Blyott Data Protection and Disclaimer

BLYOTT GENERAL TERMS & CONDITIONS

Version: 230913

Blyott General terms & conditions

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These General Terms and Conditions (also referred to as the “Terms”) govern the Customer’s purchase of Blyott Products, additional Services and Hardware.

These Terms are between Blyott’ and the Customer and are effective as of the date of Customer’s acceptance of these Terms by means of executing an Order Form that references these Terms or otherwise (the “Effective Date”).Certain capitalized terms are defined in Section 1 (Definitions) or contextually within the Terms.

1. DEFINITIONS

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“Additional Services” mean limited training, consulting and implementation services or other services related to the Products, as identified in an Order.

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“Affiliate” means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a party, where “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of greater than 50% of the securities or other equivalent voting interests of the entity.
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“Beta Services” means Blyott’s services or functionality that may be made available to Customer to try at its option at no additional charge.
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“Blyott” means Blyott entity identified on the Order Form.
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“Customer” means the company for which and on behalf of which an authorized by it individual is accepting this Agreement, and Affiliates of that company (for so long as they remain Affiliates) which have entered into separate Order Forms.
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“Customer Data” means all electronic data and information submitted by or for Customer to the Products, including but not limited to asset data, User data and Product data.
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“Free Services” means Services that Blyott makes available to Customer free of charge. “Hardware” means equipment that is sold by Blyott to the Customer as specified in an Order Form.
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“Laws” means all applicable local, state, national and international laws, regulations and conventions, including those related to data privacy.
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“Order Form” means Blyott’s ordering document specifying the Products, Hardware and Additional Services to be provided hereunder that is entered into between Customer and Blyott or any of their corresponding Affiliates, including any addenda and supplements thereto.
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“Products” means Blyott’s cloud-based solutions that are purchased by Customer under an Order Form and made available online by Blyott, including associated offline or mobile components, as the case may be.
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“Subscription Term” means Customer’s subscription period for the Products o as set forth in the applicable Order Form.
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“Support” means support and maintenance for the Products.
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“Third Party Product” means software functionality that interoperates with Products or services related to
Hardware that is provided by Customer or a third party.
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“User” means an individual that is authorized by the Customer to use the Products and for whom the Customer has purchased the subscription.

2. APPLICABILITY AND SCOPE OF TERMS

These Terms apply to purchase and usage by the Customer and its Users and provision by Blyott of the Products,Hardware and Additional Services. The Customer will enter into separate Order Forms under these Terms forProducts and related Hardware, Support and Additional Services.
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Certain sections of these Terms apply only to Products or only to Hardware, as may be indicated correspondingly.Products, Hardware, Support and Additional Services may be provided by Blyott Affiliates as is specified on theOrder Form.

3. BLYOTT’s RESPONSIBILITIES

Blyott will (a) make the Products available to Customer pursuant to these Terms and the applicable Order Forms,(b) provide applicable Blyott Support for the Products, (c) use commercially reasonable efforts to make theProducts available 24 hours a day, 7 days a week, except for: (i) planned downtime, and (ii) unavailability caused by circumstances beyond Blyott’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labour problem, Internet service provider failure or delay, aThird Party Product, or denial of service attack, and (d) provide the Products in accordance with Laws applicable to Blyott (i.e., without regard for Customer’s particular use), and subject to Customer’s and Users’ use of the Products in accordance with these Terms and the applicable Order Form.

Personnel and subcontractors. Blyott will be responsible for the performance of its personnel (including its employees and contractors) and subcontractors and their compliance with Blyott’s obligations under these Terms, except as otherwise specified herein.

4. CUSTOMER’s RESPONSIBILITIES & USAGE RESTRICTIONS

During the applicable Subscription Term, the Customer and Users have non-exclusive, non-sublicensable and non-transferable right to access and use the Products for their business purposes and in accordance with these Terms and within the usage limits as specified in the corresponding Order Form. If Customer exceeds a contractual usage limit, Blyott may work with Customer to seek to reduce Customer’s usage so that it conforms to that limit.

