License Agreement

Please review the license terms before using AdaptiApps Builder.

 

AdaptiApps END USER LICENSE AGREEMENT

 

AdaptiApps EULAv.1.1: August 6, 2014 (SZ)

 

IMPORTANT—READ CAREFULLY:

 

PLEASE CAREFULLY READ THIS END USER LICENSE AGREEMENT (“EULA”) AS IT IS APPLICABLE WHETHER YOUR USE OF THE ACCOMPANYING SOFTWARE PRODUCT IS SUBJECT TO A TRIAL LICENSE STANDARD LICENSE OR ANY OTHER LICENSE.

 

TO CONFIRM YOUR ACCEPTANCE OF THE TERMS OF THIS EULA AND YOUR AGREEMENT TO BE BOUND BY THIS EULA, CLICK THE APPROPRIATE BUTTON APPEARING ON YOUR SCREEN DURING THE INSTALLATION PROCESS. IF YOU DO NOT WISH TO BECOME A PARTY TO THIS EULA AND DO NOT AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS, CLICK THE CONVERSE APPROPRIATE BUTTON: THIS WILL AUTOMATICALLY ABORT INSTALLATION PROCESS: IN SUCH LATTER CASE, IF THE SOFTWARE PRODUCT HAS ALREADY BEEN PROVIDED TO YOU AS A PHYSICAL COPY, YOU MUST RETURN THE SOFTWARE PRODUCT WITHIN THIRTY (30) DAYS OF RECEIPT THEREOF (INCLUDING ALL ACCOMPANYING PRINTED MATERIALS, ALONG WITH THEIR CONTAINERS) TO THE PLACE FROM WHICH YOU OBTAINED IT. IF THE SOFTWARE PRODUCT HAS BEEN PROVIDED TO YOU AS A DOWNLOAD, YOU MUST IMMEDIATELY DELETE OR EXPUNGE THE SOFTWARE INCLUSIVE OF ALL RELATED FILES AND ANY OTHER ELECTRONIC MATERIAL FROM YOUR COMPUTER, HARD DISKS, SERVERS OR OTHER DEVICE CONTAINING THE SOFTWARE PRODUCT.

 

IF A SYSTEM INTEGRATOR, CONTRACTOR, CONSULTANT, OR ANY OTHER PARTY INSTALLS OR USES THE SOFTWARE ON YOUR BEHALF PRIOR TO YOUR USE OF THE SOFTWARE, SUCH PARTY WILL BE DEEMED TO BE YOUR AGENT ACTING ON YOUR BEHALF, AND YOU WILL BE DEEMED TO HAVE ACCEPTED ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS EULA AS IF YOU HAD INSTALLED OR USED THE SOFTWARE YOURSELF.

 

ADDITIONAL FEES APPLY FOR SOFTWARE SUPPORT SERVICES AND UNLESS OTHERWISE AGREED IN WRITING BY SCHNEIDER ELECTRIC, SOFTWARE SUPPORT SERVICES ARE NOT INCLUDED.

 

This EULA is a legal agreement between your corporation, company or other legal entity, to which AdaptiApps has been provided, (hereinafter referred to as “You” or “Customer”), and Schneider Electric (as defined hereunder). It is Your responsibility to ascertain that any person completing the installation of the Software Product has the mandate or legal authority to bind You and confirm Your acceptance of the terms of this EULA.

 

The terms of this EULA shall apply to the software product that accompanies this EULA or to which this EULA relates, including any associated media containing any device that activates the program(s) contained in said software product, any printed, online or electronic documentation, information, specifications, instructions or material (hereinafter “Documentation”) related to said software product (the “Software Product”).  The Software Product also includes any software updates, add-on components, web services and/or supplements that Schneider Electric may provide to You or make available to You after the date You obtain Your initial access to the Software Product portal and its Software Components companions and after Your acceptance of this EULA, to the extent that such items are not accompanied by a separate license agreement or terms of use, in which case such separate license agreement shall prevail. If You are accessing the Software Product through a Software Product portal, web portal or the cloud You also agree to the Terms of Service, Acceptable Use Policy and Privacy Policy attached to this EULA (See Schedules 2, 3, and 4 attached hereto).

 

As used in this EULA, “Schneider Electric” or the “Licensor” shall mean that company of the Schneider Electric Group which is registered in the country where You have issued Your Purchase Order (including but not limited to orders for purchase, license and/or trial or any expression of Your intent to do the same, hereinafter collectively referred to as “Purchase Order”) of the Software Product; Schneider Electric Group companies are listed under the drop-list of countries <<Select your country>> on the corporate web site of Schneider Electric Group.

 

1. GRANT OF LICENSE

 

In consideration of full payment of the applicable Software Product license fees and subject to Your compliance with Your obligations under this EULA, Schneider Electric grants to You a personal, non-exclusive non-transferable, limited license to use the Software Product for the term identified in the Schneider Electric order form or Schedule and in accordance with the license model identified therein. The Software Product may only be used for purposes of Your ordinary business by the particular users, in the particular location(s) and/or on the particular systems for which You licensed the Software Product as those users, locations and/or systems are identified in the Schneider Electric order form or Schedule.

 

This EULA describes Your general rights to login, install, activate and use the Software Product, to the exclusion of the terms and conditions relating to the purchase (if applicable) by You of the Software Product which terms and conditions shall be referred to under Your Purchase Order or be contained in a separate agreement between You and Schneider Electric or its sales representative or between You and the third-party supplying the Software Product with a third-party product.

 

Depending upon the Software Product’s reference and its related description that is available from Schneider Electric’s website, the license right set forth under this EULA is granted to You as a perpetual license or for a limited period of time (3, 6 or 12 months). The specific period of Your license can be found in the about section of the Software Product.

 

Depending upon the Software Product’s reference and its related description that is available from Schneider Electric’s website, the license rights granted under this EULA may be limited to a trial period (in number of days) indicated by the Software Product upon its installation. During said trial period, You may use the Software Product for the purpose of evaluating whether to activate or not the license to use the Software Product under this EULA.

 

Upon expiry of the trial period, the Software Product will automatically be de-installed and/or rendered unusable (with or without prior warning) and Your license to the Software Product will automatically and immediately terminate, unless You request Schneider Electric to provide You the activation code and You actually activate the license right granted to You hereunder in the manner described during the set-up sequence of the Software Product, and You pay to Schneider Electric the corresponding applicable fees.

 

You acknowledge that an internet connection is required to use the Software Product and toll and/or other charges may apply and You are solely responsible for such charges.

 

If technological measures are designed to prevent unlicensed or illegal use of the Software Product, You agree that Schneider Electric may use those measures and You agree to comply with any requirements regarding such technological measures. You also agree that You, or anyone acting on Your behalf, will not attempt to work around or circumvent such technological measures.

 

Unless You have acquired a Corporate License as expressly defined in this EULA, floating, concurrent or shared use of the Software Product is not permitted and Your use of the Software Product must be licensed under this EULA as a Single User License or a Multiple User License.

 

The Single User License applies when a label affixed on the Software Product’s media itself states "Single User License". A Single User License can only be installed and used on a single personal computer at any given time and is prohibited from being installed and used on a network or any other multi-station computer system that allows simultaneous use by several users.

 

The Multiple User License applies when a label affixed on the Software Product’s media itself states Multiple User License". A Multiple User License allows a concurrent number of installations of the corresponding Software Product on several personal computers, on a network or any other multi-station computer system, but a Multiple User License restricts the number of users to the number defined for the corresponding purchased and registered Software Product. Where You would use a Multiple User License via a network or any other multi-station computer system, it shall be Your responsibility to put in place such means as necessary to guarantee that all restrictions set forth in this EULA are followed.

 

2. RESTRICTIONS

 

You may only access, install, use, access and display the Software Product on a computer or other device, strictly in accordance with the accompanying Documentation, and only for the specific purposes stated in this Documentation or in this EULA.

 

Furthermore, unless otherwise expressly required or authorized by statute or unless otherwise expressly permitted under the terms of a valid Corporate License, You must not:

 

a)     copy the Software Product except for backup purposes only in support of Your permitted use of the Software Product. Any such copy must include all copyright notices and any other proprietary legends present on the original Software Product. You may not sell, lease, license, rent or in other ways transfer any copy of the Software Product. If this Software Product 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 Software Product. If this Software Product contains Documentation that is provided in printed form, You may make one copy of such printed Documentation for each license acquired to the Software Product. 

 

b)     modify, adapt, translate, reverse engineer, decompile, disassemble or otherwise seek to reconstitute the source code of the Software Product, nor create derivative works from the Software Product.

 

c)     sub-license, lease, outsource or rent the Software Product, or permit a third party to use the Software Product for its or anyone else's benefit.  Nor may You use the Software Product as part of a facility management, timesharing, service provider or service bureau arrangement;

 

d)     other than as expressly permitted under this EULA, including but not limited to section 3, distribute in whole or part, modify, or create derivatives of, the Software Product or distribute applications created with the Software Product; and

 

e)     directly or indirectly, export, re-export, download, or ship the Software Product in violation of the laws and regulations of the U.S.A. or the applicable jurisdiction in which You use or are downloading the Software Product.

 

f)      IF U.S. LAW GOVERNS: The Software Product is a “Commercial Item(s),” as that term is defined at 48 C.F.R. § 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. § 12.212 or 48 C.F.R. § 227.7202, as applicable. Consistent with 48 C.F.R. § 12.212 or 48 C.F.R. § 222.7202-1 through § 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are licensed to U.S. Government end users with only those rights as granted to all other end users, according to the terms and conditions contained in this EULA. Manufacturer is Schneider Electric.

