Floorplanner Terms and Conditions

FLOORPLANNER.COM will provide Customer Floorplanner and related services which are part of the subscription and services selected by Customer in the (online) ‘Floorplanner Subscription and Services Agreement’ form. The aforementioned and other professional services including the applicable rates (including Credits) are specified in the (online) ‘Floorplanner subscription and product specifications’ (as published on www.floorplanner.com) and/or in (industry specific) brochures. In case of differences, the pricing and rates as mentioned in the ‘Floorplanner Subscription and Services Agreement’ form takes precedence over those mentioned in the (online) ‘Floorplanner subscription and product specifications’ (as published on www.floorplanner.com) and/or in (industry specific) brochures.

FLOORPLANNER.COM hereby grants to Customer in consideration of the fees as specified in the ‘Floorplanner Subscription and Services Agreement’ form and/or Floorplanner the (online) Floorplanner subscription and product specifications and subject to the terms and conditions of the Agreement a non-exclusive, non transferable license for the term of the Agreement to use Floorplanner (including databases and content) and related services

Subject to the terms and conditions of the Agreement, Customer grants to FLOORPLANNER.COM solely in connection with Customer Projects and related services of FLOORPLANNER.COM for Customer under this Agreement for the term of the Agreement a non-exclusive, non-transferrable license to use (a) the trademarks, service marks, trade name and logos and materials of Customer (including related images, 3D Models. and other information as provided by Customer), and (b) the Customer Projects (including related images and other information as created by Customer) and materials (collectively, the “Customer Materials”).

If, on written request of Customer, FLOORPLANNER.COM includes any Customer Materials for use in the functionality of the public Floorplanner branded websites and databases as operated by FLOORPLANNER.COM (‘www.floorplanner.com’, ‘www.roomstyler.com’ and other domains of FLOORPLANNER.COM), then, subject to the terms and conditions of the Agreement, Customer grants to FLOORPLANNER.COM a perpetual, non-exclusive, non- transferrable license to use the Customer Materials on such FLOORPLANNER.COM websites and databases solely in the form provided by Customer.

If needed and part of the subscription FLOORPLANNER.COM shall provide Customer for integration purposes of Floorplanner the ‘API Keys’ which shall permit Customer to access Floorplanner and associated services. The ‘API Keys’ are the property of FLOORPLANNER.COM and may be immediately revoked or terminated by FLOORPLANNER.COM if Customer share the same with any third party other than third parties engaged by Customer to provide services, if compromised by a third party, or if Customer’s use or access of Floorplanner and associated services is not expressly permitted under this Agreement.

FLOORPLANNER.COM is entitled to amend and change the technical functionality and specifications of Floorplanner and related services as part of product and services improvement. These amendments will not limit the technical functionality and services as provided to Customer before.

The Agreement shall commence on the Effective Date and shall continue for a period as specified in the ‘Floorplanner Subscription and Services Agreement’ form. After the initial period , the term of the Agreement shall be tacitly extended for a period equal to the initial term unless (i) Customer terminates the Agreement upon thirty (30) days’ prior notice to FLOORPLANNER.COM, or (ii) FLOORPLANNER.COM terminates the Agreement upon sixty (60) days’ prior notice to Customer.

Either Party may terminate the Agreement, effective immediately upon written notice to the Other Party without liability to the other Party if (a) the Other Party breaches any material obligation related to the Agreement and does not cure such breach within thirty (30) days after receiving written notice thereof or (b) a receiver or trustee of the assets of the other Party is appointed or the other Party suspends business, makes a general assignment of its assets for the benefit of its creditors, or becomes insolvent.

Upon termination of the Agreement for any reason, any undisputed amounts owed to FLOORPLANNER.COM under the Agreement before such termination will be immediately due and payable.

Expiration or termination of the Agreement shall not modify or alter any rights or obligations of the parties which accrued prior to the expiration or termination. The rights, limitations and obligations of the following Articles shall survive the expiration or termination of the Agreement: Clause 3.4, Clause 5 (Property Rights), Clause 6 (Confidentiality), Clause 7 (Warranties), Clause 8 (Limitation of Liability, Indemnity), Clause 9 (Governing Law, Competent Court), and Clause 11 (General Provisions).

