Master Services Agreement

1. Structure & Order of Precedence

This Master Services Agreement ("MSA") is between Medienor AS, a limited company incorporated in Norwayand operating the Sightova platform ("Sightova", "we"), and the customer identified in an order ("Customer"). It governs paid access to Sightova's image-analysis services, dashboard and API (the "Services") ordered through an order form, quote, or online checkout (each an "Order").

In case of conflict, the documents apply in the following order:

• a signed Order or negotiated agreement;
• this MSA;
• the Data Processing Addendum, which nevertheless controls on all data-protection matters;
• the Terms of Service and Privacy Policy.

Together these documents form the entire agreement between the parties for the Services and supersede all prior proposals, purchase-order terms and communications. Terms printed on a Customer purchase order have no effect.

2. Services & Access

Sightova grants the Customer a non-exclusive, non-transferable right during the subscription term to access and use the Services for its internal business purposes, up to the usage limits in the Order. The Customer may allow its employees and contractors ("Users") to use the Services on its behalf and is responsible for their compliance with this MSA.

Accounts and API keys

• The Customer must keep account credentials and API keys confidential and is responsible for all activity under them.
• Compromised keys must be revoked and regenerated immediately from the dashboard.
• Sightova may suspend keys that are being used abusively or that present a security risk, and will notify the Customer when it does.

Acceptable use

The Customer will use the Services only in compliance with applicable law and the Acceptable Use Policy in the Terms of Service, and will not submit content it does not have the right to process or that is unlawful, including child sexual abuse material, which Sightova reports to the relevant authorities where required.

3. Fees, Taxes & Payment

4. Term & Termination

This MSA starts on the effective date of the first Order and continues for as long as any Order is in force. Each Order runs for the subscription term stated in it and renews automatically for successive periods of the same length unless either party gives notice of non-renewal at least thirty (30) days before the end of the current term (or, for self-serve plans, cancels in the billing portal before the renewal date).

Termination for cause

• Either party may terminate this MSA or an Order if the other party materially breaches it and fails to cure within thirty (30) days of written notice.
• Sightova may suspend or terminate immediately on written notice for non-payment after the notice period in Section 3, for a serious security risk, or for unlawful use of the Services.
• Either party may terminate if the other becomes insolvent, enters bankruptcy or liquidation, or ceases to trade.

Effect of termination

On termination access to the Services ends, the Customer remains liable for fees accrued before termination, and Sightova refunds prepaid fees for the unused portion of the term only where the Customer terminated for Sightova's uncured breach. Customer data is handled as described in the DPA. Sections 5, 6, 7, 8, 9 and 12 survive termination.

5. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other in connection with this MSA that is marked confidential or would reasonably be understood to be confidential, including Customer Content, Order pricing, security documentation and Sightova's model details and roadmap.

The receiving party will protect Confidential Information with at least reasonable care, use it only to perform under this MSA, and disclose it only to employees, contractors and professional advisers who need to know it and are bound by obligations at least as protective. These obligations last for five (5) years after termination, and indefinitely for trade secrets and Customer Content.

Confidential Information excludes information that is or becomes public through no fault of the receiving party, was already lawfully known to it, is independently developed, or is rightfully received from a third party without restriction. A party may disclose Confidential Information where required by law or court order, giving the other party prompt notice where legally permitted so it can seek protective treatment.

6. Intellectual Property & Data

Sightova property

Sightova and its licensors retain all right, title and interest in the Services, the detection models, software, documentation, APIs and all improvements and derivatives. No rights are granted except as expressly stated in this MSA. The Customer will not reverse engineer the Services or use them to build a competing product, and will not use Sightova's output to train or benchmark a competing detection model.

Customer Content and results

The Customer retains all rights in Customer Content. The Customer grants Sightova a limited licence to process Customer Content solely to provide the Services. Sightova does not use Customer Content to train its models and deletes each image as soon as its analysis completes, as described in the DPA. Analysis results are delivered to the Customer and may be used by the Customer without restriction, subject to the disclaimers in Section 7.

Usage data

Sightova may collect and use aggregated or de-identified operational data about the use of the Services (such as request volumes, latency and score distributions) to operate, secure and improve the Services, provided such data does not identify the Customer, its Users or any Data Subject.

Feedback

If the Customer provides suggestions or feedback, Sightova may use them without restriction or obligation.

