Linux Belgium

Software Licence Agreement
For use of the Project 78 software provided by Linux Belgium BV

THIS SOFTWARE LICENCE AGREEMENT (the "Agreement")
BETWEEN:
Jasper Nuyens, CEO of Linux Belgium BV, Canadalaan 8, 2812 Muizen, Belgium
(the "Vendor")
OF THE FIRST PART
- AND -
the "Licensee" or “Customer”
OF THE SECOND PART
BACKGROUND:
The Vendor wishes to licence computer software to the Licensee and the Licensee desires to purchase the
software licence under the terms and conditions stated below.

IN CONSIDERATION OF the provisions contained in this Agreement and for other good and valuable
consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:

Licence

1. Under this Agreement the Vendor grants to the Licensee a non-exclusive and non-transferable
licence (the "Licence") to use Project78 Server and Client software (the "Software").
2. "Software" includes the executable computer programs, scripts and any related printed,
electronic and online documentation and any other files that may accompany the product. The function of
the Software is to aid the Licensee in the process to upgrade servers running Red Hat Linux 7 to Red
Hat Linux 8, a per-server entitlement is granted by the Vendor, provided all conditions of this
Agreement are met. The Software consists out of a ‘Project 78 Server’ part and a ‘Project 78 client’
software part. The ‘Project 78 Client’ provides software to assists in the upgrade of a Red Hat Linux
7 server to Red Hat Linux version 8. The ‘Project 78 Server’ part centralises management, logging and
license entitlement. Future versions of Project78 can contain the updating and/or migration of other
Linux distributions instead of Red Hat.
3. Title, copyright, intellectual property rights and distribution rights of the Software remain
exclusively with the Vendor. Intellectual property rights include the look and feel of the Software.
This Agreement constitutes a licence for use only and is not in any way a transfer of ownership
rights to the Software.
4. Parts of the software are licensed under various OpenSource Licenses as defined by the
OpenSource Initiative: https://opensource.org This software License does not alter the rights and
obligations associated with respect to these OpenSource parts. A full license document and all Source
Code to which the Customer has rights under these licenses, can be obtained through a simple request
and free of charge as defined by the GNU General Public License and other OpenSource licenses. The
proprietary developed Project 78 server and client software are not licensed under said OpenSource
licenses, it is governed by this Software License.
5. The ‘Project 78 Server Software’ may be loaded onto no more than one computer. A single
copy may be made for backup purposes only. The ‘Project 78 client’ software can only be used on the
number of servers for which the Customer has purchased a License with the purpose of upgrading the
operating system and/or additional software.
6. “Server” includes both ‘Virtualised’ and ‘Physical’ servers. Each computer instance running
a version of Red Hat Linux 7 is considered a separate ‘client’ entity, requiring and contributing to
the number of purchased licenses.
7. The rights and obligations of this Agreement are personal rights granted to the Licensee only.
The Licensee may not transfer or assign any of the rights or obligations granted under this Agreement
to any other person or legal entity. The Licensee may not make available the Software for use by one
or more third parties.
8. The Software may not be modified, reverse-engineered, or de-compiled in any manner through
current or future available technologies.
9. Failure to comply with any of the terms under the Licence section will be considered a material
breach of this Agreement.

Licence Fees

10. The current List Price can be found here:
https://www.linuxbe.com/project78-listprice.html

The purchase price per client system, excluding VAT, paid by the Licensee, will constitute the entire
licence fee and is the full consideration for this Agreement. One or more volume licenses, can be
purchased and are applicable as defined in the table above. Pricing can be changed at any time by the
Vendor as published on its website, only applicable for additional future purchases.

Reporting and Audit.

11. If Customer wishes to increase the number of Installed Systems, then Customer will purchase
from Vendor additional entitlements for each additional Installed System. Each registered system
(virtualised of physical) which performed a valid upgrade from Red Hat 7 to Red Hat 8 with the assistance
of this software, counts as one entitlement. During the term of this Agreement and for one (1) year
thereafter, Customer expressly grants to Vendor the right to audit Customer’s facilities and records
from time to time in order to verify Customer’s compliance with the terms and conditions of this Agreement.
Any such audit shall only take place during Customer’s normal business hours and upon no less than ten
(10) days prior written notice from Vendor. Vendor shall conduct no more than one such audit in any
twelve-month period except for the express purpose of assuring compliance by Customer where non-compliance
has been established in a prior audit. Vendor shall give Customer written notice of any non-compliance,
and if a payment deficiency exists, then Customer shall have fifteen (15) days from the date of such notice
to make payment to Vendor for any payment deficiency. The amount of the payment deficiency will be determined
by multiplying the number of underreported Installed Systems or Services by the fee for such item. If
Customer is found to have underreported the number of Installed Systems or amount of Services by more than
five percent (5%), Customer shall, in addition to the fees, pay liquidated damages equal to twenty percent
(20%) of the underreported fees for loss of income and administration costs suffered by Vendor as a result.

