MarkeDroid Terms of use

By using MarkeDroid services through the MarkeDroid application or the MarkeDroid device, you agree to the following terms of use (“Terms”). Please read these Terms carefully as they govern your use of MarkeDroid’s services including access to data developed by the devices connected to MarkeDroid’s services for optimizing their use, the Terms also govern the use of all of MarkeDroid’s websites and software applications (collectively, the “Service”) and any data that is going through or recorded by the Service (“Data”).

Use of the Service is subject to the MarkeDroid Privacy Policy and additional terms and conditions presented by MarkeDroid, all of which are part of these Terms.

By signing up for, or otherwise using, the Service, you agree to these Terms. If you do not agree to these Terms, then you must not use the Service or access any Data.

After successfully creating your MarkeDroid account you and MarkeDroid will enter into a contractual agreement for the use of the Service (“Agreement”) which is regulated by these Terms.

These Terms are applied for regulating the entire relationship between you and MarkeDroid with regard to the Service, except in cases where a master service agreement (“MSA”) has been concluded between you and MarkeDroid. In such instance the Terms are applied for cases the MSA does not cover. In case of any contradiction between the MSA and the Terms, the MSA shall prevail. In case the MSA is agreed upon, it forms an inherent part of the Agreement.

These Terms are between you and MarkeDroid OÜ, registry number 16720512, Lõõtsa 12, 11415 Tallinn, Estonia.

BY USING THE SERVICE, YOU AFFIRM THAT YOU ARE 18 YEARS OR OLDER IN ORDER TO HAVE THE CAPACITY TO ENTER INTO THESE TERMS. In addition, in case you agree to these Terms as a representative of a legal entity, then by agreeing to these Terms the Agreement is entered into with that legal entity and you also confirm that you have the right to represent the named legal entity and bind it with these Terms. For the avoidance of doubt, further references to “you” shall mean either the natural person agreeing to these Terms or the legal entity on whose behalf these Terms have been agreed to. Additionally, in order to use the Service and access any Data, you represent that any registration and account information that you submit to MarkeDroid is true, accurate, and complete, and you agree to promptly notify MarkeDroid of any changes to such information and to ensure that your registration and account information is kept accurate and up to date.

You need to create a MarkeDroid account to use all or part of the Service. Your account is for your personal use only and no one else should be allowed to use your account. You understand that you are responsible for all use (including any unauthorized use) of your account. Notify MarkeDroid’s customer service team immediately if your account has been compromised, or if you believe there has been unauthorized access to your account. MarkeDroid may remove your access to your account pursuant to section 10 of the Terms.

Subject to your compliance with these Terms (including any other applicable terms and conditions), MarkeDroid grants to you the right to access and use the Service and the Data in accordance with these Terms (collectively, “Access”). This Access shall remain in effect unless and until terminated or suspended by you or MarkeDroid. You agree that you will not redistribute or transfer the Service or the Data unless otherwise agreed with MarkeDroid.

MarkeDroid provides the Service as a digital monitoring, control and optimisation service. MarkeDroid is responsible for making the Service available in accordance with these Terms and for the operation of the MarkeDroid platform and algorithms, but does not install, maintain, repair or physically operate any energy devices.

Where the Service involves an installation, configuration or maintenance partner (“Partner”), such Partner acts independently from MarkeDroid and is responsible for the installation, configuration, commissioning and handover of the relevant devices and systems to you, as well as for the accuracy of the technical setup performed by the Partner.

MarkeDroid is not responsible for any acts or omissions of Partners or other third parties, unless expressly agreed otherwise in writing.

The specific responsibilities of you as a user are listed in section 7 of the Terms.

1.1 The content and aim of the Service is to monitor the devices connected to the Service and control these devices to the extent agreed in the accepted subscription offer. The content and aim of the Service depend on the Service package selected and the type of devices connected to the service, for example, monitoring and controlling energy production, storage, use, purchase and sale, operation of equipment, parameters, settings, etc. Unless expressly agreed otherwise, the Service does not include the installation, physical maintenance, repair or replacement of devices, the provision or maintenance of electricity or data connectivity, or any guarantee of specific savings, revenues or results.

1.2 MarkeDroid offers various Service packages and Service lines as part of the Service. The availability and content of such Service packages and Service lines are described in the relevant offer (“Offer”) confirmed by you on the MarkeDroid platform. The Service packages and Service lines may change from time to time and MarkeDroid does not guarantee the continued availability of any specific Service package or Service line.

1.3 The Service may only be used to the extent and purposes for which the Service is created for and for which similar services are usually used for.

1.4 MarkeDroid may automatically update its platform and change the Services at its sole discretion, including but not limited to when MarkeDroid wants to improve performance, enhance functionality, reflect changes to the operating system or address security issues. MarkeDroid may ask you to update the MarkeDroid platform for these reasons. If you choose not to install such updates or if you opt out of automatic updates (if possible) you may not be able to continue using the Services.

