LAST UPDATED: OCTOBER 2024
VERSION 5.0

LICENSE AGREEMENT
IMPORTANT - READ CAREFULLY: This End User License Agreement (the “Agreement”) applies to
the WALTER Framework (the “Software”). This Software is the security software that you
(the “Customer”, as hereinafter defined) will incorporate into one or more products that
you will make available to End Users. By downloading and using the Software you agree to
be bound by the terms of this Agreement, which is a legal agreement between you as the
Customer and the Licensor of the Software. If you do not agree with the terms of this
Agreement, the Licensor cannot and does not license the Software to you. In such event,
you must refrain to use or install the Software, as you will violate the Licensor’s
Intellectual Property Rights.

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

TERM & DEFINITION
“Agreement” This License Agreement.

“Customer” A person that concludes a commercial agreement with the Licensor to obtain a
license to incorporate the Software into the software and applications it develops and
may make available to the public.
“End User” A person authorized pursuant to this Agreement to install and/or use a
Product.

“End User Agreement” The commercial agreement between a Customer and an End User.

“Feedback” Ideas, suggestions, or proposals about the Software that the Customer or End
User communicates to the Licensor.

“Intellectual Property Rights” All registered and unregistered intellectual property
rights, industrial rights and other related rights, including but not limited to patents,
copyrights, neighbouring rights, design rights, trademarks, trade names, database rights,
domain names, rights to (source and object code, architecture, structure or preparatory
design material of) software or computer programs, trade secrets, rights to goodwill, the
right to sue for infringement of such Intellectual Property Rights or for unfair
competition, and any other similar or equivalent rights that exist now or in the future
in all parts of the world.

“License Fee” The fee payable by the Customer to the Licensor in accordance with Article
11 of the Agreement for the rights which Licensor grants to Customer by this Agreement
with respect to the Software.

“Licensor” VESNX SA, a public limited company having its office at 29 Bd Grande-Duchesse
Charlotte, 1331 Luxembourg, Luxembourg and registered with the RCS under company number
B218421 acting in the capacity of agent for the owners of the Intellectual Property
Rights, Walter Verhoeven and Lambert Snellinx.

“Product” Software (applications), whether or not incorporated into a hardware product,
developed in whole or in part by the Customer, in which Customer incorporates the
Software.

“Software” Licensor’s walter.Web.FireWall.UserAgent.dll binary in its compiled, and 
decompiled form as well as any other artifacts included in NuGet Package 
https://www.nuget.org/packages/Walter.Web.FireWall.UserAgent/. or dependencies listed 
under https://www.nuget.org/profiles/aspwaf


2. APPLICABILITY
2.1. This Agreement shall govern the downloading, the installation, the process and the
use of the Software by the Customer. The general terms and conditions of the Customer are
not applicable and are therefore explicitly excluded, even if such general terms and
conditions would contain a similar clause.

2.2. Pursuant to the terms of this Agreement and subject to the timely payment of het
License Fee a license on the Software is granted to the Customer to embed the Software
into its Products, made available to End Users.

2.3. This Agreement and its annexes and addenda, which form an integral part of this
Agreement, constitute the entire agreement between Licensor and Customer relating to the
Software and supersede all prior oral and written negotiations and agreements. Licensor
may unilaterally modify the Agreement. Any amendment is only valid for the future.
Licensor will transmit the amended Agreement one (1) month before it comes into force to
the Customer who then has the right to terminate the Agreement free of charge before the
amendment comes into force. In the absence of timely termination, the Customer shall be
deemed to have accepted the amended Agreement.

2.4. The Licensor has the right to determine different or new terms for downloading and
using new versions of the Software. These conditions will be submitted to the Customer
for notification and approval at the time he wishes to download the new version of the
Software. It is the Customer's responsibility to read and accept the accompanying terms
and conditions when downloading and using each new version of the Software.


3. LICENSE
3.1. Subject to the terms and conditions of this Agreement, the Licensor grants to the
Customer, who accepts, a personal, non-exclusive, non-assignable, temporary, revocable,
and non-transferable license to use the Software in accordance with the terms and
conditions of this Agreement. This licence may not be assigned, transferred,
subcontracted, or sublicensed. Per exception to the foregoing, the Licensor grants to the
Customer the right to use the Software, in a compiled form embedded into its own Product,
and to provide this Product to End Users on the conditions imposed by this Agreement.

3.2. The Licensor may choose to provide, at any given time and its own discretion,
documentation containing “the” or “further” specifications for operation and use of the
Software. If so, the Customer is required to use the Software in accordance with this
documentation. Failure to observe this requirement invalidates any legal obligations that
the Licensor may have towards the Customer in relation to the Software. The Customer
accepts and understands that Customer will be liable for any breach of this Article 3.2
in accordance with Article 9.1 of this Agreement. This documentation, if applicable, will
be provided, wholly or in part, (i) attached to this Agreement, (ii) via the Licensor’s
website www.vesnx.com, (iii) in combination with the Software, or (iv) any other
agreement, document, support, whatsoever decided by the Licensor.

