This agreement (the “Terms of Service”) concerns the delivery of services by Nurofy AS (“Nurofy”) a Norwegian company with registration number 914 869 757, having its registered address at Skarsvegen 85, 5911 Alversund Norway and Nurofy affiliates. The terms “Customer” means each and every person who accesses or uses any Services (as defined below) including any business or entity on behalf of which the Service is accessed. By accessing or using any Service, the Customer signify that the Customer has read, understands, and agrees to be bound by the Terms of Service, and that the Customer has the power to bind the business or entity on behalf of which the Service is accessed.
Nurofy provides the service called Nurofy Marketing Platform, which is a software solution for the creation, management, measurement, etc. of paid and earned advertising and communication “the Service”. Upon the conclusion of this Terms of Service the Customer will receive a right to use the Service according to the terms provided herein.
The Service allows the Customer to buy access to advertising space in different medias and conduct marketing campaigns. The Customer sets a budget for media spend, timeframe and may chose the online newspapers for which it wants to buy access to advertising space. The Nurofy Marketing Platform contains an algorithmic auction where the advertising space is ordered and sold, and different medias are contacted. Nurofy bid to win the highest quality visibility at the lowest possible price on behalf of the Customer.
Once a budget for media spend, timeframe or online newspaper has been chosen and submitted, Nurfy takes no responsibility if the submitted numbers were wrong and the Customer spends more than intended. The Customer must therefore carefully review any numbers and requests before submitting its choices. The Customer is fully responsible for any submissions made, even if the submission is a result of an error, mistake or other circumstances.
This means, for example, if the Customer has set a budget for media spend to 100 000 EUR and spends the amount, the Customer must pay the full amount, even if it intended to set a budget media spent to 10 000 EUR. The Customer must therefore take special caution with regards to typos.
Nurofy may make changes to these Terms of Service from time to time. The changes will be posted on this Nurofy’s website and it will be indicated at the top of this page the date the Terms of Service were last revised. The Customer understands and agree that continued use of any Service after any such changes are made, constitutes acceptance of the new Terms of Service.
The Customer must register an account to access and use the Service (the “Account”). The Account may be made by Nurofy on behalf of the Customer, or the Customer itself. To create the Account, it is necessary to provide certain information, such as identification, contact details etc.
The Customer is responsible for the security associated with the Account; this includes that login details always must be kept safe. If the Customer has a reason to believe that the account is being misused by others, Nurofy must be informed immediately.
The Customer acknowledges and agrees to provide accurate login information and not to create false Accounts. By false Accounts means login information which is the name of another physical or legal person, or under a false name, or login information that may be confused with another`s name or trademark.
All information related to an account must be up to date, complete and accurate during the term of these Terms of Service. This includes, but is not limited to keeping contact-information, billing and payment information, budget for media spend and campaign details related to the Services updated.
The Customer is fully responsible for any activity conducted by any users which it has given access to the Services to.
Nurofy is not responsibility for any content shared, uploaded or otherwise made available through the Services. The Customer is solely responsible for ensuring that any information:
Content that falls into any of the above categories may be removed from the Service without prior notice, without any reimbursement or liability of any kind. However, Nurofy takes no responsibility for removing the content.
Redistribution of information retrieved by the Customer from the Service should not occur without separate permission.
When the Customer wish to publish marketing content/advertisement the Customer must ensure that it:
The Customer must familiarize itself with all legal requirements applicable to the marketing content/advertisement it wish to publish. If it submits content that is illegal, the Customer may not be allowed to publish the content. In such cases, the Customer must still pay the full amount for the requested campaign. The Customer will be fully liable for any matters related to its content, and Nurofy takes no responsibility for reviewing any content posted by the Customer.
Nurofy may, at its sole discretion remove any content that, Nurofy deems not to comply with these Terms of Service as well as any content that it otherwise deems offensive, harmful, objectionable, inaccurate, or violates any third-party copyrights or trademarks. Nurofy is not responsible for any delay, failure or other consequences caused by removing such content.
The Customer hereby consents to such removal, and consents to waive any claim against Nurofy in this respect. Nurofy do not assume any liability for any content posted by the Customer or any other third-party users of the Service.
All rights to the Service are owned by Nurofy or its licensors. This includes, but is not limited to, concept, design, trademarks, know-how, trade secrets, copyrights, and other intellectual property rights.
By accepting these Terms of Service, the Customer is granted a right to use the Service, limited to those functions made available at any time. The right of use does not give the right to modify, reproduce, copy, or imitate the software or other parts of the Service.
All attempts to misuse the Service, for instance modifying or changing the Service or attempts to gain unauthorized access to information, is prohibited.
