Logo

Riddle&Code MYPWR Terms of Service

1. About These Riddle&Code MYPWR Terms of Service

1.1 These Riddle&Code MYPWR Terms of Service (the "Agreement") govern the rights and obligations between the entity executing this Agreement (the "Customer") and Riddle & Code GmbH, FN 462779 h ("R&C" together with the Customer, the "Parties" and each a "Party") concerning the use of the standard Riddle&Code MYPWR software system (the "Service"). If you are entering into this Agreement on behalf of an entity, such as your employer, you represent that you have the legal authority to bind that entity. The Service is a business tool. The Customer must only use the Service exclusively for purposes relating to its trade, business, craft or profession.

1.2 To the extent that the Customer's use of the Service is within the scope of R&C's terms accessible via https://www.riddleandcode.com/terms (the "Terms"), the Customer and R&C agree to the Terms and R&C will not modify the Terms, except as expressly permitted under the Terms.

2. Definitions

The following defined terms are used in this Agreement:

"Account" refers to the account a Customer creates on the MYPWR Platform maintained by R&C for the provision of the Services ("Platform").

"Agreement" has the meaning described in section 1.

"Beta Features" has the meaning described in section 9.1.

"Business Day" means any day other than a Saturday, Sunday, or a day that is recognized as a public holiday in the Republic of Austria.

"Customer" has the meaning described in section 1.

"Confidential Information" includes: (a) all information marked confidential, restricted, or proprietary by either Party and (b) any information that is treated as confidential by R&C and would reasonably be understood to be confidential, whether or not so marked or disclosed orally. Confidential Information shall include research information, financial/accounting information, human resources and personnel information, plans, operations, Third Party contracts or other information or data obtained, received, transmitted, processed, stored, archived, or maintained by R&C under this Agreement. However, Confidential Information will not include any information that, as can be established to the other Party's reasonable satisfaction, is or becomes known to the general public, which is already in the receiving party's possession prior to disclosure by a party or which is independently developed by the receiving party without the use of Confidential Information.

"Customer Data" means the data that You collect, process or store using the Service concerning the characteristics and activities of Yourself and associated users of Your account.

"Documentation" means any accompanying documentation made available to You by R&C for use with, but not limited to, the MYPWR Software, MYPWR auxiliary software, including any documentation available online.

"Device" means any type of hardware device or machine that interacts with the MYPWR software system or the Platform associated with Your Account.

"Intellectual Property Rights"means all inventions, patents, utility models, copyrights, database rights, neighboring rights (Leistungsschutzrechte), trade secrets, trademarks, trade names, know-how, software, shop rights, domains, naming rights, semiconductor protection rights, moral rights, licenses, developments, research data, designs, processes, formulas, and other intangible proprietary or property rights, whether or not patentable (or otherwise subject to legally enforceable restrictions or protections against unauthorized Third Party usage), and any and all applications for, and extensions, divisions, and reissuances of, any of the foregoing, and rights therein, and whether arising by statute or common law as well as any commercial value associated with such rights (so-called good will).

"Parties" / "Party" has the meaning described in section 1.

"Platform" has the meaning described under "Account".

"Platform Home" means the user interface through which You can access certain Platform-level functionality.

"Processing Software" means the R&C MYPWR server-side software and any upgrades, which connect to third party systems.

"Privacy Policy" means the privacy policy of R&C to be found under https://www.riddleandcode.com/privacy-policy, or any other URL that R&C may provide from time to time.

"Report" means the resulting analysis shown at W3B.SPACE, some of which may include analysis of data attested to a blockchain network.

"R&C" has the meaning described in section 1 of this Agreement

"SDKs" mean certain software development kits, which may be used or incorporated into a custom application that You operate for the purpose of building applications, together with any fixes, updates, and upgrades provided to You

"Servers" means the servers controlled by R&C on which the Processing Software and Customer Data of the Platform are stored.

"Service" has the meaning described in section 1.

"Software" means, but is not limited to, the User Experience Software, Business Logic Software, Application Programming Interfaces (or APIs) and/or SDKs.

"Terms" has the meaning described in section 1.2.

"Third Party" means any third party (i) to which You provide access to Your Account or (ii) for which You use the Service to collect information on the third party's behalf.

"Users" means users and/or visitors to R&C or its Products and Services.

"View" means the collection of settings that together determine the information to be included in, or excluded from, Reports for MYPWR Software Properties. For example, a View could be established to view a list of graph of data sent to, or retrieved from, a blockchain.

"Wallet" means a software account that holds value representing entries on a software ledger system.

"You" means the Customer.

