DeltaBlue

This End-User License Agreement ("EULA") is a legally binding agreement between the Company and its authorized users of the DeltaBlue Platform (hereinafter: the "Customer") and DeltaBlue, a limited liability company, incorporated under the laws of Belgium with registered office at 3500 Hasselt, Kempische Steenweg 305, box 203, with company number 0543.425.375 RPR Antwerp, section Hasselt (hereinafter, "DeltaBlue"), by virtue of which DeltaBlue grants the Customer a license to use the DeltaBlue Platform (hereinafter: the "Platform") and the services provided to the Customer via the Platform ("Services").

By using the Platform, the Customer agrees to be bound by the terms and conditions set forth in this EULA, and warrants that its authorized users shall respect such terms and conditions as well.

DeltaBlue may modify this EULA from time to time. The Customer will be notified of any modifications to this EULA upon the Customer's next login to the Platform. Please read through the modifications carefully. The modified version of this EULA will become effective as of the day that it is posted.

1. Scope of the EULA

1.1. The Customer can either be an individual or a company. The Customer will be able to create the respective user accounts for their authorized users. Each user account shall be specific to the nominated authorized user and cannot be shared or transferred.

1.2. The Platform includes (i) all software-related documentation, (ii) updates and upgrades of the Platform (ii) add-ons, plug-ins, API's or internet-based components of the Platform provided by DeltaBlue, and (iv) third party software that would be embedded in or provided with the Platform by DeltaBlue. For the avoidance of doubt, the Platform does not include any add-ons, plug-ins, API's or code created by the Customer or from third parties which have not been provided by DeltaBlue and DeltaBlue cannot take on any responsibility for such add-ons, plug-ins, API's or code.

1.3. The Services include all tailor-made requests for Platform enhancements and/or specific requests by the company in relation to its use of the Platform.

2. Grant of license and Customer obligations

2.1. DeltaBlue hereby grants the Customer a limited, non-exclusive, non-transferable and non-sublicensable license to use the Platform and the Services on one or more devices which are owned, leased or controlled by the Customer through one or more dedicated user accounts. The Customer shall remain responsible towards DeltaBlue for all use of the Platform and Services made by its authorized users. The Customer shall be responsible to ensure that only authorized users have access to the Platform through the user accounts. The Customer is solely responsible for all use of its usernames and passwords on the Platform. If usernames and passwords are lost or stolen, or if the Customer believes third parties had unauthorized access to the Customer's account, then the Customer shall notify DeltaBlue immediately and change its password(s) as soon as possible.

2.2. The Customer shall:

• 2.2.1. Only use the Platform and Services for its internal business purposes and not resell any part of the Platform or content to a third party without the explicit written permission from DeltaBlue;
• 2.2.2. Use the Platform and Services in a manner which is consistent with applicable laws and which does not harm the name, reputation or rights of DeltaBlue;
• 2.2.3. Implement and maintain adequate security measures to safeguard the Platform and Services from access or use by any unauthorized users;
• 2.2.4. Provide accurate, current and complete information on the Customer upon registration and ensure such information is kept up to date.

2.3. the Customer shall not:

• 2.3.1. Attempt to gain unauthorized access to any part of the Platform or any computer systems and/or networks of DeltaBlue or third parties' suppliers used to make the Platform available to the Customer;
• 2.3.2. Interfere with or damage any part of the Platform, including, without limitation, through the use of viruses, bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
• 2.3.3. Distribute, rent, lease, license, loan or sell the Platform or any content that is contained or displayed in it, without the explicit written consent from DeltaBlue;
• 2.3.4. Modify, alter, adapt or create any derivative works from the Platform or permit that the Platform is combined with or is incorporated in any other computer program;
• 2.3.5. Reverse engineer, decompile, decode, decrypt, disassemble, or derive any source code from the Platform;
• 2.3.6. Use scripts, bots, spiders, or other automated mechanisms to collect information or otherwise interact with the Platform without DeltaBlue's express written permission;
• 2.3.7. Remove, alter, or obscure any copyright, trademark, or other proprietary rights notice on or in the Platform.

