ATEA GLOBAL SERVICES LTD., CUSTOMER AGREEMENT (WITH ACCEPTABLE USE POLICY) AND END USER LICENSE AGREEMENT

THIS DOCUMENT CONTAINS THE CUSTOMER AGREEMENTS FOR THE VARIOUS ATEA GLOBAL SERVICES SERVICES (WITH ACCEPTABLE USE POLICY) AND THE END USER LICENSE AGREEMENT. PLEASE CAREFULLY REVIEW THE CUSTOMER AGREEMENT (WITH ACCEPTABLE USE POLICY).
IF YOU ARE DOWNLOADING AND/OR USING SOFTWARE OR OTHER DIGITAL PRODUCTS FROM ATEA GLOBAL SERVICES, THEN PLEASE ALSO CAREFULLY REVIEW THE END USER LICENSE AGREEMENT.

Atea Global Services Ltd., Customer Agreement (with Acceptable Use Policy)

Acceptance of terms

Please read the following Atea Global Services customer agreement (the “Agreement”) carefully before signing up for a Atea Global Services account and/or using the Atea Global Services solutions such as AppUpdate, Application Management, Client and Server Operations or other services related hereto. This Agreement is a legally binding agreement between you (an entity or person) and Atea Global Services Ltd. By proceeding to establish an account and/or use the Atea Global Services services, you agree to be bound to the terms and conditions stated below. If you do not agree to all of the terms and conditions of this agreement, you must not sign up for an account or use the service and must exit the Atea Global Services registration process, if started.
You should print and keep a copy of this Agreement for your future reference.

1. Agreement

The terms and conditions of this Agreement govern the relationship between you (“Customer” or “you”) and Atea Global Services Ltd. (“Atea Global Services” or “we” or “us”). Atea Global Services provides its ATEA GLOBAL SERVICES AppUpdate, ATEA GLOBAL SERVICES Application management, ATEA GLOBAL SERVICES Client and Server Operations services, as they may exist from time to time (“Services”), to customers who establish an account. You must be at least 18 years old to establish an account and have legal rights to create an account for the entity for which you are working. By establishing or using an account with Atea Global Services, and/or by using the Services, you agree to be bound by this Agreement and to use the Services in compliance with this Agreement and other Atea Global Services policies posted on the Atea Global Services website, including the end user license agreement (if you are using the Atea Global Services software), our privacy policy and website terms of use. In the event of any conflict between such terms and this Agreement, the terms of this Agreement shall apply.

1.1 Supplier. Unless specified otherwise, the Services will be supplied by Atea Global Services Ltd., whose main business address is at Atea Global Services Ltd. Mukusalas Street 15, LV 1004, Riga, Latvia.

2. Payment Obligations and Contact Information.

2.1. You must (i) provide Atea Global Services with accurate and complete billing information including legal name, address, telephone number, and credit or debit card/billing information or Atea-Customer number, and (ii) report to Atea Global Services all changes to this information within 30 days of the change. You are responsible for any charges to your account. If you have questions regarding charges to an account, you should contact Atea Global Services’s

Denmark
Atea A/S
Lautrupvang 6 2750 Ballerup
Tlf.: +45 7025 2550
Fax: +45 7025 2575
E-mail: info@atea.dk

Norway
Atea AS
Brynsalléen 2, N-0667 Oslo Postadresse: Postboks 6472 Etterstad, N-0605 Oslo
Sentralbord: Tlf +47 22 09 50 00
Fax +47 22 09 50 01
avtaleadmin@atea.no

Sweden
Atea AB
Kronborgsgränd 15 164 46 Kista Box 18 164 93 Kista
Växel: 08-477 47 00
Fax: 08-477 47 01
info@atea.se

Finland
Atea Finland Oy
PO Box 39 01621 Vantaa Adresse Jaakonkatu 2, 01 620 Vantaa
puhelin +358 (0) 10 80 6088(ppm)
customercare@atea.fi

Other
Atea Global Services Ltd
Mukusalas Street 15
LV-1004, Riga, Latvia
Tel. +371 67359600
Fax +371 67359601
rigainfo@atea.dk

2.2. Charges are billed to you according to the accepted agreement on the website depending from service fee you have subscribed for. Atea Global Services is not responsible for any charges or expenses (e.g., for overdrawn accounts, exceeding credit card limits, etc.) resulting from charges correctly billed by Atea Global Services. If you do not pay us money you owe us on time, we may suspend or terminate your access to the Services. However, charges will continue to accrue until the account is canceled and collection, and late fees or other similar fees may be added; provided that these late fees and charges will not exceed the applicable legal limits. All charges are considered valid unless disputed in writing within 60 days of the billing date. Adjustments will not be made for charges that are more than 60 days old.

