Terms of Use Mercell Platform

Effective Date: 16-10-2023

1. Acceptance of Terms

Welcome to Mercell platforms (the "Platform"). By accessing, creating an account, or using any of the m\Mercell Platforma, you agree to be bound by these Terms of Use ("Terms"). If you do not agree to these Terms, please do not use the Platform.

By using the platform, the user shall be engaged with one or several Mercell companies; of using one of several of the platforms. the name and details of the Mercell company/ies and the platform applicable to the user will be stated in the order confirmation or master service agreement.

Unless otherwise specified in other agreements, the terms of use detailed in this section generally apply when using the Platform, elements regarding commercial relationship, personal data processing, are regulated in separate documents. Single or additional conditions of use or access may apply in specific scenarios, and in such cases, these are additionally described within this document or in related documents such as Commercial terms, Privacy policy, and Privacy notice, among others.

2. Use of the Platform

2.1 Eligibility: You must be of legal age or, in case of sign-in on behalf of a legal person, the natural person conducting this shall have the legal authority to represent the legal person entering into these Terms in order to use the Platform.

2.2 Account Creation: To access certain features of the Platform, you need to create an account. You agree to provide accurate and complete information during account creation and to keep your account information updated. To be eligible to use the platform, users must be associated with a natural person who serves as a representative of the company. The creation of accounts using generic emails or any accounts that cannot be linked to a natural person representing the company is strictly prohibited.

2.3 Access and Security: You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify Mercell immediately of any unauthorized use of your account.

2.4 Acceptable Use: Acceptable Use

This platform service may only be used within the scope of what they are provided for, under these Terms and applicable law.

Users are responsible for making sure that their use of this platform and/or the Service in a way do not violate applicable law, regulations, or any other third-party rights. Therefore, Mercell reserves the right to take any appropriate measure to protect its legitimate interests including by denying Users access to this Website platform, terminating contracts, reporting any misconduct performed through this Website or the Service to the competent authorities whenever Users engage or are suspected of engaging in any of the following activities: 1) Violate laws, regulations, and/or these Terms; 2) Infringe any third-party rights; 3) Considerably impair or offend Mercell’s legitimate interests.

2.5 Prohibition of Misuses: Any misuse of the Services, including crawling, automated downloading of information, and similar activities from the Services and websites, is strictly forbidden and would be understood as a violation of the Terms therefore, Mercell reserves the right to permanently log out the user, forbid the user to enter any of the mercell services. And unilaterally terminate any of the agreements in case the customer, users, or associated accounts misuse the service.

3. Content and Data

3.1 User-Generated Content: The Platform allows users to submit, post, or share information and content. By using the platform, the user states that they retain ownership of any intellectual property rights they hold in the content they submit. By no circumstances, Mercell shall be liable or responsible for any third-party intellectual property right that the submission of information or content by the user can generate

3.2 Posting information on Platform: By submitting public post into the Platform, or providing information to the public in the platform the user acknolegue that the data of such public post could be reproduced, distributed, prepare derivative works of, displaed, by other user of the platform. This is for only the data user decide to make publicly available or introduce in public post.

3.3 Content Guidelines: You agree not to submit content that is unlawful, defamatory, obscene, discriminatory, or infringing on any third-party rights. Any type of infringement of this section shall be sanctioned to the user and the company it represents.

3.4 Data Privacy: The use of the Platform is subject to Mercell's Privacy Policies, agreements, and statement, which explains how Mercell collects, uses, and processes personal data.

4. Platform Services

4.1 Procurement Platform Services: The Platform provides tools and services to facilitate procurement processes. Mercell does not endorse or guarantee the quality, safety, legality, or accuracy of the products or services offered by third-party suppliers (other users) on the Platform.

4.2 Supplier Relationships: Any interactions or transactions between buyers and suppliers on the Platform are solely between those parties. Mercell is not responsible for any disputes, damages, or losses arising from these interactions.

4.3 Relationsihp with user of Postaward platforms: Activities for managing tracking orders to vendors, invoice management, and sending of invoice with automated handling of electronic invoices and expenses, and overview of contract management administration

5. Intellectual Property

5.1 Platform Ownership: Mercell and its licensors retain all rights, titles, and interests in and to the Platform, including all intellectual property rights.

Without prejudice to any more specific provision of these Terms, any intellectual property rights, database rights, design rights, catalogue rights, trademarks, patent rights (including any application and/or any non-patented inventions), and the intellectual property forming basis for such rights, including algorithms, code, concept (including the structure of functions and elements), data, design, descriptions, drawings, equations, formulas, graphics, knowhow, marks, objects, object code, pictures, photos, processes, presentations, receipts, schemes, source code, technical solutions, and updates or improvements or variation to any such mentioned parts or whole related to this platform are the exclusive property of Mercell or its licensors and are subject to the protection granted by applicable laws or international treaties relating to intellectual property.

