These Terms (the “Agreement”) is an agreement between you (“You”, either an individual or a legal entity) and Visma Software AS (OneStop Reporting), (“OSR”, “Us” or “We”). We have developed a multi-tenant business intelligence solution for reporting, budgeting and analysis that is offered to You as a software-as-a-service (the “Service”).
This Agreement and the Data Processing Agreement takes effect when You press “I Accept” or first use the Service (the “Effective Date”). If You are accepting this Agreement on behalf of another person or other legal entity, You represent and warrant that You have full authority to bind that person or legal entity to this Agreement. If you do not agree with this Agreement, do not use the Service. This Agreement shall apply to the maximum extent permitted by mandatory law.
1.1 In addition to other terms that may be defined elsewhere in this Agreement, the following expressions shall have the meanings set forth in the tables below:
“Authorized User(s)” means the person(s) within Your organization who registers and is authorized to use the Service;
“Confidential Information” means all non-public information, whether oral or written, relating to a party’s business, affairs, products and services that have or could have commercial value to the party disclosing such information, whether made available in writing or oral, and whether or not identified by the disclosing party at the time of disclosure as being confidential to the disclosing party;
“Intellectual Property Rights” means any patents, rights to inventions, copyrights and related rights, trademarks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property right or proprietary right recognized in any country or jurisdiction in the world, whether registered or not, and whether in existence as of the Effective Date or arising or recognized thereafter and all applications and registrations therefor;
“Personal Data” shall have the meaning set out in the Data Processing Agreement.
2.1.1 Subject to the terms and conditions set out in this Agreement, We hereby grant to You a non-exclusive, non-transferable, non-sub-licensable right to access and use the Service described in the applicable Order Form for Your internal business needs.
2.2 Account and Authorized Users
2.2.1 To access and use the Service, You must create an account and provide the information that is requested. It is Your obligation to make sure that the account information is accurate and updated.
2.2.2 You must ensure that only Authorized User(s) are permitted access to the Service and that such Authorized User(s) use the Service in accordance with this Agreement. For the avoidance of doubt, You are solely responsible for the activity on Your account and any associated use of the Service. You shall immediately notify OSR of any loss, theft and/or misuse of any passwords or usernames related to the Service and/or any unauthorized use of the Service.
2.3 Restrictions and obligations
2.3.1 Except as expressly set out in this Agreement, You may not attempt, permit or enable others to:
(a) Sell, lease, rent, copy, and/or provide the Service to any third party;
(b) violate any applicable laws or regulations while using the Service or upload, make available and/or share any information which (i) violates the rights of third parties, including but not limited to, any Intellectual Property Rights or the privacy rights of third parties, or (ii) contains any false, fraudulent, illegal, harmful and/or defamatory material;
(c) scan and/or test the vulnerability of the Service or breach, disable, circumvent, remove or damage any authentication or security measures or any other technical restrictions on the Service; or
(d) reverse engineer or otherwise use the Service in any way to develop, test, enhance or calibrate any models, system, or software that are similar to any features of the Service.
2.3.2 You shall:Provide all cooperation necessary for OSR`s delivery of the Service; and
(a) Provide all cooperation necessary for OSR`s delivery of the Service; andensure that You have the rights, hardware, software and network connectivity necessary to access and use the Service.
(b) ensure that You have the rights, hardware, software and network connectivity necessary to access and use the Service.
3.1 The Service offer access to resources such as, but not limited to, information, data, documents, photographs, graphics, artwork, user interfaces, text, audio, video, and features that will enable You to upload, download, share and otherwise utilize Your data (the “OSR Content“).
You have the sole responsibility for the content, accuracy, quality, reliability, and maintenance of the data that You upload and register in the Service (“User Content“). You hereby represent and warrant that Your User Content does not violate this Agreement and that You assume all risks connected to the User Content and any disclosure of the User Content to third parties. You also have the sole responsibility with regard to the accuracy of the reports derived from the Service.
4.1 All prices are set out in the applicable Order Form.
4.2 Before taking the Service into use You must make a pre-payment covering three (3) months of Service. Thereafter you will be invoiced quarterly in advance. Payment shall be made within fifteen (15) calendar days of the invoice date.
