# END USER LICENSE AGREEMENT

This End User License Agreement (the "Agreement" or "EULA") is entered into between Helin Data BV, having its registered office at Patrijsweg 48, 2289 EX Rijswijk ("Helin"), and the legal entity acquiring, subscribing to, installing, accessing or using the Software ("End User"). This Agreement governs the End User's access to and use of the Software.

By purchasing, subscribing to, installing, activating, accessing or using the Software, the End User agrees to be bound by this Agreement. Any individual accepting this Agreement on behalf of a legal entity represents that such individual has authority to bind that entity. The Software is offered exclusively for business and professional use and is not intended for consumers.

## 1. Definitions

### 1.1 "Authorized User"

means an employee, contractor or other individual authorized by the End User to use the Software on the End User's behalf and for its internal business purposes.

### 1.2 "Documentation"

means any user, technical or other documentation relating to the Software made available by Vendor from time to time.

### 1.3 "End User Data"

means all data, information, content, records, queries, metrics, logs, Personal Data, database content and other materials that are submitted to, accessed by, retrieved by, transmitted through, displayed through, processed by or otherwise made available to the Software by or on behalf of the End User or an Authorized User.

### 1.4 "Fees"

means the applicable subscription fees and other charges payable for the Software as specified through Grafana, the applicable marketplace or distribution platform, or an applicable order.

### 1.5 "Grafana"

means the applicable Grafana software, platform, services, technology, plugin environment and related products with or through which the Software is intended to interoperate.

### 1.6 "Personal Data"

has the meaning given to "personal data" under the GDPR.

### 1.7 "Software"

means Vendor's proprietary software plugin tool identified as helindata-connectdatahub-datasource, including its executable and object code, application components, APIs, connectors, interfaces, configurations, Documentation, updates, upgrades, modifications and new releases made available by Vendor.

The Software is a plugin or complementary software tool designed to be installed, integrated, accessed and/or used in conjunction with Grafana technology in order to extend, supplement or interact with functionality provided through Grafana, including, as applicable, functionality enabling the access, retrieval, querying, processing, analysis, transformation, transmission, monitoring and/or visualization of data within or in connection with a Grafana environment. The Software is developed, owned and licensed by Vendor and constitutes a separate product from Grafana and from software, products and services provided by Grafana Labs or its affiliates.

## 2. License

### 2.1 License Grant

Subject to timely payment of all Fees and continued compliance with this Agreement, Vendor grants End User, during the Subscription Term, a limited, revocable, non-exclusive, non-transferable and non-sublicensable license to install, access and use the Software: (a) solely for End User's internal business purposes; (b) solely in conjunction with the applicable Grafana environment; and (c) subject to any Authorized User, instance, environment, usage or other limitations applicable to the subscription purchased by End User. All rights not expressly granted are reserved by Vendor.

### 2.2 Authorized Users/Seats

End User is responsible for all use of the Software through its accounts and by its Authorized Users. Any act or omission of an Authorized User relating to the Software shall be deemed an act or omission of End User.

### 2.3 Restrictions

Except to the extent expressly permitted by mandatory applicable law, End User shall not: (a) copy, modify, adapt or create derivative works of the Software; (b) reverse engineer, decompile, disassemble or attempt to derive its source code, algorithms, structure or underlying technology; (c) sell, resell, sublicense, distribute, rent, lease, lend or otherwise make the Software available to third parties; (d) use the Software to provide outsourcing, service bureau, managed services or similar services to third parties without Vendor's written consent; (e) circumvent any licensing, security, authentication or technical protection mechanism; (f) remove proprietary notices; (g) use the Software unlawfully or in violation of third-party rights; (h) use the Software or its output to develop or assist in developing a competing product or service, except where such restriction is prohibited by mandatory law; or (i) permit unauthorized third parties to access or use the Software.

## 3. Grafana and Third-Party Technology

### 3.1 Independent Products

End User acknowledges that although the Software is designed to operate with Grafana, it is a separate product supplied and licensed exclusively by Vendor. Unless expressly stated otherwise, Vendor is not affiliated with, sponsored by, endorsed by or acting as agent for Grafana Labs.

