Hubsense QBM IoT Gateway & Commissioning Tool

Terms of Use HubSense Commissioning Tool 

Version: January 2024

These Terms and Conditions govern Customer’s access to INVENTRONICS’ services for the Commissioning of Products with the HubSense Commissioning Tool. Any use of the Hubsense Commissioning Tool is subject to Customer’s agreement to these Terms and Conditions.  

1.     The Agreement

These Terms and Conditions together with an accompanying Product order, online order or other order for Product made by the Customer and accepted by INVENTRONICS, constitutes the agreement (“Agreement”) between INVENTRONICS or its Affiliate (“INVENTRONICS”) entering into Agreement and the Customer (“Customer”) entering into Agreement (together “Parties”). These Terms and Conditions governs the Customer’s access to and use of the HubSense Commissioning Tool and prevails over any other terms and agreements between the Customer and INVENTRONICS for the subject matter of the HubSense Commissioning Tool. 

2.     User Eligibility and User Accounts

2.1. The HubSense Commissioning Tool is provided by INVENTRONICS GmbH, having its registered office in Parkring 31-33, 85748 Garching, Germany, as a service for the Commissioning of Products with the HubSense Commissioning Tool by the Customer and for business purpose only. Using the HubSense Commissioning Tool by natural person(s) and/or for consumer purpose is not allowed.

2.2. Upon entering into Agreement between the Parties HubSense Commissioning Tool account(s) (“Tools Account(s)”) will be generated for the Customer enabling the End-Users of the Customer to access and use the HubSense Commissioning Tool. 

3.     Changes to HubSense Commissioning Tool and to Terms and Conditions

The HubSense Commissioning Tool and these Terms and Conditions may be revised, modified, and updated (“collectively “changed”) at any time in sole discretion of INVENTRONICS or third-party licensors.

4.     Intellectual Property Rights and Know-How

4.1. Nothing in the Agreement shall operate to assign or transfer any Intellectual Property Rights from INVENTRONICS or its third-party licensors to the Customer or vis-a-verse.

4.2. As used in these Terms and Conditions “Intellectual Property Rights” means all Intellectual Property Rights wherever in the world, whether registrable or un-registrable, registered or unregistered, including any application or right of application for such rights and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semiconductor topography rights and rights in designs and materials.

4.3. INVENTRONICS or its third party licensors are the owners of and retains the sole and exclusive ownership of, and to all Intellectual Property Rights, rights, title and interest in the HubSense Commissioning Tool and related services, including but not limited to all copyrights, trademarks, any of its custom graphics, icons, and other content, proprietary rights, software rights and any other intellectual property rights related to the HubSense Commissioning Tool and related services and anything developed or modified by INVENTRONICS or its Affiliates or its third -party licensors and provided to, or accessed by, or used by, or shared with the Customer including its End-Users.

4.4. INVENTRONICS grants the Customer a limited, revocable, non-exclusive, non-transferable and non-sublicensable license to access and use the HubSense Commissioning Tool, limited solely to the Tools Components, only in the manner expressly permitted by INVENTRONICS.

4.5. For the avoidance of doubt, the Customer has no right to access the the HubSense Commissioning Tool software source code (including object code, intermediate code and source code) and the HubSense Commissioning Tool platform and mobile App.

4.6. The Customer hereby grants to INVENTRONICS and its Affiliates a royalty-free, non-exclusive right and license to use the Intellectual Property Rights owned or held by the Customer solely if they are required for the performance of the HubSense Commissioning Tool services.

4.7. After the term, the Customer undertakes to immediately remove and destroy log-in details, documentation and all other materials provided by INVENTRONICS or its Affiliates to the Customer.

4.8. Certain components of the Mobile App of the HubSense Commissioning Tool are subject to open-source license terms. They are identified, together with their respective copyright notices and applicable license text, in a separate open-source readme file contained herein and can be downloaded from www.inventronicsglobal.com/opensource.

5. Restrictions on Use of the HubSense Commissioning Tool

5.1. The Customer shall be solely responsible for any and all acts and omissions that occur during or relating to use of the HubSense Commissioning Tool, and agrees not to engage in unacceptable use of the HubSense Commissioning Tool, which includes without limitation:

