1. General

1.1 HMD Global Oy, with address at Bertel Jungin aukio 9, 02600 Espoo, Finland, including its subsidiaries (“HMD”), provides the HMD Extend Pro services described under section 2 below (“Services”) based on the following General Terms and Conditions (“Terms”) exclusively to enterprise customers (each, a “Customer”). A Customer that acquires the right to use the Services directly from HMD is referred to as “Direct Customer” and a Customer that acquires the right to use the Services through one of HMD’s authorized resellers is referred to as an “Indirect Customer”.

1.2 Customer will adhere to these Terms and any and all applicable laws when using the Services. By registering for or using the Services, Customer unconditionally accepts these Terms. If Customer does not agree to be bound by these Terms, it may not use the Services.

1.3 Unless otherwise agreed between HMD and Customer in writing, any change to these Terms (“Change”) shall be communicated by HMD by e-mail at least thirty (30) days before becoming effective to (i) Direct Customers and (ii) authorized resellers that will be in charge of further communicating them to Indirect Customers.

1.4 Any document concerning the Services that modifies or complements these Terms is not enforceable without HMD’s prior written acceptance. Standard purchase terms or other similar documents issued by Customer are not automatically applicable to the purchase of Services.

2. Services provided by HMD

2.1 Through the Services, HMD makes available security patch updates (“Additional Updates”) over and beyond the date that HMD has communicated publicly as the “No guaranteed Security Patch updates after” month. The month beyond which no security patch update is guaranteed for each device model is publicly communicated at www.hmd.com/security-updates. The number of updates that will be made available for each Eligible Model (as defined in section 2.4) can be informed by HMD upon request.

2.2 The Additional Updates are targeted to be delivered on a quarterly basis, thus extending the device security update protected lifecycle by approximately one year. Each Additional Update will be made available by HMD once it has passed Google’s testing for such security patch updates and has been tested by HMD for delivery.

2.3 The Additional Updates are delivered to each device for which the Services have been enabled based on IMEI targeting OTA (over-the-air) and by using Google Over the Air Server (GOTA) or HMD FOTA infrastructure in the same way as any other security patch update for HMD devices. Devices must have WLAN connection for a successful download of the Additional Update. Cellular data connection may also be used if user accepts installation over their own cellular data connection, or if local update settings are defined to push security patch updates over cellular network. Upon notification of a new security patch being available for the applicable device, user is responsible for installing the updates by either accepting installation or rebooting the device, which automatically installs the new security patch update.

2.4 The Services are only available for selected device models (“Eligible Models”). Customer is advised to contact HMD or authorized reseller to confirm Services availability for the desired device model before acquiring the Services.

2.5 Customer is responsible for submitting the IMEI 1 code of each device Customer desires to enroll on the Services. Direct Customers shall submit the codes directly to HMD and Indirect Customers, to authorized resellers.

2.6 HMD will upload the IMEIs to its systems to check that the provided IMEIs correspond to Eligible Models. IMEIs that belong to Eligible Models will be enrolled and other IMEIs will be disregarded. Once available, the additional security patches will be delivered OTA to devices that are duly enrolled on the Services.

2.7 The Services can be enabled at any time of the device lifecycle, subject to HMD’s confirmation of Services availability for that specific device model.

2.8 Customer agrees that the acquisition of the Services is not contingent on the any specific functionality or feature being part of the Additional Updates, or dependent on any oral or written public representations made by HMD or any third party (including authorized resellers) regarding any functionality or feature that might be part of the Additional Updates. HMD does not commit to and cannot be held responsible for any specific functionality or feature being part of any Additional Update.

3. Term and Termination

3.1 The Services expire when all Additional Updates have been made available for each enrolled device.

3.2 Once the Services are enabled on a specific device (based on IMEI1), they cannot be cancelled by the Customer or the authorized reseller. HMD does not offer any refund in case the device is no longer in use during the time it is set to receive any of the Additional Updates.

3.3 The provisions of the Terms that are intended to survive shall remain valid after the Services have been provided.

4. Customer Obligations

4.1 Customer is solely responsible for correctly identifying the devices it desires to enroll on the Services. Customer shall be responsible for any and all liability, damage or loss arising from the incorrect enrollment of any device.

5. Fees

5.1 Fees charged by HMD to Direct Customers will be announced separately. All the fees charged by HMD are non-refundable.

5.2 Indirect Customers shall pay the fees agreed with the relevant authorized reseller. In case an authorized reseller defaults on any payment to HMD, its Indirect Customers might be asked to start acquiring Services from another authorized reseller or directly from HMD.

