Terms of Service

1. Agreement to Terms

1.1 Binding Agreement

These Terms of Service ("Terms", "Agreement") constitute a legally binding agreement between you ("Client," "you," or "your") and Norseson ("Company," "we," "us," or "our") regarding your use of our website, services, and any software applications or digital products we develop for you.

1.2 Acceptance

By accessing our website, submitting an inquiry, signing a Statement of Work, engaging our services, or making payment, you acknowledge that you have read, understood, and agree to be bound by these Terms. You further represent that you have the legal authority to enter into this Agreement on behalf of yourself or the entity you represent.

1.3 Electronic Signatures

You agree that electronic signatures, contracts, orders, and records have the same legal effect as handwritten signatures and paper-based documents. We may use electronic signature services (e.g., DocuSign, Adobe Sign) and such signatures are valid and enforceable.

2. Services Description

2.1 Software Development Services

Norseson provides comprehensive custom software development services including but not limited to:

• Mobile application development (iOS, Android, cross-platform)
• Web application development and responsive design
• Backend development, APIs, and database architecture
• Cloud infrastructure setup and DevOps services
• Quality assurance, testing, and code review
• Technical consulting and software architecture planning
• Maintenance, support, and enhancement services
• UI/UX design, prototyping, and user research
• System integration and third-party API implementation
• Legacy system modernization and migration

2.2 Service Scope and Specifications

The specific scope, deliverables, timeline, and pricing for each project will be defined in a separate Statement of Work (SOW), project agreement, or service contract signed by both parties. These Terms govern the general relationship and supplement all specific project agreements. In the event of a conflict, the specific project agreement controls for that project only.

2.3 Estimates and Timelines

All project timelines and cost estimates are best-effort projections based on information available at the time of proposal. Actual timelines and costs may vary due to scope changes, technical complexity, third-party dependencies, or Client delays. We will notify you promptly of any material changes to timeline or budget.

3. Client Responsibilities and Obligations

3.1 Project Requirements and Cooperation

Client agrees to:

• Provide clear, detailed, and complete project requirements, specifications, and documentation
• Respond to requests for information, feedback, and approvals within 5 business days (or as specified in the SOW)
• Provide timely access to necessary systems, APIs, credentials, data, and third-party services
• Designate authorized personnel with decision-making authority for project approvals
• Participate in scheduled meetings, reviews, and acceptance testing
• Review and test deliverables within the agreed acceptance period

3.2 Content, Materials, and Compliance

• Provide accurate, complete, legally compliant, and non-infringing content, data, images, and materials
• Obtain all necessary permissions, licenses, clearances, and rights for provided content
• Ensure all content complies with applicable laws including copyright, trademark, privacy, and data protection laws
• Warrant that provided content does not violate any third-party intellectual property, privacy, or other rights
• Ensure compliance with industry-specific regulations (HIPAA, PCI-DSS, SOC 2, etc.) if applicable

3.3 Client Delays and Impact

If Client delays in providing required information, feedback, approvals, or access cause project delays, we reserve the right to: (a) extend the delivery timeline proportionally, (b) charge additional fees for extended work periods at our standard hourly rates, (c) reallocate resources to other projects, or (d) terminate the engagement if delays exceed 30 days.

4. Intellectual Property Rights

4.1 Work-for-Hire and Ownership Transfer

All custom work product created specifically for Client ("Custom Work") shall be considered "work made for hire" under U.S. copyright law. To the extent any Custom Work does not qualify as work made for hire, we hereby assign all right, title, and interest in such work to Client, effective upon Client's full payment of all fees. Custom Work includes:

• Custom source code written specifically for Client's project
• Custom designs, graphics, UI/UX elements, and visual assets created for Client
• Custom documentation, specifications, and technical materials
• Custom database schemas and data models designed for Client
• Modifications or enhancements to Client's existing systems

4.2 Company-Retained Intellectual Property

Norseson retains all ownership rights to:

• Pre-existing proprietary code, frameworks, libraries, tools, templates, and methodologies developed by Norseson prior to or independent of this engagement
• General knowledge, skills, techniques, ideas, concepts, and expertise acquired during the project
• Norseson's internal processes, workflows, and development methodologies
• Company branding, trademarks, service marks, and marketing materials
• Any improvements, enhancements, or derivative works to our pre-existing proprietary tools

We grant Client a non-exclusive, perpetual, worldwide, royalty-free license to use any pre-existing Norseson components incorporated into the Custom Work, solely as part of the delivered application.

