General Terms and Conditions for Blue Oryx Services (Owned by LC Media)
These General Terms and Conditions (”GTCs”) govern the use of Blue Oryx, a white-label solution owned by LC Media, and clarify that the technology powering the platform is owned and provided by Adnuntius AS. Blue Oryx serves as a consulting and negotiation partner for the Customer, offering the platform under a white-label arrangement with no direct involvement in active trading or technology management.
By accepting these terms, the Customer agrees to use Blue Oryx services as described herein, with Adnuntius AS providing the technology framework and the Customer responsible for all trading activities conducted via the platform.
1. Definitions
Adnuntius AS: The technology provider and sole owner of the platform technology used by Blue Oryx, responsible for managing the underlying infrastructure and platform services.
Affiliate: Any entity that controls, is controlled by, or is under common control with another entity, where control is defined as holding more than 50% of voting interests.
Agreement: The set of documents, including the Order Forms, these GTCs, GTC Marketplace any Special Terms for licensed services, and any applicable data processing agreement (DPA) with Adnuntius AS.
Blue Oryx: A white-label solution provided by LC Media, offering access to the Adnuntius AS platform, but not directly involved in platform ownership or technology management.
Customer: The company or legal entity that enters into this Agreement with Blue Oryx for access to the platform for trading and business activities.
Customer Data: All electronic data or information submitted by the Customer, Users, or Public Users to the platform provided by Adnuntius AS via Blue Oryx.
Effective Date: The start date of the Agreement as defined in the Order Form.
Force Majeure: Events beyond reasonable control (e.g., natural disasters, government actions, strikes, or technical failures) that hinder Blue Oryx or Adnuntius AS from delivering the Services.
Order Form: The document specifying the services purchased, signed by both parties.
Parties: Blue Oryx (owned by LC Media) and the Customer.
Services: The web-based platform, tools, and related features provided by Adnuntius AS through Blue Oryx, including associated offline components.
Special Terms and Conditions: Additional terms applicable to specific services or functionalities.
Term: The duration of the Agreement, including renewals.
Users: Individuals or entities authorized by the Customer to use the services, including those from third parties working with the Customer.
Public Users: Individuals who use the Customer’s services and interact with the platform.
2. Scope of Services and Roles
2.1 Provision of Services
The platform technology offered through Blue Oryx is fully owned and operated by Adnuntius AS. Blue Oryx functions solely as a consulting partner providing access to this technology under a white-label arrangement. Blue Oryx does not own the platform or actively participate in any trading or technical management related to the services.
2.2 Customer’s Role in Trading Activities
The Customer is solely responsible for all trading activities conducted via the platform provided by Adnuntius AS. Blue Oryx, as a white-label solution, plays no role in any active trading decisions or transactions, and the Customer agrees that they bear all responsibility for managing their activities on the platform.
2.3 Subscription-Based Model
The services are subscription-based and described in detail in the Order Form. Any subscription to the platform refers specifically to the Adnuntius AS technology, while Blue Oryx acts as a facilitator and consultant in delivering access to this technology.
2.4 Blue Oryx as Consultant
Blue Oryx provides consulting and negotiation support to the Customer, but does not provide technical support for the platform, which is fully managed by Adnuntius AS. Any technical issues, upgrades, or feature requests related to the platform must be handled directly through Adnuntius AS.
2.5 Customer Cooperation and Compliance
The Customer will provide timely information as required by Adnuntius AS or Blue Oryx to facilitate the proper delivery of services. The Customer ensures compliance with applicable laws and the platform’s terms of use as governed by Adnuntius AS.
3. Support and Service Levels
3.1 Platform Support by Adnuntius AS
All technical support and service level agreements (SLAs) for the platform are the responsibility of Adnuntius AS, the owner and operator of the technology. Blue Oryx does not guarantee any platform availability or technical performance and will redirect all technical queries to Adnuntius AS.
3.2 Consulting Services
Blue Oryx will provide consulting support related to strategic business use of the platform but does not assume responsibility for resolving technical issues or platform malfunctions.
