Ecosystem Agreement

Siemens Aktiengesellschaft, Werner-von-Siemens-Straße 1, 80333 Munich, Germany ("Siemens", "We", "Us", "Our") appreciates your interest in the Industrial Edge Ecosystem. Access to the Industrial Edge Ecosystem requires an enrollment with the Industrial Edge Ecosystem by accepting this Ecosystem Agreement. It constitutes a legal agreement between you as an individual or the legal entity you represent and are acting on behalf of ("Partner", "You", "Your") and it governs the relationship between and sets out mutual rights and obligations of Siemens and Partner. This Agreement does not apply to Your use of the Marketplace.

You represent and warrant that You have the power and authority to enter into this Ecosystem Agreement with Us and to perform Your obligations under this Ecosystem Agreement without restriction and, if You are a corporation or other legal entity and are not acting as an individual, the person entering into this Ecosystem Agreement has all necessary legal authority to bind You to this Ecosystem Agreement.

1. Structure

This Ecosystem Agreement includes the body of the agreement below and all Supplemental Terms and Schedules. The terms in the Supplemental Terms or Schedules only apply to You if You engage in the activity to which the Supplemental Terms or Schedule apply. For example, if You would like to engage as an App Developer the App Developer Supplemental Terms apply and if You as an App Developer would like to use the Service “Connectivity Suite” the Connectivity Suite Schedule applies. In case of a conflict between this Ecosystem Agreement and the Supplemental Terms or the Schedules, the Supplemental Terms or the Schedules will prevail with respect to Your use of the Services. This Ecosystem Agreement, the applicable Supplemental Terms, and the applicable Schedule(s) together form the “Agreement” between You and Us.

2. Industrial Edge Ecosystem

2.1 Enrollment with the Industrial Edge Ecosystem

Enrollment with the Industrial Edge Ecosystem grants You access to the Siemens Industrial Edge Community and to a wide range of Services which You may use to enable Your Apps or Devices work with Siemens Industrial Edge.

Services encompass software, tools, software development kits, development and test environments, libraries, APIs, documentation, sample codes, and other materials including their contents, as set forth in and made available by Siemens under the relevant Supplemental Terms and/or Schedules. Services do not include:

• The provision of any services, including software products, that are provided to You by third parties and not Siemens, even if they interoperate with Our Services or are offered in a marketplace operated by Siemens. Any such third-party services may be subject to their own terms and conditions. If so, Your use of the software is subject to these terms and conditions and to their prior acceptance.
• The transmission of data to and from the exit of the wide area network of the data centers used by Us to provide the respective Service.
• Any hardware necessary or intended for the use of the Services.

We provide the Services in a multi-user environment. We must therefore reserve the right to modify and discontinue Services as part of the ongoing development of Our global Industrial Edge Ecosystem, and We will not individually notify You of such changes. Future versions of the Services may not be compatible with Apps or Devices developed using earlier versions, and You are solely responsible for ensuring Your Apps and Devices work properly with any Services. We do not provide support for Services unless expressly agreed otherwise for individual Services.

Apps means software applications, including all content, technology, data, and other materials contained in, made available through, or accompanying Your App, that You develop using Our Services and submit to Us for hosting them and for making them available to end users (i.e., end users who acquire Your App through the Marketplace or other persons authorized by You to acquire them), or with which You use any Service, together with their updates, upgrades, enhancements, and other modifications and amendments.

Devices are physical hardware, devices, and device components, including its firmware and other embedded software (“Firmware”), that use any Service.

2.2 To access the Services

You must purchase a valid Industrial Edge Hub Access through Siemens’ sales channels and comply with the registration and credentialing requirements with the Industrial Edge Hub. Separate terms and conditions apply to the purchase and use of the Industrial Edge Hub, as displayed during the ordering and registration process.

3. Your compliance obligations

You must at all times comply with all applicable laws, rules and regulations, and You must ensure that all users You authorize to interact with the Industrial Edge Ecosystem comply with all applicable laws, rules, and regulations. The same applies to any codes, policies, and guidelines provided by Siemens, such as the ‘Acceptable Use Policy’ (Annex 1), the ‘Code of Conduct for Suppliers and Third Party Intermediaries’ located at https://www.siemens.com/code-of-conduct/managementsystems, the ‘Code of Conduct for Antitrust Compliance’ within the Industrial Edge Ecosystem (Annex 2), and the Ecosystem Framework, which will be made available to You during Your onboarding to the Industrial Edge Ecosystem.

4. Confidential

4.1 "Confidential Information"

"Confidential Information" means any information disclosed by either party or any of its affiliated companies to the other party under this Agreement that is marked as confidential or whose confidential nature would be evident to a third party. Confidential Information includes the terms of this Agreement, the Services, Siemens' intellectual property rights and any information You derive from the Services.

4.2 Unless authorized in this Agreement or in an individual case, the respective receiving party will use Confidential Information exclusively for the purposes of this Agreement and treat it as confidential. The receiving party will not disclose any Confidential Information to third parties. This does not apply to employees and third parties who require any such Confidential Information for the purposes of this Agreement. The receiving party will use Confidential Information only to the extent necessary to exercise rights or perform obligations under this Agreement and will protect Confidential Information from unauthorized access or disclosure by using the same means it uses to protect its own confidential information. The receiving party (i) will ensure that all its recipients of Confidential Information are bound by confidentiality obligations and use restrictions at least as restrictive as those contained in this Agreement, and (ii) will be liable for breaches of confidentiality by each of its recipients.

4.3 The foregoing confidentiality obligations will not apply to any Confidential Information that (i) is or becomes generally available to the public other than as a result of disclosure by the receiving party in violation of this Agreement; (ii) becomes available to the receiving party from a source other than the disclosing party, provided that the receiving party has no reason to believe that such source is itself bound by a legal, contractual, or fiduciary obligation of confidentiality; (iii) was in the receiving party’s possession without an obligation of confidentiality prior to receipt from the disclosing party; (iv) is independently developed by the receiving party without the use of, or reference to, the disclosing party’s Confidential Information; or (v) is required to be disclosed by a governmental agency or law, so long as the receiving party promptly provides the disclosing party with written notice of the required disclosure, to the extent such notice is permitted by law, and cooperates with the disclosing party to limit the scope of such disclosure.

5. Export control and sanctions compliance

5.1 You agree to comply with, all applicable export and re-export controls, embargoes, and economic and trade sanctions laws and regulations, including in any event, those of the United States and the European Union (“Export Laws”). You acknowledge that Siemens may be required to restrict or block Your participation in the Industrial Edge Ecosystem and Your access to the Services under applicable Export Laws.

5.2 You represent and warrant that (i) You are not a Sanctioned Person and (ii) You are not accessing the Industrial Edge Ecosystem or using any Service from a country or territory that is the subject or target of extensive trade or economic sanctions. You further represent and warrant that Your App or Device that uses any of Our Services does not constitute controlled technology or technical know-how in the European Union, Germany (AL = N) and/or the United States (ECCN = N or EAR99).

5.3 Siemens has implemented sophisticated measures (including screening technologies) to verify compliance of Industrial Edge with Export Laws. Notwithstanding that, You are obliged (1) to deny or prevent access to the Industrial Edge Ecosystem or to any Service from locations from which access is prohibited or subject to authorization under applicable Export Laws, and (2) to continuously screen users of the Services to determine whether the individual user (i) is on the list of Specially Designated Nationals and Blocked Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or on an export control-related list of Designated Persons maintained by the U.S. Department of Commerce, the U.S. Department of State, the United Nations Security Council, the European Union, a Member State of the European Union or the United Kingdom, (ii) operates, is organized or located in a Sanctioned Country; (iii) is a member of, or acts for or on behalf of, the government of Venezuela or a Sanctioned Country; or (iv) is owned or controlled by one or more such persons, and to not provide access to the Services to natural persons and entities on any of these lists. “Sanctioned Country” means a country or territory that is subject to or target of any comprehensive trade or economic sanctions (currently Cuba, Iran, North Korea, Syria, Crimea, Donetsk and Luhansk regions of Ukraine). “Sanctioned Person” means any person (a) listed in the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Department of Treasury’s Office of Foreign Assets Control or in any ExportControl-Related list of designated persons maintained by the U.S. Department of Commerce, the U.S. Department of State, the United Nations Security Council, the European Union, any Member State of the European Union, or the United Kingdom, (b) operating, organized, or resident in a Sanctioned Country, © that is a member of the government of, or acting for or on behalf of the government of, Venezuela or a Sanctioned Country, or (d) owned or controlled by one or more such persons.

