In addition to terms defined elsewhere in this Agreement, the following terms shall have the meanings set forth below:
- Authorized Users: Employees or contractors of Customer authorized to use the Solution.
- Confidential Information: All non-public, business-related information disclosed by one party to the other party, whether oral or written, relating to the Party's business, affairs, products and services that has or could have commercial value, whether or not identified as confidential.
- Credits: A unit representing access to the Solution for one building or project, as defined in the Order Form.
- Customer Data: All data and information uploaded to or processed by the Solution by or on behalf of Customer, including but not limited to text, data, and/or images.
- Intellectual Property Rights: All patents, rights to inventions, copyrights and related rights, trademarks, trade names, domain names, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property right or proprietary right recognized in any country or jurisdiction in the world, whether registered or not, and whether in existence as of the effective date or arising or recognized thereafter and all applications and registrations therefor.
- Order Form: The document specifying the Customer's subscription details, chosen plan, credits, and fees for the Solution, which incorporates this Agreement by reference.
- Solution Materials: All documentation provided with the Solution, including but not limited to, technical instructions for using the Solution APIs and any integration guidelines.
2.1. Right to Use: Subject to Customer’s compliance with this Agreement and the applicable Order Form, Autility grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Solution and Solution Materials solely for Customer’s internal business purposes and in accordance with the purchased plan and Credits.
2.2. Authorized Users: Customer shall ensure that only Authorized Users are permitted access to the Solution and that such Authorized Users comply with this Agreement. Customer is solely responsible for all activities that occur under its account and for ensuring its Authorized Users comply with this Agreement. Customer shall immediately notify Autility of any loss or theft of passwords or usernames related to the Solution and any unauthorized use of the Solution.
2.3. Third-Party Users (if applicable): If the Solution offers functionality for Customer to authorize third parties to view Customer Data (e.g., for collaboration on a building project), Customer may grant such Third-Party Users access. Customer is solely responsible for ensuring that such Third-Party Users comply with this Agreement and for their activity in the Solution.
3.1. Customer Obligations: Customer shall:
- Provide all necessary cooperation for Autility's ongoing delivery of the Solution.
- Comply with Autility's reasonable instructions regarding the use of the Solution and ensure it has the necessary rights, hardware, software, and network connectivity to access and use the Solution.
- Ensure that all Customer Data uploaded to the Solution is accurate and complete.
- Prevent unauthorized access to or use of the Solution.
3.2. Restrictions: Customer shall not, and shall not attempt, permit or enable others to:
- Sell, lease, rent, copy, and/or provide access to the Solution, Solution API or the Solution Materials to any third party, other than through legitimate Authorized User access or expressly permitted Third-Party User viewing rights as described in this Agreement.
- Allow Authorized User(s) to share passwords and/or user ID with unauthorized users.
- Use the Solution in violation of any applicable laws or regulations.
- Upload, make available and/or share any information which (i) violates the rights of third parties, including but not limited to, any Intellectual Property Rights or the privacy rights of third parties, or (ii) contains any false, fraudulent, illegal, harmful and/or defamatory materials.
- Scan and/or test the vulnerability of the Solution or Solution API, or breach, disable, circumvent, remove or damage any authentication or security measures or any other technical or license restrictions on the Solution or Solution API.
- Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Solution or any software, documentation or data related to the Solution or Solution API.
- Use the Solution, Solution API or Solution Materials in any way to develop, test, enhance or calibrate any derivative works, models, system, or services that are similar to the Solution, Solution API or Solution Materials.
Use the Solution API to circumvent restrictions in the Solution or gain unauthorized access to data and operations in the Solution.
- Misrepresent or mask the Customer's identity when using and interacting with the Solution API.
3.3. Suspension of Access: If Autility becomes aware of any breach of this Agreement in connection with the Customer's or an Authorized User's use of the Solution, Autility reserves the right to (i) suspend Customer's and the Authorized User's access to the Solution, (ii) delete any infringing Customer Data, (iii) take any action Autility considers appropriate to remedy and avoid such events, and/or (iv) pursue any legal rights available under applicable law. In the event of suspension of access or deletion of Customer Data, Autility will notify the Customer as soon as reasonably possible; however, such notice may also be provided after suspension or deletion. Autility's right to suspend access is in addition to any other remedies available.
4.1. Autility Ownership: Customer acknowledges and agrees that all Intellectual Property Rights related to the Solution, Solution API, and Solution Materials are under the sole and exclusive ownership of Autility AS or its licensors. This Agreement does not transfer or grant any rights in any Intellectual Property Rights related to the Solution, Solution API, or Solution Materials.
4.2. Customer Data Ownership: All rights of ownership and any Intellectual Property Rights relating to Customer Data belong to the Customer.
4.3. Use of Customer Data: Customer grants Autility:
- The right to utilize Customer Data for the purpose of performing our obligations under this Agreement and providing the Solution during the Term.
- A royalty-free, perpetual, non-exclusive, sub-licensable, assignable, irrevocable right to aggregate, collect and use (i) data relating to the performance of the Solution for the purpose of improving Autility's products and services, and (ii) use anonymized Customer Data for commercial, statistical, analytical, and processing purposes, including but not limited to, creating and using datasets for further training and creating new service offerings. Customer acknowledges and agrees that Autility owns title and all Intellectual Property Rights related to the results arising from these rights.
4.4. Data Retrieval and Deletion upon Termination: Upon any termination, Autility will make Customer Data available to the Customer for electronic retrieval for a period of thirty (30) days after termination. After this period, Autility may delete the Customer Data.
Each party agrees to protect Confidential Information received from the other party. Neither party shall disclose the other's Confidential Information to any third party without consent, nor use it for any purpose other than the implementation of this Agreement. Each party shall take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees, agents or independent contractors in breach of the terms of this Agreement.
