Cooperation Agreement Hips

This cooperation agreement (the “Main Agreement”,"Service Agreement"), the general terms and conditions (the “GTC”) currently in force, appendices and, if any, addendums (together with the Main Agreement referred to as the “Agreement“) have been entered into between

(1) HIPS Payment Group Ltd (CRO 639131), St Mary’s Place, DUBLIN D07 P4AX, IRELAND and HIPS Betalservice AB (559114-1873 Strandgatan 1, 302 46 Halmstad, Sweden) together called "Hips" or "Service Provider", and (2) the entity or person (”merchant“,"the merchant",“you”, “your”, or “user”) who registered on the Hips Account page to receive certain payment, analytics and benchmarking, and other business services that may be offered by Hips and its affiliates (each, a “Service”). This Agreement describes the terms and conditions that apply to your use of the Services.

Hips and the Merchant may in this Agreement individually be referred to as a “Party“ and jointly as the “Parties“.

1. Background and scope of the cooperation

Hips Checkout is Hips’s checkout solution for online shops which includes a number of payment options (“Hips Checkout”). The payment options included in Hips Checkout (the “Payment Options”) include both products provided by Hips itself, such as Invoice and Part Payment, as well as payment options offered via third parties (“Third Party Payment Option Provider”), such as debit/credit card (Visa and Mastercard) and direct banking. The Payment Options offered vary from country to country and may change from time to time. The Merchant operates an E- store(s) from the abovementioned web addresses/URLs (the “E-store”). The Merchant can integrate Hips Checkout into its E-store or any other purchase channels that may have been agreed between the Parties and thereby enable the Merchant’s customers to pay via Hips Checkout. The Parties hereby agree to include Hips Checkout and, consequently, the from time to time available Payment Options into the E-store or any other agreed purchase channels for the countries specified in Appendix 2 (the “Services”), and commit to cooperate in order to prepare and provide the Services.

2. Purchase via Hips Checkout

The purchase by a customer via Hips Checkout is conducted as follows: A customer who intends to use one of the Payment Options in connection with a purchase in the E-store or through other agreed purchase channels enters Hips Checkout after choosing which goods or services to purchase. The customer is then asked to provide certain information in Hips Checkout (e.g. E-mail address and postal code). Based on this information, Hips Checkout assesses whether any additional information might be required in order to finalize the purchase and what Payment Options will be available to the customer. Hips Checkout may also use external credit information or other information about the customer. After finalization of this assessment, the customer is offered suitable Payment Option(s) and then finalizes the purchase via one of these Payment Options (such customer is hereinafter referred to as a “Customer”).

3. Acquisition of claims by Hips

Upon finalization of the purchase by the Customer a reservation for the respective amount is made in Hips’s business transaction system (“Hips’s Order Handling System”) to which Hips grants the Merchant access in order to provide the Services. Hips undertakes to acquire the Merchant’s claim against the Customer or the claims of the Merchant towards Third Party Payment Option Providers arising out of such purchase (together referred to as the “Claim”) depending on the Payment Option used and subject to the terms and conditions set out in this Agreement. Hips acquires the Claim upon the Merchant’s activation of the Claim in Hips’s Order Handling System which is to be made on the day when the goods are shipped or when the services are performed or as otherwise agreed between the Parties (“Activation”). The shipment of the goods/performance of the services is to be made as close to the date of the order as possible and within the timeframe communicated to the Customer in connection with the order. The Activation may not be made later than 14 days after the order has been placed. Upon acquisition of the Claim, Hips pays to the Merchant a settlement in accordance with clause 4 below. The relationship between Hips and the Customer is regulated between Hips and the Customer.

4. Payments and service charges

Hips pays to the Merchant, after deduction of Service Charges (as defined below) and other claims Hips may charge under this Agreement, the amount of the acquired Claims once per week according to the following schedule: For Claims that Hips acquires during week 1, the payment to the Merchant will be made week 3. For Claims that Hips acquires during week 2, the payment to the Merchant will be made week 4, etc. The weekly period for which payments are made can differ from country to country. All transactions that are subject to currency exchange will be delayed 3 banking days and exchanged with current markup fees (see hips.com/pricing for current fees and markups). Merchant’s remarks against payment must be made within 30 days of payment to be considered. Payments are made to the bank account specified in Appendix 2. Each Party bears its own bank transfer costs (if any). For providing its Services, Hips is entitled to charge the prices and fees agreed upon in the country specific Appendix 2 (the ”Service Charges”). A merchant will be considered dormant if they have not processed any transactions the last executive 90 days. Hips reserves the right to apply a fee for dormant merchants, which will be withdrawn from possible outstanding funds: day 1-30, 1 €/day; day 31-, 300€/day. No additional fees will be charged from the Merchant by Third Party Payment Option Providers for the respective Payment Option. Any Service Charges and other claims Hips may have under this Agreement are quoted excluding VAT where VAT is applied.

5. Specific conditions for Hips Checkout

The rights and obligations of the Parties are set out in detail in the GTC, which are attached hereto as Appendix 1 and are provided to the Merchant on request. In addition, the specific Third Party Payment Option Provider conditions attached hereto as Appendix 3 apply in relation to Hips Checkout. In case of conflict between this Agreement and Appendix 3, Appendix 3 will prevail.

6. Agreement period

This Agreement is effective as of the day when the following three conditions are fulfilled (the “Start Date”): 1) The Merchant has signed the Agreement; 2) Hips’s risk department has consented to the Agreement (Hips reserves the right to perform financial and other controls on the Merchant, including its owners and other key individuals, applying for or having access to use Hips Checkout); and 3) The Merchant has provided the anti-money laundering information that Hips has requested. As of the Start Date, the Agreement has an initial term of twelve (12) months. Thereafter the Agreement will be prolonged automatically for successive periods of twelve (12) months unless terminated by either Party at the latest one (1) month before expiry of the respective term.

The Agreement constitutes the entire agreement between the Parties in relation to Hips Checkout and supersedes and replaces all prior oral or written representations or agreements between the Parties on the subject matter or parts hereof.

General Terms & Conditions for Cooperation (Appendix 2)

Agreements

The general terms and conditions set out below are referred to as the “GTC” in the Main Agreement, and, together with the Main Agreement and its appendices and, if any addendums, the GTC are referred to as the “Agreement”. Definitions and expressions used in the Main Agreement shall, unless specifically stated otherwise, have the same meaning in the GTC.

