Sensolist Terms and Conditions

1. Acceptance of Terms

Welcome to the Sensolist platform. By accessing or using Sensolist’s hardware devices, software, firmware, APIs, and related cloud services (collectively, the “Platform” or “Service Offerings”), you agree to be bound by these Terms and Conditions (“Terms” or “Agreement”). These Terms form a legally binding agreement between you (either an individual or the entity you represent, referred to as “you” or “Customer”) and Sensolist, LLC. (“Sensolist,” “we,” “us,” or “our”). If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms. Do not use the Platform if you do not agree to these Terms. Using any part of the Platform (including clicking an “Accept” button or similar) constitutes acceptance of this Agreement. If you do not accept the Terms, you must not use the Platform and must return any hardware or materials in accordance with any return policy.

2. Definitions

2.1 “Hardware” means any physical devices, equipment, or components provided by Sensolist under this Agreement, including any embedded firmware or pre-installed software.
2.2 “Software” means any Sensolist software applications, firmware, modules, or cloud-based software (including platform-as-a-service or software-as-a-service offerings) provided by Sensolist as part of the Platform, including any updates or patches.
2.3 “Service Offerings” (or “Services”) refers to the Platform’s services provided by Sensolist, which may include the Hardware, Software, cloud services, APIs, developer tools, websites, and documentation.
2.4 “API” means an application programming interface made available by Sensolist to interact with the Platform’s services or data.
2.5 “Documentation” means any user manuals, technical guides, specifications, service descriptions, or online materials provided by Sensolist that describe the use or features of the Platform.
2.6 “Your Content” or “User Content” means any data, information, text, images, or other content that you or your authorized users submit, upload, transmit, or process using the Platform. This includes data collected from IoT devices, sensor readings, configurations, or any content generated by you through use of the Platform.
2.7 “Third-Party Content” or “Third-Party Services” means any services, products, software, applications, or content that are provided by a party other than Sensolist and that may interoperate with, be used in conjunction with, or be accessed through the Platform (for example, third-party IoT sensors, cloud services, or software libraries).
2.8 “Order” means any ordering document, purchase order, subscription agreement, or online signup process by which you commit to purchase or use certain Service Offerings from Sensolist, often specifying pricing, subscription term, quantity of devices or users, and other transaction details.
2.9 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than 50% of the equity or voting interests of the entity. Affiliates of Sensolist may assist in the provision of the Platform or in enforcing this Agreement.
2.10 “Acceptable Use Policy” or “AUP” means Sensolist’s rules and guidelines for proper use of the Platform, as described in Section 5 of these Terms. These rules are incorporated by reference and you agree to comply with them.
2.11 “Personal Data” means any information that relates to an identified or identifiable natural person, or is otherwise defined as personal data or personally identifiable information under applicable data protection laws (such as the EU General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA)).

Other capitalized terms may be defined elsewhere in these Terms. All definitions apply whether terms appear in singular or plural form.

3. Provision of Services and Changes

3.1 Scope of Service Offerings: Sensolist will provide the Service Offerings to you as specified in your Order and in accordance with these Terms. You may use the Platform and its features for your internal business purposes and industrial/enterprise operations, subject to the usage limits or parameters (e.g. number of devices, API calls, storage capacity, etc.) that are agreed in your Order or Documentation (“Entitlements”). Sensolist grants you a limited, non-exclusive, non-transferable right during the term of this Agreement to access and use the Platform and any Software, solely in accordance with these Terms and the Documentation. All rights not expressly granted to you are reserved by Sensolist. As between the parties, Sensolist (and its licensors) retain all ownership and intellectual property rights in and to the Platform and Service Offerings, and using the Platform does not transfer ownership of any intellectual property to you. You receive no rights to the source code of any Software, and you agree not to copy, modify, distribute, sell, or lease any part of the Platform except as expressly permitted.

3.2 Updates and Changes to Services: Sensolist may make modifications, improvements, or updates to the Platform from time to time (for example, to add new features, enhance security, or comply with legal requirements). Sensolist reserves the right to change or discontinue any Service Offering (or any feature or functionality thereof) at any time. We will endeavor to provide reasonable advance notice if we make a material change that significantly degrades core features or functionality of a Service you are using. If a Service is discontinued, Sensolist will, at its discretion, migrate you to a successor or equivalent Service Offering, or if no suitable alternative is available, provide a pro-rata refund of any pre-paid fees covering the remaining unused period of the discontinued Service. Minor changes or updates that do not materially reduce functionality may be deployed without notice. Your continued use of the Platform following any update or modification constitutes your acceptance of those changes. Sensolist also may designate certain new features or offerings as “Beta,” “Preview,” or “Evaluation” (collectively, “Previews”). Such Previews are provided on an “AS IS” and experimental basis, without any warranties or service level commitments, and may be subject to additional terms. Sensolist may modify or discontinue Previews at any time without notice. You understand that Previews might not be fully tested and may contain bugs or security issues; use them at your own risk.

3.3 Third-Party Dependencies: You are responsible for obtaining and maintaining any equipment, connectivity (such as internet access), third-party services, or ancillary resources necessary to connect to and use the Platform. Sensolist does not provide internet connectivity or networking equipment as part of the Service Offerings. Any costs for such connectivity or third-party resources are solely your responsibility. Sensolist is not responsible for any unavailability of the Platform or degradation of performance that is due to your network connections or telecommunications issues or caused by Third-Party Services outside our control.

4. Account Registration and Security

4.1 Registration: To use the Platform, you may be required to register for an account and provide certain information (such as your name, company name, contact information, and a valid email address). You agree to provide accurate, current, and complete information during registration and to promptly update such information if it changes. If the Platform uses a web portal or console for account management, you will be asked to create login credentials (such as a username and password, or API keys for device access). We may also allow authentication via third-party identity providers or single sign-on in some cases.

4.2 Account Responsibility: You are solely responsible for maintaining the confidentiality and security of your account credentials, including any usernames, passwords, API keys, or access tokens. You must not share your credentials with unauthorized persons. You assume full responsibility for all activities that occur under your account (including the actions of your employees, contractors, agents, or any third parties you allow to access the Platform), whether or not such activities are authorized by you. Sensolist and its affiliates are not liable for any loss or damage arising from unauthorized access to your account resulting from your failure to secure your credentials, except to the extent such unauthorized access is caused by Sensolist’s breach of these Terms.

You agree to notify Sensolist immediately at [email protected] (or via our support channel) if you suspect or become aware of any unauthorized access to or use of your account, or any loss, theft, or compromise of your account credentials. Sensolist may assume that any instructions or actions taken through your account are authorized by you unless you have notified us of an unauthorized use.

4.3 User Management: If you are an enterprise customer, you may allow your employees and authorized agents (“Authorized Users”) to access the Platform under your account, up to any limits on the number of users specified in your Order. You are responsible for ensuring that all Authorized Users are bound by and abide by these Terms (including the Acceptable Use Policy). You shall promptly revoke access for any user who is no longer authorized (for example, if an employee leaves your organization). If you become aware that any Authorized User is violating the Agreement, you must take immediate action to stop the violation, including removing or disabling access for that user. We reserve the right to require you to terminate any Authorized User’s access to the Platform if such user has violated these Terms.

4.4 Account Use and Notifications: You must use reasonable efforts to monitor and safeguard your account. Sensolist may, in its discretion, implement multi-factor authentication or other security measures for accounts. You agree to cooperate with Sensolist’s reasonable security requirements (for example, resetting passwords or rotating API keys periodically). We may send you service announcements, administrative messages, and other account-related communications. For certain changes to your account (e.g., password reset, addition of new devices, suspicious login attempt), Sensolist may send notification emails to the registered owner email for security purposes. It is your responsibility to keep your contact information up-to-date to receive such notices.

5. Acceptable Use Policy (AUP)

You agree to use the Platform only for lawful purposes and in accordance with this Acceptable Use Policy. You and your Authorized Users must not misuse the Platform or engage in activities that harm the Platform, Sensolist, or others. Prohibited conduct includes, but is not limited to, the following:

• 5.1 Illegal or Harmful Activities: You may not use the Platform to violate any applicable law, regulation, or ordinance. This includes (but is not limited to) prohibitions on using the Platform to engage in fraudulent activities, steal identities or data, violate privacy rights, stalk or harass individuals, or traffic in unlawful materials. You must not use the Platform in any manner that could cause physical injury, death, property damage, or environmental harm, and you acknowledge that the Platform is not designed or intended for use in inherently dangerous applications (for example, operation of nuclear facilities, life-support or emergency medical equipment, aircraft navigation or communication systems, air traffic control, or any other uses where a failure of the Service could lead to death, personal injury, or severe property or environmental damage). If you choose to use the Platform for any such high-risk purposes, you do so at your own risk, and you are solely responsible for all related liability and regulatory compliance.

• 5.2 Security Violations: You must not misuse the Platform’s security or violate our security measures. This includes not attempting to gain unauthorized access to the Platform or any related systems or networks, and not probing, scanning, or testing the vulnerability of any Sensolist system or network without express permission. You may not breach or circumvent any authentication or access controls. Additionally, you must not use the Platform to distribute viruses, worms, Trojan horses, corrupted files, malware, or any other code intended to interrupt, destroy or limit the functionality of any software, hardware, or telecommunications equipment. Conduct that harms the security or integrity of the Platform or our networks (e.g., executing a denial-of-service attack or interfering with data flow) is strictly prohibited.

