DEFINITIONS

The following definitions (including those in the Appendices) will apply:

“Agreement” means this Agreement, together with any Schedules thereto;
“Confidential Information” means any information disclosed by the Disclosing Party to the Receiving Party whether orally, in writing or in electronic or other form, or otherwise obtained by the Receiving Party through observation or investigation of the Disclosing Party’s activities. Whether or not the Confidential Information is marked or identified, it contains all information that may reasonably be considered confidential, including, but not limited to, pricing, terms and conditions, attachments, appendices, and all information related to the Software Service associated with this Agreement. Confidential Information of Ambassify will be deemed to include the Software Service and all general tools, programs, algorithms, and benchmarks built or developed by Ambassify based on data collected from Customer (irrespective of whether such data is Customer Data or Customer Confidential Information). Customer Confidential Information will be deemed to include Customer Data;
“Customer Data” means data, information or material provided or submitted by Customer or its End Users to Ambassify whether through the Software Service or otherwise;
"Data Processing Agreement" means the data processing agreement, entered into between Ambassify and the Customer and attached to this Agreement as Annex 2;
“Data Protection Legislation” means the EU Regulation 2016/679 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation), together with the codes of practice, codes of conduct, regulatory guidelines and standard clauses and other related legislation arising from such Directive or Regulation, as updated from time to time;
“Deliverables” means deliverables developed by Ambassify in the scope of the Implementation Services or Professional Services;
Disclosing Party” means the Party disclosing Confidential Information under this Agreement;
“Documentation” means any documentation provided by Ambassify concerning the use of the Software Service such as manuals, instructions, specifications and other documents and materials that Ambassify may make available during the term of the Agreement to Customer, and which may change from time to time in any medium, describing the functionality, components, features or requirements of the Software Service;
“Effective Date” means the date of signature of this Agreement or any later date as agreed between Parties in the Order Document;
“End User” means any person designated by Customer who is authorized to access and use the Software Service within the limits of this Agreement;
“Fee(s)” means the fee paid by Customer in consideration for (i) the use of the Software Service, and (ii) the Implementation Services and/or Professional Services, as set forth in the applicable Order Document;
“Feedback” has the meaning set forth in Article 4.4 of this Agreement;
Implementation Services” means the professional services provided by Ambassify pursuant to an Order Document or Work Order;
“Initial Term” has the meaning set forth in Article 9.1 of this Agreement;
“Intellectual Property Rights” means all (a) rights now known or hereafter existing in relation to works of authorship, including copyrights, design rights and moral rights; (b) rights to trademarks or service marks; (c) rights to trade secrets, know-how; (d) patents, patent rights, and industrial property rights (e) layout design rights, design rights, (f) trade and business names, domain names, database rights and any other industrial or intellectual property or similar rights (whether registered or unregistered) (g) all registrations, applications for registration, renewals, extensions, divisions, improvements or reissues relating to any of these rights and the right to apply for, maintain and enforce any of the foregoing items, in each case in any jurisdiction throughout the world;
“Order Document” means any quotation or other written agreement submitted by Ambassify to the Customer that incorporates or is deemed to incorporate the terms of this Agreement and that sets out the details of the Software Service subscription;
“Personal Data” means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by an identifier such as a name, an identification number, location data, an online identifier or by one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person;
“Professional Services” mean the professional services to be delivered by Ambassify, upon Customer’s explicit written request, pursuant to an Order Document or Work Order;
“Receiving Party” means the Party receiving Confidential Information pursuant to this Agreement;
“Renewal Term” has the meaning set forth in Article 9.1 of this Agreement;
“Schedule(s)” means an attachment to this Agreement, which will be an integral part of this Agreement;
“Service Level Agreement” means the service level agreement attached hereto as Annex 3;
“Services” means all services provided by Ambassify to the Customer pursuant to an Order Document or Work Order, including the Software Service and, as the case may be, Implementation Services and/or Professional Services;
“Software Service” means Ambassify’s software-as-a-service' employee advocacy platform which allows the Customer to build a lasting and meaningful relationship with its employees, to increase employee engagement, as further described in the Order Document and applicable Documentation;
"Subscription End Date" means the subscription end date indicated as such in the Order Document;
"Subscription Start Date" means the subscription start date indicated as such in the Order Document;
“Term” means each of the Initial Term and the Renewal Term, or both combined, as applicable;
“Third Party” means any legal entity or natural person that is not a Party or an End User;
“Virus” means a virus, cancelbot, worm, logic bomb, Trojan horse or other harmful component of software or data;
“Work Order” means a duly executed work order which will incorporate by reference the terms of this Agreement and will set forth the Implementation Services and/or Professional Services to be delivered by Ambassify to the Customer, the applicable assumptions and Customer dependencies, the Fees and expenses to be paid to Ambassify, the applicable acceptance criteria, if any, and such additional terms and conditions as the Parties may mutually agree.

