TERMS OF DIAGNOSTICS DATA COLLECTION IN ECOSTRUXURE™ BUILDING OPERATION
PLEASE CAREFULLY READ THESE TERMS, AS THEY ARE APPLICABLE TO THE DIAGNOSTICS DATA COLLECTION IN CONNECTION WITH YOUR ECOSTRUXURE BUILDING OPERATION.
STARTING FROM THE INSTALLATION OF YOUR ECOSTRUXURE BUILDING OPERATION, SCHNEIDER ELECTRIC WILL COLLECT SYSTEM DATA FOR ANALYSIS FROM YOUR ECOSTRUXURE BUILDING OPERATION, THROUGH DIAGNOSTICS DATA COLLECTION (HEREINAFTER “DIAGNOSTICS”), THAT IS A COMPONENT ECOSTRUXURE BUILDING OPERATION.
YOU, AS YOUR CORPORATION, COMPANY OR OTHER LEGAL ENTITY OR YOURSELF AS THE CASE MIGHT BE (HEREINAFTER “YOU”), CONFIRM YOUR ACCEPTANCE OF THESE TERMS (HEREINAFTER “TERMS”) AND YOUR AGREEMENT TO BE BOUND HEREBY, BY CONTINUING TO LOG-ON TO ECOSTRUXURE BUILDING OPERATION FOLLOWING INSTALLATION. IF YOUR ECOSTRUXURE BUILDING OPERATION HAS ALREADY BEEN INSTALLED AND LOGGED-ON BY A THIRD PARTY ON YOUR BEHALF, YOU CONFIRM YOUR ACCEPTANCE OF THESE TERMS BY ANY SUBSEQUENT LOG-ON TO ECOSTRUXURE BUILDING OPERATION. IF YOU DO NOT AGREE TO BE BOUND HEREBY YOU MUST OPT-OUT FROM DIAGNOSTICS VIA YOUR ECOSTRUXURE BUILDING OPERATION SYSTEM SETTINGS, ACCESSIBLE AFTER YOU HAVE LOGGED-ON TO ECOSTRUXURE BUILDING OPERATION.
The present Terms is a legal agreement between You and Schneider Electric (as defined hereunder) which sets forth the terms and conditions governing the Diagnostics embedded in and operating through Your Ecostruxure Building Operation. It is Your responsibility to ascertain that any person completing the installation of Your Ecostruxure Building Operation Ecostruxure Building Operation has the mandate or legal authority to bind You and confirm Your acceptance of the Terms.
If You are a Third Party, subject to, and as defined in, Section 6, prior to installing and logging on to Ecostruxure Building Operation, You need to obtain permission from the end user of Ecostruxure Building Operation, being the owner or licensee of the Ecostruxure Building Operation, from which Data is collected via the Diagnostics (hereinafter “End User”).
1. The Diagnostics
The Diagnostics connects Your Ecostruxure Building Operation system, once installed in Your facility, and to which the Diagnostics can be applied, to Schneider Electric, enabling the Diagnostics to collect Ecostruxure Building Operation Data for analysis from Ecostruxure Building Operation systems, in order to improve the usability, quality and performance of Schneider Electric products, systems, solutions and services.
The Diagnostics may be subject to change at Schneider Electric’s discretion.
In case of a discrepancy between information in hard copy and the description on www.schneider-electric.com the latter shall prevail.
The Diagnostics is provided in connection with Ecostruxure Building Operation, under these Terms by the Schneider Electric company which is registered in the country where You install, and log-on, to Ecostruxure Building Operation. The Schneider Electric companies are listed under the drop-list of countries <<Select your country>> on the corporate web site of Schneider Electric Group (hereinafter “Schneider Electric”). Your Ecostruxure Building Operation may also be installed by Schneider Electric or by a company which directly or indirectly controls, or is controlled by, or is under common control with, Schneider Electric (hereinafter “Affiliate”).
2. Rights in the Diagnostics
The Diagnostics, as well as all rights, including but not limited to all intellectual property rights, title, interest, technology and know-how, whether patented or not, embodied in the Diagnostics shall remain the sole property of Schneider Electric, to the exclusion of any third-party software embedded in the Diagnostics or otherwise provided to You with the Diagnostics.
