Last updated November 11, 2019 These Puzzel Marketplace Terms and Conditions (“Terms”) are entered into between Puzzel, AS, including its affiliates (collectively, “Puzzel”), and you and your company (“Vendor”, “you”, or “your”). These Terms apply to Vendor’s publication of information regarding Vendor’s software, data, media, service, product, or other offering (“Vendor Offering”) and product information and images regarding your Vendor Offering (“Listing Information”) on the site maintained by Puzzel where it provides information about certain third-party offerings (“Puzzel Marketplace”). By submitting your Vendor Offering to Puzzel for publication on the Puzzel Marketplace you represent and warrant that you have the authority to bind Vendor to these Terms and agree to bind Vendor to these Terms. 1.1 Submission, Approval, Publication and Protection of Vendor Offerings 1.1.1 Submission Process. In order to participate in the Puzzel Marketplace, Vendor must submit a request via the Puzzel Marketplace home page which can be found at https://marketplace.puzzel.com/ and use the ‘Want a feature here?’ contact form. 1.1.2 If Puzzel approves the Vendor Offering for inclusion on the Puzzel Marketplace, Puzzel may publish the Vendor Offering on the Puzzel Marketplace, subject to these terms and conditions. Puzzel reserves the right to reject any Vendor application for any or no reason. Vendor is responsible for ensuring that the Listing Information associated with its Vendor Offering is accurate and up to date at all times. 1.1.3 Presentation of Vendor Offerings - Puzzel reserves the right to determine the manner in which Vendor Offerings, Listing Information, and any other information intended to inform Puzzel Marketplace users about a Vendor Offering, is presented and promoted in the Puzzel Marketplace. 1.1.4 Licence to Vendor Marks. During the term of these Terms, Vendor grants Puzzel a non-exclusive, royalty-free, fully paid up, worldwide right and licence to all of Vendor’s intellectual property rights in and to the Vendor's trade marks and logos (“Vendor Marks”) to use, reproduce and display Vendor Marks as provided to Puzzel, in connection with the marketing and promotion of the Vendor Offerings in the Puzzel Marketplace. Puzzel may reformat or resize Vendor Marks for publishing on the Puzzel Marketplace provided that it does not materially alter the overall appearance of the Vendor Marks. Puzzel will stop using the Vendor Marks upon termination of Vendor’s participation on the Puzzel Marketplace. 1.1.5 If at any time Vendor determines that any unlawful or unauthorized access, use or disclosure of the systems and/or confidential information of Vendor, its Customers or Puzzel relating to Marketplace (“Data Security Breach”) may have or has occurred, Vendor will promptly notify Puzzel of such Data Security Breach and investigate such Data Security Breach. Vendor will use reasonable efforts to notify Puzzel of a Data Security Breach within eight (8) hours after Vendor reasonably believes that there has been a Data Security Breach, but in no event more than twenty four (24) hours after such belief. Notwithstanding the written notice provision set forth in Section 8(i), all notices to Puzzel required under this Section in connection with a Data Security Breach will be made by email to security@puzzel.com. Subject to "Data Protection Legislation" which includes any applicable laws and regulations in any relevant jurisdiction relating to the use or processing of personal data including: (i) EU Regulation 2016/679 ("GDPR"); (ii) any laws or regulations ratifying, implementing, adopting, supplementing or replacing the GDPR (including, in the UK, the Data Protection Act 2018 ("DPA") and (when in force) the UK GDPR as defined in The Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 ("UK GDPR")); (iii) any laws and regulations implementing or made pursuant to EU Directive 2002/58/EC (as amended by 2009/136/EC) (including, in the UK, the Privacy and Electronic Communications (EC Directive) Regulations 2003); (iv) any guidance or codes of practice issued by a governmental or regulatory body or authority in relation to compliance with the foregoing; in each case, as updated, amended or replaced from time to time; and (v) the terms "Data Subject", "Personal Data", "processing", "processor" and "controller" shall have the meanings set out in the GDPR, any decision to notify a third party or parties of a Data Security Breach will be made by Puzzel. Upon Puzzel’s request, Vendor will reasonably cooperate with Puzzel and its third-party service providers in conducting an investigation of the Data Security Breach, which may include providing Puzzel and its third-party service providers with access to the Vendor Offerings and their underlying systems, network, servers and applications affected by the Data Security Breach. 1.1.6 Rights Reserved. Except for the licence rights granted in these Terms: (i) Vendor retains all rights in the Listing Information and Vendor Offering; and (ii) each party retains all rights it would have independent of these Terms. Puzzel does not obtain any right, title or interest from Vendor under these Terms in or to the Listing Information and Vendor Offering. Vendor agrees that it is solely responsible for protecting and enforcing its rights in the Listing Information, Vendor Offering and the Vendor Marks and that Puzzel has no obligation to do so on Vendor’s behalf. 