• 5.3 Platform Integrity: You must not interfere with or disrupt the proper functioning of the Platform. This means you cannot use any device, software, or routine (such as scrapers, robots, or automated tools) to adversely affect the Platform’s operation or to extract data at a volume or speed beyond what is permitted (no scraping or excessive API calls outside the usage limits). You will refrain from any activity that imposes an unreasonable or disproportionately large load on the Platform’s infrastructure. You may not use the Platform in a manner that damages, disables, or overburdens our servers or networks, or that interferes with any other party’s use of the Platform.

• 5.4 Unauthorized Access and Use: You shall not share, resell, rent, lease, or otherwise allow any unauthorized third party to use the Platform (or your account credentials) for their own purposes. You may not use the Platform to operate as a service bureau or to provide time-sharing services to any third party. Additionally, you may not use the Platform to process or store data on behalf of third parties that are not explicitly disclosed to and approved by Sensolist. The Platform is intended for the direct benefit of you (the Customer) and your internal operations, and any attempt to use it for the benefit of an unrelated third party without Sensolist’s consent is a breach of these Terms.

• 5.5 Prohibited Content: You must not upload, post, transmit, or otherwise make available via the Platform any User Content that: (a) is unlawful, defamatory, libelous, harassing, abusive, threatening, or harmful; (b) is obscene, pornographic, or otherwise objectionable (including content that constitutes hate speech or is discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age); (c) infringes or misappropriates any third party’s intellectual property rights, privacy rights, or other personal rights; or (d) contains any sensitive personal data or special categories of personal data in violation of applicable law (for example, uploading personal health information in violation of HIPAA, or personal data of EU residents without complying with GDPR). You are responsible for ensuring that any personal data included in Your Content is processed in accordance with Section 10 (Data Protection and Privacy).

• 5.6 Reverse Engineering and Misuse: You shall not (and shall not allow any third party to) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying ideas or algorithms of any component of the Platform, except to the extent expressly permitted by applicable law notwithstanding this prohibition. You may not modify, adapt, or create derivative works based on the Software or Hardware firmware, except as allowed in Documentation or with Sensolist’s prior written consent. Any permitted modifications (for example, custom scripts using our APIs) must not circumvent or disable any technical protections or usage limitations built into the Platform. Furthermore, you shall not remove, obscure, or alter any proprietary rights notices (such as copyright or trademark symbols) that may be affixed to or contained within the Platform or Documentation.

• 5.7 Compliance and Export: You agree to comply with all applicable export control and sanctions laws in connection with your use of the Platform. You represent that you are not named on any U.S. government or other government denied-party list, and you will not permit any user or entity to access or use the Platform in violation of any export embargo, prohibition or restriction. Specifically, you will not export or re-export, or allow the export or re-export of, any software, technology, or information you obtain from Sensolist to any country, person, or entity that is prohibited under U.S. (or other applicable) export laws (e.g., to countries under sanctions or individuals on prohibited lists). You also agree not to use the Platform for any purpose prohibited by U.S. law (such as the development of chemical, nuclear, or biological weapons or missile technology). Using the Platform to transfer or store controlled technical data in violation of export regulations is a violation of these Terms.

Sensolist may have a separate detailed Acceptable Use Policy document that provides further examples of prohibited behaviors (if provided, it is incorporated herein by reference). We reserve the right to monitor your compliance with the AUP. Sensolist may suspend or terminate your access to the Platform (consistent with Section 15) if we determine that you or your users have violated the Acceptable Use Policy or engaged in any prohibited behavior. You acknowledge that any violation of this Section 5 is a material breach of the Agreement.

6. Developer Tools and API Use

Sensolist may make available certain APIs, software development kits (SDKs), command-line tools, or other developer resources (collectively, “Developer Tools”) to facilitate integration with the Platform or to allow you to build custom applications or IoT solutions. Your use of any Developer Tools is subject to the following additional terms:

• 6.1 License and Use Restrictions: Subject to your compliance with these Terms, Sensolist grants you a limited, non-exclusive, non-transferable, revocable license to use the Developer Tools (including any example code or libraries) solely to design, develop, test, and support integrations or applications that interact with the Platform. Your use of the Developer Tools must be in accordance with the accompanying Documentation or developer guides. You may not use the APIs or Developer Tools for any purpose other than interfacing with the Sensolist Platform, and you may not distribute or sublicense the Developer Tools except as integrated into your authorized application. All restrictions and obligations in these Terms (including those in Section 5, Acceptable Use, and Section 7, Intellectual Property) apply to your use of Developer Tools. This means, for example, you must not use the API in a way that undermines the security or performance of our Platform or to scrape data in violation of Section 5.3.

• 6.2 API Credentials: To use the Sensolist APIs, Sensolist may issue you API keys, tokens, client IDs, or other credentials. You must secure and keep confidential all API credentials issued to you. Do not embed keys in public code repositories or share them in an unsecured manner. You are responsible for all uses of the API with your credentials, whether authorized by you or not, until you revoke or report misuse of those credentials. If you believe an API key or token has been compromised, you must regenerate or revoke it promptly and notify Sensolist if you suspect any unauthorized use. Sensolist may restrict the number of API calls you can make or impose rate limiting to protect service integrity; you agree to abide by these limits and not attempt to circumvent them.

• 6.3 API Usage Limits and Monitoring: Sensolist may monitor your API usage for security, performance, or compliance purposes. You agree that we may collect certain information about your API calls (such as call volume, IP addresses, or identifiers of the applications making requests) to ensure adherence to these Terms and to improve the Platform. If your API usage exceeds the quotas or reasonable request volumes established by Sensolist or otherwise negatively impacts the Platform (in Sensolist’s sole judgment), we may throttle your requests or suspend your API access until you reduce your usage. We will make reasonable efforts to notify you in advance of throttling or suspension, except in emergencies.

• 6.4 No Modification or Reverse Engineering: Except as explicitly permitted by the API’s functionality or Documentation, you will not modify, fork, or create derivative works of the Developer Tools. In particular, you shall not reverse engineer or extract source code from any Sensolist-provided libraries or binaries except as allowed by law. If the API or SDK includes open source components with separate license terms, those terms will govern your use of the open source components; in the event of a conflict between this Agreement and the open source license, the open source license will prevail solely for that component.

• 6.5 Responsibility for Applications: You are solely responsible for the development, operation, and maintenance of any software or applications you create that use the Sensolist APIs or Developer Tools, as well as for the consequences of their use. Ensure that your applications do not introduce security vulnerabilities to the Platform or to end users. If you provide your application to end users (e.g. an IoT app that interfaces with Sensolist services), you are responsible for supporting that application and for any claims by your end users relating to their use of your application. You must not state or imply that your application is certified or endorsed by Sensolist without our express written permission. You agree to prominently display to your users any necessary warnings, disclaimers, or notices regarding the limitations or risks in using your application in conjunction with the Platform (for example, alerting end users that your app relies on Sensolist services and is subject to these Terms or our performance constraints).

• 6.6 No Unlawful or Competitive Use: In addition to the general Acceptable Use restrictions, you specifically agree not to use the Developer Tools or APIs to: (a) build a product or service that is competitive with the Sensolist Platform or that replicates or replaces any essential functionality of the Platform; (b) excessively request data or download data in bulk beyond what is necessary for your application’s intended use (no mass harvesting of data for resale or misuse); or (c) attempt to circumvent any API restrictions or payment mechanisms. Sensolist reserves the right to audit your application’s use of the Platform (upon reasonable notice) to ensure compliance with these Terms.

• 6.7 Changes to APIs: Sensolist may change or deprecate any API or Developer Tool from time to time. We will use reasonable efforts to inform you of major breaking changes or deprecations in advance via developer documentation, release notes, or email. It is your responsibility to stay updated with the latest API documentation and adjust your applications accordingly. Sensolist is not liable for any costs incurred by you to update your application due to an API change. If any API or Developer Tool is deprecated, we may provide a timeline for end-of-life and suggest migration paths to a new version if available.

6.8 Developer Community: If Sensolist offers forums, community pages, or other channels for developers (e.g., to share code samples, ask questions, or provide feedback), your participation in those forums is subject to the community guidelines posted there. Do not disclose any confidential or sensitive information in a public forum. Any sample code or suggestions you provide in the developer community may be used by Sensolist or other community members. Feedback or suggestions to Sensolist about our Developer Tools are governed by Section 7.3 (Feedback).

By using the APIs or Developer Tools, you acknowledge and agree that such use is at your own risk and that Sensolist provides these tools “AS IS” without any warranty that they will be error-free or fit for a particular purpose (additional disclaimers in Section 12 apply). Sensolist may also terminate or suspend your API or Developer Tools access if you violate these terms or if necessary to protect the Platform or rights of others (per Sections 5 and 15).

