The Agreement

This Xeneta Service Agreement (the “Agreement”) is being entered into between Xeneta AS, a Norwegian limited liability company with a principle place of business at Biskop Gunnerus Gate 14A, 0185 Oslo, Norway (“Xeneta”) and the entity licensing the products or services licensed by Xeneta (“Licensee”).

Xeneta and Licensee are separately referred to as “Party” and jointly referred to as “Parties”
This API License Agreement is entered into between Xeneta and Licensee for Licensee’s purchase of the API (as defined below). The Parties agree as follows:

1. Purpose and License

a. Purpose
Licensee desires to license certain of Xeneta’s application programming interfaces and their associated tools and documentation, (“API”), that are designed to permit Licensee to receive data and content (“Content”) from Xeneta’s proprietary database so that Licensee can create an Application or service or enhance an Application or service (Licensee’s “Application”).

b. License
Subject to the terms and conditions of this Agreement, Xeneta grants Licensee a limited, non-exclusive, non-sublicensable, non-transferable, non-assignable license under Xeneta’s intellectual property rights during the term of this Agreement (a) to use the API to develop, test, and support the Application; (b) to distribute or allow access to Licensee’s integration of the API within the Application to end users of the Application; and (c) to display the Content received from the API within the Application. Licensee has no right to distribute or allow access to the stand-alone APIs.
The details of the API product licensed by Licensee are stated in Order Form

c. Developer Documentation
Licensee’s use of the API and display of the Content must comply with the technical documentation, usage guidelines call volume limits, and other documentation (“Developer Documentation”) described in this Agreement or instructed on Xeneta’s websites.
Xeneta may consent in writing (email acceptable) to increase the call volume limits, in which case such increased limits shall apply unless and until Xeneta revokes such consent (email acceptable).

2. Restrictions and Responsibilities

Except as expressly and unambiguously authorized under this Agreement or by Xeneta in writing, Licensee shall not:

a. disclose or provide the API, the Content or the Application itself to any person or entity other than to Licensee’s employees or independent contractors who are individuals, provided (a) such independent contractors enter into an agreement with Licensee at least as protective of Xeneta’s rights as this Agreement, and (b) Licensee hereby agree to be responsible for, and liable to Xeneta for, any breaches of such agreements by Licensee’s independent contractors

b. use the API or the Content for any purpose other than providing the Application which is described in Appendix B.

c. use the API in any manner that is competitive to Xeneta or the Xeneta Platform, or which substantially replicates products or services offered by Xeneta at any time. As determined in Xeneta’s sole discretion.

d. Use the API or Content for any illegal, unauthorized or otherwise improper purposes, or in any manner which would violate this Agreement, or breach any laws or regulations, or violate the rights of third parties;

e. Advertise the product or services of Xeneta’s competitors in the Application

f. Sell, lease, share, transfer, sublicense or fail to protect the confidentiality of any Content obtained through the API, directly or indirectly, to any third party.

g. use the API in a manner that, as determined by Xeneta in its sole discretion, exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of this Agreement. You may not use the API for any purpose which or might overburden, impair or disrupt the Xeneta Platform or related servers or networks.

h. use the API in conjunction with, or combine content from the API with, Xeneta content obtained through scraping or any other means outside the official Xeneta API;

i. Interfere with or disrupt Xeneta services or servers or networks connected to Xeneta services, or use the API in any manner that does or could potentially undermine the security of the Services, the API, Service Data or any other data or information stored or transmitted using the Services or disobey any requirements, procedures, policies or regulations of networks connected to Xeneta services, or transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature through Licensee’s use of the API;

j. copy adapt, reformat, reverse-engineer, disassemble, decompile, download, translate or otherwise modify the API, Content, Xeneta’s website other content or services through automated or other means.

k. include or use the Xeneta API Materials in, or in connection with, any application, website or other product or service that includes content that is disparaging of Xeneta, libelous or may otherwise be perceived as detrimental or harmful to Xeneta and its business and reputation, as determined in Xeneta’s sole discretion.

