BROMMA DIGITAL SERVICE TERMS AND CONDITIONS

These Bromma Digital Service Terms and Conditions shall govern the access to and use of Bromma Digital Service by the Customer and its Users.

These Bromma Digital Service Terms and Conditions shall apply as a supplement to and shall form an integral part of any written agreement. In case of any discrepancies between any written agreement and these Bromma Digital Service Terms and Conditions, these Bromma Digital Service Terms and Conditions shall control with respect to the Bromma Digital Service and the Customer’s and its Users’ access to and use of the Bromma Digital Service.

THE INDIVIDUAL ACCEPTING THIS AGREEMENT, REGISTERING THE CUSTOMER’S ACCOUNT AND/OR ACTIVATING A SUBSCRIPTION TO THE DIGITAL SERVICE HEREBY EXPRESSLY: (A) ACKNOWLEDGES HAVING READ AND UNDERSTOOD THIS AGREEMENT; AND (B) ACCEPTS THIS AGREEMENT ON BEHALF OF THE CUSTOMER AND AGREES THAT SUCH INDIVIDUAL AND THE CUSTOMER ARE LEGALLY BOUND BY ITS TERMS. IF THE INDIVIDUAL ACCEPTING THESE BROMMA DIGITAL SERVICE TERMS AND CONDITIONS DOES NOT AGREE WITH THESE BROMMA DIGITAL SERVICE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THESE BROMMA DIGITAL SERVICE TERMS AND CONDITIONS AND MAY NOT USE THE DIGITAL SERVICE.

 

1 DEFINITIONS

“Affiliate” means any legal entity that is directly or indirectly owned or controlled by a Party or directly or indirectly owning or controlling a Party or under the same direct or indirect ownership or control as a Party for so long as such ownership or control lasts.

“Agreement” means these Bromma Digital Service Terms and Conditions or a written agreement executed between Bromma (or its designated dealer) and the Customer regarding the purchase of a subscription to the Digital Service from Bromma by the Customer, which incorporates these Bromma Digital Service Terms and Conditions.

“Bromma Content” means all information, content, and material, regardless of form, uploaded to or entered into the Digital Service by Bromma.

“Customer” means the legal person, whether an individual, corporate entity, or other legal entity, that is the party to a written agreement contracting to receive access to the Digital Service or, in the absence of a written agreement, the party registering an account for the Digital Service.

“Customer Content” means all information, content, and material, regardless of form, uploaded to or entered into the Digital Service by the Customer and its Users (such as company names, company representatives, usernames, addresses, telephones, and e-mail addresses).

“Data Protection Regulations” means the General Data Protection Regulation (Regulation (EU) 2016/679, “GDPR”) and the data protection laws under the applicable law applicable to the processing of personal data from time to time. 

“Intellectual Property Rights” means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, database rights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) registrations, applications, renewals, extensions, or reissues of any of the foregoing, in each case, in any jurisdiction throughout the world.

“Bromma” means the legal entity of Kalmar Corporation that has entered into a written agreement with the Customer regarding the purchase of a subscription to the Digital Service from Bromma or, in case no written agreement is executed, Kalmar Finland Oy as the service provider.

“Bromma Technology” means the computer software (including third-party software), computer code, modules, scripts, application programming interfaces, methodologies, templates, tools, algorithms, user interfaces, know-how, trade secrets, techniques, designs, inventions, third-party services and other tangible or intangible material, information and works of authorship underlying, made part of, or otherwise used to make available the Digital Service, and all updates, modifications, improvements, and derivative works of any of the same, together with all Intellectual Property Rights therein and thereto.

“Party” means either Kalmar or the Customer, and “Parties” means Kalmar and the Customer together.

“Digital Service” means Bromma Spreader Monitoring System and related features and functionalities made available to the Customer therein.

“Statistical Data” means information and data gathered through or derived from the operation of the Digital Service and/or connectivity device as further defined in Section 3.4. 

“User(s)” means each individual person authorized by the Customer to access and use the Digital Service on the Customer’s behalf with a registered user account for the Digital Service associated with the Customer’s account for the Digital Service. The Customer shall be solely and fully responsible and liable for the acts and omissions of its Users with respect to the Digital Service, and all acts of its Users shall be considered acts of the Customer for the purposes of this Agreement.

2 RIGHT TO USE AND ACCESS THE DIGITAL SERVICE

2.1 Grant of Right. Subject to the terms and conditions of this Agreement, Bromma hereby grants the Customer a non-transferable, non-exclusive, non-sublicensable limited right and license to allow its designated Users to access and use the Digital Service for the term of this Agreement. In case of renting the equipment related to the Digital Service, the Customer may, upon Bromma’s consent, grant the renter the right to access and use the Digital Service upon the terms and conditions of this Agreement, the Customer remaining responsible for any such use.