1. Hips’s General Responsibilities

a) Hips is responsible for all credit control, financing, administration and customer service in respect of the Services. In relation to acquired Claims, Hips will handle the collection and any administration.

b) Hips bears the credit risk and the fraud risk for the Claim, except for the cases listed in section 3. In cases where Hips bears the fraud risk, Hips will compensate the Merchant with the full amount of the Claim excluding VAT.

c) Hips provides the terms and conditions and information to be disclosed by the Merchant regarding Hips’s Services in relation to Customers before, in connection with and after the purchase (the “Customer Terms and Information”). Hips may, at its own discretion, change the Customer Terms and Information and any other Customer related material (such as contracts, forms or information regarding the Services). Hips ensures that Customer Terms and Information are in conformity with any applicable laws and regulations.

d) Unless otherwise agreed, Hips will, after having received an electronic notification thereof from the Merchant, send invoices to the Customers via E-mail. In relation to Hips Checkout, invoicing and other payment related notices to the Customer will always be made by Hips. Regardless, Hips always decides in its own discretion on any information sent/ contained on the invoices and other payment related notices.

2. Merchant’s General Responsibilities

a) The Merchant shall present and market the Services by displaying Hips ́s logotype and – in case of Hips Checkout – as requested by Hips, the logotypes of Third Party Payment Option Providers from the landing page and onwards in the E-store. In relation to other marketing activities which include a reference to Hips or the Services, the Merchant shall coordinate such activities with Hips in advance by contacting Hips at marketing@hips.com. When marketing and using the Services, the Merchant will observe and abide to any applicable laws and regulations and other provisions and guidelines issued by any public authority.

b) The Merchant undertakes to follow the instructions of Hips regarding the integration of the Services (e.g. in Hips’s integration guidelines which can be found under https://developers.Hips.com/en, the “Integration Guidelines”) and ensures that it at all times maintains the technical requirements needed on its part to enable the use of the Services. c) The Merchant shall provide Hips with information that Hips needs in order to provide the Services e.g. information needed by Hips in order to identify the Customer.

d) The Merchant shall provide the Customer with the Customer Terms and Information and ensures that the Customer confirms that these are accepted. Details are described in the Integration Guidelines. Furthermore, the Merchant is obliged to display the address of its permanent establishment, its privacy policy in the E- Store and an active customer service E-mail address and a customer service telephone number in the E-Store.

e) The Merchant is not entitled to use its own invoice forms in relation to Customers. f) The Merchant has to ensure compliance with the Access Management Requirements in relation to the Merchant’s unique log-in details to Hips’s Order Handling System. The Merchant is responsible for any actions taken when the log-in details are used. The Merchant is not entitled to use the reservation option in Hips’s Order Handling System solely for credit checks without having the intention of subsequently transferring the Claim to Hips.

3. Claim Returns

Hips has the right to return Claims to the Merchant as per the following, and thereby also has the right to be refunded: (a) Claims where delivery of the goods or services has not been carried out at all, has been unreasonably delayed or has been carried out to an address other than one approved by Hips at the time of the respective purchase.

(b) If the Customer has a right to set off on account of counterclaim against the Merchant or a right to discounts or other deductions. (c) If there is a dispute or contestation between the Merchant and the Customer regarding the Claim and such dispute or contestation is not based on a mere unwillingness or inability to pay. A dispute may be e.g. when the goods or services are alleged to be faulty or not delivered in full.

(d) Claims which relate to a natural or legal person who may reasonably be considered to share a financial interest with the Merchant, including, but not limited to, a company affiliated to the Merchant, owners or an employee of the Merchant and/or such affiliated company. This sub-section (d) merely applies if the Merchant has less than thirty (30) employees.

(e) Claims in relation to which a Customer acquires cash (e.g. currency exchange), checks or other money orders. (f) Claims where the Merchant or the Customer in connection with the placement of the order has not provided Hips with the Customer’s IP-address, complete goods list, telephone number and E-mail address. For Hips Checkout this does not apply as far as the Merchant has integrated Hips Checkout as requested by Hips.

(g) Claims where the Merchant has not complied with Hips’s from time to time applicable Shipping Policy, as well as Claims relating to goods/services which cannot be delivered in accordance with such Shipping Policy (e.g. digital downloads). This merely applies where the Customer insists not having made the order or insists not having received the goods, or if it is otherwise unclear who has received the goods/services. (“Shipping Policy”).

(h) Claims where the Merchant does not meet the requirements under section 4 and 5 below, or where the Merchant in connection with invoicing, Activation or otherwise breaches the Agreement. (i) Claims where the Customer has used its lawful right to regret/cancel its purchase and/or its agreement with Hips, or where the Merchant has extended to the Customer a right to return the goods or services in excess of what is stipulated in applicable mandatory laws.

(j) Claims in relation to which the Merchant is imposing terms and conditions in relation to Customers which deviate from the terms and conditions provided by Hips or if the Merchant has agreed terms with the Customer that deviate from what has been communicated with Hips. In the event of return of a Claim, loss of interest or other costs may arise, for which Hips has the right to compensation. Currently Hips charges the Merchant for Claims in reminder status SEK 10, for Claims in debt collection status SEK 50 and for Claims in bailiff status SEK 300. Hips may also be entitled to compensation under other provisions of this Agreement. In the event of a return, Hips retains the Service Charges. If Hips at the time of the return already has received payment for the Claim from the Customer or a third party, Hips is entitled to repay those amounts to them.

4. Responsibilities of the Parties in relation to Claims

(a) The Merchant may not without Hips’s written consent enter into an agreement or arrangement with any third party regarding the purchase, pledging or payment of Claims, nor any other arrangement which restricts the right to transfer the Claims. The Merchant may not conclude agreements with Customers in other countries than those contractually agreed or in other currencies than those that apply to the respective countries.

(b) If payment is made directly by the Customer or a third party to the Merchant, this shall immediately be registered in Hips’s Order Handling System or be communicated to Hips in any other appropriate way. The Merchant has to immediately transfer the amount to Hips and specify what the payment refers to. Alternatively, the Merchant’s debt to Hips may be settled by a retransfer of the Claim.

