PRODUCT & PURCHASE TERMS

1. Key Terms Summary

This summary is for convenience only. The legal terms below control.

1. Business purchases only. Orders are accepted from businesses and persons acting in a professional capacity.
2. Infrastructure licenses are perpetual when stated in the Order. A valid perpetual license continues after payment without a mandatory OTee Platform subscription.
3. Runtime licenses may move between devices. A Runtime may be redeployed, but one entitlement may not be used for more active production instances than the quantity purchased.
4. Control drivers stay with their parent Runtime. A paid driver may move to another device only together with its Runtime and may not be reassigned to a different Runtime entitlement.
5. Data services and NATS nodes are separate components. Independent data-service instances and separately deployed NATS cluster nodes have their own license and platform-capacity treatment.
6. Platform subscriptions are optional and scale with the managed fleet. Runtime instances, independent data-service instances, and separately deployed NATS cluster nodes count as Managed Components when enrolled in the OTee Platform.
7. Lifecycle Maintenance is optional. It covers continued functional product evolution, while Security Fixes for supported versions remain available during the Product Support Period without Lifecycle Maintenance.
8. Human support is separate. Response-time commitments apply only when Infrastructure Support or another support service is expressly purchased.

2. Scope, Acceptance, and Precedence

These OTee Product & Purchase Terms (the Product Terms) supplement the OTee Standard Terms of Service (the Standard Terms) and apply to Orders for OTee Licensed Infrastructure, Platform Services, Lifecycle Maintenance, Infrastructure Support, and related paid products.

By completing an online checkout, accepting an Order Form or quote, submitting a purchase request that OTee accepts, or otherwise placing an Order, Customer agrees to these Product Terms and the Standard Terms. If the accepting person acts for a business or other legal entity, that person represents that they have authority to bind that entity.

The applicable Order identifies the products, quantities, prices, license metrics, recurring services, billing intervals, and document versions accepted by Customer. A negotiated enterprise agreement, Order Form, amendment, or other customer-specific agreement controls where it expressly conflicts with these Product Terms. These Product Terms control over the Standard Terms for product-specific purchasing, licensing, subscription, and Maintenance matters.

Customer-provided purchase-order terms, vendor-portal terms, procurement policies, or other documents do not modify the agreement unless OTee expressly accepts them in writing.

3. Definitions

Control Driver means an OTee protocol or communication capability licensed for and attached to a specific Runtime entitlement.

Documentation means OTee's technical documentation, product descriptions, user guides, installation instructions, lifecycle information, security documentation, support documentation, and other materials made available by OTee.

Infrastructure License means a license entitlement for Licensed Infrastructure, including a Runtime, paid Control Driver, independent data service, or separately licensed NATS cluster node.

Infrastructure Support means a separately purchased support service that may include human technical assistance, case handling, escalation, service hours, or response-time commitments stated in the applicable Order or support schedule.

Licensed Infrastructure means OTee software deployed or operated outside OTee's hosted environment, including Runtimes, Control Drivers, data services, NATS cluster nodes, local agents, connectors, and other deployable components.

Lifecycle Maintenance means the optional annual entitlement described in Section 11.

Managed Component means an independently deployed and addressable Runtime instance, independent data-service instance, or separately deployed NATS cluster node enrolled in the OTee Platform for centralized management.

Order means an online checkout record, accepted quote, Order Form, invoice order, enterprise order, or other purchase record accepted by OTee.

OTee Platform means OTee's hosted platform, including applicable engineering, management, collaboration, orchestration, governance, API, monitoring, and AI functionality.

Product Support Period means the period during which OTee supports the relevant product or version, as stated in Documentation, the Order, or OTee's published lifecycle information.

Runtime means an OTee virtual PLC Runtime licensed for a production instance.

Security Fix means a software update, mitigation, configuration change, or other remediation issued by OTee to address a material security vulnerability in a supported version of Licensed Infrastructure.

4. Orders and Contract Formation

An Order must identify, as applicable, Customer, products, quantities, license metrics, prices, currency, taxes, payment method, recurring charges, billing intervals, renewal terms, and governing document versions.

For online card checkout, Customer submits the Order by selecting the payment action after affirmatively accepting the applicable terms. Unless the checkout states otherwise, the Order becomes binding when payment succeeds and OTee issues an electronic order confirmation.

For pay-by-invoice, quote-based, or manual procurement, Customer's submission is a purchase request unless OTee has already signed or expressly accepted the Order. The Order becomes binding when OTee issues an order confirmation, countersigns the Order Form, or otherwise confirms acceptance in writing.

