1. Introduction 1. NannyML provides cloud and off-line services in respect of NannyML proprietary technology and software for monitoring of machine learning models allowing the relevant stakeholders of its customers in their interna decision making process. 2. The Terms and Conditions apply to and are integral part of the contractual relationship between, on the one hand, NannyML and, on the other, yourself as a Customer of NannyML in relation to any Service that NannyML provides. The Agreement can be made either In Writing or through a purchase or subscription by the Customer via the Website by means of the "NannyML" proprietary Platform or Software. The Terms and Conditions also apply by extension to any use that the Customer may make of the Website, whether or not the Customer purchases the Service. 3. The acceptance of the Terms and Conditions by Customer and his continuous compliance herewith is a necessary precondition to place any order with NannyML and a necessary condition for the performance of the Agreement by NannyML. By placing an order, but also by visiting the Website, the Customer declares to have read the Terms and Conditions and to accept them unconditionally in all their provisions. The Terms and Conditions shall be binding upon Customer, without prejudice to eventual contractual arrangements to the contrary expressly stipulated between Parties in the Agreement. In case of conflict between the Terms and Conditions and a Customer order or Customer’s terms and conditions, the Terms and Conditions shall prevail. 4. NannyML reserves the right to modify the Terms and Conditions in its reasonable discretion from time to time provided that it notifies them to Customer in accordance with article 18. Such modifications shall be deemed to be accepted by Customer provided that NannyML notifies them to Customer. Such modifications shall be deemed to be accepted by Customer unless he terminates the Agreement as provided by article 19.3. Continued use of the Service by Customer after the deadline indicated in article 19.3 shall constitute Customer’s acceptance of the modification. 5. Customer enters the Agreement on its own behalf as well as on behalf of its Representatives with whom Customer shall be jointly and severally liable towards NannyML for the performance of the Agreement. Customer undertakes and warrants that its Representatives shall at all times act in conformity with the Agreement and shall indemnify, defend and hold NannyML harmless from and against any damage, cost, claim, demand, lawsuit, cause of action or loss of any nature whatsoever, suffered or incurred by any of them, arising out of or in connection with a breach of the Agreement by such Representatives. Whenever the Agreement refers to “Customer” this term shall be deemed to include Customers Representatives. 2. License and License Restrictions 1. By the Agreement NannyML grants to Customer, and Customer accepts, the following License: (a) a non-exclusive, restricted, personal, non-transferable and a non-assignable license to enjoy the Service and/or to the Platform and the Website in accordance with the Agreement and (b) an exclusive, restricted, personal, non-transferable and a non-assignable license to use the Service results delivered in accordance with the Agreement, only for the purpose of Customers’ usual activities related to the management of its own business, including corporate and personnel matters. Customer shall not use the License, the Platform or the Service for any activity that is competing with NannyML’s services or products or is detrimental to the latter’s interests. Unless otherwise agreed upon by NannyML, the License is granted to Customer only and shall not be considered or construed to be granted to any third party, including Customer’s subsidiaries, holding companies or Representatives. Customer shall not transfer or sublicense the License to any person. 2. The Agreement does not grant and shall not be construed to grant to Customer any other right than the rights expressly granted by the Agreement. Any rights with respect to The Platform, the Website the Service and the Service results that are not expressly granted to Customer hereunder are reserved by NannyML. The License is granted subject to Customer’s continuous compliance with the Agreement, including timely payment of the License Fee (where applicable), failing which NannyML reserves the right to fully or partially terminate, deny or limit Customer’s access to the Product and/or to refuse, suspend, interrupt or terminate the License granted to Customer, without detriment to NannyML’s rights hereunder and its right to claim compensation for losses, damages and costs it incurred. 