Last modification: 06/07/2021 (version 51)

 

Thank you for using edinn! This Use License and Terms and Conditions Contract (the “Terms”), govern your access to and use of the edinn (edinn is the abbreviation of the incorporated company EDINN GLOBAL, S.L., with Spanish fiscal ID B-97423305, indicated here as “edinn”, “we” or “our”) software, hardware, websites and services (the “Products and Services”), so please read them carefully before using the Products and Services.

 

By using the Products and Services you agree to be bound by these Terms. If you are using the Products and Services on behalf of an organization, you are agreeing to these Terms for that organization and assuming that you have the authority to bind that organization to these terms. In that case, “you” and “your” will refer to that organization.

 

You may use the Products and Services only in compliance with these Terms. You may use the Products and Services only if you have the power to form a contract with edinn and are not barred under any applicable laws from doing so. The Products and Services may continue to change over time as we refine and add more features to them. We may stop, suspend, or modify the Products and Services at any time without prior notice to you. We may also remove any content or feature from our Products and Services at our discretion.

 

ACCOUNT SECURITY

 

You are responsible for safeguarding the password that you use to access the Products and Services and you agree not to disclose your password to any third party. You are responsible for any activity using your account, whether you authorized that activity or not. You should immediately notify edinn of any unauthorized use of your account. You acknowledge that if you wish to protect your transmission of data or files to edinn, it is your responsibility to use a secure encrypted connection to communicate with the Products and Services.

 

SOFTWARE AND UPDATES

 

Some use of our Service requires you to download a client software package (“Software”). Edinn hereby grants you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access the Products and Services. Your license to use the Software is automatically revoked if you violate these Terms in a manner that implicates our intellectual property rights. We hereby reserve all rights not expressly granted in these Terms. You must not reverse engineer or decompile the Software, nor attempt to do so, nor assist and nor allow anyone else to do so. Our Products and Services may update in their on-line version, or automatically in the Software on your device, when a new version is available. Our prices and conditions may also change without prior notice. If for any reason your devices do not update automatically, and you keep using an older version of our Products and Services which is not supported by edinn anymore, we may terminate this agreement and stop your Products and Services without prior notice.

 

EDINN PROPERTY AND FEEDBACK

 

These terms do not grant you any right, title, or interest in the Products and Services, Software, or the content in the Products and Services. While we appreciate it when users send us feedback, please be aware that we may use any feedback, comments, or suggestions you send us or post in our forums without any obligation to you. The Software and other technology we use to provide the Products and Services are protected by copyright, trademark, and other laws of both Spain and foreign countries. These Terms do not grant you any rights to use the edinn trademarks, logos, domain names, or other brand features.

 

COPYRIGHT

 

Edinn respects others’ intellectual property and asks that you do too. We will respond to notices of alleged copyright infringement if they comply with the law and are properly provided to us. We reserve the right to delete or disable content alleged to be infringing and to terminate the access to the Products and Services of the infringers.

 

The Products and Services may contain links to third-party websites or resources. Edinn does not endorse and is not responsible or liable for their availability, accuracy, the related content, products, or Products and Services. You are solely responsible for your use of any such websites or resources. Also, if we provide you with any software under an open source license, there may be provisions in those licenses that expressly conflict with these Terms, in which case the open source provisions will apply.

 

YOUR STUFF AND YOUR PRIVACY

 

By using our Products and Services you provide us with data, information, files, and folders that you submit to edinn (together, “your stuff”). You retain full ownership to your stuff. We don’t claim any ownership to any of it. These Terms do not grant us any rights to your stuff or intellectual property except for the limited rights that are needed to run the Products and Services, as explained below.

 

We will not share any of your information with any other third party, unless we have your authorization to do so, which is not granted by this agreement. But, by using our Products and Services, you accept that we may inform publicly that your organization is a customer of edinn. This authorization only includes naming the customer.

 

You are solely responsible for your conduct, the content of your files and folders, and your communications with others while using the Products and Services. For example, it is your responsibility to ensure that you have the rights or permission needed to comply with these Terms.

 

We may choose to review public content for compliance with our community guidelines, but you acknowledge that edinn has no obligation to monitor any information on the Products and Services. We are not responsible for the accuracy, completeness, appropriateness, or legality of files, user posts, or any other information you may be able to access using the Products and Services.