4.3 Third-Party and Open Source Components

Software may include third-party libraries, frameworks, and open source components subject to their respective licenses (e.g., MIT, Apache 2.0, GPL). We will:

• Disclose all open source components and their licenses in project documentation
• Use commercially reasonable efforts to avoid viral copyleft licenses (GPL, AGPL) unless approved by Client
• Provide attribution and license compliance as required by third-party licenses

Client is solely responsible for ongoing compliance with all third-party and open source license terms. We make no warranties regarding third-party components.

4.4 Moral Rights Waiver

To the extent permitted by law, we irrevocably waive all moral rights (including rights of attribution and integrity) in the Custom Work and consent to any modification, use, or distortion of the work by Client.

4.5 License Pending Full Payment

Until full payment is received, Client receives only a limited, non-exclusive, non-transferable license to use work product for internal testing and evaluation purposes. Full ownership transfer occurs only upon receipt of final payment. We may use technological measures to enforce this provision.

4.6 Portfolio and Marketing Rights

Client grants us a non-exclusive, perpetual, worldwide license to use Client's name, logo, and general project description (without confidential details) in our portfolio, case studies, marketing materials, and business development activities. Client may opt out by providing written notice.

5. Payment Terms and Financial Obligations

5.1 Fee Structure and Pricing

• Fees are based on agreed project scope, deliverables, hourly rates, or fixed-price as specified in the SOW
• Fixed-price projects require defined scope; changes trigger additional charges
• Hourly projects are billed based on actual time spent, tracked with industry-standard time tracking tools
• All fees are stated in U.S. Dollars (USD) unless otherwise specified
• All fees are exclusive of taxes; Client is responsible for all applicable sales, use, VAT, GST, and other taxes

5.2 Payment Schedule and Terms

• Deposit: Projects typically require a 50% deposit before work begins; no work starts until deposit is received
• Milestone Payments: For larger projects, payments are due upon completion of defined milestones as specified in the SOW
• Final Payment: Final 50% (or remaining balance) is due upon project completion and before final delivery
• Retainer/Support: Monthly retainers are due on the 1st of each month and are non-refundable
• Payment Due Date: Invoices are due within 15 days of receipt unless otherwise specified
• Payment Methods: We accept bank transfer, wire transfer, credit card (via Stripe), and other methods as agreed

5.3 Late Payments and Interest

Late payments are subject to the following:

• Late Fee: Interest of 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is less, on all overdue amounts
• Service Suspension: We may suspend all work and services if payment is more than 10 days overdue
• Termination: We may terminate the engagement if payment is more than 30 days overdue
• Collection Costs: Client is responsible for all costs of collection including attorney fees, court costs, and collection agency fees

5.4 Scope Changes and Additional Work

Any changes to project scope, requirements, specifications, or timeline must be documented in a written Change Order signed by both parties. Change Orders will specify:

• Description of the change and reason
• Impact on timeline and delivery dates
• Additional fees (if any)
• Revised payment schedule

We will not perform work beyond the original scope without an approved Change Order. Minor clarifications within the original scope do not require a Change Order.

5.5 Expenses and Reimbursement

Client is responsible for reimbursing pre-approved expenses including:

• Third-party software licenses, APIs, and services required for the project
• Cloud hosting, storage, and infrastructure costs during development
• Domain registration, SSL certificates, and security tools
• Stock photos, fonts, icons, or other licensed assets
• Travel expenses if on-site work is required (requires prior written approval)

We will obtain Client approval before incurring expenses exceeding $500.

5.6 Kill Fees and Early Termination

If Client terminates the project before completion:

• Work Completed: Client must pay for all work completed to date at our standard rates
• Kill Fee: Client must pay 25% of remaining project fees as a kill fee for lost opportunity and resource allocation
• Expenses: Client must reimburse all incurred expenses
• Deposits: Deposits are non-refundable and will be applied to amounts owed

5.7 Refund Policy

All payments are non-refundable except: (a) if we fail to deliver agreed services, (b) as required by our 30-Day Risk-Free Guarantee (if applicable to your project package), or (c) as required by law. Refund requests must be submitted in writing within 30 days of payment. Approved refunds are processed within 14 business days.

