Last Revised: February 24, 2026
INTRODUCTION
eSmart Systems (“eSmart Systems”, “we”, “our”, or “us”) provides software tools and related services for the digitalization and intelligent asset management of critical energy infrastructure via its proprietary online platform and related tools (the “Platform”). The Platform and the services which eSmart Systems provides to you in connection with the Platform are referred to as the “Services”.
These Terms of Use (these “Terms”) establish the terms pursuant to which eSmart Systems is willing to provide you with access to the Platform. If you are agreeing to these Terms on behalf of a third party entity, you represent and warrant that you have sufficient right to bind such third party to these Terms, in which case, all references to “you” in these Terms shall be references to such third party. If you have entered into a separate agreement with eSmart Systems for the Services, or have been granted access to the Services in connection with an agreement between eSmart Systems and one of its channel partners (each, a “Services Agreement”), your use of the Platform and Services is, at all times, subject to the terms and conditions of the Services Agreement. Nothing in these Terms modifies eSmart Systems rights or obligations under the Services Agreement.
If you are accessing the Services in connection with a Services Agreement, then “eSmart Systems” refers to the eSmart Systems entity that is the contracting party under the Services Agreement. Otherwise, “eSmart Systems” refers to: (a) eSmart Systems US Inc., a corporation organized under the laws of Delaware, USA if you reside or are headquartered in North America, or (b) eSmart Systems AS, a limited company organized under the laws of Norway, if you reside or are headquartered anywhere else in the world.
BY REGISTERING FOR THE SITE OR SERVICE, OR BY OTHERWISE ACCESSING THE SITE OR USING ANY OF THE SERVICES YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS YOU MAY NOT ACCESS OR USE THE SERVICES. THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
1. Services.
1.1 Accounts and Registration. You may access and use certain features of the Services through an eSmart Systems user account (your “Account”). The Services may permit authentication through one or more third party identity providers (“IdPs”), including enterprise single sign on (“SSO”) solutions. Where SSO is enabled for your organization, authentication to the Services is delegated to the IdP selected and controlled by you, and eSmart Systems may rely on the identity assertions and attributes provided by your IdP (including name, email address, and unique identifiers) to authenticate users, provision or update Accounts, authorize access to the Services, and maintain audit logs. You are solely responsible for any activities or actions taken under your Account, whether or not you have authorized such activities or actions. You agree that the information that you provide to eSmart Systems about yourself or that is transmitted to eSmart Systems through your IdP upon registration or authentication of your Account, and at all other times, (“Registration Information”) will be true, accurate, current and complete, and you further agree that you will maintain and promptly update the Registration Information to ensure that it remains true, accurate, current and complete. You may not impersonate any other person or use credentials that you are not authorized to use. If you become aware of any unauthorized access to or use of the Services (including any compromise of your IdP, SSO configuration, authentication tokens, or associated credentials), you agree to notify eSmart Systems immediately at support@esmartsystems.com. eSmart Systems is not responsible for the operation of your IdP, nor for any authentication failures, security incidents, misconfigurations, access delays, or downtime caused by your IdP.
1.2 Platform License. You are permitted to access and use the Services made available to you solely as permitted by eSmart Systems and strictly in accordance with the Services Agreement, if applicable. This license is exclusive to you and you may not sublicense the use of the Services. Unless otherwise provided in a Services Agreement, use of the Services may be subject to usage limits and rate restrictions as specified by eSmart Systems from time to time. If your usage exceeds these limits, eSmart Systems reserves the right to restrict, throttle, or deny access to the Services, without liability for any losses or damages resulting from such restriction
1.3 Limitations. You expressly agree that you are solely responsible for any and all acts and omissions that occur through your use of the Platform, and you agree not to engage in any unacceptable uses of the Services, which include, without limitation, use of the Services to: (a) register an Account or otherwise access or use the Services if you have not acknowledged reading and agreed to abide by these Terms; (b) interfere, disrupt or attempt to gain unauthorized access to other accounts for the Services or any other computer network; (c) adapt, modify or reverse engineer any portion of the Services; (d) use any spider, robot, retrieval application, or any other device to retrieve any portion of the Services; (e) disseminate, store or transmit viruses, worms, Trojan horses or other malicious code or program; (f) encourage conduct that would constitute a criminal or civil offense; (g) violate any applicable federal, state, local or international law or regulation; (h) access the Services in order to build a similar or competitive service; or (i) engage in any other activity deemed by eSmart Systems to be in conflict with the spirit of these Terms. You agree that you (and not eSmart Systems) are responsible for ensuring that you comply with any applicable laws when you use the Services.
