Terms and conditions
Terms and Conditions for Publicly Available information These Terms and Conditions govern your use of the http://mobito.io ("Platform") when you are browsing publicly available information without having an account as either Data Provider or Data Customer on the Platform. If you do have an account, your use is governed by the relevant agreement concluded between you and Mobito, meaning Mobito Technology SRL, with registered seat at Rue Henri Bergé 49/ ET01, 1030 Schaerbeek, Belgium, and VAT number 0747.793.289. 1. Marketplace 1.1 Certain parts of the Platform are publicly available for you to find out more about Mobito, the Platform and Services, and certain Data listings. You can only sell Data or get access to Data when you have signed up for the Platform and accepted the relevant Data Provider or Data Customer agreement. The Data Customer is the legal entity purchasing the Data offered by the Data Provider. The Data Provider means the legal entity wishing to make use of the Platform to upload Data for sale to the Data Customers and/or for use by Mobito, as the case may be. 1.2 Mobito cannot be held liable for any incorrect information or any issues or problems with the Data. Solely the Data Provider is responsible for the placement of Data on the Platform and solely the Data Customer is responsible for its use of the Data. Mobito only acts as a marketplace to facilitate the selling and purchasing of Data. The agreement relating to the Data is concluded directly between the Data Provider and the Data Customer. 1.3 All warranties are excluded to the extent permitted by the applicable law. In addition, Mobito does not guarantee the uninterrupted availability of the Platform and its contents. 1.4 The contents of the Platform may not be used by you to build up a database of your own and may not be used elsewhere in an already existing database. You may not resell or re-list any part of the Data listings you find on the Platform. The linking of another database is expressly prohibited. 2. Intellectual Property 2.1. All intellectual property rights, including all copyrights and related rights, software rights, database rights, trade secrets, know-how, trademarks, trade names, service marks, domain names, patents, design rights, and other rights, including any kinds of developments, amendments, customizations, documentation, data and testing methodologies created or used on or with the Platform and including the right to register or apply for any of the foregoing, related to the Platform shall be the exclusive property of Mobito or its licensors. Under no circumstances is there any transfer of intellectual property rights to you. 2.2. Mobito grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable and royalty-free right to view the publicly accessible parts of the Platform. You may not copy, translate, duplicate, store, spread or otherwise use any part of the Platform. 2.3. All intellectual property rights in the Data, if any, shall remain vested in the Data Customer. In the event the Data is not subject to intellectual property rights, the Data Provider shall still be considered the owner of the Data. The Data Customer only receives a license as per the license agreement provided by the Data Provider. 3. Data protection Mobito is committed to protecting personal data in a way that is compliant with the applicable data protection laws, such as the Regulation (EU) 2016 of the European Parliament and of the Council from 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and the repeal of Directive 95/46/EC (GDPR). Mobito will process your personal data in accordance with the privacy policy and cookie policy.Access Right”). 4.2 The Data Provider may designate one or more Authorized Users to manage the account. The Data Provider remains responsible for all use that is made of the account of the Data Provider by the Authorized Users or third parties. The Data Provider shall ensure that the password to access the account shall remain secret and that sufficient security measures are taken to prevent any abuse by third parties. It is also prohibited to (i) bypass user identification or security of the Platform, network or account (this includes accessing account or Data not meant for the Data Provider or its Authorized Users), (ii) to make use of tools designed to bypass or break security measures, or (iii) to execute or launch Denial of Services (DoS) attacks or Distributed Denial of Service (DDoS) attacks. Bypassing or breaking (or an attempt thereto) of the security of the systems or networks may be subject to civil or criminal prosecution. Mobito shall fully cooperate with the authorities and other parties who investigate such matters. 4.3 The Data Provider may not use the Platform for illegal or irresponsible actions and may not upload or store Data that can be used for or facilitate illegal or irresponsible actions. The following is in any event (non-exhaustive) prohibited: (i) causing harm to minors (e.g. child pornography), (ii) placing or transmitting Data that contain threats and/or encourages to harm/damage people, institutions and or property, and/or Data that is violent, incites violence, threatens with violence, has a harassing content or contains hate generating comments, (iii) spreading, publishing or displaying Data which endangers a person’s security or safety or which could harm the public safety or public health, or which promotes illegal actions, (iv) disrupting systems in the network and/or the Platform and/or to disrupt network services or network communications, (v) making fraudulent offers, buying or selling fraudulent Data, goods or services or promoting scams, (vi) collecting or using (personal) information, e-mail addresses; screen names; e-ID cards, payment card and/or credit cart data or other user identification without the permission of the owner of the information, including but not limited to phishing, internet scamming, theft of passwords, spidering or harvesting, (vii) deliberately spreading viruses or introducing other types of malicious programs into the network or system which aim or threaten to harm the systems, software or data of third parties, (viii) sending, spreading or displaying any Data (via uploading or otherwise) that infringes any Intellectual Property Rights of third parties, (ix) gaining access, or attempting to gain access to the accounts of third parties, or to infiltrate or attempt to infiltrate in the security of the computer software or hardware, electronic communication systems of the Platform or a third party, regardless whether this results in the corruption or loss of Data, (x) reselling the Data, re-enlisting the Data or otherwise using or distributing the Data in a manner that is not compliant with the Data Agreement or fair practices. 4. Competent court and applicable law 4.1 These terms and conditions shall be construed in accordance with and governed by the laws of Belgium. 4.2 In the event of disputes concerning the conclusion, execution, termination and/or interpretation of the terms and conditions which cannot be resolved amicably, only the courts of Brussels (Dutch speaking courts) will have jurisdiction to settle the dispute. Terms and Conditions for Data Consumers These terms and conditions ("Terms and Conditions") govern the relationship between the Data Customer and Mobito, as defined below, as from the moment the Data Customer accepts these Terms and Conditions as part of the registration process on the Platform. It is important that the Data Customer reads through the Terms and Conditions and takes note of and accepts any obligations and restrictions herein. In case the Data Customer does not agree to the Terms and Conditions, it cannot use the Platform. In case of questions and concerns, please contact Mobito prior to accepting these Terms and Conditions at legal@mobito.io 1. Definitions 1.1. The terms with capital letter shall have the meaning as set out in this article 1, unless the context explicitly states otherwise: Agreement means these Terms and Conditions, as well as the privacy policy and cookie policy; Applicable Data Protection Laws means (a) Regulation (EU) 2016 of the European Parliament and of the Council from 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and the repeal of Directive 95/46/EC (hereinafter "GDPR"), (b) the Belgian Law of July, 30th 2018 on the protection of natural persons with regard to the processing of personal data, (c) other applicable data protection and