Terms of Service

Latest version 11th March 2026

Previous version of Terms and Services: 03-01-2022

1. LICENSE TERMS OF SERVICE

Background
This License term together with the applicable Order Form, the Service Level Agreement in Appendix A, Data Processing Agreement in Appendix B, Basis for Transfer of Personal Data out of the EEA (where applicable) in Appendix C, and other documents listed on the Order form (collectively the “Agreement”), constitutes a binding agreement between NTB AS (“NTB”), and the customer (the “Customer”) and is effective as of the date listed on the signed Order Form. NTB and Customer are each referred to as a “Party” and collectively the “Parties”. NTB provides a real-time Live Center blogging solution and/or a Parachute fallback solution (the “Solution”) and provides hosting and maintenance services in connection therewith (collectively the “Services”). Customers licensing the Solution for use on its websites, will have the Solution accessible to its readers and end users. This Agreement sets out the terms of the license to the Solution and Services. Any special terms agreed to by the Parties shall be set out in the applicable Order Form.

Definitions

“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control”, for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.“Aggregate Data” shall have the meaning set out in Section 6.5.“Claim” shall mean any claim related to or arising out of any third party allegation, claim, lawsuit, or proceeding.“Confidential Information” shall have the meaning set out in Section 7.“Content” shall have the meaning set out in Section 7.2.“Customer Data” shall have the definition set out in Section 6.1.“Data Processing Agreement” or “DPA” shall have the meaning set out in Section 6.“Documentation” means, collectively, all documentation provided by NTB to Customer relating to the Services and the Solution, including user manuals, all official documentation, technical documents, functional manuals, operator and user guides , as updated from time to time.“Fees” shall have the meaning set out in Section 3.“Force Majeure” means an event caused by conditions beyond the reasonable control of a Party, including governmental action, war, acts of public enemies, strikes or other labor disturbances, civil or military authority, fires, floods, or other natural calamities, acts of God, telecommunications failures, electrical outages, any service failure or disruption caused by third parties, service providers or systems, severe network outages in co-location site networks, error in the coding of electronic files or any causes of like or different kind beyond the reasonable control of such Party.“Initial Term” shall have the meaning set out in Section 9.1.“Intellectual Property Rights” means any and all rights under patent law, copyright law, trademark law, unfair competition law, publicity rights law, privacy rights law, whether registered or unregistered, and any and all other similar proprietary rights, as well as any and all applications, renewals and extensions thereof, now or hereafter in force and effect worldwide.“Losses” shall mean any loss, damage, settlement, cost, expense, and any other liability (including reasonable outside attorneys’ fees and costs).“Modifications” shall have the meaning set out in Section 5.2.“Order Form” means the NTB order form setting forth the specific Services to be provided to the Customer and the specific license to the Solution, all pursuant to this Agreement, as executed by the Parties. Each Order Form is hereby incorporated by reference into this Agreement.“Renewal Term” shall have the meaning set out in Section 9.2.“Service Level” shall have the meaning set out in Section 4.1.“Service Level Agreement” or “SLA” means the service level agreement attached hereto as Appendix A.“Services” means any hosting and maintenance services set forth in the applicable Order Form executed by the Parties.“Solution” means the specific solution or solutions defined in the Order Form, as per now the Live Center and/or the Parachute.“Term” means the period of time defined in the Order Form.“Third Party Services” shall have the meaning set out in Section 7.1.“Third Party Terms” shall have the meaning set out in Section 7.1.“Upgrades” shall have the meaning set out in Section 4.2.“User” means any employee of the Customer who is authorized to access and use the Solution on the Customer’s various sites in accordance with this Agreement.

2. LICENSE

Subject to the terms and conditions of this Agreement, and provided that all Fees have been paid by the Customer , NTB grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the Term to remotely access and use the Solution, solely for the purpose, the domains, pages, websites, apps, as specified in the Order Form, and only for the number of new active live blogs per month as specified in the Order Form. The Customer shall also comply with the Documentation.The Customer will not disclose any portion of the Services or provide access to the Services to any non-Customer personnel, except invited guest contributors, for any purpose that is not expressively approved by NTB.

Evaluation Trial Basis

If the Solution is licensed on an evaluation trial basis, the term of such license is fourteen (14) days from the earlier of installation (if applicable) or first use unless a longer period is specified in writing, after which time the evaluation license automatically ceases. Evaluation use of the Solution is intended solely for Customer to determine the compatibility of the Services with Customer’s business needs and is only intended to be used in a non-production test environment. NTB cannot guarantee SLAs, warranties, etc. under the trial basis and the Services will be provided on an “as is” basis, notwithstanding anything to the contrary herein.

