1. INTRODUCTION 

1. LEIA Health AB, a limited liability company incorporated in Sweden with corp. reg. no. 559311-0520, having its registered office at Frejgatan 32, 113 45 Stockholm Sweden (“LEIA Health”) provides a digital app designed to assist Users (as defined below) in navigating their parental health and parental leave (the “LEIA Health App”). 
    

2. The legal entity named in the relevant Service Order (the “Customer”) wishes to provide its Personnel with the LEIA Health App.
    

3. Subject to the terms of these B2B Terms and Conditions, LEIA Health hereby offers the Services (as defined below) to the Customer which, by executing the Service Order, subscribes to the Services, with the purpose of LEIA Health providing the LEIA Health App to the Customer’s Personnel selected by the Customer (the “Users”).  
    

4. By executing the Service Order, the Customer hereby confirms that the Service Order is executed by an authorized signatory of the Customer with the necessary power to represent the Customer, bind the Customer to these B2B Terms and Conditions and subscribe for the Services, with the number of subscriptions set out in the Service Order(s).   
    

5. These B2B Terms and Conditions are effective between the Customer and LEIA Health as of the date of Customer’s execution of the Service Order (the “Effective Date”).
    

These terms and conditions apply to the Services (as defined below). Capitalized terms have the definitions set forth in these B2B Terms and Conditions.

 

2. DEFINITIONS

•  “Agreement” means the Service Order(s) executed by the Customer and these B2B Terms and Conditions.

• “B2B Terms and Conditions” means these LEIA Health Parental Support Solution Terms and Conditions.

• “Customer” has the meaning set out in section 1.2 above.

• “Effective Date” has the meaning set out in section 1.5 above.

• “Feedback” has the meaning set out in section 6.5.

• “Law” means laws and regulations applicable to a Party in its performance of the Agreement.

• “LEIA Health” has the meaning set out in section 1.1 above.

• “LEIA Health App” has the meaning set out in section 1.1.

• “LEIA Health Manager Platform” means the online web platform provided by LEIA Health to onboard Manager(s) to administer the Services and generate User Codes.

• “Manager” means Customer’s personnel who is a manager of a User and authorized by the Customer to use the LEIA Health Manager Platform.

• “Parental Leave Plan” has the meaning set out in section 7.4.

• “Party” means each of LEIA Health and the Customer, collectively the “Parties”.

• “Personnel” means employees, consultants, contractors, and agents of the Customer.

• “Services” means the LEIA Health Manager Platform and the LEIA Health App. 

• “Taxes” means any applicable taxes, levies or similar governmental assessments, including but not limited to, value added, withholding or sales taxes, assessable by any jurisdiction. 

• “Terms of Service” means the terms of service applicable to the LEIA Health App and available on LEIA Health’s website. 

• “User” has the meaning set out in section 1.3. 

• “User Code” means a unique code generated by a Manager through the LEIA Health Manager Platform which allows access to the relevant User to start onboarding to the LEIA Health App.

 

3. LEIA HEALTH SERVICES

3.1 Provision of Services. Subject to Customer’s continuing compliance with its obligations set forth in the Agreement, and while the Agreement remains in effect, LEIA Health will: 
 

(i) make the LEIA Health Manager Platform available to the eligible Managers; and 

(ii) the LEIA Health App available to the eligible Users, 

in each case, pursuant to the Agreement and the Terms of Service and provided that sufficient subscriptions are available under the relevant Service Order,  

(iii) provide standard support for the Services at no additional charge, and/or upgraded support as set out in the applicable Service Order, 

(iv) provide the Services in accordance with the Laws applicable to LEIA Health’s provision of its Services to its customers generally, and

(v) as agreed with the Customer in the relevant Service Order, provide the Customer with reports of survey results or other insights regarding the Services (on an aggregated basis without any personal data).  
 

3.2 The Customer acknowledges that each User needs to download the LEIA Health App to their mobile device during the onboarding to start using the LEIA Health App. 