6.1. Prices and Payment Terms: All prices, included credits, and payment terms are set out in the applicable Order Form.
6.2. Price Adjustments: All prices may be adjusted at the beginning of every calendar year by an amount equivalent to the increase in the retail price index (the official index) of Statistics Norway, with the initial reference index value being the index value for the month in which the Agreement was formed. The price may also be adjusted to the extent that rules or administrative decisions pertaining to indirect taxes are amended in a way that affects the consideration or Autility's costs.
6.3. Overdue Payments: If Customer fails to make payment by the agreed time, Autility shall be entitled to claim interest on any overdue amount, pursuant to the Act No. 100 of 17 December 1976 relating to Interest on Overdue Payments, etc. (Late Payment Interest Act). Autility may suspend Customer’s access to the Solution for payment delays exceeding thirty (30) days from the due date. Customer will remain responsible for all fees incurred until the date of suspension.
Autility warrants it will provide the Solution in accordance with commercially reasonable standards. The Solution, Solution API, and Solution Materials are provided to the Customer on an "as is" and "as available" basis. EXCEPT AS EXPRESSLY STATED HEREIN, AUTILITY DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS, AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED to, WARRANTIES AS TO (i) THE SOLUTION, SOLUTION API, AND SOLUTION MATERIALS' AVAILABILITY, CORRECTNESS, ACCURACY, RELIABILITY, QUALITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AND (ii) THAT THE CUSTOMER'S USE OF THE SOLUTION WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY (i) LOSS OF PROFITS, SALES OR BUSINESS, (ii) BUSINESS INTERRUPTION, (iii) LOSS OR CORRUPTION OF DATA OR INFORMATION, (iv) LOSS OF BUSINESS OPPORTUNITY, GOODWILL AND/OR REPUTATION, (v) THIRD PARTY CLAIMS, OR (vi) ANY OTHER SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS, COSTS, DAMAGES, CHARGES OR EXPENSES HOWEVER ARISING UNDER THIS AGREEMENT).
EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES UP TO AN AMOUNT EQUAL TO THE TOTAL FEES PAID BY CUSTOMER TO AUTILITY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
9.1. Term: This Agreement will last for the initial term specified in the applicable Order Form and shall be automatically renewed for additional periods of the same duration as the initial term (collectively, the "Term"), unless terminated by either party by giving ninety (90) days' written notice prior to the end of the then-current term.
9.2. Termination Effects: Upon termination of this Agreement, for whatever reason:
- Customer's and any Authorized User's access to the Solution will be discontinued.
- Without limiting Autility's rights in clause 4.3, each party shall, at the other party's request, either return or destroy any Confidential Information, Solution Materials or other information relating to the Solution in its possession, at its own expense.
- All outstanding invoices shall become immediately payable (if any).
- Customer shall cease to use any of Autility's Intellectual Property Rights.
The parties' rights and obligations in connection with the processing of personal data in the Solution are set out in the Autility Data Processing Terms, which are incorporated by reference into this Agreement.
11.1. Changes to Solution: We may from time to time (i) make or offer new applications or functionality in the Solution (some of which may require the Customer to accept new terms and conditions), (ii) make updates, modifications or amendments to the Solution and Solution Materials, and (iii) discontinue applications or functionality in the Solution. We will use reasonable efforts to notify the Customer of any material changes to the Solution and/or Solution Materials.
11.2. Changes to Agreement: We may modify this Agreement from time to time, in which case we will post a new version on this site and notify the Customer of the changes in the Solution. Minor changes will take effect when notified, while material changes will become effective at the next renewal of the Agreement. The Customer's continued use of the Solution following such renewal constitutes acceptance of the changes.
12.1. Assignment: We may transfer our rights and obligations under this Agreement to another company. The Customer may only transfer the Customer's rights and obligations under this Agreement to another company if We agree in writing.
12.2. Subcontractors: We may use subcontractors to provide the Solution, including sharing information with such subcontractors to the extent necessary to fulfil Our obligations under this Agreement.
12.3. Marketing: The Customer hereby agrees to be identified as Our customer and that We may refer to the Customer by name and/or trade name and that We may briefly describe the Customer's business in our marketing materials, on Our web site and in public documents. The Customer hereby grants Us a license to use the Customer's name and any of the Customer's trade names and logos for the purpose set out herein.
12.4. Severability: Each of the conditions of this Agreement operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
12.5. Governing Law and Dispute Resolution: This Agreement shall be construed in accordance with and governed by the laws of Norway, and the Norwegian courts shall be the exclusive venue for any disputes arising out of this Agreement.
12.6. Notices: General notices under this Agreement and inquiries shall be made to hello@autility.no. Requests for support shall be made to support@autility.no.
12.7. Suggestions: Feel free to submit ideas, feedback and suggestions ("Suggestions") that might help Us improve the Solution. By sending Us Suggestions, the Customer grants us a non-exclusive, perpetual, irrevocable, royalty-free, sub-licensable right to use, modify, copy, distribute and, in any other way, utilize the Customer's Suggestions.
These Terms of Service ("Agreement") constitute a legally binding agreement between Autility AS ("Autility", "Us", or "We") and the customer referenced in the applicable Order Form ("Customer"). This Agreement governs Customer’s right to access and use Autility's cloud-based software platform ("Solution").
By accepting this Agreement, either through an Order Form or by using the Solution, Customer acknowledges it has read, understood, and agreed to this Agreement, including our Privacy Policy available at https://www.autility.ai/privacy, and our Data Processing Terms available at https://www.autility.ai/dpt.
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