IDLIS SERVICE

ADVERTISER GENERAL TERMS AND CONDITIONS

(“TERMS”)

1 SCOPE OF THESE TERMS; PARTIES

These Terms apply to the Agreement and Order(s) on the provision of the Service by Oy Idlis Ab, incorporated and registered in Finland with Business ID 3280500-6 (“Supplier”) to its corporate customer named in the Agreement (“Customer”). These Terms form an integral part of the Agreement and all the Order(s). The Customer’s purchase, procurement or any other terms shall not apply to the Agreement or any Orders, even if referred in or attached to the Customer’s purchase order or other document submitted by Customer. The Supplier and the Customer are also hereinafter referred to each as a “Party” and together as the ”Parties”.

2 INTERPRETATION AND DEFINITIONS

2.1 The definitions and rules of interpretation in this Section apply in these Terms, unless otherwise explicitly agreed in the Agreement:

“Agreement” means an electronic agreement in which the Parties agree on the applicable terms and conditions for the provision of the Service on the Platform. The Parties shall agree on further details of any Service in separate Orders. The agreement can be entered into on the Platform.

“Customer Material” is defined in Section 7.

“Confidential Information” means information of the other Party that is proprietary or is identified as confidential or marked as confidential or that should be reasonably understood to be confidential.

“Deliverable” means the Statistical Data, to be delivered on electronic documents, that have been agreed in the Agreement and the Order to be delivered to the Customer.

“Documentation” means user manuals and any other documentation related to the Service or the Platform in electronic format provided by the Supplier to the Customer, but excluding any marketing materials.

“Effective Date” is defined in Section 11.

“Error” means an error, which can be reproduced and which causes the Service or the Platform not to conform materially with the Documentation, as updated by the Supplier from time to time.

“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trademarks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.

“Order” means the Customer’s separate order, on the Platform, for the provision of the Service made under the Agreement and confirmed by the Supplier on the Platform.

”Platform” means the proprietary Consumer App and Brand Content Distributor solution (software service) as provided by and used by the Supplier enabling display of the Customer’s electronic advertisements, as part of the Customer Material, to Users and perform electronic User questionnaires regarding the Customer’s products and/or services as well as rewarding the Users for the use of the Platform and the Customer advertisement available on the Platform.

”Service” means service whereby the Supplier displays the Customer’s electronic Supplier-approved advertisements on the Platform to Users for the duration of the campaign, as agreed in the Agreement and the applicable Order(s), followed by the provision of the Deliverable related to said advertisements by the Supplier to the Customer. Subject to Users viewing certain advertisements and answering all questions by the Supplier, the Supplier shall pay certain compensation to the User in a format of a voucher or similar.

”Statistical Data” is defined in Section 7.

”User” means a legally competent natural person of the age of 18 or above acting as a consumer and who has entered into an electronic agreement with the Supplier for the use of the Platform.

2.2 Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.

2.3 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

3 PROVISION OF SERVICE

3.1 The Supplier will a) deliver the Service and b) have the Platform available as is, by using the Supplier’s working methods and Supplier-chosen i) technology, ii) functionalities and iii) performance.

3.2 The Customer shall, at its expense, acquire the equipment, internet connectivity, third-party software licenses and information security that are required for the use of the Service and the Platform, according to the requirements set by the Supplier from time to time.

3.3 The Customer shall provide advertising materials and other materials in a format, file type and through an interface in accordance with requirements set by the Supplier from time to time. The Customer warrants that it has all the necessary rights, licenses and consents to all Customer Material it provides to the Supplier and that it shall not be necessary for the Supplier to enter into any agreements or to procure any rights, licenses, consents or software to allow and process the Customer Materials for the provision of the Service on the Platform under the Agreement and the Orders.

3.4 The Customer shall, without delay, give the Supplier all necessary information and material and access to facilities and systems that are necessary for Supplier to be able to perform the Service and licenses in the agreed time.

