Einride

Einride Saga - Terms of Service

Version 1.2, April 2023

AREA OF APPLICATION: these terms of service (the “Terms”) shall apply to Software Services provided by Einride to the User. The Terms form part of the Contract concluded between the User and Einride or its Affiliates together with the Order Form and applicable Main Agreement or other Contract documents.

Upon submitting a subscription order or by accepting an offer from Einride, you accept these Terms on behalf of the User, you represent and warrant that: (i) you have full legal authority to bind the User to these Terms; (ii) you have read and understand these Terms; (iii) you agree, on behalf of the User, to these Terms; and (iv) you agree, on behalf of the User, to ensure that all individual Authorized Users of the Software Services will comply with applicable sections of these Terms as well as any applicable End-User Terms. If you do not have the legal authority to bind the User, do not click to accept, or sign a main agreement or similar referring to these Terms or use the Software Services. If you have entered into a transport agreement or other service agreement with Einride covering the Software Services (“Main Agreement”), these Terms shall have precedence in case of any conflict except where specific deviations from these Terms have been agreed upon.

By clicking accept, signing an Order Form or Main Agreement or similar referring to these Terms, or Using the Software Services, the User agrees to be bound by these Terms and these Terms enter into force.

  1. SOFTWARE SERVICES

    1. Scope. Access to the Software Services, including access to and use of Einride’s proprietary cloud-based Einride Saga Platform, is purchased as subscriptions. The details of the subscription, including applicable fees, user limitations, subscription term with activation and end dates (the “Subscription Term”) and other applicable terms and conditions (if any) are set out in the Order Form or Main Agreement. If no Subscription Term has been specified, the Subscription Term shall be for an indefinite term and can be terminated by either Party at any time by providing thirty (30) days’ written notice.
    2. Access to Software Services. Subject to payment of the applicable Fees and compliance with these Terms, Einride will make the Software Services available to User on a non-exclusive basis and the User is granted (i) a right to access and use the Software Services; and (ii) a limited, non-transferable license to download, install and use client software (e.g. mobile applications) which Einride may provide solely to access or use the Software Services, for User’s internal business purposes during the applicable Subscription Term in accordance with these Terms, the applicable Order Form(s) and the Documentation (as defined below).
    3. Availability. Einride will use commercially reasonable endeavors to keep the Software Services available and accessible at all times. Nonetheless, interruptions and incidents will occur and unless otherwise agreed in a separate service level agreement, Einride hereby disclaims any and all obligations or guarantees to keep the Software Services available. Einride will periodically conduct routine scheduled maintenance during which time the Software Services will be inaccessible. If Einride is required to conduct emergency maintenance, it will only be required to give as much advance notice as practicable.
    4. Changes to the Software Services. Einride may, in its sole discretion, make any changes to the Software Services that it deems necessary or useful, including to (i) maintain or enhance (a) the quality or delivery of Einride’s products or services to its customers, (b) the competitive strength of, or market for, Einride’s products or services, (c) the Software Services’ cost efficiency or performance, or (ii) to comply with applicable law.
    5. Training and Support. To the extent requested by User and set out in the Order Form and/or a statement of work, Einride will provide training and training materials to User on the use of the Software Services in accordance with what is specified therein. User and its Authorized Users may report problems related to the Software Services and seek assistance in the use thereof from the Einride support center. Einride will use reasonable commercial endeavors to provide support and resolve issues timely.
    6. Pre-Access Software terms. Einride may offer User access to a Software Service which is not yet an official product and has not been commercially released for sale by Einride (the “Pre-Access Service”). User acknowledges and agrees that, in addition to what is set out elsewhere in these Terms: (a) the Pre-Access Software is not yet an official product and has not been commercially released for sale by Einride; (b) the Pre-Access Software may not operate properly, be in final form or be fully functional; (c) the Pre-Access Software may contain errors, design flaws or other problems; (d) it may not be possible to make the Pre-Access Software fully functional; (e) Einride might not provide maintenance and support in relation to the Pre-Access Software (f) Einride may update, improve, modify or otherwise change the Pre-Access Software at Einride’s discretion and without prior notice to the User; (g) the information obtained using the Pre-Access Software may not be accurate and may not accurately correspond to information extracted from any database or other source; (h) use of the Pre-Access Software may result in unexpected results, loss of data or communications, project delays or other unpredictable damage or loss; (i) Einride is under no obligation to release a commercial version of the Pre-Access Software; (j) any data from the User uploaded or created during use of the Pre-Access Software and/or Derived Data (defined below) may, in Einride’s sole discretion, be migrated to a subsequent version of the Pre-Access Software, if released; and (j) Einride may choose at any time to abandon development of the Pre-Access Software without any obligation or liability to the User.
    7. Fee Increases. After the first contract year, Einride may once annually increase the Fees for Software Services for the subsequent contract year if Einride’s costs increase due to law or changed taxes and fees by providing written notice to User at least sixty (60) calendar days prior to the commencement of that contract year, and the applicable Order Form will be deemed amended accordingly. If Software Services are provided free of charge, this Section 1.7 shall not apply during such period.