privacy laws and regulations applicable to the processing of personal data under the Agreement and (d) any changes to or the replacement of the previous legislation, if applicable; Authorized User(s) means the end-user(s) of the Platform as designated by the Data Customer who has/have access to the Platform for the purpose of managing the Data Customer’s account; Confidential Information means any personal and/or know how, data, samples, technical or business information, and other materials, whether in electronic, written, oral or other form that is related to this Agreement (excluding the Data); Data means the data uploaded to the Platform by the Data Customer. This Data can include, among other categories of data, mobility data pertaining to traffic congestion, parking availability, people crowdedness and road quality; Data Agreement means the agreement that will be concluded between the Data Provider and the Data Customer, which sets out the rights, obligations and restrictions, including the license, relating to the use of the Data by the Data Customer; Data Customer means the legal entity purchasing the Data offered by the Data Provider for use subject to the Data Agreement; Data Feeds mean Data aggregated into logical bundles serving particular use cases; Data Provider means the legal entity wishing to make use of the Platform to upload Data for sale to the Data Customers and/or for use by Mobito, as the case may be, subject to the Data Agreement; Force Majeure means the situation in which one of the Parties is impeded in the performance of the Agreement, either in whole or in part and temporarily or permanently, beyond the control of the Party or Parties. Without limitation, the following events are deemed to constitute Force Majeure: governmental decision, act or omission (e.g. delay or failure to issue, or withdrawal of any license, permit or authorization), war, hostilities, act of the public enemy, riots, terrorist attacks, strike, civil commotion, sabotage, natural disasters, unfavorable weather conditions, earthquakes, fire, flood, lightening, hurricanes, explosion, epidemics, pandemics, quarantine restrictions, disturbance in supplies from normally reliable sources (e.g. electricity, water, fuel and the like), power failures, failures of the internet, the unavailability of servers of third parties, bugs in third party equipment, hacking, (distributed) denial of service attacks, viruses, delay or failure from a subcontractor or third party supplier due to Force Majeure as defined hereinabove; Intellectual Property Rights means all copyrights and related rights, software rights, database rights, trade secrets, know-how, trademarks, trade names, service marks, domain names, patents, design rights, and other rights, including any kinds of developments, amendments, customizations, documentation, data and testing methodologies and including the right to register or apply for any of the foregoing; Mobito means Mobito Technology SRL, with registered seat at Rue Henri Bergé 49/ ET01, 1030 Schaerbeek, Belgium, and VAT number 0747.793.289; Platform means http://mobito.io, and all related domains that are used for the provision of Services; Services the provision of access to the Platform and provision of maintenance and/or support services or other services provided to the Data Customer. 2. Marketplace 2.1. Mobito developed the Platform with the purpose of facilitating the sale and transfer of Data between the Data Customer and the Data Provider. As such, the Platform is created as a marketplace for the sale and transfer of such Data. In the event the Data Customer wishes to purchase Data from the Data Provider, Mobito will facilitate the transfer of Data provided by the Data Provider by making use of APIs or by providing access to Data that is stored on the Platform at the request of the Data Provider. Mobito is not involved in the provision of services or Data between the Data Customer and the Data Provider and cannot be held responsible for any disputes between the Data Provider and the Data Customer. For the avoidance of doubt, Mobito cannot be held liable for the authenticity, accuracy, completeness or correctness of Data. 2.2. Mobito aspires to be a neutral marketplace and aspires to ensure the exchange of high quality data between Data Providers and Data Customers. Towards this objective, Mobito may provide Data quality checks to make sure the Data is in accordance with the requirements as set out in article 3 (without, however, being obligated to check the Data content), will provide an option for user generated reviews of the Data Listings and may include other elements that support the exchange of high quality data between Data Providers and Data Customers. 2.3. Data Customers may access free/open Data, priced Data, as well as historical or real time/dynamic data, subject to the Data Agreement provided by the Data Provider. Mobito shall refrain from making any changes to the Data, other than standardising datasets or creating Data Feeds, if the Data Provider opted in to these options and if available. For Data accessed through the Platform, Mobito will provide an encrypted access key to the Data Customers so that the Data Customers can access the Data. The Data Customer itself is however responsible for any use it makes of the key and Mobito cannot be held liable for any misuse, abuse or unauthorized use of the key by the Data Customer or third parties. 2.4. In the event of a conflict between the Data Provider and the Data Customer, the Data Provider or the Data Customer have the right to file a complaint with Mobito. The complaint will have to contain the reason for the complaint and the actions that the Data Provider or Data Customer might have already undertaken to resolve the conflict. Mobito will attempt to facilitate between the Data Provider and the Data Customer on the basis of the complaint and supporting information, without however guaranteeing that a solution can be reached. The ultimate responsibility for the conflict resolution shall remain with the Data Provider and Data Customer. 2.5. The Platform is provided ‘as-is’, therefore with all visible and hidden defects. All warranties relating to the Platform and Services are excluded to the extent permitted by the applicable law. Mobito does not warrant that the information provided on the Platform is up-to-date, complete and correct. In addition, Mobito does not guarantee the uninterrupted availability of the Platform and its contents, especially if they are based on the respective geographical location of the Data Provider or Data Consumer, nor that the Platform is error free. 3. Data Customer's Access Right 3.1. Subject to the Data Customer’s compliance with the Agreement, Mobito grants the Data Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable and royalty-free right of access to the Platform for the Data Customer’s use of the Platform in order to find and purchase Data and use the functionalities as per the subscription that the Data Customer has selected (hereinafter “Access Right”). 3.2. The Data Customer may designate one or more Authorized Users to manage the account. The Data Customer remains responsible for all use that is made of the account of the Data Customer by the Authorized Users or third parties. The Data Customer shall ensure that the password to access the account shall remain secret and that sufficient security measures are taken to prevent any abuse by third parties. It is also prohibited to (i) bypass user identification or security of the Platform, network or account (this includes accessing account or Data not meant for the Data Customer or its Authorized Users), (ii) to make use of tools designed to bypass or break security measures, or (iii) to execute or launch Denial of Services (DoS) attacks or Distributed Denial of Service (DDoS) attacks. Bypassing or breaking (or an attempt thereto) of the security of the systems or networks may be subject to civil or criminal prosecution. Mobito shall fully cooperate with the authorities and other parties who investigate such matters. 