Vivaldi Enterprise License Agreement

This Enterprise License Agreement (« Agreement ») is between Vivaldi Technologies AS (« Vivaldi ») and the organization using Vivaldi’s software and related services (« Customer »). This Agreement governs Customer’s use of the software and related services (collectively, the « Software and Services ») for its internal business purposes.

By downloading, installing, deploying, or using the Software or Services for Customer’s internal business purposes, Customer agrees to be bound by the following terms and conditions, provided that such activities are undertaken by or on behalf of Customer with knowledge of this Agreement.

Any individual undertaking such activities on behalf of Customer represents that they are authorized to do so.

This Agreement becomes effective when Customer first accepts or uses the Software or Services in a manner described above (the « Effective Date »).

1. Definitions and Scope

1.1. Software. « Software » means the Vivaldi browser software provided in executable form, including updates made available by Vivaldi, but excluding Third-Party Software (as defined below).

1.2. Services. « Services » means any ancillary services provided by Vivaldi in connection with the Software.

1.3. Authorized Users. « Authorized Users » means Customer’s employees and other individuals authorized by Customer to use the Software for Customer’s internal business purposes.

1.4. Enterprise Use. « Enterprise Use » means the deployment and use of the Software by Customer and its Authorized Users for Customer’s internal business purposes in accordance with this Agreement.

1.5. Scope. This Agreement governs the relationship between Vivaldi and Customer with respect to Customer’s enterprise deployment and use of the Software and Services. The Standard Vivaldi End User License Agreement (« Standard EULA ») continues to govern the relationship between Vivaldi and each Authorized User with respect to that individual’s installation and use of the Software and Services.

In the event of any conflict between this Agreement and the Standard EULA, this Agreement shall prevail with respect to the rights and obligations of Vivaldi and Customer, while the Standard EULA shall continue to govern the rights and obligations of Vivaldi and Authorized Users.

2. License Grant

2.1. License. Subject to the terms of this Agreement, Vivaldi grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the term of this Agreement to:

(a) download, install, and use the Software for Enterprise Use;

(b) reproduce and distribute copies of the Software internally as reasonably necessary for Enterprise Use;

(c) deploy the Software on computers and devices owned, leased, managed, or otherwise controlled by Customer, including through centralized deployment tools, device management systems, scripts, and silent installation;

(d) permit Authorized Users to install and use the Software for Customer’s internal business purposes.

2.2. Configuration. Customer may configure the Software using configuration options and tools provided or expressly authorized by Vivaldi, including options for setting default preferences and deployment settings.

3. Restrictions

3.1. General Restrictions. Except as expressly permitted by this Agreement, Customer shall not, and shall not permit any third party to:

(a) sell, license, sublicense, distribute, or otherwise make the Software available outside Customer’s organization, except as expressly authorized under this Agreement;

(b) commercially exploit the Software or Services independently of Customer’s internal business operations;

(c) use the Software or Services to provide application service provider, service bureau, outsourcing, time-sharing, or similar services to third parties;

(d) modify, adapt, translate, or create derivative works of the Software, or embed the Software into another product, except to the extent expressly permitted by Vivaldi or applicable law;

(e) separate the component programs of the Software for use on different computers, except as expressly permitted by Vivaldi;

(f) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, except as permitted by applicable law; or

(g) remove, alter, or obscure proprietary notices on the Software or its documentation.

3.2. Authorized Users. Customer shall take reasonable steps to ensure that Authorized Users use the Software in accordance with this Agreement and shall be responsible for its own deployment and configuration of the Software.

3.3. Reservation of Rights. All rights not expressly granted to Customer under this Agreement are reserved by Vivaldi.

4. Intellectual Property

4.1. Ownership. The Software, Services, and all associated intellectual property rights are and shall remain the property of Vivaldi and its suppliers, as applicable.

4.2. No Transfer of Ownership. This Agreement grants Customer only the limited license rights expressly stated herein. It does not transfer ownership of the Software or any intellectual property rights to Customer.

4.3. Copies. Customer may make copies of the Software only as reasonably necessary for the activities expressly permitted under this Agreement. All such copies remain subject to the terms of this Agreement and any applicable third-party or open-source license terms.

5. Third-Party Software and Open-Source Components

5.1. Third-Party Terms. The Software may include or be distributed with third-party software or services (« Third-Party Software or Services »). Such components may be subject to separate license terms and conditions.

5.2. Applicable Licenses. Customer’s use of Third-Party Software or Services is governed by the applicable third-party license terms. To the extent those terms conflict with this Agreement, the applicable third-party terms govern the relevant component.

5.3. Open-Source Components. Certain components of the Software may be made available under open-source licenses. Nothing in this Agreement is intended to restrict rights granted to Customer under an applicable open-source license.

5.4. No Responsibility. Vivaldi assumes no responsibility or liability for Third-Party Software or Services.

6. Privacy and Data Protection

6.1. Privacy Policy. Customer’s and Authorized Users’ use of the Software and Services may involve the processing of personal data. The applicable privacy practices are described in Vivaldi’s browser privacy policy, available at: https://vivaldi.com/privacy/browser

6.2. Compliance. Each Party shall comply with the data protection and privacy laws applicable to its activities under this Agreement.

6.3. Roles of the Parties. The Parties’ respective roles as controller, processor, or other regulated entity depend on the nature and purposes of the relevant processing activities. Nothing in this Agreement alone determines those roles for all processing activities.