7. Third-Party Services and Components

7.1 Integration with Third-Party Services: The Platform may interoperate with or allow you to use or connect to Third-Party Services (for example, third-party cloud services, external IoT devices, partner applications, or data sources). Any Third-Party Services (including any content or data provided through them) are made available for your convenience only. All Third-Party Services are operated by entities independent of Sensolist, and your use of any Third-Party Service is subject to that third party’s terms and conditions and privacy policies, not this Agreement. If you choose to use or enable a Third-Party Service with the Platform, you grant Sensolist permission to allow the provider of that Third-Party Service to access any of Your Content or other data as required for the interoperation of that Third-Party Service with our Platform. Sensolist does not endorse, support, or guarantee the quality, reliability, or safety of any Third-Party Service. Any contract for Third-Party Services is solely between you and the third-party provider; Sensolist is not a party to it and has no responsibility for these third-party dealings.

7.2 No Warranty or Liability for Third Parties: Sensolist makes no representations or warranties regarding Third-Party Services or any third-party content, and disclaims all liability arising from your use of them. Sensolist will not be liable for any downtime, errors, data loss, security breaches, or other harm caused by Third-Party Services. For example, if you connect a non-Sensolist IoT sensor or use a cloud analytics service in conjunction with Sensolist, any malfunction or breach attributable to that third-party component is not Sensolist’s responsibility. Likewise, if the Platform provides links or integrations to third-party websites or resources, Sensolist is not responsible for the content, functionality, or practices of those sites or resources. You use Third-Party Services entirely at your own risk, and it is your responsibility to review and accept the third party’s terms before using their service.

7.3 Open Source Components: Some Software or Developer Tools provided by Sensolist may include or be accompanied by open source software components that are licensed by third parties (each, an “Open Source Component”). Open Source Components are not owned by Sensolist. Each Open Source Component is licensed to you under its own applicable license terms, which can be found in the Documentation or in the “About” or “Licenses” section of the Software (or will be provided by Sensolist upon request). To the extent required by the open source licenses: (a) the terms of such licenses will apply to the corresponding Open Source Component in lieu of the terms of this Agreement; and (b) any restrictions in this Agreement that conflict with the applicable open source license are not intended to apply to that component. For example, if an open source library included with our SDK is licensed under the Apache 2.0 License, nothing in these Terms will prevent you from exercising your rights under Apache 2.0 for that library. However, note that open source licenses govern only the Open Source Components themselves and not the rest of the Platform. The Platform as a whole (excluding the third-party Open Source Components) remains subject to the restrictions and protections of this Agreement.

7.4 Third-Party Hardware and Integrators: If you obtain hardware devices, sensors, or other equipment from a third-party vendor to use with the Sensolist Platform (including hardware sold by a partner that integrates Sensolist’s connectivity or SDK), you acknowledge that such third-party hardware is not provided by Sensolist. For example, if a partner manufactures a module that includes Sensolist connectivity features, any purchase agreement for that module is strictly between you and the partner, and Sensolist is not responsible or liable for the third-party hardware. We do not make any guarantees about the quality or performance of third-party hardware. Any third-party integrator or developer who assists you in setting up or customizing the Platform is an independent contractor and not an agent of Sensolist. We are not liable for the acts or omissions of third-party integrators, and any services they provide are outside the scope of this Agreement. If you give a third-party integrator or consultant access to your Sensolist account or data, you do so at your own risk; you are responsible for ensuring such third parties are bound by appropriate confidentiality and data protection obligations.

7.5 No Third-Party Beneficiaries: This Agreement is between you and Sensolist. Except for indemnified parties under Section 13 and Sensolist’s affiliates, there are no third-party beneficiaries to this Agreement. Use of Third-Party Services under or in conjunction with this Agreement does not confer any rights or claims by those third-party providers under these Terms; such providers will have their rights and obligations governed solely by their agreements with you.

8. Intellectual Property Rights

8.1 Sensolist Intellectual Property: The Platform (including all Hardware designs, circuit layouts, firmware, Software, APIs, Website, and Documentation) and all intellectual property rights therein are and shall remain the exclusive property of Sensolist, - A VEGA TEK HUB GROUP company – and/or its licensors. All technology, inventions, discoveries, trade secrets, patents, copyrights, trademarks, service marks, and other intellectual property embodied in or related to the Platform are owned by Sensolist or its third-party licensors. Except for the limited usage rights expressly granted to you in these Terms, nothing in this Agreement transfers or licenses any intellectual property rights to you. Sensolist’s name, logos, and product names are trademarks of Sensolist. You agree not to remove or alter any proprietary markings in the Hardware, Software, or Documentation. When using the Platform, you shall not represent that you have any ownership of the Platform or any part thereof; rather, you are a licensee or permitted user under the terms of this Agreement.

8.2 License to Use Platform: Subject to your compliance with this Agreement (including payment of any applicable fees), Sensolist grants you a limited, non-exclusive, non-transferable (and, except as permitted herein, non-sublicensable) license during the term of this Agreement to: (a) install and use the Sensolist Software and firmware included with the Hardware, solely on or embedded in the authorized Hardware or in the environment described in the Documentation; (b) access and use the Sensolist cloud services and APIs for your internal operations; and (c) use the Documentation as reasonably necessary to support your authorized use of the Platform. This license is granted solely for your internal business use and in accordance with the specifications and limitations in the Documentation and Order (for example, number of authorized devices, users, or transactions). Any Software provided is licensed, not sold, and if the Hardware is sold to you, the Software/firmware on that Hardware is only licensed for use with that device. You may not sub-license or resell the Software or Services to any third party, except that you may permit your Authorized Users and contractors to use the Platform on your behalf as described in Section 4. All use by such third parties must be for your benefit and in compliance with this Agreement, and you are liable for their actions as if they were your own.

8.3 License Restrictions: You shall not (except to the limited extent applicable law expressly permits or as allowed by this Agreement): (i) copy, modify, or create derivative works of the Software, firmware, or any part of the Platform; (ii) decompile, reverse engineer, or otherwise attempt to derive source code from the Software or any non-public portions of the Platform, except to the extent permitted by law or open source license (if applicable) after providing prior written notice to Sensolist; (iii) redistribute, sell, lease, rent, lend, or sublicense any portion of the Platform to any third party (unless expressly authorized in writing, such as part of an authorized OEM agreement); (iv) use the Platform for the benefit of any third party outside your organization or to operate a service bureau; (v) remove, obscure, or alter any proprietary notice on the Hardware, Software or Documentation (including any copyright or trademark notices); (vi) attempt to disable or circumvent any licensing control or use limitation built into the Platform, such as using unauthorized devices or identities to exceed usage caps; or (vii) use any Sensolist software or services in a manner that violates the Acceptable Use Policy or any other provision of this Agreement. If any component of the Platform is provided to you under a separate license (for example, certain sample code provided under an open source license or a license that expressly permits modification), and that license expressly allows you to take an action that is otherwise prohibited by this Section 8.3, then you may do so only with respect to that specific component and subject to the terms of the separate license.

8.4 Feedback: We welcome feedback, comments, and suggestions for improvements to the Platform (“Feedback”). If you choose to provide Feedback to Sensolist, you hereby grant Sensolist and its affiliates a perpetual, irrevocable, worldwide, sublicensable, royalty-free license to use, copy, modify, and incorporate your Feedback into our products and services, and to otherwise exploit the Feedback for any purpose, without any obligation to you. Sensolist will not publicly attribute Feedback to you without permission. Please do not submit any Feedback that you consider confidential or proprietary; any Feedback you give is provided on a non-confidential basis, and Sensolist is free to use it without restriction.

8.5 User References and Name Usage: Sensolist may desire to identify you as a customer of Sensolist. You agree that Sensolist may refer to you (by name and logo) as a Sensolist customer in promotional materials or on our website. We will provide you with a sample of such usage upon request. If you prefer not to be listed as a reference, please notify us in writing and we will cease such use. Likewise, you agree not to use Sensolist’s name or trademarks publicly (for example, in a press release or on your website) without Sensolist’s prior written consent, except for factual statements that you use the Platform or integration that “works with Sensolist” in a manner consistent with the trademark usage guidelines provided by Sensolist.

9. Your Content and Data

9.1 Ownership of Your Content: As between you and Sensolist, you retain all right, title, and interest in and to Your Content. Sensolist does not claim ownership of the data, information, or material that you supply to the Platform. This includes, for example, sensor readings from your devices, configurations you create, or business data you upload. Sensolist will not acquire any title or ownership of Your Content through your use of the Platform. You represent and warrant that you have all necessary rights, permissions, and consents to provide Your Content to Sensolist and to allow processing of Your Content through the Platform in accordance with this Agreement. You are responsible for the accuracy, quality, and legality of Your Content and of the means by which you acquired Your Content.

9.2 License to Sensolist: You grant Sensolist and its affiliates a non-exclusive, worldwide, royalty-free, sublicensable license to host, reproduce, transmit, modify (for formatting or technical purposes, e.g. converting data formats), and otherwise use Your Content solely as necessary to provide the Service Offerings to you and to otherwise fulfill our obligations under this Agreement. This license also extends to subcontractors or sub-processors we use to operate the Platform (for example, cloud infrastructure providers) solely for the purpose of providing the Service. We will not use Your Content for any other purposes except as permitted by this Agreement, as required by law, or with your separate consent. In particular, we will not disclose Your Content to other customers or third parties except as section 10 (Data Protection and Privacy) and section 9.3 (Aggregate Data) permit.

