STANDARD TERMS OF SERVICE

1. Key Terms Summary

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

1. Business use only. OTee products are intended for business and professional use, not consumer use.
2. Software is licensed, not sold. OTee software that you download, deploy, activate, or run locally is licensed under these Terms, the Product & Purchase Terms, applicable Documentation, and the relevant Order.
3. Perpetual infrastructure remains usable. Where an Order states that an infrastructure license is perpetual, the Customer may continue using the licensed version after payment, subject to the purchased license metric and the agreement.
4. Paid platform subscriptions are optional unless stated otherwise. Properly licensed OTee infrastructure does not require a paid platform subscription to continue operating.
5. Purchases have additional terms. The OTee Product & Purchase Terms and the applicable Order govern product-specific license metrics, subscriptions, Lifecycle Maintenance, and purchasing mechanics.
6. You own your materials. You retain ownership of the code, configurations, files, and other materials you create or upload.
7. Industrial use is your responsibility. You are responsible for testing, validating, commissioning, securing, and safely operating your hardware, networks, devices, industrial systems, and processes.

2. Agreement, Acceptance, and Precedence

These Standard Terms of Service (the Standard Terms) govern access to and use of OTee's platform, Free IDE, account features, hosted services, Licensed Infrastructure, Documentation, and related products made available by OTee AS (OTee, we, us, or our). These Standard Terms form an agreement between OTee and the business or legal entity accessing or using OTee (Customer, you, or your).

OTee products are offered for business and professional use. By creating an account, logging in, accessing the OTee Platform, using the Free IDE, creating a workspace or project, downloading software, activating software, deploying Licensed Infrastructure, or otherwise using OTee products, you accept these Standard Terms. If you act for a company, organization, or other legal entity, you represent that you have authority to bind that entity.

The OTee Product & Purchase Terms apply to online purchases, accepted quotes, Order Forms, invoice orders, platform subscriptions, Lifecycle Maintenance, and other paid products unless a customer-specific agreement states otherwise. OTee may also present additional terms for enterprise environments, support, professional services, beta programs, safety-related functionality, data processing, developer tools, APIs, or third-party services.

If Customer has a framework agreement, enterprise agreement, Order Form, statement of work, data processing agreement, support schedule, service-level agreement, or other customer-specific agreement accepted by OTee, that document governs to the extent stated in it. If documents conflict, the more specific document controls for the relevant product, purchase, license, subscription, service, or environment. The remaining provisions continue to apply.

No purchase order, vendor portal term, customer policy, code of conduct, procurement document, or other Customer-provided term modifies the agreement unless OTee expressly accepts it in writing. OTee's performance, delivery, invoice, provision of access, or failure to object does not constitute acceptance of Customer-provided terms.

3. Accounts and Organization Administration

You must provide accurate and complete account, company, billing, domain, and contact information when required and keep it current. You are responsible for maintaining the confidentiality and security of login credentials, accounts, workspaces, projects, devices, deployments, and access controls. You are responsible for activity under your account by employees, contractors, consultants, Affiliates, system integrators, service providers, and other authorized users.

If OTee uses domain verification, domain capture, single sign-on, or organization-level controls, you represent that you have the right to provide and manage the relevant domains, users, and organization information. An organization administrator may control access, assign roles, manage users, access Customer Materials, configure settings, and enforce organizational policies.

You may authorize employees, contractors, consultants, system integrators, service providers, Affiliates, or other persons to access your OTee environment. You are responsible for granting appropriate access, removing access when no longer required, and ensuring that authorized users comply with the agreement. An authorized user receives no independent right to use OTee outside Customer's authorization.

OTee may provide controls such as multi-factor authentication, role-based access control, audit logs, or single sign-on depending on the plan or environment. You are responsible for configuring and using available controls appropriately.

4. Free Access and Free IDE

OTee may provide free access to parts of the OTee Platform, including the Free IDE, account functionality, workspaces, projects, trials, infrastructure components, and other features. Subject to the agreement, OTee grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Free IDE for permitted business purposes, including engineering, integration, automation, and operational services for Customer's own customers.

Free platform access may be used to build, deploy, and operate properly licensed OTee infrastructure in production. Free hosted features may nevertheless be subject to limits on users, workspaces, projects, Managed Components, monitoring, APIs, storage, data retention, support, functionality, or availability. Limits on hosted features do not reduce valid perpetual rights in Licensed Infrastructure.

OTee may modify, limit, suspend, or discontinue free hosted features prospectively. Where reasonable, OTee will provide notice of material changes. If OTee materially limits or discontinues free hosted functionality that stores Customer Materials, OTee will use commercially reasonable efforts to provide a reasonable export method unless prohibited by law, the account is suspended or terminated for serious breach, or continued access creates a security, legal, operational, or safety risk.

