General Terms of Service

These terms of service apply to all Clients of Transmetrics, unless explicitly superseded by a specific agreement, executed in writing between Transmetrics and the Client. By using the services of Transmetrics, the Client indicates their acceptance of these terms.

Transmetrics AD. is a company having its registered office at Knyaz Boris I Str., 164, 2nd floor, Sofia, Bulgaria, registered with the Companies register in Bulgaria under number 203 327 443, hereto duly represented by Asparuh Koev, in his capacity of Managing Director, hereinafter referred to as “TRANSMETRICS” and

Client is a company, using the software of Transmetrics for a monthly subscription fee.

Transmetrics and Client are sometimes referred to individually as the “Party”, or collectively as the “Parties”.

Whereas:

Transmetrics has developed a logistics optimization software product (hereinafter referred to as the “Predictive Optimization for Transport Software Product” or in brief “The Transmetrics Product”), applying new technologies „data mining/predictive analytics”, as well as advanced optimization algorithms with the purpose of optimizing the activity of transport and logistic companies whose main effect shall be manifested by either increase of efficiency or extra revenue via more effective planning of transport and logistics operations.

The Client operates a transportation-related business (“Client’s Business”) and wishes to access, implement and use the Transmetrics Product for the purposes of and within the scope of Client’s Business in conformity with the terms and conditions contemplated hereunder.

1. SaaS services (“Software as a Service” services)

1.1. Transmetrics Product

1.1.1. The Transmetrics Product is a software solution for predicting near future demand for cargo transport services (“Load Forecast”) based on data techniques, and for performing subsequent analysis and business optimization calculations aimed at supporting and enhancing the efficiency of the Client’s internal decision-making process.

1.1.2. The Transmetrics Product consists of several components, all of which are intellectual property of Transmetrics or, in the case of 3rd party components, by their original owners, and in the latter case, Transmetrics has obtained all appropriate licenses for providing these 3rd party components to the Client:

a. A database capable of storing large amounts of data (“Transmetrics Database”);
b. A transport-specific data model that can store the data of any transport company;
c. A prediction engine that predicts demand for transport services, taking into account historical data of clients as well as External Data (“Forecasts”);
d. An optimization engine, that suggests optimized transport service plans, based on the Forecasts and on baseline current transport service plan entered by the Client (“Optimized plans”);
e. Optional set of reports accessible via web pages and excel downloads. (“Reports”);
f. Customizable procedures and tools to copy data from client’s IT environments to the Transmetrics’s IT environment, and to transfer calculation results back from the Transmetrics’s environment to the client’s environments; (“Extract-Transform-Load routines” or “ETLs”);
g. A set of External Data obtained, or derived, or generated, or aggregated by Transmetrics from whatever external sources different from the Client (“External Data”) which shall be refreshed regularly and shall be used for enhancing prediction accuracy. External Data could include data elements such as, including without limitation: (i) industry-specific events, dates and off-seasons; (ii) official holidays, (iii) other country-specific dates etc. The list of External Data to be provided by Transmetrics can be altered at any point of time unilaterally. (“External Data”);
h. A web user interface and set of APIs and routines for using the modules listed under 1.1.2. sub-points a. to f., as well as to perform administrative, access control and reference data entry tasks (“User Interface”);
i. A VPN gateway at Transmetrics location, using IPSec, which enables a secure connection between the servers operated by Transmetrics for the purpose of section 1.1.2. sub-points a. to h. on one side, and certain pre-agreed networks and / or computers on the side of the Client, for the purposes of exchanging data and using the software.

1.2. SaaS Services

1.2.1. Transmetrics shall render to the Client standard data analysis, forecast and optimization services (“SaaS” or “SaaS services”) using Transmetrics Product and submission of Client’s data (“Client’s Data”). Client’s Data shall include any and all data submitted by the Client to Transmetrics, irrespective of the form, means of delivery or substance, which relates without limitation to the Client’s Business.

1.2.2. SaaS services shall encompass the provision of access to software modules, which are listed under Clause 1.1.1. and 1.1.2, in conjunction with Clause 1.3.1.; as well as (ii) 2nd and 3rd Level Support as per Clause 1.4.4. and Clause 1.4.6.; (iii) hardware and software infrastructure and hosting; (iv) regular backups of data.

1.2.3. Client’s Data shall be submitted by the Client via real-time access to Transmetrics’s servers for the use of the product through a Virtual Private Network (“VPN”) connecting Client’s servers to the servers of Transmetrics.

