END USER LICENSE AGREEMENT
Last updated: 2020-02-16

The terms of this license can be found at http://www.features-analytics.com/eula
Between “Features Analytics SA” and the “End User”.
Features Analytics SA and the End User, collectively, the “Parties”, and, individually, a “Party”.
1.	DEFINITIONS
2.	GRANT OF LICENSE
3.	TERMS OF USE
4.	FEES
5.	HARDWARE
6.	INSTALLATION AND UPDATES
7.	PROPRIETARY RIGHTS
8.	MAINTENANCE AND SUPPORT
9.	OTHER SERVICES
10.	WARRANTY AND LIABILITY
11.	TERM AND TERMINATION
12.	RESELLER EXPIRY OR TERMINATION
13.	END OF LICENSE
14.	MISCELLANEOUS
15.	GOVERNING LAW AND ARBITRATION

1.	DEFINITIONS
Unless the context otherwise requires, terms used in this Contract shall have the meanings specified below:
1.1 “Activation Date” means the date on which the Software is first operational and activated for use by the End User.
1.2 “Contract” means this license agreement including all exhibits and schedules hereto.
1.3 “Effective Date” means the date of signature of this Contract by both Parties.
1.4 “Fees” means the License Fee and the Maintenance Fee.
1.5 “Hardware” means the equipment (physical or virtual) on which the Software is installed.
1.6 “License Fee” means the initial license fee paid by the End User for the use of the Software.
1.7 “Maintenance Fee” means the annual maintenance fee paid by the End User for maintenance, support and updates provided by Features Analytics SA for the Software.
1.8 “Non-Proprietary Programs” means any computer programs not falling under the definition of Software. 
1.9 “Reseller” means the person or entity acting as reseller of the Software, either alone or as part of a Solution.
1.10 “Reseller Agreement” means the agreement between Features Analytics SA and the Reseller relating to the Software.
1.11  “Software” means any computer program developed by Features Analytics SA and provided to the End User under the terms and conditions of this Contract, together with, without limitation, input and output formats, source and object codes, program listings, data models, flow charts, outlines, narrative descriptions, operating instructions and supporting documentation, including the media on which the programs and documentation are recorded and all authorized copies and reproductions, patches, corrections, translations, updates, enhancements, new releases and all other modifications.
1.12 “Solution” means any combination of Software with Hardware and/or other computer programs, licensed and/or sold by the Reseller to the End User in the exercise of its activity as a value-added reseller.
1.13 “First, Second and Third Level Maintenance and Support Services” means as follows:
First Level Maintenance and Support Services:
-	providing first point of contact (help desk) assistance to End Users;
-	providing first identification, classification and analysis of the error;
-	verify if the “The Buyer” uses the product appropriately, check if there are issues with configuration or other uses within existing functionality;
-	apply existing workarounds or fixes to the error, if any;
-	if no solution can be found, 2nd Level will be contacted within Features Analytics
Second Level Maintenance and Support Services:
-	provide feedback to 1st Level;
-	provide root cause analysis assistance to 1st Level;
-	confirm cause of the error;
-	develop workarounds, patches or temporary fixes that do not alter the product itself;
-	provide information on solutions reached to 1st and 3rd Level;
-	if no solution can be found, the 3rd Level will be contacted within Features Analytics.
Third Level Maintenance and Support Services:
-	interact with 2nd Level to confirm root cause analysis, when requested;
-	address and resolve errors that require modifications to the product, by issuing a permanent fix, patch or new Release.
2.	GRANT OF LICENSE
2.1 The Software is licensed to the End User for the duration of this Contract, not sold.
2.2 Subject to the End User’s compliance with the terms and conditions of this Contract, including, but not limited to, the timely payment of the License Fee and Maintenance Fee, Features Analytics SA grants to the End User, who accepts, a limited, non-exclusive, non-transferable right to use the Software during the term of this Contract solely for the Licensee’s intended business purposes.
3.	TERMS OF USE
3.1 The End User shall not copy or reproduce the Software in whole or in part except for backup purposes and provided that the backup copy shall not execute unless the backed-up live copy of the Software cannot execute.