3 CONTENT OF THE DIGITAL SERVICE; CHANGES TO THE DIGITAL SERVICE; STATISTICAL DATA

3.1 Content of the Digital Service. As a part of the Digital Service, the Customer may receive recommendations for action from Bromma or its Affiliates, dealers, or service providers (for example, reminders or recommendations for upcoming repair and maintenance work, product or spare parts campaigns, etc.). The Customer acknowledges and agrees that such recommendations are informational only and do not represent legal or technical advice or instruction from Bromma. The Customer decides and is ultimately responsible for its actions and inactions in connection with its equipment, including, without limitation, whether any recommendations received through the Digital Service are followed, whether and when equipment is to be repaired, whether maintenance work is to be done, and otherwise whether any reminder or recommendation received through the Digital Service is acted upon. For the avoidance of doubt, no repair or maintenance work is included in this Agreement, which is always subject to a separate agreement.

3.2 Digital Service Improvement. Bromma is continuously striving to develop, improve and monitor the Digital Service. Accordingly, Bromma reserves the right to effect modifications to the content, design, operational method, technical specifications, systems, and other functions or features of the Digital Service which in Bromma’s reasonable opinion do not decrease the overall performance, usability, and functionality of the Digital Service, at any time without prior notice (together “Minor Changes”). In case Bromma anticipates implementing any changes that, at Bromma’s reasonable discretion, are not Minor Changes to the Digital Service, and if the change, at Bromma’s reasonable discretion, has a material adverse impact on the Customer’s ability to use the Digital Service in accordance with this Agreement, then Bromma shall notify the Customer about the change. If the change has a material adverse impact on the Customer’s ability to use the Digital Service in accordance with this Agreement and the Customer does not agree to the change, the Customer may, by providing Bromma (or the dealer, if this Agreement is between the Customer and the dealer) written notice within thirty (30) days after receiving notice of the change, terminate this Agreement effective at the end of the calendar month immediately following the calendar month in which the Customer provided such notice to Bromma (or the dealer, if this Agreement is between the Customer and the dealer).

3.3 Technical requirements for Bromma Spreader Monitoring System Digital Service. Use of the Bromma Spreader Monitoring System requires that the Customer’s equipment is fitted with a connectivity device, which is activated correctly. Such connectivity device is offered independently of this Agreement and may be offered pre-installed in the Customer’s equipment (in case of a new equipment purchase and subject to availability) or as a retrofit (through Bromma, its Affiliates or its authorized service partners or dealers). Any and all warranties and obligations, if any, related to the connectivity device are subject to Bromma’s standard warranty terms and conditions as set out in Bromma General Conditions of Sale available at https://backyard.bromma.com/shared-folder/653684259596e. The Customer acknowledges and agrees that the Customer’s and its Users’ access to and use of the Digital Service are dependent upon access to telecommunications and Internet services. The Customer shall be solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software required to access the Digital Service, including, without limitation, all costs, fees, expenses, and taxes of any kind related to the foregoing. Bromma shall not be responsible for any loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any such telecommunications or Internet services or any such hardware or software. Bromma shall not be responsible for the usability or compatibility of the hardware or software used by Users in connection with the Digital Service.

3.4 Statistical Data. During and following the term of this Agreement, Bromma shall have the right to gather and store equipment-related data including, but not limited to, information concerning efficiency, availability, downtime, operation, operating environment, movement, condition, logon, location and similar information (“Statistical Data”), and nothing herein shall be construed as prohibiting Bromma or its Affiliates from utilizing Statistical Data to optimize the Digital Service or any related equipment or services, or for Bromma’s or its Affiliates’ internal business and/or operating purposes, provided that Bromma does not share with any third party (other than Bromma’s Affiliates, dealers, subcontractors and service providers) Statistical Data so that it reveals the identity of the Customer or its Users, or the Customer’s confidential information. In case the Customer wishes to disable the access to Statistical Data and Bromma Digital Services, the disconnection of the remote diagnostic hardware shall be the Customer’s responsibility. Bromma does not associate the collected data with any specific operator, as it does not possess information identifying the operators.

4 CUSTOMER OBLIGATIONS

4.1 Customer’s Responsibility for User Accounts. The Customer shall access and use the Digital Service through its Users. The Customer shall be solely responsible for its Users’ activities in connection with the access and use of the Digital Service. The Customer shall inform all Users about their obligations under this Agreement and, in particular, about the conditions for accessing and using the Digital Service. The Customer shall be responsible for maintaining the security of its user accounts. The Customer agrees to keep all access credentials for each user account secure and confidential and not to allow any of its Users to provide their access credentials to anyone else. The Customer shall promptly notify Bromma (or its designated dealer) of any unauthorized access to any user account access credentials or upon becoming aware of any actual or attempted unauthorized access to the Digital Service in connection with any access credential of any of the Customer’s user accounts.