1.2.4. For the purposes of this Agreement, Transmetrics Product shall refer to any proprietary or intellectual property of Transmetrics, including the proprietary technology used to provide the SaaS services hereunder.

1.3. Deliverables.

1.3.1. SaaS Services: Based on the Client’s Data and the External Data which have been uploaded to Transmetrics Prediction Engine for processing and analysis, the Client shall periodically receive Forecasts, Optimizations and Reports, accessible through the Interface and ETLs of Transmetrics.

1.3.2. Additional Services: Further to the SaaS services, the Client may commission to Transmetrics additional services consisting inter alia of:

a. Analyzing the Client’s status, work load, internal processes and operational profile; Identifying and advising on the best use of Transmetrics Product;
b. Configuring the data integration between the Transmetrics Product and the systems of the Client, in order to enable automated scheduled data extraction, transformation and loading of data in either direction.
c. Entering external data, specific to Client, not part of the External data under clause 1.1.2. g, as well as related configurations to maintain The Transmetrics Product for proper use;
d. Training users of The Transmetrics Product;
e. Investigating and improving prediction accuracy, when the concepts and algorithms are likely to be beneficial for the Client, but are not deemed by Transmetrics as suitable for inclusion their standard product;
f. Modifying Transmetrics Product or building customizations required by the Client, other than such required for the proper rendering of the SaaS services under Clause 1.1.1.
g. Other software development or consulting services, not included in clause 1.1.2 or 1.3.2 a-f.

(Collectively referred to as “Additional Services”, or in case of just one particular service – “Additional Service”)

1.3.3. The Parties hereto agree that the Additional Services shall be negotiated and governed by order forms (“Additional Services Order Forms”), which are approved by the Client, and they shall be paid separately and are not considered as included in the Fees as per Clause 4.1.

1.3.4. The Additional Services shall be charged at applicable daily rates per man-day, depending on personnel seniority, based on a rate card, except different rates are stated in the Additional Service Order Form, in which case the rates in the Additional Service Order Form will prevail.

1.3.5. Whenever Service requests for Additional Services include additional features, capabilities, screens or reports of the Transmetrics software, they will be managed with a workflow as follows, separately for each service request:

a. The Client will issue a service request in writing, specifying the nature of services or of change to the software that is required.
b. Transmetrics will analyze the service request and assign a timeframe for execution and a cost budget to it, in the form of an Additional Service Order Form.
c. Whenever the service request corresponds to a software change that is deemed by Transmetrics to be suitable for The Transmetrics Product, Transmetrics can offer such change free of charge to Client, at a point of time that fits the Transmetrics product roadmap. Subject to agreement by Client, Transmetrics will proceed to implement the change free of charge as proposed.
d. In all other cases, the Client will inform Transmetrics that they accept or reject the timeframe and cost budget estimate, by signing the Additional Service Order Form.
e. Once the Client signs the Additional Service Order Form, Transmetrics will perform the services or implement the change.
f. Once the change is implemented, Transmetrics will inform the Client, who will have up to 1 calendar month to validate the change, or communicate any quality issues with it.
g. If any quality issues are communicated, and are confirmed by Transmetrics after investigation, they will be resolved, and the Client will be given 1 calendar month to validate the corrected functionality or services.

1.3.6. The Parties hereto agree that the Additional Services can also be provided by partners of Transmetrics, as designated by the latter.

1.4. Support

1.4.1. 1st Level Support. The responsibility of 1st Level Support is to register and classify support requests from end users, and to undertake an immediate effort in order to resolve an issue reported by the end user as quickly as possible. 1st level support has super-user access to the service, but doesn’t have enhanced access, required to make deep configuration or deployment changes to the solution, or to edit data via the back-end. If no immediate solution can be achieved, 1st Level Support will transfer the Incident to expert technical support groups (2nd Level Support). 1st Level Support also processes service requests (e.g. requests for changes in the application configuration) and keeps users informed about their requests status at agreed intervals.

1.4.2. The Parties hereto agree that Transmetrics shall not provide the Client with 1st Level Support. 1st level support will be provided by a super-user at Client side, who will also coordinate communication to 2nd and 3rd level support on behalf of Client.

1.4.3. 2nd Level Support. 2nd Level Support takes over requests which cannot be solved with the means and tools provided by 1st Level Support, or which require intervention by an IT specialist in order to solve the issue. If necessary, it will request external support, e.g. from software or hardware manufacturers. The aim is to resolve the user request, or to restore a failed IT Service as quickly as possible. 2nd level support typically does not communicate to end users or record service requests directly, but only tackles the service requests which 1st level support cannot resolve and passes on to them. If no solution can be found, the 2nd Level Support shall pass on the support request to 3rd level support.

