IMPORTANT - PLEASE READ THIS CAREFULLY This Software License Agreement (hereinafter “Agreement”) and Service Level Terms CORD Finance is a legal agreement between you as a sole trader, company or organisation (hereinafter “CLIENT”) and Yellowtail B.V. (hereinafter “Yellowtail”) in respect of the Cord Finance software (hereinafter “Yellowtail Standard Software and Modified Software”). These Licenses are intended to govern all the rights and obligations of the Parties in relation to the Standard and Modified Software and the CORD Support as specified in the CORD Finance Contract. The agreement between parties consists of the CORD Finance Contract, the Service Level Terms CORD Finance and the Agreement. If you do not understand or agree to the terms of this Agreement, then you have no right to use the Yellowtail Standard Software and Modified Software. By opening or otherwise using the Yellowtail Standard Software and Modified Software, the CLIENT agrees to be bound by the terms of this Agreement, with the following specifics: • If the CLIENT wishes to use the Yellowtail Standard Software and Modified Software for its commercial and professional activity. CLIENT must acknowledge this License Agreement by means of signing the accompanying CORD Finance Contract and returning this CORD Finance Contract to Yellowtail. • If the CLIENT wishes to use the Yellowtail Standard Software and Modified Software for demo purposes it can be used on condition that the demo environment is not used for commercial or professional activity. The demo software can also not be packaged as part of an install suite. Demo licenses are normally restricted in functionality. • Except when clearly expressed by Yellowtail in respect of the Yellowtail Standard Software and Modified Software Yellowtail does not grant any right of use of the Yellowtail Standard Software and Modified Software to private persons for private use or for any other purpose than for the CLIENT economical and professional activity. • The Yellowtail Standard Software and Modified Software is licensed, not sold. 1. COMMENCEMENT 1.1 This Agreement commences and is valid for the period as specified in the CORD Finance Contract. 1.2 Except if the Software is used for demo purposes as described above, the Software cannot be used unless the CORD Finance Contract has been signed and returned to Yellowtail.   2. INTERPRETATION AND DEFINITIONS 2.1 For the purpose of this License Agreement, the following definitions apply: Additional Service: means any additional services purchased by the CLIENT in connection to the Yellowtail Standard Software and Modified Software, through an order form. CORD Finance Contract: means the document by which the CLIENT orders the Yellowtail Standard Software and Modified Software, CORD Support or Additional Services and which is executed by the Parties and of which this License Agreement and the SLT are an appendix. Data: means the information and data - including but not limited to the price plan, purchase data records, pricing, CLIENT data, product data, usage data, audit data, service data, client’s usage percentages and other, related billing details accruing from time to time in respect of certain sales of goods and/or services delivered and/or rendered by CLIENT, processed by CLIENT through use of the Yellowtail Standard Software and Modified Software. Documentation Error: means the substantial and reproducible failure of the Yellowtail Standard Software and Modified Software to perform in accordance with the Documentation IP-Rights: means any patent right, copyright, design right, trade mark right, sui generis rights in databases, whether registered or not, as well as any application to register any of the aforementioned rights, and (rights in) trade secrets, or know-how and any other intellectual or industrial right of whatever nature in any part of the world. Licensed Purposes: the purpose for which can use the Licensed Software as set out in the CORD Finance Contract. Licensed Users: the employees agents and customers of who use the Licensed Software, up to the maximum number specified in the CORD Finance Contract. Licensed Software: Yellowtail Standard Software and Modified Software as specified in this License Agreement, except the Third-Party Software, third party software directly licensed by and the Bespoke Software, and all subsequent amendments and updates to, or new versions of, such Yellowtail Standard Software and Modified Software as may be provided under this Agreement. For avoidance of doubt: CORD Finance shall not be regarded as a Third Party Software. Schedule: means an exhibit to the Agreement. Service Fee: means the fee to be paid by the CLIENT to Yellowtail for use of the Yellowtail Standard and Modified Software, as further specifiek in the CORD Finance Contract. Yellowtail Standard Software and Modified Software: the software programs proprietary to Yellowtail, listed in this License Agreement, which are to be provided to without modification or modified or to be modified by Yellowtail under this Agreement for inclusion in the System. The definition of Yellowtail Standard Software and Modified Software includes but is not limited to all programs, database structure, documentation, source codes, object codes, variations, memory maps, algorithms, plans, charts, graphs and other materials now or hereafter relating to or incorporated therein together with all future revisions to or updates thereof and all technical and operating manuals and any other documentation relating to it. Cord Support: means the support and maintenance provided by Yellowtail related to the use of the Yellowtail Standard Software and Modified Software as specified in Service Level Terms CORD Finance.   3. SUBJECT OF THIS LICENSE AGREEMENT 3.1 Yellowtail hereby grants the CLIENT a limited, personal, non-transferable, non-exclusive, non-sub-licensable right for Licensed Users in regard to the Licensed Purpose, upon both Acceptance and payment of the License Fee, to use the Licensed Software in accordance with this License Agreement. 