1.1 "Affiliate" means any legal entity that controls, is controlled by, or is under common control with a party. "Control"means direct or indirect ownership or control of more than 50% of the voting interests or the power to direct the management and policies of an entity.
1.2 "Confirmation Document" means the document issued by Morescope upon executed Subscription Form confirmingCustomer's covered Service and start date.
1.3 "Customer" means the legal entity entering into this Agreement.
1.4 “Customer Data” means all data, information or material, including but not limited to the Customer’s customers, prospect, and content uploaded to, processed using or transmitted via the Service, by the Customer, Customer’s representative, application or automated system using the Customer’s account, and statistics generated through the Customer’s use of the Services.
1.5 "Data Processing Agreement" or "DPA" means the data processing agreement governing Morescope's processing of Customer's personal data under this Agreement, available here.
1.6 "Morescope" means the company Morescope AS, org. nr. 827381 292, Norway.
1.7 “Standard Customer Support” means the support provided by Morescope's help desk technicians via email, or the chat function in the application. This support covers technical questions and help using the various Modules, in addition to bug reports and feature requests.
1.8 "Service Description"means the document that outlines the specific details, features and limitations of the Service provided by the Company and attached as Appendix 3 to the Agreement.
1.9 "Subscription Form" means an ordering document specifying the Service and the associated Service Fees to be provided under this Agreement.
1.10 "User" means an employee of Customer that is assigned a user account by Customer to access and use the Service in accordance with this Agreement.
2.1 Conditional upon compliance with the Agreement, the Customer is granted a non-exclusive, non-transferrable, non-sublicensable, limited term, world-wide right to permit Users to access and use the Service on behalf of the Customer. The Service and its features are described in theSubscription Form and applicable Service Description.
2.2 Morescope is responsible for establishing the required User access to the Service for the designated Customer AdministratorUsers, identified in the Subscription Form. It is the responsibility of the designated Administrator(s) to establish access for other relevant Users of theService based on the configuration tools provided through the Service.
2.3 The Service will be made available to the Customer during the term of the Agreement and only after entering the Agreement. TheService Is subject to the User packages and transaction limits as set out in the applicable Subscription Form and Service Description.
2.4 Morescope will work towards updating and improving the Service during the term of the Agreement for the benefit of the Customer.Updates will be provided at the discretion of Morescope if and when updates are available.
2.5 Morescope will use commercially reasonable efforts to make the Service available over the Internet 24 hours a day, 7 days a week, but cannot guarantee that the Service will be uninterrupted or error free. Measures that may affect the accessibility can be scheduled maintenance, unscheduled emergency maintenance and any other cause beyond Morescope’s reasonable control, including but not limited to the Customer’s access to the Internet.
3.1 Morescope will, as part of the Service and at no additional cost to the Customer, provide the Customer with Morescope’s StandardCustomer Support. The Standard Customer Support will be provided during normal business hours (Norway (CET)) on days when commercial banks are open to the general public in Norway.
3.2 Morescope shall respond to support requests as soon as possible, and within the next business day from received notification and use reasonable efforts to remedy the error(s) to ensure the uninterrupted operations of the Products in a timely manner after the received notification.
4.1 Customer may subscribe to the Service for use by its Affiliates by way of placing a Subscription Form to Morescope's representative as set out in the Customer's Subscription Form.
4.2 Subject to the terms and conditions of thisAgreement, the licenses granted to Customer herein will in such event also be extended to Customer's Affiliates on the following conditions:
a) All Subscription Forms for Services shall be made by Customer to Morescope and shall be accepted by Morescope in writing to become effective.
b) Any disputes shall be settled by and between theCustomer and Morescope as provided in this Agreement.
c) The Customer shall be responsible and liable for any Affiliate's fulfilment of its obligations in relation to the Services as defined under the Agreement.
4.3 Subject to the above, once a Subscription Form foran Affiliate has been accepted by Morescope, the rights and obligations of the Customer throughout the Agreement will also apply mutatis mutandis to the enrolled Affiliate.