 

 

3.3 Eligibility. Customer may designate a User together with their Manager as being eligible to access the Services by providing the designated Manager with a link to LEIA Health Manager Platform (a) in internal documentation or systems or (b) in another manner as agreed between the Parties, and (c) by providing the designated User with a User Code. The maximum number of Users that can use the Services under the Agreement are set in the Service Order(s). All Users and Managers must be Personnel of the Customer. Customer will only permit the number of Users designated as such by Customer (pursuant and subject to this Section 3.3) to use the Services.
 

3.4 Partners. The Users can choose to invite her/his partner to use the  co-parent mode of the LEIA Health App, at no additional cost. The partner does not access the Parental Leave Plan offered to the User  

 

​​4. USE OF SERVICES 

4.1 Subscriptions. Unless otherwise provided in the applicable Service Order, Services are purchased as subscriptions for the term stated in the applicable Service Order. The term for each subscription and the number of seats (i.e. individual accesses to the LEIA Health App) are set out in the applicable Service Order. 
 

4.2 Usage Limitation. The Services are subject to usage limitations specified in the Service Order(s). 
 

4.3 Customer Responsibilities. The Customer undertakes to (i) comply with, and procure the Managers’ and Users’ compliance with, the Agreement and the Terms of Services, (ii) to use commercially reasonable efforts to prevent unauthorized use of or access to the Services and inform LEIA Health promptly if becoming aware of any such unauthorized use, and (iii) only use the Services in accordance with the Agreement and the Terms of Service.
 

4.4 LEIA Health Manager Platform. The Customer acknowledges that all activities conducted within the Services are the Customer's responsibility. LEIA Health's obligations do not extend to the internal management or administration of the Services for the Customer.
 

5. FEES, PAYMENT TERMS AND TAXES

5.1 Fees. The Customer undertakes to pay all fees specified in each Service Order(s) and all fees applicable for subscriptions automatically renewed as set out in section [8.2] below. The Customer acknowledges that (i) the fees are based on subscriptions and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) subscriptions purchased cannot be decreased during the relevant subscription term. 
 

5.2 The Customer’s access to and use of the Services are contingent upon the receipt of payment by LEIA Health. LEIA Health reserves the right to adjust the fees for the Service subscriptions which are automatically renewed in accordance with section [8.2] below.
 

5.3 Invoicing and Payment. Fees will be invoiced in advance and in accordance with the relevant Service Order. Unless otherwise stated in the relevant Service Order, the fees are due 30 days from the invoice date. LEIA Health does not process or retain Customer’s payment information beyond its intended purpose. In the event of updated payment details, LEIA Health may utilize such information to prevent interruption to Customer’s Service usage. Customers may opt out of automatic updates by contacting their financial institution. Any change in payment method must be communicated to sales@leia.health 
 

5.4 Late Payment. Delinquent amounts under the Agreement will accrue interest from the due date at the lower of 1.5% per month or the maximum rate permitted by applicable law until payment is received in full. Customer is liable for all costs and expenses, including attorneys’ fees, incurred by LEIA Health for the collection of overdue amounts.
 

5.5 Suspension of Services. If any fees owned by the Customer are 30 days or more overdue, LEIA Health may, without limiting its other rights and remedies, suspend the Services until such fees are paid in full. 
 

5.6 Taxes. Any fees payable under the Agreement excludes Taxes. The Customer is responsible for paying all Taxes associated with its subscription for the Services. If LEIA Health is legally obliged to pay or collect Taxes for which the Customer is responsible, LEIA Health will invoice the Customer the relevant amount and the Customer will pay that amount, unless the Customer provides LEIA Health with a valid tax exemption certificate issued by the relevant tax authority. 
 

6. INTELLECTUAL PROPERTY; FEEDBACK

6.1 LEIA Health IP. LEIA Health retains all ownership rights, including intellectual property rights (including but not limited to, software and source code, designs, copyright and trademarks), in and to the Services, usage data collected through interactions with the Services, and any other materials provided by LEIA Health to Customer, including reports, programs, or marketing materials (collectively referred to as “LEIA Health IP”). 

 

6.2 LEIA Health hereby grants the Customer a limited, non-exclusive, non-sublicensable, non-transferable, revocable right to use the Services during the subscription period indicated in the respective Service Order(s).  

