Terms of Service
These Terms of Service ("Agreement") constitute a binding agreement between Hypergrowth AB, a Swedish limited company ("Atlas", "we", "us", or "our"), and the entity or organisation agreeing to these terms ("Customer", "you", or "your"). By executing an Order Form that references this Agreement, or by accessing or using the Atlas platform at https://useatlas.io, you agree to be bound by this Agreement.
This Agreement operates as a master services agreement. Commercial terms such as pricing, subscription term, and credit allocations are specified in individually executed Order Forms. In the event of a conflict between this Agreement and an Order Form, the Order Form prevails with respect to the subject matter of that conflict.
1. Definitions
1.1. "Atlas Platform" or "Service" means the AI-powered B2B prospecting and outreach software-as-a-service platform provided by Atlas at https://useatlas.io, including all features, tools, APIs, and documentation made available to Customer.
1.2. "Order Form" means a mutually executed document or online ordering process that references this Agreement and specifies the commercial terms of Customer's subscription, including pricing, term length, credit allocation, and any modifications to this Agreement.
1.3. "Customer Data" means all data, content, and information uploaded, submitted, or otherwise provided by Customer or its Authorised Users to the Service.
1.4. "Authorised Users" means individuals who are authorised by Customer to access and use the Service under Customer's account.
1.5. "AI Output" means any content, text, analysis, research summaries, message drafts, or other materials generated by the Service's AI systems using Customer Data or Customer instructions.
1.6. "Credits" means the units of usage allocated to Customer under an Order Form, consumed when using enrichment, AI generation, and other metered features of the Service.
1.7. "DPA" means the Data Processing Agreement between the parties, which is incorporated by reference into this Agreement.
1.8. "Confidential Information" means any non-public information disclosed by one party to the other in connection with this Agreement, whether orally, in writing, or electronically, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.
2. Access and Use of the Service
2.1. License Grant. Subject to the terms of this Agreement and the applicable Order Form, Atlas grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the applicable subscription term, solely for Customer's internal business purposes.
2.2. Account Registration. Customer is responsible for maintaining the accuracy of its account information and the confidentiality of its login credentials. Customer is responsible for all activity that occurs under its account.
2.3. Authorised Users. Customer may permit its Authorised Users to access the Service in accordance with this Agreement. Customer is responsible for its Authorised Users' compliance with this Agreement.
2.4. Credits. The Service operates on a subscription plus credit-based billing model. Credit allocations and pricing are specified in the applicable Order Form. Credits are consumed as Customer uses enrichment, AI, and other metered features. Unless otherwise stated in the Order Form, unused credits do not roll over between billing periods.
3. AI-Specific Terms
3.1. Nature of AI-Generated Content. The Service uses artificial intelligence systems to generate content suggestions, research analysis, message drafts, and other outputs. In accordance with Article 50 of the EU AI Act, Atlas discloses that AI systems are used to generate content within the platform. Users should be aware that they are interacting with AI-generated content that requires human review before use.
3.2. Customer Responsibility for AI Output. Customer is solely responsible for reviewing, verifying, and approving all AI Output before using, sending, publishing, or otherwise acting on such content. Atlas provides AI-assisted tools on an as-is basis and makes no warranty regarding the accuracy, completeness, fitness for a particular purpose, or suitability of any AI Output.
3.3. Ownership of AI Output. Customer owns all AI Output created using Customer Data, subject to Atlas's underlying intellectual property rights in the Service itself.
3.4. Service Improvement. Atlas retains the right to use anonymised and aggregated data derived from AI Output and usage patterns to improve the Service. Such anonymised and aggregated data will not identify Customer or any individual, and Atlas will not use identifiable Customer Data for this purpose without Customer's consent.
4. Acceptable Use Policy
4.1. Customer agrees not to, and will ensure that its Authorised Users do not, use the Service to:
(a) Send spam, unsolicited bulk messages, or communications in violation of applicable anti-spam and electronic communications laws, including but not limited to CAN-SPAM, GDPR e-Privacy Directive, and PECR.
(b) Engage in deceptive practices, impersonation, or distribute misleading AI-generated content that could reasonably be mistaken for human-authored communication without appropriate disclosure.
(c) Harass, threaten, defame, or intimidate any person, or engage in any illegal activity.
(d) Scrape, crawl, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying technology of the Service.
(e) Discriminate against individuals based on race, ethnicity, gender, sexual orientation, religion, disability, age, or other protected characteristics.