3.5 The Customer undertakes not to submit the Supplier any data or files that i) may violate any rights of any third parties or ii) otherwise violate applicable law or iii) are unmoral, extremist, not deemed to be of good taste or that offend persons of any ethnic origin or any minority groups.

3.6 The Customer shall perform its own duties in time. Each Party shall contribute to the provision of the deliveries with respect to factors under the command or control of the Party and make decisions that are necessary for the delivery, without undue delay. The Supplier may charge the Customer for i) expenses or ii) costs caused by a delay due to erroneous information supplied by the Customer.

4 CONTENT OF SERVICE

4.1 The Service consists of advertising service, whereby the Customer Material is displayed to Users on the Platform in accordance with the Supplier’s practices under the Agreement and the Orders. User questionnaires may also be conducted on the Platform as part of the Service in connection with the displaying of advertisements, as agreed in the Agreement and the Orders. The Customer’s advertisements shall be displayed on the Platform for the duration of time and in the number of impressions, as agreed in the Agreement and the Order.

4.2 The Supplier does not warrant that the Platform or the Service will be available uninterrupted or that the Platform or the Service is error-free or that the Customer Material would be presented correctly at all times. The Supplier is not responsible for any damages or any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet. The Customer acknowledges that the Service, the Platform and the Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

4.3 The Customer shall:

(a) provide the Supplier with all necessary co-operation in relation to the Agreement and all necessary access to such information as may be required by the Supplier in order to provide the Service, including but not limited to the Customer Material;

(b) carry out all other Customer responsibilities in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary; and

(c) ensure that its advertisements comply with the relevant technical and other specifications provided by the Supplier from time to time.

4.4 The Supplier is not liable for the Customer’s compliance with any laws or regulations in any way (including but not limited to the Customer Material or publishing the Customer Material). It is the Customer’s duty to assess the features of the Service and the Platform, as amended from time to time, and to determine that the Service and the Platform are suitable for the Customer’s requirements.

4.5 The Supplier is not required to customise or otherwise amend the Platform or the Service based on the Customer’s requirements.

4.6 The Customer bears full liability for the information given by the Customer to the Supplier under the Agreement. The Supplier does not inspect or verify the accuracy of any such information or their compliance with e.g. laws or regulations.

4.7 The Supplier shall not under any circumstances reveal the identity of an individual User to the Customer or reveal attributes or data of an individual User to the Customer.

5 CUSTOMER’S MAIN RESPONSIBILITIES

5.1 The Customer shall, without affecting its other obligations under the Agreement, comply with all applicable laws and regulations with respect to its activities and the Customer Material under the Agreement and the Orders. In particular, the Customer Materials displayed on the Platform and in the Service shall comply with the Consumer Protection Act (38/1978, as amended) and Unfair Business Practices Act (1061/1978, as amended), Advertising and Marketing Communications Code of the International Chamber of Commerce and standards set by the Council of Ethics in Advertising and the Board of Business Practice under the Finnish Chamber of Commerce (all of the above: “Regulations”). The Supplier is not in any way liable or responsible for any damages or costs to the Users or any third party resulting from i) the use of the Service and products provided by the Customer or ii) information provided by the Customer to the Users or iii) the Customer Material. The Customer is responsible for the services and products it provides and for the safety and legality of their delivery and marketing. The Customer ensures that its service, related information, and other Customer Material are reliable in terms of information, suitable for the Platform and the Service, and that they can be published on the Platform under the Regulations and other applicable law.

5.2 The Customer is liable to compensate for all damages and costs caused by its Service, products and Customer Material to a) the Users, b) the Supplier or third parties due to breaches of applicable law, the Regulations or the Terms. The Customer is also liable for compensating the Supplier for any fines imposed on the Supplier due to the Customer’s advertisements.

