The following standard agreement and associated terms (Standard Agreement) apply to the ongoing delivery of the Software and functionality over the Internet (Delivery). The purpose of the Delivery is the Customer's use of the Software, including the Customer's ability to publish information material on Customer's electronic monitors or other publishing system used by the Customer. Support, including support services, is agreed upon in your own operating service agreement.
The Standard Agreement and Related Terms give the Customer a License to use the Software for the agreed purpose after the consideration has been paid in accordance with paragraph 6.
"Software" means the software "DatabeatOMNI", with its associated modifications, corrections, updates and new releases that Databeat.Net makes available to Customer under the terms of this specified standard agreement.
"License" means the limited and non-exclusive and non-transferable rights to the Software provided by the Customer under item 1.1 and within the stated Purpose.
"License Compensation" means the ongoing consideration The Customer shall pay to Databeat.Net in accordance with Section 6.1 for the Software License.
"Intellectual Property Rights" means any corporate secrets, designs, data, know-how, designs, models, copyrights (including but not limited to images, descriptions, databases, explanations, directories, source, objects, manuals, specifications, systems, sketches, drawings, and other) as well as patents, patent applications, trademarks, company and trade names, logos, all modifications and further developments of the above, as well as any other intellectual, industrial and / or moral rights.
"Purpose" means the use of the Software, including the Customer's ability to publish information material on Customer's electronic displays or other publishing systems compatible with the Software used by the Customer.
"Force Majeure" means conditions beyond Databeat.Net's control, including but not limited to natural disasters, earthquakes, extreme weather, lightning, fire, major power outage or other infrastructure or data interruptions, war, terror, state of emergency, strike, lockout, or the like of the foregoing examples.
Databeat.Net is and remains to the Customer Holder and Licensee of All Intellectual Property Rights to the Software and Results of the Services. Customer is not entitled to make any modifications to the Software, including but not limited to analysis, modification, decompilation, reverse engineering, or other means to attempt to modify or access all or part of the Software's source code, features, system and / or structure.
In addition to the rights given in section 3.1, under the Standard Agreement, no additional rights to the Software are granted without further written agreement with Databeat. Below, the Customer is not entitled to transfer, sell, sublicense, lend, lease, lease, or otherwise make available or terminate the Software to third parties. The Customer may nevertheless provide hired personnel that the Customer uses in his or her business to use the Software. The Customer is responsible for ensuring that such hired personnel comply with the Standard Agreement and only use the Software in accordance with the Standard Agreement.
The software is confidential and confidential information belonging to Databeat.Net and / or Databeat.Net's legal persons. The Customer shall protect the Software from unauthorized use, copying or other disclosure to unauthorized parties.
Each Party shall implement reasonable safeguards to maintain confidentiality regarding information about the other Party's products and activities that become known in connection with the implementation and compliance with the Standard Agreement. Such safeguards should never be less than the security measures the Party uses to protect their own confidential information. The parties shall use only the other Party's confidential information to fulfill their own rights and obligations under the Standard Agreement and not for other purposes.
The provisions of this paragraph shall not apply to: (i) Information that is or becomes publicly available for reasons other than one of the Parties' breach of the Agreement; (ii) information received by the Receiving Party from another team independently of the Standard Agreement and without Confidentiality; (iii) Information required to be published in accordance with law, regulation, or order from public authority, court, stock exchange or similar. The provisions of this paragraph also apply after the termination of the Standard Agreement.
The Customer is solely responsible for the content and production of the content with the necessary necessary rights clearance that is part of the Customer's use of the Software. Databeat.Net is not given the right to use or access to the Customer's content except for Databeat.Net's necessary customizations of Customer Solutions or in connection with support services.
Databeat.Net warrants that Databeat.Net has the necessary rights to license the rights of the Software to the Purpose under the terms of the Standard Agreement and that Customer's use of the Software under these terms does not infringe any third party's intellectual property rights. The Customer shall notify Databeat.Net without undue delay if a third party claims that Customer's use of the Software for the purpose constitutes an infringement of third party rights. Databeat.Net may, at the discretion of a third party, in its sole discretion choose to obtain the necessary rights from third parties, replace or otherwise modify the Software so that Customer may continue to use the Software for the purpose.
