SIMPLIFAI AS’ SOFTWARE SOLUTIONS
1. The Software:
The Software is a cloud-based system where the party who has legal access to the Software by means of an agreement with Simplifai or any Simplifai partner (“the Customer”) is granted access to a web interface in order to configure and train the Software to Customer’s needs in co-operation with Partner. The Software may also include specific parts of code built by Simplifai, to be installed on Customer’s web site or integrated into Customer’s other software solutions in co-operation with any partner. Simplifai will maintain and develop their 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 the Simplifai’s web pages. Solutions tailored to the Customer’s requirements will not be changed unless agreed with the Customer.
2. The Customer’s right of use
Neither during the Agreement nor after it ceases does the Customer have the right to copy the composition of Software or any other parts of the Supplier’s work methods or other know-how, or the right to reverse engineer, decompile, disassemble the Software. The Customer may not amend the Software or its adjoining proprietary-, intangible- and intellectual property rights in any way, hereunder perform modifications, enhancements or improvements or facilitate other products or services that are derived from these rights.
The Customer cannot exploit the results or intangible rights generated by the use of the Software in any other way than described in the right of use above, unless otherwise specifically agreed with the Supplier.
The Customer’s right to use the Software is subject to the Customer having paid the agreed remuneration to the Supplier.
Simplifai is obliged to provide the Customer with the necessary licenses to enable the delivery of the Software to the Customer throughout the term of the Agreement. Simplifai shall indemnify the Customer for any claims that sub-suppliers raise against the Customer for breach of their intellectual property rights. The Customer shall immediately notify Simplifai of such claims.
The Customer shall indemnify Simplifai for claims arising from a third party claiming that data, software, know-how or services that the Customer uses when accessing services or is stored using Simplifai services, violates any copyright or proprietary rights or the rights of data subjects under applicable data protection law.
Both Parties have the right, at their own expense, to assume the defense of the claims that they shall indemnify the other Party under this provision.
Simplifai has the right to develop the Software throughout the term of the Agreement, including development based on data and experience gained as a result of the Agreement. If Simplifai develops a new version of the Software with substantially modified properties compared to the version that the Customer has been given access to, the Customer shall be notified when the version is completed. The Customer shall then have the right to request access to the new version for test purposes.
If the Customer wants to implement the new version on the commercial terms applicable to that version at the time Customer places the order, Simplifai is obliged to offer such work as is necessary to grant Customer access to that version, provided that Simplifai has available capacity. Such work is carried out on a time and materials basis.
Simplifai will only guarantee that language modules and software can be integrated with later versions of the Software if these are not adapted to the Customer’s needs in a way that makes them incompatible with later developed solutions. If, after delivery, the Customer has modified the Software in a manner that makes it difficult to integrate a new version of the Software with the Customer’s solution, Simplifai shall notify the Customer of that fact.
5. Personal data
All information that the Parties gain access to, or knowledge of, in connection with the performance of the Agreement, shall be considered confidential information unless the information in question is demonstrably publicly available at the time the information was transferred.
The parties are required to take reasonable precautions to safeguard confidential information and shall at the minimum treat the information obtained in a manner similar to the way the receiving Party safeguards its own confidential information.
Following the termination of the Agreement, both Parties undertake to return confidential information received from the other Party in connection with the Agreement.
This confidentiality provision applies from the time of contract until three years after termination of the Agreement.
Simplifai has the right to refer to the Customer’s choice of Simplifai’s services and the type of services provided in connection with sales and marketing activities.
7. Service quality / Liability for damages
Integrations of Simplifai’s software with the Customer’s other software systems and/or suppliers, as well as Customer, adapted software, may have to be modified due to the development of the Customer’s other suppliers/software. Simplifai has no liability for such changes.
- No compensation for indirect losses may be claimed. An indirect loss is, but is not limited to; the Customer’s loss of profit of any kind, loss due to interrupted operations, loss of use, loss of data, as well as third party claims.
- If a price reduction is agreed due to a reduction of service level, the price reduction shall be considered a complete settlement of the Supplier’s liability, and any further compensation for such circumstances during the compensation period will be barred.
9. Force Majeure
If the performance of the Parties’ obligations is prevented by unforeseen circumstances beyond the Parties’ control, the Parties’ obligations will be suspended. The Party claiming Force Majeure shall notify the other Party without undue delay. None of the Parties are entitled to additional payment or compensation as long as the Force Majeure period lasts.
Each Party may terminate the Agreement if a substantial part of its performance is prevented for more than 60 days. The Customer shall pay the agreed price for the part of the work/licenses available that was contractually delivered before the termination of the Agreement.
10. Choice of law and disputes
The Parties’ contractual relationship is governed by Norwegian law, without regard to its choice of law principles.