These Novorender Terms of Service contain the terms and conditions that govern access to and use of any of Novorender’s services, including but not limited to the Novorender’s software as a service solutions and Novorender’s application programming interfaces (the “Services). By using the Services, you or the entity you represent (the “Customer”), agree to be bound by these Terms of Service (the “Terms“). The Terms, together with any order forms/any other specific subscription terms agreed between the parties relating to use of the Services (“Subscription“), the Service Level Agreement (the “SLA”) and Novorender’s Privacy Policy and Cookie Policy, as applicable, all of which together constitute the full agreement governing the Customer’s use of the Services (all of which are jointly referred to as the “Agreement” herein). In the event of conflict between the Terms and any terms presented by Customer, the Terms shall prevail. Novorender’s Service Level Agreement (SLA) can be found here. The Customer shall read and familiarize itself with Novorender’s Privacy Policy and Cookie Policy.
By using the Services, Customer represents to Novorender that it is lawfully able to enter into the Agreement and agrees to be bound by the terms and conditions of the Agreement, including these Terms. Novorender may modify the Terms at any time by posting a revised version on the Novorender website, or by otherwise notifying the Customer. In the event of changes to the Terms which materially affects Customer, Novorender will provide Customer with 90 days’ advance notice and grant the Customer the right to terminate the Agreement prior to any such changes taking effect. By continuing to use the Services after the effective date of any modifications, Customer agrees to be bound by the modified Terms.
1.1 Conditional upon the compliance with the Agreement, and subject to the terms and conditions set out in the Agreement, Novorender hereby grants to Customer a limited, non-exclusive, payable, non-transferable, non-sublicensable, and revocable right to access and use the Services for the Term for its internal business purposes.
1.2 The Customer’s use of the Services shall be limited to its own use only or for use by such entities as explicitly set out in the Subscription.
1.3 The Customer grants to Novorender, and its agents, suppliers and subcontractors, all rights to use Customer Content (as defined below) and associated metadata as necessary to provide the Services. Customer retains all rights, title and interest in and to Customer Content and any intellectual property rights embodied therein or related thereto.
3.1 Terms and conditions for access to support and maintenance services are governed by the SLA referenced herein.
4.1 The Customer remains solely responsible for, and assumes all liability arising out of, any content provided by or for Customer for use in association with the Services (“Customer Content“). This also includes, but is not limited to, a responsibility to ensure compliance with all applicable law and legislation, as well as third party rights, in relation to use of the Customer Content in the Services. In the event that an infringement or breach is reported to Novorender, the Customer shall, upon Novorender’s request, be responsible for taking all immediate steps and actions required to remedy the situation, and Novorender shall be free to, under its sole discretion, suspend or remove access to or delete or remove such Customer Content.
5.1 The Customer is solely responsible for maintaining the confidentiality of its account credentials, and Customer agrees not to share them with any third party. Customer is responsible for all activities that occur under its, and its end-users, accounts.
5.2 The Customer agrees to notify Novorender immediately of any unauthorized use of its account or any other breach as specified in sections 2 and 4 of these Terms.
6.1 Novorender may modify, suspend, disable, or terminate the Services or access to Customer Content, or any parts thereof, at any time and for any reason without notice if, subject to Novorender’s reasonable judgement, necessary to remedy any breach of the Agreement or for security or technical reasons, e.g. (but not limited to) events of unauthorized third party access, security attacks and breaches, distributed denial-of-service attacks or other events that may possibly harm Novorender, the Services, the Customer or other of Novorender’s customers.
7.1 The use of the Services are subject to payment of any applicable fees as specified by Novorender or agreed between the parties. Customer agrees to pay all applicable fees and charges promptly and in accordance with the payment terms set forth by Novorender or agreed by the Parties in the Subscription.
