SOFTWARE AS A SERVICE AGREEMENT

Between Markviss AS and Customer

IMPORTANT: BY BECOMING A MARKVISS CUSTOMER AND UTILIZING ITS SERVICES, YOU AGREE TO THIS AGREEMENT. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING MARKVISS’S SERVICES.

The following is an overview of the terms governing the use of Markviss services:

  1. Markviss AS, a Norwegian limited company (“Markviss”), provides services on a subscription basis, granting you access to its software platform.
  2. Your data remains your property and responsibility. Markviss will not access, use, or disclose your data without your explicit permission, except as required to provide the Services or as required by applicable law.
  3. Access to services is contingent upon an active subscription. Refunds for paid subscriptions are not available unless otherwise required by applicable Norwegian or EU consumer protection legislation.
  4. Markviss utilizes Amazon Web Services (AWS) to securely host its system and your data within the European Economic Area (EEA). Learn more at AWS Security.

BY ACCESSING OR USING MARKVISS SERVICES, YOU (“THE CUSTOMER”) ACCEPT AND AGREE TO THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICES.

1. DEFINITIONS

The following definitions apply to this Agreement:

“Customer Content” means all data, files, and materials entered, uploaded, or provided by Customer to Markviss in connection with the SaaS Services.

“Software” refers to the object code version of any software provided as part of the Service, including updates, patches, and new versions.

“SaaS Services” refers to Markviss’s internet-accessible software hosted by Markviss or its service providers and made available to Customer on a subscription basis.

“Subscription Term” refers to the duration during which the Customer has paid for and is granted access to the SaaS Services.

“Authorized User” means an individual who is authorized by the Customer to use the SaaS Services under the Customer’s account.

“Data Processing Agreement” or “DPA” means the separate agreement governing the processing of personal data, attached as an annex or made available at Markviss’s website.

“Documentation” means the user guides, help files, and technical documentation made available by Markviss describing the features and functionality of the SaaS Services.

2. SAAS SERVICES

2.1 License Grant

During the Subscription Term, Markviss grants the Customer a non-exclusive, non-transferable, worldwide license to access and use the SaaS Services solely for the Customer’s internal business purposes, subject to this Agreement. The license is limited to the number of Authorized Users specified in the Customer’s subscription order.

2.2 Service Delivery

This Agreement is a services agreement. Markviss will not deliver copies of the Software to the Customer but will provide access to the hosted services via the internet.

2.3 Service Availability

Markviss will strive to maintain a service uptime of at least 99.9% per calendar month, excluding scheduled maintenance or force majeure events. Customers will be notified of planned maintenance at least 48 hours in advance. In the event that Markviss fails to meet the 99.9% uptime commitment in any calendar month, the Customer shall be entitled to a service credit equal to 5% of the monthly subscription fee for each full percentage point below the target, up to a maximum of 30% of the monthly fee.

2.4 Support

Markviss shall provide technical support to the Customer via email during normal business hours (CET/CEST, Monday–Friday, excluding Norwegian public holidays). Markviss will use commercially reasonable efforts to respond to support requests within two (2) business days.

2.5 Modifications to the Service

Markviss reserves the right to modify or update the SaaS Services from time to time. Markviss will provide reasonable notice of any material changes that may adversely affect the Customer’s use of the Services. If a material change significantly reduces the functionality of the Services, the Customer may terminate this Agreement within thirty (30) days of notification.

3. RESTRICTIONS

The Customer shall not:

  1. Copy, republish, or distribute the SaaS Services or Software.
  2. Share access credentials or permit unauthorized users to use the SaaS Services.
  3. Modify, reverse-engineer, decompile, or create derivative works based on the Software, except to the extent expressly permitted by applicable Norwegian or EU law.
  4. Use the services to build a competitive product or for benchmarking purposes without Markviss’s prior written consent.
  5. Remove or obscure copyright notices or proprietary markings.
  6. Use the SaaS Services in any way that violates applicable laws or regulations, or infringes the rights of any third party.

4. CUSTOMER RESPONSIBILITIES

4.1 Compliance with Laws

Customers must comply with all applicable laws, including those related to data privacy (including GDPR), anti-corruption, export controls, and international communications.

4.2 Security

Customers are responsible for maintaining the confidentiality of their access credentials and must report any unauthorized use or security breach to Markviss without undue delay and in any event within 48 hours of discovery.

4.3 Customer Content

Customers retain full ownership of their Customer Content. The Customer grants Markviss a limited, non-exclusive license to host, process, and display Customer Content solely for the purpose of providing the SaaS Services. The Customer is solely responsible for ensuring that Customer Content complies with intellectual property laws and does not include harmful, offensive, or malicious content.

