Merchant Terms and Conditions

Revised and republished: October 13, 2020
This will take effect from November 15, 2020

These terms and conditions (“Terms”) apply between PriceRunner International AB, PriceRunner Sweden AB, PriceRunner Denmark ApS or PriceRunner Ltd (each “PriceRunner”) and a merchant, manufacturing company, any other advertiser or any other customer (the “Partner”) purchasing specific services from PriceRunner.

Partner and PriceRunner are each individually referred to as the “Party” and jointly as the “Parties”. The Parties hereby agree to be bound by the following Terms and those set forth in the specific partner agreement between the Parties (the “Partner Agreement”) as of the Effective Date set forth in the Partner Agreement. These Terms, the Partner Agreement and any addendums thereto are collectively referred to as the “Agreement”.

To the extent that there is any inconsistency between the Partner Agreement and these Terms, the Partner Agreement shall prevail.

1. Definitions

  • “Analytics Data” means the data which a Partner using Services can access and view in the Partner Interface about market shares, trending products etc. on the PriceRunner Network.

  • “Analytics Premium” shall have the meaning set forth in Section 2.

  • “API” shall have the meaning set forth in Section 2.

  • “Brand Logo” shall have the meaning set forth in Section 2.

  • “Click” means any click on Product Listings, Display Ads, Native Boards or other Partner Content with a Link which directs a User to the Partner Site (or such other site as may be designated by the Partner).

  • “Confidential Information”, “Disclosing Party” and “Receiving Party” shall have the meaning set forth in Section 13.

  • “CPC” means cost per Click.

  • “Customer Certified Program” means the customer satisfaction measuring program described in Section 5.

  • “Display Ad” shall have the meaning set forth in Section 2.

  • “Landing page” means the page on the Partner Site to which a User is directed when the User clicks on a Link on any Product Listings, Display Ads, Native Boards or other Partner Content.

  • “Link” means one or more hypertext links or similar associated with Product Listings, Display Ads, Native Boards or other Partner Content leading from a page of the PriceRunner Network to a Landing Page on the Partner Site.

  • “Native Board” shall have the meaning set forth in Section 2.

  • “Partner Content” means all information, data, images and creations provided by the Partner or retrieved by PriceRunner, that is required for the Services including, but not limited to, Partner logo, brand and profile information, offers, services, product and product lists, prices, Landing page URL’s, product specifications, unique product identifiers, vouchers and discount codes, stock info, payment options, shipping options, shipping times, customer ratings, customer support information, contact details, return policy, images, product descriptions, Display Ads, Native Boards and other intellectual properties.

  • “Partner Interface” means the logged-in interface to the “Merchant Zone” and the “Brand Zone”, respectively, where Partners are given access to Analytics Data, features and information related to Services and this Agreement.

  • “Partner Site” means the sites, apps and other domains of the Partner as defined in the Partner Agreement.

  • “PriceRunner Data” means any and all data generated through the PriceRunner Network, including but not limited to Analytics Data and all other data relating to Product Listings and Customer Certified Program, User traffic of a Link, as well as all data and content displayed in Analytics Premium and API.

  • “PriceRunner Network” means all web pages, apps, e-mail, social media accounts and other domains owned or controlled by PriceRunner including co-branded sites, third-party partner sites and advertising by PriceRunner on other sites.

  • “Product Listing” shall have the meaning set forth in Section 2.

  • “Product Page” means the product page of a specific product listed on the PriceRunner Network.

  • “Related Store Offer” shall have the meaning set forth in Section 2.

  • “Representatives” means, with respect to either Party, that Party’s affiliates, agents, officers, directors, consultants and employees.

  • “Search Result” means the webpage displaying product suggestions resulting from a search query.

  • “Services” means the paid services set forth in Section 2 collectively.

  • “Shopping Click” means any click on “Buy Now” on Product Listings, Display Ads, Native Boards or other Partner Content with a link which directs User to a direct purchase.

  • “Spider” means a computer program that retrieves data from targeted web site pages.

  • “Sponsored Position” shall have the meaning set forth in Section 2.

  • “Trusted Reseller” shall have the meaning set forth in Section 2.

