Developers Contractual Agreement for i4FS marketplace access and use
The company Industry 4.0 Factory Solutions (i4FS) established under the laws of England, with Company Registration number 12235902, and with registered office in 37 Crewe Road, Haslington, Crewe CW1 5QR, UK, is in charge of the exploitation of the results of the EU Horizon 2020 ZDMP project and i4FS manages its marketplace and platform. The marketplace hosts all the Assets developed within the timeline of the ZDMP project and future Assets that are in line with the scope of i4FS. The marketplace provides a set of Services for downloading Assets (components, applications, etc) and for distributing free-of-charge or chargeable Assets to potential customers (eg. Manufacturers).
i4FS brings a Zero-Defect solution delivered by a complete platform of Design Time, Use Time, and Run-time so-called zComponents. These zComponents facilitate the development and sale, of zApps. Design-time components are needed to help design zApps. Use-time components are needed for managing these zApps (installing, buying, selling etc). Run-time zComponents allow for zero defect functionality within zApps.
For context, the H2020 825631Zero-Defect Manufacturing Platform project (ZDMP) developed a digital platform for connected smart factories to achieve excellence in manufacturing through zero-defect processes and products by using zero-defect core services for developing ZDMP Apps (zApps).
As i4FS takes over the legacy and the results of ZDMP, in the following of this document zComponents are i4Components and zApps are i4Apps.
In the following “DEVELOPER” is a software developer (eg. natural person) or an organization (eg. Company) willing to 1/ make use of Assets from the i4FS marketplace for the benefits of its own developments and 2/ exploit its market-ready developments through i4FS’ marketplace.
This Agreement between i4FS and DEVELOPER (hereafter “the parties”) provides an understanding of the technical, commercial and business requirements for DEVELOPER to access and use i4FS’ marketplace.
DEVELOPER is willing to use the i4FS Assets (eg. i4Components) to develop one or more components and/or applications focusing on i4Fs scope such as Zero-Defect Manufacturing (ZDM). I4FS is willing to grant DEVELOPER the access to its marketplace to make use of the available Assets and develop applications on the terms and conditions set forth in this Agreement.
Only market-ready components and applications that meet i4FS ‘s standards (alignment to i4FS scope, documentation, programming and testing requirements) can be submitted for consideration by i4FS, for acceptance by i4FS as Licensed Components and Applications (Assets are i4FS compliant) and for distribution via the marketplace. New Licensed Components and Applications developed under this Agreement can be distributed in the following ways, through:
- i4FS marketplace
- Any other Channels
Distribution of free (no charge) Applications via the i4FS marketplace will be subject to the distribution terms contained in 5.5 to this Agreement.
Distribution of Applications with fees (DEVELOPER will charge a fee) will be subject to the distribution terms contained in 5.6 to this Agreement.
1. Accepting this Agreement
To use the i4FS marketplace’ Assets and Services, DEVELOPER must first accept this Agreement. If DEVELOPER does not accept this Agreement, DEVELOPER is not permitted to use the i4FS marketplace’ Assets and Services. DEVELOPER accepts and agrees to the terms of this Agreement on its own behalf and/or on behalf of its company or legal entity as its authorized legal representative, by signing in the box at the end of this Agreement.
1.2 Definitions Whenever capitalized in this Agreement:
“Agreement” means this Contractual Agreement between i4FS and Developers for i4FS marketplace access and use.
“Application” means one or more software programs (including extensions, media, and libraries that are enclosed in a single software bundle) developed by DEVELOPER in compliance with the i4FS Software Developer Guidelines, for distribution under DEVELOPER own trademark or brand as applicable, including bug fixes, updates, upgrades, modifications, enhancements, supplements to, revisions, new releases and new versions of such software programs. Apps are end user solutions, running on cloud and/or on premise ZDMP compliant clusters/platform or distributed for local installation or both, and connected to / dependent on / including components or other application as well as any other asset required for the full installation and execution of the application. It includes datasets, AI algorithms, data transformation flows, among others as well as other code. Most usually i4Apps will use at least one Component. Despite the name ‘Apps’ this is not intended to infer only ‘mobile-like’ applications and most likely in factory settings i4Apps will not be mobile orientated by maybe – tablet, smart phone etc. Each i4App will naturally enable to at least some extent some domain feature – for example in the Zero Defect Manufacturing domain, it might be improvement/monitoring/ etc of product, process or other quality aspects. Apps can be vertically or horizontally orientated (i.e., general purposes) or vertically orientated (i.e., designed for a specific domain or business). To enable the functionality, components will include code and frontends (admin / user) and, although not compulsory, backend services and databases.
“Component” means one or more software programs (including extensions, media, and Libraries that are enclosed in a single software bundle) developed by DEVELOPER in compliance with the i4FS Software Developer Guidelines, for distribution under DEVELOPER own trademark or brand, and for specific use in i4FS as applicable, including bug fixes, updates, upgrades, modifications, enhancements, supplements to, revisions, new releases and new versions of such software programs. The component may run onPremise, InCloud, or most beneficially both. All core generic features that i4FS supports are placed into separate components so that all of the data and functions inside each component are semantically related (just as with the contents of classes). The components enable re-usability such that programmers can design and implement software, both Apps and further components, in such a way that many different programs can reuse them. The components are thus modular and are linked together via their APIs primarily through a (i4FS) message bus, although direct Component-Component connectivity is possible. Zero (none), one or many of these components can be primarily used to build Applications or secondarily further components. Given the components are tuned to the i4FS environment component, substitutability is not a primary feature for building i4Apps/Components. However, from system perspective the components are substitutable by, for example, new versions of the same components within Apps. Components are utilised by developers and not users. Whilst i4FS provides an initial set of valuable components, this set will be improved over time, dependent on demand. To enable the functionality, components will include code and the non-inclusive combination of frontends (admin / user), backends, databases, etc.
i4Platform (i4P) refers to the software with the core components running together as one system. We also have a lighter version called i4Platform Lite (i4P-l), this version is less resource heavy than i4P and is aimed at people who wish to run the platform on an average affordable machine.
