7. Maintenance & user support services
Contractor will provide Maintenance & User Support (“M&S”) Services in accordance with Annex A – M&S Terms to these Standard Conditions.
Kongsberg Digital AS Standard Conditions For Sale
1.1 These Standard Conditions for Sale form an integral part of all contracts for the sale, installation and support of Contractor’s Software. The contract documents (the “Contract”) shall consist of: (i) the mutually agreed “Main Contract Document” (if any), (ii) Contractor’s "Quotation" specifying the scope of the Work, (iii) these “Standard Conditions”, (iv) any other contract documents specifically referred to in the mutually agreed Main Contract Document (if any) or Quotation and incorporated by reference.
1.2 The Contract shall override and supersede any contrary, different or additional conditions or terms of purchase contained or referred to in the Customer’s communications, purchase order or otherwise.
1.3 If a conflict arises between the terms of the documents forming the Contract, these Standard Conditions shall take precedence.
2.1 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party; and control means directly or indirectly, controlling or owning more than fifty (50) percent of the outstanding voting rights or shares of an entity.
2.2 "Applicable Laws" means any applicable law, order, decree, ordinance, statute, regulation, rule, directive or decision issued by any country, state, governmental body or authority, including any acts issued by the European Union, as well as all applicable case law, binding recommendations and binding guidelines by relevant regulatory bodies on the above (as applicable in the case concerned) that are applicable to the activities performed under this Contract in any of the jurisdictions where they are performed from time to time.
2.3 "Confidential Information" means all technological, financial, commercial or other information or data of a proprietary or confidential nature in any form or format (e.g., written, electronic, visual, oral, or otherwise).
2.4 "Contract Price" means the payment to be made for Contractor’s performance of the Work and any adjustments thereto as agreed by the parties, including the license fees for the Software.
2.5 "Contractor" means Kongsberg Digital AS or an Affiliate of Kongsberg Digital AS that enters into the Contract with the Customer.
2.6 "Contractor Group" means (i) Contractor, (ii) Contractor’s subcontractors of any tier, (iii) Affiliates of Contractor or a subcontractor of any tier, and (iv) any of the foregoing entities’ directors, officers, employees, or consultants, but shall not include any member of Customer Group.
2.7 "Customer" means the person or entity that enters into the Contract with the Contractor.
2.8 "Customer Group" means (i) Customer, (ii) Customer’s subcontractors of any tier, (iii) Affiliates of Customer or a subcontractor of any tier, and (iv) any of the foregoing entities’ directors, officers, employees, or consultants, but shall not include any member of Contractor Group.
2.9 "Documentation" means documentation and/or user manuals included with the Work, and any other materials provided to the Customer by the Contractor to supplement the Work and/or user manuals.
2.10 "Effective Date" means the date on which the Contract enters into full force and effect, as specified in the Contract.
2.11 "Gross Negligence" means an act or omission which is conscious and shows a voluntary disregard of the need to use reasonable care, and which is likely to cause foreseeable grave injury or harm to persons, property, or both.
2.12 "Intellectual Property" means all work of authorship, procedures, designs, inventions and discoveries, and, in each case, in all forms, formats, languages and versions.
2.13 "Intellectual Property Rights" means all right, title and interest in and to any Intellectual Property, in all territories, under any and all applicable bodies of law (including, without limitation, under the laws of copyright, patent trademark, trade usage and trade secrets), and all applications, registrations, renewals, extensions, restorations and resuscitations relating to any of the foregoing.
2.14 "Services" means the services that Contractor has agreed to provide to Customer under the Contract.
2.15 "Software" means the software and/or modules and/or applications that Contractor has agreed to provide to Customer under the Contract, and which may include software licensed from third parties, together with other software and/or applications subsequently delivered by Contractor to Customer and all updates, upgrades or future versions of the same.
2.16 "Tax" or "Taxes" means all federal, regional, local, income, alternative minimum, gross receipts, sales, value added, transfer, franchise, withholding, payroll, excise, stamp, environmental, custom, duty or other tax, governmental fee or other similar, together with any interest, penalty, addition to tax, as imposed by any Applicable Laws or taxing authority.
2.17 "Work" means the work to be carried out by the Contractor pursuant to the Contract and thus includes the supply of Software, Documentation and the performance of Services.