  • “User” means a visitor to any web page, app or other domain within the PriceRunner Network.

2. Services

(a) Product Listing. Product Listings are displayed on a Product Page listing from the lowest price to the highest price that is applicable for the specific product on each Partner Site and other webshops. Webshops that are not using Product Listing are not clickable and only the name of the webshop and the webshop’s price for the specific product are displayed. A Product Listing includes the Partner’s webshop logo, a clickable Link to Partner Site, a customer satisfaction score, if available, deriving from the Customer Certified Program (as described under Section 5.), price for the specific product, as well as applicable information on payment options, shipping options and stock status of the product.

(b) Sponsored Position. A Sponsored Position is a paid/sponsored piece of content displayed above the Product Listing on a Product Page. Duration and display frequency of Sponsored Positions are based on price and bidding results.

(c) Display Ad. A Display Ad is a paid banner ad displayed on the PriceRunner Network through a third party service. The Partner may choose to display ads throughout the PriceRunner Network, among certain product categories and/or as targeted ads for Users that have accepted the use of marketing cookies. Duration, placing and display frequency of Display Ads are based on price according to PriceRunner’s from time to time applicable price list.

(d) Native Board. A Native Board is a paid/sponsored piece of content in the form of advertisement in similar design as Search Results. Duration, placing and display frequency of Native Boards are based on price according to PriceRunner’s from time to time applicable price list.

(e) Trusted Reseller. Trusted Reseller is a paid badge presented together with the Partner’s name and logo in a Product Listing used to attract more Clicks to an authorised merchant of a product.

(f) Brand Logo. Brand Logo is a paid brand logo displayed together with product images among Search Results used to attract more Clicks to own products.

(g) Related Store Offer. Related Store Offers are listings of offers from webshops on the PriceRunner Network that is not included in Product Listings, Sponsored Positions, Display Ads or Native Boards, where products are sorted based on relevance to search query (where applicable), previous number of Clicks, offers from Partners using Product Listing, offers from domestic webshops and time lapsed since latest price update of offer.

(h) Analytics Premium. Analytics Premium is the paid interface of Analytics Data with extended access to PriceRunner Data such as scheduled reports, price updates, detailed information of market shares based on pricing and User Clicks.

(i) API. API is a technical interface giving real-time access to certain PriceRunner Data such as product and pricing data on the PriceRunner Network. Product information is based on unique product identifiers and contains e.g. name, images, brand, category name and average customer rating of a product on the PriceRunner Network. Price information consists of e.g. merchant id, name, logo, price, shipping costs, shipping time and currency as presented on the PriceRunner Network.

3. Obligations

(a) The Partner shall provide all Partner Content required for the Services agreed in the Partner Agreement. In the event the Partner fails to provide the required Partner Content on a timely basis, restricts or removes the Partner Content during the Term, PriceRunner may, in its sole discretion, use Spiders to retrieve the full Partner Content from the Partner Site. Under no circumstances is PriceRunner obliged to provide content for any listing. PriceRunner takes no responsibility of the correctness and/or legality of the Partner Content provided by Partner or retrieved from the Partner Site.

(b) The Partner agrees to confirm correct function of all Partner Content supplied to PriceRunner. If no confirmation is received, PriceRunner will assume that the Partner Content is functioning properly and the Partner agrees to pay for all Services derived from the Partner Content as measured by PriceRunner. All problems related to Partner Content shall be immediately brought to the attention of PriceRunner by emailing infodk@pricerunner.com (Denmark), infose@pricerunner.com (Sweden) or infouk@pricerunner.com (United Kingdom).

(c) The Partner agrees to allow PriceRunner to make changes or alterations to Partner Content for the purpose and intent of matching it to and promoting it on the PriceRunner Network. Partner hereby grants to PriceRunner a non-exclusive, limited, worldwide, royalty-free license to market, display, copy, transmit, distribute and promote the Product Listings and related Partner Content in connection with its obligations and Services hereunder. With respect to the product images supplied by the Partner to PriceRunner, the Partner hereby grants PriceRunner an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide, sub-licensable, royalty-free license to use, copy, publish, stream, store, retain, publicly or display, transmit, scan, reformat, modify, edit, frame, adapt, create derivative works and distribute such images that the Partner provides in connection with this Agreement.