4. EXTENT OF THE LICENSE 4.1 The number of users of the Yellowtail Standard Software and Modified Software covered by this License Agreement is unlimited for the scope as described in the CORD Finance Contract signed on DATE. Furthermore, the use covered by this License Agreement is limited to Licenced Users for the Licensed Purpose, which means that the use by users linked to another company within CLIENT’s Group (including, but not limited to, affiliates, subsidiaries and associated companies) is not covered by this License Agreement. 4.2 Updates, upgrades, patches or other changes to the Yellowtail Standard Software and Modified Software may result in maintenance to the CLIENT specific software and/or configuration within the Yellowtail Standard Software and Modified Software. Any costs (performed against the standard fees) related to this shall be agreed between the Parties. 4.3 The is obligated to implement at least 1 new version of CORD Finance (Standard and Modified Software) each year in order to guaranty the working of the system. In case the for whatever reason did not implement a new CORD Finance version (Standard and Modified Software) the indemnifies Yellowtail for all obligations regarding the Standard and Modifed Software. 4.4 Unforeseen upgrades caused by external events or bugs that impact the quality or compliancy of the Standard and Modified Software service may lead to unplanned maintenance. Unplanned maintenance may lead to a new release of (parts of) the Standard and Modified Software or hotfixes. Consequences of unplanned maintenance cannot always be communicated before the new functionality is deployed. The impact of unplanned maintenance for the continuity of the service for Client will be , as much as possible and reasonable, minimized.   5. CONFIGURATION AND ACCEPTANCE 5.1 Subject to the terms and conditions of this License Agreement, (i) Yellowtail shall use reasonable efforts in setting-up, installing and configuring a version of the Yellowtail Standard Software and Modified Software for the purposes of having CLIENT test the Yellowtail Standard Software and Modified Software through the Acceptance Test, in accordance with the Documentation, and (ii) after Acceptance, Yellowtail shall use reasonable efforts in providing the Yellowtail Standard Software and Modified Software to the CLIENT as well as the Cord Support in accordance with the Service level terms CORD Finance. 5.2 CLIENT shall at all times and/or at Yellowtail’s first request, furnish to Yellowtail all information which is necessary in order to allow Yellowtail to set-up, install and configure a version of the Yellowtail Standard Software and Modified Software for the purposes of having CLIENT test the Yellowtail Standard Software and Modified Software through the Acceptance Test. 5.3 After the configuration of the Yellowtail Standard Software and Modified Software, Yellowtail grants CLIENT a limited, personal, non-transferable, non-exclusive, non-sub-licensable right for Licensed Users for the Licensed Purpose to access and use this version of the Yellowtail Standard Software and Modified Software only during the Acceptance Test and only for purposes of Acceptance Testing by CLIENT. This license right will automatically terminate after expiry of the agreed Acceptance period. 5.4 Configuration in the Yellowtail Standard Software and Modified Software and Besproke Software is considered Bespoke. Maintenance of these configurations is considered as an Additional Service. 5.5 During the Acceptance Test period, CLIENT is not entitled to have other persons than the Licensed Users access and use the Yellowtail Standard Software and Modified Software, unless Yellowtail has issued prior written consent. CLIENT will instruct and be responsible for the Licensed Users to keep passwords and login codes strictly confidential and/or using these codes with due care, acknowledges and agrees that the test version of the Yellowtail Standard Software and Modified Software is configured to it ‘as is’, i.e., without any warranty of any kind. The access and use of the Yellowtail Standard Software and Modified Software during the Acceptance Test period is, therefore, for CLIENTs own, entire risk and responsibility. 5.6 Yellowtail’s liability for any and all damages (including but not limited to direct and indirect damages) resulting from and/or related to (i) setting-up, installing and configuring a version of the Yellowtail Standard Software and Modified Software for the purposes of having CLIENT test the Yellowtail Standard Software and Modified Software through the Acceptance Test and/or (ii) the Acceptance Test itself, shall be fully excluded, whether based upon (attributable) default tort or otherwise. This exclusion shall, however, not apply if and insofar as the damage is the result of willful intent or gross negligence by the board of directors or the executive management of Yellowtail. 5.7 Yellowtail is free to use any ideas, suggestions or recommendations provided by CLIENT to Yellowtail regarding the use of the Yellowtail Standard Software and Modified Software and/or as a result of further activities relating to the configuration (“Feedback”) and is free to incorporate such Feedback in Yellowtail’s products or Services, without payment of royalties or other consideration to CLIENT. CLIENT agrees that any IP-rights in the Feedback will exclusively vest in Yellowtail, and CLIENT agrees, at the first request of Yellowtail, to unconditionally co-operate in executing any documents necessary for a transfer of these IP-rights in the Feedback, if necessary under the applicable law. 5.8 During the Acceptance Test period, CLIENT is not allowed to access and/or use the Yellowtail Standard Software and Modified Software for productive or operational purposes, nor provide such access to or allow such use of the Yellowtail Standard Software and Modified Software by third parties. CLIENT shall perform the Acceptance Test at its own expense, with sufficiently qualified personnel and sufficiently thorough. Any Cord Support by Yellowtail, requested by CLIENT in writing, with the Acceptance Test is at the risk of CLIENT and considered an Additional Service. CLIENT shall report the test results to Yellowtail, in writing in an orderly and understandable manner, ultimately on the last day of the period for the Acceptance Test. 5.9 Yellowtail shall, to its best abilities, remedy any Errors specified by CLIENT in its test report and accepted by Yellowtail as such, within a reasonable time. Yellowtail may use temporary solutions, workarounds or problem evading limitations for remedying Errors in the Yellowtail Standard Software and Modified Software. 