The following Terms and Conditions (the “Terms”) shall apply to and form anintegral
part of all agreements entered into between Energy Control AS (“EC”) and the
purchaser (“Customer”) for any sale of hardware/equipment (“Products”) anddelivery
of services (“Services”) by EC to the Customer, unless and to the extent EC andthe
Customer explicitly agree otherwise in writing.

1. THE TERMS
EC is a company registered under the laws for Norway with the registeredbusiness
address of Rosenkrantz gaten 12, 5003 Berge, Norway providing the Products
and the Services. The Customer will procure the Products and the Serviceseither by
procurement online or by entering into an agreement with EC and by that, or by
taking the Products or Services into use, accepting these Terms.

Only a person having the authority to enter into an agreement on behalf of the
Customer shall agree to these Terms or in any other way make the Customer bound
by the Terms such as by taking the Products or Services in use. The Customers’standard or general terms and conditions are explicitly rejected and shall bedisregarded by EC, irrespective of whether such terms and conditions are
presented or referred to by the Customer. If the Customer has agreed forSubscription Services, the additional terms in the end of these Terms apply forsuch
services.

2. PRODUCTS AND SERVICES
2.1 The Products and the Services
EC is providing Services relating to the processing of various data recorded by
and/or transmitted (“Data”) via the Products. The Services include, but are notlimited
to:
Software for reporting and analysis which allows to transfer Data to a computer(the
“CRA Software”);reporting of data on computer or a mobile device (web or app)for
monitoring and analysis; andstorage of Data on servers hosted by EC or a thirdparty
(the “Cloud Services”).The Services are provided “as is” and may be amended or
modified by EC from time to time, without giving prior notice to the Customer.EC
may also, at any time and at its own discretion, discontinue to offer parts ofthe
Services without giving prior notice to the Customer. The Customer shall not be
entitled to claim any form of compensation, reimbursement, direct or indirectlosses
or damages from EC in case of discontinuation or termination of parts of the
Services if the substantial parts of the Services are being provided.
Automatic upgrades of the embedded software in the Products, of the Servicesand
in any related areas, such as mobile apps, are accepted and is a condition forusing
the Products and the Services.

The term “user” as used in these Terms, means any person or entity who accesses
or uses the Products or Services.
2.2 Right to use of the Services

The Customer is granted a non-exclusive,non-assignable, limited right to use the
Services provided by EC solely by the Customer itself or within the Customer’sown
business, subject to the terms and conditions set forth in this Agreement andto the
exclusion of any and all other rights. With regard to Intellectual PropertyRights, see
Section 9.

3. TERM AND TERMINATION
These Terms will apply as long as the Customer is entitled to use theServices. Upon
termination of the Services, either by notice or by termination due to defaulteither by
EC or the Customer (inclusive by ceasing to make payment for the Services), the
Terms will end, save for provisions which has a purpose exceeding the contractterm,
such as provisions with regard to confidentiality and intellectual propertyrights.
EC is entitled to terminate Customer’s use of the Services at any time if the
Customer is in material breach of their obligations under the provisions of theTerms
or any agreement with EC.

In the event of termination, regardless cause of termination, the Customer isentitled
to retrieve all of its Data for a period of 30 days after the effective date oftermination.
After this period, EC will only provide live sensor data with limitedfunctionality.
4. ORDERS, DELIVERY AND PAYMENT TERMS
If not the Services and Products are specified in separate agreement with EC,orders
are to be made on the web-page of EC or to be placed by a purchase order,stating
(i) the type and amount of units in the order, (ii) shipment address, (iii) the
VAT-number of Customer, if applicable, (iv) contact person with EC, (v) contact
person with the Customer and (vi) the Customer’s shipping agent and account
number. Purchase orders shall be sent by e-mail to tommy@energy-control.no,
clearly marking the contact person with EC. All orders shall be confirmed by anorder
confirmation from EC. An agreement for sale and purchase of Products isconcluded
and binding where there is an unconditional acceptance of 1) Customer’spurchase
order by EC or 2) EC’ quotation/offer by the Customer.
The Services will be available when the Customer has mounted and connected the
Products to the Services.