Free hosted access is provided without uptime, support, maintenance, or service-level commitments unless OTee expressly agrees otherwise in writing.

5. Licensed Infrastructure and Platform Services

Licensed Infrastructure means OTee software that may be downloaded, deployed, installed, activated, or run outside OTee's hosted environment, including virtual PLC Runtimes, control drivers, data services, NATS cluster nodes, local agents, connectors, and other deployable components.

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

Subject to the agreement, applicable Documentation, license metrics, and payment of applicable fees, OTee grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to install and use Licensed Infrastructure for permitted business purposes, including engineering, integration, automation, or operational services for Customer's own customers.

Licensed Infrastructure is licensed, not sold. OTee and its licensors retain all ownership and intellectual property rights. Commercial statements such as "buy to own" mean that the applicable infrastructure license is perpetual and does not require an ongoing platform subscription to remain valid; they do not transfer ownership of OTee software, source code, or intellectual property.

Where an Order states that a license is perpetual, Customer may continue using the applicable licensed version after payment, subject to the purchased quantity, license metric, Documentation, and the agreement. Termination or downgrade of Platform Services, Lifecycle Maintenance, or Infrastructure Support does not terminate a valid perpetual infrastructure license.

The Product & Purchase Terms and the applicable Order define product-specific metrics and rights, including Runtime redeployment, control-driver binding, data-service licensing, NATS cluster nodes, Managed Components, Lifecycle Maintenance, subscription capacity, and renewal terms.

OTee will make Security Fixes for supported Licensed Infrastructure available during the applicable Product Support Period as described in the Product & Purchase Terms and OTee's published lifecycle information. Lifecycle Maintenance is not required to receive those Security Fixes. New functional releases, upgrades, compatibility updates, human support, service levels, and professional services are included only when expressly stated in an Order or separate agreement.

OTee may administer licenses through license keys, activation credentials, entitlement files, online or offline activation, account records, or reasonable technical controls. Customer must not bypass, disable, manipulate, or circumvent those controls.

6. Purchases, Subscriptions, and Billing

The Product & Purchase Terms and the applicable Order govern product descriptions, quantities, license metrics, prices, currency, taxes, payment method, recurring charges, billing intervals, renewal terms, delivery, and contract formation for paid products.

Platform subscriptions and Lifecycle Maintenance renew according to the Order. Unless the Order states otherwise, Customer may cancel or downgrade a recurring service before the next renewal, with the change taking effect at the end of the current paid term. Fees already paid are non-refundable and recurring fees are non-cancelable during the current term except as required by law or expressly agreed by OTee.

Fees exclude taxes unless expressly stated. Customer is responsible for applicable taxes, duties, levies, VAT, GST, sales or use taxes, withholding taxes, and similar charges, excluding taxes on OTee's net income. OTee may use third-party payment processors.

If Customer fails to pay amounts when due, OTee may suspend paid hosted features, Lifecycle Maintenance, Infrastructure Support, downloads, activations, future purchases, or other functionality and pursue available remedies. Nonpayment of a platform subscription does not by itself terminate a fully paid perpetual infrastructure license.

7. Customer Materials, Usage Data, and Privacy

Customer Materials means code, programs, logic, configurations, files, project materials, data, text, documentation, models, and other materials that Customer or its authorized users submit, upload, create, process, or deploy using OTee. Customer retains ownership of Customer Materials.

Customer grants OTee a worldwide, non-exclusive license to host, process, transmit, display, reproduce, store, analyze, and use Customer Materials as necessary to provide, secure, maintain, support, troubleshoot, comply with law, and enforce the agreement. OTee may use aggregated or de-identified information derived from Customer Materials to improve OTee products, provided it does not identify Customer or an individual.

Customer is responsible for Customer Materials, including accuracy, legality, security, backup, quality, suitability, and use in industrial systems. Customer represents that it has the rights, permissions, consents, and legal bases required to use Customer Materials with OTee.

Customer must not submit sensitive, regulated, protected, or special-category data unless Customer has ensured that the processing is lawful and OTee has agreed to support that data where required. A Data Processing Addendum may apply where OTee processes personal data on Customer's behalf.

OTee may collect and use usage, telemetry, diagnostic, activation, entitlement, performance, security, error, configuration, and similar data to provide, operate, secure, maintain, support, troubleshoot, analyze, and improve OTee products; verify license compliance; prevent abuse; and develop new products and features. OTee's processing of personal data is described in its Privacy Policy.

8. Industrial and Safety Responsibility

Customer is responsible for its hardware, operating systems, containers, virtual machines, networks, firewalls, third-party software, dependencies, industrial devices, fieldbus networks, sensors, actuators, process equipment, power supply, personnel, operating procedures, and industrial processes.

