GENERAL TERMS AND CONDITIONS

These General Terms and Conditions (´GTC´s´) apply to the terms and conditions under which Áskell ehf. (reg.no. 490102-2210) (´We´, ´Us´, or ´Our´) provide you (´You´, ´Your´, or ´Yours´) with i) access to Solutions and Services, and/or ii) Professional Services (such as customization or specially written software), and/or iii) Time and Material services, that You requested in an Order You placed with Us. The Order, the Fee Schedule, these GTC´s, and other Terms and Policies referred to in the GTC´s, jointly form the ´Agreement´ between You and Us. You confirm and acknowledge that You have read the Agreement, that You understand its content, and that You agree to be bound by all its terms and conditions. You reconfirm Your assent to be bound by the Agreement every time You use or access Our Solutions, Our Custom Solutions and receive Our services. Every time You pay an invoice from US, you actively reconfirm your continued commitment under this Agreement.

1 TERMS AND POLICIES.

1.1 Our Terms and Policies are schedules to this Agreement, they are supplementary to, and form an integral part of, these GTC's.

They are:

A) the Solution Specific Terms relevant to the Solution/s that You choose,
B) Our Professional Services Agreement (PST terms),
C) Our Time and Material Services terms (TMT terms),
D) Our Data Processing Agreement,

(all of A-C jointly referred to as the 'Terms')

E) Our Fee schedule,
F) Our Support and Service Level Policy, (SLA)
G) Our Acceptable Use Policy,
H) Our Data Protection Policy,

(all of D-F jointly referred to as the ´Policies´)

And such other polices and standard terms we ask you to confirm.
1.2 In case of any conflict between the Order, the GTC and any of the Terms and Policies, the following hierarchy of terms shall decide which provisions rank in priority (unless another ranking is specifically agreed on between You and Us in writing).

No. 1. the Order,
No. 2. the Fee schedule,
No. 3. these GTC´s,
No. 4. the Solution Specific Terms applicable to the Solution You requested/use,
No. 5. Our Professional Services Agreement,
No. 6. Our Time and Material Service Terms,
No. 7. Our Support and Service Level Agreement (SLA),
No. 8. Our Data Processing Agreement,
No. 9. Our Acceptable Use Policy,
No. 10. Our Data Protection Policy,

Only with regards to the processing of Personal Data, the Data Protection Policy and the Data Processing Agreement rank highest.

2 OUR SOLUTIONS AND SERVICES.

2.1 In this Agreement the following terms have these definitions:

A. Standard Solutions

2.1.1 (Our) Product/-s are Our commercially available off-the-shelf, standard software solutions, bundled into a service that generally fits the needs of Our customers. Our current selection of Products can be found on Our website www.askell.is.

2.1.2 (Our) Webtools are commercially available off-the-shelf, standard software solutions that add functionality or features to Our Products. Our current selection of Webtools can be found on Our website www.askell.is.

2.1.3 (Our) Reusable Micro-apps are components (code, design, presentation and/or look-and-feel), that We have developed and can use as stand-alone additional services, or parts of Custom solutions.

2.1.4 (Our) Platform Services. We operate and maintain Solutions in Our own technical environment, or in an environment hosted for Us by a third party and make them available to You through Our Platform Services in the form of ´Software as a Service´ on an ´as-is´ basis. Our Platform Services provide You with your window into Our Solutions and grant you access rights to those of Our Solutions that You have a valid subscription to under this Agreement. This includes remote access to specified functions, to be used within the defined Scope of Use.

2.1.5 (Your) Scope of Use has the meaning ascribed to the term in the Order.

2.1.6 Analytical Data refers to any usage or reference data collected by Us or third parties for Us, in whatever form or format from time to time and any document or media containing such information or data, aimed at providing statistical information or produce analytics.

2.1.7 (Our) Analytical Data Services refers to services we provide in collecting, maintaining, consuming, normalizing, aggregating, and compiling data and placing such data into context and deducing and distilling indicators and metrics that may be of use from that data.

2.1.8 (Our) Solution/-s is an umbrella term that covers all Our software (Products, Webtools, Reusable Micro-apps and Platform Services) and Our Analytical Data Services, subscribed to under this Agreement, as well as any and all Updates, New Releases, New Versions, bug fixes, modifications, enhancements and derivative work of that software.

2.1.9 (Our) Maintenance Services refers to Our standard maintenance services for subscribers to Our Solutions through Our Platform Services (other than Custom solutions). Service levels and access times are defined in Our Terms and Policies.

More details on available Products, Webtools, Micro-Apps, Analytical Data Services, and their cost can be found in Our Terms and Policies. We actively develop and maintain Products and Webtools and regularly release new versions. More specifics on those matters and Our Services can be found in Our Terms and Policies.

We do not actively develop Reusable Micro-Apps and they are not covered by Our Maintenance Services. All updates of Micro-Apps need to be specifically agreed on and paid for.

B. Custom services and Time and Material Services.

2.1.10 (Our) Custom solutions: refers to software that is specifically written, coded, or developed at request. The cost of, maintenance, and updates for Custom solutions are subject to a specific agreement between You and Us, governed by Our PSA's.

2.1.11 (Our) PSA's refers to Our Professional Services Agreement, which contains provisions on customization, professional services, and special implementation and configuration services.

2.1.12 (Our) Time and Material Services refers to work and services we provide to You, which does not entail the creation of Custom solutions and is not covered by our Maintenance Services. We provide these services to You under (Our) Time and Material Services terms (also ´TMT terms´).

C. General

2.1.13 (Your) Order means the order You placed for an initial subscription of Solutions, Custom solutions and/or Time and Material services, and will include any renewals, extensions, and all later, additional orders or purchases submitted to Us. The Order can be submitted online, be in written form or by e-mail.

