Terms of Service and Conditions

PIQL CLIENT AGREEMENT

for the procurement of PIQL Services

This client agreement (the “Agreement”) is effective as of the Effective Date and is entered into by and between:

Piql AS, with registration number 984 359 403, maintaining its principal place of business at Grønland 56, 3045 Drammen, NORWAY,

hereinafter referred to as “Piql”;

and

[CLIENT company name], with registration number [registration number], maintaining its principal place of business at [street, postal code, city, country],

hereinafter referred to as “Client”.

Piql and Client are collectively referred to as the “Parties” and individually as a “Party”.

DEFINITIONS
GENERAL PROVISIONS
SERVICE SPECIFIC TERMS – PIQLCONNECT
SERVICE SPECIFIC TERMS DATA STORAGE SERVICES
SERVICE SPECIFIC TERMS FOR ASSISTANCE AND CONSULTING SERVICES.
SERVICE SPECIFIC TERMS – DIGITALIZATION SERVICES
CLIENT REPRESENTATIONS AND OBLIGATIONS
PAYMENT, PAYMENT DEFAULT
TERM, RENEWAL AND TERMINATION
INTELLECTUAL PROPERTY RIGHTS
CONFIDENTIALITY
PERSONAL DATA.
LIMITATION OF LIABILITY
FORCE MAJEURE
MISCELLANEOUS
CHOICE OF LAW AND CHOICE OF JURISDICTION

Appendices:

Appendix 1: Initial Order. Initial Order is set out in the receipt received by Customer after ordering and constitutes Appendix 1.

Appendix 2: Service Level Agreement (SLA)

Appendix 3: Data Processing Agreement (DPA)

WHEREAS

A) Piql is a technology and service company that offers various products and services related to digitalization, storage and protection of sensitive and critical data and information against digital and physical threats;

B) Client wishes to procure products and/or services from Piql on the following terms and conditions.

THE PARTIES AGREE AS FOLLOWS:

DEFINITIONS

In addition to other terms defined in this Agreement, the following terms shall have the meanings set out in this section.

1.1 Affiliate(s) – designates, towards one or the other Party, companies placed directly or indirectly under the same superior direction, and any company holding, at any time during the term of this Agreement, a majority in these companies, either by owning a majority of the shares combined with voting rights or by exercising control in another way than by owning shares in the concerned controlled companies.

1.2 Client Main User – the person(s) designated by Client to act on behalf of Client, including register a personal user account with Piql in relation to Piql Connect to access the Services and to allow the registration of further Client Users.

1.3 Client User the person(s) designated by Client to register a personal user account with Piql in relation to Piql Connect to access the Services;

1.4 Digitalization Services , a services entailing transforming analogue information (e.g. paper documents, books, large formats (e.g. maps), audio-visual content, microfilm as well as physical objects into high value digital information (including 3D models), that in turn will facilitate more widely access and use of the information.

1.5 Digital Transformation Services, services transforming digital information into high value digital assets through e.g. extraction and generation of metadata and indexing information (by using Optical Character Recognition (OCR), Artificial Intelligence and Machine Learning) as well as through Crowd Sourcing.

1.6 Data Storage Services – the services related to store, protect, archive and preserve data and information in any “shape and form” (i.e. any kind of file format), i.e. that both can be digitally born as well as digitised from e.g. any physical media or assets.

1.7 Insolvency – an admission in writing of the inability to pay debts as they mature; making a general assignment for the benefit of creditors; suffering or permitting the appointment of a trustee or receiver for all or any of its assets, unless such appointment is vacated or dismissed within 60 days from the date of appointment; filing (or having filed) any petition as a debtor under any provision of law relating to insolvency, unless such petition and all related proceedings are dismissed within 60 days of such filing; being adjudicated insolvent or bankrupt; having wound up or liquidated; or ceasing to carry on business.

1.8 Piql Services – all services provided by Piql to the Client under this Agreement which may include Consulting Services, Digitalization Services and Data Storage Services.

