These terms (the “Terms”) are entered into and accepted by a representative of the entity (the “Customer”) that will use the Skolara solution from Skolara AS, organization number 933 148 475 (“Skolara AS”).

The Terms are accepted by the Customer through explicit acceptance, by using Skolara, or by entering into a separate agreement incorporating the Terms, where the Customer and Skolara AS sign such an agreement, including by electronic signature. The Terms shall be considered an agreement (hereinafter referred to as the “Agreement”) between the Customer and Skolara AS once the Terms have been accepted in one of the aforementioned ways. The Terms will be available in Skolara, but the Customer is encouraged to download and retain a copy of the Terms.

By accepting or entering into the Agreement as described above, the person procuring or using Skolara confirms that they have the right and are authorized to accept the Terms and enter into the Agreement on behalf of the Customer.

The Customer and its registered users are granted the right to use Skolara once the Agreement has been entered into, provided that the provisions of the Terms and the Agreement are complied with and the correct remuneration has been paid, see further below.

The Terms also apply to users of Skolara, who should familiarize themselves with the Terms before using Skolara. The term “Customer” below shall, depending on the context, also be understood to mean “User.” There may also be separate terms applicable specifically to users, which must be accepted by users before using Skolara.

1 Skolara

#H2# Skolara is a solution that tailors class maps and group compositions to contribute to a positive learning environment and improve classroom organization.

Skolara AS shall provide and further develop Skolara to the best of its ability and correct errors as soon as possible. Skolara will be continuously developed, and functionality may be changed or added. Such changes may entail additional payment depending on their scope.

Skolara is provided “as is,” and Skolara and its functionality will therefore not be error-free or available at all times. Skolara AS shall deliver Skolara so that it essentially operates in accordance with the description in the Agreement and any description of Skolara provided by Skolara AS.

Skolara AS may make changes and improvements to Skolara that may alter functionality, availability, and other aspects related to Skolara. In the event of material changes that affect the use of Skolara, Skolara AS will notify the Customer within a reasonable time if possible. Updates or changes to Skolara may require the Customer to update its own solutions, including browsers or other hardware or software.

Skolara AS shall keep Skolara available to the greatest extent possible, except during planned or necessary maintenance. Circumstances beyond the control of Skolara AS—such as the Customer’s equipment or software, or subcontractors—are not the responsibility of Skolara AS. Skolara AS shall protect Skolara and the Customer’s data as effectively as possible; however, digital solutions are exposed to uncertainties and attacks that cannot be completely prevented. See also the security measures in the data processing agreement.

If an issue arises with Skolara, Skolara AS will notify the Customer based on the severity of the issue. Notifications will primarily be provided within Skolara, or alternatively to the email address provided by the Customer.

Skolara AS has the right to suspend access to Skolara and/or the Customer’s access to Skolara, including blocking specific users, without notice and with immediate effect if there is reasonable cause to suspect that the Customer or a user is violating the Terms or the Agreement, or is otherwise using Skolara in an unlawful or dishonest manner, or engaging in activities that may cause damage or loss to Skolara AS or its reputation.

Skolara AS shall notify the Customer as soon as possible of such suspension or blocking, the reason for it, the expected duration, and other information the Customer may reasonably request, and shall give the Customer the opportunity to provide feedback. Skolara AS also has the right to block access to Skolara based on the Customer’s IP address or similar identifiers.

Skolara AS may use the Customer’s name and logo as a reference client, including on websites and in marketing materials. Other rights and obligations of Skolara AS follow from the remaining parts of the Agreement. #H2#

2 Duration and Termination

The Agreement takes effect from the time the Customer has ordered Skolara and remains in force until the Customer terminates it. Termination must be carried out within Skolara or by contacting Skolara AS.

Skolara AS may terminate the Agreement with two weeks’ notice, regardless of the reason. The Agreement may also be terminated by Skolara AS if the Terms are not complied with or if the Agreement is breached—for example, in the case of non-payment, see below.

Upon termination of the Agreement, the rights and obligations under the Agreement cease, except for those rights and obligations that by their nature will continue to exist after termination, such as payment of outstanding remuneration, confidentiality obligations, and intellectual property rights.

3 Prices and Payment

The prices for the use of Skolara follow the current price list at the time the user begins using Skolara and are stated exclusive of value-added tax and other taxes.

Changes in prices may occur in line with the development of the consumer price index. In the event of changes in taxes or fees, or changes in the prices of subcontractors, Skolara AS may make corresponding adjustments to its prices.

Skolara AS may also otherwise change prices and the pricing model, which will then be notified to the Customer with a reasonable notice period, at least one month in advance. Such notification may be given within Skolara or by email to the Customer.

