1. Definitions and interpretation
In this Customer License Agreement (hereinafter the “CLA”), except where the context requires otherwise, the following words shall have the following meaning: The Services constitute either parts of or the whole application provided under the domain metamanager.io or distributed by EBFS VENTURES AS or any of its under subsidiaries. The licensor means the legal entity that owns the Service according to this CLA. The licensee means the customer who has been given an access right to the EBFS VENTURES AS Services. License means the right for the licensee to use the Services via the Internet and in a Web-interface, not the right to have a copy of the Services on its servers/computers. A reseller is a third party that has been given the right to resell the Service by licensor, but does not have the right to enter into agreements outside this CLA on behalf of the licensor. A reseller may be the invoicing part towards the licensee. Invoicing means all types of handling payments. An electronically sent invoice or a transaction through third party payment services, e.g. Credit card payment or online payment companies.
2. Entry into force
This CLA shall enter into force when this agreement is accepted by both the licensor and licensee and has been received by the licensor. Logging into the Service means that you have accepted the conditions for using the license. The license shall remain valid for so long as the license fee and the ongoing subscription are paid according to this CLA. The Licensor is obligated to offer the license for the prepaid period of the licensee. Licensor may amend the content in this CLA at any time. The revised version will be effective at the time it is posted on the website. Any revised version that includes substantial changes that will have effect for the licensee, will be informed by an electronic notice. The Agreement is an important document which licensee must consider carefully when choosing whether to use the Services. This license replaces all former CLAs related to the Service.
3. The License
The licensee is hereby granted a non-exclusive, non-transferable license to the Services. When accepting this CLA, licensee also accepts the number of users, the subscription fee, specifications and Services that is required. The content of the Service is always subject to the discretion of the licensor, which is entitled to change the content without notice. The licensor has the right to change functionality in the Services when modules are upgraded. By executing this CLA the licensee accepts information about Services and products offered by licensor and partners. For any free services delivered by licensor, the licensee accepts to receive advertisements for any services and products. Information and advertisements can be delivered as banners, emails, SMS, text links or any other formats. All end users with administrative rights bind the licensee when accepting electronic orders of Services, third party services and consultant services from licensor and approved partners of licensor. The Licensor subsequently may choose to charge for any free licenses of the Services upon a six (3) months notice. Transfer of the license/CLA is possible only with the approval of the licensor. Written notice of transfer must be given to the licensor and the licensee will receive a written reply pursuant to which, if accepted, the new licensee must pay one month extra license fee and will continue the original licensee’s monthly fee. The transfer is not valid until the fee is paid in full to the licensor.
4. Limitation of Liability
Licensor’s liability, if any, and licensee’s sole and exclusive remedy for damages for any claim of any kind whatsoever arising out of or related to this CLA shall not be greater than the actual fees paid for the Services with respect to which such claim is made, during the immediately preceding three (3) month period prior to the filing of the claim. Under no circumstances will licensor be liable to licensee or any third party for any consequential, special, indirect, incidental or punitive damages of any kind. Including, but not limited to, lost profits, lost data, business interruption, loss of business reputation or goodwill, or the cost of procurement of substitute goods or services, even if licensor has been advised of the possibility of such damages. This shall also include any system errors in the Services, user documentation and incorrect use of the Service. The licensee shall bear financial responsibility for any additional work that must be carried out due to possible errors within the Services. The licensor reserves the right to rectify any potential errors in the Services.
5. Warranty Disclaimer Regarding Services
Licensee understands and agrees that Services are provided “as is” and licensor expressly disclaims all warranties of any kind, express or implied, including without limitation any warranty of merchantability or of fitness for a particular purpose. Licensor makes no warranty or representation regarding Services, any information, materials, goods or Services obtained through Services, or that Services will meet licensee’s requirements, or be uninterrupted, timely, secure or free from error or defect. Licensor disclaims and excludes any representations or warranties that the Services are compatible with any combination of Services or software not furnished by licensor which licensee or any Customer may choose to utilize with the Services.