6. Project Delivery, Testing, and Acceptance

6.1 Delivery and Milestones

We will deliver work product according to the schedule specified in the SOW. Deliveries may be made in phases or milestones as agreed. We will notify Client when deliverables are ready for review.

6.2 Acceptance Testing Period

Client has 10 business days from delivery ("Acceptance Period") to test deliverables and provide written notice of any defects or non-conformities to the agreed specifications. Client must provide specific, detailed descriptions of issues.

6.3 Deemed Acceptance

If Client does not provide written notice of rejection within the Acceptance Period, the deliverables are deemed accepted. Deemed acceptance constitutes Client's acknowledgment that the work conforms to specifications and triggers any milestone payment due.

6.4 Bug Fixes and Corrections

If Client identifies legitimate defects during the Acceptance Period, we will correct them at no additional charge within a reasonable timeframe. "Defect" means failure to conform to documented specifications; it does not include:

• Changes in requirements or specifications
• Issues caused by Client's systems or environment
• Issues caused by third-party services or integrations
• Performance issues due to Client's infrastructure
• User error or misuse

6.5 Post-Launch Warranty Period

We provide a 90-day warranty period following final acceptance during which we will fix bugs and defects that existed at the time of delivery at no charge. This warranty does not cover: (a) issues caused by modifications made by Client or third parties, (b) changes in third-party services or APIs, (c) new feature requests, (d) performance optimization, or (e) compatibility with new platforms or OS versions released after delivery.

7. Support, Maintenance, and Service Levels

7.1 Ongoing Support Services

Post-warranty support and maintenance services are available under separate monthly retainer agreements. Support services may include:

• Bug fixes and issue resolution
• Security patches and updates
• Performance monitoring and optimization
• Minor feature enhancements
• Technical support and troubleshooting
• Infrastructure maintenance

7.2 Service Level Commitments (SLA)

For clients with active support contracts, we commit to the following response times during business hours (Monday-Friday, 9am-5pm local time, excluding holidays):

Response time means initial acknowledgment and assessment, not resolution. Resolution time depends on issue complexity.

7.3 No SLA for Non-Support Clients

Clients without active support contracts receive best-effort support only. We may provide assistance at our standard hourly rates or require a support contract.

8. Warranties and Disclaimers

8.1 Service Warranties

Norseson warrants that:

• Services will be performed in a professional, workmanlike manner consistent with industry standards
• Deliverables will substantially conform to agreed specifications documented in the SOW
• We have the right and authority to enter into this Agreement and grant the licenses herein
• Custom Work will not, to our knowledge, infringe valid U.S. intellectual property rights of third parties
• We will comply with applicable laws and regulations in performing services

8.2 DISCLAIMER OF WARRANTIES

8.3 Third-Party Services and Components

We make no warranties regarding third-party services, platforms, APIs, libraries, frameworks, hosting providers, or components. All third-party components are subject to their own terms and conditions. Client acknowledges and accepts all risks associated with third-party dependencies including availability, performance, security, pricing changes, and discontinuation.

8.4 Testing and Validation Responsibility

Client is solely responsible for testing, validating, and verifying that deliverables meet Client's requirements before deployment to production. We strongly recommend thorough user acceptance testing, security audits, and load testing before launch. We are not liable for issues discovered after Client deploys to production.

8.5 AI and Machine Learning Disclaimer

If our services include AI, machine learning, or code generation tools (e.g., GitHub Copilot, ChatGPT): (a) AI-generated content is reviewed by our developers but may require additional testing, (b) we do not warrant that AI-generated code is free from intellectual property issues, (c) Client is responsible for verifying compliance with applicable laws, and (d) ownership of AI-generated code follows Section 4.1.

9. Limitation of Liability

9.1 Liability Cap - Direct Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE LESSER OF: (A) THE TOTAL AMOUNT PAID BY CLIENT TO NORSESON FOR THE SPECIFIC PROJECT GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM, OR (B) $50,000 USD.

