Fonn Group General Terms and Conditions
Effective: January 23rd, 2025

These General Terms and Conditions set forth the terms and conditions governing all purchases of license(s) to and use of Services delivered by a Fonn Group Company (as defined herein).

By signing a Order Form for the purchase of Services, and alternatively by accessing or using any Services, or any part thereof, Licensee agrees to be bound by these General Terms and Conditions.

1. Purpose, Definitions and Purchase Procedure

The purpose of these Fonn Group General Terms and Conditions is to set forth the rights and obligations of the Parties that shall apply when Services provided by a Fonn Group Company are purchased, accessed and/or used. 

For the purpose of the provisions herein, the following terms shall have the following meaning:

Agreement shall mean these General Terms and Conditions and all herein listed appendices together with any Order Form concluded between the Parties with respect to the purchase of Services; 

Authorized User shall mean any person that Licensee, within the frames of the granted License, has authorized to access and use the Services under the License;

Confidential Information shall have the meaning awarded to the term in paragraph 10.1 below;

Fonn Group Company shall mean either one of Fonn Group AS, a Norwegian corporation with organization no. NO 916 913 370, and its daughter- and affiliate companies;

License shall mean the license granted by Licensor to Licensee hereunder to access and use the Services as specified in the Order Form and pursuant to the terms and conditions of the Agreement;

Licensee shall mean the legal entity to which the License has been granted hereunder following that entity’s signing of a Order Form regarding the purchase of Services as set forth herein;

Licensee Data shall mean any and all content, information and data, including but not limited to messages, files, objects, etc., that Licensee or its Authorized Users submit to or in other ways use in relation to the Services;

Licensor shall mean the Fonn Group Company that in its ordinary business provides the Service(s) purchased by Licensee, and with whom Licensee is entering into this Agreement, both the Licensor and the purchased Service(s) to be identified in the Order Form;

Order Form shall mean the document issued by Licensor and signed by both Parties specifying the details of a purchased License and by which Licensee by its signature expresses its binding will to purchase the Service(s) identified therein, from the identified Licensor, and its acceptance of this Agreement as the legal regulation governing the purchase;

Parties shall mean Licensor and Licensee jointly (as identified in the Order Form), each also to be referred to individually as a “Party”;

Services shall mean any services provided by a Fonn Group Company that may be purchased by Licensee under this Agreement (Licensee’s chosen Service(s) to be specified in the Order Form) including, without limitation, the Mimir cloud native video production and collaboration platform for professionals, the Dina digital-first story-centric newsroom system, and the Kunnusta workflow platform, multiplatform publishing tool and suite of connectors.

In addition to the definitions above, certain terms may be defined in the provisions wherein they are being used below.

Licensee shall ensure that the person signing the Order Form on Licensee’s behalf, and thereby enters into this Agreement, possesses all needed authorizations to make such purchase and enter into the Agreement on Licensee’s behalf.

In the event of a conflict between the different documents of the Agreement, the following order of precedence shall apply:

1. The Order Form(s) (shall prevail over);
2. This document (shall prevail over);
3. Any herein listed appendices to this document.

Any terms or conditions inserted by Licensee in a Order Form that i) puts obligations on any Fonn Group Company additional to those set forth herein, or ii) deviates from any provision herein shall be deemed null and void, unless accepted by Licensor by signed written approval.

2. Operational framework for Licensor’s provision of Services

2.1. Scope of Subscription and License and Relationship Between Licensee and Authorized User(s)  

Licensee must purchase one subscription per Authorized User and, to that end, the Order Form shall identify the number of Authorized Users included in the License. An Authorized User shall be authorized to access and use the Services pursuant to the granted License. The Licensor’s online Help Center provides information on how to invite in new Authorized Users. It is the responsibility of the Licensee to ensure that the number of Authorized Users is within the number of purchased subscriptions, as identified in the Order Form. Licensee may increase the number of subscriptions by sending a written notification to the Licensor.

A purchased subscription shall be effective from the time of purchase and stay in force for the subscription term identified in the Order Form. Each subscription is for one single Authorized User and is – unless otherwise expressly agreed in the Order Form – personal for that user. Multiple users may hence not at the same time share one subscription, but the person holding a subscription may be replaced by another one person by written notice from Licensee pursuant to the paragraph below. 

Subject to terms and conditions of this Agreement, and Licensee's full and timely payment of all fees due hereunder, Licensor grants to Licensee and its Authorized Users a right to use the Service(s) identified in the Order Form for the therein defined subscription period. For any software components included in the Services, the License is limited to a right for Licensee and its Authorized Users to use the object code version of such components.

