TERMS OF USE

1. Introduction

These Terms of Use (the ”Terms”) apply when an investor, accelerator, incubator, or advisor acts in the exercise of its business (“you”) uses Pitchago AB’s, Swedish Reg. No. 559284-6470, (“Pitchago,” “we” or “our”) Investor Portal for venture assessment and portfolio management platform (the “Platform”). If you use the Platform as the representative of, or on behalf of, a legal person, such legal person shall instead be bound by these Terms.  

2. Definitions

“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars;

“Free Version” means the basic version of the Platform provided free of charge.  The Free Version is subject to limited functionality of the Pitchago Platform. We may amend, vary, or cancel any Free Version access at any time;

”Intellectual Property Rights” means all intellectual property rights wherever in the world, whether unregistrable or registrable, registered or unregistered, including any application or right of application for such rights, and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, patents, utility models and rights in designs; 

“Personal Data” shall have the meaning described in the General Data Protection Regulation (EU 2016/679);

“Pitchago Venture Assessment & Growth Platform” is an application used by entrepreneurs to perform an assessment of their startup. 

“Premium Version” means the various degrees of premium versions of the Platform provided as a subscription service with a monthly or yearly fee;

“In-App Purchases” mean additional functions, content, or credits that are purchased from within the Free Version or Premium Version (such as Generative AI token credits);  

“Privacy Policy” means the privacy policy applicable from time to time and accessible here;

“Tax” or “Taxes” means all applicable taxes, including but not limited to indirect taxes such as goods and services tax (“GST”), value-added tax (“VAT”), sales tax, fees, duties, levies, or other similar taxes. Unless otherwise stated, any consideration, amount payable, prices, fees, payment terms and/or any other amounts are exclusive of Taxes.

“User Account” means the user account created by you as described in section 4;

“User Data” means all data (including Personal Data) provided by you in the Platform;

“Users” means any person you appoint to access the User Account.

‍3. Scope of Services 

3.1 The Platform is a service which helps investors, accelerators, incubators, and advisors collaborate, evaluate, monitor, and connect with growth startups by integrating with the Pitchago Venture Assessment & Growth Platform. The User can invite entrepreneurs to take the Pitchago Venture Assessment & Growth Platform’s initial assessment by sending an email or using a uniquely created URL. The User can view the resulting venture assessment and related company information, make notes, and collaborate with entrepreneurs. 

3.2 The Platform allows Users to make data-driven decisions based on startup maturity, funding stage, sector, region, and performance before spending valuable time meeting and investing in founders' companies. Our ambition is to constantly develop the Platform; therefore, the design and features will change over time. 

3.2 The Platform is provided as a Free Version and Premium version. In some cases, separate terms will apply. However, the provisions below apply to both versions if not explicitly stated.

4. Creation of a User Account  

4.1 To create a User Account, you need to first complete a registration form by entering your full name and a business email, and then complete a Company Information form, including a password to be used for later signing in to the Platform.

By ticking the check box “you confirm that you have read and agree to our Terms of Use and our Privacy Policy Agreements,” you accept that these Terms govern your rights and obligations regarding the Platform. You also confirm that you have obtained the information about our processing of Personal Data in accordance with the Privacy Policy. 

4.2 After completing the registration form described in 4.1, you will go through a formal Pitchago approval process to confirm that you are a bona fide investor, accelerator,  incubator, or accelerator. We will send you an email to confirm your approval within a short time frame, and you will thereby receive a worldwide, non-transferable, and non-exclusive right to access and use the Platform. Pitchago reserves the right not to grant you access to the Platform during this approval process without giving any reason. 

4.3 Once you have been approved with a User Account of the Platform, you may, in accordance with the instructions in the Platform, add (and remove) Users to access and use the content of your User Account. You are responsible (i) to ensure that the Users comply with these Terms when using the Platform and (ii) for all acts and omissions of Users in relation to the User Account, including their compliance with these Terms. 

4.4 By following the instructions in the Platform, you can ask Pitchago to delete your User Account and any information stored therein. 