9.2 EXCLUSION OF CONSEQUENTIAL DAMAGES

IN NO EVENT SHALL NORSESON, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Loss of profits, revenue, income, or business opportunities
• Loss of data, information, or database corruption
• Business interruption, downtime, or loss of use
• Cost of substitute products, services, or technology
• Loss of goodwill, reputation, or customer relationships
• Failure to realize expected savings or benefits
• Damages arising from third-party claims, actions, or services
• Damages arising from security breaches or cyber attacks
• Damages arising from Client's use, modification, or distribution of deliverables

9.3 Exceptions to Limitations

The above limitations do not apply to:

• Our indemnification obligations for intellectual property infringement (subject to Section 10.2)
• Damages caused by our gross negligence, willful misconduct, or fraud
• Violations of confidentiality obligations (subject to a separate cap of 2x project fees)
• Death or personal injury caused by our negligence
• Any other liability that cannot be excluded or limited under applicable law

9.4 Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control ("Force Majeure Event"), including but not limited to:

• Acts of God, natural disasters, severe weather, earthquakes, floods, fires
• War, terrorism, civil unrest, riots, armed conflict
• Government actions, laws, regulations, orders, embargoes, sanctions
• Pandemics, epidemics, quarantine restrictions
• Labor disputes, strikes, lockouts
• Cyber attacks, DDoS attacks, hacking incidents
• Failures of third-party hosting, internet, or cloud providers
• Failures of third-party APIs or essential services
• Power outages, telecommunications failures

Upon occurrence of a Force Majeure Event, the affected party will promptly notify the other party and timelines will be extended proportionally. If the event continues for more than 60 days, either party may terminate without penalty.

9.5 Basis of the Bargain

Client acknowledges that the limitations of liability in this Section 9 are fundamental elements of the basis of the bargain between the parties and that we would not be able to provide services at the agreed pricing without these limitations.

10. Indemnification

10.1 Client Indemnification

Client agrees to indemnify, defend, and hold harmless Norseson, its officers, directors, employees, contractors, agents, and affiliates from and against any and all third-party claims, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorney fees) arising from or related to:

• Client's breach of this Agreement or any project agreement
• Client's violation of any applicable law, regulation, or third-party right
• Client's infringement or misappropriation of third-party intellectual property rights
• Content, data, materials, or information provided by Client
• Client's use, modification, or distribution of deliverables outside the scope of granted licenses
• Client's negligent or wrongful acts or omissions
• Claims by Client's end users, customers, or employees
• Client's failure to comply with third-party license terms

10.2 Company Indemnification for IP Infringement

Norseson agrees to indemnify, defend, and hold harmless Client from and against third-party claims that the Custom Work (as delivered by us) infringes or misappropriates valid U.S. intellectual property rights, subject to the following conditions and limitations:

Conditions:

• Client provides prompt written notice of the claim (within 10 business days)
• Client grants us sole control of the defense and settlement
• Client provides reasonable cooperation and assistance in the defense
• Client does not make admissions or settle without our written consent

Exclusions (No Indemnity If):

• Infringement results from Client's modifications, combinations, or use outside specifications
• Infringement arises from content, data, or specifications provided by Client
• Infringement arises from third-party components, open source software, or platforms
• Infringement could have been avoided by using alternative implementations we offered
• Claim is based on use after we notified Client to cease use

Remedies and Cap:

If Custom Work is found to infringe, we may, at our option and expense: (a) procure the right for Client to continue using the work, (b) modify the work to be non-infringing, (c) replace the work with non-infringing alternatives, or (d) refund fees paid for the infringing portion and terminate the license.

Our total liability under this indemnification is capped at three times (3x) the fees paid by Client for the specific project giving rise to the claim, or $150,000 USD, whichever is less.

10.3 Sole Remedy

THIS SECTION 10 STATES OUR SOLE LIABILITY AND CLIENT'S EXCLUSIVE REMEDY FOR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.

11. Confidentiality and Data Protection

11.1 Confidential Information Definition

"Confidential Information" means all non-public, proprietary, or confidential information disclosed by either party, including:

• Technical information: source code, algorithms, architectures, designs, specifications, development processes
• Business information: strategies, plans, financial data, pricing, customer lists, marketing plans
• Product information: roadmaps, features, functionalities, release plans
• Personal data: information subject to data protection laws
• Any information marked as "Confidential" or that reasonably should be understood as confidential

11.2 Confidentiality Obligations

Each party agrees to:

• Maintain strict confidentiality of the other party's Confidential Information
• Use Confidential Information only for purposes of performing this Agreement
• Limit disclosure to employees, contractors, and advisors with a need to know
• Protect Confidential Information using at least the same degree of care as for own confidential information (minimum reasonable care)
• Not reverse engineer, disassemble, or decompile any software or technology

11.3 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no breach
• Was rightfully in the receiving party's possession before disclosure
• Is independently developed without use of Confidential Information
• Is rightfully received from a third party without restriction
• Must be disclosed pursuant to law, regulation, or court order (with notice to the disclosing party)

11.4 Data Protection and Privacy

We will process personal data in accordance with applicable data protection laws including GDPR, CCPA, LGPD, and other relevant regulations. Our Privacy Policy (available at /privacy) describes our data protection practices in detail.