6. Up-time (SLA)
The licensor guarantees an up-time of ninety-nine point five percent (99.5%) per month per twenty-four (24) hours. Only the Primary period is sanctioned and time surpassing the primary period is defined as Secondary period, which is included in the up-time guarantee, however is not sanction impositioned. Primary period is defined as 8 AM to 4 PM (GMT +1), days of service and weekends (except: Good Friday, Easter Monday, Christmas Eve, Christmas Day, Boxing Day and New Years Day). The availability of the service is measured on the outer gateway to EBFS VENTURES AS router towards the internet. The up-time is defined as the availability to log on to the application. There will be a possible claim to compensation from 0.5% of the monthly allowance per every 0.5% down-time surpassing the guaranteed ninety-nine point five percent (99.5%) per month. The compensation is set to a maximum of three percent (3%). The conjuncture of down-time in regards to maintenance of the website is Saturday 6 PM to Sunday 6 AM CET and is notified one week in advance if performed. Maintenance time is not included in the calculation of availability. Lack of availability is measured from the time notification is given by licensee of the lack of availability to the support department of the licensor.
User support is available on weekdays between 8 AM and 4 PM (GMT +1). Support is given either by chat, e-mail or by phone.
Creation of a new company client inside the Services includes the following: Creation of a new client with the named users, usernames and passwords. Company has to estimate between 0.5-1 hour for a new company client to be set up, in cases where licensor set up the company clients. If the licensee needs assistance to import data, this will be charged on the basis of the time involved to perform importation thereof.
9. Subscription fee
The subscription fee includes: Hosting of the Services, backup of data and all future upgrades and maintenance of the Services.
10. System requirements & Accessibility
The Service is available on all web browser platforms, apart from some functionality that requires the latest version of Internet Explorer. metamanager adheres to Norway's legal requirement of universal design of ICT to make our website and platform readable, and we apply Accessible Rich Internet Applications (ARIA) to make it accessible to people with disabilities.
For the best performance licensor recommend to avoid using a mobile device, but rather a desktop with a minimum screen resolution of 1024×768. Licensor cannot guarantee against lag errors due to updates of browsers, operating systems or other external sources that are used to run the Service. Licensor can neither guarantee that all functionality will function as intended with all versions of different web browsers, especially after web browser upgrades.
It is the licensor’s responsibility to backup the data on a daily basis and store the backup for a minimum two (2) months. The backup service includes restoration of data in the event of a potential server crash or a loss of data, caused by the system. The licensor warrants that the service does not entail the risk of losing data structures or data beyond one backup interval. Any failure of backup routine is the responsibility of the licensor.
12. Third party and API use
By accepting third party ancillary services, licensee consent that third party is granted access to licensee’s data through the licensors API. Licensor is not responsible for third party operating procedures, support, customization or development. Licensee is therefor strongly advised to read and accept any third party terms and conditions for the ancillary service. Licensee has the sole responsibility for setting third party access limitations for their users. By accessing third party services included in the Service, by any of licensee’s users, licensee assumes the responsibility for the payment of these third party services. The third party services will be charged on the next invoice from licensor or third party reseller, a separate invoice, or gathered at a later time depending on the third party services used. The licensor expressly reserves the right to the Services and the terms and conditions of the subcontractors if any such variations or changes prove to be more expedient in terms of the development of the Services or if the price terms change. New terms and conditions for the Services will then prevail those in this CLA. The Licensor is not responsible for commitment entered into by a third party that could represent an obstacle to the performance of this Agreement.
13. Distributed Invoices
Distributed invoices may be, but is not limited to electronic invoices, invoices by traditional mail or as attachments to emails. It is Licensor´s right to decide which formats for electronic invoices that are to be supported. Distributed invoices do not include invoices printed by Licensee and sent by other channels. Licensee grants Licensor the right to perform its duty as an invoice operator on behalf of Licensee, so that transactions may be provided by established networks. Licensor is responsible for delivering distributed invoices to Access point, not from Access point to the receiver of the invoice. Email compounds may be unavailable for reasons beyond Licensors control, such as, but not limited to, activated filters or changes made by the recipient. For these reasons Licensor cannot guarantee that the distributed invoice is delivered to the receiver. The distributed invoice may be marked as delivered as soon as it is delivered to Access point. Licensor has no responsibility concerning time spent on delivering a distributed invoice or any claims arising as a result of the delivery. Licensor is not responsible for the content of the distributed invoice or the interpretation of the content upon reception. The distributed invoice may content personal data, in these cases Licensor refer to law on personal data. Licensee has the responsibility that the content is real and legal. Licensor has the sole right to change Access point at all time, to give Licensee the best possible Service. Licensor may outsource the whole or part of this service to the best third party at any given time. When the first distributed invoice is sent, Licensee accepts that Licensor or affiliated partner has the right to contact all of Licensees suppliers with information about the advantages with sending Licensee distributed invoices. Licensor or reseller will invoice Licensee for time spent on any tasks related to distributed invoices that are not of standard delivery. Licensor has no responsibility for distributed invoices and reminders are paid by the receiver. If Licensee is not paying the invoice for transactions, Licensor shall have the right to suspend parts of the complete Service without delay. By accepting this CLA, Licensee also accepts Licensors terms for distributed invoices and will be enrolled into centralized registers for receivers of electronic invoices.
