Master Subscription Agreement 2022

LAST REVIEWED AND UPDATED JUNE 16, 2022

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

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

1. GRANT AND USE

1.1 License grant to Subscription Items

Cognite, as licensor, hereby grants to the Customer on the terms and conditions set out in the Subscription Agreement a non-exclusive, payable, non-sublicensable, non-transferrable license to use  the Subscription Items during the Term.

1.2 Restrictions

The Customer's use of the Subscription Items shall be restricted to:

1. the Customer's Normal Business Activities in the Territory; and
2. the Customer's own use only, which for the sake of clarity shall not include access or use by any other than the legal entity identified as the Customer, except for its service providers’ access and use on the terms herein and solely for their provision of services to the Customer. Customer remains liable for its service providers’ acts and omissions as for its own.

The Customer shall not, directly or indirectly, sublicense or transfer the rights granted to it under the MSA.

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

The Customer shall not itself and shall not permit any others to:

1. modify, alter, adapt, translate, reverse-engineer, decompile, disassemble or attempt to discover the source code, underlying ideas, algorithms, file formats or internal APIs of CDF or any other Subscription Items, or any other Cognite Technology in any way; or
2. prepare any derivative works of the Subscription Items, or reproduce, distribute, sell, or resell CDF, other Subscription Items, or any other Cognite Technology in any manner or for any purpose.

The Customer shall not, directly or indirectly, use the Subscription Items or such information disclosed by Cognite, or gained by the Customer from the Subscription Items to design, specify, develop, integrate, market, license, distribute, train, learn, improve, or host any competing products or services to the Subscription Items, or disclose any such information to any third party.

1.3 Extractors

Cognite may make Extractors available for the Customer. The Customer shall be solely and fully responsible for testing, installation, operation, updates, and any other use or function of Extractors. Upon termination of the Subscription, the Customer shall delete the Extractors from its IT-infrastructure. Cognite shall not be liable for any Extractors.

1.4 Open source software and Cognite Development Accelerators

The Subscription Items may be based upon open source code or source code licensed from Cognite's third party licensors and subcontractors. Relevant open source licenses and third party licenses can be provided to Customer upon request.

Cognite may from time to time make available certain application development tools and software development kits, jointly referred to as Cognite Development Accelerators. These shall be referred to on: https://docs.cognite.com/dev/ (or on other webpage/s Cognite may publish and make available to the Customer). Cognite shall not be liable for any Cognite Development Accelerators.

2. ACCEPTABLE USE

The Customer shall be responsible for its conduct, Customer Data, and communications with others while using the Subscription Items. The Customer shall comply with the following requirements when using the Subscription Items:

1. The Customer shall use the Subscription Items in compliance with, and only as permitted by, Applicable Laws, and shall under no circumstances use the Subscription Items to violate human rights law.
2. The Customer shall not misuse the Subscription Items by interfering with their normal use, or attempting to access them using a method other than through the interfaces and instructions that are provided to the Customer.
3. The Customer shall not circumvent or attempt to circumvent any limitations that Cognite imposes on the Customer's account.
4. Unless authorized by Cognite in writing, the Customer shall not probe, scan, or test the vulnerability of CDF or any other Subscription Items or system, network, or component used for providing the Subscription Items.
5. The Customer shall not engage in abusive usage of the Subscription Items, which involves improper or illegal use that may cause harm to the Subscription Items or third parties. The Customer shall not engage in usage in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability or functionality of the Subscription Items for other users. Cognite shall endeavour to notify the Customer of any said abusive or excessive usage to provide the Customer with an opportunity to reduce such usage to a level acceptable to Cognite.
6. Should the Customer's Subscription Items run on Google Cloud Platform or Microsoft Azure, use of the Subscription Items shall at all times be subject to the most current Google Cloud Platform Acceptable Use Policy (available here) or most current Microsoft Terms of Use (available here), as applicable.