Core components are the base components which make up the i4Platform, they can be used by the i4P and the i4P-l. Core components include: Portal, Secure Authentication, Marketplace, Storage, Secure Installation, Application Run-Time, Message and Bus (and API Gateway).
“End User License Agreement (EULA)” are agreements in place at DEVELOPER for the use of its Components and Applications by the end users. DEVELOPER has to specify its own types of licenses.
“i4FS COMMISSION”. The commission i4FS takes on any purchase on any model via the marketplace – in this agreement 15% of the net price.
“i4FS Data Policy Privacy” compiles all the issues related to i4FS Privacy and Data Protection Policy. i4FS Data Policy Privacy is available here.
“i4FS Documentation” is the documentation related to i4FS that includes the i4FS Data Policy Privacy and the i4FS Software Developer Guidelines.
“i4FS Software Developer Guidelines” means any technical or other specifications or documentation that i4FS may provide to DEVELOPER to perform its developments and ensure focus. i4FS Software Developer Guidelines are available here.
“i4FS marketplace Assets and Services” include all assets available in the market place (Components, Applications) and services (eg. Cloud hosting).
zApp means Software implemented to fulfil the technical and functional requirements of a specific use case. It can be modular, including one or more of the following assets: web applications, datasets, AI models and other executable files. The assets can be deployed on a ZDMP platform or downloaded for local use.
Dependent components mean those enabling technologies and software modules developed by the ZDMP consortium (and third parties) that are required by a zApp to be fully functional. Dependencies must be reachable and usable from the ZDMP platform where the zApp is deployed (on-premises deployment).
“Licensed Component (i4Component)” or “Licensed Application (i4App)” means a Component or an Application that (a) meets and complies with all of the i4FS Documentation (i4FS Software Developer Guidelines and i4FS Data Policy Privacy), and (b) has been selected by i4FS for distribution, and includes any additional permitted functionality, content or services provided by DEVELOPER.
2. Appointment of i4FS as Agent and/or Commissionaire
2.1 DEVELOPER hereby appoints i4FS as:
(i) its agent for the marketing and delivery of the Licensed Components and Applications to end-users located in regions (European Union, UK and in other geographical zones) identified by DEVELOPER. DEVELOPER hereby acknowledges that i4FS will market and make the Licensed Components and Applications available for download by end-users, through its marketplace.
(b) “end-user” includes individual purchasers, eg. manufacturers, but also other software developers.
2.2 In furtherance of i4FS ’s appointment under Section 2.1, DEVELOPER hereby authorizes and instructs i4FS to:
(a) market, solicit and obtain orders on its behalf for Licensed Components and Applications from end-users located in the regions (geographical zones) identified by DEVELOPER;
(b) provide hosting services to end users upon request, in order to allow for the storage of, and end-user access to, the Licensed Components and Applications and to enable end user hosting of such Licensed Components and Applications;
(c) make copies of, format, and otherwise prepare Licensed Components and Applications for acquisition and download by end-users.
2.3 The parties acknowledge and agree that their relationship is, and shall be, that of principal and agent and/or commissionaire (in case of not-free-of-charge licensed Components and Applications), and that DEVELOPER, as principal, is, and shall be, solely responsible for any and all claims and liabilities involving or relating to, the Licensed Components and Applications.
2.4 The parties acknowledge and agree that DEVELOPER’s appointment of i4FS as its agent/commissionaire, as the case may be, is non-exclusive*. DEVELOPER hereby represents and warrants that DEVELOPER owns or controls the necessary rights in order to appoint i4FS as its agent and/or commissionaire for the delivery of its Licensed Components and Applications, and that the fulfilment of such appointment by i4FS shall not violate or infringe the rights of any third party, except where additional contracts may be in place – for example ZDMP Project subcall obligations.
3. DEVELOPER’s obligations
DEVELOPER certifies to i4FS and agrees that:
(a) DEVELOPER is of the legal age of majority in the jurisdiction in which DEVELOPER resides (at least 18 years of age in many countries or regions) to have the right and authority to enter into this Agreement on its own behalf, or if DEVELOPER is entering into this Agreement on behalf of its company, educational institution or organization, that DEVELOPER has the right and authority to legally bind such entity or organization to the terms and obligations of this Agreement;
(c) DEVELOPER will comply with the terms of and fulfil its obligations under this Agreement, including following i4FS Software Developer Guidelines and obtaining any required consents for its Authorized Developers’ use of i4FS ’s marketplace Assets, and DEVELOPER agrees to monitor and be fully responsible for all such use by its Authorized Developers (developers operating under DEVELOPER’s umbrella) and their compliance with the terms of this Agreement;
(d) DEVELOPER will be solely responsible for all costs, expenses, losses, and liabilities incurred, and activities undertaken by DEVELOPER and its Authorized Developers in connection with the i4FS marketplace Assets and services, its related development and distribution efforts, including, but not limited to, any related development efforts, network and server equipment, Internet service(s), or any other hardware, software or services used by DEVELOPER in connection with its use of any services;
(e) DEVELOPER represents and warrants that it owns or controls the necessary rights in order to appoint i4FS for the delivery of its Licensed Components and Applications; and
(f) DEVELOPER will not act in any manner which conflicts or interferes with any existing commitment or obligation DEVELOPER may have and no agreement previously entered into by DEVELOPER will interfere with the performance of its obligations under this Agreement.
3.2 Use of the i4FS’s marketplace Assets and Services and Restrictions
Subject to the terms and conditions of this Agreement, i4FS hereby grants DEVELOPER a limited, non-exclusive, personal, revocable, non-sublicensable and non-transferable license (as defined by the owner of the Asset) to use the i4FS marketplace Assets internally by DEVELOPER or its Authorized Developers for the sole purpose of developing or testing Components or Applications designed to operate in i4FS sectors, except as otherwise expressly permitted in this Agreement;
DEVELOPER will follow the license scheme defined by the owner of the asset, eg. Number of users who can use the Asset: 1, 10, etc
3.3 Upload Components and Application on the i4FS marketplace
To upload its Components and Application on the i4FS ’marketplace, DEVELOPER must follow the Technical Requirements that are described in a separate document entitled “Guideline to publish i4Comp/i4App in the i4FS marketplace” which can be found on the Human Collaboration Hub (HCE) Gitlab marketplace thread (see this link).