4.3 If You fail to make payment by the agreed time, We shall be entitled disable the Service and to claim interest on any overdue amount, pursuant to the Act No. 100 of 17 December 1976 relating to Interest on Overdue Payments, etc. (Late Payment Interest Act).
5.1.1 The term of this Agreement will commence on the Effective Date and last for a minimum of 3 months. Thereafter the Agreement will automatically continue until terminated by a party with 3 months written notice.
5.2.1 Either party may immediately terminate this Agreement if (i) a party commits a material breach and fails to remedy that breach within thirty (30) calendar days of notification, or (ii) a receiver or liquidator is appointed in respect of the whole or any part of a party`s business or if a party ceases to carry on business or any resolution is passed for its winding up (other than a voluntary winding-up for the purposes of reconstruction or amalgamation).
5.2.2 Upon termination for any reason:
(a) All rights granted to You under this Agreement shall cease and You must cease all activities authorized by this Agreement; and
(b) all outstanding invoices shall become immediately payable.
5.3 Temporary Suspension of Service
6.1.1 We will at all times comply with generally recognized standards for information security in those areas where this is relevant due to the nature of the Service.
6.2 Data Processing Agreement
6.2.1 The parties have executed a data processing agreement which regulates the parties’ rights and obligations in relation to the processing of personal data.
7.1 Rights to the Service and content
7.2 You acknowledge that all Intellectual Property Rights in the Service and/or any OSR Content throughout the world belong to the OSR and/or the companies that OSR derives its rights from, that rights in the Service and/or OSR Content are licensed (not sold) to You, and that You have no rights in, or to, the Service and/or OSR Content other than the right to use it in accordance with the terms of this Agreement.
7.3 All rights relating to User Content belongs to You. You hereby grant OSR a non-exclusive, perpetual right to use the User Content, at no cost to OSR, as set out in section 3.
7.4 If you are the owner, or authorized representative of the owner, of a copyright, trademark or other intellectual property rights, You hereby agree to notify OSR without delay of any infringements of Your rights occurring on or through the Service. OSR will, at its sole discretion, delete any OSR Content and/or User Content that infringes or is suspected to infringe any third party rights.
8.1 Each party shall during the term of this Agreement and thereafter, keep all Confidential Information confidential and not disclose it unless otherwise stated in this Agreement.
8.2 These confidentiality restrictions shall not apply to information:
(a) lawfully in the public domain;
(b) lawfully possessed by the recipient before disclosure by the other party;
(c) lawfully disclosed to a party by a third party without obligation of confidentiality;
(d) independently developed by a party without reference to the other party’s Confidential Information; or
if any disclosure is compelled by a court or other competent authority. The compelled party shall give prior written notice at least ten (10) calendar days prior to any disclosure or such shorter period as set in any order of any court or government agency with cognisance of any actual or potential requirement of any court or government agency to disclose any Confidential Information, and shall permit either party to seek a protective order limiting such disclosure.
8.3 Each party may only disclose Confidential Information to those of its employees that are necessary to carry out the purposes of this Agreement. Any employee receiving Confidential Information shall be informed of its confidential nature, his obligations hereunder and shall, if necessary, be bound by a non-disclosure agreement, substantially in the form of this Agreement.
8.4 Each party shall return any and all copies of Confidential Information opportune (in whatever form) to the other party at the conclusion of the permitted purpose, or if sooner, upon request.
9.1 We agree (a) to assume the defense of any actions brought against You for the infringement of any Intellectual Property Rights arising solely from the use of the Service, and (d) to indemnify You against money damages and/or costs including reasonable legal counsel fees awarded in such suits; provided (i) that We are given exclusive control of the defense of such suit and all negotiations relative to the settlement thereof, (ii) that You have made all payments when due, (iii) that You promptly inform Us in writing of any claims with respect to which We may assume responsibility hereunder, and (iv) that You or Authorized User(s) has not committed any act or omission whereby Our Intellectual Property Rights may become prejudiced or void.
