1        Overview

1.1   These license terms (the "License Terms") apply to your use of the Platform and/or the Data, regardless of whether such Data has been acquired through use or integration with the Platform or otherwise. AquaCloud permits You (as defined below) to access and use the Platform and the Data only in accordance with these License Terms, as amended from time to time. If You do not agree to abide by these License Terms, You do not have the right to access or use the Platform or the Data.

1.2   These License Terms, either independently or (if applicable) together with the order form for access to AquaCloud Data or the Platform (the "Order Form") and any special terms and conditions applicable to specific features in the Platform or Datasets made available to You ("Special Terms") is a legally binding contract between You and AquaCloud (the "Agreement"). "You" means the company or other legal entity for which you are acting  or, if there is no company or legal entity, on behalf of yourself as a natural person. "AquaCloud" is the owner and manager of the Platform, namely AquaCloud AS of Thormøhlens gate 51, 5006 Bergen, Norway, organisation number 926 397 400.

1.3   Special Terms may be presented to You upon being granted access to the Platform, specific Datasets (either through the Platform or otherwise), or in end-user documentation provided to you by AquaCloud.

1.4   If You have entered into a separate agreement with AquaCloud which partly overlaps the subject matter and scope of this Agreement (for example, governing you cooperation as a partner to AquaCloud (a "Partner Agreement")), nothing in this Agreement shall be construed to amend, terminate, prolong or affect such Partner Agreement in any way.

1.5   AquaCloud and You may individually be referred to as "Party" or collectively as the "Parties" under this Agreement.

2        Order of precedence

2.1   In the event of conflict between these License Terms and Special Terms applicable to Your use of the Platform or specific Datasets, the Special Terms shall prevail.

3        Definitions

3.1   All capitalized terms not otherwise defined in this Agreement, shall have the following meaning:

a)  "AquaCloud Platform" or the "Platform" refers to the cloud based seafood industry data aggregation and sharing platform developed, owned and managed by AquaCloud and its third party licensors.

b)  "Data" refers to all data, information, Datasets, databases and other content of any type, in any electronic format, medium or form, developed, compiled or produced by AquaCloud through the AquaCloud Platform and to which you are provided access by or on behalf of AquaCloud.

c)   "Intellectual Property Rights" means all rights of industrial or intellectual property including, inter alia rights to, (i) patents, processes inventions, manufacture methods, techniques, methods and technology (whether patentable or not), all other rights to inventions, ideas, concepts; (ii) know-how, trade secrets, business models, rights in goodwill and other Confidential Information; (iii) copyrights and other authors' rights (e.g. in computer software, code and documentation), design rights, models, drawings database rights and technical information of all kinds; (iv) trademarks, trade names, service marks, trade-, business- and domain names, logos; and (v) other rights of a similar kind whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.

d)  Permitted Scope refers to the scope of Your permitted use of the Platform or the Data as communicated to You (i) in the Order Form; (ii) in a Partner Agreement; (iii) in the Special Terms applicable to a Dataset or Platform feature; (iv) upon accessing the Platform or upon transmission of AquaCloud Datasets to You; or (v) a combination of the aforementioned.

4        Platform access license

4.1   This Clause 4 does not apply if You are subject to a Partner Agreement whereby AquaCloud has granted You a license to use the Platform. If You have rights to use the Platform subject to such a Partner Agreement, the right to subscribe to, access or use the Platform will be derived from the Partner Agreement, and not by this Clause 4. For clarity, the validity, legality or enforceability of the remaining Clauses under this Agreement shall not be affected or impaired thereby.

4.2   Subject to the terms set forth in this Agreement, AquaCloud grants You a non-exclusive, non-transferable, non-sublicensable, fully revocable, limited right to subscribe to, access and to use the Platform, in the version made available to You by AquaCloud, solely for purposes within the Permitted Scope.