4.2 Creation and Rules for User Accounts. In order to access the Digital Service, the Customer (and/or its User(s)) needs to create an account and select a password and/or provide Bromma with certain limited personal information of the User(s), which may include User(s) and/or Customer names and e-mail addresses. The Customer agrees to supply Bromma with accurate, complete, and updated information. The following rules govern the creation and use of the account: (a) a single User shall not have more than one account at any given time and shall not create an account using a false identity or information or on behalf of someone else; (b) the User shall not sublicense, rent, lease, sell, trade, gift or otherwise transfer his/her account to anyone without Bromma’s written permission; any such transfer or attempted transfer is prohibited and void; (c) the User and the Customer shall not, under any circumstances, try to get login information or access an account belonging to another user or customers of the Digital Service; and (d) accounts are personal, and no shared accounts are permitted unless specifically approved by Bromma.

4.3 Restrictions on Use. The Customer may only use the Digital Service for its own lawful, internal business purposes. The Customer agrees that it shall not (nor permit any third parties, including any of its employees or Users) under any circumstances:

(a) use the Digital Service, intentionally or unintentionally, in connection with any violation of any applicable law or regulation, or do anything that promotes the violation of any applicable law or regulation;

(b) execute, assist, encourage, or contribute to any type of attack, including without limitation distribution of a virus, denial of service attacks upon the Digital Service, or other attempts to disrupt the Digital Service or any other person’s use or enjoyment of the Digital Service;

(c) try to gain unauthorized access to the Digital Service, accounts registered to others or to any computer or server used to offer or support the Digital Service or environment or networks connected to the Digital Service by any means other than the user interface provided by Bromma;

(d) use, facilitate, create, or maintain any unauthorized connection to the Digital Service, including, without limitation: (i) any connection to any unauthorized server that emulates or attempts to emulate any part of the Digital Service; or (ii) any connection using programs, tools, or software not expressly approved by Bromma;

(e) use any unauthorized third-party or other software that accesses, intercepts, “mines”, or otherwise collects information from or through the Digital Service or that is in transit from or to the Digital Service, including, without limitation, any software that reads areas of RAM or streams of network traffic used by the Digital Service to store information about the Digital Service. Bromma may, at its sole and absolute discretion, allow the use of certain third-party user interfaces;

(f) intercept, examine or otherwise observe any proprietary communications protocol used by a client, a server, or the Digital Service, whether through the use of a network analyzer, packet sniffer or any other tools;

(g) make any automated use of the Digital Service, or take any action that imposes or may impose (at Bromma’s sole discretion) an unreasonable or disproportionately large load on the Digital Service infrastructure; 

(h) interfere with or disrupt the integrity or performance of the Digital Service or any third-party data;

(i) create any derivative services or products based on the Digital Service;

(j) reverse engineer, reverse assemble, decompile, or otherwise attempt to derive source code from the software that runs the Digital Service or any part thereof (except to the extent that such restriction is not permitted under applicable law);

(k) resell, lease, provide access to, or make the Digital Service available to any unauthorized third parties, including, without limitation, competitors of Bromma;

(l) perform, or release the results of, benchmark tests or other comparisons of the Digital Service with other software, services, or materials; or

(m) remove, obscure or modify any copyright, trademark or other proprietary rights notices, marks, or labels contained on or within the Digital Service;

(n) falsify or delete any author attributions, legal notices, or other labels of the origin or source of the material. 

4.4 Unexpected or Inappropriate Use of the Digital Service. Should unexpected or inappropriate use of the Digital Service (e.g., extraordinary bandwidth usage; uploaded content that contains viruses, worms, spyware, or other malicious content; load tests, security scans, or penetration tests conducted without notice, etc.) result in denial of service with respect to the Digital Service, Bromma may disable the Digital Service and/or deny the Customer’s access to the Digital Service as necessary to remedy the problem. The Customer shall be responsible for its Users’ compliance with the terms and conditions of this Agreement and liable for its Users’ breach thereof. If the Customer is in breach of this Section 4, Bromma may suspend all access to the Digital Service, in addition to any other rights and remedies Bromma may have at law or in equity.

4.5 Ownership of the Equipment Related to the Digital Service. The Customer shall, as soon as possible, report to Bromma (or to its designated dealer): (a) the loss, return, or resale of any equipment (including information of the subsequent owner) that is subject to the Digital Service or if such equipment is completely written off or permanently taken out of service; and (b) any noticed faults, problems, or errors in the Digital Service. The Customer also agrees to inform the subsequent owner that the equipment is equipped with a connectivity device, which is connected to the Internet for data transmission purposes. The Customer shall indemnify, hold harmless, and defend Kalmar and its officers, directors, employees, agents, dealers, Affiliates, successors, and permitted assigns against any and all incurred losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, arising out of or related to any breach or non-fulfillment of this Section 4.5 by the Customer, its Users or personnel.

5 BROMMA OBLIGATIONS

5.1 Safeguards. In accordance with the terms and conditions of this Agreement, Bromma shall maintain appropriate safeguards for the protection of the Customer-specific data, including regular back-ups, security and incident response protocols, and application and infrastructure monitoring.

