Standard terms for cloud services

Definitions

Terms may also be used in the plural (e.g. "the Parties", "Users"). Terms marked with an asterisk (*) have the same meaning as in applicable data protection law and are restated here only for convenience.

1. General terms and conditions

This section covers how the agreement is formed, how much it costs and how you are notified of changes. In short: you enter into a binding contract when you order and Nexus Connect confirms; fees are set out in the Order Confirmation and price list; and material changes are communicated to your primary email address in advance.

1.1 Order

1.1.1. The Customer has ordered Software from Nexus Connect through an Order.

1.1.2. These Terms of Use are the standard terms governing use of the Software. Please read them carefully. By placing an Order, signing, clicking "I accept" or similar on any presentation of the Terms of Use — in the Software, in an online store, in a confirmation email or in another order form — the Customer enters into a legally binding contract with Nexus Connect. Only individuals with the necessary authority to bind the Customer may do so. If you do not agree to the Terms of Use, or do not have authority to place an Order on behalf of your company, you must not use the Software, place an Order, or accept or sign the Terms of Use. A binding agreement between your company and Nexus Connect is entered into if and when Nexus Connect issues an Order Confirmation. A separate procedure applies to trial accounts (see 2.3). When ordering additional Software, the Order Confirmation amends the existing agreement to include the new Software.

1.1.3. The Terms of Use govern a range of services from Nexus Connect. Depending on what the Customer has ordered, the Order Confirmation / Offer sets out:

• what Software, including Modules, the Customer has ordered;
• the Fee for the Software ordered;
• how the Customer may terminate individual Software and the customer relationship; and
• any additional terms and information that apply (for example Software-specific status pages, or terms agreed under 1.1.4).

Items 1, 2 and 3 also appear on the invoice.

1.1.4. Unless otherwise specifically agreed in writing, the Terms of Use and the Order Confirmation (including any additional terms) constitute the entire agreement between the Customer and Nexus Connect regarding the Software. The purchase of other services — such as onboarding, implementation, data migration, training or customisation — is not covered by the Terms of Use unless expressly stated.

1.1.5. Nexus Connect may amend the Terms of Use at its discretion in accordance with 1.3.1. The Terms of Use always show the date of the last update (see Section 6, Changelog). Certain changes required by legal developments may require the Customer to re-accept the Terms of Use. Such changes will be notified at least 30 days in advance under 1.3.2. If the Customer does not accept a change, the Customer may terminate under 5.6.1 and request a pro-rata refund of Fees paid in advance for the period after the termination date for the affected Software. The latest version of the Terms of Use is available on request.

1.2 Fees

1.2.1. Fees for the Software are set according to Nexus Connect's current price lists, as published online, in the Software, or otherwise made available. Some Software may be offered free of charge.

1.2.2. Unless otherwise expressly stated in the price list or agreed in writing, all Fees are due in advance and are non-refundable. There are no refunds for unused Units, Users, Software or remaining days in a Subscription Period, except where availability of the Software is significantly limited or reduced for reasons solely attributable to Nexus Connect. In such a case, Nexus Connect may, at its discretion and as the Customer's sole remedy, offer a reasonable refund for Fees accrued during the period of reduced availability.

1.2.3. Fees are exclusive of taxes and duties. Unless otherwise agreed, Nexus Connect will add applicable value added tax (VAT / merverdiavgift) to the invoice.

1.2.4. Nexus Connect may change the Fee, including the fee model, with 3 months' notice under 1.3.1, no more than twice a year for any individual Software — with 1 month's notice where a subcontractor has increased its price to Nexus Connect — and may increase prices annually to reflect general price and cost increases without notice. Annual price changes take effect from 1 January each year unless the price list or a written agreement states otherwise.

1.2.5. In the event of failure to pay or late payment, Nexus Connect may suspend the Customer's access or restrict it to read-only (see 5.6.2), and may charge interest up to the maximum rate permitted by law. Unpaid invoices may be sent to collection. If the situation is not resolved within a reasonable time, Nexus Connect may terminate the Customer's right to use the Software (see 5.6.2).