a. Except to the extent expressly permitted in these Terms and Conditions or required by law on a non-excludable basis, the license granted by INVENTRONICS to the Customer is subject to the following prohibitions: (i) the Customer must not transfer or sub-license its right to access and use the HubSense Commissioning Tool; (ii) the Customer must not permit any unauthorized person to access or use the HubSense Commissioning Tool ; (iii) the Customer must not use the HubSense Commissioning Tool to provide services to third parties; (iv) the Customer must not republish or redistribute any content or material from  the HubSense Commissioning Tool and/or the  the HubSense Commissioning Tool platform or mobile App; (v) the Customer must not make any alteration of the  the HubSense Commissioning Tool and the HubSense Commissioning Tool platform or mobile App, (vi) the Customer must not conduct or request that any other person, company or other entity, conduct any load testing or penetration testing of  the HubSense Commissioning Tool and/or the HubSense Commissioning Tool platform or mobile App; (vi) the Customer must not use the HubSense Commissioning Tool in any way that causes, or may cause, damage to the HubSense Commissioning Tool and/or the the HubSense Commissioning Tool platform or mobile App or impairment of the availability or accessibility of the the HubSense Commissioning Tool or mobile App; (vii) the Customer must not use the HubSense Commissioning Tool in any way that is unlawful, illegal, fraudulent or harmful or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity, (viii) the Customer must not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the HubSense Commissioning Tool;  (ix) the Customer must not modify, translate, or create derivative works based on the HubSense Commissioning Tool; (x) the Customer must not remove any proprietary notices or labels of the HubSense Commissioning Tool, (xi) the Customer must not use the HubSense Commissioning Tool for timesharing or otherwise for the benefit of a third party.

b. The Customer shall not disguise the origin of information transmitted through the HubSense Commissioning Tool.

c. The Customer shall not place false or misleading information on the HubSense Commissioning Tool.

d. The Customer shall not use or access any service, information, application, or software available via the HubSense Commissioning Tool in a manner not expressly permitted by INVENTRONICS.

e. The Customer shall not input or upload to the HubSense Commissioning Tool any data which contains viruses, Trojan horses, worms, time bombs or other computer programming routines that are intended to damage, interfere with, intercept, or expropriate HubSense Commissioning Tool or that infringes the Intellectual Property rights of INVENTRONICS or third parties.

f. The Customer shall not use or access the HubSense Commissioning Tool in any way that, in INVENTRONICS’ judgment, adversely affects the performance or function of the HubSense Commissioning Tool or interferes with the ability of authorized parties to access the HubSense Commissioning Tool.

g. The Customer shall not frame or utilize framing techniques to enclose any portion or aspect of the HubSense Commissioning Tool without the express written consent of INVENTRONICS.

h. The Customer shall not obtain, copy, monitor, index or data mine through the use of a robot, spider, any automated device, or any manual process, the HubSense Commissioning Tool or the contents.

i. The Customer shall not use HubSense Commissioning Tool content or data (including any associated metadata) in any manner for the purposes of development of artificial intelligence technologies or tools or otherwise for the purposes of using or in connection with the use of such technologies, tools or models to generate any data or content and/or to synthesize or combine with any other data or content. We reserve all rights to license any use of our content and data for any such purposes.

j. The Customer shall not remove the copyright or trademark notice from any copies of content of the HubSense Commissioning Tool.

k. Except as otherwise expressly authorized by these Terms and Conditions or by the owner of the materials, you shall not copy, reproduce, modify, republish, post, lease, loan, sell, create derivative works, upload, transmit, translate, make publicly available, sell, exploit,  or distribute in any manner or medium any material from the HubSense Commissioning Tool in any way without INVENTRONICS’ prior written permission.

5.2. The HubSense Commissioning Tool contain Manufacturing and Testing Environment (MaTE), a tool consisting of hardware device and software services, designed to install the Firmware on Components to enable the necessary configuration and you undertake:

1. not to modify, reverse engineer, decompile, disassemble, or attempt to derive source code from MaTE, the Firmware, or any portion thereof and
2.  to use the Firmware only together with the Components of the HubSense Commissioning Tool.

6. Customer’s Data

6.1 Customer shall use reasonable endeavors, including reasonable security measures relating to the HubSense Commissioning Tool Account access details, to ensure that no unauthorized person gains access to or uses the HubSense Commissioning Tool using an Account or in any other way. Customer is responsible for all its End-Users and for properly safeguarding all its credentials (such as identifiers, passwords and usernames) related to the HubSense Commissioning Tool. Customer remains liable for any use of the HubSense Commissioning Tool under its credentials regardless of the identity of the user. Customer must notify INVENTRONICS immediately if there is a reason to suspect that any of the credentials have been disclosed to or accessed by an unauthorized third party.

6.2. Customer is solely responsible, at its own cost and expense, for obtaining and maintaining any and all infrastructure and equipment Customer needs to properly use the HubSense Commissioning Tool (including without limitation, supported web browsers, software, systems, applications, devices and data connection), as well as ensuring that all its other software or systems interfacing with the HubSense Commissioning Tool,  if any, are properly configured and interoperable with the HubSense Commissioning Tool. .

