These general terms and conditions (the “Terms”) apply to AI services for lead conversion rate optimization provided by CARL HQ AS (“Provider”) and include important information about legal rights and obligations of Customers and Users.

1 Application of Terms

1.1 By accessing the Site and/or using the Services, the Customer and each User is automatically agreeing to the Terms and confirming that it understands that:

the Terms create a legally binding agreement between the Customer and the Provider and impose binding obligations on each User.

each User should read the Terms carefully before using the Services.

1.2 The Provider may change the Terms from time to time in its sole discretion and the following applies:

changes to the Terms will have immediate effect when published on the Site. a change to the date of the Terms indicates that they have been updated.

the Provider will only give a separate written notice to Customers if the Provider considers that the change is sufficiently significant for notice to be given.

2 Definitions

“Customer”: the legal entity which will use the Services and is registered as a Customer in the Subscription process.

“Platform”: that part of the Site which can be accessed only by Customers with a valid Subscription.

“Services”: access to use the AI services for lead conversion rate optimization available on the Site and the Platform, and all applications, tools and functionality.

“Site”: http://www.carlhq.com.

“Subscription”: the Customer’s subscription to the Services.

“Subscription Period”: each Subscription applies for an initial fixed period and is then renewed in accordance with the Terms.

“User”: an individual who is authorised to access the Site and use the Services on behalf of the Customer.

3 The Customer and Users

3.1 Customers must be legal entities and not individuals. No consumer protection is available to any Customer or User.

3.2 Each person who agrees to a Subscription is:

committing the Customer to a legally binding obligation; and

confirming and guaranteeing that they have legal authority to subscribe on these Terms and use the Services in the Customer’s business.

3.3 Each person who uses the Site, the Platform and the Services is confirming that: they have have legal capacity;

they are using the Site, the Platform and the Services for internal purposes only; and

they undertake not to sell, distribute, assign, transfer, license or otherwise commercially exploit all or any part of the Site, the Platform or the Services.

4 Subscription Periods and Cancellation

4.1 The Services are available on a rolling subscription basis for consecutive Subscription Periods of according to agreement with customer.

4.2 The Services will be provided on a rolling subscription basis and will automatically renew for subsequent Subscription Periods of the same length until cancelled in accordance with this provision. A notice to cancel will only be effective at the end of the Subscription Period in which the notice is given.

4.3 Subscriptions can be cancelled by sending written notice no later than 3 months prior to expiry of the current Subscription Period.

5 Use of Services and the Platform

5.1 The Services will be made available to the Customer as a service delivered over the internet (Software as a Service/SaaS) when payment for the first Subscription Period has been received by the Provider.

5.2 The Services and the Platform must be used in accordance with the Terms:

the Provider reserves the right to carry out investigations that are reasonable and necessary to ensure that the Services are used in accordance with the Terms.

the Provider will keep any confidential information in confidence made known to it during such investigations and only share it to the extent that is strictly necessary for the purpose of the investigation.

the Provider has the right to refuse, freeze or cancel a Subscription and/or block access to the Platform if it suspects that the Customer or any Users have acted in breach of the Terms.

6 Prices

6.1 Prices for the Services are according to the agreement with the customer.

6.2 The Supplier reserves the right to give written notice to change the price with effect from the next Subscription Period. If the Customer does not agree to the revised prices, it is entitled to cancel its Subscription with effect from the implementation of the revised price.

6.3 Any support or other assistance outside the scope of the Services will be agreed and invoiced separately.

7 Payment Terms

7.1 Invoices for Subscriptions will be issued in advance and fall due 14 calendar days from the invoice date.

7.2 The Provider can restrict access to the Platform with immediate effect until payment is made in full. The Provider can also charge interest on late payments. Neither of these actions will release the Customer from its obligation to pay for the Subscription. The Provider reserves its right to demand payment by another means.

8 Trial Period

8.1 To give the Customer a good insight into how the Services work before the Subscription becomes binding, the Provider offers a free trial of 1 month.

8.2 No payment will be taken or invoice issued until the trial period has expired.

8.3 The Subscription becomes automatically binding at the end of the trial period unless the Customer terminates the Subscription by notifying the Provider before the end of the trial period. Termination notice should be sent to petter@carlhq.com.

9 Customer Support

Customer satisfaction is important to the Provider who offers the following customer support:

Email support: petter@carlhq.com

There is no guaranteed response time nor any guarantee that the Provider can resolve support requests.

Support is limited to support for use of the Platform.

10 Subcontractors

The Provider may, at any time, engage consultants and/or other companies as subcontractors to provide all or part of the Services and has no obligation to notify the Customer or Users. Neither the Customer nor the Users have any direct contractual relationship with, or rights in relation to, such subcontractors.

11 Services are Sold “as is”

11.1 The Services are sold “as is” without any type of warranty.

11.2 The Customer and Users must assess for themselves whether the Services and/or the information, answers or recommendations received on the Platform and/or through the Services are suitable for their needs and purposes.

11.3 The Provider is entitled, in its own discretion and without notice, to change the Services to the extent it considers necessary, for example to amend or update information, correct errors or inaccuracies eller to remove information.