  1. PROVISIONS OF THE SERVICES

    1. The terms and conditions set forth in this Agreement will apply to all agreements, Order Document and Work Orders relating to Services between Parties, except where special written terms and conditions or agreements between Parties provide otherwise. Such terms and conditions of Ambassify will be deemed accepted by the Customer even if they conflict with Customer’s general or special purchase terms and conditions. The fact that Ambassify has not expressly rejected the Customer’s terms and conditions referred to in a contract or Order Document will not be construed by the Customer as an acceptance by Ambassify of such terms and conditions.

    2. In the event of any conflict between the terms of this Agreement and any Order Document, or any document submitted by the Customer, the terms of this Agreement will prevail.

    3. Subject to Customer’s and its End Users’ compliance with the terms of this Agreement, Ambassify will provide the Software Service to the Customer. In the context of the Software Service, Ambassify may, to the extent agreed upon in the Order Document or a separate Work Order, provide Implementation Services and/or Professional Services. Ambassify is entitled to invoice the Customer for such additional Implementation Services and/or Professional Services, on the basis of the applicable rates at the time of the order.

    4. Ambassify will perform the Services in a professional manner, using all reasonable skill and care. These Services will be performed by an appropriate number of suitable, qualified and experienced personnel.

    5. Ambassify will maintain and support the Software Service in accordance with the provisions set out in the Service Level Agreement.

  2. ACCESS AND USE OF THE SOFTWARE SERVICE

    1. Subscription

      1. Subject to the Customer’s and its End Users’ compliance with this Agreement and timely payment of the Fees, Ambassify grants to the Customer for the Term a renewable, worldwide, limited, non-exclusive, non-transferable subscription license, without the right to sublicense, to allow the End Users to access and use the Software Service for the Customer’s internal business purposes.

      2. Subject to Customer’s and its End Users’ compliance with the terms of this Agreement, the Customer, exercisable by and through its End Users will have the right to:

        1. access and use the Software Service and the Documentation; and

        2. generate, print, copy, upload, download, store and otherwise process all visual, digital and other output, displays and content as may result from any access to or use of the Software Service in accordance with the terms of the Agreement and in a format accepted by the platform underlying the Software Service, without prejudice to Article 2.2 and Article 5 of this Agreement.

      3. The Customer will be responsible for the compliance of its End Users with the terms of this Agreement. The Customer’s access to the Software Service may be limited to a number of End Users set out in the Order Document or separate Work Orders.

      4. Ambassify reserves the right, in its sole discretion, to make material or immaterial changes and/or updates to the functionality of the Software Service from time to time without prior notice to the Customer.

    2. Restrictions

      1. An account is personal. The Customer undertakes and warrants that its End Users will never share the username and password of their account or in any other way allow access to their account to other users.