5.3 The Supplier is not liable for the Customer’s marketing, Customer Material, products or Service provided to the Users (such as fulfilling the sale of Service or products provided by the Customer or issues related to flaws, delays or product liability).

5.4 If a third party or a User makes claims, files lawsuits or criminal complaints against the Supplier or its contracting parties during or after the term of the Agreement due to issues between the Customer and a User or a third party, the Customer shall compensate the Supplier and its subcontractors for all indirect and direct damages and costs arising from such claims, lawsuits, complaints or criminal proceedings, including legal and litigation costs.

5.5 The Customer represents and warrants that the Supplier does not become liable for any costs or damages due to the Customer’s use of the Service in violation of the Terms or Regulations.

5.6 The Supplier has the right to a) remove or b) refuse to upload any Customer Material from / on the Platform which the Supplier believes is breaching the Terms, the Regulations or the Agreement or an Order, or if required by mandatory law or an order given by any authority, and without an obligation to reimburse any costs or fees or make any compensation to the Customer for the removal of the content.

6 ACCEPTANCE OF SERVICE

The provision of the Service and the Platform is deemed accepted when: (i) the Customer does not report an Error to the Supplier within seven days from the start of provision of the Service, (ii) the Customer notifies it has accepted the Service or the Platform, (iii) the Supplier has corrected the Error reported by the Customer during the period set out in (i) above, or (iv) the Customer Material have been published on the Platform, whichever of these (i through iv) is the earliest.

The Supplier will use commercially reasonable efforts to investigate and correct reported Errors, if possible, after the receipt from the Customer of sufficient information regarding the Error.

The Supplier disclaims all express or implied warranties for the Documentation, the Service, the Platform and warranties of merchantability or fitness for any particular purpose.

7 INTELLECTUAL PROPERTY RIGHTS AND STATISTICAL DATA

Title in any and all Intellectual Property Rights in and to the Service, the Platform, the Documentation, the results of the Service, and any copies, modifications, translations, amendments and derivatives thereof, are and shall belong to the Supplier or its licensors. The same applies to metadata and log data produced on the Platform or that are part of the Service or the systems used in its production (all of the above: “Material”). The Agreement or any Order do not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Service, the Platform or the Documentation.

The Supplier has the right to use (including the right to modify and sublicense), for the purposes of the Agreement, all information and material that the Customer has provided, transferred, or made available to the Supplier (hereinafter ”Customer Material”) as well as any modifications to the Customer Material during the term of the Agreement.

“Statistical Data” means i) the Material or the Customer Material or information and ii) material developed from a) the Material or b) the Material and/or Customer Material combined with other information or data, which is, at all times, in such an anonymous format that a human being or the Customer cannot be identified from it.

The Supplier has the right, during the term of the Agreement and thereafter, to produce and use the Statistical Data for any business purposes of the Supplier and its affiliates, such as for the development of the Service and the Platform, and to sell and disclose Statistical Data to third parties. The Supplier also has the unrestricted right to use any feedback and development suggestions provided by the Customer regarding the Service, Platform or Documentation.

The Customer is responsible for ensuring that it has the right to use the product names and trademarks and other Intellectual Property Rights used in the Customer Material, and that the same do not violate the Intellectual Property Rights of any third party.

The Customer grants the Supplier a non-exclusive, worldwide, royalty-free license to use, reproduce, display, distribute and transmit for as long as the Agreement remains in force, the Customer’s trademarks, logos, trade names, product names, and any other intellectual property provided to the Supplier in the Customer Material.

8 FEES AND PAYMENT

8.1 The amount of the fees is defined in the Agreement and the Orders.

8.2 The fees are not refundable in any event.

Invoicing and Payment

8.3 Unless otherwise agreed in the Agreement or the Order, the fees are invoiced as follows:

(a) recurring fees, such as a monthly, quarterly or annual fee, are invoiced in advance; and

(b) all other fees are invoiced monthly in arrears.