1.9 piqlConnect – a cloud-based application that offers both on-line and offline Data Storage Services, data preparation and access to information and future retrieval of data from the offline storage, all through an online interface. Infrastructure and applications run on Microsoft Azure.

1.10 piqlFilm– a secure and WORM (write once read many) digital storage medium, where data is stored as nano-resolution QR code as binary data. piqlFilm is exceptionally stable and tested to last for centuries. It is self-contained, including all information required to retrieve the data, recreate the technology, and understand the data in the future.

1.11 piqlVault– Securely located vaults operated by Piql that serve as secure storage locations for piqlFilm (stored in a dedicated PiqlBox), including the AWA vault.

1.12 AWA– refers to the Arctic World Archive (Piql), a premium and exclusive PiqlVault located inside a decommissioned military underground facility in Svalbard, Norway. The AWA shall in particular preserve cultural heritage and memory for the benefit of future generations. Storage of confidential or personal data in the AWA vault is not recommended.

2. GENERAL PROVISIONS

2.1 The scope and duration of the Piql Services procured by the Client is defined in Appendix 1 (the “Initial Order”). The Client may at any time request changes by placing new orders with a changed scope (“Order”) unless bound by a term stipulated in this Agreement, in the Initial Order, or another Order. Such newer Order shall supplement or replace the Initial Order as Appendix 1.

2.2 All Orders are subject to the terms of this Agreement.

2.3 The term for the Piql Service ordered by Client is specified in the Order.

2.4 The Provision of Piql Services requires that Client, through its Client, through its Client Main User, register and creates a piqlConnect account with Piql. Client shall ensure that only authorized users (Client Main User and Client Users) access and use the Piql Services.

2.5 Client is responsible for all Client Main Users and Client Users designated by Client Main User to access the Piql Services, including but not limited to, ensuring that Client User accounts are deleted when a Client User is no longer employed or otherwise no longer authorized by Client to use the Piql Services.

2.6 Client will control access to and use of Piql Services by Client Users (including the protection of log-in details with Piql for such Client Users) and shall ensure that Client User’s use of piqlConnect is in compliance with this agreement as well as all relevant laws and regulations.

2.7 Client shall ensure that each Client Main User and each Client User keeps their login credentials confidential and shall immediately notify Piql if it becomes aware of any unauthorized access to any Client Main and Client User login credentials or other unauthorized access to or use of the Piql Services.

3. SERVICE SPECIFIC TERMS – PIQL CONNECT

3.1 For the term stipulated in the Initial Order, Piql grants Client a non-exclusive and limited license for the use of piqlConnect for the number of Client Users as indicated in the Order. This license shall only include Client’s own use of PiqlConnect for business purposes. This license is non-transferable, except as expressly permitted under this Agreement or applicable law.

3.2 At the Client’s request, Piql will grant the license described in Clause 3.1to the Clients’ Affiliates, unless specifically excluded in the Order. Client will remain responsible for all obligations under this Agreement and shall ensure its Affiliates’ compliance with the terms of this Agreement. Affiliates do not have the right to enforce this Agreement against Piql.

3.3 Client grants Piql a worldwide, royalty-free, non-exclusive, revocable license to use its data for the purpose of providing the Piql Services in accordance with this Agreement. For the avoidance of doubt, this license shall only enable Piql to access, use and modify Client’s data to the extent necessary to provide the Piql Services (as for example digitisation, transfer, storage, and or retrieval of Client data).

3.4 Piql reserves all rights not expressly granted in this Agreement.

3.5 piqlConnect will substantially conform to the piqlConnect documentation as made available on support.piql.com Piql reserves the right to update the piqlConnect documentation as pertinent, but shall inform the Client of changes of the piqlConnect documentation that are relevant to Client’s use of Piql’s Services.

3.6 To the best of its knowledge, piqlConnect does not infringe or violate any third-party patent, copyright, trademark, trade secret, or other intellectual property right.