6. Authorization to use the Services

6.1 Subject to Customer being in compliance with the Terms, HMD grants to Customer a personal, limited, revocable, non-exclusive, worldwide, non-transferable and non-assignable right to use the Services on the devices enrolled on the Services as described on section 2.6.

6.2 Unless expressly permitted by law, Customer shall not copy, reproduce, modify, reverse engineer, disassemble, decompile or otherwise attempt to derive the source code of the Services, or permit others to do so.

7. Intellectual Property

The Services, any content and software are protected under international copyright laws. HMD claims copyrights in the Services, their content, and software to the maximum extent permitted by the law. Subject to the Terms, HMD retains all right, title and interest in the Services, their content, software and in all other products, software and other services provided to Customer or used by Customer through the Services. All corporate names, service marks, logos, trade names, trademarks, websites and domain names in the Services (collectively “Marks”) are and shall remain the exclusive property of HMD or its licensors and nothing in these Terms shall grant Customer any license to use any Marks without HMD’s prior written permission.

8. Data protection

8.1 Customer has determined the purposes and means of processing personal data in relation to the enrolled devices and their uses. Additionally, HMD has independently determined the purposes and means of processing personal data in relation to providing updates prior to and when providing the Additional Updates. Customer and HMD act as independent controllers in relation to the personal data processed in relation to the Services.

8.2 The parties have identified the need to disclose personal data (“Disclosed Personal Data”) of the of users of the enrolled devices. The disclosed personal data consist of the IMEI1 and the model of the enrolled device.

8.3 Both parties agree to process Disclosed Personal Data only in accordance with the applicable data protection laws. The parties will individually and separately be responsible to fulfil all obligations that apply to them as a controller including but not limited to: (i) identifying and establishing its independent legal basis for processing and disclosing personal data; (ii) fulfilling transparency requirements regarding the collection and the disclosure of personal data; (iii) ensuring the security of the personal data; and (iv) ensuring that the users of the enrolled devices can exercise their rights as data subjects.

8.4 The parties shall implement appropriate technical and organisational measures, such as access control, firewalls, and secured connections, to ensure an appropriate level of security to protect Disclosed Personal Data against unlawful, unauthorised, or accidental loss, destruction, damage, alteration or disclosure or other unlawful processing.

8.5 HMD processes Disclosed Personal Data in relation to enrolled devices as indicated in the privacy policy, available to the data subjects at www.hmd.com/privacy.

9. Indemnification

Customer will, at its cost and expense, defend and indemnify HMD and its affiliates from and against all third party claims and all liabilities, assessments, losses, costs or damages resulting from or arising out of (i) Customer’s breach of the Terms, (ii) Customer’s infringement or violation of any intellectual property rights, other rights or privacy of a third party, or (iii) misuse of the Services by a third party where the misuse was made possible by the Customer’s failure to take reasonable measures to protect its username and password against misuse; or (iv) Customer’s use of the Services.

10. Limitation of Liability

THE SERVICES ARE PROVIDED ON “AS IS” AND “AS AVAILABLE” BASIS. HMD DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR OR VIRUS-FREE OR MEET CUSTOMER’S REQUIREMENTS. NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, IS MADE IN RELATION TO THE AVAILABILITY, ACCURACY, RELIABILITY, INFORMATION OR CONTENT OF THE SERVICES. CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT BECAUSE SOME OF THE SERVICES MAY BE PROVIDED OVER MOBILE AND INTERNET NETWORKS OUTSIDE OF HMD’S CONTROL, THEY ARE SUBJECT TO OUTAGES, DISRUPTIONS, AND INTERCEPTION, AND THAT HMD HAS NO LIABILITY FOR ANY SUCH OUTAGES, DISRUPTIONS OR INTERCEPTIONS. CUSTOMER EXPRESSLY AGREES AND ACKNOWLEDGES THAT THE USE OF THE SERVICES IS AT CUSTOMER’S SOLE RISK AND THAT THERE MIGHT BE EXPOSURE TO CONTENT FROM VARIOUS SOURCES WHICH HMD IS NOT RESPONSIBLE FOR. IN ADDITION, UNDER NO CIRCUMSTANCES WILL HMD BE LIABLE FOR DAMAGES ARISING OUT OF OR RELATED IN ANY WAY TO CUSTOMER’S INABILITY TO ACCESS, OR YOUR DIFFICULTY IN ACCESSING, THE SERVICES TO THE MAXIMUM EXTENT PERMITTED BY LAW.

