Master Subscription Agreement

LAST REVIEWED AND UPDATED ON MAY 9, 2023

This Master Subscription Agreement (the “MSA”) and the referenced Cognite SaaS SLA and Data Processing Agreement are an integrated part of the Subscription Order Form entered into between Cognite and the Customer (collectively referred to as the “Subscription Agreement”). Capitalized terms used herein shall have the meaning as set out in the Subscription Order Form and in Section 15 below.

The Subscription Items are delivered as software-as-a-service on a subscription basis as further described in the Online Documentation. Cognite is and shall remain the sole and proprietary owner of the Subscription Items, and Cognite has the right to grant and revoke access to Subscription Items.

1. Grant and use

1.1 User right to Subscription Items

Cognite hereby grants to the Customer, subject to the terms and conditions of the Subscription Agreement, a limited, non-exclusive, payable, non-sublicensable, non-transferable, and revocable right to use the Subscription Items during the Subscription Period, solely within the Field of Allowed Use in the Territory.

The Customer’s use of the Subscription Items shall be limited to its own use only, which for the sake of clarity shall not include access or use by any entity or person other than the legal entity identified as the Customer and its Authorized Users. Customer warrants that all Authorized Users shall be bound by the terms and conditions of the Subscription Agreement and that the Customer shall be liable for its Authorized Users’ acts and omissions as for its own.

1.2 Restrictions

Except as explicitly stated in this MSA, the Subscription Agreement shall not grant the Customer any right or license to the Subscription Items, or any other IPR or property of Cognite, and no license or other rights shall be created by implication or estoppel. In particular, but without limiting the generality of the foregoing, no right or license in or access to source code to CDF is granted hereunder.

The Customer shall not, directly or indirectly, sublicense or transfer the rights granted to it under the Subscription Agreement, and shall under no circumstances commercialize or resell any of the Subscription Items in any way to third parties, including but not limited to by allowing third parties access to separate software utilizing the Subscription Items via an API, or otherwise.

1.3 Acceptable use

The Customer shall be responsible for its conduct and Customer Data while using the Subscription Items and the networks, infrastructure and access credentials used to access the Subscription Items. The Customer shall comply with the following requirements when using the Subscription Items:

The Customer shall use the Subscription Items in compliance with, and only as permitted by, Applicable Laws, and shall under no circumstances use the Subscription Items to violate human rights law or other Applicable Laws, or in a manner or for any purpose that infringes any IPR or other right of any third party;
The Customer shall not misuse the Subscription Items by interfering with their normal use, attempt to access the Subscription Items using a method other than through the interfaces and instructions that are provided to the Customer by Cognite, or circumvent or attempt to circumvent any limitations that Cognite imposes on the Customer's account;
The Customer shall not engage in abusive use of the Subscription Items, which involves improper, illegal, unauthorised, or fraudulent use that may cause harm to the Subscription Items, Cognite, or third parties. The Customer shall not engage in usage in excess of average usage patterns that may adversely affect the speed, responsiveness, stability, availability, or functionality of the Subscription Items for other users. Cognite shall endeavor to notify the Customer of any said abuse or excessive usage to provide the Customer with an opportunity to remedy such breach.
Unless authorized by Cognite in writing, the Customer shall not probe, scan, exploit, or test the vulnerability or the security of CDF or any other Subscription Items or system, network, or component used for providing the Subscription Items
The Customer shall not modify, alter, adapt, translate, reverse-engineer, decompile, disassemble, or attempt to discover the source code, underlying ideas, algorithms, file formats, or internal APIs of CDF or any other Subscription Items, or any other Cognite Technology in any way;
The Customer shall not prepare any derivative works of the Subscription Items, or reproduce, distribute, sell, or resell any Cognite Technology in any manner or for any purpose;
The Customer shall not, directly or indirectly, use the Subscription Items or Confidential Information disclosed by Cognite, or information gained by the Customer from the Subscription Items to design, specify, develop, integrate, market, license, distribute, train, learn, improve, or host any competing products or services to the Subscription Items, or disclose any such information to any third party;
Use of the Subscription Items shall at all times be subject to the most current Google Cloud Platform Acceptable Use Policy or Microsoft Terms of Use (available here: http://cloud.google.com/terms and here: https://www.microsoft.com/licensing/terms/productoffering/MicrosoftAzure/MCA), depending on whether the Subscription Items run on Google Cloud Platform or Microsoft Azure.

Without prejudice to other remedies available under the Subscription Agreement, Cognite may immediately suspend Customer’s access to the Subscription Items: a) in case of a violation by Customer or its Authorized Users of Section 1, provided Cognite reasonably deems it necessary to prevent or reduce harm to the Subscription Items, Cognite or third parties; b) if Cognite receives a judicial or other governmental demand or order, subpoena, or law enforcement request or similar requiring Cognite to do so; or c) if Cognite reasonably believes that Customer or any Authorized User has been, or is likely to be, involved in any fraudulent, misleading, or unlawful activities.

