Below you can find the requirements to use Xsens motioncloud.
These requirements are valid per: 14 APR 2021
Below you will find the MotionCloud agreement, this specific agreement is meant for the EMEA and APAC region. If you are looking for this agreement in the Americas region; find it here
SECTION A - General Terms and Conditions
SECTION B - Motion Cloud Services
SECTION C - License Terms
SECTION D - Service Level Agreement
SECTION E - Data Processing Agreement
APPENDIX I - Security Plan
APPENDIX II - Specification of Sub-processors
APPENDIX III - Specification of applicable third party license terms
Software-as-a-Service
For the agreed duration and in conformity with the MCA and the Terms, Xsens provides client access to the MCS agreed upon in the MCA. Access will be provided online, through an internet connection, as the MCS solely run on webservers controlled by or on behalf of Xsens. Thus, client is not entitled to any physical copy of the (software applied in the) MCS. Unless agreed otherwise, client shall acquire and dedicate a named user account for each separate user that accesses the MCS. A named user account for the MCS may not be shared or used at the same time on different devices. Client may, in conformity with the Terms and the MCA, use the MCS only within its organization, and it is forbidden to allow access to any third party. Client is responsible for maintaining the confidentiality of all account/password information and related authentication tools received from Xsens. Client is obliged to immediately inform Xsens in case of (alleged or confirmed) loss, leakage or data breach with respect to such information / tools.
Xsens may alter the MCS from time to time, and will notify client thereof in advance. Such alteration may contain less, better or more functionality. Should client not wish to accept such alteration because the alteration is significant and of such nature that it would lead to a substantive change in the business processes of client and the alteration is not the result of legislative changes or instructions by public authorities, client may terminate the respective agreement with Xsens in writing, within thirty days upon the notification of the alteration by Xsens, effective from the date on which the alteration would otherwise be applicable.
Xsens is not obliged to maintain older versions of the MCS especially for client, nor is Xsens obliged to make individual adjustments to the MCS for client.
Xsens may take the MCS temporarily offline for maintenance purposes, in conformity with the Service Level Agreement (see section 0). Xsens shall try to schedule maintenance at the least busy moments.
Client accepts the MCS “as-is”, with all (in)visible errors and defects. Xsens does not guarantee that MCS functions in conformity with client’s requirements, that the MCS is free of errors nor that the MCS will function without interruptions. Client furthermore accepts that the MCS uses functionalities of Third Parties, and that Xsens cannot exercise any influence over such Third Party functionalities.
Should client experience any errors or problems regarding the functioning of the MCS, these must be reported to Xsens. Xsens shall, to its best efforts, try to correct such errors or problems in accordance with the maintenance schemes of Xsens, insofar as such errors and problems are within the MCS, and insofar as those errors or problems are not embedded in, or result from Third Party functionality. Xsens is allowed to provide (temporary) work-arounds for errors or problems.
Client is responsible for all contents he wishes to process with the MCS. Xsens is however willing to assist client (against the actual prices) with identifying risks that might result from the use of the MCS in terms of malfunctioning of the MCS, including corruption and loss of data processed through the MCS.
Unless otherwise agreed, Xsens is not obliged to recover lost or corrupted data that have been processed through the MCS. Client takes care of availability of adequate backups of all contents uploaded to and downloaded from the MCS platform.
Client is responsible for compliance with all requirements and instructions with respect to client-side software, hardware, infrastructure and/or other technical and organizational requirements and instructions provided by Xsens. Client acknowledges that any non compliance with these requirements or instructions may lead to unavailability and/or reduced or erroneous performance of the services. Unless agreed otherwise, the most recent requirements and instructions published on https://www.xsens.com/motioncloud-requirements are deemed to be part of these requirements and instructions. Xsens can update these requirements and instructions from time to time.
Client may store data on servers of (or contracted by) Xsens, to a maximum capacity agreed in the MCA. If these maxima are exceeded, Xsens is entitled to charge additional costs to client based on the actual prices.
Client may never act unlawfully towards any (third) party by means of the MCS. Should Xsens be notified of any (potentially) unlawful use of the MCS by client by a third party, Xsens shall render the respective content inaccessible if client fails to remove the respective content upon first request himself, and notwithstanding other rights of Xsens. Xsens shall only then re-render the respective content accessible, when client proves that it does not constitute any unlawful act, and client indemnifies and holds harmless Xsens for any third party claim.
