4Subsea Software Services General Terms and Conditions 1 KEY DEFINITIONS In addition to the words and expressions already defined herein, the following words and expressions have the following meanings in the Agreement. “Agreement” The order confirmation, quote or contract accepted by Customer in writing or online referring to this document, and the terms and conditions in this document. “API” The application program interface used to access a software service. “Effective Date” The date and year on which the Agreement is entered into. “Customer” 4Subsea’s counterpart in the agreement. In the case of a signed agreement Customer is specified on the Agreement. “End Users” Customer’s users who use the software services for their own use. “3rd party End Users” 3rd party users provided access to the Licensed Product by Customer, who use the Licensed Product to provide a service to Customer. “Exported Content” Downloaded copy of documents, dashboards, images, listing of metadata, timeseries data and videos created directly or in-directly by End-Users or 3rd party End Users using the Licensed Product under the terms of the Agreement. “Hosted Content” Content residing on 4Subsea servers created directly or indirectly by End-Users, customer systems, systems of 3rd party acting on behalf of Customer, 3rd party End Users using the Licensed Product under the terms of the Agreement, including, but not limited to, documents, dashboards, images, listing of metadata, timeseries data and videos. This also includes content generated by Contractor algorithms based on data provided as a whole or partly by Customer. “Licensed Product” APIs, software, software algorithms, metadata supporting such algorithms and documentation developed, marketed and/or licensed by 4Subsea to Customer under this Agreement – including Sublicensed Software. “4Subsea Software Services” All work and services provided by 4Subsea to Customer and/or to any 3rd party appointed by Customer or acting on behalf of Customer related to the Licensed Product and/or any other software under the Agreement, including but not limited to development, operation, maintenance, data migration and support. 2 Objective 2.1 This Agreement specifies the general framework for the licenses and services licensed and ordered by Customer from 4Subsea on Effective Date. Customer may at any time during the term of this Agreement order additional licenses and services from 4Subsea by means of a written document signed by both Parties. If such document specifies that it forms part of this Agreement and has been duly executed in writing by both Parties, it shall be incorporated into and governed by this Agreement. 3 License grants 3.1 Subject to the terms and conditions herein, 4Subsea grants to Customer under its Intellectual Property Rights a non-exclusive, non-transferable, royalty bearing, revocable, time-limited limited license to use, view, store, publish, display, market, and/or otherwise make use of the Licensed Product. 3.2 Subject to the terms and conditions herein, 4Subsea grants to Customer under its Intellectual Property Rights a non-exclusive, non-transferable, royalty bearing, revocable, time-limited limited license to use the API and other documentation, for the sole purpose of Customers’ adaptation and integration of its own services (apps, data etc.) into the Licensed Product. 3.3 For the avoidance of doubt, Customer will at its own risk and cost provide the development needed for the creation of the integration on the basis of the provided API and Documentation, unless Customer explicitly has ordered development services from 4Subsea. 3.4 There are no implied licenses granted under this Agreement and all rights, save for those expressly granted to Customer hereunder are expressly excluded and shall remain with and belong to 4Subsea and/or its licensors. 3.5 The rights under this license grant and all other license rights provided for in writing under this Agreement may only be exercised if and when Customer is current on all fees due to 4Subsea under the Agreement. 4 Fees and Payment 4.1 All fees under the Agreement are exclusive of customs, taxes, duties or excises in any form, all of which shall be borne by Customer. 4.2 Payments by Customer that are more than sixty (60) days overdue will be subject to a late charge equal to one (1) per cent per month or, if less, the maximum amount allowed by applicable law, on the overdue balance. 4.3 All fees under this Agreement are valid for 12 months from effective date. After 12 months, fees will be increased annually with 2%. 5 Support and SLA 5.1 It is 4Subsea’s objective that the Licensed Product is available to Customer on 24/7/365 basis. 4Subsea will use reasonable efforts to reach this objective. 5.2 From time to time, 4Subsea may have to close down Licensed Product or the access to Licensed Product due to regular maintenance, improvements or new versions of Licensed Product or software necessary for Customer to use Licensed Product. 4Subsea will, if the time and context so permits, inform Customer in advance of such interruptions in the availability of the Licensed Product. 