1. AGREEMENT TO TERMS

These Terms of Use constitute a legally binding agreement (“Agreement”) made between you, whether personally or on behalf of an entity (“you”, “customer”) and ProptechOS AB (“Company”, “we”, “us”, or “our”), concerning your access to and use of the ProptechOS services as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “ProptechOS”). We are registered in Sweden and have our registered office at MALMSKILLNADSGATAN 36, c/o Vasakronan AB, 10425 Stockholm. Our VAT number is SE559016124501. You agree that by accessing the ProptechOS, you have read, understood, and agree to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the ProptechOS from time to time are hereby expressly incorporated herein by reference. Please ensure that you check the applicable Terms every time you use our ProptechOS so that you understand which Terms apply. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the ProptechOS after the date such revised Terms of Use are posted.

The information provided on ProptechOS is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access ProptechOS from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

ProptechOS is not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use ProptechOS. You may not use ProptechOS in a way that would violate the Gramm-Leach-Bliley Act (GLBA).

ProptechOS is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for ProptechOS.

2. BACKGROUND

You have decided to take into use ProptechOS, for the purpose of gathering data from buildings, IoT-devices and other sources and extracting normalized data via API. ProptechOS is a cloud service and the RealEstateCore ontology is used for normalizing the data.

3. INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, ProptechOS is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on ProptechOS (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on ProptechOS “AS IS” for your information. Except as expressly provided in these Terms of Use, no part of ProptechOS and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Provided that you are eligible to use ProptechOS, you are granted a limited licence to access and use ProptechOS. We reserve all rights not expressly granted to you in and to ProptechOS, the Content and the Marks.

4. USER REGISTRATION

You may be required to register with ProptechOS. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

5. FEES AND PAYMENT

We accept the following forms of payment:

– Visa
– Mastercard
– PayPal
– Invoice after approval

You may be required to purchase or pay a fee to access some of our services. You agree to provide current, complete, and accurate purchase and account information for all purchases made via ProptechOS. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. We bill you through an online billing account for purchases made via ProptechOS. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in Euros.

You agree to pay all charges or fees at the prices then in effect for your purchases, and you authorize us to charge your chosen payment provider for any such amounts upon making your purchase. If your purchase is subject to recurring charges, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until you notify us of your cancellation.

We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We also reserve the right to refuse any order placed for ProptechOS.

6. FREE TRIAL

We offer a 180-day free trial to new users who register with ProptechOS. The usage will be limited to maximum onboarding of 10 devices. The account will not be charged and the subscription will be suspended until upgraded to a paid version at the end of the free trial.

7. CANCELLATION

All purchases are non-refundable. You can cancel your subscription at any time by contacting us using the contact information provided below. Your cancellation will take effect at the end of the current paid term.

If you are unsatisfied with our services, please email us at [email protected].

8. PROHIBITED ACTIVITIES

You may not access or use ProptechOS for any purpose other than that for which we make ProptechOS available.

As a user of ProptechOS, you agree not to:

• Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
• Circumvent, disable, or otherwise interfere with security-related features of ProptechOS, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of ProptechOS and/or the Content contained therein.
• Disparage, tarnish, or otherwise harm, in our opinion, us and/or ProptechOS.
• Use any information obtained from ProptechOS in order to harass, abuse, or harm another person.
• Make improper use of our support services or submit false reports of abuse or misconduct.
• Use ProptechOS in a manner inconsistent with any applicable laws or regulations.
• Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of ProptechOS or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of ProptechOS.
• Delete the copyright or other proprietary rights notice from any Content.
• Attempt to impersonate another user or person or use the username of another user.
• Interfere with, disrupt, or create an undue burden on ProptechOS or the networks or services connected to ProptechOS.
• Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of ProptechOS to you.
• Attempt to bypass any measures of ProptechOS designed to prevent or restrict access to ProptechOS, or any portion of ProptechOS.
• Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of ProptechOS.
• Make any unauthorized use of ProptechOS, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretences.

9. SITE MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor ProptechOS for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from ProptechOS or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage ProptechOS in a manner designed to protect our rights and property and to facilitate the proper functioning of ProptechOS.

10. PRIVACY POLICY

We care about data privacy and security. Please review our Privacy Policy: https://proptechos.com/privacy-policy/. By using ProptechOS, you agree to be bound by our Privacy Policy, which is incorporated into these Terms of Use.

11. COPYRIGHT INFRINGEMENTS

We respect the intellectual property rights of others. If you believe that any material available on or through ProptechOS infringes upon any copyright you own or control, please immediately notify us using the contact information provided below (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to applicable law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by ProptechOS infringes your copyright, you should consider first contacting an attorney.

12. TERM AND TERMINATION

These Terms of Use shall remain in full force and effect while you use ProptechOS. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

13. SERVICE LEVEL AGREEMENT – SLA

The Company is responsible for ensuring with all required reasonable and normal kind of technical measures the uninterrupted functioning of ProptechOS and data security. The Company is always responsible for the making of backup copies of data. The Company, however, shall have the right to suspend Customer’s access to the ProptechOS due to change or maintenance work of general data network or due to data security risk to ProptechOS or if required by law or regulation by authorities.

The Service Level Agreement is applicable only for paid usage of ProptechOS.