 

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

 

The use of the Software Product is intended only for use with content owned by the You, a public domain content or a properly licensed content. You may require a patent, copyright, or other license from a third party to create, copy, download, record or save content files for use with the Software Product or to serve or distribute such files to be used with the Software Product. You agree that You shall only use the Software Product in a manner that complies with all applicable laws in the jurisdictions in which You use or are downloading the Software Product, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights. You may not use the Software Product 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. DESCRIPTION OF OTHER RIGHTS

 

3.1    Not for Resale Software.  If the Software Product is labelled “Not For Resale”, then, notwithstanding other sections of this EULA, Your use of the Software Product is limited to use for demonstration, test or evaluation purposes and You may not use the Software Product in a production environment. Additionally, You may not sell, sub-license, loan or otherwise transfer, said Software Product.

 

3.2    Authorized Applications. For the purpose of this EULA, ‘Authorized Applications’ shall mean those applications that You create, develop or generate by using the Software Product (including its programming tool if any) or by loading in such applications, with or without modification, a library of the Software Product, provided that You have validly licensed said Software Product from Schneider Electric or its authorized resellers. Authorized Applications include, without this being limitative, applicable runtime engines for the Software Product and applicable driver interface that You may provide to Your own customers as part of or together with Your Authorized Applications.

 

Notwithstanding the foregoing, any application created with the Software Product acquired under a Field-Test license (as defined in this EULA) or for demonstration, test or evaluation purposes, is not an Authorized Application.

 

As an express deviation to the rights granted to You under a Single User License or a Multiple User License under this EULA, You are authorized to download on a dongle key the Software Product You have previously activated in Your own premises for the purpose of going to and using the Software Product at Your own customers’ premises provided You can evidence that no other mean is reasonably available to You to perform the installation or commissioning of Your Authorized Application at the premises of Your own customers.

 

You may distribute or otherwise make available Authorized Applications provided You comply with each of the requirements set forth below:

 

(i)     You include Your own valid copyright notice on Your Authorized Applications; and

 

(ii)   You do not remove or obscure any notice of copyright, trademark, patent or other industrial or intellectual property rights that appear on the Software Product as delivered to You or as may appear concerning the Software Product in the Authorized Application's About Box and in any applicable printed Documentation distributed with each copy of Your Authorized Applications; and

 

(iii)  You do not use Schneider Electric’s name, logo or trademarks to market or identify Your Authorized Applications unless You are party to a separate agreement with Schneider Electric giving You such rights or Schneider Electric has given You its express prior written consent to do so;

 

(iv)  You indemnify, hold harmless, and defend Schneider Electric from and against any claims whether based in contract, warranty, tort (including negligence), strict liability, statute or otherwise, including, without limitation, damages for loss of business, loss of profits, business interruption, lawsuits, including attorneys' fees, loss of data, or for any other pecuniary or non pecuniary loss or damage that arise or result from the use or distribution of Your Authorized Applications, provided however that Your contractual obligation of indemnification shall not extend to the percentage of the claimant’s damages or injuries or the settlement amount attributable to Schneider Electric’s fault or to strict liability imposed upon Schneider Electric as a matter of law in any country (on either federal or state level, when applicable); the foregoing obligation of indemnification shall survive the expiry or termination of this EULA; and

 

(v)   You do not permit further redistribution of the Software Product (including Your modifications thereto) by third parties except as part of Your Authorized Applications; and

 

(vi)  You provide Your customer with Your own license agreement to grant the right to use Your Authorised Applications, said license agreement being substantially similar to, but no less restrictive in any way, than this EULA; and

 

(vii) You otherwise comply with the terms of this EULA.

 

3.3    Embedding or integrating the Software Product. You may embed or otherwise integrate the Software Product within Your own product or a third party product, provided that:

 

(i)     You have validly licensed the Software Product from Schneider Electric or its authorized resellers, and

 

(ii)    You perform such embedding or integration in a manner that complies with the Software Documentation to the extent said documentation contains any instructions or recommendations in relation therewith, and

 

(iii)  You comply - with respect to Your own products and said third party products - with each of the same requirements as set forth hereinabove concerning Authorized Applications; said foregoing requirements shall apply mutatis mutandis to any of Your own products or third party products within which You embed or otherwise integrate the Software Product, and any reference made to the term ‘Authorized Application’ in the foregoing provision shall be deemed for the purpose of this present section to be a reference to Your own products or third party products embedding or otherwise integrating the Software Product.

 

(iv)  You provide Your customer with Your own license agreement to grant the right to use Your own products or the third party products within which You embed or otherwise integrate the Software Product, said license agreement being substantially similar to, but no less restrictive in any way, than this EULA.

 

(v)    You indemnify, hold harmless, and defend Schneider Electric from and against any claims whether based in contract, warranty, tort (including negligence), strict liability, statute or otherwise, including, without limitation, damages for loss of business, loss of profits, business interruption, lawsuits, including attorneys' fees, loss of data, or for any other pecuniary or non pecuniary loss or damage that arise or result from You embedding the Software Product or otherwise integrating the Software Product within Your own product or a third party product, provided however that Your contractual obligation of indemnification shall not extend to the percentage of the claimant’s damages or injuries or the settlement amount attributable to Schneider Electric’s fault or to strict liability imposed upon Schneider Electric as a matter of law in any country (on either federal or state level, when applicable); the foregoing obligation of indemnification shall survive the expiry or termination of this EULA; and

 

(vi)  You otherwise comply with the terms of this EULA.

 

4. INSTALLATION, MAINTENANCE AND SUPPORT SERVICES

 

You shall be responsible for the proper installation of the Software Product as per the terms of its Documentation and You shall bear all expenses and costs in connection therewith. Schneider Electric provides no maintenance or support services in connection with the Software Product, other than those which may be defined by way of separate agreement (additional fees apply).

 

5. UPDATE POLICY

 

5.1    If Schneider Electric creates updated versions of the Software Product, it will not be obliged to supply those updates to You, unless You have a valid maintenance agreement with Schneider Electric or its authorised reseller.

 

5.2    If You are entitled to receive updated versions of the Software Product, the licence terms of that updated version are the terms of this EULA as such terms may have been updated at the time of supply of any updated version.

 

5.3    A reference to the Software Product in this EULA will include any updated version provided to You by Schneider Electric or its authorised reseller.

 

6. LICENSE KEY or CREDENTIALS

 

6.1      You acknowledge that, if the Software Product is protected by a lock or Credentials, the Software Product cannot be used except in conjunction with a valid software key code or Credentials or a hardware key (the “License Key”) provided to You or to another person on Your behalf by or on behalf of Schneider Electric or its authorised reseller.

 

6.2      You agree that such License Key or Credentials is to be used solely with the Software Product for which it is provided. While Schneider Electric may, in its sole discretion, provide You with the License Key or Credentials prior to receipt from You of the applicable license fees, You will remain obligated to pay such fees to Schneider Electric.

 

6.3      Any and all risk in the media on which the Software Product and License Key or Credentials are provided passes to You upon delivery.  In the event that the Software Product or License Key is lost, stolen or destroyed after delivery, Schneider Electric will not be required to replace the Software Product or License Key.

 

6.4      In the event of a lost, stolen or destroyed License Key or Credentials, and if Schneider Electric agrees to replace the License Key or Credentials, prior to Schneider Electric providing a replacement License Key or Credentials to You, You must:

 

(i)    provide a statutory declaration signed by You to Schneider Electric that confirms You have permanently lost or destroyed the Software Product or License Key or Credentials that is to be replaced and that You have not retained the Software Product or License Key or Credentials in any form nor included it with any other software or system owned, operated or controlled by You; and

 

(ii)   comply with any other direction of Schneider Electric related to the replacement.

 

6.5    If the License Key or Credentials is faulty, and provided that such fault is attributable to an act or omission by Schneider Electric, Schneider Electric will replace the License Key or Credentials if the faulty License Key is returned within the warranty period specified by Schneider Electric.  Subject to section 9 “Warranties” below, if the faulty License Key or Credentials is not returned within said warranty period, Schneider Electric will replace the License Key upon payment by You of an administration fee to be advised by Schneider Electric at the time.

 

7. TITLE

 

The Software Product, as well as all rights, title, interest, technology and know-how, whether patented or not, embodied in the Software Product, as well as all industrial and/or intellectual property rights attached to the Software Product, including but not limited to copyright, shall remain the sole property of Schneider Electric, to the exclusion of any third-party software embedded in the Software Product or otherwise provided to You with the Software Product.

 

Nothing in this EULA shall be deemed to convey to You any of Schneider Electric’s proprietary rights in the Software Product; all rights not specifically granted in this EULA are reserved by Schneider Electric. Schneider Electric does not sell the Software Product to You but only grants You the license rights defined in this EULA.

 

All industrial and/or intellectual property rights pertaining to any third-party software embedded in the Software Product or otherwise provided to You with the Software Product shall remain vested in the relevant third-party and there will be no deemed or implied transfer of ownership to You of such third-party proprietary rights.

 

Should You become aware of any infringement to the proprietary rights of Schneider Electric on the Software Product, You shall immediately inform Schneider Electric of such infringement and provide all relevant information required by Schneider Electric to defend its interests.

 

8. TRADEMARKS

 

Schneider Electric and other trademarks contained in the Software Product are registered trademarks of the Schneider Electric group. Except as otherwise expressly prescribed by statute, You may not remove or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels in the Software Product. This EULA does not authorise You to use any names or trademarks of Schneider Electric or its authorised resellers.

 

9. WARRANTIES

 

9.1      Schneider Electric warrants that for a period of ninety (90) days from the date of its delivery to You by Schneider Electric or its authorised reseller (i) the Software Product will perform substantially in accordance with its Documentation, and (ii) the medium on which the Software Product is provided to You (if provided under a tangible form) and the License Key (if any) will be free from defects in materials and workmanship.

