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.

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