5.4 In the event that You fail to comply with Your obligations in this Section 5 or in case You violate any Export Laws, Siemens will have the right to take action in accordance with the terms of this Agreement and as required by applicable law. Further, You will indemnify and hold harmless Siemens, its affiliates and their representatives against any claims, damages, fines, and costs (including attorney’s fees and expenses) relating in any way to Your noncompliance with this Section 5, including Your violation or alleged violation of any Export Laws.

5.5 To the extent required for export control audits, You will promptly provide Siemens, upon request, with all information regarding users, ultimate destination, and intended use of the Services, Apps and/or Devices, and any export control restrictions relating thereto.

6. Feedback

“Feedback” means comments or suggestions that one party provides to another party, during the term of and in the performance of this Agreement, regarding the possible modification, correction, improvement, or enhancement of the latter party’s software, products, offerings, technology, or services. Each party or its affiliates (“Feedback Provider”) may at its sole discretion and option provide other Parties or its Affiliates (“Feedback Recipient”) with Feedback. In such instance Feedback Recipient may, in its sole discretion and risk, disclose, retain, and freely incorporate such Feedback into its software, products, offerings, technology, or services or otherwise exploit such Feedback. However, for the avoidance of doubt, the foregoing Feedback provision does not grant the Feedback Recipient any rights or licenses whatsoever, either express or implied, to the Feedback Provider’s patents, patent applications, or associated rights thereto concerning inventions now or subsequently owned or controlled by the Feedback Provider.

7. Data

Siemens will collect data and information about Your use of the Industrial Edge Ecosystem ("Usage Data"). Siemens and its business partners may use the Usage Data during and after termination of the Agreement for any purpose, including for purposes beyond the performance of the Agreement, provided that such use complies with mandatory legal requirements. The use of the Usage Data described herein is at the risk of Siemens.

8. Term and termination

8.1 Your enrollment to the Industrial Edge Ecosystem under this Agreement is valid for 12 months and will automatically renew for successive terms of 12 months. Any renewal constitutes a new enrollment with the Industrial Edge Ecosystem. The thencurrent Ecosystem Agreement (or successor terms), available in the Industrial Edge Hub, will apply for the following enrollment in lieu of this Agreement.

8.2 Each party is entitled to terminate this Agreement at any time by giving 30 days' notice. The right to terminate this Agreement for cause with immediate effect remains unaffected. In particular, but not limited to these material reasons, Siemens is entitled to terminate or suspend this Agreement with immediate effect (i) if You infringe this Agreement, (ii) if We determine that Your continued access to the Industrial Edge Ecosystem or use of the Services would result in liability or harm to Siemens or third parties, or (iii) if this is required by applicable laws.

8.3 Upon expiry of the term of this Agreement, Your authorization to access and use the Industrial Edge Ecosystem shall automatically cease. You will immediately stop all use of and destroy all copies, if any, of the Services and Siemens’ Confidential Information upon Siemens' request and confirm their destruction to Siemens. Sections 4, 5, 7, 9, and 11 of this Ecosystem Agreement shall survive termination.

9. Applicable law and arbitration

9.1 This Agreement shall be governed by and construed in accordance with the laws of Switzerland, excluding its conflict of law provisions and the United Nations Convention on Contracts for the International Sale of Goods. All disputes arising out of or relating to this Agreement, including those relating to the termination or subsequent amendment of this Agreement, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce ("ICC"). The place of arbitration shall be Zurich, Switzerland. The language of the arbitration shall be English.

9.2 For disputes with a total amount in dispute (including amount in dispute of counterclaims) of EUR 1 million or more, the Expedited Procedure provisions of the ICC Rules shall not apply, and the arbitral tribunal shall consist of three arbitrators. If the arbitral tribunal consists of three arbitrators, each party shall nominate one arbitrator to be confirmed by the ICC. These two arbitrators shall nominate the third arbitrator within 30 days following their nomination. If the two arbitrators cannot agree on the third arbitrator within this period, the third arbitrator shall be appointed by the ICC.

9.3 The request to submit documents shall be admissible only to the extent that one of the parties explicitly refers to such documents in its briefs.

9.4 The arbitration agreement does not limit the parties' right to seek injunctive relief before the competent national courts or before the arbitral tribunal. In addition, to the extent permitted by applicable law and to the extent not invalidating or rendering inapplicable this Section, Siemens shall have the right, in its sole discretion, to bring an action in the competent courts in the country in which the Services are used or the Partner is located to enforce (i) its intellectual property rights or (ii) any claims for payment in connection with the Services.

10. Changes

Siemens reserves the right to change this Agreement or individual parts of it at any time in Siemens’ discretion. We will give You notice of the changes by posting the updated version in Your Industrial Edge Hub and/or by emailing You. Changes will be effective one (1) month after We notify You of them unless We specify a different effective date when We make a particular change. However, We may change this Agreement, its Supplemental Terms and/or Schedules with effect as of the date We notify You of them, to change existing features or add additional features that do not materially adversely affect Your participation, or for legal, regulatory, fraud or abuse prevention, or security reasons. Your continued participation in the Industrial Edge Ecosystem or use of Services that are licensed to You under the umbrella of Supplemental Terms or a Schedule, as applicable, after changes take effect will constitute Your acceptance of the changes; provided that, We inform You about that consequence together with the notification of such changes. If You do not agree to a change, You must stop participating in the Industrial Edge Ecosystem and terminate this Agreement.

11. Miscellaneous

11.1 Subject to compliance with applicable laws, companies directly or indirectly owned or controlled by Siemens may exercise the rights and perform the obligations under this Agreement. Siemens may use resources in various countries to provide the Services and to support Siemens in the performance of this Agreement, including unaffiliated subcontractors. Siemens remains responsible for its obligations under this Agreement.

11.2 This Agreement shall extend to and be binding upon the successors, legal representatives, and permitted assignees of the parties. Notwithstanding that, this Agreement and the rights granted herein may not be assigned, sublicensed, or otherwise transferred by Partner without the prior written consent of Siemens.

11.3 Notifications from Siemens will be made by: (i) notice in Your Industrial Edge Hub; or (ii) by email or other text message to the email address or contact number that You have provided to Us for commercial communications or that is otherwise associated with Your Industrial Edge Hub. It is Your responsibility to always provide Us with Your current information for the purpose of contacting You and to regularly visit Your Industrial Edge Hub to review communications posted there. If You fail to comply with Your aforementioned obligations or if a notice does not reach You due to technical problems for which You are responsible, notices shall be deemed to have been received by You three days after the date on which the notice was dispatched. Notices to Siemens shall be sent to [industrialedgeecosystem.industry@siemens.com][mailto:industrialedgeecosystem.industry@siemens.com]. Notwithstanding the foregoing, notices of claims or disputes shall always be sent to the party's postal address set forth in the imprint.

11.4 This Agreement constitutes the entire agreement between the parties with respect to its subject matter. It supersedes all prior or existing agreements or communications, whether written or oral, with respect to its subject matter. No other terms and conditions shall apply except as expressly provided herein. A reference in this Agreement to a document that in turn refers to another document shall be deemed to refer to such other document unless otherwise specified therein. This Agreement may be amended only in writing or by electronic signatures of authorized representatives of both parties or through an online mechanism provided by Siemens for this purpose. Any general terms and conditions of the Partner shall not apply. This shall also apply if Siemens does not expressly object to the validity of the general terms and conditions despite being aware of them and accepts Your request to join the Industrial Edge Ecosystem without reservation.

11.5 The failure to enforce any provision of this Agreement will not be construed as a waiver of such provision. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions will not be affected, and such provision will be deemed to be restated to reflect the original intentions of the Parties as nearly as possible in accordance with applicable law. The parties agree that electronic signatures or acceptance of this Agreement via an electronic system specified by Siemens shall have the same force and effect as manual signatures.