(c) After acquisition of a Claim by Hips, the Merchant may only agree to such arrangements with the Customer which can be registered in Hips’s Order Handling System or through the agreed upon integration setup used by the Merchant. The Merchant has to inform Hips immediately if the Merchant has agreed with the Customer on a return of goods/service or a reduction of the purchase price, or if the Customer has used its return/revocation rights provided by law. A reservation shall be cancelled immediately if the goods or services are unavailable.

(d) The Merchant shall answer Hips’s questions regarding Claims without undue delay. The Parties shall in particular inform each other if a Customer disputes the obligation to settle the Claim. The Merchant undertakes to handle complaints promptly and correctly. The Merchant has to inform Hips if a complaint has not been solved within one (1) month after receipt.

(e) In relation to Hips Checkout, the Merchant is not entitled to impose any fees or otherwise a higher price for goods or services on the basis that the purchase is made through Hips Checkout, or, to act discriminatory towards Hips in any other way. Unless otherwise agreed, this also applies to any other transaction where a Customer has chosen any of Hips’s Payment Options without the use of Hips Checkout.

(f) The Merchant is responsible for the fulfillment of its obligations under its contractual relationship with the Customer and/or under any applicable law. The Merchant is not entitled to use the Services in relation to transactions which are deemed illegal under any applicable law or which violate Hips’s from time to time applicable ethical instructions, or – in case of Hips Checkout – any Third Party Payment Provider Instructions.

(g) The Parties agree that together with the Claim also all securities related to the Claim shall be transferred to Hips, such as for example any retention of title in the goods delivered. In case of a retransfer of a Claim, any such transferred security will also be retransferred.

5. Specific conditions concerning purchases and handout of goods in physical stores

Unless otherwise agreed with Hips, the Merchant is not entitled to use the Services for the sale of goods in physical stores. The Merchant is neither entitled to accept the return of goods in its physical store(s). Goods purchased via the Services can be handed out to Customers in physical stores of the Merchant provided that the Merchant follows the instructions provided in Hips’s shipping policy for the respective country.

6. Credit limit

Hips will at its own discretion set a credit limit for each Customer. Hips reserves the right to change such credit limit at any time.

7. Module Support

Hips aims to support all modules and API’s that the Merchant uses to connect to Hips’s Order Handling System. However, as technology progresses, Hips reserves the right to decide in its sole discretion which modules and API’s to support. If Hips at some point cancels support of a certain module or API, Hips will first provide a notice of one (1) year. Information on which modules and API’s Hips supports can be found at http://developers.Hips.com/en.

8. Duty to inform

For, inter alia, anti-money laundering (“AML”) purposes, the Merchant shall immediately inform Hips: (a) regarding circumstances concerning the Merchant and its owner, which may be of significant importance for assessment of the Merchant’s financial status; (b) about changes relating to the Merchants address, its management, its board or AML relevant changes to the ownership structure; (c) if there are any material changes with regard to the type of products or services offered by the Merchant or if the name under which the Merchant conducts its business is changed; or (d) if there are any other material changes relating to the Merchant or its activities.

9. Termination

Each Party has the right to terminate the Agreement with immediate effect if: (a) the other Party materially breaches any provision of the Agreement;

(b) the other Party repeatedly or continuously fails to meet its obligations under the Agreement and does not upon the other Party’s request remedy such failure within the time frame given by such other Party;

(c) the other Party has provided incorrect or misleading information, or has concealed circumstances of importance; or

(d) the other Party’s financial situation is significantly deteriorated.

In addition, Hips has the right to terminate the Agreement if:

(e) the Merchant offers services or goods that violate Hips's from time to time applicable Ethical Instructions; or (f) Hips suspects a breach of the Agreement, and the Merchant does not, without undue delay, provide such reasonably requested information that is of importance in order to determine whether the Merchant has breached the Agreement. In case Hips terminates this Agreement under this section 9, Hips has the right to, after deduction of the Service Charges or any other charges which Hips is entitled to claim under the Agreement, return to the Merchant all unsettled Claims that have been acquired and to claim a refund. The Merchant is aware and accepts that the Payment Options included in Hips Checkout may change from time to time and that Hips may remove single Payment Options at any point in time, e.g. due to a request of a Third Party Payment Option Provider.

10. Right to retain payments/ Set-off

(a) In the event of termination by one of the Parties, Hips reserves the right to retain further payments to the Merchant and instead undertake a final account and payout after Hips has checked the status of the outstanding Claims and the deadline for returns has passed.

(b) Hips may temporarily retain payments corresponding to the amount of damages/increased risks which might be incurred by Hips if the Merchant materially or, after a warning, repeatedly fails to meet its obligations. The same applies if the Merchant’s sales through Hips show a significantly elevated level of returns or complaints in comparison to the Merchant’s historic figures. Prior to withholding funds in accordance with this sub-section (b), Hips undertakes to inform the Merchant as to the reason why funds will be withheld.

(c) Hips may temporarily retain payments corresponding to the amount of damages/ increased risks if Hips reasonably suspects that the Merchant’s financial situation has deteriorated significantly. Hips may retain such payments until the Parties have agreed on a solution to mitigate the risk or until the Merchant has provided adequate proof of a sound financial situation. In connection with withholding funds in accordance with this sub-section (c) Hips undertakes to inform the Merchant as to the reason why funds will be withheld.

(d) Hips may, in its own discretion, offset any amounts owed to the Merchant against any claims Hips may have against the Merchant.

11. Force majeure

If the Parties are prevented from fulfilling their obligations under this Agreement due to circumstances which the Parties have no control over - e.g. lightning strike, fire, changed legal provisions or regulations provided by authorities, intervention by authorities, strike, communication or transport disruptions, changes in exchange rates or natural disasters - the Parties shall be released from its liabilities until the circumstance given rise to the Parties’ inability to fulfill their respective obligations no longer exists. This section 11 shall be viewed in the light of Hips having a redundant system with geographically dispersed server sites. If a Party is prevented to fulfill its obligation for a longer period than 30 days due to any such circumstance mentioned above, the Parties shall have the right, without being liable to pay compensation, to terminate the Agreement with immediate effect.

