Master Subscription Agreement

IGNOS is willing to license the Subscription Items to the Customer, provided that the terms of this MSA governs the use of such Subscription Items. If you do not accept all the terms and conditions in this MSA, you are not entitled to use any of the Subscription Items.

This MSA constitute a legally enforceable agreement between you and IGNOS.

If the Customer has ordered Professional Services, these are regulated by IGNOS’ Professional Services Agreement, that can be found here.

Defined terms used in this MSA is set out in Section 15.

1. Grant and use

1.1 License grant to subscription items

The Customer shall have a non-exclusive, payable, non-sublicensable, non-transferrable user right to the Subscription Items covered by the Subscription, during the Term.

1.2 Restrictions

The Customer’s use of the Subscription Items shall be restricted to

• the Customer’s Normal Business Activities in the Territory;and
• the Customer’s own use only (which for the sake of clarity shall not include access or use by any other than the legal entity identified as the Customer).

The Customer shall not, directly or indirectly, sublicense or transfer the rights granted to it under this MSA. The Customer shall not make access to the Subscription Items available to any third parties.

Except as explicitly stated in this MSA, this MSA shall not grant the Customer any right or license to the Subscription Items, or any other IPR or property of IGNOS, and no license or other rights shall be created by implication or estoppel. In particular, but without limiting the generality of the foregoing, no right or license in or access to source code to the Subscription Items, is granted hereunder.

The Customer shall not itself and shall not permit any others to:

• modify, alter, adapt, translate, reverse-engineer, decompile, disassemble or attempt to discover the source code, underlying ideas, algorithms, file formats or programming interfaces of any other Subscription Items, or any other IGNOS Technology in any way; or
• prepare any derivative works of the Subscription Items, or reproduce, distribute, sell, or resell other Subscription Items, or any other IGNOS Technology in any manner or for any purpose.

The Customer shall not, directly or indirectly, use such information disclosed by IGNOS or the Reseller, or gained by the Customer from the Subscription Items to design, specify, develop, integrate, market, license, distribute, or host any Subscription Items that are competitive with any of the Subscription Items, or disclose any such information to any third party.

1.3 Open source software

The Subscription Items may be based upon open source code or source code licensed from IGNOS’s third party licensors and subcontractors. Relevant open source licenses and third party licenses may be published on IGNOS’ webpage. These license terms are applicable also for the Customer’s use of such software.

2. Acceptable use

The Customer shall be responsible for its conduct, Customer Data, and communications with others while using the Subscription Items. The Customer shall comply with the following requirements when using the Subscription Items:

1. The Customer shall use the Subscription Items in compliance with, and only as permitted by, Applicable Laws.
2. The Customer shall not misuse the Subscription Items by interfering with their normal use, or attempting to access them using a method other than through the interfaces and instructions that is provided to the Customer.
3. The Customer shall not circumvent or attempt to circumvent any limitations that IGNOS imposes on the Customer’s account.
4. Unless authorized by IGNOS in writing, the Customer shall not probe, scan, or test the vulnerability of any Subscription Items or system, network, or component used for providing the Subscription Items.
5. If the Customer engages in abnormal usage of the Subscription Items, which adversely affects the speed, responsiveness, stability, availability, or functionality of the Subscription Items for other users, IGNOS will endeavor to notify and assist the Customer to remedy such usage to a level not affecting the Subscription Items for other users.
6. Should the Subscription Items run on Google Cloud Platform, use of the Subscription Items shall be subject to the at all times most current Google Cloud Platform Acceptable Use Policy. This policy is currently published here. Should the Subscription Items run on Microsoft Azure, use of the Subscription Items shall be subject to the at all times most current Microsoft Terms of Use. This policy is currently published here.

3. Fees and payment obligations

As a consideration for the right to access and use the Subscription Items, the Customer shall pay IGNOS the fees set forth in the applicable Order Form(s). All fees are non-cancelable and nonrefundable, except as expressly specified in the Order Form(s) or this MSA.

Unless otherwise stated in the applicable Order Form(s), the following shall apply:
The Customer shall in advance pay an annual fee for the Subscription Items. The annual fee encompasses twelve 12 months of access of the Subscription Items. The fee is thereafter to be paid annually on the day of the year corresponding to the day the Customer gained access to the Subscription Items.

