General terms and conditions for qbrick services
1. GENERAL CONDITIONS
1.1 These general terms and conditions (the “Terms”) apply to all agreements regarding the use of the Qbrick service or part thereof, provided as a cloud-based software, and the related Qbrick mobile application (the “Service”). The Service is provided by Qbrick AS with Norwegian company reg. no. 995252, (“Qbrick”) to the Customer, in accordance with the Agreement.
1.2 These Terms shall also apply to any other or additional service provided by Qbrick to the Customer, such as consultancy services, and such services shall then be deemed included in the “Service” for the purpose of these Terms, unless separate terms are provided.
1.3 The Agreement consists of (i) the Main Agreement, (ii) any appendices mentioned in the Main Agreement or in these Terms, and (iii) these Terms (collectively referred to as the “Agreement”).
2. SUPPORT AGREEMENT
Qbrick Standard support plan includes:
1) Online Support Documentation detailing how to use the product, features and services of Video Platform: https://support.qbrick.com/hc/en-us. Here Customers can find documentation, manuals, instruction videos and FAQ about the Services.
2) Email support for non-critical issues (support) and incidents.
Qbrick classify between different issues as below:
· Incident – an unplanned disruption or degradation of the service
· Support – the remaining cases are support cases, providing help to the Customer to use our service, addressing administration issues (password forgotten etc) or other related queries
2.1 LIMITATIONS TO SUPPORT
Additions, changes or modifications to an existing Service are not included and require involvement from your Qbrick Sales Representative. Please contact your Sales Representative directly or ask Qbrick Delivery & Support for assistance in establishing contact.
2.2 SUPPORT PROCESS
All support requests are recorded in Qbrick’s trouble ticket system. The request ID is sent by email to the Customer. The Customer is notified of the status of handling the request. Customer can also inquire support request status by informing Qbrick Support the request’s ID-number.
2.3 RESPONSE TIME
Qbrick shall use commercially reasonable efforts to respond to each validly submitted (as described below) in accordance with the following response times:
For the purpose of this Support Agreement, Business Day shall mean a day of the week between Monday and Friday, commencing at 08:00 CET and ending at 17:00 CET which is also know as they business hours(excluding Swedish national and bank holidays).
The response time shall be deemed to commence from the time that Qbrick receives a Support Incident request from the Customer’s Support Email Account (defined above). Notwithstanding the foregoing, if Qbrick notifies Customer that it requires additional information to address the Incident, the response time shall be deemed to commence once Qbrick receives said information from Customer.
Response Time does not include the time taken by Qbrick to resolve the Support Incident.
Customer must provide following information to aid Qbrick to provide Support in a reasonable manner:
1) Technical Support Contact. Customer shall provide Qbrick with one email address that will be used by Customer for management of all support incidents (“Customer’s Support Email Account”).
2) Address and Support Incident Designation. Customers must submit incidents via email to: support@qbrick.com. Customer should specify the severity of the incident when reporting the incident.
2.4 SUPPORT SERVICE EXCLUSIONS
Support Services do not include:
(i) support or fixes for errors that result from, or are in connection with, any breach of the Main Agreement;
(ii) providing custom enhancements, features or modifications;
(iii) providing assistance for any of Customer’s applications or other third-party applications not included in the Main Agreement;
(iv) providing direct assistance to any Customer’s end user;
(v) on-site support;
Customer fully agrees that Qbrick will charge support service fee as set forth per Appendix 1 – CDN Product Offering & Pricing – included in Main Agreement.
2.5 CUSTOMER’S RESPONSIBILITIES
(i) Customer is responsible for and undertakes to:
(ii) Provide and maintain phone lines, internet access, and any other such infrastructure required to communicate with Qbrick;
(iii) Undertake reasonable efforts to solve problems related to any Service before contacting Qbrick;
Provide Qbrick with all information, documentation and assistance as Qbrick might reasonably require in order to perform Support Services, including, without limitation, to provide Qbrick with the setup information, application knowledge, listing of any output, detailed steps required to enable Qbrick to replicate the problem, exact wording of error messages and any other data that Qbrick may reasonably request in order to reproduce operating conditions similar to those present when the error occurred;
(iv) Maintain an updated contact list of authorised personnel that can report issues.