12. Liability

If a Party does not fulfill its obligations under this Agreement, the other Party shall be entitled to claim damages. Each Party’s annual liability to pay any compensation or similar under this Agreement is limited to the greater of (i) an amount corresponding to the Service Charges paid or payable by the Merchant to Hips in the twelve (12) months immediately preceding any claim or (ii) EUR 5,000. Neither Party is liable for unforeseeable damages or damages atypical for the Agreement, and particularly not for indirect or consequential damages.

Notwithstanding the above, the Merchant has to fully indemnify Hips from and against any losses, claims or damages (including, but not limited to, fines and penalties) arising out of the failure to fulfill its information obligations in relation to the Customers. Additionally, the Merchant’s liability in relation to any amounts or claims relating to a return of a Claim under section 3 or 9 shall not be subject to the above stated limitation of liability.

In relation to Hips Checkout, the Merchant also has to fully indemnify Hips from any fines, penalties or any other claims imposed by a Third Party Payment Option Provider due to (i) circumstances which form a breach of this Agreement (e.g. the failure to comply with the Third Party Payment Option Provider Instructions), or (ii) a significantly elevated chargeback level compared to average market levels.

13. Communication

Notice of termination or any other correspondence under this Agreement shall be made in writing by letter, fax or E-mail to the contact details provided in the Main Agreement or as agreed otherwise in writing. E-mails to Hips shall be sent to the following E-mail address: sales@hips.com.

14. Amendments to the Agreement

Amendments to this Agreement require written form (letter, fax or E-mail). Hips is entitled to unilaterally change any conditions of this Agreement, provided that Hips notifies the Merchant of the changes at least 30 days in advance. In such cases, the Merchant is entitled to terminate the Agreement with a 30 days’ notice period. Such notice of termination shall be issued not later than 60 days after the Merchant receives the notification of amendment.

15. Transfers

Neither Party may transfer its rights and obligations under the Agreement without the other Party’s prior written consent. Notwithstanding the foregoing, Hips has the right to transfer, pledge or in any other way dispose over the Claims without the Merchant’s consent. Hips is entitled to engage subcontractors in order to provide its Services.

16. Confidentiality

The Parties undertake, during the term of this Agreement and for a period of two (2) years thereafter, not to disclose Confidential Information to any third party without the other Party’s written consent. "Confidential Information" means any information, in whatever form, disclosed or provided by one Party to the other party (the “Receiving Party”) in the context of this Agreement. Non-confidential information means any information which (a) is or becomes generally available to the public other than as the result of a disclosure by the Receiving Party; (b) the Receiving Party can show that it already had in its possession before it was received; (c) information which the Receiving Party is obliged to provide in accordance with any applicable laws, court order or decision by a governmental authority; or (d) information which the Receiving Party has received from a third party without being bound by confidentiality in relation to it. For the avoidance of doubt, Confidential Information also refers to third party information of technical, commercial or other nature unless there are objective and reasonable grounds to assume that such information is non- confidential. This provision applies to any information relating to third parties that the Merchant obtains when using Hips’s Order Handling System or when communicating with Hips, and where it is clear that the dissemination of the abovementioned information is not desired by third parties. Hips is entitled to share Confidential Information with subcontractors, external advisors and other companies within the Hips Group provided that such parties are subject to confidentiality obligations corresponding to those under this Agreement.

17. Data protection

Controller of Personal Data (a) Handling of Customer data The Parties agree and acknowledge that they will both be independently acting as data controllers in respect of personal data processed by them respectively pursuant to the Agreement, and that Hips will be data controller in respect of any data received from Customers. Both Parties agree to comply with applicable privacy laws in respect of personal data processed pursuant to the Agreement. If, and to the extent that, a Party processes personal data on behalf of the other, the Parties shall in good faith discuss and agree upon a separate data processing agreement.

(b) Handling of Merchant contact data Hips will electronically process personal data pertaining to the contact persons of the Merchant, such as contact information, in order to provide the Merchant with the Services and to administer the business relationship with the Merchant. The data may also be used for statistical analysis and business reporting purposes, during fraud investigations and to comply with applicable laws and regulations. Hips may disclose the information to other companies within the Hips group, which may also use the information for the purposes described herein. The data may be transferred outside the EU/EEA area to states that do not have the same level of protection of personal data. Hips is committed to protecting personal data and will put in place adequate safeguards in order to protect the data. Registered persons have upon written request the right of access to the data related to them. They also have the right to rectify such data. Further information may be obtained by contacting the controller of the data at dataprotectionofficer@hips.com or at the registered address stated above.

(c) Handling of Merchant contact data for marketing purposes Hips may use Merchant contact data in order to send Newsletters, to conduct product surveys, to advertise similar products or services of Hips and for event invitations. Hips is entitled to submit data of the Merchant including its contact persons to companies within the Hips Group which are entitled to use the data for the purpose described above, to the extent permitted by law. The recipient of such advertising can opt out from receiving further marketing communication by contacting dataprotectionofficer@hips.com.

BY PROVIDING PERSONAL DATA ABOUT OTHER PERSONS THE MERCHANT CONFIRMS THAT IT HAS CONSENT TO DISCLOSE SUCH DATA AND FOR THE DATA TO BE USED FOR THE PURPOSES AND IN THE WAYS DESCRIBED IN (b) AND (c).

18. IP rights and know-how

Hips retains all ownership and intellectual property rights to anything developed by Hips and provided to or accessed by the Merchant under the Agreement. The Merchant’s use of Third Party Payment Option Providers’ trademarks, whether registered or not, does not entail any transfer of ownership, rights or copyrights. After termination of the Agreement or the removal of a certain payment method, the Merchant undertakes to immediately remove all respective logotypes and similar of Hips and/or of any Third Party Payment Option Provider specifically relating to such payment method. This does not apply if the Third Party Payment Option Provider entitles the Merchant to continue the use of its logotypes. Hips is entitled to refer to the Merchant as user of the Services in marketing, sales or similar material.

