Terms of Use of Festo Inc.
for the Festo Online-Shop and Festo App World

Effective 2018

1.      Scope, offering


1.1    These terms of use apply to the customer's use of the Festo Online Shop (“Online Shop”) and Festo App World (“App World”) at [URL] of Festo Inc., 5300 Explorer Drive, L4W 5G4 Mississauga (ON) (“Festo”).


1.2    The products offered in the Online Shop and the software applications (“apps”) offered in App World are intended solely for businesses, meaning natural persons, legal entities or partnerships with legal capacity which carry out commercial or independent professional activities(a “business”) and only businesses may be customers of the Online Shop and/or the App World.


1.3    Any deviating, opposing or supplementary terms and conditions (including Purchase Orders) of the customer shall not become  part of this agreement and are expressly disclaimed, even if Festo has knowledge of them, unless their applicability is expressly approved by Festo in writing.


2.      Registration


2.1    The customer must register for use of the Online Shop and App World. During the registration process, the customer will be asked to specify their login details and create a user account. The login details comprise the customer's e-mail address and a password of the customer's own choosing. In addition, when registering the customer must correctly specify all the information requested on the electronic registration form, including company name, address, contact and payment details, and a contact person authorised to act on behalf of the business being registered as the customer (collectively the “Registration Details”). The customer must not pose as another person or business or use a personal or company name that the customer is not entitled to use or enter false or misleading information.


2.2    If the customer's Registration Details or profile details change within the period of use, the customer shall correct those details immediately. If costs are incurred due to the incorrectness of such details (such as accounting errors due to incorrect account details), the customer shall reimburse Festo for those costs.


2.3          By submitting the Registration Details, the customer is making an offer to Festo to enter into a usage agreement governed by these terms of use. Festo shall decide in its sole discretion whether to accept this offer. The customer ceases to be bound by the offer if registration is not confirmed by Festo within a reasonable period by e-mail to the e-mail address specified in the offer. A usage agreement governed exclusively by these terms of use will come into being upon customer’s receipt of such Festo e-mail confirmation. To activate its account, the customer must first confirm the activation of its user account by clicking the link contained in the e-mail confirmation in order to verify the e-mail address.  Upon verification of the e-mail address, the customer's use of the Online Shop and App World in accordance with these terms of use will be authorized.


2.4    The registration, usage agreement, and the user account and its login details (collectively, the “profile”) are not transferable. Festo assumes no responsibility for ensuring that every profile owner is the person that the particular profile owner claims to be. Festo reserves the right during registration to conduct checks of the customer's identity and details provided. The customer therefore authorises Festo, as a precautionary measure, to use all the registration information to check the correctness of the details provided by the customer (including updates of those details).


3.      Responsibility for login details


3.1    The login details of the customer, including the password, must be kept confidential by the customer and may under no circumstances be made accessible to unauthorised third parties.


3.2    The customer shall ensure that it is the only person who accesses the Online Shop and App World and uses the services made available through them with the customer’s login details. The customer must notify Festo immediately if there is any reason to believe that unauthorised third parties have gained or will gain knowledge of the login details.


4.      Temporary deactivation and termination of use


4.1    Festo may, in its sole discretion, temporarily or permanently deactivate the customer's login access in its entirely or in part with respect to the customer's access to certain elements of the AppStore /Online-shop , if there are reasonable grounds for believing that the customer is violating or has violated these terms of use and/or any applicable laws.


4.2    In case of deactivation, the customer's login authorisation will be deactivated. Where such deactivation is temporary, the login authorization will be reactivated upon expiry of a Festo Specified deactivation period or definitive elimination of the reason for the deactivation. A permanently deactivated login authorisation cannot be restored. The customer will be notified by e-mail of the deactivation or reactivation of their login authorisation.


4.3    The customer may terminate the usage agreement by sending an e-mail to [e-mail address] subject to a period of notice (by email) of fourteen (14) calendar days ending at the end of a calendar month. Festo likewise reserves the right to terminate the customer's usage of the Online Shop and App World subject to a period of notice of fourteen (14) calendar days. The customer’s right to use  acquired apps remains unaffected by a termination of this usage agreement as their use is governed by the end-user licence agreement for apps (“licence agreement”) and is not bound to the usage agreement governed by these terms of use.


4.4    Notwithstanding any of the terms in this section Festo reserves the right to terminate this agreement without notice for good cause.


5       Purchase of products in the Online Shop


5.1    Upon activation of the customer by Festo, the customer is authorised to purchase products that Festo offers in the Online Shop.


5.2    The purchase of products in the Online Shop takes place on the basis of Festo's terms and conditions for delivery, payment and software (“terms of delivery”).


6.      Acquiring apps in App World


6.1    In App World, a customer or user can view, search for, purchase and download apps in accordance with their intended use. In cases where apps offered in App World are linked to a particular Festo product (the “designated product”), the customer must enter the Product Key of their specific designated product. If required in order to use the app with the designated products, the customer will be provided with a personal licence key for the relevant designated product upon each purchase of an app. In cases where the apps are not yet installed on the customer's designated product and are not available via a firmware update for the designated product, the apps comprise software, technology, data and/or other content that expands the functionality of the designated product. Apps also include updates, upgrades and other modifications and versions that the customer can use later or can download from Festo. Limitations that apply to the use of apps may be specified in the relevant product description and in the licence agreement.


6.2    When an app is acquired by a purchase by the customer in App World, the purchase takes place on the basis of Festo's terms of delivery. 6.2              The use of an app by the customer is subject to the provisions and conditions of the licence agreement as defined above in section 4.3 between the customer and Festo AG & Co. KG as licence issuer.


7.      Modification of the terms of use; changes to the offering          


7.1    Notwithstanding section 1.1 of these terms of use, Festo reserves the right to modify these terms of use at any time with valid effect even within an existing usage agreement. The customer will be notified of any such modifications at least 30 calendar days before the time when the modifications are planned to come into effect. Unless the customer objects within 30 days of receipt of the notification, the modifications shall be deemed agreed and valid upon expiry of that period. If the customer objects, the usage agreement shall continue under the previous terms and Festo reserves the right to terminate the usage agreement in accordance with section 4 of these terms. The notice of modification will inform the customer of their right to object and the consequences.


7.2    Festo is entitled at any time to expand the offering in the Online Shop and App World and to provide new apps and services for payment or free of charge, and to modify, close or suspend the App World itself in whole or in part.


The modification procedure in 7.1 shall apply to any modifications of services whether provided for payment or free of charge.


8.      General provisions


8.1    The customer can find detailed information about Festo in its capacity as the operator of the Online Shop and App World here.


8.2    These terms of use are governed by the laws of the Province of Ontario and the federal  laws of Canada applicable therein to the exclusion of the principles of conflict of laws.


8.3    All disputes arising from or in connection with these terms of use shall be resolved exclusively in the courts located at the location where Festo Canada Inc. has its registered office. Festo is, however, entitled to take legal action against the customer at the latter's general place of jurisdiction or before any other competent court.


8.4.   If any provision of these terms of use should be or become void, the validity of the remaining provisions shall not be affected. In such cases, the parties are obliged to work together to agree on provisions through which a legally valid result coming as close as possible to the commercial intent of the invalid provision shall be achieved. The above shall apply accordingly in the event of gaps in the agreement.


8.5    The parties have required that this agreement and all documents relating thereto be drawn up in English.  Les parties ont demandé que cette convention ainsi que tous les documents qui s’y attachent soient rédigés en langue anglaise.