2.1.14 Affiliate (of a relevant party): refers an entity which, directly or indirectly, owns or controls that party, is owned or is controlled by that party, or is under that parties common ownership or control with other parties, where ´control´ means the power to direct the management or affairs of an entity, and ´ownership´ means the beneficial ownership of 50% (or, if the applicable jurisdiction does not allow majority ownership, the maximum amount permitted under such law) or more of the voting equity securities or other equivalent voting interests of the entity.

2.1.15 Fees. We charge a monthly fee for Our Solutions as well as fees based on number of users, the number of impressions, Webtools and/or Micro-apps you have subscribed to, and other metrics. For Custom Solutions and Time and Material Services, We charge as agreed on in the Order. The term ´Fee´ refers to all such fees payable by You.

Other defined terms have the meanings ascribed to them in the relevant part of these GTC´s.

3 SOFTWARE TERMS.

3.1. Your Customisations.

This Provision applies If it is specifically stated the Order that You are permitted to modify or customize the Solutions. ´Your Customisations´ means, by way of example, any additions, configurations of existing functionality and/or integration with external third-party code. You may use Your Customisations solely with respect to Your permitted Scope of Use and only in support of Your permitted use. You may not distribute Your Customisations to any third party. We have no support, maintenance, warranty, indemnification or other obligation or liability with respect to Your Customisations or their combination, interaction or use with Our Solutions or Custom solutions. YOU SHALL INDEMNIFY, DEFEND AND HOLD US HARMLESS FROM AND AGAINST ANY AND ALL COSTS, DAMAGES, LOSSES, LIABILITIES AND EXPENSES AND WHATEVER OTHER CLAIMS (INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS) ARISING OUT OF OR IN CONNECTION WITH ANY CLAIM BROUGHT AGAINST US BY A THIRD PARTY RELATING TO YOUR CUSTOMISATIONS or Your breach of this Section 3.1. If such occasion arises, We will: a) send You prompt written notice of such claim (in sufficient time for You to respond without prejudice); b) grant You the exclusive right to control and direct the investigation, defence, or settlement of such claim; and c) provide You with reasonably necessary cooperation from Us, at Your expense.

4 PLATFORM SERVICES TERMS.

The terms of this Section 4 are applicable if You have subscribed to Our Platform Services

4.1 Acceptance of functionality

You acknowledge that Our Platform Services are on-line, subscription-based products and that We may make changes to the Platform Services from time to time. More details on access times, service and maintenance, scope of use and security measures are defined in the Order and can be found in our Terms and Policies. When You have accessed the Platform Services You are considered to have accepted their functionality if You do not make written objections within one week. If You do object, We have no obligation to react to the objections, for example by amending, altering or updating functionality and Your sole recourse and remedy is to give notice of termination of this Agreement.

4.2 Subscription Terms and Renewals.

Platform Services are provided on a subscription basis for a set term specified in Your Order (´Subscription Term´). The Subscription Term includes a billing cycle (i.e. 1, 6 or 12 months). Except if otherwise specified in Your Order, all subscriptions will automatically renew for periods equal to Your initial Subscription Term (and You will be charged at the then-current rates) unless You cancel Your subscription with a written notice to Us (receipt confirmed, e-mail sufficient), received before 1/6 of the current billing cycle is left. If You cancel within that time, Your subscription will terminate at the end of the current Subscription Term, but You will not be entitled to any credits or refunds for amounts accrued and fees paid prior to such termination.

4.3 Authorized Users.

Authorized Users means specific individual human (natural person) users that You have both; a) designated to have the right to access and use the Solutions and; b) for whom You have paid the relevant Fees. Some Solutions may allow You to designate different types of Authorized Users, for whom pricing, and functionality may vary according to the type. Authorized Users can be You (if You are a natural person), Your (or Your Affiliates’) employees, representatives, consultants, contractors, agents, or other third parties who are acting for Your benefit or on Your behalf. You may also permit Your customers to have limited access to certain Solutions as Authorized Users, subject to the terms of this Agreement, if that is specifically listed in the Order and incorporated in the Fee.

You represent and warrant that You are responsible for compliance with this Agreement by all Authorized Users. All use of Solutions by You and Your Authorized Users must be within the limitations of Your Scope of Use, solely for the benefit of You and Your customers, and at all times adhere to Our Permitted Use Policy.

4.4 Credentials.

You must ensure that all Authorized Users keep their user IDs, passwords and/or access codes to all Our Solutions strictly confidential and do not share such information with any unauthorized person. User IDs are granted to individual, named persons, and may not be shared. You are responsible for all actions taken using Your accounts, user, access codes and passwords, and You agree to immediately notify Us of any unauthorized use of which You become aware.

4.5 Your Data.

“Your Data” means any data, content, code, advertisements, banners, payment- and clearing information or other materials or information of any type and in any form that You, or Your clients and customers, upload, submit, or otherwise transmit to or through Platform Services. You will retain all right, title and interest in and to Your Data in the form provided to Us. Subject to the terms of this Agreement, You hereby grant to Us a non-exclusive, worldwide, royalty-free, fully paid-up and irrevocable right and license to: a) collect, use, copy, store, transmit, modify and create derivative works of Your Data, in each case solely to the extent necessary to provide the applicable Platform Service to You, and b) for Platform Services that enable You to share Your Data or interact with other people or entities, to distribute and publicly perform and display Your Data as You (or Your Authorized Users) direct or enable through the Platform Service.

