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Terms & Conditions

Updated: June 3, 2026

1. Parties

These Terms & Conditions ("Agreement") govern the provision of services by:

MYSO OpCo OÜ, company register nr Registry Code: 17522932, registered address at Peterburi tee 46, Lasnamäe linnaosa, 11415 Tallinn, Harju maakond, Estonia (below called "MYSO ESG", "Company", "we", "us", or "our"),

and

The legal entity purchasing services ("Client").

This Agreement applies to all subscriptions, enterprise licenses, online purchases, and partner agreements unless otherwise agreed in writing.

2. Services

MYSO ESG provides:

  • ESG, sustainability and climate Capability content
  • Role-based capability architecture
  • Hosted Platform access
  • Reporting and dashboards

Services may be delivered via:

  • MYSO ESG hosted platform, either through direct user access or API-based integration

Scope is defined in the applicable Order Form or Invoice.

3. License Grant

Subject to payment, MYSO ESG grants the Client a:

  • Non-exclusive
  • Non-transferable
  • Non-sublicensable
  • Limited-term license

to access and use the content solely for internal business training purposes.

No ownership rights are transferred.

4. Intellectual Property

4.1 Ownership

All content, architecture, frameworks, design, source files, structure, and materials are the exclusive intellectual property of MYSO OpCo OÜ. This includes:

  • Course content
  • Role-based architecture
  • ESG Capability Architecture
  • Visual assets
  • Technology components
  • JavaScript-based access controls

Nothing in this Agreement transfers IP ownership.

4.2 Protection & JavaScript Control Mechanism

Where content is migrated into the Client's LMS, MYSO ESG may use watermarks, and embedded JavaScript or technical control mechanisms to:

  • Control license validity
  • Enforce expiration terms
  • Prevent unauthorized duplication
  • Protect IP integrity

The Client agrees not to:

  • Reverse engineer
  • Remove embedded controls
  • Modify technical protection measures
  • Extract content files
  • Rehost content outside agreed scope

Tampering constitutes material breach.

5. Use Restrictions

The Client shall not:

  • Copy, reproduce, or resell content
  • Share login credentials
  • Provide third-party access
  • Create derivative works
  • Compete using MYSO ESG content

Content is for internal workforce use only.

6. Subscription Terms

6.1 Online Plans

Professional (single) license is:

  • Fixed-term
  • Prepaid
  • Non-refundable

6.2 Enterprise License

Enterprise Agreements may be:

  • 24 months
  • 36 months

Pricing is customized and defined in the Order Form.

Enterprise may include:

  • Access to all content
  • All languages applicable
  • Access to all new courses during subscription
  • Access to dashboards, analytics, and reporting at both employee and company level
  • Enterprise-level benchmarking and ESG capability insights (where applicable)

7. Payment Terms

Unless otherwise agreed:

  • Access to the platform is granted only upon receipt of payment
  • Enterprise contracts may allow split payments
  • Late payments incur statutory interest under Estonian law
  • Failure to pay may result in suspension
  • Any separately executed agreement between the parties governing payment terms shall supersede this clause.

8. Service Availability (Hosted LMS)

If hosted on MYSO ESG Platform:

  • MYSO ESG aims to maintain high platform availability and reliability, excluding scheduled maintenance, third-party service interruptions, and force majeure events
  • Scheduled maintenance may occur with prior notice where reasonably possible
  • MYSO ESG does not guarantee uninterrupted or error-free service
  • Enterprise SLA arrangements may be agreed separately in writing

9. Data Processing

Where personal data is processed, the MYSO ESG Data Processing Agreement (DPA) applies.

MYSO ESG acts as Data Processor when hosting platform services. Client remains Data Controller.

10. Data Ownership, Benchmarking & Anonymized Commercial Use

10.1 Client Data Access

MYSO ESG shall provide the Client with access to all data, analytics, assessment results, learning outcomes, and reporting generated specifically from the Client's participation in the Services, including but not limited to:

  • Financial exposure via MYSO ESG Rosk Exposure Calculator pre- and post learning
  • Baseline assessments
  • ESG capability measurements
  • Learning engagement metrics
  • Post-learning assessments
  • Employee and Organisational reporting

The above is collectively referred to as the "Client Data".

