Vendor Program Terms

These Vendor Program Terms of Use (“Terms”) shall apply to the engagement between you, a natural person, company, organization or other entity (“you” and/or “your” and/or “Vendor”) and Cerve Holding AB (“Cerve”) in relation to your use of and access to Cerve’s proprietary cloud-based web platform and/or mobile device application, which facilitates, simplifies and unifies online communication between wholesalers, suppliers and other food distributors and other third parties and their buyers (“Platform”) solely for the Purpose (as defined below). Your execution of an order form and/or registration documents (which order form and/or registration documents maybe be in electronic or digital format) signed and/or accepted digitally (an “Order Form”) referencing these Terms and/or access or use of the Platform shall be deemed your agreement to these Terms. These Terms and the Order Form (collectively referred to as the “Agreement”) represent the parties’ entire understanding regarding the Platform and its use, and shall govern and prevail over any other agreement, writings, understandings, negotiations, and discussions with respect to its subject matter, unless different terms are stated to explicitly amend the terms of the Agreement in a mutually signed written agreement.

Upon the earlier of you: (a) signing and submitting an Order Form; or (b) checking “I agree”, where applicable while accessing and/or using the Platform via Cerve’s web site located at: https://cerve.com (“Site”), you shall be deemed to have confirmed and agreed that: (i) you have read these Terms, understood them, and that such confirmation and agreement constitutes a valid and legally binding contract between you and Cerve; and (ii) you are fully and duly certified and licensed to provide the Vendor Services (as defined below) to clients and users of the Platform (“Clients”). If you confirmed and agreed to these Terms, on behalf of a corporation or another legal entity, you shall have been deemed to have represented and warranted that you have the authority to bind such entity to the terms and conditions contained within these Terms.

If you do not agree to any and all of the terms of the Agreement, you may not sign an Order Form or check the “I agree” checkbox where applicable, and you are prohibited from accessing and/or using the Platform.

1. The Platform

1.1 Subject to your acceptance of the Agreement and your compliance with these Terms, you are hereby granted a non-exclusive, non-transferable and non-sublicensable, revocable license to access and use: (i) the Platform, and (ii) Cerve’s proprietary API protocol and documentation (“Cerve API”), in object code form only, in each case solely for the purpose of: (x) integrating your product and services (“Vendor Services”) with the Platform, (y) enabling you to advertise such Vendor Services under the Platform’s online Vendor Program to  Clients, and (z) to interact, transact with and provide Vendor Services to Clients that are seeking to obtain such Vendor Services as well as interacting with Vendor’s suppliers and service providers for the purpose of providing the Vendor Services to Clients.

1.2 The engagement under the Agreement is subject to and contingent the integration of the Vendor Services with the Cerve API. You shall be solely responsible and bear all costs of integrating your Vendor Services to the Cerve API. Cerve reserves the right to release modified versions of the Cerve API at any time, and in no event shall Cerve bear any costs to the extent that such modification requires you to perform any actions to facilitate the continued integration to the Cerve API. Any such modifications are part of the Cerve API and governed by these Terms.

1.3 Without derogating from Section 1.2, Cerve and Vendor may further agree on the provision of certain implementation services, professional services and/or provision of deliverables by Cerve to the Vendor under the Agreement (the “Professional Services” and the “Deliverables” respectively). To the extent so provided by Cerve, the Deliverables shall be deemed part of the Platform, and any and all provisions which apply to the Platform, including Section 9 below, shall apply mutatis mutandis to the Deliverables.

2. Account Information

2.1 In order to access and use the Platform, you will be required to create a vendor account under the Order Form (“Vendor Account”). When registering to create a digital Vendor Account, to the extent applicable, you are required to select a password and provide certain information as specified in the Order Form (“Login Information”). The registration of your Vendor Account shall be subject to approval by Cerve, which may withheld at its sole and absolute discretion.

2.2 As part of the registration process, you agree to provide Cerve with accurate and complete information and to update that information promptly after it changes. Additionally, you represent and warrant that you have full right and authority to provide Cerve with the foregoing information, including, without limitation, any third party’s consent (to the extent required under any applicable law or contract).

