Exhibit 1 to Heimdall Power's Agreement Form GENERAL TERMS AND CONDITIONS 1. FIELD OF APPLICATION Unless otherwise specifically expressed or agreed to in writing, these General Terms and Conditions (“Conditions”) of Heimdall Power AS, Norwegian company registration 916 53 1710, (hereafter “HP”) shall apply to any delivery of Products or Services (as defined in Agreement Form) from HP to the Customer, and to any commercial relationship to which the parties agree in writing or otherwise. These Conditions shall be applicable as soon as the Customer signs the Agreement Form or issues orders in whatever form (“Purchase Orders”) for Products or Services from HP and constitute an integral part of any agreement between HP and the Customer (“Agreement”). HP may make changes or modifications to these Conditions from time to time (“Modification”). Customer will be duly notified of a Modification by HP. Unless the Customer objects in writing to the Modification within thirty (30) days from the date of first notice of any such Modification, the Customer is deemed having accepted the Modification. The Modification will in such case apply as of the expiry of the thirty (30) days’ notice period to all existing Agreements between the Customer and HP, and to future orders. Any Agreement formed between HP and the Customer, shall be subject to the Conditions set out herein, in the event of conflict between these General Terms & Conditions and the Agreement Form the latter shall prevail. 2. INSTALLATION Unless otherwise agreed, the installation of the Neurons shall be carried out by Customer's installation crew, whereas HP shall provide the necessary guiding, assistance and quality assurance for the same. HP shall not be liable for any defective installation by Customer's own installation team or the third-party subcontractor, i.e. installation which does not conform to the guidelines and instructions provided by HP. 3. PURCHASE, PAYMENT AND DELIVERY 3.1 Terms of payment Customer shall pay all invoices not later than 30 days following the invoice date. Any amount not paid when due shall bear a late payment charge until paid, at the rate of 1.5% per month or, if lesser, the maximum amount permitted by law. In case of late payment, HP may, after having notified the Customer in writing, at its sole discretion, reduce or suspend the performance of any Services to the Customer until the overdue amount is paid. 3.2 Prices and price adjustment Prices are according to the HP Price Lists, or as agreed with the Customer in writing, prevailing on the date on which the contract is signed, or the order is received by HP. Price levels for Services can be increased once every year, effective from 1st January each calendar year. Heimdall Power will inform existing customers in writing of any price adjustment. The adjusted prices will apply to renewed Subscriptions as of renewal date. Price levels for Services will be adjusted yearly according to current Norwegian Consumer Price Index (CPI) for delivery sector “Services” (https://www.ssb.no/en/priser-og-prisindekser/konsumpriser/statistikk/konsumprisindeksen), and applied to the next yearly subscription payment. All prices are exclusive of Taxes (including customs, duties, tariffs, and excise, sales, use, or value added taxes). Customer shall be responsible for all Taxes relating to the Customer’s purchase of the Products and Services hereunder. 3.3 Passing of risk The risk of the Products shall pass to the Customer at the point of delivery, as set forth in the Agreement Form or in accordance with the agreed Incoterms 2020. 4. PROPRIETARY RIGHTS 4.1 Ownership to Products The Customer obtains full ownership to all Products purchased. 4.2 Right to Customer’s data and Processed Data The Customer shall have all rights to data accumulated through the use of the Services ("Customer Data"). HP has the right to use data derived from the performance of the Services, including but not limited to any calculations, specifications, algorithms, meta data and heuristics ("Processed Data") provided such results are anonymized and/or aggregated so that the Customer in no circumstances are identifiable. This anonymized and/or aggregated Processed Data may be shared by HP with third parties, and may be utilized for the purpose of further development of the Products and Services and for statistical purposes. 4.3 Intellectual property rights As between HP and Customer, HP, retain sole and exclusive ownership of all associated intellectual property rights, including without limitation all patent, trademark, copyright, and other proprietary rights in and to the Products and Services, and their manufacturing and design (the “HP Intellectual Property”). HP hereby grants Customer a limited, non-exclusive license to use the HP Intellectual Property, but only to the extent required for the use of the Products and Services as permitted under this Agreement. Any other use of the HP Intellectual Property is prohibited. The Customer acknowledges that HP Intellectual Property contains HP's valuable trade secrets and is protected by applicable laws. The Customer is liable for any losses suffered by HP as a consequence of breach of this Clause. 