SaaS Agreement

Parties

This SaaS Agreement (“the Agreement”) is entered into by the Customer and Provider (together, the “Parties”) on DD.MM.YYYY (the “Effective Date”)

The Service

UX Signals (“the Service”) allows:

• Product-, website- and app creators (“Customers”) to publish research dialogs (“Dialogs”), in order to gain user insights.
  

• End-users of these product-, website- and apps (“End Users”) to respond to such Dialogs, in order to influence their user experience.

Service Period

The Customer is authorized to access the Service:

• Starting at the Effective Date of this Agreement.
  
• Lasting until the Agreement is terminated, subject to a 7-day written termination notice by either Party.

Pricing

Current pricing:

• The Service is currently provided free of charge.
  

Future pricing:

• Subject to a 30-day written notice, the Provider may assign a paid Pricing Plan to the Customer for continued access to the Service.
  
• If the Customer does not terminate the Agreement before the Pricing Plan takes effect, the Provider will start billing the Customer according to the terms defined in the Pricing Plan.

Attachments

The Agreement includes and incorporates the following attachments:

• Exhibit 1: Customer Terms

Signatures

Place:

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Date: 

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__________________________________

For the “Customer”

<Name>

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__________________________________

For the “Provider”

<Name>
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Exhibit 1: Customer terms

Acceptable use

The Service may only be used for lawful purposes, in accordance with this Agreement, and in accordance with terms and policies published on uxsignals.com. Harassment, abuse, insults, harm, defame, slander, disparage, intimidation or discrimination based on gender, sexual orientation, religion, ethnicity, race, age, national origin or disability, as well as submitting false or misleading information, is prohibited.

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Service level

The Provider will use commercially reasonable efforts to provide the Service to the Customer.

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Proprietary rights

“Intellectual Property Rights” means all present and future rights conferred by statute, common law or equity in or in relation to any copyright and related rights, trademarks, designs, patents, inventions, goodwill and the right to sue for passing off, rights to inventions, rights to use, and all other intellectual property rights, in each case whether registered or unregistered.

The Provider shall own and retain all ownership rights, title and interest in the Service, including enhancements made in conjunction with this Agreement. Your use of the Service grants you no right or license to reproduce or otherwise use any of our or third-party trademarks.   

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Confidentiality

The Parties agree to keep any and all confidential information and proprietary information received from the other party confidential, under the term of this Agreement and for 3 years after termination.

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Data Processing

Any processing of personal data in conjunction with this Agreement, shall be done according to applicable laws and regulations. A separate data processing agreement shall be entered into by the Parties.

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Transfer of rights

The Customer may not assign, resell, sub-license or otherwise transfer or delegate any of their rights or obligations hereunder without the Provider’s prior written consent.

The Provider may transfer and assign any of its rights and obligations under this Agreement without consent.

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Referrals

The Provider may publicly refer to the Customer as a customer of the Service.

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Changes

The Provider reserves the right to change the terms of this Agreement. In the event of changes, Customers will receive advance notice.

In the event that such an amendment results in a negative effect for the Customer, the Customer shall be notified no later than 30 days before the amendment comes into force. 

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Billing

If the Customer is on a paid Pricing Plan, billing will be done in accordance with that Pricing Plan.  

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Termination

The Agreement may be terminated by either Party, subject to a 7-day termination notice.

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Disclaimer

The Provider disclaims all warranties, express or implied. The Provider does not warrant that the Service will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Service.

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Limitation of liability

As permitted by governing law, the Provider and its suppliers, officers, affiliates, representatives, contractors and employees, shall not be held responsible or liable for any loss or cost associated with the use of the Service.

You agree to indemnify and hold the Provider and its affiliates, directors, officers, employees, agents, suppliers and licensors harmless from and against any liabilities, losses, damages or costs, including reasonable attorneys’ fees, incurred in connection with or arising from any third party allegations, claims, actions, disputes or demands asserted against them as a result of or relating to content, your use of the website and Service or any willful misconduct on your part. 

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Governing law

The Agreement shall be subject to and interpreted in accordance with Norwegian law, with Oslo city court (Oslo Tingrett) selected as the legal venue.