3. Warranties, indemnity and liability

3.1. The Platform is provided "as is" and DeltaBlue disclaims all warranties, duties and conditions with respect to the Platform and the Services, whether express, implied or statutory, including, but not limited to, implied warranties or conditions of merchantability, fitness for a particular purpose, lack of viruses, accuracy or completeness of responses or results, or correspondence to description. DeltaBlue shall devote best efforts to ensure uptime of the Platform and the Services. DeltaBlue does not guarantee that the use of the Platform or Services will be uninterrupted, error free, or that DeltaBlue will correct all software errors. There are no warranties of title, non-infringement or quiet enjoinment or quiet possession with respect to the Platform.

3.2. The Customer will indemnify, defend and hold DeltaBlue harmless from and against any costs, damages, losses, privacy breaches, liabilities and expenses (including attorney's fees) arising out of or in connection with any claims arising from or relating to (i) the use made by the Customer of the Platform and/or the Services, and (ii) any breach by the Customer (including all authorized users) of the terms and conditions of this EULA.

To the maximum extent permitted by law, DeltaBlue shall not be liable for any claims made by the Customer for any damage resulting from technical problems encountered on the Platform (e.g. because of viruses, interruption of service, third party websites and/or applications to which the Platform links or which link to the Platform), any damage caused to the IT infrastructure of the Customer and any loss of information resulting from downloading of elements from the Platform, any damage resulting from interactive applications, any damage relating to the use of the Platform of which the main cause is a force majeure, facts or third parties which are not (solely and exclusively) under the control of DeltaBlue, any damage resulting from material errors in the data and information on the Platform, any damage resulting from errors the Customer commits when using the Platform, any damage resulting from the Customer's own assessment of the data and information on the Platform, the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the Platform and its contents, the error-free and continuous use of the Platform or its compatibility in combination with other hardware, software, systems or data; meeting the requirements or expectations of the Customer, the correctness, reliability and accuracy of the data stored.

3.3. DeltaBlue will not be liable towards the Customer or any third party for any loss of profits, revenue or goodwill, loss or interruption of business, loss of anticipated savings, loss of data or any indirect, incidental or consequential damages of any kind. In any event and to the maximum extent permitted by applicable law, DeltaBlue's aggregate cumulative liability for all claims arising out of or related to this EULA shall not exceed the lower of 50% of the monthly fee payable by the Customer or the amount of 5,000 EUR.

4. Intellectual property and ownership rights

4.1. DeltaBlue only grants the Customer a right to use the Platform and the Services. The titles and ownership rights in the Platform and/or the Services are not transferred to the Customer.

4.2. All intellectual property rights attached to the Platform, the Services, and/or any content provided as part thereof, including - without limitation - all rights, titles and interests (whether legal, equitable or otherwise) on software, databases, technology and source code used in relation thereto, as well as all rights to modification, enhancements and future releases of the Application, whether registered or not, together with all rights to the grant of and applications, compilations, inventions, know-how, confidential information, trade secrets, trade names, business names, domain names as may exist from time to time anywhere in the world, remain the sole and exclusive property of DeltaBlue and/or third party suppliers of DeltaBlue.

4.3. Unless otherwise specified, the Customer retains ownership of any data or other content or information that the Customer provides through the Platform (hereinafter: the "Customer Data"). the Customer's use of the Platform and all the Customer Data must comply with the Customer's own privacy policies and all domestic, foreign and international laws and regulations, including those relating to data privacy, international communications, and the exportation of technical or personal data. the Customer is solely responsible for the accuracy, content and legality of all the Customer Data. the Customer agrees not to submit any content that is obscene, defamatory, libelous, threatening, harassing, pornographic, racially or ethnically offensive, that encourages conduct that would be considered a criminal offense or give rise to any civil liability. The Customer will not submit any material (including any virus, bot, worm, scripting exploit or other harmful code) that is likely to harm or corrupt the Platform or any computer systems or data. The Customer represents and warrants to DeltaBlue that it has sufficient rights in the Customer Data to grant the rights in this section and that the Customer Data does not infringe the rights of any third party. The Customer agrees that DeltaBlue may, in its sole discretion, put in quarantine, delete or remove any the Customer Data at any time and with or without notice.

4.4. The Customer hereby grants DeltaBlue a non‐exclusive license to copy, distribute, perform, display, store, modify, and otherwise use the Customer Data in connection with operating the Platform.

4.5. DeltaBlue may also use aggregate information to measure general usage patterns and characteristics of its user base and otherwise to improve its products and services, and may include such aggregate information about its audience in promotional materials or reports to third parties. This aggregate information will not reference names, phone numbers, email addresses, or other personally identifiable information, and it will be not be traceable to a specific recipient or Customer email address.

