Terms & Conditions

Terms of Use

This document (“Terms of Use”) contains the terms and conditions that govern your access to and use of the Service Offerings (as defined below) on the Schneider Electric Exchange (defined below as SE EXCHANGE PLATFORM) and is an agreement between Schneider Electric Digital, Inc., a company incorporated in the state of Delaware, United States, with principal place of business at One Boston Place, Suite 2700, Boston, MA 02108 (“SE,” “we,” “us,” or “our”), and you, a corporation, company or other legal person that creates an account with on the SE EXCHANGE PLATFORM (“User”, “you” or “your”).

These Terms of Use take effect and form an agreement between SE and you (“the Agreement”) when you click any “I Accept” or similar button or check box presented with these Terms of Use, if earlier, when you use any of the Service Offerings (the “Effective Date”).

You represent to us that you are a professional acting in your ordinary course of business.

Please see Section 14 for definitions of certain capitalized terms used in these Terms of Use.

1. Use of the Service Offerings.

1.1 Generally. You may access and use the Service Offerings in accordance with these Terms of Use. By agreeing to these Terms of Use as well as by accessing or using the Service Offerings, you expressly acknowledge and agree to the Service Terms that are incorporated herein by reference and attached hereto in Schedule 1. You will comply with these Terms of Use and all SE rules and regulations applicable to your use of the Service Offerings.

1.2 Your Account. To access and use the SE EXCHANGE PLATFORM and the Service Offerings available thereon, you must have an Account associated with a valid email address and, as applicable, a valid form of payment. To access and use the Community as part of the Service Offering, you must have a business role specifying for instance if you are a so-called “certified eco- expert” also referred to as “EcoXpertTM” of SE. With regard to your business role qualification, SE shall determine the areas of the Community you will have access to. Unless otherwise explicitly permitted by the Service Terms, you will only create one Account per email address.

The creation of Your Account does not automatically allow you to access and use the SE EXCHANGE PLATFORM. Within a reasonable delay after the creation of Your Account, SE may proceed to the fullest extent permitted by applicable law with verifications.

Once SE has proceeded with said verifications and has electronically confirmed you can access and use the SE EXCHANGE PLATFORM, you may proceed with access to and use of the SE EXCHANGE PLATFORM.

1.3 Third-Party Content. Third-Party Content may be used by you at your election. Third-Party Content is governed by these Terms of Use and, if applicable, separate terms and conditions accompanying such Third-Party Content, which terms and conditions may include separate fees and charges.

2. Changes.

We may change or discontinue any or all the Service Offerings or change, add or remove functionality of any or all the Service Offerings from time to time. We will notify you of any material change to or discontinuation of the Service Offerings.

From time to time, we may apply upgrades, patches, bug fixes or other maintenance to the Service Offerings (“Maintenance”). We agree to use reasonable efforts to provide you with prior notice of any scheduled maintenance (except for emergency maintenance) and you agree to use reasonable efforts to comply with any maintenance requirements notified to you.

3. Data Privacy.

You are advised to check the privacy notices and privacy policies made available to you on the SE EXCHANGE PLATFORM.

4. Your Responsibilities.

4.1 Your Account.

Upon your first use of the Community, you will be required to choose a Community User name and given the option of assigning a profile picture to Your Account. If you choose not to assign a profile picture to Your Account, one will be automatically generated by SE EXCHANGE PLATFORM for you and you may change it at a later time if you elect to do so. You are responsible for your choice of your Community User name and profile picture, SE however reserves the right to delete or disable Community Users Account at any time SE would identify that it is inappropriate with respect to these Terms and Conditions for Collaborate; in such case, you will be requested to choose another Community User name and profile picture to reinstate and pursue your access to and use of the Service Offering. You may choose to customize under your own responsibility your Community User profile to include other Personal Information that will be made visible to the other Community Users, such as contact details and skillsets.

You are responsible for all activities that occur under your Account and/or under your Community User name or profile picture, regardless of whether the activities are authorized or undertaken by you, your employees or a third party such as your contractors or agents acting on your behalf, and we and our Affiliates are not responsible for unauthorized access to your Account and/or unauthorized use of your Account Information including your Community User name or profile picture.

You are responsible for the confidentiality of your Account Information including your Community User name or profile picture and to manage access to your Account. You undertake to inform SE if there is any suspicion that your Account and Account Information including your Community User name or profile picture have been used by any unauthorized person.

You are responsible to update your Account Information upon any change to such information.

You have the obligation to use the SE EXCHANGE PLATFORM and the Service Offering in conformity with the acceptable use policy of SE defined in these Terms of Use and all laws and regulations applicable to you in relation thereto.

While not obligated to perform investigations, SE may investigate violations of these Terms of Use including the Service Terms or misuse of the SE EXCHANGE PLATFORM and cooperate with appropriate law enforcement authorities with respect to security threats, fraud, or other illegal, malicious, or inappropriate activity by you or any third-party through access to and/or use of the EXCHANGE PLATFORM.

SE is entitled, at any time and without notice or liability to you, to terminate your access to and use of the SE EXCHANGE PLATFORM by closing or disabling access to your Account, for any legitimate reason, including, without limitation, if (i) you use false data for the purpose of creating your Account; or (ii) you breach these Terms of Use including the Service Terms or any SE policies associated hereto or incorporated herein; or (iii) you neglect your duty of care created by these Terms of Use with regard to your Account Information; or (iv) you violate any applicable laws or regulations in the access to or use of the EXCHANGE PLATFORM. Termination by SE of your access to and use of the SE EXCHANGE PLATFORM shall not waive or affect any other right or remedies to which SE may be entitled at law or, if applicable, in equity, with respect to any of the foregoing events.

Termination by SE of your access to and use of the SE EXCHANGE PLATFORM does not affect any rights or remedies which, before said termination, may have accrued to you or SE under these Terms of Use, at law or, if applicable, in equity.

4.2 Your Content and use of Community.

You will ensure that Your Content and your use of Your Content or the Service Offerings will not violate any of the Policies or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Your Content.

The thoughts and opinions expressed on the Community are the thoughts and opinions of the Community Users and not those of SE or its Affiliates. SE and its Affiliates do not endorse or support any posted thoughts or opinions or guarantee the accuracy of any of the information or facts appearing on the Community. No moderation is provided on the Community under the Service Offering. You acknowledge and agree that you are solely responsible for (a) the development, the content, the suitability, installation, configuration, uploading, downloading, use, operation, maintenance, communication, accuracy and legality of Your Content, and that SE does not monitor, install, configure, download, review, moderate, authorize, edit or alter Your Content; and (b) the development, the content, back-up of Your Content and any other data or files, unless otherwise expressly agreed by SE.

You will provide information or other materials related to Your Content as reasonably requested by us to verify your compliance with these Terms of Use. You will reasonably cooperate with us to identify the source of any problem with the SE EXCHANGE PLATFORM or the Service Offerings that we reasonably believe may be attributable to Your Content.

If we reasonably believe any of Your Content violates the law, infringes or misappropriates the rights of any third party or otherwise violates these Terms of Use such as but not limited to Section 6 hereof or the Service Terms (“Prohibited Content”), we will notify you of the Prohibited Content and may request that such content be removed from the SE EXCHANGE PLATFORM and the Service Offerings or the access to it be disabled. If you do not remove or disable access to the Prohibited Content within the number of days notified in our notice, we may remove or disable access to the Prohibited Content or suspend the related Service Offerings to the extent we are not able to remove or disable access to the Prohibited Content. Notwithstanding the foregoing, we may remove or disable access to any Prohibited Content without prior notice in connection with illegal content, where the content may disrupt or threaten the SE EXCHANGE PLATFORM or the Service Offerings or as required to comply with law or any judicial, regulatory or other governmental order or request.

4.3 Your Security and Backup. You are responsible for properly configuring and using the Service Offerings and otherwise taking appropriate action to secure, protect and backup your Account Information and Your Content in a manner that will provide appropriate security and protection, which might include use of encryption to protect Your Content from unauthorized access and routinely archiving Your Content. Your credentials (which may include username, passwords, tokens, certificates, keys, and pins) issued by us or selected by you for accessing the SE Exchange Site, the SE EXCHANGE PLATFORM or the Service Offerings are for your internal use only and you may not sell, transfer, or sublicense them to any other entity or person, except that you may disclose your credentials to your employees, agents and subcontractors performing work on your behalf. You are responsible for any use of your credentials and for notifying us immediately of any breach of security related to your credentials.

4.4 Documentation. You must comply with the current Documentation applicable to the Service Offerings as posted by us and updated by us from time to time on the SE EXCHANGE PLATFORM.

4.5 In case the Service Offerings enable you to link to, transmit Content to, indicate the web address of or otherwise access to, your own websites or third parties’ websites or Third-Party Content, products, services or information accessible from or provided through your own websites or third parties’ websites, you shall bear all risks associated with access to and use of your own websites or such third parties’ websites and such Third-Party Content, products, services and information. SE does not control and is not responsible for your own websites or such third parties’ websites or any such Third-Party Content, products, services and information. Any access or use, through your access to the SE EXCHANGE PLATFORM and/or your use of the Service Offerings, to your own websites or third parties’ websites or any use of Third-Party Content, products, services or information accessible from or provided through your own websites or third parties’ websites, shall be subject to said your or third-parties’ own terms of use or other legal document governing the use of your own websites or third parties’ websites and, as the case may be, any Third-Party Content, products, services or information accessible from or provided through such websites.

4.6. Disputes with other Community Users. Should any dispute arise between You and any other Community User arising out or in connection with your use of and/or your activity on the Community or such other User’s use of and/or activity on the Community, you hereby acknowledge and agree that you shall have to approach said other Community User directly in order to attempt to resolve the dispute and SE shall not bear any obligation to take part or otherwise intervene in such dispute and shall not bear any warranty, liability or indemnification obligation to you or such other Community User in relation to such dispute.

5. Fees.

Access to the SE EXCHANGE PLATFORM to use the Service Offerings defined under these Terms of Use is free of charge or any other fee payable to SE, and SE reserves the right to decide that access to the SE EXCHANGE PLATFORM will be made against payment by users of a fee or other consideration which SE may decide at any time and will notify to all users by posting the information on the SE EXCHANGE PLATFORM or otherwise.

6. Acceptable Use.

6.1. You may not use, or encourage, promote, facilitate or instruct others to use, the SE EXCHANGE PLATFORM or the Service Offerings for any illegal, harmful, fraudulent, infringing or offensive use, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, fraudulent, infringing or offensive. Prohibited activities or content include:

Illegal, Harmful or Fraudulent Activities. Any activities that are illegal, that violate the rights of others, or that may be harmful to others, our operations or reputation, including disseminating, offering or promoting fraudulent goods, services, schemes, or promotions, make-money-fast schemes, ponzi and pyramid schemes, phishing, or pharming.
Infringing Content. Content that infringes or misappropriates the Intellectual Property Rights or proprietary rights of any other users or third-parties.
Offensive Content. Content that is defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable, including but not limited to content that constitutes child pornography or depicts sex acts.
Harmful Content. Content or other computer technology including viruses, spyware, Trojan horses, worms, time bombs, or cancelbots or other malware or harmful code, that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, or data, or cause injury to any person or damage to any property.

6.2. You may not use the SE EXCHANGE PLATFORM or the Service Offerings to violate the security or integrity of any network, computer or communications system, software application, or network or computing device (each, a “System”). Prohibited activities include:

Unauthorized access. Accessing or using any System without permission, including attempting to probe, scan, or test the vulnerability of a System or to breach any security or authentication measures used by a System.
Interception. Monitoring of data or traffic on a System without permission.
Falsification of origin. Forging TCP-IP packet headers, e-mail headers, or any part of a message describing its origin or route. The legitimate use of aliases and anonymous remailers is not prohibited by this provision.

6.3. You may not make network connections to any users, hosts or networks unless you have permission to communicate with them. Prohibited activities include:

monitoring or crawling. Monitoring or crawling of a System that impairs or disrupts the System being monitored or crawled;
denial of service. Inundating a target with communications requests so the target either cannot respond to legitimate traffic or responds so slowly that it becomes ineffective;
intentional interference. Interfering with the proper functioning of any System, including any deliberate attempt to overload a system by mail bombing, news bombing, broadcast attacks, or flooding techniques;
operation of certain network services. Operating network services like open proxies, open mail relays, or open recursive domain name servers;
avoiding system restrictions. Using manual or electronic means to avoid any use limitations placed on a System, such as access and storage restrictions.

6.4. You will not distribute, publish, send, or facilitate the sending of unsolicited mass e-mail or other messages, promotions, advertising, or solicitations (like “spam”), including commercial advertising and informational announcements. You will not alter or obscure mail headers or assume a sender’s identity without the sender’s explicit permission. You will not collect replies to messages sent from another internet service provider if those messages violate this Section 6 or the acceptable use policy of that provider.

6.5. We reserve the right, but do not assume the obligation, to investigate any violation of this Section 6 or misuse of the SE EXCHANGE PLATFORM or the Service Offerings. We may:

investigate violations of this Section 6 or misuse of the SE EXCHANGE PLATFORM or the Service Offerings; or
remove, disable access to, or modify any Content or resource that violates this Section 6 and/or terminate the Agreement and, as applicable, any other agreement we have with you for use of the SE EXCHANGE PLATFORM or the Service Offerings.

We may report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Our reporting may include disclosing appropriate customer information. We also may cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of this Section 6.

7. Term – Suspension - Termination.

7.1 Term. The term of the Agreement will commence on the Effective Date and will remain in effect until terminated under Section 7.3. Any notice of termination of the Agreement by SE to You or by You to SE must include a Termination Date that complies with the notice periods in Section 7.3.

7.2 Suspension

7.2.1 Generally. We may suspend your right to access or use any portion or all the Service Offerings immediately upon notice to you if we determine:

(a) your use of the Service Offerings (i) poses a security risk to the Service Offerings or any third party, (ii) could adversely impact our systems, the Service Offerings or the systems or Content of any other SE’s customer or partner, (iii) could subject us, our Affiliates, or any third party to liability, or (iv) could be fraudulent;

(b) you are in breach of these Terms of Use, including but not limited to if you are in breach of your payment obligations (if any) under Section 5; or

(c) you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding; or

(d) our provision of a Service Offering is rendered impossible or impractical as a result of any requirement of any law or judicial order.

7.2.2 Effect of Suspension. If we suspend your right to access or use any portion or all the Service Offerings:

(a) you remain responsible for all fees and charges you incur during the period of suspension and for use of any Service Offerings not suspended; and

(b) we may suspend or cancel any processing of Your Content;

(c) we will not erase any of Your Content as a result of your suspension, except as specified elsewhere in these Terms of Use; and

(d) you may retrieve Your Content from the Service Offerings during any suspension only if you have paid any charges for any post-suspension use of the Service Offerings and all other amounts due.

Our right to suspend your right to access or use the Service Offerings is in addition to our right to terminate the Agreement pursuant to Section 7.3.

7.3 Termination.

(a) Termination without cause. You may terminate any subscription to a Service Offering for any reason by: (i) providing us with a sixty (60) calendar days’ prior written notice, or (ii) closing your account for the Service Offerings for which we provide an account closing mechanism. For all other Service Offerings, you may terminate in accordance with the applicable Service Terms. We may terminate any Service Offerings without any reason by providing you with a sixty (60) calendar days’ prior written notice, unless otherwise stated in the applicable Service Terms. The Agreement will terminate if all Service Offerings have been terminated and your Account has been closed.

(b) Termination for cause.

(i) By Either Party. Either party may terminate the Agreement for cause upon thirty (30) calendar days’ prior notice to the other party if there is any material default or breach of these Terms of Use by the other party, unless the defaulting party has cured the material default or breach within the 30-day notice period.

(ii) By Us. We may also terminate the Agreement immediately upon notice to you (a) if our relationship with a third party partner who provides software or other technology we use to provide the Service Offerings expires, terminates, or requires us to change the way we provide the software or other technology as part of the Service Offerings, (b) if we believe providing the Service Offerings could create a substantial economic or technical burden or material legal or security risk for us, (c) in order to comply with the law or requests of governmental entities, or (d) if we determine that the use of the Service Offerings by you or our provision of any of the Service Offerings to you is impractical, prohibited, or unfeasible for any legal or regulatory reason.

(c) Effect of Termination. Upon the Termination Date:

(i) except as prohibited under applicable law, all your rights under these Terms of Use immediately terminate;

(ii) you remain responsible for all fees and charges you have incurred through the Termination Date

(iii) you will immediately cease any use of the Service Offerings and return or, if instructed by us, destroy all SE Content in your possession; and

(iv) Sections 4.2, 7.3 (c), 8 (except the license granted to you in Section 8.3), 9, 10, 11, 13 and 14 of these Terms of Use will survive termination and continue to apply in accordance with their provisions.

8. Proprietary Rights.

8.1 Your Content. As between you and SE, you own all right, title, and interest in and to Your Content. Except as provided in this Section 8, SE and its Affiliates obtain no rights under these Terms of Use from you or your licensors to Your Content, including any related Intellectual Property Rights. You consent to our use of Your Content to provide the Service Offerings to you. We may disclose Your Content to provide the Service Offerings to you or to comply with any request of a governmental or regulatory body (including subpoenas or court orders). You grant SE and its affiliates an unrestricted, nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, copy, reproduce, distribute and display Your Content for the purposes of providing the Service Offering and any associated services to you. You further grant SE and its affiliates the right to use your Community User name or profile picture for the purposes of providing the Service Offering and any associated services to you (including, by way of example, displaying your Community User name on your posts or replies on the Community).

8.2 Adequate Rights. You represent and warrant to us that: (a) you or your licensors own all right, title, and interest in and to Your Content and Suggestions; (b) you have all rights in Your Content and Suggestions necessary to grant the rights contemplated by these Terms of Use; and (c) none of Your Content or Your use of Your Content or the Service Offerings will violate Section 6 of these Terms of Use.

8.3 Service Offerings License. SE, its Affiliates or our licensors own all right, title, and interest in and to the SE EXCHANGE PLATFORM, the Service Offerings, and all related technology and Intellectual Property Rights. Subject to the terms of these Terms of Use, we grant you a limited, revocable, non-exclusive, non-sub licensable, non-transferrable license to do the following: (a) access and use the SE EXCHANGE PLATFORM and the Service Offerings solely in accordance with these Terms of Use; and (b) use the SE Content solely in connection with your permitted use of the SE EXCHANGE PLATFORM and the Service Offerings as further defined in the Service Terms. Except as provided in this Section 8.4, you obtain no rights under these Terms of Use from us, our affiliates or our licensors to the Service Offerings, including any related Intellectual Property Rights. Some SE Content and Third-Party Content may be provided to you under a separate license. In the event of a conflict between these Terms of Use and any separate license, the separate license will prevail with respect to the SE Content or Third-Party Content that is the subject of such separate license.

8.4 Use Restrictions. You will not use the Service Offerings in any manner or for any purpose other than as expressly permitted by these Terms of Use. You will not, or will not attempt to (a) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any Content included in the Service Offerings (except to the extent Content included in the Service Offerings is provided to you under a separate license that expressly permits the creation of derivative works), (b) reverse engineer, disassemble, or decompile the Service Offerings or apply any other process or procedure to derive the source code of any software included in the Service Offerings (except to the extent applicable law doesn’t allow this restriction), (c) access or use the Service Offerings in a way intended to avoid incurring fees or exceeding usage limits or quotas, or (d) resell or sublicense the Service Offerings or make the Service Offerings available as a commercial product or service.

All rights granted to you in the Agreement are conditioned on your continued compliance the Agreement, and will immediately and automatically terminate if you do not comply with any term or condition of these Terms of Use.

8.5 Suggestions. If you provide any Suggestions to us or our Affiliates, you hereby irrevocably assign to us all right, title, and interest in and to the Suggestions and we and our Affiliates will be entitled and free to exercise all rights in the Suggestions without restriction and without compensating you; you agree to provide us any assistance we require to document, perfect, and maintain our rights in the Suggestions.

8.6 All trademarks, service marks, service or trade names, logos, and other designations of SE and its Affiliates, on SE Exchange Site, the SE EXCHANGE PLATFORM, the Service Offerings, the SE Content and any and all hardware, software and other items used by SE to provide the Service Offerings, are registered trademarks, service marks, service or trade names of SE and/or its Affiliates or its licensors, or are otherwise protected under any applicable Intellectual Property Rights, and may not be copied, imitated, or used, in whole or in part, without SE 's prior written permission. The same shall apply to all page headers, custom graphics, button icons and scripts displayed or otherwise available on SE Exchange Site, the SE EXCHANGE PLATFORM, the Service Offerings, the SE Content and/or any and all hardware, software and other items used by SE to provide the Service Offerings. No transfer or grant of rights under any such trademark, page headers, custom graphics, button icons and scripts or any related Intellectual Property Rights is made or implied by any provision of these Terms of Use, your access to SE Exchange Site or Your use of the SE EXCHANGE PLATFORM, the Service Offerings or the SE Content and any and all hardware, software and other items used by SE to provide the Service Offerings.

9. Indemnification.

9.1. We shall, at our expense, defend or, at our option, settle any claim brought against you that the Service Offerings or the SE Content infringe any third party’s patent, copyright, trademark, trade secret or other Intellectual Property Rights, and pay any final judgments awarded by a court of competent jurisdiction or settlements entered into by us on your behalf. As a condition of our obligation, you must notify us promptly of any claim in writing, give us sole control and authority over the defense or settlement of such claim, and reasonably cooperate with us, at our expense, and provide us with available information in the investigation and defense of such claim. If any Service Offering or any SE Content becomes, or in our opinion is likely to become, the subject of a claim of infringement, we may, at our option, (i) procure, at no cost to you, the right to use such Service Offering or SE Content, (ii) modify the Service Offering or SE Content or provide a substitute to avoid the infringement, or (iii) terminate these Terms of Use with respect to such Service Offering or SE Content and refund you a pro-rata portion of any prepaid fees you paid directly attributable to such Service Offering or SE Content. We shall have no obligation or liability under this Section 9.1 for any claim of infringement to the extent such infringement is caused by: (a) any breach of these Terms of Use or violation of applicable law by you or your employees, subcontractors or agents, (b) your use of the Service Offerings or any Content other than in accordance with these Terms of Use, the applicable Documentation or any other instructions or recommendations provided to you by SE, (c) a modification to the Service Offerings or SE Content not provided or performed by us, (d) the combination of the Service Offerings or SE Content with other hardware, software, content, or services not provided by us, (e) Your Content, Third Party Content, or Open Source Software that is licensed to you under a separate license agreement, or (f) your use of the allegedly infringing Service Offering or SE Content after we have provided a non-infringing alternative or after we have terminated these Terms of Use. This Section 9.1 states our sole obligation and exclusive liability (express, implied, statutory, or otherwise) and your sole remedy for any third-party claims of infringement of any Intellectual Property Right brought against you.