11.6 This Agreement does not create any legal partnership, joint venture or employer-employee relationship between You and Siemens, except as expressly agreed with You on an individual basis. Neither You nor Siemens are authorized or otherwise empowered to represent the other party and to make legally binding statements to third parties on behalf of the other party. Except as expressly authorized, You may not, and will not, create the impression to any third party that You are affiliated or associated with Siemens, or imply that Siemens sponsors, endorses, or makes any representations or warranties with respect to You, Your Apps, or Devices. You may not make any representations, warranties, or undertakings with respect to Siemens or Siemens' products, and You may not distribute and/or sell Siemens' Services and/or other products unless explicitly authorized to do so. For the avoidance of doubt, You may state in Your advertising and promotion material that You participate in the Siemens Industrial Edge Ecosystem.

Annex 1 – Accaptable use policy

This Acceptable Use Policy (“Policy”) sets out terms with which You must comply when using Our Services.

1. No Illegal, Harmful, or Offensive Use

You shall not use, or encourage, promote, facilitate, or instruct others to use, the Services for any illegal, harmful, or offensive use. In particular, Your use of the Services shall not: (i) be in violation of any laws or rights of others; (ii) be harmful to others, or Siemens’ operations or reputation, including by offering or disseminating fraudulent goods, services, schemes, or promotions, make-moneyfast schemes, ponzi or pyramid schemes, phishing, pharming, or other deceptive practices; (iii) enter, store or send hyperlinks, enable access to external websites or datafeeds, including embedded widgets or other means of access, in or as part of Your App, for which You have no authorization or which are illegal; (iv) be defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable; (v) subject Siemens or its business partners to liability.

2. No Violation of Use Restrictions

You shall not (i) copy, sell, resell, license, transfer, assign, sublicense, rent, lease, or otherwise make available the Services in whole or in part to any third party (unless permitted otherwise by Us or required by laws); (ii) translate, disassemble, decompile, reverse engineer or otherwise modify, tamper with, repair or attempt to discover the source code of any software contained in the Services (unless permitted otherwise by Us or required by laws); (iii) create derivative works of, or based on, any parts of the Services; (iv) change or remove any notices or notations from the Services that refer to intellectual property rights or brand names; (v) imitate the “look and feel” of any of Siemens’ website or other user interface, nor the branding, color combinations, fonts, graphic designs, product icons or other elements associated with Siemens; and (vi) send to Siemens, e.g., by uploading to the Industrial Edge Hub any of Your App that is subject to a license that, as a condition of use, access, and/or modification of such content, requires that any Siemens’ or Siemens’ business partners’ software or service provided by Siemens and interacting with or hosted alongside Your App: (a) are disclosed or distributed in source code form; (b) are licensed to recipients for the purpose of making derivative works; © are licensed at no charge; (d) are not used for commercial purposes; or (e) are otherwise encumbered in any manner.

3. No Abusive Use

You shall not (i) use the Services in a way intended to avoid or work around any use limitations and restrictions placed on such Services, such as access and storage restrictions or to avoid incurring fees; (ii) access or use the Services for the purpose of conducting a performance test, building a competitive product or service or copying its features or user interface or use the Services in the operation of a business process outsourcing or other outsourcing or a time-sharing service; (iii) interfere with the proper functioning of any of Siemens' systems, including any overload of a system by mail bombing, news bombing, broadcast attacks, or flooding techniques; (iv) engage in any activity or modification or attempt to modify the Services in such a way as to negatively impact on the performance of the Services.

4. No Security Violations

You shall not use the Services in a way that results in, permits, assists, or facilitates any action that constitutes a threat to the security of the Services. In particular, You shall (i) before accessing the Services, during use, and when transferring Your App and accompanying documentation, take all reasonable precautions against security attacks on Your system, on-site hardware, software or services that You use to connect to and/or access the Services, including appropriate measures to prevent viruses, trojan horses or other programs that may damage software; (ii) not interfere with or disrupt the integrity or performance of the Services or other equipment or networks connected to the Services, and in particular not transmit any of Your App containing viruses, trojan horses, or other programs that may damage software; (iii) not use the Services in a way that could damage, disable, overburden, impair or compromise any of Siemens' systems or their security or interfere with other users of the Services; (iv) not perform any penetration test of or on the Services without obtaining our express prior written consent; and (v) not connect devices to the Services that do not comply with industry standard security policies (e.g., password protection, virus protection, update, and patch level).

5. Reporting

If You become aware of any violation of this Policy, You will immediately notify Us and provide Us with assistance, as requested by Us, to stop, mitigate or remedy the violation.

Annex 2 – Code of conduct for antitrust compliance within the Industrial Edge Ecosystem

Preamble

The Parties intend to cooperate in the framework of the Industrial Edge Ecosystem with the purpose of facilitating interactions between the participants (i.e., producers and users) of the Industrial Edge Ecosystem. The Industrial Edge Ecosystem intends to generate network effects for a broad offering of products and services which can be managed and deployed at scale to the specific needs of the market. This Antitrust Code of Conduct provides rules for the interactions within the Industrial Edge Ecosystem in more detail.

Definitions

• “Industrial Edge Marketplace”: is an online marketplace operated by or on behalf of Siemens Industry Software Inc. (SISW) hosted on SDEX
• “Party/Parties”: each undertaking that has/all undertakings that have onboarded to the Industrial Edge Ecosystem.
• “Industrial Edge Ecosystem”: is a network of cross industry players who participate in and benefit from the ecosystem platforms, i.e., Industrial Edge Marketplace, Industrial Edge Platform, to define, build, and execute market-creating customer solutions.
• “Industrial Edge Platform”: is a new age infrastructure system to enable modern IT technologies in manufacturing. With Industrial Edge users are able to deploy and manage applications and devices at scale and to pre-process data on the shopfloor.
• “Meetings”: are in-person or virtual reunions of the multiple Parties set up by the Industrial Edge Ecosystem to enhance the purposes of the Industrial Edge Ecosystem.

Competition and law compliance

The Parties are aware that some of them are in (actual/potential) competition for specific products and/or services. Against this background, the Parties acknowledge that strict compliance with any applicable competition laws and regulations is a fundamental prerequisite for collaboration within the Industrial Edge Ecosystem.

1. The Parties commit to comply strictly with the letter and spirit of European competition law, of competition laws of the Member States of the European Union, of U.S. competition law and of all other applicable competition laws, rules and regulations worldwide (in the following referred to as „Competition Law”) in all activities within the context of the Industrial Edge Eco-system, including, but not limited to, all formal or informal Meetings, contacts and communications between representatives, employees and agents of the Parties. The Parties are aware that any activity of the Parties within the context of the Industrial Edge Ecosystem which infringes Competition Law would be seriously detrimental to the interests of the Parties.

2. The Parties undertake to ensure that all their representatives, employees, and agents involved in the Industrial Edge Ecosystem understand and appreciate the importance of complying with Competition Law. It is the responsibility of each of the Party’s representatives, employees and agents involved to take individual responsibility for compliance with Competition Law on behalf of their respective employer or principal.

3. The Parties acknowledge that the number of representatives, employees and agents involved in the Industrial Edge Ecosystem shall be limited to the number necessary and that also any information exchanged must be limited to information that is strictly necessary for the purposes of the Industrial Edge Ecosystem (“need-to-know” basis).

4. The Parties will only conduct meetings as far as required for the purpose of the Industrial Edge Ecosystem. The Parties will not use the forum provided by the Industrial Edge Ecosystem to coordinate their commercial activities or to exchange competitively sensitive information in contradiction to Competition Law.

5. In particular, there must not be any exchange of or even agreement on competitively sensitive information between the Parties such as e.g.:

6. Prices, price components, rebates or other conditions;
7. Profits, profit margins or market shares;
8. Allocation of customers, markets or territories;
9. Bids, opportunities, tenders, customer or supplier details, orders or order volume;
10. Capacities, production volumes or quotas;
11. Production-, marketing- or other costs;
12. R&D strategies, roadmaps, or product portfolio;
13. Corporate strategies, intended future market conduct, e.g., sales strategies, business models, investments;

14. Information related to personnel recruitment of experts (e.g., salary, salary components, salary ranges, bonuses, monetary incentives or no poach agreements).

15. The Industrial Edge Ecosystem is in principle free in its decision to grant access to new members. In case any standards are developed within the context of the Industrial Edge Eco-system, the Parties need to comply with the applicable antitrust requirements regarding standardization and shall agree on a clear and balanced IPR-Policy separately.

