END USER LICENSE AGREEMENT AURELIUM NV, a company incorporated and existing under the laws of Belgium, with its registered seat and office at Groeningenlei 16, 2550 Kontich, Belgium (hereinafter to be referred to as: “AURELIUM”) hereby grants to the Customer a license to use its Software under the following conditions: Article 1: Definitions 1.1 Customer: the customer of AURELIUM or its Reseller, including its Users. 1.2 Documentation: the user documentation regarding the Software as provided by AURELIUM 1.3 Intellectual Property Rights: All rights of intellectual property, such as but not limited to copyrights, database rights, trademark rights, know-how, patent rights. 1.4 License(s): the right provided to Customer by AURELIUM to install, load, run and use the Software, subject to the terms and conditions stated in this License Agreement. 1.5 License Agreement: this end user license agreement 1.6 Reseller: an official reseller/distributor of AURELIUMs’ Software. 1.7 Software: the software developed by AURELIUM , including the Documentation and all Updates and/or Upgrades of the Software, to which this License Agreement applies. 1.8 Update: an improved version of the Software (for example version 0.1 to 0.2) in which a possible Error has been resolved. 1.9 Upgrade: a new version of the Software, which contains a change in functionality or new functions (for example version 1.0 to 2.0) of the Software. 1.10 User: an end user of the Software, being an individual employed at Customer. Article 2: Grant of License 2.1 Subject to full compliance by Customer of the terms and conditions under this License Agreement AURELIUM hereby grants to Customer a non-exclusive and non-transferable License. Article 3: License conditions 3.1 The Customer may only use the Software in its own company or organisation for the number of Licenses as specified in the Purchase Order between the Customer and Reseller. 3.2 If Customer wishes to use more copies of the Software, the Customer can acquire additional Licenses by submitting a Purchase Order to AURELIUMs’ Reseller. 3.3 The Customer may not distribute, sell, copy, transfer or in any other way lose control over the Software, unless expressly allowed by law. 3.4 The Customer is not entitled to make a back-up copy of the Software. 3.5 Customer is not entitled to make any changes to the Software or parts thereof. Customer furthermore is not allowed to reverse engineer or decompile the Software or parts thereof, except for those circumstances that are allowed under mandatory copyright law and under the condition that Customer has obtained prior written approval of AURELIUM to do so. AURELIUM is entitled to attach conditions to such approval. Article 4: Price and payment 4.1 In return for the License(s) the Customer is obliged to pay the Reseller a license fee based on the number of Users of the Software. 4.2 Customer shall pay the license fee to Reseller within 14 days after the date of invoice, except when otherwise agreed upon in writing. 4.3 All amounts due under this License Agreement may not be withheld or offset by Customer against amounts owed by Reseller for any reason. All fees payable to Reseller hereunder are non-refundable unless otherwise agreed to in writing between the parties. Article 5: Maintenance, Updates/Upgrades and Support 5.1 AURELIUM may develop – as it sees fit and appropriate – Upgrades of the Software. 5.2 The license fee as defined in article 4.1 includes the regular Updates, Upgrades, Support, Maintenance or any similar service from AURELIUM. These services do not guarantee that the Software shall operate without interruption, will be error-free or that it is fit for any particular purpose, or that Errors or other defects shall be corrected in Updates and/or Upgrades. The software will be provided to Customer “as is”. Article 6: Intellectual Property and indemnification 6.1 All intellectual property rights to the Software and Documentation are held solely by AURELIUM. The Customer shall only acquire the rights of use expressly granted in this License Agreement and subject to the terms and conditions as stated in this License Agreement. 6.2 The Customer shall not be allowed to remove or modify any designation concerning copyrights, trademarks, business names or other intellectual or industrial property rights from the Software or Documentation. 6.3 AURELIUM and/or its Reseller on behalf of AURELIUM shall be allowed to take technical measures to protect the Software or with a view to agreed restrictions regarding the License. The Customer is not allowed to remove or evade such technical measures. 6.4 AURELIUM shall indemnify Customer against any third party claim stating that the Software, Documentation or other relevant materials developed by AURELIUM infringe intellectual property rights of third parties, on the condition that Customer immediately informs AURELIUM in writing about the existence and contents of such claim and will let AURELIUM handle the matter completely, including but not limited to negotiating and agreeing to any settlements. In this respect Customer shall provide - at first request by AURELIUM– all necessary powers of attorney, information and cooperation to AURELIUM to defend - if necessary, in the Customer's name - against such third party claims. This indemnification obligation is not applicable in the event alleged infringement relates to changes to the Software, Documentation and other relevant material, which the Customer has made or caused third parties to make. 6.5 If it has been established in court as an incontrovertible fact that the Software, Documentation or other materials developed by AURELIUM and provided to Customer infringe any intellectual property right held by a third party, AURELIUM shall – at it’s sole discretion – (a) change the Software to the extent that it does not infringe such third party rights, (b) provide different software to with similar functionality that does not infringe such third party rights, (c) at its expense acquire a license from such third party in order for the Customer to continue using the Software, (d) or provide any other reasonable solution to Customer. Any further liability of AURELIUM with respect to infringement of third party rights is excluded. Article 7: Term, termination and consequences of termination 7.1 This Agreement is entered into for an indefinite period of time starting from the date the Customer activates or first uses the Software. Both parties can terminate this agreement by written notice, taking into account a notice period of one month starting the first day of the month following the registered letter giving notice of termination. Any obligation under this License Agreement shall end after expiry of this notice period. 