5.10 The Yellowtail Standard Software and Modified Software shall be Accepted by CLIENT: (a) On the first day after the period of the Acceptance Test, as provided in the acceptance criteria; or (b) On the date of receipt of the report if the report does not specify any prio 1 Errors (as defined in article 7.1 of the SLT); or (c) On the moment the prio 1 Errors as specified in the report are remedied; or (d) On the moment the CLIENT used the Yellowtail Standard Software and Modified Software in operation or productive use. 5.11 Acceptance shall not be withheld by CLIENT on grounds that do not relate to the specifications of the Yellowtail Standard Software and Modified Software as specified in the Documentation, nor on the existence of small Errors that do not prevent the operational and productive use of the Yellowtail Standard Software and Modified Software by CLIENT, none withstanding the obligation of Yellowtail to remedy these Errors. Upon Acceptance of the Yellowtail Standard Software and Modified Software, CLIENT fully and unconditionally discharges Yellowtail of its obligations relating to the configuration of the Yellowtail Standard Software and Modified Software and upon Acceptance, CLIENT agrees and acknowledges that the Yellowtail Standard Software and Modified Software meets the Documentation. 6. DUTIES AND OBLIGATIONS OF YELLOWTAIL RELATING TO THE YELLOWTAIL STANDARD SOFTWARE AND MODIFIED SOFTWARE AND CORD SUPPORT 6.1 Yellowtail will use best efforts in providing the Yellowtail Standard Software and Modified Software to the CLIENT and keep the software in accordance with applicable law. Yellowtail will use best efforts in providing Cord Support to the CLIENT, in accordance with the specifications and service levels as set out in Schedule 5. 6.2 Yellowtail shall be allowed to take technical measures to protect the Yellowtail Standard Software and Modified Software and the data of CLIENT or with a view to agreed restrictions in the duration of the right to use the Yellowtail Standard Software and Modified Software. CLIENT shall not be allowed to remove or evade such technical measures. 6.3 During and after the term of this License Agreement, Yellowtail will not publicly make any negative statements regarding the CLIENT nor otherwise take any actions in this respect that may harm the name and reputation of the CLIENT. 6.4 Yellowtail will arrange for a continuity plan in the event of a bankruptcy of Yellowtail, which allows CLIENT to continue to use the Yellowtail Standard Software and Modified Software. 7. DUTIES AND OBLIGATIONS OF CLIENT 7.1 The CLIENT may not – nor permit any third party to – make use of the Yellowtail Standard Software and Modified Software other than as expressly stipulated in this License Agreement and/or as expressly and explicitly allowed by overriding mandatory law, such as the Dutch Copyright Act (Auteurswet). 7.2 During the term of this License Agreement the CLIENT shall, if so required by Yellowtail, at its own cost provide Yellowtail with a means of remote access to its IT systems so as to enable the provision by Yellowtail of a remote diagnostic service as part of the Cord Support and for this purpose shall install a modem and any related equipment or software as Yellowtail shall provide or specify (the modem and related equipment and/or software remaining property of and under the control of Yellowtail). 7.3 During the term of this License Agreement the CLIENT shall, if so required by Yellowtail, at its own cost co-operate fully with Yellowtail’s employees in the performance of this License Agreement and, without prejudice to the generality of the foregoing, make available to Yellowtail all information and materials reasonably required by Yellowtail to enable Yellowtail to perform this License Agreement. 7.4 Where the (Additional) Service and/or Cord Support is provided by Yellowtail at the CLIENTs site(s), the CLIENT: (a) provides adequate working space and reasonable computer, telephone, telecommunication, typing and photocopying facilities at the sites for use by Yellowtail’s personnel in the performance of this License Agreement; (b) takes all reasonable and proper precautions to protect the health and safety of Yellowtail’s employees; (c) provides Yellowtail with full, safe and uninterrupted access to the site(s) and all related systems, equipment and software for the purpose of this License Agreement. Yellowtail agrees that its personnel will comply with guidelines and health and safety regulations that apply at the relevant site, provided however that the CLIENT duly informs Yellowtail’s personnel beforehand in that respect. 7.5 The use of the Yellowtail Standard Software and Modified Software by the Licensed Users is personal. Therefore, the users may not give any other person remote or other access to Yellowtail Standard Software and Modified Software. The login and password made available to the user are also personal. The user must keep these codes strictly confidential and/or use these codes with due care. The use of said codes shall be solely the responsibility of and the risk of user. The CLIENT shall indemnify, defend, and hold harmless Yellowtail from any claim, proceeding, loss or damages based upon any use, misuse, or unauthorized use of user’s login code and/or password relating to the Yellowtail Standard Software and Modified Software. 