6.3 The Customer undertakes not to copy, reproduce, modify, reverse engineer, decompile, disassemble, sublicense, resell, time-share, or in any other way create derivative products or engage in exploitation or hacking of the Services or the LEIA Health IP, nor attempt to unauthorizedly access the Services or associates systems or networks.

6.4 The Customer undertakes not to access the Services for the purpose of monitoring their availability, performance, or functionality, or for any other benchmarking or competitive purposes. LEIA Health's competitors are prohibited from accessing the Services, except with LEIA Health's prior written consent.

6.5 Feedback. While not obligatory, the Customer may provide LEIA Health with suggestions, ideas, enhancement requests, or other feedback (the “Feedback”). By offering such Feedback, Customer grants LEIA Health a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to utilize and otherwise implement such Feedback.
 

7. DATA PROTECTION

7.1 Each Party undertakes to comply with applicable laws regarding data privacy, including the General Data Protection Regulation (GDPR). 

7.2 LEIA Health shall be the data controller for the personal data processed in connection with LEIA Health’s provision of the Services, including personal data concerning health which LEIA Health processes in respect of the Users to provide the LEIA Health App. 

7.3 LEIA Health values its customers’ privacy and protects and processes the personal data of its customers in accordance with the requirements of the General Data Protection Regulation (GDPR). Please refer to LEIA Health’s Privacy Policy for further details on the personal data LEIA Health collects, how it is used and for how long it is stored. 

7.4 Within the LEIA Health App, a User can choose to fill out a parental leave plan, setting out the User’s communication preferences with their employer (ie the Customer) and information about returning to work preferences (the “Parental Leave Plan”). A User may choose to share the Parental Leave Plan with the Customer, typically to the User’s Manager. 

7.5 The Customer acknowledges and agrees that upon a User sharing the Parental Leave Plan with the Customer, the Customer becomes the data controller for any personal data included in the Parental Leave Plan for the Customer’s processing thereof. LEIA Health remains the data controller for the Parental Leave Plan for the purpose of LEIA Health’s processing thereof, as further detailed in LEIA Health’s privacy policy.  

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8. TERM AND TERMINATION

8.1 Term of Agreement. The Agreement commences on the Effective Date and continues until all subscriptions hereunder have expired or been terminated. 

8.2 Term of Subscriptions. The term of each subscription shall be set out in the applicable Service Order. Except as otherwise specified in a Service Order, subscriptions will automatically renew for additional one year terms, unless either Party gives the other Party written notice (email is acceptable) at least 30 days before the end of the relevant subscription term. 

8.3 LEIA Health reserves the right to adjust the fees for the subscriptions in connection with the automatic renewal as set out in section [8.2].

8.4 Termination. Either Party may terminate the Agreement, whereupon all subscriptions under the outstanding Service Order(s) shall be immediately canceled, under the following circumstances:
 

1. Material Breach: If either Party materially breaches any provision of the Agreement and such breach remains uncured for thirty (30) days following written notice thereof by the non-breaching Party.
 

2. Insolvency: If either Party becomes insolvent, files for bankruptcy, undergoes liquidation, or is subject to any similar insolvency proceeding.
 

8.5 Suspension. LEIA Health may suspend access to some or all of the Services (a) with thirty (30) days’ written notice if Customer fails to make timely payments, fees will continue to accrue during suspension, or (b) if Customer breaches the Agreement, and such breach remains uncured for thirty (30) days after LEIA Health notifies Customer thereof.
 

9. CONFIDENTIAL INFORMATION

9.1 Definition of Confidential Information. “Confidential Information” refers to nonpublic or proprietary information disclosed by one Party (the “Discloser”) to the other Party (the “Recipient”), whether orally or in writing, whether or not marked as “Confidential” or “Proprietary,” or information that a reasonable person would consider confidential given the circumstances of disclosure. For clarity, the terms of the Agreement, along with all pricing information, are LEIA Health’s Confidential Information. Confidential Information excludes information (i) publicly available prior to disclosure, (ii) that becomes publicly available after disclosure without Recipient’s action, (iii) in Recipient’s lawful possession prior to disclosure, (iv) obtained by Recipient from a third party without breach of confidentiality, or (v) independently developed by Recipient without reference to Discloser’s Confidential Information.