5. Confidentiality

5.1. Each party acknowledges that it may have access to confidential information of the other party, including but not limited to trade secrets and technical, financial or business information, data, ideas, concepts or know-how and/or personal data, whether marked as confidential or not, and that each party's confidential information is of substantial value to the Disclosing Party, which could be impaired if it were improperly disclosed to third parties or used in violation of this EULA.

5.2. The Receiving Party must (i) keep the Disclosing Party's confidential information strictly confidential; (ii) not disclose the Disclosing Party's confidential information except to perform its duties or exercise its rights or as otherwise authorized under this EULA, provided that any disclosure made to the Recipient's employees or agents is on a need-to-know basis and under an obligation of confidentiality no less stringent than that set forth in this section.

5.3. Upon the Disclosing Party's request and upon termination of this EULA (unless agreed otherwise by the parties at the time), each party will return, destroy or delete permanently (at the Disclosing Party's choice) the other party's confidential information.

5.4. Following termination of this EULA, the Receiving Party must continue to keep the Disclosing Party's confidential information confidential for five (5) years.

6. Data protection

6.1. When providing the Platform or Services, DeltaBlue may have access personal data from the Customer, including without being limited to name, title, email address and IP address. The processing of such personal data is necessary to allow DeltaBlue to provide the requested software and Services to the Customer.

6.2. More information about how Customer's data will be processed by DeltaBlue can be found in DeltaBlue's Privacy Policy.

7. Term and termination

7.1. This EULA shall enter into effect upon first use by the Customer of the Platform and/or the Services and shall continue for an initial term of twelve (12) months. Unless terminated by the Customer upon giving three (3) months written notice to DeltaBlue before the end of the then-current term, the EULA will automatically be renewed for successive periods of twelve (12) months.

7.2. DeltaBlue may terminate this EULA immediately, without any compensation, in the event that the Customer fails to cure a material breach of any provision of this EULA within fifteen (15) days after receiving written notice to this effect from DeltaBlue.

7.3. Upon termination or expiration of this EULA, for whatever reason, (i) the licenses and rights granted under this EULA shall be terminated, and (ii) the Customer shall immediately cease using the Platform and Services.

7.4. After termination or expiration of EULA, unless it was for the Customer's breach, at Customer's request, DeltaBlue will use reasonable efforts to make available the Customer Data for download. If made available, the Customer must download the Customer Data within 30 days of termination or expiration. After that, DeltaBlue may delete the Customer Data.

8. Miscellaneous

8.1. Neither party may assign or transfer any of its rights or obligations under this EULA, in whole or in part, to any third party without the prior written consent of the other party, and any assignment or transfer without such consent shall be deemed null and void.

8.2. Whenever possible, the provisions of this EULA shall be interpreted in such a way as to be valid and enforceable under applicable law. However, if one or more provisions of this EULA are found to be invalid, illegal or unenforceable, in whole or in part, the remainder of that provision and of this EULA shall continue in full force and effect as if such invalid, illegal or unenforceable provision had never been contained herein. Moreover, if the parties decide to amend the invalid, illegal or unenforceable provision(s), or any part thereof, and/or agree on a new provision, they should do so in such a way as to ensure that the new or amended provision embodies insofar as possible the purpose of the invalid, illegal or unenforceable provision(s).

8.3. Any failure to exercise or delay in exercising any right under this EULA by a Party, any single or partial exercise of any such right, or any partial reaction or absence of reaction by a Party in the event of violation by the other Party of one or more provisions of this EULA shall not operate or be interpreted as a waiver (either express or implied, in whole or in part) of any of that Party's rights under this EULA or under said provision(s) nor shall it preclude any further exercise of such rights. Any waiver of a right must be express and in writing.

9 Governing law and jurisdiction

9.1. All issues, questions and disputes concerning the validity, interpretation, enforcement, performance and termination of this EULA shall be governed by and construed in accordance with the laws of Belgium, and no effect shall be given to any other choice-of-law or conflict-of-laws rules or provisions (whether Belgian, foreign or international). The application of the United Nations Convention on Contracts for the International Sale of Goods is hereby explicitly excluded.

9.2. Any dispute concerning the validity, interpretation, enforcement, performance or termination of this EULA shall be submitted to the exclusive jurisdiction of the courts of Antwerp, district of Hasselt, Belgium.