User access agreement

1. Introduction

This User Access Agreement (“Agreement”) describes the terms and conditions governing the Authorized User’s remote access to the Fill website and application (“Fill”).

Fill is developed, owned and provided by Fill Technology AB, with registration number 559308-8346, Valhallavägen 124,114 41 Stockholm, Sweden (the “Platform Provider”).

2. Definitions

For avoidance of doubt the following capitalized terms shall have the following meanings;

“Authorized User” shall mean any user of Fill, i.e. Service Provider’s employees or freelancers registered to use and accessing Fill.

“Clients” shall mean any entities posting different job assignments at Fil.

“Data Controller” shall mean the natural or legal person which, alone determines the purposes and means of the processing of personal data.

“Platform Provider” shall mean the organization providing Fill to the Authorized User according to the Agreement.

“Service Providers” shall mean the providers of services, e.g. staffing companies.

“Service Provider’s Personnel” shall mean an authorized representative of the Service Provider using and accessing Fill and acting on behalf of the Service Provider and possible Authorized User connected to the Service Provider.

“Third Party Applications” shall mean equipment and software which are fundamental for the use of Fill, such as computers and internet connection.

“User Data” shall mean any information added or uploaded by an Authorized User themselves or by Service Provider Personnel.

“Fill” shall mean a technology platform which enables Authorized User to upload User Data and manage job requests posted by Clients.

3. Registration, access and use

The Platform Provider shall provide Fill to Authorized User in accordance with this Agreement.

When registering at Fill, the Platform Provider provides User with a user account. User shall be properly registered and authorized by virtue of password controlled and administrated by the User (“Authorized User”).

Fill grants Authorized User access to Fill areas and accounts designed for the Authorized User. Fill includes functions for uploading, posting, linking, communicating, marketing and making information (“User Data”) available for Clients and other Service Providers Authorized User are solely responsible for the sharing and visibility settings in Fill.

3.1 Service Provider’s Personel’s use of Fill on behalf of another person

By uploading User Data to Fill, Service Provider warrants that the Service Provider’s Personnel has legal permission to upload such User Data on behalf of such employees or a Sub-contractor and that such User Data, or use of such User Data, in no way violates any national or international laws or regulations. The Service Provider’s Personnel may create an unique profile for the Service Provider’s entity which contains information about the Service Provider and Authorized User linked to it. The Service Provider’s Personnel may also act on behalf of other Service Provider’s employees and Sub-contractors and upload such employees’ and Sub-contractors’ User Data.

The Service Provider’s Personnel may provide Service Provider’s employees and Sub-contractors access to Fill. The Service Provider is responsible for any delegation of access rights to Fill and all settings related to it. The Service Provider has an obligation to continuously revise and update access rights that has been granted to Authorized User by the Service Provider’s Personnel. The Service Provider is also responsible to ensure that the Platform Provider has correct contact details to such Authorized User.

4. Authorized User’s obligations

Authorized User is responsible for the accuracy of all User Data provided to Fill. Authorized User warrants that all information provided to Fill is up-to-date, correct, and lawful. By submitting an application in Fill, the Authorized User assures that the application including CV concerns the

Authorized User as an individual and that all information stated therein is truthful and up-to-date. In a situation where Service Provider’s Personnel submits an application on behalf of an employee provided by the Service Provider or a Sub-contractor, the Service Provider’s Personnel assures that the application including CV, concerns the Service Provider’s employee or an individual working for a Sub-contractor and that all information stated in the application and any CV is truthful and up-to-date.

4.1 Unlawful use

Authorized User agrees to, not defame, abuse, harass, threaten or otherwise violate the legal rights of other users, including the Platform Provider; not publish, post or in any other way express any topic, material or information that is inappropriate, defamatory, infringing, obscene, pornographic, racist, terrorist, politically slanted, indecent or unlawful; not contribute to destructive activities such as dissemination of viruses, spam or any other activity that might harm the Platform Provider or other user in any way; and not use programming codes or commands when communicating in Fill.

The Platform Provider reserves the right to terminate this Agreement or restrict or deny use of Fill if the Platform Provider determines that
(i) Authorized User is or may be engaged in any improper use of Fill, or
(ii) Authorized User is in violation of this Agreement or any national or international laws or regulations.

Authorized User agrees to defend, indemnify and hold Platform Provider harmless against any claims, actions, proceedings, losses, damages, expenses and costs (including any legal fees) arising out of or in connection with any unauthorized use of Fill.

5. Charges

Fill is provided free of charge to the Authorized User. The Platform Provider may offer the Authorized User optional additional features or services within Fill which may be subject to a fee.