19. Exclusivity

a) In relation to the provision of single payment methods: In relation to all sales to customers in the E-store and other agreed purchase channels against invoice, credit arrangement or any other service similar to the Services agreed with Hips, the Partner will exclusively offer the Services agreed with Hips. Example: In case this Agreement merely covers provision of Invoice, the Merchant is not entitled to offer invoice via any other provider or on its own, but is allowed to offer a service similar to Part Payment and other payment options via external providers or on its own. b) In relation to the provision of Hips Checkout: The Merchant undertakes to ensure that all its sales via the E-store or any other purchase channel agreed between the Parties are made through Hips Checkout. Notwithstanding the foregoing, the Merchant is allowed to carry backup/ failover solutions.

20. Governing law and jurisdiction

This Agreement is governed by the laws Sweden. Any dispute or controversy under or relating to this Agreement shall be settled by the District Court of Stockholm (Sw. Stockholms Tingsrätt) as first instance.

21. Severability clause

Should a provision of this Agreement become invalid or unenforceable, this will not affect the other provisions and the validity of this Agreement. Instead of the invalid or unenforceable provision, the Parties shall decide on a wording that comes as close as possible to the commercial meaning and purpose of such provision.

22. Rolling Reserve

The merchant expressly understands and acknowledges that Hips may for security reason and chargeback protection retain a rolling reserve balance withheld up to 180 days. Notwithstanding anything to the contrary in this Agreement, it is expressly acknowledged and understood that Hips may at any time, without written notice to the merchant, amend or modify the terms, provisions and conditions in this, that no such notice shall be required in connection with amendments or modifications that (I) increase the Reserve Percentage in an amount that Hips reasonably deems appropriate to create sufficient additional reserves for that purpose; and/or (II) suspend any repayment of the Reserve Balance under this Agreement until Hips reasonably determines that the total amount of the Reserve Balance is sufficient to ensure payment of all expenses due or that might become due Hips hereunder.

Appendix 3

Cooperation with Third Party Payment Option Providers The Services may contain Payment Options which are provided via external payment option providers and acquirers (such third parties being hereinafter referred to as the “Third Party Payment Option Providers”). A customer may choose a Payment Option provided via a Third Party Payment Option Provider (i) to pay directly in the checkout, or (ii) to settle the debt to Hips at a later stage (together referred to as the “Third Party Payment Options”). A list of the acquirers Hips co-operates with from time to time can be found here (“Acquirer List”).

With regard to Third Party Payment Options, the following applies: . a) Unless specifically agreed otherwise, the Merchant will not be charged any additional fees for the provision of Third Party Payment Options.

. b) The Merchant is aware of and accepts that Hips may at any time change or remove the Third Party Payment Options available to the Merchant, e.g. due to a request of a Third Party Payment Option Provider. Hips may also change the acquirer used to process the Merchant’s transactions from time to time and understands that Hips may amend the Acquirer List from time to time. The Merchant accepts that a Third Party Payment Option Provider may terminate the Agreement in relation to a specific Third Party Payment Option provided by a specific acquirer in relation to the Merchant at any time.

. c) Third Party Payment Option Providers may issue rules and/or instructions which the Merchant has to comply with (the “Third Party Payment Option Provider Rules or Instructions”). In case of conflict between this Agreement and such Third Party Payment Option Provider Rules or Instructions, the Third Party Payment Option Provider Rules or Instructions will prevail. Links to such Third Party Payment Option Provider Rules or Instructions can be found in the Acquirer List. Hips will inform the Merchant of any other Third Party Payment Option Provider Rules or Instructions issued from time to time. Hips is responsible for the fulfilment of the Third Party Payment Option Provider Rules or Instructions insofar as the respective aspect of the Third Party Payment Option is handled solely by Hips.

. d) Hips undertakes at all times to be Payment Card Industry Data Security Standard (“PCI DSS”) validated. The Merchant undertakes at all times to be compliant with the rules of PCI DSS applicable from time to time. As long as the Merchant uses the Services in a compliant way, Hips will be responsible for the security of cardholder data that Hips possesses or otherwise stores, processes, or transmits when providing the Services. If the Merchant stores Customer card account numbers, expiration dates, and other personal Customer data in a database, the Merchant must adhere to any Third Party Payment Option Providers’ rules and guidelines on securing such data, any applicable law as well as the standards of the Payment Card Industry Security Standards Council (or its replacement body or successor) in force from time to time and applicable to Merchant’s business (currently set out at: https://www.pcisecuritystandards.org/). The Merchant acknowledges and agrees that it will bear all costs for ensuring compliance hereunder and is solely responsible for any fines, costs or charges arising from non-compliance or where data held by it is used for fraudulent or unauthorized purposes. Hips may ask for evidence that Merchant uses the Services in a compliant way and/or is PCI DSS compliant (e.g. in the form of the applicable self- assessment form prescribed by the PCI council).

. e) The Merchant has to ensure that the following information is displayed in the E-store: (i) from the landing page and onwards: the logotype of the Third Party Payment Option Provider; (ii) during the order process on the pages leading up to and including the payment page: the registered name and any trading name of the Merchant used in connection with the transaction, the address of its permanent establishment and a complete description of the goods or services offered; (iii) before the order is completed: a reference to the privacy policy and the terms and conditions of the Merchant (including information on length of any trial period, delivery policy, return, cancellation policies and split shipment of goods) and, if any, information on legal and export restrictions; (iv) an active customer service E-mail address and a customer service telephone number. Hips may instruct the Merchant on how such information is to be displayed.

. f) In addition to the circumstances listed in the section “Duty to inform” of the GTC, the Merchant shall immediately inform Hips about changes to the Merchant’s (i) address; (ii) country of permanent residence; (iii) registered office; (iv) trading name under which the business is conducted; (v) E-store website address.

. g) The Merchant’s use of Third Party Payment Option Providers’ trademarks and logos, whether registered or not, does not entail any transfer of ownership, rights or copyrights. After termination of the Agreement, the removal of a certain Third Party Payment Option, or at the request of a Third Party Payment Option Provider, the Merchant undertakes to immediately remove all logotypes and similar of any such Third Party Payment Option Provider and Third Party Payment Option. This does not apply if the Third Party Payment Option Provider entitles the Merchant to continue the use of its logotypes.

. h) In relation to marketing activities which include a reference to the Third Party Payment Option or a Third Party Payment Option Provider, the Merchant shall coordinate such activities with Hips in advance by contacting Hips at marketing@hips.com. Such marketing activities require Hips’s prior approval. The Merchant will not indicate that a Third Party Payment Option Provider endorses or states eligibility for any goods or services sold by the Merchant. The Merchant further undertakes that it will not do anything which could be disreputable or otherwise capable of damaging the reputation or goodwill of any Third Party Payment Option Provider.