3. ACCOUNT MANAGEMENT

As part of receiving the Subscription Items, the Customer shall have access to an admin console (the "Cognite Console") and an account, which the Customer shall use to administer the Subscription Items.

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

4. FEES AND PAYMENT

4.1 Fees for the Subscription

The Customer shall pay to Cognite the fees for each Subscription Item in accordance with the pricing and payment terms agreed in the Subscription Order Form.

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

4.2 Partial billing cycles

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

4.3 Late payment interest

If the Customer fails to make any payment when due, then, without limiting Cognite’s remedies under Section 4.4 and Section 10, Cognite shall from the first day of delayed payment be entitled to interest on any overdue amount at 9,5% per annum in respect of such unpaid amount. Cognite shall not exercise its right under this Section 4.3 if the Customer is disputing the applicable payment obligation reasonably and in good faith and is cooperating diligently to resolve the dispute.

4.4 Payment default

If overdue fees, with the addition of late payment interest, have not been paid within sixty (60) calendar days of the due date, Cognite may send the Customer a written notice stating that the Subscription Agreement shall terminate as a result of the Customer's breach, unless settlement has taken place within sixty (60) calendar days of receipt of the notice.

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

5. CHANGES AND UPDATES

5.1 Changes to the Customer's Subscription

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

5.2 Modification to the Subscription Items

Cognite shall be entitled to make commercially reasonable changes to the Subscription Items from time to time. Such modifications may include introduction of new subcontractors.

Cognite shall announce if it intends to (i) discontinue, or (ii) make backward-incompatible changes to, the functionality of the Subscription Items, and such changes may be announced in the Cognite Console made available to the Customer or in the description of CDF that is maintained at https://docs.cognite.com/cdf/ (or on such other webpage as Cognite may notify to the Customer).

Cognite shall use commercially reasonable efforts to continue to operate the Subscription Items' functionality and features without these changes for at least twelve (12) months after that announcement, unless:

1. required by Applicable Laws; or
2. doing so creates a security risk.

5.3 Revising of fees

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

6. SUPPORT

Any agreed support shall be provided by Cognite to the Customer pursuant to the Cognite SaaS SLA (available at content.cognite.com/en/legal/cognite-saas-service-level-agreement-sla), as amended from time to time).

The Cognite SaaS SLA shall not apply to Extractors or Cognite Development Accelerators.

7. IPR, IMPROVEMENTS, AND CUSTOMER DATA

7.1 Ownership of the Subscription Items

Each of Cognite and its third-party licensors (which for the avoidance of doubt exclude the Customer) is and shall remain the sole and exclusive owner of all right, title, and interest in and to the Subscription Items and the Cognite Technology.

7.2 Background IPR

Each Party is and shall remain the sole and exclusive owner of all right, title, and interest in and to its own Background IPR and the Subscription Agreement does not affect such ownership. No rights to the other Party's Background IPR are acquired under the Subscription Agreement, unless expressly stated. For the avoidance of doubt and without limiting the generality of the foregoing, the Subscription Items and Improvements shall be considered Cognite's Background IPR. This shall not alter the fact that such Background IPR is licensed by Cognite K.K or Cognite LLC from Cognite AS, and that the ultimate owner of such Background IPR is Cognite AS or its third-party licensors.

7.3 Improvements

Cognite shall be, and shall remain, the sole and exclusive owner of all Improvements and any and all IPR related thereto. Cognite shall have the right to use and commercialize any Improvements at its discretion without any restrictions whatsoever.

7.4 Retained ownership to Customer Data

The Customer shall, except if otherwise agreed, retain ownership to Customer Data.

Cognite shall not use Customer Data for any purpose other than as necessary for the performance of the Subscription Agreement or as otherwise explicitly permitted herein, and Cognite shall, upon the expiration or termination of the Subscription and upon the Customer’s request, delete or destroy all copies of Customer Data stored on any computer or other device or which are otherwise in Cognite’s possession or control, except to the extent Cognite is required to retain such Customer Data by Applicable Laws.