1.3 Notifications

1.3.1. General notices about the Software — such as new features, price changes or scheduled maintenance — will be delivered within the Software, on the Software's websites or communities, or by email.

1.3.2. Notices of particular importance — including Order Confirmations, and information related to security or privacy — will be sent to the Customer's primary email address.

1.3.3. The Customer is responsible for keeping its contact information, including a valid primary email address, up to date at all times.

1.3.4. All notices are deemed delivered when sent or posted by Nexus Connect, and are effective immediately unless the notice states otherwise.

1.4 Software

1.4.1. The Customer purchases a licence to use the Software as made available online by Nexus Connect. By purchasing a licence, the Customer gains access to and the right to use the Software in accordance with these Terms of Use (see Section 2).

1.4.2. Nexus Connect provides operational support free of charge — for example for login, authentication or account problems, or errors in the Software. Additional support, such as user training or advisory services, may be purchased separately.

1.4.3. The Software is provided "as is" as standard software. It is not tied to any particular version or functionality at any particular time, or to any publications or comments provided by or on behalf of Nexus Connect. The Customer may access and use the Software online as provided at any time.

1.4.4. Nexus Connect may make improvements, add, modify or remove functionality, or correct errors in any part of the Software at its sole discretion, without obligation or liability. If a modification permanently disables or removes functionality constituting a substantial part of the Software, or does so for more than two months, the Customer may cancel the subscription for the affected Software and receive a prorated refund of Fees paid in advance for it.

1.4.5. Nexus Connect may discontinue the Software, or its availability in a particular market, on 12 months' notice. The Customer is then entitled to a pro-rata refund of Fees paid in advance for the period after termination of the affected Software, shall cease using it after that date, and shall have no further claims against Nexus Connect.

1.4.6. Certain Software may be subject to additional terms or limits (for example on storage, number of Investors, transactions or files) or require registration. This is specified in the Order Confirmation.

2. Right of Use

This section defines what you are allowed to do with the Software: use it for your own equity administration and investor relations, assign accounts to named individuals (including your advisers), and nothing beyond that without a separate agreement. Because Nexus Connect has no insight into who your Users are, you are responsible for managing them.

2.1 Customer

2.1.1. The Customer is granted a limited, non-exclusive, revocable and terminable right to access and use the Software, solely for the Customer's internal business purposes and in accordance with the Terms of Use.

2.1.2. For clarity, and without limiting the foregoing: "internal business purposes" means operations and activities relating solely to the Customer's own business — such as administering its own share register and cap table, managing its own equity instruments and capital raises, and organising and communicating with its own Investors. It shall not be construed to permit the Customer to act as a service provider to third parties, or to use the Software in or for any entity in which the Customer owns or controls less than 50%, without a separate written agreement with Nexus Connect.

2.1.3. The right of use may not be transferred or assigned to any entity, in whole or in part (including by merger, demerger, bankruptcy, change of ownership or control, or to affiliated parties) without Nexus Connect's prior written consent in each case, which shall not be unreasonably withheld.

2.1.4. The Customer is solely responsible for all Use of the Software, including actions by Users, administration of Users, and access or integrations by third parties and Integrated Applications. The Customer is solely responsible for the content and legality of Customer Data, and shall not transmit or Process any harmful code (such as viruses), or use the Software for any illegal, malicious or harmful purpose.

2.1.5. Users are managed by the Customer and are the Customer's responsibility. Nexus Connect does not have insight into, or control over, who the Customer designates as a User, or the individual permissions the Customer grants them. Users must have the necessary rights from the Customer to use the Software. All User accounts are for named individuals. For clarity: the Customer may assign User accounts to third-party individuals who act on behalf of and for the benefit of the Customer, such as the Customer's accountant, lawyer, board member, adviser or consultant. The Customer is responsible for revoking access when it is no longer required.

2.1.6. The Customer may not represent that it is a manufacturer, owner, reseller, partner (unless certified as such by Nexus Connect) or distributor of Nexus Connect, or make any warranty or representation on behalf of Nexus Connect or regarding the Software, except as expressly set out herein.

