Terms of Service

Last revised: 05.10.2026.

These Terms of Service (“ToS” or “Agreement”) are effective as of the effective date of an applicable signed order form ( “Order Form” and such date the “Effective Date”) and is by and between Mily Technologies (“Service Provider”), and the customer set forth on the Order Form (a “Customer”), (each a “Party” and together the “Parties”).

1. Scope of the agreement

1.1. This Agreement, including any document referenced herein, establishes the terms and conditions under which Service Provider will provide any of Pilot Services, SaaS Services, Integration Services, Customer Support Services and/or  Associated professional services (any of which hereinafter jointly the “Services”), to the Customer, as set forth in an applicable Order Form.

These ToS also apply to any negotiation period during which the Parties have signed a binding Order form (hereinafter “Pilot”) and which entails that the Customer shall be granted a paid limited access to the scope of services stipulated in the Order form and to a customized version of Mily Software  (“Pilot Services”), The  Pilot Services are considered confidential information and a trade secret owned by the Service Provider.

1.2. The Customer hereby consents that the Service Provider may amend these ToS or update any document referenced herein or in the Order Form, from time to time in its sole discretion, and such amendments will be effective as soon as the amended document is posted to the applicable URL. Notwithstanding the foregoing, the Service Provider will not change the ToS or any other document arbitrarily, and, other than in an emergency (including imminent threat to the systems or Services) or as required by law, Service Provider will endeavor to provide the Customer with advance notice of any change to the ToS, provided, that the failure to provide such advance notice will not affect the validity of such changes.

1.3. In the event of conflict, the terms of this Agreement will prevail over any other document incorporated by reference herein, except explicitly otherwise stated in such document, and only if this document is signed by an authorized signatory of the Service Provider.

2. Services 

2.1. Subject to the terms of this Agreement, Service Provider will use commercially reasonable efforts to provide Customer the SaaS Services (as described in Order Form), in accordance with the Service Level Agreement and these ToSThe SaaS Services are structured into one or more modules, each divided into several packages measured in usage metrics (volume, points) over a 12-month period. The use of SaaS Services is determined by the elected package in the applicable Order Form. Uploaded data counts towards elected package limits, regardless of when it was uploaded. Removal of previously uploaded data does not reset or reduce the counted package usage. Exceeding the agreed-upon package is subject to add-on fee (overage) billed at the fixed rate shown in the applicable Order Form. Prior to billing any overage fee, Service Provider will notify the Customer upon reaching 80% and 100% usage of the agreed package, and thereafter upon reaching each subsequent overage unit. The Customer may, within 7 days of the 100% notification, choose to pause the upload of further data by sending a written notice to the Service Provider. If no such notice is received within the given term, Customer agrees to be billed automatically for the overage at the rate set out in the applicable Order Form for that overage unit, subject to billing provision of this ToS. However, exceeding the agreed-upon package does not automatically upgrade Customer to a higher package and the Customer may at any time during the Initial Service Term or then-current renewal term elect to upgrade to a higher package by signing a new Order Form. 

2.2. As part of the registration process, the Customer will identify an administrative username and password for its account. Service Provider reserves the right to refuse registration of or cancel administrative username if it deems inappropriate. For the Pilot, the Service Provider creates an account and temporary password for the limited number of users, as per Order form.

2.3. During the Pilot, the Customer may request certain changes and modifications which will generally fall into two categories:

• “Soft” changes which have no cost impact to the agreed upon fees. These changes will be incorporated at no additional charge. 
• “Hard” changes which may impact both fees and term of use of Pilot Services. The Service Provider will quote a reasonable additional fee to make “Hard” Changes, and the Customer will pay for any elected “Hard” changes and the Service Provider is authorized to issue an invoice for these additional fees.

2.4. Subject to the terms hereof, Service Provider will provide Customer with reasonable technical/customer support, as specified in detail in the Order form, in accordance with standard practice of the Service Provider (Customer Support Services).

