Terms of Service 

Version : 15.12.2024 

1.THE TERMS OF SERVICE 

1.1 BLDNG.ai AS ("BLDNG") is a company providing IoT-solutions for space optimalisation, by collecting usage data from buildings using hardware sensors (the "Sensors") that sends information to a software-as-a-service platform (the "SaaS"), which analyses the usage of office spaces to enable optimization of office spaces, reduction of costs and creating a sustainable and flexible workplace (the "Services").

1.2 These Terms of Service (the "TOS") apply between You and BLDNG governing Your use of the Services, however Your access was acquired, including without limitation through a Partner or directly from BLDNG.

2. DEFINITIONS 

2.1 All capitalized terms not otherwise defined herein, shall have the following meaning

2.2 Confidential Information" means information not generally known to the public that is (i) made available or disclosed by a Disclosing Party to a Receiving Party in writing and (ii) designated by the Disclosing Party in the writing as confidential.

Nonetheless, Confidential Information does not include (a) any information that (a) becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party before receipt from the Disclosing Party without breach of any obligation (and without a duty of confidentiality) owed to the Disclosing Party; (c) is received from a third party without breach of any obligation (and without a duty of confidentiality) owed to the Disclosing Party; or (d) was independently developed by the Receiving Party; or (f) any feedback to BLDNG.

2.3 "BLDNG" means BLDNG.ai AS, a company registered in Norway under registration number 926 707 345 with its registered address at Snarøyveien 30, 1360 Fornebu, Norway

2.4 "Partner" means an entity authorized by BLDNG to sell the Services, and which may be engaged by You to provide other services.

2.5 "Intellectual Property Rights" means all rights, worldwide, of industrial or intellectual property including, inter alia, rights to, (i) patents, inventions and all other rights to ideas and concepts; (ii) know-how, trade secrets and other Confidential Information; (iii) copyrights and other authors' rights (e.g. in computer software, code and documentation), design rights, database rights and rights to technical information of all kinds; (iv) trademarks, trade names and logos; and (v) any other rights of a similar kind whether registered or unregistered.

2.6 You" and "Your" means the entity that has purchased the Services from (a) BLDNG or (b) a Partner, and the Partner itself upon the Partner's integration of the Services with other services.

3. YOUR USE OF THE SERVICE

3.1You may not, directly or indirectly:

a) use the Services or any parts thereof for any other purpose than set out in Clause 5.1;

b) reproduce or create or prepare derivative works of the Services or any parts thereof, or make any attempt to do so;

c) allow unauthorized persons to access or use any access credentials You may have been provided with for the Services API, unless upon BLDNG' written consent;

d) transfer, resell, sublicense or assign the right to use the Services or an interest in them to another individual or entity without BLDNG' written consent;

e) disclose, publish or otherwise make publicly available any benchmark, performance or comparison tests that you (or a third-party contracted by you) run on the Services, in whole or in part; or

f) use the BLDNG name, trademark or logo without a license thereto from BLDNG.

3.2 You hereby confirm that you will take appropriate measures to ensure an adequate level of information security associated with the use of Services. Where the use of Services necessitate digital interfaces between the Services and the Partner or You, or systems or applications made available by the Partner or You, You shall implement and maintain adequate and industry-standard cybersecurity measures and incident response procedures in accordance with best practices. Upon becoming aware of any breach of security or other incident which may affect the Services or BLDNG, You shall notify the Partner and BLDNG (as applicable) thereof without undue delay.

4. INTELLECTUAL PROPERTY RIGHTS 

4.1 You acknowledge that all right, title and interests, including all Intellectual Property Rights, in and to (i) the SaaS platform, all other parts of the Services, documentation or other materials thereto; (ii) new functionalities of the Services; (iii) aggregate data concerning the use of the Services; (iv) new and/or improved products, services and other materials resulting from BLDNG's processing of the Service Data (as defined in Clause 6.1); and (v) any APIs created to accommodate the integration of the Services with other software, and other developments designed to facilitate the interaction between the two, is and shall remain the sole property of BLDNG or its licensors (as applicable).

4.2 To the extent required under applicable law, You hereby assign to BLDNG the ownership of any and all Intellectual Property Rights related to the Services as set out in Clause 4.1 created during the subscription term, in full, including the right to amend and further assign, and without any payment to You

4.3  You agree that BLDNG is free to use any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by You pertaining to BLDNG's Intellectual Property Rights for the purpose of refining and/or further developing said Intellectual Property Rights, free of any encumbrances and without affecting BLDNG's rights therein or ownership thereof.

5. SERVICE LICENSE 

5.1 The SaaS platform extracts data generated by the Sensors and data collection capabilities in the Services and connected systems and hardware, other relevant sensor data and the use of the Services (collectively, "Service Data").

5.2 Your right to use the Services pursuant to this Clause 5 will cease upon the earlier of (i) the expiration, termination or suspension of Your subscription; or (ii) the expiration, termination or suspension of the TOS in accordance with Clause 10.

6. DATA LICENSE

6.1 The SaaS platform extracts data generated by the Sensors and data collection capabilities in the Services and connected systems and hardware, other relevant sensor data and the use of the Services (collectively, "Service Data").