2.3 You hereby permit Cerve to review and monitor: (a) commercial transactions and engagements you make with Clients, (b) the provisions of the Vendor Services by you to the relevant Clients, and (c) in case of a dispute with a Client, the applicable correspondence and Client Data (as defined below), for the sole purpose of ensuring your compliance with these Terms. Cerve shall only utilize such specific and limited information received from or related to your Vendor Account for the above-mentioned purposes.

2.4 Any Login Information you shall provide Cerve when creating or updating the Vendor Account will be held and used in accordance with Cerve’s Privacy Policy available at: cerve.com/privacy-policy, as may be amended from time to time (“Privacy Policy”) which constitutes an integral part of these Terms.

2.5 The following rules govern the security of your Vendor Account and Login Information. For the purposes of these Terms, references to a Vendor Account and Login Information shall include any account and account information, including usernames, passwords or security questions, that are used to access the Platform:

2.5.1 You shall not share your Vendor Account or Login Information, nor let anyone else access your Vendor Account or do anything else that might jeopardize the security of your Vendor Account;

2.5.2 In the event you become aware of or reasonably suspect any breach of security, including, without limitation any loss, theft, or unauthorized disclosure of your Login Information or unauthorized access to your Vendor Account, you must immediately notify Cerve and modify your Login Information;

2.5.3 You are solely responsible for maintaining the confidentiality of the Login Information, and will be responsible for all uses of the Login Information, whether or not authorized by yourself;

2.5.4 You are responsible for anything that happens through your Vendor Account, whether or not such actions were taken by you, including, for the avoidance of doubt, actions taken by third parties or any one on your behalf. You therefore acknowledge that your Vendor Account may be terminated if someone else uses it to engage in any activity that violates the Agreement or is otherwise improper or illegal;

2.5.5 You undertake to monitor your Vendor Account and restrict use by any individual barred from accepting the Agreement terms and/or receiving access to or use of the Platform, under the provisions listed herein or any applicable law. You accept full responsibility for any unauthorized use of the Platform by any of the above-mentioned;

2.5.6 Cerve reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to claims by a third party that a username violates such third party’s rights.

3. Marketing Efforts

3.1 Each party shall make commercially reasonable efforts to advertise and promote the other party and its products and services, including without limitation, publicly referring to the other party as a “Certified Partner” on its website, and with respect to Cerve, the availability of the Vendor Services on the Platform and as shall be coordinated between the parties from time to time.  Each party authorizes and grants a non-exclusive, non-transferable and non-sublicensable, revocable license to use the other party’s trade names, trademarks, service marks, logos, domain names, or other distinctive brand features for such purpose.

3.2 The position, prominence and placement of your services and products on the Platform shall be determined by Cerve’s at its sole discretion.

4. Rules of Conduct and Usage

4.1 You agree to comply fully with these Terms, the terms and conditions or any other agreement between you and the relevant Clients in connection with the Vendor Services, and all applicable domestic and international laws, regulations, statutes, and ordinances that govern your use of the Platform and your provision of the Vendor Services to Clients. You also agree to comply with all applicable laws affecting the transmission of content or the privacy of the Clients or any other individuals.

4.2 You hereby agree that in case that Cerve determines that you have acted in violation of the Agreement terms or any applicable law while using the Platform, or if Cerve determines your actions fall outside of reasonable standards, Cerve may, at its sole discretion, terminate your Vendor Account and prohibit you from accessing or using the Platform. In furtherance of the foregoing, and as an example and not as a limitation, you hereby agree that by using the Platform you shall not act as follows:

4.2.1 Grant access, rent, lease, sell, transfer, assign and/or sublicense your Vendor Account to any person or entity, or access a Vendor Account that has been rented, leased, sold, transferred, assigned and/or sublicensed.

4.2.2 Upload or transmit (or attempt to upload or transmit) files that contain viruses, trojan horses, worms, time bombs, cancelbots, corrupted files or data, or any other similar software or programs that may damage the operation of the Platform.