FLOORPLANNER.COM will charge and Customer shall pay the applicable fees for the Floorplanner subscription, additional Floorplanner services above the subscription entitlement, 3D Modelling Services, and other professional services as specified in the ‘Floorplanner Subscription and Services Agreement’ form and/or (online) ‘Floorplanner subscription and productspecifications’ and/or in (industry specific) brochures.

The Floorplanner subscription fee will be invoiced upfront on a monthly or yearly basis starting on the Effective Date. FLOORPLANNER.COM has the right to ask for upfront paymentbefore the commencement of Floorplanner services.

Floorplanner services are charged in Credits as specified in the (online) Floorplanner subscription and product specifications and/or in (industry specific) brochures. Customer is entitled to exchange Credits for Floorplanner services against the number of Credits as applicable for the specific Floorplanner service(s). Customer has no right of refund for Credits included in the subscription or additional Credits purchased by Customer. Credits included in the subscription have a validity of two (2) years. Credits purchased by Customer with an Enterprise account in a 'Credit Bundle’(S, M, L XL, XXL) have a validity offive (5) years.

'Fair use' applies to exports of Projects for 2D and 3D rendering.'Fair use' is based on the average use (number of exports of a Project for 2D and 3D rendering) by type of subscription and Project level (SD, HD, 4K, etc.). In case of deviations from this 'Fair Use' principle in the number of exports of Projects for 2D and 3D rendering by a Customer, FLOORPLANNER.COM has the right to limit the use thereof by the Customer (temporarily and/or in number of exports).

FLOORPLANNER.COM has the right to adjust the applicable (subscription) fees (and other prices and rates) once a year (normally as of January 1) taking the improvements and/or added functionalities of Floorplanner and the increase of the consumer prices index into account.

FLOORPLANNER.COM will invoice Customer for the subscription fee and/or Credit bundles in electronic format by sending an invoice notice email to Customer or as otherwise specified in the ‘Floorplanner Subscription and Services Agreement’ form. Invoices are published in the ‘Profile’ page of Customer under ‘Invoices’.

All payments shall be due within thirty (30) days after the date of Customer’s receipt of the invoice notice by email and payment will be done through the online payment options as provided on the website(s) of FLOORPLANNER.COM or by wire transfer in the currency and to the account as specified in the invoice.

All fees and amounts mentioned in this Agreement are exclusive of value added tax, which shall be added to the Customer’s invoice(s) at the appropriate rate. Customer is solely responsible for providing the correct VAT-number to FLOORPLANNER.COM.

Title to and ownership of Floorplanner, Floorplanner databases, Floorplanner website(s), and Floorplanner content (in each case, excluding all Customer Materials therein), and all other rights in patents, copyrights, know-how and trade secrets in Floorplanner, Floorplanner databases, Floorplanner website(s), and Floorplanner content (collectively, the “Floorplanner IP”), in whole or in part shall not transfer to Customer and shall remain with FLOORPLANNER.COM and its suppliers. FLOORPLANNER.COM and its suppliers reserve all rights not expressly granted to Customer in the Agreement, and the license granted to Customer herein shall in no event be construed as conferring a license to, or rights in, any FLOORPLANNER.COM patent or any other intellectual property right owned by FLOORPLANNER.COM.

All intellectual property rights in and relating to the Customer Projects and Customer Materials are and shall be owned exclusively by Customer. Customer shall exclusively own all right, title and interest in and to any work product, creative works, materials and intellectual property, and all tangible forms thereof, created hereunder or delivered to Customer under this Agreement, whether by FLOORPLANNER.COM, any subcontractor or otherwise, including without limitation, all geometric files for each 3D Model created for Customer, as well as all variations and materials related thereto (collectively, the “Work Product”). FLOORPLANNER.COM hereby assigns to Customer all right, title and interest in and to such Work Product.

