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Terms

Master Service Agreement

2018.02.26

1. Preconditions

This Master Service Agreement (“Agreement”) includes the attached Addendums and all other agreements, policies, and documents incorporated by reference herein and is a legal agreement between you and any company you represent (collectively, “You” and “Your”) and Primehit AB (“Primehit”). This Agreement applies to (1) all subscriptions for Primehit hosted Software as a Service (“SaaS”) solutions (including but not limited to web-based sales and marketing automation software solutions for businesses, marketers and entrepreneurs) and (2) any other related services that Primehit may provide to You in connection with such SaaS solutions. Please read the Agreement carefully before continuing Your subscription registration. By accepting this agreement as set forth in any online, e-mail or printed order form referencing this Agreement, You and any company You represent agree to follow and be bound by the terms and conditions of this Agreement. If You are agreeing to this Agreement on behalf of Your company, You are representing to us that You have the authority to bind Your company to this agreement, and the term “You” shall refer to Your company. If You do not have such authority, or if You do not agree to all terms and conditions of this Agreement, You shall not be permitted to use the Primehit service.

2. Addendums and Reference

Advertising Services (“Addendum 1”)

Landing Page Services (“Addendum 2”)

Privacy Policy

Acceptable Use Policy

3. Definitions

(“Agreement”), means this agreement along with all related Addendums, agreements, policies and documents;
(“Authorized User”), means any of Your employees, consultants, contractors or agents authorized by Your administrator to access and use the Primehit Service on behalf of Your business, in each case subject to such person’s agreement to be bound by the terms of this Agreement; (“Front End Code”), means our user interface display and usability platform. This includes, but is not limited to, the layout, color scheme, HTML pages and source code, etc;
(“Primehit Materials” means any documentation, user guides or other similar materials provided by Primehit to You in connection with Your use of the Primehit Service;
(“Primehit Service”), means any of the Primehit set of SaaS solutions that are developed, operated, and maintained by Primehit (and its third party service providers) and that are subscribed to through an Primehit branded or controlled website (or Primehit partner website) that includes a link to this Agreement. The definition of Primehit Service does not include any separate professional Services (as defined below) that may be purchased by You from Primehit;
(“Order Form”), means any online or written subscription order form for the Primehit Service or for Services submitted by You either during an online subscription process or separately signed by You and submitted to Primehit, and any future purchase order or order form that makes reference to this Agreement;
(“Primehit”), means Primehit AB; (“Sales Channel”), means any Primehit branded or controlled website (or Primehit partner website); (“Services”), means any implementation, training or other professional services provided by Primehit to You pursuant to the terms of an Order Form; (“Subscription Term”), means the use term for the Primehit Service set forth on Your Order Form and any additional renewals of such term; (“Third Party Content”), means the content, including software code, that an Primehit partner or other third party may bundle with the Primehit Service, for a specific market or niche offering; (“You”) or (“Yours”), means you and any company you represent; (“Your Data”), means registration information, information concerning Your Authorized Users and customers and contacts, business, marketing and financial information, and any similar data that You upload to the Primehit Service.

4. Use Rights and Restrictions

4.1 Use Rights; Restrictions

Subject to the terms of this Agreement, Primehit grants to You during the Subscription Term the non-transferable (except as permitted below), non-exclusive right to permit Your Authorized Users to access and use the Primehit Service (and any Primehit Materials provided to You) to allow You to perform contact management, automated marketing, lead tracking and other related business functions that the Primehit Service is designed to perform, subject to the following restrictions: (i) Your use of the Primehit Service may not be on behalf of third parties unless a separate agreement between You and Primehit permits use of the Primehit Service on behalf of Your clients (and in such case limited to use on behalf of clients for whom You have purchased access and use rights); (ii) except as expressly permitted herein or in a separate partner agreement between You and Primehit, You may not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource otherwise commercially exploit or make the Primehit Service or the Primehit Materials available to any third party; (iii) You may not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Primehit Service or Primehit Materials (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law), or access or use the Primehit Service or Primehit Materials in order to build a similar or competitive product or service; (iv) Your use of the Primehit Service (in terms of number of Authorized Users, maximum list sizes, monthly email limitations, etc.) shall conform with the restrictions set forth in the Order Form for the level of subscription purchased by You (Primehit may monitor Your compliance with these limits and if it detects overuse require that You upgrade to the appropriate higher subscription level); (v) Your use of the Primehit Service must not cause undue strain or stress on the Primehit network through excessive API calls or other non-standard use; and (v) Your use of the Primehit Service must comply with the separate Primehit Acceptable Use Policy as updated by Primehit from time to time.