Each Authorized User may submit content and information (“Licensee Data”) to the Services, such as messages or files, etc. However, the full and exclusive power and authority to instruct Licensor as to how Licensor shall treat submitted Licensee Data, shall rest with Licensee, and Licensee’s instructions in such regard shall be binding to Licensor and shall prevail over any wish or will expressed by the individual Authorized User uploading the content. Licensee may hereunder, inter alia, authorize or deny individual access to the Services, enable or disable third-party integrations, manage permissions and retention- and export settings, etc. Since such instructions from Licensee may contradict those of its Authorized Users, Licensee hereby undertakes to hold all its users informed at all times of the risk that Licensee instructions to Licensor may result in the access, use, disclosure, modification or deletion of Licensee Data. It shall be Licensee’s full and sole responsibility to (a) inform Authorized Users of any Licensee policies and -practices that are relevant to its use of the Services, and of any settings that may impact the processing of Licensee Data; and (b) ensure that the transfer and processing of Licensee Data under the Agreement is lawful.

2.2. Non-Binding Nature of Future Product Plans and Beta Products

Any Fonn Group Company may share information about its future product plans with the aim of being transparent. All statements made by a Fonn Group Company about such plans are, however, mere expressions of intent and are not meant to be relied upon by customers when making purchases from a Fonn Group Company. Hence, Licensee hereby acknowledges and confirms that its decision to purchase the Services governed by this Agreement, is based solely on the functionality and features already in place within the Services at the time of purchase, and not on any heralded, indicated or otherwise expected new or additional future functionality or features.

Occasionally, Fonn Group Companies look for beta testers to help test new features identified as “beta” or “pre-release,” or words or phrases with similar meanings (each, a “Beta Product”). Beta Products are made available for mere testing purposes, strictly “as is” and shall not be covered by any express or implied warranties or any contractual commitments made by the Fonn Group Company in this Agreement. Nevertheless, if Licensee or its Authorized Users become aware of any experienced faults or shortcomings with respect to any such Beta Product, such information should be passed on to Licensor, since the primary reason for making Beta Products available is to iron out issues before making a new feature ordinarily available.

To the extent Licensee or any Authorized User provides such feedback, e.g., with suggestions on how to improve the Services, Licensor is hereby granted an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use the feedback and suggestions for any purpose without any obligation or compensation to Licensee, any Authorized User or other Licensee personnel. 

2.3. Third Party Products

The Services include a platform to which Licensee may give third parties access in order for such third parties to develop applications or software intended to complement Licensee’s use of the Services (each, a “Third Party Product”). SUCH THIRD PARTY PRODUCTS ARE NOT PART OF THE SERVICES PROVIDED HEREUNDER, AND LICENSOR MAKES NO WARRANTIES OR REPRESENTATIONS OR OTHER PROMISES OR UNDERTAKE ANY OBLIGATIONS OR LIABILITIES WITH RESPECT TO SUCH THIRD PARTY PRODUCTS, THEIR FUNCTIONALITY OR FITNESS FOR PURPOSE, THEIR INTEROPERABILITY WITH THE SERVICES OR ANY OTHER THERETO RELATED ASPECT, NOR SHALL LICENSOR PROVIDE SUPPORT FOR THIRD PARTY PRODUCTS OR THEIR INTERFACE WITH THE SERVICES. ANY IMPLEMENTATION OR USE OF A THIRD PARTY PRODUCT IN RELATION TO THE SERVICES IS MADE ON LICENSEE’S OWN FULL AND SOLE RISK, AND SHALL BE A MATTER SOLELY BETWEEN LICENSEE AND THE THIRD PARTY PROVIDER IN QUESTION. LICENSEE SHALL INDEMNIFY AND HOLD HARMLESS LICENSOR FORM AND AGAINST ANY AND ALL COSTS, LOSSES AND LIABILITIES INCURRED DUE TO THE DEVELOPMENT, IMPLEMENTATION OR USE OF THIRD PARTY PRODUCTS IN RELATION TO THE SERVICES.

If a Third Party Product is enabled for Licensee’s instance, Licensor shall not be responsible or liable for any use, disclosure, modification or deletion of Licensee Data that is made available or transmitted to, or accessed by, such Third Party Product or its provider. 

3. Privacy Policy and Data Processing Agreement

Any processing of personal data in relation to the Services shall be governed by Licensor’s Privacy Policy, which is available on the Fonn Group website. Licensee shall see to it that all Authorized Users are informed about the Privacy Policy and given the opportunity to read through it before starting their use of the Services.