6. Suspension

The Platform Provider may suspend or limit the Authorized User's access to Fill if the Platform Provider has reason to suspect that the Authorized User’s or the Authorized User’s use of Fill implies a risk of more than minor damage to the Platform Provider, such as if the Platform Provider has reason to suspect that the Authorized User uses Fill for other purposes than agreed, or if unauthorized persons have gained access to Fill.

The Platform Provider may only suspend or limit the Authorized User's access to Fill to the extent reasonable in relation to the circumstances at hand. The Authorized User shall without undue delay be informed about any limitation or suspension of the access to Fill.

7. Platform Provider’s changes, updates and modifications to Fill

The Platform Provider may carry out measures that affect the availability of Fill if required for technical, maintenance, operational or safety reasons. The Platform Provider shall perform such measures promptly and in a manner that limits the disruption. The Platform Provider undertakes to notify the Authorized User within a reasonable time before such measures are carried out, to the furthest extent possible.

The Platform Provider may, without prior notification to the Authorized User, make changes to Fill or the method of providing it, if such changes
(i) can reasonably be assumed to benefit the Authorized User,
(ii) be of minor consequence to the Authorized User or
(iii) is required due to changes of platforms of Third Party Applications, which affect Fill.

8. Changes

The Platform Provider reserves the right to modify this Agreement at any time by update this Agreement. The Authorized User will be notified of any changes made to the Agreement and the changes requires the Authorized User’s acceptance in order for the Authorized User to continue use of Fill.

9. Warranties and liabilities for defects

Fill is provided, to the extent allowed under law, “as is” and “as available” without liability for defects or any representations or warranties of any kind, whether express, statutory, implied or otherwise.

The Platform Provider does not warrant or represent that Fill, including integrated third party tools, will be error-free, uninterrupted or meet Authorized User specific requirements.

The Platform Provider is not responsible for neither technical, hardware or software malfunctions, nor lost or unavailable network connections, downtime or disconnections from Fill.

The Platform Provider makes no representation or warranty as to the accuracy, timeliness, quality, completeness, suitability or reliability of any information or data accessed on or through Fill. The Platform Provider does not examine or take any responsibility regarding the validity of information provided by different users.

The Platform Provider is not responsible for any damage, loss or injury resulting from hacking, tampering, or other unauthorized access or use of Fill.

The Platform Provider shall maintain the availability of Fill using commercially reasonable efforts, however not making any specific undertakings regarding the availability or performance of Fill outside of what is stated in the Agreement.

Authorized User may use Fill to find contract jobs at Clients. Authorized User explicitly accepts that the Platform Provider has no responsibility or liability related to any job services provided by an Authorized User to a Client.

Neither Party shall be liable for indirect damage or loss, such as, but not limited to the liability to third parties, loss of profit, loss of data, loss due to the fact that Fill cannot be properly utilized, loss as a result of a decrease or loss of turnover or production, or similar loss.

10. Intellectual property rights

The Platform Provider will be and remain the sole owner of all intellectual property rights (such as but not limited to copyright, know how, trademarks, trade names, source code, documentation and graphic material) and other rights, that the Platform Provider develops in connection with the Fill. Authorized User shall not copy, transmit, distribute, transfer or reproduce any software of Fill.

11. Personal data

The Platform Provider and the Service Providers are each Data Controllers for each party’s separate processing of personal data connected to an Authorized User. In order to improve Fill, the Platform Provider may collect, aggregate, analyze and save

Authorized User Data generated when the Authorized User use Fill. The Platform Provider shall be entitled to use, disclose, exploit and save such aggregated data in ways that do not identify the

Authorized User (“Anonymized Data”). Such Anonymized Data may be combined with similar data from other users. The Platform Provider shall be entitled to use, disclose, exploit and save such aggregated data in ways that do not identify the Authorized User.

12. Termination by Authorized User

An Authorized User may close the user account at any time. Notwithstanding the foregoing, any obligations due to ongoing contracts or applications must be fulfilled before the user account may be closed. By closing a user account this Agreement will be terminated.

Upon termination of the Agreement, the Authorized User’s right to use Fill ceases. Termination of the Agreement shall be without prejudice to any rights, claims, damages, compensation, or remedies accrued to either party prior to the effective date of the termination.

13. Governing law and dispute resolution

The Agreement shall be construed in accordance with, and governed by, the laws of Sweden as applied between Swedish legal entities.

Any dispute, controversy or claim arising out of or in connection with this Agreement, 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”).

The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Stockholm, Sweden and the language to be used in the arbitral proceedings shall be English.

Notwithstanding the foregoing, each party shall be entitled to seek equitable or injunctive relief in an applicable jurisdiction for a breach of confidentiality by the other party, or for a violation of the party’s intellectual property rights.

The parties agree that all arbitral proceedings conducted with reference to this arbitration clause will 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 prior consent by the other party, unless and to the extent it is necessary for a party in order to secure its interest against the other party in connection with a dispute or if required by law.