GELATO GLOBE TERMS & CONDITIONS

Last Updated Date: March 16, 2017

General

These terms and conditions (" Terms and Conditions ") set out the general terms and conditions applicable to the Services available through the cloud-based, digital Gelato Globe Platform available through www.gelatoglobe.com (" Platform ") provided by Gelato to the Customer (capitalised terms defined below). By using the Services, including by placing an order, these Terms and Conditions are deemed accepted by the Customer and the individual user confirms that he or she has the authority to bind the Customer on whose behalf he or she uses the Services.

Gelato will continuously develop and update the Services, and may from time to time update, supplement, replace, or otherwise modify these Terms and Conditions by posting the modified Terms and Conditions on the Platform. Such modified Terms and Conditions apply to all use of the Services, including all subsequent orders made.

Parties

" Customer " means the person or entity on whose behalf the User (as defined below) is making use of the Services.

If the Customer is incorporated in Brazil, China, Chile, India or Russia, " Gelato " means Gelato Brasil Distribuição De Materiais Impressos Ltda, Gelato Information Technology Shanghai Limited Company, Gelato Chile SpA, Gelato Print Services India Pvt. Ltd or OOO Gelato Rus, as the case may be. If the Customer is incorporated elsewhere, " Gelato " means Gelato AS, save for when the delivery of the Products (as defined below) shall take place in India, then "Gelato" means Gelato Print Services India Pvt. Ltd.

For the provision of Services, Gelato relies on partners and sub-contractors. Accordingly, the Customer accepts that Gelato may subcontract the Services, or any parts thereof, to any Affiliate (as defined below) or third party. Notwithstanding any such sub-contracting, Gelato remains solely responsible towards the Customer for the fulfilment of these Terms and Conditions.

Affiliate ” means in relation to any entity another entity which is Controlling, Controlled by or under common Control with the aforementioned entity; where "Control" means that an entity directly or indirectly (a) owns more than 50 per cent of the equity interests or voting rights of another entity or (b) otherwise has the power to direct or cause the direction of the management and policies of another entity, whether by contract or otherwise.

Description of the Services

Gelato offers certain services, including but not limited to brand management services and integrated printing services for the corporate market (the “ Services ”) through the Platform under the trademark “Gelato Globe”. Gelato connects independent local printers in a global network (the " Gelato Network ") and Customer orders are designated to be printed at one of the print facilities based on geographical location, machine capabilities, available capacity etc.

The Services may allow the Customer to insert and manage e.g. text, pictures, photos, corporate and personal data including metadata, audio, video, files (including print-ready files), templates, fonts and/or logos (" Customer Content ") at the Customer's account on the Platform and to order physical printed products (" Products ") to be delivered to the address that the Customer has specified.

User account

The Customer may decide to invite individuals, including its personnel and third party personnel, (each, a " User ") to register for an account on the Platform, and to authorise any such User to access specified Customer Content and functionality, to view, copy, modify, add, move and/or delete any or all of the Customer Content, and/or to place orders for Services on behalf of the Customer. Each User must accept the User Terms www.gelatoglobe.com/user-terms.

The Customer shall procure that any User adheres to the Terms and Conditions and the User Terms. The Customer remains liable for any acts or omissions, including non-payment or late payment, by any User. Gelato has under these Terms and Conditions no liability whatsoever vis-à-vis the User.

Ordering

The Customer will order print Services in accordance with the product description and prices specified on the Platform.

Price

The prices may vary from country to country. The current price list for the print Services and the distribution in each country is available on the Platform. The actual prices for an order will be specified to the Customer upon placing the order. Gelato will not be bound by any prices other than those specified when placing the order.

Payment

The Customer must pay for all payable Services ordered by credit card, PayPal account, debit card, or by such other means as Gelato deems satisfactory at the time of order. Payment will be taken in full at the time of the order unless Gelato offers the Customer to pay by invoice.

If Gelato offers the Customer to pay by invoice, and the Customer choses such option, Gelato will invoice monthly in arrears, and the Customer shall pay all invoices no later than 30 days after invoice date. Late payments may be charged with interest at a rate equal to the lower of one and one-half percent (1.5%) per month and the highest rate allowed by law except for in Brazil where the rate is equal to one percent (1.0%) per month. The Customer is in the event of late payment also responsible for paying all fees and costs related to collection, e.g. collection agency fees.

