STANDARD TERMS OF SERVICE

1. Key Terms Summary

This summary is for convenience only. The legal terms below control.

1. Free access may be available. OTee may provide free access to parts of the platform, including the Free IDE and certain software infrastructure.

2. Software is licensed, not sold. OTee software that you download, deploy, activate, or run locally is licensed under these Terms and any applicable license limits, documentation, or order.

3. Paid SaaS is optional unless stated. Unless OTee expressly says otherwise, you do not need a paid hosted-services subscription to use properly licensed OTee software infrastructure.

4. You own your materials. You retain ownership of the code, configurations, files, and other materials you create or upload.

5. Industrial use is your responsibility. You are responsible for testing, validating, commissioning, securing, and safely operating your own hardware, networks, devices, industrial systems, and processes.

6. Additional terms may apply. Purchases, subscriptions, enterprise environments, assurance, support, professional services, developer tools, beta features, and safety-related functionality may be subject to additional terms.

2. Agreement, Acceptance, and Precedence

These Standard Terms of Service govern access to and use of OTee’s platform, Free IDE, account features, hosted services, software infrastructure, documentation, and related products made available by OTee AS (“OTee”, “we”, “us”, or “our”). These Terms form an agreement between OTee and the person or legal entity accessing or using OTee (“Customer”, “you”, or “your”).

By creating an account, logging in, accessing the OTee platform, using the Free IDE, creating a workspace or project, downloading software, activating software, deploying software infrastructure, or otherwise using OTee products, you agree to these Terms. If you use OTee on behalf of a company, organization, or other legal entity, you represent that you have authority to accept these Terms on behalf of that entity. If you do not agree, you must not access or use OTee.

Additional terms may apply to specific products, purchases, subscriptions, enterprise environments, support offerings, professional services, beta programs, safety-related functionality, data processing, developer tools, APIs, or third-party services. OTee may present additional terms through an online checkout, order form, enterprise agreement, statement of work, product schedule, product documentation, in-product notice, legal page, or other written process. The acceptable-use rules are set out in Section 9 of these Terms. OTee processes personal data as described in OTee’s Privacy Policy. You must comply with your own obligations regarding personal data, including ensuring that you have the rights, permissions, consents, and legal bases required to submit or process personal data through OTee.

If Customer has a separate written agreement, order form, framework agreement, enterprise agreement, master services agreement, data processing agreement, statement of work, or other customer-specific terms signed or otherwise accepted by OTee, that customer-specific agreement governs Customer’s use of OTee to the extent stated in that agreement. If there is a conflict between these Terms and customer-specific or purchase-specific terms accepted by OTee, the more specific terms control for the relevant customer, product, purchase, license, subscription, service, or environment. These Terms continue to apply to the extent they are not replaced or modified by such terms.

No purchase order, vendor portal term, customer policy, code of conduct, procurement document, or other customer-provided term modifies these Terms unless OTee expressly accepts it in writing. OTee’s performance, delivery, account approval, invoice issuance, provision of access, or failure to object does not constitute acceptance of such terms.

3. Accounts and Organization Administration

You must provide accurate and complete account, company, billing, domain, and contact information when required, and keep it up to date. You are responsible for maintaining the confidentiality and security of your login credentials, accounts, workspaces, projects, devices, deployments, and access controls. You are responsible for all activity under your account, whether performed by you, your employees, contractors, consultants, Affiliates, or other authorized users.

If OTee uses domain verification, domain capture, SSO, or organization-level account controls, you represent that you have the right to provide and manage the relevant domains, users, and organization information. OTee may use verified domains or administrator approvals to associate users with an organization, workspace, or enterprise environment. If your account is associated with an organization, workspace, domain, or enterprise environment, your administrator may control access, assign roles, manage users, access Customer Materials, configure settings, and enforce organizational policies.

Customer may invite employees, contractors, consultants, system integrators, service providers, or other third-party users to access Customer’s organization, workspace, projects, devices, deployments, or Customer Materials as authorized users. Customer is responsible for granting appropriate access rights, managing and revoking access, and ensuring that such authorized users comply with these Terms and any applicable customer-specific agreement. Access by an authorized user does not transfer ownership of Customer Materials or grant that user any independent right to use OTee Products outside the scope of Customer’s authorization. 

OTee may provide security controls such as multi-factor authentication, role-based access control, audit logs, or single sign-on depending on the plan or environment. You are responsible for configuring and using available controls appropriately. OTee is not responsible for losses, unauthorized access, or account compromise that would reasonably have been prevented by your use of available security controls.

