1 GENERAL DEFINITIONS

Below are some key terms used in these Terms of Use:

"Software": Refers to the Software "Ralokan Analytics", “Ralokan Analytics Premium”, “myRalokan” and its related mobile App. 

"Licensed Software": Denotes the provision of the Software as a SaaS Solution, comprising specific program modules and user licenses as detailed in the Offer. 

"Offer": A summary of Ralokan's services tailored to your requests and requirements. Please note that the Offer's validity is limited to the specified "closing date" and refers to the legal documents available at "www.ralokan.com/legal"

"Order": Your agreement to the Offer, either by returning a signed copy, placing an order on your letterhead, or accepting the Offer in writing or text form. 

"Agreement": By accepting/signing the Offer, you explicitly agree to these Terms of Use, which are available for viewing and download in their current version at "www.ralokan.com/legal" This user agreement becomes effective upon acceptance. 

"User": For these Terms of Use, a user is an individual employee of the Customer. This includes employees working for the Customer, regardless of their employment relationship (internal and external)

2 SUBJECT OF THE AGREEMENT / SERVICE OBLIGATIONS OF RALOKAN

2.1     Scope of the Agreement / Licensed Software

The Agreement covers the services, licenses, and program modules specifically listed in the Service summary of the Offer provided by Ralokan. The contractual Software, comprising the program modules and user licenses mentioned in the Offer, is hereinafter referred to as the "Licensed Software." Please note that the source code of the Licensed Software is not part of this Agreement.

2.2     Access to Licensed Software

Ralokan will grant the Customer access to the Licensed Software via the internet, allowing you and your authorized users to use its functionalities in accordance with this Agreement. The Licensed Software is hosted on central servers of Ralokan's hosting partner.

2.3     User Documentation

Within the Licensed Software, Ralokan will provide user documentation in both Norwegian and English languages. This documentation contains detailed instructions and guidelines on using the Licensed Software effectively.

2.4     Delivery and Transfer Location

The agreed delivery and transfer location for Ralokan's contractual services is the router output of the datacenter. However, please note that this Agreement does not cover the Customer's internet connection, network maintenance, or the procurement and provision of required hardware and software, as these responsibilities lie with the Customer.

2.5     Availability and Maintenance

The Licensed Software will be available 24/7, with Ralokan aiming for an average availability of 98% during the main processing time, which is from Monday to Friday, 8:00 a.m. to 6:00 p.m. Central European Time (CET) and Central European Summer Time (CEST) if applicable.

While access outside of these hours is possible, there may be occasional interruptions and restrictions. Ralokan reserves the right to perform maintenance, service, and backups on the Licensed Software and/or hardware systems outside of the main processing time, unless an urgent intervention is required.

Ralokan will promptly notify you if the Licensed Software becomes temporarily unavailable due to maintenance during the main processing time. However, Ralokan cannot be held responsible for internet/network-related downtime caused by factors beyond its control, such as force majeure or third-party faults.

2.6     Data Security

Ralokan implements security programs, including virus scanners and firewalls, to prevent unauthorized access to your data and transmission of harmful data (e.g., viruses) to the best of its ability within reasonable economic and technical limits. However, you acknowledge that complete protection against damaging data and unauthorized access is not entirely possible.

In the event of a hazard that cannot be resolved economically and technically, Ralokan may, after informing you, delete damaged data that poses a risk. Ralokan will notify you of such actions, and you are solely responsible for complying with commercial and tax-related retention periods.

2.7     Server Backup and Data Protection

Ralokan regularly backs up its server and takes reasonable technical and economic measures to protect it against unauthorized interference.

In case of data loss, Ralokan will assist in transferring the affected data to the hosting partner's server, free of charge, and provide support. However, you are solely responsible for complying with commercial and tax-related retention periods.

2.8     Maintenance Responsibility

Ralokan is responsible for maintaining the Licensed Software, including diagnosing and correcting defects within a reasonable time (Hot Fixes and Patches). Defects are considered substantial deviations from the contractually agreed specifications, as per the agreed-upon use. Additional maintenance services may be provided by Ralokan at an extra cost.

