Terms Of Use Regarding Amplifai’s Software Solutions
Effective date: 4th September 2025
1. THE AGREEMENT
1.1 The Parties
1.1.1 The Agreement is entered into between Amplifai AS, with Norwegian company registration number (935 032 423) and registered address at Edvard Storms gate 2, N-0166 Oslo, Norway (“Amplifai”) and the company defined in the License Order Form (“the Customer”) jointly referred to as “the Parties.”
1.1.2 Customer may order additional licenses for use of the functionality in the SaaS Services in other legal entities within the same group (“Subsidiaries”) either in the Order Form or by request that Subsidiaries be added to the Order Form by written notice to Amplifai. Amplifai shall allow such Subsidiaries access to the software services defined below (the “SaaS Services”) on the commercial terms defined in the Order Form within reasonable time after receipt of such notice or reply by written notice setting out the reasons why Amplifai does not accept the Subsidiary in question under the terms of the Agreement.
1.1.3 In case any Subsidiary is subject to a transfer of ownership, the Subsidiary in question will retain their license under the original commercial terms for an interim period of 6 months subject to written confirmation by Amplifai to the Subsidiary in question. After the interim period, the new owner of the Subsidiary needs to enter into a new Agreement in order to retain the Subsidiary’s access rights to the SaaS Services.
1.2 The Agreement
Through their Agreement with Amplifai, Customer has acquired a license to access and use the SaaS Services as defined in these terms (the "Terms of Use" or the "TOU") and on the commercial terms agreed in the standard order form signed between the Parties in which the TOU are expressly referenced (the "Order Form"). These Terms of Use define the conditions on which Customer has access to the Saas Services as well as the Parties' relationship and constitute an integral part of the Parties overall agreement together with the specific provisions of the Order Form (the "Agreement").
In case of any discrepancies between any terms in the TOU and the Order Form, the Order Form shall take precedence, followed by the data protection agreement (the "DPA") where appropriate. Under no circumstances shall any Customer conditions of purchase or terms included in any communication between the Parties be considered part of any agreement between Amplifai and Customer or tacitly accepted by Amplifai.
2. PRODUCTS AND SERVICES
2.1 The SaaS Services
2.1.1 Amplifai has developed a cloud-based software platform intended to automate and improve financial data collection and reporting of financial key figures and other operational data, allowing customers to retrieve deep insights for decision-making and consolidated financial statements. The system uses third-party machine learning systems in order to retrieve data directly from portfolio companies’ and subsidiaries’ accounting systems, project systems, Excel exports, and BI tools for customer verification and selection (human-in-the-loop). The output from this software platform is structured and optimized by selected third-party machine learning systems in order to present decision-making drafts of data for customers’ personnel (human-in-the-loop) to solve various issued regarding data collection and reporting, analysis and decision-making, forecasting, etc. These outputs constitute the SaaS Services and may be licensed individually or packaged according to the commercial terms defined in the Order Form.
2.1.2 Amplifai will primarily allow Customer access to the SaaS Services by means of a web interface defined in the Order Form and/or further described below, through which Customer will have the functionality described for each software solution in the Order Form (the individual “Deliverables” under the overall “SaaS Services”) available for use.
2.2 Consultancy services
2.2.1 Amplifai will provide Customer with the necessary consultancy services to define the required data sourcing requirements for the Deliverables based on Customer's existing data flows and available data repositories. Amplifai may also provide Customer with other consultancy services to adopt Deliverables' user interfaces to Customer requirements, integrate the SaaS Services with other Customer software or provide other services required by Customer.
2.2.2 Unless specifically defined in the Order Form, such services will be delivered on a time and materials-basis according to Amplifai's ordinary rates at the time of receipt of the Order Form.
2.3 Changes to the Deliverables
2.3.1 Amplifai will develop the Deliverables throughout the term of the Agreement, including development based on data and experience gained as a result of the Agreement. Upgrades resulting from such experience will be issued continuously and integrated into the Deliverables without any actions needed from the Customer.
