CLOUD SERVICE TERMS

1. BACKGROUND AND STRUCTURE

These cloud service terms (“the Terms”) governs your and your organization’s use of the app you are downloading with related services as described on the product pages on Microsoft AppSource (https://appsource.microsoft.com/). (“the App”). The App is provided by Dynapro AS, Asker, Norway (“Dynapro”, “We”, “Us” or “Our”) directly or through Microsoft AppSource.

The Terms constitute together with the “Order form” an agreement (“the Agreement”) between the legal entity that you represent (“Licensee”, “You” or “Your”) and Dynapro. The Terms governs the use, subscription and downloading of the App. Microsoft is not party to the Agreement.

2. PRACTICAL USE

2.1 How to use of the App

2.1.1 You may

You may use the App as described on the relevant product pages and documentation on a non-exclusive, worldwide, time-limited, non-transferable basis upon Dynapro’ s acceptance of Your order for the Subscription period, subject to timely payment of the Subscription fee as defined herein.

2.1.2 You may not

You may not:

a) give, lease, license, sell, make available or distribute any part of the App to any third party.

b) use the App to operate a time-sharing service, resell the App in bulk to other service providers or customers, outsource the App, operate as a service bureau, application service provider, manage service provider or deliver similar services directed towards and performed on behalf or for the benefit of a third party using the App.

c) copy any software contained in the App or as is given access to by us onto any public or distributed network, nor modify, duplicate, create derivative works from, frame, mirror, republish, facilitate download of, display, transmit or distribute such software.

d) attempt to decompile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form of all or any part of the code of the App; or

e) change any right notices which appear in the App.

2.2 We may

We may verify that the number of App users does not exceed the number that is part of Your order.

2.3 Content

You are responsible for the quality and legality of any content on or communicated by use of the App.

We may refuse Your use of the App if We are made aware of content that is:

a) unlawful,

b) infringing intellectual property rights,

c) harmful,

d) inciting violence, or

e) is hyperlinking to such inappropriate content.

2.4 Third party systems

We make no representation or warranty about any third-party systems, terms nor their safety.

2.5 Communication

All notices under the Agreement shall be done in writing to post@dynapro.no unless otherwise stated.

3. SUPPORT, MAINTANANCE AND RESPONSE TIME

3.1 Support

When You have a valid paid license, you will receive advice on technical use of the App through the following support channels:

We may adjust Our support channels from time to time at Our sole discretion upon notice on Our documentation site www.dynapro.no.

3.2 Maintenance

The App is delivered as a cloud-based service that is continuously maintained, improved, and updated. We are happy if You help us to improve Our service. Your reported bugs, disruptions and feature suggestions help us make the App even better.

3.3 Feedback

Any Feedback is given to Us voluntarily by You and grants Us, without charge, a non-exclusive license to use, modify, distribute, and commercialize the Feedback as we wish.

3.4 Response times

Software products in general are complex and interrelated, and disruptive failures can take time to fix. Our response times gives You a sense of what You can expect from Us, but must not be mistaken for a guaranteed resolution time. However, We always strive to fix critical issues as fast as possible.

Dynapro is providing paying Licensee’s support services 8 hours a day from 08:00 – 16:00 (Norwegian time), Monday to Friday (excluding public holidays in Norway, “support hours”). All support requests will be responded to as soon as possible. Any support request that We identify as critical, will be responded to within 24 hours. In all other cases Our response time is within five business days.

The App’s uptime target is 99,5% measured per calendar month, not calculating downtime caused by circumstances outside Our control, such as user fault, the downtime of any integrated third-party systems or Microsoft AppSource, data connection or data centre failure, cyber-attacks, service windows or force majeure.

4. LICENSE AND INTELLECTUAL PROPERTY RIGHTS

4.1 General

Licensee acknowledges that no copyright, trademark rights, design rights, patent rights and rights to inventions, database rights, Internet domain name rights, company names or other intellectual property rights or neighbouring rights (“IPR”) are transferred to You or any third party by the Agreement.

4.2 How to use the logos and trademarks

Both parties may use each other’s logos and trademarks as part of marketing. You may not under any circumstances use the IPR in a way that has a negative effect on the reputation of Dynapro, Our partners or any affiliated companies.

