Terms and Conditions

By clicking ‘Accept’ on our sign-up page, you accept the terms set out on this webpage (our agreement) on behalf of yourself or the organisation which has been registered as an account holder or otherwise identified in a Purchase Order (where applicable or available) (the Customer) as a legally binding contract with Multiply Potential AB (Multiply or the Supplier). By clicking ‘Accept’ you also represent and warrant that you have all necessary capacity and authority to enter into our agreement for and/or on behalf of the Customer as a legally binding contract with the Supplier in all applicable jurisdictions. If you do not have such capacity or authority or do not wish to accept our agreement on behalf then you must not proceed with acceptance of this agreement or use our services or platform.

The Multiply platform is owned and operated by Multiply Potential AB, a company registered in Sweden under organisation number 559225-3768 with a registered office at 106 31 Stockholm, Stockholms Iän, Sweden (Multiply or the Supplier). These terms and conditions, referred to as ‘agreement’ consists of the following, which apply in descending order of hierarchy:

These Terms and Conditions

Where Multiply is processing personal data as a ‘Processor’ on behalf of the Customer (acting as ‘Controller’) for the purposes of the GDPR and UK Data Protection Legislation, the Data Protection Schedule

Multiply’s Terms of Acceptable Use (available via multiply.co/acceptableuse and hereby incorporated by reference into this agreement)

(A) The Supplier has developed a cloud-based software platform which it makes available to subscribers via the internet on a subscription basis for the purpose of providing AI-powered workflows for marketing teams and agencies to get better insights, produce higher quality strategies, research and content in less time., hereafter, the Purpose.
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(B) The Customer wishes to use the Supplier’s services in its professional and business operations.

(C) The Supplier has agreed to provide the Supplier’s services subject to the terms and conditions of this agreement.

The definitions and rules of interpretation in this clause apply in this agreement.

AI Capability(ies): means the AI capabilities made available to the Customer as part of the Services subject to Customer’s permitted AI Token Usage.

AI Token Usage: means the number of credits purchased or subscribed to by Customer for an agreed volume of AI Capability tasks as set out in the Purchase Order, as may be stated on the Platform and/or in the Customer’s account from time to time, or, in respect of any Free Services, granted by Multiply to the Customer in its discretion.

Authorised Users: any employees, agents and independent contractors of the Customer using the Services via Customer’s account.

Business Day(s): a day other than Saturday, Sunday or public holiday in Sweden when banks in Stockholm are open for business.

‍Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in Clause 12.5.

‍Content: the data input by or on behalf of the Customer, Authorised Users, or the Supplier on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services, and such Content may include personal data.

‍Effective Date: the date on which this agreement, via the first Purchase Order, is signed by both parties (where applicable) or on which the Customer has accepted these terms and conditions.

‍Feedback: shall have the meaning given to it in Clause 11.3.

‍Free Services: means the Subscriptions or other services or features made available by us to you on an unpaid trial or free basis, including trials, betas or access provided by Mulitply to the Customer or its Authorized Users for evaluation purposes, in Multiply’s sole discretion and for such duration as Multiply determines from time to time.

‍Multiply documentation: shall have the meaning given to it in Clause 16.2.

‍Intellectual Property Rights: means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill and reputation or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.

‍Initial Subscription Term: the initial term of this agreement as set out in the Purchase Order, where applicable.

‍Normal Business Hours: 9.00 am to 5.00 pm local time, Sweden, each Business Day. 

‍Platform: the online platform provided by the Supplier as part of the Services for the Purpose and accessible via multiply.co.

Purchase Order: means the order or statement or work covering the Subscriptions entered into between Multiply and the Customer or Customer’s acceptance of online times and/or sign-up to the Services via the Platform, any app-store or via Multiply’s website or through use of Multiply’s Services.

‍Renewal Period: shall have the meaning given to it in Clause 14.1.

‍Services: as defined in Clause 5.1.

‍Subscriptions or Subscription Fees: (a) the fee paying subscriptions set out in the Purchase Order purchased by the Customer and based on the Multiply pricing bands set out in the Purchase Order where applicable, which entitle the Customer and Authorised Users to access and use the Platform and Services in accordance with this agreement; and/or (b) access granted to the Customer or Authorised User by Multiply on the basis to Free Services pursuant to this agreement and in Multiply’s discretion.

‍Subscription Term: shall have the meaning given to it in Clause 14.1(b). For Free Services, the Subscription Term will be the period during which you have an account to access the Free Services and for as long as Multiply, in its sole discretion makes such Free Services available to the Customer, Authorized Users or other any third party.

‍Third Party Services: shall have the meaning given to it in Clause 7.

‍User: any third-party user of the Platform who is not party to this agreement and who is not the Customer or an Authorised User.

‍Virus: anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, leading to such data being compromised, including the reliability of any programme or data (whether by re-arranging, catering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices. 

‍Vulnerability: a weakness in the computational logic (for example, code) found in software components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.

Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.

Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.

A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.

Without prejudice to Clause 16.1, where the Customer has entered into a specific agreement with Multiply for its Subscription and use of the Services (including Free Services provided as part of a special offer, trial or evaluation) (Customer Specific Agreement), the provisions of the Customer Specific Agreement prevail and will cancel and replace these present terms.