OTee may reject or cancel an unaccepted Order because of pricing or configuration errors, suspected fraud, sanctions or export restrictions, credit concerns, product unavailability, unsupported use, or other reasonable commercial, legal, security, or operational grounds. OTee will refund amounts paid for an Order rejected before acceptance.

The order confirmation and the accepted Order together are the authoritative record of the purchased products, quantities, license metrics, initial fees, recurring commitments, and governing legal-document versions.

5. General Infrastructure License

Subject to payment of applicable fees and continued compliance with the agreement, OTee grants Customer a limited, non-exclusive, non-sublicensable license to deploy and use the Licensed Infrastructure identified in the Order for Customer's permitted business purposes, including engineering, integration, automation, or operational services for Customer's own customers where permitted by the Standard Terms or Order.

Licensed Infrastructure is licensed, not sold. Commercial descriptions such as "buy to own" mean that an Infrastructure License identified as perpetual has no fixed expiry date and does not require an ongoing OTee Platform subscription to remain valid. They do not transfer ownership of OTee software, source code, or intellectual property.

A perpetual Infrastructure License remains subject to the purchased license metric, quantity, Documentation, payment, the agreement, and termination for material breach. Customer may not use one entitlement for more simultaneous active instances than the quantity purchased.

Unless the Order expressly permits transfer, an Infrastructure License belongs to the purchasing Customer and may not be sold, assigned, sublicensed, leased, or transferred to another legal entity without OTee's prior written consent.

OTee may use license keys, entitlement records, activation credentials, signed entitlement files, online or offline activation, and reasonable technical controls to administer and verify license compliance. Customer must not bypass or manipulate those controls.

6. Runtime Licenses and Redeployment

One Runtime entitlement is required for each active production Runtime instance.

Customer may redeploy a Runtime entitlement from one physical device, virtual machine, container host, or other supported environment to another, provided the entitlement is not used for more active production Runtime instances than the quantity purchased.

Redeployment preserves the identity of the Runtime entitlement. All paid Control Drivers attached to that Runtime entitlement move with it.

Customer must deactivate, remove, or otherwise cease use of the prior Runtime instance as part of redeployment. A reasonable temporary overlap for documented migration, replacement, testing, or recovery is permitted only where OTee's Documentation or written approval permits it.

Runtime quantity bands, volume aggregation, and prices are determined by the Order or applicable price schedule.

7. Control Drivers

A paid Control Driver entitlement is purchased for and permanently associated with a specific parent Runtime entitlement.

A Control Driver may be redeployed to another device only together with its parent Runtime. It may not be detached from one Runtime entitlement and reassigned to another Runtime entitlement. This specific driver-binding rule controls over any general license-reassignment permission in the Standard Terms.

Each additional Runtime requiring the same paid Control Driver requires its own Control Driver entitlement.

Control Drivers form part of the parent Runtime configuration for pricing, entitlement administration, Lifecycle Maintenance, and platform-capacity treatment. A Control Driver does not count as a separate Managed Component.

Included Runtime capabilities identified in the Order or Documentation, such as Modbus TCP & RTU, Direct I/O, Namespace, and NATS Core connectivity, are included with the Runtime and do not create separate Control Driver entitlements unless OTee expressly states otherwise.

8. Independent Data Services

An independent data service is licensed separately from a Runtime and may be purchased and deployed without a Runtime.

Unless the Order states otherwise, one data-service entitlement is required for each active deployed instance of the applicable service, including each OPC UA Server, OPC UA Client, MQTT Broker, MQTT Client, REST Client, REST API, or other independent service identified in the Order.

Customer may redeploy a data-service entitlement between supported devices or environments, provided the same entitlement is not used for more active instances than the quantity purchased.

Each independent data-service instance counts as one Managed Component when enrolled in the OTee Platform.

9. NATS Connectivity and Cluster Nodes

NATS Core connectivity bundled within a Runtime is part of that Runtime entitlement and does not count as a separate Infrastructure License or Managed Component.

Each separately deployed NATS cluster node that is licensed or managed as an independent OTee infrastructure component requires the applicable entitlement stated in the Order.

Each separately deployed and Platform-managed NATS cluster node counts as one Managed Component. A three-node NATS cluster therefore counts as three Managed Components.

The Order or Documentation may state topology, version, support, or configuration requirements for NATS nodes and clusters.

10. OTee Platform Plans and Managed Components

The OTee Platform is commercially separate from Licensed Infrastructure. A platform subscription grants access to hosted features, user capacity, Managed Component capacity, data retention, governance, AI allowances, and other entitlements stated for the selected plan.

Managed Component capacity is based on the number of qualifying components actively enrolled in the OTee Platform. Each Runtime instance, independent data-service instance, and separately deployed NATS cluster node counts individually. Control Drivers and capabilities managed only through a parent Runtime do not count separately.

