DISTRIBUTION CONTRACT

This Non-exclusive Distribution Contract (hereinafter referred to as the “Contract”) is entered into by and between the following entities.

Mobie Oy (Company Registration No.: 2559659), a company duly organized and validly existing under the laws of Hong Kong, having its registered domicile at:

Chun Wo Commercial Centre
Room A, 8/F, 25 Wing Wo Street
Sheung Wan, Hong Kong.

(hereinafter “Mobie Oy” or the “Distributor”)

as one Party, and

the User as content creators and publishers of educational materials in Mobie Academy

as the other Party

which entities are hereinafter jointly referred to as “PARTIES” in this Contract.

WHEREAS, Mobie Oy is a provider of modern Mobie Academy which is a digital distribution channel/format of learning material including online store, online publishing, learning and training material that are scalable to any data terminal equipment, including but not limited to touch-screen smartphones, tablet-devices, computers, despite their operating systems;

WHEREAS, the User is a publisher and producer of learning and training materials which has a desire to distribute at its market area (including but not limited to Finland and the EU) through the Mobie Academy provided by Mobie Oy;

WHEREAS, PARTIES intend to establish mutual beneficial long-term co-operation with remarkable business results, and, therefore, have agreed the following:

ARTICLE 1 – PURPOSE, PRODUCTS AND DISTRIBUTION

The purpose of this Contract is to agree on the transfer and editing of the digital material/training contents produced by the User to suit Mobie Academy publishing format, and, thereafter, market, sale and distribute of finished material via Mobie Academy and shopping site.

The products are digital learning and training material which the User has produced and published and which are distributed through the Mobie Academy digital distribution channel/format provided by Mobie Oy

ARTICLE 2 – CO-OPERATION, PRICING AND COMMISSION

PARTIES have agreed that the User will provide digital learning and training material and determine their sales prices including courses and course materials which are provided to clients by Mobie Academy.

PARTIES have agreed that Mobie Oy will receive a sales commission of 30 percent of all sales based on tax free selling prices.

Furthermore, PARTIES have agreed that any price changes will be jointly agreed upon on a case-by-case basis in mutual understanding.

ARTICLE 3 – RESPONSIBILITIES AND OBLIGATIONS OF THE PARTIES

3.1. Responsibilities and Obligations of Mobie Oy

3.1.1. Mobie Oy will provide Mobie Academy online training materials that will enable the User to produce and modify its digital learning materials suitable to Mobie Academy.

3.1.2. Mobie Oy is responsible for the Mobie Academy online store operation, domain names, billing and financial transactions in accordance with the manner the service is operating at the time of acceptance of this Contract.

3.1.3. Mobie Oy is responsible for the availability, reliability and security of the Mobie Academy as an online e-commerce service, excluding situations of force majeure in accordance as defined later in this Contract.

3.1.4. Mobie Oy will deliver a sales report to the User and pay sales profits each month, on the 15th day of the following month or the following business day deducted by above mentioned commission fee of 30% of the gross tax-free sales turnover.

3.1.5. Mobie Oy is responsible to publish on Mobie Academy prominent copyright notices and legal warnings against unauthorized copying.

3.1.6. Mobie Oy shall notify the User in writing within 15 days of any third party claim related to material, copyright or other claim which, if upheld, might result in a liability as infringement.

3.2. Responsibilities and Obligations of the User

3.2.1. the User is responsible for the production, development and delivery of electronic learning and training material on the Mobie Academy enabling PARTIES to achieve the aim of this Contract.

3.2.2. the User is responsible for active public-relation, promoting and marketing of training material at its own expense and agrees to pay Mobie Oy a distribution and commission fee of 30% of the tax-free sales of the Products mentioned above.

3.2.3. the User is aware and agrees that, in order to use the Products, the end-users will have to acquire, in addition of the materials which have been purchased, access to the Mobie Academy for the time period of their choices: 1/3/6/12 months.

3.2.4. the User is responsible for all copyrights and other intellectual property rights of their Products and their inviolability as well as handles all claims, infringements and settlement on its own cost.

3.2.5. the User agrees to indemnify Mobie Oy from any liability to any third party for infringement of patents, copyrights, trademarks or trade secrets with respect to Products distributed, marketed and sold by Mobie Oy pursuant to this Contract.

3.2.6. the User shall have sole and exclusive liability over the defense, settlement and compromise of any claims of above infringement, and in cases where the distribution of the the User Products is threatened by a claim of infringement, the User shall, in its discretion: (i) cease distributing Products under dispute or claims, (ii) modify the the User Products so as to make them non-infringing; or (iii) substitute non-infringing products.

ARTICLE 4 – INDUSTRIAL PROPERTY RIGHTS AND OWNERSHIP

4.1. Each PARTY owns its respective industrial property rights, copyright, trademarks and trade names and similar, and any goodwill accruing to such marks or names through the online platform of Mobie Academy belongs to the owner of such industrial property rights.

4.2. Mobie Oy owns all the rights to Mobie Academy and the design, matters and ways it produces digital contents for publishing. For the sake of clarity it is stated that this Contract is not limiting Mobie Oy’s rights to use its system for other similar purposes with other contractual partners as well as modify Mobie Academy, integrate new features into the system and conclude system development work during the term of this Contract.

4.3. the User owns all the rights to its digital learning and training materials and Mobie Oy may not modify, edit or rewrite any materials uploaded by the User unless prior approval is obtained by the User or unless required by law, regulations or by administration orders.

4.4. PARTIES have the right to use the name and logos of the other Party solely for marketing purposes during the term of the Contract following a good marketing practice and conduct of business.