As a condition to using the i4FS ’s marketplace Assets and Services, DEVELOPER agrees that:
(a) DEVELOPER will use the i4FS ’s marketplace Assets and Services only for the purposes and in the manner expressly permitted by this Agreement and in accordance with all applicable laws and regulations;
(b) DEVELOPER will not use the i4FS ’s marketplace Assets and Services: (1) for any unlawful or illegal activity, nor to develop any Component or Application, which would commit or facilitate the commission of a crime, or other tortious, unlawful or illegal act; (2) to threaten, incite, or promote violence, terrorism, or other serious harm; or (3) to create or distribute any content or activity that promotes child sexual exploitation or abuse;
(c) DEVELOPER Components and Applications will be developed in compliance with the current (at the time of the development) i4FS Documentation;
(d) To the best of DEVELOPER knowledge and belief, DEVELOPER’s Components and Applications do not and will not violate, misappropriate, or infringe any i4FS or third-party copyrights, trademarks, rights of privacy and publicity, trade secrets, patents, or other proprietary or legal rights (eg. logo rights, third party data rights, etc. for content and materials that may be included in DEVELOPER Application);
(e) DEVELOPER will not, through use of the i4FS ’s marketplace Assets and Services, create any Component and Application or other code or program that would: (1) disable, hack, or otherwise interfere with the Security of the marketplace, or enable others to do so; or (2) violate the security, integrity, or availability of any user, network, computer or communications system;
(f) DEVELOPER will not, directly or indirectly, commit any act intended to interfere with any of the i4FS ’s marketplace Assets and Services, the intent of this Agreement, or i4FS ’s business practices including, but not limited to, taking actions that may hinder the performance or intended use of the marketplace, or this Agreement (eg., submitting fraudulent reviews of DEVELOPER’s own Application or any third party application, choosing a name for DEVELOPER’s Application that is substantially similar to the name of a third party application in the marketplace in order to create consumer confusion, or squatting on application names to prevent legitimate third party use). Further, DEVELOPER will not engage, or encourage others to engage, in any unlawful, unfair, misleading, fraudulent, improper, or dishonest acts or business practices relating to DEVELOPER’s Components and Applications (eg., engaging in bait-and-switch pricing, consumer misrepresentation, deceptive business practices, or unfair competition against other developers).
3.4 Documentation Requirements
3.4.1 Adherence to i4FS Documentation
Any Component or Application that will be submitted to the i4FS marketplace, must be developed in compliance with the current (at that time) i4FS Software Developer Guidelines.
3.4.2 Adherence to all applicable criminal, civil and statutory laws and regulations
Components and Applications must comply with all applicable criminal, civil and statutory laws and regulations, including those in any jurisdictions in which DEVELOPER’s Components and Applications may be offered or made available. Components and Applications must comply with all applicable privacy and data collection laws and regulations with respect to any collection, use or disclosure of user data (including user’s location data), or device data (eg., a user’s IP address, the name of the user’s device, and any installed apps associated with a user); Components and Applications may not be designed or marketed for the purpose of harassing, abusing, spamming, stalking, threatening, or otherwise violating the legal rights (such as the rights of privacy and publicity) of others;
3.4.3 Content and Materials
If DEVELOPER’s Components and Applications include or will include any other content, DEVELOPER must either own all such content or have permission from the content owner to use it in its Components and Applications. Applications may be rejected if they contain content or materials of any kind (text, graphics, images, photographs, sounds, etc.) that in i4FS ’s reasonable judgment may be found objectionable or inappropriate, for example, materials that may be considered obscene, pornographic, or defamatory. If DEVELOPER’s Components and Applications include any Free and Open-Source Software (FOSS), DEVELOPER agrees to comply with all applicable FOSS licensing terms, eg. GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), Netscape Public License, BSD licenses, Common Public License, Sun Binary Licenses, Apache Licenses, …
3.4.4 Regulatory Compliance
DEVELOPER will fulfil any applicable regulatory requirements, including full compliance with all applicable laws, regulations, and policies related to the manufacturing, marketing, sale and distribution of DEVELOPER’s Components and Applications in Europe and UK, and the laws, regulations and policies of any other applicable regulatory bodies in any countries, territories, or regions where DEVELOPER use or make its Components and Applications available. If DEVELOPER’s Components and Applications does not follow such regulatory requirements, i4FS may remove DEVELOPER’s Components and Applications from distribution.
DEVELOPER can exercise the rights of access, rectification, consent revocation, erasure, restriction, objection or portability by contacting the data controller (i4FS).
In the event that DEVELOPER receives any personal data (as defined by the GDPR) from i4FS, it shall ensure that it fully complies with the personal data regulation applicable (eg. GDPR, UK-GDPR) and only deals with the data to fulfil its obligations under this Agreement. DEVELOPER shall not attempt to re-identify the data subjects to which the data relates and commits not to make any un-authorised use of personal data.
DEVELOPER may act under the supervision of the data controller identified above. This is the case in particular for determining why personal data should be processed, what categories of data may be processed, who will have the right to access the data, and how the data subject may exercise its rights.
DEVELOPER must put in place appropriate technical and organisational security measures to address the risks inherent to data processing and:
Prevent unauthorized people from accessing computer systems that process personal data, and especially the:
- Unauthorized reading, copying, alteration or removal of storage media
- Unauthorized data input, disclosure, alteration, or deletion of stored personal data
- Unauthorized use of data-processing systems by means of data transmission facilities
- Ensure that a data-processing system’s authorized users can access only the personal data to which its access right refer;
- Record which personal data have been communicated by DEVELOPER, when and to whom;
- Ensure that personal data being processed on behalf of third parties can be processed only in the manner prescribed by i4FS;
- Ensure that, during communication of personal data and transport of storage media, the data cannot be read, copied or deleted without authorization;
- Prevent unauthorized people from accessing computer systems that process personal data, and especially the:
3.6 Other contractual obligations
Protection mechanisms to avoid redistribution of DEVELOPER’s developments are under DEVELOPER’s responsibility.