 

Schneider Electric’s sole obligation and Your sole remedy with respect to the foregoing limited warranty shall be, at Schneider Electric's option, to either return the fees paid (if any) for the Software Product, or to fix the defect or non-compliance or to replace the defective Software Product, the medium or the License Key without charge to You, provided that (i) You give notice of the defect to Schneider Electric or its authorised reseller within the above mentioned warranty period, and (ii) the defect does not fall under the exclusions set under section 9.2 below.

 

9.2      Schneider Electric’s warranty shall be excluded if the Software Product, its medium or License Key has been altered or fails to perform in any way, as the result of any accident, abuse, omission or abnormal use such as for instance but not limited to the use of the Software Product with third party products (hardware, software, firmware or operating system) which are not intended by Schneider Electric for use with the Software Product, or the utilization of an improper hardware or software key (if applicable) with the Software Product, or the unauthorized maintenance of the Software Product.

 

Any replacement Software Product, media or License Key supplied to You pursuant to section 9.1 hereinabove will be warranted for the remainder of the original ninety (90) warranty period or thirty (30) days, whichever is longer. Laws of some countries (either on federal or state level) do not allow limitations on duration of an express or implied warranty, so the above or any other limitation provided herein may not apply to You. In such event, such warranties are limited to the minimum warranty period legally allowed in said countries.

 

9.3      TO THE FULL EXTENT PERMITTED BY LAW (ON BOTH FEDERAL AND STATE LEVEL, WHEN APPLICABLE) APPLICABLE IN ANY COUNTRY WHERE YOU WILL INSTALL, COPY, RUN OR OTHERWISE USE THE SOFTWARE PRODUCT, SCHNEIDER ELECTRIC MAKES NO OTHER WARRANTY THAN THOSE CONTAINED IN THIS SECTION 9 AND EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OR REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, AS TO THE SOFTWARE PRODUCT, ITS UPDATES AND ITS DOCUMENTATION, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR SAMPLE. FURTHER, WHILE SCHNEIDER ELECTRIC HAS TAKEN REASONABLE STEPS TO ENSURE THE ACCURACY OF THE INFORMATION CONTAINED IN OR SHOWN BY THE SOFTWARE PRODUCT, SCHNEIDER ELECTRIC MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO WHETHER THE SOFTWARE PRODUCT OR ANY INFORMATION CONTAINED IN OR SHOWN BY THE SOFTWARE PRODUCT AND ITS DOCUMENTATION WILL MEET YOUR REQUIREMENTS, EXPECTATIONS OR PURPOSES. FURTHER, SCHNEIDER ELECTRIC MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND, WHETHER EXPRESS OR IMPLIED, THAT THE SOFTWARE PRODUCT WILL OPERATE IN COMBINATIONS OTHER THAN AS SPECIFIED IN THE DOCUMENTATION, THAT THE OPERATION OF THE SOFTWARE PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT THE SOFTWARE PRODUCT WILL PROTECT AGAINST ALL POSSIBLE SECURITY THREATS, INTERNET THREATS OR OTHER THREATS OR INTERRUPTIONS.

 

9.4      No oral or written information, statement, opinion or advice allegedly given by Schneider Electric, its authorized resellers, agents or employees, or anyone else on its behalf, shall create any liability or in any way extend or vary the scope of the warranties expressed in this EULA.

 

10. LIABILITIES

 

You expressly acknowledge and accept that use of the Software Product is at Your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with You as licensee. To the maximum extent permitted by applicable law, the Software Product is provided “as is”, with all faults and without warranty of any kind not contained in section 9.

 

NOTWITHSTANDING ANY PROVISION OF THIS EULA TO THE CONTRARY, IN NO EVENT SHALL SCHNEIDER ELECTRIC NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE SOFTWARE OR SERVICES, INCLUDING BUT NOT LIMITED TO THIRD PARTY LICENSORS AND AUTHORIZED RESELLERS, BE LIABLE FOR ANY INDIRECT, INTANGIBLE, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOSS, EXPENSE OR CAUSE OF ACTION, WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR FOR ANY OTHER PECUNIARY OR NON PECUNIARY LOSS OR DAMAGE, ARISING OUT OF OR IN CONNECTION WITH THE USE, INABILITY TO USE OR MISUSE OF THE SOFTWARE PRODUCT, EVEN IF SCHNEIDER ELECTRIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

NOTWITHSTANDING ANY PROVISION OF THIS EULA TO THE CONTRARY, SCHNEIDER ELECTRIC’S AGGREGATE LIABILITY UNDER THIS EULA SHALL IN NO CASE EXCEED THE  TOTAL LICENSE FEES PAID BY YOU TO ACQUIRE THE LICENSE FOR THE SOFTWARE PRODUCT WHICH CAUSED THE DAMAGE OR GAVE RISE TO THE LIABILITY OR, IN THE CASE OF SERVICES WHICH GAVE RISE TO THE LIABILITY, THE PRICE PAID BY YOU FOR SUCH SERVICES. YOU ACKNOWLEDGE THAT SCHNEIDER ELECTRIC’S PRICING REFLECTS THE ALLOCATION OF RISKS, OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS AND THE LIMITATION OF LIABILITY HEREUNDER.

 

You shall indemnify and hold Schneider Electric harmless from any and all claims, damages, demands or proceedings (including attorney’s fees) brought against Schneider Electric including those brought by any third party arising out of or in connection with the use, inability to use or misuse of the Software Product by You, and whether based in contract, warranty, tort (including negligence), strict liability, statute or otherwise.

 

The license granted under this EULA does not cover any modification, update, translation or adaptation, whether authorized or not, that might have been made to the Software Product by any person other than Schneider Electric. Schneider Electric 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.

 

Notwithstanding any other term of this EULA, Schneider Electric's liability arising out of this EULA is reduced proportionally to the extent to which the act or omission of You or any third party or person contributed to the loss or damage incurred.

 

The above limitations or exclusions of liability shall apply only to the extent permitted by law applicable in any country (on either federal or state level, when applicable) where You will install, copy, run or otherwise use the Software Product.

 

The limitations or exclusions of warranties and liability contained in this EULA 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).

 

11. THIRD PARTY SOFTWARE

 

The Software Product may embed or be provided to You with third-party software(s), in unmodified or modified forms.

 

By accepting this EULA, You are also accepting the terms and conditions of the software licenses from any third-party owning the intellectual property rights on said third-party software(s), and any use You will do of any such third-party software(s) being part of the Software Product is subject to the terms of those third-party licenses.

 

Further, the Software Product may contain code, including third party code, for which Schneider Electric is required to provide attribution. Some of this code may be released under alternative license terms. Such code is not licensed under this EULA and shall be subject only to the alternative license which shall constitute the sole license for such code and shall govern the relation between You and the alternative licensor. This EULA does not alter any rights or obligations You may have under these alternative licenses. Schneider Electric provides no warranty whatsoever in relation to code subject to such alternative licenses.

 

Schneider Electric cannot and does not grant to You any license to any third party’s intellectual property rights held by a third party in respect of which You may need to hold a license in order to be able lawfully to use the Software Product for the purposes contemplated by You, including so as to be able lawfully to use the Software Product in such specific process, set-up or other context and in such specific combination with other software or devices as may be intended by You. You must at Your own expense acquire and maintain any such licenses from such third parties, and Schneider Electric cannot be held liable if a third party raises a claim for infringement of such third party's patent rights or other intellectual property rights. If You do not acquire and maintain such third party licenses as mentioned and if this somehow results in a third party raising a claim against Schneider Electric, You shall indemnify Schneider Electric against any such third party claim whereby the specific limitations of Schneider Electric’s warranty and liability defined in Section 9 and Section 10 of this EULA shall apply. 

 

Further to the above, in relation to parts of the Software Product that are subject to alternative licenses, Schneider Electric's liability shall be further limited in accordance with the terms and conditions of such alternative license and Schneider Electric will in no event be subject to a wider or more substantial liability than what is evident from such alternative licenses.

 

12. COMPLIANCE

 

You agree to make all applicable records available for review by Schneider Electric during Your normal business hours so as to permit Schneider Electric (upon reasonable written notice to You) to verify Your compliance with the terms and conditions of this EULA. Further, You agree that upon the request of Schneider Electric or Schneider Electric's authorized representative, You will promptly document and certify in writing to Schneider Electric that Your and Your employees' use of the Software Product complies with the terms and conditions of this EULA.

 

Schneider Electric may (upon reasonable written notice) inspect Your use of the Software Product during Your normal business hours to ensure Your compliance with this EULA. If the results of any such review or inspection indicate Your unlicensed or non-compliant use of the Software Product or the underpayment by You of applicable fees contractually due and payable to Schneider Electric, You shall: (i) immediately pay sufficient fees to cover Your use of the Software Product, or such amounts of fees remaining due to Schneider Electric and (ii) reimburse Schneider Electric for the cost of such review or inspection.

 

13. EXPORT CONTROL

 

The export of products, software, technology or information may be subject to control or restriction by applicable laws or regulations on the control of export, notably the United States Export Administration Act and the regulations there under, and the European Union Regulation 428/2009 applicable to dual use and cryptographic products and technologies.  You are solely responsible for determining the existence and application of any such law or regulation to any proposed export of the Software Product by You or Your representatives and for performing any declaration or obtaining any required authorisation in relation therewith.  You agree not to export the Software Product from any country in violation of any applicable legal or regulatory obligations or restrictions on that export. In the event the aforementioned legal or regulatory obligations or restrictions are violated by You or any of Your representatives in relation with the export of the Software Product, You shall indemnify and hold Schneider Electric and its authorized resellers harmless from any claims and compensate the same against any damages which any third party (including but not limited to governmental and/or international authorities and/or organizations) will claim against Schneider Electric and/or its authorized resellers as the result of any such violation by You or Your representative(s).