4.6 Security.

We implement security procedures to help protect Your Data in accordance with Our Terms and Policies, including Our Data Protection Policy. However, You acknowledge that use of the Platform Services necessarily involves transmission of Your Data over networks and through channels that are not owned, operated or controlled by Us, and We are not responsible for any of Your Data that may be lost, altered, intercepted or stored across such networks. We cannot and do not guarantee that Our security procedures will be error-free, that transmissions of Your Data will always be secure or that unauthorized third parties will never be able to defeat Our security measures or those of Our third-party service providers. Our Solutions may offer multi-tenant access or configurations and different levels of access control. You acknowledge that, as all software, such access controls have vulnerabilities, for example user access and privileges can be affected by updates and new versions of Our software or software used in connection to Our software, such as operating systems or development stack software. You acknowledge that Our responsibility in if such vulnerabilities arise, is limited to using Our best efforts to re-establish the previous settings.

You represent and warrant that You are responsible for ensuring that Authorized Users keep their credentials secret and secure at all times and that credentials are changed or deleted immediately when an Authorized User stops working for You or when there is reason to suspect that the integrity of the credentials has been compromised.

4.7 Usage parameters.

There may be specific usage parameters applicable to Our Solutions, such as storage limits, time restrictions, numbers of impressions, and other limiting parameters. These limits are described in Our Terms and Policies and may be agreed on in the Order. We reserve the right to charge for additional or overage fees for usage that exceeds other parameters, at the applicable rates. We may impose new, or may modify existing, limits for the Platform Services at any time in Our sole discretion, after notifying You.

4.8 Responsibility for Your Data.

a) General. You must ensure that Your use of Platform Services and all Your Data, is at all times compliant with all applicable local, and international laws and regulations (´Laws´). You represent and warrant that: a) You have obtained all necessary rights, releases, consent and permissions to provide all Your Data to Us and to grant the rights granted to Us in this Agreement, b) Your Data and its transfer to and use by Us as authorized by You under this Agreement do not violate any Laws (including without limitation those relating to export control (if applicable) and electronic communications) or rights of any third party, including without limitation any intellectual property rights, rights of privacy, rights of data protection, or rights of publicity, and any use, collection, disclosure or other forms of processing authorized herein is not inconsistent with the terms of any applicable privacy policies, and c) that all Your use of the Platform Services and Your Data is compliant with all Laws on payment services, Anti- money laundering and counter- terrorist financing. We assume no responsibility or liability for Your Data, and You shall be solely responsible for Your Data and the consequences of using, disclosing, storing, transmitting, and otherwise processing it.

b) Personal Data. Our Data Protection Policy is a part of Our Terms and Policies. Unless You specifically concluded a Processing Agreement with Us, governing processing of personal data that You entrust Us with, You will not submit to the Platform Services any personally identifiable information (´Personal Data´), except as necessary for Your operation of the Platform Services and in accordance with the General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679). You also acknowledge that, unless specifically agreed otherwise in a Processing Agreement, We are not acting as Your Processor or subcontractor (as such terms are defined and used in GDPR). If You do require Us to carry out specific, limited and defined actions, that constitute processing within the meaning of the GDPR, You will need to fill out a form and consent to Our Processing Agreement. Otherwise, We have no liability under this Agreement for Your Personal Data.

c) Indemnity for Your Data. You will defend, indemnify and hold Us harmless from and against any and all loss, cost, liability or damage, including attorneys’ fees, for which We become liable arising from or relating to any claim relating to Your Data, including but not limited to any claim brought by a third party alleging that Your Data, or Your use of the Platform Services, infringes or misappropriates the intellectual property rights of a third party or violates Laws. If such occasion arises, we will; a) promptly provide you written notice of such claim (in any event notice in sufficient time for You to respond without prejudice); b) grant You the exclusive right to control and direct the investigation, defence, or settlement of such claim; and c) provide You all reasonably necessary cooperation by Us at Your expense. If You have concluded a Processing Agreement with Us, liability for personal data that falls under the scope of that agreement will also be governed by some additional terms of the Processing Agreement.

4.9 Deletion at end of the Subscription Term.

We may remove or delete Your Data within a reasonable period of time after the termination of Your Subscription Term. In the event that You would want Your Data delivered to You, You shall notify Us thereof no sooner than one month and not later than 10 days prior to the termination of the Subscription Term. We will deliver Your Data to You for a fee in accordance with Our applicable rates.

4.10 Service-Specific Terms.

Some of Our Solutions may be subject to additional terms specific to that Solution. In such instances, the specific terms are set forth in the relevant Solution Specific Terms.

5 ANALYTICAL DATA SERVICES TERMS.

The terms of this Section 5 apply to any Analytical Data Services You have ordered, subscribed to or use.

Our Analytical Data Services are intended to provide You with suggestive data and approximation information that may assist You in identifying trends or deciding on strategies, for example for publishing and advertising campaigns.

We do not, neither at present, nor in the future, provide any business or strategic advice to You under this Agreement, and no Analytical Data Services may be considered as business or strategy advice for any purpose whatsoever. We do not know Your and Your customer’s needs, aims and requirements nor the purpose for which You choose to utilize Analytical Data Services and therefore, their use by You is entirely based on Your own assumptions. To remove any doubts, We do not accept any liability in this respect, nor do We accept any responsibility for the accuracy, comprehensiveness or context of the Analytical Data Services provided. It is your responsibility to undertake any and all independent inquiries as you deem fit, prior to using the Analytical Data Services as a basis for any decision or strategy. We are not liable in any way whatsoever for any claims, suits, contentions, expenses, damages or other losses incurred by You as a result of your reliance on any information or data provided as a Analytical Data Service.

You agree and warrant not to resell or permit access to Our Analytical Data Services or their output to others and not to copy such materials for resale or for any other purpose to others without the prior written consent by Us. You further agree and warrant and not to reproduce, adapt, upload, frame, publish, perform in public, display, disclose, rent, lease, modify, loan, distribute or transmit in any form Our Analytical Data Services or their output, without Our specific written consent. You agree and warrant not to create any derivative works based on the Analytical Data Services or their output.

