General Terms and Conditions

Date (28.10.2020) Version [1.3] Revision date [15.01.2021]

GENERAL TERMS AND CONDITIONS

Last updated: 21 October 2020

1. DEFINITIONS

Account: The Customer is provided with an Account. An Account is necessary to access the Product. The Account will be accessible through a set of credentials, consisting of a username and password combination for authorization.

Admin: A physical person that the Customer appoints who will have administrative rights on behalf of the Customer in the Customer Portal.

Agreement: This Subscription Agreement, which regulates the conditions under which the Customer buys a license (a subscription) to one or several Products from the Supplier on behalf of the Customer’s End Users. These conditions are the standard terms that apply to anyone who uses the Products covered by this Agreement, including the End User License Agreement (EULA). Changes in the Agreement are only valid if signed by the Supplier’s General Manager, or if published on the Supplier’s Official Website(s) or in Bridge as a general updated version of this document. The Products may also be bought through a sales agent or reseller of the Supplier, and the EULA applies in addition to the agreement from such agent or reseller.

Bridge: The Supplier’s front-end application available at https://bridge.axess.no to be used as the Customer’s Portal. Bridge allows the Customer to log in to a Customer account and access the paid Products (the Licenses) connected to this account.

Customer: The legal entity which has entered into the Agreement with the Supplier.

Customer Portal: The Customer will through a separate web page (Bridge) dedicated for the Customer’s Admin after login on Bridge be able to review the status on its total Licenses and minimum technical requirements for using the Products.

End User: The physical person who holds a valid right of use to the Products as described in the Agreement. The End User is party to and bound by the EULA once the End User downloads or starts to use the Product. The Customer’s Admin defines and authorizes which persons can have access to the Products as the Customer’s End Users. End Users are not required to be an employee of the Customer.

End User Agreement: The EULA together with the Privacy Policy, which is made available for the End User of the Product through Bridge.

EULA: The End User License Agreement to the Product. The EULA will be based upon Appendix 1 and made available for the End User together with the Product. The EULA is available through Bridge.

License: A subscription license is i) a right to use the Products in the License Period, ii) a right to receive standard support in the License Period, iii) a right to receive standard maintenance in the License Period and iv) a right to receive standard SLA in the License Period. A subscription license to the Products from the Supplier on behalf of the Customer’s End Users giving such End Users a non-exclusive, non-transferable, royalty-free and time-limited right of use of such Products (limited to the period the License Fee is pre-paid for by the Customer).

License Fee: The fee that the Customer is obligated to pay in order to give the End Users authorization through this Agreement to use the Products the Customer has paid such fee for in the relevant license period. The License Fee for the Products may be annual, quarterly or monthly.

License Period: The time period (annual, quarterly or monthly) for which the Customer has paid the License Fee and has a valid license giving the End Users authorization and access to use the Products.

Partner: The company that is accepted by Supplier to act as an authorized Partner of Supplier’s Products. A Partner may resell both Licenses on Products (on the conditions in this Agreement) and Additional Services on Products (on the conditions in the Additional Services Agreement from Supplier). The Customer may pay the Partner for both the License Fee and the Additional Services Fee. The Partner is only handling the transaction element on behalf of the Supplier.

Party: The Supplier or the Customer.

Parties: The Supplier and the Customer.

Privacy Policy: The Privacy Policy to the Product. The Privacy Policy will be based upon Exhibit 2 and made available for the End User together with the Product. The Privacy Policy is available through Bridge.

Products: The standard software products developed by the Supplier that the Supplier supplies separately or jointly to the Customer pursuant to the agreed upon terms in the Agreement. The Products may be standalone applications and/or features that may be licensed (subscribed to) separately or as packages. A detailed description of each Product with prices and license period may be found in Bridge, on the Customer Portal, or on the Supplier’s Official Website(s).

Supplier: Axess Digital AS with business registration no. 923 232 5001, and registered office address Oscar Hanssens veg 5, 6415 Molde, Norway.

