This GeoDin Software License Agreement (“Agreement”) governs the use and access of the GeoDin software (“Software”) provided by Fugro Technology B.V., company registration number 14614376 and having its registered address at Veurse Achterweg 10, 2264SG Leidschendam, The Netherlands (“Licensor”). By clicking the “Buy Now” or “I Agree” button and proceeding with the purchase and/or by accessing, installing, using the license key to the Software, you (“Licensee”) enter into a legally binding Agreement with the Licensor. If you are acting on behalf of a company or institution, the terms and conditions of this Agreement and the term “Licensee” shall automatically extend to your company or institution. By accepting this Agreement, you acknowledge that you have read and understood its terms and conditions, and you agree to be bound by them. If you do not agree with the terms of this Agreement, please do not proceed with the purchase, download and installation.

This Software is intended for business and commercial purposes. This Agreement does not grant the Licensee or any consumer any right to use the Software for personal or household purposes. Should a consumer pay, download and use the Software, it is entirely at their own risk. Licensor explicitly disclaims any responsibility or liability for any damage or issues, arising from or in connection with such unauthorised consumer use of the Software.

This Agreement encompasses all software products, documentation, instructions (“Documentation”), including those accessible via the platform ‘Shopify’ or any other cloud environment in which the Licensor makes the Software and the Documentation available to you. Please note that the platform Shopify may have its own terms of use https://geodin.com/policies/privacy-policy which you must adhere to. The Licensor takes no responsibility to make such terms of use of the platform available to you.

After purchase of the Software, an auto-generated email may be sent to you with the details of the purchase. Any such auto-generated email shall form an integral part of this Agreement. In the event of a conflict between any auto-generated email and the terms of this Agreement, the terms of this Agreement shall prevail.

By agreeing to the terms of this Agreement any existing license agreement pertaining to the Software with the Licensor will be automatically replaced and superseded by this Agreement.

If you require a printed version of this Agreement before accepting these terms and conditions, please click on the hyperlink to the License Agreement to retrieve and print this Agreement or print out this Agreement, prior to accepting the terms and conditions.

Definitions:

“Affiliates” means with respect to a party: a person directly or indirectly controlling, or controlled by, such party, or which is directly or indirectly controlled by a person who also controls such party. For the purposes of this definition, a “person” means any individual, company, partnership or unincorporated association (whether or not having separate legal personality).“Authorised User” means the Licensee and any other person within the control of the Licensee who has been authorised by the Licensee to use the Software. An Authorised User is a representative of the Licensee.“Documentation” means any supporting material, instruction, or any other document, that may be available during download of the Software.“License” means a non-exclusive, non-transferrable right granted by the Licensor to the Licensee to use the Software in accordance with the terms and conditions of this Agreement.“Licensee” means the person or entity entering into this Agreement through its authorised representative by clicking the “I Agree” or “Buy Now” button and who is authorised by the Licensor to use the Software, including the Licensee’s Affiliates.“License Fee” is the fee paid by Licensee to Licensor for the right to use the Software in accordance with this Agreement. The License Fee may be a one-time payment for a specific version of the Software or a recurring annual subscription fee, as specified on the product page or during the purchase process.“Licensor” means Fugro Technology B.V., with company registration number 14614376 and having its registered address at Veurse Achterweg 10, 2264SG Leidschendam, The Netherlands“Major Update” means a commercial release of the Software which has substantial added functionality over the current version/model of the Software, and it is intended to replace the current Software version/model.“Minor Update” refers to and may include added new or backward-compatible features and enhancements.“Patch Update” refers to and may include bug fixes and security improvements that are crucial for maintaining the Software’s stability and security.“Software” means the Fugro GeoDin software and any associated feature.

1. General Terms – scope of use

a. Pursuant to this Agreement, the Licensor hereby grants to the Licensee a nonexclusive, non-transferable, non-assignable, revocable, limited use, limited period License to use and access the Software and Documentation on the terms and conditions of this Agreement. If you have received a trial version of the Software, the License shall automatically terminate on the date notified to you, without any notice of termination being required.

