VIBBIO ONLINE SUBSCRIPTION AGREEMENT

TERMS AND CONDITIONS

The following online subscription agreement “Agreement” forms the terms of supply for the VIBBIO Platform available on vibbio.com.

The website vibbio.com is owned and operated by Vibbio AS (“VIBBIO”), a Norwegian private limited company residing at Idrettsveien 16B, 1358 Jar, Norway (org. no. 916 722 516). Vibbio may be contacted at hello@vibbio.com.

1: The VIBBIO platform

The VIBBIO Platform (“the Platform”) is a cloud based software as a service tool where you may upload and store your own video, sound and images (“Raw Material”). The Platform offers a number of different editing services that enables you to create new material based on your Raw Material (“the Products”). Raw Material may also be produced by Vibbio as an additional service, see Section 4 of this document.

1.1: Subscription options and ordering process

VIBBIO offers subscription plans with a monthly subscription fee:

A given number of monthly credits, delivery time, storage space and user licenses are provided on each subscription plan. The price and content of each subscription plan is according to the current price list, which is detailed on the website vibbio.com.

All services in the Platform are paid with the monthly credits. Additional credits may be purchased at any time if the monthly awarded credits are insufficient. You are also free to upgrade subscription plans at any time. There are no cancellations fees for upgrading to another subscription plan.

You are responsible for providing us with correct and updated contact information. VIBBIO is not liable for the failure of providing you with an order confirmation due to incorrect registration of your contact information.

2: Prices and payment.

2.1: The price and content of each subscription plan is according to the current price list, which is detailed on the website vibbio.com. All prices are excluding value added tax (VAT). The cost of the Platform includes full product capabilities within the chosen subscription plan. The cost is non-refundable. Storage exceeding 2 TB is billed quarterly in arrears. The price per extra started TB of storage is according to the current price list.

2.2: The service is billed yearly, in advance. Terms of payment are 14 days from the date on the invoice issued.

2.3: The platform offers extra services in the store function, as well as the ability to purchase additional credits. These services are billed separately from your subscription, on a monthly basis.

3: Trial, cancellation and termination.

3.1: VIBBIO offers a 14 days long trial subscription plan for free, with limited storage space and no monthly credits awarded. After expiration of the trial period,VIBBIO can close the Platform to you without any notice, if no agreement on extending the use of the Platform has been finalized.

3.2: You may terminate this Agreement at any time. You will be subject to payment of the monthly subscription fee for the duration of your current contract period.

All VIBBIO subscription plans are subject to automatic renewal, unless you notify us of your wish to terminate the agreement before the end of your current contract period.

Additional Services are subject to additional cancellations terms, c.f. Section 4.

Upon termination of this Agreement, you lose all rights granted to you under this Agreement, including access to the Platform, Raw Material, Products and all other material made available to you on the Platform. You are responsible for downloading all Products and other downloadable material before terminating your subscription.VIBBIO is not responsible for providing you with any copy of Products or other material and will delete all data within 7 days after the end of the current contract period.

3.3: VIBBIO may upon prior notice terminate this Agreement in the event of you;

If you have breached this Agreement, we reserve the right to disclose all relevant information to law enforcement authorities and initiate legal proceedings against you for claims of compensation of all recoverable loss.

4: Additional Services

VIBBIO also offers the following services (“Additional Services”) in addition to the standard services available on the Platform:

Recording session with one producer, content workshop with a content specialist to create a detailed plan and manuscript for your video and content adoption of existing text by one content specialist. The services may be combined. If you only order the recording session, you are solely responsible for providing the plan and manuscript in time for the scheduled recording session.The delivery time and technical information is detailed on the website vibbio.com. Raw Material produced by VIBBIO in connection with the Additional Services will be uploaded to your user account in the Platform. VIBBIO retains ownership to the Raw Material, and access to the Raw Material is contingent on a valid subscription, c.f. Section 6.1 below. You retain ownership to the plan and manuscript produced in connection with content workshops.

This service is subject to availability. You may request Additional Services by placing an order in the Platform. We will reply to your request as soon as possible with a response to whether we can deliver the additional services or not, with a proposed production date. You may cancel the order within two hours after the order has been placed. You are required to notify us as soon as possible and no later than 24 hours prior to the commencement of the production if you need to reschedule the production date we have proposed for you. No-show or late notification is charged with full rates.

The delivery time and technical information is detailed on the website vibbio.com. All video recording by VIBBIO will be uploaded as Raw Material to your user account in the Platform. VIBBIO retains ownership to the Raw Material and access to the Raw Material is contingent on a valid subscription, c.f. Section 6 below. You retain ownership to the plan and manuscript produced in the content workshop.

Additional services and extra credits are billed separately from the annual subscription price. See 2.3 unders prices and payments.

