Ankerdb's terms and conditions
1. Background
1.1 The following terms and conditions (the "T&C") govern the relationship between you (the "Customer") and Ankerdb AS ("Ankerdb", "we", "us" or "our") in respect of Customer's and the Users' (as defined below) use of the Services (as defined below). By signing the Subscription Confirmation, Customer agrees to be bound by these T&C, together with the Terms of Subscription and accompanying documents, which forms the entire agreement (the "Agreement") between the Customer and Ankerdb.
1.2 "Services" shall mean the Anker services, its contents and material, as well as all services made available by Ankerdb through ankerdb.com.
1.3 "User" shall mean anyone authorized by the Customer to use the Services made available to the Customer under the Agreement. The Customer is responsible for the User being compliant with the T&C and for ensuring that the T&C are known to the User.
2. Customers "Ankerdb" account(s)
2.1 Account(s) are needed in order to use the Services. To protect Customer's and any Users' Ankerdb Accounts, passwords and other login details shall be kept confidential by Customer. Ankerdb will not be liable to the Customer in respect of any loss arising from Customer's failure to keep these details confidential. The Customer is responsible for the activity on or through a Ankerdb Account.
3. License to use the services
3.1 Subject to, and on condition that, Customer complies with the Agreement, Ankerdb hereby grants Customer a non-exclusive, non-transferable, non-sublicensable, limited license to use the Services as provided by Ankerdb in the manner permitted by these T&C.
3.2 The term of Customer's license under this Agreement shall commence on the date specified in the Subscription Confirmation and ends on the earlier date of either the Initial Subscription Period, the Renewal Subscription Period, or Customer's or Ankerdb's termination of this Agreement, cf. section 12.
3.3 Customer is responsible for configuring Customer's information technology, computer programs and platform in order to access the Services.
4. Intellectual property
4.1 Ankerdb retains all right, title and interest in and to the Services, including, but not limited to, all copyrights, trademarks, trade secrets, design rights, database rights, trade names, service marks, domain names, logos, goodwill, knowhow, proprietary rights, and patents whether registered or not and all applications thereof. This Agreement does not grant Customer the right to use any branding or logos used in the Services. All rights not expressly granted to Customer herein are reserved by Ankerdb.
4.2 Ankerdb will indemnify, protect, defend or settle (at Ankerdb's expense) and hold harmless Customer, its directors, officers, employees, agents, representatives, successors, assigns, and customers ("Indemnitees") from all liabilities and all other obligations and proceedings, and all fines and penalties imposed upon Indemnitees and all reasonable attorney fees and any other costs of litigation claimed by any third party whose intellectual property rights are or is alleged to be infringed arising from Customer's purchase or use of Services supplied under this Agreement. All such obligations of Ankerdb to indemnify, hold harmless, protect, and defend Customer are in addition to Ankerdb's warranty obligations and all other rights or remedies of Customer and will survive acceptance and use of, and payment for, the Services, and completion, termination, or cancellation of this Agreement. Ankerdb's obligations herein is conditional upon prompt notification to Ankerdb of any alleged infringement without undue delay. Customer may not make any settlement without Ankerdb's prior written consent.
4.3 If an injunction or order requires Customer to stop using all or any portion of the Services because of a claim of infringement or other violation of a third party's rights, or if Ankerdb believes there is a reasonable likelihood that all or any portion of the Services or Customer's use of the same infringes upon or violates such rights, Ankerdb shall use commercially reasonable endeavors, at its expense to promptly either:
(I) Procure for Customer the right to continue using the Services, or
(II) Replace or modify the Services so that they become non-infringing, provided such substitute or modified Services are functionally equivalent to the original or otherwise meets Customer's needs, and is compatible with the same items as the original, and further provided that Ankerdb reimburses Customer for data conversion and other costs reasonably incurred by Customer as a result of such modification or replacement.
4.4 If Ankerdb is unable to carry out one of the foregoing options within a reasonable time, Customer may terminate this Agreement according to section 2. In addition, Ankerdb will refund to Customer the pro rata unused portion of the Subscription fees paid to Ankerdb for the use of the Services, as applicable.
