Terms and conditions

Terms and Conditions

Terms and Conditions for Users of the Pitch40 Platform

These terms and conditions outline the rules and regulations for the use of Pitch40 AS's Platform, including mobile Mobile App, Website, and Web App.

1 INTERPRETATION

1.1 These Terms of Use regulate the rights and obligations between Pitch40 and the Client and are accepted and have binding eﬀect as of the Eﬀective Date. It is explicitly agreed and understood that any standard terms of the Client are waived and shall not apply between the Parties.

1.2 Pitch40 and the Client may each be referred to as a “Party” and collectively as the “Parties”.

2 DEFINITIONS

2.1 In the Agreement, the following words and expressions shall have the following meaning unless the context otherwise requires:

a) “Agreement” means the Order Form, these Terms and all other Schedules listed in the Order. In the event of conflict between the Order Form and any Schedules, the former shall prevail.

b) “Aﬃliate” means, a company which is either directly or indirectly owned or controlled by a Party, or is under the common direct or indirect ownership or control of that Party or which directly or indirectly owns or controls that Party, but only for so long as such ownership or control exists, and “control” for the purpose of this deﬁnition, shall mean direct or indirect ownership of more than 50% of the issued voting equity sharecapital.

c) “Client” means the client entity speciﬁed in the Order Form.

d) “Client Data” means the digital data, text, images, audio, video, form entries, clicks or similar content provided by the Client or its users for use with the Platform and/or Services, incl. pitch decks, prospect uses and any other information belonging to or provided by the Client acting in the role of either an Investor or Company.

e) “Company” means a Client that is seeking to raise capital through the use of the Services.

f) “Conﬁdential information” means all any and all information disclosed, furnished or communicated (whether orally or in writing, text, drawings, photographs, graphics, designs, plans or any other form whatsoever) by or on behalf of a Party to the other Party, hereunder information concerning or belonging to the disclosing Party, its properties or business, orinformation proprietary to a Third Party, including, but not limited to, ClientData, the goodwill of any business symbolised thereby, technical information, ﬁnancial data, product and service costs, prices, proﬁts and sales, client oremployee relationships and any intellectual property rights or any other conﬁdential information or proprietary aspects of the business of the disclosing Party, including any information which the receiving Party has reason to believe to be Conﬁdential Information, or which the disclosing Party treats as being Conﬁdential Information.

g) “Eﬀective Date”means the effective date specified in the Order Form, or in the absence thereof, last signature date of the relevant Order Form.

h) “Fees” means all fees for the Services as set forth in the relevant Order Form.

i) “Intellectual Property Rights”means all rights, privileges and priorities provided under applicable supranational, national, federal, state or local law, rule, regulation,statute, ordinance, order, judgement, decree, permit, franchise, licence, or other government restriction or requirement of any kind relating to intellectual property, whether registered or
unregistered, in any country, including without limitation: the Services, any copyright, copyrightable works, database rights and related items, rights indesigns, domains names, trade secrets, trademarks, service marks, domain names, rights in get-up, rights in goodwill or to sue for passing oﬀ, unfair competition rights, moral rights, inventions, software, utility certiﬁcates, utility models, patents, patent applications (including any patent that in thefuture may be issued in connection therewith and all divisions, combinations, continuations, continuations-in-part, extensions, additions, registrations, conﬁrmations, re-examinations, supplementary protection certiﬁcates, renewals or reissues thereto or thereof), rights in Conﬁdential Information (including know-how and trade secrets) and any other intellectual property right or proprietary right recognised in any country or jurisdiction in the world, whether registered or not, and whether in existence as of the Eﬀective Date or arising or recognised thereafter and all applications and registrations thereof, whether wholly or partly developed, and/or used and/or owned by a Party.

j) “Investor”means a Client that is seeking to invest in a Company through the use of the Services.

k) “Onboarding Fee”means the fee charged to either an Investor or a Company for the Services.