9.2 You agree to indemnify, defend and hold OSR harmless from all costs, damages, liabilities and/or expenses arising directly or indirectly from: (i) Your acts and omissions in using the Service and/or OSR Content in breach of this Agreement, and (ii) any claims, actions, suits, proceedings, demands, assessments and judgments related thereto.
9.3 In the event that the Service is held by a court of competent jurisdiction to constitute an infringement, We reserve the right to, at our sole discretion, do one of the following: (i) procure for You the right to continue use of the Service, (ii) provide a modification to the Service so that its use becomes non-infringing, (iii) replace the Service with a service that is similar in functionality and performance or (iv), if none of the foregoing alternatives are considered as commercially reasonable, subject to section 2.3, terminate this Agreement.
9.4 This section 9 states the sole and exclusive remedy for You and any person or entity claiming through You in relation to any claim that the Service infringes the Intellectual Property Rights of a third party.
10. 1 The Service is provided to You “as is”. OSR makes no warranty or representation of any kind as to the validity, accuracy, correctness or suitability of the Service. You acknowledge that the Service has not been developed to meet Your individual requirements and/or needs and that it is, therefore, Your responsibility to ensure that the facilities and functions of the Service meet Your requirements and needs. OSR will include pre-built integrations to third-party system data interface in enterprise resource planning systems. In the event these third-party integrations are built and maintained by a third party, OSR shall not be responsible for any potential errors or downtime related to these integrations.
10.2 We will provide the Service to You in accordance with the service level requirements set out in the OneStop Reporting SLA made available at https://onestopreporting.com/service-level-agreement.
11.1 In no event shall OSR be liable for any indirect or consequential losses, including but not limited to, loss of profits, loss of sales, loss of business, business interruption, loss or corruption of data or information, loss of business opportunity, goodwill and/or reputation or any other damages arising out of or in any way connected with the use and/or inability to use the Service.
11.2 Each party`s total liability under this Agreement shall be limited to an amount equal to ten percent (10%) of the then current monthly revenue under this Agreement, excluding value-added tax, multiplied by twelve (12). For money claims and costs awarded under clause 1, the maximum aggregate liability of OSR shall be limited to an amount equal to ten percent (10%) of the then current monthly revenue under this Agreement, excluding value-added tax, multiplied by twenty-four (24).
11.3 The said limitations shall not apply in the case of gross negligence or willful misconduct on the part of the defaulting party or anyone for whom it is responsible.
12.1 OSR may, at any time:
(a) Revise the terms and conditions set out in this Agreement and/or the Data Processing Agreement.
(b) Upgrade, modify, improve, enhance and/or discontinue features included herein.
12. 2 We will use reasonable efforts to notify You of any discontinuation of features and/or any material changes to the Service, the Agreement and/or the Data Processing Agreement. If You do not agree with changes made to the Service, the Agreement or the Data Processing Agreement, You must discontinue Your use of the Service and terminate this Agreement.
13. 1 We may transfer our rights and obligations under this Agreement to another company. This will not affect Your rights or Our obligations under this Agreement. You may only transfer Your rights and obligations under this Agreement to another person, company or legal entity if We agree in writing.
13.2 You hereby agree to be identified as a customer of OSR and that We may refer to You by name and/or trade name and that We may briefly describe Your business in our marketing materials, on our web site and in public documents. You hereby grant OSR a license to use Your name and any of Your trade names and logos for the purpose set out herein.
13. 3 If We fail to insist that you perform any of Your obligations under this Agreement, or if We do not enforce our rights against You, or if We delay in doing so, this shall not mean that We have waived our rights against You and will not mean that You do not have to comply with those obligations.
13.4 Each of the conditions of this Agreement operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
13.5 This Agreement shall be construed in accordance with and governed by the laws of Norway and the Norwegian courts shall be the exclusive venue for any disputes arising out of this Agreement.
IF YOU HAVE ANY QUESTIONS CONCERNING THIS Agreement AND/OR THE SERVICE, PLEASE CONTACT US AT:
Feel free to submit Your ideas, feedback and suggestions (“Suggestions“) that might help us improve the Service. By sending us Suggestions, you grant us all rights and title in- and to the Suggestions.