PAY AS YOU GO – CONTRACTING PRINCIPLES

Gelato Air is a "pay as you go" platform and software as a service available from Gelato AS. Gelato Air is a new service that may undergo modifications from time to time or at any time, both commercially as well as technically, as Gelato AS considers appropriate at its sole discretion. As an inherent consequence of the software as a service concept the responsibilities of Gelato AS are limited as further set out below (e.g. Gelato Air is provided "as is" without any guarantees of availability and/or response times). User understands the importance of informing the End Customer of these limitations. User acknowledges that being a User of Gelato Air implies accepting the full legal and financial responsibility related to the usage made available by Gelato Air. Gelato AS may amend, add to, take out or otherwise update the terms unilaterally for any reason (e.g. in order to keep up with or alter the technical and commercial development of the service). Users must carefully review the terms whenever using the service provided hereunder, and be prepared that the terms are highly dynamic and will change over time. Users must be prepared to adapt their business strategies accordingly. The remedy availably to User upon dissatisfaction with amendments to the following Terms is the discontinued use of the service.

GELATO AS USER TERMS – GELATO AIR

These Gelato AS User Terms (“Terms”) contain the terms and conditions governing access to and use of Gelato Air (as defined below). You may not use Gelato Air if you do not accept the terms herein. Acceptance must be confirmed upon first log in on the User Dashboard and takes effect immediately upon such acceptance. The Terms are set by Gelato AS, address: Snarøyveien 30C, 1360 Fornebu, Norway, org. no. 991 753 591 (“Gelato AS”, “we”, “us” or “our”) and accepted by User with such company details as supplied in the User Dashboard ("User", "you"). Gelato AS together with User will be referred to as “parties”, each one as “party”. You represent that User is lawfully able to accept these Terms and that you have legal authority to bind User. Please see Clause 15 for definitions of certain capitalized terms used in these Terms.

1. GENERAL PROVISIONS

1.1. General. In accordance with terms and conditions set in these Terms, Gelato AS grants User a right to access and use Gelato Air through which User may offer its End Customer the opportunity to order Products from User which are printed and delivered by Gelato AS.

2. LICENSE PROVISIONS

2.1. License. Subject to the terms and conditions herein, User is granted a non-exclusive, personal license to use Gelato Air according to the terms and conditions stated herein, according to which User shall:
a) publish the User Branded Store; and
b) allow End Customers to access and use User Branded Store; (collectively, the “License”).

User shall not access or use Gelato Air under the License for any purposes other than to make it possible for the User´s End Customers to place End Customer Orders. The License is valid for one (1) User Branded Store and solely for User. The License may not be sub-licensed or otherwise be made available to any other entity without the prior written approval of Gelato AS. See also Clause 2.2 below on this subject.

User shall not publish any content in the User Branded Store or through Gelato Air that is protected by intellectual property rights unless User has acquired the proper rights to do so from applicable rights holders at User’s own cost and expense.

2.2. Geographic limitation. The License is limited to the Area. Products will only be shipped to End Customers in the Area for final use and consumption by those End Customers in the Area. Separate Terms must be entered into for other countries in which User offers its services. Affiliates of User in the same or other countries must enter into separate Terms.

2.3. Third Party Content and services. Gelato Air may contain third party content and services, such as: text, images, videos, audio, payment services or software. To the extent not possible or economically viable for Gelato AS to include or continue such third party solutions in Gelato Air, User may be required to enter into a direct contractual relationship with third parties for a continued proper operation of Gelato Air.

2.4. Prohibited Actions. In addition to other prohibited actions under these Terms, applicable law or other applicable terms or provisions, User shall not and shall use reasonable commercial efforts to ensure that End Customers do not:
a) perform actions with the intent of introducing to Gelato Air any viruses, worms, defects, Trojan horses, malware or any items of a disabling, disruptive or destructive nature;
b) interfere with or disrupt Gelato Air, related storage devices or networks over which such are provided;
c) copy, mirror, alter, disassemble, decompile or reverse engineer any of the User Branded Store or Gelato Air, or attempt to derive or extract the source code from all or any part of the software making up any of the foregoing;
d) sell, resell, license, sublicense, rent, lease, lend, market, transfer, assign, distribute, offer in a service bureau, time share, or otherwise part with or make available to any third party (except to the limited extent expressly provided for in Clause 2.1), in whole or in part, the User Branded Store or Gelato Air;
e) offer, for a fee or free of charge, services consisting of processing data through the use of the User Branded Store or Gelato Air other than the limited placing of End Customer Orders in accordance with these Terms;
f) create derivative works based on the User Branded Store or Gelato Air;
g) copy any designs, features, functions, integrations, interfaces or graphics of the User Branded Store or Gelato Air;
h) use any robot, spider, or other automated tool to retrieve and/or populate information to and from the User Branded Store or Gelato Air except to the limited extent otherwise expressly permitted by Gelato AS separately in writing or elsewhere in these Terms;
i) engage in practices such as “screen scraping”, “database scraping” or “automated form filling” to retrieve, test or obtain lists of users, orders or other information generated or processed by or stored via User Branded Store or Gelato Air; and/or
j) access the User Branded Store or Gelato Air for any benchmarking or competitive comparison purpose.

2.5. Malicious use. User shall not itself, and shall take reasonable steps in preventing End Customers from performing actions with the intent of introducing to Gelato Air any viruses, worms, defects, Trojan horses, malware or any items of a disabling, disruptive or destructive nature and shall without undue delay report any incidences that it becomes aware of to Gelato AS.

2.6. Order acceptance. User acknowledges and agrees that: (i) any solicitation by User or its representatives of End Customers Orders for the User Branded Store will be subject to the availability of the User Branded Store; (ii) except to the extent expressly set out elsewhere in these Terms, Gelato AS has no responsibility or liability whatsoever to User, its representatives or any End Customers with respect to the continued availability or operation of the User Branded Store or Gelato's AS acceptance of, or failure to accept, process or complete End Customer Orders for the User Branded Store from End Customers solicited by or via User or its representatives or otherwise; and, (iii) Gelato AS has the right to independently and at its sole discretion verify all End Customer Orders and reject without penalty any End Customer Orders for any reason.

3. AGREEMENTS

3.1. User's agreements with End Customers. User is fully responsible for the relation with the End Customer including but not limited to the End Customer´s usage of and its purchases made in the User Branded Store. User is solely responsible for ensuring that the End Customer terms and conditions are in line with applicable laws in the Area and applicable terms herein in order to avoid End Customer dissatisfaction and risk of liability to Gelato AS. Schedule 1 contains a list of provisions User must ensure are included in its End Customer terms and conditions and are complied with by those End Customers. User shall upon request send a copy of its current End Customer terms and conditions to Gelato AS. User shall update its End Customer terms and conditions within three (3) days of Gelato AS updating Schedule 1. For avoidance of doubt, User is solely responsible for providing all relevant information to the End Customer even though the information should not be included in Schedule 1.