9.2. By You. You shall defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any claim concerning: (a) your use of the Service Offerings (including any activities under your account and use by your employees, subcontractors or agents) or your use of any Content; (b) any breach of these Terms of Use or violation of applicable law by you or your employees, subcontractors or agents; (c) Your Content, Third-Party Content, or Open Source Software that is licensed to you under a separate license agreement or the combination of Your Content, Third-Party Content or such Open Source Software with other applications, content, or processes, including any claim involving alleged infringement or misappropriation of third-party Intellectual Property Rights by Your Content, Third-Party Content or such Open Source Software or by the use, development, design, production, advertising, or marketing of Your Content, Third-Party Content or such Open Source Software; (d) a dispute between you and any third-party.; or (e) any dispute between you and other users of the SE EXCHANGE PLATFORM, whether or not related to any information or data that you or other users post or share through the SE EXCHANGE PLATFORM, any follow up communication or transaction between you and other users of the SE EXCHANGE PLATFORM. If we or our Affiliates are obligated to respond to a third party subpoena or other compulsory legal order or process described above, you will also reimburse us for reasonable attorneys’ fees, as well as our employees’ and contractors’ time and materials spent responding to the third party subpoena or other compulsory legal order or process at our then-current hourly rates. We will promptly notify you of any claim falling under this Section 9.2, but our failure to promptly notify you will only affect your obligations under Section 9.2 to the extent that our failure prejudices your ability to defend the claim. You may: (a) use counsel of your own choosing and reasonably satisfactory to us to defend any claim falling under this Section 9.2; and (b) settle such claim as you deem appropriate, provided that you obtain our prior written consent before entering into any such settlement. If we reasonably determine at any time that any claim falling under this Section 9.2 might adversely affect us, we may take control of the defense of such claim at our expense and without limiting your indemnification obligations hereunder.

10. Disclaimers.

SE DOES NOT MAKE ANY WARRANTY THAT THE SE EXCHANGE PLATFORM OR THE SERVICE OFFERINGS, INCLUDING ALL CONTENT OR OTHER FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE THEREON OR PROVIDED IN CONNECTION THEREWITH, WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, NOR DOES SE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM YOUR USE OF THE SE EXCHANGE PLATFORM, THE SERVICE OFFERINGS OR ANY CONTENT AVAILABLE THEREON, OR AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE USE OF THE SE EXCHANGE PLATFORM OR THE SERVICE OFFERINGS. YOU ASSUME FULL AND SOLE RESPONSIBILITY FOR YOUR USE OF THE SE EXCHANGE PLATFORM, THE SERVICE OFFERINGS OR ANY CONTENT AVAILABLE THEREON. YOUR SOLE REMEDY AGAINST SE FOR DISSATISFACTION WITH THE SE EXCHANGE PLATFORM, THE SERVICE OFFERINGS OR ANY CONTENT AVAILABLE THEREON IS TO STOP USING THEM.

WHILE SE TAKES REASONABLE CARE TO ENSURE THAT THE INFORMATION ACCESSIBLE ON OR THROUGH THE SE EXCHANGE PLATFORM OR THE SERVICE OFFERINGS AND THE INFORMATION PERTAINING TO THE SE CONTENT AVAILABLE THEREON IS KEPT UP TO DATE, SE SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGES OR LOSSES ARISING DIRECTLY OR INDIRECTLY AS A RESULT OF ANY OF SUCH INFORMATION NOT BEING ACCURATE, COMPLETE OR UP TO DATE.IN PARTICULAR, WHEN MACHINE TRANSLATION FUNCTION IS MADE AVAILABLE TO YOU ON SE EXCHANGE PLATFORM, YOU MIGHT BE ABLE TO VIEW CERTAIN CONTENT IN THE TRANSLATED LANGUAGE AS YOU SELECT, SE DOES NOT WARRANT ACCURACY OF THE TRANSLATED CONTENT AND TAKES NO LIABILITY WHATSOEVER RELATED TO YOUR USE OF ANY SUCH TRANSLATION FUNCTION.

ALTHOUGH SE MAKES EVERY ENDEAVOR TO KEEP THE SE EXCHANGE PLATFORM, THE SERVICE OFFERINGS AND THE SE CONTENT FREE FROM VIRUSES OR OTHER CONTAMINATION FEATURES, AND DUE TO THE INHERENT RISKS OF TELECOMMUNICATIONS AND TRANSFER OF DATA OVER THE INTERNET, SE CANNOT WARRANT THAT THE SE EXCHANGE PLATFORM, THE SERVICE OFFERINGS OR THE SE CONTENT SHALL BE FREE FROM VIRUSES OR OTHER CONTAMINATION FEATURES. SE SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGES OR LOSSES RESULTING FROM VIRUSES, MALICIOUS CODES OR CORRUPTION OF DATA THROUGH ACCESS TO AND/OR USE OF THE SE EXCHANGE PLATFORM, THE SERVICE OFFERINGS OR THE SE CONTENT.

YOU ACKNOWLEDGE THAT ACCESS TO AND USE OF THE SE EXCHANGE PLATFORM, THE SERVICE OFFERINGS OR THE CONTENT MAY BE SUBJECT TO LIMITATIONS, DELAYS AND POTENTIAL FAILURE INHERENT TO INTERNET CONNECTIVITY OR OTHER TELECOMMUNICATION NETWORKS AND FACILITIES. YOU ACKNOWLEDGE THAT COMPUTER AND TELECOMMUNICATIONS SYSTEMS ARE NOT FAULT-FREE AND OCCASIONAL DOWNTIME MAY OCCUR. SE MAKES NO WARRANTY THAT ACCESS TO THE EXCHANGE PLATFORM, THE SERVICE OFFERINGS OR THE CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT FAILURE OR DEFECTS THEREOF, IF ANY, WILL BE CORRECTED OR THAT CONTENT LOSS WILL NOT OCCUR. SE SHALL NOT BE RESPONSIBLE FOR ANY DELAY OR FAILURE IN ACCESS TO AND/OR USE OF THE SE EXCHANGE PLATFORM, THE SERVICE OFFERINGS OR THE CONTENT OR FOR ANY LOSS OR DAMAGE RESULTING FROM THE AFORESAID LIMITATIONS, DELAYS OR POTENTIAL FAILURE.

SE RESERVES THE RIGHT TO DO ANY OF THE FOLLOWING, AT ANY TIME, WITHOUT NOTICE: (1) TO MODIFY, SUSPEND OR TERMINATE OPERATION OF OR ACCESS TO THE SE EXCHANGE PLATFORM, THE SERVICE OFFERINGS OR THE CONTENT, OR ANY PORTION THEREOF, FOR ANY REASON; (2) TO MODIFY OR CHANGE THE SE EXCHANGE PLATFORM OR THE SERVICE OFFERINGS, OR ANY PORTION THEREOF, AND ANY APPLICABLE POLICIES; AND (3) TO INTERRUPT THE OPERATION OF THE SE EXCHANGE PLATFORM OR THE SERVICE OFFERINGS, OR ANY PORTION THEREOF, AS NECESSARY TO PERFORM ROUTINE OR NON-ROUTINE MAINTENANCE, ERROR CORRECTION OR OTHER CHANGES. YOU UNDERSTAND THAT ACCESS TO AND/OR USE OF THE SE EXCHANGE PLATFORM, THE SERVICE OFFERINGS OR THE CONTENT MAY BE INTERRUPTED OR COMPLETELY UNAVAILABLE FOR PERIODS OF TIME DUE TO CERTAIN CAUSES WHICH MAY INCLUDE, WITHOUT LIMITATION, MAINTENANCE WORK.

TO THE FULLEST EXTENT PERMITTED BY LAW AND WITHOUT PREJUDICE TO ANY STATUTORY WARRANTIES THAT CANNOT BE EXCLUDED BY CONTRACT, SE MAKES NO ADDITIONAL WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SE EXCHANGE PLATFORM, THE SERVICE OFFERINGS OR THE CONTENT, INCLUDING BUT NOT LIMITED TO WARRANTIES OF SATISFACTORY QUALITY, MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHT, UNDER THESE TERMS OF USE.

ANY SERVICE OFFERINGS AND ANY CONTENT MADE AVAILABLE ON, PROVIDED IN CONNECTION WITH OR ACCESSIBLE THROUGH THE SE EXCHANGE PLATFORM, IS PROVIDED "AS IS." TO THE FULLEST EXTENT PERMISSIBLE BY LAW, SE MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER FOR THE SERVICE OFFERINGS OR THE CONTENT OTHER THAN THOSE REPRESENTATIONS OR WARRANTIES SPECIFICALLY AGREED UPON BY SE UNDER SERVICE TERMS APPLICABLE TO THE SERVICE OFFERINGS OR THE CONTENT.

11. Limitations of Liability.

SE, ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA). ARISING FROM OR IN CONNECTION WITH: (A) THE AGREEMENT; (B) YOUR ACCESS OR USE OF, OR THE INABILITY TO ACCESS OR USE, THE SE EXCHANGE PLATFORM, THE SERVICE OFFERINGS OR THE CONTENT; (C) THE SE CONTENT OR OTHER FUNCTIONS, MATERIALS AND INFORMATION PROVIDED BY SE IN CONNECTION WITH OR ACCESSIBLE THROUGH THE SE EXCHANGE PLATFORM; OR (D) YOUR CONTENT OR THIRD-PARTY CONTENT, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS.

FURTHER, NEITHER SE NOR ANY OF ITS AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SE EXCHANGE PLATFORM, THE SERVICE OFFERINGS OR THE CONTENT, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THESE TERMS OF USE OR YOUR USE OF OR ACCESS TO THE SE EXCHANGE PLATFORM, THE SERVICE OFFERINGS OR THE CONTENT, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE TERMS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SE EXCHANGE PLATFORM, THE SERVICE OFFERINGS OR THE CONTENT FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THESE TERMS OF USE OR YOUR USE OF OR ACCESS TO THE SE EXCHANGE PLATFORM, THE SERVICE OFFERINGS OR THE CONTENT; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO THE SE EXCHANGE PLATFORM, THE SERVICE OFFERINGS OR THE CONTENT.

IN ANY CASE SE’S AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE, THE SE EXCHANGE PLATFORM, THE SERVICE OFFERINGS AND THE CONTENT WILL NOT EXCEED YOUR ACTUAL DIRECT DAMAGES UP TO AND WITHIN THE LIMIT OF (A) THE TOTAL AMOUNT WITHOUT TAX YOU ACTUALLY PAID UNDER THESE TERMS OF USE INCLUDING ANY SERVICE TERMS DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM FOR THE SERVICE OFFERINGS OR THE CONTENT(S) WITH RESPECT TO WHICH LIABILITY IS CLAIMED, OR (B) TWENTY-FIVE DOLLARS IN CASE THE SERVICE OFFERINGS OR THE CONTENT(S) IS MADE AVAILABLE TO YOU FREE OF CHARGE OR OTHER FEE.

12. Modifications to these Terms of Use.

These Terms of Use as in force at the time You make use of any Service Offerings through the SE EXCHANGE PLATFORM, will govern your use of the SE EXCHANGE PLATFORM and the Service Offerings and will serve as the related contract between you and SE. SE reserves the right, at its sole discretion, to amend, add or remove any provision to or from these Terms of Use at any time. Any such amendment, addition or removal to these Terms of Use will be posted by SE on the SE EXCHANGE PLATFORM. SE recommends that every user of the SE EXCHANGE PLATFORM visits it on a regular basis, and it shall in any case be your responsibility to check the then-current Terms of Use prior to making use of the SE EXCHANGE PLATFORM and/or the Service Offerings. Your continued use of any Service after any amendment, addition or removal to these Terms of Use is published by SE, shall be deemed as your acceptance and agreement to the changed Terms of Use. In the event you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the SE EXCHANGE PLATFORM and the Service Offerings.

13. Miscellaneous.

13.1 Assignment. You may not assign transfer or otherwise dispose of these Terms of Use or any rights or obligations hereunder, by operation of law or otherwise, without SE’s prior written approval and any such attempted assignment shall be void. SE reserves the right to freely assign, transfer or otherwise dispose of these Terms of Use and the rights and obligations hereunder, to any Affiliate or successor-in-interest without notice or consent. Subject to the foregoing, these Terms of Use shall be binding upon and inure to the benefit of the parties hereto, their successors and permitted assigns.

13.2 Entirety of these Terms of Use. This Terms of Use incorporates the Policies by reference and is the entire agreement between you and us regarding the subject matter of these Terms of Use. This Terms of Use supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether oral, electronic or written, regarding the subject matter of these Terms of Use. We will not be bound by any term, condition or other provision that is different from or in addition to the provisions of these Terms of Use (whether or not it would materially alter these Terms of Use) such as but not limited to any term, condition or other provision (a) submitted by you in relation to any Order Document, receipt, acceptance, confirmation, correspondence or other document, or (b) related to any questionnaire or process that you submit or require us to complete. If the terms of these Terms of Use are inconsistent with the terms contained in any of our Policies, the terms contained in these Terms of Use will control, except that the Service Terms will control over these Terms of Use to the only extent the Service Terms conflict with these Terms of Use.

13.3 Force Majeure. SE and its Affiliates will not be liable for any delay or failure to perform any obligation under these Terms of Use where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

13.4 Governing Law. This Terms of Use shall be exclusively governed by the laws of the state of Delaware, to the exclusion of its conflict of law rules. The United Nations Convention for the International Sale of Goods does not apply to these Terms of Use.

13.5 Disputes. Any dispute between You and SE arising out of or in connection with these Terms of Use or any of the Service Offerings, whether based on contract, warranty, tort (including negligence), strict liability, statute or otherwise, which cannot be amicably settled, shall in all cases be finally settled according to the law governing these Terms & Conditions as defined above, by the competent courts for and in the state of Delaware exclusively. Each party forever waives and agrees not to assert any defense that is based upon an argument that the courts mentioned in this paragraph lack personal jurisdiction, that venue is improper or that the forum is inconvenient. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THESE TERMS OF USE.

You acknowledge and accept that SE will be irreparably damaged (and damages at law may be an inadequate remedy) if You breach any provision of these Terms of Use and such provision is not specifically enforced. Therefore, in the event of a breach or threatened breach by You of these Terms of Use, SE shall be entitled, in addition to all other rights or remedies, to (i) an injunction or other injunctive relief restraining such breach, without being required to show any actual damage or to post an injunction or other bond; and/or (ii) a decree for specific performance of the applicable provision of these Terms of Use, to the extent permitted by applicable law in the country where SE has its registered office and/or, as relevant in the context, where You will use the Service Offerings, on both federal and state levels when applicable.

13.6 Trade Compliance. In connection with these Terms of Use, each party will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that apply to U.S. companies, such as the Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions programs implemented by the Office of Foreign Assets Control. For clarity, you are solely responsible for compliance related to the manner in which you choose to use the Service Offerings, including your transfer and processing of Your Content, the provision of Your Content to third-parties, and the laws and regulations applicable in the SE region in which any of the foregoing occur. You represent and warrant that you and your financial institutions, or any party that owns or controls you or your financial institutions, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government and competent departments at federal or state level, the European Union or its Member States, or other applicable government authority. Further,

(i) You represent and undertake to comply with related applicable US, EU and other national and international export control laws and/or regulations applicable to your use of any Content from the EXCHANGE PLATFORM.

(ii) Unless applicable export license(s) have been obtained from the relevant authority and owner of a Content has approved, the Content shall not be (a) be exported and/or re-exported to any destination and party (may include but not limited to an individual, group and/or legal entity) restricted by the applicable export control laws and/or regulations; or (b) be used for those purposes and fields restricted by the applicable export control laws and/or regulations.

(iii)You shall not use, transfer or access any Content of the EXCHANGE PLATFORM for end use relating to any nuclear, chemical or biological weapons, or missile technology unless authorized by the U.S. government by regulation or specific license. Should the need arise, an end user certification maybe requested to confirm the end use of the Content.

(iv) You acknowledge and agree that certain Content containing encryption may require authorization from the U.S. and other competent authorities including the European Union, prior to export. You also acknowledge and agree that certain Content containing encryption may be subject to import or use restrictions in other countries.

(v) You hereby represent and warrant that neither the United States Bureau of Industry Security nor any other United States federal agency, nor any other international agency or government has suspended, revoked or denied its export privileges. If SE receives notice that you are or become identified as a sanctioned or restricted party under applicable law, SE shall have the right to immediately terminate the Agreement with you, close Your Account and disable your access to the SE EXCHANGE PLATFORM if SE’s performance of the Agreement would result in violation of the sanctions or restrictions.

(vi) You shall indemnify, defend and hold SE harmless, to the fullest extent permitted by law, from and against any fines or penalties that may arise as a result of your breach of this Section. This section will survive termination the Agreement indefinitely.

(vii) If you have any questions regarding your obligations under United States of America export regulations, you should contact the Bureau of Industry and Security, United States Department of Commerce, Exporter Counseling Division, Washington DC. U.S.A. (202) 482-4811, or e-mail your inquiry to the Export Counseling Division of the Office of Exporter Services at: ECDOEXS@bis.doc.gov https://www.bis.doc.gov.

13.7 Independent Contractors; Non-Exclusive Rights. We and you are independent contractors, and these Terms of Use will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other.

13.8 Language. All communications and notices made or given pursuant to these Terms of Use must be in the English language. If we provide a translation of the English language version of these Terms of Use, the English language version of these Terms of Use will control if there is any conflict.

13.9 Confidentiality and Publicity. You may use SE Confidential Information only in connection with your use of the Service Offerings as permitted under these Terms of Use. You will not disclose SE Confidential Information during the Term or at any time during the 5-year period following the end of the Term. You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of SE Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature.

You will not issue any press release or make any other public communication with respect to these Terms of Use or the Service Offerings without SE prior express consent in writing. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors). You will not imply any relationship or affiliation between us and you except as expressly permitted by these Terms of Use.

13.10 Notice.

(a) To You. We may provide any notice to you under these Terms of Use by: (i) posting a notice on the EXCHANGE PLATFORM; or (ii) sending a message to the email address then associated with your Account. Notices we provide by posting on the SE EXCHANGE PLATFORM will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your Account when we send the email, whether or not you actually receive the email.Notice about your Account activity (including but not limited to account opening, password reset, order status, claims etc.) may be sent to your email address directly.

(b) To Us. Any notice by You to SE shall be in writing sent by overnight courier or registered or certified mail to the address of SE’s registered office and shall include the words: “Attention SE Legal Department”. Notices provided by email transmission or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail, return receipt requested, will be effective three business days after they are sent.

13.11 No Third-Party Beneficiaries. This Terms of Use does not create any third-party beneficiary rights in any individual or entity that is not a party to these Terms of Use.

13.12 No Waivers. The failure by us to enforce any provision of these Terms of Use will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.

13.13 Severability. If any portion of these Terms of Use is held to be invalid or unenforceable, the remaining portions of these Terms of Use will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from these Terms of Use but the rest of these Terms of Use will remain in full force and effect.

14. Definitions.

“Account” means the account You create to access and use the SE EXCHANGE PLATFORM.

“Account Information” means information about you that you provide to us in connection with the creation or administration of your Account. Account Information includes and may not be limited to names, user names, phone numbers, email addresses and billing information associated with your Account.

“Affiliates” means, with respect to each of SE and the legal person you represent, any corporation, company or other legal entity that is directly or indirectly (i) controlling SE or such legal person, or (ii) controlled by SE or such legal person, or (iii) under common control with, respectively, SE or such legal person, and the term “control” shall, for the purpose of this definition, mean the direct or indirect control of at least 50% of the stock capital and/or of the voting rights. With respect to SE, AVEVA Group Plc. and all its subsidiaries shall not be deemed as Affiliates of SE.

“API” means an application program interface.

“Community” means the free of charge discussion area provided under the SE EXCHANGE PLATFORM and that comprises the features defined in these Terms of Use or otherwise detailed in the Documentation or the relevant pages of SE EXCHANGE PLATFORM.

“Community User” means any user of the SE EXCHANGE PLATFORM that uses the Community function and features on SE EXCHANGE PLATFORM.“Content” means digital content with or without physical medium, such as but not limited to, desktop software, mobile applications, cloud-based applications, APIs, Datasets, reference designs, ready-to-use Tested, Validated, and Documented Architectures (TVDAs), application notes, software development kits, text, audio, video, images, graphics, drawings, schematics, photos, literature, databases, algorithms, all associated services or aggregated files or data.

“Content” means digital content with or without physical medium, such as but not limited to, Documentation, sample code, software libraries, command line tools, other related technology, software, Software As a Service (“SaaS”) Solution, mobile applications, cloud-based applications or services, API, datasets including those used as entry data to analytics APIs, reference designs, ready-to-use Tested, Validated, and Documented Architectures (TVDAs), application notes, SDK, text, audio, video, images, graphics, drawings, schematics, photos, literature, databases, algorithms, all associated services or aggregated files or data.

“Datasets” means a collection of related sets of information or data, which are composed of separate elements with associated qualifying parameters, that can be manipulated as a single unit.

“Documentation” means the developer guides, getting started guides, user guides, quick reference guides, and other technical and operations manuals and specifications related to the Service Offerings or the Content, as such documentation may be updated by us from time to time.

“Intellectual Property Rights” means any and all rights of any kind and any type arising under statute, regulation, ordinance, common law, treaty, convention or otherwise, and including, without limitation any patents, utility models, moral rights, copyright and neighboring rights, trademarks and trade dress rights, mask work rights, service marks, right in domain names, designs rights, rights in computer software, database rights, rights in confidential information (including right in know-how and trade secrets) and any other proprietary rights, in each case whether registered or not, including but not limited to applications and renewals, and all rights and forms of protection having equivalent or similar effect, recognized under the laws of each and every jurisdiction throughout the world.

“Losses” means any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees).

“Open Source Software” means software available under a separate license that permits the recipient of such software to copy, modify, and distribute such software to anyone.

“Policies” means the Privacy Policy, the Service Terms, all restrictions described in the SE Content, on the SE EXCHANGE Site and/or the EXCHANGE PLATFORM, and any other policy or terms referenced in or incorporated into these Terms of Use, but does not include whitepapers or other marketing materials referenced on the SE EXCHANGE Site or the EXCHANGE PLATFORM.

“SE Confidential Information” means all nonpublic information disclosed by us, our Affiliates, business partners or our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. SE Confidential Information includes: (a) nonpublic information relating to our or our Affiliates or business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that we are obligated to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between you and us or our Affiliates. SE Confidential Information does not include any information that: (i) is or becomes publicly available without breach of these Terms of Use; (ii) can be shown by documentation to have been known to you at the time of your receipt from us; (iii) is received by you from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by you without reference to the SE Confidential Information.

“SE Content” means any Content that SE or any of its Affiliates make available on the SE EXCHANGE PLATFORM . SE Content does not include the Service Offerings or Third-Party Content.