4.4 Branding and Labeling Unless otherwise agreed in writing, Customer shall not be entitled to brand the Products and Services under its own brand and Customer shall in such an event not be entitled to change or in any other way amend the labeling, packing or otherwise branding of the Products and Services. All marketing of Products and Services by Customer shall refer to HP as developer of the Products and Services, and all material changes to marketing material referring to HP shall be pre-approved by HP in writing before it is used. 5. DELAY, WARRANTY AGAINST DEFECTS, LIABILITY AND INDEMNITY 5.1 Delay by the Supplier in the delivery of Products If delivery of the Products has not taken place within the time of delivery set out in the Agreement Form, the Customer has the right to compensation in an amount equal to 0.05% of the price payable for the delayed Products per calendar day until delivery occurs, but only to the extent the Customer can substantiate that it has itself suffered a delay or loss due to HP's delay. HP's liability for any and all damages due to late delivery is limited to compensation in the maximum amount of 5% of the price payable for the delayed Products. 5.2 Product Warranty HP warrants, that the Products conform to the specifications in the Agreement Form (“Product description”) upon delivery. Inspection upon delivery The Customer shall examine the Products upon delivery and prior to installation. If any defects are found, the Customer shall notify HP thereof in writing without undue delay thereafter, providing reasonable details of the nature and the circumstances of the defect. Warranty If any Products do not conform to the Product description and the Customer notifies HP thereof without undue delay and at the latest within 24 months after completion of installation, HP shall within reasonable time remedy the defects. HP may alternatively choose to make new and substituting delivery of the defective Products. If HP chooses to substitute the defective Products under the Product Warranty, HP shall liaise with the Customer and agree on a plan for the removal and re-installation of new Products. The Parties shall endeavour to have such a plan ready within ten (10) business days counting from the day when the decision to substitute the Products was made. In case of remedy or substitution of Products, as aforesaid, HP shall cover the direct cost of any remedial works, or the direct cost of substituting the Products, however excluding transportation expenses and installation expenses, as well as other indirect costs. For the avoidance of doubt, the Product Warranty in this Clause 5.2 does not apply in the following cases Defects caused by wrongful or improper use by Customer including, but not limited to, deviations from instructions provided by HP. Change of technology risk: Necessary adjustments to or replacements of the Products due to regulatory changes, new technology standards and protocols, or other circumstances outside the control of HP which may impair the usability of the Products; or Development risk: If the Products could not have been considered defective based on appropriate testing according to the scientific and technical knowledge available at the time when the Products was put into circulation. 5.3 Services (software, data) warranty HP shall endeavour to maintain the proper quality and functioning of the Services for the duration of the Subscription period. If the performance of the Services, due to errors, is not substantially in accordance with the Service description, HP warrant that it will make utmost efforts to correct the errors. However, and except as expressly provided in the Agreement, the Services are provided "as is" and "as available". 5.4 Liability HP shall not, except in the event of gross negligence or willful misconduct, be liable for lost profits, savings, business or contracts, loss of reputation or goodwill, personal injury or loss of life, loss of or damage to property of the Customer or third parties (including the power lines), claims of third parties or indirect, incidental, punitive, special or consequential damages, whether based on these Terms, other contracts, applicable law or otherwise. HP shall not be liable for any other expenses or damages incurred by the Customer, user or third party related to the functionality or use of the Services (including in case of incorrect data or malfunctioning Services) or Products or any Customer decisions based on information from the Products or Services. Under no circumstances shall HP assume liability for losses of or damages whatsoever to data stored by the Customer or its users through the Services, through Cloud Services or otherwise. This includes, but is not limited to, losses and damages due to network and server crashes. The Customer is liable for, and shall indemnify HP against, all claims regarding breach of applicable law, including environmental rules and regulations such as regulations on electronic waste, or infringement of any third-party rights, in connection with the Customer’s and its user’s use of the Services (including Cloud Services). HP's cumulative and maximum aggregate liability to the Customer arising out of or relating to or in connection with any order(s) or the Products or Services delivered thereunder, whether so arising by virtue of termination, breach of contract, negligence, gross negligence or willful misconduct, strict liability or otherwise at law, shall be limited to an amount equivalent to 100% of the price paid by Customer under the relevant order. 