4.2.3 Violate the contractual, personal, privacy, intellectual property, or other rights of any party including by using, uploading, transmitting, distributing, or otherwise making available any information or material made available through the Platform in any manner that infringes any copyright, trademark, design, patent, trade secret, or other rights of any party (including rights of privacy or publicity).

4.2.4 Create false personas, multiple identities, multiple user Vendor Accounts, and set up a Vendor Account on behalf of someone else.

4.2.5 Attempt to obtain passwords or other private information from other members including personally identifiable information (whether in text, image, or video form), identification documents, or financial information.

4.2.6 Upload or transmit (or attempt to upload or to transmit), any material that acts as a passive or active information collection or transmission mechanism, including, without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies or other similar devices (sometimes referred to as “spyware”, “passive collection mechanisms” or “PCMs”). Use any robot, spider, scraper, data mining tools, data gathering, and extraction tools, or other automated means to access the Platform for any purpose.

4.2.7 Attempt to interfere with, hack into or decipher any transmissions to or from the servers for the Platform.

4.2.8 Defraud, or attempt to defraud, Cerve or its users, and act in bad faith in your use of the Platform.

4.2.9 Build a competitive marketplace, product or service or to otherwise copy the features, functionality or user interfaces of the Platform.

4.2.10 Use the Platform in any manner that diverts any Client from the Platform or that directs Client to a website that is not owned or controlled by Cerve.

5. Fees

5.1 In consideration of Vendor’s participating in the Vendor Program and/or its access to the Platform and/or the Cerve API, Vendor shall pay to Cerve fees as set forth in the Order Form, unless the Order Form provides that no fees shall be payable under the Agreement.All amounts due under the Agreement are net amounts and shall be payable in full to Cerve exclusive of VAT and without any deduction and/or withholding of any kind including for taxes and/or duties of any kind. The fees shall be payable in the currency specified in the Order Form.

5.2 Unless otherwise agreed in the Order Form, Cerve’s invoices are due within 30 days of the date of the invoice. In the event of late payment, penalty interest shall be paid in accordance with the Swedish Interest Act. In addition, Cerve has the right to, without prior notice, cancel the Vendor’s access to the Platform until full payment has been made. Cerve shall have the right to commence collection proceedings in order to collect Vendor’s outstanding debts and Vendor shall reimburse Cerve for any such costs and expenses incurred by Cerve.

5.3 Cerve is entitled to raise its fees immediately (i) if the increase is directly attributable to external factors such as changes in exchange rates, taxes or other similar charge, and (ii) in case of other similar changes or circumstances of economic importance outside our control and which affect the cost for maintaining the Platform or the Cerve API. Cerve also reserves the right to adjust the fee for the from time to time as it sees fit. In such case, Cerve shall notify the Vendor of the adjustment no later than thirty (30) days before the effective date thereof. If the Vendor refuses such price adjustment, Vendor is entitled to terminate the Agreement by thirty (30) days written notice.

5.4 Cerve may accept payments made by credit card, wire transfer, debit cards or other online payment services all as shall be detailed during the payment process in the Agreement (including if applicable, through Cerve’s website), or if otherwise agreed by Cerve by check or wire transfer to Cerve’s account in accordance with Cerve’s written instructions. Charges made through Cerve’s website may be facilitated through PayPal or other third-party payment processing services (“Payment Processor(s)”). Vendor agrees to be bound by the Payment Processor(s) terms of use, as they may be modified by them from time to time. As a condition of Cerve enabling payment processing services through the Payment Processor(s), Vendor agrees to provide Cerve accurate and complete information about Vendor, and Vendor authorizes Cerve to share transaction information related to Vendor’s use of the payment processing services provided by Payment Processor(s). Cerve may replace its third-party payment processing services without notice to Vendor. Cerve may use a third-party service provider to manage credit card processing.

6. Term and Termination

6.1 Term. The term of the Agreement and your participation in Cerve’s Vendor Program shall commence upon your acceptance of the Agreement as further elaborated above, until terminated pursuant to the terms hereof (the “Term”).