6.2 You hereby grant to BLDNG a perpetual, non-exclusive, non-revocable, royalty-free and worldwide license to collect, aggregate, store, process, transmit, analyse and use Service Data to (i) provide the Services and support relating to Your use of the Services; (ii) improve BLDNG's products and services; and (iii) create new products and services based on processed Service Data. For the avoidance of doubt, BLDNG is not permitted to disclose any Service Data collected to any third party (other than Your Partner, if applicable) in a manner which may identify You or connect the Service Data to You.

6.3 Notwithstanding the above, Your and BLDNG's rights in, and obligations with respect to, any personal data collected and processed in connection with the Services are governed solely by the DPA (as defined in Clause 8).

7. DISCLAIMER OF WARRANTIES

7.1 BLDNG assumes no responsibility for the Services, or parts thereof, other than as explicitly agreed with You in writing, and will provide the Services in accordance with the requirements set out in the service level agreement (the "SLA"), which is made available by BLDNG and is to be considered incorporated herein by this reference.

7.2 With the exception of the requirements set out in the SLA, and to the extent permitted by applicable law, any access granted to the Services to You by BLDNG is provided on an "as is" and "as available" basis only. BLDNG makes no representations or warranties regarding the usefulness or effectiveness of the Services or the results You may obtain by using the Services. Nor does BLDNG make any representations or warranties that the Services will be uninterrupted, error-free or that the data provided by the Services will be completely accurate or represent a complete picture of the use of the relevant Sites.

7.3 In the event of any defects or errors in the Services, BLDNG shall use all commercially reasonable efforts to restore the Service in accordance with the SLA (if applicable), and to re-perform and deliver again the affected parts of the Services to bring it into compliance with the service descriptions as soon as reasonably possible.

8. PERSONAL DATA 

8.1 With respect to BLDNG's processing of personal data on Your behalf, BLDNG commits to comply with the provisions set out in the BLNG Data Processing Addendum (the "DPA").

9. CHANGES TO THE TOS

9.1 These TOS apply as of the date set out above.

9.2 BLDNG may make any change to these TOS (including any additional terms or descriptions incorporated herein by reference) deemed appropriate by BLDNG. Once amended, an updated version of the TOS and/or other documentation will be made available by BLDNG.

9.3 Changes as set out in Clause 9.2 will take effect (i) for new subscription purchases; as of the date made available by BLDNG; and (ii) for already purchased subscriptions; as of Your next renewal of the subscription in question.

10. DURATION, SUSPENTION AND TERMINATION 

10.1 These TOS will be effective upon Your ordering of the Services.

10.2 The TOS will remain in force for the duration of Your subscription term, unless and until terminated in accordance with the terms thereof.

10.3 BLDNG may terminate these terms with immediate effect, if: (a) You have breached any provision of the TOS and failed to remedy such breach within a reasonable time of being notified thereof by BLDNG; or (b) BLDNG is required to do so by law.

10.4 BLDNG may also suspend Your access to the Services if BLDNG has a reasonable suspicion of Your breach of the TOS.

11. LIABILITY  

11.1 Unless otherwise directly agreed between BLDNG and You, BLDNG shall in no event be liable to You or any third party for any direct, indirect, special, punitive or consequential damages, or damages for loss of profits, savings, data or data use, incurred by You or any third party arising from or related to the use of the Services or any data derived therefrom.

11.2 If You have purchased the Services from a Partner, any claim that You may have or purport to have relating to Your use of the Services shall be brought exclusively toward the Partner. The Partner's liability toward You for any incidents giving rise to a claim is set out in the agreement between You and the relevant Partner.

11.3 Without limiting the foregoing, BLDNG's maximum aggregate liability shall, to the fullest extent permitted by law, be limited to [EUR/NOK xxx].

12. CONFIDENTIALITY 

12.1 Each Party may disclose or make available Confidential Information to the other Party in connection with the performance and receipt of the Services.

12.2 Both Parties will ensure that Confidential Information received from the other Party is held strictly confidential, and that such Confidential Information is not shared or disclosed to unauthorized third parties.

13.INDEMNIFICATION 

13.1 You will indemnify and hold harmless (and, at BLDNG’s request, defend) BLDNG against any and all losses, liabilities, expenses (including reasonable attorneys’ fees) suffered or incurred by reason of any claim, suit or proceeding from a third party arising out of or relating to (i) Your data; or (ii) Your use of the Services in any manner not prescribed by BLDNG.

13.2 BLDNG agrees to indemnify, defend, and hold You harmless from and against any and all losses, liabilities and expenses (including reasonable attorneys' fees) resulting from or arising out of any claim that BLDNG is infringing the Intellectual Property Rights of a third party in offering the Services.

13.3 If a third party asserts to You that the Services infringes any third party Intellectual Property Rights, then You agree to inform BLDNG in writing as soon as possible. BLDNG, or whoever BLDNG appoints, shall deal with the claim at its own expense. You shall, to a reasonable extent, assist BLDNG in the defence of such third party claim.

14. APPLICABLE LAW AND VENUE 

14.1 These TOS shall be exclusively governed and construed in accordance with the laws of Norway without regard to principles of conflicts of law.

14.2 Any dispute, controversy or claim arising out of or in connection with these TOS, which cannot be settled amicably through negotiations between the parties, shall be settled by arbitration in Oslo, Norway, in accordance with the Norwegian Arbitration Act of 2004 (or any successor thereto).