l) “Ontogeny” means Ontogeny Corporate Finance (Norwegian company no. 926 379 828), a financial institution operating under licence from the Norwegian Financial Supervisory Authority. Capital raised through the Services will be deposited toan Ontogeny client account. Once Ontogeny has received the entirety of the capital raised in a particular round for a Company, Ontogeny, will in turn distribute the capital to such Company.

m) “Order Form”means the Pitch40 entity ordering document that identiﬁes the speciﬁc Client and the Services ordered by the Client, which both Parties have signed.

n) “Personal Data” shall have the meaning set out in Article 4 (1) of the GDPR.

o) “Pitch40”means the Pitch40 entity speciﬁed in the Order Form.

p) “Platform”means the Pitch40 platform, which enables Investors and Companies to match, connect, invest and raise capital, incl. its underlying technology, design andother Intellectual Property Rights of Pitch40.

q) “Services” means the speciﬁed version of Pitch40’s delivery as further agreed in the Order Form, which may include the screening of Companies, access to the Platform, the facilitation of an investment opportunity between an Investor and a Company, and capital raise and settlement.

r) “Success Fee”means the fee charged by Pitch40 to a Company after the conclusion of a capital raising.

s) “Term” means the period from the Eﬀective Date and until expiry of the Agreement or the termination by either Party thereof, unless otherwise specified in the Order Form.

t) “Terms”means these Terms of Use.

u) “Third Party”means a party other than the Parties to this Agreement.

v) “Third-Party Content”means Third Party Client Data or other information belonging to or provided bya Third Party, incl. links to Third-Party websites or applications that are not under Pitch40’s control, which is made available as part of Pitch40’s Services.

3 CLIENT CO-OPERATION

3.1 The Platform is a service delivered online (also named Software as a Service) by e-mail or other interface.

3.2 The Client is obligated to limit the access to the Platform to users. Only named persons shall have access to auser account, with one person per user account. The Client shall ensure that access to user accounts entail is contingent on the use of a unique username and password, where the username is traceable to a specific and named person within Client’s organisation.

3.3 The Client is responsible for obtaining, installing and maintaining usable browser software and operating systems in order to be able to use the Platform. The Client is also responsible for establishing and maintaining connection to the internet and thus to the servers associated with the Platform.

3.4 Upon request, the Client shall, without undue delay, provide Pitch40 with a detailed account of all capital raised within the 12 months preceding the Effective Date. The Client shall otherwise and without undue delay provide all such information as Pitch40 considers necessary to provide its Services.

4 REMUNERATION

4.1 Unless otherwise stated in the Order Form, the Fees are quoted in Norwegian kroner (NOK).

4.2 All prices and charges are exclusive of any applicable value added tax or excise duties. If the Client is required to deduct or withhold any tax or duty, the Client must pay the amount deducted or withheld as required by law and pay Pitch40 an additional amount so that Pitch40 receives payment of the Fees in full as if there were no deduction or withholding. Likewise, the Company shall remain fully liable for any applicable value added tax, excise duties or public fees arising from capital raised through the Services.

4.3 All Fees are non-refundable, unless otherwise expressly agreed.

4.4 The Client acknowledges that access to the Services is contingent on the timely payment of the Onboarding Fee.

4.5 With respect to the Success Fee, the Company shall pay such fee or fees calculated as a percentage of the capital raised by the Company from an Investor facilitated through the Services, irrespective of whether the capital was raised during or after the Term. Furthermore, Pitch40 shall also be entitled to a Success Fee for any capital raised from sources other than through the Services during the Term.

4.6 Unless otherwise agreed, payment shall be made within thirty (30) calendar days of the invoice date. The time of payment shall be of the essence. Pitch40 shall bear any costs that the delivery of an electronic invoice may entail.

