TERMS AND CONDITIONS

This document describes the terms of use (the “Terms”) for:

a.  the Polare subscription service (the “Service”) accessed through the Mobile Apps, Products or Sites;

            b.  Polare hardware products (“Products”);

c.  software downloaded to your smartphone or table as the Polare app (“Mobile Apps”);

d.  website(s) at https://polare.ai (the “Sites”) which include technical support and services;

The term “Services” means the Sites, Web and Mobile Apps, and Subscription Service. These may be used in conjunction with our Products and third-party hardware devices (“Devices”). We accept no liability or responsibility for the operation of Devices, which should be used according to the manufacturer specifications of that Device.

Privacy Policy

Our full Privacy Policy can be found at: https://link.polare.ai/privacy

Your Acceptance

Please read and agree if you wish to use our Products or Services. While this document covers all our Products and Services, you can only agree to the conditions of Products and Services you use.

These Terms are a binding contract between you and Polare (the “Agreement”). If you do not agree to and accept all Terms, you do not have the right to use the Services and should stop using them immediately. By using the Services, you agree to the Terms. The Terms shall remain in effect as long as you use the Services. The Terms also include the Polare Privacy Policy.

Modification of Terms

These Terms may be revised and reissued by updating the terms on this website (https://link.polare.ai/terms). You consent and agree to receive notices of updates of these Terms through our posting of updated Terms on this website. You should visit this page regularly to review the current terms. Your continued use of the Services will be deemed as irrevocable acceptance of any updates to these Terms.

Legal Capacity and Representation

The Services are directed to a general audience for adults. By using the Services you warrant that you have legal capacity to enter into these Terms, that you are of sufficient age and mental capacity and are otherwise entitled to be legally bound in contract.

If you are using the Services on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on their behalf and bind them to these Terms.

You may only use the Services for your personal, non-commercial use. Your use must comply with all laws that apply to you. You may not use these Services if applicable laws prohibit such use.

We may prevent or suspend your access to the Services if you do not comply with any part of these Terms, any terms or policies to which they refer or any applicable law.

If you are a child under 13, you may not register for the Services nor send any personal information about yourself to us. In the event that we learn we have collected personal information from a child under 13, we will destroy that information as quickly as possible.

Account Registration

In order to use the Services, you may be required to sign up for an account. To sign up for an account, you represent and warrant that:

a.                   all required registration information you submit is truthful and accurate;

b.                   you will maintain the accuracy of such information.

You agree that you are solely responsible for: all costs and expenses you may incur in relation to your use of the Services; and keeping your password and other account details confidential.

Changes to the Services

The Services may change over time as we improve them. At any time, we may temporarily or permanently modify, suspend, discontinue, or restrict access to all or part of the Services and/or any related software, facilities, and services, with or without notice and/or to establish general guidelines and limitations on their use. Some changes to the Services may render certain hardware devices, third-party services, configurations, or software setups inoperable. We may make changes at our sole discretion and with or without notice.

GENERAL

Who we are

In the United Kingdom we are:

Polare AI Ltd.                     UK No. SC766239

In Europe, we are:

Europa Polare AI OÜ,      Estonia. No. 16797414

Before You Buy

Compatible electricity tariff. Our service uses differences in market pricing to deliver cost savings. Your electricity tariff must be one that varies the kWh price of electricity by time, sometimes known as a ‘dynamic’ tariff. An electricity tariff that charges the same kWh price all the time, sometimes known as a ‘fixed’ tariff, is not compatible with the Polare service. You can find more information about compatible types of electricity tariff and how they work with Polare at: https://polare.ai/dynamic

Compatible device. Our service works by automating the operation of an attached device. Ensure your device is compatible before purchasing a Polare product. You can find compatibility tests at: https://link.polare.ai/compatibility

Pricing

Discounts. Polare may offer discount codes and automatically applied discounts for nominated time periods or regions. Such discounts do not alter the list cost of the Product or Service once the discount expires or no longer applies to you.

Business and bulk pricing.  Polare may offer bulk discounts on hardware and tailored subscription pricing to businesses or suitable locations requiring multiple products.