“SE EXCHANGE PLATFORM” means the Schneider Electric Exchange platform owned and made available by SE to provide access to and use of the Service Offerings, as hosted on SE EXCHANGE Site.

“SE EXCHANGE Site” means the website located at https://exchange.se.com which URL may be updated by us from time to time.

“Service Offerings” means the provision by SE of the access and possibility to use the SE EXCHANGE PLATFORM for the sole and restricted purpose to allow you to as per your election, to do one or more of the following: (i) using Non Transactional Functions which, as currently available on SE EXCHANGE PLATFORM, comprising (a) access and use the Community that provides a number of features to its users ( you and other users of the SE EXCHANGE PLATFORM jointly form Community Users), including a discussion forum (the “Forum”) and a knowledge base as further detailed here, where you might find help with your questions from other Community Users which may post comments and answers, (b) search professional service vendors in the field of technical expertise for which you have a need for service as a professional potential customer; and (c) any other non-transactional functions or features as provided on SE the EXCHANGE PLATFORM; Each and any of (a), (b) and (c) under (i) above are jointly referred to as “Non Transactional Functions”.

and/or

(ii) using Transactional Functions which, as currently available on SE EXCHANGE PLATFORM, comprising (a) becoming a publisher to publish your content or services on the SE EXCHANGE PLATFORM for purchase by others, which is separately governed by Schneider Electric Exchange Terms and Conditions for Publishers and made available to a User applying to be a publisher during the onboarding process; (b) purchasing any SE Content on the SE EXCHANGE PLATFORM, which is separately governed by Schneider Electric Exchange Terms and Conditions for Shop SE Content; and (c) purchasing any Third Party Content or Services on the SE EXCHANGE PLATFORM, which is separately governed by Schneider Electric Exchange Terms and Conditions for Shop Third Party Content or Services. Each and any of (a), (b) and (c) under (ii) above are jointly referred to as “Transactional Functions”.

“Service Terms” means the description of each of the Service Offerings and the related rights and restrictions for your use of each of the Service Offerings, located in Schedule 1 hereto, as may be updated by us from time to time.

“Suggestions” means all suggested improvements, ideas or other feedback about the SE EXCHANGE PLATFORM and/or the Service Offerings that you provide to us.

“Term” means the term of the Agreement described in Section 7.1.

“Termination Date” means the effective date of termination provided in accordance with Section 7, in a notice from one party to the other.

“Third-Party Content” means any Content published or otherwise made accessible by any third party on the SE EXCHANGE PLATFORM, which may be available in English language or local language as provided by such third party.

“Your Content” means your Account Information or any Content that (a) you upload to SE EXCHANGE PLATFORM under your Account or you otherwise transfer, process, use, store and/or share in connection with your Account, (b) you interface with the SE EXCHANGE PLATFORM or the Service Offerings, or (c) you provide in connection with SE EXCHANGE PLATFORM or the Service Offerings.

Schedule 1

Service Terms

THE SERVICE TERMS STATED IN THIS SCHEDULE ARE INCORPORATED IN AND SUBJECT TO THE TERMS OF USE TO WHICH THESE SERVICE TERMS ARE APPENDED.

THESE SERVICE TERMS PROVIDE FOR THE DESCRIPTION OF THE SERVICE OFFERINGS AND THE RELATED CONDITIONS AND RESTRICTIONS APPLICABLE TO YOUR USE OF THE SERVICE OFFERINGS AND THE CONTENT MADE AVAILABLE THEREUNDER. THESE SERVICE TERMS APPLY ONLY TO THE SPECIFIC SERVICE OFFERINGS AND THE CONTENT MADE AVAILABLE THEREUNDER TO WHICH THE SERVICE TERMS RELATE.

ALL CONDITIONS AND RESTRICTIONS CONTAINED IN THESE SERVICE TERMS ARE IN ADDITION TO AND NOT IN LIEU OF THE PROVISIONS SET FORTH IN THE TERMS OF USE.

IN THE EVENT OF A CONFLICT BETWEEN THE PROVISIONS OF THESE SERVICE TERMS AND THE PROVISIONS OF THE TERMS OF USE, THE PROVISIONS OF THESE SERVICE TERMS SHALL CONTROL, BUT ONLY TO THE EXTENT OF SUCH CONFLICT.

UNLESS OTHERWISE DEFINED HEREIN, ALL CAPITALIZED TERMS USED IN THESE SERVICE TERMS SHALL HAVE THE MEANING SET FORTH IN THE TERMS OF USE.

1. For Use of Community

1.1. Purpose. The Community function of SE EXCHANGE PLATFORM is intended to provide you with the access to and the ability to use the Community that provides a number of features to its users (you and other users of the SE EXCHANGE PLATFORM jointly form Community Users), including a discussion forum (the “Forum”) and a knowledge base as further detailed here, where you might find help with your questions from other Community Users which may post comments and answers.

1.2. The Forum is intended to provide to the Community Users features such as but not limited to:

- The ability to search for content, using dynamic search fields, as well as to filter within specific categories through the use of pre-defined labels;

- The ability to ask questions to the Community Users for response, as well as reply to the questions and comments of other Community Users, create as well as participate in COMMUNITY / Service Offering polls, and propose ideas for potential software or other digital content development;

- Community Users can see and search for profiles of other Community Users, determine their online status, date of last login and date they joined the COMMUNITY / Service Offering, follow their activity on the COMMUNITY / Service Offering and send direct message to specific Community Users; messages sent to specific Community Users shall not be accessible by other Community Users;

- A scoring system in which the participation on the Community can be scored by Community Users by providing a score to other Community Users with regard to such other Community User’s completion of certain activities on the Community such as posting content and responding to questions asked on the Forum. Community Users can thereby increase the reputation and rank within the Community of other Community Users; no reward, award or any compensation is attached, granted or otherwise provided to any Community User in connection with said scoring. All Community Users can view the status of other Community Users, including their overall rank and specific badges they have earned for completing challenges and activities on the Community. Leaderboards allow Community Users to see the most active Community Users both within the overall Community and within specific sub-areas of it if any.

- A place where the Community Users can post and find information related to sale or purchase of inventory products (“Inventory Products”) by Community Users which are not available for sale in normal distribution channel of such products as they are obsolete but are either in excess with some Community Users (therefore with interest to sell) or are needed by some Community Users (therefore with interest to buy) (“Inventory Information Forum”)

1.3 The Inventory Information Forum is to facilitate information exchange by Community Users related to Inventory Products only.

After your contact with a Community User that posts any information related to Inventory Product, you may separately negotiate and conclude a contract for sale or purchase of certain Inventory Product (“Contract For Inventory Products”) directly and solely between you and the pertinent Community User. SE shall not be in any way responsible or liable to any party to a Contract For Inventory Products, nor for any issues relating to or arising out of such contract. You understand that SE is not responsible for completeness and accuracy of any information posted by Community Users in the Community and agree that any claim arising out of or relating to the Contract For Inventory Products shall be solved between you and the Community User with which you contract for the Inventory Products and SE is not liable in any way for any such claim.

For Use the Function of “Find Service Vendors”

2.1. Purpose. The SE EXCHANGE PLATFORM is an online venue operated by SE that, among other functions and features, allows Users to view a list of and search for Service Vendors in the field of technical expertise for which Users have a need for service as potential customers.

As used in these Service Terms,

“Service Vendors”: shall mean any legal person whose professional activity consists in the provision of services in the field of electrical distribution, energy management and/or industrial automation and control solutions, such as but not limited to system integrators, original equipment manufacturers, independent software vendors, electrical contractors, energy distribution consultants, energy management consultants, or electrical field engineering firms.

“User” or “You”: shall mean any legal person carrying out a professional activity, having created an Account on the SE EXCHANGE PLATFORM and making use of the “Find Service Vendors” function of SE EXCHANGE PLATFORM to search for a Service Vendor.

2.2. Services available for Users. As a logged in User, you will first be able to view a list of Service Vendors and to display such list through filter options by business type and geographic location so as to obtain a selection of Service Vendors (the “Selected Service Vendors”).

You will thereby be able to view the following type of information about the Selected Service Vendors:

- the geographic location of the Selected Service Vendor’s company,

- the corporate name, and as applicable the trade name, of the Selected Service Vendor’s company,

- the description of the Selected Service Vendor’s activity and its business type, including the specific markets and/or domains targeted by the Selected Service Vendor’s company,

- the fields of technical expertise of the Selected Service Vendor’s company,

- the contacts details of the Selected Service Vendor’s company among one of the following methods permitted by the Selected Service Vendor for being contacted by Users: phone, electronic mail and/or through the hyperlink to its web site; and

- a brochure of the Service Vendor’s company.

Upon your identifying among the Selected Service Vendors the Service Vendor which would likely be able to fulfill your need for service, if you want to contact such Service Vendor, you will be given the possibility to click on a button directing You to “Shop” page of SE EXCHANGE PLATFORM where you can put an inquiry to such Service Vendor online and then be contacted by the Service Vendor through the contact information you provided in such inquiry.

Any activity conducted by any User on the website of any Service Vendor and with any Service Vendor, shall remain at the sole expense and under the sole and full responsibility of such User.

Should any dispute arise between you and any Service Vendor and/or any User arising out or in connection with r the use of “Find Service Vendor” function of the SE EXCHANGE PLATFORM, you hereby acknowledge and agree that you shall have to approach respectively said Service Vendor or said User directly in order to attempt to resolve the dispute and SE shall not bear any obligation to take part or otherwise intervene in such dispute and shall not bear any warranty, liability or indemnification obligation to such Service Vendor or such User in relation to such dispute.

3. For Use of Other Non-Transactional Functions of SE EXCHANGE PLATFORM

The SE EXCHANGE PLATFORM may at any time provide new Non-Transactional Functions and you may access to and use such new functions by following relevant subscription, registration procedure or user guide as provided on SE EXCHANGE PLATFORM, where subscription is required, you may also unsubscribe such new functions by clicking such options made available to you on SE EXCHANGE PLATFORM.

4. Termination

These Service Terms will remain in effect between You and SE until the Agreement terminates in accordance with the Terms of Use. Any provisions of these Service Terms that, by their nature, are intended to survive, will survive any termination of the Agreement.

Terms & Conditions for Shop SE Content and/or SE Services

This document (“Terms & Conditions”) contains the terms and conditions that govern your access to and use of the Service Offerings (as defined below) on the Schneider Electric Exchange (defined below as SE EXCHANGE PLATFORM) and is an agreement between Schneider Electric Digital, Inc. a company incorporated in the state of Delaware, United States, with principal place of business at One Boston Place, Suite 2700, Boston, MA 02108 (“SE,” “we,” “us,” or “our”), and you, a corporation, company or other legal person that creates an Account (as defined below) with the SE EXCHANGE PLATFORM(“Customer”, “you” or “your”).

These Terms & Conditions take effect and form an agreement between SE and you (“the Agreement”) when you click any “I Accept” or similar button or check box presented with these Terms & Conditions or, if earlier, when you use any of the Service Offerings (the “Effective Date”).

You represent to us that you are a professional acting in your ordinary course of business, as the access to and use of SE EXCHANGE PLATFORM and Service Offering is only offered for professional use only and not for consumers or for personal or household purposes.

Please see Section 14 for definitions of certain capitalized terms used in these Terms & Conditions.

1. Use of the Service Offerings.

1.1 Generally. You may only access and use the Service Offerings in accordance with these Terms & Conditions. By agreeing to these Terms & Conditions as well as by accessing or using the Service Offerings, you expressly acknowledge and agree to the Service Terms that are incorporated herein by reference and attached hereto in Schedule 1. You will comply with these Terms & Conditions and all SE rules and regulations applicable to your use of the Service Offerings.

1.2 Your Account. To access and use the SE EXCHANGE PLATFORM and the Service Offerings available thereon, you must have an Account associated with a valid email address and, as applicable, a valid form of payment. Unless otherwise explicitly permitted by the Service Terms, you will only create one Account per email address.

The creation of Your Account does not automatically allow you to access and use the SE EXCHANGE PLATFORM. Within a reasonable delay after the creation of Your Account, SE may proceed to the fullest extent permitted by applicable law with verifications.

Once SE has proceeded with said verifications and has electronically confirmed you can access and use the SE EXCHANGE PLATFORM, you may proceed to use the SE EXCHANGE PLATFORM and the Service Offering.

2. Changes.

We may change or discontinue any or all the Service Offerings or change, or remove functionality of any or all the Service Offerings from time to time. We will notify you of any material change to or discontinuation of the Service Offerings.

From time to time, we may apply upgrades, patches, bug fixes or other maintenance to the Service Offerings (“Maintenance”). We agree to use reasonable efforts to provide you with prior notice of any scheduled maintenance (except for emergency maintenance) and you agree to use reasonable efforts to comply with any maintenance requirements notified to you.

3. Data Privacy.

You are advised to check the privacy notices and privacy policies made available to you on the SE EXCHANGE PLATFORM.

4. Your Responsibilities.

4.1 Your Account. You are responsible for all activities that occur under your Account, regardless of whether the activities are authorized or undertaken by you, your employees or a third party such as your contractors or agents acting on your behalf, and we and our Affiliates are not responsible for unauthorized access to your Account.

You are responsible for the confidentiality of your Account Information and to manage access to your Account. You undertake to inform SE if there is any suspicion that your Account and Account Information have been used by any unauthorized person.

You are responsible to update your Account Information upon any change to such information.

You have the obligation to use the SE EXCHANGE PLATFORM in conformity with the acceptable use policy of SE defined in these Terms & Conditions and all laws and regulations applicable to you in relation thereto.

While not obligated to perform investigations, SE may investigate violations of these Terms & Conditions including the Service Terms or misuse of the SE EXCHANGE PLATFORM and cooperate with appropriate law enforcement authorities with respect to security threats, fraud, or other illegal, malicious, or inappropriate activity by you or any third-party through access to and/or use of the SE EXCHANGE PLATFORM.

SE is entitled, at any time and without notice or liability to you, to terminate your access to and use of the SE EXCHANGE PLATFORM by closing or disabling access to your Account, for any legitimate reason, including, without limitation, if (i) you use false data for the purpose of creating your Account; or (ii) you breach these Terms & Conditions including the Service Terms or any SE policies associated hereto or incorporated herein; or (iii) you neglect your duty of care created by these Terms & Conditions with regard to your Account Information; or (iv) you violate any applicable laws or regulations in the access to or use of the SE EXCHANGE PLATFORM. Termination by SE of your access to and use of the SE EXCHANGE PLATFORM shall not waive or affect any other right or remedies to which SE may be entitled at law or, if applicable, in equity, with respect to any of the foregoing events.

Termination by SE of your access to and use of the SE EXCHANGE PLATFORM does not affect any rights or remedies which, before said termination, may have accrued to you or SE under these Terms & Conditions, at law or, if applicable, in equity.

4.2 Your Content. You will ensure that Your Content and your use of Your Content or the Service Offerings will not violate any of the Policies or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Your Content.

You will provide information or other materials related to Your Content as reasonably requested by us to verify your compliance with these Terms & Conditions. You will reasonably cooperate with us to identify the source of any problem with the SE EXCHANGE PLATFORM or the Service Offerings that we reasonably believe may be attributable to Your Content.

4.3 Your Security and Backup. You are responsible for properly configuring and using the Service Offerings and otherwise taking appropriate action to secure, protect and backup your Account Information and Your Content in a manner that will provide appropriate security and protection, which might include use of encryption to protect Your Content from unauthorized access and routinely archiving Your Content. Your credentials (which may include username, passwords, tokens, certificates, keys, and pins) issued by us or selected by you for accessing the SE Exchange Site, the SE EXCHANGE PLATFORM or the Service Offerings are for your internal use only and you may not sell, transfer, or sublicense them to any other entity or person, except that you may disclose your credentials to your employees, agents and subcontractors performing work on your behalf. You are responsible for any use of your credentials and for notifying us immediately of any breach of security related to your credentials.

4.4 Documentation. You must comply with the current Documentation applicable to the Service Offerings as posted by us and updated by us from time to time on the SE EXCHANGE PLATFORM.

4.5 Third-Party Content and websites. In case the Service Offerings enable you to link to, transmit Content to, indicate the web address of or otherwise access to, your own websites or third parties’ websites or Third-Party Content, products, services or information accessible from or provided through your own websites or third parties’ websites, you shall bear all risks and costs as applicable associated with access to and use of your own websites or such third parties’ websites and such Third-Party Content, products, services and information. SE does not control and is not responsible for your own websites or such third parties’ websites or any such Third-Party Content, products, services and information. Any access or use, through your access to the SE EXCHANGE PLATFORM and/or your use of the Service Offerings, to your own websites or third parties’ websites or any use of Third-Party Content, products, services or information accessible from or provided through your own websites or third parties’ websites, shall be subject to the terms of use or other legal document governing the use of your own websites or third parties’ websites and, as the case may be, any Third-Party Content, products, services or information accessible from or provided through such websites.

4.6 While using any SE Content or SE Services available through the SE EXCHANGE PLATFORM, You shall fully comply with all specifications, general descriptions and warnings related to the functionalities, performances and use environments provided to You or otherwise made available to You with respect to the SE Content or SE Services. You acknowledge and agree that the SE Content or SE Services are intended to be used by users having sufficient technical qualification which You shall ensure, under your responsibility to obtain and maintain through Your use of the SE Content or SE Services.

4.7 Security Program. You are solely responsible for the implementation and maintenance of a comprehensive security program (“Security Program”) that contains reasonable and appropriate security measures and safeguards to protect against Cyber Threats to its own computer networks, systems, machines, software and data (collectively, “Systems”), including those Systems on which you run any SE Content or which you use with the SE Content.

“Cyber Threat” means any circumstance or event with the potential to adversely impact, compromise, damage, or disrupt your Systems or that may result in any unauthorized access or acquisition, loss, misuse, destruction, disclosure, and/or modification of your Systems, including any data, notably through malware, hacking, or similar attacks.

Without limiting the foregoing, You shall at a minimum:

(a) Have qualified and experienced personnel with appropriate expertise in cybersecurity maintain your Security Program, and have such personnel regularly monitor cyber intelligence feeds and security advisories applicable to your Systems or your industry;

(b) Promptly update or patch your Systems or implement other appropriate measures based on any reported Cyber Threats and in compliance with any security notifications or bulletins, whether publicly disclosed on SE’s security notification webpage at https://www.se.com/ww/en/work/support/cybersecurity/security-notifications.jsp or otherwise provided to you;

(c) Regularly monitor your Systems with respect to possible Cyber Threats;

(d) Regularly conduct vulnerability scanning, penetration testing, intrusion scanning, and other cybersecurity testing on your Systems; and

(e) Meet the recommendations of SE’s Recommended Cybersecurity Best Practices, available at https://www.se.com/us/en/download/document/7EN52-0390/, and then-current industry standards.

f) Promptly give access upon SE’s request to your relevant operation site(s) that connects with the SE Saas Solution that you have purchased so that SE may implement Updates or Patches to any interface or gateway(s) existing between the any products, equipment and accessories which are provided you by SE or its authorised distributors, which, upon your choice, enable you to be connected to the SE SaaS Solution and to communicate your data to the SE SaaS Solution for being processed as part of the SaaS Solution or your operating environment and the SE SaaS Solution as soon as said Update(s) and Patch(es) are available.

An "Update" means any software that contains a correction of errors in the Application and/or the Cloud Platform and/or minor enhancements or improvements to the Application and/or the Cloud Platform but does not contain significant new features. A “Patch” is an Update that fixes a vulnerability to Cyber Threats in the Application and/or the Cloud Platform. You understand that failing to promptly and properly provide SE with the above mentioned necessary access for the implementation of Updates or Patches may result in the SaaS Solution or Your Systems becoming vulnerable to Cyber Threats or result in impaired functionality, and SE shall not be liable or responsible for any losses or damages that may result therefrom.

g) In case of Identification of Cyber Threats: If you identifies or otherwise becomes aware of any vulnerabilities or other Cyber Threats relating to the SE SaaS Solution for which SE has not released a Patch, you shall promptly notify SE of such vulnerability or other Cyber Threat(s) via SE’s dedicated page (https://www.se.com/ww/en/work/support/cybersecurity/report-a-vulnerability.jsp) and further provide SE with any reasonably requested information relating to such vulnerability or Cyber Threat (collectively, “Feedback”). SE shall have a non-exclusive, perpetual and irrevocable right to use, display, reproduce, modify, and distribute the Feedback (including any confidential information or intellectual property contained therein) in whole or part, including to analyze and fix the vulnerability, to create Patches or Updates for its customers, and to otherwise modify these SE SaaS Solution, in any manner without restrictions, and without any obligation of attribution or compensation to you; provided however that SE shall not publicly disclose your name in connection with such Feedback or the use thereof (unless you consent otherwise). By submitting Feedback, you represent and warrant to SE that you have all necessary rights in and to such Feedback and all information it contains, including to grant to SE the rights described herein, and that such Feedback does not infringe any proprietary or other rights of third parties and does not contain any unlawful information.

5. Fees.

Access to the SE EXCHANGE PLATFORM is free of charge or any other fee payable to SE. SE reserves the right to decide that access to the SE EXCHANGE PLATFORM will be made against payment by you of a fee or other consideration which SE may decide at any time and will notify to all users by posting the information on the SE EXCHANGE PLATFORM or otherwise.

The conditions for purchase of SE Content or license to use SE Content are detailed in the Service Terms.

6. Acceptable Use.

6.1. You may not use, or encourage, promote, facilitate or instruct others to use, the SE EXCHANGE PLATFORM or the Service Offerings for any illegal, harmful, fraudulent, infringing or offensive use, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, fraudulent, infringing or offensive. Prohibited activities or content include:

Illegal, Harmful or Fraudulent Activities. Any activities that are illegal, that violate the rights of others, or that may be harmful to others, our operations or reputation, including disseminating, offering or promoting fraudulent goods, services, schemes, or promotions, make-money-fast schemes, ponzi and pyramid schemes, phishing, or pharming.
Infringing Content. Content that infringes or misappropriates the Intellectual Property Rights or proprietary rights of any third-party.
Offensive Content. Content that is defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable, including but not limited to content that constitutes child pornography or depicts any sex acts.
Harmful Content. Content or other computer technology including viruses, spyware, Trojan horses, worms, time bombs, or cancelbots or other malware or harmful code, that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, or data, or cause injury to any person or damage to any property.

6.2. You may not use the SE EXCHANGE PLATFORM or the Service Offerings to violate the security or integrity of any network, computer or communications system, software application, or network or computing device (each, a “System”). Prohibited activities include:

Unauthorized access. Accessing or using any System without permission, including attempting to probe, scan, or test the vulnerability of a System or to breach any security or authentication measures used by a System.
Interception. Monitoring of data or traffic on a System without permission.
Falsification of origin. Forging TCP-IP packet headers, e-mail headers, or any part of a message describing its origin or route. The legitimate use of aliases and anonymous remailers is not prohibited by this provision.

