General Terms and Conditions for Airlog's Services

1 Scope

These General Terms and Conditions for Airlog's Services apply to any services delivered by Airlog. In the event of any discrepancy between these General Terms and Conditions and the Customer's general terms and conditions, these Terms and Conditions shall prevail, unless otherwise explicitly agreed in writing between the parties.

2 Definitions

2.1 Unless otherwise defined herein or the context otherwise requires, capitalised terms used herein shall have the meanings set forth below: "Agreement" means these General Terms and Conditions and any Order Form with a reference to these General Terms and Conditions, and any other supplements, work order, exhibits or appendices thereto, whether attached or incorporated by reference. "Confidential Information" means, with respect to Customer, the Customer Data, marketing and business plans and/or Customer financial information, and with respect to Airlog: (a) the Service, including, without limitation, all (i) computer software (both object and source codes) and related documentation or specifications; (ii) techniques, concepts, methods, processes and designs embodied in or relating to the Service; and (iii) all application program interfaces, system security and system architecture design relating to the Service; and (b) product offerings, pricing and availability. In addition to the foregoing, Confidential Information may also include information which the disclosing party protects against un-restricted disclosure to others that (i) the disclosing party designates as confidential at the time of disclosure; or (ii) should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding its disclosure. "Consulting Services" mean implementation, configuration, training, and other similar services related to the Service. "Customer" means the entity or individual that has consented to this Agreement by execution of an Order Form that references these General Terms and Conditions or by any other legally binding method of acceptance of this Agreement. "Customer Data" means any content, materials, data and information that Customer or its Named Users enter into the Service. "Derivative Materials" mean any materials produced by or with Airlog pursuant to this Agreement, including all modifications and/or enhancement (regardless of the source of inspiration or whether Customer has provided input regarding such modifications and/or enhancement) and all in-ventions or discoveries within the Services. Derivative Materials include materials created for or in cooperation with Customer, but do not include any Customer Data, Customer Confidential Information or the Service. For clarity, Consulting Services may be performed under a work order, which work order will be governed by the terms and conditions of this Agreement. "Documentation" means Airlog's then-current technical and functional documentation for the Service which is made available to Customer with the Service, including, but not limited to, configuration workbooks or release notes, as applicable. "Named User" means Customer's employees, agents, contractors, consultants, suppliers or other individuals who are authorised by Customer to use the Service. "Order Form" means all written order forms or other ordering documentation, including a registration website, entered into by Airlog and Customer containing the pricing, subscription term and other specific terms and conditions applicable to the Service. "Service" means the hosted, on demand service described in the Order Form, including upgrades and updates thereto made generally available by Airlog to its customers.

2.2 In these Terms and Conditions, unless the context otherwise requires, words denoting the singular number include the plural and vice versa.

3 Software Usage Rights

3.1 During the term stated in the Order Form, Airlog grants to Customer a limited, non-transferable, non-exclusive, worldwide, royalty-free right to access and use the Service and related Documentation to the permitted Named Users (or other applicable usage metric authorised in the Order Form) and solely for Customer’s own internal business purposes as permitted by and subject to the terms of this Agreement.

3.2 Except where applicable law prohibits such restrictions, Customer agrees that it shall not sublicense, license, sell, lease, rent or otherwise make the Service available to third parties (other than Named Users who are using the Service in accordance with Customer’s authorised use of the Service). Customer shall be responsible for the acts and omissions of its Named Users as if they were the acts and omissions of Customer. Named User access credentials issued to access or utilise the Service cannot be shared or used by more than one individual at a time, provided however, a Named User’s access rights may be transferred from one individual to another if the original Named User is removed from the Service, no longer requires, or is no longer permitted access to or use of the Service.

3.3 Customer shall retain all right, title and interest to all Customer Data and all pre-existing material/information provided by Customer. Airlog or its licensors shall retain all right, title and interest in any and all intellectual property or other rights in the Service, any Derivative Materials, and any improvements, design contributions or derivative works thereto. Except as otherwise agreed in writing, Customer is granted the nonexclusive right to use the Derivative Materials in connection with its use of the Service and subject to the terms of this Agreement. Except for the limited rights expressly granted herein, this Agreement does not transfer any proprietary right or interest in the Service or the Derivative Materials. Airlog re-serves to itself all rights that are not expressly granted pursuant to this Agreement.

