END USER LICENSE AGREEMENT

PLEASE, READ THIS END USER LICENSE AGREEMENT (“AGREEMENT”) VERY CAREFULLY BEFORE CLICKING AN “I AGREE” BUTTON, DOWNLOADING OR USING THINGSBOARD PROFESSIONAL EDITION IOT PLATFORM. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE THE SOFTWARE

DEFINITIONS

“Add-on” means any additional features, modules, functional enhancements, or increased capacity limits (such as analytics module or edge computing capabilities) that supplement the Base Scope and are payable by the Licensee.

“Base Scope” means the default content of the Software that may change from time to time by the Licensor, but which does not have the retroactive effect towards existing Licensees.

“Basic Support” means a technical support provided by the Licensor in scope of the license, if applicable, while using the Software by the Licensee within the Initial Term or for an agreed-upon specific period. The main purpose of the Support is to eliminate obvious defects and errors (bugs) of the Software.

“Cluster deployment” means a scalable and fault-tolerant installation of the Software in which components are represented by containerized images jointly acting as Software and at least 2 core services of the same type are launched simultaneously to build a cluster.

“Core services”, in Cluster deployment, means a tb-core and/or tb-rule-engine microservices.

“Datapoint” means a particular key-value pair delivered as a part of the payload from IoT device or third-party system.

“Development Server” means a fully functional Software distribution aimed for development and testing, containing a programmatic restriction for utilisation as a Production Instance, containing a corresponding watermark.

“Device fee” means a payment for IoT devices connected to the Software starting at 10,000 devices.

“Extension” means the expansion of the License Scope beyond the Base Scope, particularly to unlock provisioning of extra devices, running the Software in a Cluster Deployment mode, having a Development Server or extra Production Instances, if applicable.

“Initial term”, for means of the Perpetual license, the period of one year since the acceptance of the EULA by the Licensee, while all the New Versions are part of the acquired license scope and for which the Basic Support is provided.

“License key” or “License secret” means a Software activation code obtained by the Licensee as a result of licensing;; the secret cyphers the then-current License Scope.

“License Portal” means the web application (a website) accessible via https://license.thingsboard.io URL, which is designed for End User license management done by the Licensee, including license secret management, instance management, billing info management, signing/accepting or termination of the License agreement.

“License Scope” means the content of the Software (feature set, modules, add-ons, microservices) and its quantity configurable and payable by the Licensee, including via the License Portal; it consists of the Base Scope, Extensions, Renewals and Add-ons.

“New Version” means the Software distribution published by the Licensor that contains new functionality, fixes and other improvements.

“Offer document” means the human-readable document with reference number sent by Licensor to the Licensee, which contains the prevailing and full terms and conditions of licensing of the Licensee, while the End User License Agreement specifies generic terms. The Offer Document is optional and may not be executed in all instances. In the absence of an Offer Document, or in addition to it, the Licensee may acquire licenses and/or add-ons through the License Portal. By placing an order through the License Portal, the Licensee irrevocably accepts and acknowledges the terms, pricing, and specifications of such order, which shall be governed by the EULA.

“Offline Mode” means, where applicable, the Software Add-on enabling the use of the Software on a network that does not provide external, Internet-facing endpoints.

“Production Instance” means a fully functional Software distribution corresponding to a single server process aimed to be used to solve business needs or as a base counting metric in a Cluster Deployment.

“Renewal Term” (or “Renewal”) means the period of one year after the Initial Term that extends the license scope to the Initial Term conditions.

“Software” means a ThingsBoard closed-source IoT platform of whatever version with or without Add-ons that enables rapid development, management and scaling of IoT projects as well as to provide a possibility to (i) provision and control devices; (ii) collect and visualize data from devices; (iii) analyze device data and trigger alarms; (iv) transfer device data to other systems; (v) enable use-case specific features using customizable rules, AI and plugins. All specific features regarding the Software functionality can be found by the Licensee at: https://thingsboard.io.

“Software License fee” means a payment, which must be contributed, starting from the moment of signing of this Agreement and which makes it possible for the Licensee (i) to have the agreed-upont License Scope; (ii) to use the Software in compliance with the terms of the License; (iii) to use the support services within the time frame, over which the License fee was contributed as well as all further payments for the then-current License Scope change if applicable. The Software License Fee is an aggregated value.

“Territory” means worldwide unless otherwise provided in the Offer document.