3.1 Contractor undertakes to perform the Work in accordance with the provisions of the Contract, in consideration for payment of the Contract Price by Customer to Contractor.
3.2 The Work and all requirements for the Work shall be exhaustively specified in the Contract. The Contractor shall have no responsibility or obligation in respect of the Work unless and to the extent expressly set out in the Contract.
3.3 If Conractor’s performance of the Work is in any way dependent upon or affected by Customer’s provision of any documentation, information, access or other kinds of work, then Customer shall provide the forgoing and otherwise perform all of its obligations as specified in the Contract in a timely manner so as to not delay Contractor’s performance of the Work.
3.4 Customer shall be responsible for and bear the risk in connection with the accuracy, suitability and completeness of all documentation, information and other work provided by Customer Group. Contractor is not responsible to control or correct such work or for any consequences that may occur as a result of Customer’s delay in providing such, or for default or errors therein. The foregoing shall also apply to all interfaces which are not specified to form part of the Work.
4.1 Subject to the terms and conditions of the Contract and the payment in full by Customer of the Contract Price, Contractor grants to Customer a perpetual, non-exclusive, non-transferable, limited license to use the Software and the Documentation. Use of the Software and the Documentation shall be limited to the use as specified in the Contract or if not so specified, limited to regular use.
4.2 Customer shall not allow the unauthorised use of the Software or the Documentation and will first notify Contractor and pay additional fees pursuant to Contractor’s then current price list for any additional use.
4.3 Unless specifically allowed for in the Contract, the Customer shall not copy, reproduce, modify, adapt, translate, reverse engineer, decompile, or disassemble the Software or the Documentation. Customer shall not develop derivative work which is intended to be functionally equivalent substitutes for the Software, the Documentation or parts thereof.
4.4 Full title to and ownership of the Software and the Documentation, including all copies, derivatives or future versions thereof, and all rights therein including without limitation all Intellectual Property and Intellectual Property Rights in or to the Software and the Documentation, shall remain with Contractor or its licensors. No Intellectual Property and Intellectual Property Rights, title or ownership in or to the Software and the Documentation or any part or modification or future version thereof is transferred to Customer.
4.5 Customer shall not remove or alter the Contractor’s or any third party’s ownership-, trademark-, copyright-, or other proprietary notices on the Software or Documentation.
4.6 Customer acknowledges that no software is error free. Customer shall be solely responsible for taking all precautions, such as data backup, testing and all other appropriate data security procedures, which are necessary in order to ensure that errors in the Software and the Documentation do not cause negative consequences.
5.1 If installation and commissioning Services are part of the Work, the following shall apply:
5.1.1 The parties shall agree on a date, time and location for installation and commissioning of the Software on Customer’s vessel or site.
5.1.2 The Contractor shall send to the vessel or site one or more representatives to act on behalf of the Contractor and to supervise installation and commissioning of the Software. The Customer shall ensure that the representative(s) has the necessary accesses to the vessel or site during normal working hours. Such access includes but is not limited to necessary security clearances. Customer shall ensure that Contractor’s personnel are allowed to perform the Services in a continuous manner and without interruptions.
5.1.3 Before Contractor’s representative(s) enter(s) the vessel or the site (as the case may be) the Customer shall (i) inform the Contractor of all relevant safety regulations in force at the vessel or site and (ii) ensure that the vessel or site complies with all Applicable Laws.
5.1.4 Contractor’s personnel shall be entitled to refuse to perform the Services if the working environment at the vessel or site (as the case may be) is deemed unsafe or dangerous according to standard industry practice in Western Europe.
5.1.5 The Customer shall ensure that the Contractor’s representative(s) shall be able to obtain suitable and convenient board and lodging.
6.1 The time for delivery shall be as stated in the Contract.
6.2 The Contractor shall be entitled to an extension of the time for completion if delay occurs due to: (i) any of the circumstances referred to in Clause 17, or (ii) variations under Clause 8 or (iii) an act or omission on the part of the Customer, its subcontractors or any other third party.
6.3 If the Contractor is entitled to an extension under Clause 6.2, such extension shall be sufficient, taking into account the total effect of the delay to the Contractor’s activities.