7.2 In the event of non-payment of any due and undisputed fees, Novorender reserves the right to suspend the Services up until full payment has been made. If the Customer fails to make payment by the agreed time, Novorender shall be entitled to claim interest on any overdue amount,
7.3 Unless otherwise agreed in the Subscription, Novorender shall be entitled to adjust any subscription fees each calendar year. The increase shall be applied on a cumulative, year-over-year basis beginning twelve (12) months after the effective date of the Agreement.
7.4 All fees are non-refundable, except as expressly stated in the Subscription or as required by applicable law, or by the unlikely event that Customer terminates these Terms for Novorender’s material breach.
8.1 Unless otherwise stipulated in the Subscription, the Agreement shall take effect for an initial period of one (1) year from the Customer being granted access to the Services.
8.2 Notwithstanding the above, each party may terminate the Agreement with immediate effect upon material breach of the Agreement by the other party and such breach continues unremedied for 14 days after receipt of notice of the breach.
8.3 Each party may also terminate the Agreement Party if the other Party commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor’s relief law which are not dismissed within 60 days, or; the other Party ceases to do business or otherwise terminates its business operations.
8.4 Upon expiration or termination of the Agreement for any reason, (i) all Customer rights to access or use the Services and any other Novorender intellectual property rights shall terminate and Novorender shall cease providing the same, (ii) the Customer shall pay to Novorender all fees or charges accrued but unpaid, (iii) all liabilities accrued before the date of expiration or termination shall survive, and (iv) as directed by Novorender, Customer shall return or destroy, and certify in writing to Novorender such destruction of, all copies of Novorender confidential information.
9.1 The Services are leased to Customer, not sold. Novorender retains all ownership, rights, title, and interest in, to or related to the Services (including any customizations, improvements, modifications or adaptations), including all intellectual property rights. These Terms do not grant Customer any ownership, license or rights to use Novorender’s intellectual property rights, except as explicitly granted under the Agreement.
9.2 The Customer retains the intellectual property rights, if any, to any Customer Content.
9.3 Customer shall not, nor attempt to, modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or any software or component of the Services, or create derivative works based upon the Services.
9.4 Customer shall not modify, remove, disassemble, or otherwise attempt to alter the any of Novorender’s proprietary markings within the Services, including but not limited to the watermark inside the 3D engine.
9.5 If Customer provides to Novorender suggestions, enhancement requests, recommendations, statistics or other comments or information regarding experience with the Services (“Feedback”), Customer agrees that Novorender may use all Feedback provided in any manner and without limitation, attribution or any compensation due in any form.
10.1 The Customer retains any and all rights, title and ownership to Customer Content generated by the Customer through use of the Services.
10.2 Within 30 days following termination or expiry of these Terms, the Customer may export its Customer Content from the Service. Novorender shall reasonably assist the Customer with such export. Following this period, Novorender may delete Customer Content, without liability to the Customer. If Customer elects to proactively delete its account at any time, all associated Customer Content will be deleted permanently and cannot be retrieved.
10.3 Notwithstanding the foregoing, Customer hereby grants Novorender an unlimited, perpetual and irrevocable license to use Customer Content to improve its Services, but only to the extent such Customer Content is anonymized and aggregated to the extent that Customer or its business cannot be identified.
11.1 Novorender will collect and process personal data in accordance with its Privacy and Cookie Policies.
11.2 The roles and responsibilities of the parties with respect to processing of personal data is otherwise governed exclusively under the terms of a separate Data Processing Agreement entered into with the Customer upon commencement of the Services.
12.1 Except as explicitly stated in the Agreement, all confidential information exchanged or otherwise transferred between Novorender and the Customer shall be treated as confidential (“Confidential Information“).
12.2 Confidential Information shall mean any information designated as such, or that the receiving party reasonably ought to understand should be confidential considering the nature of the information and the circumstances surrounding the disclosure thereof.
