1.          INTRODUCTION

1.1                    Preamble

The Master Services Agreement (the "MSA"), is entered into on the date agreed upon in the Subscription (the "Effective Date) by and between the parties, hereinafter jointly referred to as "Parties" and individually as a "Party".

1.2                   Structure, List and Precedence

The MSA comprises:

-          The general terms and conditions set out in this document (the "General Terms and Conditions");

-          The Schedules attached to these General Terms and Conditions

as further listed below:
______________________________________________________________________________________
General Terms and conditions

Main document with terms and conditions,
____________________________________________________________________________________________________________________

Schedule 1

Subscription schedule ("Subscription")
____________________________________________________________________________________________________________________

Schedule 2

Data Processing Agreement ("DPA")
____________________________________________________________________________________________________________________

In the event of any ambiguity or inconsistency within this MSA, the inconsistency shall be resolved by using the following order of precedence:

a)       Schedule 2 (Subscription);

b)      The General Terms and Conditions; and

c)       Schedule 3 (Data Processing Agreement)

2.           PRODUCT, SERVICE AND CONTENT

2.1                    Overview

In accordance with these General Terms and Conditions, and the applicable MSA Schedules, Horus will provide to the Customer access and a license to the product set out in the Subscription ("Product").  

Any accessed or retrieved information from the Product will in the further constitute "Content".

3.           GRANT AND USE OF THE PRODUCT

3.1                    License grant to Horus' Service

Subject to, and on condition that, the Customer complies with the MSA, Horus hereby grants the Customer a non-exclusive, payable, non-sublicensable, non-transferrable right to use the Product as provided by Horus in the manner permitted by the MSA. The Company shall only allow individuals who are employed or retained by the Customer (each an "End User") to use the Product and any Content in accordance with this MSA.

The Customer is responsible for the End Users being compliant with the Customer's obligations set out in General Terms and Conditions and for ensuring that the General Terms and Conditions are known to the End User.

3.2                   Restrictions

The Customer's use of the Product shall be restricted to:

(i)                 the Customer's normal internal business activities; and

(ii)                the Customer's own use only (which for the sake of clarity shall not include access or use by any other than the legal entity and End User(s) identified as the Customer).

The Customer shall not, directly or indirectly, sublicense or transfer the rights granted to it under the MSA.

Except as explicitly stated in this MSA, this MSA shall not grant the Customer any right or license to the Product, or any other IPR or property of Horus, and no license or other rights shall be created by implication or estoppel. In particular, but without limiting the generality of the foregoing, no right or license in or access to source code to the Product, is granted hereunder.

The Customer shall not itself and shall not permit any others to:

a)      modify, alter, adapt, translate, reverse-engineer, decompile, disassemble or attempt to discover the source code, underlying ideas, algorithms, file formats or programming interfaces of the Product; or

b)      reproduce or prepare any derivative works of the Product, or distribute, sell, or resell the Product in any manner or for any purpose;

c)      use the Product to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, trojan horse, worm, keystroke logger, rootkit or any other malicious computer software.

The Customer shall not, directly or indirectly, use such information disclosed by Horus, or gained by the Customer from the Product to design, specify, develop, integrate, market, license, distribute, or host any other technology that are competitive with the Product, or disclose any such information to any third party.

3.3                   Open source software

The Product or parts of the Product may be based upon open source code or source code licensed from Horus' third party licensors and subcontractors. Horus shall not be liable towards the Customer for any such source code.