9.2 Protection of Confidential Information. Recipient agrees to exercise the same degree of care (not less than reasonable care) in protecting the confidentiality of Discloser’s Confidential Information as it does for its own similar information. Recipient will not utilize Confidential Information for purposes beyond the scope of the Agreement and will only disclose it to Representatives bound by confidentiality obligations at least as protective as those herein, and who require access consistent with the Agreement. Recipient is liable for unauthorized disclosure or use of Confidential Information by its representatives.

9.3 Compelled Access or Disclosure. Recipient may disclose Confidential Information compelled by Law, provided it gives prior notice to Discloser (to the extent permitted) and assists, at Discloser’s cost, in opposing such disclosure.
 

10. WARRANTY; DISCLAIMER

10.1 Warranty. Each Party warrants that (a) it possesses full power and authority to enter into the Agreement and (b) the individual signing the Agreement on its behalf has the requisite authority to do so.

10.2 Compliance. In carrying out the Agreement, each Party shall comply with the applicable Laws.

10.3 Disclaimer. The Services provided by LEIA Health under the Agreement are provided on an “as is” and “as available,” basis, without warranty of any kind, including no warranty that the Services will be error-free or interrupted. Except as expressly set forth herein, LEIA Health makes no representations or warranties under the Agreement, including without limitation, any implied warranty of merchantability or fitness for a particular purpose and implied warranties arising from course of dealing or course of performance. 

10.4 Medical Disclaimer. The Services provided are for information purposes only and are not intended to diagnose, prevent, or treat any condition or disease nor provide medical care. LEIA Health is not a licensed medical care provider and does not engage in diagnosing or treating medical conditions. Always consult a medical professional for any medical concerns, and do not delay seeking medical advice based on information received through the Services. The Services shall not be considered a substitute for medical advice or action for curing, treating or preventing any condition or disease. 
 

11. LIMITATION OF LIABILITY

11.1 Limitation of Liability. Neither Party shall be liable to the other Party for any indirect losses, damages or consequential damages, including but not limited to loss of profit, loss of revenue or loss of goodwill. 

11.2 LEIA Health’s total liability for all claims, costs, expenses, damages or losses arising out of or under the Agreement shall be limited to the total amount paid or payable by the Customer to LEIA Health under the Agreement during the twelve (12) months immediately preceding the first event giving rise to a claim, cost, expense, damage or loss under the Agreement. 

11.3 Each Party shall take all reasonable efforts in order to prevent, mitigate or limit any damage or loss. 

11.4 Exceptions. The limitations set out in section [11.1] above shall not apply to (i) the Customer’s indemnification obligations under section [12], or (ii) damages arising out of either Party’s gross negligence or willful misconduct, the Customer’s unauthorized use of the LEIA Health IP or the Services, or the Customer’s failure to pay any amounts due under the Agreement. 
 

12. INDEMNIFICATION

12.1 LEIA Health Indemnification. LEIA Health shall defend Customer against any claim against the Customer by a third party alleging that any Service infringes such third party’s intellectual property right and shall pay all resulting costs (including reasonable attorney’s fees) and damages finally awarded against Customer by a court of competent jurisdiction or agreed upon in settlement by LEIA Health (provided it unconditionally releases the Customer of all liability), provided such settlement does not unreasonably withhold, condition, or delay, to the extent arising from actual or alleged infringement of such third party’s intellectual property rights by the Services. LEIA Health shall have no indemnification obligations under this section for claims arising from: (a) use or combination of the Services with non-LEIA Health products, data, or other materials, (b) modification or alteration of the Services by parties other than LEIA Health ,or (c) misuse of the Services by Customer or any User, or exceeding the rights granted in the Agreement.

12.2 Customer Indemnification. The Customer shall defend LEIA Health against any claim against LEIA Health by a third party arising from the Customer’s use of the Services in an unlawful manner or in violation of the Agreement, and shall pay all resulting costs (including reasonable attorney’s fees) and damages finally awarded against LEIA Health by a court of competent jurisdiction or agreed upon in settlement by the Customer (provided it unconditionally releases LEIA Health of all liability).

