ONLINE CUSTOMER LICENSE AGREEMENT

SENSEON ONLINE CUSTOMER LICENCE AGREEMENT (UK)

This agreement is intended for use as the core product agreement for both direct and partner transactions. It governs access to and use of the SenseOn Software and should be read together with the applicable Order Form, the FIC Commercial Mechanics Schedule, the applicable Data Processing Addendum and, where relevant, either the Direct Customer Terms or the Partner Transactions Terms.

1. Parties

1. SenseOn Tech Ltd (company number 11032394) of 8 St. James’s Square, St James’s, London, England, SW1Y 4JU (SenseOn) and

2. the organisation that signs an Order Form referencing this OCLA, and/or creates an account for, accesses or uses the Software (Customer).

2. ACCEPTANCE AND CONTRACT STRUCTURE

1. The Customer accepts this OCLA by signing an Order Form that references it, clicking to accept it, or accessing or using the Software after being given a reasonable opportunity to review it.

2. The Customer Contract consists of this OCLA, the applicable Order Form, the FIC Commercial Mechanics Schedule (UK) if referenced or attached, the applicable Data Processing Addendum or privacy schedule, and any route-specific wrapper identified in the Order Form.

3. If there is a conflict between documents, the Order Form prevails only for the commercial variables it expressly states; the FIC Commercial Mechanics Schedule prevails for FIC metering and consumption mechanics; the data processing schedule prevails for Processing of Personal Data; any applicable wrapper prevails only for seller-of-record mechanics and SenseOn-delivered services; and for all other matters this OCLA prevails.

3. SELLER OF RECORD AND ROUTE TO MARKET

1. The Seller of Record is the entity identified in the applicable Order Form or other ordering document as the entity that invoices the Customer for the relevant Fees.

2. Where SenseOn is Seller of Record, direct commercial mechanics are governed by the Order Form and the Direct Customer Terms, if any.

3. Where a Partner is Seller of Record, the Customer’s commercial relationship with that Partner, including ordering, pricing, invoicing, payment terms, tax treatment, refunds and commercial credits, is governed by the Partner Contract, and SenseOn is not a party to that contract unless expressly stated otherwise.

4. Regardless of route to market, this OCLA governs the Customer’s access to and use of the Software and SenseOn’s core product obligations.

4. DEFINITIONS AND INTERPRETATION

1. In this OCLA, Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with a party;
   
   1. Authorised User means any individual permitted by the Customer to access or use the Software under the Customer’s account;
   2. Customer Data means all data, content, logs, telemetry and other information submitted to, collected by, or processed within the Software from the Customer’s systems or by Authorised Users;
   3. Data Protection Laws means all applicable laws and regulations relating to privacy or data protection, including where applicable the UK GDPR, the Data Protection Act 2018 and PECR;
   4. Documentation means the user guides and technical documentation made available by SenseOn;
   5. DPA means the applicable data processing addendum or schedule governing Processing of Personal Data where SenseOn acts as Processor;
   6. Fees means the fees and other amounts payable for the subscription and any SenseOn-delivered services under the Order Form or, where a Partner is Seller of Record, the Partner Contract;
   7. FIC or Flex Intelligence Credits means the unit used by SenseOn to measure and price certain usage of the Software;
   8. FIC Schedule means the SenseOn FIC Commercial Mechanics Schedule (UK) incorporated by reference or attachment into the Order Form or a Partner-to-Customer contract;
   9. Order Form means an ordering document that identifies the commercial variables for a subscription and incorporates this OCLA by reference;
   10. Partner means an authorised SenseOn partner, reseller, distributor, MSP or MSSP;
   11. Partner Contract means the separate agreement between the Customer and a Partner governing their commercial relationship;
   12. Seller of Record means the entity identified in the Order Form or other ordering document as invoicing the Customer for the relevant Fees;
   13. Software means SenseOn’s hosted threat detection and response platform and related software components, including sensors, agents, connectors, integrations and updates made available as part of the subscription;
   14. Subscription means the Customer’s right to access and use the Software for the applicable subscription term and scope; and
   15. Subscription Term means the duration stated in the applicable Order Form or, for PAYG subscriptions, the applicable rolling billing period until cancellation.

2. Headings do not affect interpretation. Including means including without limitation. References to writing include email.