An edge deployment, site, project, workspace, or organization may group several Managed Components but is not itself the billing unit unless the Order expressly states otherwise.

Where a platform plan includes a Managed Component allowance, usage above that allowance is billed at the rate stated in the Order or applicable plan schedule. Unless the Order states another method, monthly usage is measured using the highest number of enrolled Managed Components during the applicable billing month.

Temporarily disconnecting or taking a component offline does not remove it from the managed fleet. Customer must remove or unenroll the component from centralized management using the available procedure for it to stop counting in future billing periods.

Free platform access may include a limited Managed Component allowance. Infrastructure outside that allowance may continue operating locally under valid perpetual Infrastructure Licenses without being enrolled for centralized management.

Cancellation or downgrade of a platform plan may end access to paid hosted features and centralized management capacity but does not terminate valid perpetual Infrastructure Licenses.

11. Lifecycle Maintenance

Lifecycle Maintenance is an optional annual recurring entitlement for specified Licensed Infrastructure.

For covered products, Lifecycle Maintenance includes access during the Maintenance term to:

1. new functional releases made generally available for the covered product;
2. major and minor version upgrades;
3. compatibility updates and supported upgrade paths;
4. product improvements included in the licensed product; and
5. release notes and lifecycle documentation.

Lifecycle Maintenance for a Runtime configuration covers the parent Runtime and paid Control Drivers identified as covered in the Order. It does not make a Control Driver transferable to another Runtime.

Lifecycle Maintenance does not include Security Fixes, new separately sold products or protocol families, Infrastructure Support, guaranteed response times, professional services, or an OTee Platform service-level agreement unless the Order expressly states otherwise.

The fee, coverage, renewal date, and covered entitlements are stated in the Order. Unless the Order states otherwise, Lifecycle Maintenance renews automatically for successive annual terms until canceled before renewal. Cancellation takes effect at the end of the current paid term, and fees already paid are non-refundable except as required by law or agreed by OTee.

If Lifecycle Maintenance lapses, the perpetual Infrastructure License and versions already obtained remain valid. Access to later functional releases and other Maintenance benefits stops at the end of the paid term.

Unless the Order states otherwise, reinstating lapsed Lifecycle Maintenance requires payment of one prior annual Maintenance term plus the upcoming annual term. OTee may require the covered infrastructure to be on a supported version before providing new Maintenance benefits.

12. Product Security and Product Support Period

Lifecycle Maintenance is not required to receive Security Fixes.

During the applicable Product Support Period, OTee will make available Security Fixes that OTee issues for supported versions of Licensed Infrastructure. OTee may provide a software patch, mitigation, configuration guidance, or replacement supported version reasonably necessary to address the vulnerability.

Security Fixes do not include unrelated new functionality, new separately sold products, compatibility enhancements unrelated to the vulnerability, human support, or service-level commitments.

The applicable Product Support Period and supported versions will be stated in Documentation, the Order, lifecycle notices, or OTee's published lifecycle policy. OTee may end support for a version after the applicable Product Support Period and may require migration to a supported version for future Security Fixes.

Customer is responsible for monitoring notices, assessing operational impact, testing, validating, and deploying Security Fixes or mitigations in Customer-controlled environments. OTee may make Security Fixes available without forcing automatic installation into an operating industrial system.

13. Infrastructure Support and Platform SLA

Lifecycle Maintenance and a platform subscription do not include human support response times unless the Order expressly states otherwise.

Infrastructure Support is sold separately and applies only to the products, service hours, severity levels, response targets, contacts, supported configurations, and term stated in the applicable Order or support schedule.

A Platform SLA, if purchased, applies only to the OTee-hosted services identified in the Order. It does not guarantee Customer-owned hardware, networks, local operating systems, industrial equipment, third-party systems, or Customer-operated Licensed Infrastructure unless expressly stated.

14. Subscription Renewal, Cancellation, Upgrades, and Downgrades

Platform subscriptions and Lifecycle Maintenance renew at the interval and price stated in the Order unless canceled before the next renewal or otherwise agreed.

Customer may request cancellation or downgrade at any time. Unless the Order states otherwise, cancellation or downgrade takes effect at the end of the current paid billing term. Fees for the current term are non-refundable and remain payable.

OTee may allow upgrades to take effect immediately and may charge a prorated amount or begin a new billing term as shown during the upgrade process.

Cancellation, non-renewal, or downgrade of a platform subscription, Lifecycle Maintenance, or Infrastructure Support does not disable or terminate valid perpetual Infrastructure Licenses.