In addition to the warranty provided under 4.1, the Software is "as is" and nothing in this Standard Agreement shall mean that Databeat.Net warrants that the Software is flawless or that the Software will operate at any time without interruption or other interruptions or that it is suitable for special purposes. If the Customer discovers the Software for a period within a reasonable period of time after the Customer has accessed the Software, Customer is entitled to receive Databeat.Net's ongoing assistance in order to remedy the error (s) at no cost to the Customer.
Databeat.Net's remedy may include the measures Databeat.Net considers appropriate, including changes, upgrades, replacement of the Software, or else which, according to Databeat.Net's discretion, can resolve the errors detected.
Databeat.Net is under no circumstances responsible for third party deliveries in connection with customer purchases, such as purchase of monitors, shooting services, network and network equipment and more.
For the Delivery of Customer's Access to the Software and the following License, the Customer shall pay the License Compensation in advance.
Databeat.Net's assistance to the Customer beyond what is agreed here and the prices for such assistance are regulated by the quoted prices.
In case of late payment, for any event, interest will be due at the current rate under the interest rate lease.
Databeat.Net shall under no circumstances be deemed to be in breach of this Standard Agreement if Databeat.Net's performance is delayed or prevented by Force Majeure. If Databeat.Net's performance is delayed or prevented by Force Majeure, Databeat.Net shall notify the Customer without undue delay.
Databeat.Net shall not be deemed to be in violation of this Standard Agreement in the same manner as for Force Majeure if Databeat.Net's benefits are delayed or prevented by non-participation by the Customer or for other matters within Customer's control.
Databeat.Net's responsibility under this Agreement shall in all circumstances always be limited to the annual License Compensation The Customer pays to Databeat.Net for the Delivery.
Databeat.Net shall under no circumstances be liable for indirect loss, including loss of revenue or profits or investments, loss of data or goodwill, loss or breach of agreements with third parties, or any third party claims against the Customer arising from Customer's use or Inability to use the Software.
The standard agreement comes into force as from the time when the Software is used and lasts according to the license period. If the Standard Agreement is not terminated within the last 3 to 3 months prior to the expiration of the Standard Agreement, the Standard Agreement will be renewed for a period of one and a one year at a time.
For Customer's use of the Software, the License for Use of the Software applies only for the desired test period. Customer may terminate the Standard Agreement with immediate effect if Databeat.Net's performance has been delayed or prevented by Force Majeure for more than 30 days.
Both Parties may terminate the Standard Agreement with immediate effect if the other Party materially violates one or more of its obligations under the Standard Agreement and such breach is not rectified within 30 days after written notice has been sent to the defaulting Party with a claim for rectification.
Databeat.Net may terminate this Standard Agreement with immediate effect if the other Customer requests or is bankrupt, requests or is subject to debt negotiations or other forms of credit management.
Databeat.Net may terminate the Standard Agreement with immediate effect if the Customer breaches his or her payment obligations, goes beyond his or her rights or breaches his obligations under item 1.1, or challenges the validity or ownership of Databeat.Net's Intellectual Property Rights. At the end of the Standard Agreement, for whatever reason, the License to the Software also ceases. Upon termination of the Standard Agreement, Customer shall immediately destroy all copies and copies of the Software on any storage medium, and destroy or return any originals or copies of Databeat User Manuals. The Customer shall confirm in writing that the obligation for this item has been followed within 10 days of Databeat.Net's request.
Nothing in this Standard Agreement shall result in the Parties being considered as participants in companies, affiliates, distributors, or other events that entitle one of the Parties to act or comment on behalf of the other Party.
This Standard Agreement shall be in accordance with other Standard Terms of Service from the Parties. If agreed upon customer-specific terms, these shall, to the extent they bet, comply with the terms set forth in the Standard Agreement.
If parts of the Standard Agreement are deemed null or void, the relevant provision shall, as far as possible, be replaced, either by interpretation or replacement, with a provision with as far as possible a similar purpose and content as the applicable provision.
This Standard Agreement is subject to and is to be interpreted in accordance with Norwegian law. If the Standard Agreement does not fully regulate a situation that may arise, the Standard Agreement shall be completed using general bond law principles. In case of disagreement with this Standard Agreement, the Parties shall seek to resolve the dispute through negotiations. If such negotiations do not arise, the dispute shall be settled by court before the ordinary courts, with Oslo District Court as a court of defense.