3.4 Except where applicable law prohibits such restrictions, Customer shall not, and shall ensure that its Named Users do not, when using the Service: (a) copy, translate, disassemble, decompile, reverse-engineer or otherwise modify any parts of the Service; (b) transmit any content, data or information that is unlawful, abusive, malicious, harassing, tortious, defamatory, vulgar, obscene, libelous invasive of another’s privacy right or right of publicity, or racially or ethnically objectionable; (c) infringe the intellectual property rights of any entity or person; (d) interfere with or disrupt the Airlog's software or Airlog's systems used to host the Service, or other equipment or networks connected to the Service; (e) use the Service in the operation of a service bureau, outsourcing or time-sharing service; (f) circumvent or disclose the user authentication or security of the Service or any host, network, or account related thereto; (g) access the Service for the purpose of building a competitive product or service or copying its features or user interface; or (h) make any use of the Service that violates any applicable law or regulation.

3.5 Airlog may change or modify the Service at any time. Airlog shall not materially diminish the functionality of the Service during the term of the Order Form.

3.6 If Customer is granted access under this Agreement to a free (no fee)/trial version of the Service, Customer agrees that Airlog may cease providing the Service at any time without notice. Airlog does not warrant the correctness and completeness of the free version of Service, and Airlog shall not be liable for errors or damages caused by the usage of such free version.

4 Set up Support and Security

4.1 Airlog will use commercially reasonable security technologies (such as encryption, password protection and firewall protection) in providing the Service and will provide the Customer with email support in relation to questions related to set up.

4.2 Airlog shall comply with the requirements set out in the Data Processing Exhibit to the extent any personal data is processed under this Agreement.

5 Customer Responsibilities and Obligations

5.1 Customer shall be responsible for entering its Customer Data into the Service and Customer shall be responsible for the content of the Customer Data supplied by it. Customer agrees that it has collected and shall maintain and handle all Customer Data in compliance with all applicable data privacy and protection laws, rules and regulations. Further, Customer is solely responsible for determining the suitability of the Service for Customer's business and complying with any regulations, laws, or conventions applicable to the Customer Data and Customer’s use of the Service.

5.2 Customer shall maintain commercially reasonable security standards for its and its Named Users use of the Service. Customer shall be responsible for maintaining backups of Customer Data.

6 Prices and Terms of Payment

6.1 Customer shall pay to Airlog the fees for the Service provided hereunder, in the amount as set forth in the Order Form, within seven (7) days of receipt of invoice, or by credit card.

6.2 The fees set forth in the Order Form will be fixed for the committed subscription term. Following the subscription term of an Order Form, the subscription shall automatically renew for one month subscription term (each, as applicable, a "Renewal Term"), unless yearly plan has been chosen, where it will then renew for 12 months. Either party may give the other party written notice, including by email, of non-renewal with at least thirty (30) days prior to the end of the relevant subscription term.

6.3 Unless otherwise set forth in the Order Form, fees for automatic Renewal Terms will be invoiced monthly in advance. Airlog may change the pricing for the Renewal Term, provided information of any such pricing changes is provided to Customer in the invoice or otherwise, and with at least ninety days prior to the payment date.

6.4 Customer may add additional Named Users during the term of the Order Form by executing an addendum or additional exhibit to such Order Form, as applicable, which shall then become an integral part of the amended Order Form. The term of each addendum or exhibit shall be coterminous with the then-current term of the Order Form irrespective of the effective date of such addendum and all fees shall be prorated accordingly.

6.5 Customer is responsible for monitoring its use of the Service. Customer shall promptly report to Airlog any actual use in excess of the number of Named Users or other applicable usage metric authorised in the Order Form. Airlog shall invoice and Customer shall pay for any usage in excess of the usage metrics set forth in the applicable Order Form and Customer agrees to execute an addendum to such Order Form to reflect any excess. Such fees shall accrue from the date the excess use began. For the avoidance of doubt, Customer shall not be entitled to claim any reduction of the fees payable under the Order Form or reduce the Named Users (or other applicable usage metric) during the term of an Order Form or renewal.