3.2. Updating of Terms. Gelato AS may, at any time and from time to time, update, revise, supplement, replace, and/or otherwise modify these Terms and/or impose new or additional rules, policies, terms, or conditions on User and End Customers with respect to use of Gelato Air, the User Dashboard, the User Branded Store and/or any Services hereunder. Such updates, revisions, supplements, replacements, modifications, and additional rules, policies, terms, and conditions (collectively referred to as “Revised Terms”) will be effective immediately upon Gelato AS posting the Revised Terms on the Gelato AS site or on the User Dashboard (as the case may be). The Terms in place at the time of End Customer placing an End Customer Order will govern the applicable End Customer Order. Any continued use of Gelato Air, the User Dashboard, the User Branded Store and/or the Services will be deemed to constitute acceptance of any and all such Revised Terms. Gelato AS may also notify User via the e-mail address registered with Gelato AS of the Revised Terms, although any continued use by User of Gelato Air, the User Dashboard, the User Branded Store and/or the Services once the Revised Terms are posted on the Gelato AS site or on the User Dashboard shall continue to constitute acceptance by User of the Revised Terms.

3.3. Monitoring. To ensure quality and verify compliance with these Terms, Gelato AS may monitor the use of the Gelato Air (including but not limited to the User Dashboard, the User Branded Store and/or the Service). Gelato AS reserves its right to investigate and audit whether User complies with these Terms and any other instructions issued by Gelato AS, including review and auditing any records relating to User and its activities relating to Gelato Air or any Service hereunder

4. GELATO AIR

4.1. Access to Gelato Air. Gelato AS will give User access to Gelato Air upon acceptance of these Terms and the fulfilment of the requirements stated in Clause 4.2 (i), (iii), (iv) and (v) below.

Access to the User Dashboard will be through the use of a personal user name and password set by User. User can in the User Dashboard establish additional users with separate personal usernames and passwords. User and/or individual employees at User shall not share any such user name and password with anyone inside or outside its organization and shall be responsible for any use of User Dashboard through the unique user names.
The User Dashboard will be available in English.

4.2. User Responsibility. User is responsible for managing the User Branded Store in a professional manner and to fulfil the following requirements:
(i) User shall appoint a Gelato Air Key Account Manager. The Key Account Manager must pass any exams in relation to this responsibility provided by Gelato AS.
(ii) The Gelato Air Key Account Manager shall actively market the User Branded Store to User´s customer base and drive external traffic to the User Branded Store.
(iii) User shall provide an initial sales and marketing plan for the first three months to be reviewed and approved by Gelato AS.
(iv) User shall set revenue and End Customer targets for the User Branded Store that shall be reviewed by Gelato AS and thereafter informed and incorporated within the User organisation. Based upon the targets Gelato AS reserves the right to prioritize towards which Users to focus its attention.
(v) User shall confirm that Gelato Air and the User Branded Store does not violate any legislation applicable in the Area.

User is responsible of translating the User Branded Store and its content into the language in the Area.

In addition, should User have acquired the right to use its own designs, templates or trademarks in the User Branded Store, User is entirely responsible as follows;
(i) User warrants having full ownership and intellectual property rights to the designs, templates and trademarks to be used in the User Branded Store.
(ii) User warrants having received all required approvals from any third party having any rights to or which are present by name or picture in the designs and templates to be used.
(iii) User warrants that the designs, templates and trademarks provided are ethically and morally correct and not in violation of any laws in the Area.

Should any designs, templates or trademarks provided by User be considered unlawful, illegal or inappropriate by Gelato AS at its own discretion or if such material infringes any intellectual property rights of a third party Gelato AS reserves the right to exclude such designs, templates or trademarks from the User Branded Store.

4.3. Gelato AS Responsibility. Gelato AS will provide Products in accordance with End Customer Orders and is responsible for the distribution of the Products to the End Customer.

An End Customer Order shall be deemed to be placed when the End Customer payment has been approved, as evidenced by the payment partner that Gelato AS has chosen for the Area. Gelato AS may at any stage refuse to execute or deliver an End Customer Order if it finds, at its own discretion, that it contains illegal or inappropriate material. If the End Customer Order has already been approved, Gelato AS will reimburse the End Customer. Should an End Customer Order be suspected to contain unlawful material. Gelato AS reserves the right to report to the police or other applicable government authorities any suspected unlawful content or activity.

The End Customer Order will be processed by Gelato AS who will secure printing and distribution of the ordered Products. All ordered Products shall be delivered by the delivery option selected by the End Customer when placing the End Customer Order to the address stated in the End Customer Order.

Should User have acquired the right to use its own designs, templates or trademarks in the User Branded Store, Gelato AS will, after receiving them in correct and required format from User, prepare and activate the designs, templates and trademarks in the User Branded Store. For avoidance of doubt, User is solely and entirely responsible for the designs, templates and trademarks in accordance with Section 4.2 above.

4.4. Linked Websites. Gelato Air may for the provision of the Services and/or for meeting any legal requirements contain links to other websites that are not owned or operated by Gelato AS. User agrees that Gelato AS provides links to such websites solely as a convenience and has no responsibility for the content or availability of such websites, and that Gelato AS does not endorse such websites or any products or services associated therewith. Users potential usage of such websites will be subject to the terms of use applicable to each such website.

4.5. Branding. User may place User brand on pre-defined selected parts in the User Branded Store. User may via the User Dashboard customize certain text and images in the User Branded Store.

User may use the brands owned by Gelato AS only in strict accordance with Gelato's AS instructions and subject to prior written approval by Gelato AS; and User shall promptly adapt to such instructions or any requirements set forth in such prior written approval from Gelato AS.

User is obliged to inform Gelato AS if there are any legal conditions in the Area that restricts Gelato's AS usage or legal protection of its brand.

User approves that Gelato AS related attributes will be displayed in the User Branded Store.

The deliveries will be marked with Gelato AS as the sending party.

The above-mentioned terms do not grant a party any right, title, or interest in or to the other party's trade names, company names, logos, trademarks or other branding. User acknowledges and agrees that the Gelato AS brands e.g. Gelato Air, Gelato Cloud and Optimalprint are the exclusive property of Gelato AS.

4.6. End Customer Support. User shall be responsible for all End Customer support. The User shall provide a professional End Customer support corresponding to the services offered in its User Branded Store i.e. the User shall provide support related to End Customer Orders and their deliveries. The End Customers shall receive qualified support within reasonable time. It shall be considered material breach of these Terms should the User fail to provide professional End Customer Support.