Licensee acknowledges that:

a. Licensee is solely responsible, and that Xeneta has no responsibility or liability of any kind, for the content, development, operation, support or maintenance of the Application. Without limiting the foregoing, Licensee will be solely responsible for (a) the technical installation and operation of its Applications; (b) creating and displaying information and content on, through or within its Applications; (c) ensuring that its Applications do not violate or infringe the Intellectual Property Rights of any third party; (d) ensuring that Applications are not offensive, profane, obscene, libelous or otherwise illegal; (e) ensuring that its Applications do not contain or introduce Malicious Software into a Service, an API, any Service Data or other data stored or transmitted using the Service; and (f) ensuring that its Applications are not designed to or utilized for the purpose of spamming any Xeneta subscribers, Agents or End-Users.

b. Licensee represents, warrants and covenants that (a) its Applications and the use of such Applications by its users, and the activities with respect to such Applications undertaken by Xeneta in accordance with the terms of this Agreement, do not and will not violate, misappropriate or infringe upon the Intellectual Property Rights of any third party; (b) Licensee will comply with all applicable local, state, national and international laws and regulations, including, without limitation, all applicable export control laws, and maintain all licenses, permits and other permissions necessary to develop, implement and Publish its Application; (c) its Application do not and will not contain or introduce any Malicious Software into the Service, the API, any Service Data, or other data stored or transmitted using the Service; (d) its Applications are not designed to or utilized for the purpose of spamming any Subscribers, Agents or End-Users; (e) it has all right, power and authority to grant the licenses granted to Xeneta herein; and (f) it acknowledges Xeneta’s right to charge transaction and/or listing fees as provided in Section 9 herein.

c. Licensee shall be solely responsible for its actions and the actions of its Users while using the Application and Content.

d. Licensee will respect and comply with the technical and policy-implemented limitations of the API and the restrictions of this Agreement in designing and implementing Applications. Without limiting the foregoing, Licensee shall not violate any explicit rate limitations on calling or otherwise utilizing an API.

3. Intellectual Property Rights

Except to the limited extent expressly provided in this Agreement, neither party grants, and the other party shall not acquire, any right, title or interest (including, without limitation, any implied license) in or to any intellectual property of the first party. All rights not expressly granted herein are deemed withheld. Xeneta shall maintain all rights, title and interest in and to the API, the Content, all its respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how, and any other intellectual property
Xeneta shall have a royalty-free, fully paid-up, worldwide, transferable, sub-licensable, irrevocable and perpetual license to implement, use, modify, commercially exploit and/or incorporate into the Services and/or the API any suggestions, enhancement requests, recommendations or other feedback Xeneta receives from Licensee.

4. Security

a. The Token
In order to use and access the API, Licensee must obtain API credentials (a “Token”) by becoming a Subscriber. Licensee may not share its Token with any third party, shall keep such Token and all Login information secure, and shall use the Token as Licensee’s sole means of accessing the API.

Licensee is solely responsible for the confidentiality of the Token and may not share the Token with any other developer or use it for more than one application or service. Licensee agrees to keep the registration, site, application or service information accurate, complete, and current for so long as Licensee uses the API. Licensee is responsible for all use that occurs under Licensee’s Token, including any activities by Licensee or Licensee’s employees, contractors or agents. If Licensee believes an unauthorized person has gained access to the Token, Licensee must notify Xeneta as soon as possible.

Xeneta reserves the right to revoke Licensee’s Token or terminate or limit any uses of the API if you violate this Agreement or we otherwise object to Licensee’s use of the API, including but not limited to, uses that enable virtual races or competitions and uses that replicate Xeneta sites, services or products.

b. Passwords
Licensee will issue usernames and passwords for each user of the Application. Licensee is responsible for maintaining the confidentiality of all usernames and passwords and for ensuring that each username and password is used only by the End User to which it was issued. Licensee agrees to immediately notify Xeneta of any unauthorized use of any username and password issued to Licensee’s Users, or any other breach of security known to Licensee. Xeneta shall have no liability for any loss or damage arising from Licensee’s failure to comply with the terms set forth in this Section.

c. Third Party End User License Agreement
In the event Licensee has the right to provide the Application or the Content to Third Parties in accordance with this Agreement, Licensee is obligated to enter into a valid and binding end-user license agreement with all users of the Application that contain provisions that contain all of the restrictions on the use of the Content as those contained in this Agreement. Additionally, such end user license agreement shall contain limitations of liability and warranty disclaimers with respect to the Content consistent with the limitations contained herein.