5. LICENCE GRANT AND USE OF THE SOFTWARE

1. During the Subscription Term, SenseOn grants the Customer a non-exclusive, non-transferable, non-sublicensable right for Authorised Users to access and use the Software for the Customer’s internal business purposes in accordance with the Customer Contract and the Documentation.

2. The Customer may permit its Affiliates to use the Software only if they do so under the Customer’s account and control, and the Customer remains responsible for their compliance with the Customer Contract.

3. SenseOn may provide updates, enhancements, new releases, features or improvements to the Software from time to time. Some updates may be required for security, reliability, legal compliance or performance reasons.

6. TRIAL SUBSCRIPTIONS AND PROOFS OF VALUE (POV)

1. If SenseOn provides a free, trial, evaluation or proof-of-value subscription, the Customer may use the Software solely for evaluation purposes and not for production use unless SenseOn expressly agrees otherwise in writing.

2. To the maximum extent permitted by law, trial subscriptions are provided as is and SenseOn disclaims service levels, service credits, support obligations and indemnities in respect of trial subscriptions unless expressly stated otherwise in writing.

7. RESTRICTIONS AND ACCEPTABLE USE

1. The Customer must not, and must not allow any third party to, reverse engineer, decompile or disassemble the Software except to the extent permitted by law that cannot be excluded; copy, modify or create derivative works of the Software or Documentation except as expressly permitted; access or use the Software to build or support a competing product or service; interfere with the integrity or performance of the Software; or use the Software in breach of applicable laws.

2. If the Customer wishes to conduct security testing of the Software, it must first obtain SenseOn’s written approval and comply with SenseOn’s responsible disclosure requirements.

8. ACCOUNTS, ADMIN AND CUSTOMER RESPONSIBILITIES

1. The Customer is responsible for maintaining the confidentiality of account credentials, assigning and managing admin roles and permissions, ensuring Authorised Users comply with the Customer Contract and promptly notifying SenseOn of any unauthorised access.

2. Cybersecurity is a shared responsibility. The Customer remains responsible for its own systems, configurations, access controls, user behaviour, third-party tools and backups.

9. CUSTOMER DATA AND DATA RIGHTS

1. As between the parties, the Customer retains all right, title and interest in and to Customer Data.

2. The Customer grants SenseOn and its subcontractors a limited, non-exclusive licence to host, process, transmit and otherwise use Customer Data solely to provide, secure, support and improve the Software and any SenseOn-delivered services, to prevent fraud and abuse, and to comply with applicable law.

3. SenseOn may generate and use aggregated and de-identified telemetry, analytics and service data for security operations, service improvement, benchmarking and product development, provided such data does not identify the Customer or any individual.

10. DATA PROTECTION

1. Each party will comply with its respective obligations under applicable Data Protection Laws. Where SenseOn Processes Personal Data on behalf of the Customer as Processor, the data processing terms set out in the applicable Data Processing Addendum or schedule form part of the Customer Contract.

2. If there is a conflict between this OCLA and the applicable data processing schedule in relation to Processing of Personal Data, the data processing schedule prevails to that extent.

11. SERVICE LEVELS, SUPPORT AND SENSEON-DELIVERED SERVICES

1. Any SenseOn-delivered services, support arrangements, service levels and service credits are governed by the applicable wrapper and/or Schedule 1 referenced in the Order Form. Unless expressly stated otherwise, service credits are the Customer’s sole and exclusive remedy for service level failure.

12. WARRANTIES AND DISCLAIMERS

1. SenseOn warrants that it will provide the Software with reasonable skill and care and substantially in accordance with the Documentation when used in accordance with the Customer Contract. Any SenseOn-delivered services are warranted only to the extent set out in the applicable wrapper or Schedule 1.

2. Except as expressly stated in the Customer Contract, SenseOn excludes all other warranties to the maximum extent permitted by law. The Customer acknowledges that no cybersecurity product or service can guarantee prevention of all threats, incidents or unauthorised access.

13. INTELLECTUAL PROPERTY AND INFRINGEMENT INDEMNITY

1. SenseOn and its licensors retain all right, title and interest in and to the Software, Documentation and all related intellectual property rights. No rights are granted except as expressly stated in the Customer Contract.