4. Customer Data and Data Protection
4.1 Data Processing Agreement (DPA) with Adnuntius AS
The Customer will enter into a Data Processing Agreement (DPA) directly with Adnuntius AS, as they are the processor of any personal data submitted to or processed on the platform. LC Media (via Blue Oryx) is not responsible for data processing activities but may act as a facilitator between the Customer and Adnuntius AS.
4.2 Customer Responsibility for Data Compliance
The Customer remains solely responsible for ensuring that all data uploaded to the platform is collected and processed in compliance with GDPR and other relevant data protection laws. Blue Oryx does not manage or control data processing and is not liable for any GDPR violations by the Customer or Adnuntius AS.
4.3 Privacy Policy
The Customer is required to maintain a valid and up-to-date privacy policy, compliant with GDPR and other applicable laws, governing the use of personal data on the platform provided by Adnuntius AS.
5. Term and Termination
5.1 Term
This Agreement becomes effective on the Effective Date specified in the Order Form and continues for the agreed subscription period unless terminated earlier in accordance with these terms. The subscription pertains to the use of the Adnuntius AS platform through Blue Oryx.
5.2 Renewals
Subscriptions will automatically renew unless the Customer provides a 30-day written notice prior to the end of the Term. Any renewal pertains to continued access to the Adnuntius AS platform under the same conditions as outlined in this Agreement.
5.3 Termination for Cause
Either party may terminate the Agreement for a material breach if not remedied within 30 days of written notice. Blue Oryx reserves the right to terminate access if the Customer breaches any compliance requirements related to their use of the platform or violates any applicable laws.
5.4 Consequences of Termination
Upon termination, the Customer will cease using the platform and remove all proprietary materials. Any termination of this Agreement does not affect the separate agreement between the Customer and Adnuntius AS for the processing of data or use of the platform technology.
5.5 Payment Obligations
The Customer remains liable for all fees incurred up to the termination date. Fees paid are non-refundable unless termination is due to a material breach by Blue Oryx or Adnuntius AS.
6. Limitation of Liability
6.1 Liability Cap
Blue Oryx’s total liability under this Agreement is limited to EUR 3,000 or the total amount paid by the Customer to Blue Oryx in the preceding 12 months, whichever is lower.
6.2 Adnuntius AS Liability
Blue Oryx is not responsible for any direct or indirect liabilities arising from the platform’s performance, as Adnuntius AS retains full control over platform operations. Any liability related to platform malfunctions, data breaches, or service failures rests with Adnuntius AS.
6.3 GDPR and Data Breaches
The Customer agrees that Blue Oryx has no responsibility or liability for any data breaches or GDPR violations connected to the use of the platform. Such claims will be handled directly between the Customer and Adnuntius AS.
7. Indemnification
7.1 Indemnification by Customer
The Customer agrees to indemnify Blue Oryx against any claims, damages, or liabilities arising from their use of the platform, including but not limited to trading activities and GDPR violations. Blue Oryx does not bear any liability for issues related to the platform’s operation or technology.
7.2 Indemnification by Blue Oryx
Blue Oryx will indemnify the Customer only for claims related to its role asa consultant and negotiation partner, provided that such claims are not the result of the Customer’s misuse of the platform or any violation of applicable laws, including GDPR. This indemnification does not extend to any technical or operational failures of the platform itself, which are the responsibility of Adnuntius AS.
8. Intellectual Property Rights
8.1 Platform Ownership by Adnuntius AS
The technology, platform, and all associated intellectual property rights are owned exclusively by Adnuntius AS. Blue Oryx acts only as a consultant and does not claim ownership over any part of the platform, its software, or its infrastructure.
8.2 Limited License to Use Platform
Subject to the terms of this Agreement, the Customer is granted a non-exclusive, non-transferable license to use the platform provided by Adnuntius AS for the duration of the subscription. This license is strictly limited to the functionalities described in the Order Form and any special terms provided by Adnuntius AS.
8.3 Ownership of Customer Data
All Customer Data uploaded or processed on the platform remains the property of the Customer. However, Adnuntius AS may process this data under the terms of the Data Processing Agreement (DPA) between Adnuntius AS and the Customer, while Blue Oryx has no ownership or control over such data.