5. Temporary Suspension

Xeneta may temporarily suspend Licensee’s access to the API in the event that either Licensee or any of their End Users is engaged in, or Xeneta in good faith suspects Licensee or any of their End Users is engaged in, any unauthorized conduct (including, but not limited to any violation of this Agreement). Xeneta will attempt to contact Licensee prior to or contemporaneously with such suspension; provided, however, that Xeneta’s exercise of the suspension rights herein shall not be conditioned upon Licensee’s receipt of any notification. Licensee agrees that Xeneta shall not be liable to Licensee, any of its End Users, or any other third party if Xeneta exercises its suspension rights as permitted by this Section. Upon determining that Licensee has ceased the unauthorized conduct leading to the temporary suspension to Xeneta’s reasonable satisfaction, Xeneta shall reinstate Licensee’s access and use of the API. Notwithstanding anything in this Section to the contrary, Xeneta’s suspension of API is in addition to any other remedies that Xeneta may have under this Agreement or otherwise, including but not limited to termination of this Agreement for cause. Additionally, if there are repeated incidences of suspension, regardless of the same or different cause and even if the cause or conduct is ultimately cured or corrected, Xeneta may, in its reasonable discretion, determine that such circumstances, taken together, constitute a material breach.

6. Description of the Application

The Licensee is obligated to provide Xeneta with all necessary information regarding the Application, including the purpose of the Application and the number of End Users. This information will be outlined in Appendix B to this Agreement.
Any changes to information in Appendix B, or any other changes to the Application will need Xeneta’s prior written approval. Licensee shall notify Xeneta of any planned changes, and Xeneta will assess whether or not to approve the changes within 30 days of the Licensee’s notification. Xeneta’s consent cannot be unreasonably withheld.
Xeneta can, at all times, request Licensee to provide necessary documentation to prove the correctness of the descriptions of the Application.

7. Xeneta’s Obligations

a. The API
Xeneta shall provide the API to Licensee as described in Order Form and otherwise in accordance with this Agreement. Xeneta will use all reasonable efforts to ensure that the API and the Content is created in accordance with industry standards and in accordance with Licensee’s expectations.
Xeneta will develop and provide the Service in accordance with all applicable laws and regulations and in a professional manner.

b. Security
Xeneta will use commercially reasonable efforts to maintain appropriate administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Licensee Data in a manner consistent with what Xeneta supplies generally to its other Licensees. Notwithstanding the foregoing, Licensee acknowledges that, notwithstanding any security precautions deployed by Xeneta, the use of, or connection to, the Internet provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to the Xeneta Platform, data, API and Licensee Data. Xeneta cannot and does not guaranty the privacy, security, integrity or authenticity of any information transmitted over or stored in any system connected to or accessible via the Internet or otherwise or that any such security precautions will be adequate or sufficient.

c. Availability
Subject to the terms and conditions of this Agreement, Xeneta will use commercially reasonable efforts to make the Xeneta Service available with minimal downtime 24 hours a day, 7 days a week; provided, however, that the following are excepted from availability commitments:
(a) planned downtime (with regard to which Xeneta will use commercially reasonable efforts to provide at least 48 hours advance notice, and
(b) any unavailability caused by circumstances of Force Majeure described in section 13 (h)
Certain enhancements to the Xeneta Services made generally available at no cost to all subscribing Licensees during the applicable Subscription Term will be made available to Licensee at no additional charge. However, the availability of some new enhancements to the Xeneta Services may require the payment of additional fees, and Xeneta will determine at its sole discretion whether access to any other such new enhancements will require an additional fee. This Agreement will apply to, and the Xeneta Service includes, any bug fixes, error corrections, new builds, enhancements, updates, upgrades and new modules to the Xeneta Service subsequently provided by Xeneta to Licensee hereunder.
If Xeneta makes changes to the Services or to any of its products which will affect the Licensees Setup or the End Product, Xeneta is obligated to notify Licensee at least 30 days before such change is effective. Xeneta cannot make changes that will have cause the Licensee to not use the Services as anticipated.