Client may not use the MCS in a way which damages or disturbs the MCS or the hosting environment used for the MCS, nor use the MCS in excess of the authorized number and type(s) of licensed users, (simultaneous) calculations, sessions, sites, storage capacity or other criteria specified in the MCA.
Client shall remain responsible for the interpretation of results of the MCS and actions taken on the basis thereof and shall verify the accuracy and correctness of the results.
The following articles constitute the license agreement between Xsens and client.
The MCS is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Client acknowledges that all intellectual property rights in the MCS (including but not limited to any images, text, and "applets" incorporated into the MCS) throughout the world belong to Xsens or its suppliers, that rights in the MCS are licensed (not sold or otherwise transferred) to client, and that client has no rights in, or to, the MCS other than the right to use it in accordance with the MCA and the Terms. Client acknowledges that he has no right to have access to the MCS in source code form.
The MCS is licensed, not sold. In consideration of client agreeing to abide by the MCA and the Terms, Xsens hereby grants to client a personal, non-exclusive, non-transferable, standalone license to use the MCS in accordance with the terms of the MCA and the Terms. Xsens reserves all other rights. Unless mandatory law gives client more rights despite this limitation, client may use the MCS only as expressly permitted in the MCA and the Terms. In doing so, client must comply with any technical limitations in the MCS that only allow client to use it in certain ways. Client may not work around any technical limitations in the MCS.
Only users with a named account on the MCS are authorised to use the MCS provided that such use is in accordance with the MCA and the Terms. Specifically: (a) if client is an individual, Xsens grants client as an individual a personal, non-exclusive, non-transferable limited license to use the MCS in accordance with the MCA and the Terms, provided that client is the only individual using the MCS; or (b) if client is an entity, Xsens grants client the right to designate the user(s) of one computer within client’s organisation the sole right to use the MCS in accordance with the MCA and the Terms. If client is installing this copy of the MCS as an upgrade, update, patch or enhancement of a previous release of the same MCS which was installed on the same computer, client’s rights under the previous license agreement for the MCS are terminated, and all of client’s use of the MCS (including its previous versions) are solely under the MCA and the Terms.
Except as expressly set out in the MCA, in the Terms or as permitted by any applicable mandatory law, client undertake: (a) not to copy the MCS; (b) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the MCS without prior written consent from Xsens; (c) not to make alterations to, or modifications of, the whole or any part of the MCS nor permit the MCS or any part of it to be combined with, or become incorporated in, any other programs unless such combining or incorporation is technically inevitable in order to use the MCS to run applications developed with the MCS; (d) not to create derivative works based on the MCS; (e) not to disassemble, de-compile or reverse engineer the whole or any part of the MCS nor attempt to do any such things except to the extent that such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the MCS with another software program, and provided that the information obtained by client during such activities: (i) is used only for the purpose of achieving inter-operability of the MCS with another software program; (ii) is not disclosed or communicated without Xsens’ prior written consent to any third party to whom it is not necessary to disclose or communicate it; and (iii) is not used to create any software which is substantially similar to the MCS; (f) to supervise and control use of the MCS and ensure that the MCS is used by client’s employee or representative in accordance with the terms of the MCA and the Terms; (g) not to delete the copyright notice of Xsens in any way; (h) to clearly display in client’s applications the usage of Xsens copyrights including a link to xsens.com; (i) to refrain from using the names of the copyright holders on the MCS nor the names of their contributors nor the Xsens name and logo or any other reference to Xsens or its affiliates to endorse or promote client’s application(s); (j) not to provide, or otherwise make available, the MCS in any form, in whole or in part, to any person without prior written consent from Xsens; (k) not to use the MCS for unlawful purposes or purposes where failure or fault of client’s application or the MCS could lead to death or serious injury of any person, or to severe physical or environmental damage (“High Risk Use”); (l) not to use the MCS in any way that could harm, damage or otherwise negatively impact Xsens, its technologies and infrastructure or any other reasonable interest of Xsens; (m) to take steps to design and test client’s application(s) to ensure that client’s application(s) do not present risks of personal injury or death, property damage, or other losses; (n) to permit Xsens and its representatives, at all reasonable times and on reasonable advance notice, to inspect and have access to any premises, and to the computer equipment located there, at which the MCS is being used, for the purpose of ensuring that client is complying with the terms of the MCA and the Terms.
