Terms and Conditions


1 AREA OF APPLICATION
This general terms and conditions shall apply for all our services and products provided by MyOmega Systems GmbH (hereinafter MyOmega). The customer of MyOmega accepts these terms and conditions by doing one of the following activities:

 
This terms and conditions are the entire agreement. In case that the written agreement is in conflict with the terms and conditions, the written agreement shall overrule the terms and conditions.

 
2 INTELLECTUAL PROPERTY (IP)
Intellectual Property shall mean all information in form of drawings, architecture drawings, process drawings, ISO 27001 processes, system manuals, project management processes, architecture descriptions (AD), design specifications, industrial design drawings and diagrams, industrial symbols, icons and user interfaces, all kind of software including human machine interfaces, all software message sequence charts (MSC), all source code in whatever language, all object code, all user scenarios (US), all use cases (UC) and all whatsoever architecture specifications. Hardware design including schematics, netlists, floor plans, printed circuit boards (PCB), PCB diagrams and layouts, in particular the circuit diagrams and formats of the MYNXG Gateway, MYNXG Extension Cards (EC), Things / the sensor solutions in whatever form. Algorithms for filter tuning, 2D and 3D image processing, 2D and 3D image processing with lasers, 2D image processing and 3D evaluations with cameras, infrared image processing, prediction of cavity filters including the inductive and capacitive coupling. Algorithms for assignment of radio frequencies, time slots and bandwidths in capillary, wireless and cellular networks. Methods and algorithms to monitor, communicate with and manage things within capillary, wireless and cellular networks. Security mechanisms and methods to protect embedded devices and gateways versus threats. Blockchain, Smart Contract and Process Editors to manage Things within the IoT. Methods for the management of gateways, BYOD devices, sensors, actuators, mobiles and tablets including the business processes and methods within the internet of things (IoT). Presentations in whatever text, image, video and other media that show the technical content or business models and processes and the related marketing and communication materials.

 
3 INTELLECTUAL PROPERTY RIGHTS (IPR)
All Intellectual Property Rights (including, without limitation, all database rights, rights in designs, rights in know-how, patents and rights in inventions, in all cases whether registered or unregistered and including all rights to apply for registration and all other intellectual or industrial property rights in any jurisdiction, in any information, content, materials, data or processes contained) belong to the MyOmega Systems GmbH or its licensed source. All rights of the MyOmega Systems GmbH in such Intellectual Property Rights are hereby reserved.

 
4 INFORMATION
Information shall mean any information including, but not limited to all designs, design libraries,  design rules and parametric information, floor plans, netlists, diagrams, drawings, specifications, ideas, concepts, know-how, business models, workflow, security models, samples, models, methods, processes, SW object code, SW source code, recipes, procedures, instructions, data, data files, reports, database tapes, test tapes and reports, mask reticles and supporting documentation, technology and/or all other technical or business information of any kind whatsoever, whether in tangible or intangible form, created or provided under this agreement.

 
5 MYNXG SYSTEM ARCHITECTURE AND USAGE OF THIRD PARTY PRODUCTS
MyOmega owns the MYNXG business platform including all its software components. MyOmega utilizes for MYNXG technologies and products of suppliers. Amongst others Intel products (SW and HW) including modem (Intel M7160 or derivatives) and APP CPU (Intel Atom E3845 or derivate). MyOmega will utilize CPUs and components from the market. MyOmega is licensing those products under the terms and conditions of Intel and further technology providers.

MyOmega utilizes for MYNXG the Baseport SW/Operating System SW, the MYNXG platform is using Android (Google Play Store) technology (SW). FRAME and APP CPU Baseport SW/Operating System SW is based on Linux. The MYNXG platform is using standard mobiles SW with Android 4.4.2 or newer (DEVICE, SW, HW).

The MYNXG cloud is utilizing Transport Layer Security (TLS) SW, Hypertext Preprocessor (PHP) and Structured Query Language (SQL), plus Open Source SW components. The Microsoft Azure Cloud or any other cloud might be used to host the MYNXG Platform.

