Terms of Service

Introduction

This Terms of Service document is a policy governing the use of all Infrastructure as a Service products offered by Zetta.IO Technology AS («Zetta.IO», «us», «our», «we») and the users of these services («you», «customer», «your»). It is part of your Agreement with Zetta.IO, along with the Service Level Agreement, Privacy Policy and Acceptable Use Policy, and is subject to all the terms and conditions stated in these documents.

Definitions

The following definitions shall apply for purposes of this Terms of Service document:

Services Description means the services as described on the Zetta.IO website at the time of entering into the Agreement.

Services means all services provided to customers by or on behalf of Zetta.IO.

The contractual relationship

The Customer agrees to purchase and Zetta.IO Technology AS agrees to provide the service(s) as described on the Zetta.IO website at the time of entering the Agreement.

This Agreement does not constitute an exclusive agreement between Zetta.IO and the Customer.

By signing up for services and entering into an Agreement with Zetta.IO, the Customer has the right to order services from Zetta.IO via the web interface and related APIs when this has been made available to the Customer.

The Customer acknowledges and agrees that he will not be entitled to use any part of installations, facilities or other infrastructure used or made available by Zetta.IO for delivery of the Services, other than the right to use the Services as described on the Zetta.IO website at the time of entering into the Agreement. The Customer has no rights regarding any part of the network, installations or equipment owned or used by Zetta.IO to provide the Services .

Ordering Procedure

After approval Zetta.IO will allow the Customer access to the web interface and related APIs. The Customer can then place orders for Services.

Zetta.IO shall acknowledge receipt of each order immediately via the ordering system. The order is accepted when Zetta.IO makes the Services available to the Customer.

Zetta.IO will only consider accepting orders for Services under the following conditions:

• All order information is accurate and fully completed.
• The Customer has no overdue payments to Zetta.IO.
• Zetta.IO has accepted the payment terms of the Customer.

All orders can be accepted or rejected entirely by Zetta.IO.

If a dispute arises as to whether there exists an (Approved) order, or a dispute about the nature of the order, registrations via the web interface and related APIs will be binding for the parties.

Prices and payment

All one time fees shall be billed by Zetta.IO from the date the Service is made available to the Customer.

All usage fees will be charged to the Customer's credit card at the end of each month, or by invoice if this is explicitly agreed upon.

All fees are exclusive VAT, taxes or similar charges if applicable.

When billed, the Customer shall pay all invoices within fifteen (15) days. If failing to meet the payments due, Zetta.IO reserves the right to:

• Interest at one percent (1%) pr. month on all invoiced amounts not paid within 15 days.
• A reasonable late fee, including, but not limited to reasonable legal expenses.
• Demand pre-payment for any future delivery of Services, or introduce other reasonable methods to ensure prompt payment.

Zetta.IO has the right to enter into a factoring agreement with a third party.

Suspension of Services

Zetta.IO has the right to immediately suspend delivery of Services or part or Services, and to turn off or suspend access to Services:

• To comply with a warrant or injuction by the Norwegian court of law.
• There are breaches of the Acceptable Use Policy.
• If the Customer does not meet the obligations under of the collective Agreement, and fails to correct this within fourteen (14) days after receipt of a written notice.
• If the Customer fails to pay any outstanding amount after he has received a written notice specifying the missing payment and fails to remedy this within thirty (30) days.
• If the safety of persons or property is (or is threatened to be) adversely affected by Customer's behavior, the behavior of his Customers, his affiliates or subcontractors.
• If the Customer's behavior or behavior of his Customers, affiliates or subcontractors expose, or by our opinion, may expose Zetta.IO or its affiliates, agents or contractors to lawsuits, claims and/or damages.
• If there has been submitted a bankruptcy petition against the Customer or if the Customer is granted a payment deferral or other available remedy under applicable bankruptcy law.

The Customer is obliged to pay all fees in the suspension period. The same applies if the suspension may be attributed to failure, error, act or omission of the Customer, its employees, subcontractors or subcontractors' customers.

The suspension of Services shall be ended within one day after the causes that led to the suspension, has been solved. Zetta.IO reserves the right to terminate the affected Services permanently with written notice thirty (30) days in advance.

Claims and Limitation of Liability

Subject to the provisions in this Agreement, and with the sole exception of gross negligence or intentional breach by Zetta.IO, Zetta.IO shall not be liable for any loss, damage or expense, including without limitation loss of profits, revenue, goodwill, anticipated savings or any form of indirect or consequential damages, property damage and personal injury or death resulting from Zetta.IOs failures to meet contractual obligations, and/or resulting from tortious acts in connection with such compliance and/or arising out of or in connection with any unavailability, delay, interruption or degradation or the Services and any loss, destruction or deterioration of information.

Zetta.IO's total liability to the Customer for any breach of these Terms is, for any violation of the related Agreement and/or arising out of tortious acts or other, resulting in losses to the Customer may be compensated by up to NOK 50,000 (fifty thousand NOK) per event or series of related events.

The Customer agree to defend, indemnify and hold Zetta.IO, its employees, subcontractors, agents, and affiliates exempt from all liability, fees and expenses, including reasonable legal fees, related to or resulting from:

• Any breach by the Customer of the Agreement.
• Use of the Services or the Internet or the placement or transferal of any materials on the Internet by Customer or its customers and branches to the Customer and third parties used by the Customer.
• Acts or omissions of Customer (or any third parties used by the Customer) regarding the installation, maintenance , existence or use.
• Any and all claims of third parties arising from Services to be provided by the Customer to third parties using the Services.
• Claims for breach of any copyrighted work of any third party, including copyright, patents, trade secrets and rights relating to trade marks, as a result of the use of Services, and software not supplied by Zetta.IO, or misuse of Services or software provided by Zetta.IO.
• Any loss or damage to property or personal injury or death caused by willful acts or omissions of the Customer, his customers, subcontractors or agents.

