Developer Portal - Terms of Use

Amended Date: 2-Aug-2018

Robert Bosch GmbH, Robert-Bosch-Platz 1, 70839 Gerlingen-Schillerhöhe, Germany, ("Bosch") operates a platform under http://developer.bosch.com(“Developer Portal”) where Customers can access and use different Service Offerings, among other things the Marketplace to conveniently subscribe to specific Services which may be provided by Bosch or Third-Party Providers. 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 the Developer Portal and the use of Service Offerings. Bosch operates the Developer Portal 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. Bosch provides the access to Developer Portal and the use of the Service Offerings exclusively on the basis of these Terms of Use supplemented by the Use Policy.
    2. 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.
    3. Any other provisions, in particular any general terms and conditions of the Customer, shall not be effective, irrespective of whether they have been explicitly rejected by Bosch or not.
    4. Contractual declarations and notifications to be given by the Customer after execution of an agreement (such as setting of deadlines, notification of defects, and declaration of withdrawal or reduction) must be provided in writing to be effective.
    5. Bosch is entitled to commission any Service Offering from third parties acting as subcontractors.
    6. The Listing of Services in the Marketplace is not in the scope within these Terms of Use and requires a separate agreement between Bosch and the Customer.
  2. Compliance with Laws and Regulations
    1. Customer may access the Developer Portal and use the Service Offerings in accordance with this Terms of Use and the Use Policy.
    2. Customers’ access of the Developer Portal and the use of the Service Offerings 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 the Developer Portal and the use of Service Offerings is in compliance with the applicable laws and regulations.
  3. Service Offerings
    1. The access to the Developer Portal and the use of the Service Offerings requires a Registration, which is associated with a valid Bosch ID.
    2. The Developer Portal is a platform with various Service Offerings via which a Customer can, inter-alia, access information and make a selection of Services in order to offer its products to End Users.
    3. Third-Party Content is made available to the Customer by any third party and may be used by Customer at Customer’s own choice, in particular when subscribing to Services via the Marketplace. Third parties offer Third-Party Content in their own name and on their own Account. Third-Party Content may be governed by separate terms and conditions which may include separate fees and charges.
    4. As far as the Developer Portal and the Service Offerings are provided free of charge, there are no warranties and there is no right to access or use the Developer Portal and the Service Offerings without interruption. Bosch does not warrant that the access to the Developer Portal and the use of Service Offerings will not be impaired by downtime, maintenance activities, further developments, updates and upgrades or malfunctions. Bosch will use reasonable efforts to ensure that the Developer Portal and the Service Offerings 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.
    5. 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.
  4. Account, Users and Notices
    1. Customer must provide certain information required by Bosch to open an Account ("Registration").
    2. The data requested by Bosch at the time of the Registration must be stated completely and correctly, e.g. Bosch ID, company name, current address, VAT identification number (if applicable), telephone number, valid e-mail address and a representative’s details ("Registration Data"). The Registration of a legal person may only be carried out by an authorized natural person, who must be mentioned by name.
    3. 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. If the Registration Data is correct, Bosch shall decide on whether to accept Customer’s offer at Bosch’s own discretion. If Customer’s Registration is not confirmed by Bosch by e-mail to the e-mail address provided by Customer within a reasonable time, Customer shall no longer be bound by Customer's offer. If an e-mail confirmation is received, an open-ended user relationship shall be established on the basis of these Terms of Use and Bosch shall activate the requested Account. The e-mail confirmation contains a link that will allow Customer to active the Account by clicking on that link. Once the Account has been activated, Customer shall be entitled to use the Developer Portal and the Service Offerings in accordance with these Terms of Use.
    4. 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 9.
    5. All notices will be sent in electronic form to the email address associated with the Account and the Bosch ID.
    6. Customer is liable for all activities performed under Customer's Account.
  5. Marketplace
    1. The Customer may subscribe to Services by using the Marketplace.
    2. The Subscription of Services via the Marketplace is governed by separate terms and conditions provided by Bosch or Third-Party Providers during the order process. Service Level Agreements may apply in addition to the respective terms and conditions.
    3. The Listing of a Service via the Marketplace does not constitute a binding offer. Only the ordering of a Service by the Customer is a binding offer by the Customer. The Subscription Period begins when the Customer receives a confirmation e-mail about the acceptance of the offer.
    4. The fees for the Services are based on the respective price lists displayed during the order process.
  6. Community
    1. The Customer may collaborate with other Customers by using the Community.
    2. If the Customer accesses the Community for the first time, he has to choose a username. It is Customer’s responsibility that the username does not violate the rights of third parties, in particular no name or trademark rights.
