If you are acquiring any Product or Service (as defined herein) form Plaato Technologies, as, which can be done by accepting and executing a pricing quote you agree to the terms and conditions contained herein (the “Agreement”). 

Please review this Agreement before accepting and executing the quote (or Order Form as defined herein). Acceptance and execution of the quote constitutes full acceptance and agreement with this Agreement. 

In this Agreement, the word "Customer" mean each and every person or company that acquire the Plaato Services or Products (as defined below). The word "Plaato" mean Plaato Technologies, AS.

General Terms and Conditions

Scope of the Agreement. 

General. The terms and conditions found in this General Terms and Conditions section of the Agreement ("General Terms") apply to all sensors and services that Plaato may provide to the Customer. Specific terms and conditions may apply to certain sensors and/or services, and such terms and conditions shall be described in applicable addenda incorporated to this Agreement. 

Plaato Pro. "Plaato Pro" means the proprietary sensors developed and produced by Plaato that monitors and tracks the fermentations and provides Process Data (as defined below in Clause 5.1 below) during the fermentation process. Specific terms and conditions regarding the Plaato Pro are defined in the Plaato Pro Addendum. 

Plaato Edge. "Plaato Edge" means the gateway offered by Plaato that can be plugged into a programmable logic controller (a "PLC") to allow for the collection of Process Data from the Customer's sensors and other equipment that are not Plaato Pros and transfer such data to the Plaato Cloud Services. Specific terms and conditions regarding the Plaato Edge are defined in the Plaato Edge Addendum. 

Plaato Cloud Services. "Plaato Could Services" means the software developed and offered by Plaato that collects, reads, processes, stores, and analyzes Process Data collected and provided by either Plaato Pro, Plaato Edge or through other means such as integrations. The Plaato Cloud Services allows for storage, visualization and analysis of Process Data through different dashboards. Specific terms and conditions regarding the Plaato Cloud Services are defined in the Plaato Cloud Services Addendum. The Cloud Services may also be referred to as "Plaato Services." 

Installation Accessories. "Installation Accessories" means any and all installation equipment, including, but not limited to, as Plaato Connect, stainless steel t-connectors, adapters (fittings), and other hardware that may be necessary to be used in the installation of Plaato Pro and Plaato Edge, and that shall be purchased by the Customer, as specified in the Order Form (as defined below). “Plaato Connect” is a WiFi router provided by Plaato that enables devices to connect to the internet. (Installation Accessories together with Plaato Pro and Plaato Edge, the "Products")

Dependencies. The Customer may acquire Plaato Pro and Plaato Edge independently as Plaato Pro does not depend on Plaato Edge to operate and vice versa. Both Plaato Pro and Plaato Edge will require Plaato Cloud Services to give the Customer access to the Process Data.

Order Form. From time to time, at the Customer's request, Plaato may provide quotes for Plaato Pro, Installation Accessories, and/or Services to be provided under this Agreement. Once such quote is accepted and signed by the Parties, such quote becomes an Order Form, which is subject to this Agreement and binding between the Parties. Each Order Form is independent and shall have its own price and term, as provided in such Order Form. 

The Services.

Common Terms. This Clause 2 provides terms and conditions that are common to all the Services. Plaato shall perform the Services, its responsibilities, and obligations: (i) in a timely and professional manner consistent with industry standards; (ii) with a level of skill and expertise in the industry consistent with the requirements of the scope of Services; and (iii) exercising the highest degree of professionalism.

License. Plaato grants to the Customer a non-exclusive, non-transferable, revocable, non-sublicensable, limited license to use the Services solely in accordance with the terms and conditions of this Agreement. The license granted in this clause does not include the right to access the source code or object code, or otherwise access parts of the Services which are not intentionally made available by Plaato.

