Standard Terms of Service
1. Introduction
This document sets out the Standard Terms of Service ("Terms") for all services offered by RAYVN AS ("RAYVN", "we", "us"). These Terms supplement and shall be part of the use agreement ("Agreement") that RAYVN (or a partner of RAYVN) enters into with each individual party ("Customer", e.g. legal person, like a private, non-profit or municipal corporation) before providing services to them. No Customer shall have any right to use services provided by RAYVN before executing an Agreement.
Throughout this document, terms like 'personal data', 'controller', 'processor', etc., shall have the meaning ascribed to them in regulation (EU) 2016/679 (General Data Protection Regulation, "GDPR"), Article 4.
2. License
Subject to the Agreement, RAYVN grants to the Customer a non-exclusive, non-transferable license (“License”) to use one or more named services in accordance with the Agreement.
For any License to be valid, the Agreement must:
(a) explicitly name and identify the services that the Customer is granted usage of;
(b) state any initial (one-off) and/or scheduled recurring fees that the Customer shall pay for the License;
(c) state the date from which the License commences;
(d) state an expiry date to which the parties have agreed upon, if any. The License (and all associated commitments on both parties, including payments) is valid under the Agreement and is automatically extended for another time period, unless the parties have agreed otherwise.
(e) be accepted, in writing (which shall, for the avoidance of doubt, include by means of electronic signature), by both parties.
3. Terms of sale
Use of the Services shall be subject to the timely payment of all invoices relating thereto in accordance with the Agreement.
Should the Customer need to order additional user accounts to the License during the Agreement period, RAYVN will arrange direct invoicing to ensure payment for the latest added users is consecutively covered.
RAYVN may by giving thirty (30) days' prior notice in writing change the prices payable by the Customer at any time, provided that, for services billed on a monthly, annual or otherwise recurring basis, the changes shall only become effective at the end of the current billing cycle.
4. Termination
The Agreement may be terminated by either party by giving thirty (30) days written notice to the other party.
Without prejudice to any right or remedy a party may have against the other for breach or non-performance of the Agreement, either party may immediately terminate the Agreement, by giving a notice in writing to the other party, if any of the following events occur:
(a) if any party fails to observe or perform any of its obligations and fails to remedy such breach (if capable of being remedied) within thirty (30) days after written notice thereof of the defaulting party by the non-defaulting party specifying the nature of the breach;
(b) if the Customer breaches any provision of clause 5 (Acceptable Use);
(c) 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;
(d) if RAYVN after the date of the Agreement engages with a new subprocessor not named as a trusted subprocessor in the Privacy Policy that the Customer objects to and the Customer notifies its objection to at least fifteen (15) days before the subprocessor engagement commences; or
(e) if RAYVN unilaterally makes modifications or amendments to the terms of the Agreement and the Customer notified RAYVN of its objection to the changes at least fifteen (15) days before the changes would have taken effect (cf. the ‘Changes to the Agreement’ section, below).
5. Acceptable Use
The Customer shall not use the services:
(a) in any unlawful manner or for any unlawful purpose;
(b) in any manner inconsistent with the Agreement;
(c) 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;
(d) to create, transmit, display or otherwise make available any content that is unlawful, harmful, threatening, tortuous, defamatory or invasive of another's privacy;
(e) in a way that could damage, disable, overburden, impair or compromise RAYVN's systems or security or interfere with other users; or
(f) 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 modify 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 party.
The Customers's user account(s) is/are strictly personal to the Customer, and the Customer shall not allow any third party or any person unauthorized 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.
6. Customer Data
Both parties acknowledge that the Customer is the sole controller of any content the Customer and its users enters into, uploads or otherwise provides to RAYVN's services (“Customer Data”). No transfer of intellectual property rights or legal responsibilities with regards to Customer Data shall occur, except where stipulated by privacy and data protection legislation, or as a result of the Customer’s use of the services.
7. Intellectual Property Rights
The Customer acknowledges that RAYVN has a proprietary interest in the services, that all intellectual property rights (including, without limitation, copyrights, design rights, trademarks, registered trademarks, patent applications and patents) in the services shall belong to RAYVN, 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. Neither party is allowed to make use of the other party’s intellectual property unless specifically agreed in writing.
8. Third party resources
RAYVN may within the services publish links to resources not part of the service and which are maintained by third parties. RAYVN makes no representation as to such third party services/ resources and shall have no liability for them or any content therein.
9. Additional Terms of Service
The following additional terms and conditions (“Additional Terms”) may be incorporated into the Agreement by reference as follows:
(a) Support Program (does not apply unless explicitly included in the Agreement)
(b) Service Level Agreement (does not apply unless explicitly included in the Agreement)
(c) Privacy Policy (shall always be deemed to apply and be part of the Agreement unless explicitly excluded in the Agreement)
(d) Other documents if expressly set out in the Agreement
10. Miscellaneous Provisions
10.1 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.
10.2 Force Majeure
In the event of a force majeure event on part of RAYVN preventing the Customer from utilizing the services for a period not exceeding thirty (30) days, the performance of the parties’ obligations contained herein shall be suspended for a period corresponding to the duration of the force majeure. It is hereby agreed that failure of a party to perform any of its obligation set out in this Agreement in accordance with the terms due to a force majeure event shall not be a breach of its obligations under the Agreement.
If the force majeure event persists for more than thirty (30) days, any question in respect of the continuance, further suspension or termination of the Agreement shall be settled by mutual agreement between the parties of the Agreement.
For the purpose of this clause, force majeure event shall mean an event which RAYVN could have reasonably exercised control of, including but not limited to acts of God, strikes, lockouts or labour disputes, riots, fire, insurrection, flood, explosions, wars, storms, earthquakes, accidents, acts of public enemy, rebellion, sabotage, vandalism, pandemics, hostilities, external and internal influences on the web that RAYVN has no control over.
10.3 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.
10.4 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 mandated by applicable law.
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 two years after the occurrence of the applicable cause of action.
10.5 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.
10.6 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.
10.7 Headings and Captions
The headings and captions are inserted in this Agreement, these Terms and any Additional Terms are for convenience only, and shall not be deemed to limit or describe the scope or intent of any provision.
10.8 Order of precedence
If there is any conflict or ambiguity between the Agreement, these Terms and any Additional Terms, the Agreement shall prevail over these Terms and any Additional Terms and these Terms shall prevail over any Additional Terms
10.9 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 and no party shall argue to the contrary. Nothing herein shall limit the right of any party to this agreement to seek to obtain in any court of competent jurisdiction any interim relief or provisional remedy, including injunctive relief.
11. Changes to the Agreement and these Terms
The Agreement may be modified or amended by:
(a) 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;
(b) RAYVN giving the Customer unilateral notice of amendment of the Agreement 60 days' prior to such changes taking effect.
Notwithstanding the above, these Terms and any Additional Terms may be modified unilaterally by RAYVN giving 60 days' notice to the Customer. Changes that only affects these Terms and not the main part of the Agreement shall not be deemed a unilateral amendment for the purposes for subparagraph (b) above.