5. Use of the Platform

5.1: Username and password

Upon registration for an account with us, you will be asked to create a username and password on the Platform. You are the only authorized user of your account and, accordingly, you must not disclose your username and/or password to anyone else. You should contact us immediately upon discovering any unauthorized use of your account or error in the operation of your username and/or password.

5.2: Use of the Raw Material

Information about the technical requirements for the Platform, including supported file formats, is detailed on the website www.vibbio.com. Unless VIBBIO has provided the Raw Material through our Video Production Service, you are solely responsible for providing Raw Material in a file format supported by the Platform. VIBBIO is not liable for any corrupted files or other defects in the Raw Material provided by you, even if the defect may have been caused by technical errors on the Platform. VIBBIO is offering security copies of all material uploaded on the Platform, but is not liable for any missing, corrupted or defected files. You are solely responsible for ensuring safe security copies of all your Raw Material.

5.3: Copyright, personal data and acceptable use

You hereby declare that you either own or have secured the necessary rights to the Raw Material and all other information provided by you. If applicable, you are responsible for obtaining appropriate consent and authorization to for processing personal data. You are fully responsible for ensuring that the Raw Material or other information you upload to the Platform can be legally uploaded, that the data is legal and that the data does not violate third party rights, such as privacy rights, publishing rights, copyright, contractual rights, intellectual property rights or other rights. You agree that you will not, nor allow anyone else to, use your account to:

to access or attempt to access the Platform which you have not purchased or subscribed to; to interfere with or disrupt the provision of the Platform or use the Platform in a way that interferes with anyone else s use of the Platform; to further any criminal or fraudulent activity or to impersonate another person; to breach the rights of any person (including, but not limited to rights of privacy and intellectual property rights); to upload to the Platform any content that is unlawful, threatening, abusive, defamatory, pornographic, obscene, vulgar, indecent, or offensive; or otherwise breach any acceptable use guidelines that we may issue from time to time.

5.4: Placement of orders on the Platform

Placement of orders on the Platform is contingent on sufficient credits. Credits are the only valid currency for ordering services on the Platform. Additional credits may at any time be purchased on the Platform.

You will receive an order confirmation by e-mail and in your user area immediately after order placement. You may cancel your order until VIBBIO has commenced on delivering your order. Only cancellations placed in the Platform are valid. The option to cancel in the Platform will be deactivated when VIBBIO has commenced on delivering your order. Valid cancellations are subject to full refund of credits.

5.5: You grant VIBBIO access to and permission to use any content uploaded to the Platform as required to operate the service.

5.6: VIBBIO is entitled to use your company name and logo as a reference in public communication.

6: Intellectual Property Rights

6.1:The Raw Material and the Products

VIBBIO retains ownership and copyright to Raw Material produced by VIBBIO in accordance with Section 4 of this document. The Raw Material is only made available in the Platform and may not be downloaded or otherwise copied to other platforms or storage media. Access to the Raw Material is contingent on a valid subscription. You retain ownership and copyright to Raw Material provided by yourself. You are granted ownership and copyright to all Products produced on the Platform. The Products may be downloaded, reproduced and editing at your own discretion.

7: The Platform

7.1:VIBBIO has the exclusive and worldwide right to all intellectual property rights related to the Platform, both hardware and software, whether patentable or not and whether registered or not. This includes but is not limited to the construction, methods, concepts, designs and trademarks.

The Platform and all associated copyrights, know-how, trade secrets, trademarks and other intellectual property rights belong to us and our suppliers. The Agreement does not imply any right for the Customer beyond the limited rights of use expressly granted in the paragraph above.

8: Software License

8.1:You are granted a non-exclusive and non-transferable license to use software included as the Platform (“License”). The software and any third party software, documentation, interfaces, content, fonts and any data accompanying this License whether on disk, in read only memory, on any other media or in any other form are licensed, not sold, to you by VIBBIO, for use only under the terms of this License. VIBBIO and/or VIBBIO s licensors retain ownership of the Vibbio software itself and reserves all rights not expressly granted to you. VIBBIO, at its discretion, may make available or require future updates to the VIBBIO software. The VIBBIO software updates, if any, may not necessarily include all existing software features or new features that VIBBIO releases for newer models. The terms of this License will govern any software updates provided by VIBBIO that replace and/or supplement the original VIBBIO software product, unless such update is accompanied by a separate license in which case the terms of that license will govern such update.

The License does not comprise the right modify, adapt, update, patch, translate, reproduce, reverse engineer, decompile or disassemble the software.

9: No warranty

9.1:No warranty for use of the Platform

VIBBIO may from time to time need to temporarily suspend services on the Platform due to software updates or maintenance of the Platform. All scheduled software updates or maintenance work will be notified to you in advance. VIBBIO shall correct any errors on the platform as soon as possible. Nevertheless, VIBBIO offers no warranty for compliance with any particular purpose, function, specification or expectation. We may not guarantee a specific time limit for correction of errors on the Platform, and we are not liable for any loss due to errors or downtime of the Platform, c.f. Section 10 of this document.