4. Free Access and Free IDE

OTee may provide free access to parts of the OTee platform, including the Free IDE, free account functionality, free workspaces, free projects, free trials, free infrastructure components, or other free features. Subject to these Terms, OTee grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Free IDE for your permitted business purposes, including providing engineering, integration, automation, or operational services to your own customers.

Free access may be subject to limits, including limits on users, workspaces, projects, deployments, runtime instances, monitoring, API access, storage, data retention, support, functionality, or availability. OTee may enforce limits through technical, commercial, or account controls.

OTee may modify, limit, suspend, or discontinue free features prospectively. Where reasonable, OTee will try to provide notice of material changes, but OTee does not guarantee continued availability of free features unless expressly agreed in writing. If OTee materially limits or discontinues free functionality that stores or manages Customer Materials, OTee will use commercially reasonable efforts to provide a reasonable way for affected Customers to export relevant Customer Materials from the hosted services, unless OTee is legally prohibited from doing so, the account has been suspended or terminated for serious breach, or continued access would create a security, legal, operational, or safety risk.

Free access, including the Free IDE and free hosted services, is provided without uptime, support, maintenance, or service-level commitments unless OTee expressly states otherwise in writing.

5. Licensed Software and Local Infrastructure

“Licensed Software” means OTee software that may be downloaded, deployed, installed, activated, run locally, run on customer-controlled infrastructure, or otherwise used outside OTee’s hosted environment, including virtual PLC runtimes, data services, local agents, connectors, applications, and other deployable components.

Subject to these Terms, applicable documentation, license metrics, and payment of any applicable fees, OTee grants you a limited, non-exclusive, non-transferable, non-sublicensable license to install and use applicable Licensed Software for your permitted business purposes, including providing engineering, integration, automation, or operational services to your own customers.

Licensed Software is licensed, not sold. OTee and its licensors retain all ownership and intellectual property rights in Licensed Software. You receive only the rights expressly granted under these Terms or an applicable written order.

Some Licensed Software may be made available without license fees. Free Licensed Software remains subject to these Terms, applicable license metrics, documentation, and restrictions. Unless OTee expressly states otherwise, and except where required by applicable law, Free Licensed Software is provided without support, SLA, maintenance, updates, security patches, warranty, or obligation to provide future versions. 

Some Licensed Software requires payment. Paid Licensed Software may be purchased through an online checkout, order form, invoice, enterprise agreement, or other process accepted by OTee. Your rights to paid Licensed Software are determined by the applicable order, checkout record, product schedule, documentation, and these Terms.

If an order or checkout record states that Licensed Software is licensed on a perpetual basis, you may continue using the applicable licensed version after payment, unless the license is terminated for breach and subject to applicable license metrics, documentation, and these Terms. A perpetual license does not include updates, upgrades, new versions, security patches, support, service levels, hosted services, compatibility maintenance, or professional services unless expressly included in an active subscription, assurance plan, order, or other written agreement.

Unless expressly stated in an order, checkout record, product schedule, documentation, or written agreement, you do not need to purchase a paid hosted-services subscription to use properly licensed OTee software infrastructure. Where OTee makes software infrastructure available without a paid hosted-services subscription, OTee will provide access to the Free IDE or another free interface that enables reasonable basic use of that software infrastructure, subject to applicable free access limits, documentation, product availability, and these Terms.

Licensed Software may be limited by license metrics such as runtime instance, device, controller, node, site, user, workspace, project, environment, or other metric stated by OTee. Unless otherwise stated, each deployed, activated, executable, or running instance requires its own license entitlement. You may not use one license entitlement for multiple concurrent instances. OTee may use license keys, activation credentials, entitlement files, online activation, offline activation, technical controls, or usage records to manage Licensed Software. You must not bypass, disable, tamper with, or circumvent those controls. Unless otherwise stated, you may reassign a license entitlement for legitimate replacement, maintenance, migration, decommissioning, or failure recovery, provided the same license entitlement is not used concurrently beyond the licensed quantity.

6. Paid Products, Purchases, and Subscriptions

OTee may offer paid account plans, paid Licensed Software, subscriptions, assurance, support, enterprise environments, developer tools, or professional services. Paid plans may provide additional hosted functionality such as lifecycle control, managed runtime capacity, monitoring history, APIs, collaboration, approvals, user management, SSO, role-based access control, audit logs, rollout orchestration, support, or enterprise features.