3. With respect to the Service, the Customer shall not (attempt to) do the following and shall not assist any third party in doing the same by any means: (i) copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, translate, adapt, alter or distribute all or any portion of the Service in any form or media; or (ii) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make available the Service to any party, or (iii) access the Service or any part thereof for purposes of monitoring the availability, the performance or the functionality of the Service, nor for any benchmarking or competitive purposes; or (iv) translate, modify, adapt, alter, reverse compile or reverse engineer, decompile, disassemble or otherwise reduce to human-perceivable form all or any part of the Service; or (v) reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of the Service or disclose any of the foregoing; or (vi) create internet “links” to the Service or any part thereof or "frame" or "mirror" the Service or any part thereof on any server or wireless or Internet-based device; or (vii) access or use the Service or any part thereof to build a competitive product or service or a product or service using similar ideas, features, functions or graphics as the Service or any part thereof or to copy any ideas, features, functions or graphics of the Service or of any part thereof; or (viii) take any action that would cause the Service or any part thereof to fall in the public domain. NannyML reserves the right to use all technical means to verify that the Customer complies with these restrictions. 3. NannyML's Obligations in Relation to the Services 1. Subject to the terms and conditions of the Agreement, NannyML shall employ best efforts to provide the Service to Customer with reasonable skill and care and substantially in accordance with the Agreement and the Documentation. However, Customer recognizes that NannyML may interrupt the Service (in whole or in part) for maintenance work purposes, including both scheduled maintenance work and unscheduled work in the event of an emergency. 2. NannyML shall not have the obligation to (continue to) perform the Service in case of any (suspected) use of the Service by Customer contrary to the Agreement or NannyML's instructions, of modification or alteration of the Services by any party other than NannyML and shall be relieved of its obligations to perform the Agreement for the time that it is prevented from performing the Agreement as a result of any failure or delay by Customer to perform its obligations under the Agreement. If the Service does not comply with the Agreement, Customer's sole and exclusive remedy shall be, at NannyML’s discretion, the correction of the breach by NannyML or the provision of Customer by NannyML with an alternative means of accomplishing the desired performance. 3. The Customer accepts that all elements and functions of the Product may evolve over time and that NannyML has the right, at its own discretion, to remove, modify or add any elements and functions or any other content to the Service or the Platform, without any participation of or notification to the Customer and without the Customer being entitled to any compensation for this reason. NannyML however undertakes to inform the Customer in advance of any modification, suspension or discontinuation of the Product, if it has an impact on the Service provided to the Customer. 4. Customer's Obligations in Relation to the Service 1. Customer shall provide NannyML with all necessary co-operation and with access to all information as may be required by NannyML for the performance of the Agreement, shall maintain all necessary consents and permissions necessary for NannyML to perform the Agreement and shall perform its obligations under the Agreement in a timely and efficient manner, failing which NannyML may adjust any agreed timetable or delivery schedule as reasonably necessary. 2. Customer shall ensure that its network, file and web transfer protocols and message structures and any other systems, as may be used in relation to the Service or the Platform, comply with the required specifications as they may be provided by NannyML from time to time and shall be solely responsible for procuring and maintaining the network and telecommunications connections between its IT- environment and the Platform and for all loss or damage due to events such as delays and delivery failures related to the said connections. 3. Customer shall abide by all applicable local, state, national and foreign laws, treaties and regulations with respect to its activities under the Agreement, including those related to data privacy, international communications and the transmission of technical or personal data. 4. Customer shall not (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws or facilitate any illegal activity, (ii) send or store unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, racially, discriminatory or ethnically offensive, infringing, threatening, libelous, sexually explicit or otherwise unlawful or tortuous material, including material that is harmful to children or that violates third party privacy rights; (iii) access, store, distribute or transmit material containing software viruses, worms, Trojan horses or other harmful computer codes, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of (any part of) the Product or of the data contained therein and (v) attempt to gain unauthorized access to the Product or its related systems or networks. In such events NannyML reserves the right, without prejudice to its right to claim compensation for losses, damages and costs effectively suffered, to disable all Customer's access to the Product without prior notification. 