Terms & Conditions Cloud Subscription Consumer - reMarkable 1 - Australia and New Zealand

TERMS AND CONDITIONS – SUBSCRIPTION AGREEMENT

reMarkable AS, organization number 917 352 836, (“reMarkable”) has developed and sells paper tablets for reading, writing and sketching. The tablet is connected to a software and a Cloud Service which allows users to automatically and securely back up their work as well as synchronize their work between different devices (such as computers, mobile phones etc.). In order to use the tablet the customer must enter into this subscription agreement which gives the customer access to the Cloud Service (the “Subscription Agreement”).

reMarkable’ s cloud based platform “Cloud Service” enables the Customer to upload documents and data created on the tablet and synchronize their work between different devices (or equivalent service developed by reMarkable in the future which offers the Customer corresponding features and functions).

References in the Subscription Agreement to “Customer” shall mean the entity or person stated as “user” in the online login portal available at reMarkable’s website.

The Customer acknowledges to have read and understood the Subscription Agreement. The Subscription Agreement constitutes a binding agreement when the Customer has accepted the Subscription Agreement through the ordering process of the Cloud Service, subject to confirmation by reMarkable as mentioned in clause 1 below.

DESCRIPTION OF THE SERVICE

The Cloud Service and its features are described in further detail on reMarkable’s website.

The Customer may order the Cloud Service using the ordering process on reMarkable’s website. All orders are subject to acceptance by reMarkable at its discretion.

SUBSCRIPTION OPTIONS

A standard subscription is provided free of charge upon the purchase of the paper tablet.

reMarkable may in the future offer an upgraded Cloud Service with additional features. Premium subscription is subject to a rolling subscription fee in addition to the price paid for the tablet.

SUBSCRIPTION LICENSE AND SUBSCRIPTION PERIOD

The Customer is granted a limited, revocable, non-exclusive and non-transferable right to use the Cloud Service in accordance with the Subscription Agreement during the subscription period.

The Subscription Period starts running from the moment the Customer creates a customer profile on reMarkable’s website.

Unless otherwise specified in the ordering process, the subscription runs until terminated by either party, in accordance with section 4 below.

TERMINATION OF THE SUBSCRIPTION AND DUTIES UPON TERMINATION

The Customer may terminate the Subscription Agreement at any time and without cause through the customer profile on reMarkable’s website.

reMarkable may not terminate the Subscription Agreement during the 30 day refund period pursuant to the terms and conditions for purchase of the tablet, unless; 1) reMarkable offers another solution with similar capabilities, or 2) the Customer is in material breach of the Subscription Agreement pursuant to clause 9 below.

On the expiry of the refund period, the Subscription Agreement may be terminated by reMarkable with three month’s prior notice (current + three months), if termination is reasonably necessary to protect reMarkable’s interests.

Upon termination of the Subscription Agreement, the Customer will lose access to the Cloud Service. The Customer must ensure to download all data that the Customer wishes to retain from the Cloud Service before the subscription period expires or is terminated.

reMarkable provides a standard file format for such data export through the Cloud Service. reMarkable will upon the Customer’s consent keep the data stored in the Cloud Service after the termination of the Subscription Agreement.

TECHNICAL REQUIREMENTS

Information about the platform, hardware and software requirements for the Cloud Service is available here (“Technical Requirements”).

The Technical Requirements may be updated by reMarkable without prior notice. reMarkable shall, however, notify the Customer at least 60 days in advance if reMarkable will stop supporting previously supported Technical Requirements.

Amendments to Technical Requirements shall not affect the Customer’s use of the Cloud Service, but if the Customer fails to meet the Technical Requirements, subsequent updates and extensions to the service may become unavailable to the Customer.

The Customer shall be responsible for obtaining and maintaining all hardware, software, third party services and other equipment needed for the access and use of the Cloud Service, and is responsible for all charges and expenses related thereto, including internet access. reMarkable reserves the right to cancel access to the Cloud Service in the event that Customer’s failure to maintain and update its own hardware or software should represent a security risk for reMarkable.