16. Meeting Protocols and Compliance

For each Meeting of the Parties, an agenda and official minutes shall be produced. Any Competition Law concern with respect to topics on the agenda shall be addressed to the Industrial Edge Ecosystem operator and/or the participant in charge of organizing the respective meeting. If the concerns may not be resolved prior to the meeting, the respective agenda topic shall be taken from the agenda until compliance with Competition Law is established. If discussions at meetings of the Industrial Edge Ecosystem stray into critical topics, each representative, employee, or agent of the Parties shall ask for the meeting to be ended. Should the meeting not be brought to an end, the representatives, employees, or agents attending the meeting shall leave the meeting, shall have their departure recorded in the minutes of the meeting, and shall duly report the matter to their relevant Legal and Compliance organization. Such protocols of meetings of the Industrial Edge Ecosystem shall be provided in due course to all participants. The representatives, employees, or agents attending the meeting shall check the minutes after any meeting to ensure that proceedings have been reported accurately and have not been misrepresented or been put in misleading language.

1. Compliance with Communication Channels

The Parties are aware that they need to comply with the principles mentioned herein also when using communication channels available via the Industrial Edge Ecosystem (e.g., blogs, community forums).

1. Reporting Misuse

In case there are indications for a misuse of the Industrial Edge Ecosystem for non-competitive behavior, each Party shall inform Siemens AG – division DI FA CTR OEC EOM without undue delay.

App Developer Supplemental Terms

1. Scope of applications

1.1 These Supplemental Terms govern Your participation in Our Ecosystem App Developer Program focusing on Services for app developing and for app lifecycle management. They do not apply to Your use of the Industrial Edge Marketplace, which is operated by Our affiliated company, Siemens Industry Software, Inc. So, if You wish to publish and offer Your App in the Industrial Edge Marketplace, You must accept the Marketplace Seller Agreement with Siemens Industry Software, Inc. The current version of the Marketplace Seller Agreement can be accessed under https://www.siemens.com/sw-terms/marketplace.

1.2 Unless separate Schedules apply to the Services, these Supplemental Terms apply to all Services provided to You as an App Developer via the Industrial Edge Hub.

2. Your rights of use

2.1 The Services are the property of Siemens and its licensors. All rights in the Services (including all intellectual property rights) remain reserved, unless otherwise expressly provided in this Agreement or on an individual basis with You.

2.2 We grant You a non-exclusive, non-transferable, revocable license, limited to Your participation in the App Developer Program, subject to the terms of this Agreement and to the extent contemplated by the relevant Service (including any documentation made available with the Service), to use the Services to develop, evaluate and distribute Apps. You may permit Your contractors, Your agents, and Your employees to use the Services to the extent that such use is necessary to execute the rights described above.

2.3 This license does not entitle You to use any trademarks or brands of Siemens unless explicitly permitted by Siemens in writing.

3. Betaproducts

3.1 You may receive access to software products that have not yet been released, such as products for testing and evaluation purposes, pre-release, beta, or preview versions ("Betaproducts"). All Betaproducts, including related documentation and materials and all information disclosed to You by Siemens in connection therewith, shall be considered Confidential Information. The provision of Betaproducts does not imply any obligation on Our part to (further) develop the Betaproducts to productive maturity and to publish a productive version containing some or all functionalities of the corresponding Betaproduct.

3.2 The grant of rights in Section 3 shall apply mutatis mutandis to Your use of Betaproducts. However, Betaproducts may only be used for the purpose of testing and evaluating their functionality. Any productive use of the Betaproducts or their use in a productive environment shall not be permitted unless otherwise explicitly agreed.

3.3 Any Betaproducts are provided “as-is”, without warranty, support, or availability commitments and We do not assume any liability. Betaproducts may not meet the usual security standards, their performance and availability may be limited. Betaproducts are not subject to Our usual tests and quality controls. They may contain functional and performance deficiencies or other errors.

4. Representations and warranties by you

You represent and warrant that (i) Your App or the exercise of any rights granted to Us will not be in violation of any laws or rights of others; (ii) You have all consents, permissions, or licenses necessary to use Your App as contemplated by this Agreement. You are solely responsible, at Your own expense, for obtaining and maintaining all rights, clearances and consents necessary for the use of Your App; (iii) Your App complies with all applicable Free and Open Source Software (“FOSS”) license terms (e.g., providing the FOSS license terms together with Your App) and Your App does not contain any FOSS involving a strict copyleft, with the result that its existence or the use of the FOSS would subject Our Services and/or any other software of Siemens or of any other user, as applicable, to the terms of and governed by the terms of that FOSS license; (iv) Your App will not contain any viruses, trojan horses, or other malware; (v) Your App will not be harmful to others, or Siemens’ operations or reputation, including by offering or disseminating fraudulent goods, services, schemes, or promotions, make-money-fast schemes, ponzi or pyramid schemes, phishing, pharming, or other deceptive practices; (vi) Your App will not enter, store or send hyperlinks, enable access to external websites or datafeeds, including embedded widgets or other means of access, for which You have no authorization or which are illegal; (vii) Your App will not be defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable; (viii) Your App will not subject Siemens or its business partners to liability; (ix) any information You provide to Us with Your App will be accurate and up to date; and (x) You will cooperate with Us in all respects and provide Us with any information in relation to Your App that We reasonably request from You.

5. Your repsonsibilities, submission, review, removal of apps

5.1 You are solely responsible for (i) developing (including integrating of Our Services into Your Apps), evaluating, and testing Your App in terms of technology, functionality, performance, security, and user interface, and establishing and maintaining compatibility of Your App within the Industrial Edge environment (including hardware and software), even if We provide development, evaluation, and testing Services to You; (ii) the compliance of Your App including its content with the safety, performance and all other (technical) requirements set by Us or required by the state of the art and all applicable laws ("Requirements"); and (iii) the successful completion of a technical signature process provided by Us. You will provide to Us any required license key, software tool, data element, hardware, or any other material that may be required to use Your App.

5.2 You may submit to Us any App that meets the representations and warranties set out in Section 4 and the Requirements.

5.3 We reserve the right, but will not be obliged, to review Your Apps for compliance with the Requirements at any time, either ourselves or through a company engaged by Us. Neither a successful review nor the absence of such a review shall constitute a representation or confirmation that Your App complies with the Requirements, and You remain responsible to establish and maintain such compliance. Upon Siemens' request, You will assist Us in the review process and provide Us with all relevant information, including test accounts for Your Apps. We may change and/or expand Our review policies and processes at any time.

5.4 We may remove Your App from Your Industrial Edge Hub or end users' Industrial Edge Hub or suspend its further distribution for justified reasons. Reasons may include, but are not limited to: (i) Your breach of the terms of this Agreement, including Your failure to comply with the Requirements; (ii) termination of this Agreement or revocation of Our rights of use; (iii) a reasonable claim that Your App infringes the intellectual property rights of a third party; (iv) a reasonable claim that Your App is causing harm to Our or a third party's network or to Our or third party's devices; (v) significant complaints about the content or quality of Your App; or (vi) actual or potential violation by You or Your App of any applicable law, regulation or policy. Under the same circumstances, We may also disable previously downloaded copies of an App on users' devices. If We take any of the foregoing actions, We will notify You giving You the opportunity to respond to Our notice and take appropriate countermeasures to remedy the underlying issue that led to the removal or suspension of Your App.

6. Relationship to end users

6.1 You, not Siemens, enter and maintain a contractual relationship with end users acquiring and using Your App(s). You must clearly communicate to end users that You are solely responsible for the quality of the App and any complaints about Your App. Your end user license agreement must

• be in English language;
• be consistent and not be in conflict with this Agreement or the Marketplace Seller Agreement;
• not contain provisions regarding the content, the functionalities, the concept of Siemens Industrial Edge, the Industrial Edge Ecosystem or the Industrial Edge Marketplace;
• not contain language saying that Your App can be made available directly by You through electronic means operated and provided by You;
• reflect that the App is licensed on a pre-paid 12 months’ subscription license model only;
• provide that, to the extent permitted by law, Siemens does not assume any warranty, support, customer service, liability, or other obligation in connection with Your App or its use and that the end user will have no defect claims against Siemens with respect to the App and that You will be solely responsible for those and any other claims, losses, liabilities, damages, costs, or expenses attributable to a defect in or otherwise attributable to Your App which end users must address exclusively against You; • contain language committing end users to adhere with applicable Export Laws; the end user must represent and warrant that (i) it is not a Sanctioned Person and (ii) it will not access the App and will prevent and deny access to the App from locations from which access is prohibited or subject to authorization under applicable Export Laws. You acknowledge that We cannot control or ensure that end users comply with the end user license agreement You provide.