3.4                   Acceptable Use

The Customer shall be responsible for its conduct, Customer Data, and communications with others while using the Product. The Customer shall comply with the following requirements when using the Product:

a)      The Customer shall use the Product in compliance with, and only as permitted by, applicable laws, regulations, requirements or orders applicable to Horus or the Customer, which are issued by any governmental body with legal authority to exercise legislative, judicial, regulatory or administrative functions ("Applicable Laws").

b)      The Customer shall not misuse the Product by interfering with its normal use or attempt to access it using a method other than through the interfaces and instructions that are provided to the Customer.

c)      The Customer shall not circumvent or attempt to circumvent any limitations that Horus imposes on the Customer's account.

d)     Unless authorized by Horus in writing, the Customer shall not test the vulnerability of the Product.

e)      The Customer shall not engage in abusive or excessive usage of the Product, which shall include usage in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability or functionality of the Product for other users. Horus shall endeavour to notify the Customer of any abusive or excessive usage to provide the Customer with an opportunity to reduce such usage to a level acceptable to Horus.

f)       If a cloud service provider is a subcontractor of Horus, e.g. with regards to a cloud platform on which the Product runs, use of the Product shall be subject to the cloud service provider's most current acceptable use policy.

4.           Customer's Horus account(s)

End User accounts ("Accounts") are needed in order to use the Product. To protect Customer's Horus Accounts, passwords and other login details shall be kept confidential. Horus will not be liable to the Customer in respect of a loss arising from Customer's failure to keep these details confidential. The Customer is responsible for the activity on or through a Horus Account.

Each Account shall be personal to the registered End User and cannot be shared with other individuals. This license only allows for the number of Accounts agreed upon in the Subscription.

5.           FEES AND PAYMENT

5.1                    Prices and Payment terms

The Customer shall pay the subscription fee ("Subscription Fee") as set out in the Subscription. Horus may change the payment method ("Payment Method") agreed upon in the Subscription at any time, provided that Horus provides notice of such change of Payment Method at least thirty (30) days prior to the next date of payment.

Fees paid by the Customer are non-refundable, except in case the Customer terminates this MSA for breach in accordance with Section 10, in which case Horus shall refund fees paid in advance, pro-rated with reference to the effective date of the termination.

The Subscription Fee will be fixed and firm for the duration of the Initial Term (as such term is defined in section 10.1). Horus may increase the Subscription Fees, or change the fee structure or calculation basis, with effect of any Renewal Term, provided that Horus provides notice of such price increase at least thirty (30) days prior to the new Renewal Term. If the price adjustment is not accepted by the Customer, the Customer may within reasonable time give Horus a written notice that it does not wish another Renewal Term.

5.2                   Taxes

The fees are exclusive of any and all taxes. Save for Norwegian corporate income tax, Customer shall cover and pay any applicable taxes and/or duties (including withholding taxes, value added tax (VAT), or other taxes) imposed on the fee / Horus. Customer shall provide written evidence of any withholding tax paid by Customer, or any tax exemption on which Customer wishes to rely on. If Customer is obligated to withhold or deduct any portion of the fees, the fee shall be adjusted upwards to ensure that the net amount (after deduction of tax and duties) received by Horus is equal to the fee as if no such taxes or duties applied.

5.3                   Late payment interest

If the Customer fails to make payment of any amount within the stipulated time, Horus may, without prejudice to any other remedies available to Horus under the MSA or Applicable Laws, (i) claim interest on the amount which has fallen due for payment, in accordance with Act no. 100 of 17 December 1976 concerning interest on late payments (the Norwegian Interest Act) in respect of such unpaid amount and (ii) suspend performance of its obligations under this MSA for as long as the amount remains outstanding. Horus shall not exercise its right under this Section 5.3 if the Customer is disputing the applicable payment obligation reasonably and in good faith and is cooperating diligently to resolve the dispute.

5.4                   Payment default

If overdue fees, with the addition of late payment interest, has not been paid within thirty (30) calendar days of the due date, Horus may send the Customer a written notice stating that the MSA, including this MSA, shall be terminated as a result of the Customer's breach, unless settlement has taken place within ten (10) calendar days of receipt of the notice.

Termination for breach shall not take place if the Customer settles the overdue fee, with the addition of late payment interest, prior to the expiry of the deadline.

