TERMS OF SERVICE

1. DEFINITIONS. Capitalized terms shall have the meanings set forth in this section, or in the section where they are first used.

1.1 "Services" means the recipe shopping technology and related functionalities provided by Supplier as detailed in this Agreement. 

1.2 "Smart Cart API" means Supplier’s API enabling the integration of recipe ingredients into a shopping list or cart. 

1.3 "Widget" means the graphical interface enabling users to interact with and use the Services. 

1.4 "Confidential Information" means all non-public information disclosed by one Party to the other in connection with this Agreement. 

1.5 "Effective Date" means the date on which this Agreement is signed by both Parties.

2. MODIFICATION TO THE AGREEMENT.

Northfork may amend the Agreement from time to time due to changes to the Services, to account for developments under the law, or for any other reason. When material modifications are made, Northfork may (and where required by law, will) send an email to you at the last email address you provided to us pursuant to the Agreement to provide an updated copy of the Agreement. Northfork may require you to provide affirmative acknowledgement to the updated Agreement in a specified manner before further use of the Services is permitted. Unless required sooner by law, updated terms shall apply to you the later of: (i) 30 days from the date of the updated Terms of Service; and (ii) the first day of your next Renewal Term (as defined in Section 11.1) (such date, the “Change Date”). If you do not agree to any change(s) that are not required by law after receiving a notice of such change(s), you shall notify Northfork and close your account prior to the Change Date. Otherwise, your continued use of the Services constitutes your acceptance of such change(s).

2.1. Access. Subject to this Agreement, Northfork grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the Term. Customer may permit Authorized Users to use the Services, provided Customer remains responsible for their compliance.

2.2. Restrictions. Customer shall not, nor permit others to: (a) modify, adapt, translate, or create derivative works of the Services; (b) sublicense, lease, rent, distribute, or transfer the Services or Documentation; (c) reverse engineer or attempt to derive the source code, except as expressly permitted by law with prior notice to Northfork; (d) bypass or disable security features; (e) use the Services in competition with Northfork; (f) remove proprietary rights notices; (g) attempt unauthorized access or disrupt the Services; (h) use or copy the Services beyond what is permitted herein; or (i) violate the Acceptable Use Policy. Northfork may monitor usage to ensure compliance.

2.3. Downtime. Customer acknowledges that access may be suspended due to scheduled or unscheduled downtime, power outages, system failures, or other interruptions beyond Northfork’s control.

2.4. Non-Northfork Products and Services. If Customer integrates the Services with non-Northfork products or services (“Non-Northfork Services”), Customer must ensure compliance with the Non-Northfork provider’s terms.

3. USE OF THE SERVICES

3.1. Suspension, Limitation and Termination of Access. Northfork shall be entitled, without liability to Customer, to immediately suspend, terminate or limit Customer’s access to the Services at any time in the event that Northfork determines, in its reasonable discretion, that (i) the Services are being used by Customer, or its Authorized Users, in violation of any applicable laws or regulations or this Agreement; (ii) the Services are being used by Customer in an unauthorized, inappropriate, or fraudulent manner; (iii) the use of the Services by Customer adversely affects Northfork’s equipment or service to others; (iv) Northfork is prohibited by an order of a court or other governmental agency from providing the Services; (v) there is a denial of service attack or any other event which Northfork determines, in its sole discretion, may create a risk to the Services or to any other customers if the Services were not suspended; (vi) there is a security incident or other disaster that impacts the Services or the security of the Services, Customer’s account or Customer Data; or (vii) any amount due under this Agreement is not received by Northfork within fifteen (15) days after it was due. Without limiting the generality of this Section, Northfork shall have no liability for any damages, liabilities or losses as a result of any suspension, limitation or termination of Customer‘s right to use the Services pursuant to this Section 3.1.

4. INTELLECTUAL PROPERTY

4.1. Ownership. Customer acknowledges and agrees that the Services (including the Documentation) are protected by copyright and other laws relating to Intellectual Property Rights, and that the Services embody valuable confidential information of Northfork and its suppliers, the development of which required the expenditure of considerable time and financial resources. All right, title, and interest in and to the Services, and all worldwide Intellectual Property Rights therein and associated therewith, are the exclusive property of Northfork and its suppliers. All rights in and to the Services not expressly granted to Customer in this Agreement are reserved by Northfork and its suppliers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the Services, or any part thereof, including any right to obtain possession of any software, source code, data or other technical material related to the Services.