 

14. ASSIGNMENT

 

Your rights or obligations under this EULA may not be sold, sub-licensed, rented, assigned, delegated, transferred or otherwise conveyed by You or Your representatives without Schneider Electric’s prior express written consent. Schneider Electric may assign this license to any company within the Schneider Electric Group of companies or to any company it may acquire control of or merge with.

 

15. DURATION AND TERMINATION

 

15.1  The license right granted to You under this EULA shall come into effect as of the date of Your payment of the applicable Software Product license fees and Your acceptance of the terms hereof and shall remain effective unless such license right expires or terminates when (i) such license right was granted to You for a limited period of time in accordance with section 2 and such limited time period expires, or (ii) such license right was granted to You under a trial period in accordance with section 2 and You do not further activate it upon expiry of said trial period as per section 2, or (iii) this EULA is terminated by either Schneider Electric or You with immediate effect if, respectively, You or Schneider Electric fail to comply with any of its obligations under this EULA.

 

15.2  Upon expiration or termination of the license right granted to You hereunder, You undertake to immediately discontinue use of the Software Product and You must (i) if the Software Product has been provided to You as a physical copy, return the Software Product and related copies and data, including without limitation those stored on Your computer hard disks or servers, including all accompanying printed materials along with their containers to the place from which You obtained the Software Product, and (ii) if the Software Product has been provided to You as a download, delete or expunge the Software Product, inclusive all related files and any other electronic material, from Your computer, hard disks, servers or other device containing it and You agree to provide a statutory declaration signed by You to Schneider Electric that confirms that You have performed (i) and/or (ii) above.

 

15.3  Termination of the license granted to You hereunder does not affect any rights or remedies which may have accrued before said termination to the benefit of Schneider Electric under this EULA, at law or otherwise.

 

16. MISCELLANEOUS

 

16.1  This EULA, including its Schedule, constitutes the entire agreement between You and Schneider Electric in relation to Your right to use the Software Product and replaces any previous agreement or understanding, whether oral, electronic or written, in relation with the same subject matter.

 

Documentation forms an integral part of the license granted under this EULA. In case of a discrepancy between the terms of this EULA and the provisions of the Documentation, the terms of this EULA shall prevail.

 

Should they differ, the terms of the printed version of this EULA, which may be supplied with the Software Product package, shall prevail over those that may be read on a computer screen.

 

16.2  Any change to the terms of this EULA shall only be valid and applicable to You if made in writing and signed by the respective authorized officer of each of Schneider Electric and You.

 

16.3  Should any of the provisions of this EULA be held invalid, illegal or unenforceable by a competent jurisdiction, You and Schneider Electric shall take all reasonable steps in order to modify such provision to render it valid and enforceable, bearing in mind their original intentions, and such provision as modified shall be fully enforced by You and Schneider Electric; all other provisions shall remain valid and unaffected by such declared invalidity, illegality or non-enforceability.

 

16.4  No failure or delay on the part of either You or Schneider Electric in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.

 

16.5  Headings in this EULA are just for ease of reference and will not affect its interpretation.

 

16.6  Words expressed in the singular include the plural and vice versa.

 

16.7  Section 7, 8, 9, 10, 11, 12 and 13 of this EULA shall survive termination of this EULA or expiration of the license right granted to You under this EULA in accordance with section 15.1. Furthermore, provisions that by their nature are intended to survive termination or expiration of this EULA and the license granted to You hereunder, shall survive such termination or expiration.

 

17. APPLICABLE LAW & DISPUTES

 

This EULA shall be exclusively governed by the laws of the country (on both federal and state level, when applicable) where Schneider Electric has its registered office or principal place of business, to the exclusion of said country’s conflict of law rules.

 

Any dispute arising out of or relating to this EULA, the breach, termination or the validity thereof, or the parties’ relationship outside this EULA, whether arising in contract, tort or otherwise, and whether based upon facts or disputes occurring before, during or after the term of this EULA, will be settled by final, binding arbitration in accordance with the then-current London Court of International Arbitration (“LCIA”) rules for arbitration of business disputes by a sole arbitrator who will be a former judge or justice with significant experience in resolving business disputes involving the licensing of software. The place of arbitration shall be in London, United Kingdom. The language to be used in the arbitral proceedings shall be English and the governing law shall be the substantive laws of the United Kingdom, without regard to such country’s principles of conflicts of law. To the extent otherwise applicable, the parties hereto agree that the United Nations Convention on the International Sale of Goods will not apply to this Agreement. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR THE LCIA RULES, THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF THE COMPENSATORY DAMAGES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES) OR IN EXCESS OF THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN THIS AGREEMENT, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, PUNITIVE DAMAGES), IN ANY FORUM. THE ARBITRATOR WILL BE REQUIRED TO FOLLOW THE APPLICABLE LAW AS SET FORTH IN THE GOVERNING LAW SECTION OF THIS AGREEMENT AND FOLLOW THE TERMS OF THIS AGREEMENT. The arbitrator may award equitable relief in those circumstances where monetary damages would be inadequate, such as a party’s violation of the confidential information provisions hereof. The successful or prevailing party will be entitled to recover its reasonable attorneys’ fees, expert witness fees and other costs of arbitration, in addition to such other relief to which it may be entitled.

 

You acknowledge and accept that Schneider Electric will be irreparably damaged (and damages at law may be an inadequate remedy) if You breach any provision of this EULA and such provision is not specifically enforced. Therefore, in the event of a breach or threatened breach by You of this EULA, Schneider Electric shall be entitled, in addition to all other rights or remedies, to (a) an injunction restraining such breach, without being required to show any actual damage or to post an injunction or other bond; or (b) a decree for specific performance of the applicable provision of this Agreement; or (c) both to the extent permitted by applicable law in the country where Schneider Electric has its registered office or principal place of business and/or, as relevant in the context, where You will install, copy, run or otherwise use the Software Product, on either federal or state level when applicable.

 

 

 

SCHEDULE 1

 

SPECIFIC TYPES OF LICENSE

 

The following terms and conditions are in addition to (not in lieu of) the terms and conditions contained in the EULA and the terms and conditions contained in the EULA (including but not limited to the limitation of liability provisions) are incorporated herein as if fully set forth.

 

Specific other use rights may be granted to You depending upon the type of license You have acquired.

 

 

Educational license. If You wish to acquire the Software Product for educational purpose only, please contact Schneider Electric’s organization or its authorized reseller serving Your country. In case the Software Product is identified as academic or educational software, You must be a qualified educational user to be entitled to use said Software Product; if You are not a qualified educational user, You have no rights under this EULA with respect to said academic or educational software. To determine whether You are a qualified educational user, please contact Schneider Electric’s organization or its authorized reseller serving Your country.  Once licensed to use said academic or educational Software Product, You may not sell or transfer any such Software Product or sub-license Your license right to use the same to anyone except to another person who is qualified by Schneider Electric as a qualified educational user. As used in this section of EULA, the term ‘person’ shall be broadly interpreted to include without limitation any individual, any corporation, company or other legal entity.

 

 

License for Field-Test. If You have acquired a license for field-test purposes, You acknowledge and agree that the Software Product licensed to You under a field-test license is pre-release software only which has not completed Schneider Electric’s formal release and testing requirements. As such, said Software Product may not be fully functional and You assume the entire risk as to the results and performance of the Software Product and (i) said Software Product is provided to You on an AS-IS basis and (ii) Schneider Electric disclaims all warranties, express or implied, for said Software Product. You may install and use the Software Product licensed to You under a field-test license on computers in Your workplace only for the purpose of testing said Software Product before it is commercialized by Schneider Electric and potentially identifying any errors, bugs or defects in said Software Product. You also agree to use reasonable efforts to provide feedback to Schneider Electric regarding Your use of the Software Product, including a prompt report to Schneider Electric of errors, bugs or defects that You might find. You agree to maintain the confidentiality of such feedback and to not disclose such feedback to any third parties without the prior written consent of Schneider Electric. Therefore, notwithstanding anything in this EULA to the contrary, You may not distribute or transfer any applications You create with the Software Product licensed to You under a field-test license. Schneider Electric will not update the Software Product licensed to You under a field-test license, nor provide support in relation thereto. The Software Product licensed to You under a field-test license may contain code that will, after a certain time period, deactivate the Software Product and render it unusable. Although said Software Product will attempt to warn You of the time frame in which it will be disabled, You acknowledge and agree that said Software Product may be deactivated or rendered unusable with or without warning. Upon such deactivation, this EULA will be considered terminated. Prior to deactivation of the Software Product, You may contact Schneider Electric to convert Your field-test license on the Software Product to a standard license governed by this EULA on the final release of said Software Product if and when available from Schneider Electric by paying to Schneider Electric the applicable license fee and obtaining from Schneider Electric the relevant activation code(s). You agree that Schneider Electric has no obligation to release a productized version or final release of said Software Product.

 

 

Corporate license.

You may not acquire a Corporate License unless You are a company or a corporation.

 

If You acquire a Corporate License from Schneider Electric, the media on which the Software Product is provided to You shall be configured so that it can only be used to operate the Software Product under a Corporate License; said media shall expressly mention the name of Your company, corporation or Group of Companies as being the licensee of a Corporate License on said Software Product.

 

The media containing the Software Product shall be provided to You separately from the license file necessary to activate said Software Product; said license file shall be configured so that it can only activate said Software Product under a Corporate License.