6.           CHANGES AND UPDATES

1.1                    Changes to the MSA

Horus may upon notice, such as e-mail or by other means by which the recipient obtains such notice, change these General Terms and Conditions. The changes will become effective upon such notice, except if otherwise specified. If the Customer does not wish to accept the changed General Terms and Conditions, then the Customer and End Users covered by the MSA may no longer access or use the Product or Content.

1.2                   Changes to the Product

Horus will make commercially reasonable changes to the Product. Such changes shall not negatively or adversely materially affect the usage of the Product.

Horus shall be entitled to make changes to the beta version of the Product at any time.

7.           IPR, IMPROVEMENTS, AND CUSTOMER DATA

7.1                    Definition

"IPR" means intellectual property rights of any kind existing now or in the future anywhere in the world, whether registered or not, and all applications, renewals, extensions of, and rights to apply for the same, including without limitation, patents, trademarks, design rights, copyright, publishing rights, moral rights, database rights, service marks, logos, business names, domain names, trade names, and other rights in goodwill, know-how, trade secrets, and other protected material, each in any form or format, including without limitation any and all intellectual property rights in and to any inventions, new technology, reports, data, data structures, databases, calculations, documents, drawings, sketches, specifications, equipment, algorithms, heuristics, computer programs, and source codes for software, and including without limitation the right to sue for passing off or unfair competition, rights to use, and to protect the confidentiality of, Confidential Information, and all other intellectual property rights, and rights to claim priority from such rights, and all similar or equivalent rights or forms of protection.

"Background IPR" means any IPR conceived, designed, created, developed, reduced to practice, or otherwise acquired or controlled by Horus or the Customer prior to, or otherwise outside of and unrelated to the scope of this MSA.

7.2                   Background IPR

Each Party is and shall remain the sole and exclusive owner of all right, title, and interest in and to its own Background IPR and this MSA does not affect such ownership. No rights to the other Party's Background IPR are acquired under this MSA. For the avoidance of doubt and without limiting the generality of the foregoing, the Product and Improvements shall be considered Horus Background IPR.

7.3                   Improvements

Horus shall be, and shall remain, the sole and exclusive owner of all improvements of the Product and any and all IPR related thereto ("Improvements"). Horus shall have the right to use and commercialize any Improvements at its discretion without any restrictions whatsoever.

7.4                   Ownership of the Product

Each of Horus and its third party licensors (which for the avoidance of doubt exclude the Customer) is and shall remain the sole and exclusive owner of all right, title, and interest in and to the Product.

7.5                   Retained ownership to Customer Data

The Customer shall retain ownership to data Horus receives from the Customer, or from a third party on behalf of the Customer, including personal data ("Customer Data").

Horus shall not use Customer Data for any purpose other than for the delivery of the Product or as otherwise explicitly permitted herein, and Horus shall, upon the expiration or termination of the MSA and upon the Customer’s request, delete or destroy all copies of Customer Data stored on any computer or other device or which are otherwise in Horus' possession or control, except 1) to the extent Horus is required to retain such Customer Data by Applicable Laws, or 2) Horus, in accordance with the terms of this MSA, is entitled to retain such Customer Data.

To the extent that it is required for the provision of services to the Customer, Horus shall be entitled to transfer relevant Customer Data to parent companies and subsidiaries.

7.6                   Handling Customer Data

Horus shall maintain administrative, physical, and technical safety measures for protection of the security and confidentiality of Customer Data, including measures to prevent access, use, modification, or disclosure of Customer Data, except as expressly permitted by the Customer in accordance with this MSA and with Applicable Laws.

Horus shall without undue delay inform the Customer of any known security breach or unauthorized disclosure of Customer Data, personal data, or Confidential Information (“Security Event”). If there is a Security Event, Horus shall (i) take reasonable steps to mitigate any potential damages; and (ii) without undue delay respond to security-related inquiries from the Customer and take reasonable steps to identify, investigate, and resolve applicable security issues on a timely manner.