2.6 COVERED SERVICE VERSIONS
Customer acknowledges and agrees that Qbrick shall only provide Support Services for: (i) the then-current version of Product, Application Interface and Services; and (ii) the immediately previous release of the Software. Qbrick is not under any obligation to provide Support Services in connection with any Third-Party Software.
3. SERVICE LEVEL AGREEMENT
This Service Level Agreement (“SLA”) sets out the service level which the Service, as defined in the Main Agreement, shall fulfil. Unless otherwise provided for herein, this SLA is subject to the terms of the Main Agreement.
All metrics contained within this document shall be measured over a calendar month, unless otherwise stated.
3.1 DEFINITIONS
“Available” shall mean when the Service can be used by Customer or its users in material accordance with the Main Agreement.
“Downtime” shall mean such time when the service is unavailable. Qbricks CDN is measured through Qbrick’s probe. The probe is fetching a file from the CDN every second and when this fails it is reported as Downtime. The probe is located outside our CDN on at least two locations to exclude external network issues. Downtime during a calendar month means the total time when the probe failed. The Downtime will not include errors that arise directly or indirectly as a result of any of the SLA Exclusions (as defined in section SLA EXCLUSIONS below).
“Monthly Uptime Percentage” is calculated by the (total available time in the month – Downtime)/total available time in the month. E.g. if the month is November and the Downtime is 180 seconds, the Monthly Uptime Percentage is (30x24x60x60-180)/(30x24x60x60)= 99,993%.
“SLA Exclusions” means the circumstances set out in section SLA EXCLUSIONS below.
“Uptime” shall mean such time when the Service is Available.
3.2 SERVICE COMMITMENT
Qbrick will use commercially reasonable efforts to make the Service available with a Monthly Uptime Percentage of at least 99.6% during any month (the “Service Commitment”).
3.3 SERVICE WINDOWS
On rare occasions, in order to perform maintenance of any Service, Qbrick shall have the right to apply a service window on Tuesday between 23.00-04.00 CET/CEST. Any unavailability of the system during such service window shall not be counted as Downtime. The service window to be utilized will be announced by email no later than 3 Working Days before the maintenance occurs.
3.4 SLA EXCLUSIONS
The Service Commitment does not apply to any unavailability, suspension or termination of the Service, or any other Service performance issues: (a) caused by factors outside of Qbrick’s reasonable control, including any force majeure event or Internet access or related problems outside of Qbrick’s systems; (b) that result from any actions or inactions of the Customer or any third party; (c) that result from the Customer’s equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within Qbrick’s direct control); (d) arising from our suspension and termination of the Customer’s right to use the Service in accordance with the Agreement, (e) during a service window, or (f) for software components that have been specifically developed for the Customer, unless agreed separately (collectively, the “SLA Exclusions”)
4. GENERAL TERMS AND CONDITIONS
4.1 These general terms and conditions (the “Terms”) apply to the Agreement between Qbrick and the Customer regarding Qbrick’s Services. They constitute an appendix to the Agreement and form an integral part of the Agreement. In the event of a conflict between these Terms and the provisions of the Agreement, the provisions of the Agreement shall prevail.
4.2 Qbrick may amend the Terms from time to time at its own discretion and shall notify the Customer of such changes at the latest thirty (30) days before such changes enter into force. If the Customer does not accept the changes, the Customer shall notify Qbrick hereof within ten (10) days of receipt of the notification. Qbrick may then, at its own discretion, terminate the Agreement.