If the provision of Services under the Agreement is likely to involve processing of personal data on behalf of Licensee, such as the collection, registration, compilation, storage, disclosure or combinations of personal data related to Licensee’s staff, customers or other individuals, Licensee shall be required to enter into a Data Processing Agreement with Licensor based on Licensor’s template.

4. Responsibilities of Licensee and Authorized Users

4.1. Responsibilities Related to the Use of the Services

Licensee shall at all times comply with and shall ensure that all its Authorized Users comply with the terms and conditions of this Agreement. Licensor shall not in any manner be responsible for and disclaims any and all liabilities related to the content and/or use of any Licensee Data and/or Licensee’s or its Authorized Users’ use of the Services to collect, store, process or present or in any other way treat any Licensee Data or other data. The Services are not intended for and may not be used by any person under the age of 16 years. Licensee shall ensure that all Authorized Users are over the age of 16 years. It shall be Licensee’s own full and sole responsibility to provide itself and its Authorized Users with sufficiently high-speed internet access and all other technical or other framework needed to access and use the Services as intended.

4.2. Licensor’s Removal Rights

If Licensor has reason to believe that Licensee or any Authorized User is in breach of the Agreement, and that such breach can be remedied by Licensee removing certain Licensee Data or disabling a certain Third Party Product(s) from the Services, Licensor shall have the power by written notice to instruct Licensee to execute such removal and/or disabling within a reasonable time limit to be fixed in the written notice. If needed steps are not taken by Licensee within the defined time limit, Licensor may itself execute the appropriate action directly. Licensor may also take such action directly, without any notice being needed, if Licensor believes that such breach or any uploaded Licensee Data or Third Party Products carries a credible risk of harm, liability, loss or damage to a Fonn Group Company, the Services, Authorized Users or any third parties. Licensor hereby disclaims any and all liability for or related to any removal performed by Licensor pursuant to the above.

5. Payment Obligations

5.1. Fees and Payment Terms

The fee(s) payable for Licensee’s purchase of a License hereunder will be specified in the Order Form. Licensee shall pay all fees on time and in accordance with the payment terms set forth herein. 

Unless otherwise agreed in writing, all fees are payable in advance with yearly intervals. Licensor may adjust agreed fees annually, with effect from 1 January, by 30 days prior written notice to Licensee. Unless otherwise agreed, supplies from Subcontractors (where applicable) will be charged separately and additional to agreed fees, as stated in the Order Form. All orders are non-cancelable and, absent any express provision in the Agreement to the contrary, all fees paid are non-refundable. In the event that Licensor agrees to invoice Licensee for applicable fee(s), invoice will be sent by email, and Licensee shall make payment so that the full due amount is received on Licensor’s account within fifteen (15) days from the invoice date. Fees stated are exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). Licensee shall be responsible for paying all Taxes associated with its purchases, except for those based on Licensor’s net income. Should any payment for agreed Services be subject to withholding tax by any government, Licensee shall reimburse Licensor for any such withheld tax. 

Licensee shall keep its billing and contact information current at all times by notifying Licensor without delay of any changes.

All rights and Licenses granted under this Agreement are granted to Licensee on the condition that all the due fees are paid to Licensor in full and on time.

6. Licensor’s Responsibilities

6.1. Provision of Services

Licensor will make the agreed Services available to Licensee pursuant to the herein agreed terms and conditions. While providing the Services, Licensor undertakes not to use or process any Licensee Data for any other purpose than what is needed for the mere provision of the Services according to the Agreement, unless otherwise instructed by Licensee in writing.  For the avoidance of doubt, these restrictions on Licensor’s use and processing of Licensee Data shall not restrict Licensor from allowing all of Licensee’s Authorized Users full and unrestricted use of the Services, with all uploaded Licensee Data at all times, or from processing Licensee Data to the extent needed in order to facilitate such use of the Services by Authorized Users.

The Services will perform substantially in accordance with the descriptions of functionality provided, at any given time, on Licensor’s then current Help Center pages, provided that they have been used in accordance with all documentation and specifications made available on Licensor’s Website. 

Except as expressly explained in the “Third Party Products-” and “Downgrade for Non-Payment-” sections of the Help Center pages, Licensor will not materially decrease the functionality of an agreed Service during the agreed subscription term. Licensee’s sole and exclusive remedy upon a breach of any obligation set forth in this section 6 shall be to terminate the Agreement pursuant to paragraph 8.3 (provided the existence of a material breach of the Agreement), with such effects as described in paragraph 8.5 “Effects of Termination”.