2.0 Licensing and Support of Vendor Offerings The Puzzel Marketplace is a forum for display of Listing Information regarding Vendor Offerings. Vendor, not Puzzel, is responsible for selling, licensing or otherwise granting end users (“Customers”) rights to use the Vendor Offerings, including all software, data, and services included within, installable by, or otherwise associated with a Vendor Offering. Such licences, end user licence agreements (EULAs) and other agreements (in whatever form) will be between Vendor and Customers. Puzzel will neither be a party to these agreements nor will the agreements create any obligations or responsibilities of any kind for Puzzel. Vendor will be solely responsible for providing its Customers with all necessary support services, maintenance and other services in connection with the Vendor Offering and for ensuring that any options for support services and maintenance services that are described in Vendor’s Listing Information for the Vendor Offering remain available for Customers. 3.0 Confidentiality and Data Protection 3.1 Definitions. In connection with these Terms, each party (“Recipient”) may receive Confidential Information of the other party (“Discloser”) or third parties to whom Discloser has a duty of confidentiality. “Confidential Information” means any commercial or technical non-public information in any form and regardless of the method of acquisition that the Discloser designates as confidential or should be reasonably known by Recipient to be Confidential Information due to the nature of the information disclosed and/or the circumstances surrounding the disclosure including, without limitation, all business, statistical, financial, marketing and personnel information, customer or supplier details, know-how, designs, trade secrets or software of the Discloser. Confidential Information shall not include information that is: (i) in or becomes part of the public domain (other than by disclosure by Recipient in violation of these Terms); (ii) previously known to Recipient without an obligation of confidentiality and demonstrable by the Recipient; (iii) independently developed by Recipient without use of Discloser’s Confidential Information; or (iv) rightfully obtained by Recipient from third parties without an obligation of confidentiality. 3.2 Restrictions on Use. Except as allowed in Section 3(c), Recipient shall hold Discloser’s Confidential Information in strict confidence and shall not disclose any such Confidential Information to any third party, other than to its employees, advisors and contractors, in each case who need to know such information and who are bound by restrictions regarding disclosure and use of such information comparable to and no less restrictive than those set forth herein. Recipient shall not use Discloser’s Confidential Information for any purpose other than as permitted in these Terms. Recipient shall take the same degree of care that it uses to protect its own confidential information of a similar nature and importance (but in no event less than reasonable care) to protect the confidentiality and avoid the unauthorized use, disclosure, publication or dissemination of the Discloser’s Confidential Information. 3.3 Exceptions. Notwithstanding the restrictions in Section 3(b), Recipient may disclose Discloser’s Confidential Information: (i) to the extent required by applicable law or regulation, or (ii) pursuant to a order of a court or regulatory, self-regulatory or legislative body of competent jurisdiction, , or (iii) where requested by a regulator with jurisdiction over Recipient. In the event of such a requirement or request, Recipient shall, so far as legally possible under applicable law, give Discloser prompt written notice of such requirement or request prior to disclosure and, to the extent feasible, give the Discloser a reasonable opportunity to review and comment upon the disclosure and request confidential treatment or a protective order pertaining thereto prior to making such disclosure. 3.4 Destruction. Upon Discloser’s written request at any time, Recipient shall return or destroy Discloser’s Confidential Information and any copies or extracts thereof. Upon Discloser’s request, Recipient will provide Discloser with written confirmation of such return or destruction in compliance with this provision. Notwithstanding the foregoing, (i) Recipient will not be required to destroy or return automatic, archived computer back-up files on which Confidential Information may be stored in conformance with customary technology practices and policies and (ii) Recipient may retain one copy of the Discloser’s Confidential Information in accordance with its ordinary course legal record retention procedures; provided, however, that any such retained Confidential Information will be kept confidential and remain subject to these Terms for the period of retention. 3.5 Equitable Relief. Each party acknowledges that a breach of this Section 3 shall cause the other party irreparable injury and damage. Therefore, each party agrees that those breaches may be stopped through injunctive proceedings in addition to any other rights and remedies which may be available to the injured party at law or in equity. 