7.6 During and after this License Agreement the CLIENT will not publicly make any negative statements regarding Yellowtail, the Yellowtail Standard Software and Modified Software (including Cord Support) or the Yellowtail Standard Software and Modified Software, nor otherwise take any actions in this respect that may harm the name and reputation of Yellowtail. 7.7 The CLIENT will adhere to its responsibilities as outlined in the SLA Agreement, and will also follow up all reasonable instructions and guidelines issued by Yellowtail in connection with the Yellowtail Standard Software and Modified Software, Cord Support and/or Additional Services. 7.8 The CLIENT is responsible for delivering and processing correct, complete and adequate Data through the Yellowtail Standard Software and Modified Software; the CLIENT agrees and understands that any inadequate, incorrect or incomplete usage or storage of Data will negatively impact the Yellowtail Standard Software and Modified Software and may lead to significant damages to the Yellowtail brand and service. The purchase, use and maintenance of electronic communication facilities and the CLIENTs own IT-infrastructure (including software and hardware) in order to be able to use the Yellowtail Standard Software and Modified Software, is for the CLIENTs own account and risk. Yellowtail will in no event be liable for any damage, loss or costs, including loss of Data, or any inability to use the Yellowtail Standard Software and Modified Software as a result of a shortcoming, defect, other malfunction and/or any other non-availability of the aforesaid electronic communication facilities and/or IT-infrastructure and/or the CLIENT using inadequate Data. 7.9 Unless agreed otherwise, CLIENT agrees that Yellowtail for general marketing purposes can indicate publicly that CLIENT has become a client of Yellowtail including a short explanation of the collaboration between CLIENT and Yellowtail. 7.10 In using the Yellowtail Standard Software and Modified Software, the CLIENT is responsible for compliance with all laws and regulations that apply to it. 8. PAYMENT OF APPLICABLE FEES 8.1 CLIENT agrees to pay Yellowtail the applicable fees (“the Charges”), as specified in in Schedule 1 Price. 8.2 All payments made between CLIENT and Yellowtail are subject to prevailing tax laws & regulations in The Netherlands. 8.3 Associated charges for any (financial) transfer are at all times at CLIENTs expense. 9. INTELLECTUAL PROPERTY 9.1 All IP-rights related to the Yellowtail Standard Software and Modified Software, Documentation and Cord Support will vest and will remain vested exclusively in Yellowtail or its parent holding company. The CLIENT acquires limited rights of use only in as far as explicitly granted under this License Agreement. Furthermore, Yellowtail exclusively owns and/or may use all rights in any ideas, concepts, know-how and techniques with respect to the Yellowtail Standard Software and Modified Software, Cord Support, the Yellowtail Standard Software and Modified Software and/or the Documentation as well as the technology in connection thereto. 9.2 The CLIENT is aware that the Yellowtail Standard Software and Modified Software, and Cord Support and other materials provided contain confidential information and trade secrets of Yellowtail. Both during this License Agreement and for a period of 5 years thereafter, the CLIENT undertakes to keep such secret and not to make third parties acquainted with them or grant their use to the same, and to use them only for the purpose of this License Agreement. The expression ‘third parties’ includes affiliated organizations of the CLIENT and any such persons working in CLIENTs organization not nominated by the CLIENT to use the Yellowtail Standard Software and Modified Software, equipment and/or other materials. 9.3 It is explicitly acknowledged and agreed that (i) the CLIENT may not and shall not permit any third party to reverse engineer, disassemble, decompile, decode, decrypt or otherwise attempt to derive the source code, techniques, processes, algorithms, know-how or other information of the Yellowtail Standard Software and Modified Software, (ii) the CLIENT may shall not, and shall not permit any third party, to copy, make error corrections or otherwise modify or adapt the Yellowtail Standard Software and Modified Software nor create derivative works based on the Yellowtail Standard Software and Modified Software, and/or (iii) the CLIENT may not sell, (sub-)license, assign, transfer or lease the Yellowtail Standard Software and Modified Software nor use the Yellowtail Standard Software and Modified Software for commercial time-sharing, rental, or service bureau use. 9.4 Any Intellectual Property Rights that vest in the CLIENT prior to this License Agreement, remain vested in the CLIENT. 10. USE FOR ILLEGAL PURPOSES 10.1 In using the Yellowtail Standard Software and Modified Software, the CLIENT is responsible for compliance with all laws and regulations that apply to it. The CLIENT will indemnify Yellowtail against all claims and losses arising from any such use and from any use that is not in accordance with the terms of this License Agreement. 10.2 The Yellowtail Standard Software and Modified Software may be used to reproduce materials. The Yellowtail Standard Software and Modified Software is licensed to the CLIENT only for reproduction of non-copyrighted materials, materials in which the CLIENT owns the copyright, or materials the CLIENT is authorized or legally permitted to reproduce. 11. DURATION AND TERMINATION 11.1 This Agreement commences on the 1st of September 2018 and is valid for a period of three years till the 1st of September 2021. After this term, the Agreement will automatically be renewed for, each time, a period of one year, unless terminated by either Party with a notice period of six months before expiry of the renewed period (the end-date defined as the “Termination Date”). The right of either Party to early terminate for convenience is excluded. 