Last updated as per 11.05.2022
These terms and conditions (the Agreement) are made and entered into between (i)Complai AS, a Norwegian company with business registration number 925 076 767 and registered office at Wergelandsveien 1, 0167 Oslo, Norway (hereinafter ComplAi); and (ii) you (and as applicable, if/when you are granted “Admin”-rights to the Services, the entity on whose behalf you accept this Agreement) (each and collectively, the User). The Agreement is effective as of the date the User clicks to accept the Agreement and governs the User’s access to and use of Service (as defined below), for the User’s upload and sharing of binary files, digital material, video, or images in connection with the Service (the User Content).
By clicking “I accept”, the User agrees to be bound by the Agreement. In addition, the User confirms that the User does not act in capacity of physical person acting as consumer under applicable consumer law.
If the User is granted access to the Service as an “Admin”-user, the User shall also comprise the corporation, partnership, limited liability, or other entity, the User is associated with (by way of main employment, and/or directorship, and/or consultancy) upon grant of the “Admin”-rights. The User confirms to be authorized to represent such non-personal User, and undertakes to ensure that such non-personal User complies with the terms as set out herein.
1. Description of the Service
ComplAi is a business-to-business online service, between professional parties only, for collecting and presenting evidence of compliance with standards and requirements, which facilitates collaboration across multiple organizations (the Service).
The Service comprises of a set of features provided by ComplAi enabling the User to: register, create/select organizations, and onboard users; create data rooms and audit rooms as secure collaboration spaces between organizations; create and distribute tasks between organizations; populate tasks with forms for collecting and presenting evidence of compliance with respective standards; manage invitations, reminders, and notifications; manage and monitor workflows through internal and external dashboards through API’s; and access API catalogue for connecting to external dashboards and applications.
2. The User’s account
To access the Service and upload and manage User Content, the User must create an account and provide correct and up-to-date information about the User, and the company the User represents, and any other documentation requested by ComplAi.
The User is responsible for all activities that occur under the User’s account, including but not limited to sharing of access keys to data, regardless of whether the activities are undertaken by the User, the User’s employees or a third party and, except to the extent caused by ComplAi’s breach of this Agreement, ComplAi is not responsible for unauthorized access.
The User’s account may at any time be subject to a verification procedure by ComplAi.
3. The User is only granted a limited user subscription to the Service
ComplAi shall, until otherwise communicated, provide the Service to the User on and subject to the terms of this Agreement. Subject to the User complying with the terms of this Agreement, and other agreements applicable for the User, the User is granted a limited, non-exclusive, non-transferable, time-limited, right to use the Service, solely for the User’s internal business operations in accordance with the specifications.
4. ComplAi may disable access to the Service
This Agreement shall commence when accepted by the User and shall thereafter continue as long as the User has access to the Service. ComplAi reserves the right, without liability or prejudice to its other rights to the User, upon the User’s violation of the terms of this Agreement and/or other agreements concerning the User’s use of the Service, to disable the User’s access to the Service without further notice. Such disabling will not give rise to any liability whatsoever towards the User.
5. There are other terms that may apply for the User
The User acknowledges and agrees that ComplAi may use third party providers for the provision of the Service, including but not limited to, software components, user ID management, cloud infrastructure, hosted services, tools, processing capabilities and other products, apps, and services, if any. The User may be required to accept third party terms or terms which mirror third party providers’ terms for specific parts of the Service.
6. ComplAi may make changes to the Agreement, the Policies, and the Services
ComplAi may amend the terms of this Agreement and/or the Policies from time to time, in which case the User may be requested to click for acceptance of the new terms.
The User acknowledges that ComplAi at any time may modify the features and functionality of the Service. ComplAi will try to give the User reasonable notice of any major changes.
7. ComplAi may suspend or withdraw the Service
ComplAi shall use commercially reasonable endeavors to make the Service available 24 hours a day, seven days a week, except for planned and unscheduled maintenance. ComplAi does not guarantee that the Service, or any content on it, will always be available or be uninterrupted. ComplAi may suspend or withdraw or restrict the availability of all or any part of the Service for business and operational reasons. ComplAi will try to give the User reasonable notice of any suspension or withdrawal. The User is also responsible for ensuring that all persons who access the Service through internet connection are aware of this Agreement, the Policies and the specifications, and that they comply with them.
8. The User must keep its account details safe
If the User chooses, or the User is provided with, a user identification code, password, or any other piece of information as part of ComplAi’s security procedures, the User must treat such information as confidential. The User must not disclose it to any third party.
ComplAi has the right to disable any user identification code or password, whether chosen by the User or allocated by ComplAi, at any time, if in ComplAi’s reasonable opinion the User has failed to comply with any of the provisions of this Agreement.
If the User knows or suspects that anyone other than the User knows the User’s identification code or password, the User must promptly notify ComplAi.
9. Subscription restrictions
The User shall at all times comply with the requirements set out in or referred to in this Agreement and the relevant specifications.
The User shall not, except as may be allowed by any applicable law which is incapable of exclusion by Agreement between the parties and except to the extent expressly permitted under this Agreement: (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Service in any form or media or by any means; or (ii) attempt to de-compile, reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form all or any part of the Service; or (iii) build a product or service which competes with the Services; or (iv) use the Service to provide services to third parties; or (v) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Service available to any third party, or (vi) attempt to obtain, or assist third parties in obtaining, access to the Service.
The User shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service and, in the event of any such unauthorised access or use, promptly notify ComplAi.