3.6 Privacy. Vendor and Puzzel will only use Personal Data exchanged pursuant to these Terms as authorized and in compliance with Data Protection Legislation. The parties shall comply with the provisions and obligations imposed on them by the Data Protection Legislation at all times when processing Personal Data in connection with these Terms. Each party shall maintain records of all processing operations under its responsibility that contain at least the minimum information required by the Data Protection Legislation, and shall make such information available to any competent supervisory authority on request. If either party receives any complaint, notice or communication which relates directly or indirectly to the processing of Personal Data by the other party or to either party's compliance with the Data Protection Legislation, it shall as soon as reasonably practicable notify the other party and it shall provide the other party with reasonable co-operation and assistance in relation to any such complaint, notice or communication. 4.0 Limited Warranties and Disclaimer of Warranty 4.1 Vendor Representations and Warranties. Vendor represents and warrants to Puzzel that (i) it has all requisite right, power, and authority to enter into these Terms, perform its obligations, and grant the rights, licences, and authorizations in these Terms; and (ii) any information provided or made available by Vendor for inclusion on the Puzzel Marketplace, including without limitation, the Vendor Offering, Vendor Marks, Listing Information, its agreement with Customers, is at all times accurate and complete. 4.2 Disclaimer of Warranty. THE PUZZEL MARKETPLACE IS PROVIDED “AS-IS” AND WITHOUT ANY WARRANTY THAT ACCESS TO THE PUZZEL MARKETPLACE, OR USE OF, THE PUZZEL MARKETPLACE WILL BE UNINTERRUPTED OR ERROR FREE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, PUZZEL EXPRESSLY DISCLAIMS ANY IMPLIED OR STATUTORY WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF SATISFACTORY QUALITY, FITNESS FOR PURPOSE, NON-INFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. 5.0 Term and Termination, Removal These Terms will remain in effect until terminated. Either party may terminate these Terms at any time, for any reason or no reason, upon thirty (30) days’ written notice. Termination of these Terms will result in the Vendor Offering no longer being visible or otherwise available in the Puzzel Marketplace. Vendor may request removal of its Vendor Offerings from the Puzzel Marketplace by notifying Puzzel in writing and Puzzel will remove the Vendor Offering from the Puzzel Marketplace and will use commercially reasonable efforts to do so within ten (10) business days. Puzzel may remove any Vendor Offering from the Puzzel Marketplace, for any reason or no reason, with 30 days notice, thereby terminating these Terms immediately insofar as they apply to the removed Vendor Offering. The following Sections of these Terms shall survive termination of the agreement: Sections 3, 4, 6, 7, and 8. 6.0 Indemnification Vendor agrees to defend, indemnify, and hold harmless Puzzel and its affiliated companies, contractors, employees, and agents (“Puzzel Indemnified Parties”) against all liabilities, costs, expenses, damages and losses (including by paying any associated costs, losses, damages, expenses, and legal fees) suffered or incurred by Puzzel Indemnified Parties arising out of or in connection with any and all third party claims: alleging that the Vendor Offering, Vendor Marks, or Listing Information infringes or misappropriates any intellectual property right or personal right of a third party; arising from any dispute between Vendor and any Vendor Customer relating to the Vendor Offering or any other Vendor product or service; Vendor’s actual or alleged breach of any obligations in these Terms; or use of the Puzzel Marketplace in violation of any applicable laws or regulations. 7. Limitation of Liability (a) Nothing in these Terms shall limit or exclude either party's liability for (i) death or personal injury caused by its negligence; (ii) fraud or wilful default; (iii) anything else which cannot by law be limited or excluded; and (iv) the indemnity listed in Section 6. (b) SUBJECT TO SECTION 7 (A), TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR ANY LIABILITY ARISING UNDER SECTION 3 (CONFIDENTIALITY) OR 6 (INDEMNIFICATION): (I) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR LOST PROFITS, DATA OR BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL LOSS OR DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, HOWEVER CAUSED (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE).; AND (II) THE AGGREGATE LIABILITY OF EACH PARTY SHALL NOT EXCEED 10,000 NOK. MULTIPLE CLAIMS SHALL NOT EXPAND THESE LIMITATIONS. THE LIMITATIONS SET FORTH IN THIS SECTION 7 SHALL APPLY REGARDLESS OF IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY SHALL USE REASONABLE ENDEAVOURS TO MITIGATE ITS LOSSES. 8. Miscellaneous (a) Conduct. Vendor and its Customers shall at all times comply with Puzzel’s Acceptable Use Policy, located in the Partner Portal under ‘Puzzel Corporate’ either party shall make any representations, warranties, or guarantees concerning the other party’s offerings, products, or services, except as expressly authorized in writing by the other party. Vendor shall not make any representation that Puzzel has approved, recommended, or otherwise endorsed Vendor or a Vendor Offering. (b) No Exclusivity. Each party acknowledges and agrees that the rights granted to and obligations due to the other party in these Terms are intended to be non-exclusive. Nothing in these Terms will be deemed or construed to prohibit either party from engaging in or participating itself or with one or more third parties in business arrangements similar to or competitive