4.7 Pitch40 retains the right to adjust the Fees annually due to inﬂation, currency ﬂuctuations, changes inexcise duties, changes in subcontractors’ prices, increase in the retail priceindex (the main index) of Statistics Norway (with the initial reference index value being the index value for the month in which the Agreement was formed) and increased cloud costs outside of Pitch40’s control, with 30 days prior written notice. Irrespective, and in addition to the above, Pitch40’s also retains the right to increase the Fees corresponding to four (4) per cent per year after the first year of the Term. Said changes in pricing will not have retroactive eﬀect.

4.8 If the Fees is not paid within the due date, Pitch40 may suspend access to the Services and charge the Client interest at lowest of eight (8) per cent per month or the maximum legal rate permissible pursuant to applicable law. Any suspension by Pitch40 of access to the Services shall not relieve the Client of its payment obligations and Pitch40 shall not be held liable for any loss and/or damage suﬀered by the Client as a result of such suspension.

4.9 The Client shall be solely liablefor the timely payment of any registration fees or other fees incurred as aresult of its use of the Services.

5 TERM AND TERMINATION

5.1 The Agreement enters into force atthe Eﬀective Date and the Agreement shall be valid for the Term.

5.2 Upon expiry of the Term, the Agreement will automatically renew for a succeeding term of twelve (12) months, unless the Agreement is terminated in writing by either party with at leastninety (90) days
written notice prior to the renewal date or if otherwise agreed in the Order Form.

5.3 Each Investor commits to making atleast one (1) investment in a Company within each 12-month period from the Effective Date. If an Investor fails to make an investment within any such 12-month period, Pitch40 reserves the right ot suspend the Investor’s access to the Services with 30 days written notice and without liability therefor, unless the Investor makes an investment within this notice period.

6 CLIENT DATA

6.1 The Client shall retain all rights to the Client Data.

6.2 By entering into the Agreement, the Client grants to Pitch40 a non-exclusive right to use, reproduce, edit and authorise others to use, reproduce and edit the Client Data.

6.3 Pitch40’s right of use is strictly limited to the use reasonably considered necessary for providing access to the Services and otherwise to fulfil the obligations of the Agreement and/or exercise the rights therein.

6.4 Upon the expiry of the Term, the Client will not have access to the Services and Pitch40 will permanently delete and destroy the Client Data unless otherwise required by law. The Client is solely responsible for ensuring that it has the necessary backups of the Client Data that it desires to retain when the Agreement is terminated.

6.5 The Client acknowledges that Pitch40 cannot guarantee the security of the Internet and the possibility of interception or corruption of Client Data transmitted from the Client to Pitch40.

6.6 Nothing contained in the Agreement shall restrict Pitch40’s right to collect, use, anonymise and analyse Client Data, statistics and other non-personal information relating to the provision, useand performance of various aspects of the Services for product improvement purposes only.

7 INTELLECTUAL PROPERTYRIGHTS

7.1 Each Party shall retain ownership of any Intellectual Property Rights that it has developed (including rights that have been developed on behalf of the Party), or that it independently develops (or is developed on its behalf).

7.2 Except as prescribed in the Agreement, neither Party grants to the other by implication, estoppels nor otherwise any right, title, licence, interest or other ownership rights in anyof its Intellectual Property Rights or Conﬁdential Information owned or controlled by the disclosing Party. Any rights not expressly granted or assigned herein are reserved by Pitch40.

7.3 Subject to timely payment and adherence to the Terms, Pitch40 grants to the Client a non-exclusive, non-assignable, non-transferable, non-sublicensable, revocable and limited right to use the Services. The Client’s right of use is strictly limited to the use reasonably considered necessary for obtaining reasonable use of the Services.

7.4 The Client shall not remove, delete, amend, augment, reverse engineer, decompile, or disassemble the Servicesor attempt to discoverits code and/or underlying structure, ideas or algorithms, nor rent, loan, lease, sell or otherwise transfer to or permit use by any Third Party or otherwise create or facilitate other products or services that are derived of the Services.

