Software Trial Conditions

1. INTRODUCTION

By accessing and using the software solution developed by Yields NV, incorporated under the laws of Belgium, with registered offices at Kranenburg 6, 8200 Bruges, Belgium and registered with the Crossroads Bank of Enterprises under company number BE0674.499.495 (“Yields”), which is aimed at performing reproducible computations and generating standardized reports from those calculations (the “Yields Solution”), you (hereafter also referred to as the “Client”) agree to be bound by these software trial conditions (the “Software Trial Conditions”) and all applicable laws and regulations.

2. TRIAL OF THE YIELDS SOLUTION

Pursuant to these Software Trial Conditions, Yields provides the Client access to the Yields Solution by means of a license (subject to the scope and conditions set forth in article 3 hereunder) for a limited period of time (i.e., during a term of 1 week as of the date of acceptance by the Client of the Software Trial Conditions (the “Effective Date”) (such term hereafter referred to as the “Trial Period”)) and free of charge in order to allow the Client to evaluate and test the Yields Solution within a real-live use case of and with real-live test data of the Client during the Trial Period in order to enable the Client to decide whether the Yields Solution provides sufficient added value to the business of the Client (the “Evaluation”). Yields will provide the Client with user documentation (in paper or electronic form) associated with the licensed Yields Solution to facilitate the use thereof (the “Documentation”). Client acknowledges that the Documentation is copyrighted, and that it will not disclose any of the contents of such Documentation to any third party, and will not distribute any copy of any such Documentation to any third party.

The Client is provided with a single User ID (login) and password. The Client is responsible for the confidentiality of that login and password and for the confidentiality of any other (security-related) information disclosed to the Client and the Client shall be liable for any and all activities that occur with the use of its login and password. The Client must notify Yields as soon as possible of any known or suspected unauthorized use of Client’s login or password and any other breach of security relevant to these Software Trial Conditions or to Yields.

Upon termination of the Trial Period, the Client is provided the opportunity to purchase the Yields Solution by entering into a SaaS licensing agreement with Yields, failing which, the client shall no longer have access to and be entitled to use the Yields Solution.

3. GRANT OF LICENSE

Subject to the terms of these Software Trial Conditions, Yields grants to Client a worldwide, royalty-free, personal, limited, revocable, non-exclusive, non-sublicensable, and non-transferable license to use the Yields Solution solely for the purposes of the Evaluation during the Trial Period (the “License”).

Except as otherwise expressly permitted in these Software Trial Conditions or allowed in writing by Yields, Client shall not: (i) sell, license, rent, distribute, sublicense or otherwise transfer in whole or in part, the Yields Solution or the Documentation to a third party; (ii) attempt to modify, decompile, disassemble, translate, reverse engineer or otherwise attempt to derive source code from, the Yields Solution; (iii) create derivative works based upon the Yields Solution or Documentation; (iv) (try to) circumvent the protection measures and access control measures embedded within the Yields Solution; (v) alter or delete any copyright or other notices which appear in the Yields Solution or in the Documentation; (vi) allow third parties to access to, or permit third parties to use the Yields Solution or Documentation.

The Client is not entitled to receive any copy of the Yields Solution in any form (source code, object code, executable code, or other form) other than what is provided by Yields at the time of the provision of access to the Yields Solution. The Client shall not make copies of the Yields Solution.

4. OWNERSHIP

Notwithstanding anything to the contrary, except for the limited license rights expressly provided in these Software Trial Conditions (under article 3), Yields has and will retain all rights, title and interest in and to the Yields Solution, Documentation, including any and all Intellectual Property Rights (as defined below), and all modifications and derivative works thereto. As an exception, components of the Yields Solution which have been licensed to Yields under an open source license shall be owned by the organisator and licensed to Client under the applicable open source license.

Client acknowledges that Client is not obtaining any Intellectual Property Right in or to any materials and information provided by Yields to Client in connection with these Software Trial Conditions (“Materials”), other than the rights of use specifically granted in these Software Trial Conditions. In particular, Materials shall be subject to the restrictions of use as set out in these Software Trial Conditions, and cannot be modified, distributed or disclosed to third parties, nor can any copyright or other ownership notices on it be deleted or modified.

For the purposes of these Software Trial Conditions, “Intellectual Property Rights” means patents, trademarks, service marks, registered designs, trade secrets, copyrights, design rights, knowhow, confidential information, trade and business names, domain names, database rights, rental rights and any other intellectual or industrial property or similar right throughout the world, including applications for and the right to apply for any of the preceding items.

5. WARRANTY

To the maximum extent permitted by law, Yields makes no warranty, representation or promise not expressly set forth in these Software Trial Conditions. Except as expressly warranted in these Software Trial Conditions, the Yields Solution, the Documentation, and the Materials are provided on an “AS IS” basis. Yields disclaims and excludes any and all implied warranties, including, without limitation, those of merchantability, system integration, course of performance, fitness for a particular purpose and non-infringement. Yields makes no warranty with respect to any hardware, software or product of any third party. All use of and reliance on the Yields Solution, the Documentation and the Materials by Client or under these Software Trial Conditions are at the sole risk of the Client. Yields does not guarantee the accuracy and the correctness of the results generated by the use of the Yields Solution.

