Section 1 - DEFINITIONS

The following definitions (and additional definitions provided below) will apply:

“IntelliProve” means a limited liability company established, organized and existing under the law of Belgium, with office at D’Haenestraat (HEU) 22, 9070 Destelbergen, Belgium, and registered with the Crossroads Bank for Enterprises (Kruispuntbank van Ondernemingen) under the company number 0767.586.239 (RLE Ghent, section Ghent);

“IntelliProve’s Authorized Representatives” means and includes IntelliProve and IntelliProve’s authorized vendors, resellers, distributors and licensors;

“IntelliProve API” means IntelliProve’s API solution to connect the Licensee’s platform with the Platform;

“IntelliProve SDK” means the IntelliProve software development kit and any associated documentation, software code, other materials made available by IntelliProve;

“License Agreement” means any agreement between the Licensee and IntelliProve pursuant to which the Authorized User may use the Platform as integrated into the Licensee Platform;

“Licensee’s Platform” means the (wellbeing) software platform or application developed by the Licensee through which Authorized Users can access the Platform;

“Platform” means the proprietary software solution developed and managed by IntelliProve for facial analysis, including the IntelliProve SDK or IntelliProve API and available to Authorized Users via the Licensee Platform;

“Terms of Use” means this legal agreement between the IntelliProve and the Authorized User covering the use of the Platform by the Authorized User;

“You, Your or Authorized User” means users who are authorized to access the Platform through a user account created by the Licensee.



Section 2 - APPLICABILITY

2.1.              The use of the Platform will be governed by these Terms of Use. By using the Platform, You agree to be bound by the terms of these Terms of Use. If You do not agree to the terms of these Terms of Use, IntelliProve cannot and does not license the Platform- to You. In such event, You must not use or install the Platform, as you will be in violation of IntelliProve’s intellectual property rights.

2.2.              You have been granted access to the Platform pursuant to a commercial agreement between a Licensee of IntelliProve. Pursuant to the License Agreement certain licenses are granted to Authorized Users set out in Section 3.



Section 3 - LICENSE

3.1.              Subject to the terms and conditions of these Terms of Use, IntelliProve grants to the Authorized User, who accepts, a personal, non-exclusive, non-assignable and non-transferable license to use the Platform in accordance with the terms and conditions hereof. The license has a defined duration and will automatically expire when the License Agreement is terminated or expires.

3.2.              Platform and Documentation. IntelliProve may choose to provide, at its own discretion, Documentation containing the specifications for operation and use of the Platform. If so, the Authorized User is required to use the Platformin accordance with such Documentation. Failure to observe this requirement invalidates any legal obligations that IntelliProve may have towards the Authorized User in relation to the Platform. This Documentation, if applicable, will be provided, wholly or in part, (i) within these Terms of Use, (ii) via IntelliProve’s Website (iii) in combination with the Platform, or (iv) any other agreement, document, support, whatsoever decided by IntelliProve.

3.3.              IntelliProve reserves the right to make, in its sole discretion, changes and updates to the functionality and/or documentation of the Platformfrom time to time without prior notification to the Authorized User.

3.4.              Restricted Use. The Platform will be used solely and exclusively by the Authorized User. Any other use of the Platform, including resale of derivative modifications or extensions, is expressly prohibited.

3.5.              An Authorized User will not have the right to (i) use the Platform in whole or part for any other purpose, other than as provided herein or to make the Platform available to Third Parties (ii) decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of the Platform by any means whatsoever, or disclose any of the foregoing, or (iii) use the Platform in any way that is unlawful, illegal, fraudulent or harmful; or (iv) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

3.6.              IntelliProve and its suppliers retain all intellectual property rights, title and interest in and to the Platform. All rights in and to the Platform are reserved by IntelliProve or its licensors. No license is granted to the Authorized User except as to use of the Platform as expressly stated herein. IntelliProve name, IntelliProve’s logo, and the product names associated with the Platform are trademarks of IntelliProve or Third Parties, and they may not be used without IntelliProve's prior written consent.



Section 4 - INDEMNIFICATION

4.1.              The Authorized User agrees to defend, indemnify, and hold harmless IntelliProve (and its officers, directors, employees and agents) from and against any Third Party claims, actions or demands (including, without limitation, costs, damages and reasonable legal and accounting fees) which result from any Authorized User’s data infringing the rights of any Third Party (including infringement of intellectual property).