The Software is for internal business purposes only, solely and exclusively for the Licensee. The Licensee shall not assign, sell, rent or sub-license the use of (in whole or in part) the Software without the explicit consent of the Licensor.

c. Licensor reserves the right to update the terms of this Agreement, provide any feature and/or discontinue any version or feature of the Software at its sole discretion. The Licensor may inform the Licensee of such change or update in the terms and conditions of the Agreement by giving written notice least one (1) month prior to the date on which the change or update will take effect. If the Licensee does not want to accept the adjusted terms and conditions or any change, the Licensee is entitled to terminate this Agreement by serving a written notice of termination, within thirty (30) days following the notice of the change by the Licensor and effective from the date on which the change or update would take effect.

2. Installation requirements

a. The Software may have minimum system requirements for installation and operation. These minimum requirements may be displayed on the product page of the Software or otherwise communicated to the Licensee before purchase. Licensee acknowledges and agrees that it is their sole responsibility to ensure their computer system meets the minimum requirements before purchasing a License. Licensor does not warrant that the Software will function properly on any computer system that does not meet the minimum requirement. Licensor reserves the right to update the minimum requirements at any time.b. The Software shall be installed and operated only on devices owned by the Licensee or under the Licensee’s full control.c. Single-use License – If the License is intended and purchased as a ‘single-user license’, the Software shall be installed on a single device for use by a single Authorised User only, to be used by such an Individual user at one time in one location only. Transfer of the Software from one device to another device, is permitted only to such devices that are under the full control of the Licensee. Such transfer of the Software from one device to another should meet the basic requirements of a single-user license.d. Multiple-use License – If the License is intended and purchased as a ‘multiple-user license’ or a ‘network license’, the Software may be installed on multiple devices for an agreed number of concurrent Authorised Users.e. Installation shall be carried out by the Licensee within five (5) business days following the receipt of the License execution file and Documentation (“Installation Period”). At the end of the Installation Period, the Licensee shall be deemed to have accepted the Software.

3. Support, Maintenance, and Updates

a. Support is limited to only assisting with the installation of the Software if there are apparent defects, bugs or any such issues that arise directly out of the Software or if such installation support is provided as a part of the License package. Modification, customisation to suit the Licensee’s information technology (IT) infrastructure or any other personalisation, is not a part of the standard Licensee Fee or support under this Agreement. Licensor may provide such customisation at its own discretion and as an additional feature of the Software, at full cost to the Licensee.b. Licensor may regularly update the Software to introduce new features, improve functionality and/or enhance security. These updates may include Major Updates, Minor Updates or Patch Updates. It is Licensee’s responsibility to install updates as soon as these are released and pushed to the Licensee and to keep the Software updated at all times to ensure the optimal performance, security and access to the latest features. Updates may be pushed by the Licensor, at its sole discretion.c. Support and updates are provided for the most current version of the Software. Older versions of the Software may be supported with limited and critical security Patch Update for a period of three (3) months only from the date of notification of a Major Update, after which, the older version of the Software shall not be supported. To continue enjoying the optimal functionalities of the Software, Licensee is recommended to always update the Software. Licensee acknowledges and accepts that Updates and Upgrades may be subject to new minimum and other installation requirements.d. Licensor shall have no obligation to provide a response or support if Licensee’s technical inquiry is caused by: (a) incorporation or attachment of a feature, program, or device to the Software not approved or supplied by Licensee; (b) any nonconformance caused by accident, transportation, neglect, misuse, alteration, modification, or enhancement of the Software; (c) failure to provide a suitable installation environment; (d) use of the Software other than as described in its Documentation or as authorised under this Agreement; or (e) failure to incorporate any Update or Upgrade previously released by Licensee.

4. Limited Use

Except as otherwise expressly set out in this Agreement, the Licensee agrees:

a. not to copy the Software or Documentation unless such copying is incidental to normal use of the Software or is necessary for back-up or operational security;

b. not to rent, lease, sublicense, loan, transfer, merge, adapt, modify, assign or otherwise transfer the Software or Documentation;

c. not to make any changes or modifications to all or any part of the Software, or to permit any such changes or modifications to be made or to permit the Software or any part thereof to be combined with or incorporated into any other program;

d. not to disassemble, decompile or reverse engineer all or any part of the Software, or create derivative works based thereon or attempt to do any of these things, except that such acts cannot be prohibited because they are essential to achieve interoperability of the Software with other software programs and provided that any information obtained by Licensee from such activities:

i. is not disclosed or communicated to a third party to whom it is not required to be disclosed or communicated, without the prior written consent of the Licensor; and