DEVELOPER will manage new releases and versions of its development, eg. support the distribution of new releases and versions and patching. The marketplace will hold new releases or versions of the Assets. A user interface (“business dashboard”) will maintain the business status of each user, eg. Which license is currently used by each user (eg. Manufacturers, Developers) and expiry date of the license. Users will be informed of the new releases and versions of Assets.
4. Submission and Selection of Components and Applications
4.1 Submission to i4FS marketplace for Distribution
DEVELOPER may submit its Components and Applications for consideration by i4FS for distribution via the marketplace once DEVELOPER has decided that its Components and Applications have been adequately tested and are complete, following the instructions provided in the i4FS Software Developer Guidelines. By submitting its Components and Applications, DEVELOPER represents and warrants that its Components and Applications comply with the i4FS Documentation then in effect as well as with any additional guidelines that i4FS may post on the web portal.
DEVELOPER must state in the EULA its name and address, and the contact information (telephone number; E-mail address) to which any end-user questions, complaints or claims with respect to the Licensed Component and Application should be directed.
All Components and Applications will be delivered by DEVELOPER to i4FS using the mechanisms in place at the marketplace, as prescribed by i4FS.
DEVELOPER hereby certifies that all of the Components and Applications delivered to i4FS are authorized for export to UK/Europe and each of the regions designated by DEVELOPER, in accordance with the requirements of all applicable laws.
DEVELOPER further represents and warrants that all versions of the Components and Applications delivered to i4FS are not subject to the International Traffic in Arms Regulations and are not designed, made, modified or configured for any military end users or end uses.
DEVELOPER certifies that (i) none of the Components and Applications contains, uses or supports any data encryption or cryptographic functions; or (ii) in the event that any Component or Application contains, uses or supports any such data encryption or cryptographic functionality. DEVELOPER acknowledges that i4FS is relying upon DEVELOPER certification in Export Regulations, in allowing end-users to access and download the Components and Applications.
DEVELOPER agrees to cooperate with i4FS in this submission process and to answer questions and provide information and materials reasonably requested by i4FS regarding its submitted Component or Application, including insurance information DEVELOPER may have relating to its Components and Applications, the operation of its business, or its obligations under this Agreement.
DEVELOPER must follow the “Guideline to publish i4Comp/i4App in the i4FS marketplace” which can be found on the HCE Gitlab marketplace thread (link). In particular the Component or Application uploaded must be virus checked.
4.2 Type of software license
DEVELOPER has the option to select the type of Software license type to be used for its Component or Application: Open source, Proprietary, Other.
- DEVELOPER does not release the source code
In the case of DEVELOPER decides not to release the source code, DEVELOPER will be responsible of the correct functioning of its assets and assumes the consequences of any error that can occur in the functioning of its assets, eg. repair bugs.
- DEVELOPER accepts to release the source code
In the case DEVELOPER accepts to release its source code, i4FS can review if the code is compliant with i4FS Software Guidelines.
DEVELOPER understands and agrees that if it submits its Components and Applications to i4FS for distribution via the marketplace, i4FS may, in its sole discretion:
(a) determine that the Component or Application does not meet all or any part of the i4FS Documentation then in effect;
(b) reject the Component or Application for distribution, even if the Component or Application meets the i4FS Software Developer Guidelines; or
(c) select and accept the Component or the Application for distribution via the marketplace.
DEVELOPER further agree that it will not attempt to hide, misrepresent or obscure any features, content, services or functionality in submitted Components and Applications from i4FS ‘s review or otherwise hinder i4FS from being able to fully review such Components and Applications. In order to comply with this obligation the DEVELOPER will not be required by i4FS to release the source code of its Components and Applications unless it is open source.
Similarly, all bug fixes, updates, upgrades, modifications, enhancements, supplements to, revisions, new releases and new versions of Components and Applications must be submitted to i4FS for review in order for them to be considered for distribution via i4FS marketplace. Such review excludes review of source code of Components and Applications unless it is open source.
4.3 Licensed Component and Application
A Component or Application accepted by i4FS becomes a Licensed Component or Licensed Application. Licensed Components and Applications will be hosted on the i4FS marketplace free of charge for i4FS.
The license granted to the end-user for the Licensed Component and Application must be limited to a non-transferable license and non-sublicensable to use the Licensed Component and Application on cloud or on any infrastructure the end-user owns or controls (on premise) and as permitted by the DEVELOPER’s EULA.
i4FS shall not be responsible for any costs, expenses, damages, losses (including without limitation lost business opportunities or lost profits) or other liabilities DEVELOPER may incur as a result of its Component or Application development or use of the marketplace Assets or Services, including without limitation the fact that the Component or the Application may not be selected for distribution via the marketplace. DEVELOPER will be solely responsible for developing Components and Applications that are safe, free of defects in design and operation, and comply with applicable laws and regulations. DEVELOPER will also be solely responsible for any documentation and end-user customer support and warranty for such Components and Applications. The fact that i4FS may have reviewed, tested, approved or selected a Component or an Application will not relieve DEVELOPER of any of these responsibilities.
It is up to DEVELOPERS to provide any Updates to their Components and Applications. i4FS is not obligated to provide any maintenance, technical or other support for the DEVELOPERS Components and Applications.
i4FS will announce or make available any Updates on the marketplace to anyone in the future. It is up to DEVELOPERS to check the status of new Updates available in the marketplace.
4.5 DEVELOPER’s decision on submitting their assets on the marketplace
i4FS works with many application and software developers and some of their products may be similar to or compete with DEVELOPER’s Applications.
To avoid potential misunderstandings, DEVELOPER is encouraged to realize a survey of existing Assets in the marketplace to determine any competition and make the appropriate choice to submit the application or not.
5. Distribution of Licensed Components and Applications
5.1 Delivery via i4FS marketplace
If DEVELOPER’s Component or Application qualifies as a Licensed Component or Licensed Application, it is eligible for delivery to end-users via the i4FS marketplace.