7.7                   Limited license to use Customer Data

In order for Horus to continue the development of the Product and other software technologies, including artificial intelligence solutions, the Customer hereby grants to Horus a fully paid, royalty free, sublicensable license to anonymise Customer Data and use fully anonymised Customer Data. Horus shall only use such Customer Data for the purpose set out in this Section 7.7.

7.8                   Infringements

Horus shall, notwithstanding any provision of this MSA to the contrary, indemnify the Customer against any claim from any third party that the normal use of the Product infringes such third party's IPR, provided that Horus is given immediate and complete control of such claim, that the Customer does not prejudice Horus' defence of such claim, that the Customer gives Horus all reasonable assistance in connection with such claim, and that the claim does not arise as a result of the use of the Product otherwise than in accordance with the terms of this MSA. Horus shall have the right to replace or change all or any part of the Product in order to avoid any infringement. The foregoing states the entire liability of Horus to the Customer of the infringement of IPR of any third party. This Section 7.8 regarding infringement applies correspondingly should any delivery of the Customer, for instance Customer Data, infringe any third party's IPR.

See section 9.4 for indemnification conduct.

8.           CONFIDENTIALITY

The specific terms of the MSA and any information disclosed by either Party to the other Party, directly or indirectly, in writing or in any other manner, relating to each Party's business, including IPR, the End Users, Products, Content or any documents relevant to the MSA shall be considered as confidential information ("Confidential Information").

All Confidential Information exchanged or otherwise transferred between Horus and the Customer shall be treated as confidential and 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, without the written consent of the disclosing Party, unless such Confidential Information:

(a)       is already known by rightful means to the receiving Party at the time the information was received;

(b)      is or becomes part of the public domain other than through a fault of the receiving Party;

(c)       is received from a third party without an obligation of confidentiality of which the receiving Party was or should have been aware;

(d)      is required by Applicable Laws, governmental, or other public authority regulation or decision, or ordered by a court of law.

Where the circumstances set out in Section 8 (d) 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.

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 Product, provided that the receiving Party shall procure that such third party shall be bound by such confidentiality obligations at least as onerous as set out in this Section 8, and (ii) Horus shall be entitled to name the Customer as a user of the Horus Product for reference purposes in its marketing efforts, and may strictly for the purpose thereof reproduce the Customer's tradenames and logos.

The receiving Party shall ensure that Confidential Information shall be handled securely and shall be stored in locked files. Electronically stored information shall be inaccessible to unauthorized personnel.

This obligation to observe confidentiality shall continue for the Customer until the expiry or termination of the MSA, and for Horus for ten (10) years after the expiry or termination of the MSA.

9.           WARRANTIES, DISLCAIMERS, AND LIMITATIONS

OF LIABILITY

9.1                    Warranties

The Product and any documentation or other services provided by Horus relevant to the Product are provided "as is". To the extent permitted by Applicable Laws, Horus and its suppliers disclaim all warranties, either expressed or implied, statutory or otherwise, including without limitation warranties of functionality, fitness for a particular purpose or non-infringement, or any warranty regarding the availability, reliability, timeliness, functionality, speed of delivery or accuracy of the Product.

Horus does not warrant that the Content will be error-free, that the use of the Product will be uninterrupted or error-free, or that the Product do not contain any viruses.

None of the information provided via the Product, including but not limited to the Content, constitutes solicitation, opinion or recommendation by Horus nor advice.

9.2                   Limitation Of Damages

In no event shall the Parties be liable towards the other Party under or in connection with this MSA or the subject matter contemplated hereunder, including, without limitation, the Product, whether in tort, contract, or otherwise for:

a)      special, indirect, consequential, exemplary, incidental, or punitive damages or losses; or

b)      loss of production, lost earnings or revenues of any kind, loss of anticipated cost savings, loss or corruption of Customer Data and consequences hereof, loss related to third party claims, or loss of profit or anticipated profit, in each case whether indirect or not.

