time.
3.8 Neither Gilion, nor any of its Affiliates, shall be liable for any damages, costs or losses to the Capital Partner or any other person, any diminution in value or any liability whatsoever arising as a result of the Capital Partner’s or any other person’s relying on the Customer Data provided by the Platform Customer (or any Results deriving therefrom) together with any representation, communication, certification or document delivered through the Platform.
Applicable to all Customers
3.9 Gilion is constantly developing new features and functionalities. Gilion reserves the right to modify the Services, including the Platform and the Subscriptions, by adding additional features, functionalities or services. Customer acknowledges and agrees that the form and nature of the Services may change without prior notice to Customer.
3.10 Gilion is not responsible for inaccuracies, omissions, or delays in Third-Party Data Sources that may affect platform outputs, nor does Gilion have any obligation to verify, update, or correct such data. The Customer acknowledges that reliance on Third-Party Data Sources is at its own risk.
3.11 Gilion’s Services include certain artificial intelligence (AI) and machine based functionalities. While Gilion strives for accuracy, Customer acknowledges that AI and machine generated forecasts and other Results are probabilistic and may not always reflect real-world outcomes. Any reliance on Results is at Customer’s sole risk. Results should not be used as the sole basis for financial or lending decisions without independent verification. Gilion makes no representations or warranties regarding the accuracy, completeness or reliability of the Results.
3.12 For avoidance of doubt, and without limiting the generality of Sections 3.10 and 3.11, the Results generated through the Services shall not be viewed as financial, investment or other advice. Gilion is not an advisory firm and does not give financial, investment or other advice. Hence, Gilion does not bear any responsibility for the Results or any information that is derived from the Services.
3.13 The Platform and Services are provided on an “as is” and “as available” basis, without warranties of any kind. Gilion does not guarantee that the Platform will be available at all times, without interruption or error free. Availability may be affected by factors beyond Gilion’s control, including but not limited to maintenance, updates, and third-party service disruptions. Gilion does not (i) make any warranties or representations of any kind (whether expressed or implied) towards the Customer or any third party regarding the Platform or the Result, including but not limited to the function, availability or accuracy of the information provided via the Platform including any of its features, or the content of any Result or (ii) guarantee any specific outcomes or financial performance through the use of its Platform. Decisions made by the Customer using data, forecasts, or tools provided by the Platform is its sole responsibility.
3.14 The Customer is aware that Gilion may from time to time carry out measures that affect the availability of the Platform for e.g. technical, maintenance, operational or safety purposes. Gilion will strive to perform such measures promptly and in a manner that limits the disruption to the Platform.
3.15 If the Customer's use of the Platform in Gilion's reasonable opinion results in a risk of damage to Gilion, Gilion may at any time block or restrict the Customer's access to the Platform. Gilion will inform the Customer about any such restricted access as soon as possible.
3.16 Gilion may engage subcontractors to perform its obligations under this Agreement.
4. The Customer's use of the Services
4.1 The Customer shall only use the Services, including the Result, for its own internal business activities and operations.
4.2 The Customer shall comply with any instructions provided by Gilion from time to time regarding its use of the Services.
4.3 The Customer shall ensure and is responsible for that any of its Users use the Services in accordance with this Agreement and the User Rules below.
4.5 The Customer shall ensure that login information, security procedures and other information provided by Gilion for access to the Platform are treated as Confidential Information in accordance with Section 10 below. The Customer shall notify Gilion immediately in the event of any unauthorized access to such information.
4.6 The Customer shall notify Gilion immediately upon discovery of any infringements or attempted infringements that might affect the Platform.
5. Subscription, Subscription Fees and payment
5.1 A Subscription starts on the date of the initial purchase and extends for the chosen subscription period of a month or a year, respectively. If not canceled, the Subscription shall renew automatically for an additional time period corresponding to the latest chosen subscription period.
5.2 The Customer shall pay the Subscription Fee for the Subscriptions monthly or annually by recurring credit card charges made on the date of the initial purchase, or if otherwise agreed between the Parties, by invoice issued in advance and due in ten (10) days.
5.3 The Customer is responsible for any taxes, and will pay Gilion for the Subscriptions without any reduction for taxes.
5.4 The Customer’s obligation to pay all Subscription Fees is non-cancellable. If the Agreement or Subscription is terminated, Customer is obliged to pay all fees owed for the period before the termination date. Unless explicitly stated herein, Customer will not get a refund of already paid fees.
5.5 Gilion may change the Subscription Fees or the payment terms at any time in its sole discretion. Gilion will notify the Customer of any change of the Subscription Fee prior to it becoming effective; notice may be in the form of an invoice. Any change to the Subscription Fees or the payment terms shall become effective at the first day of the next subscription period following the notice of such change.