4.2 Technical Support

During the Subscription Term, You will be entitled at no extra charge to access online user guides, knowledge bases and self-help tools, and any additional standard technical support resources (collectively, “Technical Support”) for the Primehit Service offered by Primehit from time to time, the terms of conditions of which may be described and updated from time to time on the support or customer care sections of the relevant Primehit Sales Channel website. Primehit reserves the right to modify the posted terms and conditions for Technical Support, at any time at its sole discretion.

4.3 Intellectual Property Rights

Primehit shall retain all right, title and interest (including all copyrights, patents, service marks, trademarks and other intellectual property rights) in and to the Primehit Service and Primehit Materials (including application development, business and technical methodologies, and implementation and business processes, used by Primehit to develop or provide the Primehit Service or Primehit Materials), and any and all updates, enhancements, customizations, revisions, modifications, future releases and any other changes relating to any of the foregoing. Except for the limited access and use rights granted pursuant to this Agreement, You do not acquire any interest in the Primehit Service or Primehit Materials. You agree that any suggestions, enhancement requests, feedback, recommendations or other information provided by You or any of Your Authorized Users relating to the Primehit Service or the Primehit Materials may be used by Primehit without restriction or obligation to You.

4.4 Additional Restrictions

You are expressly prohibited from using any Front End Code for any purpose outside of the intended design and implementation of Your authorized use of the Primehit Service. Any replication or use of any aspect of the Front End Code or other Primehit application or Services for any purpose designed or intended to compete with Primehit’s solutions is strictly prohibited.

4.5 Ownership of Your Data

As between You and Primehit, Your Data and any similar data provided to Primehit outside of the registration process (either in hard copy or electronic format) is and shall remain Your property. To enable Primehit to provide You with the Primehit Service, and subject to the terms and conditions of this Agreement, You hereby grant to Primehit a non-exclusive right to use, copy, distribute and display Your Data solely in connection with Primehit’s operation of the Primehit Service on Your behalf. You, not Primehit, shall have sole responsibility for the accuracy, integrity, and reliability of Your Data, and Primehit will not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any of Your Data. Primehit will protect any of Your Data provided to Primehit as confidential in accordance with Article 6 below.

5. Fees

5.1 Fees

The fees for the Primehit Service and any additional Services (“Fees”) are set forth in the Order Form and are payable in advance, irrevocable and non-refundable except as set forth in the Order Form and this Agreement. You agree to provide Primehit with complete and accurate billing and contact information. Where payment by credit card is indicated in the Order Form, or You otherwise provide Primehit with credit card information, You authorize Primehit to bill such credit card (a) at the time that You order the Primehit Service or other Services set forth in the Order Form, (b) for any billing frequency otherwise established in the Order Form, and (c) at the time of any renewal, for the amount charged plus any applicable sales taxes for any renewed Subscription Term. If Primehit, in its discretion, permits You to make payment using a method other than a credit card, Primehit will invoice You at the time of the initial Order Form and thereafter on a monthly basis in advance of the relevant billing period, and all such amounts invoiced will be due within ten (10) days of Your receipt of Primehit’s invoice. Late payments shall be subject to a service charge of one and one-half percent (1.5%) per month, or the maximum charge permitted by law, whichever is less.

