Resource Advisor+ Terms of Use

PLEASE READ CAREFULLY THESE TERMS OF USE INCLUDING SUCH OTHER LEGAL DOCUMENTS INCORPORATED HEREIN BY REFERENCE (“TERMS OF USE”) BEFORE USING OUR CLOUD‑BASED DIGITAL OFFER: RESOURCE ADVISOR+ (“DIGITAL OFFER”). THESE TERMS FORM A LEGAL AGREEMENT BETWEEN YOU AND SCHNEIDER ELECTRIC AND DEFINE THE CONDITIONS AND RIGHTS GOVERNING YOUR ACCESS TO AND USE OF THE DIGITAL OFFER, INCLUDING ANY DATA COLLECTED AND PROCESSED THROUGH SUCH USE.

THE INTENDED PURPOSE OF THE DIGITAL OFFER IS FOR USE ONLY BY PROFESSIONALS IN THE ORDINARY COURSE OF THEIR BUSINESS. YOU HAVE NO RIGHT OR LICENSE TO USE THE DIGITAL OFFER IF YOU ARE NOT A PROFESSIONAL USING IT IN THE ORDINARY COURSE OF YOUR BUSINESS.

IF YOU ARE AN INDIVIDUAL ACCESSING OR USING THE DIGITAL OFFER ON BEHALF OF A CORPORATION, COMPANY, OR ANY OTHER LEGAL ENTITY, YOU ARE AGREEING TO THESE TERMS OF USE ON BEHALF OF SUCH ENTITY AND YOU DECLARE TO SCHNEIDER ELECTRIC THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY. IN SUCH CASE, THE TERMS “CUSTOMER,” “YOU,” AND “YOUR,” OR AS APPLICABLE, “CUSTOMER SUPPLIER,” SHALL REFER TO THAT CORPORATION, COMPANY, OR OTHER LEGAL ENTITY.

IF YOU DO NOT ACCEPT THESE TERMS OF USE, YOU WILL NOT BE ABLE TO CREATE A USER ACCOUNT IN THE DIGITAL OFFER AND THEREFORE WILL NOT BE ABLE TO USE THE DIGITAL OFFER.

IF YOU AGREE TO THESE TERMS OF USE, PLEASE CONFIRM YOUR AGREEMENT BY CHECKING THE CORRESPONDING TICK BOX ON THE REGISTRATION PAGE MADE AVAILABLE TO YOU FOR THE PURPOSE OF CREATING A USER ACCOUNT IN THE DIGITAL OFFER.

THESE TERMS OF USE SHALL ALSO APPLY AND REMAIN ENFORCEABLE BETWEEN SCHNEIDER ELECTRIC AND YOU EVEN IF YOU HAVE ORDERED OR OTHERWISE SUBSCRIBED TO THE DIGITAL OFFER THROUGH AN AUTHORIZED SCHNEIDER ELECTRIC DISTRIBUTOR, RESELLER, OR CERTIFIED SCHNEIDER ELECTRIC PARTNER.

1. Definitions

For the purposes of these Terms of Use, the terms below shall have the meanings defined herein:

"Affiliates": means with respect to either Schneider Electric or the Customer, any corporation, company, or other legal entity that is directly or indirectly (i) controlling Schneider Electric or the Customer, or (ii) controlled by Schneider Electric or the Customer, or (iii) under common control with Schneider Electric or the Customer. The term “control” means the direct or indirect control of at least 50% of the stock capital and/or voting rights.

"Application": means the software program hosted on or interfaced with the Cloud Platform, designed to provide the functions defined in the Documentation and to enable use of the Services. It includes any updated or upgraded version provided to Customer under the conditions defined in the Order Confirmation.

"Authorized User": means any employee or contractor acting under the authority or control of the Customer when accessing the Cloud Platform and using the Digital Offer in accordance with these Terms of Use.

"Cloud Platform": means the cloud-based platform hosting or interfaced with the Application through which Customer Data and, as applicable, Customer’s Partners' Data are created or processed as part of the Services.

"Customer" or "You": means each corporation, company, or legal entity carrying out a professional activity on behalf of which any Authorized User creates or is provided with a user account to access and use the Digital Offer and, as applicable, the Services.

"Customer's Partners": means any third party with whom the Customer has a business relationship and whose data is processed through the Customer’s or such party’s use of the Digital Offer and/or Services.

"Customer Data": means all information, content, and data proprietary or related to Customer — including text, sound, images, video, and computer programs — that Customer or the Application (or Schneider Electric, as applicable) uploads, downloads, creates, stores, uses, shares, or otherwise processes through the Cloud Platform. Customer Data includes Prompts and may include Personal Data.

"Customer's Partners Data": means all information, content, and data related to Customer’s Partners processed through Customer’s or such parties’ use of the Digital Offer, and which may include Personal Data.

"Customer Suppliers": means Customer’s Partners who are suppliers to Customer.

"Data Protection Laws": means all applicable laws relating to Personal Data protection, privacy, and electronic communications. Depending on processing location and scope, these may include GDPR, California Data Protection Laws, UK Data Protection Laws, PRC Data Protection laws, Mexico Data Protection laws, Swiss Data Protection laws, or any other applicable legislation.

"Data Controller" and "Data Processor": have the meanings given in GDPR unless another applicable Data Protection Law provides otherwise.

"Digital Offer": means the cloud-based software solution through which Schneider Electric provides Customer the right to use the Application and receive the Services, subject to these Terms of Use.

"Documentation": means all manuals and other materials describing the functions, procedures, or instructions related to the Digital Offer, provided on Schneider Electric webpages or as defined in the Order Confirmation.

"Intellectual Property Rights": means all rights arising under statute, common law, treaty, or otherwise, including but not limited to patents, copyrights, trademarks, moral rights, design rights, software rights, trade secrets, and confidential information, whether registered or not, in any country.

"Order": means any purchase order placed by Customer to Schneider Electric or a Schneider Electric Affiliate for a subscription to the Digital Offer or purchase of Services, whether through proposal, contract, website, or online portal.

"Order Confirmation": means the written or electronic confirmation of Customer’s Order, issued by Schneider Electric or a Schneider Electric Affiliate.

"Personal Data": has the meaning given in GDPR unless another Data Protection Law applies, in which case the closest equivalent definition applies.

"Schneider Electric": means Summit Energy Services, Inc., located at 10350 Ormsby Park Place, Suite 400, Louisville, KY 40223, a wholly owned subsidiary of Schneider Electric Industries SAS.

"Schneider Electric Affiliate": means any Affiliate of Schneider Electric in any country that accepts Customer’s Order and issues an Order Confirmation.

"Services": means the provision of the Digital Offer and any related services provided by Schneider Electric or its Affiliates through Customer’s use of the Digital Offer.

"Services Contract": means the commercial agreement signed between Customer and Schneider Electric or its Affiliate under which Services are provided, including broader scopes of services where applicable.

"Services Description": means the functional description of applicable Services as set forth in the Services Contract, Order Confirmation, relevant web pages, or online portals. In case of conflict, the Services Contract or Order Confirmation prevails.

"Services Period": means the timeframe during which Customer may access and use the Services, as defined in the Services Contract, Order Confirmation, applicable webpages, or online portals. In case of conflict, the Services Contract or Order Confirmation prevails.

"Standard Contractual Clauses": means (i) the applicable EU-approved SCCs for Personal Data transfers outside the EEA and (ii) the UK International Data Transfer Addendum. These clauses govern continuous cross-border data transfers between Customer (Data Exporter) and Schneider Electric (Data Importer). Specific module selections and legal interpretations (including for Swiss transfers) apply as stated in these Terms of Use.

2. User Account

2.1 Account Creation

You need to create, or request Schneider Electric to create on your behalf, a user account on the Cloud Platform or, as applicable, in the Application (“User Account”) in order to access and use the Services. To create Your User Account, You shall complete the online registration form made available by Schneider Electric with the information required thereon and provide profile information including, but not limited to, Your company name, and the name and email address of the individual person(s) You authorize to use the Digital Offer and the Services. Depending on the jurisdiction, such information may be considered Personal Data and shall, in such case, be treated accordingly by both You and Schneider Electric in compliance with these Terms of Use and any applicable Data Protection Laws.

2.2 Account Accuracy, Security, and Responsibility

• You agree to use a unique password or change the one created for You by Schneider Electric to a unique password that You do not use with any other online product or service.
• You agree to provide accurate, truthful, current, and complete information.
• You agree to promptly update all information You provided during account creation.
• You agree to maintain the confidentiality and security of Your User Account, protect Your identification information and password, and restrict access to Your User Account.
• You must promptly notify Schneider Electric if You discover or suspect any security breach related to Your User Account or any misuse thereof.
• You accept responsibility for all activities that occur under Your User Account and accept all risks of any authorized or unauthorized access thereto.

2.3 Authorized Users

You may authorize Your Authorized Users to use Your User Account, access, and make use of the Digital Offer and the Services on Your behalf and only for the purposes allowed in these Terms of Use. You are responsible for ensuring the Terms of Use are made available in a legible manner to each Authorized User before they log in and make use of the Services.

You are fully responsible for the acts and omissions of Your Authorized Users, including for all activities performed through Your User Account, and for any resulting harm to You, Your Authorized Users, third parties, the Digital Offer, the Services, Schneider Electric, or its Affiliates. Schneider Electric may rely on any information received through Your User Account, and will not incur liability arising out of such reliance.

2.4 Account Duration, Renewal, and Termination

Unless terminated earlier by Schneider Electric or by You, Your User Account shall remain active, and the Services will continue to be provided as long as the last applicable Services Period has not expired and all fees owed to Schneider Electric or its Affiliates are paid in accordance with the Order Confirmation.

This applies unless You disable or cancel Your User Account, elect not to renew the Services Period before its expiration, or electronically terminate Your subscription to the Digital Offer (when such functionality is made available).

Upon expiration of the last applicable Services Period, Your User Account will be automatically and immediately disabled. You must then cease any access to and use of the Digital Offer and Services. Renewal or cancellation conditions apply as stated where the Services Period is defined.

2.5 Investigations

While not obligated to perform investigations, Schneider Electric may investigate violations of these Terms of Use or misuse of the Digital Offer and may cooperate with law enforcement authorities regarding security threats, fraud, illegal, malicious, or otherwise inappropriate activity by You or any third-party involving Your access or use of the Digital Offer.

3. License Grant to the Digital Offer

3.1 License Grant

Subject to Your continued compliance with these Terms of Use and, unless the Digital Offer is made available to You free of charge, Your full payment of all fees when due to acquire the right to access and use the Digital Offer, Schneider Electric grants You a non-exclusive, non-transferable, and limited license to use the Application as part of the Services for the time period and in the territory (worldwide unless otherwise restricted) for which the Services are made available according to the applicable Order Confirmation. This license may be terminated earlier in accordance with Section 13 of these Terms of Use.

Your use of the Digital Offer must also comply with the Documentation and any additional conditions agreed between You and Schneider Electric in any Services Contract or Order Confirmation.

3.2 No Tangible Delivery or Source Code Access

Any right to receive the Application in tangible form or to download and install the Application on any device is expressly excluded, unless the Application is provided as a mobile application for installation on a mobile device.

To the extent applicable, the Application may be used only as part of the Services by the particular named user(s), in the particular location(s), on the particular device(s) and/or system(s) for which You have acquired the right to use the Digital Offer, as identified in the Documentation, Services Description, or the applicable Order Confirmation.

