Revision: 24th of March 2021

1. The Software

The Software is a cloud-based system where the party (the “Trial Customer”) who has legal access to the Software by means of an agreement (the “Agreement”) with Simplifai or any Simplifai Partner is granted access to a web interface in order to configure and train the Software to the Trial Customer’s needs, either in cooperation with Simplifai Partner or as outlined in an agreement with Simplifai.

The Software may also include specific parts of code built by Simplifai, to be installed on the Trial Customer’s website or integrated into the Trial Customer’s other software solutions, such installation and/or integration may be performed by Simplifai alone or in cooperation with any Simplifai Partner. Simplifai will maintain and develop its solutions and the functionality and capacity of such software may consequently evolve throughout the duration of the Agreement. Updated descriptions of the Software will be available at Simplifai’s web pages.

2. The License

Simplifai provides free access to the Software during the free trial period defined in the Agreement for test purposes only.

The license does not grant the Trial Customer any right to copy the composition of Software or any other parts of Simplifai’s work methods or other know-how or create products or services derived therefrom. In order to protect Simplifai’s business secrets, the Trial Customer does not have the right to reverse engineer, decompile, or otherwise disassemble the Software.

Except as prescribed herein, Simplifai does not grant to the Trial Customer by implication, estoppels nor otherwise any right, title, license or interest in any of its intellectual property rights.

3. Scope of use

The Software will be made available to the extent defined by Simplifai and/or through its Simplifai Partners to the Trial Customer. During the test period and before full implementation, the Software must not be used in order to perform actual tasks in the Trial Customer’s organization without full backup of data and under no circumstances shall the Software be used to replace any parts of the Trial Customer’s present organization during the free trial period.

Simplifai will allow the Trial Customer to access the Software free of charge until the first of these events take place: the expiry of the defined trial period, the Trial Customer purchase a license to the Software, or Simplifai in their sole discretion choose to terminate the free trial access for whatever reason.

The Trial Customer acknowledges that any data entered into the Software and any configurations, customizations, or training made by the Trial Customer during the trial period will be permanently lost, unless the Trial Customer purchases a Software license for the software tested before the end of the trial period. Given the machine learning-based nature of the Software, Simplifai will develop the Software throughout the term of the Agreement, and this will include development based on data and experience gained as a result of the Agreement. In order to benefit from this development, the Trial Customer hereby grants Simplifai a non-exclusive license to copy, store and process the Trial Customer’s data as provided to Simplifai, in an anonymized version for product improvement purposes only. Under no circumstance will Simplifai sell the Trial Customer’s data or use such data for any other purpose than product development and/or product improvement.

To the extent Simplifai processes personal data on behalf of the Trial Customer, such processing shall be governed by the Data Processing Agreement available at http://www.simplifai.ai/DPA. The Trial Customer acknowledges that Simplifai is not responsible for any processing carried out by any Simplifai Partner. The Trial Customer is solely responsible for determining whether it can utilize the Software in accordance with applicable data protection legislation and warrants that in carrying out its obligations under these Terms of Use it will not breach applicable data protection legislation or do or omit to do anything that might cause Simplifai to be in breach of the same.

4. Liability

To the fullest extent permissible pursuant to applicable law, Simplifai disclaims any and all liability and responsibility for the Software, including, but not limited to direct or indirect loss. This includes, but is not limited to, loss of data during or after the expiry of the free trial period, Software performance during the free trial period, and/or costs of systems integration. The aforementioned limitations shall not apply where Simplifai has acted grossly negligent or with willful misconduct.

The Trial Customer shall indemnify Simplifai for claims arising from a third party claiming that actions or omissions by the Trial Customer or any data, software, know-how or services that the Trial Customer uses when accessing services or which is stored using Simplifai services, violates any copyright or proprietary rights or the rights of data subjects under applicable data protection law.

 5. Choice of law and disputes

The Parties’ relationship is governed by Norwegian law, without regard to its choice of law principles.

Disputes over access to and use of the system, which cannot be settled by negotiations between the Parties, shall be settled by the ordinary courts, with Oslo District Court as the legal venue.