5.2 Taxes

You shall pay all personal property, sales, use, value-added, withholding and similar taxes (other than taxes on Primehit’s net income) arising from the transactions described in this Agreement, even if such amounts are not listed on an Order Form. To the extent You are exempt from sales or other taxes, You agree to provide Primehit, upon request, with the appropriate exemption certificate.

5.3 Non-Payment; Other Suspension Rights

Primehit may terminate the Primehit Service if the billing or contact information provided by You is false or fraudulent. Primehit also reserves the right, in its discretion, to suspend Your access and/or use of the Primehit Service: (i) where any payment is due but unpaid and You have been requested but failed to promptly cure such payment failure; or (ii) in the event a dispute arises on Your account as to who at Your business has authority to act or manage Your account and Primehit is not promptly provided with written instructions from the interested parties associated with Your account that fully resolves the dispute. You acknowledge and agree that it a dispute arises as to management of Your account, then (i) if the listed owner of the account is a corporation, limited liability company or other registered entity, Primehit may rely on public records (to the extent available) concerning the appropriate authorized executives or managers of Your entity; or (ii) if the listed owner is a dba or sole proprietorship, or any other entity for which public records of control are not readily accessible online, Primehit may assume that the person or entity that has been making payments on Your account has the authority to manage the account. You agree that Primehit shall not be liable to You nor to any third party for any suspension of the Primehit Service resulting from Your non-payment of Fees or from a dispute as to the management rights to Your account.

5.4 Currency

All money amounts referred to in this Agreement are set out in the Order Form.

6. Confidentiality; Use of Names

6.1 Confidential Information

Confidential Information. For purposes of this Agreement, confidential information shall include the business terms in the Order Form, Your Data, the Primehit Service and the Primehit Materials, and any information that is clearly identified in writing at the time of disclosure as confidential or that should be reasonably understood to be confidential by the receiving party given the nature of the information and the circumstances of its disclosure (“Confidential Information”). Each party agrees: (a) to receive and maintain in confidence all Confidential Information disclosed to it by the other party or by a third-party; (b) not to use the Confidential Information of the other party except to the extent necessary to perform its obligations or exercise rights hereunder; (c) to limit the internal dissemination of Confidential Information to those employees and contractors of the recipient who have a need to know and an obligation to protect it; and (d) to protect the confidentiality thereof in the same manner as it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of such Confidential Information). Primehit will restrict its employees’ access to Your Confidential Information to only those employees necessary to successfully provide the Primehit Service. Primehit may disclose Confidential Information on a need-to-know basis to its contractors who have executed written agreements requiring them to maintain such information in strict confidence and use it only to facilitate the performance of their services for Primehit in connection with the performance of this Agreement. Confidential Information shall not include information that: (1) is known publicly; (2) is generally known in the industry before disclosure; (3) has become known publicly, without fault of the recipient, subsequent to disclosure by the disclosing party; or (4) the recipient becomes aware of from a third party not bound by non-disclosure obligations to the disclosing party and with the lawful right to disclose such information to the recipient. This Section will not be construed to prohibit the disclosure of Confidential Information to the extent that such disclosure is required by law or order of a court or other governmental authority. The parties agree to give the other party prompt notice of the receipt of any subpoena or other similar request for such disclosure.

6.2 Credit Card Information

Primehit agrees that it will retain and store any provided credit card information only for the minimum amount of time required for business, legal and/or regulatory purposes, and will use standard industry practices to protect such information from unauthorized access, disclosure or use.

6.3 Use of Names in Marketing

You may use Primehit’s name and credentials in an appropriate and acceptable manner for Your standard marketing promotions, provided that You agree to cease or alter such use at Primehit’s request where such use is contrary to Primehit’s branding policies, could cause any brand confusion in the market or is otherwise objectionable to Primehit. Similarly, Primehit may use Your business name in an appropriate and acceptable manner for standard marketing promotions, provided that Primehit agrees to cease or alter such use at Your request where such use is contrary to Your branding policies, could cause any brand confusion in the market or is otherwise objectionable to You. Acceptable and standard marketing promotions include, but are not limited to: client listings, press releases, surveys, interviews, reputable business publications, television, and web site presentation and promotion, etc.

