These Terms and Conditions of Use (hereinafter: Terms of Use) apply to the use of the VSaaS by Bosch service provided by Bosch Security Systems B.V., Torenallee 49, 5617 BA Eindhoven, the Netherlands (hereinafter: "Provider"), subject to the activation by a valid License Code available from Provider’s Resellers by way of a separate Subscription. The Service is intended for professional use only, Bosch does not accept consumers (e.g. non-commercial and private use of the Service) as Subscribers to the Service.

1.                    Definitions

1.1.               "Account” means the authorization to access controlled-access Services of the Provider.

1.2.               “Affiliate” as used in these Terms of Use means any legal entity which is controlled by a Party or which controls a Party or which is under common control with a Party. Control exists if, during the term of this Agreement, at least 50% (fifty percent) of the equity interests or voting shares are held in a business organization or in the event of the management and policies of a business organization being controlled directly or indirectly through equity ownership, contract or other means.

1.3.               “License Code” means an individual code or password generated and issued by Provider and obtained by the Subscriber under the Subscription, which is required to activate the Service and grants the Subscriber access and use rights for the Service from the date of the License Code Activation and during the Subscription Term.

1.4.               “License Code Activation” means the activation and validation of a License Code via a dedicated website or web portal operated by Provider or its business partners as defined in the Service Description. Upon License Code Activation, the Service shall be made available by Provider for use by the Subscriber for the Subscription Term.

1.5.               “Party” or “Parties” hereinafter individually and jointly refers to the Subscriber and/or the Provider 

1.6.               “Reseller” means an independent third party vendor, authorized by Provider to resell the Service and distribute License Codes to Subscribers.

1.7.               “Service” means the VSaaS by Bosch provided by the Provider to Subscriber subject to License Code Activation of a valid License Code available from Provider’s Resellers by way of a separate Subscription.

1.8.               “Service Description” or “Data Sheet” means a separated document provided for the Service which contains the description of technical functionalities of the Service in terms of specifications, quantity, performance data, performance period, quality etc. and including details regarding applicable system requirements, technical and organizational data protection measures and subcontractors used by Provider or its Affiliates.

1.9.               “SingleKey ID” means the User ID of the single sign-on authentication service provided by Robert Bosch GmbH, which enables the use of various independent digital service offerings of the Bosch Group, for which a Subscriber's e-mail address is required.

1.10.            “Subscriber” means the legal entity (excluding any Affiliates) accepting these Terms of Use in order to activate and use the Service within the scope of its commercial activity. Provider does not offer its Service to consumers. By accepting these Terms of Use, Subscriber confirms to act as a commercial business or as an entrepreneur intending to use the Service within the scope of their commercial activities.

1.11.            "Subscriber Data" means all data, information, content or material submitted by Subscriber or on behalf of Subscriber in connection with the use of the Service, cloud space and/or an Account or manually generated by the Subscriber with the Service. Subscriber Data also includes access and registration data.

1.12.            “Subscription” means a separate contract entered into between the Subscriber and the Reseller for the purchase of a License Code necessary for the activation and use of the Service, e.g., by way of an offer, an order form or an online order. The Subscription regulates the remuneration to be paid by Subscriber to Reseller for the License Code and the use of the Service, the Subscription Term as well as any warranty rights and service level claims the Subscriber may be entitled to against the Reseller, if any.

Provider is not a party to or under any obligation resulting from such Subscription.

1.13.            “Subscription Term” means the duration of Subscriber’s right to use the Service as agreed in the Subscription, specified within the License Code and measured starting from the date of the License Code Activation.

1.14.            “Usage Data” means all automatically transmitted machine data (sensor or other machine data) or automatically generated system data (e.g. log files, information on utilization or availability of the Service).

2.                    Scope of Service

2.1.               Provider provides the Service solely on the basis of these Terms of Use and the applicable attachments as referenced herein.

2.2.               Terms and conditions of Subscriber or of third parties will not apply even if Provider does not specifically object to such terms and conditions. Even where Provider refers to a letter containing or referring to Subscriber’s or a third party’s business terms and conditions, this does not constitute agreement to such business terms and conditions.

2.3.               Individual agreements executed in writing between the Parties on a case-by-case basis (including ancillary agreements, supplements and amendments) will in any event take precedence over these Terms of Use.

3.                    Subject Matter

3.1.               The subject matter of these Terms of Use is the provision of the Service via remote access for use by or on behalf of Subscriber, including the necessary cloud space. The Service is described in more detail in the Service Description.

3.2.               The implementation of an interface integration with Subscriber’s existing system landscape is outside the scope of these Terms of Use and requires a separate written agreement between the Parties.

3.3.               Provider at its sole discretion has the right to have the Service performed by third parties (including, without limitation, Affiliates of Provider).

