Sellforte US Agency Terms

Version: 2025-02

These Terms of Service (“Terms of Service”) form an integral part of the Agrement which governs Sellforte Services (as later defined) provided by the Sellforte (“Sellforte”) to the Agency and such of its Affiliates that are defined in the Agreement between Sellforte and the Agency (“Agency"). By signing an Agreement or by using the Sellforte Services, the Agency acknowledges and agrees that the Agency is subject to these Terms of Service and that the Agency accepts these Terms of Service.

1. DEFINITIONS

“Agency Content Source” shall mean a predefined data source of the Agency or its Agency Customers to which the Sellforte Services apply, such as Agency's or its Agency Customers’ own data files containing Agency Content applied in the Sellforte Services, Agency's or its Agency Customers’ online advertising account(s), social media platforms or other accounts or websites provided by e.g., Facebook, Google, or Agency's other data warehouse(s), or Agency's or Agency Customers’ information which are used in connection with Sellforte Services.

“Affiliates” shall refer to any group companies, including parent companies, subsidiaries, or other entities that directly or indirectly control, are controlled by, or are under common control with a Party. “Control” in this context means the ownership of more than fifty percent (50%) of the voting securities or other ownership interest or the majority of the voting power or interest in such entity.

“Agreement” shall mean these Terms of Service together with the Collaboration Agreement and any attachments thereto, which shall govern the provision of Sellforte Services by Sellforte and the use of Sellforte Services by the Agency and its Agency Customers.

“Service/Services” or “Sellforte Services” shall mean collectively the Online Service and/or such other services as defined in and ordered through the applicable Collaboration Agreement.

“Sellforte” shall mean Sellforte Solutions Oy (Finnish Business ID: 2832424-2) and its Affiliates.

“Agency” shall mean the entity having subscribed to Sellforte Services.

“Agency Customer” shall mean the Agency’s own customers, to which the Agency has agreed to provide Sellforte Services under the Agreement.

Content”shall mean any content and/or materials and other information (including Personal Data) provided by Agency or its Agency Customers to Sellforte for the purpose of Sellforte Services, including without limitation any third-party content licensed or acquired by the Agency or its Agency Customers.

“Data Controller” shall have the meaning given to it in the Data Protection Legislation.

“Data Processor”shall have the meaning given to it in the Data Protection Legislation.

“Data Protection Legislation” shall mean all mandatory laws and regulations applicable to processing of Personal Data from time to time, including the EU General Data Protection Regulation 2016/679 (“GDPR”), binding regulations and other binding statutes implementing the General Data Protection Regulation, as well as the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 (“CCPA”), and other California privacy laws.

“Effective Date” shall mean the date specified in the applicable Collaboration Agreement document.

“Free Version(s)” shall mean any versions of the Online Service available from time to time to Sellforte's customers for trial use free of charge.

“Intellectual Property Rights” shall mean copyrights and related rights (including database and catalogue rights and photography rights), patents, utility models, design rights, trademarks, tradenames, trade secrets, know-how and any other form of registered or unregistered intellectual property rights or statutory protection of any kind and applications for any of the foregoing.

“Party” shall mean Sellforte or the Agency (jointly the “Parties”).

“Personal Data” shall have the meaning given to it in the Data Protection Legislation.

“Online Service” shall mean Sellforte's software as a service (SaaS) described in the applicable Collaboration Agreement, including upgrades and updates thereto, made available to the Agency pursuant to the Agreement.

“Service Fee(s)” shall mean the fees payable by Agency to Sellforte for the use of and access to Sellforte Services.

“Collaboration Agreement” shall mean the document through which the Agency orders Sellforte Services specified in it (including any possible ancillary services), and which, by reference, incorporates these Terms of Service (including any applicable attachments thereto).

“Third-Party Products” means any third-party products or services provided with or incorporated into Sellforte Services.

“User(s)” shall mean any authorized individual that has been granted the right to use and access Sellforte Services on behalf of Agency, Agency's Affiliate(s), or Agency Customers hereunder.

2. SERVICES

2.1 Sellforte provides a software service for analyzing the effectiveness of commercial activities, as well as other services defined in the applicable Collaboration Agreement.

2.2 Delivery of Sellforte Services may be agreed upon by both Parties signing a Collaboration Agreement for the delivery Sellforte Services. For a Collaboration Agreement to be effective, the Agency must cause the fully signed Collaboration Agreement to be received by Sellforte by mail or by email, or through the electronic signature process.

2.3 In addition to any provisions contained in the Collaboration Agreement, these Terms of Service shall apply. In case of a conflict between the Collaboration Agreement, and these Terms of Service, the terms of the Collaboration Agreement shall prevail.

3. GENERAL OBLIGATIONS OF THE AGENCY

3.1 The Agency is responsible for complying with all laws, rules, and regulations applicable to Agency, including all laws, rules, and regulations related to the use of Sellforte Services. The Agency is liable for filing the notices and reports to any authorities required under applicable law. Such responsibilities and liabilities are not transferred to Sellforte under the Agreement or under Sellforte Services provided by Sellforte. The Agency undertakes not to use Sellforte Services for any unlawful purpose whatsoever.

3.2 The Agency shall ensure that Sellforte Services meet Agency’s expectations and requirements as well as intended purposes of use. The Agency remains responsible for how the Agency uses Sellforte Services and any actions taken by the Agency based on the results and recommendations produced by Sellforte Services and the outcomes of those actions.

3.3 The Agency is responsible for acquiring and maintaining any and all network connections, hardware and software required for using Sellforte Services agreed hereunder and shall be liable for maintaining any firewall and any data security and virus protection systems (including any costs arising thereof).

3.4 The Agency undertakes to fully comply with Sellforte's reasonable directions and requests provided from time to time and related to Sellforte Services or to the Agency’s use thereof.

3.5 The Agency shall ensure that all information necessary for the provision of Sellforte Services, where applicable, is correct and undertakes to update such information as soon as possible in case such information has changed. Such information required for the provision of Sellforte Services shall be provided by Agency to Sellforte in a timely manner.

3.6 The individual acting on behalf of and representing the Agency and accepting the Agreement by executing the applicable Collaboration Agreement, represents and warrants that such individual has the full legal authority to enter into the Agreement, under all applicable laws, on behalf of the Agency in its capacity as an employee or representative of Agency.