6.3. You may not make network connections to any users, hosts or networks unless you have permission to communicate with them. Prohibited activities include:

monitoring or crawling. Monitoring or crawling of a System that impairs or disrupts the System being monitored or crawled;
denial of service. Inundating a target with communications requests so the target either cannot respond to legitimate traffic or responds so slowly that it becomes ineffective;
intentional interference. Interfering with the proper functioning of any System, including any deliberate attempt to overload a system by mail bombing, news bombing, broadcast attacks, or flooding techniques;
operation of certain network services. Operating network services like open proxies, open mail relays, or open recursive domain name servers;
avoiding system restrictions. Using manual or electronic means to avoid any use limitations placed on a System, such as access and storage restrictions.

6.4. You will not distribute, publish, send, or facilitate the sending of unsolicited mass e-mail or other messages, promotions, advertising, or solicitations (like “spam”), including commercial advertising and informational announcements. You will not alter or obscure mail headers or assume a sender’s identity without the sender’s explicit permission. You will not collect replies to messages sent from another internet service provider if those messages violate this Section 6 or the acceptable use policy of that provider.

6.5. We reserve the right, but do not assume the obligation, to investigate any violation of this Section 6 or misuse of the SE EXCHANGE PLATFORM or the Service Offerings. We may:

investigate violations of this Section 6 or misuse of the SE EXCHANGE PLATFORM or the Service Offerings; or
remove, disable access to, or modify any Content or resource that violates this Section 6 and in consequence thereof terminate the Agreement and, as applicable, any other agreement we have with you for use of the SE EXCHANGE PLATFORM or the Service Offerings.

We may report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. We also may cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of this Section 6.

7. Term – Suspension -Termination.

7.1 Term. The term of the Agreement will commence on the Effective Date and will remain in effect until terminated under Section 7.3. Any notice of termination of the Agreement by SE to You or by You to SE must include a Termination Date that complies with the notice periods in Section 7.3.

7.2 Suspension

7.2.1 Generally. We may suspend your right to access or use any portion or all the Service Offerings immediately upon notice to you if we determine:

(a) your use of the Service Offerings (i) poses a security risk to the Service Offerings or any third party, (ii) could adversely impact our systems, the Service Offerings or the systems or Content of any other SE’s customer or partner, (iii) could subject us, our Affiliates, or any third party to liability, or (iv) could be fraudulent;

(b) you are in breach of these Terms & Conditions, including but not limited to if you are in breach of your payment obligations (if any) under Section 5; or

(c) you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding; or

(d) our provision of a Service Offering is rendered impossible or impractical as a result of any requirement of any law or judicial order.

7.2.2 Effect of Suspension. If we suspend your right to access or use any portion or all the Service Offerings:

(a) you remain responsible for all fees and charges you incur during the period of suspension and for use of any Service Offerings not suspended; and

(b) we may suspend or cancel any processing of Your Content;

(c) we will not erase any of Your Content as a result of your suspension, except as specified elsewhere in these Terms & Conditions; and

(d) you may retrieve Your Content from the Service Offerings during any suspension only if you have paid any charges for any post-suspension use of the Service Offerings and all other amounts due. Our right to suspend your right to access or use the Service Offerings is in addition to our right to terminate the Agreement pursuant to Section 7.3.

7.3 Termination.

(a) Termination without cause. You may terminate any access or subscription to a Service Offering for any reason by: (i) providing us with a sixty (60) calendar days’ prior written notice, or (ii) closing your account for the Service Offerings for which we provide an account closing mechanism. For all other Service Offerings, you may terminate in accordance with the applicable Service Terms or Order Document. We may terminate any Service Offerings without any reason by providing you with a sixty (60) calendar days’ prior written notice, unless otherwise stated in the applicable Service Terms or Order Document. The Agreement will terminate if all Service Offerings have been terminated and your Account has been closed.

(b) Termination for cause.

(i) By Either Party. Either party may terminate the Agreement for cause upon thirty (30) calendar days’ prior notice to the other party if there is any material default or breach of these Terms & Conditions by the other party, unless the defaulting party has cured the material default or breach within the 30-day notice period.

(ii) By Us. We may also terminate the Agreement immediately upon notice to you (a) if our relationship with a third party partner who provides software or other technology we use to provide the Service Offerings expires, terminates, or requires us to change the way we provide the software or other technology as part of the Service Offerings, (b) if we believe providing the Service Offerings could create a substantial economic or technical burden or material legal or security risk for us, (c) in order to comply with the law or requests of governmental entities, or (d) if we determine that the use of the Service Offerings by you or our provision of any of the Service Offerings to you is impractical, prohibited, or unfeasible for any legal or regulatory reason.

(c) Effect of Termination. Upon the Termination Date:

(i) except as prohibited under applicable law, all your rights under these Terms & Conditions immediately terminate;

(ii) you remain responsible for all fees and charges you have incurred through the Termination Date

(iii) you will immediately cease any use of the Service Offerings and return or, if instructed by us, destroy all SE Content in your possession; and

(iv) Sections 4.2, 7.3 (c), 8 (except the license granted to you in Section 8.4), 9, 10, 11, 13 and 14 of these Terms & Conditions will survive termination and continue to apply in accordance with their provisions.

8. Proprietary Rights.

8.1 Your Content. As between you and SE, you own all right, title, and interest in and to Your Content. Except as provided in this Section 8, SE and its Affiliates obtain no rights under these Terms & Conditions from you or your licensors to Your Content, including any related Intellectual Property Rights. You consent to our use of Your Content to provide the Service Offerings to you. We may disclose Your Content to provide the Service Offerings to you or to comply with any request of a governmental or regulatory body (including subpoenas or court orders).

8.2 Adequate Rights. You represent and warrant to us that: (a) you or your licensors own all right, title, and interest in and to Your Content and Suggestions; (b) you have all rights in Your Content and Suggestions necessary to grant the rights contemplated by these Terms & Conditions ; and (c) none of Your Content or Your use of Your Content or the Service Offerings will violate Section 6 of these Terms & Conditions.

8.3 Service Offerings License. We or our licensors own all right, title, and interest in and to the Service Offerings, and all related technology and Intellectual Property Rights. Subject to the terms of these Terms & Conditions, we grant you a limited, revocable, non-exclusive, non-sub licensable, non-transferrable license to do the following: (a) access and use the SE EXCHANGE PLATFORM and the Service Offerings solely in accordance with these Terms & Conditions; and (b) use the SE Content solely in connection with your permitted use of the SE EXCHANGE PLATFORM and the Service Offerings as further defined in the Service Terms. Except as provided in this Section 8.4, you obtain no rights under these Terms & Conditions from us, our affiliates or our licensors to the Service Offerings, including any related Intellectual Property Rights. Some SE Content and Third-Party Content may be provided to you under a separate license. In the event of a conflict between these Terms & Conditions and any separate license, the separate license will prevail with respect to the SE Content or Third-Party Content that is the subject of such separate license.

8.4 Use Restrictions. You will not use the Service Offerings in any manner or for any purpose other than as expressly permitted by these Terms & Conditions. You will not, or will not attempt to (a) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any Content included in the Service Offerings (except to the extent Content included in the Service Offerings is provided to you under a separate license that expressly permits the creation of derivative works), (b) reverse engineer, disassemble, or decompile the Service Offerings or apply any other process or procedure to derive the source code of any software included in the Service Offerings (except to the extent applicable law doesn’t allow this restriction), (c) access or use the Service Offerings in a way intended to avoid incurring fees or exceeding usage limits or quotas, or (d) resell or sublicense the Service Offerings or make the Service Offerings available as a commercial product or service.

All rights granted to you in the Agreement are conditioned on your continued compliance the Agreement, and will immediately and automatically terminate if you do not comply with any term or condition of these Terms & Conditions.

8.5 Suggestions. If you provide any Suggestions to us or our Affiliates, you hereby irrevocably assign to us all right, title, and interest in and to the Suggestions and we and our Affiliates will be entitled and free to exercise all rights in the Suggestions without restriction and without compensating you; you agree to provide us any assistance we require to document, perfect, and maintain our rights in the Suggestions.

8.6 Intellectual Property Rights. All trademarks, service marks, service or trade names, logos, and other designations of SE and its Affiliates, on SE Exchange Site, the SE EXCHANGE PLATFORM, the Service Offerings, the SE Content and any and all hardware, software and other items used by SE to provide the Service Offerings, are registered trademarks, service marks, service or trade names of SE and/or its Affiliates or its licensors, or are otherwise protected under any applicable Intellectual Property Rights, and may not be copied, imitated, or used, in whole or in part, without SE 's prior written permission. The same shall apply to all page headers, custom graphics, button icons and scripts displayed or otherwise available on SE Exchange Site, the SE EXCHANGE PLATFORM, the Service Offerings, the SE Content and/or any and all hardware, software and other items used by SE to provide the Service Offerings. No transfer or grant of rights under any such trademark, page headers, custom graphics, button icons and scripts or any related Intellectual Property Rights is made or implied by any provision of these Terms & Conditions, Your access to SE Exchange Site or Your use of the SE EXCHANGE PLATFORM, the Service Offerings or the SE Content and any and all hardware, software and other items used by SE to provide the Service Offerings.

Only the right to use the SE Content and/or SE Services is sold to you on the SE EXCHANGE PLATFORM, not the title, copyright and other Intellectual Property Rights in the SE Contents or SE Services made available on the SE EXCHANGE PLATFORM. Any reference in these Terms & Conditions is and shall be construed to be, a reference to the sale of the right to use the related SE Content and/or SE Services.

9. Indemnification.

9.1. By Us. We shall, at our expense, defend or, at our option, settle any claim brought against you that the Service Offerings, the SE Content or SE Services you purchase infringe any third party’s patent, copyright, trademark, trade secret or other Intellectual Property Rights, and pay any final judgments awarded by a court of competent jurisdiction or settlements entered into by us on your behalf. As a condition of our obligation, you must notify us promptly of any claim in writing, give us sole control and authority over the defense or settlement of such claim, and reasonably cooperate with us, at our expense, and provide us with available information in the investigation and defense of such claim. If any Service Offering, or any SE Content or SE Services becomes, or in our opinion is likely to become, the subject of a claim of infringement, we may, at our option, (i) procure, at no cost to you, the right to use such Service Offering, SE Content or SE Services, (ii) modify the Service Offering, SE Content or SE Services or provide a substitute to avoid the infringement, or (iii) terminate these Terms & Conditions with respect to such Service Offering, SE Content or SE Services and refund you a pro-rata portion of any prepaid fees you paid directly attributable to such Service Offering, SE Content or SE Services. We shall have no obligation or liability under this Section 9.1 for any claim of infringement to the extent such infringement is caused by: (a) any breach of these Terms & Conditions or violation of applicable law by you or your employees, subcontractors or agents, (b) your use of the Service Offerings or any Content other than in accordance with these Terms & Conditions, the applicable Documentation or any other instructions or recommendations provided to you by SE, (c) a modification to the Service Offerings, SE Content or SE Services not provided or performed by us, (d) the combination of the Service Offerings, SE Content or SE Services with other hardware, software, content, or services not provided by us, (e) Your Content, Third Party Content, or Open Source Software that is licensed to you under a separate license agreement, or (f) your use of the allegedly infringing Service Offering, SE Content or SE Services after we have provided a non-infringing alternative or after we have terminated these Terms & Conditions for Shop SE Content. This Section 9.1 states our sole obligation and exclusive liability (express, implied, statutory, or otherwise) and your sole remedy for any third-party claims of infringement of any Intellectual Property Right brought against you.

9.2. By You. You shall defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any claim concerning: (a) your use of the Service Offerings (including any activities under your account and use by your employees, subcontractors or agents). or your use of any Content or SE Services; (b) any breach of these Terms & Conditions or violation of applicable law by you or your employees, subcontractors or agents; (c) Your Content, Third-Party Content, or Open Source Software that is licensed to you under a separate license agreement or the combination of Your Content, Third-Party Content or such Open Source Software with other applications, content, or processes, including any claim involving alleged infringement or misappropriation of third-party Intellectual Property Rights by Your Content, Third-Party Content or such Open Source Software or by the use, development, design, production, advertising, or marketing of Your Content, Third-Party Content or such Open Source Software; or (d) a dispute between you and any third-party. If we or our affiliates are obligated to respond to a third-party subpoena or other compulsory legal order or process described above, you will also reimburse us for reasonable attorneys’ fees, as well as our employees’ and contractors’ time and materials spent responding to the third party subpoena or other compulsory legal order or process at our then-current hourly rates. We will promptly notify you of any claim falling under this Section 9.2, but our failure to promptly notify you will only affect your obligations under Section 9.2 to the extent that our failure prejudices your ability to defend the claim. You may: (a) use counsel of your own choosing and reasonably satisfactory to us to defend any claim falling under this Section 9.2; and (b) settle such claim as you deem appropriate, provided that you obtain our prior written consent before entering into any such settlement. If we reasonably determine at any time that any claim falling under this Section 9.2 might adversely affect us, we may take control of the defense of such claim at our expense and without limiting your indemnification obligations hereunder.

10. Disclaimers.

SE DOES NOT MAKE ANY WARRANTY THAT THE SE EXCHANGE PLATFORM OR THE SERVICE OFFERINGS, INCLUDING ALL CONTENT OR OTHER FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE THEREON OR PROVIDED IN CONNECTION THEREWITH, WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, NOR DOES SE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM YOUR USE OF THE EXCHANGE PLATFORM, THE SERVICE OFFERINGS OR ANY CONTENT AVAILABLE THEREON, OR AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE USE OF THE SE EXCHANGE PLATFORM OR THE SERVICE OFFERINGS. YOU ASSUME FULL AND SOLE RESPONSIBILITY FOR YOUR USE OF THE EXCHANGE PLATFORM, THE SERVICE OFFERINGS OR ANY CONTENT AVAILABLE THEREON. YOUR SOLE REMEDY AGAINST SE FOR DISSATISFACTION WITH THE EXCHANGE PLATFORM, THE SERVICE OFFERINGS OR ANY CONTENT AVAILABLE THEREON IS TO STOP USING THEM.

WHILE SE TAKES REASONABLE CARE TO ENSURE THAT THE INFORMATION ACCESSIBLE ON OR THROUGH THE SE EXCHANGE PLATFORM OR THE SERVICE OFFERINGS AND THE INFORMATION PERTAINING TO THE SE CONTENT AVAILABLE THEREON IS KEPT UP TO DATE, SE SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGES OR LOSSES ARISING DIRECTLY OR INDIRECTLY AS A RESULT OF ANY OF SUCH INFORMATION NOT BEING ACCURATE, COMPLETE OR UP TO DATE.IN PARTICULAR, WHEN MACHINE TRANSLATION FUNCTION IS MADE AVAILABLE TO YOU ON SE EXCHANGE PLATFORM, YOU MIGHT BE ABLE TO VIEW CERTAIN CONTENT IN THE TRANSLATED LANGUAGE AS YOU SELECT, SE DOES NOT WARRANT ACCURACY OF THE TRANSLATED CONTENT AND TAKES NO LIABILITY WHATSOEVER RELATED TO YOUR USE OF ANY SUCH TRANSLATION FUNCTION.

ALTHOUGH SE MAKES EVERY ENDEAVOR TO KEEP THE SE EXCHANGE PLATFORM, THE SERVICE OFFERINGS AND THE SE CONTENT FREE FROM VIRUSES OR OTHER CONTAMINATION FEATURES, AND DUE TO THE INHERENT RISKS OF TELECOMMUNICATIONS AND TRANSFER OF DATA OVER THE INTERNET, SE CANNOT WARRANT THAT THE SE EXCHANGE PLATFORM, THE SERVICE OFFERINGS OR THE SE CONTENT SHALL BE FREE FROM VIRUSES OR OTHER CONTAMINATION FEATURES. SE SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGES OR LOSSES RESULTING FROM VIRUSES, MALICIOUS CODES OR CORRUPTION OF DATA THROUGH ACCESS TO AND/OR USE OF THE SE EXCHANGE PLATFORM, THE SERVICE OFFERINGS OR THE SE CONTENT.

YOU ACKNOWLEDGE THAT ACCESS TO AND USE OF THE SE EXCHANGE PLATFORM, THE SERVICE OFFERINGS OR THE CONTENT MAY BE SUBJECT TO LIMITATIONS, DELAYS AND POTENTIAL FAILURE INHERENT TO INTERNET CONNECTIVITY OR OTHER TELECOMMUNICATION NETWORKS AND FACILITIES. YOU ACKNOWLEDGE THAT COMPUTER AND TELECOMMUNICATIONS SYSTEMS ARE NOT FAULT-FREE AND OCCASIONAL DOWNTIME MAY OCCUR. SE MAKES NO WARRANTY THAT ACCESS TO THE SE EXCHANGE PLATFORM, THE SERVICE OFFERINGS OR THE CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT FAILURE OR DEFECTS THEREOF, IF ANY, WILL BE CORRECTED OR THAT CONTENT LOSS WILL NOT OCCUR. SE SHALL NOT BE RESPONSIBLE FOR ANY DELAY OR FAILURE IN ACCESS TO AND/OR USE OF THE SE EXCHANGE PLATFORM, THE SERVICE OFFERINGS OR THE CONTENT OR FOR ANY LOSS OR DAMAGE RESULTING FROM THE AFORESAID LIMITATIONS, DELAYS OR POTENTIAL FAILURE.

SE RESERVES THE RIGHT TO DO ANY OF THE FOLLOWING, AT ANY TIME, WITHOUT NOTICE: (1) TO MODIFY, SUSPEND OR TERMINATE OPERATION OF OR ACCESS TO THE SE EXCHANGE PLATFORM, THE SERVICE OFFERINGS OR THE CONTENT, OR ANY PORTION THEREOF, FOR ANY REASON; (2) TO MODIFY OR CHANGE THE SE EXCHANGE PLATFORM OR THE SERVICE OFFERINGS, OR ANY PORTION THEREOF, AND ANY APPLICABLE POLICIES; AND (3) TO INTERRUPT THE OPERATION OF THE SE EXCHANGE PLATFORM OR THE SERVICE OFFERINGS, OR ANY PORTION THEREOF, AS NECESSARY TO PERFORM ROUTINE OR NON-ROUTINE MAINTENANCE, ERROR CORRECTION OR OTHER CHANGES. YOU UNDERSTAND THAT ACCESS TO AND/OR USE OF THE SE EXCHANGE PLATFORM, THE SERVICE OFFERINGS OR THE CONTENT MAY BE INTERRUPTED OR COMPLETELY UNAVAILABLE FOR PERIODS OF TIME DUE TO CERTAIN CAUSES WHICH MAY INCLUDE, WITHOUT LIMITATION, MAINTENANCE WORK.

TO THE FULLEST EXTENT PERMITTED BY LAW AND WITHOUT PREJUDICE TO ANY STATUTORY WARRANTIES THAT CANNOT BE EXCLUDED BY CONTRACT, SE MAKES NO ADDITIONAL WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SE EXCHANGE PLATFORM, THE SERVICE OFFERINGS OR THE CONTENT, INCLUDING BUT NOT LIMITED TO WARRANTIES OF SATISFACTORY QUALITY, MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHT, UNDER THESE TERMS & CONDITIONS FOR SHOP SE CONTENT.

ANY SERVICE OFFERINGS AND ANY CONTENT MADE AVAILABLE ON, PROVIDED IN CONNECTION WITH OR ACCESSIBLE THROUGH THE SE EXCHANGE PLATFORM, IS PROVIDED "AS IS." TO THE FULLEST EXTENT PERMISSIBLE BY LAW, SE MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER FOR THE SERVICE OFFERINGS OR THE CONTENT OTHER THAN THOSE REPRESENTATIONS OR WARRANTIES SPECIFICALLY AGREED UPON BY SE UNDER SERVICE TERMS OR APPLICABLE TO THE SERVICE OFFERINGS OR THE CONTENT.

11. Limitations of Liability.

SE, ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), ARISING FROM OR IN CONNECTION WITH: (A) THE AGREEMENT; (B) YOUR ACCESS OR USE OF, OR THE INABILITY TO ACCESS OR USE, THE SE EXCHANGE PLATFORM, THE SERVICE OFFERINGS OR THE CONTENT; (C) THE SE CONTENT, SE SERVICES OR OTHER FUNCTIONS, MATERIALS AND INFORMATION PROVIDED BY SE IN CONNECTION WITH OR ACCESSIBLE THROUGH THE SE EXCHANGE PLATFORM; OR (D) YOUR CONTENT OR THIRD-PARTY CONTENT, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS.

FURTHER, NEITHER SE NOR ANY OF ITS AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SE EXCHANGE PLATFORM, THE SERVICE OFFERINGS OR THE CONTENT, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THESE TERMS & CONDITIONS OR YOUR USE OF OR ACCESS TO THE SE EXCHANGE PLATFORM, THE SERVICE OFFERINGS OR THE CONTENT, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE TERMS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SE EXCHANGE PLATFORM, THE SERVICE OFFERINGS OR THE CONTENT FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THESE TERMS & CONDITIONS OR YOUR USE OF OR ACCESS TO THE SE EXCHANGE PLATFORM, THE SERVICE OFFERINGS OR THE CONTENT; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO THE SE EXCHANGE PLATFORM, THE SERVICE OFFERINGS OR THE CONTENT.

IN ANY CASE SE’S AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS & CONDITIONS, THE SE EXCHANGE PLATFORM, THE SERVICE OFFERINGS AND THE CONTENT WILL NOT EXCEED YOUR ACTUAL DIRECT DAMAGES UP TO AND WITHIN THE LIMIT OF (A) THE TOTAL AMOUNT WITHOUT TAX YOU ACTUALLY PAID UNDER THESE TERMS & CONDITIONS INCLUDING ANY SERVICE TERMS DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM FOR THE SERVICE OFFERINGS OR THE SE CONTENT(S) OR THE SE SERVICES WITH RESPECT TO WHICH LIABILITY IS CLAIMED, OR (B) TWENTY-FIVE (25) DOLLARS IN CASE THE SERVICE OFFERINGS OR THE SE CONTENT(S) OR SE SERVICES IS MADE AVAILABLE TO YOU FREE OF CHARGE OR OTHER FEE.

12. Modifications to these Terms & Conditions.

These Terms & Conditions as in force at the time You make use of any Service Offerings through the SE EXCHANGE PLATFORM, will govern your use of the SE EXCHANGE PLATFORM and the Service Offerings and will serve as the related contract between you and SE. SE reserves the right, at its sole discretion, to amend, add or remove any provision to or from these Terms & Conditions at any time. Any such amendment, addition or removal to these Terms & Conditions will be posted by SE on the SE EXCHANGE PLATFORM. SE recommends that every user of the SE EXCHANGE PLATFORM visits it on a regular basis, and it shall in any case be your responsibility to check the then-current Terms & Conditions prior to making use of the SE EXCHANGE PLATFORM and/or the Service Offerings. Your continued use of any Service after any amendment, addition or removal to these Terms & Conditions for is published by SE, shall be deemed as your acceptance and agreement to the changed Terms & Conditions. In the event you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the SE EXCHANGE PLATFORM and the Service Offerings.