IGNOS shall invoice the Customer for all due fees and the Customer shall pay all undisputed invoices by the agreed payment method within 30 days from the receipt of invoice.

Each Party is responsible to pay any local taxes imposed by law of Party’s home country related to the purchase of ordered Subscription Items. Invoices from IGNOS do not include taxes, except VAT in the case of Norwegian customers.  Customer cannot withhold any part of the invoiced amount as payment of taxes.

Licenses and all the accompanying rights to use the Subscription Items are granted to the Customer on the condition that all the due fees are paid to IGNOS in full and on time. However, if payment has not been made within 30 days of receipt of invoice, IGNOS shall provide 30 days written notice of default to Customer. If, after 30 days from Customer’s receipt of notice, payment has not been received, IGNOS may suspend all use of the Subscription Items not paid for until such time that payment is made in full.

If the Customer fails to make any payment when due, then, IGNOS shall from the first day of delayed payment be entitled to interest on any overdue amount in accordance with the Norwegian Act on Late Interests (NO: Forsinkelsesrenteloven) in respect of such unpaid amount. IGNOS shall not exercise its right if the Customer is disputing the applicable payment obligation reasonably and in good faith and is cooperating diligently to resolve the dispute.

Price adjustments: The price for the IGNOS Software may be adjusted after the Initial Term and at the beginning of any subsequent Renewal Term by no more than five percent (5%) than the immediately preceding term and by providing no less than 65 days prior written notice.

4. Changes and updates

4.1 Changes to the end customer’s subscription

If at any time the Customer wishes to change or extend its Subscription beyond the scope defined in the Order Form and IGNOS accepts, such changes shall be defined in an amendment to the Order Form, signed by the Parties, and this MSA shall apply to any such changes to the Customer’s Subscription. In such case, the latest dated and signed amendment to the Order Form shall constitute the scope of the Subscription.

4.2 Modification to the subscription items

IGNOS shall be entitled to make commercially reasonable changes to the Subscription Items from time to time. Such modifications may include introduction of new subcontractors.

IGNOS shall announce if it intends to (i) discontinue, or (ii) make backwards incompatible changes to, the functionality of the Subscription Items, on IGNOS’ webpage or on such other webpage/platform as IGNOS may notify to the Customer.

IGNOS shall use commercially reasonable efforts to continue to operate the Subscription Items’ functionality and features without these changes for at least one (1) month after that announcement, unless:

(i) required by Applicable Laws; or
(ii) doing so creates a security risk.

5. Support and service level agreement

6. IPR, improvements and customer data

6.1 Ownership of the subscription items

Each of IGNOS and its third party licensors are and shall remain the sole and exclusive owners of all right, title, and interest in and to the Subscription Items and the IGNOS Technology.

6.2 Background IPR

IGNOS and the Customer are and shall remain the sole and exclusive owner of all right, title, and interest in and to its own Background IPR and this MSA does not affect such ownership. No rights to the other Party’s Background IPR is acquired under this MSA, unless expressly stated. For the avoidance of doubt and without limiting the generality of the foregoing, the Subscription Items and Improvements shall be considered IGNOS’s Background IPR.

6.3 Improvements

IGNOS shall be the sole and exclusive owner of all Improvements and any and all IPR related thereto and shall have the right to use and commercialize any Improvements at its discretion without any restrictions whatsoever.

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6.4 Retained ownership to customer data

The Customer shall, except if otherwise agreed between the Reseller and the Customer, retain ownership to Customer Data.

In order for IGNOS to continue the development of IGNOS Technology and/or IGNOS Applications, and other new software technologies for the benefit of Customers, the Customer hereby grants to IGNOS a limited, sublicensable right to use anonymized Customer Data that is processed in IGNOS Applications or IGNOS Technology, for the duration of the Term. IGNOS shall only use the anonymized Customer Data for the purpose set out in this section.

IGNOS shall not use Customer Data for any purpose other than for the delivery of the Subscription Items or as otherwise explicitly permitted herein, and IGNOS shall, upon being notified that the Subscription has expired or otherwise upon the Customer’s request, delete or destroy all copies of Customer Data stored on any computer or other device or which are otherwise in IGNOS’s possession or control, except to the extent IGNOS is required to retain such Customer Data by Applicable Laws.