Affiliates

NTB may, in its sole discretion, grant additional licenses for use of the Solution and Services to any Affiliate of the Customer upon request of the Customer or such Affiliate, pursuant to terms to be agreed to between NTB and such Affiliate. NTB reserves the right not to grant such additional licenses.

3. FEES

NTB’s fees for the Solution and the Services, including licensing fees for the Solution, hosting and maintenance Services fees and all other related fees and expenses, as applicable (collectively, the “Fees”) are set forth in the Order Form. The Customer agrees to pay all the Fees in accordance with the terms and provisions set forth in the Order Form and/or this Agreement. Except as otherwise specified in the Order Form, all the Fees are quoted and payable in euro (EUR). The Customer’s payment obligations are non-cancellable, and all the Fees paid are non-refundable. The Fees may be adjusted by NTB with effect at the beginning of each calendar year, by an amount equivalent to the annual increase in the consumer price index (CPI) of Statistics Norway or currency fluctuations, from January the previous calendar year to January the current calendar year.

Taxes

Except for any taxes applicable to the income of NTB, all amounts payable hereunder are net of, and the Customer is responsible for and shall pay (or reimburse NTB, as the case may be), any sales, use, excise, gross receipts, property, privilege, value-added, or other taxes or tariffs (including any interest or penalties related thereto) now in force or enacted in the future and which are applicable to any services or use of the Services and the license to the Solution in connection with this Agreement. NTB may invoice the Customer for any such taxes and remit any payments made on any such invoice directly to the appropriate taxing authorities and the Customer will promptly reimburse NTB for any and all such taxes or duties that NTB may be required to pay in connection with this Agreement or its performance.

Invoicing

NTB will issue invoices to Customer at the frequency specified in the Order Form. Unless otherwise stated in the Order Form, invoiced the Fees are payable within 30 days of the invoice date. Invoice amounts not paid on or before that date shall bear interest at the rate of one and one-half percent (1.5%) per month or the highest lawful rate, whichever is lower.

Invoice Disputes

To the extent that the Customer disputes any portion of an invoice, Customer shall notify NTB in writing and provide detailed documentation supporting its dispute within fifteen (15) days of the invoice date or the Customer’s right to any billing adjustment shall be waived. In the event of a billing dispute, the Customer shall pay all undisputed amounts. If the dispute is resolved against the Customer, the Customer shall pay such amounts due plus interest as set forth in Section 3.3 from the date the payment was originally due. A dispute may not be based upon a claim that all or a portion of the charges for the Services were incurred by anyone other than a User.

Suspension

In the event any undisputed payment is outstanding sixty (60) days beyond the invoice date, NTB may, at its discretion: (i) suspend the Customer’s access to and use of the Services and the Solution until all Fees, costs, and expenses owed by the Customer are paid; and (ii) condition future delivery of Services and access to the Solution on payment terms shorter than those specified in Section 3.3. In the event of suspension, NTB reserves the right to charge a fee for re-establishing suspended Services and the Solution.

4. NTB OBLIGATIONS

Service Levels

NTB will use commercially reasonable efforts to provide the Services in accordance with the service levels set forth in the SLA.

Upgrades

At its sole discretion, NTB may, from time to time, revise or enhance the Solution and the Services, in the form of new versions, system upgrades, enhancements, software patches, or otherwise for the purpose of enhancing or improving the Solution and the Services currently being provided to all customers (collectively, “Upgrades”). NTB shall notify the Customer of the Upgrades and provide the Customer with access to such Upgrades and copies of any new Documentation, as the same shall become available.

5. CUSTOMER OBLIGATIONS

Implementation and access

The Customer will cooperate with NTB in implementing the Solution and provide access to the necessary resources in order for NTB to enable the Customer’s use of the Solution.

Maintenance of live blog skins/design

The Customer is responsible for maintaining, updating, and managing any live blog skin (design) that was created for them by NTB. I.e. any changes to the Customer’s environment, solutions, or tech stack that impact the live blog skin so that it requires maintenance or upgrades is the Customer’s sole responsibility. Similarly, any upgrades to the skin or design requested by the Customer once the initial sign-off/acceptance has been given will be handled either by the customer themselves or as development services.