Gelato AS will, through the User Dashboard, provide the User with information required for User to perform customer service.

4.7. Storage capacity. Gelato AS shall provide storage for the User´s content and End Customer's Orders during a period of thirty (30) days. If an End Customer is inactive for more than thirty (30) days Gelato AS reserves the right to delete User or such End Customer´s content e.g. pictures and images.

Should User use more than at the time assigned and designated storage space for a User, Gelato AS reserves the right to charge the related fees at the prices stated in the current Price List. Storage usage shall be calculated by using a daily average over the last thirty (30) days. The User may monitor its storage usage through the User Dashboard.

User agrees that if it goes over the allocated storage space, Gelato AS will charge and User shall pay a storage fee for each one (1) GB block used in whole or in part. For clarity and without limiting the generality of the foregoing, if User uses point five (.5) GB over the allocated space, User will be charged for one (1) GB, if the User uses one point three (1.3) GB, User will be charged for two (2) GB. User will have the option to pre-purchase blocks of additional space above and beyond the storage space included in the plan. Such blocks of additional space shall be sold as a recurring add-on to the plan subject to the terms and conditions herein.

Should User use more than the designated database storage, Gelato AS reserves at its option the right upon prior notice of fourteen (14) days to (i) demand that User to clean its database storage to reduce it below the designated storage threshold permitted by Gelato AS and/or (ii) charge User a storage fee as Gelato AS deems appropriate for so long as User exceeds such designated storage threshold permitted.

Gelato AS reserves the right to immediately close down the User Branded Store should User and/or End Customer from one day to another increase the storage capacity used with more than one hundred percent (100%) or if an increase is, according to Gelato's AS judgement, affecting the performance of Gelato Air.

Gelato AS, in its sole discretion, may select to take any or all of the above actions; however it has no obligation to take any of the above actions.

4.8. CPU capacity. High usage levels of the CPU capacity could potentially influence the performance of Gelato Air and the service of other users.

The User shall give Gelato AS fourteen (14) days prior written notice of any activity that may lead to a significant increase in usage, such as marketing campaigns etc. Such notice must in any circumstance be given if the usage may lead to an increase of over 100 % of number of concurrent End Customers using the User Branded Store at any time as compared to previous peak usage levels, defined over the last ninety (90) days.

4.9. Standards of Conduct. User shall give prompt, courteous and efficient service to the public and all business dealings with members of the public will be governed by the highest standards of honesty, integrity and fair dealing. User will do nothing, which would tend to discredit, dishonour, reflect adversely upon or In any manner injure the reputation of Gelato AS.

4.10. Aggregated Data. Gelato AS may compile aggregated data related to User’s and each End Customer’s usage of Gelato Air and/or the User Branded Store and may retain, use and disclose such aggregated data to third parties at Gelato's AS sole discretion during the term hereof and thereafter

4.11. Notification of Fraudulent Activity. To the extent permitted by law, and promptly after User believes or has a reasonable basis to believe that any End Customer Order is fraudulent or otherwise not valid, User will report that belief and the basis for it to Gelato AS by way of written notice, including the date, the Services ordered, and the electronic mail address of the applicant. In the event the User does not provide such notification, the User is solely liable for all charges incurred associated with the account in question should there be fraud related issues. Gelato AS at it's sole discretion can offset any fraud related charges against commissions earned in addition to any other fees owing to Gelato AS pursuant to the other terms of these Terms in connection with the applicable order.

4.12. Support SLA. All standard support requests submitted to support@gelato.com will receive reply within twenty-four (24) hours during normal office hours: Monday - Friday: 08.00 – 18.00 (CET). There is an emergency telephone number stated in the User Dashboard.

4.13. Reference. Gelato AS may at its option refer to User and the User Branded Store for marketing purposes.

5. PRICES AND FEES

5.1. Service Fee. The Service Fee to be paid by User to Gelato AS for usage of Gelato Air is specified in the Gelato AS Price List ("Price List"). User shall pay Gelato AS such Service Fees promptly in accordance with these Terms and the Price List.

5.2. Product Price. The Product Price to be paid by User to Gelato AS for the supply of the Products ordered by the End Customer is specified in the Gelato AS Price List. User shall pay Gelato AS such Product Price promptly in accordance with these Terms and the Price List.

5.3. Distribution Price. The Distribution Price to be paid by User to Gelato AS for the freight of the Products ordered to the End Customer is specified in the Gelato AS Price List. User shall pay Gelato AS such Distribution Price promptly in accordance with these Terms and the Price List.

5.4. Price List. The Price List is provided on the User Dashboard, the Gelato AS website and/or any of its sub-branded websites.

Gelato AS can at any time modify and/or amend the prices in the Price List. Such a modification shall be effective from the thirtieth (30th) day after being informed to the User by any of the above in Clause 5.4 stated means. Gelato AS shall be entitled to charge for other services specified from time to time in the Price List. Should the modification of the prices in the Price List include a decrease in price, Gelato AS can at its option decide that the modification shall be valid with immediate effect.

5.5. End Customer Prices. User has the sole and exclusive right to decide the End Customer Product Price for each Product. The Distribution Price shall be equal to the price User pays to Gelato AS for the distribution alternatively decided by the User should this be presented as an option in the User Dashboard. The End Customer Product Price and alternatively the Distribution Price and their publication in the User Branded Store shall be managed by User directly in the User Dashboard.

5.6. Currency. End Customer Prices can only be set in the currency of the Area. Invoicing and distribution of net revenue will be made in the currency of the Area.

5.7. Set-up charges and monthly fixed fees. Gelato AS may charge a monthly recurring charge for the usage of the platform as set out in the Price List. Such recurring fee will be charged using the credit card information provided by User.

5.8. Free trial. If User after the expiry of free trial period does not pay for the continued use, Gelato AS may without prior notice suspend access to the User Branded Store at the end of such free trial. The User Branded Store may be deleted by Gelato AS without further notice while being suspended.

5.9. VAT and Taxes. Each of the parties is responsible to pay VAT and all other related taxes, duties and fees that, under applicable legislation, are imposed on the party. It is the responsibility of each party to secure their own compliance with any VAT and tax legislation applicable.

6. INVOICING AND PAYMENT

6.1. Collection of End Customer payment. Gelato AS or a payment partner to Gelato AS as Gelato AS may designate will collect the payment of the End Customers Orders placed in the User Branded Store. Gelato AS will offer various payment solutions in Gelato Air. Gelato AS or its payment partner may appear as recipient of payment on End Customer payment confirmation, with or without the name of User also appearing.

Gelato AS will collect payments with VAT (if applicable) included from End Customers, in accordance with the agreements between Gelato AS and the relevant payment solution providers.