2.5. The Service Provider may also provide Integration Services, the details of which are set forth in the applicable Order form.

2.6. The Customer may request certain customizations (such as custom development or consulting), which the Service Provider may deliver through its Associated Professional Services, in accordance with the applicable Order Form.

3. Responsibilities and restrictions

3.1. Customer will not, and will not permit its Affiliates or any third parties to, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, pilot services, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted in writing by Service Provider or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.

3.2. Subject to the terms hereof, and the limitations set forth in an applicable Order Form with respect to any Software that is distributed or provided to Customer for use on Customer's premises or devices, Service Provider hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software only in connection with the Services during the term of this Agreement, as stipulated in the Order form, solely for Customer’s internal business operations.  Customer’s rights to use the Software and the Services are subject to any scope and usage limitations set forth in the applicable Order Form, which may include, without limitation, limits on the territory, data volume, and Customer’s compliance with all terms of these ToS and the applicable Order Form. Explicitly excluded from use are activities that in any way violate the security or integrity of the Software, for example through penetration tests. The Service Provider is not obliged to deliver Software or its source code in physical form or to make it physically available to the Customer within the scope of the Services. The Customer is aware that access to and use of the Software can only take place via the Internet.

3.3. This Agreement restricts the use of the Software and the Services to authorized users, under limitations specified in the applicable Order Form. Authorized User  is an individual who is a direct employee of the Customer;  is expressly authorized by the Customer to access and use the Services and Software solely for the Customer’s internal business operations, and requires such access as part of the individual’s assigned job responsibilities. For the avoidance of doubt, contractors, consultants, agents, affiliates, or any other third parties shall not qualify as Authorized Users unless expressly approved in writing by the Service Provider. The Customer shall be fully responsible and liable for all acts and omissions of its Authorized Users and for their compliance with this Agreement.  An Authorized User account must not be shared among users.  As part of the registration process, the Customer may be asked to identify Authorized Users who should be associated with the Customer’s account. Customer will not misrepresent the identity or nature of the Authorized Users who should be associated with Customer’s account. Customer is responsible for maintaining the confidentiality of its logins and account and for all activities that occur under its logins and account, including the activities of Authorized Users. In case of unauthorized use of Customer’s account, the Customer will take all steps reasonably necessary to terminate the unauthorized use. The Customer will cooperate and assist with any actions taken by Service Provider to prevent or terminate unauthorized use of the Software or Services.

3.4 Any use of the Services or Software in excess of the set limitations, or by individuals who do not qualify as Authorized Users, shall constitute a material breach of this Agreement. Without prejudice to any other rights or remedies available under this Agreement or applicable law, the Service Provider may suspend access to the Services or Software, require payment of applicable fees for unauthorized use (including retroactive fees, where applicable), and seek recovery of any damages arising from such unauthorized access or use.

3.5. Customer represents, covenants, and warrants that it will use the Software and the Services only in compliance with published standard policies of the Service Provider (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless the Service Provider against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of the Software or the Services. 

3.6. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”).  Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

3.7. Customer shall be responsible for lawful possession, proper uploading of data and the accuracy of the uploaded data necessary to use the Software and the Services.

3.8. Although Service Provider has no obligation to monitor Customer’s use of the Software and the Services, Service Provider may do so and may prohibit any use of the Software or the Services it believes may be, or alleged to be, in violation of the foregoing.

4. Confidentiality; proprietary rights; data protection

4.1. If the Parties have a separate mutual nondisclosure agreement, that agreement will control (the “Separate MNDA”). Otherwise, the following shall apply - each Party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Service Provider includes non-public information regarding features, functionality, and performance of the Service.  Proprietary Information of Customer includes non-public data provided by Customer to Service Provider to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it, prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

4.2 Customer may give feedback to the Service Provider, which the Service Provider may use “as is” freely, without any restrictions and obligations. Additionally, Service Provider shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology or product developed in connection with the Services or Software, and (c) all intellectual property rights related to any of the foregoing. Notwithstanding anything to the contrary, Service Provider shall, to the maximum extent permitted by law, have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Service Provider will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Service Provider’s offerings, and (ii) disclose such data solely in de-identified form in connection with its business; respecting security and precautionary measures such as encryption, anonymization or pseudonymization. No rights or licenses are granted except as expressly set forth herein. 