  2. PLATFORM ACCESS AND AUTHORIZED USERS

    1. Administrative Users. During the configuration and set-up process for the Software Services, User will identify an administrative user name and password for User’s Einride account. Einride reserves the right to refuse registration of, or cancel user names and passwords it deems inappropriate.
    2. Authorized Users. User may allow its Authorized Users, subject to any limitations in the Order Form, to use the Software Services on behalf of User. Authorized User subscriptions are for designated Authorized Users and cannot be shared or used by more than one Authorized User, but may be reassigned to new Authorized Users replacing former Authorized Users who no longer require ongoing use of the Software Services.
    3. End-User Terms. As a condition to access and use the Software Services, each Authorized User shall agree to abide by Einride’s End-User Terms.
    4. Account Responsibility. Einride is not responsible for any losses, damages, costs, expenses or claims that result from compromised passwords. User is responsible for (i) all uses of any account that User has access to, whether or not User has authorized the particular use or user, and regardless of User’s knowledge of such use, and (ii) securing its Einride account, passwords (including but not limited to administrative and user passwords) and files.

  3. RESTRICTIONS AND USER RESPONSIBILITIES

    1. Use Restrictions. User will not, nor permit any third party to, directly or indirectly (i) reverse engineer, decompile, disassemble or otherwise attempt to discover or derive the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Software Services or any related software, documentation or data; (ii) modify, translate, or create derivative works based on the Software Services; (iii) use the Software Services for timesharing or service bureau purposes or other computer service to a third party; (iv) modify, remove or obstruct any proprietary notices or labels; (v) use the Software Services in any manner to directly or indirectly assist or take part in the development, marketing or sale of a product potentially competitive with the Software Services; (vi) tamper with the security of the Software Services or tamper with other customer accounts of Einride; (vii) access data on the Software Services not intended for User; (viii) log into a server or account on the Software Services that User is not authorized to access; (ix) attempt to probe, scan or test the vulnerability of the Software Services or to breach the security or authentication measures without proper authorization; or (x) use the Software Services in violation of the limitations set forth in the Contract. If these Terms are governed by German law, Sections 69d and 69e of the German Copyright law (Urheberrechtsgesetz – §§ 69d, 69e UrhG) shall remain unaffected.
    2. User Compliance. User shall use, and shall be responsible for ensuring that all Authorized Users use, the Software Services in compliance with the Contract, including these Terms and the End-User Terms, and all applicable laws and regulations. If User becomes aware of any actual or threatened activity by an Authorized User prohibited by these Terms, including breaches of Section 3.1 or the End-User Terms, User shall, and shall cause Authorized Users to, immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects; and (b) notify Einride of any such actual or threatened activity.
    3. Training. User shall use commercially reasonable efforts to cause Authorized Users to be, at all times, educated and trained in the proper use and operation of the Software Services, and to ensure that the Einride Saga Platform is used in accordance with the Documentation.
    4. User Systems. User shall be responsible for obtaining and maintaining the functionality and security of any equipment and ancillary services needed to connect to, access or otherwise use the Software Services, including modems, hardware, servers, software, operating systems, networking, web servers and the like.
    5. Restrictions on Export. User may not access the Software Services from any location prohibited by Export Laws or if otherwise prohibited for the User by Export Laws and the User shall not grant access to a person or entity listed on a sanctioned party list, including without limitation European Union Sanctions List, US Specially Designated National (SDN) lists, US Denied Persons List. “Export Laws” means all national and international export and re-export control regulations including, but not limited to, those of the European Union, of the United States of America and regulations of any other country or jurisdiction which may apply.