2.3. Once your order is finalized, you cannot cancel it before the end of the subscription period you have requested, unless our service is not in accordance with this Agreement and that entitles you under normal legal rules to terminate your order. You can prevent your Monthly, Yearly or bi-Yearly Subscription from automatically renewing for a further period by notifying us before your present subscription ends in accordance with Section 14(a).

2.4. Your Monthly, Yearly or bi-Yearly Subscription will renew automatically for another subscription period unless you tell us (in accordance with Section 14(a)) before the end of the current subscription period that you do not want your subscription to be renewed, or if we no longer make the Services available.

2.5. How Your Subscription Is Finalized. Our invitation to you to order a subscription to the Services is not an “offer” by us to sell you a subscription at the prices on the Website. Instead when you complete the registration form, you make an offer to us to buy a subscription, which we can accept or reject. The order is finalized (and a legal contract is created between us) when we send you a confirmatory email accepting your order. If there is a mistake in the subscription pricing on the Website then, when we receive your order we will email you and set out the correct price and give you the opportunity to request a subscription at that price or you may decide not to subscribe.

2.6. Payment by credit card. If payment cannot be charged to your credit or debit card or your charge is returned to Atea Global Services for any reason, Atea Global Services reserves the right to pursue any and all legal remedies to collect the amount owed by you, to suspend or terminate your access to the Atea Global Services service and your account, and to terminate all obligations of Atea Global Services under this Agreement.

2.7. Input of incorrect information. Atea Global Services cannot accept any liability for any failure to comply with specific instructions stated on the Atea Global Services website or for any incorrect information provided by you.

3.Your Username and Password.

3.1. Upon registration, you will receive a username, password, and account identification number. You will use the password only for access to the Services and not for any other purpose. You are the only authorized user of your Atea Global Services account, unless expressly specified otherwise in your service plan, and your use of your account must comply with this Agreement. Any breach of this Agreement and any use of the Services by anyone to whom you disclose your username and/or password will be treated as
if the breach or use had been carried out by you, and will not relieve you of your obligations under this Agreement. Any such use will be paid for by you as set out in this Agreement.

3.2. You must keep your password confidential at all times so that no one else may access the Services through your account. Please notify Atea Global Services immediately upon discovering any unauthorized use of your account or error in the operation of a password.

3.3. Usernames and passwords are Atea Global Services’s property and Atea Global Services reserves the right to alter or replace them at any time in its sole discretion.

3.4. You shall cease to use and delete the password from any of your records upon expiry or termination of your registration for whatever reason.

4. Monitoring the Services.

4.1 Atea Global Services has no obligation to monitor the Services, but may do so and disclose information regarding use of the Services for any reason if Atea Global Services, in its sole discretion, believes that it is reasonable to do so, including to satisfy laws, regulations, or governmental or legal requests; operate the Services properly; or protect itself and its customers.

4.2. Our Commitment to Provide the Services. We will use reasonable efforts to provide access to the subscribed services for which you have paid. We do not guarantee that access will be available to you at all locations all of the time or that the access will be at any particular bandwidth rate. Accordingly, we are not responsible to you if you cannot access our services or our websites, or if access is temporary or available bandwidth is lower than expected.

5. Disclaimer and Limitation of Liability.

5.1. For the avoidance of doubt, Atea Global Services’s liability for: (i) death or personal injury resulting from its negligence or that of its servants or agents; (ii) breach of any condition as to title or quiet enjoyment of or in relation to any goods or services supplied by it under any agreement for hire or sale; (iii) fraudulent misrepresentation or (iv) in relation to any other liability, including any liabilities under sale of goods or supply of services legislation, that may not by applicable law be excluded or limited; is not excluded or limited by this Agreement, even if any other term of this Agreement would otherwise suggest that this might be the case.