2.9     Customer Support (Email and Helpcenter)

Ralokan offers Customer support to address issues related to the contractual use of the Licensed Software and respond to usage inquiries.

You can reach our support team from Monday to Friday (excluding national holidays) between 8:00 a.m. and 4:00 p.m. CET or CEST through the designated support channels: support[at]ralokan.com or our Help Center at: https://ralokan.atlassian.net/servicedesk.

Ralokan will aim to respond promptly to support requests and assign a single employee to handle them, as far as operationally and staffing-wise feasible. If applicable, support will be provided in Norwegian and English.

2.10   Additional Services

Unless explicitly agreed in writing, Ralokan is not obligated to provide additional services, such as installation, setup, consulting, customization, training, or custom programming. However, Ralokan can offer these services separately for a fee upon written agreement with you. All intellectual property rights in the Service, analytic models and documentation remain exclusively owned by Ralokan, except as provided in this Agreement.

2.11   Content and Updates

Content provided by Ralokan within the Licensed Software (e.g., online instructions) serves as a help function without legal validity and may not cover all aspects exhaustively. Ralokan updates and reviews the content regularly, but you have no claim to any specific updates unless expressly agreed otherwise. 

3 USAGE RIGHT

3.1     License Grant

During the term of this Agreement, Ralokan grants the Customer a non-exclusive, non-transferable, non-sublicensable right to use the Licensed Software on the system in the data center of Ralokan's hosting partner. The usage is limited to the number of users specified in the Offer, and the Licensed Software cannot be transferred to the Customer. Any new versions, updates, or upgrades provided by Ralokan during the Agreement's term will also fall under this right of use. The Customer is not permitted to use, reproduce, download, disassemble, reverse engineer, or decompile the Licensed Software, or make it available to third parties outside the agreed user group, except for its own internal use.

3.2     User Authentication and Access Control

The Customer is responsible for ensuring that only authorized and authenticated users can access the Licensed Software. The number of users accessing the Licensed Software should not exceed the maximum allowable limit set in the Agreement.

3.3     Compensation for Unauthorized Use

In case the Customer's fault results in unauthorized or third-party access to the Licensed Software, the Customer must compensate Ralokan with an amount equal to the remuneration that would apply if an Agreement had been concluded for such unauthorized use. The Customer has the right to demonstrate that no damage or significantly lower damage occurred. This provision does not affect any other rights of Ralokan.

3.4     Third-Party Rights

If the contractual use of the Licensed Software is negatively affected by third-party rights through no fault of Ralokan, Ralokan is entitled to suspend the services affected by those rights. Ralokan will promptly inform the Customer and provide proper access to their data in such cases. The Customer is not obligated to make any payment in such situations, and all other rights of the Customer remain unaffected.

3.5     Customer's Responsibilities

The Customer is solely responsible for ensuring that the users of the Licensed Software have access to the necessary internet connection and suitable software and hardware equipment as per the provisions of this Agreement. Additionally, the Customer is responsible for the operation and maintenance of these technical requirements.

3.6     Data Security and Confidentiality

The Customer must protect user access authorization, identification, and authentication data from unauthorized access and not disclose it to unauthorized users. In the event of any unauthorized access or potential abuse, the Customer must promptly inform Ralokan to mitigate any loss.

3.7     Prohibited Actions

The Customer must not misuse the Licensed Software or use it to enter data or content that violates laws, copyrights, or third-party rights. The Customer is solely responsible for the content it provides and must refrain from unauthorized attempts to access data networks of Ralokan.

3.8     Reporting and Support for Defects

The Customer shall immediately inform Ralokan of any errors in the services and actively support Ralokan during the troubleshooting process without any additional charge. The Customer must instruct users to report any disruptions immediately to a designated contact person within the organization, who will then relay the reports to Ralokan.

3.9     Inspection of Reported Defects

If Ralokan inspects a reported defect and determines that it is not within its responsibility, Ralokan may charge the Customer for the inspection costs, except if the Customer couldn't have reasonably known that the fault was not within Ralokan's responsibility.

3.10   Data Security

Before sending data and information, the Customer must check it for viruses and use state-of-the-art antivirus programs.