Modifications

The Customer shall provide NTB with reasonable advance notice of any modifications such as upgrades or changes (“Modifications”) to the Customer’s website(s), or software code utilizing the Solution. In the event NTB is required to perform additional professional services in order to enable the Solution to function following a Modification, the Customer and NTB shall agree in writing on the quantity and potential fee for such professional services arising from the Modification.

Restrictions on Use

The Customer may not: (i) alter, reverse engineer, decompile, disassemble, defeat any disabling mechanism contained in, modify or create works derivative of the Services or the Solution; or (ii) use the Services or the Solution for purposes of segmenting, re-targeting, creating or supplementing user profiles or inventory profiles, creating, supplementing or amending interest categories, or syndication or other distribution to third parties, unless such data collection and usage are authorized by or on behalf of the data owner and/or data subject, or (iii) use the Live Center as a backup or fallback solution for the Customer's primary Content Management System (CMS) operating on the Customer's main domain or sub-domains, as the Parachute solution is intended for this use.

6. DATA OWNERSHIP AND DATA PROTECTION

Ownership of Customer Data

Customer Data is and shall remain the exclusive property of the Customer. The Customer has sole responsibility for Customer Data and its intellectual property ownership and right to use such Customer Data (hereunder through appropriate privacy policies and user consents on Customer’s sites). The Customer Data shall be kept confidential by NTB as “Confidential Information” in accordance with the terms of Section 8. As used herein, “Customer Data” shall mean any proprietary raw data owned by Customer, which Customer may input into the Service and the Solution. Customer Data expressly excludes any data to the extent processed by or resulting as an output of the Services and the Solution, which shall be considered NTB Data.

License to Customer Data

The Customer hereby grants to NTB a limited, non-exclusive, non-transferable license during the Term to (i) receive, retrieve, process, use and transmit any Customer Data necessary or reasonably desirable to perform the Services and the Solution; and (ii) use, copy, manipulate and store any Customer Data that will be archived, stored or otherwise transmitted in connection with the Services and the Solution.

Data Processing Agreement

NTB has appropriate technical and organizational measures, internal controls, and information security routines to protect Customer Data against accidental, unauthorized or unlawful access, disclosure, alteration, loss, or destruction as outlined in the DPA.

Disposition of Customer Data

Upon termination or expiration of this Agreement or earlier at the Customer’s request, NTB shall delete all Customer Data unless otherwise required by law. The Customer may request in advance of such termination or expiration that Customer Data be returned to the Customer.

NTB Data

The Customer acknowledges and agrees that NTB, in connection with statistical analysis and/or performance improvement of the Services and the Solution, shall have the right to collect and shall own, aggregated, non-identifiable data resulting from the Customer’s use of the Services and the Solution (collectively, the “Aggregate Data”). NTB will not use the Aggregate Data in any manner as to identify it as data of the Customer or its data subjects. For the avoidance of doubt, Aggregate Data shall not be considered Customer Data.

7. THIRD-PARTY SERVICES AND CONTENT

Third-Party Services

The Services and the Solution may integrate and/or interact with third-party services, such as via APIs, Solution extensions or browser extensions. NTB makes no claim, representation or warranty of any kind, type or nature concerning any Third-Party Services, nor Customer’s or any end user’s use of or compliance with any third party terms of service and applicable privacy policies for any such Third Party Services (collectively, “Third Party Terms”).The Customer’s relationship with the Third-Party Service provider is an agreement between Customer and such Third-Party Service, and not NTB, and Customer hereby releases NTB and waives any and all such possible claims or claim rights against NTB, and indemnifies NTB against any claims that any third party may have against NTB, including with respect to the Customer’s use of any Third-Party Services, including if accessed or used via the Services, and the Solution and with respect to Third-Party Terms. NTB is e.g., not responsible for Third-Party Services, and will not be liable to Customer or any third party for (i) any losses or damages, and/or (ii) disclosure, use, change to or deletion of Customer Data, resulting from Customer’s use of Third-Party Services any Customer must comply with all agreements and other legal requirements that apply to the relevant Third-Party Services, such as (but not limited) YouTube, Twitter, Facebook Terms of Service. NTB may elect, in its sole discretion, to utilize social logins, allowing Customer and its end users to log in to the Services and the Solution via other third-party authentication services, such as (without limitation) Facebook, Twitter, LinkedIn, Google, or other account credentials. This in no way creates an endorsement of, by, or from NTB to them or vice versa, that NTB is not responsible for such third-party logins, systems, or data, and that by using such third-party logins, Customer may be subject to applicable Third-Party Terms. NTB is not responsible for any failure or inability to integrate with such Third-Party Services.

