This Vendor Agreement constitutes a legally binding agreement (the “Agreement”) between You and Sharlic AB (Reg. No. 559355-7985) (collectively, “Sharlic,” “We,” “Us” or “Our”) governing Your use of the Sharlic applications, websites, technology, facilities, and platform (collectively the “Sharlic Platform”).

By entering into this Agreement, and/or by using or accessing the Sharlic Platform, You expressly acknowledge that You understand this Agreement and accept all of its terms. 

IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU ARE NOT ENTITLED TO USE OR ACCESS THE SHARLIC PLATFORM OR ANY OF THE SERVICES PROVIDED THROUGH THE SHARLIC PLATFORM.

1 Preamble

Sharlic provides the Sharlic Platform which enables automated billing of recurring license and service fees. “Vendor” is any business organization (manufacturer, distributor, reseller or system integrator) involved in providing products, licenses, services or agreements (“Items”) to the market, including development, promotion, distribution, sale, installation and operation thereof.

The Vendor wishes to utilize the services regulated in this Agreement and Sharlic has declared willing to deliver such services to the Vendor pursuant to the terms set forth in this Agreement. This Agreement applies to all Vendor entities owned or operated by Vendor, unless mutually agreed between the parties in writing. 

2 Eligibility

This Agreement can only be executed by individuals who have the right and authority to execute agreements on behalf of the Vendor and are fully able and competent to satisfy the terms, conditions, and obligations herein. Each Vendor may only create one Vendor account (“Vendor Account”), and Sharlic reserves the right to deactivate any duplicate Vendor Account(s). 

Each Vendor has the right to, subject to applicable license fees, assign the number of persons (“Users”) which may use the Sharlic platform. Each User will get a personal User Account (“User Account”) that must be used when using the Sharlic platform Sharlic reserves the right to approve such Users and User Accounts. The Vendor shall ensure that each User is bound by Section 5 of this Agreement. 

3 The Sharlic Platform - Operating Procedures

Sharlic acts as an independent agent for Vendors registered in the Sharlic platform. By registration of Items delivered by Vendor(s) in the Sharlic platform, the Vendor hereby assigns Sharlic to sell, or enter into, or renew license agreements regarding Items through collection of payment from the end customer purchasing or renewing the license(s) (“End Customer”).

3.1 License & Subscription Registration

The Sharlic Platform will register Items provided by Vendor to an End Customer, including existing licenses; when a license shall be renewed (“Renewal Date”); the fees which the End Customer shall pay; and if other Vendors that has been involved in selling the license are eligible to a share of the revenue it brings. 

Sharlic will invoice the End Customer no less than 30 days prior to the Renewal Date. When the End Customer has paid the license fees, Sharlic will notify the Vendors that payment has been received and that the licenses or services shall be extended. Payment to the Vendor shall be made in accordance with Section 3.3 below.

3.2 Sharlic Fees

Sharlic processing fees are based on the monetary amount invoiced to the End Customer for each license and the number of related Vendors that shall receive a payout related to those specific sales. The Vendor agrees to pay Sharlic the processing fees applicable from time to time as stated on Sharlic’s website.

3.3 Sharlic Payment to Vendors

Vendors will receive payment to their designated bank account once per month. The details of such bank account (and any change of such details) shall be registered with Stripe in connection with the onboarding process and be notified to Sharlic within five days after the Effective Date. Sharlic will accumulate Vendor’s share of all relevant invoices paid by End Customers during the previous month and pay the full amount together with a detailed settlement report specifying each transaction. Sharlic reserves the right to withhold funds which are less than USD 500 for up to 90 days whereas the funds shall be released regardless of the amount. For the avoidance of doubt, Sharlic shall not be obliged to pay the Vendor until Sharlic has received payment in full from the payer.

Payment is made through Stripe in the event the End Customer pays the license fee with a credit / debit card or through bank transfer in major currencies such as USD and EUR. 

If the End Customer pays by invoice (bank transfer) in local currencies such as SEK, the End Customer shall, due to limitations within the Stripe service, pay the license fees to Sharlic’s escrow account (Sw. klientmedelskonto) in its designated bank, whereafter Sharlic will distribute the funds to the parties selling / licensing Items. In this case, Sharlic’s participation and collection of the prepaid fees on behalf of the Vendor is a precondition to close the deal / renew the license. 

