1 INTRODUCTION
1.1 Acceptance of the T&C is required for using the Newton Concept
These terms and conditions (the “T&C”) govern any use of the Newton Concept. If You do not unconditionally agree to every provision of the T&C, You are not permitted to use or permit anyone else to use the Newton Concept.
1.2 The T&C constitutes a binding agreement
By using or permitting anyone else to use the Newton Concept in any manner, You agree to fully comply with the T&C, and the T&C thereby constitute a binding agreement between Yourself and FIRST Scandinavia STI, a non-profit foundation registered in Norway with reg. no. 982 587 190 and having its registered business address at Sandhorngata 43, 8008 Bodø, Norway (“FIRST Scandinavia”).
1.3 Relationship between the T&C and other agreements
In respect of an Owner, the provisions of the T&C are intended to complete the Owner’s Newton Agreement and shall be considered an integral part of each Newton Agreement. If there is any conflict between the T&C and a Newton Agreement or some other agreement the Owner has entered into with FIRST Scandinavia governing the Newton Concept, which cannot be reconciled through reasonable interpretation of the conflicting provisions, the conflicting provisions of such Newton Agreement or other agreement shall prevail.
2 DEFINITIONS
These terms shall be understood as follows when used herein:
(a) “Newton Agreement” means an agreement entered into between FIRST Scandinavia and an Owner governing the Owner’s localized use and management of the Newton Concept.
(b) “Newton Concept” means FIRST Scandinavia’s system for STEM research and education as further described on https://newtonroom.com/the-newton-concept, and includes, for the avoidance of doubt, any part thereof, such as a Newton Room, a Newton Module and Our Material).
(c) “Newton Module” means a teaching plan in a Newton Room, as further described on https://newtonroom.com/the-newton-concept/education/modules.
(d) “Newton Room” means a room intended for research and education in the Newton Concept, as further described on https://newtonroom.com/the-newton-concept/newton-room, that was designed and built according to specifications agreed between FIRST Scandinavia and an Owner.
(e) “Our Material” means any material provided by FIRST Scandinavia for use in or in connection with the Newton Concept, such as Newton Modules and other teaching materials.
(f) “Owner” means an owner of a Newton Room, which is permitted to use and manage the use of the Newton Concept in connection with such Newton Room pursuant to a Newton Agreement, such as a municipality, school or business.
(g) “Owner’s Affiliate” means any entity that directly or indirectly controls, is controlled by or is under common control with an Owner and which an Owner has permitted to use or permit others to use the Newton Concept in connection with a Newton Room.
(h) “Instructor” means any natural person who is instructing, supervising or otherwise directing the use of the Newton Concept on behalf of or under instructions from an Owner or an Owner’s Affiliate, such as a teacher or other employee of an Owner or an Owner’s Affiliate.
(i) “User” means any natural person who is using a Newton Room and who is not an Instructor, such as a student.
(j) “You” means, collectively, all Owners, Owner’s Affiliates and Instructors.
(k) “Your Material” means any material that You have used or permitted someone else to use in connection with the Newton Concept, insofar as it relates to research and education in a Newton Room, such as Newton Modules and other teaching materials You have created or modified for use in connection with the Newton Concept.
3 RESTRICTIONS ON YOUR USE OF THE NEWTON CONCEPT
3.1 For research and education purposes only
You shall not use or permit the use of the Newton Concept for any other purpose than ordinary research and education, unless You have received FIRST Scandinavia’s written consent to use the Newton Concept for some other purpose.
3.2 No use without supervision
You shall not use or permit the use of: (a) Our Material outside of a Newton Room, except as necessary and with due care to prepare the use of a Newton Room, and (b) a Newton Room without an Instructor present, and You shall procure that Users diligently comply with instructions given by Instructors regarding the use of a Newton Room.
3.3 Due care, safety protocols and equipment
You shall take due care in any use of the Newton Concept and take no action that would cause an undue risk of harm to Yourself or others, or risk of damage to a Newton Room, and procure that all Users do the same. You shall procure that mandatory and customary safety protocols and equipment are used in Your Newton Room, which in any case shall be appropriate for all activities taking place in Your Newton Room.
