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End User License Agreement for Netach Software

1         License scope

1.1. Netach hereby grants to the rightful acquirer of this Netach software (“you”) a right to use this software. This right is limited to use by you within your company or other legal entity.

1.2. This license is tied to the computer (or the authorized number of computers) onto which the software is first installed. The license may be transferred to another computer; however, the software must then be deinstalled from the previous computer.

1.3. It is expressly forbidden to:

• reverse engineer the source code of the software or to decompile the software, except to the extent permitted by mandatory law;
• provide copies of the software to third parties;
• sublicense the software or otherwise make available the software to third parties, including by rental, Software-as-a-Service models or otherwise;
• modify the software, except to the extent permitted by mandatory law;
• remove indications of Netach as copyright holder of the software or to remove or render illegible any part thereof.

1.4. You may make a backup copy of the software. This backup copy may not be used or traded or distributed in any way, except in conjunction with the original software.

2         Intellectual property

2.1. All right, title and interest to the software, the accompanying documentation and all modifications and extensions thereto rest and remain with Netach. You only have the rights and permissions explicitly granted to you by this agreement or granted in writing otherwise. You may not use, copy, distribute or publish the software in any other manner.

2.2. Because the usage right is coupled to an obligation to pay, Netach has the right to periodically perform an audit to verify your compliance with these license terms. The audit shall be performed by an independent third party (such as a chartered accountant) in confidence. The auditor may only report the data relevant for the compliance verification to Netach. The costs of the audit shall be borne by Netach, unless the report reveals that you have failed to pay the right license fee.

3         Consideration

3.1. The usage right is subject to payment of a recurring license fee for the term of this license agreement. You will be separately informed about the manner of payment by Netach.

3.2. The license fee is given in the Netach online store where the license is purchased, or through other communications by Netach.

3.3. Netach is entitled to adjust the recurring license fee once per calendar year. You will be informed of upcoming adjustments before the start of a new license period.

3.4. You must register to use this software. During registration Netach processes certain of your personal data. In addition to the data requested in the registration form the IP-address from which the registration is undertaken is recorded, as well as information regarding the software. This personal data is only used for the execution of the license agreement and related purposes such as the making of related offers or notifications of available updates.

3.5. Personal data will be deleted when it is no longer necessary for execution of this agreement, unless applicable law demands that the data is retained for a longer period. Consult the privacy policy of Netach referred to during registration.

4         Updates

4.1. Netach from time to time releases updates that address bugs or improve the functioning of the software.

4.2. To learn about the latest updates, consult the website of Netach. No liability is accepted for any damage caused by bugs addressed in an update not installed by you.

5         Support

5.1. You are solely responsible for installation and usage of the software. The documentation will provide recommended requirements for the hardware and software environment.

5.2. Netach shall provide you with a reasonable level of support through its website and/or e-mail (or other communication channels announced to you). Netach however does not guarantee that all requests for support or bug reports are taken into consideration.

6         Guarantees and liability

6.1. Netach guarantees:

• That the Netach Software substantially operates as described in the documentation;
• That the Netach Software contains no viruses, backdoors or malicious routines;
• That the Netach Software violates no third-party rights (such as copyrights), excluding any violations arising out of a particular use of the software;
• It will use its best efforts to investigate any reported bugs as soon as is practical and to repair such bug or create a workaround (but may delay repairing bugs with limited impact until the next planned update);
• But nothing else.

6.2. Except in cases of intentional misconduct or gross negligence or the violation of a warranty granted above Netach is not liable towards you, regardless of ground, for any damages in connection with the Netach Software.

6.3. No liability exists in case damages were not reported timely after discovery to Netach. In addition, no liability exists if the cause of damage is beyond the control of Netach.

7         Term of the agreement

7.1. This agreement enters into force when you start use of the software and remains in force during the license period.

7.2. Unless the agreement is terminated at least one month prior to the end of this period, the term is extended with successive periods of equal length.

7.3. This agreement terminates automatically and immediately in case you enter into bankruptcy, apply for a suspension of payments, your assets are seized, or in case your company enter into liquidation, legal dissolution or winding-up.

7.4. After termination of the agreement (regardless of reason) you must cease all use of the Netach Software. In addition, you must remove all copies (including backup copies)) of the Netach Software from all computer systems under your control.

8         Miscellaneous terms

8.1. Dutch law applies to this end-user license agreement.

8.2. Unless dictated otherwise by mandatory law, all disputes arising in connection with this agreement shall be brought before the competent Dutch court for the principal place of business of Netach.

8.3. A finding that any particular provision of this agreement is legally void shall not affect the validity of the entire agreement. In such a case the parties shall determine a replacement provision that is legally valid and approximates the intent of the offending provision as much as possible.

8.4. Netach may assign its rights and obligations under this agreement to a third party that acquires the relevant business or the copyrights to the Netach Software from her.

SERVICE LEVEL AGREEMENT

1         The Parties

1. Netach, a limited liability company incorporated under Dutch law, with registered address at Luikerweg 25, 5554NA Valkenswaard and chamber of commerce registration number: 62978985 (the “Service Provider “) and
2. The licensee (the “Client”).

Service Provider and Client collectively referred to as the “Parties”.

2         Considerations

1. The Service Provider provides Maintenance and updates on the Netach software. This will be referred to as: the “Service”.
2. The Client wishes to use the Service provided by the Service Provider.
3. In this Service Level Agreement (the “Agreement”) the Parties wish to agree on their mutual rights and obligations.