7. Term and Termination

7.1 Standard Term

Unless a different Term is specified in a signed Order Form between You and Primehit, the Initial Term of Your subscription to a Primehit Service will begin on the submission or execution of Your Order Form and shall continue until the subscription is terminated as provided for in this Article 7. The term of this Agreement will automatically terminate when all active Subscription Terms have been terminated.

7.2 Termination without Cause

Either party may terminate the Subscription Term to an Primehit Service by providing thirty (30) days’ prior written notice to the other party. Primehit’s termination rights are in addition to any suspension rights it may have under this Agreement or the incorporated Acceptable Use Policy.

7.3 Effect of Termination

Upon termination of the Subscription Term, all Fees then due and payable to Primehit must be paid in full. Contingent upon its receipt of all such Fees, Primehit will continue to make Your Data available for downloading through the termination date. In addition, for a period of thirty (30) days following termination, You may arrange for the downloading of Your Data by contacting Primehit. Following this thirty (30) day grace period, Primehit may remove Your Data from the production environment for the Primehit Service. The provisions of this Agreement which by their nature are intended to survive expiration or termination shall survive, including but not limited to obligations concerning confidentiality, protection of intellectual property, indemnification and payment of unpaid Fees and expenses.

8. Warranties/limitation of Liability/indemnity

8.1 Limited Warranties

Primehit warrants for a period of thirty (30) days following their delivery that all professional Services provided hereunder will be performed in a workmanlike manner, in conformity with the professional standards for comparable services in the industry. For any breach of this warranty timely reported by You, Your exclusive remedy shall be the re-performance of the deficient Services, and if Primehit is unable to re-perform the deficient Services as warranted, You shall be entitled to recover the portion of the Fees paid to Primehit for such deficient Services, and such refund shall be Primehit’s entire liability. You warrant that Your business shall, at all times, comply with, and shall remain solely responsible for compliance with, all applicable federal, state and local laws and regulations, as well as the Primehit Acceptable Use Policy, in connection with Your use of the Primehit Service, and You agree to indemnify and hold Primehit harmless from and against any third party or government claims, including all related damages, costs and expenses (including reasonable attorneys’ fees), that arise due to Your violation of law or breach of this warranty in Your use of the Primehit Service.

All third party hardware, including but not limited to card readers, and other products included or sold with the Services are provided solely according to the warranty and other terms specified by the manufacturer, who is solely responsible for service and support for its product. For service, support, or warranty assistance, you should contact the manufacturer directly (see Primehit Mobile Payments). PRIMEHIT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH THIRD PARTY PRODUCTS, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL PRIMEHIT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, OR COVER DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THIRD PARTY PRODUCTS OR ANY AMOUNT IN EXCESS OF THE AMOUNT PAID BY YOU FOR THE PRODUCT THAT GIVES RISE TO ANY CLAIM.

8.2 Primehit Not Responsible for Third Party Content

The Primehit Service may be bundled by third parties (including but not limited to Primehit marketing or content partners) with Third Party Content designed to facilitate use of the Primehit Service in certain market niches or to customize the Primehit Service for use by certain categories of target customers. To the extent that You either purchase the Primehit Service from such third parties or acquire the Third Party Content or configuration services from such third parties (even though you may purchase the core Primehit Service directly from Primehit), Primehit does not warrant in any manner and will not be responsible for such Third Party Content and You agree to look solely to the relevant third party provider (and not Primehit) if and to the extent that you have any complaints or issues relating to the Third Party Content or its interaction with an Primehit Service.