6.2 Industrial Edge allows You to transfer Your App from Your tenant on the Industrial Edge Hub to another tenant (“Hub-to-HubTransfer”). In case such receiving tenant is owned and controlled by an entity other than You (“App Recipient”), by initiating the Hub-to-Hub-Transfer You instruct and authorize Siemens to agree on Your behalf with the App Recipient on the thencurrent Hub-to-Hub License Terms; the current version of the Hub-to-Hub License Terms is attached as a schedule to these App Developer Supplemental Terms. You acknowledge and agree that the Hub-to-Hub License Terms will apply to and govern Your relationship with the end user and its use of Your App. You may supplement the Hub-to-Hub License Terms with an end user license agreement which must not conflict with the Hub-to-Hub License Terms.

6.3 You will be solely responsible to any end user that acquires Your App for support and maintenance, including patches, bugfixes, updates, and upgrades, of Your App. You are required to provide end users reasonable (technical) support with reasonable response times for Your App and to provide end users with Your support contact information. You shall clearly inform any end user that You, not Siemens, will be the first contact for support requests. Your obligation to provide support will end no sooner than the last end user subscription to Your App(s).

6.4 Without limiting the generality of the foregoing, We will process any support request that We receive in relation to the Siemens Industrial Edge solution which the end user operates on its systems. In case We receive a support request to Your App, We will forward You the support request which You will then process based on Your usual maintenance and support policy. Where the end user does not specify the issue to whether it results or relates to Your App, We will conduct a first-level root cause analysis and, if that root cause analysis reveals that the issue relates to Your App or Your incorrect integration of Our Service(s) into Your App, We will forward You the support request, and You will immediately commence initial actions to solve the support request in accordance with Your usual maintenance and support policy that You agreed with the end user. In the unlikely case where even after Our first-level root cause analysis it remains unclear whether the issue that led to the support request relates to or results from Your App, You will cooperate with Us or the end user in solving the issue by any reasonable means and in a timely manner.

7. Our rights of use

7.1 You grant Us the non-exclusive, irrevocable (subject to Sections 5 and 9 of these Supplemental Terms), royalty-free, worldwide right to (i) evaluate and test Your App, including, without limitation and notwithstanding Your obligation according to Section 5.1, to conduct penetration or other tests to identify security risks and to technically sign Your App; (ii) host Your App in order to allow for the storage of, and end users access to, the App; (iii) reproduce, format, and otherwise prepare Your App for acquisition and download by end users; (iv) allow or arrange for end users to access and re-access copies of the App, so that end users may acquire and download Your App; (v) modify and extend Your App to process usage data about Your App, inter alia for analyzing the use of Your App and for providing aggregated data to You and third parties; (vi) add information and metadata to Your App to improve the compatibility of Your App with Siemens’ own Industrial Edge Devices; (vii) retain, after expiry of the term, one or more copies of each App and related content for the purpose of making it available to end users for download in unlimited quantities for so long as such end users are entitled to use it on the basis of their contractual relationship with You; (viii) reproduce, publicly perform, publicly display, disseminate, and otherwise use Your App for promotional, advertising, and demonstrational purposes. In addition, We may exercise any ancillary rights relating to Your App that are reasonably necessary to effect the intent of the grants of rights contained in this Agreement. Nothing in this Agreement restricts Us from exercising any right available to Us under applicable law or any separate agreement.

7.2 We may list You on Our websites and other materials as a developer of Industrial Edge apps and participant in Our Ecosystem App Developer Program. For the purposes described in this Section 7, You will provide to Us and grant Us the right to use Your designations, logos, trademarks, and informative marketing material.

8. Warranties by Siemens

8.1 We warrant that paid Services will substantially conform to the applicable specification. If the individual Service does not conform to the applicable specification, then, unless otherwise expressly agreed in a given case and to the extent permitted by applicable law, Our sole obligation and Your sole remedy shall be (i) to use commercially reasonable efforts to remedy the nonconforming Service so that it substantially conforms to the Service specification, or (ii) if such remedy is not commercially reasonable, to cease performance of the nonconforming Service and refund pre-paid fees for such Service on a pro rata basis.

8.2 In case of free-of-charge Services, Your rights based on defects of quality and defects in title are excluded unless We have guaranteed the missing feature and the missing feature was essential for Your decision to use the Service. Furthermore, claims for defects do not exist in case of an insignificant deviation from the agreed or assumed quality and in case of an insignificant impairment of the usability. The Service specifications shall not be deemed to be a guarantee or assurance of the features described therein unless agreed specifically in writing. In case We provide an update, upgrade, or new version, Your claims for defects shall be limited to the new features contained in the update, upgrade, or new version as compared to the previous version.

8.3 In case the defect is based on the defectiveness of a supplier’s product and the supplier does not act as a vicarious agent of Siemens, but We merely pass on a third-party product to You, Your claims for defects shall first and foremost be limited to that We assign to You Our claims for defects against the supplier. This shall not apply if the defect is due to Your improper handling of the supplier’s product. If You are unable to successfully enforce Your claims for defects against the supplier out of court, Our subsidiary liability for defects shall remain unaffected within the limits of this Agreement.

9.Termination

These Supplemental Terms will be terminated in accordance with Section 8 of the Ecosystem Agreement which applies accordingly. In addition, Sections 2.1, 5.4, 6, 7, 10, and 11 shall survive termination of the Agreement and Sections 5.4, 6, and 7 shall continue to have effect until the end of the last end user subscription.

10. Liablity

10.1 Siemens’ liability for damages and reimbursement of expenses, regardless of their legal basis, shall be governed exclusively by this Section 10, including but not limited to liability in contract, tort, for defects or otherwise.

10.2 Siemens shall be liable for personal injury and for intentional acts or omissions in accordance with the statutory provisions.

10.3 In no event shall Siemens be liable to You for any loss of profits or revenue, loss of production, business interruption or loss of use, cost of capital, loss of interest, loss of information and/or data, claims arising out of contracts with third parties, or any other indirect or consequential damages.

10.4 Siemens’ total liability for damages arising out of or in connection with paid Services shall be limited to the lesser of EUR 1,000,000 or the fees paid by You to Us for the specific Service giving rise to the claim in the 12 months prior to the date on which the claim arose. Siemens’ total liability for damages arising out of or in connection with free-of-charge Services shall be limited to EUR 1,000.

10.5 Any claims against Siemens shall become time-barred 12 months after the event giving rise to the claim.

10.6 The limitations and exclusions of liability under this clause shall not apply to the extent that liability cannot be limited or excluded under mandatory applicable law.

11. Indemnification

You will indemnify, defend and hold Us and Our affiliated companies, and their respective directors, officers, employees, agents, contractors, suppliers, and licensors, harmless from and against any and all claims, losses, costs and expenses (including reasonable attorneys’ fees) and any damages arising out of or in connection with: (i) Your Apps, (ii) Your relationships or interactions with end users, or (iii) Your breach or alleged breach of this Agreement, the representations or warranties contained herein, (iv) Your violation or alleged violation of any third party rights or laws, and, where relevant, (v) any claim or demand for (1) payment of taxes imposed in connection with any distribution of Your App, (2) fines, penalties or similar charges imposed as a result of Your failure to collect, remit or report taxes in connection with any distribution of Your Apps. We will promptly notify You of any claim under this Section 11. However, Our failure to notify You promptly shall only affect or relieve You from Your indemnification obligations to the extent that Siemens’ failure prevents You ultimately from defending the claim or to the extent that You have suffered actual prejudice resulting from a failure to notify in accordance with this Section 11. You may (i) engage a legal counsel of Your choice to defend the claim; and (ii) with Siemens’ prior written consent, settle the claim in Your sole discretion. We may at any time participate in or assume control of the defense and settlement of the claim at Your expense, provided that (1) such participation or assumption of control is admissible in accordance with the relevant procedural rules and (2) We deem that You are insufficiently engaged to settle the claim.

Connectivity Suite Schedule

The terms of this Schedule supplement the App Developer Supplemental Terms and apply if you use the Connectivity Suite.