If the Customer registers for Free Services, Multiply will make the applicable Subscriptions available to the Customer and any Authorized Users (where applicable) on a trial, beta or evaluation basis free of charge until the earlier of (a) the end of the free period as made available at Multiply’s sole discretion (if not terminated earlier at any time by either Customer or Multiply); or (b) the start date of the Customer’s paid Subscription. If Multiply includes additional terms and conditions on the Free Services registration web page, such additional terms and conditions will apply to this agreement and be deemed automatically incorporated herein by the Customer’s continued use of the Services.

Where the Customer has purchased non-Free Services, Multiply may also provide the Customer’s Authorized Users access to use Free Services at any time by activating them via the Customer’s account, at Multiply’s sole discretion.

Subject to the Customer’s compliance with the restrictions set out in this Clause 3 and the other terms and conditions of this agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Customer and the Authorised Users to use the Services during the Subscription Term.

In relation to the Authorised Users, the Customer undertakes that:

The Customer shall not (and shall procure that its Authorised Users shall not) access, store or distribute or transmit any Viruses, or any material during the course of its use of the Platform and the Services that:

The Customer shall not (and shall procure that its Authorised Users shall not) access, store or distribute or transmit any Viruses, or any material during the course of its use of the Platform and the Services that:

The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and Platform and, in the event of any such unauthorised access or use, promptly notify the Supplier.

In respect of non-Free Services, the Customer may, at any time during any Subscription Term, purchase additional Subscriptions (including any additional products or services) in excess of the number it has subscribed to as set out in the Purchase Order and the Supplier shall grant access to the Services to such additional Subscriptions, subject to the Customer’s payment of the same and in accordance with the provisions of this agreement.

In the case of non-Free Services, if the Customer wishes to purchase additional Subscriptions, the Customer shall notify the Supplier in writing. The Supplier shall evaluate such request for additional Subscriptions and respond to the Customer with approval or rejection of the request (such approval not to be unreasonably withheld). Where the Supplier approves the request, the Supplier shall activate the additional Subscriptions within a reasonable timeframe of its approval of the Customer’s request.

In the case of non-Free Services, if the Supplier approves the Customer’s request to purchase additional Subscriptions, the Customer shall, within 30 days of the date of the Supplier’s invoice (or such other date indicated on the Supplier’s invoice), pay to the Supplier the relevant fees for such additional Subscriptions at the rates in force at the time the additional Subscription(s) was or were approved by the Supplier, and, if such additional Subscriptions are purchased by the Customer part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated from the date of activation by the Supplier for the remainder of the Initial Subscription Term or then-current Renewal Period (as applicable).

Multiply may at any time give notice to terminate any Free Services (without liability) and, where available, offer the Customer the possibility to upgrade to fee-paying Subscriptions. Multiply will advise the Customer of the Subscription Fees in force and applicable at the time of such upgrade as well as any terms and conditions applicable to such upgrade. Multiply shall have no obligation to propose or offer any upgrade or fee-paying Subscriptions upon or after termination or expiry of Free Services for any reason.

The Supplier shall, during the Subscription Term, provide access to the Platform to the Customer and the Authorised Users on a Subscription basis and subject to the terms of this agreement along with any other services or professional services or AI Capabilities as set out in the applicable Purchase Order (where applicable) and subject to AI Token Usage (Services). Any professional services provided by the Supplier the Customer may be governed by a separate service agreement. Separate provisions may apply for Free Services as per clause 2 and the terms of this agreement.

The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for: (a) planned maintenance; and (b) unscheduled maintenance which renders the Platform inaccessible hereafter; and (c) termination or suspension of any Free Services at any time and for any reason.

The Customer shall own (or be the authorised licensee of) all right, title, Intellectual Property Rights and interest in and to all of the Content and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Content.

The processing of personal data contained with the Content by the Supplier as part of providing the Services shall be governed by the provisions of the Data Processing Schedule attached hereto, which is incorporated into this agreement as if it were reproduced herein in full.

The Supplier shall follow its archiving procedures and back-up procedures for the Customer, such procedures may be amended by the Supplier in its sole discretion from time to time. In the event of any loss or damage to Content, the Customer’s sole and exclusive remedy against the Supplier shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Content from the latest back-up of such Content maintained by the Supplier in accordance with its archiving procedure in force from time to time, save that the foregoing shall not apply to Free Services to the extent permissible under applicable law and without prejudice to the terms of the Data Protection Schedule attached hereto, such Free Services being supplied on a strictly ‘as is’ basis. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Content caused by any third party. Notwithstanding clause 10.5, the Customer shall not use the Services as a data storage mechanism unless in order to benefit from the Services. Accordingly, any data storage available in the Platform is solely for the purpose of using the Services. Nothing in this clause 6.3 shall alleviate the Customer from implementing its own back-up and archiving procedures in respect of all Content and any other of its data on the Platform.

Upon termination or expiration of the Free Services, Multiply shall subject to 90 days’ notice anonymise or return to the Customer all Customer Data (including copies) in its possession or control. After such 90 day notice period has expired, and with no further notice to the Customer, Multiply shall automatically anonymise or delete Customer Data, save that this requirement shall not apply to the extent Multiply is required by applicable law to retain some or all of the Customer Data, which Customer Data Multiply shall securely isolate and protect from any further processing, except to the extent required by applicable law.