9.3 Aggregated Data: Sensolist may compile anonymized and/or aggregated data from your usage of the Platform (for example, average usage metrics, system performance metrics, IoT device statistics) and combine it with data from other users. This aggregated data will not identify you or any individual and will not include any of Your Content except in anonymized form. Such aggregated data is used to improve our Platform, analyze performance, or create industry reports, and is the property of Sensolist. For example, we might publish a trend report indicating average sensor usage in certain industries, drawn from aggregated Platform usage data. No personal data is contained in such aggregated results, or if personal data is used, it will be processed in accordance with Section 10 and applicable law such that no individual is identifiable.

9.4 Responsibility for Content; Prohibited Data: You are solely responsible for any of Your Content that is uploaded, posted, stored, or transmitted via the Platform. Sensolist is not obligated to pre-screen or monitor any Content, but we reserve the right to remove or disable access to any Content if we determine, in our reasonable discretion, that it violates the Acceptable Use Policy, infringes any third-party rights, or is otherwise objectionable or unlawful. We will attempt to notify you if we remove content you have provided, and if appropriate, give you an opportunity to cure the issue or respond, but we are not obligated to restore content that was removed. You agree not to store or transmit any sensitive personal data on the Platform except as necessary for the intended use of the Platform and in compliance with Section 10. Unless we have explicitly agreed in writing, the Platform is not intended for the storage of regulated sensitive data such as protected health information (PHI) under HIPAA, credit card data subject to PCI DSS, or similarly sensitive financial or biometric data. If you choose to use the Platform to process any such sensitive data, you are solely responsible for compliance with all applicable laws and industry standards, and Sensolist disclaims any liability in connection therewith.

9.5 Backup of Data: The Platform may not replace the need for you to maintain regular data backups or redundant data archives. You are responsible for backing up Your Content (especially any critical business data) to your own storage or local devices. Sensolist employs safeguards to protect and preserve data (as described in Section 10 and 11), but we do not guarantee that Your Content will never be lost or corrupted. Features such as data export may be provided to facilitate your backups. In any event, you agree that Sensolist is not liable for any loss or corruption of Your Content, and your sole remedy is for Sensolist to use commercially reasonable efforts to restore the lost or corrupted data from the latest backup we maintain (if any) or as otherwise required by law. Sensolist recommends that you maintain copies or backups of Your Content in a location independent of the Platform.

9.6 Requests for Content and Disclosure: Sensolist will not disclose Your Content to any third party except as directed by you, as described in these Terms, or as required by law. If a third party (including law enforcement or government authorities) requests access to Your Content, we will notify you promptly (if legally permitted) and will refuse the request unless required by law (for example, via a court order or legal process). If required to disclose Your Content, Sensolist will only disclose the minimum amount of information necessary to comply with the law. Sensolist may also disclose information about your account or use of the Platform as needed to enforce our agreements or policies, to protect Sensolist’s legal rights, or to prevent harm (such as in cases of suspected fraud or security threats), consistent with our Privacy Policy and applicable law.

10. Data Protection and Privacy

10.1 Compliance with Data Protection Laws: Each party agrees to comply with all applicable data protection and privacy laws in connection with its respective activities under this Agreement. This includes, where applicable, laws such as the European Union General Data Protection Regulation (GDPR), the UK Data Protection Act, the California Consumer Privacy Act (CCPA), and any other regional data privacy regulations relevant to the personal data processed under this Agreement. Sensolist’s Privacy Policy (available on our website) further describes how we collect, use, and protect personal information. By using the Platform, you also agree to the terms of our Privacy Policy, which is incorporated by reference into these Terms.

10.2 Roles of the Parties (GDPR specific): To the extent that Sensolist will process any Personal Data that you upload to the Platform or otherwise provide to us as part of Your Content, the parties acknowledge that you are the “data controller” (or equivalent term under applicable law) of such Personal Data and Sensolist is a “data processor” (or “service provider”) on your behalf. This means you determine the purpose and means of processing the personal data, and Sensolist will only act on your instructions regarding that data. Sensolist will process Personal Data only for the purpose of providing the Service Offerings and in accordance with the lawful, documented instructions you have given in this Agreement (and any Order and configuration of the Platform), except as otherwise required by law. You, as controller, are responsible for ensuring that the processing of Personal Data through the Platform is lawful, including providing any required notices and obtaining any necessary consents from individuals. You bear primary responsibility for compliance with data protection obligations regarding Personal Data you collect and process using the Platform (e.g., responding to data subject rights requests, reporting personal data breaches to regulators or individuals as required). Sensolist will provide reasonable assistance to you, at your request and cost, in fulfilling your GDPR obligations, such as by providing available information about our processing activities or security measures.

10.3 Data Processing Addendum: If required by GDPR or other data protection laws, Sensolist can provide a separate Data Processing Addendum (DPA) that further outlines the rights and obligations of both parties with respect to Personal Data processing. The DPA (if not already provided in an Order or separate agreement) is hereby incorporated by reference when applicable. In any case, Sensolist will: (a) process Personal Data only for the purposes of providing the Platform and in accordance with documented instructions from you (as described in 10.2); (b) ensure that persons authorized to process the Personal Data are bound by confidentiality; (c) implement and maintain appropriate technical and organizational measures to protect Personal Data (as described in Section 11.1 below); (d) assist you in responding to data subject requests and meeting your legal obligations, to the extent you do not have the ability to fulfill these through the Platform’s self-service features; (e) upon termination of the Services, delete or return Personal Data as provided in Section 15.3, unless required by law to retain it; and (f) make available to you information necessary to demonstrate compliance with our obligations and allow for audits as required by law (in a manner that protects other customers’ confidentiality). If Sensolist becomes aware of a confirmed Personal Data Breach (as defined by GDPR) affecting your Personal Data, we will notify you without undue delay and provide information on the nature of the breach, likely consequences, and measures taken (see also Section 11.3 on Security Incidents).

10.4 Cross-Border Data Transfers: Sensolist is a global service provider. By using the Platform, you acknowledge and agree that Your Content (including Personal Data) may be transferred to or stored in servers and facilities located in your country, the United States, the European Economic Area, or other jurisdictions. Sensolist will ensure that such transfers are made in compliance with applicable law. If Personal Data from the European Economic Area, UK, or Switzerland is transferred to a country that has not been deemed to provide an adequate level of protection by relevant authorities, Sensolist will implement appropriate safeguards as required by GDPR (such as Standard Contractual Clauses or another lawful transfer mechanism). Details of such measures may be included in the DPA or provided upon request. Sensolist’s sub-processors (listed in our Privacy Policy or DPA) that process EU personal data will be bound by similar data protection obligations as those in these Terms.

10.5 CCPA Disclosures: If you are subject to the California Consumer Privacy Act (CCPA) and provide Personal Data of California residents to Sensolist as part of Your Content, Sensolist acts as a “Service Provider” under CCPA. We will not “sell” personal information (as defined under CCPA) or use or disclose the personal information for any purpose other than providing the Services in accordance with this Agreement and as permitted by CCPA. We certify that we understand and will comply with the restrictions of a Service Provider under CCPA. You are responsible for ensuring that any consumer requests under CCPA (e.g., opt-outs, deletion requests) are addressed, and Sensolist will assist by deleting or returning data upon your instruction and enabling you to fulfill such requests by providing data management features or tools when feasible.

10.6 Privacy of Account Information: In addition to Your Content, Sensolist collects certain information about your administrators and users as part of account setup and service usage (such as contact details, usage logs, device identifiers, etc.). This information may include Personal Data and is used for account management, billing, Platform functionality, analytics, and communications. Handling of this data is governed by our Privacy Policy. Sensolist may also use anonymized usage data for improving the Platform, as described in 9.3. We will not contact your employees or users directly for marketing purposes unless they separately opt in, nor will we share your personal contact information with third parties for marketing without consent.

10.7 Confidentiality: Sensolist will treat Your Content as your confidential information and will not disclose it to anyone except as needed to provide the Service Offerings, as expressly permitted by you, or as required by law. Likewise, any non-public information we disclose to you about our technology, product roadmaps, security audits, or business shall be considered Sensolist’s confidential information. Both parties agree to use the other party’s confidential information only for the purposes of this Agreement and to protect it with at least the same degree of care as they use to protect their own confidential information (and no less than reasonable care). Confidential information does not include information that is (a) already public through no fault of the receiving party, (b) known to the receiving party prior to disclosure by the disclosing party without confidentiality obligation, (c) independently developed by the receiving party without reference to the confidential info, or (d) obtained from a third party who had the right to disclose it without restriction. If Confidential information must be disclosed due to legal requirement, the receiving party will give notice (if permitted) to allow the discloser to seek a protective order. The privacy and security provisions in this Section 10 (and Section 11) reflect the parties’ entire agreement regarding confidentiality of Your Content and personal data; any additional confidentiality terms must be in a separate non-disclosure agreement if needed.

10.8 Data Protection Contact: If you have any questions or requests regarding Personal Data in the Platform, you can contact Sensolist’s Data Protection Officer or privacy team at [email protected]. Each party will cooperate with the other in good faith with respect to any data protection impact assessments or consultations with regulators required under GDPR in relation to the Services provided.