6.2. Invoicing. Gelato AS will twice per month invoice the User the Service Fee, the Product Price and the Distribution Price for the End Customers' Orders collected and received during the previous period of two weeks and any other applicable fees specified in the Price List. The invoice will be subject to VAT according to the VAT rules in the Area. Provided the End Customer Price for the End Customer Orders placed during the period is higher than the total value of the Service Fee, the Product Price and Distribution Price for the End Customer Orders placed during the period and any other applicable fees, the invoice is issued for accounting reasons and shall not be paid by the User. Should the End Customer Price for the End Customer Orders placed during the period be lower than the total value of the Service Fee, the Product Price and Distribution Price for the End Customer Orders placed during the period and any other applicable fees, User shall pay the invoice within ten (10) days after invoice date.

6.3. Bank Charges. Gelato AS will use shared bank charges, so called SHA, for payment of its invoices unless otherwise has been agreed in writing. Each Party is responsible for the payment of any bank transfer fees charged to it based on SHA.

6.4. Distribution of net revenue. Subject to clause 6.2, payments made by End Customers for End Customer Orders that are collected and received in a two-week period, will be forwarded to the User within three (3) weeks after that period after deduction of the Service Fee, the Product Price, the Distribution Price and/or any other applicable fees specified in the Price List and any other claim Gelato AS may have against User or End Customers. Gelato AS has the right to outsource the handling of these transactions. The net revenue will be subject to VAT according to the VAT rules in the Area.

6.5. Hold on funds. In cases of fraud, abuse or violation of these Terms, or inaccuracies or errors in payments received from or in connection with End Customers, all monies due to the User may be held and/or reclaimed by Gelato AS, not just those from the End Customer Orders under investigation.

6.6. Accounting. User is solely responsible for ensuring that payment and bank accounts details registered with Gelato AS or its partners as notified from time to time are updated and correct.

User is the receiving party of the revenue from the End Customer Orders and is responsible for all accounting and financial implications related to the End Customer payments and transfers related to such transactions.

6.7. Sales report. Gelato AS will through the User Dashboard provide User access to information on relevant sales and End Customer data. For avoidance of doubt, it is Users' sole responsibility to fulfil any compliance, accounting or documentation obligation User may be faced with in relation to the End Customer orders.

6.8. Refunds and reprints. The cost of refunds and reprints to the User´s End Customers will be shared between Gelato AS and the User where Gelato AS will take the cost for printing and distribution and the User will take the remaining part of the Order value. The specific refund and reprint policies are stated in the Price List.

It is in both parties interest to limit the number of refunds and reprints. Analysing what part of the value chain that has caused the potential refund is more hindering than enabling for the User and Gelato AS. By the very nature of this physical product (printed material) the quality of the photo, text such as spelling mistakes or delays in delivery arise under both parties responsibilities.

6.9. Right to Audit. Upon ten (10) days' prior notice to User, Gelato AS may conduct an audit of User’s facilities, systems and records to determine User's compliance with these Terms. Such audits will be at Gelato's AS expense except that User shall reimburse Gelato AS for that part of any audit relating to an area in which the User was determined to have materially failed to meet a requirement under these Terms. In no event, however, will Gelato's AS review of the User's records relieve or lessen User's obligations under these Terms.

7. DATA PROTECTION

7.1. Privacy. Gelato AS and its sub-contractors, as applicable, will process End Customer data on behalf of the User as part of its obligations and provision of Products and Services and the User shall inform its End Customers thereof as further detailed in Schedule 1. Both parties shall comply with applicable privacy and data protection legislation and shall ensure that any collection, processing, use and/or disclosure of personal data and personal information are done according to the rules and requirements set forth in the applicable legislation. Gelato AS may only handle personal data and personal information on behalf of the User in accordance with the User’s instructions. Gelato AS agrees to, using commercially reasonable efforts, implement appropriate technical and organisational measures to protect personal data and personal information that may be transferred to Gelato AS in connection with these Terms. User shall explicitly inform Gelato AS of any specific restrictions or obligations related to the processing of personal data or personal information which may be applicable in the Area. Each party shall upon request provide such information or reasonable assistance as may be necessary for the requesting party to fulfil its obligations according to the relevant legislation.

8. LIMITED WARRANTY AND DISCLAIMERS

8.1. General. Gelato Air shall meet reasonable commercial standards. Gelato Air is provided as software as a service. Gelato AS cannot guarantee that Gelato Air will never be faulty but will do its commercially reasonable efforts to correct reported faults and make Gelato Air available as soon as Gelato AS reasonably can on a commercially reasonable basis.

8.2. Quality of Products. Subject to these Terms, Gelato AS agrees to deliver the Products in accordance with good industry practices. If Gelato AS does not deliver as per the End Customer Order in accordance with the terms and limitations set forth herein, the User shall notify Gelato AS immediately. Gelato AS will take the actions Gelato AS judges to be required based upon the notification.

8.3. Maintenance and development. Gelato AS are free to and may make modifications and enhancements to Gelato Air and the Services from time to time or at any time. Gelato AS will to the extent reasonably possible using commercially reasonable efforts notify User before making any changes to Gelato Air that could materially impact the Services provided by User.

8.4. No warranties. Gelato Air and any Software, Product and/or Service provided by Gelato AS are provided on an "as is" basis. Gelato AS makes no representations, warranties, assurances or guarantees of any kind, whether expressed, implied, statutory or otherwise, including, without limitation, any warranty that Gelato Air will be available continuously, uninterrupted, error free or free of harmful components (e.g.: viruses, worms, time bombs, logic bombs), nor any implied or other warranties of quality (including any warranties as to latency and throughput), performance, merchantability, fitness for a particular purpose or non-infringement, or any other representations, warranties, assurances or guarantees arising by course of dealing or custom of trade. Without limiting the generality of the foregoing: (a) Gelato AS disclaims all terms not expressly contained herein, whether written or oral, contractual, express or implied; and (b) Gelato AS does not provide any representation, warranty, guarantee or assurance that (i) that the functions contained in the Software, Product and/or Service will meet the specific requirements of User; (ii) errors in the Software, Product and/or Service will be corrected; or (iii) relate to service results. User is solely responsible for the selection of, and determining the suitability of, the Software, Product and/or Service for User’s particular tasks and contemplated uses.

8.5. No Use in U.S.A. User acknowledges and agrees that no Software, Product or Service is made available to User for use in, sale in, import into, export from, exploitation in, or in connection with the United States of America or any of its territories in any manner whatsoever. User shall ensure that User and all End Customers do not directly or indirectly use, distribute, import, export, or otherwise exploit any Software, Product or service hereunder in connection with the United States of America or any of its territories in any manner whatsoever. Nothing in this clause is intended to expand the License beyond the scope set out in Clause 2.