The Customer hereby grants to the Supplier a nonexclusive, worldwide, royalty-free, fully-paid, transferable license in perpetuity and subject to the Data Processing Schedule, to host, cache, record, copy, display, commercially exploit and otherwise use the Content for the purpose of (i) providing the Services; (ii) providing any professional services subject to a separate agreement; (iii) using the Content in aggregate or anonymized form, in any way connected with its business, (iv) marketing the Supplier’s services to third parties and Authorised Users, provided that the Supplier complies with relevant e-privacy and marketing laws, (v) commercially exploiting the Content in aggregate or anonymized form, for other customers and third parties and for the purposes of Platform development and machine learning.

6.6 The Customer acknowledges that it is solely responsible for any actions or omissions it (or the Authorised Users) undertakes in respect of Content, which shall include where the Customer or Authorised Users choose to share such Content with third parties (including other Users) via the Services, the Platform or otherwise. The Customer is solely responsible for any access rights or permissions it grants to Users and for proper management of the same, and where applicable, for ensuring the Customer’s internal policies for use of Content on the Platform are communicated and adhered to by all Authorised Users and Users with whom Content is shared. The Supplier excludes all liability to the maximum extent permitted by law for any losses resulting from the Customer’s or any third party’s non-compliance with this clause 6.6.

6.7 The Supplier shall, in providing the Services and when acting as data controller, comply with its Privacy Policy in force from time to time, relating to the privacy and security of the Content available at multiply.co/privacy or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.

The Customer acknowledges that the Services may enable or assist it to access or use content of third parties via third-party information and/or websites or third-party applications or services (which may also emanate from another User of the Platform) (Third Party Services) and that it does so solely at its own risk. The Supplier makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such Third Party Services, or any transactions completed, and any contract entered into by the Customer or any Authorised User, with any such third party. Any contract entered into, and any transaction completed via or with any third-party website or with any third-party generally, is between the Customer and the relevant third party, and not the Supplier. The Supplier recommends that where relevant, the Customer refers to the third party’s terms and conditions and privacy policy prior to using the relevant Third Party Services. The Supplier does not endorse or approve any Third Party Services made available via the Services.

The Supplier undertakes that the Services will be performed in accordance with the terms of this agreement and with reasonable skill and care, provided however, the foregoing does not apply in respect of Free Services.

Clause 8.1 shall not apply to: (a) Free Services; and (b) the extent of any non-conformance which is caused by use of the Services contrary to the Supplier’s instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier’s duly authorised contractors or agents. Save in respect of Free Services, if the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all commercially reasonable endeavors to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution, which shall not be available in respect of Free Services, constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in Clause 8.1.

The Supplier:

(a) does not warrant that:

(i) the Customer’s use of the Services will be uninterrupted or error-free;

(ii) that the Services and/or the information obtained by the Customer through the Services will meet the Customer’s requirements or be fit for the Purpose; or

(iii) the Platform or the Services will be free from Vulnerabilities; and

(b) is not responsible for any delays, delivery failures, or any loss or damage resulting from the transfer of data (including Content) over communication networks and facilities, including the internet, and the the parties acknowledge that the Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

This agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.

8.5 The Supplier reserves the right to restrict functionalities or suspend the Services or Platform (or any part thereof), the Customer’s or Authorised User’s account or the Customer’s and Authorised User’s rights to access and use the Services and Platform and to remove, disable or quarantine any Content or other data if: (a) the Customer or any Authorised User has violated this Agreement; or (b) the Supplier detects any Virus or Vulnerability connected to the Customer’s or an Authorised User’s account or use of the Services or Platform by the Customer or an Authorised User; or (c) in respect of Free Services, at any time and in Multiply’s sole discretion. This right includes the removal or disablement of Content or other content in accordance with the Multiply Copyright Notice available on the Supplier’s website. Unless legally prohibited from doing so, the Supplier will use commercially reasonable efforts to contact the Customer directly via email to notify the Customer when taking any of the foregoing actions. The Supplier shall not be liable to the Customer or any Authorised User, User or any other third party for any such modification, suspension or discontinuation of the Customer’s (and any Authorised User’s) rights to access and use the Services and the Platform. Any suspected fraudulent, abusive, or illegal activity by the Customer or any Authorised User may be referred to law enforcement authorities at the Supplier’s sole discretion.

9.1 The Customer shall:(a) provide the Supplier with:

(i) all necessary co-operation in relation to this agreement; and

(ii) all necessary access to such information as may be required by the Supplier; in order to provide the Services, including but not limited security access information and configuration services and account details of Authorised Users;

(b) without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;

(c) carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;

(d) ensure that the Authorised Users use the Services in accordance with the terms and conditions of this agreement, and the Multiply Terms of Acceptable Use and shall be responsible for any Authorised User’s breach of the foregoing;

(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Services, including in respect of any input of any Content and personal data into the Platform;

(f) ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and

(g) be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.

The Customer shall pay the Subscription Fees to the Supplier for the Subscriptions in accordance with this Clause 10 and the Purchase Order, as well as any support fees due (where set out in the Purchase Order, where applicable).