SERVICE LEVELS AND PLANNED DOWNTIME

To the full extent permitted by law, the Cloud Service is provided “as is” and as a standardized service to anyone who has a valid subscription. The Cloud Service shall, however, fulfill the quality and accessibility requirements generally associated with this type of service. A subscription gives the Customer a right to use the Cloud Service as is at all times, and the Customer’s use is not conditional or tied to a specific version or functionality. reMarkable shall not be responsible for ensuring that the service fits atypical purposes for which the Customer uses the Cloud Service. reMarkable reserves the right to make improvements, add, modify or remove functionality. reMarkable may, however, not remove functionality which in reMarkable’s view is to be regarded as key features of the Cloud Service.

The Customer acknowledges that the Cloud Service will not always be completely free of errors and that the improvement of the Cloud Service is a continuous process. The Customer is further aware that successful use of the Cloud Service is dependent on equipment and factors that the Customer itself is responsible for (such as adequate internet connection) or which is outside of reMarkable’ s control. reMarkable is not liable for any discontinuance or disruption of the operation of the Cloud Service caused by a default in any third party service or by the Customer’s own circumstances which is necessary to access the service, including errors in internet connections, browsers, operating systems or other third party software. Third party software and operating system updates etc. may influence the usability of the Cloud Service, and reMarkable has no responsibility in this regard. reMarkable will however always use its best efforts to accommodate and develop the Cloud Service on the basis of updates etc. relating to hardware and software supported by reMarkable in accordance with the Technical Requirements specified above.

The Customer is responsible for backing up the content in the Cloud Service, and reMarkable encourages the Customer to do so in order to avoid loss of data. reMarkable shall under no circumstance be liable to the Customer for loss of data.

TO THE FULL EXTENT PERMITTED BY LAW, ALL WARRANTIES, CONDITIONS, GUARANTEES, TERMS AND REPRESENTATIONS AND UNDERTAKINGS WITH RESPECT TO THE CLOUD SERVICE, OTHER THAN AS EXPRESSLY SET OUT HEREIN, WHETHER EXPRESS, IMPLIED OR VERBAL, STATUTORY OR OTHERWISE, AND WHETHER ARISING UNDER THESE TERMS OR OTHERWISE, ARE HEREBY EXCLUDED INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.

PERSONAL DATA

reMarkable will manage the personal data which the Customer provides or uploads to the Cloud Service only to the extent necessary to fulfill its obligations pursuant to this Subscription Agreement.

For further information on reMarkable’ s management of personal data, including information about your rights as registered, please refer to reMarkable’ s Privacy Protection Statement, which is available at www.remarkable.com/legal.

CUSTOMER’S USE OF THE CLOUD SERVICE AND INDEMNITY

The Customer shall not use the Cloud Service in any way which violates any laws, infringes anyone’s rights (including but not limited to intellectual property rights such as copyright) or damages or interferes with the Cloud Service or any features on the Cloud Service.

The Customer shall ensure that the Customer’s log-in details, passwords, and equivalent obtained by the Customer in conjunction with registration are stored and used in a secure manner and cannot be accessed or used by third parties. The Customer agrees to notify reMarkable immediately of any unauthorized use of the above information or any other breach of security.

reMarkable has no obligation to monitor the Customer’s use of the Cloud Service in order to ensure compliance with the terms of this Subscription Agreement or Norwegian law. However, reMarkable reserves the right at all times to edit, refuse to post or to remove and delete any information or data, in whole or in part, if reMarkable reasonably suspects that there might be a breach of the Subscription Agreement or Norwegian law.

The Customer owns and is responsible for all data, information and material of any kind uploaded to the Cloud Service by the Customer, including personal data. Where applicable, the Customer is responsible for obtaining the appropriate authorizations for processing personal data. The Customer is also required to obtain the consent of the people involved where applicable. The Customer is fully responsible for ensuring that the data or information he or she uploads to the Cloud Service can be legally uploaded, that the data is legal and that the data does not violate third party rights, such as privacy rights, publishing rights, copyright, contractual rights, intellectual property rights or other rights.

