Terms & Conditions

Art. 1 Definitions

Art. 1.1 End User

Person or company buying the Induxx Software Product to use it for personal or professional use or for use by its direct customers, without any objective of reselling or renting out the Induxx Software Product to such customers or to any third party.

Art. 1.2 EULA

The provisions of the underlying documents which govern the relationship between Induxx and the End User in relation to the License of the Induxx Software Product.

Art. 1.3 License

The right obtained under the present EULA to use the Induxx Software Product under the conditions set out in the present EULA. Party/Parties Induxx and/or the End User.

Art. 1.4 Induxx

The limited liability company Induxx with registered office at Veldkant 33A, 2550 Kontich (Belgium) and know in the Crossroad bank of Enterprises under nr. 0836.535.621.

Art. 1.5 Induxx Software Product

Any other software program, App or Middleware developed or sold by Induxx.

Art. 2 License

Art. 2.1

Subject to the provisions of this EULA, Induxx grants End User, who accepts from Induxx, a limited, perpetual, non-exclusive, non-transferable License to use one copy of the Induxx Software Product acquired in this License and in the manner and for the purpose described in this EULA and on a single computer or on as many computers as Licenses have been granted to the End User by Induxx. The Induxx Software Product is licensed as a single product. Its component parts may not be separated.

Art. 2.2

The End User is allowed to customize, adapt or translate the Induxx Software Product for personal use only, all other modifications, manipulations, duplications and any derivative work of the Induxx Software Product or any part thereof is prohibited except and only to the extent that such activity is expressly permitted by article 7 of the Belgian Software Act (i.e. Wet van 30 juni 1994 houdende omzetting in Belgische recht van de Europese Richtlijn van 14 mei 1991 betreffende de rechtsbescherming van computerprogramma’s) not withstanding this limitation.

Art. 2.3

The use of the Induxx Software Product is restricted to the end user and to its direct customers. The End User does not have the right to commercialize, resell, rent, or lease the Induxx Software Product (both commercial and non-commercial), nor does he have the right to transfer his License to any third party. If the Induxx Software Product is used by the customers of the End User, the End User expressly warrants that shall impose a similar provision on these customers. The End User shall be solely liable for any damages deriving from the use of the Induxx Software Product by these customers.

Art. 2.5

Induxx is not obligated to provide maintenance, technical or other support, or updates to the End User for the Induxx Software Product licensed under this EULA. In the event that Induxx does provide maintenance, technical or other support, or updates, this EULA applies to such additional software and updates of the Induxx Software Product, including without limitation supplements, services packages, hot fixes, or add-on components (collectively “Supplements”) that Induxx may provide to the End User or make available to the End User after the date the End User obtains his initial copy of the Induxx Software Product, unless Induxx provides other terms along with such Supplements.

Art. 2.6

The End User will use all reasonable, adequate organizational, technological and security measures to prevent unauthorized use of or access to the Induxx Software Product and to ensure that the Induxx Software Product is only used in accordance with the terms of this Agreement. Any unauthorized use of the Induxx Software Product, whether because of the violation by the End User of this provision, shall constitute a material breach of this EULA.

Art. 3 Duration - Termination

Art. 3.1

This EULA shall take effect from the moment that the End User indicates his acceptances with the terms and conditions of this EULA or by using the Induxx Software Product in any other way. This EULA is entered into for an indefinite period of time.

Art. 3.2

Notwithstanding its right to claim for damages Induxx may, at its discretion, terminate the EULA by operation of law and without prior notice by the mere sending of a registered letter to the End User in the following cases:

• A repeated or serious breach of the contractual obligations by the End User, such as, but not limited to a wrongful use of the License.

• In case the End User has requested a postponement of payment, is bankrupt, has suspended its payments, has an unstable credit or is manifestly insolvent.

• In case of dissolution and/or liquidation of the End User’s company.

• If the End User’s assets or a part of the End User’s assets are executive and/or precautionary seized at the request of a creditor, or in case of other executive or precautionary measures against the assets of the End User.

• Where there is evidence or strong suspicion of fraud by the End User. The termination will take immediate effect.

Art. 3.3

The End User is entitled to terminate this EULA at all times. Upon termination, the End User shall promptly return the Induxx Software Product, all copies of this Induxx Software Product to Induxx. Such termination does in no way entitle the End User to any form of compensation whatsoever.

Art. 3.4

Termination of this EULA, for any reason whatsoever, shall, with immediate effect, terminate all rights and licenses granted by Induxx to the End User under the provisions of the present EULA.

