Terms of Use Bosch Engineering GmbH, Robert-Bosch-Allee 1, 74232 Abstatt, Germany, ("Bosch") operates a platform under https://cloud-robotics.net ("Bosch Cloud Robotics") that allows Customers, among other things, to register for an Account and to access and use different Services provided by Bosch. These Terms of Use ("Terms of Use") govern exclusively the legal relationship between Bosch and the Customer, or the entity the Customer is representing, regarding the access to Bosch Cloud Robotics and the use of Services. Bosch operates Bosch Cloud Robotics for businesses only and does not accept consumers within the meaning of § 13 of the German Civil Code as Customers. 1. Scope of Terms of Use 1.1 Bosch provides the access to Bosch Cloud Robotics and the use of the Services exclusively on the basis of these Terms of Use. 1.2 Bosch Cloud Robotics is an online platform with various Services for automotive industry use cases via which a Customer can, interalia, manage a fleet of prototype vehicles.. 1.3 Customer, in case of an individual, warrants that he is lawfully able and has the capacity to enter into contracts (e.g. he is not a minor). If any person is entering into this agreement as a representative for an entity, such as the company for which the Customer is working for, such person warrants to Bosch that his company is duly organized, validly existing and in good standing under the laws of the country in which it is organized or incorporated and that he has legal authority, permission, resolution or power of attorney to bind that company. 1.4 Terms and conditions of Customer or of third parties that deviate from or conflict with these Terms of Use, will not apply, even if Bosch does not expressly contradict these terms and conditions of the Customer. 1.5 Individual contracts concluded with the Customer (including collateral agreements, addenda and amendments) in a specific case shall without exception take precedence over these Terms of Use. 1.6 Bosch is entitled to commission any Service from third parties acting as subcontractors (including Affiliates of Bosch). 2. Account, Users and Notices 2.1 The access to Bosch Cloud Robotics and the use of the Services requires a Registration, which is associated with a valid Bosch ID and/or a valid Bosch NT User ID. 2.2 Customer must provide certain information required by Bosch to open an Account ("Registration"). During an evaluation period, the Registration is free of charge. 2.3 The data requested by Bosch at the time of the Registration must be stated completely and correctly, e.g. Bosch ID, Bosch NT User ID, company name, current address, VAT identification number (if applicable), telephone number, valid e-mail address and a representative’s name (“Registration Data”). The Registration of a legal person may only be carried out by an authorized natural person, who must be mentioned by name. 2.4 By submitting Registration Data, Customer is making Bosch an offer to conclude a contract based on these Terms of Use. After submitting the Registration Data, these are validated by Bosch for completeness and plausibility. Confirmation by Bosch is done by the activation of the Customer Account. With activation, Customer shall be entitled to use Bosch Cloud Robotics and the Services in accordance with these Terms of Use. 2.5 Customer is entitled to create multiple Users under an Account. Each User shall be given individual Access Credentials. Customer represents and warrants that all Users will abide by the Terms of Use in their then current version or any subsequent new version and that all Users shall duly act on behalf of Customer and in compliance with any applicable law. By creating a User, Customer accepts responsibility for the acts and omissions of any User as if they were Customer’s own acts and omissions. In particular, Customer is responsible for Customer’s Users’ compliance with the obligations set out in Section 6. 2.6 All notices will be sent in electronic form to the email address associated with the Account. 2.7 Customer is liable for all activities performed under Customer’s Account. 3. Trial Services 3.1 The Customer receives access via his Account to Services having new and unreleased functions or functionalities (“Trial Services”). Bosch will label Trial Services in an appropriate form, e.g. as “Trial Service”, “Beta Version”, “Try-Out” or “Free”. 3.2 Trial Services shall be used for trial purposes only and are not intended for any resale, production or any other commercial use. Bosch may discontinue Trial Services at any time, without notice and may decide to never make Trial Services available as a full Service. 3.3 Bosch will use reasonable efforts to ensure that the Trial Services are as user-friendly as possible. Technical malfunctions (e.g. interruption in the electricity supply, hardware and software errors, and technical problems in the data lines) can, however, give rise to temporary restrictions or interruptions. 4. Usage rights 4.1 Bosch grants to the Customer the limited non-exclusive, revocable, non-transferable, non-sub-licensable right, to access and use Bosch Cloud Robotics and the Services solely in accordance with these Terms of Use. 4.2 Bosch makes Bosch Cloud Robotics, the Account and the Services remotely accessible under a SaaS (Software-as-a-Service) model. These are neither provided to the Customer for long-term storage by the Customer, nor is the Customer permitted to use Bosch Cloud Robotics, the Account or Services in any manner other than as specifically provided under these Terms of Use, including the operation of his own data center. 