Update Date of the Latest Version [December 1, 2022]
Effective Date: [December 1, 2022]
This Service Agreement (referred to as “this Agreement”) aims to stipulate the rights and obligations of you and AISWEI B.V. (Barbara Strozzilaan 101, 5e etage, kantoornummer 5.12, 1083HN Amsterdam, Netherlands, contact us at [service.EMEA@solplanet.net]) when you use Solplanet Cloud for enterprise (pro-cloud.solplanet.net), Solplanet Cloud for endusers (cloud.solplanet.net) and our mobile application “Solplanet”, ”Ai-charging”, ”isolar” (collectively referred to as “Software”) provided by AISWEI B.V. and other affiliates (collectively referred to as “AISWEI”) and services (“referred to as “Relevant Services”) provided by AISWEI through the Software. Before you sign up an account for the Software and Relevant Services or before you sign in the Software for the first time using the account provided to you by AISWEI, please carefully read and thoroughly understand this Agreement. In particular, you shall read the terms marked in bold/bold and underlined (which may limit your right or interest, or may exempt or reduce AISWEI’s liability) carefully and confirm that you fully understand and agree with them. If you check “I have read and accepted the Service Agreement” and continue to click the button “Sign up” or “Sign in” when you sign up or sign in an account for the Software and the Relevant Services for the first time, it will be deemed that you agree to accept the content of this Agreement and this Agreement will constitute a valid contract that continues to be legally binding on you and AISWEI.
1. Software License and Provision of Services
1.1 For the purpose of this Agreement, AISWEI will grant you a personal, non-transferable, non-exclusive, non-permanent, and revocable license within the valid term of this Agreement to allow you to use the Software for the purpose of receiving the Relevant Services (referred to as “Limited Software License”).
1.2 For the purpose of this Agreement, the Relevant Services provided by AISWEI to you include but are not limited to: (1) allow you to remotely monitor the energy storage power station through the Software; (2) provide you with information related to the products and services of AISWEI; (3) other services that AISWEI decides to provide from time to time.
1.3 AISWEI has the full right of interpretation and decision in respect of the type, content, standards, time, method, location and other aspects of the Software, its license and the Relevant Services. AISWEI has the right to unilaterally change, amend or adjust any aspect of the Software, the Relevant Services, or the Limited Software License from time to time, or unilaterally decide at its sole discretion to suspend or permanently stop providing the Software, the Relevant Services, or the Limited Software License, or any part of it, from time to time, or unilaterally terminate this agreement from time to time by updating this Agreement or by prior written notice to you or by other means allowed by law. In consideration of the free nature of the Software, the Relevant Services, and the Limited Software License, AISWEI will not bear any form of liability for any impact or loss caused to you by the foregoing change, amendment, adjustment, suspension, permanent stop or termination. You shall fully understand and accept the risks brought to you by the foregoing terms, otherwise you shall not sign up or sign in to use the Software or the Relevant Services. This does not apply to damages caused by AISWEI by intent or gross negligence.
2.1 AISWEI will temporarily not charge you any fee for providing you with Limited Software License and the Relevant Services. Therefore, AISWEI is not obligated to provide you with any bills, invoices or assistance in tax declaration. However, AISWEI has the right to cancel the free service policy and change to offering the Limited Software License and the Relevant Services on a paid basis from time to time by updating this Agreement or by prior written notice to you by other means allowed by law, and in this case, you have the right to refuse to use any paid software or paid service provided by AISWEI.
3. Rules for Software Use and Account Termination
3.1 Your use of the Software and the Relevant Services requires you to prepare the relevant terminal devices by yourself, and you shall be solely liable for all related cost and expense (such as electricity fee and network expenses).
3.2 You shall properly keep the account created by you or allocated to you and the password set by you or provided by AISWEI, and avoid disclosing it to unauthorized third parties. If you fail to handle the account and password information properly, any loss arising therefrom shall be borne solely by you, and AISWEI shall not bear any liability.
3.3 If AISWEI allows you to or you intend to share any information in the Software with a third party, or to assign any permission you have in the Software to a third party, you shall always act with caution. Any loss arising from your sharing or assigning shall be borne solely by you, and AISWEI shall not bear any liability.
