LICENCE AGREEMENT JURISQUARE

Article 1. Definitions

• For the purposes of this Agreement, and unless expressly stated otherwise, the following terms shall have the meanings hereunder assigned to them:
• Licensor: Jurisquare NV, with registered office at 1050 Brussels, Ernestinelaan 4, with company number 0888.702.716, RPR Brussels.
• Jurisquare: the Licensor's product, considered indivisible, consisting of a database of systematically ordered Sources and associated search engine, which is made available in electronic form via the Internet.
• Subscriber: the natural individual or legal entity who has entered into this agreement with the Licensor regarding the use of Jurisquare, and has therefore accepted the terms of use.
• User: the natural person who (i) works within the Subscriber's corporation or (ii) is a Subscriber himself, and who actually uses the licence to Jurisquare obtained by the Subscriber.
• Legal Publishers: the legal publishers whose legal journals and other legal information sources are made accessible to the Subscriber through Jurisquare.
• Books: legal information sources that are provided as stand-alone information sources, without prejudice to the possibility of being included in a series, offered by the Legal Publishers and on which a right of use can be taken via Jurisquare without obligation to take out a subscription, as well as the components (chapters, sections) of such legal information sources to the extent that they are offered separately.
• Journals: legal sources of information offered by the Legal Publishers in the form of a subscription with periodic issues and on which a right of use can be obtained via Jurisquare, provided that the conditions set by the Legal Publishers concerned to this end are met.
• Sources: Books and Journals, as well as articles and other content from legal journals and other legal information sources that are included in the Jurisquare database in digital form.
• Agreement: this agreement between the Licensor and the Subscriber.
• Special Provisions: the elements of the Agreement, including the price and the Sources made available, that are specific to each Subscriber.
• Access Code: a personalized set of login and password for access to Jurisquare.
• Business Day: Monday to Friday, from 8am to 6pm, excluding public holidays.

Article 2. Licence

2.1 Subject to the terms and conditions set forth in this Agreement, the Licensor grants the Subscriber a non-exclusive and non-transferable right to use Jurisquare, namely the right to use Jurisquare to conduct searches and consult Sources.

2.2 The scope of the licence granted under this Agreement, with regard to the possibility of being able to consult texts in their full extent, is determined by this Agreement in combination with, on the one hand, with regard to the Journals, the list of titles included in the Special Provisions and, on the other hand, with regard to the Books, any special conditions of use which the Subscriber accepts at the time of acquisition of the right of use through Jurisquare.

2.3 The licence granted under this agreement is granted subject to prior payment of the fee mentioned in the Special Provisions and, as regards the Books, subject to prior acquisition of the rights of use of the specifically chosen Book after payment of the fee due to Jurisquare for this purpose.

2.4 The licence granted under this agreement is limited to the Users and to a use of Jurisquare in view of the Subscriber's own activity.

2.5 The licence right is not necessarily granted on all the Sources included in Jurisquare in their full extent. The extent of the licence right is also determined by the permission of the Legal Publishers to make their Sources available and, for the Books, by the choices made by the Subscriber. The Subscriber alone is responsible for obtaining and retaining the authorisation of each Legal Publisher concerned.

Article 3. Users

3.1 The subscriber shall provide the Licensor with the information about the Users requested by the Licensor.

3.2 The use of Jurisquare is limited to the Users who have obtained their own Access Code and who can only use Jurisquare via their own Access Code.

3.3 The Subscriber is liable for the use of the Access Codes and Jurisquare by the Users. Subscriber shall ensure that Jurisquare is used in accordance with the terms and conditions of this Agreement and all relevant legal provisions.

3.4 The acquisition of a right to use Books or other Sources, as the case may be, to the extent offered through Jurisquare, is only possible through those user accounts that have sufficient authorisation to do so under the Agreement.

3.5 Any change in the number of Users requires the Licensor's prior written consent. Any change in the number of Users may affect the Subscriber's subscription fee paid under this Agreement.

3.6 The Licensor reserves the right to control the use of the Access Codes and Jurisquare at any time by any means deemed appropriate.

Article 4.Ownership

4.1 This Agreement does not constitute any transfer of rights to the Subscriber or to the Users and does not affect any intellectual property rights of the Licensor, the Legal Publishers and the authors, including - but not limited to - the rights of the Legal Publishers as publishers and, where applicable, as authors of the Sources, the copyrights of the (original) authors of the Sources and the rights in connection with the database of both the Licensor and the Legal Publishers.

4.2 The Subscriber and/or the User(s) may not remove or alter any reference to copyrights, trademarks, trade names or other intellectual property rights from or to the Sources (and the documents, files and data belonging thereto).

