Below are the terms of the End User License Agreement (EULA) for the software of smart.box solutions V.O.F., a partnership with its statutory seat in Geldrop, located at Neerlandstraat 15 (5662 JA) Geldrop, Netherlands, hereinafter referred to as “smart.box.”

1. Definitions

• Bug: A demonstrable and reproducible deviation from the expected behavior of the software, provided the software is used in the correct IT environment.
• Confidential Information means all information disclosed by the disclosing Party in confidence, whether communicated in written or oral form, marked as proprietary or confidential, or otherwise identified as such, and/or any information that would reasonably be considered confidential or proprietary by a recipient based on its form, nature, content, or manner of transmission, including, but not limited to, the Software. Confidential Information also includes any information disclosed by a Party regarding a third party with whom the disclosing Party has a confidential relationship;
• Customer: The party receiving a license to use the software from smart.box, including affiliated companies, if applicable;
• EULA means this End User License Agreement, part of the general terms and conditions of smart.box;
• Initial License Fee: The initial amount paid by the Customer for an unlimited license to use the Software;
• License Period refers to the period for which the Customer has paid or is required to pay license fees for the use of the Software under this Agreement;
• Parties: smart.box and Customer.

2. Subject of the EULA: The EULA grants Users the right to use the Software during the License Period as agreed in the Software Agreement and subject to all further specifications provided in this EULA. This license is non-exclusive, non-transferable, and for internal use only by the Customer.
3. Price Adjustments: Prices may be increased once per year, up to a maximum of the ECB price index “Harmonized Index of Consumer Prices (HICP) for the eurozone,” as published by the European Central Bank. New prices will apply on the first day of the next full calendar month following the receipt of notification from smart.box regarding the new prices. In the event that smart.box releases a new version of its software, it reserves the right to offer new prices for the Software that may differ from the indexing mentioned in this section.
4. Payment: The License Fee will be invoiced at a frequency consistent with the Software Agreement.
5. The total liability of smart.box is limited to the Subscription Fee paid by the Customer for the use of the Software and Hardware for the current License Period in which the damage occurred, with a maximum of 1 year’s Annual Fee. Claims will be handed over to and processed by smart.box’s insurer.
6. Under no circumstances shall smart.box be liable for any loss of business profit, business interruption, loss of data, or inability to use data.
7. smart.box guarantees that the software operates in accordance with the application documentation and is free from any viruses or software intended to modify, damage, or render the software or IT environment unusable.
8. Further scope of the license: The customer is responsible for ensuring that the IT environment meets the requirements set by smart.box and has a properly functioning (wireless) network for the Software to operate.
9. The Customer shall use the Software solely for and within its own internal organization. The Customer shall not make the Software available to third parties in any manner or for any purpose, except as expressly stated in this EULA. Contractors and temporary workers are considered part of the internal organization. The Customer shall not use the Software for processing data on behalf of third parties. The Customer shall not allow anyone other than Named Users to use the access codes or any of the authorizations of Named Users.
10. The source code of the Software and documentation related to the Software, other than user manuals, will not be made available to the Customer.
11. Intellectual Property Rights: All intellectual property rights in the Software and its functionality, as well as all related documentation, are owned by smart.box. Therefore, the Customer may not use, modify, copy, or distribute the Software except as expressly stated herein. All rights not expressly granted herein are reserved by smart.box.
12. smart.box represents and warrants that it has the legal right to enter into this agreement and perform its obligations, and that the Customer’s use of the Software will not infringe upon the intellectual property rights of third-party applications.
13. Indemnification: smart.box will defend the Customer from and against any claim, lawsuit, or proceeding brought by a third party as a result of any infringement, or any claim that, if true, would constitute an infringement, of those third-party patents, copyrights, or trademarks, and will indemnify and hold the Customer harmless for any damages, costs, losses, or liabilities related to or arising from such a claim, lawsuit, or proceeding, under the following conditions.
