Terms

ProdUp Terms of Service

Version: 5.1 Effective date: 29 April 2026 Last updated: 29 April 2026 Supersedes: Version 5.0 (21 April 2026)

These Terms of Service (the “Terms“) govern the use of the ProdUp platform and related services. They form a binding agreement between:

ProdUp AS, org. no. 827 655 872, Oslo, Norway (“ProdUp“, “we”, “us”, “our”), and

the business entity that registers for, subscribes to, accesses or otherwise uses the ProdUp platform (the “Customer“, “you”, “your”).

ProdUp provides a B2B SaaS platform for product data management and distribution, with a focus on the watch, jewelry and specialty retail industries in the Nordics and beyond. These Terms apply to all access to and use of the Platform, including trials, pilots, paid subscriptions and any services provided by ProdUp in connection with the Platform.

These Terms apply only to business-to-business relationships. The Platform is not offered to consumers.

If the parties have signed a separate master agreement, order form, data processing agreement or equivalent document that explicitly modifies these Terms, those documents apply in addition to, and in the case of conflict take precedence over, these Terms in the following order:

  1. Signed master services agreement or framework agreement
  2. Signed order form or subscription confirmation
  3. Data processing agreement
  4. These Terms
  5. Any other written documentation between the parties, including emails, proposals and specifications

A summary of changes from version 5.0 is included as an appendix at the end of these Terms.

1. Definitions

1.1 “Affiliate” means any entity that controls, is controlled by, or is under common control with a party, where “control” means ownership of more than 50% of the voting interests.

1.2 “Agreement” means the full contractual framework between the parties, consisting of these Terms together with any Order Form, DPA, pricing documentation, policies referenced by these Terms and any other written agreements.

1.3 “Aggregated Data” means data derived from Source Data, ProdUp Enhancements, Enriched Data or Platform usage that has been aggregated, de-identified or otherwise transformed so that it cannot reasonably be linked to the Customer, any Brand or any identifiable individual.

1.4 “Authorized User” means an individual the Customer permits to access the Platform under the Customer’s account, including employees, contractors, agency partners and other personnel.

1.5 “Brand” means any manufacturer, brand owner, importer, distributor or supplier whose product content is imported into, flows through or is distributed by the Platform at the Customer’s direction.

1.6 “Brand Content” means product content originating from a Brand, including product descriptions, specifications, technical data, photographs, renderings, videos, marketing copy and related materials, that is uploaded to, imported into or otherwise made available through the Platform by or at the direction of the Customer.

1.7 “Connected Store” means any webshop, marketplace, ERP, POS, PIM, DAM or other external system the Customer connects to the Platform for receiving, sending or synchronizing data.

1.8 “Customer Content” means content that is created by the Customer or independently licensed to the Customer outside the Platform, to which the Customer holds the underlying rights, including the Customer’s own product descriptions, local translations, prices, stock information and photographs the Customer has taken. Customer Content does not include Brand Content, ProdUp Enhancements, Enriched Data or Aggregated Data.

1.9 “DPA” means the data processing agreement entered into between the parties governing the processing of personal data.

1.10 “Distributed Content” means Source Data, ProdUp Enhancements and any combination thereof that has been published, syndicated, pushed or otherwise distributed from the Platform to a Connected Store or other destination.

1.11 “Enriched Data” means the structural and organizational layer ProdUp develops, maintains and applies within the Platform, including taxonomy, categorization, data models, schemas, specification templates, mapping logic, tagging systems, filtering logic, standardization rules, enrichment rules, normalization logic and semantic relationships. Enriched Data does not include Source Data itself or ProdUp Enhancements.

1.12 “Fees” means all amounts payable by the Customer under the Agreement, including subscription fees, usage fees, overages, professional services fees, onboarding fees and pass-through costs.

1.13 “Order Form” means the signed or otherwise accepted document, email confirmation or online order that specifies the Customer’s plan, Subscription Term, Fees, number of Connected Stores, number of Authorized Users and any additional commercial terms.

1.14 “Platform” means the ProdUp SaaS product in all its forms, including the web application, APIs, SDKs, connectors, admin tools, algorithms, documentation and any updates, enhancements, new features or replacements.

1.15 “ProdUp Enhancements” means the product-level outputs ProdUp generates or applies on top of Source Data, including cropped, resized or reformatted images, ProdUp-generated or AI-generated product descriptions and copy, product tags, attributes, metadata, variant structures and similar product-level outputs. ProdUp Enhancements do not include Source Data itself.

1.16 “Pre-Release Content” means Brand Content that has not yet been publicly released or commercially launched by the relevant Brand, that is subject to an embargo, launch date, release window or similar restriction, or that is marked, flagged or otherwise indicated as pre-release, embargoed, confidential or under similar restriction within the Platform.

1.17 “Source Data” means, collectively, Customer Content and Brand Content, being the underlying product data and content that is imported into, provided to or otherwise flows through the Platform.

1.18 “Subscription” means the Customer’s right to access and use the Platform under an Order Form.

1.19 “Subscription Term” means the initial term set out in the Order Form together with any renewal terms.

2. The Agreement and the parties

2.1 How the Agreement is formed

The Agreement becomes binding when any of the following occurs:

  • The Customer signs an Order Form or subscription confirmation
  • The Customer accepts an offer in writing, including by email or through clickwrap acceptance in the Platform
  • The Customer begins using the Platform after receiving access credentials
  • ProdUp starts onboarding, data import, integration or similar work at the Customer’s request
  • The Customer pays an invoice, deposit or other fee in connection with the Subscription

Electronic and clickwrap acceptance have the same legal effect as a handwritten signature.

2.2 Authority to bind

The Customer is responsible for ensuring that any person who orders the Subscription, accepts these Terms, approves deliverables, requests changes or otherwise interacts with ProdUp on the Customer’s behalf has the authority to bind the Customer. ProdUp may reasonably rely on owners, directors, managers, employees, e-commerce managers, store managers, agency partners and similar representatives as having that authority, unless ProdUp has received written notice to the contrary.

2.3 Credit review and insolvency

ProdUp may condition acceptance of an Order Form on a satisfactory credit review. If the Customer’s financial condition materially deteriorates after the Agreement is formed, including through payment default, bankruptcy filing, debt restructuring, receivership or similar event, ProdUp may require advance payment, security or a guarantee as a condition for continued service, and may suspend the Platform until that is provided.

2.4 Affiliates

The Customer may permit its Affiliates to use the Subscription, provided the Customer remains responsible for their compliance with these Terms as if they were the Customer. Use by Affiliates counts against the Customer’s plan limits.

3. Subscription, term and renewal

3.1 Plans and pricing

The Customer’s plan, Fees, number of Connected Stores, number of Authorized Users and other commercial terms are set out in the Order Form. Plan features, limits and inclusions are as described on ProdUp’s website at the time of the Order Form, unless the Order Form states otherwise.