      2. The Customer undertakes and warrants that it will not and procure that its End Users will not use the Software Service or any part thereof in any manner not permitted by Ambassify. Within the limits of applicable law and unless otherwise agreed, the Customer and its End Users may not (i) make the Software Service available or sell or rent the Software Service to any Third Party; (ii) copy, adapt, modify, translate, alter the Software Service, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software Service and/or Documentation (as applicable) in any form or media or by any means in any manner; (iii) sublicense, lease, rent, loan, assign, distribute otherwise commercially exploit, or otherwise transfer the Software Service to any Third Party; (iv) decompile, reverse engineer, disassemble or otherwise derive or attempt to derive or determine the source code (or underlying ideas, algorithms, structure or organization) of the Software Service, except and only to the extent that such activity is expressly permitted by applicable law, notwithstanding this limitation; (v) modify, remove or render illegible any copyright notices, digital watermarks, proprietary legends or other notices contained in the Software Service; (vi) engage in any activity which interferes with or disrupts the Software Service (including the performance thereof) and/or Third Party data contained therein; (v) use the Software Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or store or transmit material in violation of Third Party privacy rights; (vi) intentionally distribute viruses or other items of a destructive or misleading nature or use the Software Service for any unlawful, invasive, infringing, defamatory or fraudulent purpose; or (vii) remove or in any way circumvent any technical or other protective measures contained in the Software Service.

  3. CUSTOMER DATA

    1. The Customer retains to have exclusive ownership of all Customer Data. The Customer grants Ambassify, for the Term, a non-exclusive, perpetual, worldwide, royalty-free, transferable, assignable, sublicensable license to use, copy, store, modify, transmit and display the Customer Data to the extent necessary or useful to perform its obligations under this Agreement, in particular, to provide and maintain the Software Service, and for no other purposes. Ambassify may copy, execute, and backup such Customer Data, as necessary, to perform its duties under this Agreement. The aforementioned license is granted as of the Subscription Start Date. The Parties may make specific arrangements on which Customer Data is required in order to make optimal use of the Service. Customer will be responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use the Customer Data.

    2. The Customer also grants Ambassify, for the Term, a non-exclusive, perpetual, worldwide, royalty-free, transferable, assignable, sublicensable license to compile and use Customer Data, strictly in order to research, develop, improve or support the Software Service provided by Ambassify, provided that such Customer Data is used in an anonymous or aggregated form where no such information could directly identify or will reasonably be used to identify the Customer, End Users or other data subjects contained therein. In no event will Ambassify sell or transfer Customer Data to third parties for marketing or advertising purposes.

    3. Ambassify will in its sole discretion be entitled to cease any access to, remove, process and/or modify such Customer Data at all times as well as make such Customer Data at all times available to any End Users of the Software Service in accordance with the provisions of this Agreement.

  4. INTELLECTUAL PROPERTY

    1. Software Service. The Customer acknowledges and agrees that this Agreement is not a sale of the Software Service or any rights therein, and that Ambassify will at all times retain all Intellectual Property Rights in and to the Software Service and the Documentation. All rights not expressly granted to the Customer in this Agreement are reserved by Ambassify. No license is granted to the Customer other than for the use of the Software Service as expressly provided herein. The Ambassify name, logo and product names associated with the Software Service are trademarks of Ambassify, and they may not be used without the prior written consent of Ambassify. The Customer acknowledges and agrees that the source code of the Software Service is and will remain Confidential Information and a proprietary trade secret of Ambassify.

    2. Deliverables. Unless expressly specified otherwise in the relevant Order Document or Work Order, all rights, title and interest, including any Intellectual Property Rights, in and to Deliverables and all copies thereof (including any and all related ideas, concepts, know-how, techniques, inventions, discoveries, improvements, specifications, designs, methods, devices, systems, reports, studies, computer software, programming and other documentation, flow charts, diagrams and all other information or tangible material of any nature whatsoever (in any medium and in any stage of development or completion, in object code and in source code form) that are conceived, designed, practiced, prepared, produced or developed by Ambassify in the course of providing the Professional Services) are and will at all times remain the sole and exclusive property of Ambassify, and the Customer will obtain no rights in the Deliverables pursuant to this Agreement except for the rights expressly granted pursuant to this Agreement and the relevant Order Document or Work Order. Subject to the terms and conditions of this Agreement and subject to timely payment of the corresponding Fees, unless expressly agreed otherwise in the applicable Order Document or Work Order, Ambassify will grant Customer a personal, restricted, non-exclusive, non-transferable, non-assignable license, without the right to sublicense, to use the Deliverables for Customer’s internal business purposes.