3.11   Handling of Legal Violations

If a third party claims a violation of the law due to data or content provided by the Customer, Ralokan may block the content temporarily if reasonable doubts exist about the legality of the data or content. Ralokan will ask the Customer to cease the infringement or prove the legality of the content. Failure to comply may lead to the termination of the Agreement, and the Customer will be responsible for related expenses.

3.12   Consequences of Severe Violations

In case of severe violations of the obligations under this Agreement or repeated violations, Ralokan may suspend the use of the services or terminate the Agreement for good cause at its discretion. The Customer will be liable for any resulting damages.

4 REMUNERAITION

The remuneration for the use of the Licensed Software under this Agreement shall be as specified in the Offer. It consists of one-time and ongoing fees for the provision of the Licensed Software. Additional services provided by Ralokan, not explicitly mentioned in the Agreement, shall be subject to the prices valid at Ralokan.

4.1     Payment Obligations

The Customer must pay for the use of the Licensed Software using the provided access data, even in case of unauthorized use by third parties. However, the Customer is not obligated to pay for unauthorized use if they have promptly informed Ralokan about the disclosure of access data to third parties.

4.2      Continuation of Payment Obligations Under Service Interruptions

Notwithstanding any provision to the contrary within these Terms & Conditions, the Customer acknowledges and agrees that temporary interruptions or unavailability of the Licensed Software due to hacking, security breaches, or any other unauthorized access to our systems will not suspend or negate the Customer's obligation to continue payments as agreed in the Offer. Ralokan commits to actively and promptly address and resolve any such security issues to restore the Licensed Software's functionality and secure the integrity of the Customer's data. The Customer's obligation to pay the ongoing fees as specified in the Offer remains unaffected during such periods of service interruption, provided that Ralokan is actively working towards resolving the issue and minimizing the impact on the Customer.

4.3     Payment Terms

Ongoing fees are payable annually in advance without any deduction within 14 days after receiving the invoice. Other payments are due within 14 days without any deduction after receiving the invoice.

4.4     VAT and Currency Exchange

All fees and prices listed are exclusive of the legally applicable VAT, which will be specified separately in the invoice. Currency exchange fees shall be borne by the Customer.

4.5     Payment Method

Payment is possible only by bank transfer. Payments by check or other methods are not accepted.

5     CHANGES TO PRICES AND FEES

Ralokan retains the right to change the prices and fees for the services to compensate for higher personnel and other costs. Such changes can occur no earlier than twelve months after the Agreement's conclusion and will be communicated to the Customer at least six weeks before taking effect. The Customer has the right to terminate the Agreement if the price increase exceeds 10% of the previous price, in which case the previous price will apply until the termination takes effect.

6     DEFAULT

If the Customer is late with the payment of a significant amount, Ralokan may block access to the Licensed Software. A significant amount is defined as an amount equal to two months' remuneration. The Customer is obligated to pay the outstanding remuneration.

If the Customer is in arrears with the payment of a significant amount for a period exceeding 60 days, Ralokan may terminate the Agreement without notice and demand a contractual penalty equal to three times the monthly lump-sum payment for the regular provision of the Licensed Software. Ralokan reserves the right to claim further damages resulting from late payment.

7     SERVICE CHANGES

Ralokan may change the Service at any time, provided it is reasonable for the Customer and still fulfills the essential characteristics described in the Offer and user documentation. Ralokan shall inform the Customer of such changes at least six weeks before they take effect, unless technical or legal reasons prevent prior notification.

Additionally, Ralokan may change or supplement the range of services or parts thereof at any time. The Customer may object to these changes within two weeks of receiving the notification. If the Customer does not object, the changes become part of the Agreement.

8     LIABILITY OF DEFECTS

8.1     Ralokan's Liability for Defects

Ralokan is liable for defects in the contractual services as outlined in Section 8 and Section 10.

8.2     Material Defects

A material defect exists only if the Licensed Software does not meet the agreed contractual quality or is unsuitable for the agreed use. Insignificant deviations that do not significantly impair the software's suitability for its intended use are excluded from claims for material defects. Significant deviations include those affecting stored data, rendering substantial parts of the Licensed Software unusable. Malfunctions resulting from improper use or non-compliance with usage conditions or instructions and data quality not meeting the specified requirements are not considered material defects.