Nothing in these Terms shall be deemed to convey to You any of Schneider Electric’s intellectual property rights in the Diagnostics; all rights not specifically granted in these Terms are reserved by Schneider Electric. Schneider Electric does not sell the Diagnostics to You.
All intellectual property rights pertaining to any third-party software embedded in the Diagnostics, or otherwise provided to You with the Diagnostics, 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 intellectual property rights.
Schneider Electric and other trademarks contained in the Diagnostics 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 Diagnostics. These Terms does not authorise You to use any names or trademarks of Schneider Electric or its authorised resellers.
The Diagnostics will collect, store and process configuration, performance, quantitative and qualitative data from Your Ecostruxure Building Operation system (hereinafter “Data”). Such Data will be collected and processed anonymously.
Data will be collected, stored and processed for analysis purposes, in order to improve and further develop the Diagnostics, Ecostruxure Building Operation and similar products, systems and services offered by Schneider Electric.
Data may include the following:
Any data that pertains to Your Ecostruxure Building Operation system and its associated devices and networks such as the models, serial numbers, quantities, versions, attributes and state. The Diagnostics is not intended to collect any commercial information relating to Your business that falls outside the scope of the building management system as indicated herein above.
You are responsible for any personal information pertaining to individuals that are under Your control and that is present or accessible in the hardware configuration of Your Ecostruxure Building Operation, Your personal computers, or mobile devices that could be collected and stored via the Diagnostics.The laws and regulations of some jurisdictions require the consent of the individuals to which the personal information pertain prior to any collection, processing and storage of their personal information and require that such personal information shall be treated in compliance with such laws and regulations, You agree and undertake to comply with all laws and regulations applicable to any of those personal information above mentioned and to obtain all necessary consents from any such individual, before You agree to these Terms.
4. Data storage
When Your Ecostruxure Building Operation sends Data to Schneider Electric via the Diagnostics, such Data is sent in an encrypted form over the Internet. When Schneider Electric receives the Data, security technologies and strict procedures that Schneider Electric uses to store its own business data are implemented to protect the collected Data from unauthorized access, use or disclosure.
The Data will be collected and stored on computers and servers either owned and operated by Schneider Electric and/ or service providers acting on behalf of Schneider Electric in the countries where Schneider Electric conducts business or otherwise stores its own business data.
Upon Your request, Schneider Electric will provide You with any commercially reasonable available information concerning said security technologies and procedures which You may then review so as to determine whether such security technologies and procedures meet Your security needs including any specific requirement of security applicable in the field of Your activity. Should any security technologies and/or procedures implemented by Schneider Electric with respect to Data do not meet Your security requirements, You should opt-out from the Diagnostics via the Ecostruxure Building Operation settings.
In all cases, Schneider Electric will ensure strict confidentiality as regards to the Data and any other confidential information such as but not limited to information about You and Your business coming into possession of Schneider Electric in connection with the set-up, operation and performance of Your Ecostruxure Building Operation, with the same degree of care it uses in safeguarding its own confidential information, but in no event with less than a reasonable degree of diligence and care. Schneider Electric shall store Data for as long as necessary for the purpose set out in these Terms.
The main purpose for Schneider Electric to collect Data is the continuous improvement of its offering of products, systems and services.
By accepting these Terms, You acknowledge and agree that Schneider Electric is granted 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 Data for these purposes. This license includes the right of Schneider Electric to sublicense the same rights to any Affiliated company of Schneider Electric and any third party contractors hired for any such purposes by Schneider Electric or otherwise acting on its behalf. You represent that (i) You have and will keep in effect all licenses and approvals necessary to grant at no charge to Schneider Electric the foregoing license rights, and (ii) You are and will remain responsible for complying with the terms of any agreements including entitlements and permitted uses binding upon You to any third party in relation to the Data and to hold harmless Schneider Electric from any third party claims, costs and other amounts that Schneider Electric may incur or otherwise be subject to because of Your failure to comply with any such third party rights or agreements, entitlements or permitted uses.
You acknowledge that Schneider Electric may use the Data only for the purposes as referred to herein above, and that Schneider Electric may disclose Data to any contractors hired by Schneider Electric or otherwise acting on its behalf to achieve such Schneider Electric’s internal business purposes, always subject to confidentiality that Schneider Electric shall preserve in accordance with these Terms.