6.2. Service Availability

For some of the Services, Licensor may offer specific uptime commitments, which are paired with “credits” to apply if such uptime commitments are breached. Upon such breach, the credits will serve as liquidated damages, as specified in the Order Form, and shall be Licensee’s sole and exclusive remedy for the downtime-breach and any related losses or other inconvenience. Notwithstanding the above, no uptime commitments and no credits/liquidated damages shall apply unless such commitments have been expressly undertaken by Licensor in the applicable Order Form (or in other separate written Agreement duly signed or confirmed in writing by Licensor). For all Services, also those not covered by agreed uptime commitments, Licensor will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, with the exclusion of planned downtime. Such planned downtime will normally be infrequent, but Licensor will endeavor to provide Licensee with advance notice (e.g., through the Services) if such downtime is expected to have a duration of more than five (5) minutes coherently. Credits earned by Licensee pursuant to the above in the shape of liquidated damages may only be collected by Licensee by requesting (for no payment) an equivalent extension  of Licensee’s subscription to the agreed Service(s).

6.3. Protection of Licensee Data

Licensor will take reasonable steps to protect any Licensee Data uploaded to the Services and to maintain administrative, physical, and technical safeguards at a high level. Licensor will hereunder implement measures aimed at preventing unauthorized access, use, modification, deletion and/or disclosure of Licensee Data by Licensor’s personnel. Licensor will further take steps to ensure that any third party service providers, engaged by Licensor in the provision of Services (where applicable), maintain, at a minimum, reasonable data practices for maintaining the confidentiality and security of Licensee Data and preventing unauthorized access. Licensee shall have the full and sole responsibility for maintaining adequate and sufficient security- and protection measures on its side, and hereunder to secure backup copies to be frequently made of all Licensee Data for as long as such data is uploaded to the Services. Licensee shall bear the full and sole responsibility and liability for any and all dispositions over Licensee Data made by Licensee’s Authorized Users and by providers of Third Party Products.

6.4. Use of Subcontractors 

Licensor shall at its own sole discretion be free to use subcontractors in the performance of Services and its compliance with its tasks and obligations under the Agreement. 

7. Ownership and Proprietary Rights

Licensee owns and shall continue to own all Licensee Data. Licensee hereby grants, for itself and all its Authorized Users, to Licensor and all other Fonn Group Companies and involved subcontractors a worldwide, non-exclusive, time-limited license to access, use, process, copy, distribute, perform, export, display and in any other way dispose of all Licensee Data and Third Party Products uploaded to the Services, to the extent needed (a) to provide, maintain, enhance and update the Services; (b) to perform any needed  service, security-adjustments, support and maintenance or other technical adjustments to the Services; (c) as required by law or as permitted under Licensor’s Data Request Policy (if applicable); and (d) as expressly permitted in writing by Licensee. Licensee represents and warrants that it has secured all needed rights in and to Licensee Data (from its Authorized Users) and providers of Third Party Products to lawfully grant this license.

Licensor is and shall continue to be the full and sole owner of the Services, and of any and all parts thereof, including but not limited to any concepts, software, databases, visualizations, tools, trade secrets, confidential information, trademarks, documentation, etc. contained in or related to the Services and any and all intellectual property rights therein and related thereto. All such software and other components of the Services are protected by copyright law as well as other statutory and non-statutory intellectual property law. Nothing herein shall involve or imply any transfer of ownership to such components or any related intellectual property rights. This Agreement merely grants to Licensee a license, i.e., a right to use the Services pursuant to the terms and conditions set forth herein and subject to full and timely payment of all applicable fees, this License to be non-sublicensable, non-transferable, non-exclusive, and otherwise limited as set forth herein. All rights not expressly granted by this License are retained by us.

8. Term and Termination

8.1.  Term

The Agreement shall come into effect on the date of both Parties’ signing of the Order Form and remain effective until all subscriptions ordered by Licensee under the Agreement have expired or been terminated, or the Agreement is terminated pursuant to this paragraph 8 (the “Term”). Termination of the Agreement pursuant to paragraph 8.3 or 8.4 shall automatically terminate all then ongoing subscriptions and Order Forms from the date such termination takes effect.

8.2. Auto-Renewal

Unless the Order Form states otherwise, all subscriptions shall automatically renew  with consecutive one (1) year periods, or consecutive periods equivalent to the length of the preceding subscription period, whichever is shorter. Either Party may notify the other Party of non-renewal with at least thirty (30) days prior written notice before the end of an ongoing subscription period, and such written notice shall stop the subscription from automatically renewing.

