Countroll^® End User License AgreementIMPORTANT: BY DOWNLOADING, INSTALLING OR USING THE COUNTROLL® APPLICATION, WEB PORTAL,PLATFORM OR ANY OF ITS UPDATES, UPGRADES OR PATCHES, YOU AGREE TO BE EXCLUSIVELY BOUND BY THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT THAT YOU ENTER INTO WITH LICENSOR, AS IDENTIFIED BELOW. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE DOWNLOADING OR USING THE APPLICATION OR WEB PORTAL. AFTERWARDS, PLEASE CONFIRM YOUR ACCEPTANCE OF THIS AGREEMENT BY CLICKING ON THE “I AGREE” BUTTON BELOW.

This Agreement exclusively governs Your use of the Countroll^® Application, WEB PORTAL, Tag, SENSOR, NIP AND PLATFORM, as defined below.

1. Definitions.

Agreement

Means this End User License Agreement or “EULA”, together with any exhibits, schedules or amendments there to.

Application

Means the Countroll^® mobile application, together with its upgrades, updates and patches, that enables wireless connectivity, data transfer and data processing through interaction with the Tag, Sensor, Nip and Platform.

Business Day

Means Monday until Friday, from 9 AM to 5 PM Belgian time, excluding weekends, Belgian public holidays and any days on which most Belgian banks are not open for business offline.

End User

Means a person or company that uses the Application, Tag, Sensor, Nip and Web Portal together with any interactivity with the Platform, for its own internal operations, excluding any OEM use or any other use that would allow any third party access to and use of the Application, Web Portal, Tag, Sensor or Nip.

License

Means the license rights granted to Licensee under this Agreement.

Licensee

Means the party that enters into this Agreement with Licensor. When used in this Agreement, the terms “You”, “Your” or “Yours” refer to Licensee. Licensor will identify Licensee on the basis of Your data input. In case of doubt Licensor’s identification of its Licensee shall be solely applicable.

Licensor

Means NV Hannecard, a company incorporated and existing under Belgian law, CBE registration n° 0892.311.512, currently with registered offices at B-9600 Ronse (Belgium), Ninoofsesteenweg 589 or any affiliate of NV Hannecard that is duly authorized to intervene as Licensor under this Agreement.

Nip

Means the Countroll^® Nip, a device that includes a sensor, processor, battery, non-volatile data storage, a wireless network interface and firmware and that enables pressure and/or length measuring of a nip or the contact area between two rollers or other assets.

Platform

Means the cloud hosted digital Countroll^® platform, a platform and database that, through the Application and Web Portal, exchanges data with the Tag, Sensor,Nip and that interacts with Licensor’s ERP system.

Product

Means rollers, wheels or other assets on which a Tag, Sensor or Nip is used.

Sensor

Means the countroll^® sensor, a device that includes a sensor, processor, battery, non-volatile data storage, a wireless network interface and firmware and that enables advanced data logging, exchange and consultation with regard to rollers, wheels and other assets.

Tag

Means the countroll^® tag, a device enabling identification of products such as rollers, wheels and other assets by using the Application.

Term

Means the duration or term of this Agreement, as provided in section 8 below.

Web Portal

Means the Countroll^® web based portal for pc and mobile devices that will enable advanced data processing and which will interact with the Platform.

2. License type and scope.

2.1.      The use of the Application and the Web Portal, including their interaction with the Tag, Sensor, Nip and Platform, is licensed to You, not sold.

2.2.      This Agreement grants You, Your employees, Your management and independent contractors working on Your behalf, a non-exclusive right to install and use the Application and Web Portal, as an End User and solely for the purpose of using both in interaction with Tags, Sensors and Nips provided by Licensor or with the authorization of Licensor.

2.3.      The License granted to You is strictly limited to the type and number of licenses confirmed by Licensor through its invoice or otherwise in writing.

2.4.      Licensor may at any time provide You with an update, upgrade or patch for the Application or Web Portal and require it to be immediately downloaded and installed as a condition for You to be allowed to continue using the Application, Web Portal, Tag, Sensor or Nip.