5.2. In no event shall Atea Global Services and its employees be liable (whether for breach of contract, tort (including negligence) or for any other reason) for any loss of profits, wasted time, sales or revenue, loss of goodwill, loss of or loss of the use of any software, data or computer equipment, loss of bargain, loss of opportunity, loss of or waste of management or other staff time, or for any indirect, consequential or special loss, however arising.

5.3. Atea Global Services’s cumulative liability to you in relation to all events occurring in any given period of 12 months for any and all claims relating to your use of the Services and/or licensed programs (whether in contract, tort (including in negligence)) will not exceed an amount equal to 50% of the total amount of service fees paid or payable by you during the one year period preceding the event giving rise to the claim in question.

5.4. Atea Global Services will not be liable to you for any breach of this Agreement that arises due to any circumstances that Atea Global Services cannot reasonably be expected to control, including any failure in communications and Internet downtime.

6. Acceptable Use Policy.

6.1. All customers of the Services and users of the Atea Global Services website and/or the Atea Global Services software agree to and must comply with this Section 10, which is Atea Global Services’s Acceptable Use Policy (“AUP”), and your use of any Services, the Website or software provided by Atea Global Services constitutes your agreement to abide by the terms of this AUP. Atea Global Services does not actively monitor the use of the Services under normal circumstances. However, Atea Global Services may remove, block, filter, or restrict by any other means any materials that, in Atea Global Services’s sole discretion, may be illegal, may subject Atea Global Services to liability or may violate this AUP. Atea Global Services may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong. Violation of this AUP may result in the suspension or termination of either access to the Services and/or your Atea Global Services account or other actions as detailed below.

6.2. Without limiting the foregoing, except to the extent expressly set out in this Agreement or with our express written permission (in which case you must comply with any terms relating to such use that we specify), you agree not to use the Services:

i. to impersonate any person or entity or falsely state or otherwise misrepresent your identity or status or misrepresent your affiliation with a person or entity; forge headers or otherwise manipulate identifiers in order to disguise the origin of any material transmitted through the Services;

ii. to transmit any Material (by uploading, posting, email or otherwise) in breach of this Agreement including any Materials that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

iii. to transmit any Material (by uploading, posting, email or otherwise) that infringes any patent, trademark, trade secret, copyright or other intellectual property rights of any third party;

iv. to transmit any Material (by uploading, posting, email or otherwise) that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

v. to interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;

vi. to hack into the Website or any other related computer system or otherwise engage in any other behavior that may reasonably be expected to inhibit other users from using and enjoying the Website or any other website or damage or destroy the reputation of Atea Global Services or any third party;

vii. to intentionally or unintentionally violate any applicable law, regulation or statute and any regulations having the force of law.

viii. to resell or advertise to resell the Services without Atea Global Services’s authorization.

6.3. Atea Global Services may take any one or more of the following actions, or other actions not listed, at Atea Global Services’s sole discretion in response to breaches of the AUP: (i) issue warnings, written or oral; (ii) suspend your account or the Services (as applicable); (iii) terminate your account or the Services (as applicable); (iv) bill you for administrative costs and/or reactivation charges, with a minimum administrative cost; or (v) bring legal action to prevent violations and/or to collect damages we are legally entitled to, if any, caused by violations.

7. Copyrights and Trademarks.

All copyright, database rights, trademarks and other intellectual property rights in any and all aspects of the Website (including text, graphics, photographs, logos, buttons, icons, images and software (including compilations, underlying source code and applets) and all other material on the Website) is the property of Atea Global Services or its licensors or partners and is protected by international intellectual property laws. Reproduction, duplication, modification, distribution, transmission, replication, display or performance of the content of the Website without the express written permission of Atea Global Services is strictly prohibited.