3.3. The Data Customer may not use the Platform for illegal or irresponsible actions. The following is in any event (non-exhaustive) prohibited: (i) causing harm to minors (e.g. child pornography), (ii) placing or transmitting Data that contain threats and/or encourages to harm/damage people, institutions and or property, and/or Data that is violent, incites violence, threatens with violence, has a harassing content or contains hate generating comments, (iii) spreading, publishing or displaying Data which endangers a person’s security or safety or which could harm the public safety or public health, or which promotes illegal actions, (iv) disrupting systems in the network and/or the Platform and/or to disrupt network services or network communications, (v) making fraudulent offers, buying or selling fraudulent Data, goods or services or promoting scams, (vi) collecting or using (personal) information, e-mail addresses; screen names; e-ID cards, payment card and/or credit cart data or other user identification without the permission of the owner of the information, including but not limited to phishing, internet scamming, theft of passwords, spidering or harvesting, (vii) deliberately spreading viruses or introducing other types of malicious programs into the network or system which aim or threaten to harm the systems, software or data of third parties, (viii) sending, spreading or displaying any Data (via uploading or otherwise) that infringes any Intellectual Property Rights of third parties, (ix) gaining access, or attempting to gain access to the accounts of third parties, or to infiltrate or attempt to infiltrate in the security of the computer software or hardware, electronic communication systems of the Platform or a third party, regardless whether this results in the corruption or loss of Data, (x) reselling the Data, re-enlisting the Data or otherwise using or distributing the Data in a manner that is not compliant with the Data Agreement or fair practices. 4. Data Customer Responsibilities 4.1 The Data Customer shall: (a) comply with the warranties as set out in article 5 (Warranties); (b) be responsible for verifying the suitability of the Data for the purpose that the Data Customer needs the Data for; (c) be responsible for verifying it has received all the information and advice needed in order to enter into the Data Agreement with the Data Provider; (d) respect the terms of the Data Agreement concluded with the Data Provider. 5. Warranties 5.1 The Data Customer warrants and represents that: (a) the Authorized User or person accepting these Terms and Conditions has the necessary authority or permission to enter into and execute this Agreement on behalf of the Data Customer; (b) it will comply with the Data Agreement; (c) it complies with all applicable laws, in particular, if applicable, the Applicable Data Protection Laws, when it uses the Data; (d) the use of Data does not violate any third party rights, including third party Intellectual Property Rights. 5.2 Without prejudice to Mobito’s right to claim damages or to other remedies, in case the Data Customer violates these warranties or in case of a third party claim against Mobito due to violation of the warranties, the Data Customer will indemnify, defend and hold Mobito harmless against any and all damages, costs, expenses, losses, fines, claims and suits upon Mobito’s first request. 5.3 In addition, Mobito shall be entitled to suspend or terminate the Agreement as per, respectively, article 11 (Suspension) or article 12 (Termination). 6. Term 6.1 The Agreement is concluded for an indefinite time as from the moment of acceptance of this Agreement. Both Parties shall be entitled to terminate the Agreement at any time by providing three (3) months prior written notice of its intention to terminate the Agreement. 6.2 In addition, the Agreement can be terminated in accordance with article 12 (Termination). 7. Pricing and payment 7.1 All prices are in EUR and are exclusive of VAT and other taxes that may be imposed. 7.2 The Data Customer shall bear all banking and currency exchange charges including exchange fees and transfer fees. 7.3 Payment will be due transaction per transaction when the Data Customer wants to purchase Data. 7.4 When Mobito offers the option for the Data Customer to pay via the Platform, Mobito will make use of a third party provider. The third party provider shall be responsible for ensuring the payment is executed. Mobito cannot be held responsible for a failure by the payment provider. The third party payment provider’s terms and conditions will apply as from the moment the Data Customer leaves the Platform and enters the third party payment provider’s environment. 7.5 Mobito will charge the margin as set out on the Platform for the Data. The margin may vary on the basis of the value of the Data, competitiveness of the Data and nature of the Data. This margin is on top of the price set by the Data Provider. This margin will be added to the price of the Data and will be charged to the Data Customer. The Data Customer will receive access to the Data after payment. 8. Intellectual Property 8.1 All Intellectual Property Rights related to the Platform shall be the exclusive property of Mobito or its licensors. Under no circumstances is there any transfer of Intellectual Property Rights to the Data Customer. The Data Customer only receives a limited Access Right as set out in article 3. 8.2 All Intellectual Property Rights in the Data, if any, shall remain vested in the Data Customer. In the event the Data is not subject to Intellectual Property Rights, the Data Provider shall still be considered the owner of the Data. The Data Customer only receives a license as per the Data Agreement provided by the Data Provider. 9. Confidentiality 9.1 Each Party must keep all Confidential Information received from the other Party in the performance of this Agreement confidential. Additionally, the Parties may only use the Confidential Information for the purposes of this Agreement. 9.2 The Parties may only disclose Confidential Information to those of their employees, agents and subcontracts who need to know such Confidential Information to conduct their obligations pursuant to the Agreement. Each Party is responsible for its employees, agents and subcontractors. The Parties may not disclose the Confidential Information to third parties without written consent of the other Party. 9.3 The following are not considered to be Confidential Information: (a) information obtained in a lawful manner from a third party not bound by any confidentiality obligation or secrecy; (b) information already known to a Party before its disclosure in the context of this Agreement; (c) information independently developed by a Party, without breaching this Agreement; (d) information which entered the public domain without the intervention or fault of the Party that received it. 9.4 In the event that a Party is required by a law or decision of a regulatory, administrative or otherwise competent body to disclose Confidential Information, such Party will notify the other Party of such request, if permitted, in order to allow the said Party to take any measures necessary to prevent or limit disclosure. If the Party required to make the disclosure is not entitled to inform the other Party, disclosure of Confidential Information will be limited to what is strictly necessary for such Party to comply and will inform the other Party that it has made a disclosure as soon as it is permitted. 9.5 Neither the execution of this Agreement nor the provision of any Confidential Information shall entitle a Party to any license or right of any nature whatsoever with respect to the Confidential Information. 10. Data protection 10.1 Mobito is committed to protecting personal data in a way that is compliant with the Applicable Data Protection Laws. Mobito will process the Data Customer’s personal in accordance with the privacy policy. 10.2 In case the Data contains personal data, the Data Customer recognizes it might be considered as processor in relation to the Data Provider as controller of the personal data, as controller for its own purposes, or as joint controller, as the case may be. In such case, the Data Customer commits to complying with any personal data restrictions or obligations that the Data Provider might include in the Data Agreement and commits to comply with the Applicable Data Protection Laws. 11. Suspension 11.1 Mobito shall be entitled to suspend the Data Customer’s access to the Platform: (a) in case of serious or repeated violation by the Data Customer of the terms set out in article 3 (Access right); (b) in case of a violation by the Data Customer of article 5 (Warranties); (c) in case (emergency) maintenance to the Platform is needed. 