. i) When using and marketing the Third Party Payment Options, the Merchant will observe and abide by any applicable laws and regulations and other provisions and guidelines issued by any responsible public authority. The Merchant is not entitled to use the Services in relation to transactions which are deemed illegal or fraudulent under any applicable law, or which violate Hips’s from time to time applicable ethical instructions or any Third Party Payment Option Provider Rules or Instructions.

. j) The Merchant may not use the Services to submit transactions (i) where the Merchant is not acting as seller of the respective goods or services, or (ii) transactions which the Merchant should reasonably know were not authorized by the Customer. Any refund or cancellation of a transaction is to be done via Hips and via the Payment Option used by the Customer in connection with the original transaction.

. k) Hips may share information regarding the Merchant with Third Party Payment Option Providers if this is necessary for the provision of the Services e.g. for due diligence or operational processes of the Third Party Payment Option Providers. Hips may create specific accounts for the Merchant at Third Party Payment Option Providers. Any actions Hips undertakes on behalf of the Merchant based on this provided empowerment may not create additional obligations or costs for the Merchant.

. l) The Merchant hereby consents to and authorizes the Third Party Payment Option Provider to store, use, share and release data, provided or generated pursuant to this Agreement to any person (i) for the purpose of processing the transaction; (ii) as required by applicable rules of Third Party Payment Option Providers or by applicable law; (iii) to assess financial and insurance risks arising in connection with this Agreement; (iv) to recover debt (to the extent such is not recoverable from Hips) or in relation to the Merchant's insolvency; (v) in aggregated (anonymous and generalised) format to facilitate analysis and comparisons; (vi) to investigate, prevent and/or detect fraud or crime; or (vii) to mitigate information security risk, sector risk or credit risk.

. m) Hips, any Third Party Payment Option Provider or their designees may conduct onsite audits for compliance purposes. The Merchant shall provide the information requested and necessary to complete such audit. Furthermore, the Merchant shall allow the Third Party Payment Option Providers such access to their premises and facilities, systems, data, information and material as may be necessary and shall permit them to take and retain copies of all such records to ascertain that the Merchant is performing its obligations hereunder and shall provide all reasonable cooperation in relation to such audit. The Third Party Payment Option Provider may opt to utilize a third party to conduct such audit subject to (i) the Third Party Payment Option Provider issuing its appointment and authorization of such third party in writing and furnishing the Merchant with a copy thereof, and; (ii) such third party entering into a confidentiality agreement.

. n) The Merchant shall fully indemnify and hold Hips harmless from any fines, penalties or any other claims imposed by a Third Party Payment Option Provider due to (i) circumstances which form a breach of this Agreement, especially but not limited to the failure to comply with this Appendix and the Third Party Payment Option Provider Rules or Instructions; or (ii) a significantly elevated chargeback level compared to average market levels.

. o) The Merchant shall fully indemnify and hold each relevant acquirer harmless from and against all losses, liabilities, damages and expenses such acquirer suffers or incurs arising as a result of, or in connection with: (i) any breach of any obligation or any misrepresentation by the Merchant; (ii) any breach by the Merchant of any Third Party Payment Option Provider Rules or Instructions; (iii) the Merchant’s or its employees’ negligence or wilful misconduct; (iv) transactions processed by a Third Party Payment Option Provider or otherwise arising from the Merchant’s provision of goods and services to Customers (including without limitation any refunds or chargebacks); (v) any assessments or fines or arising out of any third party claims against a Third Party Payment Option Provider as a result of the Merchant’s acts or omissions; (vi) any security breach, compromise or theft of transaction data held by the Merchant or on the Merchant’s behalf; (vii) the Merchant’s failure to comply with its PCI DSS obligations; or (ix) any allegation of fraud in connection with the Merchant’s business. Notwithstanding the above, Hips shall indemnify the Merchant from such claims imposed by a Third Party Payment Option Provider under (iv) where Hips bears the credit and fraud risk for the Claim under the terms of this Agreement.

. p) The Merchant and Hips acknowledge and agrees that the Third Party Payment Option Providers are entitled to directly enforce the terms of this Appendix of the Agreement (“Cooperation with Third Party Payment Option Providers”) against the Merchant.

. q) Notwithstanding any provision to the contrary in the Agreement including the GTCs, this Appendix is governed by Swedish law and the parties submit to the exclusive jurisdiction of the courts of Sweden in relation to any disputes relating to this Appendix.

Shipping policy for Sweden This shipping policy applies for deliveries/collection of goods and services to Customers in Sweden. Hips reserves the right to change this policy and will, if deemed necessary, inform the Merchant of such changes with one months’ prior notice.

1. General requirements

The Merchant must ship its sold goods or services in any of the ways described under section 2, 3 or 4 below. The Merchant has to answer Hips’s request for information related to a certain Transaction/Claim within 24 hours. This applies on all days on which the Merchant operates e.g. ships goods and/or activates Transactions/Claims. The Merchant shall provide Hips with up- to- date contact details (E-mail-address) for such risk-related questions. The Merchant shall not dispatch/hand-out goods after having been informed by Hips that a certain Transaction/Claim has been deemed as high risk according to Hips’s security controls. The delivery notification shall be sent to the Customer contact details (e.g. E-mail-address, telephone number and/or address) approved by Hips at the time of the order. The Merchant shall store information related to the respective delivery/hand-out (e.g. tracking number, proof of delivery, third party authorization and identification) for at least six (6) months and, upon request, provide such information to Hips.