Limitation of Liability

12. The Software is provided by the Vendor and accepted by the Licensee "as is". Liability of the Vendor
will be limited to a maximum of the original purchase price of the Software. The Vendor will not be liable
for any general, special, incidental or consequential damages including, but not limited to, loss of production,
loss of profits, loss of revenue, loss of data, or any other business or economic disadvantage suffered by the
Licensee arising out of the use or failure to use the Software.
13. The Vendor makes no warranty expressed or implied regarding the fitness of the Software for a particular
purpose or that the Software will be suitable or appropriate for the specific requirements of the Licensee.
14. The Vendor does not warrant that use of the Software will be uninterrupted or error-free. The Licensee
accepts that software in general is prone to bugs and flaws within an acceptable level as determined in the
industry.

Warrants and Representations

15. The Vendor warrants and represents that it is the copyright holder of the Software. The Vendor
warrants and represents that granting the licence to use this Software is not in violation of any other
agreement, copyright or applicable statute.

Confidentiality

16. Customer and Vendor agree to maintain the confidentiality of the proprietary information received
by the other party including non-public technical and business information for a period of two (2) years
after the termination of this Agreement. Vendor’s pricing and product roadmap are Vendor’s confidential
information. This section shall not apply to any publicly available or independently developed information.
17. All copyrights of additional software development provided by the Vendor, are owned by the Vendor
and/or it’s employees and/or contractors.

Acceptance

18. All terms, conditions and obligations of this Agreement will be deemed to be accepted by the
Licensee ("Acceptance") upon execution of this Agreement and installation of the Software.

User Support

19. Limited user support or maintenance is provided as part of this Agreement on an “as is” basis.
Is support is packaged with the sale, the scope is limited to the upgrade process and in time till End
Of Life of Red Hat 7: June 30, 2024.

Term

20. The term of this Agreement will begin on Acceptance of a software license key and is perpetual.

Termination

21. This Agreement will be terminated and the Licence forfeited where the Licensee has failed to
comply with any of the terms of this Agreement or is in breach of this Agreement. On termination of
this Agreement for any reason, the Licensee will promptly destroy the Software or return the Software
to the Vendor.

Force Majeure

22. The Vendor will be free of liability to the Licensee where the Vendor is prevented from
executing its obligations under this Agreement in whole or in part due to Force Majeure, such as
earthquake, typhoon, flood, fire, and war or any other unforeseen and uncontrollable event where the
Vendor has taken any and all appropriate action to mitigate such an event.

Governing Law

23. The Parties to this Agreement submit to the jurisdiction of the courts of Leuven, Belgium
for the enforcement of this Agreement or any arbitration award or decision arising from this
Agreement. This Agreement will be enforced or construed according to the laws of the Kingdom of Belgium.

Miscellaneous
24. This Agreement can only be modified in writing signed by both the Vendor and the Licensee.
25. This Agreement does not create or imply any relationship in agency or partnership between
the Vendor and the Licensee.
26. Headings are inserted for the convenience of the parties only and are not to be considered
when interpreting this Agreement. Words in the singular mean and include the plural and vice versa.
Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender
include the masculine gender and the feminine gender and vice versa.
27. If any term, covenant, condition or provision of this Agreement is held by a court of competent
jurisdiction to be invalid, void or unenforceable, it is the parties' intent that such provision be
reduced in scope by the court only to the extent deemed necessary by that court to render the provision
reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be
affected, impaired or invalidated as a result.
28. This Agreement contains the entire agreement between the parties. All understandings have been
included in this Agreement. Representations which may have been made by any party to this Agreement may
in some way be inconsistent with this final written Agreement. All such statements are declared to be
of no value in this Agreement. Only the written terms of this Agreement will bind the parties.
29. This Agreement and the terms and conditions contained in this Agreement apply to and are binding
upon the Vendor's successors and assigns.