13. Miscellaneous.

13.1 Assignment. You may not assign transfer or otherwise dispose of these Terms & Conditions or any rights or obligations hereunder, by operation of law or otherwise, without SE’s prior written approval and any such attempted assignment shall be void. SE reserves the right to freely assign, transfer or otherwise dispose of these Terms & Conditions and the rights and obligations hereunder, to any Affiliate or successor-in-interest without notice or consent. Subject to the foregoing, these Terms & Conditions shall be binding upon and inure to the benefit of the parties hereto, their successors and permitted assigns.

13.2 Entirety. These Terms & Conditions incorporates the Policies by reference and is the entire agreement between you and us regarding the subject matter of these Terms & Conditions. This Terms & Conditions supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether oral, electronic or written, regarding the subject matter of these Terms & Conditions. We will not be bound by any term, condition or other provision that is different from or in addition to the provisions of these Terms & Conditions (whether or not it would materially alter these Terms & Conditions) such as but not limited to any term, condition or other provision (a) submitted by you in relation to any Order Document, receipt, acceptance, confirmation, correspondence or other document, or (b) related to any questionnaire or process that you submit or require us to complete. If the terms of these Terms & Conditions are inconsistent with the terms contained in any of our Policies, the terms contained in these Terms & Conditions will control, except that the Service Terms will control over these Terms & Conditions to the only extent the Service Terms conflict with these Terms & Conditions.

13.3 Force Majeure. SE and its Affiliates will not be liable for any delay or failure to perform any obligation under these Terms & Conditions where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, cyber attack, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

13.4 Governing Law. This Terms & Conditions shall be exclusively governed by the laws of the state of Delaware, to the exclusion of its conflict of law rules. The United Nations Convention for the International Sale of Goods does not apply to these Terms & Conditions.

13.5 Disputes. Any dispute between You and SE arising out of or in connection with these Terms & Conditions or any of the Service Offerings, whether based on contract, warranty, tort (including negligence), strict liability, statute or otherwise, which cannot be amicably settled, shall in all cases be finally settled according to the law governing these Terms & Conditions as defined above, by the competent courts for and in the state of Delaware exclusively. Each party forever waives and agrees not to assert any defense that is based upon an argument that the courts mentioned in this paragraph lack personal jurisdiction, that venue is improper or that the forum is inconvenient. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THESE TERMS & CONDITIONS OR ANY OF THE SERVICE OFFERINGS.

You acknowledge and accept that SE will be irreparably damaged (and damages at law may be an inadequate remedy) if You breach any provision of these Terms & Conditions and such provision is not specifically enforced. Therefore, in the event of a breach or threatened breach by You of these Terms & Conditions, SE shall be entitled, in addition to all other rights or remedies, to (i) an injunction or other injunctive relief restraining such breach, without being required to show any actual damage or to post an injunction or other bond; and/or (ii) a decree for specific performance of the applicable provision of these Terms & Conditions, to the extent permitted by applicable law in the country where SE has its registered office and/or, as relevant in the context, where You will use the Service Offerings, on both federal and state levels when applicable.

13.6 Trade Compliance. In connection with these Terms & Conditions, each party will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that apply to U.S. companies, such as the Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions programs implemented by the Office of Foreign Assets Control. For clarity, you are solely responsible for compliance related to the manner in which you choose to use the Service Offerings, and the laws and regulations applicable in the SE region in which any of the foregoing occur. You represent and warrant that you and your financial institutions, or any party that owns or controls you or your financial institutions, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government and competent departments at federal or state level, the European Union or its Member States, or other applicable government authority. Further,

(i) You represent and undertake to comply with related applicable US, EU and other national and international export control laws and/or regulations applicable to your purchase of SE Content.

(ii) Unless applicable export license(s) have been obtained from the relevant authority and SE has approved, SE Content and SE Services shall not be (a) be exported and/or re-exported to any destination and party (may include but not limited to an individual, group and/or legal entity) restricted by the applicable export control laws and/or regulations; or (b) be used for those purposes and fields restricted by the applicable export control laws and/or regulations.

(iii)You shall not use, transfer or access any SE Content or SE Services for end use relating to any nuclear, chemical or biological weapons, or missile technology unless authorized by the U.S. government by regulation or specific license. Should the need arise, an end user certification maybe requested to confirm the end use of the SE Content.

(iv) You acknowledge and agree that certain SE Content or SE Services containing encryption may require authorization from the U.S. and other competent authorities including the European Union, prior to export. You also acknowledge and agree that certain SE Content or SE Services containing encryption may be subject to import or use restrictions in other countries.

(v) If any necessary or advisable licenses, authorizations or approvals are not obtained, whether arising from inaction by any relevant government authority or otherwise, or if any such licenses, authorizations or approvals are denied or revoked, or if the applicable export control laws and/or regulations would prohibit SE from fulfilling any order placed by you on SE EXCHANGE PLATFORM, or would in SE’s judgment otherwise expose SE to a risk of liability under the applicable export control laws and/or regulations if it fulfills such order, SE shall be excused from all obligations under such order with you and to the extent permitted by law, payment made by you will be refunded.

(vi) You hereby represent and warrant that neither the United States Bureau of Industry Security nor any other United States federal agency, nor any other international agency or government has suspended, revoked or denied its export privileges. If SE receives notice that you are or become identified as a sanctioned or restricted party under applicable law, SE shall have the right to immediately terminate the Agreement with you, close Your Account and disable your access to the SE EXCHANGE PLATFORM if SE’s performance of the Agreement would result in violation of the sanctions or restrictions.

(vii)You shall indemnify, defend and hold SE harmless, to the fullest extent permitted by law, from and against any fines or penalties that may arise as a result of your breach of this Section. This section will survive termination the Agreement indefinitely.

(viii) If you have any questions regarding your obligations under United States of America export regulations, you should contact the Bureau of Industry and Security, United States Department of Commerce, Exporter Counseling Division, Washington DC. U.S.A. (202) 482-4811, or e-mail your inquiry to the Export Counseling Division of the Office of Exporter Services at: ECDOEXS@bis.doc.gov https://www.bis.doc.gov.

13.7 Independent Contractors; Non-Exclusive Rights. We and you are independent contractors, and these Terms & Conditions will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other.

13.8 Language. All communications and notices made or given pursuant to these Terms & Conditions must be in the English language. If we provide a translation of the English language version of these Terms & Conditions, the English language version of these Terms & Conditions will control if there is any conflict.

13.9 Confidentiality and Publicity. You may use SE Confidential Information only in connection with your use of the Service Offerings as permitted under these Terms & Conditions. You will not disclose SE Confidential Information during the Term or at any time during the 5-year period following the end of the Term. You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of SE Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature.

You will not issue any press release or make any other public communication with respect to these Terms & Conditions or the Service Offerings without SE prior express consent in writing. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors). You will not imply any relationship or affiliation between us and you except as expressly permitted by these Terms & Conditions.

13.10 Notices.

(a) To You. We may provide any notice to you under these Terms & Conditions by: (i) posting a notice on the SE EXCHANGE PLATFORM; or (ii) sending a message to the email address then associated with your Account. Notices we provide by posting on the SE EXCHANGE PLATFORM will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your Account when we send the email, whether or not you actually receive the email.

(b) To Us. Any notice by You to SE shall be in writing sent by overnight courier or registered or certified mail to the address of SE’s registered office and shall include the words: “Attention SE Legal Department”. Notices provided by email transmission or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail, return receipt requested, will be effective three business days after they are sent.

13.11 No Waivers. The failure by us to enforce any provision of these Terms & Conditions will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.

13.12 Severability. If any portion of these Terms & Conditions is held to be invalid or unenforceable, the remaining portions of these Terms & Conditions will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from these Terms & Conditions but the rest of these Terms & Conditions will remain in full force and effect.

14. Definitions.

“Account” means the account You create to access and use the SE EXCHANGE PLATFORM.

“Account Information” means information about you that you provide to us in connection with the creation or administration of your Account. Account Information includes and may not be limited to names, user names, phone numbers, email addresses and billing information associated with your Account.

“Affiliates” means, with respect to each of SE and the legal person you represent, any corporation, company or other legal entity that is directly or indirectly (i) controlling SE or such legal person, or (ii) controlled by SE or such legal person, or (iii) under common control with, respectively, SE or such legal person, and the term “control” shall, for the purpose of this definition, mean the direct or indirect control of at least 50% of the stock capital and/or of the voting rights. With respect to SE, AVEVA Group Plc. and all its subsidiaries shall not be deemed as Affiliates of SE.

“API” means an application program interface.

“Content” means digital content with or without physical medium, such as but not limited to, Documentation, sample code, software, libraries, command line tools, other related technology,-software, Software as a Service ("SaaS") solution, mobile applications, cloud-based applications or services , API, datasets including those used as entry data to analytics APIs, reference designs, ready-to-use Tested, Validated, and Documented Architectures (TVDAs), application notes, SDK, text, audio, video, images, graphics, drawings, schematics, photos, literature, databases, algorithms, all associated services or aggregated files or data.

“Datasets” means a collection of related sets of information or data, which are composed of separate elements with associated qualifying parameters, that can be manipulated as a single unit.

“Downloadable SE Content” means certain downloadable SE Content, which shall mainly consist in Datasets, reference designs, ready-to-use Tested, Validated, and Documented Architectures (TVDAs), application notes and SDK.

“SDK” means a software development kit, which is a set of tools that allows the creation of applications for a certain software, software framework, hardware platform, or similar development platform.

“Documentation” means the developer guides, getting started guides, user guides, quick reference guides, and other technical and operations manuals and specifications related to the Service Offerings or the Content, as such documentation may be updated by us from time to time.

“Intellectual Property Rights” means any and all rights of any kind and any type arising under statute, regulation, ordinance, common law, treaty, convention or otherwise, and including, without limitation any patents, utility models, moral rights, copyright and neighboring rights, trademarks and trade dress rights, mask work rights, service marks, right in domain names, designs rights, rights in computer software, database rights, rights in confidential information (including right in know-how and trade secrets) and any other proprietary rights, in each case whether registered or not, including but not limited to applications and renewals, and all rights and forms of protection having equivalent or similar effect, recognized under the laws of each and every jurisdiction throughout the world.

“Losses” means any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees).

“Open Source Software” means software available under a separate license that permits the recipient of such software to copy, modify, and distribute such software to anyone.

“Payment Processor” means the third-party provider engaged by SE from time to time to process electronic payments for any purchase facilitated through the SE EXCHANGE PLATFORM and any related payment services. Currently the Payment Processor is Bluesnap, Inc. (including its affiliates which are involved in provision of the payment services, jointly referred to as “Bluesnap”), which may be changed by SE from time to time. With new payment methods such as wire transfer which may be added and made available on SE EXCHANGE PLATFORM, you may also select and use a payment method without involvement of the Payment Processor for a purchase facilitated through the SE EXCHANGE PLATFORM.

“Policies” means the Privacy Policy, the Service Terms, all restrictions described in the SE Content, on the SE EXCHANGE Site and/or the EXCHANGE PLATFORM, and any other policy or terms referenced in or incorporated into these Terms & Conditions, but does not include whitepapers or other marketing materials referenced on the SE EXCHANGE Site or the EXCHANGE PLATFORM.

“SE API” means API made available on SE EXCHANGE PLATFORM by us, including our Affiliates.

“SE Confidential Information” means all nonpublic information disclosed by us, our Affiliates, business partners or our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. SE Confidential Information includes: (a) nonpublic information relating to our or our Affiliates or business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that we are obligated to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between you and us or our Affiliates. SE Confidential Information does not include any information that: (i) is or becomes publicly available without breach of these Terms & Conditions; (ii) can be shown by documentation to have been known to you at the time of your receipt from us; (iii) is received by you from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by you without reference to the SE Confidential Information.

“SE Content” means any Content that SE or any of its Affiliates make available on the SE EXCHANGE PLATFORM. SE Content may be provided free of charge ( referred to as “Non-Monetized”) or against payment of fee (“Monetized), as indicated on the description page of such SE Content. SE Content does not include the Service Offerings or Third-Party Content.

“SE SaaS Solution” means the cloud-based software as a service solutions made available by SE or its Affiliates on SE EXCHANGE PLATFORM.

“SE Services” means the on-line training services, warranty services and any other services made available by SE or its Affiliates on SE EXCHANGE PLATFORM for purchase by Users.

“SE EXCHANGE PLATFORM” means Schneider Electric Exchange platform, owned and made available by SE to provide access to and use of the Service Offerings, as hosted on SE EXCHANGE Site.

“SE EXCHANGE Site” means the website located at https://exchange.se.com which URL is a sub-domain of the domain name registered and owned for https://se.com by SE Industries SAS, (and any successor or related site designated by us), as may be updated by us from time to time.

“Service Offerings” means the provision by SE of the access and possibility to use the SE EXCHANGE PLATFORM for the sole and restricted purpose to allow you, as per your election, to do one or more of the following according to the Service Terms : (i) purchase Monetized SE Content, (ii) make remote use or download from the SE EXCHANGE PLATFORM Non-Monetized SE Content and purchase SE Services.

“Service Terms” means the description of each of the Service Offerings and the related rights and restrictions for your use of each of the Service Offerings, located in Schedule 1 hereto, as may be updated by us from time to time.

“Suggestions” means all suggested improvements, ideas or other feedback about the SE EXCHANGE PLATFORM and/or the Service Offerings that you provide to us.

“Term” means the term of the Agreement described in Section 7.1.

“Termination Date” means the effective date of termination provided in accordance with Section 7, in a notice from one party to the other.

“Third-Party Content” means any Content published or otherwise made accessible by any third party on the SE EXCHANGE PLATFORM including through said third-party’s own website(s) accessible through hyperlink on EXCHANGE PLATFORM, which may be available in English language or local language as provided by such third party.

“Your Content” means your Account Information or any Content that (a) you upload to SE EXCHANGE PLATFORM under your Account or you otherwise transfer, process, use, or store in connection with your Account, (b) you interface with the SE EXCHANGE PLATFORM or the Service Offerings, or (c) you provide in connection with SE EXCHANGE PLATFORM or the Service Offerings.

Schedule 1

Service Terms

THE SERVICE TERMS STATED IN THIS SCHEDULE ARE INCORPORATED IN AND SUBJECT TO THE TERMS & CONDITIONS TO WHICH THESE SERVICE TERMS ARE APPENDED.

THESE SERVICE TERMS PROVIDE FOR THE DESCRIPTION OF THE SERVICE OFFERINGS AND THE RELATED CONDITIONS AND RESTRICTIONS APPLICABLE TO YOUR USE OF THE SERVICE OFFERINGS AND THE CONTENT MADE AVAILABLE THEREUNDER. THESE SERVICE TERMS APPLY ONLY TO THE SPECIFIC SERVICE OFFERINGS AND THE CONTENT MADE AVAILABLE THEREUNDER TO WHICH THE SERVICE TERMS RELATE.

ALL CONDITIONS AND RESTRICTIONS CONTAINED IN THESE SERVICE TERMS ARE IN ADDITION TO AND NOT IN LIEU OF THE PROVISIONS SET FORTH IN THE TERMS & CONDITIONS.

IN THE EVENT OF A CONFLICT BETWEEN THE PROVISIONS OF THESE SERVICE TERMS AND THE PROVISIONS OF THE TERMS & CONDITIONS, THE PROVISIONS OF THESE SERVICE TERMS SHALL CONTROL, BUT ONLY TO THE EXTENT OF SUCH CONFLICT.

UNLESS OTHERWISE DEFINED HEREIN, ALL CAPITALIZED TERMS USED IN THESE SERVICE TERMS SHALL HAVE THE MEANING SET FORTH IN THE TERMS & CONDITIONS.

A. Service Terms for Monetized SE Content and SE Services

1. SE publishes and thereby makes available on SE EXCHANGE PLATFORM Monetized SE Content and SE Services against payment of a fee as specified in the description page of the applicable SE Content or SE Services.

2. All SE Monetized Content published on the SE EXCHANGE PLATFORM are SE Content and any provisions of the Terms & Conditions shall apply to such Monetized SE Content.

3. Subject to these Service Terms, You are granted a license to use such Monetized SE Content or SE Services in accordance with these Services Terms and the applicable terms of use or end user license agreement that accompanies such Monetized SE Content or SE Services, or in case of no terms of use or end user license agreement accompanying such Monetized SE Content or SE Services, you are granted a limited, non-exclusive, personal, revocable, non-transferable, non-sub-licensable, license right to use such Monetized SE Content or SE Services, as an end-user and within the framework of your ordinary course of business, for the duration and subject to other condition as specified in the description of such Monetized SE Content or SE Content. SE, its Affiliate(s) or its licensors own and shall retain all right, title, and interest in and to the Monetized SE Content or SE Services published on SE EXCHANGE PLATFORM, and all related technology and Intellectual Property Rights. The license granted to you under these Service Terms does not convey to you any title, Intellectual Property Right or interest in or to the Monetized SE Content or SE Services other than those expressly granted to you under these Service Terms or the applicable terms of use or end user license agreement.

4. Price and Other Conditions

4.1 For each Monetized SE Content, its license fee and relevant conditions (including but not limited to any time or user number or data references restriction for the license), and other specific conditions of sale applicable to the considered Monetized SE Content are defined on the product description or price pages of the considered Monetized SE Content on the SE EXCHANGE PLATFORM Your use of Monetized SE Content must comply with the conditions accompanying such Monetized SE Content, the accompanying terms of use and the provisions of these Terms and Conditions.

4.2 For a Monetized SE Content made available on subscription model on SE EXCHANGE PLATFORM, the duration, renewal and termination of your subscription of such SE Monetized SE Content, shall follow below provisions:

Unless otherwise provided in the product description or price page for the Monetized SE Content on SE EXCHANGE PLATFORM, the time period during which the Monetized SE Content is made available to you (“Subscription Period”) normally shall start on the date of your subscription (or on the date of your signature of the Commissioning Services’ acceptance report in case of purchase of a SE SaaS Solution) and continue for the period as defined according to the subscription choice selected by you at time of your purchase on SE EXCHANGE PLATFORM.

"Commissioning Services" means (a) any and all operations and tasks relating to the installation, configuration, setup and/or commissioning of the products, equipment and accessories provided to you by SE, its Affiliates or its authorised distributors, at the operating site(s) designated by you within your organisation with a view to enable the connection of said products, equipment and accessories to the SE SaaS Solution and to communicate your data to the cloud platform of the SE SaaS Solution for processing; or (b) when the SE SaaS Solution is technically not requiring to communicate with specific products, equipment and accessories, any and all operations and tasks relating to the installation, configuration, setup and/or commissioning of the SE SaaS Solution with or with your operating environment with a view to enable the communication between the SaaS Solution and the operating site(s) designated by you within your organisation.

The product description or price page for a Monetized SE Content on SE EXCHANGE PLATFORM may offer different subscription choices for selection by you. For illustration purpose, the subscription choices may include the following and any other options as provided on SE EXCHANGE PLATFORM:

(i)fixed term with automatic renewal for a next term same as the current one if no notice of non-renewal is selected by you before the expiration of the then current term and the instruction on how to provide notice of non-renewal of your subscription will be provided to you on the SE EXCHANGE PLATFORM;

(ii)fixed term which can only be renewed by your express selection of renewal before the expiration of the then current terms and the instruction on how to renew your subscription will be provided to you on the SE EXCHANGE PLATFORM;

(iii) open term which does not have an end date and the subscription expires upon your selection to terminate the subscription according to the notice period as specified on the SE EXCHANGE PLATFORM and the instruction on how to terminate your subscription will be provided to you on the SE EXCHANGE PLATFORM.

The renewal or cancelation of the Subscription by you shall be made in accordance with the subscription choice made by the Customer.

Please note that if you choose the subscription of fixed term with automatic renewal for a Monetized SE Content, your subscription for the Monetized SE Contents shall automatically renew at the end of the current service period and you will be charged for the then-current price for subscription to that Monetized SE Content for the renewal term. You must terminate Your subscription before the renewal date to avoid being billed for the renewal. SE shall be entitled to bill such price amount on the method of payment you used to purchase that Monetized SE Content from the SE EXCHANGE PLATFORM. In case you used a method of payment for which no such record can exist, the invoice corresponding to the renewal of your subscription shall be sent to you for payment.

Please note that if you choose the subscription of fixed term which can only be renewed by your express selection of renewal before the expiration of the then current terms for a Monetized SE Content, your failure to renew the subscription according to the instruction as provided to you on the SE EXCHANGE PLATFORM will result in automatic termination of your access to the SE SaaS Solution offer upon the expiration of the then current term of your subscription and SE shall not be responsible in any way for any loss or damage that you may suffer related to or arising out of such termination of your access. It is your responsibility to timely back up your data and take any other actions as necessary to ensure continuity of your operation.

4.3. In the event that a maximum number of your data references and/or users in respect of which a Monetized SE Content may be used by you (“Metrics”) are defined in the product description or price page of such Monetized SE Content on SE EXCHANGE PLATFORM, any use by you of the Monetized SE Content in excess of the Metrics may, according to the conditions defined in the product description or price page of such Monetized SE Content on SE EXCHANGE PLATFORM, give rise to additional billing to your expense.

4.4 For each SE Service, the applicable fee or price, the terms and conditions related to provision of the SE Services and other specific conditions of sale applicable to the SE Service are defined or provided on the product description or price page of the considered SE Service on the SE EXCHANGE PLATFORM.

4.5 License fee of Monetized SE Content and the fee for SE Services are subject to change from time to time by SE without specific notice and the changed price only applies to any purchase made after the new price is published on SE EXCHANGE PLATFORM, including any renewal effective thereafter.

4.6 All prices do not include taxes, duties or any other governmental levies, all of which are payable by you. All present or future sales taxes, revenue or excise taxes, value-added taxes, import and export duties and any other taxes, surcharges or duties now existing or hereafter imposed by governmental authorities due on the supply of Monetized SE Content or SE Services to you (“Indirect Taxes”) shall be computed on the price and, depending on the related payment liability rules applicable in each relevant jurisdiction, either be invoiced by SE to you in addition to the price, or be self-assessed by you according to the reverse charge mechanism.

If we invoice a provision of Monetized SE Content or SE Services without Indirect Taxes, where such Indirect Taxes should have been charged, you accept to pay to us such Indirect Taxes computed on the initial price in addition to the initial amount paid, provided corrective invoice is issued by us.