5. Customer shall prevent any unauthorized access to or use of the Service, the Service results, the Account, including the associated passwords or log-in details, and shall promptly notify NannyML of such use as well as of any other breach of security with respect to the Account, the Platform or the Services known to or suspected by Customer. Customer shall be responsible and liable for all activity occurring under the Account. Customer represents and warrants that each of his representatives, employees or any other person acting on his behalf, including the person that Customer shall appoint for the purposes of the Agreement, as his a single point of contact responsible for the management of the Account, shall at all time fully comply with the Agreement and shall indemnify, defend and hold NannyML, harmless from and against any damage, cost, claim, demand, lawsuit, cause of action or loss of any nature whatsoever, suffered or incurred by any of them, arising out of or in connection with the infringement of this representation and warranty. 5. The Offer and Product Information The Customer is free to consult the Website and make use of it to take note of the Products offered, without any obligation to purchase. In order to allow the Customer to place an order in a considered manner, NannyML's offers always contain, to the best of its ability, within the limits of technological possibilities and in accordance with the best current market standards, the most complete and accurate information relating to the essential characteristics of the Products. NannyML is not liable for any compensation on account of obvious errors in the provided product information. invoicing. 6. Data and Data Use 1. It is understood that the (performance of the) Agreement does result and shall not be construed to result in any change in the ownership of data. Except for the rights obtained under the License, Customer shall not obtain as a result of the Agreement any claim of ownership or any proprietary rights in the NannyML Data he collects, obtains, retrieves or otherwise captures as a result of the Service. NannyML shall not obtain as a result of the Agreement any claim of ownership or any proprietary rights in the Customer Data it collects, obtains, retrieves or otherwise captures in relation to the Service. Customer shall retain the ownership of Customer Data that qualifies as Confidential Information and NannyML shall retain the ownership of all NannyML Data. 2. Customer shall be responsible and liable for the accuracy, quality, integrity, legality, reliability, accuracy, appropriateness and compliance with any third party Intellectual Property Rights of all Customer Data and warrants and represents that it shall obtain prior to the communication of Customer Data to NannyML any and all required third party authorizations and fulfil any and all required legal conditions and industry standards that must be obtained or fulfilled for the processing, storage, transfer and in general, any use, of Customer Data under the Agreement. 7. Website 1. NannyML only has a best-efforts obligation with regard to access to the Website, the ordering process and the delivery or the Products. NannyML does not guarantee the proper, uninterrupted or error-free operation of the Website, nor does it guarantee that this operation will be free of damage, corruption, attacks, viruses or manipulations. The Customer is aware of the need to have an appropriate IT infrastructure and to create backups in order to guarantee the operation of his IT infrastructure. 2. The information on the Website is of a general nature. The information is not adapted to personal or specific circumstances of the Customer and can therefore not be considered as personal, professional or legal advice to the user. 3. NannyML makes every effort to ensure that the information made available on the Website is complete, correct, accurate and up to date. Despite these efforts, inaccuracies may occur in the information provided. If the provided information contains inaccuracies or if certain information is (un)available on or via the Website, NannyML will make every effort to rectify this as soon as possible. If Customer discovers any inaccuracies in the information made available through the Website, he can contact the Website administrator. 4. The Website may contain hyperlinks to websites or pages of third parties or refer to them indirectly. NannyML expressly declares that it has no control over the content or other characteristics of such websites or pages and does not endorse them. Said hyperlinks do not imply and shall not be construed as an approval of the content of the websites or pages to which they refer and NannyML shall in no event be liable for their content. 