4.2. Continuous Development. Customer acknowledges that Northfork may continually develop, deliver and provide to Customer on-going innovation to the Services in the form of new features, functionality, and efficiencies. Accordingly, Northfork reserves the right to modify the Services from time to time. Some modifications will be provided to Customer at no additional charge. In the event Northfork adds additional functionality to a particular Service, Northfork may condition the implementation of such modifications on Customer’s payment of additional fees, provided that Customer may continue to use the version of the Services that Northfork makes generally available (without such features) without paying additional fees.

4.3. Feedback. In the event that Customer or its Authorized Users provide any comments or suggestions in connection with the Services, whether written or oral (collectively, the “Feedback”), Northfork, in its sole discretion, shall be entitled to use the Feedback without restriction, and such Feedback will not be treated as confidential to Customer. Customer hereby grants Northfork, on behalf of itself and its Authorized Users, a worldwide, non-exclusive, irrevocable, perpetual, royalty-free right and license to incorporate the Feedback into Northfork products and services.

4.4. Aggregated Data. Northfork may collect and derive from Customer Data aggregated data that does not identify Customer, any third-party entity or any natural persons, and use and disclose such aggregated data for Northfork’s legitimate business purposes, which may include but is not limited to Services improvement, service and product development, research and marketing. Additionally, Northfork may collect and review Customer Marketing Content to improve and enhance the Services and for other development, diagnostic and corrective purposes.

5. FEES AND EXPENSES; PAYMENTS

5.1. Fees Generally. In consideration for the Services, Customer will pay to Northfork the then-current fees set forth in the "Service Contract” unless otherwise set forth in an applicable Service Order (including applicable overages, “Fees”). In the event of a temporary suspension of Customer’s access to the Services in accordance with the Agreement, applicable Fees will continue to accrue.

5.2. Fee Increases. Northfork will provide Customer fourteen (14) days advance notice for any increase in fees. Any increases to the Fees shall apply at the beginning of the Customer’s following Term. Customer’s continued use of the Services after a Fee increase will constitute Customer’s agreement to the increase in Fees.

5.3. Billing, Invoicing, and Payment Terms. Northfork will charge Customer the Fees for the Services in accordance with what is stated in the “Service Agreement” for each billing period. All Fees for Services are due and are non-refundable. Customer agrees to notify Northfork of all billing disputes within fourteen (14) days of delivery of the billing statement or invoice, and disputes not made within that time are waived. Late payments, including those resulting from credit card declines, will accrue interest at a rate of one and one-half percent (1.5%) per month, or the highest rate allowed by applicable law, whichever is lower. If Northfork must initiate a collections process to recover Fees due and payable hereunder, then Northfork shall be entitled to recover from Customer all costs associated with such collections efforts, including but not limited to reasonable attorneys’ fees. In the event Northfork delivers to Customer an invoice for any Fees or interest payments owed hereunder, such invoiced amounts shall be due upon receipt, unless otherwise set forth in the Service Order. The Supplier shall invoice the Customer monthly in arrears for the Term of this Agreement. The Supplier shall invoice the last bank day in the month for the present month. The payment term for undisputed payments is thirty (30) days. First invoice will be sent at the Effective Date.

5.4. Taxes. The Fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and Customer will be responsible for payment of all such taxes (other than taxes based on Northfork’s income), fees, duties, and charges and any related penalties and interest, arising from the payment of the Fees and the delivery of the Services. To the extent that Northfork charges any of the aforementioned taxes, they are calculated using the tax rates that apply based on the billing address provided by Customer. Such amounts are in addition to the Fees and will be billed to Customer’s authorized payment method. If Customer is exempt from payment of any such taxes, Customer must provide Northfork with evidence of exemption. If Customer is not charged any of the aforementioned taxes by Northfork, Customer is responsible for determining if taxes are payable, and if so, self-remitting such taxes to the appropriate tax authorities in Customer’s jurisdiction. Customer will make all payments of Fees to Northfork free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of Fees to Northfork will be Customer’s sole responsibility, and Customer will provide Northfork with official receipts issued by the appropriate taxing authority, or such other evidence as Northfork may reasonably request, to establish that such taxes have been paid. Customer shall indemnify, defend, and hold Northfork harmless in connection with any proceedings brought by any taxing authorities in connection with this Agreement.