The Customer is not entitled to set-off any amount, whether under these Terms and Conditions or otherwise, against fees for the Services.

Gelato currently uses Adyen B.V. as the third party service provider for payment services (e.g. card acceptance, merchant settlement, and related services). By ordering the Services, the Customer agrees to be bound by Adyen B.V.’s Terms of Service and Privacy Policy .

Delivery

Upon completion of printing, all sets of printed Products ordered will be sent by regular post unless otherwise ordered by the Customer and accepted by Gelato. Gelato has the right to choose another carrier and carrier method, provided that the carrier and/or the method is/are of a similar quality and offer(s) a similar delivery time.

If the Customer has chosen tracked delivery, Gelato shall bear the risk of loss and damage to the Products during transportation. If the Customer has chosen non-tracked delivery, the order will be deemed delivered and title and risk of loss transferred to the Customer upon Gelato's delivery of the Products to any common carrier.

The Customer is responsible for performing the customs clearance of the Products and for payment of the customs (if any).

When placing an order, the Customer will be notified of an estimated delivery time. Gelato will use all reasonable efforts to ensure that the Products are delivered within the estimated timeframe, but shall not have any liability in that regard. Gelato will notify the Customer as soon as it becomes aware of circumstances that may cause substantial delay.

Orders that include more than one Product, may be produced at different locations due to the capabilities, capacity and delivery address and may therefore be delivered separately.

Gelato has no responsibility or liability for any errors or omissions in the shipping address, email address or other contact or billing information provided by the Customer. The Customer is responsible for ensuring that such information is accurate and up to date.

Return Policy

The Products are made specifically for the Customer upon order. Thus, an order that is placed cannot be changed or cancelled unless otherwise specified upon placing of the order.

If a Product is damaged upon delivery, or the Customer discovers any defect in a Product or is not satisfied with the quality of a delivered Product and avails itself of the rights provided for below, the Customer must notify Gelato by addressing Gelato´s customer service within 3 days after the date of receipt of the Product. The Customer may be requested to provide photographic or other documentary evidence of the existence of a defective, damaged or incorrect Product.

If a Product is damaged or contains defects, and this is not due to the carrier of a non-tracked delivery, force majeure or other circumstances outside Gelato's control, Gelato will provide the Customer with a reprint of the order. However, if Gelato's costs for delivering a reprint are disproportionate to the extent of the fault, Gelato may instead offer the Customer reasonable cash compensation e.g. reduction of the price.

The remedies provided for above are the Customer's sole remedies for the delivery of damaged or defective products and shall exclude to the fullest extent permitted by law any other remedy available to the Customer by law, contract or otherwise.

Customer Content

The Platform allows the Customer to create and manage Customer Content. The Customer is responsible for ensuring that the inserted Customer Content is suitable for the Customer's purposes, including but not limited to ensuring that the quality (resolution, colour, lightning, etc.) is adequate for printing. If the Customer is uncertain of the quality of the final Product, Gelato recommends that the Customer first places a small order, for the purpose of verifying the quality before placing a larger order.

Gelato is not obliged to monitor, pre-screen or edit the Customer Content uploaded to the Platform nor the Products produced. The Customer is solely responsible for the accuracy, substance, clarity, quality and legality of the Customer Content. Without limiting the foregoing, Gelato reserves the right to monitor and pre-screen Customer Content and to edit Customer Content that lacks accuracy, substance, clarity or quality.

Gelato may offer the Customer to perform pre-press as part of the Services in which case Customer is responsible for approving the soft proof. For avoidance of doubt, the provision of such a Service do not limit Customer´s responsibility for Customer Content for which Customer remains fully responsible.

If the Customer places an order which violates any law, which infringes any third party's rights or which Gelato finds inappropriate, obscene or immoral, the Customer agrees that Gelato may, without prior consent, cancel any order and after given five days prior written notice to the Customer delete its account and any related materials including, but not limited to, Customer Content and Personal Information (as defined in Gelato's Privacy Policy) and other data and that Gelato may prevent any further access by the Customer to any such data.

