General Terms and Conditions

1. Validity and acceptance of these terms and conditions

1.1. The current terms and conditions apply to all Contracts and Quotations relating to the use of the Service between uman.ai, having its registered office at Twaalfkameren 70, 9000 Ghent (Belgium) and registered with the Crossroads Bank for Enterprises under number 0717.945.005 (hereinafter "uman.ai") and Customer (hereinafter "Customer"), except when special terms and conditions or agreements between uman.ai and Customer stipulate otherwise.

1.2. These terms and conditions of uman.ai are deemed accepted by the Customer, even when they are conflicting with Customer’s general or special purchasing terms and conditions. The fact that uman.ai did not explicitly reject the terms and conditions of Customer referred to in any contract or quotation cannot be interpreted by Customer as an acceptance by uman.ai of such terms and conditions.

1.3. In the event of any conflict between these terms and conditions and any quotation or other document submitted by Customer, these terms and conditions shall prevail, and such conflicting terms in Customer’s documents are hereby rejected by uman.ai.

1.4. The designated person, officer, director, employee, or any other person who represents or acts on behalf of Customer, is deemed to have the necessary mandate to legally bind Customer.

2. Intellectual property rights

2.1. uman.ai holds intellectual property rights on the creations it has produced, such as software, algorithms, technical and graphical interfaces; text, images, logos, etc. in relation to the uman.ai Platform, Knowledge Sharing Module, Talent Insight Module and Skills Engine. uman.ai retains all intellectual property rights (“IP rights”), such as copyright, database rights, patent rights or trade mark rights or the right to file applications for such rights. It does not transfer or assign any to Customer under the present agreement.

2.2. uman.ai does not grant any license to Customer regarding the IP protected creations, existing at the time of concluding present contract or to be developed in the course of its performance. It shall not grant access to the software or the source code underlying the software. Customer shall have no right to reproduce, copy, reverse engineer or decompile, adapt, communicate to the public or distribute any of the IP-protected creations to which uman.ai holds the exclusive rights.

2.3. Customer is entitled to use and re-use the results and data that it will receive due to the use of the uman.ai Platform. This right of use is valid for the duration of this Contract and provided that all other conditions (including the payment of the fees) are met.

3. Confidential information

3.1. Each party to this contract holds confidential information (hereafter “Confidential Information”), which might be protected as trade secrets under Belgian law, and each party (Disclosing Party) will share Confidential Information with the other party (Receiving Party), which it deems fit or required for the purpose of performing the Contract.

3.2. Definition. As Confidential Information shall be considered:  any technical, commercial or business information and data which (i) are not, as a body or in the precise configuration and assembly of its components, generally known or readily accessible to the public, (ii) can be communicated in any form or way (orally, visually or in writing, in tangible or intangible form) and (iii) are explicitly marked as confidential or which can reasonably be understood to be confidential.At least the following information belonging to uman.ai shall be considered confidential:  algorithms, source code, training data, methods used for or in relation to the uman.ai Platform and other uman.ai applications.Confidential Information shall include the terms and conditions of this contract as well as any copies, analysis, synthesis or abstracts made of Confidential Information as well as any products, apparatus, modules, samples, prototypes or parts that may contain or reveal Confidential Information.The following information shall not be considered to be “Confidential Information” : information that (a) at the time of disclosure, is already in the public domain; (b) after disclosure, becomes a part of the public domain through no violation or breach of this Contract or any other Contract between the Parties; (c) is proven, on the basis of documents, to be known or to be independently developed by the Receiving Party without any use of the Disclosing Party’s Confidential Information; (d) was obtained from a third party, who is lawfully in possession of such information and is not in violation or breach of any contractual or legal obligation of confidentiality with respect to such information; (e) is disclosed further to the prior written approval of the Disclosing Party or its representatives.