Customer is responsible for testing, validation, simulation, commissioning, acceptance testing, backup, rollback procedures, change management, risk assessment, monitoring, maintenance, and safe operation. OTee's obligations apply only when OTee products are used in accordance with Documentation and supported-environment requirements.

OTee is not responsible for failures, defects, vulnerabilities, downtime, unsafe conditions, data loss, or performance issues caused by third-party hardware, software, networks, services, protocols, libraries, devices, systems, integrations, or Customer-controlled environments. OTee products do not replace the professional judgment of qualified engineers, operators, safety professionals, or other responsible personnel. Customer must review and approve code, configurations, deployments, control logic, and operational decisions before production use.

Customer must not use OTee products for safety-critical, life-critical, emergency shutdown, fail-safe, SIL, medical, nuclear, aviation, or similarly high-risk applications unless the applicable product, version, configuration, Documentation, certification, and written agreement expressly authorize that use. Customer remains responsible for hazard analysis, safety lifecycle compliance, validation, commissioning, proof testing, operating procedures, maintenance, and applicable laws and standards.

9. Acceptable Use and Restrictions

Customer must use OTee products in compliance with law, Documentation, license limits, and the agreement. Customer must not, and must not permit anyone else to:

1. reverse engineer, decompile, disassemble, or attempt to derive source code, except to the extent the restriction is prohibited by law;
2. copy, modify, adapt, translate, or create derivative works of OTee products except as expressly permitted;
3. sublicense, rent, lease, lend, transfer, or distribute OTee products outside the scope expressly permitted by the agreement;
4. sell OTee products as standalone products, white-label OTee products, provide public hosted access as a general-purpose service, or operate a competing platform unless OTee expressly permits it;
5. use OTee products, non-public Documentation, or access to build, train, benchmark, or improve a competing product or service unless OTee expressly permits it;
6. remove proprietary notices or bypass, disable, manipulate, or circumvent license, activation, entitlement, security, telemetry, or usage controls;
7. test, scan, probe, penetrate, or benchmark OTee systems for vulnerabilities or limitations unless OTee expressly authorizes it;
8. scrape, data mine, harvest, or access OTee products programmatically except through permitted APIs;
9. impersonate a person or entity, misrepresent affiliation, or avoid fees, usage limits, license metrics, or billing controls; or
10. use OTee products to violate law, infringe rights, compromise security, disrupt systems, upload malicious code or unlawful content, or harm OTee, customers, users, systems, or third parties.

10. Intellectual Property, Confidentiality, and Third-Party Components

OTee and its licensors own all rights, title, and interest in OTee products, including software, source code, object code, interfaces, designs, workflows, models, Documentation, know-how, trademarks, and intellectual property. No rights are granted except as expressly stated in the agreement. No source-code rights are granted unless expressly stated in a written agreement signed by OTee.

If Customer provides feedback, suggestions, ideas, or recommendations, Customer grants OTee a worldwide, perpetual, irrevocable, royalty-free, sublicensable license to use them without restriction or payment, provided OTee does not identify Customer as the source of confidential feedback without permission.

Each party may receive non-public business, technical, product, security, commercial, financial, or other information from the other party that is marked confidential or should reasonably be understood as confidential. The receiving party may use that information only to exercise rights and perform obligations under the agreement, must protect it using reasonable care, and may disclose it only to personnel, contractors, advisors, and Affiliates who need to know and are bound by confidentiality obligations. Confidential information excludes information that is public without breach, already known without restriction, independently developed without use of confidential information, or lawfully received from a third party without restriction.

OTee products may include or interact with third-party software, open-source software, hardware, cloud services, protocols, libraries, APIs, or integrations. Open-source components may be subject to separate license terms. OTee is not responsible for third-party products or services not provided by OTee.

11. Security and Service Providers

OTee will maintain reasonable administrative, technical, and organizational security measures designed to protect Platform Services and Customer Materials processed by Platform Services. OTee may describe its current security practices in applicable security standards or Documentation.

OTee may use third-party service providers, subprocessors, hosting providers, payment processors, infrastructure providers, support providers, and other vendors to provide and improve OTee products. OTee remains responsible for their performance to the extent required by the agreement or applicable law.

Customer is responsible for securing its systems, devices, networks, credentials, deployments, Runtime environments, backups, industrial equipment, and access controls. Security, support, or service-level commitments beyond the baseline described in the agreement apply only when expressly included in an Order or separate agreement.