3.4 You shall strictly abide by applicable laws and regulations as well as requirements released or updated by AISWEI from time to time. You must not upload any illegal information of any form in the Software, and you shall not infringe any third party’s intellectual property rights or other legitimate rights or interests through the Software. In case of any violation, any loss arising from your violation of this subsection shall be borne by you, and you shall hold harmless and indemnify AISWEI against all claims made by third party for loss, damage or expense of whatsoever nature in relation thereto.
3.5 In order to allow you to use the Software and to receive the Relevant Services, AISWEI may require you to provide various kinds of information, and you shall ensure that such information is true, accurate and complete. If the information provided by you is untrue, inaccurate or incomplete, any loss arising therefrom shall be borne solely by you, and AISWEI shall not bear any liability.
3.6 You expressly agree that AISWEI may present advertisements to you to market and promote the products and services of AISWEI by sending marketing email to your email address that you have transmitted to us in connection with the conclusion of this Agreement. If you do not want to receive e-mail-advertisements from us or if you in the future do no longer want to receive e-mail-advertisements from us, you can object to the further receipt of e-mails without any additional expenses besides the basic rates of notifying us by sending an email to [service.EMEA@solplanet.net].
3.7 If you wish to withdraw from this Agreement within 14 days from the day of the conclusion of this Agreement or terminate your account, you can submit a termination application to us by sending an email to [service.EMEA@solplanet.net]. As long as your termination application is in compliance with applicable laws and regulations and all kinds of agreements between you and AISWEI, we will terminate your account within 48 hours after receiving that notice. After you your account is terminated, we will revoke the Limited Software License granted to you, stop providing Relevant Services to you and delete your personal data or anonymize it according to law.
4. Proprietary Rights
4.1 The “Intellectual Property Rights” mean any intangible rights and interests, including but not limited to those evidenced by or embodied in (1) any software, idea, design, concept, method, process, technique, apparatus, invention, discovery or improvement, including any patent, patent application, trade secret and know-how; (2) any work of authorship, including any copyright, industrial design or moral right; (3) any trademark, or any application therefor, trade name, service mark, trade designations, and associated goodwill; (4) any other proprietary technologies or materials in which similar rights exist by virtue of or pursuant to any Law and Regulation in force in any place of the world; and (5) other rights, including Internet domain name, URL and other identifying information.
4.2 All the intellectual property rights of the Software and related to the Software and Relevant Services (referred to as “Relevant Intellectual Property Rights”) belong to AISWEI. The Relevant Intellectual Property Rights that AISWEI permits you to use are all provided as “status quo”, and AISWEI does not make any explicit or implicit warranty regarding the Relevant Intellectual Property Rights (including but not limited to the warranty for non-infringement, the warranty for fitting for a particular purpose, and so forth). Except for the Limited Software License provided in this Agreement, nothing in this Agreement shall be deemed to have granted, licensed, or otherwise transferred to you any right or interest in the Relevant Intellectual Property Rights.
4.3 All the materials (such as record, report), data, works, upgrades, improvements, deliverables and the rights and interests therein (including but not limited to intellectual property rights) arising from your use of the Software, the Relevant Services and Relevant Intellectual Property Rights or arising from the performance of this Agreement (the “Derivative Rights”) shall belong to and inure to the benefit of AISWEI unconditionally, no matter whether such use or performance breaches this Agreement or not. AISWEI has the exclusive rights to apply, register, maintain and enforce the Derivative Rights; for this purpose, you shall provide necessary assistances to the extent permitted by applicable the laws and regulations, including but not limited to the transfer of the Derivative Rights to AISWEI free of charge.
4.4 You may use the Software only within the scope of the Limited Software License provided by this Agreement. Without AISWEI’s explicit consent, you shall not use the Relevant Intellectual Property Rights and the Derivative Rights beyond the foregoing scope in any manner. In particular, you shall not use the Relevant Intellectual Property Rights and Derivative Rights for purposes other than this Agreement. You shall not grant, license, provide to use, transfer, establish any encumbrance, dispose of, damage or otherwise infringe the Relevant Intellectual Property Rights and Derivative Rights. Without AISWEI’s explicit consent, you shall not directly or indirectly take any of the following actions:
(1) Reverse engineer, reverse compile, or decompile the Software, or try to discover its source code in other manner;
(2) Modify, update, upgrade, downgrade, interfere with, destroy or otherwise change the Software in whole or in part;
(3) Copy and translate the Software (except for downloading the Software for the purposes of the Limited Software License), or use the Software for secondary development to create any derivatives;
(4) Provide copies or derivatives of the Software to third parties in any manner;
(5) Delete, change or add any notice or mark of ownership of the Software.