11. Security Measures and Cybersecurity

11.1 Sensolist Security Commitments: Sensolist takes the security of the Platform and Your Content seriously. We implement and maintain appropriate technical and organizational measures designed to protect Your Content (including Personal Data) against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access. These measures include, but are not limited to: encryption of data in transit and at rest (for sensitive data), network security controls such as firewalls and intrusion detection, access controls restricting access to Your Content on a need-to-know basis, regular security training for personnel, and security assessments of our infrastructure. Sensolist follows industry standard practices (such as ISO 27001 or NIST guidelines, as applicable) and may publish a summary of its security controls (e.g., in a Trust Center or security whitepaper). We also maintain an incident response plan for addressing security breaches (see 11.3 below) and will update our security measures as needed to adapt to evolving threats. However, you understand that no service can be guaranteed to be 100% secure and that you should take steps outlined in Section 9.5 and 11.2 to protect your data and access.

11.2 Your Security Obligations: You are responsible for maintaining the security of your systems and devices that connect to or use the Platform. This includes implementing and updating antivirus, anti-malware, and other security software on any systems you use to access the Platform; keeping your systems and IoT devices patched and free of critical vulnerabilities; and using the Platform’s security features (such as access controls, encryption options, two-factor authentication if available, etc.) appropriately to protect Your Content. You should safeguard access credentials (per Section 4.2) and promptly revoke or change credentials if you suspect they are compromised. You are also responsible for securely configuring your devices and network when using the Platform. For example, if you connect sensors to the Platform, ensure they are configured according to Sensolist’s security guidelines (such as using secure communication protocols and not exposing them to the public internet without proper protections). Customer is responsible for the security of Customer’s own systems, devices, and networks and will take commercially reasonable steps to prevent unauthorized access or introduction of malware into the Platform. You agree to immediately notify Sensolist of any security incident on your side which could impact the Platform’s security (such as a breach of your network, a stolen device that was connected to the Platform, or compromise of your API keys). Sensolist may provide you with a “Data Protection Plan” or security best practices documentation to assist you; you acknowledge your responsibility to review and comply with any such guidance. If you are integrating the Platform into an industrial environment, it is your responsibility to implement failsafe and backups appropriate for that environment. Do not rely solely on the Platform’s data or operations for critical safety decisions; you must maintain appropriate manual monitoring and emergency systems as needed for safe operation of physical processes.

11.3 Security Incidents: In the event that Sensolist becomes aware of a confirmed Security Incident (meaning a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Your Content on systems managed by Sensolist) that affects Your Content, Sensolist will promptly notify you and provide timely information regarding the incident as known to us, including a description of what happened and what data was involved (to the extent reasonably available), and will take reasonable steps to contain, investigate, and mitigate any adverse effects. Notification will be made to your account’s administrative contact via email or phone (or via our secure portal), and shall be provided without undue delay, taking into account the need to accurately investigate and secure the situation. You are responsible for providing up-to-date contact information for such notices. Sensolist will cooperate with your reasonable requests for further information or assistance in accordance with data protection laws (such as GDPR breach notification obligations). Any notifications regarding Security Incidents are not an acknowledgement of fault or responsibility by Sensolist. Additionally, you agree that you will notify Sensolist without undue delay of any security incident you become aware of that could impact the Platform (see 11.2). Both parties agree to coordinate in good faith on responding to the Security Incident, including public communications or notifications to authorities or individuals, subject to any mandatory reporting requirements.

11.4 Penetration Testing and Audits: Sensolist periodically conducts security assessments, vulnerability scans, and/or penetration tests on the Platform to evaluate and improve its security. Summaries of these audits or certifications may be available to customers upon request under a non-disclosure agreement. If you are required by regulation or internal policies to conduct your own penetration test or security review of the Service, you must obtain Sensolist’s prior written approval, which may be conditioned on the test being performed in a controlled manner under Sensolist’s supervision to avoid disruption. Unauthorized penetration testing or scans of Sensolist’s infrastructure are a violation of the Acceptable Use Policy (Section 5.2). Sensolist’s security program also includes regular review of access logs and system activity to detect anomalies. By using the Platform, you acknowledge that Sensolist may monitor the system (and your use in accordance with Section 5 and 6) for security and operational purposes.

11.5 Cybersecurity Disclaimer: While Sensolist is committed to providing a secure Platform, you acknowledge that cybersecurity threats are constantly evolving and that no system is completely immune to vulnerabilities or attacks. Sensolist does not warrant that the Service Offerings will be immune from every form of attack or unauthorized access. Except as expressly provided in these Terms, Sensolist shall not be liable for any damages or losses arising from third-party hacking, malware, or other cybersecurity breaches, especially if such breaches are attributable in part to your failure to secure your systems or follow the recommended guidelines (for example, if you do not secure your login or have infected devices connecting to the Platform). Our liability for security incidents is limited as set forth in Section 13 (Limitation of Liability) and your remedies are as set forth in this Agreement and under applicable law.

12. Warranties and Disclaimers

12.1 Limited Hardware Warranty: Sensolist warrants that any Hardware product manufactured by Sensolist (VEGA TEK HUB) and provided to you under this Agreement will, under normal authorized use, be free from material defects in materials and workmanship for a period of one (1) year from the date of delivery to you, unless a different warranty period is specified in your Order or accompanying hardware documentation. This limited warranty is provided only to you as the original purchaser of the Hardware and is not transferable. If any Hardware fails to conform to this warranty during the warranty period, you must notify Sensolist and follow our Return Merchandise Authorization (RMA) process. Sensolist’s sole obligation, and your exclusive remedy, for Hardware defects shall be (at Sensolist’s option) to repair or replace the defective Hardware, or if repair/replacement is not reasonably achievable, to refund the purchase price paid for the defective Hardware. Any repaired or replaced Hardware will be warranted for the remainder of the original warranty period or [90 days] from the date of return shipment, whichever is longer. This Hardware warranty does not apply to defects or issues resulting from: (i) misuse, abuse, or improper handling (e.g., use outside specified environmental conditions, physical damage due to accident); (ii) modifications or alterations not conducted by Sensolist or without Sensolist’s written approval; (iii) use of the Hardware in combination with equipment or software not supplied or explicitly approved by Sensolist, where the combination causes the issue; (iv) failure to install updates or use instructions provided by Sensolist; or (v) events outside Sensolist’s reasonable control, such as power surges, lightning, fire, or water damage. EXCEPT FOR THE ABOVE LIMITED WARRANTY, SENSOLIST PROVIDES THE HARDWARE “AS IS” AND DISCLAIMS ALL OTHER WARRANTIES TO THE EXTENT PERMITTED BY LAW (SEE SECTION 12.4 BELOW).

12.2 Service Performance Warranty: Sensolist warrants that, during the term of your subscription or use rights, the core functional features of the Software and Services will perform substantially in accordance with the applicable Documentation under normal use and circumstances. If the Software or cloud Service fails to meet this warranty, you must notify Sensolist with details of the non-conformance. Sensolist’s entire obligation and your exclusive remedy for breach of this warranty shall be that Sensolist will use commercially reasonable efforts to correct the non-conformity in the Service Offerings so that they perform in substantial accordance with the Documentation. If Sensolist is unable to correct the non-conformity within a reasonable time, you may terminate the affected Service and Sensolist will issue a pro-rated refund of any pre-paid fees for the unused remainder of your subscription for that Service. This performance warranty is subject to the following conditions and exclusions: (a) it does not apply to Previews or Beta services, or any free or evaluation use of the Platform (which are provided “AS IS” without warranties); (b) it does not apply to issues caused by Your Content, Third-Party Services, or your misuse of the Platform contrary to the Terms or Documentation; (c) it does not guarantee that the Service will be uninterrupted or error-free – occasional downtime or errors are possible, and Section 12.4 addresses such cases; (d) it assumes you are using the most up-to-date version of any client-side Software (Sensolist may require updates to address known issues).

12.3 Intellectual Property Warranty: Sensolist warrants that the Software and Hardware (excluding any Third-Party Content or open source components) do not, to Sensolist’s knowledge, infringe any valid patent, copyright, or trade secret of any third party. This warranty is limited by our Indemnification obligations in Section 13.2, which provide specific remedies for IP infringement claims. If you are prevented from using the Service Offerings due to a claim of infringement, you will be entitled to the remedies outlined in Section 13.2 (basically, Sensolist will defend the claim and possibly procure rights, modify the service, or refund you). This Section 12.3 states Sensolist’s only warranty regarding intellectual property non-infringement and your sole remedies for any intellectual property infringement by the Service.

12.4 Disclaimer of Warranties: Except as expressly provided in Sections 12.1, 12.2, and 12.3 above, and to the maximum extent permitted by applicable law, Sensolist provides the Platform, Service Offerings, Hardware, Software, and all related components and Documentation on an “AS IS” and “AS AVAILABLE” basis, with all faults and defects. Sensolist and its suppliers make no other warranties, express or implied, and hereby disclaim all implied warranties and conditions, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, title, quiet enjoyment, or arising from a course of dealing or usage of trade. We do not warrant that the Platform will meet all of your requirements, or that operation of the Platform will be uninterrupted, timely, secure, or error-free. You acknowledge that the nature of IoT and cloud services is such that occasional downtime or service interruptions are unavoidable, and that you have considered and accepted this risk in balancing the benefits of the Service (notwithstanding any uptime commitments we may make in a separate Service Level Agreement, if applicable). No advice or information (whether oral or written) obtained from Sensolist or through the Platform shall create any warranty not expressly stated in this Agreement. Sensolist does not guarantee that it will be able to prevent all unauthorized access, hacking, or data loss, and we disclaim any responsibility for damages caused by third-party attacks as stated in Section 11.5.