All trademarks, nominal or figurative, and all other marks, trade names, service marks, wordmarks, illustrations, images, or logos appearing in connection with this platform are and remain the exclusive property of Mercell or its licensors and are subject to the protection granted by applicable laws or international treaties related to intellectual property.

5.2 Feedback: If you provide feedback, suggestions, or ideas regarding the Platform, you grant us the right to use, modify, and incorporate your feedback without any obligation to compensate you.

6. Termination

6.1 Termination by You: You may terminate your account at any time by following the instructions on the Platform. Termination will not relieve you of any obligations or liabilities accrued prior to termination.

6.2 Termination by Mercell: Mercell has the right to suspend or terminate your account if the user violates these Terms, law, or other applicable rules of documents or engages in any fraudulent or abusive activities.

7. Disclaimers and Limitations of Liability

7.1 No Warranty: The Platform is provided "as is" and without any warranty of any kind. We do not make any representations or warranties regarding the accuracy, reliability, or availability of the Platform.

7.1.1. Service interruption: Mercell reserves the right to interrupt the Service for maintenance, system updates, or any other changes, informing the Users post or after the interruption. Mercell may also decide to suspend or terminate the Service permanently. If the Service is terminated, Mercell will cooperate with users to enable them to withdraw any Personal Data or information in accordance with applicable law. Moreover, in case of permanent termination of the service, as it is required by law, any information storage by Mercell for the purpose of providing the service will be deleted from storage until required by applicable regulation. This will be a previous notification to the user. Additionally, the Service might not be available due to reasons outside Mercell`s reasonable control, such as labour actions, infrastructural breakdowns or blackouts, etc.

7.1.2. Service reselling: Users may not reproduce, duplicate, copy, sell, resell or exploit any portion of the platfoms and of its Service without Mercell´s express prior written permission, granted either directly or through a legitimate reselling program.

7.2 Limitation of Liability: To the maximum extent permitted by applicable law, in no event shall Mercell and its subsidiaries, affiliates, officers, directors, agents, co-branders, partners, suppliers, and employees be liable for

1) Any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, arising out of or relating to the use of, or inability to use, the Service; and
2) Any damage, loss, or injury resulting from hacking, tampering or other unauthorized access or use of the Service or User account or the information contained therein;
3) Any errors, mistakes, or inaccuracies of content;
4) Personal injury or property damage, of any nature whatsoever, resulting from User access to or use of the Service;
5) Any unauthorized access to or use of Mercell’s secure servers and/or any and all personal information stored therein;
6) Any interruption or cessation of transmission to or from the Service;
7) Any bugs, viruses, trojan horses, or the like that may be transmitted to or through the Service;
8) Any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Service; and/or
9) The defamatory, offensive, or illegal conduct of any User or third party.

Unless specified otherwise in order confirmations or other related agreements In no event shall Mercell and its subsidiaries, affiliates, officers, directors, agents, co-branders, partners, suppliers and employees be liable for any claims, proceedings, liabilities, obligations, damages, losses, or costs in an amount exceeding the amount paid by User to Mercell hereunder in the preceding 12 months, or the period of duration of this agreement between Mercell and User, whichever is shorter.

Unless otherwise explicitly stated and without prejudice to applicable statutory product liability provisions, Users shall have no right to claim damages against Mercell (or any natural or legal person acting on its behalf). This does not apply to damages to life, health, or physical integrity, damages resulting from the breach of an essential contractual obligation such as any obligation strictly necessary to achieve the purpose of the contract, and/or damages resulting from intent or gross negligence, as long as this Website has been appropriately and correctly used by the User.

Unless damages have been caused by way of intent or gross negligence, or they affect life, health, or physical integrity, Mercell shall only be liable to the extent of typical and foreseeable damages at the moment the contract was entered into.

This limitation of liability section shall apply to the fullest extent permitted by law in the applicable jurisdiction whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Mercell has been advised of the possibility of such damage.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages. Therefore, the above limitations or exclusions may not apply to Users of such jurisdiction. The terms give Users specific legal rights, and Users may also have other rights that vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations of liability under the terms shall not apply to the extent prohibited by applicable law.

