1. License

Sentiance hereby grants Licensee a non-exclusive, non-transferable, royalty-free, revocable right to access through a web interface the Sentiance software-as-a-services platform (“Platform”) that allows for initialization of and reporting on Sentiance’s Journeys mobile application (“Journeys”) installed by Licensee’s End Users on their mobile devices. “End User” shall mean any person to which Licensee distributes its credentials to download and use Journeys and access the Platform.

2. Restrictions

Licensee will not, and will ensure that its End Users shall not (1) disclose to any third party its credentials; (2) decompile, disassemble, analyze or examine Journeys or the Platform or otherwise attempt to learn the source code, structure, algorithms or ideas underlying the foregoing (except to the extent allowed by the applicable laws), e.g. for the purpose of reverse engineering, re-engineering or rebuilding an application or platform with the same or similar functionalities; (3) attempt to access any systems, programs or data of Sentiance to which no access is granted hereunder or that are not required for Licensee’s activities in connection with these Terms and Conditions; or (4) use any device or software to interfere or attempt to interfere with the proper operation of the Platform.

3. Intellectual Property Rights

Journeys and the Platform are protected by applicable Belgian and foreign laws and treaties, including copyright laws and treaty provisions. Sentiance and its third party licensors retain all title to, and, except as expressly and unambiguously licensed herein, all rights and interest in Journeys and the Platform and all copies, versions, enhancements and derivative works thereof (by whomever produced) and all related documentation and materials, the Sentiance trademarks, trade names, icons and logos, and any and all intellectual property throughout the world in the foregoing. Except for the limited license granted herein, nothing herein shall be construed as Sentiance granting to Licensee or an End User any right, title or interest in or to Journeys or the Platform or any patent, trade secret or other intellectual property rights of Sentiance. Any anonymous data provided by Journeys to the Platform is owned by Sentiance and may be used for its internal business and marketing purposes, which include building statistical models and profiles. Sentiance grants Licensee a non-exclusive, non-transferable, royalty-free license to use for its internal business purposes any reports, statistics and other data made accessible by Sentiance to Licensee though the dashboard of the Platform. Sentiance may utilize all comments, suggestions and reports, whether written or oral, furnished by Licensee to Sentiance in connection with its access to and use of the Platform and Journeys (“Feedback”). Licensee hereby grants to Sentiance a worldwide, non-exclusive, irrevocable, perpetual, royalty-free right and license to incorporate the Feedback into Sentiance products and services.

4. Warranties

Licensee warrants that (i) it will abide by all applicable laws and regulations, including data transfer and privacy laws and all laws, rules and regulations applicable to the subject matter hereof, and (ii) each End User shall accept Journey’s privacy policy and grant the permissions required by such policy. Other than as expressly set forth herein, Sentiance does not make any express or implied warranties, conditions, or representations to Licensee or the End User with respect to Journeys or the Platform or otherwise regarding these Terms and Conditions, whether oral or written, express or implied. Without limiting the foregoing, any implied warranty or condition of merchantability, the implied warranty against infringement, and the implied warranty or condition of fitness for a particular purpose, quality, accuracy or availability are expressly excluded and disclaimed. Sentiance does not warrant that the use of Journeys or the Platform shall be uninterrupted or error-free and has no obligation to support Licensee or the End Users.

5. Liability and indemnity

To the maximum extent permitted by law, Sentiance will not be liable for (1) any lost data or other indirect or consequential damages of any character, including, without limitation, damages for loss of profits, loss of goodwill, work stoppage, device failure or malfunction, or any and all other commercial damages or losses, (2) the cost of procuring substitute products, services or technology, or (3) any amounts in excess of five hundred euro. Licensee shall indemnify, defend and hold Sentiance harmless from and against all claims, suits, proceedings, awards, judgments, penalties, damages, losses, liabilities, costs and expenses resulting from any and all third party (including End Users) claims against Sentiance relating to any breach of these Terms and Conditions by Licensee or the End Users.

6. Termination

Sentiance reserves the right to change, modify and discontinue Journeys or any part of the Platform at any time. Each party may terminate this agreement by giving ten days prior written notice to the other.

7. Miscellaneous

In the event that any provision hereof shall be held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect. These Terms and Conditions are governed by and construed under the laws of Belgium, without regard to its conflicts of law principles. The parties agree that any legal proceeding with respect to or arising under these Terms and Conditions shall be brought exclusively in the Courts of Antwerp, Belgium. Sentiance has the right to disclose any Licensee and End User information to law enforcement authorities, government officials or a third party, as Sentiance believes is reasonably necessary to enforce or verify compliance with these Terms and Conditions or comply with the law. These Terms and Conditions may not be modified or amended except by a writing signed by the parties. The failure of either party to enforce any provision of these Terms and Conditions shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of these Terms and Conditions. Neither this Agreement nor any of Licensee’s rights or obligations hereunder can be assigned by Licensee without the previous written consent of Sentiance.