Further, the User shall not conduct, facilitate, authorize, or permit any text or data mining or web scraping in relation to the Service, or any services provided via, or in relation to, the Service. This includes using (or permitting, authorizing, or attempting the use of): (i) any “robot”, “bot”, “spider”, “scraper” or other automated device, program, tool, algorithm, code, process, or methodology to access, obtain, copy, monitor or republish any portion of the site or any data, content, information, or services accessed via the same; or (ii) any automated analytical technique aimed at analyzing text and data in digital form to generate information which includes but is not limited to patterns, trends, and correlations.
10. ComplAi makes no representations in relation to background information
ComplAi makes and accepts no representations, warranties, or guarantees, whether express or implied, that the background information provided in data rooms supporting collaboration, is accurate, complete, or up to date.
11. ComplAi is not responsible for the resources the Service links to
Where the Service contains links to other sites and/or resources provided by third parties, these resources are provided for the User’s information only. Such resources should not be interpreted as approval by ComplAi of those linked websites or information the User may obtain from them. ComplAi has no control over the contents of those sites or resources.
12. User-generated content is not approved by ComplAi
The Service may include information and materials uploaded by other users of the Service within such User’s organization, including User Content. This information and these materials have not been verified or approved by ComplAi. The views expressed by other users on the Service do not represent ComplAi’s views or values.
13. Limitation of liability
The User accepts that ComplAi excludes all implied conditions, warranties, representations, or other terms that may apply to the Service or any content on it.
The User accepts that ComplAi will not be liable to the User for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with use of, or inability to use, the Service, or use of or reliance on any content displayed in connection with the Service. ComplAi will not be liable for loss of profits, sales, business, or revenue, business interruption, loss of anticipated savings, loss of business opportunity, goodwill, or reputation, or any indirect or consequential loss or damage.
The User accepts that ComplAi’s total aggregate liability in contract (including in respect of the obligation to compensate), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to NOK 1 million.
14. Uploading of User Content
When the User makes use of a feature that allows the User to upload content to the Service, or to contact other users on the Service, the User may not use the Service: (i) in any way that breaches any applicable local, national, or international law or regulation; (ii) in any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect; (iii) for harming or attempting to harm minors in any way; (iv) to bully, insult, intimidate or humiliate any person; (v) to send, knowingly receive, upload, download, use or re-use any material which does not comply with ComplAi’s content standards in force from time to time; (vi) to transmit, or procure the sending of, any unsolicited or unauthorized advertising or promotional material or any other form of similar solicitation (spam); or (vii) to knowingly transmit any data, send or upload any material that contains viruses, trojans, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
The User warrants that the User Content comply with these standards, and the User will be liable to ComplAi and indemnify ComplAi for any breach of that warranty, and all claims from third parties resulting from the User Content or the use thereof. This means that the User will be responsible for any loss or damage ComplAi suffer because of the User’s breach of warranty and the User Content.
ComplAi has the right to disclose the User’s identity to any third party who is claiming that any User Content posted or uploaded by the User on the Service constitutes a violation of their Intellectual Property Rights, or of their right to privacy.
ComplAi has the right to remove any posting the User makes on the Service if, in ComplAi’s opinion, the User’s post does not comply with ComplAi’s content standards in force from time to time.
The User is solely responsible for securing and backing up User Content.
15. ComplAi is not responsible for viruses and the User must not introduce them
ComplAi does not guarantee that the Service will be secure or free from bugs or viruses.
The User may be responsible for configuring its information technology, computer program, and platform to access the Service. The User should use its own virus protection software.
The User must not misuse the Service by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. The User must not attempt to gain unauthorised access to the Service, the server on which the Service is stored, or any server, computer or database connected to the Service. The User must not attack the Service via a denial-of-service attack or a distributed denial-of service attack. In the event of such a breach, the User’s right to use the Service will cease immediately.
16. Who can access User Content
Regardless of anything to the contrary herein and unless otherwise agreed, ComplAi and any party participating in a project for which the User makes use of the Service, including ComplAi’s business partners as part of their bundled service offerings, will be entitled to access, use, and process the User Content for legitimate purposes in relation to such project, including the purpose of operating, enhancing, distributing, and optimizing the Service.
17. Intellectual Property Rights
Each party shall remain the sole owner of any of its Intellectual Property Rights existing prior to the date of this Agreement and, except as explicitly set out in this Agreement, nothing herein shall imply any transfer or grant of rights to any such Intellectual Property Rights.
User warrants that it holds all necessary Intellectual Property Rights to the User Content it makes available by means of the Service. The User shall indemnify and hold harmless ComplAi from any claim ComplAi might suffer or receive because of any infringement of third-party rights, including legal cost, resulting from the User Content.
For the purposes of this Agreement, Intellectual Property Rights means: patents, rights to inventions, copyright and neighboring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
ComplAi will not disclose Confidential Information (as defined below), except: (i) to the extent accepted by the User; or (ii) to employees, agents or professional advisors who need to know it for the purpose of the recipient’s obligations towards ComplAi in relation to the Service, and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential.
Notwithstanding any provision to the contrary in this Agreement, ComplAi may also disclose Confidential Information (as defined below) to the extent required by applicable law, provided that the ComplAi uses commercially reasonable efforts to: (i) promptly notify the User of such disclosure before disclosing; and (ii) comply with the User’s reasonable requests regarding its efforts to oppose the disclosure.
For the purposes of this Agreement, Confidential Information means: information that one party discloses to the other party under this Agreement which would normally under the circumstances be considered to constitute business secrets. Confidential Information does not include information to the extent that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, becomes public through no fault of the recipient, is required to be disclosed to public or accreditation authorities based upon law or applicable accreditation schemes or is unlocked or made available on the Platform.
19. Governing law and jurisdiction
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Norway.
Each party irrevocably agrees that the courts of Oslo, Norway, shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).