2.2 Authentication (BankID and Vipps)

2.2.1. Access to the Software is secured through electronic identification. Users and Investors authenticate using BankID and/or Vipps, provided through their respective schemes as Third-Party Components. Use of these schemes is subject to the applicable terms of the scheme provider, in addition to these Terms of Use.

2.2.2. The Customer acknowledges that authentication via BankID and Vipps relies on infrastructure operated by third parties. Nexus Connect is not responsible for outages, changes or errors in the BankID or Vipps schemes that are outside Nexus Connect's control, but will act reasonably to restore or provide alternative access where it can.

2.2.3. The Customer and its Users are responsible for safeguarding their own electronic identification credentials. Authentication performed with a valid BankID or Vipps identity is deemed to be performed by the associated individual.

2.3 Trial customer

2.3.1. A trial Customer is granted a limited, non-exclusive, revocable and terminable right to access and use the Software it has registered a trial account for, for a limited period, solely to evaluate the Software's suitability for the Customer's internal business purposes and in accordance with the Terms of Use.

2.3.2. The trial period starts when the Customer accepts the Terms of Use. Its duration may vary by Software and is stated in the trial agreement.

2.3.3. Customer Data Processed during the trial period will be deleted from Nexus Connect's systems at the end of the trial period, unless it is agreed in writing that the data may be transferred to an ordinary Customer account if the Customer purchases an ordinary right of use.

3. Data processing agreement

This is the core of the agreement for a platform that holds investor and shareholder data. It sets out who is responsible for what under the GDPR and the Norwegian Personal Data Act. In plain terms: you (the Customer) are the Data Controller — you decide why the data is Processed and you own it — and Nexus Connect is the Data Processor, acting on your documented instructions. This section also explains what limited data Nexus Connect uses for running and improving the service, who our subprocessors are, and where your data lives (the EEA — Stockholm).

Nexus Connect works diligently to ensure that the Software complies with applicable data protection law, including the EU General Data Protection Regulation (GDPR) as implemented in Norway and the Norwegian Personal Data Act (personopplysningsloven). This Section 3, together with Section 4 (Security), forms the data processing agreement between the Parties.

3.1 Nature and scope of the Processing

3.1.1. Subject matter and duration. Nexus Connect Processes Personal Data on behalf of the Customer for the purpose of delivering the Software, for the duration of the customer relationship and until deletion or return under 5.6.

3.1.2. Purpose. The Processing is carried out solely to deliver, operate, secure and support the Software — that is, to administer the Customer's share/equity register and cap table, to organise Investors, and to enable communication between the Customer and its Investors.

3.1.3. Categories of Data Subjects. Typically: the Customer's Investors (shareholders, option and convertible holders and similar) and the Customer's Users.

3.1.4. Categories of Personal Data. Typically: name and contact details; national identity number (fødselsnummer / D-nummer) obtained through BankID; authentication identifiers via BankID and/or Vipps; ownership and holdings information, transactions and equity instruments; and communications between the Customer and its Investors conducted through the Software.

3.1.5. National identity numbers. The Software Processes national identity numbers, which are subject to special protection under the Norwegian Personal Data Act. Such numbers are Processed only where necessary for secure identification and to maintain an accurate share/equity register, and are protected by the measures in Section 4.

3.1.6. Special categories. The Software is not designed to Process Special Categories of Personal Data. The Customer shall not upload or otherwise Process such data in the Software without a separate written agreement, and is responsible for any Special Categories of Personal Data it nonetheless introduces.