4.3 Confidentiality

You may under the term of the Agreement, receive Dynapro’ s internal information and information related to the IPR, including services, specifications, marketing information and similar sensitive information (“confidential information”).

You agree to not disclose, whether directly or indirectly, any confidential information to any third party unless required for performing the Agreement. This also applies after termination of the Agreement.

The foregoing provisions will not prevent the disclosure or use of any information that is or becomes, through no fault of the parties, public knowledge or to the extent required by mandatory law.

5. PERSONAL DATA

We will only process personal data in accordance with applicable data protection legislation and Our privacy policy.

6. COMMERCIAL TERMS

6.1 When You register to order Our App through Microsoft AppSource

When You ask Us to contact You regarding the App through Microsoft AppSource, You accept and agree that the App is subject to the Agreement.

6.2 Order

The App must be formally ordered by You. The order shall identify the App and stipulate the number of App users that will be part of the subscription. A “user” is a natural person authorised by You to use the App.

6.3 Subscription period

The Subscription period is one (1) month commencing Upon Our acceptance of Your order.

6.4 Subscription fee

The App is paid for in advance through a semi-annually subscription fee (“Subscription fee”) based on the number of users in the App stipulated in Your order or actual users (whichever is higher), or other applicable price metrics agreed to or stipulated by Us.

6.5 Billing

If You do not pay on time, We may turn off access to the App upon 30 days written notice. If full payment is not received within that 30 days’ period, We may with additional written notice of 30 days terminate the Agreement, delete Your data, and close Your accounts.

6.6 Price changes

Prices can be changed on three (3) months’ written notice.

6.7 Duration and termination of the subscription

The Agreement is effective until terminated by either party. If You terminate the subscription, the termination will be effective at the end of the applicable Subscription period. Access will end immediately upon termination. Related data will be deleted within three months.

6.8 Survival

The terms of the Agreement that are likely to require performance, or have application to events that may occur, after the termination or expiration of the Agreement will survive termination or expiration, including all indemnity obligations and procedures.

6.9 Defects and liability

6.9.1 “As is”

The App and all related components and services are provided on “as is” and “as available” basis without any warranties. Dynapro expressly disclaim all warranties express or implied, including implied warranties of merchantability, title, fitness for particular purpose and non-infringement.

6.9.2 Limitation of liability

We will not be liable for any indirect, special, incidental, or other consequential loss or damage that may arise in relation to the Agreement, hereunder for loss of profit, business, revenue, goodwill, data, or anticipated savings. Liability for loss or damage is in any event limited to one (1) month Subscription fee.

Dynapro shall not be liable for any loss or damage due to reason of force majeure, which includes events beyond the control of the parties, loss or damage caused by data centre and data connection failure and strikes.

If Dynapro causes loss or damage by grossly negligent or intentional breach of contract, no limitation of liability applies.

This section sets out the entire liability of Dynapro arising under or in connection with the Agreement.

6.9.3 Termination for breach and effect of termination

Both parties may terminate the Agreement without a notice period if the other party is in material breach of the Agreement, including the IPR rights or become insolvent. Notice of breach with reasons stated must be submitted in writing.

6.9.4 Amicable negotiations

The parties will attempt to resolve any disputes, controversies, or claims (collectively “dispute”) arising out of or relating to the agreement through amicable negotiations.

If a dispute cannot be resolved amicably, We will discuss the use of a mediator or other alternative dispute resolution mechanism in order to limit the legal cost and damage to the relationship that litigation may result in.

6.10 Indemnification

You will indemnify Us against any claim from third party systems caused by Your actions.

7. GENERAL RULES

7.1 Governing law

If the parties are unable to reach a negotiated solution, the dispute will be referred to Oslo City Court as mandatory legal venue. The agreement shall be interpreted in accordance with Norwegian law.

7.2 Updated Terms

We may from time-to-time issue new Terms. The new Terms will become a binding part of the Agreement if You do not object within 90 days of being informed of the new Terms. If We do not accommodate any objections You might have, You are entitled to terminate the Agreement immediately. The new Terms will apply until the termination is effective.