The Customer shall after the Effective Date provide to the Supplier an approved Purchase Order to the Supplier.

Unless otherwise set out in a Purchase Order, the Supplier shall invoice the Customer:

(i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and

(ii) subject to Clause 14.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period,

and the Customer shall pay each invoice within 30 days after the date of such invoice in accordance with the billing method set out in the applicable Purchase Order. All prices are exclusive of any value added or sales tax, which shall be added to the Supplier’s invoice(s) at the appropriate rate.

10.4 The Supplier shall be entitled to increase the Subscription Fees in respect of the Subscriptions, the fees payable for any additional Subscriptions purchased pursuant to Clause 3.3, the support fees payable pursuant to the Purchase Order. Such price increases will be notified to the Supplier by giving 90 days’ notice prior to the start of each Renewal Period and the Purchase Order shall be deemed to have been amended accordingly. All price increases shall be deemed accepted by the Customer unless the Customer exercises its right under Clause 14.1(a).

10.5 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier:

(a) the Supplier may, without liability to the Customer, disable the Customer’s and any Authorised User’s password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

(b) interest shall accrue on a daily basis on such due amounts at an annual rate of 5% percent above the official reference rate in force from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

The Customer acknowledges and agrees that: (i) the Supplier and/or its licensors own all Intellectual Property Rights in the Platform and the Services; (ii) any ownership of Content is governed by the provisions of Clause 6 above; and (iii) except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Platform or the Services.

The Customer acknowledges that, the intellectual property rights in the Platform and the Services are notably protected by international copyright laws as well as by any relevant national law concerning copyright, authors’ rights and database right laws. The Supplier expressly reserves all such rights. The Customer undertakes that it shall not:

(a) systematically extract, reverse engineer, decompile and/or re-utilise all or any parts of the Platform;

(b) use any data mining, robots, or similar data gathering and extraction tools to extract (whether once or many times) for re-utilisation any substantial or insubstantial parts of the Platform;

(c) create and/or publish (either directly or indirectly) any other database that features substantial or insubstantial parts of the Platform; or

(d) otherwise exploit the Supplier’s Intellectual Property Rights in or to the Platform or the Services in any way (unless for the sole purpose of receiving the Services and strictly pursuant to the terms of this agreement) without the Supplier’s prior written consent (which may be withheld for any reason).

The Customer shall ensure that Multiply may use any feedback and suggestions for improvement relating to the Services and Platform provided by the Customer or any Authorised User without charge or limitation (Feedback). The Customer hereby assigns (or shall or procure the assignment) of all Intellectual Property Rights in the Feedback with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to Multiply at the time such Feedback is first provided to Multiply. The Customer hereby waives (and shall ensure all relevant third parties have waived) all rights to be identified as the author of any work, to object to derogatory treatment of that work and all other moral rights in the Intellectual Property Rights assigned to Multiply under this agreement.

The Supplier confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.

Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party’s Confidential Information does not include information that:

(a) is or becomes publicly known other than through any act or omission of the receiving party;

(b) was in the other party’s lawful possession before the disclosure;

(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;

(d) is contained in any Content (where such Content is made available on the Platform for use and/or access by Authorised Users or Users); or

(e) is independently developed by the receiving party, which independent development can be shown by written evidence.

Subject to Clause 12.4, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this agreement.

Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.

A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 11.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Supplier’s Confidential Information.

No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority or any court.

The above provisions of this Clause 12 shall replace the provisions of any Non-Disclosure Agreement entered into between the parties prior to the Effective Date and shall survive termination of this agreement, however arising.

Except as expressly and specifically provided in the agreement:

(a) the Customer assumes sole responsibility for any results obtained from the use of the Services and/or the Platform by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer’s direction and/or in connection with the use of Third Party AI technology within the Services); and

(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement. In particular, the Supplier does not warrant that the AI Capabilities, its servers, or email sent from the Supplier are free of viruses or other harmful components; and

(c) the Services and Platform are provided to the Customer on an “as is” basis.

(d) Notwithstanding any other provision of this agreement:

(i) the Customer acknowledges that certain AI Capabilities provided by the Supplier may incorporate or rely upon technology, tools, or services developed by third party providers (“Third Party AI”). While the Supplier endeavors to utilize Third Party AI technology to enhance the functionality and performance of its Services, the Customer understands and agrees that the Supplier makes no guarantees or warranties of any kind, either express or implied, regarding the performance, reliability, or outcomes derived from the use of Third Party AI technology within the Services; 

(ii) the Customer is encouraged to independently evaluate the appropriateness and reliability of using Third Party AI technology within their use of the Services. The Customer agrees that their decision to utilize the Services that incorporate Third Party AI technology is based on their own judgment and that the Supplier is not responsible for any outcomes resulting from the Customer's reliance on such technology; 

(iii) the Customer understands that Third Party AI technology is continuously evolving and that Third Party AI providers may modify, suspend, or discontinue any aspects of its technology or services at any time. The Supplier does not guarantee the ongoing availability of any specific features or capabilities provided by Third Party AI providers and shall not be liable for any changes, discontinuation, or unavailability of Third Party AI technology that may affect the Services; and

(iv) by using the AI Capabilities and any Services that incorporate Third Party AI technology, the Customer acknowledges and agrees to this clause and assumes full responsibility for their use of the Services and any reliance on the technology provided by Third Party AI providers.