6. CUSTOMER DATA AND RESPONSIBILITIES

6.1. Customer Data. Customer Data, and all worldwide Intellectual Property Rights therein, is, as between Northfork and Customer, the exclusive property of Customer. Customer grants Northfork a non-exclusive, sublicensable, transferable, worldwide, royalty-free and fully paid license to process and use the Customer Data as necessary for purposes of providing the Services and as otherwise permitted in this Agreement. Customer warrants that Customer is the owner or legal custodian of, or otherwise has the right and has or will obtain the necessary permissions, valid consents and releases to lawfully transmit, store and use all Customer Data in connection with the Services and to grant the rights granted to Northfork under this Agreement. Brands are prohibited from sharing industry reports and any other data.

6.2. Customer Personal Data. Northfork shall collect, use, disclose and otherwise process Customer Personal Data (as defined in the Data Processing Agreement), and safeguard the privacy, confidentiality and security of Customer Personal Data in accordance with the requirements set forth in the Data Processing Agreement, which is hereby incorporated into this Agreement by reference. The Data Processing Agreement does not apply to Account Information.

6.3. Customer Account Information. Northfork’s use of Account Information shall be in accordance with the Privacy Notice, and Customer consents to such usage. “Account Information” means information about Customer that Customer provides to Northfork in the creation or administration of its Northfork account. For example, Account Information includes names, usernames, login credentials, phone numbers, email addresses and billing information associated with a Northfork account.

6.4. Customer Communications. Customer shall comply with all applicable laws and regulations applicable to Customer’s use of the Services, including Customer Communications and Customer Marketing Content, which laws and regulations shall include but not be limited to (a) any applicable laws that govern online promotions, offers, gift cards, coupons, and/or gift certificates, data privacy and protection, intellectual property, the sending of electronic marketing messages and the sending of SMS and/or MMS text messages and (b) laws and regulations that apply to commerce, in each jurisdiction in which Customer will be sending marketing communications to a resident of the jurisdiction. Customer acknowledges and agrees that Northfork (y) does not control or monitor Customer Communications, or guarantee the accuracy, integrity, security or quality of such Customer Communications and (z) is not responsible for obtaining any necessary consents or permissions from recipients of Customer Communications. 

7. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

7.1. Mutual Representations and Warranties. Northfork and Customer each represents and warrants that: (i) it has full corporate right, power, and authority to enter into this Agreement and (ii) the execution of this Agreement by and the performance of its obligations and duties hereunder do not and will not violate any agreement to which it is a party or is otherwise bound.

7.2. Customer Representations and Warranties. Customer represents and warrants that: (i) Customer has a legally sufficient privacy policy that is made available to end customers and prospects prior to their provision of any Customer Personal Data to Customer or Northfork; (ii) the Customer Data and use of the Customer Data (a) will not infringe, misappropriate, or otherwise violate the Intellectual Property Rights or other rights of any third party, (b) will not constitute defamation, invasion of privacy or publicity, or otherwise violate any similar rights of any third party, and (c) will not be used in any activity in violation of the law or to promote such activities, including, without limitation, in a manner that might be illegal or harmful to any person or entity; (iii) it will not distribute, share, or facilitate the distribution of unauthorized data, malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code; and (iv) Customer will comply with and will at all times honor the terms and conditions of any on-line coupon or similar marketing offer, deal or advertisement to market Customer’s products and services offered or otherwise promoted via the Services.

7.3. Limited Warranty. Northfork warrants that the Services, when used in accordance with the terms of this Agreement, will perform substantially in accordance with the Documentation during the term of this Agreement. The foregoing warranty shall not apply to performance issues of the Services resulting from (i) content provided by or passed through Customer or third parties in connection with the Services (including Customer Data); (ii) Customer’s data structures, operating environment, equipment or other technology; (iii) the use or combination of the Services with any other software, services or hardware not supported by Northfork; (iv) causes external to the Services, such as problems with the hardware, network or other infrastructure with which the Services are used; (v) unauthorized or improper use of the Services; or (vi) any modification of the Services by Customer or its Authorized Users. Provided that Customer notifies Northfork in writing of any breach of the foregoing warranty during the term of this Agreement, Northfork shall, as Customer’s sole and exclusive remedy, use commercially reasonable efforts to correct such non-conformance and if Northfork fails to remedy the non-conformity, Customer may terminate the Agreement.