8.3. Termination for Cause

Either Party may terminate (cancel) the Agreement by notice to the other Party if the other Party has committed a material breach of the Agreement and such breach is not fully cured within thirty (30) days after the non-breaching Party provides a notice of the breach. Licensee shall in this relation be liable and responsible to full extent for any and all breaching acts committed by its Authorized Users and by providers of Third Party Products engaged by Licensee. Licensor may terminate the Agreement with immediate effect, by written notice to Licensee, if Licensor reasonably believes that the Services are being used by Licensee or any of its Authorized Users or providers of Third Party Products in violation of applicable law.

8.4. Termination Without Cause

Both Parties may terminate any free- or trial subscriptions granted without cause and with immediate effect. 

8.5. Effects of Termination

Upon any termination for cause by Licensee, Licensor will refund Licensee a share of any pre-paid fees proportionate to the remainder of the agreed term of the subscription at the effective date of termination. Upon any termination for cause by Licensor, Licensee shall be obliged to pay any unpaid fees covering the remainder of the agreed term of subscriptions after the effective date of termination. In no event will any termination relieve Licensee of the obligation to pay any and all fees payable for the period up till the effective date of termination.

8.6. Data Portability and Deletion

During the term of a subscription, Licensee will be permitted to export or share certain Licensee Data from the Services; however, Licensee acknowledges and accepts that its possibility to export or share Licensee Data may be limited or unavailable depending on the type of service plan in effect, and the data retention-, sharing- or invite settings enabled. Following termination or expiration of a subscription, Licensor shall have no obligation to maintain or provide any Licensee Data or Third Party Products and may thereafter, unless otherwise obliged by law and following a reasonable notice to Licensee, delete all Licensee Data and Third Party Products in its systems or otherwise in its possession or under its control.

9. Representations, Disclaimer of Warranties

9.1. Power to enter into the Agreement and Licensee’s liability for Authorized Users

Licensee represents and warrants that it has validly entered into the Agreement and has the legal power to do so. Licensee further represents, warrants and undertakes that it is and shall be fully responsible and liable for the acts and conduct of all its Authorized Users and for such Authorized Users’ compliance at all times with the terms and conditions of this Agreement and any applicable law.

9.2. Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS”- AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. WE DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LICENSEE ACKNOWLEDGES AND ACCEPTS THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

9.3. Limitation of Liability

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF LICENSOR AND OTHER FONN GROUP COMPANIES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY LICENSEE HEREUNDER DURING THE LAST TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO SUCH LIABILITY. 

IN NO EVENT SHALL ANY FONN GROUP COMPANY HAVE ANY LIABILITY TO LICENSEE OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, AND WHETHER OR NOT LICENSEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR SHALL NOT HAVE ANY LIABILITY FOR ANY LOSS OR DAMAGE CAUSED BY THE CONDUCT, MISCONDUCT OR ABSENT OF CONDUCT OF A SUBCONTRACTOR UNLESS IT IS ESTABLISHED THAT LICENSOR HAS ACTED WITH GROSS NEGLIGENCE IN THE CHOICE OR FOLLOW-UP OF SUCH SUBCONTRACTOR.

The Services support logins using two-factor authentication (“2FA”), which is known to reduce the risk of unauthorized use of or access to the Services. Licensee acknowledges and hereby agrees that Licensor shall not be responsible or liable for any damages, losses or liability incurred by Licensee, Authorized Users, providers of Third Party Products or or others, to the extent it is likely that any event leading to such damages, losses or liability would have been prevented by the proper use of 2FA by Licensor, Authorized Users or any provider of Third Party Products let into the Services by Licensee. Additionally, Licensee shall be fully and solely responsible for upholding at all times a proper and sufficient data security- and secrecy level for all login credentials, including usernames and passwords, for administrator accounts as well the accounts of your Authorized Users. Licensor shall not be responsible for any damages, losses or liability incurred by Licensee, Authorized Users, providers of Third Party Products or anyone else, due to such information not being kept sufficiently secured and confidential by Licensee or its Authorized Users or providers of Third Party Products, or if a third party for whatever reason (hereunder by chance) provides correct login information and thereby is able to log into and access the Services.

The limitations agreed by the Parties in this “Limitation of Liability” section of the Agreement shall apply and set aside  any and all legal theories to the contrary, whether in contract, tort, by law or otherwise, and and shall apply to the full extent permitted by law. The Parties acknowledge and accept that all provisions in this “Limitation of Liability” section of the Agreement allocate the risks under the Agreement between the parties, and that the Parties have relied on these limitations and their balancing of risks between the Parties when determining whether to enter into this Agreement and setting the pricing for the Services.