Notification of damage shall be reported via registred mail to Zetta.IO as soon as possible but in any event within fourteen (14) days after the Customer becomes aware of the injury. Zetta.IO shall not be liable for damage not reported by the Customer within that period, unless the Customer proves that he could not reasonably have known and reported such an injury within the specified period.

Force Majeure

Neither party shall be liable for failure to fulfill its obligations under the Agreement if such non-fulfillment is due or is the result of a force majeure event, including but not limited to, the following examples (assuming these examples are not due or was made possible due to the negligence of a party): fire, flood, strike, cable or fiber cuts (where the negative results of this could not reasonably have been prevented by redundancy), lightning, strikes, civil unrest, actions from government or military authorities, changes in laws, terrorism, natural disasters and prolonged power outages.

A party shall as soon as possible give the other party written notice of an event of force majeure and the estimated extent and duration of its inability to meet its obligations under the Agreement.

In the event of force majeure, the Party shall use all reasonable resources to minimize the effects of the event.

Confidentiality

Throughout the term of the Agreement and for a period of five years thereafter, the Parties shall keep confidential all contractual documentation and concepts referred to in these Terms as well as any other information concerning the other Party, including, but not limited to information about the other Party's business operations and Customers acquired during the Agreement, and information that may reasonably be considered to be confidential or marked or otherwise identified by the other Party as confidential.

The obligation of confidenciality shall not apply to information that:

• Already is received or previously made known to the party receiving the information at the time it is received from the Party providing the information, other than for breach of the applicable commitment to confidenciality.
• Is publicly known or becomes public knowledge other than by breach of the applicable commitment to confidenciality.
• Can be obtained from a third party that is permitted to disclose such information, or who have come to the receiving Party knowledge without use of the Confidential Information received from the disclosing Party.
• Is discloused due to requirements by law or by court order.
• Has been submitted to the respective (legal) advisers to the Parties, provided that they are obliged to treat such information as confidential.

The commitments made shall apply unlimited in time and will not lapse as a result of the termination of the Agreement.

Applicable law and resolving disputes

Norwegian law will govern these Terms of Service, Acceptable Use Policy, Service Level Agreement and Privacy Policy and all documents that may be referred to or executed under the agreement.

Any disagreement regarding the interpretation or implementation of the Agreement that can not be resolved voluntarily between the Parties shall be finally settled in accordance with Norwegian law. This does not limit the parties from seeking provisional legal assistance by a competent court. Oslo, Norway is the legal venue.

Termination

If the Customer terminates a Service before the agreed upon expiry date, or if Zetta.IO is terminating a Service in accordance with provisions under the Suspensions of Service and the Service is not restored, the Customer shall pay Zetta.IO all fees for Services that have been delivered up to and including the effective date of such termination, plus a termination fee which is determined by:

• If the contract period for the terminated Service is one (1) year or less, the termination fee will be an amount equal to the balance of fees (at the time of termination) for terminated Services that would otherwise be due for the agreed period.
• If the agreed period for the completed Service is longer than one (1) year, the cancellation fee will be an amount equal to the balance of current taxes (current at time of termination) for the Services that would otherwise be due to the still current portion of the first year of the agreed period, plus fifty percent (50 %) of the balance of such monthly fees for the remainder of the agreed period beyond the first year.

In addition, if the Customer earned a discount or waiver with respect to any non-recurring charges based on the duration of the Customer agreed period, the Customer shall also pay Zetta.IO an amount equal to the value of such discounts or waivers.

It is agreed that it will be difficult or impossible to secure damages incurred by Zetta.IO, if the Service is terminated before the agreed period is completed. Accordingly, the amounts presented under section "Termination" is intended to cover compensation for early termination of the contract, and are not intended as a penalty.

If the contract is terminated as a result of an event described in the section "Suspension of Services" subsection 1, the Customer shall only be obligated to pay the fees for the Services delivered up to and including the effective date of such termination, unless such event is attributable failure, error, act or omission of the Customer, its employees, subcontractors or their Customers. In such cases articles under section "Termination".

After termination, articles remain valid regardless of the cause of termination.

Intellectual Property Rights

No intellectual property rights shall be considered transferred from Zetta.IO to the Customer under the conditions described in this document, nor as a result of other documents referred to in this standard Agreement. The Customer is, however, granted a limited right to use Zetta.IO property, provided that this is according to a contract between Zetta.IO and Customer.

Zetta.IO shall provide all reasonable assistance to ensure that Services and deliveries to the Customer is not obstructed or otherwise impaired by any third party intellectual property rights or other intellectual property rights. If a court order or law has determined that the services of Zetta.IO is contrary to other parties property rights including intellectual property rights, Zetta.IO shall at its own risk undertake actions that ensure Customer continued use of contractual Services, or if not possible, stop all deliveries and replace the amount the Customer paid for the Services not delivered as a result of this.

Zetta.IO will represent the Customer in cases where a third party claims that Services violates third party rights. This applies only if the Customer immediately notifies Zetta.IO of such a dispute, and that the Customer assists Zetta.IO in the case.

Final provisions

No variation, addition, alteration or addition to or cancellation of provisions relating to the Agreement shall be valid, unless otherwise agreed in writing between a duly authorized representative of the Customer and Zetta.IO.

The Customer Agreement does not give the Parties right to represent the other Party as agent or otherwise.

None of the rights and obligations under the Agreement shall be assigned or transferred by the Customer without Zetta.IOs approval in writing thereto, except if the Customer assigns its rights under the Agreement in whole or in part to an entity that is controlled by, is under common control by, or that controls the Customer.