Terms and conditions

Default - Sales Agreement – CORTEX Service SaaS Agreement

This Master Services Agreement (the "Agreement") is entered into by and between

ADB Safegate INSERT DETAILS OF THE LEGAL ENTITY THAT SELLS, hereinafter "ADB Safegate";

and

INSERT NAME AND DETAILS ABOUT THE CUSTOMER LEGAL ENTITY, hereinafter the "Customer",

collectively referred to as the "Parties".

Whereas

·       ADB Safegate provides CORTEX Service, a cloud-based maintenance asset management software platform (including a web application, native iOS mobile application, and API integrations) that simplifies maintenance task scheduling, tracking, and reporting; and

·       Customer wishes to subscribe to CORTEX Service for internal business operations at a designated site (e.g., one airport),

The Parties agree to the terms and conditions below to govern their commercial relationship.

1. Definitions

For the purposes of this Agreement, the following terms have the specified meanings:

            i.                  “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.

          ii.                  “Authorized Users” means individuals who access CORTEX Service under Customer’s account (e.g., Customer’s employees, agents, contractors). Customer is responsible for ensuring all Authorized Users comply with this Agreement and the End User License Agreement (EULA).

       iii.                  “Confidential Information” means any non-public information disclosed by one Party (“Disclosing Party”) to the other (“Receiving Party”) that is designated as confidential or that reasonably should be understood to be confidential given its nature and context. ADB Safegate’s Confidential Information includes CORTEX Service (and any underlying software, algorithms, and code), Documentation, and pricing or commercial terms offered to Customer. Customer’s Confidential Information includes any non-public business or technical information that Customer provides to ADB Safegate in connection with this Agreement. Personal Data may also be Confidential Information, subject to data protection laws and Section 12 (Data Privacy).

       iv.                  “Connected Products” means the assets monitored and managed by CORTEX Service, such as but not limited to IoT devices like lights, sensors, or appliances that primarily function to send their data to the cloud or other systems.

          v.                  “CORTEX Service” mean the cloud-based maintenance asset management system provided by ADB Safegate, encompassing all software (web and mobile apps, APIs), deliverables, Documentation, and related technology developed by ADB Safegate for Customer’s use.

       vi.                  “Customer Data” or “Submissions” means any data or content the Customer or the Authorized Users provide to, store on or create through CORTEX Service;

     vii.                  "Devices" means any equipment required for or compatible with the use of CORTEX Service, whether provided by ADB Safegate or a third party. Devices refer specifically to clients, such as computers, phones, tablets, or similar end-user hardware, that actively interact with or access services, applications, or networks. These devices are distinct from Connected Products.

  viii.                  “Documentation” means user guides, manuals, knowledge bases, and technical materials describing the features, functions, and use of CORTEX Service, as made available through CORTEX Service .

       ix.                  “End User License Agreement” or “EULA” means CORTEX Service General Terms and Conditions of Use, incorporated as Annex 1 to this Agreement, which governs the license terms, permitted use, data privacy, and support for Authorized Users of CORTEX Service.

          x.                  “Effective Date” means the date Customer first subscribes to or uses CORTEX Service.

       xi.                  “Fees” means all amounts payable by Customer for CORTEX Service, including Subscription fees, as detailed in this Agreement and relevant orders.

     xii.                  “Hardware” means the Devices, Connected Products or any IoT sensors for Connected Products.

     xiii.               “Subscription Term” means the period during which Customer is entitled to use CORTEX Service under an active Subscription (typically one (1) year, or as otherwise stated in an order or Statement of Work).

  xiv.                  “Subscription” means the tier or model of CORTEX Service selected by Customer (e.g., Cortex Connect, Cortex Connect + Cortex Maintenance), each associated with specific features and fees. Subscriptions may be paid or offered on a trial basis.

     xv.                  “Third-Party Services/Software” means any third-party software, services, or open-source components that ADB Safegate incorporates or provides access to as part of CORTEX Service. Use of Third-Party Services is subject to the third party’s terms.

All other capitalized terms used herein and not defined have the meanings given in the EULA (Annex 1).

2. Scope of CORTEX Service

2.1.                 Provision of CORTEX Service

ADB Safegate will provide CORTEX Service to Customer and its Authorized Users during the Subscription Term, including the features and support described in the Documentation and any Order Form or Statement of Work (SOW) mutually agreed in writing.

ADB Safegate shall ensure CORTEX Service materially conform to their descriptions in the Documentation and will deliver CORTEX Service with reasonable care and skill consistent with industry standards.

2.2.                 Subscription Models

Customer may choose from available Subscription offerings. Each Subscription grants access to specified modules and capabilities (e.g., asset management, maintenance scheduling) and includes standard Support Services as described in Section 6. The Subscription Cortex Connect provides core platform access, while Cortex Connect + Cortex Maintenance adds comprehensive maintenance management features. Each Subscription’s scope and pricing is defined in writing (order form or SOW).