11.2 In so far possible, Mobito shall provide advance notice of the suspension and the reason for suspension. Mobito will in any event undertake reasonable efforts to limit the suspension to the time needed by the Data Customer to remedy or mitigate the situations as set out in article 11.1(a) - 11.1(b).12. Termination 12.1 Either Party may terminate the Agreement, by operation of law and with immediate effect, without prior notice being required and without judicial intervention, by the mere sending of a registered letter: (a) in case the other Party has requested a postponement of payment, is declared bankrupt, files for bankruptcy or has an involuntary petition in bankruptcy filed against it, has suspended its payments or admits its inability to pay its debts as they mature, has a receiver appointed over its assets, has an unstable credit or is manifestly insolvent, to the extent permitted by the applicable law; (b) in case of dissolution and/or liquidation of the other Party’s company; (c) in case the other Party’s assets or a part of the other Party’s assets are executive and/or precautionary seized at the request of a creditor, or in case of other executive or precautionary measures against the assets of the said Party; (d) in the event of proof or serious suspicion of fraud committed by the other Party. 12.2 Further, either Party may terminate the Agreement if the other Party commits a demonstrated material fault or material contractual shortcoming and fails to remedy such fault or shortcoming within a period of thirty (30) days after being notified by registered letter of default by the Party invoking the fault or shortcoming. Extension of the aforementioned period for remediation will not be refused on unreasonable grounds, if the Party in default has commenced remedying the default during this thirty (30) day period and is making reasonable efforts to continue to do so. 12.3 Mobito shall also be entitled to terminate the Agreement by operation of law and with immediate effect, without prior notice being required and without judicial intervention, by the mere sending of a registered letter: (a) in case of serious or repeated violation by the Data Customer of the terms set out in article 3 (Access right); (b) in case of a violation by the Data Customer of article 5 (Warranties). 13. Consequences of termination 13.1 As from the notice of termination, all sums owed to Mobito will become due and payable. 13.2 As from the effective date of termination, the Access Right to the Platform will be terminated and the Parties will cease using the other Party’s Confidential Information, Data, and Intellectual Property Rights, unless in so far permitted by this Agreement. Further use of the Data by the Data Customer is dependent on the Data Agreement. 14. Liability 14.1 Mobito shall take all reasonable efforts to deliver to Services to the Data Customer and to provide the Data Customer with access to the Platform in accordance with this Agreement. The liability which the Service Provider may incur under this Agreement derives from a reasonable effort obligation (inspanningsverbintenis/obligation de moyen) and the Customer will have to provide proper proof of such liability. 14.2 Insofar as maximally permitted by applicable law, the liability of Mobito for direct damages caused by an attributable shortcoming in the fulfilment of the Agreement is limited, per contract year, to maximum the yearly value of the Agreement. 14.3 Under no circumstances shall the Service Provider be liable for (i) indirect, incidental or consequential damages, including but not limited to financial or commercial losses, loss of profit, increase of general expenses, lost savings, diminished goodwill, damages resulting from business interruption or interruption of operation, damages resulting from claims of Consumers of the Customer, disruptions in planning, loss of anticipated profit, loss of capital, loss of Consumers, missed opportunities, loss of data, loss of advantages, or corruption and/or loss of files resulting from the performance of the present Agreement, (ii) damages resulting from a fault or negligence of the Data Provider or the Data Customer, (iii) damage resulting from the Data, (iv) compensation of any direct and indirect damages caused by the use of the result of the Services or Platform, and (v) all third party claims brought against the Data Customer. 14.4 In particular, Mobito is not responsible for any contents or information of external websites, which can be accessed via electronic references ("links") on the Platform. Furthermore, Mobito cannot be held liable whatsoever for the use of the data provided on the Platform by third parties. 14.5 The Data Customer must inform Mobito in writing of any event that may lead to the latter's liability and of any disadvantage and/or loss the Data Customer suffers, within the shortest possible time and at the latest within thirty (30) calendar days from the occurrence of this event, disadvantage or loss, or, at least, from the moment the Data Customer was aware or should have been aware of this event, disadvantage or loss. This to enable Mobito to determine the origin and cause(s) of the damage(s) within a reasonable period of time. In the event of failure to comply with the written notification, Mobito reserves the right to refuse any compensation and to reject any liability. 14.6 Nothing in this Agreement shall limit the liability of a Party for wilful misconduct or gross negligence or bodily harm. 15. Force Majeure 15.1 Neither Party shall be in default if the performance of any of its obligations under this Agreement is partly or wholly delayed or prevented due to Force Majeure. 15.2 Notice of a Force Majeure event shall be given in writing by the affected Party to the other Party, as soon as it becomes aware of the occurrence. The affected Party shall use all reasonable endeavours to prevent, avoid, overcome or mitigate the effects of such cause. Each Party shall bear all of its own claims, losses, damages, costs and expenses suffered or incurred due to such force majeure event. 15.3 Neither Party shall be entitled to request termination of this Agreement, whether in part or in whole, due to Force Majeure. However, if performance in whole or part of any obligation of a Party under this Agreement is delayed or prevented by reason of Force Majeure for a period exceeding fourteen (14) consecutive calendar days, the Parties shall discuss and endeavour to find a reasonable solution with respect to the further execution of this Agreement. If such performance is delayed or prevented for a period exceeding sixty (60) consecutive calendar days, either Party shall have the right to terminate the Agreement or any part thereof, forthwith and without penalty. 16. Competent court and applicable law 16.1 The Agreement shall be construed in accordance with and governed by the laws of Belgium. 16.2 In the event of disputes concerning the conclusion, execution, termination and/or interpretation of the Agreement which cannot be resolved amicably, only the courts of Brussels (Dutch speaking courts) will have jurisdiction to settle the dispute. 17. Communication 17.1 Unless otherwise agreed and without prejudice to any laws that might prescribe a language for certain proceedings, the language used for any disputes arising from the Agreement, an amendment or a termination of this Agreement as well as any other kind of communication between the Data Customer and Mobito will be in English. 18. Miscellaneous 18.1 Entire Agreement – This Agreement constitutes the entire agreement between the Parties and replaces all of the Parties’ previous understandings, agreements and proposals, whether orally or in writing, relating to the subject matter of this Agreement. Deviations and additions are only valid when they have been agreed between Parties, including by way of Mobito providing the revised Agreement for the Data Provider’s approval via the Platform. 18.2 Severability – The nullity of any article or part of an article under this Agreement will by no means affect the validity of the rest of the invalid article, nor of the other clauses of the Agreement. Parties will make every effort to replace the invalid article with a valid one with the same, or largely the same, economic impact as the invalid article, in mutual consent. 18.3 Transfer – Neither this Agreement nor the rights or obligations arising from it may be wholly or partly transferred without the express written consent of both Parties. 