    3. To the extent that Ambassify would make use of Third Party software or open source software, the Customer agrees that this Third Party software or open source software will be subject to its own terms and conditions which will be an integral part of this Agreement. In relation to those licenses given by Third Parties or via open source, the Customer cannot obtain more rights than those incorporated in the Third Party terms or open source license. These terms will prevail over all other conditions in this Agreement in respect to these licenses. If and insofar the aforementioned terms would – for any reason not apply or in the event these terms are declared inapplicable, the provisions of this Agreement will apply in full.

    4. Feedback. Notwithstanding any other provision of this Agreement, if the Customer provides ideas, suggestions, recommendations or comments for enhancements or functionality or other feedback provided by the Customer or its End Users (“Feedback”) to Ambassify, Ambassify will be free (but in no way obligated) to use and incorporate such Feedback into the Software Service without payment of royalties or other compensation to Customer. The Customer hereby grants Ambassify a royalty-free, fully paid up, worldwide, transferable, sublicensable, irrevocable, perpetual license to (i) copy, distribute, transmit, display, perform, and create derivative works of the Feedback; and (ii) use the Feedback and/or any subject matter thereof, including without limitation, the right to develop, manufacture, have manufactured, market, promote, sell, have sold, offer for sale, have offered for sale, import, have imported, rent, provide and/or lease products or services which practice or embody, or are configured for use in practicing, the Feedback and/or any subject matter thereof.

    5. Subject to the conditions herein, Ambassify indemnifies and holds harmless the Customer on a full indemnity basis against any action, claim or proceeding made or brought by any person alleging that Customer’s use of the Software Service infringes the intellectual property rights or any other ownership or related rights of that person (an “Infringement Claim”).

    6. Ambassify’s indemnity is conditioned as follows:

      1. The Customer must immediately give written notice of such Infringement Claim or any notice preceding this action to Ambassify as soon as it becomes aware of it and give Ambassify full and exclusive authority for, and information for and assistance with, the defense and settlement of the Infringement Claim; and

      2. If an Infringement Claim has been proven by a judicial decision, the Customer agrees to permit Ambassify, at its option and expense, to; (a) either, secure the right to continue using the item, or (b) using reasonable efforts and at reasonable costs, replace or modify the item to make it non-infringing or without misappropriation, provided that any such replacement or modification will not degrade the performance or quality of the affected component of the Software Service. If neither of (a) nor (b) can be accomplished by Ambassify using reasonable efforts and at reasonable costs, Ambassify will remove the item from the Software Service, in which case the charges will be equitably adjusted from then on to reflect such removal.

    7. Only in the event the abovementioned under Article 4.6.2 above proves not to be possible will Ambassify, in addition to the steps that can be accomplished under Article 4.6.2, be responsible for the damages the Customer is liable to pay following a final judicial decision in last resort or as part of a settlement agreement (that must be prior approved by Ambassify when such settlement agreement is made between the Customer and a Third Party).

    8. Under no circumstances will Ambassify be held responsible for any infringement Claim related to (i) a breach by Customer or End User of the terms of this Agreement, (ii) any modification of the relevant infringing item not made by or on behalf of Ambassify (iii) the use of the relevant infringing item for a purpose not intended according to this Agreement or not in accordance with Documentation, (iv) the use of the relevant infringing item in combination with any item not provided or approved or any item other than those that have been expressly authorized by or on behalf of Ambassify.
      The foregoing states the entire obligations of Ambassify with respect to infringement of Third Party proprietary rights. The foregoing is given to the Customer solely for its benefit and in lieu of all warranties of non-infringement with respect to the Software Service or any part thereof.

  5. WARRANTIES

    1. The Customer and Ambassify represent and warrant to each other that they have the authority to enter into this binding Agreement personally. The Customer and Ambassify will perform their obligations under this Agreement in a good and workmanlike manner.

    2. Customer warrants that the Customer Data provided will be accurate and truthful and will not (i) infringe any Intellectual Property Rights of Third Parties; (ii) misappropriate any trade secret; (iii) be misleading, defamatory, obscene, pornographic or unlawful; (iv) contain Viruses, whether or not intended to damage the Software Service and to implement the necessary precautions to prevent the introduction and proliferation of a virus into Service.; or (v) otherwise infringe the rights of any Third Party. Any use of the Software Service in violation of these representations and warranties by Customer will constitute an unauthorized and improper use of the Software Service.