3.2 Customer data

3.2.1. The Customer is the Data Controller for Customer Data, and agrees and/or warrants, as applicable, that:

• a) it instructs Nexus Connect to Process the Customer Data only on the Customer's behalf, and only to the extent necessary to deliver the Software securely and professionally, in accordance with the Terms of Use and applicable data protection law;
• b) it owns, or otherwise has the right to transfer, the Customer Data (including Personal Data) to the Software for Processing, and it is responsible for the accuracy, integrity, content, reliability and legality of that Data and its Use — including that it has a valid legal basis for Processing Investors' data and for entering it into the Software;
• c) where applicable, the Processing has been notified to any relevant supervisory authority and/or Data Subject, and does not breach applicable law;
• d) it is the Customer's duty, as Controller, to notify the relevant supervisory authority (the Norwegian Data Protection Authority, Datatilsynet) and/or Data Subjects of a Personal Data Breach to the extent required by law (see 3.2.2 (d) for Nexus Connect's duty to notify the Customer);
• e) Nexus Connect has provided sufficient and satisfactory information regarding its security measures (see Section 4);
• f) the Customer shall document the categories of Data Subjects and Personal Data it Processes, as required by applicable law — in particular where it configures the Software in a way Nexus Connect does not control, or where Nexus Connect lacks the necessary access or information (due to technical limits, confidentiality, or because Nexus Connect has no insight into the Customer's Users).

3.2.2. Nexus Connect is the Data Processor for Customer Data, and agrees and/or warrants, as applicable, that it shall:

• a) Process Customer Data only on the Customer's documented instructions as set out in 3.2.1 (a), including regarding transfers, unless required to act otherwise by law (in which case it will inform the Customer, unless legally prohibited);
• b) comply with advice and directives from the relevant supervisory authority;
• c) implement appropriate technical and organisational security measures (see Section 4) to protect the Data against loss and unauthorised Processing, and to ensure its confidentiality, integrity, availability and resilience at a level appropriate to the risk, taking into account available technology and the cost of implementation;
• d) inform the Customer without undue delay after becoming aware, with reasonable certainty, of a Personal Data Breach, and provide the information reasonably available to Nexus Connect to help the Customer meet its own notification duties. (Temporary unavailability of Data due to the Software being unavailable is published under 1.3.1.);
• e) notify the Customer without undue delay if, in Nexus Connect's opinion, an instruction from the Customer infringes applicable data protection law;
• f) taking into account the nature of the Processing and the information available to it, assist the Customer by appropriate technical and organisational measures — so far as possible — in responding to Data Subjects exercising their rights, and in meeting the Customer's obligations regarding security, breach notification, data protection impact assessments and prior consultation. Nexus Connect may invoice its standard rates for such assistance beyond what is provided as standard;
• g) ensure that persons authorised to Process Customer Data are bound by confidentiality;
• h) make available to the Customer information reasonably necessary to demonstrate compliance with this Section 3, and allow for and contribute to audits, including inspections, conducted by the Customer or an auditor it mandates — subject to reasonable notice, confidentiality, security constraints and Nexus Connect's standard rates, and provided such audits do not compromise the security or data of other customers;
• i) when its legal basis for Processing Customer Data ends (for example on termination), return the Customer Data to the Customer and delete it from its systems, unless law requires continued storage (see 5.6.3 and 5.6.4);
• j) promptly notify the Customer of any request for disclosure of, or access to, Customer Data received directly from a public authority, unless legally prohibited from doing so; not respond to such a request unless authorised by the Customer; and disclose Customer Data to public authorities only under a legally binding order, such as a court order or search warrant;
• k) not publish any comment or statement made by a Customer or User without prior approval.

3.3 Usage data

3.3.1. Usage Data is certain data generated by use of the Software, which Nexus Connect may use to protect, deliver, secure, maintain, market and develop the Software and related services as set out below. The Customer grants Nexus Connect the right to use Usage Data owned by the Customer for these purposes.

Usage Data is:

• Technical and traffic data — such as operating system, browser type, language and IP address;
• Aggregated user-generated data — such as session duration, counts of Investors or shareholders, login and password-reset frequency;
• Non-aggregated user-generated data — such as the context and content of support cases, chat conversations and security logs; and
• Limited production data — such as limited images, files or database excerpts from Customer Data in specific circumstances, subject to strict security measures (see 3.3.3).

Nexus Connect may also combine Usage Data with information from publicly or commercially available sources — for example to offer look-up functionality against company or securities registers.