Restrictions. In connection with Customer’s use of the Services, Customer shall not (i) copy, transmit, transfer, modify, reverse engineer, reverse compile, disassemble, reverse assemble or otherwise determine or derive source or object code of the Services, nor permit or authorize any third party to do any of the foregoing; (ii) wrap the Services with Customer’s applications or application programming interfaces ("APIs") for resale or otherwise attempt to "white label" the Services with Customer’s application or otherwise; (iii) navigate or search the Services with any tool, software, agent, engine or other means (including bots, avatars, intelligent agents, or spiders); (iv) use the Services in a way that could impair, overburden, damage, or disable any portion of the Services; or (v) copy or mirror any material contained on the Services (unless as allowed herein).

Users. The Customer shall be able to give access to the Services to its employees and agents by creating users to the Services (the "Users"). The number of Users for each Service will be included in the Order Form (may also be referred as the number of "Licenses"). The Customer is solely responsible for all the actions and omissions of its Users while using the Services and to ensure that such Users comply with the terms of this Agreement. 

Enhancement and Updates. Plaato may make enhancements, updates, and modifications to the Services from time to time. Plaato shall notify the Customer of modifications that may (i) cease to provide certain functionality; or (ii) have an impact on the integration that may demand Customer to adjust or implement changes in its systems. 

Integration. In the event that the Customer requires that the Services are integrated with the Customer's systems and/or software, the Customer is solely responsible and liable for such integration and its costs. 

Covenants, Representations, and Warranties. 

Mutual. Each Party represent and warrant to the other Party that:

It is organized, validly existing and in good standing under the laws of the jurisdiction of its organization; 

This Agreement has been authorized by all necessary corporate action; and 

When executed and delivered, this Agreement will constitute the legal, valid, and binding obligation of each Party, enforceable in accordance with its terms.

By Plaato. Plaato represents and warrants to the Customer that:

The Services shall confirm in all material respects with this Agreement;

No information or technology delivered by Plaato to the Customer under this Agreement will infringe on any copyright, patent, trade secret, rights of publicity or privacy, or other proprietary rights of any person, whether contractual, statutory or at common law;

It is not a party to any other contract or obligation that conflicts with or is inconsistent with this Agreement; 

It has obtained and is in compliance with all requirements and conditions of all licenses, permits, and authorizations from regulatory authorities required to provide its products and services, and

Any Plaato Pro or Services will be delivered free of any encumbrancers of any and every nature.

Covenants. Furthermore, the Customer covenants that:

It will use the Services and Plaato Pro in compliance with this Agreement and all applicable laws and regulations, and in a way that will not harm the Services or anyone else’s use of them; 

It will ensure that the Services and the Plaato Pro are used in accordance with any instructions, user manuals or similar provided by Plaato; and

Customer covenants that it has the right to use and share the Customer Process Data (as defined below), regardless of whether the Customer Process Data is owned by the Customer or received and/or licensed from a third party, and that Plaato may use data as provided in this Agreement;

It will maintain the security of the Customer's account and/or APIs keys, where is applicable, passwords and files, and will not allow that more than one person has access to a User (or License).

Pricing and Payments.

Fees. As consideration for any of the Products or Services, whichever is applicable, the Customer shall pay the fees defined in the applicable Order Form (the "Fees"). All Fees are exclusive of any taxes (including related to value added or import and export), duties, levies or tariffs. 

Payment. Payment may be made via credit card or invoices, as provided in the Order Form, and on the date agreed in the respective Order Form. Delayed payments shall be subject to penalty interest in accordance with the Norwegian Act Relating to Interest on Overdue Payments etc. 

Services Fee Changes. Plaato may modify the recurring fees related to the Services by providing the Customer with at least sixty (60) days’ prior notice. Such notice may be sent by email to the address provided by the Customer to Plaato as main contact. Fees changes will take effect at the start of the next Term for the affected Service following the date of the price change. The Customer accepts the new price by continuing to use the Services after the price change takes effect. If the Customer does not agree with a price change, the Customer may reject the change by providing Plaato with a termination notice prior to the price change taking effect.