If you purchase OTee products through an online checkout or order process, the checkout record or order may identify the product, price, currency, quantity, license metric, subscription term, renewal terms, tax, payment method, and applicable terms. By completing checkout or accepting an order, you agree to the applicable purchase terms. Additional purchase, subscription, support, assurance, license, or product-specific terms may be presented and accepted during the purchasing process.

Subscriptions renew according to the terms presented at purchase or stated in the applicable order. Unless otherwise stated, subscription fees are non-cancelable and non-refundable except as required by law or expressly agreed by OTee. Fees exclude taxes unless expressly stated, and you are responsible for applicable taxes, duties, levies, VAT, GST, sales/use taxes, withholding taxes, and similar charges, excluding taxes on OTee’s net income. OTee may use third-party payment processors. If you fail to pay amounts due, OTee may suspend or restrict paid features, subscriptions, support, downloads, activations, future purchases, or other functionality, and may pursue other available remedies.

7. Customer Materials, Usage Data, and Privacy

“Customer Materials” means code, programs, logic, configurations, files, project materials, data, text, documentation, models, and other materials that you or your users submit, upload, create, process, or deploy using OTee. You retain ownership of Customer Materials. These Terms do not transfer ownership of Customer Materials to OTee.

You grant OTee a worldwide, non-exclusive license to host, process, transmit, display, reproduce, store, analyze, and use Customer Materials as necessary to provide, secure, maintain, support, troubleshoot, comply with law, and enforce these Terms. OTee may use aggregated or de-identified information derived from Customer Materials to improve OTee products, provided it does not identify Customer or any individual. You are responsible for Customer Materials, including their accuracy, legality, security, backup, quality, suitability, and use in industrial systems. You represent that you have all rights, permissions, consents, and legal bases necessary to use Customer Materials with OTee.

You must not upload, process, or share sensitive, regulated, protected, or special-category data through OTee unless you have ensured that you and OTee may lawfully process such data and OTee has expressly agreed to support that data where required. This may include health data, special-category personal data, financial account data, government identifiers, children’s data, export-controlled data, or other legally restricted data.

OTee may collect and use usage data, telemetry, diagnostic data, activation data, entitlement data, performance data, security data, error logs, configuration data, and similar information relating to OTee products to provide, operate, secure, support, maintain, troubleshoot, analyze, and improve OTee products; verify license compliance; prevent abuse; generate aggregated or de-identified analytics; and develop new products and features. OTee may use aggregated or de-identified data for product improvement, analytics, benchmarking, security, research, and business purposes, provided it does not identify Customer or any individual.

OTee’s processing of personal data is described in OTee’s Privacy Policy. Where OTee processes personal data on behalf of Customer, a Data Processing Addendum may apply. OTee may provide tools to export or delete Customer Materials. Following account termination, workspace deletion, subscription termination, or inactivity, OTee may delete or retain Customer Materials according to its retention policies, applicable law, and any applicable written agreement.

8. Industrial and Safety Responsibility

You are responsible for your hardware, operating systems, containers, virtual machines, networks, firewalls, third-party software, dependencies, industrial devices, fieldbus networks, sensors, actuators, process equipment, power supply, personnel, operating procedures, and industrial processes.

You are responsible for testing, validation, simulation, commissioning, acceptance testing, backup, rollback procedures, change management, risk assessment, monitoring, maintenance, and safe operation of your systems. OTee’s obligations apply only when OTee products are used in accordance with documentation and any supported environment requirements stated by OTee.

OTee is not responsible for failures, defects, vulnerabilities, downtime, unsafe conditions, data loss, or performance issues caused by third-party hardware, software, networks, services, protocols, drivers, libraries, devices, systems, integrations, or customer-controlled environments. OTee products do not replace the professional judgment of qualified engineers, operators, safety professionals, or other responsible personnel. You are responsible for reviewing and approving code, configurations, deployments, control logic, and operational decisions before production use.

You must not use OTee products for safety-critical, life-critical, emergency shutdown, fail-safe, SIL, medical, nuclear, aviation, or similarly high-risk applications unless the applicable product, version, configuration, documentation, and written agreement expressly authorize such use. You are responsible for hazard analysis, risk assessment, safety lifecycle compliance, validation, commissioning, proof testing, operating procedures, maintenance, and compliance with applicable safety laws and standards. Any safety certification, redundancy claim, safety protocol support, SIL claim, or similar claim applies only within the scope expressly stated in applicable documentation, certification materials, or written agreement.

