licence agreement

1. Definitions

 

For the purposes of this Licence Agreement, the following terms shall have the following meaning, in singular as well
as in plural:

1.1 “Rever”: the “Société Anonyme” incorporated under the laws of Belgium
“Rever”, with its registered office at 5000 NAMUR (Belgium), Rue Godefroid 5-7,
registered with the RPR/RPM in Namur under number BE 0862 383 151.

1.2 “Rever Website”: the website with url https://www.rever.eu

1.3 “Cutomer”: any natural person or legal entity that demands a price request regarding, places an order
regarding, buys and/or uses a Product, as well as everyone who demands a price request regarding, places an
order regarding, buys and/or uses a Product in the name or on behalf of any other natural person and/or legal
entity.

1.4 “Parties”: Rever and the Customer.

1.5 “Licence Agreement”: the present licence agreement, which is referred to in the general terms and
conditions of Rever as the “end user licence agreement (EULA)”.

1.6 “Purchase Agreement”: the agreement for the sale and purchase of specific Products, as concluded between
the Customer and Rever, in accordance with Rever’s general terms and conditions, as published on its
online website/application/platform.

1.7 “Products”: the packages of Software licences and services provided by Rever, as presented on the
Rever Website.

1.8 “Software”: the computer programs which are developed and owned by Rever and/or its technology partners,
for which the Customer purchased a Licence through the Purchase Agreement.

1.9 “Licence”: the rights defined in article 2 of this Agreement.

1.10 “User”: any natural person or legal entity that has been authorised by the Customer to use the Software
under the responsibility of the Customer and/or in his name and/or on his behalf.

1.11 “Identity”: the unique digital identity, provided to the Customer by Rever and/or the
Customer, by means of which the Customer can access the Software.

1.12 “Intellectual Property Rights” shall mean all the possible intellectual industrial and other property rights
(either registered or not), including – without being limited hereto – copyrights, related rights, trademarks, trade
names, logo’s, design rights or applications for design registration, patents, patent applications, domain names,
knowhow and rights regarding databases, computer programs and semiconductors.

 

2. Scope of application

 

2.1 By concluding the Purchase Agreement, using the Products, Software, requesting
and/or accepting an Identity, every Customer and/or User agrees to comply with the present Licence Agreement.

2.2 Whenever a User uses the Software, this implies that he and/or the Customer he represents agree with this
Licence Agreement, endorse it explicitly without any reservation or condition and are bound by its terms.

2.3 This Licence Agreement does not prejudice the rights that are legally granted to the Customer in a mandatory
manner in accordance with the applicable national regulations regarding consumer protection.

2.4 Rever reserves the right to amend and/or adjust this Licence Agreement at any time whatsoever.

2.5 Whenever the Licence Agreement is renewed in conformity with article 7.2, and/or whenever the Customer
and/or User downloads a new version of the Software, the most recent version of this Licence Agreement shall
apply.

 

3. Licence & Intellectual Property

 

3.1 The Software and all elements they contain are and remain property of Rever and/or her licensors and
are protected by the Intellectual Property Rights of Rever and her licensors.

3.2 Rever and/or her licensors shall be the sole and exclusive owner of all the Intellectual Property Rights
regarding all new developments, improvements and information related to or in the field of the intellectual
property of the Software.

3.3 Rever hereby grants the Customer as of the conclusion of the Purchase Agreement, and in accordance
therewith, a non-exclusive and revocable licence to use the intellectual property of the Software he has developed.
(hereinafter referred to as the “Licence”).

3.4 Rever may – without being obliged thereto – provide the Customer with updates and upgrades, in the
form of new versions of the Software. Rever reserves the right to cease the support of other versions than
the most recent version of the Software that was made available to the Customer, and this, without prior notice
and without recovery of charges from Rever.

3.5 Nothing herein is intended or shall be deemed or implied to constitute a sale or assignment of the intellectual
property of the Software by Rever.

 

4. Users & Identity

 

4.1 The Customer shall, in accordance with the Purchase Agreement, receive one Identity which may be used
for one or more devices depending on the purchased Product.