 

Finally, by using the edinn Products and Services you also accept that personnel from edinn might remotely connect to the server machine that hosts your stuff for surveillance, monitoring, maintenance or support purposes.

 

SHARING YOUR STUFF

 

The Products and Services may provide features that allow you to share your stuff with others or to make it public. There are many things that users may do with that stuff (for example, copy it, modify it, re-share it). Please consider carefully what you choose to share or make public. Edinn has no responsibility for that activity.

 

YOUR RESPONSIBILITIES

 

Data, files and other content in the Products and Services may be protected by intellectual property rights of others. Please do not copy, upload, download, or share files unless you have the right to do so. You, not edinn, will be fully responsible and liable for what you copy, share, upload, download or otherwise use while using the Products and Services. You must not upload spyware or any other malicious software to the Service.

 

You, and not edinn, are responsible for maintaining and protecting all your stuff. Edinn will not be liable for any loss or corruption of your stuff, or for any costs or expenses associated with backing up or restoring any of your stuff.

 

If your contact information, or other information related to your account, changes, you must notify us promptly and keep your information current.

 

TERMINATION

 

Although we prefer that you become another long-term user of the Product and Services, you can really stop using our Products and Services at any time. Additionally, we reserve the right to suspend or end the Products and Services at any time, with or without cause, and with or without prior notice. For example, we may suspend or terminate your use if you are not satisfying the required payments to edinn, or not complying with these Terms, or use the Products and Services in any way that would cause us legal liability or disrupt others’ use of the Products and Services. If we suspend or terminate your use, we will try to let you know in advance and help you retrieve your data, though there may be some cases (for example, repeatedly or flagrantly violating these Terms, a court order, or danger to other users) where we may suspend your access immediately.

 

EDINN IS AVAILABLE “AS-IS”

 

Though we want to provide a great service, there are certain things about the service we cannot promise. Because of this: THE SERVICES AND SOFTWARE ARE PROVIDED “AS IS”, AT YOUR OWN RISK, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Edinn will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of the Products and Services. Some states do not allow the types of disclaimers in this paragraph, so they may not apply to you.

Additional notes for installations of the edinn solutions:

1.    If monitoring kits or user terminals have not been included because existing elements in the customer's facility will be used, in the case of these elements would not be powerful enough or they might need any adaptation, any additional cost regarding these concepts should be carried out by the Customer.

2.    In general, the power and Ethernet sockets (among others), which are available to the edinn team and its partners, will be used. It is the obligation of the Customer to indicate if any socket, connector or element should not be used during the project. Any additional cost regarding this should be carried out by the Customer.

3.    It is necessary that production and consumption electrical signals, which are to be monitored in this project, are already identified and electrically accessible to the edinn team and its partners when the project starts. Any additional cost regarding this should be carried out by the Customer.

4.    In the case of using the computer data network (cable or WiFi) of the Customer, it is assumed that it works correctly and with the necessary quality level. Any additional cost regarding this should be carried out by the Customer.

5.    If, under the customer's request, edinn or its partners would install a Wireless (Wi-Fi for example) computer network, this network will be guaranteed (min. 1 year) on its hardware, but it will not be guaranteed regarding the quality of the transmission of the data. Any additional cost regarding this should be carried out by the Customer.

6.    When referring to "working day", we are referring to working days in Spain. You can ask for the updated calendar at any time.

7.    Until the cost of the software use licenses has been paid to edinn, the customer will have a temporary software use license. When this temporary software use license will expire, the edinn system will automatically stop and the Customer accepts to totally delete and remove it from his facility and hardware in less than 7 days. The customer will be allowed to use the edinn platform again only after paying the edinn software use licenses.

8.    Edinn provides services to install the platform at the Customer's facility, but that installation is finally only responsibility of the Customer, as he only can provide access to his facilities, access to his systems, and configuration data, among others.

9.    The edinn platform might not be able to detect certain microstops when the cycle times are very short. This is due to causes which are external to the edinn system: slow computer data network, eBOX and/or PLCs response time, hardware delays, etc. Although this, the Customer will have 100% detail of where his losses are, as this not detected microstops will be included in the "Low speed and microstops losses" category.

10. Anticipated payments are needed due to the costs of initiating and preparing projects, and where applicable, to the need of hardware and software licenses. For this reason, the anticipated payments cannot be returned to the Customer.

11. If the customer, or any of his providers, is providing computers or servers to run the edinn software, edinn will not be responsible in any case, of the malfunction, deterioration in performance or data, etc. of any application or function that might be before, during or after, on the equipment running the edinn software.