8. Third-party Interactions 1. Customer recognizes that both the provision and the use of the Service require the use of the internet and of means of electronic communication and may require the availability and use of certain ancillary software, hardware or services provided by third parties. NannyML shall not be liable for any delays or failures resulting from the use of the internet and of means of electronic communication nor for the (continuous or interrupted) availability of the said software, hardware and services. NannyML may cease, interrupt or suspend the Service, without Customer having any right to refund, credit or other compensation, if the third-party software, hardware or services on which the Service is dependent are no longer available, suspended, interrupted or do not present, in NannyML’s discretion, the required level of security. 2. Customer also recognizes that the provision of the said third-party software, hardware or services may be dependent on Customer’s agreement with third party’s licenses and authorizations subject to terms and conditions of that third party. Such third-party licenses and authorizations do not fall under NannyML’s responsibility. NannyML does not warrant that third parties shall grant such license to Customer. If required for the use of the Service, Customer shall obtain such third-party licenses and authorizations and shall fully comply with them at its own cost. Customer shall indemnify, defend and hold NannyML and its Representatives harmless from and against any damage, cost, claim, demand, lawsuit, cause of action or loss of any nature whatsoever, suffered or incurred by any of them, arising out of or in connection with the infringement by Customer of any third-party license or authorization. 3. NannyML shall use best endeavors to preserve the stability of the Service APIs. Customer however acknowledges that external changes (including, but not limited to, regulations, standards, technology, third party software) may require NannyML to bring modifications to the available APIs. NannyML reserves the right to adapt the Service APIs at its sole discretion, and Customer accepts this right. Customer accepts and agrees to implement the integration within [...] after being required to do so. NannyML shall not be held liable, neither contractually nor extra-contractually, for discontinuing the maintenance of an older API version, three months after communicating any changes on the older version. 9. Warranties It is understood that NannyML's performance of the Service is an obligation of means and that (any part of) the Service, including any information which might be provided via the Service, is provided on an “as is” basis. Customer acknowledges and agrees that the Service and the Service results shall not constitute and shall not be construed to constitute as legal, commercial or managerial advice or any other type of advice by NannyML to Customer. Customer shall use and interpret the Service and the Service results at its own risk and responsibility, may draw any conclusions from the Service results in its discretion and acknowledges and agrees that (i) he must not rely on the information provided via the Service and Service results as an alternative to legal, commercial or managerial advice or any other type of advice from other professional legal services providers, (ii) he should never delay seeking such advice, disregard such advice, or commence or discontinue any (legal) action because of information provided via the Service and the Service results. Except as expressly provided herein or in the Agreement, NannyML hereby disclaims all conditions, representations and warranties, whether express, implied, statutory or otherwise, to the maximum extent permitted by applicable law. Without limiting the foregoing, as such and among others (i) the Service and the Service result, and in general any service, good or information are provided by NannyML without any warranties or representations, express or implied, including, without limitation, warranties of merchantability or fitness for a particular purpose, performance, non-infringement, timeliness, reliability, availability, accuracy, quality or completeness of the Service, of the Platform or of the Website or of any Data provided under the Agreement; (ii) NannyML does not warrant that the Service shall be uninterrupted, error-free or that it shall meet Customer’s or any other party’s specific needs, nor that a service, good or information provided by NannyML under the Agreement shall be free from viruses, harmful components, errors or defects (nor that the said shall be corrected), nor that the Service, the Platform or the Website shall operate in combination with any other service, software, hardware, system or data and (iii) NannyML shall have no liability for the (in)correctness of any data provided to it, used by it or provided by it under the Agreement and shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any data. 10. Liability Each Party shall indemnify and hold the other Party harmless from and against any and all claims, costs, damages, losses, liabilities and expenses arising out of or in connection with the former’s breach of the Agreement of the applicable law or of third-party rights. Without limiting the foregoing, Customer shall indemnify and hold NannyML harmless from and against any and all claims, costs, damages, losses, liabilities and expenses arising out of or in connection with (i) any use by Customer of (any part of) the Service or the Service results, including