Nothing in this agreement excludes the liability for the Supplier:

(a) for death or personal injury caused by the Supplier’s negligence; or

(b) for fraud or fraudulent misrepresentation.

Subject to Cause 13.1 and Clause 13.2:

(a) the Supplier shall not be liable in anyway whatsoever for any loss of profits, loss of business or business opportunity, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement;

(b) save in respect of Free Services, the Supplier’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement and any of the Purchase Order and the Data Protection Schedule shall be limited to the total Subscription Fees paid or payable for the Subscriptions during the 12 months immediately preceding the date on which the claim arose, provided however, that if Multiply is determined to have any liability to the Customer, any Authorised User or any third party arising out of or in connection with the Free Services or Customer and/or any Authorised User’s or third party’s user of the Free Services, then Multiply’s liability shall be fully excluded to the maximum extent permitted by law, and in jurisdictions where such liability cannot be fully excluded, Multiply’s total, aggregate liability shall be expressly limited to EUR 100 (one hundred Euros).

The Customer expressly agrees that the use of the Supplier's Services, including AI Capabilities, all content, data, or software distributed by, downloaded, or accessed from or through the Services or AI Capabilities, is at the Customer's sole risk. 

(a) The Customer acknowledges that it is responsible for implementing sufficient procedures and checkpoints to satisfy its requirements for accuracy of data input and output, and for maintaining a means external to the Services and AI Capabilities for the reconstruction of any lost data; 

(b) The Customer further acknowledges that AI Capabilities are complex and evolving technologies and that their outputs or outcomes should not be solely relied upon for making critical decisions. The Customer agrees to exercise their own judgment and due diligence in evaluating and using the outputs or outcomes of AI Capabilities; and

(c) The Customer acknowledges and agrees in particular that the AI Capabilities and any outputs or outcomes thereof, are provided by the Supplier on an "as is" and "as available" basis. The Supplier makes no representations or warranties of any kind, express or implied, as to the operation of the AI Capabilities or the information, content, materials or output included on or made available via or through the AI Capabilities.

Subject to Clause 14.4 in respect of Free Services, this agreement shall, unless otherwise terminated as provided in this Clause 14, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:

(a) either party notifies the other party of termination, in writing, at least 60 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or

(b) otherwise terminated in accordance with the provisions of this agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

(c) If during the Subscription Term, the Customer terminates this agreement for any reason other by invoking clause 14.2(b) due to the Supplier’s material breach (and such breach remaining unremedied for the purposes of clause 14.2(b)), the Customer shall promptly pay all unpaid fees due through the end of the Subscription Term, and the Supplier will not provide any refunds of prepaid fees or unused Subscription Fees.

Subject to Clause 14.4, without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

(a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 15 days after being notified in writing to make such payment; or

(b) the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 15 days after being notified in writing to do so.For the avoidance of doubt, the Customer’s failure to pay invoices on the due date shall be deemed a material breach of this agreement by the Customer.

On termination of this agreement for any reason:

(a) all licences granted under this agreement shall immediately terminate and the Customer shall (and shall procure its Authorised Users) immediately cease all use of the Services;

(b) each party shall return and make no further use of any equipment, property and other items (and all copies of them) belonging to the other party;

(c) Without prejudice to Clause 6.4 in respect of Free Services, the Supplier may destroy or otherwise dispose of any of the Content in its possession within 60 Business Days of termination of the agreement, unless the Supplier receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Content (save in respect of the return of personal data contained within the Content which shall be governed by the provisions of the Data Processing Schedule). The Supplier shall use reasonable commercial endeavors to deliver the back-up to the Customer within 45 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Content;

(d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced; and

(e) if the Customer’s paid Subscription is terminated or expires, Multiply may, at its sole discretion, continue to make available to the Customer any Free Services provided however, save where the agreement was terminated for cause.

The foregoing provisions of this Clause 14 shall not apply to Free Services. Multiply may suspend, limit, or terminate the Free Services for any reason at any time without notice. Multiply may terminate the Customer and any Authorised User’s access to the Free Services due to its/their inactivity at any time.

If Customer or Multiply is prevented from fulfilling its obligations under the agreement due to circumstances such as thunderstorms, fire, strike, pandemic, war, mobilization or military recall of greater extent, requisition, seizure, act of public authority and riots, as well as errors or delays in services or products from subcontractors due to the circumstances stated herein, shall constitute ground for exemption which result in postponing of date of performance and exemption from any damages and other penalties. In the event that the performance of the agreement is prevented for a longer period than two (2) months due to such circumstance, either party has the right to terminate the agreement in writing with immediate effect without liability.

If there is an inconsistency between any of the provisions of the (i) Purchase Order (where applicable), (ii) these Software as a Service Terms and conditions (iii) the Data Protection Schedule and it schedules; (iv) Multiply’s Terms of Acceptable Use; or (v) any conditions related to any Free Services provided at the point of registration, then the document cited higher in the foregoing list shall prevail, save that document (v) shall always prevail in respect of Free Services only.

