Content License Agreement

The provisions of this Content License Agreement (“Agreement”) govern the terms by which you may download stock video content from PLATEBANK (as defined below) from or through the Site (as defined below).

Please read this Agreement carefully. By clicking “I agree” or “I accept”, or otherwise confirming your acceptance to this Agreement or downloading Content (as defined below) from PLATEBANK or allowing Content to be downloaded from PLATEBANK on your behalf, you agree to be legally bound by this Agreement. When you are accepting this Agreement or downloading Content by yourself or on behalf of other Person (as defined below) you also represent and warrant that you have the full legal authority to bind yourself or the other Person to this Agreement. If you do not have such authority or if you do not agree with these terms, do not accept the Agreement or download Content.

If you have any questions regarding the Site or this Agreement please contact us at the address below:

PLATEBANK B.V.
Chamber of Commerce number: 64443507
Address: Van Beuningenstraat 155 A, 1051XN Amsterdam, the Netherlands
Email: info@platebank.com
www.platebank.com

1. Parties

1.1 Your contracting party is PLATEBANK B.V. (Chamber of Commerce number: 64443507), a company duly incorporated and existing under the laws of the Netherlands and having its principal place of business at Van Beuningenstraat 155 A, 1051XN Amsterdam, the Nether-lands (“PLATEBANK”) who provides and operates the Site. PLATEBANK is a subsidiary of Platebank Oy, (Business ID: 2647197-8), a company duly incorporated and existing under the laws of Finland and having its principal place of business at Kulosaaren puistotie 38 A 7, 00570 Helsinki, Finland who is the owner of the Site.

1.2 PLATEBANK’s user registration system allows users of the Site to request PLATEBANK to register him/her or another Person, on behalf of which he/she is acting, as a Licensee (as defined below). In this Agreement “you” means the Person who has been registered as a Licensee by PLATEBANK.

2. Definitions

In this Agreement (and where the context so requires the singular shall include the plural and vice versa):

(i) “Account” means a user account set up by PLATEBANK e.g. for the purposes of submitting and managing Content;

(ii) “Agreement” has the meaning ascribed to it in the preamble above;

(iii) “Application” means any and all software, programme and application that may be provided by PLATEBANK in connection with the Site and that is intended for the upload and/or download of Content and management of other Content re-lated transactions on the Site;

(iv) “Confidential Information” shall have the meaning ascribed to it in Section 23 below;

(v) “Content” means any and all film and video footage and animation, and, as the case may be, other audio, visual, audiovisual or digital media works, whether generated optically, electronically, digitally or by any other means or in any media, to be used in the commercial or editorial productions of PLATEBANK’s customers. Meta Data forms part of the Content;

(vi) “Intellectual Property Rights” means a copyright, database right, trademark, patent, utility model, design patent and design and any other form of such statutory protection as well as trade secrets;

(vii) “Invoice” means the form invoice generated by the Site that sets out the clip(s) of Content You agree to license and the various rights associated with such clip(s), including the Project Type, Distribution/Use, Territory, Term, Client Name and Project Name, as well as the method of delivery and format. The Invoice shall be incorporated and made a part of this Agreement and all references to the Agreement shall include the Invoice;

(viii) “Licensee” or “You” means the Person purchasing the license under this Agreement or, if the purchaser is acting on behalf of another Person, the Person specifically named under Client Name on the Invoice / the Person who has been registered as a Licensee by PLATEBANK;

(ix) “Meta Data” means meta data enclosed to the Content, including, but not limited to, description texts, legends, references, headwords, data relating to place and/or time or technical characteristics or other similar characteristics, which enable the Content to be browsed;

(x) “Person” means an individual or legal entity, including, but not limited to, a company;

(xi) “PLATEBANK Affiliate” means an entity which is directly or indirectly controlling PLATEBANK, which is under the same direct or indirect ownership or control as PLATEBANK, or which is directly or indirectly owned or controlled by PLATEBANK;

(xii) “Project” means the final work product that is created by or on behalf of the Licensee using the Content as authorized by this Agreement;

(xiii) “Registered User” means a registered user of the Site;

(xiv) “Site” means the www.platebank.com web sites and any other websites of PLATEBANK and PLATEBANK Affiliates, any and all content, material and information presented on the web sites as well as any and all functionalities of the web sites. The Applications form a part of the functionality of the Site; and

(xv) “Terms of Use” mean PLATEBANK’s Terms of Use applicable to the Site as amended from time to time.