6.2 Termination for Convenience. Cerve may terminate and/or suspend the Agreement and your Vendor Account upon sixty (60) days prior written notice, for any or no reason. You may terminate the Agreement and your Vendor Account at any time upon sixty (60) days prior written notice, for any or no reason.

6.3 Termination for Cause.

6.3.1 If Cerve determines that you have acted in violation of the terms of the Agreement, or if Cerve determines that your actions fall outside of reasonable standards, Cerve may, at its sole discretion, immediately upon written notice terminate or suspend the Agreement and your Vendor Account and prohibit you from using the Platform. If you have more than one Vendor Account, Cerve may suspend or terminate all of your Vendor Accounts.

6.3.2 Cerve shall have the right to immediately terminate the Agreement and your Vendor Account, upon written notice, in the event that you file a petition in bankruptcy or are adjudicated as bankrupt or insolvent, or make an assignment for the benefit of creditors, or an arrangement pursuant to any bankruptcy law, or discontinue your business or have a receiver appointed for your business.

6.3.3 In the event that Cerve terminates your Vendor Account, you may not participate nor make use of the Platform again without Cerve’s express written consent. Cerve reserves the right to refuse to keep your Vendor Data (as defined below).

6.4 Cerve will not have any liability for terminating or suspending the Agreement and/or your Vendor In addition, you agree that you will not be entitled to any compensation, damages or payments with respect to the termination of the Agreement and/or your Vendor Account, regardless of the reason for or method of termination or non-renewal of the Agreement and/or your Vendor Account.

6.5 Effects of Termination

6.5.1 Upon termination or expiration of your Agreement, Cerve may prevent you from any and all access right to use the Platform or to login to your Vendor Account.

6.5.2 Termination of the Agreementshall not affect any provision of these Terms which are expressly or by implication intended to come into force or continue in force on or after the termination, including sections ‎6 (“Term and Termination”), ‎9 (“Intellectual Property Ownership”), ‎10 (“Confidentiality”), ‎11 (“Warranty Disclaimers”), ‎12 (“Limitation of Liability”), ‎13 (“Indemnification”) and ‎14 (“Miscellaneous”) herein.

7. Vendor Data and Client Data

7.1 Cerve acknowledges that, as between you and Cerve, you own all rights, title and interest in your Vendor Data. Except as permitted herein, Cerve acknowledges that these Terms shall not convey to Cerve any other rights in any of your copyrighted material.

7.2 The term “Vendor Data” shall mean your name, logo, trade dress, trademark or service mark, the files or attachments uploaded by you to the Platform, as well as the contact information submitted to Cerve by you (if any).

7.3 You represent and warrant to Cerve that you possess all rights required to lawfully provide your Vendor Data to Cerve and allow Cerve to use such data in the performance of the Platform. Furthermore, you represent and warrant that such Vendor Data and/or the display of and access to such materials do not infringe upon, misappropriate, or otherwise violate any intellectual property, proprietary, privacy or other rights of any third parties.

7.4 You hereby grant to Cerve a non-exclusive, worldwide, perpetual and irrevocable right to use the Vendor Data for the purpose of support and maintenance and for analyzing and improving the Platform.

7.5 Without derogating from any of Cerve’s rights and remedies under these Terms and/or under law, Cerve will be entitled to immediately discontinue your access and use of the Platform in the event of any alleged infringement, misappropriation or violation of any rights of any third parties in connection with your Vendor Data.

7.6 You acknowledge and agree that Cerve has no obligation to review any of the contents of the Vendor Data and/or Client Data, including for its inaccuracy or completeness, or for the potential violation of any third-party rights. “Client Data” means any information a Client shall upload and/or submit to the Platform.

7.7 Any Vendor Data and/or Client Data provided to Cerve as part of the Platform will be held and used in accordance with Cerve’s Privacy Policy. In connection with providing you with access and use to the Platform, Cerve may transfer, store and process Vendor Data and Client Data in any country in which Cerve or its affiliates maintain offices. By using the Platform, you hereby consent to such transference, processing and storage of the Vendor Data.