Products shall be delivered DDP in Norway & US and DAP to all othercountries as
designated by EC, unless otherwise agreed in writing. The risk and title to the
Products are transferred and passed to the Customer at the time of delivery.
Delivery dates communicated or acknowledged by EC are approximate only, unless
explicitly stated otherwise. EC shall use commercially reasonable efforts tomeet the
delivery dates communicated or acknowledged, on the condition that Customer
provides all necessary order and delivery information sufficiently prior tosuch
delivery date. However, EC shall neither be liable nor be in breach of itsobligations
for any delivery made within a reasonable time before or after the communicated
delivery date.

EC reserves the right to perform partial deliveries if such action would not
unreasonably affect the Customer. EC is under no circumstance responsible forany

consequential or indirect costs or losses whichare caused by delay in delivery or
non-delivery of Products.
The Products purchased and the Services to be provided and the remuneration for
the Services are specified upon the purchase of the Products and the Services.
Payment shall be made when purchasing the Products and the Services, either
online, by a reseller or by individual agreement with EC, if not otherwiseexplicitly
agreed in written with EC.

5. FORCE MAJEURE
EC shall not be liable for delayed or defective Products, or any other failureto meet
its obligations under these Terms and Conditions and/or the agreement enteredinto
with the Customer, provided that the event in question is due to an unforeseen
circumstance or cause beyond its reasonable control. This includes any strike,lock
out, labour dispute, act of God, inability to obtain labour, utilities orservices,
application of applicable laws, enemy or hostile actions, sabotage, war,blockades,
insurrections, riots, epidemics (including also matters reasonably attributableto the
SARS-CoV-2 epidemic or circumstances related thereto), washouts, nuclear and
radiation activity or fall-out, civil disturbances, explosions, fire or othercasualty, or
any other cause, whether similar to or dissimilar from the foregoing, providedthat it
is beyond the control of EC. EC shall promptly notify the Customer of theoccurrence
of any such event.

In the event of any such delay, defect or failure to fulfil an obligation,performance of
the affected obligation shall be suspended for a period of time equal to thetime of
such delay and for a reasonable time thereafter, unless the delay continues formore
than two (2) months, in which case EC may terminate the agreement in questionwith
immediate effect without incurring any liability.

6. LIMITED WARRANTY
6.1 Limited warranty for Products
EC warrants that the Products shall substantially conform to EC’ specificationsand
be free from defects in design, materials and workmanship under the normal useand
service for which the Products were designed for a period of twelve (12)months,
calculated from the date of delivery.

The warranty does not extend to any implied warranty or fitness for aparticular
purpose or use, irrespective of whether such purpose or use has been
communicated by Customer to EC or not.

EC shall, at its option and within reasonable time, either repair, replace orrefund
defective or non-conforming Products which, in EC’ opinion, are covered by the
warranty. The said remedies are exclusive, and Customer shall not be entitledto put
forth any other remedy or claim related to defective or non-conforming Productsat its
own initiative.

The warranty shall only apply to Products which have been paid for in full. The
warranty shall only be for the benefit for Customer only, and does not extendto third

parties. In order to exercise its warranty rights,Customer must notify EC in
accordance with the instructions described under section 7 below.

The limited warranty does not extend to Products damaged by reason ofalteration,
accident, abuse, neglect or misuse or improper or inadequate handling; improperor
inadequate wiring utilized or installed in connection with the Products;installation,
operation or use of the Products not made in strict accordance with thespecifications
and written instructions provided by EC; use of the Products for any purposeother
than those for which it was designed; ordinary wear and tear; disasters orForce
Majeure events; unauthorized attachments, alterations or modifications to the
Products; the misuse or failure of any item or equipment connected to theProducts
not supplied by EC; improper maintenance or repair of the Products; or anyother
reason or event not caused by EC.

The warranty constitutes the entire liability of EC towards Customer withregard to
defective or non-conforming Products, Customer shall not be entitled to pursueany
other claim or remedy related to defective or non-conforming Products otherwise
available under applicable law, including background legislation or statutesrelating
to sale of goods.

6.2 No representations, warranties or liability for the functionality or use ofthe
Services
EC does not make any representations or warranties in relation to thefunctionality or
use of the Services – neither express, implied, statutory or otherwise – includingbut
not limited to representations and warranties related to accuracy of data,
merchantability, fitness for a particular use and/or non-infringement ofintellectual
property rights.

