Software Subscription and Support Agreement Terms and Conditions

Release date: 29-09-2021

The terms and conditions detailed herein, together with the VPInstruments’ Standard Terms and Conditions of Sale available at the VPInstruments website incorporated by reference in its entirety (collectively “Agreement”), apply to your (“Customer”, “You”, and “Your”) purchase from VPInstruments to the software subscription and support described in this document. VPInstruments (Van Putten Instruments BV) as identified on the quote, order acknowledgment, or invoice, is mentioned as VPI as from hereon. By placing an order with VPI, Customer agrees to be bound by the terms of this Agreement and acknowledges that they have read this agreement in full.

1. Benefits

The Software Subscription provides the following benefits:

a. Use of the Software. Customer will have use of the software for 12 months from the date the annual fee has been paid.

b. Software Updates. Software updates, at the time of their release and at no additional cost, will be pushed to the VPVision energy monitoring system during the period of the Software Subscription. The Software updates will include:

    • i. Major software updates
    • ii. Patches needed due to known exploits
    • iii. Bug fixes

c. Additional features. From time to time, additional features will be implemented in any VPVision system with a valid software subscription.

d. Remote support. Remote support is included as part of the Software Subscription and Support Service Agreement. Remote support includes support by email, phone, and via a remote connection to the VPVision energy monitoring system. The VPRouter is mandatory for remote support. Additional costs may be charged when a VPRouter is not in place.

e. VP Academy: Access to the VP Academy and training videos is included.

2. Software License

The Subscription and Support Service covers the Software only. Hardware is covered by our standard warranty terms (see terms and conditions of sale for details).

3. Pricing of the Software Subscription

Pricing of the Software Subscription is based on the number of measurands (Measurement channels) that are available for connection to the VPVision monitoring hardware. See price list for details. The number of available channels can be seen in the software backend.

4. Start date

Unless otherwise agreed to in a signed writing by VPInstruments, the subscription begins on the date of the original invoice from VPInstruments (or shipment from VPInstruments—whichever is later), regardless of whether you have purchased the Service Program directly from VPInstruments or through a reseller.

5. Duration

The standard contract period is 5 years, and license fees are charged on an annual basis.

6. Addition of channels

Additional channels can be purchased during the period of the Agreement. The Customer will be invoiced for the number of months remaining in the Agreement period for the number of added measurands. The number of additional channels will be included in the annual cost for renewing the Software Subscription and Service Agreement.

7. Cancellation

Should the Customer decide to cancel the subscription, the Customer will have the time remaining on the Subscription period to download data and to use the system normally. On the expiration date, VPVision software will cease to collect data from the instruments or download software updates. Cancellation needs to be done in writing (electronic or on paper) 90 days in advance of the expiration date.

8. Renewal

The software subscription will renew automatically for another year when not canceled by the customer.

9. Late Renewal or overdue payments

If the Customer fails to renew the software for the Software Subscription and Service Agreement by the renewal deadline, or in case the subscription payment is overdue, the VPVision energy monitoring system will continue logging data, but some features may be disabled to limit functionality. Customer needs to purchase the new subscription to re-activate the software.

10. Requirement for continuous remote access

A continuous remote connection is required to use the Software License and for VPInstruments to provide remote support. The VPVision monitoring system hardware includes a VPRouter, which provides remote access over a cellular connection and a virtual private network (VPN). When a cellular connection is not possible, the Customer must provide access via a wired Ethernet connection. Remote access to maintain the software is included at no extra charge but does not allow continuous customer access to the system.

11. Customer (or third party service) access to VPRouter

VPInstruments handles a fair use policy for the VPRouter, which means that the customer can incidentally use the VPRouter to view the VPVision system from remote. Data is being monitored and customer will be invoiced when the fair use limit of 1 GB/ month is exceeded. For intensive users, customer is welcome to use their own data plan and SIM card with the VPRouter to gain remote access on a 24/7 basis. Remote access will be via the VPCloud and VPInstruments will provide an ID and password. The Customer is responsible for verifying with VPInstruments that the cellular provider they intend to use is compatible with the VPRouter. The Customer is responsible for assuring that the remote connection via their data plan functions on a continuous basis.

12. Data backup

Customer is responsible for making and keeping a separate backup copy of any application software and data. VPINSTRUMENTS IS NOT RESPONSIBLE FOR LOST OR CORRUPTED DATA, DAMAGED OR LOST MEDIA, INCLUDING CUSTOMER’S CONFIDENTIAL, PROPRIETARY, OR PERSONAL INFORMATION.

13. Network infrastructure

VPVision may become part of customer’s own Ethernet network. VPInstruments does not take any responsibility for VPVision when integrated in an industrial network that includes third-party products. If you use the VPVision monitoring system together with third-party products, such use is at your own risk. VPInstruments does not provide support or guarantee ongoing integration support for products that are not a native part of the VPVision system.

VPInstruments only provides guidelines based on “best knowledge” on how to integrate the VPVision system and remote IO hardware in an existing Ethernet network but does not take any responsibility for the data transfer over the Ethernet network. Changes in network policy and/or upgrading of network hardware/software might result in remote IO modules becoming unreachable or communication becoming unstable.

14. Project documentation

We only support projects which are documented properly. Lack of proper documentation may result in additional charges for support.

15. Third-Party Products

Third-Party Products that VPInstruments resells may not be supported by VPInstruments. It may be necessary to address any issues with Third-Party Products directly with the publisher/ manufacturer.

16. Warranty

Performance. VPInstruments warrants that: (a) for a period of 90 days from the Delivery Date or longer as stated in Documentation the VPVision Software substantially complies with the Documentation and (b) during the Usage Term, it provides the Cloud Services with commercially reasonable skill and care in accordance with the Documentation and Product Specific Terms.

Warranty is void when software or equipment on which it is authorized for use: (a) has been altered, except by VPInstruments or its authorized representative; (b) has been subjected to abnormal physical conditions, accident or negligence, or installation or use inconsistent with this agreement or VPInstruments instructions; (c) is acquired on a no-charge, beta or evaluation basis; (d) is not a VPInstruments-branded product or service; or (e) has not been provided by an Approved Source. See VPInstruments terms and conditions of sale for further information.