(d) PriceRunner expressly reserves the right to (i) refuse, cancel or modify any Partner Content that does not completely conform to every material detail, instruction, method, and guideline set forth in this Agreement or that PriceRunner reasonably suspects to be false, fraudulent or unlawful in any other manner; (ii) refuse any copy, photograph or illustration for any reason, including those that it believes, are an invasion of privacy, are degrading, unlawful, profane, obscene, pornographic, tend to ridicule or embarrass, are in bad taste, or which may be an infringement on a trademark, trade name, or copyright belonging to others; or (iii) refuse or cancel any Partner Content which redirects traffic to a web site other than the Partner Site specifically identified in the Partner Agreement. Any Partner Content rejected, cancelled or changed by PriceRunner may be replaced by the Partner; provided that any such replacement material conform to every material detail, instruction, method, and guideline set forth in this Agreement and is in writing and accompanied by appropriate material identifying the Partner Content that it is to replace. PriceRunner shall notify the Partner of the rejection or cancellation of any Partner Content and shall have no liability to the Partner for any such rejection or cancellation.

(e) PriceRunner agrees to create, develop and host the Link which would allow Users to directly access a Landing Page. The type, content, method of operation, placement and presentation of the Link shall be determined by PriceRunner. PriceRunner shall not be liable, directly or indirectly, for damages related to any presentation of the Partner Content on the PriceRunner Network and/or the insertion of the Link.

4. Partner Interface

(a) To access the Partner Interface, an authorized Representative of the Partner must complete the member registration process by providing PriceRunner with current, complete and accurate information as prompted by the registration form, including e-mail address and password. PriceRunner will connect the Partner Interface to the registered membership of the authorized Representative. The Partner is obliged to ensure that the Representative will protect the password.

(b) The Partner takes full responsibility and assumes full obligations for its own and any Representative’s use of and actions in the Partner Interface including, but not limited to, (i) usage of the bidding functionality in the Partner Interface to increase its visibility of Sponsored Positions which may lead to a higher CPC than as stated in the price list as described in Section 9 and (ii) the purchase of any additional Services through the Partner Interface.

(c) The Partner is solely responsible for any and all activities that occur under the access to the Partner Interface. The Partner will notify PriceRunner immediately upon learning of any unauthorized use of the Partner Interface or any other breach of security. PriceRunner staff may, from time to time, log in to the Partner Interface in order to maintain or improve service, including to provide the Partner assistance with technical or billing issues.

5. Customer Certified Program

(a) Partner using Product Listing agrees to participate in PriceRunner’s Customer Certified Program to enable PriceRunner to measure customer satisfaction for any Users completing a purchase after being directed to the Partner Site via a Link. PriceRunner shall provide Partner with source code and/or widgets to measure customer satisfaction and Partner is obliged to implement such source code and/or widgets on Partner Site.

(b) PriceRunner shall own all data generated by the customer responses and may publish the results from the Customer Certified Program on the PriceRunner Network. The Partner may refer to any results published from PriceRunner’s Customer Certified Program in its marketing, provided that PriceRunner is specified as its source.

6. Tracking

(a) PriceRunner will host the Product Listings and the tracking and measure solution as required to track and provide estimated live statistics for PriceRunner and its affiliates for Clicks and advertisting impressions.

(b) In the event Partner implements PriceRunner’s conversion tracking solution, PriceRunner shall provide Partner with code for such conversion tracking and Partner is obliged to implement such code on the Partner Site.

(c) If payment for any of the Services is based upon a User completing a purchase on the Partner Site (i.e. Shopping Click), the Partner is obliged to implement PriceRunner’s conversion tracking or any other third-party conversion tracking solution as agreed between the Parties. If Partner removes or manipulates such tracking solution at any time during the Product Listing without expressingly written permission from PriceRunner, PriceRunner may suspend performance and, if applicable, the Partner agrees to compensate PriceRunner for the days during which tracking code was absent or manipulated based on the average daily conversion measurements for the thirty (30) days prior to the tracking code being removed or manipulated plus fifty percent (50%).