8.3     Rectification of Defective Services

If Ralokan's provided services are deficient, Ralokan will, at its discretion, improve or re-provide the services within a reasonable period, allowing at least two attempts for improvement, upon receiving a written complaint from the Customer. Liability for defects in third-party software licensed by Ralokan is limited to procuring and integrating commonly available upgrades, updates, or patches, where technically and economically reasonable.

8.4     Termination or Reduction in Case of Defects

If defect-free provision fails due to Ralokan's responsibility, and within a reasonable period set by the Customer (minimum 30 days), the Customer may terminate the contract without notice or claim a reduction. Termination without notice is only possible if the fault significantly restricts software use or makes it unreasonable due to multiple minor defects. Reduction of remuneration is limited to the defective portion of the service.

8.5     Reporting Defects

The Customer must inform Ralokan immediately in writing or by email of any defects. Suitable effective dates for improvement will be agreed upon, conforming to software agreements' conventions and characteristics.

9     THIRD-PARTY PROPERTY RIGHTS

9.1     Ralokan's Liability for Damages

Ralokan will only be liable for damages resulting from intellectual property rights infringement if Ralokan is responsible for the infringement.

9.2     Limitations to Customer's Rights

The Customer's rights under this section do not apply if infringement results from changes to services not approved by Ralokan, improper use, combination with non-conforming hardware/software, or violations of Section 11.3 of the Agreement.

10     LIABILITY

10.1     Liability for Intent and Gross Negligence

Both parties are liable without limitation for intent and gross negligence.

10.2     Liability for Slight Negligence

Ralokan is liable for slight negligence only for breaching essential contractual obligations and for damages to life, body, or health. Liability is limited to the foreseeable, contractually typical damage, not exceeding EUR 20,000 per event.

10.3     Exclusion of Certain Damages

Ralokan is not liable for economic losses, lost profits, indirect or consequential damages, except for claims arising from intellectual property rights infringement under Section 9.

10.4     Exclusion of Liability for Information and Conclusions

Ralokan bears no liability for results or conclusions drawn from using the Service or for damages caused by errors or omissions in the provided information.

10.5     Customer's Data Backup Responsibility

The Customer is responsible for regularly backing up its data. If Ralokan is responsible for data loss, Ralokan's liability is limited to the cost of duplicating and restoring the data that would still be lost even with a standard data backup procedure.

10.6     Liability of Ralokan's Employees and Agents

The limitations of liability stated above also apply to Ralokan's employees and agents.

11   DATA PROTECTION AND CONFIDENTIALITY

11.1   Compliance with Data Protection Regulations

Both parties shall comply with the relevant applicable data protection regulations, particularly those in force in Norway, and ensure that their employees working in connection with the Agreement maintain data confidentiality, unless they are already bound by such obligations.

11.2   Provisions for Data Processing and Data Centers

Both parties shall adhere to the provisions applicable to order processing and data centers used by Ralokan, implementing necessary technical and organizational measures to protect personal data as per Article 32 General Data Protection Regulation (GDPR).

11.3   Customer's Data Compliance and Indemnification

If the Customer collects, processes, or uses personal data either independently or through Ralokan, the Customer shall ensure compliance with applicable data protection regulations and shall indemnify Ralokan from any third-party claims resulting from a breach.

11.4   Ownership and Responsibility for Customer Data

The Customer holds sole entitlement to all Customer-specific data (input, processed, stored, and/or output data). Ralokan does not verify the legal admissibility of the Customer's data or content stored and bears no responsibility for this; the responsibility solely rests with the Customer.

11.5   Confidentiality Obligations

Both parties shall use any confidential documents, information, or data received within the scope of the Agreement solely for its execution and treat such information as confidential business or trade secrets if not publicly known. This obligation remains in force for two years after the Agreement's termination. Ralokan shall impose these obligations on subcontractors if applicable.

12   CONTRACTUAL TERM AND TERMINATION

12.1   Minimum Contractual Term

The minimum contractual term shall be one (1) year, commencing from the day of the operative provision of the Licensed Software, i.e., generally upon the Agreement's conclusion in accordance with Section 1.5 ("initial term").