If you need to withhold or deduct taxes from payments to us as required by applicable law, you shall promptly pay the amount deducted to the appropriate governmental authority and you shall not be required to increase the payment to us as such payment to the governmental authority shall be deemed payment to us. You shall provide us with appropriate documentation evidencing that such taxes have been duly paid to the governmental authority, within one month after payment of such taxes. Such justification shall comply with the legal and formal requirements of the tax authorities of our country of establishment. If not, you shall assist us in obtaining any additional document or certificate requested by us.

5. Ordering Process

In order to complete the purchase of license for Monetized SE Content or SE Services on the SE EXCHANGE PLATFORM, the following order process shall apply:

1) You browse through the SE EXCHANGE PLATFORM and select any Monetized SE Content or SE Services of interest to you on the dedicated page(s) presenting the Monetized SE Content or SE Services.

2) Provided that we do not reject your qualification to purchase Monetized SE Content or SE Services for which you have expressed your interest, you may proceed with the purchase of said Monetized SE Content on the SE EXCHANGE PLATFORM.

3) You carefully read and make sure you understand on such dedicated page(s) presenting the Monetized SE Content or SE Services you have selected:

(i) The specific conditions of sale which relate to that Monetized SE Content or SE Services such as but not limited to the license fee, the subscription amount or any other fee applicable to that Monetized SE Content or SE Services, the payment terms, the service period if applicable, the version and the technical compatibilities of that Monetized SE Content or the SE Services;

(ii) The Terms and Conditions for Shop SE Content; and

(iii) any end user license agreements or other terms of use applicable to the Monetized SE Content or service terms applicable to the SE Services, you have selected, as such legal terms are accessible through hyperlink or upon demand.

4) You add the Monetized SE Content or the SE Services you have selected into the purchase cart of the SE EXCHANGE PLATFORM.

5) You confirmed you have read and you agree to each of:

(i) The specific conditions of sale which relate to that Monetized SE Content or the SE Services such as but not limited to the license fee, the subscription amount or any other fee applicable to that Monetized SE Content or SE Services, the payment terms, the service period if applicable, the version and the technical compatibilities of Monetized SE Content or the SE Services; and

(ii) The Terms and Conditions for Shop SE Content; as accessible through hyperlink, and,

(iii) any end user license agreements or other terms of use applicable to the Monetized SE Content or service terms applicable to the SE Services, you have selected, as such legal terms are accessible through hyperlink or upon demand.

Before you validate your selection and thereby confirm your purchase cart, we recommend you to review your purchase cart carefully before proceeding with its confirmation as no refund will be made after you confirm your purchase cart unless otherwise expressly stated in the Terms & Conditions or on the SE EXCHANGE PLATFORM.

6) You validate your selection and thereby confirm your purchase cart on the check-out page of the SE EXCHANGE PLATFORM.

7) You select your payment method and enter the required information on the payment method you have selected.

8) A summary of (i) the Monetized SE Content or the SE Services you have selected into the purchase cart of SE EXCHANGE PLATFORM, and (ii) the payment method you have selected, shall then be displayed on the screen page of SE EXCHANGE PLATFORM, with a button “Confirm Order” or “Back”.

Only if you click on the button “Confirm Order”, you thereby confirm your consent to proceed with payment and we shall confirm your Order by email subject to pre-validation of your payment.

9) Upon our confirmation of your order, you will be able to see the corresponding invoice in the library on the SE EXCHANGE PLATFORM, however, if your order is for subscription of certain Monetized SE Content or the SE Services with a start date later than the order date, you will receive the invoice or be able to see the corresponding invoice in the library on the SE EXCHANGE PLATFORM on or before the start date of your subscription.

10) Upon our confirmation of your order, the Monetized SE Content or SE Services you have ordered is delivered to you by sending you, as applicable, the download link or other link giving access to the Monetized SE Content or the SE Services, however if your order is for a license-based Monetized SE Content, the delivery will only be made to you upon our receipt of your payment .

Our order process allows you to check and amend any errors before submitting your Order to us. Please take the time to read and check your order at each stage of the order process. Once you confirm the order and proceed with payment, you will not be able to cancel or terminate the order.

In case of payment by bank wire transfers, confirmation of your Order may not be conditioned upon receipt of Your payment by the SE, but SE may then terminate your Order and your access to the Monetized SE Content or SE services if SE does not receive your payment within the payment term assigned to the concerned Monetized SE Content or SE Services, in such last case, and to the extent permitted by applicable law, SE reserves the right to collect any applicable payment rejection costs or other fees and to invoice You the price or subscription amount of the concerned SE Contents or SE Services for the period of time during which you have been given the possibility to use it before termination of your order.

6. Payment

All payment for license fee of Monetized SE Content or fee for the SE Services must be made in the currency as indicated in the price on the page of the SE EXCHANGE PLATFORM providing for the description of the considered Monetized SE Content or SE Services by debit cards or credit cards or bank wire transfers.

In case of your subscription of any SE Content for a specific period, the subscription fee will be paid monthly or annually (as specified on the product description or price page of the SE Content) and processed automatically through the debit card or credit card for which you give us consent to save, until the expiration of your then current subscription period.

We will not be responsible for any misuse or fraudulent use of any payment methods that are not detected by the authentication and payment authorization procedures of your debit card, credit card or wire transfer merchant(s).

When you choose a payment method to proceed with payment of any Monetized SE Content or SE Services you purchase from SE EXCHANGE PLATFORM, you represent that (i) you are authorized to use such payment method, (ii) any payment information you communicate is true and accurate, and you grant SE the right to charge You for the price of any Monetized SE Content or SE Services you purchased by using that payment method.

Before proceeding with any payment on SE EXCHANGE PLATFORM, you agree to update the information you have provided to create Your User Account in order to enable us to complete your purchase and contact you if needed. We will not reissue any invoice which we have issued on the basis of false, inaccurate or incorrect information you provided to create your User Account.

Your debit card or credit card details will be kept in order to facilitate refund (if any), recurring payments and subsequent purchases on SE EXCHANGE PLATFORM.

If any payment to SE is returned unpaid, rejected or denied, SE reserves the right to collect any applicable payment rejection costs or other fees as permitted by applicable law.

7. Cancellation of Order

To the maximum extent permitted by applicable laws governing distance selling or electronic or online agreements, you agree to waive your rights to void or cancel purchases of Monetized SE Content or SE Services you have made on the SE Exchange platform.

8. Termination of an Order and Your access to Monetized SE Content and/or SE Services

Either Party may unilaterally terminate an Order for Monetized SE Content and/or SE Services by operation of law, without prejudice to the right to claim damages, if the other Party fails to perform any of its material obligations under the Order and has not cured such failure within thirty (30) business days after formal notice to that effect sent by the other Party by registered letter with acknowledgement of receipt.

SE may terminate your Order by operation of law in accordance with the terms and conditions set forth above, including, but not limited to, if you fail to make payment by the expiration of the payment period set forth herein or if you fail to deliver or validate, within the time period set forth in the relevant description page of the Monetized SE Content or SE Services, any information or deliverables necessary for SE to perform its obligations under such Order.

Termination of your Order for a Monetized SE Content and/or SE Services shall automatically be deemed to result in the termination of your subscription or access to such Monetized SE Content and/or SE Services. The terms and conditions under which you may delete or duplicate your data during the term of your subscription and when it terminates, are set forth in the terms of use or license terms accompanying such Monetized SE Content and/or SE Services. In applicable, you shall be responsible for performing at your own expense any action you deem necessary to ensure that all your products, equipment or accessories or your operating environment that have been connected to any SE hosting cloud platform are disconnected or cease in any other way to be recognised by the SE hosting cloud platform as soon as possible after the above mentioned effective date of termination or non-renewal.

9. ANY MONETIZED SE CONTENT AND SE SERVICES MADE AVAILABLE ON SE EXCHANGE PLATFORM, IS PROVIDED "AS IS." TO THE FULLEST EXTENT PERMISSIBLE BY LAW, SE MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER FOR THE MOETIZED SE CONTENT AND SE SERVICES OTHER THAN THOSE REPRESENTATIONS OR WARRANTIES SPECIFICALLY AGREED UPON BY SE UNDER SEPARATE END-USER LICENSE AGREEMENT OR OTHER TERMS OF USE APPLICABLE TO SUCH MONETIZED SE CONTENT OR TERMS APPLICABLE TO THE SE SERVICES.

10. Notwithstanding any other term of these Service Terms and the Terms and Conditions for Shop SE Content, SE’s liability arising out of these Service Terms is reduced proportionally to the extent to which you or any other third person contributed to the loss or damage incurred.

11. The limitations or exclusions of warranties and liability contained in these Service Terms and the Terms and Conditions for Shop SE Content shall apply only to the extent permitted by the law applicable to these Service Terms and the Terms and Conditions for Shop SE Content, and in particular, do not affect or prejudice the statutory rights which, as the case may be, will benefit you under any mandatory or public order laws or regulation applicable in any such country (on either federal or state level, when applicable).

12. These Service Terms will remain in effect between you and SE until the Agreement terminates in accordance with the Terms & Conditions and the license rights granted to you under Section B3 of these Service Terms shall immediately and automatically terminate upon termination of the Agreement. Section B4 of these Service Terms and any other provisions that, by their nature, are intended to survive, will survive any termination of the Agreement.

B. Service Terms for the Non-Monetized SE Content

SE publishes and thereby makes available on SE EXCHANGE PLATFORM a certain number of Non-Monetized SE Content, that SE solely determines as relevant to be made available free of charge, which may include but not limited to SE API, Downloadable SE Content, or software licensed by SE or its Affiliates.

1. Grant of license.

1.1 SE grants you a limited, non-exclusive, worldwide (unless specifically restricted to geographies defined on the relevant pages of SE EXCHANGE PLATFORM), revocable, non-transferable, non-sub-licensable, and free of charge license right to use the Non-Monetized SE (remote use only in case of SE API, downloadable use in the case the Downloadable SE Content or software licensed by SE or its Affiliates), which are published on SE EXCHANGE PLATFORM for the sole and restricted following purposes:

For SE APIs, for you to consume the software functionalities of said APIs and thereby make use of the information you will receive from your consumption of said functionalities in order to enhance capabilities you will determine under your own responsibility in the frame of your development of any of Your Content you may then decide to publish on the SE EXCHANGE PLATFORM in accordance with the Terms & Conditions for Publisher. The foregoing license right is limited to one year; renewal of said license period shall be subject to the conditions stated on said pages of SE EXCHANGE PLATFORM which relate to Non-Monetized SE APIs.
for the Downloadable SE Content other than SDK: enable you (a) to get access to the latest status of knowledge reasonably available at SE on the designs and architectures of electrical distribution and industry solutions, and (b) define under your sole and full responsibility whether and how SE products, systems or solutions could be implemented in your own use cases, applications or environments;
for SDK: enable you (a) to get access to the latest SDK reasonably available at SE in the field of electrical distribution and industry solutions, and (b) define under your sole and full responsibility whether and how said SDK could be used to enable or improve the implementation of SE products, systems or solutions in your own use cases, applications or environments.
For software licensed by SE or its Affiliates, enable you to download the software and use it for functions as described in the accompanying Documentation for your ordinary internal business purpose.

1.2 The Non-Monetized SE Content consisting of SDKs or software licensed by SE or its Affiliates are provided to you in object code (machine-readable) form only and under no circumstances is SE obligated to disclose the source code of the SDKs or software to You. Any other Non-Monetized SE Content are provided to you in the method SE solely determines to be suitable for remote use (in the case of APIs) or the format suitable for download (in the case of Downloadable SE Content) from SE EXCHANGE PLATFORM. The Non-Monetized SE Content are licensed to You and not sold to You.

1.3 The Non-Monetized SE Content may only be used for purposes of your ordinary business and during the duration/term for which you have been licensed such Non-Monetized SE Content as such duration/term is identified in its Documentation. If its Documentation fails to state a duration/term of the license granted hereunder, then such duration/term shall be deemed to be the period of time during which the Non-Monetized SE Content are made available for free of charge use from SE EXCHANGE PLATFORM: in case SE would at any time inform you that access to the Non-Monetized SE Content from SE EXCHANGE PLATFORM can only be made against payment of a fee or other consideration, any continued use by you of such Content shall be subject to your payment to SE of the defined fee or other consideration for any further period. Absent any such further license, your license to the Non-Monetized SE Content will automatically and immediately terminate.

1.4 You acknowledge that if you need to activate the Non-Monetized SE Content through the use of internet or telephone, toll charges may apply.

1.5 If technological measures are designed to prevent unlicensed or illegal use of the Non-Monetized SE Content, you agree that SE may use those measures and you agree to comply with any requirements regarding such technological measures. Such measures do not constitute a defect in the Non-Monetized SE Content nor do they entitle you to any warranty rights.

1.6 SE, its Affiliate(s) or its licensors own and shall retain all right, title, and interest in and to the Non- Monetized SE Content published on SE EXCHANGE PLATFORM, and all related technology and Intellectual Property Rights. The license granted to you under these Service Terms does not convey to you any title, Intellectual Property Right or interest in or to the Non-Monetized SE Content other than those expressly granted to you under these Service Terms or the applicable terms of use or end user license agreement.

2. Restrictions. The license granted to you on the Non-Monetized SE Content is subject to the following restrictions:

2.1 You may only install, use, access or display the Non-Monetized SE Content on a computer or other device, strictly in accordance with the accompanying Documentation, and only for the specific purposes stated in these Service Terms.

2.2 Furthermore, unless otherwise expressly required or authorized by statute, you will not nor will you permit others to:

(i) copy the Non-Monetized SE Content except for backup purposes only in support of your permitted use of the Non-Monetized SE Content. Any such copy must include all copyright notices and any other proprietary legends present on the original Non-Monetized SE Content. You may not sell, lease, license, rent or in other ways transfer any copy of the Non-Monetized SE Content. If this Non-Monetized SE Content contains Documentation that is provided only in electronic form or online, you may print one copy of such electronic Documentation for each license acquired to the Non-Monetized SE Content. If this Non-Monetized SE Content contains Documentation that is provided in printed form, you may make one copy of such printed Documentation for each license acquired to the Non-Monetized SE Content;

(ii) modify, adapt, translate, reverse engineer, decompile, disassemble or otherwise seek to reconstitute the source code of the Non-Monetized SE Content, nor create derivative works from the Non-Monetized SE Content. Further, in case of errors, bugs or defects of the Non-Monetized SE Content, SE expressly reserves the right to correct such errors, bugs or defects to the extent permitted by law;

(iii) sub-license, distribute, lease, outsource or rent the Non-Monetized SE Content, or permit a third party to use the Non-Monetized SE Content for its or anyone else's benefit. Nor may you use the Non-Monetized SE Content as part of a facility management, timesharing, service provider or service bureau arrangement;

(iv) other than as expressly permitted under these Service Terms, distribute in whole or part, modify, or create derivatives of, the Non-Monetized SE Content; or

(v) directly or indirectly, export, re-export, download, or ship the Non-Monetized SE Content in violation of any export control laws or regulations.

2.3 Should You not fully comply with the above provisions, you shall bear any and all consequences, including any damages whatsoever, resulting therefrom.

2.4 You agree that you shall only use the Non-Monetized SE Content in a manner that complies with all applicable laws of the jurisdiction in which you download or make remote use of the Non-Monetized SE Content including, but not limited to, applicable restrictions concerning copyright and other Intellectual Property Rights. You may not use the Non-Monetized SE Content in an attempt to, or in conjunction with any device, program or service designed to, circumvent technological measures employed to control access to, or the rights in, a content file or other work protected by the copyright laws of any jurisdiction.

3. Support. You shall be responsible for the proper installation of the Non-Monetized SE Content as per the terms of its Documentation and You shall bear all expenses and costs in connection therewith. Except for warranties provided under these Service Terms, SE provides no maintenance or support services in connection with the Non-Monetized SE Content, other than those which may be defined by way of separate agreement.

4. Report of infringement. Should You become aware of any infringement to the proprietary rights of SE on the Non-Monetized SE Content, you shall immediately inform SE of such infringement and provide all relevant information required by SE to defend its interests.

5. ANY NON-MONETIZED SE CONTENT MADE AVAILABLE ON SE EXCHANGE PLATFORM, IS PROVIDED "AS IS." TO THE FULLEST EXTENT PERMISSIBLE BY LAW, SE MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER FOR THE NON-MONETIZED SE CONTENT OTHER THAN THOSE REPRESENTATIONS OR WARRANTIES SPECIFICALLY AGREED UPON BY SE UNDER SEPARATE END-USER LICENSE AGREEMENT OR OTHER TERMS OF USE APPLICABLE TO SUCH NON-MONETIZED SE CONTENT.

6. All SE Non-Monetized Content published on the SE EXCHANGE PLATFORM are SE Content and any provisions of the Terms & Conditions shall apply to such Non- Monetized SE Content.

7. The limitations or exclusions of warranties and liability contained in these Service Terms and the Terms and Conditions for Shop SE Content shall apply only to the extent permitted by the law applicable to these Service Terms and the Terms and Conditions for Shop SE Content, and in particular, do not affect or prejudice the statutory rights which, as the case may be, will benefit you under any mandatory or public order laws or regulation applicable in any such country (on either federal or state level, when applicable).

8. The license granted under these Service Terms does not cover any modification, update, translation or adaptation, whether authorized or not, that might have been made to the Non-Monetized SE Content by any person other than SE. Such modifications shall be governed by the terms of license issued by such third party. SE shall in no case be liable, whether in contract, warranty, tort (including negligence), strict liability, statute or otherwise, for damages or consequences arising out of or in connection with said modification, update, translation or adaptation and makes no representation or warranty in connection therewith.

9. Termination.

These Service Terms will remain in effect between you and SE until the Agreement terminates in accordance with the Terms & Conditions and the license rights granted to you under Section B1 of these Service Terms shall immediately and automatically terminate upon termination of the Agreement. Sections B2-B9 of these Service Terms and any other provisions that, by their nature, are intended to survive, will survive any termination of the Agreement.

T&Cs for 3rd Party Digital Products Content

This document (“Terms & Conditions”) contains the terms and conditions that govern your access to and use of the Service Offering (as defined below) on the Schneider Electric Exchange (defined below as SE EXCHANGE PLATFORM) and is an agreement between Schneider Electric Digital, Inc., a company incorporated in the state of Delaware, United States, with principal place of business at One Boston Place, Suite 2700, Boston, MA 02108 (“SE,” “we,” “us,” or “our”), and you, a corporation, company or other legal person that creates an account (as defined below) with the SE EXCHANGE PLATFORM (“Buyer ”, “you” or “your”).

These Terms & Conditions take effect and form an agreement between SE and you (“the Agreement”) when you click any “I Accept” or similar button or check box presented with these Terms & Conditions or, if earlier, when you use the Service Offering (the “Effective Date”).

You represent to us that you are a professional acting in your ordinary course of business, as the access to and use of SE EXCHANGE PLATFORM and the Service Offering is only offered for professional use only and not for consumers or for personal or household purposes.

Please see Section 14 for definitions of certain capitalized terms used in these Terms & Conditions.

1. Use of the Service Offering.

1.1 Generally. You may only access and use the Service Offering in accordance with these Terms & Conditions. By agreeing to these Terms & Conditions as well as by accessing or using the Service Offering, you expressly acknowledge and agree to the Service Terms that are incorporated herein by reference and attached hereto in Schedule 1. You will comply with these Terms & Conditions and all SE rules and regulations applicable to your use of the Service Offering.

1.2 Your Account. To access and use the SE EXCHANGE PLATFORM and the Service Offering available thereon, you must have an Account associated with a valid email address and, as applicable, a valid form of payment. Unless otherwise explicitly permitted by the Service Terms, you will only create one Account per email address.

The creation of Your Account does not automatically allow you to access and use the SE EXCHANGE PLATFORM. Within a reasonable delay after the creation of Your Account, SE may proceed to the fullest extent permitted by applicable law with verifications.

Once SE has proceeded with said verifications and has electronically confirmed you can access and use the SE EXCHANGE PLATFORM, you may proceed to use the SE EXCHANGE PLATFORM and the Service Offering.

2. Changes.

We may change or discontinue the Service Offering or change or remove functionality of the Service Offering from time to time. We will notify you of any material change to or discontinuation of the Service Offering.

From time to time, we may apply upgrades, patches, bug fixes or other maintenance to the Service Offering (“Maintenance”). We agree to use reasonable efforts to provide you with prior notice of any scheduled maintenance (except for emergency maintenance) and you agree to use reasonable efforts to comply with any maintenance requirements notified to you.

3. Data Privacy.

You are advised to check the privacy notices and privacy policies made available to you on the SE EXCHANGE PLATFORM.

4. Your Responsibilities.

4.1 Your Account. You are responsible for all activities that occur under your Account, regardless of whether the activities are authorized or undertaken by you, your employees or a third party such as your contractors or agents acting on your behalf, we and our Affiliates are not responsible for unauthorized access to your Account.

You are responsible for the confidentiality of your Account Information and to manage access to your Account. You undertake to inform SE if there is any suspicion that your Account and Account Information have been used by any unauthorized person.

You are responsible to update your Account Information upon any change to such information.

You have the obligation to use the SE EXCHANGE PLATFORM in conformity with the acceptable use policy of SE defined in these Terms & Conditions and all laws and regulations applicable to you in relation thereto.

While not obligated to perform investigations, SE may investigate violations of these Terms & Conditions including the Service Terms or misuse of the SE EXCHANGE PLATFORM and cooperate with appropriate law enforcement authorities with respect to security threats, fraud, or other illegal, malicious, or inappropriate activity by you or any third-party through access to and/or use of the EXCHANGE PLATFORM.

SE is entitled, at any time and without notice or liability to you, to terminate your access to and use of the SE EXCHANGE PLATFORM by closing or disabling access to your Account, for any legitimate reason, including, without limitation, if (i) you use false data for the purpose of creating your Account; or (ii) you breach these Terms & Conditions including the Service Terms or any SE policies associated hereto or incorporated herein; or (iii) you neglect your duty of care created by these Terms & Conditions with regard to your Account Information; or (iv) you violate any applicable laws or regulations in the access to or use of the EXCHANGE PLATFORM. Termination by SE of your access to and use of the SE EXCHANGE PLATFORM shall not waive or affect any other right or remedies to which SE may be entitled at law or, if applicable, in equity, with respect to any of the foregoing events.

Termination by SE of your access to and use of the SE EXCHANGE PLATFORM does not affect any rights or remedies which, before said termination, may have accrued to you or SE under these Terms & Conditions, at law or, if applicable, in equity.

4.2 Your Security and Backup. You are responsible for properly configuring and using the Service Offering and otherwise taking appropriate action to secure, protect and backup your Account Information in a manner that will provide appropriate security and protection. Your credentials (which may include username, passwords, tokens, certificates, keys, and pins) issued by us or selected by you for accessing the SE Exchange Site, the SE EXCHANGE PLATFORM or the Service Offering are for your internal use only and you may not sell, transfer, or sublicense them to any other entity or person, except that you may disclose your credentials to your employees, agents and subcontractors performing work on your behalf. You are responsible for any use of your credentials and for notifying us immediately of any breach of security related to your credentials.