14. smart.box will have no obligation to indemnify, defend, or hold the Customer harmless unless the Customer allows smart.box to control the defense and settlement. If there is a material, bona fide claim (or threat of a claim) of infringement or misappropriation of any patent, copyright, trademark, or other third-party rights concerning the Licensed Software, smart.box may, at its option, (i) acquire the right for the Customer to continue using the Software, (ii) replace or modify the Software so that it no longer infringes, or (iii) terminate this agreement and refund all fees paid for the Current License Period to the Customer.
15. (Corrective) Maintenance: Upon notification of a Bug by the Application Administrator that is not covered by the SLA, smart.box will make commercially reasonable efforts to repair it as soon as reasonably possible. The Application Administrator will provide smart.box with a detailed report and will, at smart.box’s request, demonstrate the Bug to smart.box.
16. smart.box will, at its own cost, resolve any Bugs discovered in the software. smart.box may, at its discretion, repair Bugs by means of a hotfix or service pack or through a workaround.
17. Confidentiality: The parties agree that when the receiving party receives Confidential Information from the disclosing party, the receiving party will keep it confidential and will not disclose or use this information except as permitted under the Agreement. The receiving party will treat the Confidential Information of the disclosing party as confidential in the same way as its own proprietary and/or confidential information, which shall not be less than a reasonable standard of care, and the receiving party will use the Confidential Information only for the purposes described in the Agreement. Confidential Information may be disclosed to the receiving party’s employees, agents, financial advisors, contractors, and lawyers on a “need-to-know” basis, and the receiving party will ensure that these individuals handle the Confidential Information in accordance with the terms of the Agreement.
18. The receiving party will treat the Confidential Information of the disclosing party as confidential in the same way as its own proprietary and/or confidential information, which shall not be less than a reasonable standard of care, and the receiving party will use the Confidential Information only for the purposes described in the Agreement. Confidential Information may be disclosed to the receiving party’s employees, agents, financial advisors, contractors, and lawyers on a “need-to-know” basis, and the receiving party will ensure that these individuals handle the Confidential Information in accordance with the terms of the Agreement.
19. The receiving party agrees to return or destroy all Confidential Information in its possession upon request by the disclosing party.
20. For the Software, the material terms of the Agreement, and the Confidential Information of smart.box explicitly designated in writing as eternally confidential, the obligations in this Section shall be perpetual and shall remain in effect even after termination. For all other Confidential Information, the obligations shall remain in effect for five (5) years from the date of the first disclosure.
21. Term and Termination: The Customer may terminate this agreement, provided the Customer observes the notice period agreed upon in the Software Agreement or the Project Service Agreement.
22. Either party is entitled to terminate the Agreement prematurely in any of the following cases:
    – if the other Party breaches its obligations under the Agreement and fails to remedy this breach within fourteen (14) days of receiving written notice of the breach; or
    – if the other Party is structurally unable to meet its obligations. In addition to other possible circumstances, this is deemed to be the case (i) in the event of bankruptcy, (ii) if the party is undergoing a dissolution process, or (iii) if a competent court of jurisdiction has determined that the party cannot fulfill its obligations.
    – in the event of a change of ownership/merger of smart.box with a company or legal entity that competes with the Customer’s business activities.
23. Termination of the Agreement for reasons not caused by smart.box does not relieve the Customer from its obligation to pay the License Fee or any other costs due for the License Period at the time of termination.
24. Governing Law and Jurisdiction: Any lawsuit, action, or proceeding arising out of or in connection with this Agreement shall be brought before the state of the Customer’s domicile.
25. In the event of litigation, action, or proceedings arising out of or in connection with this Agreement, the law of the country of the competent court shall apply.
26. Notices: All notices required or permitted under this agreement must be made in writing, with proof of receipt by the receiving party. For example, registered mail with return receipt, fax, or email with a clear individually written email response indicating that the email has been received by the receiving party. An automatic read receipt is insufficient.
27. Representation: The representative signing this EULA and any Software Agreement guarantees they are authorized to legally bind the Customer.
28. Entire Agreement: This agreement consists of the Software Agreement, this EULA, the Service Level Agreement (SLA), and any attachments to the Software Agreement. All other documents or terms are expressly excluded from this agreement and are not part of it.
29. No Relationship: This Agreement implies no other relationship between the parties than that expressly provided herein.