3.3. The Customer is responsible for ensuring compatible, market compliant IT
infrastructure (hardware, software, network connections and telecommunication links)
necessary to enable proper use of the Software.

3.4. The Licensor reserves the right to make, at any given time and at its own
discretion, changes, and updates to the functionality and/or documentation of the
Software from time to time without prior notification to the Customer. The Customer
agrees and accepts to be bound by these changes and updates for further use of the
Software. However, the Licensor is not obligated to provide updates, upgrades or new
versions (as stated in Article 10.4 of this Agreement).

3.5. The Software will be used solely and exclusively by the Customer, who will use the
Software in accordance with the terms of the Agreement. Any other use of the Software,
including resale of the Software in whole or of derivative modifications or extensions of
the Software, is expressly prohibited and shall amount to a violation of the Licensor’s
Intellectual Property Rights.

3.6. The Customer will not have the right to (i) use the Software in whole or part for
any purpose, other than as provided herein; (ii) decompile, disassemble, reverse engineer
or similar activity aimed at (attempting) to reconstruct, identify or discover any
(faults in the) source code, architecture, underlying ideas, underlying user interface
techniques or algorithms of the Software by any means whatsoever, or disclose any of the
foregoing. This prohibition includes, but is not limited to, security research,
vulnerability testing, and any activities intended to identify flaws, weaknesses, or
bypass mechanisms within the Software. Any activities perceived as security research,
will be treated as attempts to gain unauthorized access to the Licensor’s Intellectual
Property Rights.; (iii) use the Software in any way that is unlawful, illegal, fraudulent
or harmful; (iv) use the Software in connection with any unlawful, illegal, fraudulent or
harmful purpose or activity; or (v) continuing to use the Software after the termination
of this Agreement or cancellation of the license. These prohibitions also extend to any
third-party contractors, agents, or sub-licensees acting on behalf of the Customer.
This Article 3.6 only applies to the extent permitted by the applicable law.

3.7. The Customer understands that the Licensor may detect the Customer’s Internet access
location, without obligation, and may use techniques intended to block or restrict access
from a jurisdiction where participation in the Software is illegal or restricted.

3.8. The Customer understands and accepts that the license terms imposed upon the
Customer in Articles 3.2, 3.3, 3.6 and 3.7 of this Agreement also apply to End-Users. The
Customer understands and accepts that the Customer is obliged to impose the same
obligations and grant the same rights to the End User in the End User Agreement. The
Customer understands and accepts to remain liable vis-à-vis the Licensor for End User’s
compliance with these terms in accordance with Article 9.1 of this Agreement.

4. INTELLECTUAL PROPERTY RIGHTS
4.1. The Licensor and its suppliers retain all Intellectual Property Rights, title, and
interest in and to the Software, including but not limited to its schemes, technologies,
codes, background IP, and foreground IP. All rights in and to the Software are explicitly
reserved by the Licensor or its licensors. No license is granted to the Customer except
for the use of the Software as expressly stated in the provisions of this Agreement.

4.2. The Licensor may include the copyright notice “Copyright (c) 2024 VESNX SA” in all
copies or substantial portions of the Software. This notice may never be removed from the
Software. The absence of such notification will not mean that the creation is not
protected by an Intellectual Property Right. Also in such cases, the provisions of this
Article 4 remain applicable. The Licensor’s name, logo and/or product names associated
with the Software may not be used in any other way by the Customer without the Licensor's
prior written consent.

4.3. The Customer has no obligation to provide the Licensor with Feedback. However, if
the Customer submits Feedback to the Licensor, the Customer grants to the Licensor a
non-exclusive, worldwide, royalty-free license that is sub-licensable and transferable,
to use the Feedback in any manner without any obligation or restriction based on
Intellectual Property Rights or otherwise.

4.4. If, contrary to the Agreement, the Customer nevertheless proceeds to modify the
Software, of which the result is protected by Intellectual Property Rights, the Customer
shall automatically and integrally transfer such Intellectual Property Rights, pursuant
to this Agreement, to Licensor. If necessary, the Customer shall cooperate with any
required or useful formalities necessary to effect the transfer and/or make it opposable
to third parties.

4.5. The Customer understands and accepts that the terms imposed upon the Customer in
this Article 4 also apply to End-Users. The Customer understands and accepts that the
Customer is obliged to impose the same obligations and grant the same rights to the End
User in the End User Agreement. The Customer understands and to remain liable vis-à-vis
the Licensor for End User’s compliance with these terms in accordance with Article 9.1 of
this Agreement.