8. Indemnification

The User agrees to defend, indemnify and hold Mercell and its subsidiaries, affiliates, officers, directors, agents, co-branders, partners, suppliers, and employees harmless from and against any and all claims or demands, damages, obligations, losses, liabilities, costs, or debt, and expenses, including, but not limited to, legal fees and expenses, arising from

1) User’s use of and access to the Service, including any data or content transmitted or received by User;
2) User’s violation of these terms, including, but not limited to, User’s breach of any of the representations and warranties set forth in these terms;
3) User’s violation of any third-party rights, including, but not limited to, any right of privacy or intellectual property rights;
4) User’s violation of any statutory law, rule, or regulation;
5) Any content that is submitted from User’s account, including third party access with User’s unique username, password or other security measures, if applicable, including, but not limited to, misleading, false, or inaccurate information;
6) User’s wilful misconduct; or
7) Statutory provision by User or its affiliates, officers, directors, agents, co-branders, partners, suppliers, and employees to the extent allowed by applicable law.

9. Modifications to Terms

Mercell´s reserves the right to amend, modify, or otherwise replace these Terms at any time. In such cases, it will appropriately inform the user of such changes.

Changes will only affect the relationship with the User in the future. The continued use of the service will signify the User’s acceptance of the revised Terms. If Users do not wish to be bound by the changes, a timeframe will be given to stop using the Service. Failure to accept the revised Terms may entitle either party to terminate the Agreement. The applicable previous version will govern the relationship prior to the User's acceptance. The User can obtain any previous version from Mercell´s webpage. If required by applicable law, Mercell will specify the date by which the modified Terms will enter into force.

10. Communication

All communications relating to the use of this Website must be sent using the following contact information:

post@mercell.com

11. No waiver:

Mercell ’s failure to assert any right or provision under these Terms shall not constitute a waiver of any such right or provision. No waiver shall be considered a further or continuing waiver of such term or any other term.

12. Access to external resources:

Through the Mercell platform, Users may have access to external resources provided by Mercell or other third parties, such as other platforms, web pages, and applications. Users acknowledge and accept that Mercell AS has no control over third-party resources and is, therefore, not responsible for their content and availability. Moreover, these terms and conditions are only applicable to the services stated at the beginning of this document. Therefore Users also acknowledge that the access to other services provided by Mercell, such as the use of the platform and its respective website, are governed by other provisions that the one stated. Unless specified otherwise, any question and dispute regarding the content, service, and resources provided by third parties shall be conducted with said party terms and conditions and other applicable laws without the direct involvement of Mercell.

13. Severability

Should any provision of these Terms be deemed or become invalid or unenforceable under applicable law, the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions, which shall remain in full force and effect.

Mercell holds and reserves all intellectual property rights for any publication of content on the webpage and platform that has been published by Mercell. When needed, the content will use the proper quotation and the respective copyright attributions. Users shall not, therefore, claim ownership of such content in any way. Additionally, the user shall not use content that is not necessary or implicit in the proper use of the Service. Specifically, but not limited, users shall not copy, download, share, modify, translate, transform, publish, transmit, sell, sublicense, edit, transfer/assign to third parties or create derivative works from the content available on this webpage, nor allow any third party to do so through the User or their device, even without the User's knowledge. When explicitly stated on this Website/ platform or notified to the User, the User may download, copy, and/or share some content available through this Website for educational, personal, and non-commercial use and provide the respective copyright attributions and ensure that all attributions are correctly implemented. Any applicable statutory limitation or exception to copyright shall stay unaffected.

15. Governing Law:

These terms and conditions are governed by and construed in accordance with the law of the country where Mercell`s office has entered into the order confirmation or what is stated in the master service agreement. Any controversy, dispute, or claim concerning the interpretation or applicability of the terms and conditions shall be settled by the ordinary court proceedings in the country and city where Mercell's office has entered into the Order Confirmation and Subscription Agreement, and according to such country's legal system, legislation, and interpretation, without giving effect to the choice of law principles thereof.

Any provision of these Terms be or be deemed void, invalid, or unenforceable, the parties shall strive to find, in an amicable way, an agreement on valid and enforceable provisions, thereby substituting the void, invalid, or unenforceable parts.

In case of failure to do so, the void, invalid, or unenforceable provisions shall be replaced by the applicable statutory provisions if so permitted or stated under the applicable law.

Without prejudice to the above, the nullity, invalidity, or impossibility to enforce a particular provision of these Terms shall not nullify the entire terms unless the severed provisions are essential to the terms or of such importance that the parties would not have entered into the contract if they had known that the provision would not be valid, or in cases where the remaining provisions would translate into an unacceptable hardship on any of the parties.

By using the Mercell Platforms, you acknowledge that you have read, understood, and agreed to these Terms of Use.