6.4 Delivery of the Software shall be considered as completed when the Software is first made available to the Customer.
Contractor will provide Maintenance & User Support (“M&S”) Services in accordance with Annex A – M&S Terms to these Standard Conditions.
8.1 The Customer may require variations in writing to the originally agreed scope of supply during the term of the Contract. Such request shall contain an exact description of the variation required. The Contractor may also request variations to the Work if deemed advisable or recommendable.
8.2 Within reasonable time after receipt of a request for a variation, the Contractor shall notify the Customer in writing of its proposal to implement the variation and the resultant adjustments to the Contract Price, the date of delivery and other terms of the Contract. The Contractor shall have no obligation to implement variations requested by the Customer until the parties have agreed in writing on the adjustments to the Contract Price, the date of delivery and other terms of the Contract.
9.1 The Customer’s use and access rights to the Work shall be subject to the timely payment of the fees contained in the Contract. Payment of all fees shall be made by Customer within thirty (30) calendar days receipt of a valid invoice from Contractor. Contractor is entitled to charge late payment interest on any late payment in accordance with the Norwegian Interest on Overdue Payments Act, calculated from the first day of late payment.
9.2 Customer shall pay for the Work in the currency stated in the Contract.
9.3 All prices are exclusive of sales, use, value added (VAT), Goods and Service (GST), and similar indirect taxes, import taxes and custom duties, whether imposed currently or in the future. In the event Contractor is required to pay any such indirect taxes, Customer shall reimburse Contractor according to Contractor’s instructions.
9.4 If any Taxes, which are not excluded under Clause 9.3, are required by Applicable Laws to be withheld from amounts paid or payable to Contractor, the Customer shall: (i) gross-up the price for the Tax, (ii) withhold and remit such Tax as required by Applicable Laws to the applicable tax jurisdiction, (iii) furnish to Contractor without undue delay, and under no circumstances later than hundred and eighty (180) days, a tax certificate from the relevant tax authority, or, if not available, other acceptable proof of payment of the Taxes paid to establish the withholding amount, its recipient, and its basis, as required by the Customer’s tax authorities.
9.5 To the extent beneficiary Tax rates are available under Clause 9.4, item (iii), Contractor shall provide to the Customer a Certificate of Residence document prior to payments being made.
9.6 Customer is responsible for paying all Taxes associated with its purchase(s) under the Contract. For the avoidance of doubt, Contractor shall always be responsible for Contractor’s income tax. Any increase or other changes in Taxes shall be carried by the Customer or Contractor in accordance with the liability for such Taxes in the Clauses above.
9.7 The Customer may direct Contractor in writing to invoice any of its Affiliates for sums payable under the Contract. Such direction from Customer must include a reference to the applicable vessel(s)/sites and the name, registration number, email and invoicing address of the Affiliate. Customer shall indemnify Contractor in the event that any such Affiliate fails to make payment of a valid invoice from Contractor in accordance with the Contract. Contractor may reject such Customer direction if it believes that such transaction will or may be in violation of any Applicable Laws. Customer shall not direct Contractor to issue invoices to an Affiliate which is directly or indirectly subject to sanctions where “sanctions” means any applicable economic, trade or financial sanctions laws, export control laws regulations, embargoes, or restrictive measures enforced, enacted or administered by any relevant and applicable authority. Customer shall indemnify and hold Contractor harmless with respect to all losses, damages, claims, expenses (including without limitation legal fees), fines and judgments incurred by Contractor as a result of or in connection with Contractor, at Customer’s direction, invoicing and receiving payments from an Affiliate, which is directly or indirectly subject to sanctions as defined herein.
9.8 All fees are subject to an annual price increase pursuant to the Norwegian Consumer Price Index, available at https://www.ssb.no/en/priser-og-prisindekser/konsumpriser/statistikk/konsumprisindeksen, with the first adjustment taking place twelve (12) months following the Contract Effective Date.
10.1 For the duration of the warranty period as specified in the Contract, or if no warranty period is specified, for a period of sixty (60) calendar days from the date when the Software was made available to Customer, Contractor warrants that the Software shall perform substantially in accordance with the specifications published in the Documentation.