5. VULNERABILITY REPORTING
5.1. If the Customer inadvertently discovers a potential security flaw, they must notify
the Licensor immediately in writing and refrain from further testing or disclosure. The
Customer agrees not to disclose, share, communicate to third parties or make public any
security flaw or vulnerability share or any security findings without the prior written
consent of the Licensor. The Such issues shall remain confidential until the Licensor has
had a reasonable opportunity to investigate and, if necessary, implement a fix or patch
for the identified issue The Licensor will determine the appropriate response and whether
any disclosure is necessary.
If the Customer identifies a security flaw, vulnerability, or any other issue that could
potentially compromise the Software’s security or the security of any systems using the
Software, they must promptly inform the Licensor in writing. Notification must be sent to
security@vesnx.com and must include a detailed description of the vulnerability, its
potential impact, and any steps taken to reproduce the issue.
The Customer acknowledges that the Licensor requires a reasonable time frame to analyse,
develop, and distribute any necessary updates or patches to address reported security
flaws. The Customer agrees to provide the Licensor with at least ninety (90) days from
the date of written notification to remediate the issue before disclosing it publicly.
The obligations of this Article 5.1 do not apply to good faith reporting to government
regulators or as otherwise required by law, provided that the Customer provides advance
notice to the Licensor and takes reasonable steps to minimize disclosure.

5.2. Any security flaws, vulnerabilities, or unauthorized access discovered by the
Customer do not grant any rights, licenses, or permissions to access, use, or modify the
Software’s source code, structure, or any other aspect of the Licensor’s Intellectual
Property Rights and may give rise to automatic transfer as set forth in Article 4.4 of
this Agreement.

5.3. Any unauthorized disclosure or failure to follow the reporting and remediation
process outlined in this section will be considered a violation of Article 3.6 of this
Agreement and therefore a material breach of this Agreement that may result in the
suspension or termination of the license, as well as any applicable legal remedies.

5.4. The Customer understands and accepts that the terms imposed upon the Customer in
this Article 5 of this Agreement also apply to End Users. The Customer understands and
accepts that the Customer is obliged to impose the same obligations and grant the same
rights to the End User in the End User Agreement. The Customer further agrees to notify
its End Users that failure to comply with these terms may result in termination of their
access rights and potential legal action. The Customer understands and to remain liable
vis-à-vis the Licensor for End User’s compliance with these terms in accordance with
Article 9.1 of this Agreement.


6. TERM AND TERMINATION
6.1. The Software license granted under the terms of this Agreement by the Licensor to
the Customer and the End User is provided on an annual basis. In order to provide
uninterrupted service, Licensor automatically renews all paid subscriptions on the
expiration date. By continuing to use the Software, the Customer acknowledges and accepts
the automatic renewal described above.

6.2. In all cases, if the Customer does not wish to have their license automatically
renewed, they may terminate this Agreement upon at least thirty (30) days’ notice prior
to the renewal date of the applicable subscription by sending an email to [e-mail
address] . The Customer agrees to pay any outstanding balance in full within thirty (30)
days of cancellation or termination of this Agreement. After this notice period of thirty
(30) days, the Customer and End User will be no longer able to use the Software.

6.3. Licensor may terminate this Agreement and may suspend or terminate all or part of
Customer’s and End User’s access to the Software, at any time, with thirty (30) days’
notice and without being due any compensation.

6.4. In addition, the Licensor shall have the right to terminate the Agreement without
giving any reason and without being due any compensation upon at least thirty (30) days’
notice. After this notice period of thirty (30) days, the Licensor has no obligation to
support any version of the Software as set forth in Article 10.4 of this Agreement. Any
use of the Software after the expiry of the thirty (30) days’ notice period will be at
Customer's own risk.

6.5. Licensor may terminate this Agreement and may suspend or terminate all or part of
Customers’ and End User’s access to and use of the Software, at any time, without notice
and without being due any compensation, if Licensor believes, in its sole discretion, (i)
that the Customer or End User has violated or may violate any term or provision of this
Agreement (including timely payment of the License Fee; (ii) if Customer fails to include
imposed terms in the End User Agreement; (iii) if Licensor believes it is required by
law; and (iv) if Licensor deems it necessary to preserve and guarantee the security of
its own IT environment (including servers), that of its developers, Customers, End
User(s) or any other third party or otherwise.