unintended, improper or illegal use or use contrary to the Agreement, (ii) any claim brought by a third party against NannyML as a result of the use of Customer data, (iii) any consequences of the use by Customer of any hardware or software not provided by NannyML. If a third-party claim is brought against Customer for reason of infringement of that party’s right as a result of infringement by NannyML of the Agreement, NannyML shall defend and hold Customer harmless against the said claim if Customer notified the claim In Writing to NannyML not later than thirty (30) days after the receipt thereof setting forth in detail the circumstances of the claim and accompanied by a copy of all the received documents. To the extent permitted under the applicable law, NannyML shall in no event be liable for any incidental, special, punitive or consequential damages (including loss of profit and loss of business) incurred by Customer or by any other party in connection with the Agreement or for any work interruptions, damage to or loss of programs, data, equipment or software. NannyML’s liability for breach of the Agreement shall at all times be limited to the amount equal to the License Fee paid by Customer under the Agreement in the period of twelve (12) months immediately preceding the breach. 11. Intellectual Property Except as explicitly provided herein, the Agreement does not intend and shall not bring or be construed to bring any change to the propriety of or licenses to any Intellectual Property Rights of NannyML. Customer shall not, as a result of the Agreement, be entitled to any claim with regard to any Intellectual Property Rights to which, prior to the signing of the Agreement, it was not entitled. NannyML is and remains the exclusive owner of all Intellectual Property Rights that underlie or are incorporated, included or used in (any element of) the Website, the Platform or the Service including, nut not limited to, all components of the Website and the Service, such as the visual and sound elements, the technology and source codes used, the information, logos, icons, digital downloads, calculations, plans, software, images, brands, models, slogans, graphic charters, advertisements, images, user interfaces, audio and video files, editorial content, scripts and software, contained on the Website or in the Service. Whenever the Agreement awards to Customer certain rights or licenses to NannyML’s Intellectual Property Rights or if the purpose of the Agreement requires such rights or licenses, it is understood that they are awarded to Customer under the License limitations and that Customer's rights in relation to NannyML’s Intellectual Property Rights are at all times restricted to the extent that they are incorporated in the Service or the Service results under the terms and conditions set forth herein. Without limiting the scope of the other provisions of the Agreement and without prejudice to Customer’s right to use the Service results under the License as set forth herein for Customer Operations, Customer shall not, without prior written authorization of NannyML, copy, modify, make derivative works based on, disassemble, decompile, reverse engineer or translate anything that is protected by NannyML's Intellectual Property Rights nor remove, modify or obliterate any trademark, logo, name, notice, identifying number or coding applied to the Service provided by NannyML under the Agreement. 12. Confidentiality. 1. A Party receiving Confidential Information (herein the “Receiving Party”) from the other Party (herein the “Disclosing Party”) shall, and shall provide that any of its employees, agents, users, directors and any other person acting on its behalf, use the Confidential Information for the sole purposes of the performance of the Agreement and shall maintain it in strictest confidentiality. In particular, without prejudice to the above and unless otherwise expressly authorized In Writing by the Disclosing Party, the Receiving Party shall: (a) not to copy, reproduce, or record the Confidential Information, except as strictly necessary for the purposes of the execution of the Agreement, (b) not publish, disclose and/or communicate the Confidential Information to any third person and (c) in order to protect the Confidential Information from unauthorized access, maintain security measures that are at least as protective as those adopted by it to protect its own confidential information. Notwithstanding the foregoing, the Receiving Party may disclose the Confidential Information to its employees, agents, users and directors to the extent that they need to know such information for the performance of the Agreement on condition that they are bound by confidentiality obligations at least as protective as those provided for in the Agreement. 2. Confidential Information shall not include information of which the Receiving Party can prove that it (a) was publicly available at the time it is communicated to the Receiving Party, (b) after disclosure to the Receiving Party became public through no fault of the Receiving Party, (c) was in its possession at the time of its communication or (d) was received from a third party not bound by an obligation of confidentiality. 