9.4. Licensor’s Indemnification of Licensee

Licensor will indemnify and hold harmless Licensee from and against any third party claim, action, suit, proceeding and demand alleging that the Services provided hereunder is infringing a third party’s copyright. Licensor will hereunder cover all reasonable and necessary attorney’s fees incurred and any awarded damages and other costs payable by Customer pursuant to a final court decision, in which the Services are held to be infringing such third party copyright, or to a final written settlement priorly approved by Licensor in writing. Notwithstanding the above, Licensor shall have no liability or indemnity-obligations to the extent the claim against Licensee arises from (a) Licensee Data or any Third Party Product; or (b) any modification, combination, development or other amendment of the Services not performed by Licensor, including but not limited to in the use of any application programming interface (API). Furthermore, the indemnity provided by Licensor under this section is contingent upon Licensee (i) providing Licensor with prompt written notice of any received claim against Licensee without delay and in any case no later than ten (10) business days after receipt of said claim(s), (ii) enabling Licensor and allowing Licensor the rights to assume exclusive control of the defense against the received claim(s), and (iii) in good faith cooperating with and assisting Licensor in the defense and accommodating any reasonable requests from Licensor related to such defense or settlement of such matter. This section 9.4 states Licensor’s sole liability with respect to, and Licensee’s sole and exclusive remedy against Licensor and other Fonn Group Companies for, any such third party claim covered by the provision.

9.5. Licensee’s Indemnification of Licensor

Licensee will indemnify and hold harmless all Fonn Group Companies from and against any and all third party claims, actions, suits, proceedings, demands and allegations arising from or related to (i)Licensee’s or any of its Authorized Users’ violation of this Agreement ; (ii) the contents of any Licensee Data or the manner in which Licensee Data has been collected, stored, processed or presented; (iii) the use, on Licensee’s or any of its Authorized User’s initiative, of a Third Party Product within or in relation to the Services; or (iv) any acts or omissions related to the Services committed by a provider of Third Party Products who has been granted access to the Services by Licensee or any of its Authorized Users. Licensee shall hereunder cover all reasonable attorney’s fees incurred and any awarded damages and other costs payable by a Fonn Group Company pursuant to a final court decision or to a final written settlement priorly approved by Licensee. The indemnity provided by Licensee under this section is contingent upon Licensor (i) providing Licensee with prompt written notice of any received claim without delay, (ii) enabling and allowing Licensee the rights to assume the exclusive defense and control of the defense against the claim, and (iii) in good faith cooperating and assisting Licensee in the defense and accommodating with any reasonable requests from Licensee related to the defense or settlement of such matter. This section states Licensee’s sole liability with respect to, and Fonn Group Companies’ exclusive remedy against Licensee for, any claim covered by the provision.

9.6. Additional Terms Related to Indemnifications

Notwithstanding paragraphs 9.4 and 9.5 above, (a) an indemnified Party shall always be free to engage its own counsel provided that the cost of such counsel is covered by the indemnified Party and that the engagement of such counsel shall not remove or reduce the indemnifying party’s control of the defense against the claim; and (b) no settlement may be entered into by an indemnifying Party, without the express written consent of the indemnified Parties (such consent not to be unreasonably withheld) if  the settlement involves the making of admissions by or on behalf of the indemnified parties that has not already been fully repaired through the indemnity provided by the indemnifying Party hereunder. 

10. Confidentiality

10.1. Confidential Information

Each Party (“Disclosing Party”) may disclose Confidential Information to the other Party (“Receiving Party”) in connection with the Agreement. For the purpose of this Agreement, “Confidential Information” shall mean any and all information that is labelled as “Confidential” or by its nature and content should be reasonably understood as being confidential considering the nature of the information and the circumstances of disclosure, which may include, but is not limited to, all Order Forms, as well as non-public business, financial, technical and non-technical information, data, information relating to products, technologies, marketing, distribution, as well as ideas and creative works (regardless of whether such information is protected under copyright, patent or trademark and/or trade secret laws). Confidential Information of Licensee includes Licensee Data. Notwithstanding the above, Confidential Information shall not include information that (a) is or becomes generally available in other ways than by disclosure of the Receiving Party; (b) was lawfully known to the Receiving Party prior to its disclosure by the Disclosing Party; (c) is lawfully received from a third party who has rightful possession of Confidential Information; or (d) was independently developed by the Receiving Party.