Additional Services Agreement: The agreement between Customer and Supplier describing the agreed additional services, such as extended SLA, extended support, extended maintenance and/or consultancy services, regarding the Product that the Supplier shall deliver to the Customer.

The Supplier’s Official Website(s): Products described at www.axessgroup.com/software-digital-solutions/, and Bridge (login to Customer’s Portal to access the Products) at https://bridge.axess.no.

Third Party Products: Products not developed by the Supplier, including hardware or other software products than the Products. Bridge may contain links to Third Party Products.

2. GENERAL

2.1 Agreements between the Parties

The Supplier has developed Products that it chooses to license to the Customer as described in this Agreement.

The Supplier can also deliver certain consultancy assistance in order to customize the Products to the Customer’s needs. Specification of such services with delivery and other terms regarding such assistance shall be regulated between the Parties by Exhibit 4 Additional Service Agreement.

2.2 Bridge and Customer account

Bridge provides an interface for the Customer to access the licensed Products. After the Customer has paid the License Fee for a specific Product, the End User will be able to access such Product through Bridge. The License Period will be shown through Bridge (month, quarter or year).

Each Customer will have its own Customer Account, and the Customer will through its Customer Account be able to see purchased Products with License Periods and License fees.

Third Party Products are not covered by this Agreement (the Customer must enter into a separate agreement with such third party).

2.3 Minimum requirements to Customer for using Supplier’s Products

The Customer is responsible for Internet connection for the Customer as well as for its End Users as well as other general minimum requirement that apply for use of the relevant Products as described together with the technical description of the Products available on the Customer Portal.

3. CUSTOMER’S RIGHTS AND OBLIGATIONS

Once the Customer has paid the License Fee for the Products, the set End User shall receive a non-exclusive, non-transferable, royalty-free and time-limited license (right of use) to the Product(s) in object code covered by the License Fee for the License Period, within the scope of this Agreement and without the right to sub-license, see Exhibit 1.

The Customer shall have no right of title or ownership to the Product, and no right to distribute, license (whether or not through multiple tiers) or otherwise transfer the Product to any third party. The Customer shall have no right to rebrand or repurpose the Product in any way. The Customer can act as a rental house for Products: A Customer may purchase Licenses from the Supplier by paying the applicable License Fees and thereafter decide prices to be paid by its End Users for their use, conditional upon them accepting the End User License Agreement and the Privacy Policy.

The Customer may not reverse engineer, decompile, modify or disassemble the Product or otherwise reduce the Product to human-perceivable form in whole or in part, except and only to the extent that such activity is expressly permitted by this Agreement or by applicable laws.

4. INTELLECTUAL PROPERTY RIGHTS

Unless otherwise stated herein, the existing content and any other information available through the Products belongs to the Supplier. The Supplier with its licensors, retain all copyright and all other intellectual property rights and other related rights to the Products, including the technology and databases behind the Product as well as the Product’s associated software. This also applies to any corrections, bug fixes, enhancements, updates, improvements or modifications thereto, and the Customer hereby irrevocably transfers, conveys and assigns to the Supplier all of its rights, titles and interests therein.

The Customer retains the property rights that are rightfully the Customer’s to the data that the Customer or the Customer’s End Users enters into the Products. The Customer is responsible for keeping backups of all data the Customer itself or the End User enters into the Products. The Customer and its End Users are also responsible for their respective use of such data.

5. STANDARD SUPPORT

The Customer shall have the right, under any and the same restrictions and obligations as follows from this Agreement, for its appointed Admin to send questions regarding the Products to the Supplier to the e-mail stated in the Customer Portal for Single point of contact (SPOC). Such requests will be responded to within 5 working days in Norway during the License Period, provided that the Customer has paid the applicable License Fee for such Products.

Any other support regarding the Products from the Supplier is available as described in the Additional Service Agreement between the Parties.