7.5 Neither Party shall remove or otherwise alter any of the other Party’s trademarks, logos, copyrights,

notices or other proprietary notices or indicia, if any, ﬁxed or attached to Conﬁdential Information, Intellectual Property Rights or any parts thereof.

7.6 Pitch40 encourages suggestions, recommendations, improvement or enhancement requests or other feedback regarding the Services, including ideas for new promotions, products, technologies, concepts, know-how, techniques or processes. For the sake of avoiding any potential misunderstandings or disputes regarding ownership of such content matter, the Client acknowledges that Pitch40 will own all such content matter and hereby makes and/or undertakes to make all assignments and take all reasonable acts necessary to accomplish the foregoing assignment to and ownership by Pitch40.

7.7 In the event that any Intellectual Property Rights (including without limitation results of inventions, designs, discoveries, improvements, concepts, techniques, processes and know-how, whether or not patentable) arises or is created during the Term or as a result of the Client’s use of the Services under the same, whether by Pitch40 or the Client individually or jointly, it is hereby acknowledged and agreed that all such Intellectual Property Rights, the right to file applications for the protection thereof (including without limitation applications for patent, utility model, design patent, registered design and copyright) in any country, and all Intellectual Property Rights and other rights arising therefrom, shall be the sole and absolute property, in equity and law, of Pitch40.

7.8 The Client shall promptly notify Pitch40 of the creation of any and all Intellectual Property Rights described in Clause 7.7 promptly following its coming into existence and shall provide full details of same to Pitch40. Such details shall include all information including know-how necessary to adequately protect the Intellectual Property Rights. The Client shall provide such assistance, and undertake such acts, as reasonably requested by Pitch40 in order to ensure that full title to all Intellectual Property Rights vests in Pitch40. Pitch40 shall bear full and soleresponsibility (including costs) for the filing, prosecution and maintenance ofapplications for the protection of such Intellectual Property Rights.

7.9 A Party shall immediately informthe other of an infringement or suspected infringement of the Agreement or the Party’s Intellectual Property Rights. The rights holding Party shall not be obliged to defend its rights. If, however, such Party decides to defend itsrights the other Party shall, without any additional cost and at the request ofthe rights holding Party, give reasonable assistance for the purpose of contesting any claim or demand made or action brought against a Party.

8 CONFIDENTIALITY

8.1 The Parties agree to keep and procure to be kept strictly conﬁdential all Conﬁdential Information. Furthermore, Conﬁdential Information shall not be used by the Parties for any purpose other than fulﬁlling its obligations under and complying with the Agreement.

8.2 Each Party agrees that it shalluse at least the same degree of diligence to protect the Confidential Information as it uses to protect its own confidential and sensitive information (being no less than a reasonable level of diligence).

8.3 The Parties shall only reveal Conﬁdential Information to employees, accountants, attorneys, advisors, andagents providing advice, counsel, or representation, or other persons engaged to whom disclosure is necessary for them to perform their duties for the purpose of the Agreement, provided that they are subject to a substantially similar duty of conﬁdentiality. Notwithstanding the foregoing, Pitch40’s employees will not sign non-disclosure agreements with a Client.

8.4 The term “Conﬁdential Information” shall not include any information which a Party can demonstrate by way ofwritten records is:

a) Not unique to the disclosing Party and is known to the receiving Party prior to the date of the Agreement, as evidenced by documentary evidence.

b) Generally known or becomes generally known other than through disclosure of Conﬁdential Information by the receiving Party.

c) Disclosed to the receiving Party by a Third Party lawfully in possession thereof and without restriction on disclosure, as evidenced by documentary evidence.

d) Independently developed by thereceiving Party without breach of this Agreement, as evidenced by documentaryevidence.

e) Required to be disclosed by law orregulation or by proper order of a court of applicable jurisdiction, providedthat, to the extent permitted by applicable law, the receiving Party:

i. provides the disclosing Party with prior written notice;

ii. use commercially reasonable efforts to allow the disclosing Party to challenge or contest the disclosure or seek a protective order; and

iii. limits disclosure to what is strictly necessary to comply with its legal obligations.