3.3. Confidentiality obligation. The Receiving Party agrees to (i) keep the Confidential Information secret and confidential, (ii) solely (permit to) use it in the framework of the contract, (iii) not directly or through any third party analyse for composition or structure, reverse engineer, decompile, reengineer, replicate or undertake attempts thereto in any manner, any service provided, and (iv) not (permit to) disclose or publish it to any third party without the express written consent of the Disclosing Party.The Receiving Party shall secure and protect the Confidential Information from any unauthorised access, use, storage, copying or disclosure using at least the same degree of care as the Receiving Party normally uses to protect its own Confidential Information, but not less than reasonable care.The Receiving Party shall never use the Disclosing Party’s Confidential Information to the latter’s (commercial, financial or competitive) disadvantage.

3.4. Permitted use.  uman.ai is however entitled to use Customer’s Confidential information (in particular Customer’s data, skills lists) for developing its services and the uman.ai Platform. uman.ai is allowed to use all Customer data, in particular store, copy, make backups, monitor, anonymise, analyse, combine with other data from other sources, erase in order to perform its obligations under this contract and to develop and improve the uman.ai services and platform.Nothing in any Contract shall prevent it from using any know-how, ideas, processes, methods, techniques or concepts acquired before or during the performance of any Contract for any purpose.

3.5. Disclosure. The Receiving Party is entitled to disclose the Disclosing Party’s Confidential Information to its employees, contractors, agents on a strictly “need-to-know” basis due to such employees’, contractors, agents’ involvement in the performance of the Contract.  The Receiving Party must ensure that its employees, contractors, agents comply with obligations of confidentiality that are at least as strict as the obligations imposed upon the Receiving Party under this Contract.The Receiving Party is entitled to disclose the Disclosing Party’s Confidential Information to third parties to the extent required by law or court order, provided that the Receiving Party (i) first notifies the Disclosing Party in writing thereof (if possible) and (ii) cooperates with the Disclosing Party in seeking to legally prevent or avoid such disclosure, or to require that such disclosure is made subject to confidentiality obligations. The Receiving Party shall not disclose more information than the information expressly required and the relaxation of the obligations of confidentiality shall only last for as long as necessary to comply with the relevant law and shall apply solely for the purposes of such compliance.

3.6. Ownership. The Disclosing Party is and remains the exclusive owner of the Confidential Information.The Receiving Party shall not acquire any rights on such Confidential Information except as foreseen in the present Contract. The Receiving Party is not entitled to claim legal protection or apply for the protection of Disclosing Party’s Confidential Information without the prior written consent of the Disclosing Party.The data, insights and other creations which uman.ai generates on the basis of Customer’ data (confidential, personal or otherwise) shall belong to uman.ai alone, which shall be entitled to use and reuse, commercialise and generally use these data, insights and other creations at its sole discretion.  Customer has no claim or right to the resulting uman.ai creations, data or insights.

3.7. Breach. The Receiving Party shall promptly notify the Disclosing Party if it suspects, or becomes aware of (i) any unauthorised use, storage, copying or disclosure of the Disclosing Party’s Confidential Information, or (ii) other breach of this Contract. In such event, Receiving Party shall take all reasonable actions, after consultation with Disclosing Party, to restrain such unauthorised use, storage, copying or disclosure or breach and to limit any damages that could occur as a result thereof.

3.8. Return and destruction of information.  Upon first request of the Disclosing Party and in any case upon termination or expiration of the Contract, the Receiving Party shall immediately return to the Disclosing Party all documents (and copies thereof) which contain the Disclosing Party’s Confidential Information. Disclosing Party shall have the right to request destruction of the Confidential Information. In such event, Receiving Party shall provide evidence of such destruction within 5 days as from the request for destruction.The Receiving Party shall have the right to keep one copy of the Confidential Information to comply with applicable legislation and for the purpose of determining its ongoing obligations of nondisclosure and non-use. For the sake of clarity, Confidential Information contained in system-backup media, such as for example e-mail backup tapes, need not be returned or destroyed so long as the backup media are maintained in confidence and are not readily accessible to users.