For the avoidance of doubt, any suspension as set out above is without liability to Cognite and shall not release the Customer from any payment obligation or entitle the Customer to any refund.

2. Tools, open-source and account management

2.1 Extractors and Cognite Development Accelerators

Cognite may make Extractors and/or Cognite Development Accelerators available for the Customer. The Customer shall be solely and fully responsible for testing, installation, operation, updates, and/or any other use or function of Extractors and Cognite Development Accelerators. Upon termination of the Subscription, the Customer shall, if applicable, delete the Extractors and Cognite Development Accelerators permanently from its IT infrastructure, and provide a written notice to Cognite confirming such deletion. Cognite shall not be liable for any Extractors or Cognite Development Accelerators.

2.2 Open-source software

Cognite may at its own discretion include in the Subscription Items open-source code license from Cognite's third-party licensors. An overview of the relevant open-source licenses and third-party licenses that interact with the Customer’s systems through Extractors or CDF can be provided to the Customer upon request.

2.3 Account management

As part of receiving the Subscription Items, the Customer shall have access to an account which the Customer shall use to administer the Subscription Items.

The Customer shall be responsible for safeguarding the Customer's password and any other credentials used to access its account. Credentials shall not be shared with third parties. The Customer shall be responsible for any activity occurring in the Customer's account, other than activities that Cognite is responsible for under the Subscription Agreement.

2.4 Cognite Hub & Academy

Cognite Hub and Cognite Academy are online communities provided by Cognite as a place for discussion and education on Cognite Technology. The Customer and its Authorized Users can choose to sign up for Cognite Hub and Cognite Academy at https://hub.cognite.com/. For the avoidance of doubt, the Subscription Agreement does not apply to Cognite Hub, Cognite Academy, or any access and use thereof, which is governed exclusively by the Cognite Hub and Academy Terms and Conditions available here: https://www.cognite.com/en/legal/generalterms.

Notwithstanding the foregoing, the Parties agree that the Data Processing Agreement shall apply in connection with any processing of personal data about Authorized Users in Cognite Academy by Cognite on behalf of Customer, such as course progression in Cognite Academy, grades, and completion of modules.

2.5 Software usage analytics

Nothing in this Subscription Agreement shall limit Cognite from tracking, analyzing, presenting, and visualizing data on the use of and interaction with the Subscription Items to understand, secure, optimize, and improve the Subscription Items and use thereof, including the adoption and usage of features, user engagement, and user experience. Notwithstanding the foregoing, Cognite shall never disclose such data to third parties.

3. Support

Cognite shall support the Subscription Items in accordance with the Cognite SaaS SLA (available at https://content.cognite.com/en/legal/cognite-saas-service-level-agreement-sla), as amended from time to time).

The Cognite SaaS SLA shall not apply to Extractors, Cognite Development Accelerators, Cognite Hub or Cognite Academy, or Customer’s Solution Support Subscription (if any).

4. Protection and use of Customer Data

4.1 Handling Customer Data

The Customer is solely responsible for the lawfulness, reliability, integrity, and accuracy of Customer Data provided to Cognite.

Cognite shall maintain technical and organizational measures for the protection of the security and confidentiality of Customer Data, including but not limited to measures that seek to prevent access, use, modification, or disclosure of Customer Data, except as expressly permitted by the Customer in accordance with the Subscription Agreement and with Applicable Laws.

Cognite shall, upon the Customer's request, at any time during the Term, make commercially reasonable efforts to make all Customer Data available to the Customer in a structured, commonly used, and machine-readable format. Upon the expiration or termination of the Subscription and upon the Customer’s request, Cognite shall delete or destroy all copies of Customer Data stored on any computer or other device or which are otherwise in Cognite’s possession or control, except to the extent Cognite is required to retain such Customer Data by Applicable Laws. Cognite may retain Customer Data in backups, archives, and disaster recovery systems until deleted in the ordinary course of business, provided that such retained Customer Data shall remain subject to the requirements on confidentiality and security under the Subscription Agreement.

Cognite shall promptly inform the Customer of any known or reasonably suspected security breach or unauthorized disclosure of Customer Data, personal data, or Confidential Information (“Security Event”).

In case of a Security Event, Cognite shall (i) take all reasonable steps to mitigate any potential damages; and (ii) promptly respond to security-related inquiries from the Customer and take all reasonable steps to identify, investigate, and resolve applicable security issues in a timely manner.

4.2 Personal data

Cognite's Data Processing Agreement (available at https://content.cognite.com/en/legal/data-processing-agreement) as amended from time to time, shall apply to any processing of personal data by Cognite on behalf of the Customer in the performance of the Subscription Agreement.

For more information about Cognite’s processing of personal data, please read Cognite’s Customer and Partner Privacy Notice (available here: https://www.cognite.com/en/policy).

4.3 Backup

Cognite shall use commercially reasonable efforts to run back-ups as further described in the Cognite SaaS SLA. The Customer shall remain responsible for maintaining, protecting, and making backups of all Customer Data provided to Cognite.