3.2 Initial term

Unless the Order Form specifies otherwise, each Subscription has an initial term of 12 months, starting on the earliest of: the Order Form acceptance date, the first access date, the first production use date, or the first invoice date.

The Customer cannot cancel, downgrade, reduce the scope of or migrate away from the Subscription during the initial term, except with ProdUp’s written consent or on the grounds described in section 4.1.

3.3 Automatic renewal

At the end of the initial term and each renewal term, the Subscription renews automatically for successive 12-month terms on the pricing, plans and terms then in effect, unless either party gives written notice of non-renewal at least 60 days before the end of the current term.

Failure to give timely notice of non-renewal constitutes acceptance of renewal on the updated terms and pricing.

3.4 Downgrades treated as partial termination

The following are treated as partial termination of the Subscription and subject to the same notice periods and term commitments as full termination:

  • Downgrading to a lower plan tier
  • Reducing the number of Connected Stores below the level committed to in the Order Form
  • Removing modules, features or integrations
  • Migrating the primary data layer, master catalog or data distribution to another provider
  • Any other change whose practical effect is to reduce or wind down the Customer’s use of the Platform

The Customer may not use partial cancellations, technical disconnection, API throttling or similar measures to circumvent the commitments in the Agreement.

4. Termination

4.1 Termination by the Customer for cause

The Customer may terminate the Agreement on 30 days’ written notice if ProdUp materially breaches these Terms and fails to cure the breach within that period. Termination under this section entitles the Customer to a pro rata refund of prepaid Fees for the unused portion of the then-current term.

4.2 Termination by ProdUp for cause

ProdUp may terminate the Agreement or suspend the Subscription with immediate effect if:

  • The Customer fails to pay Fees when due and does not cure within 10 days after written reminder
  • The Customer materially breaches these Terms, including the acceptable use rules in section 8
  • The Customer becomes insolvent, enters bankruptcy, receivership, debt restructuring or similar proceedings, or is unable to pay its debts as they fall due
  • Continued service would expose ProdUp to legal, regulatory, security or reputational risk
  • A third-party license, integration or component necessary for the Platform becomes unavailable or commercially unviable and no reasonable substitute exists

4.3 Termination for convenience

ProdUp may terminate the Agreement for convenience with 90 days’ written notice, in which case ProdUp will refund a pro rata share of prepaid Fees for the unused portion of the then-current term.

The Customer may terminate for convenience only through non-renewal under section 3.3. The Customer has no right to early termination for convenience during a term.

4.4 Effect of termination

On termination, for any reason:

  • The Customer’s right to access and use the Platform ends
  • The Customer remains liable for all Fees accrued up to the effective date of termination
  • If termination is by ProdUp for cause under section 4.2, or by the Customer during a term other than under section 4.1, the full Fees for the remainder of the then-current term become immediately due and payable
  • All licenses granted to the Customer under section 9 end, except as expressly set out in section 10
  • The Customer’s deletion obligations under section 10 apply

5. Fees and payment

5.1 Fees and currency

The Customer will pay the Fees stated in the Order Form. All Fees are exclusive of VAT and other applicable taxes, duties and levies. Fees are invoiced in the currency stated in the Order Form, with NOK as the default.

5.2 Invoicing

Subscription fees are invoiced in advance, monthly or annually as specified in the Order Form. Usage-based Fees, overages and pass-through costs are invoiced in arrears for the period in which they were incurred.

5.3 Payment terms

Invoices are payable within 14 days of the invoice date, unless the invoice states otherwise.

5.4 Late payment and acceleration

If the Customer fails to pay an undisputed amount when due, ProdUp may, without further notice:

  • Charge interest at the statutory rate under the Norwegian Late Payment Interest Act
  • Charge reminder fees, collection costs and other recoverable charges under applicable law
  • Suspend access to the Platform under section 16
  • Withhold deliverables, exports, reports and other outputs
  • Require advance payment or security as a condition for continued service
  • Accelerate the remaining Fees for the current Subscription Term and declare them immediately due and payable
  • Set off amounts owed by ProdUp to the Customer against the outstanding balance
  • Refer the matter to collection or legal proceedings

Suspension or withholding does not relieve the Customer of the obligation to pay Fees that accrue during the period of suspension.

5.5 Invoice disputes

Invoice disputes must be raised in writing, with specific and reasoned objections, before the payment due date. Disputes raised after the due date are deemed waived, and the invoice is deemed accepted. The Customer must pay undisputed portions of a disputed invoice by the due date.

5.6 Taxes

The Customer is responsible for all taxes associated with the Fees, other than taxes on ProdUp’s net income.

5.7 Pass-through costs

Third-party license fees, connector fees, transaction fees, hosting overages and similar costs necessary to deliver the Platform may be passed through to the Customer, with or without an administration markup as specified in the Order Form or pricing documentation.

6. Price adjustments

6.1 At renewal

ProdUp may adjust Fees, plans, packages and pricing structure for each renewal term. Updated pricing will be communicated at least 60 days before the end of the current term, at the same time as the renewal notice.

6.2 During a term

During a Subscription Term, ProdUp may adjust Fees only to reflect:

  • Documented changes in third-party licensing, hosting or infrastructure costs that pass through to ProdUp
  • Changes in currency exchange rates of more than 10% affecting pass-through costs
  • Changes required by law, regulation or tax authority
  • Annual adjustments in line with the Norwegian Consumer Price Index (KPI), up to a maximum of the published CPI increase

6.3 Notice

Price changes taking effect during a term will be communicated at least 30 days in advance in writing. Continued use of the Platform after the effective date constitutes acceptance.

7. The Platform

7.1 What ProdUp provides

ProdUp provides the Platform on a subscription basis and will use commercially reasonable efforts to make it available, secure and functional in accordance with these Terms and the plan the Customer has subscribed to. Specific features and limits depend on the plan in the Order Form.

7.2 Evolution of the Platform

The Platform evolves continuously. ProdUp may add, modify, replace or remove features, provided that ProdUp will not make a material reduction to the core functionality of the Customer’s current plan during a paid term without giving the Customer either prior notice and a reasonable alternative, or a pro rata refund of Fees for the reduced functionality.

7.3 Availability

The Platform is provided on an “as available” basis. ProdUp will use commercially reasonable efforts to maintain availability but does not guarantee specific uptime, response time, throughput or performance unless a separate SLA is signed as part of the Order Form.

Scheduled maintenance will be communicated in advance where practicable. Emergency maintenance may be performed without prior notice to address security, stability or data integrity issues.

7.4 Beta and early-access features

ProdUp may offer features on a beta, preview or early-access basis. Beta features are provided “as is”, without warranties or SLAs, and may be changed, limited or discontinued at any time. ProdUp may collect additional usage data and feedback from beta features. The Customer uses beta features at its own risk.

7.5 Support

ProdUp provides standard Support during Norwegian business hours as described on its website and in the Order Form.