“ThingsBoard Cloud” means a public managed service cluster offering from the Licensor.

“Support” means technical support provided by the Licensor while using the Software by the Licensee within the term of the License (if it is in a Base Scope). The main purpose of the Support is to eliminate obvious defects and errors (bugs) of the Software.

“Update fee” means a payment for the ability to exercise the Renewal Term.

“Website/Company’s website” means the https://thingsboard.io website that is owned by the Licensor.

RECITALS

WHEREAS, the Licensor has developed the Software and is the owner of this Software;

WHEREAS, the Licensee intends to purchase a License and use the Software; and

WHEREAS, the Licensor is ready to provide such the License for usage of the Software under the terms and conditions set forth herein, the Parties, in consideration of the foregoing premises and realizing reciprocal obligations, contained in this Agreement, have agreed as follows:

In compliance with the terms and conditions of this End­ User License Agreement (hereinafter referred to as the “License agreement”/“Agreement”), ThingsBoard, Inc. (hereinafter referred to as the “Licensor”/“We”) hereby grants the Licensee a limited, commercial, non-sublicensable, non-transferable, non-exclusive right to use the Software only for Licensee’s commercial use on the Territory in accordance with documentation that accompanies the Software and under the terms set forth herein (hereinafter referred to as the “License”). This Agreement cannot be understood as an agreement for sale in any way.

Signing this Agreement, the Licensee acknowledges that it shall pay to the Licensor for the usage of the License in a manner and under the terms prescribed by this Agreement.

Using the Software, the Licensee is obliged to adhere to the terms and conditions specified herein. Before the use of the Software on a fee basis, the Licensee may apply for a Testing, examine and evaluate the Software under a free trial on the ThingsBoard Cloud.

TRANSFER OF THE LICENSE

The Licensor grants the License to the Licensee when all payment obligations stated herein are completed by the Licensee. Herewith, the License is to be considered as appropriately granted to the Licensee, when the Software is downloaded from the Website or the License secret is obtained by the Licensee.

The Software within the current License has the corresponding to the license type Base Scope that covers a single operating system process and a license for the number of provisioned devices specified in the Offer Document or License Portal. The Licensee is entitled to download the Software from the Website and install the Software only onto its 1 (one) server. Herewith, if the Licensee intends to use the Software on more than 1 (one) server, the Licensee is obliged to buy Extensions, i.e., additional production instances.

The Licensee acknowledges that if required, the Licensor provides the Licensee with the electronic link for downloading the Software, the License key for activating the Software, usage instructions, and the Software documentation.

The License Scope may be defined independently by the License from within the License Portal, within an additional agreement to this Agreement or within the Offer document.

For Cluster Deployment, Production Instance is applicable for each instance of a Core service or Rule Engine service.

Unless the Software is specifically authorized to operate in Offline Mode pursuant to the particular Section herein, the Licensee acknowledges and agrees that a continuous and stable connection to the public Internet is a prerequisite for the Software’s operation. This connection is required to:

• Validate licensing credentials and authorisations;
• Enable full access to the ordered License Scope;
• Facilitate the automatic reporting of IoT Device counts for the purpose of calculating Device Fees; and
• Receive critical security patches and update notifications.

Except where Offline Mode is active, any interruption, suspension, or termination of the Internet connection may result in the Software, or specific features thereof, becoming disabled, inaccessible, or performing with reduced functionality. The Licensee is solely responsible for obtaining and maintaining the necessary internet services, hardware, and network configurations required to satisfy the connectivity standards set forth in this Section. The Licensor shall have no liability for Software malfunctions, data loss, or service interruptions caused by the Licensee’s failure to maintain a permanent internet connection.

TERM AND TERMINATION

Under this Agreement, the License type is specified in the Offer Document or License Portal as either:

(a) Perpetual: Granted indefinitely, subject to the terms of this Agreement. After the Initial Term, access to New Versions requires the payment of the Update Fee.

(b) Subscription: Granted for a specific Subscription Term (e.g., monthly or yearly). The License automatically expires at the end of the term unless renewed.

The effective date of the License is the date the License was granted to the Licensee by the Licensor.

This Agreement comes into force as of the date of its signing. The term of the Agreement is equal to the License validity, although the Parties agreed, that the Agreement shall be legally effective until the moment, the Parties have fulfilled all their obligations under this Agreement.

License fee covers the License Scope.