 

If and when acquiring a Corporate License, You acquire a concurrent use license under the following limits:

- You may install the Software Product for use by Authorized Users from and to the Sites only; - Any use of a Software Product licensed to You under a Corporate License is strictly prohibited by any person who or which is not an Authorized User, and from or to a location which does not qualify as a Site as defined hereunder.

 

If and when acquiring a Corporate License, it is agreed as an express deviation to section 2 a) of this EULA, that:

 

-       You acquire the right to copy or reproduce the Software Product including the right to duplicate the media on which the Software Product is provided to You and the related license file; and

-       You acquire the right to permit the use of the Software Product by any company or corporation which is part of Your Group of Companies (as defined hereunder),

 

in both cases, for the sole and restricted purpose of exercising the concurrent use license right granted to You under said Corporate License within the limits set forth hereinabove.

 

This Schedule forms an integral part of this EULA, and all terms and conditions of this EULA which are not expressly deviated under this Schedule, shall apply to You in accordance with the foregoing in addition to the terms and conditions set forth in this Schedule.

 

As used herein and for the purposes of Corporate Licenses only, the following terms shall have the following meaning:

 

-       the term ‘Group of Companies’ means any company or corporation:

a)     in which (i) You directly or indirectly own or control the voting rights attached to more than 50% of the issued ordinary share capital, or (ii) control directly or indirectly the appointment of a majority of directors (or equivalent) of its board of directors (or equivalent body); or

b)     which directly or indirectly (i) owns or controls the voting rights attached to more than 50% of Your issued ordinary share capital, or (ii) controls the appointment of a majority of directors (or equivalent) of Your board of directors (or equivalent body); or

c)     which is directly or indirectly owned or controlled by the same company or corporation as You in accordance with sub-case b) above.

 

-       the term ‘Authorized Users’ means any end-users at the Sites who use the Software Product;

 

-       the term ‘Sites’ means Your facility to which Schneider Electric initially supplied the Software Product as well as all of Your facilities and the facilities of Your Group of Companies, irrespective whether said facilities are located within the same country or several countries.

 

 

SCHEDULE 2

 

Terms of Service (the “Agreement”)

 

The following terms and conditions are in addition to (not in lieu of) the terms and conditions contained in the EULA and the terms and conditions contained in the EULA (including but not limited to the limitation of liability provisions) are incorporated herein as if fully set forth.

 

If You are accessing the Software Product through a Software Product portal, web portal or the cloud You also agree to this Agreement.

 

1. Definitions.  

 

(a)       “Customer Data” means all information, content, and data, including all text, sound, software or files that are provided to Schneider Electric by Customer and/or Customer’s End Users in connection with the use of the Services. Customer Data may include information, content, and data that Customer and/or Customer’s End Users (i) upload to the Services, and/or (ii) create and/or modify using the Services.

 

(b)       “Order Form” means an Schneider Electric quote order or other ordering document agreed to in writing (i) by the parties under this Agreement, or (ii) by Customer and an Schneider Electric Channel Partner provided that Schneider Electric has accepted such Order Form in writing.  

 

(c)       “Services” means one or more of the cloud services or features made available to Customer under this Agreement by Schneider Electric.

 

(d)       “Services Description” means the functional descriptions of the applicable Services found at http://adaptiapps.schneider-electric.com, as may be amended from time to time by Schneider Electric.

 

(e)       “Services Period” means the timeframe set forth in the Order Form (or if no such timeframe is specified in the Order Form, then a one (1) year period) during which Customer may access and use the Services. 

 

(f)        “Software Program” refers to the software products owned or licensed by Schneider Electric to which Schneider Electric grants Customer access as part of the Services (including any program updates provided as part of the Services).   

 

(g)       “Third Party Content” means all text, files, images, graphics, illustrations, information, data, audio, video, photographs and other content and material, in any format, that are obtained or derived from third party sources outside of Schneider Electric and made available to Customer through, within, or in conjunction with Customer’s use of, the Services.  

 

2. Right to Use the Services

 

(a)       For the duration of the Services Period and subject to Customer’s payment of the amounts required in the Order Form, and except as otherwise set forth in this Agreement or the applicable Order Form, Customer shall have the non-exclusive, non-assignable, limited right to access and use the Services described in the Order Form solely for Customer’s internal business operations. 

 

(b)       Customer may allow its employees, agents, and contractors working on Customer’s behalf and for the benefit of Customer (collectively “End Users”) to use the Services for the purpose described in Section 2(a) above.  Customer shall be fully responsible for its End Users’ acts and omissions including without limitation its End Users’ compliance with this Agreement and the Order Form.

 

(c)       The Services may enable Customer to link to, transmit Customer Data to, or otherwise access, third party websites, content, products, services, and information of third parties.  Schneider Electric does not control and is not responsible for such websites or any such content, products, services and information accessible from or provided through such websites.  Customer bears all risks associated with access to and use of such websites and third party content, products, services and information.

(d)       Customer shall obtain at Customer’s sole expense any rights and consents from third parties necessary for Customer Data that Customer uses with the Services, including such rights and consents as necessary for Schneider Electric to perform the Services under this Agreement.

 

3.  Restrictions on Use

 

(a)       Customer’s use of the Services may be subject to certain restrictions set forth in this Agreement, the Services Description and/or the Order Form, which may include without limitation certain limitations on the scope of use, capacity, types and quantities of system resources, and/or duration of the Services.  Customer’s use of the Services in a manner inconsistent with such restrictions may adversely impact the performance of the Services, may result in additional fees to Customer, and/or may result in suspension or termination of the Services. 

 

(b)       This Agreement only gives Customer some rights to use the Services.  As between Schneider Electric and Customer, Schneider Electric or its licensors own and reserve all right, title and interest in and to the Services and all hardware, software and other items used to provide the Services, other than the access rights explicitly granted to Customer in Section 2 above.  No title to or ownership of any proprietary rights related to the Services is transferred to Customer or any End User pursuant to this Agreement or any transaction contemplated by this Agreement.  All rights not explicitly granted to Customer are reserved by Schneider Electric. In the event that Customer makes suggestions, improvements or modifications to Schneider Electric regarding any features, functionality or performance that Schneider Electric adopts for any of its products including the Services, such features, functionality or performance shall be deemed to be automatically assigned under this Agreement to, and shall become the sole and exclusive property of, Schneider Electric.

 

(c)       Customer agrees that it will comply with any technical limitations of the Services and that it will not, nor will Customer cause or permit others to:

(i)         reverse engineer, decompile, disassemble, modify, adapt or translate any part of the Services, or create derivative works based on any part of the Services, except and only to the extent that applicable law expressly permits, despite this limitation or except and only to the extent that Schneider Electric gives it prior written consent;

(ii)        remove, obliterate, destroy, minimize, block or modify any logos, trademarks, copyright, digital watermarks, or other notices of Schneider Electric or its licensors;

(iii)       work around any technical limitations in the Services or access or use the Services in order to build or support, and/or assist a third party in building or supporting, products or Services competitive to Schneider Electric;

(iv)       publish or otherwise make available any of the programs or materials resulting from the Services (excluding Customer Data); 

(v)        perform or disclose any benchmark or performance tests of the Services without Schneider Electric’ prior written consent;

(vi)       perform  or  disclose  any  of  the  following  security  testing  of  the  Services  or  associated infrastructure without Schneider Electric’ prior written consent:  network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing, or penetration testing; and

(vii)      transfer, license, sublicense, rent, lease, sell, lend, distribute, host, outsource, disclose, permit timesharing or service bureau use, assign, or otherwise commercially exploit or make the Services or any part thereof including without limitation any materials or programs (including the Software Programs) available through or in connection with such Services, or any rights or duties under this Agreement, to any other person or entity without the prior written consent of Schneider Electric and such consent may be withheld in the sole discretion of Schneider Electric.

 

Notwithstanding the foregoing, Schneider Electric recognizes and agrees that certain users of the Services may be OEM customers of Schneider Electric (an “OEM Customer”).  In such instance, Schneider Electric understands that such OEM Customer may make the Services available to the OEM Customer’s third party customers.  Schneider Electric consents to such use of the Services by the OEM Customer provided the OEM Customer abides by Schneider Electric’ separate conditions and procedures relating to operating as an OEM Customer of Schneider Electric.  

 

(d)       The Services are not fault-tolerant and are not guaranteed to be error free or to operate uninterrupted. Unless Schneider Electric gives its prior written consent, Customer has no right to use (and must not use) the Services in connection with any application or situation where the failure of the Services could lead to death or serious bodily injury of any person, or to severe physical or environmental damage (“High Risk Use”).  High Risk Use does not include utilization of the Services for administrative purposes, to store configuration data, engineering and/or configuration tools, or other applications, the failure of which would not result in death, personal injury, or severe physical or environmental damage. Customer agrees to indemnify and hold harmless Schneider Electric from any third-party claim arising out of Customer’s use of the Services in connection with any High Risk Use.

 

(e)       Schneider Electric may make changes or updates to the Services (such as infrastructure, security, technical configurations, application features, etc.) during the Services Period, including to reflect changes in technology, industry practices, and patterns of system use.  Furthermore, Schneider Electric may (at its discretion) change, discontinue, add, modify, re-price or remove features or functionality from the Services from time to time.  The Services Descriptions are also subject to change at Schneider Electric’ discretion. 

 

(f)        Customer understands and agrees that Schneider Electric, its affiliates, and its subcontractors may perform certain aspects of the Services, such as (but not limited to) service administration, hosting, support, and/or disaster recovery, from data centers and other facilities located throughout the world.  As such, Customer recognizes and agrees that use of the Services may result in the Customer Data being collected, transferred, processed, and/or used in any area of the world.  Schneider Electric reserves the right to contract with third party subcontractors to provide all or part of the Services on behalf of Schneider Electric and Schneider Electric may change or replace such subcontractors at any time in its sole discretion.