d. Support
i. Support to end user
Licensee is solely responsible for providing all support, maintenance and technical assistance to End-Users of its Applications and Subscribers who access, deploy and/or purchase its Applications. Licensee acknowledges and agrees that Xeneta has no obligation to provide support or technical assistance to the users of Applications and Licensee shall not represent to any such users that Xeneta is available to provide such support. Licensee agrees to use commercially reasonable efforts to provide reasonable support to users of its Applications.
ii. Support to Licensee
Xeneta will provide Support to the Licensee if the API does not function as intended or as specified in the documentation provided by Xeneta.

8. Confidentiality

The Parties may from time to time, gain access to Confidential Information. The Parties may use Confidential Information only to the extent necessary to exercise its rights under this Agreement. Subject to the express permissions set forth herein, the Parties may not disclose Confidential Information to a third party without the prior express consent of the disclosing Party, provided in writing or by email. Without limiting any other obligation of Licensee under this Agreement, the Parties agree that it will protect Confidential Information from unauthorized use, access, or disclosure in the same manner that a Party would use to protect its own confidential and proprietary information of a similar nature and in any event with no less than a reasonable degree of care.

9. Payment

Licensee shall pay the fees as instructed in the Order Form.
Licensee agrees that:

a. Fees are calculated based on the product purchased and as described in Order Form

b. Payment obligations are non-cancellable, and fees paid are non-refundable

c. The Licensee cannot change the Product Bundle licensed or in any other way decrease the number of Calls licensed during the Subscription Term without Xeneta written approval.

d. User subscription fees are paid annually, in advance, on the date set forth on the Order Form and on each anniversary of that date. All amounts payable under this Agreement will be made without setoff or counterclaim, and without any deduction or withholding.

e. Xeneta shall invoice the Licensee for the applicable fee. Invoiced fees are due 30 days from the invoice date if nothing else is specified in the Order Form.

f. If the Licensee reaches 80% of the monthly call quota included in the product bundle stated in the Order Form, Xeneta will send out an email notification. If Licensee exceeds the monthly call quota included in the product bundle stated in the Order Form, Xeneta will temporarily terminate access to the API until licensee upgrades to the subsequent bundle by signing an updated Order Form.

g. Licensee is responsible for providing complete and accurate billing and contact information to Xeneta and notifying Xeneta of any changes to such information.

h. If Xeneta does not receive fees by the due date, then at Xeneta’s discretion, (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid; and (b) Xeneta may condition future purchases of Services and Order Forms on payment terms shorter than those specified in Section 9 (d).

i. If any amounts owed by Licensee for the API are Fifteen (15) or more days overdue, Xeneta may, without limiting Xeneta’s other rights and remedies, suspend Licensee’s access to the API until such amounts are paid in full.

j. Xeneta agrees that it will not exercise its rights under Section 9(h) or Section 9 (i) if the applicable charges are under reasonable and good-faith dispute and Licensee is cooperating diligently to resolve the dispute.

k. All fees stated or agreed to be paid by Licensee to Xeneta under this Agreement are exclusive of any indirect tax including but not limited to value added tax (VAT), Goods and services tax and sales taxes. Indirect tax where applicable, shall be payable by Licensee to Xeneta in addition to the fees stated or agreed.

10. Representation and Warranties; Disclaimer

a. Mutual Representations and Warranties.
Each party represents, warrants and covenants that: (a) it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, without the need for any consents, approvals or immunities not yet obtained; and (b) its acceptance of and performance under this Agreement shall not breach any oral or written agreement with any third party or any obligation owed by it to any third party to keep any information or materials in confidence or in trust.