7.5 Handling Customer Data

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

Cognite shall, upon the Customer's request, at any time during the Term, make commercially reasonable efforts to make all Customer Data available to the Customer in a format reasonably requested by the Customer.

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

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

7.6 Limited license to use Customer Data

In order for Cognite to continue the development of CDF, Applications, and other new software technologies, the Customer hereby grants to Cognite a fully paid, royalty-free, sublicensable license to use Customer Data, for the duration of the Term. Cognite shall only use Customer Data for the purpose set out in this Section 7.6, and not use any Customer Data for any other purpose, or compromise the confidentiality of the Customer Data.

If applicable, the Customer shall provide any required consents or license from its own customers, in order for Cognite to use the license for the purpose set herein.

7.7 Personal data

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

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

7.8 Backup

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

8. CONFIDENTIALITY 

All Confidential Information exchanged or otherwise transferred between Cognite and the Customer shall be treated as confidential and shall not be disclosed by the receiving Party to any third party, or used by the receiving Party for any other purpose than for which it is disclosed or as otherwise agreed in the Subscription Agreement, without the written consent of the disclosing Party, unless such Confidential Information:

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

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

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

The receiving Party shall duly handle and protect the Confidential Information from unauthorized disclosure using at least a commercially reasonable degree of care.

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

9. WARRANTIES, INDEMNIFICATION, AND LIMITATION OF LIABILITY 

9.1 Warranties

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

In the event of breach of warranty, Cognite shall re-perform the Subscription Items, and if Cognite again fails to re-perform the Subscription Items in line with the Subscription Agreement, the Customer may terminate the Subscription Agreement, but only if the breach is material, and only in accordance with the procedure in Section 10.

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

9.2 General indemnity

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

9.3 IPR indemnification

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

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

Cognite shall apply its best efforts to avoid and cure infringements without undue delay, by:

1. ensuring that the Customer is able to use the Subscription Items as before, without infringing any third party rights; or
2. replacing or changing the Subscription Items or providing corresponding Subscription Items that do not infringe any third party rights.

Until any infringement is resolved, Cognite shall be entitled to make the Subscription Items in question unavailable to the Customer.

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

9.4 Indemnification conduct

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

9.5 Limitation of liability

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

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

Without prejudice and in addition to what is provided in the Cognite SaaS SLA, the loss or corruption of any Customer Data and the consequences thereof shall be considered as an indirect loss.

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

The limitations set out in this Section 9.5 shall not apply in relation to a Party's breach of Section 1.2, Section 2, Section 8, Section 9.2 or in the case of gross negligence or wilful misconduct by the Senior Officers of Cognite or the Customer.

10. TERM AND TERMINATION

10.1 Term

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

10.2 Termination

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

10.3 Suspension and termination for breach

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

In case of a violation by Customer of Sections 1.2 or 2, Cognite may suspend Customer’s access to the Subscription Items if deemed necessary by Cognite to prevent or reduce harm to the Subscription Items or third parties. If the material breach from the Customer is not possible to remedy, Cognite may terminate the license grant set out in Section 1 with immediate effect. For the avoidance of doubt, any termination or suspension of the license grant by Cognite as set out in the Subscription Agreement, is without liability to Cognite, and such termination/suspension does not release the Customer from any payment obligation, nor does it entitle the Customer to any refund.

10.4 Termination for insolvency

A Party is entitled to terminate the Subscription Agreement by written notice to the other Party if.

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

10.5 Effect of termination

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

11. COMPLIANCE WITH APPLICABLE LAWS

11.1 General

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

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

11.2 Export compliance

The Cognite Technology may be subject to export laws and regulations of the United States of America (“US or United States”) and other jurisdictions. Cognite and the Customer each represents that it is not included on any U.S. government denied-party list. The Customer shall not permit any user to access or use any Cognite Technology in a United States'-embargoed country or region or in violation of any United States export laws or regulations.