1.4.4. The Parties hereto agree that Transmetrics shall provide the Client with 2nd Level Support. 2nd Level Support is considered included in the Fee owed by the Client to Transmetrics pursuant to Clause 4.1.

1.4.5. 3rd Level Support. 3rd Level Support services are requested by 2nd Level Support if required for solving a user request, or for restoring a failed IT service. For the purpose of this Agreement, 3rd Level Support shall generally consist of fixing software bugs, or executing other development and/or configuration tasks, which require technical modification in Transmetrics Product.

1.4.6. The Parties hereto agree that Transmetrics shall provide the Client with 3rd Level Support. 3rd Level Support is considered included in the Fee owed by the Client to Transmetrics pursuant to Clause 4.1, except where providing 3rd Level Support requires new features or customizations of the product, or changing the way the product is deployed at Client request. In these later cases, fees per section 1.3.4 will apply.

1.5. Proof of Concept and Deployment services.

1.5.1. Deployment. In order to enable usage of the SaaS Services, the Client may require certain services, including but not limited to: proofs of concept, enabling data connectivity between Client systems and the systems of Transmetrics, data conversion, system parameterization, development of new software screens, back-end functionality and reports.

1.5.2. Order Form. The deployment will consist of additional services, which shall be deemed as Additional Services within the meaning of Clause 1.3.2 herein above and shall be specified in the applicable Additional Service Order Form in Appendix 2 (“Deployment Services”).

1.5.3. Cooperation. Client agrees to provide Transmetrics with such cooperation, materials, information, access and support which Transmetrics deems to be reasonably required to successfully provide the Deployment Services, including, without limitation, as may be set forth in an applicable Additional Service Order Form (Appendix 2). Client understands and agrees that Transmetrics obligations hereunder are expressly conditioned upon Client providing such cooperation, materials, information, access and support.

1.5.5. Warranties. Transmetrics warrants that all Deployment Services provided under this Agreement will be performed in a professional manner in accordance with the terms and conditions in this Agreement and the applicable Order Form (Appendix 2).

2. Ownership of Intellectual Property.

2.1. Client’s Data.

2.1.1. Transmetrics acknowledges that all data uploaded or transmitted by any other technical means to Transmetrics Product by the Client (“Client’s Data”) for the purpose of consummation and performance of this Agreement is and shall be considered exclusive intellectual property of the Client. The Client acknowledges and agrees that the accuracy, integrity, reliability, quality, legality, and copyright of all Client’s Data shall be the sole responsibility of the Client.

2.1.2. The Client is, and shall remain, the exclusive owner of any and all rights, titles and interest in and to the Client’s Data.

2.1.3. The Client hereby grants its unconditional permission to Transmetrics for the duration of the Agreement to access and use the Client’s Data for the purposes outlined herein below:

a. To provide to Client and support the services under section 1.2, 1.3 and 1.4.
b. to develop, modify, customize or enhance Transmetrics Product by investigating certain behaviors of Transmetrics Product, or render advices on how the Client can use Transmetrics Product in a better and more efficient way;
c. to conduct research, for example, for the purpose of improving prediction accuracy and optimization potential of the Transmetrics Product;
d. to generate an anonymized aggregation of data, to calculate and publish highly aggregated indexes or statistics, which aggregate the data of many individual companies, in such a way that individual data of the Client cannot be separated or identified within the overall index.
e. for any other purposes – only upon an explicit written permission given by the Client to Transmetrics for each separate case.

2.1.4. Transmetrics shall not share, rent, sell, copy Client’s Data, trade in, or use it for any purposes not related to the consummation and performance of this Agreement within the term of validity of thereof, as well as after its termination.

2.1.5. For absence of doubt, after the termination of this agreement, Transmetrics will no longer be allowed to use the data of Client for the purpose of 2.1.3. d. Transmetrics will retain the full ownership and right to use and publish past results of work under 2.1.3. d. derived or calculated using Client data while the agreement was in force.

2.1.6. In relation to personal data processed by Transmetrics in connection with the provision of the services or the performance of its other obligations set out in this Agreement it is acknowledged by the Parties that Transmetrics is a register administrator of personal data. All personal data acquired by Transmetrics from the Client shall only be used, processed or disclosed in compliance with the Personal Data Protection Act, exclusively for the purposes of this Agreement and shall not be otherwise used, processed or disclosed without the consent of the Client.