8. Dealings With Clients

8.1 You hereby acknowledge and agree that any responsibility regarding correspondence or business dealings with Clients whether through the Platform or externally, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, shall be performed solely by yourself.

8.2 You agree that Cervewill not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such other Vendors on the Platform.

8.3 Vendor undertakes that it shall not at any time make, publish or communicate to any person or entity, or in any public forum, any defamatory or disparaging remarks, comments or statements concerning Cerve or its business, including without limitation, in connection with any dealings with Clients. Without derogating from the generality of the foregoing, Vendor shall not solicit, circumvent, endeavor to entice away from Cerve or otherwise interfere with the relationship between Cerve and any person or entity who is, or was, a Client, prospective client, supplier or subcontractor of Cerve.

9. Intellectual Property

9.1 The Platform, including but not limited to the Cerve API, all materials, any computer software (in object code and source code form), data or information employed by Cerve pursuant to these Terms, and any know-how, methodologies, equipment, or processes used by Cerve to provide the Platform, including without limitation all patent, copyright, trade secret and any other proprietary rights therein and any other deliverables provided by it hereinunder, are and shall remain the sole and exclusive property of Cerve.

9.2 Nothing in the Agreement gives you a right to use any of Cerve’s trade names, trademarks, service marks, logos, domain names, or other distinctive brand features, except as specifically authorized pursuant to the terms of this Agreement.

9.3 You agree to provide Cerve with feedback concerning the functionality and performance of the Platform, from time to time, as reasonably requested by Cerve, including, without limitation identifying potential errors, enhancements and improvements. Any feedback, suggestions, ideas, or other inputs that you provide Cerve in connection with the Platform may be freely used by Cerve to improve or enhance Cerve’s products and services and, accordingly, all rights to such improvements and/or enhancements, howsoever arising, including as a result of any ideas, inputs or information provided by you as aforesaid, shall vest solely with Cerve.

9.4 During the course of your use of the Platform, Cerve may collect information regarding your use of the Platform including any communications and usage made through the Cerve API, such as information on which tools and/or services in the Platform are being used and how they are being used, connection time to Cerve’s server, etc. Any such information gathered by Cerve will be used in general, aggregated, non‑personally identifiable form in connection with evaluating and improving Cerve’s products and technology and for statistical purposes. Notwithstanding, the use of any of our online services, shall be subject to Cerve’s Privacy Policy.

9.5 Your use of the Platform is limited to that specifically and explicitly permitted in these Terms. You shall not and shall not permit any third party to: (a) engage in, cause, or permit the reverse engineering, disassembly, decompilation, or any similar manipulation or attempt to discover the source code or underlying ideas or algorithms of the Platform or any part thereof; (b) bypass, alter, or tamper with any security or lockout features of the Platform; (c) create any derivative work or translation of the Platform; or (d) provide, lease, rent, lend, license, assign, delegate, or otherwise transfer or use or allow others to transfer or use the Platform for the benefit of any third party.

9.6 The Vendor Services, including but not limited to all related materials, any computer software (in object code and source code form), data or information, and any know-how, methodologies, equipment, or processes used by you to provide the Vendor Services, including without limitation all patent, copyright, trade secret and any other proprietary rights therein and any other deliverables provided by it hereinunder, are and shall remain the sole and exclusive property of Vendor.

10. Confidentiality

10.1 You agree that you will not provide or make available to Cerve any information or materials that you consider to be confidential or proprietary. Confidential Information (as defined below) of Cerve shall be retained by you in confidence until such information becomes public through no action or inaction by you, and shall be used, disclosed, and copied solely for the purposes of, and in accordance with, these Terms. If needed, you may disclose Confidential Information to those employees solely with a need to know of such Confidential Information, and who have executed an obligation of confidentiality and restriction of use similar to the terms hereof. You shall use the same degree of care as you use to protect your own confidential information of a similar nature, but no less than reasonable care, to prevent the unauthorized use, disclosure, or publication of the Confidential Information.