5.2 Digital Service Suspension or Restriction. Bromma shall make the Digital Service available on a non-exclusive basis to the Customer and its Users via the Internet. Bromma has the right to temporarily suspend the provisioning of the Digital Service where this is necessary for ensuring continuity of the Digital Service, including, without limitation, technical modifications, general installation, modifications or maintenance work of the technical environment, or where laws, orders, guidelines, or statements of the authorities require for such actions. Bromma further has the right to restrict traffic volume in the communication network, disconnect the connection, and take any other necessary action required to secure network traffic, data security, or availability. The provision of the Digital Service may also be subject to restrictions and inaccuracies that are beyond the control of Bromma, for which Bromma cannot be held liable. This applies, but is not limited to, the availability of mobile communication and network and internet access services provided by third parties. Other negative circumstances, such as network overload, may also impede the use of the Digital Service. Bromma endeavors to ensure that any such suspension or disruption does not continue for an unnecessarily long time and that the detriments resulting therefrom remain at a minimum. Where feasible, Bromma shall notify the Customer in writing about any such suspension or restriction as soon as reasonably possible. Said suspension or restriction is not considered to constitute a defect in the Digital Service, and the Customer is not entitled to any refunds or other compensation

6 PAYMENT: APPLICABLE ONLY FOR BROMMA SMS DIGITAL SERVICE

6.1 Fees and Payment Terms. The Customer shall pay Bromma (or its designated dealer) the fees for the Bromma SMS Digital Service agreed by the Parties (or the dealer and the Customer) in this Agreement. Unless otherwise agreed, the term of payment of all fees shall be thirty (30) days from the date of Bromma’s (or its designated dealer’s) invoice. Value-added tax (if any) shall be added to the fees pursuant to the legislation in force from time to time.

6.2 Taxes and Duties. All fees and prices are exclusive of any taxes, duties and other charges and levies of any nature whatsoever on the Bromma SMS Digital Service under the laws of the country of destination, which shall be paid directly by the Customer. In case Bromma (or its designated dealer) is obliged to pay or collect any such taxes, duties, charges, or levies, such amounts shall be paid by the Customer in addition to the fees.

6.3 Overdue Payments. As of the first date any fees owed by the Customer are overdue, Bromma may suspend the Customer’s access to the Digital Service until all overdue fees have been received. Any sum not paid by the Customer when due shall bear interest from the due date until paid at the rate of: (a) as indicated in this Agreement; (b) ten (10) percent of the outstanding balance per annum; or (c) the maximum rate permitted by law, whichever is less. Such late payment penalties shall be automatically due without prior notice.

6.4 Change in Fees. The fees may be reviewed by Bromma (or its designated dealer) once in every twelve (12) months. In the event that the fees are raised, the Customer may terminate this Agreement within one (1) month of receiving notification of the change (which may be in the form of an invoice), with effect from the date when the raise comes into force. In addition, Bromma (or its designated dealer) shall have the right to revise the fees in case additional equipment, new features, user accounts, configurations, add-ons or similar items are added to the Digital Service. Revised fees shall come into force from the date additional equipment, new features, user accounts, configurations, add-ons, or similar items are added to the Digital Service.

7 INTELLECTUAL PROPERTY RIGHTS

7.1 Bromma Intellectual Property Rights. The Digital Service, including all Bromma Technology and Bromma Content, is and shall remain solely the property of Bromma, its Affiliates, or the relevant third-party rights holder, as applicable. Except for the rights and licenses expressly granted herein, all rights in or to all of the foregoing are reserved by Bromma. Nothing in this Agreement shall be deemed to grant the Customer any right to receive a copy of the software underlying the Digital Service or any other Bromma Technology, in either object code or source code form. Bromma’s name and logo, and all Bromma product and services names, including the name of the Digital Service and any product or service associated with it, are trademarks of Bromma, its Affiliates or its licensors, and no right or license to use them is granted in this Agreement.

7.2 Customer Content and License to Bromma. All Customer Content shall remain the sole property of the Customer or its respective legal owner, as applicable. The Customer hereby grants Bromma and its Affiliates a royalty-free, worldwide, perpetual, non-exclusive license to use, copy, combine with other information, execute, host, store, process, reformat, and display the Customer Content for the purposes of enabling Bromma to provide (and develop) the Digital Service to the Customer and its Users hereunder, as well as for the purposes of developing and providing Bromma’s other products, services, and solutions and for sales, marketing, and other business and/or operational purposes as well as for regulatory, warranty, and contract compliance, and proactive maintenance and diagnostics during and after the term of this Agreement. Bromma may share the Customer Content with Bromma’s Affiliates, dealers, subcontractors, and service providers for the above-described purposes.

7.3 Suggestions. Bromma shall have a royalty-free, worldwide, perpetual license to use and incorporate into the Digital Service any suggestions, ideas, enhancement requests, feedback, recommendations, and other information provided by the Customer or its Users relating to the operation or content of the Digital Service.