4.4 Limited user right

Cognite may use Customer Data to provide, secure, and improve Cognite Technology and is granted a limited, royalty-free, sublicensable right to use the Customer Data for such purposes, provided that Cognite shall not use the Customer Data for other purposes than explicitly permitted under the Subscription Agreement and not use the Customer Data in a way that compromises the confidentiality of the Customer Data. As set out in Section 7.3, the Customer shall remain the owner of the Customer Data.

5. Fees and payment

5.1 Subscription fees

The Customer shall pay to Cognite the fees in accordance with the pricing and payment terms agreed in the Subscription Order Form and this MSA. All fees are provided exclusive of Taxes. Unless otherwise set out in the Subscription Order Form, payments are due thirty calendar (30) days after receipt of correct invoice.

The Customer acknowledges and agrees that all fees and charges payable under the Subscription Agreement shall be paid in the currency stated in the Subscription Order Form. The Customer shall bear full responsibility for any currency exchange costs, fees, or fluctuations related to the conversion of their local currency to the currency stated in the Subscription Order Form for the purpose of making payments under this Subscription Agreement.

Fees paid by the Customer are non-refundable, except in case the Customer terminates the Subscription Agreement for breach in accordance with Section 10, in which case Cognite shall refund fees paid in advance, pro-rated with reference to the effective date of the termination.

5.2 Partial billing cycles

The Customer shall only be invoiced for such part of the Billing Cycle during which the Subscription Agreement is in force unless the Subscription Agreement is terminated by Cognite as a result of the Customer’s breach.

5.3 Late payment interest

If the Customer fails to make any payment when due, then, without limiting Cognite’s remedies under Section 5.4 and Section 10, Cognite shall from the first day of delayed payment be entitled to interest on any overdue amount at 9,5% per annum, or if lower, the highest rate permitted under Applicable Laws, in respect of such unpaid amount. Cognite shall not exercise its right under this Section 5.3 insofar and as long as the Customer is disputing the applicable payment obligation reasonably and in good faith and is cooperating diligently to resolve the dispute, but this shall not affect the accrual of late payment interest on the overdue amount while the Parties work to resolve the dispute.

5.4 Payment default

If overdue fees, with the addition of late payment interest, have not been paid within the due date, Cognite may send the Customer a written notice stating that the Subscription Agreement shall terminate or Subscription be suspended as a result of the Customer's breach, unless settlement has taken place within fourteen (14) calendar days of receipt of the notice. Cognite shall not incur any liability to Customer due to such termination or suspension, nor shall Customer be entitled to any service credits under the Cognite SaaS SLA or Cognite Solutions SLA.

Such termination or suspension shall not take place if the Customer settles the overdue fee, with the addition of late payment interest, prior to the expiry of the deadline.

5.5 Taxes

The Customer and Cognite shall each be responsible for their own Taxes in connection with the Subscription Agreement, except as set out below or elsewhere in the Subscription Agreement.

If value-added taxes, sales taxes, goods and services taxes, or similar indirect taxes are applicable under Applicable Laws to any invoiced amounts under the Subscription Agreement, Cognite shall add such taxes to the invoiced amounts at the rate required by Applicable Laws and present such taxes appropriately on the invoice.

All payments under the Subscription Agreement shall be made without deduction or withholding of any Taxes unless such deduction or withholding is required by Applicable Laws. If the Customer is required by Applicable Laws to deduct or withhold Taxes on payments under the Subscription Agreement, the Subscription fees shall be increased (grossed up) so that the Customer pays to Cognite the same amount that would have been paid had such deduction or withholding not been required.

The Customer shall defend, hold harmless and indemnify Cognite from liability to any competent authority resulting from the failure by the Customer to deduct, withhold or remit Taxes where required by Applicable Laws.

The Customer undertakes to provide Cognite with original receipts and other relevant documentation to evidence the deduction, withholding, and remittance of Taxes on behalf of Cognite.

The Customer shall be liable for any Taxes levied on Cognite in connection with the Subscription Agreement outside the jurisdiction where Cognite is resident for tax purposes unless such taxes are covered by the preceding paragraphs of this Section 5.5. Such taxes shall be paid by the Customer directly to the relevant tax authority where permissible under Applicable Laws or otherwise reimbursed by the Customer to Cognite where Cognite is required to pay such taxes.

The Customer shall be liable for any new or increased Taxes levied on Cognite in connection with the Subscription Agreement outside the jurisdiction where Cognite is resident for tax purposes. If such new or increased taxes relate to a deduction or withholding requirement, the Subscription fees shall be grossed up in accordance with the third paragraph of this Section 5.5. Otherwise, such new or increased taxes shall be paid by the Customer directly to the relevant tax authority where permissible under Applicable Laws or otherwise reimbursed by the Customer to Cognite where Cognite is required to pay such taxes.

5.6 External marketplaces and invoicing systems

Should the Customer wish to complete payment of Subscription fees through Microsoft Marketplace, Google Marketplace, or similar marketplace, and Cognite accepts this in writing, the Customer acknowledges that such transactions are subject to the applicable terms and conditions of Microsoft, Google, or other third-party, as applicable, and that the Customer shall be responsible for any costs incurred in connection with such transactions, including any local taxes, such as any value-added tax (VAT), goods and services tax (GST), or sales tax, and platform fees.