3. Intellectual property rights (“IPR”).

3.1. IPR on Tag, Sensor, Nip, Application, Web Portal and Platform.

3.1.1.    You acknowledge that the Tag, Sensor, Nip, Application, Web Portal and Platform are, either separately or collectively, protected by intellectual property rights, including in particular copyrights and patents.

3.1.2.    All intellectual property rights and trade secret rights, registered or unregistered, existing now or in the future, in any territory worldwide, with regard to the Tag, Sensor, Nip, Application, Web Portal and Platform shall solely belong to Licensor and, where applicable, Licensor’s own licensors. You waive the right to challenge any of Licensor’s intellectual property rights.

3.1.3.    You may not decompile, disassemble or reverse engineer the Tag, Sensor, Nip, Application, Web Portal or any part thereof.

3.1.4.    Your License rights under this Agreement, together with Your obligation to pay any applicable fees due thereunder, are not in any way conditioned by or contingent upon the continued existence of any specific intellectual property right.

3.2. Ownership of and access to data uploaded to the Platform.

3.2.1.    Data uploaded through the Application or the Web Portal, shall be considered exclusively owned by the Licensee uploading such data. Licensee is responsible for the data that it uploads to the Platform and warrants that it is entitled to do so. Licensee is solely responsible for its users that have access to the Web Portal or Application.

3.2.2.    Only Licensee will have access to the data that it has – itself – uploaded to the Platform. Other licensed users, including for example Licensee’s competitors, will only have access to the data that they have uploaded themselves.

3.2.3.    As an exception to sections 3.2.1 and 3.2.2 above:

(i) the owner of the Product (e.g. owner of rollers) with regard to which data was uploaded to the Platform will always have access to and use of all data uploaded with regard to its Products,irrespective of the identity of the party that has uploaded such data;

(ii)         any party that has physical access to a Product, may be able to acquire (visual) knowledge of the (dimensional) characteristics (e.g. roll size, length of the roll table, diameter, Countroll n°, owner ID) of such Product without using the Application or Web Portal.

3.3. Ownership of and access to data generated by the Sensor or Nip.

Every read out of the Sensor or Nip through the Application will initiate an automated transfer of the collected data to the Platform. Data generated by the Sensor or Nip will be exclusively owned by the party that owns the Product on which the Sensor or Nip generated data.

4. License fee.

4.1.      Your access to and use of the Web Portal and Platform are conditional to Your timely and complete payment of any applicable license fees, as agreed upon between You and Licensor through an accepted Quote, separate agreement or otherwise. Termination of Your license rights under this Agreement will however not change ownership rights as provided in section 3 above.

4.2.      If no separate agreement was entered into, the following fee structure shall apply:

-       Use of the Application is free of charge and will remain as such, even if Your access and use of the Web Portal would be terminated;

-       Use of the Web Portal, which is only available under a “Pro Version”, is licensed in consideration of payment of the then-current monthly license fee, currently equal to one (1) euro excl. VAT, per Product that is included as a managed Product in the Web Portal on the last day of the relevant calendar month, provided however:

(i) That Licensor may grant (volume) discounts;

(ii) That no fee is due for the first month that a new managed Product is added to the Platform;

(iii) That managed Products may be removed from the Platform by their owner at any time and without extra charge (albeit that any single managed Product may only be added and removed free of charge one time);

(iv) That Licensee shall not be held to pay any license fee for: (i) the first month that it uses the Platform, nor for (ii) the month in which it terminates this Agreement.

5. Warranties, disclaimer and limitation of liability.

5.1.      Licensor represents and warrants:

(a)   That the execution, delivery and performance of this Agreement are within its powers.

(b) That the execution, delivery and performance of this Agreement will not violate any agreement by which it is bound.

(c) That there are no pending third party claims related to the Tag, Sensor, Nip, Application, Web Portal or Platform and that, to its knowledge, no are threatened.

