2. NETERIUM SERVICES AND INTELLECTUAL PROPERTY 2.1. During the Subscription Term, Customer will receive a non-exclusive, non-assignable, revocable right to access and use the Neterium Services solely for its internal business operations, subject to the terms of this Agreement and according to the volume and scope documented in the applicable Schedule. 2.2. The right to access and use the Neterium Services granted by Neterium to the Customer under Clause 2.1 is subject to the following limitations: - The Neterium Services may only be used by the Authorized Users; - The Customer shall not exceed the agreed volume of use set forth in the Schedule. 2.3. Customer acknowledges that the relationship between the Parties is based on the access and use of Neterium software as a service, and therefore no copies of any Neterium software will be provided to Customer. 2.4. Nothing in this Agreement shall have the effect of assigning or transferring any Intellectual Property Rights in and to any software, documents, reports, presentations, manuals, procedures, and other materials provided by Neterium to Customer. Neterium grants to Customer a limited, non-exclusive and non-transferable right to access and use the Neterium Services in the frame of the present Agreement solely and under the relevant Exhibits and Schedules. 2.5. Neterium retains all right, title, and interest in and to the Neterium Services, including without limitation all software used to provide the Neterium Services and all logos and trademarks reproduced through the Neterium Services, and this Agreement does not grant Customer any intellectual property rights in the Neterium Services or any of its components. 3. RESTRICTIONS AND RESPONSIBILITIES 3.1. Customer shall not, and shall not permit anyone to: (i) copy or republish the Neterium Services, (ii) make the Neterium Services available to any person other than Authorized Users, (iii) use or access the Neterium Services to provide service bureau, time-sharing or other computer hosting services to third parties, (iv) modify or create derivative works based upon the Neterium Services or Documentation, (v) remove, modify or obscure any copyright, trademark or other proprietary notices used to provide the Neterium Services or in the Documentation, (vi) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Neterium Services, documentation or data related to the Neterium Services, or (vii) access the Neterium Services or use the Documentation in order to build similar or competing product or service. Neterium shall own all right, title and interest in and to the Neterium Services, Documentation, and other deliverables provided under this Agreement, including all modifications, improvements, upgrades, derivative works and feedback related thereto and intellectual property rights therein. 3.2. Customer represents, covenants, and warrants that it will use the Neterium Services only in compliance with all applicable laws and regulations, including Data Protection Laws and those laws related to international communications. Customer acknowledges that Neterium exercises no control over Customer Information transmitted through the use of the Neterium Services. Customer warrants to Neterium that Customer Information will not infringe any intellectual property right or other legal rights of any third party, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law. 3.3. Customer shall provide any necessary information as reasonably requested by Neterium and assist Neterium to enable the delivery of the Neterium Services. Customer acknowledges that Neterium’s ability to deliver the Neterium Services in the manner provided in this Agreement may depend upon the accuracy and timeliness of such information and assistance. 3.4. Customer shall be responsible for providing Authorized Users with all useful information regarding the Neterium Services, to enable them to use the Neterium Services in compliance with the Documentation. Customer shall be responsible for any Authorized User non-compliant use of the Neterium Services. Customer shall immediately alert Neterium of any attack, potential threat or attempted intrusion by third parties into Authorized Users’ accounts or more generally any security threat related to the Neterium Services. 3.5. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Neterium Services, including, without limitation, hardware, servers, software, operating systems, networking, web servers and the like (collectively, the “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer login details (including but not limited to access tokens and administrator and Authorized Users login details and passwords) and files, and for all uses made of the Neterium Services by Customer and its Authorized Users, with or without Customer’s knowledge or consent. 4. For the entire term of the Agreement, Customer shall appoint a qualified technical contact who will act as the single-entry point for all technical questions. 5. CONFIDENTIALITY 5.1. Obligations. Each Party undertakes to the other that in respect of the Confidential Information of the other Party it shall: 5.1.1. treat the Confidential Information as confidential; 5.1.2. not disclose the Confidential Information to anyone other than its Recipients without the prior written consent of the other Party; and 5.1.3. not use the Confidential Information for any purpose other than in connection with the performance of its obligations or exercise of its rights under this Agreement. 5.2. Each Party shall expressly inform its Recipients of the confidential nature of the Confidential Information of the other Party and the purpose for which it may be used and shall procure their compliance with the terms of this Agreement as if they were a party to it. 5.3. Subject to Clauses 5.4 and 5.6, neither Party shall disclose to any third party the existence or content of this Agreement or the content of any communications which take place between the Parties relating to this Agreement except with the prior written consent of the other Party. 