The Application is made available solely in object code (machine-readable) form. Under no circumstances is Schneider Electric obligated to disclose or make available the source code.

3.3 Precedence of Terms

These Terms of Use govern Your right to use the Digital Offer as part of the Services. These Terms of Use and any applicable Order Confirmation shall prevail over and supersede any terms or conditions contained in any purchase order or other document You may issue in connection with Your use of the Digital Offer. Such conflicting terms are expressly rejected by Schneider Electric.

3.4 Customer Partners and Sublicensing Restrictions

Customer may not sublicense or otherwise grant access or usage rights to the Digital Offer and/or the Services to any of Customer’s Partners unless expressly authorized in writing by Schneider Electric or its Affiliate in a Services Contract or Order Confirmation.

Customer agrees that:

1. The conditions defined under paragraphs (a) to (d) below shall apply to the provision by Customer to Customer’s Partners of the right to access and use the Digital Offer and the Services; and
2. Customer has the obligation to inform Customer’s Partners of such conditions and to obtain their express written agreement to such conditions under any applicable purchase order or contract. Customer shall indemnify and hold Schneider Electric and its Affiliates harmless from any damages resulting from Customer’s failure to provide such information and/or obtain such agreement.

3.4(a)

Customer shall not grant Customer’s Partners more rights than those granted to Customer under these Terms of Use. Rights granted to Customer’s Partners may not exceed the Customer’s applicable Services Period.

3.4(b)

Customer’s Partners shall not access the Digital Offer or the Services until they create their own User Account or request Customer (who agrees) to create an account on their behalf.

3.4(c)

No User Account may be created — and therefore the Digital Offer and Services cannot be used — unless Customer’s Partner accepts these Terms of Use through the applicable registration or consent interface provided by Schneider Electric.

3.4(d)

Upon acceptance by Customer’s Partner, these Terms of Use shall bind the Customer’s Partner and be enforceable directly by Schneider Electric, regardless of whether the Partner places or enters any order or contract with Schneider Electric or its Affiliates.

4. Restrictions on Use of the Digital Offer

4.1 Usage Restrictions

Your use of the Digital Offer may be subject to certain restrictions set forth in these Terms of Use and other legal documents incorporated or referred to herein. These may include limitations on scope of use, capacity, metrics, system resources, and/or duration of the Services. Any inconsistent use may adversely impact performance, incur additional charges, or result in suspension or termination of Your User Account.

You acknowledge that You shall solely bear the cost of any toll charges applicable to Your access to the Digital Offer through internet or telephone usage.

If technological measures are implemented to prevent unlicensed or illegal use of the Digital Offer, You agree that Schneider Electric may apply such measures and that You will comply with any related requirements. You further agree not to, nor permit others to, circumvent such measures. Such measures do not constitute defects nor entitle You to warranty rights.

4.2 Prohibited Activities

In using the Digital Offer, You agree not to:

1. Reverse engineer, decompile, disassemble, modify, adapt, or translate any part of the Digital Offer (including the Application), or create derivative works based on it. Only Schneider Electric or its designated Affiliate(s) may provide corrections or workarounds.
2. Perform or disclose benchmark or performance testing of the Digital Offer without Schneider Electric’s prior express written consent.
3. Perform or disclose any security testing of the Digital Offer or associated infrastructure without Schneider Electric’s prior express written consent, including network discovery, port/service identification, vulnerability scanning, password cracking, remote access testing, or penetration testing.
4. Transfer, license, sublicense, rent, lease, sell, lend, distribute, host, outsource, disclose, enable timesharing or service bureau use, assign, or otherwise commercially exploit the Digital Offer or any part thereof without Schneider Electric’s prior written consent.
5. Disrupt or interfere with the security of, or otherwise abuse, the Digital Offer, associated websites, portals, or infrastructure operated or authorized by Schneider Electric.
6. Disrupt or interfere with any other customer’s or user’s access to the Digital Offer or the provision of the Services.
7. Upload, post, or transmit any virus or other harmful, disruptive, or destructive files into the Digital Offer or any associated infrastructure.
8. Use or attempt to use the data of any other user, or create/use a false identity when accessing or using the Digital Offer.
9. Transmit spam, chain letters, junk mail, or any other form of unsolicited mass email to individuals who have not agreed to such communications.
10. Advertise or offer to sell any goods or services through or into the Digital Offer or associated portals.
11. Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (including privacy or intellectual property rights) of Schneider Electric or any third party.
12. Publish, post, distribute, or disseminate any obscene, defamatory, indecent, or unlawful material using the Digital Offer.
13. Take any action using the Digital Offer that would cause Schneider Electric to violate any applicable law or regulation.

4.3 Changes, Updates, and Suspensions

Schneider Electric may modify, update, add, or remove functionalities or features of the Digital Offer, the Documentation, or the Services at any time during the Services Period. Changes may be needed to comply with legal obligations, prevent fraud or security threats, respond to circumstances beyond Schneider Electric’s control, or align with changes imposed by third‑party hosting providers or licensors.

Schneider Electric will make commercially reasonable efforts to inform You prior to any such change, removal, limitation, suspension, or discontinuance. If a feature or functionality is removed, unless required by governing law, Schneider Electric is not obligated to provide an equivalent replacement.

4.4 Enhancements and New Functionality

Schneider Electric may, at its discretion, design and implement additional functionality or enhancements to the Digital Offer or the Services. Schneider Electric will determine whether such functionality is included in the Digital Offer and is under no obligation to disclose or propose such enhancements unless otherwise agreed in writing.

5. Price and Payment for the Services

Unless the Order Confirmation or any separate agreement between Customer and Schneider Electric or a Schneider Electric Affiliate specifies that the Services are provided free of charge for all or part of the Services Period, the Services shall be provided against payment by Customer of the fee amounts set forth in the Order Confirmation and, as applicable, on the web pages presenting the Digital Offer and/or the website(s) or online portals through which the Services can be subscribed to online. Such pages may be updated from time to time by Schneider Electric or its relevant Affiliate.

In the event of any conflict between the fee amounts shown on such web pages, websites, or portals, and the fee amounts stated in the Order Confirmation, the fee amounts in the Order Confirmation shall prevail, but only with respect to the project under which Customer places the corresponding Order of Services.

Any revision of the applicable fee amounts shall apply to Services provided to Customer under any Order of Services placed after the effective date of such revised fees.

Terms of payment and applicable taxes related to the Services’ prices shall apply as defined in the Order Confirmation or, by default, in the Schneider Electric Affiliate’s terms of sale applicable to the Order Confirmation.

6. Customer Data

6.1 Rights to Customer Data.

6.1.1

Customer retains all rights, title, and interest in the Customer Data. Customer hereby grants to Schneider Electric a non-exclusive, perpetual, irrevocable, worldwide, free of charge and royalty-free license right and authorization (“License”) to use, host, store, upload, import, collect, create, translate, copy, modify, distribute modifications of, perform, create and display or distribute derivative works of, Customer Data for the purpose of and in conjunction only with the following limited purposes as further detailed here below which Customer considers compatible with its own data processing purposes:

1. providing the Services to Customer,
2. improving and modifying the Digital Offer and/or the Services, and creating any new Schneider Electric products, services and solutions,
3. generating business and/or sales between Customer and Schneider Electric or its Affiliates,
4. conducting business management operations, and
5. allowing compliance and/or enforcement of legal requirements,
6. anonymizing and aggregating energy consumption and emission generation data for the purpose of providing non-identifiable benchmarking information to Customer as well as other customers of Schneider Electric.

The License granted in this Section 6.1.1 includes the right for Schneider Electric to sublicense the same rights to its Affiliates and any third-party subcontractors providing all or part of the Services on behalf of Schneider Electric, in either case under Schneider Electric’s responsibility towards Customer in accordance with the provisions of these Terms of Use.

Any objection by Customer to the exercise by Schneider Electric or any Schneider Electric Affiliate of the License rights granted under this Section 6.1.1, may only be raised with respect to the purposes b) to c) in writing to Schneider Electric through any means made available to Customer.

For each use case listed above, Schneider Electric’s processing of the Customer Data shall respect all obligations under applicable Data Protection Legislation, including restrictions that apply when Schneider Electric is processing the data as a processor or sub-processor in accordance with Section 7.3 below.

For purposes of these Terms of Use, “providing” the Services as referred to under (a) above consists of:

• delivering the functional capabilities of the Digital Offer to Customer and its Authorized Users, including providing personalized user experience(s) of the Digital Offer;
• providing technical support and maintenance including preventing, detecting, investigating, mitigating and/or repairing issues in or with the Digital Offer; and
• providing any professional services (i) related to the Digital Offer such as but not limited to conducting operations and tasks related to the installation, configuration, set up and/or commissioning of the Digital Offer with or within Customer’s operating environment or any hosting environment agreed upon with Customer, or (ii) resulting from Customer’s use of the Digital Offer such as but not limited to the delivery to Customer of reports, analysis and any other type of deliverables created by Schneider Electric or its Affiliates in pursuance of Services Agreement(s).

For purposes of these Terms of Use, “improving, modifying and creating the Services” as referred to under (b) above, consists of:

• updating, upgrading, improving and/or modifying whole or part of the Digital Offer and/or the Services (“Improvement”), including tests executed for such purposes; and
• creating any new Schneider Electric product, service or solution, which may or not be complementary or substitutable to the Digital Offer and/or the Services.

Schneider Electric will de-identify any data used for those purposes.

When Schneider Electric will propose, promote or provide any Improvement and/or any new Schneider Electric products, services or solutions to any third-party other than Customer whose Customer Data are used by Schneider Electric in accordance with the aforementioned limited purposes, Schneider Electric shall ensure that the Improvement and/or its new product, service or solution shall not contain any information enabling the identification of such Customer and/or such Customer’s equipment, utilities, processes, infrastructures, buildings, facilities or other assets in relation to which such Customer is using the Digital Offer and has subscribed to the Services.

For purposes of these Terms of Use, “generating business and/or sales between Customer and Schneider Electric or its Affiliates” as referred to under (c) above consists of the following:

• identifying potential business opportunities at Schneider Electric with Customer; and
• as the case may be, submitting to Customer technical and/or commercial proposals to purchase a license or subscription to the Digital Offer, its updated, upgraded, improved or modified versions, or other Schneider Electric products, services or solutions and/or related professional services.

Such opportunities’ identification and, as applicable, such proposals may notably be based on (i) Schneider Electric’s analysis of Customer Data collected through Customer’s use of the Digital Offer, or (ii) professional services, such as but not limited to studies or audits, conducted or performed at Customer’s sites with Customer’s agreement or on Customer’s request.

For purposes of these Terms of Use, “conducting business management operations” as referred to under (d) above consists of the following, each being incident to delivery of the Services to Customer:

• billing and account management;
• internal business reporting and modeling (e.g., forecasting, revenue, capacity planning, product strategy);
• financial reporting; and
• corporate governance, including mergers, acquisitions and divestitures, or other corporate reorganization of Schneider Electric or any of its Affiliates.