8.3 Warranty Disclaimers

EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, UNINTERRUPTED SERVICE OR FITNESS FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE THAT PRIMEHIT SPECIFICALLY DISCLAIMS ALL WARRANTIES RELATING TO THE PRIMEHIT SERVICE.

8.4 Limitation of Liability

IN NO EVENT WILL PRIMEHIT BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, LOSS OF BUSINESS OR OTHER LOSS ARISING OUT OF OR RESULTING FROM THIS AGREEMENT EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER THEORY OF LEGAL LIABILITY. IN ADDITION, IN NO EVENT WILL PRIMEHIT’S CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT PAID BY YOU TO PRIMEHIT DURING THE SIX MONTH PERIOD PRECEDING THE ALLEGED LIABILITY EVENT.

9. General Provisions

9.1 Notice

Notices regarding this Agreement to Primehit shall be in writing and sent by first class mail, overnight courier or international courier, addressed to Primehit. Primehit may give notice applicable to Primehit’s general customer base by means of a general notice on the Primehit Service portal, and notices specific to You by electronic mail to Your designated contact’s email address on record with Primehit, or by written communication sent by first class mail, overnight courier or international courier, to Your address on record in Primehit’s account information. All notices shall be deemed to have been given three (3) days after mailing or posting (if sent by first class mail), upon delivery in the case of courier, or twelve (12) hours after sending by confirmed facsimile, email or posting to the Primehit Service portal.

9.2 Assignment

You may not assign this Agreement without providing prior notice to and obtaining the consent of Primehit, which shall not be unreasonably denied provided Your account is in good standing. Any purported assignment in violation of this Section shall be void

9.3 Integration; Modification

This Agreement and the information incorporated into this Agreement by written reference (including reference to information contained in a URL or referenced Addendum), together with any applicable Order Form, represent the parties’ entire understanding relating to the Primehit Service, the Primehit Materials and the Services, and supersede any prior or contemporaneous, conflicting or additional communications. The terms and conditions of this Agreement may only be amended by written agreement of the parties.

9.4 Governing Law; Arbitration

This Agreement shall be governed by the laws of the Kingdom of Sweden without giving effect to conflict of laws principles. Any and all disputes, controversies and claims arising out of or relating to this Agreement or concerning the respective rights or obligations of the parties hereto shall be settled and determined by arbitration before a panel of one (1) arbitrator, pursuant to the Commercial Rules of the Swedish Arbitration Association then in effect. Judgment upon the award rendered may be entered in any court having jurisdiction or application may be made to such court for a judicial acceptance of the award and an order of enforcement. The parties agree that the arbitrator shall have the power to award damages, injunctive relief and reasonable attorneys’ fees and expenses to the prevailing party.

9.5 Force Majeure

Except for Your obligation to pay Fees for the Primehit Service or other Services rendered, neither party will be responsible for failure of performance due to causes beyond its control. Such causes include (without limitation) accidents, acts of God, labor disputes, actions of any government agency, shortage of materials, acts of terrorism, or the stability or availability of the Internet or a portion thereof.

9.6 Export

You agree that export and import laws govern Your use of the Primehit Service, including Primehit technology. You represent that You are neither a citizen of an embargoed country nor prohibited end user under applicable export or anti-terrorism laws, regulations and lists. You agree not to use or export, nor allow a third party to use or export, the Primehit Service or technology in any manner that would violate applicable law, including but not limited to applicable export and import control laws and regulations.

9.7 Severability

If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.

9.8 Relationship of Parties

No joint venture, partnership, employment, or agency relationship exists between Primehit and You as a result of this Agreement or use of the Primehit Service.

9.9 Waiver

The failure of either party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing.

9.10 Invalidity; Waivers

If any provision or portion of this Agreement is held invalid, illegal, void or unenforceable as it appears in this Agreement by reason of any rule of law, administrative or judicial provision or public policy, then such provision shall be construed as being enforceable to the extent such rule of law, administrative or judicial provision or public policy allows. All other provisions of this Agreement shall nevertheless remain in full force and effect. Neither of the parties shall be deemed to have waived any of its rights, powers or remedies hereunder unless the waiving party expresses such a waiver in writing.

