Terms of Use

1. GENERAL

1.1 The following terms and conditions (“Terms of Use”) apply to the customer’s (“Customer”, “you”) use of our services for connecting with all connectors and channels offered by Sell-o AB, Swedish Companies Act registration number 556852-2832 (“Sello”) and they form a legally binding agreement between Sello and the Customer. By using Sello’s services (“the Services”) you acknowledge that you have read and understood these Terms of Use and you agree to be bound by the terms and conditions set out herein.

1.2 You may only accept the Terms of Use if you have legal authority to do so. If you are a private person you must be eighteen (18) years or older to sign up for the Services and to accept the Terms of Use. If you enter into these Terms of Use on behalf of a legal entity you must be authorized to enter into binding agreements on behalf of the legal entity concerned under applicable law.

1.3 Your use of the Services is regulated by these Terms of Use and you understand and agree that compliance with them is a prerequisite for your right to use the Services.

2. MEMBERSHIP AND PAYMENT

2.1 Your monthly payments to Sello consist of a fixed fee and a variable fee depending on the sales made and subscription model. The variable fee corresponds to a percentage of your monthly sales (turnover). The variable fee is calculated by Sello on a monthly basis and the amount to be paid corresponds to a percentage of all your sales.

2.2 Sello shall debit Customer in arrears for the Services. Customer’s Payments to Sello shall be made by one of the payment methods set out below:

Credit card payments Bank transfer (Invoice)

2.3 Any late payment shall accrue interest according to the Swedish Interest Act (Räntelagen 1976:635). In the event of non-payment, the customer will receive two reminders with at least five days between. If there is still an outstanding debt to Sello five days after the second reminder, the customer will be suspended from the service.

2.4 Customer agrees that any information regarding credit cards or other payment instruments may be shared by credit agencies, companies processing payments and other companies involved in the payment process related to these Terms of Use and that Sello has the right to provide any information if Sello should be required by law to provide such information.

2.5 If Sello wishes to adjust pricing of the services, the customer must be notified at least two months before the end of the agreement. The customer then has the right to withdraw from the agreement at the end of the agreement period, which must be notified to Sello at least ten days before the agreement expires. If the customer chooses to accept the new price, they do not need to do anything, and the new price will apply from the next agreement period.

3. PRIVACY AND SURVEILLANCE

3.1 When you sell your products on affiliated marketplaces, your customers’ data, including your customers’ personal data, is registered and stored. You remain responsible for ensuring the privacy and security of your customers. You are the controller of your customers’ personal data and you remain responsible for ensuring compliance with all applicable data protection laws when you collect your customers’ personal data and share such data with Sello and third parties, including where personal data is made available to third parties with the use of an API key generated by Sello. As controller of personal data you are further responsible to ensure that you are entitled to process the personal data under applicable data protection law. It is further your responsibility to inform your customers of your processing activities regarding their personal data. Information provided by you to your customers shall include information regarding the processing of personal data which Sello performs on your behalf. Sello shall not under any circumstances be responsible for unlawful processing of personal data resulting from your use of the Services.

3.2 Sello’s processing of the customers’ personal data and your personal data is regulated by Sello’s Data Processing Agreement and Privacy Policy.

3.3 Sello does not monitor all content generated by Customer and has no obligation to do so.

4. WARRANTIES BY SELLO

4.1 The availability of the Services (so-called service level) shall be at least 99,8% calculated per calendar quarter.

The availability of the Services is calculated according to the following formula: T = (P-F) * 100/P, where: T = Availability in percentage P = Number of minutes during the current calendar quarter F = Lost time within the period P, measured in the number of minutes the Services are not available

4.2 You are entitled to compensation if we do not achieve the agreed service level. If availability falls below 99,8 %, you can request a compensation according to the table below. ‘Fee’ in the table means what you have paid on average for the last quarter. In addition to this compensation, Sello is not obliged to pay any further compensation to you due to lack of availability.

• 99,8% to 99,0%: Compensation: 10% of fee
• 99,0% to 98,0%: Compensation: 20% of fee
• 98,0% to 97,0%: Compensation: 30% of fee
• 97,0% to 96,0%: Compensation: 40% of fee
• 96,0% to 95,0%: Compensation: 50% of fee

4.3 To be entitled to a compensation, you must request it no later than 90 days after the right to the compensation arose.

4.4 If availability falls below 95 % during three calendar quarters, it is considered a material breach of contract, and you then have the right to terminate the Agreement. There is no right to damages due to lack of availability.

4.5 Sello is not responsible for services or any other activities provided by the sales channels or connectors associated to the services. Sello shall not be held responsible for any measures taken by the sales channels or connectors, including but not limited to changes in ownership, insolvency and/or litigation.

4.6 Neither party shall be liable for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, strikes, labor disputes, fire, flood, earthquake, governmental regulations, or any other similar cause beyond the reasonable control of the party whose performance is affected (each a “Force Majeure Event”). The affected party shall notify the other party of the occurrence of a Force Majeure Event as soon as reasonably possible. The performance of the affected party’s obligations shall be suspended for the duration of the Force Majeure Event, provided that if the Force Majeure Event continues for a period of more than thirty (30) days, either party may terminate this Agreement upon written notice to the other party.