5. DEFINITIONS
Agreement: The agreement between Qbrick and the Customer under which the Customer engages Qbrick to supply the Services.
Customer: Qbrick’s customer under the Agreement.
End-consumer: A third party which, as a result of the Services, receives content which Qbrick as part of the Services has transcoded, and/or stored, and/or distributed, and/or otherwise processed on behalf of the Customer.
Party/Parties: Qbrick and/or the Customer.
Qbrick: Qbrick AS.
Services: The Services supplied by Qbrick to the Customer under the Agreement.
Working Day: Monday to Friday excluding public holidays in the applicable territory where the Service is provided by Qbrick.
Affiliates: Qbrick’s officers, directors, employees, agents, service providers, licensors, sub-contractors.
6. CUSTOMER’S RESPONSIBILITY
6.1 Qbrick will provide the Customer with user names and passwords (log-in credentials) in order for the Customer to gain access to Services provided online (such as the possibility for the Customer to upload content to Qbrick’s servers). The Customer is responsible for all handling of user names and passwords and undertakes in particular to not disclose the user names and/or passwords to any unauthorized person or otherwise allow any unauthorized person to access the Services under the Customer’s user names and/or passwords. If the Customer has reason to believe that an unauthorized person has gained access to the Customer’s user names and/or passwords the Customer must immediately inform Qbrick. The Customer is responsible for ensuring that all the Customer’s personnel comply with the provisions of this section.
6.2 The Customer is responsible for all use of the Services under the user names and/or passwords provided to Customer by Qbrick.
6.3 The customer is responsible for properly configuring and using the Services and taking measures to maintain appropriate security, protection and backup of their Content, which may include the use of encryption technology to protect their Content from unauthorized access and routine archiving of their Content. Qbrick log-in credentials and private keys generated by the Services are for your internal use only and you may not sell, transfer or sublicense them to any other entity or person, except in situation where the customer may disclose their private key to their affiliates performing work on the customer’s behalf.
6.4 The Customer is responsible for the quality of all content provided to Qbrick. When using the Services, such as e.g. when uploading content to Qbrick’s server, the Customer shall follow instructions provided by Qbrick from time to time. Qbrick is not liable for any delay or disruption in transmission of content or in the End-consumer’s video or audio quality or other disturbances, failures or malfunctions caused by (i) the quality of the content provided to Qbrick, (ii) the Customer’s mistake when uploading content (whether in breach of Qbrick’s instructions or not), including but not limited to the Customer providing incorrect format information when uploading content or (iii) otherwise by the Customer’s incorrect use of the Services.
6.5 Qbrick may conduct transcoding of content as part of the Services, but the Customer may also transcode content itself. Qbrick is not liable for any delay or disruption in transmission of content or in the End-consumer’s video or audio quality or other disturbances, failures or malfunctions caused by the Customer’s incorrect transcoding.
6.6 Regardless of delivery method (which may include but is not limited to delivery via e-mail, live feed or by the Customer uploading content directly to Qbrick’s servers) the transfer of content from the Customer to Qbrick is at the Customer’s risk.
6.7 The Customer guarantees that it owns or otherwise controls all necessary rights to the content for the purpose of Qbrick providing the Services. The Customer shall indemnify and hold harmless Qbrick from any claims regarding infringements of a third party’s rights attributable to the content.
6.8 The Customer agrees to not provide Qbrick with any content (including but not limited to by uploading content to Qbrick’s servers) which (i) contains pornography, (ii) contains viruses, corrupted data, malicious software or other programs that may harm computers or other property or (iii) is defamatory, constitutes agitation against an ethnic group, infringes the rights of any third party or is otherwise unlawful. Qbrick has the right to immediately cease the distribution of (and remove from Qbrick’s servers) any content that Qbrick in its sole discretion deems is in breach of this section or the Terms
otherwise. Qbrick shall without undue delay notify the Customer thereof.