6.6 Except as expressly set forth in this Agreement, all purchases of subscriptions hereunder are non-cancellable and all fees are non-refundable. Customer shall have no right to withhold or reduce fees under this Agreement or set off any amount against fees owed for alleged defects in the Service.

6.7 All fees not paid when due shall accrue interest at the rate allowed under applicable law, and may result in suspension of Customer’s ability to access the Service until payment is made provided Airlog has provided a fifteen (15) days written

6.8 All fees and other charges payable by Customer to Airlog under this Agreement are stated exclusive of taxes, VAT and all other taxes, levies and similar charges (and any related interest and penalties) imposed as a result of the existence of this Agreement. Customer shall be responsible for all such taxes. If any such tax or duty has to be withheld or deducted from any payment under this Agreement, Customer will increase payment under this Agreement by such amount and shall ensure that after such withholding or deduction Airlog shall have received an amount equal to the payment otherwise required.

6.9 Customer shall reimburse Airlog for all reasonable and appropriately documented travel and related expenses incurred by Airlog in performing any Consulting Services for Customer under this Agreement.

7 Term and Termination

7.1 The term of this Agreement begins on the effective date set forth in the applicable Order Form and shall continue in effect as described in the Order Form. Termination of individual Order Forms shall leave other Order Forms unaffected.

7.2 Notwithstanding the foregoing, a party may terminate this Agreement upon thirty (30) days written notice to the other party of such other party’s material breach of any provision of this Agreement unless the breaching party has cured such breach during such thirty (30) day period. In case of termination in accordance with this clause 7.2 by Customer, Customer shall be entitled to a prorata refund of prepaid fees for the applicable Service.

7.3 Upon the effective date of termination, Airlog shall upon the Customer's request, made thirty (30) days or more before the termination date, continue to provide the Service for an additional 90 days after the termination date under the same terms and prices as applied immediately before the termination date, subject to Customer's execution before the termination date of an Order Form for such continued Service subscription.

8 Confidentiality

8.1 Confidential Information shall not be used or reproduced in any form except as required to accomplish the intent of this Agreement. Any reproduction of any Confidential Information of the other party shall remain the property of the disclosing party and shall contain any and all confidential or proprietary notices or legends which appear on the original. With respect to the Confidential Information of the other, each party (a) shall take all reasonable steps to keep all Confidential Information strictly confidential; and (b) shall not disclose any Confidential Information of the other to any person other than individuals whose access is necessary to enable it to exercise its rights and/or perform its obligations hereunder and who are under obligations of confidentiality substantially similar to those set forth herein. Confidential Information of either party disclosed prior to execution of this Agreement shall be subject to the protections afforded hereunder. If the receiving party is compelled by law or legal process to disclose Confidential Information of the disclosing party, it shall provide the disclosing party with prompt prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the disclosing party's expense, if the disclosing party wishes to contest the disclosure.

8.2 The above restrictions on the use or disclosure of the Confidential Information shall not apply to any Confidential Information that: (a) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information, or is lawfully received free of restriction from a third party having the right to furnish such Confidential Information; (b) has become generally available to the public without breach of this Agreement by the receiving party; (c) at the time of disclosure, was known to the receiving party free of restriction; or (d) the disclosing party agrees in writing is free of such restrictions.

8.3 The parties shall not disclose the terms and conditions of this Agreement to any third party. Neither party shall use the name of the other party in publicity, advertising, or similar activity, without the prior written consent of the other, except that Customer agrees that Airlog may use Customer's name in customer listings.

9 Warranties

9.1 Airlog warrants that the Service will substantially conform to the specifications stated in the Documentation. The foregoing warranty shall not apply to the extent: (i) the Service is not being used in accordance with this Agreement and/or any Documentation; or (ii) any non-conformity is caused by third party products, content or service being accessed through the Service that are identified as third party products, content or service; or (iii) the Service being used was provided as no fee/trial license of the Service.

9.2 Airlog warrants that (i) it will perform any Consulting Services in a workman-like and professional manner consistent with generally accepted industry practices, and (ii) the Consulting Services and Derivative Materials will conform in all material respects with the descriptions set forth in the applicable Order Form, work order or deployment descriptions, as applicable.