For purposes of these Terms of Use, “allowing compliance and/or enforcement of legal requirements” as referred to under (e) above consists of the following, each being incident to delivery of the Services to Customer:

• compliance with any legal obligation applicable to Schneider Electric and/or any of its Affiliates or any order, injunction or decision by any court of competent jurisdiction or any governmental or regulatory agency ;
• compliance with company policies and procedures, such as but not limited to anti-money laundering programs, security and incident response programs, intellectual property protection programs, corporate ethics and compliance hotlines; corporate audits, analysis and reporting;
• preventing or combatting fraud, abuse or security threats that may affect the Digital Offer, the Services, Schneider Electric and/or any of its Affiliates and their business continuity; protecting Schneider Electric and any of its Affiliates against disasters, injury, theft or legal liability, and as applicable, enabling Schneider Electric and its Affiliates to protect individuals or property; and
• enforcing or defending Schneider Electric's rights (or those of any of its Affiliates) under these Terms of Use such as but not limited in the frame of any litigation or other proceedings.

6.1.2

In case Customer’s Partners Data are used, uploaded, collected, stored, created, modified or otherwise processed on the Cloud Platform or in the Application by Customer such as but not limited in connection with the relationship between Customer and a Customer Partner, Customer shall be solely and fully responsible to obtain from such Customer’s Partner or other relevant third-party in relation to the Customer’s Partners Data the necessary approvals, consents, authorizations and, as applicable, licenses to perform any of the aforesaid actions and to grant to Schneider Electric the License defined in Section 6.1.1 above. Subject to this License, Schneider Electric acknowledges that, unless otherwise agreed between Customer and Customer’s Partners under their own responsibility, Customer’s Partners retain all rights to Customer’s Partners Data.

Customer represents that Customer has and will keep in effect during its use of the Services, all the aforesaid approvals, consents, authorizations and licenses at no charge to Schneider Electric, its Affiliates and subcontractors.

Customer represents that Customer is not exceeding any specific entitlement or permitted use or violating applicable license agreements or applicable laws to grant the foregoing license rights. When applicable license agreements or applicable laws require specific arrangements, including obtaining an approval, an authorization or a license from any competent authority, Customer, Customer’s Partners or a consent from any individual person, Customer shall obtain such approval, authorization or license and seek consent from any such individual persons, in accordance with applicable law and without infringement of any Intellectual Property Rights, using such methods which will either be made available by Schneider Electric within the Services or that will be decided and deployed by the Customer.

Customer agrees to indemnify and hold Schneider Electric and its Affiliates harmless from any third -party claims and any costs and other amounts that Schneider Electric or its Affiliates may incur or otherwise be subject to because of Customer's breach of this Section 6.1.2.

6.2 Security and back-ups.

6.2.1 Security of the Digital Offer.

Customer acknowledges that Customer has reviewed the security features of the Digital Offer and, as applicable, the Services as such features are described by Schneider Electric with the Digital Offer and/or the Services or upon Customer’s request, and Customer has determined that they meet Customer's security needs including any specific requirement of security applicable in the field of activity of Customer or Customer’s Partners for which Customer is acting as service provider.

6.2.2 Data security.

Customer is solely responsible for determining the requirements regarding security of Customer Data and Customer’s Partners Data. If the security features, procedures and/or controls offered by Schneider Electric with respect to the Digital Offer and the Services do not meet the requirements determined by Customer regarding security of Customer Data and Customer’s Partners Data, Customer should not use the Digital Offer and the Services. Schneider Electric does not accept any liability for any corruption, loss or theft of data caused by security breaches resulting from internet connectivity and/or the environment or systems used by Customer or Customer’s Partners to access and use the Digital Offer and the Services, such as but not limited to security breaches resulting from hackers, unlawful entry or unauthorized access. Schneider Electric shall not be responsible, and Customer is solely responsible at its own costs for the performance, the safety and integrity of back-ups of Customer Data and Customer’s Partners Data. Except to the extent that Schneider Electric and Customer have agreed on back-up or disaster recoveries, Customer acknowledges that the Digital Offer and the Services do not include any dedicated data back-up or disaster recovery plans and facilities and that Customer should ensure it maintains safe and regular backups of all Customer Data and Customer’s Partners Data as necessary to ensure the continuation of Customer’s business(es) in accordance with the needs of Customer, its Authorized User and/or as applicable Customer’s Partners. Though Schneider Electric, its Affiliates and/or its/their third-party hosting service providers may routinely undertake regular backups of the Services (which may include Customer Data and Customer’s Partners Data) for its/their own business continuity purposes, Customer acknowledges that such steps do not in anyway make Schneider Electric, its Affiliates and/or said third-party hosting service providers responsible for ensuring that Customer Data and/or Customer’s Partners Data does not become inaccessible, damaged, or corrupted.

Except to the extent Schneider Electric has control or monitoring obligations under applicable laws with respect to Customer Data and/or Customer’s Partners Data hosted or otherwise processed as part of the Services, Customer acknowledges that Schneider Electric might not actively control or monitor the contents of any Customer Data or Customer’s Partners Data hosted or otherwise processed as part of the Services. Customer must ensure and is exclusively responsible for the accuracy, quality, integrity, and legality of Customer Data and Customer’s Partners Data.

6.2.3 Customer security program

Customer is solely responsible for the implementation and maintenance of a comprehensive security program that contains reasonable and appropriate security measures and safeguards to protect its computer network, systems, machines and data (“Customer’s Systems”) against any circumstance or event with the potential to adversely impact, compromise, damage, or disrupt Customer’s Systems or that may result in any unauthorized access, acquisition, loss, misuse, destruction, disclosure, and/or modification of Customer’s Systems, including through malware, hacking, or similar attacks (“Cyber Threats”), and Customer agrees to regularly monitor its systems with respect to Cyber Threats.

6.2.4 Reporting a vulnerability.

If Customer identifies or otherwise becomes aware of any vulnerabilities or other Cyber Threats relating to the Cloud Platform, the Services or the Application for which Schneider Electric has not released a patch or update, Customer shall promptly notify Schneider Electric of such vulnerability via the Schneider Electric ‘Report a Vulnerability’ page and further provide Schneider Electric with any reasonably requested information relating to such vulnerability or other Cyber Threat(s) (collectively, “Cybersecurity Feedback”). Schneider Electric shall have a non-exclusive, perpetual and irrevocable right to use, display, reproduce, modify and distribute the Cybersecurity Feedback (including any confidential information or intellectual property contained therein) in whole or part, including to analyze and fix the vulnerability, to create patches or updates, and to otherwise modify the Cloud Platform, the Services or the Application, in any manner without restrictions, and without any obligation of attribution or compensation to Customer; provided, however, Schneider Electric shall not publicly disclose Customer’s name in connection with such Cybersecurity Feedback or the use thereof (unless Customer consents otherwise). By submitting Cybersecurity Feedback, Customer represents and warrants to Schneider Electric that Customer has all necessary rights in and to such Cybersecurity Feedback and all information it contains, including to grant the rights to Schneider Electric described herein, and that such Cybersecurity Feedback does not infringe any proprietary or other rights of third parties or contain any unlawful information.

6.3 Access to Customer Data, Return of Customer Data or transfer of Customer Data to a third-party

6.3.1.

Customer may at any time during any Services Period request in writing that Schneider Electric (a) makes available to Customer (b) extracts and returns to Customer, or (c) transfers to a third-party all or part of the Customer Data (as well, as applicable per Customer’s request, Customer’s Partners Data) stored on the Cloud Platform and/or in the Application. These requests will be handled at Customer’s expense, except when applicable law provides otherwise. Following receipt of such request, Schneider Electric shall confirm the cost, if any, to be charged to the Customer. Subject to Customer’s agreement to the cost charged by Schneider Electric, Schneider Electric shall use technically and commercially reasonable efforts to (a) make available, or (b) extract and return, or (c) transfer such Customer Data and as applicable Customer’s Partners Data, in Schneider Electric’s standard format or any other format lawfully selected by Schneider Electric without unreasonable delay from receipt of such request. Where applicable and technically possible, and subject to an agreement between Customer and Schneider Electric, access or transfer can be done continuously or in real time.

For the purpose of this Section 6.3, except as required by law or except as otherwise agreed between Schneider Electric and Customer, Customer Data which are subject to access, return and transfer is limited to (i) data which is recorded intentionally by Customer in the Digital Offer and/or the Services, and (ii) data generated by the Digital Offer and/or the Services, to the exclusion of information, content and data which are derived or inferred. Derived or inferred information, content and data are those resulting from any software process implemented by Schneider Electric that substantially modifies the recorded or generated data. Customer shall not use the Customer Data obtained pursuant to a request made per this Section 6.3 to develop or cause or allow a third party to develop a product that competes with the Digital Offer or the Services from which the data originates.

Customer acknowledges and agrees that such access, extraction and return, or transfer by Schneider Electric may be subject to prior consent and/or limitations imposed to Schneider Electric by its third-party hosting service providers or third-party licensors.

When such access, extraction and return or transfer by Schneider Electric are subject to prior consent and/or limitations or specific regulatory requirements or standards imposed to Customer or Customer’s Partners, Customer shall represent that they have obtained all consents and approvals as well as provided to Schneider Electric all information required to proceed with such access, extraction and return or transfer in compliance with any such requirements or standards. Customer agrees to indemnify and hold Schneider Electric harmless 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 6.3.1.

This Section 6.3.1 applies without prejudice to the provisions of Section 7.3.9 related to Personal Data.

6.3.2

If the Digital Offer or the Services can connect with Schneider Electric's or a third party's Application Programming Interface (API), the use of these API may be subject to their own terms & conditions. Schneider Electric or its relevant Affiliate may request You to accept separate Schneider Electric’s API terms & conditions, and will request Your approval (i) before Schneider Electric grants access to Your Customer Data or Customer’s Partners Data through the use of Schneider Electric's or a third party's API, or (ii) before Schneider Electric generates, or allows the generation of, any technological measures such as but not limited to access tokens which, through the use of any API, allow access to Your Customer Data or Customer’s Partners Data.

6.4 Persistence of the Services when Customer requests for return or transfer of Customer Data.

Extraction and return or transfer by Schneider Electric of Customer Data and/or Customer’s Partners Data upon Customer’s request as defined in Section 6.3.1, shall not cause Customer’s User Account to be disabled: Customer's User Account shall remain active, and the Services shall be continued, until the Services Period expires or is earlier terminated. The provisions of Section 13 of these Terms of Use shall apply to the return of Customer Data and Customer’s Partners Data following the expiration or termination of the Services Period.

6.5 Disclosure of Customer Data.

Schneider Electric shall not disclose Customer Data and Customer’s Partners Data to any third party without Customer's prior express consent, except that Customer’s prior consent shall not be required (i) for disclosure by Schneider Electric to any of its Affiliates, suppliers or any third-party subcontractors acting on behalf of Schneider Electric and involved in the performance of the activities authorized under the License granted to Schneider Electric under Section 6.1 above, or (ii) when disclosure of Customer Data and/or Customer’s Partners Data is necessary for Schneider Electric to comply with any legal obligation applicable to Schneider Electric or any order, injunction or decision by any court of competent jurisdiction or any governmental or other regulatory agency or authority, or to prevent fraud, abuse or security threat of the Digital Offer or the Services, or to enforce or defend Schneider Electric's rights under these Terms of Use such as but not limited in the frame of any litigation or other proceedings, or (iii) to the extent such disclosure is necessary to facilitate corporate governance, including mergers acquisitions, divestitures or other corporate reorganization of Schneider Electric or any of its Affiliates that processes or has processed Customer Data and/or Customer’s Partners Data.