Without prejudice, the loss or corruption of any Customer Data and the consequences thereof shall be considered as an indirect loss.

The aggregate liability of each Party for loss arising out of or in connection with the Product, and this MSA, shall not exceed 50 % of the agreed annual contract value to be paid by the Customer for the year in which the incident giving rise to the liability occurred, less value added tax. For the avoidance of doubt this limitation of liability shall be cumulative and not per incident.

The limitations set out in this Section 9.2 shall not apply in the case of gross negligence or willful misconduct by the Customer.

9.3                   Indemnification

Horus shall defend, indemnify and hold Customer and its subsidiaries and affiliates harmless from and against any claim related to this MSA, howsoever arising, concerning:

(i)     personal injury to or loss of life of any personnel of Horus or any of its subsidiaries or affiliates; and/or

(ii)    loss of or damage to any property of Horus or any of its subsidiaries or affiliates.

This applies regardless of any form of liability, whether strict or by negligence, in whatever form, on the part of Customer or any of its subsidiaries and affiliates.

Customer shall defend, indemnify and hold Horus and its subsidiaries and affiliates harmless from and against any claim related to this MSA, however arising, concerning:

(a) personal injury to or loss of life of any personnel of Customer or any of its subsidiaries or affiliates, and/or

(b) loss of or damage to any property of Customer or any of its subsidiaries or affiliates.

This applies regardless of any form of liability whether strict or by negligence, in whatever form, on the part of Horus or any of its subcontractors, subsidiaries or affiliates.

9.4                   Indemnification conduct

A Party shall promptly notify the other Party if it receives a claim that the other Party shall be obliged to indemnify. Whenever possible, the indemnifying Party shall take over the defense of the claim. The Parties shall promptly give each other information and other assistance needed for handling the claim. The indemnified Party shall not compromise or settle or otherwise dispose of a claim, in whole or in part, without the written consent of by the other Party.

10.           TERM AND TERMINATION

10.1                    Term

The MSA shall commence on the specified date stipulated in the Subscription ("Effective Date") and continue for such period as is specified in the Order form (the "Initial Term"). Thereafter the MSA shall continue for successive periods as stipulated in the Subscription (each an "Additional Term").

The Customer may end the MSA by providing a termination notice ("Termination Notice") at least thirty (30) days before the renewal of an Additional Term, unless otherwise agreed in the Subscription.

10.2                   Termination for breach

A Party is entitled to terminate the MSA, by written notice to the other Party, if the other Party is in material breach of the MSA and fails to remedy the breach within thirty (30) days following written notice of breach from the other Party.

If the material breach from the Customer is not possible to remedy, Horus may terminate the MSA and any license grant set out in Section 3 with immediate effect.

For the avoidance of doubt, any termination of the license grant(s) as set out in this MSA, is without liability to Horus, and such termination does not release the Customer from any payment obligation, nor does it entitle the Customer to any refund.

10.3                   Termination for insolvency

A Party is entitled to terminate the MSA by written notice to the other Party if:

(a)       an order is made or a resolution is passed for the winding up or insolvency of the other Party, or the other Party makes an assignment for benefit of creditors generally, or a receiver or administrator is appointed to its assets or any similar process is put into effect or the other Party suspends payment of its debts or is unable to pay its debts as they become due; or

(b)       the other Party files for bankruptcy, becomes insolvent, or makes a general compromise or arrangement with its creditors.

10.4                   Effect of termination on licenses

If the MSA terminates or expires, for whichever reason, any license grants from Horus to the Customer terminate simultaneously.

11.           COMPLIANCE WITH APPLICABLE LAWS

11.1                    General

The Customer shall comply with any Applicable Laws of any authority having jurisdiction in general and in connection with this MSA.

11.2                   Health, safety and environment, and anti-bribery

The Customer shall (i) give priority to safety in order to protect life, health, the environment, and property; and (ii) ensure that tax deductions and other payments are made in accordance with Applicable Laws.