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives) save that the Supplier shall have the right to update any documents or information referred to herein via hyperlink or available on its website in its sole discretion from time to time (Multiply Documentation). Any material updates to Multiply Documentation will be communicated to the Customer to the email address provided by the Customer in most recent Purchase Order and/or will be featured in a prominent notice on the Platform or the Supplier’s website. It is the Customer’s responsibility to ensure that it is aware of the most current version of such documents in force.

No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

If any provision or part-provision of this agreement is deemed deleted, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises and understandings between them, whether written or oral, relating to its subject matter.

Notwithstanding any contrary provision in this agreement, the Customer hereby grants to the Supplier the express right to use the Customer’s logo and related trademarks in its online and offline (including social media) marketing and sales materials.

The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement. The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

Save where otherwise set out in any Purchase Order or the Data Protection Schedule, any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by recorded delivery post with acknowledgment of receipt to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes, or sent by email to the email address as set out in the Purchase Order.

A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in Normal Business Hours, at 9am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of delivery (as shown by time on the delivery receipt obtained by the sender).

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Sweden.

Each party irrevocably agrees that the District Court of Stockholm, Sweden shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims) which has not been capable of amicable resolution between the parties within 30 days of a party being notified of a dispute.

Definitions

Applicable Privacy Laws any European privacy, e-privacy or data protection laws, including without limitation, any European Union legislation relating to Personal Data including the General Data Protection Regulation ((EU) 2016/679) (“GDPR”)) and any national implementing legislation (including the Swedish Data Protection Act (2018:218) (Swe. lag (2018:218) med kompletterande bestämmelser till EU:s dataskyddsförordning) and the Swedish Data Protection Regulation (2018:219) (Swe. Förordning (2018:219) med kompletterande bestämmelser till EU:s dataskyddsförordning), the United Kingdom Data Protection Act 2018 and the UK GDPR (“UK Data Protection Legislation”) and only to the extent applicable to a party, a Data Subject, the Protected Data or the processing and the Services contemplated under the Agreement.

For the purposes of this Data Processing Schedule, the following terms: “Controller”, “Data Subject”, “International Organisation”, “Personal Data”, “Personal Data Breach”, “Processing”, “Processor” and “Joint-Processor”, shall have the meanings given to them at Article 4 of the GDPR. The following terms shall have the meanings:

‍Protected Data means Personal Data received from or on behalf of Customer as submitted by or on behalf of Customer (including by a User) in or to the Multiply Platform under the Agreement; and

‍Sub-Processor means any agent, subcontractor or other third party (excluding its employees) engaged by Multiply for carrying out any processing activities on behalf of Customer in respect of the Protected Data.

Any other capitalised terms in this Data Processing Schedule (the “Schedule”) shall have the meanings set out in the Multiply Terms and Conditions (the “Agreement”).

Compliance with Applicable Privacy Laws. The parties agree that save where expressly stated, Customer is a Controller and Multiply is a Processor for the purposes of processing Protected Data pursuant to the Agreement. The parties enter into this Schedule to comply with Article 28 of the GDPR. Customer shall at all times comply with all Applicable Privacy Laws in connection with the processing of Protected Data. Customer shall ensure all instructions given by it to Multiply in respect of Protected Data (including the terms of this Schedule) shall at all times be in accordance with Applicable Privacy Laws. Nothing in this Schedule relieves either party of any responsibilities or liabilities under the Applicable Privacy Laws.  

Multiply’s compliance with Applicable Privacy Laws. (a) Multiply as a Processor. The Multiply Platform shall process Protected Data in compliance with the obligations placed on it as a Processor under Applicable Privacy Laws and the terms of this Schedule. (b) Multiply as a Controller. Where Multiply processes Personal Data of, or provided by, Customer for the purposes of providing Multiply’s business and services (including for its business and development of the Multiply Platform, customer and account management, the provision of support services and any related marketing activities), Multiply is acting as a Controller of such Personal Data which will be processed at all times pursuant to Multiply’s Privacy Policy (available via the link set out in Part A of this Schedule).

Instructions. Multiply shall only process (and shall ensure that it’s personnel and Sub-Processors only process) the Protected Data in accordance with Customer’s instructions set out at Part A of this Schedule and the terms of this Schedule, except to the extent: (i) that alternative processing instructions are agreed between the parties in writing; or (ii) as is otherwise required by applicable law (and Multiply shall inform Customer of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest). If Multiply believes that any instruction received by it from Customer does or is likely to infringe the Applicable Privacy Laws it shall be entitled to cease to provide the relevant services under the Agreement until the parties have agreed appropriate amended instructions which are not infringing.

Security. To protect the Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access, Multiply shall implement and maintain the technical and organisational measures in accordance with Multiply’s security commitment set out in Part B of this Schedule.