6.3. Customer hereby grants to INVENTRONICS a non-exclusive, unlimited, irrevocable, royalty-free, worldwide and perpetual license to use, copy, reproduce, store, distribute, publish, export, adapt, edit and translate Customer Data to the extent reasonably required for the performance of INVENTRONICS’ obligations and the exercise of INVENTRONICS’ rights under the Agreement and to further develop the HubSense Commissioning Tool and its algorithms. The Customer also grants to INVENTRONICS the right to sub-license its rights to its Affiliates, co-developers, hosting, connectivity and telecommunications service providers, subject to any express restrictions elsewhere in these Terms and Conditions.

6.4. As used in these Terms and Conditions “Customer Data” means all data, works and materials: (i) uploaded to or stored on the HubSense Commissioning Tool platform or mobile App by the Customer; (ii) transmitted by the HubSense Commissioning Tool platform at the instigation of the Customer; (iii) supplied by the Customer to INVENTRONICS or uploading to, transmission by or storage on the HubSense Commissioning Tool platform or mobile App.

6.5. The Customer warrants that the Customer Data will not infringe the Intellectual Property Rights or other legal rights of any person or company, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law when used by INVENTRONICS in accordance with the Agreement. Customer agrees to indemnify INVENTRONICS for any breach of this warranty obligation.

6.6. The Customer has sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness of all Customer Data. INVENTRONICS does not assume any duty or obligation to correct or modify Customer Data.

6.7. INVENTRONICS is entitled to monitor and collect any anonymous usage and statistical data based on use and maintenance of the HubSense Commissioning Tool and use such data to develop and improve the HubSense Commissioning Tool and INVENTRONICS business operations.

7. Warranties & Liability of the Parties

7.1. INVENTRONICS provides the HubSense Commissioning Tool “as-is” and disclaims any and all express, implied or statutory warranties, including the implied warranties of fitness for a particular purpose and of merchantability unless set out otherwise by INVENTRONICS. INVENTRONICS expressly excludes any warranties for the availability of the HubSense Commissioning Tool and any liabilities for damages resulting from the temporarily or permanent unavailability of the HubSense Commissioning Tool and any portion thereof.

7.2. The Customer warrants to INVENTRONICS that it has the legal right and authority to enter into the Agreement, make an Order and accept these Terms and Conditions, and to perform its obligations under the Agreement.

7.3. The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of these Terms and Conditions, INVENTRONICS gives no warranty or representation that the HubSense Commissioning Tool will be wholly free from defects, errors or bugs.

7.4. The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of these Terms and Conditions, INVENTRONICS gives no warranty or representation that the HubSense Commissioning Tool will be entirely secure.

7.5. All of the Parties’ warranties and representations are expressly set out in these Terms and Conditions. To the maximum extent permitted by Applicable Law, no other warranties or representations concerning the subject matter will be implied into this Agreement.

7.6. INVENTRONICS shall in no event be liable for any loss, damage, destruction or alteration of the Customer Data or other data of the Customer, howsoever caused, or any other loss (including loss of profits or breach of regulations and codes of conduct applicable to Customer’s business) arising out of (and to the extent caused by) any failure by Customer to keep adequate and up-to-date security and/ or back-up copies of the Customer Data and other data of the Customer.

7.7. INVENTRONICS shall in no event be liable for any loss or damage, resulting from errors, changes or breakdowns in services provided by third parties, any software of the Customer, modifications made by the Customer, third-party operating systems or third-party software.

7.8. INVENTRONICS shall in no event be liable for any loss or damage, resulting from delay or errors in the Customer performing its obligations under the Agreement.

7.9. INVENTRONICS shall not be liable in respect of any losses or damages arising out of a Force Majeure Event.

7.10. In no event, whether as a result of breach of contract, warranty, indemnity, tort (including negligence), strict liability, or otherwise, shall INVENTRONICS or its subcontractors or suppliers be liable for loss of profit or revenues, loss of use of the HubSense Commissioning Tool or any associated equipment, cost of substitute Tools or any associated equipment, or any special, consequential, incidental, indirect, speculative, punitive or exemplary damages, or claims of your customers for any of the foregoing damages, and you shall indemnify INVENTRONICS against all such claims of your  customers.

7.11. The limitations and exclusions of liability set out in this section and elsewhere in these Terms and Conditions govern and prevail all liabilities of INVENTRONICS arising under this Agreement or relating to the HubSense Commissioning Tool or the subject matter thereof,  including liabilities arising from this Agreement, due to delays, defects, product liability, and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.

7.12. On all areas and concerning all types of claims, damages, losses, penalties, cost, fines and liabilities,  including such ones based on series of related events, and which is not subject to other limitations of liability in these Terms and Conditions, INVENTRONICS’ total aggregate liability under this Agreement is limited to ten (10) EUR.