3. ABOUT Riddle&Code MYPWR

MYPWR is a Software as a Service (SaaS) platform that allows its Users to participate in the creation and management of energy communities, and numerous related services, by enabling the user to manage the account and related services of the Platform.

4. USER Account, Password, Security

4.1 The User account is the central means with which a User can gain access to, and participate in, the features available on the MYPWR platform, either free of charge, via a paid subscription, or by any means of paid service.

4.2 To register for the Service, the Customer must complete the registration process by providing R&C with current, complete and accurate information as prompted by the registration form, including its e-mail address (username) and password.

4.3 The Customer is obliged to protect passwords and take full responsibility for its own as well as Third Party use of its accounts.

4.4 The Customer is solely responsible for any and all activities that occur under its Account (save for activities carried out by, or on behalf of, R&C and R&C's affiliates) and will notify R&C immediately upon learning of any unauthorized use of its Account or any other breach of security.

4.5 R&C support staff may, from time to time, log in to the Service under the Customer's password in order to maintain the Service, including to provide the Customer assistance with technical issues or billing issues.

5. Fees and Service

5.1 The Service is provided without or with charge to the Customer for certain activities available on the Platform per month.

5.2 The applicable fees are listed under the 'Plans' or 'Billing' section of the MYPWR website, located at www.mypwr.io.

5.3 Unless otherwise stated, all fees are quoted in Euros.

5.4 R&C may change its fees and payment policies for the Platform and the Service from time to time including the addition of costs for geographic data, the importing of cost data for connection to, or service provided by, other third party software systems, or other fees charged to R&C or another R&C affiliate by Third Party vendors for the inclusion of data in the Service reports or interaction with such Third Party systems.

5.5 Any changes to the fees or payment policies are effective upon the R&C's acceptance of those changes which will be posted at www.mypwr.io

5.6 Any outstanding balance becomes immediately due and payable upon termination of this Agreement and any collection expenses (including legal fees) incurred by R&C will be included in the amount owed and may be charged to the credit card or other billing mechanism associated with the Customer's Account.

6. About the Role of the Customer

The Customer is only a User of the R&C MYPWR service, and maintains no right to any intellectual property available on the R&C MYPWR website, nor to any of the features enabled by the Intellectual Property available via MYPWR.

7. Nonexclusive License

7.1 Subject to the terms and conditions of this Agreement R&C grants the Customer a limited, revocable, non-exclusive, sub-licensable license to install, copy and use the Platform and/or SDKs solely as necessary for the Customer to use the Service on the Customer's Properties.

7.2 Subject to the terms and conditions of this Agreement the Customer may remotely access, view and download its Reports stored at www.mypwr.io

7.3 The Customer will not (and will not allow any Third Party to):
  1. copy, modify, adapt, translate or otherwise create derivative works of the Software or the Documentation;
  2. reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software, except as expressly permitted by the law in effect in the jurisdiction in which the Customer is located;
  3. ent, lease, sell, assign or otherwise transfer rights in or to the Software, the Documentation or the Service;
  4. remove any proprietary notices or labels on the Software or placed by the Service;
  5. use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service or the Software;
  6. use data labeled as belonging to a Third Party in the Service for purposes other than generating, viewing, and downloading Reports. The Customer will comply with all applicable laws and regulations in its use of and access to the Documentation, Software, Service and Reports.

7.4 The Customer is responsible for using the Service and the results generated therefrom in compliance with the terms and conditions of this Agreement, applicable law and the Documentation and Report provided by R&C. R&C shall not be responsible or liable in this regard.

R&C will not be obliged to provide the Customer with the latest development status of the Service and inform about further developments and/or updates in relation to the Service.

8. Proprietary rights

8.1 The Service, which includes the Software and all Intellectual Property Rights therein is, and will remain, the property of R&C (and the other R&C affiliates).

8.2 All rights in and to the Service not expressly granted to the Customer in this Agreement, including all worldwide technology, intellectual property and proprietary rights, are reserved and retained by R&C and its licensors without restriction, including R&C's (and the other R&C affiliates') right to sole ownership of the Software and Documentation.

8.3 The Customer shall prevent misuse of the Software, in particular unauthorized duplication and/or use. The Customer shall, in particular, ensure that the Software is protected from inspection and use by unauthorized persons.