Art. 4 Intellectual Property and Third Party Licenses

Art. 4.1

The End User acknowledges and agrees that the rights granted to the End User or obtained as a result of or in connection with this EULA by the End User are license rights only, and nothing contained in this EULA constitutes or shall be construed as intending, nor shall be deemed or implied to be a sale or an assignment of any or all of Induxx’s rights of the Induxx Software Product.

Art. 4.2

The End User is not allowed to adapt or remove any of the copyright and/or trademark related notices in the Induxx Software Product. The End User will use copyright notices and trademarks in accordance with accepted copyright and trademark practices, including identification of copyright and/or trademark holders’ names. Copyright and trademark notices can only be used to identify printed output produced by the Induxx Software Product and such use does not grand the End User or its customers any intellectual property rights.

Art. 4.3

The End User may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Induxx and/or its associated companies without their express written consent. The End User may not use any meta tags or any other “hidden text” utilizing Induxx’s name or trademarks without the express written consent of Induxx.

Art. 4.4

The End User is granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of Induxx as long as the link does not portray Induxx and/or its associated companies, or their products or services in a false, misleading, derogatory, or otherwise offensive matter. The End User may not use any Induxx’s logo or other proprietary graphic or trademark as part of the link without express written permission.

Art. 4.5

Certain components bundled with the Induxx Software Product may be provided under third party licenses and may be subject to other terms and conditions as those of the underlying EULA. Moreover, certain Induxx Software Product may only work in combination with software which must be bought from third parties. A license of this software may also be subject to other terms and conditions as those of the underlying EULA. The End User shall be required to obtain for itself all licenses from third party software which is not included in the Induxx Software Product, or which must be combined with the Induxx Software Product. Induxx does not assume any responsibility in case of an infringement of such third-party license agreements by the End User.

Art. 5 Warranty

Art. 5.1

The Induxx Software Product are provided on an ‘AS IS’ and ‘WITH ALL FAULTS’ basis. To the maximum extent permitted by law, Induxx and its suppliers expressly disclaim all warranties, express or implied, including but not limited to merchantability, satisfactory quality or accuracy. Induxx does not warrant that the Induxx Software Product will be free from viruses.

Art. 5.2

Induxx does not warrant that the Induxx Software Product made available to the End User will be suitable for the actual and/or intended use by the End User. Induxx does also not warrant that the Induxx Software Product will operate without interruption, errors or defects or that it will work on all possible operating systems. No oral or written advise or information provided by Induxx or any of its agents, employees or suppliers shall create a warranty.

Art. 6 Limitation of Liability

Art. 6.1

The liability which Induxx may incur derives from a reasonable effort obligation (inspanningsverbintenis/obligation de moyen) and the End User will have to provide proper proof of such liability.

Art. 6.2

Induxx will only be liable for damages which was directly caused by Induxx, this however limited to an amount of the Induxx Module cost, except in case of misconduct and fraud and this regardless whether the claim is based on a contractual or non- contractual basis.

Art. 6.3

The End User must inform Induxx in writing of any event which can engender Induxx’s liability or of each loss suffered by the End User, and this as soon as possible and at the latest fifteen (15) days from the onset of such event or loss, or, at least, from the moment the End User was aware or should have been aware of this event or loss. This must enable Induxx to determine the origin and causes of the detriments within a reasonable period of time. Failure to do so entitles Induxx to refuse any payment of damages and to reject any liability.

Art. 6.4

Is excluded from liability:

• The reimbursement by Induxx for all indirect or consequential damage, including financial or commercial losses, loss of profit, the increase in general costs, disturbance of the planning, loss of anticipated profits, loss of capital, loss of customers, lost opportunities, loss of data, loss of benefits, damage to and loss of files, etc., that result from the execution of this agreement.

• Damage caused by the fault or mistake of the End User.

• Reimbursement of all direct or indirect damage caused using the Induxx Software Product.

• Compensation for the damage that is wholly or partly cause by software or hardware provided or created by third parties, or by any other element of the End User’s business.

• All third-party claims directed against the End User.

• Social unrest, strikes, force majeure, act of third parties or all other circumstances beyond control of Induxx.

• Viruses in the system of the End User and the consequences thereof. The above limitations apply to the maximum extent permitted by Belgian Law.