5. Use of services
5.1 Customer agrees not to:
5.1.1 reproduce, duplicate, copy, disassemble, publish, modify, create derivative works from or otherwise exploit the Services or any part thereof. This shall not exclude the Customer from normal and intended use of the Services;
5.1.2 sell, rent or sub-license material from the Services unless explicitly allowed;
5.1.3 remove, obscure or modify any copyright, trademark or other proprietary rights or notices contained on or within the Services, falsify or delete any author attributions, legal notices or other labels of the origin or source of the material;
5.1.4 use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services;
5.1.5 use the Services in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;
5.1.6 use the Services to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit, or any other malicious computer software; or
5.1.7 conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our Services without Ankerdb's explicit written consent.
5.2 The Services may include measures to control access to the Services, prevent unauthorized copies, or otherwise attempt to prevent anyone from exceeding the limited rights and licenses granted under this Agreement. Customer may not interfere with such access control measures or attempt to disable or circumvent such security features.
6. Use of data
6.1 Customer hereby grants Ankerdb the right to collect the Data generated by and provided by the Customer as part of the Customer's use of the Services. Customer shall ensure that Data provided to Ankerdb is complete and correct, and is responsible for having obtained any consents, etc. necessary to legally share the Data with Ankerdb. Subsequently, Ankerdb will use its best efforts to implement Data provided from Customer correctly into the Services.
6.2 The Customer shall identify any legal or official requirements that the Customer is subjected to and that requires implementation of specific measures by Ankerdb when performing the Services as part of the Agreement, for example in relation to Ankerdb's use, collection and/or storing of Data. Such requirements may include, but are not limited to, requirements in the Norwegian Security Act related to classified information. The Customer shall be responsible for specifying and submit to Ankerdb in writing any such requirements that are applicable to the Services by Ankerdb, prior to the commencement of Ankerdb's Services. The Customer has the sole responsibility for the compliance with any such legal requirements and shall pay any costs of complying with such requirements applicable to the Customer and its activities. In the event of amendments to such requirements that affect the activities of the Customer that occasion a need for changes to the deliverables subsequent to the conclusion of the Agreement, the Customer shall cover the costs associated with such changes and any additional work.
6.3 If Customer does not fulfill its obligation to share Data in accordance with this section, Ankerdb may terminate this Agreement according to section 12.
6.4 Ankerdb may use and compile the Data in aggregated form as basis for analyses, statistics, studies, reports and development of products and services for other business sectors, including for the Services, in order to utilize Data Derivatives. The term "Data Derivatives" means non-public Data that is displayed or incorporated (in any format) in such way that the Data cannot be specifically identified as related to Customer or User, either directly or by reverse engineering. For the avoidance of doubt, Data Derivatives shall not include Confidential Information.
6.5 For these purposes, Customer hereby grants Ankerdb a royalty free, perpetual license to use, reproduce, distribute, modify, adapt, create derivative works, make publicly available, and otherwise utilize Data Derivatives. The license survives the expiry or termination of the Subscription.
6.6 Ankerdb may not disclose to third parties or use any Data except as set out in this section or as is reasonably necessary to perform its other rights and obligations under this Agreement (including disclosing Data as authorized by the Customer) or to comply with any legal, regulatory, or similar requirements. Ankerdb may not distribute Data in a manner that is identifiable as the Customer's data without first obtaining the prior written consent of Customer.
7. Modification, termination and temporary suspension of services
7.1 Ankerdb may add or remove functionalities or features of the Services. Ankerdb will inform Customer of any adverse substantial change to the functionalities or features of the Services prior to implementation. If Ankerdb decides to permanently suspend or stop the Services, Ankerdb shall give Customer three (3) months prior written notice thereof. Suspension of Services will not entitle the Customer to claim compensation or other reimbursement.
7.2 Ankerdb is, if necessary, entitled to temporarily suspend the Services due to technical, operational, or maintenance-related matters or in other special situations. In such cases, Ankerdb will make its best efforts to provide Customer with prior notification. Such temporary suspensions will not entitle the Customer to claim compensation or other reimbursement.
8. Amendments to the T&C
8.1 Ankerdb may upon notice (by e-mail, within the Services, or by any other means by which the recipient obtains such notice) change these T&C. The changes will become effective upon such notice, except if otherwise specified. If Customer does not wish to accept the changed T&C, then Customer and Users may no longer access or use the Services.
9. Warranties
9.1 Performance
9.1.1 Ankerdb warrants that:
(I) The Services will substantially be free from material defects;
(II) The Services will substantially perform in accordance with and include the functionality described at the website ankerdb.com and app.ankerdb.com;
(III) Ankerdb possesses the skills and professional ability requisite to perform Services and will perform the Services in accordance with the standards of professional and ethical competence and integrity in Ankerdb's area of business; and
(IV) The functionality of the Services will not be materially affected by the existence of a leap year or daylight-saving time.
