Terms of Use – Greenole

This Greenole Terms of Use (this “Agreement“) is a binding contract between you (“User,” “you,” or “your“) and Greenole (“Greenole,” “we,” “our,” or “us“). This Agreement governs your access to and use of Greenole’s online platforms, including but not limited to the
Greenole Building Operating System (BOS), the app.greenole.ai environment, GreenEdge edge-computing devices, Green AI features, and related services (collectively, the “Platform“), which you desire to access and use.

THIS AGREEMENT TAKES EFFECT BY ACCESSING OR USING THE PLATFORM, OR BY CLICKING “I AGREE” (the “Effective Date“). BY ACCESSING OR USING THE PLATFORM YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS
AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

1. DEFINITIONS

(a) “Authorized User” means User and User’s employees, consultants, contractors, and agents who are authorized by User to access and use the Platform under the rights granted to User pursuant to this Agreement and the allocated limits of your subscription tier.

(b) “User Data” means raw telemetry information, sensor data, building automation data (e.g., via BACnet, Modbus, MQTT), and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of User or any other Authorized
User through the access and use of the Platform.

(c) “Greenole IP” means all intellectual property provided by Greenole to User or any other Authorized User in connection with the use and access of the Platform. This includes, without limitation, the Platform’s source code, Green AI algorithms and machine learning
models, Continuous Commissioning rules, dashboard templates, and the firmware embedded in GreenEdge devices. Greenole IP also includes any information, data, or other content derived from Greenole’s monitoring of User’s access to or use of the Platform, and
all Aggregated Statistics, but does not include raw User Data.

(d) “Green Cluster” and “Green Node” mean the hierarchical organizational structures within the Platform used to designate specific client environments, campuses, buildings, or equipment.

(e) “Partner” means an authorized System Integrator or distributor holding a Partner Account that manages one or multiple Green Clusters.

2. ACCESS AND USE

(a) Provision of Access. Subject to the terms and conditions of this Agreement and payment of applicable subscription fees (including base tiers, GreenCoins consumption, and extra attribute updates), Greenole hereby grants you a revocable, non-exclusive,
non-transferable, non-sublicensable, limited right to access and use the Platform.

(b) Prohibited Use. Any use or attempted use of the Platform for any unlawful, unauthorized, fraudulent, or malicious purpose is strictly prohibited. In connection with your use of the Platform, you agree that you will not:

(i) Share user credentials, passwords, or login access among multiple individuals. Each Authorized User must have a dedicated seat. “Pooled” or shared logins are strictly prohibited and will result in immediate account suspension;
(ii) Reverse engineer, disassemble, decompile, or decode the Platform, the Green AI models, or any GreenEdge hardware/firmware;
(iii) Probe, scan, test the vulnerability of, or breach the authentication measures of the Platform, or any related networks or IoT gateways;
(iv) Use the Platform to create a competing Building Operating System, FDD (Fault Detection and Diagnostics) tool, or AI-based energy analytics service;
(v) Intentionally manipulate or overwhelm the Platform by exceeding the agreed-upon limits for attribute updates per hour or data storage without prior authorization;
(vi) Upload files that contain viruses, trojan horses, worms, or any other malicious software.

(c) Reservation of Rights. Greenole reserves all rights not expressly granted to User in this Agreement. Nothing in this Agreement grants User or any third party any intellectual property rights or other right, title, or interest in or to the Greenole IP.

(d) Aggregated Statistics and Vertical Market Benchmarking. Notwithstanding anything to the contrary in this Agreement, Greenole may monitor your use of the Platform and collect, compile, and anonymize User Data to create statistical and performance information (“Aggregated Statistics“). As between Greenole and you, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Greenole. You acknowledge and agree that Greenole may use Aggregated Statistics to train its Green AI models, improve Continuous Commissioning rules, and provide macro-level vertical market benchmarking (e.g., comparing a building’s energy efficiency against the regional average for similar facilities). Such Aggregated Statistics will never identify you, your organization, or your Confidential Information to third parties.

3. USER RESPONSIBILITIES

(a) Account Use. You are responsible and liable for all uses of the Platform resulting from access provided by you, directly or indirectly. You are responsible for all acts and omissions of Authorized Users.

(b) User Data. By transmitting telemetry or uploading User Data to the Platform, you hereby grant to Greenole a perpetual, non-exclusive, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use the User Data to provide the services to you, and to generate the Aggregated Statistics described in Section 2(d). You are solely responsible for ensuring that you have the legal right to collect and transmit the User Data to Greenole.