2. Subject to the remaining provisions of this clause, SenseOn shall indemnify the Customer against damages finally awarded by a court of competent jurisdiction, or sums paid in settlement approved by SenseOn, arising from a third-party claim that the Customer’s authorised use of the Software infringes that third party’s intellectual property rights.

3. SenseOn may, at its option and expense, procure for the Customer the right to continue using the affected item, modify or replace it so that it becomes non-infringing while remaining materially equivalent, or terminate the affected rights and refund a pro-rata portion of prepaid fees for the terminated portion.

4. The indemnity does not apply to the extent the claim arises from use outside the Customer Contract or Documentation, combination with items not supplied or approved by SenseOn, modifications not made by SenseOn, failure to use a provided non-infringing workaround or update, or Customer Data or materials supplied by the Customer.

5. The Customer shall indemnify SenseOn against losses, claims, damages and reasonable legal fees arising from the Customer’s or any Authorised User’s misuse of the Software or services, unlawful instructions, breach of applicable law, or claims that Customer Data or customer-supplied materials infringe third-party rights.

14. FEES, TAXES AND PAYMENT PRINCIPLES

1. Fees are set out in the applicable Order Form or, where a Partner is Seller of Record, the applicable Partner Contract. Fees are exclusive of VAT and any similar taxes unless expressly stated otherwise.

2. Where SenseOn is Seller of Record, payment timing, invoicing mechanics and any late-payment remedies are governed by the Order Form and the Direct Customer Terms. Where a Partner is Seller of Record, invoicing and payment mechanics are governed by the Partner Contract and the Partner Transactions Terms.

15. TERM, SUSPENSION AND TERMINATION

1. This OCLA starts on the earlier of the effective date of the applicable Order Form and the date the Customer first accesses or uses the Software, and continues for the Subscription Term unless terminated earlier in accordance with the Customer Contract.

2. SenseOn may suspend access to the Software to the extent reasonably necessary for security, legal compliance, non-payment where SenseOn is Seller of Record, material misuse, or to prevent harm to the Software or other customers, provided that where practicable SenseOn will give reasonable notice and an opportunity to remedy.

3. Either party may terminate for material breach not remedied within thirty (30) days after notice, for insolvency events affecting the other party, or as otherwise expressly stated in the Customer Contract. On termination or expiry, the Customer’s right to use the Software ends and any post-termination data return or deletion steps are governed by the applicable data processing schedule and SenseOn’s standard processes.

16. LIMITATION OF LIABILITY

1. Nothing in the Customer Contract limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be limited or excluded.

2. Subject to the previous paragraph, neither party is liable for indirect or consequential loss, or for loss of profit, revenue, business, contracts, goodwill or anticipated savings, except that this exclusion does not limit liability for amounts expressly payable under an indemnity or for fees due and payable.

3. Subject to the previous paragraphs, each party’s aggregate liability arising under or in connection with the Customer Contract is limited to the fees paid or payable for the affected subscription and any affected SenseOn-delivered services during the twelve (12) months preceding the event giving rise to the claim, provided that where a wrapper states a more specific cap for SenseOn-delivered services, that service-specific cap applies to claims arising solely from those services.

17. CONFIDENTIALITY

1. Each party shall keep confidential all confidential information of the other party disclosed in connection with the Customer Contract and shall use it only for the purposes of performing or receiving the benefit of the Customer Contract. This does not apply to information that is or becomes public through no breach, was already lawfully known, is received lawfully from a third party, or is independently developed.

2. Either party may disclose confidential information where required by law, a competent regulator or court, provided that where legally permitted it gives prior notice to the other party.

18. GENERAL

1. No failure or delay by either party to exercise any right or remedy shall constitute a waiver. Neither party may assign the Customer Contract without the other party’s prior written consent, except to an Affiliate or in connection with a merger, reorganisation or sale of substantially all of its business or assets, provided the assignee is not a competitor of the other party and agrees to be bound by the Customer Contract.

2. The Customer Contract constitutes the entire agreement between the parties in relation to its subject matter and supersedes prior discussions, proposals and agreements relating to that subject matter. Nothing in the Customer Contract limits liability for fraud or fraudulent misrepresentation.

19. GOVERNING LAW

1. The Customer Contract and any dispute or claim arising out of or in connection with it are governed by the laws of England and Wales and the courts of England and Wales have exclusive jurisdiction.

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