5.1 The Customer shall promptly make available, or as applicable ensure that the Users make available, all Customer Data and other information required for Morescope’s provision of the Service.
5.2 The Customer shall not use the Service to, or attempt to, violate or circumvent the security of any computer network, passwords, software, encryption measures or other protection measures.
5.3 The Customer shall not use the Service to engage or enable others to engage in any kind of illegal or unethical activity. Morescope reserves the right to, in its full discretion, suspend or otherwise disable the Service or the Customer’s access to the Service in such events. The Customer shall not decompile, reverse engineer, disassemble or attempt to derive any source code of any software or component of the Service.
5.4 All use of the Service is otherwise subject to applicable technical and other relevant restrictions as set out in the ServiceDescription.
5.5 Morescope reserves the rights to, in its sole discretion, suspend or otherwise disable the Service or access to the Service or content hosted on behalf of the Customer if Morescope deems it necessary for security or technical reasons, e.g. (but not limited to) events of unauthorized third party access, security attacks and breaches, distributed denial-of-service attacks or other events that may possibly harm Morescope, theService or the Customer. Morescope will, to the extent possible in such circumstances, notify, seek guidance from and keep the Customer informed with how the situation develops.
5.6 Any and all Customer Data uploaded to, transferred through, publicly posted, processed or entered into the Service by the Customer and/or Users shall be sole responsibility of the Customer. This also includes, but is not limited to, a responsibility to ensure compliance with all applicable privacy regulations and legislation, copyright, and trademark rights, and other intellectual property rights, trade secrets, third party rights etc. Morescope shall be held harmless from any liability or damages for any breach of such third party rights or legislation/regulations. In the event that an infringement or breach is reported to the Customer, the Customer is responsible for taking all immediate steps and actions required to remedy the situation, which could include suspending or removing access or deletion or removal of associated data and/or files.
5.7 The Customer may not provide access to the Service to any third party except for a third party that is acting as a consultant providing services to and on behalf of the Customer. The Customer is responsible for its consultants’ acts and omissions if and when such consultant is provided access to the Services.
6.1 The subscription fee for the Service is stated in the Subscription Form, whereas payment for the initial term shall be made by the Customer prior to being granted access to the Service. Additional fees for upskilling or advisory services requested by the Customer will also be identified in the Subscription Form as payable services.
6.2 Subscription fees have 14 days payment deadline.All other fees are invoiced on the last day of the calendar month (with a 14day payment deadline), unless otherwise agreed separately in the SubscriptionForm.
6.3 In the event of non-payment, Morescope reserves the right to suspend the Service up until full payment has been made, and theCustomer acknowledges that additional costs may incur to re-activate theService. If the Customer fails to make payment by the agreed time, Morescope shall be entitled to claim interest on any overdue amount, pursuant to theNorwegian Act No. 100 of 17 December 1976 relating to Interest on OverduePayments (Late Payment Interest Act).
6.4 All fees, unless otherwise specified in theMorescope Subscription Form or otherwise agreed in writing between the Parties, are listed in NOK and is excluded VAT or similar that might be applicable for sales in the Customer’s jurisdiction. Applicable rates and fees may be adjusted as per the beginning of every calendar year, with an amount that shall not exceed the increase in the retail price index (“Konsumprisindeksen”) of Statistics Norway.
7.1 The subscription term is annual and starts on the date of contract signature, or as otherwise agreed in the Subscription Form. In the event that the Customer terminates the Agreement prior to the end of the annual subscription term, the Customer shall remain liable for the full annual subscription fee for that term.
7.2 This Agreement will automatically renew for subsequent annual terms unless either party provides written notice of non-renewal at least 3 months prior to the end of the then-current subscription term.
7.3 Subscription fees are non-refundable, except as expressly provided in the Agreement. In case of termination due to a material breach, the unused portion of the subscription fee for the remainder of the subscription term may be refunded.