The License may be withdrawn by the Licensor at any time on the grounds of the Licensee’s breach of the terms of this Agreement. In a case of License withdrawal, the Agreement is to be considered as terminated.

The Parties are entitled to terminate this Agreement’s validity earlier by constituting the additional agreement to this Agreement, herewith, the License granted to the Licensee hereunder shall be considered as terminated too.

Upon the expiration or in a case of early termination of the Agreement, the License fee, including the fee for Extension, Renewal or any Add-ons, shall not be refunded to the Licensee. Upon this Agreement termination (i) all Licensee’s rights under this Agreement must be immediately terminated and (ii) the Licensee remains responsible for all fees and charges the Licensee had to pay up to the date of termination.

FEES

In the frames of the Agreement, the currency in which all payments must be made is US dollars unless otherwise specified in the Offer document.

All payments under the Agreement shall be made against the invoices the Licensor provides the Licensee with, including through the means of the License Portal.

The Software License fee is determined based on the License Scope and License Type selected by the Licensee in the Offer Document or License Portal.

For Perpetual Licenses: If the Licensee expresses the desire to get New Versions after the Initial Term, the Licensee shall pay the Update fee. Otherwise, Licensee can use the Software without upgrading to New Versions.

For Subscription-based Licenses: Access to New Versions is included in the recurring fee for the active term.

The final amount of this Agreement — Software License fee — is the sum of the Software License fee paid by the Licensee throughout the term of the License. The Software License fee is a gross amount, but it does not include any shipping, duties, bank fees, sales, any value added tax, use tax, sales tax or any other similar tax. Each party shall pay all taxes it must.

The License fee is non-refundable, regardless of any circumstances, unless otherwise specified by the Parties in the appropriate additional agreement.

OFFLINE MODE

Use and Scope. The Licensee may only utilise the Software in Offline Mode if specifically authorised in an Offer Document or through the License Portal. Unless otherwise stated, all terms of the general EULA apply to the Offline Mode.

Connectivity and Responsibilities. The Licensee is solely responsible for providing and maintaining the private network environment. The Licensee acknowledges that in Offline Mode, the Software will not receive automatic update notifications. The Licensee is responsible for manually retrieving and applying any updates.

Usage Verification and Reporting. Because the Software in Offline Mode cannot automatically report usage data to the Licensor, the Licensee agrees to provide a manual usage report (specifically regarding the number of provisioned IoT Devices) upon the Licensor’s reasonable request, but no more than once per calendar quarter.

Security. The Licensor shall not be liable for any security vulnerabilities or data breaches resulting from the Licensee’s internal network configuration or the failure of the Licensee to manually apply critical security patches or updates.

OBLIGATIONS OF THE PARTIES

The Licensor is obliged to provide the Licensee with the License on the terms, specified herein.

The Licensee is obliged: (i) to adhere to the terms specified in this Agreement; (ii) to make all appropriate payments provided by the Agreement; (iii) to use the Software in a good way as specified herein, herewith, the Licensee may not transfer or sublicense the License to any third party, in whole or in part, in any form; (iv) to indemnify all damages to the Licensor as stated in the Agreement; (v) to adhere to all demands regarding the confidentiality and intellectual property as stipulated herein.

The Licensee shall strictly comply with all laws, rules, and regulations applicable while using the Software.

USE OF THE LICENSE

The Licensee is entitled to use the Software the Licensee has paid for, at its sole discretion with the purposes that are specified herein as well as with any other purposes contemplated by the Software functionality and not prohibited by the applicable legislation.

The Licensee is entitled to grant the right of access to the Software to its employees, clients, partners or any other individuals but only on the basis set forth herein. Herewith, the Licensee is obliged not to transfer the Software to third parties, which are not formally authorized by the Licensee to the Software access.

The Licensee independently bears the liability for the consequences that may arise as a result of the access to the Software provided by the Licensee to its employees, clients, partners or other third parties.

The Licensee is obliged not to perform any actions regarding the Software, which can directly or indirectly violate the Licensor’s rights and/or contribute to the damages for the Licensor and/or for the third parties.

The Licensee is obliged not to develop, use or provide a competing software product or service, which include, without limitation, installations of the Software, or any component thereof, as a service, whether managed or otherwise.