3.7 If Agency grants any of its Affiliates, subcontractor, supplier, end-customer (incl. Agency Customers), or other third party any access to the Online Service and/or to other Services (any of the foregoing is solely subject to Sellforte’s prior written consent), any such Agency’s Affiliate, subcontractor, supplier, end-customer (inc. Agency Customers), and third party shall be considered equivalent to the Agency for the purposes of this Agreement, and the Agency shall be fully responsible and liable for all acts and omissions of and any damage caused in connection with the use of the Online Service and/or other Sellforte Services of such Agency’s Affiliate, subcontractor, supplier, end-customer (inc. Agency Customers), and third party as well for ensuring their compliance with the Agreement.

3.8 Sellforte may from time to time use Third-Party Products to provide its Online Service and other Services. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions. If the Agency does not agree to abide by the applicable terms for any such Third-Party Products, then the Agency should not install or use such Third-Party Products. However, such refusal can limit the scope of Services significantly. The Agency shall be fully responsible and liable for the compliance of Affliates’ and Agency Customers’ and other User’s use of Third-Party Products with their respective terms.

3.9 The Agency is authorized to utilize its Affiliates and subcontractors to promote, manage, and provide Sellforte Services to Agency Customers. Any activities carried out by the Agency’s Affiliates or subcontractors in relation to Sellforte Services shall be considered as performed directly by the Agency. The Agency is responsible for ensuring that its Affiliates and subcontractors fully comply with all terms and conditions of this Agreement. The Agency assumes full liability for any breach of this Agreement by its Affiliates or subcontractors while acting on its behalf in relation to Sellforte Services, including any damages, losses, or liabilities arising from such breaches or any other negligent or wrongful acts committed by its Affiliates or subcontractors.

3.10 Sellforte may use subcontractors and its Affiliates when delivering Sellforte Services to the Agency or Agency Customers. Sellforte remains fully responsible for the performance and quality of services provided by its subcontractors and Affiliates, and their work shall be treated as if performed directly by Sellforte.

4. REGISTRATION TO THE ONLINE SERVICE

4.1 Unless otherwise agreed, the Agency shall register to the Online Service before commencing the use of Sellforte Services. In the registration process, the Agency shall register Agency Content Sources with the Online Service, and authorize Sellforte to access and use the Agency Content Sources, and all the information therein. The Agency represents and warrants that it has full rights and authority to give Sellforte the rights above and to register the Agency Content Sources with the Online Service. Unless otherwise agreed, the Agency may add and remove the Agency Content Sources in the Online Service at any time in its sole discretion. Sellforte shall confirm Agency's registration in due course after having received the registration.

4.2 Registering Agency Content Sources relies on the use of a Third-Party Product, Fivetran. If the Agency uses Fivetran to register Agency Content Sources, the Agency must adhere to the terms and conditions of Fivetran defined at: https://www.fivetran.com/legal .

5. RIGHT TO USE THE SERVICES

5.1 Subject to due payment of the applicable Service Fees as well as compliance with the terms of the Agreement, Sellforte grants to Agency, and such of the Agency’s Affiliates and Agency Customers engaged through the applicable Collaboration Agreement, as well as to their Users a limited, non-exclusive, non-transferable, and non-sublicensable right to use Sellforte Services during the term of the Agreement solely for the purpose of analyzing the effectiveness of Agency Customers’ commercial activities, or for such other purpose(s) expressly and separately agreed in any applicable Collaboration Agreement.

6. RESTRICTIONS OF USE OF THE SERVICES

6.1 The Agency may use Sellforte Services only and strictly in accordance with the terms of the Agreement.

6.2 Unless otherwise permitted in the applicable Collaboration Agreement, the Agency shall not:

(i) make changes to Sellforte Services;

(ii) circumvent or attempt to circumvent any usage control or anti-copy features of Sellforte Services;

(iii) probe, scan or test the vulnerability of Sellforte Services;

(iv) use Sellforte Services and the content available through Sellforte Services in any manner that could damage, disable, overburden or impair Sellforte Services;

(v) use any data mining, robots, scraping, or similar data gathering or extraction methods;

(vi) use, copy, sell, resell, rent, transfer, license or otherwise provide anybody with Sellforte Services and/or the content of Sellforte Services available through Sellforte Services, except as may be provided herein;

(vii) use, access, or permit a third party to access or use all or any part of Sellforte Services for purposes of competitive analysis, including the provision, use, building, planning or development of a product or service or feature which competes with Sellforte Services, Sellforte’s software or any other of Sellforte’s services or offerings, or for any other purpose that may be to Sellforte’s detriment or commercial disadvantage;

(viii) interfere with other users’ use of Sellforte Services;

(ix) reverse engineer or decompile Sellforte Services or access the source code thereof, except as may otherwise be permitted by applicable law;

() use Sellforte Services for transmitting any unauthorized advertising, promotional materials, junk mail, spam, chain letters, contests, pyramid schemes, or any other form of solicitation or mass messaging;

(xii) use Sellforte Services in violation of applicable law, rule, or regulation;

(xii) use Sellforte Services in ways that violate Intellectual Property Rights or privacy of Sellforte, third parties or users;

(xiii) use Sellforte Services to transmit any material that contains adware, malware, spyware, software viruses, worms or any other computer code designed to interrupt, destroy, or limit the functionality of computer software or equipment; and/or

(xiv) use Sellforte Services on behalf of a third party (except on behalf of the specified Agency Customers), unless expressly agreed between the Parties.

6.3 Sellforte shall have the right to immediately suspend or deny the Agency's or a User’s access to Sellforte Services without any prior notice if Sellforte suspects, in its sole but reasonable determination, that the Agency or any User breaches the Agreement or burdens or uses Sellforte Services in a manner which may jeopardize the availability of Sellforte Services to other users, violates applicable law, rule, or regulation, or under similar circumstances in which denying the Agency’s or User’s access is justified. Sellforte shall without undue delay inform the Agency of the reasons for such suspension or denial. Agency’s obligations to pay the Service Fee(s) shall continue throughout the period of any such suspension or denial under this Section 6.3.