    3. The Community is intended to promote the exchange of information on IoT products in connection with the access to the Developer Portal and the use of the Service Offerings. Customers can, in particular, publish comments, discuss topics and experience reports on various Services, present their own software or service projects and document their progress insofar as this information is not sensitive.
    4. The Community shall not be used for any exchange of information that is sensitive from the point of view of competition. This includes any discussions or unilateral disclosure of information relating to prices, price components, terms and conditions of supply / service agreed with customers or suppliers, capacities, sales policies, sales territories and customer allocations, costs, technical know-how, investments, market entries of new products, technologies and services. The Customer must object to new topics discussed in the Community which he feels are not in compliance with antitrust law and inform Bosch via https://developer.bosch.com/contact-us immediately.
  7. Trial Services
    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 “Freemium Service”.
    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. Bosch does not warrant that the Trial Services will meet any Customer requirement or that the Trial Services will be uninterrupted or error-free, or that any error will be corrected. Bosch does not warrant that the use of Trial Services will not be impaired by downtime, maintenance activities, further developments, updates and upgrades or malfunctions.
    4. 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.
    5. As far as Trial Services are provided free of charge, there are no warranties, except in cases of malice, and contrary to Section 14, Bosch assumes no liability for damages resulting from the use of a Trial Services, except in cases of gross negligence and/or intent. Liability for damages under the German Product Liability Act or any applicable corresponding mandatory law is not excluded.
  8. Third-Party Content
    1. The Content of the Developer Portal and the Service Offerings is partly from Bosch and partly from other Customers or third parties ("Third-Party Content"). Bosch does not carry out an examination for completeness, correctness and legality in Third-Party Content and does not adopt it as its own. In particular, Bosch does not carry out any inspection of the safety aspects related to Third-Party Content. This also applies to the quality of Third-Party Content and its suitability for a specific purpose, and also, as far as Third-Party Content is linked to external websites, which may possibly be viewed through framing (or parts thereof).
    2. Services are made available to the Customer by Bosch or by Third-Party Providers via the Marketplace. Third-Party Providers offer Services in their own name and on their own Account. When subscribing to a Service offered by Third-Party Provider, the Customer enters into a contractual relationship with the respective Third Party Provider. Third-Party Providers therefor are solely responsible for such Services. Bosch is not the contractual partner and therefore accepts no responsibility or warranty for the Services of Third-Party Providers. Bosch is also not an agent of any third party.
    3. Notwithstanding the provisions in Section 8.1 and 8.2, for VAT purposes only, Bosch is treated as taking part in the transaction between Third-Party Provider and Customer regarding the Subscription of Services via the Marketplace. Thus, Bosch is treated as acting in Bosch’s own name but on behalf of Third-Party Providers (commissionaire structure). Third-Party Providers therefore have to invoice Bosch (or Bosch has to issue a self-billing invoice to Third-Party Provider) and Bosch has to invoice the Customer regarding the Subscription fees.
    4. Notwithstanding the provisions in Section 8.1, Bosch will, at its sole discretion, examine legitimate notices of infringements of these Terms of Use, or of any unlawfulness or inaccuracy of Third-Party Content and, where applicable, take appropriate actions to end this unlawful condition. In particular, Bosch will remove unlawful or offensive Third-Party Content, as soon as Bosch is aware of it.
  9. Customer's Duties
    1. Customer is obliged to provide in due time reasonable cooperation required from him. Therefor 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 Service Offerings 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.
    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 the Developer Portal and the Service Offerings 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 the Developer Portal and/or the Service Offerings 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 the Developer Portal and/or the Service Offerings;
      • 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 the Developer Portal and/or the Service Offerings;
      • Attempt to probe, scan or test the vulnerability of the Developer Portal and/or the Service Offerings or breach or impair or circumvent any security or authentication measures protecting the Developer Portal and/or the Service Offerings;
      • Frame or mirror the Developer Portal and/or the Service Offerings; or
      • Use any device, software, or routine that interferes with any application, function, or use of the Developer Portal and/or the Service Offerings, or is intended to damage, create undue load, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or communication stored or transmitted therewith.
  10. Usage Rights
    1. Bosch hereby grants to Customer the limited, non-exclusive, non-sub-licensable, revocable and non-transferable right to access the Developer Portal and use the Service Offerings solely in accordance with this Terms of Use and the Use Policy, during the term as provided in Section 16.1.
    2. Provided that Bosch makes new versions, updates, upgrades, modifications or extensions of the Developer Portal and the Service Offerings available or carries out other changes with respect to the Developer Portal and the Service Offerings, the provisions of Section 10 shall also apply thereto