7.4. Disclaimer. THE LIMITED WARRANTY SET FORTH IN SECTION 7.3 IS MADE FOR THE BENEFIT OF CUSTOMER ONLY. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7.3 AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES (INCLUDING THE DOCUMENTATION) ARE PROVIDED “AS IS,” AND NORTHFORK MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE USE, MISUSE, OR INABILITY TO USE THE SOFTWARE, DOCUMENTATION, OR SERVICES (IN WHOLE OR IN PART) OR ANY OTHER PRODUCTS OR SERVICES PROVIDED TO CUSTOMER BY NORTHFORK, AND ANY OFFERS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NORTHFORK DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR OPERATE WITHOUT INTERRUPTION OR DOWNTIME OR BE ERROR FREE. SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CUSTOMER.

8. LIMITATION OF LIABILITY

8.1. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL NORTHFORK, NOR ANY OF ITS AFFILIATES, SUBCONTRACTORS, LICENSORS, VENDORS OR SUPPLIERS, NOR ANY OF ITS THIRD PARTY PARTNERS, BE LIABLE TO CUSTOMER OR ANY OTHER THIRD PARTY FOR LOST REVENUES, LOST PROFITS OR OTHER SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, CONSEQUENTIAL, RELIANCE OR EXEMPLARY DAMAGES ARISING FROM CUSTOMER’S OR ANY OTHER THIRD PARTY’S USE OF OR INABILITY TO USE THE SERVICES INCLUDING, BUT NOT LIMITED TO, LOSS OF TECHNOLOGY, LOSS OF DATA OR INTERRUPTION OR LOSS OF USE DAMAGES WHETHER OR NOT NORTHFORK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. THE MAXIMUM AGGREGATE LIABILITY OF NORTHFORK, ITS LICENSORS AND VENDORS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), SHALL NOT EXCEED THE ACTUAL FEES PAID BY CUSTOMER FOR THE SERVICE FOR THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE INITIAL EVENT GIVING RISE TO LIABILITY HEREUNDER, LESS ANY DAMAGES PREVIOUSLY PAID BY NORTHFORK TO CUSTOMER IN THAT SIX (6) MONTH PERIOD.

8.2. Basis of the Bargain. The parties agree that the limitations of liability set forth in this Section 8 shall survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the Fees have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.

9. CONFIDENTIALITY

9.1. Confidential Information. During the term of this Agreement, each party (the “Disclosing Party”) may provide the other party (the “Receiving Party”) with certain information regarding the Disclosing Party’s business, technology, products, or services, or other confidential or proprietary information (collectively, “Confidential Information”) in whatever form (written, oral or visual) that is furnished or made available to the Receiving Party by or on behalf of the Disclosing Party that (a) if in tangible form, the Disclosing Party has labeled in writing as proprietary or confidential, (b) if in oral or visual form, the Disclosing Party has identified as proprietary or confidential at the time of disclosure, or (c) is of a character that is commonly and reasonably regarded as confidential and/or proprietary. For the avoidance of doubt, the Services, Documentation, and all enhancements and improvements thereto, will be considered Confidential Information of Northfork.

9.2. Protection of Confidential Information. The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except for exercising its rights and performing its obligations under this Agreement. The Receiving Party will limit access to the Confidential Information to its employees and contractors who have a need to know, who are subject to confidentiality obligations no less restrictive than those set forth herein and who have been informed of the confidential nature of such information. In addition, the Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. At the Disclosing Party’s request or upon termination of this Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under this Agreement, and, upon request, the Receiving Party shall provide to the Disclosing Party written notice certifying compliance with this sentence, unless prohibited by applicable law.

9.3. Exceptions. The confidentiality obligations set forth in this section will not apply to any information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) the Receiving Party can prove, by clear and convincing evidence, was already known to the Receiving Party without restriction at the time of disclosure; or (d) the Receiving Party can prove, by clear and convincing evidence, was independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that the Receiving Party promptly (to the extent legally permitted) notifies the Disclosing Party in writing of such required disclosure and reasonably cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order.