9.11 Government End Use

If the Government has a need for rights not conveyed under this Agreement, it must negotiate with Primehit to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.

Addendum 1 | Advertising Services

This advertising services addendum (“Addendum”) is a legal agreement between you and any company you represent (collectively, “You” and “Your”) and Primehit AB (“Primehit”).

When you purchase “Advertising Services” (as defined below) from Primehit, this Addendum applies to all Advertising Services that Primehit may provide to You in connection with the Primehit Services You use, and this Addendum serves to modify and is made a part of Primehit’s “Master Service Agreement” that already apply to Your use of the Primehit Services. In the event that this Addendum conflicts with the Master Service Agreement, for purposes of the Advertising Services only, this Addendum will prevail.

Please read this Addendum carefully before completing Your purchase. By accepting this Addendum as set forth in any order form (including electronic or email order forms) referencing this Addendum, You and any company You represent agree to follow and be bound by the terms and conditions of this Addendum and the Master Service Agreement. If You are agreeing to this Addendum and the Master Service Agreement on behalf of Your company, You are representing to us that You have the authority to bind Your company, and the term “You” shall refer to Your company. If You do not have such authority, or if You do not agree to all terms and conditions of this Addendum and the Master Service Agreement, You shall not be permitted to use the Primehit Advertising Services.

Because You’ll be using the Advertising Services to use yourself or as an agent for the actual advertising person or entity, we’ll refer to You as the “Advertiser” in this Addendum, regardless of which situation applies. You agree that Your acceptance of this Addendum will legally bind any such advertisers, that You are legally authorized to bind them in this manner, and that You and the advertiser you represent are jointly and separately (severally) bound by Your acceptance of this Addendum as if You each separately consented to it.

1. Advertising Services and Respective Obligations

1.1 In performing and providing the “Advertising Services” Primehit will market Advertiser’s business/service through select online methods, websites, and the like, often through partnerships with other companies or services, such as Google, Facebook, Bing, Linkedin, Twitter, Instagram. Advertising Services offered by Primehit will change from time to time and may be discontinued by Primehit at any time.

1.2 This Addendum applies only to the specific Advertising Services you request and pay for and Primehit provides.

1.3 Advertiser understands that clicks to Advertiser’s site, including clicks on search engines, shopping engines, content sites, and the like, may include singular/plural combinations, misspellings, and other related but not exactly Advertiser-matched search terms that Primehit uses to map to Advertiser’s campaigns.

1.4 Advertiser is solely responsible for the quality and accuracy of its own and its clients’ (if applicable) websites, landing pages and redirect websites that link to ads. In case Primehit provides a landing page Advertiser has to agree with the terms and conditions of the Landing Page Services.

1.5 Advertiser agrees to remain responsible for, and will not hold Primehit or its partners, if applicable, responsible for, the activities of visitors who come to Advertiser’s websites through or as a result of the Advertising Services

2. Advertising Services and Respective Obligations

Fees and pricing for the Advertising Services are set forth on your Order Form; by accepting this Addendum, Advertiser expressly agrees to pay the fees and pricing for those Advertising Services.

3. Advertising Services and Responsibility

Advertiser agrees and acknowledges Advertiser, and not Primehit or any partner of Primehit, is solely responsible for Advertiser’s website design, creation, and operation, including website content and visitors, and for the general operation of Advertiser’s business, both via such websites and otherwise. In case Primehit provides a landing page Advertiser has to agree with the terms and conditions of the Landing Page Services.