1. Rights of Use

Subject to the terms of this Schedule, Siemens grants You a non-exclusive, non-transferable, limited license to (i) install a reasonable number of copies of the Connectivity Suite and use the Connectivity Suite for the sole purpose of developing or testing Your App designed to operate within Siemens Industrial Edge; (ii) modify and create derivative works of the Connectivity Suite; (iii) distribute the distributable portions of the Connectivity Suite as incorporated in object code format into Your App that complies with the distribution requirements as set forth in this Schedule; (iv) only use the non-distributable portions of the Connectivity Suite for internal purposes. You may not (i) except as expressly provided in this Schedule, resell, transfer, sublicense, publish, loan, or lease the Connectivity Suite, or use the Connectivity Suite for the benefit of any third party without Our prior written consent, (ii) reverse engineer, disassemble, decompile, or otherwise attempt to discover the source code of the Connectivity Suite, (iii) use the Connectivity Suite in a manner that could subject such Connectivity Suite to any open-source software license that conflicts with the Agreement or that does not otherwise apply to the Connectivity Suite, (iv) use the Connectivity Suite for the purpose of developing or enhancing any product that is competitive with the Connectivity Suite, or (v) remove any proprietary notices or legends contained in or affixed to the Connectivity Suite. (vi) unless You have an agreement with Us for this purpose, You may not indicate that Your App created with the Connectivity Suite is sponsored or endorsed by Siemens.

2. Distribution Requirements

You and Your App shall comply with the following distribution requirements: (i) Your App must have material additional functionality, beyond the distributable portions of the Connectivity Suite included in Your App. (ii) The distributable portions of the Connectivity Suite shall only be accessed by Your App. (iii) The following notice shall be included in modifications and derivative works of sample source code distributed: “This software contains source code provided by Siemens Aktiengesellschaft”. (iv) The terms under which you distribute Your App must be consistent with the terms of this Schedule, including (without limitation) terms relating to the license grant and license restrictions. (v) You will distribute Your App which incorporates the distributable portions of the Connectivity Suite only via the sales channels operated by Siemens.

3. Support

Where Our 1^st-level root cause analysis identified that You are responsible for the issue that led to the support request, either relating to or resulting from Your App or Your improper use of the Connectivity Suite, You will commence initial actions to address any support request deemed critical by Us or the relevant end user no later than one (1) business day following such request, and in all other cases within five business days of the support request.

Hub-to-Hub License Terms

These Hub-to-Hub License Terms (“Terms”) are entered into between the entity providing a software application (“App”) via the Hubto-Hub Transfer mechanism and indicated on the transfer notification (“App Provider”) and the entity that received the App via that mechanism and that accepted these Terms through the electronic system specified by Siemens (“App Recipient”). In the electronic system, App Recipient will be prompted to accept these Terms by clicking a button. Clicking the button indicates that App Recipient has read, understood, and accepted these Terms. If App Recipient does not accept these Terms, App Recipient must not use the App.

1. Definitions. The following definitions apply to these Terms

“Affiliate” means any entity that controls, is controlled by, or is under common control with App Recipient; in this context, “control” means ownership, directly or indirectly, of a majority of the outstanding equity of an entity. “Authorized User” means an employee of App Recipient, an employee of App Recipient’ Affiliates, and any individual who requires access to the App in support of App Recipient’ as well as App Recipient Affiliates’ internal business as consultant, agent, or contractor, or who is otherwise expressly permitted by App Provider to access and use the App. “Industrial Edge Device” means a hardware running the Industrial Edge OS, capable of being managed by the Industrial Edge Management Software, and on which App Recipient can deploy Apps. “Industrial Edge OS” means the software enabling the Industrial Edge Device to be managed via the Industrial Edge Management Software. “Industrial Edge Management Software” means the technology enabling the App Recipient to manage Industrial Edge Devices and to manage and deploy Apps.

2. Scope of these Terms

These Terms will govern App Recipient’s access to and use of the App and any content, materials, or services accessible from the App as well as upgrades provided by App Provider that replace or supplement the original App. These Terms are exclusively between App Recipient and App Provider, not with Siemens Aktiengesellschaft or any of its affiliates (“Siemens”), even if the App interoperates with products (hardware and software) provided by Siemens. App Provider is solely responsible for the App, its content, for any claims (arising from warranties, liabilities, product liability, from any applicable legal and regulatory requirements, from data protection law or similar legal regulations) and for support services including customer support and updates relating to the App. The App may contain third-party software, technology, and other materials, including open-source software, licensed by third parties (“Third-Party Technology”) under separate terms (“Third-Party Terms”). Third-Party Terms are specified in the documentation, “read me” files, header files, notice files, or similar files provided by App Provider. In the event of a conflict with the terms of these Terms, the Third-Party Terms control with respect to Third-Party Technology. If Third-Party Terms require App Provider to furnish Third-Party Technology in source code form, App Provider will provide it upon written request and payment of any shipping charges.

3. Use of the App

3.1. Reservation of Rights. The App and its accompanying materials are trade secrets of App Provider and its licensors. App Provider or its licensors retain title to and ownership of the App and all intellectual property rights vested in the App. App Provider reserves all rights in the App not expressly granted in these Terms.

3.2. Use Rights. App Provider grants App Recipient for the term and solely for App Recipient’s internal business purposes a nonexclusive, non-transferable, non-sublicensable, limited license to (a) deploy, install, and use the App on an Industrial Edge Device; and (b) permit Authorized Users to deploy, install, and use the App on an Industrial Edge Device, in each case provided that, the Industrial Edge Device is managed by an Industrial Edge Management Software. In case App Recipient offboards the Industrial Edge Device from the Industrial Edge Management Software, App Recipient remains entitled to use and permit Authorized Users to use the App, provided that, App Recipient has a valid and active license. The license entitles App Recipient to create one (1) single instance of the App on an Industrial Edge Device.

3.3. General Use Restrictions. Except as authorized by these Terms, App Recipient will not, and will not permit any person or entity to, (i) resell, transfer, sublicense, publish, loan, or lease the App, or use the App for the benefit of any third party without the prior written consent of App Provider, (ii) modify, alter, tamper with, repair, or create derivative works of the App, (iii) reverse engineer, disassemble, decompile, or otherwise attempt to discover the source code of the App, (iv) use the App in a manner that could subject the App to any open source software license that conflicts with these Terms or that does not otherwise apply to the App, (v) use the App for the purpose of developing or enhancing any product that is competitive with the App, or (vi) remove any proprietary notices or legends contained in or affixed to the App. App Recipient may copy the App or Documentation only as required to support use of the App as expressly authorized in these Terms and will ensure that any such copy includes all proprietary notices contained in the App or Documentation or affixed thereto as received from App Provider. The restrictions set out in this Section do not apply to the extent they conflict with mandatory applicable laws.

4. Fixed Term

The term shall be 12 months starting upon receipt of the App by App Recipient. The term will not renew (fixed term). Any subsequent license to use the App requires App Provider to initiate another Hub-to-Hub Transfer.

5. Responsibilities for Users

App Recipient shall be responsible for (i) ensuring that Authorized Users use the App only in support of App Recipient’s and/or App Recipient Affiliate’s internal business, (ii) any unauthorized use of the App, and (iii) any breach of this Agreement by an Authorized User.

6. Data

In connection with App Recipient’s use of the App, Siemens (or Siemens' service providers) may process data and information, including but not limited to data and information about your device, system and application software, and peripherals or other content. Siemens may use or share with App Provider this data and information, as long as it is in a form that does not personally identify Authorized Users, enabling Siemens and/or App Provider to improve products and services or to provide services or technologies to App Recipient.

7. Export Control and Sanctions Compliance

7.1. App Recipient agrees to comply with all applicable export and re-export controls, embargoes, and economic and trade sanctions laws and regulations, including in any event, those of the European Union, the United States of America and any locally applicable jurisdiction(s) (“Export Laws”). Neither Siemens nor App Provider are obliged to grant access to the App if that is prevented by any impediments arising out of national or international foreign trade or customs requirements or any embargoes or other sanctions. App Recipient acknowledges that Siemens or App Provider may be obliged under the Export Laws to limit or suspend access to the App.