    3. Customer shall have no rights which are not explicitly granted to the Customer under these Terms of Use. Customer shall not be entitled to use the Developer Portal and the Service Offerings beyond the scope of use granted in these Terms of Use or make the Developer Portal and the Service Offerings available to third parties. In particular, it is not permitted to duplicate the Developer Portal and the Service Offerings or to provide it for use for a limited period of time, in particular not to lease it or loan it.
    4. If Customer violates any of the provisions of this Section 10, Bosch shall be entitled to and reserves the right to suspend Customer’s access to the Developer Portal and the Service Offerings in accordance with Section 13, 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.
  11. Intellectual Property
    1. Bosch and its licensors own all right, title, and interest in and to the Developer Portal and the Service Offerings, and all related technology and intellectual property rights.
    2. It is not permitted to remove notices and notations in the Service Offerings that refer to confidentiality, copyrights, trademark rights, patent rights and other intellectual property rights. Subject to Customer Content, Bosch or Bosch’s licensors own all right, title and interest in any and all copyrights, trademark rights, patent rights and other intellectual property or other rights in the Service Offerings as well as any improvements, design contributions or derivative works conceived or created by Bosch or its licensors in or to the Service Offerings.
  12. Customer Content
    1. By submitting, uploading, sharing, publishing, transmitting, or otherwise making available Customer Content on or through the Developer Portal or the Service Offerings, 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 and the Use Policy. 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 the Developer Portal or the Service Offerings (or parts thereof), and publicly displaying the Customer Content on web sites operated by Bosch and on social networks and similar platforms (such as Facebook, Google, Stack Overflow, LinkedIn, Twitter, etc.).
      • the provision of Customer Content to other Customers within the scope of this Section 12.1.
    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 and such Customer Content does not infringe any third party intellectual property rights;
      • Customer Content shall not violate these Terms of Use, the Use Policy 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.
    3. Without prejudice to the Bosch's obligation to store Customer Content in accordance with Section 3.5, the Customer is obliged to create back up of Customer Content on a regular basis in an alternative storage medium.
  13. Suspension
    1. Bosch may suspend Customer’s access to the Developer Portal and/or the Service Offerings, if Bosch reasonably determines that
      • the Customer Content and/or the Customer’s use of the Developer Portal and/or the Service Offerings
        • pose a security risk to the Developer Portal and/or the Service Offerings and/or any third party;
        • may adversely impact the Developer Portal and/or the Service Offerings 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 Use Policy;
      • the Customer is delinquent on its payment obligations regarding a Subscription for more than 30 days; 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.
    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. The suspension shall be revoked as soon as the Customer has resolved the problem giving rise to the suspension.
    3. The right of Bosch to suspend Customer’s access Developer Portal and/or the Service Offerings is in addition to Bosch’s right to terminate these Terms of Use pursuant to Section 16 and other remedies that Bosch may have under the applicable law.
  14. Liability
    1. Bosch is liable in accordance with the statutory provisions
      • in the event of intent or gross negligence;
      • in accordance with the provisions of the German Product Liability Act or any applicable corresponding mandatory laws;
      • within the scope of a guarantee given by Bosch; and
      • for loss of life or bodily injury/harm.
    2. In the event of any property and financial damage caused negligently in any other way, Bosch and persons engaged by it for the performance of its obligations shall be liable only in the event of a breach of a material contractual obligation, the amount being limited, however, to the damages foreseeable at the time of acceptance of these Terms of Use by the Customer and typical of the type of contract; material contractual obligations are those obligations which are necessary to the fulfillment of these Terms of Use, upon which the Customer may therefore rely ("Material Obligation").
    3. Notwithstanding the provision in Section 14.1, in the event of a negligent breach of a Material Obligation evidenced by Customer, the amount of Bosch’s liability for all damaging events occurring in the same contract year is limited to 100% of the fees incurred under the Account of the Customer in the year of the damaging event, however, at least Euro 50,000 per contract year. A contract year shall be the 12-month period starting on the date of Registration and every subsequent twelve-month period.
    4. No-fault liability for damages per § 536a BGB shall be excluded for defects that existed at the time of conclusion of these Terms of Use.
    5. Furthermore, Bosch’s liability is excluded.
    6. Bosch shall not be liable for the loss of Customer Content if the damage is due to Customer’s failing to back up data in accordance with Section 12.3, thereby ensuring that lost Customer Data can be recovered with reasonable effort.
    7. The foregoing limitations 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.
    8. With regard to telecommunications services, the limitations of liability pursuant to Section 44a of the German Telecommunications Act (TKG) shall remain unaffected.
  15. Indemnification
    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, the Use Policy or any violation of any applicable law or regulation by the Customer or due to the use of Customer Content;
      • the usage of the Developer Portal or the Service Offerings 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.