(f) Interfere with or disrupt the integrity or performance of the Service, or attempt to gain unauthorised access to the Service or its related systems.
(g) Use the Service in a manner that violates any applicable law, regulation, or third-party rights.
4.2. Enforcement. Atlas may suspend or restrict Customer's access to the Service if Atlas reasonably determines that Customer has violated this Acceptable Use Policy. Where practicable, Atlas will provide Customer with prior written notice and a reasonable opportunity to cure the violation before suspension. Atlas may suspend immediately without prior notice where the violation poses an imminent risk to the Service, other customers, or third parties.
5. Intellectual Property
5.1. Atlas IP. Atlas owns and retains all right, title, and interest in and to the Service, including all software, technology, algorithms, models, interfaces, documentation, and any improvements, modifications, or derivative works thereof. Nothing in this Agreement transfers any ownership of Atlas IP to Customer.
5.2. Customer Data. Customer owns and retains all right, title, and interest in and to Customer Data. Customer grants Atlas a limited, non-exclusive license to use, process, and store Customer Data solely as necessary to provide and maintain the Service in accordance with this Agreement and the DPA.
5.3. Feedback. If Customer provides Atlas with suggestions, enhancement requests, or other feedback regarding the Service, Atlas may freely use such feedback without obligation to Customer.
6. Confidentiality
6.1. Obligations. Each party agrees to: (a) protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care; (b) not disclose Confidential Information to any third party except to employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) use Confidential Information only for the purposes of performing its obligations or exercising its rights under this Agreement.
6.2. Exceptions. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was already known to the receiving party without restriction prior to disclosure; (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (d) is disclosed pursuant to a legal requirement, provided the receiving party gives the disclosing party prompt notice (where legally permitted) and reasonable assistance to contest or limit the disclosure.
6.3. Duration. Confidentiality obligations under this section survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall be protected for as long as they qualify as trade secrets under applicable law.
7. Data Protection
7.1. The Data Processing Agreement (DPA) is incorporated by reference and forms an integral part of this Agreement. The DPA governs the processing of personal data by Atlas on behalf of Customer in connection with the Service.
7.2. Each party will comply with its obligations under applicable data protection laws, including the General Data Protection Regulation (EU) 2016/679 ("GDPR").
8. Service Levels and Availability
8.1. Atlas will use commercially reasonable efforts to maintain the availability and performance of the Service.
8.2. Atlas does not guarantee any specific uptime percentage or service level. This Agreement does not include a service level agreement (SLA) with financial remedies.
8.3. Atlas may perform scheduled maintenance on the Service from time to time. Atlas will provide reasonable advance notice of scheduled maintenance that is expected to result in material service disruption.
8.4. Atlas is not responsible for any downtime or performance issues caused by factors outside its reasonable control, including internet connectivity, Customer's equipment or software, or force majeure events.
9. Fees and Payment
9.1. Customer will pay all fees specified in the applicable Order Form in accordance with the payment terms set out therein.
9.2. Unless otherwise specified in the Order Form, all fees are non-refundable and payable in advance.
9.3. Atlas may suspend access to the Service if payment is overdue by more than fifteen (15) days after written notice of the overdue amount.
9.4. All fees are exclusive of applicable taxes. Customer is responsible for all taxes, levies, and duties imposed by taxing authorities in connection with this Agreement, excluding taxes based on Atlas's net income.
10. Term and Termination
10.1. Term. This Agreement is effective as of the date Customer first accepts it and continues until all Order Forms have expired or been terminated. The subscription term for each Order Form is as specified in that Order Form.
10.2. Termination for Breach. Either party may terminate this Agreement (or any Order Form) if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach.
10.3. Termination for AUP Violation. Atlas may terminate this Agreement or any Order Form immediately upon written notice if Customer commits a material violation of the Acceptable Use Policy (Section 4) that is not susceptible to cure or that Customer fails to cure within a reasonable period.
10.4. Effect of Termination. Upon termination or expiration of this Agreement:
(a) Customer's right to access and use the Service ceases immediately.
(b) Customer Data will be available for export for thirty (30) days following the effective date of termination. After this period, Atlas will delete Customer Data in accordance with the DPA, unless retention is required by applicable law.
(c) Sections that by their nature should survive termination will survive, including but not limited to Sections 5 (Intellectual Property), 6 (Confidentiality), 7 (Data Protection), 11 (Limitation of Liability), 12 (Indemnification), and 14 (General Provisions).