4.3 No rights accrue to the Customer other than as explicitly granted under these Terms of Use. In particular, the Customer shall not: Utilize Bosch Cloud Robotics, the Account and/or the Services beyond the scope of use defined in these Terms of Use, nor permit third parties to do so, or make the Account and/or the Service available to third parties, or reproduce Bosch Cloud Robotics, the Account and/or Service, or allow usage thereof for a limited period of time, including particularly under a rental or loan arrangement. 4.4 If the Customer violates any of the provisions of this Section 4, Bosch shall be entitled to and reserves the right to suspend Customer’s access to Bosch Cloud Robotics and the Services in accordance with Section 8, provided that such suspension remedies the violation. Customer shall be informed prior to such suspension. In case of repeated violations by the Customer, Bosch shall be entitled to terminate the Account for cause, unless Customer is not responsible for the violation. 4.5 The provisions of Section 4 shall apply to any new versions, updates, upgrades, modifications, expansions or other changes to the Service Bosch should introduce or implement during the term of the Subscription, even if the Customer commissions the modifications or expansions and pays for these separately. 5. Customer Content 5.1 By submitting, uploading, sharing, publishing, transmitting, or otherwise making available Customer Content on or through Bosch Cloud Robotics and the Services, Customer hereby grants to Bosch a fully paid, royalty free, worldwide, sub-licensable, non-exclusive license and right to use Customer Content for the sole purpose of enabling Bosch to perform its obligations in accordance with this Terms of Use. The right of use includes, in particular the storage of Customer Content on the servers of Bosch or of third parties commissioned by Bosch at home or abroad; the reproduction, modification, adaption, moderating and publishing of Customer Content, in particular publicly performing and publicly displaying Customer Content via Bosch Cloud Robotics and the Services (or parts thereof). 5.2 Customer warrants that Customer has all rights and title to Customer Content required to grant to Bosch all rights under these Terms of Use; Customer Content shall not violate these Terms of Use or applicable law and shall not infringe or misappropriate the intellectual property of a third party; Customer Content is free of viruses, worms, malware, Trojan horses or any other contaminating or destructive features. 5.3 Bosch shall store and regularly back up Customer Content for the term of these Terms of Use. The Customer is solely responsible for compliance with mandatory record retention periods for financial accounting and tax purposes. The Customer is obliged to create a back up of Customer Content on a regular basis in an alternative storage medium. 6. Customer's Obligations 6.1 Customer is obliged to provide in due time reasonable cooperation required from him. Therefore Customer is obliged to immediately change all initial passwords which are assigned to him into passwords known only to the Customer. Customer is required to carefully store Customer’s Access Credentials and protect them from unauthorized access. If a Customer becomes aware that a third party has used Customer’s Access Credentials, he is required to notify Bosch immediately; obliged to correct the information in Customer’s Account immediately, if, after the Registration, the indicated data changes; responsible to ensure that the Services meet Customer’s requirements in terms of capacity, reliability and security; responsible for providing Support Services to End Users. Bosch does not provide any Support Service to End Users unless Bosch has a separate agreement with Customer or an End User obligating Bosch to provide Support Service. 6.2 Customer shall not (and shall procure that any User under Customer’s Account shall not): intentionally access, tamper with, or use non-public portions of Bosch Cloud Robotics and the Services or the technical delivery systems of Bosch’s providers; use any robot, spider, scraper, or other similar automated data collection or extraction tools, program, algorithm or methodology to search, access, acquire, copy or monitor any portion of Bosch Cloud Robotics and/or the Services other than via documented API endpoints; post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interfere with the proper working of Bosch Cloud Robotics and/or the Services; attempt to decipher, decompile, disassemble, or reverse-engineer or otherwise attempt to discover or determine the source code of any software or any proprietary algorithm used, comprising or in any way making up a part of Bosch Cloud Robotics and/or the Services; frame or mirror Bosch Cloud Robotics and/or the Services; or use any device, software, or routine that interferes with any application, function, or use of Bosch Cloud Robotics and/or the Services, or is intended to damage, create undue load, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or communication stored or transmitted therewith. 6.3 Customers’ access to Bosch Cloud Robotics and the use of the Services shall comply with all applicable laws, including copyright or trademark laws, antitrust and competition laws, export control laws, data protection laws, or other laws in any applicable jurisdiction or be in contravention of any agreement that the Customer has signed with a third party. Customer is responsible for making sure that its access to Bosch Cloud Robotics and the use of Services is in compliance with the applicable laws and regulations. 7. Remuneration Bosch Cloud Robotics and the Services are provided free of charge. 