4.                    Provision of Service

4.1.               Provider shall make available the then current version of the Service for use in accordance with the provisions of these Terms of Use on a server infrastructure instance provided by Provider or its subcontractors (hereinafter referred to as an "Instance") during the Subscription Term.

4.2.               Access to the Service by Subscriber shall be browser-based via the Internet or, by choice of Provider, via a Service interface or dedicated portal made available by Provider.

4.3.               Provider shall provide Subscriber the necessary access credentials required for use of the Service, unless the registration of a SingleKey ID is required. Registration for a SingleKey ID is the sole responsibility of Subscriber.

4.4.               If an Account is required to obtain access to and to use the Service, the Provider shall make this Account available to Subscriber after Subscriber agrees to these Terms of Use. The Account and the access credentials are not transferable. Subscriber is liable for all actions performed under Subscriber’s Account.

4.5.               Subscriber shall change all passwords into passwords known only to them without undue delay and shall keep them confidential. Provider is not responsible for the consequences of misuse of a user password.

4.6.               Provider shall make cloud space available for Subscriber and Usage Data on Provider’s Instance to the extent that this is required for the intended use of the Service. Further details on the scope of services involving cloud space and on the storage of Subscriber Data can be found in the Service Description.

4.7.               Subscriber Data shall be stored and be regularly backed-up by Subscriber throughout the Subscription Term. Subscriber shall be solely responsible for compliance with retention periods required of Subscriber under commercial and tax law.

5.                    Technical Availability of the Service and the Subscriber Data, Support

The technical availability of the Service as well as service and support levels, if any, are solely governed by the Subscription.

6.                    Service Usage Rights

6.1.               Subject to License Code Activation, the Subscriber obtains a limited, non-exclusive, non-sub-licensable and non-transferable, revocable right to utilize the Service, and any intellectual property rights contained therein, in the context of the functionalities and the intended use of the Service in accordance with the Service Description during the Subscription Term and within the region agreed in the Subscription. Within this framework, Subscriber is entitled

a)          to make the Account and the Service available to third parties exclusively using the Service on behalf of and for the Subscriber;

b)         to store and print documentation that may be provided with the Service, whilst maintaining the existing copyright notices.

6.2.               The open source software components used in the Service shall be illustrated in the Service Description or in the Service itself to the extent a legal obligation exists based on the conditions of the applicable open source software license.

6.3.               Provider makes the Service available as Software as a Service (SaaS) per remote access. It shall not be made available to Subscriber for Subscriber’s own permanent storage nor does Subscriber have the right to make it available to third parties or to use it in a data center environment.

6.4.               If, during the Subscription Term or between the purchase of the License Code and License Code Activation, Provider makes new versions, updates, upgrades, modifications or extensions of the Service available or carries out other changes with respect to the Service, the provisions of this Section 6 shall also apply thereto, even if the modifications or extensions were ordered by Subscriber and paid for separately.

6.5.               Subscriber shall not have any rights not explicitly granted to Subscriber under these Terms of Use. In particular, Subscriber has no right to:

a)            use the Service and/or the Account beyond the scope of use agreed in these Terms of Use or to permit third parties to use it;

b)            subject to Section 6.1a), make the Service and/or the Account available to third parties; or

c)             duplicate the Service and/or the Account or to provide it for use for a limited period of time, in particular not to lease it or loan it.

6.6.               Subscriber is obliged to ensure that the provisions of these Terms of Use are complied with by any party or individual using the Services on Subscriber’s behalf.

6.7.               If Subscriber breaches the provisions of Section 6, Provider may, after giving Subscriber advance notification in writing, block Subscriber’s access to the Service if the violation can be rectified by such blocking. The block shall be removed as soon as the reason for the blocking ceases to exist. If Subscriber continues to violate the provisions of Section 6 or does so repeatedly despite a respective warning in writing from Provider, Provider is entitled to terminate the contractual relationship for cause without notice unless Subscriber was not responsible for such breach. Provider’s right to claim damages shall remain unaffected.

6.8.               The Provider is the sole owner of the Usage Data and may use and exploit it in anonymous form for any purpose in accordance with the applicable statutory provisions. The Subscriber warrants that he has not made any agreements with third parties that prevents its use.

7.                    Intellectual Property

Except for Subscriber Data, all right, title and interest to the content related to the Service, including without limitation all copyright, patent, trademark, trade secret or other proprietary rights in any text, graphics, logos, button icons, images and audio clips, is the property of Provider or its licensors. The license grant set forth in these Terms of Use is the complete grant of rights and no further rights shall be granted by implication, estoppel, equity or otherwise. 

8.                    Subscriber Data

8.1.               Subscriber hereby grants to Provider the right to use, for the purpose of providing the Service, the Subscriber Data filed in the cloud space for use of the Service, in particular the right to reproduce such Subscriber Data for this purpose (e.g. for data back-up), to modify it and to provide such Subscriber Data for the purpose of accessing it.