VAT and sales tax. Our hardware and subscriptions are subject to VAT and sales tax. Differences in Product price reflect different sales tax, fulfilment and currency costs across European countries and the UK.

Product pricing, specifications, typographical errors. We do our best to describe every Product or Service as accurately as possible, but we do not warrant that product specifications, pricing or other content are current, complete, or error-free. In the event of any errors relating to the pricing or specifications, Polare shall have the right to refuse or cancel any orders in its sole discretion. If we charged you prior to cancellation, we will issue a credit to your account in the amount of the charge.

SUBSCRIPTION SERVICE

Polare provide a Service that saves money on electricity costs by powering your hardware devices at the cheapest times possible, while achieving the purpose of the hardware device. We do this through a combination of hardware Controllers and a subscription Service. Together they automate the operation of connected hardware devices so they operate in the most cost efficient manner.

The Service is intended for use only in the country you specify during setup. If you choose to use the Service in another location or country:

a.                   You will have to setup the Service again. The Service will only work in available countries, as indicated on the Mobile App or Polare Sites.

b.                   You are responsible for compliance with local laws and regulations where applicable.

Length of subscription. Each subscription lasts a period of one calendar year from the date of payment. The annual savings estimate given on our website assumes that you will only be using a heater or air conditioner for 5 months of the year (a full ‘hot’ or ‘cold’ season). This means you can “complete” a subscription year in the subsequent cold or hot season – for example, if you buy a subscription in January, it assumes you will use your heater from January to March and then October to December.

Cancellation of subscription. You can cease using the Service and request a refund within the first 30 days of the subscription. After 30 days, your subscription will run to the end of the subscription period, after which you may cancel it if you wish.

Savings Estimates

Savings will vary. Savings from the Polare Service vary by location and situation. Take our Savings Calculator (https://link.polare.ai/calculator) before you purchase a Polare Product. This will give you an estimate of how much you can save with your location, property and device(s). It is your responsibility to ensure this estimate is acceptable to you before you buy a Polare product.

Calculation of savings. Our savings calculations are an estimate based on the information you provide us. If that information is incorrect or changes, the saving amount will also change. It is your responsibility to update relevant information if it should change. This is done through the app and website.

Estimates. While we make every effort to ensure our yearly forecast estimates are as accurate as possible, they are subject to external market, weather and regulatory changes. Our estimates use a rolling average of the previous 3 years weather and market data to predict the likely savings over the next year. This system will still be subject to large fluctuations in conditions for a given year. In these instances, our daily and weekly savings calculations will still obtain the optimal electricity price for you, but the total annual savings may be more or less than predicted in these instances.

Comparison scenarios. When you start using the Polare service, you are no longer not using the Polare service. Therefore we cannot do a direct comparison of your live savings. Instead, we use a Baseline scenario to compare your savings with Polare and without Polare. The Baseline scenario makes assumptions about your usage without Polare based on the information you provided us. You can read more about this scenario comparison at: https://link.polare.ai/savings

HARDWARE CONTROLLERS

A Polare hardware controller is a consumer electronic Product. You own any controller you purchase.

You acknowledge and agree that any Services and software embedded in the Product (and any updates thereto) (“Product Software”) are licensed, not sold, to you. You do not acquire any ownership interest in any Service or Product Software under these Terms, or any other rights thereto other than to use such Service and Product Software in accordance with the license granted, and subject to all terms, conditions, and restrictions under these Terms.

Limitations of Services and Product Software

You acknowledge and agree that Services and Product Software are not intended to be 100% reliable or available 24 hours a day, 7 days a week. The Services/Product Software may be suspended temporarily without notice for security reasons, system failure, maintenance and repair, updates, or other circumstances.

You agree that you will not be entitled to any refund or rebate for such suspensions. Polare does not offer any specific uptime guarantee for the Services or Product Software.

Warranty

Our limited warranty can be found at: https://link.polare.ai/warranty.