2. Pricing and Payment. Certain features of the Services may now, or in the future, be provided for a fee. Any such fee will be posted with the Services and are subject to change from time to time. Unless otherwise specified in a Services Agreement, payment for the Services must be made in advance. You may be required to provide a valid credit or other payment method accepted by eSmart Systems as a condition to signing up for or using the Services. By providing such payment information, you authorize eSmart Systems to charge all applicable fees for the Services, including any applicable taxes, to the payment method provided in accordance with the billing procedures disclosed on the Platform. eSmart Systems is not responsible for any charges or expenses (such as for overdrawn accounts, exceeding credit card limits, or similar charges) resulting from charges billed by eSmart Systems. If you believe you have been billed in error, you must notify eSmart Systems in writing within thirty (30) days of the date of the charge. If you do not notify eSmart Systems in writing within such period, you waive any right to dispute such charges. All payments must be made in U.S. dollars, unless otherwise specified on the Platform. You are responsible for all taxes, levies, duties, or similar governmental assessments of any nature associated with your purchase of the Services, other than U.S. federal or state taxes based solely on eSmart Systems’ income.
3. Suspension and Termination. eSmart Systems reserves the right to suspend or terminate your Account and your access to and use of the Services, at any time, without notice. eSmart Systems reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that eSmart Systems shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.
4. Data.
4.1 Data Definitions
- (a) “Customer Data” means information, images, data, and other content, in any form or medium, that is provided to eSmart Systems in connection with your use of the Platform or Services.
- (b) “Generated Data” means any data, content, or other information that is created, generated, or otherwise obtained by eSmart Systems through the operation and use of the Platform and the Services that does not identify you or any person or company, but excluding Customer Data. eSmart Systems may analyze Customer Data to create Generated Data.
4.2 Data Rights. All rights in and to data provided, generated, or made available in connection with the Services shall be as set forth in an applicable Services Agreement. In the absence of a Services Agreement, you acknowledge and agree as follows:
- (a) as between you and eSmart Systems, you retain all right, title, and interest in and to Customer Data. You grant eSmart Systems a limited, non-exclusive, license to use Customer Data to perform the Services and to exercise eSmart Systems’ rights. You represent and warrant that you have all rights necessary to (i) use the Customer Data in connection with the Services, (ii) provide Customer Data to eSmart Systems and (ii) grant the foregoing license.
- (b) eSmart Systems retains all right, title, and interest in and to Generated Data and may use each for any lawful purpose, including to provide, maintain, improve, and market the Platform and Services, and for benchmarking and analytics.
5. Ownership and Intellectual Property.
5.1 Reservation of Rights. Neither you nor eSmart Systems assigns, licenses, or transfers rights in any intellectual property except as expressly stated in these Terms.
5.2 eSmart Systems Ownership in the Services. You acknowledge that all intellectual property rights, including without limitation copyrights, patents, trademarks, and trade secrets, in the Services and the Platform and any component thereof (other than Customer Data) are owned by eSmart Systems and its licensors. Your access to or use of the Services does not transfer to you or any third party any rights, title, or interest in or to such intellectual property rights. eSmart Systems, its affiliates, licensors, and suppliers reserve all rights not granted in these Terms.
5.3 Feedback. You may provide eSmart Systems with input, comments, or suggestions regarding the Services (collectively “Feedback”). In such event, you hereby grant to eSmart Systems a non-exclusive, perpetual, worldwide, royalty-free license to use such Feedback in connection with improvements to, or delivery of, the Services. eSmart Systems has no obligation to make use of any Feedback.
6. Disclaimers of Warranty.
6.1 THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OF ANY KIND. ESMART SYSTEMS EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION GIVEN BY ESMART SYSTEMS, ITS EMPLOYEES OR AFFILIATES SHALL CREATE A WARRANTY.
6.2 ESMART SYSTEMS MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, THAT THE SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THAT THE SERVICES WILL BE AVAILABLE, OR THAT DATA WILL BE SECURE FROM UNAUTHORIZED ACCESS.