3.3.2. Personal data in Usage Data. Where Usage Data contains Personal Data (such as an email address or IP address) or information about the Customer (such as name or organisation number), Nexus Connect is the Controller on the basis of legitimate interest, and applies security measures appropriate to the risk. Nexus Connect anonymises such data before using it for the purposes below, so that it no longer identifies the Customer or any individual. Where anonymisation is not technically possible without a significant risk of re-identification, or is not feasible given the purpose, Nexus Connect applies additional appropriate safeguards. Usage Data is not used for any purpose that would require the Data Subject's consent by law. The Customer and/or Data Subject have the right to information about this Processing and to object to it.

3.3.3. Limited production data is limited in each case in scope, access and time, and is subject to appropriate security measures. It is used only for: improving the service and user experience; development and testing; statistics and research; and security and related purposes. The Customer may opt out of the use of limited production data for these purposes by emailing hei@nexuscap.no.

3.3.4. Purposes. Nexus Connect Processes Usage Data only for the following purposes:

• a) Improving the service and user experience, e.g. by analysing aggregated usage patterns and offering individual preferences;
• b) Relevant information and marketing, e.g. about complementary or value-added services (not to market Software the Customer already uses), and to provide relevant market updates;
• c) Security and related purposes, e.g. analysing session, login and event data (including in real time) to prevent, investigate and document security incidents such as Personal Data Breaches, fraud and intrusion, and to improve the security of the Software;
• d) Statistics and research, including aggregated, anonymous statistics used in general marketing and complementary services;
• e) Compliance, to monitor compliance with the Terms of Use; and
• f) Development and testing, e.g. analysing aggregated usage patterns, developing new functionality, and operational testing of new or updated services.

3.4 Subprocessors and location of data

Where your data physically sits, and who else touches it, matters most for investor data. The short version: your data is hosted in the EEA (Stockholm) on AWS, and Nexus Connect uses a small set of vetted subprocessors, each under a data processing agreement.

3.4.1. Hosting and data location. The Software is hosted on Amazon Web Services (AWS) in the Stockholm region (Sweden, EEA). Customer Data is stored and Processed within the EEA under normal operation. Keeping data in the EEA means that, for ordinary Processing, no transfer of Personal Data to a third country takes place.

3.4.2. Subprocessors. Nexus Connect uses third-party subprocessors to deliver and develop the Software, including for Processing Personal Data. Nexus Connect always enters into a data processing agreement with each subprocessor imposing obligations no less protective than those in this Section 3. Current subprocessors include:

The definitive, current list of subprocessors is maintained at https://nexuscap.no/privacy and updated under 3.4.4.

3.4.3. Transfers outside the EEA. If a subprocessor is located outside the EEA, the Parties agree that Nexus Connect is authorised to establish a valid legal basis for the transfer on the Customer's behalf using approved transfer mechanisms (such as the EU Standard Contractual Clauses and, where required, supplementary measures). The Customer authorises Nexus Connect to use such mechanisms on its behalf.

3.4.4. Changes to subprocessors. Nexus Connect will inform the Customer of planned changes to subprocessors in advance and give the Customer a reasonable opportunity to object on reasonable grounds. Because the Software is delivered as a standardised online service, the Customer may not always be able to prevent the use of a particular subprocessor; in that case, the Customer may terminate the customer relationship under 5.6.1.

4. Security

This section describes, at a level appropriate for a public terms document, how Nexus Connect protects your data. It is deliberately specific because the Software holds investor identities, national identity numbers and ownership information — but it does not disclose detail that would itself create a security risk. The measures below are the baseline; more detail is available under NDA in Nexus Connect's security documentation.

4.1. Security commitment. Nexus Connect is committed to a high level of security across the Software, including for Personal Data and privacy. Nexus Connect provides a level of security appropriate to the risk through organisational, technical and physical measures designed to ensure the confidentiality, integrity, availability and resilience of the Software and the Data Processed in it.

4.2. Hosting and network security. The Software runs on AWS in the Stockholm region (EEA). Nexus Connect relies on data-centre and physical-security controls provided by AWS, and configures its own environment with network segmentation, firewalls and restricted administrative access.

4.3. Encryption. Personal Data and Customer Data are encrypted in transit using current industry-standard protocols (TLS), and at rest using strong, industry-standard encryption. Cryptographic keys are managed under controlled access.