6 OPEN-SOURCE SOFTWARE AND THIRD-PARTY CODE.

Our Solutions include code and libraries licensed to Us by third parties, including open-source software. You agree that You have been notified of this and approve of the use.

7 SUPPORT AND MAINTENANCE.

7.1 Support and maintenance.

We will provide support and maintenance services for Our Solutions, subject to the terms contained herein and according to the terms listed in Our Support and Service Level Agreement (´Support and Maintenance´), during the period for which You have paid the Fees (´Support Period´). Our Support and Maintenance terms may be modified by Us, from time to time, to reflect changing practices. Support and Maintenance for Solutions includes access to New Releases, in accordance with the SLA terms.

7.2 Custom solutions.

If You require Us to perform certain professional services, custom development work, which is not included in the definition of Maintenance and Support, or provide other Custom solutions, You will need to request such Additional Work by submitting a Professional Services Order. You will be charged for such Professional Services at Our then current rates, and they will be subject to the terms of Our PSAs. We do not carry out maintenance and support for the deliverables We provide in Our Professional Services, unless You conclude a specific agreement with Us on that support, subject to a fee.

8 DELIVERY AND FINANCIAL TERMS.

8.1 Delivery. We will provide You with the applicable license keys or login instructions to the email address(es) specified in Your Order, once payment of the Fees has been received, or conditioned on such payments being made, according to Our invoices. If You require Us to assist You with the implementation or configuration of the Products and Webtools, and We accept to provide such assistance, You will need to fill in a Professional Services Order and We will charge for such services according to the agreed upon Fees.

8.2 Payment. You agree to pay all Fees. You shall pay all fee amounts for Your Order and Professional Services Order, against an invoice from Us and thereafter for each billing cycle, in accordance with the terms of the invoice. All fee amounts are non-refundable, non-cancellable and non-creditable (unless otherwise stated and jointly agreed in writing).

8.3 Payment terms. The terms of payment are decided by the Order. Payment terms for Solutions differ between Solution Specific Terms. Payment terms for Professional services and Time and Material services are governed by Our PST´s and TMT´s.

8.4 Taxes. Your payments under this Agreement exclude any taxes or duties payable in respect of the Solutions, Custom solutions, and services in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by Us, You shall pay to Us the amount of such taxes or duties in addition to any fees owed under this Agreement.

9 RESTRICTIONS OF USE.

Except as otherwise expressly permitted in this Agreement, You shall not be entitled to: a) rent, lease, reproduce, modify, adapt, create derivative works of, distribute, sell, sublicense, transfer, or provide access to the Solutions and/or Services to a third party or publicly display, publicly perform or provide access to or make available to unauthorized users or make use of the Solutions and/or in any way that violates this Agreement, b) use the Solutions and/or for the benefit of any third party, c) incorporate any Solutions and/or Services into a product or service You provide to a third party, d) interfere with any license key mechanism in the Solutions or otherwise circumvent mechanisms in the Solutions intended to limit Your use, e) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Solutions, except as permitted by law, f) remove or obscure any proprietary or other notices contained in any Solutions, g) publicly disseminate information regarding the performance of the Solutions, h) use the Solutions for competitive analysis or to build competitive products, i) encourage or assist any third party to do any of the foregoing, j) use the Solutions in a way that exceeds either the perimeters of Your Scope of Use, or k) use the Solutions in a way that breaches any legislation to which You are subject, including but not limited to AML and ATF legislation. Some of Our Solutions may be subject to additional restrictions of use, specific to that Solution. In such instances, the specific terms are set forth in the relevant Solution Specific Terms.

10 LICENSE CERTIFICATIONS AND AUDITS OF USE AND SCOPE.

10.1 At Our request, You agree to provide a signed certification that You are using all Solutions and Custom Solutions pursuant to the terms of this Agreement, including the Scope of Use. You agree to allow Us, or Our authorized agent, to audit Your use of the Solutions if deemed reasonably required by Us. We will provide You with at least 10 days advance notice prior to the audit, and the audit will be conducted during normal business hours. We will bear all out-of-pocket costs that We incur for the audit, unless the audit reveals that You have exceeded the Scope of Use or are in other ways in breach of the Agreement. You will provide reasonable assistance, cooperation, and access to relevant information during any audit at Your own cost. If You exceed Your Scope of Use, We may invoice You for any past or on-going excessive use, and You will pay the invoice promptly after receipt. This remedy is without prejudice to any other remedies available to Us. You further acknowledge and agree that the Solutions may be equipped with a feature that enables the Solutions to submit automatically to Us information in respect of Your use in terms of the number of users, volume of use, or other applicable metrics, as needed by Us to determine the Fees as applicable from time to time.

11 INTELLECTUAL PROPERTY - OWNERSHIP AND FEEDBACK.

The Solutions will be made available to You by way of a temporary access, and no ownership right is conveyed to You, despite any use of terms such as “purchase” or “sale” in this Agreement or any other documentation or correspondence. You expressly acknowledge that We and Our licensors own and/or control and retain all right, title and interest, including all intellectual property rights, of any nature in and to the Solutions (including but not limited to patents (including utility models), copyright, design rights and other like protection, trade mark rights, proprietary rights, business product and domain name, and any other form of statutory protection, of any kind and applications for any of the foregoing, as well as any trade-, professional-, business-, and industrial secrets, expert know-how connected to the Solutions now or at a later time), their “look and feel”, any and all related or underlying technology, object code, source code and any modifications or derivative works of the Solutions or the intellectual property rights created by or for Us, including without limitation as such modifications and/or derivative works may incorporate Feedback. If You submit comments, information, questions, data, ideas, concepts, description of processes, or contribute programmed codes or other information to Us, including sharing Your Customizations or in the course of receiving Support and Maintenance (“Feedback”), You hereby grant Us, by way of an irrevocable license, the unrestricted right to freely use, copy, modify, integrate, disclose, license, transfer, distribute and otherwise exploit any Feedback worldwide in perpetuity in any manner without any obligation, compensation, royalty or restriction based on intellectual property rights or otherwise. No Feedback will be considered Your Confidential Information, and nothing in this Agreement limits Our right to independently use, develop, evaluate, sell, license, distribute and market products, whether such products incorporate Feedback or not.