(V) shall make reasonable effort to ensure continued service availability and limited downtime.
9.2 Intellectual Property
9.2.1 Ankerdb represents that:
(I) It has not infringed or otherwise violated any statutory or other rights of any third party in or to any intellectual property rights including copyrights, patents, trade secrets, and trademarks, and neither performance of this Agreement nor Customer's exercise of Customer's rights under this Agreement will infringe or otherwise violate any of the foregoing; and
(II) No third party has asserted, is asserting or, to Ankerdb's knowledge, has or will have any reasonable basis to assert a claim of any of the foregoing.
9.3 Authority
9.3.1 Ankerdb represents that Ankerdb owns or otherwise has sufficient rights in the Services to grant to Customer the rights to use the Services.
9.4 Viruses
9.4.1 Ankerdb warrants that it will use reasonable efforts to screen for and identify harmful or malicious code and to prevent transmission to Customer of any harmful or malicious code such as computer viruses or "Trojan horses". Ankerdb may utilize session cookies while providing Services to Customer. Customer shall use virus protection software according to industry standard.
9.5 Content
9.5.1 Ankerdb warrants that, for the duration of this Agreement, none of the content in the Services will:
(I) Violate any law, statute, ordinance or regulation, including, but not limited to, laws and regulations governing export control, unfair competition, privacy, anti-discrimination or false advertising;
(II) Be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; or
(III) Be obscene, pornographic or indecent.
10. Limitation of liability
10.1 Ankerdb shall not be liable for indirect, special, incidental, punitive or consequential damages whatsoever resulting from access, use or malfunction of the Services, including but not limited to, damages to property, loss of goodwill, computer failure or malfunction and, to the extent permitted by law, loss of data, lost profits, loss of goodwill, interruption of business or punitive damages from any causes of action arising out of or related to this Agreement.
10.2 Ankerdb shall not be liable for direct or indirect loss whatsoever resulting from failures in network or content services, hardware or software delivered by a third-party vendor or subcontractor, and any other circumstances related to third-party software or services that are included in the Services.
10.3 In no event shall Ankerdb's liability for damages (except as required by applicable law) exceed the Subscription fees paid by Customer for use of the Services during a calendar year. This shall not apply in the case of managerial personnel's gross negligence or willful misconduct.
11. Indemnity
11.1 Ankerdb shall defend, indemnify, and hold Customer and its subsidiaries and affiliates harmless from and against any claim related to this Agreement, howsoever arising, concerning:
(I) Personal injury to or loss of life of any personnel of Ankerdb or any of its subsidiaries or affiliates; and/or
(II) Loss of or damage to any property of Ankerdb or any of its subsidiaries or affiliates.
11.2 This applies regardless of any form of liability, whether strict or by negligence, in whatever form, on the part of Customer or any of its subsidiaries and affiliates.
11.3 Customer shall defend, indemnify, and hold Ankerdb and its subsidiaries and affiliates harmless from and against any claim related to this Agreement, however arising, concerning:
(I) Personal injury to or loss of life of any personnel of Customer or any of its subsidiaries or affiliates; and/or
(II) Loss of or damage to any property of Customer or any of its subsidiaries or affiliates.
11.4 This applies regardless of any form of liability whether strict or by negligence, in whatever form, on the part of Ankerdb or any of its subcontractors, subsidiaries or affiliates.
11.5 The indemnifying Party's obligations under this section is conditional upon the indemnifying Party being promptly notified of the claim without undue delay, and that whenever possible the indemnifying Party is given the right to take over the treatment of the claim (including but not limited to proceedings and settlement discussions) which may result in liability according to this section. The indemnified Party may not make any settlement without the indemnifying Party's prior written consent.
12. Termination
12.1 Customer's access to the Services ceases when the Subscription expires or is terminated for convenience in accordance with the Subscription Confirmation.
12.2 Ankerdb may restrict Customer's access to the Services at any time if Customer breaches any of the terms mentioned in the T&C.
12.3 In the event of a Party materially breaching the Agreement, the other Party may, after giving the Party that is in breach written notice and no less than thirty (30) days after receipt of the notice to rectify the breach, terminate the Agreement for breach with immediate effect. A Party may immediately terminate the Agreement if the other Party files for bankruptcy, becomes insolvent or makes an assignment for the benefit of creditors.