12. Suspension and Termination

OTee may suspend or restrict accounts, Platform Services, downloads, activations, Lifecycle Maintenance, Infrastructure Support, or other functionality if OTee reasonably believes Customer has breached the agreement; payment is overdue; use creates a security, legal, operational, or safety risk; an account has been compromised; Customer exceeds license limits; suspension is required by law or a provider requirement; or use may harm OTee, customers, users, systems, or third parties.

Either party may terminate the agreement or an affected service if the other party materially breaches and fails to cure the breach within thirty days after written notice. OTee may suspend or terminate immediately for unlawful use, intentional circumvention of license controls, material infringement of intellectual property rights, serious confidentiality or security breach, or use that creates an immediate security, legal, operational, or safety risk.

Upon termination of a right to use an OTee product, Customer must stop using and delete the affected product where the applicable license has been terminated. Termination, cancellation, expiry, or downgrade of Platform Services, Lifecycle Maintenance, or Infrastructure Support does not terminate a valid perpetual infrastructure license, provided all applicable infrastructure fees have been paid and Customer remains in compliance with the agreement.

Payment, ownership, confidentiality, license restrictions, disclaimers, indemnity, limitation of liability, termination effects, governing law, and provisions that by nature should survive will survive termination.

13. Disclaimers, Liability, and Indemnity

To the maximum extent permitted by law, OTee products are provided "as is" and "as available" except as expressly stated in an Order or written agreement. OTee disclaims implied warranties, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, uninterrupted operation, error-free operation, and suitability for Customer's industrial process, hardware, environment, or use case.

Free hosted access, trials, beta features, evaluation features, and early-access features are provided without warranty, support, SLA, maintenance, availability commitment, or indemnity unless expressly stated otherwise. Customer must not use beta, trial, evaluation, or early-access features in production, safety-critical, or high-consequence environments unless OTee expressly authorizes the use in writing.

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, punitive, or similar damages, or for loss of profits, revenue, goodwill, data, production, use, business opportunity, or cost of substitute goods or services, even if advised of the possibility.

For paid OTee products, unless a written agreement states otherwise, each party's total aggregate liability arising out of or relating to the affected paid product will not exceed the amounts paid or payable by Customer to OTee for that product during the twelve months before the event giving rise to liability. For paid perpetual Licensed Infrastructure not covered by an active recurring service, OTee's aggregate liability will not exceed the fees paid for the affected Licensed Infrastructure.

The limitations do not apply to liability that cannot be limited by law, Customer's payment obligations, willful misconduct, gross negligence, or infringement or misappropriation of the other party's intellectual property rights.

Customer will defend and indemnify OTee against third-party claims, damages, liabilities, losses, and expenses arising from Customer Materials, Customer's use of OTee products in breach of the agreement, Customer's industrial systems or products, Customer's violation of law, or Customer's infringement of third-party rights. OTee's intellectual-property indemnity obligations, if any, are only those expressly stated in an Order or written agreement.

14. Export Controls, Changes, Notices, and Governing Law

Customer must comply with applicable export-control, sanctions, and trade laws. Customer must not use OTee products in embargoed jurisdictions, by or for prohibited parties, or for prohibited end uses.

OTee may update these Standard Terms prospectively. For material changes, OTee will use reasonable efforts to provide notice through the Platform, email, or another reasonable method. Updated terms may apply to future use of Platform Services from the stated effective date, subject to applicable law and any Order or customer-specific agreement.

A later version of these Standard Terms will not retroactively reduce the essential perpetual-license scope, purchased quantity, license metric, or continued-use right recorded in an existing accepted Order unless the parties expressly agree otherwise or a change is required by law. Material changes to an active paid subscription may be applied at renewal, following notice, or through renewed acceptance where required.

OTee may provide operational notices through the Platform, email, account notifications, or other reasonable means. Legal notices to OTee must be sent using the contact details published by OTee or stated in an applicable Order.

The agreement is governed by the laws of Norway, excluding conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The ordinary courts of Norway will resolve disputes that the parties cannot resolve amicably unless the parties expressly agree another dispute process in writing.

15. Miscellaneous

Customer may not assign or transfer the agreement or its rights without OTee's prior written consent. OTee may assign the agreement in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

Neither party is liable for delay or failure caused by events beyond its reasonable control, excluding payment obligations. If a provision is invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable while preserving its intent, or severed if modification is not possible. Failure to enforce a provision is not a waiver.

The agreement does not create a partnership, agency, joint venture, employment, franchise, fiduciary, or similar relationship. Neither party may bind the other unless expressly authorized in writing.

Affiliate means an entity that controls, is controlled by, or is under common control with a party. Customer may allow Affiliates to use OTee products only as permitted by the agreement and is responsible for their compliance.

These Standard Terms, together with the Product & Purchase Terms, applicable Orders, policies, product schedules, and customer-specific agreements, form the entire agreement regarding Customer's use of OTee products.