The purposes of these terms (the “Terms”) are to agree for the use of the Customer Data Platform (the “Service”) as provided by Lily AS (the “Supplier”) for the company entering into these Terms (the “Customer”) and establish requirements for the use of the Service provided by the Supplier.
The person accepting into the Terms on behalf of the Customer represent and warrant to have a due authorisation from the Customer to enter into these Terms and to bind the Customer to all these Terms and by accepting the Terms and using the Service, to enter into an agreement between Lily AS AS and the Customer.
Please read the Terms carefully, as they form the requirements for the Service with the Customer’s rights and obligations and retain a copy of the Terms for the record.
The Service comprises transferring, collecting, storing, analyse, etc. data the Customer provide, transfer or make available either by itself or throughout affiliates, suppliers or third parties, in order for the Supplier target advertising or communication with the customers or other parties affiliated with the Customer. The Service and the parts of the Service, functionality, specification etc. are described on the Suppliers web-page or information made available to the Customer prior to accepting and entering into these Terms.
As a consequence of the Supplier providing the Service, the Customer must make available or provide for making available the data and information which the Customer shall use in the Service. Such data or information may be regarding the Supplier’s customers/users by giving the Supplier access to where the data are stored (such as a database, server, CRM-system, mailing system etc.) unless the Supplier has already such access, whereupon the Customer authorises the Supplier to access and transfer the data and any other tasks required to perform the Service.
Your ability to access and use the Service require the payments of fees, see “Charging for the use of the Service”.
You acknowledge and agree that the Customer’s use of the Service may require equipment and/or software that the Customer may need to access or use the Service and that the Supplier shall not provide or be responsible in any way for such equipment and/or software.
The Service may include links that will take the Customer to other websites. Such linked sites are provided by the Supplier to the Customer as a convenience, and the inclusion of such links does not imply any endorsement by the Supplier or the Service of any linked sites.
See also “Quality of Service. Updates” with regard to the delivery of the Service.
In order, to gain access to and use the Service, the Customer will be required to create an account and to provide the necessary information.
All information that the Customer provides to the Supplier must be current, complete, and accurate and must be kept up to date within the Service or by notification to the Supplier on a prompt, timely basis. The Customer agrees that the Supplier may act in reliance, without investigation, upon any of the Customer’s information.
The Customer is solely responsible for all activity occurring in the Customer’s account. The Customer must keep the Customer’s user name and password confidential and must not share the Customer’s information with third parties. Any person using the Customer’s login information is conclusively deemed to have actual authority to use the Service and consequently to access to data and information and are deemed authorised and approved by the Customer, and the Customer hereby agrees to indemnify, defend, and hold the Supplier harmless from any claims or damages arising from or relating to any such use.
If the Customer intends to authorise employees and/or other persons to use the Service through the Customer’s account, the Customer agrees to cause all other persons who access the Service through the Customer’s account to comply with these Terms.
The Supplier will from time to time, update the Service and carry out updates and maintenance of the Service, due to technical, security or operational reasons, during which time the Service might be unavailable. The Supplier will make reasonable efforts to arrange updates and maintenance outside of peak usage hours.
The Customer understands and accepts that the Service is continuously developed, contains complex code and functionality, and consequently may include technical errors/bugs, interruptions, inaccuracies and/or typographical errors, and changes to functionality and layout may be carried out.
The Supplier offers no guarantees and assumes no responsibility or liability of any kind with respect to services from affiliates or third-parties, including without limitation any liability resulting from incompatibility between the Service and any third-party services.
The Supplier bears no responsibility or liability for the deletion or accuracy of any information or data provided to the Service by the Customer.
The use of the Service will require payment of any fees to the Supplier. Information on such fees, inclusive price and payment terms are provided when signing up for the Service or included on the Supplier’s website. The Supplier may require payment in advance to accessing the Service, and additional payment on the use of the Service after the end of the month.
In addition to the fees above, taxes, such as sales tax (VAT) may be imposed in the Customer’s jurisdiction, and the Supplier is not responsible for paying any such fees, charges and taxes.