7.2 Notwithstanding any provision under Belgian law, AURELIUM is allowed to terminate this Agreement with immediate effect in writing in the event: a.) Customer becomes bankrupt or insolvent and/or if the business of Customer is placed in the hands of a receiver, assignee or trustee, whether by voluntary act of Customer or otherwise; or b.) Customer enters into liquidation or shall enter into an arrangement or composition with its creditors; or c.) Customer fails to perform its obligations under this agreement. 7.3 Upon termination - on whatever grounds and for whatever cause - all rights granted to Customer under this License Agreement will expire automatically and Customer will be obliged to remove or destroy the Software and Documentation from its computer(s). All fees paid by the (previous) Customer remain due and payable. 7.4 Any termination of this License Agreement for whatever reason shall be without prejudice to the rights, obligations and liabilities of each Party accruing up to such termination, nor shall it affect the coming into force or the continuation in force of contractual provisions which are intended to come into force or continue in force on or after termination of the license agreement. Article 8: Liability 8.1 Notwithstanding other conditions concerning AURELIUM’s liability, AURELIUM’s total liability for failing to perform its obligations under this License Agreement shall be limited to compensating direct damage, up to an amount of thousand euro. Direct damage solely entails: a.) reasonable expenses which the Customer would have to incur to make AURELIUM’s performance conform to the Agreement. This alternative damage shall not be compensated, however, if the Agreement is rescinded by the Customer; b.) reasonable expenses incurred to determine the cause and scope of the damage, insofar as the determination relates to direct damage within the meaning of this License Agreement; c.) reasonable expenses incurred to prevent or mitigate damage, insofar as the Customer demonstrates that these expenses resulted in mitigation of direct damage within the meaning of this License Agreement. 8.2 AURELIUM’s liability for consequential damage, consequential loss, lost profits, lost savings, loss of goodwill, damage through business interruptions, damage ensuing from claims by the Customer’s customers, mutilation or loss of data and all other forms of damage or injury not mentioned in the preceding paragraph, is excluded. 8.3 AURELIUM’s liability concerning an imputable failure to perform its obligations under this License Agreement shall in all cases only arise if Customer immediately and properly provides a written notice of default to AURELIUM, with a reasonable time period for remedying the failure being given and AURELIUM still imputably failing to perform its obligations after that period as well. The notice of default must contain a description of the breach which is as complete and specific as possible, so that the Supplier can respond adequately. 8.4 For any right to damages to exist, the Customer must always report the damage or injury to AURELIUM in writing as soon as possible after it occurs. Any claim for damages shall be extinguished by the mere lapse of twelve (12) months after the claim arises. Article 9: Warranty 9.1 AURELIUM warrants that the Software will materially conform to the Documentation. 9.2 Notwithstanding article 9.1, the Software, including Updates and Upgrades, are provided to Customer “as is”. AURELIUM does not warrant that the Software, including Updates and Upgrades, shall operate without interruption, will be error-free or that it is fit for any particular purpose, or that Errors or other defects shall be corrected in Updates and/or Upgrades. Article 10: Miscellaneous 10.1 If any provision of the License Agreement shall be found to be invalid or unenforceable by any court or administrative body of competent jurisdiction, the invalidity or unenforceability of such provision shall not effect the other provisions of the License Agreement and all provisions not effected by such invalidity or unenforceability shall remain in full force and effect. 10.2 The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid or unenforceable provision. 10.3 This License Agreement constitutes the entire agreement between the parties. Additions or changes to this License Agreement shall only be binding on the parties if they have been agreed upon in writing. 10.4 Customer shall not assign or purport to assign or transfer any of its rights or obligations under this License Agreement, without prior written consent of AURELIUM. AURELIUM is entitled to assign or transfer its rights and obligations under this License Agreement to any third party. Customer agrees (now for then) to such assignment or transfer by AURELIUM and will provide all necessary cooperation to AURELIUM with respect thereto. Article 11: Applicable law and jurisdiction 11.1 This License Agreement is governed exclusively by the laws of the BELGIUM. The Vienna Sales Convention of 1980 does not apply. 11.2 Any dispute between the parties arising from this License Agreement or in connection with further agreements that might result there from, shall be resolved by the competent court in Antwerp, Belgium.