8.6 Internet Access not Guaranteed. User acknowledges that the internet is not owned, operated, managed by, or in any way affiliated with Gelato AS, its suppliers or any of its affiliates, and that it is a separate network of computers independent of Gelato AS. Access to the internet is dependent on numerous factors, technologies and systems, which are beyond Gelato's AS authority and control. User acknowledges that Gelato AS cannot guarantee that the internet access services chosen by Gelato AS will meet the level of up-time or the level of response time that User may need. User agrees that its use of the internet access services and the internet is solely at its own risk and is subject to all applicable local, state, provincial, national and international laws and regulations.

9. TERM AND TERMINATION

9.1. Term. These Terms, in their then-current at any time current form, apply until terminated by User or Gelato AS giving at least thirty (30) days prior written notice in the form of a registered letter. User shall send such a notice to Gelato AS, Snarøyveien 30C, 1360 Fornebu, Norway and Gelato AS shall send it to the User using the contact information provided in the User Dashboard.

9.2. Termination for Cause. Gelato AS may immediately upon notice and without any cure period terminate these Terms and close the User Branded Store from further End Customer Orders via User and/or restrict, close or stop executing End Customer Orders if there is any breach or material default of any of the provisions of these Terms by User or End Customer.

Gelato AS may also immediately upon notice and without any cure period terminate these Terms immediately upon notice to User:
(i) If User does not provide a professional End Customer Support as further detailed in Clause 4.6;
(ii) if Gelato AS discovers any Irregular Marketing Activity by User, including, but not limited to, solicitation or marketing of customers outside of the scope permitted by these Terms;
(iii) for unethical conduct by User;
(iv) if use of the User Branded Store by User is deemed to be for any illegal purpose or if User uses such services to send any message or communication or carry out any activity which is illegal, obscene, indecent, threatening or harassing, including but, not limited to, the transmission of unsolicited messages, or communications or activities which infringe any third party intellectual property right;
(v) if Gelato AS relationship with subcontractors responsible for printing expires, terminates or requires Gelato AS to change the way it provides Products, Services or Software;
(vi) if Gelato AS believes providing the Products, Services or Software could create a substantial economic or technical burden, or material security risk for Gelato AS; and/or
(vii) in order to comply with the law or requests of governmental entities.

9.3. Effect of termination. Generally, upon any termination of these Terms:
(i) all User rights under these Terms terminate immediately;
(ii) User shall immediately cease all use of the User Branded Store and all offering of same to End Customers;
(iii) User remains responsible for all fees and charges incurred through the date of termination, including fees and charges for in-process tasks ordered, but to be completed after the date of termination;
(iv) User shall return all documents and other information received from and/or belonging to Gelato AS within seven (7) days of the termination;
(v) Gelato AS shall during fourteen (14) days upon termination of these Terms provide reasonable levels of support, charged at the regular hourly rate for development, to allow User and End Customers to export their content to other services or applications of their choice without restrictions other than such as may be necessary due to technical or legal reasons; and
(vi) The provisions of Clause 11 (Proprietary Rights), Clause 12 (Limitation of Liability), Clause 13 (Confidentiality), Clause 14.4 (Independent Parties), Clause 14.5 (Governing law), Clause 14.6 (Jurisdiction) and Clause 14.7 (Optional jurisdiction outside EU and EEA) will continue to apply.

Following the termination, Gelato AS may retain any information related to Gelato Air, the User Branded Store, End Customers, End Customer Orders or User which may have been provided by User or any End Customer, provided that such information provided by User or End Customer shall only be retained for so long as is required or as may be necessary for any applicable law, regulation, legitimate compliance policy, or any competent judicial, governmental or regulatory authority or purpose of defending any legal proceedings that may be brought against Gelato AS by any person or body in relation to these Terms.

If Gelato AS terminates these Terms for cause, User waives all claims for any expected commissions, fees or profits or for any other commitments made in connection these Terms.

9.4. Relationship of the Parties.
(i) User has no authority to bind Gelato AS by contract or otherwise or to make representations as to the policies and procedures of Gelato AS other than to the extent otherwise expressly authorized by these Terms. Gelato AS and User acknowledge and agree that the relationship arising from these Terms does not constitute or create a general agency, joint venture, partnership, employee relationship or franchise between them and that User is an independent contractor with respect to the services provided by it under these Terms.
(ii) User shall identify itself as an authorized representative of Gelato AS only with respect to the services covered by these Terms and then only during and in accordance with the terms hereof, and shall otherwise identify itself as an independent business. Unless specifically authorized in writing, neither Gelato AS nor User shall make any express or implied agreements, guarantees or representations, or incur any debt, in the name of or on behalf of the other.
(iii) User´s Personnel (as defined below) are not and may not be deemed to be Gelato AS employees or joint employees. User assumes full responsibility and liability for the acts of its employees and for their supervision, daily direction and control. User is equally responsible for the actions of any subsidiaries, affiliates, subcontractors, subagents, consultants or other agents or representatives of User as if they were User's employees. Collectively, User's subsidiaries, affiliates, employees, subcontractors, subagents, consultants and other agents and representatives are referred to herein as “User's Personnel”. Gelato AS is not responsible whatsoever for worker's compensation, disability benefits, unemployment insurance, withholding taxes, social security or any other taxes or benefits for any of User's Personnel.
(iv) USER SHALL MAKE NO REPRESENTATIONS OR WARRANTIES RELATING TO THE SERVICES DESCRIBED HEREIN EXCEPT TO THE EXTENT FORTH IN SALES LITERATURE (IF ANY) PROVIDED TO USER BY GELATO AS OR AS SET FORTH IN THE FORM OR FORMS OF ORDERS PROVIDED USER BY GELATO AS, OR AS OTHERWISE EXPRESSLY PERMITTED BY GELATO AS IN WRITING.

These Terms are not intended to and does not create any third party beneficiaries to the rights and obligations set forth herein, nor may any third party beneficiaries be inferred by operation of law or otherwise

10. FORCE MAJEURE

10.1. General. Gelato AS shall not be responsible for any failure to perform or delay in performing any of its obligations under these Terms where and to the extent that such failure or delay results directly or indirectly from an unforeseeable event beyond Gelato's AS reasonable control, including but not limited to, acts of war; acts of nature; earthquake; flood; embargo; riot; sabotage; labour shortage or dispute; changes in government codes, ordinances, laws, rules, regulations or restrictions; failure of the Internet; terrorist acts; failure of data, products or services controlled by any third party, including the providers of communications or network services; utility power failure; material shortages or unavailability or other delay in delivery not resulting from the responsible party’s failure to timely place orders therefor, or lack of or delay in transportation (throughout, “Force Majeure”).