5.5 Indemnity Where these Conditions provide for an “indemnity” or an obligation to “indemnify”, the Parties' respective duties of indemnification shall apply only if: (i) the Party seeking indemnification (the "Indemnified Party") notifies the other Party (the "Indemnifying Party") in writing of the claim without undue delay after the Indemnified Party becomes aware thereof, (ii) the Indemnified Party permits the Indemnifying Party solely to defend, compromise, or settle the claim, and (iii) the Indemnified Party provides all available information, assistance, and authority to enable the Indemnifying Party to do so. Indemnity obligations will survive the termination of this Agreement and any subscription related hereto. 6. TERMINATION FOR CAUSE Either party shall be entitled to cancel the Agreement without liability at any time if (i) the other party becomes insolvent or (ii) the other party fails to cure its material breach of one or more provisions of these Conditions within thirty (30) business days following its receipt of written notice of such breach from the non-breaching Party. Non-payment of undisputed invoices by Customer shall always be considered a material breach of this Agreement. 7. SPECIAL PROVISIONS FOR CLOUD SERVICES 7.1 Applicability The provisions of this section 7 shall apply for all purchases of Cloud Services from HP as set out in the Agreement Form (“Cloud Services”). Any underlying infrastructure, network or other non-cloud related services required to access and use the Services, such as mobile communication services or radio link between the Neurons and base stations, are not covered by these provisions. 7.2 Use of the Cloud Services The Customer is granted a non-exclusive, non-assignable, limited right to use the Cloud Services provided by HP solely within the Customer’s own business, subject to the terms and conditions set forth in these Conditions and to the exclusion of any and all other rights. HP is entitled to freely assign or subcontract the role as Cloud Services operator to a third party, in which event HP shall remain liable for the performance of the Cloud Services by such third party. 7.3 API Usage, Limitations and Deprecation HP grants the Customer a limited, non-exclusive, non-sublicensable, non-transferable license under HP's intellectual property rights to use the HP application programming interface (“HP API”) for the purpose of developing and implementing customer-specific software solutions, products and applications integrating with HP's Products and Services. a) Rate limits: Rate-limiting may be applied to traffic to avoid service disruption for other API users. Rate-limits are observable through the API, and the Customer should develop their 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 HP API, or otherwise use the HP 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 this Agreement or the API Documentation. b) Quota: HP may, in its sole discretion, set a quota on the Customer’s HP API usage based on, among other things, the total number of Neurons of the accounts under management by the API Access. Usage beyond these quotas may be charged by HP to the billing account associated with the API Access in accordance with applicable price schedules. c) Deprecation: The HP API is constantly evolving and will have irregular changes, including backwards incompatible ones. API changes that break backwards compatibility will be introduced as a new API version. New API versions will go through a beta period of stabilization and testing before being marked as final. During the beta version, changes might still be applied to the API, thus it should not be used in a production setting. HP will give notice to the Customer in due course before removing deprecated API versions. HP offers no guarantees, but will make commercially reasonable efforts to make APIs backwards compatible within major version releases. The replacement version will be available and production ready at time of deprecation at the latest. 7.4 Security HP undertakes to implement security procedures to protect the Cloud Services from security attacks. Notwithstanding, HP does not warrant that the security procedures are error-free or unbreachable, nor that transmissions of Customer’s or its End User's data is always secure, nor that unauthorized third parties will never be able to defeat HP's or HP'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 protection of own data and to be prepared to conduct their business without access to the Cloud Services. 