8. Suspension 8.1 Bosch may suspend Customer’s access to Bosch Cloud Robotics and/or the Services, if Bosch reasonably determines that the Customer Content and/or the Customer’s use of Bosch Cloud Robotics and/or the Services pose a security risk to Bosch Cloud Robotics and/or the Services and/or any third party; may adversely impact Bosch Cloud Robotics and/or the Services or the systems or Content of any other Customer; infringes any applicable law or any third party right; may subject Bosch, Bosch’s Affiliates, or any third party to liability, or may be fraudulent. the Customer is in breach of this Terms of Use; or the Customer has ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of the Customer’s assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding. 8.2 Bosch will notify Customer about the suspension by sending a communication to the email address associated with Customer’s Account prior to the suspension unless due to the seriousness and urgency of the matter Bosch needs to act immediately and is unable to provide prior notice. 8.3 The suspension shall be revoked as soon as the Customer has resolved the problem giving rise to the suspension. 8.4 The right of Bosch to suspend Customer’s access Bosch Cloud Robotics and/or the Services is in addition to Bosch’s right to terminate these Terms of Use pursuant to Section 12 and other remedies that Bosch may have under the applicable law. 9. Warranty 9.1 As Bosch Cloud Robotics and the Services are provided free of charge, Bosch does not assume any warranty for material defects and/or defects of title, except in cases in which Bosch fraudulently concealed the respective material defect and/or defect of title. 9.2 Bosch does not warrant that the access to Bosch Cloud Robotics and the use of Services will not be impaired by downtime, maintenance activities, further developments, updates and upgrades or malfunctions. Bosch will use reasonable efforts to ensure that Bosch Cloud Robotics and the Services are as user-friendly as possible. Technical malfunctions (e.g. interruption in the electricity supply, hardware and software errors, and technical problems in the data lines) also can, however, give rise to temporary restrictions or interruptions. 10. Liability 10.1As Bosch Cloud Robotics and the Services are provided free of charge, Bosch does not assume any liability for damages resulting from the use of Bosch Cloud Robotics and/or the Services, except in cases of gross negligence or intent. The Liability for damages under the German Product Liability Act is not excluded. 10.2 The foregoing limitation of liability shall also apply in the event of fault by a person engaged by Bosch in the performance of its obligations and to the personal liability of employees, representatives and corporate bodies of Bosch. 11. Indemnification 11.1 The Customer is obligated to indemnify, defend and hold Bosch harmless for and from any third party claims related to any breach of this Terms of Use or any violation of any applicable law or regulation by the Customer or due to the use of Customer Content; the usage of Bosch Cloud Robotics or the Services by the Customer in a manner in which it infringes or violates any third-party rights; claims regarding Customer Content, or the combination of Customer Content with other applications and third party products, content or processes, including any claims arising from alleged infringement or misuse of third party rights through Customer Content or through use, development, design, production, advertising or marketing of Customer Content, the use of Open Source Software by the Customer, any infringement of data protection law respectively applicable or other data protection law relevant stipulations as agreed between the Parties herein or in another context by the Customer or through Customer Content, any violation of applicable export and re-export control laws and sanctions regulations by the Customer, unless Customer is not responsible for the claim. 11.2 Bosch shall notify the Customer without delay and leave to the Customer the defense of these claims. Bosch will provide the Customer with all reasonable support. In particular, Bosch will, as far as possible, provide the Customer with all the necessary information of the use and the possible processing of Bosch Cloud Robotics and the Services which are subject to this Terms of Use. 12. Term and Termination 12.1 The term of this Terms of Use commences with the date of Registration and will remain in effect until terminated by Bosch or by the Customer. 12.2 Termination for Convenience The Customer may terminate this Terms of Use at any time for any reason and close the Account for all Services, for which Bosch provides an account closing mechanism. Bosch may terminate this Terms of Use for any or no reason, at any time, by providing three (3) months’ notice effective at the calendar month-end. The right to suspend Customer’s Account according to Section 8 shall remain thereby unaffected. 12.3 Termination for Cause The right of the Parties to terminate these Terms of Use for cause and without notice shall remain unaffected. Good cause shall be in evidence when one Party grossly breaches express obligations under these Terms of Use, in particular if the Customer utilizes Bosch Cloud Robotics or the Services outside the scope of these Terms of Use and remains in breach after the end of a reasonable cure period following a warning notification by Bosch. 12.4 Effect of Termination upon the effective date of termination Bosch Cloud Robotics including the Services will no longer be accessible; all authorizations of the Customer according to these Terms of Use end. A termination of these Terms of Use also entails a termination of all User IDs provided to employees or End Users of the Customer; and Bosch has no longer the obligation to store and back up Customer Content. The Customer is responsible for securing Customer Content prior to the effective date of termination. 