Client is exclusively responsible for all risk, harm and loss that use of the MCS by client may cause. Client hereby waives all claims against Xsens and its affiliates related to such use, harm or loss (including, but not limited to, any claim that the MCS is defective) and client agrees to hold Xsens and its affiliates harmless from such claims.
Subject to the terms and conditions of the MCA and the Terms, client grants to Xsens and its affiliates a non-exclusive, worldwide, irrevocable and royalty-free license to use, reproduce, display and distribute client data processed by the MCS in any medium or media, for purposes of service provisioning, product improvement, business and technology analytics, support, educational purposes and any other reasonable purpose by Xsens. This license will survive termination of the MCA.
Without prejudice to any other rights, Xsens may terminate the MCA, the license granted to client under this MCA and terminate any other client’s rights under the MCA and the Terms at any time if client fails to comply with any of the terms and conditions of the MCA or the Terms. Upon such termination, client must immediately refrain from using the MCS. The terms of this paragraph shall survive termination of the MCA.
Client may not transfer, assign, charge or otherwise dispose of the MCA nor any of client’s rights or obligations arising under the MCA and the Terms to a third party without the prior written consent of Xsens. In the case Xsens by written agreement grants permission to such transfer, client is not allowed to retain access to the MCS. Upon the occurrence of such a transfer, client’s rights including its license rights under the MCA terminate immediately. Xsens may transfer, assign, charge, sub-contract or otherwise dispose of the MCA, or any rights or obligations arising under it, at any time.
The warranties and disclaimers described in this license agreement are collectively the "Limited Warranty", and are without prejudice to the other provisions of the Terms. TO THE MAXIMUM EXTENT PERMITTED BY LAW, XSENS AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS WITH REGARD TO OR ARISING OUT OF THE MCS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, INTEROPERABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND/OR ACCURACY OF INFORMATION. THE LIMITED WARRANTY PROVIDED HEREIN IS PERSONAL TO, AND INTENDED SOLELY FOR THE BENEFIT OF, YOU AND DOES NOT EXTEND TO ANY THIRD PARTY. The Limited Warranty is void and not applicable if failure of the MCS has resulted from: (a) accident, abuse, misapplication, handling, storage, use or maintenance of the MCS other than as described in the documentation issued by Xsens; (b) modification or repair to the MCS otherwise than as authorized in writing by Xsens; (c) use of the MCS in combination with other computer programs that are not described as compatible in the documentation issued by Xsens; (d) client’s use of the MCS; (e) a defect, fault or failure in client’s own application of the MCS, products or software; (f) client’s breach of the terms of the MCA or the Terms; and/or (g) any fault of client or client’s agents. Goods, software and labour used, as well as any and all expenses and costs reasonably incurred, by Xsens for the repair or replacement or correction of the MCS found in whole or in part to be non-conforming for reasons listed above under (a) up to and including (g) shall be for client’s account. The Limited Warranty does not apply to any third party products or software. No individual (except a duly authorised officer of Xsens) and no reseller has any authority to amend or add to any of the above representations and disclaimers.
Client’s exclusive remedy for any breach of the Limited Warranty is for client to give Xsens notice of the breach by returning to Xsens a description of the alleged breach, and then, at Xsens’ discretion, Xsens shall either: (a) return the price client paid (if any) for the duration of that breach for the part of the MCS that caused the breach (at which time client’s rights under the MCA are deemed to have terminated); or (b) repair or replace the part of the MCS that caused the breach, provided that client makes available all information that may be necessary to assist Xsens in resolving the defect or fault, including but not limited to (i) adequate records that accurately document operating time and maintenance performed on the MCS and (ii) sufficient information to enable Xsens to recreate the defect or fault. The Limited Warranty period for any replacement MCS will be extended for the remainder of the original warranty period or thirty (30) days after the replacement MCS is delivered to client, whichever is longer. Client’s remedies described in this paragraph are client’s exclusive remedies, and shall not be deemed to fail in their essential purpose so long as Xsens is willing to repair or replace the MCS or return the price client paid for the MCS.
