1.1 These Terms of Solution are the sole terms that govern the rights and obligations between You and Us.
1.2 The Terms shall be to the exclusion of all other terms and conditions (including any terms and conditions which You purport to apply under any document) and prior agreements or arrangements between the Parties.
1.3 Rift and You may each be referred to as a “Party” and collectively as the “Parties”.
2.1 In these Terms, the following words and expressions shall have the following meaning unless the context otherwise requires:
b) “Application” means Our mobile Application and its associated software and data.
c) "Confidential information" means all any and all information disclosed, furnished or communicated (whether orally or in writing, text, drawings, photographs, graphics, designs, plans or any other form whatsoever) by or on behalf of Us to You, hereunder information concerning or belonging to Us, Our properties or business, or information proprietary to a Third Party for which We have provided services or products to or otherwise has a relationship with, including, but not limited to, the goodwill of any business symbolised thereby, technical information, financial data, product and service costs, prices, profits and sales, employee relationships and any Intellectual Property Rights or any other confidential information or proprietary aspects of the business of Ours, which has been or will be supplied to You in the fulfilment of the Agreement or otherwise, including any information which You have reason to believe to be confidential information, or which We treats as being confidential information.
d) “Effective Date” means the date You place an order for the Solution and/or otherwise expressly accept these Terms.
e) “Intellectual Property Rights” means all rights, privileges and priorities provided under applicable supranational, national, federal, state or local law, rule, regulation, statute, ordinance, order, judgment, decree, permit, franchise, licence, or other government restriction or requirement of any kind relating to intellectual property, whether registered or unregistered, in any country, including without limitation: the Solution, any copyright, copyrightable works, database rights and related items, rights in designs, domains names, trade secrets, trademarks, manufacturing processes, engineering details, service marks, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, moral rights, inventions, software, firmware, utility certificates, utility models, patents, patent applications (including any patent that in the future may be issued in connection therewith and all divisions, combinations, continuations, continuations-in-part, extensions, additions, registrations, confirmations, re-examinations, supplementary protection certificates, renewals or reissues thereto or thereof), rights in Confidential Information (including know-how and trade secrets) and any other intellectual property right or proprietary right recognised in any country or jurisdiction in the world, whether registered or not, and whether in existence as of start date of using the Solution or arising or recognised thereafter and all applications and registrations thereof, whether wholly or partly developed, and/or used and/or owned by Us.
f) "Personal Data” shall have the meaning set out in GDPR Article 4 (1).
g) “Solution” means the speciﬁed version of Our delivery as further agreed, which may include Our patented Kelvin LED software and intelligent lightning control systems, its software and firmware, the Application, and any appurtenant products and services.
h) “Terms” means these Terms of Solution.
i) “Third Party / Third Parties” means a legal or natural individual other than the Parties to the Agreement.
j) "User Data” means the digital data, text, images, audio, video, form entries, clicks or similar content provided by You for use with the Solution.
k) "We", "Us" or "Our" means Rift Labs AS, a limited liability company incorporated under the laws of Norway, bearing the Norwegian organisation no. 895 734 942, including entities within the same company group.
l) “You”, “Your” or “Yourself” means the party that have accepted these Terms and/or purchased the Solution. When acting on behalf of a business, company or other legal entity or private individual, the reference to “You” and “Your” herein shall include, refer and apply to you personally, that particular business, company or other legal entity and that particular private individual, as well as any other entities, employees and all other individuals which is granted access to the Solution.
3.1 Each order for a Solution by You from Us shall be deemed to be an offer by You to purchase the Solution subject to these Terms.
3.2 No order placed by You shall be deemed to be accepted by Us until an acknowledgement of order is issued by Us
3.3 Any written quotations given before the acknowledgement of order shall expire thirty (30) calendar days from the date of quotation unless withdrawn in writing sooner. Verbal quotations are provided for budgetary guidance only.
