Terms of Service

These Terms of Service ("Terms") govern your access to and use of the xynLog manufacturing execution system and overall equipment effectiveness monitoring platform ("Service") provided by xyndata s.r.o. ("xyndata", "we", "us", or "our"), a company incorporated under the laws of the Czech Republic.

By accessing or using our Service, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Service.

1. Definitions

"Service" means the xynLog cloud-based manufacturing execution system (MES), overall equipment effectiveness (OEE) monitoring platform, and related software, APIs, data collection systems, and documentation provided by xyndata.

"Customer", "you", or "your" refers to the legal entity or individual that has entered into a subscription agreement with xyndata to use the Service.

"User" means any individual authorized by the Customer to access and use the Service.

"Machine Data" means operational data collected from Customer's manufacturing equipment, including but not limited to CNC machine data, production metrics, sensor readings, and equipment status information.

"Subscription Term" means the period during which Customer has paid for access to the Service.

2. Service Description

2.1 Platform Features

xynLog provides the following core functionalities:

Real-time machine monitoring and data collection from CNC and manufacturing equipment
Overall Equipment Effectiveness (OEE) calculation and reporting
Production planning and scheduling tools
Downtime tracking and analysis
Custom dashboards and reporting capabilities
API access for integration with third-party systems
Alert and notification systems

2.2 Service Availability

We strive to maintain high availability of the Service. However, we do not guarantee uninterrupted access and reserve the right to perform scheduled maintenance with reasonable advance notice.

3. Account Registration and Security

3.1 Account Creation

To use the Service, you must create an account and provide accurate, complete, and current information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

3.2 User Access

You may grant access to Users within your organization. You are responsible for ensuring that all Users comply with these Terms and for any actions taken by Users under your account.

3.3 Security Obligations

You agree to:

Implement appropriate security measures to protect access credentials
Promptly notify xyndata of any unauthorized access or security breach
Not share account credentials with unauthorized parties
Regularly review and update User access permissions

4. Subscription and Payment Terms

4.1 Subscription Plans

The Service is offered on a subscription basis. The specific features, pricing, and terms of your subscription are set forth in your subscription agreement or order form.

4.2 Payment

All fees are due as specified in your subscription agreement. Unless otherwise stated, fees are quoted in Euros and are exclusive of applicable taxes.

4.3 Renewal

Subscriptions automatically renew for successive periods equal to the initial Subscription Term unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

4.4 Price Changes

We may modify pricing for subsequent Subscription Terms. Any price changes will be communicated at least sixty (60) days before they take effect.

5. Customer Responsibilities

5.1 Lawful Use

You agree to use the Service only for lawful purposes and in compliance with all applicable laws and regulations.

5.2 Prohibited Activities

You shall not:

Reverse engineer, decompile, or disassemble the Service
Attempt to gain unauthorized access to any systems or networks
Use the Service to transmit malicious code or conduct security attacks
Resell, sublicense, or transfer your access to the Service without authorization
Use the Service in a manner that could harm xyndata's systems or other customers

5.3 Equipment and Connectivity

You are responsible for providing and maintaining the hardware, network connectivity, and other equipment necessary to connect your manufacturing systems to the Service.

6. Data Ownership and Processing

6.1 Customer Data

You retain all ownership rights in and to your Machine Data and any other data you upload to the Service ("Customer Data"). We process Customer Data solely to provide the Service and as otherwise permitted by these Terms and our Privacy Policy.

6.2 Data Processing Agreement

Where required by applicable data protection laws, we will enter into a data processing agreement that complies with applicable requirements.

6.3 Aggregated Data

We may create anonymized, aggregated data derived from Customer Data that does not identify you or any individual ("Aggregated Data"). We may use Aggregated Data for purposes such as improving the Service, developing benchmarks, and conducting research.

6.4 Data Security

We implement appropriate technical and organizational measures to protect Customer Data against unauthorized access, alteration, disclosure, or destruction.

7. Intellectual Property

7.1 Service Ownership

xyndata retains all intellectual property rights in and to the Service, including all software, documentation, trademarks, and any modifications or improvements thereto.

7.2 License Grant

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable license to access and use the Service during the Subscription Term for your internal business purposes.

7.3 Feedback

If you provide feedback, suggestions, or ideas about the Service, you grant xyndata a royalty-free, worldwide, perpetual license to use such feedback for any purpose.

8. Service Level Agreement

8.1 Uptime Commitment

xyndata commits to maintaining 99.5% availability of the Service, calculated on a monthly basis, excluding scheduled maintenance windows.

8.2 Scheduled Maintenance

Scheduled maintenance will be performed during low-usage periods when possible, with at least 48 hours advance notice for major updates.

8.3 Support

Technical support is available according to the support terms specified in your subscription agreement.

9. Limitation of Liability

9.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL XYNDATA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE.

9.2 Liability Cap

XYNDATA'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9.3 Essential Purpose

The limitations in this Section 9 apply regardless of the theory of liability and even if a remedy fails of its essential purpose.

10. Indemnification

You agree to indemnify and hold harmless xyndata and its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable legal fees) arising from:

Your use of the Service
Your violation of these Terms
Your violation of any applicable law or third-party rights

11. Term and Termination

11.1 Term

These Terms are effective upon your acceptance and continue until your subscription is terminated.

11.2 Termination for Convenience

Either party may terminate a subscription by providing written notice at least thirty (30) days before the end of the then-current Subscription Term.

11.3 Termination for Cause

Either party may terminate immediately upon written notice if the other party:

Materially breaches these Terms and fails to cure within thirty (30) days of notice
Becomes insolvent or files for bankruptcy

11.4 Effect of Termination

Upon termination:

Your right to access the Service immediately ceases
You must pay all outstanding fees
We will provide you with the opportunity to export your Customer Data for a period of thirty (30) days following termination
After the export period, we may delete your Customer Data in accordance with our data retention policies

12. Confidentiality

12.1 Confidential Information

Each party agrees to protect the confidential information of the other party using the same degree of care used to protect its own confidential information, but no less than reasonable care.

12.2 Exclusions

Confidential information does not include information that:

Is or becomes publicly available through no fault of the receiving party
Was rightfully known to the receiving party prior to disclosure
Is independently developed without use of confidential information

13. Modifications to Terms

We may modify these Terms at any time. Material changes will be communicated at least thirty (30) days before they take effect. Your continued use of the Service after changes become effective constitutes acceptance of the modified Terms.

14. General Provisions

14.1 Governing Law

These Terms are governed by the laws of the Czech Republic, without regard to conflict of law principles.

14.2 Dispute Resolution

Any disputes arising from these Terms shall be resolved by the competent courts of the Czech Republic. Before initiating legal proceedings, the parties agree to attempt to resolve disputes through good-faith negotiation.

14.3 Assignment

You may not assign or transfer these Terms without xyndata's prior written consent. xyndata may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets.

14.4 Entire Agreement

These Terms, together with any applicable subscription agreement and order forms, constitute the entire agreement between you and xyndata regarding the Service.

14.5 Severability

If any provision of these Terms is held unenforceable, the remaining provisions will continue in full force and effect.

14.6 Waiver

Failure to enforce any right under these Terms does not constitute a waiver of that right.

14.7 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including natural disasters, war, terrorism, strikes, or government actions.

15. Contact Information

For questions about these Terms, please contact us:

xyndata s.r.o. Email: info@xyndata.com Phone: (+420) 778 493 540

These Terms of Service were last updated on January 3, 2025.