7.6 Third-party integrations and dependencies

The Platform connects to and depends on third-party services, including WooCommerce, cloud infrastructure providers, email providers, payment processors and connector partners. ProdUp is not responsible for outages, API changes, deprecations, pricing changes, feature removals or security incidents caused by third parties.

ProdUp may change underlying infrastructure, hosting, sub-processors or third-party integrations, provided this does not materially reduce the core functionality available to the Customer.

8. Customer obligations and acceptable use

8.1 Account security

The Customer is responsible for maintaining the confidentiality of login credentials and API keys, managing Authorized Users, all activity that occurs under its account, and notifying ProdUp promptly of suspected unauthorized access. Shared accounts are not permitted. Each Authorized User must have an individual login.

8.2 Cooperation

The Customer will cooperate in good faith with ProdUp to enable the service, including by providing product data, content, credentials and system access ProdUp reasonably needs, designating decision-makers and technical contacts, reviewing and approving onboarding artifacts within a reasonable time, and responding promptly to requests for clarification.

8.3 Source Data rights and legality

The Customer represents and warrants that:

  • It has all necessary rights, licenses and permissions to upload Customer Content to the Platform and to have it processed and distributed to its Connected Stores
  • For Brand Content the Customer provides or directs to the Platform, the Customer has obtained, and maintains in force, all necessary rights and licenses from the relevant Brand for use of that Brand Content in commerce, on its Connected Stores and in combination with ProdUp Enhancements and Enriched Data
  • Source Data does not infringe third-party rights or violate applicable law
  • The Customer is responsible for the accuracy, completeness and legality of Source Data as supplied

ProdUp does not verify the accuracy, quality or legality of Source Data and is not liable for errors, misstatements, pricing mistakes, stock discrepancies or regulatory violations that result from Source Data as supplied.

8.3.1 Brand authorization warranty

In addition to and without limiting section 8.3, the Customer specifically represents and warrants, on an ongoing basis throughout the Subscription Term, that:

(a) For each Brand whose content the Customer uploads to, imports into, or directs through the Platform, the Customer is an authorized retailer, distributor or licensee of that Brand under a written agreement that is in force at the time the relevant content is processed by the Platform;

(b) The Customer’s agreement with each such Brand does not prohibit, and the Customer has not received any written or oral instruction from the Brand that prohibits, the use of third-party service providers for product data management, the storage of Brand Content in third-party systems, or the cross-distribution of Brand Content to other authorized retailers of the same Brand through shared technical infrastructure;

(c) The Customer has, where required by its agreement with the Brand, notified the Brand of its use of ProdUp, or has determined in good faith that no such notification is required;

(d) The Customer will promptly notify ProdUp in writing if a Brand revokes the Customer’s authorization, instructs the Customer to cease using ProdUp, raises a claim or objection regarding the Customer’s use of Brand Content through the Platform, or asserts that the Customer’s distribution arrangement with ProdUp violates any agreement between the Customer and the Brand;

(e) On ProdUp’s written request, the Customer will provide reasonable evidence of the matters in (a) to (c), redacted as necessary to protect commercially sensitive terms, within 30 days of the request.

A breach of any of these representations is a material breach of the Agreement, and is expressly carved out from the limitations of liability in section 14.

8.4 Fair use and API limits

The Platform is a multi-tenant service. The Customer will comply with documented API rate limits, usage limits and fair-use policies. ProdUp may throttle or temporarily limit access if the Customer’s usage threatens Platform stability or performance for other customers.

8.5 Prohibited uses

The Customer and its Authorized Users will not:

  • Use the Platform in excess of documented limits or in a way that degrades performance for other customers
  • Attempt to access data, accounts or infrastructure that does not belong to the Customer
  • Reverse engineer, decompile, disassemble, scrape or copy the Platform, its code, its schemas, its APIs or its data structures, except to the extent this restriction is prohibited by mandatory law
  • Resell, rent, sublicense or make the Platform available to third parties without ProdUp’s written consent
  • Use the Platform for unlawful activity, including distributing infringing, defamatory or otherwise unlawful content
  • Upload malware, viruses, time bombs or other harmful code
  • Use the Platform in a way that violates applicable sanctions or export control laws
  • Use the Platform to build, operate or improve a competing product data management, catalog or distribution service

8.6 AI training and benchmarking prohibition

The Customer will not, and will not permit any third party to:

  • Use the Platform, Source Data as returned or enhanced by the Platform, ProdUp Enhancements, Enriched Data, Aggregated Data, API outputs, user interfaces, documentation or any other ProdUp materials to train, fine-tune, validate, evaluate or benchmark any machine learning model, large language model, foundation model, recommendation system or other AI system, whether owned by the Customer or a third party, and whether for internal use or commercial exploitation
  • Extract or derive features, embeddings, representations or weights from the Platform for use in any such system
  • Use the Platform to generate training data, synthetic data or labeled data for any such system

This restriction applies during and after the Subscription Term, and binds the Customer’s owners, founders, directors, employees, contractors, Affiliates, successors and assigns. The Customer may not circumvent this section by transferring data, materials, derivatives or know-how obtained from the Platform to any related entity, project, joint venture or future venture for use in training, developing, evaluating or marketing any AI system, recommendation engine, search index or product data management service that competes with the Platform.

8.7 Compliance

The Customer is responsible for its own compliance with laws that apply to its business, including consumer protection, product labeling, pricing, marketing, privacy and tax obligations on Connected Stores.

8.8 Insurance

The Customer will maintain, throughout the Subscription Term and for 24 months after termination, professional liability insurance and general commercial liability insurance with coverage of at least:

  • NOK 5,000,000 per claim and in aggregate, for plans below the Enterprise tier
  • NOK 15,000,000 per claim and in aggregate, for Enterprise tier plans

The required coverage must include claims by Brands and other third parties relating to intellectual property, content licensing, product data distribution and breach of distribution or licensing agreements, arising from the Customer’s use of the Platform.

On ProdUp’s written request, the Customer will provide a current certificate of insurance evidencing this coverage, within 30 days of the request. Failure to maintain insurance, or to provide evidence on request, is a material breach of the Agreement.

ProdUp may waive this requirement in writing, on a per-Customer basis, at its sole discretion. Waiver for one Customer does not constitute waiver for any other, and ProdUp may withdraw a waiver on 60 days’ written notice.

9. Rights in content and data

This section reflects the reality that product data in this industry originates from multiple sources. Brands own much of it. The Customer generates some of it. ProdUp structures, enhances and distributes it. Each type of content is treated on its own terms.

9.1 Customer Content

The Customer owns Customer Content. The Customer grants ProdUp a worldwide, non-exclusive, royalty-free license to host, process, store, transmit, display, back up, reformat and otherwise use Customer Content as necessary to provide the Platform, to deliver the services in the Order Form, to enforce the Agreement and to comply with applicable law.