4.1 Unless otherwise expressly agreed, all fees are quoted in American dollars (USD) or (EUR).
4.2 The price payable for the Solution shall be the price as stated by Us at the time of order. For information on the prices applicable to the Solution, please contact Us by using the contact details on Our website.
4.3 We specifically reserve the right to change the prices of Our Solution at any time and without notice.
4.4 Unless expressly stated otherwise the price payable for the Solution shall be exclusive of VAT (if applicable), duties, and carriage and freight if delivery is requested or required.
4.5 Payment is non-refundable, unless otherwise expressly agreed.
4.6 Unless otherwise expressly agreed, payment shall be made in full up front .
5.1 All Solution shipments shall be made DAP (Incoterms 2010) from Our facility. Title and risk of loss shall pass to You upon delivery. You shall be responsible for VAT (if applicable) paid to Us prior to shipment.
5.2 Any dates specified by Us for delivery of the Solution are intended to be an estimate without commitment and time shall not be of the essence in relation to the same. We will provide You with an update with a tracking number when the Solution have been dispatched. To this regard, the Parties agree that the 30-day period of performance stated in article 18 of Directive 2011/83/EC of the European Parliament and of the Council of 25 October 2011, as implemented by EU member states, or any equivalent national regulation, shall not apply.
5.3 We will not be liable for any loss, damages or penalty resulting from delay in delivery. If the Solution is unavailable, We will have no obligation to provide substitute goods and Our sole liability will be to return any deposit or price paid for the unavailable Solution.
5.4 If Your order contains multiple products, the estimated shipping time will be determined based on the product with the longest time of delivery. If You would like to receive a particular product as soon as it is available, please order it separately.
5.5 Your acceptance of the Solution shall occur no later than one week after receipt of the Solution. If You have not rejected the Solution during this period, the Solution shall be deemed accepted, and all returns shall be handled in accordance with Our Warranty Policy and Return Policy .
6.1 You are required to register with Us and create a profile should You wish to use Our Application.
6.2 We reserve the right, in Our sole discretion, to accept or reject Your registration to use Our Application. The registration necessitates that You provide Us with information pertinent to You, such as Your name, e-mail address or other information which naturally correlates with Application.
6.3 The Application is for personal use only. You warrant not to sell, rent, lease or otherwise charge any service or any information derived from the Application.
6.4 You understand that You are responsible for maintaining the confidentiality of passwords associated with the Application. You are solely responsible for selecting a password that is not easily guessed and for keeping your password safe and agree not to transfer or resell Your use of or access to the Application to any Third Party. If You have reason to believe that Your profile is no longer secure, You must immediately notify Us and You must promptly change Your password by updating Your profile information.
7.1 Each Party agrees that the electronic consent provided by You prior to initiating the use of the Application are intended to authenticate this in writing and to have the same force and effect as Your manual signature and shall be effective to bind You to the Agreement.
7.2 Persons below the age of 13 are prohibited from using the Application. In the event that You are of the ages between 13 and 18 or the relevant age classifying You as a minor within a respective jurisdiction, the parent or guardian of such individual must consent to the Agreement prior to using the Application.
8.1 We will deliver the Application at Our sole discretion and We are under no circumstances obliged to deliver the Application accordingly to Your wishes.
8.2 You agree that We may in Our absolute discretion, block, terminate or suspend Your use of the Application to You at any time with or without notice, for any reason, including without limitation, any fraudulent, abusive, or otherwise illegal activity, or that which may otherwise affect the enjoyment of the Application by others, without liability to You.
8.3 If You wish to terminate Your use of the Application, You may do so by deleting Your own profile, or by notifying Us at any time. Termination of Your profile may result in the deletion of any or all of the User Data. You are solely responsible for ensuring that You have the necessary backups of the User Data that You desire to retain when Your access to the Application is terminated.
8.4 Unless otherwise agreed or prescribed in law, this Agreement remains in force until terminated by the User in accordance with Clause 5.4 above.