10.2 It is hereby agreed that, without limiting the foregoing, all intellectual property rights in and to the Platform and any and all documentation, user guides, manuals, system requirements, operating instructions, training, pricing rates, and terms and other data and materials related to the foregoing or made available by Cerve to you pursuant to these Terms and/or the Platform, are considered as Confidential Information of Cerve.

10.3 Cerve shall have the right to seek injunctive or other equitable relief to protect its Confidential Information and intellectual property rights or to prevent loss of data or damage to its servers in any court of competent jurisdiction.

11. Warranty Disclaimers

11.1 You acknowledge and confirm that you are aware that Cerve, as the provider of the Platform, does not and will not have any responsibility regarding your Vendor Services, Vendor Data, and/or the negotiations and/or engagement you may enter into with any Client.

11.2 You are aware, understand and agree that except as explicitly set forth herein, the service and access to the Platform rendered hereunder and the Professional Services are provided on an “AS IS” and “AS AVAILABLE” basis without warranty of any kind. You shall be solely responsible for any and all acts or omissions taken or made in reliance on the Platform. To the fullest extent permitted by law, Cerve, its officers, directors, employees, and agents disclaim any and all warranties, whether express or implied, including, without limitation, any implied warranties of merchantability, title, fitness for a particular purpose or use, satisfactory quality, non-infringement, accuracy or completeness of the content of the Platform or contents of any sites linked to the Platform, that any data stored with Cerve will be secure or otherwise not lost or damaged, or that the Platform will be uninterrupted or error-free. The Vendor agrees that the entire risk arising out of using of the Service and the Professional Services or any service or products requested in connection therewith, remains solely with the Vendor.

11.3 Without derogating from the foregoing, to the extent that the Vendor agrees to pay fees under the Order Form, then Cerve warrants that during the Term:

12. Limitations of Liability

IN NO EVENT SHALL CERVE OR ANYONE ON ITS BEHALF BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS OR PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR LOSS OR DAMAGES TO GOODWILL, IN CONNECTION WITH THE AGREEMENT AND/OR THE PLATFORM REGARDLESS OF THE CAUSE AND WHETHER ARISING IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF CERVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, UNDER NO CIRCUMSTANCES WILL CERVE’S TOTAL AND AGGREGATE LIABILITY TO YOU FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING WITHOUT LIMITATION CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, BREACH OF WARRANTY, OR OTHERWISE, ARISING OUT OF OR RELATED TO THE AGREEMENT AND/OR THE PLATFORM, EXCEED THE HIGHER OF: (A) THE FEES ACTUALLY PAID BY YOU TO CERVE FOR THE RIGHT TO USE THE PLATFORM IN THE FRAMEWORK OF THE AGREEMENT IN THE 6 MONTHS PRECEDING SUCH CLAIM, OR (B) US$1,000.

13. Indemnification

13.1 To the fullest extent permitted by applicable law, you shall defend, indemnify and hold Cerve, its affiliates, and their respective officers, employees, consultants, service providers, and/or any other person or entity acting on its behalf, harmless from and against any loss, liability, claim, demand, or proceedings brought against Cerve by a third party, damages, costs and expenses, including reasonable attorney’s fees, arising out of or in connection with any of the following:

13.1.1 Your violation of the Agreement.

13.1.2 Your improper use of the Platform.

13.1.3 Your interaction and/or engagement with any Client, including without limitation any injuries, losses, or damages of any kind arising in connection with or as a result of such interaction and/or engagement.

13.1.4 Your violation of any applicable laws and/or any third party right, including without limitation any copyright, property, or privacy right.

13.2 You agree not to settle and/or compromise any such claim without Cerve’s prior written consent. Cerve reserves the right to assume the exclusive defense and control of any matter for which you are required to indemnify Cerve and you agree to cooperate with Cerve defense of such claims at your expense.

14. Miscellaneous

14.1 Governing Law and Jurisdiction. The Agreement is governed by the laws of Sweden, without application of its principles of conflicts of law. Any dispute, controversy or claim arising out of or in connection with these Terms shall be settled by the Swedish general courts, with Jönköping District Court as first instance; however, Cerveshall retain the right to institute proceedings, including interlocutory and/or injunctive relief, in any other territory.The parties hereto further agree that the United Nations Convention on the International Sales Goods shall not apply to the Agreement.

