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. GRANT OF LICENSE
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 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.
2. RESTRICTIONS ON USE OF THE SERVICES
2.1 The Customer may only sublicense, sell, redistribute, rent, lease, lend or otherwise transfer
its rights to use the Services to any third party to the extent this is agreed in the Subscription.
The Customer shall be responsible for any use of the Services under such
sublicenses/resale, and that any use shall be in adherence with the terms of the Agreement.
The Customer, including its authorized end-users, shall not use the Services in any manner
that violates any applicable laws, regulations, or third-party rights. The Customer shall not
use the Services to engage, or enable others to engage, in any kind of unlawful or unethical
activity, including but not limited to, or attempting to, violate or circumvent the security of2
any computer network, passwords, software, encryption measures or other protection
measures. All use of the Services by Customer shall always be in accordance with any at
all times current service manuals and API documentation as available on Novorender’s
website.
Novorender reserves the right to, in its full discretion, to suspend or otherwise disable the
Services or the Customer’s access to the Services in the event of a breach of the foregoing.
2.2 All use of the Services is otherwise subject to any acceptable use policies or similar that
may be implemented or amended from time to time by Novorender, and further subject to
any applicable technical restrictions or similar. Novorender reserves the right to refuse use
of the Services for any purposes that Novorender, under its absolute discretion, deems as
unlawful or unethical.
3. SUPPORT
Terms and conditions for access to support and maintenance services are governed by the
SLA referenced herein.
4. CUSTOMER CONTENT
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. CUSTOMER OBLIGATIONS
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. SUSPENSION OF SERVICES
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. PAYMENT AND FEES
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 and3
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, pursuant to the Act No. 100 of 17 December 1976 relating to Interest on Overdue
Payments, etc. (Late Payment Interest Act).
7.3 Unless otherwise agreed in the Subscription:
Novorender shall be entitled to adjust any subscription fees each calendar year. In case of
an increase in the fees, such increase shall not exceed the increase in the Consumer Price
Index from January of the previous year to January of the present year in which an increase
takes place. 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. TERM AND TERMINATION
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. The
Agreement will automatically renew for subsequent one-year periods starting from the
beginning of each calendar year after the initial term, unless the Customer provides written
notice of termination at least 90 days prior to the renewal date.
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. INTELLECTUAL PROPERTY RIGHTS
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.4
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. DATA OWNERSHIP AND EXPORT
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. DATA PRIVACY
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. CONFIDENTIALITY
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,5
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 ten (10) years after the expiry or
termination of the Agreement.
13. WARRANTIES
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.6
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. LIMITATION OF LIABILITY
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. GENERAL
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.
15.3 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.