The Supplier may in addition require payment upon renewal of the term for the Service, see “Term and termination”, and may terminate the Service if such payment is not made.
The Supplier may charge interest on late payment if payment is not due. The fees for the Service may be adjusted and increase upon renewals of the Service.
The Supplier reserves the right, at its sole discretion, to deny access to the Service at any time, and for any reason whatsoever, including without limitation, if the Terms and any applicable law is not complied with.
You agree not to:
You agree that the Customer is solely responsible for avoiding any actions that may be deemed to be violations of such laws and regulations and that the Supplier shall bear no responsibility or liability for any such violations committed by the Customer in connection with the Customer’s use of the Service.
The Customer holds all rights to information and data provided to the Supplier as part of the Services. Upon termination of these Terms, the Supplier shall delete or return the information and data upon the instruction of the Customer. The Supplier may charge a fee for any work on returning the information and data to the Customer.
The Customer represents and warrants that the Customer is the owner or authorised user of all information and data related to the Customer’s use of the Service and that neither the Supplier nor any of its affiliates shall be liable for any information or data the Customer transfer or use in the Service, including without limitation intellectual property or data protection. For data protection, see “Processing of Personal Data”.
Upon payment of the fee for the Service, the Customer is granted a limited, worldwide, royalty-free, non-assignable, non-sublicensable and non-exclusive license to use the Service, inclusive any software as part of the Service, for the Customer’s use in its own business. This license is for the sole purpose of enabling the Customer to use the Service, subject to these Terms.
The Service is licensed and not sold to the Customer solely for the Customer’s use under the terms and conditions of these Terms and the license granted herein. The Supplier retains all rights to the Service as described in “The Supplier’s Rights”.
The Customer is prohibited from reselling or acting as an agent for any component of the Service without the Supplier’s prior express written consent.
All rights, title to and interest in the Service (excluding the information and the data the Customer provide as described under d“) are and will remain the exclusive property of the Supplier. The Service and its content are protected by copyright and other intellectual property rights in the country the Customer resides as well as under international treaties on intellectual property rights.
The Customer’s use is granted a limited license for the use of the Service as described under “License for the use of the Service”.
All brand names, product names, trade names, domain names, graphics, logos, service marks and trademarks relating to the Service are the property of the Supplier or affiliates of the Supplier providing functionality or services as part of or connected to the Service, and the Customer is prohibited from using these for any purpose without the Supplier’s prior express written consent. The Supplier and its affiliates retain all rights, titles, and interest in and to the above said, including all intellectual property rights, which are not to be removed, added to, or altered in any way or to remove copyright notices or other proprietary rights or marks associated with or included in the Service.
Upon the expiration or other termination of these Terms, inclusive by the Customer’s breach of the Terms, this license will immediately and automatically cease except to the extent that the Customer’s data is stored or otherwise retained by the Supplier if the Supplier has a right or obligation to store the data.
The Customer is bound to and accepts not use any intellectual rights of the Supplier also after the termination of the Terms, regardless basis for termination.
Personal data is any information that identifies or could be used to identify any other physical persons.
The Customer may transfer personal data to the Supplier as part of the Service, and the Supplier will process personal data on behalf of the Customer. The Customer will decide the purpose and means for the processing of personal data and is then regarded as the controller of the personal data. The Supplier is processing personal data on behalf of the Customer and is regarded as the processor of the personal data.
The Customer and the Supplier have entered into a data processing agreement comprising the processing of personal data the Suppler perform on behalf of the Customer upon providing the Service. The data processing agreement is an attachment to these Terms and is considered to be part of the agreement entered into by the Supplier and the Customer.
The Supplier will also comply with any Norwegian and EU privacy regulations on the processing of personal data.
The Service is provided “as-is” on an as-available basis and without any warranty of any kind, inclusive but not limited to warranty for merchantability, fitness for any particular purpose, compatibility, workmanlike effort, accuracy, availability, and/or non-negligent performance other than as described by the Supplier under the terms of these Terms.