3.4 No illegal or dangerous use
For the avoidance of doubt, the Newton Concept shall not be used for illegal or dangerous purposes. If You become aware or suspect that the Newton Concept is used for such purposes, You shall immediately notify the Owner, FIRST Scandinavia and the appropriate authorities and take all reasonable action to prevent such illegal or dangerous use.
4 INTELLECTUAL PROPERTY RIGHTS
4.1 No transfer without express basis
Your use of the Newton Concept shall not entail any transfer of intellectual property rights to You from FIRST Scandinavia, except as may be explicitly granted herein or in any other agreements between You and FIRST Scandinavia.
4.2 Ownership and limited right to use
FIRST Scandinavia is the owner of all intellectual property rights covering the Newton Concept and any part thereof, whether registered or non-registered, worldwide. By using the Newton Concept or any part thereof, You acknowledge that the Newton Concept and any part thereof constitutes valuable intellectual property, trade secrets and business sensitive information for FIRST Scandinavia which You are not permitted to use for any purpose other than as explicitly set out herein and in other agreements You may have entered into with FIRST Scandinavia.
4.3 Grant of license to the Newton Concept
FIRST Scandinavia hereby grants You a non-exclusive, non-sublicensable license to use the Newton Concept solely for science and education purposes in connection with Your Newton Room or a Newton Room an Owner has permitted You to use. Unless explicitly permitted by FIRST Scandinavia, You shall not modify or copy (whether directly or by approximation) any part of the Newton Concept.
4.4 Grant of license to Your Material
You hereby grant to FIRST Scandinavia, and will procure that FIRST Scandinavia is granted, a non-exclusive, irrevocable, worldwide, sub-licensable, fully paid-up and royalty-free license to use, modify, reformat, excerpt, reproduce, distribute, make derivative works of, display and perform Your Material in any way and for any purpose, including to monetize it, combine it with Our Material and translate and otherwise adapt it to other languages.
5 TERM AND TERMINATION
5.1 Term and expiry
The T&C come into effect upon the entry into force of a Newton Agreement, with respect to any use of the Newton Concept pursuant to that Newton Agreement, and remain in effect until such use of the Newton Concept is permanently discontinued and the Newton Agreement governing such use is terminated.
5.2 Termination
FIRST Scandinavia may terminate the T&C and an Owner’s Newton Agreement by written notice with immediate effect in the event of a material breach of the T&C or Newton Agreement if such breach is not cured within 30 days from the Owner’s receipt of FIRST Scandinavia’s written notice that the breach is invoked.
5.3 Effects of termination
Upon the expiry or termination of the T&C, the rights and obligations of the parties shall cease, including that You must cease using the Newton Concept, except for such rights and obligations which by their nature shall survive such expiry or termination.
5.4 Suspension
In the event of a fundamental breach of the T&C, such as the use of the Newton Concept for criminal activities or infringement of intellectual property rights, FIRST Scandinavia may by written notice to the Owner with immediate effect suspend further use of the Newton Concept (in whole or in part, e.g., a Newton Room) until such time that the fundamental breach is remedied (the determination of which shall be at FIRST Scandinavia’s sole discretion). For the duration of such suspension, the Owner shall not use the Newton Concept (in whole or in part, whichever is the case) for any purpose.
6 CONFIDENTIALITY
You shall, for the duration of the T&C and for five years thereafter, keep business-sensitive information received from FIRST Scandinavia confidential, such as the content of Your Newton Agreement and information relating to the Newton Concept which is not necessary to disclose to provide education and research to Users, and take the necessary precautions to prevent unauthorized persons from gaining access to them. You shall not use or disclose such information for any other purpose than to the extent necessary to exercise their rights and obligations under the T&C and other relevant agreements with FIRST Scandinavia. Such information may in any case be disclosed to the extent that it: (a) must be disclosed to local authorities pursuant to applicable law; (b) may be lawfully obtained from other non-confidential sources; or (c) is generally known as a result of circumstances attributable to FIRST Scandinavia.