Marketplace products can be deployed (once purchased) in only two ways.
- Via the i4FS Platform in the Cloud
- Via the platform instance on-customer-premises
The i4FS marketplace will be accessed by developers and end users (potential customers) after creating an account and signing on through the i4FS Portal.
The Agreement does not give i4FS any ownership interest in DEVELOPER’s Components and Applications. The parties acknowledge and agree that i4FS shall not acquire any ownership interest in or to any of the Licensed Components and Applications, and title, risk of loss, responsibility for, and control over the Licensed Components and Applications shall, at all times, remain with DEVELOPER.
Assets of the marketplace are owned by the DEVELOPERS that have produced those Assets. DEVELOPER will own the outputs of their activity (eg. Apps, components, validation results, testing methodologies, and/or integrated services) and will be free to exploit them across their business (see limitations in 5.7).
5.3 Intellectual Property Rights and Dependent Components
In order for a DEVELOPER’s application to function, it may (will) be dependent on a number of i4Components and also (perhaps) some other i4components. These are collectively termed ‘dependent components. Many of these will be open source and/or free to use. Nevertheless, DEVELOPER will need to specify in full all the dependent components that its application requires in the manifest file attached to its App (see the “Guideline to publish i4Comp/i4App in the i4FS marketplace” (link)).
It is possible that some of these core and additional components may have IPR restrictions and/or costs associated with them. DEVELOPER should use this info to fix its price (if pricing conditions apply).
The i4FS marketplace will make customers visible of all the dependent components attached to DEVELOPER’s application before purchase. The price to the customer (if any pricing conditions) shall include the agreements DEVELOPER has with the components it uses.
IPR matters will be addressed in the licences DEVELOPER specifies for its application.
DEVELOPER and the end-user must acknowledge that, in the event of any third-party claim that the Licensed Component or Application or the end-user’s possession and use of that Licensed Component or Application infringes that third party’s intellectual property rights, DEVELOPER, not i4FS, will be solely responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claim.
5.4 Delivery of the Licensed Components and Applications to End Users and end-user licensing
DEVELOPER acknowledges and agrees that i4FS, in the course of acting as agent and/or commissionaire for DEVELOPER, is hosting, or may enable authorized third parties (eg. the end user itself) to host, the Licensed Components and Application(s), and is allowing the distribution of those Licensed Components and Application(s) to end-users, on DEVELOPER’s behalf.
DEVELOPER may deliver to i4FS its own EULA for any Licensed Application at the time that DEVELOPER deliver that Licensed Component or Application to i4FS; provided, however, that DEVELOPER’s EULA must comply with all applicable laws in all regions where DEVELOPER wishes i4FS to allow end-users to download that Licensed Component or Application. i4FS shall enable each end-user to review DEVELOPER’s EULA (if any) at the time that i4FS delivers that Licensed Component or Application to that end-user, and i4FS shall notify each end-user that the end-user’s use of that Licensed Component or Application is subject to the terms and conditions of DEVELOPER’s EULA (if any). DEVELOPER hereby acknowledges that the EULA for each of the Licensed Components and Applications is solely between DEVELOPER and the end-user and conforms to applicable law, and i4FS shall not be responsible for, and shall not have any liability whatsoever under, any EULA or any breach by DEVELOPER or any end-user of any of the terms and conditions of any EULA.
5.5 Delivery of Free Licensed Applications via i4FS marketplace
DEVELOPER can choose to deliver its Licensed Component or Licensed Application to end-users for free (no charge) via the i4FS marketplace, then DEVELOPER appoints i4FS as a legal agent designated for free-of-charge applications.
Licensed Components and Applications delivered by DEVELOPER to i4FS as free-of-charge shall be made available by i4FS for download by end-users at no charge. i4FS shall have no duty to collect any fees for the free-of-charge Licensed Components and Applications for any end-user and shall have no payment obligation to DEVELOPER with respect to any of those Licensed Components and Applications.
5.6 Delivery of Fee-Based Licensed Components or Applications
If a DEVELOPER’s Component or Application qualifies as a Licensed Component or Licensed Application and DEVELOPER intends to charge end-users a fee of any kind for its Licensed Component or Licensed Application, the i4FS marketplace currently supports the following revenue streams:
- One-time-purchase model
- Subscription model: eg. monthly or yearly
- Trial-period model: eg. for 3 months
The DEVELOPER will decide on the Licensed Applications’ and/or Licensed Components’ model (revenue stream) and price (applicable fee).
In case of using sub-components that are not free-of-charge, it is the responsibility of DEVELOPER to negotiate with the owners of the sub-components and establish a final price for the Asset to be published on the i4FS marketplace. The price provided by the DEVELOPER owner of an Asset (Component and Application) therefore includes the results of any negotiation made between DEVELOPER and the owners of the sub-components used for the development of its Asset.
i4FS will charge the end-users (eg. manufacturers) the fees applicable to the Licensed Component or Application they purchase.
i4FS will take a commission (I4FS_COMMISSION as defined in definitions) of any sales made by DEVELOPER through any of the revenue streams available to DEVELOPER. Accounting for this will be handled by i4FS and the i4FS marketplace. Any tax payments necessary will be added to the purchase price (eg. VAT) and i4FS or DEVELOPER will have the duty of paying their relevant VAT portions.
When a sale transaction is made effective (eg. a manufacturer purchases a particular Component or Application from a DEVELOPER), i4FS will pay the corresponding amount to DEVELOPER (the fees paid by the end-users minus the I4FS_COMMISSION) via the payment scheme selected when DEVELOPER registered in the platform. The payments are made to the DEVELOPER within 30 days after the transaction was made effective (within 30 days after customer’s payment).
The i4FS marketplace will provide a user interface with a business dashboard to check the updated ‘business state’ (eg. subscription state / payment state / subscription expiry date etc.) of a customer of DEVELOPER. The decision making and the logic to implement upon retrieving the business state is left to application owner (eg. How to react if a licence is expired, if a payment is missed etc.). The reaction should include stopping the service provisioning as/when appropriate, eg. automatically stop the services after the license is expired. When a License is about to expire, the organizations having a subscription to the License will automatically be informed 30 days before the expiry date (via email). The organization can decide whether to renew the License or not. The renewal of subscription is left to the application’s owner.