18.4 Forfeiture of rights – Neither Party to this Agreement shall be deemed to have waived any right or claim under this Agreement or in relation to a breach of the other Party, unless this waiver has been expressly communicated in writing. Even if a Party, in the application of this paragraph, waives a specific right or claim under this Agreement, such waiver can never be interpreted as a waiver of any other right or claim under this Agreement even if both cases demonstrate large similarities. 18.4 Cumulative remedies – Barring any stipulation to the contrary, all legal remedies provided in the Agreement are cumulative and in addition to (and not in replacement of) any other legal remedies available to the Parties. 18.5 Notices – All notifications, requests and other communication under this Agreement (excluding everyday operational communications) shall be in writing by registered letter with proof of receipt to the address indicated above or in another conventional method of communication agreed between the Parties. 18.6 Survival – All provisions of the Agreement which are expressly marked to survive the termination or expiration of the Agreement, as well as all provisions of the Agreement which aim to enforce or execute the Agreement after the termination or expiration of the Agreement, shall survive the Agreement and will remain in full force. Terms and Conditions for Data Providers These terms and conditions ("Terms and Conditions") govern the relationship between the Data Provider and Mobito, as defined below, as from the moment the Data Provider accepts these Terms and Conditions as part of the registration process on the Platform. It is important that the Data Provider reads through the Terms and Conditions and takes note of and accepts any obligations and restrictions herein. In case the Data Provider does not agree to the Terms and Conditions, it cannot use the Platform. In case of questions and concerns, please contact Mobito prior to accepting these Terms and Conditions at legal@mobito.io 1. Definitions1.1. The terms with capital letter shall have the meaning as set out in this article 1, unless the context explicitly states otherwise: Agreement means these Terms and Conditions, as well as the privacy policy and cookie policy; Applicable Data Protection Laws means (a) Regulation (EU) 2016 of the European Parliament and of the Council from 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and the repeal of Directive 95/46/EC (hereinafter "GDPR"), (b) the Belgian Law of July, 30th 2018 on the protection of natural persons with regard to the processing of personal data, (c) other applicable data protection and privacy laws and regulations applicable to the processing of personal data under the Agreement and (d) any changes to or the replacement of the previous legislation, if applicable; Authorized User(s) means the end-user(s) of the Platform as designated by the Data Provider who has/have access to the Platform for the purpose of managing the Data Provider’s account; Confidential Information means any personal and/or know how, data, samples, technical or business information, and other materials, whether in electronic, written, oral or other form that is related to this Agreement (excluding the Data); Data means the data uploaded to the Platform by the Data Provider. This Data can include, among other categories of data, mobility data pertaining to traffic congestion, parking availability, people crowdedness and road quality; Data Agreement means the agreement that will be concluded between the Data Provider and the Data Customer, which sets out the rights, obligations and restrictions, including the license, relating to the use of the Data by the Data Customer; Data Customer means the legal entity purchasing the Data offered by the Data Provider for use subject to the Data Agreement; Data Feeds mean Data aggregated into logical bundles serving particular use cases; Data Provider means the legal entity wishing to make use of the Platform to upload Data for sale to the Data Customers and/or for use by Mobito, as the case may be, subject to the Data Agreement; Force Majeure means the situation in which one of the Parties is impeded in the performance of the Agreement, either in whole or in part and temporarily or permanently, beyond the control of the Party or Parties. Without limitation, the following events are deemed to constitute Force Majeure: governmental decision, act or omission (e.g. delay or failure to issue, or withdrawal of any license, permit or authorization), war, hostilities, act of the public enemy, riots, terrorist attacks, strike, civil commotion, sabotage, natural disasters, unfavorable weather conditions, earthquakes, fire, flood, lightening, hurricanes, explosion, epidemics, pandemics, quarantine restrictions, disturbance in supplies from normally reliable sources (e.g. electricity, water, fuel and the like), power failures, failures of the internet, the unavailability of servers of third parties, bugs in third party equipment, hacking, (distributed) denial of service attacks, viruses, delay or failure from a subcontractor or third party supplier due to Force Majeure as defined hereinabove; Intellectual Property Rights means all copyrights and related rights, software rights, database rights, trade secrets, know-how, trademarks, trade names, service marks, domain names, patents, design rights, and other rights, including any kinds of developments, amendments, customizations, documentation, data and testing methodologies and including the right to register or apply for any of the foregoing; Mobito means Mobito Technology SRL, with registered seat at Rue Henri Bergé 49/ ET01, 1030 Schaerbeek, Belgium, and VAT number 0747.793.289; Platform means http://mobito.io, and all services accessible under all relevant subdomains of the mobito.io domain. Services the provision of access to the Platform and provision of maintenance and/or support services or other services provided to the Data Provider. 2. Marketplace 2.1 Mobito developed the Platform with the purpose of facilitating the sale and transfer of Data between the Data Provider and the Data Customer. As such, the Platform is created as a marketplace for the sale and transfer of such Data. In the event the Data Customer wishes to purchase Data from the Data Provider, Mobito will facilitate the transfer of Data provided by the Data Provider by making use of APIs or by providing access to Data that is stored on the Platform at the request of the Data Provider.I . Mobito is not involved in the provision of services or Data between the Data Customer and the Data Provider and cannot be held responsible for any disputes between the Data Provider and the Data Customer. 2.2 Mobito aspires to be a neutral marketplace and aspires to ensure the exchange of high quality data between Data Providers and Data Customers. Towards this objective, Mobito may provide Data quality checks to make sure the Data is in accordance with the requirements as set out in article 3 (without, however, being obligated to check the Data content), will provide an option for user generated reviews of the Data listings and may include other elements that support the exchange of high quality data between Data Providers and Data Customers. 2.3 Provided that the Data Provider complies with the provisions of this Agreement, Mobito aims to facilitate the consumption of Data by the Data Customer by providing access to Data listings. Mobito undertakes to achieve this by providing the Data Customers access to the Data listings. 2.4 By making Data available on the platform, the Data Providers grants the right to Mobito to list the Data in the Platform. For Data accessed through the Platform, Mobito will provide an encrypted access key to the Data Customers so that the Data Customers can access the Data. The Data Customer itself is however responsible for any use it makes of the key and Mobito cannot be held liable for any misuse, abuse or unauthorized use of the key by the Data Customer or third parties. 2.5 In the event of a conflict between the Data Provider and the Data Customer, the Data Provider or the Data Customer have the right to file a complaint with Mobito. The complaint will have to contain the reason for the complaint and the actions that the Data Provider or Data Customer might have already undertaken to resolve the conflict. Mobito will attempt to facilitate between the Data Provider and the Data Customer on the basis of the complaint and supporting information, without however guaranteeing that a solution can be reached. The ultimate responsibility for the conflict resolution shall remain with the Data Provider and Data Customer. 