7. Data

(a) PriceRunner is and will remain the sole and exclusive owner of all rights, title and interest to the PriceRunner Data, including all intellectual property rights relating thereto, such as copyright, database rights and trademark protection.

(b) Subject to these Terms, PriceRunner grants the Partner a limited, revocable, non-exclusive, non-sublicensable license to use the PriceRunner Data that Partner gets access to hereunder.

(c) The Partner will not (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Services; (ii) claim ownership of, publish, copy, license, sell, assign, transfer or otherwise dispose, whether in whole or part, of any PriceRunner Data; (iii) remove any proprietary notices or labels on the PriceRunner Data; (iv) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the PriceRunner Data. The Partner will comply with all applicable laws and regulations in the Partner’s use of and access to the PriceRunner Data.

(d) PriceRunner may display, give access to or sell, aggregated data from the PriceRunner Network to third parties entirely as it sees fit, without obligations of any kind to the Partner.

8. Warranties

(a) The Partner represents and warrants that (i) it holds all necessary rights to permit the use of all the Partner Content provided to or retrieved by PriceRunner under this Agreement; (ii) that the use, reproduction, distribution, transmission or display of the Partner Content and any materials to which Users can click, or any products or services made available to Users through the Partner Content will not (1) violate any law, give rise to criminal or civil liability or infringe any copyright, patent, trademark or service mark, trade secret rights or any other personal, moral, contract, property or privacy right of any third party (collectively “Unlawful Conduct”); (2) contain or promote viruses, obscene, abusive, violent, bigoted, hate-oriented, cracking, hacking, warez or spyware content or conduct (collectively “Offensive Conduct”); or (3) encourage conduct that would constitute Unlawful Conduct or Offensive Conduct; (iii) it has a reasonable basis for all claims made within the Partner Content, possesses appropriate documentation to substantiate such claims and shall fulfill all commitments made in its Product Listings; (iv) the Landing Page for each Product Listing contains a prominent link to the Partner’s privacy policy, which policy provides, at a minimum, adequate notice, disclosure and choices to consumers regarding the Partner’s use, collection, disclosure and security of their personal information; and (v) all consumer data collected pursuant to this Agreement shall only be used for legal purposes and in compliance with applicable data protection legislation.

(b) The Partner agrees to indemnify and hold PriceRunner and its Representatives harmless from all allegations, claims, actions, causes of action, lawsuits, damages, liabilities, obligations, costs and expenses (including without limitation reasonable attorneys’ fees, costs related to in-house counsel time, court costs and witness fees) which, if true, would constitute or relate to any breach of warranty or breach of this Agreement. The indemnity obligations of this paragraph are contingent on PriceRunner giving prompt written notice of any such claim. PriceRunner will have sole control over the litigation or settlement of such claim.

(c) Each Party represents and warrants that it has the full right and authority to enter into and fully perform under this Agreement, and that its performance hereunder will fully comply with all applicable laws, rules and regulations. Any agency executing this Agreement on behalf of its Partners represents and warrants that it has the authority to bind the Partners to the terms stated herein and remains jointly and severally liable for all obligations under this Agreement.

9. Price and Payment Terms

(a) By signing the Partner Agreement, the Partner approves PriceRunner’s applicable price list for the Services which is available at www.pricerunner.se/info/price-list, www.pricerunner.dk/info/price-list and www.pricerunner.com/info/price-list and assumes full responsibility for the payment for the usage of the Services. PriceRunner reserves the right to adjust the price list when needed. Partner will be informed of any changes to the price list at least thirty (30) days before such price change takes effect. By continuing to use the Services after the price change has taken effect, the Partner is deemed to have approved the changes.

(b) The Partner assumes full responsibility to pay for additional fees and charges related to any and all (i) usage of the bidding functionality in the Partner Interface to increase its visibility of Sponsored Positions which may lead to a higher CPC than as stated in the price list and (ii) purchase of any additional Services through the Partner Interface.

(c) A monthly cap is a maximum amount the Partner will pay for Product Listings to PriceRunner per month. The decision to institute a cap is solely in PriceRunner’s discretion, and if granted by PriceRunner, the Parties will mutually agree in writing to a cap amount. When a cap is reached the Links will be deactivated. PriceRunner may request an increase or decrease in the cap amount at any time, and may terminate this Agreement immediately if a new cap amount cannot be mutually agreed upon.