In case Customer is not entitled to allow Schneider Electric to disclose Customer Data or Customer’s Partner Data pursuant to the exceptions described in this Section 6.5, Customer shall be solely and fully responsible to obtain any necessary permissions or approvals from those legal or individual person(s) including as applicable Customer’s Partners, and from those authorities or other third parties, which have the right and authority to grant such permissions or approvals.

7. Personal Data and Privacy

7.1

Each of Schneider Electric and Customer will comply with its respective obligations under Data Protection Laws and must procure compliance with any such laws by its respective Affiliates, suppliers and users. Customer must ensure that all data processing activities it performs when using the Services and the Digital Offer comply with all applicable laws and regulations. Customer must obtain all required consents and make all required notifications for the performance of these Terms of Use, including with respect to the use of cookies and similar technologies by Customer or Customer’s Partners for their own purposes. Customer is responsible for any Personal Data that Customer or Customer’s Partners upload, download, collect, store, use, share, create, modify, delete or otherwise process with the Application and/or the Services.

7.2

If and to the extent that Schneider Electric processes Personal Data as Data Controller, Customer’s and Customer’s Partners Personal Data will be processed as described in privacy notices and policies made available by Schneider Electric and in Schneider Electric’s Data Privacy & Cookie Policy published on https://www.se.com/. You are advised to check these privacy notices and privacy policies. Schneider Electric will act as an independent controller and no joint controllership, or equivalence, over the data processing activity may be assumed between Schneider Electric, Customer and/or Customers’ Partners.

7.3

If and to the extent that Schneider Electric processes Personal Data as Data Processor, Customer acts as Data Controller with respect to any Personal Data comprised in Customer Data, except when Customer acts as Data Processor with respect to its Partners’ Personal Data, in which case Schneider Electric is a sub-processor.

7.3.1

When Schneider Electric acts as a Data Processor or a sub-processor, Schneider Electric will process Personal Data only on documented instructions from Customer, including where required by Data Protection Laws with respect to transfers of Personal Data to third countries. Customer agrees that the Services Description, the Documentation and these Terms of Use constitute documented instructions. Customer’s instructions must comply with applicable laws and regulations including Data Protection Laws. Customer is responsible for the accuracy, quality and legality of Personal Data and of the data processing activity and for determining if the technical and organizational measures meet the Customer’s requirements. Schneider Electric will inform Customer if Schneider Electric or its sub-processors can no longer meet their obligations under this Section 7.3. Where required by Data Protection Laws, Schneider Electric will inform Customer if it believes that its instructions infringe Data Protection Laws.

7.3.2

Schneider Electric will ensure that the personnel involved in processing Personal Data will be bound to maintain the confidentiality and security of Personal Data and to act on instructions from Customer.

7.3.3

To the extent Customer, in its use of the Services and the Application, does not have the ability to address a request from a data subject exercising their data protection rights, Schneider Electric, taking into consideration the nature of the processing activity, will provide reasonable assistance to Customer, at Customer cost, for the fulfillment of Customer’s obligations to address this request.

7.3.4

Schneider Electric will notify Customer without undue delay after becoming aware of a Personal Data breach and will assist Customer in addressing the breach as appropriate taking into consideration the circumstances of the breach, the nature of the processing activity and the information available to Schneider Electric.

7.3.5

Where required by Data Protection Laws, taking into consideration the nature of the data processing activity and the information available, Schneider Electric will assist Customer, at Customer cost, for the fulfillment of Customer’s obligations relating to security, data protection impact assessments and consultation of data protection authorities.

7.3.6

Unless agreed otherwise in writing between Schneider Electric and Customer, the details of the data processing are available at the following link: https://www.se.com/us/en/about-us/legal/data-privacy.jsp

7.3.7

Customer authorizes the use of the following sub-processors:

1. Sub-processors listed at the following link: https://www.resourceadvisor.com/ra-plus-sub-processors/
2. Schneider Electric Affiliates.

Customer agrees that Schneider Electric may involve other sub-processors provided that Customer is given a fifteen (15) calendar day prior written notice during which Customer may provide grounded objection to the use of a new sub-processor. In case such an objection is made by Customer, Schneider Electric and Customer will attempt to find an alternative solution. If it appears not possible for Schneider Electric to continue providing the Services and Application at the same conditions without processing Personal Data by the objected-to sub-processor(s), then Schneider Electric or the Customer will have the right to terminate the Services in accordance with Section 13.1(b).

When engaging a sub-processor to carry-out specific data processing activities, Schneider Electric will do so by way of a written contract that provides in substance for the same data protection obligations as those binding upon Schneider Electric under these Terms of Use. Schneider Electric will ensure that the sub-processor complies with such obligations. Schneider Electric remains responsible towards Customer for the performance of the sub-processor’s obligations.

7.3.8

Following a Customer’s request, at reasonable intervals or if there are indications of non-compliance and subject to confidentiality obligations, Schneider Electric will (i) provide Customer with information necessary to demonstrate compliance with Schneider Electric’s obligations under Data Protection Laws and (ii) allow for and contribute to audits on the compliance with such obligations, at Customer’s cost, subject to a thirty (30) calendar day prior written notice served to Schneider Electric. In deciding for a review of information or an audit, Customer will take into consideration certifications held by Schneider Electric. Audits may be conducted by Customer or an independent auditor bound by confidentiality, who is not a competitor of Schneider Electric and does not have a conflict of interest.

7.3.9

At the end of the provision of the Services, Schneider Electric will, at the choice of Customer, delete all Personal Data processed on its behalf or on behalf of Customers’ Partners or return to Customer such Personal Data and delete existing copies unless any applicable laws and regulations require to continue storing it, in which case Schneider Electric will maintain confidentiality and security of such Personal Data in accordance with this Section 7.

7.4 Technical and organizational measures.

Schneider Electric will implement technical and organizational measures to ensure a security level for the Personal Data which is appropriate and proportionate to the risk and which takes into consideration the state of technological developments and the cost of implementation. Such measures will address risks of accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to Personal Data. Unless agreed otherwise in writing between Schneider Electric and Customer, the details of the technical and organizational measures are available at the following link: https://www.resourceadvisor.com/technical-and-organizational-measures/

7.5 Data transfers.

Schneider Electric operates globally. Its Affiliates, teams and suppliers involved in the provision of the Services and Application and the performance of these Terms of Use can be located in different geographies. The Standard Contractual Clauses will apply to Personal Data that is transferred outside of the EEA, the UK and Switzerland to a country not deemed as providing an adequate level of protection by competent institutions and authorities. The Standard Contractual Clauses at https://eur-lex.europa.eu/eli/dec_impl/2021/914/oj are incorporated to these Terms of Use by reference.

7.6 CCPA/CPRA.

For purposes of this Section, “California Privacy Laws” means collectively, the California Consumer Privacy Act of 2018 (CCPA, codified at Civil Code section 1798.100 et seq.) as amended by the California Privacy Rights Act (CPRA), and all applicable regulations issued by the California Attorney General and/or the California Privacy Protection Agency implementing CCPA and CPRA. Words used in the section shall have the meanings given to them in the California Privacy Laws. To the extent the Customer Data or Customer’s Partner Data contain any “personal information” subject to the California Privacy Laws, Schneider Electric will process such personal information as a “service provider” or “contractor” in accordance with the following terms:

1. Schneider Electric shall not “sell” or “share” the personal information.
2. Schneider Electric shall only process the personal information for the following Purposes: (1) to provide the services contemplated by these Terms of Use, (2) for the specific business purposes set forth in Section 6.1 above, to the extent permitted by the California Privacy Laws, and (3) for the following defined “business purposes” permitted by the California Privacy Laws: auditing, ensuring security and integrity, debugging, short term transient use (including as needed to create deidentified data sets for research), performing services, internal research, and undertaking activities to verify or maintain the quality or safety of the Schneider Electric’s products and services, and (4) for the other purposes explicitly permitted by the California Privacy Laws, namely retaining other service providers and/or subcontractors, for internal use to build or improve the quality of its products and services, to prevent, detect and investigate data security incidents or protect against malicious, deceptive, fraudulent or illegal conducts, and for the purposes enumerated in Civil Code section 1798.145(a)(1)-(7).
3. Schneider Electric shall not retain, use or disclose the personal information collected from Customer pursuant to these Terms of Use (1) for any purposes or commercial purpose other than the Purposes, including in the servicing of a different business, unless expressly permitted by the California Privacy Laws; (2) outside the direct business relationship between it and Customer unless expressly permitted by the California Privacy Laws.
4. Schneider Electric shall comply with all sections of the California Privacy Laws applicable to it as a service provider or contractor.
5. Schneider Electric grants Customer the right to take reasonable and appropriate steps to ensure that it uses the personal information in a manner consistent with the Customer’s obligations under the California Privacy Laws.
6. Schneider Electric shall notify Customer after it makes a determination that it can no longer meet its obligations under the California Privacy Laws.
7. Schneider Electric grants Customer the right, upon notice, to take reasonable and appropriate steps to stop and remediate its unauthorized use of personal information.
8. Customer shall notify Schneider Electric of any consumer request made pursuant to the CCPA that it must comply with and provide the information necessary for Schneider Electric to comply with the request.
9. To the extent that Schneider Electric subcontracts with another person in providing services to Customer, Schneider Electric shall have a contract with the subcontractor that complies with the California Privacy Laws.

Customer and Schneider Electric further agree that, should the Regulations implementing the California Privacy Laws require additional mandatory terms for service provider contracts, this Section 7.6 shall automatically incorporate those terms by reference.

8. Intellectual Property Rights

8.1

All right, title and interest in and to the Application, the Cloud Platform, the Services, any and all hardware, software and other items used by Schneider Electric or any Schneider Electric Affiliate to provide the Services as well as any technology or know-how embodied or otherwise implemented in the Application, the Cloud Platform, the Services and/or such other items, and all Intellectual Property Rights pertaining thereto, are and shall remain the full and sole property of Schneider Electric and/or, if applicable, its relevant Affiliate, third-party licensors or hosting infrastructure providers. No title to or ownership of any Intellectual Property Rights related to the Application, the Cloud Platform or the Services is transferred or shall be deemed to be conveyed to You or any third-party pursuant to these Terms of Use or under any business transaction performed between You and Schneider Electric or any Schneider Electric Affiliate in pursuance of the Services Contract or the Order Confirmation. Where the Application or, as applicable, the Services is made available through a Cloud Platform that is hosted or otherwise operated by a third-party licensor of Schneider Electric or any Schneider Electric Affiliate, You may be required to agree and accept such third-party licensor’s or Schneider Electric Affiliate’s terms and conditions upon accessing said Cloud Platform.

All rights not explicitly granted to You under these Terms of Use regarding the Application, the Cloud Platform and the Services, are reserved by Schneider Electric.

8.2

All Intellectual Property Rights pertaining to any third-party software embedded or implemented in the Cloud Platform, the Application or the Services or otherwise provided to You with the Cloud Platform, the Application or the Services, 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.

8.3

All trademarks on the Application, the Cloud Platform, the Services and any and all hardware, software and other items used by Schneider Electric to provide the Services, are registered trademarks of Schneider Electric and/or its Affiliates or its licensors or are otherwise protected under any applicable Intellectual Property Rights, and may not be copied, reproduced or used, in whole or in part, without Schneider Electric's prior written permission. The same shall apply to all page headers, custom graphics, button icons and scripts displayed or otherwise available on the Application, the Cloud Platform, the Services and/or any and all hardware, software and other items used by Schneider Electric to provide the Services. No transfer or grant of rights under any such trademark, page headers, custom graphics, button icons and scripts or any related Intellectual Property Rights is made or implied by any provision of these Terms of Use, Your access to the Cloud Platform or Your use of the Services or the Application.