12 CONFIDENTIALITY.

“Confidential Information” shall mean all information (including all oral and visual information, and all information recorded in writing or electronically, or in any other medium or by any other method) disclosed to, or obtained by one Party from the other Party or a third party acting on that other Party’s behalf, and, without prejudice to the generality of the foregoing definition, shall include but not be limited to any information relating to a Party’s business, research strategies, operations, processes, plans, intentions, software, designs, code, inventions, product information, knowhow, designs, trade secrets, market opportunities, customers and business affairs, provided that it is identified as confidential at the time of disclosure. Any technology and any performance information relating to the Solutions shall be deemed Our Confidential Information without any marking or further designation. For the avoidance of doubt, confidential information of Our other customers that You may gain access to, for whatever reason and by whatever means, are Our Confidential Information.

Except as otherwise set forth in this Agreement each Party and its Affiliates promises to hold the Confidential Information in confidence and not to disclose it to third parties other than Affiliates without the written consent of the other Party. This requirement of non-use, confidentiality and non-disclosure shall not apply, however, to Confidential Information which: a) the receiving Party already knew, or was rightfully in its possession, the prior knowledge or possession of which he can document by prior written records; or b) is or becomes public knowledge other than through the receiving Party’s breach of this promise of confidentiality; or c) the receiving Party receives in good faith from a third party not in violation of an obligation of confidentiality; or d) the receiving Party independently develops, discovers or arrives at without use of or reference to the Confidential Information; or e) the receiving party discloses, pursuant to a binding and enforceable order from a court of competent jurisdiction or a governmental body.

The receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the receiving Party the disclosing Party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.

13 TERM, TERMINATION AND SUSPENSION OF SERVICES.

13.1 Term. This Agreement is in effect for as long as You have a valid Subscription Term and during the term of any applicable Service Specific terms PSA or TMT (the “Term”), unless sooner terminated as permitted in this Agreement.

13.2 Suspension of services

We may suspend or interrupt the provision of the Platform Services, either entirely or partly, and without any liability to You if: (i) it is necessary for repairs, maintenance or other similar actions, including security updates, in which case We endeavour to notify You of the interruption in advance to the extent reasonably possible; (ii) You fail to pay any part of undisputed Fees after having been notified of the failure by Us; (iii) Your actions or omissions relating to the use of the Platform Services interfere with or prevent the normal operation of the Platform or otherwise cause, or are likely to cause, harm, damage or other detrimental effects to the Platform, Us or other users; (iv) there are reasons to suspect that Your credentials have been wrongfully disclosed to an unauthorised third party and the Platform Services are being used under such credentials; or if (v) You use the Platform Services in breach of this Agreement and have not remedied the breach without delay after having been notified thereof by Us, or use the Platform Services in violation of any Laws, notably AML and ATF legislation.

Suspension of Platform Services for the reasons set out above does not relieve You from your obligation to pay the Fees.

13.3 Termination for cause. Either Party may terminate this Agreement before the expiration of the Term if the other Party materially breaches any of the terms of this Agreement and does not cure the breach within thirty (30) days after written notice of the breach. Either Party may also terminate the Agreement before the expiration of the Term if the other Party ceases to operate, declares bankruptcy, seeks moratorium, composition, or analogous settlement proceedings, or becomes insolvent or otherwise unable to meet its financial obligations.

13.4 Termination on convenience. You may terminate this Agreement at any time without cause (for convenience) with a notice of three (3) months to Us, but You will not be entitled to any credits or refunds as a result of convenience termination for any Fees You have already paid. Except where an exclusive remedy may be specified in this Agreement, the exercise by either Party of any remedy, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise.

13.5 Effect of termination. Once the Agreement terminates, You (and Your Authorized Users) will no longer have any right to use or access any Solutions, Platform Services or any information or materials that We make available to You under this Agreement, including Our Confidential Information. You are required to delete any of the foregoing from Your systems as applicable (including any third-party systems operated on Your behalf) and provide written certification to Us that You have done so at Our request. All unvoiced Fees for that have accrued on the date of termination become immediately due and payable. You will pay all accrued Fees without delay, according to Our invoice.

13.16 Provisions surviving termination. The following provisions will survive any termination or expiration of this Agreement: Sections 4.8.c) (Indemnity for Your Data), 8.2 (Payment), 8.4 (Taxes), 9 (Restrictions), 10 (License Certifications and Audits), 11 (Intellectual Property - Ownership and Feedback), 12 (Confidentiality), 13 (Term and Termination), 14.2 (Warranty Disclaimer), 14.4 (Limitation of Liability), 16 (Publicity Rights), 19 (Governing Law and Dispute Resolution) and 21 (General Provisions).

14 WARRANTY AND DISCLAIMER.

14.1 Due Authority.

Each Party represents and warrants that it has the legal power and authority to enter into this Agreement. If You are an entity, You expressly represent and warrant that this Agreement and each Order is executed by an officer, employee or agent that has all necessary authority to bind You as an entity to the terms and conditions of this Agreement.

14.2 Warranty disclaimer.

You acknowledge that the Solutions and Services may not satisfy all Your requirements or be free from defects, error-free or available to use without interruption. We warrant for a period of three months from the date on which Your access to the Platform is recorded, that the Solutions will be free from defects in materials and workmanship under normal use.