Yields does not guarantee or warrant that the use of the Yields Solution Documentation or any Materials provided to Client by Yields will be uninterrupted.

The Client acknowledges that the Yields Solution (including the Documentation) and the Materials are not necessarily complete or free of error and that the Client is cautioned and expected to verify any results or work product obtained through use of the Yields Solution (including the Documentation) and the Materials.

6. LIABILITY

Yields will not in any case be liable for any indirect, special, incidental, consequential, exemplary, or punitive damages or for loss of profits, revenue, or business, even if provider has been advised of the possibility thereof. Yields will not be liable for loss of use of any website, internet access, hardware or software, loss of data, costs of recreating lost data, damages to hardware or to software of the Client or third parties, the cost of any substitute performance, equipment software, or system, claims by any party other than the Client or damages consisting of claims made by third parties against the Client. These Software Trial Conditions define a mutually agreed upon allocation of risk.

In any circumstances, Yields’ aggregate liability arising from or relating to these Software Trial Conditions or the Yields Solution, Materials and Documentation (regardless of the form of action or claim – e.g. contract, warranty, tort, malpractice, and/or otherwise), which cannot otherwise be excluded by law, will not exceed the maximum amount effectively paid out by the insurance company of Yields.

Under no circumstances shall any other person be considered a third party beneficiary of these Software Trial Conditions or shall any other person otherwise be entitled to any rights or remedies under these Software Trial Conditions.

7. INDEMNIFICATION

The Client shall defend and indemnify Yields and its officers, directors, employees, shareholders, and representatives against, and hold them harmless from, any and all claims by any agent, representative, contractor, client, customer, employer, or third party arising out of any use of or reliance on the Yields Solution (including the Documentation) and the Materials, and any liabilities, judgments, awards, settlements, damages, losses, attorneys’ fees, and costs arising from or attributable to such claims.

Yields shall defend, indemnify and hold Client and its officers, directors, employees and representatives harmless from and against all costs, liabilities, losses and expenses arising from any founded third party claim, suit, action or proceeding arising from the infringement of any European Intellectual Property Right by the Yields Solution or the Documentation. In case of such a claim, Yields may, in its sole discretion, (i) procure a license that will protect Client against such claim without cost to Client, or (ii) replace the Yields Solution or Documentation, with a non-infringing Yields Solution or Documentation, or (iii) if Yields deems such remedies not practicable, Yields may terminate the License and these Software Trial Conditions without fault.

8. PRIVACY STATEMENT – DATA PROTECTION

The Client explicitly agrees and consents to the collection and processing of its Personal Data (in the sense of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC) by Yields in accordance with the provisions of its Privacy Policy posted at Privacy policy – Yields.io , and in order to allow Yields to perform its obligations under these Software Trial Conditions. The Client is well aware of its right to withdraw its consent to the processing of its Personal Data at any time by email to jos.gheerardyn@yields.io.

9. TERMINATION

These Software Trial Conditions enter into effect on the Effective Date and end upon the expiry of the Trial Period. All rights and obligations under articles 4, 5, 6, 7 and 8 of these Software Trial Conditions will survive the expiration or termination of these Software Trial Conditions.

The Trial Period can be terminated by the Client at any time upon prior written notice by email to jos.gheerardyn@yields.io. Yields has the right to terminate the Trial Period without any notice period (and the consequent access of the Client to the Yields Solution) if (i) the Client is found to be in violation of the provisions as included in these Software Trial Conditions, or (ii) at any time upon written notice to the Client (including by email).

10. GENERAL PROVISIONS

Entire agreement. These Software Trial Conditions comprise the entire agreement between Yields and the Client with respect to its subject matter, and replace, annul and supersede any previous written or oral agreements and arrangements between the Parties with respect to the same matter.

Waiver. The failure of Yields or the Client to prosecute its rights with respect to a default or breach hereunder shall not constitute a waiver of the right to enforce its rights with respect to the same or any other breach. Any waiver under these Software Trial Conditions must be given by notice in writing to that effect.

Severability. The provisions of these Software Trial Conditions are severable. If any provisions of these Software Trial Conditions are determined invalid or unenforceable under any controlling body of law, such invalidity or unenforceability shall not affect the validity or unenforceability of the remaining provisions. Yields and the Client agree to substitute such invalid or unenforceable provision by a like provision to accomplish the intent of the Parties to the extent permitted by the applicable law.

Governing law and Jurisdiction. These Software Trial Conditions are governed by Belgian law. All disputes that arise from the creation, performance, termination and/or interpretation of these Software Trial Conditions that cannot be settled amicably shall be brought before the courts of Ghent.