SENSORFACT SOFTWARE AS A SERVICE (SaaS) AGREEMENT

This Software as a Service (SaaS) Agreement (“Contract“) between the Customer and Sensorfact (hereinafter, each of them a “Party” and both together the “Parties”) consists of the access to the agreed services (specifically proprietary software access, consultancy services and ongoing support, hereinafter “Services”). For the purposes of this Contract, the (“Main Agreement”) shall mean the separate agreement entered into between the Customer and ABB regarding the acquisition of hardware or products that include access to the Sensorfact Services. This Contract replaces all previous oral and written agreements regarding the same subject matter. Customer acknowledges and agrees that any additional or different terms and conditions (including those in or attached to a Purchase Order) insofar as they relate to the Services are rejected and do not apply unless explicitly agreed in writing by both Parties.

WHEREAS:
●      Sensorfact offers, inter alia, a solution consisting of its software that, utilizing data measured from machines, can monitor, analyze and provide the user with insights and/or advice on the basis thereof.
●      Sensorfact is a subsidiary of ABB and, as per the Main Agreement, Sensorfact shall provide the Services specifically regarding the software.
●      The Parties wish to arrange their relationship and the terms and conditions for the Services in this Contract.

Article 1 – Software
1.1. Sensorfact’s proprietary Software provides access to operational data, visual insights, and analytical tools relating to the Customer’s assets, systems, and processes. Depending on the specific product or service subscribed to, the Software may include functionalities such as real-time or historical data visualization, asset condition monitoring, performance tracking, anomaly detection, predictive maintenance support, configurable reporting dashboards, customizable alerts and notifications, and standard data export features (e.g., CSV downloads) to facilitate monitoring, analysis, and operational decision-making. Sensorfact may update, modify, suspend, or improve the Software and its functionalities from time to time, at its sole discretion.
1.2. During the term of this Contract, the Customer is granted with an access to the Software under the following conditions: (i) the software shall be kept confidential; (ii) the software may not be copied, reverse engineered or modified and (iii) access rights are non-transferable, except with the prior written consent of Sensorfact.
1.3. Except as expressly stated in this Contract, all Services are provided “as is” and “as available”. Sensorfact disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation.
1.4. For the avoidance of doubt, the Parties explicitly agree that any software or services warranties set forth in the Main Agreement shall not be applicable to the Services provided by Sensorfact.

Article 2 – Intellectual Property
2.1. All intellectual property rights in and relating to the Services and any other materials provided or made available under this Contract, including all Software improvements or developments thereof, shall remain the exclusive property of Sensorfact. Nothing in this Contract shall be construed as transferring any intellectual property rights to the Customer.
2.2. To the extent that any intellectual property is created, discovered or developed in connection with the performance of the Services, such intellectual property shall automatically vest in Sensorfact. The Customer shall, upon Sensorfact’s request, execute any documents reasonably necessary to confirm such ownership.
2.3. The Customer shall not copy, reproduce, modify, reverse engineer, disclose, or otherwise use Sensorfact’s intellectual property except as expressly permitted under this Contract.

Article 3 – Liability
3.1. Notwithstanding any contrary or deviating provision or provisions in the Contract, the Parties agree that Sensorfact: (i) shall not be liable for indirect or consequential losses, under which but not exclusively: loss of profit, loss of revenues, interruption of operations and/or operational losses, costs relating to the replacement of the supply of energy, loss of data, increase in costs and/or loss of expected savings, overhead costs, loss of business, loss of electrical connection, damage caused by usage and/or cost of capital or any other specific, indirect or consequential losses of any nature whatsoever; and (ii) Sensorfact’s total aggregate liability resulting from the performance or nonperformance of its obligations under the Contract, including any and all liabilities arising from or in connection with the Services (including the use of the Software) whether in contract, tort, or otherwise shall not in any case exceed EUR 25,000 (twenty-five thousand euros).

Article 4 – Support
4.1. Sensorfact will provide remote troubleshooting support to the Customer in connection with the use of its Services under this Contract. Sensorfact will not actively seek to alert the Customer, and responsibility to request support is therefore placed at the Customer.
4.2. Sensorfact commits to the following service levels: telephone support (Dutch business hours) and email support (during business days).

Article 5 – Governing Law and Jurisdiction
5.1 This Contract, including these terms and conditions, will be interpreted under, and any disputes arising out of the contract including the terms and conditions will be governed by the laws of the Netherlands. For the avoidance of doubt, the “United Nations Convention on contracts for the international sales of goods (CISG) 1980” does not apply.
5.2 Each Party irrevocably consents to the jurisdiction of the courts located in Rotterdam (Netherlands), in connection with all actions arising out of or in connection with the Contract and waives any objections that such venue is an inconvenient forum.

Article 6 – Data Usage & Integrity
6.1. To the extent that Services supplied by Sensorfact under this Contract are used within the territory of the European Union, the Customer agrees that the terms of the Data Usage and License Agreement (as published on Sensorfact’s website) shall apply and form an integral part of this Contract. For the avoidance of doubt, the Data Usage and License Agreement does not apply Services used outside of the European Union.
6.2. The Customer warrants that it will comply with all relevant Integrity & Trade Compliance Provisions (Sensorfact’s compliance requirements and standards regarding anti-bribery, anti-corruption, trade control, sanctions, export control, human rights, anti-modern slavery, and related applicable integrity laws, as published on Sensorfact’s website). The Services (including the Software) may not be used for military or nuclear applications without Sensorfact’s prior written consent.