10.2. Protection and Use of Confidential Information

The Receiving Party shall (a) hold the Confidential Information in confidence and employ controls, protections and safeguards to this regard, treating it with at least the same degree of caution as the Receiving Party would in the handling and storage of its own proprietary data and information, but never less than what should be deemed as reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, (b) not use Confidential Information for any purpose outside the scope of this Agreement or other than expressly permitted herein, (c) not disclose Confidential Information in any way, either directly or indirectly, to any third party, except (i) to those employees, affiliates and contractors, or financial or legal advisors who need to know such information in connection with the Agreement, (ii) only to the extent necessary for the scope of this Agreement and (iii) provided always that such persons are bound to confidentiality obligations at least as restrictive as those in the Agreement.

10.3. Mandated Access or Disclosure

The Receiving Party may access or disclose Confidential Information of the Disclosing Party to the extent mandated by law. The Receiving Party shall notify the Disclosing Party (to the extent legally permitted) in reasonable time before such mandated access or disclosure is granted and shall assist the Disclosing Party with reasonable means, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest such access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party shall reimburse the Receiving Party for its reasonable cost related to any needed compiling of and the provision access to such Confidential Information pursuant to the applicable law, as well as its reasonable costs for offering any support requested by the Disclosing Party in relation to the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.

11. Survival

Upon termination or expiration of this Agreement, for whatever reason, sections 2.3. (“Third Party Products”), 7. (Ownership and Proprietary Rights), 8.5. (“Effects of Termination”), 8.6. (“Data Portability and Deletion”), 9.3 (“Limitation of Liability”), 9.5. (“Licensee’s Indemnification of Licensor”), 9.6. (“Limitations on Indemnifications”), 10. (“Confidentiality”) and 12. (“General Provisions”) shall survive.

12. General Provisions

12.1. Publicity

Unless otherwise expressed by Licensee in writing, Licensee grants Licensor a right to use Licensee’s company name and logo as a reference for marketing or promotional purposes on any Fonn Group Company website and in other public or private communications with existing or potential customers.

12.2. Force Majeure

Licensor shall not be liable by reason of any failure or delay in the performance of its obligations under this Agreement that is due to events beyond Licensor’s reasonable control, which may include, but is not limited to denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, governmental action or other Force Majeure events. The exemption from liability as set forth in this section 12.2 shall only apply for as long as the Force Majeure event persists and prevents the correct fulfilment of the contractual obligation.

12.3. Relationship of the Parties

The Licensor on the one side and the Fonn Group Companies on the other side, are independent contractors, and this Agreement shall not constitute or be construed as constituting them as partners, joint ventures, agencies or fiduciaries, as creating any other form of legal association that would impose liability on one of them for the act, or failure to act, of the other, or as providing either of them with the right, power, or authority (express, or implied) to create any duty or obligation of the other. Neither Licensor on the one side or the Fonn Group Companies on the other side 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. Except as otherwise expressly provided herein, each of the Licensor and the Fonn Group Companies 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.

12.4. Notices

Except as otherwise set forth herein, all notices under the Agreement will be by email. Notices to Licensor shall be sent to company@fonngroup.com, except for legal notices, such as notices of termination or an indemnifiable claim, which must be sent to legal@fonngroup.com. Notices will be deemed to have been duly given (a) the day after it is sent, in the case of notices through email; and (b) the same day as it is sent, in the case of notices through the Services.

12.5. Modifications

As Licensor’s business evolves, Licensor may change these General Terms and Conditions and the other elements of the Agreement (except for any Order Forms). If such changes are material, Licensor will provide Licensee with reasonable notice prior to the change taking effect, either by emailing Licensee at the email address associated with Licensee’s account or by messaging Licensee through the Services. Licensee can at all times review the most current version of the General Terms and Conditions by visiting https://fonngroup.com/fonn-group-general-terms-and-conditions/ . In the case of any material revision of the General Terms and Conditions, the revised Agreement will become effective on the date set forth in Licensor’s notice. All other changes will become effective upon posting of the change. If Licensee (or any Authorized User) accesses or uses the Services after the effective date, that use will constitute and shall be deemed as Licensee’s acceptance of the revised terms and conditions.

12.5. Waiver

The waiver by either Licensor, or Licensee of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach. Except for actions for non-payment or an infringement of Licensor’s intellectual property rights in the Services, no action, regardless of form, arising out of this Agreement may be brought by Licensee more than one (1) year after the cause of action has occurred. No waiver under the Contract will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

12.6. Severability

The Agreement shall be enforced to the fullest extent permitted under applicable law. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the Agreement shall be interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Agreement shall remain in full effect.