7. AUTHORIZED USERS OF THE AGENCY

7.1 Agency is entitled to invite Users exclusively from Agency’s organization and separately permitted organizations, such as Affliates and Agency Customers, and shall not provide access to Sellforte Services to any third parties, unless otherwise expressly agreed between the Parties.

7.2 Only the Users provided with a username and a password are allowed to access and use Sellforte Services.

7.3 Agency is responsible for all use of Sellforte Services under the Users’ user accounts. Agency shall use all reasonable efforts to prevent unauthorized access to, or use of, Sellforte Services. All passwords and other identifiers relating to the Users’ use of Sellforte Services shall be kept confidential. In the event of or if Agency or a User has reason to suspect any unauthorized access or use of Sellforte Services, or if any password has been revealed to a third-party, Agency shall promptly and immediately notify Sellforte thereof.

7.4 Agency shall remove and manage the access rights to Sellforte Services when necessary, such as in case of termination of employment of Agency’s employees or the termination of Agency Customer’s contract.

8. AVAILABILITY AND MODIFICATIONS TO THE SERVICE

8.1 Sellforte is entitled to deliver Sellforte Services as it deems appropriate, and will use its commercially reasonable efforts to keep Sellforte Services operational. Sellforte shall have the right to suspend the availability of Sellforte Services due to installation, change or maintenance work or due to severe data security risk to Sellforte Services or if required by law or public authorities, or due to force majeure. If Sellforte suspends Sellforte Services, it shall inform the Agency in advance (including on its website at www.sellforte.com or otherwise (e.g., in the Online Service, via a knowledge base or by email to the email address on record with Sellforte)) of the suspension and the duration of the estimated suspension or, if such advance notice is not reasonably possible, promptly after Sellforte has become aware of such occurrence.

8.2 The Agency acknowledges that interruptions to the availability of Sellforte Services may also occur due to no fault of Sellforte, for example, in the event of data connection disruptions or interruptions to the availability of systems or components delivered by third parties.

8.3 Agency understands, agrees, and accepts that Sellforte has no obligation to support, upgrade, or update Sellforte Services, or to provide any specific content through Sellforte Services. Any features or offerings provided through Sellforte Services may be subject to changes at Sellforte’s full discretion. In the event of any substantial or major change which materially degrades Sellforte Services, Sellforte will inform Agency on its website at www.sellforte.com or otherwise (e.g., in the Online Service, via a knowledge base or by email to the email address on record with Sellforte). If the Agency does not accept such change causing a material degradation to Sellforte Services, the Agency may terminate the Agreement by notifying Sellforte within thirty (30) days of the effective date of such change.

8.4 If separately agreed, Sellforte provides support as set forth in the applicable Collaboration Agreement. For this purpose, the Agency must allow Sellforte to access the applicable Agency Content Sources and Agency agrees to provide any additional information Sellforte identifies as reasonably necessary to provide the support. Agency agrees that, as may be reasonably necessary to provide the support, Sellforte’s personnel may view and edit Agency Content Sources, settings, and analysis results and access the specific user view of Agency’s or its Affiliates’ User, for the purposes of providing the support. Upon the Agency’s request or approval, Sellforte’s personnel may also modify Agency Content Sources, and Agency shall remain fully responsible for any such actions and results thereof.

8.5 Sellforte reserves the right, at its sole discretion, to modify, cancel, and/or change any Free Versions at any time without prior notice and with no liability.

9. SERVICE FEES

9.1 The applicable Service Fees for Sellforte Services and their invoicing .1 schedule are set out the applicable Collaboration Agreement.

9.2 Any Free Version is provided free of charge.

9.3 Without prejudice to its other rights, Sellforte may temporarily disable the Agency’s access to Sellforte Services or terminate the Agreement with immediate effect in the event the Agency has overdue payments in excess of thirty (30) days. Agency’s obligations to pay the Service Fee(s) shall continue throughout the period of any such suspension under this Section 9.3.

9.4 If not otherwise agreed in the applicable Collaboration Agreement, Sellforte is entitled to adjust the Service Fees of the Services by providing the Agency with a prior notice of at least ninety (90) days. In case the Agency disagrees with such adjustments, the Customer is entitled to terminate the applicable Collaboration Agreement to which Sellforte’s Service Fee adjustment is made to, by providing Sellforte with a notice thereof prior to the effective date of such adjustment of the Service Fees.

9.5 All Service Fees and payments made to Sellforte are non-refundable, unless otherwise agreed.

10. FREE VERSION(S)

10.1 Certain features of Sellforte Services may be provided free of charge as part of a Free Version. Agency agrees and acknowledges that all features of Sellforte Services will not be available in the Free Version.

10.2 Sellforte reserves the right, in its sole discretion, to determine Agency’s eligibility for a Free Version and to withdraw or modify a Free Version at any time without prior notice and with no liability whatsoever.

10.3 The Free Version is always provided on an “as is” basis and Sellforte shall have no liability resulting from the Agency’s or User’s use of the Free Version or otherwise.

11. AGENCY CONTENT

11.1 The Intellectual Property Rights to Agency Content, to the extent such content is protectable under applicable Intellectual Property Rights, shall belong to the Agency (or its Agency Customers) and the Agency shall have sole responsibility for the legality, reliability, integrity, accuracy, and quality of the Agency Content.

11.2 Agency hereby grants Sellforte a non-exclusive, worldwide, and limited right to use the Agency Content and Agency Content Sources for purposes of delivering and performing Sellforte Services under this Agreement. In case there are any third-party restrictions relating to the Agency Content, the Agency shall notify Sellforte of the same when providing the Agency Content to Sellforte and the Parties shall discuss and agree in good faith on how such restrictions are taken into account in the provision of Sellforte Services.

11.3 During the Term of this Agreement, Agency grants to Sellforte the right to create and generate anonymized, de-identified, usage, statistic, and other data from and by analyzing Agency’s use of Sellforte Services and the Agency Content (collectively “Aggregated Data”). Notwithstanding anything to the contrary herein, Aggregated Data shall not be deemed to be, or included within the definition of, Agency Content or Confidential Information. Sellforte shall be entitled (during and after the term of this Agreement) to use Aggregated Data to improve and enhance its current or future services, products, offerings, and for other development, diagnostic and corrective purposes, provided that all such Aggregated Data is in de-identified form, and is not attributable to Agency or any individual or company. As between Sellforte and Agency, all right, title, and interest in Aggregated Data, and all intellectual property rights therein, belong to and are retained solely by Sellforte.