2.3.2 Customer will have access to data from the SaaS Services on defined APIs, if API access is part of the Services defined in the Order Form. Customer’s use of such APIs may be restricted by Amplifai under fair use conditions. Existing and prior versions of any customer-facing APIs will be maintained for a minimum period of [1] years after the first release of the API to ensure that Customer’s integrations with other software will remain operational even if this functionality may no longer be compatible with the latest version of the Deliverables or the SaaS Services.
2.3.3 If Amplifai through efforts exceeding the ordinary improvement procedures described in Clause 2.3.1 develops a new version of a Deliverable with new or substantially modified properties compared to the version that Customer has ordered through the Order Form, Customer shall be notified when the version is completed. If Customer wants to implement the new version, Customer shall place a new Order Form which will allow Customer access to the new version on the commercial terms applicable to that version at the time Customer places the order.
2.3.4 If Customer’s previous customization of the Deliverables or integrations with third-party software creates issues when a new ordered version of the Deliverables is integrated with the Customer’s solution, Amplifai shall notify the Customer of that fact within a reasonable time, and, if possible, suggest commercially viable solutions to be implemented according to the terms for Consultancy service deliveries. If no such commercially viable solutions are found, Customer may cancel the order for the upgraded Deliverables.
2.4 Amplifai’s obligations
Amplifai shall provide the SaaS Services in a professional manner, in accordance with relevant industry standards where applicable, and according to any specifications agreed in the Order Form, including:
(i) Ensure the SaaS Services are available and operational in accordance with agreed service levels (e.g., uptime percentages and response time).
(ii) Provide technical support to address issues with the SaaS Services on the terms defined in the Order Form or otherwise as subsequently agreed.
(iii) Regularly maintain, update, and upgrade the SaaS Services to ensure compatibility, security, and efficiency.
(iv) Respond to incidents or outages within agreed response times.
(v) Notify the Customer of any planned maintenance or unexpected downtimes in advance.
2.5 Customer's obligations
Customer shall provide such assistance and information to Amplifai as specified in the Order form, but shall in any case ensure:
(i) accurate, complete and timely information and data necessary for the commencement and operation of the SaaS Services;
(ii) that Amplifai has necessary access to systems, networks or devices to enable the data flow required for the provision of the SaaS Services, including all necessary access and API’s to Subsidiaries’ data repositories;
(iii) that Customer's data sources are configured or maintained as required to transmit and, where integrated with the SaaS Services, process the data;
(iv) that the data provided to Amplifai complies with all applicable laws and regulations, including those relating to data privacy and intellectual property;
(v) promptly notify Amplifai of any issues or anomalies with the SaaS Service or data flow; and
(vi) ensure that the SaaS Services are operated by qualified personnel with sufficient education and experience to review the aggregated data provided by the Services and selected Deliverables, as well as assessing suggested strategies or other output designed to support human decision making.
(vii) provide reasonable cooperation to Amplifai, such as facilitating troubleshooting efforts and implementing recommended configurations or changes.
2.6 Customer’s subscription management
2.6.1 In the Order Form, based on the selected Services and/or Deliverables Customer may have ordered a set number of individual user accounts for the SaaS Services. Customer may order additional software licenses for Subsidiaries and/or new user accounts through Amplifai’s support services. Amplifai will open the accounts as soon as technically possible, invoicing will follow the order date, cf. clause 3.1 below.
2.6.2 Customer may request that Amplifai close any user account at any time, without providing any reason. Closing a user account will block any use of the SaaS Services or Deliverables through the current password and login data. Amplifai will not be liable for any loss of data or other issues created as a result of the Customer closing any user account.
2.6.3 Customer shall notify Amplifai immediately of any unauthorized use of any password or user ID or any other known or suspected breach of security, while using all reasonable efforts to stop any unauthorized use of the SaaS Services that is known or suspected by Customer. Under no circumstance shall Customer or their employees provide false identity information to gain access to or use the SaaS Services or any Deliverable.