7.4 Both Parties can terminate this Agreement with immediate effect upon material breach by the other party if such breach is not remedied within 30 days after its occurrence and that the non-breaching Party has provided written notice of such breach to the other Party.
7.5 Upon termination of the Agreement for whichever reason, all Customer Data will be deleted within 6 months of Termination.Further, the access rights for the Service will be terminated accordingly, which will also apply for any third Party using the Service created by or on behalf of the Customer.
7.6 Notwithstanding the foregoing, Morescope will, upon request by the Customer, be available for providing migration/transition services on terms to be agreed.
8.1 Morescope shall hold title to any and all intellectual property rights and technical solutions in or relating to theService. Such intellectual property rights and technical solutions may only be used by the Customer in the manner stated in this Agreement. Under no circumstances shall the Customer or a third party acquire any intellectual property rights to the Service or to the software or technical solutions used in the Service, or to any trademark or any other business mark belonging to or used by Morescope. Access to the Service is only granted as explicitly set out herein and the Customer thus only receives the limited right to use the Service for the duration of this Agreement and in accordance with the terms of thisAgreement. Any rights not expressly granted herein are reserved by Morescope.
8.2 Morescope shall own all suggestions, requests, recommendations, improvement or enhancement request or other input or feedback provided by the Customer or any other party relating to the Service, and theCustomer hereby makes and/or undertakes to make all assignments and take all reasonable acts necessary to accomplish the foregoing assignment to and ownership by MoreSscope.
8.3 The Customer shall not, directly or indirectly, (i)modify, decompile, disassemble or reverse engineer the Service or attempt to discover the code and/or underlying structure, ideas or algorithms of theService or any software, data or documentation related to or provided with theService; (ii) modify, translate or create derivative works based on theService; (iii) access or use the Service to build (or support or assist a third party in building) any product or service competing with the Service; or, (iv)in any way transfer or encumber rights to the Service. The Customer shall use the Service explicitly for its internal business operations and not for the operations of a third party, e.g. as a service bureau or timesharing service.
9.1 The Customer retains any and all rights and ownership to all Customer Data. Morescope shall have no liability for such Customer Data.
9.2 It is the sole obligation of the Customer to ensure that it possesses necessary back-up of the Customer Data that it desires to retain when the Agreement is terminated.
9.3 Customer authorizes Morescope to use Customer Data or data derived from the performance of the Services, including but not limited to any calculations, specifications, algorithms, metadata, statistics and heuristics ("Processed Data") provided such Results are sufficiently anonymized and/or aggregated so that the Customer in no circumstances is identifiable. The Processed Data can be used by Morescope for any legal business purpose, including without limitation for distribution to third parties, and Morescope retains all intellectual property rights to such Processed Data.
9.4 The Customer acknowledges and agrees that, following the effective date of this Agreement’s termination, it will not have access to the Service or to any Customer Data stored in or as part of the Service. Morescope will delete and destroy Customer Data within 6 months.
10.1 Morescope will take all reasonable steps to ensure the integrity and security of any personal data and information uploaded to theService in accordance with the General Data Protection Regulation (GDPR)(Regulation (EU) 2016/679). Morescope will not disclose or grant third parties access to any such personal data for any purpose, and will not itself use such data for any other purpose, commercially or otherwise, than what is required to provide the Service hereunder.
10.2 Morescope's processing of personal data on behalf of the Customer is governed by the Data Processing Agreement available here.
11.1 Morescope warrants that the Service will be provided consistent with the Service Description provided at the time of commencement of the Service.
11.2 Except for the express warranties set forth in section 11.1 above the Service is provided on an “AS IS” basis and with all faults. To the furthest extent permitted under applicable law, Morescope expressly disclaims and excludes from the Agreement all other conditions, terms and/or warranties of any kind with respect to the Service, whether express or implied, including without limitation any conditions, terms and/or warranties for merchantability of the Service and/or for the fitness of the Service for a particular purpose and/or the correspondence of the Service to any description and/or that the Service will be uninterrupted and/or error free and/or completely secure. The Customer acknowledges that there are risks inherent inInternet connectivity that could result in the loss of privacy, confidential information, and property.