13. Data Privacy 13.1 The Parties shall comply with the provisions of data protection law respectively applicable and bind their employees engaged in connection with this contractual relationship and the execution thereof to data privacy and confidentiality in accordance with the applicable laws, except to the extent that they are already under a general obligation to act accordingly. 13.2 If the Customer processes personal data, then the Customer guarantees that he is authorized to do so in accordance with the applicable laws and regulations, and that he has obtained all necessary consents, authorization and required permissions or has entered into necessary agreements with third parties in a valid manner in order to allow for Bosch to perform the tasks hereunder, including any access and processing of personal and other private data of all concerned individuals and/or third parties (e.g. end customers of Customers or Customer employees) which may be subject to special protection under applicable laws. 13.3 Bosch shall only process Customer-related personal data to the extent required to execute these Terms of Use or otherwise permitted by applicable laws. The Customer acknowledges and confirms the collection and processing of such personal data to this extent. 13.4 Insofar as Bosch is acting as a data processor on behalf of the Customer, then this constitutes a processing on behalf of a controller. Such processing activities shall be subject to and be further regulated in the requisite commissioned data processing agreement as provided by Bosch during the relevant processes (“Commissioned Data Processing Agreement”), that the parties shall enter into prior to making use of the Services in written form if the applicable law so requires. 13.5 The obligations pursuant to Sections 13.1 to 13.4 shall continue to exist as long as Customer Content is in the area of influence of Bosch, also after the termination date of the Terms of Use or any Subscription. 14. Confidentiality 14.1 The Parties agree to keep all Confidential Information that becomes known to them while accessing Bosch Cloud Robotics and using the Services strictly confidential and only use such information for the contractually agreed purposes. ”Confidential Information” for the purpose of this use shall mean information, documents, details and data, which is marked as such or that reasonable should be understood to be confidential given the nature of the information. Customer shall, in particular, treat as confidential any non-public information regarding the availability, performance or functionality of Bosch Cloud Robotics and the Services. The Parties shall not seek to register intellectual property rights in respect of Confidential Information of the other Party. 14.2 If Confidential Information within the above definition is requested by a public authority, then the other Party – to the extent that it is legally allowed - shall be informed without delay and before the Confidential Information is supplied to the public authority. 14.3 The obligations under Section 14.1 shall lapse for such information or parts thereof with respect to which the Party receiving the information evidences that it was known to that Party or generally accessible prior to the date of receipt or became known from a third Party after the date of receipt in a lawful manner and without any confidentiality obligation; or was already known to the general public or was generally accessible prior to the date of receipt; or became known to the general public or became generally accessible after the date of receipt without the party receiving the information being responsible for this. 14.4 Each Party may disclose Confidential Information to its employees and Affiliates if this is necessary for the purpose of the fulfillment of these Terms of Use, Confidential Information will only be disclosed to the extent that it is necessary for integration in these Terms of Use ("need to know"), and the recipient of Confidential Information is obliged to maintain confidentiality in accordance with Section 14.5 14.5 Each Party is obliged to commit employees and Affiliates within the meaning of Section 14.4 to maintain confidentiality in accordance with the provisions of Section 14.1 to 14.3 insofar as they are not already otherwise obliged to do so by virtue of contractual and/or statutory provisions to an extent that is at least equivalent to the level of protection resulting from Section 14.1 to 14.3. 14.6 The rights and obligations under Section 14 shall not be affected by the termination of an Account, and for as long as there is no evidence of an exception under Section 14.3. 15. Export Compliance 15.1 The use of the Services, the access to Bosch Cloud Robotics and Customer Content are subject to local and international export and re-export control laws and sanctions regulations. The Customer agrees to comply with all applicable export and re-export control laws and sanctions regulations, including but not limited to the legislation of the Federal Republic of Germany, Austria, the European Union, the United States of America and the United Nations. 15.2 Customer acknowledges that Bosch Cloud Robotics is designed with capabilities to be accessed without regard to geographic location of the Customer. The Customer shall not – directly or indirectly – provide access to Bosch Cloud Robotics to any destination, entity, or person prohibited or sanctioned by the respectively applicable national or international laws and regulations, in particular of the Federal Republic of Germany, Austria, the European Union, the United States of America, the United Nations or any other jurisdiction involved. 15.3 Bosch has the right to refuse the use of the Services and the access to Bosch Cloud Robotics in case the Customer acts against a regulation in this Section 15 or if it is necessary for Bosch in order to comply with national or international legal provisions. In this case the Customer is excluded from raising a claim for any damage or other rights on account of the refusal. 