 
6 FORCE MAJEURE
7 CUSTOM MADE SW
MyOmega owns the MYNXG® brand name (registered trademark), system, design and all specifications with all code elements of the MYNXG platform, the industrial designs, HW and mechanics. All modifications and extensions to the products are designed by MyOmega. All intellectual property rights and all intellectual rights on whatsoever element of the MYNXG platform.

In case of customer specific designed Use Cases and the customer specific designed components the customer owns the customer specific software modules and components. In such a case of customer owned software, the customer grants MyOmega a transferrable, unlimited, worldwide, make, buy, modify, lifelong and free distribution license.

 
8 INTELLECTUAL RIGHT INFRINGEMENT
MyOmega shall not be liable for any infringement caused by the customer that orders specific software or hardware and MyOmega provides those software or hardware in line with the specifications provided by the customer. MyOmega shall not be liable for any infringements of those patents where not at least one patent or patent of the family of claims has been published as patent by the European patent authorities or the US patent authorities. MyOmega is entitled to modify the product in a way, that it will not infringe a patent claim against MyOmega anymore. All claims versus MyOmega shall be regulated in any case by the § 18 LIMITATION OF LIABILITY.

 
9 LICENSES
The MYNXG SW is licensed not sold. This is the case for all MYNXG SW elements. This terms and conditions gives the user the limited rights to use the software. MyOmega reserves all other rights including all intellectual property rights (IPR) and rights on intellectual property (IP). Users may use the MYNXG Software only as expressly permitted in this agreement. If user provides any feedback or information about the software and MyOmega chooses to use it, MyOmega may use it without restrictions and compensations for the user.

 
10 SPECIFICATIONS
MyOmega products may deviate from the architecture descriptions and specifications. MyOmega products may deviate from photos, or colors may deviate from specifications, or forms may deviate from industrial designs due to technical improvements or variation in production.

Schematics, chip-sets or electronical schematics may be changed, and functionalities may deviate. In all such cases the products and software is to be seen as functional and in line with the specifications as long as the key performance parameter and the agreed technical functions are meeting the specifications.

MyOmega reserves the right to make at any time product and/or production changes. In such event MyOmega ensures that changes will not negatively affect form, fit or function of the products and their key performance characteristics.

 
11 ERROR CORRECTION AND ACCEPTANCE
Customer shall classify severity reports (SA) with severity levels high, medium or low severity.

 
12 OPEN SOURCE CLAUSE
MyOmega utilizes "Open Source Software”. "Open Source Software” means any software that is licensed under Open Source License Terms. As used herein, "Open Source Licensing Terms” means terms in any license for software which require, as a condition of use, modification and/or distribution of such software or other software incorporated into, derived from or distributed with such software (a "Work”), any of the following: (a) the making available of source code or design information regarding the Work; (b) the granting of permission for creating derivative works regarding the Work; or (c) the granting of a royalty-free license to any party under intellectual property rights regarding the Work. By means of example and without limitation, Open Source Licensing Terms include the following licenses or distribution models:  the GNU General Public License (GPL) or Lesser/Library GPL (LGPL), the Artistic License (e.g. PERL), and the Open Software License.

 
13 DELIVERY TERMS
In the absence of any agreement to the contrary, deliveries to be made by MyOmega shall be obligations to deliver goods; they shall be deemed fulfilled at the time that the goods are handed to the shipper at the place of business /or the production place at MyOmega.

Commencement of the delivery and completion periods agreed upon and/or compliance with the deadlines and schedule agreed upon shall be subject to the necessary technical details having been clarified in advance. This shall apply, in particular, to the customer's duties to cooperate. In the event of non-compliance with the schedule agreed upon, the customer shall grant MyOmega a reasonable grace period for providing the goods and/or services thus owed. Grace periods shall be set out in writing.