Gelato AS shall not be liable for any loss or damages either general, indirect, exemplary, special, punitive or consequential which User may suffer due to or resulting from such delay or failure. In the event that Force Majeure occurs as contemplated herein, the duration of these Terms shall be extended by the period for which such force majeure continues.

If, by virtue of such a Force Majeure event, a Party is prevented from performing its obligations for a period of more than eight (8) weeks, the other Party shall have the right to terminate these Terms.

11. PROPRIETARY RIGHTS (IPR)

11.1. User and End Customer content. Except as expressly provided in these Terms, (i) Gelato AS does not acquire any ownership of any intellectual property rights that is submitted by User or End Customer via Gelato Air, and (ii) all User and/or End Customer intellectual property is and remains User's and/or End Customer´s property.

By submitting, posting or displaying content and/or providing necessary and relevant data via Gelato Air and when providing designs, templates and trademarks to Gelato AS to be used in the User Branded Store, User and End Customers give Gelato AS a right to use such content for the purpose of enabling Gelato AS to provide the Products and Services.

11.2. Gelato AS content. Under these Terms neither the User nor the End Customers acquire any ownership of any intellectual property rights own, controlled or license by Gelato AS. All Gelato AS intellectual property is and remains its sole and exclusive property. Without limiting the generality of the foregoing, User acknowledges and agrees that the Gelato Air, the User Branded Store and all Software provided by or on behalf of Gelato AS are the proprietary property and valuable and commercially important trade secrets of Gelato AS.

These Terms do not grant any right or license, under any intellectual property rights of Gelato AS or otherwise, except as expressly provided in these Terms, and no other right or license is to be implied by or inferred from any provision of these Terms or by the conduct of the parties.

11.3. Software and business model. User acknowledges and agrees that Gelato Air, the Gelato AS business model (including without limitation the related know-how, confidential information and trade secrets) and all documentation provided in connection with the above-mentioned are protected by intellectual property laws.

User is not permitted to use, copy or alter Gelato Air or any parts thereof for any purpose not expressly agreed to in these Terms.

11.4. Gelato AS Trademarks. User acknowledges and agrees that: (i) the marks use or controlled by Gelato AS are owned by Gelato AS; (ii) it will do nothing inconsistent with such ownership; (iii) all use of the Gelato AS marks by it will inure to the benefit of and be on behalf of Gelato AS; (iv) that nothing in this grant gives it any right, title or interest in any Gelato AS marks other than the right to use the marks in accordance herewith; (v) it will not attack Gelato's AS title to the marks or the validity of this grant; and (vi) further agrees to use Gelato's AS marks only in the form and manner prescribed from time to time by Gelato AS, and not to use any other trademark or service mark in combination with any of Gelato's AS marks without the prior written approval of Gelato AS.

11.5. Third Party Content. In addition to Gelato AS Content, Gelato Air and/or the Services may contain information and materials provided to Gelato AS by third parties (collectively, “Third Party Content”). Third Party Content is the copyrighted work of its owner, who expressly retains all rights title and interest in and to the Third Party Content, including, without limitations, all intellectual property rights therein and thereto. In addition to being subject to these Terms, Third Party Content may also be subject to different and/or additional terms of use and/or privacy policies of such third parties. Please contact the appropriate third party for further information regarding any such different and/or additional terms of use applicable to Third Party Content.

12. LIMITATIONS OF LIABILITY

12.1. Limitation of liability - general. The Service Providers shall not be liable for any damages, including direct, indirect damages including but not limited to, loss of revenue, profit or goodwill or any other remedies. This limitation of liability shall not limit the Service Provider's potential liability for damages resulting from Service Provider's gross negligence or wilful misconduct. For avoidance of doubt, this limitation of liability shall apply to any claim which may be made by User, End Customers and any third party related to the Products, Services and other matters regulated herein, and User shall indemnify Service Provider against the same.

USER AGREES THAT USER’S SOLE AND EXCLUSIVE REMEDIES AND GELATO'S AS ENTIRE LIABILITY SHALL BE AS SET FORTH EXPRESSLY IN THESE TERMS. USER FURTHER AGREES THAT GELATO AS AND THE OTHER SERVICE PROVIDERS SHALL NOT, IN ANY EVENT, BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY DAMAGES, INCLUDING ANY DIRECT DAMAGES (EXCEPT TO THE EXTENT EXPRESSLY SET OUT ELSEWHERE IN THESE TERMS), LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS DATA OR INFORMATION, LOST SAVINGS, OR ANY EXEMPLARY, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES OR REMEDIES ARISING OUT OF OR RELATED TO THESE TERMS OR USER’S USE OR INABILITY TO USE IN WHOLE OR IN PART ANY SOFTWARE, PRODUCT OR SERVICE PROVIDED BY OR ON BEHALF OF GELATO AS, WHETHER BASED ON CONTRACT, TORT, THE BREACH OF ANY WARRANTY OR OTHER LEGAL OR EQUITABLE GROUNDS, EVEN IF GELATO AS OR ANY OTHER SERVICE PROVIDERS HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THOSE DAMAGES, AND REGARDLESS OF ANY FUNDAMENTAL BREACH HEREOF.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT SHALL THE TOTAL, AGGREGATE LIABILITY OF SERVICE PROVIDERS ARISING OUT OF OR RELATING TO THESE TERMS EXCEED ONE HUNDRED EURO (100 €).

User acknowledges and agrees: (i) that Gelato AS shall not be liable for any act or omission by any other third party; and (ii) that no agent, employee or representative of Gelato AS has any authority to bind Gelato AS to any representation, warranty, guarantee or assurance relating to any Software, Product or Service, and that any amendment to these Terms shall be of no force or effect unless it is in writing executed by a duly authorized signatory of Gelato AS or issued by Gelato AS in writing in accordance with the other provisions of these Terms.

Nothing in these Terms limits User responsibility for infringement of intellectual property rights or provisions on personal data protection and privacy.

12.2. Limitation of liability – access. User understands that Gelato Air and the User Branded Web Store are provided as software as a service and that Gelato AS does not provide any guarantees such as e.g. the services being available continuously and/or with reasonable response times. The Service Providers shall not be responsible for any compensation, reimbursement, or damages arising in connection with its obligation other than as set out in 12.3 below. Without limiting the generality of the foregoing, Service Providers shall not be liable whatsoever for any End Customer inability to use Gelato Air according to these Terms and/or for any other End Customer inability to use Gelato Air including as a result of any (i) termination or suspension of access or use of or access to Gelato Air, (ii) discontinuation of any or all of the services by Service Providers, or, (iii) any unanticipated or unscheduled downtime of all or a portion of Gelato Air for any reason, including as a result of (a) power outages, (b) system failures or other interruptions; (c) the cost of procurement of substitute goods or services; (d) any investments, expenditures, or commitments by User in connection with these Terms or use of or access to Gelato Air; or (e) any unauthorized access to, alteration of, or the deletion, destruction, damage, loss or failure to store any User or End Customer content or other data.