5. Limited access to the User Account/Platform

5.1 Pitchago may discontinue your access to parts of or all of the User Account and the Platform with immediate effect and during the time it lasts if:

1. your or User’s use of the Platform (i) poses a security risk to the Platform, Pitchago, or any third party, or (ii) could adversely impact Pitchago´s systems, the Platform, or the systems or content of any third party (including Pitchago´s other customers);
2. you or Users are in breach of these Terms, or
3. you are in breach of your payment obligations according to section 8.

5.2 If any of the above is remedied, Pitchago may give you and/or Users access again to the Platform. During the period while the access to the User Account and Platform is discontinued, you will remain responsible for all fees accrued. However, if access is discontinued in accordance with 5.1 A, B, or C above, Pitchago may, at its sole discretion, choose to terminate the Terms with immediate effect.‍

6. Availability and functionality

6.1 Pitchago provides the Platform “as is” and is not responsible for damages caused by errors or disruptions in the Platform. We are under no circumstances obliged to pay compensation or damages for any errors, deficiencies, loss of data, or other breach of contract on our part that goes beyond what is stated in these Terms. 

6.2 Pitchago shall use reasonable endeavors to maintain the availability of the Platform to you but does not guarantee 100% availability.

6.3 Pitchago may, from time to time, suspend the Platform for the purpose of maintenance. Pitchago shall, to the extent possible, ensure that maintenance is carried out outside regular business hours. 

6.4 For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of these Terms:

1. a Force Majeure Event;
2. a fault or failure of the internet or any public telecommunications network;
3. a fault or failure of your computer systems or networks;
4. any breach by you of these Terms; or
5. maintenance.

7. Your obligations 

7.1 You shall only use the Platform in accordance with these Terms and the instructions made available in the Platform by Pitchago.

7.2 The User Account is personal and only allowed to be used by you, or Users. You undertake to ensure that no one else but you can use any login details linked to the User Account and that these are stored in such a way that unauthorized persons cannot access the information. If you suspect that the User Account is being used unauthorized, you shall report this to Pitchago. We are not responsible for any losses caused by the unauthorized use of your login details.

7.3 The right to access and use the Platform granted to you under section 4.1 and 4.2 above is subject to the following conditions:

1. you may not sub-license its right to access and use the Platform;
2. the User Account may only be used by you and Users (if applicable); 
3. you may not use the Platform to provide services to third parties; 
4. you may not republish or redistribute any content or material from the Platform other than for your personal use, including data obtained from the Pitchago Venture Assessment & Growth Platform; 
5. you may not copy, modify, develop, or in any other way amend the Platform or permit any third party to do so, or decompile or disassemble the Platform or by any other means recreate the Platform’s source code, except for what is permitted under mandatory law; 
6. you may not use the Platform in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any such purpose or activity.

7.4 You acknowledge that the platform is owned and operated by Pitchago AB. Any content, data, graphics, images, audio, video, software, systems, processes, trademarks, and other information, including, without limitation, the “look and feel” of the Website (collectively, the “Content”) contained in this Website are proprietary to Pitchago AB. The content is protected by Swedish and international copyright and trademark laws. Except as set forth herein, you may not modify, copy, reproduce, publish, post, transmit, distribute, display, create derivative works from, transfer, or sell any Content without the express prior written consent of Pitchago AB. You may download, print, and reproduce the content for your own non-commercial, informational purposes, provided you agree to maintain any and all copyright or other proprietary notices contained in such content and to cite the URL source of such content. Reproducing multiple copies of the content, in whole or in part, for resale or distribution is strictly prohibited except with the prior written permission of Pitchago AB. To obtain written consent for such reproduction, contact us at hello@pitchago.com.

‍

8. Prices and payment

8.1 Signing up for the Premium Version, means you shall pay the monthly or annual subscription fees set out in Pitchago’s from time to time applicable price list available on the Platform. You will be billed on the day you subscribe and for the full duration of the selected term (e.g. monthly or annually). You can cancel your subscription at any time on the Platform. When you cancel your subscription, you will be eligible to use the Platform until the end of the paid subscription term, after  which you will be downgraded to the Free Version. Your subscription will be billed on the first day of your subscription for the full term selected (e.g. monthly or annually) and the subscription will be renewed automatically on the day it expires unless you have canceled the subscription before the renewal date.  All billing and transaction processing is done using a valid debit or credit card entered into the Platform. You will receive an invoice/receipt by email, and you can also access all Pitchago invoices/receipts via the Platform.