9. Acceptable Use and Restrictions

You must use OTee products responsibly and in compliance with applicable law, documentation, license limits, and these Terms. You must not, and must not permit anyone else to:

1. reverse engineer, decompile, disassemble, or attempt to derive source code, except to the extent such restriction is prohibited by law;

2. copy, modify, adapt, translate, or create derivative works of OTee products except as expressly permitted;

3. sublicense, rent, lease, lend, transfer, or distribute OTee products outside the scope expressly permitted by these Terms, an applicable order, or OTee; 

4. sell OTee products as standalone products, sublicense or transfer OTee products, provide public hosted access to OTee products as a general-purpose platform or service, white-label OTee products, operate a competing platform, or access or use OTee products to build, train, benchmark, or improve a competing product or service, unless expressly permitted by OTee; 

5. remove proprietary notices or bypass, disable, tamper with, or circumvent license, activation, entitlement, security, telemetry, or usage controls;

6. test, scan, probe, penetrate, or benchmark OTee systems for vulnerabilities or limitations unless expressly authorized by OTee;

7. scrape, data mine, harvest, or access OTee products, content, or systems programmatically except through permitted OTee APIs and in accordance with applicable API terms;

8. impersonate any person or entity, misrepresent affiliation, use OTee deceptively, or avoid or attempt to avoid fees, usage limits, license metrics, or billing controls;

9. use OTee products to violate law, infringe rights, compromise security, disrupt systems, upload malicious code or unlawful content, or harm OTee, customers, users, systems, or third parties.

10. Intellectual Property, Confidentiality, and Third-Party Components

OTee and its licensors own all rights, title, and interest in and to OTee products, including software, source code, object code, interfaces, designs, workflows, models, documentation, know-how, trademarks, and intellectual property. No rights are granted except as expressly stated in these Terms or another written agreement with OTee. No source code rights are granted unless expressly stated in a separate written agreement signed by OTee.

If you provide feedback, comments, suggestions, ideas, or recommendations regarding OTee products, you grant OTee a worldwide, perpetual, irrevocable, royalty-free, sublicensable license to use them without restriction or payment, provided OTee does not identify you as the source of confidential feedback without permission.

Each party may receive non-public business, technical, product, security, commercial, financial, or other information from the other party that is marked confidential or should reasonably be understood to be confidential. The receiving party may use such information only to exercise rights and perform obligations under these Terms, must protect it using reasonable care, and may disclose it only to personnel, contractors, advisors, and affiliates who need to know and are bound by confidentiality obligations. Confidential information does not include information that is public without breach, already known without restriction, independently developed without use of confidential information, or lawfully received from a third party without restriction.

OTee products may include or interact with third-party software, open source software, hardware, cloud services, protocols, libraries, APIs, or integrations. Open source components may be subject to separate license terms that govern the applicable component. OTee is not responsible for third-party products, services, hardware, software, systems, or integrations not provided by OTee. Use of developer tools may be subject to separate developer terms, API terms, rate limits, technical restrictions, authentication requirements, and documentation.

11. Security and Service Providers

OTee will maintain reasonable administrative, technical, and organizational security measures designed to protect the hosted services and Customer Materials processed by the hosted services. OTee’s current security practices may be described in applicable Security Standards, which may be updated from time to time.

OTee may use third-party service providers, subprocessors, hosting providers, payment processors, infrastructure providers, support providers, and other vendors to provide, secure, maintain, support, and improve OTee products. OTee remains responsible for its service providers’ performance to the extent required by these Terms, applicable law, or a separate written agreement.

You are responsible for securing your own systems, devices, networks, credentials, deployments, runtime environments, backups, industrial equipment, and access controls. Security commitments for paid plans, enterprise environments, support, assurance, or professional services apply only if expressly included in an applicable order, policy, or written agreement.

12. Suspension and Termination

OTee may suspend or restrict access to OTee products, accounts, workspaces, downloads, activations, support, or other functionality if OTee reasonably believes that you have breached these Terms; payment is overdue; your use creates a security, legal, operational, or safety risk; your account has been compromised; you exceed license limits; suspension is required by law or third-party provider requirements; or your use may harm OTee, customers, users, systems, or third parties.

You may stop using OTee products at any time and may delete your account or request account deletion according to OTee’s available procedures, subject to applicable retention, billing, legal, and operational requirements.

OTee may terminate your access to OTee products or these Terms if you materially breach these Terms and fail to cure the breach within thirty days after notice. OTee may terminate or suspend immediately for breach of license restrictions, intellectual property rights, confidentiality, security obligations, payment obligations, or unlawful use.