Attempts to copy, duplicate, reproduce, sell, trade, or resell the Service is strictly prohibited.
It is expressly forbidden to engage in any activity that disrupts or interferes with the Services, including the servers and/or networks to which the Service is located or connected. Any misuse will result in the Account being temporarily or permanently disabled, without any reimbursement of any kind.
When using the Service to distribute Customer content or ads through other channels like Facebook, Google, Snapchat or any other channels available in Nurofy’s Service it is the Customers sole responsibility to comply with the terms and conditions applicable to those channels. The media channels used to publish contents or ad may vary, and new media channels may be added. It is Customers sole responsibility to comply with the requirements of all channels.
Customer shall pay fees (“Fees”) in order to access and use the Service. The Fees for the Service will be provided by Nurofy upon request by the Customer. Please see Nurofy’s contact information at the end of this document.
Once the Customer has set a budget for media spend, the general rule is no reimbursement or refunds to the Customer. If the Customer has set a budget, and the amount has not yet been spent, the Customer may stop the advertising campaign to which the budget is assigned. If there is still a positive balance when the campaign is stopped, the Customer can request a refund of the remaining balance.
Fees are quoted exclusive of any Taxes (defined below). Customer is responsible for all sales, use, value added, withholding, and any other similar taxes imposed by federal, state, local, or foreign governmental entities on the transactions contemplated by this Agreement (“Taxes”), excluding taxes based solely upon Nurofy’s net income, even if Nurofy did not collect and remit such Taxes on Customer’s behalf. If Nurofy is assessed fines, penalties or payments for non-payment of Taxes, then Nurofy will be entitled to full reimbursement of such amounts by Customer. All Norwegian Customers are applicable by the law to pay any Taxes related to our services.
Unless otherwise agreed in writing with Nurofy, Fees will fall due for payment twenty (20) calendar days after the invoice date.
If the Customer does not pay at the agreed time, Nurofy may claim interest on the amount which has fallen due for payment, in accordance with Act no. 100 of 17 December 1976 concerning interest on late payments, etc. (the Norwegian Interest Act).
If overdue consideration, with the addition of interest on late payment, has not been paid within twenty (20) calendar days of the due date, Nurofy may block the access to the Service with immediate effect, and give the Customer written notice that the Terms of Service will be cancelled if settlement has not been made within a period of time set by the Nurofy.
Cancellation may not take place if the Customer settles the overdue consideration, with the addition of late payment interest, prior to the expiry of the deadline.
Nurofy bears no responsibility towards the Customer, or the user’s the Customer has granted access to the Service, for blocking access due to payment default.
Nurofy’s prices may be adjusted at the beginning of each calendar year by an amount equivalent to the increase in the retail price index (the main index) of Statistics Norway, with the initial reference index value being the index value for the month in which the Terms of Service was signed.
Nurofy’s prices may also be adjusted to the extent that rules or administrative decisions pertaining to public taxes are amended in a way that affects the consideration or costs of Nurofy. In such case, Nurofy must notify the Customer of this. The price changes must be documented and will apply as from the Customer’s receipt of notice of the price changes.
Nurofy reserves the right to change its Fees and to institute new charges at any time (including for any renewal) upon notice to Customer via email, written notice or notice through the Services. Customer’s use of the Services following such notification constitutes its acceptance of any new or increased Fees.
By using the Service, the Customer understand and agree that the Service is provided as is, and as available. This means that Nurofy does not represent or warrant to Customer that:
For the avoidance of doubt, Nurofy expressly disclaims all warranties or conditions of any kind, whether express or implied, including without limitation implied warranties or conditions of merchantability, fitness for a particular purpose, and non-infringement.
Furthermore, the Customer understands and agree that any content downloaded or otherwise obtained through the use of the Services is done so at the Customers own discretion and risk, and that the Customer is solely responsible for any damage to Customer computer or other devices for any loss of data that may result from the download of such content.
Additionally, the Customer understand agree that no information or advice, whether expressed, implied, oral or written, obtained by the Customer from Nurofy or through any Services provided shall create any warranty, guarantee, or conditions of any kind, except for those expressly outlined in these Terms of Service.
The Customer agrees to comply with any and all laws and regulations applicable to the Service and Customers’ use of the Service. The Customer agrees to indemnify and hold Nurofy, its parent company and affiliates and their directors, officers, managers, employees, donors, agents, and licensors, harmless from and against all losses, expenses, damages and costs, including reasonable attorney’s fees, resulting from any violation of this Terms of Service or the failure to fulfil any obligations relating to the Customer Account incurred by the Customer or any other person using Customer’s Account. Nurofy reserves the right to take over the exclusive defence of any claim for which Nurofy is entitled to indemnification under these Terms of Service, to which Customer shall cooperate upon Nurofys’ reasonable request.