4 Payment processing

Payment processing services are, except for when the End Customer pays with bank transfer in SEK, provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Services Agreement (collectively, the "Stripe Terms", which are available at https://stripe.com/en-se/legal/connect-account). By using the Sharlic Platform to receive payment proceeds, You agree to be bound by the Stripe Terms, which may be modified from time to time. As a condition of Sharlic enabling payment processing services through Stripe, You authorize Sharlic to obtain all necessary access and perform all necessary activity on Your bank account connected to Stripe (Stripe Connected Account) to facilitate Your provision of services as contemplated by the Agreement and Your relationship with Sharlic. 

You further agree to provide accurate and complete information about You and Your business which are relevant for compliance with this Agreement and authorize Sharlic to share it and transaction information with Stripe for the purposes of facilitating the payment processing services provided by Stripe. 

Sharlic reserves the right to switch payment processing vendors or use alternate or backup vendors in its discretion.

5 Your Responsibilities

5.1 Account Activities 

The Vendor is responsible for its (including the Users' and End Customers') access and use of the Sharlic Platform and that such use is in compliance with the following terms where You (and Your Users and End Customers) shall:

(i) provide Us with and keep current complete and accurate registration, User Accounts and Vendor Account (jointly “Accounts”) information;

(ii) maintain the confidentiality of unique login information, credentials and passwords associated with the Accounts, and the privacy and security of the Accounts;

(iii) immediately notify Us of all activities that occur within the Accounts in relation to any unauthorized access or use of the Accounts, log-in information, credentials or passwords, or any unauthorized activity in the Account;

(iv) ensure that Your use of the Sharlic platform to store, process and transmit Service Data is compliant with applicable laws and regulations, including Applicable Data Protection Laws;

(v) immediately cease use of the Sharlic platform for a prohibited activity or purpose if We inform You that a specified activity or purpose is prohibited with respect to the Sharlic Platform;

(vi) be responsible for the accuracy, quality and legality of Service Data, the means by which You acquired Service Data and Your use of Service Data with the Services or Other Services; and

(vii) determine whether the Sharlic platform or the information generated thereby is accurate or sufficient for Your purposes.

5.2 Your Conduct while using the Services

You agree, on behalf of Yourself and Your Users, not to 

(i) use the Sharlic platform or permit the Sharlic platform to be used to perform any billing, processing of data, or any related services for any third party, or otherwise license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Sharlic platform available to any third party, other than Users and End-Customers in furtherance of Your internal business purposes as expressly permitted by these Terms; 

(ii) use or permit the use of the Sharlic platform or any software, hardware, application or process in a manner that interferes, disrupts, or otherwise breaches the security, integrity, policies or procedures of the Sharlic platform, or any servers, systems or networks connected to the Sharlic platfo[1]rm, or harasses or interferes with Our other customers’ use and enjoyment of the Sharlic platform; 

(iii) attempt to decipher, decompile, reverse engineer, disassemble, reproduce, copy or otherwise access or discover or attempt to derive the source code or underlying program of any software making up the Sharlic platform or gain unauthorized access to the Sharlic platform or Our other customers’ accounts, servers, systems or networks; 

(iv) remove, modify, infringe upon, or misuse any trademarks, trade names, service marks, service names, logos or brands, copyright or other proprietary notices on the Sharlic platform or the Documentation, or add any other markings or notices to the services or the Documentation; 

(v) use the Sharlic platform to knowingly post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libelous, obscene, discriminatory or promotes any financial exploitation or a criminal activity;

(vi) modify, port, adapt, translate or create any derivative work based upon the Sharlic platform or the Documentation or use the Sharlic platform to evaluate its functionality or performance for competitive purposes, including for developing any similar application, product or service; 

(vii) use the Sharlic platform to knowingly post, transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, worms or cancelbots or any other similar harmful software; 

(viii) use the Sharlic platform for the purposes of cookie tracking, ad exchanges, ad networks, data brokerages, pyramid schemes, or sending electronic communications (including unsolicited e-mails) in violation of applicable law; 

(ix) use or attempt to use the Sharlic platform in violation of applicable laws and regulations, including PCI DSS, or in violation of third party rights, these Terms, the Documentation or API policies; or 

(x) access or use the Services if You are a competitor of Sharlic or any company which is an affiliate to Sharlic.