11.4 Agency represents and warrants that it possesses sufficient rights in and to the Agency Content, and that Agency has obtained all the required consents from Agency Customers, users and data owners, as may be necessary, to permit the use contemplated under this Agreement. In the event that Agency makes use of Sellforte Services or requests that Sellforte collect personally identifiable information from Agency Customers, Users or end users in connection with Sellforte Services: (a) Agency shall (i) provide all required notices and obtain all necessary consents for Sellforte to collect, process, disclose, share, transfer, or otherwise use Agency Customers, Users, and end users’ personally identifiable or other data in connection with Sellforte Services; (ii) maintain a privacy policy that accurately reflects the Agency’s (and Sellforte’s) use of the personally identifiable information; and (iii) comply with all applicable data privacy and data security laws. Agency shall further ensure that Agency Content does not infringe any third-party Intellectual Property Rights or other rights, or violate any other applicable laws or legislation. Agency shall not upload or provide any illegal, offensive, threatening, libelous, defamatory, or otherwise inappropriate data to Sellforte Services.

11.5 In case Sellforte believes, in its sole but reasonable opinion, that any Agency Content violates this Agreement, Intellectual Property Rights, or any applicable law, rule or regulation, Sellforte shall have the right to immediately delete such Agency Content from Sellforte Services without prior notice to the Agency.

11.6 The Services shall not be used as a storage service. Agency shall be solely responsible for storing appropriate backup copies of the Agency Content.

12. PERSONAL DATA PROTECTION

12.1 To the extent Agency Content contains Personal Data, Sellforte processes such Personal Data as a Data Processor on behalf of the Agency for the purposes of the Agreement.

12.2 The Agency expressly acknowledges and agrees that it is strictly the Agency's obligation to observe and to comply with any and all applicable Data Protection Laws regarding the Personal Data contained in any materials, information, data, and Agency Content provided by Agency for the purposes of receiving or using Sellforte Services, regardless of the country or state in which the Agency is based. The above-mentioned obligations include, but are not limited to, complying with the terms and restrictions and any applicable privacy policies and cookie opt-in policies of any third-party service provider.

12.3 Further terms regarding Sellforte’s processing of Personal Data is set out in Appendix 1 of these Terms of Service.

13. INTELLECTUAL PROPERTY RIGHTS

13.1 If not otherwise agreed herein, no Intellectual Property Rights of either Party shall be transferred.

13.2 Notwithstanding anything to the contrary herein, Sellforte retains and holds all right, title and interest in and to all Intellectual Property Rights in or related to Sellforte Services or any other service or offering provided by Sellforte (including but not limited to any methods, systems, software, algorithms, images and source code), any Aggregated Data (as defined in Section 11.3), as well as any related documentation and analytics (including modifications to any of the foregoing, if any), and all parts and copies thereof shall remain exclusively vested with and be the sole and exclusive property of Sellforte.

13.3 If the Agency provides feedback, requests features, changes or tools, or otherwise provides comments relating to Sellforte Services or provides suggestions or ideas for improving Sellforte Services (all the aforementioned referred to as “Feedback”), the Agency agrees that such Feedback is hereby and will be fully assigned to Sellforte without any obligation for Sellforte to pay separate compensation, and Sellforte has and shall have all title of, and own all rights to, such Feedback and may thus freely use and incorporate them into its product offerings.

13.4 Except as otherwise provided under this Agreement, all right, title and interest in and to all Intellectual Property Rights in or related to the Agency Content and any derivatives thereof (other than Aggregated Data), as well as any related documentation and analytics (including modifications to any of the foregoing, if any) and all parts and copies thereof are and shall remain exclusively vested with and be the sole and exclusive property of the Agency and/or its subcontractors or licensors, as the case may be. Agency hereby grants to Sellforte a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Agency Content and perform all acts with respect to the Agency Content as may be necessary for Sellforte to provide Sellforte Services, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Agency Content to the extent incorporated within Aggregated Data.

13.5 Further terms regarding Intellectual Property Rights and any deliverables are set out in the applicable Collaboration Agreement in question.

14. INDEMNIFICATIONS

14.1 Sellforte shall indemnify, defend, and hold harmless Agency from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) incurred by Agency resulting from any third-party claim, suit, action, or proceeding alleging or asserting that the Online Service infringes or misappropriates such third party’s United States patents, copyrights, or trade secrets, provided that Agency promptly notifies Sellforte in writing of the claim, cooperates with Sellforte, and allows Sellforte sole authority to control the defense and settlement of such claim.

14.2 If such a claim set forth in Section 14.1 is made or appears possible, Agency agrees to permit Sellforte, at Sellforte’s sole discretion, to either (a) obtain the right for Agency to continue the use of Sellforte Services; (b) modify or replace Sellforte Services, or component thereof, to make it non-infringing. If none of the above-mentioned alternatives is available to the Sellforte on reasonable terms as determined solely by Sellforte, the Agency shall, at the request of the Sellforte, immediately stop using Sellforte Services, and Sellforte shall refund a pro-rata portion of the Service Fees paid by the Agency for Sellforte Services for the terminated portion of the Term.

14.3 Sellforte shall have no obligations under this Section 14 to the extent any infringement claim arises from: (a) the Agency’s combination of Sellforte Services with other software or services, (b) Agency’s modification to any part of Sellforte Services, (c) Agency’s violation of Section 6 (Restrictions of Use) or Section 11.4; (d) if such claim would not have been made without Agency’s combination or modification of Sellforte Services or Agency’s violation of Sections 6 or 11.4; (d) information or materials provided by the Agency and used by Sellforte for the performance of Sellforte Services in accordance with this Agreement, (e) Agency Content; (f) Third-Party Products; or (g) if the claim is asserted by a company, which exercises control over the Agency or which is controlled by the Agency.