4.4. Authentication and access control.

• a) End-user access to the Software is secured through BankID and/or Vipps electronic identification, providing a high level of assurance for Users and Investors.
• b) Access to Customer Data by Nexus Connect personnel is restricted on a least-privilege, need-to-know basis, is individually attributable, and is subject to internal authorisation controls.
• c) The Customer is responsible for managing its own Users and their permissions, since Nexus Connect has no insight into who the Customer's Users are (see 2.1.5).

4.5. Logging and monitoring. Nexus Connect maintains security and access logs to detect, investigate and document security events, and monitors the environment for anomalies and threats. Logs are protected against unauthorised access and tampering.

4.6. Backups and resilience. Nexus Connect performs regular backups of Customer Data with a recovery point objective of up to 24 hours, enabling restoration in the event of data loss or a disruptive incident. Backups are subject to the same protection and location standards as production data.

4.7. Incident response. Nexus Connect maintains procedures for detecting, assessing and responding to security incidents and Personal Data Breaches, including the notification obligations set out in 3.2.2 (d).

4.8. Personnel and organisational measures. Personnel with access to Data are bound by confidentiality and receive appropriate security and privacy guidance. Nexus Connect maintains internal policies governing access, change management and secure development.

4.9. Subprocessor security. Nexus Connect requires its subprocessors to maintain security measures no less protective than those set out here, through the data processing agreements referred to in 3.4.2.

4.10. Shared responsibility. Security is a shared responsibility. While Nexus Connect exercises care in securely transmitting information between the Customer and the Software, the Customer acknowledges that the internet is an open system, and that Nexus Connect cannot guarantee that third parties will not intercept or alter Data in transit outside Nexus Connect's control (see also 5.4.5). The Customer is responsible for the security of its own devices, credentials and User administration.

5. Supporting terms

5.1 Confidentiality

5.1.1. Each Party may exchange or obtain Confidential Information from the other in connection with this agreement, in any form, including trade secrets and information relating to the Software, products, technology, data, business plans and roadmaps, Customer Data, or other information that should reasonably be understood to be proprietary, confidential or competitively sensitive ("Confidential Information"). Each Party shall treat the other's Confidential Information with confidentiality, take at least the steps it takes to protect its own (and no less than reasonable care), and not disclose it to any third party unless authorised by the other Party or required by law. All rights in Confidential Information remain with the disclosing Party.

5.1.2. Confidential Information does not include information that:

• a) the recipient lawfully possessed or knew before entering into these Terms;
• b) is or becomes public through no fault of the recipient;
• c) is received from a third party without a duty of confidentiality; or
• d) is developed independently by the recipient without breach of this agreement.

5.1.3. Except as otherwise provided, Nexus Connect will not sell, rent, lease or otherwise make Customer Data or Usage Data available to third parties, except: to comply with applicable law or a legally binding request from a public authority (such as a court order or search warrant); to investigate or prevent serious security threats or fraud; or, in a reorganisation, merger, sale or purchase of Nexus Connect in whole or in part, to actual or potential acquirers — in which case Nexus Connect will ensure such parties are bound by appropriate confidentiality obligations.

5.1.4. Nexus Connect may disclose Confidential Information to partners or subprocessors to the extent necessary to provide the Software and meet its obligations under these Terms.

5.2 Intellectual property rights

5.2.1. Nexus Connect (or its licensors) is the sole owner of the Software and related intellectual property rights — including source and binary code, data compilations, databases and designs (whether registered or not), all documentation and specifications, and all intellectual property arising from Nexus Connect's Processing of Usage Data. The Software is protected by copyright, trademark and other laws and treaties. Trademarks, product names and logos appearing in connection with the Software belong to their respective owners.

5.2.2. Where third-party software or intellectual property is provided by Nexus Connect as part of or in connection with the Software ("Third-Party Components", including BankID and Vipps functionality), it is subject to these Terms unless separate terms are provided. If there is a conflict between a Third-Party Component's licence terms and these Terms, the Third-Party Component's terms govern that component. If a Third-Party Component is open-source software, the Software (other than that component) shall not be deemed open source or publicly available.