Some jurisdictions do not allow the exclusion of or limitations on certain warranties, so the above disclaimers may not fully apply to you. In such cases, any implied warranties are limited in duration to ninety (90) days from the start of the warranty period (or the minimum period allowed by law, if longer) and are limited in scope to the Service Offerings as provided. You may have other rights under law, but the duration of statutorily required warranties, if any, shall be limited to the shortest period permitted.

12.5 No Liability for Certain Risks: You understand and agree that Sensolist is not an insurer of your operations. The Platform is not a fail-safe system and is not guaranteed to prevent any loss, damage or injury. For example, Sensolist’s IoT Platform may provide alerts or data, but it is not intended to be solely relied upon for safety or critical operations. You must maintain appropriate safeguards (such as human monitoring, backups, and insurance) to cover any potential damages or losses in your use of the Platform. To the fullest extent permitted by law, Sensolist disclaims any liability for any damages that could have been avoided by you following Sensolist’s reasonable advice or instructions for use of the Platform, or by implementing software updates or patches provided by Sensolist.

13. Limitation of Liability

13.1 Indirect Damages Exclusion: To the fullest extent permitted by applicable law, in no event will Sensolist (or its affiliates, directors, officers, employees, or licensors) be liable to you or any third party for any indirect, incidental, consequential, special, punitive, or exemplary damages whatsoever arising out of or related to this Agreement or your use of (or inability to use) the Platform, even if Sensolist has been advised of the possibility of such damages or if a remedy fails of its essential purpose. This exclusion includes, without limitation, damages for lost profits, lost or corrupted data, loss of revenue, loss of goodwill, business interruption, procurement of substitute services, or any other commercial or economic loss of any kind, or for personal injury or property damage arising out of your use of the Hardware or Services. Sensolist shall not be liable for any losses or damage that are not reasonably foreseeable by Sensolist at the time your Agreement was entered, and shall not be liable for any damages based on your failure to maintain backup copies or adhere to security or data management obligations (per Sections 9 and 11), or for your use of the Platform in violation of law or these Terms.

13.2 Cap on Direct Damages: Sensolist’s total cumulative liability arising out of or related to this Agreement, whether in contract, tort (including negligence), strict liability or any other legal theory, shall not exceed the total amount of fees you paid to Sensolist for the Service Offering that gave rise to the liability in the 12 months immediately preceding the first event giving rise to the claim. If the claim relates to particular Hardware or a specific Service, our liability will be limited to the amount you paid for that specific item or Service for that 12-month period. If you received the Service Offerings free of charge or have not paid any fees (for example, during a trial or if using a free tier), Sensolist’s total liability for all claims shall not exceed US $100. The existence of multiple claims or incidents will not enlarge this cap. This Section 13.2 applies collectively to Sensolist, its affiliates, and their employees and suppliers.

13.3 Exceptions: The limitations and exclusions in this Section 13 will apply to the maximum extent permitted by law, except that nothing in this Agreement shall limit or exclude: (a) either party’s liability for death or personal injury caused by its gross negligence or willful misconduct; (b) either party’s liability for its own fraud or fraudulent misrepresentation; (c) your obligation to pay fees and any amounts owed under any Order; (d) your liability for infringement of Sensolist’s intellectual property rights or for breach of the license restrictions (Sections 5 and 8) or confidentiality obligations, which may be subject to higher damages if proven; and (e) liabilities that cannot be limited or excluded by law (for example, certain statutory liabilities under product liability laws or data protection laws, if applicable). Additionally, the limitations of liability in Section 13.2 (monetary cap) shall not apply to Sensolist’s indemnification obligations under Section 14.2 (IP Infringement Indemnity) as per Section 14.2.5. If applicable law (for instance, a consumer protection law) does not allow certain exclusions of damages or limitation of liability, then some of the above exclusions and limitations may not apply to you, and in that case our liability will be limited to the maximum extent permitted by law.

13.4 Allocation of Risk: Both parties acknowledge that the fees reflect the allocation of risk set forth in this Agreement and that, in the absence of the limitations in this Section 13, the terms of this Agreement would be substantially different. You agree that the limitations of liability in this Agreement are an essential basis of the bargain and that Sensolist would not be able to provide the Service Offerings on an economically feasible basis without such limitations. You are advised to insure against risks beyond the limitations and exclusions provided in this Agreement if needed.

13.5 Time Limit for Claims: Except for claims relating to non-payment of fees or breach of intellectual property rights, no claim, suit or action arising out of or relating to this Agreement may be brought by either party more than two (2) years after the cause of action has accrued. Any claim filed or brought after that period is conclusively deemed waived.

14. Indemnification

14.1 Your Indemnification of Sensolist: You agree to defend, indemnify, and hold harmless Sensolist, its affiliates, and each of their respective directors, officers, employees, and agents (the “Sensolist Indemnitees”) from and against any and all third-party claims, demands, lawsuits, or proceedings, and all related liabilities, damages, losses, fines, penalties, judgments, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Claims”), that arise out of or relate to: (i) your or your Authorized Users’ breach of this Agreement or violation of applicable law, (ii) Your Content stored or processed through the Platform (including any allegation that such content infringes or misappropriates a third party’s intellectual property rights or privacy rights, or that the collection or use of such data violates any law), (iii) any violation of the Acceptable Use Policy or prohibited use of the Platform by you or your users (including any acts or omissions that would constitute a violation if done by you), (iv) your use of the Platform in combination with products, software, or services not supplied or approved by Sensolist, or modifications you make to the Platform, in a manner that causes the Claim, and (v) any products or services you offer to third parties that utilize the Platform or are based on your use of the Platform (for example, if you create an IoT solution for your customers using Sensolist and a third party brings a claim arising from that solution, you will indemnify Sensolist for that claim). This indemnity includes, for example, Claims by your end users, by regulatory agencies, or by other third parties harmed due to your use or misuse of the Platform. You agree that you will indemnify Sensolist for any fines or penalties imposed on Sensolist by a government or regulatory entity due to your violation of laws (such as data protection or export laws).

14.1.1 It is a condition of your indemnity that Sensolist: (a) promptly notify you in writing of the Claim (provided that any delay in notification shall not relieve you of your obligations except to the extent the delay prejudiced your defense); (b) give you sole control of the defense and settlement of the Claim (except that you may not settle any Claim in a manner that admits fault by Sensolist or imposes non-monetary obligations on Sensolist without our prior written consent); and (c) provide you with all information and assistance reasonably requested for the defense, at your expense. Sensolist reserves the right to participate in the defense with its own counsel at its own expense. Your indemnification obligations shall not be limited by the limitations of liability in Section 13 for Claims to the extent arising from your willful misconduct or from categories (i)–(v) above, except where prohibited by law.

14.2 Sensolist’s Indemnification of You (Intellectual Property): Sensolist agrees to defend and indemnify you (and your officers, directors, and employees) from any third-party Claim alleging that the Sensolist Platform or Service Offerings (specifically including the Hardware or Software as provided by Sensolist), infringes any third party’s patent, copyright, trademark, or trade secret that is enforceable in the country(ies) where we have authorized you to use the Platform. In the event of such a Claim, Sensolist will pay those costs and damages finally awarded against you by a court of competent jurisdiction or agreed in settlement that are specifically attributable to the Claim, provided that: (a) you promptly notify Sensolist in writing of the Claim (and any delay in notification shall relieve Sensolist of its obligations under this Section 14.2 only if prejudiced by the delay); (b) Sensolist has sole control of the defense and settlement of the Claim (including the right to choose counsel; Sensolist will not settle any Claim in a manner that requires you to pay money or admit fault without your consent, not to be unreasonably withheld); and (c) you cooperate with Sensolist, at Sensolist’s expense, in the defense of the Claim and provide all assistance reasonably requested. This Section 14.2 represents Sensolist’s entire liability and your sole remedy for any claims of intellectual property infringement.

14.2.1 Exclusions: Sensolist will have no obligation under this Section 14.2 to the extent any Claim arises from: (i) Your Content or any third-party content or materials you provide or direct Sensolist to use; (ii) your combination or use of the Platform with products, software, or services not supplied by Sensolist (including Third-Party Services), if the Claim would have been avoided by use of the Platform alone; (iii) modifications or alterations to the Platform that were not made or authorized by Sensolist; (iv) your use of the Platform in violation of this Agreement or in a manner not strictly in accordance with the Documentation; or (v) a version of the Software or firmware for which an update or patch has been provided by Sensolist to you, and you failed to promptly implement such update that would have prevented the Claim. Additionally, open source software included in the Platform is excluded from the indemnity in this Section 14.2; such components may be subject to their own indemnification terms from the licensors (Sensolist will pass through any available indemnity to you in such cases if applicable).