3. LICENSE AND RIGHTS
3.1 The SaaS Services and Deliverables
3.1.1 All rights to the SaaS Services, the Deliverables and any software delivered by Amplifai to Customer, any and all modifications and configurations to that software, and all of Amplifai’s proprietary technology, including, without limitation, all design whether patentable or not, software, processes, algorithms and structures of algorithms, user interfaces, know-how and techniques made available to Customer by Amplifai in providing the SaaS Services, are and shall remain the sole property of Amplifai.
3.1.2 Amplifai grants Customer a non-exclusive, time-limited license to use the SaaS Services solely for the term of the Agreement and solely for the purposes defined therein. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the intellectual property rights owned by Amplifai. All rights not specifically granted in this Agreement, including copyrights, are reserved by Amplifai.
3.1.3 Customer will have access to the SaaS Services for the purpose defined in the Order Form, within the limits defined by the Standard Agreement, subject to payment of all fees and invoices, and in accordance with the specifications set forth in any documentation relating to the SaaS Services provided by Amplifai.
3.1.4 Amplifai will reasonably maintain and update the SaaS software during the term of this Agreement as part of the SaaS Services. Unless otherwise specified, the license and all rights in conjunction with the license is always related to the latest update of the software constituting the SaaS Services. Amplifai may also choose to discontinue certain functionality in present versions of the SaaS Services at Amplifai's sole discretion. Customers will be warned at least three (3) months prior to any change having a material impact on Customer or Subsidiaries’ use of the SaaS Services in Amplifai’s reasonable opinion. If Customer considers the that the functionality is essential for Customer's use of the SaaS Services, the Parties shall negotiate a solution in good faith, such as migrating the Customer SaaS Services to private cloud or increasing maintenance services to retain the functionality in question as well as the cost split for performing the solution.
3.2 Workflows and knowhow
3.2.1 It is acknowledged that, where relevant Amplifai will acquire commercial experience from designing the Deliverables according to Customer specifications, importing and analyzing Customer data in order to set up the required software or otherwise by constructing, testing and providing the Deliverables. For the avoidance of doubt, such commercial experience and knowhow will remain the property of Amplifai and is not Confidential Information under Clause 3.4.
3.2.2 In case Amplifai has assisted Customer with Consultancy services regarding particularly sensitive parts of Customer’s operations, the Parties may agree on a cool-down period during which the particular Amplifai staff allocated to that service, shall not be available for work for competitors of Customer. Such an agreement shall be included in the Order Form where the duration of the period, the key personnel involved, the specific competitors to be avoided and the remuneration shall be detailed.
3.3 Data and data management
3.3.1 All data provided from the Customer in order to obtain the output from the SaaS Services and/or the Deliverables ("Customer Data") belongs to such Customer and may be accessed and transferred as described in this section. The type, format and amount of data to be provided to the Deliverables will be described in the Order Form or be defined by consultancy services ordered according to clause 2.2. Customer represents and warrants that they have all rights necessary to submit Customer Data to the Deliverables and will use reasonable endeavors to ensure that the data do not, and will not, infringe or violate the rights (including Intellectual Property Rights) of any person.
3.3.2 To the extent Amplifai processes personal data on behalf of the Customer, such processing shall be governed by the Data Processing Agreement enclosed to this Agreement. Amplifai’s role as an independent data processor shall be limited to the purpose of providing and operating the SaaS Services for the benefit of the Customer.
3.3.3 In order to obtain the benefits resulting from the Deliverables, Customer grants Amplifai a non-exclusive, royalty-free, worldwide license, with rights to alter, use and transfer, (a) during the Term, to use the Customer Data as necessary for purposes of providing the SaaS Services, including to: (i) provide and improve the SaaS Services and related products and services; (ii) provide analytics and benchmarking services; and (iii) generate and disclose statistics regarding use of the SaaS Services and (b) during and after the Term, to use the Customer Data in an anonymized form where Customer may not be identified as the source of such data.
