Standard Terms of Service

1. Introduction

This document sets out the Standard Terms of Service ("Standard Terms") for all services offered by RAYVN AS ("RAYVN", "we", "us").

These Standard Terms, together with the Commercial Terms, Service Level Agreement, Data Processing Agreement and other contract documents signed by the Customer form the use agreement ("Agreement") that RAYVN (or a partner of RAYVN) enters into with the customer ("Customer"), e.g. legal person, like a private, non-profit or municipal corporation.

The Customer and RAYVN are collectively referred to as the "Parties".

2. RAYVN Service

The service is a digital service delivered by RAYVN as a 'software as a service', with a web-portal and an app for mobile devices with the features and characteristics described in the service documentation (the "Service" or "Services").

From time to time, RAYVN may change and modify the Service, provide new versions or releases of the Service or individual Services. Customer acknowledges that RAYVN may do so at its own discretion, even if this may change the characteristics and specifications of specific components. RAYVN will provide information about the changes in the Service documentation.

RAYVN will endeavour to keep the Service, and individual components, applications etc up to date to preserve the integrity and security of the Service and/or to comply with this Agreement and the Service documentation. RAYVN shall notify the Customer about such updates, and necessary actions required by the Customer, normally by way of electronic notices.

Customer acknowledges that RAYVN depends on its third party supplier(s) for updates of third party services and that RAYVN does not guarantee to install such updates immediately and that RAYVN may elect not install certain updates or patches to preserve the integrity and security of the Service.

RAYVN may include features (e.g. functions, components or other separate elements) described as beta versions or test versions that indicate the feature is not a regular feature ("Trial Features"). Such Trial Features are provided on an as-is and as-available basis without any warranty and must be used accordingly and in accordance with any quotas or other limitations on a case by case basis. Unless indicated otherwise, usage based fees related to Trial Features will be recorded and invoiced as normal usage.

3. License

Subject to the Agreement, RAYVN grants to the Customer a non-exclusive, non-transferable license ("License"), which cannot be sublicensed to use one or more named Services in accordance with the Agreement.

For any License to be valid, the Agreement must:

1. explicitly name and identify the Services that the Customer is granted usage of;
2. state any initial (one-off) and/or scheduled recurring fees that the Customer shall pay for the License;
3. state the date from which the License commences;
4. state an expiry date or License period, if any.
5. be accepted, in writing (which shall, for the avoidance of doubt, include by means of electronic signature), by both Parties.

4. Term and termination

The Agreement commence from the date it is signed (the “Effective Date”) and shall continue in effect until for 1 (one) year (the “Term”).

The Agreement Term and the corresponding License period is automatically renewed for 1 (one) year at a time unless terminated by the Customer with 3 (three) months' notice, or by RAYVN with 6 (six) months' notice, before the renewal date.

Either Party may immediately terminate the Agreement for cause, by giving a notice in writing to the other Party, if any of the following events occur:

1. if any Party fails to observe or perform any of its obligations or otherwise is in breach of the Agreement, and fails to remedy such breach (if capable of being remedied) within thirty (30) calendar days after the other Party has sent a notice specifying the breach;
2. if the Customer breaches any provision of clause 7 (Acceptable Use);
3. if the Customer does not pay the due amounts after the expiry of the notice period described in the Commercial Terms clause 6.
4. if any Party becomes insolvent or is wound up or goes into liquidation whether compulsory or voluntarily except for the purpose of a bona fide amalgamation or reconstruction with the consent of the other Party;

Any Licenses shall be null and void from the time the Agreement is terminated for cause.

During the termination period, RAYVN shall provide reasonable assistance to Customer, including export or migration of Customer Data, logs to Customer (or another service provider) hosted by RAYVN. The assistance will be provided as a chargeable service according to the standard price list. The Customer is responsible for exporting or migrating data that the Customer has direct access to or data hosted by a third party. Export or migration of data will be in a standard machine readable format available to RAYVN. The Customer is responsible for providing access and paying for storage as well as any purchase software licenses or perform other (legal) acts in order to effect a transition or export of data. RAYVN will delete any residual Customer Data.

5. Commercial Terms

Use of the Services shall be subject to the timely payment of all fixed fees, License fees, usage based fees, additional support and maintenance fees and third party service fees/costs stated in RAYVNs standard commercial terms ("Commercial Terms"), unless otherwise agreed.

6. Availability and suspension

The Service is provided on an as-is and as-available basis and RAYVN will use its reasonable efforts to ensure that the Service is available, except during scheduled maintenance, updates or other changes to the Service.