3.2 The End User shall not unbundle the Software in whole or part.
3.3 The End User shall not rent, sell, lease, assign, transfer or sublicense the Software to any third party.
3.4 The End User shall not amend, improve, transform, alter, adapt or otherwise modify the Software, or reverse engineer, decompile, disassemble or otherwise attempt to reproduce the source code of the Software except to the extent expressly permitted by applicable laws to achieve interoperability with related Non-Proprietary Programs, or as expressly permitted in writing by Features Analytics SA. Any alteration shall be without prejudice to the proprietary rights of Features Analytics SA and shall become the property of Features Analytics SA pursuant to Article 7.2 whether effected by Features Analytics SA or by the End User.
4.	FEES
4.1 The End User shall pay an initial License Fee for the license and recurrent annual License and Maintenance Fees for the continued license, use, maintenance, support and availability of updates of the Software.
4.2 The amount of the License Fee shall be as specified in the proposal to the End User presented by Features Analytics or by the Reseller and approved by Features Analytics SA. The License Fee shall be payable in full within 30 days of the Activation Date.
4.3 The Maintenance Fee is equal to 20% of the License Fee. The Maintenance Fees shall be payable the first time within 30 days of the Activation Date, and within 30 days of each anniversary of the Activation Date thereafter for the duration of this Contract.
4.4 The annual recurrent License Fees shall be payable within 30 days of each anniversary of the Activation Date thereafter for the duration of this Contract.
4.5 The Fees are payable directly to Features Analytics SA.
5.	HARDWARE
5.1 All Hardware or Non-Proprietary Programs that are required for the Solution shall be procured and operated by the End User at their sole risk and under their sole responsibility.
5.2 Features Analytics SA shall not be responsible for the procurement, installation, maintenance, proper functioning, replacement, upgrade, or any other activity in relation to the Hardware or Non-Proprietary Programs.
5.3 Features Analytics SA may decline to provide any support, maintenance or Related Services in relation to the Hardware or Non-Proprietary Programs components of the Solution. Any support, maintenance or Related Services provided by Features Analytics SA in relation to such a Hardware component is provided under the express understanding that Features Analytics SA provides no warranty and accepts no liability for the proper functioning of the Hardware or Non-Proprietary Programs save for wilful intent or gross negligence on its part.
6.	INSTALLATION AND UPDATES
6.1 In the event of the installation of the Software on Party’s premise, the End User shall bear the full cost of the initial installation of the Solution and of the Software.
6.2 Features Analytics SA may provide updates to the Software from time to time. For the Software installed on Party’s premise, Features Analytics SA assumes no responsibility for the proper installation of updates other than making the updates available to the End User directly with appropriate instructions for installation. Features Analytics SA shall not be required to install an update where the End User should fail to do so for whatever reason. The installation of updates is not an activity included within the scope of the maintenance and support services that may be provided by Features Analytics SA pursuant to Article 8.
7.	PROPRIETARY RIGHTS
7.1 The Software, including operating instructions and supporting documentation, and any copy thereof, is and shall remain the sole and exclusive property of Features Analytics SA.
7.2 All modifications, amendments and improvements brought to the Software shall be the sole and exclusive property of Features Analytics SA and shall be subject to the same level of protection as the Software itself under this Contract.
8.	MAINTENANCE AND SUPPORT
8.1 First level maintenance and support related to the Software are provided to the End User by the Reseller or by Features Analytics SA in accordance with the software and maintenance contract that will be issued.
8.2 Features Analytics SA shall deploy all commercially reasonable efforts to provide second level maintenance and support related to the Software when the first level support is insufficient to resolve the issue.
8.3 If first and second levels of maintenance and support are insufficient to resolve an issue, Features Analytics SA may provide the third level of support under terms and conditions to be determined between Features Analytics SA and the End User on a case-by-case basis.
9.	OTHER SERVICES
9.1 Features Analytics SA may provide the End User with other services needed to adapt the Solution or the Software to the specific requirements of the End User.
9.2 The terms and conditions pursuant to which such other services shall be rendered by Features Analytics SA shall be determined between Features Analytics SA and the End User on a case-by-case basis. Unless expressly agreed otherwise, Features Analytics SA shall provide such services during working hours, i.e. Monday through Friday from 8:00am to 6:00pm CET.
10.	WARRANTY AND LIABILITY
10.1 Features Analytics SA guarantees that the Software shall substantially conform to the Documentation. Features Analytics SA does not guarantee however that the Software is free from bugs, errors or omissions. This warranty covers the Software for a period of one (1) year following delivery of the Software to the End-User. To the maximum extent allowed by law, Features Analytics SA disclaims all other warranties including, but not limited to, any implied warranty to merchantability or fitness for a particular purpose, as well as any warranty relating to the Solution.