11.2 This License Agreement will automatically terminate, without Yellowtail becoming liable whatsoever to CLIENT, if Yellowtail is not entitled to provide the Yellowtail Standard Software and Modified Software and/or Cord Support any longer for whatever reason, including but not limited to changes in the applicable law. 11.3 Either Party may terminate the Agreement immediately if: (a) the other Party makes a composition for the benefit of creditors; (b) the other Party is insolvent or is unable to pay its debts as they fall due in the ordinary course of its business; (c) any proceedings are instituted by or against the other Party in bankruptcy or under any insolvency laws or for re-organization, receivership or dissolution.   11.4 Upon the termination being effective, CLIENT will cease: (a) any and all use of the Yellowtail Standard Software and Modified Software unless specified or agreed upon as part of the exit plan (11.5); (b) any and all use of Yellowtail’s IP-rights, including Yellowtail’s brands. 11.5 In case of a termination, the Parties will draw up and agree upon an exit plan, dealing with post-contractual services that may be provided by Yellowtail after the termination (for whatever reason) being effective, as well as dependencies on the part of the CLIENT in that respect. The purpose of the exit plan is to allow the CLIENT to migrate to an alternative, if the CLIENT so requires. The services performed by Yellowtail for setting up or executing an exit plan are considered Additional Services. 11.6 The Party terminating this License Agreement pursuant to the terms hereof will not be liable to the other Party for any claims, damages, or liabilities arising against the other Party by reason of the exercise of the right to termination under this License Agreement. 11.7 Yellowtail can terminate this License Agreement with immediate effect by giving written notice to the CLIENT if the License Fee, the Periodical Maintenance Fee or the Periodical Support Fee for the Software has not been paid within 60 days of the due date. 11.8 Without prejudice to Yellowtail right to terminate the contract under clause 11.7, Yellowtail has the right to suspend the CLIENTs access to the system should the License Fee, or any Periodical Maintenance Fee or Periodical Support Fee for the Software not been paid within 30 days of the due date. 11.9 In the event of the CLIENTs material breach of this License Agreement, Yellowtail shall have the right to terminate this License Agreement with immediate effect by written notice to the CLIENT and be entitled to claim damages in this connection according to applicable law and pursue all remedies available to it. 11.10 The CLIENT is aware that in case it is stipulated by mandatory, statutory legislation that the CLIENT is obliged to maintain accessibility to its accounting data after the CLIENTs rights to use the Yellowtail Standard Software and Modified Software have terminated, it is the sole responsibility of the CLIENT to comply with such legislation. For this purpose the CLIENT may, while this License Agreement is still valid, print out all required CLIENTs data and keep it archived in printed format or transfer the Data to any other software or use any other means that it considers suitable to fulfil such CLIENTs obligations 11.11 This License Agreement does not limit Yellowtail’s rights to terminate the Schedule under the provisions of the law applicable to this License Agreement 11.12 CLIENT acknowledges that nothing herein shall be deemed to eliminate or reduce any payment obligation of CLIENT which is accrued or incurred pursuant to the License Agreement prior to the Termination Date. 12. CONFORMITY AND LIABILITY 12.1 Yellowtail accepts liability to the extent as shown by this Article. Yellowtails total liability, whether based upon (attributable) failure to perform the Agreement and/or unlawful act shall per contracting year be limited to making compensation for any direct loss up to the maximum amount of the Service Fee in that relevant contract year as actually paid by the CLIENT. By ‘direct loss’ shall exclusively be understood: (a) reasonable expenses which CLIENT would have to incur to have Yellowtail Standard Software and Modified Software performance fulfil the Agreement. However, such loss shall not be compensated, if the CLIENT has terminated the Agreement on the basis of termination for cause (according to Dutch law: “ontbinding”); (b) reasonable expenses incurred in determining the cause and extent of the loss insofar as such determination relates to any direct loss within the meaning of this Article; (c) reasonable expenses incurred in preventing or reducing a loss insofar as CLIENT proves that such expenses have resulted in a reduction of any direct loss within the meaning of this Article. 12.2 Yellowtail’s liability for any other loss than direct loss, including – but not limited to –indirect loss, consequential loss, damages due to late delivery, damages due to late billing, loss of and/or damage to data, incorrect data (incl. validation, transformation and/or integration), incorrect audit data, loss of revenue, loss of profits, lost savings and loss caused by interruption of operations, is fully excluded. 12.3 The limitations mentioned in the preceding paragraphs shall not apply if and insofar as the damage is the result of wilful intent or gross negligence by the board of directors or the executive management of Yellowtail. 12.4 Yellowtail’s liability shall not arise unless CLIENT forthwith and properly declares Yellowtail in default in writing, stating a reasonable period in which to remedy the failure, and Yellowtail continues, and can be held accountable for continuing to fail in the fulfilment of its obligations even after such remedy period. The notice of default must specify the failure in as much detail as possible and reported by CLIENT to Yellowtail in writing within five working days after it has been discovered, so that Yellowtail will be able to react adequately and timely. 