9.3 Customer shall provide Airlog with prompt written notice of any non-conformity: (i) for the Service, within ninety (90) days of Customer’s discovery of such non-conformity, and (ii) for Consulting Service, within ninety (90) days of completion of the applicable Consulting Service.

9.4 Except as expressly provided in this Agreement, Airlog makes no representations, warranties or statements, express or implied, statutory or otherwise regarding any matter, including the merchantability, suitability, originality, or fitness for a particular use or purpose, non-infringement or results to be derived from the use of the Service or any Consulting Services, or that the operation of any such Service will be secure, uninterrupted or error free.

10 Limitation of Liability

10.1 Nothing in this Agreement shall exclude or limit either party’s liability for (i) death or personal injury caused by negligence; (ii) fraud, gross negligence or wilful misconduct; or (iii) any other liability which cannot be excluded or limited by applicable law.

10.2 Subject to clause 11.1 above, the aggregate liability of each party to the other shall not exceed an amount of damages exceeding the fees paid for the applicable Service in the twelve (12) month period preceding the date of the incident giving rise to such liability.

10.3 Save as provided in clause 10.1above, and regardless of the basis of liability, under no circumstances shall either party be liable to the other or any other party, for any loss or damage (whether or not the other party had been advised of the possibility of such loss or damage) in any amount, to the extent that such loss or damage is (i) consequential, indirect, special or punitive; or (ii) for any loss of profits, loss of business, loss of business opportunity, loss of goodwill, or loss of revenue or anticipated savings.

12 Miscellaneous

11.1 It is the intent of the parties that in case any one or more of the provisions contained in this Agreement shall be held to be invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid or unen-forceable provision had never been contained herein.

11.2 If either party should waive any breach of any provision of this Agreement, it shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision hereof.

11.3 Each party shall comply with the export control laws various countries, including without limitation the laws of the United States and European Union, which are applicable to the Service, Documentation and other materials, and which may prohibit use of the Service and materials in certain sanctioned or embargoed countries.

11.4 This Agreement and any claims arising out of or relating to this Agreement and its subject matter shall be governed by and construed under the laws of Denmark and the parties hereby submit to the exclusive jurisdiction of the Danish courts located in Copenhagen. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

11.5 All notices pursuant to this Agreement shall be in writing and shall be deemed duly given when delivered (certified or registered mail) to the respective offices of Airlog or Customer at the address first set forth in any Order Form.

11.6 Any delay or non-performance of any provision of this Agreement (other than for the payment of amounts due hereunder) caused by conditions beyond the reasonable control of the performing party shall not constitute a breach of this Agreement, and the time for performance of such provision, if any, shall be deemed to be extended for a period equal to the duration of the conditions preventing per-formance.

11.7 This Agreement constitutes the complete and exclusive statement of the agreement between Airlog and Customer in connection with the parties’ business relationship related to the subject matter hereof, and all previous representations, discussions, and writings (including any confidentiality agreements) are merged in, and superseded by this Agreement and the parties disclaim any reliance on any such representations, discussions and writings. This Agreement may be modified only by a writing signed by both parties. This Agreement shall prevail over any ad-ditional, conflicting, or inconsistent terms and conditions which may appear on any purchase order furnished by one party to the other, and any additional terms and conditions in any such purchase order shall have no force and effect, notwithstand-ing the non-furnishing party’s acceptance or execution of such purchase order.

11.8 Customer may not, without Airlog's prior written consent, assign, delegate, pledge or otherwise transfer this Agreement or any of its rights or obligations under this Agreement, or any Airlog materials or Airlog Confidential Information, to any party. Airlog may in its sole discretion subcontract parts of the Service to third-parties.

11.9 The following order of precedence shall be applied in the event of conflict or inconsistency between the components of this Agreement: (i) the Order Form; (ii) these General Terms and Conditions; and (iii) the product supplements, exhibits and appendices included with or referenced by the Order Form.

11.10 The parties are independent contractors, and no partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties is created hereby.