Section 5 - DISCLAIMERS AND LIMITATIONS

5.1.              IntelliProve makes no representations or warranties, express or implied, regarding the use or performance of the Platform, including without limitation any implied warranties of merchantability, or fitness for a particular purpose. Other than as provided for in these Terms of Use, the Authorized User accepts that the Platformis provided "as is" without any additional warranties.

5.2.              No medical advice. IntelliProve’ services and the Platform are not intended for medical purposes. The Platform does not offer any kind of medical advice, diagnosis or treatment and are not intended for any medical use or purposes. The Platform intended use is general wellness only. The estimative measurements (“Measurements”) provided to you of physiological and psychological states should not be treated as medical advice. The Measurements IntelliProve provides to you are not intended to be utilized for any medical purposes or to diagnose, treat, cure or prevent any disease, ailment, or injury. To the maximum extent permitted by applicable law, you expressly agree we are not providing any medical advice via the Platform. All content provided by the Platform including the Measurements is not intended to be and should not be used in place of (a) the advice of your physician or other medical professionals, and (b) a visit, call or consultation with your physician or other medical professionals. Should you have any health-related questions, please contact your physician or other healthcare provider promptly.

5.3.              Intelliprove and Intelliprove’s Authorized Representatives do not warrant that the Platform will be free of errors and you acknowledge that the existence of any such errors does not constitute a breach of these Terms of Use. To the extent permitted by law Intelliprove and Intelliprove’s Authorized Representatives expressly disclaim all warranties, express or implied, including, but not limited to, any implied warranties of merchantability and fitness for a particular purpose unless otherwise stated herein. Intelliprove and Intelliprove’s Authorized Representatives do not warrant that the functions contained in the Platform will meet the Authorized User requirements or that the operation of the Platform will be correct. furthermore, Intelliprove and Intelliprove’s Authorized Representatives do not warrant or make any representations regarding the use or the results of the use of the Platform in terms of its correctness, accuracy, reliability, or otherwise. No oral or written information or advice given by Intelliprove and/or licensor’s Authorized Representative will create a warranty or in any way increase the scope of this warranty. Should the Platform prove defective in your technology environment, you assume the entire cost of all necessary servicing, repair or correction to your own technology environment.

5.4.              Types of damages. To the extent legally permitted under applicable law, Parties will not be liable to each other, for any special, indirect, exemplary, punitive, incidental or consequential damages of any nature including, but not limited to damages or costs due to loss of profits, data, revenue, goodwill, production or use, business interruption, procurement of substitute services, or personal or property damage arising out of or in connection with these terms of use, including but not limited to any miscalculations, or the use, misuse, or inability to use the Platform, regardless of the cause of action or the theory of liability, whether in tort, contract, or otherwise, even if Parties have been notified of the likelihood of such damages. Iin the event that liability is imposed on a Party its liability arising out of or in connection with these terms of use, regardless of the cause of action or the theory of liability, whether in tort, contract, or otherwise, will not exceed five-thousand euros (EUR 5,000).



Section 6 - MISCELLANEOUS

6.1.              These Terms of Use will be governed and construed in accordance with the laws of Belgium applicable therein. Any legal action or proceeding between IntelliProve and the Authorized User for any purpose concerning the Terms of Use or the Parties' obligations hereunder will be brought exclusively in a court of competent jurisdiction sitting in the judicial district of Ghent (section Ghent), Belgium.

6.2.              IntelliProve’s failure to insist upon or enforce strict performance of any provision of these Terms of Use will not be construed as a waiver of any provision or right. Neither the course of conduct between the Parties nor trade practice will act to modify any provision of these Terms of Use.

6.3.              IntelliProve may assign its rights and duties under these Terms of Use to any party at any time without notice to the Authorized User. The Authorized User may not assign these Terms of Use without the prior written consent of IntelliProve.

6.4.              If any part of these Terms of Use is null, illegal or non-enforceable, these Terms of Use will be interpreted as if this part was never part of this Agreement.

6.5.              The provisions of these Terms of Use are for the benefit of IntelliProve and its officers, directors, employees, agents, licensors and suppliers. Each of these individuals or entities will have the right to assert and enforce those provisions directly against the Authorized User on its own behalf. These Terms of Use is also for the benefit of, and binds, the Authorized User and its heirs, successors, legal representatives and permitted assigns.

6.6.              Any rights not expressly granted herein are reserved to IntelliProve.

6.7.              The parties confirm that they have agreed that this Agreement and all related documents be drafted in English only, and confirm that they have legal standing and competence to engage in these Terms of Use as set out above.