4.4 Feedback

If the Customer voluntarily provides suggestions, enhancements, or feedback, Markviss is granted a perpetual, royalty-free, non-exclusive license to use such feedback for improving its services. This license does not include any right to identify the Customer as the source of such feedback without consent.

4.5 Authorized Users

The Customer is responsible for ensuring that all Authorized Users comply with the terms of this Agreement. The Customer shall be liable for any breach of this Agreement caused by its Authorized Users.

5. ORDERS AND PAYMENT

5.1 Orders

SaaS Services are ordered and paid for online. All services are governed by this Agreement. Each order shall specify the subscription tier, number of Authorized Users, and applicable fees.

5.2 Payment Terms

Invoices must be paid within fifteen (15) days of receipt. Subscription fees are non-refundable except as required by applicable consumer protection legislation. Late payments shall accrue interest at the rate prescribed by the Norwegian Act on Interest on Overdue Payments (forsinkelsesrenteloven).

5.3 Taxes

All fees are exclusive of VAT and any other applicable taxes. The Customer is responsible for any applicable taxes related to the services, excluding taxes on Markviss’s net income. Markviss will add VAT at the applicable rate as required by Norwegian law.

5.4 Automatic Renewal

Subscriptions will automatically renew for successive periods of the same duration unless canceled at least thirty (30) days prior to the end of the current Subscription Term. Markviss will notify the Customer of upcoming renewal and any price changes at least thirty (30) days prior to the renewal date.

5.5 Price Changes

Markviss reserves the right to adjust subscription fees upon renewal. Any price increase will be communicated to the Customer at least sixty (60) days prior to the start of the next renewal period. If the Customer does not agree to the price change, the Customer may terminate this Agreement before the renewal date.

5.6 Suspension for Non-Payment

If the Customer fails to pay any invoice within thirty (30) days after the due date, Markviss may, upon fourteen (14) days’ written notice, suspend the Customer’s access to the SaaS Services until full payment is received. Suspension does not relieve the Customer of payment obligations.

6. TERM AND TERMINATION

6.1 Term

This Agreement begins when the Customer creates an account or otherwise accepts these terms, and continues for the duration of the Subscription Term unless terminated earlier in accordance with this section.

6.2 Termination for Convenience

Either party may terminate this Agreement with thirty (30) days’ written notice to the other party. The Customer’s termination takes effect at the end of the current billing period. No refund shall be provided for unused portions of the Subscription Term.

6.3 Termination for Breach

Either party may terminate this Agreement immediately by written notice if the other party commits a material breach and fails to remedy such breach within fourteen (14) days after receiving written notice specifying the breach.

6.4 Data Retrieval

Upon termination or expiry of this Agreement, the Customer may request export of its Customer Content in a commonly used, machine-readable format within thirty (30) days. After this period, Markviss reserves the right to delete Customer Content. Markviss will confirm deletion in writing upon the Customer’s request.

6.5 Surviving Provisions

Sections 4.3 (Customer Content ownership), 7 (Warranties and Disclaimers), 8 (Limitations of Liability), 9 (Confidentiality), and 10 (Data Protection) shall survive termination of this Agreement.

7. WARRANTIES AND DISCLAIMERS

7.1 Service Warranty

Markviss warrants that the SaaS Services will perform materially in accordance with the Documentation during the Subscription Term. Markviss does not guarantee uninterrupted or error-free service. In the event of a material breach of this warranty, the Customer’s sole remedy is for Markviss to use commercially reasonable efforts to correct the non-conformity, or, if Markviss is unable to do so within a reasonable period, to terminate the Agreement and provide a pro-rata refund of pre-paid fees for the remaining Subscription Term.

7.2 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SAAS SERVICES ARE PROVIDED “AS IS.” MARKVISS DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

7.3 Third-Party Services

Markviss is not liable for service interruptions, data loss, or errors caused by third-party providers (including AWS), internet connectivity issues, or force majeure events. Markviss will, however, use commercially reasonable efforts to select reliable third-party service providers and to restore service promptly.

8. LIMITATIONS OF LIABILITY

To the maximum extent permitted by applicable law:

  1. Neither party shall be liable for any indirect, incidental, special, or consequential damages, including lost profits, loss of data, or business interruption, arising out of or in connection with this Agreement.
  2. Markviss’s aggregate liability under this Agreement shall not exceed the total subscription fees actually paid by the Customer during the twelve (12) months immediately preceding the event giving rise to the claim.
  3. The limitations in this section shall not apply to liability arising from a party’s gross negligence or willful misconduct, breaches of confidentiality obligations, or Markviss’s obligations under applicable data protection law.