8.2 If you at any time should fail to make payment in full on the commencement of a subscription term, or your debit or credit card has expired, Pitchago shall be entitled to either suspend the use of the Platform or downgrade you from the Premium Version to the Free version. 

8.3 In-App-Purchases on the Platform will provide the price for each feature (e.g. AI token credits). Your In-App-Purchases will be billed on the day of your purchase. All billing and transaction processing is done by using a valid debit or credit card entered into the Platform. You will receive an invoice/receipt by email, and you can also access all In-App-Purchases and related invoices/receipts via the Platform.

8.4 As long as you utilize the Premium Version of the Platform or make In-App-Purchases, you shall provide us with valid debit or credit card (“card”) information and authorize us to deduct your charges against that card. You will replace the information for any card that expires with information for a valid one. If your card is automatically replaced with a new card by a payment processor, you acknowledge and agree that we’re authorized to deduct any charges on your account against the new card. Anyone using a card represents and warrants that they are authorized to use that card, and that any and all charges may be billed to that card and won’t be rejected. If we’re unable to process your card order for any reason, we’ll try to contact you by email and may suspend your account until your payment can be processed.

8.5 We may change any of our fees, including our charges for Premium Version subscription plans and In-App-Purchases, at any time by posting a new pricing structure on the Platform, and/or sending you a notification by email. Existing prepaid subscription plans will only be affected by price changes once renewed. Quoted fees don’t include sales or other transaction-based taxes of any kind.

8.6 In the event that any amount payable by you to Pitchago is subject to Taxes, Pitchago shall collect the full amount of those Taxes from you and said collection shall not reduce or somehow impact the amount to which Pitchago is entitled. You will reimburse and indemnify Pitchago for any Taxes, interest, and penalties that Pitchago may be compelled to pay on account of your non-payment. You must pay any applicable Taxes. In the event that any payments and/or amount payable by you to Pitchago is subject to (i) any withholding or similar tax; (ii) any Taxes not collected by Pitchago; or (iii) any other Taxes or other government levy of whatever nature, the full amount of that tax or levy shall be solely your responsibility and shall not reduce the amount to which Pitchago is entitled under the Terms. You will indemnify and hold Mailchimp harmless against any and all claims by any competent tax authority related to any such withholding or similar taxes and any penalties and/or interest thereon.

8.7 You will not be entitled to a refund or credit from us under any circumstance. However, at our sole discretion, we may offer a refund, discount or credit. 

9. Warranties and warranties limitation

9.1 Pitchago warrants that the Platform, when used by you in accordance with these Terms:

• will not breach any laws, statutes, or regulations applicable under Swedish law; 
• to the best of its knowledge, it will not infringe any third party’s Intellectual Property Rights.

9.2 If Pitchago reasonably determines, or any third party alleges, that the use of the Platform by you in accordance with these Terms infringes any third party’s Intellectual Property Rights, Pitchago may at its own cost and expense:

• modify the Platform in such a way that it no longer infringes the relevant Intellectual Property Rights; or
• procure for you the right to use the Platform in accordance with these Terms.

9.3 The Customer acknowledges that complex software is never wholly free from defects, errors, bugs, or security vulnerabilities, and thus Pitchago gives no warranty or representation that the Platform will be wholly free from defects, errors, and bug or that the Platform will be entirely secure.

10 Indemnification and limitation of liability

10.1 Pitchago shall indemnify you from and against any liability to third parties arising from a claim that the use of the Platform infringes upon any third party’s Intellectual Property Rights provided, however, that Pitchago shall have no liability if such claim arises from (a) User Data or (b) if applicable, any modification, combination or development of the Platform that is not performed by Pitchago or on its behalf.