Content

“Content” shall include, but not be limited to any content, remarks, comments, pictures, videos and uploads included on the Solution, provided by Customer, its end-users or any other third parties, including from Third-Party Services. Customer shall be solely responsible for such Content, including, without limitation and the consequences of posting or publishing it, as well as removing or administrating such Content. Customer shall ensure that it has in place appropriate end-user terms of use in connection with applicable Content from end users. Customer affirms, represents and warrants that Customer has all necessary licenses, rights, consents and permissions to use (including through appropriate end user terms) and authorize NTB to use any and all of the Content in the manner contemplated by the Solution and the Services.

8. CONFIDENTIALITY AND INTELLECTUAL PROPERTY RIGHTS

Intellectual Property rights

Apart from the limited licenses granted herein, each Party will own and will retain all of its respective Intellectual Property Rights. NTB owns and shall retain at all times all rights, title and interest in and to the Services, Documentation, the Solution and all NTB Data and all developments thereof.

Confidential Information

“Confidential Information” means all proprietary or confidential material or information disclosed orally or in writing by the disclosing Party to the receiving Party, that is designated as proprietary or confidential or that reasonably should be understood to be proprietary or confidential given the nature of the information and the circumstances of the disclosure; provided, that Confidential Information shall not include any information or material that (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing Party; (ii) becomes publicly known and made generally available after disclosure by the disclosing Party to the receiving Party through no action or inaction of the receiving Party; (iii) is already in the possession of the receiving Party at the time of disclosure by the disclosing Party as shown by the receiving Party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving Party from a third party without a breach of such third party’s obligations of confidentiality; (v) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information, as shown by documents and other competent evidence in the receiving Party’s possession; (vi) is approved for release (and only to the extent so approved) by the disclosing Party; or (vii) is required by law to be disclosed by the receiving Party, provided that the receiving Party gives the disclosing Party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure (and Confidential Information disclosed under this subsection (vii) will otherwise remain subject to this Agreement).

Non-use and Non-disclosure

The terms of this Agreement and any other Confidential Information exchanged pursuant to this Agreement (including the Services and the Solution), will be considered Confidential Information. Neither Party shall use or disclose any Confidential Information of the other Party for any purpose except in furtherance of this Agreement. The receiving Party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and/or unauthorized use of the Confidential Information of the disclosing Party. Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own Confidential Information and shall ensure that its employees who have access to Confidential Information of the disclosing Party have signed the appropriate agreements in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees.

Remedies

Each Party agrees that any violation or threatened violation of this Section 8 may cause irreparable injury to the disclosing Party, entitling the disclosing party to seek injunctive relief in addition to all legal remedies.

Survival

The obligations of each receiving Party under this Section 8 shall survive for three (3) years after the termination of the Agreement.

9. TERM & TERMINATION

Initial Term

The initial term of this Agreement (the “Initial Term”) shall commence on the Effective Date and shall continue for the period set forth in the applicable Order Form, unless terminated earlier in accordance with this Agreement.

Renewal Term(s)

Upon expiration of the Initial Term, this Agreement shall automatically renew for successive periods of one (1) term (each a “Renewal Term”) equal to the length of the Initial Term, unless: (i) either Party provides written notice of its intention not to renew at least thirty (30) calendar days prior to the expiration of the then-current term; or (ii) the Agreement is terminated earlier in accordance with this Agreement. As used herein, “Term” shall include the Initial Term and any Renewal Term.Failure by Customer to provide the thirty (30) day termination notice may result in early cancellation fees.

NOTE: Any discount applied during the Initial Term as specified in the Order form, will be discontinued for any Renewal Term, unless otherwise negotiated by the Parties.

Termination

Notwithstanding the foregoing, this Agreement may be terminated (i) by either Party upon thirty (30) calendar days prior written notice, if the other Party shall have materially breached its obligations hereunder and shall have failed to cure such breach within such thirty (30) calendar days’ notice period; (ii) by either Party, immediately, (1) if any proceeding is commenced by, for or against either Party under any bankruptcy, insolvency or debtor’s relief law for the purpose of seeking a reorganization of such Party’s debts, and such proceeding is not dismissed within ninety (90) calendar days of its commencement, or (2) either Party makes an assignment for the benefit of creditors, becomes insolvent, or if a receiver appointed on account of such Party’s insolvency.