7. NOTIFICATION OF CLAIM. OBTAINING WARRANTY SERVICE
Customer shall notify EC without undue delay after it has detected that theServices
or the Products are non-conforming or defective.
Customer shall contact EC’ customer service at by submitting a request here inorder
to obtain a returned material authorization (“RMA”).

Customer shall prepay and cover the costs of shipping for Products returned toEC
for warranty service, while EC will pay for return of Products to Customer.However,
Customer shall pay all shipping charges, duties and taxes for Products returnedto
EC from outside Norway.
EC does not accept returns for products which are not broken or delivered
incorrectly.

8. TRANSFER OF PRODUCT
If the Customer transfer a Product to a new owner, the Customer’s right touse the
Services with respect to that Product automatically terminates and the newowner
will have no right to use the Product or Services under the Customer’saccount(s) (as
described below) and will need to register for a separate account with EC andaccept
these Terms.

9. INTELLECTUAL PROPERTY RIGHTS
The sale and Purchase of Products or the Customer’s or any user’s access to and
use of the Services shall not imply any transfer or licensing of anyintellectual
property rights from EC unless otherwise is stipulated in these Terms.
The Customer shall comply with any applicable intellectual property rightsand/or
restrictions related to the Data and/or the Services, including proprietarycontent or
information which the Customer and any user may access through the Services. The
Customer is not entitled to use, copy, reproduce, modify, publish, distribute,license,
sell or otherwise exploit for any purpose any Data or other information relatedto the
Services which is not owned by, or originating from, the Customer itself.
EC owns the Services and neither the Customer nor any third party may modify,
transmit, transfer, sell, reproduce or create derivative works based on, orotherwise
exploit, any of the Services in any other manner than described in these Terms.

10. LIMITATION OF LIBILITY
EC shall not in any event have any liability towards the Customer, any user orany
third party related to the functionality or use of the Services, not even incase of
incorrect Data or malfunctioning Services.

EC shall in no event, irrespective of its conduct, be liable for any lostprofits or
savings, loss of reputation or goodwill, claims of third parties or anyindirect,
incidental, punitive, special or consequential damages, whether based on these
Terms, other contract, applicable law or otherwise, or for any other indirector
consequential losses, expenses or damages incurred by the Customer, any user or
any third party related to the functionality or use of the Services ordefective
Products. Under no circumstances shall EC assume any liability for any lossesof or
damages whatsoever to data stored by the Customer or its user's through the
Services. This includes, but is not limited to, losses and damages due tonetwork
and server crashes.

The Customer is liable for, and shall indemnify EC against, any and all claims
regarding breach of applicable law or regulation, or infringement of anythird-party
rights, in connection with the Customer’s and its user’s use of the Services.
EC’s liability for breaches of the Uptime Guarantee is limited to the accruedpenalties
as set forth in Section 5, which shall be the Customer’s sole and exclusiveremedy.
EC’ maximum and accumulated liability towards Customer related to EC’
performance, whether based on provisions in these Terms, applicable law, statutes,
tort law or otherwise, and irrespective of EC’ conduct, shall in any event belimited to
an amount equal to the remuneration for the Services paid by the Customer thelast
12 months.

11. SECURITY
EC undertakes to implement security procedures to protect the Services from
security attacks. Notwithstanding, EC does not warrant that the securityprocedures
are error-free or unbreachable, nor that transmissions of Customer’s or itsuser's

data is always secure, nor that unauthorized thirdparties will never be able to defeat
EC’s or EC’s third party provider's security.

The Customer is responsible for assessing and implementing adequate measures,
including but not limited to backup procedures, to ensure sufficient protectionof own
or user data and to be prepared to conduct their business without access to the
Services. Furthermore, the Customer is solely responsible for maintaining the
security of the Customer’s and its user's Service account, such as safekeepingof
passwords and usernames.

The Customer must ensure that no viruses or other computer programming that may
damage, detrimentally interfere with, surreptitiously intercept, or expropriateany
system or data, is transmitted to the Services. The Customer shall regularlymonitor
its adherence to this obligation and shall immediately notify EC in writing ifthere is
evidence or a significant risk that this obligation can no longer be met, inwhich case
the Customer must either cease processing or immediately take other reasonable
and appropriate steps to remediate such failure to provide adequate level of
protection.