10.2 Customer’s sole and exclusive remedy for any breach of the warranty provided under this Clause 10 shall be for Contractor to replace at no additional charge that portion of the Software found to be defective. If Contractor fails within a commercially reasonable amount of time to correct or replace the defective Software, Customer’s sole and exclusive remedy shall be to receive direct damages not to exceed the license fees then paid to Contractor under the Contract. Contractor does not represent or warrant, and Customer agrees that it has not relied on any such representations or warranties of Contractor, that the Software will meet all Customer’s requirements or that its operation will be uninterrupted or error free.
10.3 THE WARRANTY PROVIDED IN THIS CLAUSE 10 IS IN LIEU OF, AND CONTRACTOR DISCLAIMS, ANY AND ALL OTHER WARRANTIES, CONDITIONS OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN), WITH RESPECT TO THE WORK OR ANY PART THEREOF, INCLUDING ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, DESIGN DEFECT, MERCHANTABILITY, OR FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT CONTRACTOR KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOMER USAGE IN THE TRADE, OR BY COURSE OF DEALING. IN ADDITION, CONTRACTOR EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION TO ANY PERSON OTHER THAN CUSTOMER WITH RESPECT TO THE WORK OR ANY PART THEREOF.
11.1 The term of the Contract shall be specified in the Main Contract Document or another Contract document.
11.2 Each party may terminate the Contract in whole or in part for cause and with immediate effect if the other party: (i) is in material breach of any of its obligations hereunder and fails to remedy and cure the default within thirty (30) calendar days following written notice from the other party, or (ii) commits a material breach of the Contract which is not capable of remedy, or (iii) is repeatedly in breach of the Contract, or (iv) is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of their creditors, or goes into either voluntary, or compulsory liquidation or a receiver or administrator is appointed over their assets.
11.3 Each party may further terminate M&S Services in whole or in part for convenience in accordance with Annex A – M&S Terms to these Standard Conditions.
12.1 Upon termination of the Contract for cause by Contractor, all licenses hereunder shall terminate and Customer shall immediately cease use of and shall return to Contractor all copies of the Software and the Documentation.
12.2 In the event the Customer terminates the Contract due to Contractor’s breach, Customer shall be entitled to a pro-rata reimbursement of any fees pre-paid for the remainder of the Contract term following the effective date of termination.
12.3 Should Contractor terminate the Contract due to Customer’s material breach, Customer shall not be entitled to any reimbursement of fees paid.
13.1 In the event that any third party makes a claim or demands or initiates legal proceedings based upon a claim that any of the Work infringes such third party’s intellectual property rights (an "Action"), the Contractor will, subject to the provisions herein, defend and indemnify the Customer and keep him indemnified for costs and damages, provided that: (i) the Customer immediately informs the Contractor of such Action in writing; (ii) the Customer does not make any admissions that prejudices, or might prejudice the defence of the Action; (iii) the Contractor is given complete control over the defence of the Action and over all negotiations relating to the Action; and (iv) the Customer provides the Contractor with all assistance requested by the Contractor.
13.2 If the Customer becomes the subject of, or in the Contractor’s sole opinion there is a risk that the Customer could become the subject of an Action, the Contractor shall have the right, at its own expense and at its sole discretion to carry out an exchange or modification to the Work so that it no longer infringes the third party’s intellectual property rights.
13.3 The Contractor’s obligations as set forth above shall not apply and the Contractor shall not be responsible or liable for any infringement of third party intellectual property rights resulting from: (i) the use of its Work with any other software, documentation or equipment, if the infringement would not otherwise occur; (ii) any modifications to the Work not performed by the Contractor; if the infringement would not otherwise occur.
13.4 The parties agree that these Standard Conditions set forth the Contractor’s sole and exclusive responsibility and liability to the Customer in the event that the Work is held to infringe the intellectual property rights of any third party.
14.1 Contractor shall be responsible for and shall indemnify, defend and hold harmless Customer Group from and against any claims, losses, damages, costs (including legal costs), expenses and liabilities in respect of: (i) loss of or damage to property of Contractor Group arising directly or indirectly as a result of or in connection with the Contract whether such property is leased, owned or operated, as well as any deliverable under the Contract until its delivery to Customer, and (ii) personal injury including death or disease to any member of Contractor Group arising directly or indirectly as a result of or in connection with the Contract.