3.9. Term. The confidentiality obligations under the contract remain in effect 3 years from the date of termination or expiration of the Contract (and any subsequent contractual relation in relation to the Skills Engine) or for so long as such information remains a trade secret under applicable law, whichever event occurs last.

4. Liability

4.1. Exclusion of indirect damages.  To the fullest extent permissible under applicable law, uman.ai shall not have any liability with respect to any claims arising out of or related to this Agreement for consequential, exemplary, special, indirect and/or punitive damages (such as  –but not limited to – loss of goodwill, loss of actual or anticipated business or contracts, work stoppage, loss as a result of a third party, Partner or an End-User claim, data loss or corruption  of data, computer failure or lost profit), whether based in contract, or otherwise, even if uman.ai has been advised of the possibility of such damages.

4.2. Cap on damages.  To the extent permissible under the applicable law the contractual and/or extra-contractual liability of uman.ai arising out or related to this Agreement shall be limited to fifty percent (50%) of the amounts actually paid by Company to uman.ai  under the Agreement during the three (3) months immediately preceding the date at which the cause of action has accrued. This limitation is cumulative and not per incident. It applies to all causes of action and obligations in the aggregate, including without limitations, any claim of breach of contract and/or negligence.

4.3. Prescription.  No action in any form arising out of or in connection with this Agreement may be brought by Licensee more than six (6) months after the cause of action has accrued.

No limitations for uman.ai’s own intent.  Nothing in this Agreement shall (or shall be deemed to, or construed to) exclude or restrict any liability either Party may incur as a result of fraud, willful intent or for any death or personal injury resulting from its gross negligence or that of its employees, agents or subcontractors.

5. Termination

5.1. The agreement shall enter into force and shall take effect as from the effective date and shall remain in effect for the initial term as mentioned in the applicable contract. The Contract will automatically come to an end when the last agreement under the Contract is terminated. The agreement will automatically renew for successive one-year periods beginning at the end of the initial term, unless either Party provides notice of termination 3 months before the end of the initial term in the applicable contract.

5.2. Either Party may terminate the Agreement without prior intervention of a court or arbitrational tribunal by written notice to the other Party if the other Party commits any material breach of this Agreement and fails or is unable to remedy such breach within thirty (30) days after receipt of a written notice from the non-breaching party giving full particulars of the breach and requesting it to be remedied. Any non-compliance in due time with any payment obligations under this Agreement shall in any event be deemed to constitute a material breach by Licensee.

5.3. Each Party may terminate this Agreement with immediate effect by giving written notice thereof by way of a registered letter to the other Party if the latter party undergoes an Insolvency Event. 5.4. uman.ai may terminate this Agreement with immediate effect by giving written notice thereof by way of registered letter to Company if a Company Change of Control arises or occurs without the prior written consent from uman.ai.

6. Miscellaneous

6.1. Except as expressly provided in this Agreement, no failure or delay by either Party in exercising any right or remedy relating to this Agreement shall affect or operate as a waiver or variation of that right or remedy or preclude its exercise at any subsequent time. No single or partial exercise of any such right or remedy shall preclude any further exercise of it or the exercise of any other remedy.

6.2. No amendment of this Agreement shall be valid unless it is in writing and duly executed by or on behalf of all of the Parties to it.

6.3. Neither Party shall be entitled to assign, transfer, sublicense, charge or otherwise deal with all or any of its rights or obligations under this Agreement, nor grant, declare, create or dispose of any lien in it, or subcontract the performance of any of its obligations without the prior written consent of the other Party, except as provided in the Specific Terms.

6.4. Each of the provisions of this Agreement is severable. If any such provision is held to be or becomes invalid or unenforceable in any respect under the law of any jurisdiction, it shall have no effect in that respect and the Parties shall use all reasonable efforts to replace it in that respect with a valid and enforceable substitute provision, the effect of which is as close to its intended effect as possible.

7. Applicable law and jurisdiction

In case of conflict, the Parties shall try to reach an amicable settlement.Should no such settlement be possible, any conflict concerning the validity and performance of the Contract shall be judged by Belgian law and be brought before the courts of Ghent.

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