12.3. Limitation of liability – Orders. Subject to the other Terms hereof, Gelato AS will upon material delay of an End Customer Order or material non-compliance with its duty to redeliver under these Terms be liable towards the User for an amount up to the Order Value of the End Customer Order. User is obligated upon request to provide samples of any Products that have been reprinted or refunded due to quality complaints by End Customers. Delay of more than five (5) Business Days after the latest delivery date in the End Customer Order confirmation shall be deemed material.

12.4. Indemnification. User shall indemnify and hold harmless Service Providers from and against any of the End Customer's and User´s representatives and/or any third party claim arising from or in any way related to:
(i) misuse of Gelato Air;
(ii) any content provided by User or End Customer violating third party intellectual property rights;
(iii) breach of Clause 2.4 above;
(iv) breach of Clause 4.2 above;
(v) breach of Clause 8.5 above; or
(vi) any other breach or violation of these Terms.

If any claim or notice of a potential claim or proceeding is brought against Gelato AS, Gelato AS shall give notice to User of the commencement of such proceeding, such notice to be given as soon as reasonable practical following the commencement of such claim or notice of potential claim or proceeding. Failing of delivery of such notice shall release the indemnifying Party from any liability related to such claim.

User will for claims against Gelato AS for which User is under the obligation to indemnify Gelato AS be entitled to assume (to the extent allowed by law and in particular the mandatory provisions of applicable law) the conduct of any dispute, compromise, defence or appeal of the third party claim and of any incidental negotiations, acting reasonably and taking into account the reputation of Gelato AS. Gelato AS may as a condition for transferring the defence of any claim to User demand satisfactory security for any potential claims, damages and loss which Gelato AS may incur. After notice from User, such notice to be given within three (3) working days following the User's receipt of the notice from Gelato AS referred to above, in which case User will assume the liability on the final outcome of the third party claim.

In the event User assumes conduct of the third party claim, Gelato AS shall take reasonable efforts to make available such persons and all such information as the User may reasonably request for assessing, contesting, disputing, defending, appealing or compromising the third party claim.

12.5. Cooperation. User, at its own cost and expense, agrees to provide all reasonable cooperation and assistance to Gelato AS in the investigation, trial, defence and settlement of any such claim and any appeal arising there from, including providing reasonable access to relevant documents, information and employees.

12.6. Compliance. User is obliged to comply with all privacy, copyright laws and regulations in the Area and make such documentation available to relevant parties when required by the law or Gelato AS.

13. CONFIDENTIALITY

User may use Service Providers’ Confidential Information (as defined below) only in connection with use of Gelato Air as permitted under these Terms. User shall not disclose Service Providers’ Confidential Information at any time during the term of these Terms or thereafter.

User shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Service Providers’ Confidential Information, including, at a minimum, those measures User takes to protect its own confidential information of a similar nature.

The User will not without the express prior written approval by Gelato AS embellish the relationship between Gelato AS and the User. User will not express or imply that Gelato AS sponsor, or endorse the User business endeavours, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by these Terms.

"Service Providers' Confidential Information” means all information disclosed by Service Providers, that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential.
Service Providers' Confidential Information includes:
(a) non-public information relating to Service Providers' technology, customers, business plans, promotional and marketing activities, finances and other business affairs;
(b) third-party information that we are obligated to keep confidential; and
(c) the nature, content and existence of any discussions or negotiations between you, us or our affiliates.

Service Providers' Confidential Information does not include any information that: (i) is or becomes publicly available without breach of any confidentiality obligation; (ii) can be shown by documentation to have been known to User at the time of User’s receipt from Gelato AS; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by User without reference to the Service Providers' Confidential Information.

User and Gelato AS acknowledge that the information provided by User and End Customer shall be considered as confidential and may not be disclosed to any third party save for the provision of the Services, including but not limited to handling of data according to Clause 14.1. The information shall not be considered as confidential in the event it: (i) is or becomes publicly available without breach of any confidentiality obligation; (ii) can be shown to have been known to Gelato AS at the time of Gelato's AS receipt from User or End Customer; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown to have been independently developed by Gelato AS or its representatives without reference to confidential information of the applicable End Customer.

14. MISCELLANEOUS

14.1. Sub-contractors and partners. User understands and approves that Gelato AS is using sub-contractors and partners to perform some or more of the Services and that the information and content received from User and End Customer will be forwarded and used by the sub-contractors and partners in their work performing the Services in accordance with these Terms. Gelato AS shall not be liable for any violation of any laws or intellectual property rights on behalf of sub-contractors or partners.

14.2. End Customer Obligations. The User undertakes to ensure that each End Customer is made aware of and observes the obligations, as applicable to End Customer, under these Terms.

14.3. Assignment. User shall not transfer, assign or delegate or sublicense any rights, licenses, duties, and/or privileges without Gelato's AS prior written consent. Any assignment or transfer in violation of this provision will be not effective.

Gelato AS may freely transfer, assign or delegate or sublicense any rights, licenses, duties, and/or privileges without any need for consent from User.

Any assignment, transfer, or sub-contracting shall not relieve the assignor, transferor, or subcontractor of its obligations under these Terms.

Gelato AS may terminate these Terms immediately if a controlling interest of User or all or substantially all of User's assets are directly or indirectly acquired by a third party that Gelato AS considers (at Gelato's AS sole discretion acting reasonably) to be a direct competitor of Gelato AS.

14.4. Independent Parties. Gelato AS and User are independent contractors and neither party, nor any of their respective affiliates, is a franchisor, franchisee, broker, employee, joint venture partner, agent, fiduciary or legal representative of the other party; neither party represents the other party for any purpose whatsoever.

Neither party is granted any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of or in the name of the other party, or to bind the other party in any matter or thing whatsoever.

14.5. Governing law. These Terms are governed by and construed in accordance with Norwegian law.

14.6. Jurisdiction. Unless otherwise determined in accordance with clause 14.7 any possible dispute that might arise between User and Gelato AS shall be governed in accordance with Norwegian law and will exclusively be referred to common courts in Norway, with court in Oslo as agreed venue.