9.2 Brand Content

Brand Content remains the property of the relevant Brand. ProdUp does not own Brand Content and does not hold any direct license from Brands in connection with the Platform.

Brand Content is processed by the Platform only because the Customer uploads it, imports it or otherwise directs it into the Platform. The Customer represents and warrants that it holds all necessary rights, licenses and permissions from the relevant Brand to use the Brand Content in commerce, to have it processed and enhanced by the Platform, and to distribute it, in combination with ProdUp Enhancements and Enriched Data, to the Customer’s Connected Stores.

The Customer grants ProdUp the licenses and permissions ProdUp needs to process Brand Content in order to deliver the service at the Customer’s direction, including ingesting, storing, structuring, enhancing, distributing and displaying Brand Content within the Platform and to the Customer’s Connected Stores. ProdUp acts as a processor and technical intermediary for the Customer in relation to Brand Content, not as a licensee of the Brand.

The Customer’s right to use Brand Content through the Platform ends when the Subscription ends. Continued use of Brand Content after termination is governed by the Customer’s own direct relationship with the relevant Brand. Section 10 sets out the Customer’s deletion obligations with respect to Brand Content that was received through the Platform.

9.2.1 Technical intermediary status

The parties acknowledge and agree, and the Customer accepts as a material term of the Agreement, that in relation to Brand Content:

(a) ProdUp acts solely as a technical intermediary and processor on behalf of the Customer;

(b) ProdUp does not exercise independent editorial control over Brand Content, and does not select Brand Content for inclusion in the Platform on its own initiative;

(c) Brand Content enters the Platform only because the Customer uploads, imports, connects, or otherwise directs it, expressly or through automated workflows the Customer has configured;

(d) Any distribution of Brand Content to a Connected Store occurs only on the express or configured instruction of the Customer that operates that Connected Store;

(e) Any normalization, structuring, enhancement or transformation of Brand Content within the Platform is performed at the Customer’s instruction and for the Customer’s benefit, even where the same enrichment work supports multiple Customers under section 9.10;

(f) ProdUp’s role with respect to Brand Content is analogous to that of a hosting provider, content delivery network, or technical service provider, and not that of a publisher, marketplace, retailer, or independent licensee of any Brand.

The Customer will not characterize ProdUp’s role differently in any communication with a Brand, regulator, court or other third party. On ProdUp’s reasonable written request, the Customer will confirm ProdUp’s intermediary status in writing, in a form ProdUp may share with a Brand or other third party.

9.3 ProdUp Enhancements

ProdUp owns all right, title and interest in ProdUp Enhancements, to the fullest extent permitted by law, including any copyright, database rights, trade secret rights and neighboring rights that exist in or arise from them.

To the extent any ProdUp Enhancement does not qualify for protection under copyright or similar law, the Customer’s use is nonetheless governed by the license granted in this section, and the restrictions in sections 9.3, 10.2 and 10.3 apply on a contractual basis regardless of whether the ProdUp Enhancement is separately protected by intellectual property law.

During the Subscription Term, ProdUp grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable license to use ProdUp Enhancements solely:

  • Within the Platform
  • For distribution to the Customer’s Connected Stores as part of Distributed Content
  • For the Customer’s ordinary internal business use

This license ends on termination of the Subscription, subject to the deletion obligations in section 10.

9.4 Enriched Data

ProdUp owns all right, title and interest in Enriched Data, including all intellectual property rights. Enriched Data is ProdUp’s confidential and proprietary information, whether created manually, algorithmically, through AI-assisted processes or otherwise.

The Customer receives only the indirect benefit of Enriched Data through its use of the Platform during the Subscription Term. The Customer is not granted any license or other right to Enriched Data outside the Platform.

9.5 Aggregated Data

ProdUp may generate, collect and use Aggregated Data, usage data, logs, analytics, telemetry and other Platform-generated data, including to:

  • Operate, maintain, secure, monitor and improve the Platform
  • Develop new features, including AI and machine learning features
  • Benchmark, analyze trends and produce industry insights
  • Train and improve ProdUp’s own proprietary models and systems
  • Publish aggregated reports, provided that no Customer, Brand or individual is identifiable

Aggregated Data is ProdUp’s property. The restrictions on Source Data do not apply to Aggregated Data.

9.6 The Platform

ProdUp owns all right, title and interest in and to the Platform, including source code, object code, APIs, data models, schemas, documentation, user interfaces, designs, trademarks, trade names, domain names, patents, copyrights and all derivative works and improvements. No rights are granted to the Customer except the limited rights expressly set out in the Agreement.

9.7 Feedback

If the Customer provides feedback, suggestions, feature requests, ideas or similar input regarding the Platform, ProdUp may use it without restriction, attribution or compensation. The Customer assigns all rights in such feedback to ProdUp, to the extent permitted by law.

9.8 Publicity and customer logos

ProdUp may identify the Customer as a customer of ProdUp in sales materials, presentations, investor materials and on its website, including by displaying the Customer’s name and logo. For more detailed use, such as case studies, written testimonials, quotes or press releases, ProdUp will obtain the Customer’s prior written consent, which will not be unreasonably withheld.

The Customer may opt out of logo use by written notice to ProdUp, effective within 30 days of the notice.

9.9 Pre-Release Content

To the extent Pre-Release Content is present on the Platform, the mere availability of that content through the Platform does not grant the Customer any right to publish, display, distribute, sell, advertise or otherwise make it public. Any such rights derive only from the Customer’s own direct relationship with the relevant Brand.

Before the Customer publishes, distributes or otherwise makes any Pre-Release Content public, the Customer will:

  • Confirm that the Brand has authorized the Customer to do so, in writing where practicable
  • Respect any embargo, launch date, release window or similar restriction imposed by the Brand
  • Respect any flag, label, date or instruction within the Platform that identifies content as pre-release, embargoed or confidential

ProdUp does not warrant or represent that Brand Content available through the Platform has been cleared for public use, or that it is free of embargoes, release restrictions, confidentiality obligations or other third-party constraints. The Customer is responsible for determining the release status of Brand Content and for obtaining any approvals required before using it commercially.

Breach of this section is a material breach of the Agreement. The Customer’s indemnity under section 15.2 expressly covers claims arising from premature, embargoed or unauthorized publication, distribution or other use of Pre-Release Content, including claims by the relevant Brand and by persons or entities under confidentiality arrangements with the Brand.

9.10 Cross-Customer enrichment

The Platform may apply to the Customer’s catalog ProdUp Enhancements and Enriched Data that have been developed in the course of serving other ProdUp customers, including data normalization, taxonomy alignment, attribute mapping, specification structuring and image standardization derived from work performed for other authorized retailers of the same Brand.

