Standard Terms and Conditions

Omnium AS (“Omnium”) is a private limited company registered in the Norwegian Register of Business Enterprises, with the following business registration number: 919 627 816.

Omnium offers software and services based on solutions developed and provided by Omnium (“Omnium Software and/or Services”). These terms and conditions (“the Agreement”) governs the purchase and use of Omnium Software and Services from Omnium. “The Customer” is the legal entity to which the Omnium Software and Services are offered under the terms of this Agreement. “Party” shall mean a party to this Agreement and “Third Party” shall mean any other party than the Parties.

1. Ownership, Intellectual Property and Copyright

1.1 The Omnium Software and Services is the property of Omnium, and is protected by copyright laws and/or other intellectual property laws. All title and copyrights in and to Omnium Software and Services and the accompanying materials and rights are and shall remain owned fully and solely by Omnium.

2. Grant of License

2.1 Subject to the terms and conditions of this Agreement and upon the Customer’s full payment of the applicable fees, Omnium grants to the Customer a non-transferable, non-exclusive right to use the ordered Omnium Software and/or Services in accordance and within the scope of the granted licence type.

2.2 The License is registered in the Customer’s name, commences on the delivery date of access to the Omnium Software in accordance with Section 4.1, and is effective until terminated in

accordance with the terms and conditions set forth below.

2.3 Omnium reserves all rights not expressly granted to the Customer in this Agreement.

2.4 The Customer may not resell the Omnium Software without a reseller Agreement with Omnium.

3. Restrictions

3.1. The disassemble or otherwise attempt to discover the source code, object code or underlying structure or algorithms of the Omnium Software or Services.

3.2 The Customer shall not modify, translate or create derivative works based on the Omnium Software and Services.

4. Subscription Term

4.1 The initial subscription term for Omnium Software shall be twenty-four (24) months reckoned from:

i) the day the Customer gains access to the software or a substantial part of it, or

ii) if delivery by installment is agreed, i.e. where software functionality and features are to be added gradually: the day the Customer gains access to the first installment

A substantial part is a part that has an independent function/use value.

The subscription will thereafter automatically renew on a yearly basis until notice is given by either Party. Written notice for cancellation of the subscription for convenience may be given by either Party, however the notice period required is three (3) months prior to the end of the running subscription term.

5. Service Level Agreement Terms

5.1. Omnium undertakes to keep the Omnium Software available in accordance with the agreed SLA, appendix A.

6. Maintenance

Omnium will work continuously to maintain and improve the Software, and undertakes to carry out at least two (2) upgrades a year.

7. Payment and Payment Terms

7.1. If nothing else is agreed in the Purchase order, the Customer shall pay a license fee for Omnium Software in accordance with the Omnium price list.

7.2 The Customer shall pay an annual fee for the Software. The annual fee encompasses twelve (12) months of access and usage of the Software. The annual fee shall be paid in advance, the first time:

i) the day the Customer gains access to the software or a substantial part of it (cf. Section 4.1), or

ii) if delivery by instalment is agreed, i.e. where software functionality and features are to be added gradually: the day the Customer gains access to the first instalment

 

The fee is thereafter to be paid annually on the day of the year corresponding to the day the Customer gained such access as described in i) and ii).

7.3. Omnium shall invoice the Customer for all due fees and the Customer shall pay all invoices by the agreed payment method within 30 days from the date of invoice.

7.4. Each Party is responsible to pay any local taxes imposed by law of Party's home country related to the purchase of ordered Omnium Software or Services. Invoices from Omnium 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.

7.5. Licenses and all the accompanying rights to use Omnium Software are granted to the Customer on the condition that all the due fees are paid to Omnium in full and on time.

7.6. Omnium will be entitled to penalty interests on overdue payments according to the applicable Norwegian legislation concerning overdue payments.

7.7. All fees are non-cancelable and nonrefundable, except as expressly specified in the Agreement.

7.8. If the Customer exceeds its license rights, for example by making use of the Software in a larger scale/volume than agreed, Omnium has the right to immediately charge the Customer with a fee proportionate to the excessive use.

7.9. If nothing else is agreed in the Purchase order, the Customer shall pay for other Omnium Services by hourly rates in accordance with the Omnium price list.

7.10 Price adjustments: The price for the Omnium Software may be adjusted at the beginning of every calendar year by an amount equivalent to the increase in the retail price index (the main index) of Statistics Norway, with the initial reference index value being the index value for the month in which the Agreement was concluded. The price may be adjusted to the extent that rules or administrative decisions pertaining to indirect taxes are amended in a way that affects the consideration or costs of Omnium.

8. Limitation of Liability

8.1. All Omnium Software and Services are provided ‘as is’ and may have errors and omissions. Except as expressly set forth in this Agreement, Omnium makes no warranties, express or implied, including but not limited to, warranties of merchantability or fitness for a particular purpose. Omnium does not warrant that any or all failures, defects or errors will be corrected, or warrant that the functions contained in the Omnium Software or Services will meet the Customer’s requirements or needs.