14.7. Optional jurisdiction outside the EU and EEA. If User is legally registered in a jurisdiction outside the EU or EEA, any possible dispute that might arise between Gelato AS and User shall be referred exclusively to be settled by arbitration in Oslo in accordance with the Norwegian arbitration act of 14 May 2004 no. 25, as amended. The Parties undertake and agree that all arbitral proceedings will be kept strictly confidential. This confidentiality undertaking shall cover all information disclosed in the course of such arbitral proceedings, as well as any decision or award that is made or declared during the proceedings. Notwithstanding this Clause 14.7, Gelato AS is, at its sole discretion, entitled to refer any dispute that might arise between Gelato AS and User to the exclusive jurisdiction of the ordinary Norwegian courts or other court that Gelato AS deems appropriate as an alternative venue in accordance with Clause 14.5 irrespective of whether User is legally registered within the EU or EEA.

14.8. Severability. If any provision of these Terms is held invalid or unenforceable as applied to any circumstance, the remainder of these Terms and the application of such provision to other persons or circumstances shall be interpreted so as to best effect the intent hereto. The parties hereto further agree to replace any such void or unenforceable provision of these Terms with a valid and enforceable provision that will achieve, to the maximum extent possible, the economic, business, and other purposes of the void or unenforceable provision. WITHOUT LIMITING THE FOREGOING, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT EACH AND EVERY PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OR WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED BY THE PARTIES TO BE SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION AND TO BE ENFORCED AS SUCH.

14.9. Enforcement of Terms. Gelato AS reserves the right to take steps Gelato AS believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Terms (including but not limited to Gelato's AS right to cooperate with any legal process relating to any use by User or any End Customer of Gelato Air, the User Dashboard, the User Branded Store, the Service or the Products, and/or a third party claim that such use by User or any End Customer of same is unlawful and/or infringes such third party's rights). User agrees that Gelato AS has the right, without liability to User or any End Customers, to disclose any user registration data and/or account information to law enforcement authorities, government officials, and/or a third party, as Gelato AS believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Terms (including but not limited to Gelato's AS right to cooperate with any legal process relating to any such use by User or any End Customer, and/or a third party claim that any such use by User or any End Customer is unlawful and/or infringes such third party's rights).

14.10. Entire Agreement. These Terms constitute the entire agreement between User and Gelato AS, govern the relationship between the parties with respect to the subject matter hereof (including without limitation User’s use of Gelato Air, the User Dashboard, the User Branded Store, and the Services), and supersede any prior agreements between User and Gelato AS. User also may be subject to additional terms and conditions that may apply when User uses affiliate services, third-party content, or third-party software. Gelato's AS failure to enforce any right or provisions in these Terms will not constitute a waiver of such provision, or any other provision of these Terms. Gelato AS will not be responsible for failures to fulfil any obligations due to causes beyond its control.

15. DEFINITIONS

“Area” means the country in which the User is legally registered.
"Business Day" any day on which banks in Norway are generally open for business, which excludes Saturdays, Sundays and any public holidays.
“Data” means all personal data of Gelato AS, User and End Customers defined as such in the applicable data protection law.
“Distribution Price” means the price User shall pay to Gelato AS for the distribution of the Products to the End Customer.
"End Customer" means the customer of the User, who may be a company or a physical person.
“End Customer Order” means any approved order placed in the User Branded Store by an End Customer for final delivery and end-use of Products in the Area. An End Customer Order shall be deemed to be approved when the End Customer payment has been approved, as evidenced by the payment partner that Gelato AS has chosen for the Area.
“End Customer Price” means the price that the End Customer will pay to Gelato AS for Products and distribution as ordered in the User Store.
“End Customer Product Price” means the part of the End Customer Price that is related to the Product and set by the User.
"Gelato Air" means the Software, the hardware, the Services and all related processes developed and hosted by Gelato AS allowing the User to set up and run a User Branded Store.
"Irregular Marketing Activity" means any activity that constitutes a material breach or is otherwise clearly or materially inconsistent with the terms of these Terms or which, in Gelato's AS reasonable judgment, would harm Gelato's AS reputation if it were publicly known.
“Order Value” means the total value of an End Customer Order including VAT and the price paid for shipment.
“Product Price” means price User shall pay to Gelato AS for the supply of Products to the End Customer.
“Products” means the print materials and other products ordered by End Customer, printed by Gelato AS pursuant to an End Customer Order and/or delivered to an End Customer.
“Service Fee” means the fee to be paid by User to Gelato AS for the Services performed in relation to delivery of the End Customer Order (in addition to the Product Price and the Distribution Price). The Service Fee is calculated as a percentage of the Order Value.
“Service Providers” means Gelato AS and its employees, officers, sub-contractors and affiliates.
“Services” means the services provided by Gelato AS as part of the processes related to Gelato Air such as e.g. preparation of designs, templates and trademarks for activation, order management, printing, distribution and data storage.
"Software" means the software which may at any time be made available to User for the usage of Gelato Air that includes software developed and owned by Gelato AS and third party software.
“Terms” means these Terms as updated, revised, supplemented, replaced, and/or otherwise modified (including by way of Revised Terms) in accordance with the terms and conditions herein.
"User" means the company on whose behalf these Terms have been accepted.
“User Branded Store” means the part of Gelato Air which is branded by User and accessed by End Customer.
“User Dashboard” means the interface that allows User to configure their User Branded Store and manage their Gelato Air related services including setting the End Customer Prices.
“VAT” means value-added tax or other applicable sales tax.

Schedule 1 - List of provisions to be included in the End Customer terms and conditions and third party references required.

User shall ensure that all of the following provisions are included in the End Customer terms and conditions, and User must have the End Customer acknowledge and agree on the following provisions.

i. The Products will be produced and provided by Gelato AS and its sub-contactors and the content of the End Customer Order and details on End Customer are therefore submitted to Gelato AS and its sub-contractors. By ordering Products through the User Branded Store, the End Customer accepts and permits Gelato AS and its sub-contractors to perform such processing of personal data, personal information and Customer data and information which may be required to fulfil the End Customer Order, invoicing and continued operation of Service.
ii. Gelato AS or by them approved payment partner is the party collecting the payments from the End Customer.
iii. Gelato Air and the Services are provided as software as a service and that no guarantees are provided for e.g. availability continuously and/or response times.
iv. The End Customer shall agree to be bound to clauses 2.3, 2.4, 2.5, 4.3, 4.4, 4.6, 4.9, 8, 10.1, 11, 12, 13, 14.8, and 14.9 of these Terms to the same extent as required of User. User shall include the immediately foregoing clauses explicitly in the End Customer terms and conditions (mutatis mutandis).
v. With respect to clause hereof, User may at User’s discretion include such smaller limit of liability than the amount set forth in clause 12.

User shall, together with their End Customer terms and conditions, include a link to the following third party suppliers terms and conditions and ensure that the End Customer explicitly approves these third party terms and conditions when approving the order:

i. Klarna – link to be provided by Gelato AS upon request. To be included for an End Customer that chooses to pay with Klarna.