b. Disclaimer.
EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION 10, THE XENETA API, SUPPORT ARE PROVIDED ON AN AS-IS BASIS. LICENSEE’S USE OF THE API AND SUPPORT IS AT ITS OWN RISK. XENETA DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS, STATUTORY AND IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, QUALITY, SUITABILITY, OPERABILITY, CONDITION, SYSTEM INTEGRATION, NON-INTERFERENCE, WORKMANSHIP, TRUTH, ACCURACY (OF DATA OR ANY OTHER INFORMATION OR CONTENT), ABSENCE OF DEFECTS, WHETHER LATENT OR PATENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THE EXPRESS WARRANTIES MADE BY XENETA IN SECTION 10 ARE FOR THE BENEFIT OF THE LICENSEE ONLY AND NOT FOR THE BENEFIT OF ANY THIRD PARTY. ANY SOFTWARE PROVIDED BY XENETA IS LICENSED AND NOT SOLD.
NO AGENT OF XENETA IS AUTHORIZED TO ALTER OR EXPAND THE WARRANTIES OF XENETA AS SET FORTH HEREIN. XENETA DOES NOT WARRANT THAT: (A) THE USE OF THE API WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (B) THE API WILL MEET LICENSEE’S REQUIREMENTS OR EXPECTATIONS; (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY INFORMATION OR OTHER MATERIAL OBTAINED BY LICENSEE THROUGH THE API WILL MEET LICENSEE’S REQUIREMENTS OR EXPECTATIONS; (E) THE API WILL BE ERROR-FREE OR THAT ERRORS OR DEFECTS IN THE API WILL BE CORRECTED; OR (F) THE SERVER(S) THAT MAKE THE API AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE API MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. XENETA IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS.

11. Indemnification

a. Xeneta Indemnity
During the Subscription Term, Xeneta, at its expense, shall defend Licensee and their respective officers, directors and employees (the “Licensee Indemnified Parties”) from and against all actions, proceedings, claims and demands by a third party (a “Third-Party Claim”) alleging that the API infringes any applicable copyright or misappropriates any trade secret and shall pay all damages, costs and expenses, including attorneys’ fees and costs (whether by settlement or award of by a final judicial judgment) paid to the Third Party bringing any such Third-Party Claim. Xeneta’s obligations under this Section are conditioned upon (i) Xeneta being promptly notified in writing of any claim under this Section, (ii) Xeneta having the sole and exclusive right to control the defense and settlement of the claim, and (iii) Licensee providing all reasonable assistance (at Xeneta’s expense and reasonable request) in the defense of such claim. In no event shall Licensee settle any claim without Xeneta’s prior written approval. Licensee may, at its own expense, engage separate counsel to advise Licensee regarding a Claim and to participate in the defense of the claim, subject to Xeneta’s right to control the defense and settlement.

b. Mitigation
If any claim which Xeneta is obligated to defend has occurred, or in Xeneta’s determination is likely to occur, Xeneta may, in its sole discretion and at its option and expense (a) obtain for Licensee the right to use the API, (b) substitute a functionality equivalent, non-infringing replacement for such the API, (c) modify API to make it non-infringing and functionally equivalent, or (d) terminate this Agreement and refund to Licensee any prepaid amounts attributable the period of time between the date Licensee was unable to use the API due to such claim and the remaining days in the then-current Subscription Term.

c. Exclusions
Notwithstanding anything to the contrary in this Agreement, the foregoing obligations shall not apply with respect to a claim of infringement if such claim arises out of (i) Licensee’s use of the API or Content or infringing Content; (ii) use of the API in combination with any software, hardware, network or system not supplied by Xeneta where the alleged infringement relates to such combination, (iii) any modification or alteration of the API or Content other than by Xeneta, (iv) Licensee’s continued use of the API after Xeneta notifies Licensee to discontinue use because of an infringement claim, (v) Licensee’s violation of applicable law; (vi) Licensee System or Application.

d. Sole Remedy
THE FOREGOING STATES THE ENTIRE LIABILITY OF XENETA WITH RESPECT TO THE INFRINGEMENT OF ANY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS BY THE XENETA SERVICE OR OTHERWISE, AND LICENSEE HEREBY EXPRESSLY WAIVES ANY OTHER LIABILITIES OR OBLIGATIONS OF XENETA WITH RESPECT THERETO.