15.4 Customer agrees that Bosch Cloud Robotics, the Services and resulting data, information and software will not be used directly or indirectly for nuclear, chemical or biological weapons proliferation, development of missile technology or any other military purpose. 15.5 This export compliance clause shall survive termination or cancellation of the agreement between Bosch and Customer. 16. Changes 16.1 At any time, Bosch shall have the right to modify Bosch Cloud Robotics and the Services provided free of charge, make new Services available either free of charge and/or for a fee and to discontinue the provision of free Services. Bosch will take due care of Customer’s legitimate interests. 16.2 Bosch reserves the right, within the bounds of reasonableness and taking into account the legitimate Customer interest, to modify the Terms of Use, if this is necessary to meet the technical requirements of connecting networks, devices or computers, change in laws or regulations or with regard to further developments. Changes are only made if the interest of Bosch in the change prevails. Customer shall be notified of changes by email within a reasonable period of time, but no later than thirty (30) calendar days, before the planned effective date of the changes insofar as the modifications involves a restriction on the usability of data generated till date or other disadvantages or additional charges (e.g. adaptation expenses). Customer shall be advised of its existing right to object and/or terminate and of the consequences of the respective change in the change notification. If Customer does not object within thirty (30) days of receipt of the notification after expiry of the period for objection, then the changes shall be deemed to have been effectively agreed as from the expiry date of the time limit. In the event of an objection, the contractual relationship shall be continued subject to the conditions applying hitherto. If an objection is raised, Bosch is entitled to terminate these Terms of Use subject to a one (1) month notice period. 17. Definitions Account means the access authorization to Bosch Cloud Robotics and the Services. Access Credentials are used to control access to an Account and consist of a user ID and a password only known by the Customer. A Customer can create further Users with access to the respective Account. These Users will each have an individual user ID and password. Affiliate shall mean an entity that controls, is controlled by, or is under common control with a Party to this Agreement, where “control” means the direct or indirect holding of more than 50% of equity ownership or voting rights. Bosch ID means the user id of the single sign-on service provided by Robert Bosch GmbH, that assists authentication in products and online services of Bosch and its Affiliates, using a Customer’s existing email address from any email provider. Bosch Cloud Robotics means the platform provided under https://cloud-robotics.net Content means software (including machines images and source code), software functionalities, APIs, data, text, audio, video or images, including documentation; sample code; software libraries; command line tools; proofs of concept; templates; and other related technology. Customer means the owner of an Account. Customer Content means all data, information, content or material submitted by Customer or on behalf of Customer in connection with use of the Services, storage space and/or the Account. Customer Content also includes access and registration data. End User means any individual or entity that directly or indirectly through another Customer accesses or uses Customer Content. The term “End User” does not include individuals or entities when they are accessing or using Bosch Cloud Robotics and the Services or any Content under their own Account. In this case the individual or entity is considered as a Customer. Service the software functionalities and other Content available and accessible via Bosch Cloud Robotics. The content and scope of the Services are determined by the functionalities currently available on the portal. Support Service means any helpline, professional and/or maintenance service, among other things consulting services or removal of defects. User means any person or entity with Access Credentials under an Account of the Customer. 18. Applicable law and place of jurisdiction 18.1 The contractual relationships between the Parties shall be governed by the substantive laws of the Federal Republic of Germany. Application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded. 18.2 The exclusive place of jurisdiction for any legal disputes arising from or in connection with these Terms of Use shall be Stuttgart, Germany. 19. Miscellaneous 19.1 Force Majeure Operational disruptions caused by force majeure or other unavoidable events beyond Bosch’s control, which could not be averted with reasonable effort, which could not have been foreseen even when exercising with extreme care, and which make Bosch’s obligations under these Terms of Use considerably more difficult or completely or partially impossible, such as strikes, lockouts, exceptional weather conditions, operational or traffic disruptions and transport obstructions, discharge Bosch from its obligations under these Terms of Use for the duration of such an event. 19.2 Customer may not assign any or all portion of its obligations without the prior written consent of Bosch, not to be unreasonably withheld. 19.3 Should any provision of these Terms of Use be or become invalid or unenforceable, this shall, however, not affect the remaining provisions. Bosch Engineering GmbH