3. If the applicable law or an order issued by a judicial or administrative authority or by another competent authority requires the Receiving Party to disclose Confidential Information, the Receiving Party shall (a) promptly provide the Disclosing Party with notice of this requirement, so that the latter may take protection measures to protect the secrecy of the Confidential Information or resort to other remedies and (b) disclose only that part of the Confidential Information that is must do by the law or by the lawful order. 4. The Receiving Party shall promptly return to the Disclosing Party any support or document containing Confidential Information upon explicit request of the latter at any time. If the return of the Confidential Information to the Disclosing Party is not possible, the Receiving Party shall immediately destroy and/or delete the Confidential Information by providing the Disclosing Party with written proof of the destruction and/or deletion, no later than five (5) days from the latter’s request for restitution. 5. The abovementioned obligation of confidentiality will remain in effect as long as the Confidential Information does not become public for reasons other than failure of the Receiving Party to comply with the Agreement, with a maximum of five (5) full and consecutive years from the date of termination or expiry of the Agreement. 13. Force Majeure NannyML may not be held liable for a total or partial breach of its contractual obligations if and to the extent that the breach is due to force majeure or an event equivalent to force majeure, including, but not limited to, computer viruses, system breakdowns and technical breakdowns and defects in the computer infrastructure that would occur at NannyML, the intrusion of unauthorized persons, a total or partial interruption of the means of communication, natural disasters, pandemics, fire, and any other event that should be qualified as force majeure in accordance with the applicable law. In the event that NannyML becomes aware of force majeure or of an event assimilated to force majeure which would render the execution of the Agreement impossible, NannyML undertakes to inform Customer accordingly. In the event that the situation of force majeure continues for more than thirty (30) consecutive days, NannyML will be entitled to unilaterally terminate the Agreement In Writing, subject, where appropriate, to the obligation to repay to Customer the part of the License Fee already paid by Customer for the undelivered Service, without Customer being entitled to any compensation. 14. Term and Termination 1. The Agreement enters into force on the date and shall remain in force for the period agreed between the Parties. NannyML may terminate the Agreement by giving to the other Party a 2 months’ prior written notice by registered letter sent to Customer. 2. Without prejudice to NannyML’s right to compensation for losses, damages and costs suffered and without prejudice to other provisions of the Agreement, NannyML may terminate the Agreement at any time without any compensation being due to Customer if Customer: (i) fails to observe or breaches any of its material covenants, agreements or obligations under the Agreement in any material respect, provided that such breach continues for a period of thirty (30) days after receipt by Customer of notice of default specifying the nature of the breach and requesting to cure it; or (ii) makes any assignment for the benefit of creditors or files a petition in bankruptcy or is adjudged bankrupt or becomes insolvent or generally unable to pay its debts when due or is placed in the hands of a receiver or if the equivalent of any such proceedings occurs, provided that such termination is not contrary to legal provisions of public order applicable to Customer; or (iii) fails to maintain any authorization, license or permit of any nature that is required under the Agreement or by law to execute the Agreement as a result of which Customer is no longer authorized to receive the Service or execute the whole or a part of its obligations under the Agreement; or (iv) commits a serious breach of the Agreement, being understood the breaches to the following obligations constitute such breach: unauthorized use by Customer of the Service, the Platform or the Website, Customer’s breach of obligations in relation to the use of the Service or the Account; non-payment of the License Fee and breach of NannyML’s Intellectual Property Rights. 3. If the Customer does not agree with a modification of the Terms and Conditions as provided by article 1.5, Customer’s sole remedy shall be to terminate the Agreement on the condition that it notifies the termination to NannyML vat the latest within thirty (30) days from the date on which the modification was notified to him by NannyML. 