5.6 In the event of delay in payment, penalty interest shall be payable in accordance with the Swedish Interest Act (1975:635). The Customer shall be responsible for all reasonable expenses (including attorneys’ fees) incurred by Gilion in collecting such delinquent amounts. Further, if the Customer’s payment for the Subscription is overdue, Gilion may suspend the Services.
6. Rights and obligations related to Customer Data and the Result
6.1 Customer Data
6.1.1 In the relationship between the Platform Customer, the Capital Partner and Gilion, the Platform Customer is the holder of all rights pertaining to Customer Data. Gilion or any of its Affiliates may use Customer Data:
to the extent required to provide access to the Platform and the Result to the Platform Customer in accordance with this Agreement and, if entered into, the Loan Agreement (or any other agreement(s) referred to therein);
for the purpose of delivering analysis of Customer Data in aggregated form to a prospective lender; and
for the purpose of delivering Customer Data in aggregated form to the Lender under the Loan Agreement.
6.1.2 The Platform Customer is solely responsible for the accuracy, quality and integrity of all Customer Data that is provided or made available to Gilion, or obtained by Gilion in accordance with instructions from the Platform Customer, within the Platform Customer's use of the Platform.
6.1.3 The Platform Customer warrants that the Customer Data is not illegal or unlawful, does not infringe any third party's rights, and that it is not capable of giving rise to legal action against Gilion. These obligations include but are not limited to that the Platform Customer shall ensure that Gilion is entitled to use the Customer Data in accordance with this Agreement. The Platform Customer shall ensure that the Customer Data is free of viruses, Trojans, worms or other harmful software or codes, or in any other way adversely affect the Platform.
6.1.4 The Platform Customer shall fully indemnify Gilion against any damages, fines or costs that Gilion incurs as a result of any breach by the Platform Customer of the warranties set out in Sections 6.1.2 or 6.1.3. This obligation includes, but is not limited to, that the Platform Customer undertakes to defend, at its own expense, Gilion against any claims, fines or actions regarding personal data processing and/or infringement of a third party's rights due to Gilion's use of the Customer Data in accordance with this Agreement (including but not limited to any costs or damages that Gilion may become liable to pay as a result of a judgment or settlement regarding such claims).
6.1.5 Gilion undertakes to take appropriate organizational and technical measures to protect the confidentiality, availability and integrity of Customer Data.
6.1.6 Gilion or any of its Affiliates may also during the Term and thereafter without any limitation use Customer Data in an anonymized form for service development purposes (including, but not limited to, to better understand a particular issue, industry or sector; benchmarking to provide insights to Gilion’s or any of its Affiliates’ customers; modeling; credit processes or improving Gilion's or any of its Affiliates’ service offerings).
6.1.7 Gilion will not share any Customer Data with any third party unless:
the Platform Customer has invited third-party Users to its account on the Platform, in which case such Users and the organisation that such Users represent are deemed authorised recipients of Customer Data;
authorized by the Platform Customer;
required to provide access to the Platform or Result in accordance with this Agreement;
it is to a prospective lender to the Platform Customer during the Loan Process for the purpose evaluating a potential loan transaction, provided that no personal data (as defined under the Privacy Laws) or raw data is shared; or
it is to a Lender to the Loan Customer during the Term for the purpose of monitoring the loan and the relevant Loan Customer, provided that no personal data (as defined under the Privacy Laws) or raw data is shared.
6.1.8 By entering into a Loan Process or a Loan Agreement, the Platform Customer accepts that Customer Data may be shared with multiple potential lenders and Lenders (including Capital Partners), each of whom evaluates such data independently.
6.1.9 The Platform Customer agrees that any Capital Partner, in relation to which Customer Data may be shared pursuant to Section 6.1.7, may also share Customer Data relating to that Platform Customer with Gilion.
Applicable to Capital Partners only
6.1.10 The Capital Partner acknowledges that Gilion will only share Customer Data with the Capital Partner subject to Section 6.1.7 above.
6.1.11 The Capital Partner acknowledges that Gilion will only share Customer Data with the Capital Partner subject to Sections 6.1.7-6.1.9 above.
6.1.12 The Capital Partner shall fully indemnify Gilion against any damages, fines or costs that Gilion incurs as a result of: (i) the Capital Partner’s misuse of Customer Data; (ii) breach of confidentiality obligations under this Agreement; (iii) unauthorized use of the Platform; or (iv) on-compliance with applicable laws and regulations.