Should Cognite agree in writing to utilize Customer’s preferred invoicing system, Customer shall reimburse Cognite for any costs incurred in connection with accessing and using such invoicing system for the purpose of invoicing Customer in accordance with the Subscription Agreement.

The Parties explicitly agree that Section 5.1 above shall apply and have priority regardless of any arrangements between Cognite and Customer regarding the use of invoicing system. The Subscription Agreement shall prevail over any terms and conditions associated with a) transactions in Google Marketplace, Microsoft Marketplace, or other third-party marketplace, and b) any third-party invoicing systems.

6. Changes and updates

6.1 Changes to the Customer's Subscription

If at any time the Customer wishes to change or extend its Subscription beyond the scope defined in the Subscription Order Form and Cognite accepts such changes, such changes shall be defined in an Amendment Order Form to be signed by an authorized representative of both Cognite and the Customer.

6.2 Modification to the Subscription Items

The Customer acknowledges that Cognite’s ability to continuously develop and enhance the Subscription Items is an integral part of the software-as-a-service delivery model and decisive to ensure continuously improved user experience and the relevance and competitiveness of the Subscription Items. Cognite, therefore, reserves the right to enhance, modify, and add and remove features and functionality of the Subscription Items from time to time. Such modifications may include the introduction of new subcontractors.

Cognite shall in the release updates available at https://docs.cognite.com/cdf/whatsnew/ announce if it intends to discontinue or make backward-incompatible changes to the functionality of the Subscription Items. Such changes shall also be described in the Online Documentation. The Customer may choose to provide notice of non-renewal prior to the next renewal date of the Subscription as further set out in the Subscription Order Form should Customer not want to renew the Subscription due to the announced changes. Cognite shall use commercially reasonable efforts to continue to operate the Subscription Items' functionality and features without said changes for at least twelve (12) months after the announcement, unless:

Otherwise required by Applicable Laws; or
Doing so could create a security risk or substantial economic or material technical burden.

6.3 Revising of fees

Cognite shall be entitled to adjust the Subscription fees each calendar year. In case of an increase in the Subscription fee, such increase shall not exceed the increase in the Consumer Price Index from January of the previous year to January of the present year. The increase shall be applied on a cumulative, year-over-year basis beginning twelve (12) months after the Effective Date.

7. IPR ownership

7.1 Background IPR

Each Party is and shall remain the sole and exclusive owner of all right, title, and interest in and to its own Background IPR and the Subscription Agreement does not affect such ownership. No rights to the other Party's Background IPR are acquired under the Subscription Agreement unless expressly stated.

7.2 Subscription Items and Improvements

For the avoidance of doubt and without limiting the generality of Section 7.1, Cognite and its third-party licensors (which exclude the Customer) is and shall remain the sole and exclusive owner of all right, title, and interest in and to the Subscription Items, the Cognite Technology, and any Improvements, which shall be considered Cognite's Background IPR. Cognite shall have the right to use and commercialize any Improvements at its discretion without any restrictions whatsoever.

This shall not alter the fact that such Background IPR is licensed by Cognite K.K or Cognite LLC from Cognite AS or its third-party licensors.

7.3 Customer Data

The Customer shall retain ownership of its Customer Data.

8. Confidentiality

Except as explicitly stated in the MSA, all Confidential Information exchanged or otherwise transferred between Cognite and the Customer shall be treated as confidential. The receiving Party shall duly handle and protect the Confidential Information from unauthorized disclosure using the same level of care the receiving Party uses to protect its own Confidential Information, but at least a commercially reasonable level of care. Confidential Information shall not be disclosed by the receiving Party to any third party, or used by the receiving Party for any other purpose than for which it is disclosed or as otherwise agreed in the Subscription Agreement, without the written consent of the disclosing Party, unless such Confidential Information:

is already known by rightful means to the receiving Party at the time the information was received;
is or becomes part of the public domain other than through a fault of the receiving Party;
is received from a third party without an obligation of confidentiality of which the receiving Party was or should have been aware;
is required to be disclosed by Applicable Laws, governmental, or other public authority regulation or decision, or ordered by a court of law.

Where the circumstances set out in Section 8 (d) apply, the receiving Party shall disclose only that portion of the Confidential Information which it is legally required to disclose. The receiving Party shall exercise its best efforts to obtain reasonable assurances that confidential treatment shall be accorded such Confidential Information.

Without prejudice to the foregoing, (i) the receiving Party may disclose Confidential Information to a third party, to the extent necessary for the performance of the Subscription, provided that the receiving Party shall procure that such third party shall be bound by confidentiality obligations at least as onerous as set out in this Section 8, and (ii) Cognite shall be entitled to name the Customer as a user of the Subscription Items for reference purposes in its marketing efforts, and may strictly for the purpose thereof reproduce the Customer's trademarks and logos.