The service availability (“Service Availability”) is defined as uptime. The Company commits to the availability targets of monthly uptime in excess of 99.5%.

If the Company fails to meet the Service Availability targets defined above, the Company will credit the Customer with the following service credits (“Service Credit”):

Availability	Service credit
97.00 – 99.49%	10%
95.00 – 96.99%	25%
<95.00%	50%

In addition to the Service Credits, the Customer may terminate the Agreement with immediate effect, if the Service Availability falls under 96,00 % for two (2) consecutive calendar months.

Each Service Credit shall be determined by multiplying the Service Credit percentage, as set forth in the table above, with the fees paid by the Customer to the Company in accordance with the Agreement during the month in which the Company failed to achieve the applicable service level.

Furthermore, it is agreed that the Service Credit applies only to licence fees, and not to onboarding fees or any other fee.

The Company shall credit the Customer on the following month’s fees, as determined at the time of the failure.

This service level agreement and any applicable Service Availability do not apply to any performance or availability issues:

• Planned downtime for maintenance or installation;
• Due to factors outside our reasonable control (for example, natural disaster, war, acts of terrorism, riots, government action, or a network or device failure external to the Company’s data centers, including at the Customer’s site or between the Customer’s site and the Company’s data center);
• That result from the use of services, hardware, or software not provided by the Company, including, but not limited to, issues resulting from inadequate bandwidth or related to third-party software or services;
• Caused by the Customer’s use of a service after we advised the Customer to modify the use of the service;
• During or with respect to preview, pre-release, beta or trial versions of a service, feature or software (as determined by the Company);
• That result from the unauthorized action or lack of action when required, or from the Customer’s employees, agents, contractors, or vendors, or anyone gaining access to the Company’s network by means of the Customer’s passwords or equipment, or otherwise resulting from the Customer’s failure to follow appropriate security practices;
• That result from the Customer’s failure to adhere to any required configurations, use supported platforms, follow any policies for acceptable use, or use of ProptechOS in a manner inconsistent with the features and functionality of ProptechOS (for example, attempts to perform operations that are not supported) or inconsistent with our published guidance;
• That result from faulty input, instructions, or arguments (for example, requests to access files that do not exist);
• That result from attempts to perform operations that exceed prescribed quotas or that resulted from our throttling of suspected abusive behaviour;

14. GOVERNING LAW

These conditions are governed by and interpreted following the laws of Sweden, and the use of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. If your habitual residence is in the EU, and you are a consumer, you additionally possess the protection provided to you by obligatory provisions of the law of your country of residence. ProptechOS AB and yourself both agree to submit to the non-exclusive jurisdiction of the courts of Stockholm, which means that you may make a claim to defend your consumer protection rights in regards to these Conditions of Use in Sweden.

15. DISPUTE RESOLUTION

Binding Arbitration

Any dispute arising from the relationships between the Parties to this contract shall be determined by one arbitrator who will be chosen in accordance with the Arbitration and Internal Rules of the Central Chamber of Commerce of Sweden. The arbitration proceedings shall take place in Stockholm, Sweden. Notwithstanding the above, each Party shall be entitled to seek equitable and/or injunctive relief to prevent or stop a violation of the terms and conditions contained in the Agreement, and the Service Provider may take legal actions concerning overdue payments in any appropriate court of law.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

16. CORRECTIONS

There may be information on ProptechOS that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on ProptechOS at any time, without prior notice.

17. LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF PROPTECHOS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

18. INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) use of ProptechOS; (3) breach of these Terms of Use; (4) any breach of your representations and warranties set forth in these Terms of Use; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of ProptechOS with whom you connected via ProptechOS. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

19. OWNERSHIP OF DATA COLLECTED

The Customer Owns all data. Customer shall solely own all data and other information, including but not limited to building data, which the Customer can collect through the use of the ProptechOS.

Customer’s right to hold replicate of data. The Customer has the right to hold and maintain a replica of all data collected through the use of ProptechOS in a system directly owned and controlled by the Customer. The Company has the obligation to make all data available to the Customer for such purposes.

The Company’s right to use the data. The Company shall keep the data in strict confidence. The Company has no right to use the data for any other reasons than what is necessary for the proper fulfilment of its obligations under this agreement.

Upon expiry or termination of this agreement, the Company agrees to return to the Customer all data and any documentation and other material produced by the Company linked to the ProptechOS services pertaining to the Customer, and destroy all data and material from its ProptechOS services and archives with the exemption of what is required to maintain subject to law. The Customer has full access and availability to extract a copy of all data from ProptechOS at any time without any extra cost from the Company.

We will maintain certain data that you transmit to ProptechOS for the purpose of managing the performance of ProptechOS, as well as data relating to your use of ProptechOS. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using ProptechOS. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

20. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting ProptechOS, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on ProptechOS, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

21. CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

22. MISCELLANEOUS

These Terms of Use and any policies or operating rules posted by us on ProptechOS or in respect to ProptechOS constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of ProptechOS. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

23. CONTACT US

In order to resolve a complaint regarding ProptechOS or to receive further information regarding use of ProptechOS, please contact us at:

ProptechOS AB
MALMSKILLNADSGATAN 36
10425 Stockholm
Sweden
[email protected]

Last updated March 21, 2022