RAYVN does not give any guarantees, however, about the Service or availability of the specific components, functions or characteristics of the Service or the access to data or that the use of the Services will be uninterrupted or error-free, and makes no representations or warranties of any kind, implied or expressed.

RAYVN has the right to (temporarily) deactivate or suspend use of the Services to the extent this is reasonably necessary for the maintenance, updating or modification of the system or if the integrity or security of the Service is threatened. RAYVN will seek to give advance notice about scheduled maintenance.

RAYVN may suspend the Service immediately if (a) the integrity and security of the Service is or may be threatened, or (b) continued use of the Services adversely effect the Service or other customers' use of the Service, for example if there is a risk of unauthorised use, (D)DOS attacks, threats of viruses, trojans or similar circumstances.

The sole and exclusive commercial remedy for interruptions, unavailability and other degradation of the Services are those set out in RAYVNs standard service level agreement ("Service Level Agreement").

7. Customer obligations and Acceptable Use

Customer shall use the Service in accordance with the Service documentation, training material and other tutorials or guides provided by RAYVN.

Customer shall ensure that the applications installed on Customer's systems, computers or handsets, used to access and use the Service, including the operative systems are kept up to date and that any applications are the latest versions provided by RAYVN.

The Customer shall not use the Services:

1. in any unlawful manner or for any unlawful purpose;
2. in any manner inconsistent with the documentation, user guides or other recommendations provided by RAYVN or the Customer's rights and obligations stated in the Agreement;
3. act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the Service or any operating system or other systems used by RAYVN;
4. to create, transmit, display or otherwise make available any content that is unlawful, harmful, threatening, tortuous, defamatory or invasive of any natural person’s privacy;
5. in a way that could damage, disable, overburden, impair or compromise RAYVN's systems or security or interfere with other users; or
6. to collect or harvest any information or data from the Service or RAYVN's systems or attempt to decipher any transmissions to or from the servers running the Services.

The Customer may only use the Services to the extent that such use is not prohibited under any laws applicable to the Customer, including any laws relating trade sanction or embargoes.

The Customer shall not use the Services or parts thereof in a way that infringes RAYVNs or third parties' Intellectual Property Rights (as defined and described in clause 9), including but not limited to modifying the Services in any way, create derivative versions thereof, reverse assemble, reverse compile, reverse engineer, engage in security tests (stress tests, penetration test or otherwise) of, or make the Services available for any use, directly or indirectly, by any other third party.

The user account(s) is/are strictly related to the Customer and personal to the individual user, and the User and/or the Customer shall not disclose the user credentials or other account details to, or otherwise allow any third party or any person unauthorised to act on the Customer's behalf to use such user account(s).

Exceptions to the usage described here may, at RAYVN’s sole discretion, be allowed (e.g. for security purposes), the details of which must be agreed upon in writing, before such usage commences.

RAYVN shall notify the Customer and request that the Customer take remedial action to ensure compliance with Clause 7 with reasonable period and that RAYVN may suspend the Service if remedial action is not completed within a deadline. RAYVN may suspend the Service immediately if the Customer has not taken remedial action within the deadline or if Customer's use cause a circumstance mentioned in Clause 2 fifth paragraph. RAYVN shall immediately notify the Customer when the Service is suspended.

8. Information security and data

8.1 Information security

RAYVN shall take appropriate measures to address the information security requirements associated with the performance of the Service and processing of personal data.

RAYVN shall as a minimum implement the measures described in the Service description and the Data Processing Agreement.

Customer shall implement reasonable and appropriate measures to protect the confidentiality and integrity of the Customer's own systems and applications that are used in combination with or otherwise interoperate with the Service.

8.2 Customer Data

Customer is responsible for all information and data in any form (i) submitted to RAYVN by Customer (ii) ingested or uploaded to the Service, (iii) any output of the Service, or (iv) otherwise relate to Customer (collectively "Customer Data").

The Customer is responsible for the suitability, quality, accuracy and legality of all Customer Data, including that the use does not infringe third parties' Intellectual Property Rights.

Customer warrants that Customer Data will comply with applicable laws, government regulations, and any other legal requirements, including but not limited to, any data localization or data sovereignty laws, regulations, and any other third party legal requirements applicable. Customer shall indemnify and hold RAYVN harmless for any claims from third parties, including alleged infringement of Intellectual Property Rights to the Customer Data.