 

(g)       Customer is responsible for identifying and authenticating all End Users, for approving access by such End Users to the Services, and for controlling against unauthorized access by End Users.  It is Customer’s responsibility to maintain the confidentiality of its and its End Users’ account information and passwords and Customer agrees to accept responsibility for all activities that occur under Customer’s account.  Schneider Electric will have the right to rely upon any information received from any person/entity using Customer’s account and password and Schneider Electric will incur no liability arising out of such reliance.  Schneider Electric is not responsible for any harm caused by Customer’s End Users, including individuals who were not authorized to have access to the Services. 

 

(h)       In addition to the foregoing restrictions, Customer agrees not to use or permit use of the Services in a manner that violates the Schneider Electric Acceptable Use Policy.

4. Customer Data.

 

(a)       Customer retains all right, title, and interest in the Customer Data.  Customer grants Schneider Electric a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, paid-up, transferable, sub-licensable license and approval to use, import, distribute, modify and distribute modifications of, perform, create and distribute derivative works of, copy, and display the Customer Data for the purpose of and in conjunction with providing the Services.  The license granted in this Section 4(a) includes the right of Schneider Electric to sublicense its subsidiaries and affiliates and any third parties subcontractors providing all or part of the Services on behalf of Schneider Electric to perform the foregoing.  Customer represents that Customer has and will keep in effect during Customer's use of the Services, all licenses and approvals necessary to grant Schneider Electric and its subsidiaries, affiliates, and subcontractors these rights and that they will be provided at no charge to Schneider Electric.  Customer is responsible for complying with the terms of any such license agreements including entitlements and permitted uses. Customer represents that by adding, creating, installing, uploading, or transferring the Customer Data for use in conjunction with the Services, Customer is not exceeding any specified entitlement or permitted use or violating applicable license agreements or applicable laws. Customer agrees to indemnify and hold harmless Schneider Electric from any third-party claims and any costs and other amounts that Schneider Electric may incur or otherwise be subject to because of Customer's breach of this Section 4(a).

 

(b)       Customer may at any time (subject to Section 8(b)) request in writing return of its Customer Data that is stored on the Services at the time of such request.  Upon Schneider Electric’ receipt of Customer’s written request to return such Customer Data, Schneider Electric shall use commercially reasonable efforts to return such Customer Data to Customer within thirty (30) days after receipt of the request.  The Customer Data will be returned to Customer in Schneider Electric’ standard format or such other format as Schneider Electric may reasonably choose.     

 

(c)       Customer is solely responsible for all Customer Data, including selection, creation, design, usage, licensing, maintenance, testing, backup, and support.  Customer acknowledges and agrees that the Services are not intended to act as a document/data retention system for Customer.  The Services have limited capacity to store Customer’s Customer Data and Schneider Electric may delete or otherwise overwrite Customer Data in the Services once that capacity limit has been met.  Customer is also responsible for any individual’s personal information or any information Customer considers confidential that is included in the Customer Data. The laws of some jurisdictions may require the consent of individuals prior to including their personal information in the Customer Data or require compliance with laws, rules, and regulations.  Customer agrees to comply with all applicable laws, to obtain all necessary consents (including those related to the collection, use, processing, transfer and disclosure of personal information), and make all necessary disclosures before including personal information in the Customer Data and using such personal information in connection with the Services.  Customer represents that it will not include any personal information in the Customer Data, if in doing so Customer could not fulfill any of its obligations stated herein.

 

(d)       Customer acknowledges that this Agreement and the Order Form describe the Services and available options Customer may order and any such Services that Customer orders meet Customer requirements, including requirements for Customer to meet its responsibility for processing any personal information.  Customer acknowledges that Customer has reviewed the security features and responsibilities as described in the applicable Services Descriptions and has determined that they meet Customer’s security needs. Customer is solely responsible for determining the appropriate procedures and controls regarding security of Customer’s Customer Data and for the implementation of any such procedures and controls.  If the current security, procedures, and/or controls offered by Schneider Electric with respect to the Services do not meet Customer’s requirements, then Customer should not use the Services.  Customer acknowledges that since the Services use a public Internet environment, Schneider Electric cannot commit to particular confidentiality obligations regarding any Customer Data or Customer confidential information that Customer adds to or uses in connection with the Services.  Schneider Electric assumes no confidentiality obligations regarding Customer Data, regardless of the terms in the Agreement or any separate confidentiality agreement between Customer and Schneider Electric.  Furthermore, while Schneider Electric uses commercially reasonable efforts to provide a safe and secure environment for the transmission and storage of Customer Data, Schneider Electric accepts no liability for any security breaches, including without limitation security breaches resulting from computer hackers, unlawful entry, unauthorized access, and/or theft.  

 

(e)       In performing the Services, Schneider Electric will comply with the Schneider Electric Privacy Policy.  The Schneider Electric Privacy Policy is subject to change at Schneider Electric’ discretion.

 

(f)        Customer is and shall remain the data controller of the Customer Data it uploads or provides as part of the Services.  Schneider Electric is a service provider to Customer and Schneider Electric has the role of data processor. Customer understands and agrees that Schneider Electric has no control or influence over the content of the Customer Data processed by Schneider Electric and that Schneider Electric performs the Services on behalf of Customer.  Schneider Electric does not own or otherwise act as data controller of the Customer Data.  It is Customer’s responsibility to verify that the security and privacy protections offered by the Services are adequate and in compliance with all applicable laws governing the type of data included in the Customer Data which is uploaded in or provided to the Services.

 

5.  Limited Warranty; Disclaimer of Warranties.

 

(a)       Schneider Electric warrants that it will use commercially reasonable efforts to provide the Services using reasonable care and skill and according to the then-current applicable Services Descriptions. Customer’s sole and exclusive remedy and Schneider Electric’ entire liability for a breach of this warranty shall be for Schneider Electric to use commercially reasonable efforts to modify the Services to substantially achieve the functionality described in the then-current applicable Services Descriptions and if Schneider Electric is unable to restore such functionality, Customer shall be entitled to terminate the applicable Order Form and receive a pro-rated refund of the fees paid to Schneider Electric under the applicable Order Form for the corresponding remaining portion of the Services Period.  NOTWITHSTANDING THE FOREGOING, Schneider Electric does not promise that the Services will be uninterrupted or error-free, that THE SERVICES WILL MEET customer’s REQUIREMENTS, SPECIFICATIONS OR EXPECTATIONS, that the services will be completely secure, or that Schneider Electric will cure all defects.  customer understands that the services may be interrupted or Completely unavailable for periods of time due to certain causes which may include, without limitation, maintenance work.  Customer acknowledges that there are risks inherent in Internet connectivity that could result in the loss of Customer’s privacy, confidential information, Customer Data, and/or property. Customer is solely responsible for the suitability of the Services chosen.     

 

(b)       except as provided in Section 5(a) above and SUBJECT TO ANY STATUTORY WARRANTIES THAT CANNOT BE EXCLUDED, SCHNEIDER ELECTRIC MAKES NO WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, REGARDING THE SERVICES, THE SOFTWARE PROGRAMS, any OTHER COMPONENTS OF THE SERVICES, and/or customer’s use thereof INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY OR CONDITION OF NON-INFRINGEMENT. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF EXPRESS OR IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO CUSTOMER. IN THAT EVENT, SUCH WARRANTIES ARE LIMITED IN DURATION TO THE MINIMUM PERIOD REQUIRED BY LAW. NO WARRANTIES APPLY AFTER THAT PERIOD. SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO CUSTOMER. CUSTOMER MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE OR JURISDICTION TO JURISDICTION.

 

(c)       NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SCHNEIDER ELECTRIC, ITS DEALERS, DISTRIBUTORS, CHANNEL PARTNERS, OR AGENTS OR EMPLOYEES WILL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE WARRANTIES GIVEN IN THIS SECTION, AND CUSTOMER MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE.

 

6.  Payment Obligations. Customer agrees to pay all fees set forth on the Orders Form.  All fees payable to Schneider Electric are due within 30 days from the invoice date.  Once placed, Customer’s order is non-cancelable and the sums paid nonrefundable, except as provided in this Agreement or the applicable Order Form.  Customer shall be responsible for and shall pay any sales, value-added or other similar taxes imposed by applicable law that Schneider Electric must pay based on the Services ordered by Customer, except for taxes based on Schneider Electric’ income.  Fees for Services listed in an Order Form are exclusive of taxes and expenses.

 

7.  Term.  This Agreement is valid for the duration of the applicable Services Period specified in the Order Form which this Agreement accompanies, including any renewals thereof.  After expiration of the initial Services Period, the Services shall automatically renew for consecutive one (1) year terms unless either party provides the other party with written notice of its intention not to renew no later than thirty (30) days prior to the end of the then current term.

 

8.  Termination and Suspension.

(a)       Services provided under this Agreement shall be provided for the Services Period defined in Customer’s Order Form, unless earlier suspended or terminated in accordance with this Agreement or the Order Form.  Upon expiration or termination of the Services Period, Customer will no longer be allowed to access or use the Services. 

 

(b)       Notwithstanding the foregoing, at any time within sixty (60) days after the termination or expiration of the Services Period, Customer may request Schneider Electric in writing to return Customer Data that may be stored on or otherwise existing in the Services at the time of the request.  Upon Schneider Electric’ receipt of such request, Schneider Electric shall within a reasonable time return a copy of the Customer Data stored on the Services at the time of the request to Customer in Schneider Electric’ standard format or such other format as Schneider Electric may reasonably choose.  At the end of such sixty (60) day period, and except as may be required by law, Schneider Electric may delete or otherwise render inaccessible any of the Customer Data that remains in the Services.  Customer agrees that Schneider Electric shall have no additional obligation to continue to hold, export or return Customer Data and that Schneider Electric will have no liability whatsoever for deletion of Customer Data pursuant to these terms.