5.3 If a not planned shutdown of Customer access to the Licensed Product is necessary or occurs, 4Subsea shall inform Customer as soon as practical possible. 4Subsea shall give the same priority to Customer regarding the correction of such error as 4Subsea gives to other users of the Licensed Product. 5.4 4Subsea will provide for continuous backup of Hosted Content. 5.5 4Subsea will use commercially reasonable efforts to provide Customer with technical support concerning the use of Licensed Product. For clarity, these services only include regular inquiries regarding the use of the 4Subsea software Services and its features. 6 Data ownership 6.1 Hosted Content provided by Customer or by any 3rd party acting on behalf of Customer is the property of Customer. 6.2 Data, information or insight derived by using the Licensed Product on Hosted Content, that is provided by Customer or by any 3rd party acting on behalf of Customer, is also regarded as the property of Customer. 6.3 Any changes made to the Licensed Product in order to provide data, information or insight based on Hosted Content is part of the Licensed Product. 7 Intellectual property rights 7.1 All intellectual property rights belonging to 4Subsea as of the Effective Date of this Agreement, and all rights, title and interest to existing technology, products and works of 4Subsea and all accompanying and associated materials as of the date of the Agreement, including, but not limited to such rights to Licensed Product shall remain exclusively with 4Subsea. 7.2 All right, title and interest to any software, products, technology and information developed by 4Subsea from time to time under the Agreement, shall remain exclusively with 4Subsea. 7.3 All intellectual property rights belonging to Customer as of the Effective Date of the Agreement, and all rights, title and interest to existing technology, products and works of Customer and all accompanying and associated materials as of the Effective Date of the Agreement shall remain exclusively with Customer. 8 Disclaimer of Warranty and Limitation of Liability 8.1 Except as set forth in Section 8.2., the Licensed Product and, any other license or services as licensed or ordered by Customer under the Agreement are delivered on a strictly «as is» basis. To the extent permitted by law, 4Subsea and its suppliers disclaim all warranties, either expressed or implied, statutory or otherwise, including without limitation warranties of functionality, fitness for a particular purpose or non-infringement. 8.2 Both Parties agree that they shall perform their services and obligations under this Agreement in compliance with all applicable laws and regulations. 8.3 For the avoidance of doubt, 4Subsea accepts no liability whatsoever towards (i) Customer, or (ii) Customers and their End Users or (iii) any other third person, as a result of Exported Content and Licensed Product or the use of 4Subsea Software Services. Customer shall indemnify and hold harmless 4Subsea of any claim and any related costs put forward to 4Subsea related to Customer’s distribution and/or use of the Hosted Content, Exported Content and Licensed Product or the use of 4Subsea Software Services. 8.4 Neither Party shall be liable to the other party in contract, tort or otherwise, whatever the cause thereof, for any loss of profit, business or goodwill or any indirect cost damages or expense of any kind, howsoever arising under or in connection with this Agreement, except for injury to persons or attributable to breach of Section 9 (Confidentiality) or to intentional misconduct or gross negligence. 8.5 The total and maximum liability of 4Subsea under any provision of this Agreement or any transaction contemplated by this Agreement shall in no event exceed an amount equal to the total amounts paid by Customer annually to 4Subsea under this Agreement. Notwithstanding the above, this limitation of liability shall not apply to damages attributable to breaches of Section 9 (Confidential Information) or to damages attributable to gross negligence or intentional misconduct. 9 Confidential Information 9.1 “Confidential Information” means the specific terms of the Agreement, and any information disclosed by either party to the other party, either directly or indirectly, in writing or in any other manner, relating to each party’s business and/or customers. Confidential Information shall not include information (i) already in the possession of the receiving party without an obligation of confidentiality; (ii) hereafter rightfully furnished to the receiving party by a third party without a breach of any separate nondisclosure obligation; (iii) publicly available without breach of this Agreement (i.e. information in the public domain). 9.2 Neither party shall use, or disclose to any person, company or any other body or organization, either during the term or after the termination of this Agreement, any Confidential Information except for purposes consistent with the administration and performance of a party's rights or obligations hereunder, or as required by law. 9.3 It is Customer’s policy not to publicly endorse other organizations through press releases or marketing materials. 