4.3   Your right to use the Platform will cease upon the earlier of (i) the expiration, termination or suspension of the Agreement, or (ii) the expiration, termination or suspension of Your rights pursuant to Clause 14.

4.4   Upon the termination of the Agreement, You must cease all use of the Platform.

5        Data access license

5.1   Subject to the terms set forth in this Agreement, AquaCloud grants You a non-exclusive, non-transferable, non-sublicensable, fully revocable, limited right to access and to use the Data made available to You by AquaCloud in the Platform or otherwise (whether directly or indirectly).

5.2   The Data will be made available to You in the form of subsets of the Data ("Datasets") compiled by AquaCloud. The Datasets may be made subject to additional Special Terms depending on the nature and contents of the Datasets, which will be communicated to You in each instance. By accessing and using a Dataset, you accept and undertake to be bound by any restrictions on the use of the Data set out in such Special Terms.

5.3   The Data license granted to you under this Clause 5 comprises all rights necessary to use the Data within the Permitted Scope, however, subject always to the restrictions applicable at all times pursuant to the Special Terms for the accessed Datasets.

5.4   Save as expressly permitted under these License Terms, upon the termination or expiry of this Agreement, You must destroy all copies, full or partial, of any Data exported from the Platform.

6        Acceptable Use

6.1   You agree not to use, display, reproduce, transmit, modify, distribute, disseminate, sell, publish, create derivative works of, decompile, disassemble, translate, or otherwise reverse engineer or circulate or in any way exploit the Platform or Data to which you are given access by AquaCloud, in whole or in part, by any means, for any purpose or in any other way than as expressly permitted in the Agreement.

6.2   By accepting these License Terms, you acknowledge and accept that you may not:

a)  use the Platform or the Data (a) in a manner that violates any local, national, foreign or international law; (b) to harass or harm another individual or entity; (c) to impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity; (d) to interfere with or disrupt AquaCloud; or (e) in a manner that infringes the Intellectual Property Rights of AquaCloud or any third party;

b)  'frame' or 'mirror' the Platform or any portion of it on any other server or internet based device without the prior written consent of AquaCloud;

c)   attempt to gain unauthorized access to any portion or feature of the Data or Platform, or any systems or networks connected to the Platform, or to any of the services offered on or through the Platform, by hacking, password "mining" or any other illegitimate means;

d)  allow unauthorized persons to access the Data or use Your access credentials to the Platform, unless expressly permitted by AquaCloud; or

e)  use AquaCloud's name, trademark or logo without a license thereto from AquaCloud.

6.3   You agree to exercise due care when using the Platform access (if applicable) to avoid excessive or excessively intensive processing operations which may affect AquaCloud's or other users' use of the Platform, and acknowledge that such use may cause an unreasonable increase in the costs of providing the Platform for which you may be held liable by AquaCloud pursuant to Clause 17.

6.4   You understand and agree that we may immediately suspend or terminate your access to the Platform if you use the Platform or Data in violation of the acceptable use conditions above.

6.5   You are solely responsible for protecting Your own account Platform password and account information.

7        Third party services and integrations

7.1   AquaCloud may offer functionality for integrations between the Platform and applications, websites, and services provided by third parties ("Third Party Services").

7.2   AquaCloud has no control over your use of such Third Party Services. Third Party Services may have their own license terms and conditions, terms of use and privacy policies, and your use of these Third Party Services will be governed by and subject to such terms and privacy policies. You understand and agree that AquaCloud does not endorse and is not responsible or liable for the behaviour, features or content of any Third Party Service or for any transaction you may enter into with the provider of any such Third Party Service.

8        Monitoring and enforcement

8.1   AquaCloud shall have the right to verify compliance with the terms of this Agreement through reasonable audits, including monitoring of Your use of the Platform or the Data by appropriate technical measures.