4.5. Upon termination of this Contract Mobie Oy and the User should remove the name of the other party from the marketing materials within a reasonable time and neither Party may transfer the business, license or trademarks to a third-party, including subsidiaries, without the other party’s prior written consent.

ARTICLE 5 – INTERNET SECURITY OF ONLINE STORE

5.1. Mobie Oy is responsible for the functionality and security of Mobie Academy and shopping site which security of the server system corresponds to the Finnish JHS Recommendation class E (very critical), where the service subsidiary time is class P4 (24/7), usability K4 (99,9%) and service response V4 (reaction in 15 minutes / solution in 3 hours), for Mobie Academy the total subsidy time is 99.5% and the service backup is done once in 24 hours. The backups are saved for 3 days.

ARTICLE 6 – CONFIDENTIALITY AND SECRECY

6.1. PARTIES have agreed not to share with any third parties any content, material or information received from another Party covered by this Contract, which has been classified as confidential or which are considered or deemed to be confidential, and are not allowed to use them for any other purposes other than those mentioned in the Contract.

6.2. Following shall not, however, be classified as confidential information:

• which is public at the time of the releasing or becomes public later;
• legally received by a Party from a third party without the obligation of professional secrecy;
• which was demonstrably in possession of a Party already before receiving information from the other Party;
• which the contracting Party has independently developed without using the other Party’s confidential information obtained; or
• information that contracting Party is obliged to disclose based on law, regulation or court order.

6.3. A Party must immediately stop using the confidential material and information received from the other Party and return the material and all of its copies to the other Party when the Contract expires or when the Party no longer required the material or information for the purpose specified in the Contract unless it is specifically agreed about disposal of the material. However, each Party has the right to retain copies required by the law or by the authorities.

6.4. The obligation of professional secrecy shall continue for three (3) years after the end of this Contract term.

ARTICLE 7 – FORCE MAJEURE

7.1. The Parties are not responsible for the delay or error caused by force majeure unforeseeable events which prevent or complicate unreasonably the fulfillment of contractual obligations within the time limit. These include war, rebellion, natural disaster, general disruption of energy distribution, internet services, fire, strike, blockade, administrative order or other such significant and unusual cause that is not dependable of PARTIES of Contract.

7.2. When force majeure is not valid anymore, the performance of the Contract must continue normally.

ARTICLE 8 – CONTRACT TERM

8.1. This Contract enters into legal force upon the acceptance of these terms by the User.

8.2. This Contract remains in force valid until further notice.

ARTICLE 9 – TERMINATION OF CONTRACT

9.1. PARTIES have the right to terminate the Contract with a written notice, if the other Party substantially violates the terms of this Contract and does not, within 30 days after receiving a written notice, rectify the proceeding.

9.2. A Party is entitled to terminate the Contract if performance of the contractual obligations is impossible or delayed for at least six (6) months due to force majeure or if the other Party is put into liquidation, business settlement or bankruptcy.

9.3. A Party also has the right to terminate the Contract if the payment agreed on the Contract is delayed for more than two (2) months.

9.4. Upon the termination of the Contract, both Parties are required to return all the materials back to the other Party in accordance with Article 6 but clients who have bought materials must be able to use them after the termination of this Contract.

9.5. Upon termination, Parties must cease all marketing and selling of the Products with immediate effect and Mobie Oy shall pay all commissions / purchase prices due to the User upon time of termination deducting fees, expenses and costs of such cease of operations. The total deducted amount shall not be higher than the commissions/purchase prices due to the User upon time of termination.

ARTICLE 10 – NOTICE OF TERMINATION

10.1. This Contract can be terminated with twelve (12) months’ written notice.

ARTICLE 11 – TRANSFER OR ASSIGNMENT OF CONTRACT

11.1. This Contract cannot be transferred without prior written consent of the other Party, and in case where a Party’s business in relation to this Contract is sold or otherwise transferred to a third party, the transferee will be bound by this Contract.

ARTICLE 12 – LIABILITY FOR BREACH OF CONTRACT

12.1. A Party who intentionally or with gross negligent violates this Contract shall compensate the full all direct damages and losses caused to the other Party.

12.2. For the sake of clarity the PARTIES have agreed that whether the content published by the User violates copyrights of a third party or other intellectual property rights, the User is solely responsible for damage caused and its settlement costs, even if the third party presents claims against Mobie Oy

12.3. For the sake of clarity the PARTIES have agreed, that the User shall inform clients and all the third parties, who has purchased the Products, not to copy the material and in any other way cause infringements, and Mobie Oy shall not be held responsible if third party, despite of the above, copies the material illegally or otherwise cause infringement.

12.4. For the sake of clarity the PARTIES have agreed that Mobie Oy shall solely be responsible for resolving any such complaint and dispute caused by Mobie Oy’s fault at its own costs, including any refund and/or damages that may be payable to the end users; except any complaint and dispute caused by the User, including copyright or other intellectual property right of or relating to the User’s Products, which the User shall resolve at its own costs.

ARTICLE 13 – APPLICABLE LAW AND SETTLEMENT OF DISPUTES

13.1. The execution and performance of this Contract is governed by the laws of Hong Kong.

13.2. Any and all disputes that may arise between the Parties under or in connection with this Contract shall be primarily settled by friendly negotiations between the Parties. In the event that no settlement can be reached through consultation, the dispute shall be finally and bindingly resolved in arbitration in Hong Kong International Arbitration Centre (HKIAC) in accordance with the rules of HKIAC. The arbitration tribunal shall consist of one (1) arbitrator by the afore-mentioned Arbitration Board. The arbitration proceedings shall be conducted in the English language in accordance with HKIAC rules and regulations.