10.2 You shall indemnify Pitchago from and against any liability to third parties arising from your violation of these Terms.

10.3 In events described in sections 10.1 and 10.2 above, the party making the claim must provide the other party with prompt written notice of any claim and allow such other party the right to assume the exclusive defence and control and cooperate with any reasonable requests assisting defence and settlement of such matter. 

10.4 Neither party shall be liable to the other party for loss of profit, production, goodwill or other indirect damage or loss, including the other party’s liability to pay compensation to a third party or for loss of data.

10.5 Pitchago does not guarantee or endorse the accuracy, completeness, reliability, or suitability of any content, advice, statement, opinion, or any other information contained, displayed, or extracted from the Platform.

10.6 Pitchago excludes any warranties and responsibilities concerning the results, or reports obtained by you from the Platform and shall not be liable for any claims, losses or damages arising from inaccuracy, delay, omission, bug or error in the Platform nor actions taken as the result from your use of the Platform or any reliance on its content, advice, statement, opinion or any other information contained, displayed or extracted from the Platform. 

10.7 Under no circumstances shall the content, advice, statement, opinion or any other information contained, displayed or extracted from the Platform be used or considered as offer, solicitation, or recommendation to sell or buy any security. 

10.8 The maximum liability of Pitchago under these Terms in respect of any event or series of related events shall not exceed the amount paid and payable by you for the Platform for the preceding twelve (12) months.

10.9 The limitation in respect of a party’s liability in damages pursuant to this section 10 shall not apply where the party has acted intentionally or grossly negligent.

10.10 Neither party shall be liable for delay or damage caused by a Force Majeure Event.

11 Intellectual Property Rights

11.1 You retain all rights, title and interest, including all Intellectual Property Rights, in all User Data. You grant Pitchago a worldwide, non-exclusive, limited-term license to copy, reproduce, store, distribute, publish, export, adapt, edit, and translate User Data to the extent required for the performance of Pitchago’s obligations and the exercise of Pitchago’s rights under the Terms. This includes the right for Pitchago to anonymize and aggregate the User Data to produce statistics and to improve the Platform. You also grant Pitchago the right to sub-license these rights to its hosting, connectivity and telecommunication service providers.

11.2 You are responsible for:

• development, content, operation, maintenance, and use of User Data,
• ensuring that User Data and Pitchago’s use of User Data will not infringe the Intellectual Property Rights of any third party or violate any applicable laws, and
• taking appropriate action to secure, protect and backup User Data in a manner that will provide appropriate security and protection and routinely archiving User Data.

11.3 Pitchago, or any third party from whom Pitchago derives its right, owns and shall retain all rights, title and interest, including any Intellectual Property Rights, in and to the Platform. Nothing in these Terms shall be deemed as an assignment or transfer of any Intellectual Property Rights from Pitchago to you, or from you to Pitchago.

12 Confidentiality

The parties hereby undertake during the term of this Terms and thereafter, to maintain in absolute confidence any Confidential Information (as defined below) disclosed by the other party in connection with your use of the Platform and not to disclose any Confidential Information thus received to any third parties. 

For the purposes of these Terms, “Confidential Information” means any and all information, including but not limited to analyses, reports, compilations, studies, summaries and other documents, provided to us through the Platform. 

You hereby undertake to keep Confidential Information confidential and you shall not disclose in whole or in part any Confidential Information to any person, save that we may disclose Confidential Information to your directors, officers, employees, advisers and consultants who are involved in the evaluation and/or potential transaction in relation to any of the companies of which you receive Confidential Information (collectively our “Representatives”) through the use of the Platform. You also undertake to inform all of our Representatives of the confidential nature of the Confidential Information and require them to keep all Confidential Information confidential in accordance with these Terms of Use.  You undertake only to use all and any Confidential Information supplied to us for the sole purpose of engaging in a relationship with any of the companies of which you receive Confidential Information, such as evaluating investment, or other transactions to  provide coaching, give advice and similar venture services, and not to use any Confidential Information for any other purpose whatsoever.  