Payment for the use of Skolara is made monthly or annually, depending on the applicable terms for Skolara, in advance upon payment of invoice. Upon termination, the Customer may use Skolara for the period that has been paid for. No refunds will be issued upon termination of the Agreement, regardless of the reason.

Invoices are made available in Skolara and sent by email or via electronic invoice (EHF).

If an error occurs in invoicing, the Customer must inform Skolara AS of the error and what the Customer believes to be the correct amount within three months of the invoice date. Otherwise, the invoice shall be deemed accepted.

In the event of late payment, interest on arrears will be charged; see “Breach and Liability.”

4 Beta testing – Trial Access

The Customer may be granted access to Skolara for the purpose of testing or trying out the solution. Such access is provided for a limited period and may be terminated or suspended by Skolara AS without prior notice. The Customer has no rights related to such testing or trial use, and the Customer must ensure that its use of Skolara—including the data entered into Skolara—is limited to testing and evaluation purposes.

Skolara AS may use the data entered by the Customer into Skolara during testing and trial use, and Skolara AS retains all rights to any outcomes resulting from such testing and trial use, including feedback from the Customer; see also below under “Skolara AS’s Rights to Skolara, etc.”

5 Customer’s Rights and Obligations. Obligations for Users

Only complete and correct names may be used when accepting the Terms and for users of Skolara.

Access to Skolara is secured through passwords and any other security mechanisms. The Customer is responsible for ensuring that unauthorized persons do not gain access to passwords and/or Skolara. The Customer is responsible for all user access that has been granted and for ensuring that users are familiar with and comply with the Agreement. In addition, users must accept the Terms before gaining access to Skolara, and the Terms also apply to all users of Skolara. If unauthorized persons gain access to Skolara as a result of the Customer’s actions or omissions, the responsibility lies with the Customer.

The Customer shall take all reasonable measures to prevent unauthorized access to or use of Skolara, immediately notify Skolara AS of any unauthorized access or use, and cooperate with Skolara AS to determine what has occurred, restore security in Skolara, and take any other measures Skolara AS may reasonably require in such a situation.

The Customer’s use of Skolara shall comply with all applicable laws and regulations relevant to the use of Skolara, including those governing the processing of personal data; see also the section “Processing of Personal Data” below. Skolara shall only be used for lawful and business-related purposes within the Customer’s organization.

The Customer is responsible for any breach of the Agreement on the Customer’s part. The Customer acknowledges that breaches of the Terms and the Agreement may cause losses, costs, loss of income, reputational damage, and similar consequences for Skolara AS and is therefore obligated to implement measures ensuring compliance with the Terms and the Agreement. The Customer shall inform its employees and others who are granted access to Skolara, in addition to users, of their rights and obligations under the Agreement.

The Customer shall not examine the code, functionality, interfaces, technical solutions, infrastructure, integrations with other solutions (API), or decompile Skolara beyond what is necessary to use Skolara as intended and in accordance with the Agreement. The Customer shall not, by itself or through others, exploit Skolara in any way other than as described, informed, and expressly approved in writing by Skolara AS, including by sending large volumes of data or performing testing (such as stress testing, port scanning, or security testing), scraping data, information, etc.

The Customer may use Skolara AS’s company name, logo, trademark, product marks, or any other identifiers related to Skolara AS only with prior written consent from Skolara AS and must follow Skolara’s marketing and design guidelines.

The Customer’s contact information is the email address registered in Skolara. It is the Customer’s responsibility to keep this email address up to date. The Customer is encouraged to use the organization’s business email address rather than email services intended for private individuals, such as Gmail.

5.1 Integrations with Third-Party Storage (Google Drive/OneDrive)

a) The Customer/User may connect their own Google Drive and/or Microsoft OneDrive accounts to Skolara to list and temporarily display their own files/presentations on boards. Access is limited to read-only. Skolara does not modify, move, or delete files in these services and does not store copies of the file content.

b) The visibility of such content in Skolara is limited to the authenticated user. If content is to be shared with others, the Customer/User must ensure the necessary sharing permissions in Google Drive/OneDrive. Skolara does not grant recipients access to the original files and does not retain copies.

c) The Customer/User may withdraw access at any time by disconnecting the integration in Skolara and/or in the respective account settings.

d) Skolara may suspend the integration in cases of misuse, security risk, or breach of the Agreement. The availability and functionality of third-party services (Google/Microsoft) are beyond Skolara’s control.