Article 5. Privacy

5.1 The User expressly authorises Jurisquare to process electronically the personal data it provides (surname, first name, postal address, e-mail address, company number, telephone, bank account and any other data the User communicates voluntarily) in the execution of this Agreement. This processing is indeed necessary for the performance of the contractual obligations that Jurisquare has entered into with regard to the user.

The personal data of the user are processed and stored in compliance with the legislation on the protection of privacy.

5.2 The personal data of the user will only be used for the following purposes:

• Execution of the present agreement,
• Information to the user,
• Communication of promotional information.

5.3 Jurisquare undertakes not to share the personal data it processes with third parties.

5.4 The personal data collected will be kept for the entire duration of the contract and for a period of 3 years after its termination. During this retention period, Jurisquare will ensure adequate security measures to prevent any unauthorised access to these personal data of the user.

5.5 The user has a right of access to his data. To do so, he must contact Jurisquare via the e-mail address privacy@jurisquare.be. In this way, he can request the correction of his personal data, or oppose the processing thereof.

Article 6. Commercial communication

6.1 The User expressly authorises the receipt of commercial information sent by Jurisquare by electronic means or on paper to promote its services.

6.2 The User may at any time opt out of the communication of this commercial information. He can inform Jurisquare of this in the manner described in any electronic communication of a commercial nature.

Article 7. Use of Jurisquare

7.1 Subscriber or Users may not commercialise or otherwise exploit Jurisquare, its Sources or the results arising from the use of Jurisquare as such, including in particular the prohibition to sell, rent, distribute, pass on, distribute, lend or otherwise (e.g. electronically, via online services or online transmission) publish or make available to third parties, in whole or in part. It is also prohibited to reproduce, modify or translate Jurisquare or any part thereof, in any way and in any form.

7.2 Subscriber or User is prohibited from using Jurisquare in violation of the provisions of the Agreement or from performing any act contrary to the normal use of Jurisquare or the Sources that may cause damage to Licensor, Legal Publishers or authors.

7.3 Without Jurisquare's prior written consent, it is not permitted to implement or integrate Jurisquare, the search access to Jurisquare, the Sources and/or the results arising from Jurisquare's use, into or with any other application, interface or programme.

7.4 Subscriber may not modify, remove or circumvent any measures to protect Jurisquare, including the software, hardware and codes used in connection therewith.

7.5 The provisions of this Agreement are without prejudice to the contractual terms between the Subscriber and the Legal Publishers from which Sources are made available through Jurisquare to the extent that such contractual terms provide additional rules or greater protection for the rights of the legal Publishers and the authors. To the extent that the contractual terms between the Subscriber and the aforementioned Legal Publishers conflict with this Agreement, this Agreement shall prevail with respect to the use of Jurisquare and the use of results obtained through Jurisquare.

7.6 The Subscriber acknowledges that neither the Licensor, the Legal Publishers nor the authors bear any liability for any errors or imperfections in the Sources, nor for the consequences thereof.

7.7 The Licensor may cease to make Jurisquare available or to comply with its other obligations under this Agreement, with immediate effect, if the Subscriber fails to comply with any provision of this Agreement or if the use of Jurisquare is made in a manner that harms or, in the opinion of the Licensor, reasonably can harm the interests of the Licensor, the Legal Publishers or the authors.

Article 8. Guarantees

8.1 The Licensor shall not give any guarantee except those described in this Article.

8.2 In principle Jurisquare is made available 24 hours a day by the Licensor. The Licensor may, however, temporarily suspend the availability of Jurisquare, even without prior notice, for maintenance or repair work. The Licensor bears no responsibility if the unavailability of Jurisquare is due to any connection problem.

8.3 All services offered by the Licensor will be performed to the best of its ability and judgment, without any guarantee of result. In particular, Jurisquare makes no warranty as to the availability and/or accessibility of the Sources, nor as to the completeness, relevance, accuracy and/or timeliness of the search results. The search results and/or associated Sources may under no circumstances be interpreted as legal advice.

8.4 The Licensor does not guarantee that documents, files or data selected with Jurisquare will meet the User’s search request.

Article 9. Liability

9.1 The Licensor shall not be liable for any failure in Jurisquare, which is only offered "as is", in the manner in which it exists at any given time. In particular, the Licensor shall not be liable for any omissions, errors, inaccuracies or other defects in the search results and/or in the content of the Sources made available, nor for incorrect or ineffective references to information.