2.6 The Platform is provided ‘as-is’, therefore with all visible and hidden defects. All warranties relating to the Platform and Services are excluded to the extent permitted by the applicable law. Mobito does not warrant that the information provided on the Platform is up-to-date, complete and correct. In addition, Mobito does not guarantee the uninterrupted availability of the Platform and its contents, especially if they are based on the respective geographical location of the Data Provider or Data Consumer, nor that the Platform is error free. 3. Additional Services 3.1. At the Data Provider’s choice, Mobito can also store Data and create an inventory of Data Provider’s data for an additional cost to be agreed between the Parties. 3.2. If agreed and available, Mobito will track the consumption of the Data Provider’s Data listing and will provide metrics on revenue generated, API requests associated with the Data Provider’s Data and number of Data Customers that have consumed this Data. 3.3. When this option becomes available, the Data Provider can opt-into the option for Mobito to transform the Data in standardised schemas via the Platform. Additional or deviating terms and conditions may apply. 3.4. When this option becomes available, the Data Provider can opt-into Data Feeds via the Platform. Additional terms and conditions may apply. 4. Data Provider’s Access right 4.1. Subject to the Data Provider’s compliance with the Agreement, Mobito grants the Data Provider a limited, non-exclusive, non-transferable, non-sublicensable, revocable and royalty-free right of access to the Platform for the Data Provider’s use of the Platform in order to make available and sell its Data to Data Customers and use the functionalities offered as per the subscription that the Data Provider has selected (hereinafter “Access Right”). 4.2 The Data Provider may designate one or more Authorized Users to manage the account. The Data Provider remains responsible for all use that is made of the account of the Data Provider by the Authorized Users or third parties. The Data Provider shall ensure that the password to access the account shall remain secret and that sufficient security measures are taken to prevent any abuse by third parties. It is also prohibited to (i) bypass user identification or security of the Platform, network or account (this includes accessing account or Data not meant for the Data Provider or its Authorized Users), (ii) to make use of tools designed to bypass or break security measures, or (iii) to execute or launch Denial of Services (DoS) attacks or Distributed Denial of Service (DDoS) attacks. Bypassing or breaking (or an attempt thereto) of the security of the systems or networks may be subject to civil or criminal prosecution. Mobito shall fully cooperate with the authorities and other parties who investigate such matters. 4.3 The Data Provider may not use the Platform for illegal or irresponsible actions and may not upload or store Data that can be used for or facilitate illegal or irresponsible actions. The following is in any event (non-exhaustive) prohibited: (i) causing harm to minors (e.g. child pornography), (ii) placing or transmitting Data that contain threats and/or encourages to harm/damage people, institutions and or property, and/or Data that is violent, incites violence, threatens with violence, has a harassing content or contains hate generating comments, (iii) spreading, publishing or displaying Data which endangers a person’s security or safety or which could harm the public safety or public health, or which promotes illegal actions, (iv) disrupting systems in the network and/or the Platform and/or to disrupt network services or network communications, (v) making fraudulent offers, buying or selling fraudulent Data, goods or services or promoting scams, (vi) collecting or using (personal) information, e-mail addresses; screen names; e-ID cards, payment card and/or credit cart data or other user identification without the permission of the owner of the information, including but not limited to phishing, internet scamming, theft of passwords, spidering or harvesting, (vii) deliberately spreading viruses or introducing other types of malicious programs into the network or system which aim or threaten to harm the systems, software or data of third parties, (viii) sending, spreading or displaying any Data (via uploading or otherwise) that infringes any Intellectual Property Rights of third parties, (ix) gaining access, or attempting to gain access to the accounts of third parties, or to infiltrate or attempt to infiltrate in the security of the computer software or hardware, electronic communication systems of the Platform or a third party, regardless whether this results in the corruption or loss of Data, (x) reselling the Data, re-enlisting the Data or otherwise using or distributing the Data in a manner that is not compliant with the Data Agreement or fair practices. 5. Data Provider responsibilities 5.1 The Data Provider shall: (a) comply with the warranties as set out in article 6 (Warranties); (b) agree with Mobito on the practicalities of the Data provision: (i) the type of Data integrated in the Platform, this Data may include historical Data and/or live Data; (ii) the format of the Data; (iii) the Data delivery method, e.g. via API or another method; (iv) the frequency of Data delivered; (v) the form of Data presentation; (vi) the date the Data will first be visible on the Platform and will be offered to Data Customers; and (vii) provide pricing information for Data placed on the Platform. (c) provide a Data Agreement which shall be displayed on the Platform by Mobito and shall have to be accepted by the Data Customer prior to the Data Customer being provided with the Data; (d) provide its API documentation; (e) resolve technical issues with the Data detected by Mobito or the Data Customer according to its service level agreements; (f) provide Data Customer support for issues arising from Data Provider’s Data placement; (g) ensure that Mobito is provided with all necessary circumstances, information, facts and information which are or could be of importance in connection with the Data or services agreed upon without unnecessary delay, but in any case, in good time. 5.2 In addition to Mobito’s right to suspend access to the Platform pursuant to article 12, the Mobito is entitled to limit the availability of Data, can delete Data or can prevent Data from being forwarded if the Data does not meet the requirements for the structure of the Data on the Platform, if Mobito has reason to believe the provided Data to be illegal or in violation of the warranties as set out in article 6 (Warranties) or if a third party or the Data Customer complains about the Data. 6. Warranties 6.1 The Data Provider warrants and represents that: (a) the Authorized User or person accepting these Terms and Conditions has the necessary authority or permission to enter into and execute this Agreement on behalf of the Data Provider; (b) it has all rights, interest or title or all necessary permissions and authorizations to list the Data on the Platform; (c) it complies with all applicable laws, in particular, if applicable, the Applicable Data Protection Laws, when it lists the Data on the Platform and offers its Data to Data Customers; (d) the listing of Data on the Platform does not violate any third party rights, including third party Intellectual Property Rights; (e) the Data is suitable for the use that the Data Provider has marketed it for or the use as specified in the Data Agreement; (f) the Data is authentic, complete, correct and accurate and if this would no longer be the case, that it will immediately update the Data to make it authentic, complete, accurate and correct. 6.2 Without prejudice to Mobito’s right to claim damages or to other remedies, in case the Data Provider violates these warranties or in case of a third party claim against Mobito due to violation of the warranties, the Data Provider will indemnify, defend and hold Mobito harmless against any and all damages, costs, expenses, losses, fines, claims and suits upon Mobito’s first request. 6.3 In addition, Mobito shall be entitled to suspend or terminate the Agreement as per, respectively, article 12 (Suspension) or article 13 (Termination). 