5.2.3. In the event of infringement of intellectual property rights, Nexus Connect or its licensors may take all reasonable measures to protect their proprietary and commercial interests, including remedies available at law.

5.2.4. The Customer (or its Investors, as applicable) is the sole owner of the Customer Data, including any intellectual property associated with it and with the Customer's Integrated Applications.

5.3 Warranty

5.3.1. Nexus Connect will use commercially reasonable efforts to ensure the Software functions substantially as described in the Software Documentation during the Subscription Period, provided it is properly configured (including the Customer's choice of browser) and kept to a supported version. The Parties agree that the Software will not be entirely error-free and that improving it is a continuous process.

5.3.2. Nexus Connect does not warrant that the Software will meet the Customer's requirements; function properly with the Customer's chosen equipment, systems, settings, configurations, modifications, add-ons or integrations not performed or controlled by Nexus Connect; or, where delivered over the internet, be uninterrupted. Nexus Connect is not responsible for the internet, internet service providers, or the Customer's connection, nor for the availability of third-party authentication schemes (BankID, Vipps) outside its control.

5.3.3. If the Software does not perform in accordance with 5.3.1, Nexus Connect will correct confirmed errors or defects at its own expense. "Confirmed errors or defects" are those that Nexus Connect can reproduce or confirm through its support channels and that occur during the Subscription Period. Nexus Connect may replace the affected Software or functionality instead of correcting it.

5.3.4. If a confirmed error or defect is material — meaning the Customer's ability to use the Software is significantly reduced — and Nexus Connect does not remedy or replace it within a reasonable time, the Customer may terminate the right to use the affected Software and receive a pro-rata refund of Fees for the remaining Subscription Period for that Software, starting from the month following Nexus Connect's verification of the error.

5.3.5. Except as expressly stated herein, the Customer shall not be entitled to raise any other or further claims against Nexus Connect.

5.3.6. Except as expressly set out herein, neither Nexus Connect nor its licensors or suppliers make any warranty, express or implied, including of title, non-infringement, merchantability, fitness for a particular purpose, or system-integration capability.

5.3.7. Links to websites not owned or controlled by Nexus Connect are provided for convenience; Nexus Connect is not responsible for such websites.

5.4 Liability

5.4.1. Nexus Connect is not responsible for Customer Data — including its content, ownership and legality — or for Use or other activities performed on Customer Data by or on behalf of the Customer, or otherwise outside Nexus Connect's control.

5.4.2. If Nexus Connect is held liable to pay compensation under a court-approved settlement or legal order (see 5.7.2) for breach of its obligations under these Terms, such compensation shall not include indirect or consequential damages of any kind — including loss of Customer Data, production, income or profits, third-party claims or government sanctions — even if Nexus Connect was informed of the possibility. Nexus Connect's liability is limited to direct damages, unless mandatory law provides otherwise (for example for damage caused by gross negligence or intent).

5.4.3. Nexus Connect's total accumulated liability (including any refunds and compensation for direct losses and costs) during the Subscription Period for the affected Software shall not exceed an amount equal to 3 months of Fees for that Software.

5.4.4. Force majeure. Neither Party is liable for any delay or failure to perform arising from force majeure — including earthquakes, riots, labour disputes, matters affecting the internet, and other events beyond the Party's reasonable control. If legislation or regulation applicable to the Software changes after it is made available, preventing Nexus Connect from fulfilling the Customer's instructions or its obligations, or requiring suspension of the Software in whole or in part, this shall be deemed force majeure.

5.4.5. Transmission risk. While Nexus Connect exercises care in the secure transmission of information between the Customer and the Software, the Customer acknowledges that the internet is an open system and that Nexus Connect cannot and does not guarantee that third parties will not intercept or modify Data outside its control. Nexus Connect assumes no liability for such misuse, disclosure or loss.