Effect upon Termination

Upon expiration or termination of this Agreement for any reason, (i) all licenses and rights to the Services and the Solution shall cease and the Customer shall immediately (1) cease (and shall cause its employees to immediately cease) all use of the Services and the Solution; (ii) each Party shall return to or destroy any Confidential Information of the other Party, provided that NTB shall destroy all Customer Data in accordance with Section 6; and (iii) any and all undisputed Fees owed by the Customer to NTB hereunder shall become immediately due and payable to NTB.

Suspension of Services

NTB reserves the right, in its sole discretion, but with reasonable written notice, to suspend the Services and the license to the Solution following the Customer’s breach of any of its obligations under the Agreement.

10. REPRESENTATIONS AND WARRANTIES

Each Party hereby represents and warrants that (i) it has full power and authority to execute, deliver, and perform this Agreement and (ii) to its knowledge, its website and services do not and shall not promote illegal activity.

11. DISCLAIMERS; LIMITATIONS ON LIABILITY

THE CUSTOMER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES, THE SOLUTION AND THE DOCUMENTATION PROVIDED TO THE CUSTOMER HEREUNDER, ARE PROVIDED “AS IS,” AND THE CUSTOMER ASSUMES ALL RISKS OF THE USE, QUALITY, AND PERFORMANCE THEREOF, AND THE ACCURACY AND COMPLETENESS OF ANY DATA USED BY CUSTOMER IN CONNECTION THEREWITH. NTB DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, RELATING IN ANY WAY TO THE SERVICES, THE SOLUTION AND DOCUMENTATION, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. NTB DOES NOT WARRANT THAT THE CUSTOMER’S USE OF THE SERVICES AND THE SOLUTION WILL BE UNINTERRUPTED OR ERROR-FREE. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IN NO EVENT SHALL EITHER PARTY, THEIR AFFILIATES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, BE LIABLE FOR LOST PROFITS OR FOR SPECIAL, INCIDENTAL, ENHANCED OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY THEREOF. IN NO EVENT SHALL NTB’S LIABILITY (INCLUDING THE INDEMNITIES OBLIGATIONS) TO THE CUSTOMER UNDER THIS AGREEMENT FROM ANY CAUSE EXCEED THE AMOUNT OF THE AGGREGATE FEES RECEIVED BY NTB DURING THE TWELVE (12) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, PROVIDED, HOWEVER, THAT IF THE EVENT GIVING RISE TO THE LIABILITY OCCURS DURING THE FIRST TWELVE (12) MONTHS AFTER THE EFFECTIVE DATE OF THIS AGREEMENT, LIABILITY SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE FEES TO BE PAID TO NTB PURSUANT TO THIS AGREEMENT DURING THE FIRST TWELVE (12) MONTHS OF THE TERM.

12. INDEMNIFICATION

By NTB

NTB agrees to defend, indemnify and hold harmless the Customer and its officers, directors, employees, and agents, from and against any Claim and Losses arising out of such Claim that (i) the Services or the Solution infringe its Intellectual Property Rights; or (ii) NTB’s breach of its representations and warranties. In the event of an alleged infringement, NTB may, at its sole discretion either (a) procure for the Customer the right to continue to use the applicable Services or the Solution as contemplated hereunder, or (b) replace or modify the applicable Services or Solution and/or modify its use to make its use hereunder non-infringing. If NTB reasonably determines that the foregoing options are not commercially practicable, NTB may terminate this Agreement. The foregoing shall be the Customer’s sole and exclusive remedy for any alleged infringement with respect to the Services and the Solution.

Exceptions

Notwithstanding anything contained herein to the contrary, NTB will have no liability to the Customer under this Section 12 if any alleged infringement or Claim thereof arises from (i) use of the Services or the Solution in any manner not contemplated by this Agreement, or (ii) use of other than the most current version of the Services, or the Solution or the Documentation as provided by NTB if such alleged infringement would have been prevented by the use of the most current version.

By the Customer

The Customer agrees to defend, indemnify and hold harmless NTB and its officers, directors, employees, and agents, from and against any Claim, and Losses arising out of such Claim that (i) the Customer’s failure to comply with applicable laws or regulations in conducting its business in connection with the Services; or (ii) the Customer’s breach of its representations and warranties, or (iii) the Content or Third-Party Services infringe its Intellectual Property Rights or other rights (including, without limitation violation of any rights of privacy or publicity).

