EUSLA

Effective Date: 04-10-2024

1. Introduction

This End User Software License Agreement ("Agreement") is a legal agreement between you (either an individual or a single entity, referred to as "You" or "Your") and ServiceChanger.com ("Company", "We", "Us", or "Our") for the ServiceChanger.com software product, which includes computer software (referred to hereinafter as the "Software"), and may include associated media, printed materials, and online or electronic documentation.

By installing, copying, downloading, accessing, or otherwise using the Software, You agree to be bound by the terms of this Agreement. If You do not agree to the terms of this Agreement, do not install or use the Software.

2. Grant of License

Subject to the terms of this Agreement, the Company hereby grants You a non-exclusive, non-transferable, limited license to use the Software solely for Your internal business operations and in accordance with the documentation provided with the Software. The license includes the right to use any updates, patches, or modifications to the Software that the Company may, in its sole discretion, provide or make available. However, this Agreement does not obligate the Company to provide any updates, upgrades, or additional services.

3. Use Restrictions

You shall not:

• Copy, modify, or distribute the Software, except as expressly permitted by this Agreement.

• Reverse engineer, decompile, or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

• Rent, lease, lend, sell, sublicense, assign, or otherwise transfer the Software to any third party.

• Use the Software beyond the limits set forth in the applicable license type, including restrictions on the number of users, features, or permitted devices.

4. Intellectual Property Rights

The Software is the property of the Company and is protected by copyright and other intellectual property laws and treaties. The Company or its suppliers own the title, copyright, and other intellectual property rights in the Software. This Agreement grants You no rights to use such content. You agree that any information regarding the Software, including its design, features, and functionalities, is the Company's confidential information. You agree not to disclose or use any confidential information except as expressly permitted in this Agreement.

5. Data Protection and Privacy Compliance

You acknowledge and agree that your use of the Software may involve the processing of personal data. You are responsible for ensuring that your use of the Software complies with applicable privacy laws, including the General Data Protection Regulation (GDPR). The Company processes personal data in accordance with its Privacy Policy, which is incorporated herein by reference.

6. Warranty Disclaimer

The Software is provided "as is," with all faults, defects, and errors, and without warranty of any kind. The Company expressly disclaims all warranties, express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

7. Limitation of Liability

In no event shall the Company be liable for any special, incidental, indirect, or consequential damages whatsoever (including, without limitation, damages for data breaches, corruption, loss of data, loss of business profits, business interruption, or any other pecuniary loss) arising out of the use of or inability to use the Software, even if the Company has been advised of the possibility of such damages. This limitation of liability shall apply to the fullest extent permitted by law.

8. Indemnification

You agree to indemnify, defend, and hold harmless the Company and its affiliates from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to Your use or misuse of the Software, violation of this Agreement, or infringement of any intellectual property or other rights of any person or entity.

9. Third-Party Components or Services

The Software may include components or services provided by third parties. Your use of such third-party components or services is subject to the terms and conditions set by the respective third-party providers. The Company makes no representations or warranties regarding, and assumes no responsibility for, the actions or policies of any third parties.

10. Audit Rights

The Company reserves the right to conduct audits of Your use of the Software to ensure compliance with the terms of this Agreement. Any such audit will be conducted in a manner that minimizes disruption to Your business operations and, where possible, will be conducted remotely.

11. Termination

Without prejudice to any other rights, the Company may terminate this Agreement if You fail to comply with the terms and conditions of this Agreement. Upon termination, You must immediately cease all use of the Software and destroy all copies of the Software and related materials in Your possession. The termination of this Agreement will not limit the Company's rights or remedies at law or in equity.

12. Limitation on Use for Compliance

You agree to use the Software in compliance with all applicable laws, regulations, and standards, including but not limited to data protection and privacy laws. The Company is not responsible for any misuse of the Software or failure to comply with legal obligations in your jurisdiction.

13. Force Majeure

The Company shall not be liable for any failure to perform its obligations under this Agreement if such failure results from events beyond the Company's reasonable control, including but not limited to natural disasters, strikes, lockouts, labor disputes, acts of war, terrorism, and government restrictions.

14. License Monitoring

The Company reserves the right to monitor Your use of the Software to ensure compliance with the terms of this Agreement. In the event that the Company determines that You have exceeded the scope of the license granted, the Company may terminate this Agreement or require the payment of additional license fees.

15. Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to this Agreement, including its breach, termination, or validity, shall first be attempted to be resolved through good faith negotiation. If a negotiated resolution cannot be reached, the parties agree to submit the dispute to binding arbitration in accordance with the rules of the Netherlands Arbitration Institute (NAI). The place of arbitration shall be Arnhem, Netherlands, and the language of arbitration shall be English.

16. Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17. No Waiver

The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision.

18. General

This Agreement shall be governed by the laws of the Netherlands, without regard to its conflict of laws principles. Any dispute arising under or in relation to this Agreement shall be subject to the exclusive jurisdiction of the courts located in the Netherlands.

19. Acknowledgment

You acknowledge that You have read this Agreement, understand it, and agree to be bound by its terms and conditions. You also agree that this Agreement is the complete and exclusive statement of the agreement between You and the Company and supersedes all proposals, representations, or prior agreements, oral or written, and any other communications between You and the Company relating to the subject matter of this Agreement.