6 Rights to Skolara, Content, and Data

6.1 Skolara AS’ Rights to Skolara, etc.

Skolara AS and its subcontractors that provide functionality and solutions to Skolara retain all intellectual property rights and other rights related to Skolara, other services, and any deliverables provided to the Customer, including rights to technology, all code, design and interfaces, and documentation, as well as any modifications or improvements to these elements. If the Customer or employees/persons associated with Skolara AS provide feedback or suggestions regarding Skolara, other services from Skolara AS, or anything related to Skolara AS, Skolara AS may use such feedback or suggestions without limitation or obligation.

The Customer is not entitled to use Skolara to obtain information for the purpose of creating or contributing to the creation or development, in whole or in part, of a competing solution to Skolara. In cases of doubt, the matter shall be clarified with Skolara AS, and the Customer shall refrain from using Skolara until written confirmation has been received.

6.2 Right to Use Skolara (License)

The Customer is granted a non-exclusive, revocable, and limited right to use Skolara as regulated in the Agreement, provided that the Customer has paid the applicable fee for the use of Skolara.

The right of use is tied to registered users and for their exclusive use, and Skolara may not be used by the Customer for any purpose other than within the agreed scope. The right of use may not be exercised by or transferred to anyone other than the Customer’s registered users. Misuse of the right of use shall be deemed a material breach of the Agreement and entitles Skolara AS to suspend the user and/or terminate the Agreement and the right of use.

Each user account is personal and must be linked to the user’s actual email address.

6.3 Rights to Data and Information

The Customer retains the rights to its own data and information entered into Skolara by the Customer, except for the rights of Skolara AS as described below.

Skolara AS has the right to use the content entered by the Customer into Skolara for the purpose of delivering Skolara, and the Customer grants Skolara AS the right to use such content for that purpose. Skolara AS may also use such content and data to analyze, improve, and support Skolara, including through machine learning and artificial intelligence, security enhancements, functionality improvements, and similar purposes. The purpose of using such data is to improve the solution for customers.

7 Processing of Personal Data

For the information and data entered into Skolara by the Customer, Skolara AS will process personal data on behalf of the Customer and therefore acts as the data processor. The Customer shall enter into a data processing agreement covering the processing of personal data on behalf of the Customer. Such data processing agreement is included as part of the Agreement and is concluded together with it.

Skolara AS is the data controller for all information for which Skolara AS determines the purpose and means of processing. This includes, among other things, information about the Customer, the Customer’s users, technical data, logs, information about the Customer and suppliers, etc. See also Skolara AS’s privacy policy available on Skolara AS’s website.

8 Breach and Liability

If a breach of contract occurs by either party—meaning that one party fails to comply with the Agreement—the other party shall notify the breaching party in writing without undue delay and within a reasonable time after the breach was discovered or should have been discovered. The breaching party shall then remedy the situation as soon as possible.

If the situation is not remedied and the breach is considered material, the Agreement may be terminated in whole or in part with respect to the breached obligation. In such cases, termination may take effect immediately.

In the event of delayed payment, Skolara AS may charge interest on arrears pursuant to the Norwegian Interest on Overdue Payments Act and temporarily suspend the Customer’s access to Skolara. Non-payment exceeding 30 days after a payment reminder shall be considered a material breach giving Skolara AS the right to terminate the Agreement.

In the event of breach, a party may claim a price reduction or compensation for losses or expenses incurred, subject to the limitations set forth in the Agreement.

Neither party shall be liable for indirect losses suffered by the other party. Indirect losses include, among others, losses due to operational interruptions or other reasons for Skolara’s unavailability, data loss, loss of profit, or claims from third parties. The Customer acknowledges that Skolara is based on artificial intelligence and algorithms, which may produce errors or inaccurate results, and no claims may be made against Skolara AS as a result of such outcomes.

The total compensation shall in any case be limited to the fees the Customer has paid for Skolara during the preceding 12 months, including any claims for reimbursement of fees upon termination.

These limitations shall not apply if the breaching party, or anyone for whom the party is responsible, has acted with gross negligence or intent, in cases of breaches of intellectual property rights or confidentiality, or if Skolara has been used in violation of the Terms to develop a competing solution to Skolara.

Neither party shall be liable if the performance of obligations under the Agreement is prevented or hindered by circumstances that the party could not reasonably have foreseen or controlled (exempting circumstances or force majeure). Such circumstances include, among others, those recognized as force majeure under Norwegian law, including but not limited to fire, labor disputes, failure of suppliers or network operators (including telecommunications and internet providers), power shortages, pandemics, terrorism, natural disasters, and changes in legislation.