The Licensee has not any rights to (i) modify, alter, tamper with, repair, or otherwise create derivative works of the Software; (ii) reverse engineer, disassemble, or decompile the Software or apply any other process or procedure to derive the source code of the Software; (iii) access or use the Software in a way intended to avoid incurring fees or exceeding usage limits or quotas; (iv) resell or sublicense the Software; (v) attempt to disable or circumvent any security mechanisms used by the Software; (vi) use the Software to perform a malicious activity; (vii) upload or otherwise process any malicious content to or through the Software; or (viii) provide services to terrorists or those recognized to be terorristic by governments or parliaments of at least 5 (five) countries, or sanctioned companies, individuals or countries under sectoral sanctions.

The Licensee acknowledges and agrees that the Licensor may collect and utilise certain usage data related to Licensee’s use of the Software, including, but not limited to, the number of tenants, connected devices, assets, and other relevant metrics. This data will be collected for the purposes of:

• verifying Licensee’s compliance with the terms and conditions of this Agreement, including the permitted scope and limitations of the license granted herein; and
• generating statistical and analytical reports related to the use of the Software, which may be used for internal business purposes, including product improvement and development.

The Licensor shall implement reasonable security measures to protect the collected usage data from unauthorised access, use, or disclosure. Licensor may retain the collected usage data for a period necessary to fulfil the purposes outlined in this section, unless a longer retention period is required or permitted by applicable law.

SUPPORT

The Licensor will make all reasonable steps to provide the Licensee with quality Software support when it is needed. Herewith, the Licensor provides the Licensee free of charge support with a committed 48-hour first response time, part of the Initial Term or active license subscription Base Scope.

Herewith, more quality Software support may be provided by the Licensor on a fee basis, if this is additionally agreed by the Parties.

The Licensee may grant the Licensor temporary access to its servers on which the Software is used, for providing certain procedures and actions regarding the Software support. The timeframe of such a period may be agreed upon by the Parties additionally through the signing of additional agreements.

CONFIDENTIALITY

In the context of this Agreement, the “Confidential Information” shall mean information designated as confidential or reasonably considered as confidential, including, but not limited to, financial, advertising and operational information.

Internal structure, constitution, Software code, artefacts, API, binaries, repository, and any other technical, commercial and/or financial information, either expressed in notes, letters, facsimile, memoranda, agreement, contract, analyses, reports, minutes, documents, manuals, compilations, software code or formulae, electronic mail, or other written forms, or disclosed orally, is valuable commercial and confidential information, owned by the Licensor.

Each Party to this Agreement shall keep the other party’s Confidential Information confidential by using a reasonable degree of care, but not less than the degree of care used to protect its own Confidential Information.

Each Party is obliged not to disclose the other party’s Confidential Information to any third party without the disclosing party’s prior written consent or except as required by law or use the other party’s Confidential Information for any purpose except performing this Agreement or furthering the relationship between the Parties. The Licensor is entitled to collect, keep and use the Confidential information of the Licensee with the purpose of fulfiling the obligations stipulated herein, as well as for the Software improvement and development, unless otherwise agreed by the Parties.

The information shall not be considered as confidential in case if such information:

• is or becomes publicly known without breaching terms of this Agreement or any other similar obligation of confidentiality by the Licensee of any other third Party;
• was at Licensee’s disposal or became known before the moment of signing of this Agreement.

Upon the expiration or in a case of early termination of the Agreement, the Licensor is not obligated to keep any Licensee’s Confidential information and has a right to delete such information at its sole discretion after the termination date at any time. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Confidential Information, which is considered a trade secret according to relevant law, shall be kept confidential by the Parties for as long as such information remains trade secret.

INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP

The Licensor reserves ownership of all intellectual property rights inherent in or relating to the Software and\or whatever Add-ons, Extensions, which include, but not limited to, all copyright, patent rights, all rights in relation to registered and unregistered trademarks (including service marks), confidential information (including trade secrets and know-how) and all rights other than those expressly granted by this Agreement. These rights are reserved by the international treaties and all other applicable legislative provisions regarding intellectual property protection.

The Software is not sold and is not alienated to the Licensee.

All rights for the Software are reserved by the Licensor except those which are explicitly transferred to the Licensee as the end user of the Software under the License transferred within this Agreement.

While using the Software, the Licensee is entitled to upload a data which belongs the Licensee. Herewith, the Licensee represents and warrants that the Licensee owns all rights, title, and interests in and to its data and none of its data violates this Agreement, any applicable law or any third party’s intellectual property or other rights.