14.4 Agency shall indemnify, hold harmless, and, at Sellforte’s option, defend Sellforte from and against any Losses arising from or relating to any claim, suit, action, or proceeding that the Agency Content, or any use of Agency Content in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights and any Third-Party Claims based on Agency’s or any User’s (i) negligence or willful misconduct; (ii) use of Sellforte Services in a manner not authorized by this Agreement; (iii) use of Sellforte Services in combination with data, software, hardware, equipment, or technology not provided by Sellforte or authorized by Sellforte in writing; or (iv) modifications to Sellforte Services or the deliverables or results from Sellforte Services not made by Sellforte. Sellforte agrees to promptly notify the Agency in writing of any such claim arising under this Section 14.4 to allow the Agency to have sole control over the defense, litigation and/or settlement of any such claim and to reasonably cooperate with the Agency in the investigation, defense and settlement thereof. Agency shall not enter into any settlement that affects the Sellforte's rights or interest without Sellforte’s prior written approval.

14.5 Indemnity Cap. EXCEPT AS LIMITED BY APPLICABLE LAW, SELLFORTE’S TOTAL AND AGGREGATE INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT SHALL NOT EXCEED THREE (3) TIMES THE TOTAL AMOUNT OF SERVICE FEES PAID BY AGENCY TO SELLFORTE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE THIRD-PARTY CLAIM.

14.6 Sole Remedy. THIS SECTION 14 SETS FORTH AGENCY’S SOLE REMEDIES AND SELLFORTE'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

15. CONFIDENTIALITY

15.1 From time to time during the term of this Agreement, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”).

15.2 The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees, contractors or representatives who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder, and who have signed a non-use and nondisclosure agreement that has provisions that are at least as restrictive as the provisions of this Agreement. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings.

15.3 In case the Agency Content or any other material or information that the Agency provides to Sellforte for the provision of Services, contain inside information or other information that is subject to heightened confidentiality or other obligations, the Agency shall be obliged to inform Sellforte in the applicable Collaboration Agreement of the nature of such information and any specific actions or restrictions to protect it prior to providing such information to Sellforte.

15.4 Upon expiration or termination of the Agreement, each receiving Party shall promptly cease using the disclosing Party’s Confidential Information (as defined in Section 15.1). Each disclosing Party has the right at any time request to have its Confidential Information be deleted, and the receiving Party is obliged to comply with such request without undue delay. Notwithstanding the other provisions of this Section 15, the receiving Party or its legal counsel may retain an archival copy of Confidential Information to the extent it is contained in electronic files as part of the receiving Party’s regular data backup procedures, provided that the receiving Party shall continue treating any such archived Confidential Information in accordance with the terms of this Agreement at all times.

15.5 The obligation of confidentiality is applied during the term of this Agreement and for five (5) years after the termination of the Agreement unless applicable laws require for a longer obligation of confidentiality. The foregoing time limit shall not apply to trade secrets for which the time limit shall continue as long as the Confidential Information qualifies as trade secret under the governing law of this Agreement.

15.6 The confidentiality obligation shall, however, not be applied to material and information, (a) which is generally available or otherwise public; or (b) which the Party has lawfully received from a third-party without any obligation of confidentiality; or (c) which is lawfully in the possession of the receiving Party without any obligation of confidentiality related thereto; or (d) which a Party has independently developed without using the Confidential Information received from the disclosing Party, as verified by the written records of the receiving Party.

16. WARRANTIES, WARRANTY DISCLAIMERS AND LIMITATION OF LIABILITY

16.1 Sellforte represents and warrants that Sellforte Services will conform in all material respects with the terms of the applicable Collaboration Agreement. SELLFORTE AGREES TO USE ITS COMMERCIALLY REASONABLE EFFORTS TO BE AVAILABLE TO SUPPORT THE AGENCY AND TO CORRECT MATERIAL ERRORS OR DEFICIENCIES IN THE SERVICES. EXCEPT AS SPECIFICALLY PROVIDED UNDER THE THIS SECTION 16.1, THE SERVICES ARE PROVIDED “AS IS” AND WITH THE FUNCTIONALITIES AVAILABLE AT EACH TIME OF USE, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SELLFORTE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. SELLFORTE DOES NOT WARRANT THAT THE SERVICES OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF WILL MEET CUSTOMER’S NEEDS OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, OR ERROR-FREE.

16.2 The warranties provided under Section 16.1 do not cover errors or deficiencies attributable to (a) changes to Sellforte Services or to any deliverables created as a part of services agreed in the applicable COLLABORATION AGREEMENT, and which changes are made by the Agency and which have not been approved by Sellforte in writing; (b) use of Sellforte Services contrary to this Agreement, or the written instructions given by Sellforte; (c) use of Sellforte Services contrary to the third party terms and policies; (d) disturbances or interruptions in Sellforte Services due to data network; or the a service or product not supplied by Sellforte or other similar reason outside of Sellforte Services.

16.3 Agency acknowledges that the use of Sellforte Services is dependent on the applicable Agency Content Sources and Third-Party Products and that such information and data may also originate from third-party sources. Sellforte shall have no liability for the accuracy, completeness, or collection consents which may be required for the use, of data and information originating from the Agency, Agency Customers, or third-party sources, including but not limited to Agency Content.

16.4 Sellforte shall not be responsible for any reason whatsoever for the destruction, disappearance of or for changes to the Agency Content, including but not limited to costs which may be incurred by Agency or by Agency Customer for the recreation of data or files. The Agency shall be solely responsible for making backup copies with respect to Agency Content.

16.5 The Agency acknowledges that the actions of the Agency and use of any Third-Party Products may affect the use, performance or delivery of the Services. The Agency is responsible for accepting and complying with any agreements, terms, policies and guidelines of any Third-Party Products it uses in connection with Sellforte Services (including without limitation any Third-Party Products supporting or otherwise relating to Agency Content Sources). The Agency agrees Sellforte has no liability for the operation and function of any Agency or Third-Party Products, services, actions, or omissions, including but not limited to, those of Third-Party Products, the Agency Content Sources or any third party that operates in or with the applicable Agency Content Sources.

16.6 IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; THE (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.

16.7 IN NO EVENT WILL EITHER PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT UNDER ANY LEGAL OR EQUIATABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED AN AMOUNT EQUAL TO THE AGGREGATE AMOUNT OF SERVICE FEES PAID BY THE AGENCY TO SELLFORTE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS’ PERIOD PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO THE CLAIM.