The Customer undertakes to indemnify reMarkable for any third party claims arising as a result of the Customer’s use of the Cloud Service in breach of the Subscription Agreement.

TERMINATION FOR DEFAULT

It should be noted that the provisions of this clause [10] applies unless mandatory consumer protection legislation prescribes a better solution for the Customer. Mandatory consumer protection law complements the provisions of this Subscription Agreement.

reMarkable may terminate this Subscription Agreement with immediate effect if the Customer is in material breach of any provisions of the Subscription Agreement. Material breach includes but is not limited to (i) use the Cloud Service as part of any crime or illegal behavior (including without limitation all kinds of fraud), (ii) use of the Cloud Service in a manner that violates any policies or guidelines implemented by reMarkable from time to time with respect to the use of the Cloud Service or which may result in losses or the risk of loss for reMarkable or any third party, (iii) attempts by the Customer to amend the Cloud Service or to use any other software or hardware other than reMarkable’ s Software or hardware linked to the Cloud Service or (iv) payment default lasting more than 20 days, provided reMarkable has provided the Customer with at least one payment reminder (which may be sent my e-mail).

The Customer shall be entitled to terminate the Subscription Agreement with immediate effect if reMarkable is in material breach of the Subscription Agreement.

LIMITATION OF LIABILITY

To the full extent permitted by law, reMarkable shall only be liable for direct loss caused by reMarkable’s breach of the Subscription Agreement and shall not be liable for special, consequential or incidental damages or indirect loss or punitive or exemplary damages, unless caused intentionally. For the purposes of this agreement, indirect loss means loss of profits, loss of reputation, loss of data, and other losses which, in accordance with Norwegian law, are regarded as indirect losses.

However, if the Cloud Service is used for non-consumer purposes, the total liability for reMarkable, regardless of cause, is capped at the price of the Product.

FORCE MAJEURE

reMarkable shall not be responsible nor liable to the Customer for any failure or delay in performance due to circumstances beyond its reasonable control, including, without limitation, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, service outages resulting from equipment and/or software failure and/or telecommunications failures, power failures, network failures, failures of third party service providers (including providers of internet services and telecommunications). The performance of this agreement shall then be suspended for as long as any such event shall prevent the affected party from performing its obligations under this agreement.

INTELLECTUAL PROPERTY RIGHTS

The Cloud Service and all associated copyrights, know-how, trade secrets, trademarks and other intellectual property rights belong to reMarkable and reMarkable’ s suppliers. The Subscription Agreement does not imply any right for the Customer beyond the limited rights of use expressly granted in clause [2] above.

USE OF THIRD PARTIES

reMarkable may use sub-contractors to deliver the Cloud Service, including all support and maintenance services. To the extent a sub-contractor processes personal data for which the Customer is data controller, the Data Processing Agreement (Appendix 1) sets out requirements in this regard.

AMENDMENTS

reMarkable reserves the right to amend and change the terms of this Subscription Agreement by giving notice, unless the change is due to a legal obligation which implies a notice period.

Notice shall be given by e-mail to the e-mail address in your profile, and shall be deemed given to the Customer on the day the e-mail is sent.

In the event that reMarkable amends the Subscription Agreement and that amendment is detrimental to the Customer, the Customer has a right to terminate the Subscription Agreement without penalty.

NOTICES

All notices pursuant to the Subscription Agreement shall be submitted via reMarkable.com. All notices to the Customer shall be sent to the e-mail address provided by the Customer in the order form (or subsequently updated e-mail address).

COMPLAINTS AND DISPUTE RESOLUTION

If the Customer has questions relating to the Cloud Service or wishes to make a complaint, reMarkable may be contacted by via an online form at remarkable.com.

If a Customer wants an additional copy of the Subscription Agreement that the customer has accepted, reMarkable will submit this to the Customer upon request.

This Subscription Agreement shall be governed by and construed in accordance with the laws of Norway. Any disputes shall be referred to and finally resolved by the courts of Norway. The legal venue shall be Oslo City Court.