  4. IP RIGHTS AND DATA

    1. Einride Data and IP. Einride shall own and retain all right, title and interest in and to (i) the Software Services (including the Einride Saga Platform and any Einride Data made accessible to User), and (ii) any software, applications, data, designs, know-how, techniques, algorithms, deliverables, inventions, or other technology developed in connection with any of the foregoing or as part of the Software Services provided hereunder, and all improvements, enhancements, modifications and derivative works of subparts (i) and (ii), including all intellectual property rights thereto. To the extent User acquires any right, title or interest in or to any of the foregoing by operation of law, User hereby irrevocably assigns to Einride in perpetuity all of its worldwide right, title and interest therein. User shall do, execute or procure to be done and execute all acts, deeds, documents and things as are reasonably necessary or desirable to give full effect to such assignment.
    2. User Content. User shall own all right, title and interest in and to the User Content. User hereby grants to Einride and its Affiliates a non-exclusive, transferable, sub-licensable, worldwide and royalty-free license to use, copy and modify User Content to provide the Software Services to User hereunder and as necessary or useful to monitor, analyze, support, operate and improve their products and services, including the Einride Saga Platform, and to generate Derived Data during and after the Subscription term. It is User’s sole responsibility to back-up User Content during the Subscription Term, and User acknowledges that, except as set out in Section 6.2, it will not have access to User Content through Einride or the Software Services following the expiration or termination of the Subscription Term. User shall have sole responsibility for the accuracy, quality, and legality of all the User Content.
    3. Derived Data. Einride may anonymise or aggregate User Content and collect or generate analytics, statistics or other data related to or derived from User Content or User’s use of the Software Services (“Derived Data”). Derived Data shall be considered part of Einride Data and may be used, copied, amended and shared freely by Einride and its Affiliates for any purpose, including, without limitation, for improvement of their product and services and for reporting purposes. Einride may share Derived Data with third parties provided that commercially reasonable endeavors are taken to exclude any information (such as company name or granular location data) that may identify User or any individual person. Einride’s right to Derived Data shall survive the termination of the Contract.
    4. Feedback. During the Term, User or its Authorized Users may elect to provide Einride with feedback, comments, and suggestions with respect to the Software Services, including the Einride Saga Platform, (“Feedback”). User agrees, on behalf of itself and its Authorized Users, that Einride shall be free to use, reproduce, disclose, and otherwise exploit any and all such Feedback without compensation or attribution to User or such Authorized User.
    5. Personal Data. In the provision of the Software Services, Einride may process Personal Data related to User’s employees or Authorized Users on behalf of User. In all cases, Einride will only process Personal Data in accordance with Einride’s privacy notice and applicable data protection laws and regulations.
      1. If these Terms are governed by the laws of an EU member state or by the law of England and Wales, Einride acts as a data processor in accordance with the Data Processing Addendum (EU & UK), which forms an integral part of this Contract. As described in Einride’s Privacy Notice (EU & UK), which is made available to Authorized Users upon account registration, Einride may also collect and process Personal Data from Authorized Users as a data controller.
      2. If these Terms are governed by the laws of Singapore, Einride acts as a data intermediary in accordance with the Data Processing Addendum (Singapore), which forms an integral part of this Contract. As described in Einride’s Privacy Notice (Singapore), which is made available to Authorized Users upon account registration, Einride may also collect and process Personal Data from Authorized Users for its own purposes.