### 3.2 End User's Grafana License

End User is solely responsible for obtaining and maintaining all licenses, subscriptions, accounts, infrastructure and permissions necessary for its use of Grafana. This Agreement grants no license to Grafana itself.

### 3.3 Third-Party Dependencies

Operation of the Software may depend upon Grafana, APIs, cloud infrastructure, networks, operating systems, databases or other third-party products and services outside Vendor's control. Vendor shall not be responsible or liable for any failure, interruption, incompatibility, degradation, loss of functionality, security incident, loss or corruption of data or other consequence caused by or attributable to: (a) Grafana or other third-party technology; (b) changes, updates or discontinuation of Grafana; (c) changes to third-party APIs or interfaces; (d) End User's environment, infrastructure or configuration; (e) End User's failure to maintain required third-party licenses; (f) internet, network, cloud or hosting failures outside Vendor's reasonable control; or (g) acts or omissions of third-party providers. Vendor does not warrant continued compatibility with every version or configuration of Grafana.

## 4. Subscription, Fees and Payment

### 4.1 Monthly Subscription

The Software is licensed on a monthly subscription basis. The initial Subscription Term commences upon purchase or activation of the Software and continues for one (1) month. Thereafter, the subscription shall automatically renew for successive one-month periods unless cancelled in accordance with this Agreement.

### 4.2 Fees

Fees are payable monthly in advance. Where payment is collected through Grafana, a marketplace, payment processor or authorized reseller, payment to the applicable authorized intermediary shall discharge End User's payment obligation to the extent such payment is actually received and attributable to the subscription.

### 4.3 Taxes

Fees exclude VAT and other applicable taxes unless expressly stated otherwise. End User shall be responsible for all applicable taxes other than taxes imposed on Vendor's net income.

### 4.4 Price Changes

Vendor may modify its Fees upon at least thirty (30) days' notice. Modified Fees shall apply from the next monthly renewal following the effective date of the price modification. If End User does not accept the modified Fee, End User's remedy is to cancel the subscription before that renewal.

### 4.5 Non-Payment

If Fees are not paid when due, Vendor may suspend or disable the Software and/or terminate the subscription, without prejudice to Vendor's other rights. Except where mandatory law provides otherwise, all Fees are non-refundable.

## 5. Support and SLA

### 5.1 Support

During a paid Subscription Term, Vendor shall provide technical support for the Software via e-mail support@helindata.com

### 5.2 Scope of Support

Vendor's support obligations are limited exclusively to the support services expressly identified in the SLA. Unless expressly included in the SLA, Vendor has no obligation to provide:

(a) implementation or installation services; (b) configuration of Grafana; (c) customization; (d) consultancy; (e) data migration; (f) training; (g) support for Grafana itself or other third-party products; (h) support relating to End User's infrastructure or environment; or (i) development of new features or functionality.

### 5.3 Exclusions

Vendor shall have no obligation under the SLA to the extent an incident or failure results from: (a) Grafana or other third-party products or services; (b) End User Data; (c) End User's configuration or infrastructure; (d) modifications not made or authorized by Vendor; (e) misuse of the Software; (f) failure to install updates reasonably required by Vendor; (g) unsupported versions of Grafana or the Software; or (h) events outside Vendor's reasonable control.

### 5.4 SLA Remedies

Any remedy or service credit expressly specified in the SLA shall constitute End User's sole and exclusive remedy for Vendor's failure to achieve an applicable service level or support commitment. Failure to achieve an SLA target shall not by itself constitute a material breach of this Agreement or entitle End User to terminate this Agreement, claim damages, withhold Fees or obtain any other remedy except as expressly provided in the SLA.

### 5.5 No Additional Warranty

The SLA does not constitute a warranty, guarantee or result obligation and does not expand Vendor's warranties or liabilities under this Agreement. In case of conflict between the SLA and this Agreement concerning liability, warranty, intellectual property, data protection, indemnification or termination, this Agreement shall prevail.