6.6. The license granted under the terms of this Agreement by the Licensor to the
Customer and the End User will automatically expire when this Agreement is terminated or
expires. The Customer and End User will then no longer have access to the Software. Upon
termination or expiration of the Agreement for any reason, any outstanding balance,
including a True-up Fee, which will be determined after a true-up review at that time,
will be due in full by the Customer to the Licensor. The Customer acknowledges that the
Licensor will not be liable to the End User or any third party for any termination of End
User’s access to the Software.

6.7. The provisions of Articles 3.5, 3.6, 3.7, 4.2, 9.1, 10.4, 10.9, 10.11, 11,14.1 and
14.2 will survive any termination of this Agreement.


7. PROCESSING OF PERSONAL DATA
7.1. Licensor values the Customer’s and End User’s right to privacy and makes every
effort to protect his/her personal data in accordance with the applicable data protection
legislation, including the General Data Protection Regulation (EU) 2016/679 (“GDPR”).

7.2. Licensor may collect the following personal data about the Customer and End User
insofar as this information is relevant for the purposes for which it is needed.
Customer End User
Identification and contact information Personal identification data: name, surname,
e-mail address, geographical information, if applicable: company name and number Personal
identification data: e-mail address, geographical information
Electronic identification data: information collected via cookies (read our Cookie
policy) Electronic identification data: information collected via cookies (read our
Cookie policy)
Financial information Bank account number
Financial transactions: amounts that Customer has paid, overview of the payments, etc.
Information related to the use of the Software Information about the use of the Software:
used version of the Software, date of first use, date of last use, user activity logs,
statistics of the use. Information about the use of the Software: used version of the
Software, date of first use, date of last use, user activity logs, statistics of the use.
Server information: Name of the server on which the Software is used, IP address of the
server, device names. Server information: Name of the server on which the Software is
used, IP address of the server, device names.
Other environment variables related to the use of the Software and the compliance with
this Agreement.
The Customer shall not remove or disable any mechanisms within the Software that enable
the collection of such data.

7.3. Licensor uses these data for following purposes:
- For developer management;
- To offer and improve its services;
- For collecting the License Fee;
- For the management of (invoice) disputes and claims;
- For the handling of Feedback, inquiries, and complaints;

7.4. The legal grounds applicable to these processing activities are:
- For the processing of personal data for the delivery of the Software , for the
collecting of the License Fee, or to provide the Customer with certain information with
respect to the Software, Licensor relies upon the necessity for the performance of a
contract;
- in all other cases, the processing of Customer’s personal data is based on Licensor’s
legitimate interests (i.e., the interest of contacting prospects and possible developers,
of informing consumers of Licensor’s offering and to promote Licensor’s business in
general, both online and offline, of improving its services, etc.).

7.5. The Customer’s and End User’s personal data will not be stored for longer than is
necessary in relation to the purposes for which Licensor processes them (as listed
above). Afterwards it is still possible that they can be found in Licensor’s back-ups or
archives, but they will no longer be actively processed in a file.
More specifically, the following retention guidelines are applied by Licensor:
- personal data included in accounting, financial or other official documents will be
retained for as long as such documents legally need to be kept;
- personal data required for the execution and follow-up of a contractual relationship
will be kept for the entire duration of that relationship and for ten (10) years
following termination thereof;
- personal data obtained in the context of Feedback will be deleted (or anonymized) as
soon as the complaint is closed;
- for any data collected via cookies, Licensor refers to its Cookie Policy which can be
found here.

Only where Licensor is legally obliged to, or where this is necessary for defending its
interests in the context of judicial proceedings (e.g., in case of a dispute), Licensor
will store the personal data for longer periods.
More information on the retention periods is available upon simple request.
Personal data will not be loaned or sold to third parties for marketing purposes without
your prior explicit consent.

7.6. Licensor will implement the necessary administrative, technical, and organizational
measures for ensuring a level of security appropriate to the specific risks that it has
identified.
Licensor protects the Customer’s and End User’s personal data against destruction, loss,
alteration, unauthorized disclosure of or access to personal data transmitted, stored, or
otherwise processed.
Further, Licensor seeks to ensure that it keeps the Customer’s and End User’s personal
data accurate and up to date. In view thereof, Licensor kindly requests the Customer or
End User to inform Licensor of any changes to his/her personal data (such as a change in
contact details).
Where possible or required, collected data will be encrypted, anonymized or
pseudonymized. Any sensitive data, including email addresses and compliance-related
information, will be double encrypted before being stored in the encrypted database.
Licensor adheres to industry-standard encryption methods to protect data at rest and
during transmission, ensuring compliance with applicable data protection regulations.
More information on Licensor’s protection measures is available upon simple request.