While using the Software, the Licensee may upload any other information, including any personal information. The Licensee represents and warrants that the Licensee owns all rights for such information or has obtained consent to use such information from the owner.

The Licensee acknowledges and confirms that the Licensor may use the data, the intellectual property rights for which belong to the Licensee, to improve or/and develop the Software functionality. The Licensor may disclose the Licensee’s data for a purpose to facilitate the Software usage or for a purpose to comply with any request of a governmental or regulatory body.

In a case of the termination or early termination of the Agreement, the Licensor is not obligated to keep any data or intellectual property rights that belong to the Licensee and has a right to delete such data at its sole discretion after the expiration or early termination, at any time.

WARRANTIES DISCLAIMER

THE LICENSOR PROVIDES THE SOFTWARE “AS IS” AND WITHOUT WARRANTY OF ANY KIND AND HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY, AND NON-INFRINGEMENT. THE LICENSOR DO NOT GUARANTEE THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, AND THE LICENSEE ACKNOWLEDGES THAT IT IS NOT TECHNICALLY PRACTICABLE FOR US TO DO SO. IN NO EVENT SHALL THE LICENSOR BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, TORT, AGREEMENT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL LICENSOR BE LIABLE TO THE LICENSEE OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE OR MALFUNCTION, OR DAMAGES RESULTING FROM THE LICENSEE USE OF THE SOFTWARE. LICENSOR’S LIABILITY FOR DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE FEES PAID BY LICENSEE HEREUNDER. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF THE LICENSOR SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.

LIABILITY AND INDEMNIFICATION

If the Licensee violates the Licensor’s intellectual property rights and/or discloses the Licensor’s Confidential information, the Licensee shall reimburse the Licensor for all arising expenses and losses.

The Licensee independently bears the liability in a case of appeals of any third parties, whose rights and/or interests are violated as a result of the use of the data uploaded by the Licensee while using the Software.

The Licensee is obliged to indemnify and hold harmless the Licensor, its representatives and partners from and against any damages, reasonable legal fees and costs finally awarded against the Licensor to the extent resulting from or for amounts paid by the Licensor to settle any third party claim concerning Licensee’s data or the combination of Licensee’s data with other applications, content or processes, including any claims involving alleged infringement or misappropriation of third-party rights by Licensee’s data or by the use, development, design, production, advertising or marketing of Licensee’s data.

The Licensor shall indemnify the Licensee from damages, reasonable legal fees, and costs finally awarded against the Licensee in a case when a third party asserts against the Licensee a claim that the Software infringes a third party’s intellectual property right. In any case, the Licensor is not obliged to defend or indemnify the Licensee, if the third parties’ claims are based or occurred as a result of any breach of this Agreement by the Licensee.

DISPUTE RESOLUTION

All issues arising out of or related to this Agreement shall be resolved in accordance with the laws of the United States of America.

All disputes arising from this Agreement shall be settled by the Parties by negotiating. In a case, the Parties cannot manage to reach an agreement regarding the arisen dispute, such dispute shall be submitted to the corresponding court of the USA. Each Party hereby unconditionally agrees on the exclusive jurisdiction and the place of trial venue. Herewith, the Licensee hereby agrees that the trial must be held in accordance with the rules of such court.

MISCELLANEOUS

This Agreement represents the complete agreement regarding the License which is to be transferred by the Licensor to the Licensee and supersedes all prior agreements and representations between the Parties. In a case where any provision of this Agreement becomes or is declared by the court of the competent jurisdiction as illegal, unenforceable or void, this Agreement will be effective entirely without the mentioned provision.

Parties agreed that the exchange of the information shall take place, among other means, by means of sending electronic letters via the following e-mail:

E-mail of the Licensor: [email protected];

Upon this Agreement coming into force, all correspondence, preliminary agreements, protocols of intent and any other written or oral agreements between the Parties on issues, in some manner regarding this Agreement, lose legal effect, but can be taken into consideration in case of interpretation of the terms of this Agreement.

The Parties bear full liability for the accuracy of banking details specified by the Parties in this Agreement, and each of the Parties is obliged to notify the other Party of such banking details in time and in written form, and bear the responsibility for repercussions connected with this, in a case of not notifying the other Party.

The additional agreements as well as the appendices to this Agreement are to be considered as an integral part of the Agreement and are legally binding, in case of being concluded in written form, signed duly by the persons authorised by the Parties and sealed by the Parties.