## 6. End User Data

### 6.1 End User Responsibility

End User has sole responsibility for End User Data, including its legality, accuracy, quality, integrity, reliability and appropriateness. End User is solely responsible for determining whether End User Data may lawfully be collected, accessed, transferred, disclosed, analyzed or otherwise processed through the Software.

### 6.2 Rights and Permissions

End User represents and warrants that it has and shall maintain all rights, permissions, notices, licenses, consents and lawful bases necessary to: (a) collect and process End User Data; (b) make End User Data accessible to the Software; (c) permit any processing resulting from its use and configuration of the Software; and (d) instruct Vendor to process such data where applicable.

### 6.3 No Verification Obligation

Vendor has no obligation to investigate or verify the source, content, accuracy or legality of End User Data or End User's legal basis for processing it.

## 7. GDPR and Data Protection

### 7.1 End User Responsibility

End User is responsible for determining whether its use of the Software involves Personal Data and for ensuring that such use complies with Regulation (EU) 2016/679 ("GDPR"), the Dutch GDPR Implementation Act (Uitvoeringswet AVG) and other applicable data protection legislation ("Data Protection Laws").

### 7.2 End User Obligations

End User represents, warrants and undertakes that it shall: (a) maintain a valid lawful basis for all processing; (b) provide all required privacy notices; (c) obtain valid consent where required; (d) comply with data-subject rights; (e) comply with data minimization and retention requirements; (f) implement appropriate technical and organizational measures; (g) comply with international data-transfer requirements; (h) conduct required data protection impact assessments; (i) make required notifications to authorities and data subjects; and (j) not instruct or cause Vendor to process Personal Data unlawfully.

### 7.3 Processor Relationship

Where Vendor processes Personal Data on behalf of End User as a processor within the meaning of Article 4(8) GDPR, such processing shall additionally be governed by Vendor's applicable Data Processing Agreement ("DPA"). End User agrees to enter into and comply with such DPA where required. Nothing in this Agreement excludes any obligation directly imposed upon Vendor by mandatory Data Protection Laws.

## 8. END USER INDEMNIFICATION

### 8.1 Indemnity

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, END USER SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS VENDOR, its Affiliates, officers, directors, employees, contractors, licensors, suppliers and representatives from and against all claims, actions, investigations, proceedings, liabilities, damages, losses, settlements, judgments, fines, penalties, costs and expenses, including reasonable external legal and professional fees, arising out of or relating to: (a) End User Data; (b) End User's collection, processing, use, disclosure or transfer of End User Data; (c) any allegation that End User Data infringes intellectual property, privacy, confidentiality or other third-party rights; (d) End User's or an Authorized User's use or misuse of the Software; (e) breach of this Agreement by End User; (f) violation of applicable law by End User; (g) End User's instructions, integrations or configurations; (h) claims by End User's employees, customers, suppliers, Authorized Users or other third parties relating to End User Data; or (i) End User's use of Grafana or other third-party technology.

### 8.2 GDPR Indemnification

Without limiting Section 8.1, End User shall indemnify Vendor against all claims, losses, liabilities, costs, investigations, proceedings, damages, regulatory actions and, to the extent lawfully recoverable, administrative fines and penalties arising out of or relating to: (a) End User's breach of Data Protection Laws; (b) absence or invalidity of a lawful basis; (c) failure to provide required privacy notices or obtain required consent; (d) unlawful disclosure or transfer of Personal Data; (e) Personal Data that End User causes the Software to access, process, transmit, analyze or display; (f) End User's instructions concerning Personal Data; (g) claims or complaints by data subjects attributable to End User's processing activities; (h) investigations or enforcement actions attributable to End User's acts, omissions, instructions or End User Data; or (i) a personal data breach attributable to End User's systems, security, instructions, acts or omissions. The foregoing shall not apply solely to the extent that a competent court or supervisory authority finally determines that the relevant liability resulted directly and exclusively from Vendor's own breach of a mandatory statutory obligation under Data Protection Laws and that such liability may not lawfully be allocated to End User.

### 8.3 Indemnities Not Subject to Vendor Liability Cap

For the avoidance of doubt, End User's obligations under this Section 8 are independent obligations and are not subject to the exclusions or limitations of liability applicable to Vendor under Section 12.