Without limiting the generality of this Section 11 and in recognition of the Applicable Laws relating to anti-bribery and corruption of any country in which Horus delivers the Product, the Customer shall not for itself or anyone else, directly or indirectly:

(a)       give or offer any improper advantage to anyone as a consequence of their holding or in connection with the performance of a post, office, or commission;

(b)      request, receive, or accept an offer for an improper advantage in connection with the performance of a post, office, or commission;

(c)       give or offer any improper advantage with the purpose of influencing the performance of a post, office, or commission; or

(d)      request, receive, or accept an offer for an improper advantage with the purpose of influencing the performance of a post, office, or commission.

12.           GOVERNING LAW AND DISPUTES

1.1                    Governing law

The MSA shall be exclusively governed by and construed in accordance with the laws of Norway.

1.2                   Dispute resolution

If a dispute is not resolved through negotiations, each party may require such dispute to be resolved with final effect before the Norwegian courts of law.

The venue shall be the legal venue of Horus.

13.           PERSONAL DATA     

For information on how Horus handles the Costumer's personal data when acting as a data processor, please see the Data Processing Agreement set out in Schedule 2 available at www.horus.no/dpa.

14.           MISCELLANEOUS

1.1                    Assignment prohibition

The Customer shall not assign its rights under this MSA or subcontract any obligations, unless agreed between the Parties.

1.2                   Transaction Events

In case of a change of control (acquisition, merger or other form of corporate transaction leading to a change of control) or merger or other consolidation involving Customer or Customer's affiliates, each a "Transaction Event" and this Transaction Event may result in a material increase of the use of the Product, then (a) Customer shall give written notice to Horus within thirty (30) days after Transaction Event; and (b) Horus may immediately terminate this MSA any time between the Transaction Event and thirty (30) days after it receives that written notice.  

1.3                   Updates to the MSA

Horus shall be entitled to update this MSA to reflect changes in Applicable Laws as determined in Horus' discretion.

1.4                   Subcontracting

Horus shall be entitled to subcontract any of its obligations under this MSA but shall remain liable for all subcontracted obligations and its subcontractors’ acts or omissions as for its own, however, and to the extent the services contain third party public cloud services, additions, reductions, changes and termination of the public cloud services shall be handled according to the terms and conditions of the third-party public cloud provider.

1.5                   Force majeure

If an extraordinary situation should arise which is outside the control of the Parties, and which makes it impossible for a Party to fulfil its obligations under this MSA, the Party being limited from fulfilling its obligations shall notify the other Party of this as soon as reasonably practicable. Such an extraordinary situation shall include war, strike, lockout, riot, epidemic, pandemic, and natural catastrophes such as flood, earthquake, hurricane, volcanic eruption, and sandstorm (force majeure). The obligations of the affected Party shall be suspended for as long as the force majeure prevails.

Each Party shall keep the other fully informed of the actual and any expected effects of any force majeure, of the steps the affected Party is taking to mitigate the effects of the force majeure, and the expected duration of the force majeure event.

Where a force majeure has occurred, the other Party may only terminate this MSA (i) with the consent of the affected Party, or (ii) if the force majeure lasts or is expected to last for more than ninety (90) calendar days from the date on which the situation arose, and in such case only with fifteen (15) calendar days’ notice. Each of the Parties shall cover their own costs associated with ending this MSA. Neither Party shall be entitled to bring a claim against the other as a consequence of the termination of this MSA in accordance with this provision.

1.6                   Entire agreement

The MSA and any additional terms agreed in writing between Horus and the Customer and specifically described as additional terms to the MSA constitute the entire agreement between Horus and the Customer on the subject matter hereof, and this MSA supersedes any other prior or contemporaneous agreements, terms and conditions, written or oral concerning its subject matter. Any terms and conditions appearing on a purchase order or similar document issued by the Customer shall not override or form a part of this MSA and shall be void.