Indemnification Procedures

Within fifteen (15) business days after service of written notice of any Claim in any matter in respect of which indemnity may be sought from a Party pursuant to this Agreement, the Party in receipt of the Claim (the “Indemnified Party”) shall notify the other Party (the “Indemnifying Party”) of the receipt thereof. The defense of the Indemnified Party shall be conducted and controlled by the Indemnifying Party. The Indemnified Party is entitled to retain counsel of its choice, at the expense of the Indemnified Party. Any allegation or claim brought by any Affiliate of the Indemnified Party shall not be considered a Claim under this Section 12.

13. PRESS RELEASES; ANNOUNCEMENTS

Each Party and its Affiliates shall have the right to issue press releases, stock exchange notices and other marketing material identifying the Customer as a client utilizing the Services and the Solution. NTB shall have the right to include Customer in a customer list in its website or other promotional material in relation to the Services for marketing purposes, unless Customer requests in writing to be excluded from promotional material.

14. MISCELLANEOUS

Notices

All notices relating to this Agreement shall be in writing, signed by the Party giving or making such notice or communication, and shall be delivered by e-mail to the persons listed on the signed Order Form.

Assignment

This Agreement may not be assigned by either Party without the prior written consent of the non-assigning Party, except that no such consent is required in the context of merger, acquisition or sale of all or substantially all the assigning party’s stock or assets provided that such assigning party provides advance written notice thereof to the non-assigning party. Subject to the foregoing, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the Parties’ respective permitted successors and assigns.

Force Majeure

The failure of either Party to perform any obligation otherwise due (other than the obligation to pay any fee) as a result of an event of Force Majeure is excused for so long as said cause exists.

Governing Law; Consent to Jurisdiction

This Agreement shall be governed by the law of Norway and each party hereby irrevocably submits to the jurisdiction of the Oslo District Court in any action or proceeding arising out of or relating to this Agreement.

Entire Agreement

This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements concerning its subject matter. In the event of any conflict or inconsistency between the provisions of this Agreement and the Order Form, the terms of the Order Form shall prevail.

Amendment; Waiver

No amendment or modification of this Agreement shall be valid or binding upon the Parties unless made in writing.

Notwithstanding the foregoing, NTB may make non-material amendments to this Agreement by providing written notice to the Customer. Such amendments shall become effective 14 days after the notice is sent, unless the Customer objects to the amendment in writing within that 14-day period.

If the Customer objects within the 14-day period, the amendment shall not take effect, and the Parties shall continue under the existing terms unless otherwise agreed in writing.

Any material amendments to this Agreement shall require written agreement signed by an authorized representative of each Party.

Relationship of Parties

Each of the Parties is an independent contractor and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between them.

No Third-Party Beneficiaries

The representations, warranties, covenants, and agreements of the Parties set forth herein are not intended for, nor shall they be for the benefit of or enforceable by, any third party or person not a party hereto, including without limitation, any end-users of Customer.

Appendix A of the Terms of Service

Service Level Agreement

Between

CUSTOMER

&

NTB AS

Purpose of this SLA

The purpose of this Service Level Agreement (SLA) is to clearly define the levels of services to be provided by NTB to Customer for the Term duration of the Agreement as further set out in the applicable Terms of Service between the parties.This SLA:

– Describes the services to be provided by the NTB for Customer

– Outlines a process to get appropriate attention from Customer and NTB management to levels of performance that drop below agreed upon thresholds or targets

– Makes explicit the expectations Customer has for the performance of NTB’s solution

– Formalizes Customer control of the levels and performance of NTB’s services

Responsibilities of the Parties

1. NTB

NTB will deliver the Services described in section 5, Service Level Measurements and Targets.Additionally, NTB will:

– Assist Customer in managing the SLA

– Provide early warning of at least 2 weeks prior of any major organizational, functional, or technical changes that might affect NTB’s ability to deliver the Services described in this SLA.Immediate action will be taken to identify problems and follow up with appropriate action to fix them as quickly as possible.

2. CustomerCustomer will:

– Report defects and problems to the NTB Account Manager / Partner as soon as possible

– Assist NTB in managing the SLA

– Provide early warning of any organizational, functional or technical changes that might affect NTB’s ability to deliver the services described in the SLA

– Assist NTB in a timely manner in resolving development and test/QA incidents

Definitions

Response time:Time from submission of the issue in the NTB support system to acknowledgment sent to the customer.