7 WARRANTIES AND REPRESENTATIONS
Each Owner warrants and represents that:
(a) in respect of that Owner’s Newton Agreement, the Newton Concept shall be used in full compliance with the T&C, and any Owner’s Affiliates and Instructors that use the Newton Concept shall fully comply with the T&C at all times,
(b) no User of its Newton Room shall take any action that would constitute a breach of the T&C if the same action had been taken by the Owner, the Owner’s Affiliates or an Instructor, such as using the Owner’s Newton Room for illegal or dangerous purposes,
(c) a sufficient amount of sufficiently qualified Instructors to ensure the safe use of its Newton Room are present at all times during the use of its Newton Room,
(d) its Newton Room will be sufficiently maintained and kept in safe working condition,
(e) Your Material (whether provided by the Owner, the Owner’s Affiliates or an Instructor) is not illegal under applicable law or otherwise offensive or contrary to public morals, including that any third party content included in Your Material does not infringe the intellectual property rights of any third party and that whomever provided Your Material has sufficient rights to grant the license in Section 4.4 to FIRST Scandinavia.
8 LIABILITY
8.1 Limitation of liability
Unless due to gross negligence or willful misconduct of FIRST Scandinavia, FIRST Scandinavia shall not be liable for: (a) the consequences of any use of a Newton Room, and (b) Your Material or other products, materials, instructions etc. that were not provided by FIRST Scandinavia.
8.2 Your indemnification
You shall defend, indemnify and hold FIRST Scandinavia, its parents, subsidiaries, affiliates, officers and employees harmless against any damages, losses, fines, costs, expenses (including attorneys’ fees), claims and liabilities, asserted at any time, arising out of or in connection with Your Material, the use of a Newton Room by You or anyone You have permitted to use a Newton Room, violation of the T&C, or infringement by You or anyone You have permitted to use a Newton Room of any intellectual property or other right of any natural person or entity.
8.3 Owner’s indemnification
Each Owner shall, in addition to the indemnities stated above, defend, indemnify and hold FIRST Scandinavia, its parents, subsidiaries, affiliates, officers and employees harmless against any damages, losses, fines, costs, expenses (including attorneys’ fees), claims and liabilities, asserted at any time, arising out of or in connection with its breach of its warranties and representations made herein.
8.4 Force majeure
If a party is unable to fulfill its obligations under the T&C due to an obstacle beyond that party’s control, which that party could not reasonably be expected to have taken into account at the time of the T&C or to avoid or overcome the consequences of, the applicable obligations are suspended as long as the obstacle persists. That party shall notify the other party of the obstacle without undue delay in order to invoke this provision.
8.5 Cumulative remedies
Except as may be explicitly stated otherwise in the T&C, the remedies granted herein are cumulative and in addition to any other rights or remedies provided by law or equity and not in substitution for them.
9 CONTACT
If You need to contact us, please refer to the contact information on FIRST Scandinavia’s website through the following URL: https://newtonroom.com/contact-us
10 MISCELLANEOUS
10.1 Interpretation
If enforcement of a provision of the T&C would be contrary to mandatory requirements of applicable law in any jurisdiction, such provision shall instead be interpreted and applied so as to comply with such mandatory requirements to the extent necessary to avoid any illegal enforcement in that jurisdiction.
10.2 Severability
If a provision of the T&C is or becomes illegal, unenforceable, or invalid in any jurisdiction, it shall not affect: (a) the enforceability or validity in that jurisdiction of any other provision of the T&C, or (b) the enforceability or validity in other jurisdictions of that or any other provision of the T&C.
10.3 Assignment
A party shall not assign its rights and obligations under the T&C to a third party without the other party’s consent, which shall not be withheld without reasonable cause. Each of the parties is in any case entitled to assign its rights and obligations to a third party as part of an assignment of the party’s entire business that the T&C are a part of.
10.4 Changes
FIRST Scandinavia may from time to time make changes to the T&C. If any such changes are significant to Your rights and obligations, FIRST Scandinavia shall provide You with three months’ written notice before they come into effect.
10.5 Choice of law
The T&C shall be governed by the laws of Norway, without giving effect to its principles of conflict of laws.
10.6 Venue and jurisdiction
Disputes arising out of or in connection with the T&C shall be brought before Oslo District Court as the exclusive court of first instance.