16.8 Notwithstanding anything to the contrary herein, the foregoing limitations of liability under this Section 16 shall not limit each Party’s liability towards the other Party in the event of and to the extent that the damages are caused by a Party’s willful misconduct, gross negligence, breach of the Sections 6 (Restrictions of use), Section 11.4 (Customer’s Rights to Data), 13 (Intellectual Property Rights), 14 (Indemnification) or 15 (Confidentiality). NOTWITHSTANDING ANYTHING TO THE CONTRARY HERERIN, IN NO EVENT WILL SELLEFORTE'S AGGREGATE LIABILITY OR OBLIGATIONS ARISING OUT OF OR RELATED TO SECTIONS 13, 14 AND 15, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED TWO HUNDRED AND FIFTY THOUSAND DOLLARS ($250,000).

16.9 Parties have no other obligations or liabilities than those that have expressly been agreed upon in this Agreement. Notwithstanding anything to the contrary herein, Sellforte shall have no obligations or liability relating to or resulting from the use of the Free Version.

16.10 The use of Sellforte Services, its contents and outputs, or Sellforte Services (including materials or information included in or generated by the Services), do not constitute a legal opinion or advice of any kind. As between the Parties, the Agency is solely responsible for the use and utilization of Sellforte Services, its results, the contents of Sellforte Services, and for Agency’s reliance on, assessment of, and use of Sellforte Services and its results on the Agency’s (or Agency Customers) operations.

17. TERM AND TERMINATION

17.1 The term of the Agreement for each applicable Service is set out in each applicable Collaboration Agreement.

17.2 Both Parties may terminate the Agreement with immediate effect by written notice to the other Party, if the other Party is dissolved or liquidated, is declared bankrupt or otherwise becomes the subject to other insolvency proceedings.

17.3 Both Parties may terminate the Agreement with immediate effect by giving a written notice thereof to the other Party, if the other Party materially breaches its obligations under the Agreement (including payment obligations) which such breaching Party does not remedy within thirty (30) days of a written notice (email being sufficient) by the other Party.

17.4 Except as otherwise provided herein, in the event either Party provides notice to terminate the Agreement, the Agency and other authorized Users shall continue to have access to the applicable Services during the term of the Agreement, and Sellforte is entitled to charge Agency the Service Fees and other applicable fees until the end of such termination notice period. Upon expiry or termination of the Agreementthe Agency shall cease to use Sellforte Services.

17.5 Unless otherwise agreed herein, no paid Service Fees will be returned by Sellforte, and the Agency is obliged to pay the Service Fees past due at the effective date of such termination.

17.6 All provisions of this Agreement that are intended to survive the termination or expiry of this Agreement shall do so, including without limitation Sections 11.4 (Agency’s Rights to Data), 13 (Intellectual Property Rights), 15 (Confidentiality), 16 (Warranties, Warranty Disclaimers and Limitation of Liability), 17.6, and 18.1 (Governing Law and Dispute Resolution).

18. MISCELLANEOUS

18.1 Governing Law and Dispute Resolution

This Agreement shall be exclusively governed by and construed in accordance with the laws of Finland without regard to its choice of law provisions.Any dispute, controversy or claim arising out of or relating to the Agreement or a breach, termination or validity thereof shall be settled primarily by amicable negotiations between the Parties. Should the negotiations not lead to a settlement between the Parties within sixty (60) days, any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The number of arbitrators shall be one. The seat of arbitration shall be Helsinki, Finland. The language of the arbitration shall be English, and if the Parties so agree, Finnish. The arbitral proceedings and award shall be confidential. Nothing in this Agreement shall be deemed to limit Sellforte’s rights to seek interim injunctive relief or to enforce an arbitration award in any court of law. With respect to any violation by the Customer of any Intellectual Property Rights and/or confidential information of Sellforte and/or payment obligations under this Agreement, Sellforte shall have the right, at its sole discretion, to seek remedies in public courts within any applicable territory.

18.2 Force Majeure

Except with respect to Agency’s payment obligations herein, neither Party shall be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond such Party’s reasonable control, including but not limited to war or insurrection, earthquake, flood or other similar natural catastrophe, pandemics, interruptions in general traffic, data communication or supply of electricity, import or export embargo, strike, lockout, boycott or other similar industrial action. Each Party shall without delay inform the other Party in writing of a force majeure event and the ceasing of such event. Where a Party’s performance is delayed or prevented for a period in excess of three (3) months due to a force majeure event as stated above, the other Party shall be entitled to terminate the Agreement with immediate effect.

18.3 Notices

Any notice or other written communication to be given by the Parties under this Agreement shall be in English and sent by email to the email addresses specified in the applicable Collaboration Agreement. Both Parties shall ensure that all details provided in the Collaboration Agreement, regarding their contact information and billing information, if applicable, are correct and up to date. Such information (e.g., confirmation email as well as other notifications) may be sent via email. They are deemed to have been received when they can be retrieved in the email inbox which was specified by the Party in the Collaboration Agreement.

18.4 Amendments

Sellforte is entitled to amend, update and modify these Terms of Service from time to time upon notice to Agency (including by email). Agency shall be deemed to have accepted such amendment, update or modification of these Terms of Service if Agency continues to use Sellforte Services after ninety (90) days of its receipt of such notice. If the Agency does not accept such amendment, update or modification to to these Terms of Service, Agency may terminate the Agreement by providing written notice to Sellforte thereof prior to end of such ninety (90) day period.

18.5 Export Restrictions

The Agency agrees to comply with any export restrictions in force in any jurisdiction that may be applied to the provision of Sellforte Services hereunder.

18.6 Headings

Headings used in the Agreement are for convenience only and do not alter the meaning or interpretation of any provision herein, unless otherwise stated.

18.7 Severability

If any part of the Agreement is held to be invalid or unenforceable by any court, tribunal or other authority having jurisdiction, this shall not affect the validity or enforceability of the rest of the Agreement. Instead, the Agreement shall be construed and interpreted so that its effect shall remain as close as legally possible to the effect it would have had without such invalidity or unenforceability.