## 9. Intellectual Property

All right, title and interest in and to the Software, Documentation, updates, modifications, Vendor technology, know-how and all related intellectual property rights remain exclusively vested in Vendor and its licensors. No ownership rights are transferred to End User. Vendor may freely use any suggestions, ideas, recommendations or feedback provided by End User concerning the Software without obligation or compensation.

## 10. Updates and Modifications

Vendor may modify, update, enhance or replace the Software at its discretion, including for security, legal, operational or compatibility reasons. Vendor may modify or discontinue individual functionality and does not undertake to maintain any particular feature indefinitely.

## 11. WARRANTY DISCLAIMER

TO THE MAXIMUM EXTENT PERMITTED UNDER DUTCH LAW, THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE." EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, VENDOR DISCLAIMS ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AVAILABILITY, SECURITY, NON-INFRINGEMENT AND ERROR-FREE OPERATION.

VENDOR DOES NOT WARRANT THAT: (a) THE SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR-FREE; (b) EVERY DEFECT WILL BE CORRECTED; (c) THE SOFTWARE WILL REMAIN COMPATIBLE WITH ALL VERSIONS OF GRAFANA; (d) GRAFANA OR THIRD-PARTY SERVICES WILL REMAIN AVAILABLE; (e) DATA, ANALYSIS OR OUTPUT GENERATED OR DISPLAYED THROUGH THE SOFTWARE WILL BE COMPLETE OR ACCURATE; OR (f) THE SOFTWARE WILL MEET ANY PARTICULAR BUSINESS, REGULATORY OR TECHNICAL REQUIREMENT OF END USER.

## 12. LIMITATION OF VENDOR LIABILITY

### 12.1 Excluded Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VENDOR SHALL NOT BE LIABLE, REGARDLESS OF THE LEGAL BASIS OF THE CLAIM, FOR: (a) indirect, incidental, consequential, special, exemplary or punitive damages; (b) loss of profits, revenue, turnover, business, contracts, anticipated savings or goodwill; (c) business interruption; (d) loss, destruction, corruption or restoration of data; (e) costs of acquiring substitute products or services; (f) damages resulting from Grafana or other third-party technology; or (g) damages resulting from End User Data.

### 12.2 Aggregate Liability Cap

To the maximum extent permitted by applicable law, Vendor's total aggregate liability arising out of or relating to the Software, SLA, subscription or this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the Fees actually paid to Vendor for the Software during the three (3) months immediately preceding the event giving rise to the first claim. If fewer than three months of Fees have been paid, Vendor's aggregate liability shall not exceed the Fees actually paid.

### 12.3 Single Aggregate Cap

The liability cap in Section 12.2 constitutes one aggregate cap for all claims and events during the relevant subscription and is not a separate cap per claim, incident, legal basis or injured party. Multiple related events shall be considered a single event.

### 12.4 Exceptions

Nothing in this Agreement excludes or limits Vendor's liability to the extent such exclusion or limitation is prohibited by mandatory Dutch law. Without expanding Vendor's liability beyond what is required under mandatory law, the parties acknowledge that the limitations in this Section have been specifically agreed having regard to the nature of the Software, the subscription Fees and the allocation of risks between professional commercial parties.

### 12.5 Allocation of Risk

End User acknowledges that the Fees have been determined in reliance upon the warranty disclaimers, indemnities and liability limitations contained in this Agreement and that these provisions constitute an essential allocation of commercial risk between the parties.

## 13. Suspension

Vendor may suspend access to or use of the Software where: (a) Fees are overdue; (b) End User breaches this Agreement; (c) Vendor reasonably considers continued use to present a security, legal or operational risk; (d) suspension is required by law; (e) Grafana or another relevant platform requires suspension; or (f) Vendor's ability to distribute or operate the Software through Grafana is restricted or terminated. Vendor shall not be liable for a suspension made in accordance with this Section.

## 14. Term and Termination

### 14.1 Term

This Agreement commences upon End User's acceptance, purchase, installation, activation, access or first use of the Software.

### 14.2 End User Cancellation

End User may cancel the subscription through the applicable marketplace or subscription mechanism. Cancellation becomes effective at the end of the then-current monthly Subscription Term. No prepaid Fees shall be refunded.