RAYVN has no right to withhold the Customer Data and shall provide a copy of the Customer Data to Customer upon termination of the Agreement.

In the event of the loss or destruction of data, RAYVN must without undue delay restore or, if necessary, reconstruct the data. This will not apply if the data loss is due to errors in third-party deliverables, unless the RAYVN could or should have limited the extent and/or the consequences of such errors.

RAYVN shall be responsible for the costs of such reconstruction of the Customer's data to the extent the circumstance is within RAYVN control and if RAYVN is liable for its loss or destruction, but limited to the actual costs associated with recovering the data from the last back-up copy. In the event of the loss or destruction of data that is due to circumstances related to the Customer or circumstances which is beyond RAYVNs control, the Customer shall cover the documented additional costs of RAYVN resulting from such circumstances.

8.3 Personal Data

The Parties acknowledge that the Customer is the sole controller (as defined in General Data Protection Regulation Article 4) of any personal data included in the Customer Data. The Parties have executed a separate data processing agreement ("Data Processing Agreement") in accordance with General Data Protection Regulation.

The Parties acknowledge that with respect to third parties services the third party shall be deemed a sub-processor of RAYVN unless the Customer has a direct relationship with the third party, in which case the third party shall be deemed a direct processor and execute a separate data processing agreement with Customer.

Customer acknowledge and accept that RAYVN is the sole controller of all personal data which RAYVN determines the purpose for and means of processing of, such as the Customer's representatives and the personal credentials related to the user accounts, and that RAYVNs processing is regulated by RAYVN's Privacy Policy.

9. Intellectual Property Rights

RAYVN holds all intellectual property rights including, without limitation, copyrights, database rights, design rights, trademarks, registered trademarks, patent applications and patents and trade secrets (collectively "Intellectual Property Rights") in the Service or individual applications, libraries, components etc made available together with the Service.

The Customer retain ownership and Intellectual Property Rights, if any, to all Customer Data. Customer acknowledges that the Customer Data will be processed by RAYVN as part of the Customer's use of the Service, and grants the right to process and use the Customer Data for the purpose of providing the Service.

All Intellectual Property Rights in and to all third party services, applications, components, libraries, repositories or similar elements made available in the Service or which the Service interoperates with, are held by the relevant third party and the use subject to third party license or open source licenses.

Customer acknowledges that the Intellectual Property Rights shall belong to RAYVN or the relevant third party, and that the Customer shall have no right, title or interest in or to RAYVN’s proprietary or intellectual property or the Services other than the right to use the Services in accordance with the Agreement or any relevant third party license or open source license.

Except as provided for in Clause 3 (License) or Clause 8.2 (Customer Data), neither Party is allowed to make use of the other Party’s intellectual property unless specifically agreed in writing.

10. Third party content and services

RAYVN may within the Services publish links to resources not part of the Service and which are maintained by third parties, for example, but not limited to, Microsoft or other third party suppliers updates their services or software, police resources, search and rescue personnel or services, or other information resources.

RAYVN makes no representation as to such external third party services/resources and shall have no liability for them or any content therein.

RAYVN shall use its best efforts to verify that such third party content is in compliance with applicable law and regulations, as well as RAYVN security protocols.

Any third party software, services, or other products integrated with or used in connection with the Service (for example browser, electronic communication, cloud services, security and monitoring services) are subject to their own terms and conditions. RAYVN is not responsible for the availability or functionality of such third party software, service or products beyond the responsibilities, obligations or liability of such third party providers according to the relevant terms and conditions. RAYVN will provide information about the relevant third party providers upon request.

11. Subcontractors

RAYVN has the right to use subcontractors to perform its obligations. RAYVN may replace subcontractors at its own discretion.

If the subcontractors are sub-processors listed in Appendix B to the Data Processing Agreement, RAYVN shall notify the Customer if RAYVN intends to replace a sub-processor. Customer may not object to replacement of sub-processors without objective justification (e.g. adverse effect on level of personal data protection).

12. Miscellaneous Provisions

12.1 Confidentiality

The Parties shall hold in strict confidence all provisions of the Agreement and all information furnished by the other Party under the Agreement. Any such information shall not be disclosed to any other Party without the prior written consent of the Party which had originally disclosed such information first being obtained, unless disclosure of such information is necessary for the proper discharge of either Party’s rights or obligations under the Agreement and in law. The confidentiality undertakings herein provided shall survive any termination, expiration or rescission of the Agreement.