6.9 The customer is responsible for providing customer service (if any) to End-consumers. Qbrick will not provide any support or services to End-consumers unless there exist a separate agreement with the customer or an End-consumer obligating us to provide support or services.
7. QBRICK’S RESPONSIBILITY
7.1 If the Parties have entered into a Service Level Agreement (SLA), Qbrick’s responsibility for Services is regulated in such SLA. These Terms shall equally apply to such SLA, unless otherwise stated therein.
7.2 If the Parties have not entered into a SLA, Qbrick assumes no liability for the delivery, accessibility or other functionality of the Services.
7.3 For clarity, Qbrick is in no event liable for any delay or disruption in transmission of content or in the End-consumer’s video or audio quality or other disturbances, failures or malfunctions caused by the Customer’s or the End-consumer’s internet connection or equipment.
7.4 Qbrick is not responsible for any disturbances the Services may cause to any other software when the Services are used together with such software or otherwise.
8. PROPRIETARY RIGHTS
8.1 All copyright, patent or other intellectual property rights attributable to the Services are owned by or licensed to Qbrick. The Services, and any software included therein, may only be used by the Customer during the Term and as described in the Agreement and may only be copied or otherwise reproduced by the Customer to the extent it is permitted by Qbrick in writing.
8.2 Without limiting the generality of the foregoing, in the event that Qbrick as part of the Services delivers any services, material or applications tailored for the Customer (“Customer Applications”), Qbrick shall be the sole owner of all such Customer Applications and the Customer may only use the Customer Applications during the term of the Agreement. The Customer may not use any Customer Applications upon expiry of the Agreement without Qbrick’s prior written consent.
8.3 For clarity, neither Party shall acquire any right under the Agreement to the other Party’s trademarks, product trademarks, distinctive marks and other symbols which are used in connection with the Services and any use of such marks or symbols of the other Party requires such party’s prior written consent.
8.4 Neither customer nor any End-consumer may use Qbrick Product, Service and Technology in any manner or for any purpose other than as expressly permitted by this Agreement. Neither customer nor any End-consumer, or may attempt to, (a) modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the Services (except to the extent software included in the Services are provided to you under a separate license that expressly permits the creation of derivative works), (b) reverse engineer, disassemble, or decompile the Services or apply any other process or procedure to derive the source code of any software included in the Services, (c) access or use the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas, or (d) resell or sublicense the Services (except agreed under a separate license that expressly permits the resell or sublicense of Qbrick services) . All licenses granted to you in this Agreement are conditional on your continued compliance this Agreement, and will immediately and automatically terminate if you do not comply with any term or condition of this Agreement. During and after the Term, you will not assert, nor will you authorize, assist, or encourage any third party to assert, against us or any of our affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding any Services you have used.
8.5 If you provide any Proposal pertaining to Qbrick product, service or technology to us or our affiliates, we will own all right, title, and interest in and to the Proposals, even if you have designated the Proposal as confidential. We and our affiliates will be entitled to use the Proposal without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the Proposal and agree to provide us any assistance we may require to document, perfect, and maintain our rights in the Proposal.
9. PERSONAL DATA
9.1 The parties undertake to ensure that all handling of personal data pursuant to the Agreement is carried out in accordance with applicable legislation. Qbrick is regarded data controller for personal data, such as name of contact person of the Customer, which is collected from the Customer in connection with the provision of the Services. Further information on Qbrick’s handling of personal data is provided on www.qbrick.com/integrity-policy/.
9.2 As part of the provision of the Services, Qbrick, and if applicable its subcontractors, processes personal data on behalf of the Customer. Qbrick is thus regarded data processor and the Customer data controller. The Parties have entered into a data processor agreement in order to fulfil the legal requirement of a written agreement between a data controller and a data processor.