  5. CONFIDENTIALITY

    1. Confidential Information. Each Party understands that the receiving party has been, and may be, exposed to or acquire Confidential information in connection with the Software Services. Notwithstanding anything to the contrary contained herein, Confidential Information shall not include any information that the receiving party can document (i) is or becomes generally available to the public, (ii) was in its possession or known by it prior to receipt from the disclosing party, (iii) was rightfully disclosed to it without restriction by a third party, or (iv) was independently developed without use of any Confidential Information of the disclosing party.
    2. Non-use and Non-disclosure. With respect to Confidential Information of the disclosing party, the receiving party agrees to: (i) use the same degree of care to protect the confidentiality, and prevent the unauthorized use or disclosure, of such Confidential Information it uses to protect its own proprietary and confidential information of like nature, which shall not be less than a reasonable degree of care, (ii) hold all such Confidential Information in strict confidence and not sell, copy, transfer, reproduce, or divulge such Confidential Information to any third party, provided that each party may disclose Confidential Information of the other party to its employees, contractors and professional advisors who need to know such information in order to perform their obligations related to this Contract and who are contractually bound by confidentiality obligations that are at least as protective as those in this Contract, (iii) not use such Confidential Information for any purposes whatsoever other than the performance of, or as otherwise authorized by, this Contract. The receiving party will be responsible for any breach of this Section by its employees, contractors, representatives and agents. Upon the request of a disclosing party, the receiving party shall deliver to the disclosing party or destroy all copies of the disclosing party’s Confidential Information. The receiving party agrees to certify in writing to the disclosing party that it and each of its Affiliates has performed the foregoing.
    3. Permitted Disclosure. Notwithstanding Section 5.2, the receiving party may disclose Confidential Information of the disclosing party to the extent necessary to comply with a court order or applicable law; provided, however that the receiving party delivers reasonable advance notice of such disclosure to the disclosing party and uses reasonable endeavors to secure confidential treatment of such Confidential Information, in whole or in part. User also acknowledges that Einride may disclose the existence and terms and conditions of the Contract to its advisors, actual and potential sources of financing and to third parties for purposes of due diligence.
    4. Term of Confidentiality. For Confidential Information that does not constitute “trade secrets” under applicable law, these confidentiality obligations will expire five (5) years after the termination or expiration of this Contract. For Confidential Information that constitutes a “trade secret” under applicable law, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” under such applicable law.

  6. SUSPENSION AND TERMINATION

    1. Suspension or Termination. Einride may, directly or indirectly, and by use of a disabling device or any other lawful means, suspend, terminate or otherwise deny User's or any Authorized User's access to or use of all or any part of the Software Services, without incurring any resulting obligation or liability, if: (a) Einride receives a judicial or other governmental demand or order, subpoena or law enforcement request that expressly or by reasonable implication requires Einride to do so; (b) if any User invoice is 15 days or more overdue (except with respect to charges then under reasonable and good faith dispute) until such account is paid in full; or (c) Einride believes, in its sole reasonable discretion, that: (i) User or any Authorized User has failed to comply with any material term of the Contract or accessed or used the Software Services beyond the scope of the rights granted or for a purpose not authorized under these Terms; (ii) User or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading or unlawful activities relating to or in connection with the Software Services or other services, in which cases Einride may also immediately terminate the Contract; or (d) the applicable Contract expires or is terminated. This Section 6.1 does not limit any of Einride's other rights or remedies, whether at law, in equity or under the Contract, if applicable.
    2. Effect of Termination. Upon termination of a Contract or expiration of the Subscription Term, User shall immediately cease all use of, and all access to, the Software Services. Upon written request by User made within thirty (30) days after the effective date of termination, unless Einride has terminated the Contract for cause, Einride will provide User with temporary access to the Einride Saga Platform solely for User to access and retrieve its User Content. Einride does however not warrant that User is able to export User Content in a readable format except where that is required by law. After such 30-day period, Einride shall have no obligation to maintain or provide any User Content to User.
    3. Survival. Sections 3.1, 4, 5, 6 and 9 shall survive any termination or expiration of the Contract. All other rights and obligations shall be of no further force or effect.