4Subsea acknowledges and agrees that 4Subsea does not have the right (i) to advertise or publish the fact that Customer has contracted with 4Subsea, (ii) to use Customer’s name or logo in any advertisement, publication, articles, brochure or website, videos, social media, presentations or other marketing material, (iii) to make any press releases, either directly or indirectly, that are endorsements or create marketing collateral involving Customer; or (iv) to quote any Customer employee in any press release, except if Customer has given his prior written authorization to such press release. 10 Term and Termination 10.1 This Agreement shall commence on the day last signed (the “Effective date”) and continue for successive periods of 12 months (“Term”) each unless terminated earlier in accordance with the provisions set forth. 10.2 This Agreement may be terminated by either Party if the other Party fails to make any payment hereunder when due and such failure to pay is not remedied for a period of thirty (30) days after being notified of such non-payment. 10.3 This Agreement may be terminated by either Party prior to the end of its term if the other Party is in material breach of any term or condition of the Agreement and such breach is not remedied for a period of thirty (30) days after the Party in breach has been notified of such breach by the other Party. 10.4 Each Party may terminate this Agreement without cause by giving the other not less than 1 months’ written notice prior to the expiry of the current Term. 10.5 This Agreement terminates automatically, with no further act or action of 4Subsea, if a receiver is appointed for Customer or its property, Customer makes an assignment for the benefit of its creditors, any proceedings are commenced by, for or against Customer under any bankruptcy, insolvency or debtor's relief law, or Customer is liquidated or dissolved. Upon expiration or termination of this Agreement: (a) Customer shall immediately cease licensing and distribution of the Licensed Product, and all licenses, granted under this Agreement shall expire. The due dates of all outstanding invoices shall automatically be accelerated so they become due and payable on the date of termination or expiration, even if longer terms have been previously agreed; (b) Customer will return to 4Subsea or destroy (if so authorized in writing by 4Subsea) all copies of the Licensed Product and Confidential Information in Customer’s possession or control and cause an officer of Customer to certify in writing to 4Subsea that it has done so; (c) Each Party shall forthwith cease all use of the other party’s and its supplier’s trademarks and shall not thereafter use any mark which is confusingly similar to any trademark associated with the other party or its suppliers. 11 Miscellaneous 11.1 4Subsea and Customer are strictly independent companies and shall so represent themselves to all third parties. Neither party has the right to bind the other in any manner whatsoever and nothing in this Agreement shall be interpreted to make either party the agent or legal representative of the other or to make the parties joint ventures. 11.2 Neither party may assign this Agreement without the prior written consent of the other party, which consent or refusal shall not be unreasonably withheld. Notwithstanding the foregoing, either party may, upon notice to the other party, assign this Agreement and the licenses granted hereunder, to (i) any affiliate of such party, (ii) any corporation resulting from the consolidation or merger of such party with or into another corporation, or (iii) to any person or entity which acquires a majority of such party's issued and outstanding capital stock or substantially all of such party's assets. 11.3 Neither party shall be responsible for failure of performance due to causes beyond its control, including, but not limited to, accidents, acts of God, labor disputes and actions of any government agency. 11.4 4Subsea's rights to be paid and Customer's obligations to pay 4Subsea all amounts due hereunder, as well as Sections 4.2, 7, 8, 9, 10 and 11 shall survive termination of this Agreement. 11.5 Both parties shall use all reasonable efforts to amicably resolve any disputes arising in relation to the Agreement. 11.6 The Agreement shall be governed by and construed in accordance with the laws of Norway (except the conflict of laws). Each party hereby submits to the exclusive jurisdiction of Oslo City Court (Oslo tingrett) in Oslo, Norway. 11.7 If any provision of this Agreement is declared invalid by any court or tribunal, then such provision shall automatically be adjusted to the minimum extent necessary to the requirements for validity as declared at such time and as so adjusted, shall be deemed a provision of this Agreement as though originally included herein. In the event that the provision invalidated is of such a nature that it cannot be so adjusted, the provision shall be deemed deleted from this Agreement as though such provision had never been included herein. In either case, the remaining provisions of this Agreement shall remain in effect. ***