If we process personal data on Client's behalf, we will enter into a separate Data Processing Agreement (DPA) as required by law. Client is responsible for ensuring that all personal data provided to us is collected and processed lawfully with appropriate consents.

11.5 Term and Survival

Confidentiality obligations remain in effect for five (5) years from the date of disclosure or until the information no longer qualifies as Confidential Information, whichever comes first. Obligations regarding trade secrets continue indefinitely.

12. Subcontractors and Personnel

12.1 Right to Use Subcontractors

We reserve the right to use subcontractors, freelancers, and third-party personnel to perform services, provided that:

• We remain fully responsible for all work performed by subcontractors
• All subcontractors are bound by written confidentiality and intellectual property agreements
• We will notify Client if requested and provide general information about subcontractor roles
• Client may object to specific subcontractors for reasonable cause

12.2 No Solicitation

During the term of this Agreement and for twelve (12) months after, Client agrees not to solicit, recruit, or hire any of our employees, contractors, or subcontractors involved in Client's project without our prior written consent. If Client breaches this provision, Client agrees to pay us a placement fee equal to 50% of the hired individual's annual compensation.

13. Regulatory Compliance and Export Control

13.1 Export Control Compliance

Software and technical data delivered under this Agreement may be subject to U.S. export control laws and regulations, including the Export Administration Regulations (EAR) and International Traffic in Arms Regulations (ITAR). Client agrees to:

• Comply with all applicable export control laws and regulations
• Not export, re-export, or transfer deliverables to prohibited countries, entities, or individuals
• Obtain necessary export licenses before transferring deliverables internationally
• Indemnify us for any violations of export control laws by Client

13.2 Sanctions and Restricted Parties

Client represents and warrants that it is not, and will not become during the term:

• Listed on any U.S. government list of prohibited or restricted parties (OFAC SDN List, Entity List, etc.)
• Located in, or controlled by entities in, embargoed or sanctioned countries
• Owned or controlled (50% or more) by any prohibited or restricted party

We reserve the right to immediately suspend or terminate services if we determine Client may be in violation of sanctions laws.

13.3 Anti-Corruption and Anti-Bribery

Both parties agree to comply with all applicable anti-corruption laws including the U.S. Foreign Corrupt Practices Act (FCPA) and UK Bribery Act. Neither party shall:

• Directly or indirectly offer, pay, promise, or authorize any bribe, kickback, or improper payment
• Provide anything of value to government officials to obtain business advantages
• Engage in any activity that could violate anti-corruption laws

13.4 Industry-Specific Compliance

If Client operates in regulated industries (healthcare, finance, etc.), Client is responsible for ensuring compliance with industry-specific regulations including:

• HIPAA (Health Insurance Portability and Accountability Act)
• PCI-DSS (Payment Card Industry Data Security Standard)
• SOC 2 (Service Organization Control 2)
• FERPA (Family Educational Rights and Privacy Act)
• FINRA, SEC, or other financial services regulations

We will implement reasonable technical measures to support compliance as specified in the SOW, but Client is ultimately responsible for regulatory compliance. Additional fees may apply for compliance-related work.

13.5 Accessibility Compliance

Unless explicitly specified in the SOW, we do not guarantee compliance with accessibility standards (WCAG, ADA Section 508, etc.). If accessibility compliance is required, it must be documented in the SOW with appropriate budget allocation. Accessibility audits and remediation are available as separate services.