8 CONFIDENTIALITY AND USE OF DATA

8.1 Confidentiality. Subject to Bromma’s right to use the Customer Content and Statistical Data as outlined elsewhere in this Agreement, the Parties undertake to keep confidential all such material and information received from the other Party that has been classified as confidential or that should be understood as such, and the Parties undertake not to use such material or information for any purpose other than for the purposes of this Agreement. Further, Bromma shall maintain administrative, physical, and technical safeguards for the protection of the security and integrity of the Customer’s confidential information. Those safeguards shall include, but shall not be limited to, measures for preventing access, use, modification or disclosure of confidential information by Bromma personnel except in order to (a) provide, develop and improve the Digital Service and prevent or address service or technical problems, or (b) as compelled by law or orders of the authorities.

8.2 Obligations upon Termination. With the exception of Bromma’s rights to use Customer Content and Statistical Data as outlined elsewhere in this Agreement, upon the termination of this Agreement or when a Party no longer requires the confidential information or material disclosed under this Agreement for the purposes of this Agreement then that Party shall immediately cease using the information or material received from the other Party and shall, at the other Party’s request, return or destroy the material in question (including any copies). Furthermore, each Party shall be entitled to retain copies, as required by law or orders of the authorities.

8.3 Survival. The rights and obligations set forth in this Section 8 shall survive any termination or expiration of this Agreement.

9 DATA PRIVACY AND PERSONAL INFORMATION

9.1 Definitions. For the purpose of this Section 9 the terms “processing”, “data subject”, “controller”, “processor” and “personal data” have the meanings given to them by the applicable Data Protection Regulations.

9.2 Registrations and Notifications. Bromma shall, and shall procure that its personnel (including its subcontractors’ personnel) who handle any personal data, obtain and maintain throughout the term of this Agreement all registrations and notifications that they are obliged to obtain and maintain pursuant to any Data Protection Regulations required from Bromma to provide the Digital Service.

9.3 Compliance with the Data Protection Regulations. Both Parties shall comply with their respective obligations under the Data Protection Regulations, where applicable.

9.4 Customer Content. In the course of the provision of the Digital Service, access to and use of the Customer Content are required by Bromma as the provider of the Digital Service. This data may refer to the Customer as well as, from the Customer’s perspective, to the respective operator of the equipment. If and to the extent the Customer Content used in the Digital Service includes any personal data, the Customer is the data controller. Bromma shall process such personal data on behalf of the Customer for the purpose of providing the Digital Service, and thus be considered a data processor in regard to such personal data.

9.5 Customer Obligations. The Customer, as a data controller, shall:

(a) to the extent deemed necessary by the Customer, give Bromma documented instructions on the processing of personal data, which instructions shall comply with the Data Protection Regulations;

(b) have the right and obligation to specify the purpose of the processing of personal data;

(c) represent that all the data subjects of the personal data have been provided with notices and information, as required by the Data Protection Regulations, to allow Bromma to perform the processing contemplated hereunder;

(d) represent that if the Customer represents its Affiliates or third parties under this Agreement, it has the legal grounds to enter into this Agreement with Bromma and allow Bromma to process the personal data according to the terms of this Agreement; and

(e) confirm that; (i) the processing stipulated under this Agreement meets the Customer’s requirements including, but not limited to, with regard to intended security measures; and (ii) it has provided Bromma with sufficient information in order for Bromma to perform the processing in compliance with the Data Protection Regulations.

9.6 Bromma Obligations. When operating in the capacity of a data processor, Bromma shall (and to the best of its ability shall ensure that any relevant sub-processor shall):

(a) process the Customer’s and its Users’ personal data in accordance with the Customer’s documented and reasonable written instructions as communicated by the Customer in advance;

(b) take appropriate technical and organizational measures to safeguard against unauthorized and unlawful processing of the personal data and against accidental loss, alteration, or destruction of, or damage to the personal data;

(c) assist the Customer in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR taking into account the nature of processing and the information available to Bromma;

(d) at the choice of the Customer, delete or return all the Customer’s and its Users’ personal data to the Customer after the end of the provision of services relating to processing, and delete existing copies unless European Union or Member State law requires the storage of the personal data; and

(e) make available to the Customer all information necessary to reasonably demonstrate compliance with the obligations of the Data Protection Regulations directly applicable to a data processor and contribute to audits, including inspections, conducted by the controller or another auditor mandated by the controller.

Bromma shall have the right to invoice any costs and expenses resulting from assisting the Customer under items 9.6 (a) and (c) to (e) above.

9.7 Subcontracting. The Customer consents to Bromma subcontracting the processing of the Customer’s personal data to sub-processors in accordance with this Agreement, provided that Bromma ensures that it has appropriate data protection provisions in place with each sub-processor to satisfy the requirements of the Data Protection Regulations. Bromma shall inform the controller of intended changes concerning the addition or replacement of other processors.