The Customer:

(a) Expressly instructs ProdUp to apply such enrichment to the Customer’s catalog as part of the service, and acknowledges that this instruction is a continuing instruction for the duration of the Subscription Term unless revoked in writing;

(b) Acknowledges that this enrichment is a core part of the Platform’s value, and a material part of the consideration for the Fees;

(c) Represents and warrants that the Customer’s authorization from the relevant Brand permits the Customer to receive Brand Content and ProdUp Enhancements through shared technical infrastructure operated by ProdUp, and to apply enrichment derived from work performed for other authorized retailers of the same Brand to the Customer’s own catalog;

(d) Acknowledges that ProdUp does not represent or warrant that the underlying Source Data used to develop ProdUp Enhancements was originally obtained with any particular form of authorization from any Brand. The Customer’s own authorization from the relevant Brand is the legal basis on which the Customer receives and uses the enriched output;

(e) Acknowledges that the Customer’s use of cross-Customer enrichment is at the Customer’s own risk in relation to the Customer’s relationship with any Brand, and that the Customer is responsible for confirming that its receipt and use of such enrichment is permitted under its agreement with the Brand.

Any claim by a Brand or other third party arising from the application of cross-Customer enrichment to the Customer’s catalog falls within the Customer’s indemnity under section 15.2.

10. Customer obligations on termination

The obligations in this section survive termination of the Agreement and are central to the allocation of rights and responsibilities between the parties. Because Brand Content is distributed through the Platform only on the basis of the Customer’s own license from the relevant Brand, and because the Customer’s right to use the Platform and its outputs ends on termination, the Customer is responsible for removing Brand Content, ProdUp Enhancements and related materials from its systems when the Subscription ends.

10.1 Customer export of Customer Content

Up to the effective date of termination, the Customer may export Customer Content through the export tools available in the Platform. Standard export formats are CSV and JSON. ProdUp is not obligated to provide additional export formats, migration tooling, data transformation or any other export assistance beyond the standard tools.

10.2 Customer’s deletion obligations after termination

Within 30 days after termination for any reason, the Customer will, at its own cost and without any obligation on ProdUp to assist:

  • Cease all use of the Platform and of any materials received through the Platform
  • Delete Brand Content that was received by the Customer through the Platform, from the Customer’s Connected Stores, backups, staging environments, archives and any other systems under the Customer’s control
  • Delete ProdUp Enhancements from all such systems, including cropped, resized or reformatted images, ProdUp-generated or AI-generated descriptions and copy, and tags, attributes and metadata added by ProdUp
  • Delete any Enriched Data structures or representations that were exported or replicated outside the Platform
  • Delete Distributed Content from any Connected Store or destination that is not covered by a direct, still-valid license from the relevant Brand to the Customer
  • Remove all references, citations and links to ProdUp from public-facing materials, except where factually required

10.3 What the Customer may keep

The Customer may retain and continue to use:

  • Customer Content the Customer independently created and to which the Customer holds the underlying rights, in the form in which it existed before it was combined with ProdUp Enhancements or Enriched Data
  • Brand Content for which the Customer holds a separate, still-valid license directly from the relevant Brand, independent of the Agreement, and that the Customer can obtain directly from the Brand without reliance on the Platform

The burden is on the Customer to show that retained content falls within this section. Where the Customer cannot show that retained content was independently created or independently licensed, the content is subject to the deletion obligation in section 10.2.

10.4 Confirmation of deletion

Within 45 days after termination, the Customer will, on ProdUp’s written request, provide a signed written confirmation by an authorized representative that the deletion obligations in section 10.2 have been completed. ProdUp may request such confirmation at any time within 12 months after termination.

Failure to provide confirmation when requested is, in itself, a material breach of the Agreement.

10.5 Deletion from backups

The Customer’s deletion obligations apply to active systems and to backups. The Customer will purge backups of Brand Content, ProdUp Enhancements and Enriched Data in the ordinary course of its backup rotation, and in any event within 12 months after termination.

10.6 No migration assistance

ProdUp has no obligation to assist the Customer in deletion, migration, data transfer, reformatting, successor-provider coordination, testing or any similar activity in connection with termination. If ProdUp, at its discretion, agrees to provide any such assistance, it is chargeable at ProdUp’s then-current rates and subject to ProdUp’s capacity.

ProdUp may refuse to provide migration assistance or extended exports to any successor provider that is a competitor of ProdUp, or where the exported materials would be used in breach of sections 8.5, 8.6, 9.3, 9.4 or this section 10.

10.7 Customer indemnity for failure to delete

The Customer will defend, indemnify and hold harmless ProdUp and its Affiliates against any third-party claim, including any claim by a Brand, arising from the Customer’s failure to comply with the deletion obligations in this section 10, including claims relating to continued distribution, display or commercial use of Brand Content, ProdUp Enhancements, Enriched Data or Distributed Content after termination.

10.8 ProdUp’s retention

After termination, ProdUp may retain:

  • Aggregated Data
  • Enriched Data in the form in which it exists within the Platform
  • ProdUp Enhancements in the form in which they exist within the Platform
  • Records necessary for ProdUp’s legal, tax, accounting, security and regulatory obligations
  • Routine system backups pending scheduled deletion

ProdUp will not use retained Customer Content or Brand Content to actively serve the Customer after termination.

11. Confidentiality

Each party (“Receiving Party“) will treat as confidential all non-public information it receives from the other party (“Disclosing Party“) in connection with the Agreement, including technical, commercial, financial, personal and strategic information, whether marked as confidential or not, where its confidential nature is reasonably clear.

The Receiving Party will:

  • Use Confidential Information only to perform the Agreement
  • Protect it with at least the same degree of care it uses for its own confidential information of similar importance, and in any event no less than reasonable care
  • Disclose it only to employees, contractors and advisors with a need to know and who are bound by equivalent confidentiality obligations

Confidentiality obligations do not apply to information that is or becomes publicly available through no fault of the Receiving Party, was already known to the Receiving Party without confidentiality obligations, is independently developed without use of Confidential Information, or must be disclosed by law or valid legal process, provided the Receiving Party gives prompt notice where legally permitted.

Confidentiality obligations continue for 5 years after termination, or indefinitely for information that constitutes a trade secret.

12. Data protection and security

12.1 DPA

Where ProdUp processes personal data on behalf of the Customer, the parties will enter into a DPA that meets the requirements of the GDPR and applicable national law. The Customer is the controller and ProdUp is the processor for such data. The DPA prevails over these Terms on matters of personal data processing.

12.2 Security

ProdUp will maintain a security program that includes commercially reasonable administrative, technical and physical safeguards appropriate to the nature of the data processed. This includes encryption of data in transit and at rest, access controls, logging, vulnerability management, incident response procedures and regular backups.

12.3 Sub-processors

ProdUp may engage sub-processors, including cloud infrastructure providers, email service providers and security vendors, to deliver the Platform. ProdUp will maintain a current list of sub-processors, available on request. ProdUp remains responsible for sub-processor compliance with the DPA. ProdUp will notify the Customer of material changes to the sub-processor list, and the Customer may object on reasonable grounds.