14.2.2 Remedies for Infringement: If the Platform or any component thereof becomes, or in Sensolist’s opinion is likely to become, subject to a Claim of infringement, Sensolist may at its option and expense: (a) obtain for you the right to continue using the affected Service Offering; (b) modify or replace the affected component to make it non-infringing while providing substantially equivalent functionality; or (c) if the above options are not commercially feasible, terminate your right to use the affected Service Offering (or part thereof) and, for a Hardware or prepaid subscription, refund to you the prepaid fees for the terminated portion (in the case of Hardware, the purchase price depreciated on a straight-line basis over 3 years, or for Software subscriptions, the remaining unused subscription term on a pro-rata basis). If we refund you and terminate the Service as described, you agree to return any terminated Hardware or certify its destruction, and to remove and cease using any affected Software.

14.2.3 Sensolist’s obligations in Section 14.2 will not apply to any open source software included in the Platform, for which no indemnity is provided (open source is provided as-is). However, for any third-party software that is not open source and is incorporated in the Platform, Sensolist will pass-through any indemnity that Sensolist itself receives from the supplier of that software to the extent we are permitted.

14.2.4 Sections 14.2.1 and 14.2.2 state the exclusive obligations of Sensolist, and the exclusive remedy available to you, with respect to any third-party intellectual property infringement or misappropriation claims.

14.3 Additional Indemnity Provisions: An “indemnify” obligation means that the indemnifying party will pay amounts the indemnified party is legally required to pay to the third party as a result of the Claim (such as a settlement or damages award), as well as reasonable legal fees incurred by the indemnified party, provided that the indemnifying party controls the defense as noted. Indemnity obligations are conditioned on compliance with the defense/cooperation requirements stated for each party. Failure to comply may relieve the indemnifying party of its obligations to the extent it is materially prejudiced. The indemnified party has a duty to mitigate its losses and fees where reasonable. In cases where an insurer or another third party is covering defense costs, the parties shall coordinate to avoid double recovery of attorney’s fees. The parties each agree to promptly inform the other of any Claims that could be subject to indemnification.

14.4 Insurance: While not an indemnity per se, Sensolist represents that it maintains general liability and cyber liability insurance coverage in amounts reasonable for a company of its size and industry, which may cover certain of the liabilities addressed in this Section 14. However, any such insurance is for Sensolist’s benefit; your sole remedies and recourse are through the indemnity and limitation of liability provisions of this Agreement.

15. Term and Termination

15.1 Term of Agreement: This Agreement commences on the date you first accept it (or first use the Platform, whichever comes first) and will remain in effect until terminated as provided herein. If you have a subscription for cloud services or support, the term of that subscription is as stated in your Order (e.g., an initial term of 12 months which may automatically renew). For any perpetual software licenses or purchased Hardware, your right to use those is indefinite subject to the terms (unless terminated for breach). However, your access to cloud services is time-bound. In the event of any conflict between these Terms and an Order regarding the subscription term, the Order will control for that product. Auto-Renewal: If your Order specifies a subscription term, upon expiration of the initial term the subscription will automatically renew for successive renewal terms equal in length to the initial term (or one year, if the initial term was longer), unless either party gives written notice of non-renewal at least [60 days] before the end of the then-current term, or the Order provides for a different renewal mechanism. Sensolist will notify you of upcoming renewal and any pricing changes in advance as required by law or the Order. You are responsible for any applicable fees for renewal terms unless you cancel in accordance with this Section.

15.2 Termination by Customer: You may terminate this Agreement or any specific Service Offering for any reason (or no reason) by providing Sensolist written notice of termination ( for example, via the account management interface or by email to [email protected] ) and discontinuing all use of the terminated Service. However, if you terminate for convenience (without cause), no refunds will be provided for any fees already paid, and you remain responsible for any fees owed for the remainder of a subscription term (unless agreed otherwise in writing). If you have no active Orders or subscriptions, you may simply stop using the Platform and terminate by written notice. You may also terminate this Agreement (or an affected Order) for cause if Sensolist materially breaches the Agreement and does not cure such breach within thirty (30) days after receiving written notice from you describing the breach. In such case, if the termination is justified, Sensolist will refund any pre-paid fees covering the period after the effective termination date for the terminated Services.

15.3 Termination or Suspension by Sensolist: Sensolist may terminate this Agreement (and/or any Order or portion of the Service Offerings) for cause: (i) if you materially breach this Agreement (including failure to pay fees when due or any breach of the license restrictions or Acceptable Use Policy) and do not cure the breach within thirty (30) days after receiving written notice from Sensolist (or immediately if the breach is incapable of cure, such as an irremediable violation of Section 5 or violation of law); or (ii) if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation or assignment for the benefit of creditors (to the extent allowed by applicable law). Additionally, Sensolist reserves the right to suspend your access to the Platform or particular Service Offerings immediately (with or without notice) if: (a) you are in breach of Section 5 (Acceptable Use) or your use of the Platform is causing immediate operational or security risk to the Platform or others, (b) we are required to do so by law or government order, or (c) there is another emergency that requires suspension to protect the Platform, other customers, or the public (for example, a cyberattack, or if we reasonably suspect fraud or misuse). We will make reasonable efforts to notify you and provide an opportunity to remedy any violation prior to suspension, unless the situation is urgent. Suspension of service is not termination – we will restore access once the issue is resolved. If you fail to cure the issues that led to suspension within a reasonable time, Sensolist may proceed to terminate. Sensolist may also terminate this Agreement (or an individual Service Offering) for convenience by providing at least 90 days written notice to you; in such case, if you have pre-paid fees for a subscription beyond the termination date, Sensolist will refund the unused portion. Sensolist’s right to terminate for convenience may be exercised, for example, if we discontinue a product line or exit a geography – we will strive to provide alternative solutions or assist in migration if possible.

15.4 Effect of Termination: Upon expiration or termination of this Agreement (or an applicable Order for specific Service Offerings), all rights and licenses granted to you under this Agreement with respect to the terminated Services shall immediately terminate. You must immediately cease using the terminated Service Offerings, including ceasing all access to the cloud services and APIs, and uninstalling or destroying any Software, Confidential Information, or Documentation of Sensolist in your possession (except for copies retained for legal archive purposes, subject to continued confidentiality). If requested by Sensolist, you will certify in writing that you have complied with the foregoing. For any Hardware that was provided solely as part of a subscription and not sold to you (e.g., hardware that must be returned at end of service), you will return such Hardware to Sensolist or allow Sensolist to collect it, at Sensolist’s expense. Sensolist will, upon your request made within 30 days after termination, permit you to export or download Your Content still stored in the cloud service (if any) and may provide limited access for that purpose. After such 30-day period, Sensolist may delete or anonymize any remaining Your Content in its systems associated with the terminated services, unless legally prohibited or required to retain it (in which case Section 10.7 confidentiality continues to apply). It is your responsibility to retrieve Your Content prior to termination or within this data retrieval period.

15.5 Surviving Provisions: Termination or expiration of this Agreement shall not affect any provisions which by their nature should survive, including, without limitation: accrued payment obligations, Sections concerning intellectual property ownership (Section 8.1), license restrictions (Section 8.3) (for any Software retained), warranty disclaimers (12.4), limitation of liability (Section 13), indemnification (Section 14), effect of termination (15.4), governing law and dispute resolution (Section 16), and miscellaneous provisions such as confidentiality, and any other provisions expressly stated to survive. Any perpetual licenses you have properly acquired will survive in accordance with their terms (subject to termination for breach).

15.6 Transition Assistance: In the event of termination (other than due to your breach), and if you so request, Sensolist will provide reasonable assistance to transition Your Content or operations off the Platform, at Sensolist’s then-current consulting rates (unless otherwise agreed as part of a termination assistance clause in an Order or service level agreement). Sensolist is not obligated to provide source code or trade secrets as part of transition, but will provide data export and cooperation for a smooth handover, if reasonably possible.

16. Governing Law and Dispute Resolution

16.1 Governing Law: This Agreement is governed by and construed in accordance with the laws of the State of Kansas and the federal laws of the United States applicable therein, without regard to its conflicts of law principles that would require application of the laws of another jurisdiction. If Sensolist’s principal place of business is outside the United States, alternative governing law and venue may be specified in an addendum or Order (for example, the laws of Germany if contracting with a German affiliate for EU customers, or Singapore law for Asia-Pacific). Each party agrees that the United Nations Convention on Contracts for the International Sale of Goods (1980) and the Uniform Computer Information Transactions Act (UCITA), if otherwise applicable, do not apply to this Agreement and are hereby disclaimed.

16.2 Jurisdiction and Venue: The parties agree that any dispute arising out of or in connection with this Agreement that cannot be resolved amicably shall be resolved exclusively in the state or federal courts for the jurisdiction in which the governing law is stated above (for example, the courts of [Your State], if [Your State] law governs). Both you and Sensolist consent to the personal jurisdiction of these courts. Each party waives any objection to venue on grounds of inconvenient forum or any similar doctrine. If you are located outside of the U.S., you agree that any action brought in your local courts shall not proceed and that you will bring any action in the courts specified above. Notwithstanding the foregoing, Sensolist may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

16.3 Dispute Resolution Process: Before initiating formal legal proceedings, the parties agree to try to resolve any dispute informally. Either party may request that a dispute be escalated to management negotiation, where each party will appoint a business executive to meet and confer in good faith to attempt to resolve the issue. If a resolution is not reached within 30 days of escalation, either party may pursue the remedies available to it at law or equity, subject to the limitations of this Agreement. The parties may also mutually agree to mediation or arbitration as an alternative, but absent mutual agreement, disputes will be resolved in court as stated above.