ii. not be used to create software that is substantially similar to the Software;

e. to keep all copies of the Software secure and maintain accurate and up-to-date records of the number and location of all copies of the Software;

f. to supervise and control the use of the Software and ensure that the Software is used by Licensee and it’s Authorised Users, in accordance with the terms of this License;

g. to include the Licensor's copyright notice and the terms of this Agreement in all copies of the Software, in whole or in part, in any form whatsoever; and

h. not to reproduce the Software in any form, whether in whole or in part (including but not limited to program lists, object and source program lists, object code and source code) to any person other than the Authorised Users, without the prior written consent of the Licensor or otherwise make it available in any form or format whatsoever.

i. not to merge all or any part of the Software with other technology or software programs (except as expressly authorised in writing by Licensor).

5. Warranties

a. Licensor warrants that from the date of delivery to the Licensee, the Software, when used in accordance with the Documentation, under normal use, will perform substantially in accordance with the functionalities described in the Documentation for a period of thirty (30) days (the "Warranty Period"). Licensor does not warrant that the use of the Software shall be uninterrupted and/or error-free.

b. License procured for a trial version or demo version is provided ‘as is’. Licensor provides no warranty and assumes no responsibility or liability arising from use of such trial version or demo version.

c. If the Licensee notifies the Licensor of any defect in the Software as a result of which it does not perform substantially in accordance with the functionalities described in the Documentation within the Warranty Period, Licensor will use commercially reasonable efforts to, at its sole discretion, correct the defect in the Software or replace the Software. Replacement of Software, if agreed to, shall require proof of purchase and documented example of the defect and/or error. The foregoing will be the Licensor’s sole liability and the Licensee’s exclusive remedy under this warranty.

d. This warranty does not apply to any defect in the Software or other nonconformity caused by: (i) Licensee’s use of the Software in a manner not in accordance with the Documentation or this Agreement; (ii) third-party software or hardware; or (iii) modifications or enhancements to the Software not made or authorised by the Licensor.

e. All conditions, warranties or other terms which might have effect between the parties or be expressly or impliedly incorporated into this Agreement, whether by statute, common law or otherwise, are hereby excluded to the extent permitted by law, including any implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose, reliability on results obtained by the use of the Software and use of reasonable skill and care.

6. Limited Liability

a. The total liability of the Licensor in respect of any and all loss or damage suffered by the Licensee as a result of or in connection with this Agreement (including any liability for acts or omissions of its employees, agents, Affiliates and sub-contractors), whether arising in contract, tort (including negligence) or otherwise, shall be limited to the maximum aggregate amount equal to 100% of the License Fee.

b. Neither party is liable for any indirect or consequential loss or damage, loss of profits, loss due to business interruption, loss as a result of claims of Licensee’s clients, whether caused by tort (including negligence), or otherwise. Liability for corruption, destruction or loss of data or documents is also excluded. c. The limitations and exclusions described in clauses 6a and 6b do not apply if and insofar as the damage is caused by intent or deliberate recklessness on the part of the Licensor.

d. Licensor shall indemnify and hold harmless Licensee against any third-party infringement claim owned and developed by the Licensor, including the Software. Licensor shall have no liability and this indemnity shall not apply if the alleged infringement in the Software or the Documentation is not developed or owned by Licensor, or it is due to a modification of the Software that does not originate or authorised by the Licensor.

7. License Fee

a. The License Fee for single-use License or multiple-use License is set at the discretion of the Licensor and is indicated by Licensor at the time of purchase of the respective License, as amended from time to time in accordance with this Agreement The License Fee is exclusive of any taxes.

b. Unless the License Fee has been paid at the time of the purchase of the License along with the ‘Buy Now’ button, the License Fee will be invoiced to the Licensee. Any sums due shall be paid by the Licensee in accordance with the payment terms agreed or as stated in the invoice. The Licensee is neither entitled to suspend any payments nor to set off any sums due.

c. The Licensor may adjust the applicable License Fee by giving written notice to the Licensee at least two (2) months prior to the date on which the adjusted License Fee will take effect. If the Licensee does not want to accept the adjusted License Fee, the Licensee is entitled to terminate this Agreement by serving a written notice of termination, within thirty (30) days following the notice of the adjustment by the Licensor and effective from the date on which the adjusted License Fee would take effect.

d. All applicable taxes, including value added taxes (VAT) and/or any other taxes, related to buying the License, download and installation, shall be borne solely by the Licensee.