12.7. Assignment

Except between Fonn Group Companies, no Party may assign or delegate any of its rights or obligations under this Agreement without the prior written consent of the other Party. Notwithstanding the above, a Fonn Group Company may assign the Agreement in its entirety (including all active subscriptions) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this section shall be null and void. Subject to the foregoing, the Agreement will bind and inure to the benefit of the parties, and their respective lawful successors and permitted assigns.

12.8. Choice of law and legal venue

This Agreement shall be governed by and construed in accordance with the laws of Norway. Any dispute, controversy or claim arising out of or in relation to this Agreement, the Parties shall seek to solve amicably through negotiations. If the Parties are unable to reach an amicable solution within two (2) weeks, any dispute, controversy or claim shall be finally settled by the regular courts of Norway. Both Parties hereby agree to and accept Hordaland District Court (Hordaland tingrett) as exclusive legal venue. 

For American customers entering into an Agreement with Fonn Group Americas, Inc., this Agreement shall be governed by and construed in accordance with the laws of the State of New York.

12.9. Entire Agreement

This Agreement constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Without limiting the generality of the foregoing, the Agreement supersedes the terms of any online agreement electronically accepted by Licensee or any of its Authorized Users. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Licensee purchase order, vendor onboarding process or web portal, or any other Licensee order documentation (apart from signed Order Forms) will be incorporated into or form any part of the Agreement, and all such terms or conditions will be null and void.

Appendix 1: Service levels

Service Level Agreement

1. Object and purpose

This Service Level Agreement (the “SLA”) applies to and is incorporated by reference into the Agreement entered into between Licensor and Licensee regarding the provision of Services from a Fonn Group Company to Licensee. Capitalized terms used herein shall have the meaning assigned to them by the definitions of the Agreement.

Licensor may modify this SLA from time to time by posting such amended SLA to Licensor’s site. In the event of any material changes, Licensor will provide Licensee with a sixty (60) days notice before such material changes takes effect. During the term of a valid subscription to Services, Licensor will use commercially reasonable efforts to achieve a monthly uptime percentage per. calendar month amounting to at least 99.5%. Failure to meet this uptime ambition shall make Licensee eligible to receive “credits” as defined in Section 2 below. Such credits may be used by Licensee solely to extend its ongoing subscription equivalently, and this shall be Licensee’s sole and exclusive remedy for any failure to meet the expressed uptime ambition. 

2. Definitions

In addition to the other definitions of the Agreement, the following terms used herein shall have the following meaning:

Downtime shall mean the time in which any Service to which Licensee has a valid ongoing subscription is not capable of being accessed or used by Licensee pursuant to the Agreement, as monitored by Licensor. Notwithstanding the above, the following occurrences shall not be regarded as Downtime:

1. Any Service unavailability caused by a scheduled maintenance of the platform used by Licensor to provide Service in question (Licensor will endeavour to provide seven days’ advance notice of any Service-affecting scheduled maintenance); and
2. Any Service unavailability caused by events outside of the direct control of the Licensor, including any Force Majeure event or similar event; the failure or unavailability of Licensee’s systems or the Internet; and the failure or application of any other technology or equipment used by Licensee to connect to or access Services or used bu Licensee in or in relation to Services (including but not limited to any Third Party Products).

Monthly Uptime Percentage shall mean the total number of minutes in a calendar month minus the number of minutes of Downtime suffered by Licensee during that calendar month, divided by the total number of minutes in that calendar month. 

2. Service Credits. 

Credits are awarded to Licensee as reimbursement if Licensor does not meet the uptime ambition expressed in paragraph 1 above for any calendar month of a valid and active subscription to Services. Upon Licensor’s approval of such claim for credits, the following credits shall apply:

Service credits awarded to Licensee may only be used by Licensee solely to extend its ongoing subscription(s) equivalently (no monetary payments), and this shall be Licensee’s sole and exclusive remedy for any failure by Licensor to meet the expressed uptime ambition.

3. Claim Procedure. 

In order to be eligible for receiving service credits for a particular calendar month, Licensee must submit a claim by email to the support team within 30 days from the end of that month. The email must include the following information:

1. Licensee’s name and account number;
2. the name of the Service(s) to which the claim for credits relate(s);
3. the name, email address, and telephone number of Licensee’s designated contact; and
4. information supporting the occurrence of each asserted Downtime, including its date and time, and a description of the incident and affected Service, all of which must fall within the same calendar month to which the claim is related.

→ Archive of previous terms and conditions.