6.2 Result
6.2.1 In the relationship between the Platform Customer and Gilion, Gilion is the holder of all rights pertaining to the Result. The Platform Customer is granted a non-exclusive, and unlimited in time, right to use the Result for its own internal business activities and operations. To the extent the Platform Customer shares the Result with a third party, the Platform Customer shall ensure that such third party is aware of the limitations of Gilion's liability as set out in Section 3.13.
6.2.2 In the relationship between the Capital Partner and Gilion, Gilion is the holder of all rights pertaining to any Results. The Capital Partner is granted a non-exclusive right to use the Result for credit decisions and its monitoring of the relevant loan for as long as any loan or commitment is outstanding under any Loan Agreement. The Capital Partner shall not share the Result with any third party.
6.2.3 By entering into a Loan Process or a Loan Agreement, the Platform Customer accepts that Results may be shared with multiple potential lenders and Lenders (including Capital Partners), each of whom evaluates such data independently.
7. Data privacy
7.1 Gilion will process personal data about the Users when registering and using the Services in accordance with Gilion's Privacy Notice. To the extent Gilion shall process personal data on behalf of the Customer in the capacity of data processor as defined under the Privacy Laws, Gilion shall perform such processing in accordance with the Data Processing Agreement, which is incorporated to this Agreement.
7.2 Customer may not import into, or otherwise make available in, the Platform any personal data which may be regarded as sensitive (special categories of personal data under Privacy Laws), unless specifically agreed between the Parties in writing and subject to agreed specific instructions.
8. Intellectual Property Rights
8.1 Gilion or Gilion's licensors hold all rights, including Intellectual Property Rights, to the Services. The Gilion name and logo, and the product names associated with the Services are trademarks of Gilion or third parties, and may not be used without Gilion's prior written consent. Nothing in this Agreement shall be interpreted as a transfer of any rights, or parts thereof, referred to herein to the Customer.
8.2 Gilion shall ensure that the Customer's use of the Services does not infringe any third-party Intellectual Property Rights. Provided that such claims are not due to a failure by the Customer to use the Services in accordance with this Agreement or instructions provided by Gilion, Gilion undertakes to defend, at its own expense, the Customer against any claims or actions regarding infringement of a third party's rights due to the Customer's use of the Services. Gilion shall also indemnify the Customer for any costs or damages that they may become liable to pay as a result of a judgment or settlement. This obligation by Gilion only applies if the Customer has notified Gilion in writing of a claim or action within any undue delay and Gilion is given the sole control over the defense against such action and the sole right to negotiate any agreement or settlement. Other than as stated in Section 8, Gilion is not liable to the Customer for infringements of a third party's Intellectual Property Rights.
8.3 Gilion shall not be responsible to indemnify Customer in accordance with Section 9.2 to the extent the claim of infringement is based upon:
use, operation or combination of the Services with hardware, software, data, documentation or other equipment not provided by Gilion; or
the Platform or the Result having been altered or used in a way deviating from its construction or from its intended purpose.
9. Changes to the Services, the Platform and this Agreement
9.1 Gilion may modify or update the Services (“Updates”), the Platform, the Subscriptions or this Agreement from time to time if deemed necessary due to regulatory requirements, changes regarding subcontractors or company policies. If the Update(s) entails a material disadvantage to the Customer, Gilion will inform the Customer about the Update(s) before they enter into force by e.g. posting a notice about the Update(s) through the Platform, by email to the User(s) or by posting an updated Agreement on its webpage.
9.2 Unless otherwise noted by Gilion, the Update(s) that entails a material disadvantage will become effective thirty (30) days after the notification to the Customer. However, Update(s) required by applicable law will become effective immediately. If Customer does not agree to Updates Customer shall stop using the Services and either cancel the Subscription in accordance with Section 12 or terminate this Agreement in accordance with Section 13 and shall be entitled to a pro rata refund of any prepaid fees remaining and being unused for the subscription period.
9.3 Customer’s continued use of the Services after such Update(s) will constitute Customer’s consent to such change.
10. Confidentiality
10.1 In addition to what is set out in any Loan Agreement entered into regarding confidentiality obligations, the obligations and rights set out in this Section 11 shall apply.
10.2 Each Party undertakes to: (i) use Confidential Information only in accordance with this Agreement, and (ii) take appropriate organizational and technical measures to safeguard the confidentiality of the Confidential Information received from the Disclosing Party and exercise at least the same degree of care as it applies to its own Confidential Information.