Provided any applicable law requires Gelato, its partners or sub-contractors to verify the certificates, licenses, approvals or other documents owned by the Customer prior to their performance of a particular order, Gelato will contact the Customer for those required supporting materials. In case the Customer fails to provide those documents or the documents provided are not sufficient according to the applicable law, Gelato is entitled to decline such order without any liability arising hereof.

Taxes

The Customer is responsible for all direct and indirect taxes, duties, local surcharges and the like levied on the Customer by any applicable law in connection with the Services and for any liabilities or claims brought by any public or governmental authority upon the Customer's use of the Services.

If the Customer is required to make any deduction or withholding on account of any direct or indirect taxes, duties etc. in connection with any payment to Gelato, then the payment to Gelato shall be grossed up such that the payment received by Gelato is equal to the invoiced amount net of any such deduction or withholding. Gelato will, upon the Customer's request, provide a tax resident certificate in order to reduce or eliminate the withholding tax.

The Customer shall defend, hold harmless and indemnify Gelato from and against all liabilities, costs and expenses, including reasonable legal fees and expenses, arising out of or related to the failure to remit withholding tax from any payment from the Customer to Gelato or to comply with any other obligations it may have under applicable tax law. The Customer undertakes to provide Gelato with original receipts to evidence the deduction of withholding tax and payment of any tax on behalf of Gelato to the corresponding public or governmental authority.

Intellectual property

The Platform consists of and contains intellectual property and other proprietary material protected by law. To the extent Gelato makes any such material or other content available for the Customer's use, Gelato grants the Customer a limited license to reproduce such for the sole purpose of using the Services for its internal business purposes. The Customer agrees not to copy, rent, lease, sell, distribute, or create derivatives or competing services based on Gelato's software and/or Services.

To the extent Gelato is required to do so, Gelato grants to the Customer a royalty-free, non-transferable, non-sublicensable, revocable, worldwide, non-exclusive license to use the software and associated documentation that is made available to the Customer via the Platform (“ Software ”) for the sole purpose of enabling the Customer to use the Services in the manner permitted by these Terms and Conditions. Some Software may be offered under open source license terms that Gelato will make available to the Customer. There may be provisions in the open source license terms that expressly override some of these Terms and Conditions.

Gelato may make available through the Platform certain plug-ins that enable the transfer of files or other content to the Services from specified third party software programs (“ Third Party Software ”) installed on the Customer's equipment. Gelato does not provide, license or authorize the Customer's use of such Third Party Software. The Customer must have a separate agreement in place with the licensor of the Third Party Software providing it with the right to access and use such Third Party Software. All intellectual property rights to any and all Third Party Software included in the Platform remain with the third party supplier of that Third Party Software or its licensors.

The Customer represents and warrants that it owns and/or has any and all required rights to insert, print, reproduce, create derivative works from, distribute and otherwise use the Customer Content as required for the use of the Services. The Customer grants Gelato a royalty-free, revocable, worldwide, non-exclusive and sub-licensable right to use, license, distribute, reproduce, and create derivative works from the Customer Content (in whole or in part) for the sole purpose of providing the Services and Products to the Customer.

Confidentiality

Either party undertakes not to disclose, transfer or otherwise make available to any third party information received or otherwise obtained in connection with these Terms and Conditions or the use of the Services, including but not limited to technical information, financial information, Software and Customer Content. The confidentiality obligation shall however not apply to information that (i) is or becomes part of the public domain through no violation of these Terms and Conditions; (ii) at the time of disclosure was already known to the receiving party; (iii) is developed by the receiving party independently of the information received or obtained hereunder; or (iv) is rightfully received from a third party not subject to the duty of confidentiality. Further, the confidentiality obligation shall not prevent Gelato from disclosing, transferring or otherwise making available information to any Affiliates, officers, shareholders, employees, directors or assignees, nor to any sub-contractors or licensors in connection with the provision of Services.

Limitation of liability

Gelato, its officers, shareholders, employees, agents, directors, Affiliates, assignees, sub-contractors and licensors is not responsible for any costs, losses or damages caused by (i) force majeure or other circumstances outside Gelato's control; (ii) lack of, delay of, or interruption of the Customer's access to the Platform or Services, (iii) mis-delivery of Products not ordered with tracking; (iv) unauthorised disclosure of, or access to, Customer Content or other confidential or non-public information relating to the Customer or the Customer Content; (v) lack of accuracy, substance, clarity or quality of the Customer Content; or (vi) inappropriate or unauthorized use of the Platform or Services by the Customer or anyone authorised by the Customer to use the Platform or the Services.