8.     Data Privacy

8.1. INVENTRONICS’ privacy policy applies to all Customer’s privacy data, personal information and related company information that may be required while using the HubSense Commissioning Tool. This privacy policy can be downloaded from the INVENTRONICS’ HubSense Commissioning Tool website.

 8.2. Except to the extent otherwise permitted by law, INVENTRONICS shall process Customer’s personal data in its capacity as data controller in compliance with its privacy policy applicable at the time of the collection of this data, which can be consulted online. Customer declares to have been informed sufficiently.

8.3. Customer warrants the accuracy of the personal data provided and shall notify INVENTRONICS immediately when this personal data is incomplete or inaccurate.

9.     Termination and Suspension

Customer agrees that INVENTRONICS, in its sole discretion, may terminate or suspend Customer’s use of the HubSense Commissioning Tool at any time and for any or no reason in its sole discretion, even if access and use is continued to be allowed to others. Upon such suspension or termination, Customer must immediately discontinue the use of the HubSense Commissioning Tool and destroy any copies Customer have made of any portion thereof and provide the same from End-Users of the Customer

10.  Compliance with Laws, Export Control

10.1 Customer agrees to use the HubSense Commissioning Tool in strict compliance with all applicable laws, rulings, and regulations applicable to Customer and to Customer’s use of the HubSense Commissioning Tool, and to take no actions which would cause INVENTRONICS to be in violation of any laws, rulings or regulations applicable to INVENTRONICS.

10.2. Customer especially agrees to comply with all applicable export control regulation, including without limitation those of the European Union and the Unites States of America, and to not export or re- export any portions of the HubSense Commissioning Tool to countries or persons prohibited under the applicable export control laws or regulations. If Customer’s access and/or download any content or information via the HubSense Commissioning Tool, you represent that you are not in a country where such export is prohibited or are not a person or entity to which such export is prohibited.

10.3. If required to conduct export control checks, Customer upon request from INVENTONICS, shall promptly provide INVENTRONICS with all information pertaining to their particular End-User of the HubSense Commissioning Tool. Customer shall indemnify and hold harmless INVENTRONICS from and against any claim, proceeding, action, fine, loss, cost and damages arising out of or relating to any noncompliance with export control regulations by you, and shall compensate INVENTRONICS for all losses and expenses resulting thereof. This provision does not imply a change in burden of proof.

10.4. Any violation of this Section 10 shall constitute an essential material breach of these Terms and Conditions, and INVENTRONICS shall be entitled to seek appropriate remedies, including immediate termination of your use of the HubSense Commissioning Tool and to claim further damages and/or cost compensation.

11.  General Provisions

11.1. The validity, interpretation, construction and performance of these Terms and Conditions and all acts and transactions pursuant hereto and rights and obligations of the Parties hereto shall be governed, construed and interpreted in accordance with the laws of the Federal Republic of Germany, without giving effect to its conflicts of law provisions. The application of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG) shall be excluded. All disputes arising out of or related to these Terms and Conditions shall be finally settled under the Rules of arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The seat of arbitration shall be Munich, Germany. The language to be used in the arbitral proceedings shall be English.

11.2. If any provision of these Terms and Conditions is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms and Conditions, which shall remain in full force and effect.

11.3. Subject to any express restrictions elsewhere in these Terms and Conditions, INVENTRONICS may subcontract any of its obligations under these Terms and Conditions, without providing the Customer any written or other formal notice.

11.4. INVENTRONICS is entitled, at any time and in its sole discretion, to assign or transfer any of its rights or obligations under these Terms and Conditions to any Affiliates or a successor to all or a substantial part of the business of INVENTRONICS from time to time. Customer may assign or transfer their respective rights or obligations under these Terms and Conditions with a prior written consent of INVENTRONICS.

11.5. No breach of any provision of these Terms and Conditions shall be waived except with the express written consent of the Party not in breach.

11.6. If any provision of these Terms and Conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the Parties, in which case the entirety of the relevant provision will be deemed to be deleted).

11.7. These Terms and Conditions are made for the benefit of the Parties and is not intended to benefit any third party or be enforceable by any third party. The rights of the Parties to terminate, rescind, or agree to any amendment, waiver, variation or settlement under or relating to these Terms and Conditions are not subject to the consent of any third party.

11.8. Both INVENTRONICS and the Customer are independent contractors. These Terms and Conditions does not create an agent or employment relationship, partnership or joint venture between INVENTRONICS and the Customer. Neither Party shall have any authority to incur any obligations or commitments or make any representations, warranties or guarantees or to act for or on behalf of the other Party. A Party is not permitted to sign any agreements or to agree on any details of agreements on behalf of the other Party, without the explicit written consent of that Party.