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1. DEFINITIONS

“You”, “Your” and “Licensee” refers to the entity that has ordered services from Lucidtech AS (“Lucidtech”) with legal entity number 918 345 787 MVA or an authorized distributor. Lucidtech and the Licensee may also be referred to as a “Party” and together as the “Parties”. The delivery of services are subject to the terms in this document (“Terms of Service”) and the following documents, applicable at any time (altogether the “Services Agreement”): “Confidential Information” means information that:
  1. is by its nature confidential;
  2. is designated in writing by one of the Parties as confidential;
  3. the Parties knows or reasonably ought to know is confidential; or
  4. Information comprised in or relating to any Intellectual Property Rights of one of the Parties
“End User” means Licensee’s employees, sub-contractors, customers and any other third parties that have access to the Service. “Intellectual Property Rights” means all rights in and to any copyright, trademark, trade name, design, patent, know how (trade secrets) and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic field and any application or right to apply for registration of any of these rights and any right to protect or enforce any of these rights. “Representative” means a person who will have the authority to act on behalf of that Party in all matters concerning the Agreement. “Service” means the software and services described in Description of Service and in the Services Agreement.

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2. THE SERVICES

This Terms of Service sets out the Parties rights and obligations regarding delivery of the Service. The Terms of Service is valid for the Services Agreement to which it accompanies. Upon the Parties’ signature on the License Agreement, Licensee has the limited right to integrate the Service into Licensee’s software subject to the terms of the Services Agreement. Upon payment for the Service, Licensee will have a perpetual, non-exclusive, non-assignable, royalty free license to use for internal business operations anything developed by Lucidtech and delivered to Licensee under the Services Agreement. Lucidtech shall, during the term of the Services Agreement, provide the Service as set out in the Services Agreement. Lucidtech reserves the right to make improvements, add, modify or remove functionality, or correct any errors or defects in the Service at its sole discretion, without any obligation or liability resulting from such act or defects. Lucidtech will however not remove functionality which in Lucidtech’s reasonable opinion must be considered as core functionalities for a service such as the Service without reasonable notification to the Customer. Lucidtech will, as part of the Services, provide the Licensee with Lucidtech’s standard customer support services and will provide a level of Service as set out in a separate SLA. Lucidtech may use sub-contractors to provide the Services including all support and maintenance.

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3. CHANGES TO THE TERMS OF SERVICE

Lucidtech has the right to make less significant changes, revisions and updates in the Terms of Service, without prior notice. Accordingly, Licensee should revise the Terms of Service regularly for updates. Significant changes will be notified in advance.

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4. OBLIGATIONS OF THE LICENSEE

The Licensee shall provide Lucidtech with sufficient and correct information required for delivering the Services. The Licensee is responsible for compliance with any applicable legal requirements. Licensee may not distribute, sell, license, rent, lease, sub-license, assign or transfer any rights granted to Licensee by this Terms of Service and other rights related to the Service to a third party or authorize other to utilize the Service without a written agreement with Lucidtech. The Licensee shall not use the Service in a way that violates any laws, infringes on anyone’s rights, is offensive, or interferes with the Service or any features on the Service, contradicts with the purpose of the Service as set out in the Services Agreement, including the Description of Services, and undertakes to ensure that all users respect this Terms of Service and the End User License Agreement. The Licensee is responsible for the End User’s fulfilment of the obligations under the EULA. Licensee shall notify Lucidtech immediately of any unauthorized use or any other breach of security. Violation of the terms in Section 7 may result in immediate termination of this Terms of Service. Unless Lucidtech believes an immediate suspension is required, Lucidtech will provide reasonable notice before terminating an account.

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5. CUSTOMER DATA AND PRIVACY

All content uploaded to, transferred through, posted, processed or entered into the Service by the Licensee and/or End Users shall remain the sole property and responsibility of the Licensee. Lucidtech shall have no liability or responsibility for any Licensee or user content. The Licensee represents and warrants that the content uploaded on or through the Service by the Licensee or End Users, does not violate any third party’s rights, including the privacy rights, publicity rights, copyrights, contract rights, Intellectual Property Rights or any other rights. The Licensee or Licensee’s customer is data controller for all personal data Lucidtech processes as a part of providing the Services. Lucidtech is a data processor. The data controller’s and Lucidtech’s duties and responsibilities regarding processing of personal data are set out in Lucidtech’s standard Data Processing Agreement. For information about how Lucidtech collects and uses personal data where Lucidtech is the data controller, including the rights of the data subjects, please review Lucidtech’s Privacy Policy. The parties’ liability for damage suffered by a data subject or other natural persons which is due to a violation of the General Data Protection Act (Regulation 2016/679), the General Data Act with regulations or other regulations that implement the General Data Protection Act, will follow the provisions of article 82 of the General Data Protection Act. The parties are individually liable for administrative fees imposed pursuant to article 83 of the General Data Protection Act.