9.8 Standard Contractual Clauses. If the European Commission’s standard contractual clauses (“SCC”) for the transfer of personal data outside the European Union or European Economic Area have been entered into between the Customer and Bromma or relevant Bromma’s sub-processor, the Customer (or, if applicable, an authorized the Customer Affiliate): (a) consents to Bromma, or Bromma’s sub-processor, as applicable, subcontracting the processing of the Customer’s personal data in accordance with the terms of the SCC; and (b) acknowledges that this constitutes the prior written consent of the Customer (or the applicable authorized the Customer Affiliate) for the purpose of the SCC.

9.9 Personal Data. For the avoidance of doubt, Sections 9.4 to 9.7 shall apply only where Bromma operates in the role of a data processor and personal data is processed. Where possible and feasible, Bromma strives to render any Customer data anonymized and, thus, not personal data.

10 WARRANTIES

10.1 Customer Warranty. The Customer warrants that it:

(a) has the full power and authority to enter into this Agreement, grant the rights granted by it under this Agreement, and undertake the obligations it undertakes in this Agreement;

(b) owns, or otherwise has the right to control, the equipment covered under this Agreement and the Digital Service;

(c) shall use reasonable care and skill in complying with its obligations under this Agreement;

(d) is not subject to any US, EU, UK or other economic or trade sanctions or export controls, or located or established in a country that is subject to a US Government embargo, or that has been designated by the US Government as a “terrorist supporting” country; and

(e) is not listed on any EU, UK or US Government list of prohibited or restricted parties.

10.2 Bromma Warranty. Bromma warrants that it:

(a) has full power and authority to enter into this Agreement, grant the rights granted by it under this Agreement, and undertake the obligations it undertakes in this Agreement; and

(b) shall use reasonable care and skill in complying with its obligations under this Agreement.

WARRANTY DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT FOR THE LIMITED EXPRESS WARRANTIES SET FORTH IN THIS SECTION 10, THE DIGITAL SERVICE IS PROVIDED “AS-IS” AND BROMMA SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. BROMMA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. BROMMA MAKES NO WARRANTY OF ANY KIND THAT THE DIGITAL SERVICE WILL MEET THE CUSTOMER’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTIONS, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY PARTY’S SOFTWARE, SYSTEM, OR SERVICE, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

11 LIMITATIONS OF LIABILITIES

11.1 LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BROMMA’S AGGREGATE TOTAL LIABILITY TOWARDS THE CUSTOMER OR ITS USERS ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT EXCEED THE DIGITAL SERVICE’S CALCULATIVE MONTHLY FEE MULTIPLIED BY TWELVE (12).

11.2 EXCLUSION OF INDIRECT AND CONSEQUENTIAL DAMAGES.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BROMMA BE LIABLE UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR LOSS OF PRODUCTION, COST OF CAPITAL, LOSS OF ACTUAL OR ANTICIPATED PROFITS (INCLUDING LOSS OF PROFITS ON CONTRACTS), LOSS OF ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF BUSINESS OPPORTUNITIES,  LOSS OF DATA, LOSS OF REPUTATION OR DAMAGE TO GOODWILL, OR INCREASED EXPENSE OF USE OF THE EQUIPMENT OR PLANT, LOSS OF CONTRACTS, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LOSSES. FURTHERMORE, THE CUSTOMER ACKNOWLEDGES THAT THE CUSTOMER AND ITS USERS SHALL BEAR THE RISK OF COMMERCIAL REALIZATION OF THE DIGITAL SERVICE AND THE BENEFITS ACHIEVED FROM USING THE DIGITAL SERVICE AND THE CUSTOMER SHALL THEREFORE BEAR ALL RISKS FOR THE INFORMATION USED BY OR OBTAINED FROM THE DIGITAL SERVICE.

11.3 Exceptions. The limitations and exclusions of liability shall not apply to liability caused by, or arising from, willful misconduct or gross negligence, or death or personal injury. Some states or countries do not allow the exclusion of certain warranties or the limitations or exclusions of liability described above. Therefore, these limitations and exclusions may not apply to a Customer and its Users who reside in one of those states or countries, but otherwise, they are in effect to the maximum extent allowed by applicable laws.

12 EXPORT CONTROL

12.1 Export Control. The Digital Service, its content, and derivatives thereof may be subject to export laws and regulations of the European Union, United States and/or other jurisdictions restricting the access or use by: (a) any national or certain countries or groups against which the United States and/or European Union have instituted sanctions (including Iran, Cuba, North Korea, Syria, and Sudan); (b) Specially Designated Nationals; and (c) other proscribed persons who are listed on the Denied Parties list.¨

12.2 Customer Representation. The Customer represents that

(a) the Customer, its Users, or any person under the Customer’s registration attempting to access or use the Digital Service: (i) is not a national of any such sanctioned country or group or a Specially Designated National; (ii) is not named on any US Government Denied Parties list; (iii) has not been prohibited from participating in US and/or EU export transactions;

(b) such use is not restricted; and

(c) as an authorized user, the Customer has not disclosed or provided access to any such person for use under the Customer’s registration. The Customer shall be fully liable to the fullest extent of the law for any violations of this Section 12.