18.8 Assignment

Neither Party may assign the Agreement or any rights or obligations hereunder without the prior consent of the other Party. Notwithstanding the foregoing, Sellforte may, without Agency’s prior consent, assign all or any of its rights or obligations hereunder in whole or part, to an Affiliate or in connection with the transfer or sale of all or substantially all of its business related to this Agreement, or in the event of its merger, consolidation, change in control or similar transaction. Any purported assignment in violation of this section shall be void and of no effect. The Agreement shall be binding upon, and inure to the benefit of, the successors, representatives and permitted assigns of the Parties hereto.
In addition, Sellforte shall be entitled to transfer its receivables, including Service Fees, hereunder to a third-party.

APPENDIX 1: DATA PROCESSING APPENDIX

1. SCOPE OF APPLICATION AND ROLES OF PARTIES

1.1 This Data Processing Appendix (“DPA”) is an attachment to and forms an integral part of the Agreement which governs the use of the Service(s) (as defined in the Terms of Service) provided by the Sellforte to the Agency specified in the applicable Collaboration Agreement.

1.2 In the course of providing Sellforte Services to the Agency, Sellforte may process Personal Data on behalf of the Agency, as a Data Processor. Depending on the case, the Agency shall be either the Data Controller, or the Data Processor on behalf of its end-customers. The Parties understand and agree that there may be further third parties involved in the provision of Sellforte Services (e.g. service providers of the Agency Content Sources). However, as Sellforte does not have access to the Personal Data held and processed by such third parties, such processing of Personal Data shall not be in the scope of this DPA.

1.3 The purpose and scope of this DPA is to agree on the terms and conditions for the processing of Personal Data by Sellforte on behalf of the Agency in connection with its provision of Sellforte Services. This DPA together with the Agreement forms a data processing agreement in the meaning of applicable Data Protection Legislation. For the purposes of this DPA, Sellforte shall also include Sellforte’s Affiliates.

1.4 Unless expressly otherwise set out herein, the applicable definitions provided in the Terms of Service shall be applied to this DPA. In case a definition provided in this DPA and a definition provided in the Terms of Service conflict, for the purposes of this DPA the definition provided in this DPA shall prevail.

1.5 In case of a conflict between the terms set out in this DPA and the terms of the Terms of Service, the terms set out in this DPA shall prevail.

2. DURATION AND TERMINATION OF THE PROCESSING

2.1 This DPA becomes effective simultaneously with the Agreement (as defined in the applicable Collaboration Agreement) and shall continue to be in effect until the Agreement is terminated in accordance with the applicable Collaboration Agreement.

2.2 Processing of the Personal Data may be conducted as long as such processing is required for the supply of Sellforte Services by Sellforte.

3. PROCESSING OF PERSONAL DATA

3.1 Sellforte shall only process such Personal Data necessary for the provision of Sellforte Services or otherwise in connection with the purposes of the Agreement. Sellforte undertakes not to process Personal Data except in accordance with the Agency’s documented instructions which the Agreement and this DPA shall constitute at the Effective Date. Any additional or alternate instructions must be agreed upon separately, but Sellforte shall not be obliged to follow any instructions given by the Agency due to Data Protection Legislation or if it considers that such instructions may not be with all respects valid and/or legitimate.

3.2 The Agency represents and warrants that the Agency is, and for the duration of the Agreement remains, in compliance with any and all responsibilities for Data Controllers under Data Protection Legislation towards data subjects, Sellforte and relevant third parties.

3.3 The Agency especially represents and warrants that the Agency is entitled to disclose or transfer Personal Data to Sellforte for lawful processing hereunder.

3.4 The Agency acknowledges that due to the nature of Sellforte Services, Sellforte cannot control and has no obligation to verify Personal Data transferred or made available to Sellforte for processing under this DPA and the Agreement. The Agency shall have sole responsibility for the accuracy, quality, and legality of any Personal Data subject to this DPA and the Agreement, as well as the means by which it has acquired such Personal Data and for allowing Sellforte to process such Personal Data under this DPA.

4. CATEGORIES OF PERSONAL DATA AND DATA SUBJECTS

4.1 The Agency may submit Personal Data to Sellforte Services, the extent of which is determined and controlled solely by the Agency, in its sole discretion.

4.2 The types and categories of Personal Data, considering the nature of Sellforte Services, consist of the personal data of the Users (such as login information data), the end-user data of the Agency Content Sources used by the Agency, and possible direct and indirect Personal Data contained in the Agency Content and other data provided by the Agency.

4.3 Personal Data may also include other types of Personal Data if required by the purpose of the processing and as agreed between the Parties.

5. SUPPLIER PERSONNEL

5.1 Sellforte shall take reasonable steps to ensure the reliability of any of its employee, agent or contractor who may have access to Personal Data, ensuring that access is strictly limited to those individuals who need to access the relevant Personal Data for the agreed purposes, and ensuring that all such individuals:

(i) are informed of the confidential nature of the Personal Data and are aware of Sellforte’s obligations under this DPA and the Agreement in relation to the Personal Data;

(ii) have undertaken training in relation to the Data Protection Legislation; and

(iii) are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

6. SECURITY

6.1 Sellforte implements appropriate technical and organizational measures to ensure appropriate level of security, such as the measures described in article 32 of the GDPR.

6.2 In assessing the appropriate level of security, Sellforte shall take account the risks that are presented by processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to the Personal Data processed.

7. SUBPROCESSING

7.1 The Agency acknowledges and hereby authorizes Sellforte to engage subprocessors (including its Affiliates, if applicable) in connection with the performance of the Sellforte’s obligations under the Agreement and this DPA, subject to Sellforte’s compliance with this DPA.

7.2 A list of Sellforte’s subprocessors used from time to time may be provided to the Agency upon request. Sellforte undertakes to inform the Agency regarding changes (additions or replacements) in the list of subprocessors used by Sellforte for the purposes of processing Personal Data in connection with this DPA and the Agreement. The Agency may, for a grounded reason pertaining to privacy and data protection, object the use of a certain subprocessor. In such case, the Parties shall strive to find an alternative solution pertaining to the processing of Personal Data for the purposes of providing Sellforte Services under the Agreement. If such solution is not found, Sellforte may terminate or suspend the processing of Personal Data without being in breach of the Agreement or this DPA. In such case, Sellforte is further entitled to terminate the Agreement with immediate effect, without incurring any liability to the Agency.