Data Processing Exhibit

When using the Service, various Personal Data may be transferred from the Data Controller to the Data Processor's server(s) and processed by the Data Processor on the Data Controller's behalf. The Personal Data involved and the permitted processing of such Personal Data by the Data Processor is described in further detail in the Exhibit below (hereinafter the "Da-ta Processing Exhibit”).
This Data Processing Exhibit specifies the data protection obligations of the Data Controller and the Data Processor relating to the processing and use of Personal Data and shall be applicable between the Data Controller and the Data Processor in respect of all activities where data processing occurs on behalf of the Data Controller.

1 Definitions

"Applicable Data Protection Law" means any applicable local regulations implementing the EU Directive 95/46, as may be applicable from time to time. "Data Controller" means the Customer which is providing Personal Data to the Data Processor pursuant to the terms of this Agreement. "Data Processor" means Airlog. “Instruction” means any specific instruction submitted by the Data Controller to the Data Processor directing the Data Processor to process Personal Data or instructions of a general nature set out in the Agreement or the Exhibit. The Instructions in clause 2.2 of this Data Processing Exhibit, and may be changed, amended or replaced by the Data Controller to the extent necessary at any time in writing. “Personal Data” shall have the meaning set forth in the local regulations implementing the EU Directive 95/46. "Sub-Processor" means any sub-contractor commissioned by the Data Processor to process Personal Data on behalf of the Data Processor in relation to the Service provided under the Agreement. All capitalized terms not defined in this Data Processing Exhibit are as defined in the Agreement.

2. Scope of Processing

2.1. The categories of Personal Data and data subjects under this Agreement are: Personal Data of Data Controller’s employees, including name and contact information (address, email, phone number, etc.).

2.2. Data Processor shall process and use Personal Data of the Data Controller according to the following scope, manner and purpose: Personal Data uploaded to the Service by or on behalf of Data Controller will be hosted and stored by Data Processer to be accessed and used by Data Controller via the functionality provided by the Service. Data Processor will access the Personal Data only if necessary and as needed to provide the Service described in the Agreement, to provide implementation of other professional services as may be requested by Data Controller from time to time, to provide Data Controller with support for the Service, and to provide disaster recovery activi-ties related to the Service.

3. Obligations of the Data Controller

3.1. The Data Controller remains responsible for compliance with Applicable Data Protection Laws, rules and regulations.

3.2. Any change, amendment or replacement of any Instruction by the Data Controller must be in writing.

4. Obligations of the Data Processor

4.1. Data Processor shall process and use Personal Data of the Data Controller only in accordance with the Instructions of the Data Controller and only for the scope, manner and purpose as set out in Clause 2 of this Data Processing Exhibit.

4.2. Data Processor shall implement and maintain appropriate organizational, administrative, physical and technical safeguards for the protection of the security, confidentiality and integrity of Personal Data and to protect against unauthorized access to or alteration, disclosure, destruction or loss of Personal Data.

4.3. The Data Processor must ensure that all the Data Processor’s personnel required to access the Personal Data are informed of the confidential nature of the Personal Data and comply with the instructions from the Data Controller and are not allowed to publish, disclose or divulge the Personal Data without the consent of the Data Controller.

4.4. The Data Processor shall against separate payment provide the Data Controller with full co-operation and assistance in relation to any complaint or request made by a supervisory authority if the Data Processor cannot themselves investigate the complaint or collect the information needed.

4.5. The Data Processor shall comply with any requirements established by any data protection or other government authorities necessary for the granting of approval by such authorities for the transfer of personal data outside of the European Economic Area (EEA), including adherence to the standard contractual clauses for the transfer of personal data from data controllers to processors established in third countries, under Directive 95/46/EC and the compliance with US-EU Safe Harbor certification requirement.

5. Sub-Processors

5.1. The Data Processor shall only be entitled to use Sub-Processors for the performance of its obligations under the Agreement subject to Data Controller’s written approval of such Sub-Processor. Data Controller acknowledges and approves Data Processor’s use of the following Sub-Processors to provide portions of the Service:

5.1.1. Render Inc; and

5.1.4. Google Analytics

5.2. The Data Processor shall be responsible for such Sub-Processors and agrees to obligate such Sub-Processors to adhere to the above data protection requirements at least to the same extent as to which the Data Processor is obligated. The Data Processor shall procure full compliance of the terms and conditions by such Sub-Processor.