End User License Agreement
This EULA is an agreement between you (also called the “End-Customer”) and IGNOS (each a “Party” and collectively the “Parties”), whereby IGNOS, as licensor, hereby grants to the End-Customer on the terms and conditions set out herein a non-exclusive right to use IGNOS Applications or other IGNOS Technology, delivered as software-as-a service on a subscription basis.
You have entered into a Subscription Agreement for the Subscription to IGNOS Applications or other IGNOS Technology, with a reseller or another party offering such Subscriptions in accordance with a license from IGNOS (the “Reseller”).
You have accepted and hereby accept the terms and conditions of this EULA by click-through the first time you access the Subscription Items or via other form of acceptance. IGNOS is willing to license the Subscription Items to the End-Customer, provided that the terms of this EULA governs the use of such Subscription Items. If you do not accept all the terms and conditions in this EULA, you are not entitled to use any of the Subscription Items.
This EULA constitutes a legally enforceable agreement between you and IGNOS.
Defined terms used in this EULA are set out in Section 16.
1. Grant and use
1.1 License grant to subscription items
The End-Customer shall have a non-exclusive, payable, non-sublicensable, non-transferrable user right to the Subscription Items covered by the Subscription, during the Term.
The End-Customer’s use of the Subscription Items shall be restricted to
(i) the End-Customer’s Normal Business Activities in the Territory; and
(ii) the End-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 End-Customer).
The End-Customer shall not, directly or indirectly, sublicense or transfer the rights granted to it under this EULA. The End-Customer shall not make access to the Subscription Items available to any third parties.
Except as explicitly stated in this EULA, this EULA shall not grant the End-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 IGNOS Technology and/or IGNOS Applications is granted hereunder.
The End-Customer shall not itself and shall not permit any others to:
a) 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
b) 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 End-Customer shall not, directly or indirectly, use such information disclosed by IGNOS or the Reseller, or gained by the End-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.
The Reseller may make Extractors available for the End-Customer. The End-Customer shall be solely and fully responsible for testing, installation, operation, updates, and any other use or function of Extractors. Upon termination of the Subscription, the End-Customer shall delete the Extractors from its IT-infrastructure. IGNOS shall not be liable for any Extractors.
1.4 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 or on such other webpage as IGNOS or the Reseller may notify to the End-Customer).
IGNOS may from time to time make available as open source certain application development tools and software development kits, jointly referred to as IGNOS Development Accelerators. These shall be referred to on IGNOS’ webpage or on such other webpage as IGNOS or the Reseller may notify to the End-Customer).
2. Acceptable use
The End-Customer shall be responsible for its conduct, End-Customer Data, and communications with others while using the Subscription Items. The End-Customer shall comply with the following requirements when using the Subscription Items:
a) The End-Customer shall use the Subscription Items in compliance with, and only as permitted by, Applicable Laws.
b) The End-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 End-Customer.
c) The End-Customer shall not circumvent or attempt to circumvent any limitations that IGNOS imposes on the End-Customer’s account.
d) Unless authorized by IGNOS in writing via the Reseller, the End-Customer shall not probe, scan, or test the vulnerability of Subscription Items or system, network, or component used for providing the Subscription Items.
e) If the End-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 via the Reseller endeavour to notify and assist the End-Customer to remedy such usage to a level not affecting the Subscription Items for other users.
3. Account management
As part of receiving the Subscription Items, if agreed between the Reseller and the End-Customer, the End-Customer shall have access to an admin console and an account, which the End-Customer shall use to administer the Subscription Items.
The End-Customer shall be responsible for safeguarding the End-Customer’s password and any other credentials used to access its account. Credentials shall not be shared with third parties. The End-Customer shall be responsible for any activity occurring on the End-Customer’s account.
4. Changes and updates
4.1 Changes to the end customer’s subscription
If at any time the End-Customer wishes to change or extend its Subscription beyond the scope defined in the Subscription Agreement and IGNOS accepts, such changes shall be defined in an amendment to the Subscription Agreement, signed by the Reseller and the End-Customer, and this EULA shall apply to any such changes to the End-Customer’s Subscription. In such case, the latest dated and signed amendment to the Subscription Agreement 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 on such other webpage as IGNOS or the Reseller may notify to the End-Customer. IGNOS shall use commercially reasonable efforts to continue to operate the Subscription Items’ functionality and features without these changes for at least three (3) months after that announcement, unless:
(i) required by Applicable Laws; or
(ii) doing so creates a security risk.
Provided that IGNOS and the Reseller have agreed that IGNOS shall provide support to the End-Customer on behalf of the Reseller, then such support shall be provided by IGNOS pursuant to the IGNOS SaaS SLA available at IGNOS’ webpage as amended from time to time).
6. IPR, improvements and end-customer data
6.1 Ownership of the subscription items
Each of IGNOS and its third party licensors (which for the avoidance of doubt excludes the Reseller and the End-Customer) is and shall remain the sole and exclusive owner of all right, title, and interest in and to the Subscription Items and the IGNOS Technology.