15. Fees, Taxes, and Payment

Customer must pay the fees and taxes stated in the Order. Unless expressly stated otherwise, one-time infrastructure fees are due at purchase and recurring fees are billed in advance.

Fees are stated in the currency shown in the Order. Currency conversions displayed by OTee are for the applicable Order only and do not create a right to a different currency or exchange rate for future purchases.

Fees exclude applicable taxes unless expressly stated. Customer is responsible for VAT, GST, sales or use taxes, duties, levies, withholding taxes, and similar charges, excluding taxes on OTee's net income. If Customer is required to withhold tax, Customer must gross up the payment unless prohibited by law or OTee agrees otherwise.

Invoices are payable by the due date stated in the Order. OTee may suspend unprovided paid services or withhold new activations for overdue amounts. Customer remains responsible for undisputed fees and reasonable collection costs.

16. Delivery, Activation, and Order Errors

OTee will provide licenses, activation materials, account entitlements, or access using the delivery method and timetable stated in the Order or checkout.

Customer must provide accurate delivery, billing, organization, and contact information. OTee is not responsible for delays caused by inaccurate information, Customer systems, third-party payment providers, sanctions reviews, credit review, or events outside OTee's reasonable control.

Customer must notify OTee promptly if an order confirmation, invoice, activation record, or entitlement record materially differs from the accepted Order. OTee may correct administrative, typographical, or technical errors that do not alter the agreed commercial substance. A material change requires Customer's agreement or a refund for the affected unprovided item.

17. Electronic Acceptance, Records, and Document Versions

Customer agrees that electronic acceptance, checkout actions, Order Forms, payment records, account records, and electronic communications may evidence the agreement and Customer's authority to enter it.

For online Orders, OTee may retain the accepting person's name, business email, organization, authority confirmation, acceptance timestamp, IP address, user agent, exact acceptance text, Order snapshot, payment identifiers, and the identifiers and hashes of the legal-document versions accepted.

OTee will provide an electronic order confirmation without undue delay after an online Order is accepted. The confirmation will identify or provide access to the Order and the accepted versions of the Standard Terms and these Product Terms in a form that can be stored and reproduced.

OTee may archive the Order and acceptance record for the lifetime of the applicable perpetual license and for an additional period required for legal, accounting, security, dispute, and compliance purposes. Customer may request a copy of its Order and accepted terms, subject to reasonable identity and authority verification.

The version of the Order, Standard Terms, and Product Terms accepted for a purchase governs the essential perpetual-license scope, quantity, license metric, driver binding, and continued-use right for that purchase unless the parties expressly amend them.

18. Suspension and Termination Effects

OTee may suspend Platform Services, Lifecycle Maintenance, Infrastructure Support, downloads, new activations, or other functionality for overdue payment, material breach, security risk, unlawful use, license-limit violations, or other grounds stated in the Standard Terms.

Termination, expiry, or cancellation of recurring services does not terminate a valid perpetual Infrastructure License. Customer may continue using the licensed version, subject to the purchased metric, Documentation, and continuing compliance with the agreement.

OTee may terminate an affected Infrastructure License if Customer materially breaches license restrictions and fails to cure the breach within thirty days after notice. OTee may act immediately for deliberate license-control circumvention, unauthorized copying or transfer, infringement, unlawful use, or a serious and immediate security, legal, operational, or safety risk.

Upon termination of an Infrastructure License, Customer must stop using and delete or deactivate the affected Licensed Infrastructure. Accrued payment obligations and provisions that by nature should survive remain in effect.

19. Changes and Versioning

OTee may publish new versions of these Product Terms for future Orders. Each Order will identify the applicable version or effective date.

A new version does not retroactively reduce the essential perpetual-license scope, purchased quantity, license metric, driver binding, or continued-use right recorded in an existing accepted Order unless the parties expressly agree otherwise or a change is required by law.

Changes to Platform Services or other recurring services may apply prospectively at renewal, after reasonable notice, or following renewed acceptance where required. Customer-specific negotiated terms continue to govern until amended according to their terms.

20. Relationship to the Standard Terms

The Standard Terms contain the general provisions on accounts, Customer Materials, industrial responsibility, acceptable use, intellectual property, confidentiality, security, suspension, liability, export controls, governing law, and miscellaneous matters.

These Product Terms and the applicable Order control for product-specific purchasing, perpetual licensing, Runtime redeployment, Control Driver binding, data services, NATS cluster nodes, Managed Components, Lifecycle Maintenance, Security Fixes, renewal, and cancellation.

The Product Terms, Standard Terms, applicable Order, and any accepted customer-specific agreement form the complete agreement for the purchased products.