This obligation to observe confidentiality shall continue for ten (10) years after the expiry or termination of the Subscription Agreement.

9. Warranties, indemnification, and limitation of liability

9.1 Warranties

Cognite warrants that it shall provide the Subscription Items with the degree of skill and care reasonably expected from a skilled and experienced global supplier of services substantially similar to the Subscription Items.

In the event of a breach of warranty, the Customer shall notify Cognite of the breach in writing and Cognite shall attempt to remedy the breach without undue delay. If Cognite fails to do so, the Customer may terminate the Subscription Agreement in accordance with the procedure in Section 10 if the breach is material.

Except as expressly provided in the Subscription Agreement and to the extent permitted by Applicable Laws, the Subscription Items shall be provided “as is” and Cognite does not make warranties of any kind, express, implied, or statutory, including those of merchantability, fitness for a particular purpose, or any warranty regarding the availability, reliability or accuracy of the Subscription Items except as explicitly set out in the Subscription Agreement.

9.2 General indemnity

To the extent allowed by Applicable Laws, Customer shall indemnify Cognite, its affiliates, and their respective directors, officers, employees, and agents, and defend and save each of them harmless, from and against Losses resulting from any and all suits, investigations, claims, or demands from any third party (including actions by government authorities) arising out of or relating to Customer’s unlawful use of Cognite Technology. The Customer shall be given immediate and complete control of such claims. Cognite shall not prejudice Customer's defense of such claim and provide Customer all reasonable assistance in connection with such claim.

9.3 IPR indemnification

Cognite shall indemnify the Customer against Losses resulting from any claim from any third party alleging that the permitted use of the Subscription Items infringes such third party's IPR, provided that Cognite is given immediate and complete control of such claim, that the Customer does not prejudice Cognite's defense of such claim, that the Customer gives Cognite all reasonable assistance in connection with such claim, and that the claim does not arise as a result of the use of Subscription Items otherwise than in accordance with the terms of the Subscription Agreement.

The foregoing indemnification obligation shall not apply to claims caused by or arising as a result of Customer Data, or the use or combination of the Subscription Items or any part thereof with software, hardware, data, or processes not provided by Cognite, if the Subscription Items or use thereof would not cause the claims without such combination.

To avoid and cure infringements, Cognite may, at its option:

procure the right to use the Subscription Items as before, without infringing any third-party rights;
replace or change the Subscription Items or provide materially corresponding Subscription Items that do not infringe any third-party rights; or
terminate the Subscription Agreement with immediate effect by written notice to Customer.

Until any infringement is resolved, Cognite shall be entitled to make the Subscription Items in question unavailable to the Customer. Customer shall be entitled to a pro-rata refund of Subscription fees pertaining to the periods during which Cognite has made the Subscription Items unavailable as set out in the foregoing, and Cognite shall not incur any other liability for exercising this right.

The foregoing states the entire liability of Cognite to the Customer for the infringement of IPR of any third party. This Section 9.3 regarding infringement applies correspondingly should any delivery of the Customer, for instance Customer Data, infringe any third party's IPR.

9.4 Indemnification conduct

A Party shall promptly notify the other Party if it receives a claim that the other Party shall be obliged to indemnify. Whenever possible, the other Party shall take over the defense of the claim. The Parties shall promptly give each other information and other assistance needed for handling the claim. The indemnified Party shall not compromise or settle or otherwise dispose of a claim, in whole or in part, without the written consent of the other Party.

9.5 Limitation of liability

In no event shall a Party be liable towards the other Party under or in connection with the Subscription Agreement or the subject matter contemplated hereunder, including, without limitation, the Subscription Items, whether in tort, contract, or otherwise for:

special, indirect, consequential, exemplary, incidental, or punitive damages or losses; or
loss of production, lost earnings or revenues of any kind, loss of anticipated cost savings, loss or corruption of Customer Data and consequences hereof, loss related to third party claims, or loss of profit or anticipated profit, in each case whether indirect or not.

The aggregate liability of each Party arising out of or in connection with the Subscription Items and the Subscription Agreement shall not exceed 50% of the Subscription fees paid by the Customer for the Subscription during the six (6) months prior to the event giving rise to the liability, less value-added tax. For the avoidance of doubt, this limitation of liability shall be cumulative and not per incident.

The limitations set out in this Section 9.5 shall not apply in relation to a Party's breach of Section 1 (Grant and Use), Section 8 (Confidentiality), the indemnities offered in Section 9.2 (General Indemnity) and 9.3 (IPR Indemnity), or in the case of gross negligence or wilful misconduct by the Senior Officers of Cognite or the Customer.

10. Term and termination

10.1 Term

The Subscription Agreement enters into force on the Effective Date and shall remain in force until the expiry of the Subscription Period (including any Renewal Subscription Period) as further specified in the Subscription Order Form or an Amendment Order Form unless terminated earlier in accordance with the Subscription Agreement (the "Term").