12.4 Data residency

ProdUp processes data primarily within the EEA. Processing outside the EEA, where it occurs, is subject to the transfer mechanisms set out in the DPA.

12.5 Security incidents

ProdUp will notify the Customer without undue delay after becoming aware of a confirmed security incident affecting Customer Content or Brand Content, in line with the DPA and applicable law.

13. Warranties and disclaimers

13.1 Warranties

ProdUp warrants that it will provide the Platform with reasonable skill and care, and that the Platform will substantially conform to its documentation during the Subscription Term. The Customer’s sole and exclusive remedy for breach of this warranty is for ProdUp to correct the non-conformity, or if correction is not commercially reasonable, to terminate the affected part of the Agreement and refund the relevant prepaid Fees on a pro rata basis.

13.2 Disclaimer

Except as expressly stated in section 13.1 and in any separate SLA, the Platform is provided “as is” and “as available“. ProdUp disclaims all other warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, uninterrupted or error-free operation, security against all threats, and compatibility with any specific Connected Store configuration or third-party product.

13.3 No guarantee of business outcomes

ProdUp does not warrant or guarantee specific business results from use of the Platform, including sales, revenue, conversion rates, search engine rankings, traffic, margins, return on investment, time savings, data quality on Connected Stores or commercial success. Any examples or statements about outcomes are illustrative only.

13.4 Source Data quality

ProdUp does not warrant the accuracy, completeness, currency or legality of Source Data. The Customer is responsible for verifying Source Data before relying on it for commercial purposes.

14. Limitation of liability

14.1 Cap on liability

Subject to section 14.3, each party’s total aggregate liability arising out of or relating to the Agreement, regardless of the form of action, is limited to the total Fees paid by the Customer to ProdUp in the 12 months immediately preceding the event giving rise to the claim.

14.2 Excluded losses

Subject to section 14.3, neither party is liable to the other for any indirect, incidental, special, consequential or punitive losses or damages, including lost profits, lost revenue, lost savings, loss of goodwill, loss of business opportunities, loss of data or content, loss of search engine rankings, loss of marketing performance data, or damages caused by third-party services.

14.3 Exceptions

The limitations in sections 14.1 and 14.2 do not apply to:

  • Willful misconduct, fraud or gross negligence
  • Breach of confidentiality under section 11
  • Breach of the Customer’s obligations under sections 8.3, 8.3.1, 8.5, 8.6, 8.8, 9.3, 9.4, 9.10 and 10
  • The Customer’s obligation to pay Fees
  • Liability that cannot be excluded or limited under applicable law
  • Indemnification obligations under sections 10.7, 15.2 and 15.5

14.4 Duty to mitigate

The Customer has an independent duty to take reasonable steps to limit its losses, including by maintaining its own backups of Customer Content, testing material changes in a staging environment where available, monitoring its Connected Stores for anomalies, and notifying ProdUp of issues promptly.

14.5 Time to bring claims

Any claim arising out of or relating to the Agreement must be brought within 12 months after the claimant knew or should have known of the facts giving rise to the claim, after which the claim is waived, except where applicable law requires a longer period. This limitation does not apply to claims by ProdUp under sections 10.7, 15.2 or 15.5, or to ProdUp’s right to enforce sections 8.3.1, 8.6, 8.8, 9.10 and 10, which may be brought within the limitation period under applicable law.

15. Indemnification

15.1 ProdUp indemnity

ProdUp will defend the Customer against any third-party claim alleging that the Platform, as provided by ProdUp and used in accordance with the Agreement, infringes that third party’s intellectual property rights, and will pay damages finally awarded or agreed in settlement.

If the Platform becomes, or in ProdUp’s reasonable opinion is likely to become, the subject of an infringement claim, ProdUp may, at its option and cost: (a) modify the Platform to make it non-infringing, (b) obtain a license to continue use, or (c) terminate the affected part of the Agreement and refund the relevant prepaid Fees on a pro rata basis.

This indemnity does not apply to claims arising from: Source Data, unauthorized use, modifications not made by ProdUp, combinations with products or services not provided by ProdUp, or continued use after notice of a claim.

15.2 Customer indemnity

The Customer will defend ProdUp and its Affiliates against any third-party claim arising from:

  • Source Data, including Brand Content the Customer provides or directs through the Platform
  • The Customer’s breach of section 8, including sections 8.3, 8.3.1 and 8.8
  • The Customer’s breach of section 9.9 (Pre-Release Content), including claims by Brands and by persons or entities under confidentiality arrangements with the Brand
  • The Customer’s breach of section 9.10 (Cross-Customer enrichment), including any claim by a Brand or other third party arising from the application of cross-Customer enrichment to the Customer’s catalog
  • The Customer’s breach of section 10 (also covered by section 10.7)
  • The Customer’s violation of applicable law
  • Content published to Connected Stores at the Customer’s direction
  • Claims by Brands or their licensees in connection with the Customer’s representations under sections 8.3 and 8.3.1, the Customer’s failure to delete under section 10.2, or the Customer’s breach of any agreement between the Customer and a Brand that the Customer entered into independently of ProdUp

The Customer will pay damages finally awarded or agreed in settlement.

Where a claim covered by this indemnity is brought against ProdUp in a jurisdiction other than Norway, the Customer’s indemnity covers ProdUp’s reasonable costs of defending in that jurisdiction, including local counsel, court fees, expert witnesses, translation, travel and related expenses, in addition to any damages or settlement amounts. The Customer may not refuse defense in a foreign jurisdiction on the basis that the Agreement is governed by Norwegian law and venued in Oslo. ProdUp will use reasonable efforts to challenge improper jurisdiction where doing so is consistent with effective defense, but is not required to do so where it would prejudice ProdUp’s position.

15.3 Process

The indemnified party will: notify the indemnifying party of the claim promptly, give the indemnifying party sole control of the defense and settlement (subject to the indemnified party’s right to counsel at its own expense), and provide reasonable cooperation at the indemnifying party’s expense. The indemnifying party will not settle any claim in a way that imposes a non-financial obligation or unindemnified liability on the indemnified party without its prior written consent.

15.4 Exclusive remedy

Subject to section 15.5, this section states the indemnified party’s exclusive remedy, and the indemnifying party’s entire liability, for third-party claims covered by this section.

15.5 Personal guarantee for owner-operated businesses

Where the Customer is a sole proprietorship, partnership, or a limited company with three or fewer beneficial owners, the individual owner or owners signing the Order Form on behalf of the Customer personally guarantee the Customer’s indemnification obligations under sections 10.7 and 15.2, jointly and severally, up to a cap of NOK 2,000,000 per individual.