5.4.6. Customer responsibility for data and documents. The Customer is solely responsible for the proper use of legal templates and documents generated through or uploaded to the Software — including option agreements, board documents and shareholder agreements — and for the quality and accuracy of the data it enters, including the cap table and calculations relating to fully diluted ownership. Nexus Connect disclaims all liability for losses or consequences arising from errors or deficiencies in such data or documents.

5.5 Indemnification

5.5.1. Nexus Connect shall defend the Customer against any third-party claim alleging that the Customer's use of the Software in accordance with these Terms infringes that third party's patent, copyright or other intellectual property right. The Customer shall promptly notify Nexus Connect of the claim. Nexus Connect shall indemnify the Customer for damages awarded to the third party under a court-approved settlement or order, including attorneys' fees, provided the Customer cooperates at Nexus Connect's expense and grants Nexus Connect control of the defence and settlement. Nexus Connect may, at its discretion, (i) modify the Software so it no longer infringes, (ii) replace it with functionally equivalent Software, (iii) obtain a licence for continued use, or (iv) terminate the right to use the affected Software and refund Fees paid in advance for Subscription Periods beyond the termination date. The Customer may make no other claim for such infringement.

5.5.2. The indemnity in 5.5.1 does not apply where the Software has been used in breach of these Terms, or where the claim arises from use, modification, integration or adaptation of the Software not performed by Nexus Connect.

5.5.3. The Customer shall defend Nexus Connect against any third-party claim alleging that the Customer's Data, or the Customer's use of the Software in breach of these Terms, infringes a third party's intellectual property right or violates applicable law. Nexus Connect shall promptly notify the Customer. The Customer shall indemnify Nexus Connect for damages awarded under a court-approved settlement or order, including attorneys' fees, provided Nexus Connect cooperates at the Customer's expense and grants the Customer control of the defence and settlement. The Customer shall also indemnify Nexus Connect against any claims, fines or sanctions resulting from the Customer's breach of its obligations regarding the Processing of Personal Data.

5.6 Termination

5.6.1. Termination by the Customer. The Customer may terminate the customer relationship or individual Software (including Users and Modules) at any time, without cause, on 1 month's notice, or as specified in the Order Confirmation. Terms may vary by Software.

5.6.2. Termination by Nexus Connect. If Nexus Connect confirms or reasonably suspects that the Customer has breached or will breach its obligations, or the Customer becomes bankrupt or insolvent, Nexus Connect may suspend the Customer's access or restrict it to read-only until the matter is resolved. Nexus Connect will give 30 days' prior notice of any suspension or restriction and allow a reasonable time to respond, except that Nexus Connect may terminate with immediate effect where the Customer materially breaches these Terms or breaches 2.3. If the situation is not resolved within a reasonable time, Nexus Connect may terminate the customer relationship.

5.6.3. Deletion of data. On termination, or where Nexus Connect's legal basis for Processing the Data ends, Nexus Connect will delete Customer Data from its systems, unless mandatory law requires continued storage — in which case Nexus Connect continues to secure the Data as set out in these Terms. The time required to delete data may vary by Software. Once deleted, Nexus Connect has no further obligations regarding the Customer Data.

5.6.4. Data return. The Customer may request the return of Customer Data no later than 30 days after termination; after 30 days, the data may have been irrevocably deleted. Nexus Connect will return Customer Data in a format, time and method it determines (which may vary by Software). Please contact Nexus Connect well in advance of termination to schedule data return. Nexus Connect may charge its standard rates for data return. Certain Software includes functionality for the Customer to export Customer Data itself.

5.7 Governing law, jurisdiction and dispute resolution

5.7.1. These Terms of Use, and the use of the Software, are governed by Norwegian law. If a dispute arises out of or in connection with these Terms or the use of the Software, the Parties shall first attempt to resolve it through amicable negotiation. If it cannot be resolved that way, it shall be referred to the ordinary courts at Nexus Connect's registered business address.

5.7.2. The Parties agree not to bring any claim arising out of or in connection with these Terms more than one year after termination.

6. Changelog

01.01.2026: Version 1.0 — initial draft for Nexus Connect, adapted from a comparable standard terms structure, with expanded data-processing (Section 3) and security (Section 4) provisions.