4.3 In terms of regulations governing the protection of personal data, the Customer is considered the Data Controller, and the Service Provider is considered the Data Processor when processing any information that may identify an individual (“Personal Data”) as part of the Services. With regard to the rights and obligations of the Service Provider in relation to data protection law, the standard DPA of the Service Provider is automatically incorporated to these ToS by reference, unless the Parties enter into a separately negotiated Data Processing Agreement. 

5. Payment of fees

5.1. Customer will pay Service Provider the applicable fees as set forth in the Order Form, in accordance with the terms therein (the “Fees”). All Fees are VAT excluded, and VAT shall be calculated, when applicable, subsequently in accordance with the tax regulations of either the Service Provider’s or the Customer’s country. The Fees also do not include any other prospective levies, as well as any other prospective taxes and other levies of the Customer’s country; which shall be borne by the Customer. The fee for the Pilot (hereinafter “the Pilot fee”) shall be paid in advance upon signing of the Order Form. If the Customer’s use of the Services requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed and Customer agrees to pay the additional fees in the manner provided herein. The Service Provider may postpone the commencement of Pilot or any elected “Hard” changes until it receives confirmation on payment of applicable fee by the Customer. Fees shall remain fixed for the first 12 months following the Starting date of the applicable Order Form, without prejudice to any overage fees payable under Article 2.1. Thereafter, Service Provider reserves the right to adjust the Fees annually based on the percentage change in the Harmonized Index of Consumer Prices published by Eurostat over the preceding 12-month period, up to a maximum of 5% per year. This adjustment shall take effect on the first day of the calendar month following the month in which notice is given, and only in case less than 25 days will elapse between the date of notice and the first day of the next calendar month, will the adjustment instead take effect from as of the first day of the next following calendar month. Notwithstanding the foregoing, in the event  of significant cost  increase due to regulatory changes, currency fluctuations, force major events, or increase in third-party or underlying service/component costs (including infrastructure, hosting or licences), Service Provider may propose additional price adjustments during the Initial Service Term or then-current renewal term. Any such pricing adjustment is subject to mutual written agreement between the Parties. If the Parties do not reach agreement within 30 days of the Service Providers’ proposal, either Party may terminate this Agreement in accordance with Article 6.5.

5.2. Service Provider may choose to bill through an invoice, in which case, full payment for any issued invoice must be received by Service Provider within fifteen (15) days in case of Pilot, and for any other fees within thirty (30) days after the date of issuance of the invoice. For all unpaid amounts, the Customer is considered to be in default by law and is deemed to pay the highest interest rate permitted by law, per month plus all expenses of collection and may result in immediate termination of Service. Any further claims for damages shall remain unaffected.

5.3. The Fees may be denominated in either EUR or the applicable local currency, as agreed in writing between the Parties. In case the Fees are denominated in a local currency, the Service Provider has the right to adjust the invoiced amount to include: 1) any transfer costs incurred in processing the payment; and 2) any difference in the price of the transfer costs due to exchange rate fluctuations or banking fees.

5.4. Service Provider may be reimbursed by the Customer for reasonable expenses, including but not limited to travel and accommodation, incurred in connection with this Agreement or any individual Order Form, if such reimbursement is expressly agreed between the Parties in a duly executed Order Form.

5.5. If Customer believes that Service Provider has billed Customer incorrectly, Customer must contact Service Provider no later than 60 days after the issuance of the invoice in which the error or problem appeared, in order to determine the merits of the complaint and, in case of accepting the complaint, approve the credit.  Inquiries should be directed to the Service Provider’s customer support department.