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6. CONFIDENTIALITY

Neither Party may use, disclose or make available to any third party the other Party’s Confidential Information, unless such use or disclosure is done in accordance with this Terms of Service. Each Party must hold the other Party’s Confidential Information secure and in confidence, except to the extent that such Confidential Information:
  1. is required to be disclosed according to the requirements of any law, judicial or legislative body or government agency; or
  2. was approved for release in writing by the other Party, but only to the extent of and subject to such conditions as may be imposed in such written authorization.
This clause will survive the termination of the Services Agreement.

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7. INTELLECTUAL PROPERTY RIGHTS

All Intellectual Property Rights over and in respect of the Service are owned by Lucidtech. The Licensee does not acquire any rights of ownership to the Service, including, but not limited to any of Lucidtech’s APIs, software, workflows, web applications, configurations of the Service, machine learning technology, machine learning models or trained machine learning model weights. Nothing in the Terms of Service purports to sell, transfer or in any way convey to either Party any of the other Parties Intellectual Property Rights.

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8. INDEMNIFICATION

A Party shall be fully indemnified in respect of any liability for damages imposed on it in relation to a third party and any legal costs incurred, including the Party’s own costs connected to dealing with the case, in connection with a defect in title, provided that the Party seeking compensation
  1. notifies the other Party promptly in writing, not later than 30 days after he receives notice of the claim (or sooner if required by applicable law);
  2. gives the other Party sole control of the defense and any settlement negotiations; and
  3. gives the other Party the information, authority and assistance necessary to defend against or settle the claim.
The Licensee must indemnify, defend and hold Lucidtech harmless from any claims (including third party claims), demands, actions, suits, expenses (including attorney’s fees) and damages (including indirect or consequential loss) resulting in any way from:
  1. Licensee’s and Licensee’s employee’s use or reliance on the Service,
  2. any breach of the terms of this Terms of Service by the Licensee or any Licensee employee.
This clause will remain in effect after termination of the Services Agreement.

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9. NOTIFICATION OF INCIDENTS AND DEFAULT

The Licensee shall notify Lucidtech of any incident or default, in regards to the Services. If the Licensee wants to submit a demand due the incident or default, the Licensee must specify the complaint in writing within reasonable time after the discovery of the incident or default or by the time the incident or default should have been discovered by the Licensee.

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10. FORCE MAJEURE

Each Party will be excused from their obligations for any period during which, and to the extent that, such Party or any subcontractor is prevented from performing any obligation under the Terms of Service, in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence, including without limitation, strikes, lockouts, acts of terrorism or war, epidemics, communication line failures and power failures. The Party who fails to perform due the force majeure, must give notice to the other Party of the impediment and its effect on its ability to perform. If such notice is not received by the other Party within a reasonable time after the Party who fails to perform knew or ought to have known of the impediment, the Party will be held liable for damages resulting from non-performance. The Licensee may terminate the contract after 100 days if Lucidtech cannot perform its obligations under this contract, and will not be entitled to a refund.

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11. LIMITATION OF LIABILITY

The Service is delivered “as is”. The liability of Lucidtech is limited to the delivery of the Services and Lucidtech does not guarantee compliance with Licensee’s purposes or legal requirements applicable for the Licensee’s use of the Service. To the extent permitted by Norwegian law, the Parties will in no event be liable for indirect damages, such as business interruption, loss of data or information of any kind, any consequential, incidental, or any lost profits or lost revenues resulting from and/or relating to the use of the Service. Overall damages during a period of 12 months are limited to an amount corresponding to total annual consideration set out in the Services Agreement. The said limitations shall not apply in the case of gross negligence or wilful misconduct or apply to breaches related to processing of personal data.

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12. TERMINATION

If there is a material breach of contract, the other Party may, after giving the Party that is in breach of contract written notice and a reasonable deadline for remedying the situation, terminate the Terms of Service for breach with immediate effect. Lucidtech reserves the right to suspend delivery of the Services if the Licensee fails to timely pay any undisputed amounts under this Terms of Service, but only after Lucidtech notifies Licensee of such failure and such failure continues for 14 days. In the case of debt rescheduling proceedings, composition with creditors, bankruptcy, or any other form of creditor intervention, in respect of the business of Lucidtech, the Licensee shall be entitled to terminate the Terms of Service or breach with immediate effect, unless otherwise stipulated by mandatory law.

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13. EXIT

Upon termination of the Services Agreement, Lucidtech shall delete all Licensee’s and End User’s data, any documentation developed specifically for the Licensee, and anything else the Licensee holds the rights to which Lucidtech has possession of. The exit activities shall be carried out so that the work is completed by the end of the Services Agreement, unless the Parties agree otherwise in writing. The Licensee shall initiate and otherwise contribute to the transfer so that Lucidtech may perform the work on exit in a timely manner.

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14. GOVERNING LAW AND DISPUTES

This Terms of Service shall be governed by and interpreted in accordance with Norwegian law. Disputes arising in connection with or as a result of this Terms of Service shall be settled by court proceedings unless the parties agree otherwise. Any court proceedings shall be brought before Oslo District Court.