2.3.                 Incorporation of EULA

The End User License Agreement (EULA) attached as Annex 1 is incorporated by reference. All Authorized Users must agree to the EULA upon accessing CORTEX Service. In case of conflict, this Agreement governs commercial terms (e.g., fees, payment, termination for non-payment), but the EULA governs license and usage terms, support, confidentiality, and data protection.

2.4.                 Customer’s Responsibility

Customer shall (a) ensure only its Authorized Users (under agreed user counts or site limits) access CORTEX Service; (b) be responsible for its Authorized Users’ compliance with this Agreement and the EULA; and (c) use CORTEX Service only for internal business operations and in accordance with the Documentation. Any usage beyond the Documentation’s scope or any sharing of CORTEX Service with third parties (e.g., Customer’s customers) is prohibited absent ADB Safegate’s prior written consent.

2.5.                 Third-Party Services

CORTEX Service may rely on or include Third-Party Services or Software (e.g., cloud hosting providers, open-source libraries). Customer acknowledges that:

a)         the use of Third-Party Services is subject solely to those third parties’ terms and licenses, which may be provided to Customer or referenced in the Documentation. Customer (and Authorized Users) must comply with such terms. Failure to do so is a breach of this Agreement;

b)         ADB Safegate makes no warranties or commitments regarding Third-Party Services’ performance. If a Third-Party Service becomes unavailable or causes issues, ADB Safegate is not liable for any resulting inability to use CORTEX Service or any required changes. No refunds or credits are due for Third-Party Service downtime; and

c)         ADB Safegate will, on request, provide a list of key Third-Party Software components in CORTEX Service.

2.6.                 Devices and Customer Systems

Certain Hardware (including Devices) or specific system integrations may be needed for optimal use of CORTEX Service.

If required Hardware is purchased from ADB Safegate, such purchase is under separate terms (per ADB Safegate’s hardware sale terms and any manufacturer warranties). ADB Safegate passes through any applicable third-party warranty to Customer.

If Customer uses non-ADB Safegate recommended Hardware or third-party systems, ADB Safegate disclaims all liability for compatibility or performance issues arising from such use. Customer assumes the risk of integrating CORTEX Service with its own or third-party systems not specified in the Documentation.

ADB Safegate will provide API endpoints and support documentation for integration with Customer’s systems where applicable. Any custom integration or development work by ADB Safegate would be subject to a separate professional services agreement or SOW.

3. Orders and Subscription Term

3.1.                 Ordering Process

Customer shall order CORTEX Service via ADB Safegate’s purchase order process or a mutually signed Statement of Work. Each order will specify the Subscription, the Subscription Term, and Fees. An order is binding once accepted by ADB Safegate (email confirmation suffices; no signature is required for acceptance). Any pre-printed or additional terms on Customer’s purchase documents have no effect unless expressly agreed by ADB Safegate in writing.

3.2.                 Subscription Term and Renewal

The initial Subscription Term is set forth in the order (if not specified the Subscription Term is one (1) year). Unless either Party gives written notice of non-renewal at least one (1) month before the end of the then-current term, the Subscription will automatically renew for successive terms equal in length to the initial term. Renewal fees will be at ADB Safegate’s then-current rates unless otherwise agreed.

3.3.                 Trial Subscriptions

If Customer accesses CORTEX Service on a Trial Subscription (e.g., a 90-day free trial), the trial period and any special terms will be specified (default 90 days). During a trial: (a) CORTEX Service are provided “AS IS” with no warranty; (b) support is at ADB Safegate’s discretion; (c) either Party can terminate the trial immediately without liability; and (d) ADB Safegate will delete Customer’s data within ninety (90) days after trial end if no paid Subscription follows.

4. Fees, Payment, and Taxes

4.1.                 Fees and Pricing

Customer shall pay ADB Safegate the fees for the chosen Subscription and any additional usage fees as set forth in the order or SOW. Unless otherwise stated, Fees are non-refundable except in the event of ADB Safegate’s uncured breach or termination for convenience as outlined in this Agreement. If Customer exceeds agreed usage limits (e.g., number of Connected Products), ADB Safegate may invoice additional fees at the agreed rate or require an upgrade to the appropriate Subscription tier.

4.2.                 Invoicing and Payment

ADB Safegate will invoice Customer upfront for each Subscription Term (or other billing period specified). Invoices are sent electronically to Customer’s designated billing contact. Payment terms are net thirty (30) days from invoice date, unless otherwise agreed in writing.

4.3.                 Late Payments

If Customer fails to pay any invoice on time, ADB Safegate may:

a)         suspend access to CORTEX Service (after at least one payment default notice and a fifteen (15)-day cure period) or until all overdue amounts are paid, and such suspension does not relieve Customer’s obligation to pay for the Subscription;

b)         charge late interest on overdue amounts at 8% per annum above the ECB base rate (or the maximum rate allowed by law) from the due date until paid; and

c)         recover collection costs (including reasonable attorneys’ fees and court costs) as permitted by applicable law (e.g., EU Directive 2011/7/EU on late payment and its local implementation laws).