OUR ENTIRE AGGREGATE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF THE FOREGOING LIMITED WARRANTY SHALL BE, AT OUR OPTION, EITHER (A) RETURN OF THE PRICE PAID, IF ANY, OR (B) REPAIR OR REPLACEMENT OF THE PRODUCT THAT DOES NOT MEET OUR LIMITED WARRANTY.

This Limited Warranty is void if failure of the Solution has resulted from Your choice of equipment from a third party, from incorrect use by You or any third party or caused by accident, abuse, or misapplication. Any replacement will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE OR OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE SOLUTIONS, ACCOMPANYING WRITTEN MATERIALS, THE SERVICES, CUSTOM SOLUTIONS AND/OR RESULTING FROM THEIR PERFORMANCE OR FAILURE TO PERFORM ANY OBLIGATION UNDER THIS AGREEMENT OR RESULTING FROM THE FURNISHING, PERFORMANCE, USE OR LOSS OF USE OF ANY PART OF THE SOLUTIONS, CUSTOM SOLUTIONS, OR ANY DATA, INFORMATION OR OTHER PROPERTY OF CUSTOMER, INCLUDING WITHOUT LIMITATION, ANY INTERRUPTION OF YOUR OR YOUR CUSTOMER’S BUSINESS, DELAYS, SERVICE FAILURES, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE OUR REASONABLE CONTROL OF WHETHER RESULTING FROM BREACH OF CONTRACT OR BREACH OF WARRANTY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU, BUT NOTE THAT TO THE MAXIMUM EXTENT PERMITTED, THE SUBSTANTIVE LAW GOVERNING THIS AGREEMENT IS DEFINED IN PROVISION 19.1 AND MAY NOT BE THE LAW OF YOUR JURISDICTION. IF YOU DO HAVE OTHER STATURORY RIGHTS, YOU ACKNOWLEDGE THAT THE DURATION OF SUCH RIGHTS WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.

14.3 Additional Warranty disclaimer for Analytical Data Services.

We warrant that Analytical Data Services are based on Analytical Data gathered in good faith from information sources that are regarded as reliable by Us. We are not able to guarantee the completeness or accuracy of Analytical Data. We do not warrant that the results of the information screening and analysis work we perform in the course of the provision of Analytical Data Services is correct or fits Your purposes. We may, at Our sole discretion, correct errors, and discrepancies in Analytical Data which we notice or are notified to Us. In no event will We be responsible for any errors or discrepancies in Your Data or third-party data.

When Our Analytical Data Services use third-party analytics tools, we expressly disclaim any warranty as to the function, accuracy, data and content derived from such tools.

WE HEREBY EXPRESSLY DISCLAIM ALL OTHER EXPRESS AND IMPLIED WARRANTIES IN RESPECT OF ANALYTICAL DATA SERVICES, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

YOU ACKNOWLEDGE THAT GOOD DATA PROCESSING PROCEDURE DICTATES THAT ANY PROGRAM INCLUDING THE ANALYTICAL DATA SERVICES MUST BE THOROUGHLY TESTED WITH NON-CRITICAL DATA BEFORE YOU RELY ON IT, AND YOU HEREBY ASSUME THE ENTIRE RISK OF USING THE SOLUTIONS.

14.4 Limitation of liability and damages.

IN NO EVENT WILL WE, OUR AFFILIATES, OR ANY OUR OR OUR AFFILIATES LICENSORS, DIRECTORS, OFFICERS, OR EMPLOYEES BE LIABLE TO YOU FOR;

A) ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES WHATSOEVER (including, without limitation, damages for loss of business profits, business interruption, loss of business information, cost of delay, lost or inaccurate data and the like), WHETHER FORESEEABLE OR UNFORESEEABLE, arising out of the use of or inability to use the Solutions, Custom solutions, or accompanying written materials, the Services, or any other breach of this Agreement, regardless of the basis of the claim and even if We or Our representative had been advised of the possibility of such damage,

B) DAMAGES (REGARDLESS OF THEIR NATURE) FOR ANY DELAY OR FAILURE BY US TO PERFORM ANY OBLIGATIONS UNDER THE AGREEMENT DUE TO ANY CAUSE THAT IS BEYOND OUR REASONABLE CONTROL,

C) DAMAGES (REGARDLESS OF THEIR NATURE) THAT ARE THE RESULT OF THIRD-PARTY OPERATIONAL FACTORS, SUCH AS POWER DISRUPTION OR LOSS OF COMMUNICATION,

D) IF, FOR WHATEVER REASON, YOUR DATA OR OTHER INFORMATION IS LOST, DAMAGED OR DELETED, OUR SOLE RESPONSIBILITY IS TO RECOVER AND RESTORE THE DATA USING THE MOST RECENT BACKUP WITHOUT DELAY, ACCORDING TO THE SLA´S. YOU HAVE FAMILIARIZED YOURSELF WITH OUR BACKUP POLICIES AND DEEM THEIR FREQUENCY AND SECURITY SUFFICIENT FOR YOUR INTERESTS. YOU HAVE BEEN ADVISED THAT, IF YOU CONSIDER MORE FREQUENT BACKUPS OF YOUR DATA AND SYSTEM REQUIRED, YOU NEED TO CONCLUDE A PROFESSIONAL SERVICES AGREEMENT WITH US AND PAY FOR THE ADDITIONAL COST INVOLVED,

E) CLAIMS THAT YOU HAVE NOT NOTIFIED TO US, WITH DETAILED EXPLANATIONS, WITHIN THIRTY DAYS OF DISCOVERING THE EVENT CAUSING THE CLAIM,

F) CLAIMS THAT HAVE NOT NOTIFIED IN WRITING TO US MORE THAN ONE YEAR AFTER THE DATE ON WHICH CAUSE OF SUCH CLAIM FIRST AROSE.