8.4 Customizations and Derivatives
Any customizations, configurations, or derivative works created by or for the Customer using the platform remain the intellectual property of Adnuntius AS, unless otherwise agreed in writing. The Customer is not permitted to modify, reverse-engineer, or create derivative works from the platform technology.
9. General Provisions
9.1 Governing Law and Jurisdiction
This Agreement is governed by and will be construed in accordance with the laws of Norway, without reference to its conflict of law principles. Any disputes arising out of or related to this Agreement will be subject to the exclusive jurisdiction of the courts in Oslo, Norway.
9.2 Notices
All notices required under this Agreement must be in writing and sent to the addresses provided in the Order Form. Notices to Blue Oryx should be directed to the email address or physical address specified in the Order Form. It is the Customer’s responsibility to ensure that contact information remains up to date.
9.3 Force Majeure
Neither Blue Oryx nor Adnuntius AS will be held responsible for any failure to perform their obligations under this Agreement due to Force Majeure events, including but not limited to natural disasters, labor strikes, government actions, or significant technical malfunctions beyond reasonable control.
9.4 Waiver
The failure of either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that provision or any other provision. Any waiver must be made in writing and signed by the authorized representatives of both parties.
9.5 Severability
If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, that provision will be severed, and the remainder of the Agreement will remain in full force and effect. The parties will negotiate in good faith to replace any invalid or unenforceable provision with a valid provision that most closely matches the original intent of the parties.
9.6 Assignment
Neither party may assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.
9.7 Entire Agreement
This Agreement, including all referenced documents (such as the Order Form, these GTCs, GTC Marketplace, and any Data Processing Agreement with Adnuntius AS), constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations, and understandings, whether written or oral, relating to such subject matter.
9.8 Amendments
No amendment or modification of this Agreement will be valid unless it is made in writing and signed by both parties. Any changes in the terms of the platform provided by Adnuntius AS must be communicated and agreed upon directly between the Customer and Adnuntius AS, with Blue Oryx facilitating such communication where applicable.
9.9 Confidentiality
Both parties agree to maintain the confidentiality of all proprietary or confidential information disclosed during the course of this Agreement, except where disclosure is required by law or with prior written consent. This confidentiality obligation will continue even after the termination of this Agreement.
9.10 Marketing and Public Relations
Blue Oryx may use the Customer’s name and logo for marketing and promotional purposes, provided that the Customer grants prior written approval. The Customer agrees that Blue Oryx and Adnuntius AS may reference their relationship in general marketing materials without disclosing specific commercial terms.
10. Disclaimers
10.1 No Warranty for Platform Performance
While Blue Oryx facilitates access to the platform technology provided by Adnuntius AS, it makes no warranties of any kind, whether express or implied, regarding the performance, reliability, or availability of the platform. Any warranties related to the platform are the sole responsibility of Adnuntius AS.
10.2 No Involvement in Trading Activities
Blue Oryx serves purely as a consulting partner and facilitator. The Customer acknowledges that Blue Oryx has no involvement in or responsibility for any trading activities conducted through the platform, which remain entirely the responsibility of the Customer.
10.3 Third-Party Services
The platform may integrate with or connect to third-party services (e.g., DSPs, CRM systems). Blue Oryx assumes no liability for any disruptions, failures, or breaches caused by third-party service providers, and any issues related to such services must be addressed directly with the third-party providers or Adnuntius AS.
Appendix A: Data Processing Agreement (DPA)
As the owner and provider of the platform, Adnuntius AS has its own Data Processing Agreement (DPA), which governs the processing of any personal data submitted through the platform. The Customer is responsible for entering into a DPA directly with Adnuntius AS and ensuring that all data processing complies with GDPR and other applicable regulations.
Data processing agreement between Customer and LC Media’s technology provider Adnuntius AS, located at https://adnuntius.com/s/202406-DPA-Buyers.pdf.
Blue Oryx is not a party to the DPA between the Customer and Adnuntius AS, and therefore assumes no responsibility for the processing or safeguarding of personal data.