6.2 Background IPR
IGNOS and the End-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 EULA does not affect such ownership. No rights to the other Party’s Background IPR is acquired under this EULA, 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.
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.
6.4 Retained ownership to end-customer data
The End-Customer shall, except if otherwise agreed between the Reseller and the End-Customer, retain ownership to End-Customer Data.
In order for IGNOS to continue the development of IGNOS Applications, and other new software technologies for the benefit of end-customers, the End-Customer hereby grants to IGNOS a limited, sublicensable right to use anonymized End-Customer Data that is processed in IGNOS Applications or IGNOS Technology, for the duration of the Term. IGNOS shall only use the anonymized End-Customer Data for the purpose set out in this Section 6.4.
IGNOS shall not use End-Customer Data for any purpose other than for the delivery of the Subscription Items (in the capacity of being the Reseller’s subcontractor) or as otherwise explicitly permitted herein, and IGNOS shall, upon being notified by the Reseller that the Subscription has expired or otherwise upon the End-Customer’s request, delete or destroy all copies of End-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 End-Customer Data by Applicable Laws.
6.5 Handling end-customer data
IGNOS shall maintain administrative, physical, and technical safety measures for protection of the security and confidentiality of End-Customer Data, including but not limited to measures to prevent access, use, modification, or disclosure of End-Customer Data, except as expressly permitted by the End-Customer in accordance with this EULA and with Applicable Laws.
IGNOS shall promptly inform the End-Customer of any known or reasonably suspected security breach or unauthorized disclosure of End-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 End-Customer and take all steps to identify, investigate, and resolve applicable security issues on a timely manner.
6.6 Personal data
If End-Customer includes any personal data in End-Customer Data, the End-Customer acknowledges that IGNOS’s standard Data Processing Agreement shall apply between the End-Customer (as data controller) and IGNOS (as data processor). In case the Reseller has access to personal data included in the End-Customer Data, the End-Customer acknowledges that IGNOS’s standard Data Processing Agreement shall apply between End-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).
The End-Customer shall be responsible for maintaining, protecting, and making backups of all End-Customer Data sent to IGNOS.
If the Subscription Items infringe any third party’s IPR, then any claim from such third party shall be referred to the Reseller. For the avoidance of doubt, IGNOS has no obligation to indemnify the End-Customer for such claim.
Until any infringement is resolved, IGNOS via the Reseller shall be entitled to make the Subscription Items in question unavailable to the End-Customer.
All Confidential Information exchanged or otherwise transferred between IGNOS and the End-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 End-Customer as a user of the Subscription Items for reference purposes in its marketing efforts, and may strictly for the purpose thereof reproduce the End-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 ten (10) years after the expiry or termination of the Subscription Agreement and this EULA.
8. No warranties, liabilities or remedies offered by Ignos
Any warranties, liability for damages, and remedies related to the Subscription Items, or the subject matter of this EULA, are provided to the End-Customer solely by the Reseller, and is not provided by IGNOS. For the avoidance of doubt, this means that any claim the End-Customer may have related to the Subscription Items and/or the Subscription Agreement, shall be directed towards the Reseller only. The End-Customer shall indemnify and keep the Reseller harmless from any loss suffered by the Reseller with reference to any claim the End-Customer makes against IGNOS in violation of the foregoing.
Any direct claim against IGNOS shall constitute material breach by the End-Customer of this EULA.
IGNOS shall under no circumstance be liable, or responsible for the Reseller, or any actions or omissions performed by the Reseller.
If the End-Customer despite the preceding has any basis for claiming damages from IGNOS, then the aggregate liability for damages shall not exceed USD 10,000. For the avoidance of doubt, this limitation of liability shall be cumulative and not per incident. This applies regardless of cause, whether through the negligence and/or breach of duty (statutory or otherwise) of IGNOS or anyone IGNOS is responsible for, or otherwise, that arises out of or in connection with the Subscription Items and/or this EULA.
9. The end-customer’s liability toward Ignos for breach
The End-Customer shall be responsible and liable for its own actions. IGNOS shall have the right to hold the End-Customer liable for any breach of this EULA.
This liability is an addition to any liability the End-Customer has agreed with the Reseller in the Subscription Agreement.
10. No consequential losses
In no event shall IGNOS be liable towards the End-Customer under or in connection with this EULA or the subject matter contemplated hereunder, including, without limitation, the Subscription Items, whether in tort, contract, or otherwise for:
- a) special, indirect, consequential, exemplary, incidental, or punitive damages or losses; orb) loss of production, lost earnings or revenues of any kind, loss of anticipated cost savings, loss or corruption of End-Customer Data and consequences hereof, loss related to third party claims, or loss of profit or anticipated profit, in each case whether indirect or not.