10.2 Termination

With effect from the expiry of the then-current Subscription Period, either Party may terminate individual Subscription Items by written notice to the other Party no later than three (3) months prior to the end of the current Subscription Period unless otherwise is set out in the Subscription Order Form or an Amendment Order Form.

10.3 Termination for breach

A Party is entitled to terminate the Subscription Agreement by written notice to the other Party if the other Party is in material breach of the Subscription Agreement and fails to remedy the breach within thirty (30) days following written notice of breach.

Such written notice shall specify the alleged material breach and the grounds for termination. If Customer’s notice results in a termination of the Subscription Agreement, the grounds for termination and material breach identified in the notice constitute the final frame and grounds that shall determine whether the Customer had the right to terminate the Subscription Agreement.

If a material breach from the Customer is not possible to remedy, Cognite may terminate the Subscription Agreement with immediate effect. For the avoidance of doubt, any termination by Cognite as set out in the Subscription Agreement is without liability to Cognite, and shall not release the Customer from any payment obligation or entitle the Customer to any refund.

10.4 Termination for insolvency

A Party is entitled to terminate the Subscription Agreement with immediate effect by written notice to the other Party if:

an order is made or a resolution is passed for the winding up or insolvency of the other Party, or the other Party makes an assignment for the benefit of creditors generally, or a receiver or administrator is appointed to its assets or any similar process is put into effect or the other Party suspends payment of its debts or is unable to pay its debts as they become due; or
the other Party files for bankruptcy, becomes insolvent, or makes a general compromise or arrangement with its creditors.

10.5 Effect of termination

If the Subscription terminates or expires, for whichever reason, the user right set out in Section 1 terminates simultaneously.

11. Compliance with applicable laws

11.1 General

The Customer shall comply with any Applicable Laws of any authority having jurisdiction in general and in connection with the Subscription Agreement and the Subscription Items.

Cognite shall have the right to terminate the Subscription Agreement with immediate effect if Customer becomes subject to the Norwegian, EU, UK, or US sanctions.

11.2 Export compliance

The Cognite Technology may be subject to export laws and regulations of the United States of America (“U.S. or United States”) and other jurisdictions. Cognite and the Customer each represent that it is not included on any U.S. government denied-party list. The Customer shall comply with all applicable export and re-export control laws and regulations, including without limitation the EAR, and any applicable laws and regulations of the country or jurisdiction in which the Customer is located or from which the Customer accesses or uses Cognite Technology. The Customer shall not permit any user to access or use any Cognite Technology in a United States-embargoed country or region or in violation of any United States' export laws or regulations. The Customer acknowledges that Cognite Technology is currently classified as EAR99 under the EAR, which generally allows for export or re-export to most countries, subject to certain restrictions and prohibitions.

11.3 Health, security, environment, and anti-bribery

Each Party shall (i) give priority to safety in order to protect life, health, the environment, and property; and (ii) ensure that tax payments and other payments are made in accordance with Applicable Laws.

Without limiting the generality of this Section 11 and in recognition of the Applicable Laws relating to anti-bribery and corruption of any country in which Cognite delivers the Subscription Items, neither Party shall for itself or anyone else, directly or indirectly:

give or offer any improper advantage to anyone as a consequence of their holding or in connection with the performance of a post, office, or commission;
request, receive, or accept an offer for an improper advantage in connection with the performance of a post, office, or commission;
give or offer any improper advantage with the purpose of influencing the performance of a post, office, or commission; or
request, receive, or accept an offer for an improper advantage with the purpose of influencing the performance of a post, office, or commission.

12. Contracting entities, notices, governing law, and dispute resolution

12.1 Contracting entities and notices

The Cognite and Customer entities entering into the Subscription Agreement, and the contact details to which notices shall be directed under the Subscription Agreement, are set out in the Subscription Order Form. A copy of all notices to Cognite under the Subscription Agreement shall be sent to legal@cognite.com.

12.2 Governing law

Any dispute arising out of or in connection with the Subscription Agreement shall be exclusively governed by and construed in accordance with the governing law as set out in the table below. The governing law is dependent on the Cognite entity that has entered into the Subscription Agreement with the Customer.

	Cognite AS	Cognite K.K	Cognite LLC
Governing law	The laws of Norway	The laws of Japan	The laws of the State of New York, USA

12.3 Dispute resolution

If at any time a dispute or claim arises out of or in connection with the Subscription Agreement (whether in contract, in tort, or based on statute or regulation), then any Party shall provide written notice to the other Party specifying the nature of the dispute or claim and the point of issue. The Parties shall have sixty (60) days from the date of such notice, or such later period as may be agreed, to resolve the dispute or claim amicably.

Disputes or claims that remain unresolved at the expiration of such period may be referred by either Party to and shall finally and exclusively be settled by arbitration. The seat of arbitration shall follow the Cognite entity that entered into the Subscription Order Form with the Customer in accordance with the table below.