4. Any provision of the Agreement expressly or implicitly intended to survive its termination or expiry, whatever the cause, shall survive as provided and the termination or expiry shall not affect any obligation to pay any amount due under the Agreement whilst it was in effect. Upon termination or the expiry of the Agreement, whatever the reason (i) all rights and licenses granted by NannyML under the Agreement shall immediately terminate, (ii) Customer shall within five (5) Business Days, at NannyML’s option, (a) return to NannyML all latter’s Confidential Information and Documentation and all copies and embodiments thereof as well as all copies of the Documentation and related information supplied to or provided to Customer that is in Customer’s possession or (b) destroy the same and certify that it has done so, failing which NannyML shall be entitled to recover possession from Customer of all copies of the said information and Documentation from the Customer of third parties at Customer’s costs, (iii) NannyML shall have no obligation to maintain, forward or return to Customer any data and may remove and/or discard any Customer Data unless NannyML receives, no later than 10 (ten) Business Days after the effective date of the termination or expiry of the Agreement, a written request for the delivery to Customer of the then most recent backup of Customer Data, provided that Customer has, at that time, paid all amounts outstanding at or resulting from termination or expiry of the Agreement (whether or not due at the date of termination or expiry), against payment by Customer of reasonable expenses incurred by NannyML in returning of Customer Data and (iv) each Party shall promptly return and make no further use of any equipment and tokens (and all copies of them) belonging to the other Party. 15. Miscellaneous Notices NannyML may give any notice to Customer by means of a general notice through the Platform or by email or registered mail to Customer’s (email) address that is on record in NannyML's account information. Such notice shall be deemed to have been given upon the expiration of forty- eight (48) hours after sending if made through the NannyML platform or by registered mail and of twelve (12) hours if sent by email. Customer may give notice to NannyML (such notice shall be deemed given when received by NannyML) by registered letter sent through nationally recognized overnight delivery service. Severability If any provision of the Agreement is invalid or unenforceable, this shall not affect the remaining provisions thereof which shall remain in effect. The invalid or unenforceable provision shall be deemed to be replaced by an alternative valid and enforceable provision that is as closely in line with the Parties’ original intent as allowed under the applicable law. Entire Agreement The Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding the subject matter including, but not limited to, any prior non-disclosure or confidentiality agreement. No amendment of the Agreement is binding unless executed In Writing and signed by duly authorized representatives of the Parties. Non-agency At all times during the term of the Agreement, Customer shall act as an independent party and neither the execution of the Agreement nor the performance thereof shall be construed to constitute, for any purpose, an agency relationship between the Parties, nor a relation of legal representation in the name of or on behalf of either Party nor a joint venture or a partnership. No Party shall have the right to act in the name or on behalf of the other Party, without latter’s prior written consent. No Waiver The election of any one or more remedies by either Party shall not constitute a waiver by such Party of the right to pursue any other available remedies. No failure by either Party to exercise and no delay by either Party in exercising (in whole or in part), any right in relation to the Agreement shall operate as a waiver of any such right. Assignment Customer shall not assign or otherwise transfer the Agreement in whole or in part or any of its rights and obligations under the Agreement without prior written consent of NannyML. The Agreement shall be binding on and inure to the benefit of the Parties and their respective successors and permitted assigns. Governing Law and Dispute Resolution The Agreement shall be governed by and construed under the laws of Belgium. All disputes in connection with the existence, validity, construction, performance, non-performance, breach or termination of the Agreement (or any terms thereof) that are not settled amicably shall be settled exclusively by the courts of Brussels, Belgium. 16. Definitions The following capitalized terms have been used in the Terms and Conditions with the following meaning: “Account” means an account created in the Platform giving access to the Platform, the Software or the Service; “Additional Service” means the additional services, not included in the License, offered by NannyML, such as auditing of the compatibility of Customer’s IT-environment or data with the Service, rendering Customer’s IT- environment compatible with the Service, installation of the Software or training; “Agreement" means the contractual relationship between NannyML and Customer, consisting of Terms and Condition and other documents which may be executed by the Parties in writing; “Confidential Information” means all materials, know-how or other information including, but not limited to, proprietary information and