8.4 Without limiting the generality of the foregoing, the Customer agrees not to (and not to allow any Third Party to):

  1. sublicense, distribute, or use the Service or Software outside of the scope of the license granted in this Agreement;
  2. copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile the Software or otherwise attempt to discover any source code or trade secrets related to the Service or Documentation;
  3. rent, lease, sell, assign or otherwise transfer rights in or to the Software, Documentation or the Service;
  4. use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service, Documentation or the Software;
  5. use the trademarks, trade names, service marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with the Service for any purpose without the express written consent of R&C;
  6. register, attempt to register, or assist anyone else to register any trademark, trade name, serve marks, logos, domain names and other distinctive brand features, copyright or other proprietary rights associated with R&C (or any other R&C affiliate) other than in the name of R&C (or another R&C affiliate, as the case may be);
  7. remove, obscure, or alter any notice of copyright, trademark, or other proprietary right appearing in or on any item included with the Service or Software;
  8. seek, in a proceeding filed during the term of this Agreement or for one year after such term, an injunction of any portion of the Service based on patent infringement.

9. Beta Features

9.1 Certain Service features are identified as "Alpha", "Beta" or "Experiment" (either within the Service or elsewhere by R&C) or as "otherwise unsupported" or "confidential" (collectively the "Beta Features").

9.2 The Customer may not disclose any information from Beta Features or the terms or existence of any non-public Beta Features.

9.3 Any use of Beta Features will be solely at the Customer's own risk and may be subject to additional requirements as specified by R&C.

9.4 R&C is not obligated to provide support for Beta Features and R&C may, at its sole discretion, cease providing Beta Features as part of any Services.

9.5 To the extent legally permissible, R&C and the R&C affiliates will have no liability (including any indemnification obligations) arising out of or related to any Beta Features.

10. Confidentiality

10.1 Each Party's Confidential Information shall remain the sole and exclusive property of that Party.

10.2 Neither Party will use or disclose the other Party's Confidential Information without the other's prior written consent except for the purpose of performing its obligations under this Agreement or if required by law, regulation or court order.

10.3 A Party being compelled to disclose Confidential Information will give the other Party as much notice as is reasonably practicable prior to disclosing the Confidential Information.

11. Privacy, Information Rights and Publicity

11.1 R&C will not share Customer Data with any Third Parties unless R&C

  1. has the Customer's consent for any Customer Data;
  2. concludes that it is required by law or has a good faith belief that access, preservation or disclosure of Customer Data is reasonably necessary to protect the rights, property or safety of R&C, its users or the public; or
  3. provides Customer Data in certain limited circumstances to Third Parties to carry out tasks on R&C's behalf (e.g., billing or data storage) with strict restrictions that prevent the data from being used or shared except as directed by R&C

When this is done, it is subject to agreements that oblige those parties to process Customer Data only on R&C's instructions and in compliance with this Agreement and appropriate confidentiality and security measures.

11.2 The Customer will not assist or permit any Third Party to disclose to R&C any information, hashed or otherwise, that R&C could use or recognise as personally identifiable information, except where permitted by, and subject to, the policies or terms of R&C (in particular this Agreement) made available to the Customer, and only if, such information passed to R&C is hashed using industry standards

12. Third Parties

If the Customer is using the Service on behalf of a Third Party or a Third Party is using the Service through the Customer's account, whether or not the Customer is authorised by R&C to do so, then the Customer represents and warrants that:

  1. the Customer is authorised to act on behalf of, and bind to this Agreement, the Third Party to all obligations the Customer has under this Agreement;
  2. R&C may share with the Third Party any Customer Data that is specific to the Third Party's Properties; and
  3. the Customer will not disclose the Third Party's Customer Data to anyone else without the Third Party's consent.

13. WARRANTIES

13.1 The Service is provided on an "as is" basis in line with the current state of technology. The use of the Service shall be at the Customer's risk and expense.

13.2 R&C warrants and represents to the Customer that:

  1. to R&C's best knowledge, the Service is operational and free from any third-party intellectual property rights which would substantially restrict and/or exclude the use of the Software in accordance with this Agreement;
  2. it has the right to enter into this Agreement and to grant the appropriate rights under this Agreement; and
  3. it will perform its obligations under this Agreement with reasonable skill, care and diligence and in accordance with best industry standards.

13.3 R&C does not warrant that the Service meets the requirements and expectations of the Customer, in particular the economic and commercial exploitability or the suitability and applicability of the Service.

13.4 In particular, R&C shall not be liable for any representation or warranty, expressed or implied, in relation to errors or other performance failures of the Service, that

  1. are due to downtimes caused by necessary maintenance, software updates or circumstances (such as technical problems of third parties or force majeure) beyond the control of R&C;
  2. are based on errors affecting the hardware, operating system or the software of other manufacturers not attributable to the sphere of R&C;
  3. are caused by application errors or improper use on the part of the Customer;
  4. occur as a result of changes to (a) operating systems, (b) third-party software necessary for the operation of the Service, or (c) interfaces; or
  5. occur as a result of software viruses or other external influences for which R&C is not responsible (e.g. power or internet failures).