7.7. Within the limits defined by articles 15-22 of the GDPR, the Customer and End User
have the following legal rights with respect to his/her personal data:
- Right of access: the right to obtain confirmation from Licensor as to whether or not it
is processing his/her personal data, to obtain access to that personal data and how and
why the data are processed, as well as to receive a copy of that data.
- Right to rectification: the right to obtain a rectification of his/her personal data or
to request that Licensor completes his/her personal data if the Customer or End User
notices that Licensor is processing incorrect or incomplete data about the Customer or
End User.
- Right to erasure (“right to be forgotten”): the right to obtain data erasure in certain
specific cases.
- Right to restriction of processing: the right to have the processing of his/her
personal data restricted in certain specific cases.
- Right to data portability: the right to obtain the personal data that it has provided
to Licensor, in a structured, common, and machine-readable form, and to transfer those
personal data (or have them transferred) to another data controller.
- Right to object: the right to object to the processing of his/her personal data on the
basis of Licensor’s legitimate interest for reasons relating to the Customer’s or End
User’s specific situation.
-
The Customer or End User can exercise the aforementioned rights by sending an e-mail to
privacy@vesnx.com or by writing to Licensor at:
VESNX SA
29 Boulevard Grande-Duchesse Charlotte
1331 Luxembourg
Luxembourg

The exercise of these rights is in principle free of charge. Only where requests are
manifestly unfounded or excessive Licensor may charge a reasonable fee.
Licensor aims to respond to the Customer’s or End User’s requests or questions as quickly
as possible. Licensor might request proof of identity in advance in order to double-check
the request.
If the Customer is a resident of the EU, he/she can find more information and advice on
the above rights via his/her national Data Protection Authority (DPA). In addition, the
Customer also has the right at any time to lodge a complaint with his/her DPA in
connection with the processing of his/her personal data by the Licensor.

7.8. The Customer agrees and accepts that Customer has the obligation to notify End Users
of the entire privacy statement in this Article 7. The Customer agrees to include such
notice (in the same or at least similar wording) in the End User Agreement. The
Customer’s failure to provide such notice shall not limit the Licensor’s right to collect
such data or take enforcement actions under this Agreement.


8. TECHNICAL DATA
8.1. The Licensor reserves the right to collect and use technical data such as […] and
related information. This information will not be collected and used is in a form that
personally identifies the Customer or End User. This technical information will be used
to improve Licensor’s products or to provide services or technologies to the Customer.

8.2. Licensor may share technical and usage data with its affiliates, agents, and service
providers solely for the purpose of improving the Software or enforcing this Agreement.

8.3. Licensor adheres to industry-standard and will protect the technical information to
the best of its capabilities.


9. INDEMNIFICATION

9.1. THE CUSTOMER AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE LICENSOR (AND ITS
OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS) FROM AND AGAINST ANY END USER OR OTHER THIRD
PARTY CLAIMS, ACTIONS OR DEMANDS (INCLUDING, WITHOUT LIMITATION, COSTS, DAMAGES AND
REASONABLE LEGAL AND ACCOUNTING FEES) WHICH RESULT FROM ANY CUSTOMER’S OR END USER’S
INFRINGEMENT OF (I) THIS AGREEMENT, (II) ANY LAW OR REGULATION, OR (III) THE RIGHTS OF
ANY THIRD PARTY (INCLUDING INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS).


10. WARRANTIES, DISCLAIMERS AND LIMITATIONS
10.1. THE CUSTOMER GUARANTEES AND WARRANTS TO HAVE THE LEGAL CAPACITY TO ENTER INTO THIS
AGREEMENT.

10.2. THE CUSTOMER GUARANTEES AND WARRANTS TO ABIDE BY AND RESPECT THE TERMS AND
CONDITIONS OF THIS AGREEMENT, AS WELL AS ANY DOCUMENTATION PROVIDED BY THE LICENSOR AS
STATED IN ARTICLE 3.2 OF THIS AGREEMENT.

10.3. THE SOFTWARE CONSISTS OF DIFFERENT PACKAGES WHICH MIGHT HAVE DEPENDENCIES WHETHER
OR NOT WITH THIRD PARTY SOFTWARE. THE CUSTOMER WARRANTS TO PURCHASE THE PACKAGES MARKED
TO BE DEPENDENT ON EACH OTHER. THE CUSTOMER ACCEPTS AND ACKNOWLEDGES THAT THE SOFTWARE
WILL OTHERWISE NOT WORK CORRECTLY. LICENSOR DOES NOT GRANT THE CUSTOMER LICENSED ACCES TO
SUCH THIRD-PARTY SOFTWARE. THE CUSTOMER IS RESPONSIBLE FOR ACCEPTANCE AND COMPLIANCE WITH
THESE THIRD-PARTY SOFTWARE TERMS OF USE.