The limitations set out in this Section 10 shall not apply in the relationship between the End-Customer and the Reseller, if the Reseller and the End-Customer has agreed other or no limitations.
11. Term and termination
This EULA enters into force on the Effective Date and shall remain in force until the expiry of the Subscription Period, unless terminated earlier in accordance with this EULA (the “Term”).
If the Subscription Agreement is terminated (for any reason), this EULA shall terminate at the end of the then current Subscription Period.
11.2 Termination for breach
IGNOS is entitled to terminate this EULA or the license grant set out in Section 1 and any applicable IGNOS SaaS SLA, if the End-Customer is in material breach of this EULA, and fails to remedy the breach within thirty (30) days following written notice of breach from IGNOS. If the material breach is not possible to remedy, IGNOS may terminate the license grant with immediate effect.
For the avoidance of doubt, any termination of the license grant as set out in this EULA, is without liability to IGNOS, and such termination do not release the End-Customer from any payment obligation under its agreement with the Reseller, nor does it entitle the End-Customer to any refund.
11.3 Termination for insolvency
IGNOS may immediately terminate this EULA or the license grant set out in Section 1 and any applicable IGNOS SaaS SLA by written notice to the End-Customer if:
(a) an order is made or a resolution is passed for the winding up or insolvency of the End-Customer, or the End-Customer 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 End-Customer suspends payment of its debts or is unable to pay its debts as they become due; or
(b) the End-Customer files for bankruptcy, becomes insolvent, or makes a general compromise or arrangement with its creditors.
11.4 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.
12. Compliance with applicable laws
The End-Customer shall comply with any Applicable Laws of any authority having jurisdiction in general and in connection with this EULA and the Subscription Items.
12.2 Health, security and environment, and anti-bribery
The End-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 12 and in recognition of the Applicable Laws relating to anti-bribery and corruption of any country in which IGNOS delivers the Subscription Items, the End-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.
13. Governing law and disputes
13.1 Governing law
This EULA shall be exclusively governed by and construed in accordance with the laws of Norway.
13.2 Dispute resolution
If at any time a dispute, controversy, or claim arising out of or in connection with this EULA, its interpretation, construction or performance, or the breach or enforcement thereof, or any claims or disputes that in any way concern the conduct of any Party in connection with this EULA or otherwise (whether in contract, in tort, or based on statute or regulation) 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 in Section 13.2 may be referred by either Party to and shall be finally and exclusively settled by the court with Sør-Rogaland tingrett as the legal venue.
14.1 Assignment prohibition
To the extent permitted by Applicable Laws, IGNOS may assign this EULA. The End-Customer shall not assign this EULA, unless agreed between the Parties in writing.
14.2 Updates to the EULA
IGNOS shall be entitled to update this EULA to reflect changes in Applicable Laws, modifications to the Subscription Items, or for any other legitimate and reasonable reason.
The terms and conditions of the End User License Agreement are set out in the following documents:
(a) This EULA
(b) If applicable, IGNOS SaaS SLA
(c) If applicable, Data Processing Agreement
In case of conflict between the documents referred to above, document (a) shall prevail over the other documents.
“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.
“Background IPR” means any IPR conceived, designed, created, developed, reduced to practice, or otherwise acquired or controlled by IGNOS or the End-Customer prior to, or otherwise outside of and unrelated to the scope of this EULA.
“IGNOS Technology” means IGNOS Applications, any other technologies owned or licensed by IGNOS, and all underlying IPR therein and thereto, including Improvements.
“Confidential Information” means any information concerning IGNOS, the Reseller, and the End-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 Subscription Agreement.
“End-Customer” means you, the legal entity who has entered into a Subscription Agreement with a Reseller for a Subscription of certain Subscription Items.
“End-Customer Data” means data received by IGNOS from the End-Customer, or from a third party on behalf of End-Customer, including any personal data, for use as basis for the Subscription. The term “End-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 (in IGNOS’s capacity of being a subcontractor to the Reseller).
“Extractors” means software made available to the End-Customer in the form of executable code for use to extract End-Customer Data and send End-Customer Data to IGNOS Applications.
“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 https://content.IGNOS.com/IGNOS-saas-service-level-agreement-sla), as amended from time to time.
“Improvements” means any and all modifications, improvements, or further developments of IGNOS Applications, and IGNOS Technology.
“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 End-Customer, excluding, for the avoidance of doubt, any commercialization of any of the Subscription Items through licenses to third parties or otherwise.
“Parties“/”Party” has the meaning set out in the introduction.
“Reseller” has the meaning set out in the introduction of this EULA.
“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 Subscription Agreement.
“Subscription Agreement” means an agreement made between the Reseller and an End-Customer setting out the terms and conditions of the End-Customer’s Subscription (which shall include information about this EULA), including any amendments.
“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 Subscription Agreement.
“Territory” means the geographically restricted area set out in the Subscription Agreement.
“Term” has the meaning set out in Section 11.1