14.2 Customer shall be responsible for and shall indemnify, defend and hold harmless Contractor Group from and against any claims, losses, damages, costs (including legal costs), expenses and liabilities in respect of: (i) loss of or damage to property of Customer Group arising directly or indirectly as a result of, or in connection with, the Contract, whether such property is leased, owned or operated as well as any deliverable under the Contract after its delivery to Customer; and (ii) personal injury including death or disease to any member of Customer Group arising directly or indirectly as a result of, or in connection with, the Contract.
14.3 All exclusions and indemnities given under this Clause 14 shall apply irrespective of cause and notwithstanding the negligence or breach of duty (whether statutory or otherwise) of the indemnified party or any other entity or party and shall apply irrespective of any claim in tort, under contract or otherwise at law, but shall not apply in cases of Gross Negligence or wilful misconduct on the part of the indemnified party and shall not release the indemnified party from an obligation to mitigate any losses suffered by it or a member of its Group.
14.4 If either party receives a claim that the other party might be obliged to indemnify, the indemnifying party shall be promptly notified in writing about the existence and nature of the claim. Both parties shall provide reasonable assistance to each other in the defence of any such claim and neither party shall without the consent of the other settle a claim which shall be indemnified by the other party. If a legal proceeding is initiated against either party, whether by court action or arbitration, the other party shall have the right to be added to such proceeding as an additional party.
15.1 TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES OF WHATSOEVER NATURE, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, LOSS OF CONTRACTS OR LOSS OF BUSINESS, ARISING OUT OF TORT (INCLUDING NEGLIGENCE), CONTRACT, CASE LAW OR ANY OTHER LEGAL DOCTRINE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15.2 THE AGGREGATE LIABILITY OF CONTRACTOR AND ITS GROUP FOR ANY CLAIM WHETHER IN CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION WILL UNDER NO CIRCUMSTANCES EXCEED THE TOTAL FEES PAID BY CUSTOMER TO CONTRACTOR DURING THE IMMEDIATELY PRECEDING 12-MONTH PERIOD BEFORE THE DATE ON WHICH THE CAUSE OF ACTION FIRST AROSE. IN THE EVENT THE WORK IS PROVIDED FREE OF CHARGE UNDER THE CONTRACT THEN THE AGGREGATE LIABILITY OF CONTRACTOR AND ITS GROUP FOR ANY CLAIM WHETHER IN CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION WILL UNDER NO CIRCUMSTANCES EXCEED EUR 5.000.-. FOR THE AVOIDANCE OF DOUBT, THE LIMITATIONS OF LIABILITY IN THIS CLAUSE 15 DO NOT APPLY TO THE INDEMNITIES IN CLAUSE 14.
15.3 The Customer and the Contractor intend that their respective rights, obligations and liabilities as provided for in this Contract shall be exclusively set forth herein and thus exhaustive of the remedies, rights, obligations and liabilities that may arise in respect or in consequence of a breach of contract or of statutory duty or a tortious or negligent act or omission at statutory and/or common law.
16.1 The parties shall treat as confidential and shall not disclose Confidential Information received from the other party to any employee or third party unless the employee or third party have a need to know such proprietary information in order to carry out work in support of the Contract. The parties shall not use such Confidential Information for any other purpose than to carry out work in support of the Contract as well as to the extent necessary to make use of the Software and Documentation for the permitted purpose pursuant to the Contract. The parties shall ensure that any third party given access to the Confidential Information is bound by confidentiality obligations no less strict than those set forth herein.
16.2 If the Contract is terminated or cancelled, any Confidential Information exchanged between the parties shall be promptly deleted together with any copies thereof.
16.3 The confidentiality obligations and use restrictions set forth herein do not apply to Confidential Information which the receiving party can properly demonstrate by documentary evidence: (i) is already known to the receiving party at the time it is obtained from the disclosing party, free from any obligations to hold such information in confidence, or (ii) is independently developed by the receiving party, or (iii) has become publicly known, or (iv) is rightfully received from a third party without restrictions, or (v) is required to be disclosed by law, regulation, court order, or the rules of any securities exchange, or (vi) is approved for release or use by prior authorization in writing by the disclosing party.
16.4 This Clause 16 shall survive the Contract for a period of ten (10) years following the expiry or termination of the Contract.