8.4

If any third-party software not provided by Schneider Electric or Schneider Electric Affiliates is necessary for Your use of the Digital Offer and/or the Services in Your environment, You shall be responsible for obtaining and complying with the license terms and conditions set forth by the third-party vendor(s) of such software. Schneider Electric shall in no event bear any liability in consequence of Your failure to comply with said license terms and conditions.

9. Warranties and disclaimers of warranty

9.1

SCHNEIDER ELECTRIC AGREES TO PROVIDE THE SERVICES TO THE CUSTOMER USING A COMMERCIALLY REASONABLE LEVEL OF SKILL AND CARE, AND IN ACCORDANCE WITH THE THEN-CURRENT APPLICABLE SERVICES DESCRIPTION AND THE ORDER CONFIRMATION.

9.2

IN THE CASE THE SERVICES SHALL BE PROVIDED BY SCHNEIDER ELECTRIC ON A FREE OF CHARGE BASIS FOR WHOLE OR PART OF THE SERVICES PERIOD, THE FOLLOWING SHALL APPLY FOR EACH RELEASE OF THE APPLICATION ISSUED BY SCHNEIDER ELECTRIC: FOR THE WHOLE PERIOD RUNNING UNTIL SCHNEIDER ELECTRIC RELEASES THE NEXT UPDATE OR UPGRADE OF THE APPLICATION (WARRANTY PERIOD), SCHNEIDER ELECTRIC WARRANTS THAT THE SERVICES WILL SUBSTANTIALLY PERFORM THE FUNCTIONALITIES DESCRIBED IN THE THEN-CURRENT APPLICABLE SERVICES DESCRIPTION. THE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY AND SCHNEIDER ELECTRIC'S ENTIRE LIABILITY FOR A BREACH OF THIS WARRANTY SHALL BE FOR SCHNEIDER ELECTRIC, AT NO FURTHER CHARGE TO CUSTOMER, TO USE TECHNICALLY AND COMMERCIALLY REASONABLE EFFORTS TO PROVIDE A PATCHED VERSION OF THE APPLICATION OR A WORKAROUND RELATING TO THE USE OF THE SERVICES SUCH AS, IN PARTICULAR, AT SCHNEIDER ELECTRIC’S SOLE DISCRETION, THE USE OF THE SERVICES IN DOWNGRADED MODE, PROVIDED THAT (i) THE CUSTOMER GIVES NOTICE IN WRITING OF THE WARRANTY BREACH TO SCHNEIDER ELECTRIC WITHIN THE ABOVE-MENTIONED WARRANTY PERIOD, AND (ii) THE WARRANTY BREACH DOES NOT FALL UNDER THE EXCLUSIONS DEFINED IN SECTION 9.4 BELOW.

9.3

IN THE CASE THE SERVICES SHALL BE PROVIDED BY SCHNEIDER ELECTRIC AGAINST PAYMENT BY CUSTOMER OF ANY FEE AMOUNT AND SUCH FEE INCLUDES THE MAINTENANCE OF THE DIGITAL OFFER, THE FOLLOWING SHALL APPLY FOR EACH RELEASE OF THE APPLICATION ISSUED BY SCHNEIDER ELECTRIC: AS PART OF THE DIGITAL OFFER’S MAINTENANCE PROVIDED DURING THE SERVICES PERIOD AGAINST PAYMENT BY THE CUSTOMER OF THE FEE APPLICABLE TO THE SERVICES, SCHNEIDER ELECTRIC WARRANTS THAT THE DIGITAL OFFER WILL SUBSTANTIALLY PERFORM IN ACCORDANCE WITH ITS DOCUMENTATION AND THE SERVICES WILL SUBSTANTIALLY PERFORM THE FUNCTIONALITIES DESCRIBED IN THE THEN-CURRENT APPLICABLE SERVICES DESCRIPTION AND, WHEN APPLICABLE, THE ORDER CONFIRMATION. THE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY AND SCHNEIDER ELECTRIC'S SOLE LIABILITY FOR A BREACH OF THIS WARRANTY SHALL BE THE IMPLEMENTATION BY SCHNEIDER ELECTRIC OF TECHNICALLY AND COMMERCIALLY REASONABLE EFFORTS TO PROVIDE A PATCHED VERSION OF THE APPLICATION OR A WORKAROUND RELATING TO THE USE OF THE SERVICES SUCH AS, IN PARTICULAR, AT SCHNEIDER ELECTRIC’S SOLE DISCRETION, THE USE OF THE DIGITAL OFFER AND THE SERVICES IN DOWNGRADED MODE, PROVIDED THAT (i) THE CUSTOMER GIVES NOTICE IN WRITING OF THE WARRANTY BREACH TO SCHNEIDER ELECTRIC WITHIN THE SERVICES PERIOD, AND (ii) THE WARRANTY BREACH DOES NOT FALL UNDER THE EXCLUSIONS DEFINED IN SECTION 9.4 BELOW.

9.4

SCHNEIDER ELECTRIC’s WARRANTY SHALL BE EXCLUDED TO THE EXTENT THE DIGITAL OFFER AND/OR THE SERVICES FAIL TO PERFORM IN ACCORDANCE WITH THE DOCUMENTATION, THE SERVICES DESCRIPTION AND/OR, WHEN APPLICABLE, THE ORDER CONFIRMATION, AS THE RESULT OF: (a) THE CUSTOMER’S MISUSE OF THE DIGITAL OFFER; OR (b) THE UNAUTHORIZED CONFIGURATION, PARAMETERING, COMMISSIONING OR USE OF THE DIGITAL OFFER INCLUDING BUT NOT LIMITED TO THE USE OF THE DIGITAL OFFER WITH ANY HARDWARE, SOFTWARE, FIRMWARE, OPERATING SYSTEM OR SOLUTION NOT SPECIFIED OR NOT APPROVED BY SCHNEIDER ELECTRIC TO BE USED WITH THE DIGITAL OFFER; OR (c) THE UNAUTHORIZED MAINTENANCE OF THE DIGITAL OFFER; OR (d) THE CUSTOMER FAILED TO IMPLEMENT OR USE ANY UPDATE OR UPGRADE TO THE DIGITAL OFFER THAT SCHNEIDER ELECTRIC MADE AVAILABLE TO THE CUSTOMER IN ANY MANNER WHATSOEVER.

9.5

NOTWITHSTANDING THE FOREGOING, SCHNEIDER ELECTRIC DOES NOT WARRANT OR PROMISE THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ALL FAILURES OR DEFECTS OF THE SERVICES WILL BE CORRECTED.

THE CUSTOMER UNDERSTANDS THAT THE SERVICES MAY BE INTERRUPTED OR COMPLETELY UNAVAILABLE FOR PERIODS OF TIME DUE TO CERTAIN CAUSES WHICH MAY INCLUDE, WITHOUT LIMITATION, SCHEDULED OR UNSCHEDULED MAINTENANCE WORK OF THE APPLICATION AND/OR THE CLOUD PLATFORM. ONLY SCHEDULED MAINTENANCE WORKS WILL GIVE RISE TO PRIOR NOTIFICATION BY SCHNEIDER ELECTRIC.

ALTHOUGH SCHNEIDER ELECTRIC SHALL MAKE EVERY REASONABLE ENDEAVOR TO KEEP THE APPLICATION, THE CLOUD PLATFORM AND THE SERVICES FREE FROM VIRUSES OR OTHER CONTAMINATION FEATURES, DUE TO THE INHERENT RISKS OF TELECOMMUNICATION NETWORKS AND THE INTERNET, SCHNEIDER ELECTRIC CANNOT WARRANT THAT THE APPLICATION, THE CLOUD PLATFORM AND THE SERVICES SHALL BE FREE OF VULNERABILITIES OR CYBER THREATS OR PROTECTED AGAINST ALL VIRUSES OR OTHER CONTAMINATION FACTORS THAT MAY THREATEN THE SECURITY OR INTEGRITY OF THE DIGITAL OFFER, THE SERVICES, CUSTOMER DATA OR CUSTOMER’S PARTNERS DATA.

CUSTOMER ACKNOWLEDGES THAT ACCESS TO THE APPLICATION, THE CLOUD PLATFORM AND/OR USE OF THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS AND POTENTIAL FAILURE DUE TO THE INHERENT RISKS OF TELECOMMUNICATION NETWORKS AND THE INTERNET. SCHNEIDER ELECTRIC SHALL NOT BE RESPONSIBLE FOR ANY DELAY OR FAILURE IN THE SERVICES OR ANY LOSS OR DAMAGE RESULTING FROM THE AFORESAID LIMITATIONS, DELAYS AND POTENTIAL FAILURES.

9.6

WITHOUT PREJUDICE TO ANY STATUTORY WARRANTIES THAT CANNOT BE EXCLUDED AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL OTHER WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW OR OTHERWISE, INCLUDING WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS AND FITNESS OR ACCURACY FOR CUSTOMER'S PARTICULAR PURPOSE, REQUIREMENTS, SPECIFICATIONS OR EXPECTATIONS, ARE EXCLUDED REGARDING THE DIGITAL OFFER AND THE SERVICES.

10. Limitations of liability

10.1

IN NO EVENT SHALL SCHNEIDER ELECTRIC NOR ITS AFFILIATES, LICENSORS OR CONTRACTORS INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE CLOUD PLATFORM, THE APPLICATION, THE SERVICES OR ANY COMPONENT THEREOF, BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF PROFITS OR CONTRACTS, LOSS OF ANTICIPATED SAVINGS, BUSINESS INTERRUPTION, LOSS OF AVAILABILITY OF OR CORRUPTION OR DAMAGE TO ANY DATA (INCLUDING CUSTOMER DATA OR CUSTOMER’S PARTNER DATA), LOSS OF REPUTATION OR WASTE OF MANAGEMENT OR OFFICE TIME, ARISING OUT OF OR IN CONNECTION WITH THE CUSTOMER'S ACCESS TO OR INABILITY TO ACCESS THE CLOUD PLATFORM OR THE CUSTOMER'S USE OR INABILITY TO USE THE SERVICES OR ANY MATERIAL, DOCUMENT OR INFORMATION MADE AVAILABLE OR OTHERWISE PROVIDED TO YOU FROM THE CUSTOMER'S USE OF THE CLOUD PLATFORM, THE APPLICATION, THE SERVICES OR ANY COMPONENT THEREOF, WHETHER BASED ON CONTRACT, TORT, WARRANTY OR OTHER LEGAL GROUND AND EVEN IF SCHNEIDER ELECTRIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2

EXCEPT IN CASE OF (I) SCHNEIDER ELECTRIC'S FRAUD OR FRAUDULENT MISREPRESENTATION, (II) SCHNEIDER ELECTRIC'S WILFUL MISCONDUCT OR GROSS NEGLIGENCE (TO THE EXTENT LIABILITY FOR GROSS NEGLIGENCE CAN BE EXCLUDED UNDER APPLICABLE LAW), OR (III) DEATH OR INJURY TO INDIVIDUAL PERSON(S), WHERE IN EITHER CASE NO LIMITATION OF LIABILITY SHALL APPLY, SCHNEIDER ELECTRIC'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE, THE CLOUD PLATFORM, THE APPLICATION, THE SERVICES OR ANY COMPONENT THEREOF, SHALL BE LIMITED TO AND SHALL IN NO EVENT EXCEED (I) THE WITHOUT TAX AMOUNT PAID BY CUSTOMER TO SCHNEIDER ELECTRIC OR SCHNEIDER ELECTRIC AFFILIATE FOR THE SERVICES WITH RESPECT TO WHICH LIABILITY IS CLAIMED OVER THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE LIABILITY CLAIM, OR (II) TWENTY-FIVE (25) EUROS IN THE CASE WHERE THE SERVICES ARE PROVIDED FREE OF CHARGE TO CUSTOMER BY SCHNEIDER ELECTRIC OR SCHNEIDER ELECTRIC AFFILIATE.