6.3 THE SERVICES ARE DESIGNED SOLELY TO ASSIST IN IDENTIFYING POTENTIAL DEFECTS AND FAILURES IN EQUIPMENT AND PHYSICAL SYSTEMS (“SYSTEMS“). THE SERVICES ARE NOT INTENDED TO REPLACE OR ELIMINATE PROFESSIONAL INSPECTION, AND ESMART SYSTEMS DOES NOT AND CANNOT IDENTIFY ALL POTENTIAL DEFECTS OR FAILURES IN SYSTEMS. YOU ARE SOLELY RESPONSIBLE FOR ANY ACTIONS YOU TAKE OR FAIL TO TAKE WITH RESPECT TO SYSTEMS.
6.4 THE SERVICES MAY UTILIZE ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING ALGORITHMS TO ANALYZE IMAGERY AND GENERATE SUGGESTIONS REGARDING POTENTIAL DEFECTS, COMPONENT IDENTIFICATION, AND OTHER INSIGHTS. YOU ACKNOWLEDGE AND AGREE THAT: (A) ANY SUCH SUGGESTIONS ARE ASSISTIVE TOOLS ONLY AND REQUIRE YOUR HUMAN REVIEW, VERIFICATION, AND APPROVAL BEFORE YOU RELY UPON THEM; (B) ESMART SYSTEMS MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, DETECTION RATES, OR RELIABILITY OF SUCH SUGGESTIONS; (C) ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING TECHNOLOGIES ARE CONTINUOUSLY EVOLVING AND THE PERFORMANCE OF SUCH SUGGESTIONS MAY CHANGE AS ALGORITHMS ARE UPDATED OR RETRAINED; AND (D) YOU REMAIN SOLELY RESPONSIBLE FOR ALL DECISIONS REGARDING SYSTEMS, WHETHER OR NOT INFORMED BY SUCH SUGGESTIONS.
7. Limitation of Liability
7.1 YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL ESMART SYSTEMS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, IN CONNECTION WITH THESE TERMS.
7.2 IF YOU ARE DISSATISFIED WITH THE SERVICES OR WITH ANY OF THESE TERMS, OR FEEL ESMART SYSTEMS HAS BREACHED THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES. ESMART SYSTEM’S LIABILITY FOR ANY FAILURE IN CONNECTION WITH THE SERVICES SHALL BE SOLELY BETWEEN ESMART AND ITS CUSTOMER OR CHANNEL PARTNER IN ACCORDANCE WITH THE APPLICABLE SERVICES AGREEMENT.
7.3 SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL, CONSEQUENTIAL OR OTHER TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. NOTHING IN THESE TERMS AND IN PARTICULAR WITHIN THIS “LIMITATION OF LIABILITY” CLAUSE SHALL ATTEMPT TO EXCLUDE LIABILITY THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
8. General.
8.1 Modification. eSmart Systems may modify these Terms at any time. Modifications become effective immediately upon your first access to or use of the Platforms or Services after the “Last Revised” date at the top of these Terms. Your continued access to or use of the Platforms or Services after the modifications have become effective will be deemed your conclusive acceptance of the modified Terms. If you do not agree with the modifications, do not access or use the Platforms or Services.
8.2 Applicable Law and Dispute Resolution.
- (a) If these Terms are between you and eSmart Systems AS, then these Terms shall be governed by the laws of Norway without giving effect to any conflict of laws principles that may require the application of the law of another jurisdiction, and any dispute or litigation arising in connection with these Terms shall be submitted, to the exclusive jurisdiction of the Oslo Tingrett / City Court.
- (b) If these Terms are between you and eSmart Systems US Inc., then these Terms shall be governed by the laws of the State of Colorado without giving effect to any conflict of laws principles that may require the application of the law of another jurisdiction, and any dispute or litigation arising in connection with these Terms shall be submitted, to the exclusive jurisdiction of the state and federal courts in Denver, Colorado, USA.
8.3 Independent Contractors. No joint venture, partnership, employment, or agency relationship exists between you and eSmart Systems as a result of these Terms or use of the Services.
8.4 Waiver. The failure of eSmart Systems to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by eSmart Systems in writing.
8.5 Construction. The headings of Sections of these Terms are for convenience and are not to be used in interpretation.
8.6 Survivability. All provisions of these Terms that by their nature are intended to survive termination or expiration of these Terms shall survive such termination or expiration.
8.7 Entire Agreement. These Terms and any Services Agreement constitute the entire agreement between you and eSmart Systems with respect to the Services, superseding any prior agreements between you and eSmart Systems. The failure of eSmart Systems to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you and eSmart Systems nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms shall remain in full force and effect.