13.5 To the fullest extent permitted by applicable law, except as expressly provided for in this Agreement, R&C makes no other warranty of any kind, whether express, implied, statutory or otherwise, including without limitation, warranties of merchantability, fitness for a particular use and noninfringement.

14. LIMITATION OF LIABILITY

14.1 R&C shall only be liable for damage caused by intent (Vorsatz) or gross negligence (grobe Fahrlässigkeit).

14.2 To the extent permitted by applicable law, R&C shall not be liable for the Customer's lost revenue or indirect, special, incidental, immaterial, consequential, exemplary or punitive damages, even if R&C or its subsidiaries and affiliates have been advised, knew or should have known that such damages were possible, and even if direct damages do not satisfy a remedy. R&C (and its wholly owned subsidiaries') entire cumulative liability to the Customer or any other party for any loss or damages resulting from claims, demands, or actions arising out of or relating to this Agreement shall not exceed the compensation received from the Customer for the Services under this Agreement.

14.3 Claims against R&C arising under this Agreement shall be asserted within 6 months from the date of knowledge of the damage, otherwise the claim shall be deemed forfeited.

15. INdemnification

The Customer shall indemnify and hold harmless R&C with respect to all claims based on the use of the Service by the Customer in violation of this Agreement.

16. Term, termination [and Suspension]

16.1 The term of this Agreement begins when the Customer accepts the Agreement.

16.2 Either Party may terminate this Agreement at any time with notice. The Customer may terminate this Agreement by closing their account, whilst R&C reserves the right to close a Customer account with written notice, and close such account within 3 Business Days of such notice.

16.3 Upon termination of this Agreement R&C will stop providing the Service and the Customer will no longer have access to its Account. The Customer will stop accessing the Service. Furthermore, the Customer will no longer have access for any use of the Service and all SDKs that may have been provided by R&C via MYPWR within 3 Business Days of such termination.

16.4 R&C reserves the right to Suspend a Customer Account if any of the terms in this Agreement are breached by the Customer.

16.5 In the event of a termination;

  1. the Customer will not be entitled to any refunds of any usage fees or any other fees;
  2. any outstanding balance for Service rendered through the date of termination will be immediately due and payable in full; and
  3. all historical Report data of the Customer will no longer be available to the Customer.

17. Modifications to this agreement and Other Policie

17.1 In the event of a modification of the terms of this Agreement, the Customer will be notified about the changes by email to the email address provided to R&C by the Customer with a notice period of at least 14 days, unless respecting the notice period results in the breach of applicable mandatory laws.

17.2 Each Party is obliged to notify the other Party immediately of any change of the email address. Until a current email address is provided, all notifications and deliveries under this Agreement shall be made to the email address last provided by the relevant Party.

17.3 If the Customer does not agree to the modified terms for the Service, it has to discontinue its use of the Service.

17.4 No amendment to or modification of this Agreement will be binding unless:

  1. in writing and signed by a duly authorized representative of R&C;
  2. the Customer accepts updated terms online; or
  3. the Customer continues to use the Service after R&C has posted updates to the Agreement or to any policy governing the Service.

18. Governing law and jurisdiction

This Agreement and any non-contractual obligations arising out of or in relation to this Agreement shall be governed by, and construed in accordance with, the laws of Austria, without reference to or application of any conflict of law rules and excluding the UN sales law (UN-Kaufrecht). The competent court for commercial matters in Vienna, First District (Innere Stadt), shall have exclusive jurisdiction to settle any disputes, controversies or claims arising out of or in relation to this Agreement including the validity, invalidity, breach, or termination thereof.

19. MISCELLANEOUS

19.1 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof. Except as expressly provided herein, all prior agreements or understandings, if any, between any of the Parties with respect to the subject matter hereof shall, upon the execution of this Agreement, be null and void.

19.2 Any amendment of this Agreement shall only be valid, if made according to the provisions of section 17 of this Agreement.

19.3 A waiver of any claim for damages is not a waiver of any subsequent claim for damages.

19.4 The Customer may not assign or otherwise transfer any of its rights in subject to this Agreement without R&C's prior written consent.

19.5 The relationship between the Parties is not a legal partnership, but a relationship between independent contractual partners.

19.6 This Agreement is binding and effective for the respective legal successors and assignees of the contracting Parties.

19.7 In case any one or more of the provisions contained in this Agreement shall be invalid, illegal, or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. In lieu of the invalid or inoperable provision, this Agreement shall be applied in a reasonable manner, which, so far as legally permissible, comes as close as possible to the application of what the parties intended, according to the spirit and purpose of this Agreement.