e. Licensee Indemnity
Licensee shall defend Xeneta and its licensors and their respective officers, directors and employees (“Xeneta Indemnified Parties”) from and against any and all Third-Party Claims which arise out of or relate to: (a) a claim or threat that the Application or Licensee System (and the exercise by Xeneta of the rights granted herein with respect thereto) infringes, misappropriates or violates any third party’s Intellectual Property Rights; (b) Licensee’s use or alleged use of the API other than as permitted under this Agreement; or (c) arising from the occurrence of any of the exclusions set forth in Section 8. Licensee shall pay all damages, costs and expenses, including attorneys’ fees and costs (whether by settlement or award of by a final judicial judgment) paid to the Third Party bringing any such Third-Party Claim. Licensee’s obligations under this Section are conditioned upon (x) Licensee being promptly notified in writing of any claim under this Section, (y) Licensee having the sole and exclusive right to control the defense and settlement of the claim, and (z) Xeneta providing all reasonable assistance (at Licensee’s expense and reasonable request) in the defense of such claim. In no event shall Xeneta settle any claim without Licensee’s prior written approval. Xeneta may, at its own expense, engage separate counsel to advise Xeneta regarding a Third-Party Claim and to participate in the defense of the claim, subject to Licensee’s right to control the defense and settlement

f. No Consequential Damages.
NEITHER XENETA NOR ITS SUPPLIERS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS, LOST REVENUE OR LOST BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF XENETA OR ITS LICENSORS OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION, ANY SUCH DAMAGES ARISING OUT OF THE LICENSING, PROVISION OR USE OF THE API, SUPPORT SERVICES OR THE RESULTS THEREOF. XENETA WILL NOT BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.

g. Limits on Liability.
NEITHER XENETA NOR ITS SUPPLIERS SHALL BE LIABLE FOR CUMULATIVE, AGGREGATE DAMAGES GREATER THAN THE AMOUNTS PAID BY LICENSEE TO XENETA UNDER THIS AGREEMENT DURING THE PERIOD OF TWELVE (12) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM FIRST ACCRUED.

h. Essential Purpose.
LICENSEE ACKNOWLEDGES THAT THE TERMS IN THIS SECTION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SHALL APPLY EVEN IF AN EXCLUSIVE OR LIMITED REMEDY STATED HEREIN FAILS OF ITS ESSENTIAL PURPOSE WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE.

12. Term and Termination

a. Term
The term of this Agreement commences on the Effective Date, which is the date the Licensee has signed the Order Form and continues until the expiration or termination of all Subscription Term(s), unless earlier terminated as provided in this Agreement. The initial subscription term shall be for the period set forth on the Order Form (the “Initial Subscription Term”).
Licensee will be bound by this Agreement by signing the Order Form.
Except as otherwise specified in the applicable Order Form, Subscription Terms for all Users shall automatically renew for additional period equal to the expiring Subscription Term unless one party gives the other written notice of non-renewal at least thirty (30) days prior to the expiration of the then current Subscription Term (each, a “Renewal Subscription Term” and generically, “Subscription Terms”).
Any discounts applicable to the Initial Subscription Term shall not apply to any Renewal Subscription Term. Additionally, the per-unit pricing during any Renewal Subscription Term shall be the same as that during the immediately prior Subscription Term unless Xeneta has given Licensee written notice of a pricing increase at least thirty (30) days before the end of such prior Subscription Term, in which case the pricing increase shall be effective upon renewal and thereafter; provided however that no such pricing increase shall occur until after expiration of the then current Subscription Term.

b. Termination for Cause
A party may terminate this Agreement (and all Subscription Term(s)) upon written notice to the other party in the event the other party (a) files a petition for bankruptcy or has a petition for bankruptcy filed against it that is not dismissed within sixty (60) days after filing or admits its inability to pay its debts as they mature, makes an assignment for the benefit of its creditors or ceases to function as a going concern or to conduct its operations in the normal course of business and such termination shall occur immediately upon notice; or (b) commits a material breach of any provision of this Agreement and does not remedy such breach within thirty (30) days after receipt of notice from the other party or such other period as the parties may agree in writing.
Upon any termination for cause by Licensee, Xeneta shall refund Licensee any prepaid fees for the remainder of the terminated Subscription Terms after the effective termination date. Upon any termination for cause by Xeneta, Licensee shall pay any unpaid fees covering the remainder of the term of all Order Forms after the effective date of termination. In no event shall any termination relieve Licensee of the obligation to pay any fees payable to Xeneta for the period prior to the effective date of termination.