Art. 6.5

Induxx is not liable for any claim concerning the infringement of intellectual property rights based on:

• The use of a modified or old version of (a part of) the developments, if the infringement could have been prevented by using the unmodified or most recent version made available by Induxx; or

• Information, designs, specifications, instructions, software, data or other materials which were not developed by Induxx.

Art. 6.6

The limits on liability of this article will apply regardless of the fact that End User informed Induxx of the existence of a real risk of damage. The Parties acknowledge that this constitutes a reasonable allocation of the risk.

Art. 7 Infringement of Intellectual Property

Art. 7.1

Induxx warrants that it is the owner of the Induxx Software Product and all rights pertaining thereto, including intellectual property rights, or has adequate rights to grant the license to the End User.

Art. 7.2

Induxx shall protect, defend, or at the sole discretion of Induxx settle, indemnify and hold the End User harmless against third party claims which are asserted against the End User to the extent that such claims are based upon contention that the Induxx Software Product or any part thereof infringes any copyrights, trademarks or trade secrets of any third party under the laws of the country, provided that:

• The End User notifies Induxx promptly in writing of any claim in sufficient time to enable Induxx to protect its interests without prejudice.

• Induxx has the sole right to control the defense and/or settlement thereof.

• The End User provides all relevant information and reasonable cooperation to Induxx in its defense of such claim, of which the costs will be borne by Induxx.

• The End User shall not admit or settle any such claim without the prior written consent of Induxx.

Art. 8 General Provisions

Art. 8.1

The End User is not entitled to assign, pledge or otherwise dispose of its rights or obligations under this EULA to any third party without the prior written consent of Induxx.

Art. 8.2

This EULA contains the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes and replaces all prior agreements or understandings, whether written or oral, with respect to the same subject matter that are still in force between the Parties. This EULA shall supersede both Parties general terms of agreement insofar that these are contrary to any of the articles of this EULA.

Art. 8.3

Whenever possible, the provisions of this EULA shall be interpreted in such a manner as to be valid and enforceable under the applicable law. However, if one or more provisions of this EULA are found to be invalid, illegal or un-enforceable, in whole or in part, the remainder of that provision and of this EULA shall remain in full force and effect as if such invalid, illegal or unenforceable provision had never been contained herein. Moreover, in such an event, the Parties shall amend the invalid, illegal or unenforceable provision(s) or any part thereof and/or agree on a new provision in such a way as to reflect insofar as possible the purpose of the invalid, illegal or unenforceable provision(s).

Art. 8.4

Any failure or delay by a Party in exercising any right under this EULA, any single or partial exercise of any right under this EULA or any partial reaction or absence of reaction by a Party in the event of a violation by the other Party by 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 that party’s rights under this EULA or under the said provision(s), nor shall it preclude any further exercise of any such rights. Any waiver of a right must be express and in writing. If there has been an express written waiver of a right following a specific failure by a Party, this waiver cannot be invoked by the other Party in favor of a new failure, similar to the prior one, or in favor of any other kind of failure.

Art. 8.5

All notices and other forms of communication required under this EULA must be sent to:

• e-mail: info@induxx.be; or

• Induxx NV, Veldkant 33A, 2550 Kontich - Belgium

When the End User send e-mails to Induxx, the End User is communicating with Induxx electronically. The End User expressly consents to receive the communications from Induxx electronically. Induxx will communicate with the End User by e-mail. The End User agrees that all agreements, notices, disclosures and other communications which are provided by Induxx electronically to the End User satisfy any legal requirement that such communications must be in writing.

Art. 8.6

None of the provisions in this EULA can be interpreted as indication the intent of the Parties to form a partnership, association or joint venture.

Art. 8.7

All rights and obligations pursuant to this EULA which by their wording or nature shall continue after expiration or termination of this EULA, shall survive. This includes, without limitation, the provisions regarding Intellectual Property, Warranties and Limitation of liability.

Art. 9 Applicable Law and Jurisdiction

Art. 9.1

All issues, questions, disputes concerning the validity, interpretation, enforcement, performance and termination of this EULA shall be governed by and construed in accordance with Belgian law, with exclusion of the Vienna Sales Convention of 1984 (CISG). No effect shall be given to other choice-of-law or conflict-of-laws rules or provisions (Belgian, foreign or international), that would cause the laws of any other jurisdiction to be applicable.

Art. 9.2

Any dispute concerning the validity, interpretation, enforcement, performance and termination of this EULA shall be submitted to the exclusive jurisdiction of the Antwerp (Belgium) courts.