11.3 Health, security, environment, and anti-bribery

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

Without limiting the generality of this Section 11 and in recognition of the Applicable Laws relating to anti-bribery and corruption of any country in which Cognite delivers the Subscription Items, the Customer shall not for itself or anyone else, directly or indirectly:

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

12. COGNITE CONTRACTING ENTITY, NOTICES, GOVERNING LAW, AND DISPUTE RESOLUTION

12.1 Cognite contracting entity and notices

The Cognite entity entering into the Subscription Agreement, and the Customer contact details to which the Customer should direct notices under the Subscription Agreement, are set out in the Subscription Order Form.

12.2 Governing law

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

12.3 Dispute resolution

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

Disputes  or claims among the Parties that remain unresolved at the expiration of the period specified in Section 12.3 may be referred by either Party to and shall finally and exclusively be settled by arbitration.  The seat of arbitration shall follow the Cognite entity that entered into the Subscription Order Form with the Customer in accordance with the table below.  

The language of the arbitration shall be English. If the Cognite entity entering into this Subscription Agreement is Cognite K.K., the language of arbitration shall be Japanese. The arbitral proceedings and the arbitral award shall be kept strictly confidential. This confidentiality obligation shall cover all information disclosed in the course of such arbitral proceedings. This obligation to observe confidentiality shall continue ten (10) years after the termination of this Subscription Agreement, or ten (10) years after the case is finally settled by an arbitral award, whichever is the latest.

13. MISCELLANEOUS 

13.1 Assignment prohibition

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

13.2 Updates to the MSA

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

13.3 Subcontracting

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

13.4 Force majeure

If an extraordinary situation should arise which is outside the control of the Parties, and which makes it impossible for the Parties to fulfil its obligations under the Subscription Agreement (“Force Majeure”), the affected Party shall notify the other Party of this as soon as reasonably practicable. Force majeure shall include, but not be limited to, war, strike, lockout, riot, epidemic, pandemic, and natural catastrophes such as flood, earthquake, hurricane, volcanic eruption, and sandstorm. The obligations of the affected Party shall be suspended for as long as the Force Majeure prevails.

Each Party shall keep each other fully informed of actual and expected effects of any Force Majeure, of the steps taken to mitigate the effects of the Force Majeure, and its expected duration.

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

13.5 Entire agreement

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

14. STRUCTURE

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

1. The Subscription Order Form and any Amendment Order Form(s)   
2. The MSA

In case of conflict between the documents referred to above, the documents referred to in item a) shall prevail over those in item b), Amendment Order Form(s) shall prevail over the Subscription Order Form, and the Amendment Order Form with the latest effective date shall prevail over other, conflicting Amendment Order Form(s).

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

1. This Master Subscription Agreement   
2. The Cognite SaaS SLA
3. The Data Processing Agreement

In case of conflict between the documents referred to in items a)-c), the documents shall prevail in the order they are listed.

15. DEFINITIONS

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

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

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

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

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

"CDF" means Cognite Data Fusion, a software system made and implemented by or on behalf of Cognite, the core functionality of which is to collect, process, and store data and to make such data available for consumption. The term "CDF" shall include CDF API. A further description of CDF shall be maintained at https://docs.cognite.com/cdf/ (or on such other webpage Cognite may publish and make available to the Customer).

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

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

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

"Cognite Console" has the meaning set out in Section 3.

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

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

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

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

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

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

"Customer's Normal Business Activities" means all activities that are presently, or may reasonably become, part of the business of the Customer, excluding, for the avoidance of doubt, any commercialization (including resale and sublicensing) of any of the Subscription Items through licenses to third parties or otherwise.

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

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

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

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

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

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

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

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

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

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

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

"Territory" means the geographically restricted area set out in the Subscription Order Form.

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