9.4. Remedies. Any breach or threatened or attempted breach of this Section 9 may result in immediate, irreparable harm for which monetary damages would be an inadequate remedy. If a court of competent jurisdiction finds that the Receiving Party has breached (or attempted or threatened to breach) any of the obligations set forth in this Section 9, the Receiving Party agrees that, without any additional findings of irreparable injury or other conditions to injunctive relief, it will not oppose the entry of an appropriate order compelling its performance and restraining it from any further breaches (or attempted or threatened breaches).

10. INDEMNIFICATION

10.1. By Customer. Customer will indemnify, defend and hold Northfork, its officers, directors, affiliates, subsidiaries, licensors, agents and employees (each a “Northfork Party”) harmless from and against any and all losses, damages, liability, costs and expenses awarded by a court or agreed upon in settlement, as well as all reasonable and related attorneys’ fees and court costs arising out of or relating to: (a) a Customer Indemnity Responsibility; (b) Customer’s breach or alleged breach of any representation, warranty or obligation under the Agreement, or any violation of law; or (c) the use, transmission, access, disclosure, or other processing of Customer Data.

10.2. Procedure. The indemnifying party’s obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified party shall promptly notify the indemnifying party in writing of any threatened or actual claim or suit; (b) the indemnifying party shall have sole control of the defense or settlement of any claim or suit; and (c) the indemnified party shall cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit.

11. TERM AND TERMINATION

11.1. Term. These Terms of Service commence when the Service Contract is signed by both parties, and continue until all Services subscriptions in all Service Orders have expired or have been terminated, and Customer’s account has been closed. Unless otherwise specified on an applicable Service Order, Customer’s subscription to the Services commences on Customer’s registration for an account, and shall continue in effect for the selected subscription term length (the “Initial Term”). Thereafter, and unless otherwise specified in a Service Order, each applicable Service Order shall automatically renew for successive subscription terms of the same length(each a “Renewal Term”), unless either party provides notice to the other party of its intention not to renew prior to expiration of the Initial Term or the then-current Renewal Term. A party must provide at least (30) days written prior notice before the term is renewed. Cancellation must be confirmed by Northfork. The Initial Term and all Renewal Terms will collectively be referred to as the “Term”.

11.2. Termination. Either party may terminate the Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach. Northfork may terminate this Agreement at any time without cause and without notice. In addition, Northfork may terminate this Agreement upon notice to Customer if (a) Customer becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, or liquidation for the benefit of creditors; (b) in the event of non-payment in accordance with Section 5; or (c) Customer is on a free-tiered account and such account is inactive for a period of twelve (12) months or more. Upon termination, Customer shall not be entitled to any refund of any Fees previously paid to Northfork for Services except in the event Northfork terminates without cause or Customer terminates due to Northfork’s uncured material breach, in which case Customer may be entitled to a pro-rata refund of any pre-paid and unused Fees advanced to Northfork.

11.3. Effect of Termination. Upon termination or expiration of this Agreement for any reason: (a) all rights and obligations of both parties, including all licenses granted hereunder, shall immediately terminate (except that all payment obligations accrued prior to termination or expiration shall survive); and (b) each party shall comply with the obligations to return or destroy all Confidential Information of the other party, as set forth in Section 9.2. Additionally, Northfork shall have no obligation to retain any Customer Data after any termination or expiration of this Agreement and may delete all Customer Data, unless required by applicable law. All liabilities accrued under this Agreement prior to the effective date of termination and the following Sections will survive expiration or termination of this Agreement for any reason: 1 (Definitions), 2 (Modification of the Agreement), 3 (Suspension, Limitation and Termination of Access), 4 (Intellectual Property), 5 (Fees and Expenses; Payments), 7.4 (Disclaimer), 8 (Limitation of Liability), 9 (Confidentiality), 10 (Indemnification), 12.3 (Effect of Termination) and 12 (Miscellaneous).

12. MISCELLANEOUS

12.1. Marketing. Customer agrees that Northfork may refer to Customer by name, logo, and trademark in Northfork’s marketing materials and website. Customer acknowledges and agrees that Northfork does not certify or endorse, and has no obligation to certify or endorse, any of Customer’s products, services, or content. Customers are not granted the right to use our retail partners' logos in any form of communication, including but not limited to their websites, marketing materials, or promotional content. Any such use requires prior written approval from the relevant retail partner or an authorized representative.