8.5 At the expiry of the Agreement or at a Party’s request, the other Party shall promptly and within ten (10) business days return all documents and other embodiments of Conﬁdential Information and all related materials and notes to disclosing Party and erase all electronic embodiments of Conﬁdential Information and certify destruction thereof and make no further use of the Conﬁdential Information thus received.

8.6 Each Party shall immediately inform the other of an infringement or suspected infringement of this Clause.

9 PERSONAL DATA

9.1 Each Party will be acting as a separate data controller in respect of the Personal Data processed under the Agreement. To that end, each Party shall:

a) Ensure that the relevant data subjects have been provided with all necessary information.

b) Ensure that it has a lawful basis to transfer the personal data to the other Party.

c) Without undue delay notify theother Party of any complaint, notice or communication from a Third Party, unless prohibited by law.

d) Refrain from responding to any complaint, notice or communication from a Third Party without first notifying and consulting the other Party as to an appropriate course of action, save as required to do so by law.

e) Provide reasonable co-operationand assistance to enable the other Party to handle a request, complaint or communication from a Third Party in accordance with applicable law.

10 PUBLICITY

10.1 Notwithstanding anything to the contrary, Pitch40 may use the Client Data, the specific Services provided to a Client as well as the name and logo of the same, during or after the expiry or termination of the Agreement.

10.2 Neither Party shall, at any time during the Term of the Agreement and thereafter, make statements or representations, or otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take any action which may, directly or indirectly, disparage the other Party. Notwithstanding the foregoing, nothing in the Agreement shall preclude a Party from making truthful statements that are required by applicable law, regulation or legal process.

11 LIMITED WARRANTY

11.1 Each Party warrants that it…

a) has the full power and authority to enter into the Agreement and perform its obligations hereunder.

b) The Agreement is a legal and valid obligation binding upon it and enforceable according to its terms.

c) Its performance of the Agreement will not violate any agreement or obligation between it and a Third Party.

d) It will comply with all applicable laws, statutes and regulations applicable to its activities and performance under the Agreement.

12 DISCLAIMER

12.1 Pitch40 co-operates with and operates under the licence of Ontogeny. The Client acknowledges that Ontogeny is not a party to the Agreement and that, to the fullest extent permissible pursuant to applicable law, the Client shall indemnify Ontogeny against any costs, claims, expenses (including reasonable legal costs), damages, liabilities, ﬁnes, actions, and proceedings arising out of the Client’s use of the Services, in accordance with the conditions in clause 14.

12.2 The Services are provided "as is" and to the fullest extent permissible pursuant to applicable law and notwithstanding any conditions, warranties, express or implied by statute, common law, law of equity or otherwise save for the Agreement, Pitch40 makes no representations orwarranties, expressed or implied, and hereby disclaims and negates all other warranties including, without limitation, implied warranties or conditions of usefulness, timeliness, reliability, completeness, accuracy, adequacy, merchantability, ﬁtness for a particular purpose or likely results of the useof the Services and/or the Third-Party Content available thereon.

12.3 While Pitch40 will aim to provide the Client with uninterrupted use of the Services, Pitch40 does not warrant that the use of the Services will be uninterrupted or secure.

12.4 Pitch40 will continuously and at its sole discretion change and update the functionality, methods and processes ofthe Services, including modifying or removing features that Pitch40 considers necessary to generallydeliver the best possible service to its clients. It is Pitch40 who at all times determines which features meet this requirement, as long as the changes do not deprive the Client of material functions. Such changes do not imply any restrictions or changes in the Client’s obligations to Pitch40, nor does it entitle the Client to any remedies for breach of contract. Pitch40 will endeavour to notify the Client of any material changes.