6.5 Handling customer data

IGNOS shall maintain administrative, physical, and technical safety measures for protection of the security and confidentiality of Customer Data, including but not limited to measures to prevent access, use, modification, or disclosure of Customer Data, except as expressly permitted by the Customer in accordance with this MSA and with Applicable Laws.

IGNOS shall promptly inform the Customer of any known or reasonably suspected security breach or unauthorized disclosure of Customer Data, personal data, or Confidential Information (“Security Event”). If there is a Security Event, IGNOS shall (i) take all steps to mitigate any potential damages; and (ii) promptly respond to security-related inquiries from the Customer and take all steps to identify, investigate, and resolve applicable security issues on a timely manner.

6.6 Personal data

If Customer includes any personal data in Customer Data, the Customer acknowledges that IGNOS’s standard Data Processing Agreement shall apply between the Customer (as data controller) and IGNOS (as data processor). In case the Reseller has access to personal data included in the Customer Data, the Customer acknowledges that IGNOS’s standard Data Processing Agreement shall apply between Customer (as data controller), Reseller (as data processor) and IGNOS (as sub-processor). IGNOS’s standard Data Processing Agreement is available at IGNOS’ webpage (as amended from time to time).

6.7 Backup

The Customer shall be responsible for maintaining, protecting, and making backups of all Customer Data sent to IGNOS.

6.8 Infringements

If the Subscription Items infringe any third party’s IPR, then any claim from such third party shall be notified to IGNOS. For the avoidance of doubt, IGNOS has no obligation to indemnify the Customer for such claim.

Until any infringement is resolved, IGNOS shall be entitled to make the Subscription Items in question unavailable to the Customer.

7. Confidentiality

All Confidential Information exchanged or otherwise transferred between IGNOS and the Customer shall be treated as confidential and shall not be disclosed by the receiving Party to any third party, or used by the receiving Party for any other purpose than for which it is disclosed, without the written consent of the disclosing Party, unless such Confidential Information:

(a) is already known by rightful means to the receiving Party at the time the information was received;

(b) is or becomes part of the public domain other than through a fault of the receiving Party;

(c) is received from a third party without an obligation of confidentiality of which the receiving Party was or should have been aware;

(d) is required by Applicable Laws, governmental, or other public authority regulation or decision, or ordered by a court of law.

Where the circumstances set out in Section 7 (d) apply, the receiving Party shall disclose only that portion of the Confidential Information which it is legally required to disclose. The receiving Party shall exercise its best efforts to obtain reasonable assurances that confidential treatment shall be accorded such Confidential Information.

Without prejudice to the foregoing, (i) the receiving Party may disclose Confidential Information to a third party to the extent necessary for the performance of the Subscription Items, provided that the receiving Party shall procure that such third party shall be bound by such confidentiality obligations at least as onerous as set out in this Section 7, and (ii) IGNOS shall be entitled to name the Customer as a user of the Subscription Items for reference purposes in its marketing efforts, and may strictly for the purpose thereof reproduce the Customer’s tradenames and logos.

The receiving Party shall ensure that Confidential Information shall be handled securely and shall be stored in locked files. Electronically stored information shall be inaccessible to unauthorized personnel.

This obligation to observe confidentiality shall continue for five years after the expiry or termination of the Order Form and this MSA.

8. No warranties, liabilities or remedies offered by Ignos

“As-is”. IGNOS makes no warranty concerning the Subscription Items. Accordingly, the Subscription Items and all other data, materials and documentations provided in connection with this Agreement by IGNOS and its partners are provided “as is” and “as available”, without representations or warranties of any kind.

Disclaimer. To the extent permitted by law, IGNOS and its partners and suppliers make no other warranties, express or implied, by operation of law or otherwise, including, without limitation, any implied warranties of no infringement, merchantability or fitness for a particular purpose or any implied warranties arising out of course of performance, course of dealing or usage of trade.

Direct loss. IGNOS’s total cumulative liability to Customer for any and all claims arising from or in connection with this Agreement (under any legal theory including claims in contract or tort), shall not exceed the amounts actually paid by Customer to IGNOS in the twelve months immediately preceding the Customer’s formal written notice of the claim for liability hereunder. All claims Customer may have against IGNOS shall be aggregated to satisfy this limit and multiple claims shall not enlarge this limit.