materials regarding a Party's technology, products (including formulas), business information or objectives, including all Intellectual Property Rights, which is designated as confidential In Writing by the providing Party or which is the type that is customarily considered to be confidential information by persons engaged in similar activities. Confidential Information includes, without limitation, any information, document, design, model, pattern, data or knowledge, receipt, also patentable or already filed as patent application but still not published, as well as any information regarding the Products, of any nature, including technical, economic, commercial or administrative, disclosed in any form (including paper, electronic or oral form).; “Customer Data” means any data, information or material in relation to the Customer regardless of its form or the medium in which it is comprised provided to NannyML by Customer, as the case may be, the Data submitted through or uploaded or stored by Customer in the Platform under the Agreement; “Customer Operations” means Customer’s usual business and operational activities; “NannyML Dataˮ means any data, other than Customer Data; “Documentation” means NannyML’s then-current manuals and technical materials, in such medium as NannyML elects, that are provided by NannyML to Customer under the Agreement for the purpose of the installation and/or use of the Software or the Service; “Intellectual Property Rights” means, without limitation, and in particular with regard to the NannyML proprietary technology, the Website, the Software, the Service or the Product, all rights throughout the world in the nature of intellectual property rights including copyright, trademark, service marks, trade and business names, domain names, goodwill, registered designs, patents, database rights, topography rights and rights in know-how and trade secrets, whether registered or unregistered and including applications for the grant of any of the foregoing and all rights or forms of protection having equivalent or similar effect to any of the foregoing as may now exist or hereafter come into existence; Intellectual Property Rights shall also include the Know-How; “In Writing” means executed in writing and signed by the party(ies) concerned or on its (their) behalf by its (their) respective duly authorized representative(s); “Know-Howˮ means, in particular with regard to with regard to the NannyML technology, the Website, the Software, the Service or the Products, all technical and processing data, information, specifications, and knowledge of an intellectual or industrial nature, concerning products and/or services, including but not limited to specifications, manufacturing instructions, quality control procedures and other like data; “License" means the license granted by NannyML to Customer as defined in article 2 for use of the Software, the Platform, the Service or the Service Results; “License Fee” shall have the meaning as given in Article 14; “NannyML” NannyML NV, a limited liability company under Belgian law, with registered office at 3010 Leuven (Belgium), Diestsesteenweg 50, box 202 and company number 0745.522.501 “Party” and “Parties” means NannyML or Contractor individually, and respectively NannyML and Contractor collectively; “Platform” means the platform proprietary to and hosted by NannyML through which the Service is provided as well as the Software; “Product” means the Platform, the Website and the Service jointly; “Representative” means, with respect to a Party, its directors, officers, employees, agents, franchisees, advisors, counsellors, auditors, accountants or lawyers, its Affiliates and its Affiliate’s directors, officers, employees, agents, franchisees, advisors, counsellors or auditor; “Service” means the services provided by NannyML to Customer under the License, as developed, operated, and maintained by NannyML through the Platform and accessible through the Software; the Service shall also include the Additional Service, if agreed; “Service Result” means any document, data or information generated by Customer through the Platform as a result of the Service; “Software” means the front-end software (in both source and object code form) and any associated user interfaces and related technology that NannyML makes available under the License for the purpose of accessing the Platform and the Services; Software shall include without limitation all modules, applications, routines and sub routines thereof and all source and other preparatory materials relating thereto, including but not limited to user requirements, functional specifications and programming specifications, ideas, principles, algorithms, flow charts, logic, logic diagrams, orthographic representations, file structures, coding sheets, coding and including any relevant manuals or other documentation and computer generated works and any other written, pictorial or graphic materials; “Terms and Conditions” means the present standard terms and conditions of NannyML; “Website” means the website [...] developed, operated and maintained by NannyML or on any other website or application through which the Service is offered.