with those described herein. (c) Modifications. Puzzel may amend any of the terms and conditions contained in these Terms at any time and in its sole discretion. All notice of changes to the Terms will be posted on the Puzzel Marketplace for at least thirty (30) days prior to these changes coming into effect.. Vendors are responsible for reviewing the Puzzel Marketplace and informing yourself of all applicable changes or notices. Changes to the [Puzzel Marketplace Publishing Guidelines] and other policies may be made without notice to Vendor. Vendor should refer regularly to the Puzzel Marketplace to review the current Terms and to the [Puzzel Marketplace Publishing Guidelines to review the current Guidelines]. A VENDOR’S CONTINUED USE OF THE PUZZEL MARKETPLACE AFTER THIRTY (30) DAYS OF PUZZEL’S POSTING OF ANY CHANGES WILL CONSTITUTE VENDOR’S ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS to the Terms. (d) Governing Law and Dispute Resolution. Any claim arising hereunder shall be construed in accordance with the laws of Norway, without regard to principles of conflict of laws or the United Nations Convention on Contracts for the International Sale of Goods. Subject to the paragraph below, you agree that any dispute arising out of or related to these Terms will be subject to the exclusive jurisdiction of the English courts. The parties consent to exclusive jurisdiction of these courts. In the event of any controversy, claim, action or dispute arising out of or related to these Terms (“Dispute”), the party asserting the Dispute shall first try in good faith to settle such Dispute by providing written notice to the other party (by first class or registered mail) describing the facts and circumstances (including any relevant documentation) of the Dispute and allowing the receiving party thirty (30) days in which to respond to or settle the Dispute. Both you and Puzzel agree that this dispute resolution procedure is a condition precedent that must be satisfied prior to filing any claim against the other party. If the parties cannot resolve the Dispute, you and Puzzel agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. This agreement to arbitrate Disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. . (e) Compliance with Laws. Each party agrees to comply with all laws of Norway directly applicable to such party, including without limitation, the Data Protection Legislation, applicable export and import laws and the U.K. Bribery Act of 2010. (f) Severability. If any term, condition, or provision of these Terms, or portion thereof, is found to be invalid, unlawful or unenforceable to any extent, the parties shall seek to agree to such amendments that will preserve, as far as possible, the intentions expressed in these Terms. If the Parties cannot agree to delete or modify the provision, in whole or in part, such invalid term, condition or provision will be severed from the remaining terms, conditions and provisions, which will continue to be valid and enforceable to the fullest extent permitted by law. (g) Waiver. Any waiver of the provisions of these Terms or of a party’s rights or remedies under these Terms must be in writing to be effective. Failure, neglect, or delay by a party to enforce the provisions of these Terms or its rights or remedies at any time, will not be construed and will not be deemed to be a waiver of such party’s rights under these Terms and will not in any way affect the validity of the whole or any part of these Terms or prejudice such party’s right to take subsequent action. Except as expressly stated in these Terms, no exercise or enforcement by either party of any right or remedy under these Terms will preclude the enforcement by such party of any other right or remedy under these Terms or that such party is entitled by law to enforce. (h) No Partnership; Agency. Nothing in these Terms shall constitute or create a joint venture, partnership, or any other similar arrangement between the parties. No party is authorized to act as agent for the other party hereunder except as expressly stated in these Terms. (i) Notices. All legal notices will be given in writing to Puzzel at Fredrik Selmers vei 30663 Oslo, Norway and to Vendor at the address provided during the Puzzel Marketplace registration process and will be effective (i) when personally delivered, (ii) two (2) business days after sending by first class post or recorded delivery in the case of an address in the United Kingdom, or (ii) seven (7) business days after being sent from any other address by recorded delivery, or an international equivalent. (j) Force Majeure. Neither party shall be responsible for any non-performance or delay (except for delay in payment, if any) attributable in whole or in part to any cause beyond its reasonable control, including but not limited to natural disasters government actions, war, civil disturbance, insurrection, sabotage, terrorist acts, labour shortages or disputes of third party suppliers, failure or delaying delivery by a party’s suppliers or subcontractors, , shortage of energy or raw materials, or the other party’s fault or negligence. (k) Entire Agreement. These Terms (including all the matters incorporated by reference herein) supersedes all prior communications, transactions, and understandings, whether oral or written, and constitutes the sole and entire agreement between the parties pertaining to the subject matter hereof. This Agreement has been signed on the date appearing on the front page.