New features. Plaato may introduce new features, functions, parameters, or enhancements to the Services (collectively, the "Features") at any moment after the signing of this Agreement. Plaato may, at its sole discretion, define additional Fees for access and use of these new features. The Customer will be notified of any new Features and the associated Fees. The Customer shall inform Plaato about its interest in acquiring the new Features, and Plaato will provide access to such Features and invoice Customer as provided in this Agreement. 

Suspension of Services Due to Non-Payment. In the event Customer has not paid an undisputed amount within the time according to Clause 4.2 above, Plaato shall notify Customer of such non-payment. If payment is not received by Plaato within fourteen (14) calendar days after such notification was issued, Plaato may, without further notification, suspend Customer’s access to the Services. Customer will regain access to the Services upon payment of the undisputed amount, including accrued interest, and any further amounts accrued after the notice was issued. Such non-payment may also be considered a material breach of the Agreement, entitling Plaato to terminate in accordance with Clause 10.2(c) below.

Data.

Process Data. "Process Data" means all data and information related to the production processes that is processed through and by the Services or other equipment used by Customer presented as parameters, including, but not limited to, gravity, temperature, fermentation activity, pressure, volume, flow rates, energy usage, water consumption, pH, ABV %, status of the facility, historical data, and several other parameters as defined by Plaato for each Plaato Pro and Plaato Edge from time to time. 

Plaato Pro and Plaato Edge. Plaato Pro and Plaato Edge shall monitor and provide to the Services the Process Data as specified by Plaato. Plaato may adjust and modify the Plaato Pro and Plaato Edge from time to time to allow for the collection of additional Process Data through upgrades and new Features.

Third Party Sensors. In the event that the Customer users third party sensors other than Plaato Pro, the Plaato Services shall only process and analyse the data provided by such third party sensors and are not able to attest its accuracy or completeness. Consequently, Plaato shall not be responsible for the Process Data that is monitored and provided by such sensors.

Ownership of Data. The Customer shall retain all the title, rights, and interests to the Process Data that is extracted by the sensors, including Plaato Pro and/or third party sensors or systems, and processed by the Services (the "Customer Process Data"). Plaato shall retain all the title, rights, and interests to the Process Data that is made available by Plaato to the Customer as a result of the Services processing, reviewing, analysing, and benchmarking of the Customer Process Data (the "Plaato Process Data"). 

License to Process Data. 

The Customer hereby grants to Plaato a non-exclusive, non-transferrable (unless in the case of sale of business), world-wide, fully-paid, irrevocable license to access and use the Customer Process Data for Plaato’s own internal commercial or business purposes, including, but not limited to, (i) develop the current or new Services, improve quality of tasks; (ii) create, develop, offer, and/or distribute other features and additional services or products, including offering reports, benchmarks, statistics, and data, to customers or prospective customers or partners; and (iii) train and enhance of machine learning and artificial intelligence software; as long as the use or provision of such Customer Process Data under this Clause in connection with other customer, prospective customers, suppliers, commercial partners, or other third-parties are made in an aggregated and anonymized manner.

Plaato hereby grants to the Customer an exclusive, perpetual, irrevocable, worldwide, royalty-free license, with the right to sublicense, under all relevant intellectual property rights, including the right modify, copy, reproduce,  download, or create derivative works from the Plaato Process Data. This license does not allow the Customer to share the Plaato Process Data with third parties or publish it in any format or media unless previously approved in writing by Plaato. 

The Parties may agree in writing (email being accepted) to share non-aggregated and/or non-anonymized Process Data with a third party. 

Data Protection.

Personal Data. During the term of the Agreement, a Party may process personal data concerning the other Party’s representatives, employees or other parties performing work for that Party, for the purpose of managing the contractual relationship between the parties and the performance of the party’s obligations under the Agreement. In relation to such processing, each party shall act as a data controller and shall comply with its obligations pursuant to the data protection law and regulation applicable to such Party.