8.2   You acknowledge that AquaCloud may, from time to time;

a)  monitor and audit Your use of the Platform and Data, including the number of users having access to the Platform, etc.;

b)  monitor and investigate any suspected violations of this Agreement or misuse of the Platform or Data; and

c)   monitor, investigate and help prevent security threats, fraud, or other illegal, malicious, or inappropriate activity.

8.3           Notwithstanding Clause 16, AquaCloud may report any activity that it suspects violates applicable law or regulations to appropriate authorities. Nothing in this Agreement shall limit in any way AquaCloud's rights and remedies at law or in equity that may otherwise be available.

9        Updates to the Platform

9.1   AquaCloud and its licensors have no obligation to provide updates, bug fixes or error corrections under this Agreement. If AquaCloud updates the Platform, such updates may be automatic and may delete or change the nature or features of the Platform or the Data, including functions you may rely upon and you may lose Data. You consent to updates by AquaCloud. Any updates shall be deemed to constitute part of the Platform and the terms of this Agreement shall apply to such updates.

10     Third party intellectual property rights

10.1    The Data and the Platform may contain third party Intellectual Property Rights, including in the form of information or software components licensed from third parties or under open source licenses. You shall not hold AquaCloud responsible, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such third party Intellectual Property Rights.

10.2    You agree to comply with any third party terms that are applicable when using the Platform or any Data, which may be communicated to you from time to time.

11     Intellectual Property Rights

11.1    With the sole exception of the license granted pursuant to Clauses 4 and 5 above, nothing in this Agreement shall be construed to transfer or license any Intellectual Property Rights from AquaCloud, or any of its licensors or suppliers to You or any third party.

11.2    For the avoidance of doubt, You acknowledge that any and all Intellectual Property Rights to the AquaCloud Platform, the Data and any documentation or other materials given to You by AquaCloud, including any amendments, modifications, changes or improvements made thereto, shall be the sole and exclusive property of AquaCloud, or its licensors (as the case may be).

11.3    In addition, You agree that AquaCloud will own all right, title and interest in and to any suggestions, ideas, enhancements requests, feedback, recommendations or other information provided by You pertaining to AquaCloud's Intellectual Property Rights as well as any user data generated by the use of the Platform, and hereby irrevocably assign any Intellectual Property Rights in such items to AquaCloud, including without limitation the right to amend and further transfer or assign such Intellectual Property Rights.  

11.4    If a third party asserts to You that the Platform or the Data infringes any third party Intellectual Property Rights, then You agree to promptly inform AquaCloud in writing. AquaCloud, or whoever AquaCloud appoints, shall subsequently deal with the claim at its own expense. You shall, at the request of AquaCloud and to a reasonable extent, assist AquaCloud in the defence of such third party claim.

12     Privacy and Data Protection

12.1    In order to provide access to the Platform, AquaCloud may collect and use certain personal data concerning the Platform's users. Further information on how AquaCloud processes personal data may be found in AquaCloud's privacy policy, available at https://dev.aquacloud.ai/privacy.

13     Changes to this Agreement

13.1    AquaCloud may make any change to these License Terms upon written notice to You. Changes may for example be made to accommodate new products or services, to adapt to legal requirements or otherwise to better adapt the terms and conditions to our organization. Any substantial changes may trigger a requirement for you to renew your acceptance of the revised License Terms before continuing to use the Platform.

14     Suspension and termination

14.1    Your license to access the Platform and/or use the Data shall cease upon the earliest of (i) the end date set out in the Order Form (if applicable); or (ii) the termination of this Agreement by either You or by AquaCloud as set out in this Clause 14.

14.2    AquaCloud may, at any time, terminate this Agreement, with immediate effect, if: (a) You have breached any provision of this Agreement, including the Special Terms; or (b) AquaCloud is required to do so by law.

14.3    AquaCloud may also suspend Your access to the Platform and Data if AquaCloud has a reasonable suspicion of Your breach of this Agreement. Suspensions shall be temporary, and only remain in effect until AquaCloud has been given reasonable time to investigate the grounds for its reasonable suspicions.