2. Delivery through an external shipping company

The following rules shall be followed for deliveries where an external shipping company is being used (e.g. PostNord): 1. The goods shall be sent with track and trace (with the possibility to track the goods online) to the Customer and the delivery address approved by Hips at the time of the order. 2. The tracking number shall be provided to Hips at activation of the Transaction/Claim in the activation call or, where this is not possible, upon Hips’s request. 3. The assigned shipping company shall follow the following security controls: Home deliveries: The shipping company shall verify the ID of both the addressee and the authorized person receiving the goods (if these are not the same). Further, the shipping company shall produce a proof of delivery document that shows date and time of the hand-out, printed name of the addressee and, as the case may be, printed name of the authorized person and signature of the person receiving the goods. Manned pick-up point: If the goods can not be delivered at the Customer’s home or if the Customer has chosen a pick-up point, the goods shall be sent to the pick-up point of the shipping company closest to the approved delivery address or within a range of 10 km of the approved delivery address. The shipping company shall verify the ID of both the addressee and the person picking up the goods (if these are not the same). Further, the pick-up point shall produce a proof of delivery document that shows date and time of the hand out, printed name of the addressee and, as the case may be, printed name of the person picking up the goods. 4. The Merchant shall upon Hips’s request – where possible – ask the shipping company to stop the delivery and inform Hips of all developments in relation to the delivery. 5. In order to reduce administration efforts, the Merchant may authorize Hips to directly request information from the shipping company or to ask the shipping company to stop a certain delivery. 6. In cases where the delivery has not been compliant with Hips’s shipping policy, the Merchant may authorize Hips to directly file a complaint towards a shipping company. Hips will compensate the Merchant with an amount corresponding to the amount received by the shipping company.

3. Delivery with own delivery service

The following rules shall be followed for deliveries where the Merchant’s own delivery service is being used: 1. The goods has to be delivered to the Customer and the delivery address approved by Hips at the time of the order. 2. The Merchant shall verify the ID of both the Customer and the person receiving the goods (if these are not the same). Further, the Merchant shall produce a proof of delivery document that shows date and time of the hand-out, goods list, printed name of the Customer and, as the case may be, printed name of the authorized person and signature of the person receiving the goods. 3. The Merchant shall upon Hips’s request stop the delivery and inform Hips of all developments in relation to the delivery.

4. Collection in physical stores

The following rules shall be followed for hand-outs in physical stores: 1. Goods may only be handed out to the Customer or to a person authorized by the Customer. If the Customer is a company, the person collecting the goods shall present a power of attorney evidencing that such person is authorized to pick up the goods and a copy of such power of attorney shall be made and stored. 2. The Merchant shall verify the ID of both the Customer, and, as the case may be, the person to whom the goods are handed out. 3. The Merchant shall produce a proof of delivery document that shows date and time of the hand-out, goods list, prices, personal identity number and printed name of the Customer, and, as the case may be, personal identity number, printed name and telephone number of the authorized person and signature of the person to whom the goods are handed out.

Access management guidelines

1. Unique user IDs should be used to access Hips's systems, e.g. employees' corporate e- mail address.
2. Use of group IDs should not be permitted.
3. The level of access granted should be appropriate to the business need.
4. A formal record of all persons having access to the system should be maintained.
5. User access to Hips's systems must be revoked if an employee leaves the company or changes job responsibilities.
6. User IDs that have been in use by one person should not be issued to other users.
7. Passwords should be changed regularly (preferable every 12 months).
8. Passwords should be a minimum 56 bits of entropy. Minimum password length should be 12 characters. Allowed Characters Case sensitive a-z, A-Z, 0- 9, - = ! @ $ % & * ( ) _ + [ ] { } / ; : ' " . ? < > # , | \ ` ^ ~ space.

Prohibited Businesses (appendix 4)

The following categories of businesses and business practices are prohibited from using the Hips Service ("Prohibited Businesses"). Prohibited Business categories may be imposed through Network Rules or the requirements of our Financial Services Providers. If you are uncertain as to whether your business is a Prohibited Business, or have questions about how these requirements apply to you, please contact us at support@hips.com.

By registering with us, you are confirming that you will not use the Service to accept payments in connection with the following businesses, business activities or business practices.

Financial and professional services

IP Infringement, regulated or illegal products and services

Unfair, predatory, or deceptive practices

Products or services that are otherwise prohibited by our financial partners

Hips Marks Usage Agreement (appendix 5)

This Hips Marks Usage Agreement (appendix 5) provides the legal terms governing your use of the Hips name, logo, or other registered or unregistered Hips trademarks and service marks.

Hips trademarks and service marks owned by Hips (“Hips Marks”) to let your customers know that Hips (“we”, “us”, “our”) provides services for your business. You use of services provided by Hips is governed by the Hips Services Agreement (“Main Agreement”).

You may not use any Hips Marks unless you agree to abide by all of the terms and conditions in this Agreement.

1. Permission to Use Hips Marks

Hips Marks are important assets of Hips’s business and are protected by EU and international laws. You may use the Hips Marks as described in this Agreement on a non-exclusive, non-transferable basis on websites or applications that utilize Services (as defined in the Services Agreement). We may revoke this permission at any time at our discretion. We don’t expect to do this without a good reason but, if revoked, you agree to promptly remove any Hips Marks from any websites or applications, or other material.

2. Use of Hips Marks

You may only use the Hips Marks on the portion of your website or application that directly relates to the Services, such as on a checkout page utilizing our payment processing or order services. You may not misrepresent your relationship with Hips. You may not use Hips Marks to show Hips or Services in a disparaging or derogatory light, or in some other way that may be damaging to our brand or interests in Hips Marks.

Where only the Hips name or logo is used, as opposed to the “Powered by Hips” or “Connect with Hips” logos, we ask that you provide proper trademark attribution crediting ownership of the Hips Marks to us, such as: The Hips name and logos are trademarks or service marks of Hips or its affiliates within EU and other countries. Other names may be trademarks of their respective owners.

We may also provide you with style or usage guidelines describing such things as size, color, or relative placement of Hips Marks. You may only use the Hips Marks consistent with those guidelines except where we expressly agree otherwise with you in writing. You will update your use of the Hips Marks to conform to changes in the guidelines within a reasonable time after we provide you notice of the change.

3. Limitations on and Good Use of Hips Marks

You may not use the Hips Marks or any confusingly similar name or trademark with your product, service, company, or domain name. For instance, you may not use names like “Hips Business Services”, “Hips for Platforms” or domains like “getHips.com.” Further, you may not use Hips Marks to imply endorsement by Hips of your products or services, or in a manner that causes customer confusion.

You may not display, copy, modify, or transmit the Hips Marks except as described in this Agreement, the guidelines, or otherwise agreed in writing by Hips.

