General terms and conditions

GENERAL TERMS AND CONDITIONS FOR ENGAGEMENT WITH YELLOW BRAND PROTECTION AB

These general terms and conditions apply to all services that Yellow Brand Protection AB (YBP, we, our or us) provide to our customers.

1. Our services

We are a leading global provider of online anti-counterfeiting services. We specialize in brand protection and our goal is to eradicate brand piracy altogether. Our service delivers global far reaching and longterm results.

Through our technological expertise, local and global partnerships, and committed, highly qualified staff we can provide the best allround anti-counterfeit platform available anywhere in the world today.

Our aim is to always provide our services with constant availability, straightforward and with rapid and lasting results. Since we value availability, we can help you wherever you have a problem – anywhere in the world.

2. Fees and expenses

We believe that your costs should mirror the service that you need. Therefore, we always strive to adapt the fees according to the nature of the services requested. To the extent possible, we are willing to provide you with a preliminary estimate of the cost, set a budget or other fee arrangement. All fees are exclusive of VAT, sales tax and similar taxes, which will be charged according to law.

During the term of the engagement, YBP is entitled to annually, as of 31 December, increase fees pertaining to YBP’s services to you with maximum 3 percent.

3.Reporting of VAT registration no

YBP are legally obliged in some cases to provide information to the tax authorities on your VAT registration number and the value of the services we have provided to you. By engaging YBP you are deemed to accept that we will provide such information to the tax authorities in accordance with current regulations.

4. Invoicing

Unless otherwise agreed, invoices will be sent from us to you on a monthly basis.

The date of payment of invoices is due within 30 days of the invoice date, unless otherwise agreed.

Interest will be charged for any overdue day until the date of payment. The applicable rate of interest will be set according to the Swedish Interest Act.

5. Personal data and retention of documents

Our management of information adheres to the Data Inspectorate's guidelines. We protect our records technically and organizationally. If you wish to obtain information about the personal data that we process or if you have other questions regarding our personal data processing, you are welcome to contact us.

6. Limitation of liability

Our liability is limited to the damage you suffer, however maximum SEK 1,000,000. Our liability will be reduced by any amount that may be obtained under any insurance maintained by you or for you under any contract or indemnity to which you are a party or a beneficiary, unless it is contrary to your agreement with the insurance provider or third party or your rights against the insurance provider or third party are thereby restricted.

Unless specifically agreed, we will not accept any liability arising from failure to meet any determined date(s) or from failure to complete any part of work for you within a proposed time scale or if, due to events beyond our control, we are unable to start or continue work within the scope of engagement. In addition, YBP will not accept any liability if counterfeited products on Internet or elsewhere are not found by YBP’s search engine or personnel.

Notwithstanding the other provisions of this paragraph (6). YBP will at all times be liable to you for loss or damage caused by intent or gross negligence.

All limitations of liability applicable to YBP under these terms and conditions or any separate agreement with you will also inure in all respects to the benefit of, and apply to, any person working for YBP.

7. Working with others

YBP have an extensive network of other advisers in Sweden and abroad and we will be happy to help you to identify and instruct other advisers for a particular matter. If we instruct, engage or work together with other advisers, any such advisers will be considered to be independent of us and we assume no responsibility or liability for recommending others or for the work and advice of others.

We do not accept responsibility for fees or expenses charged by other advisers, whether these are paid by us and charged to you as disbursements or whether they are forwarded to you for payment. Any authority to instruct advisers includes authority to accept a limitation of liability on your behalf.

When we instruct other advisers we may, at your request, obtain fee quotes from them. Although we will assist you in any discussions with other advisers, we do not assume any responsibility for such quotes and/or arrangements.

8. Communication

We cannot accept any responsibility for risks connected to our means of communication.

If you would prefer that we do not communicate via the internet or e-mail in relation to a matter, please notify us.

Our spam and virus filters and security arrangements may sometimes reject or filter out legitimate e-mail. Accordingly, you should follow up important e-mails by telephone.

9. Marketing

YBP may in private dialogue with potential partners and customers mention that YBP have certain engagement for you. However, YBP will not use you as a reference customer or disclose any information regarding your specific engagements with YBP that are not publicly known, without your prior consent.

10. Intellectual property rights

All and any intellectual property rights which are developed, invented or otherwise arise in the course of YBP’s engagement for you are vested in YBP. Consequently, YBP shall not be liable to pay any compensation for such intellectual property rights. Irrespective of the aforementioned, all results of YBP’s online anti-counterfeiting services, including but not limited to search reports and facts pertaining to your trademark, whether it is generated through the software Zero or otherwise, are your exclusive property. After the conclusion of a matter, YBP will keep (or store with a third party) a copy of all results, documents and work products generated in a matter, whether on paper or electronically, for a period that YBP deem to be adequate. Without limitation in time YBP is also entitled to use all documents and work products for internal reference and development.

11. License

Subject to and in accordance with the terms of this Agreement, YBP hereby grants to you, a non-exclusive license to use YBP’s online anti-counterfeiting software “Zero”. You are not allowed to sub-license the software “Zero” to a third party. For the avoidance of doubt it is clarified that you may not allow any third party access to the software without prior written consent from YBP.

12. Term and termination

Your engagement with us, including but not limited to the licensed software “Zero”, as defined in your engagement letter, will commence when the engagement letter is duly executed and returned to YBP. The engagement will remain in full force and effect until the first anniversary of the commencement date of the engagement. At the end of the initial term, the engagement shall be automatically renewed for successive periods of 12 months unless terminated by you or YBP giving written notice to the other party not later than three (3) months prior to the expiry of the relevant term.

13. Confidentiality

All information which is not publically available, whether oral or written or in visual, electronic or tangible form, regarding or otherwise relating to a you or YBP or to any of their business matters, which has been disclosed or may be disclosed to the other party (the “Receiving Party”) or which the Receiving Party has or may otherwise become aware of in connection with this engagement, shall at all times be kept strictly confidential by the Receiving Party and not be used by it for any other purpose than the performance or enforcement of the engagement, nor be disclosed by it to any third party without the prior written consent of the other party (such consent not to be unreasonably withheld). The obligation of confidentiality does not apply when the Receiving Party is required by law, regulation or a governmental decision to disclose information.

14. Force majeure

If and to the extent that YBP’s performance of its obligations under its engagement is impeded or made unreasonably onerous by circumstances beyond YBP’s reasonable control, that it could not reasonably have been expected to have taken into account at the time the engagement was entered into or to have avoided or overcome the effects of, YBP shall be released from liability in damages and any other penalties for delay in performing or failure to perform such obligations.

15. Amendments

These general terms and conditions may be amended by us from time to time. The latest version can always be found on our website: www.yellowbp.com. Amendments of the general terms and conditions will apply only to assignments initiated after the amended version is posted on our website.

16. Governing law and jurisdiction

Our assignment and these terms and conditions are governed by and will be construed in accordance with Swedish substantive law. Any dispute in connection with these terms and conditions or our assignment for you, will be finally settled by arbitration in accordance with the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The place of the arbitration will be Gothenburg, Sweden.

Notwithstanding the other provisions of this paragraph, YBP will be entitled to commence proceeding for the payment of any amount due to us in any court of with jurisdiction over you or any of your assets.