Customer POC: Main point of contact at the Customer.Availability: See section 5 for detailed description and calculation

Description of Services Provided

1. Covered by the SLA

The Services covered by this SLA are services to deliver the Solution as set out in the Terms of Service and the Order Form.For the avoidance of doubt, this SLA does not cover issues, downtime, or errors due to unavailability of any external systems dependent on the Solution, or which interacts with the Solution through plugins or integrations.Data quality issues that arise because of failures within External Systems that impact upon NTB services so that the NTB service suffer issues, downtime, or errors are also not covered within the terms of this SLA. The service levels for these solutions are covered by their corresponding SLAs.

2. Scalability of Services

The Solution is built from the ground up to be scalable, flexible, and allow a high degree of architectural control. The solution is built for the cloud and is hosted in Microsoft Azure and going forward Amazon Web Services (AWS), which allows us to utilize their proven infrastructure and solutions for scalability. This includes flexible hosting on data center’s at different geographic locations with the use of CDN for effective handling of large amounts of traffic and scale, and alerts on CPU and memory use with the option to automatically scale up and out resources. For sub-second publishing of content to readers, we have developed our own websocket technology which has several fall-backs in the unlikely case connection to an end-user would fail. This includes attempting to reconnect, falling back to HTTP polling, and performing additional steps to reestablish connections to end-users to minimize the risk of content not being published. Live CenterThe Solution has successfully handled over 250 000 concurrent websocket connections, originating from across the globe, without any issues.

Issue Management Procedures

1. General

This process provides an appropriate management structure for the orderly consideration and resolution of business and operational issues in the event that quick consensus is not reached between Customer and NTB.Implementing such a process at the beginning of the implementation significantly improves the probability of successful issue resolution. It is expected that this pre-defined process will only be used on an exception basis if issues are not resolved at lower management levels.

2. Issue Management Process

a) Either Customer or NTB may raise an issue (see table below) by documenting the business or technical problem which presents a reasonably objective summary of both points of view and identifies specific points of disagreement with possible solutions. NTB will confirm within the SLA that the issue has been registered and is being worked upon

b) Customer Point of Contact (POC) and the NTB Account Manager / Partner will determine which committee or executive level should logically be involved in resolution.

c) Upon request from the Customer or NTB, a meeting or conference call will be conducted to resolve the issue in a timely manner. The documented issues will be distributed to the participants at least 24 hours prior to the discussion if the issue is not an emergency requiring immediate attention.

d) The Management teams of Customer and NTB will develop a temporary solution, if needed, to be used until a permanent solution is formulated for the problem at hand. NTB will then communicate the permanent resolution to all interested parties.

e) In the event a significant business issue is still unresolved, the arbitration procedures will consist of repetition of steps a through d until resolution of the issue is complete.

3. Escalation Procedure

Escalation should take place on an exception basis and only if successful issue resolution cannot be achieved in a reasonable time frame.

– Either Customer or NTB can initiate the procedure

– The “moving party” should promptly notify the other party that management escalation will be initiated

– Management escalation will be defined as shown in the contact map below– Escalation will be one level at a time and concurrently with Customer and NTB until issue is resolved

4. Contact Map

Each party’s contact details are set out in the applicable Order Form.

Contact Details

Technical support tickets must be reported at the NTB support portal:
https://ntbnorge.atlassian.net/servicedesk/customer/portal/120

Non-technical support tickets must be reported to NTB’s Customer Support Centre.

Telephone: + 47 22 00 32 00

Email: ntb@ntb.no

Support chat: https://www.ntb.no/about

Requests will be answered during the defined business hours of 8am to 4pm CET / CEST, Monday-Friday.

All other hours are considered outside of business hours.

Critical requests, where the service is partially disrupted or degraded, must be reported to lc.emergency@ntb.no or by phone outside of business hours.

5. Service Level Measurements & Targets

This section contains key performance indicators for the Services. This may be reviewed and revised according to the procedures detailed in Section 7, SLA Change Control.NTB uses Microsoft Azure Cloud for computing and storage of its solutions, and will move some of the services to AWS. Therefore, the availability of Live Center and Parachute is directly related to the availability of Azure’s and AWS operations. Being cloud based, the operations are affected by the geographical region usage derives from (i.e. Azure’s and AWS’s availability will depend on where users are located). By agreeing to this SLA, the Customer also agrees to the Azure Cloud and AWS generic SLAs , the benefit of which NTB shall make available to the Customer and when applicable.The following table reflects the measurements to be used to track and report performance throughout the solution delivery. The targets shown in the following table of this document are the targets used for this version of the agreement.