    3. In addition to the other obligations set out in this Agreement, Customer will: (i) only use the Software Service in accordance with the terms of this Agreement; (ii) only use the Software Service in compliance with all to Customer applicable laws and regulations; (iii) ensure that its hardware, software, network connectivity and systems comply with the relevant specifications set out in the Documentation; and (iv) be responsible for procuring and maintaining its network connections and telecommunication links from its systems to the Software Service.

    4. Except as expressly provided in this Agreement and to the extent permitted under applicable law, Ambassify expressly disclaims all warranties, express or implied, including but not limited to warranties of merchantability, non-infringement, satisfactory quality and fitness for a particular purpose of the Software Service. In particular, Ambassify does not warrant that the Software Service will be error free or that the use and/or operation of the Software Service will be secure or uninterrupted, that Ambassify will detect any or all defects in Customer’s systems, or that any or all problems related to the Software Service can be resolved, and hereby disclaims any liability therefor. The Software Service will be provided by Ambassify under this Agreement on an "as-is” and “as-available” basis. However, Ambassify agrees to use all reasonable efforts to fix bugs reported by Customer in accordance with the applicable provisions of the Service Level Agreement.

  6. LIABILITY

    1. Neither Party can limit its liability (i) for wilful misconduct or fraud, (ii) for death or personal injury, (iii) which cannot be excluded or limited under applicable law or (iv) damages resulting from a breach of Article 2.

    2. Subject to Article 6.1, Ambassify will only be liable for direct damages and Ambassify’s total aggregated liability whether in tort or arising out of or in connection with this Agreement is limited per contract year to one hundred percent (100 %) of the aggregated Fees paid and payable under the Agreement during such contract year.

    3. Subject to Article 6.1, Ambassify will not be liable for indirect damages, such as, but not limited to loss of profits, loss of goodwill, loss of revenue, loss of anticipated savings, loss or corruption of data, loss of chances.

  7. FEES AND PAYMENT

    1. Fees

      1. Unless otherwise agreed between Parties, the Fees for the Services are set out in the Order Document and the Work Order are net fees exclusive of any applicable taxes (including local taxes), charges (including local charges), import duties, or sums payable on account of any currency control restrictions. If the Customer is legally obliged to withhold the aforementioned sums from his payment to Ambassify, he will pay Ambassify, in addition to the Fees, sufficient funds to cover the payment by Ambassify of such sums that are excluded under this article.

      2. Ambassify reserves the right to adapt the Fees on an annual basis in the beginning of the year based on the formula Fn = Fo (0,2 + 0,8 (Sn/So)) (where Fn = new fee; Fo = old fee; Sn = reference wage costs (national average – wages and social charges) as last published by the technology industry federation Agoria preceding the adaptation of the Fee; So = reference wage costs (national average – wages and social charges) published by Agoria, valid for the month preceding the entering into force of the Agreement).

    2. Payment

      1. Invoices will take the applicable VAT regulations into account.

      2. Unless otherwise agreed between Parties in the Order Document or in a separate Work Order, the invoices are payable thirty (30) calendar days after the date of invoice. Unless otherwise set out in the Order Document or in a separate Work Order, Ambassify will invoice the Services on a yearly basis. Absence of a written contest of an invoice within ten (10) working days if its dispatch will imply the irrevocable acceptance of that invoice and the therein mentioned Services. Ambassify will send all Customer invoices electronically (by email or otherwise) and Customer will be deemed to have received the invoice the next business day following transmission by Ambassify unless Ambassify receives a bounce back or automated response that the email was not delivered successfully.

      3. If Customer fails to make any payment due to Ambassify under this Agreement by the due date for payment, then Ambassify will send out a formal notice indicating the new ultimate due date for payment. If Customer fails to make payment by such new due date, Ambassify will be automatically and without any subsequent reminders be entitled to a conventional late payment interest fee equal to the interest rate stipulated in the Belgian late payment act (‘Wet Betalingsachterstand’) and may charge fixed amount of damages equal to fifteen percent (15%) of the unpaid and due amount.