3. Purpose of the agreement

The purpose of this Agreement is allow you to license and download Content from PLATEBANK.

4. Grant of license

4.1 All licenses granted by PLATEBANK are conditioned upon Licensee’s compliance with the terms of this Agreement and PLATEBANK’s receipt of full payment of the amount identified in the Invoice.

4.2 Subject to the terms of this Agreement, and excluding the rights granted in Section 4.3, PLATEBANK grants You a perpetual, worldwide, non-exclusive, non-transferrable and non-sublicensable right and license to use, display, crop, and publish the Content identified on the Invoice in the Project solely pursuant to the rights and restrictions specified in the Invoice and this Agreement.

4.3 The license granted for the Content pursuant to this Agreement is non-sublicensable and non-assignable unless otherwise specified in the Invoice. Licensee may license and/or transfer ownership of the final Project in connection with the distribution of the final Project as may be necessary to effectuate the intended use set forth in the Project, however, such right does not extend to distribution or transfer of the rights to the Content outside of the Project. Any licensee or transferee of the Project shall be bound by the terms of this Agreement and Licensee shall be jointly and severally liable to PLATEBANK for any breach of the terms of this Agreement due to Licensee’s license of or transfer of the Project and shall indemnify PLATEBANK pursuant to Section 22.1.

5. General restrictions

5.1 Licensee shall not sub-license, sub-distribute, re-record, transfer, assign, sell, redistribute or provide to others any portion of the Content or its accompanying materials except as required with respect to the entire Project and expressly identified on the Invoice. You shall not store or share the Content via a database, library, image, video or audio storage network, configuration or similar arrangement, except as required to incorporate the Content in the Project as authorized herein and solely up to the time the Project is completed, or as otherwise set forth in the Invoice. Licensee shall not permit the Content to be available in any medium in a manner that enables third parties to download, extract or access the Con-tent as a standalone file. You may not upload a standalone file of the Content to file-sharing websites or social networking websites, unless authorized by PLATEBANK in writing.

5.2 Content is licensed on a per-project basis. If a single item of Content is used for multiple Projects, a separate License Fee (as described on the Invoice and below) shall apply and be reflected in the Invoice.

5.3 You shall not use the Content in any way that might be considered defamatory, libelous, obscene, pornographic, immoral or illegal. You also shall not use the Content in any manner that creates a false inference or places the Content in a context that is likely to result in bringing PLATEBANK or any content supplier of PLATEBANK into public disrespect, scandal, ridicule, or detract from the public image of PLATEBANK or any of its identified content suppliers. Any determination regarding the appropriate use of the content per Section 5.2 of the Agreement shall be at the sole discretion of PLATEBANK.

5.4 Content shall not be incorporated into a logo, trademark or service mark. If there are any incidental trademarks or logos contained in the Content, You shall not alter or use such marks in any way which implies an association with or an endorsement by the owner(s) of such logos or trademarks, and the inclusion of these incidental trademarks in the Content does not in any way imply such association with or endorsement of the Content. PLATEBANK does not grant any license or right under this Agreement to any trademark, service mark, trade dress or logo or to any third party footage, photographs or copyrighted images that appear in the Content. Except as set forth in Section 9, Licensee is solely responsible for securing the necessary clearances associated with the Content.

5.5 Any audio or music to certain performances or any associated compositions or arrangements that are included as part of or embedded in any Content is ambient sound only and may require additional clearances and/or licenses from the broadcaster owner or per-former or owner of rights in such audio or music. No license is granted herein for such audio or sound, unless authorized in writing by PLATEBANK prior to such use.

5.6 You shall be entitled to a total aggregate of ten (10) users of the Content within Your organization, provided all such users are either employees or agree to be bound by the Agreement, and that You remain liable for all use by such users. You may transfer files containing the Content to Your clients or ISP provided that such parties shall have no further or additional rights to use the Content and cannot access or extract it from any file You provide. You may physically transfer the Content and its archives from one location to another, in which case You may use the Content at the new location instead. You may allow subcontractors (for example, your post-production house) or distributors to use Content in any production or distribution process related to your final Project or end use. These subcontractors and distributors may not use the Content for any other purpose.