4.2 The Customer may appoint one or more Users to use the rights from the Licence in his name and on his
behalf. The Customer may therefore provide the Identity to his User(s).

4.3 All information relating to the Identities is confidential. The Customer shall take all reasonable measures to
prevent unauthorised parties from obtaining information relating to the Identities provided to the Customer
and/or User.

4.4 The Customer guarantees that all Users will comply with all provisions of this Licence Agreement.

4.5 The Customer is solely and exclusively responsible for managing the Users and Identity and shall take –
without any delay – all reasonable measures to prevent a User who is no longer authorised to use the Software
and/or intellectual property of the Software (e.g. in the event such User is no longer employed by the Customer)
from using that Software and/or intellectual property.

 

5. Obligation of the customer and user(s)

 

5.1 The Customer and Users undertake to use the Software and/or intellectual property of the Software for legal
purposes only.

5.2 The Customer and Users undertake to respect all Intellectual Property Rights regarding the Software and all
elements they contain.

5.3 The Customer and Users are explicitly prohibited:

a. to duplicate, copy, display, send, publish and/or sell, in any form whatsoever, the intellectual
property of the Software, without Rever’s prior written consent;

b. to allow access to the Software and/or to the intellectual property of the Software to any
unauthorised parties, irrespective of whether such access is provided with or without any direct or
indirect consideration;

c. to use the intellectual property of the Software for illegal purposes;

d. to use the intellectual property of the Software in any manner that might prejudice Rever’s,
its licensors’ and/or any other party’s rights;

e. to use any errors in the Software and/or in the intellectual property of the Software – whether or
not such errors are known to Rever and/or its licensors’ – to its own advantage or to the
advantage of any third parties.

 

5.4 In the event the Customer and/or User(s) detect a (potential) error or misstatement in the Software and/or
in the intellectual property of the Software, he/they shall immediately inform Rever thereof.

5.5 The Customer and User(s) undertake to take all reasonable measures to prevent any infringement of
Rever’s and her licensors’ Intellectual Property Rights.

5.6 In the event the Customer and/or User(s) detect a potential infringement of Rever’s and/or her
licensors’ Intellectual Property Rights, he/they shall immediately inform Rever thereof.

 

6. Transfer, Assignment & Sublicences

 

6.1 The Customer is not entitled to assign, pledge or otherwise dispose of its rights or obligations under this
Licence Agreement to a third party without the prior written consent of Rever.

6.2 Rever is entitled to assign, pledge or otherwise dispose of its rights or obligations under this Licence
Agreement to a third party, also in the case it transfers its entire business (or any part thereof) to a third party.

6.3 The Customer is not authorised to provide sub-licences.

 

7. Duration

 

7.1 The Licence granted in article 3 of this Licence Agreement shall remain in effect as determined for that
specific Product in the Purchase Agreement.

7.2 In the event the Customer agreed that the purchase of a specific Product shall be automatically
renewed, the Licence for the Software concerned will be renewed accordingly, in conformity with article 2.6.

 

8. Termination

 

Notwithstanding article 7 of the present Licence Agreement, Rever shall have the right at any time during
the duration of this Licence Agreement, to terminate it forthwith by sending a written notice to this effect to the
Customer by registered mail, specifying the reasons for the termination, in the following events:

a. if the Customer and/or his User(s) breach any of their obligations under this Licence Agreement
notwithstanding a written request from Rever to refrain from such a breach, and, if possible, to
prevent such a breach or breaches from occurring in the future and to rectify the situation, and the
Customer fails to comply with such a request within a period of thirty (30) days after receipt of that
request;

b. if Rever detects a material breach of the Licence Agreement, such as among others – and without
being limited thereto – breach of the Customer’s obligations under articles 4.2, 5.3, 6, 9 and/or 13.

c. in the event of any change to the situation of the Customer, such as decease, conversion, merger,
takeover, transfer, liquidation, suspension of payments, collective composition or out of court
settlement, application for postponement of payment, closing down activities, seizure or any other
circumstance that could harm confidence in the Customer’s creditworthiness.