c. Effects of Termination.
Upon expiration or termination of this Agreement, (a) Licensee’s use of and access to the API and Xeneta's performance of all Support shall cease; (b) all Order Forms shall terminate; and (c) all fees and other amounts owed to Xeneta shall be immediately due and payable by Licensee. Xeneta shall have no obligation to maintain or return any Licensee Data. In addition, within ten (10) days of the effective date of termination each Receiving Party shall, if instructed to do so by the Disclosing Party: (a) return to the Disclosing Party, or at the Disclosing Party’s option, the Receiving Party shall destroy, all items of Confidential Information (other than the Licensee Data) then in the Receiving Party’s possession or control, including any copies, extracts or portions thereof, and (b) upon request shall certify in writing to Disclosing Party that it has complied with the foregoing.

13. Miscellaneous

a. Notices
All notices given under this Agreement shall be in writing. Written notice shall be deemed to have been given if mailed by prepaid registered mail, sent by e-mail or delivered to the address of the other Party.
Licensee agrees to provide accurate, current and complete information as necessary for Xeneta to communicate with Licensee from time to time regarding the API, issue invoices or accept payment, or contact Licensee for other account-related purposes.

b. Governing Law
The Agreement shall be governed by Norwegian law.
The Parties shall seek to solve amicably through negotiations, any dispute, controversy or claim relating to this Agreement.
If the Parties fail to solve such dispute, controversy or claim by an amicable written agreement within fourteen days after such negotiations have been initiated by a Party, such dispute, controversy or claim shall be submitted to the courts of Norway

c. Publicity and Marketing
This Agreement does not include any right for Licensee to use any trademark, service mark, trade name or any other mark of Xeneta or any other party or licensor. No rights or licenses are granted except as expressly and unambiguously set forth herein. If Licensee violates any of the foregoing restrictions, Xeneta shall own all right, title and interest relating to any and all inventions, works of authorship, designs, know-how, ideas and information made or conceived or reduced to practice, in while or in part, using the API. Licensee hereby agrees to make all assignments necessary to accomplish the foregoing ownership.

The Parties can agree to collaborate marketing efforts of the API or in other ways use each other’s logo or name publicly. All such initiatives will require the prior written consent of the other Party, and all details of such marketing efforts shall be approved by the other Party before launched.

d. Waiver
No term or provision of this Agreement shall be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted. No consent by either party to, or waiver of, a breach by either party, whether express or implied, shall constitute consent to, waiver of, or excuse of any other, different, or subsequent breach by either party.

e. Severability
If any provision of this Agreement is held invalid or unenforceable for any reason, the remainder of the provision shall be amended to achieve as closely as possible the economic effect of the original term and all other provisions shall continue in full force and effect.

f. Assignment
Licensee may not assign its rights or delegate its obligations under this Agreement without the prior written consent of Xeneta. Such consent cannot be unreasonably withheld, and subject to Licensee paying any applicable transfer or set-up fees.
Xeneta may assign the rights or delegate its obligations under this Agreement to another entity within the Xeneta Group.

g. Relationship of the Parties.
Xeneta is an independent contractor to Licensee. There is no relationship of agency, partnership, joint venture, employment, or franchise between the parties. Neither party has the authority to bind the other or to incur any obligation on its behalf.

h. Force Majeure.
Except for Licensee’s payment obligations, neither party shall be liable for any failure or delay in performance under this Agreement due to fire, explosion, earthquake, storm, flood or other weather; unavailability of necessary utilities or raw materials; Internet service provider failures or delays, or denial of service attacks; war, civil unrest, acts of terror, insurrection, riot, acts of God or the public enemy; strikes or other labor problems; any law, act, order, proclamation, decree, regulation, ordinance, or instructions of government or other public authorities, or judgment or decree of a court of competent jurisdiction (not arising out of breach by such party of this Agreement); or any other event beyond the reasonable control of the party whose performance is to be excused.

i. Entire Agreement.
This Agreement, including all Appendices and applicable Order Forms constitute the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous understandings, representations, discussions, negotiations, and agreements, whether written or oral, including, but not limited to any Purchase Orders or similar provided by Licensee.