2.1 In order to use the Service

• the devices connected with the Service must be on the list of supported devices, as made available by MarkeDroid;
• the devices connected to the service must be connected to the functioning local network where the MarkeDroid device (“MarkeDroid Device”) is also connected. Responsibility for the data networking lies with you;
• the devices at the Service location must be connected and operate in the manner that is based on their vendor’s instructions and approved by MarkeDroid. Any deviation from such guidelines shall be at your own risk and responsibility and MarkeDroid shall not be liable for any consequences arising from such deviation;
• MarkeDroid Device must be connected to Internet; and
• you have an account on MarkeDroid platform.

2.2 It is your responsibility to connect devices connected to the Service to data network connection and the Internet. The Service cannot be used in territories and countries where MarkeDroid does not offer its services.

2.3 As and if made available, the MarkeDroid Device can be purchased from the Partner. In cases where the MarkeDroid Device was purchased by you from MarkeDroid, the MarkeDroid Device will be delivered after the invoice is settled. Shipping and delivery expenses will be added to the cost of the MarkeDroid Device.

3.1 In order to gain Access, you must choose the Service suitable package on the MarkeDroid platform and enter the payment details to the applicable payment service provider for the payment of the service fee (“Service Fee”), whereas the terms and conditions of the payment service provider are made available during the payment process.

3.2 Except if the parties have agreed otherwise, the subscription and payment of the Service Fee work as follows:

3.2.1 The subscription‑based Service becomes chargeable once the service location has been validated by MarkeDroid as technically operational and ready for use;

3.2.2 You are required to select an applicable subscription package via the MarkeDroid platform no later than 7 days from the date on which MarkeDroid confirms the service location as validated;

3.2.3 If you fail to select a subscription package or to pay the issued invoice within the applicable deadline, MarkeDroid has the right, without prejudice to any other rights or remedies, to suspend the control and optimisation functionalities of the Service until the subscription is duly selected and payment obligations are fulfilled;

3.2.4 The Service Fee is non-refundable, unless provided otherwise by imperative provisions of the applicable law, or if the Parties have agreed otherwise in writing.

3.2 The Service Fee depends on the service package used and the parameters of the devices connected to the Service, and the Service Fee is always calculated specifically per each service location. Subscription packages are generally offered on an annual basis, but may also be offered on a quarterly or monthly basis, as made available on the MarkeDroid platform. Agreeing to the Service Fee is a pre-condition of using the Service. The specific pricing, fee rates, billing periods and accounting principles shall be set out in the price list published on the MarkeDroid platform or the confirmed Offer – in case of any contradiction between the price list and the Offer, the confirmed Offer shall prevail. MarkeDroid reserves the right to change the Service Fee at any time, but will provide advance notice to you (in accordance with section 12 of the Terms) before any changes take effect. The new prices will apply only from the beginning of the next Service period, and the previously applicable prices will continue to apply for the remainder of the ongoing Service period.

3.3 Notwithstanding the above, MarkeDroid reserves the right to adjust and change the Service package and the Service Fee without advance notice if the technical parameters of your devices connected to the Service (including, but not limited to, battery capacity) change during the subscription period in a manner that affects the scope or cost of the Service. MarkeDroid shall inform you of such adjustment without undue delay.

3.4 The prices of the Services are provided in EUR. All fees are exclusive of taxes, which MarkeDroid will charge if applicable.

4.1 Where you use flexibility‑related services (“Flex Service”), the calculation, confirmation and settlement of Flex revenue are carried out on a periodic basis as made available on the MarkeDroid platform.

4.2 Flex revenue is generated, confirmed and displayed through the MarkeDroid platform. The confirmed Flex revenue may be subject to service fees, which are calculated and deducted in accordance with the selected Service package.

4.3 The payout and settlement logic of Flex revenue differs depending on whether you use the Service as a consumer or as a business customer and may include, without limitation, settlements via offsetting, purchase orders, invoices or payout requests submitted through the MarkeDroid platform.

4.4 The detailed timing, procedures and requirements for Flex revenue confirmation and payouts may vary from time to time and are communicated through the MarkeDroid platform or applicable guidelines. The descriptions set out in the platform and related documentation prevail over any illustrative timelines.

4.5 Flex Services under these Terms are currently offered only for service locations in Estonia, unless expressly stated otherwise.

5.1 Information about the principles and practices regarding processing of personal data can be found in MarkeDroid’s Privacy Policy.

5.2 MarkeDroid processes the Data that is captured, generated and/or processed by MarkeDroid while providing the Service. The Data that is processed using MarkeDroid’s algorithms or collected, grouped or recorded by MarkeDroid is referred to as Processed Data. Processed Data may have been generated in relation to your devices or other user’s devices. Processed Data as a database is the intellectual property of MarkeDroid and its use by users is governed by the Terms.