INTELLECTUAL PROPERTY

You acknowledge that all intellectual property rights, including and without limitation patents, copyrights, trademarks, trade secrets and all other proprietary rights, in the Products and Services, are owned by Polare. or its affiliates, licensors, or suppliers (collectively, the “IP Rights”). Your possession, access and use of the Products and Services do not transfer to you or any third party any rights, title, or interest in or to such IP Rights. Polare. and its affiliates reserve all rights not granted in these Terms. Moreover, other than User Data (defined below), Polare retains full and complete title to all content on the Services, including any downloadable software and data that accompanies it.

Use of the Services. Your right to make use of the Services and any content appearing on it is subject to your compliance with these Terms. Modification or use of the content on the Services for any purpose not permitted by these Terms may be a violation of the IP Rights protected by law and these Terms, and is prohibited. You are prohibited from using the IP Rights except as specifically permitted in these Terms.

Subject to these Terms, Polare grants you a limited, non-exclusive and non-transferable license to download, copy, install and use the authorised parts of the Services on your own device (e.g. computer, phone, smart device, etc) for your own personal use. You may not use the content of the Services in any other public or commercial way, nor may you copy or incorporate any of the content of the Services into any other work, including your own website, without the prior written consent of Polare.

You must have a reseller or distribution license from us before you can copy or redistribute any portion of the Services. Any authorisation to copy content granted by us in any part of the Services for any reason is subject to your keeping intact all copyright and other proprietary notices. You must not copy, modify or an any way reproduce or damage the structure or presentation of the Services or any content therein.

Modifying, translating, adapting or otherwise creating derivative works and improvements, decompiling, decoding, reverse engineering, disassembling, or otherwise reducing the code used in any software in connection with the Services into a readable form in order to examine the source code or construction of such software and/or to copy or create other products based (in whole or in part) on such software, is prohibited.

Open Source. Some independent, third party code may be included in the Products or Services that are subject to the GNU General Public License (“GPL”) or other open source licenses (the “Open Source Software). The Open Source Software is licensed under the terms of the license that accompanies such software. Nothing in these Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for such Open Source Software.

User Data

“User Data” is all of the information collected during your use of the Services.

You are solely responsible for all content that you upload, post, email, transmit or otherwise disseminate using our Services. You warrant that you have all rights necessary to do so.

Polare reserves the right, but shall not be obligated, to remove any User Data from our servers at any time in its sole and absolute discretion.

Public Content. Where you make content public on our Services, including without limitation reviews, responses, profile entries, posts, questions, videos, images and audio that you upload, post email, transmit or otherwise disseminate using our Services (the “Public Content”) we may use this information to develop ratings, market products, personalize site views, improve our Products and Services and/or develop new Products and Services. By posting or uploading any Public Content you automatically grant Polare a royalty-free, perpetual, non-exclusive, unrestricted, worldwide license to reproduce, distribute, modify and publish that content.

Private Content. Where you submit data to Polare that is private, we will take all reasonable measures to secure and protect that data under relevant legislation and the terms of our Privacy Policy here: https://link.polare.ai/privacy.

Security. You are responsible for the security of your username and password.

Polare cannot guarantee that unauthorised third parties will never be able to penetrate our security measures or use your personal data for improper purposes. You acknowledge that you provide your personal data at your own risk. You agree to immediately notify Polare of any unauthorised use, or suspected unauthorised use, of your account or any other breach of security of which you become aware. Polare is not liable to you for any loss or damage arising from your failure to comply with the above requirements.

Polare may access, use, preserve and/or disclose the User Data to law enforcement authorities, government officials or third parties if legally required to do so or if we have a good faith belief that such access, use, preservation or disclosure is reasonably necessary to:

a.       comply with legal process or request;

b.       enforce these Terms, including investigation of any potential violation thereof;

c.       detect, prevent or otherwise address security, fraud or technical issues;

d.       protect the rights, property or safety of Polare, its users, a third part, or the public as permitted by law.

Restrictions on Use

During your use of the Services, you may create connections between our hardware devices, third-party hardware devices, our Services, and/or third-party services. You agree that you will not connect to the Services any hardware devices or third-party services in a manner that could be dangerous to any person(s), or which could cause damage to or loss of any property.