10.4. THE LICENSOR DOES NOT REPRESENT OR WARRANT THAT IT WILL PROVIDE CONTINOUS UPDATES
TO THE SOFTWARE, THAT IT WILL CORRECT REPORTED ERRORS OR INCORPORATE FEEDBACK.

10.5. TO THE EXTENT PERMITTED BY LAW, THE LICENSOR EXPRESSLY DISCLAIMS 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.
OTHER THAN AS PROVIDED FOR IN THIS AGREEMENT, THE CUSTOMER ACCEPTS THE SOFTWARE "AS IS"
AND “AS AVAILABLE.” THE LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE FREE OF
ERRORS, NOR THAT FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET THE CUSTOMER’S
REQUIREMENTS NOR THAT THE OPERATION OF THE SOFTWARE WILL BE CORRECT. FURTHERMORE, THE
LICENSOR DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE ITSELF OR THE
RESULTS OF THE USE OF THE SOFTWARE IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR
OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE LICENSOR WILL CREATE A
WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. SHOULD THE SOFTWARE PROVE
DEFECTIVE IN THE END USER’S TECHNOLOGY ENVIRONMENT, HE/SHE ASSUMES THE ENTIRE COST OF ALL
NECESSARY SERVICING, REPAIR, OR CORRECTION TO THAT TECHNOLOGY ENVIRONMENT.

10.6. THE LICENSOR DOES NOT REPRESENT OR WARRANT THAT ITS INTELLECTUAL PROPERTY RIGHTS DO
NOT INFRINGE ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.

10.7. THE LINCESOR CAN IN NO WAY BE HELD LIABLE FOR DAMAGE CAUSED BY THIRD-PARTY
SOFTWARE, INCLUDING THE SOFTWARE OF THE CUSTOMER, NOR FOR ANY EDITS, MANIPULATIONS, OR
MODIFICATIONS TO LINCESOR'S SOFTWARE MADE BY THE CUSTOMER, THE END USER OR A THIRD PARTY.

10.8. IF THE CUSTOMER OR END USER DOES OR DID NOT USE THE SOFTWARE IN ACCORDANCE WITH THE
AGREEMENT, LICENSOR CAN IN NO WAY BE HELD LIABLE FOR ANY DAMAGE CAUSED BY (THE USE OF)
THE SOFTWARE.

10.9. TO THE EXTENT PERMITTED BY LAW, THE LICENSOR WILL NOT BE LIABLE TOWARDS THE
CUSTOMER OR END USER 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 THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY MISCALCULATIONS, OR THE
USE, MISUSE, OR INABILITY TO USE THE SOFTWARE, REGARDLESS OF THE CAUSE OF ACTION OR THE
THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, EVEN IF THE CUSTOMER HAS
BEEN NOTIFIED OF THE LIKELIHOOD OF SUCH DAMAGES.

10.10. THE LICENSOR SHALL NOT BE LIABLE FOR ANY DISPUTES, CLAIMS, OR DAMAGES, INCLUDING
REPUTATIONAL DAMAGE, ARISING BETWEEN THE CUSTOMER AND THE END USER AS A RESULT OF THE
ENFORCEMENT OF DIRECT LICENSING TERMS UNDER ARTICLE 11.6 OF THIS AGREEMENT. THE CUSTOMER
ACKNOWLEDGES AND AGREES THAT ANY CLAIMS MADE BY THE END USER AGAINST THE CUSTOMER,
INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT OR REPUTATIONAL HARM, ARE THE SOLE
RESPONSIBILITY OF THE CUSTOMER. THE CUSTOMER FURTHER AGREES THAT THE LICENSOR IS NOT
LIABLE FOR ANY CONSEQUENTIAL DAMAGES RESULTING FROM THE ENFORCEMENT OF THIS AGREEMENT.

10.11. TO THE EXTENT PERMITTED BY LAW, THE MAXIMUM LIABILITY IMPOSED ON THE LICENSOR
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION OR
THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL IN NO EVENT EXCEED
THE YEARLY LICENSE FEE DUE BY THE CUSTOMER UNDER THIS AGREEMENT.


11. PAYMENT
11.1. By downloading the Software, the Customer agrees to pay the License Fee for the
packages the Customer uses. The License Fee will consist of a base fee and an additional
fee per download by an End User. Depending on the packages the Customer downloads and the
amount of downloads by End Users, prices may vary. The current applicable prices can at
any time be consulted at https ://www.vesnx.com/en-US/products. Licensor may change the
fee structure at any time upon thirty (30) days’ notice. Customer can terminate this
Agreement without additional costs before the end of this thirty (30) day’s-period in
accordance with Article 6.2 of this Agreement.