 

9. Validity of intellectual property rights

 

9.1 The Customer hereby recognises the validity of the Intellectual Property Rights regarding the Software and
shall refrain for the duration of this Licence Agreement from denying, challenging or attacking such validity and
from assisting any other party in denying, challenging or attacking such validity by furnishing information or
advice or otherwise.

9.2 In case any third party denies, challenges or attacks the validity of any Intellectual Property Rights regarding
the Software, the Customer shall inform Rever without any delay.

 

10. Liability

 

10.1 Rever is not responsible for the content and/or use of the Software and/or the intellectual property
of the Software by the Customer and/or User(s).

10.2 The Customer and/or User(s) shall at all times use the Software and/or intellectual property of the Software
at their own risk and responsibility.

10.3 The Software is provided to the Customer “as is”, without any explicit or implicit guarantees of any nature,
express or implied, including – without being limited thereto – the warranties of accuracy, correctness,
reliability, recency, fitness for a particular purpose, title and non-infringement or result of use.

10.4 The Customer is solely and exclusively responsible for obtaining, configuring and maintaining all computer
hardware, software, and other equipment and services necessary for the use of the Software by the Customer
and/or User(s).

10.5 Rever’s liability is limited to the responsibility imperatively imposed on it by the applicable law and is
under all circumstances limited to the lowest of the following amounts: (1) the amount invoiced for
the Software over the last 6 months; and (2) the amount Rever can recover under the insurance policies
taken out by Rever.

10.6 Rever will under no circumstances be held liable for any indirect damages (including – without being
limited thereto – loss of profits), damages caused by the Customer, User(s) and/or third parties, damages
resulting from incorrect or inadequate use of the Software and/or damages resulting from non-compliance by
the Customer and/or User(s) with statutory and/or other obligations.

10.7 Rever will under no circumstances be held liable for any damages resulting from the Customer’s
and/or Users’ failure to comply with their obligations under the Purchase Agreement, this Licence Agreement,
and among others – without being limited thereto – to retrieve and verify all required and useful information,
nor for any damages resulting from incorrect and/or incomplete information that was provided to the Customer
and/or User(s) by Rever and/or any third party.

10.8 Rever will not be liable for any loss or damages suffered by the Customer, Users and/or any third
party as a result of any failure or refusal by Rever and/or its licensors to give effect to, or for any failure or
delay by Rever in receiving, accessing, processing or accepting any communication sent to Rever or
for any loss or damages suffered as a result of the operational failure, malfunction, interruption, change,
amendment or withdrawal of the Software.

10.9 Without prejudice to the aforementioned, Rever, its licensors and providers make no representation,
warranty or condition that:

a. the Software will be compatible with the devices, computers or servers  and related equipment and software of the Customer
and/or User(s);

b. the Software will be available or will function without interruption or will be free of errors or that any
errors will be corrected;

c. the Software will meet the requirements of the Customer and/or User(s);

d. the information contained in the Software will be accurate, complete, sequential or timely;

e. certain or any results may be obtained through the use of the Software;

f. the use of the Software will be free of viruses, Trojan horses, worms or other destructive or disruptive
components.

 

11. Idemnification

 

11.1 The Customer shall indemnify Rever and hold it harmless from and against any and all claims and
procedures initiated by third parties, that might arise or result from any action or omission by the Customer
and/or User(s), in violation of this Licence Agreement and/or any other (statutory) obligations of the Customer.

11.2 The Customer shall compensate Rever for all damages, including judicial and other costs, occurring
in relation to its defence regarding the claims and/or procedures mentioned under article 11.1.

 

12. Confidentiality

 

12.1 The Customer and/or User(s) undertake to treat all the information related to the Licence Agreement,
including but not limited to documents, models and drafts, designs, reports, records or other secret documents,
whether written or oral, as strictly confidential and not to divulge or disclose any part thereof to any third party.
Upon first request, the aforementioned information must be returned to Rever.

12.2 This confidentiality obligation also continues after the end of the Licence Agreement, at least until the
information in question has entered the public domain without the fault of the Customer and/or his User(s).