Indirect loss. In no event shall IGNOS be liable for special, incidental, direct or consequential damages arising out of or in connection with this Agreement (under any legal theory including claims in contract or tort), including, but not limited to, interrupted communications, lost data or lost profits, and damages that result from inconvenience, delay or loss of use of any information or data or of the Subscription Items, IGNOS Technology and/or IGNOS Applications, even if IGNOS has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy provided herein.

9. Term and termination

9.1 Term

Unless otherwise agreed, the Agreement has an initial term of twelve months (“Initial Term”). If the Agreement is not terminated before three (3) months prior to end of the Initial Term, this Agreement shall automatically renew for successive periods of one year (each a “Renewal Term”, and together with the Initial Term, the “Term”), unless one of the parties gives written notice of non-renewal at three (3) months prior to the expiration of the then-current Term.

If the Order Form is terminated (for any reason), the Agreement shall terminate at the end of the then current Renewal Term.

9.2 Termination for breach

Any Party is entitled to terminate the Agreement, if the other Party is in material breach of the Agreement and fails to remedy the breach within thirty days following written notice of breach. If the material breach is not possible to remedy, the Party may terminate the Agreement with immediate effect.

9.3 Termination for insolvency

Any Party may immediately terminate the Agreement by written notice if:

• an order is made, or a resolution is passed for the winding up or insolvency of the Party, or the Party makes an assignment for benefit of creditors generally, or a receiver or administrator is appointed to its assets or any similar process is put into effect or the Party suspends payment of its debts or is unable to pay its debts as they become due; or

• the Party files for bankruptcy, becomes insolvent, or makes a general compromise or arrangement with its creditors.

9.4 Effect of termination

If the Subscription pursuant to Section 11 terminates or expires, for whichever reason, the license grant set out in Section 1 terminates simultaneously.

10. Compliance with applicable laws

10.1 General

The Parties shall comply with any Applicable Laws of any authority having jurisdiction in general and in connection with this MSA and the Subscription Items.

10.2 Health, security and environment, and anti-bribery

The Customer shall (i) give priority to safety in order to protect life, health, the environment, and property; and (ii) ensure that tax deductions and other payments are made in accordance with Applicable Laws.

Without limiting the generality of this Section and in recognition of the Applicable Laws relating to anti-bribery and corruption of any country in which IGNOS delivers the Subscription Items, the Customer and the Reseller shall not for itself or anyone else, directly or indirectly:

(a) give or offer any improper advantage to anyone as a consequence of their holding or in connection with the performance of a post, office, or commission;

(b) request, receive, or accept an offer for an improper advantage in connection with the performance of a post, office, or commission;

(c) give or offer any improper advantage with the purpose of influencing the performance of a post, office, or commission; or

(d) request, receive, or accept an offer for an improper advantage with the purpose of influencing the performance of a post, office, or commission.

11. Governing law and disputes

11.1 Governing law

The Agreement shall be exclusively governed by and construed in accordance with the laws of Norway.

11.2 Dispute resolution

If at any time a dispute, controversy, or claim arising out of or in connection with the Agreement shall arise, then any Party shall give notice to the other Party in writing of the existence of such dispute, controversy, or claim, specifying its nature and the point of issue. The Parties shall have sixty (60) days from the date of such notice, or such later period as may be agreed, to resolve such dispute, controversy, or claim amicably.

Disputes, controversies, or claims among the Parties that remain unresolved at the expiration of the period specified above may be referred by either Party to and shall be finally and exclusively settled by the court with Sør-Rogaland District Court as the legal venue.

12. Miscellaneous

12.1 Assignment prohibition

To the extent permitted by Applicable Laws, IGNOS may assign this Agreement. The Customer shall not assign this Agreement, unless agreed between the Parties in writing.

12.2 Updates to the MSA

IGNOS shall be entitled to update this MSA to reflect changes in Applicable Laws, modifications to the Subscription Items, or for any other legitimate and reasonable reason.

13. Structure

The terms and conditions of the Agreement between the Parties are set out in the following documents:

1. Order Form
2. This MSA
3. If applicable, IGNOS SaaS SLA
4. If applicable, Data Processing Agreement
5. If applicable, Professional Services Agreement
6. If applicable, Amendment Order Form

Together these documents constitute the Agreement.

In case of conflict between the documents referred to above, document (a) shall prevail over the other documents.