8.4 Invoices are payable within fourteen days from the invoice date. The Supplier may suspend Service to the Customer in the event that the Customer delays making any payment despite having received a payment reminder. The Customer shall pay interest on the overdue amounts at the rate of 10% per annum above 12 months’ Euribor rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

Taxes and Expenses

8.5 All fees are exclusive of value added tax, duties, levies and other taxes and government charges which shall be borne by the Customer and added to all the fees.

8.6 All payments shall be made without withholding or deduction for or on account of any present or future taxes of whatever nature unless such withholding or deduction is required by mandatory law. If withholding or deduction is required by mandatory law, the Customer shall pay the Supplier such additional amounts as are necessary in order that the amounts received by the Supplier after such withholding or deduction are equal to the amounts of the payments payable under the Agreement in absence of such withholding or deduction. The Customer shall promptly provide the Supplier with copies of documentation evidencing that it has paid any and all withholding taxes and/or similar taxes in accordance with laws.

The Supplier may charge the Customer for travel and accommodation expenses and daily allowances accrued to the Supplier from the performance of the Service if the Parties agree on performance of the Service outside of the Supplier’s premises.

9 CONFIDENTIALITY

9.1 A Party (i) may not disclose the other Party’s Confidential Information to any third party and (ii) may not use the other Party’s Confidential Information for any purpose other than for fulfilling its obligations and using its rights arising out of the Agreement. The structure and underlying ideas of the Platform and the Documentation are always the Supplier’s Confidential Information. The Supplier may disclose the Customer’s Confidential Information to its subcontractors or service providers for the fulfilment of the purpose of the Agreement.

9.2 The confidentiality obligations in Section 9.1 shall not apply to information: (i) which at the time of the disclosure is or later becomes generally available or otherwise public through no fault of the receiving Party; (ii) which was in the possession or knowledge of the receiving Party prior to receipt of the same from the other Party; (iii) which the receiving Party receives from a third party who, in the knowledge of the receiving Party, did not violate a confidentiality obligation when making the disclosure; (iv) which the receiving Party has independently developed without using the other Party’s Confidential Information; or (v) which must be disclosed based on mandatory law or an order by a regulatory authority or court.

9.3 The Supplier shall have the right to utilise the general expertise, technical knowledge and skills that its and its subcontractors’ personnel have learnt during the term of the Agreement. The Supplier has also a permanent, non-revocable, transferable, sublicensable and free of charge right to store and use for any and all purposes the suggestions, feedback and ideas given by the Customer regarding the Documentation, the Service, the Platform and/or the Supplier’s or its affiliated companies’ other businesses.

10 LIABILITY

10.1 A Party shall have no liability towards the other Party or towards any third party for any indirect, incidental, special or consequential damages such as loss of profit, loss of data, loss of goodwill, loss of turnover or savings, or for punitive damages or damages payable to third parties. The Supplier is also not liable for alteration of data nor for any damages incurred as a result thereof such as expenses involved in the reconstitution or transfer of data, or for cover purchase, even if Supplier was advised of the possibility of such damages. The Supplier’s aggregate maximum liability arising out of and related to the Agreement for any and all causes of action shall be limited to the total fees (net) paid by the Customer for the Service during the three months immediately preceding the date on which the claim arose.

10.2 The limitations of liability shall not apply to damages caused by gross negligence or intentional act or by breach of Sections 5, 7 or 9.

11 TERM AND TERMINATION

Effective Date

11.1 The Agreement is effective from the date the last Party signs the Agreement.

11.2 Each Order enters into force once the Supplier confirms the Order to the Customer A) by commencing the provision of the Service or B) by confirming the Order on the Platform and the Order continues in force until the Service agreed upon in the Order have been performed and the Deliverable has been delivered.