Each party (as “Receiving Party”) shall keep strictly confidential and shall not disclose, or use for any purpose other than the fulfilment of its obligations under this Agreement, any of the other party’s (as “Disclosing Party”) Confidential Information (as defined below), including: the Agreement; any and all technical and commercial information; market plans and strategies; customer and vendor lists; financial information; and any other proprietary or non-public information (collectively, the “Confidential Information”). The Confidential Information shall exclude information that: (a) at the time of disclosure to the Receiving Party, is in the public domain; (b) after disclosure to the Receiving Party, becomes part of the public domain, by publication or otherwise through no fault of the Receiving Party or its agents, subcontractors, or representatives; (c) the Receiving Party can show by written documentation was in its possession at the time of the disclosure and had not been acquired, directly or indirectly, from the Disclosing Party; or (d) is later furnished or made known to the Receiving Party by third parties as a matter of right and without restriction on disclosure. If the Receiving Party is required by law to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party shall provide the Disclosing Party with prompt notice of such request(s) so that the Disclosing Party may seek confidential treatment for such information. In the event that such protective order or other remedy is not obtained, or that the Disclosing Party grants a waiver hereunder, the Receiving Party may furnish only that portion of the Disclosing Party’s Confidential Information that it is legally required to disclose and shall seek confidential treatment for such disclosed information. Upon and as requested by the Disclosing Party, the Receiving Party shall promptly return or destroy all Confidential Information of the Disclosing Party, and certify in writing that it has done so.

Customer understands and agrees that FLOORPLANNER.COM products and services are not error or "bug" free. FLOORPLANNER.COM warrants for Customer’s benefit alone that, during the term of this Agreement, Floorplanner and Floorplanner services will perform substantially in accordance with the Agreement, their associated documentation and materials provided or made available to Customer describing Floorplanner and the Floorplanner services. FLOORPLANNER.COM does not warrant that Floorplanner services will be error-free in all circumstances. In the event any error is discovered, Customer shall use its commercially reasonable efforts to provide FLOORPLANNER.COM with sufficient detail to allow FLOORPLANNER.COM to reproduce the error, and FLOORPLANNER.COM shall respond to and remediate such error in accordance with the terms of the ‘Service Levels’ annex.

FLOORPLANNER.COM warrants that the 3D Modelling Services and other professional services will be performed in a professional, workmanlike and skilful manner by qualified personnel. If Customer reports a breach of this warranty within thirty (30) days after performance of the defective professional services, Customer’s sole and exclusive remedy shall be to require FLOORPLANNER.COM to correct the defective 3D Modelling Services or other professional services, at no additional cost.

Other than specified in annex ‘Service Levels’ FLOORPLANNER.COM makes no guarantees with respect to the availability or uptime of Floorplanner services. FLOORPLANNER.COM will at all times endeavour to keep any service interruption to a minimum.

FLOORPLANNER.COM represents, warrants and covenants to Customer that: (i) it is authorized to enter into and perform its obligations under this Agreement; (ii) the rights and licenses granted under this Agreement do not and shall not conflict with any other agreement to which FLOORPLANNER.COM is bound; (iii) Floorplanner will be fit for the purposes set forth in the Agreement or reasonably inferred therefrom.

Each Party agrees that the other Party shall not be liable for indirect or consequential damages, whether in contract, tort or otherwise, arising in connection with the Agreement, the provision of services or the use of FLOORPLANNER.COM products by Customer and/or end users. Under no circumstances shall either Party’s cumulative liability to the other Party arising out of or related to the Agreement, whether in contract, tort or otherwise, exceed the amount of the fees paid or payable to FLOORPLANNER.COM for the six (6) month period preceding the event giving rise to the claim with a maximum of 5,000 EUR.

The limitations of liability as mentioned under article 8.1 shall not apply to: (i) claims declared justified on the basis of legislation which cannot be lawfully superseded; (ii) liability for death or personal injury; (iii) claims resulting from a Party’s negligence and/or willful misconduct; and (iv) claims resulting from a Party’s breach of its confidentiality obligations under Section 6.

Customer shall defend, indemnify and hold FLOORPLANNER.COM, its affiliates, employees, officers, and directors harmless against any loss or damage, cost or expense (including reasonable attorney’s fees) incurred as a result of claims, suits or proceedings (“Claims”) brought against FLOORPLANNER.COM by a third party contending that the use of the Customer Materials provided by (or on behalf of) Customer, when used as approved by Customer hereunder, infringe any patent, copyright, trade secret or intellectual property rights of a third party.