12.5 Without prejudice to Yellowtail’s limitation of liability, the Yellowtail Standard Software and Modified Software will be in conformity with the License Agreement if rendered substantially in accordance with the Documentation, when correctly and properly used. The CLIENT acknowledges and accepts, however, that: (a) the Yellowtail Standard Software and Modified Software will not and cannot meet all of CLIENTs expectations; (b) the Yellowtail Standard Software and Modified Software will not be free of errors and will not function without interruption; and, (c) not all the errors in the Services (if any) can be repaired. 12.6 The CLIENTs exclusive remedy and Yellowtail’s entire liability for an attributable, material breach of the conformity statement in clause 12.5 is that Yellowtail will use its commercially reasonable efforts in accordance with the Service Level Terms, in order to cure such breach, provided that the CLIENT properly and sufficiently informed Yellowtail in writing about the breach. 12.7 The CLIENT acknowledges and accepts that Yellowtail will operate only as a facilitator between CLIENT and its clients and is merely and only responsible for rendering the Yellowtail Standard Software and Modified Software and Support subject to the terms of the License Agreement. The use of the Yellowtail Standard Software and Modified Software and the processing of Data through the Yellowtail Standard Software and Modified Software is for the CLIENT own account and risk. 13. FORCE MAJEURE 13.1 Neither party shall be bound to meet any obligation if prevented from doing so as a consequence of force majeure. The expression ‘force majeure’ shall in any event include any failure of any suppliers of Yellowtail not due to their fault or not for their risk, any DDOS attack (attempt), any viruses on the Yellowtail Standard Software and Modified Software, any hacking (attempts) of the Yellowtail Standard Software and Modified Software 13.2 If a situation of force majeure has lasted for more than 60 working days, the Parties shall be entitled to terminate the Agreement by terminating it in writing. In that case any performance, which has already taken place pursuant to the Agreement, shall be settled proportionately without either Party being thereafter indebted to the other in any other amount. 14. TRANSFER 14.1 Parties cannot transfer any rights or obligations arising from this License Agreement to another legal entity, except for a legal entity that takes over the shares or assets of one of the Parties. This License Agreement shall be assignable by each Party to a legal entity under its control, subject to the prior written consent of the other Party. 14.2 Yellowtail has the right to transfer its rights and obligations under this License Agreement in whole or in part to another company within the Yellowtail Group or a third party, and the CLIENT hereby irrevocably agrees with such transfer. 15. VALIDITY AND SEVERABILITY 15.1 If any provision of the Lisence Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable in any respect, then the legality, validity and enforceability of the remaining provisions of the License Agreement and the License Agreement as a whole shall not be affected or impaired thereby. 16. SURVIVAL CLAUSE 16.1 Any terms of this License Agreement which, by their nature, extent beyond the day this License Agreement comes to an end shall remain in effect and thus bind the parties. 17. WAIVER 17.1 If either party does not exercise, or delays exercising, a right or remedy provided by this License Agreement or by law, that failure or delay will not amount to a waiver of that right or remedy by that party. The fact that a party does exercise a right or remedy provided by this License Agreement or by law does not prevent that party from exercising that right or remedy again, or exercising another right or remedy. 18. APPLICABLE LAW AND JURISDICTION 18.1 The Agreement shall be governed by and construed in accordance with the laws of The Netherlands. References to any legislation in this document are construed as references to such legislation as amended or re-enacted or as otherwise modified from time to time. The Parties agree that any dispute arising from or in connection with the Agreement shall be brought before the competent court of Amsterdam. 18.2 Clause 18.1 (above) does not prevent Ockto from seeking or obtaining injunctive relief or other extraordinary relief in any courts with jurisdiction. To the extent permitted by applicable law, Ockto may take concurrent proceedings for injunctive relief in any number of jurisdictions 18.3 The United Nations Convention on Contracts for the International Sale of Goods (“Weens Koopverdrag”) does not apply to this License Agreement. 19. CONSENT TO USE OF DATA 19.1 By signing this License Agreement, the CLIENT hereby expressly accepts that any CLIENT specific information received from Yellowtail on the basis of the contractual relationship regulated by this License Agreement, e.g. concerning the Yellowtail Standard Software and Modified Software, including Company Registration No., Name of CLIENT, Address, Tel. No., Fax No., E-mail Address, URL, Contact Name and the name of the CLIENTs supplier, may be used internally within the Yellowtail group only for the purpose of internal administration and maintenance of the license to the Yellowtail Standard Software and Modified Software for fulfilment of any obligation under this License Agreement. 