5.7 You are not permitted to use the Content (including still images) for product that is in-tended for resale or distribution where the primary value lies in the Content itself, such as, but not limited to, digital product (electronic templates for websites or applications, PowerPoint or Keynote templates, screensavers, software and mobile applications, video games, stand-alone backgrounds, wallpapers, stock elements or effects imagery elements) or physical product (DVDs, apparel, t-shirts, mugs, posters and any other printed product). You may not use or display the Content on websites or other venues designed to induce or involving the sale, license or other distribution of “on demand” products.

5.8 You may not use content marked “editorial” for any commercial, promotional, advertorial, endorsement, advertising or merchandising purpose. This type of content is not model or property released and is intended to be used only in connection with events that are news-worthy or of general interest (for example, in a blog, textbook, newspaper or magazine article).

5.9 Watermarked Content (“Comps”) may be used only for rough-cut, evaluation, or educational purposes only. You may not include Comps in any finished client work (whether public or for internal/corporate use), and may not include Comps in any publicly visible project (i.e. published on the web such as YouTube or Vimeo, used in broadcast media, or used in printed marketing materials) unless explicitly granted permission by PLATEBANK or an authorized partner. Comps used for educational purposes must be downloaded by students directly from the PLATEBANK site or an authorized partner. They may not be redistributed or embedded in educational software or online learning programs.

6. License fee

License Fee charged for Content depends upon Your particular use and will be set forth on the Invoice. All Content is licensed by the “clip” unless specifically noted on the Invoice. A “clip” is defined as a continuous scene from camera start to camera stop or as otherwise set forth on the invoice.

7. Payment

Unless Licensee is approved for credit terms, all licenses must be paid by credit card. All Content sales are final and cannot be returned. Except for material defects (see the Limited Warranty below), there are no refunds on Content licenses. Content prices are subject to change and prices established on the Invoice may change for future licenses of the same or similar type Content. It is agreed that a failure to pay the License Fees on the Invoice will be considered a material breach of this Agreement and if payment is not made in accordance with this Agreement, PLATEBANK shall have the right to revoke the license. In the event PLATEBANK revokes the license, You must cease using any Content immediately. You shall have no obligation to use the Content; however, payment is still required for any Content, whether or not such Content is used in the Project.

8. Taxes and duties

You are responsible for paying any and all applicable sales taxes, use taxes, value added taxes, customs and duties imposed by any jurisdiction as a result of the license granted to You, or Your use of the Content, pursuant to this Agreement in addition to the License Fee for the Content.

9. Releases and clearances

9.1 When available, model and property release status is displayed on the Site. Content that contains the likenesses or images of people or property for which no release is available is marked as “editorial”. While PLATEBANK makes commercially reasonable efforts to ensure the accuracy of Content release status, PLATEBANK makes no warranties and/or representations regarding such status. You are solely responsible for determining release requirements for the Content for your intended use. Contact PLATEBANK customer service if you require more information about the release status of Content.

9.2 PLATEBANK does not make any representations or warranties that it owns or licenses any rights related to or in any persons, places, property (real, personal or any other kind) or subject matter depicted in any Content. Items depicted in the Content may be subject to copyrights, trademarks, rights of publicity, moral rights or other rights of another party. No employee or representative of PLATEBANK may make, and You shall not rely upon, any representations or warranties other than those stated in this Agreement.

10. Downloading of content

10.1 You may download Content PLATEBANK only by downloading Content from the Site by using your Account and the Applications.

10.2 In addition to this Agreement you must always observe PLATEBANK’S Terms of Use and PLATEBANK’s Content download procedures outlined on the Site when downloading Content. Any breach or non-compliance with the Terms of Use or relevant Content download procedures will be deemed as a breach of this Agreement.

10.3 You are always solely responsible, and PLATEBANK assumes no liability, for the following:

(i) each and every access and use of the Site or your Account (or alleged access to them or use thereof) that occurs in conjunction with your user identification and corresponding password;

(ii) monitoring and supervising any logons, activity and transactions occurring in conjunction with your Account, including, but not limited to, the downloading and/or licensing of Content; and

(iii) the consequences of any of the foregoing.

10.4 You acknowledge and agree that PLATEBANK is authorized to accept your user identification and corresponding password as conclusive evidence that you wish to download and/or license Content or to request or to undertake other transactions pursuant to this Agreement.