10.3 Each Party undertakes not to disclose, without the other Party's prior written consent, to any third party any Confidential Information except as expressly permitted under Sections 6.1.7, 6.1.8, 6.1.9 and 6.2.3 for the purpose of fulfilling its obligations or exercising its rights under this Agreement and provided that such third party is subject to confidentiality obligations materially consistent with those of this Agreement. This confidentiality obligation does not apply to information that the Party can demonstrate has become known to the Party other than through the Platform or which is publicly known. Furthermore, the confidentiality obligation does not apply when a Party is required to disclose such information by law or regulation, court or government order or binding stock exchange regulations. Where a Party is required to disclose information in such way, it shall notify the other Party prior to disclosure and to the extent possible ensure that the receiving third party processes the information as confidential information. The confidentiality obligations set out herein shall apply during the Term and for a period of two (2) years thereafter.
10.4 Notwithstanding what it set out in Sections 10.2 and 10.3 above, Gilion may in connection with Gilion's marketing of the Services inform third parties that the Platform Customer is a customer and/or borrower (as applicable) of Gilion (or any of its Affiliates) and that the Platform Customer is using the Services. This right includes the right for Gilion to use the Platform Customer's company name and trademark in connection with such marketing in accordance with any written guidelines provided by the Platform Customer.
11. Limitation of liability
11.1 In no event shall Gilion be liable towards the Customer for any indirect, incidental or consequential damage or any losses of production, profit, data or goodwill or similar as a result of the Customer's use of the Services. In addition, Gilion's total liability towards the Customer is limited to the Subscription Fees paid by the Customer during the twelve (12) month period before the event giving rise to the liability occurred. If no Subscription Fees have been paid by the Customer, the liability shall never exceed EUR 100. The limitations of Gilion's liability set out in this Section 11.1 shall not apply to Section 8.2 or damage caused by wilful intent or with gross negligence.
11.2 Except for Customer’s payment obligations, neither Party can be held liable for any undertakings or for loss or damage in the event that a Party is prevented from performing its obligation due to circumstances that are beyond that Party’s control, including, but not limited to, legal enactment in Sweden or abroad, official action in Sweden or abroad, events of war, large-scale mobilization or calling up of troops, requisition, sequestration, strike, blockade, lockout, break-in, water damage, fire damage, stroke of lightning, flooding or other similar circumstance. The provisions concerning strike, lockout, and blockade also apply, even if the Party is the object of or takes such industrial action.
12. Cancelation of Subscription
12.1 The Customer can upgrade, downgrade or cancel its Subscription at any time through the Platform. An upgrade of the Subscription shall become effective immediately. A downgrade or cancelation of the Subscription shall become effective at the first day of the next subscription period following such action. The Customer will have continued access to the Subscription for the remainder of the subscription period during which a downgrade or cancelation occurred.
12.2 Upon cancellation of a Subscription, Customer will only have access to the Base Services, and this Agreement and the Parties’ obligations under this Agreement will remain in full force and effect.
13. Term and Termination of the Agreement
Applicable to all Customers
13.1 The Agreement is valid from the earlier of (i) the Effective Date and (ii) the date Customer starts using the Services and shall remain in force so long as any amount is outstanding under the Loan Agreement or any commitment thereunder is in force, or if no Loan Agreement is entered into, the time period the Customer has a registered account for the Platform (“Term”).
Applicable to Loan Customers only
13.2 A Loan Customer may not terminate this Agreement during the Term.
Applicable to Customers except for Loan Customers
13.3 Customer (which is not Loan Customer) can terminate this Agreement at any time by notifying Gilion. A termination of this Agreement shall become effective on the earliest of the first day of the next subscription period following the termination or at a later date as agreed between the Parties. The Customer will have continued access to the Subscription for the remainder of the subscription period during which a termination occurred.
13.4 To the extent permitted by applicable law, either Party may terminate this Agreement immediately on written notice if (a) the other party is in material breach of this Agreement and fails to cure that breach within thirty (30) days after receipt of written notice of the breach or (b) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety (90) days.
13.5 In addition to Sections 13.3 and 13.4, Gilion may also terminate this Agreement immediately on written notice if Gilion reasonably believes that continued provision of the Services used by the Customer would violate applicable law(s) or this Agreement.
13.6 If this Agreement is terminated, then all rights and access to the Services will terminate unless otherwise described in this Agreement.
14. Miscellaneous
14.1 No partnership
The Parties are independent contractors, and no partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties is created hereby. Notwithstanding any other provision in this Agreement, this Agreement shall not create or confer (whether expressly or by implication) any rights or other benefits in favor of any person, not a party hereto.
14.2 Entire agreement
The Parties confirm that this Agreement represents the entire understanding and constitutes the whole agreement between the Parties relating to their use of the Services, the Platform and the Result and supersedes all prior agreements (including but not limited to non-disclosure agreements), covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, agent, employee or representative of either of the Parties.