10.3

SCHNEIDER ELECTRIC SHALL NOT BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY FOR ANY DAMAGE, LOSS, PENALTY, SURCHARGES, INTEREST OR MONETARY LIABILITIES ARISING OUT OF OR IN CONNECTION WITH THE CUSTOMER’S ACCESS TO OR INABILITY TO ACCESS THE APPLICATION OR THE CLOUD PLATFORM OR THE CUSTOMER'S USE OR INABILITY TO USE THE SERVICES OR ANY MATERIAL, DOCUMENT OR INFORMATION MADE AVAILABLE OR OTHERWISE PROVIDED TO THE CUSTOMER FROM ITS USE OF THE SERVICES, THAT IS DUE TO (I) THE SUPPLY BY THE CUSTOMER OR ANY THIRD PARTY NOT BEING UNDER CONTROL OF SCHNEIDER ELECTRIC OF INCORRECT OR INCOMPLETE INFORMATION, (II) THE FAILURE BY THE CUSTOMER OR ANY THIRD PARTY NOT BEING UNDER CONTROL OF SCHNEIDER ELECTRIC TO SUPPLY ANY REQUISITE INFORMATION REQUESTED BY SCHNEIDER ELECTRIC, (III) ANY ACT, OMISSION, NON-PERFORMANCE OR DELAY ATTRIBUTABLE TO OR CAUSED BY THE CUSTOMER, ITS SUBCONTRACTORS, EMPLOYEES OR ANY OTHER THIRD PARTY BEING UNDER THE CUSTOMER'S CONTROL, OR (V) ANY MATTER OUTSIDE CONTROL OF SCHNEIDER ELECTRIC.

10.4

SCHNEIDER ELECTRIC'S LIABILITY ARISING OUT OF THESE TERMS OF USE IS REDUCED PROPORTIONALLY TO THE EXTENT TO WHICH THE ACT OR OMISSION OF YOU OR ANY OTHER THIRD PARTY CONTRIBUTED TO THE LOSS OR DAMAGE INCURRED.

10.5

SCHNEIDER ELECTRIC SHALL NOT BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY FOR THE USE OF ANY CUSTOMER DATA OR CUSTOMER’S PARTNERS DATA BY THE CUSTOMER OR ANY THIRD PARTY NOT BEING UNDER CONTROL OF SCHNEIDER ELECTRIC, SUCH AS BUT NOT LIMITED TO CUSTOMER DATA AND CUSTOMER’S PARTNERS DATA THAT ARE CREATED OR OTHERWISE PROCESSED AS PART OF THE SERVICES OR IN CONNECTION WITH THE CUSTOMER'S USE OF THE SERVICES. SCHNEIDER ELECTRIC SHALL ALSO NOT BE LIABLE FOR THE CONSEQUENCES OF ANY DECISION, ACT OR OMISSION, SUCH AS BUT NOT LIMITED TO THE ASSEMBLY, INSTALLATION OR MAINTENANCE OF ANY EQUIPMENT, UTILITY, PROCESS, INFRASTRUCTURE, BUILDING, FACILITY OR OTHER ASSET, THAT THE CUSTOMER OR ANY THIRD-PARTY MAY MAKE ON BASIS OF ANY CUSTOMER DATA OR CUSTOMER’S PARTNERS DATA.

10.6

IN CASE THE RIGHT TO ACCESS AND USE THE SERVICES WAS FURNISHED TO YOU BY ANY AUTHORIZED SCHNEIDER ELECTRIC DISTRIBUTOR OR RESELLER OR ANY SCHNEIDER ELECTRIC CERTIFIED PARTNER, WITH OR WITHOUT A THIRD-PARTY PRODUCT, SCHNEIDER ELECTRIC SHALL IN NO EVENT BE A PARTY TO ANY PURCHASE ORDER OR OTHER AGREEMENT BETWEEN YOU AND SUCH DISTRIBUTOR, RESELLER OR PARTNER AND SHALL NOT ASSUME OR OTHERWISE BEAR ANY LIABILITY THEREUNDER.

10.7

SCHNEIDER ELECTRIC SHALL NOT BEAR ANY LIABILITY AND MAKES NO REPRESENTATION, NOR PROVIDES ANY WARRANTY, THAT THE DIGITAL OFFER AND THE SERVICES WILL BE ACCESSIBLE, AVAILABLE OR APPROPRIATE FOR ANY OR ALL OF CURRENT OR POTENTIAL CUSTOMERS (INCLUDING YOU) IN ALL GEOGRAPHIC LOCATIONS IN THE WORLD.

10.8

THE EXCLUSIONS, LIMITATIONS AND DISCLAIMERS OF WARRANTY OR LIABILITY STATED IN THESE TERMS OF USE SHALL APPLY ONLY TO THE EXTENT PERMITTED BY THE LAW APPLICABLE TO THESE TERMS OF USE AND DO NOT AFFECT OR PREJUDICE STATUTORY RIGHTS WHICH, AS THE CASE MAY BE, BENEFIT YOU UNDER MANDATORY OR PUBLIC ORDER LAWS OR REGULATIONS APPLICABLE IN ANY COUNTRY FROM WHERE YOU WILL ACCESS AND/OR WHERE YOU WILL USE THE SERVICES.

11. Indemnification

11.1

You shall defend, indemnify, and hold harmless Schneider Electric, its Affiliates and each of their respective officers, directors, employees, licensors, contractors, successors and assigns (“Schneider Electric Indemnitees”) 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) brought or claimed against Schneider Electric Indemnitees by any third-party, arising from or related to: (i) any Customer Data or Customer’s Partners Data; (ii) any breach by You of any of Your obligations under these Terms of Use such as but not limited to any unauthorized access to the Digital Offer and/or any unauthorized use of the Services; (iii) any misuse by You of the Digital Offer and/or the Services such as but not limited to Your use of the Digital Offer and/or the Services in a manner contrary to the Documentation, the Services Description or any other instruction given to You by Schneider Electric, (iv) any failure by You to comply with any applicable law and/or regulation including without limitation any failure of You to obtain all legally required consents to upload and/or otherwise use Customer Data or Customer’s Partners Data in connection with Your use of the Digital Offer and/or the Services, (v) any use of the Digital Offer and/or the Services in combination with any equipment, software or solution not supplied, not specified or otherwise not approved by Schneider Electric; (vi) any modification or alteration of the Digital Offer and/or the Services by anyone other than Schneider Electric or its subcontractors without the written approval of Schneider Electric; and/or (vii) any claim that any information (including but not limited to Customer Data or Customer’s Partners Data), designs, specifications, instructions, software, service, data, hardware or material furnished or otherwise made available by Customer to Schneider Electric, its Affiliates or subcontractors in connection with or for the purpose of the provision of the Services or otherwise used or uploaded by Customer in connection with the Digital Offer and/or the Services, infringe(s) or misappropriate(s) the Intellectual Property Rights or other right or interest of any third party. The foregoing shall apply regardless of whether such damage is caused by the conduct of Customer and/or its Authorized Users or by the conduct of any third-party using Customer’s User Account.

11.2

Subject to the limitations set forth in Section 10, Schneider Electric will defend and indemnify You against a third party claim that the Digital Offer and/or the Services infringe any Intellectual Property Right enforceable in the jurisdiction where Schneider Electric has its registered office or principal place of business, or misappropriate any trade secret protected under the laws of such jurisdiction (the "Included Jurisdiction") hereinafter the "IP Claim", provided that (i) You notify Schneider Electric of the IP Claim in writing immediately upon Your awareness of such IP Claim; (ii) You give Schneider Electric sole authority and control of the defense of such IP Claim and all related settlement negotiations; and (iii) You provide the assistance, information and authority necessary in order for Schneider Electric to handle the defense and settlement of such IP Claim and perform its obligations under this Section 11.2.

If the Digital Offer and/or the Services is held or believed by Schneider Electric to constitute an infringement or misappropriation as per this Section 11.2, then Schneider Electric will have the option, at its expense, to: (i) obtain for You the right to continue using the Digital Offer and/or as applicable, the Services; (ii) replace or modify the Digital Offer and/or, as applicable, the Services to make it/them non-infringing; or (iii) if in Schneider Electric's sole discretion, it is not economically or commercially reasonable to perform either (i) or (ii) above, then Schneider Electric may terminate Your right to access the Digital Offer and to use the Services and refund to You any amount for the Services You would have pre-paid to Schneider Electric or Schneider Electric Affiliate on a pro-rated basis for the corresponding unused portion of the Services Period. This Section 11.2 states Your sole and exclusive remedy against Schneider Electric and Schneider Electric's sole liability for any IP Claim under this Section 11.2.

11.3

To the extent permitted by law, Schneider Electric will have no liability to the Customer under Section 11.2 of these Terms of Use for any IP Claim that arises out of: (i) any Customer Data or Customer’s Partners Data; (ii) any breach by You of any of Your obligations under these Terms of Use such as but not limited to any unauthorized access to the Digital Offer and/or any unauthorized use of the Services; (iii) any misuse by You of the Digital Offer and/or the Services such as but not limited to Your use of the Digital Offer and/or the Services in a manner contrary to the Documentation, the Services Description or any other instruction given to You by Schneider Electric; (iv) any failure by You to comply with any applicable law and/or regulation including without limitation any failure of You to obtain all legally required consents to upload and/or otherwise use the Customer Data or Customer’s Partners Data in connection with Your use of the Digital Offer and/or the Services; (v) any use of the Digital Offer and/or the Services in combination with any equipment, software or solution not supplied, specified or otherwise approved by Schneider Electric; (vi) any modification or alteration of the Digital Offer and/or the Services by anyone other than Schneider Electric or its subcontractors without the written approval of Schneider Electric; (vii) the access to the Digital Offer and/or the use of the Services by the Customer after notice by Schneider Electric or any appropriate authority to the Customer of the alleged or actual infringement or misappropriation of any third party's Intellectual Property Right by the Digital Offer and/or the Services, or (viii) Customer’s failure to use corrections or enhancements to the Digital Offer and/or the Services made available by Schneider Electric.

12. Third-party websites and contents

12.1

In case the Digital Offer and/or the Services indicate the web address of or redirect Customer to third parties' websites or third parties' content, products, services or information, or enable Customer to transmit Customer Data or Customer’s Partners Data to third parties' websites, Customer shall bear all risks associated with its access to and use of such third parties' websites and third parties' contents, products, services and information. Schneider Electric does not control and is not responsible for such third parties' websites or any such third parties' content, products, services and information accessible from or provided through such websites. Any access to third parties' websites or any use of third parties' contents, products, services or information through Your access to the Digital Offer and/or Your use of the Services shall be subject to said third parties' own terms of use or other legal document which shall govern the relationship between You and said third parties with respect to such websites, contents products, services and information.