Sub-processing. (a) Multiply shall maintain and make available a list of its authorised Sub-Processors which may be updated by Multiply in its discretion from time to time. The current list of Sub-Processors is set out at Part A of this Schedule.  Multiply will notify Customer of any new or replacement Sub-Processor(s) appointed to process Protected Data in connection with the provision of the relevant part of the Multiply services. Customer may reasonably object to Multiply’s appointment of new or replacement of a Sub-Processor by notifying Multiply promptly in writing, and in any case, within ten (10) business days after receipt of Multiply’s notification. Past this timeframe, Customer shall be deemed to have accepted any such new or replacement Sub-Processors. If Customer wishes to object, it shall provide in its notification to Multiply the reasonable grounds for the objection, which must relate to compliance with Applicable Privacy Laws. (b) In the event Customer reasonably objects to the replacement or use of a new Sub-Processor, as permitted in section 6(a), Multiply will use commercially reasonable efforts to make available to Customer a change in the Multiply services or recommend a commercially reasonable change to Customer’s configuration or use of Multiply services to avoid processing of Protected Data by the objected-to replacement or new Sub-Processor. If Multiply does not or is unable to make available such change within a reasonable period of time Customer may terminate the applicable part of the Multiply service which cannot be provided by Multiply without the use of the objected-to replacement or new Sub-Processor, upon providing no less than thirty (30) business days written notice to Multiply. Such termination will be for Customer’s convenience and shall not be for breach by Multiply. Customer’s termination under this Section 6(b) will not relieve Customer of its payment obligations under the Agreement or trigger any refund of pre-paid fees. (c) Prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, Multiply shall ensure that each Sub-Processor is bound by a written contract containing materially similar obligations as those set out under this Schedule. Multiply shall: (i) remain fully liable to Customer under this Schedule for all the acts and omissions of each Sub-Processor as if they were committed by Multiply (but not to a greater extent than that); and (ii) ensure that all persons authorised by Multiply(including Multiply’s personnel) or any Sub-Processor to process Protected Data are subject to a binding written contractual obligation to keep the Protected Data confidential.

Assistance. Multiply shall (at Customer’s cost) assist Customer in ensuring compliance with Customer’s obligations pursuant to Articles 32 to 36 of the GDPR (and any similar obligations under the Applicable Privacy Laws) taking into account the nature of the processing and the information available to Multiply. Multiply shall (at Customer’s cost) taking into account the nature of the processing, assist Customer (by appropriate technical and organisational measures), insofar as this is possible, for the fulfilment of Customer’s obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPR (and any similar obligations under Applicable Privacy Laws) in respect of any Protected Data.

International transfers. Multiply shall not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data in or to countries outside the European Economic Area (“EEA”) or the United Kingdom (“UK”) or to any International Organisation without the prior written authorisation of Customer, unless Multiply has implemented one of the safeguards set out in Chapter V (Articles 44-50) of the GDPR prior to such processing/transfer. Where required by Applicable Privacy Laws, Part C below shall apply.

Audits and processing. Multiply shall, in accordance with Applicable Privacy Laws, make available to Customer such information that is in its possession or control as is necessary to demonstrate Multiply’s compliance with the obligations placed on it under this Schedule and to demonstrate compliance with the obligations on each party imposed by Article 28 of the GDPR (and under any equivalent Applicable Privacy Laws equivalent to that Article 28), and allow for and contribute to audits, including inspections, by Customer (or another auditor mandated by Customer) for this purpose (subject to a maximum of one audit request in any 12 month period, and provided that such audit is conducted on reasonable notice, during normal business hours in Malta,  and results in minimal disruption to Multiply’s business, except where the audit relates to or follows a Personal Data Breach).

Personal Data Breach. Multiply shall notify Customer without undue delay and in writing on becoming aware of any Personal Data Breach in respect of any Protected Data.

Deletion/Return. Upon termination of provision of the services under the Agreement relating to the processing of Protected Data, at Customer’s cost and Customer’s option, Multiply shall either return all of the Protected Data to Customer or securely dispose of the Protected Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires Multiply to store such Protected Data. If Customer does not exercise its return option under this Section 11 within sixty (60) Business Days following termination or expiry of the Agreement for whatever reason, Multiply shall have no obligation to keep any Protected Data and will proceed to automatic deletion of such Protected Data. The deletion/return requirement shall not apply to Multiply to the extent that: (a) Multiply is the Controller of any Personal Data (in such case, such Personal Data shall be retained in accordance with Multiply’s Privacy Policy); (b) any Protected Data has been anonymised  or aggregated so that Data Subjects or Customer cannot be personally and individually identified (“Aggregated Data”). Such Aggregated Data is not Personal Data for the purposes of Applicable Privacy Laws and Customer expressly acknowledges that Multiply may process such Aggregated Data as it sees fit, including for its own business and product improvement.

Liability.  When acting as separate Controllers (or where the parties are deemed to be Joint Controllers) of any Protected Data or any Personal Data hereunder, each party shall only be liable for its own breach of the Applicable Privacy Laws or of this Schedule and shall not be jointly and/or severally liable with the other party for the other party’s breach. Accordingly, each party (“Party A”) agrees to hold harmless and to indemnify the other party (“Party B”) for any losses incurred by Party B due to the breach of the Applicable Privacy Laws by Party A arising out of or in connection with a party’s processing activity of Personal Data or Protected Data. In all cases, Multiply’s liability arising out of or in connection with this Schedule or the Applicable Privacy Laws shall be subject to the cap on liability set forth in the Agreement.

for our legitimate interests or those of a third party.

Processing of the Protected Data by Multiply under this Schedule and the Agreement, shall be for the subject-matter, duration, nature and purposes and involve the types of Personal Data and categories of Data Subjects set out in this Part A.