(d) That it will defend and hold You harmless against any claim, lawsuit or proceeding brought against You on the basis of the assertion that Your authorized use of the Tag, Sensor, Nip, Application or Web Portal infringes upon an intellectual property right protected by the laws of the European Union or their member states (including the UK) but only to the extent that such claim is directly based upon the Tag, Sensor, Nip, Application or Web Portal itself (and not on Your unauthorized modifications or combinations with other products). The foregoing undertaking of Licensor is conditioned upon: (1) You notifying Licensor in writing of any claim within ten (10) Business Days after You first receive notice thereof, and (2) You providing to Licensor at no cost such assistance and cooperation as it may reasonably request from time to time in connection with the defense of the claim and (3) You allowing Licensor to have sole control over the defense of any claim (including, without limitation, the selection of counsel and the right to settle on any terms Licensor deems desirable in the sole exercise of its discretion). Licensor may however not enter into any settlement that includes any recognition of liability on Your behalf without having obtained Your prior written consent.

5.2.      LICENSOR ONLY PROVIDES THE WARRANTIES EXPLICITLY MADE IN THIS AGREEMENT. ALL OTHER WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER IMPLIED, EXPRESS OR STATUTORY, ARE DISCLAIMED.

5.3.       The limitation of liability and exclusions of certain damages stated herein shall apply regardless of the failure of essential purpose of any remedy. TO THE EXTENT NOT PROHIBITED BY MANDATORY LAW, AND EXCEPT FOR THE SITUATION OF WILLFUL MISCONDUCT OR FRAUD, LICENSOR SHALL IN NO EVENT BE LIABLE FOR LOST REVENUES, LOST PROFITS, LOSS OF BUSINESS, LOSS OF DATA, OR ANY INCIDENTAL, INDIRECT, EXEMPLARY, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING SUCH DAMAGES ARISING FROM ANY BREACH OF THIS AGREEMENT OR ANY TERMINATION OF CONTRACT, TORT OR OTHERWISE AND WHETHER OR NOT FORESEEABLE, EVEN IF LICENSOR HAS BEEN ADVISED OR WAS AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. LICENSOR’S AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT, SHALL, UNDER NO CIRCUMSTANCES, EXCEED THE FEES PAID TO LICENSOR UNDER THIS AGREEMENT during a period of twelve (12) months prior to YOUR KNOWLEDGE of the grounds on which the relevant claim was based.

6. Licensor’s administrator rights.

6.1.      Licensor is allowed to create, use, maintain and administer a database with regard to data uploaded by Licensee and its End Users.

6.2.      Licensor will only use data collected on its Platform for providing support and maintenance, for quality control and improvements. Licensor does not aim at obtaining any personal identifiable information and will not use any data for purposes of direct marketing nor will Licensor give access to or disclose Licensee’s data to any third party.

6.3.      Without prejudice to section 8.4, Licensor is not held to provide a copy of any data collected during the Term of this Agreement after its termination or expiration.

7. Platform service levels and availability.

7.1. Licensee acknowledges that the Platform is hosted by and operates from the Microsoft Azure cloud platform. Licensor guarantees the availability and service levels that have been guaranteed to it by Microsoft, the current applicable terms and conditions being available through:

Virtual Machines: 2 instances in 1 availability set: 1 instance at least 99.95% of the time :
https://azure.microsoft.com/en-us/support/legal/sla/virtual-machines/v1_6/
Application Gateway: 2 medium instances : at least 99.95% of the time
https://azure.microsoft.com/en-us/support/legal/sla/application-gateway/v1_1/
Cosmos DB: The service offers 99.99% of the time
https://azure.microsoft.com/en-us/support/legal/sla/cosmos-db/v1_1/
Managed MySql: 99.99% of the time upon general availability:
https://docs.microsoft.com/en-us/azure/mysql/concepts-high-availability
IoT Hub: S1 - Standard - 1 unit: at least 99.9% of the time:
https://azure.microsoft.com/en-us/support/legal/sla/iot-hub/v1_1/
Storage (includes managed disks): 99.9% :
https://azure.microsoft.com/en-us/support/legal/sla/storage/v1_3/

7.2. Licensor is discharged from any other warranties than those provided in section 7.1. For the avoidance of doubt, it is confirmed that section 5.2 and 5.3 above shall also apply to this section regarding service levels.