2.2. Transmetrics’s Intellectual Property.

2.2.1. The Client acknowledges and agrees that SaaS services use proprietary software being a Transmetrics Product owned by Transmetrics, and the Client is being granted, for the duration of this agreement, an individual, non-exclusive, non-transferable license to use the Transmetrics Product, as well as the External Data subject to the terms and conditions of this Agreement. The Client acknowledges and agrees that the Client, its employees or agents, are expressly prohibited, directly or indirectly, from attempting to discover, copy, undertake reverse engineering, modify, replicate, supplement, or alter the source code, underlying algorithms, External Data, or technology of the Transmetrics Product; rent, lease, sell, assign, or transfer rights to the Transmetrics Product; modify or make derivative works based on the Transmetrics Product; or use Transmetrics Product in for any purpose different from the consummation and performance of this Agreement. The Client acknowledges and agrees that Transmetrics retains any and all rights, titles and interest in and to Transmetrics Product throughout the world, including derivatives, portions or copies (“Transmetrics IP Rights”).

2.2.2. Use and/or consummation of the SaaS services and any results thereof do not transfer any right, title or interest in or to the SaaS services or any Transmetrics IP Rights.

2.2.3. Transmetrics may make use of third-party software and External Data, in connection with the SaaS services provided pursuant to this Agreement, any such third-party software, or services, or External Data are and shall remain property of their original owners.

2.2.4. The Client shall not share, rent, sell, copy off Transmetrics’s servers, trade in, or use any data which is a subject of Transmetrics IP Rights, as well as any External Data for any purposes not related to the consummation and performance of this Agreement within the term of validity thereof, as well as after its termination.

3. Confidentiality

Each of Client and Transmetrics has consented to make information available to the other party on a confidential basis.

3.1. Nondisclosure, No License. Each party agrees to keep confidential and not to disclose (or allow any of its employees to disclose) any of the other party’s Confidential Information.  Each party agrees not to use (or allow any of its employees to use) any of the other party’s Confidential Information for any purpose other than the Purpose for which the parties are exchanging such Confidential Information. Each party further agrees to disclose Confidential Information only to those employees who have a need to know such information and who are bound by nondisclosure obligations consistent with the terms of this Agreement.  The Parties agree that both the client data made available by Client to Transmetrics and the forecasted data (e.g. the volume of items for a specific day and a specific area) to be made available by Transmetrics to Client (“the Deliverables”) in order for Client to make its assessment in connection with the Purpose will constitute Confidential Information and be subject to the limitations set forth in this Section 1. Client will have the exclusive, non-transferable, non-sublicensable right to make such use of the content of all Deliverables, except for the Deliverables containing any intellectual property right or proprietary information owned by Transmetrics (“IP & Trade Secrets”), for which Transmetrics hereby grants to Client a non-exclusive, non-transferable, non-sublicensable and royalty free right to use such IP & Trade Secrets but solely in view of making its assessment in connection with the Purpose and subject to the limitations set forth in this Section 1.

3.2. Confidential Information. A party’s “Confidential Information” means any information that is not generally available to the public and that is treated as confidential by the disclosing party, including, without limitation, any software, tools, frameworks, algorithms, know-how, industry information, and client-related information disclosed by such party; provided, however, that “Confidential Information” shall not include any information that (i) is publicly available other than as a result of the recipient’s breach hereof, (ii) was in the recipient’s possession prior to its receipt hereunder, (iii) was disclosed to the recipient by a third party reasonably understood to have the right to disclose it, or (iv) is independently developed by the recipient without breach hereof. For purpose of clarification the parties agree that this Confidentiality Agreement will be applicable to Confidential Information which has been handed over by one party to another party prior to the signing of this Confidentiality Agreement. Furthermore, Confidential Information are also Information of third parties which are handed over by one party to another party.

3.3. Compliance with Laws. If a party becomes legally compelled to disclose any of the Confidential Information received from the other party, the compelled party shall use reasonable efforts to provide such other party with prompt notice of such requirement or advice prior to disclosure so that such other party may seek a protective order or other appropriate remedy. If such protective order or other remedy is not obtained, the compelled party agrees to furnish only that portion of the Confidential Information that it is legally required to so furnish and, at the request and expense of such other party, to use reasonable efforts to obtain assurance that confidential treatment will be accorded such Confidential Information.