4.5 AISWEI has the right to inspect your use of the Relevant Intellectual Property Rights and the Derivative Rights, and in the event of any inappropriate use, to request you to immediately rectify.
4.6 AISWEI will not bear any liability for compensation for the Software and the Relevant Intellectual Property Rights and the Derivative Rights. You shall indemnify and hold AISWEI harmless from any claim, loss, damage, expense or fee related to the Software and the Relevant Intellectual Property Rights and the Derivative Rights incurred for the reasons attributable to you.
4.7 If AISWEI decides to suspend or permanently stop providing the Software, the Relevant Services, or the Limited Software License, or any part of it, AISWEI has the right to request you to delete or transfer to AISWEI any documents, files, data and other materials related to the Software and the Relevant Intellectual Property Rights and the Derivative Rights. AISWEI also has the right to directly take the foregoing actions of deletion or transfer in your storage devices or terminal devices through technical measures, and this Agreement shall be deemed as your explicit consent and authorization for those actions.
5. Relevant Data and Personal Information
5.1 Relevant data and information other than your personal data under the European General Data Protection Regulation, GDPR, (referred to as “Relevant Data”) generated by your use of the Software, the Relevant Services and Relevant Intellectual Property Rights, and any right and interest related to the Relevant Data constitute the Derivative Rights and shall unconditionally and freely belong to and inure to the benefit of AISWEI. AISWEI has the right to, without your consent, collect and, commercially or non-commercially, use, store, share, disclose and otherwise process Relevant Data in a manner as it deems appropriate.
5.2 AISWEI takes personal data protection seriously. Regarding how AISWEI will process your personal data, please refer to our Data Protection Declaration, see under [https://oss-germany.aisweicloud.com/app_resouce/protect.html?language=en].
6.1 Due to the limitation of technology, the reliance on network and other infrastructure, the failure of your terminal device, possibly existing external malicious attack, defect of a third party service, government’s act, force majeure event, your possible breach of this Agreement and other factors, AISWEI may not fully ensure the authenticity, accuracy, completeness, timeliness and safety of the provided information and data. You shall fully understand such risk and allow AISWEI to be exempted from bearing any liability caused due to the error, inaccuracy, omission, delay, disclosure or loss of the provided information and data, unless otherwise agreed by AISWEI or required by law.
6.2 As the Software and the Relevant Services are provided by AISWEI free of charge, AISWEI does not make any explicit or implied warranty for any aspect of the Software and the Relevant Services. AISWEI tries its best to facilitate the stable, sustainable and effective use of the Software and the Relevant Services, but AISWEI cannot fully guarantee the stability, sustainability, flawlessness, achievement of specific purposes of the Software and the Relevant Services. You agree that AISWEI shall be exempted from any and all liability caused thereby.
6.3 If there is any loss caused to AISWEI due to your breach of this Agreement or your infringement of AISWEI’s legitimate rights and interests, AISWEI is entitled to request for your compensation and all other legally available remedies. The foregoing “loss” in particularly includes (but not is not limited to) attorney fee, litigation expense, arbitration expense, notary fee and other relevant expenses incurred by AISWEI to seek for compensation or other remedies.
7.1 Your rights obtained through terms of this Agreement are non-transferable.
7.2 The formulation, effectiveness, interpretation, implementation, jurisdiction and dispute resolution of this Agreement shall be governed by the laws of Germany. In case you are a merchant, if there is any dispute between you and AISWEI under this Agreement, AISWEI and you have the right to file a lawsuit with the competent court located at AISWEI’s domicile.
7.3 AISWEI reserves the right to update or amend this Agreement from time to time. AISWEI will send you a notice of change by means such as email, letter, telephone notice, public announcement or notification within the software. If you do not agree with the amended terms of this Agreement after receiving the notice of change, you shall promptly notify AISWEI in writing and stop the use of the Software and the Relevant Services, otherwise it will be deemed that you have accepted the amendments AISWEI makes to the relevant terms of this Agreement. Please note that if you continue to use the Software or the Relevant Services after receiving the notice of change, it shall be deemed that you have accepted the amendments AISWEI makes to the relevant terms of this Agreement.
7.4 If you have any query, advice or suggestion to this Agreement, you may contact AISWEI by sending an email to [service.EMEA@solplanet.net].