Additionally the Customer will (a) be responsible for Users’ compliance with these Terms and Order Forms, (b) be responsible for the accuracy, quality and legality of Customer Data and the use thereof with the Products, and the interoperation of any Third Party Products with which Customer uses Products or Hardware, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Products, and notify Blyott promptly of any such unauthorized access or use, and (d) use Products only in accordance with these Terms, Order Forms and applicable Laws.

Any use of the Products in violation of the above by Customer or its Users entitles Blyott to suspend theCustomer’s access to and use of the Products if such violation threatens the security, integrity or availability of Blyott’s Products or impacts other customers. Blyott will make commercially reasonable efforts to provide theCustomer with an advance notice and an opportunity to remedy such violation or threat prior to suspension.

Usage restrictions. Except as otherwise expressly permitted in these Terms, Customer shall not: (a) reproduce, modify, adapt or create derivative works of the Products; (b) rent, lease, distribute, sell, resell, sublicense, transfer or provide access to the Products or make them available to a third party or use the Products for the benefit of any third party; (e) use Products to store, transmit infringing or unlawful material (including in violation of third party privacy rights) or store or transmit malicious code, (f) interfere with or otherwise circumvent mechanisms in theProducts intended to limit the use; (f) reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms unless expressly permitted by applicable law (and subject to an advance notice to Blyott); (g) remove any proprietary or other notices contained in the Product; (h)make information regarding the performance of the Products publicly available; or (j) encourage or assist any third party to do any of the foregoing.

5. SECURITY AND PRIVACY

Blyott will maintain appropriate administrative, technical, and physical security measures for protection of the Customer Data. Such measures and safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Customer Data.

Upon request by Customer made within 30 (thirty) days after the effective date of termination or expiration of thisAgreement, Blyott will assist Customer and make reasonable effort on behalf of the Customer to make CustomerData available to Customer for export or download. After such 30-day period, Blyott will have no obligation to assist, maintain or provide any Customer Data and will delete or destroy all copies of Customer Data in its systems or otherwise in its possession or control, unless legally prohibited.

Storage. Customer Data is stored on servers of Amazon Web Services with state-of-the-art protection and is secured against unauthorized access. Blyott employees are obliged to maintain confidentiality and security with regard to personal data. Blyott will not disclose or share your personal data to a third party at any time without your express consent, unless: a) sharing this information is necessary in order to provide the services you wish to use; b) a subcontractor or a partner, which we employ in the context of providing services, requires this data(subcontractors are only entitled to use data insofar as this is necessary for the provision of services); c) an enforceable official or court order exists. Customer Data is stored for a maximum period of five (5) years.

Privacy. Blyott may collect data and information about the Customer and its Users in connection with their use of the Products, in accordance with Blyott privacy policy , which Customer hereby acknowledges.

GDPR Compliance. To the extent Customer Data includes personal data (as defined in Regulation (EU) 2016/679(General Data Protection Regulation) (the “GDPR”) from individuals residing in the European Economic Area (EEA),the United Kingdom, Switzerland, Blyott will process such Customer Data in accordance with the GDPR.

6. THIRD PARTY PRODUCTS

Any acquisition by Customer of the Third Party Products in connection with the Products or Hardware (including but not limited to implementation, customization, training or other services), and any exchange of data betweenCustomer and the Third Party Products provider is solely between Customer and the corresponding Third PartyProduct provider and is subject to a separate agreement between them. Blyott does not warrant or support theThird Party Products, whether or not they are proposed or in any way designated as ‘certified’ by Blyott, unless expressly provided otherwise in an Order Form.

Blyott is not responsible for any access to or use, modification or deletion of Customer Data or damage toHardware by such Third Party Product or its provider.

Blyott does not guarantee the continued availability of the Products’ features that are designed to interoperate with the Third party Products and may cease providing them at any moment without entitling Customer to any refund, credit, or other compensation.

7. BETA SERVICES AND FREE SERVICES

Beta Services. From time to time, Blyott may make Beta Services available to Customer at no charge. Customer may choose to try such Beta Services or not in its sole discretion.

Free Services. Blyott may make Free Services available to Customer. Use of Free Services is subject to the terms and conditions of this Agreement. Free Services are provided to Customer without charge up to certain limits as may be described in the corresponding Order Form. Usage over these limits requires Customer’s purchase of additional resources or services.