16.4 Attorneys’ Fees: In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover its reasonable costs and attorneys’ fees from the other party, in addition to any other relief awarded, to the extent permitted by law. However, this provision does not apply to customers who are considered consumers under certain laws that prohibit shifting of attorneys’ fees, nor does it apply to the extent a different allocation of fees and costs is required by statute (e.g., certain patent laws or copyright laws).

16.5 Special Provisions for International Users: We recognize that the Platform may be accessed globally and that different jurisdictions have mandatory consumer protection or other laws. If you are using the Platform in a jurisdiction that affords you rights that cannot be waived or limited by contract, nothing in this Agreement is intended to limit those rights. For example, if you are a resident of a member state of the European Union and you qualify as a consumer, you may have certain statutory warranties or rights of withdrawal that supersede some terms of this Agreement. However, note that this Platform is primarily offered to business users (not individual consumers), and by agreeing to these Terms you confirm that you are using the Platform for business purposes. If you are deemed a consumer, some liability limitations and warranty disclaimers in this Agreement may not apply to you to the extent prohibited by law. In such case, our liability is limited to the greatest extent allowed by applicable law.

16.6 Government Users: If you are a U.S. Government entity or if these Terms become subject to the Federal Acquisition Regulations (FAR), the Platform (including Software and Documentation) is provided as “Commercial Items” as defined in 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation” as used in 48 C.F.R. §12.212. Any use, duplication, or disclosure of the Software or Documentation by the U.S. Government or its contractors shall be subject to the license terms and restrictions herein, in accordance with 48 C.F.R. §12.212 and 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable. Contractor/manufacturer is VEGA TEK HUB, LLC., 12022 Blue Valley Parkway,
Suite 515, Overland Park, KS, 66213. If you are a government or public sector customer in another country, we reserve all rights to the Software and Services as commercial offerings and provide them subject to the same restrictions and rights as for private sector customers.

16.7 Export Compliance: Each party will comply with all export control and economic sanctions laws and regulations applicable to its performance under this Agreement. You shall not permit Authorized Users to access or use any Service Offerings in violation of any U.S. export embargo, prohibition or restriction. Specifically, you represent that you are not located in, under the control of, or a national or resident of any country to which the export of the Platform is prohibited by U.S. law or other applicable export laws (such as, but not limited to, countries under sanctions or embargoes). You also certify that you are not on any U.S. Government list of prohibited or restricted parties (such as the Specially Designated Nationals list). The Platform may include encryption and you agree to comply with all domestic and international encryption controls, including U.S. Export Administration Regulations. If you export, re-export, transfer, or import the Hardware or Software, you are responsible for complying with applicable laws and for obtaining any required export or import authorizations. This export compliance clause shall survive termination of the Agreement.

17. Miscellaneous

17.1 Entire Agreement: This Agreement, including any Order(s), schedules, exhibits, or addenda (such as a Data Processing Addendum) and any documents incorporated by reference (like the Privacy Policy or Acceptable Use Policy), constitutes the entire agreement between you and Sensolist regarding the Platform and Service Offerings. It supersedes all prior or contemporaneous agreements, proposals, negotiations, representations, or communications (whether oral or written) relating to the subject matter. No oral or written information or advice given by Sensolist or its representatives shall create any additional warranties or in any way increase the scope of the obligations under this Agreement, unless expressly included herein. Any terms or conditions that you purport to impose (for example, in a purchase order or correspondence) that are inconsistent with or not included in this Agreement are hereby rejected and shall have no force or effect, unless expressly agreed in writing by an authorized representative of Sensolist. In the event of a conflict between the terms of this main Agreement and an Order, the Order (or a Product-specific Addendum) will control for that Service Offering; in the event of a conflict between this Agreement and the Privacy Policy or AUP regarding data or use issues, the more specific document will control for that context (unless explicitly stated otherwise).

17.2 Amendments: Sensolist may update or modify these Terms from time to time. In such cases, Sensolist will provide at least [30 days] notice to you (for example, by email or via the Platform) of any material changes. If you object to the updated Terms, you must notify us before they become effective, in which case, at our option, we may either: (a) permit you to continue under the prior Terms until the end of your current subscription then terminate, or (b) allow you to terminate immediately and provide a pro-rata refund of any pre-paid fees for the terminated period. Your continued use of the Platform following the effective date of updated Terms will constitute acceptance of the changes. Other than through such a process by Sensolist, any amendment or modification to this Agreement must be in writing and signed by an authorized representative of both parties. Email or click-through approvals can constitute writing and acceptance if explicitly stated as such.

17.3 Assignment: You may not assign or transfer this Agreement (in whole or in part), nor delegate any duties, whether by merger, operation of law, or otherwise, without Sensolist’s prior written consent, and any attempt to do so without consent will be null and void. Sensolist may withhold consent if an assignment to a competitor or to a party under export control restrictions is proposed, as a reasonable condition. However, you may assign this Agreement in its entirety, upon written notice to Sensolist, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of your assets related to this Agreement, provided that the assignee agrees in writing to be bound by all terms of this Agreement and that, in Sensolist’s reasonable judgment, the assignee is not a direct competitor of Sensolist and is capable of performing your obligations. Sensolist may assign or transfer this Agreement freely to an affiliate or in connection with a merger, acquisition, or sale of assets. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns. There are no third-party beneficiaries to this Agreement, except as expressly provided (e.g., Indemnitees under Section 14, and Sensolist’s licensors with respect to disclaimers and limitations).

17.4 No Waiver: No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of that right, power, or remedy, nor shall any single or partial exercise preclude any further exercise of the same or any other right, power, or remedy. Any waiver, amendment, or modification of any provision of this Agreement must be in writing and signed by the party against whom the waiver is asserted. No waiver of any term or condition of this Agreement will be deemed to be a waiver of any future requirement or a waiver of any other term or condition.

17.5 Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible to reflect the original intent of the provision, and the remaining provisions of this Agreement shall remain in full force and effect. The parties will negotiate in good faith a valid and enforceable substitute provision that most nearly effects the parties’ intent in entering into this Agreement or, if such negotiation is not feasible, a court may modify the unenforceable provision to the extent necessary to make it enforceable while preserving the intent of the parties. If a provision is invalid due to its scope or breadth, such provision shall be deemed valid to the extent of the scope or breadth permitted by law.

17.6 Relationship of the Parties: The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, franchise, or agency relationship between you and Sensolist. Neither party has any authority to bind the other or to assume or create any obligation on behalf of the other party. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes. You and Sensolist agree that there are no third-party beneficiaries to this Agreement, except as expressly provided in Section 14 and as otherwise explicitly stated.

17.7 Force Majeure: Except for payment obligations, neither party shall be liable for any failure or delay in performing its obligations under this Agreement (or for any damages incurred by the other party due to such failure or delay) if such failure or delay is due to circumstances beyond the party’s reasonable control, including, for example, acts of God, natural disasters, pandemic or epidemics, terrorism or civil unrest, acts of government, war, labor shortages or disputes, failure or delay of suppliers or carriers, power outages, or Internet disturbances. The affected party shall notify the other as soon as practicable, and the time for performance shall be extended for the duration of the force majeure event. Each party will use reasonable efforts to mitigate the impact of any force majeure. If a force majeure event continues for an extended period (e.g., more than 60 days), either party may have the right to terminate the affected services upon written notice.

17.8 Notices: Except where this Agreement permits notice via email or in-service notification, all formal notices under this Agreement shall be in writing and shall be deemed given: (a) when delivered personally; (b) when sent by verified email to the email address specified in the Order or the primary contact info (with a copy sent by another method below for formal notices); (c) one business day after being sent by reputable overnight courier; or (d) three business days after being mailed by registered or certified mail (return receipt requested), postage prepaid, to the addresses of the parties as specified in the Order or as updated by either party via written notice. Notices to Sensolist shall be sent to the attention of the Legal Department at Sensolist’s corporate address (as listed on our website). Notices to you will be sent to the contact information we have on file. It is your responsibility to ensure your contact details are current. Routine communications (such as support emails or service announcements) may be sent via email or through the Platform and do not require formal notice methods.

17.9 Interpretation: In this Agreement, headings are for convenience only and do not affect interpretation. The words “including” or “such as” mean “including, without limitation,” and references to “sections” or “exhibits” refer to those in this Agreement unless otherwise specified. In case of any ambiguity in interpretation, no presumption shall be made in favor of or against either party; this Agreement shall be construed fairly as between the parties, and not strictly for or against either party. If this Agreement is translated into a language other than English and there is a conflict between the English text and the translation, the English text will govern (unless prohibited by law).

By using the Sensolist Platform or signing an Order that references these Terms, you acknowledge that you have read and understood this Agreement and agree to be bound by its terms. If you have any questions about these Terms, please contact us at [email protected]

End of Terms and Conditions

SENSOLIST