13 TERM AND TERMINATION

13.1 Term. Unless otherwise agreed between the Parties in writing, this Agreement shall enter into force on the date of signing or other form of acceptance of this Agreement and shall stay in force for a period of twelve (12) months and shall continue to remain in force for consecutive twelve (12) month periods unless terminated in accordance with this Section 13.

13.2 Termination. Either Party may terminate this Agreement with written notice to the other Party no later than one (1) month prior to the end of the then-current twelve (12) month period. The Customer acknowledges that Bromma is allowed, at its sole discretion and without the need to separately inform the Customer, to disconnect the Customer’s access and visibility to the connected equipment in the Digital Service in case Bromma is informed, or becomes aware, that the connected equipment is resold or otherwise transferred to another user.

13.3 Breach of Terms. Each Party may terminate this Agreement for cause with immediate effect if the other Party (a) essentially breaches the terms of this Agreement (which includes, without limitation, non-payment of the service fees by the Customer) and is not able to rectify the breach within thirty (30) days from the receipt of written notification thereof from the other Party or (b) is declared bankrupt or placed into liquidation or otherwise suspends its payments, except that suspension of payments or the Digital Service in case of a contested payment obligation or other disputes shall not entitle either Party to terminate for cause, as aforesaid.

13.4 Breach of Laws. Either Party shall have the right to terminate this Agreement at any time and with immediate effect by giving written notice to the other Party, provided that any (a) trade-, export-, import-, or embargo-related laws, regulations, sanctions, restrictions, or policies change; or (b) the other Party violates any international or local laws, regulations or conventions, including, but not limited to anti-money laundering, export control regulations, the US Foreign Corrupt Practices Act, the UK Bribery Act, or the Universal Declaration of Human Rights. Bromma may, at its sole discretion, terminate this Agreement if it determines that such a change or the Customer’s violation affects Bromma’s ability or permissibility to continue providing the Digital Service to the Customer or its Users.

13.5 Fees before Termination. The termination of this Agreement by either Party shall not affect Bromma’s (or its designated dealer’s) right to charge all fees and other payments for the Digital Service provided in accordance with the terms and conditions of this Agreement, which originated prior to the date of termination of the Agreement.

13.6 Customer-specific Data. To the extent not provided otherwise by applicable mandatory law, Bromma shall not be obliged to remove, erase, export or transfer any Customer-specific data unless otherwise agreed by the Parties against a separate fee.

14 LOCAL LAW REQUIREMENTS

14.1 Local Law Requirements: Germany. With respect to customers domiciled in Germany, Section 11 is replaced with the following:

LIMITATION OF LIABILITY FOR CUSTOMERS DOMICILED IN GERMANY

Unlimited Liability. The Parties shall be mutually liable without limitation: (a) in the event of willful misconduct or gross negligence; (b) within the scope of a guarantee taken over by the respective Party; (c) in the event that a defect is maliciously concealed; (d) in case of an injury to life, body, or health; and (e) according to the German Product Liability Act.

Liability for Breach of Cardinal Duties. If cardinal duties are infringed due to slight negligence and if, as a consequence, the achievement of the objective of this Agreement is endangered, or in the case of a slightly negligent failure to comply with duties, the very discharge of which is an essential prerequisite for the proper performance of this Agreement, the Parties’ liability shall be limited to foreseeable damage typical for the contract. In all other respects, any liability for damage caused by slight negligence shall be excluded.

Liability Cap. Unless the Parties are liable in accordance with “Unlimited Liability” Section above, in no event shall the aggregate liability of each Party together with all of its Affiliates arising out of or related to this Agreement exceed the total amount paid by the Customer hereunder for the Digital Service giving rise to the liability in the twelve (12) months preceding the first incident out of which the liability arose. The foregoing limitation shall not limit the Customer’s payment obligations hereunder.

Scope. With the exception of liability in accordance with the “Unlimited Liability” Section above, the above limitations of liability shall apply to all claims for damages, irrespective of the legal basis, including claims for tort damages. The above limitations of liability also apply in the case of claims for a Party’s damages against the respective other Party’s employees, agents, or bodies..

15 TRIAL AND BETA DIGITAL SERVICE

15.1 Trial. In case the Parties have agreed on a trial period during which Bromma may make the Digital Service available to the Customer free of charge, then the availability of the Digital Service may be terminated at any time by Bromma. During the trial period, the Digital Service is provided “as is” without any warranties. The Customer shall at any point during the agreed trial period be entitled to terminate this Agreement for convenience.