19.2 The CLIENT accepts that this License Agreement establishes an ongoing relationship, where Yellowtail the best of Yellowtail’s knowledge and potential, informs the CLIENT of possibilities regarding the Software or related services that might be of interest or importance to the CLIENT 19.3 The CLIENT agrees that Yellowtail may collect and use technical and related information, including but not limited to technical information about the CLIENTs computer, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to the CLIENT (if any) related to the Yellowtail Standard Software and Modified Software, and to verify compliance with the terms of this License Agreement. Yellowtail may use this information, as long as it is in a form that does not personally identify the CLIENT, to improve Yellowtail Standard Software and Modified Software products or to provide services or technologies to the CLIENT. 19.4 The CLIENT agrees that Yellowtail is allowed to make all required changes to the database and data records of the client for the sole purpose of improving the service, updating the service, resolving bugs & other issues, without actually changing the semantics of the data. Yellowtail will inform CLIENT in writing upfront about these changes.   20. CONFIDENTIALITY CLAUSE 20.1 Each Party agrees to keep strictly confidential and to use only for purposes of performing their respective obligations under the Agreement; any proprietary or confidential information of the other Party disclosed pursuant to the Agreement which is appropriately marked as confidential or which would reasonably be considered of a proprietary or confidential nature (hereinafter referred to as the “Confidential Information”). Yellowtail Standard and Modified Software, the Data and Documentation are at all times considered Confidential Information. 20.2 The obligation of confidentiality shall not apply to information which: (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing Party; (b) becomes publicly known and made generally available after disclosure by the disclosing Party to the receiving Party through no action or inaction of the receiving Party; (c) is already in the possession of the receiving Party and is not subject to confidentiality restrictions at the time of disclosure by the disclosing Party as shown by the receiving Party’s files and records immediately prior to the time of disclosure; (d) is obtained by the receiving Party from a third Party without a breach of such third Party’s obligations of confidentiality; or (e) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information, as shown by documents and other competent evidence in the receiving Party’s possession. 20.3 All Confidential Information remains the property of the disclosing Party. Upon any termination of the Agreement, the receiving Party will return and/or destroy all Confidential Information of the disclosing Party and all copies thereof in the possession or control of the receiving Party. The receiving Party will provide a certification of such return or destruction upon the disclosing Party’s request. 20.4 A receiving Party may disclose Confidential Information of the other Party if required by law or by a judicial and/or governmental order, provided that the receiving Party gives the disclosing Party prompt written notice of such requirement prior to such disclosure and reasonable assistance in obtaining an order protecting the information from public disclosure. 20.5 Each Party agrees not to disclose any Confidential Information of the other Party to its employees, except to those employees of the receiving Party who are required to have the information in order to perform the Agreement (need-to-know basis). Each Party agrees to protect the confidentiality of and avoid disclosure and unauthorized use of the Confidential Information of the other Party. Without limiting the foregoing, each Party will take at least those measures that it takes to protect its own confidential information of a similar nature and will ensure that its employees who have access to Confidential Information of the other Party have signed a non-use and non-disclosure agreement consistent with the provisions hereof, prior to any disclosure of Confidential Information to such employees 21. INFRINGEMENT OF THIRD PARTY RIGHTS 21.1 If a third party objects to the CLIENTs use of the Yellowtail Standard Software and Modified Software based on the claim that the use of the Yellowtail Standard Software and Modified Software infringes such third party’s intellectual property right (hereinafter referred to as “Infringement Claim”), Yellowtail will defend the CLIENT against that Infringement Claim and pay all costs, damages and legal fees that a court finally awards, provided that the CLIENT promptly 1) notifies Yellowtail in writing of the Infringement Claim as soon as it becomes aware of such Infringement Claim, 2) allows Yellowtail to fully control the defence and any related settlement negotiations, and 3) cooperates with Yellowtail in the defence and any related settlement negotiations by providing Yellowtail with appropriate information and assistance needed for such defence or settlement. 21.2 In the event of an Infringement Claim, Yellowtail shall be entitled to either: 1) obtain the continued right for the CLIENT to use the Yellowtail Standard Software and Modified Software, 2) bring the infringement to an end by modifying the Yellowtail Standard Software and Modified Software or replacing the Yellowtail Standard Software and Modified Software with other software which, essentially, possesses the same functions as the affected Yellowtail Standard Software and Modified Software, or 3) terminate this License Agreement with written notice and pay to the CLIENT an amount equal to the License Fee actually paid in the last year for the license to the Yellowtail Standard Software and Modified Software by the CLIENT. Yellowtail shall only be obliged to pay the stated amount to the CLIENT if the infringement Claim is actually raised against the CLIENT within a period of (5) five years following the commencement date of the License Agreement. If an Infringement Claim is raised against the CLIENT after the stated period has expired, Yellowtail shall be entitled to terminate this License Agreement without payment of any amount to the CLIENT. The performance of Yellowtail’s obligations under this Clause shall be Yellowtail’s total aggregate liability and Yellowtail’s entire obligation to the CLIENT as a consequence of all and any Infringement Claims, and the CLIENT shall have no other claims against Yellowtail as a result of such Infringement Claim. Upon termination of this License Agreement, the CLIENT shall promptly cease using the Yellowtail Standard Software and Modified Software and fulfill the terms and conditions connected to termination as stated in Clause 11.4 of this License Agreement. 