6. Term and termination

6.1. This Agreement is valid for the Pilot Term or Initial Service Term as specified in the Order Form.
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6.2. Subject to earlier termination as provided below, the Initial Service Term shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either Party requests in writing a termination at least thirty (30) days prior to the end of the then-current term. Pilot Term shall not be automatically renewed.

6.3. In addition to any other remedies it may have, either Party may also terminate this Agreement upon thirty (30) days’ written notice  (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. The written notice for Pilot  is fifteen (15) days. Customer will pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

6.4. Taking into account the provisions of item 6.3 above, in case the Customer has paid an annual fee for the SaaS and Customer Support Services in advance, and this Agreement is terminated prior to expiration of the one-year period for which the annual fee was paid, the Service Provider will deduct from the annual fee an aggregate sum of monthly fee multiplied by the number of months in which the Services are provided, and the amount representing the difference between the annual fee and the above determined aggregate monthly fees will be returned to the Customer, which further Customer represents and warrants means the Service Provider has no outstanding obligations to the Customer, i.e. that the Customer shall not seek any amount in the name of unpaid fees or damages due to termination or unjust enrichment in court or any other proceedings. 

6.5. Either Party may terminate this Agreement upon 60 days prior written notice if the Parties fail to reach agreement on a price adjustment pursuant to Article 5.1.  Termination by Customer under this provision shall not constitute a breach by, or give rise to any penalty, damages or liability against, the Service Provider. 

7. Warranty and disclaimer

7.1. Service Provider shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Service Provider or by third-party providers, or because of other causes beyond Service Provider’s reasonable control, but Service Provider shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.  However, Service Provider does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services.  Except as expressly set forth in this section, the Services are provided “as is” and Service Provider disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement. Liability without fault for initial defects of the software is excluded. In assessing whether or not there is a fault on the part of the Service Provider, the Customer acknowledges that cloud services by their nature may in fact not be error-free.

7.2. The Service Level Agreement (SLA) applicable to SaaS Services, including a guaranteed 99% uptime commitment measured monthly, is set out in the Order Form and forms an integral part of this Agreement. The SLA does not apply to Pilot nor to the provision of Integration Services, Associated Professional Services or Customer Support Services, beta features or AI-generated content.

8. Force majeure

8.1. In the event either party shall be delayed or hindered in or prevented from the performance of any act required hereunder by reasons of strike, lockouts, labor troubles, inability to procure materials or services, failure of power or restrictive government or judicial orders, or decrees, riots, insurrection, war, inclement weather, sickness due to Covid 19 (or similar illnesses) or other reason or cause beyond that Party’s control, then performance of such act (except for the payment of money owed) shall be excused for the period of such delay.

8.2. The Party that claims the existence of force majeure circumstances shall be obliged to inform the other Party without delay, at the latest within ten days after the commencement and termination of the circumstances of force majeure.

9. Limitation of liability

9.1. Notwithstanding anything to the contrary, Service Provider and its suppliers (including, without limitation, all equipment and technology suppliers), officers, affiliates, agents, contractors and employees (all jointly referred to as “vicarious agents”) shall be liable as follows: Claims for damages for breach of duty and in tort are excluded, except for foreseeable, typical damages from the violation of essential contractual obligations or the damages are based on intentional or grossly negligent breaches of duty by Service Provider, its legal representatives or vicarious agents. Liability is furthermore excluded in the following cases:

a) errors or interruptions of use or loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business;

b) any indirect, exemplary, incidental, special or consequential damages;

c) any matter beyond Service Provider’s reasonable control.

9.2. If the Service Provider is obligated to pay damages according to these ToS the amount of a claim for damages shall be limited to the fees paid by Customer to the Service Provider for the SaaS Services under the Order Form in the 3 months prior to the act that gave rise to the liability. In case of a Pilot, the total amount of claims for damages shall be limited to the amount of the Pilot fee.