 

13. Non-Competition

 

The Customer and Users, as well as the persons they are controlled by, as well as their directors shall refrain
from exercising, during the full term of this Licence Agreement and for a period of two (2) years after the
termination of this Licence Agreement within all countries in which Rever develops its business directly
or indirectly, any activity, directly or indirectly, which competes with the business of Rever, either
directly or indirectly, either as an employee, director, shareholder, agent, consultant, agent or lender of a
company, association or other entity or acting in any other capacity.

 

14. Personal Data

 

14.1 The Customer and Users give Rever their approval to record the personal data they supply in an
automated database. These data will be used for the purpose of conducting information and promotion
campaigns and statistical analysis with regard to the products and services provided by Rever. The
Customer and Users give Rever their approval to transfer these data to third parties.

14.2 The Customer and Users may always request for communication and correction of their data. If the
Customer or User no longer wish to receive commercial information from Rever, they shall notify
Rever thereof.

14.3 The Customer gives Rever his approval to use footage and images of the products and/or services
delivered to the Customer for the purpose of among others – and without being limited thereto – general
information, advertising purposes, publication on the Rever Website, publication in flyers or folders, etc.

14.4 The Customer explicitly approves that Rever may mention him as a reference with regard to the
Products purchased and provides Rever a right to use the Customer’s name, trademark and logo for that
purpose.

14.5 The Customer is solely and exclusively responsible for the recording and processing of personal data that
are collected and/or processed through the applications which are tested with the Software.

14.6 Regarding the protection of personal data, Rever takes, to its best efforts, adequate and appropriate
technical and organisational measures required for the protection of any personal data it processes against any
occasional or unauthorised destruction, occasional loss, as well as against alterations of or access to and against
any other non-authorised processing of such personal data.

 

15. Miscellaneous provisions

 

15.1 This Licence Agreement 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 still in force between the Parties.

15.2 Any amendments to this Licence Agreement, as well as any additions or deletions, must be agreed in writing
by all Parties.

15.3 Whenever possible, the provisions of this Licence Agreement shall be interpreted in such a manner as to
be valid and enforceable under applicable law. However, if one or more provisions of this Licence Agreement
are found to be invalid, illegal or unenforceable, in whole or in part, the remainder of that provision and of this
Licence Agreement 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).

15.4 Any failure or delay by Rever in exercising any right under this Licence Agreement, any single or partial
exercise of any right under this Licence Agreement or any partial reaction or absence of reaction by Rever
in the event of violation by the Customer and/or User(s) of one or more provisions of this Licence Agreement,
shall not operate or be interpreted as a waiver (either express or implied, in whole or in part) of Rever’s
rights under this Agreement or under 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 the Customer and/or Users, this waiver cannot be invoked by the Customer and/or
User(s) in favour of a new failure, similar to the prior one, or in favour of any other kind of failure.

15.5 All notices and other forms of communication required under this Licence Agreement must be in writing
and sent to the receiving Party by registered mail (return receipt requested). Any notice shall be considered to
have been delivered to the receiving Party three (3) working days following the date of mailing.

15.6 Except as provided otherwise, the Customer is considered to have chosen residence at the billing address
provided to Rever in the Purchase Agreement.

15.7 The Customer may change the address to which notices are to be sent by giving Rever written notice
to this effect conform article 15.6.

15.8 Articles 12 and 13 shall survive and continue in full force and effect in accordance with these terms
notwithstanding the expiry or termination of this Licence Agreement.

 

16. Applicable law & mediation

 

16.1 The Licence Agreement is governed by Belgian law.

16.2 The Parties hereby undertake to apply the CEPANI Mediation Rules to all disputes arising out of or in
connection with this Licence Agreement. The place of the mediation shall be Brussels. The proceedings shall be
conducted in English or French. Should the mediation fail, the dispute shall be finally settled under the CEPANI Rules of Arbitration by one arbitrator appointed in accordance with the said Rules. The place of the arbitration shall be
Brussel. The arbitration shall be conducted in English.

Private & Confidential. Copyright Rever SA, Rue Godefroid 5-7, 5000 Namur Belgium. All rights reserved.