Neither Party will be liable, whether in contract, tort or otherwise, for any incidental, indirect, special or consequential damages, including but not limited to loss of profits, loss of revenue, interruption of business, or loss or damage to data.

Gelato's liability shall not under any circumstances exceed NOK 1 million (or the equivalent amount in any other currency) in respect of any given breach or series of related breaches.

If applicable law does not allow the limitations of liability to the extent set out above, the liability shall be limited to the extent permitted by applicable law.

Indemnification

If a third party rightfully claims that the Customer's use of the Services or Software provided by Gelato infringes that third party’s intellectual property right, and this is not due to circumstances outside Gelato's control (including that the Customer Content infringes a third party's intellectual property right) or to the Customer's breach of this Agreement, Gelato will indemnify the Customer against the Customer's reasonable costs or losses caused by such claim, provided that the Customer: (a) promptly notifies Gelato in writing of the claim; (b) allows Gelato to control, and cooperates with Gelato in, the defence, (c) does not conclude a settlement without Gelato's prior written consent, and (d) uses all reasonable endeavours to limit the costs and losses.

The Customer is responsible for (i) handling any third party claims alleging that the use of Customer Content infringes a third party's right; and (ii) any claims or investigations from government or authorities alleging that the Customer Content violates applicable law. The Customer is obliged to state to the relevant third parties and government authorities that such claims or investigations solely are the Customer's responsibility, and not the responsibility of Gelato. The Customer shall further indemnify Gelato against any reasonable costs or losses (including but not limited to damages, fines and reasonable legal costs) incurred by Gelato as a result of any claim or investigation alleging that the use of the Customer Content infringes a third party's rights or violates applicable law, provided that Gelato: (a) promptly notifies the Customer in writing of the claim, (b) allows the Customer to control, and cooperates with the Customer in, the defence, (c) does not conclude a settlement without the Customer's prior written consent, and d) uses all reasonable endeavours to limit the costs and losses.

Disclaimer

GELATO DOES NOT REPRESENT OR WARRANT THAT THE CUSTOMER'S USE OF THE PLATFORM AND/OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND THE CUSTOMER AGREES THAT FROM TIME TO TIME GELATO MAY TAKE DOWN OR REMOVE THE PLATFORM AND/OR SERVICES OR ANY FUNCTIONALITY THEREOF.

GELATO DOES NOT REPRESENT OR WARRANT THAT THE PLUG-INS OR SOFTWARE PROVIDED BY GELATO AND/OR THE INTERFACE TO ANY THIRD PARTY SOFTWARE WILL BE CORRECT OR FREE FROM ERRORS NOR DOES GELATO ACCEPT ANY RESPONSIBILITY FOR ANY THIRD PARTY SOFTWARE OR THE FUNCTIONALITY OF THE SAME.

AS THE PLATFORM OPERATES IN AN ONLINE ENVIRONMENT, GELATO DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM AND/OR SERVICES WILL BE FREE FROM ATTACK, VIRUSES, INTERFERENCE, HACKING OR OTHER SECURITY INTRUSION (WHICH MAY CAUSE LOSS, CORRUPTION, ACCESS OR DISCLOSURE TO CUSTOMER'S CONTENT AND MATERIAL), AND GELATO DISCLAIMS ANY LIABILITY RELATING THERETO.

THE CUSTOMER WARRANTS THAT ITS SUBMISSION OF PERSONAL DATA IN CONNECTION WITH THE USE OF THE SERVICE IS IN ACCORDANCE WITH APPLICABLE LEGISLATION, AND THE CUSTOMER SHALL DEFEND AND HOLD GELATO AND ITS AFFILIATES HARMLESS FOR ANY COSTS AND LOSSES CAUSED BY ANY BREACH OF SUCH WARRANTY.

Governing law

The Terms and Conditions shall be governed by the laws of the country in which Gelato (as defined in the "Parties" section above) is incorporated. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms and Conditions.

Arbitration

General

All disputes arising out of or in connection with these Terms and Conditions shall be finally settled by arbitration in the country in which Gelato (as defined in the "Parties" section above) is incorporated or, at Gelato's option, in the Customer's jurisdiction or in Gelato's ultimate parent company's jurisdiction.