12.2. Governing Law and Venue. This Agreement and any action related thereto will be governed and interpreted by and under the Swedish law, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Customer hereby expressly consents to the personal jurisdiction and venue in the state and federal courts located in Stockholm, Sweden for any lawsuit arising from or related to this Agreement.Customer may not bring any suit or action against Northfork for any reason whatsoever more than one (1) year after the cause of action accrued.

12.3. Export. Customer agrees not to export, re-export, or transfer, directly or indirectly, any software, technology or information forming a part of the Services or the Documentation in violation of any export control or other laws and regulations of Sweden or any other relevant jurisdiction.

12.4. Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

12.5. Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

12.6. No Assignment. Customer may not assign its rights or delegate any obligations hereunder without the express prior written consent of Northfork. Any assignment by Customer without the prior written consent of Northfork shall be null and void. Northfork may assign its rights or obligations hereunder without notice or consent; provided, however, that the Services shall continue to operate as specified in this Agreement. This Agreement shall insure to the benefit of each party’s permitted successors and assigns.

12.7. Force Majeure. Without limiting any other provision in the Agreement, Northfork, or any Northfork Party, is not responsible or liable to any Customer for delay or failure to perform its obligations hereunder in the event that any of Northfork or Northfork Parties’ operations or activities are affected by any cause or event beyond the sole and reasonable control of the applicable Northfork Party (as determined by such party in its sole discretion), including, without limitation, by reason of any acts of God, equipment failure, threatened or actual terrorist acts, air raid, act of public enemy, war (declared or undeclared), civil disturbance, insurrection, riot, epidemic, pandemic, fire, explosion, earthquake, flood, hurricane, unusually severe weather, blackout, embargo, labor dispute or strike (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slowdown, any law, rule, regulation, action, order, or request adopted, taken, or made by any governmental or quasi-governmental entity (whether or not such governmental act proves to be invalid), or any other cause, whether or not specifically mentioned above.

12.8. Independent Contractors. Each party’s relationship to the other party is that of an independent contractor, and neither party is an agent or partner of the other. Neither party will have, and will not represent to any third party that it has, any authority to act on behalf of the other.

12.9. Third-Party Beneficiaries. There are no third-party beneficiaries under the Agreement.

12.10. Notices. Where Northfork requires Customer to provide an email address, Customer is responsible for providing Northfork with its most current email address. In the event that the last email address provided to Northfork is not valid, or for any reason is not capable of delivering to Customer any notices required or permitted by the Agreement, Northfork’s dispatch of the email containing such notice will nonetheless constitute effective notice. Customer may give notice to Northfork at the following email address: legal@northfork.com. Notice shall be deemed to have been duly given on the first business day following successful email transmission to Northfork.

12.11. Beta/avant-garde Versions. From time to time, Northfork may make Beta/avant-garde Versions available to Customer subject to a non-transferable, non-sublicensable, non-exclusive, revocable right to access for testing and evaluation purposes, and Customer may choose to try such Beta/avant-garde Versions in its sole discretion and at its sole risk.  Notwithstanding anything to the contrary in this Agreement, (i) Northfork provides the Beta/avant-garde Versions on an AS-IS basis without any warranty, and Northfork disclaims all express or implied warranties to the maximum extent permitted by applicable law; (ii) Northfork has no obligation to provide support for Beta/avant-garde Versions; and (ii) Customer acknowledges that the Beta/avant-garde Versions may not be reliable, and Northfork shall not be liable for any damages arising from the use or inability to use the Beta/avant-garde Versions.  Customer’s use of the Beta/avant-garde Versions is subject to Service use restrictions in the Agreement, including Section 3.2.  Customer will provide Northfork with feedback on the Beta/avant-garde Versions upon request.   Northfork may unilaterally modify or discontinue the Beta/avant-garde Versions at any time without notice or liability to Customer (or not release commercially), and any final commercial versions may be subject to the payment of additional fees.

12.12. Entire Agreement and Order of Precedence. The General Terms, Service Level Agreement, Product Specification Document and Support Package Terms constitute the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. In the event of a conflict, the Agreement documents shall govern in the order of precedence stated in the preceding sentence. For clarity, the API Terms of Use separately apply to Customer’s access to and/or use of Northfork’s APIs and API documentation. Any terms and conditions that may be contained in any acknowledgement, invoice, purchase order or other Customer-provided form are specifically null and void. Except as otherwise set forth in the Agreement, no modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by an authorized signatory of Customer and Northfork.