Terms of Service, Software Licenses and B2B Confidentiality Agreement
0. ABOUT THIS ENGLISH VERSION
This English version is provided for convenience. If there is any difference between this text and the Spanish original, the Spanish version prevails.
1. ACCEPTANCE OF B2B TERMS AND CONDITIONS
By purchasing, downloading, accessing the Customer Portal, subscribing to or installing the iGromi OS platform, its associated hardware (iGromi Edge, Bridge, Vision, etc.) and/or any software module (the "Service" or "System"), the contracting company ("the Customer") agrees to be legally bound by these Terms and Conditions.
iGromi SpA ("iGromi") provides technology exclusively for business and industrial use (B2B). If the user accepting these terms does not have the legal authority to bind their company, they must not use the Service or the Software.
2. LICENSING MODELS: SAAS VS. PERPETUAL (ONE-SHOT)
iGromi offers its technology under two strict licensing models. Neither model transfers intellectual property over the source code or the algorithms to the Customer:
a) Software as a Service (SaaS / Subscription): The Customer acquires a non-exclusive, temporary and revocable right of use, conditional on the recurring payment (monthly or annual) set out in the purchase order. The license includes ongoing technical support, minor updates (patches), major updates (Major Releases) and cloud services (where applicable). Non-payment will result in the automatic suspension of software features, remote access and AI processing, limiting the system to a local read-only state or a full lock after 30 days in arrears.
b) Perpetual License (One-Shot / On-Premise): The Customer makes a single payment for the perpetual, non-exclusive and non-transferable right to use a specific, static version of the Software (e.g. iGromi OS v1.0) installed on the designated hardware. This license DOES NOT INCLUDE future major updates (Major Releases, e.g. v2.0), new AI modules or technical support beyond the first 12 months of warranty against critical bugs, unless the Customer separately purchases an Annual Maintenance and Support Policy. iGromi will not deactivate the software for non-payment of policies, but will not guarantee its future compatibility with new operating systems or third-party protocols.
3. INTELLECTUAL PROPERTY, REVERSE ENGINEERING AND CONFIDENTIALITY
The entire ecosystem, including iGromi OS, iGromi Store modules (MES, CMMS, Forms, TV), interfaces (UI/UX), source code, database schemas, technical manuals and pre-trained Artificial Intelligence models (Machine Learning/Deep Learning) are the exclusive intellectual property of iGromi.
IT IS STRICTLY PROHIBITED TO: (i) Reverse engineer, decompile, disassemble or attempt to derive the source code of the software or hardware; (ii) Copy, extract or retrain AI models using iGromi binaries; (iii) Modify or create derivative works based on the Service; (iv) Sublicense, resell or distribute the system to unauthorized third parties.
All network architecture, integration manuals and Customer Portal documentation are considered B2B Confidential Information covered by a Non-Disclosure Agreement (NDA) implied by accepting these terms.
4. DATA OWNERSHIP AND AI TRAINING
The Customer retains full ownership of all raw data (telemetry, production, OEE, downtime) generated by its machinery and processed by iGromi.
However, by using the system, the Customer grants iGromi an irrevocable, royalty-free license to collect, anonymize and aggregate general system usage and performance metrics (excluding industrial secrets, recipes or specific product names) for the sole purpose of improving software stability, developing new protocols and optimizing the Artificial Intelligence engines ("iGromi_Engine").
5. DISCLAIMER FOR CRITICAL PROCESSES AND INDUSTRIAL SAFETY (CRITICAL)
The iGromi ecosystem (Hardware and Software) is designed strictly as an analytical tool for efficiency monitoring (OEE) and L2/L3 operational assistance.
THIS SYSTEM IS NOT FAIL-SAFE. UNDER NO CIRCUMSTANCES MAY IT BE USED FOR THE DIRECT CONTROL OF PROCESSES CRITICAL TO HUMAN OR ENVIRONMENTAL SAFETY. This includes, but is not limited to: systems regulated under SIL (Safety Integrity Level) standards, IEC 61511, safety instrumented systems (SIS), emergency stops of heavy machinery, control of critical pressure/chemical valves, unguarded collaborative robotics, or life-support systems.
iGromi SpA explicitly and fully disclaims any civil, criminal, commercial or labor liability in the event of accidents, injuries, death, damage to machinery, fires or environmental disasters arising from the Customer or its integrators using iGromi Bridge relays or iGromi Edge signals to replace or override the plant's safety PLCs.
6. LIMITATION OF LIABILITY AND INDEMNIFICATION
The Software and Hardware are provided "AS IS". iGromi does not warrant that operation will be uninterrupted or error-free, especially given unstable plant network (OT) conditions.
To the maximum extent permitted by applicable law, iGromi will not be liable for indirect damages, lost profits, lost production, lost contracts, late-delivery penalties or database corruption.
iGromi's total, cumulative liability for any claim arising from this agreement (whether in contract, tort or negligence) WILL NEVER EXCEED the total amount paid by the Customer to iGromi for the specific Software/Hardware that caused the damage during the twelve (12) months prior to the incident. The Customer agrees to indemnify and hold iGromi harmless from any third-party claim arising from the unlawful or negligent use of the system by the Customer's operators.
7. HARDWARE: INSTALLATION AND LIMITED WARRANTY
Proprietary hardware (iGromi Edge, Bridge, Vision Cam) carries a standard 12-month warranty against manufacturing defects from the shipping date.
This warranty WILL BE AUTOMATICALLY VOIDED if the hardware: (i) Is installed by unqualified personnel ignoring the official technical manual; (ii) Is damaged by electrical surges, short circuits or a missing ground in the industrial panel; (iii) Is exposed to temperature, humidity, dust or vibration beyond its IP rating (e.g. IP67 vs IP20) or data sheet specifications; (iv) Is opened, physically modified or electronically tampered with. iGromi does not cover third-party labor costs to remove or reinstall defective hardware.
8. GOVERNING LAW AND DISPUTE RESOLUTION
These Terms and Conditions are governed by and construed in accordance with the international commercial laws applicable at the principal tax domicile of iGromi SpA (Chile). Any dispute, controversy or claim will be submitted to binding commercial arbitration or, failing that, to the exclusive jurisdiction of the competent courts of the city where iGromi is headquartered, the Customer waiving any other venue that might correspond to it by reason of its present or future domicile.
This document constitutes a binding agreement. If you have questions about the applicability of these clauses in your jurisdiction or require a review by your corporate legal department (Redlining), please contact us.
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