7.3 With respect to each subprocessor, Sellforte shall:

(i) only use subprocessors that, to Sellforte’s reasonable knowledge, are capable of providing materially the same level of protection for Personal Data as is required by this DPA in such a manner that the processing will meet the requirements of the GDPR and this DPA;

(ii) include terms in the contract between Sellforte and each subprocessor which are substantially similar to those set out in this DPA; and

(iii) remain liable (subject to the GDPR) for the actions of its subprocessors as it is of its own.

8. DATA SUBJECT RIGHTS

8.1 Sellforte agrees to reasonably and insofar as practically possible and legally required to assist the Agency in the fulfilment of the Agency’s obligations (as the Controller in each case) to respond to requests for exercising rights established by the GDPR and CCPA with respect to Personal Data. Sellforte shall without undue delay notify the Agency if it receives a request from a data subject under any Data Protection Legislation in respect of Personal Data.

8.2 Sellforte agrees to reasonably and insofar as practically possible co-operate with the Agency to enable the Agency to comply with the exercise of rights by a data subject under any Data Protection Legislation in respect of Personal Data and comply with any assessment, enquiry, notice or investigation under any Data Protection Legislation in respect of Personal Data or this DPA by e.g. providing the Agency with the necessary information on the Sellforte’s processing of the Personal Data.

8.3 The Agency shall reimburse Sellforte for reasonable costs incurred by Sellforte while providing assistance to the Agency in accordance with sections 8.1 and 8.2 above.

9. PERSONAL DATA BREACH

9.1 Sellforte shall notify the Agency without undue delay upon becoming aware of a personal data breach, providing the Agency with sufficient information which allows the Agency to meet its obligations to report a personal data breach under the Data Protection Legislation. Such notification shall include the information required under the Data Protection Legislation. The information can also be provided in instalments if Sellforte cannot reasonably provide all required information at once.

9.2 In the event of a personal data breach, Sellforte shall not inform any third party without first obtaining the Agency’s prior written consent, unless notification is required by Data Protection Legislation to which Sellforte is subject, in which case Sellforte shall to the extent permitted by such law inform the Agency of that legal requirement, provide a copy of the proposed notification and consider any comments made by the Agency before notifying the third party.

9.3 The Agency shall reimburse Sellforte for reasonable costs incurred by Sellforte while providing assistance to the Agency in accordance with sections 9.1 and 9.2 above.

10. DATA PROTECTION IMPACT ASSESSMENT AND PRIOR CONSULTATION

10.1 Sellforte shall provide reasonable assistance to the Agency with any data protection impact assessments which are required under GDPR or CCPA, and with any prior consultation to any supervisory authority or regulators of the Agency which are required under GDPR or CCPA, in each case solely in relation to the processing of the Personal Data by Sellforte on behalf of the Agency, and taking into account the nature of the processing and information available to Sellforte.

10.2 The Agency shall reimburse Sellforte for reasonable costs incurred Sellforte while providing assistance to the Agency in accordance with section 10.1 above.

11. DELETION OR RETURN OF PERSONAL DATA

11.1 Following the termination or expiration of the Agreement, Sellforte shall within a reasonable time period delete and procure deletion of all copies of Personal Data processed by Sellforte or its subprocessor(s), unless Sellforte is permitted or required to retain the Personal Data under the Data Protection Legislation.

11.2 For the avoidance of doubt, Sellforte shall be entitled to generate and use Aggregated Data (as defined in the Terms of Service), to which Aggregated Data the deletion or return obligations contained in this Section 11 shall not apply.

12. AUDIT RIGHTS

12.1 Upon request, Sellforte agrees to make available to the Agency the information necessary to demonstrate compliance with this DPA and allow for and contribute to audits, including inspections by the Agency or a third-party auditor approved by Sellforte (where such approval may not be unreasonably upheld), and agreed by both Parties of Sellforte’s premises where the processing of Personal Data takes place in order to assess compliance with this DPA. Sellforte shall permit the Agency or its mandated auditor to inspect, audit and copy Sellforte’s relevant records, and to inspect and audit processes and systems for such purposes. Sellforte agrees to co-operate in respect of such audit. All audits by the Agency or a mandated auditor are subject to a thirty (30) days’ prior written notice. For the sake of clarity, any proposed third-party auditor may not under any circumstance be a direct or indirect competitor of Sellforte. Sellforte has the right to require that the third-party auditor shall enter into an appropriate non-disclosure agreement with Sellforte, prior to any audit referred to herein.

12.2 Unless otherwise agreed between the Parties, the Agency is allowed to conduct one (1) audit under Section 12.1 in every twelve (12) months. Any audit must be conducted during normal business hours and in a way that does not cause substantial disturbance to Sellforte’s business operations. The Agency shall bear all costs for such audit, unless the audit reveals that the Sellforte has committed a substantial breach of this DPA, in which case Sellforte shall bear the audit costs.

12.3 The Agency also has the right to request and receive the information and material strictly necessary for regulatory supervision, auditing, or internal risk management and supervision relating to the Agency’s operations from Sellforte. This includes allowing audits at the Sellforte’s premises used for processing Personal Data performed by supervisory authorities or auditors. Sellforte shall ensure that its subcontractors are likewise obligated to give necessary information and material and allow audits as stated above.

13. TRANSFERS

13.1 With respect to Personal Data belonging to data subjects located within the European Economic Area (EEA), Sellforte may not transfer such Personal Data outside the EEA without prior written consent of the Agency.

13.2 If the Agency gives its consent for such a transfer of the Personal Data under Section 13.1, or if any such transfer of Personal Data is made in connection with the Agreement the Parties shall enter into the EU Commission’s Standard Contractual Clauses or similar transfer mechanism approved under applicable Data Protection Laws.

13.3 To the extent that there is any conflict or inconsistency between the terms of Standard Contractual Clauses and the terms of this DPA, the terms of the Standard Contractual Clauses shall take precedence.

14. LIABILITY

14.1 Each Party’s liability for the damages incurred by any data subject in connection with the processing of Personal Data under the Agreement and this DPA shall be defined in accordance with article 82 of the GDPR, or another corresponding and applicable provision of the Data Protection Legislation.

14.2 Sellforte shall not be liable for any indirect or consequential loss or damage caused in connection with this DPA. Otherwise, the liability terms of the Agreement shall apply to processing of the Personal Data by Sellforte on behalf of the Agency.