Cutrin Material Bank Agreement

1. PARTIES TO THE AGREEMENT

This agreement governs the contractual relationship between Lumene Corporation and the Client regarding Client's right to use Lumene Material Bank service.

2. DEFINITIONS

Cutrin Material Bank service ("the Service") means the network service(s) provided by CUTRIN, which can be used (accessed, viewed and browsed) based on this agreement. The client ("Client") means a legal person/entity entitled by this agreement to use the Service. "CUTRIN" means LUMENE Corporation. "The Content" means all materials made available in the Service in any form, such as articles, announcements, images, advertisements, instructions, guides, sales literature, drawings, sound, etc. The Content may originate from CUTRIN or third parties. "The System" means equipment, servers and software used by CUTRIN and its suppliers and subcontractors to maintain the Service.

3. VALIDITY OF AGREEMENT

This agreement becomes effective for the Client when the Client has accepted the terms and conditions of this agreement (terms are available during the online registration and user clicks a button to approve terms). The registration becomes effective when CUTRIN supplies a username and password to the Client. The agreement becomes effective for CUTRIN when CUTRIN accepts the Client's registration to the Service.

4. RIGHTS, RESPONSIBILITIES AND OBLIGATIONS OF PARTIES

4.1 The Client's rights, responsibilities and obligations

In addition to other rights, responsibilities and obligations arising from this agreement, the Client has the following rights, responsibilities and obligations:

4.2 CUTRIN´S rights, responsibilities and obligations

In addition to other rights, responsibilities and obligations arising from this agreement, CUTRIN has the following rights, responsibilities and obligations:

5. PRIVACY POLICY

CUTRIN will file the information given by the Client at the time of registration in its customer database. The use of the Service will generate additional information on the Client in the profile register and registers pertaining to individual parts of the Service. Such information will be used and handled only for purposes related to the Service and its management. CUTRIN does not disclose any information for direct mail purposes. Client data will be kept at least for the duration of the client relationship and for a maximum of three years after the termination of the relationship. The data is kept protected in a way that allows their use only for specifically defined purposes.

6. RIGHTS TO CONTENT

6.1 Content provided by CUTRIN and other Content to which CUTRIN has any rights. All proprietary and other rights to any Content in the Service (including, but not limited to copyright and other intellectual property rights) belong to CUTRIN or CUTRIN’S suppliers and subcontractors. When using the Service and thereafter the Customer and its user employees grant CUTRIN without any compensation thereto an unlimited, royalty free and irrevocable right to use, develop, distribute and modify any and all suggested translations, slogans or wordings.

6.2 Use of the Content

The Client has the right to use the Content as instructed or otherwise approved by CUTRIN for purposes of promoting and advertising CUTRIN and its products, as well as for editorial communications regarding CUTRIN and its products published in the interest of CUTRIN. Any use of the Content for other purposes without a prior written consent of CUTRIN is expressly forbidden. In addition, the use of pictures and images and other audio-visual material included in the Content for communication purposes is subject to special conditions electronically transmitted with the Content in question. The right of use may be limited for time, for geographical area or in some other way. The Client is responsible for ensuring that any Content acquired through the Service by the Client is not used or published in violation of the terms and/or limitations of use for the Content.

7. DENIAL OF USER RIGHTS

CUTRIN has the right to revoke Client's right to use the Service at any time and for any reason.

8. TRANSFER OF AGREEMENT

CUTRIN has the right to transfer this agreement and any rights and obligations arising from the agreement to another company belonging to same group of companies with CUTRIN. The Client may not transfer this agreement to a third party.

9. AMENDMENTS TO THE AGREEMENT

Any amendments to this agreement must be agreed on in writing. CUTRIN has the sole right to amend the terms and conditions of the agreement. Such amendments become effective when CUTRIN posts the information on the Service and the amended terms and conditions have been available on the Service for one week. If the Client does not accept the amendment, the Client must inform CUTRIN of non-acceptance within a week of the amendment becoming effective. After the period of notice, the Client's right to use the Service will expire and the Client's username will be cancelled. Use of the Service by the Client after having been informed of the amendments will be regarded as acceptance of the amendments.

10. VALIDITY PERIOD

This agreement is valid until further notice. It can be terminated by giving 7 days notice, unless otherwise agreed. Notice must be given by e-mail or in another written form. CUTRIN may also give notice of termination by posting the notice on the Service. When the agreement is terminated, the rights to use the Service and any Content related to it according to this agreement will expire. The terms and conditions concerning the responsibilities of the parties to the agreement will remain effective even after termination.

11. DISPUTES AND APPLICABLE LAW

The laws of Finland govern this agreement. Any disputes arising out of the agreement will be solved primarily through negotiation. If the dispute cannot be resolved through negotiations, the dispute will be submitted to the district court of Espoo Finland.

12. LANGUAGE OF THE AGREEMENT

This Agreement has been written in Finnish and in English languages. In case of any inconsistency between the English-language and the Finnish-language agreements, the Finnish-language version will prevail.