4.3 Documentation. You must comply with the current Documentation applicable to the Service Offering as posted by us and updated by us from time to time on the SE EXCHANGE PLATFORM.

4.4 Third Party Content and websites. In case the Service Offering enables you to link to, indicate the web address of or otherwise access to, your own websites or third parties’ websites or Third Party Content, products, services or information accessible from or provided through your own websites or third parties’ websites, you shall bear all risks and costs as applicable associated with access to and use of your own websites or such third parties’ websites and such Third Party Content, products, services and information. SE does not control and is not responsible for your own websites or such third parties’ websites or any such Third Party Content, products, services and information. Any access or use, through your access to the SE EXCHANGE PLATFORM and/or your use of the Service Offering, to your own websites or third parties’ websites or any use of Third Party Content, products, services or information accessible from or provided through your own websites or third parties’ websites, shall be subject to the terms of use or other legal document governing the use of your own websites or third parties’ websites and, as the case may be, any Third Party Content, products, services or information accessible from or provided through such websites.

5. Fees.

Access to the SE EXCHANGE PLATFORM is free of charge or any other fee payable to SE. SE reserves the right to begin to charge a fee in the future for your access to the SE EXCHANGE PLATFORM and will provide reasonable notice to all customers by posting the information on the SE EXCHANGE PLATFORM or otherwise.

For those Service Offerings providing for the sale of Third Party Contents through the SE EXCHANGE PLATFORM as defined in the Service Terms in Schedule 1, you will have the obligation to pay for any purchase of such Third Party Contents in accordance with the Service Terms related to the concerned Service Offerings.

6. Acceptable Use.

6.1. You may not use, or encourage, promote, facilitate or instruct others to use, the SE EXCHANGE PLATFORM or the Service Offering for any illegal, harmful, fraudulent, infringing or offensive use, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, fraudulent, infringing or offensive. Prohibited activities or content include:

Illegal, Harmful or Fraudulent Activities. Any activities that are illegal, that violate the rights of others, or that may be harmful to others, our operations or reputation, including disseminating, offering or promoting fraudulent goods, services, schemes, or promotions, make-money-fast schemes, ponzi and pyramid schemes, phishing, or pharming.
Infringing Content. Content that infringes or misappropriates the Intellectual Property Rights or proprietary rights of any third-party.
Offensive Content. Content that is defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable, including but not limited to content that constitutes child pornography or depicts any sex acts.
Harmful Content. Content or other computer technology including viruses, spyware, Trojan horses, worms, time bombs, or cancelbots or other malware or harmful code, that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, or data, or cause injury to any person or damage to any property.

6.2. You may not use the SE EXCHANGE PLATFORM or the Service Offering to violate the security or integrity of any network, computer or communications system, software application, or network or computing device (each, a “System”). Prohibited activities include:

Unauthorized access. Accessing or using any System without permission, including attempting to probe, scan, or test the vulnerability of a System or to breach any security or authentication measures used by a System.
Interception. Monitoring of data or traffic on a System without permission.
Falsification of origin. Forging TCP-IP packet headers, e-mail headers, or any part of a message describing its origin or route. The legitimate use of aliases and anonymous remailers is not prohibited by this provision.

6.3. You may not make network connections to any users, hosts or networks unless you have permission to communicate with them. Prohibited activities include:

monitoring or crawling. Monitoring or crawling of a System that impairs or disrupts the System being monitored or crawled;

denial of service. Inundating a target with communications requests so the target either cannot respond to legitimate traffic or responds so slowly that it becomes ineffective;

intentional interference. Interfering with the proper functioning of any System, including any deliberate attempt to overload a system by mail bombing, news bombing, broadcast attacks, or flooding techniques;

operation of certain network services. Operating network services like open proxies, open mail relays, or open recursive domain name servers;

avoiding system restrictions. Using manual or electronic means to avoid any use limitations placed on a System, such as access and storage restrictions.

6.4. You will not distribute, publish, send, or facilitate the sending of unsolicited mass e-mail or other messages, promotions, advertising, or solicitations (like “spam”), including commercial advertising and informational announcements. You will not alter or obscure mail headers or assume a sender’s identity without the sender’s explicit permission. You will not collect replies to messages sent from another internet service provider if those messages violate this Section 6 or the acceptable use policy of that provider.

6.5. We reserve the right, but do not assume the obligation, to investigate any violation of this Section 6 or misuse of the SE EXCHANGE PLATFORM or the Service Offering. We may:

investigate violations of this Section 6 or misuse of the SE EXCHANGE PLATFORM or the Service Offering; or
remove, disable access to, or modify any Content or resource that violates this Section 6 and in consequence thereof terminate the Agreement and, as applicable, any other agreement we have with you for use of the SE EXCHANGE PLATFORM or the Service Offering.

We may report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. We also may cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of this Section 6.

7. Term Suspension-Termination.

7.1 Term. The term of the Agreement will commence on the Effective Date and will remain in effect until terminated under Section 7.3. Any notice of termination of the Agreement by SE to You or by You to SE must include a Termination Date that complies with the notice periods in Section 7.3.

7.2 Suspension

7.2.1 Generally. We may suspend your right to access or use any portion or all the Service Offering immediately upon notice to you if we determine:

(a) your use of the Service Offering (i) poses a security risk to the Service Offering or any third party, (ii) could adversely impact our systems, the Service Offering or the systems or Content of any other SE’s customer or partner, (iii) could subject us, our Affiliates, or any third party to liability, or (iv) could be fraudulent;

(b) you are in breach of these Terms & Conditions, including but not limited to if you are in breach of your payment obligations (if any) under Section 5; or

(c) you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding; or

(d) our provision of a Service Offering is rendered impossible or impractical as a result of any requirement of any law or judicial order.

7.2.2 Effect of Suspension. If we suspend your right to access or use any portion or all the Service Offering you remain responsible for all fees and charges you incur during the period of suspension and for use of any Service Offering not suspended. Our right to suspend your right to access or use the Service Offering is in addition to our right to terminate the Agreement pursuant to Section 7.3.

7.3 Termination.

(a) Termination without cause. You may terminate any access or subscription to a Service Offering for any reason by: (i) providing us with a sixty (60) calendar days’ prior written notice, or (ii) closing your account for the Service Offering for which we provide an account closing mechanism. For all other Service Offering, you may terminate in accordance with the applicable Service Terms or Order Document. We may terminate any Service Offering without any reason by providing you with a sixty (60) calendar days’ prior written notice, unless otherwise stated in the applicable Service Terms or Order Document. The Agreement will terminate if all Service Offering have been terminated and your Account has been closed.

(b) Termination for cause.

(i) By Either Party. Either party may terminate the Agreement for cause upon thirty (30) calendar days’ prior notice to the other party if there is any material default or breach of these Terms & Conditions by the other party, unless the defaulting party has cured the material default or breach within the 30-day notice period.

(ii) By Us. We may also terminate the Agreement immediately upon notice to you (a) if our relationship with a third party partner who provides software or other technology we use to provide the Service Offering expires, terminates, or requires us to change the way we provide the software or other technology as part of the Service Offering, (b) if we believe providing the Service Offering could create a substantial economic or technical burden or material legal or security risk for us, (c) in order to comply with the law or requests of governmental entities, or (d) if we determine that the use of the Service Offering by you or our provision of any of the Service Offering to you is impractical, prohibited, or unfeasible for any legal or regulatory reason.

(c) Effect of Termination. Upon the Termination Date:

(i) except as prohibited under applicable law, all your rights under these Terms & Conditions immediately terminate;

(ii) you remain responsible for all fees and charges you have incurred through the Termination Date

(iii) you will immediately cease any use of the Service Offering and return or, if instructed by us, destroy all SE Content in your possession; and

(iv) Sections 4.2, 7.3 (c), 8 (except the license granted to you in Section 8.2), 9, 10, 11, 13 and 14 of these Terms & Conditions will survive termination and continue to apply in accordance with their provisions.

8. Proprietary Rights.

8.1 Service Offering License. We or our licensors own all right, title, and interest in and to the Service Offering, and all related technology and Intellectual Property Rights. Subject to the terms of these Terms & Conditions, we grant you a limited, revocable, non-exclusive, non-sub licensable, non-transferrable license to access and use the SE EXCHANGE PLATFORM and the Service Offering solely in accordance with these Terms & Conditions. Except as provided in this Section 8.4, you obtain no rights under these Terms & Conditions from us, our affiliates or our licensors to the Service Offering, including any related Intellectual Property Rights. Some SE Content and Third Party Content may be provided to you under a separate license. In the event of a conflict between these Terms & Conditions and any separate license, the separate license will prevail with respect to the SE Content or Third Party Content that is the subject of such separate license.

8.2 Use Restrictions. You will not use the Service Offering in any manner or for any purpose other than as expressly permitted by these Terms & Conditions. You will not, or will not attempt to (a) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any Content included in the Service Offering (except to the extent Content included in the Service Offering is provided to you under a separate license that expressly permits the creation of derivative works), (b) reverse engineer, disassemble, or decompile the Service Offering or apply any other process or procedure to derive the source code of any software included in the Service Offering (except to the extent applicable law doesn’t allow this restriction), (c) access or use the Service Offering in a way intended to avoid incurring fees or exceeding usage limits or quotas, or (d) resell or sublicense the Service Offering or make the Service Offering available as a commercial product or service.

All rights granted to you in the Agreement are conditioned on your continued compliance the Agreement, and will immediately and automatically terminate if you do not comply with any term or condition of these Terms & Conditions.

8.3 Suggestions. If you provide any Suggestions to us or our Affiliates, You hereby irrevocably assign to us all right, title, and interest in and to the Suggestions and we and our Affiliates will be entitled and free to exercise all rights in the Suggestions without restriction and without compensating you; you agree to provide us any assistance we require to document, perfect, and maintain our rights in the Suggestions.

8.4 Intellectual Property Rights. All trademarks, service marks, service or trade names, logos, and other designations of SE and its Affiliates, on SE Exchange Site, the EXCHANGE PLATFORM, the Service Offering, the SE Content and any and all hardware, software and other items used by SE to provide the Service Offering, are registered trademarks, service marks, service or trade names of SE and/or its Affiliates or its licensors, or are otherwise protected under any applicable Intellectual Property Rights, and may not be copied, imitated, or used, in whole or in part, without SE 's prior written permission. The same shall apply to all page headers, custom graphics, button icons and scripts displayed or otherwise available on SE Exchange Site, the EXCHANGE PLATFORM, the Service Offering, the SE Content and/or any and all hardware, software and other items used by SE to provide the Service Offering. No transfer or grant of rights under any such trademark, page headers, custom graphics, button icons and scripts or any related Intellectual Property Rights is made or implied by any provision of these Terms & Conditions, Your access to SE Exchange Site or Your use of the EXCHANGE PLATFORM, the Service Offering or the SE Content and any and all hardware, software and other items used by SE to provide the Service Offering.

When you purchase any Third Party Content or Third Party Services on SE EXCHANGE PLATFORM, only the right to use the Third Party Content or Third Party Services is sold to you on the SE EXCHANGE PLATFORM, not the title, copyright and other Intellectual Property Rights in the Third Party Contents or Third Party Services made available on the SE EXCHANGE PLATFORM, unless otherwise provided in the accompanying terms related to such Third Party Content or Third Party Services. Any reference in these Terms & Conditions is and shall be construed to be, a reference to the sale of the right to use the related Third Party Content and/or Third Party Services.

9. Indemnification.

9.1. By Us. We shall, at our expense, defend or, at our option, settle any claim brought against you that the Service Offering infringe any third party’s patent, copyright, trademark, trade secret or other Intellectual Property Rights, and pay any final judgments awarded by a court of competent jurisdiction or settlements entered into by us on your behalf. As a condition of our obligation, you must notify us promptly of any claim in writing, give us sole control and authority over the defense or settlement of such claim, and reasonably cooperate with us, at our expense, and provide us with available information in the investigation and defense of such claim. If any Service Offering becomes, or in our opinion is likely to become, the subject of a claim of infringement, we may, at our option, (i) procure, at no cost to you, the right to use such Service Offering, (ii) modify the Service Offering or provide a substitute to avoid the infringement, or (iii) terminate these Terms & Conditions with respect to such Service Offering. We shall have no obligation or liability under this Section 9.1 for any claim of infringement to the extent such infringement is caused by: (a) any breach of these Terms & Conditions or violation of applicable law by you or your employees, subcontractors or agents, (b) your use of the Service Offering other than in accordance with these Terms & Conditions, the applicable Documentation or any other instructions or recommendations provided to you by SE, (c) a modification to the Service Offering not provided or performed by us, (d) the combination of the Service Offering with other hardware, software, content, or services not provided by us, (e) Third Party Content that you purchased through SE EXCHANGE PLATFORM or obtained otherwise, or Open Source Software that is licensed to you under a separate license agreement, or (f) your use of the allegedly infringing Service Offering after we have provided a non-infringing alternative or after we have terminated these Terms & Conditions. This Section 9.1 states our sole obligation and exclusive liability (express, implied, statutory, or otherwise) and your sole remedy for any third-party claims of infringement of any Intellectual Property Right brought against you.

9.2. By You. You shall defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any claim concerning: (a) your use of the Service Offering (including any activities under your account and use by your employees, subcontractors or agents) or your use of any Content; (b) any breach of these Terms & Conditions or violation of applicable law by you or your employees, subcontractors or agents; or (C) a dispute between you and any third-party. If we or our affiliates are obligated to respond to a third-party subpoena or other compulsory legal order or process described above, you will also reimburse us for reasonable attorneys’ fees, as well as our employees’ and contractors’ time and materials spent responding to the third party subpoena or other compulsory legal order or process at our then-current hourly rates. We will promptly notify you of any claim falling under this Section 9.2, but our failure to promptly notify you will only affect your obligations under Section 9.2 to the extent that our failure prejudices your ability to defend the claim. You may: (a) use counsel of your own choosing and reasonably satisfactory to us to defend any claim falling under this Section 9.2; and (b) settle such claim as you deem appropriate, provided that you obtain our prior written consent before entering into any such settlement. If we reasonably determine at any time that any claim falling under this Section 9.2 might adversely affect us, we may take control of the defense of such claim at our expense and without limiting your indemnification obligations hereunder.

10. Disclaimers.

SE DOES NOT MAKE ANY WARRANTY THAT THE SE EXCHANGE PLATFORM OR THE SERVICE OFFERING, INCLUDING ALL CONTENT OR OTHER FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE THEREON OR PROVIDED IN CONNECTION THEREWITH, WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, NOR DOES SE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM YOUR USE OF THE SE EXCHANGE PLATFORM, THE SERVICE OFFERING OR ANY CONTENT AVAILABLE THEREON, OR AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE USE OF THE SE EXCHANGE PLATFORM OR THE SERVICE OFFERING. YOU ASSUME FULL AND SOLE RESPONSIBILITY FOR YOUR USE OF THE SE EXCHANGE PLATFORM, THE SERVICE OFFERING OR ANY CONTENT AVAILABLE THEREON. YOUR SOLE REMEDY AGAINST SE FOR DISSATISFACTION WITH THE SE EXCHANGE PLATFORM, THE SERVICE OFFERING OR ANY CONTENT AVAILABLE THEREON IS TO STOP USING THEM.

WHILE SE TAKES REASONABLE CARE TO ENSURE THAT THE INFORMATION ACCESSIBLE ON OR THROUGH THE SE EXCHANGE PLATFORM OR THE SERVICE OFFERING AND THE INFORMATION PERTAINING TO THE SE CONTENT AVAILABLE THEREON IS KEPT UP TO DATE, SE SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGES OR LOSSES ARISING DIRECTLY OR INDIRECTLY AS A RESULT OF ANY OF SUCH INFORMATION NOT BEING ACCURATE, COMPLETE OR UP TO DATE.

ALTHOUGH SE MAKES EVERY ENDEAVOR TO KEEP THE SE EXCHANGE PLATFORM, THE SERVICE OFFERING AND THE SE CONTENT FREE FROM VIRUSES OR OTHER CONTAMINATION FEATURES, AND DUE TO THE INHERENT RISKS OF TELECOMMUNICATIONS AND TRANSFER OF DATA OVER THE INTERNET, SE CANNOT WARRANT THAT THE SE EXCHANGE PLATFORM, THE SERVICE OFFERING OR THE SE CONTENT SHALL BE FREE FROM VIRUSES OR OTHER CONTAMINATION FEATURES. SE SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGES OR LOSSES RESULTING FROM VIRUSES, MALICIOUS CODES OR CORRUPTION OF DATA THROUGH ACCESS TO AND/OR USE OF THE SE EXCHANGE PLATFORM, THE SERVICE OFFERING OR THE SE CONTENT. IN PARTICULAR, WHEN MACHINE TRANSLATION FUNCTION IS MADE AVAILABLE TO YOU ON SE EXCHANGE PLATFORM, YOU MIGHT BE ABLE TO VIEW CERTAIN CONTENT IN THE TRANSLATED LANGUAGE AS YOU SELECT, SE DOES NOT WARRANT ACCURACY OF THE TRANSLATED CONTENT AND TAKES NO LIABILITY WHATSOEVER RELATED TO YOUR USE OF ANY SUCH TRANSLATION FUNCTION.

YOU ACKNOWLEDGE THAT ACCESS TO AND USE OF THE SE EXCHANGE PLATFORM, THE SERVICE OFFERING OR THE CONTENT MAY BE SUBJECT TO LIMITATIONS, DELAYS AND POTENTIAL FAILURE INHERENT TO INTERNET CONNECTIVITY OR OTHER TELECOMMUNICATION NETWORKS AND FACILITIES. YOU ACKNOWLEDGE THAT COMPUTER AND TELECOMMUNICATIONS SYSTEMS ARE NOT FAULT-FREE AND OCCASIONAL DOWNTIME MAY OCCUR. SE MAKES NO WARRANTY THAT ACCESS TO THE SE EXCHANGE PLATFORM, THE SERVICE OFFERING OR THE CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT FAILURE OR DEFECTS THEREOF, IF ANY, WILL BE CORRECTED OR THAT CONTENT LOSS WILL NOT OCCUR. SE SHALL NOT BE RESPONSIBLE FOR ANY DELAY OR FAILURE IN ACCESS TO AND/OR USE OF THE SE EXCHANGE PLATFORM, THE SERVICE OFFERING OR THE CONTENT OR FOR ANY LOSS OR DAMAGE RESULTING FROM THE AFORESAID LIMITATIONS, DELAYS OR POTENTIAL FAILURE.

SE RESERVES THE RIGHT TO DO ANY OF THE FOLLOWING, AT ANY TIME, WITHOUT NOTICE: (1) TO MODIFY, SUSPEND OR TERMINATE OPERATION OF OR ACCESS TO THE SE EXCHANGE PLATFORM, THE SERVICE OFFERING OR THE CONTENT, OR ANY PORTION THEREOF, FOR ANY REASON; (2) TO MODIFY OR CHANGE THE SE EXCHANGE PLATFORM OR THE SERVICE OFFERING, OR ANY PORTION THEREOF, AND ANY APPLICABLE POLICIES; AND (3) TO INTERRUPT THE OPERATION OF THE SE EXCHANGE PLATFORM OR THE SERVICE OFFERING, OR ANY PORTION THEREOF, AS NECESSARY TO PERFORM ROUTINE OR NON-ROUTINE MAINTENANCE, ERROR CORRECTION OR OTHER CHANGES. YOU UNDERSTAND THAT ACCESS TO AND/OR USE OF THE SE EXCHANGE PLATFORM, THE SERVICE OFFERING OR THE CONTENT MAY BE INTERRUPTED OR COMPLETELY UNAVAILABLE FOR PERIODS OF TIME DUE TO CERTAIN CAUSES WHICH MAY INCLUDE, WITHOUT LIMITATION, MAINTENANCE WORK.

TO THE FULLEST EXTENT PERMITTED BY LAW AND WITHOUT PREJUDICE TO ANY STATUTORY WARRANTIES THAT CANNOT BE EXCLUDED BY CONTRACT, SE MAKES NO ADDITIONAL WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SE EXCHANGE PLATFORM, THE SERVICE OFFERING OR THE CONTENT, INCLUDING BUT NOT LIMITED TO WARRANTIES OF SATISFACTORY QUALITY, MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHT, UNDER THESE TERMS & CONDITIONS.

ANY SERVICE OFFERING AND ANY CONTENT MADE AVAILABLE ON, PROVIDED IN CONNECTION WITH OR ACCESSIBLE THROUGH THE SE EXCHANGE PLATFORM, IS PROVIDED "AS IS." TO THE FULLEST EXTENT PERMISSIBLE BY LAW, SE MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER FOR THE SERVICE OFFERING OR THE CONTENT OTHER THAN THOSE REPRESENTATIONS OR WARRANTIES SPECIFICALLY AGREED UPON BY SE UNDER SERVICE TERMS APPLICABLE TO THE SERVICE OFFERING OR THE CONTENT.

11. Limitations of Liability.

SE, ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA). ARISING FROM OR IN CONNECTION WITH: (A) THE AGREEMENT; (B) YOUR ACCESS OR USE OF, OR THE INABILITY TO ACCESS OR USE, THE EXCHANGE PLATFORM, THE SERVICE OFFERING OR THE CONTENT; (C) THE SE CONTENT OR OTHER FUNCTIONS, MATERIALS AND INFORMATION PROVIDED BY SE IN CONNECTION WITH OR ACCESSIBLE THROUGH THE SE EXCHANGE PLATFORM; OR (D) THIRD PARTY CONTENT, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS.

FURTHER, NEITHER SE NOR ANY OF ITS AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SE EXCHANGE PLATFORM, THE SERVICE OFFERING OR THE CONTENT, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THESE TERMS & CONDITIONS OR YOUR USE OF OR ACCESS TO THE SE EXCHANGE PLATFORM, THE SERVICE OFFERING OR THE CONTENT, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERING, OR (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE TERMS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SE EXCHANGE PLATFORM, THE SERVICE OFFERING OR THE CONTENT FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THESE TERMS & CONDITIONS OR YOUR USE OF OR ACCESS TO THE SE EXCHANGE PLATFORM, THE SERVICE OFFERING OR THE CONTENT; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO THE SE EXCHANGE PLATFORM, THE SERVICE OFFERING OR THE CONTENT.

IN ANY CASE SE’S AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS & CONDITIONS, THE SE EXCHANGE PLATFORM, THE SERVICE OFFERING AND THE CONTENT WILL NOT EXCEED YOUR ACTUAL DIRECT DAMAGES UP TO AND WITHIN THE LIMIT OF (A) TEN PERCENT (10%) OF THE TOTAL AMOUNT WITHOUT TAX YOU ACTUALLY PAID UNDER THESE TERMS & CONDITIONS DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM FOR THE SERVICE OFFERING OR THE CONTENT(S) WITH RESPECT TO WHICH LIABILITY IS CLAIMED, OR (B) TWENTY-FIVE (25) DOLLARS IN CASE THE SERVICE OFFERING OR THE CONTENT(S) IS MADE AVAILABLE TO YOU FREE OF CHARGE OR OTHER FEE.