Unless otherwise specified in the Agreement, RAYVN may refer to the Customer as one of RAYVN’s customers and use the Customer’s logo as part of such reference, provided that RAYVN complies with any trademark usage requirements notified to it by the Customer.

12.2 Force Majeure

If a Force Majeure Event prevent Customer from utilizing the Services, the performance of the Parties’ obligations contained herein shall be suspended.

Any failure of a Party to perform any of its obligation set out in this Agreement due to a Force Majeure Event shall not be deemed a breach of the obligations under the Agreement.

If the Force Majeure Event persists for more than thirty (30) calendar days, any question in respect of the continuance, further suspension or termination of the Agreement shall be settled by mutual agreement between the Parties.

For the purpose of this clause, "Force Majeure Event" shall mean a circumstance which a Party could not have reasonably exercised control of, including but not limited to strikes, lockouts or labour disputes, riots, fire, insurrection, flood, explosions, wars, storms, earthquakes, accidents, acts of public enemy, rebellion, sabotage, vandalism, pandemics, hostilities, or other circumstances that RAYVN has no control over.

12.3 Severability and Invalidity

Should any part or provision of the Agreement be held invalid, unenforceable or in conflict with the law of any relevant jurisdiction, the validity and enforceability of the remaining parts or provisions shall not be affected by such holding. The parties of the Agreement shall undertake to replace such invalidated part, if necessary, by a replacement and non-conflicting term in the same spirit as the original. If any provision of this Agreement is so broad as to be held unenforceable, such provision shall be interpreted to be only so broad as is enforceable.

12.4 Exclusion and Limitation of Liability

Neither Party shall be liable for any damages suffered by the use of the Services. Neither Party shall be liable for any non-performance of their obligations under this Agreement to the extent that the non-performance is necessary to comply with applicable laws.

Neither Party’s maximum aggregate liability arising out of this Agreement or any related agreement between the parties shall in any event exceed the fees paid to RAYVN under the agreements giving rise to the claim during the twelve (12) month period immediately preceding the aggrieved Party’s first assertion of any claim against the other, regardless of whether any action or claim is based in contract, misrepresentation, warranty, indemnity, negligence, strict liability or other tort or otherwise.

Both Parties agree that these exclusions and limitations apply even if the remedies are insufficient to cover all of the losses or damages of the aggrieved Party or its affiliates, or fail of their essential purpose and that without these limitations the fee for the Services would be significantly higher. Neither Party may commence any action or proceeding under this Agreement more than three years after the occurrence of the applicable cause of action.

12.5 No Waiver

No failure or delay on the part of either Party to exercise any right under the Agreement for any one or more of the breaches shall be construed to prejudice any right for any other or subsequent breaches; nor shall it be construed as a waiver, extension, or forbearance of any other terms, conditions, or covenants of the parties hereunder.

12.6 Assignment

RAYVN may at any time assign any or all of its rights and obligations under the Agreement to any company controlled by RAYVN or under common control with RAYVN, provided that it gives prior written notice of such dealing to the Customer.

The Customer shall not without the prior written acceptance of RAYVN assign, transfer or deal in any other manner with any of its rights and obligations under the Agreement.

12.7 Headings and Captions

The headings and captions in the Agreement documents are for convenience only, and shall not be deemed to limit or describe the scope or intent of any provision.

12.8 Order of precedence

If there is any conflict or ambiguity between these Standard Terms and any other Agreement document Commercial Terms shall prevail.

12.9 Governing Law and Jurisdiction

The Agreement shall be construed and governed in accordance with the laws of Norway and the parties agree to submit to the exclusive jurisdiction and venue of the courts of Norway. Nothing herein shall limit the right of any Party to seek to obtain in any court of competent jurisdiction any interim relief or provisional remedy, including injunctive relief.

13. Changes to the Agreement and these Standard Terms

The Agreement may be modified or amended by:

1. RAYVN and the Customer agreeing upon (i) a new Agreement that explicitly supersedes the Agreement; or (ii) additional terms that apply and that take precedence over this Agreement;
2. RAYVN giving the Customer unilateral notice of modifications or amendment of the Agreement, 60 calendar days' prior to such changes taking effect.

Notwithstanding the above, these Standard Terms, Service Level Agreement, Service documentation, Standard Prices, Security Policy may be modified unilaterally by RAYVN giving 60 calendar days' notice to the Customer.

The changes will become effective for existing Agreements if such modifications or amendments are necessary for the delivery of the RAYVN Service, to preserve the integrity and security of the Service, compliance with applicable laws or if it otherwise follows from the Agreement.