3.7 To the best of its knowledge, piqlConnect does not contain viruses or other malicious code that may degrade or infect any products, services, software, or Client’s network or systems.

3.8 piqlConnect will be provided in accordance with the Service Level Agreement (“SLA”) attached as Appendix 2.

3.9 Piql will not claim ownership of the data that Client uses on piqlConnect, unless such data is originating from Piql and/or licensed by Piql to Client.

4. SERVICE SPECIFIC TERMS DATA STORAGE SERVICES

4.1 Data storage is offered through the piqlConnect, and Arctic World Archive (AWA) online software platforms, where data can be stored online (for instant access), in Piql Frozen Cloud (for delayed access) and on the offline and off-grid storage medium, piqlFilm (that is protected in a dedicated piqlBox).

4.2 Specific terms for piqlFilm:

4.2.1 Client may choose whether its data shall be stored on a piqlFilm that is shared between multiple of Piql’s customers (storage as “Shared”), or whether its data shall be stored on a PiqlFilm that only includes Client’s data (storage as “Dedicated”). For the avoidance of doubt, storage as Shared does not imply that anybody but Client gains access to the data.

4.2.2 Piql will retain ownership of the Shared piqlFilm.

4.2.3 Dedicated piqlFilm shall be collected by Client at Piql’s premises or alternatively shipped to an address chosen by Client. For shipment, Incoterms EXW shall apply.

4.2.4 Unless the Parties agree otherwise in writing, ownership of a Dedicated piqlFilm shall transfer to Client upon delivery.

4.3 Specific terms for piqlVault:

4.3.1 Piql or its subcontractor(s) will keep the Client’s preserved data in a secure and environmentally controlled vault.

4.3.2 Piql is responsible for the maintenance of the piqlFilm inside the vault.

4.3.3 Piql shall retrieveClient’s preserved data on request according to the policies defined under the SLA. For Client’s data stored on Dedicated piqlFilm, retrevial may entail returning such Dedicated piqlFilm to Client. Such data retrieval may involve additional costs to Client.

4.3.4 Client is responsible for maintaining a copy or back-up of data stored in piqlVault.

4.4 Specific terms for AWA

4.4.1 AWA is a vault operated by Store Norske Gruve 3 (“SNG3”), who are responsible for physical security, maintenance, and operation of AWA. SNG3 provides insurance in the mine, including insurance for personal injury. The mine as a construction is not insured, and Piql is under no obligation to furnish such insurance. Piql has a rental agreement with SNG3 for the purpose of offline data storage for its clients.

4.4.2 Piql undertakes to keep Client’s data in an environmentally controlled location which holds ISO 18911 conditions.

4.4.3 Piql undertakes to equip AWA with a piqlReader to enable Client to retrieve its data from AWA.

4.4.4 Should it no longer be possible to maintain appropriate conditions in AWA, regardless for which reason, Piql may change the location of Client’s data to another piqlVault at its own cost.

4.4.5 Client understands AWA’s purpose to preserve cultural heritage and acknowledges that storing confidential or personal data in the AWA vault is not recommended by Piql.

4.4.6 Client is responsible for maintaining a copy or back-up of data stored in AWA.

5. SERVICE SPECIFIC TERMS FOR ASSISTANCE AND CONSULTING SERVICES

5.1 Piql shall provide the assistance and consulting services as set out in Client’s Order.

5.2 Piql shall also assist in other activities reasonably requested by Client subject to the pricing and provisions laid out in this Agreement and the Order. If such other activities may impact the progress schedule, Piql is to indicate this in writing and the Parties shall jointly amend the progress schedule.

5.3 Piql shall provide assistance in accordance with this Agreement, in a sound professional manner and in accordance with recognised methods and standards. Piql shall cooperate with integrity and safeguard the interests of Client. Enquiries from Client shall be answered without undue delay.

5.4 Client shall contribute loyally to the execution of the assistance. Client shall, without undue delay, report any matters that Client understands or should understand may have an impact on the implementation of the assistance, including any anticipated delays. Any enquiries from Piql shall be answered without undue delay.