12. The installation, by edinn or by its partners, of the edinn platform does not include any software or hardware development nor adaptation, except those indicated in written in the commercial proposal.

13. All developments which have been approved by edinn to be included in the standard versions of edinn, will be implemented inside the last available version and will be guaranteed if the Customer has an active maintenance contract. In addition, because these developments will be integrated into the standard, and although edinn will try to respect them in the future with the purpose of affecting the least possible to the Customer, edinn reserves the right to change the standard product and therefore the results of these developments, even without prior notice.

14. In case of an integration with other systems, these must be adapted to Standard ISA95. If this is not the case, the hours of integration support must be requoted again.

15. All training performed by edinn is given to trainers, and not to final users, unless otherwise stated in written in the commercial proposal.

Additional notes for the maintenance of the edinn solutions:

1.    Hardware is guaranteed for a period of 2 years. When a hardware element fails, the Customer accepts to send it, at his costs, to an edinn office. The hardware will be then verified, and if the hardware is inside the guarantee period and if edinn determines that its failure is not due to an incorrect use, negligence or natural disaster, then an identical or better equipment will be sent to the Customer, free of any charge.

2.    Support will be provided remotely through the edinn support system ("ticketing") and in a working day. If the customer needs 24x7 support, it should be required and acquired to edinn. In edinn support services, on every interaction with the Customer, a minimum of 15 minutes will be consumed.

3.    Additional support service hours should be acquired before the support service is provided to the Customer. However, the Customer could have support hours, only if this is clearly indicated in his licenses or maintenance invoices.

4.    Edinn support service only includes the analysis and resolution of issues only in case they are a defect of the standard edinn software. Therefore, this service does not cover issues of any other type, even if they were generated by edinn, like, for example, but without being a complete list: related to the physical IT infrastructure, wrong data, regional differences like the use of coma or point to group numbers, neither related to tailored (nonstandard in the edinn platform) developments, like, for example, those using the API nor the UDL modules.

5.    In the edinn support services, if the edinn engineers confirm that an issue is a defect of the edinn standard software, the solution will be implemented only on the latest available version of the edinn platform. Therefore, by this clause, the customer implicitly accepts to upgrade his edinn platform to the latest available version when required by the edinn engineers for the purpose of solving an issue. If the Customer rejects to upgrade his edinn version, then the issue could not be solved and edinn will be not liable of any responsibility.

6.    The edinn support services will only be available when the client is up to date in the payments of the maintenances of all his edinn active licenses.

7.    If the Customer needs from the edinn team an urgent response to a support request, then the Customer accepts to notify edinn in written with the word "URGENT" in the subject of the edinn support system. These urgent issues will consume minimum 60 minutes from the support time, if they are proved to be caused by causes external to the edinn standard software.

8.    If the customer has acquired support hours, they cannot be used for new developments. In addition, not consumed support service hours will not be refundable, transferable nor accumulative between support periods.

9.    The Customer will have a 5% discount on his maintenance contracts if he is allowing at least 10 visits to his facility to show edinn to potential customers of edinn or its partners (never competitors of the Customer), or if the Customer is presenting the edinn logo, with a link to https://edinn.com, on the home page of his web page or on his products, in a visible place.

10. In the edinn support services, the provision of new versions of the edinn platform, includes only the provision of the necessary files and the procedures to update them, but does not include any service for the update nor correction, for example the conversion, recovery process or adaptation of any tailored developments (those in the API or UDL modules, for example).

11. It cannot be guaranteed, by any mean, that a failure or the update of the edinn platform will not affect the Customer in any way, and therefore, under no circumstance edinn will be responsible for the damages or losses caused by the use or lack of use of the edinn platform. If the Customer wants to test how a new version or update will affect him, he is recommended to request for a separated test environment where he will be able to try to anticipate any possible bad effect.

12. Tailored and particular developments, for example, but without being a complete list, those developed through the API or UDL modules; must always be implemented and served to the customer in the latest published version of the edinn platform. In addition, these particular developments are not guaranteed by edinn in any way, as they are not distributed by edinn in the standard package.

13. The use of the edinn platform is only allowed to the Customer if he has valid edinn software use licenses and if the Customer has realized all the pending payments to edinn as indicated in the invoices' payment terms. These edinn software use licenses should be renewed, at least, yearly.