7.2. Prior to any transfer of the App (including all kinds of technical support and/or technology) to a third party, App Recipient shall check and ensure by appropriate measures that (i) there will be no infringement of an embargo imposed by the European Union, the United States of America and/or by the United Nations by such transfer, by brokering of contracts concerning the App or by provision of other economic resources in connection with the App, also taking into account any prohibitions to circumvent these embargos (e.g., by undue diversion); (ii) the App is not intended for use in connection with armaments, nuclear technology or weapons, if and to the extent such use is subject to prohibition or authorization, unless required authorization has been obtained; (iii) the regulations of all applicable sanctioned party lists of the European Union and the United States of America concerning the trading with entities, persons and organizations listed therein are considered and (iv) the App within the scope of the respective Annexes to EU Regulations Nos. 833/2014 and 765/2006 as well as of Annex I to EU Regulation No. 2021/821 (in their current versions, respectively), will not, unless permitted by EU law, be (a) exported, directly or indirectly (e.g., via Eurasian Economic Union (EAEU) countries), to Russia or Belarus, or (b) resold to any third party business partner that does not take a prior commitment not to export the App to Russia or Belarus.

7.3. App Recipient shall not, unless permitted by the Export Laws or respective governmental licenses or approvals, (i) download, install, access or use the App from or in any location prohibited by or subject to comprehensive sanctions (currently Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk and Luhansk regions of Ukraine) or to license requirements according to the Export Laws; (ii) grant access to, transfer, (re- )export (including any ‘deemed (re-)exports’), or otherwise make available the App to any individual or entity designated on a sanctioned party list of the Export Laws; (iii) use the App for any purpose prohibited by the Export Laws (e.g. use in connection with armaments, nuclear technology or weapons); (iv) where applicable, upload to the App any content unless it is non-controlled (e.g. in the EU: AL = N; in the U.S.: ECCN = N or EAR99); (v) facilitate any of the aforementioned activities by any user. App Recipient shall provide any user(s) with all information necessary to ensure compliance with the Export Laws.

7.4. To the extent required for export control audits, App Recipient will promptly provide Siemens and/or App Provider, upon request, with all information regarding users, ultimate destination, and intended use of the App.

7.5. App Recipient shall indemnify and hold harmless Siemens and/or App Provider, as the case may be, from and against any claim, proceeding, action, fine, loss, cost and damages arising out of or relating to any noncompliance with (re) Export Laws by App Recipient and/or Authorized Users and/or App Recipient third parties business partner re-exporting the App in violation of embargoes or sanctions referred to in 7.2 above, and App Recipient shall compensate Siemens and/or App Provider for all losses and expenses resulting thereof.

Device Builder Supplemental Terms

1. Scope of application

1.1 These Supplemental Terms govern Your participation in Our Ecosystem Device Builder Program focusing on Services to enhance Your Devices. They do not apply to the display and promotion of the Device on the Industrial Edge Marketplace, which is operated by Our affiliated company, Siemens Industry Software, Inc. So, if You wish that We list, display, and promote Your Device on the Industrial Edge Marketplace, You must accept the Marketplace Seller Agreement with Siemens Industry Software, Inc. The current version of the Marketplace Seller Agreement can be accessed under https://www.siemens.com/sw-terms/marketplace. For the avoidance of doubt, only the provisions in relation to the mere listing of the Device on the Industrial Edge Marketplace apply.

1.2 Unless separate Schedules apply to the Services, these Supplemental Terms apply to all Services provided via the Industrial Edge Hub.

2. Your rights of use

2.1 The Services are the property of Siemens and its licensors. All rights in the Services (including all intellectual property rights) remain reserved, unless otherwise expressly provided in this Agreement or on an individual basis with You.

2.2 We grant You a non-exclusive, non-transferable, revocable license, limited to Your participation in the Device Builder Program, subject to the terms of this Agreement and to the extent contemplated by the relevant Service (including any documentation made available with the Service), to use and reproduce the Services to develop, customize, and adapt the Firmware and to enhance, test, and evaluate Your Devices for the purpose of creating compatibility of Your Devices with Siemens Industrial Edge and to distribute such Devices. You may permit Your contractors, Your agents, and Your employees to use the Services to the extent that such use is necessary to execute the rights described above.

2.3 This license does not entitle You to use any trademarks or brands of Siemens unless explicitly permitted by Siemens in writing.

3. Betaproducts

3.1 You may receive access to software products that have not yet been released, such as products for testing and evaluation purposes, pre-release, beta, or preview versions ("Betaproducts"). All Betaproducts, including related documentation and materials and all information disclosed to You by Siemens in connection therewith, shall be considered Confidential Information. The provision of Betaproducts does not imply any obligation on Our part to (further) develop the Betaproducts to productive maturity and to publish a productive version containing some or all functionalities of the corresponding Betaproduct.

3.2 The grant of rights in Section 3 shall apply mutatis mutandis to Your use of Betaproducts. However, Betaproducts may only be used for the purpose of testing and evaluating their functionality. Any productive use of the Betaproducts or their use in a productive environment shall not be permitted unless otherwise explicitly agreed.

3.3 Any Betaproducts are provided “as-is”, without warranty, support, or availability commitments and We do not assume any liability. Betaproducts may not meet the usual security standards, their performance and availability may be limited. Betaproducts are not subject to Our usual tests and quality controls. They may contain functional and performance deficiencies or other errors.

4. Representations and warranties by you

You represent and warrant that (i) the Firmware, Your Device, or the exercise of any rights granted to Us will not be in violation of any laws or rights of others; (ii) You have all consents, permissions, or licenses necessary to use Your Devices including the Firmware as contemplated by this Agreement. You are solely responsible, at Your own expense, for obtaining and maintaining all rights, clearances and consents necessary for the use of the Devices; (iii) Your Firmware complies with all applicable Free and Open Source Software (FOSS) license terms (e.g., providing the FOSS license terms together with the Firmware) and the Firmware does not contain any FOSS involving a strict copyleft, with the result that its existence or the use of the FOSS would subject Our Services and/or any other software of Siemens or of any other user, as applicable, to the terms of and governed by the terms of that FOSS license; (iv) the Firmware will not contain any viruses, trojan horses, or other malware; (v) Your Device will not be harmful to others, or Siemens’ operations or reputation, including by offering or disseminating fraudulent goods, services, schemes, or promotions, make-money-fast schemes, ponzi or pyramid schemes, phishing, pharming, or other deceptive practices; (vi) Your Device will not enter, store or send hyperlinks, enable access to external websites or datafeeds, including embedded widgets or other means of access, for which You have no authorization or which are illegal; (vii) Your Device will not be defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable; (viii) Your Device will not subject Siemens or its business partners to a risk of liability or security; (ix) any information You provide to Us with Your Firmware will be accurate and up to date; and (x) You will cooperate with Us in all respects and provide Us with any information in relation to Your Device that We request from You.

5. Your responsibilities, listing of yourr devices, submission, review, removal of firmware

5.1 You are solely responsible for (i) developing (including integrating of Our Services into Your Device), evaluating, and testing Your Device in terms of technology, functionality, performance, security, and user interface, and establishing and maintaining compatibility of Your Device within the Industrial Edge environment (including hardware and software), even if We provide development, evaluation, and testing Services to You; (ii) the compliance of Your Device including its content with the safety, performance and all other (technical) requirements set by Us or required by the state of the art and all applicable laws ("Requirements"); and (iii) the successful completion of an initial and ongoing review and test processes provided and performed by Us.

5.2 We reserve the right, but will not be obliged, to review Your Device for compliance with the Requirements at any time, either ourselves or through a company engaged by Us. Neither a successful review nor the absence of such a review shall constitute a representation or confirmation that Your Device complies with the Requirements, and You remain responsible to establish and maintain such compliance. Upon Siemens' request and without Siemens being obliged to compensate You, You will assist Us in the review process and provide Us with one or more Devices and all relevant information and documentation relating to Your Device (including license keys, software tools, data elements, hardware, or any other material). The Device(s) will not be returned to You. We may change and/or expand Our review policies and processes at any time.

5.3 You will submit to Us any Firmware including patches, bugfixes, updates and upgrades that meet the representations and warranties as set out in Section 4 and the Requirements for the purpose of distributing and making them available to end users through the Industrial Edge Hub, i.e., the Device Catalog of the Industrial Edge Management System.