3.4. Return or Destruction of Confidential Information. If a party so requests in writing, the other party shall return or destroy within ten business days all copies of Confidential Information provided by the requesting party in its or its employees’ possession and certify within such period that it has done so. This shall not apply to copies of electronically exchanged Confidential Information made as a matter of routine information technology backup and Confidential Information or copies thereof which must be stored by the Parties to internal compliance guidelines.

4. Payment

4.1. Fees

4.1.1. The Client agrees to pay to Transmetrics a SaaS subscription monthly fee (“SaaS Fee”) in the monthly amount specified in the rate card agreed between Transmetrics and Client. For avoidance of doubt, the Parties herewith agree and acknowledge that the SaaS Fee includes (i) all costs of running Transmetrics Product, including licenses; (ii) 2nd and 3rd Level Support as per Clause 1.4.4. and Clause 1.4.6.; (iii) hardware and software infrastructure and hosting; (iv) regular backups of data, (v) business support services, such as monitoring accuracy of forecasts, verifying optimization outcomes, assisting with achieving business benefits, (vi) periodic software version upgrades and patches. The SaaS Fee shall not cover the internet connection costs incurred by the Client to connect to the Internet backbone, nor shall it cover VPN connectivity costs at Client’s end.

4.1.2. The SaaS Fee shall be paid by the Client to Transmetrics on a regular monthly basis, invoiced not later than the start of the SaaS services each month.

4.1.3. For Additional Services, the Client agrees to pay the outstanding fees for such services (“Additional Service Fees”), as stipulated in the corresponding Additional Service Order Forms.

4.1.4. Payments shall be effectuated by a wire transfer to a bank account designated by Transmetrics and stated on the invoice.

4.1.5. Unless otherwise specified on an Order Form, all invoices are due upon receipt and will be paid within thirty (30) days.

4.2. Taxes

4.2.1. All rates and fees in Appendix 1 under this Agreement shall be exclusive of any value added tax (if applicable) or other applicable sales taxes.

4.2.2. Transmetrics shall not be liable for any taxes and other governmental fees related to the Client’s purchase/use of any SaaS services or Additional Services hereunder.

5. Term and Termination.

5.1. Validity of this agreement

5.1.1. The Term of Validity of this Agreement shall begin on the date of execution thereof and shall continue indefinitely unless terminated pursuant to Clause 5.2 or Clause 5.3.

5.2. Unilateral termination of the Agreement without a cause

5.2.1. Client may terminate this Agreement without any specific cause at any time by providing a 12 months advance notice to Transmetrics. If a notice is given within a certain billing period (month), the 12 months will be counted starting from the first day of the next billing period.

5.3. Unilateral termination of the Agreement for a cause

5.3.1. Client may terminate this Agreement if not satisfied with the results at any time during the provision of DEPLOYMENT services or within 30 days after the completion of such DEPLOYMENT services. The Notice of Termination should be served not later than 30 (thirty) days after the Client receives the deliverables under the DEPLOYMENT Services.

5.3.2. Either party shall be entitled to terminate this Agreement by serving the other Party with a written notice (“Notice of Termination”):

a. in the event of an adverse material breach by the other Party of any core obligation, representation, warranty, covenant or agreement contained herein which has not been cured or is not curable within 30 days or whatever other reasonable time the parties agree bilaterally;
b. in the event of insolvency, bankruptcy, or voluntary liquidation of either of the parties.

5.4. Effects of Termination

5.4.1. Upon expiration of the Term of Validity of the Agreement under Clause 5.1., termination of the Agreement under Clause 5.2., or termination of the Agreement under Clause 5.3.: (i) each Receiving Party shall cease use of and return all Confidential Information to the Disclosing Party; and (ii) the Client shall pay to Transmetrics all outstanding amounts due to the Termination date.

5.5. Temporary suspension of services in the event of payment delays

5.5.1. Transmetrics shall be entitled to suspend the performance of this Agreement and the access of The Client to SaaS services and Additional services, in the event that the Client fails to pay the Fees stipulated in Clause 4.1.1. (“SaaS fees”) or Clause 4.1.3. (“Additional Services Fees”) within 14 days after the end of the term set forth. Such suspension can continue until any and all and delayed payments have been made in full. If any payment is delayed for more than 3 months after the end of the term of payment, Transmetrics may terminate the agreement unilaterally.