3.4 Confidential Information
3.4.1 Each Party shall keep confidential the terms and conditions of this Agreement, but not its existence, and all other information which is designated in writing as confidential by one Party or the other.
3.4.2 Regardless of clause 3.4.1, Amplifai Confidential Information shall include all technical descriptions and drawings, algorithms and structures of algorithms where not covered by IPR, recorded data, diagrams, flow charts and schematics and all other documentation other than documentation specifically designed for transmission to Customers by Amplifai.
3.4.3 Regardless of clause 3.4.1, Customer’s Confidential Information shall include any and all commercial information such as turnover, historical or future orders, pricing and pricing policies, commercial strategy and plans, market and commercial analysis whether provided as part of Customer Data or analysed or developed by the Deliverables.
3.4.4 Information which is disclosed orally will be deemed to be confidential unless it is specifically identified as non-confidential at the time of disclosure.
3.4.5 The Parties are required to take reasonable precautions to safeguard confidential information and shall, at the minimum, treat the information obtained in a manner similar to the way the receiving Party safeguards its own confidential information.
3.5 General duty of confidentiality and limitation of use
3.5.1 The Parties agree that they shall not by themselves or through any Subsidiary, agent or any third party whether affiliated or not, reproduce Confidential Information in whole or in part beyond what is strictly necessary during the Term.
3.5.2 Customer agrees that they shall not itself or through any third party attempt to reverse engineer the SaaS Services, bypass any user interface restrictions or access the source code, algorithms or any other part of the SaaS Services that are not specifically opened to Customer for the purposes making reasonable use of the SaaS Services functionality.
3.5.3 Customer agrees that they shall not by themselves or through any third party copy the SaaS Services, the Deliverables, any Amplifai documentation or retain written copies of knowhow required to operate the Services, beyond what is strictly necessary to obtain the agreed performance from the SaaS Services under this Agreement and only while the Agreement is in effect. This includes but is not limited to adaptation, copying, selling, leasing or licensing, or have any product developed for any third party based on any IPR or confidential information supplied to Customer by Amplifai. When the Agreement terminates for whatever reason, all such copies shall be immediately deleted and proof of deletion sufficient in Noteless’ reasonable opinion be provided without prior request.
3.5.4 The Parties agree that the obligations undertaken under this Clause 3.5 will remain in full force and effect for a period of three years after the termination of this Agreement, regardless of cause.
3.6 Changes to the terms
3.6.1 If required in Amplifai’s reasonable opinion, Amplifai may change the content of these Terms of Use and/or the DPA with three weeks’ notice to Customer’s contact person. The change will take effect from the expiry of the notice period.
4. DELIVERY AND PAYMENT
4.1 Amplifai will provide Customer with open customer interfaces to the SaaS Services as of the Effective Date and payment for these services shall fall due on the date defined in the Order Form. Unless otherwise defined in the Order Form, the SaaS Services are payable from the Effective Date.
4.2 Unless otherwise stated in the Order Form in writing, the following terms apply:
4.2.1 The applicable license fees will be invoiced annually in advance.
4.2.2 Unless the Parties have agreed on a fixed price term, Amplifai may change the fees with effect for existing Agreements as of June 30th and December 31st. Unless otherwise stated in the Order Form, Amplifai may adjust an agreed fixed price according to the change in the computer consultancy services price index by Statistics Norway (SSB) every 12 months after the Effective Date. Any changes will be notified to the Customer contact person two weeks in advance.
4.2.3 Customer may order additional Software licenses, user accounts, or Deliverables through Amplifai’s support services. Customer will obtain immediate access to the items ordered which will again be invoiced on the current monthly invoice. Any and all such additional services will be payable for the entire Subscription Term and will be automatically renewed for the subsequent Subscription Term unless canceled by the Customer with 30 days written notice before the expiry of the present Subscription Term.