5.4. Exceptions. Neither Party shall be under any obligation to keep confidential any Confidential Information that it can demonstrate: 5.4.1. is in the public domain other than as a result of being disclosed in breach of this Agreement; 5.4.2. was received from a source not connected with the other Party at a time when, as far as the receiving Party was reasonably aware, that source was not under any obligation of confidence in respect of the Confidential Information; or 5.4.3. was known to that Party before the date of this Agreement and that Party was not under any obligation of confidence in respect of the Confidential Information at that time. 5.5. A Party may disclose Confidential Information if and to the extent that it is required to do so by any law or by any court or regulatory agency or authority, provided that, to the extent that it is permitted to do so, the disclosing Party: 5.5.1. notifies the other Party as soon as possible upon becoming aware of any such requirement; and 5.5.2. co-operates with the other Party (at the other Party’s reasonable cost and expense) to avoid or limit disclosure and to gain assurances as to confidentiality from the body to whom the information is to be disclosed. 5.6. The Parties may disclose the contents of this Agreement and related Confidential Information to their legal advisers, regulators and third party service providers provided that such providers are subject to confidentiality obligations equivalent to those in this Clause and that such Party shall procure their compliance with such obligations. 5.7. Returning Confidential Information. Subject to Clauses 5.8 and 5.9 and immediately following the earlier of: (i) termination of this Agreement; or (ii) receipt of a written request from the disclosing Party, the receiving Party shall: 5.7.1. return to the disclosing Party or destroy all documents and materials (including using all reasonable efforts to expunge electronically-stored data) or such parts thereof as contain or reflect any Confidential Information, together with any copies which are in the receiving Party’s possession or control or are in the possession or control of any of its Recipients; and 5.7.2. make every effort to expunge all Confidential Information from any computer, data storage or similar device under that Party's control. 5.8. Each Party may retain one copy of the Confidential Information for the purposes of and for so long as required by any law, court or regulatory agency or authority or its internal compliance procedures. 5.9. To the extent that the other Party’s Confidential Information is stored as part of a Party’s backup tape or other disaster recovery storage mechanism that Party may retain one or more copies of such Confidential Information solely for backup/disaster recovery purposes. 5.10. Each Party acknowledges that neither the destruction, return nor deletion of any Confidential Information shall release it from the confidentiality obligations contained in this Agreement. 6. PERSONAL DATA 6.1. Customer shall be solely responsible for the processing (within the meaning of article 4 §7 of the GDPR) of Customer Personal Data in the context of this Agreement, and in this regard, Customer undertakes to fulfill the obligations incumbent upon it in application of the Data Protection Laws. 6.2. The Customer shall not communicate to Neterium, in any way whatsoever, any Customer Personal Data, with the exception of those strictly necessary for Neterium for the performance of its obligations hereunder, namely Personal Data relating to the profiles of Authorized Users having access to the Neterium Services. 6.3. Each Party undertakes to process said Personal Data for the sole purposes of the performance of this Agreement, to the exclusion of any other purpose, and to comply with all of its obligations arising from the Data Protection Laws. 7. ORDERS AND PAYMENT 7.1. Orders: Customer shall order Neterium Services through a Schedule signed by both Parties, as per the template provided in Exhibit 1. All Neterium Services ordered by Customer shall be governed exclusively by this Agreement and the applicable Schedules. In the event of a conflict between the terms of a Schedule and this Agreement, the terms of the Schedule shall take precedence. 7.2. Fees: Unless otherwise provided in the Schedule, Neterium shall invoice Customer for all agreed fees on the Schedule effective date. Customer shall pay Neterium the agreed fees described in the Schedules for the Neterium Services and initial provisioning in accordance with the terms therein (the “Fees”). If Customer’s use of the Neterium Services exceeds the volume set forth on the Schedule, or otherwise requires the payment of additional fees, Customer shall be billed accordingly and Customer agrees to pay the additional fees in the manner provided herein. Neterium Services will not start until all applicable Fees are received on Neterium’s bank account. 7.3. Payment: Unless otherwise provided in the relevant Schedule, Neterium shall invoice Customer for all Fees on the Schedule effective date. Customer shall pay all undisputed invoices within 30 days from the date of the invoice. Except as expressly provided otherwise, Fees are non-refundable. 8. SUPPORT 8.1. Subject to the terms hereof, Neterium will provide Customer with reasonable technical support services in accordance with the terms set forth in Exhibit 2. 8.2. If any amount due by Customer to Neterium under this Agreement is overdue, Neterium may suspend the provision of the support services as set forth in the present Agreement. 10. TERM AND TERMINATION 10.1. Term: The term of this Agreement shall begin on the Effective Date and shall continue until terminated by either Party as outlined in this Section. 10.2. Termination: 10.2.1. Either Party may terminate this Agreement by notice in one or more of the following events: 10.2.1.1. if the other Party is in material default of any obligation imposed by this Agreement, and in the case of a default capable of remedy, fails to remedy such default within fifteen (15) days of receipt of a notice from the terminating party specifying the default and requiring its remedy; 10.2.1.2. upon thirty (30) days’ notice, if all Schedules have expired or have been terminated. 10.2.2. Neterium shall be entitled to terminate without notice in the case of Customer’s nonpayment of any Fees. 10.3. Suspension for Non-Payment: Without prejudice to its right at 9.2, Neterium reserves the right to suspend use of the Neterium Services if Customer fails to timely pay any undisputed amounts due to Neterium under this Agreement, but only after Neterium notifies Customer of such failure and such failure continues for fifteen (15) days. Suspension of the Neterium Services shall not release Customer of its payment obligations under this Agreement. Customer agrees that Neterium shall not be liable to Customer or to any third party for any liabilities, claims or expenses arising from or relating to suspension of the Neterium Services resulting from Customer’s nonpayment. 