Termination for Convenience

11.3 The Agreement continues in force until the Agreement is terminated by either Party at will by giving a six months’ written notice to the other Party. The notice period is calculated from the last day of the calendar month during which the termination notice was delivered to the other Party. If there are any outstanding Orders that have not been fulfilled at the time the termination of the Agreement comes into effect, the outstanding Orders continue in force in full and the Agreement shall continue to apply to such outstanding Orders until they are fulfilled.

Termination for Cause

11.4 Either Party may terminate the Agreement or an Order with immediate effect by giving the other Party a written notice if:

(a) the other Party commits a material breach of the Agreement and fails to remedy the same within thirty days after receipt of a written notice from the other Party to remedy the breach; or

(b) the other Party is declared bankrupt or placed into liquidation.

12 MISCELLANEOUS

12.1 Publicity and Marketing

Upon the other Party’s email permission, the other Party is entitled to use the other Party as a reference for publicity and marketing.

12.2 Assignment and Subcontractors

Either Party may not assign the Agreement or an Order to a third party, without the prior written consent of the other Party. However, the Supplier may assign the Agreement or an Order without the Customer’s consent to another party if it is assigning the ownership of the Supplier’s business assets or part thereof, or to a Supplier’s parent, subsidiary or other affiliated company or for a merger or demerger. The Supplier may subcontract its duties and shall be liable for any work carried out by its subcontractors as if the Supplier was carrying out the work.

12.3 Recruitment Restriction

Customer may not hire any employee or director or an ex-employee or an ex-director of Supplier or enter into any other agreement or other arrangement, whose purpose is to obtain the work contribution of such person, until twelve months has passed from the earlier of termination or expiration of the Agreement or cessation of the person’s employment or director relationship with the Supplier. This recruitment restriction does not apply if the employment or the director relationship of the person in question has been terminated for a reason attributable to Supplier. In case of a breach of this recruitment restriction, Customer shall pay to Supplier as liquidated damages seventy thousand euros for each breach of this Section.

12.4 Survival

Upon termination or expiry of the Agreement and any Order, the following Sections shall continue in force: Section 5 (Customer Responsibilities), Section 7 (Intellectual Property Rights), Section 9 (Confidentiality), Section 10 (Liability), 11 (Termination) and Section 12 (Miscellaneous). Any other provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Agreement shall remain in full force and effect.

12.5 Entire Agreement

The Agreement and the Orders constitute the complete agreement between the Parties with respect to the subject matter hereof and supersede all previous proposals, marketing materials and other communications between the Parties with respect to the subject matter hereof.

12.6 Severability

If any provision of the Agreement or the Orders are found to be invalid or contrary to law, the other provisions of the Agreement and the Orders will remain in force. The invalid provision shall be negotiated in good faith and amended by the Parties so that it is valid and, to the greatest extent possible, achieves the intended commercial result of the original provision.

12.7 Amendment

Except as expressly set out elsewhere in the Agreement, no variation of the Agreement or an Order shall be effective unless it is in writing and signed by duly authorised representatives of each Party.

12.8 Waiver

No failure or delay by a Party to exercise any right or remedy provided under the Agreement or an Order or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

12.9 Force Majeure

The Supplier shall have no liability to the Customer under the Agreement or an Order if it is prevented from or delayed in performing its obligations under the Agreement or an Order, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

12.10 No Partnership or Agency

Nothing in the Agreement, an Order or these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between the Parties, constitute any Party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

12.11 Dispute Resolution

The Agreement and the Orders shall be construed in accordance with the laws of Finland, excluding its choice of law provisions and the UN Convention on Contracts for the International Sale of Goods. All disputes arising out of the Agreement shall be finally settled by one arbitrator by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The arbitration shall take place in Helsinki, Finland, and shall be conducted in English. The arbitration shall have at least a master’s degree in law from a Finnish university.

Notwithstanding the above, each Party shall be entitled to seek equitable and/or injunctive relief to prevent or stop a violation of the terms and conditions in the Agreement or an Order and Supplier may take legal actions concerning overdue payments, in any court of law.