FLOORPLANNER.COM shall defend, indemnify and hold Customer, its affiliates, employees, officers, and directors harmless against any loss or damage, cost or expense (including reasonable attorney’s fees) arising or resulting from any Claims brought against Customer by a third party: contending that services provided by FLOORPLANNER.COM hereunder or the Floorplanner IP, when used as approved by FLOORPLANNER.COM hereunder, infringe any patent, copyright, trade secret or intellectual property rights of a third party.

The indemnified party shall promptly report each Claim to the indemnifying party, provided that failure to do so shall not relieve the indemnifying party of its obligations under this Section 8, unless the indemnifying party was prejudiced by such delay or failure. The indemnified party shall reasonably cooperate in the defence of any Claim. The indemnified party shall have the right to participate in the defence or settlement of any Claim with counsel of its own choosing, at its own expense.

If a dispute arises related to the construction, validity or performance of the Agreement, FLOORPLANNER.COM and Customer shall first attempt to amicably resolve any disputes which may arise under or relate to the Agreement.

This Agreement is governed by and construed in accordance with the law of the Netherlands, without giving effect to any otherwise applicable rules concerning conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

The parties agree that the court of Rotterdam, the Netherlands shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

Unless otherwise agreed to in writing, neither Party shall assign or transfer its rights or obligations under this Agreement without the other Party’s prior written consent (such consent not to be unreasonably withheld or delayed), except that each Party shall be permitted to assign and transfer its rights and obligations under this Agreement to an affiliate of that Party. Notwithstanding the foregoing, each Party shall be permitted to assign and transfer this Agreement to any successor to all or substantially all of its business to which this Agreement relates.

Each Party will appoint a commercial contact and a technical/operational contact.

The applicability of other general or specific terms and conditions of Customer is expressly rejected by FLOORPLANNER.COM. Stipulations which differ from the Agreement shall apply only as far as they have been explicitly agreed upon in writing by authorized representatives of both parties and included in an annex to this Agreement.

If any term, provision, or portion thereof, of the Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions or portions thereof shall not be affected and continue in full force and effect. The Parties shall replace such void and unenforceable provision with a valid and enforceable provision. This provision shall be as consistent as possible with the intent of the Parties as initially expressed.

FLOORPLANNER.COM is entitled to periodically update, amend and change the Floorplanner Terms and Conditions. The amended version will be published on the FLOORPLANNER.COM website before the date of entry into force.

The Agreement is the final, complete and exclusive statement of the agreement between the Parties and it supersedes all prior proposals and agreements, oral and written, and all other communications between the Parties relating to the Agreement. This Agreement contains all of the Parties’ rights and remedies pursuant to this Agreement.

Taking Clause 11.4 into account the Agreement may not be otherwise amended or modified except in a writing (digitally) signed by both Parties.

FLOORPLANNER.COM will provide Free User Floorplanner and related services which are part of the free use subscription and services as described on the Floorplanner website (www.floorplanner.com).

Clauses 1, 2.2, 3.4, 5, 7.1, 9, 10 and 11 are applicable on free use subscription and services. On subscriptions and services provided by FLOORPLANNER.COM against a fee, Clause 1 to 11 are applicable.

Free User grants to FLOORPLANNER.COM a perpetual, non- exclusive, transferrable license to publish, change amend, and use any floorplans created by User under the free use subscription with Floorplanner (including the right for FLOORPLANNER.COM to sublicense any designs created by User).

Free use is provided for the term during which free use subcriptions of Floorplanner and related services are made available to the general public by FLOORPLANNER.COM.

FLOORPLANNER.COM may terminate the free use subscription at any moment with due observance of a reasonable notice period without liability to the Free User.

Since a free use subscription of Floorplanner is made available free of charge to Free User, each Party agrees that the other Party shall not be liable for any direct, indirect or consequential damages, whether in contract, tort or otherwise, arising in connection with the free use subscription.