4.2.4 If Customer terminates the Agreement and/or closes all user accounts prior to the end of the then-current Subscription Term, no refunds or credits will be provided for the remainder of the Subscription Term. In no event will termination relieve the Customer of Customer’s obligation to pay any fees payable to Amplifai for the period prior to the effective date of termination.
4.3 If there is a change in any law, applicable tax, excise or customs rate or regulation which increases the cost of Amplifai’s deliveries during the Term of the Agreement, Amplifai has the right to increase its prices correspondingly with effect as of the next monthly invoice.
4.4 Invoices shall be issued by Amplifai at such time as specified in the Agreement. Payment is due within fifteen (15) days from the date of the invoice.
4.5 Any payment not received by the due date will accrue interest in accordance with the Norwegian law on late payment (Nw: Forsinkelsesrenteloven), calculated from the due date until the payment is made in full. If any invoice remains unpaid for a period of more than 30 days after the due date, Amplifai may discontinue its delivery of the SaaS Services and block Customer user accounts until payment, including applicable interest, has been made in full.
5. SERVICE LEVELS
5.1 Service level obligations
Amplifai will ensure best efforts to ensure that the SaaS Services remains available and free of technical errors at an Availability rate of 99.0% measured over a monthly invoicing period ("the Service Commitment"). Unless the downtime is a result of the causes described in Clause 5.2, Amplifai will pay a rebate defined below if the Service Commitment is not met.
In the event of downtime resulting in availability less than 99.0%, the following compensation is defined for operational Deliverables.
The SaaS Software is "Available" when it is online and responding to queries as defined in the service descriptions for each Deliverable defined in any signed Order Form with a start date prior to the calendar month measured against the Service Commitment.
5.2 Conditions regarding SLA levels to be achieved
5.2.1 Planned downtime is not considered an error. Downtime may be necessary to perform updates or maintenance in hardware or software from time to time. Amplifai will notify Customer of any planned downtime during regular business hours (8-17 CET). Planned downtime according to this clause does not constitute breach of Amplfai's obligations under this Agreement.
5.2.2 The Customer is also aware that successful use of the SaaS Services is dependent on equipment and factors (such as sufficient internet connection) for which the Customer is responsible. Amplifai is not liable for the discontinuance or disruption of the operation of the SaaS Services caused by any third-party service the Customer needs to access the software, including operating systems etc. Under no circumstances will Amplifai be responsible for
(i) circumstances outside Amplifai's control such as force majeure, lack of internet access or problems outside Amplifai's network or at Customer's site;
(ii) actions or omissions by the Customer or other third parties, such as downtime or problems in the Microsoft Azure-environment or any third-party LLM or generative AI system used to provide the Deliverable in question;
(iii) equipment, software or other technology under Customer or third-party control including modifications to any integrations with third party software ordered by Customer, including where these modifications are due to development in the third-party software or updates of the SaaS software;
(iv) planned and notified maintenance, or emergency maintenance that cannot await notification in Amplifai's reasonable opinion.
5.3 Remedies
5.3.1 Amplifai undertakes the following obligations regarding error handling of the SaaS Services:
The response time stated in the table above starts when the Customer has given Amplifai notice of an issue that Customer considers as an error, as well as sufficient information to assess and understand what the error comprises. Notice shall be given by e-mail to support@Brightline-Intelligence.com or as defined in the Order Form.
Amplifai will initiate correction of technical errors in the SaaS Services, and/or errors in the technical information made available for Customer, according to the schedule defined above. However, any adjustment to data extraction routines and/or reports designed for Customer or additional training of any machine learning sequences in any Deliverables required by the Customer, will be on ordinary time and materials-basis.