8. Suspension and Termination.

8.1. You may terminate your account at any time and for any reason by providing notice of intent to terminate to Atea Global Services at least 5 business days prior to the end of your billing cycle. Notice may be provided by registered or certified mail, return receipt requested addressed to:

Denmark
Atea A/S
Lautrupvang 6 2750 Ballerup
Tlf.: +45 7025 2550
Fax: +45 7025 2575
E-mail: info@atea.dk

Norway
Atea AS
Brynsalléen 2, N-0667 Oslo Postadresse: Postboks 6472 Etterstad, N-0605 Oslo
Sentralbord: Tlf +47 22 09 50 00
Fax +47 22 09 50 01
avtaleadmin@atea.no

Sweden
Atea AB
Kronborgsgränd 15 164 46 Kista Box 18 164 93 Kista
Växel: 08-477 47 00
Fax: 08-477 47 01
info@atea.se

Finland
Atea Finland Oy
PO Box 39 01621 Vantaa Adresse Jaakonkatu 2, 01 620 Vantaa
puhelin +358 (0) 10 80 6088(ppm)
customercare@atea.fi

Other
Atea Global Services Ltd
Mukusalas Street 15
LV-1004, Riga, Latvia
Tel. +371 67359600
Fax +371 67359601
rigainfo@atea.dk

8.3. Atea Global Services may suspend the operation of the Website and/or the Services for repair or maintenance work or in order to update or upgrade the contents or functionality of the Website from time to time.8.2. Your termination will only be complete upon your receipt of a cancellation confirmation number from Atea Global Services. If a termination notice is received at least 5 business days prior to the end of your current billing cycle, termination of your account will be effective at the end of your then current billing cycle. If a termination notice is received less than 5 business days prior to the end of your current billing cycle, charges to your account may continue until the end of the following billing cycle.

8.4. Without prior notice, Atea Global Services may suspend or terminate this Agreement, your password, your account, and/or or your use of the Services in the event that: (a) you have violated this Agreement or any of the policies applicable to customers; (b) you fail to pay any charges when due; or (c) you (i) have a receiver or administrative receiver appointed, (ii) have a resolution passed for winding up (other than as part of a reconstruction); (iii) enter into any voluntary arrangement with your creditors; (iv) become subject to an administration order, (v) is a legal entity and become bankrupt or have bankruptcy proceedings commenced; or (vi) are affected in any jurisdiction by any proceedings of substantially similar affect to any of those listed in (i) – (v) above. Atea Global Services may provide termination notice to you by email or by first class post or courier service to the address you provided for the Services. All notices to you will be deemed effective on the first (1st) calendar day following the date of electronic mailing or on the fourth (4th) calendar day following the date of first-class mailing or deposit with a commercial courier service.

8.5. The provisions of the following sections of this Agreement will survive termination of this Agreement: 8, 9, 10, and 11.

9. Enquiries or Complaints.

If you have any enquiries or complaints about the Website or Services, then please address them to the appropriate contacts set forth in Section 2.

10. Governing Law.

For the avoidance of doubt, any contract for the provision of the Services will be deemed to have been concluded in country that is stated in the service subscription as the primary billing address. Further, any such contract will be interpreted, construed and enforced in all respects in accordance with the laws of the country that is stated in the service subscription as the primary billing address, without giving effect to conflict of laws provisions thereof.

11. Miscellaneous.

This Agreement sets out all of the terms that have been agreed between Atea Global Services and you in relation to the subjects covered by it. Subject to Section 9(1)(iv), no other representations or terms shall apply to form part of this Agreement. This Agreement and the Privacy Policy, and Atea Global Services’s other Customer policies posted on Atea Global Services’s website constitute the entire agreement between you and Atea Global Services with respect to your use of the Services. Atea Global Services may revise, amend, or modify this Agreement and any other Customer policies and agreements at any time and in any manner without notice. You should check these policies each time you revisit the Website. All notices and return of the Atea Global Services software and documentation should be delivered to: Atea Global Services Ltd., Mukusalas Street 15, LV 1004, Riga, Latvia.