Any delay in the performance of any duties or obligations of either party (except the payment of any amounts owed) will not be considered a breach of the provisions of the Contract if such delay is caused by restrictions or changes in Applicable Laws, epidemics or pandemics, labor disputes, acts of God, terror, war, civil unrest, third-party mechanical or other equipment breakdowns, fire, explosions, fiber optic cable cuts, interruption or failure of telecommunication or digital transmission links, Internet failures or delays, cyber-attacks, storms or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.
18.1 The parties shall comply with Applicable Laws, including without limitation Norwegian, EU, US and UN laws and regulations, relevant for the import, export or re-export of the Work. If Contractor, in its sole discretion, should determine that the delivery of the Services, Software or Documentation in any manner would not be in full compliance with any such Applicable Laws, then Contractor shall have the free right to declare that any such delivery obligation is null and void, without any consequence or liability whatsoever.
18.2 In addition to the foregoing, Customer shall not export, re-export, transfer in-country, or provide access to the Software or Documentation into (or to a national or resident of) Cuba, North Korea, Iran, Syria, the Crimea Region of Ukraine, Russia, or any other country to which the U.S., UN, EU, or other governmental authority has imposed a comprehensive embargo; or to anyone on any restricted party lists, maintained under any applicable trade controls, including those restricted party lists maintained by (1) OFAC (including, without limitation, the Specially Designated Nationals List); (2) the U.S. Department of Commerce, Bureau of Industry and Security (including, without limitation, the Entity List); (3) the EU; (4) the UN; or (5) any other applicable governmental authority (collectively, “Restricted Party Lists”). Customer further warrants that neither the Customer, nor any of its respective directors, officers, agents, employees or other authorized persons acting on behalf of it is, or is, directly or indirectly, 50% or more owned, individually or in the aggregate, by or is acting on behalf of, one or more individuals or entities that are currently on any of the Restricted Party Lists.
18.3 A breach by the Customer of any such laws and regulations shall be deemed a material breach of this Contract and the Customer shall indemnify, defend and hold Contractor harmless from and against any claim, damage and cost arising out of or in connection with such breach. Contractor is also entitled to terminate this Contract with immediate effect without any further liability to the Customer, including payment of any compensation.
19.1 Customer’s rights and obligations under the Contract may not be assigned, sublicensed, or otherwise transferred, voluntarily or otherwise, including in the case of mergers, without Contractor’s prior consent.
19.2 Contractor has the right to, without prior notice or approval, assign or transfer any of its rights and obligations to (i) any Affiliate or (ii) to any entity in the event of a transfer of Contractor’s business related to the Work.
The parties agree that should any provision of this Contract violate any Applicable Laws, such provision shall be deemed severable and modified to comply with such Applicable Laws to the extent such modification will give meaning to the intent of the parties.
Except as expressly stated elsewhere in the Contract, all covenants, warranties, indemnities, representations, acknowledgements and agreements in the Contract, which by their nature extend beyond the day of which this Contract comes to an end, shall survive and not be affected by termination of the Contract.
22.1 This Contract and any action related thereto will be governed and interpreted by and under the laws of Norway, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction.
22.2 Customer hereby expressly consents to the personal jurisdiction and venue in Oslo, Norway. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Contract. The laws of the jurisdiction where Customer is located may be different from Norwegian law. Customer shall always comply with all Applicable Laws that apply to its purchase and use of the Software.
22.3 Any dispute or difference arising out of or in connection with this Contract, including any question regarding its existence, validity or termination, shall be finally settled in accordance with the Norwegian Arbitration Act (the "Rules"). It is agreed that (i) the dispute shall be settled by a sole arbitrator appointed in accordance with the Rules; (ii) the place of arbitration shall be Oslo, Norway; (iii) the language of arbitration shall be English; and (iv) any arbitrator appointed must be fluent in written and spoken English. The arbitration award shall be final and binding upon both parties.
23.1 The parties shall agree upon any press releases or communications with similar effect relating to this Contract or the performance of any obligations hereunder.
23.2 Notwithstanding the foregoing, Contractor may publish a notice about the Contract, as well as use the Customer's name and logo for marketing purposes on its website and social media platforms. The Customer grants Contractor the right to use the Customer’s Intellectual Property Rights pertaining to the Customer’s name and logo solely for this purpose.
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