12.2   Automatic Extension

If the Agreement is not terminated at the end of the contractual period, it will be automatically extended by one (1) year.

12.3   Termination Notice

Either party may terminate the contractual relationship at the earliest upon expiration of the initial term, with a notice period of three (3) months before the initial term's expiration. After the initial term, the Agreement may be terminated with a notice period of three (3) months at the end of each subsequent contractual year. Partial cancellation of single services is not permitted.

12.4   Termination for Good Cause

The right to termination for good cause remains unaffected. Good cause for termination exists if:

a) a party violates an essential obligation or repeatedly violates a non-essential obligation under the Agreement, and fails to remedy the violation after a reasonable request by the other party,

b) it becomes unreasonable for a party to adhere to the Agreement due to force majeure, or

c) insolvency proceedings have been initiated regarding the other party's assets, or such proceedings are imminent.

12.5   Notice Requirements

All notices under this Agreement must be in writing to be effective.

12.6   Settlement upon Termination

Upon termination of the contractual relationship, the parties are obligated to properly settle the Agreement. Ralokan will: 

a) at Customer expense and request, release to the Customer Customer's data stored within the scope of the Agreement, including any databases created during the Agreement, excluding all analytics, ML and AI models and results of such models, within four weeks after the Agreement’s end, through remote data transmission or on data carriers selected by Ralokan, and

b) immediately delete the Customer's data after confirming the successful transfer and destroy any copies made.

13   FORCE MAJEURE

13.1   Release from Obligation

Ralokan is released from the obligation to provide any Service under this Agreement if the non-fulfillment of Service is due to force majeure occurring after the signing of the Agreement.

12.2   Incidents of Force Majeure

Incidents of force majeure include, but are not limited to, wars, industrial action, unrest, expropriation, storm, flooding, and other natural disasters, as well as any other circumstances not caused by Ralokan (such as water leaks, power failure, and data-carrying cable interruption or destruction).

13.3   Obligation to Inform

Each party must immediately inform the other party in writing of any case of force majeure that arises and must provide notification when the force majeure event ceases.

14. FINAL PROVISIONS

14.1   Written Agreements

Any agreements that modify, amend, or provide additional details to the terms of this Agreement, as well as any special assurances, guarantees, or other agreements, must be made in writing, unless explicitly stated otherwise in this Agreement. Guarantees shall be considered legally binding only if expressly designated as such. Explanations, supplements, specifications, assurances, and guarantees made by representatives or agents of Ralokan are binding only when Ralokan has provided written consent.

14.2   Priority of Agreement

In the event of any discrepancies between this Agreement and the Offer, the terms of this Agreement shall prevail.

14.3   Transfer of Rights and Obligations

The transfer of rights and obligations under this Agreement by the contractual parties requires prior written consent from the other party.

14.4   Validity of Terms

Any provisions that contradict or deviate from these Terms of Use shall not be applicable unless explicitly confirmed in writing by Ralokan. These Terms of Use shall apply even if Ralokan provides services with full knowledge of conditions from the Customer that are contradictory or deviate from the terms stated herein.

14.5   Third-Party Services

If services are performed by a third party, explicitly identified as such in the Offer, the respective general terms and conditions of the third party shall apply and become an integral part of the contract. A reference link will direct to the third party's terms and conditions in the Offer.

14.6   Applicable Law

The contractual parties agree to apply the laws in Norway.

14.7   Place of Jurisdiction

The exclusive place of jurisdiction for all disputes arising from and in connection with this Agreement is Oslo. However, Ralokan is also entitled to sue at the location of the Customer's headquarters.

14.8   Language of the Agreement

The language of the Agreement is English. Translations into other languages are provided solely for understanding and are not legally binding.

14.9   Severability Clause

If any provision of this Agreement is or becomes invalid, it shall not affect the validity of the remaining provisions of this Agreement. The contractual parties are obliged, in good faith, to replace the invalid provision with another permissible provision that achieves similar economic results, provided that it does not significantly change the contents of the Agreement.