9 Confidentiality

The parties shall not exploit, grant access to, or disclose information that, upon reasonable assessment, must be considered confidential to the other party. This includes, among other things, information about customers, business matters, technology, functionality, new functionality, user interfaces, access details, costs and revenues, marketing plans, and working methods. The parties shall handle such information with an appropriate degree of confidentiality to maintain, preserve, and protect it. The confidentiality obligation applies both during and after the term of the Agreement. If a party is uncertain whether information is confidential, the other party shall be consulted before the information is used, disclosed, or made accessible.

The duty of confidentiality does not cover information necessary for the exercise of rights and obligations under the Agreement, for the administration of the contractual relationship, or disclosures required by law.

See also the above provision regarding the use of information about Skolara to develop a competing solution, which shall be considered a breach of the confidentiality obligation under this section.

10 Assignment

The parties may freely assign the Agreement provided that all payments under the Agreement have been made and the Agreement is complied with. User accounts may not be transferred to others; a new user must be created in Skolara, and the Agreement must be terminated by the previous user.

11 Amendments to the Agreement

Skolara AS may amend the Agreement with one month’s written notice. Such notice may be given within Skolara or by email to the Customer. If the amendment is materially disadvantageous to the Customer, the Customer may terminate the Agreement and the delivery of Skolara, provided that such termination is made in writing before the effective date of the amendment.

12 Governing Law and Disputes

The parties’ rights and obligations under the Agreement are governed by Norwegian law.

If a dispute arises between the parties regarding the interpretation or legal effect of the Agreement, the parties shall seek to resolve it through negotiations. If such negotiations do not succeed within one month, either party may submit the dispute to the Norwegian courts for final resolution.

Trondheim is agreed as the exclusive legal venue.

13 Data Processing Agreement

Between the Customer, as specified above in the Agreement of which this data processing agreement forms a part (the “Controller”), and Skolara AS (the “Processor”), this data processing agreement (“Data Processing Agreement”) governs the processing of personal data that the Processor carries out on behalf of the Controller under the Agreement. The terms used in the Agreement shall have the same meaning in this Data Processing Agreement.

As a result of the Agreement, the Processor will process personal data on behalf of the Controller. The purpose of the processing is for the Processor to deliver the Skolara service and any other services arising from the Agreement.

In this context, personal data will be processed about users of Skolara, such as names and contact details, first names and seating positions of students, as well as any circumstances concerning students that should be considered when determining placement. Logs of Skolara usage will also be generated. The personal data concern users of Skolara, including administrators at institutions, such as schools, teachers, and students.

The Processor shall, as a result, implement appropriate technical and organizational measures to ensure that the processing of personal data complies with the General Data Protection Regulation (GDPR) and safeguards the rights of data subjects.

The Processor shall only process personal data in accordance with documented instructions from the Controller, unless otherwise required by law, including regarding transfers of personal data to third countries; ensure that persons authorized to process personal data have committed to confidentiality or are subject to a statutory duty of secrecy; take all necessary measures in accordance with GDPR Article 32 to secure the personal data; where possible, assist the Controller in fulfilling its obligations under GDPR Articles 32 to 36 and in responding to data subject requests under GDPR Chapter III, taking into account the nature and scope of processing and the information available to the Processor; at the Controller’s discretion, delete or return personal data to the Controller after processing has been completed and delete copies of the data unless storage is required by law; and make available to the Controller all necessary information to demonstrate compliance with GDPR Article 28, as well as enable and contribute to audits/inspections conducted by the Controller or an authorized representative. The Processor shall notify the Controller if it believes an instruction from the Controller violates the GDPR or other data protection legislation.

The Controller shall process personal data in accordance with data protection legislation and issue instructions that comply with such legislation. No obligations shall be imposed on the Processor beyond what is required of a data processor under data protection law.

The Processor uses the following subcontractors to perform services involving the processing of the Controller’s personal data (sub-processors), which are approved by the Controller upon entering into this Agreement:

- Microsoft Azure

#H2# If the Processor engages or replaces a sub-processor, the Controller shall be notified at least two weeks in advance to allow the Controller to object to the change. If the Controller objects and the Processor deems the objection to have a material impact on its ability to perform under the Agreement, the Processor may terminate the Agreement within two weeks of the Controller’s response. The Processor shall only enter into agreements with sub-processors that impose the same obligations regarding the processing of personal data as those set forth in this Data Processing Agreement, and the Processor remains responsible for ensuring that sub-processors comply with these obligations.

These data processing terms apply for as long as the Processor processes personal data on behalf of the Controller.

This Agreement constitutes an appendix to and forms an integral part of the main Agreement. #H2#