8.2.               Subscriber warrants that

a)            Subscriber and/or its licensors hold all rights to the Subscriber Data required for the granting of rights under these Terms of Use; and

b)            the Subscriber Data does not violate these Terms of Use or applicable laws and does not infringe the intellectual property rights of a third party.

8.3.               The Subscriber is responsible for the security of Subscriber Data. Subscriber is obligated to regularly back up his Subscriber Data. Each data back-up by Subscriber shall be performed so that the recovery of the Subscriber Data is possible at all times.

8.4.               Provider is entitled to immediately block Subscriber’s use of the Service and the cloud space if there is justified suspicion that the stored Subscriber Data is unlawful and/or infringes third-party rights. There is a justified suspicion of unlawfulness and/or of an infringement of rights in particular when courts, authorities and/or other third parties notify Provider thereof. Provider shall then notify Subscriber of the block, stating the reason for the block. The block shall be removed as soon as the suspicion has been refuted.

9.                    Defect Claims

9.1.               Any obligations, rights and remedies with regard to defects of the Service are the sole responsibility of the Reseller and are governed by the Subscription. 

10.                 Duties and Obligations of Subscriber

10.1.            Subscriber shall perform all cooperation duties required from Subscriber for the proper performance of the Service by Provider. In particular, Subscriber is obliged to:

a)            change all passwords allocated by Provider into passwords known only to Subscriber, to keep usage and access authorizations assigned to Subscriber secret, to protect them against access by third parties and not to disclose them to unauthorized users. These data shall be protected by suitable and effective measures. Subscriber shall notify Provider without undue delay in case of any suspicion that unauthorized persons might have obtained knowledge of access data and/or passwords;

b)            set up the system requirements necessary on Subscriber’s end as described in the Service Description;

c)             access and use the Service in strict compliance with all applicable laws and regulations including, without limitation, intellectual property laws, antitrust and competition laws, export control laws, and the use shall not conflict with any agreement that Subscriber has signed with any third party;

d)            comply with the restrictions/obligations with regard to the rights of use under Section 6 and to prosecute any violations of these obligations effectively and with the objective of preventing future violations;

e)            obtain the necessary consent from affected persons to the extent “personal data” or “personally identifiable information” are collected, processed or used within the Service and no statutory or other permission applies;

f)              respond to any data subject access requests pertaining to any “personal data” or “personally identifiable information” collected and processed within the scope of the Services in accordance with applicable law; and

g)             check data and information for viruses and other malware prior to sending data and information to Provider and to implement anti-virus programs in accordance with the state of the art.

10.2.            Subscriber is not authorized:

a)            to obtain access to non-public areas of the Service or to the technical systems on which the Service is based;

b)            to utilize robots, spiders, scrapers or other similar data collection or extraction tools, to utilize programs, algorithms or methods to search, access, acquire, copy, or monitor the Service outside of the documented API endpoints;

c)             to knowingly send Subscriber Data with viruses, worms, Trojans or other infected or harmful components, or to otherwise interfere in the proper functioning of the Service;

d)            to decrypt, decompile, disassemble, reconstruct or to otherwise attempt to discover the source code of the Service, any software or proprietary algorithms used, except as permitted under mandatory applicable laws;

e)            to test, scan or examine the vulnerability of the Service, or

f)              to intentionally utilize devices, software or routines which have a disruptive effect on the Services, functions or usability of the Service or willfully destroy other data, systems or communications, generate excessive load, or harmfully interfere, fraudulently intercept or capture.

 

g)             To disguise or falsify its IP address or geo location from which the Service is used e.g. by utilizing VPN or similar methods.

11.                 Data Privacy

11.1.            The Parties shall comply with all applicable laws and regulations, including but not limited to data protection law, and commit their employees engaged in connection with the performance of the Service to data protection, except to the extent that they are already under a general obligation to act accordingly.

11.2.            If Subscriber processes personal data, then Subscriber warrants that he is authorized to do so in accordance with applicable data protection regulations, and in the event of any infringement, Subscriber shall indemnify Provider from and against third party claims.

11.3.            Provider shall only process Subscriber Data to the extent required to provide the Service. Subscriber consents to the processing of such data to this extent.

11.4             Where Provider processes personal data on behalf of Reseller and Subscribers, Provider acts as a data processor on behalf of Reseller and Subscribers and such processing constitutes commissioned data processing according to Article 28 of the EU General Data Protection Regulation. In relation to such processing, Providers’s Data Processing Terms and Conditions apply.

11.5             The obligations pursuant to this Sections 11 shall continue to exist as long as Subscriber Data are in the area of influence of Provider, also after the termination date of the Subscription.