9.2 The Licensor is not liable for the loss of information and/or search results stored within Jurisquare.

9.3 Should the Licensor, notwithstanding the provisions of Article 7.1, prove to be liable to the Subscriber for any shortcoming attributable to him, then the Licensor shall cease to be liable by doing everything necessary to do to remedy this shortcoming within reasonable time immediately after receipt of a clear description of the alleged shortcoming. If the Licensor does not choose this option, or fails, the liability of the Licensor to the Subscriber is in any case limited to the direct damage demonstrated by the Subscriber and this up to a maximum of the fee paid by the Subscriber during the 6 months prior to the date of notification of the damaging fact.

Article 10. Payment

10.1 The fee for the use of Jurisquare will be invoiced annually by the Licensor, or by the authorized reseller of the Jurisquare product, from which the Subscriber has purchased the license. The first invoice will be sent to the Subscriber together with or shortly after the delivery of the login and passwords. The fee referred to in this Article does not include the fee due for obtaining the right to use Books and which, unless expressly agreed otherwise, is charged once at the time the Subscriber wishes to acquire such right of use.

10.2 The licensor has the right to adjust the price for the granted license for the Jurisquare platform annually, for the coming year. If such adjustment involves an increase of more than 20% of the last price used, the Subscriber may give notice of cancellation of this Agreement within 15 days from the date of notification of the new price. The Agreement is terminated at the earliest 3 days after this notice is given by the Subscriber.

10.3 The payment of the invoices is made without discount and within thirty days after the invoice date at the registered office of the Licensor or at the registered office of the authorized reseller.

10.4 Except after notification in accordance with Article 10.2 by the Subscriber, the invoices for the use of Jurisquare are payable notwithstanding any argument of the Subscriber.

10.5 In the event of late payment, the Subscriber will automatically and without prior notice of default be liable to pay interest of 10% per annum from the due date of the invoice until the date of full payment, as well as a fixed compensation equal to 10% of the principal amount of the invoice.

Article 11. Duration and termination

11.1 This Agreement is entered into for an indefinite period of time, but with a minimum fixed term of one year.

11.2 Each party has the right to terminate this Agreement, each time on the anniversary of the Agreement and subject to a prior notice period of three months, whereby notice is given by registered letter.

11.3 The Licensor has the right to terminate this Agreement by registered letter without notice of default, without prior judicial intervention and without the possibility of a posteriori review of the expediency of the termination, if the Licensor determines that the Subscriber, which is considered equivalent to one or more Users, performs or has performed acts that violate Articles 2.5, 3.2, 4.2 and 7.1 to 7.4 of this Agreement. The Licensor also has the right to terminate this Agreement by registered letter without prior judicial intervention and without the possibility of a posteriori review of the expediency of the termination if the Subscriber, after a registered notice of default - specifying a period of remedy of at least 15 days, fails to pay the invoices for the use of Jurisquare.

11.4 The right to terminate as set out in Article 11.3 of this Agreement exists without prejudice to the possibility to claim compensation for damages resulting from the shortcoming(s) involved.

Article 12. Effects of termination

12.1 The right of use or license granted to Subscriber shall immediately terminate upon termination of this Agreement, without any obligation on the Licensor to specifically inform Subscriber of the concrete moment of unavailability of Jurisquare or the Sources included therein.

12.2 The Subscriber himself is responsible for the storage of his own data, which may also be included in Jurisquare. Data still present in Jurisquare at the time of termination will be deleted without any requirement for the Licensor to notify the Subscriber hereof.

Article 13. Permanent cessation of operations

In the event that the Licensor decides to permanently discontinue Jurisquare's operation, the Licensor shall be entitled to terminate the current agreement. In the event of such termination, Subscriber shall not be entitled to any compensation except for reimbursement of that part of the fee for the current year, pro rata temporis, for which Subscriber cannot use Jurisquare.

Article 14. General provisions

14.1 This Agreement is subject to Belgian law. For any dispute relating to the drafting, interpretation or implementation of the Agreement, which cannot be settled amicably, only the courts of the district of Brussels are competent, unless the Licensor wishes to submit the dispute to the local courts of the seat of the Subscriber, determined according to the Subscriber's address as specified for implementation of this Agreement.

14.2 If either party temporarily fails to invoke or exercise a right, this shall not constitute a waiver of that right.

14.3 The nullity of one or more of the provisions of the Agreement shall not result in the nullity of the entire Agreement.

14.4 Changes to this Agreement can only be made in writing and in mutual consultation by both parties, without prejudice to the possibility stipulated in Article 10.2.

14.5 Any appendices attached to this Agreement shall form an integral part thereof.

14.6 Notices shall be deemed to have been served:

• two days after the postmark date if sent by registered letter;
• two hours after dispatch by e-mail or fax and provided that the notification is sent no later than 5 p.m., whereby in the event of subsequent dispatch the notification shall be deemed to have been served at 8 a.m. the following Business Day;
• immediately on the moment they are delivered by courier.