(d) If the Parties agree on a discount to the applicable price list for the Services, such discount will apply for a maximum period of twelve (12) months. Upon termination of such discount period and if no new discount is agreed upon between the Parties, the Partner shall, without any written notice required, assume full responsibility to pay for the Services according to PriceRunner’s applicable price list.

(e) PriceRunner’s compensation for Shopping Clicks is calculated as a percentage of the order value excluding shipping cost but including VAT as per PriceRunner’s applicable price list. PriceRunner reserves the right to add or remove “Buy Now” function to any Partner Content.

(f) In the event that the conversion of Shopping Clicks (i.e. the number of completed purchases compared to total number of Clicks) corresponds to an average CPC that is lower than the CPC price as stated in the price list, PriceRunner reserves the right to deactivate some or all of the Partner’s clickable Links until the Parties have agreed on a new level for the percentage of the order value.

(g) Cancellations between 30 and 10 days prior to any Display Ad or Native Board campaign start date are subject to a cancellation fee equal to 50% of the total fee. Cancellations within 10 days of the campaign start date are subject to a cancellation fee of 100% of the total fee. Campaign materials must be provided to PriceRunner at least three days prior to the campaign start date unless specified otherwise. If material is received after scheduled the campaign start date, attempts will be made to achieve impression levels booked, but Partner is still responsible for payment of full amount of impressions booked for that time frame.

10. Payment

(a) PriceRunner has the right to conduct a credit check of the Partner. Upon approved credit check of the Partner, PriceRunner will send monthly invoices to the Partner for the previous month. The invoice shall be paid no later than twenty (20) days from the date of the invoice. PriceRunner is entitled to demand advance payment. All payments must be in the currency nominated by PriceRunner from time to time.

(b) In the event of a dispute between the Partner and PriceRunner regarding amounts due, the Partner agrees that PriceRunner’s tracking count shall be applied. The Partner understands and agrees that in no event, and under no circumstance, will data provided by PriceRunner constitute final billing numbers. Only invoices sent directly to the Partner by e-mail or postal mail or made available in the Partner Interface are to be construed as representative of billable amounts. In the event that PriceRunner does not receive a written notification of a disputed bill, with rationale and support therefore specifically set forth therein, within eight (8) days from the date of the invoice, such invoice will be deemed valid and payable and may not thereafter be disputed. The Partner specifically agrees that this provision is reasonable and that PriceRunner will rely upon this provision in making payments to third parties in its PriceRunner Network.

(c) Any late payments will accrue interest as per the Swedish Interest Act (Sw. Räntelagen 1975:635). PriceRunner shall be entitled to recover all reasonable costs of collection, including but not limited to agency fees, attorneys’ fees, in-house counsel costs, expenses and costs incurred in attempting to collect payment from the Partner.

11. Limitations of Warranties and Liability

(a) The Services, its use and the results of such use are provided on an “as is” and “as available” basis. To the fullest extent permissible pursuant to applicable law, PriceRunner makes no warranties regarding the Services and the PriceRunner Network (including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement), guarantees, representations, promises or statements, express, implied, oral, written, or otherwise except as expressly set forth herein. PriceRunner does not warrant or guarantee clicks, click rates or ability to convert the clicks into sales. PriceRunner does not warrant or guarantee the profile or demographics of a respondent. PriceRunner is not liable for any incorrect or erroneous data, its use and the results of such use and does not commit to, provide any warranties or give any indemnifications whatsoever regarding the quality, accuracy, security, reliability, availability or performance of any or all PriceRunner Data.

(b) To the extent permitted by applicable law, PriceRunner shall not be liable for any loss of revenue, indirect loss, damage, costs or expense of any kind whatsoever and howsoever caused, including but not limited to loss of production, loss of or corruption to data, loss of profits or of contracts, loss of operation time and loss of goodwill or anticipated savings, even if advised of their possibility. PriceRunner’s total obligations and/or liability, if any hereunder, shall be limited to fifty (50) percent of the total amount that the Partner has paid for the Services during the past calendar year.