The total and maximum liability of Nurofy shall in no event exceed an amount equal to the total amounts paid by the Customer (except medias spending) the last three (3) preceding months for the use of the Service. For the avoidance of doubt, Nurofy is not liable for any indirect, incidental, consequential or exemplary loss or damages which may be incurred by the Customer as a result of using the Service, or as a result of any changes, data loss, corruption, cancellation, loss of access, or downtime, including without limitation loss of media spending and reports lost due to technical failure by Nurofy or Nurofy’s third-party solutions.
This Terms of Service will not change the copyright, right of disposal, property rights or any other immaterial rights held by the parties prior to the Terms of Service, and which they retain during the performance of the Terms of Service.
No intellectual property rights are transferred to the Customer.
The Terms of Service enters into force on the “Effective Date” meaning the earliest of 1) the Customer’s creation of an Account or 2) the written agreement between the Customer and Nurofy that the Customer will receive access to the Services.
The Terms of Service will last for as long as the Customer has an Account. The Customer may terminate its Account at any time by deleting its Account. No reimbursements will be made, unless specifically agreed in writing with Nurofy.
Nurofy may also terminate the Terms of Service by giving the Customer written notice at any time, but in such events, Nurofy must reimburse the Customer for the remaining positive balance on the Customer’s Account.
If an extraordinary situation should arise which makes it impossible to fulfil obligations under this Terms of Service, and which under Norwegian law must be classified as force majeure, the other party must be notified of this as soon as possible. Examples on force majeure situations are computer viruses, hacker attacks, strikes, lockout, power failure, problems that can be linked to natural phenomena such as lighting (electrical damage), earthquake, flood (water damage), acts of war, acts of terrorism etc. The obligations of the affected party shall be suspended for as long as the extraordinary situation prevails. The corresponding obligations of the other party shall be suspended for the same period.
In force majeure situations, the other party may only end the Terms of Service with the consent of the affected party, or if the situation prevails or is expected to prevail for more than ninety (90) calendar days as of the date on which the situation arose, and in such case only with fifteen (15) calendar days’ notice. Each of the parties will cover their own costs associated with ending the contractual relationship. The Customer will pay the agreed price for the part of the Service that was contractually delivered before the expiry of the Terms of Service. The parties may not present other claims against each other due to the expiry of the Terms of Service in accordance with this provision.
In connection with force majeure situations, the parties have a mutual disclosure obligation towards each other regarding all matters that must be deemed to be relevant to the other party. This information must be provided as quickly as possible.
Nurofy may assign its rights and obligations under the Terms of Service upon written notice to the Customer. The right to consideration under this Terms of Service may be assigned freely but will not release Nurofy from its obligations and responsibilities in accordance with this Terms of Service.
Confidential information of which the parties become aware in connection with the Terms of Service and the implementation of the Terms of Service must be kept confidential and may not be disclosed to any third party without the consent of the other party.
The confidentiality obligation shall not prevent the information from being used when there is no legitimate interest in keeping it confidential, for example when it is in the public domain or is accessible to the public elsewhere.
The parties shall take all necessary precautions to prevent unauthorised persons from gaining access to, or knowledge of, confidential information.
The confidentiality obligation shall apply to the parties' employees, subcontractors and any third parties who act on behalf of the parties in connection with the performance of the Terms of Service. The parties may only transfer confidential information to such subcontractors and third parties to the extent necessary for the implementation of the Terms of Service, provided that they are subject to a confidentiality obligation corresponding to this clause.
The confidentiality obligation does not preclude the parties from using the experience and expertise gained in conjunction with the performance of the Terms of Service.
The confidentiality obligation will continue to apply after the expiry of the Terms of Service. Employees or other persons who resign from a position with one of the parties will, following their resignation, continue to be subject to the confidentiality obligation concerning the aforementioned circumstances. The confidentiality obligation will lapse five (5) years after the expiry of the Terms of Service, unless otherwise stipulated by law or regulations.
All notices, demands or other notifications relating to this Terms of Service shall be given in writing to the contact information added by the Customer in the Service, or Nurofy’s address stated below.
The rights and obligations of the parties under this Terms of Service shall in their entirety be governed by Norwegian law.
The venue shall be the legal venue of the Nurofy (Oslo District Court).
Any questions, notifications or inquiries related to the Terms of Service shall be directed to:Nurofy AS