      4. Customer is not entitled to settle or suspend any payment.

  8. DATA PROTECTION

    1. Each Party will and will ensure that its personnel and (sub)contractors will at all times comply with its/their respective obligations under all applicable Data Protection Legislation and the Data Processing Agreement, agreed between the Parties in respect of all Personal Data processed under this Agreement.

    2. In connection with and for the purpose of providing the Software Service under this Agreement, Ambassify will process Personal Data in accordance with the provisions of the Data Processing Agreement.

  9. TERM AND TERMINATION

    1. Term

      1. This Agreement will enter into force and be effective as of the Effective Date and will expire on the Subscription End Date (the "Initial Term"). The Agreement will automatically renew for successive one (1) year periods (each a "Renewal Term") beginning at the end of the Initial Term (or the then current Renewal Term), unless a Party files a notice of termination two (2) months prior to the end of the Initial Term or the then current Renewal Term, as applicable.

    2. Termination

      1. Ambassify may immediately terminate this Agreement (or otherwise, in its sole discretion, suspend access to the Software Service) for material breach by written notice if the Customer violates the terms of use of the Software Service set forth in Article 2 of this Agreement, or infringes Ambassify's Intellectual Property Rights.

      2. Either Party may terminate this Agreement by written notice to the other Party if effective as of the date of delivery of such notice: if (i) the other Party materially breaches this Agreement and fails to cure such breach within fifteen (15) calendar days from receipt of a default notice; or if (ii) the other Party becomes the subject of a voluntary or involuntary bankruptcy, insolvency or similar proceeding or otherwise liquidates or ceases to do business.

      3. Upon termination of this Agreement for whatever reason (i) the Customer will promptly pay Ambassify all Fees and other amounts earned by or due to Ambassify pursuant to this Agreement, up to and including the date of termination, (ii) all user rights granted to the Customer and the End Users pursuant to this Agreement, including the rights to use the Software Service as per Article 2, will automatically terminate.

      4. Upon request of the Customer, Ambassify will provide a data dump of all Customer Data in a commercially reasonable format. Ambassify will be entitled to invoice for such dump. Ambassify will delete all Customer Data within thirty (30) calendar days after expiration or termination of the Agreement.

      5. The provisions of this Agreement which are expressly or impliedly intended to survive termination will survive the expiration or termination of this Agreement.

  10. CONFIDENTIALITY

    1. The Receiving Party will use its best efforts to protect Confidential Information of the Disclosing Party from unauthorized disclosure or distribution to Third Parties. The Receiving Party will in no event exercise a lesser degree of care in protecting the Disclosing Party's Confidential Information than it exercises for its own Confidential Information of equal sensitivity and importance and upon discovery of any unauthorized disclosure of Confidential Information in its possession, the Receiving Party will use its best efforts to prevent further disclosure or unauthorized use thereof.

    2. The Receiving Party undertakes to keep confidential all information disclosed pursuant to or in connection with this Agreement (whether or not such information is expressly stated to be confidential or designated as such) and therefore not to disclose such Confidential Information to others or use it for purposes other than the execution of this Agreement.

    3. Unless otherwise agreed by the Disclosing Party, the Receiving Party will use the Disclosing Party's Confidential Information only in connection with the purposes of this Agreement and will make such Confidential Information available only to its directors, employees, providers and (sub)contractors on a "need to know" basis for the performance of this Agreement and who are bound by confidentiality either by their employment agreements or otherwise expressly in writing to a degree no less stringent than the obligations imposed on the Receiving Party under this Agreement.

    4. Each Party will be liable for acts and omissions of its officers, employees, suppliers and (sub)contractors that result in unauthorized dissemination, use and/or disclosure of Confidential Information as if such acts or omissions had been its own.

    5. The Confidential Information will remain the exclusive property of the Disclosing Party. The Receiving Party will return or destroy all Confidential Information upon the Disclosing Party's first request.

    6. The Receiving Party's obligations with respect to the Confidential Information will remain in effect for a period of indefinite duration.