When registering a new Component or App, the DEVELOPER will specify the dependencies (eg. as part of the manifest file in HCE Gitlab) with regard to other Components used that have been developed by other DEVELOPERS. The marketplace will provide a dashboard with information such as sales/statistics of their Component or Apps, eg. number of instances of a component that have been sold to / are used by MANUFACTURERS.
5.7 Considerations and limitations for Distribution
DEVELOPER agrees to distribute its Licensed Components and Applications in accordance with the terms of this Agreement.
DEVELOPER may distribute its Components and Applications through its other channels.
MANUFACTURER can buy a number of licences (that can be linked to the number of users, the number of equipment/tool or anything else). Depending on the scenario in place at the MANUFACTURER, one or more instances of the software will be properly set up accordingly to the number of licences requested. The DEVELOPER will configure the software to comply with what the MANUFACTURER purchase. Example: MANUFACTURER downloads one license that allows him to run the software on 3 pieces of similar equipment.
i4FS does not undertake an obligation to monitor the use of the Assets or their content. If i4FS becomes aware and determines in its sole discretion that an Asset or any portion thereof (a) violates any applicable law; (b) violates this Agreement, applicable policies, or other terms of service, as may be updated by i4FS from time to time; (c) violates terms of distribution agreements with device manufacturers and Authorized Providers; or (d) creates potential liability for, or may have an adverse impact on, i4FS or Authorized Providers (for example, if an Asset has an adverse economic, reputational or security-related impact); then i4FS may reject, remove, suspend, limit the visibility of an Asset on i4FS marketplace, or reclassify the Asset. i4FS reserves the right to suspend and/or ban any Asset from i4FS marketplace as described in this Section. If DEVELOPER’s Asset contains elements that could cause serious harm to user devices or data, i4FS reserves the right to disable the Asset from the marketplace. If DEVELOPER’s Asset is rejected, removed, or suspended from i4FS marketplace pursuant to this Section, then i4FS may withhold payments due to DEVELOPER. If the payment withholding is later on proven to be unjustified, i4FS shall pay the withhold payments to the DEVELOPER in a reasonable period of time.
6. Maintenance and Support
DEVELOPER must be solely responsible for providing any maintenance and support services with respect to the Licensed Component and Application, as specified in the EULA, or as required under applicable law.
DEVELOPER and the end-user must acknowledge that DEVELOPER, not i4FS , is responsible for addressing any claims of the end-user or any third party relating to the Licensed Component or Application or the end-user’s possession and/or use of that Licensed Component or Application, including, but not limited to: (i) product liability claims; (ii) any claim that the Licensed Component or Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. The EULA may not limit DEVELOPER’ liability to the end-user beyond what is permitted by applicable law.
DEVELOPER and the end-user must acknowledge that i4FS has no obligation whatsoever to furnish any maintenance and support services with respect to the Licensed Component and Application.
DEVELOPER and end users have the possibility to receive 1st level support from i4FS (eg. firstname.lastname@example.org, live chat option on the platform), to report mistakes on the platform and establish dialogue with i4FS maintenance team:
- In case of malfunction of i4FS marketplace or platform
- What happens to my data after the trial period
- Other cases that may occur
7. Changes to i4FS Software Developer Guidelines or Terms
i4FS may change its i4FS Software Developer Guidelines (Document, Programming and Testing guidelines) or the terms of this Agreement at any time. New or modified guidelines will not retroactively apply to Components Applications already in distribution via the marketplace; In order to continue using i4FS ’s marketplace and Services, DEVELOPER must accept and agree to the new Software Guidelines. After a period of 60 days of submission of new or modified Software Developer Guidelines, all Components and Applications have to be in compliance with the new or modified guidelines before being uploaded on the marketplace. DEVELOPER agrees that its future Components and Applications will be in compliance with the new or modified guidelines after this period of 60 days and before they are uploaded on the marketplace. If DEVELOPER does not agree to new guidelines or new terms, its use of the marketplace will be suspended or terminated by i4FS.
8.1 Information Deemed i4FS Confidential
Both i4FS and DEVELOPER agree to maintain the commercial terms of this agreement confidential.
Confidential Information will not include:
(i) information that is generally and legitimately available to the public through no fault or breach of DEVELOPER,
(ii) information that is generally made available to the public by i4FS,
(iii) information that is independently developed by DEVELOPER without the use of any i4FS Assets or Confidential Information,
(iv) information that was rightfully obtained from a third party who had the right to transfer or disclose it to DEVELOPER without limitation, or
(v) any FOSS included in the i4FS Assets and accompanied by licensing terms that do not impose confidentiality obligations on the use or disclosure of such FOSS.
8.2 Obligations Regarding i4FS Confidential Information
DEVELOPER agrees to protect i4FS Confidential Information using at least the same degree of care that DEVELOPER uses to protect its own confidential information of similar importance, but no less than a reasonable degree of care.
DEVELOPER agrees to use i4FS Confidential Information solely for the purpose of exercising its rights and performing its obligations under this Agreement and agree not to use i4FS Confidential Information for any other purpose, for its own or any third party’s benefit, without i4FS ‘s prior written consent. DEVELOPER further agrees not to disclose or disseminate i4FS Confidential Information to anyone other than: (i) those of its employees and contractors, or those of its faculty and staff if DEVELOPER is an educational institution, who have a need to know and who are bound by a written agreement that prohibits unauthorized use or disclosure of the i4FS Confidential Information; or (ii) except as otherwise agreed or permitted in writing by i4FS. DEVELOPER may disclose i4FS Confidential Information to the extent required by law, provided that DEVELOPER take reasonable steps to notify i4FS of such requirement before disclosing the i4FS Confidential Information and to obtain protective treatment of the i4FS Confidential Information.