12. Modifications to these Terms & Conditions.

These Terms & Conditions as in force at the time You make use of any Service Offering through the SE EXCHANGE PLATFORM, will govern your use of the SE EXCHANGE PLATFORM and the Service Offering and will serve as the related contract between you and SE. SE reserves the right, at its sole discretion, to amend, add or remove any provision to or from these Terms & Conditions at any time. Any such amendment, addition or removal to these Terms & Conditions will be posted by SE on the SE EXCHANGE PLATFORM. SE recommends that every user of the SE EXCHANGE PLATFORM visits it on a regular basis, and it shall in any case be your responsibility to check the then-current Terms & Conditions prior to making use of the SE EXCHANGE PLATFORM and/or the Service Offering. Your continued use of any Service Offering after any amendment, addition or removal to these Terms & Conditions is published by SE, shall be deemed as your acceptance and agreement to the changed Terms & Conditions. In the event you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the SE EXCHANGE PLATFORM and the Service Offering.

13. Miscellaneous.

13.1 Assignment. You may not assign transfer or otherwise dispose of these Terms & Conditions or any rights or obligations hereunder, by operation of law or otherwise, without SE’s prior written approval and any such attempted assignment shall be void. SE reserves the right to freely assign, transfer or otherwise dispose of these Terms & Conditions and the rights and obligations hereunder, to any Affiliate or successor-in-interest without notice or consent. Subject to the foregoing, these Terms & Conditions shall be binding upon and inure to the benefit of the parties hereto, their successors and permitted assigns.

13.2 Entirety. These Terms & Conditions incorporates the Policies by reference and is the entire agreement between you and us regarding the subject matter of these Terms & Conditions. This Terms & Conditions supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether oral, electronic or written, regarding the subject matter of these Terms & Conditions. We will not be bound by any term, condition or other provision that is different from or in addition to the provisions of these Terms & Conditions (whether or not it would materially alter these Terms & Conditions) such as but not limited to any term, condition or other provision (a) submitted by you in relation to any order document, receipt, acceptance, confirmation, correspondence or other document, or (b) related to any questionnaire or process that you submit or require us to complete. If the terms of these Terms & Conditions are inconsistent with the terms contained in any of our Policies, the terms contained in these Terms & Conditions will control, except that the Service Terms will control over these Terms & Conditions to the only extent the Service Terms conflict with these Terms & Conditions.

13.3 Force Majeure. SE and its Affiliates will not be liable for any delay or failure to perform any obligation under these Terms & Conditions where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

13.4 Governing Law. This Terms & Conditions shall be exclusively governed by the laws of the state of Delaware, to the exclusion of its conflict of law rules. The United Nations Convention for the International Sale of Goods does not apply to these Terms & Conditions.

13.5 Disputes. Any dispute between You and SE arising out of or in connection with these Terms & Conditions or any of the Service Offering, whether based on contract, warranty, tort (including negligence), strict liability, statute or otherwise, which cannot be amicably settled, shall in all cases be finally settled according to the law governing these Terms & Conditions as defined above, by the competent courts for and in the state of Delaware exclusively.

Each party forever waives and agrees not to assert any defense that is based upon an argument that the courts mentioned in this paragraph lack personal jurisdiction, that venue is improper or that the forum is inconvenient. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THESE TERMS & CONDITIONS.

You acknowledge and accept that SE will be irreparably damaged (and damages at law may be an inadequate remedy) if You breach any provision of these Terms & Conditions and such provision is not specifically enforced. Therefore, in the event of a breach or threatened breach by You of these Terms & Conditions, SE shall be entitled, in addition to all other rights or remedies, to (i) an injunction or other injunctive relief restraining such breach, without being required to show any actual damage or to post an injunction or other bond; and/or (ii) a decree for specific performance of the applicable provision of these Terms & Conditions, to the extent permitted by applicable law in the country where SE has its registered office and/or, as relevant in the context, where You will use the Service Offering, on both federal and state levels when applicable.

13.6 Trade Compliance. In connection with these Terms & Conditions, each party will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that apply to U.S. companies, such as the Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions programs implemented by the Office of Foreign Assets Control. For clarity, you are solely responsible for compliance related to the manner in which you choose to use the Service Offering, including the laws and regulations applicable in the SE region in which any of the foregoing occur. You represent and warrant that you and your financial institutions, or any party that owns or controls you or your financial institutions, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government and competent departments at federal or state level, the European Union or its Member States, or other applicable government authority. Further,

(i) You represent and undertake to comply with related applicable US, EU and other national and international export control laws and/or regulations applicable to your purchase of Third Party Content.

(ii) Unless applicable export license(s) have been obtained from the relevant authority and the Third Party Publisher of a Third Party Content has approved, such Third Party Content shall not be (a) be exported and/or re-exported to any destination and party (may include but not limited to an individual, group and/or legal entity) restricted by the applicable export control laws and/or regulations; or (b) be used for those purposes and fields restricted by the applicable export control laws and/or regulations.

(iii)You shall not use, transfer or access any Third Party Content for end use relating to any nuclear, chemical or biological weapons, or missile technology unless authorized by the U.S. government by regulation or specific license. Should the need arise, an end user certification may be requested to confirm the end use of the Third Party Content.

(iv) You acknowledge and agree that certain Third Party Content containing encryption may require authorization from the U.S. and other competent authorities including the European Union, prior to export. You also acknowledge and agree that certain Third Party Content containing encryption may be subject to import or use restrictions in other countries.

(v) If any necessary or advisable licenses, authorizations or approvals are not obtained, whether arising from inaction by any relevant government authority or otherwise, or if any such licenses, authorizations or approvals are denied or revoked, or if the applicable export control laws and/or regulations would prohibit a Third Party Publisher from fulfilling any order placed by you on SE EXCHANGE PLATFORM, or would in the Third Party Publisher’s judgment or in SE’s judgement otherwise expose the Third Party Publisher or SE to a risk of liability under the applicable export control laws and/or regulations if such order is fulfilled, the Third Party Publisher shall be excused from all obligations under such order with you and to the extent permitted by law, payment made by you will be refunded.

(vi) You hereby represent and warrant that neither the United States Bureau of Industry Security nor any other United States federal agency, nor any other international agency or government has suspended, revoked or denied its export privileges. If SE receives notice that you are or become identified as a sanctioned or restricted party under applicable law, SE shall have the right to immediately terminate the Agreement with you, close Your Account and disable your access to the SE EXCHANGE PLATFORM if SE’s performance of the Agreement would result in violation of the sanctions or restrictions.

(vii)You shall indemnify, defend and hold SE harmless, to the fullest extent permitted by law, from and against any fines or penalties that may arise as a result of your breach of this Section 13.6 of the Agreement. This section will survive termination the Agreement indefinitely.

(viii) If you have any questions regarding your obligations under United States of America export regulations, you should contact the Bureau of Industry and Security, United States Department of Commerce, Exporter Counseling Division, Washington DC. U.S.A. (202) 482-4811, or e-mail your inquiry to the Export Counseling Division of the Office of Exporter Services at: ECDOEXS@bis.doc.gov https://www.bis.doc.gov.

13.7 Independent Contractors; Non-Exclusive Rights. We and you are independent contractors, and these Terms & Conditions will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other.

13.8 Language. All communications and notices made or given pursuant to these Terms & Conditions must be in the English language. If we provide a translation of the English language version of these Terms & Conditions, the English language version of these Terms & Conditions will control if there is any conflict.

13.9 Confidentiality and Publicity. You may use SE Confidential Information only in connection with your use of the Service Offering as permitted under these Terms & Conditions. You will not disclose SE Confidential Information during the Term or at any time during the 5-year period following the end of the Term. You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of SE Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature.

You will not issue any press release or make any other public communication with respect to these Terms & Conditions or the Service Offering without SE prior express consent in writing. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors). You will not imply any relationship or affiliation between us and you except as expressly permitted by these Terms & Conditions.

13.10 Notices.

(a) To You. We may provide any notice to you under these Terms & Conditions by: (i) posting a notice on the EXCHANGE PLATFORM; or (ii) sending a message to the email address then associated with your Account. Notices we provide by posting on the SE EXCHANGE PLATFORM will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your Account when we send the email, whether or not you actually receive the email.

(b) To Us. Any notice by You to SE shall be in writing sent by overnight courier or registered or certified mail to the address of SE’s registered office and shall include the words: “Attention SE Legal Department”. Notices provided by email transmission or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail, return receipt requested, will be effective three business days after they are sent.

13.11 No Waivers. The failure by us to enforce any provision of these Terms & Conditions will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.

13.12 Severability. If any portion of these Terms & Conditions is held to be invalid or unenforceable, the remaining portions of these Terms & Conditions will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from these Terms & Conditions but the rest of these Terms & Conditions will remain in full force and effect.

14. Definitions.

“Account” means the account You create to access and use the SE EXCHANGE PLATFORM.

“Account Information” means information about you that you provide to us in connection with the creation or administration of your Account. Account Information includes and may not be limited to names, user names, phone numbers, email addresses and billing information associated with your Account.

“Affiliates” means, with respect to each of SE and the legal person you represent, any corporation, company or other legal entity that is directly or indirectly (i) controlling SE or such legal person, or (ii) controlled by SE or such legal person, or (iii) under common control with, respectively, SE or such legal person, and the term “control” shall, for the purpose of this definition, mean the direct or indirect control of at least 50% of the stock capital and/or of the voting rights. With respect to SE, AVEVA Group Plc. and all its subsidiaries shall not be deemed as Affiliates of SE.

“API” means an application program interface.

“Content” means digital content with or without physical medium, such as but not limited to, Documentation, sample code, software libraries, command line tools, other related technology, software, Software As a Service (“SaaS”) Solution, mobile applications, cloud-based applications or services, API, datasets including those used as entry data to analytics APIs, reference designs, ready-to-use Tested, Validated, and Documented Architectures (TVDAs), application notes, SDK, text, audio, video, images, graphics, drawings, schematics, photos, literature, databases, algorithms, all associated services or aggregated files or data..

“Datasets” means a collection of related sets of information or data, which are composed of separate elements with associated qualifying parameters, that can be manipulated as a single unit.

“Documentation” means the developer guides, getting started guides, user guides, quick reference guides, and other technical and operations manuals and specifications related to the Service Offering or the Content, as such documentation may be updated by us from time to time.

“Intellectual Property Rights” means any and all rights of any kind and any type arising under statute, regulation, ordinance, common law, treaty, convention or otherwise, and including, without limitation any patents, utility models, moral rights, copyright and neighboring rights, trademarks and trade dress rights, mask work rights, service marks, right in domain names, designs rights, rights in computer software, database rights, rights in confidential information (including right in know-how and trade secrets) and any other proprietary rights, in each case whether registered or not, including but not limited to applications and renewals, and all rights and forms of protection having equivalent or similar effect, recognized under the laws of each and every jurisdiction throughout the world.

“Losses” means any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees).

“Open Source Software” means software available under a separate license that permits the recipient of such software to copy, modify, and distribute such software to anyone.

“Order Document” means an order form or a similar document executed between SE and you for the provision of the Service Offering, including any online orders submitted by you using the SE EXCHANGE PLATFORM or SE EXCHANGE Site and confirmed by us.

“Payment Processor” means the third-party provider engaged by SE from time to time to process electronic payments for transactions facilitated through SE EXCHANGE PLATFORM and related payment services. Currently the Payment Processor is Bluesnap, Inc. (including its affiliates which are involved in provision of the payment services, jointly referred to as “Bluesnap”), which may be changed by SE from time to time. With new payment methods such as wire transfer which may be added and made available on SE EXCHANGE PLATFORM, you may also select and use a payment method without involvement of the Payment Processor for a purchase facilitated through the SE EXCHANGE PLATFORM.

“Policies” means the Privacy Policy, the Service Terms, all restrictions described in the SE Content, on the SE EXCHANGE Site and/or the SE EXCHANGE PLATFORM, and any other policy or terms referenced in or incorporated into these Terms & Conditions, but does not include whitepapers or other marketing materials referenced on the SE EXCHANGE Site or the SE EXCHANGE PLATFORM.

“SE Confidential Information” means all nonpublic information disclosed by us, our Affiliates, business partners or our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. SE Confidential Information includes: (a) nonpublic information relating to our or our Affiliates or business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that we are obligated to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between you and us or our Affiliates. SE Confidential Information does not include any information that: (i) is or becomes publicly available without breach of these Terms & Conditions; (ii) can be shown by documentation to have been known to you at the time of your receipt from us; (iii) is received by you from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by you without reference to the SE Confidential Information.

“SE Content” means any Content that SE or any of its Affiliates make available on the SE EXCHANGE PLATFORM. SE Content does not include the Service Offering or Third Party Content.

“SE EXCHANGE PLATFORM” means Schneider Electric Exchange platform owned and made available by SE to provide access to and use of the Service Offering, as hosted on SE EXCHANGE Site.

“SE EXCHANGE Site” means the website located at https://exchange.se.com which URL may be updated by us from time to time.

“Service Offering” means the provision by SE of the access and possibility to use the SE EXCHANGE PLATFORM for the sole and restricted purpose to allow you, as per your election, to do any or all of the following: (a) to purchase Third-Party Content from Third-Party Publishers that the latter publish and sell on the SE EXCHANGE PLATFORM as further detailed in the Service Terms; and (b) to search and purchase Third Party Services from Third Party Publishers that the latter publish on SE EXCHANGE PLATFORM as further detailed in the Service Terms.

“Service Terms” means the description of the Service Offering and the related rights and restrictions for your use of the Service Offering, located in Schedule 1 hereto, as may be updated by us from time to time.

“Suggestions” means all suggested improvements, ideas or other feedback about the SE EXCHANGE PLATFORM and/or the Service Offering that you provide to us.

“Taxes” means all present or future sales taxes, revenue or excise taxes, value-added taxes, import and export duties and any other taxes, surcharges or duties now existing or hereafter imposed by government authorities upon any transaction arising out of the SE EXCHANGE PLATFORM.

“Term” means the term of the Agreement described in Section 7.1.

“Termination Date” means the effective date of termination provided in accordance with Section 7, in a notice from one party to the other.

“Third Party Publisher” means a party other than SE, a SE Affiliate or a Buyer, who publishes Content and or Third Party Services on SE EXCHANGE PLATFORM.

“Third Party Content” means any Content published or otherwise made accessible by any Third Party Publisher on the SE EXCHANGE PLATFORM, which may be available in English language or local language as provided by such third party.

“Third Party Services” means any professional services or technical expertise published by Third Party Publisher on the SE EXCHANGE PLATFORM.

Schedule 1

Service Terms

THE SERVICE TERMS STATED IN THIS SCHEDULE ARE INCORPORATED IN AND SUBJECT TO THE TERMS & CONDITIONS TO WHICH THESE SERVICE TERMS ARE APPENDED.

THESE SERVICE TERMS PROVIDE FOR THE DESCRIPTION OF THE SERVICE OFFERING AND THE RELATED CONDITIONS AND RESTRICTIONS APPLICABLE TO YOUR USE OF THE SERVICE OFFERING AND THE CONTENT MADE AVAILABLE THEREUNDER. THESE SERVICE TERMS APPLY ONLY TO THE SPECIFIC SERVICE OFFERING AND THE CONTENT MADE AVAILABLE THEREUNDER TO WHICH THE SERVICE TERMS RELATE.

ALL CONDITIONS AND RESTRICTIONS CONTAINED IN THESE SERVICE TERMS ARE IN ADDITION TO AND NOT IN LIEU OF THE PROVISIONS SET FORTH IN THE TERMS & CONDITIONS.

IN THE EVENT OF A CONFLICT BETWEEN THE PROVISIONS OF THESE SERVICE TERMS AND THE PROVISIONS OF THE TERMS & CONDITIONS, THE PROVISIONS OF THESE SERVICE TERMS SHALL CONTROL, BUT ONLY TO THE EXTENT OF SUCH CONFLICT.

UNLESS OTHERWISE DEFINED HEREIN, ALL CAPITALIZED TERMS USED IN THESE SERVICE TERMS SHALL HAVE THE MEANING SET FORTH IN THE TERMS & CONDITIONS.

A. Service Terms for the purchase of Third Party Content

1. Purpose and Relationship Among the Parties.

SE acts as an intermediary providing access to and the operation of the SE EXCHANGE PLATFORM as a service to you, a party that is willing to order and purchase Third Party Content from the Third Party Publisher on the SE EXCHANGE PLATFORM, and to Third Party Publisher, a party that is willing to publish and offer Third Party Content for sale on the SE EXCHANGE PLATFORM.

Your purchase of any Third Party Content on the SE EXCHANGE PLATFORM is made directly with the Third Party Publisher and the resulting sale contract is formed directly and solely between you and the Third Party Publisher under the terms and conditions as provided to you by the Third Party Publisher.

SE issues invoice to you and collects the payment from you for your purchase from the Third Party Publisher of its Third Party Content according to the authorization provided to SE by the Third Party Publisher and acting as agent of the Third Party Publisher.

2. Process.

2.1 Once you select the Third Party Content you wish to purchase and prior to your confirmation of your purchase, you must confirm that you have read and agree to any end user license agreement(s) or other terms of use provided by the Third Party Publisher applicable to the Third Party Content you have selected.

2.2 On the screen of checkout page, a summary of (i) the Third Party Content you have selected, and (ii) the payment method you have selected, shall then be displayed on the screen page, with a button “Confirm and Pay” or “Cancel Checkout”. Once you select your form of payment and provide the relevant information to process your payment, the Payment Processor will process your payment, except that when you choose a payment method like wire transfer as may be made available for you on SE EXCHANGE PLATFORM which does not involve the Payment Processor, your payment will be processed in accordance with the payment method as chosen by you. If you have a place of business in United States, the amount you shall pay shall include the price of the Third Party Content you have selected and the Taxes applicable to the sale of such Third Party Content.

Your debit card or credit card details will be kept in order to facilitate refund (if any), recurring payments and subsequent purchases on SE EXCHANGE PLATFORM.

2.3 Upon confirmation of successful payment to SE by you, confirmation of your order and successful payment shall be sent to you via email or online by SE on behalf of the Third Party Publisher. And you will be able to view on SE EXCHANGE PLATFORM the invoice corresponding to the amount of your payment. In case of your subscription of any Third Party Content for a specific period, the subscription fee will be paid monthly and proportioned for the first month and last month if such month is not a full calendar month. After your payment of the proportioned monthly subscription fee for the first month, payment of the monthly subscription fee for each of the subsequent months will be processed on the first day of each month of your subscription period automatically through the debit card or credit card for which you give us consent to save, until the expiration of your subscription period.

If any payment is returned unpaid, rejected or denied, SE reserves the right to collect any applicable payment rejection costs or other fees as permitted by applicable law.

2.4 The Third Party Content you have ordered is delivered to you by sending you via email as applicable, the download link or other link giving access to the Third Party Content.

2.5 You acknowledge that if you need to activate the Third Party Content through the use of internet or telephone, toll charges may apply.

2.6 You shall be responsible for proper installation of the Third Party Content as per the terms of the end user license agreement provided by the Third Party Publisher and accepted by you prior to your purchase and you shall bear all expenses and costs in connection therewith. All warranties for the Third Party Content will be the responsibility of the Third Party Publisher providing the Third Party Content and SE provides no maintenance or support services in connection with the Third Party Content.

2.7 Unless otherwise provided in the sales terms and conditions of a Third Party Publisher or prohibited by the applicable law, your purchase of any Third Party Content through SE EXCHANGE PLATFORM is not cancellable.

2.8 SE is not responsible and shall not bear any warranty, liability or obligation to indemnify, defend or hold you harmless against any claims brought against you in connection with your purchase and or/use of the Third Party Content.

SE has no control over and does not guarantee the quality, safety, merchantability, accuracy, fitness for purpose or other legality of any Third Party Content offered for sale on the SE EXCHANGE PLATFORM.

2.9 You understand and agree that any claim arising out of or relating to your use or inability to use any Third Party Content shall be raised against the Third Party Publisher of such Third Party Content and SE is not liable in any way for any such claim.

3. Taxes.

As a result of any purchase of Third Party Contents you will make through the SE EXCHANGE PLATFORM, if you have a place of business in United States, the invoice to you will include the Taxes or fees applicable to the purchase of Third Party Content and you shall pay the Taxes together with the sales price for such Third Party Content. If your place of business is not in United States, the invoice to you will only reflect the sales price for Third Party Content and does not include the applicable Taxes, you will have the sole responsibility and liability for paying any Taxes applicable to your purchase of such Third Party Content to the Third Party Publisher or relevant authority in accordance with the instruction of the Third Party Publisher and/or relevant authority. All the payments by you shall be made in the currency of United States Dollars.

4.Termination

These Service Terms will remain in effect between you and SE until the Agreement terminates in accordance with the Terms & Conditions. Provisions of these Service Terms that, by their nature, are intended to survive, will survive any termination of the Agreement.

B. Service Terms for the purchase of Third Party Services

1. SE acts as an intermediary providing access to and the operation of the SE EXCHANGE PLATFORM as a service to you, a party that is willing to search and contact Third Party Services from the Third Party Publisher on the SE EXCHANGE PLATFORM, and to Third Party Publisher, a party that willing to publish Third Party Services on the SE EXCHANGE PLATFORM.

2. Through your contact with a Third Party Publisher, you may negotiate and conclude a service contract for purchase of Third Party Services provided by such Third Party Publisher. Such service contract shall be formed directly and solely between you and the Third Party Publisher under the terms and conditions as provided to you by the Third Party Publisher. SE shall not be in any way responsible or liable for your purchase of any Third Party Services, any issues relating to or arising out of any service contract formed between you and any Third Party Publisher.

3. Any activity conducted by you on the website of any Third Party Publisher and with any Third Party Publisher, shall remain at the sole expense and under the sole and full responsibility of you.

4. Should any dispute arise between you and any Third Party Publisher arising out or in connection with your use of the SE EXCHANGE PLATFORM and /or the Service Offering, you hereby acknowledge and agree that you shall have to approach respectively said Third Party Publisher directly in order to attempt to resolve the dispute and SE shall not bear any obligation to take part or otherwise intervene in such dispute and shall not bear any warranty, liability or indemnification obligation to you or such Third Party Publisher in relation to such dispute.

5. These Service Terms will remain in effect between you and SE until the Agreement terminates in accordance with the Terms & Conditions. Provisions of these Service Terms that, by their nature, are intended to survive, will survive any termination of the Agreement.

The Exchange Search Modal