5.5 In the event of termination of the consulting services and/or this entire Agreement prior to the conclusion of the assistance, Client shall pay (i) the amount owed to Piql for completed work, (ii) Piql’s documented costs incurred in connection with the redistribution of personnel and (iii) other direct costs incurred by Piql as a result of the termination. Client shall only pay the amount owed to Piql for completed work (i) if Client terminates due to Piql’s material breach of this Agreement (ref Clause 9.3).

5.6 Subject to a written notice period of no less than 5 (five) days, Client may demand the temporary suspension of the assistance. The notification shall specify when the assistance must be suspended and when it is scheduled to resume. Client shall compensate Piql for direct costs incurred by Piql in connection with the suspension.

6. SERVICE SPECIFIC TERMS – DIGITALIZATION SERVICES

7. CLIENT REPRESENTATIONS AND OBLIGATIONS

7.1 Client will comply with all laws and regulations applicable to its use of Piql Services

7.2 Client shall be solely responsible for all data that Piql stores or processes in any way on behalf of Client under this Agreement.

7.3 Client shall ensure that it has all rights, licenses and necessary consents to the data that Client use of the Piql Services in relation to such data. For any personal data as defined in the European General Data Protection Regulation (“EU GDPR”), Client shall especially have informed the data subject(s) that deletion of data is not technically possible without destroying the piqlFilm.

7.4 Client shall ensure that no personal data as defined in the EU GDPR is written on Shared piqlFilm. For the avoidance of doubt, Piql has no duty to screen the provided data for personal data before writing it to piqlFilm. If Client fails in this duty and a data subject lawfully requests deletion of data stored on Shared piqlFilm, Client shall indemnify Piql for any and all costs and damages incurred as a result of complying with the lawful deletion request.

7.5 Client shall ensure that its use of Piql Services does not infringe upon the rights of any third party.

8. PAYMENT, PAYMENT DEFAULT

8.1 All payments and fees under this Agreement shall be paid in the currency, means of payment (card, invoice) set out in the Order and in accordance with the payment terms set forth in this Agreement.

8.2 Pricing and payment terms for a given Order are set forth in the Order. All prices are exclusive VAT and all other direct and indirect taxes or charges.

8.3 For orders spanning several years, Piql may adjust prices once a year. Changes take effect on January 1st of the subsequent year.

8.4 Unless otherwise agreed in the Order, all payments made by way of invoice and fees are due 14 days from the date of the invoice.

8.5 If the Client fails to make timely payment, Piql may temporarily suspend the use of piqlConnect by de-activating the Client account after providing prior notice. Suspension will only be enacted to the extent necessary. A suspension will apply to all Client Users. A suspended Client account may be re-activated in accordance with clause 9.5.2.

9. TERM, RENEWAL AND TERMINATION

9.1 The term of this Piql Services is set out in the Order.

9.2 Unless terminated on written notice at least one (1) month before the end of the current term, the term of the Storage Services shall automatically renew for twelve (12) months.

9.3 Notwithstanding other remedies, either Party may terminate this Agreement immediately on written notice if (i) the other Party materially breaches this Agreement and fails to cure the breach within 30 days after receipt of notice of the breach; or (ii) in case of Insolvency (“Termination for Cause”).

9.4 Upon Termination for Cause, the following will apply:

All licenses granted under this Agreement will terminate immediately.
All amounts due under any unpaid invoice will become due and payable immediately.
If Client terminates, Client will receive a credit for any subscription fees paid in advance.

9.5 Upon termination of this Agreement the following shall apply:

9.5.1 Piql may retain Client’s data on Shared piqlFilm. Piql may destroy the piqlFilm containing Client’s data, but is not obliged to do so. Client may order the destruction of its data stored on Shared piqlFilm only under the condition that Client in advance pays all costs for both the destruction of the Shared piqlFilm and the creation of a new Shared piqlFilm for Piql’s other Clients.