10.2 Benchmarking & Industry Analytics

Where available, MYSO ESG may also provide the Client with comparative benchmarking insights and industry analytics derived from aggregated datasets across MYSO ESG's client base. Such benchmarking may include, without limitation, comparisons by:

  • Industry or sub-sector
  • Geography or country
  • Company size or business type
  • Corporate function or department
  • Employee groups or business units
  • Age demographics or seniority levels
  • Gender representation
  • ESG topic area or capability category
  • Other relevant organisational or workforce segmentation criteria

All benchmarking data provided by MYSO ESG shall be based exclusively on data generated through participation in the Services by the Client and other participating organisations, and shall be presented solely in aggregated, anonymised, statistical, and non-identifiable form without identifying any individual, company, or participant.

10.3 MYSO ESG Rights to Anonymised Data

The Client acknowledges and agrees that MYSO ESG retains the unrestricted, perpetual, worldwide, transferable, and commercially exploitable right to collect, aggregate, analyse, model, commercialise, license, publish, distribute, and otherwise use any anonymised, de-identified, statistical, or aggregated data generated through the delivery of the Services.

Such rights shall include, without limitation, the right for MYSO ESG to:

  • Create industry benchmark reports, ESG capability indexes, and market intelligence products
  • Develop comparative datasets, scoring models, predictive analytics, and research reports
  • Improve and enhance its methodologies, products, learning frameworks, and technologies
  • Use anonymised data for commercial, strategic, academic, marketing, research, licensing, or product development purposes
  • Provide anonymised benchmarking insights and analytics to third parties

10.4 For the Avoidance of Doubt

For the avoidance of doubt:

  • The Client shall retain rights only to its own identifiable Client Data
  • MYSO ESG shall exclusively own all aggregated datasets, benchmarking frameworks, analytical models, scoring methodologies, statistical outputs, and anonymised derivative data created through the Services
  • No individual employee, participant, or Client organisation shall be identified in any external use of data without prior written consent
  • Nothing in this Agreement shall restrict or limit MYSO ESG's right to commercially exploit anonymised and aggregated data in any form whatsoever

10.5 Data Safeguards

MYSO ESG shall implement commercially reasonable technical and organisational safeguards designed to ensure that anonymised data cannot reasonably be used to identify any individual or specific organisation. These safeguards are designed to comply with the anonymisation principles set out under the EU General Data Protection Regulation (GDPR), including the principles established under Recital 26 and Article 89 thereof.

11. Confidentiality

Each party agrees to keep confidential:

  • Commercial terms
  • Technical documentation
  • Pricing
  • Business strategies

Confidentiality survives 5 years after termination.

12. Term & Termination

12.1 Term

Agreement runs for subscription duration.

12.2 Termination for Breach

Either party may terminate for material breach if not cured within 30 days.

12.3 Effect of Termination

Upon expiration:

  • Access ends
  • Migrated content license expires
  • Embedded license controls may deactivate
  • No refunds for unused time

13. Limitation of Liability

To the maximum extent permitted by law:

  • MYSO ESG total liability is limited to fees paid in the preceding 12 months
  • MYSO ESG is not liable for indirect damages, loss of profits, regulatory penalties, or business interruption

14. Warranties

MYSO ESG warrants that:

  • It owns the intellectual property
  • It has the right to license the content
  • Content is provided "as is" for educational purposes
  • No guarantee of regulatory compliance outcomes is made

15. Force Majeure

Neither party is liable for delays caused by events beyond reasonable control, including war, pandemic, government action, or infrastructure failures.

16. Partner & Reseller Clause

If Client acts as Partner or Reseller:

  • Separate written agreement required
  • No rights to sublicense without approval
  • No white-label rights unless agreed
  • No modification of content
  • Unauthorized reselling voids license

17. Export Control & Sanctions

Client represents it:

  • Is not subject to EU or international sanctions
  • Will not provide access to sanctioned individuals
  • Will comply with export laws

MYSO ESG may suspend access if a violation is suspected.

18. Governing Law

The laws of the Republic of Estonia govern this Agreement. Disputes shall be resolved in Estonian courts unless arbitration is agreed separately.

19. Assignment

The client may not assign this Agreement without written consent.

MYSO ESG may be assigned in the event of a merger, acquisition, or corporate restructuring.

20. Entire Agreement

This Agreement constitutes the entire agreement and supersedes prior discussions. Amendments must be in writing.

21. Survival

The following survive termination:

  • Intellectual Property
  • Data Ownership, Benchmarking & Anonymized Commercial Use
  • Confidentiality
  • Limitation of Liability
  • Governing Law
  • Payment obligations