In addition to protecting the Hips Marks, it is important to us that you maintain an independent brand. Even where use of Hips Marks is permitted, we suggest that you prominently use your own marks where also using Hips Marks. For example, “Foo Analytics for Hips” or “Bar Analytics powered by Hips” are acceptable and emphasize your brand; but “Hips Analytics”, “Hips for Platforms”, or “Hipslytics” are unacceptable and emphasize the Hips Marks.

5. No Warranties

As part of this Agreement, we do not make any representations regarding your use of Hips Marks. We disclaim all warranties, express and implied, including any warranties of non-infringement.

6. Contacting Us

If you have any questions about this Agreement, please don’t hesitate to contact us at trademarks@hips.com.

7. Other Legal Provisions

Except as otherwise agreed upon in writing between you and us, this Agreement is the entire agreement between you and us regarding your use of the Hips Marks. We may terminate his Agreement at anytime upon notice to you. You may not transfer this Agreement to any third party. This Agreement is governed by the laws and dispute provisions specified in the Services Agreement, which are incorporated by reference. If any provision or portion of this Agreement is held to be invalid or unenforceable, then it will be reformed and interpreted to accomplish the objectives of such provision to the greatest extent possible, and all remaining provisions will continue in full force and effect.

Schedule DPA(1) -- Data Processing Agreement (DPA)

Hips shall process the Customer Personal Data only in accordance with your written instructions or any other written agreement between the parties and only for the purposes set out in these Payment Terms and Conditions, i.e. to issue, manage and administer invoices through the use of the Invoicing Service. Customer Personal Data may include (i) identification information such as personal identification number (or equivalent), (ii) contact information such as e-mail address, name, address, telephone number, and (iii) information concerning the purchase.

You acknowledge that we are reliant on you for direction as to the extent to which we are entitled to use and process the Customer Personal Data obtained through your use of the Invoicing Service. Consequently, Hips shall not be liable for any claim brought by a data subject arising from any action or omission by Hips, to the extent that such action or omission resulted directly from your instructions.

Hips shall inform you if, in Hips's opinion, an instruction breaches any applicable data protection law. Any failure by Hips to notify you shall not affect your responsibility and liability for your instructions.

Hips shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risks that are associated with the data processing activities, in particular accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to the Customer Personal Data including access control to premises, facilities, systems and data, disclosure control, input control, job control, availability control and segregation control.

Hips shall not transfer or process any Customer Personal Data outside of the EEA without your written consent. Where you do consent to the transfer or processing of Customer Personal Data outside of the EEA, Hips shall comply with all applicable laws in respect of such transfer.

Hips shall take reasonable steps to ensure the reliability and competence of any of its personnel who have access to the Customer Personal Data and shall ensure that all such personnel are informed that such Customer Personal Data shall be treated as your confidential information.

You acknowledge and agree that Hips may transfer Customer Personal Data to sub-contractors, provided that Hips shall ensure that it includes in any contract with such sub-contractor provisions in favor of you which are equivalent to those set out in this Schedule DPA(1) and shall remain liable to you for the sub-contractor's acts or omissions as if undertaken by Hips. Hips shall, upon your written request, provide you with information about any sub-contractor's processing of Customer Personal Data to the extent necessary for you to comply with applicable law and supervisory authorities' requests.

Hips can at any time and without justification appoint a new sub-contractor provided that, from 25 May 2018, you will be given fifteen (15) days' prior notice through publication in this policy Website and during such period you will have the possibility to legitimately object to such changes. Legitimate objections must contain reasonable and documented grounds relating to a sub-contractor's non-compliance with applicable data protection law. If, in Hips's reasonable opinion, such objections are legitimate, you may, by providing written notice to Hips, terminate the Invoicing Service immediately.

Hips Sub Processors: Amazon Web Services, Inc.

Hips shall without undue delay notify you if it becomes aware of any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, the Customer Personal Data and will provide such further information as you may reasonably require in order to meet your obligations under applicable data protection laws (taking into account the nature of processing and the information available to Hips).

Hips undertakes to provide such reasonable cooperation, assistance and information (by use of appropriate technical and organizational measures) within the time frames that you may reasonably request to enable you to: (i) respond to any inquiries or requests from data subjects or supervisory authorities in accordance with applicable data protection laws including requests to access, rectify, erase, or block personal data (taking into account the information available to Hips), and (ii) comply with your obligations in connection with security or data protection impact assessments (taking into account the nature of information available to Hips) as may be required under applicable data protection laws. To the extent legally permitted, you shall be responsible for any costs arising from Hips's provision of such assistance. Hips shall furthermore promptly notify you of any inquiries or requests concerning your processing of personal data which it receives directly from data subjects or supervisory authorities.

Hips shall provide you with evidence of compliance with our obligations set out in this Schedule DPA(1), and shall, upon your reasonable request, make available to you all further information reasonably necessary to demonstrate Hips's compliance with its obligations under this Schedule DPA(1).

If you have objectively verifiable grounds to believe that the processing of Customer Personal Data by Hips or its sub-contractor is not in compliance with the provisions of this Schedule DPA(1), you shall be entitled, either by yourself or by an independent external auditor appointed by you, subject to providing at least thirty (30) days written notice, to (i) inspect Hips's procedures, policies, systems and measures used in relation to the processing of Customer Personal Data and/or (ii) otherwise verify Hips's compliance with the provisions of this Schedule DPA(1).

Hips may object in writing to an auditor appointed by you to conduct any audit under this Schedule DPA(1) if the auditor is, in Hips's reasonable opinion, not suitably qualified or independent, a competitor of Hips, or otherwise manifestly unsuitable.

Any such inspection or audit will be performed during Hips's regular business hours without disrupting or interfering with the ongoing operations and in the presence of an employee appointed by Hips and will be always subject to Hips's confidentiality and security policies and procedures. Your right to conduct an inspection or audit as set out in this section is limited to one day per calendar year.

You shall be responsible for all costs related to the appointment of a third party auditor and, upon Hips's request, for its assistance and support in conducting the inspection or audit, reimburse Hips for any time spent on such audit at Hips's then current professional services rates.

Hips shall following completion of its contractual responsibilities, destroy or return, as instructed by you, any Customer Personal Data processed on behalf of you within a reasonable timeframe, unless otherwise required by applicable law.