9.3. The Customer acknowledges and agrees that certain components of the Software or the Services may rely on or incorporate (i) third-party or publicly available datasets, including, without limitation, population density data (“external data”), and (ii) features that generate content using artificial intelligence or machine-learning models, as well as beta, trial, early-access, or experimental functionalities (jointly herein “emerging technology features”). Any outputs, insights, analyses, or recommendations derived from such external data or emerging technology features are estimations and may be incomplete, outdated, incorrect, biased, unreliable, or otherwise subject to inherent limitations, errors, unpredictability, or failure to operate as intended or be suitable for the Customer’s intended use. The Service Provider does not independently verify the accuracy, reliability, or completeness of external data and provides both such data and any emerging technology feature strictly on an “AS IS” and “AS AVAILABLE” basis. The Customer is solely responsible for reviewing, evaluating, and validating all outputs generated through external data or emerging technology features and for all decisions, acts, omissions, or business outcomes made in reliance upon them. To the maximum extent permitted by law, the Service Provider and its vicarious agents disclaim all warranties, whether express or implied, and all liability arising from or relating to (a) the accuracy, completeness, or reliability of external data, (b) the performance or behavior of any emerging technology feature, or (c) any acts, omissions, decisions, or business or operational outcomes based on the use of such data, features, or outputs.  

10. Miscellaneous

10.1. If any provision of these ToS or any part of any provision (the “Offending Provision”) is declared or becomes unenforceable, invalid or illegal for any reason, that provision will be limited or eliminated to the minimum extent necessary so the remainder of these ToS  remains in full force and effect.

10.2. These ToS  shall be binding upon and inure to the benefit of Customer and Service Provider and their respective successors. These ToS are  not assignable, transferable or sublicensable by Customer except with prior written consent of the Service Provider.  The Service Provider may transfer and assign any of its rights and obligations under these ToS without consent.

10.3. The Customer hereby grants the Service Provider a non-exclusive, royalty-free, worldwide right to use the Customer’s name and trademarks in the Service Provider’s marketing and sales materials, including websites, presentations, pitch materials, LinkedIn posts, use cases, or case studies, provided such use complies with Customer’s brand guidelines. The Customer is not obliged to actively participate in any such publication. Use cases and case studies are subject to Customer’s prior review and written approval, which shall not be unreasonably withheld or delayed (approval to be provided within ten (10) business days of submission). Nothing in this section shall require disclosure of Confidential Information as defined in these ToSor in any separate mutual NDA. Upon termination of this Agreement, the Service Provider may continue to reference the engagement in historical marketing materials, provided no Confidential Information is disclosed. Neither this provision nor the provision of item 4.2  above alters, restricts, or supersedes the other; both provisions apply independently and concurrently.

10.4. These ToS, together with any active Order Form (including any applicable attachments thereto) and, if applicable, the Separate MNDA, and DPA contain the entire understanding of the Parties with respect to the subject matter herein, and supersede all previous agreements (oral and written), negotiations and discussions.

10.5. For the purposes of these ToS, the Parties hereto are independent contractors, and nothing contained in these ToS or any related Order Form shall be construed to place them in the relationship of partners, principal and agent, employer/employee, or joint venture partners. The Customer shall not have the power or right to bind or obligate the Service Provider in any respect whatsoever, nor shall it hold itself out as having such authority. The Parties agree to conduct negotiations in good faith.

10.6. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.

10.7. All notices under these ToS will be in writing and will be deemed to have been duly given 1) when received, if personally delivered; 2) when receipt is electronically confirmed, if transmitted by facsimile or e-mail; 3) the day after it is sent, if sent for next day delivery by recognized delivery service; and 4) upon receipt, if sent by certified or registered mail, return receipt requested.

10.8. The governing law and dispute resolution provisions applicable to this Agreement are set out in the applicable Order Form and form an integral part of this Agreement. 

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