14.3 No waiver
An omission by Gilion to exercise its rights and remedies under this Agreement on any occasion shall not constitute a waiver of such rights and remedies on other occasions.
14.4 Assignment
No Party may assign, pledge or otherwise encumber any of its rights or obligations under this Agreement without the prior written consent of the other Party. However, Gilion may, without the prior written consent of the other Party, assign any of its rights or obligations under this Agreement to an Affiliate, or to another third party as part of a corporate reorganization, upon a change of control, consolidation, merger, sale of all or substantially all of its business or assets of Gilion.
14.5 Substitution
If any provisions of this Agreement, or the application of it, should be declared or deemed void, invalid or unenforceable in whole or in part for any reason, the remaining provisions of this Agreement shall continue in full force and effect. The Parties shall seek to amend such void, invalid or unenforceable provisions and thereby this Agreement in order to give effect to, so far as it is possible, the spirit of this Agreement and to achieve the purposes intended by the Parties.
14.6 Surviving clauses
Sections 5, 6, 7, 8, 10, 11 and 15 shall survive the expiration of this Agreement.
15. Applicable law and dispute resolution
15.1 This Agreement shall be governed by the substantive law of Sweden, without regard to its choice of law provisions.
15.2 Any dispute, controversy or claim that solely regards this Agreement shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be Stockholm and the language to be used in the arbitral proceedings shall, unless otherwise agreed between the Parties, be English. Any other dispute, controversy or claim shall be settled in accordance with the Loan Agreement (if entered into).
15.3 The Parties undertake and agree that any arbitral proceedings conducted with reference to this arbitration clause shall be kept strictly confidential. This confidentiality undertaking shall cover all information disclosed in the course of such arbitral proceedings, as well as any decision or award that is made or declared during the proceedings. Information covered by this confidentiality undertaking may not, in any form, be disclosed to a third party without the written consent of the other Party. This notwithstanding, a Party shall not be prevented from disclosing such information in order to safeguard in the best possible way its rights vis-à-vis the other Party in connection with the dispute, or if the Party is obliged to so disclose pursuant to statute, regulation, a decision by an authority, applicable stock exchange regulations or the regulations of any other recognized marketplace.
User Rules
These User Rules outlined in this section apply to all Users. We've created these User Rules to help Users utilize our Platform in a responsible and secure manner with the ultimate aim of safeguarding the interests and rights of the Customer, Users, and Gilion.
You acknowledge that the features and functionalities available to you may vary depending on which market you are located in.
You shall NOT use the Platform or any of its features and functionalities:
To generate hateful, harassing, violent content, content that intends to harass, threaten, or bully an individual, or content that promotes or glorifies violence or celebrates the suffering or humiliation of others.
For fraudulent, deceptive or any other activity that causes, or may cause, damage, impairment of the availability or accessibility of the Platform, or in any way that infringes, misappropriates or violates any person's rights, or is unlawful, illegal, fraudulent or harmful.
To reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of the Platform or any of its features and functionalities.
To copy, store, host, transmit, send, use, generate, publish or distribute any material that consists of, or is linked to, any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.
To generate malware attempts or code that is designed to disrupt, damage, or gain unauthorized access to a computer system.
To send us any personal data related to under-aged individuals or sensitive categories of personal data as both defined under the Privacy Laws.
In any way that would entail a breach of this Agreement or any applicable laws.
To upload or publish any material that is fraudulent, abusive, threatening, violates the rights of others, offensive or in any way unlawful.
You acknowledge and agree that you shall not copy or transfer any software that is included in the Platform, except as expressly permitted by this Agreement. Neither can you under any circumstances alter, develop or make additions to any software included in the Platform.
You are solely responsible for your use of the Platform including uploading, publication or sharing of content, and agree to indemnify and hold Gilion harmless from damages, loss or costs incurred by your use of the Platform, including in connection to third-party claims against Gilion.
You acknowledge and agree that if you use the Platform in any way that violates this Agreement, including these User Rules, Gilion may reasonably assume that you significantly violate laws or your agreement with Gilion and may terminate or deactivate your account, withdraw your access to the Platform or any of its features and functionalities.
You must ensure that your login information is safe and secure. The Platform may only be used by you as the Platform User account holder and not by anyone else. You may not grant access to the Platform or your user account to anyone else for any purpose. Any access by others shall be deemed an unauthorized access to your account. Any data related to misuse or suspected misuse may be retained and used for future risk assessment. Gilion also reserves the right to deactivate your use of the Platform without prior notice in case of a significant breach of these User Rules.