Security Measures. Plaato will endeavour commercially reasonable efforts to safeguard all the Customer Process Data that is processed through the Services. 

Data Breach. In the event of a breach of security resulting in unauthorized access, loss, or disclosure of any data, the breached Party shall notify the other Party within 24-hours of when the Party became aware of the breach, with the information collected until that moment and possible actions to minimize and respond to the breach. Each Party shall be responsible for the payment of losses and fines applied to such Party relating to the breach of its own systems and applications.

Integrations with Third-Parties.

Possible Integrations. Plaato Products and Services may be integrated with third-party products or services ("Third Party Products and Services"). Plaato has accommodated for the integration with selected partners, as available at https://plaato.io/integrations. 

Responsibility for Integration. The Customer shall be solely responsible for any and all integration of the Plaato Products and Services with Third Party Products and Services, at its own costs and expenses. If provided by Plaato, the Customer shall abide to any and all Integration Requirements, as shall be deemed any (i) requirements and information available in the API documentation; (ii) use cases; (iii) functional and/or technical specifications relating to all available functions and features of the Services, in any document form and/or development work to be undertaken by Customer.

Consent of Data Flow. The Customer understands, acknowledges and consents that by integrating Plaato Products or Services with Third Party Products and Services, Plaato may receive and process Customer Process Data from such Third Party Products and Services. 

Liability Disclaimer. Plaato shall have no liability whatsoever related to the integration, its functionality, its fitness, results, and accuracy of data under such integration. 

Intellectual Property.

Ownership. Each Party is the exclusive owner of and retains all rights, titles, and interests to each Party’s tradenames, trademarks, logos, domain names, copyrights, data, Confidential Information (as defined herein), and all intellectual property rights therein and thereto (collectively, the Party’s "Intellectual Property").  There are no implied licenses under this Agreement.

Products and Services. Plaato is the exclusive owner of and retains all rights, titles, and interests to the Plaato Intellectual Property, including, but not limited, to the source and object code and associated documentation, and all modifications, enhancements, upgrades, and updates thereto to the Plaato Services, and any patents, patent applications, designs related to Plaato Pro, Plaato Edge, Plaato Cloud Service, Plaato Connect, and all Intellectual Property rights therein and thereto.

No Acquisition of Intellectual Property. Except as provided in this Agreement, neither Party shall acquire any rights in the foregoing and neither Party shall copy, transmit, transfer, modify, or create derivative works of the other Party’s Intellectual Property, nor permit or authorize any third-party to do any of the foregoing.

Feedback. Customer may from time to time identify problems, solutions to identified problems, provide suggestions, comments or other feedback related to the Services or the Plaato APIs or otherwise relating to Plaato (“Feedback”) to Plaato. Customer acknowledges and agrees that all Feedback is and shall be given entirely voluntarily and Plaato shall be free to use or disclose such Feedback for any purpose. Customer further acknowledges and agrees that such Feedback does not contain confidential or proprietary information and Customer is not entitled to any compensation or reimbursement of any kind from Plaato under any circumstances relating to such Feedback.

Confidential Information.

For the purposes of the Agreement, “Confidential Information” means any information, whether or not developed by a Party, including but not limited to pre-existing or new information which relates to all ideas, designs, methods, discoveries, improvements, products, software, trade secrets, product data and specifications, proprietary rights, business affairs, product developments, customer information or employee information, techniques, models, inventions, data, databases, proprietary code, know-how, pricing terms, business forecast, sales and marketing plans and reports provided to either Party under the agreement. 

During the term of the Agreement and two years thereafter, each Party will keep and maintain the other party’s Confidential Information in the strictest of confidence and will not otherwise make the other party’s Confidential Information available in any form, to any third party, or use the other party’s Confidential Information for any purpose other than the performance of its obligations in the Agreement. 