(c) Nothing in this Agreement limits or excludes either Party's liability in case of fraud or for negligence causing death or personal injury.

12. Termination

(a) The Agreement will automatically renew for periods of the same duration as stated in the Partner Agreement, unless the termination date is agreed upon in the Partner Agreement, or notice of termination by either of the Parties is provided with thirty (30) days written notice. PriceRunner reserves the right to terminate this Agreement immediately in the event that the Partner violates the terms set forth in Sections 3 (Partner Content and Partner Site), 4 (Partner Interface), 5 (Customer Certified Program), 6 (Tracking), 7 (Data), 8 (Warranties), 9 (Price and payment terms), 10 (Payment) or 13 (Confidentiality).

(b) Termination of this Agreement shall not relieve the Partner from its obligation to pay (i) any fees that have accrued prior to the date of termination; (ii) any minimum contract price specified in the Partner Agreement for which performance has commenced. Such amount shall be payable within twenty (20) days from the date of invoice.

(c) Upon the termination of the Agreement, for whatever cause, Partner no longer has the right to use the PriceRunner Data, including processed or refined versions of the PriceRunner Data. In the event that Partner has integrated the PriceRunner Data into its systems, or in any other manner keeps PriceRunner Data on its equipment, all such PriceRunner Data shall be permanently erased and destroyed. Upon PriceRunner’s written request, Partner shall, within ten (10) business days, certify to PriceRunner in writing that Partner has destroyed the PriceRunner Data in accordance with the above and fulfilled all its other obligations under the Agreement.

13. Confidentiality

(a) “Confidential Information” means any confidential information disclosed in any form whatsoever (including, but not limited to, disclosure made in writing, orally or visually), by or on behalf of one Party or its affiliates (the “Disclosing Party”) to the other Party (the “Recipient”) in connection with this Agreement.

(b) During the term of this Agreement and for two (2) years after the termination of this Agreement the Recipient agrees to: i) Not to make any use whatsoever of said Confidential Information except for what is expressly permitted in this Agreement, and accordingly, without limiting the generality of the foregoing, not use such Confidential Information in connection with any other work performed by Recipient either for himself, or for any other person, firm or corporation; b) not to reveal any Confidential Information to third parties; and c) to keep all Confidential Information strictly secret and confidential and to treat such information with no less than commercially reasonable security measures to prevent unauthorised use or disclosure of the Confidential Information.

(c) Each Party may only provide such Confidential Information to its respective employees, consultants, directors and advisers who have a “need to know” of such Confidential Information and who are bound to confidentiality restrictions not less restrictive than those set forth in this Agreement. Each Party is responsible for its employees, consultants, directors and advisers non-compliance and/or breach. Each Party shall promptly notify the other Party upon discovery of any unauthorized use or disclosure of Confidential Information and will make best effort to cooperate with the other Party to help regain posession of such Confidential Information and prevent its future unauthorized use.

(d) The obligations of each Recipient hereunder shall survive until such time as all Confidential Information of the other Party disclosed hereunder becomes publicly known and generally available through no action or inaction of the Recipient. These restrictions shall not apply to information that each Party can document is (i) already in possession of or known by the Recipient, (ii) publicly known or becomes publicly known through no unauthorized act of the Recipient, (iii) lawfully received from a third party without restriction on use or disclosure if, to the Recipient’s knowledge, such third party had the legal right to disclose such information, (iv) independently developed by the Recipient without use of the Disclosing Party’s Confidential Information, (v) pre-approved in writing by the other Party for disclosure, or (vi) disclosed as required by law, governmental agency or rule, or court order, so long as the Party required to disclose the information provides the other Party with timely prior notice of such requirement (where permitted).

(e) The Parties agree and understand that a material breach of this Section 13 will cause the non-breaching Party to suffer irreparable harm and that monetary damages may be inadequate to compensate for such damage. Accordingly, the Parties agree that in such event, the non-breaching Party will, in addition to all other remedies, be entitled to injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.

(f) Upon the termination of the Agreement, for whatever cause, each Party shall cease using Confidential Information and, as instructed by the other Party, promptly return and/or permanently erase all such materials or information from all equipment, and not keep any copies thereof except as required by law.