5.3.2 The right to cancel deliveries under Clause 8.3 of the Standard Agreement will only apply if Amplifai has made repeated attempts to correct a category P1 error without success and either reports to Customer that the error cannot be corrected within reasonable time or Customer defines a final time limit for correction in writing/by e-mail with no less than 14 working days duration and this limit has not been met. If the same Deliverable has been subject to a prior P1 error and Amplifai has been able to correct that error but only within a 14-day time limit, Customer shall be able to cancel that Deliverable if another P1 errors occur and Amplifai is unable to correct it within a 14-working day limit.
6. INDEMNITIES
6.1 Amplifai will not knowingly infringe Intellectual Property Rights of any third party, but should the Deliverables become the subject of a claim of infringement by a third party of their Intellectual Property Rights, Amplifai will defend such claims and indemnify the Customer up to a maximum aggregate amount of the resulting claim against a final award of damages or settlement amount resulting from any such action.
6.2 Where applicable, the provisions of clause 6.1 are subject to and conditioned upon (i) the Customer promptly notifying Amplifai in writing of any infringement claim as soon as the Customer becomes aware of any such claim, (ii) the Customer granting Amplifai the sole control of the defence of any such claim and all related settlement negotiations, and (iii) the Customer cooperating with Amplifai in such defence and settlement to the extent necessary for Amplifai to perform its obligations hereunder.
6.3 The provisions of clause 6.1 do not apply with respect to Deliverables or portions or components which are: (i) not supplied by Amplifai; (ii) used in a manner not expressly licensed by Amplifai under this Agreement; (iii) part of the Customer's contribution to the Deliverables or combined with other products, processes or materials where the alleged infringement would not exist but for such combination or; (iv) derived from open source software.
6.4 The Customer will defend any action brought against Amplifai by a third party to the extent that it is based upon a claim that any element of a Deliverable: (a) has violated its privacy; (b) has processed or assembled data or information that the Customer had unlawful access to or; (c) Customer's use of the Deliverable has violated its intellectual property rights. The Customer will indemnify Amplifai up to a maximum aggregate amount of the resulting claim against a final award of damages or settlement amount resulting from any such action including reasonable costs incurred as a result of any such action.
6.5 The provisions of clause 6.4 are subject to and conditional on (i) Amplifai promptly notifying the Customer in writing of any claim as soon as Amplifai becomes aware of any such claim, (ii) Amplifai granting the Customer the sole control of the defence of any such claim and all related settlement negotiations, and (iii) Amplifai cooperating with the Customer in such defence and settlement.
6.6 This clause 6 states the entire liability of the Parties with respect to infringement of third-party Intellectual Property Rights. It does not affect the terms regarding misuse of Intellectual Property Rights defined in clause 3 which will exist in full force and effect regardless of the provisions in clause 7.
7. LIMITATIONS OF LIABILITY
7.1 Liability for SaaS Services:
Amplifai's liability for SaaS Services is limited to ensuring the delivering of the service in accordance with the agreed service level, with standard remedies for deficiencies strictly as specified in clause 5. Beyond remedies for breaches of the agreed service level, Amplifai's liability for any losses caused by the SaaS Services failing to function or deliver the expected results is limited to the fullest extent permitted by law. Amplifai shall have no liability for:
(i) Any use of the SaaS Services inconsistent with the documentation or applicable law, or beyond the scope and requirements of the Agreement.
(ii) Issues caused by the Customer’s data, systems, equipment, or actions.
(iii) Issues defined under Clause 5.2 above.
Any other liability is conditional upon Customer having installed the latest version of the SaaS software.
7.2 Disclaimer of Other Warranties
Except as expressly stated in the Agreement, the SaaS Service is provided "as is" and "as available," and Amplifai expressly disclaims all other warranties, express or implied, including but not limited to:
(i) Warranties of merchantability or fitness for a particular purpose.
(ii) Warranties that the SaaS Service will meet the Customer’s specific requirements or operate uninterrupted or error-free.
(iii) Warranties covering any integration, implementation or training by Customer or any third party affecting the SaaS Services, and/or functionality that is developed through training the SaaS Services, including but not limited to any express or implied warranties that such developments remain stable during any contractual Term.