13 THIRD-PARTY CONTENT

13.1 The Services will contain various Third-Party Content, incl. links to Third-Party websites or applications thatare not under Pitch40’s control. By using the Services and engaging with such Third-Party Content, the Client may also agree to any applicable terms of use, licences or privacy policies thereof.

13.2 Pitch40 does not and cannot review all Third-Party Content and it is not in any manner responsible for and do not monitor such content for accuracy or reliability.

13.3 The Client acknowledges that by providing the Client with access to the Services, Pitch40 is merely acting as apassive conduit for distribution of any Third-Party Content available thereon and the Client expressly relieve Pitch40 from any and all liability arising from its use of any such content. In particular, the Client acknowledges that Pitch40 does not provide professional investment advice, nor does it provide investment recommendations for the purchase of any asset. The Client should consult their own professional legal, investment, tax, and accounting advice to determine any investment's suitability and the Client alone is responsible for evaluating the merits and risks, the potential benefits, and the possible consequences of actions connected with the reliance of any Third-Party Content available through the Services.

14 INDEMNIFICATION

14.1 Pitch40 shall indemnify and hold the Client harmless from and against all losses, expenses, costs, claims (including reasonable legal fees), damages, liabilities, ﬁnes, actions, and proceedings brought against the Client by any Third Party arising out of Pitch40 infringement of the intellectual property rights of any such Third Party.

14.2 Pitch40 shall have no obligations under Clause 14.1 to the extent any claim is based on:

a) The combination or use of the Services with third party products not provided by Pitch40, where the Services would nototherwise itself be infringing.

b) The Client’s use of the Services inviolation of the Agreement or applicable law.

c) Use of the Services after Pitch40 notiﬁes the Client to discontinue such use.

d) Any claim regarding Client Data.

e) Modiﬁcations of the Services made other than by Pitch40 (where the claim would not have arisen but for such modiﬁcation).

14.3 If the Services is held to infringe the rights of others, Pitch40 will, at its own expense and in its sole discretion, use commercially reasonable eﬀorts either:

a) to procure a licence that will protect the Client against such claim without cost to the Client;

b) to replace the Services or parts thereof with non-infringing services; or

c) if (a) and (b) are not commercially feasible, terminate the Agreement with immediate effect and provide a refund of the Onboarding Fee.

14.4 The Client shall indemnify Pitch40 against any costs, claims, expenses (including reasonable legal costs), damages, liabilities, ﬁnes, actions, and proceedings arising out of:

a) the content matter of the Client Data;

b) the Client’s provision of incomplete documentation or information, or failure to provide such documentation or information at all or in a timely manner; or

c) the Client’s breach or misuse of Pitch40’s Intellectual Property Rights or the intellectual property rights of any ThirdParty.

14.5 In the event a claim is commenced against an indemniﬁed Party, the indemniﬁed Party shall (i) inform the indemnifying Party of such claim and continue to provide the indemnifying Party with all reasonable necessary assistance and information relating thereto, and shall take all necessary action to mitigate its damages with respect thereto; and (ii) give full power and authority to the indemnifying Party to respond to, conduct any negotiation regarding and control the defence of, any action regarding such claim on behalf of and in the name of the indemnifying Party or itself. The indemnifying shall be responsible for engaging counsel for such defence and shall bear the costs and expenses of the same (for the avoidance of doubt, the indemniﬁed Party shall pay the costs and expenses of any separate counsel it elects to engage).

14.6 The indemniﬁed Party shall not agree to any settlement, nor make any admission or take, or fail to take anyaction, in each case, where such admission, action or failure to act couldreasonably be expected to prejudice the defence of a Third-Party claim.

14.7 Subject to adherence to Clause 14.2,14.5 and 14.6, the indemnifying Party shall defend the Third-Party claim and reimburse the indemniﬁed Party for all reasonable costs incurred by the indemniﬁed Party in complying with this clause and any damages payable by the indemniﬁed Party pursuant to a ﬁnal and enforceable court decision or a settlement agreed to by the indemnifying Party with respect to the relevant claim.