  7. WARRANTY

    1. The Software Services will operate materially in a manner consistent with the following functionality specification: The Software Services shall provide functionalities to User to manage freight transportation, which functionalities include (i) Digital transport orders, (ii) Planning and execution of transport orders and (iii) Insights on sustainability, cost and performance, as further specified in the Documentation. Except as expressly provided in this Section and Section 8, the Software Services are provided “as is” without any representations or warranties of any kind, and, to the fullest extent permitted by any applicable law Einride disclaims all other warranties, whether expressed, implied, statutory or otherwise and specifically disclaims all implied warranties including without limitation the conditions and/or warranties of non-infringement, satisfactory quality or fitness for any purpose to the maximum extent permitted by law. Einride does not warrant that the functions contained in the Software Services will meet User's requirements or that the operation of the Software Services will be uninterrupted or error-free. Further, Einride does not warrant that all errors in the Software Services can or will be corrected.

  8. INDEMNITY

    1. IP Indemnity. Einride shall indemnify, defend and hold User and its officers, directors, employees, and agents harmless against any loss, damage or cost (including reasonable attorney’s fees) incurred in connection with claims, demands, suits or proceedings (“Claims”) made or brought against User by a third party alleging that User’s use of the Software Services as permitted herein infringes the intellectual property rights of a third party. Notwithstanding the foregoing, if Einride reasonably believes that User's use of any portion of the Software Services is likely to be enjoined by reason of a Claim of infringement, violation or misappropriation of any third party’s intellectual property rights then Einride may, at its expense: (i) procure for User the right to continue using the Software Services; (ii) replace with non-infringing item of equivalent functionality; (iii) modify the infringing item so that there is no longer any infringement or breach, provided that such modification does not adversely affect the functionality of the Software Services; or (iv) if none of the foregoing is commercially practicable, terminate the applicable Order Form and User’s rights hereunder and provide User a refund of any prepaid unused Fees for such infringing item. Einride shall have no liability for any Claim of infringement or breach as aforesaid to the extent such Claim is based upon the combination, operation or use of the Software Services with other equipment or software not supplied by Einride or in a manner not consistent with Einride instructions and/or the Contract. Except for other rights or remedies User may have under mandatory law, this Section 8.1 states User’s sole and exclusive remedy, and Einride’s sole and exclusive liability, regarding infringement or misappropriation of any intellectual property rights of a third party. Einride’s indemnity obligation is subject to the mutual provisions set out in these Terms.
    2. Indemnification by User. User shall indemnify, defend and hold Einride and its Affiliates, and each of its and their respective officers, directors, employees, partners, contractors and agents harmless against any loss, damage or costs (including reasonable attorney’s fees) incurred in connection with Claims made or brought against Einride by a third party arising from or relating to: (i) any gross negligence, willful misconduct or violation of applicable law by User or its agents; (ii) the User Content; or (iii) User’s use of the Software Services in violation of these Terms.
    3. Mutual Provisions. Each party's indemnity obligations are subject to the following: (i) the aggrieved party shall promptly notify the indemnifier in writing of the Claim (provided that failure to provide timely notification hereunder shall not relieve the indemnifier of its indemnity obligations unless the indemnifier can demonstrate actual, material prejudice as a result of such failure); (ii) the indemnifier shall have sole control of the defense and all related settlement negotiations with respect to the Claim (provided that the indemnifier may not settle or defend any Claim unless it unconditionally releases the aggrieved party of all liability without the aggrieved party’s prior written consent, which shall not be unreasonably denied, withheld or delayed); and (iii) the aggrieved party shall cooperate fully to the extent necessary.