End User License Agreement

Acceptance of terms

Please read the following terms and conditions carefully before installing or using the accompanying Atea Global Services Software. This end user license agreement (the “Agreement”) is a legally binding agreement between you (an entity or person) and Atea Global Services Ltd. By proceeding to download, install and/or use the Atea Global Services Software accompanying this Agreement and related documentation, you agree to be bound to the terms and conditions
stated below. If you do not agree to all of the terms and conditions of this Agreement, you must not install or use the Software and must exit the Atea Global Services registration process.
You should print and keep a copy of this Agreement for your future reference.

Agreement

1. Who We Are.

Atea Global Services Ltd. whose main business address is at Atea Global Services Ltd. Mukusalas Street 15, LV 1004, Riga, Latvia (“Atea Global Services”, “we” and “us”).

2. Your Rights To Use Atea Global Services Software.

This section is about how you may use the Atea Global Services Software provided to you, its associated documentation, and any updates thereto (together, we will call these elements the “Atea Global Services Software”). You may use the Atea Global Services Software for your internal business purposes only, which include accessing and using Atea Global Services websites and portal services that may be provided by Atea Global Services from time to time. Atea Global Services may modify the Atea Global Services Software at any time, for any reason, and without providing you with notice of such modification. Modifications will be intended to add functionality, solve bugs or otherwise improve and update the Atea Global Services service. You will not receive hard-copy documentation, technical support, telephone assistance or enhancements or updates to the Atea Global Services Software under this Agreement.

3. We Own All Rights in the Atea Global Services Software.

The Atea Global Services Software and the worldwide Intellectual Property Rights in it are owned by Atea Global Services and our licensors. In addition, the Atea Global Services Software, including its structure, organization and source code, is the confidential and proprietary information of Atea Global Services and our licensors. Atea Global Services reserves all rights in and to the Atea Global Services Software that are not expressly granted to you in this Agreement.

4.What You Are Allowed and Not Allowed to Do with the Atea Global Services Software.

You may only use the Atea Global Services Software in ways that comply with the law in the jurisdictions in which you use the Atea Global Services Software. Examples of laws which may be relevant to how you use the Atea Global Services Software include rules restricting your rights to copy and use other people’s content under copyright law. There are some other things which, because Atea Global Services Software is a valuable asset of our business, you agree not to do. Unless expressly specified otherwise in your contract with Atea Global Services Ltd., You will not:

• take any action to jeopardize, limit or interfere in any manner with Atea Global Services’s or its licensors’ ownership of or rights with respect to the Atea Global Services Software;
• redistribute the Atea Global Services Software to anyone else;
• permit other individuals to use the Atea Global Services Software;
• modify, translate, reverse engineer, decompile, disassemble the Atea Global Services Software. We do not want to stop you doing these things where the law says you can. Specifically, you may decompile the Atea Global Services Software where necessary to create an interface or API to be used with the Atea Global Services Software but only where you only obtain information which is required to do so and do not use that information for any other purpose (including disclosing any part of it to someone else);
• copy the Atea Global Services Software (except for your own back-up or archival purposes);
• rent, lease, transfer, encumber, sublicense or otherwise transfer rights to the Atea Global Services Software;
• alter or remove any proprietary notices or labels from the Atea Global Services Software, or add any proprietary notices to the Atea Global Services Software;
• create derivatives or adaptations of the Atea Global Services Software; or
• otherwise use the Atea Global Services Software in a manner not permitted by this Agreement.

You will pay us all our reasonable and foreseeable costs which we incur as a result of your breaking any of the restrictions in the list of bullet points above.

5. Update information.

5.1. Updates. The Atea Global Services Software may automatically communicate with Atea Global Services’s servers on the Internet to check for updates such as bug fixes, patches, enhanced functions and new versions. Atea Global Services will notify you when updates are available. If you decide to update, you agree that Atea Global Services may download updates to you and install them as part of the Atea Global Services Software. All such updates to the Atea Global Services Software are governed by this Agreement, unless other license terms are provided with the update.

Although Atea Global Services takes reasonable steps to provide security for the auto update process, Atea Global Services is not responsible for the failure of such security measures.