THIS LIMITATION WILL NOT APPLY IN CASE OF DEATH, PERSONAL INJURY AND LOSS OF, DAMAGE TO OR DESTRUCTION OF TANGIBLE PERSONAL PROPERTY ORDINARILY INTENDED FOR PRIVATE USE OR CONSUMPTION, OR WHEN THE CAUSE OF THE DAMAGE IS GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, ONLY WHERE AND TO THE EXTENT THAT APPLICABLE LAW REQUIRES SUCH LIABILITY. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU, BUT NOTE THAT TO THE MAXIMUM EXTENT PERMITTED, THE SUBSTANTIVE LAW GOVERNING THIS AGREEMENT IS DEFINED IN PROVISION 19.1 AND MAY NOT BE THE LAW OF YOUR JURISDICTION.

OUR AGGRAGATE LIABILITY TO YOU FOR DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED TO THE MONEY ACTUALLY PAID BY YOU, FOR THE SOLUTIONS, CUSTOM SOLUTION OR SERVICE THAT CAUSED THE DAMAGES, IN THE 3 (THREE) MONTHS IMMEDIATELY PRECEDING THE RESPECIVE CLAIM.

IF YOU HAVE CONCLUDED A PROCESSING AGREEMENT WITH US, LIABILITY FOR PERSONAL DATA THAT FALLS UNDER THE SCOPE OF THAT AGREEMENT WILL ALSO BE GOVERNED BY SOME ADDITIONAL TERMS OF THE PROCESSING AGREEMENT.

15 INFRINGEMENT – INDEMNIFICATION BY US.

15.1 Notify.

You shall fully notify Us as soon as practicable after You become aware of: a) any actual, threatened or suspected infringement of any of Our intellectual property in respect of Solutions or Custom solutions, any related material or of any breach of confidence relating to any of the foregoing; and b) any claim brought against You alleging that Your use of a Solution, any related material, any intellectual property or other rights belonging to or alleged to belong to the claimant.

15.2 Claim.

If any such claim as is mentioned in Section 15.1.b) is brought against You, We shall use Our reasonable endeavours to replace the portion of the Solution or related materials which allegedly infringes the claimant's rights with material which does not so infringe or, if that is nor reasonably practicable, shall be entitled to: a) require You to cease, using the material which allegedly infringes the rights of the claimant and give You a proportionate reduction of future fees payable under this Agreement; or b) require You to defend or settle, the claim.

15.3 Settlement.

If We require You to defend or settle a claim in accordance with Section 15.2.b) We shall: a) indemnify You in accordance with Section 15.4; and b) be entitled to all damages, costs or expenses which are awarded against, or agreed to be paid in settlement by, the claimant.

15.4 Indemnity.

We shall indemnify You against any damages, costs or expenses finally awarded against You, arising out of any claim that the use of the Product or related materials supplied by Us infringes intellectual property or other rights of any other person, provided that You shall: a) fully notify Us as soon as practicable after it becomes aware of the claim; b) permit Us to have exclusive control of any negotiations or proceedings in connections with the claim; c) take all reasonable steps to mitigate any loss or liability in respect of the claim, including diligently pursuing any possible payment You may be entitled to from any applicable insurance policy; d) not compromise or settle the claim in any way without Our written consent.

Our indemnification obligations above do not apply: (1) if the total aggregate fees received by Us with respect to Your Products in the 6 month period immediately preceding the claim is less than EUR 10,000; (2) if the Solution is modified by any party other than Us, but solely to the extent the alleged infringement is caused by such modification; (3) if the Solution is used in combination with any third-party product, software or equipment, but solely to the extent the alleged infringement is caused by such combination; (4) to unauthorized use of Solutions; (5) to any Claim arising as a result of a) Your Data (or circumstances covered by Your indemnification obligations in Section 4.8.c) (Indemnity for Your Data) or b) any third-party deliverables or components contained with the Solution; (6) to any unsupported release of the Solution. THIS SECTION 15 STATES OUR SOLE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH ANY SOLUTION OR OTHER ITEMS.

16 ACCURACY, CORRECTNESS AND COMPLETENESS OF YOUR REPRESENTATIONS AND WARRANTIES.

16.1 You confirm and agree that it is an absolute condition for Us entering into this Agreement and providing the Solutions and Services, that all Your representations, warranties and covenants in the applicable Product Specific Terms are true, correct and sufficient at the date of signing and remain so for the entire term of this Agreement.

16.2 You shall indemnify Us, Our Affiliates and Our and Our Affiliates directors, officers, employees and agents (the “Indemnified Parties”) against any and all claims, losses, damages, liabilities and expenses (“Claim”) which the Indemnified Parties may incur if and to the extent that such Claim is caused by any inaccuracy or breach by You of any of Your representations, warranties or covenants, as they may be updated from time to time.

16.3 For the avoidance of doubt, and without limiting the generality of the foregoing, it is specifically stated that You will harmless and indemnify the Indemnified Parties against any Claim that arises due to any of the representations and warranties in the applicable Product Specific Terms being wrong, incomplete, insufficient, or inaccurate, including but not limited to, sanctions or fines imposed on an Indemnified Party related to any AML or CTF obligations, and any and all cost related to the Indemnified Parties defending against such Claim.

17 PUBLICITY RIGHTS.

We may identify You as Our customer in Our promotional materials. You may request that We stop doing so by submitting an email to Your contact with Us. Please note that it may take Us up to 30 days to process Your request. We may, without identifying you, use statistics, metrics, and results from our Services to You and from the performance of Our Solutions for Your Portfolio, to create user stories for publicity purposes.