11.2. The Customer will be billed the License Fee after a free trial of hundred-twenty
(120) days on a an annual recurring basis for using the Software. The Licensor reserves
the right to conduct a periodic "true-up" review to assess the actual usage and downloads
of the Software by the Customer and/or End User. If the actual usage of the Software
exceeds the licensed quantity or scope, the Customer agrees to pay Licensor for the
difference between the licensed usage and actual usage (“True-Up Fee”) based on the
then-current price list.

11.3. If Licensor does not receive the full amount of the License Fee or True-Up Fee
within fifteen (15) days of the date stated on the invoice, a late fee of one and
one-half percent (1.5%) per month may be added to the invoice. This invoice will also
become immediately due and payable. Any failure to honour charges or requests for payment
will result in immediate, without further notice, revocation of Customer’s (and
consequently End User’s) access to and use of the Software and may result in civil
claims. The Customer agrees to pay Licensor all reasonable attorneys’ fees and costs
Licensor incurs to collect any past due amounts.

11.4. Payment to the Licensor of the License Fee and True-Up Fee must be made using
payment methods that Licensor may approve from time to time. At this time, Licensor
requires payments to be made by credit card (Visa, Mastercard) or PayPal. Payments must
be made from a payment source on which the Customer is the named account holder. Except
where required by law, the License Fee and True Up Fee paid are non-refundable.

11.5. THE CUSTOMER AGREES THAT LICENSOR WILL NOT BE LIABLE FOR ANY LOSS CAUSED BY
UNAUTHORIZED USE OF A CREDIT CARD OR OTHER PAYMENT METHOD BY A THIRD PARTY IN CONNECTION
WITH THE SOFTWARE. THE CUSTOMER WAIVES THE RIGHT TO DISPUTE ANY PAYMENT MADE ON HIS/HER
ACCOUNT AND THE CUSTOMER WILL BEAR ALL COSTS.
In the event of suspected or fraudulent payment, including the use of stolen credentials,
by anyone, or any other fraudulent activity, Licensor reserves the right to block
Customer’s (and consequently End User’s) access to and use of the Software. Licensor has
the right to notify all relevant authorities or entities (including credit reporting
agencies) of payment fraud or other illegal activity and may engage collection services
to collect payments.

11.6. IF THE CUSTOMER FAILS TO PAY THE APPLICABLE LICENSE FEE OR TRUE-UP FEE, LICENSOR
RESERVES THE RIGHT TO LICENSE THE SOFTWARE DIRECTLY TO THE END USER AND CHARGE THE END
USER FOR THE CONTINUED USE OF THE SOFTWARE. THE CUSTOMER MUST INCLUDE THIS PROVISION IN
ITS END USER AGREEMENT TO ENSURE END USERS ARE AWARE OF THE POTENTIAL FOR DIRECT
LICENSING. THE END USER AGREES THAT, IN SUCH AN EVENT, THEIR CONTINUED USE OF THE
SOFTWARE WILL BE SUBJECT TO THE PAYMENT TERMS OUTLINED IN THIS AGREEMENT.

11.7 UNAUTHORIZED USE PENALTY CLAUSE (INCLUDING APPEALS PROCESS FOR REVENUE 
ESTIMATION) In the event of unauthorized use, distribution, or sublicensing of the 
Software without a valid license, the Customer (or unauthorized End User) shall be 
liable for damages as follows:

11.7.1. BASE LICENSE FEE: If no license agreement is specified online at the time of 
infringement, the following rates apply: (a) €1,500 per developer using or 
integrating the Software. (b) €1,500 per server (including build servers, development,
testing, and production environments). (c) €35 per CAL (Client Access License) per 
user that could access or interact with the integrated Software.

11.7.2. TRUE-UP FEE: A retroactive charge for excess usage beyond licensed limits, 
calculated as Actual cost of missing licenses + 1% of the company’s annual global 
revenue.

11.7.3. LATE FEES: A 1.5% per month late fee (compounded) applies from the earliest 
known instance of unauthorized use.

11.7.4. LEGAL & ENFORCEMENT COSTS: A minimum penalty of €50,000 per claim will be 
applied to cover investigation, attorney fees, and enforcement proceedings.

11.7.5. REVENUE-BASED PENALTY: (a) For companies with annual revenue exceeding 
€5 million → 3% of annual global gross revenue. (b) For companies with annual revenue
below €5 million → A minimum penalty of €250,000 or 3% of revenue 
(whichever is higher).

11.7.6. REPEAT VIOLATION PENALTY: If unauthorized use continues for more than 30 days
after written notice, the penalty increases to 5% of annual global revenue 
(or €500,000 minimum for smaller companies).

11.7.7 RETROACTIVE ENFORCEMENT:Penalties for unauthorized use may be backdated up to 
6 years from the date of discovery.