11. Unauthorized use

Licensee acknowledges and agrees that any unauthorized or unlicensed use of any Content by Licensee constitutes infringement of copyright and other applicable laws and shall entitle PLATEBANK to exercise all rights and remedies available at law or in equity, including monetary damages against all users and beneficiaries of the use of such Content. In addition to any other fees, damages and penalties available at law or under this Agreement, PLATEBANK reserves the right to assess and You agree to pay a fee equal to five (5) times PLATEBANK’s License Fee for such misuse or unlicensed use of the Content. The foregoing is not a limiting statement of PLATEBANK’s or its suppliers’ rights or remedies in connection with any unauthorized use of the Content or any breach of this Agreement. Without limiting any of the foregoing, if, for any reason, the Content comes into the possession of any unauthorized third person, firm or corporation while it is in Your control and due to Your negligence or willful misconduct, You shall undertake reasonable efforts to recover the Content and to recover on PLATEBANK’s or its suppliers’ behalf any damages sustained by PLATEBANK or its suppliers by reason of the unauthorized use thereof.

12. Termination of licence

PLATEBANK reserves the right to terminate, revoke, and/or withdraw any and all licenses granted hereunder upon Your failure to comply with any provisions of this Agreement or make full payment when due for the Content. PLATEBANK shall be entitled to pursue all remedies available under copyright and other laws in the event You breach any term or ob-ligation of this Agreement. In the event of any termination, neither You nor any other person or entity covered by the license granted to You under this Agreement shall have any further right to make any use of the Content, including the Content that has been included in a produced or finished Project.

13. Electronic storage

In producing the Project authorized by this Agreement, You shall limit access to the Content to those having a bona fide need to facilitate production or creation of any such authorized Project. Upon termination or expiration of the Term of this Agreement, You agree to cease use of all Content and shall promptly delete or destroy all digital copies, except that You may retain one copy of the permitted work You create incorporating the Content as necessary for archival purposes.

14. Protection of content

If Content is licensed by You for use on the Internet, or other online or interactive media outlet, You shall use Your best efforts to protect and secure the Content to ensure that it cannot be copied, that it retains its linear production for which it was licensed, and cannot be searched and downloaded in broadcast or substantially comparable quality.

15. Copyright and trademarks

With the exception of Content that is in the public domain, all Content is copyrighted by PLATEBANK or its content suppliers and is protected by Finnish Copyright laws, international treaty provisions and other applicable laws. No title or intellectual property rights in the Content, except for the license granted herein, are transferred to You by this Agreement. PLATEBANK and its content suppliers retain all rights not expressly granted by this Agreement. Any trademarks, service marks, design marks, logos and/or trade dress included in the Content is subject to the exclusive owners of such marks and/or trade dress and no license to such marks is granted by this Agreement.

16. Credit

In the event any attribution credits are provided to any third parties in connection with any Project, You shall include a credit line that reads “Footage provided by PLATEBANK”, “PLATEBANK” or such other credit as separately identified in each Invoice for the Project. Such attribution credit shall be equal in all respects to any credit accorded to any other third party of comparable services.

17. Marketing and promotion

By using any Content, You grant PLATEBANK the right to display or reference Your derivative work using or incorporating such Content, in any reasonable marketing, educational, and/or promotional purpose as an example of customer usage.

18. Copy of usage

To ensure compliance with the terms and conditions of this Agreement, You agree to furnish PLATEBANK with a copy of Your Project after such Project is made available to the general public at no additional cost and solely upon PLATEBANK’s request.

19. Withdrawal

PLATEBANK shall have the right to withdraw Content because of actual or threatened litigation with respect to the Content; any binding declaration or order issued by a competent court or government authority that prevents the Content from being distributed; or any reason beyond PLATEBANK’s control. PLATEBANK shall give You as much advance notice as practicable of any such withdrawal. You acknowledge that PLATEBANK’s right to with-draw Content pursuant to this paragraph is of a special and unique character which gives it a peculiar value and that Your license or other exploitation of Content after the effective date of a notice of withdrawal could cause PLATEBANK irreparable injury and damage. You, therefore, agree that in addition to any right or remedy granted PLATEBANK hereunder, PLATEBANK shall be entitled to injunctive and other equitable relief against You to prevent any exploitation after the effective date of a notice of withdrawal. In the event of any notice of withdrawal by PLATEBANK, You agree to physically remove the Con-tent from Your premises, Your computer systems and Your storage (electronic or physical) and, to the extent possible, destroy, cease any use of or require any applicable party to cease any continued use of any Content incorporated into any finished Project at Your own expense.