12                  Confidentiality

12.1             The Parties shall observe the confidentiality of all information which is to be treated as confidential and obtained in the context of this contractual relationship, or shall, respectively, only use it in relation to third parties, for whatever purpose, subject to the prior written agreement of the other Party. Information to be treated as confidential includes information explicitly marked as confidential by the Party communicating the information and information where the confidentiality thereof derives from the circumstances of its provision.

12.2             Affiliates and subcontractors of Provider are not to be considered third parties with regards to the obligation of Section 12.1 above.

12.3             Notwithstanding the above, Provider shall be free to exchange confidential information required for the provision and technical set up or maintenance of the Service for Subscriber with the Reseller or such third parties that, based on a separated agreement with Subscriber, are responsible for the technical installation and set up or maintenance of the Service for the Subscriber. Such exchange of confidential information, however, is limited to information needed for the contractual responsibility of such third party towards the Subscriber and subject to an equivalent confidentiality obligations between Provider and such third party.

12.4              The obligations under Section 12.1 shall not apply to such information or parts thereof for which the receiving Party proves that it

a)            was known to the receiving Party or generally accessible prior to the date of receipt or became known from a third party after the date of receipt in a lawful manner and without any confidentiality obligation; or

b)            was already known to the general public or was generally accessible prior to the date of receipt; or

c)             became known to the general public or became generally accessible after the date of receipt without the receiving Party being responsible for this; or

d)            has waived its right to confidentiality in respect of which the notifying Party has waived its right to confidentiality by means of a written declaration to the receiving Party.

12.5              The obligations under Section 12.1 shall survive termination of these Terms of Use for an indefinite period, as long as a criterion for an exception pursuant to Section 12.2 has not been evidenced.

13                  Liability

13.1              Any liability claims by Subscriber based on defects or malperformance of the Service must be made against Reseller under the Subscription. Subject only to Section 13.2 any claims against Provider based on defects or malperformance of the Service are excluded.

13.2              Provider is liable for direct damages in accordance with the statutory provisions

a)            in the event of intent or gross negligence,

b)            in accordance with the provisions of the Dutch product liability regulations,

c)             within the scope of a guarantee given by Provider, and

d)            in the event of injury to life or limb or impairment to health of a person.

13.3  If and to the extent permitted by applicable local law:

a)  any liability for indirect or consequential damages is excluded;

b) any liability pursuant to this Section 13 is limited to an amount of € 25,000.00 (in words: twenty-five thousand Euros) per contract year, starting from the date of the License Code Activation.

14                  Term, Termination

14.1              Except as otherwise agreed, the stipulations set forth herein shall enter into force upon acceptance of these Terms of Use and shall remain valid for the time the Subscriber has access to the Service.

14.2              Unless specifically agreed otherwise between Reseller and Subscriber in the Subscription, the use rights granted herein based on a valid License Code, shall be limited for a period of 12 months from the date of the License Code Activation.

14.3              The Parties’ statutory right to terminate for cause without notice shall remain unaffected.

15                  Obligations Upon and After Termination

The Provider shall delete Subscriber Data from all Provider systems one month after the end of the Subscription Term, unless the Subscriber obtains a new License Code to continue using the Service or if there are legal retention periods to the contrary. The Subscriber is obliged to export and save the Subscriber Data on his own responsibility in good time before  expiry of the Subscription Term.

16                  Export Control

16.1              Subscriber is aware that the use of the Service may be subject to import/export restrictions. In particular there may be approval requirements, or use of the Service and related technologies may be subject to restrictions/limitations in foreign countries.

16.2              Subscriber shall comply with respectively applicable national and international import/export control regulations, and with all other relevant regulations.

16.3              Provider’s provision of Services is subject to such fulfilment not being opposed by impediments due to national or international import/export regulations or by any other statutory provisions.

16.4              Delays due to export examinations or approval procedures render deadlines and delivery dates inapplicable. If necessary approvals are not granted or if the delivery of the Service is not capable of being approved, Provider shall be relieved from providing the Service.

16.5              The Provider has the right to terminate the provision of the Service without notice if such termination is necessary for the Provider in order to comply with national or international legal provisions. In the event of termination the Subscriber is excluded from raising a claim for any damage or other rights on account of the termination.

16.6              The Service shall not be utilized for military purposes or for nuclear technology purposes. 

17                  Miscellaneous

17.1              The contractual relationships between the Parties shall be governed by the substantive laws of the Netherlands. Service of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

17.2              Legally relevant statements and notices to be delivered to Provider by Subscriber after acceptance of these Terms of Use (e.g. setting of time limits, notification of defects, and declaration of rescission or price reduction) must be made in text form in order to be effective.

17.3              Should any provision of these Terms of Use be or become invalid or unenforceable, this shall, however, not affect the remaining provisions.

17.4              The courts of ‘s-Hertogenbosch, the Netherlands, have exclusive jurisdiction and venue.

 

 

Bosch Security Systems B.V.