The MCA and the Terms set out the full extent of Xsens' obligations and liabilities in respect of the supply of the MCS. In particular, there are no conditions, warranties, representations or other terms, express or implied, that are binding on Xsens except as specifically stated in the MCA and/or the Terms. Client acknowledges that Xsens’ pricing reflects Xsens’ ownership of intellectual property rights and the limitation of liability hereunder. Any condition, warranty, representation or other term concerning the supply of the MCS which might otherwise be implied into, or incorporated in, the MCA or the Terms, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.
To the extent Xsens' MCS licensed under this license agreement contains any third party's intellectual property, this third party shall retain exclusive right to its components. Use of such third party components is subject to restrictions contained in the third party’s end-user license agreement (listed in Appendix III) in addition to the conditions set forth in the MCA and the Terms. Client shall not modify, delete or obfuscate copyright and other proprietary rights notices of Xsens and third parties contained in the MCS.
MCS Components |
Availability % per year |
User Management Portal |
98% |
Reporting portal |
98% |
HD Reprocessing portal |
98% |
Application Programming Interface (API) |
98% |
Client should handle support requests in the following manner:
FAQ |
First it is expected that the client will look in the Motion Cloud's FAQ whether an answer to the question is already available |
Support form |
if no answer to the support question can be found in the FAQ, the user can submit a support question in the Motion Cloud support form. This automatically leads to a new ticket in the support system. |
|
If the above two options do not offer a solution or are not available, it is possible to contact the support department directly by email: support@xsens.com. |
Telephone |
It is only possible to contact us by telephone if the above options have not led to a desired result or if there are serious disruptions to the functionality or availability of MCS. For example when the entire MCS environment is not accessible.
Hours for different service areas:
|
Priority |
Definition |
Response Time (within Support Hours) |
Guaranteed Effort |
High |
- Essential functionalities of the MCS are unavailable and |
< 4 hours (95%) |
6 hours per work day until the Defect is either solved, or de-prioritized. |
Medium |
- The Defect does not impact the (availability of the) MCS, although a solution cannot be postponed to a later moment. |
< 8 hours (95%) |
3 hours per work day until the Defect is either solved, or de-prioritized. |
Low |
- The Defect needs tob e solved. A solution is however not immediately necessary and can be scheduled for a later moment. |
< 16 hours (95%) |
In consultation with client |
Should it not reasonably be possible to solve the Defect in conformity with the above Response Time and Guaranteed Effort, Xsens may offer client a temporary workaround (as also mentioned in section 9.6), and notify client thereof.
Processor is obligated to ensure that appropriate, technical and organizational measures are in place in order to secure the personal data against loss or against any form of unlawful Processing, as specified in Article 32 GDPR. In any event, Processor will at all times continue to satisfy appropriate security measures as specified in Article 32 GDPR and will in general ensure at all times an appropriate security level given the nature of the data and the risk of the Processing. The security measures specified in this Appendix shall be maintained by Xsens as a minimum level of protection:
The specific authorisation of client (included in art. 12.13 of the Terms) to engage sub-processors, refer to the Sub-processors listed here:
• Microsoft Ireland Operations Limited (One Microsoft Place, South County Business Park, Leopardstown, Dublin 18, D18 P521)
o Concerns Microsoft Azure
• TRIMM Multimedia B.V. (Moutlaan 25, 7523 MC Enschede, Netherlands, KvK 06069220)
o Concerns development and technical support
• Exite ICT B.V. (Hengelosestraat 501, 7521 AG Enschede, Netherlands, KvK 06086913)
o Concerns technical and infrastructural support
(as meant in section 1.3 of the Terms)
The most recent Third Party components used and corresponding Third Party terms are published on https://www.xsens.com/motioncloud-thirdpartycomponents. Xsens can update the Third Party components used and corresponding Third Party terms time to time.
Xsens will carry out the following monitoring activities on the Motion Cloud environment:
Please do not hesitate to contact us if you have any questions that are not answered in this Agreement
Xsens Technologies B.V.
Pantheon 6a
7521 PR Enschede
+31 88 97367 00
info@xsens.com
Chamber of Commerce no. 50142224