3         Agreement

3.1        Description of the Services

1. The Service Provider shall maintain and keep available the Software.
2. The Service Provider will assist the Client with any problems in the Software.
3. Maintenance of the Software (the “Maintenance”) shall consist of the following:
   • To keep the Software available for use.
   • Operational maintenance of the Software, enabling the Client to use the Software as agreed.
   • Tracking and repairing any bugs in the Software.
   • Making and releasing updates to the Software.
   • Making a helpdesk available for email support.
4. The Service Provider will carry out the Maintenance. Maintenance on the Software will not affect availability. Netach will release a new Software Update which can be installed by the user at a time of his choosing. (The Maintenance Window).
5. Additional services, consisting of (major) changes, are by no means included in the price of a particular category of the Service.

3.2        Service Level

1. The Service Provider shall ensure that the Software can be used in accordance with the provisions of License agreement (EULA).
2. The Service Provider shall put in all of its efforts to procure that the Software is available to the Client 24 hours per day and 7 days a week.

3.3        Updates and Upgrades

1. The Service Provider shall perform regular software updates and upgrades. In the updates, known bugs and errors in the Software are addressed and solved. With upgrades, small improvements to the Software will be implemented.
2. The Service Provider may release an update or upgrade of the Software at any time. An upgrade constitutes a new version of the Software with new or modified functionalities.
3. The Service Provider shall inform the Client if an update or upgrade has been executed and shall report the changes that have been implemented.

3.4        Bugs

1. The Client shall notify the Service Provider immediately in case of a bug or downtime when using the Software. The Parties agree that “downtime” means: all interruptions in the availability of the Software. The Parties agree that the causes of downtime are referred to as “issues”.
2. The Client must report downtime and issues via email or the contact form at the website. The Service Provider shall, on a best effort basis, process the notification as soon as possible. The issues will be prioritized in either:
   • Low priority: The Software does not function as may be expected or suffers bugs or downtime affecting normal use of the Software;
   • Medium priority: A specific feature of the Software no longer works;
   • High priority: More than one feature of the Software no longer works.
3. The Service Provider shall, after receipt of the notification from the client, reply to the Client within (“Response Time”):
   • Low priority: 2 days;
   • Medium priority: 2 days;
   • High priority: 2 days.
4. The Service Provider shall, after receipt of the notification from the client, solve the issue within (“Solution Time”):
   • Low priority: As soon as possible;
   • Medium priority: As soon as possible;
   • High priority: 3 days.
5. The Parties agree that “solution” means: every action that effectively, definitively or temporarily solves an issue or downtime.
6. If the Service Provider offers a temporary solution the Service Provider shall endeavor to provide a definitive solution as soon as possible.
7. The Solution Time and the Response Time mentioned above are valid during business hours.
8. The Service Provider shall notify the Client when an issue is solved. The time of notification shall determine the final Solution Time.
9. The Service Provider operates a helpdesk. The Client may contact the helpdesk for technical support and to notify any issues or downtime. The helpdesk is available from Monday to Friday from 9:00 till 16:00. The helpdesk can be reached via email or via the contact form on the website.

3.5        Service Fee

1. The fee agreed in the License Agreement (EULA) is also a fee for the services under this Agreement (the Maintenance Fee). This does not apply to services where a separate fee is stated.
2. The Client shall compensate all the business expenses that the Service Provider reasonably incurred for the purpose of the services.
3. Upgrades of the Software are included in the Maintenance Fee unless a separate price is stated.
4. Additional services, not mentioned in this Agreement, such as (but without limitation):
   • Significant changes to the Software such as the premium modules ‘Premium Sourcing’ and ‘Advanced Analytics’.
   • Bespoke, client specific, changes to the Software, are not included in the fee.

3.6        Duration and Termination

1. Parties enter into this Agreement for as long as the License Agreement (EULA) is between Parties. This Agreement cannot be terminated separately from License Agreement (EULA).
2. Each of the Parties may immediately terminate the License Agreement including this Agreement in any of the following circumstances:
   • If a Party has filed for a suspension of payments;
   • If a Party has been declared bankrupt;
   • If a Party’s assets have become subject to (conservatory) attachments, causing the activities of the other Party to be seriously disrupted; or
   • if a Party has been dissolved.

3.7        Liability

The Service Provider shall perform the services on a best effort basis. The Service Provider cannot be held liable for damages resulting from the services as set out in this Agreement or for any shortcoming in the execution of the services. The Service Provider is not liable for damages as a result of incorrect information in relation to the services.

3.8        Confidentiality

The Parties, including any third parties that perform part of the services on behalf of the Service Provider, shall keep confidential information about the other Party confidential.

3.9        Indemnification

The Client shall indemnify the Service Provider of all third-party claims regarding the activities that the Service Provider fulfils or has fulfilled for the Client.

3.10    Assignment

None of the Parties shall transfer or assign any part of the rights or obligations under this Agreement to a third party without explicit and written prior consent of the other Party.

3.11    Costs, default

1. The Client shall indemnify and reimburse all costs that the Service Provider has to make to enforce compliance with this Agreement by the Client.
2. In case of a breach of any obligation of the Client under this agreement, the Client is automatically in default (Absenteeism) without a separate notice of default (Notice of default) being required.

3.12    Invalidity

If any part of this Agreement is null, void or voidable, this does not affect the validity of the remainder of the agreement. The invalid part is replaced by a provision that most closely follows the content of the invalid provision.

3.13    Miscellaneous

1. Only written amendments to this Agreement are valid.
2. This Agreement supersedes any prior agreements between Parties.

3.14    Applicable Law

Dutch law.

3.15    Competent Court

Court of Oost-Brabant, the Netherlands.