15 BREACH

15.1 Each Party shall provide all such information, data, documentation and equipment as may be reasonably required by the other Party to enable the other Party to meet its obligations under the Agreement.

15.2 If the Services cannot be delivered as agreed, Pitch40 shall give the Client written notice thereof as soon as possible. The notice shall specify the reason for the problem and, insofar as it is possible, when performance of the Services can take place.

15.3 The Parties has the right to rectify breaches of Agreement if such rectiﬁcation can be performed without material disadvantage to the other Party.

15.4 In the event of a material breach, the other Party
may terminate the Agreement subject to 30 days
written notice, detailing the nature of the breach and stating that the Agreement will be terminated unless the breach is remedied within thirty (30) days.

16 LIABILITY

16.1 Neither Party will be liable to the other for loss of proﬁts or for any special, indirect, incidental, reliance, exemplary, punitive or consequential damages, including without limitation, damages for loss of business proﬁts, loss of goodwill, business interruption, loss of business information and/or data, howsoever caused and whether arising under contract, tort (including liability for negligence or breach of statutory duty), negligence, or other theory of liability arising out of the Agreement orout of the use of or inability to use the Services, even if such Party, or itsemployees, oﬃcers, directors, board members, agents or Aﬃliates have beenadvised of the possibility of such damages.

16.2 Neither Party’s liability for damages, whether resulting from contract or tort (including liability for negligence or breach of statutory duty) or otherwise, shall exceed the aggregated Fees (excl. VAT) invoiced by Pitch40 during the Term of the Agreement.

16.3 The limitations contained in this clause shall not apply to violations of Clause 7 and 8, the indemnifications in Clause 12 and 14, or where a Party has acted fraudulently, grossly negligent or with wilful intent.

16.4 In no event shall a Party’s directors, officers, board members or employees have any liability under the Agreement for any losses, expenses, costs, claims, damages, liabilities, ﬁnes, actions, and proceedings, howsoever caused and whether arising under contract, tort (including liability for negligence or breach of statutory duty), negligence, or other theory of liability arising out of the Agreement or out of the use of or inability to use the Services, even if these directors, officers, board members or employees have been advised of the possibility of suchliability.

16.5 Unless otherwise prescribed by law, any claim or cause of action a Party may have with respect to the other Party must be notified within three (3) months after the Party became aware orshould have become aware of the claim or cause of action, save that no such notice requirement shall apply with respect to claims regarding the payment of Fees.

16.6 The rights and obligations agreed herein reflect the Parties’ allocation of risk and the limitation of liability arising therefrom.

17 NOTICES

17.1 Any invoice, correspondence and notice required to be given under the Agreement shall be in writing and in Norwegian, Danish, Swedish or English and may be given by email addressed to that Party at the address set out in the Order Form. Notice given by e-mail transmission shall be deemed to be served immediately provided that, in the case of a notice by email, the sender has received conﬁrmation of successful transmission.

18 COMPLIANCE WITH LAWS

18.1 The Client is solely responsible for compliance with its own legal requirements, and for determining whether itcan utilise the Platform in accordance with applicable law.

18.2 The Client warrants that incarrying out its obligations under the Agreement it will not breach applicable law or do or omit to do anything that might cause Pitch40 to be in breach of the same.

19 ASSIGNMENT

19.1 The Client may not assign orotherwise transfer in whole or in part, voluntarily or involuntarily, or by operation of law, the Agreement or the duties or rights therein, without theprior written approval of Pitch40, which shall not be unreasonably withheld. Any assignment by the Client without such approval shall be deemed to constitute a violation of the Agreement, and its content shall be void.

19.2 Pitch40 may transfer its rights and duties under the Agreement to a Third Party if the assigned party, at the time of the assignment, is ﬁnancially and technically capable of performing the obligations of Pitch40 under the Agreement, and that the assigned party expressly assumes and agrees to perform such aforementioned obligations.