20. Platebank warranties and disclaimers

20.1 PLATEBANK warrants (a) it has all necessary rights and authority to enter into and per-form under this Agreement; (b) subject to Section 9, Your authorized use of the Content will not violate any third party copyrights to the underlying Content, and (c) the Content shall be free from defects in material and workmanship for 30 days from the date of the Invoice.

20.2 EXCEPT AS PROVIDED IN THE LIMITED WARRANTY SET FORTH ABOVE, PLATE-BANK, ITS CONTENT SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND OR NATURE, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, PERFORMANCE, MERCHANTABILITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR FROM A COURSE OF DEALING OR USE IN TRADE.

20.3 While PLATEBANK strives for ensuring that the Site is available, operates correctly and without interruptions and is free from errors, software viruses or other malicious codes, PLATEBANK does not guarantee or assume any liability for your use of the Site (including, but not limited to, its unavailability, failure or improper operation).

20.4 PLATEBANK DOES NOT REPRESENT OR WARRANT THAT THE SITE MEETS YOUR REQUIREMENTS. THE SITE IS PROVIDED BY PLATEBANK ON AN “AS AVAILABLE” AND “AS IS” BASIS WITHOUT ANY REPRESENTATION, WARRANTY OR GUARANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

20.5 THE SOLE AND EXCLUSIVE REMEDY FOR A BREACH OF SECTION 20.1(c) OF THE LIMITED WARRANTY IS THE REPLACEMENT OF THE CONTENT OR REFUND OF THE LICENSE FEE, AT PLATEBANK’S OPTION.

20.6 PLATEBANK OR ANY PLATEBANK AFFILIATE (OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS OR AGENTS) SHALL IN NO EVENT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGE WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE SITE) OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF PLATEBANK OR THE PLATEBANK AFFILIATE (OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS OR AGENTS) HAS BEEN AD-VISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.

20.7 IN ANY EVENT THE TOTAL MAXIMUM AGGREGATE LIABILITY OF PLATEBANK OR ANY PLATEBANK AFFILIATE (OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS OR AGENTS) UNDER THIS AGREEMENT OR IN RESPECT OF THE ACCESS TO OR USE OR EXPLOITATION OF THE SITE IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO FIVE THOUSAND US DOLLARS (USD 5,000).

20.8 SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF PLATEBANK OR ANY PLATEBANK AFFILIATE (OR ANY OF THEIR DI-RECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS OR AGENTS) SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

21. Licensee warranties

You represent and warrant that (a) You are at least eighteen years of age and have the full right and authority to enter into this Agreement on behalf of You and/or the Person listed under Client Name on the Invoice, (b) Licensee’s use of the Content will comply with the terms and conditions herein and those set forth in the Invoice, and (c) You are responsible for determining whether Your use of any Content in the Project requires the consent of any other party or the license of any additional rights and obtaining such consents/licenses if required. Licensee further represents and warrants that the information that Licensee provides to PLATEBANK is accurate and true, including, without limitation, all credit card or other payment information and Licensee shall update such information as necessary.

22. Indemnification

22.1 Licensee indemnification obligations. You agree to defend, indemnify and hold harmless PLATEBANK, its content suppliers, licensors, and each of their respective directors, officers, employees, shareholders, partners or agents against all claims (including, without limitation, claims by third parties), lawsuits, demands, damages, judgments, costs and expenses (including reasonable attorneys’ fees and permitted and authorized costs) arising out of or related to (i) Your breach of the terms, restrictions, conditions, and/or warranties of this Agreement (including the Terms of Use and the terms, conditions, and restrictions identified on the Invoice), (ii) Your modification of any Content or combination of any Content, with any text or other content, (iii) Your failure to obtain any required or necessary re-leases or clearances or other permissions for Your use of the Content, (iv) except as set forth in Section 20 regarding PLATEBANK’s warranties, any violation of any intellectual property right or violation of any privacy or publicity right, or (v) the negligent conduct of You or any of Your employees, contractors, agents, clients, principals, or users.