Upon termination of your account or rights to use an OTee product, you must stop using the affected product and delete any affected Licensed Software if your license has been terminated. Termination of a paid hosted-services subscription does not terminate a valid perpetual license to Licensed Software, provided you have paid all applicable fees and remain in compliance with these Terms. Provisions relating to payment, ownership, confidentiality, license restrictions, disclaimers, indemnity, limitation of liability, termination effects, governing law, and other provisions that by nature should survive will survive termination.

13. Disclaimers, Liability, and Indemnity

To the maximum extent permitted by law, OTee products are provided “as is” and “as available” except as expressly stated in a separate paid order or written agreement. OTee disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, uninterrupted operation, error-free operation, and suitability for your specific industrial process, hardware, environment, or use case. Free access, Free IDE, Free Licensed Software, trials, beta features, evaluation features, and early-access features are provided without warranty, support, SLA, maintenance, availability commitment, or indemnity unless expressly stated otherwise. You must not use beta, trial, evaluation, or early-access features in production, safety-critical, or high-consequence environments unless OTee expressly authorizes such use in writing.

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, punitive, or similar damages, or for loss of profits, revenue, goodwill, data, production, use, business opportunity, or cost of substitute goods or services, even if advised of the possibility. To the maximum extent permitted by law, OTee will have no liability arising from or relating to Free IDE, Free Licensed Software, beta features, trials, evaluation features, early-access features, or other free offerings. If applicable law does not permit liability to be fully excluded, OTee’s total aggregate liability for such offerings will be limited to the minimum amount permitted by applicable law.

For paid OTee products, unless a separate written agreement states otherwise, each party’s total aggregate liability arising out of or relating to the paid OTee product will not exceed the amounts paid or payable by Customer to OTee for the affected product during the twelve months before the event giving rise to liability. For paid perpetual Licensed Software not covered by an active subscription or assurance plan, OTee’s aggregate liability will not exceed the fees paid for the affected Licensed Software. These limitations do not apply to liability that cannot be limited under applicable law, payment obligations, willful misconduct, gross negligence, or infringement or misappropriation of the other party’s intellectual property rights.

You will defend and indemnify OTee against third-party claims, damages, liabilities, losses, and expenses arising from Customer Materials, your use of OTee products in breach of these Terms, your industrial systems, your products or services, your violation of law, or your infringement of third-party rights. If you purchase paid OTee products, OTee’s intellectual property indemnity obligations, if any, will be as stated in the applicable order, product-specific terms, or written agreement. Unless expressly stated otherwise, OTee has no indemnity obligation for Free IDE, Free Licensed Software, beta features, trials, evaluation features, early-access features, third-party systems, unsupported environments, Customer Materials, or use outside documentation.

14. Export Controls, Changes, Notices, and Governing Law

You must comply with applicable export control, sanctions, and trade laws. You must not use OTee products in embargoed jurisdictions, by or for prohibited parties, or for prohibited end uses.

OTee may update these Terms from time to time. If OTee makes material changes, OTee will use reasonable efforts to notify you through the platform, email, or other reasonable means. Updated Terms will apply prospectively from the stated effective date. Continued use of OTee after the effective date constitutes acceptance of the updated Terms, unless applicable law requires a different process. For material changes that substantially affect existing paid rights, the applicable order or written agreement will control to the extent required.

OTee may provide notices through the platform, email, account notifications, or other reasonable means. You may send legal notices to OTee using the contact details published by OTee or stated in an applicable order.

These Terms are governed by the laws of Norway, excluding conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The ordinary courts of Norway will resolve disputes that the parties cannot resolve amicably, unless another dispute resolution process is expressly agreed in a written agreement signed by OTee.

15. Miscellaneous

You may not assign or transfer these Terms or your rights under them without OTee’s prior written consent. OTee may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

Neither party is liable for delay or failure caused by events beyond reasonable control, excluding payment obligations. If a provision is invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable while preserving its intent, or severed if modification is not possible. Failure to enforce a provision is not a waiver of the right to enforce that provision later.

These Terms do not create any partnership, agency, joint venture, employment, franchise, fiduciary, or similar relationship between you and OTee. Neither party may bind the other unless expressly authorized in writing.

Customer may allow its affiliates, meaning entities that control, are controlled by, or are under common control with Customer, to use OTee products only as permitted by these Terms, applicable documentation, and any applicable order or written agreement. Customer is responsible for its affiliates’ compliance with these Terms. 

These Terms, together with any applicable additional terms, policies, orders, checkout records, product schedules, and written agreements, form the entire agreement between you and OTee regarding your use of OTee products.