10.4.3. Upon termination of this Agreement and upon subsequent written request by the Disclosing Party, the Receiving Party of Confidential Information shall immediately return such information or destroy such information and provide written certification of such destruction, provided that the Receiving Party may permit its legal counsel to retain one archival copy of such information in the event of a subsequent dispute between the Parties. 10.4.4. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability. 11. WARRANTY AND DISCLAIMER Neterium shall use reasonable efforts consistent with prevailing industry standards to maintain the Neterium Services in a manner which minimizes errors and interruptions in the Neterium Services. Neterium Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Neterium or by third-party providers, or because of other causes beyond Neterium’s reasonable control, but Neterium shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, NETERIUM DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE NETERIUM SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND OTHER SERVICES ARE PROVIDED “AS IS” AND NETERIUM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 12. INDEMNITY Neterium shall hold Customer harmless from liability to third parties resulting from infringement by the Neterium Services of any European patent or any copyright or misappropriation of any trade secret, provided Neterium is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Neterium will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Neterium Services (i) not supplied by Neterium, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Neterium, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Neterium Services is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Neterium Services are held by a court of competent jurisdiction to be or are believed by Neterium to be infringing, Neterium may, at its option and expense (a) replace or modify the Neterium Services to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a solution to continue using the Neterium Services, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and provide Customer a refund of any prepaid, unused fees for the Neterium Services. 13. LIMITATION OF LIABILITY NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, NETERIUM AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND NETERIUM’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO NETERIUM FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT THE CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 14. GENERAL PROVISIONS 14.1. Neterium and Customer act independently and have no power whatsoever to act as an agent or representative of one another for any purpose whatsoever. Neterium and Customer shall not have the right or authority to assume, create or incur any liability or obligation, expressed or implied, in the name of or on behalf of one another. 14.2. Notices: Any document, letter, notification between the Parties shall be sent to the addresses specified in this Agreement. 14.3. Assignment 14.3.1. Customer shall not assign or otherwise transfer its rights or obligations under this Agreement without the prior written consent of Neterium. 14.3.2. Neterium may assign its rights and obligations under this Agreement in whole or in part and shall, in such a case, notify Customer in writing in a reasonable delay. 14.3.3. Neterium may subcontract any of its obligations or responsibilities under this Agreement to a third party. 14.4. Severability: In the event that any one or more of the provisions or parts of any provisions contained in this agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the same shall not invalidate or otherwise affect any provision or part of any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision or part of any provision had never been contained herein. 14.5. Waiver: This Agreement may not be amended except in writing signed by the authorized representatives of both parties. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the party sought to be charged therewith. The failure of either party to enforce any provision of this Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time. 14.6. Force Majeure: Neterium shall not be liable for non-execution or part execution of this Agreement in case of force majeure or the occurrence of circumstances beyond the reasonable control of Neterium. Without limiting the generality of the foregoing, Neterium will not be liable in case of acts of government, strike, blackout, wars, riots, power failure, epidemics, and communications breakdown including the telecommunications switched network. 14.7. Entire Agreement: This Agreement (including all Schedules, Exhibit, Annexes and any amendment) contains the entire agreement of the Parties and supersedes all previous oral and written communications by the Parties, concerning the subject matter of this Agreement. 14.8. Headings: The headings to the clauses in this Agreement are for ease of reference only and shall not affect the interpretation or construction of this Agreement. 14.9. Governing Law and Disputes: This Agreement and the deeds which result from it are governed and construed in accordance with the laws of Belgium. In the event of a dispute ensuing from the interpretation or the execution of this Agreement, the Parties undertake to attempt in good faith to negotiate a resolution of the dispute prior to pursuing other available remedies. If such a solution cannot be reached, the dispute will be for the exclusive competence of courts of Brussels, notwithstanding plurality of defendants or introduction of third parties. 14.10. Non-Exclusive Service: Customer acknowledges that Neterium Services is provided on a non-exclusive basis. Nothing shall be deemed to prevent or restrict Neterium’s ability to provide the Neterium Services or other technology, including any features or functionality first developed for Customer, to other parties.