Availability is calculated as:

Total minutes in time period in the month – amount of downtime divided by Total minutes in time period in the month % availability = X 100

If there is any doubt about the availability of the applications, NTB will use Server logs to determine the actual number of users affected by a downtime incident. If less than 90 % of users (end users or Staff users) have access the incident will count towards that month’s availability. The procedures in this SLA will be used if there is a dispute between Customer and NTB on (a) whether or not the permanent targets have been achieved or (b) what the permanent targets should be. Downtime is defined as when the web app is offline, and not accessible for users and readers, and/or doesn’t accept any requests.

Cloud partners SLA:

azure.microsoft.com/en-us/support/legal/sla/

https://aws.amazon.com/legal/service-level-agreements/

Business hours = 8am – 4pm CET / CEST, Monday-Friday, Outside business hours = all other hours

Priority Classification:

Critical

Priority Description

The Service is completely disrupted or disrupted to the point where it is unusable.

Response Target

Live Center:

• 99% of incidents have a resource assigned within 120 minutes of the Customer or NTB identifying the incident within business hours, and 6 hours outside business hours.

The first response will be within 120 minutes if notified during business hours, and within 180 minutes if notified outside of business hours. Followed by communication updates every 180 mins or when resolved.

Parachute:

• 99% of incidents have a resource assigned within 15 minutes of the Customer or NTB identifying the incident within business hours, and 90 minutes outside business hours.

The first response will be within 30 minutes if notified during business hours, and within 90 minutes if notified outside of business hours. Followed by communication updates every 180 mins or when resolved.

The customer must report incidents through NTB’s support channels.

Resolution Target

99% of problems logged and reported are resolved within 8 hours during business hours, and within 16 hours outside business hours.

Priority Classification:

Non-Critical

Priority Description

The Service is partially disrupted or degraded.

Response Target

99% of incidents have a resource assigned within 180 minutes of the Customer or NTB identifying the incident within business hours, or by 11 am CET / CEST the following business day.

Followed by communication of relevant updates or when resolved.

The customer must report incidents through NTB’s support channel.

Resolution Target

99% of problems logged and reported are resolved within 14 days, unless otherwise is communicated.

6. Performance Credits

General

The primary intent of performance credits is to ensure that NTB performs and behaves consistently with the service levels expected and established for the Services delivered. Performance credits are not meant to be punitive. As such, a maximum level of credit is established and described below.The framework for performance credits from NTB as a result of not meeting the Service Level Targets are detailed below:A Performance Credit will be recognized as a credit on the invoice to Customer if NTB does not meet the Critical Performance targets. The credit will be applied to the next periods invoice but calculated as a monthly license scheme. It is the Customer’s responsibility to apply for the credit.

Definitions / Calculations

Performance Credit: Credits applied to Customer invoice for not meeting each of the critical performance targets.

Critical Performance Targets

The measurements defined as “Critical” in Section

Credit Calculation

Percent % of each eligible invoicing calculated on a monthly basis.

Max / Credit

The maximum monthly payment credit is 10 %

Downtime

Downtime is defined as when the web app is offline, and not accessible for users and readers, and/or doesn’t accept any requests.

7. SLA Change Control

General

It is acknowledged that this SLA may change as Customer’s business needs evolve. As such, this document also defines the following management procedures:

1. A process for negotiating changes to the SLA.

2. An issue management process for documenting and resolving particularly difficult issues.

3. A Customer and NTB management escalation process to be used in the event that an issue is not being resolved in a timely manner by the lowest possible level of management.Any changes to the levels of service provided during the term of this Agreement will be requested, documented, and negotiated in good faith by both parties.

SLA Change Process

The parties may amend this SLA by mutual agreement in accordance with this Agreement. Changes may be proposed by either party.The NTB Account Manager / Partner will maintain and distribute current copies of the SLA document as directed by the Customer POC. Additional copies of the current SLA will be available at all times to authorized parties.

Version Control

Negotiated SLA changes other than the situations described in section 7, will require changing the version control number. As appropriate, minor changes may be accumulated for periodic release (e.g. every quarter) or for release when a critical threshold of change has occurred.

8. Scheduled Maintenance Windows

There will be a need for architectural and infrastructure maintenance to ensure services are kept up to date.

In case of changes, updates, maintenance of equipment and systems, NTB has the right to stop operations within a maintenance window. This will only happen if NTB has informed the Customer with a minimum notice of 10 business days. NTB will strive to perform these changes, updates, and maintenance with the least possible impact on end users and Customer staff users. These urgent/unplanned events should be exception based and only used to ensure future operations. These events are excluded from the Service Level Measures and Targets in section 5.