7. Term 7.1 The Agreement is concluded for an indefinite time as from the moment of acceptance of this Agreement. Both Parties shall be entitled to terminate the Agreement at any time by providing three (3) months prior written notice of its intention to terminate the Agreement and to remove the Data. In the event the Data Provider has opted-in to be part of Mobito’s Data Feed, then the Data Provider shall only be entitled to terminate the Agreement and to remove the Data upon six (6) months prior written notice. 7.2 In addition, the Agreement can be terminated in accordance with article 13 (Termination). 8. Pricing and paymentGeneral 8.1 All prices are in EUR and are exclusive of VAT and other taxes that may be imposed. 8.2 Data Provider shall bear all banking and currency exchange charges including exchange fees and transfer fees. 8.3 When Mobito offers the option for the Data Provider to pay and be paid via the Platform, Mobito will make use of a third party provider. The third party provider shall be responsible for ensuring the payment is executed. Mobito cannot be held responsible for a failure by the payment provider. The third party payment provider’s terms and conditions will apply as from the moment the Data Provider leaves the Platform and enters the third party payment provider’s environment. 8.4 Mobito reserves the right to modify the (subscription) pricing. Any change to the existing pricing will be communicated in advance. In the event the Data Provider does not agree with the changed pricing, it will notify Mobito thereof prior to the new pricing coming into effect and, provided no agreement can be reached with Mobito, the Data Provider will have the right to terminate the Agreement, immediately, without any compensation for termination being due and shall be entitled to immediately remove the Data listing.Payment by Mobito to the Data Provider 8.5 Mobito will compensate the Data Provider based on the pricing set by the Data Provider on a EURO/API request or other agreed upon unit or pricing scheme and the total underlying consumption of this Data. Consumption of this Data may occur directly or indirectly through the consumption of the offered raw Data or, if applicable, Data Feeds on the Platform. Data Provider’s compensation will take place on a monthly basis. A separate agreement regarding the calculation of the compensation payments as well as the payment modalities can be agreed upon at any time by mutual consent.Payment by the Data Provider to Mobito 8.6 Placement of Data on the Platform and ability to be part of Data Feeds and store historical Data comes at a cost of EUR 2,500 euros per month. 8.7 In the event that special features or functions of the Platform are requested by the Data Provider, the Agreement can be amended. 9. Intellectual Property 9.1 All Intellectual Property Rights related to the Platform shall be the exclusive property of Mobito or its licensors. Under no circumstances is there any transfer of Intellectual Property Rights to the Data Provider. The Data Provider only receives a limited Access Right as set out in article 3. 9.2 All Intellectual Property Rights in the Data, if any, shall remain vested in the Data Provider. In the event the Data is not subject to Intellectual Property Rights, the Data Provider shall still be considered the owner of the Data. Mobito shall only receive a limited license to handle such Data (including by storing, modifying, aggregating or taking any other action as permitted by this Agreement) for the purposes of this Agreement and for the duration of the Agreement. This license includes the right to transfer or sublicense the license if deemed necessary by Mobito. 10. Confidentiality 10.1 Each Party must keep all Confidential Information received from the other Party in the performance of this Agreement confidential. Additionally, the Parties may only use the Confidential Information for the purposes of this Agreement. 10.2 The Parties may only disclose Confidential Information to those of their employees, agents and subcontracts who need to know such Confidential Information to conduct their obligations pursuant to the Agreement. Each Party is responsible for its employees, agents and subcontractors. The Parties may not disclose the Confidential Information to third parties without written consent of the other Party. 10.3 The following are not considered to be Confidential Information: (a) information obtained in a lawful manner from a third party not bound by any confidentiality obligation or secrecy; (b) information already known to a Party before its disclosure in the context of this Agreement; (c) information independently developed by a Party, without breaching this Agreement; (d) information which entered the public domain without the intervention or fault of the Party that received it. 10.4 In the event that a Party is required by a law or decision of a regulatory, administrative or otherwise competent body to disclose Confidential Information, such Party will notify the other Party of such request, if permitted, in order to allow the said Party to take any measures necessary to prevent or limit disclosure. If the Party required to make the disclosure is not entitled to inform the other Party, disclosure of Confidential Information will be limited to what is strictly necessary for such Party to comply and will inform the other Party that it has made a disclosure as soon as it is permitted. 10.5 Neither the execution of this Agreement nor the provision of any Confidential Information shall entitle a Party to any license or right of any nature whatsoever with respect to the Confidential Information. 11. Data protection 11.1 Mobito is committed to protecting personal data in a way that is compliant with the Applicable Data Protection Laws. Mobito will process the Data Provider’s personal in accordance with the privacy policy. 11.2 The Data Provider shall ensure the Data contains no personal data. In the event the Data does contain personal data, the Data Provider will notify Mobito hereof prior to listing the Data, and the Data Provider will indicate whether or not a data processing agreement is necessary. In such case, the Data Provider will be considered the controller and Mobito will be considered the processor, as defined by the Applicable Data Protection Laws. 12. Suspension 12.1 Mobito shall be entitled to suspend the Data Provider’s access to the Platform: (a) in case of serious or repeated violation by the Data Provider of the terms set out in article 3 (Access right); (b) in case of a violation by the Data Provider of article 6 (Warranties): (c) in case of complaint by the Data Customer in relation to the (accurateness, completeness, correctness or legality or lack thereof of the) Data until the dispute with the Data Customer has been resolved; (d) in case (emergency) maintenance to the Platform is needed. 12.2 In so far possible, Mobito shall provide advance notice of the suspension and the reason for suspension. Mobito will in any event undertake reasonable efforts to limit the suspension to the time needed by the Data Provider to remedy or mitigate the situations as set out in article 12.1(a) - 12.1(c). 13. Termination 13.1 Either Party may terminate the Agreement, by operation of law and with immediate effect, without prior notice being required and without judicial intervention, by the mere sending of a registered letter: (a) in case the other Party has requested a postponement of payment, is declared bankrupt, files for bankruptcy or has an involuntary petition in bankruptcy filed against it, has suspended its payments or admits its inability to pay its debts as they mature, has a receiver appointed over its assets, has an unstable credit or is manifestly insolvent, to the extent permitted by the applicable law; (b) in case of dissolution and/or liquidation of the other Party’s company; (c) in case the other Party’s assets or a part of the other Party’s assets are executive and/or precautionary seized at the request of a creditor, or in case of other executive or precautionary measures against the assets of the said Party; (d) in the event of proof or serious suspicion of fraud committed by the other Party. 