EXCEPT WHERE PROHIBITED BY LAW, HMD WILL NOT BE LIABLE FOR DAMAGES THAT EXCEED THE AMOUNT OF (I) HMD’S CHARGES TO DIRECT CUSTOMER FOR THE SERVICES DURING THE PRIOR ONE MONTH PERIOD (II) AUTHORIZED RESELLER’S CHARGES TO INDIRECT CUSTOMER FOR THE SERVICES DURING THE PRIOR ONE MONTH PERIOD. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY ITS GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, IN NO CASE WILL HMD BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES RESULTING FROM CUSTOMER’S USE OF OR INABILITY TO USE THE SERVICES.

11. Governing Law and Dispute Settlement

Unless otherwise agreed in writing between the parties, the Terms shall be governed by the laws of Finland. The application of uniform sales law, in particular the application of the Convention of the United Nations on Contracts for the International Sale of Goods (CISG) is expressly excluded. Any dispute, controversy or claim arising out of or relating to the Terms, or the breach, termination or validity thereof shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finnish Central Chamber of Commerce in Helsinki, Finland, in English. The award shall be final and binding on the parties. Any dispute, controversy or claim arising out of or relating to the Terms and the final award shall be deemed confidential information. Nothing shall limit the parties' rights to seek interim injunctive relief or to enforce an arbitration award in any court of law.

12. Other Provisions

12.1 Force Majeure: A Force Majeure Event is an event beyond the reasonable control of the Party concerned. The causes may include, but are not limited to, acts of God, acts of the government, fires, natural disasters, epidemics, quarantine restrictions, strikes, lock-outs, industrial disputes, riots or civil commotion, acts of terror or imminent threats of terrorist activity, transportation or energy shortages, freight embargoes, power failures, unforeseen shortages of components and production constraints or failure of the postal or logistics system. Neither Party is liable (other than in respect of any payment obligations) for any delay or failure to perform its obligations, loss or damage due to a Force Majeure Event. Each Party will inform the other of any Force Majeure Event within a reasonable period of time following its occurrence. In the above instances, time for performance will be extended for the period of the delay.

12.2 Assignment: HMD may assign its rights and obligations hereunder to its corporate parent, any of its subsidiaries, or to any company under common control with HMD. Additionally, HMD may assign its rights and obligations hereunder to a third party in connection with a merger, acquisition, sale of assets, by operation of law or otherwise.

12.3 Severability: These Terms shall not exclude nor limit any mandatory rights of the Customer that cannot by law be waived. If a provision of these Terms is found to be invalid, the remaining provisions will not be affected, and the invalid provision will be replaced with a valid provision that comes closest to the result and purpose of the Terms. In the event one or more provisions of these Terms are not relevant to Customer’s use of the Services, it shall not impact the validity or enforceability of any other provision of the Terms or the Terms as a whole.

12.4 Feedback: By submitting any ideas, feedback and/or proposals ("Feedback") to HMD through the Services or other means, Customer acknowledges and agrees that: (1) HMD may have similar development ideas to the Feedback; (2) Feedback does not contain confidential or proprietary information of Customer or any third party; (3) HMD is not under any obligation of confidentiality with respect to the Feedback; (4) HMD may freely use, distribute, exploit and further develop and modify Feedback for any purpose; and (5) Customer is not entitled to any compensation of any kind from HMD.

12.5 Confidentiality (applicable only to Indirect Customers): The parties undertake to treat confidentially all confidential information exchanged hereunder. Both parties may make use of confidential information only for purposes defined herein. Neither party may publish any confidential information received from the other party, or pass it on to third parties, without the prior consent of the other party. Information is considered confidential if the party that has produced the information has marked it confidential or if the confidentiality of certain information derives from the circumstances. In case of doubt, all information is confidential. Information that was (i) already known to the receiving party at the time of the receipt, (ii) made known by a third party without the obligation to keep confidential, or (iii) already publicly known at the time of the transfer is not considered confidential. The foregoing confidentiality obligations apply to the duration of the Services, and for a period of three (3) years after their end.

12.6 Claims by Customer: Customer shall notify HMD of any possible claim it may have against HMD hereunder within a reasonable time, however no later than in three (3) months after Customer became aware of an event that may give reason for such claim.

12.7 Prohibited Use: Customer may not use or attempt to use the Services in connection with any use which is prohibited by any applicable export control and economic sanctions regulations, including those of the US, UK, and EU. Customer shall immediately notify HMD in writing upon becoming aware of or suspecting any such use. In the event that HMD reasonably believes that any prohibited use might have happened, Customer shall cooperate fully with any investigation and HMD reserves the right to suspend the Services during the investigation at its reasonable discretion without any penalty or liability.