9.5.2 In case a piql Connect account has been terminated, but Client Data is still stored on a Shared piqlFilm, Client may retrieve such data by re-activating a user account with Piql for with a duration of the minimum duration in force from time to time. In addition, data retrevial from a re-activated Client account may be subject to a reactivation fee.

9.6 Client shall collect all Dedicated piqlFilm(s) stored in a piqlVault within 30 days from when the notice of termination was sent. Upon request from the Client, Piql will organise shipment of the physical storage mediums to the address specified by Client at Client’s cost and risk.

9.7 The terms of this Agreement that may require performance or adherence subsequent to termination shall survive termination, including indemnifications.

10. INTELLECTUAL PROPERTY RIGHTS

10.1 Each Party shall retain all rights, title, and interest in and to its intellectual property, except as expressly stated otherwise in this Agreement.

10.2 Intellectual Property Right(s) mean(s) all (i) copyrights and other rights associated with works of authorship, including without limitation all exclusive exploitation rights, (ii) trademarks, trade names, logos and service marks, and all goodwill associated therewith, (iii) trade secrets and know-how, (iv) patents, designs and algorithms, (v) other intellectual property and proprietary rights of every kind and nature now or hereafter recognised in any country or jurisdiction in the world and however designated, whether arising by operation of law, contract, license or otherwise, and (vi) all registrations, applications, renewals, extensions, continuations, divisions or reissues of any of the foregoing, now or hereafter recognised in any country or jurisdiction in the world.

10.3 Intellectual Property Rights owned by either Party at the date of the signature of this Agreement shall remain the exclusive property of this Party. Neither their disclosure to the other Party nor their eventual use by this Party in the frame of this Agreement shall confer to the other Party the right to use them commercially without the prior consent of the owner Party.

10.4 In case of claims or actions brought against Client, alleging that the normal and authorised use of the Piql Services infringe an Intellectual Property Right belonging to a third party, Piql shall indemnify Client for any direct and reasonable losses, damages, costs, charges and expenses resulting from such infringement or alleged infringement. Piql shall only bear these costs if Client gives Piql immediate and timely written notice of any claim, demand, or suit for infringement asserted the Piql Services. Piql has the right to handle such claims, demands, or suits in any manner whatsoever (at its sole discretion and at its own expense). Client agrees beforehand to fully co-operate with Piql in the defence or settlement of any such claim, demand, or suit.

10.5 To the extent that the use of Piql Services is held to constitute an infringement and the claims in relation thereof are not finally settled on a basis allowing continued use of the Intellectual Property Rights, Piql may at its own expense modify the infringing part of the Piql Services, provided that such modification shall not impair its performance for the purpose for which this Agreement was signed.

11. CONFIDENTIALITY

11.1 Information that the Parties become aware of in connection with this Agreement shall be treated confidentially and shall not be disclosed to third parties without the consent of the other Party unless there are no legitimate interests that dictate that the information should be kept secret. “Third parties” refers to anyone that does not have a substantive need for access to the information in order to perform their duties under this Agreement.

11.2 If Client is a public sector enterprise, Client’s duty of confidentiality under this provision shall be no more extensive than what arises from the Act of 10 February 1967 on public administration (Public Administration Act) or equivalent sector-specific regulations.

11.3 The duty of confidentiality under this provision shall not interfere with statutory rights of access to information.

11.4 The duty of confidentiality shall apply to the Parties’ employees, subcontractors and other parties contributing to or acting on behalf of the Parties in connection with the execution of the Agreement.

11.5 The duty of confidentiality shall lapse five (5) years after the termination of the Agreement, unless otherwise agreed or stipulated by laws or regulations.

12. PERSONAL DATA

12.1 While performing this Agreement, Piql may process personal data as a data controller. All such processing is done in accordance with applicable privacy laws and in accordance with our privacy policy in force from time to time.

12.2 If Piql process personal data on behalf of Client Piql will only process this personal data as far as this follows from Client’s instructions, mandatory law, and orders from competent supervisory authorities.