8. Term.

8.1.      Your license rights under this Agreement will continue in effect, as from the effective date confirmed by Licensor, for an indefinite term.

8.2.      Licensor may terminate this Agreement for convenience upon serving at least three (3) months written notice. Termination for convenience will not entitle You to any refund of fees paid in performance of this Agreement.

8.3.      Licensee may terminate this Agreement for convenience, effective immediately upon serving written notice thereof. Termination for convenience will not entitle You to any refund of fees paid in performance of this Agreement but no license fees will be due for the month in which this Agreement is terminated by Licensee (see also section 4.2 (iv)).

8.4.      Upon termination of this Agreement and irrespective of the grounds therefor:

-       You must immediately terminate any use of the Web Portal;

-       You will remain owner of data in accordance with section 3 above;

-       Licensor may terminate your access to Web Portal but shall only do so without unreasonably jeopardizing Your operational continuity. Additionally, the owner of managed Products shall be entitled to receive a one-time electronic copy of all data stored on the Platform with regard to its Products at the time of termination. Such copy shall be communicated through an online transfer and must be requested within two months following termination.

9. Miscellaneous.

9.1.      Notices. Any notices, excluding day-to-day operational correspondence between Licensor and Licensee, to be sent under this Agreement, must be done in writing and shall be deemed received either: (i) upon the time of actual receipt when sent by courier service that includes a signed acknowledgment of receipt or (ii) the third Business Day after being sent by registered mail.

9.2.      Assignment. You may not assign or delegate this Agreement or any of Your rights or obligations thereunder, in whole or in part, by operation of law or otherwise, to any third party without the prior written consent of Licensor. Licensor may assign this Agreement, together with all rights and obligations included therein, to any third party acquiring the rights upon the Countroll Application, Web Portal and Platform, together with any updates, upgrades or other modifications thereof. Any such assignment will be valid and opposable to You upon written notification thereof by Licensor, causing this Agreement to be continued with such Assignee without any other change than the identity of Licensor.

9.3.      Affiliate as Licensor. As provided in section 1 above, NV Hannecard may have this Agreement executed and/or performed by any of its affiliated companies. Any such affiliated company will be regarded as the sole “Licensor” under this Agreement as from the time that NV Hannecard or its relevant affiliate brings it to Your attention that the latter shall intervene as sole Licensor under this Agreement.

9.4.      Privacy and data protection. Licensor does not accept the transfer, storage or processing of any personal data or personal identifiable information and only collects or processes (anonymized and aggregated) data with regard to Products. Licensor nevertheless undertakes to comply with any applicable privacy and data protection legislation (including GDPR). Licensor’s general privacy policy, available through www.countroll.com, applies to the processing of any personal data by Licensor.

9.5.      Governing law and jurisdiction. This Agreement is governed by and shall be construed and interpreted in accordance with Belgian law and not effect shall be given to any other choice of law or conflict of laws rules (Belgian or foreign) that would cause other laws to be applicable. The application of the UN Convention on the Sale of Goods is excluded. Licensor and Licensee consent to the exclusive jurisdiction of the courts of Ghent, Ghent division, Belgium.

9.6.      Entire agreement. This Agreement reflects the entire agreement between Licensor and Licensee with regard to its subject matter and supersedes any prior proposals, negotiations and other written or oral communications between the parties with regard to its subject matter, excluding only the separate agreement(s) with regard to license fees as referenced in section 4. No modification of this Agreement, and no waiver of any breach of this Agreement, shall be effective unless made in writing and, when invoked against Licensor, duly signed by its authorized representative.

9.7.      Counterparts. This Agreement may be executed in any number or counterparts, notwithstanding the fact that the parties thereto are not signatories to a single instrument. Acceptance and execution of this Agreement may take place electronically, via click consent or otherwise.

THUS HAS BEEN AGREED UPON