	Cognite AS	Cognite K.K.	Cognite LLC
Arbitration rules (deemed to be incorporated by reference herein):	Arbitration Rules of the Oslo Chamber of Commerce (the "OCC Rules")	Arbitration Rules of the Japan Commercial Arbitration Association (the "JCAA Rules")	Arbitration Rules of the International Chamber of Commerce (the "ICC Rules")
Seat or legal place of arbitration	Oslo, Norway	Tokyo, Japan	New York City, USA

The language of the arbitration shall be English. If the Cognite entity entering into this Subscription Agreement is Cognite K.K., the language of the arbitration shall be Japanese. The arbitral proceedings and the arbitral award shall be treated as Confidential Information in accordance with Section 8, however such that this obligation to observe confidentiality shall continue ten (10) years after the termination of this Subscription Agreement, or ten (10) years after the case is finally settled by an arbitral award, whichever is the latest. For the avoidance of doubt, this confidentiality obligation shall cover all information disclosed in the course of such arbitral proceedings.

13. Miscellaneous

13.1 Assignment prohibition

To the extent permitted by Applicable Laws, Cognite may assign the Subscription Agreement. The Customer shall not assign the Subscription Agreement unless agreed between the Parties in writing.

13.2 Updates to the MSA

Cognite shall be entitled to update this MSA to reflect changes in Applicable Laws or correct grammatical errors.

13.3 Subcontracting

Cognite shall be entitled to subcontract any of its obligations under the Subscription Agreement and shall remain liable for all subcontracted obligations and its subcontractors’ acts or omissions as for its own.

13.4 Force majeure

Cognite shall not be liable under the Subscription Agreement if prevented from or delayed in performing its obligations by acts or events beyond its reasonable control, including war, strike, lockout, riot, epidemic, pandemic, and natural catastrophes such as flood, fire, earthquake, hurricane, volcanic eruption, and sandstorm; utility, network or device failure external to Cognite or its cloud service providers; and third-party attacks, including but not limited to distributed denial of service, directed attacks targeting Cognite, or impacting the Subscription Items (“Force Majeure”).

The Customer may terminate the Subscription Agreement in writing with fifteen (15) calendar days’ notice if the Force Majeure lasts or is expected to last for more than ninety (90) calendar days from the date on which the Force Majeure arose. Each of the Parties shall cover their own costs associated with such termination of the Subscription Agreement. Neither Party shall be entitled to bring a claim against the other as a consequence of the termination of the Subscription Agreement in accordance with this provision.

13.5 Entire agreement

The Subscription Agreement, and any additional terms agreed in writing between Cognite and the Customer and specifically stated to be additional terms to the Subscription Agreement, constitute the entire agreement between Cognite and the Customer on the subject matter hereof, and the Subscription Agreement supersedes any other prior or contemporaneous agreements, terms and conditions, written or oral concerning its subject matter. Any terms and conditions appearing on a purchase order or similar document issued by the Customer shall not override or form a part of the Subscription Agreement and shall be void.

14. Structure

The terms and conditions of the Subscription Agreement are set out in the following documents:

The Subscription Order Form and any Amendment Order Form(s);
The MSA;
The Cognite SaaS SLA; and
The Data Processing Agreement.

In case of conflict between the documents referred to above, the documents shall prevail in the order they are listed, however such that Amendment Order Form(s) shall prevail over the Subscription Order Form, and the Amendment Order Form with the latest effective date shall prevail over other, conflicting Amendment Order Form(s).

15. Definitions

"Amendment Order Form" means a written order form executed between Cognite and the Customer that changes the Customer’s Subscription or applicable terms and conditions.

"Applicable Laws" means all applicable laws, regulations, requirements, or orders, which are issued by any governmental body with legal authority to exercise legislative, judicial, regulatory, or administrative functions.

"Applications" means software that utilizes CDF via the CDF API.

"Authorized Users” means those individual Customer employees or service providers authorized by Customer to use the Subscription Items on Customer’s behalf, on the terms and conditions of the Subscription Agreement, and solely for their provision of services to the Customer.

"Background IPR" means any IPR conceived, designed, created, developed, reduced to practice, or otherwise acquired or controlled by Cognite or the Customer prior to, or otherwise outside of and unrelated to the scope of the Subscription Agreement.

"Billing Cycle" has the meaning given in the Subscription Order Form.

"CDF" means Cognite Data Fusion, a software system made and implemented by or on behalf of Cognite, the core functionality of which is to collect, process, and store data and to make such data available for consumption, as further described in the Online Documentation. The term "CDF" shall include CDF API.

"CDF API" means one or more application programming interfaces made available as software-as-a-service, which the Customer can use to utilize CDF.

"Cognite" means the Cognite entity entering into this Subscription Agreement as set out in the Subscription Order Form.

"Cognite Applications" means Applications owned or licensed by Cognite, excluding Applications developed by or on behalf of Cognite for the exclusive use of a third party.

"Cognite Development Accelerators" means application development tools and software development kits, which Cognite from time to time may make available.

"Cognite SaaS SLA" means Cognite's standard SaaS service level agreement (available here: https://content.cognite.com/en/legal/cognite-saas-service-level-agreement-sla) as amended from time to time.