12.3 Client’s instructions shall be lawful. Reference is made to Clause 7.1 - 7.4.

12.4 The Parties shall enter into a data processing agreement regulating their obligations concerning the processing of personal data that will ensue pursuant to this Agreement. The data processing agreement shall be attached to this Agreement as Appendix 3.

13. LIMITATION OF LIABILITY

13.1 Each Party’s maximum aggregate liability to the other Party under this Agreement shall be limited to direct damages not exceeding the total amount Client has paid under this Agreement.

13.2 For any and all damages connected to Client’s use of piqlConnect ordered on a subscription basis, Piql’s maximum liability shall be limited to the total amount Client paid for its subscription during the last twelve (12) months before the incident.

13.3 Neither party shall be liable for indirect, incidental, special, punitive, or consequential damages, such as, but not limited to loss of use, loss of profits, interruption of business.

13.4 Client is obliged to have its own back-up of any information stored on [piqlFilm].

13.5 No limitation or exclusion of liability will apply to indemnification obligations or violations of Intellectual Property Rights under this Agreement.

14. FORCE MAJEURE

14.1 Neither Party shall be liable to the other for any failure to perform any obligation under this Agreement which is due to an event beyond the control of such Party including, but not limited to, an act of God, defined as a natural hazard outside human control, such as an earthquake, tsunami, storm, flooding for which no person can be held responsible and including pandemic events, war, insurrection, riot, civil unrest, act of civil or military authority or any cause which is beyond the control and without the fault or negligence of the Party seeking to rely on the Force Majeure.

14.2 Any Party affected by such event shall forthwith inform the other Party of the same in writing and shall use all reasonable endeavours to comply with the terms of this Agreement and to mitigate the consequences of such event.

14.3 Either Party is entitled to cancel this Agreement if such circumstances continue or obviously will continue for more than 60 days.

15. MISCELLANEOUS

15.1 This Agreement sets out the entire agreement between Piql and Client on Client’s procurement of Piql Services and supersedes all other oral or written agreements of any nature whatsoever previously concluded in this context.

15.2 In the event of conflict between any parts of this Agreement and its supplemental documents, the following order of precedence shall apply: (1) Order; (2) this Agreement, (3) Service Level Agreement, (4) Documentation.

15.3 Either Party may assign this Agreement without the consent of the other Party in connection with a merger, reorganisation, acquisition, or other transfer of all or substantially all of such Party’s assets. Any other assignment of this Agreement requires written consent by the non-assigning Party in writing. Assignment does not relieve the assigning Party of its obligations. Unapproved assignments are void.

15.4 Notices must be in writing and are considered delivered on receipt, the return receipt date, email transmission date, or courier/fax confirmation. Notices to Piql shall be sent to the address stated in this Agreement. Notices to the Client shall be sent to the contact address provided on Client’s account. Piql may send notices and other information to Piql by email or other electronic means.

15.5 The Parties agree that in connection with this Agreement, neither Party nor its employees or other third parties involved may either directly or indirectly provide, offer or promise benefits to third parties or demand, accept, or have benefits promised from third parties, to the extent that any such act would constitute a violation against any applicable law on combating corruption (ban on corruption). Either Party shall observe this obligation at all times and without exceptions. Either Party shall control individuals working for them in an appropriate manner in order to ensure compliance with the ban on corruption by these individuals as well.

15.6 In the event that any article, term provision, or clause thereof, in this Agreement is or becomes void or unenforceable, the remainder of this Agreement is not affected and remains in force. The Parties hereby agree to replace any such invalid part(s) with such a new provision, so as to maintain the original business intent of the invalid provision as much as possible.

16. CHOICE OF LAW AND CHOICE OF JURISDICTION

16.1 This Agreement is governed by Norwegian law.

16.2 All disputes related to this Agreement shall be resolved exclusively by the Oslo District Court (Oslo tingrett). However, Piql may seek injunctive relief from any court with jurisdiction to protect its proprietary information, trade secrets, know-how, or other Intellectual Property Rights.