    7. Upon termination of this Agreement for any reason, the Receiving Party will return all Confidential Information of the Disclosing Party and all copies thereof to the Disclosing Party or, at the Disclosing Party's option, erase or destroy all Confidential Information. Upon request by the Receiving Party, the Disclosing Party will certify in writing that it no longer possesses any Confidential Information or copies thereof.

    8. The obligations and limitations of this Article 10 will not apply to information disclosed by the other Party to a Party or to which a Party may have access, nor to Confidential Information or portions thereof that the Receiving Party can demonstrate that it (a) was rightfully known prior to disclosure; (b) was rightfully obtained from a Third Party authorized to make such disclosure, without violation of the terms and provisions of this Agreement; (c) was independently developed by the Receiving Party, as evidenced by documents from that time; (d) is available to the public without restriction; (e) has been approved for disclosure with the prior written consent of the Disclosing Party; or (f) has been disclosed pursuant to a court order or as otherwise required by law, provided that the Receiving Party required to disclose the information gives the Disclosing Party prompt prior notice.

  11. MISCELLANEOUS

    1. Subcontracting. Ambassify is entitled to use subcontractors for the performance of its obligations under this Agreement, provided that such subcontracting will not diminish Ambassify’s liability under this Agreement.

    2. Severability. If any provision of this Agreement is declared invalid or unenforceable by a court of competent jurisdiction, such provision(s) will be construed, to the fullest extent possible, in accordance with the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.

    3. No Partnership. No joint venture, partnership, employment, or agency relationship exists between the Customer and Ambassify as a result of this Agreement or use of the Software Service.

    4. No Waiver. The failure of a Party to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to in writing by that Party.

    5. References. The Customer hereby authorizes Ambassify to publicly refer to the Customer as the customer of Ambassify and to use the Customer's name and logo on its website solely for this purpose (for the avoidance of doubt, without in any way disclosing Confidential Information).

    6. Force Majeure. Except for the payment of the Fee or any other charge due from the Customer, if the performance of this Agreement by either Party is prevented, hindered, delayed or otherwise made impossible by any circumstance beyond the control of the Parties that could not be foreseen and could not be avoided by means of reasonable efforts, including, but not limited to flood, riot, fire, judicial or governmental action, labour disputes, act of God, power outages, cybercrime, unauthorized access to Ambassify's information technology systems by Third Parties, or any other cause beyond such Party's control, such Party will be excused to the extent it is prevented, hindered or delayed by such causes.

    7. Non-assignment. This Agreement may not be assigned by a Party to a Third Party or User without the prior written consent of the other Party.

    8. Notification. Each Party will give all notices or other communications required or permitted to be given under this Agreement to the other Party in writing at the address shown on the first page of the Agreement, by courier, registered or recorded mail (postage prepaid and return receipt requested), or by a nationally recognized express delivery service. The notice will be effective upon receipt or refusal of delivery. In the case of delivery by registered mail, notice will be deemed given five (5) calendar days after posting, as evidenced by the date of the postmark. In the case of delivery by courier or express mail, such notice will be deemed to have been given on the delivery date as evidenced by the courier's or express mail's receipt. Either Party may change its address for the receipt of notifications by notifying the other Party of such change.

    9. Entire Agreement. This Agreement, together with all applicable Documentation, constitutes the entire agreement between Customer and Ambassify and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the Parties with respect to the subject matter contained herein. No modification or amendment of this Agreement will be binding unless in writing and signed by an authorized representative of each Party.

    10. Applicable Law and Jurisdiction. This Agreement will be construed in accordance with its provisions, without any strict interpretation in favor of or against one of the Parties and in accordance with Belgian law, without application of any conflict of laws. All disputes or controversies arising out of or in connection with this Agreement or its subject matter that cannot be resolved by amicable settlement within a term of thirty (30) days from the date that the dispute is referred from one party to the other, will be subject to the exclusive jurisdiction of the courts of Hasselt.

    11. Counterparties. This Agreement may be executed in any number of counterparts, each of which will constitute an original and all of which together will constitute a single agreement. Conflicting signature pages to this Agreement sent by electronic mail in portable document format (".pdf"), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.