14. Data and Copyrights
While licensor is only responsible for the distribution of the data, data inside the Service belongs to the legal entity that owns the metamanager.io account. All data entered by the licensee or any third part is their property and they have full ownership of the data. The Licensor may, upon prior notice to the licensee, delete data considered harmful for the system or data that is illegal. The source code, design and other aspects of the system are considered the licensor’s property and only the licensor has the ownership of it. The licensee may not edit, copy, resell or in any other way distribute the Services absent a written agreement with the licensor. Any improvements or tailoring of the Services according to the licensee’s needs will be considered the licensor’s work and the copyright will remain with the licensor.
15. Privacy and Data Processor Agreement
16. Force Majeure
In case the implementation of this CLA is partially or completely prevented, or is hindered to a substantial degree by conditions beyond the control of the parties, the duties of the parties shall be suspended to the extent the conditions are relevant, and for such a period as the conditions continue. These conditions include, but are not restricted to, strikes and lockout and each condition that local law would consider force majeure or that is beyond the control of the parties. However, either party may terminate this CLA if the case of the force majeure makes it particularly burdensome to maintain the Agreement.
If the licensee fails to perform any of the provisions of this CLA or the EULA, the licensor can cancel the CLA with immediate effect. Non-payment to the licensor will in all cases be seen as a failure to perform the CLA and will result in immediate cancellation of the CLA (and access to the Service will not be granted). If the breach is a result of non-payment, the Service may be re-established when the licensee pays the unpaid invoice plus an additional invoice for the next period.
The Licensor claims the right to audit the number of Services delivered by Licensor that Licensee is utilizing. Deviations with contractual use will be invoiced (but not more than a period of two years after the deviation was discovered). The Licensor also claims the right to audit edits made in the platform. Licensor or reseller will invoice any aviation without notice. Future license fee will be adjusted accordingly to the corrected number of services used. Licensor shall have the rights to choose and change subcontractors of any scanning or interpreted data/services at any given time.
The term of this CLA is three (3) months with automatic monthly renewal thereafter. The term for additional users and/or additional modules (add-ons) is equal to the initial term of this CLA. The term may differ depending on resellers terms and conditions.
20. Invoicing and termination
The invoiced period shall start the day this CLA is accepted. Invoicing terms may differ when licensee is invoiced by resellers of the Service. The following applies when licensor is the invoicing part. All invoices from licensor will be electronically distributed. Licensee accepts that licensor may draw repetitive amounts from credit cards or online payment services, when this payment form is established. Decrements of users/modules in the preliminary term will take effect from the first invoice in the succeeding term. Additional users will be invoiced from the date the purchase is accepted. Transactions will be invoiced monthly if not licensor chooses to accumulate these to specific times. Pricing of invoice transactions can be changed with one (1) month notice if the terms from the subcontractor changes. The prices are indexed per 01.01 of each year in accordance with the Norwegian consumer price index or any other index superseding the foregoing. If an indexation regulation is not made on this date, the licensor retains the right to index the amount for multiple periods at a later date. The licensor has the right to change all prices upon giving three (3) months notice. Licensee may terminate the CLA within three months prior to the renewal of the term of this CLA. There is no refund for any prepaid period.
21. Export of data at Termination
If the CLA is terminated and the licensee can export all data. The licensor has no obligation to store data after the pre-paid period. The licensee is responsible to export data accordingly to the laws in their respective countries. To avoid data export, licensee may choose to continue to pay for one licence and the amount of storage.
22. In case of Bankruptcy
The access to the Service will only be open for the pre-paid period. To gain access to the Service after the pre-paid period, a trustee in bankruptcy may purchase such access accordingly to fixed prices. Licensor has not any legal commitments to store data for a longer period of time than this CLA requires.
23. Disputes and governing law
Any conflicts shall be subject to the courts of Oslo, Norway, and the CLA is governed by Norwegian law