12.3 Confidential Information shall not be disclosed by the receiving party to any third party, or used by the receiving Party for any other purpose than for which it is disclosed or as otherwise agreed in the Agreement, without the written consent of the disclosing party, unless such Confidential Information: (i) is already known by rightful means to the receiving Party at the time the information was received; (ii) is or becomes part of the public domain other than through a fault of the receiving Party; (iii) is received from a third party without an obligation of confidentiality of which the receiving Party was or should have been aware; or (iv) is required to be disclosed by Applicable Laws, governmental, or other public authority regulation or decision, or ordered by a court of law. Where the circumstances set out in (iv) above apply, the receiving party shall disclose only that portion of the Confidential Information which it is legally required to disclose. The receiving party shall exercise its best efforts to obtain reasonable assurances that confidential treatment shall be accorded such Confidential Information.
12.4 Without prejudice to the foregoing, (i) the receiving Party may disclose Confidential Information to a third party, to the extent necessary for the performance of the Services, provided that the receiving party shall procure that such third party shall be bound by confidentiality obligations at least as strict as set out herein, and (ii) Novorender shall be entitled to name the Customer as a user of the Services for reference purposes in its marketing efforts, and may strictly for the purpose thereof reproduce the Customer’s trademarks and logos, subject to any of Customer’s reasonable instructions for use of such material.
12.5 This obligation to observe confidentiality shall continue for three (3) years after the expiry or termination of the Agreement.
13.1 The Services are provided on an “as is” and “as available” basis, with the features described on Novorender’s website at any time, without any warranties or conditions, express or implied. Novorender disclaims all warranties of any kind, including but not limited to the warranties of merchantability, fitness for a particular purpose, and non- infringement. Further to the above, Novorender does not warrant that the Service will meet Customer’s requirements, be error-free, or operate without interruption.
13.2 The Customer accepts and acknowledge that Novorender does not control transfer of data over communication facilities and that the Services may be subject to limitations, delays and other problems inherent to the use of such communication facilities. Further, in the event of unforeseen storage and access volumes and other extraordinary circumstances, the Services could be temporarily inaccessible or interrupted. For more information, please see our SLA.
13.3 As the sole remedy in the event of a defect, error or non-availability of the Services, Novorender will – upon having received a notification of non-conformity from the Customer – use reasonable efforts to remedy the defect(s) to ensure the uninterrupted operations of the Services as set out in the SLA. Customer waives, to the extent allowed by applicable law, all other claims for remedies other than those granted to Customer under the SLA. Procedures for service inquires, response times etc. is governed under the SLA.
13.4 The Customer shall defend, indemnify and hold Novorender and its representatives harmless from any damages, third party claims or liability resulting from use of the Customer Content and Customer’s use of the Services in violation of the Agreement.
13.5 Novorender shall defend, indemnify and hold Customer and its representatives harmless for any damages, liability or third-party claims arising out of Novorender’s infringement of third party intellectual property rights.
14.1 To the maximum extent permitted by applicable law, Novorender and its affiliates, officers, directors, employees, agents, and suppliers shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, arising out of or in connection with the provision of the Services. Novorender’s maximum liability for direct damages arising out of or in connection with the Agreement, shall be limited to an amount equal to any fees paid by Customer in the twelve (12) months prior to the occurrence of the incident giving rise to liability.
14.2 The limitations set out herein shall not apply to the extent that a loss or damages is caused by Novorender’s gross negligence or wilful misconduct.
14.3 Novorender shall not be liable for any delay or failure to perform any obligation under the Agreement where the delay or failure results from any cause beyond Novorender’s reasonable control, including labour disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, pandemics, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
15.1 The failure of Novorender to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision.
15.2 Novorender may assign the Agreement, or any parts thereof, without the Customer’s consent in connection with a merger, acquisition or sale of all or substantially all of its assets, or to any affiliate or as part of a corporate reorganization. The Customer may not assign this Agreement, in whole or in part, without Novorender’s prior written consent, which shall not be unreasonably withheld.
These Terms are governed by the substantive laws of Norway and any and all disputes related to Agreement are subject to the exclusive jurisdiction of Sør-Rogaland tingrett.