The personal guarantee:

(a) Is a continuing guarantee that survives termination of the Agreement, and remains in force for any claim arising from the Customer’s acts or omissions during the Subscription Term, regardless of when the claim is brought, subject to the limitation period in section 14.5;

(b) Is independent of any limitation, suspension or discharge of the Customer’s primary obligations, including by reason of the Customer’s insolvency, bankruptcy, restructuring or dissolution;

(c) Is governed by Norwegian law and subject to the venue in section 21.3;

(d) Survives any change of ownership, sale of business or transfer of assets by the Customer, unless ProdUp consents in writing to a release of the guarantee.

ProdUp may waive the personal guarantee in writing, on a per-Customer basis, at its sole discretion. Waiver for one Customer does not constitute waiver for any other. ProdUp may make a waiver conditional on alternative security, such as evidence of insurance under section 8.8, advance payment of Fees, or a parent company guarantee.

The Order Form will identify the individuals subject to the personal guarantee. By signing the Order Form, those individuals confirm that they have read this section and accept the personal guarantee in their personal capacity, in addition to any signature on behalf of the Customer.

16. Suspension and take-down

16.1 Grounds for suspension

In addition to ProdUp’s other rights, ProdUp may suspend the Platform, in whole or in part, with notice where reasonably practicable, if:

  • The Customer has an overdue undisputed balance
  • The Customer is in material breach of the Agreement
  • There is a security risk, misuse, threat to Platform stability or actual or suspected unauthorized access
  • A regulator, court order, law or third-party supplier reasonably requires it
  • Continued access would materially risk harm to ProdUp, other customers, Brands or third parties

Suspension does not relieve the Customer of payment obligations. ProdUp will restore access as soon as practicable after the underlying issue is resolved. Reactivation after suspension for non-payment or breach may be subject to a reactivation fee and to additional security or advance payment.

16.2 Brand take-down requests

If ProdUp receives a written notice from a Brand, or from a person or firm reasonably appearing to act on behalf of a Brand, claiming that specific Brand Content within the Platform infringes the Brand’s rights, was provided to the Platform without the Brand’s authorization, or violates a restriction the Brand has placed on its use:

(a) ProdUp may, at its sole discretion and without liability to the Customer, suspend distribution of the affected content, remove it from cross-Customer enrichment under section 9.10, or both, within 5 business days of receipt of the notice;

(b) ProdUp will notify the affected Customer of the take-down notice and of any action ProdUp has taken or proposes to take;

(c) The Customer may, within 10 business days of ProdUp’s notice, provide written evidence of its authorization from the Brand to use the affected content, including the basis on which the Customer received the content and any written communication from the Brand confirming authorization;

(d) If the Customer provides satisfactory evidence, ProdUp may at its discretion restore distribution. If the Customer does not provide evidence, or if ProdUp in good faith doubts the sufficiency of the evidence, ProdUp may permanently remove the affected content from the Platform, including from any cache, backup or replicated location under ProdUp’s control;

(e) Take-down by ProdUp under this section is not a breach of the Agreement, and does not entitle the Customer to refund, compensation, termination or any other remedy;

(f) ProdUp’s decision to suspend or remove content under this section does not prejudice ProdUp’s right to seek indemnification from the Customer under sections 10.7 and 15.2 for any costs or claims arising from the underlying matter, including ProdUp’s costs of investigating, responding to and acting on the take-down notice;

(g) ProdUp may, but is not required to, communicate with the Brand regarding the take-down notice, and may share with the Brand the fact that the Customer is or was a ProdUp customer, the nature of the affected content, and ProdUp’s actions in response to the notice. ProdUp will not, in such communications, disclose the Customer’s confidential commercial information beyond what is reasonably necessary to address the notice.

If repeated take-down notices are received in respect of the same Customer, or if a take-down notice indicates a systemic issue with the Customer’s authorization to use Brand Content, ProdUp may treat the underlying matter as a material breach by the Customer of section 8.3 or 8.3.1, and may terminate the Agreement under section 4.2.

17. Non-solicitation

During the Subscription Term and for 12 months after termination, the Customer will not, directly or indirectly:

  • Solicit, recruit, hire or engage as a contractor any employee, contractor or consultant of ProdUp who has been materially involved in delivering the Platform or related services to the Customer
  • Cause or encourage any such person to leave their position with ProdUp
  • Engage any such person to deliver services similar to those delivered by ProdUp, whether as an employee, independent contractor, sole proprietor, consultant or through a legal entity

“Indirectly” includes actions through Affiliates, owners, intermediaries, agents or other parties acting on the Customer’s behalf. General job postings published to the public and not specifically targeted at ProdUp personnel, and unsolicited applications, are not a breach of this section.

A breach triggers a liquidated damages payment equal to 6 months’ gross salary or consulting fees for the person involved, as a genuine pre-estimate of ProdUp’s loss, without ProdUp having to prove actual damages. This payment is in addition to any other remedies available to ProdUp, including injunctive relief.

18. Force majeure

Neither party is liable for delay or failure to perform to the extent caused by events beyond its reasonable control, including natural disasters, war, armed conflict, terrorism, pandemic, government action, public health measures, power outages, large-scale internet or telecommunications outages, cyber attacks, strikes affecting the whole industry and third-party service failures.

The affected party will notify the other party promptly and use reasonable efforts to resume performance. Obligations are suspended for the duration of the force majeure event. Payment obligations that accrued before the event are not excused. If a force majeure event continues for more than 60 days, either party may terminate the affected part of the Agreement without liability.

19. Assignment

ProdUp may assign the Agreement, in whole or in part, to an Affiliate, to a successor in a merger, acquisition, reorganization or sale of all or substantially all of its assets or business, or to a financing party as collateral. The Customer may not assign the Agreement, in whole or in part, without ProdUp’s prior written consent. Any attempted assignment in breach of this section is void.

A change of control of the Customer, including through acquisition by a competitor of ProdUp, is treated as an assignment and requires ProdUp’s consent.

20. Changes to the Terms

ProdUp may update these Terms, the pricing documentation and related policies. Material changes will be communicated to the Customer’s registered contact by email, through the Platform or by other reasonable written means, and will take effect 30 days after notice.

Minor changes, clarifications, and changes required by law, regulator, security incident or third-party requirement may take effect immediately.

Continued use of the Platform after the effective date of a change constitutes acceptance. If the Customer does not accept a material change, it may terminate the Agreement within the notice period and receive a pro rata refund of prepaid Fees for the unused portion of the then-current term.

21. Governing law and disputes

21.1 Governing law

The Agreement is governed by the laws of Norway, excluding its conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods.

21.2 Escalation

Before initiating legal proceedings, the parties will attempt to resolve disputes in good faith by senior management discussion. The escalation begins when one party sends the other a written notice identifying the dispute, and runs for 30 days, unless the parties agree otherwise or one party reasonably requires immediate interim relief.

21.3 Venue

Disputes that cannot be resolved through escalation will be submitted to the exclusive jurisdiction of the ordinary courts of Norway, with Oslo District Court (Oslo tingrett) as the agreed venue. Either party may seek interim or injunctive relief in any court of competent jurisdiction.