14. In the version’s updates, although in some cases it is possible to restore and come back to previous versions, the user accepts that it cannot be guaranteed in all cases that it will be possible to go back to previous versions.

15. These software use licenses do not provide the Customer with any property right on the edinn platform, neither in total nor in part (software, hardware nor documentation).

16. The Customer accepts to not use any version of the edinn platform which is not officially supported by edinn. In this case, the customer accepts to update his platform to a supported version or to definite and totally stop using the platform and to definitely delete and remove the edinn platform from his facilities in less than 7 days after receiving written notification from edinn.

17. When the Customer lacks of a valid use license of the edinn platform, as the use licenses did not provide the customer with any right of property on the edinn platform or any of its parts (software, hardware and documentation), the customer accepts to totally and definitely delete and remove the edinn platform from his facilities in less than 7 days after receiving written notification from edinn.

18. With the purpose of maintaining the quality of the products and services, edinn reserves the right to change, at any time and without prior notice, the prices (also named "costs") of hardware, licenses, services, maintenances and supports.

19. By using the edinn platform (software, documentation and or hardware), the Customer accepts: 1) That edinn publishes, in any format (verbal, written, or other formats), that the Customer is using edinn, but taking into account that this authorization only includes the name and the logo of the Customer; and 2) That edinn, or third-party companies authorized in written by edinn, might use the data of the Customer as long as it is in an aggregated and anonymously manner, respecting the Spanish Personal Data Protection Law and the Customer's confidentiality; and with the only purpose of providing the functionality, new products and services or improving the current ones, adapt the products and services to the Customer's preferences and/or to avoid an illegal or not licensed use of the product.

20. Although the edinn platform executes automatic optimizations to improve performance, with the passing of time, the performance of the platform could worsen, mainly due to the existence of more data records and/or more users and/or processes. If this was the case, it will be the responsibility of the Customer to provide the means to improve the performance and under no circumstance will be the responsibility of edinn as it is impossible to forecast all the possible situations of workload that could arise.

21. The services provided by edinn are configured as an obligation of means and not of results, so the subscription of this Contract does not guarantee the client to obtain results.

22. The costs of the servers in the cloud could vary in each renewal and without prior notice.

23. Edinn will not be responsible, neither will be covered by its support service, any issue related with equipment

24. Edinn will not be responsible of, neither will be covered by its support service, any issue related with items like for example, and not being an exhaustive list, computers or servers, which do not meet the minimum requirements indicated in edinn's terms and conditions, available in this address: http://edinn.com/termsandconditions

 

LIMITATION OF LIABILITY

 

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL EDINN, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT edinn HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (B) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE PRODUCTS AND SERVICES MORE THAN THE AMOUNTS PAID BY YOU TO EDINN FOR THE PAST THREE MONTHS OF THE PRODUCTS AND SERVICES IN QUESTION. Some countries do not allow the types of limitations in this paragraph, so they may not apply to you.

 

MODIFICATIONS

 

We may revise these Terms from time to time and the most current version will always be posted on our service. If a revision, in our sole discretion, is material we will notify you (for example requesting your acceptance on the service). Other changes may be posted to our blog or terms page, so please check those pages regularly. By continuing to access or use the Products and Services after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new terms, please stop using the Products and Services.

 

MISCELLANEOUS LEGAL TERMS

 

THESE TERMS AND THE USE OF THE SERVICES AND SOFTWARE WILL BE GOVERNED BY THE SPANISH LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES. ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES OR SOFTWARE MUST BE LITIGATED EXCLUSIVELY IN THE COURTS OF VALENCIA, SPAIN, AND BOTH PARTIES CONSENT TO VENUE AND PERSONAL JURISDICTION THERE. These Terms constitute the entire and exclusive agreement between you and edinn with respect to the Products and Services, and supersede and replace any other agreements, terms and conditions applicable to the Products and Services. These Terms create no third-party beneficiary rights. Edinn’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable the remaining provisions of the Agreement will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights in these Terms, and any such attempt is void, but edinn may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Products and Services. Edinn and you are not legal partners or agents; instead, our relationship is that of independent contractors.

 

IF YOU PROCEED TO USE THESE PRODUCTS AND SERVICES, THEN YOU ARE ELECTRONICALLY SIGNING THIS CONTRACT AND THEREFORE YOU FULLY AND EXPLICITLY ACCEPT IT.