6     Confidentiality

6.1 Precedence

For the purposes of this Agreement a “Discloser” is the party disclosing Confidential Information and “Recipient” is the party receiving Confidential Information.

6.2 Includes

“Confidential Information” includes information about the Discloser’s business, including product designs, product plans, software and technology, financial information, marketing plans, business opportunities, pricing information, discounts, inventions, and know-how, to the extent disclosed to the Recipient hereunder, and all other information that the Recipient knew, or reasonably should have known, was Confidential Information of the Discloser. Confidential Information also includes the terms and conditions of this Agreement and the existence of the discussions between the Parties. Confidential Information includes trade secrets as defined under applicable law (which includes the Trade Secrets Act (Sw. lag om affärshemligheter)).

6.3 Does Not Include

Confidential Information does not include information that: (a) is independently developed; (b) is or becomes public knowledge through no breach of this Agreement; or (c) is received from a third party under circumstances that do not create a reasonable suspicion that such information has been misappropriated or improperly disclosed.

6.4 Recipient Obligations

The Recipient shall: (a) use Confidential Information only as necessary to perform its obligations and/or exercise its rights under this Agreement; (b) hold Confidential Information in strict confidence and take reasonable precautions to protect such Confidential Information (including, without limitation, all precautions Recipient employs with respect to its own confidential materials); (c) not divulge any Confidential Information to any third party except as provided herein; (d) not copy or reverse engineer any materials disclosed under this Agreement, or remove any proprietary markings from any Confidential Information; and (e) at the request of the Discloser return or destroy the Confidential Information.

6.5 Recipient Personnel

The Discloser acknowledges that the Recipient’s personnel including but not limited to employees, consultants, board of directors and other persons who on a strict need to know basis must receive Discloser’s Confidential Information for the purposes of this Agreement. The Recipient shall remain responsible for Recipient personnel’s compliance with the terms of this Agreement.

6.6 Disclosure of Confidential Information

A Recipient may disclose Confidential Information as compelled by a court or regulator of competent authority, provided that the Recipient provides the Discloser with prompt written notice of such request, to the extent such notice is legally permissible and reasonably practicable.

7 Data Privacy & Security

7.1 Security and Data

Sharlic and Vendor agrees not to access, collect, store, retain, transfer, use, disclose, or otherwise process in any manner Data, including without limitation Personal Information, except as required to perform under this Agreement. Vendor shall keep Data secure from unauthorized access and maintain the accuracy and integrity of Sharlic Data in Vendor’s custody or control by using appropriate organizational, physical and technical safeguards. If Vendor becomes aware of any unauthorized access to Sharlic Data, Vendor will immediately notify Sharlic, consult and cooperate with investigations and potentially required notices, and provide any information reasonably requested by Sharlic. Vendor agrees to implement and use security procedures, protocols or access credentials as reasonably requested by Sharlic and will be responsible for damages resulting from Vendor’s failure to comply. 

Vendor will not allow any third party to use the Sharlic Platform and will be responsible for damages resulting from sharing Vendors login credentials with unauthorized third parties or otherwise permitting unauthorized access to Vendor’s account. Vendor may not allow any third party to copy, modify, rent, lease, sell, distribute, reverse engineer, or otherwise attempt to gain access to the source code of the Sharlic Platform; damage, destroy or impede the services provided through the Sharlic Platform; transmit injurious code; or bypass or breach any security protection on the Sharlic Platform. For purposes of clarity, Sharlic Data is the Confidential Information of Sharlic.

7.2 Personal data

Any additional data privacy and security terms required in order to comply with the privacy regulations applicable to the Parties’ partnership in other countries may be set forth in a Security Policy and/or a a Data Processing Agreement. The Recipient will establish, maintain, and implement an information security program, including appropriate administrative, technical, organizational, and physical safeguards, that are designed to: (a) ensure the security and confidentiality of Personal Information provided by the Discloser; (b) protect against threats or hazards to the security or integrity of such Personal Information; (c) protect against unauthorized access to or use of such Personal Information; and (d) ensure the proper disposal or destruction of such Personal Information. Each Party shall at all times comply with applicable data privacy and security Laws. If the Recipient becomes aware of any unauthorized access to or loss of Personal Information, it shall promptly report such incident to the Discloser and take appropriate remedial actions.

