geNorm SOFTWARE LICENSE AGREEMENT This software license agreement (hereinafter referred to as the "Agreement") provides the terms and conditions under which Ghent University, Sint- Pietersnieuwstraat 25, 9000 Ghent - Belgium (hereinafter referred to as "UGent") is willing to grant you (being the person or entity installing and using the Software, hereinafter referred to as the "Licensee") a non-exclusive, non- transferable limited right to use the Software under UGent copyrights. By downloading, installing or otherwise using the Software, Licensee agrees to accept the terms and conditions of this Agreement and agrees to be bound by this Agreement. If Licensee does not agree with any of the terms or conditions of this Agreement, he should not download or install or use the Software. 1. Authorization - Licensee warrants and represents that the person accepting this Agreement on behalf of Licensee is its legally authorized representative and is duly authorized to accept agreements of this type on behalf of Licensee and obligate Licensee to the terms and conditions herein. Any breach of this warranty and representation is a material breach of this Agreement and, in such event, this Agreement and the rights granted to Licensee shall terminate automatically. 2. Definitions - For the purposes of this Agreement, the following terms shall have the following meanings: 1) "Software": refers to the computer software, proprietary to UGent and supplied with this Agreement, entitled "geNorm for Windows” or “geNorm for Macintosh” (provided as a Microsoft Excel file, which is a collection of Visual Basic for Applications coded macros) and any part of it. 2) "Licensed Software": refers to the Software, and any documentation, if any, supplied with this Agreement. 3) "Adaptation": refers to any work based on the Licensed Software, including: a. any work which incorporates all or part of the Licensed Software, b. any work which includes modifications to the Software, including but not limited to bug fixes, c. any work which would be regarded as a derivative work of the Software under the Belgian Copyright Law, and d. any work which is otherwise covered by any of UGent's intellectual property rights in the Licensed Software. 4) "Non Commercial Research Purpose": refers to use of the Licensed Software solely for the purpose of non-commercial, academic research to be conducted at a non-profit institution. "Non Commercial Research Purpose" excludes, without limitation, any use of the Licensed Software as part of or in connection with a product (including software) or service which is sold, offered for sale, licensed, leased, loaned or rented. 3. Server License - Subject to the terms and conditions of this Agreement, UGent grants Licensee a limited, personal, royalty-free, non-exclusive, non- transferable right to install and use the Licensed Software for Non Commercial Research Purposes on a single server controlled by Licensee. 4. Restrictions on Use - Licensee is allowed to make a reasonable number of copies of the Licensed Software solely for backup and recovery purposes. Any such copies shall in all respects be subject to the terms and conditions of this Agreement. Licensee shall not reverse engineer, decompile or disassemble the Licensed Software. Licensee shall not remove or obscure any copyright and trademark notices or other proprietary notices relating to the Licensed Software. All notices must be duplicated as it appears on the Licensed Software on all authorized copies. Licensee may not disclose, rent, lease or sell (any portions of) the Licensed Software nor distribute (any portions of) the Licensed Software to any third party. Licensee shall not display or disclose the Licensed Software on a public bulletin board, website, chatroom or by any other means. 4. No Other Rights - Licensee acknowledges that it obtains no ownership rights in the Licensed Software under the terms of this Agreement. All rights in the Licensed Software, including but not limited to trade secrets, trademarks, service marks, patents, and copyrights are, shall be and will remain the property of UGent. All copies of the Licensed Software delivered to Licensee or made by Licensee remain the property of UGent. 5. Adaptations - Licensee may create adaptations of the Licensed Software only if a. Licensee treats the adaptations as Licensed Software under this Agreement, and b. the adaptations include all copyright notices appearing in the Licensed Software, and c. Licensee provides UGent promptly with a copy of the adaptations (in source code form). 6. Third party rights - Licensee warrants that it has obtained lawful permission to use all hardware and software required in order to use the Licensed Software . 7. Warranty Disclaimer - UGent has no obligation to support or maintain the Licensed Software and grants Licensee the right to use the Licensed Software "as is". Licensee assumes total responsibility and risk for Licensee's use of the Licensed Software. UGent does not make, and expressly disclaims, any express or implied warranties, representations or endorsements of any kind whatsoever, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose, and the warranties of title or non- infringement. In no event shall UGent be liable for (a) any damages (including, without limitation, damages for loss of profits, business interruption, loss of programs or information, and the like) arising out of the use of or inability to use the Licensed Software , even if UGent has been advised of the possibility of such damages, (b) any claim attributable to errors, omissions, or other inaccuracies in the Licensed Software , or (c) any claim by any third party. By way of example only, UGent does not warrant that the Licensed Software will be error- free. As used in this section, "UGent" includes its employees, directors, officers, agents, representatives, subcontractors, service providers and suppliers. 8. Term and termination - This Agreement shall enter into force on the Effective Date and shall end one (1) year after the date of download, where after the rights granted to Licensee under this Agreement shall terminate and Licensee shall destroy all copies of the Licensed Software. This Agreement and the rights granted to Licensee shall terminate automatically if Licensee fails to comply with any of the terms and conditions of this Agreement. Upon termination, all licenses granted herein shall terminate and Licensee shall immediately destroy all copies of the Licensed Software. Licensee understands that its breach of the conditions of limited use and non- disclosure determined by this Agreement shall cause irreparable harm to Licensor. 9. Applicable Law - This Agreement shall be governed by and construed in accordance with the laws of the Belgium, without regard to its conflicts of law rules. The Commercial courts of Gent, Belgium are exclusively competent. 10. Assignment - Neither this Agreement nor any of Licensee's rights hereunder shall be assigned, sublicensed, or transferred (in insolvency proceedings, by mergers, acquisitions or otherwise) by Licensee without the previous written consent of UGent. Any assignment or other transfer which is inconsistent with the foregoing shall be null and void ab initio. 11. Entire agreement - This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all previous agreements, arrangements or undertakings between the parties relating to its subject matter and any representations or warranties previously given or made to it.