Each Party shall be responsible for ensuring that their respective officers, agents and employees do not disclose, use or distribute the other party’s Confidential Information in violation of the terms and conditions of the Agreement. Each Party will make commercially reasonable efforts to protect the other Party’s Confidential Information.

Term and Termination.

Term. The Agreement shall commence on the Effective Date and shall continue in effect until terminated in accordance with this section. Each Order Form may have its own term and each Service to be provided under an Order Form will have the term specified in the Order Form (whether monthly or yearly) and shall start after the delivery of each Product related to the Service.

Termination. The Agreement may be terminated:

By either Party, in the event of material breach by the other Party and, to the extent that such breach can be cured, fails to cure such breach within thirty (30) days after receipt of notice to cure by the other Party; 

By Plaato if it deems that Customer has engaged in any conduct or activities that Plaato in its reasonable discretion believes violates the letter or spirit of any of the terms of this Agreement; 

By Plaato, in the event that the Customer fails to pay the Fees on the due date for two (2) months in any given twelve (12) month period or does not pay any Fee within thirty (30) days of the due date; and

By either Party, in the event (A) the other Party becomes insolvent; (B) an insolvency procedure is begun against a Party and not dismissed within thirty (30) days; or (C) any material portion of a Party’s assets is attached, seized, levied on, or comes into possession of a trustee or receiver and the attachment, seizure, or levy  is not removed within ten (10) days. 

Effects of Termination. 

Expiration or termination of any Order Form shall constitute the expiration or termination of such Order Form only and shall not affect this Agreement or any other Order Form outstanding under this Agreement. Termination of the Agreement shall also serve to terminate any Order Form in progress.

In the case of termination as provided in Clauses 10.2(a) and 10.2(b) above, Customer shall have no right to obtain any refund or credit for the fees Customer has paid.

In the case of termination by the Customer under Clause 10.2(d), to the extent this does not interfere with the bankruptcy estate’s right to assume Plaato’s position in the Agreement, Customer shall have the right to recover, access and obtain a copy of the Customer Process Data stored in the Services at the time of the Court decision regarding the insolvency.

Warranty Disclaimer. 

Except as specifically set forth in this agreement, no other representations and warranties are given by Plaato or Customer and any and all of Plaato Products and/or Services, and other products and services or information provided under this Agreement are provided "as is" and "as available," without any representation or warranty, whether express, implied or statutory, including any warranties of merchantability, fitness for a particular purpose, title, custom, trade, quiet enjoyment, noninfringement, availability, up to date, timeliness, or accuracy of the data and other information.  

Plaato does not warrant that the services will be available, will meet Customer’s requirements or will operate in an uninterrupted, error-free, or completely secure manner or that errors or defects will be corrected. Plaato does not make any representations, warranties, or conditions regarding the use or the results of the use of the services, in terms of their accuracy, reliability, timeliness, completeness, or otherwise.

Limitation of Liability.

In no event will Plaato, its affiliates, employees, agents, representatives, licensors or other third party partners be liable to Customer or any other person for any indirect, incidental, punitive, special, exemplary or consequential damages or loss of profits (however arising, and whether based on warranty, contract, tort, including negligence) arising out of or in connection with this Agreement, even if such Party has been advised of the possibility of such damages.

In no event shall Plaato be liable for any investment or business decision gain/loss Customer may incur during Customer business operations related to the production processes. Customer has the sole responsibility of reviewing the data provided by the Services and making its own decisions regarding its business. 

In no event will Plaato’s liability exceeds the fees Plaato has received from Customer during the preceding twelve (12) months under the Order Form which has given rise to the claim.  

Allocation of Risks. 

Each provision of these terms that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is to allocate the risks of this agreement between the Parties. This allocation is reflected in the pricing offered by Plaato to Customer and is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of these terms. The limitations in Clause 11 and 12 above will apply notwithstanding the failure of essential purpose of any limited remedy in this Agreement. 