All aspects of the arbitration proceeding, including but not limited to the award of the arbitrators and compliance therewith, shall be strictly confidential. The Parties agree to maintain confidentiality unless otherwise required by law.

Further provisions regulating arbitration on a jurisdiction-by-jurisdiction basis are set out below. In the event of any inconsistency between the general provisions set out above and such further provisions, the latter shall prevail.

Further provisions relating to arbitration in Brazil

If the place of arbitration is in Brazil, the arbitration shall be conducted under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. If such rules are silent on any procedural aspect, they shall be supplemented by the relevant provisions of Federal Law No. 9,307/96. The arbitration shall take place in the city of São Paulo, state of São Paulo, Brazil. The language of the arbitration shall be English.

Each Party retains the right to seek judicial assistance: (i) to compel arbitration; (ii) to obtain interim measures for protection of rights prior to the institution of arbitration, and any such action shall not be construed as a waiver of arbitration as the only means of dispute resolution selected by the Parties, and (iii) to enforce any decision of the arbitration tribunal, including the arbitration award. In case the Parties seek judicial assistance in the circumstances provided above, the courts of the city of São Paulo, state of São Paulo, Brazil, shall have jurisdiction.

Further provisions relating to arbitration in Chile

If the place of arbitration is in Chile, the arbitration shall be conducted under the Rules of Arbitration Procedure of the Arbitration and Mediation Center of Santiago, in effect at the time of its initiation.

The parties grant an irrevocable limited power of attorney to the Chamber of Commerce of Santiago, so that it may, upon written request of any of the parties, appoint an arbitrator from among the members of the arbitration corps of the Arbitration and Mediation Center of Santiago, who will be empowered to act as an arbitrator-at-law with regard to the substance of the dispute and ex aequo et bono with regard to the procedure.

There shall be no remedy against the arbitrator's resolutions. The arbitrator is especially empowered to resolve any matter relating to his/her competence and/or jurisdiction.

Further provisions relating to arbitration in China

If the place of arbitration is in China, the arbitration shall be conducted in Beijing at the China International Economic and Trade Arbitration Commission (“CIETAC”) in accordance with CIETAC arbitration rules in force at the date of applying for arbitration, and the language of the arbitration shall be in Chinese and English. The arbitral award is final and binding upon both parties.

Further provisions relating to arbitration in India

If the place of arbitration is in India, the arbitration shall be conducted under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules, and the seat of arbitration shall be Mumbai, India. The venue of arbitration shall be Oslo, Norway. The language to be used in the arbitral proceedings shall be English.

Further provisions relating to arbitration in other jurisdictions

If the place of arbitration is in any jurisdiction other than Brazil, Chile, China and India, the arbitration shall be conducted under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules

Severability

If any provision in these Terms and Conditions is invalid or unenforceable, this shall not affect any of the other provisions of these Terms and Conditions.

No agency

No agency, partnership, joint venture or franchise relationship is implied, intended or created by the Terms and Conditions.

Compliance with applicable law

The Customer is responsible for ensuring that any orders it places, including the Products ordered, are in compliance with applicable laws in the jurisdictions to where the order is to be delivered. Gelato has no responsibility in this respect.

Assignment

Gelato may, without prejudice to its continued liability, assign its rights or delegate it obligations under these Terms and Conditions, or any parts thereof, to any Affiliate or third party. Notwithstanding the generality of the foregoing, Gelato may assign the right to invoice or otherwise claim payment due under these Terms and Conditions.

Privacy

Gelato is the controller with respect to the processing of personal data in connection with the Services, including but not limited to processing of User data. Gelato may process such data in accordance with Gelato's Privacy Policy . By accepting the Terms and conditions, the Customer agrees that its Users will be subject to the Gelato's Privacy Policy .

Electronic communication

The Customer agrees that any notices, agreements, disclosures, or other communications that it receives electronically will satisfy any legal communication requirements, including any requirement that those communications be in writing

Contact information

The Customer may contact Gelato by sending correspondence to that address or by emailing us at support@gelatoglobe.com. The Customer can access a copy of these Terms and Conditions by clicking here: www.gelatoglobe.com/terms.