At any time, the Diagnostics is terminated pursuant to Section 9, Schneider Electric will no longer collect nor process Data from Your Ecostruxure Building Operation. Notwithstanding the above and save for any personal information, provided by You pursuant to Section 3, Schneider Electric shall retain the right to use the Data collected and processed before such termination, pursuant to the license granted under this Section.
You shall own and retain all right, title and interest (including without limitation all intellectual property rights) in and to any Data collected from Your Ecostruxure Building Operation through the Diagnostics.
Schneider Electric shall own and retain all right, title and interest (including without limitation all intellectual property rights) in and to any information created by Schneider Electric from processing Data in accordance with these Terms.
6. Third party installation and log-on
If You are not the End-User, nor Schneider Electric nor a Schneider Electric Affiliate (hereinafter “Third Party) and You are installing and completing the log-on to Ecostruxure Building Operation, on behalf of, or as a part of a service to, an End User, You have to ensure that such End User accepts and agrees to these Terms prior or at the time You complete the installation log-on to the Ecostruxure Building Operation.
By completing the installation of, and by logging-on on to, Ecostruxure Building Operation on behalf of the End User, You warrant to Schneider Electric that the End User has accepted and agreed to these Terms and hold Schneider Electric harmless in connection hereto as set out in this Section.
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 End User or other third party, including but not limited governmental bodies, European Union bodies, etc., arising out of or in connection with Your non-fulfillment of Your obligation to insure the acceptance and approval of these Terms by an End User in accordance with this Section.
In no event shall Schneider Electric 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 Diagnostics, even if Schneider Electric has been advised of the possibility of such damages.
The Diagnostics is provided as it is and to the full extent permitted by law (on both federal and state level, when applicable) applicable in any country where You installed Ecostruxure Building Operation, Schneider Electric makes no other warranty than those explicitly contained in this Section 8 and expressly disclaims all other warranties or representations, either express or implied, as to the Diagnostics and its updates, 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 on the Diagnostics, Schneider Electric makes no warranty or representation of any kind, whether express or implied, as to whether Diagnostics will meet Your requirements, expectations or purposes or the operation of the Diagnostics or Ecostruxure Building Operation will be uninterrupted or error-free or that the Diagnostics will be protected against all possible security threats, internet threats or other threats or interruptions.
The Diagnostics shall start collecting data as of the date of the installation of Your Ecostruxure Building Operation and shall remain active unless: (i) Schneider Electric, at its sole discretion decides to discontinue the Diagnostics, or (ii) You opt out from the Diagnostics via the Ecostruxure Building Operation settings.
These Terms constitute the entire agreement between You and Schneider Electric in relation to the Diagnostics and replaces any previous agreement or understanding, whether oral, electronic or written, in relation with the same subject matter.
You acknowledge and agree that these Terms as well as the Diagnostics may be modified or amended by Schneider Electric from time to time and that Your continued use of Ecostruxure Building Operation, without opting out from the Diagnostics, after a modification or amendment of either shall constitute Your acceptance of the modified terms or Diagnostics. Any modification or amendment to these Terms or Diagnostic will be posted on Schneider Electric’s website(s) dedicated to the Diagnostics. Should any modification or amendment to these Terms or Diagnostics not be acceptable to You, You should immediately opt out from the Diagnostics as set up in Section 9.
Should any of the provisions in these Terms be held invalid, illegal or unenforceable by a competent jurisdiction, You and Schneider Electric shall take all reasonable steps in order to modify such term to render it valid and enforceable, bearing in mind its original intent, and such term as modified shall be fully enforced between You and Schneider Electric; all other terms of these Terms shall remain valid and unaffected by such declared invalidity, illegality or non-enforceability.
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.
Headings in these Terms are just for ease of reference and will not affect their interpretation.
Words expressed in the singular include the plural and vice versa.
Sections 2,5,6,7,8 10 and 11 of these Terms shall survive termination of the Diagnostic.
These Terms 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 between You and Schneider Electric arising out of or in connection with these Terms and/or the Diagnostics, whether based on contract, warranty, tort (including negligence), strict liability, statute or otherwise, which cannot be amicably settled, shall in all cases be finally settled according to the law governing these Terms as defined above, by the courts having jurisdiction in the place where Schneider Electric has its registered office or principal place of business, to the exclusion of any other jurisdiction whatsoever, including in case of plurality of defendants, injunction-like or emergency proceedings and appeal in warranty.