7.3 Neither party limits or excludes its liability where it is not permitted to do so by applicable law, such as liability for deliberate or grossly negligent acts from either Party, Subsidiaries or their personnel or death or personal injury.
7.4 Unless otherwise agreed in writing, the Parties’ liability shall be limited as follows:
7.4.1 No compensation for indirect losses may be claimed. An indirect loss is, but is not limited to; loss due to interrupted operations, loss of use, loss of data, loss of profit of any kind, as well as any claims from third parties.
7.4.2 If a compensation is agreed due to failure to fulfil any service level obligation, this price reduction shall be considered a complete settlement of Amplifai's liability, and any further compensation for such circumstances during the compensation period will be barred.
7.4.3 The maximum liability incurred by Amplifai, whether resulting from contract or tort or otherwise, shall not exceed an amount equal to the total price for the SaaS Service and any Deliverables ordered under the Order Form where the deficient delivery has been made. If the Order Form concerns a service without any specific term, the maximum liability shall not exceed the fee payable for the last twelve [12] months, excluding VAT, calculated based on previously invoiced fees.
7.5 Neither Party may issue any other claim for compensation regarding the Agreement than those arising from this provision and clause 6 above.
8. TERM AND TERMINATION
8.1 The Initial Term of the Agreement starts on the Effective Date and, unless otherwise defined in the Order Form, ends thirty-six (36) months later. The Customer cannot terminate for convenience during the Initial Term. After the Initial Term, the Agreement will renew for subsequent Term(s) of 12 months during which the Parties may terminate the Agreement for convenience by written notice to the other Party, no later than 3 months before the expiry of the existing Term..
8.2 Amplifai may suspend provision of any ongoing service or access to any SaaS Services after fourteen (14) days’ notice if in its reasonably opinion Customer is in breach of applicable regulations or legislation or infringes or violates the rights (including Intellectual Property Rights) of any person as set out under clause 3.3.1, in both cases, Customer shall hold Amplifai harmless for any claims arising from the use of the service or the SaaS Services during this notice period. Further, Amplifai shall have the right to suspend provision immediately if Amplifai has been instructed to do so by a court or other competent authority.
8.3 Customer may cancel any Deliverables if these becomes unavailable for a prolonged period, Amplifai has made repeated efforts to correct the software and none of the conditions in clause 5.2 are present. In that case, Amplifai will refund all pre-paid software licenses for the affected Deliverable, deliveries of other SaaS Services under the Order Form will not be affected unless the cancellation of the affected Deliverable makes the remaining SaaS Services commercially unusable.
8.4 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
8.4.1 the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so; or
8.4.2 the other party becomes insolvent or suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due.
8.5 On termination of this Agreement for any reason:
8.5.1 on the effective date of termination (the "Termination Date") access to the SaaS Services will be terminated and all personal accounts ordered by Customer will be inoperative. Clause 3.5 will remain in full force and effect regardless of the reason for termination.
8.5.2 all rights granted to the Customer and any activities authorized by Amplifai under this Agreement shall cease with immediate effect;
8.5.3 the Customer shall immediately pay any sums due to Amplifai under this Agreement.
8.5.4 if applicable, Customer will ensure that all copies of any software in its possession or control have been deleted, and return all documentation, and other materials provided by Amplifai during the Term to Amplifai. Upon written Customer request, Amplifai may produce copies of reports, manuals or other processed data for download or transfer, subject to availability of resources and on a time and materials basis; and
8.5.5 upon written request from Customer issued no later than five working days before the end of the Term or as soon as possible before the date the termination becomes effective for whatever reason, Amplifai will transfer Customer's data stored on Amplifai's application servers under Clause. The request must contain sufficient information regarding API and transfer modalities. Amplifai will charge any cost spent during transfer on a time and materials basis, if not otherwise stated in the Order Form. Amplifai will retain copies of data regarding Customer's use of the SaaS Services for warranty purposes and may also retain anonymised Customer Data for product improvement and –development purposes, under the license in Clause 3.3.3 which will remain in full force and effect after the expiry of this Agreement.