### 14.3 Vendor Termination

Vendor may terminate or suspend this Agreement immediately if: (a) End User materially breaches it; (b) Fees remain unpaid; (c) continued provision becomes unlawful; (d) Vendor's ability to distribute the Software through Grafana terminates or is materially restricted; (e) End User infringes Vendor's intellectual property; or (f) continued use creates a material security risk.

### 14.4 Consequences

Upon expiry or termination: (a) all license rights immediately terminate; (b) End User shall cease using the Software; (c) Vendor may disable the Software or applicable license credentials; and (d) accrued payment obligations remain payable. Sections intended by their nature to survive shall survive termination, including Sections 6, 7, 8, 9, 11, 12, 14.4 and 17.

## 15. Confidentiality

End User shall keep confidential all non-public technical, security, commercial and business information concerning Vendor and the Software. End User shall use such information solely for purposes permitted by this Agreement and shall protect it using at least reasonable care.

## 16. Changes to Software and Terms

Vendor may modify the Software and this Agreement from time to time. Material modifications to this Agreement shall generally become effective from a subsequent monthly Subscription Term following reasonable notice. If End User does not agree with a modification, End User may discontinue use and cancel the subscription before the modification becomes effective. Continued use thereafter constitutes acceptance to the extent permitted by applicable law.

## 17. General

### 17.1 Entire Agreement

This Agreement, together with any applicable order and DPA, constitutes the entire agreement concerning the Software. Any terms contained in End User's purchase order, procurement documentation or other End User documentation are expressly rejected and shall have no effect unless expressly accepted in writing by Vendor.

### 17.2 Priority

In case of conflict: (a) a duly executed DPA shall prevail solely with respect to processing of Personal Data; (b) this EULA shall prevail over the SLA; and (c) the SLA shall apply only to the specific support and service levels described therein. Mandatory marketplace terms shall prevail only to the extent they are mandatorily applicable to the transaction.

### 17.3 Assignment

End User may not assign, transfer or novate this Agreement without Vendor's prior written consent. Vendor may assign or transfer this Agreement to an Affiliate or in connection with a merger, restructuring, sale of business, sale of assets or change of control.

### 17.4 Subcontracting

Vendor may use Affiliates, subcontractors and third-party providers in performing its obligations.

### 17.5 Force Majeure

Vendor shall not be liable for any failure or delay caused by circumstances outside its reasonable control, including failures of Grafana, cloud providers, internet or telecommunications infrastructure, cyberattacks, governmental action, industrial disputes, natural disasters, war or other force majeure events.

### 17.6 Severability

If a provision is invalid or unenforceable, it shall be ineffective only to the minimum extent necessary, without affecting the remaining provisions.

### 17.7 Waiver

Failure or delay by Vendor in exercising a right does not constitute a waiver.

### 17.8 No Third-Party Beneficiaries

Except for persons expressly entitled to indemnification under Section 8, this Agreement creates no rights for third parties. Grafana Labs and its affiliates are not parties to this Agreement and assume no obligations under it.

## 18. Governing Law and Jurisdiction

This Agreement, the subscription and any contractual or non-contractual obligations or disputes arising out of or in connection with them shall be exclusively governed by the laws of the Netherlands, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply. All disputes arising out of or in connection with this Agreement, the Software, SLA or subscription shall be submitted to the exclusive jurisdiction of the competent courts of Rotterdam, the Netherlands, to the extent such choice of forum is legally permissible.

## 19. Acceptance

By purchasing, subscribing to, installing, activating, accessing or using the Software, End User acknowledges that it has read and understood this Agreement and agrees to be bound by it.

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**VENDOR:** Helin Data B.V.

**REGISTERED ADDRESS:** Patrijsweg 48 | 2289 EX Rijswijk | The Netherlands

**COMPANY REGISTRATION NUMBER:** 69210594

**VAT NUMBER:** NL857784687B01

**LEGAL/CONTACT EMAIL:** legal@helindata.com

**SOFTWARE:** helindata-connectdatahub-datasource