"Cognite Technology" means CDF, Cognite Applications, Extractors, and any other technologies owned or licensed by Cognite, and all underlying IPR therein and thereto, including Improvements.

"Confidential Information" means any information concerning either Party that may reasonably be considered as proprietary or confidential, whether in a tangible or intangible form, and whether or not designated by a Party as proprietary or confidential, including, without limitation, procedures, documentation, marketing data, trade secrets, know-how, technical data, software, source codes, valuations, costs, rates, and prices and any other information of a proprietary or confidential nature relating to the disclosing Party or its business, as well as any information created or derived from any such information, irrespective of disclosing medium and storage. Without limiting the generality of the foregoing, Confidential Information includes any information regarding or gained from a Subscription Item. The Confidential Information may be labeled as "confidential", "proprietary", or similar without this being an explicit requirement for protection as Confidential Information.

"Customer" means the legal entity that has entered into the Subscription Agreement as specified in the Subscription Order Form.

"Customer Data" means data received by Cognite from the Customer, or from a third party on behalf of Customer for use as basis for the Subscription Items, including raw data and processed data, i.e. in the form raw data appears after it has been processed by Cognite, and personal data, but shall exclude, for the avoidance of doubt, CDF and any parts thereof, any information provided in Cognite Hub and Cognite Academy, and any feedback or suggestions regarding the functionality of the Subscription Items.

"Consumer Price Index" means the price index measuring the consumer prices for goods and services purchased by private households in Norway, reported each February by Statistics Norway, the national statistical institute of Norway and the main producer of official statistics (https://www.ssb.no/en).

"Data Processing Agreement" means the data processing agreement set out in the document available here: content.cognite.com/en/legal/data-processing-agreement, as amended from time to time.

"Effective Date" has the meaning set out in the Subscription Order Form.

"Extractors" means software made available to the Customer in the form of executable code for on-premises installation for use to extract Customer Data and send Customer Data to CDF.

"Field of Allowed Use” has the meaning set out in the Subscription Order Form.

"Improvements" means any and all modifications, improvements, or further developments of CDF, Cognite Applications, and Cognite Technology.

"IPR" means intellectual property rights of any kind existing now or in the future anywhere in the world, whether registered or not, and all applications, renewals, extensions of, and rights to apply for the same, including without limitation, patents, trademarks, design rights, copyright, publishing rights, moral rights, database rights, service marks, logos, business names, domain names, trade names, and other rights in goodwill, know-how, trade secrets, and other protected material, each in any form or format, including without limitation any and all intellectual property rights in and to any inventions, new technology, reports, data, data structures, databases, calculations, documents, drawings, sketches, specifications, equipment, algorithms, heuristics, computer programs, and source codes for software, and including without limitation the right to sue for passing off or unfair competition, rights to use, and to protect the confidentiality of, Confidential Information, and all other intellectual property rights, and rights to claim priority from such rights, and all similar or equivalent rights or forms of protection.

“Losses” means any and all losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable legal fees) finally awarded by a court of final appeal or reached through a negotiated settlement.

“Online Documentation” shall mean the description of CDF that is maintained at https://docs.cognite.com/cdf/ or on such other webpage Cognite may publish and make available to the Customer.

"Senior Officer" means the Chief Executive Officer, the Chief Finance Officer, and the Chief Legal Officer.

"Subscription" means the right to access and use the Subscription Items set out in the Subscription Order Form and any Amendment Order Forms as further specified in Section 1 in this MSA.

"Subscription Agreement" means the Subscription Order Form, any Amendment Order Forms, this MSA, the Cognite SaaS SLA, the Data Processing Agreement, and, if applicable, the Solution Support SLA.

"Subscription Item" means individual components included in the Subscription, which may be for the avoidance of doubt include CDF, CDF API, Cognite Development Accelerators, or any Applications and/or Cognite Applications owned by Cognite or its licensors, but only to the extent included in the Subscription.

"Subscription Order Form" means the individual order form executed between Cognite and the Customer that provides and confirms which Subscription Items are subject to a Subscription and the terms and conditions to apply thereto.

“Taxes” means all compulsory charges imposed pursuant to the authority of a country, or political subdivision thereof, to levy taxes or fees on an entity or activity. Such taxes or fees include but are not limited to any and all direct and indirect taxes, duties, and levies of whatever nature, including without limitation income taxes, corporate taxes, financial activities taxes, capital gains taxes, payroll taxes, sales and use taxes, social security contributions, value added taxes, goods and services taxes, withholding taxes, advance taxes, franchise taxes, industry and commerce taxes, property, ad valorem and excise taxes, import/export customs duties or fees, digital services taxes, and stamp duties and real estate taxes, howsoever denominated, having the character of taxation, including any auxiliary obligations, interest, penalties, surcharges, levies, costs and other additions to such taxes.

"Territory" means the geographically restricted area set out in the Subscription Order Form, and if not so specified in the Subscription Order Form, the country in which the Customer's legal entity is registered.

"Term" has the meaning set out in Section 10.1.