8 Limitation of Liability

Neither Party shall be liable for any indirect or consequential damages including but not limited to loss of profits, loss of goodwill or missed opportunities. Sharlic’s liability under this Agreement shall per year be limited to the aggregate amount of the Service Fees paid and payable, for Services delivered but not yet invoiced to the Vendor by Sharlic, during the previous consecutive twelve (12) months of this Agreement.

The limitation of liability set forth in this Section shall not apply in the event of (i) gross negligence or willful misconduct; (ii) infringement of any third party’s Intellectual Property Rights; or (iii) breach of confidentiality undertakings.

9 Force Majeure

Neither Party shall be responsible to the other for any failure or delay in performing any of its obligations under the Agreement or for other non-performance hereof if such delay or non-performance is caused by pandemic, epidemic, strike, labour disturbances, fire, flood, riot, act or ordinance of any governmental or local authority, terrorism, or by any other cause beyond the reasonable control of that Party (a “Force Majeure Event”). The Party who is affected by a Force Majeure Event shall immediately inform the other Party of such event and use reasonable commercial efforts to remove or overcome the hindrance for performance. Should a Force Majeure Event continue for more than three months, either Party shall have the right to terminate the Agreement with immediate effect.

A Force Majeure Event which had occurred prior to the formation of the Agreement shall give a right to termination only if its effect on the performance of the Agreement could not be foreseen at the time of the formation of the Agreement.

If, as a result of a Force Majeure Event, the performance by either Party of such Party’s obligations under this Agreement is only partially affected, such Party shall nevertheless remain liable for the performance of those obligations not affected by the Force Majeure Event.

10 Term and Termination

10.1  Term

The Agreement will enter into force on the Effective Date and continue until terminated in accordance with this Agreement.

10.2  Termination 

Vendor may terminate this Agreement for any reason at any time upon 90 days’ prior written notice to Sharlic.  Sharlic may terminate this Agreement or for any reason at any time upon prior written notice. Either Party may terminate this Agreement immediately, (a) in the event of a material breach by the other Party or (b) if the other Party ceases to do business, becomes insolvent, or seeks protection under any bankruptcy or comparable proceedings. 

10.3 Survival

Sections 3 (Operating Procedures), 6 (Confidentiality), 7 (Term and Termination), 8 (Limitation of Liability),  7 (Data Privacy and Security), 16 (Governing Law and dispute resolution) and rights and obligations in this Agreement which, by their nature, should (or by their express terms do) survive or extend beyond the termination or expiration of this Agreement, shall so survive and extend.

11  Entire agreement

This Agreement sets out the entire agreement and understanding between the Parties hereto with respect to the subject matter hereof. This Agreement together with any documents referred to in this Agreement supersedes and replaces, without limitation, all earlier discussions, communications, understandings, and arrangements of any kind between the Parties hereto relating to such subject matter.

12  Notice

Notice of termination and other notices shall be sent by e-mail to the contact person which has been provided by the Vendor and Sharlic respectively during the onboarding process or as provided by the Parties from time to time and will be deemed to be duly received the day it was sent, if the recipient notifies the receipt of the email.

13  No partnership

This Agreement shall not be deemed to create any kind of joint venture or partnership between the Parties. Except as otherwise stated in this Agreement or otherwise agreed by the Parties, neither Party is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of the other Party, regarding any manner or thing whatsoever.

14  Modification

No modification or amendment of this Agreement shall be effective or enforceable unless made in writing and signed by both Parties.

15  Effective Date

The Agreement will enter into force on the Effective Date and continue until terminated in accordance with this Agreement.

16 Governing law and dispute resolution

Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”).

The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators.

The seat of arbitration shall be Malmö, Sweden. The language to be used in the arbitral proceedings shall be English or, if the Parties agree, Swedish.

This Agreement shall be governed by the substantive law of Sweden.