8.3 Press Releases and Other Publicity
DEVELOPER may make, and is encouraged to make press releases on use of the i4FS marketplace or positive business activity on it. The DEVELOPER may not make any other public statements regarding this Agreement, its terms and conditions, or the relationship of the parties without i4FS ’s express prior written approval, which may be withheld at i4FS ’s discretion or unless a statutory necessity.
To the extent permitted by applicable law, DEVELOPER agrees to indemnify and hold harmless, and upon i4FS ’s request, defend, i4FS , its directors, officers, employees, independent contractors and agents (each an “i4FS Indemnified Party”) from any and all claims, losses, liabilities, damages, taxes, expenses and costs, including without limitation, attorneys’ fees and court costs (collectively, “Losses”), incurred by an i4FS Indemnified Party and arising from or related to any of the following:
(i) its breach of any obligation or warranty in this Agreement;
(ii) any claims that its Licensed Components and Applications or the distribution, sale, offer for sale, use or importation of its Licensed Components and Applications violate or infringe any third-party intellectual property or proprietary rights;
(iii) any claims, including but not limited to any end-user claims, regarding its Licensed Components and Applications.
DEVELOPER acknowledges that neither the i4FS marketplace Assets nor any Services are intended for use in the development of Components and Applications in which errors or inaccuracies in the content, functionality, services, data or information provided by any of the foregoing or the failure of any of the foregoing, could lead to death, personal injury, or severe physical or environmental damage, and, to the extent permitted by law, DEVELOPER hereby agrees to indemnify, defend and hold harmless each i4FS Indemnified Party from any Losses incurred by such i4FS Indemnified Party by reason of any such use.
In no event may DEVELOPER enter into any settlement or like agreement with a third party that affects i4FS ‘s rights or binds i4FS in any way, without the prior written consent of i4FS.
DEVELOPER must be solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. The EULA must provide that, in the event of any failure which cannot be remedied of the Licensed Component or Application to conform to any applicable warranty, the end user may notify i4FS , and may refund the purchase price for the Licensed Component or Application to that end-user; and that, to the maximum extent permitted by applicable law, i4FS will have no other warranty obligation whatsoever with respect to the Licensed Component or Application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be DEVELOPER’s sole responsibility.
The i4FS marketplace may contain inaccuracies or errors that could cause failures or loss of data and it may be incomplete. For this reason, i4FS reserves the right to remove any Component, Application or Service at any time without notice from the marketplace. In no event will i4FS be liable for the removal of or disabling of such Assets. i4FS may also impose limits on the use of or access to certain Services, or may remove the Services for indefinite time periods, or cancel the Services at any time, and in any case and without notice. To the maximum extent permitted by applicable law, DEVELOPER expressly acknowledge and agree that use of the i4FS marketplace is at the sole DEVELOPER’s risk and that the entire risk as satisfactory quality, performance, accuracy and effort is with DEVELOPER. The i4FS marketplace is provided “as is” and “as available”, with all faults and without warranty of any kind and i4FS hereby disclaims all warranties and conditions with respect to the i4FS marketplace software towards the DEVELOPER.
Notwithstanding the previous paragraph, i4FS shall not suspend or disable access to Components and Applications with regards of the end-users who hold the right to use such Components and Applications when such are deployed via i4FS platform. In these cases, i4FS will continue providing the Component/Application deployment services to the concerned end-users until their right (usually subscription-based) expires.
11. Responsibility and Liability
i4FS shall have no responsibility for the installation and/or use of any of the Licensed Components and Applications by any end-user. DEVELOPER shall be solely responsible for any and all product warranties, end-user assistance and product support with respect to each of the Licensed Components and Applications.
DEVELOPER shall be solely responsible for, and i4FS shall have no responsibility or liability whatsoever with respect to, any and all claims, suits, liabilities, losses, damages, costs and expenses arising from, or attributable to, the Licensed Components and Applications and/or the use of those Licensed Components and Applications by any end-user, including, but not limited to: (i) claims of breach of warranty, whether specified in the EULA or established under applicable law; (ii) product liability claims; and (iii) claims that any of the Licensed Components and Applications and/or the end-user’s possession or use of those Licensed Components and Applications infringes the copyright or other intellectual property rights of any third party.
To the extent not prohibited by appliable law, in no event will i4FS be liable towards DEVELOPER for personal injury, or any incidental, special, indirect, consequential or punitive damages whatsoever, including, without limitation, damages for loss of profits, loss of data, business interruption or any other commercial damages or losses, arising out of this agreement, DEVELOPER’s use or inability to use i4FS’s marketplace Assets, or its development efforts or use of the i4FS marketplace, however caused, warrant, negligence, products liability, even if i4FS has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any remedy.
In no event shall i4FS’s total liability under this Agreement for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty euros (50€).
The liability of either Party for any breach of this Agreement shall not extend to incidental indirect or consequential damages or losses, including (without limitation) any loss of profits, loss of goodwill, loss of revenue, loss of data, loss of contracts or opportunity, whether direct or indirect, even if the party bringing the claim has advised the other of the possibility of those losses, or if were within the other party’s contemplation.
12. General Legal Terms
Any legal communication or request concerning this Agreement shall identify the nature and details of the request or communication and be submitted to the following addresses:
Industry 4.0 Factory Solutions (i4FS)
37 Crewe Road, Haslington
CREWE, CW15QR (UK)
The contact details included by DEVELOPER when registering on the i4FS platform.
All communication shall be in English.
All notices to i4FS relating to this Agreement will be deemed given
(a) when delivered personally,
(b) three business days after having been sent by commercial overnight carrier with written proof of delivery, and
(c) five business days after having been sent by first class or certified mail, postage prepaid, to this i4FS address:
Industry 4.0 Factory Solutions (i4FS)
37 Crewe Road, Haslington
CREWE, CW15QR (UK)
DEVELOPER consent to receive notices by email and agree that any such notices that i4FS sends DEVELOPER electronically will satisfy any legal communication requirements. A party may change its email or mailing address by giving the other written notice as described above.