9.2:No warranty for the Products and Raw Material

If you are dissatisfied with the Products or Raw Material delivered by VIBBIO, you may complain to our Customer Service. Contact information to our Customer Service is detailed on the website vibbio.com. We will apply our best efforts to correct any errors in the Products or Raw Material. Nevertheless, VIBBIO offers no warranty for compliance with any particular purpose, function, specification or expectation.

10: Liability

VIBBIO SHALL IN NO EVENT BE LIABLE FOR ANY LOST PROFITS, LOST SAVINGS, LOSS OF REPUTATION, LOSS OF GOODWILL, INDIRECT, INCIDENTIAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SALE OF ANY PRODUCTS OR SERVICES BY VIBBIO OR THE USE THEREOF WHETHER OR NOT SUCH DAMAGES ARE BASED ON TORT, WARRANTY, CONTRACT OR OTHER LEGAL THEORY, EVEN IF VIBBIO HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITIES OF SUCH DAMAGES.

VIBBIO S AGGREGATE AND CUMULATIVE LIABILITY TOWARDS YOU UNDER ANY SALE/AGREEMENT SHALL NOT EXCEED AN AMOUNT OF TEN PERCENT (10%) OF THE RELATED SALE / AGREEMENT.

ANY CLAIM FROM YOU FOR DAMAGES MUST BE NOTIFIED TO VIBBIO WITHIN NINETY (90) DAYS OF THE DATE OF THE EVENT GIVING RISE TO ANY SUCH CLAIM, AND ANY LAWSUIT RELATIVE TO ANY SUCH CLAIM MUST BE FILED WITHIN ONE (1) YEAR OF THE DATE OF THE CLAIM.

11: Indemnities

YOU AGREE TO INDEMNIFY AND HOLD VIBBIO, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, CONSULTANTS AND ADVISERS, HARMLESS FROM ANY AND ALL CLAIMS, INCLUDING BUT NOT LIMITED DAMAGES, LEGAL FEES, COST AND EXPENCES, FROM THIRD PARTIES ARISING IN CONNECTION WITH THE PRODUCTS.

12: Force Majeure

VIBBIO shall not be responsible nor liable to you for any failure to perform its obligations to you as a result of any strikes, work stoppages or labor unrest, earthquakes, fires, floods, storms or other natural disasters, shortages of materials or supplies or availability of goods or inventory, acts of war terrorism, crimes, unrest or violence, shipping or other transportation delays or restraints, acts laws, rules or regulations of any governmental or legal authority or any other cause or circumstance beyond VIBBIO s reasonable control whether or not foreseeable at the time of the confirmation of the order from you.

In case of such failure set forth above, the performance of VIBBIO s obligations will be suspended for the period such failure continues, without VIBBIO being responsible or liable to you for any damage resulting thereof.

In the event that the force majeure extends for a period of three (3) consecutive months (or in the event that the delay is reasonable expected by VIBBIO to extend for a period of three (3) consecutive months), VIBBIO shall be entitled to cancel all or any part of the Agreement without any liability towards you.

The Platform and the website vibbio.com may contain links to third-party web sites or services that are not owned or controlled by us. VIBBIO is not liable for such third party sites and assumes no claim of verification of the legal status of such sites, or whether the content featured on such sites are correct, legal and acceptable.

14: Amendments to this Agreement

This Agreement may be updated from time to time. You will be notified of any changes to this Agreement and provided with a 30 days’ time limit to accept the new Agreement. VIBBIO reserves the right to terminate this Agreement if you do not accept the updated Agreement as presented to you within the 30 calendar day time limit.

15: Severity

If any part of this Agreement is found to be invalid due to mandatory statutory law or a final legal judgment, it shall only affect those parts found to be invalid. The remaining parts of this Agreement will still be enforceable.

16: Priority

This Agreement have priority over any other terms, discussions, understandings and agreements between you and VIBBIO.

17: Dispute resolution

Any dispute arising out of or in connection with this Agreement, which is not solved amicably, shall be submitted to the exclusive jurisdiction of the courts of Oslo, Norway.

18: Governing law

This Agreement is governed by and construed in accordance with the laws of Norway, without regard to its conflict of law principles.

19: Entry into force

This Agreement enters into force upon your acceptance of this Agreement by ticking off on the box “I am authorized to accept and hereby accept this Agreement on behalf of the customer” on the website vibbio.com.

Changes to Terms and Conditions

We reserve the right, at our sole discretion, to replace or modify these Terms and Conditions at any time. We will notify you either through the email address you have provided us, or by placing a prominent notice on our website if any material changes are made to the Privacy policy. We will determine what constitutes a material change at our sole discretion.

Contact Us

If you have any questions about these Terms and Conditions, please contact us.