5.3 When providing the Services, MarkeDroid will have access to various Data concerning the performance of the Services, the performance of your devices, and your energy usage and patterns (“User Data”). User Data may include data, behaviour patterns or content in relation to: optimised devices usage; charge, discharge and state of charge information for an optimised device; customer usage; solar production; and resulting savings from your use of the Service. User Data is a subcategory of Processed Data. MarkeDroid will use the User Data in providing its services but also in developing its services, algorithms and sales. In case you are invited to use the Service by a third party (e.g. the Partner), then by using the invitation to sign up with an account you acknowledge that the Partner will also gain access to your User Data. The Partner typically will have access to your live data, results, 24 h plan and history. In case you wish to terminate this access for the Partner or amend the rights of the Partner, please contact MarkeDroid’s customer support. MarkeDroid may implement reasonable procedures for Partner changes to ensure data security and continuity of the Service. Disputes between you and a Partner shall not prevent MarkeDroid from administering access to the Service.

6.1 The Service cannot be used without the MarkeDroid Device. You are responsible for acquiring the MarkeDroid Device and any other hardware suitable for the use of the Service.

7.1 As a user of the Service, you are responsible for:

7.1.1 ensuring that the devices connected to Service are properly connected to the data network and are in working order;

7.1.2 ensuring that the use of the respective assets complies with all applicable user manuals and regulations governing electricity production and sale back to the grid;

7.1.3 ensuring that the devices connected to the Service are owned or lawfully used by you and comply with applicable technical and legal requirements; and

7.1.4 entering into and maintaining any necessary third‑party agreements (including grid, electricity supply or flexibility market agreements).

7.2 You are required to notify MarkeDroid without undue delay of any errors, malfunctions or issues affecting the functioning of the Service. Failure to notify MarkeDroid in a timely manner may limit MarkeDroid’s ability to investigate and remedy the issue and may be taken into account when assessing claims, Service and Service Fee adjustments or refunds.

7.3 You are obliged to immediately notify MarkeDroid of abuse of your account, the loss of your login credentials or their falling into possession of third parties. In the aforementioned case, MarkeDroid shall do anything reasonably expected in order to renew the login credential , limit the access to the account or delete the account.

7.4 It is prohibited to: access, or attempt to access, the Service by any means other than through the user interface provided by MarkeDroid; reverse engineer, decompile, disassemble or hack the Service or be involved in any type of attack against the Service or otherwise attempt to obstruct, disrupt or interfere with the operation of the Service, or use bot, spyware, virus, worms, any automated means or similar against the Service; use the Service for any other unlawful, prohibited, abnormal or unusual activity as determined by MarkeDroid in its sole discretion.

7.5 Subject to the applicable law and the Agreement (including the limitation of liability as provided in these Terms and otherwise within the Agreement), if the Service is not compliant with the Agreement, you have the right to use legal remedies provided by the applicable law.

7.6 If you are a consumer, you also have the right to turn to the Estonian Committee for Consumer Complaints formed at the Estonian Consumer Protection Board (Endla 10A, 10142 Tallinn, Estonia; https://komisjon.ee/et) to reach an out-of-court settlement. This committee solves contractual disputes between consumers and businesses which the parties were not able to resolve by negotiations. Moreover, you may turn to European Commission’s Online Dispute Resolution App (https://ec.europa.eu/).

8.1 MarkeDroid provides the Service as a digital monitoring and optimisation service. MarkeDroid does not install, maintain or operate the energy devices themselves, nor does it control the actions or services provided by third‑party installation or maintenance partners. Each party remains responsible for the obligations falling within its respective role.

8.2 You acknowledge that software, including the public internet, is inherently susceptible to vulnerabilities. MarkeDroid cannot control the privacy of communications or the security of data outside of its internal systems.

8.3 MarkeDroid does not guarantee that the offered Service is always available or reliable, completely secure, uninterrupted or free from errors as the Service provision depends on the data provided by third parties, the reliability of your energy-producing devices, the availability and reliability of the Internet connection, the performance and prices of electricity production and sale back to the grid, the regulation of various states or local governments or from other circumstances reasonably beyond MarkeDroid’s control.

8.4 MarkeDroid is not responsible for errors or problems resulting from the improper use of the MarkeDroid Device, connecting devices unsupported by MarkeDroid to the Service, improper use of connected devices, incompleteness or inaccuracy of data supplied by you or third parties, improper use of MarkeDroid products, failure of equipment or Internet connection, or any other circumstances beyond MarkeDroid’s technical control or that are not part of the Service.