9 ACCEPTABLE USE
9.1 While using the Application, You agree to adhere to the following acceptable use policy:
a) You must not use the Application in violation of any applicable law or other personal or legal rights.
b) You must not impersonate any individual or other entity or misrepresent Your identity or your age, upload content which depicts, describes, identifies or alludes to any person other than Yourself, place information in Your profile that is false or misleading in any way or otherwise misrepresent Your affiliation with any other individual or other entity.
c) You will not solicit or attempt to solicit passwords from other Users.
d) You will not use the Application to distribute, promote or otherwise publish any material containing any solicitation for funds, advertising or solicitation for goods or services.
e) You must not obtain or attempt to obtain any materials or information through any means not intentionally made publicly available or provided for through the Application.
f) You must not misuse the Application by knowingly introducing viruses, Trojan horses, cryptos, malware, time bombs, cancelbots, corrupted files, worms and logic bombs or other material or computer programming routines or engines, or engage in conduct that could damage, disrupt or otherwise impair or interfere with the Application’s functionality or its operation or otherwise interfere with other users’ use and enjoyment of the Application.
g) You may not create or spread spam, phish, pharm, pretext, spider, crawl or scrape in connection with the Application.
h) You agree to maintain and promptly update your information (including contact information) and to keep it true, accurate, current and complete.
i) You must not attempt to log into or attempting to log into a server or profile that You are not authorised to access or otherwise try to gain unauthorised access to the Application, computer systems, materials or information or any server, computer or database connected to the Application, or attempt to probe, scan or test the vulnerability of any system or network or otherwise attempt to interfere with, circumvent, or gain unauthorised access to other computer systems through the Application.
j) You may not assist or permit any persons in engaging in any of the activities described above.
10.1 We encourage user involvement and would be happy to receive Your feedback, ideas or suggestions pertaining to the Solution. Please note that any material that You transmit to Us will be considered non-confidential and non-proprietary. With respect to all such communication, You give us an unrestricted, irrevocable, worldwide, perpetual and royalty-free right to use, reproduce, display, publicly perform, transit and distribute such information.
11 INTELLECTUAL PROPERTY RIGHTS
11.1 The Solution, including, but not limited to, its design, components, interactive features, as well as any other Intellectual Property Rights, whether registered or unregistered, are proprietary to us, our affiliates or to other companies where so indicated and we reserve all rights not explicitly granted. Under no circumstance do we grant to You by implication, estoppels nor otherwise any right, title, licence or interest in any Intellectual Property Rights, unless otherwise specified herein.
11.2 The Solution is offered for sale and sold by Us on the express condition that such sale does not convey any right, express or implied, stated or otherwise, under any intellectual property or manufacturing process. You are strictly prohibited from filing for ownership of any of Our Intellectual Property Rights.
11.3 We and Our licensors expressly reserve all Intellectual Property Rights in the Solution.
11.4 Without limiting the foregoing, all software included in the Solution (including any updates to such software provided to You, if applicable) is licensed to You, not sold, and You shall not transfer any such software apart from the Solution or otherwise a rent, loan, lease, sell or otherwise transfer to or permit use thereof by any Third Party.
11.5 You may not modify, enhance, improve, remove, delete, amend, augment, reverse engineer, decompile, or disassemble the Solution or attempt to discover its underlying structure, ideas or algorithms, develop, test, enhance or calibrate any models, systems or software that are similar to the Solution or otherwise facilitate other products or services that are derived from the Solution.
11.6 You shall not remove or otherwise alter any of Our trademarks, logos, copyrights, notices or other proprietary notices or indicia, if any, fixed or attached to Confidential Information, Intellectual Property Rights or any parts thereof.
11.7 You shall immediately inform Us of an infringement or suspected infringement of Our Intellectual Property Rights.
12.1 You expressly covenant and agree not to use, reveal, divulge or make known, directly or indirectly, any Confidential Information for the benefit of any entity, organisation or individual other than for Your own use of the Solution, without the express, prior and written approval of Us, and for as long as such information could be deemed to constitute Confidential Information.