12. PERSONAL DATA PROTECTION
The Customer is responsible for complying with all applicable privacy, datasecurity,
and data protection laws and rules when accessing or otherwise processingpersonal
data as defined in these regulations in connection with the use of theServices.
Furthermore, the Customer shall implement appropriate organizational andtechnical
measures to protect the personal information against loss, misuse, andunauthorized
access, disclosure, alteration and destruction. The Customer must notify EC
immediately of any factual or potential breach of these obligations.

For the processing of any personal data with regard to the Services where EC is
regarded as the Data Processor, the EC Data Processing Terms shall govern the
processing of personal data by EC on behalf of the Customer. For EC processingof
personal data as a Data Controller, EC privacy policy comply.

13. TRANSFER OR ASSIGNING OF CONTRACT OR SERVICES
EC is entitled to freely assign or subcontract the operation of theServices to a third
party, in which event EC shall remain liable for the performance of theServices by
such third party.

14. GOVERNING LAW AND DISPUTE RESOLUTION
These Terms shall be governed by Norwegian law inclusive with regard to the
validity, interpretation and enforcement of these Terms and of any contract ofwhich
these Terms are a part, unless otherwise agreed to.

Any dispute between EC and the Customer or any other user of the Services shall
be subject to the exclusive jurisdiction of the district court of Oslo (“Oslotingrett”).
Notwithstanding the foregoing, EC reserves the right to institute any legal
proceedings against the Customer in the jurisdiction of Customer’s place of
business, or in any other jurisdiction where harm to EC is occurring.

SPECIFIC TERMS FOR SUBSCRIPTION SERVICES

1. SUBSCRIPTION SERVICES AND SUBSCRIPTION TERMS
If EC and the Customer has entered into an agreement for providing theServices
continuously until terminated by either party after a period of time(“Subscription
Services”), the following Terms and Conditions for Subscription Services
(“Subscription Terms”) shall apply in addition to the above general Terms and
Condition.

In case of conflict between the Terms and the Subscription Terms, theSubscription
Terms shall prevail.
When agreeing to the Subscription Services, the Customer will receive theProducts
(as further specified in the agreement with EC or in the order given by theCustomer)
necessary to use the Services.

2. TERM
The minimum term for the Subscription Services is 12 months (the “InitialPeriod”).
The term for the Subscription Services is automatically renewed after theInitial
Period and will be automatically renewed for 12 months periods if notterminated by
either party within three months prior to renewal.
If the Services are discontinued, the Customer will have access to live sensordata
with limited functionality.

3. REMUNERATION AND PAYMENT TERMS
The Subscription Services shall be prepaid for the Initial Period (12 months)and
every 12 months period shall be paid in advance, if not EC has agreed to issue
invoice to the Customer. Online orders placed at the www.energy-control.no
webstore must be paid using credit card or PayPal. In case of previous payment
default or reasonable doubt regarding the solvency or credit standing of the
Customer, EC reserves the right to demand security or prepayment for any
outstanding delivery, or to declare immediate maturity of all outstandingclaims.
If payment is not made within 30 after due date according to invoice, EC isentitled to
terminate the Services. Payment is considered to be made on the day the payable
sum is received by EC. All payments shall be made to the agreed upon EC bank
account.

In the event that Customer does not fulfil its payment obligations to EC orgives
reason to believe that it will not fulfil any or part of their paymentobligations,
Customer shall upon the request by EC be obliged to return the Products not yet
paid for to EC, at Customer’s cost. Customer agrees to fully cooperate with ECin
order to enable EC or any representative authorized by EC to collect theProducts in
question.

All late payments accrue interest at the rate of nine and a half per cent(9.5%) per
annum or any higher statutory rate applicable, from the due date until paymenthas
been made in full. This shall not preclude any other rights and remedies EC may

have under applicable law in consideration to suchlate payments. If the Customer
later pays the outstanding payable amount including with interests on latepayment,
EC may reinstate access to the Services provided that the Data for the Customeris
still available according to Section 3 above.