The obligation to not disclose the Confidential Information does not apply to such Confidential Information which:

• (a) after the time of such disclosure, is made available in the public domain otherwise than through an unauthorized disclosure by you or any of your Representatives, or by any other person in breach of an obligation of confidentiality which you are aware of;
• (b) was lawfully in your Representatives’ possession prior to such disclosure and which was not acquired directly or indirectly through the Platform;
• (c) you or any of your Representatives are required or requested to disclose according to (i) applicable law, governmental regulation, rules or by any court of competent jurisdiction of arbitral tribunal, (ii) applicable rules and regulations of any stock exchange or any recognised marketplace or (iii) any lawful and compelling enquiry by any governmental, official, supervisory or regulatory authority; or
• (d) is independently developed by you or any of your Representatives without reference to or reliance upon the Confidential Information.

In the event we or any of your Representatives are required to disclose Confidential Information in accordance with above, you shall, to the extent legally permissible and reasonably practicable, inform Pitchago in writing (email being sufficient) of such request or obligation as soon as reasonably possible and in any event before any Confidential Information is disclosed.

‍

13 Term and termination

13.1 If you use the Free Version, the Platform may be used until further notice. You may terminate your use of the Platform without any notice period, termination must, however be made in writing, e.g. by mail to support@pitchago.com. 

13.2 If you use the Premium Version, the Platform may be used until further notice. You may terminate your use of the Platform with one month’s written notice, e.g. by email to support@pitchago.com. However, either party is entitled to terminate these Terms and the use of the Platform with immediate effect if the other party:

• fails to fulfill any of its obligations under these Terms, provided such failure is of material importance to the non-breaching party and the other party has failed to perform rectification not later than thirty (30) days following written notice thereof; or
• has suspended its payments, is the subject of a bankruptcy petition, commences negotiations for a composition with its creditors or applies for company reconstruction (Sw. företagsrekonstruktion), enters into liquidation or may otherwise be deemed to be insolvent.

13.3 Upon termination of these Terms, all the provisions hereunder shall cease to have effect if not explicitly stated otherwise. However, it shall not affect your obligation to pay Pitchago any accrued fees under these Terms. Furthermore, Pitchago shall not be obliged to refund any subscription payments carried out nor any In-App-Purchases carried out but not utilized (in full or in part).

14 Miscellaneous 

14.1 These Terms and the instructions provided to you in the Platform constitute the entire terms regarding the use of the Platform. 

14.2 Pitchago has the right to make amendments and changes to these Terms and will notify you through the Platform in a reasonable time before amendments or changes are implemented. However, Pitchago will not notify you if the amendment or change is of limited importance or is caused by a change in law or regulation or governmental decisions. In regard to the change of fees for the Premium Version, you will be able to end the subscription set out in 8.1 before the renewal date.

14.3 A new version of these Terms is effective from when we announce it via email or when you log into the Platform.  

14.4 Neither party may transfer or otherwise assign, partially or in full, any of its rights or obligations pursuant to the Terms without the other party’s written consent. Without prejudice to the foregoing, Pitchago may transfer its rights and obligations pursuant these Terms in connection with business transfer concerning the Platform.

14.5 Should any provision in these Terms or part thereof be found void or invalid, the other provisions of these Terms shall remain in force and the provision may be amended to the extent such invalidity materially affects the rights or obligations of either party pursuant to the Terms.

15 Governing Law and dispute resolution

15.1 These Terms shall be governed by and construed in accordance with the laws of Sweden.

15.2 Any dispute, controversy or claim arising out of or in connection with your use of the Platform, or these Terms, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC Institute”). The seat of arbitration shall be Gothenburg and the language to be used in the arbitral proceedings shall be Swedish.

15.3 The Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply, unless the SCC Institute, in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply. In the latter case, the SCC Institute shall also decide whether the arbitral tribunal shall be composed of one or three arbitrators.

16 Contact details

Do not hesitate to contact us on the following contact details if you have any questions or complaints regarding the Platform. 

Pitchago AB, Västra Stationsvägen 13, SE 436 44 Askim, Sweden

Mail: info@pitchago.com