21.4 Multi-jurisdictional defense

Where ProdUp is sued, joined as a party, or otherwise required to defend a claim outside Norway in connection with the Customer’s acts or omissions, including any claim by a Brand or its licensees in any jurisdiction:

(a) The Customer will, at ProdUp’s election, either assume the defense of that claim in the relevant jurisdiction at the Customer’s expense, or pay ProdUp’s reasonable costs of defending that claim, including local counsel, court fees, expert witnesses, translation, travel and related expenses, in accordance with section 15.2;

(b) The exclusive venue in section 21.3 applies as between ProdUp and the Customer for the purposes of allocating costs, indemnity and any other dispute under the Agreement, but does not limit ProdUp’s right to defend itself in the foreign jurisdiction where the claim is brought;

(c) The Customer’s obligation to indemnify and to bear defense costs under section 15.2 is not reduced or excused by the fact that the foreign jurisdiction is procedurally inconvenient, costly or unfamiliar to the Customer.

22. Miscellaneous

22.1 Entire agreement

The Agreement is the entire understanding between the parties on its subject matter and supersedes all prior agreements, proposals and representations. Pre-printed terms on purchase orders or other ordering documents issued by the Customer have no effect.

22.2 Notices

Notices to ProdUp must be sent to hei@produp.ai, with a copy by ordinary mail to ProdUp AS, Oslo, Norway, where required by law. Notices to the Customer will be sent to the contact registered on the account. Notices are deemed given when received by email, provided no bounce message is received.

22.3 Severability

If any provision of the Agreement is held invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision will be interpreted or modified to reflect the parties’ intent to the greatest extent permitted by law.

22.4 Waiver

A failure or delay in exercising a right under the Agreement is not a waiver of that right. Waivers must be in writing to be effective.

22.5 Independent contractors

The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, franchise or employment relationship.

22.6 Third-party beneficiaries

The Agreement does not create any third-party beneficiary rights, except for ProdUp’s Affiliates with respect to sections 10.7, 15.2 and 15.5. ProdUp may enforce the Customer’s obligations under sections 8.3, 8.3.1, 8.8, 9.10 and 10 in its own name, including where the underlying interests also benefit a Brand.

22.7 Language

These Terms are published in English. Translations into other languages are provided for convenience. In case of conflict, the English version prevails, except where mandatory local law requires otherwise.

22.8 Survival

Any provision of the Agreement that by its nature should survive termination does so, including sections 1, 4.4, 5 (with respect to accrued Fees), 8.3, 8.3.1, 8.5, 8.6, 8.8, 9, 10, 11, 13, 14, 15, 17, 19, 21 and 22.

22.9 Counterparts and electronic signatures

The Agreement may be executed in counterparts, including by electronic signature, each of which is an original and all of which together form one agreement.

By signing or accepting an Order Form, an individual identified as a beneficial owner under section 15.5 confirms that they accept the personal guarantee in that section in their personal capacity, in addition to any signature on behalf of the Customer.

Contact

ProdUp AS

Org. no.: 827 655 872

Oslo, Norway

Email: hei@produp.ai

Web: produp.ai

Appendix A: Summary of changes from version 5.0

This appendix is informational and does not form part of the operative Terms. Where a clause is summarized below, the operative text in the relevant section governs.

New clauses

  • Section 8.3.1 (Brand authorization warranty). Adds a specific, ongoing warranty from the Customer that it is an authorized retailer of each Brand whose content it processes, that its Brand agreement does not prohibit ProdUp’s involvement, that it has notified the Brand where required, that it will notify ProdUp of any Brand objection, and that it will provide evidence on request.

  • Section 8.8 (Insurance). Requires the Customer to maintain professional liability and general commercial liability insurance with minimum coverage of NOK 5,000,000 (standard plans) or NOK 15,000,000 (Enterprise), specifically covering Brand and IP-related claims. ProdUp may waive on a per-Customer basis.

  • Section 9.2.1 (Technical intermediary status). Codifies that ProdUp acts as a technical intermediary, not as a publisher or independent licensee, in relation to Brand Content. Requires the Customer to confirm this status to Brands and other third parties on request.

  • Section 9.10 (Cross-Customer enrichment). Establishes that the Customer expressly instructs ProdUp to apply cross-Customer enrichment to its catalog, warrants that its Brand authorization permits this, and accepts the risk of any Brand claim arising from such enrichment under section 15.2.

  • Section 15.5 (Personal guarantee for owner-operated businesses). Personal guarantee from owners of small Customers (sole proprietorships, partnerships, or limited companies with three or fewer beneficial owners) for indemnification obligations under sections 10.7 and 15.2, capped at NOK 2,000,000 per individual. ProdUp may waive on a per-Customer basis.

  • Section 16.2 (Brand take-down requests). Procedure for handling Brand take-down notices: ProdUp may suspend distribution within 5 business days, the Customer has 10 business days to provide evidence of authorization, repeated notices may be treated as a material breach.

  • Section 21.4 (Multi-jurisdictional defense). Confirms that the Customer’s indemnity covers ProdUp’s costs of defending in foreign jurisdictions, and that Norwegian governing law and venue do not limit ProdUp’s right to defend itself where a claim is actually brought.

Modifications to existing clauses

  • Section 8.6 (AI training and benchmarking prohibition). Extended to bind the Customer’s owners, founders, employees, contractors, Affiliates and successors, and to prohibit circumvention through related entities or future ventures.

  • Section 14.3 (Exceptions to liability cap). Updated reference list to include sections 8.3, 8.3.1, 8.8, 9.10 and 15.5.

  • Section 14.5 (Time to bring claims). Clarified that the 12-month limitation does not apply to ProdUp’s enforcement of indemnity and key compliance obligations.

  • Section 15.2 (Customer indemnity). Expanded to include explicit references to sections 8.3.1, 8.8 and 9.10, and to cover ProdUp’s costs of defense in foreign jurisdictions.

  • Section 22.6 (Third-party beneficiaries). Updated to include section 15.5 in the list of clauses ProdUp’s Affiliates may enforce, and to include sections 8.3, 8.3.1, 8.8 and 9.10 in the list of obligations ProdUp may enforce in its own name.

  • Section 22.8 (Survival). Updated reference list to include sections 8.3, 8.3.1 and 8.8.

  • Section 22.9 (Counterparts and electronic signatures). Added confirmation of personal guarantee acceptance on signature of an Order Form, supporting section 15.5.

Other changes

  • Reorganization of section 16 into “Suspension and take-down” with subsections 16.1 (existing grounds for suspension, unchanged in substance) and 16.2 (new take-down procedure).
  • Updated version number, effective date and supersession reference.
  • Added cross-references throughout to maintain internal consistency with the new clauses.

End of Terms of Service version 5.1.

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