8.6 The obligations under Clause 3 and 10.3 to 10.4, as well as other provisions that, by their nature, are intended to survive termination, remains in full force and effect following any termination of the Agreement.
9. FORCE MAJEURE
9.1 Events constituting Force Majeure
If a Party is prevented from performing its obligations under the Agreement due to events of force majeure such as fires, extreme weather conditions, outbreak of major diseases, war, striking actions, labour unrest or serious civil disturbances, or other hindrances beyond the Party' control which the Party could not have foreseen or overcome the consequences of (a “Force Majeure” event), the other Party cannot claim performance, damages or present other claims for the duration of the event constituting Force Majeure.
9.2 Procedures Upon Force Majeure
9.2.1 A Party subject to Force Majeure or who reasonably expects to be subject to a Force Majeure event, shall notify the other Party without undue delay of the event and provide to the best of their ability, an estimate of the duration and consequences for the delivery of the Party’s obligations under the Agreement.
9.2.2 Each Party may terminate the Agreement if a substantial part of the SaaS Services have been unavailable due to Force Majeure for more than 90 working days. The Customer shall pay the agreed price for period that the SaaS Services has been contractually available before the termination of the Agreement.
10. GOVERNING LAW AND JURISDICTION, COMPLIANCE WITH LAWS
10.1 This Agreement shall be exclusively governed by and construed in accordance with the laws of Norway, without giving effect to any choice or conflict of law provisions (whether of Norway or any other jurisdiction).
10.2 Amplifai designs and operates the SaaS Services from Norway. Unless expressly stated, Amplifai does not represent that the SaaS Service or the aggregated service provided Customer by the combination of these products or any other Amplifai Product is appropriate, or available for, or legal to use, in other locations.
10.3 Specifically, Customer shall investigate whether the SaaS Services or the use of the systems in connection, their use together with Customer's own systems and all related technical information, documents, and materials are subject to export controls under local export control laws at the Customer’s defined business address in the Order Form or any other location where Customer or its Subsidiaries will make use of the SaaS Services. Customer will
10.3.1 strictly comply with all legal requirements established under these controls;
10.3.2 cooperate fully with Amplifai in any official or unofficial audit or inspection that relates to these controls; and
10.3.3 not export, re-export, divert, transfer, or disclose, directly or indirectly, any SaaS Services, data transferred to or obtained through use of any SaaS Services which may be subject to such controls, or related technical information, document, or material to any country where such actions are restricted by applicable local export control laws;
10.3.4 ensure that the installation of SaaS Services is not subject to any permits or restrictions on use under local laws where the SaaS Services is to be delivered, and if that is the case, obtain any and all required permits before connecting any SaaS software to local applications by means of any API or other methods.
10.4 Customer shall ensure that they have paid any and all taxes (together with all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any governmental authority regarding SaaS Services or the service provided Customer by any aggregated result of use of SaaS Services, including but not limited to all applicable customs and VAT.
11. MISCELLANEOUS
11.1 Assignment
Neither Party shall assign its rights or obligations under this Agreement without the prior written consent of the other Party. Notwithstanding the forgoing, Amplifai shall be entitled to (i) assign its rights and obligations hereunder to any one of Amplifai's subsidiaries or (ii) assign the financial benefit of any Order Form to a financial institution without any further consent from Customer. Changes to either Party's ownership structure shall not be considered an assignment under this provision.
11.2 No modifications of this Agreement shall be valid or binding on either Party unless acknowledged in writing/e-mail by the duly authorized contact person defined by each Party in the Order Form. All notices or other communications given under this Agreement shall be in writing/e-mail, sent to the address defined in the Order Form. Notice shall be deemed given upon receipt. Failure of any Party to enforce any provision of this Agreement will not constitute or be construed as a waiver of such provision or of the right to enforce such provision.