9. CONFIDENTIALITY

Both parties agree to:

  1. Protect confidential information with at least the same degree of care used for their own confidential information, but in no event less than reasonable care.
  2. Use confidential information solely for the purpose of fulfilling obligations under this Agreement.
  3. Ensure confidentiality obligations survive termination for five (5) years, or indefinitely for trade secrets.
  4. Promptly notify the other party in writing of any unauthorized disclosure of confidential information.

Confidential information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was known to the receiving party prior to disclosure; (iii) is independently developed by the receiving party; or (iv) is required to be disclosed by law or court order, provided the disclosing party is given reasonable prior notice.

10. DATA PROTECTION

10.1 GDPR Compliance

Both parties shall comply with all applicable data protection laws, including Regulation (EU) 2016/679 (General Data Protection Regulation, “GDPR”) and the Norwegian Personal Data Act (personopplysningsloven). Where Markviss processes personal data on behalf of the Customer, Markviss acts as a data processor and the Customer acts as the data controller. The parties shall enter into a separate Data Processing Agreement in accordance with GDPR Article 28.

10.2 Data Location

Customer data shall be stored and processed within the European Economic Area (EEA). Any transfer of personal data outside the EEA shall only take place in compliance with Chapter V of the GDPR and with the Customer’s prior written consent.

10.3 Security Measures

Markviss shall implement appropriate technical and organizational measures to protect Customer data against unauthorized access, alteration, disclosure, or destruction, in accordance with Article 32 of the GDPR. These measures include, but are not limited to, encryption of data at rest and in transit, access controls, and regular security assessments.

10.4 Data Breach Notification

In the event of a personal data breach, Markviss shall notify the Customer without undue delay, and in any event within 48 hours of becoming aware of the breach. The notification shall include the nature of the breach, the categories and approximate number of data subjects and personal data records concerned, the likely consequences, and the measures taken or proposed to mitigate the breach.

10.5 Sub-Processors

Markviss shall maintain a list of sub-processors and shall notify the Customer of any intended addition or replacement of sub-processors. The Customer shall have the right to object to a new sub-processor on reasonable grounds within fourteen (14) days of notification. If the parties cannot resolve the objection, the Customer may terminate this Agreement.

11. INTELLECTUAL PROPERTY

All intellectual property rights in the SaaS Services, Software, and Documentation, including any modifications, improvements, and derivative works, remain the exclusive property of Markviss. Nothing in this Agreement transfers any intellectual property rights to the Customer beyond the limited license granted in Section 2.1.

Markviss shall indemnify the Customer against any third-party claim that the SaaS Services, as provided by Markviss and used in accordance with this Agreement, infringe any intellectual property right, provided the Customer promptly notifies Markviss and grants Markviss sole control of the defense.

12. GENERAL PROVISIONS

12.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of Norway, without regard to its conflict of law provisions.

12.2 Dispute Resolution

Any dispute arising out of or in connection with this Agreement shall first be attempted resolved through good-faith negotiations between the parties. If the dispute cannot be resolved within thirty (30) days, it shall be submitted to the exclusive jurisdiction of the courts of Oslo, Norway.

12.3 Force Majeure

Neither party shall be liable for delays or failures in performance caused by events beyond their reasonable control, including but not limited to natural disasters, epidemics, war, terrorism, strikes, government actions, or power outages. The affected party shall notify the other party promptly and use reasonable efforts to mitigate the impact.

12.4 Entire Agreement

This Agreement, together with any Data Processing Agreement and order forms, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, negotiations, and representations.

12.5 Amendments

Markviss may update these terms from time to time. Material changes will be communicated to the Customer at least thirty (30) days in advance. Continued use of the SaaS Services after the effective date of such changes constitutes acceptance. If the Customer does not agree to the changes, the Customer may terminate this Agreement before the changes take effect.

12.6 Assignment

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee agrees to be bound by these terms.

12.7 Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced by a valid provision that achieves, to the extent possible, the economic and legal intent of the original provision.

12.8 Notices

All notices under this Agreement shall be in writing and sent to the email address associated with the Customer’s account or to Markviss at its registered address. Notices are deemed received upon confirmed delivery.

12.9 Publicity

Markviss may include the Customer’s name and logo in marketing materials and customer lists only with the Customer’s prior written consent, which may be withdrawn at any time.

12.10 Waiver

The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

ACCEPTANCE

BY CREATING AN ACCOUNT AND USING MARKVISS SERVICES, YOU ACCEPT AND AGREE TO THESE TERMS.

Markviss AS
Organization number: 917 324 689
Address: Tanumveien 272, 1339 Vøyenenga, Norway
Email: info@markviss.com

Last updated: 16.02.2026