6. STANDARD MAINTENANCE

Updates of the Products in the License Period: The Customer shall have the right, under any and the same restrictions and obligations as follow from this Agreement, to use any updates and upgrades to the Products released by the Supplier on the Customer Portal during the License Period, provided that the Customer has paid the applicable License Fee for such Products.

Any other maintenance regarding the Products from the Supplier is available as described in the Additional Service Agreement between the Parties.

7. STANDARD SLA

The Supplier provides the standard SLA for each Products in the License Period: The Customer will have access to standard documentation and FAQ for the Products that will be made available after login on the Customer Portal. If such access is not granted, the appointed Admin shall have the right to send an e-mail with subject “error in access” to the address stated in the Customer Portal for Single point of contact (SPOC) that will be responded to within the next working day in Norway during the License Period, provided that the Customer has paid the applicable License Fee for such Products.

Any other SLA regarding the Products from the Supplier is available as described in the Additional Service Agreement between the Parties.

8. PAYMENT

8.1 Prices and delivery terms

All prices including the License Fee are specified exclusive of value-added tax (VAT) and other relevant taxes, duties or other such additional sums. This is including, but without prejudice to the foregoing generality, purchase tax, excise tax, tax on sales, property or use; import or other duties, whether levied in respect of this Agreement, the Product, its use or otherwise and if applicable; packing, delivery and installation. Delivery terms and conditions are Ex Works (Incoterms 2020).

In the event the Supplier must purchase products/services in foreign currency as part of its deliveries to the Customer, the exchange rate on the Supplier’s invoice date shall be used.

8.2 Invoicing

The License Fee will be invoiced by the Supplier or by the Partner, which shall send invoices to the Customer itemizing each Product the Customer orders from the Supplier or the Partner. The invoice or order confirmation will specify the applicable Product with License Period and License Fee.

The Customer shall pay the set License Fee within ten (10) days of receipt of the invoice. The End User will not have any right to use the Product before the License Fee is paid. The terms in the offer or in the order confirmation from the Supplier or the Partner will prevail in case it conflicts with this section 8.

Upon renewal of a License the current License Fee at the time of renewal will be applicable. Unless otherwise specifically agreed in writing, the Supplier may conduct annual price regulations with effect from January 1^st each year at a rate not exceeding 4 % of the previous year’s License Fee.

The Supplier may update its License Fees from time to time with thirty (30) days’ notice.

8.3 Late payment

If the Customer after receiving an invoice issued in accordance with this Agreement fails to make the payment within the due date, the Supplier or the Partner may submit a written notice requesting payment from Customer. If the Customer still fails to make the payment within ten (10) days of receipt of the written notice, the Customer shall be deemed in default and the Supplier’s contractual obligations shall be suspended until payment is made.

9. WARRANTY

The Supplier’s warranty is limited to the Products and for the period the Customer has paid the License Fee for, and reads as follows: The Product is sold “as is”, the Supplier shall not be liable towards the Customer or the End User if the Product is unavailable for a short amount of time, nor does the Supplier guarantee that the Product will always be available. Updates and service to the Product as well as unforeseen obstacles may incur shorter periods of unavailability. However, if the Product is unavailable for use for the End User for a considerable amount of time during the period covered by the License Fee, the Supplier shall give the End User access to a new copy of the Product, free of charge for the End User or the Customer. The Customer or the End User shall be given the opportunity to install the Product via e-mail or other means of electronic communication such as a web page from which the Products can be downloaded.

The Supplier does not warrant that the Product(s) are free from errors or defects. The Supplier will only rectify errors or defects in the Product as stipulated in the Service Agreement with the Supplier.

The Supplier does not warrant that the Product can be used for one or several specific purposes, or will function without problems with Third Party Products or the Customer’s systems. The Supplier does not warrant any results or suitability of results, from the use of the Product, based on the Customer’s input of data.