11. Limitation of Liability
11.1. Cap on Liability. To the maximum extent permitted by applicable law, the aggregate liability of each party under or in connection with this Agreement, whether in contract, tort (including negligence), or otherwise, will not exceed the total fees paid or payable by Customer to Atlas in the twelve (12) months immediately preceding the event giving rise to the claim.
11.2. Exclusion of Consequential Damages. To the maximum extent permitted by applicable law, neither party will be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or business opportunity, arising out of or in connection with this Agreement, even if advised of the possibility of such damages.
11.3. Carve-Outs. The limitations in Sections 11.1 and 11.2 do not apply to: (a) liability arising from a party's willful misconduct or gross negligence; (b) liability arising from a breach of the confidentiality obligations in Section 6; or (c) either party's obligations under the DPA in respect of a data protection breach, to the extent required by applicable data protection law.
12. Indemnification
12.1. By Atlas. Atlas will defend, indemnify, and hold harmless Customer from and against any third-party claims, damages, losses, and expenses (including reasonable legal fees) arising from any claim that the Service, as provided by Atlas, infringes or misappropriates a third party's intellectual property rights. This obligation does not apply to claims arising from: (a) Customer's modification of the Service; (b) Customer's combination of the Service with products, services, or data not provided by Atlas; or (c) Customer's use of the Service in violation of this Agreement.
12.2. By Customer. Customer will defend, indemnify, and hold harmless Atlas from and against any third-party claims, damages, losses, and expenses (including reasonable legal fees) arising from: (a) Customer Data; (b) Customer's use of AI Output; (c) Customer's violation of applicable law; or (d) Customer's breach of the Acceptable Use Policy.
12.3. Procedure. The indemnified party will: (a) promptly notify the indemnifying party in writing of the claim; (b) give the indemnifying party sole control of the defence and settlement of the claim; and (c) provide reasonable cooperation at the indemnifying party's expense. Failure to provide prompt notice does not relieve the indemnifying party of its obligations except to the extent it is materially prejudiced by the delay.
13. Warranties and Disclaimers
13.1. Mutual Warranties. Each party represents and warrants that: (a) it has the legal authority to enter into this Agreement; and (b) it will comply with all applicable laws in its performance of this Agreement.
13.2. Atlas Warranty. Atlas warrants that the Service will perform materially in accordance with its documentation during the subscription term.
13.3. Disclaimer. EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." ATLAS DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, ATLAS DOES NOT WARRANT THAT AI OUTPUT WILL BE ACCURATE, COMPLETE, RELIABLE, OR FIT FOR ANY PARTICULAR PURPOSE.
14. General Provisions
14.1. Entire Agreement. This Agreement, together with all Order Forms and the DPA, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, or representations, whether written or oral.
14.2. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect.
14.3. Assignment. Atlas may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. Customer may not assign this Agreement without Atlas's prior written consent. Any purported assignment in violation of this section is void.
14.4. Force Majeure. Neither party will be liable for any failure or delay in performance due to causes beyond its reasonable control, including natural disasters, war, terrorism, pandemics, government actions, internet or telecommunications failures, or power outages, provided the affected party promptly notifies the other party and uses reasonable efforts to mitigate the impact.
14.5. No Waiver. The failure of either party to enforce any right or provision of this Agreement will not constitute a waiver of that right or provision. Any waiver must be in writing and signed by the waiving party.
14.6. Notices. All notices under this Agreement must be in writing and sent to the addresses specified in the applicable Order Form. Notices to Atlas may be sent to admin@useatlas.io. Notices are deemed received upon confirmed delivery.
14.7. Governing Law. This Agreement is governed by and construed in accordance with the laws of Sweden, without regard to its conflict of laws principles.
14.8. Dispute Resolution. Any dispute arising out of or in connection with this Agreement that cannot be resolved amicably will be finally settled by the courts of Stockholm, Sweden.
14.9. Amendments. Atlas may update this Agreement from time to time. Material changes will be communicated to Customer with at least thirty (30) days' notice. Continued use of the Service after the effective date of changes constitutes acceptance of the updated terms.
14.10. Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.
Contact
For questions about these Terms of Service, contact us at:
Hypergrowth AB
Rökubbsgatan 6, 115 59 Stockholm, Sweden
Email: admin@useatlas.io