6. Termination.

6.1. This Agreement is effective from the first date you download or install the Atea Global Services Software. Your right to use the Atea Global Services Software under this Agreement automatically terminates if you: (i) fail to comply with any provisions of this Agreement; (ii) have a receiver or administrative receiver appointed; (iii) a resolution passed for winding up (other than as part of a reconstruction); (iv) enter into any voluntary arrangement with your creditors; (v) become subject to an administration order; (vi) is a legal entity and become bankrupt or have bankruptcy proceedings commenced; or (vii) become affected in any jurisdiction by any proceedings of substantially similar affect to any of those listed in (ii) – (vi) above.

6.2. You may terminate this Agreement at any time by destroying or returning the Atea Global Services Software, all backup copies and all related materials provided by Atea Global Services, and forwarding to Atea Global Services at the address below a written notice of your election to terminate this Agreement.

6.3. Upon termination of this Agreement for any reason, all rights granted in this Agreement will immediately cease to exist and you must promptly discontinue all use of the Atea Global Services Software and destroy the Atea Global Services Software and all copies thereof. Sections 3, 7, 8, and 10 of this Agreement will survive termination of this Agreement.

7. Limited Warranty.

7.1. Atea Global Services warrants that the Atea Global Services Software will for a period of 90 days after delivery by Atea Global Services (the “Warranty Period”), operate in all material respects in accordance with related documentation supplied with the Atea Services Software. If the Atea Global Services Software does not operate in that way during the Warranty Period, you should notify us and we will at our option either replace the Atea Global Services Software or provide you with a full refund for subscription fees paid.

7.2. Software has bugs. While we will monitor the Atea Global Services Software and try to fix bugs that we spot or are notified to us, you accept that we cannot guarantee that the Atea Global Services Software will be bug-free or will work all the time.

8. Exclusions and Limitations.

8.1. Atea Global Services’s liability for; (i) death or personal injury caused by Atea Global Services’s negligence or the negligence of Atea Global Services’s employees or agents; and/or (ii) fraudulent misrepresentation, is not excluded or limited by this Agreement, even if any other term of this Agreement would otherwise suggest that this might be the case.

8.2. Subject to Section 8(1), and to the fullest extent permitted by law, Atea Global Services does not accept any liability under or in relation to this Agreement (whether such liability arises due to negligence, breach of contract, misrepresentation or for any other reason) for any of the following. For the purposes of this Section the term “loss” includes a partial loss or reduction in value as well as complete or total loss including:

i. loss of profits;
ii. loss of sales;
iii. loss of revenue;
iv. loss of any software or data;
v. loss of use of hardware, software or data;
vi. wasted management or other staff time; and
vii. indirect, consequential or special loss.

8.3. Subject to Sections 8(1) and 8(2), Atea Global Services’s total aggregate liability arising from or in connection with this Agreement and in relation to which anything that Atea Global Services may have done or not done in connection with this Agreement (and whether the liability arises because of breach of contract, negligence or for any other reason) shall be limited in all cases to an amount equal to 50% of the totalamount of fees paid or payable by you to Atea Global Services during the one year period preceding the event giving rise to your claim.

9. Export. You may not download, use, or otherwise export or re-export the Atea Global Services Software or any underlying information or technology. By installing or downloading the Atea Global Services Software, you represent and warrant that you are not located in, under the control of or a national or resident of any country on the European Union, U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. You agree to comply with all export laws and restrictions and regulations of EU, United States and Canada or foreign agencies or authorities, and not to export or re-export the Atea Global Services Software or any direct product thereof in violation of any such restrictions, laws or regulations, or without all necessary approvals. As applicable, each party will obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to its own export of the Atea Global Services Software from the European Union, United States and Canada.

10. Miscellaneous. This Agreement sets out all of the terms that have been agreed between Atea Global Services and you in relation to the subjects covered by it. This Agreement is governed by the laws of the country that is stated in the service subscription or if not otherwise stated by the laws of Norway and without giving effect to the conflict of laws provisions thereof, and both parties submit to the exclusive jurisdiction in relation to any dispute concerning this Agreement, but Atea Global Services is also entitled to apply to any court worldwide for injunctive and other remedies in order to protect or enforce its Intellectual Property Rights. All notices and return of the Atea Global Services Software and documentation should be delivered to: Atea Global Services Ltd., Mukusalas Street 15, LV 1004, Riga, Latvia.