Both during the term of the Agreement and after the termination of the Agreement, the Customer shall refrain from using the Products in a way that is unlawful, unethical or may discredit, depreciate or otherwise be harmful to the Supplier’s reputation or goodwill, and shall also refrain from making statements in relation to the Supplier or the Products with similar effects, in so far as this restriction is permissible by applicable law. If the Supplier becomes aware that the Customer has breached this paragraph, the Supplier shall first give the Customer a notice with ten (10) days to cease and remedy the damages. If the Customer fails to do so in the given time, the Supplier may revoke the Customer’s License with immediate effect.

In the event that the Supplier becomes aware that the Customer has used the Product for gross human rights violations, the Supplier retains the right to revoke the Customer’s License with immediate effect.

10. ASSIGNMENT

The Supplier can assign its rights and/or obligations under the Agreement in whole or in part to a third party. Upon such assignment, the Customer shall be notified in writing. The Customer cannot assign rights or obligations without the Supplier’s written consent.

11. DURATION AND TERMINATION

This Agreement lasts for the duration of the License Period paid by the Customer.

The Customer’s rights to use the Products will automatically cease on the last day of the License Period (the last day of the period covered by the paid License Fee).

If the Customer pays for a new License Period, then the Agreement will be deemed renewed according to such additional License Period the Customer has paid for.

In the event that the Supplier becomes aware that the Customer has used, or is using, any Product in a manner that is deemed illegal, extreme, politically extreme, violent or otherwise harmful to others, the Supplier will send the Customer a cease and desist notice. If the Customer either fails to respond to the cease and desist notice within 10 days of receipt, and/or continues to use the product to create the same content as described in the cease and desist notice, the Supplier reserves the right to terminate the License until a resolution is agreed upon between the Supplier and the Customer.

12. COMPLAINTS, DEFAULT AND SANCTIONS

The Supplier's liability towards the Customer is in its entirety regulated in this Agreement. The Supplier shall under no circumstances be liable towards the Customer for any loss, whether consequential, indirect or direct, unless mandatory law stipulates otherwise. In the event of such mandatory law, the Customer loses the right to argue liability/sanctions against the Supplier under this Agreement if the Supplier has not received written, specific complaints within 30 days after the Customer discovered or should have discovered the breach of contract.

The Supplier is not liable for loss, injury to, and/or of deletion or similar of data, software, systems etc. Further, the Supplier is not responsible for direct or indirect loss of the Customer or a third party caused by errors or defects regarding data, software, systems etc. This also applies for losses incurred by third parties and losses that could occur after wrongful use of the Products or use of Products that is inconsistent with user manuals.

Under any circumstances the Supplier's maximum liability following the Agreement is limited to NOK 100 000.

13. FORCE MAJEURE

In the event that the implementation of the Parties’ Agreement is impeded or made significantly more difficult by a factor outside the Parties’ or subcontractor’s control, or which under general law in Norway is considered force majeure, the Parties’ obligations under the Agreement will be suspended to the extent to which and for the period in which they are impeded. A Party affected by such a factor shall notify the other Party immediately that a force majeure is deemed to have occurred.

14. CONFIDENTIAL INFORMATION

Information the Party becomes acquainted with in relation to the conclusion or execution of the Agreement, and that relates to the other Party’s operations, employees, products, services or use of the service, shall be kept confidential and not be disclosed to third parties without the other Party’s written consent.

The duty of confidentiality does not prevent the Parties from utilizing the general knowledge and expertise acquired in relation to the execution of the Service in its future operations. The duty of confidentiality extends beyond the termination of this Agreement.

15. DISPUTE RESOLUTION

The Agreement shall be interpreted and governed in accordance with Norwegian law. Any disputes between the Customer and the Supplier related to the Agreement shall be decided by the ordinary courts of Norway. Both Parties consent that all disputes are submitted under the jurisdiction of the Romsdal District Court (Romsdal tingrett).