7.5 Personal Data Protection Further to the general compliance obligations set out in Clause 8.6, the Customer is responsible for complying with all applicable privacy, data security, and data protection laws and rules when accessing or otherwise processing personal data as defined in these regulations in connection with the use of HP's Services. The Customer must notify HP immediately of any factual or potential breach of these obligations. 7.6 Term and termination Notwithstanding the above, HP is entitled to terminate Customer’s use of the Cloud Services at any time if the Customer is in material breach of their obligations under the provisions of the Conditions or the API usage policy described in section 7.3. In the event of termination, the Customer is entitled to retrieve all of its Data for a period of 30 days after the effective date of termination. After this period, or in case of Termination for Breach, HP has no obligation to maintain or provide any Data to Customer. Nothing in this Clause 7.6 shall in any way prevent HP from using the Customer’s Data in accordance with Clause 4.2. 8. GENERAL PROVISIONS 8.1 Severability The provisions of this Agreement are severable and if any of the provisions hereof are held to be invalid, illegal, or unenforceable, in whole or in part, the remaining provisions of this Agreement shall remain binding and enforceable by and between the Parties. No waiver of any portion of this Agreement shall be effective unless in writing signed by both Parties. 8.2 Force Majeure Neither party shall be liable for any delay nor non-performance under this Agreement caused by any event including: strikes, lockouts, accidents, fire, embargoes, explosions, floods, war, terrorism, governmental action, or any other cause similar thereto that is beyond the reasonable control of a party (“Force Majeure”) provided that the Party affected gives prompt notice in writing to the other party of such Force Majeure and uses all reasonable best efforts to continue to perform its obligations under this Agreement. Either party may terminate this Agreement if the Force Majeure continues and has continued for more than six months. 8.3 Processing of personal data To the extent the Customer makes available to HP (i) any information that directly or indirectly identifies a natural person; or (ii) information that is not specifically about an identifiable individual but, when combined with other information, may directly or indirectly identify a natural person (“Personal Data”), the Customer shall be data controller and guarantees to comply with all privacy, data security, and data protection laws, directives, regulations, and rules in any applicable jurisdiction. The Customer furthermore guarantees to use or otherwise access Personal Data only for purposes which are consistent with the consent obtained from the individual to whom the Personal Data relates. HP and the Customer shall follow and act in accordance with the relevant regulations regarding Personal Data protection and, if relevant, enter into a separate Data Processing Agreement. 8.4 Confidentiality All information related to HP’s Intellectual Property (ref. clause 4.3) shall be considered confidential. Neither party may disclose information about the signing, termination or content of contracts between the parties without the prior written consent from the other party, which shall not be unreasonably withheld. The restrictions set out in this Clause shall not prevent disclosure of information required pursuant due to mandatory law or required pursuant to regulation given by any competent stock exchange. To the extent possible, the disclosing party shall notify the other party prior to the making of such disclosure. Furthermore, nothing in this Clause 8.4 or these Conditions shall prevent HP from using Customer's identity and logo on the HP website or other forms of media to promote the Products and Services and the business of HP for the duration of the Agreement. Any press releases concerning the cooperation between the Parties shall require the consent of both Parties, such consent not to be unreasonably withheld. Applicability of this Clause shall survive any termination of this Agreement. 8.5 Cancellation and/or termination of agreement – dismantling – allocation of costs Upon cancellation or termination of the Agreement, by either HP or Customer, the decision of whether to dismantle the Products and any costs related to dismantling rests with the Customer. 8.6 Governing law and disputes This Agreement and all questions concerning the validity, operation, interpretation, and construction of the Agreement will be governed by and determined in accordance with the substantive laws of Sweden without regard to its conflicts of law provisions. Any controversy or claim arising out of, or relating to, any provisions of this Agreement or breach thereof, shall be referred for resolution to Customer's Chief Executive Officer, or his or her designee, and to HP Chief Executive Officer, or his or her designee. If the Parties' respective officers, or their designees cannot reach a resolution of the dispute within thirty (30) days, they shall be finally settled by arbitration venue in Stockholm, Sweden. The proceedings shall be held in English.