10. STATISTICS AND VIEWER DATA
10.1 Qbrick is entitled to use any and all non-personal viewer data and other statistics resulting from the Services, such as including but not limited to statistics regarding the Customer’s number of End-consumers and statistics on End-consumer behaviour. Qbrick shall be entitled to keep and use all such statistics and data also upon expiry of the Agreement.
11. CHANGES
11.1 Qbrick may change, discontinue, or deprecate any of the Service Offerings (including the Service Offerings as a whole) or change or remove features or functionality of the Service Offerings from time to time. We will notify you of any material change to or discontinuation of the Service Offerings. However, if we change, discontinue or deprecate any APIs for the Services from time to time, we will use commercially reasonable efforts to continue supporting the previous version of any API changed, discontinued, or deprecated for 12 months after the change, discontinuation, or deprecation (except if doing so (a) would pose a security or intellectual property issue, (b) is economically or technically burdensome, or (c) is needed to comply with the law or requests of governmental entities).
11.2 Qbrick may modify this Agreement (including any Appendices) at any time and notify the customer by email and/or written post; The modified terms will become effective upon acknowledgement of receipt of notification. By continuing to use the Services after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to verify the changes and revert back to Qbrick by email or written notice on disagreement to the modified terms.
11.3 Qbrick may increase prices from time to time upon notice to Customer, but never by more than 3% per year.
12. FEES AND PAYMENT TERMS
12.1 The fees shall be set out in the Agreement and Appendices.
12.2 All fees shall be invoiced in the currency set out in the Agreement.
12.3 If an invoice is more than thirty (30) days overdue and the Customer has not paid such invoice within ten (10) days from a reminder, Qbrick is entitled to immediately suspend provision of the Services.
12.4 Value added tax will be added to all fees to the extent required by law. In the event that value added tax is not initially charged, Qbrick shall be entitled to charge value added tax at a later stage should relevant tax authorities decide that value added tax should be charged.
12.5 For work performed outside Qbrick’s ordinary working hours, but after 6 a.m. and before 8 p.m. (GMT+1), on Working Days, the agreed hourly rate shall be multiplied by 1.5 per hour. For work performed at other times outside of Qbrick’s ordinary working hours, the agreed hourly rate shall be multiplied by 2.0 per hour.
12.6 The customer is responsible for fulfilling payment on behalf of their End-consumers. Qbrick will not be held responsible for collection of invoices on behalf of customer’s End-consumers unless we have a separate agreement with the customer or an End-consumers obligating us to collect fees and payments directly from the End-consumer.
13. NO WAIVERS
13.1 The failure by Qbrick to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.
14. MIGRATION OF SERVICES
14.1 In circumstances where Customer is moving between Service Providers, Customer will be solely responsible for migrating information between Service Providers and agrees to a) Provide information in requested format to start using Qbrick Services, and b) Customer shall inform and compensate Qbrick for any additional costs resulting from the Customer’s instructions regarding handling of the content to migrate to another Provider.
14.2 Under no circumstances, Customer shall expose Qbrick Services to competition or any 3rd party providers or share Qbrick provided credentials (including but not limited to username, passwords, API Tokens) without written consent from Qbrick.
15. CANCELLATION
15.1 Should the Services under the Agreement include services performed on a specific date or for a specific event (such as a specific web cast or similar) for which a separate fee is agreed, the Customer is entitled to cancel such part of the Services (i) without any cost if the Customer has given Qbrick notice of the cancellation thirty (30) days before the event/specific date at the latest or (ii) at a cancellation fee of 50 % of the agreed fee if the Customer has given Qbrick notice of the cancellation later than thirty (30) days but earlier than seven (7) days before the event/specific date. If the Customer has given Qbrick notice of the cancellation later than seven (7) days before the event/specific date the Customer is obliged to pay the full agreed fee.
16. TERMINATION
16.1 Each Party shall be entitled to terminate the Agreement by written notice with immediate effect if:
(i) the other Party is in material breach of the Agreement and does not remedy such breach (where possible to remedy) within thirty (30) days from written notice thereof,
(ii) the other Party is declared bankrupt, enters into liquidation, commences proceedings for a corporate reconstruction and/or when it otherwise becomes apparent that a Party is insolvent in some other way.