4. Advertiser Representations and Warranties

Advertiser represents and warrants to Primehit and its partners (if applicable) that:

4.1 Advertiser is responsible for its own responsiveness to communications and inquiries from customers and from Primehit and its partners in relation to the Advertising Services, and Advertiser acknowledges that failure to timely respond could detrimentally affect the Advertising Services’ effectiveness;

4.2 All information and materials Advertiser provides Primehit or its partners in connection with Advertising Services is accurate and complete, and Advertiser is legally authorized to use it;

4.3 Advertiser either owns, or has valid administrative rights and/or agency arrangements in place for, all websites the Advertising Services relate to; and

4.4 The information, materials and websites referenced in the two paragraphs above, as provided by Advertiser to Primehit or its partners: do not violate any applicable law or infringe any third party rights; are not false or misleading; have not given and will not give rise to any liability in contract or tort to any third party; and do not contain, promote, or offer any form of virus, or any malware, spyware, adware, or similar advertising or information collection software.

5. Use of Information

Advertiser agrees that Primehit may share all data it obtains, including product performance data, with its partners in providing the Advertising Services, who shall have the same rights to access and use said data as Primehit itself and shall be a beneficiary of the terms and conditions of this Addendum.

6. Indemnification

With respect to the Advertising Services, Advertiser warrants that your business shall, at all times, comply with, and shall remain solely responsible for compliance with, all applicable federal, state and local laws and regulations, as well as the Primehit Acceptable Use Policy, in connection with your use of the Advertising Services, and you agree to indemnify and hold Primehit and its partner in providing the Primehit Services, if applicable, harmless from and against any third party or government claims, including all related damages, costs and expenses (including reasonable attorneys’ fees), that arise due to your breach of this warranty.

7. Limitation of Liability and Warranty Disclaimer

In addition to the limitation of liability and warranty disclaimer provisions set forth in the Master Service Agreement:

7.1 Advertiser acknowledges and agrees that it will not hold Primehit or its partner, if applicable, liable for any errors in content, omissions, consequences, damages, costs, refunds, or rebates of any kind arising from any interruption of service or other unavailability of the Internet or websites in which the advertisements are published for whatever reason. Advertiser acknowledges and agrees that errors or mistakes in the performance of the Advertising Services, including but not limited to misspellings or miscommunications, do not create a right to refund for Advertiser. Advertiser will give Primehit timely notice of any such errors or omissions and allow reasonable time to cure them.

7.2 Primehit makes no representations or warranties relating to the results of Advertising Services and makes no guarantees regarding the accuracy, reliability, or completeness of any third party data. In no event shall Primehit or its partner, if applicable, be responsible for any consequential, special, lost profits, or other damages arising under this Addendum.

Addendum 2 | Landing Page Services

This advertising services addendum (“Addendum”) is a legal agreement between you and any company you represent (collectively, “You” and “Your”) and Primehit AB (“Primehit”).

When you purchase “Landing Page Services” (as defined below) from Primehit, this Addendum applies to all Landing Page Services that Primehit may provide to You in connection with the Primehit Services You use, and this Addendum serves to modify and is made a part of Primehit’s “Master Service Agreement” that already apply to Your use of the Primehit Services. In the event that this Addendum conflicts with the Master Service Agreement, for purposes of the Landing Page Services only, this Addendum will prevail.

Please read this Addendum carefully before completing Your purchase. By accepting this Addendum as set forth in any order form (including electronic or email order forms) referencing this Addendum, You and any company You represent agree to follow and be bound by the terms and conditions of this Addendum and the Master Service Agreement. If You are agreeing to this Addendum and the Master Service Agreement on behalf of Your company, You are representing to us that You have the authority to bind Your company, and the term “You” shall refer to Your company. If You do not have such authority, or if You do not agree to all terms and conditions of this Addendum and the Master Service Agreement, You shall not be permitted to use the Primehit Landing Page Services.

Because You’ll be using the Landing Page Services to use yourself or as an agent for the actual advertising person or entity, we’ll refer to You as the “Advertiser” in this Addendum, regardless of which situation applies. You agree that Your acceptance of this Addendum will legally bind any such advertisers, that You are legally authorized to bind them in this manner, and that You and the advertiser you represent are jointly and separately (severally) bound by Your acceptance of this Addendum as if You each separately consented to it.