5. WARRANTIES BY CUSTOMER

5.1 Customer represents and warrants that:

(a) Customer is an authorized representative with legal authority to enter into these Terms of Use.

(b) Customer has full legal rights, and is authorized to use and allow the use by the parties to these Terms of Use and third parties, to all content Customer has inserted and processes in the Services.

(c) The content it has inserted and processes in the Services, including all products, and/or any other features that may be linked from the content are lawful and legal and cannot be regarded as unlawful for the purposes of these Terms of Use. In the event the content and/or products are claimed to be unlawful or illegal in any jurisdiction, Customer accepts full responsibility and shall reimburse any costs that Sello may incur in relation to such claim. This includes but is not limited to any virus or other distracting program or device that could incur or injure any computer system.

(d) Customer owns the intellectual property rights to the content it has inserted and processes in the Services. Customer thus warrants that the content and/or products cannot be held to be defamatory, offensive or in any other way led to a claim that may lead to extra costs incurred by Sello.

(e) Any information provided by Customer is correct and legal.

(f) Customer shall not damage, interfere with or prevent access to the Services or otherwise harm the Services. Customer shall only use the Services to an extent which can be considered as standard. If Customer uses more server power and data than standard and this adversely affects other Customers, Customer will be warned by e-mail. If Customer continues using the Services with extensive resources, notwithstanding Sello’s warning, Customer will be blocked from further use of the Services, without any reimbursement of payments already made to Sello.

5.2 Customer accepts that neither Customer nor Sello shall have the right to base a claim on any written or oral warranties and representations not stated in these Terms of Use. Notwithstanding anything said in these Terms of Use so far, neither party excludes liability for gross negligence, fraudulent misrepresentation or personal injury.

5.3 Customer shall bear all costs relating to the use of the Services, including but not limited to contributions to the Internet Service Provider (“ISP”).

6. COMPETITION AND NON-SOLICITATION

6.1 Sello shall have the right to co-operate and/or enter into agreement with any other third party including other customers and Sello shall have no restriction on competition. Sello may further independently develop, sell and use products and other material even if similar to products or other material sold by Customer.

7. SECRECY

7.1 Both parties undertakes that, without prior written consent from the other party, no commercial or technical information including without limitation pricing, data, financial information, software specifications, development and proprietary algorithm, which a party has come to know in one way or another through the use of the Services provided by Sello, shall be disclosed in whole or in part to any third party, except to the extent necessary for the exercise of its rights granted under these Terms of Use. The parties shall use all reasonable means to preserve the secrecy of such confidential information, such undertaking to continue in so far and for so long as such confidential information has not become part of the public domain. This article shall survive the expiration of the Terms of Use.

7.2 Sello undertakes to keep Customer’s content in the Services confidential pursuant to Sello’s Privacy Policy.

8. TERM AND TERMINATION

8.1 These Terms of Use shall enter into force on the date when Customer sign the Service Agreement.

8.2 The Service Agreement may be terminated: by either Customer or Sello with immediate effect upon written notice if the other party should become insolvent or a petition in bankruptcy should be filed by or against it, or a receiver of its property or a substantial part thereof should be appointed.

9. ASSIGNMENT

9.1 Neither these Terms of Use nor any rights under these Terms of Use shall be assigned or otherwise transferred by Sello or Customer without the prior written consent of the other party.

10. ENTIRE AGREEMENT

10.1 These Terms of Use is the entire agreement between Customer and Sello with respect to this subject matter, and supersedes all prior and contemporaneous discussions, communications and agreements, written or oral, with respect thereto. Customer and Sello confirm that they have not been induced to enter these Terms of Use as a result of any representation or statement which is not set out herein.

10.2 These Terms of Use may be changed only by a written document signed by authorized representatives of Sello and Customer.

11. MISCELLANEOUS

11.1 Any notice to be given by either party pursuant to these Terms of Use must be in writing and may be sent by email to the e-mail address of the recipient party.

11.2 These Terms of Use are in the English language only, which language shall be controlling in all respects.

11.3 Sello and Customer understand and agree that their relationship hereunder is one of contract and that they are not and shall not be construed as partners, joint ventures, or agent and principal. In no event shall either party be authorized to act for or on behalf of the other party.

11.4 If any provision of these Terms of Use is held by a court of competent jurisdiction to be invalid under any applicable statute, rule or law, Sello and Customer agree that such invalidity shall not affect the validity of the remaining provisions of these Terms of Use, and further agree to substitute for the invalid provision a valid provision which most closely approximates the intent and economic effect of the invalid provision. Headings used in these Terms of Use are provided for convenience only and shall not in any way affect the meaning or interpretation hereof.

12. LAW AND JURISDICTION

12.1 Sello and Customer endeavor to use their reasonable efforts to negotiate to settle any dispute or claim that may arise in relation to these Terms of Use.

12.2 In the event any dispute or claim cannot be settled between Sello and Customer, the Swedish courts shall have jurisdiction on these Terms of Use and Swedish law shall apply.

Version 2024-10-16