Any amendments to the Agreement after the Agreement have been entered into shall be done in writing and included in the Amendment Order Form (f) to be signed by both Parties. The Amendment Order Form (f) shall prevail over the existing Agreement when signed by both Parties.

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14. Definitions

“Agreement” means the understanding between the Parties in the documents set out in Section 14.

“Applicable Laws” means all applicable laws, regulations, requirements, or orders, which are issued by any governmental body with legal authority to exercise legislative, judicial, regulatory, or administrative functions.

“Applications” means software applications.

“Background IPR” means any IPR conceived, designed, created, developed, reduced to practice, or otherwise acquired or controlled by IGNOS or the Customer prior to, or otherwise outside of and unrelated to the scope of this MSA.

“Confidential Information” means any information concerning IGNOS and the Customer that may reasonably be considered as proprietary or confidential, whether in a tangible or intangible form, and whether or not designated by a Party as proprietary or confidential, including, without limitation, procedures, documentation, marketing data, trade secrets, know-how, technical data, software, source codes, valuations, costs, rates, and prices and any other information of a proprietary or confidential nature relating to the disclosing Party or its business, as well as any information created or derived from any such information, irrespective of disclosing medium and storage. The Confidential Information may be labelled as “confidential”, “proprietary”, or similar without this being an explicit requirement for protection as Confidential Information.

“Data Processor Agreement” has the meaning set out in Section 6.6.

“Effective Date” has the meaning set out in the Order Form.

“Customer” means you, the legal entity who has entered into an Order Form with IGNOS for a Subscription of certain Subscription Items.

“Customer Data” means data received by IGNOS from the Customer, or from a third party on behalf of Customer, including any personal data, for use as basis for the Subscription. The term “Customer Data” shall include raw data, data that has been derived from raw data, and processed data, i.e. in the form raw data appears after it has been processed by IGNOS.

“IGNOS” means Ignos AS, a Norwegian limited liability company with company registration number 926 742 221, with corporate seat in Norway.

“IGNOS Applications” means Applications owned or licensed by IGNOS and existing at the Effective Date, excluding Applications developed by or on behalf of IGNOS for the exclusive use of a third party.

“IGNOS SaaS SLA” means IGNOS’s standard service level agreement (available at IGNOS’ webpage, as amended from time to time.

“IGNOS Technology” means IGNOS Applications, any other technologies owned or licensed by IGNOS, and all underlying IPR therein and thereto, including Improvements.

“Improvements” means any and all modifications, improvements, or further developments of IGNOS Applications, and IGNOS Technology.

“Initial Term” means a twelve month period from the Effective Date or as otherwise specified in an Order Form

“IPR” means intellectual property rights of any kind existing now or in the future anywhere in the world, whether registered or not, and all applications, renewals, extensions of, and rights to apply for the same, including without limitation, patents, trademarks, design rights, copyright, publishing rights, moral rights, database rights, service marks, logos, business names, domain names, trade names, and other rights in goodwill, know-how, trade secrets, and other protected material, each in any form or format, including without limitation any and all intellectual property rights in and to any inventions, new technology, reports, data, data structures, databases, calculations, documents, drawings, sketches, specifications, equipment, algorithms, heuristics, computer programs, and source codes for software, and including without limitation the right to sue for passing off or unfair competition, rights to use, and to protect the confidentiality of, Confidential Information, and all other intellectual property rights, and rights to claim priority from such rights, and all similar or equivalent rights or forms of protection.

“Normal Business Activities” means all activities that are presently, or may reasonably become, part of the business of the Customer, excluding, for the avoidance of doubt, any commercialization of any of the Subscription Items through licenses to third parties or otherwise.

“Order Form” means an agreement made between the parties setting out the terms and conditions of the Customer’s Subscription (which shall include information about this MSA), including any amendments.

“Parties“/”Party” has the meaning set out in the introduction.

“Subscription” means the right to access and use IGNOS Applications, or other IGNOS Technology as software-as-a-service on subscription basis and in accordance with the terms and conditions of the Agreement.

“Subscription Item” means individual components included in the Subscription, which may be for the avoidance of doubt include any Applications and/or IGNOS Applications owned by IGNOS or its licensors, or other IGNOS Technology, but only to the extent included in the Subscription.

“Subscription Period” means the period set out in the Order Form.

“Territory” means the geographically restricted area set out in the Order Form.

“Term” has the meaning set out in Section 9.1.