12.2 The term “Confidential Information” shall not include any information which You can demonstrate is:
a) Not unique to Us and is known to You prior to the date of the Agreement.
b) Becomes generally known other than through disclosure of confidential information by Us.
c) Disclosed to You by a Third Party lawfully in possession thereof and without restriction on disclosure.
d) Independently developed by You without breach of the Agreement.
e) Required to be disclosed by law or regulation or by proper order of a court of applicable jurisdiction.
12.3 The perpetual duties of non-disclosure as stipulated in this Clause shall survive Your use of the Solution without expiry or survive for the maximum extent permissible pursuant to applicable law.
13 PERSONAL DATA
14 USER DATA
14.1 You shall retain all rights to the User Data.
14.2 Subject to applicable privacy law, We are granted an unrestricted, irrevocable, worldwide, perpetual and royalty-free right to use, display, store, broadcast, transmit, modify, copy, distribute, reproduce, adapt, print, publish, perform, sublicense or exploit the User Data.
14.3 You acknowledge that We cannot guarantee the security of the Internet and the possibility of interception or corruption of User Data transmitted from You to Us.
15 COMPLIANCE WITH LAWS
15.1 You are solely responsible for determining whether You can utilise the Service in accordance with applicable law pertaining to data protection, marketing and export restrictions etc., and warrants that in carrying out its obligations under the Agreement it will not breach applicable law or do or omit to do anything that might cause Us to be in breach of the same.
15.2 For the avoidance of doubt, You must observe and comply with all applicable regulations and legislation, including obtaining all necessary customs, import or other permits to purchase the Solution. The importation or exportation of the Solution to You may be prohibited by certain national laws. We make no representation and accepts no liability in respect of the export or import of the products to You.
16.1 Notwithstanding anything to the contrary, We may use the name and logo of You in Our marketing during or after the expiry or termination of the Agreement, provided that You are a business customer.
16.2 Neither Party shall, at any time during the Term of the Agreement and thereafter, make statements or representations, or otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take any action which may, directly or indirectly, disparage the other Party. Notwithstanding the foregoing, nothing in the Agreement shall preclude a Party from making truthful statements that are required by applicable law, regulation or legal process.
17 LIMITED WARRANTY AND DISCLAIMERS
17.1 Subject to Clause 17.2, the Solution is provided "as is" and to the fullest extent permissible pursuant to applicable law and notwithstanding any conditions, warranties, express or implied by statute, common law, law of equity or otherwise, We make no representations or warranties, expressed or implied, and hereby disclaims and negates all other warranties, including, without limitation, warranties or conditions of usefulness, timeliness, reliability, completeness, accuracy, adequacy, merchantability, fitness for a particular purpose or likely results of the use of the Solution.
17.2 We warrant to You that the Solution will be of good quality and workmanship and free from material defects in accordance with Our Warranty Policy .
18.1 To the fullest extent permissible pursuant to applicable law, You shall indemnify, defend, and hold Us and Our officers, agents and other representatives and licensors harmless from all demands, claims, actions, causes of actions, proceedings, suits, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses incurred (including fees and disbursements of legal counsel) of every kind based on:
a) Personal injury or death or injury to property to the extent any of the foregoing is proximately caused by the misuse of the Solution or by the negligent or wilful acts or omissions of You or Your officers, employees, agents or other representatives
b) Any breach of the agreement by You, in particular any violations of Our Intellectual Property Rights.
18.2 Subject to Clause 18.2–18.5, We shall indemnify and hold You harmless from and against all losses, expenses, costs, claims (including reasonable legal fees), damages, liabilities, fines, actions, and proceedings brought against You by any Third Party arising out of Our infringement of the intellectual property rights of any such Third Party.
18.3 We shall have no obligations under Clause 18.2 to the extent any claim is based on:
a) The combination or use of the Solution with Third Party Products not approved by Us, where the Solution would not otherwise itself be infringing.
b) Your use of the Solution in violation of the Agreement or applicable law.
c) Any use of the Solution after We notify You to discontinue such use because of a claim from a Third Party.
d) Modifications to the Solution made other than by Us (where the claim would not have arisen but for such modification).