5.4 We may remove Your Device from the Device Catalog and remove Your Firmware from Your Industrial Edge Hub or users' Industrial Edge Hub or suspend its further distribution for justified reasons. Reasons may include, but are not limited to: (i) Your breach of the terms of this Agreement, including Your failure to comply with the Requirements; (ii) termination of this Agreement or revocation of Our rights of use; (iii) a reasonable claim that the Device infringes the intellectual property rights of a third party; (iv) a reasonable claim that the Device is causing harm to Our or a third party's network or to Our or third party's devices; (v) significant complaints about the content or quality of the Device; or (vi) actual or potential violation by You and/or Your Device of any applicable law, regulation or policy. If We take any of the foregoing actions, We will notify You giving You the opportunity to respond to Our notice and take appropriate countermeasures to remedy the underlying issue that led to the removal or suspension of Your Device.

6. Relationship to end users

6.1 You, not Siemens, enter and maintain a contractual relationship with end users acquiring and using Your Device(s). You must clarify in relation to the end users that You are solely responsible for the quality of the Device and any complaints about Your Device. Your end user license agreement applicable to the Firmware (if any) must provide that, to the extent permitted by law, the end user will have no defect claims against Siemens with respect to the Firmware and that You will be solely responsible for those and any other claims, losses, liabilities, damages, costs, or expenses attributable to a defect in or otherwise attributable to the Firmware which end users must address exclusively against You. We do not assume any warranty, support, customer service, liability, or other obligation in connection with the Firmware and/or the Device, or its use.

6.2 You will be solely responsible to end users that acquire Your Devices for support and maintenance of those Devices, including providing patches, bugfixes, updates, and upgrades to the Firmware. You are required to provide end users reasonable (technical) support with reasonable response times for Your Device and to provide end users with Your support contact information. You shall clearly inform any end user that You, not Siemens, will be the first contact for support requests in relation to Your Device. Your obligation to provide support will end no earlier than the discontinuation of the Device and You will inform Us, providing an exit strategy, and end users about Your decision to discontinue the Device with at least 12 months’ prior notice.

6.3 Without limiting the generality of the foregoing, We will process any support request that We receive in relation to the Siemens Industrial Edge solution which the end user operates on its systems or to any Service which is used on Your Device. In case We receive a support request to Your Device, We will forward You the support request which You will then process based on Your maintenance and support policy. Where the end user does not specify the issue to whether it results or relates to Your Device, We will conduct a first-level root cause analysis and, if that root cause analysis reveals that the issue relates to Your Device or Your incorrect integration of Our Service(s) into Your Device, We will forward You the support request, and You will immediately commence initial actions to solve the support request in accordance with the maintenance and support policy that You agreed with the end user. In the unlikely case where even after Our first-level root cause analysis it remains unclear whether the issue that led to the support request relates to or results from Your Device, You will cooperate with Us or the end user in solving the issue by any reasonable means and in a timely manner.

7. Our rights of use

7.1 You grant Us the non-exclusive, irrevocable (subject to Sections 5 and 9 of these Supplemental Terms), royalty-free, worldwide right to (i) evaluate and test Your Firmware, including, without limitation and notwithstanding Your obligation according to Section 5.1, to conduct penetration or other tests to identify security risks in Your Firmware; (ii) host the Firmware in order to allow for the storage of, and end users access to, the Firmware and to enable third party hosting for such Firmware; (iii) reproduce, format, and otherwise prepare the Firmware for acquisition and download by end users; (iv) allow or arrange for end users to access and re-access copies of the Firmware, so that end users may download the Firmware; (v) retain, after expiry of the term, one or more copies of each Firmware for the purpose of making it available to end users for download in unlimited quantities for so long as such end users are entitled to use it on the basis of their contractual relationship with You; (vi) publicly perform, publicly display, and otherwise use Your Device for promotional, advertising, and demonstrational purposes. In addition, We may exercise any ancillary rights relating to the Firmware that are reasonably necessary to affect the intent of the grants of rights contained in this Agreement. Nothing in this Agreement restricts Us from exercising any right available to Us under applicable law or any separate agreement.

7.2 We may list You on Our websites and other marketing materials as a Device Builder and participant in Our Industrial Edge Device Builder Program. For the purposes described in this Section 7, You will provide to Us and grant Us the right to use Your designations, logos, trademarks, and informative marketing material.

8. Warranties by Siemens

8.1 We warrant that paid Services will substantially conform to the applicable specification. If the individual Service does not conform to the applicable specification, then, unless otherwise expressly agreed in a given case and to the extent permitted by applicable law, Our sole obligation and Your sole remedy shall be (i) to use commercially reasonable efforts to remedy the nonconforming Service so that it substantially conforms to the Service specification, or (ii) if such remedy is not commercially reasonable, to cease performance of the nonconforming Service and refund pre-paid fees for such Service on a pro rata basis.

8.2 In case of free-of-charge Services, Your rights based on defects of quality and defects in title are excluded unless We have guaranteed the missing feature and the missing feature was essential for Your decision to use the Service. Furthermore, claims for defects do not exist in case of an insignificant deviation from the agreed or assumed quality and in case of an insignificant impairment of the usability. The Service specifications shall not be deemed to be a guarantee or assurance of the features described therein unless agreed specifically in writing. In case We provide an update, upgrade, or new version, Your claims for defects shall be limited to the new features contained in the update, upgrade, or new version as compared to the previous version.

8.3 In case the defect is based on the defectiveness of a supplier's product and the supplier does not act as a vicarious agent of Siemens, but We merely pass on a third-party product to You, Your claims for defects shall first and foremost be limited to that We assign to You Our claims for defects against the supplier. This shall not apply if the defect is due to Your improper handling of the supplier's product. If You are unable to successfully enforce Your claims for defects against the supplier out of court, Our subsidiary liability for defects shall remain unaffected within the limits of this Agreement.

9. Term and termination

Section 8 of the Ecosystem Agreement applies accordingly with regard to the term and the termination of these Supplemental Terms. In addition, Sections 2.1, 5.4, 6, 7, 10, and 11 shall survive termination of the Agreement.

10. Liability

10.1 Siemens’ liability for damages and reimbursement of expenses, regardless of their legal basis, shall be governed exclusively by this Section 10, including but not limited to liability in contract, tort, for defects or otherwise.

10.2 Siemens shall be liable for personal injury and for intentional acts or omissions in accordance with the statutory provisions.

10.3 In no event shall Siemens be liable to You for any loss of profits or revenue, loss of production, business interruption or loss of use, cost of capital, loss of interest, loss of information and/or data, claims arising out of contracts with third parties, or any other indirect or consequential damages.

10.4 Siemens' total liability for damages arising out of or in connection with paid Services shall be limited to the lesser of EUR 1,000,000 or the fees paid by You to Us for the specific Service giving rise to the claim in the 12 months prior to the date on which the claim arose. Siemens' total liability for damages arising out of or in connection with free-of-charge Services shall be limited to EUR 1,000.

10.5 Any claims against Siemens shall become time-barred 12 months after the event giving rise to the claim.

10.6 The limitations and exclusions of liability under this clause shall not apply to the extent that liability cannot be limited or excluded under mandatory applicable law.

11. Indemnification

You will indemnify, defend and hold Us and Our affiliated companies, and their respective directors, officers, employees, agents, contractors, suppliers, and licensors, harmless from and against any and all claims, losses, costs and expenses (including reasonable attorneys' fees) and any damages arising out of or in connection with: (i) Your Devices, (ii) Your relationships or interactions with end users, or (iii) Your breach or alleged breach of this Agreement, the representations or warranties contained herein, (iv) Your violation or alleged violation of any third party rights or laws, (v) any claim or demand for (1) payment of taxes imposed in connection with any distribution of Your Devices, (2) fines, penalties or similar charges imposed as a result of Your failure to collect, remit or report taxes in connection with any distribution of Your Devices. We will promptly notify You of any claim under this Section 11. However, Our failure to notify You promptly shall only affect or relieve You from Your indemnification obligations to the extent that Siemens' failure prevents You ultimately from defending the claim or to the extent that You have suffered actual prejudice resulting from a failure to notify in accordance with this Section 11. You may: (i) engage a legal counsel of Your choice to defend the claim; and (ii) with Siemens' prior written consent, settle the claim in Your sole discretion. We may at any time participate in or assume control of the defense and settlement of the claim at Your expense, provided that (1) such participation or assumption of control is admissible in accordance with the relevant procedural rules and (2) We deem that You are insufficiently engaged to settle the claim.