1. Landing Page Services and Respective Obligations

1.1 In performing and providing the “Landing Page Services” Primehit will provide the Advertiser’s business/service with a landing page for its advertising often through partnerships with other companies or services. Landing Page Services offered by Primehit will change from time to time and may be discontinued by Primehit at any time.

1.2 This Addendum applies only to the specific Landing Page Services you request and pay for and Primehit provides.

1.3 Advertiser is solely responsible for the quality and accuracy of its own and its clients’ (if applicable) landing pages.

1.5 Advertiser agrees to remain responsible for, and will not hold Primehit or its partners, if applicable, responsible for, the activities of visitors who come to Advertiser’s landing page through or as a result of the Landing Page Services.

2. Landing Page Services and Respective Obligations

Fees and pricing for the Landing Page Services are set forth on your Order Form; by accepting this Addendum, Advertiser expressly agrees to pay the fees and pricing for those Landing Page Services.

3. Landing Page Services and Responsibility

Advertiser agrees and acknowledges Advertiser, and not Primehit or any partner of Primehit, is solely responsible for Advertiser’s landing page content and visitors, and for the general operation of Advertiser’s business, both via such landing pages and otherwise.

4. Advertiser Representations and Warranties

Advertiser represents and warrants to Primehit and its partners (if applicable) that:

4.1 Advertiser is responsible for its own responsiveness to communications and inquiries from customers and from Primehit and its partners in relation to the Landing Page Services, and Advertiser acknowledges that failure to timely respond could detrimentally affect the Landing Page Services’ effectiveness;

4.2 All information and materials Advertiser provides Primehit or its partners in connection with Landing Page Services is accurate and complete, and Advertiser is legally authorized to use it;

4.3 Advertiser owns the content submitted to the Landing Page Services; and

4.4 The information, materials and websites referenced in the two paragraphs above, as provided by Advertiser to Primehit or its partners: do not violate any applicable law or infringe any third party rights; are not false or misleading; have not given and will not give rise to any liability in contract or tort to any third party; and do not contain, promote, or offer any form of virus, or any malware, spyware, adware, or similar advertising or information collection software.

5. Use of Information

Advertiser agrees that Primehit may share all data it obtains, including content, with its partners in providing the Landing Page Services, who shall have the same rights to access and use said data as Primehit itself and shall be a beneficiary of the terms and conditions of this Addendum.

6. Indemnification

With respect to the Landing Page Services, Advertiser warrants that your business shall, at all times, comply with, and shall remain solely responsible for compliance with, all applicable federal, state and local laws and regulations, as well as the Primehit Acceptable Use Policy, in connection with your use of the Landing Page Services, and you agree to indemnify and hold Primehit and its partner in providing the Primehit Services, if applicable, harmless from and against any third party or government claims, including all related damages, costs and expenses (including reasonable attorneys’ fees), that arise due to your breach of this warranty.

7. Limitation of Liability and Warranty Disclaimer

In addition to the limitation of liability and warranty disclaimer provisions set forth in the Master Service Agreement:

7.1 Advertiser acknowledges and agrees that it will not hold Primehit or its partner, if applicable, liable for any errors in content, omissions, consequences, damages, costs, refunds, or rebates of any kind arising from any interruption of service or other unavailability of the Internet or websites in which the advertisements are published for whatever reason. Advertiser acknowledges and agrees that errors or mistakes in the performance of the Landing Page Services, including but not limited to misspellings or miscommunications, do not create a right to refund for Advertiser. Advertiser will give Primehit timely notice of any such errors or omissions and allow reasonable time to cure them.

7.2 Primehit makes no representations or warranties relating to the results of Landing Page Services and makes no guarantees regarding the accuracy, reliability, or completeness of any third party data. In no event shall Primehit or its partner, if applicable, be responsible for any consequential, special, lost profits, or other damages arising under this Addendum.