Indemnification.

Each Party agrees to defend, indemnify and hold harmless the other party or their affiliates, subsidiaries, officers, directors, agents, employees, and suppliers (collectively, the "Indemnitees") from any third party claims, actions, proceedings, and suits and related liabilities, damages, settlements, penalties, fines, costs, or expenses (including reasonable attorneys’ fees and other litigation expenses) (“Claims”) arising from such Party's: (a) violation of this Agreement or any other applicable terms or policies; (b) access or use of the Services; (c) gross negligence or misconduct; and/or  (d) actual or alleged violation of any other third party’s intellectual property rights. The obligations of the Indemnifying Party to defend, indemnify and hold the other Party harmless are conditioned upon the Indemnified Party promptly notifying the Indemnifying Party of the Claim and allowing the Indemnifying Party sole control of the defense of the Claim, related settlement negotiations and settlement of the Claim (for which consent is not required so long as no financial or material burden is imposed on the Indemnified Party; or no admission of guilt is required from the Indemnified Party). The Indemnified Party shall have the right to participate in the defense with its own counsel and at its own expenses. 

The obligation of either Party to indemnify the other shall be reduced to the extent that any loss claimed by the Party seeking indemnification was caused by, or could have been prevented or reduced by, any act or omission of that Party. 

Miscellaneous.

Legal Venue and Choice of Law. This Agreement will be governed exclusively by, and construed exclusively in accordance with, the laws of Norway, without regard to its conflicts of laws provisions. Oslo District Court will have exclusive jurisdiction to adjudicate any dispute relating to this Agreement. 

Assignment. Customer shall not transfer or assign this Agreement or any rights under this Agreement, in whole or in part, by operation of law or otherwise, without Plaato's prior written consent, and any such transfer or assignment without consent shall be voidable. An assignment or transfer includes a change of control of Customer (change in ownership of more than fifty percent (50%) of the voting stock of Customer) or a transfer or sale of any substantial part (twenty-five percent (25%) or more in value) of the total assets of Customer, including a merger.

Notices. To the fullest extent permitted by law and this Agreement, notices from one Party to the other regarding this Agreement may be provided electronically, and each Party agrees to receive those notices in an electronic form and is fully responsible to communicate to the other Party the email address to which such notices shall be sent.

No Third Party Beneficiaries. This Agreement is intended for the sole and exclusive benefit of the signatories and is not intended to benefit any third party. For the purposes of this section, third parties include, but is not limited to, affiliates or subsidiaries, vendors, and or customers and clients of either Party. Only the Parties to this Agreement may enforce it and/or have access to the Services defined herein.

Severability. If any provision of this Agreement is for any reason held to be invalid, illegal, or unenforceable in any respect under law: (i) such invalidity, illegality, or unenforceability shall not affect the other provisions of this Agreement; (ii) this Agreement shall be construed as if such invalid, illegal, or unenforceable provision were excluded from this Agreement; and (iii) the court, in its discretion, may substitute for the excluded provision an enforceable provision which in economic substance reasonably approximates the excluded provision. If any provision of this Agreement is for any reason held to be excessively broad as to duration, geographical scope, activity, or subject, then such provision shall be construed by limiting and reducing it so as to be enforceable to the extent compatible with the then-applicable law.

Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom such waiver is sought to be enforced. No failure or delay by either Party in exercising any right, power or remedy under this Agreement shall operate as a waiver of any such right, power or remedy. The express waiver of any right or default hereunder shall be effective only in the instance given and shall not operate as or imply a waiver of any similar right or default on any subsequent occasion.

Expenses; Taxes. Except as otherwise specified in this Agreement, each Party will bear its own costs of performance under this Agreement.  Each Party shall be liable for all taxes, duties, levies or tariffs or charges of any kind imposed by any federal, state or local governmental entity with respect to the net income recognized by such Party in connection with this Agreement and/or the sale of its products and services.