12.3 Indemnity Obligations. The indemnitor’s obligations under this section 12 are contingent upon the indemnitee (a) promptly notifying the indemnitor in writing of the claim, (b) granting the indemnitor sole control of the defense and settlement, provided such settlement does not require any monetary payments or admission of wrongdoing by the indemnitee, and (c) providing the indemnitor with reasonable assistance, information, and authority for the defense and settlement of the claim, at the indemnitor’s expense.
 

13. GENERAL

13.1 Independent Contractors. The Parties are independent contractors, and nothing in the Agreement shall confer upon either Party the authority to act as an agent of the other or to direct or control the activities of the other.

13.2 Assignment. The Customer may not assign its rights or obligations under the Agreement without the prior written consent of LEIA Health. Any merger, amalgamation, or purchase of Customer's assets or equity by a third party shall be deemed an assignment requiring LEIA Health’s consent (not to be unreasonably withheld). LEIA Health may assign its rights or  obligations under the Agreement to a third party without the Customer's consent.

13.3 Notices. All notices must be in writing and shall be deemed effective upon delivery to either Party via email. To LEIA Health, email shall be sent to sales@leia.health, and to the Customer, email shall be sent to the email address set out in the applicable Service Order.

13.4 Force Majeure. Neither Party shall be liable for the nonperformance of any obligation under the Agreement (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, terrorism, governmental actions, epidemics, strikes, or equipment failures.

13.5 Governing Law. The Agreement shall be governed by and construed in accordance with the laws of Sweden, without regard to its principles of conflicts of law. 

13.6 Mediation. The Parties shall attempt in good faith to resolve any dispute, controversy, claim, alleged breach or default arising out of or in relation to the Agreement, promptly by confidential negotiations between representatives of the Parties who have authority to settle such matters. 

13.7 Dispute Resolution. Any dispute, controversy, claim, alleged breach or default which cannot be settled in the manner set out in section 13.6 above, shall be finally settled by arbitration administered by the SCC Institute. The Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply, unless the SCC Institute, taking into account the complexity of the case, the amount in  dispute and other circumstances, determines, in its discretion, that the 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. The place of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be Swedish, unless otherwise agreed. 

13.8 Confidentiality. The Parties undertake and agree that all arbitral proceedings conducted, disputes and disagreements between the Parties, shall be kept strictly confidential. This confidentiality undertaking shall cover all information disclosed in the course of such arbitral proceedings or discussions, 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 both Parties thereto. 

13.9 In the case the Agreement is assigned or transferred to a third party, such third party shall automatically become bound by these provisions of arbitration. 

13.10 Severability. If any provision of the Agreement is deemed invalid, unenforceable or unlawful, it shall be amended to comply with such Law while preserving the intent of the provision. If amendment is not possible, the provision shall be severed, and the remaining provisions shall remain in effect.

13.11 No Third-Party Beneficiaries. The Agreement does not confer any rights or benefits upon third parties.

13.12 Publicity. Neither Party shall issue press releases or make social media posts referencing the other Party without prior written permission, except as required by Law. Notwithstanding the foregoing, LEIA Health may use the Customer’s name, logo, or marks for marketing purposes without prior approval.

13.13 Changes to the Agreement. LEIA Health may unilaterally change these B2B Terms and Conditions from time to time, for example to introduce new functionality, provided that such changes shall not diminish the existing functionality of the Services. Any other changes to these B2B Terms and Conditions shall be published by LEIA Health on its website and take effect one (1) month after the publication. 

13.14 No waiver. Each Party has the right to exercise any right or remedy afforded to it under the Agreement at any time, even if such exercise is delayed, or the Party has previously failed to exercise any right or remedy it is entitled to.

13.15 Entire Agreement. The Agreement constitutes the entire understanding between the Parties, superseding all prior communications. In the event of a conflict between these B2B Terms and Conditions and a Service Order, the Service Order shall take precedence. 

13.16 LEIA Health may engage subcontractors at its discretion for the provision of the Services, or any part thereof. LEIA Health is liable for any subcontractor’s work performed as if it would have been performed by LEIA Health itself.