8.2. IN NO EVENT SHALL OMNIUM BE LIABLE TO FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF OMNIUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY.

8.3. In all events, Omnium’s liability for damages to the Customer for any cause whatsoever related to this Agreement, shall be limited to the fees paid by the Customer for the last twelve (12) month period under this Agreement.

9. Termination due to Material Breach

9.1. Either Party may terminate this Agreement immediately in the event of a material breach of this Agreement by the other Party.

9.2. Overdue payment by sixty (60) days from the Customer will be considered a material breach of this Agreement.

9.3. On termination of this Agreement: (i) section 1, 8, 11 and 15 shall survive,

(ii) the Customer shall immediately cease use and distribution of Omnium Software or Services,

(iii) each Party must remove, delete or otherwise destroy any of other Party‘s material that it has received, copied or otherwise obtained, including but not limited to confidential information cf. section 11, except for information required to support any license, sublicense or maintenance obligations already granted or undertaken by The Customer towards any third Party.

10. Relationship between Parties

10.1. The Parties are independent contractors, and this Agreement will not be construed as constituting either Party as partner, joint venture, agency or fiduciary of the other, as creating any other form of legal association that would impose liability on one Party for the act, or failure to act, of the other, or as providing either Party with the right, power, or authority (express, or implied) to create any duty or obligation of the other. Neither Party shall directly or indirectly represent to the public that it has the right or the authority to create or accept obligations on behalf of the other Party. Except as otherwise expressly provided in this Agreement, each Party has the sole right and obligation to supervise, manage, contract, direct, procure, perform or cause to be performed all work to be performed by it under this Agreement.

11. Confidentiality

11.1. For the purpose of this section each Party shall be called “Disclosing Party” and “Receiving Party” respectively.

11.2. Each Party acknowledges that confidential information is proprietary, that it is valuable to Disclosing Party and that any disclosure or unauthorized use thereof may cause irreparable harm and loss to Disclosing Party.

11.3. Confidential information shall not include information that (i) is generally known to the public at the time of disclosure; (ii) is legally received by Receiving Party from a third party, which third party is in rightful possession of confidential information, (iii) becomes generally known to the public subsequent to the time of such disclosure, but not as a result of disclosure by Receiving Party, or (iv) prior to signing of this Agreement, is already in the possession of Receiving Party.

11.4. Obligations of receiving Party in regards to confidential information:

i. In consideration of the disclosure to Receiving Party of confidential information, Receiving Party agrees to receive and to treat confidential information on a confidential and restricted basis and to undertake the following additional obligations with respect thereto;

ii. To use confidential information for the sole purpose of fulfilling this Agreement unless otherwise expressly agreed to in writing by Parties;

iii. Not to duplicate, in whole or in part, any confidential information;

iv. Not to disclose confidential information to its members, officers, employees, affiliates, counsel or consultants except on a need-to-know basis, and each such person Receiving confidential information shall be notified of and required to abide by the terms and conditions of this Agreement;

v. Not to disclose confidential information to any third party entity or individual, corporation, partnership, sole proprietorship, customer, advisor or client without the prior express written consent of Disclosing Party;

vi. This confidentiality section shall survive any termination of the Agreement however occasioned.

12. Customer responsibilities

12.1 Customer shall report any defects with the Omnium Software without undue delay.

12.2 Customer shall not use the Omnium Software in any manner that could damage or impair with Omnium’s provision or support of the Omnium Software.

12.3 Customer is responsible for all other third- party software, components and services that are not provided by Omnium.

13. Non-assignment

13.1. The Customer is not allowed to assign or transfer all or any part of its rights under this Agreement without Omnium’s prior written consent. Notwithstanding the foregoing, either Party may assign this Agreement in its entirety to its affiliate(s), or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. In such case, the Customer shall notify Omnium in writing without undue delay, and unless otherwise agreed upon in writing, this Agreement shall bind, and inure to the benefit of Parties, their respective successors, and permitted assigns.

14. Notices

14.1. All notices to be given under this Agreement to Omnium shall be sent by email to: post@omnium.no

14.2. All notices, demands or other communication given by a party to the other shall be deemed to have been duly given when made in writing and sent to the registered e-mail address.

14.3. No amendment to, or modification of this Agreement will be binding unless in writing and signed by Parties.

15. Applicable Law and Legal Venue

15.1. This Agreement shall be governed by and construed in accordance with the laws of Norway.

15.2. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, Parties shall seek to solve amicably through negotiations. If the Parties do not reach an amicable solution, any dispute, controversy or claim shall be finally settled by the regular courts of Norway. Both Parties hereby agree to and accept Oslo District Court as exclusive legal venue.

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