NOTWITHSTANDING SECTIONS 12 (WARRANTIES AND DISCLAIMER) AND 13 (INDEMNIFICATION) HEREIN, BETA SERVICES AND FREE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND BLYOTT SHALL HAVENO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE BETA SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE BLYOTT’S

LIABILITY WITH RESPECT TO THE CORRESPONDING SERVICES SHALL NOT EXCEED EUR 1,000.00.NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 14 (LIABILITY) HEREIN, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO BLYOTT AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUTOF CUSTOMER’S USE OF BETA SERVICES AND FREE SERVICES.
BLYOTT SHALL NOT BE RESPONSIBLE FOR ANY DATA CUSTOMER ENTERS INTO THE BETA SERVICES AND FREE SERVICES AND ANY CUSTOMIZATIONS MADE TO THE BETA SERVICES OR FREE SERVICES BY OR FOR CUSTOMER.

8. ADDITIONAL SERVICES

Subject to these Terms, Customer may purchase Additional Services that Blyott will provide in accordance with the applicable Order Form. Blyott will retain all right, title and interest in any deliverables created as a result of or in connection with the Additional Services. Customer may use any of such deliverables only in connection with theProducts and subject to the same usage rights and restrictions.

9. FEES AND PAYMENT

Customer will pay all the fees, by the due dates and in the currency as specified in Order Forms. Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to, value-added, sales, use or withholding taxes (the “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. For clarity, Blyott is solely responsible for taxes assessable against it based on its income, property and employees.

Renewals of Product subscriptions. Except as otherwise specified in the Order Form, a subscription for Products will automatically renew for another Subscription Term of a period equal to the initial Subscription Term, unless either party provides a notice of non-renewal minimum 30 (thirty) days in advance. All renewals will be charged at the then-current rates.

Invoicing and Payment. Unless otherwise stated in the Order Form, invoiced fees are due net 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to Blyott and notifying Blyott of any changes thereto.

Overdue Charges. If any invoiced amount is not received by Blyott by the due date, then without limiting Blyott’s other rights or remedies those charges may accrue late interest as stipulated by the applicable law.
If any charge owing by Customer is 30 (thirty) days or more overdue, and Customer does not dispute the invoice, Blyott may, without limiting its other rights and remedies, suspend Products and request return of the Hardware until such amounts are paid in full.

10. IP RIGHTS

Unless expressly stated otherwise in these Terms, Products are made available on a limited access basis, and no ownership right is granted to the Customer hereunder. Blyott and its licensors reserve all right, title and interest, including all intellectual property rights, in and to Products, including all of their related intellectual property rights.

Feedback. Customer grants to Blyott and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, distribute, disclose, and make and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Users relating to Products and Additional Services (the “Feedback”). Feedback shall not be considered Confidential Information and can be used by Blyott and its Affiliates to independently use, develop, evaluate or market Products or Hardware.

11. CONFIDENTIALITY

All information, including but not limited to code, inventions, know-how, business and marketing plans, technical and financial information, terms of the Order Forms and other contractual documentation between the parties, and in case of Blyott any technology and Products’ performance information, disclosed to one party (“Receiving Party”) by the other party ("Disclosing Party") orally or in writing, constitute the “Confidential Information.” Confidential Information shall be designated as such at the time of disclosure or should be reasonably understood to be confidential due to the nature and the circumstances of disclosure thereof. Confidential Information includes Customer Data.

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Confidential Information does not include any information that (i) is or has become generally known to the public through no fault of the Receiving Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party through no fault of the Receiving Party, (iii) is rightfully received by the Receiving Party from a third party without any breach of confidentiality obligations, or (iv) was independently developed by the Receiving Party.

Each party retains all ownership rights in and to its corresponding Confidential Information. The Receiving Party will use the same degree of reasonable care that it uses to protect the confidentiality of its own ConfidentialInformation and except as explicitly authorized by the Disclosing Party shall (i) not disclose any ConfidentialInformation to third parties, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, and (iii) limit access to Confidential Information of the Disclosing Party to its Affiliates, employees, contractors, agents, advisors, accounts and other representatives having legitimate need to know basis or to the extent necessary for the Receiving Party to perform its obligations under these Terms, provided they all are bound to confidentiality obligations no less protective than as provided for herein.