12.4 Ankerdb may at any time terminate the Agreement with immediate effect by notice in writing to the Customer if; a) Customer has breached any provision of this Agreement and fails to remedy that breach within thirty (30) days of notification; or b) Ankerdb is required by law to do so.
12.5 Upon termination of the Agreement, irrespective of the reason:
(I) Customer shall promptly cease accessing and/or use the Services;
(II) Ankerdb shall return any Data to Customer without undue delay; and
(III) Ankerdb shall retain the right to utilize Data Derivatives as specified in section 6.
13. Choice of law and dispute resolution
13.1 The Agreement shall be exclusively governed by and construed in accordance with Norwegian law, without giving effect to any choice or conflict of law provisions (whether of Norway or any other jurisdiction).
13.2 Any disputes that may arise from the Agreement that cannot be amicably resolved between Ankerdb, and Customer shall be referred to the ordinary courts of Norway, with the district court of Oslo as the agreed venue in the first instance.
14. Miscellaneous
14.1 Subcontracting
14.1.1 Ankerdb may subcontract any of its obligations under this Agreement but will remain liable for all subcontracted obligations and its subcontractors' acts or omissions as for its own acts and omissions.
14.2 Assignment
14.2.1 Neither Party may assign this Agreement without the other Party's prior written consent, which may not be withheld without reasonable cause. Consent is not required in case of a business transfer (as such term is defined under applicable labor law). Furthermore, Ankerdb may, without the Customer's prior consent, assign the Agreement to any of its subsidiaries or affiliates.
14.3 Severability
14.3.1 If any provisions of the Agreement are found invalid or unenforceable, the provision shall be enforced to the maximum extent permissible, and the other provisions of the Agreement will remain in force.
14.4 Entire Agreement
14.4.1 The Agreement constitutes the entire agreement between Customer and Ankerdb, and the Agreement supersedes any other prior or contemporaneous agreements, terms and conditions, written or oral concerning their subject matter. Any terms and conditions appearing on a purchase order or similar document issued by Customer do not apply to the Services, do not override or form a part of this Agreement, and are void.
14.5 Customer References
14.5.1 Ankerdb is allowed to name Customer as a client for reference purposes in its marketing efforts and may strictly for the purpose thereof use Customer's tradenames and logos.
14.6 Confidentiality
14.6.1 All information that will be exchanged between the Customer and Ankerdb, that concerns business-related and product-related information of importance to the Parties in their respective business arrangements, hereunder this Agreement, shall be deemed to be Confidential Information and shall be dealt with accordingly. Confidential Information includes any information disclosed by a Party ("Disclosing Party") to one or more other Parties ("Receiving Party"), in whatever form (including orally) which is identified as ‘Confidential' or ‘Secret', or from which a reasonable person under the circumstances must have known that the information is confidential.
14.6.2 Confidential Information shall not include any information which:
(I) Is already in the public domain or becomes available to the public through no breach of the Agreement;
(II) Is received by a Party independently from any third party which is not bound by any confidentiality obligation with respect to such information;
(III) Was already lawfully in the possession of the Receiving Party before its disclosure under the Agreement took place;
(IV) Is independently developed by a Party; or
(V) Is required by law to disclose.
14.6.3 If the Receiving Party is in any doubt whether an information asset is encompassed under this confidentiality clause, the Receiving Party shall present the matter to the Disclosing Party for the Disclosing Party's decision of whether the information asset is to be considered as Confidential Information. The Parties shall maintain strict confidentiality with respect to Confidential Information, and without the prior written consent of the Disclosing party not distribute, disclose or disseminate Confidential Information to any other person other than those of its employees or advisors who reasonably need to know such information for the purpose of the performance under the Agreement. The Parties shall also ensure that all people to whom the Confidential Information is disclosed under the Agreement are aware of the terms of this clause and shall ensure that they shall at all times comply with it. The Confidential Information shall be used solely for the purposes of which it was disclosed. Except as otherwise authorized or required in furtherance of the purposes of this Agreement, the Receiving Party will upon a request of the Disclosing Party either:
(I) Return to the Disclosing Party all Confidential Information and all documents or media containing any such Confidential Information and all copies or extracts thereof; or
(II) Destroy the Confidential Information and confirm in writing to the Disclosing Party that this has been done.