All prices are based on delivery DAP/DDP (4) as designated by EC and are quoted
as net prices and do not include value added tax or any other potential taxesor
customs duties, which are to be paid additionally by the Customer in the amount
specified by applicable law.

4. EC API
EC grants the Customer a limited, non exclusive, non-sublicensable,
non-transferable license under intellectual property rights to use the ECapplication
programming interface (“EC API”) for the purpose of developing and implementing
customer specific software solutions, products and applications integratingwith
products and services.

Rate-limiting may be applied to traffic to avoid service disruption for otherAPI users.
Rate-limits are observable through the API, and the Customer should developtheir
own software with rate limit handling in mind. The Customer must not attempt to
exceed or circumvent limitations on access, calls and use of the EC API, or
otherwise use the EC API in a manner that exceeds reasonable request volume,
constitutes excessive or abusive usage, or otherwise fails to comply or is
inconsistent with any part of these Terms or the API Documentation.
EC may, in its sole discretion, set a quota on the Customer’s EC API usagebased
on, among other things, the total number of Things (ie. Sensors and HUBs) ofthe
accounts under management by the API access. Usage beyond these quotas may
be charged by EC to the billing account associated with the API access in
accordance with applicable price schedules.

The EC API is constantly evolving and will have irregular changes, including
backwards incompatible ones. API changes that break backwards compatibilitywill
be introduced as a new API version. New API versions will go through a betaperiod
of stabilisation and testing before being marked as final. During the betawindow the
version number will end in “.beta” to indicate that changes might still beapplied to
the API, and that it should not be used in a production setting.

EC will give notice to the Customer in due course before removing deprecatedAPI
versions. EC offers no guarantees but will make commercially reasonable effortsto
make APIs backwards compatible within major version releases. The replacement
version will be available and production ready at time of deprecation at thelatest.

5. UPTIME/AVAILABILITY
The following requirements with regard to availability for the Services(uptime) shall
apply with regard to Subscription Services: EC shall use commerciallyreasonable
efforts to ensure a minimum average uptime percentage for Services of 99.5%. By
“uptime” is construed the access to the Data in the Services in order topresent
reporting to the Customer or users. Any connection between Products, inclusiveany

underlying infrastructure, network or othernon-cloud related services, are not subject
to any requirements for uptime.
Average uptime percentage means aggregated minutes of uptime experienced in a
calendar month divided by the number of minutes in the relevant calendar month
(44,640 for January, March, May, July, August, October and December, 43,200 for
April, June, September and November and 40,320 or 41,760 (as relevant) for
February).

Penalties will accrue according to the table below under the circumstances thatthe
minimum average uptime is not met with. The Customer must notify EC in writing
within 30 days of experiencing the breach and must supply evidence of breach.
Penalties are credited on next billing. Average Uptime Percentage Claimable
Discount on the calculated monthly fee:

99.0% to < 99.5%: 10%95.0% to < 99.0%: 25%< 95.0%: 50%

The requirement for uptime does not apply under any of the currentcircumstances:
Agreed upon suspension of the Services.Planned maintenance by EC, provided
however that the Customer is given at least three (3) calendar days writtennotice. If
maintenance is required due to security concerns or upon instruction bycompetent
authorities, maintenance can be performed without prior notice beingserved.Latency
due to the Services being unreachable or not delivering data for a period oftwo (2)
consecutive minutes or less.Errors caused by factors outside the reasonablecontrol
of EC or EC’s subcontractors.Errors caused by Customer and/or third parties the
Customer is responsible for, including but not limited to the users of theServices.The
above does not comprise the availability of the Services due to battery in the
Products, and the Customer is responsible to replace batteries when notifiedand
due to the instructions given by the EC.

5. MARKETING
The Supplier shall, unless otherwise explicitly agreed, have the right
to use the Customer's name, logo, trademark as a reference for ongoing and
completed projects in the marketing the Supplier's products and services. Thiswould
typically include a reference to the Customer’s name on the Suppliers website,
presentations and other marketing materials . This does not include a right to
disclose information that is to be considered as confidential under existing
agreements between the Supplier or that otherwise could reasonably beconsidered
as adverse to the Customer’s interests, goodwill or reputation.