14.4    You may terminate this Agreement by  ceasing your use of the Platform and Data and, where a separate Order Form has been entered into, providing AquaCloud Your written notice of termination thereof.

14.5    Upon the termination of this Agreement, You shall immediately (i) cease any use of the Platform and the Data; and (ii) You shall remove or delete any and all copies of the Data in your possession, as required by AquaCloud. Item (ii) in the aforementioned shall not apply to (a) any Data made available for public consumption and copying by AquaCloud; and (b) non-public Data for which the Special Terms permit continued or perpetual use and retention. The terms of this Agreement, including without limitation the Data access license terms set out in Clause 5, shall continue to apply to Your use of any Data retained in accordance with the preceding sentence. Upon AquaCloud's request, You shall, without undue delay, submit documentation of your compliance with this Clause 14.5.

14.6    Any amounts paid for the license granted under this Agreement are non-refundable, irrespective of the cause or circumstances surrounding the termination.

15     Disclaimer

15.1    YOU UNDERSTAND AND AGREE THAT THE PLATFORM AND THE DATA IS PROVIDED ON AN 'AS-IS' AND 'AS-AVAILABLE' BASIS, WITHOUT ANY EXPRESS OR IMPLIED WARRANTY, CONDITION OR ASSURANCE OF ANY KIND.

15.2    THIS MEANS THAT AQUACLOUD DOES NOT REPRESENT OR WARRANT TO YOU THAT YOUR USE OF THE PLATFORM OR THE DATA MADE AVAILABLE WILL MEET YOUR NEEDS OR REQUIREMENTS, OR THAT ANY DEFECTS IN THE AFOREMENTIONED WILL BE CORRECTED. NOR DOES AQUACLOUD PROVIDE ANY REPRESENTATION OR WARRANTY THAT YOUR USE OF THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS, MALWARE OR OTHER HARMFUL COMPONENTS, OR THAT THE DATA YOU OBTAIN BY USING THE PLATFORM WILL BE ACCURATE OR RELIABLE.

15.3    YOUR USE OF THE PLATFORM AND THE DATA IS CONDUCTED AT YOUR OWN RISK AND DISCRETION, AND FOR YOUR OWN ACCOUNT. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO DEVICES AND FOR ANY LOSS OF DATA THAT MAY RESULT FROM YOUR ACCESSING AND USING THE PLATFORM.

15.4    AQUACLOUD MAKES NO REPRESENTATIONS AND DISCLAIM ANY WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT WITH RESPECT TO THE PLATFORM AND THE DATA.

15.5    IN ADDITION, AQUACLOUD MAKES NO REPRESENTATION NOR DOES IT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY SERVICES (OR YOUR USE THEREOF), OR ANY OTHER PRODUCT OR SERVICE OFFERED BY A THIRD PARTY IN CONNECTION WITH THE PLATFORM OR ANY HYPERLINKED WEBSITE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING IN THE PLATFORM OR ELSEWHERE.

15.6    NO INFORMATION OR ADVICE, WHETHER EXPRESSED, IMPLIED, ORAL OR WRITTEN, OBTAINED BY YOU FROM AQUACLOUD SHALL CREATE ANY WARRANTY, GUARANTEE, OR CONDITIONS OF ANY KIND, EXCEPT FOR THOSE EXPRESSLY OUTLINED IN THESE LICENSE TERMS.

15.7    IN NO EVENT SHALL AQUACLOUD BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, GOODWILL, BUSINESS OPPORTUNITY, REVENUE, DATA OR DATA USE, INCURRED BY YOU OR ANY THIRD PARTY, ARISING FROM OR RELATED TO THE USE OF THE PLATFORM OR ANY DATAPROVIDED BY AQUACLOUD.

15.8    THIS SECTION SHALL APPLY TO THE GREATEST POSSIBLE EXTENT PERMITTED UNDER APPLICABLE LAW.

16     Confidentiality

16.1    You or AquaCloud (as the "Disclosing Party") may disclose or make available Confidential Information to each other (as the "Receiving Party") in connection with this Agreement.