Instructions:
‍
‍Subject-matter of processing: To enable Multiply to provide the services and perform its obligations under the Agreement. Duration of the processing: (i) For the duration of the Agreement, and as long as Multiply has Protected Data in its possession, and (ii) pursuant to the Multiply Privacy Policy available via this link multiply.co/privacy. Nature and purpose of the processing: To enable Multiply to provide the Services to Customer pursuant to the terms of the Agreement. Type of Personal Data: First Name, Surname, Email Address, Job Title, Company or Employer Details, Office Address, social media profile details, Log-In Details to the Multiply Platform, User analytics, technical and statistical data (including collected via cookies and other similar tracking technologies where the same has been consented to by the Data Subject / User), any Personal Data to the extent it is contained in any Content uploaded by Customer (or on Customer’s behalf) to the Multiply Platform. Categories of Data Subjects: Ordinary Data Subjects (the services provided by Multiply are not intended for vulnerable adults or children), including Customer’s Data Subjects and any Authorised User. Multiply’s Data Protection Contact and Contact Details: Rasmus Adler Wahlberg (privacy@multiply.co)

Authorised Sub-Processors:‍

In accordance with Applicable Privacy Laws, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of the Protected Data to be carried out under or in connection with this Agreement, as well as the risks of varying likelihood and severity for the rights and freedoms of natural persons and the risks that are presented by the processing, especially from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Protected Data transmitted, stored or otherwise processed, Multiply shall implement appropriate technical and organisational security measures appropriate to the risk, including, as appropriate, those matters mentioned in Articles 32(1)(a) to 32(1)(d) (inclusive) of the GDPR.

Customer acknowledges that Multiply and its Sub-Processors may process Protected Data in countries that are outside of the EEA, United Kingdom, and Switzerland (European Countries). If Protected Data is transferred to a country or territory outside of European Countries, then such transfer will only take place if: (a) the country ensures an adequate level of data protection; or (b) one of the safeguards set out in Chapter V (Articles 44-50) of the GDPR or the UK GDPR (as applicable) or any equivalent under any successor legislation is satisfied.

Where Multiply processes Protected Data in non-EEA countries and such non-EEA country does not benefit from a finding of adequacy by the European Commission (or such finding of adequacy is withdrawn or not applicable to the processing under this Schedule), it shall comply with the EU Commission’s Standard Contractual Clauses (annexed to EU Commission Decision 2021/914/EU of 4 June 2021) (the EU SCCs) which are incorporated by reference. You may request a copy of the EU SCCs and the UK SCCs at any time by emailing privacy@multiply.co. In the event that other data transfer mechanisms do not apply, the EU SCCS shall be entered into and incorporated into this Schedule by this reference and completed as follows: Module 2 (Controller to Processor) will apply where Customer is a controller of Protected Data and Multiply is a Processor of Protected Data, and the following Module 2 clauses shall apply: (i) in Clause 7, the optional docking clause will apply; (ii) in Clause 9, Option 2 will apply, and the time period for prior notice of Sub-Processor changes shall be as set out in Section 6 of this Schedule; (iii) in Clause 11, the optional language will not apply; (iv) in Clause 12, any claims brought under the EU SCCs shall be subject to the terms and conditions set forth in the Agreement. In no event shall any party limit its liability with respect to any data subject rights under the EU SCCs; (v) in Clause 13, the Supervisory Authority shall be the Swedish Authority for Privacy Protection (IMY); (vi) in Clause 17, Option 1 will apply, will be governed by the laws of Sweden; (vii) Clause 18, the Parties agree to submit themselves to the jurisdiction of the courts of Stockholm, Sweden; (viii) Annex I of the EU SCCs shall be deemed completed with the information set out in the Agreement; (ix) Annex II of the EU SCCs shall be deemed completed with the information set out in Part B to this Schedule; and (x) Annex III of the EU SCCs shall be deemed completed with the information set out in Part C to this Schedule.

To the extent any export from or processing of Protected Data outside the UK is subject to Applicable Privacy Laws in the UK (including the UK Data Protection Legislation), for so long as it is lawfully permitted to rely on standard contractual clauses for the transfer of Protected Data to processors set out in the European Commission’s Decision 2010/87/EU (Prior C2P SCCs), the Prior C2P SCCs shall apply between Customer and Multiply on the following basis: (i) Appendix I and II shall be deemed completed with the relevant information set out in Annex I and II to this DPA; (ii) references in the Clauses to “the law of the Member State in which the data exporter is established” shall be deemed to mean “the law of England and Wales”; (iii) the optional illustrative indemnification clause will not apply; and (iv) any other obligation in the Clauses determined by the Member State in which the data exporter is established shall be deemed to refer to an obligation under the UK Data Protection Legislation.   Where the Prior C2P SCCs do not apply and the parties are lawfully permitted to rely on the EU SCCs for transfers of Personal Data from the UK subject to completion of a UK Addendum to the EU SCCs issued by the Information Commissioner’s Office under s.119A(1) of the Data Protection Act 2018 (UK Addendum). If neither the Prior C2P SCCs or UK Addendum with EU SCCs applies, then the parties shall cooperate in good faith to implement appropriate safeguards for transfers of such Protected Data as required or permitted by the UK Data Protection Legislation without undue delay.