1.1 General

Attensi's simulation-based platform, portal, software, technical interfaces and related technology (the “Attensi Platform”) is provided to Customer for enabling internal business training by its employees. The Attensi Platform is the exclusive property of Attensi and may not be used without the explicit consent of Attensi. “Software” means all the software programs, any associated user interfaces and related technology that Attensi makes available in the Attensi Platform. The software will be published by Attensi or a wholly owned subsidiary of Attensi.

Attensi Platform is provided as a hosted service (software as a service) together with related services (the “Services”) on the designated hardware, software, electronic communications services and connectivity configuration specified by Attensi (the “Supported Environment”) and as updated from time to time.

Attensi's hosting service (user authentication, connectivity applications and surveys) gives Authorised Users access to the Attensi Platform. These Terms of Use govern all access to and use of the Attensi Platform. The Customer agrees that Attensi reserves the right to update these Terms of Use as described in clause 8.4. Attensi and Customer are referred to individually as a “Party” or collectively the “Parties”.

1.2 Definitions

Capitalized terms shall have the meanings set forth in this section, or in the section where they are first used.

“Agreement” means a standalone agreement executed between Customer and Attensi (e.g., order form) which incorporates these Terms of Use, pursuant to which the Customer designates the specific Services to which it is subscribing to.

“Anti-corruption Laws” shall mean the United States Foreign Corrupt Practices Act of 1977, the United Kingdom Bribery Act 2010, the Norwegian General Civil Penal Code and all other applicable laws that prohibit tax evasion, money laundering or otherwise dealing in the proceeds of crime or the bribery of, or the providing of unlawful gratuities, facilitation payments, or other benefits to, any government official or any person

“Attensi IP” means all software code (in any form), algorithms, application programming interfaces (APIs), apparatus, concepts, information, data, databases, data structures and data collections, data analytics, visualizations, graphical assets, 3D models, animations, designs, diagrams, documentation, drawings, flow charts, formulae, ideas and inventions (whether or not patentable or reduced to practice), know-how, materials, marks, methods, models, procedures, processes, schematics, subroutines, techniques, tools, uniform resource identifiers, user interfaces, works of authorship, and other forms of technology or materials.

“Authorised User(s)” means those employees, agents and independent contractors of the Customer or any of its Affiliates who are authorised by the Customer to use the Services and the Documentation. For the purposes of this Agreement, an “Affiliate” of the Customer means any entity directly or indirectly controlling or controlled by the Customer or which is directly or indirectly controlled by the same entity that controls the Customer. The term "control" and the correlative terms "controlling" and "controlled by" shall mean the legal, beneficial or equitable ownership, directly or indirectly, of more than fifty percent of the aggregate of all voting equity interests in an entity."

“Customer Content” means (a) information (e.g., unique text, images, audio, and video) that depict Customer’s desired content, (e.g., training schemes and scenarios) that Customer wish to be incorporated into the Attensi Platform and (b) Customer trademarks and logos.

“Development Services” means the work performed by Attensi to adapt the Attensi Platform (e.g., formatting, configuration, embedding, redesign, reprogramming, etc.) to be able to onboard the Customer Content in accordance with the final Specifications.

“Documentation” means the technical materials provided by Attensi (in hard copy or electronic form) describing the use and operation of the Attensi Platform, the Supported Environment and the hosting services

“Intellectual Property Rights” means all past, present, and future rights of the following types, which may exist or be created under the laws of any jurisdiction in the world: (a) rights associated with works of authorship, including exclusive exploitation rights, copyrights, moral rights, and mask work rights; (b) trademark and trade name rights and similar rights; (c) trade secret rights; (d) patent and industrial property rights; (e) other proprietary rights in Intellectual Property of every kind and nature; and (f) rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the rights referred to in clauses (a) through (e) of this sentence.

“Trade Control Laws” shall mean all applicable laws concerning the import, export, or re-export of goods, software, or technology, or their direct product, including: (a) applicable customs regulations, Council Regulation (EC) No. 428/2009; (b) any sanction regulations issued by the Council of the European Union; and (c) the regulations and orders issued or administered by the US Department of the Treasury, Office of Foreign Assets Control in relation to export control, anti-boycott, and trade sanctions matters.

1.3 Authorisation of Users

Attensi shall provide the passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures that are necessary to allow Authorised Users to access the Services (the “Access Protocols”). Each Authorised User will be provided with a unique user ID (each, a “User ID”), to be used exclusively by the Authorised User. Customer is responsible for providing the correct information about each Authorised User (names, email addresses, and contact information) and updating such information.

Customer shall use commercially reasonable efforts to prevent unauthorised access to, or use of, the Attensi Platform, and shall notify Attensi promptly of any such unauthorised use known to Customer.

Customer shall require each Authorised User to comply with the provisions in these Terms of Use and any applicable Agreement and is responsible for acts and omissions of all Authorised Users, including but not limited to unauthorised use of User IDs.

1.4. Preparational work and Specifications.

Attensi will perform preparational work in accordance with the Customer's request and prepare a general description of the capability of the Software together with illustrations of the proposed simulation solution and samples of output, including sample presentation (the “Specification(s)”).

The Specifications describes Attensi's recommended use of the functionality in the Attensi Platform to present the Customer Content and provide Customer with a simulation-based gaming environment.

Customer acknowledges that the design of the simulation and gaming environment, (e.g., visual design, avatars, sequencing) and presentation of the Customer Content (e.g., the formulation and sequencing of task/questions, ranking of results and other output) experience will be subject to creative decisions by Attensi taking due consideration of the capability of the Attensi Platform and the requests from the Customer.

The Customer shall review the Specifications immediately and request reasonable changes. Attensi shall use reasonable efforts to meet the Customer's requests before a final Specification is agreed, which shall form the basis of the Development Services.

If Customer does not approve the final Specifications made by Attensi or if the Parties are not able to agree on changes to Specifications within a reasonable time or the costs estimated by Attensi, each Party shall have the right, upon notice to the other Party, to immediately terminate the ordered Services. Customer shall pay Attensi the hourly charges accrued for all work performed by Attensi up and until termination.

In the event that the Customer wishes to modify or change the final Specifications after Attensi has commenced the Development Services, Attensi shall use its reasonable efforts to implement such changes within the deadlines and costs determined by Attensi.

1.5. Hosting.

Attensi shall host the Attensi Platform as part of the Services and shall provide connectivity software, but Attensi is not responsible for providing electronic communications services and/or computer network hardware required by Customer or any Authorised User to access the Services.

1.6. Support services.

Attensi will provide support services in accordance with the Attensi Service Level Agreement. Error Corrections and improvements and Updates shall be provided as set out in clauses 1.7 and 1.8 below.

1.7. Error Corrections.

Attensi will use commercially reasonable efforts to correct reproducible failures in the Software that (a) prevent the Software from substantially conforming to the Documentation or (b) prevent Customer's access to the Software (“Error”). Attensi will utilize remote diagnostic procedures whenever possible for Error diagnosis and correct Errors through bug fixes or workarounds intended to correct Errors in the Software ("Error Corrections"). Attensi may not issue corrections for all faults in the Attensi Platform.

1.8. Improvements and Updates.

During the term of the Agreement, Attensi may, in its sole discretion, provide Customer with updates, upgrades, enhancements, and any other major improvements that Attensi then generally offers to other users of the Services (each, an “Update”). Customer acknowledges that such Updates may result in changes in the appearance and/or functionality of the Services, the Supported Environment and/or that continued use of the Attensi Platform may require the Customer to update the Customers own system, including new operating systems (e.g., IOS, Android or Windows) or web-browsers.