15.2 Beta Digital Service. The Customer acknowledges that Bromma may, at its sole discretion, offer or make available beta versions of the Digital Service or parts thereof. Such beta versions may contain, among other things, additional features, changes in existing features or service components, extensions or any other changes in the Digital Service (“Beta Service”). Despite anything to the contrary in this Agreement: (a) the Customer may choose to use the Beta Digital Service at its sole discretion; (b) the Beta Digital Service may not be supported and may be changed at any time without notice; (c) the Beta Digital Service may not be as reliable or available as the Digital Service; (d) the Beta Digital Service has not been subjected to the same security measures and auditing to which the Digital Service has been subjected; and (e) THE CUSTOMER SHALL USE THE BETA DIGITAL SERVICE AT ITS OWN RISK, AND BROMMA SHALL HAVE NO LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE BETA DIGITAL SERVICE.

16 APPLICABLE LAW AND SETTLEMENT OF DISPUTE

16.1 Applicable Law. In case the Parties have the same domicile, this Agreement shall be governed by and concluded in accordance with the laws of that country. In other cases and unless otherwise agreed, this Agreement shall be governed by the laws of Singapore, excluding its choice of law provisions.

16.2 Settlement of Dispute. All disputes arising out of the interpretation of or in connection with this Agreement shall be attempted to be settled by negotiation. If the Parties do not reach a consensus by way of negotiation, the dispute shall be finally settled in the English language under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said Rules. Place and seat of arbitration shall be the city of Bromma entity. Notwithstanding the foregoing, claims for non-payment of monetary charges may be resolved in the district court of the respondent’s place of domicile if the respondent does not contest its payment obligation.

17 GENERAL

17.1 Assignment. Neither Party is entitled to assign this Agreement without the other Party’s written consent. However, Bromma has the right to assign this Agreement to any of its Affiliates or in connection with a transfer of its business by notifying the Customer thereof in writing.

17.2 English Language. In case of discrepancies between the English and any translated versions of this Agreement, the English version(s) shall always prevail.

17.3 Notification. Any notification under this Agreement may be provided by Bromma at its discretion through the Digital Service and/or Digital Service website, and/or through its designated dealer. In case a notification is posted only through the Digital Service and/or Digital Service website (and not, for example, directly to the Customer via e-mail), the notification shall be deemed received by the Customer, at the latest, after thirty (30) calendar days from the posting of the notification by Bromma.

17.4 Severability. In the event of any conflict between applicable statutory law applicable to the Customer, and the terms and conditions of this Agreement, the applicable statutory law shall prevail. In case any provision or any part of a provision of this Agreement is held invalid or unenforceable, the validity of the remaining provisions of this Agreement shall not be affected thereby, and each remaining provision or part thereof shall be valid and enforceable to the fullest extent permitted by law. Where any provision or part thereof is held invalid or unenforceable, the Parties endeavor to negotiate in good faith to agree on a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

17.5 Waiver. Any failure of either Party to enforce, at any time or for any period of time, any of the provisions of this Agreement shall not be construed as a waiver of such provisions or of the right of the Party thereafter to enforce each and every such provision.

17.6 Force Majeure. Neither Party shall be liable for delays or damages resulting from an obstacle outside the sphere of influence of the Party or its subcontractors, that cannot reasonably have been taken into account by the Party at the time of concluding this Agreement, and the consequences of which the Party could not reasonably have been expected to avoid or overcome. A strike, lockout, boycott, or other industrial actions shall be regarded as constituting a force majeure event even when the Party itself constitutes its target or is a Party to it. The Party shall immediately notify the other Party both of the event of force majeure itself, as well as the cessation thereof.

17.7 Revision. Bromma may revise this Agreement from time to time, and the latest version shall always be posted on Bromma’s website or within the Digital Service. If a revision, at Bromma’s sole discretion, is material, Bromma shall notify the Customer (by, for example, sending an e-mail to the e-mail address associated with the applicable account). By continuing to access or use the Digital Service after the revisions become effective, the Customer agrees to be bound by the revised Agreement. If the Customer does not agree to the revised Agreement, the Customer may terminate the Digital Service within thirty (30) days of receiving notice of the change.

17.8 Entire Agreement. This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, communications, representations, and warranties, whether written or oral, with respect to such subject matter.

17.9 Relationship of the Parties. Bromma’s relationship with the Customer is that of an independent contractor, and neither Party is an agent or partner of the other. Neither Party shall have or represent to any third party that it has any authority to act on behalf of the other.

17.10 Third-Party Beneficiaries. This Agreement is intended for the sole and exclusive benefit of the Parties and is not intended to benefit any third party. Only the Parties to this Agreement may enforce it, provided, however, that an Affiliate of Bromma may (in addition to Bromma) enforce Bromma’s rights hereunder to the extent it owns, controls, or possesses relevant confidential information, Intellectual Property Rights or Bromma Technology.

17.11 Interpretation. The titles of the articles and sections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

17.12 Subcontractors. The Customer acknowledges and agrees that Bromma may perform its obligations through one or more subcontractors.