8.5 MarkeDroid shall not be liable for any damages or losses resulting from the use of the Services unless the damage is caused intentionally or through gross negligence. In any case, MarkeDroid shall be liable when the damage is caused intentionally or through gross negligence only to the extent equal to the amount of Service Fees received from you during the last 6 months from the occurrence of the damage. MarkeDroid is only liable for direct damages and not for indirect, incidental, punitive, or consequential damages, or extra operating costs, or loss of profits, revenue, data or business opportunities.

8.6 MarkeDroid makes no representations or warranties about the suitability, reliability, availability, timeliness, security or accuracy of the Service. The Service is provided “as is” and “as available” basis without warranty of any kind, which includes that MarkeDroid does not warrant that the use of the Service shall be uninterrupted or error free nor is any warranty given as to up-time of the Service and the results that may be obtained from the use of the Service.

9.1 All intellectual property rights related to MarkeDroid’s Service, including but not limited to trademarks, patents, and copyrights, belong to MarkeDroid. You are prohibited from using MarkeDroid’s intellectual property without obtaining MarkeDroid’s prior written consent. The MarkeDroid software applications and the content are licensed, not sold or transferred, to you, under the Terms, and MarkeDroid and its licensors retain ownership of all the copies of the MarkeDroid software applications and content even after their use on your devices.

9.2 Provided that you fully comply with the Terms, MarkeDroid hereby grants to you a revocable, non-exclusive, non-transferable, non-sublicensable, worldwide license for the duration of the Agreement to use such intellectual property rights with the express purpose of using the Service. The fee for such license is included in the Service Fee.

9.3 By accepting these Terms you hereby grant to MarkeDroid a non-exclusive, transferable, sublicensable, irrevocable, worldwide license for the duration of the intellectual property rights provided under law to reproduce, make available, perform and display, translate, modify, create derivative works from, distribute, and otherwise use any User Data through any medium, whether alone or in combination with other Data or content, in any manner and by any means, method or technology, whether now known or hereafter created, in connection with the Service. The fee for such license is included in your right to use the Service during the Agreement. Where applicable and to the extent permitted under applicable law, you also agree to waive, and not to enforce, any “moral rights” or equivalent rights, such as your right to be identified as the author of any User Data, including feedback.

10.1 Your subscription to the Service will continue until the selected Service package period or until either you or MarkeDroid cancels the subscription.

10.2 You may cancel your Service subscription by notifying MarkeDroid at [email protected] and disconnecting the MarkeDroid Device. Upon cancellation of the subscription, the already paid Service Fee is non-refundable, unless provided otherwise by the Terms.

10.3 MarkeDroid reserves a right to suspend and/or terminate your Access and your right to use the Service at any time if you have infringed the Agreement or the applicable law in any way or if MarkeDroid investigates such infringement.

10.4 MarkeDroid reserves the right to terminate the Agreement at its reasonable discretion and without providing any reasons for its decision. In such cases, MarkeDroid will give you 30 days’ notice by email, telephone, SMS or any other reasonable means of communication prior to the termination.

10.5 Without affecting any other right or remedy available to it, MarkeDroid may terminate the Agreement with immediate effect by giving a notice to you (to the contact details described in section 10.4) if: (i) you commit a material breach of the Agreement; or (ii) you commit any breach of the Agreement and you fail to remedy that breach within a period of 14 days after being notified to do so. A material breach of the Agreement by you includes any infringement per applicable law if MarkeDroid cannot reasonably be expected to continue performing the Agreement taking into account all the circumstances and the mutual interests of the parties.

10.6 Upon termination of the Agreement, your right to use the Service ceases. Any provision of the Agreement that by their nature should survive termination (including those relating to intellectual property, disclaimers, limitations of liability, governing law and choice of courts) shall continue to apply after termination.

11.1 These Terms and your use of MarkeDroid’s Service are governed by and interpreted in accordance with the laws of Estonia. Any disputes arising from these or in relation to these Terms or the use of MarkeDroid’s Service shall be exclusively subject to the jurisdiction of the Harju County Court.

12.1 MarkeDroid retains the right to modify these Terms at any time unilaterally at MarkeDroid’s sole discretion. A notice of at least 30 days will be provided to you in advance regarding any changes made. By continuing to use the Service after the revised Terms have been published and you have been informed of these 30 days in advance, you are consenting to the changes and the revised Terms. If you do not agree with the amendments, you have the right to cancel the Agreement within these 30 days by notifying MarkeDroid via the contact details provided at the end of the Terms.

13.1 You agree to indemnify MarkeDroid against any action, liability, cost, claim, loss or damage arising from your use or violation of the Agreement.

13.2 MarkeDroid has a right to assign and/or transfer its rights and obligations under the Agreement, in whole or in part, to any third party without your express consent on condition that such assignment or transfer shall not affect your obligations under the Agreement. MarkeDroid shall notify you of any such assignment and/or transfer within a reasonable time thereafter.

13.3 If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If that modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this section shall not affect the validity and enforceability of the rest of the Agreement.