(iii) if our relationship with a third party partner who provides software or other technology we use to provide the Services expires, terminates or requires us to change the way we provide the software or other technology as part of the Services,
(iv) if we believe providing the Services could create a substantial economic or technical burden or material security risk for Qbrick,
(v) in order to comply with the law or requests of governmental entities.
17. EFFECT OF TERMINATION
17.1 Upon termination of the Agreement, all rights under this agreement to use Qbrick services will immediately terminate.
17.2 Upon termination of the Agreement, Qbrick will delete all content provided by the Customer, unless the Customer notifies Qbrick otherwise within fourteen (14) days from the termination of the Agreement. The Customer shall compensate Qbrick for any additional costs resulting from the Customer’s instructions regarding handling of the content.
17.3 Upon termination of the Agreement, the customer is responsible for all fees and payments incurred through the date of termination, including fees and payments for agreed in-process tasks completed after the date of termination.
18. LIMITATION OF LIABILITY
18.1 Qbrick shall not be liable for any loss of profits, loss of production, reduced turnover in business and similar costs or losses or any other indirect damages. Qbrick’s total liability as a result of the Services is limited to direct damages up to an amount corresponding to one monthly fee for the Services.
18.2 The Customer shall present any claims against Qbrick at the latest three (3) months from the date when the Customer discovered, or should have discovered, the reason for the claim.
19. RELIEF
19.1 If a Party is prevented from fulfilling its commitments in accordance with the Agreement, by circumstances beyond its control that it could not reasonably be expected to have foreseen, and the result of which the Party could not reasonably be expected to have avoided or overcome such as including but not limited to strike, labour conflict, war, warlike hostilities, insurrection or riot, mobilization or general military call-
up, civil war, requisition, seizure, fire, lightning, earthquake, flood or water damage, altered decisions by authorities, intervention by authorities, legislation or official restrictions, currency restrictions, export or import restrictions, general shortage of goods, lack of bandwidth and faults or delays in services from a subcontractor, such Party shall be relieved from liability for a failure to perform any obligation under the Agreement.
19.2 Any Party that invokes relief in accordance with the above shall inform the other Party thereof without delay. If the performance of any obligation is prevented for a period longer than three (3) months as a result of any such circumstance stated above, each Party is entitled to terminate the Agreement free from liability to compensate the other Party.
20. SUBCONTRACTORS AND PARTNERS
20.1 Qbrick shall be entitled to engage subcontractors or partners to fulfil its undertakings under the Agreement. Qbrick shall be responsible for all work performed by the subcontractor as though the work had been performed by Qbrick except for Customer Applications and Services provided by Partners. In case of exceptions, separate Terms & Conditions will be agreed between the parties applicable to the Customer Application or specific Services.
20.1.1 Third Party Content Software Liability Waiver Clause
By utilizing content from the stock library integrated into our SaaS offering, the Customer acknowledges and agrees to abide by the terms and conditions set forth by the third-party content providers (“Content providers”). The Customer understands that their use of the third-party content is subject to the terms and conditions outlined by the Content providers, which are separate and distinct from the terms of this agreement (See https://www.pexels.com/terms-of-service/ and/or https://unsplash.com/terms for more information).
The Company shall not be held liable for any damages, losses, liabilities, or expenses incurred by the Customer arising from their use of the third-party content.
The Customer acknowledges that the Company is not a party to the agreement between the Customer and the Content providers, and therefore, the Company’s liability is expressly waived concerning the Customer’s use of the third-party content.
By using the Service the Customer acknowledges that they have read, understood, and agreed to be bound by the terms and conditions set forth herein, as well as those of the third-party Content providers.