 

(c)           Schneider Electric may immediately suspend or terminate on a temporary basis Customer’s access to or use of the Services if Customer violates any provision of this Agreement or the Order Form, or if (in Schneider Electric’ reasonable judgment) the Services or any component thereof are about to suffer a threat to security or functionality.  Schneider Electric will use reasonable efforts to provide advance notice to Customer of such suspension or termination.   If any cause for the temporary suspension/termination is not cured by Customer to Schneider Electric’ satisfaction within thirty (30) days after Schneider Electric’ written notice thereof, then Schneider Electric may, in addition to any other rights and remedies that Schneider Electric may have, terminate the Services permanently without liability or refund to Customer of any kind. 

 

(d)       Either party may terminate this Agreement and/or any applicable Services in the event the other party breaches any of the terms of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof.  In the event of a breach by Customer, Customer’s use of the Services may be suspended during the applicable cure period.  

9.  Indemnification

 

Customer shall defend, indemnify, and hold harmless Schneider Electric, its parent, subsidiaries, and affiliates, and each of the foregoing’s officers, directors, members, managers, employees, agents, licensors, contractors, successors and assigns from and against any and all claims, actions, suits, demands, proceedings, judgments, liabilities, losses, damages, costs and expenses (including without limitation reasonable attorneys’ fees and court costs) arising from or related to (i) a claim that any information, design, specification, instruction, software, service, data, hardware, or material furnished by Customer or otherwise used by Customer in connection with the Services infringes or misappropriates any patent, copyright, trade secret and/or any other intellectual property right of any third party; (ii) any violation of this Agreement, including but not limited to the Acceptable Use Policy; and/or (iii) any failure by Customer to comply with any applicable law, rule and/or regulation (including without limitation any failure of Customer to obtain all necessary consents to upload and/or otherwise use the Customer Data in connection with the Services). 

 

10.  Use Information.

 

Schneider Electric may (i) compile Use Information, (ii) make such Use Information publicly available provided that such Use Information does not incorporate Customer Data in a form that identifies Customer or any individual, and (iii) use such Use Information for Schneider Electric’ internal business purposes including without limitation for security and operations management, to create statistical analyses, for research and development purposes, to study customer behaviors and usage of the Services, to enhance the Schneider Electric product offerings, and to provide more targeted applications and communications to Schneider Electric’ customers.  Schneider Electric retains all right, title and interest (including without limitation all intellectual property rights) in and to the Use Information.  “Use Information” shall mean (A) compiled statistical and other information (including without limitation metadata) related to the performance, operation and use of the Services, and/or (B) data from the Services in aggregated form.  For purposes of clarification, (i) the parties agree that any metadata produced as a result of Customer’s and Customer’s End Users’ use of the Services shall be considered Use Information and may be used by Schneider Electric for Schneider Electric’ internal business purposes, and (ii) any raw data relating to the operation of Customer’s equipment that is uploaded to the Services shall be considered Customer Data and may be used by Schneider Electric as provided in Section 4(a) hereof. 

 

11.  Export

 

Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the Services.  Customer agrees to comply fully with all applicable international and national export laws and regulations, including without limitation the U.S. Export Administration Regulations and the Office of Foreign Asset Control Regulations and “deemed  export” and “deemed  re-export” regulations, as well as end-use and destination restrictions issued by the U.S. and foreign governments to assure that neither the Services nor any direct product thereof are (i) exported, directly or indirectly, in violation of export laws; or (ii) are intended to be used for any purposes prohibited by the export laws.  Customer agrees that no data, information, software  programs  and/or  materials  resulting  from  Services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology.

 

12. Miscellaneous.

 

(a)       Neither party shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; pandemic; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancelation of any export, import or other license); or other event outside the reasonable control of the obligated party. The party claiming force majeure will use reasonable efforts to mitigate the effect of a force majeure event.  This Section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures or Customer’s obligation to pay for the Services.

 

(b)       Customer remains solely responsible for Customer’s regulatory compliance in connection with Customer’s use of the Services. Customer is responsible for ensuring that the Services meet any technical requirements that result from Customer’s regulatory obligations.  If the Services do not meet such technical requirements, Customer should not use the Services.     

 

(c)       Schneider Electric may audit Customer’s use of the Services (e.g., through use of software tools or otherwise) to assess whether Customer’s use of the Services is in accordance with this Agreement and the applicable Order Form.  Customer agrees to cooperate with Schneider Electric’ audit and provide reasonable assistance and access to information without charge to Schneider Electric.   Any such audit shall not unreasonably interfere with Customer’s normal business operations.  Customer agrees to pay within thirty (30) days of written notification any fees applicable to Customer’s use of the Services in excess of Customer’s rights.  If Customer does not pay, Schneider Electric can end Customer’s Services and/or Customer’s Order Form.

 

(d)       No third party beneficiary relationships are created by this Agreement. 

 

(e)       It is expressly agreed that the terms of this Agreement and the Order Form will supersede the terms in any purchasing document submitted by Customer; and the terms of any such Customer purchasing document are expressly rejected. 

 

 

SCHEDULE 3

 

Acceptable Use Policy

 

The following terms and conditions are in addition to (not in lieu of) the terms and conditions contained in the EULA and the terms and conditions contained in the EULA (including but not limited to the limitation of liability provisions) are incorporated herein as if fully set forth.

 

If You are accessing the Software Product through a Software Product portal, web portal or the cloud You also agree to this Acceptable Use Policy

 

Schneider Electric Acceptable Use Policy

This Acceptable Use Policy ("AUP"), along with the separate agreement with us (the "Schneider Electric Cloud Services Agreement"), describes the acceptable use of and access to the cloud Services offered by Schneider Electric (“Schneider Electric”).  By using the cloud Services, you (“Customer”) agree to be bound by this AUP in addition to the terms of the Schneider Electric Cloud Services Agreement. If Customer violates this AUP or authorizes or helps others to do so, Schneider Electric may (in addition to any other rights or remedies that Schneider Electric may have under the Schneider Electric Cloud Services Agreement or otherwise) suspend or terminate Customer’s use of the cloud Services in accordance with the terms of the Schneider Electric Cloud Services Agreement. Any terms not defined herein shall have the meanings ascribed to them in the Schneider Electric Cloud Services Agreement.

 

Prohibited Activities.  Customer may not upload Customer Data or use the Services in a manner that Schneider Electric believes:

 

1.    Violates any local, state, national, foreign, or international statute, regulation, rule, order, treaty, or other law (each a "Law"), including, but not limited to, the Digital Millennium Copyright Act, or those Laws concerning child pornography and illegal gambling;

2.    Is abusive, deceptive, pornographic, obscene, defamatory, slanderous, offensive, or otherwise inappropriate;

3.    Violates or otherwise encroaches on the rights of others, including, but not limited to, infringing or misappropriating any intellectual property or proprietary right of another;

4.    Advocates or induces illegal activity;

5.    Stalks, harasses, or harms anyone, including minors;

6.    Impersonates any person or entity or otherwise misrepresents Customer's affiliation with a person or entity;

7.    Modifies, alters, tampers with, repairs, or otherwise creates derivative works of any software included in the Services;

8.    Except as allowed by local law, reverse engineers, disassembles, or decompiles the Services or software included in the Services;

9.    Accesses or uses the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas;

10. Interferes with or disrupts the Services or servers or networks connected to the Services;

11. Uses any high volume automated means (including robots, spiders, scripts or similar data gathering or extraction methods) to access the Services or any other accounts, computer systems, or networks connected to the Services (each a "System");

12. Attempts to gain unauthorized access to any portion of the Services or any System, whether through hacking, password mining, or any other means;

13. Violates the security or integrity of a System, including, but not limited to:

(a) Accessing or using any System without permission, including attempts to probe, scan, or test the vulnerability of a System or to breach any security or authentication measures used by a System;

(b) Monitoring data or traffic on a System without permission;

(c)  Forging packet or email headers, or any part of a message describing its origin or route;

(d) Uploading Customer Data that contains viruses, worms, corrupt files, Trojan horses, or other forms of corruptive code, or any other content that may compromise the Services; or

(e) Hacking, destabilizing, or adapting the Services, or altering another website to falsely imply it is affiliated with the Services;

14. Connects to any users, hosts, or networks where Customer does not have permission to communicate with such users, hosts, or networks, including, but not limited to:

(a) Monitoring or crawling a System so that such System is impaired or disrupted;

(b) Conducting denial of service attacks;

(c)  Intentionally interfering with the proper functioning of any System, including any deliberate attempt to overload a System by any means;

(d) Operating network services like open proxies, open mail relays, or open recursive domain name servers; or

(e) Using means (manual or electronic) to avoid any use limitations placed on a System, such as access and storage restrictions;

15. Distributes, publishes, sends, or facilitates unsolicited mass e-mailings, promotions, advertising, or solicitations, including commercial advertising and informational announcements;

16. Alters or obscures mail headers or assume a sender's identity without the sender's explicit permission; or

17. Collects replies to messages if those messages violate this AUP.

 

Schneider Electric has the sole discretion to determine whether Customer Data or Customer's use of the Services is prohibited.  All Customer Data that is provided to Schneider Electric or actions that are performed via Customer's account, whether provided or performed by Customer's employees, Customer's contractors, or Customer's other End Users, are the sole responsibility of Customer.