8. Duration and Termination

a. License subscription is for twelve (12) months which will automatically renew for terms of like tenure unless either party gives notice of cancellation or of its election not to renew the term at least thirty (30) days prior to the expiration of the then-current term.

b. Either party may terminate this Agreement, with immediate effect, in the event of a material breach of this Agreement by the other party. The failure of a Licensee to pay an outstanding invoice of the Licensor shall always constitute a material breach of this Agreement. Either party may terminate this Agreement with immediate effect, upon either party becoming insolvent or bankrupt or otherwise going into liquidation.

c. Upon termination for any reason:

all rights granted to Licensee under this License shall terminate;

i. Licensee must cease all activities authorised by this License;

ii. Licensee must immediately delete the Software and Documentation from all devices and immediately destroy or expunge of all copies if the Software in the Licensee’s possession, custody or control.

iii. The Licensee will have access to the Software for the remaining of the subscription period following the notice of termination and subsequent termination. Licensee shall not have access to the full active features of the Software or enjoy the optimal functionalities of the Software upon the expiration of the remaining subscription period.

9. Intellectual Property

a. “Intellectual Property” shall mean and include patents, rights to inventions, copyrights and related rights, moral rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or for passing off, rights in design, rights in confidential information (including know-how and trade secrets), including any modification, improvements and enhancements of such intellectual property and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.

b. Licensor is the sole and exclusive owner of all rights, title and interest in and to the Software and the Documentation and all modifications and enhancements thereto (including ownership of all Confidential Information and Intellectual Property pertaining thereto and subsisting therein), subject only to the rights and privileges expressly granted to the Licensee by Licensor under this Agreement and through the License.

c. The Licensee acknowledges and agrees that the Intellectual Property are and remain the exclusive property of Licensor and that nothing contained or implied in this Agreement confers or is intended to confer on the Licensee any right, title or interest in or to the Intellectual Property or any part thereof. The Licensee acknowledges and agrees that it shall have no rights in the Intellectual Property other than the rights to use the same in accordance with the terms of this Agreement.

d. The Licensee acknowledges that the Software is a commercially valuable, proprietary product of Licensor, the design and development of which reflect the effort of skilled development experts and the investment of considerable time and money. Any infringement by the Licensee to the Intellectual Rights of Licensor, without prejudice to the right of the Licensor to obtain compensation in full for the damage suffered, will include the right to seek injunction and any other entitlement under law or in equity.

e. The Intellectual Property obligations under this Clause 9 shall survive the termination and/or expiry of the Agreement and License, for whatsoever reason.

10. Confidentiality

a. “Confidential Information” shall mean and include any and all information of whatever nature and whether in written, electronic, visual, oral, or any other form, provided to Licensee in connection with the Software and Documentation.

b. Licensee shall (i) keep the Confidential Information strictly confidential, and (ii) with regard to the Confidential Information, use at least the same means Licensee uses to protect its own confidential and proprietary information. In addition, Licensee shall only share Confidential Information with any of its directors, officers, members, employees or contractors on a need-to-know basis in connection with the use of the Software and who are bound by confidentiality obligations substantially similar to those contained herein.

c. Licensee shall not share any Confidential Information with any other third party or for any purpose without prior written consent from Licensor.

d. Licensee may disclose Confidential Information only if and to the extent required by any applicable law, rule or regulation or by any competent court or governmental authority (“Legal Requirements”). In such an event, the Licensee must inform the Licensor of such a request forthwith.

e. The Confidentiality obligations under this Clause 10 shall survive the termination and/or expiry of the Agreement and License, for whatsoever reason.

11. Data Processing

Receiving Party acknowledges that some Confidential Information may be information relating to one or more identified or identifiable natural persons ("Personal Data") and that use of any Personal Data may be regulated by the General Data Protection Regulation (EU) 2016/679 or any other law regulating the processing of Personal Data ("Data Privacy Laws"). In respect of any Personal Data, Receiving Party shall ensure that it treats the Personal Data (if any) received by or on behalf of Disclosing Party, in accordance with the requirements of the applicable Data Privacy Laws. More in particular, Receiving Party shall not process, transfer, modify or amend any Personal Data received by or on behalf of Disclosing Party, nor use it for any other purpose than for the purpose it has been disclosed. Receiving Party shall treat the Personal Data as confidential, limit access only to those persons who need access to the Personal Data and shall not store or save the Personal Data any longer than strictly necessary to carry out the purposes for which the Personal Data was disclosed to Receiving Party. To the extent Receiving Party needs to process Personal Data on behalf of Disclosing Party, the parties shall enter into a Licensor’s Data Processing Agreement.