Amendments. This Agreement may only be amended, modified, or supplemented by an instrument in writing specifically identifying this Agreement and signed by the authorized representatives of each Party.

Entire Agreement. This Agreement sets forth the final, complete, and exclusive agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understanding whether written or oral.

Plaato Pro Sensor and Plaato Edge Addendum

• Description.

Plaato Pro. Plaato Pro is a fermentation monitoring sensor that allows a customer to track the change in liquid density and temperature during a fermentation process. The Plaato Pro transmits the data to the Plaato Cloud Service, where the Customer shall be able to receive Process Data. Plaato Pro is intended for professional use only. 

Plaato Edge. Plaato Edge is an industrial gateway which connects into a customer Programmable Logic Controller ("PLC") and allows the extraction of data from existing sensors and equipment such as temperature, flow rates, energy usage, water consumption, pressure and other parameters. The Plaato Edge then transfers this data to the Plaato Cloud. The Plaato Edge can also be enabled for two-way communication, allowing data from the Plaato Cloud to enter the PLC for use in the SCADA system, visualization on the HMI or other use cases as determined by the Customer.

For access to the Customer Process Data retrieved by the Plaato Edge, the Customer shall obtain access to the Plaato Cloud Services. 

The Plato Edge relies on third party sensors and the control systems used by the Customer for acquisition of the Customer Process Data. Plaato shall not be liable for the accuracy of the data provided by such third party sensors and the control systems.

Products. Plaato Pro and Plaato Edge shall be referred collectively in this Addendum as the "Products," and individually as "Product."

• Products Options.

Options. The Customer may purchase or rent the Products, as it shall be provided in the applicable Order Form, which shall also define the quantity of Products to be received by Customer, pricing and any additional terms and conditions, such as rental period, if applicable. 

End of Rental Period. In the event that Customer rents the Products, after termination of such rental period, Plaato shall have the option, at its sole discretion, of (i) requesting that the Customer returns all the Products in its possession, or (ii) disconnecting the transfer property of the Products to the Customer, in which case the Customer shall dispose the Products at its own discretion.

• Delivery.

Delivery of the Products. Plaato shall deliver the Product to the Customer at the location and on the delivery date specified in the Order Form. Plaato will make reasonable efforts to meet scheduled delivery dates and will, in no event or circumstance, be liable for any loss, damage or penalty resulting from any delay in delivery. 

Costs. Customer shall cover all cost related to fright, packing, insurance and shipping. Customer shall be responsible for VAT and any local taxes such as import tax, fees or duties.

Transfer of Risk. All risk of loss or damage to the Product shall transfer to the Customer upon delivery. Delivery shall be deemed to occur when the Product is handed over to the Customer or the Customer's designated carrier at Plaato's premises or other agreed-upon location.

Inspection and Acceptance. The Customer shall inspect the Product upon delivery and notify Plaato of any visible defects or discrepancies within seven (7) days. Failure to provide such notice within the specified period shall constitute acceptance of the sensors by the Customer.

Title and Ownership. 

Rented. Title to the Plaato Pro shall remain with Plaato in the case of rented sensors. Title shall transfer to the Customer upon full payment in the case of purchased Plaato Pro.

Purchased. If Customer has selected to purchase the Plaato Pro, the title to the Plaato Pro shall pass to the Customer once the sensor is delivered.

• Replacement

Limited warranty. Plaato shall replace any Product under this Addendum that is found to be defective due to manufacturing faults or defects within the warranty period of one (1) year after delivery, at no additional cost to the Customer. The Customer must notify Plaato of any such defects within seven (7) days of discovery. The warranty does not cover damage or defects caused by:

Unauthorized modifications or repairs.

Use of the Product in a manner not intended by Plaato.

Environmental conditions outside the specified operating range.

Erroneous integration by the Customer.