18.4 If the Solution is held to infringe the intellectual property rights of Third Party, We will, at Our own expense, in its sole discretion use commercially reasonable efforts either (a) to procure a licence that will protect You against such claim without cost to You; (b) to replace the Solution with non-infringing services; or (c) if (a) and (b) are not commercially feasible, terminate the Agreement with immediate effect, have You return the Solution to Us without undue delay and provide You with a refund thereof
18.5 In the event a claim is commenced against You due to Our infringement of the intellectual property rights of a Third Party, You shall (i) inform Us of such claim immediately and provide Us with all reasonable and necessary assistance and information relating thereto, and shall take all necessary action to mitigate its damages with respect thereto; and (ii) give full power and authority to Us to respond to, conduct any negotiation regarding and control the defence of, any action regarding such claim on behalf of and in the name of You and Us. We shall be responsible for engaging counsel for such defence and shall bear the costs and expenses of the same.
18.6 You shall not agree to any settlement, nor make any admission or take, or fail to take any action, in each case, where such admission, action or failure to act could reasonably be expected to prejudice the defence of a claim from a Third Party.
19.1 To the maximum extent permissible pursuant to applicable law, We will not be liable to You or others for loss of profits or for any special, indirect, incidental, reliance, exemplary, punitive or consequential damages, including without limitation, damages for loss of business profits, loss of goodwill, business interruption, loss of business information and/or data, howsoever caused and whether arising under contract, tort (including liability for negligence or breach of statutory duty), negligence, or other theory of liability arising out of the Agreement or out of the use of or inability to use the Solution, even if We or Our employees, officers, directors, agents, shareholders or affiliates have been advised of the possibility of such damages.
19.2 To the maximum extent permissible pursuant to applicable law, the total, maximum, aggregate liability of Us for all damages, losses, and causes of action or claims (whether in contract, tort or otherwise) arising out of or in connection with the Solution or these Terms, shall in no event exceed the lowest of (a) USD 150, (b) or the highest allowable threshold permissible pursuant to any mandatory and applicable law.
19.3 The limitations of liability contained herein will not apply in case Your loss has come as a result of Our gross negligence or wilful misconduct.
19.4 Unless expressly stated herein, any liability incurred by Us shall be towards You. We will not incur any liability for any reason towards Third Parties.
19.5 Unless otherwise prescribed by law, any cause of action or claim You may have with respect to Us, must be commenced within three (3) months after the claim or cause of action arises.
20.1 You agree to receive communications from Us in an electronic form and that all terms, conditions, agreements, notices, disclosures, and other communications that We provide to You electronically satisfy any legal requirement that such communications would satisfy if they were in writing.
20.2 If You have any questions regarding the Solution or wish to bring a complaint to Our attention, please contact us, and We will endeavour to respond to You promptly and will provide You with details of what further action You can take if You are not satisfied with Our response. We will investigate all complaints and if a complaint is found justified, We will take all reasonable steps to resolve the issue.
21.1 You may not assign or otherwise transfer in whole or in part, voluntarily or involuntarily, or by operation of law, the Agreement or the duties or rights therein, without Our prior written approval. Any assignment by You without such approval shall be deemed to constitute a violation of the Agreement, and its content shall be void.
21.2 We may transfer Our rights and duties under the Agreement to a Third Party if the assigned party, at the time of the assignment, is ﬁnancially and technically capable of performing Our obligations under the Agreement, and that the assigned party expressly assumes and agrees to perform such aforementioned obligations.
22 FORCE MAJEURE
22.1 Except for Your obligation to make payments, non-performance of either Party’s obligations shall be excused to the extent the performance is prevented by unforeseen circumstances beyond the Parties’ control, the Parties’ obligations will be suspended. The Party claiming force majeure shall notify the other Party without undue delay.