12.2

The Digital Offer includes an automated chatbot functionality referred to herein as “RA AI Assistant” and powered by third party generative artificial intelligence model. Your access to the Digital Offer includes the ability to interact with RA AI Assistant. RA AI Assistant produces responses, such as reports, data analyses or charts (“Responses”) to the inquiries You submit to RA AI Assistant (“Prompts”) using Schneider Electric’ proprietary or licensed data and./or Customer Data. Prompts and Responses will not be used by the third-party artificial intelligence model provider for any purpose other than the provision of the Digital Offer to You. The following terms and conditions define and govern the conditions and rights to access and use RA AI Assistant. You acknowledge and agree that:

1. RA AI Assistant is subject to these Terms of Use, including any restrictions or prohibitions applicable to Digital Offers provided therein. In addition to the restrictions set out in Sections 4.1 and 4.2 herein, You may not submit information or questions to RA Copilot which contain content that violates applicable law or is otherwise prohibited by these Terms of Use, and You agree not to use RA AI Assistant:
   1. in any manner that violates applicable laws or regulations;
   2. for any unlawful, fraudulent, or malicious purpose;
   3. in any manner that could damage, overburden, or impair Schneider Electric's systems, infrastructure, or services;
   4. to submit any Prompts and/or Customer Data that would breach or violate: (i) applicable laws and regulations; (ii) the intellectual property rights, privacy rights, or any other rights of Schneider Electric and/or of any third party; or (ii) any other restrictions or prohibitions set out in these Terms of Use; or
   5. in any manner that could harm the reputation, business interests, or legitimate interests of Schneider Electric or any third party.
2. Under the conditions set out at Article 6.1.1.b), Prompts and Responses may be retained by Schneider Electric and used to improve and modify the Digital Offer and/or the Services, including improvement of RA AI Assistant, and creating any new Schneider Electric products, services and solutions.
3. All Responses generated by RA Copilot are provided on an “AS-IS” basis, and Schneider Electric makes no warranties or representations whatsoever as to the sufficiency, completeness, accuracy, reliability or suitability of the Responses for any particular purpose, or as to the results to be obtained therefrom and assumes no responsibility arising from any use or misuse of the Responses. You are solely responsible for independently verifying any information obtained from the RA AI Assistant before making any decisions or taking actions based on that information. Professional judgement and human oversight must be exercised at all times. Reliance on the Responses generated by RA AI Assistant is entirely at Your own discretion and risk.

13. Term, suspension and termination

13.1

The legal agreement formed with Schneider Electric by Customer's acceptance of these Terms of Use is valid for the duration of the applicable Services Period specified in the Order Confirmation, including any renewals thereof, and shall expire upon expiration date of the Services Period in result, as the case may apply, of Customer’s written notice to Schneider Electric or its Affiliate having issued the Order Confirmation of Customer’s decision not to renew the Services Period. Said legal agreement shall also terminate: (a) upon electronic termination by Customer of its subscription to the Services if and when such possibility shall be made available to Customer by Schneider Electric or its relevant Affiliate on the Cloud Platform and/or the web site(s) and/or online portals through which Customer is given access to the Digital Offer and/or the Services, or (b) upon request for termination by Customer or Schneider Electric when Customer or Customer’s Partner acts as Data Controller and Schneider Electric acts as a Data Processor or a sub-processor on their behalf in accordance with Section 7.3 of these Terms of Use, and (i) Data Controller objects to the addition or change of one or more sub-processor(s) that Schneider Electric requires to process Personal Data on Data Controller's behalf, and (ii) Schneider Electric cannot continue to provide the Services without processing of Personal Data by the objected-to sub-processor(s). Termination in accordance with this Section 13.1 shall not trigger liability for either Customer or Schneider Electric and shall not give rise to any refund obligation to Customer of any kind.

13.2

Without prejudice to any other rights and remedies it may have under these Terms of Use, at law or otherwise, Schneider Electric reserves the right to suspend the Services (in whole or in part) at any time with immediate effect by written notice to the Customer if:

1. in Schneider Electric's reasonable judgment, the Digital Offer and/or the Services or any component thereof are about to suffer a threat to security or functionality; or
2. Schneider Electric has requested but has not received from the Customer any information required to enable Schneider Electric to perform the Services; or
3. if any sum payable by Customer to Schneider Electric or Schneider Electric Affiliate under the Order Confirmation is in arrears for more than thirty (30) calendar days after the due date; or
4. the Customer violates the provisions of these Terms of Use and/or any documents expressly incorporated or referred to herein; or
5. the Customer has otherwise breached or failed to comply with any of its obligations under the Order Confirmation and has not cured such breach or failure within a period of thirty (30) calendar days from the date of receipt of a written notice from Schneider Electric or Schneider Electric Affiliate specifying the breach or failure and requiring its remedy.

In any such event of suspension of the Services, the Customer shall remain liable to pay the sums payable to Schneider Electric or Schneider Electric Affiliate(s) under the suspended Services and any resumption of the suspended Services shall be conditional upon the cause giving rise to the suspension of the Services being remedied and the Customer complying with such requirements as Schneider Electric may reasonably specify in its suspension notice to Customer.

Further, if the Customer shall fail to cure the cause giving rise to the suspension or to effect the remedial action required by Schneider Electric within such period of time as Schneider Electric shall specify in its suspension notice, Schneider Electric may, in addition to any other rights and remedies that Schneider Electric or Schneider Electric Affiliate(s) may have, terminate the Services permanently without Schneider Electric’s liability or refund obligation to Customer of any kind; termination of the Services by Schneider Electric shall be achieved by disabling Customer's User Account or by any other technical means that Schneider Electric shall reasonably determine to disable Customer's access to the Services.

13.3

W ithin thirty (30) calendar days from effective date of expiration or termination of Services in accordance with Sections 13.1 and 13.2 above, it shall be Customer's responsibility to make, as it may elect to do so, a request to Schneider Electric for the extraction and return or transfer to a third-party designated by Customer of whole or part of the Customer Data and Customer’s Partners Data in accordance with and subject to the conditions defined in these Terms of Use, notably the provisions of Section 6.3 which shall identically apply for the purposes of this Section 13.3. Customer acknowledges and agrees that such extraction and return or transfer by Schneider Electric may be subject to prior consent and/or limitations imposed to Schneider Electric by its third-party hosting service providers or third-party licensors.

When such extraction and return or transfer by Schneider Electric are subject to prior consent and/or limitations or specific regulatory requirements or standards imposed to Customer or Customer’s Partner, Customer shall represent that they have obtained all consents and approvals as well as provided to Schneider Electric all information required to proceed with such extraction and return or transfer in compliance with any such requirements or standards. Customer agrees to indemnify and hold Schneider Electric harmless 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 13.3.

Schneider Electric shall not bear any obligation to ensure that the extracted and returned or transferred Customer Data and Customer’s Partners Data are available to Customer under any specific format. Customer agrees that, after thirty (30) calendar days from the effective date of expiration or termination of Services, Schneider Electric shall be fully and automatically entitled to delete from the Cloud Platform and the Application any Customer Data and Customer’s Partners Data for which Schneider Electric does not receive Customer’s express request for extraction and return or transfer in accordance with the foregoing provisions, and Schneider Electric shall not bear any additional obligation to continue to hold, store, archive, extract and return or transfer any such remaining Customer Data and Customer’s Partners Data. Schneider Electric shall have no liability whatsoever for the deletion of any such remaining Customer Data and Customer’s Partners Data pursuant to these Terms of Use.

13.4

Expiration of the Services Period or termination of the Services shall automatically and immediately cause (i) termination of Customer's right to access and use the Services, and (ii) termination of the legal agreement which was formed with Schneider Electric by Customer's acceptance of these Terms of Use. Without prejudice to the foregoing, expiration or termination of the Services shall not affect any rights or remedies which may have accrued to Customer or Schneider Electric under these Terms of Use, at law or, if applicable, in equity, with respect to the Services provided before said expiration or termination.

13.5

Sub-section 2.5 of Section 2 "User Account", Section 8 “Intellectual Property Rights”, Section 9 “Warranties and Disclaimers of warranty”, Section 10 “Limitations of liability”, Section 11 “Indemnification”, Section 12 "Third-party websites and contents", Section 14 “Export Control” and Section 16 "Applicable law and attribution of jurisdiction" of these Terms of Use, shall survive expiration of the Services Period or termination of the Services, in addition to any other provisions of these Terms of Use which by their nature are intended to survive.

14. Export Control

14.1

Schneider Electric is subject to the laws of, and the items provided by Schneider Electric in accordance with these Terms of Use contain or may contain components and/or technologies from, the United States of America (“US”), the European Union (“EU”) or other nations. Customer acknowledges and agrees that the supply, assignment and/or usage of the products, software, services, information, other items and/or the embedded technologies (hereinafter referred to as “Deliverables”), and all activities carried out under these Terms of Use shall fully comply with applicable trade, export control, embargo, economic or financial sanctions or anti-boycott laws, regulations, rules and/or restrictive measures imposed, administered or enforced from time to time by the United States, the United Kingdom, the European Union, and other applicable jurisdictions (hereinafter referred to as “International Trade and Sanctions Controls”).

14.2

Unless applicable International Trade and Sanctions Controls authorizations have been obtained from the relevant authority and Schneider Electric has approved, Customer shall not take any action that may result, directly or indirectly, in the Deliverables (i) being exported and/or re-exported to any destination and party (may include but not limited to an individual, group and/or legal entity), if export, sale, supply or transfer of the Deliverables to such destination or party is prohibited or restricted by the International Trade and Sanctions Controls applicable to Schneider Electric and/or Deliverables; or (ii) being used for those purposes and fields prohibited or restricted by the International Trade and Sanctions Controls applicable to Schneider Electric and/or Deliverables. Customer also agrees that the Deliverables will not be used either directly or indirectly in any missiles; nor be used in any nuclear weapons delivery systems; and will not be used in any design, development, production or use for any weapons which may include but not limited to chemical, biological, or nuclear weapons, or for any other prohibited end-use or end user unless authorized under International Trade and Sanctions Controls.

14.3

Customer represents and warrants that it shall maintain reasonable compliance policies, procedures and controls designed to ensure compliance with International Trade and Sanctions Controls and shall not otherwise undertake any action that violates or would cause Schneider Electric to violate International Trade and Sanctions Controls.

14.4

Customer agrees to fully cooperate and provide all documentation that Schneider Electric identifies as necessary or advisable to support compliance with International Trade Controls, including but not limited to any applicable end use statement.

14.5

Customer undertakes to use best endeavors to recover the Deliverables that are exported and/or re-exported in violation of paragraph 14.2 (i) of this clause from any destination or party prohibited or restricted by the International Trade and Sanctions Controls applicable to the Schneider Electric and/or Deliverables.

14.6

Schneider Electric shall have a right to suspend performance of all obligations under these Terms of Use, if: (i) any necessary or advisable licenses, authorizations or approvals are not obtained, whether arising from inaction by any relevant government authority or otherwise, or (ii) any such licenses, authorizations or approvals are denied or revoked, or (iii) the International Trade and Sanctions Controls would prohibit Schneider Electric from fulfilling these Terms of Use, or would in Schneider Electric’s judgment otherwise expose Schneider Electric to a risk of liability under the applicable International Trade and Sanctions Controls if it fulfilled these Terms of Use, or (iv) Schneider Electric becomes aware that the Deliverables were exported or re-exported in violation of paragraph 14.2 (i) of this clause.