7. Warranties & Disclaimers

Each party warrants that it has the authority to enter into this MSA. Sightova warrants that it will provide the Services with reasonable skill and care and substantially in accordance with the documentation, and that it will not materially reduce the core functionality of the Services during a paid term.

8. Limitation of Liability

• NO INDIRECT DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL OR DATA, HOWEVER CAUSED.
• CAP.EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS MSA WILL NOT EXCEED THE FEES PAID OR PAYABLE BY THE CUSTOMER TO SIGHTOVA IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
• EXCEPTIONS.THESE LIMITS DO NOT APPLY TO THE CUSTOMER'S PAYMENT OBLIGATIONS, EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9, A PARTY'S BREACH OF SECTION 5 (CONFIDENTIALITY), OR LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, INCLUDING LIABILITY FOR GROSS NEGLIGENCE OR WILFUL MISCONDUCT.

The parties agree that these limitations reflect a reasonable allocation of risk given the nature and price of the Services.

9. Indemnification

By Sightova

Sightova will defend the Customer against any third-party claim alleging that the Services, as provided by Sightova and used in accordance with this MSA, infringe that third party's intellectual-property rights, and will pay damages finally awarded or agreed in settlement. This does not cover claims arising from Customer Content, misuse, modifications not made by Sightova, or combination with products not supplied by Sightova. If the Services become, or Sightova believes they may become, subject to such a claim, Sightova may procure the right to continue providing them, modify them so they are non-infringing, or terminate the affected Order and refund prepaid fees for the unused term.

By the Customer

The Customer will defend Sightova against any third-party claim arising from Customer Content, the Customer's use of the Services in breach of this MSA or applicable law (including data-protection law in respect of Customer Content), or decisions the Customer takes based on the output of the Services, and will pay damages finally awarded or agreed in settlement.

Procedure

The indemnified party must give prompt written notice of the claim, allow the indemnifying party sole control of the defence and settlement (provided no settlement imposes obligations on the indemnified party without its consent), and provide reasonable cooperation at the indemnifying party's expense.

10. Support & Service Levels

Sightova provides email support to all paying Customers during Norwegian business hours (09:00–17:00 CET/CEST, Monday to Friday, excluding public holidays) and aims to respond to support requests within one business day. Enterprise Orders may specify enhanced support channels, response targets and an uptime commitment with service credits; where they do, the Order controls.

Sightova may perform scheduled maintenance and will use reasonable efforts to announce maintenance that is expected to cause downtime in advance. Sightova may modify the Services from time to time provided the modification does not materially reduce their core functionality during a paid term.

11. Compliance, Export Control & Publicity

• Each party will comply with the laws applicable to its performance under this MSA, including anti-bribery, export-control and sanctions laws.
• The Customer represents that neither it nor its Users are subject to EU, Norwegian, UK or US sanctions, and that it will not use the Services in violation of export controls or to analyse content on behalf of a sanctioned party.
• Neither party will use the other's name or marks in publicity without prior written consent, except that Sightova may identify the Customer by name and logo in a customer list on its website and in sales materials unless the Customer opts out by email.

12. General

Governing law and disputes

This MSA and any dispute or claim arising out of or in connection with it are governed by the laws of Norway, excluding its conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods. The parties will first attempt in good faith to resolve any dispute through discussion between senior representatives for thirty (30) days. Failing that, the Oslo District Court (Oslo tingrett) has exclusive jurisdiction, except that either party may seek injunctive relief in any competent court to protect its intellectual-property rights or Confidential Information.

Other terms

• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including outages of upstream providers, provided it uses reasonable efforts to mitigate.
• Assignment.Neither party may assign this MSA without the other's written consent, except to an affiliate or a successor in a merger, acquisition or sale of substantially all of its assets, on written notice.
• Notices. Notices must be in writing and sent by email to hello@sightova.com(for Sightova) or to the account owner's email address (for the Customer), and are deemed received on the next business day.
• Independent contractors. The parties are independent contractors; this MSA creates no partnership, joint venture or agency.
• Severability and waiver. If any provision is unenforceable, the remainder stays in effect and the provision is enforced to the maximum extent permitted. A waiver is effective only in writing and only for the instance given.
• Changes.Sightova may update this MSA for future Orders and renewals by posting the revised version here and giving at least thirty (30) days' notice to paying Customers. Changes do not apply to a signed Order during its current term.
• Counterparts and e-signature. Orders may be executed electronically and in counterparts.

13. Contact

For Orders, procurement paperwork, vendor onboarding or a countersigned copy of this MSA, contact us: