Terms and Conditions (T&C)

1. INTRODUCTION - WELCOME TO ZAPTEC

These terms and conditions (the "Terms") apply to your use of Zaptec Cloud, and we encourage you to read them carefully. These Terms form a legal agreement between you as a User and Zaptec. If you, as a User, do not agree with these Terms, you must immediately discontinue your use of Zaptec Cloud.

In addition to these Terms, Zaptec's Privacy Policy describes how Zaptec processes the personal information we may collect when Users use Zaptec Cloud.

2. DEFINITIONS

For the purposes of these Terms, words and capitalized terms shall have the following meaning:

i. "Intellectual Property Rights" means all rights of industrial or intellectual property, including, inter alia, (i) processes and technology (whether patentable or not); (ii) know-how, trade secrets, business models and other confidential information; (iii) copyrights and other authors' rights (e.g. in computer software, code and documentation), design rights (whether registered or unregistered), database rights and technical information of all kinds; (iv) trademarks (whether registered or unregistered), trade names and domain names; and (v) other rights of a similar kind, whether registered or unregistered.

ii. "Privacy Policy" means Zaptec's privacy policy available here.

iii. "Terms" means these Zaptec terms and conditions that apply to Your use of Zaptec Cloud.

iv. "Third Party Terms" means the terms and conditions applicable to third party software, service or other components that may be available to the User via Zaptec Cloud.

v. "User Data" means the data which the User uploads to Zaptec Cloud.

vi. "Website(s)" means Zaptec's website available here.

vii. "You", "Your" or "User" means a user of Zaptec Cloud.

viii. "Zaptec" means Zaptec Charger AS, company registration number 912 494 470 as incorporated in the Norwegian register of business enterprises. '

ix. "Zaptec Cloud" means software platform that provides real-time processing, management, monitoring, and control of Zaptec products and services. It is accessible to end-users via the Zaptec App and Zaptec Portal, and via the Zaptec API for integration with third-party systems (subject to reasonable usage patterns).

3. ACCEPTABLE USE

The User agrees to only use Zaptec Cloud for the intended purposes and as permitted pursuant to these Terms and applicable laws. When using Zaptec Cloud, the User agrees and understands that:

a) In order to use Zaptec Cloud, the User may be required to provide certain information about themselves (such as name, contact detail, etc.). The User agrees that any information the User provides will always be accurate, correct and up-to-date.

b) You are responsible for maintaining the confidentiality of any login information associated with any account you use to access Zaptec Cloud. Accordingly, you are responsible for all activities that occur under your account(s). To this effect, the User agrees to promptly inform Zaptec of any possible misuse of User's account(s), authentication credentials or any security incidents related to Zaptec Cloud;

c) Accessing (or attempting to access) any of our Zaptec Cloud by any means other than through the means Zaptec provides, is strictly prohibited. You specifically agree not to access (or attempt to access) any of our Zaptec Cloud through any automated, unethical or unconventional means; and

d) Engaging in any activity that disrupts or interferes with Zaptec Cloud, including the servers and/or networks to which our Zaptec Cloud are located or connected, is strictly prohibited.

For the avoidance of doubt, the User shall not use Zaptec Cloud for advertising, marketing or sales activities unless expressly authorized by Zaptec in a separate agreement.

4. LICENSED RIGHTS

4.1 Your license to use Zaptec Cloud

Zaptec Cloud is the property of Zaptec. Zaptec hereby grants You a non-exclusive, non-transferable, limited, personal and revocable right to use Zaptec Cloud for Your personal use, provided You comply with the Terms.

4.2 Your license to use Zaptec Cloud

Except for the rights expressly granted to you in the Agreement and these Terms, Zaptec grants no right, title or interest to you in Zaptec Cloud.

You shall not, directly or indirectly:

a) copy, redistribute, reproduce, transfer, disclose or otherwise make available to the public any part of Zaptec Cloud, or otherwise make any use of Zaptec Cloud that is not expressly permitted under the Terms or which otherwise infringes the Intellectual Property Rights in Zaptec Cloud;

b) reverse-engineer, decompile, disassemble, modify or create derivative works of Zaptec Cloud, or any data therein, except to the extent permitted by the Terms;

c) "frame" or "mirror" Zaptec Cloud or any portion of it on any other server or internet based device without the prior written consent of Zaptec;

d) circumvent any technology used by Zaptec, or its licensors, or any third party to protect Zaptec Cloud or any data therein;

e) hinder or manipulate the flow of data or information generated through Zaptec Cloud to and from Zaptec;

f) utilize Zaptec Cloud, or any data therein, for any other purposes than expressly allowed under the Terms; or

g) allow unauthorised persons access to or use of Zaptec Cloud or using any other person's login credentials, unless expressly permissible under the Terms or other agreements with Zaptec to which You are subject to, or upon Zaptec's written permission.

4.3 Zaptec's license to User related data

Zaptec Cloud relies on data shared by You. This data is collected, stored and processed and/or analyzed by Zaptec as is necessary in order to provide You with Zaptec Cloud. Zaptec will keep all data which you submit to Zaptec Cloud secure and only process your data for the purpose of providing Zaptec Cloud to you[MA1] [THO2] .

The User hereby grants to Zaptec a worldwide, non-exclusive, limited term license to access, use and process User Data as is reasonably necessary: (a[MA3] [THO4] ) to provide, maintain and update Zaptec Cloud, (b) to prevent or address service, security, support or technical issues, (c) as required by law; and (d) as expressly permitted by you. Zaptec will delete all User Data from your account upon termination of the Direct Agreement, or otherwise in accordance with Zaptec's Privacy Policy (as applicable).

Without prejudice to the aforementioned, Zaptec reserves the right to process aggregated meta data collected through Your, and other user's, use of Zaptec Cloud for statistical, market research, product and service development, and other internal or commercial purposes.

5. THIRD PARTY APPLICATIONS

Software, services or other components included in Zaptec Cloud which are provided by third parties (if any) are subject to Third Party Terms. These Third Party Terms shall be binding on the User, and may be changed or updated by the third parties in question from time to time in accordance with their respective terms and conditions.

6. ACCOUNT

6.1 Creating a User account

In order to use Zaptec Cloud, You must create a User account. To register, you must be over 18 years of age and provide a valid email address, your name and Your country of residence. You warrant that any such information You provide to Zaptec are true and up-to-date.

Newly-created user accounts that are not activated within 14 days will be deleted.

6.2 Account security

As the creator of Your user account, Users have access and control over the Zaptec account providing access to Zaptec Cloud and the devices that are used to access the Service. To maintain control over the account and to prevent anyone from accessing the account, you should maintain control over the devices that are used to access the Service and not reveal the password nor any payment details (if any) associated with your account to anyone. You are responsible for updating and maintaining the accuracy of the information you provide to us relating to your account. You are responsible for preventing unauthorized access and use of your account by any other than you.

Zaptec reserves the right to terminate the User's account or place the account on hold in order to protect the User, Zaptec, Zaptec Cloud or our partners from conducts of or attempts to conduct identity theft or fraudulent activity.

7. DATA PROTECTION

Zaptec ensures that personal data are processed in a lawful manner and in accordance with the General Data Protection Regulation (EU) (2016/679). For information on how we process your personal data and the adhering purposes, please see our Privacy Policy. Our processing of Customer related data is subject to a separate data processing agreement entered into by Zaptec and Customer.

8. TERM AND TERMINATION

These Terms will continue to apply for as long as You use Zaptec Cloud. Zaptec may suspend your access to Zaptec Cloud at any time if You act in non-compliance with these Terms, applicable law, or in the event of Your actual or suspended unauthorized use of Zaptec Cloud. If you or Zaptec terminate any agreement relationship with you, or if Zaptec suspends your access to Zaptec Cloud in accordance with these Terms, you agree that Zaptec shall have no liability or responsibility to you and Zaptec will not refund any amount that you may have already paid, to the fullest extent permitted under applicable law.

Sections of these Terms that, either explicitly or by their nature, must remain in effect even after termination of the Terms, shall survive termination.

9. WARRANTY AND DISCLAIMER

Zaptec warrants that Zaptec Cloud will perform materially in accordance with the description of Zaptec Cloud as set out on our Websites. You understand and agree that Zaptec Cloud is provided on an "as-is" and "as-available" basis, without any express or implied warranty, condition or assurance of any kind.

Zaptec shall not be responsible for breach of these warranties if caused by: (i) hardware, software or other components which are not part of Zaptec Cloud, including any modifications made by you or third parties, (ii) errors or problems caused by you not complying with the Terms and the Direct Agreement, (iii) if Users has rejected the implementation of any upgrade, change, hot fix or similar, which would have prevented the error or problem; and (iv) errors or problems caused by third parties not acting on behalf of Zaptec.

Except as set out above, and to the fullest extent permitted by law, all other implied or statutory warranties, terms or other conditions are hereby excluded from these Terms.

10. LIMITATION OF LIABILITY

To the maximum extent permitted by law, in no event will Zaptec, its employees, licensors or related partners, be liable for any indirect, incidental, punitive or consequential damages, or any loss of use, data, business or profits (whether direct or indirect), in all cases arising out of the use or inability to use Zaptec Cloud or any third party application, regardless of legal theory, without regard to whether Zaptec has been made aware of the possibility of those damages, and even if a remedy fails of its essential purpose. Zaptec's aggregate liability for all claims arising under or in connection with these Terms shall be limited to the amounts paid by Customer to Zaptec under the Direct Agreement during the twelve months immediately preceding the last event giving rise to liability.

Nothing in these Terms removes or limits Zaptec's liability for fraud, fraudulent misrepresentation, death or personal injury caused by its negligence, and, if required by applicable law, gross negligence.

11. IDEMNIFICATION

To the fullest extent permitted by applicable law, User agrees to indemnify and hold harmless Zaptec and parent company and affiliates, and their employees, from and against any claims and all losses, expenses, damages and costs, including reasonable attorney's fees, resulting from (1) User's breach of these Terms; (2) any activity in that User or anyone using User's account engages in or through the Zaptec Service; and (4) User's violation of any law or the rights of a third party. Zaptec reserves the right to take over the exclusive defence of any claim for which Zaptec is entitled to indemnification under these Terms. In such an event, User shall provide Zaptec with such cooperation as is reasonably required by Zaptec.

12. MISCELLANEOUS

12.1 Entire Agreement

Other than as stated in this Section 14 or as explicitly agreed upon in writing between User and Zaptec, the Terms constitutes all the terms and conditions agreed upon between User and Zaptec and supersedes any prior agreements in relation to the subject matter of these Terms, whether written or oral.

12.2 Severability and Waiver

Unless stated otherwise in these Terms, should any provision of the Terms be held invalid or unenforceable for any reason to any extent, such invalidity or unenforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of these Terms, and the application of that provision shall be enforced to the extent permitted by law.

Any failure by Zaptec or any third-party beneficiary to enforce these Terms or any provision thereof shall not waive Zaptec's or the applicable third-party beneficiary's right to do so.

12.3 Assignment

Zaptec may assign these Terms or any part thereof, and Zaptec may delegate any of its obligations under these Terms. The User may not assign these Terms or any parts thereof, nor transfer or sub-licence User's rights under these Terms to any third party.

13. CHANGES TO THE TERMS

Zaptec reserves the right to change these Terms from time to time. Changes may for example be made to accommodate new products or services, to adapt to legal requirements, or otherwise to better adapt the Terms to Zaptec's business. If there is a material change to these Terms, Zaptec will notify User either by email to User's registered email address, or in-Service notifications or on Zaptec's official Website (as appropriate).

It is User's responsibility to read any such notification carefully. User's continued use of Zaptec Cloud after such changes will constitute acknowledgement and agreement of the modified terms. If User does not wish to continue using the Service under the new version of the terms, User may terminate these Terms.

14. GOVERNING LAW AND DISPUTE RESOLUTION

These Terms are governed by the laws of Norway without regard to the conflict of laws and the United Nations Convention on the International Sales of Goods. Norwegian law will apply to matters relating to the use of Zaptec Cloud.

Furthermore, any action to enforce these Terms shall be brought in the courts located in Stavanger (Nw. Stavanger tingrett),[PO5] [KG6] [THO7] Norway. The User hereby agrees to the jurisdiction by such courts and waives any jurisdictional, venue or inconvenient forum objections to such courts.

[MA1]Worth checking if from a legal standpoint we can/should extend this from being limited to "Zaptec Cloud" to "Zaptec Products and Services". The idea is that we learn from their data for more reasons than just "cloud enhancements."

[THO2]Thommessen: These terms can be broadened to include other Zaptec Products and Services. If so:
1) What other Zaptec Products and Services should be covered?
2) Are there any existing terms that already cover a different scope than Zaptec Cloud which we can look to for reference (in order to ensure that particular aspects of such products and services are adequately covered)?

[MA3]Same here... we use data to improve the user experience... improve performance... improve more things than just cloud. But not sure from a legal standpoint if it matters or not!

[THO4]Thommessen: See proposed wording (in mark-up) to facilitate use of aggregated meta data. Such aggregated data can be used to further develop other Zaptec Products and Services, provided that such data is indeed aggregated or anonymised.

Oslo? If HQ is based in Sandnes and our legal representation is based in Stavanger, would not one of those courts be more suitable? [PO5]

I will check this out with the lawyer :-) [KG6]

[THO7]Legal venue amended. Nothing legally preventing Zaptec from having Stavanger as legal venue for dispute resolution.