10.2 Under no circumstances shall Features Analytics SA be liable for any direct, indirect, incidental, consequential, pecuniary or non-pecuniary damages, costs, loss of revenue or profits, loss of data or any other claims arising out of or in connection with the use or operation by the End User, or the inability of the End User to use or operate the Software or the Solution.
10.3 Under no circumstances shall Features Analytics SA be held responsible for any damages affecting the IT environment of the End User due to the use or operation of the Solution or of the Software. The End User shall remain solely responsible for the interfacing of the Solution and of the Software with its IT environment and for the safety of its IT environment as well as of all the data processed by it.
10.4 No third party, including the Reseller, may make additional warranties on behalf of Features Analytics SA or modify the warranties as set out in this Article 10.
10.5 In any event, the liability of Features Analytics SA shall be strictly limited to the amount of the Maintenance Fees effectively paid by the End User for the year of use during which the damageable event occurred.
11.	TERM AND TERMINATION
11.1 This Contract shall come into force as of the Effective Date for an initial term of one year as of the Activation Date or according to the specifications in the contract issued case by case.
11.2 This Contract shall renew automatically for terms of one year each unless either Party gives 60 days notice by registered post before the anniversary date of the Activation Date on which this Contract is due to expire.
11.3 Either Party may terminate this Contract for cause with immediate effect by notice by registered mail or express courier. A cause shall be deemed as given in particular, but by no way of limitation:
(i) if the other Party is in breach of its obligations hereunder and fails to remedy the breach within thirty days after written notice by the aggrieved Party, insofar as the breach is capable of remedy; or
(ii) if the other Party becomes insolvent, enters into compulsory or voluntary liquidation, or files for bankruptcy or a petition for moratorium, or is the object of such a filing by a third party.
11.4 Features Analytics SA may suspend performance or terminate this Contract with immediate effect by notice given by registered mail or express courier if the End User fails to pay any License Fee or Maintenance Fee in full.
12.	RESELLER EXPIRY OR TERMINATION
12.1 The expiry or termination of the Reseller Agreement shall not affect the term or termination conditions of this Contract.
12.2 Features Analytics SA shall immediately inform the End User of the expiry or termination of the Reseller Agreement. 
13.	END OF LICENSE
13.1 Upon suspension of its rights under this Contract or upon expiry or termination of this Contract pursuant to Article 11 or any other relevant statutory or contractual provision, the End User shall stop using the Software immediately.
13.2 Upon Features Analytics SA’ request, the End User shall immediately remove the Software or cause the Software to be removed from any Hardware in the possession of the End User or used by or for the End User, including any backup copies of the Software.
14.	MISCELLANEOUS
14.1 Assignment. Neither this Contract nor any right or obligation hereunder or interest herein may be assigned, transferred or otherwise delegated by the End User without the express prior written consent of Features Analytics SA.
14.2 Amendments. Changes, amendments and supplements to this Contract, including to this Article 14.2, must be made in writing and signed by both Parties.
14.3 Severability. If any provision of this Contract is held to be unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the Parties to this Contract to the fullest extent possible. In any event, all other provisions of this Contract shall remain valid and enforceable to the fullest extent possible.
14.4 Entire Agreement. This Contract contains the entire agreement between the Parties relating to the subject matter of this Contract and supersedes all prior agreements, negotiations, correspondence, undertakings and communications of the Parties, whether oral or written, with respect to such subject matter.
14.5 No Waiver. The failure of any of the Parties to enforce any of the provisions of this Contract or any rights with respect thereto shall in no way be considered as a waiver of such provisions or rights or in any way affect the validity of this Contract. The waiver of any breach of this Contract by any Party shall not operate to be construed as a waiver of any other prior or subsequent breach.
15.	GOVERNING LAW AND ARBITRATION
15.1 This Contract shall be governed by Belgium law, to the exclusion of conflict of laws provisions thereof.
15.2 Any dispute, controversy or claim arising out of or in relation to this Contract, including the validity, invalidity, breach or termination thereof, shall be settled exclusively by the courts of Nivelles, Belgium, subject to appeal to the Belgium Federal Tribunal.
IN WITNESS WHEREOF, each of the Parties has caused this Contract to be executed by its duly authorized representatives.