20 FORCE MAJEURE

20.1 Except for the obligation to make payments, the non-performance of either Party’s obligations shall be excused to the extent such performance is prevented by unforeseen circumstances beyond the Parties’ control. In the event of a force majeure event, the Parties’ obligations will be suspended for the duration of the event contingent on the Party claiming Force Majeure notifying the other Party without undue delayafter having been made aware of the event.

20.2 Each Party may terminate the Agreement if a substantial part of the other Party’s performance is prevented for more than 60 days. In the event of such termination, the Client shall pay the agreed price for the part of the Services that was contractually delivered before the termination of the Agreement.

21 MISCELLANEOUS

21.1 Pitch40 may change these Terms with two weeks’ notice placed by email. The change will take eﬀect from the expiry of the notice period. If the Client does not accept the change, the Client shall be entitled, within seven (7) calendar days from the date the email was sent, provided that the changes have a material adverse eﬀect on the Client, to terminate the Agreement with immediate eﬀect. Where the Agreement is not terminated by the Client within the aforementioned time, the Client shall be deemed to have accepted the new terms and conditions of the Agreement.

21.2 If any provision of the Agreementis held by court of competent jurisdiction or other competent authority to bevoid, voidable or unenforceable in whole or in part, the validity of the other provisions of the Agreement and the remainder of the provision in question shall not be aﬀected. The provision being rendered void, voidable or unenforceable shall be interpreted or replaced by a provision aiming to achieve the purpose of the original provision.

21.3 The Agreement constitutes the entire understanding between the Parties regarding the subject matter hereof and supersedes all prior or contemporaneous proposals, understandings, representations, warranties, covenants, and any other communications (whether written or oral) between the Parties relating thereto and is binding upon theParties and their permitted successors and assigns.

21.4 Nothing contained in the Agreement is intended or
shall be construed to confer upon any Third Party any rights, beneﬁts or remedies of any kind or character whatsoever, or to create any obligation of a Party to any such person.

21.5 No failure or delay by a Party in exercising any right, power or privilege under the Agreement, and no course of dealing between the Parties hereto, will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege under the Agreement.

21.6 Nothing herein contained shall constitute a partnership between or joint venture by the Parties hereto or constitute any Party the agent of the other.

21.7 Those clauses of the Agreement which based on their nature are meant to survive the expiration or terminationof the Agreement, shall survive such expiration or termination. This includes, without limitation, all terms of the Agreement pertaining to Intellectual Property Rights or terms requiring the Client to pay any Fees for the Services provided prior to the time of expiration or termination and all other provisions of the Agreement that by their nature are intended to survive the expiration or termination of the Agreement.

21.8 The Agreement shall be construedin accordance with and governed by the laws of Norway, without regard to its choice of law principles. Any dispute, controversy or claim arising out of orin connection with the Agreement, or the breach, termination or invalidity thereof shall be brought before Oslo District Court as the agreed venue, unless otherwise speciﬁed in the Order Form and except that Pitch40 may, at its own option, bring suit for collection in the country where the Client is located.

22 ELECTRONIC SIGNATURE

22.1 If agreed in the Order Form, the Agreement can be signed by electronic signature. Each Party agrees that the electronic signatures of the Parties in the digital contract solution used to enter into the Order Form are intended to authenticate this in writing and to have the same force and eﬀect as manual signatures of such Party and shall be eﬀective to bind such Party to the Agreement.

22.2 The Parties agree that an Order Form entered into through digital contract solutions shall be deemed: (a) to be ”written” or ”in writing”; (b) to have been signed, and (c) to constitute arecord established and maintained in the ordinary course of business and an original written record when printed from electronic ﬁles. Neither Party shall contest the admissibility of true and accurate copies of an Order Form signed with a digital contract solution based on the best evidence rule or as not satisfying the business records exception to the hearsay rule.

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