You may not use the Services or interact with the Services in a manner that:

a.       Infringes or violates the intellectual property rights or other rights of anyone else;

b.       Violates any law or regulation;

c.       Jeopardizes the security of your or others’ accounts;

d.       Attempts in any manner to obtain the password, account, or other security information from any other user;

e.       Violates the security of any computer network;

f.        Introduce any malware or other material that is malicious or technologically harmful;

g.       Copies or stores any significant portion of the content;

h.       In any way attempts to obtain the source code of the Services;

TERMINATION

You are free to stop using the Services at any time.

You understand and agree that we may or may not delete your User Data in the event that you stop using the Services.

At any time, Polare may suspend or terminate your rights to access or use the Services if Polare in good faith believes that you have used the Services in violation of these Terms, including any incorporated guidelines, terms, or rules.

If you transfer a Product to a new owner, your right to use the Services with respect to that Product automatically terminates. The new owner will have no right to use the Product or Services under your account and will need to use them under a separate account with Polare.

In the event that we elect to terminate your account, we will try to provide advance notice to you prior to termination so that you are able to retrieve any important User Data stored in your account. You understand and agree that we may provide no advanced notice for any reason, but usually because it would be impractical, illegal, not in the interest of someone's safety or security, or otherwise harmful to the rights or property of Polare.

LIMITATION OF LIABILITY

To the fullest extent allowed by applicable law, under no circumstances and under no legal theory (including, without limitation, tort, contract, strict liability, or otherwise) shall Polare be liable to you or to any other person for:

a.       any indirect, special, incidental, or consequential damages of any kind, including damages for lost profits, loss of goodwill, work stoppage, accuracy of results, or failure or malfunction of any device connected to the Products or Services;

b.       any amount, in the aggregate, in excess of the greater of (i) $100 or (ii) the amounts paid by you to Polare in connection with the Products or Services in the twelve (12) month period preceding the applicable claim;

c.       any matter beyond our reasonable control.

The limitation of liability set out above does not apply to liability resulting from our gross negligence or wilful misconduct.

We shall have no liability to you for any breach of these Terms caused by any event or circumstance beyond our reasonable control including, but not limited to, strikes, lock-outs or other industrial disputes; breakdown of systems or network access; or flood, fire, explosion or accident.

Risk of Loss

You acknowledge and agree that your use of the Services is solely at your own risk, and that you accept responsibility for all losses, damages, and expenses arising out of such use. Polare is not an insurer. You are responsible for maintaining insurance covering all loss, damage, or expense, whether for property damage, personal injury (including death), economic losses, or any other form of loss, damage, or expense arising out of or from (i) these terms, or (ii) the Services.

Polare is or may be the seller of various goods and services available on the Services. All items purchased from the Services are made pursuant to a shipment contract. This means that the risk of loss and title for such items pass to you upon Polare’s delivery to the carrier.

Indemnity

You agree to indemnify and hold Polare, its affiliates, officers, agents, employees, and partners harmless for and against any and all claims, liabilities, damages (actual and consequential), losses, and expenses (including legal fees) arising from or in any way related to any third-party claims relating to:

a.       your use of the Services (including any actions taken by a third-party using your account);

b.       your violation of these Terms.

In the event of such a claim, suit, or action ("Claim"), we will provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

Assignment

You may not assign, delegate, or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Polare’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent. No one other than a party to these Terms has any right to enforce any of these Terms.

Disputes

We will try to resolve any disputes with you quickly and efficiently. If you are unhappy with us please contact us as soon as possible. If you and we cannot resolve a dispute using our complaint handling procedure, we will:

a.       let you know that we cannot settle the dispute with you;

b.       give you certain information about our alternative dispute resolution provider.

If you want to take court proceedings, the relevant courts of the United Kingdom will have exclusive jurisdiction in relation to these Terms. Relevant United Kingdom law will apply to these Terms.

How to contact us

Please forward any comments, complaints about the Services or questions you may have to: contact@polare.ai