6. Warranty and Disclaimer

6.1. SaaS services provided by Transmetrics depend on the quality of the Client’s Data and External Data, as well as data subject to Transmetrics IP Rights, as the case may be, and Transmetrics does not warrant that a certain accuracy level of forecasts shall be achieved as has been achieved by other parties in the past using the Transmetrics Product.

6.2. Transmetrics warrants that the Additional Services delivered pursuant to point 1.4.5. of this Agreement shall substantially conform to the Service Request as it was agreed between Client and Transmetrics.

6.3. Except as expressly set forth above in this Clause, the SaaS services is provided “as is”. Transmetrics makes no warranties or representations of any kind, express or implied, for the services, results and reports, provided hereunder. Transmetrics also disclaims any warranty of merchantability or fitness for a particular purpose and shall not be responsible for any damages, claims, actions and likewise that may be suffered by the Client or any third party, resulting from the SaaS services provided hereunder.

7. Limitation of Liability.

7.1. In no event shall Transmetrics’s total liability exceed the total Fees paid by the Client hereunder for the most recent 12 months period. In addition to Clause 2.1.5., Transmetrics, its officers, agents, or anyone else involved in providing SaaS services, shall not be liable for any direct, indirect, incidental, special, or consequential damages that result from the use of the SaaS services provided hereunder; or for any damages that result from mistakes, omissions, interruptions, loss or deletion of data, errors, defects, delays, or any failure of performance, whether or not resulting from incorrect, inaccurate, incomplete instructions of the Client, force majeure, communication failure, theft, destruction, or unauthorized access to the Client’s or to Transmetrics’s records, programs, environments, VPN or servers unless when due to intentional non-performance or negligent performance of Transmetrics’s obligations under Clause 2.1.3 and/or Clause 2.1.4.

7.2. Without prejudice to the foregoing, Transmetrics shall not be held liable for any security breach, including for any data breach, which is a security incident in which sensitive, protected or confidential data is copied, transmitted, viewed, stolen or used by an individual unauthorized to do so; and including for any network breach, which is a security incident in which access to computer systems, components or other parts of a protected network is gained by an individual unauthorized to do so unless when due to intentional non-performance or negligent performance of Transmetrics’s obligations under Clause 2.1.3 and/or Clause 2.1.4.

7.3. In no event shall Client’s total liability exceed the total Fees paid by the Client hereunder for the most recent 12 months period. The Client, its officers, agents, or anyone else involved in the use of SaaS services provided hereunder, shall not be liable for any direct, indirect, incidental, special, or consequential damages that result from the use of such SaaS services or from any failure of performance hereunder, unless when due to intentional non-performance or negligent performance of Client’s obligations under the Agreement.

7.4. Without prejudice to the foregoing, the Client shall not be held liable for any security breach, including for any data breach, which is a security incident in which sensitive, protected or confidential data is copied, transmitted, viewed, stolen or used by an individual unauthorized to do so; and including for any network breach, which is a security incident in which access to computer systems, components or other parts of a protected network is gained by an individual unauthorized to do so unless when due to intentional non-performance or negligent performance of Client’s obligations under the Agreement.

8. Amendments and Supplements.

8.1. This Agreement may be amended or supplemented by a written instrument signed by both Parties.

9. Expenses.

9.1. Each Party shall pay its own expenses, including the fees of attorneys, accountants, investment bankers, valuation experts and others, in connection with the transaction contemplated hereby.

10. Assignment of Rights and Obligations

10.1. Either party is forbidden from transferring any or all of its rights and obligations under this Agreement without the prior written consent of the other Party, except in case of legal succession.

11. Governing Law.

11.1. This Agreement shall be governed by and construed in accordance with the laws of Belgium (“Governing Law”).

12. Dispute Resolution.

12.1. Any disputes arising out of or in connection with this Agreement shall be finally settled under the CEPANI Rules of Arbitration by one or more arbitrators appointed in accordance with the said Rules. The arbitral tribunal shall be composed of three arbitrators. The arbitration shall be conducted in the English language.

13. Other Clauses.

13.1. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered by hand, or sent via a reputable nationwide courier service, or mailed by registered or certified mail (return receipt requested) to the Parties at the following addresses (or at such other address for a party as shall be specified by like notice) and shall be deemed given on the date on which so hand-delivered or on the third business day following the date on which so mailed or sent.

13.2. This Agreement (i) constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof, and (ii) is not intended to confer upon any person other than the Parties hereto any rights or remedies hereunder.

13.3. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the other provisions of this Agreement, each of which shall remain in full force and effect.

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