11.4 If the Provider changes the Services such that the scope of the Services is materially different from that described in this Agreement and the Customer gives prompt notice that it does not accept the changes, the Customer is entitled to cancel its Subscription. Cancellation will be effective from the date on which the cancellation notice is received by the Provider.

12 The Platform is provided “as available”

12.1 The Platform is provided “as available” without warranty of any kind. The Services may be completely or partially unavailable from time to time due to circumstances both within the Provider’s control (such as routine maintenance) and outside the Provider’s control (such as downtime on any of the software services used to provide the Services). The Provider will try to give advance notice of downtime.

12.2 By using the Services, the Customer and each User is acknowledging that access to the Services may be, among other things:

interrupted or delayed;

unavailable at any time or in any place;

affected by errors or omissions, which may not be, or may not be capable of being, corrected; and/or

affected by viruses or other harmful components,

and that the Provider has no responsibility for any such incidents or the consequences thereof.

13 Ownership Rights

13.1 A Subscription gives the Customer and each User a limited right of use as stated in these Terms.

13.2 The Provider owns all copyright and other intellectual property rights associated with the Site, the Platform, the Services and their content, including all further developments. In particular this means that:

a Subscription or use of the Services does not give the Customer or any User any intellectual property or other ownership rights to the Services, the Platform, the Site, the Provider’s logo or trademarks (registered or unregistered), or anything else belonging to the Provider;

no rights are given to the Customer or Users except the right to use the Platform, the Site and the Services on these Terms;

neither the Customer nor any User may copy, reproduce, distribute, modify, disassemble, decompile (“reverse engineer”), create competing works from, license, sell and/or resell all or part of the Platform, the Site or Services (or any content) or on otherwise deal with them to develop or offer a product or service that competes with the Services or for any other purpose; and

the Provider’s trademarks, name, logo and/or other intellectual property rights may not be used in connection with other products or services.

13.3 If the Provider should receive any solicited or unsolicited feedback from Customers or Users in respect of the Site, the Platform or the Services, it is free to use, distribute or publish it as it sees fit without any obligation to request consent from, give any notice to or pay any fee or royalty to the Customer or any User.

14 Customer’s Indemnity

14.1 If any claim is made against the Provider by any third parties in respect of the Customer’s or any User’s use of the Site, the Platform or the Services, this is entirely the Customer’s liability.

14.2 The Customer accepts that it will hold the Provider harmless, and that the Provider is entitled to a full indemnity claim against the Customer for, the full amount of any and all claims, losses, damages, judgments, fines, litigation costs and legal fees relating to any and all third party claims and legal proceedings (including actions by government authorities).

15 Limitations of Liability

15.1 The Services are provided subject to the following exclusions and limitations of liability:

purchase on an “as is/as available” basis means that the Customer has no rights to cancel a Subscription or claim any compensation or otherwise bring a claim against the Provider in respect of any experience of faults with or omission on the Site, in the Platform or the Services, save to the extent (if any) available under mandatory law.

the Customer and Users use the Services at their own risk. The Provider has no liability for the use of the Site, the Platform or the Services by the Customer or any User.

the Provider does not guarantee that the Services do not involve infringement of third party rights.

the Provider disclaims any and all responsibility for indirect or consequential loss or damage by/as a result of using the Site, the Platform or the Services as well as anyloss of profit of any kind, loss of customers, loss or corruption of data, loss due to business interruption, loss of use and claims from third parties, whether direct or indirect.

the Provider disclaims any and all responsibility for damage caused by hacking, viruses, malicious code, harmful components, a so-called “denial-of-service” attack or other attack from malicious software.

15.2 If there should be any liability, the Provider’s total liability is further limited as follows: any liability is only for the Customer’s documented financial loss; and

the Provider cannot be liable to the Customer for more than an amount equal to the price (ex VAT) paid by the Customer during the last three months before the claim arises.

16 Personal Data

16.1 To the extent necessary to be able to deliver the Services, the Provider will process personal data received from the Customer and inform the Customer about the processing of the personal data. The Provider will process such personal data either as a data controller (when the data is not processed on instructions from the Customer), or as a data processor (when the data is processed on instructions from the Customer).

16.2 Processing of personal data as a data processor requires a separate data processor agreement. Personal data will only be processed as stated in the data processor agreement or in accordance with the law.

16.3 The Customer is responsible for securing a legal processing basis for all data subjects who have their personal data processed as part of the use of the Services and for obtaining the necessary consent from those individuals.

16.4 If the Customer or any User has a concern about how personal data is processed by the Provider, a complaint can be filed with the Norwegian Data Protection Authority email: postkasse@datatilsynet.no/tlf. 22 39 69 00 (www.datatilsynet.no).

17 Law and Dispute Resolution

17.1 The Terms have been prepared, and shall be interpreted, in accordance with Norwegian law.

17.2 The Parties agree to try to resolve any dispute relating to the Terms or the Services amicably.

17.3 If the Parties do not reach an amicable resolution within a reasonable time (not to exceed 60 calendar days), the Parties agree to submit to the jurisdiction of the Norwegian courts, the venue to be Oslo tingrett.