    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 the Developer Portal and the Service Offerings which are subject to this Terms of Use.
  16. Term and Termination
    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.
    2. Termination for Convenience
      • The Customer may terminate this Terms of Use at any time for any reason and close the Account for all Service Offerings, 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 13 shall remain thereby unaffected.
    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 the Developer Portal or the Service Offerings 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.
    4. Effect of Termination Upon the effective date of termination
      • the Developer Portal including the Service Offerings and Services will no longer be accessible;
      • the Customer remains responsible for all fees and charges which have incurred through the date of termination, including fees and charges for in-process tasks completed after the date of termination;
      • 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.
  17. Data Privacy
    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 secrecy and confidentiality in accordance with the applicable laws, except to the extent that they are already under a general obligation to act accordingly.
    2. If the Customer collects and 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.
    3. Bosch shall only collect and 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.
    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.
    5. As Third-Party Provider(s) may collect or process personal data of Customer when Customer subscribes to a Third-Party Service, Customers (in their role as a service providers to End Users) shall ensure that any and all applicable data protection law requirements will be met when collaborating with Third Party Providers via the Marketplace, including, but not limited to, the entering into a proper agreement on data processing on behalf of a controller, where necessary in written form.
    6. Bosch may collect usage data with respect to the access of the Developer Portal and the use of the Service Offerings to measure and analyze response rates and performance of the Developer Portal and the Service Offerings. Customer guarantees 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 use such data which may include personal data as described above and shall upon request provide to Bosch sufficient proof thereof (e.g. Customer employee consents).
    7. The obligations pursuant to Sections 17.1 to 17.5 shall continue to exist as long as Customer Data is in the area of influence of Bosch, also after the termination date of the Terms of Use or any Subscription.
  18. Confidentiality
    1. The Parties agree to keep all Confidential Information that becomes known to them while accessing Developer Portal and using the Service Offerings 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 the Developer Portal and the Service Offerings. The Parties shall not seek to register intellectual property rights in respect of Confidential Information of the other Party.
    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.
    3. The obligations under Section 18.1 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;
      • was already known to the general public or was generally accessible prior to the date of receipt;
      • 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.
    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 18.5
    5. Each Party is obliged to commit employees and Affiliates within the meaning of Section 18.4 to maintain confidentiality in accordance with the provisions of Section 18.1 to 18.3 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 18.1 to 18.3.
    6. The rights and obligations under Section 18 shall not be affected by the termination of an Account. Both Parties agree at the option of the other Party to return or destroy the Confidential Information of the other Party upon the termination of an Account, to the extent that such information still exists.
  19. Export Compliance
    1. The use of the Service Offerings, the access to Developer Portal, the Subscription of Services 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.
    2. Customer acknowledges that the Developer Portal is designed with capabilities to be accessed without regard to geographic location of users. The Customer shall not – directly or indirectly – provide access to the Developer Portal to any destination, entity, or person prohibited or sanctioned by the laws and regulations of the Federal Republic of Germany, Austria, the European Union, the United States of America, the United Nations or any other jurisdiction involved, without obtaining prior authorization from the competent government authorities as required by those laws and regulations.
    3. Customer agrees that the Developer Portal, the Service Offerings 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.
    4. This Section 19 shall survive termination or cancellation of the agreements between Bosch and Customer.
  20. Changes
    1. At any time, Bosch shall have the right to modify the Developer Portal and the Service Offerings provided free of charge, make new Service Offerings available either free of charge and/or for a fee and to discontinue the provision of free Service Offerings, as well as to change these Terms of Use and the Use Policy. Bosch will take due care of Customer’s legitimate interests.
    2. Bosch reserves the right to modify paid Service Offerings and 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, however the basic functionalities of the respective paid Service Offering and the essential characteristics are retained. Customer shall be notified of changes by email 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). If Customer does not object within thirty (30) days of receipt of the notification and continues to use the paid Service Offering 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 three (3) months’ notice period. Customer shall be advised of its right to object and of the consequences in the change notification.
  21. Definitions

    Account means the access authorization to the Developer Portal and the Service Offerings.

    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.

    API means application programming interface. It basically gives the Customer access to a Service. APIs are regarded as Services within this Terms of Use.

    Bosch ID means the single sign-on service that assists authentication in products and online services of Bosch and its Affiliates, using a Customer's existing email address from any email provider.

    Community is part of the Developer Portal and provides the functionality for the Customer to collaborate with other Customers.

    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 Content that a Customer or an End User transfers to Bosch in connection with the access to the Developer Portal, the use of Service Offerings and the Account for processing, storage or hosting. This includes any computational results that Customer or any End User derive from the foregoing through their use of the Services. Customer Content also includes Content submitted by Customer to the Community.

    Developer Portal means http://.developer.bosch.com, as it may be updated by Bosch from time to time.

    End User means any individual or entity that directly or indirectly through another Customer: (a) accesses or uses Customer Content. The term “End User” does not include individuals or entities when they are accessing or using the Developer Portal and the Service Offerings or any Content under their own Account, rather than under Customer’s Account.

    Listing means the release of a Service in the Marketplace.

    Marketplace is the place within the Developer Portal where a Customer can subscribe to specific Services provided by Bosch or Third-Party Provider.

    Service means any software functionality or a set of software functionalities that is made remotely available for Subscription by the respective Service Provider via the Marketplace under a SaaS (Software-as-a-Service) model and as described in the respective Service Description and Service Plan.

    Service Description means the description of the technical functionality of the Service as provided via the Marketplace.

    Service Level Agreement means an agreement, where aspects of a Service like quality, availability, Support Services and responsibilities are agreed.

    Service Offerings means the functionalities accessible through the Developer Portal, such as the Marketplace, the Community, Trial Services and any other information, product or service provided by Bosch under these Terms of Use or the Use Policy. Service Offerings do not include Services and Third-Party Content.

    Service Plan means the definition of quality attributes of a Service in terms of capacity, performance, manageability, reliability and security, which Bosch or a Third-Party Provider may offer. It also defines the (minimum) duration of a Subscription.

    Service Provider means the respective provider of a Service and the contractual partner of the Customer regarding a Subscription via the Marketplace.

    Subscription means the SaaS (Software-as-a-Service) agreement entered into via the Marketplace regarding a specific Service Plan.

    Support Service means any helpline, professional and/or maintenance service, among other things consulting services or removal of defects.

    Third-Party Content means Content made available to Customer by any third party on the Developer Portal or in conjunction with the Services. Third-Party Content includes Services offered by Third-Party Provider via the Marketplace.

    Third-Party Provider means a third party other than Bosch that provides Third-Party Content on the Developer Portal under its own name and own Account.

    Use Policy means the policy for the use of the Community located at http://developer.bosch.com/use-policy.

    User means any person or entity with Access Credentials under an Account of the Customer

  22. Applicable law and place of jurisdiction
    1. The contractual relationships between the Parties shall be governed by the laws of the Federal Republic of Germany. Application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
    2. The exclusive place of jurisdiction for any legal disputes arising from or in connection with these Terms of Use shall be Stuttgart. The same shall apply if the Customer has no general place of jurisdiction in Germany, or the Customer's domicile or regular place of residence are not known when suit is filed.
  23. Miscellaneous
    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.
    2. Customer may not assign any or all portion of its obligations without the prior written consent of Bosch, not to be unreasonably withheld.
    3. Should any provision of these Terms of Use be or become invalid or unenforceable, this shall, however, not affect the remaining provisions. Instead of the provision that is or has become invalid or unenforceable, a new reasonable provision which is permissible under the law and which comes as closest as possible to the economical intent of the original provision shall come into effect.