14.7

Schneider Electric may resume the performance of obligations under these Terms of Use, once (i) Customer obtains the necessary or advisable licenses, authorizations or approvals; or (ii) the applicable International Trade and Sanctions Controls are amended or revised, or any new International Trade and Sanctions Controls are adopted that authorize Schneider Electric to fulfil these Terms of Use or to take other required action without any licenses, authorizations or approvals; or (iii) Customer confirms in writing that Customer has used best endeavors to recover the Deliverables exported and/or re-exported in violation of paragraph 14.2 (i) of this clause. If Customer fails to comply with paragraph 14.7 (iii) of this clause for six (6) months, Schneider Electric may terminate the legal agreement formed with Schneider Electric by Customer's acceptance of these Terms of Use and will not be liable for any losses of the Customer associated with such termination.

14.8

Customer shall be responsible for and shall indemnify Schneider Electric against all liability, losses, administrative fines, damages, and expenses (including reasonable attorney’s or other professional services provider’s fees) resulting from (i) Customer’s non-compliance with or violations of International Trade and Sanctions Controls, or (ii) Customer causing Schneider Electric to be in non-compliance with or to violate such International Trade and Sanctions Controls, or (iii) Customer violating this clause (regardless of whether such violation results in a breach of the International Trade and Sanctions Controls by the Customer or Schneider Electric).

14.9

Customer shall annually provide (i) an updated end use statement and (ii) an additional certification, certifying that the representations, warranties, and covenants in this clause remain accurate.

15. Miscellaneous

15.1

Your rights or obligations under these Terms of Use 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, contribute or otherwise transfer its rights or obligations under these Terms of Use to any of its Affiliates or any third-party that succeeds in or acquires whole or part of the business or operations of Schneider Electric that relate to the Digital Offer and/or the Services at the time of the proposed assignment, contribution or transfer, whether by contract, operation of law, acquisition, merger, consolidation, sale of its outstanding shares or assets, or any other change of control or transaction, without Customer’s prior consent. These Terms of Use will bind and inure to the benefit of Schneider Electric and Customer and their permitted successors and assigns.

15.2

Schneider Electric is an independent contractor. Each of Schneider Electric and the Customer agrees that no partnership, joint venture, or agency relationship exists or is created by these Terms of Use between Schneider Electric and the Customer. Neither Schneider Electric nor the Customer is granted any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of or in the name of one another.

15.3

No third-party beneficiary relationship is created by these Terms of Use. These Terms of Use shall not be construed to confer any rights or remedies to any third party.

15.4

These Terms of Use constitute the entire agreement between Schneider Electric and the Customer in relation to the Customer's right to access to and use the Digital Offer and the Services, and such legal agreement replaces and supersedes any previous agreement or understanding, whether oral, electronic or written, in relation with the subject matter of these Terms of Use. The Customer agrees to waive to apply any of its own terms of purchase or license or services or other documents which subject matter is equivalent to these Terms of Use’s subject matter.

15.5

Should any provision of these Terms of Use be declared invalid or unenforceable by any competent court, such provision of these Terms of Use shall be amended by Schneider Electric to achieve as nearly as possible its inner intent, and all other provisions of these Terms of Use shall remain valid and in full force and effect.

15.6

All notices sent pursuant to these Terms of Use shall be in writing. Notices of a general purpose related to the Digital Offer and/or the Services by Schneider Electric to all Customers shall be given by means of a general information posted into the Digital Offer. Notices specifically addressed to You shall be given by Schneider Electric, at its election, by electronic mail to the electronic address on record in the information provided by You to create Your User Account or by written communication sent by first class mail or pre-paid post to the address of Your registered office or principal place of business. Any notice by You to Schneider Electric shall be in writing sent by first class mail or pre-paid post to the address of Schneider Electric's registered office or principal place of business and shall include the words: "Attention Schneider Electric Legal Department."

15.7

Schneider Electric's failure to insist on or enforce strict performance of these Terms of Use shall not be construed as a waiver by Schneider Electric of any right to enforce these Terms of Use, nor shall any course of conduct between Schneider Electric and the Customer or any third party be deemed to modify any provision of these Terms of Use.

15.8

Headings in these Terms of Use are just for ease of reference and will not affect its interpretation.

15.9

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

15.10

Schneider Electric reserves the right, at its sole discretion, to amend, add or remove any provision to or from these Terms of Use at any time. Any amendment, addition or removal to these Terms of Use will be posted by Schneider Electric in the Digital Offer or on any Schneider Electric’s web page related to the Digital Offer and/or the Services. It is the Customer's responsibility to check these Terms of Use prior to each use of the Digital Offer and, as applicable, the Services. The Customer's continued use of the Digital Offer and, as applicable, the Services after any amendment, addition or removal to these Terms of Use is posted by Schneider Electric, shall be deemed as the Customer's acceptance and agreement to the changed Terms of Use. Changes to these Terms of Use shall not apply with retroactive effect.

15.11

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 these Terms of Use. Further, You agree that upon the request of Schneider Electric or its authorized representative, You will promptly document and certify in writing to Schneider Electric that Your and Your employees' use of the Digital Offer and the Services comply with these Terms of Use.

Schneider Electric may (upon reasonable written notice) inspect Your use of the Digital Offer and the Services during Your normal business hours to ensure Your compliance with these Terms of Use. If the results of any such review or inspection indicate Your unlicensed or non-compliant use of the Digital Offer or the Services or the underpayment by You of applicable license or other fees (if any) contractually due and payable to Schneider Electric, You shall: (i) immediately pay sufficient fees to cover Your use of the Digital Offer and/or as applicable the Services or such amounts of fees remaining due to Schneider Electric, and (ii) reimburse Schneider Electric for the cost of such review or inspection.

15.12

These Terms of Use are a separate document from Schneider Electric Affiliate’s general terms and conditions of sale applicable to the Order Confirmation. Without prejudice to the foregoing and unless otherwise expressly agreed between Customer and Schneider Electric Affiliate issuing the Order Confirmation, these Terms of Use shall automatically apply without deviation or amendment to the Digital Offer and the Services accessed and used by Customer in pursuance of the Order Confirmation. You agree that in case of conflict between the provisions of these Terms of Use on the one hand and on the other hand, the provisions of Schneider Electric Affiliate’s general terms and conditions of sale applicable to any Order Confirmation, these Terms of Use shall prevail to the sole extent of the point in conflict with the provisions of said general terms and conditions of sale which define or refer to the right to use the Digital Offer, the Intellectual Property Rights, the warranties and the liabilities related to the Digital Offer or the processing of Customer Data, and any other provisions that said general terms and conditions of sale expressly mention as being prevailed by these Terms of Use.

16. Applicable law & Disputes

16.1

These Terms of Use shall be governed by and construed in accordance with the laws (on both federal and state levels, when applicable) of the State of Massachusetts to the exclusion of its conflict of law rules and without prejudice to the subsequent provisions of this Section 16.1.

In any country or, as applicable in any state, from where Customer will access and use the Digital Offer and the Services or where Customer or Schneider Electric Affiliate issuing the Order Confirmation has its registered office or principal place of establishment, public order laws or regulations and/or mandatory laws or regulations overriding the law governing these Terms of Use may impose statutory rights and/or obligations between Customer and Schneider Electric or Schneider Electric Affiliate in relation with the supply, the access, the use of the Digital Offer, the Services and/or the processing of Customer Data or Customer’s Partners Data. These Terms of Use shall apply to the extent they do not affect or prejudice such statutory rights and obligations.

The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms of Use.

16.2

Any dispute between Schneider Electric and Customer arising out or in connection with these Terms of Use, the Digital Offer and/or and the Services whether based on contract, warranty, tort, negligence, strict liability, statute or otherwise, and absent out-of-court settlement within thirty (30) calendar days from first notification of the dispute by either You or Schneider Electric, shall in all cases be finally settled, according to the law governing these Terms of Use as defined above, by the competent courts (on both federal and state levels, when applicable) of the State of Massachusetts.

16.3

Customer acknowledges and accepts that Schneider Electric will be irreparably damaged and damages at law may be an inadequate remedy if Customer breaches any provision of these Terms of Use and such provision is not specifically enforced. Therefore, in the event of a breach or threatened breach by the Customer of these Terms of Use, Schneider Electric shall be entitled, in addition to all other rights or remedies, to (a) an injunction or other injunctive relief restraining such breach, without being required to show any actual damage or to post an injunction or other bond, and/or (b) a decree for specific performance of the applicable provision of these Terms of Use, to the extent permitted by applicable law in the country where Customer or Schneider Electric has its registered office or principal place of business and/or, as relevant in the context, where Customer will use the Digital Offer and the Services, on either federal or state level when applicable.

17. Principles of Responsibility / Trust Charter

In the event Customer has concerns related to ethics, compliance or Schneider Electric’s Principles of Responsibility / Trust Charter, and/or any potential violations of these policies, Customer is welcome to make use of Schneider Electric’s GreenLine. The GreenLine is Schneider Electric’s global helpline for external stakeholders. It is a confidential channel through which Customers can ask questions and raise concerns. Reports can be made using this link: https://secure.ethicspoint.eu/domain/media/en/gui/104677/index.html

18. Terms and Conditions Specific to Customer Suppliers

18.1

The terms and conditions contained in this Section 18 are binding on all Customer Suppliers.

18.2

Schneider Electric has created certain limited access features within the Digital Offer to encourage coordination of renewable energy project sourcing and provide education and engagement to Customer Suppliers. Such features are referred to herein as a “Program”. A Program will be managed on behalf of a customer of Schneider Electric that has contracted Schneider Electric for advisory and program management services (such customer being referred to herein as a “Sponsor”).

18.3

Customer Supplier acknowledges that Schneider Electric may collect information regarding the business of Customer Supplier including electricity usage, contact details and other information provided by Customer Supplier during its use of the Digital Offer and other interactions. Schneider Electric will not use or disclose such information to any third parties or non-user employees except as provided in the Privacy Policy and as provided in these Terms of Use. Notwithstanding anything to the contrary in these Terms of Use or the Privacy Policy, Customer Supplier agrees that Schneider Electric may use such data for purposes of providing access to the Digital Offer and its functionalities and may release only to a Program’s Sponsor and third-party Program administrators the following data about Customer Supplier and its users of the Digital Offer:

1. Customer Supplier’s entity name
2. Customer Supplier’s user’s names
3. Business email
4. Job title
5. Location of headquarters or primary office of Customer
6. Customer Supplier’s IP addresses
7. Customer’s annual revenue
8. Identity of other Program Sponsors (in such cases where Customer has multiple Program Sponsors)
9. Sectors or Industries in which Customer is active
10. Energy consumption aggregated across all companies participating in a Program (including detailed information such as electricity, heat, steam, cooling, and renewable energy data)
11. Sources of renewable energy
12. Participant maturity level (as defined within the Digital Offer) & associated data
13. Sustainability target & progression towards target
14. Data about emissions by Customer either entered by Customer into the Digital Offer or generated by calculation functions contained in the Digital Offer
15. Customer Supplier’s Program engagement metrics:
    1. Registration Status
    2. Onboarding status
    3. Education participation
    4. Progress toward data submission targets and program timelines required by Program Sponsor
    5. Renewable electricity or sustainability-related solutions adoption
    6. Suitability for renewable electricity or sustainability-related solutions adoption