11.7.8. MANDATORY REVENUE DISCLOSURE & VERIFICATION:The Customer must provide accurate
financial disclosures regarding their global annual revenue within 15 days of receiving
an enforcement notice.

FAILURE TO PROVIDE VERIFIED REVENUE DOCUMENTATION ALLOWS THE LICENSOR TO:(a) Estimate 
revenue based on industry benchmarks, company size, or publicly available financial 
data. (b) Use third-party financial intelligence services for independent revenue 
estimation. (c) Apply an automatic claim of €5,000,000 or the highest penalty 
applicable under this clause, whichever is greater. (d) Issue an immediate invoice for
the estimated penalty amount, with standard late fees applied after 30 days.

11.7.9. APPEALS PROCESS FOR ESTIMATED REVENUE PENALTY: (a) The Customer must submit 
verified financial documents within 30 calendar days of receiving the penalty 
invoice. (b The Licensor will review the submission within 15 business days. (c) If the
provided documentation is: (c.1) Accepted → The penalty will be recalculated based on 
actual revenue.(c.2) Incomplete or unverifiable → The original estimated penalty 
stands. (c.3) Not provided within 30 days → The estimated penalty remains final and 
enforceable.

By failing to appeal within the 30-day window, the Customer waives all rights to dispute 
the estimated revenue penalty.

12. BREACH OF THE AGREEMENT
12.1. Any breach of a provision of this Agreement by the Customer can result in a
revocation of access to and use of the Software by the Customer and consequently by the
End Users, as well as civil and/or criminal proceedings to obtain injunctive relief.

13. FORCE MAJEURE

13.1. Parties shall not be held responsible for any failure to perform, late performance
or defective performance of its obligations under this Agreement if this is due to force
majeure or unforeseen circumstances beyond its reasonable control and not due to its
fault or negligence, such as, without limitation, fire, labour disputes, unannounced
labour strikes and lockouts, sabotage, war, floods, natural disasters, insurrection, …


14. MISCELLANEOUS

14.1. For European Customers - This Agreement shall exclusively be governed and construed
in accordance with the laws of Luxemburg. Any legal action or proceeding between the
Licensor and the Customer for any purpose (both on a contractual and non-contractual
basis) concerning this Agreement shall exclusively be brought in a court of competent
jurisdiction sitting in the judicial district of Luxemburg City, Luxemburg.

14.2. For Customers of other nationalities - This Agreement shall exclusively be governed
and construed in accordance with the laws of New York, including US federal law. Any
legal action or proceeding between the Licensor and the Customer for any purpose (both on
a contractual and non-contractual basis) concerning this Agreement shall exclusively be
brought in a court of competent jurisdiction sitting in the judicial district of New York

14.3. Any failure to exercise or delay in exercising any right under the Agreement by
Licensor, any single or partial exercise of any such right, or any partial reaction or
absence of reaction by a party in the event of violation by the other party of one or
more provisions of this Agreement shall not operate or be interpreted as a waiver (either
express or implied, in whole or in part) of any of that party’s rights under the
Agreement or under said provision(s) nor shall it preclude any further exercise of such
rights. Any waiver of a rights must be express and in writing.

14.4. The Licensor may assign its rights and duties under this Agreement, in whole or in
part, to any third party at any time without prior notice to the Customer. The Customer
may not assign this Agreement without the prior written consent of the Licensor, and any
assignment or transfer without such consent shall be deemed null and void.

14.5. Whenever possible, the provisions of the Agreement shall be interpreted in such a
way as to be valid and enforceable under applicable law. However, if one or more
provisions of this Agreement are found to be invalid, illegal, or unenforceable, in whole
or in part, the remainder of that provision and of this Agreement shall continue in full
force and effect as if such invalid, illegal or unenforceable provision had never been
contained herein. If any invalid, illegal or non-enforceable provision would be valid,
legal, or enforceable if some part of it were deleted or amended, such provision shall
apply with the minimum modification necessary to make it valid, legal, or enforceable.
Moreover, if the Parties decide to amend the invalid, illegal or unenforceable
provision(s), or any part thereof, and/or agree on a new provision embodies insofar as
possible the purpose of the invalid, illegal or unenforceable provision(s).

14.6. The provisions of this Agreement are for the benefit of the Licensor and its
officers, directors, employees, agents, licensors, assignees, heirs, successors, and
suppliers. Each of these individuals or entities will have the right to assert and
enforce those provisions directly against the Customer on its own behalf. This Agreement
is also for the benefit of, and binds, the Customer and its heirs, successors, legal
representatives and permitted assigns.

14.7. Any rights not expressly granted herein are reserved.

14.8. The Customer confirms to have agreed that this Agreement and all related documents
are drafted in English only and confirms to have legal standing and competence to engage
in this Agreement as set out above.