6.4. Data Processing Agreement. Where required by applicable data protection law, the Parties shall enter into a separate data processing agreement before undertaking processing that requires such an agreement.

6.5. Customer Configuration. Customer is responsible for the configuration choices it makes when deploying the Software and for ensuring that its deployment and use of the Software comply with applicable law.

7. Support, Maintenance, and Updates

7.1. No Included Support. Unless otherwise agreed in writing, this Agreement does not entitle Customer to technical support, maintenance, service-level commitments, or other support services.

7.2. Updates. Vivaldi may make updates or new versions of the Software available from time to time. Unless otherwise agreed in writing, Vivaldi is not obligated to provide any particular update, feature, or new version.

7.3. Availability. Vivaldi does not guarantee uninterrupted availability of the Software or Services.

8. Disclaimer of Warranties

The Software and Services are provided to Customer « as is » without any warranty of any kind, which is hereby disclaimed. Without limiting the foregoing, Vivaldi does not guarantee the availability of the Software or Services. Customer uses the Software and Services at its own risk.

9. Limitation of Liability

Customer agrees to be fully responsible for any claim, expense, liability, and/or losses arising from any infringement of this Agreement. Even though Vivaldi does its best to provide Customer with great Software and Services, Vivaldi cannot be held liable for any kind of damage, direct or indirect or consequential, resulting from Customer’s use of the Software or Services.

10. Indemnification

10.1. Customer Responsibility. Customer shall be responsible for its deployment and use of the Software and for ensuring that its use complies with this Agreement and applicable law. Customer shall remain responsible for any acts or omissions by its Authorized Users as if those acts or omissions were committed by Customer itself.

10.2. Claims Arising from Breach. To the extent permitted by applicable law, Customer shall indemnify Vivaldi against losses and third-party claims, including reasonable legal costs, arising directly from Customer’s material breach of this Agreement or its unlawful use of the Software.

10.3. No Implied Indemnity. Except as expressly provided in this Agreement or separately agreed in writing, neither Party assumes a general obligation to indemnify the other Party against third-party claims.

11. Term and Termination

11.1. Term. This Agreement commences on the Effective Date and continues until terminated in accordance with this Section.

11.2. Termination for Convenience. Either Party may terminate this Agreement for any reason by giving the other Party thirty (30) days’ prior written notice.

11.3. Termination for Breach. Either Party may terminate this Agreement by written notice if the other Party materially breaches this Agreement and fails to remedy the breach within thirty (30) days after receiving written notice specifying the breach. Where the material breach is incapable of remedy, the non-breaching Party may terminate immediately by written notice.

11.4. Effect of Termination. Upon termination, the license granted under this Agreement shall cease, and Customer shall discontinue its Enterprise Use of the Software and uninstall or delete copies of the Software under its control, except to the extent retention or continued use is permitted or required by applicable law or a separate written agreement. Upon Vivaldi’s written request, Customer shall confirm in writing its compliance with this clause.

11.5. Survival. Provisions that by their nature are intended to survive termination shall survive, including provisions concerning intellectual property, disclaimers, limitations of liability, indemnification obligations, and governing law. Termination shall not affect rights accrued before termination.

12. Amendments

Vivaldi may amend this Agreement from time to time by providing written notice to Customer of the revised terms and their effective date. Unless otherwise specified in the notice, amendments will take effect at least thirty (30) days after the notice is provided. Customer’s continued use of the Software or Services after the effective date will constitute acceptance of the amended terms. If Customer does not agree to the amendments, Customer must discontinue use of the Software and Services before the effective date. Customer is not required to separately notify Vivaldi of its disagreement.

13. Governing Law and Jurisdiction

13.1. Governing Law. This Agreement is governed by the laws of Norway, excluding its conflict-of-laws rules.

13.2. Jurisdiction. Any dispute, action, or proceeding arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the Oslo City Court, Norway, subject to any mandatory provisions of applicable law.

13.3. Injunctive Relief. Nothing in this Agreement prevents Vivaldi from seeking injunctive relief or other provisional remedies from any court having jurisdiction over the parties and the subject matter where necessary to protect its intellectual property rights, proprietary information, trade secrets, or know-how.

14. General Provisions

14.1. Entire Agreement. This Agreement constitutes the entire agreement between the Parties concerning its subject matter and supersedes prior agreements and understandings relating to that subject matter, except for any separate written agreement expressly preserved by the Parties.

14.2. Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in effect. The invalid or unenforceable provision shall be interpreted or modified to the extent necessary to make it enforceable, where permitted by applicable law.

14.3. No Waiver. A Party’s failure or delay in exercising a right under this Agreement does not constitute a waiver of that right.

14.4. Assignment. Customer may not assign or transfer this Agreement or any rights granted under it without Vivaldi’s prior written consent. Vivaldi may assign this Agreement in connection with a merger, reorganization, or transfer of all or substantially all of the relevant business or assets, subject to applicable law.

14.5. No Third-Party Beneficiaries. Except as expressly stated otherwise, this Agreement does not create rights enforceable by third parties.

14.6. Notices. Notices under this Agreement shall be in writing and delivered to the relevant Party at the address or email address designated by that Party for contractual notices. Notices to Vivaldi may be sent to [email protected].

14.7. Independent Parties. The Parties are independent contracting parties. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between them.