If the customer defaults in acceptance, MyOmega may demand reimbursement for customary storage

costs as well as reimbursement for any other additional expenses in connection with the storage and maintenance of the item(s) to be delivered. In addition, the risk for any accidental loss or accidental deterioration of the goods shall pass to the customer at the time that he fails to accept delivery. If the default in acceptance also constitutes a debtor's default at the same time, MyOmega shall be entitled to compensation for any damage caused to it as a result. Further statutory claims of MyOmega shall remain intact.

 
14 RETENTIONS OF TITLE
 
15 EXPORT LAWS
MyOmega has the sole right to not deliver any products/hardware and software in case that the customer and/or customer business may violate the export rules of the Federal Republic of Germany or the European Community.

Export related information has to be provided by the customer. Any failure of the customer to declare the place of business and the usage of goods in accordance with the export laws of the Federal Republic of Germany will entitle MyOmega to full compensation and title for all consequential cost.

 
16 USER OBLIGATIONS
 
17 PRIVACY OF DATA
 
18 LIMITATION OF LIABILITY
 
19 WARRANTY
Normal wear and tear typical of consuming shall not constitute cause for a complaint. The customer shall comply with the recommendations of MyOmega and/or the manufacturer regarding operation, storage and/or maintenance. Only authorised changes shall be made; technically appropriate replacement parts and consumables shall be used and shall correspond to the relevant specifications. If the customer violates any of these obligations and thus causes, directly or indirectly, defects, MyOmega shall not accept any liability.
MyOmega warrants that any MYNXG application will work as specified in the Application Guide if the MYNXG controller and the Sensor Solutions are installed and operated according to the Product Specifications and Installation Manuals.
Except for section 19 WARRANTY Point 2 MyOmega does not warrant any performance or result of the MYNXG solution.
MyOmega does explicitly state that the predictive tools which are offered as part of the applications predict the future through algorithms and or predict a possible result. It is up to the user to interpret and judge the suggested results. It is up to the user to follow the suggested actions. The final call for action is owned in any case by the user!
 
20 PRICING AND PAYMENT TERMS
All prices quoted are valid for the earlier of, thirty (30) days or until acceptance by the Customer, after which time they may be altered by MyOmega without notice to the Customer. All prices are quoted exclusive of VAT, customs duties, and ex-place of business (ex-works), other taxes and duties. The Goods are sold, and Services are rendered subject to the prices and conditions ruling at date of issue of the invoice.

Unless the Goods are to be commissioned or installed by MyOmega, prices quoted are ex-works and exclusive of packaging and excluding transportation.

 
21 DATA CONFIDENTIALITY
The customer is instructed by MyOmega that the data collected in the course of entering into the contract

may be collected, processed and used by MyOmega in accordance with the provisions of the European General Data Protection Regulation (GDPR) for the purpose of fulfilling its obligations under the contracts entered into with the customer. Such data may also be transmitted to affiliated companies of MyOmega or vicarious agents for the purposes of fulfilling the contract and for credit investigations.

The contracting parties undertake to keep confidential any and all commercial and technical information of the respective other party that they obtain or learn in the course of executing the contract provided that the respective other party has not disclosed such information publicly.

 
22 PLACE OF BUSINESS
The place of business is the registered office of the company in D-90411 Nuremberg/Germany Neumeyerstraße 28-34.

 
23 BUSINESS DAY AND HOURS
The business day means the regular working days Monday till Friday at the place of business. The business hours mean the regular business hours from 8:00 until 17:00 at the place of business.

 
24 APPLIED LAW
The Agreement, as well as any legal matters connected therewith, shall be governed by the law of the Federal Republic of Germany.  Any legal case shall take place at the court of jurisdiction of Nuremberg.

 
25 SEVERABILITY CLAUSE
In the event of any clause contained in these Terms and Conditions or in the Agreement being declared by any court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall in no way impair or affect any other clause all of which shall remain in full force and effect. The effected clause shall be replaced by a clause with the same legal spirit as the unenforceable clause.