13.2 Further, either Party may terminate the Agreement if the other Party commits a demonstrated material fault or material contractual shortcoming and fails to remedy such fault or shortcoming within a period of thirty (30) days after being notified by registered letter of default by the Party invoking the fault or shortcoming. Extension of the aforementioned period for remediation will not be refused on unreasonable grounds, if the Party in default has commenced remedying the default during this thirty (30) day period and is making reasonable efforts to continue to do so. 13.3 Mobito shall also be entitled to terminate the Agreement by operation of law and with immediate effect, without prior notice being required and without judicial intervention, by the mere sending of a registered letter: (a) in case of serious or repeated violation by the Data Provider of the terms set out in article 3 (Access right); (b) in case of a violation by the Data Provider of article 6 (Warranties). 14. Consequences of termination 14.1 As from the notice of termination, all sums owed to Mobito or the Data Provider will become due and payable. 14.2 As from the effective date of termination, the Access Right to the Platform will be terminated and the Parties will cease using the other Party’s Confidential Information, Data, and Intellectual Property Rights, unless in so far permitted by this Agreement. 14.3 In the event that the Data Provider has stored the Data with the Mobito, the Data Provider will ensure it has downloaded and removed the Data from the Platform prior to the effective date of termination. 15. Liability 15.1 Mobito shall take all reasonable efforts to deliver to Services to the Data Provider and to provide the Data Provider with access to the Platform in accordance with this Agreement. The liability which the Service Provider may incur under this Agreement derives from a reasonable effort obligation (inspanningsverbintenis/obligation de moyen) and the Customer will have to provide proper proof of such liability. 15.2 Insofar as maximally permitted by applicable law, the liability of Mobito for direct damages caused by an attributable shortcoming in the fulfilment of the Agreement is limited, per contract year, to maximum the yearly value of the Agreement. 15.3 Under no circumstances shall the Service Provider be liable for (i) indirect, incidental or consequential damages, including but not limited to financial or commercial losses, loss of profit, increase of general expenses, lost savings, diminished goodwill, damages resulting from business interruption or interruption of operation, damages resulting from claims of customers of the Customer, disruptions in planning, loss of anticipated profit, loss of capital, loss of customers, missed opportunities, loss of Data, loss of advantages, or corruption and/or loss of files resulting from the performance of the present Agreement, (ii) damages resulting from a fault or negligence of the Data Provider or Data Customer, (iii) compensation of any direct and indirect damages caused by the use of the result of the Services or Platform, and (iv) all third party claims brought against the Data Provider (including claims by the Data Customer). 15.4 In particular, Mobito shall not be liable for any loss of Data if this is due to the fact that the Data is not provided in the form prescribed by the Agreement. Mobito is not responsible for any contents or information of external websites, which can be accessed via electronic references ("links") on the Platform. Furthermore, Mobito cannot be held liable whatsoever for the use of the Data provided on the Platform by third parties. 15.5 The Data Provider must inform Mobito in writing of any event that may lead to the latter's liability and of any disadvantage and/or loss the Data Provider suffers, within the shortest possible time and at the latest within thirty (30) calendar days from the occurrence of this event, disadvantage or loss, or, at least, from the moment the Data Provider was aware or should have been aware of this event, disadvantage or loss. This to enable Mobito to determine the origin and cause(s) of the damage(s) within a reasonable period of time. In the event of failure to comply with the written notification, Mobito reserves the right to refuse any compensation and to reject any liability. 15.6 Nothing in this Agreement shall limit the liability of a Party for wilful misconduct or gross negligence or bodily harm. 16. Force Majeure 16.1 Neither Party shall be in default if the performance of any of its obligations under this Agreement is partly or wholly delayed or prevented due to Force Majeure. 16.2 Notice of a Force Majeure event shall be given in writing by the affected Party to the other Party, as soon as it becomes aware of the occurrence. The affected Party shall use all reasonable endeavours to prevent, avoid, overcome or mitigate the effects of such cause. Each Party shall bear all of its own claims, losses, damages, costs and expenses suffered or incurred due to such force majeure event. 16.3 Neither Party shall be entitled to request termination of this Agreement, whether in part or in whole, due to Force Majeure. However, if performance in whole or part of any obligation of a Party under this Agreement is delayed or prevented by reason of Force Majeure for a period exceeding fourteen (14) consecutive calendar days, the Parties shall discuss and endeavour to find a reasonable solution with respect to the further execution of this Agreement. If such performance is delayed or prevented for a period exceeding sixty (60) consecutive calendar days, either Party shall have the right to terminate the Agreement or any part thereof, forthwith and without penalty. 17. Competent court and applicable law 17.1 The Agreement shall be construed in accordance with and governed by the laws of Belgium. 17.2 In the event of disputes concerning the conclusion, execution, termination and/or interpretation of the Agreement which cannot be resolved amicably, only the courts of Brussels (Dutch speaking courts) will have exclusive jurisdiction to settle the dispute. 18. Communication Unless otherwise agreed and without prejudice to any laws that might prescribe a language for certain proceedings, the language used for any disputes arising from the Agreement, an amendment or a termination of this Agreement as well as any other kind of communication between the Data Provider and Mobito will be in English. 19. Miscellaneous 19.1 Entire Agreement This Agreement constitutes the entire agreement between the Parties and replaces all of the Parties’ previous understandings, agreements and proposals, whether orally or in writing, relating to the subject matter of this Agreement. Deviations and additions are only valid when they have been agreed between Parties, including by way of Mobito providing the revised Agreement for the Data Provider’s approval via the Platform. 19.2 SeverabilityThe nullity of any article or part of an article under this Agreement will by no means affect the validity of the rest of the invalid article, nor of the other clauses of the Agreement. Parties will make every effort to replace the invalid article with a valid one with the same, or largely the same, economic impact as the invalid article, in mutual consent. 19.3 Transfer– Neither this Agreement nor the rights or obligations arising from it may be wholly or partly transferred without the express written consent of both Parties. 19.4 Forfeiture of rights – Neither Party to this Agreement shall be deemed to have waived any right or claim under this Agreement or in relation to a breach of the other Party, unless this waiver has been expressly communicated in writing. Even if a Party, in the application of this paragraph, waives a specific right or claim under this Agreement, such waiver can never be interpreted as a waiver of any other right or claim under this Agreement even if both cases demonstrate large similarities. 19.4 Cumulative remedies – Barring any stipulation to the contrary, all legal remedies provided in the Agreement are cumulative and in addition to (and not in replacement of) any other legal remedies available to the Parties. 19.5 Notices – All notifications, requests and other communication under this Agreement (excluding everyday operational communications) shall be in writing by registered letter with proof of receipt to the address indicated above or in another conventional method of communication agreed between the Parties. 19.6 Survival – All provisions of the Agreement which are expressly marked to survive the termination or expiration of the Agreement, as well as all provisions of the Agreement which aim to enforce or execute the Agreement after the termination or expiration of the Agreement, shall survive the Agreement and will remain in full force.