16.2    "Confidential Information" means information not generally known to the public that is (i) made available or disclosed by a Disclosing Party to a Receiving Party in writing and (ii) designated by the Disclosing Party in the writing as Confidential. Confidential Information with respect to AquaCloud also includes all information of AquaCloud's employees, products, services, customers, beneficiaries, sub-contractors, methods and other third parties conducting business with AquaCloud, the content of this Agreement, product plans, technology and other technical information about the Software, AquaCloud System and other AquaCloud materials.

16.3    Nonetheless, Confidential Information does not include any information that (i) becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party before receipt from the Disclosing Party without breach of any obligation (and without a duty of confidentiality) owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation (and without a duty of confidentiality) owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party.  

16.4    The Receiving Party will ensure that Confidential Information from the Disclosing Party is held strictly confidential, and that such Confidential Information is not shared or disclosed to unauthorized third parties.

16.5    The Receiving Party will use the same degree of care as to the Disclosing Party’s Confidential Information that it uses to protect the confidentiality of its own Confidential Information of like kind (but in no event less than reasonable care) and will (i) use the Confidential Information of the Disclosing Party only in connection with the Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to the Confidential Information of the Disclosing Party to those of its employees, consultants, contractors, service providers, professional advisors and other individuals who need such access for purposes related to Agreement and who are subject to confidentiality obligations with the Receiving Party no less stringent than those in these Agreement.

16.6    The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so. The Receiving Party will give the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and take reasonable steps to limit such disclosure. AquaCloud may also disclose Your Confidential Information to comply with any governmental or regulatory body request (including subpoenas or court orders), as part of a legal proceeding involving AquaCloud, or at Your request. If disclosure is made at Your request, You may be responsible for the costs of compiling and providing access to Your Confidential Information.

17     Indemnification

17.1    You will indemnify and hold harmless (and, at AquaCloud’s request, defend) AquaCloud against any and all losses, liabilities, expenses (including reasonable attorneys’ fees) suffered or incurred by AquaCloud by reason of any claim, suit or proceeding ("Claim") arising out of or relating to (i) Your use of the Platform or the Data, including any output or other results produced by such use; and (ii) Your breach of this Agreement (including any Special Terms or any other applicable terms), including any Claim that asserts or purports to be based on AquaCloud's negligence.

18     Miscellaneous

18.1    Survival of obligations: In accordance with general principles under Norwegian law, the rights and obligations under the Agreement shall survive expiration or termination of the Agreement, howsoever caused, until all obligations under the Agreement have been performed and all claims, demands, suits, actions or liabilities of any nature relating thereto have been settled.

18.2    Assignment: AquaCloud may, by written notice to You, assign the Agreement or any part thereof, or delegate any of its obligations hereunder. You may not assign the Agreement, nor transfer or sub-license any of your rights or obligations hereunder to any third party without AquaCloud's prior written consent.

18.3    Severability: Should any provision of the Agreement be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Agreement, and the application of the invalid or unenforceable provision shall be enforced to the extent permitted by law.

18.4    No waivers: Any failure by AquaCloud to enforce the Agreement, or any part thereof, shall not waive AquaCloud's right to do so.

18.5    Entire agreement: The Agreement constitute all the terms and conditions agreed upon between You and AquaCloud with respect to your use of and access to the Platform and the Data, and supersede any prior agreements in relation to the subject matter of this Agreement, whether written or oral.

19     Governing Law and Dispute Resolution

19.1    This Agreement and the Parties’ rights and obligations hereunder shall be governed by Norwegian law.

19.2    Any dispute, controversy or claim arising out of or in connection with this Agreement or the Breach, termination or invalidity thereof, if not settled by negotiations between the Parties or abandoned, shall be finally settled by the courts Norway, with Bergen District Courts.