22.2 Each Party may terminate the Agreement if a substantial part of its performance is prevented for more than 60 days. You shall pay the agreed price any the Solution that was ordered before the termination of the Agreement.
23.1 You acknowledge that We may amend these Terms with two weeks’ notice placed by e-mail. The change will take eﬀect from the expiry of the notice period. Where You do not accept the amendment, You shall be entitled to terminate the Agreement by giving seven (7) calendar days from the date the e-mail was sent, provided that the changes have a material adverse eﬀect. Where the Agreement is not terminated by You within the aforementioned time, You shall be deemed to have accepted the new Terms of the Agreement.
23.2 If any provision of the Agreement is held by court of competent jurisdiction or other competent authority to be void, voidable or unenforceable in whole or in part, the validity of the other provisions of the Agreement and the remainder of the provision in question shall not be aﬀected. The provision being rendered void, voidable or unenforceable shall be interpreted or replaced by a provision aiming to achieve the purpose of the original provision.
23.3 The Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous proposals, understandings, representations, warranties, covenants, and any other communications (whether written or oral) between the Parties relating thereto and is binding upon the Parties and their permitted successors and assigns.
23.4 Nothing contained in the Agreement is intended or shall be construed to confer upon any Third Party any rights, beneﬁts or remedies of any kind or character whatsoever, or to create any obligation of a Party to any such person.
23.5 No failure or delay by a Party in exercising any right, power or privilege under the Agreement, and no course of dealing between the Parties hereto, will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege under the Agreement.
23.6 Nothing herein contained shall constitute a partnership between or joint venture by the Parties hereto or constitute any Party the agent of the other.
23.7 Those clauses of the Terms which based on their nature are meant to survive the expiration or termination of the Agreement, shall survive such expiration or termination. This includes, without limitation, Clause 4 (Remuneration), 11 (Intellectual Property Rights), 12 (Conﬁdentiality), 14 (User Data), 16 (Publicity), 17 (Limited Warranty and Disclaimers), 18 (Indemniﬁcation), 19 (Liability), 23 (Miscellaneous) and 24 (Electronic Solutions), all terms of the Agreement requiring You to pay any fees for the Solution provided prior to the time of expiration or termination and all other provisions of the Agreement that by their nature are intended to survive the expiration or termination of the Agreement.
23.8 To the fullest extent possible, the Agreement shall be governed by and construed in accordance with and governed by the laws of Norway, without regard to its choice of law principles. The Agreement will not be governed by the conflict of law rules or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
23.9 You agree to finance the cost of the collection, treatment, recovery and environmentally sound disposal of the Solution in accordance with applicable law.
23.10 You may only resolve disputes with us on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated or representative action. Class actions, class arbitrations, private attorney general actions and consolidation with other arbitrations are not allowed and to the fullest extent permissible pursuant to applicable law, you waive your respective rights to a trial by jury. Any dispute, controversy or claim arising out of or in connection with the Agreement, or the breach, termination or invalidity thereof shall be brought before Oslo District Court as the agreed venue, except that We may, at Our own option, bring suit for collection in the country where You are located.
24 ELECTRONIC SOLUTIONS
24.1 Each Party agrees that the electronic signatures or consents of the Parties used to enter into a contractual relationship are intended to authenticate this in writing and to have the same force and eﬀect as manual signatures of such Party and shall be eﬀective to bind such Party to the Agreement.
24.2 The Parties agree that an Agreement entered into through digital solutions shall be deemed: (a) to be ”written” or ”in writing”; (b) to have been signed, and (c) to constitute a record established and maintained in the ordinary course of business and an original written record when printed from electronic ﬁles. Such paper copies or ”printouts,” if introduced as evidence in any judicial, arbitral, mediation or administrative proceeding, will be admissible as between the Parties to the same extent and under the same conditions as other original business records created and maintained in documentary form. Neither Party shall contest the admissibility of true and accurate copies of Agreement entered into through digital solutions based on the best evidence rule or as not satisfying the business records exception to the hearsay rule.