Additionally, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent possible and legally permitted).

Disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore the Disclosing Party will be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.

12. WARRANTIES AND DISCLAIMER

Each party represents and warrants that it has the legal power and authority to enter into these Terms.

Blyott’s warranty for Products. Blyott warrants to use commercially reasonable efforts to prevent introduction of viruses, Trojan horses or similar harmful materials into the Products (the “Performance Warranty”). Blyott will use commercially reasonable efforts to correct reported non-conformities with the Performance Warranty. If Blyott determines corrections to be impracticable, either party may terminate the Order Form for the correspondingProducts. Customer will then receive a refund for any prepaid fees for the remainder of the correspondingSubscription Term.

The Performance Warranty will not apply: (i) if the claim is made later than thirty (30) days of the date on which the non-conformity was first discovered, (ii) if the non-conformity was caused by misuse, unauthorized modifications or third-party products, software, services or equipment.

Customer’s warranty. When using the Products Customer and its Users must comply at all times with these Terms and all Laws. Customer represents and warrants that they have obtained all necessary rights, releases and permissions to submit all Customer Data to the Products and to grant the rights granted to Blyott in these Terms and that submission and use of the Customer Data will not violate any Laws, any third-party intellectual property, privacy, publicity or other rights.

WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

13. INDEMNIFICATION

Indemnification by Blyott. Blyott will defend Customer against any claim, demand, suit or proceeding made or brought against Customer by a third party alleging that any Products infringe such third party’s intellectual property rights (the “Claim Against Customer”), and will indemnify and hold Customer harmless against any damages and costs finally awarded on the Claim Against Customer by a court of competent jurisdiction or agreed to via settlement (including reasonable attorneys’ fees), provided Customer (a) promptly gives Blyott written notice of such Claim Against Customer, (b) gives Blyott sole control of the defence and settlement, and (c) gives Blyott all reasonable assistance. Blyott may in its discretion and at no cost to Customer (i) modify the Products so that they no longer infringe, (ii) procure the right for the Customer’s continued use of the Products, or (iii) terminateCustomer’s subscriptions for that Product and refund Customer any prepaid fees for the remainder of the corresponding Subscription Term.

The indemnification obligations do not apply if (a) the allegation does not state with sufficient detail what Products are the basis of the Claim Against Customer, (b) the Product is modified by any party other than Blyott, (c) theProduct is used in combination with any other product, software, service or hardware or otherwise in unauthorized manner; (5) the Claim Against Customer arises from the Customer’s breach of these Terms or Order Forms.

Indemnification by Customer. Customer will defend Blyott and its Affiliates against any claim, demand, suit or proceeding made or brought against Blyott by a third party arising from the Customer’s use of the Products orHardware in an unlawful manner or in breach of these Terms or Order Form (the “Claim Against Blyott”), and will indemnify and hold Blyott harmless from damages and costs finally awarded on the Claim by a court of competent jurisdiction or agreed to via settlement (including reasonable attorneys’ fees), provided Blyott (a) promptly givesCustomer written notice of the Claim Against Blyott, (b) gives Customer sole control of the defence and settlement, and (c) gives Customer all reasonable assistance. The indemnification obligations do not apply if a Claim Against Blyott arises from Blyott’s breach of these Terms or Order Forms.

This Section 11 (Indemnification) states the indemnifying party’s sole liability, and the indemnified party’s exclusive remedy for the claims as described herein.

14. LIABILITY

Limitation of Liability. In no event shall the aggregate liability of each party together with all its Affiliates arising out of or in connection with these Terms exceed the total amount by the Customer and its Affiliates hereunder for the Products giving rise to the liability in the twelve (12) months preceding the first incident out of which the liability arouses. This limitation shall apply whether an action is in contract or tort and regardless of the theory of liability but will not limit the Customer’s and its Affiliates’ payment obligations under Section 9 (Fees and Payment) herein.