21.3 The limited warranty stated in Clause 21.1 and 21.2 is void if the Infringement Claim has resulted from accident, abuse or misapplication. Any modification of the Yellowtail Standard Software and Modified Software by anyone other than Yellowtail voids the foregoing warranty on any portion of the Yellowtail Standard Software and Modified Software modified or affected by such modification. 22. GENERAL PROVISIONS 22.1 No variation of the Agreement will be valid unless made in writing and signed by or on behalf of each of the Parties. 22.2 Any notice, demand or other communication so addressed to the relevant Party shall be deemed to have been delivered when actually delivered to the Party’s address of registration 22.3 No variation of this License Agreement will be valid unless made in writing and signed by or on behalf of each of the Parties. 22.4 Any applicability of any terms and conditions of purchase or otherwise of CLIENT is rejected. 22.5 Each of the Parties to this License Agreement expressly represents and warrants to the other Party that it has full power and authority to enter into this License Agreement and has not assigned, encumbered, or in any manner transferred any of the claims covered by this License Agreement. 22.6 Each Party to this License Agreement shall pay its own costs and disbursements of and incidental to this License Agreement. 22.7 Upon and after signing of this License Agreement, Parties shall do and execute or cause to be done and executed all such further acts, deeds, documents and things as may be necessary to give effect to the terms of this License Agreement. 22.8 The provisions of clause of this License Agreement shall survive the term of this License Agreement and remain in full force and effect notwithstanding the termination of this License Agreement. 22.9 The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to these terms and conditions. 22.10 Neither Party shall solicit or employ any employee, consultant, free-lancer, subcontractor or operative of the other party (or person who was an employee, consultant, free-lancer, subcontractor or operative within twenty-four (24) months prior to the proposed assignment) at any time during the term of this License Agreement and for the period extending twenty-four (24) months after the Termination Date. 22.11 The Parties shall perform their obligations under this License Agreement as independent contractors. Nothing contained in this License Agreement shall be construed to imply a joint venture or principal and agent relationship between the parties and neither shall have the right to create any obligation, express or implied, on behalf of the other. 23. NOTICES 23.1 Any notice of legal nature under this License Agreement, such as inter alia Notice of Termination of this License Agreement, shall be given by sending it by registered post to other party’s registered office. 23.2 Any notice of informative nature which has no legal consequences can be given also by sending it by facsimile transmission or by e-mail. 23.3 Any such communication will be deemed to have been made to the other party: (a) If by letter, three (3) days from the date of posting; or (b) if by facsimile transmission, on the day of transmission; or (c) if by e-mail, on the day on which the communication is first stored in the other party’s electronic mailbox. 24. PRIORITY 24.1 This License Agreement, which the CLIENT has received in hardcopy and signed in connection with the CLIENTs purchase of the Yellowtail Standard Software and Modified Software license, shall be the legally binding version. In the event of any conflict between contents of this License Agreement and the contents of the License Agreement implemented electronically in the Yellowtail Standard Software and Modified Software, the License Agreement signed in hardcopy shall prevail. 24.2 This License Agreement replaces any previous Schedules and any previous representations regarding the Yellowtail Standard Software and Modified Software and the terms of its use. 24.3 Yellowtail reserves the right to modify this License Agreement at any time by giving 30 days notice to the CLIENT of such change. Continued use of the Yellowtail Standard Software and Modified Software indicates CLIENT’s acceptance of the amended License Agreement. 24.4 The License Agreement covers the current version and older versions of the Standard and Modified Software. A new Software License Agreement might cover newer versions of the Yellowtail Standard Software and Modified Software. The CLIENT hereby agrees and confirms that if it uses its right according to this License Agreement to update the Yellowtail Standard Software and Modified Software, this License Agreement will be replaced by the Software License Agreement valid at a time of the Upgrade. The CLIENT has no right to use such Update(s) of the Yellowtail Standard Software and Modified Software without agreeing to the new Software License Agreement, unless specifically agreed with Yellowtail in writing. The new Software License Agreement will replace this License Agreement and any special terms that the CLIENT may have earlier agreed with Yellowtail in respect of the CLIENTs right to use the Yellowtail Standard Software and Modified Software, unless otherwise agreed between the parties in writing.