14. Intellectual Property

Subject to the limited licenses granted herein, each Party shall retain all right, title and interest in its trade names, logos, trademarks, service marks, trade dress, Internet domain names, copyrights, patents, database rights, trade secrets, know-how, source code, software and proprietary technology, including, without limitation, those trade names, logos, trademarks, service marks, trade dress, copyrights, patents, testimonials, endorsements, know-how, source code, trade secrets, software and proprietary technology currently used or which may be developed and/or used by it in the future.

15. Force Majeure

Neither Party shall be liable for, or considered in breach of or default under this Agreement on account of, any delay or failure to perform as required (except with respect to payment obligations) as a result of any causes or conditions which are beyond such Party’s reasonable control and which such Party is unable to overcome by the exercise of reasonable diligence (including without limitation, the failure of the PriceRunner Network to display or place any Partner Content); provided that the non-performing Party gives reasonably prompt notice under the circumstances of such condition(s) to the other Party.

16. Complaints

Any complaints regarding these Terms may be submitted to PriceRunner’s internal complaint-handling system at complaints@pricerunner.com. Subject to a complaint, the Parties shall attempt to reach an amicable settlement through the internal complaint-handling system. If the Parties fail to reach a settlement through the internal complaint-handling system, each Party is entitled to file for mediation at the Arbitration Institute of the Stockholm Chamber of Commerce. The mediation will be conducted by two mediators, of which each Party may appoint one mediator. Each Party shall bear its own costs for the mediation. The language of the mediation procedure shall be English.

17. Dispute Resolution and Notice

(a) This Agreement shall be governed by the substantive law of Sweden. Any dispute, controversy or claim arising out of or in connection with this Agreement, 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 Stockholm. The language to be used in the arbitral proceedings shall be English. Any claim under this Agreement, other than for indemnity and defense as provided herein, must be filed within one (1) year of the time such claim arose, regardless of any law to the contrary, otherwise such claim will be forever barred.

(b) All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed given at the time such communication is sent by e-mail to email address or to the executive and the address of each Party as set forth in the Partner Agreement.

18. Independent Contractors

Each Party is an independent contractor. Any intention to create a joint venture or partnership between the Parties is expressly disclaimed.

19. Marketing

Partner agrees that PriceRunner may identify it as a PriceRunner Partner in client lists and other marketing materials.

20. Entire Agreement, Modification, Assignment

(a) This Agreement and any exhibits or addenda thereto is intended to be the Parties’ complete, integrated expression of the terms of their agreement and any prior agreements or understandings with respect to such subject matters are superseded hereby and fully merged herein, and may only be modified in writing by authorized Representatives of the Parties.

(b) PriceRunner reserves the right to change, modify, add, or remove portions of these Terms at any time, provided that PriceRunner gives the Partner a thirty (30) days prior written notice by posting on the PriceRunner Network or sending an e-mail to the Partner. PriceRunner also reserves the right to, without notice, add change, modify, suspend, or discontinue any Services at any time. Such variations or modifications will be effective unless the Partner reject such changes with fifteen (15) days notice. The Partner’s rejection of such changes or modifications may be grounds for termination of this Agreement by PriceRunner.

(c) The Partner may not assign this Agreement without the express prior written consent of PriceRunner. PriceRunner is entitled to wholly or partly assign its obligations and/or rights under this Agreement.

21. Survival & Severability

The following terms of this Agreement shall survive termination, cancellation, or expiration of this Agreement and remain in effect after such happening: Sections 7 (Data) , 8 (b), 9 (Price and payment terms), 10 (Payment), 11 (Limitations of liability), 13 (Confidentiality), 14 (IP) and 21 (Dispute Resolution).

In the event that any provision of this Agreement conflicts with the law under which the Agreement is to be construed or if any such provision is held invalid or unenforceable by a court with jurisdiction over the Parties to the Agreement, (i) such provision will be restated to reflect the original intentions of the Parties in accordance with applicable law; and (ii) the remaining terms, provisions, covenants, and restrictions of the Agreement will remain in full force and effect.

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