If a court of competent jurisdiction finds any clause of this Agreement to be unenforceable for any reason, that clause of this Agreement shall be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. However, if applicable law prohibits or restricts DEVELOPER from fully and specifically complying with, or appointing i4FS as distributor via the marketplace, or prevents the enforceability of any of the clauses of this Agreement, this Agreement will immediately terminate and DEVELOPER must immediately discontinue any use of the i4FS marketplace.
12.4 Dispute Resolution
The parties shall endeavour to settle their disputes amicably. Governing Law for any litigation or other dispute resolution between DEVELOPER and i4FS arising out of or relating to this Agreement will take place in the UK. The place of arbitration shall be England. The arbitration shall be conducted in English.
12.5 Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the use of the i4FS marketplace Assets and Services. This Agreement may be modified only:
(a) by a written amendment signed by both parties, or
(b) to the extent expressly permitted by this Agreement (for example, by i4FS by written or email notice to DEVELOPER).
13. Term and Termination
The Term of this Agreement shall extend until the one (1) year anniversary of the original activation date of its signature. Thereafter, the term will automatically renew for successive one (1) year terms, unless sooner terminated in accordance with this Agreement.
This Agreement and all rights and licenses granted by i4FS hereunder and any services provided hereunder will terminate, effective immediately upon notice from i4FS:
(a) if DEVELOPER or any of its Authorized Developers fail to comply with any term of this Agreement other than those set forth below and fail to cure such breach within 30 days after becoming aware of or receiving notice of such breach;
(b) if DEVELOPER or any of its Authorized Developers fail to comply with the terms of Section 9 (Confidentiality);
(c) in the event of the circumstances described in the subsection entitled “Severability” below;
(d) if DEVELOPER becomes insolvent, fails to pay its debts when due, dissolves or ceases to do business, files for bankruptcy, or have filed against DEVELOPER a petition in bankruptcy;
(e) if DEVELOPER or any entity or person that directly or indirectly controls DEVELOPER, or is under common control with DEVELOPER, are or become subject to sanctions or other restrictions in the countries or regions available for i4FS marketplace; or
(f) if DEVELOPER engages, or encourages others to engage, in any misleading, fraudulent, improper, unlawful or dishonest act relating to this Agreement, including, but not limited to, misrepresenting the nature of its Component or Application (eg. hiding or trying to hide functionality from i4FS ’s review, falsifying consumer reviews for its Component or Application, engaging in payment fraud, etc.).
The termination shall be effective after the communication notified to the DEVELOPER.
Either party may terminate this Agreement for its convenience, for any reason or no reason, effective 30 days after providing the other party with written notice of its intent to terminate.
13.3 Effect of Termination
In the event that DEVELOPER no longer has the legal right to distribute the Licensed Components and Applications, or to authorize i4FS to allow access to those Licensed Components and Applications by end-users, in accordance with this Agreement, shall promptly notify i4FS and withdraw those Licensed Components and Applications from the i4FS marketplace; provided, however, that such withdrawal by DEVELOPER shall not relieve DEVELOPER of any of its obligations to i4FS under this Agreement, and/or any end-user with respect to those Licensed Components and Applications.
Upon the termination of this Agreement for any reason, DEVELOPER agrees to immediately cease all use of the i4FS ’s marketplace Assets and Services and erase and destroy all copies, full or partial, of i4FS Assets and any information pertaining to the services and under DEVELOPER’ possession or control which belong to other developers, unless the DEVELOPER in entitled to have copies of and/or use such assets by virtue of a different license (meaning a license which is provided by the owner of the Asset or Service to the DEVELOPER by virtue of an agreement outside i4FS) (hereafter referred to as “Alternative License”). At i4FS ’s request, DEVELOPER agrees to provide written certification of such destruction to i4FS or proof of the Alternative License that would permit DEVELOPER to keep a copy of and/or use the assets. All Licensed Components and Applications in i4FS ’s possession or control shall be deleted or destroyed within a reasonable time thereafter (unless Alternative License), excluding any archival copies maintained in accordance with i4FS ’s standard business practices or required to be maintained by applicable law, rule or regulation.
i4FS reserves the right to cease marketing, offering, and allowing download by end users of the Licensed Components and Applications at any time, with or without cause, by providing notice of termination to DEVELOPER. DEVELOPER acknowledges that i4FS may cease allowing download by end-users of some or all of the Licensed Components and Applications, or take other interim measures in i4FS ’s sole discretion, if i4FS reasonably believes that: (i) those Licensed Components and Applications are not authorized for export to one or more of the regions designated by DEVELOPER, in accordance with the Export Administration Regulations or other restrictions; (ii) those Licensed Applications and/or any end-user’s possession and/or use of those Licensed Components and Applications, infringe patent, copyright, trademark, trade secret or other intellectual property rights of any third party; (iii) the distribution and/or use of those Licensed Components and Applications violates any applicable law in any region DEVELOPER designates when uploading Components and Applications; (iv) DEVELOPER have violated the terms of the Agreement; or (v) DEVELOPER or anyone representing DEVELOPER or DEVELOPER’s company are subject to sanctions in any region/country of Europe and UK. An election by i4FS to cease allowing download of any Licensed Components and Applications, shall not relieve DEVELOPER of its obligations under this Agreement.
DEVELOPER may withdraw any or all of the Licensed Components and Applications from the i4FS ’s marketplace, at any time, and for any reason, except that, with respect to DEVELOPER’s end-users, DEVELOPER hereby authorizes and instructs i4FS to fulfil clauses which shall survive termination or expiration of the Agreement.
The following provisions shall survive any termination of this Agreement:
Any relevant section of this agreement shall survive (to the necessary extent) its termination relating to the Components and Applications which are deployed via i4FS platform as well as any other obligation stated for each of the parties.
i4FS will not be liable for compensation, indemnity, or damages of any sort as a result of terminating this Agreement in accordance with its terms, and termination of this Agreement will be without prejudice to any other right or remedy i4FS may have, now or in the future.
14. Entry into force of the sub-grant agreement
This Agreement shall enter into force after DEVELOPER agrees on its terms and conditions by signing this Agreement or clicking this box CLICK-BOX.