20.1.2 Adobe Express
The Company is a reseller of Adobe services. If the Agreement includes services from Adobe, the following terms of use will apply specifically for the related Adobe services – https://www.adobe.com/legal/terms.html#useof
21. ASSIGNMENT
21.1 Qbrick may assign its rights or obligations under the Agreement to an affiliated company or to an entity to which Qbrick has transferred its business operations.
21.2 The Customer may only transfer the Agreement subject to Qbrick’s prior written consent, which shall not be unreasonably withheld or delayed.
22. CONFIDENTIALITY
22.1 Each Party undertakes not to disclose to any third party details of the Agreement or information regarding the other Party’s activities which may be deemed as business or professional secrets, without the other Party’s express written consent. Information which the Party states to be confidential will always be deemed to be business or professional secrets. The duty of confidentiality does not include such information which a Party can prove has come to its knowledge other than through the Services, or which is generally known, nor does the duty of confidentiality apply where a Party is obligated under law to supply the information.
22.2 Each Party undertakes to supervise that employees or other engaged persons do not convey confidential information to any third party.
22.3 The Customer is aware of and acknowledges that Qbrick is a listed company and that this Agreement, and/or information received pursuant to this Agreement, may be regarded as inside information, which disclosure or use of may constitute market abuse.
22.4 The duty of confidentiality shall apply during the Term of this agreement and three (3) years thereafter.
23. MARKETING
23.1 All PR, public announcements and marketing with respect to the Agreement shall be jointly approved by the Parties. Qbrick shall however, in its own sole discretion, be entitled to (i) publish the Customer’s name and logotype on its website and to refer to the Customer as Qbrick’s customer in marketing and promotion material and/or (ii) publish the Customer’s name and the contents of this Agreement if required under applicable laws, regulations and/or stock exchange rules.
24. INDEMNIFICATION
24.1 The customer will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to any third party claim concerning: (a) the customer’s or any of their End-consumers use of the Services (including any activities under your Qbrick account and use by your employees and personnel); (b) breach of this Agreement or violation of applicable law by the customer’s or any of their End-consumers; (c) Your Content or the combination of Your Content with other applications, content or processes, including any claim involving alleged infringement or misappropriation of third-party rights by Your Content or by the use, development, design, production, advertising or marketing of Your Content; or (d) a dispute between the customer’s and any of their End-consumers. If we or our affiliates are obligated to respond to a third party legal claims or other compulsory legal order or process described above, you will also reimburse us for reasonable legal fees, as well as our employees’ sun-contactors’ and affiliates’ time and materials spent responding to the third party legal claims or other compulsory legal order or process at our then current hourly rates.
25. NOTICES
25.1 Any notice given by one Party to the other shall be deemed properly given if specifically acknowledged by the receiving Party in writing (e-mail is sufficient provided it comes from an official account) or when delivered to the receiving Party by hand, registered mail or courier during normal business hours.
25.2 Qbrick may make amendments to these Terms by giving the Customer two (2) months’ written notice.
26. GOVERNING LAW AND DISPUTES
26.1 This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by substantive Norwegian law.
26.2 Any dispute, controversy or claim arising out of or in connection with the Agreement or any non-contractual obligation arising out of or in connection with the Agreement shall be finally settled by arbitration administered by the Arbitration Institute of the Oslo Chamber of Commerce (the “OCC”). The place of arbitration shall be Oslo, Norway. The language used in the proceeding shall be English, unless the Parties agree otherwise.
26.3 The Rules for Expedited Arbitrations shall apply where the amount in dispute does not exceed EUR 100,000. Where the amount in dispute exceeds EUR 100,000 the Arbitration Rules shall apply. The Arbitral Tribunal shall be composed of a sole arbitrator where the amount in dispute exceeds EUR 100,000 but not EUR 1,000,000. Where the amount in dispute exceeds EUR 1,000,000, the Arbitral Tribunal shall be composed of three arbitrators.
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