14. Termination and Suspension

14.1 Termination for Convenience

Either party may terminate this Agreement for convenience upon thirty (30) days advance written notice. Upon termination:

• Client must pay all fees for work completed through the effective date
• Client must pay the kill fee as specified in Section 5.6
• Client must reimburse all incurred expenses
• We will deliver all completed work product upon receipt of final payment

14.2 Termination for Cause

Either party may terminate this Agreement immediately for cause upon written notice if:

• The other party materially breaches this Agreement and fails to cure within fifteen (15) days after written notice
• The other party becomes insolvent, files for bankruptcy, or ceases business operations
• The other party violates applicable laws or regulations
• The other party breaches confidentiality or intellectual property provisions

14.3 Immediate Suspension or Termination

We may immediately suspend or terminate services without notice if:

• Client's payment is more than ten (10) days overdue
• Client violates our Acceptable Use Policy or engages in illegal activities
• Client's actions threaten the security or integrity of our systems
• We determine Client may be subject to sanctions or export restrictions

14.4 Effect of Termination

Upon termination of this Agreement:

• All outstanding fees and expenses become immediately due and payable
• Each party must return or destroy all Confidential Information of the other party (except for archival copies required by law)
• Intellectual property rights transfer according to Section 4 (only upon full payment)
• Client must immediately cease use of any work product for which payment has not been received
• We will provide reasonable transition assistance if requested (fees may apply)

14.5 Data Retention and Deletion

Upon termination:

• We will retain Client data for thirty (30) days to allow Client to retrieve it
• After 30 days, we will securely delete all Client data from our systems (except as required for legal, accounting, or backup purposes)
• Client is solely responsible for backing up and exporting data before termination
• Data retrieval after 30 days may not be possible and may incur additional fees

14.6 Survival

The following provisions survive termination: Payment Obligations (Section 5), Intellectual Property Rights (Section 4), Warranties and Disclaimers (Section 8), Limitation of Liability (Section 9), Indemnification (Section 10), Confidentiality (Section 11), Dispute Resolution (Section 15), and any other provisions that by their nature should survive.

15. Dispute Resolution, Arbitration, and Governing Law

15.1 Informal Negotiation

Before pursuing formal dispute resolution, both parties agree to attempt to resolve disputes through good faith negotiation for at least thirty (30) days. Disputes should be escalated to senior management (CEO or equivalent) of each party.

15.2 Binding Arbitration

If informal negotiation fails, any dispute, claim, or controversy arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) or JAMS under their Commercial Arbitration Rules, subject to the following:

• Arbitrator: One neutral arbitrator selected by mutual agreement or appointed by the arbitration provider
• Location: Arbitration will be conducted remotely via videoconference or, if in-person, in London, UK or a mutually agreed location
• Language: Proceedings conducted in English
• Costs: Each party bears its own legal fees and costs; arbitrator fees split equally unless arbitrator decides otherwise
• Discovery: Limited discovery as permitted by arbitrator
• Confidentiality: All proceedings are confidential
• Award: Arbitrator's decision is final and binding and may be entered as judgment in any court of competent jurisdiction

15.3 Exceptions to Arbitration

Either party may seek injunctive or equitable relief in court for:

• Actual or threatened breach of confidentiality obligations
• Actual or threatened intellectual property infringement
• Enforcement of payment obligations
• Any matter requiring immediate injunctive relief

15.4 CLASS ACTION WAIVER

15.5 JURY TRIAL WAIVER

TO THE EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

15.6 Governing Law

This Agreement shall be governed by and construed in accordance with:

• Primary: The laws of England and Wales, without regard to conflict of law principles
• For U.S. Clients: The laws of the State of Delaware (if Client is a U.S. entity)
• For EU Clients: Applicable EU regulations (GDPR, etc.) also apply

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15.7 Jurisdiction and Venue

To the extent arbitration does not apply or is deemed unenforceable, the parties submit to the exclusive jurisdiction of the courts of England and Wales (or Delaware courts for U.S. clients) for resolution of disputes.

15.8 Limitation Period

No claim arising from this Agreement may be brought more than two (2) years after the cause of action accrued, regardless of any statute of limitations to the contrary.

16. General Provisions

16.1 Entire Agreement

These Terms, together with any executed Statements of Work, project agreements, and incorporated documents, constitute the entire agreement between the parties and supersede all prior negotiations, representations, understandings, or agreements, whether written or oral. No terms on Client's purchase orders or other documents will modify these Terms unless expressly agreed in writing by both parties.

16.2 Amendments and Modifications

We may update these Terms from time to time. Material changes will be communicated to active clients via email at least 30 days before taking effect. Continued use of services after changes constitute acceptance. For project-specific SOWs, amendments must be in writing and signed by authorized representatives of both parties.