18 IMPROVING OUR PRODUCTS.

Our efforts to improve Our Solutions necessarily requires Us to measure, analyse, and aggregate how users interact with Our Solutions, such as usage patterns and characteristics of Our user base. We may collect and use analytics data regarding the use of Our Solutions as described in Our Data Protection Policy. By assenting to be bound to this Agreement you also consent to such use of analytics data by Us.

19 GOVERNING LAW AND DISPUTE RESOLUTION.

19.1 Governing Law.

This Agreement is governed by and will be construed in accordance with the laws and procedures of Iceland, without giving effect to its principles relating to conflict of laws. Each Party irrevocably agrees that any legal action, suit or proceeding arising out of or related to this Agreement must be brought solely and exclusively before the District Court of Reykjavík, which shall be the competent court of jurisdiction at the first instance. Any appeals shall be made exclusively to the Icelandic Court of Appeal as the second instance and to the Icelandic Supreme Court as the final instance.

19.2 Injunctive relief.

Notwithstanding the provision of Section 19.1., nothing in this Agreement will prevent Us from seeking and obtaining injunctive relief, whether in the form of a temporary restraining order, preliminary injunction, injunction to enforce an ruling, judgment or award, or other order of similar import, prior to, during, or after commencement of court proceedings, with respect to a violation of intellectual property rights, confidentiality obligations or for the enforcement of any judgment, order, award or final decision and award, from any court of competent jurisdiction

19.3 Exclusion of CISG and UCITA.

The terms of the United Nations Convention on Contracts for the International Sale of Goods (CISG) do not apply to this Agreement. The Uniform Computer Information Transactions Act (UCITA) shall not apply to this Agreement regardless of when or where adopted.

20 CHANGES TO THIS AGREEMENT.

THE SOLUTIONS AND SERVICES ARE CONSTANTLY BEING DEVELOPED, UPDATED, AND IMPROVED, THE PARAMETERS OF THE PLATFORM SERVICES ARE SUBJECT TO FREQUENT CHANGES IN TECHNOLOGY AND THE ENTIRE SUBJECT MATTER OF THIS AGREEMENT IS GOVERNED BY LAWS AND REGULATIONS THAT REGULARLY CHANGE. Therefore, We may update or modify this Agreement from time to time, including any of the Terms and Policies.

Revisions of the GTC´s and/or the Terms:

If a revision of these GTC´s or the Terms meaningfully reduces Your rights, We will use reasonable efforts to notify You (by, for example, sending an email to the billing or technical contact You designate in the applicable Order). If such changes are made during Your Subscription Term, the modified version will be effective upon Your next renewal of a Support and Maintenance term, or Subscription Term, as applicable. In this case, if You object to the changes, as Your exclusive remedy, You may choose not to renew. For the avoidance of doubt, any Order is subject to the version of the Agreement in effect at the time of the Order. In any case, any payment of an invoice We send to You shall be deemed acceptance of any updated or modified terms that have been communicated to You prior to Your payment.

If a revision does not meaningfully reduce Your rights, the modified version will become effective as soon as notified to You.

Revision of the Policies

We may modify Our Policies to take effect during your then-current Subscription Term in order to respond to changes in Solutions, Our business, Services, or Laws. Once notified to You, all modifications to Our Policies will take effect automatically as of the effective date specified for the updated policies. If such modification require You to send us additional information or documentation, or confirm new representations or warranties, You undertake to do so. Should You not be willing to provide such additional information or confirmations, as Your exclusive remedy, You may choose to terminate the Agreement. We will not be liable to pay any claim, costs, damages, losses, expenses or other liabilities, in whatever manner or form, due to such termination.

21 GENERAL PROVISIONS.

Notices: Any notice under this Agreement must be given in writing. We may provide notice to You via email. Our notices to You will be deemed given upon the first business day after We send them. You may provide notice to Us by e-mail to Your contact. Your notices to Us will be deemed given upon Our receipt.

Non solicitation: While this Agreement is in force and for a period of twelve (12) months after its termination (for whatsoever reason) You and Your Affiliates undertake not to directly or indirectly solicit any of Our or Our Affiliates employees, officers, or advisors.

Force Majeure: Neither Party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, refusal of a license by a government agency, a plague, epidemic, pandemic, outbreaks of infectious disease or other similar public health crisis, including restrictions such as quarantine imposed as a result of such health crises, that materially affect that Party´s possibility to perform an obligation. Notwithstanding the foregoing, any payment obligation shall in any event not be excused for longer than a maximum of fifteen (15) days.

Assignment: You may not assign this Agreement without Our prior written consent. We will not unreasonably withhold Our consent if the assignee agrees to be bound by the terms and conditions of this Agreement. We may assign Our rights and obligations under this Agreement (in whole or in part) without Your consent.

Entire agreement: This Agreement is the entire agreement between You and Us relating to the Solutions, Custom solutions and Services and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to any subject matter covered by this Agreement.

Invalidity of terms: If any provision of this Agreement is held to be void, invalid, unenforceable, or illegal, the other provisions shall continue in full force and effect.

Modifications: This Agreement may not be modified or amended by You without Our written agreement (which may be withheld in Our complete discretion without any requirement to provide any explanation).

No waiver: No failure or delay by the injured Party to this Agreement in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder at law or equity.

Independent contractors: The Parties are independent contractors. This Agreement shall not be construed as constituting either Party as a partner of the other or to create any other form of legal association that would give one Party the express or implied right, power or authority to create any duty or obligation of the other Party.

If a signatory is agreeing to this Agreement, not as an individual but on behalf of a legal entity, then “You” means that legal entity, and the signatory agrees that he is binding the company to this Agreement and represents and warrants that he has all necessary authority to do so.