Accidents, natural disasters, or other external causes beyond the Plaato's control.

Customer-Caused Damage. In the event that the Product is damaged, lost, or rendered inoperable due to the Customer's actions, negligence, misuse, or failure to follow Plaato's instructions, the Customer shall be responsible for the cost of replacement. Plaato shall provide a replacement Product at the Customer's expense, including all associated costs such as price for Product, shipping and handling.

Replacement Procedure. To initiate a replacement, the Customer must contact Plaato's customer service and provide details of the issue. Plaato will assess the situation and, if applicable, arrange for the return of the defective hardware and shipment of the replacement hardware.

• Installation

Plaato Pro. The Customer shall install the Plaato Pro according to the installation guides and instructions provided by Plaato. 

Plaato Edge. Plaato Edge hardware must be installed by an automation engineer, electrical engineer or similar professional qualifications to set up both the power and connection to the control system.

Requirements. The Customer shall, and shall cause to, conform to all installation guides and instructions provided by Plaato, ensuring that the Product is installed correctly. Plaato takes no responsibility for any defects, misreading or any other failures caused by the installation by Customer, or any third party hired to provide the installation services.

Plaato Cloud Services Addendum

• Description.

Plaato Cloud. The Plaato Cloud is a software as a service that collects, stores, analyses, and visualizes Process Data, and may provide additional information regarding trends, insights, as defined from Plaato from time to time. The Plaato Cloud allows for continuous tracking of Process Data for process monitoring, process insights and other features.

Access to Plaato Cloud.

Dashboard. The Customer shall have access webpage accessed by the Customer and its employees or consultants via login (the “Dashboard”), where the Customer can have access to the Process Data. 

The Customer may create sub-accounts to its employees or third parties related to the Customer (the “Sub-Users”), which may access the Services. 

The Customer is responsible for giving the Sub-Users access to the Dashboard, to their access to the Process Data and their use of the Dashboard.

APIs. In addition to the Dashboard access, Plaato may provide the Customer with access to the Plaato APIs. The APIs allow the Customer to retrieve the Customer Process Data and insert into its systems and programs. Customer shall be solely responsible for the APIs integration, at its own costs and expenses, and following the any Integration Requirements that are provided by Plaato. 

Obligations relating to Sub-Users. The Customer is responsible and liable for its Sub-Users’ use of the Services, either through the Dashboard or the APIs, accordingly to this Agreement.

Dependencies

The Plaato Cloud Services may rely on certain third-party software, libraries, frameworks, or services to function properly. Plaato shall inform the Customer of any such dependencies and provide details regarding their use. The Customer shall be responsible for obtaining and maintaining any necessary licenses for the dependencies, unless otherwise specified in the Agreement. The Customer agrees to comply with all terms and conditions associated with the use of the dependencies. Plaato shall make reasonable efforts to ensure that Plaato Cloud Services remains compatible with the dependencies. However, Plaato shall not be responsible for any issues arising from updates, changes, or discontinuation of the dependencies by third-party providers. Plaato shall not be liable for any loss or damage arising from the use of the dependencies, including any failure or malfunction of the dependencies that affects the performance of Plaato Cloud Services. Plaato shall notify the Customer of any significant changes to the dependencies that may impact the Software's functionality. The Customer shall be responsible for implementing any necessary adjustments to accommodate such changes.

Security

Security of passwords and API Keys. Customer acknowledges and agrees that Customer is solely responsible for protecting Customer password to Customer Dashboard login and Customer API Keys that may be provided to Customer by Plaato, and other personal or non-personal information and for the consequences of not protecting such data.  

Best efforts. Customer shall use its best efforts to prevent unauthorized use of Plaato Services and/or Plaato Process Data and shall promptly report to Plaato any suspected unauthorized use or other breach of security. 

Customer shall be responsible for any unauthorized use of the Services, Dashboard, APIs, or Plaato Process Data.