 

Monitoring and Enforcement.  While not obligated to perform investigations, Schneider Electric may:

 

1.    Investigate violations of this AUP or misuse of the Services;

2.    Investigate and help prevent security threats, fraud, or other illegal, malicious, or inappropriate activity;

3.    Remove, disable access to, or modify any Customer Data or resource that Schneider Electric believes violates this AUP or any other agreement Schneider Electric has with Customer for use of the Services; or

4.    Suspend or terminate provision of Services to Customer for uses that violate this AUP or any other agreement Schneider Electric has with Customer for use of the Services.

 

Schneider Electric may report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties.  Schneider Electric’ reporting may include disclosing appropriate Customer information and/or Customer Data.  Schneider Electric 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 AUP.

 

Modifications.  Schneider Electric reserves the right to modify this AUP at any time without notice.

 

Reporting.  Customer is required to immediately report to Schneider Electric (i) any event or issue which could compromise the stability, service or security of the Schneider Electric network and (ii) any known violation of this AUP.

 

Questions.  Questions regarding this AUP should be sent to AdaptiAppsAUP@schneider-electric.com.

 

 

SCHEDULE 4

 

Privacy Policy

 

The following terms and conditions are in addition to (not in lieu of) the terms and conditions contained in the EULA and the terms and conditions contained in the EULA (including but not limited to the limitation of liability provisions) are incorporated herein as if fully set forth.

 

If You are accessing the Software Product through a Software Product portal, web portal or the cloud You also agree to this Privacy Policy.

 

Schneider Electric Privacy Policy

 

Schneider Electric offers certain cloud computing services (“Services”) to its customers.  This Privacy Statement ("Privacy Statement") explains how we collect, use, and disclose the information that we obtain through these Services.

 

Information Collected

During your use of the Services, we may collect certain information such as Customer Data, Account Information, and Use Information.  

 

Customer Data

 

We consider “Customer Data” to include information, content, and data that you provide to us through your use of the Services.  For example, Customer Data may include data that you upload for use with the Services. 

 

We only use Customer Data to provide and improve the Services. This may include (i) troubleshooting, (ii) preventing, detecting and repairing problems affecting the operation of the Services, and/or (iii) the improvement of features that involve the detection of, and protection against, emerging and evolving threats to the user (such as malware or spam).

 

Account Information

 

We consider “Account Information” to include the information that you submit to us during sign-up, purchase, or administration of the Services.  Account Information may include your name, address, phone number, and e-mail address.  Please note that if you are located in a jurisdiction outside of the United States, your disclosure of such personal information to us constitutes your explicit consent to (i) the transfer of your personal information into the United States; and (ii) to the collection, use, and disclosure of that information in accordance with the terms of this Privacy Statement.

 

We use Account Information to complete the transactions you request, administer your account, improve the Services and to help detect and prevent fraud.  This personal information is also collected to allow Schneider Electric to better understand your needs, communicate with you, contact you for market research, provide marketing information or other materials we think would be of particular interest to you, and for any other purposes identified when the personal information is collected. Personal information collected online may also be combined with information you provide when you register with Schneider Electric for the Services or any other Schneider Electric products or services.  Schneider Electric will not use Account Information in ways unrelated to the ones described above without first obtaining your permission.

 

Use Information

 

Schneider Electric uses certain technologies which may include without limitation cookies, Web bugs and IP addresses to generate aggregate and anonymous statistics and other information (including without limitation metadata) from and/or about the performance, operation and use of the Services (“Use Information”).  Some Services will not allow you to complete certain activities if cookies are disabled. Schneider Electric may combine the information it collects passively with your other personal information. 

 

Schneider Electric may (i) make Use Information publicly available provided that such Use Information does not incorporate Customer Data in a form that identifies you or any individual, and (ii) use such Use Information for Schneider Electric’ internal business purposes including without limitation for security and operations management, to create statistical analyses, for research and development purposes, to study customer behaviors and usage of the Services, to enhance the Schneider Electric product offerings, and to provide more targeted applications and communications to Schneider Electric’ customers.  Schneider Electric retains all right, title and interest (including without limitation all intellectual property rights) in and to the Use Information.  Any metadata produced as a result of your use of the Services shall be considered Use Information and may be used for Schneider Electric’ internal business purposes. 

 

Sharing Your Information

We will not use Customer Data, Account Information, or Use Information ("your information") outside of Schneider Electric or its controlled subsidiaries and affiliates except (i) as you direct, (ii) as described in your other agreement(s) with us (including the Schneider Electric Cloud Services Agreement), or (iii) as set forth in this Privacy Statement.

 

Notwithstanding the foregoing, we sometimes contract with other companies (both affiliates of Schneider Electric and other third parties) to provide services (such as customer support, hosting services, and disaster recovery) on our behalf. We may provide these companies with access to your information where necessary for their engagement. These companies are required to maintain the confidentiality of your information.

 

Except as provided above, we will not voluntarily disclose Customer Data to a third party (including law enforcement, other government entity, or civil litigant; excluding our subcontractors and vendors helping to provide and/or enhance the Services) except as you direct or unless required by law. Should a third party contact us with a demand for Customer Data, we will attempt to redirect the third party to request it directly from you.  As part of that, we may provide your basic contact information to the third party.  If compelled to disclose Customer Data to a third party, we will use commercially reasonable efforts to notify you in advance of a disclosure unless legally prohibited.

 

Schneider Electric may share your information with third parties for purposes of fraud prevention or to process transactions.

 

Finally, Schneider Electric may disclose your information to a third party in connection with the sale or transfer of all or part of an Schneider Electric company to a successor-in-interest.

 

Links to Third Party Websites

Our Services may contain links to third party websites. We are not responsible for the privacy practices within any of these other sites. You should be aware of this when you leave our Services and we encourage you to read the privacy statements on any third party websites you visit.

 

Security

Schneider Electric takes appropriate physical, electronic and managerial procedures to protect the security of your information. While we strive to protect your information, we cannot guarantee the security of the information you transmit. We recommend you take every precaution in protecting your information when you are on the Internet. For example, change your passwords often, use a combination of letters and numbers when creating passwords, make sure you use a secure browser, and do not share your password with others.

 

Accessing and Updating Information

Please notify us by sending an email to mailto:AdaptiAppsPrivacy@schneider-electric.com of any changes to your Account Information (such as your name, title, email address, company name, address, and phone number). To aid in processing your request, please include the following details:

 

•          Your contact information (your name, address, email, etc.)

•          Name of the Service that you want the update applied

•           Details of the request (e.g. change of email address, deletion from market research lists, review of my personal information, etc.)

 

Should you need access to your personal information, then please note that we may require additional information to authenticate your identity.

 

Data Location

We may transfer your information (including without limitation your Customer Data) to Schneider Electric Ltd., to any U.S. or world-wide Schneider Electric affiliated entity, and/or to third parties acting on our behalf (for processing, storage, disaster recovery, and/or other purposes) located around the world, pursuant to the Safe Harbor requirements as provided by the U.S. and E.U. 

 

For personal information of employees, consumers, investigators, customers, investors, and government officials that we receive from the European Economic Area, we have committed to handling such personal information in accordance with the U.S.-EU Safe Harbor Principles (the “Principles”). Schneider Electric’ Safe Harbor certification can be found at https://safeharbor.export.gov/list.aspx.  For more information about the U.S.-EU Safe Harbor Principles, please visit the U.S. Department of Commerce's Safe Harbor Website at http://export.gov/safeharbor/eu/eg_main_018476.asp.

 

CALIFORNIA RESIDENTS

Under California Civil Code Sections 1798.80-1798.84, California residents are entitled to the following rights regarding any personal information collected and used by Schneider Electric:

 

Schneider Electric will notify any California resident of any breach of the security of Schneider Electric’ system following any discovery or notification of a breach in the security wherein the California resident’s unencrypted information was, or is reasonably believed to have been, acquired by an unauthorized person.

 

Further, because Schneider Electric reserves the right to disclose a user’s personal information to third parties in its discretion, all California residents have the right to obtain what information and to whom the information was provided by Schneider Electric in the immediately preceding calendar year.  Upon receipt of a written or email request for such information to the designated address below, Schneider Electric shall provide a list of any disclosures of the California resident’s personal information to any third party within thirty (30) days of the receipt of such request.  The list shall include:

 

1.         A list of categories of personal information provided to any third party; and

2.         The names and addresses of all - third parties that received the California resident’s personal information within the preceding calendar year.

 

Such list may be in a standardized format and not specific to any individual.  A California resident’s request for such information may be submitted via e-mail to AdaptiAppsPrivacy@schneider-electric.com or by telephone at +1.800.830.1274.  California residents shall only be entitled to have this information provided once per calendar year.

 

Changes to this Privacy Statement

This Privacy Statement describes the types of information we currently collect through your use of the Services, and the ways we use and protect that information.  From time to time, we may collect different types of information and use that information in different ways - for example, when we add features to the Services.  In these cases, we may edit this Privacy Statement to explain the new practices. Because protecting your privacy is very important to us, we do not expect major changes in policy. However, if we do make significant changes in our practices, we may include announcements on the software.Schneider Electric.com home page so that you will know to review the revised Privacy Statement.  When we post changes to a statement, we will revise the "last updated" date at the top of the statement.  Regularly reviewing this page ensures that you are always aware of what information we collect, how we use it and under what circumstances, if any, we will share it with other parties.

 

Contact Us

Comments, questions or requests for additional information may be sent to the following address:

 

Schneider Electric

35 rue Joseph Monier

CS30323

92506 Rueil-Malmaison Cedex

Tel: +33(0) 1 41 29 70 00

Fax:+33(0) 1 41 29 71 00

Email: contact@Schneider Electric.com

 

 

 

 

 

 

 

 

 

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