14.2 Publicity. Cerve may identify you on the Site and other marketing materials as a user of the Platform. Upon Cerve’s reasonable request, you agree to provide Cerve with information regarding your use of the Platform and cooperate with Cerve’s efforts to promote and market the Platform.

14.3 Assignment. Neither party shall transfer, assign, or pledge in any manner whatsoever any of its rights or obligations under the Agreement without the prior written consent of the other Party, provided, however, that a Party may assign its rights under the Agreement in connection with a merger, acquisition, sale of all or substantially all of its assets or other such corporate reorganization.

14.4 Severability. If any term, provision, covenant, or restriction of the Agreement is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable, or against regulatory or public policy, the remainder of the terms, provisions, covenants, and restrictions of the Agreement shall in no way be affected, impaired or invalidated.

14.5 Entire Agreement. The terms and provisions contained herein, and in the Order Form(s) constitute the entire agreement between the parties hereto with respect to the subject matters hereof and shall supersede all previous communications, oral or written, between the parties hereto with respect to the subject matters hereof.

14.6 Amendments. The technology for the Platform is constantly evolving, and accordingly, Cerve reserves the right to amend the Agreement including these Terms at any time in its sole discretion. Cerve will endeavor to send an email with notice of any such amendments to the email address you listed in your Vendor Account. Any such amendments shall become effective on the date that is thirty (30) days after the date of Cerve’s email notice to you. If you do not accept, or refuse to be bound by, any of Cerve’s proposed amendments, you may terminate the Agreement prior to the expiration of the thirty-day notice period by providing written notice of termination to Cerve. If you terminate the Agreement within the thirty-day notice period, the proposed amendments will not take effect and will not be binding on you. However, if you do not terminate the Agreement as provided above within the thirty-day notice period, then your continued use of the Platform will constitute your acceptance of the proposed amendments and these amendments will be binding on you. Except as provided in this Section 13.6, no other act, document, usage, or custom shall be deemed to amend these Terms.

14.7 Waiver. No waiver of any rights by any party hereto shall be construed as a waiver of the same or any other right at any prior or subsequent time. Furthermore, no waiver or delay on the part of a party hereto in exercising any power or right hereunder, and no forbearance or indulgence of a party granted to the other party, shall in any way restrict or diminish the full rights and powers of that party under the Agreement, or operate as a waiver of any breach by a party of any of the terms or conditions of the Agreement.

14.8 Independent Contractor. No agency, partnership, joint venture or employment relationship is or shall be created by virtue of the Platform and/or the Agreement.

14.9 Compliance with Law. You, not Cerve, are responsible for ensuring that the provision of your services or products complies with applicable law, including any and all applicable U.S. and international trade, data privacy and export control laws and regulations. If licenses, authorizations and/or permits of any kind are required for the sale of your products and services, including U.S. trade or export licenses, you agree to obtain such licenses before you offer the Vendor Services through the Platform.

14.10 Force Majeure. Cerve shall not be in default, or held responsible, for damages caused by delay or failure to perform in full or in part its obligations under these Terms, where such delay or failure is due to circumstances beyond Cerve’s reasonable control, including but not limited to acts of God, fire, flood, war, terrorism, embargo, accident, labor disputes, or shortage of material, equipment or transport, epidemic, pandemic, any law, regulation, or any ruling of court, tribunal or governmental agency.

14.11 Notices. Any notice provided pursuant to the Agreement shall be in writing and shall be sent by registered mail, or e-mail with notice of receipt requested, or by hand delivery to the addresses of the parties as specified herein. Noticessent to Cerve shall be addressed to help@cerve.com, and to your address as set forth in the Vendor Account, or to the address otherwise designated from time to time in writing by the parties. All notices will be deemed to have been delivered five (5) business days after being mailed (return receipt requested) if delivered by registered mail, or one (1) business day after delivered by hand or by e-mail (with confirmation of receipt).