Non-Personal Data collection and use - Licensor may collect certain non-personal data ("Non-Personal Data") in connection with Licensee’s use of the GeoDin website and the Software, such as website traffic data, anonymized location and payment information, customer defect notification, customer feedback, usage statistics, user interaction with the Software functionalities and error logging. This Non-Personal Data, in an aggregated and anonymized form, allows Licensor to analyze usage trends, improve the Software and services, provide support, and develop new features for the benefit of the users.

12. Sanctions and Regulation

The parties agree that neither party shall have any obligation nor any liability to undertake any work or provide any services under this Agreement which may, at any time, put either party in breach of any existing or newly introduced UN, EU, UK or US embargoes, sanctions or export control regulations, or any other local law restriction or requirement in a jurisdiction in which the parties undertake work or provide services (together “Sanction Limitations”). In the event that, one party, in its sole discretion, determines that, it is unable to commence work or any part of it or provide services, on the account of Sanctions Limitation, including goodwill harm caused by such Sanctions Limitations, that party may cease work or cease to provide services immediately and without any liability to the either party.

13. Governing law and dispute resolution

a. This Agreement and any contractual or non-contractual obligations arising out of or in connection with it are governed and construed by the laws of the Netherlands.

b. Subject to Licensor’s right to seek an injunction, in the event of a dispute arising out of or in connection with this Agreement, the parties shall endeavour to resolve this dispute by amicable discussions within a period of thirty (30) days from the moment the dispute has been raised by one of the parties.

c. Subject to clause 13c, all dispute which may arise out of or in connection with this Agreement, including disputes concerning the existence and validity thereof, shall be settled in first instance in the Amsterdam District Court.

14. Force Majeure

a. None of the Parties shall be deemed to be in breach of this Agreement by reason of any delay in performance or non-performance of any of its obligations hereunder to the extent that such delay or non-performance is due to circumstances beyond its control ("Force Majeure”). Circumstances beyond Licensor’s control include, among other things, circumstances beyond the control of the Licensor’s suppliers or contractors, power failures, measures by public authorities, failures of the internet, data network or telecommunication facilities, (cyber) crime, (cyber) vandalism, riot, war, hostility, acts of God, governmental regulations or orders, fire, accident, labour strike, effects of an epidemic and/or pandemic or any other comparable reasons.

b. If any of the parties shall be prevented from performing any of its material obligations under this Agreement owing to a Force Majeure, and such non-performance continues for a period exceeding sixty (60) days, the parties shall forthwith consult with one another with a view to resolving such state of non-performance. If the parties are unable to reach a solution within thirty (30) days of such consultation commencing, then any of the parties may terminate this Agreement by giving notice in writing to the other party to take immediate effect.

15. Miscellaneous terms

a. Licensee may not assign rights and obligation granted under this Agreement to a third party without the other party’s prior written consent.

b. No waiver shall be effective unless in writing and signed by the relevant party. A waiver of a right or remedy on one occasion shall not constitute a waiver of the same right or remedy in the future.

c. It is understood and agreed that nothing contained in this Agreement shall be deemed or construed as creating a partnership or joint venture between the parties or any third party or cause any party to be responsible in any way for the obligations of the other party.

d. Any notice to be given shall be in writing, including by email (at support@geodin.com) and may either be delivered personally or sent by first class prepaid post or by airmail to the address of the relevant party set out in this Agreement or such other address as the relevant party may designate by notice given pursuant to this Clause 15(d) as designated for use in connection with notices under this Agreement.

e. This Agreement is the complete and exclusive statement of Licensor’s obligations and responsibilities and supersedes any other proposal, representation, or other communication by or on behalf of Licensor’s or its representatives relating to the subject matter hereof.

f. This Agreement is drafted in the English language. In the event this Agreement is translated into any other language, the English language version shall prevail in all respects and shall govern any inconsistency or discrepancy with the translated versions.

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