16.3 Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in full force and effect. The invalid provision will be replaced with a valid provision that most closely approximates the original intent and economic effect.

16.4 Waiver

No failure or delay by either party in exercising any right or remedy shall constitute a waiver of that right or remedy. A waiver of any breach does not constitute a waiver of any subsequent breach. All waivers must be in writing and signed by the waiving party.

16.5 Assignment and Transfer

Client may not assign, transfer, or delegate this Agreement or any rights or obligations without our prior written consent. We may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets. Any unauthorized assignment is void. This Agreement binds and benefits both parties and their permitted successors and assigns.

16.6 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or fiduciary relationship. Neither party has authority to bind the other or incur obligations on the other's behalf.

16.7 Notices

All legal notices must be in writing and sent to:

Notices are effective upon delivery (for email, when sent to the designated address). Either party may update its notice address by providing written notice to the other party.

16.8 Headings

Section headings are for convenience only and do not affect the interpretation of this Agreement.

16.9 Counterparts

This Agreement may be executed in counterparts (including electronic counterparts), each of which is an original and all of which together constitute one agreement.

16.10 Language

This Agreement is drafted in English. If translated, the English version controls in the event of any conflict or inconsistency.

16.11 Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties and does not create any third-party beneficiary rights, except that our affiliates, officers, directors, employees, and contractors are third-party beneficiaries of Client's indemnification and limitation of liability provisions.

16.12 Attorney Fees

In any action or proceeding to enforce rights under this Agreement, the prevailing party is entitled to recover its reasonable attorney fees, costs, and expenses.

17. Contact Information

18. Affiliate Program Terms

18.1 Eligibility and Enrollment

Participation in the Norseson Affiliate Program is by application or invitation only. We reserve the right to accept or reject any affiliate in our sole discretion and may require verification of identity, business information, and tax status (including completed W-8/W-9 forms) before activating or continuing an affiliate account. Affiliates must maintain accurate contact, payout, and compliance information at all times.

18.2 Commission Calculation and Payouts

• Commissions are earned only on Qualified Referrals that remain in good standing and fully paid.
• Payouts are processed on net-30 terms following the end of the calendar month in which the commission is earned. We may delay payment while investigating suspected violations or until required tax documentation is received.
• Payout methods (e.g., bank transfer, PayPal, or other supported services) require the affiliate to supply accurate payment details. Transaction fees, currency conversion costs, and withholding taxes may be deducted where applicable.
• We reserve the right to adjust or reverse commissions for refunds, chargebacks, fraudulent activity, or any transaction that is not a Qualified Referral.

18.3 Compliance Obligations

Affiliates agree to comply with all applicable laws, regulations, industry guidelines, and these Terms of Service. Affiliate marketing materials must be truthful, not misleading, and clearly disclose the existence of an affiliate relationship in accordance with FTC endorsement guidelines and similar regulations worldwide. We may request pre-approval of creative assets and can revoke approval at any time.

18.4 Prohibited Activities & Traffic Quality

To maintain the integrity of the program, the following activities are strictly prohibited. Violations result in immediate termination of the affiliate account and forfeiture of unpaid commissions.

• Fraud and Misrepresentation: No false, deceptive, or harmful representations of our services; no impersonation of Norseson personnel; no misleading links, cookie stuffing, or use of stolen or fraudulent payment information.
• Bots and Automated Traffic: Generating clicks, impressions, or referrals through bots, scripts, spiders, automated dialers, or other invalid means is forbidden.
• Self-Referrals: Affiliates may not use their own links for personal purchases or for entities they own or control to earn commissions.
• Incentivized Referrals: Offering cash, rewards, credits, or other incentives for using an affiliate link without our prior written consent is prohibited.
• PPC & Brand Bidding: Affiliates may not bid on our brand name, variations, or URLs in any pay-per-click platform or create ads that impersonate our official marketing.
• Unsolicited Communications: All marketing must comply with applicable anti-spam laws (e.g., CAN-SPAM, CASL, GDPR). Sending unsolicited emails, messages, or comment spam is prohibited.

18.5 Right to Investigate and Void Commissions

We reserve the right to investigate any suspected fraudulent or non-compliant activity and may pause or withhold commission payments during the review. If we determine that an affiliate violated these Terms, we may terminate the affiliate account, void unpaid commissions, and pursue any other remedies available at law or equity. Our decisions regarding affiliate compliance are final.