(c) Hardware and Connection Requirements. You are responsible for providing and maintaining the local hardware (except for leased GreenEdge devices), network infrastructure, uninterrupted power supplies (UPS), and internet communication lines required for our sensors and building systems to transmit data to the Platform. Greenole is not liable for data loss or alert failures caused by local network outages, power failures, or third-party firewall restrictions.

4. GREEN AI AND BUILDING OPERATIONS DISCLAIMER

The Platform includes advanced features such as Green AI, Fault Detection and Diagnostics (FDD), and Continuous Commissioning, which provide insights, reports, and recommendations regarding building systems (e.g., HVAC, electrical).

(a) Advisory Nature. All insights, failure predictions, and operational recommendations generated by the Platform are advisory in nature.

(b) No Liability for Physical Assets. Greenole is a software and data analytics provider, not a mechanical contractor. You acknowledge that Greenole is not responsible for the physical maintenance, repair, or operation of your facility’s equipment. Greenole disclaims all liability for any equipment breakdown, property damage, business interruption, or safety incidents, regardless of whether the Platform predicted, failed to predict, or alerted you to the underlying fault. The execution of physical work orders remains strictly the esponsibility of the User or their authorized maintenance personnel.

5. CONFIDENTIAL INFORMATION

From time to time, Greenole and User may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, and other sensitive information (“Confidential Information“). The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to employees, agents, or subcontractors who have a need to know. Greenole’s proprietary pricing models, Green AI prompts, and software architecture are considered strictly confidential.

6. PRIVACY POLICY

Greenole complies with its privacy policy available on the Platform (“Privacy Policy“), adhering strictly to applicable data protection frameworks including the LGPD, GDPR, and CCPA where applicable. By accessing the Platform, you acknowledge that you have reviewed and accepted our Privacy Policy.

7. INTELLECTUAL PROPERTY OWNERSHIP

(a) Greenole IP. We retain all right, title, and interest in the Platform, including the Single Pane of Glass dashboards, Green AI chatbots, data schemas, API endpoints, and all associated intellectual property rights.

(b) User Data. As between you and us, you own all right, title, and interest in and to your raw User Data.

8. DISCLAIMER OF WARRANTIES

THE PLATFORM IS PROVIDED “AS IS” AND GREENOLE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. GREENOLE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. GREENOLE MAKES NO WARRANTY THAT THE PLATFORM WILL OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY SPECIFIC ENERGY SAVINGS, PREVENT EQUIPMENT FAILURE, BE SECURE FROM ALL CYBER THREATS, OR BE ERROR-FREE.

9. INDEMNIFICATION

User shall indemnify, hold harmless, and defend Greenole from and against any losses, damages, liabilities, or costs (including attorneys’ fees) resulting from any third-party claim alleging that the User Data infringes such third party’s intellectual property rights, or laims arising from the User’s negligence, physical maintenance actions (or inactions) based on Platform insights, or use of the Platform in a manner not authorized by this Agreement.

10. LIMITATIONS OF LIABILITY

IN NO EVENT WILL GREENOLE BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, LOST BUSINESS, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL; OR (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, OR RECOVERY OF ANY DATA. IN NO EVENT WILL GREENOLE’S AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNTS PAID TO GREENOLE UNDER THIS AGREEMENT IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. SUBSCRIPTIONS, CREDITS, AND BILLING

(a) Tiers and Overages. Your use of the Platform is subject to the limits of your selected subscription tier (Base, Advanced, Enterprise), which governs the number of seats, attributes updated per hour, and data storage. If you exceed these limits, Greenole reserves the ight to charge overage fees or require a tier upgrade.

(b) GreenCoins / AI Credits. Certain features, including advanced Green AI analysis, deep analytics, and automated report generation, consume Platform credits (“GreenCoins”). Once your allocated credits are depleted, these features will be suspended until additional redits are purchased.

12. MODIFICATIONS

You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time. You will be notified of material modifications through a pop-up window upon login or via email. Your continued use of the Platform after the ffective ate of the modifications will be deemed acceptance of the modified terms.

13. GOVERNING LAW AND JURISDICTION

This Agreement is governed by and construed in accordance with the internal laws of Insert Applicable Jurisdiction, e.g., the State of Delaware, USA / or Brazil, without giving effect to any choice or conflict of law provision. Any legal suit, action, or proceeding arising ut of or related to this Agreement shall be instituted exclusively in the applicable courts of Insert Jurisdiction.

14. ENTIRE AGREEMENT AND NOTICES

This Agreement, along with the Privacy Policy and your specific Subscription/Partner Agreement, constitutes the entire agreement between the parties. Any notices to Greenole must be sent to our official corporate address or electronically to legal@greenole.com. You consent to receiving electronic communications from us regarding your account, alerts, and legal notices.

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