  9. LIMITATION OF LIABILITY

    1. NOTHING IN THIS AGREEMENT EXCLUDES THE LIABILITY OF EITHER PARTY FOR DAMAGE CAUSED BY GROSS NEGLIGENCE, WILFUL MISCONDUCT OR TO THE EXTENT A LIMITATION OF LIABILITY IS PROHIBITED BY APPLICABLE MANDATORY LAWS.
    2. SUBJECT TO SECTION 9.1: IN NO EVENT WILL EINRIDE BE LIABLE FOR THE FOLLOWING, REGARDLESS OF THE THEORY OF LIABILITY OR WHETHER ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICE OR OTHERWISE, EVEN IF EINRIDE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES: (A) INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES; (B) LOSS OR CORRUPTION OF DATA/INFORMATION OR INTERRUPTED OR LOSS OF BUSINESS; OR (C) LOSS OF REVENUE, PROFITS, GOODWILL OR ANTICIPATED SALES OR SAVINGS. FURTHER, EINRIDE AND ITS LICENSORS WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY WHETHER TO PERSONS, TANGIBLE PROPERTY OR ANY MONETARY LOSS OR DAMAGE, THAT COULD HAVE BEEN AVOIDED BY THE USER’S COMPLIANCE WITH THE END-USER TERMS AND PROPER USE OF THE SERVICE.
    3. SUBJECT TO SECTION 9.2: EINRIDE’S TOTAL LIABILITY IN CONTRACT (INCLUDING IN RESPECT OF THE INDEMNITY IN SECTION 8, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY) MISREPRESENTATION, RESTITUTION OR OTHERWISE, ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNT PAID BY USER FOR THE SOFTWARE SERVICE DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

  10. GOVERNING LAW AND DISPUTE RESOLUTION

    1. This Contract is governed by and construed in accordance with (i) the governing law specified in any Order Form or other Main Agreement referencing these Terms; or (ii) if there is no such Order Form or Main Agreement specifying the governing law, the laws of the country where Einride or the contracting Einride Affiliate (if stated to be another legal entity than Einride) is located, without giving effect to its rules relating to conflict of laws.
    2. Dispute resolution. Any dispute, controversy or claim arising out of or in connection with these Terms, or the breach, termination or invalidity thereof, shall be finally settled (i) in accordance with the dispute resolution mechanism specified in any Order Form or Main Agreement referencing these Terms; or (ii) if there is no such Order Form or Main Agreement specifying a dispute resolution mechanism, by arbitration in the jurisdiction whose laws are selected under Section 10.1 above. The arbitration would in such an event be conducted under the applicable arbitration laws in that country and (where necessary) applying the supplementary arbitration rules (including on selection of arbitrators and procedures) of a recognized chamber of arbitration or its equivalent in that country. A Party may still apply to any court of competent jurisdiction for temporary interim relief, injunctions or specific performance. The language to be used in the arbitral proceedings shall be English, unless otherwise agreed between the disputing parties. The Parties agree not to disclose any information obtained in connection with the arbitration proceedings (including all communications, decisions and rulings in the arbitration proceedings) to any third party unless the other Party has given its written consent to disclose such information or if required to do so by law or other binding regulations.

  11. MISCELLANEOUS

    1. Publicity. Except as expressly set forth in this Section 11, each party undertakes not to disclose or make public the relationship between the parties. Any and all public disclosure or marketing activities related to the Software Services or the relationship between the parties needs to be pre-approved by both parties in writing. Any breach by User of this Section 11 shall be considered a material breach of this Contract.
    2. Assignment. Neither party may assign the Contract to any third party without the prior written consent of the other; except that Einride may (i) transfer and assign this a Contract to an Einride Affiliate or in connection with any merger, reorganization, consolidation, sale of assets or similar transaction and/or (ii) transfer its right to receive payment under the Contract or any part thereof to any third party without any consent. Any assignment in violation of this Section shall be void ab initio. These Terms are binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns

  12. DEFINITIONS

    1. “Affiliate” means any individual or company which controls, is controlled by or is under common control with a Party, where “control” means the power to control the composition of the board of directors of such Party (whether by contract, corporate law or other means), the possession of more than half of the voting shares of such Party or the ability to consolidate such company’s financial statements with those of the Party in accordance with generally accepted accounting principles.
    2. “Authorized User” means an individual who is authorized by User to use Software Services, for whom User has ordered and paid for the Software Services, and to whom User (or when applicable, Einride at User’s request) has supplied a user identification and password. Authorized Users may include employees, consultants, contractors and agents of User.
    3. “Confidential Information” means all non-public, business related or technical information, written or oral, disclosed by a Party under this Contract, whether or not it is marked as confidential or not, including, but not limited to, the existence and content of this Contract and any information designated or marked as confidential (or if it is apparent from the circumstances that the information is confidential), any trade secret, know how, invention, software program, source code, object code, application, documentation, contract, information, knowledge, data, database, process, technique, design, drawing, program, formula or test data, or other business information. The Software Services and information generated or made available by Einride through or in connection with providing the Software Service (including Einride Data and Documentation) constitutes Confidential Information of Einride. User Content constitutes Confidential Information of the User.
    4. “Contract” means the contract for use of Software Services concluded between the User and Einride or its Affiliate, including these Terms, the Data Processing Addendum, the End-User terms, the Documentation, the applicable Order Form (if any) and any other schedules or addenda thereto. If a Main Agreement, which may include a transport or carrier agreement, has been concluded referring to these Terms, the Contract shall also include the terms of the Main Agreement or such other agreement.
    5. “Documentation” shall mean applicable manuals, instructions, specifications and documentation relating to the Software Services provided by Einride from time to time.
    6. “Einride” means Einride AB, reg.no. 559074-8926, a limited liability company incorporated under the laws of Sweden having its registered office at Regeringsgatan 65, 111 56 Stockholm, Sweden or, if specified in an Order Form or Main Agreement, its designated Affiliate from which the User orders a subscription.
    7. “Einride Data” means all data and/or information, including but not limited to vehicle and transport information, insights, metrics and forecasts, provided by Einride’s through the Software Services or generated, aggregated, corrected, modified, improved or developed in the Einride Saga Platform and includes the Derived Data.
    8. “Einride Saga Platform” shall mean Einride’s proprietary cloud-based platform for transport planning, shipment tracking and fleet optimization (including the shipper and driver apps) and Einride Data (as defined in these Terms) made available to User through the platform.
    9. “End-User Terms” means the end-user terms for the Software Service, made available through the Software Service as updated by Einride from time to time.
    10. “Fees” shall mean all fees, if any, specified in the Order Form(s) or Main Agreement for the provision of Software Services. All payment obligations are non-cancellable and all Fees paid are non-refundable, except as expressly set forth in this Contract.
    11. “Order Form” means the ordering document specifying the Software Services to be provided hereunder, including allowed level of usage and other details of the license such as quantity and term of subscriptions and from time to time applicable payment terms and price lists, that is entered into between User and Einride or its Affiliate.
    12. “Personal Data” shall have the meaning set out in i) the General Data Protection Regulation (EU) 2016/679 (the “GDPR”); or ii) the GDPR as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018 and as amended by Schedule 1 to the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 (SI 2019/419), only if these Terms are governed by the law of England and Wales; or iii) the Personal Data Protection Act 2012 of Singapore, if these Terms are governed by the laws of Singapore.
    13. “Software Services” shall mean hosted “software as a service” provided by Einride to User, including access to the Einride Saga Platform together with applicable documentation, software and user interfaces.
    14. “User” means the legal entity subscribing to the Software Service under these Terms.
    15. “User Content” means any non-public content or data provided by User to Einride in connection with the Software Services or transport services, including transport orders, historical and future shipment data and other User-specific content, data and information processed by the Einride Saga Platform as part of the Software Services, but excluding Einride Data.