No Indirect Damages. To the extent allowed by applicable Law, in no event shall either party or its Affiliates be liable for any lost profits, revenue, goodwill, indirect or special, incidental, consequential, business interruption or punitive damages, whether an action is in contract or tort and regardless of the theory of liability, even if the party have been advised of the possibility of such damages.

15. TERM AND TERMINATION

Term. These Terms commence as of the Effective Date and continue until all subscriptions hereunder have expired or been terminated. The term of each subscription shall be as specified in the corresponding Order Form.

Termination. Either party may terminate these Terms for cause (i) upon 30 days written notice to the other party of a material breach if such breach is uncured, or (ii) if the other party against which bankruptcy procedure is initiated or which ceases its operation without successor. In case of such termination by the Customer Blyott will refund any prepaid fees for the remainder of the term of the Order Forms after the effective date of termination. If this Agreement is terminated by Blyott the Customer will pay any unpaid fees covering the remainder of the term of all Order Forms prior the effective date of termination. In any case the Customer shall cease using and return allProducts and Hardware.

Survival. The following sections will survive any termination or expiration of these Terms: 4 (Customer’s Responsibilities and Usage Restrictions), 6 (Third Party Products), 9 (Fees and Payment), 10 (IP Rights), 11(Confidentiality), 12 (Warranty), 13 (Indemnification), 14 (Liability), 15 (Term and Termination), (Hardware specific terms) and 17 (General Provisions).

16. HARDWARE SPECIFIC TERMS

Blyott will sell the Hardware as specified in the corresponding Order Form under these Terms, and as specifically supplemented by the terms and conditions of this Section 16 (Hardware Specific Terms).

Maintenance. If the Hardware is not properly installed, does not operate as represented or warranted the manufacturer, or is unsatisfactory for any reason, Customer’s only remedy, if any, shall be against the manufacturer of the Hardware and not against Blyott.

WARRANTY DISCLAIMER. BLYOTT PROVIDES THE HARDWARE AS IS AND, NOT BEING THE MANUFACTURER OFTHE HARDWARE NOR THE MANUFACTURER’S AGENT, MAKES NO EXPRESS OR IMPLIED WARRANTY OF ANY

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KIND WHATSOEVER WITH RESPECT TO THE HARDWARE, INCLUDING, BUT NOT LIMITED TO, THE MERCHANTABILITY OF THE HARDWARE OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, THE DESIGN OR CONDITION OF THE HARDWARE, THE QUALITY COMPLIANCE, THE WORKMANSHIP IN THE HARDWARE, COMPLIANCE OF THE HARDWARE WITH THE REQUIREMENT OF APPLICABLE LAW.

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17. GENERAL PROVISIONS

Governing law and dispute resolution. These Terms shall be governed by and construed in accordance with the applicable laws of the Netherlands, without regard to its conflicts of law rules. Each party irrevocably agrees that any dispute arising out of or in connection with these Terms must be brought to the competent courts ofAmsterdam, The Netherlands.

Anti-corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or anything of value from an employee, agent or representative of the other party in connection with these Terms.

Notices. Any notice under these Terms must be given in writing (including through email or by means of in-product notifications) at the addresses as specified on an Order Form.

Force majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under these Terms if the delay or failure is due to events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services.

Assignment. Neither party may assign any of its rights or obligations under these Terms without the other party’s prior written consent, except for assignment of these Terms and then existing Order Forms in their entirety to a party’s Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all its assets.

Entire agreement and order of precedence, amendments. These Terms constitute the entire agreement between the Customer and Blyott relating the Products and Hardware and supersedes all prior written and oral communications, proposals and representations. In the event of any conflict or inconsistency between theseTerms and Order Form the latter shall precede. The parties hereby agree that any terms and conditions in Customer’s purchase order or order documentation is void.

Any amendments to these Terms must be in writing and signed by each party’s authorized representatives(including by means of electronic signature).

Relationships of the parties. The parties are independent contractors and nothing in these Terms shall be interpreted as constituting a partnership or other form of legal association.

Publicity. The parties hereby agree that Blyott may identify the Customer as a Blyott’s customer in the promotional materials and on the website, unless the Customer requests otherwise in writing.