11.3 In the event of major defects that seriously impede the Customer’s use of the Service and that are attributable to Morescope, Morescope undertakes to use its best endeavours to rectify such defect without unreasonable delay. In the absence of intent or gross negligence by Morescope, Morescope otherwise assumes no responsibility for defects, interruptions, or deficiencies in the Service. The Customer shall not be entitled to a reduction in payment (or repayment of fees paid), or to damages or other sanctions in the event of operational disruption or errors that impede data traffic or otherwise the use of the Service, unless caused by MoreScope with intent or gross negligence.
11.4 Morescope’s liability under this Agreement shall under all circumstances be limited to an amount that, together with amounts associated with all other claims from the Customer, corresponds to the lesser of the agreed fees paid by the Customer for the Service during the period of three (3) months immediately prior to the breach of contract that entitles theCustomer to damages.
11.5 The Customer shall hold Morescope harmless from any damages, third party claims or liability resulting from the Customer’s use of the Service that constitutes a violation of the Customer’s obligations set out in this Agreement or the Subscription Terms.
12.1 Each party agrees that it will, during the term of the Agreement and thereafter, not use or divulge, disclose or communicate to anyone, without the express written prior authorization of the other party, any information designated proprietary, internal or confidential in nature or otherwise not generally known, including Customer Data, relating or pertaining to the other party’s business, organization or operations that a party may have acquired, directly or indirectly, during the term of the Agreement. Nothing contained herein will in any way restrict or impair either party’s right to use, disclose, or otherwise deal with any proprietary information and/or confidential information which at the time of its receipt is generally available in the public domain, or thereafter becomes available to the public through no act of the receiving party.
12.2 This obligation applies to all staff and other personnel acting on behalf of the Parties in connection with this Agreement. Both Parties are obliged to take necessary precautions in order to avoid information or any other material being disclosed to others in violation of these regulations. These obligations survive the completion of this Agreement or any other termination.
12.3 The provisions under this section 12 shall survive any expiration, termination or cancellation of this Agreement.
13.1 Without prejudice to Morescope’s responsibilities with respect to confidential treatment of data and information of the Customer, the Customer accepts that the existence of the Agreement and the identity and logo of the Customer can be used by Morescope as a reference in marketing materials and other promotions.
14.1 Each party shall be entitled to suspend performance of its obligations under the Agreement to the extent that such performance is impeded or made unreasonably onerous by any of the following circumstances: industrial disputes and any other circumstance beyond the reasonable control of the affected party such as fire, war, extensive military mobilization, acts of terror, insurrection, requisition, seizure, embargo, restrictions in the use of power and defects or delays in deliveries by sub-contractors caused by any such circumstances referred to in this section 14. A circumstance referred to above which has occurred prior to the formation of the Agreement shall give a right to suspension only if its effect on the performance of the Agreement could not be foreseen at the time of the formation of the Agreement. The party claiming to be affected by force majeure shall notify the other party in writing without delay immediately upon the commencement of the event of force majeure.
15.1 This Agreement is governed by the substantive laws of Norway and any and all disputes related to the Agreement are subject to the exclusive jurisdiction of Oslo tingrett (municipal court).
16.1 Customer is obliged to designate a contact person on the Subscription Form that shall be the point of contact for all notifications directed to and from the Customer.
16.2 Morescope may unilaterally make changes to theAgreement provided that such changes do not impair Customer's rights and obligations. Material changes of the Agreement require Customer's consent within 30 calendar days from notification. Customer may terminate the Agreement in accordance with section 7.4 if Customer rejects the material changes within the notice period. Consent is alternatively deemed given if Customer remains passive beyond the notice period.