The Customer agrees to indemnify, defend and hold harmless the Supplier and its partners from all claims, liabilities and expenses that arise from the Customer’s misuse of the Service or any breach of the Terms or applicable laws, inclusive any infringement of any intellectual property, proprietary information, violation of privacy or other rights by the Customer or by any person using the Customer’s login information, whether or not such use was authorised by the Customer.
The Supplier shall not be liable for any indirect damages, including, without limitation, incidental and consequential damages, loss of profits or business opportunities, business interruption, or damages resulting from loss of confidentiality, data or loss of access to the Service, inclusive the quality of the Service as further described in “Quality of Service. Updates”.
In any event, the Supplier’s total liability shall not exceed the amount paid by the Customer for the Service during the last 12 months prior to the incident that causes the liability.
The agreement which these Terms constitute is entered into for a term of one year which is renewed continuously and automatically for another year upon the anniversary for the period if not terminated in writing by one of the parties with three months’ notice prior to the anniversary and renewal of the term.
If the Customer is in breach of these Terms or the Privacy Notice, the Supplier may, at its sole discretion, terminate the Customer’s access to or use of, the Service, without prior notice. Upon such termination, the Customer is not entitled to any return of fee for the remaining term.
Force Majeure means any circumstances beyond the reasonable control of either party, including, without limitation, fire, explosion, pandemics, strikes or other labour disputes, riots or other civil disturbances, voluntary or involuntary compliance with any law, order regulation, recommendation or request of any governmental authority, and errors or downtime in networks, power supply, gateway or similar failures of communication and failures of third-party service providers (including providers of internet services and telecommunications). Neither party will have any liability, other than for the payment of money owing, for their failure to perform any of their contractual obligations arising out of or in connection with events of force majeure.
The Supplier can use the Customer’s logo, trademarks, and trade names in its marketing materials, including website, email, social media, and press releases. The Supplier may use quotes provided by the Customer in marketing materials, including website, email, social media, and press releases. The Customer will participate in a promotable case study, which will require minimal time from Customer.
The Supplier is entitled, in whole or in part, to assign its rights and obligations under the Terms to a third party at its own discretion.
The Supplier’s failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision unless expressly agreed by the Supplier in writing by a duly authorised officer of the Supplier.
The Supplier may need to inform the Customer by providing the Customer on the Service, such as service announcements and administrative messages, by the email address provided by the Customer, or by posting information on the Supplier’s website. The Customer is responsible for updating the Customer’s contact information so the Customer can receive information from the Supplier.
The Supplier may amend these Terms from time to time, and inform the Customer and/or posts amendments to the Terms on the Supplier’s website. The Customer agrees to regularly check the Terms and the Supplier’s Privacy Notice on the Supplier website to view the current Terms and Privacy Notice with any amendments.
Any amendments shall be construed as an amendment to the agreement entered into by the Customer and the Supplier and will become effective when noticed or at a later time if stated. If there is a conflict with any other terms and conditions of these Terms shall supersede any such conflicting terms or conditions.
By using the Service after such revised terms are posted, the Customer agrees to be bound by any such revised terms at the effective time. If the Customer does not accept parts or all amendments, the Terms and the Agreement entered into will terminate, and the Customer may not continue to use the Service.
These Terms and the agreement entered into by the Customer, and the Supplier which these Terms constitute by the Customer’s use of the Service shall be governed by and interpreted in accordance with Norwegian law.
Any dispute or claim arising out of or in connection with the Terms shall be subject to the jurisdiction of the Norwegian courts with the district court of Oslo, Norway as the legal venue.
You acknowledge and agree that separate from any proceedings, the Supplier may also seek injunctive or equitable relief in a court of competent jurisdiction to prevent irreparable injury to it, its trademarks and other marks as included in “Intellectual Property Rights”, and/or other intellectual property, and in such proceeding, the Customer consent to the jurisdiction of such a Court.
Lily AS (the Supplier) is a company registered in Norway with the registered address and contact information:
Edvard Storms gate 2
Business reg. no: 913 275 454