22.2 PLATEBANK’s indemnification obligations. Provided that the Content is used in accordance with this Agreement, including the terms in the Invoice, PLATEBANK shall defend, indemnify and hold You harmless from all damages (excluding punitive damages), liabilities and expenses (including reasonable outside attorney’s fees and permitted and authorized costs), arising out of or related to PLATEBANK’s breach of the warranties to You in Section 20 above. Notwithstanding the foregoing PLATEBANK shall have no obligation under this section unless You provide PLATEBANK with written notice within fifteen (15) days of Your receipt of any claim subject to this indemnity and the right to defend or control the defense of such claim and shall not, in any case, have any obligation with respect to any claims covered under Section 22.1 above.

23. Confidentiality

You undertake not to, during the term of the Agreement and thereafter, disclose to third parties nor use for any purpose other than for the proper fulfillment of this Agreement any technical, financial or commercial information or information which is explicitly indicated to be confidential (hereinafter “Confidential Information”) received from PLATEBANK in whatever form under or in connection with this Agreement without the prior written per-mission of PLATEBANK. The above mentioned limitations shall not apply to Confidential Information which:

(i) was rightfully in your possession prior to disclosure hereunder; or

(ii) was in the public domain at the time of disclosure or later became part of the public domain without breach of the confidentiality obligations included herein;

(iii) was disclosed by a third party without breach of any obligation of confidentiality owed to you;

(iv) was independently developed by your personnel having no access to the Confidential Information; or

(v) was required to be disclosed by applicable laws or governmental authorities having jurisdiction over you.

24. Miscellaneous provisions

24.1 This Agreement is in addition to the Terms of Use, which by this reference are incorporated to this Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Terms of Use, the provisions of this Agreement shall prevail.

24.2 You acknowledge and agree that, in addition to this Agreement, you have reviewed the Terms of Use and any other agreements which may by reference be incorporated therein, and to the extent of their incorporation in this Agreement you agree to be bound by them. You further agree that this Agreement, the Terms of Use and, if any, such other agreements form the complete and exclusive statement of the agreement between you and PLATEBANK, which supersedes any proposal or prior agreement, oral or written, and any other communication between you and PLATEBANK relating to the subject of this Agreement.

24.3 No modification, deletion, amendment of any term or condition of this Agreement is binding on PLATEBANK unless made in writing and signed by PLATEBANK’s authorized representative.

24.4 PLATEBANK’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.

24.5 If any provision, or portion thereof, of this Agreement, or its application to any Person or circumstance, shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement, such provisions and their application shall not be affected thereby, but shall be interpreted without such unenforceable provision or portion thereof so as to give effect, in-sofar as is possible, to the original intent of the parties, and shall otherwise be enforceable to the fullest extent permitted by law.

24.6 PLATEBANK may assign this Agreement without your consent to a third party, provided however that such party agrees to be bound by this Agreement. You may not assign this Agreement to any third party without the prior written consent of PLATEBANK.

24.7 PLATEBANK may send any notice to you by an email to the email address that has been provided by you on your Account. You consent to receive communications from PLATEBANK electronically and agree that all agreements, notices, disclosures and other communications that PLATEBANK provides to you electronically satisfy any legal requirement that such communications be in writing.

24.8 Notwithstanding anything to the contrary in this Agreement, neither party shall be liable to the other for any delay or non-performance of its obligations hereunder in the event and to the extent that such delay or non-performance is due to an event of force majeure.

24.9 Events of force majeure are events beyond the control of the party, which occur after this Agreement become effective and which were not reasonably foreseeable at the time this Agreement become effective and the effects of which are not capable of being overcome without unreasonable expense and/or loss of time to the Party concerned, and provided further that such event could not have been prevented by reasonable precautions. Events of force majeure shall include, without being limited to, war, acts of government, natural dis-asters, fire and explosions.

25. Applicable law and dispute resolution

25.1 This Agreement shall be governed by the laws of Finland, excluding its choice of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement.

25.2 Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The Emergency Arbitrator provisions shall not apply. The number of arbitrators shall be one (1). The seat of arbitration shall be Helsinki, Finland. The language of the arbitration shall be English. You agree to reimburse PLATEBANK for its legal fees, costs and disbursements if PLATEBANK is successful in enforcing any of its rights under this Agreement including, without limitation, in connection with any action to collect payment.

Last Updated: August 15th, 2016