ADB Safegate will provide notice before suspension or adding charges, allowing Customer a final opportunity to pay.

4.4.                 Fee Adjustments

ADB Safegate may adjust Subscription Fees for upcoming renewal terms by providing at least thirty (30) days’ notice prior to the renewal. Any fee increase above thirty percent (30%) entitles Customer to decline renewal and terminate the Agreement at the end of the current term without penalty, provided Customer gives notice of non-renewal before the new Fees take effect.

4.5.                 Taxes

All Fees are exclusive of VAT, sales tax, or similar taxes. Customer is responsible for any applicable taxes on CORTEX Service, except taxes on ADB Safegate’s income. ADB Safegate’s invoices will separately list any taxes due. If Customer is required by law to withhold taxes from any payment, the payment due shall be grossed-up so that ADB Safegate receives the full Fee amount as if no withholding were required. Customer shall provide any valid tax exemption certificates if applicable to avoid charged taxes.

5. License and Permitted Use

5.1.                 License Grant

Subject to timely payment of Fees and compliance with this Agreement, ADB Safegate licenses, not sells, CORTEX Service to Customer. During the Subscription Term, Customer and its Authorized Users are granted a non-exclusive, non-transferable, non-sublicensable license to install, access, and use CORTEX Service (including associated software and Documentation) solely for Customer’s internal business operations.

The license permits use on an unlimited number of Devices and by an unlimited number of Authorized Users at one (1) designated site (airport), unless otherwise specified in the order. Use of the CORTEX  Services to directly provide services to Customer’s own clients or any external commercialization is not permitted without ADB Safegate’s prior  express written consent.

Customer’s Affiliates may use CORTEX Service under this license provided (a) their use is for Customer’s benefit and within scope of this Agreement, and (b) Customer remains responsible for each Affiliate’s compliance.

5.2.                 Authorized Copies and Backup

Customer and Authorized Users may make a reasonable number of exports of any data in  CORTEX Service solely for backup or archival purposes. All copyright notices and proprietary legends must be retained on any such copies.

5.3.                 Restrictions

Except as expressly allowed in this Agreement or required by law, Customer shall not (and shall not permit others to):

a)         distribute or commercialize CORTEX Service outside Customer’s internal use (no selling, sublicensing, renting, leasing, or sharing with third parties);

b)         use CORTEX Service for any unlawful purpose or in violation of any applicable law or regulation;

c)         attempt to bypass or disable security features or user authentication of the Services, or probe and/or vulnerability test CORTEX Service without permission;

d)         share user logins or passwords among multiple individuals without ADB Safegate’s consent;

e)         transmit any viruses, worms, or malicious code through the Services;

f)            use CORTEX Service in a manner that adversely impacts ADB Safegate’s systems or other customers (e.g., excessive load, interference with performance);

g)          decompile, disassemble, reverse engineer, or attempt to derive source code or underlying ideas of CORTEX Service (and its software components), nor modify or create derivative works based on CORTEX Service (and its software components), except to the extent permitted by non-waivable law; and

h)         remove or obscure any proprietary notices on CORTEX Service (and its software components) or Documentation.

Customer will ensure that these restrictions are communicated to all Authorized Users. ADB Safegate reserves the right to suspend or terminate access for any Authorized User who violates these terms (after notice to Customer where practicable).

5.4.                 EULA Acceptance by Authorized Users

Customer must ensure each Authorized User accepts the End User License Agreement (EULA) upon first login to CORTEX Service. Customer will not allow any user to access CORTEX Service if the user rejects the EULA. Customer remains liable for any breach of the EULA by its Authorized Users.

6. Support and Updates

6.1.                 Standard Support

During the Subscription Term, ADB Safegate will provide Support Services for CORTEX Service as described in ADB Safegate’s support policy (accessible via its website). Standard support includes:

a)         access to Updates and new releases of CORTEX Service as they become generally available;

b)         online resources such as user guides, knowledge base, and self-help tools; and

c)         issue reporting and technical assistance via the channels indicated in the Documentation or support site.

Support is conditional on Customer being current on Fees. ADB Safegate may modify its support offering over time but not reduce core support services for an active Subscription term (any changes will apply from renewal).

6.2.                 Updates and Upgrades

ADB Safegate will provide all Updates (bug fixes, patches, minor enhancements) for CORTEX Service to Customer as part of the Subscription. Major new versions or modules may be offered as part of existing Subscriptions or as optional upgrades at ADB Safegate’s discretion. All Updates are subject to this Agreement and the EULA. ADB Safegate typically deploys Updates to its cloud platform automatically. The Customer shall cooperate in installing any client-side updates if needed for continued CORTEX Service functionality.

6.3.                 Additional Services

Unless otherwise expressly agreed, this Agreement does not include custom development, on-site training, dedicated integration work, or other professional services beyond the standard cloud service. If Customer requires additional services, the Parties may execute a separate agreement or SOW with applicable fees. ADB Safegate is not obligated to perform any tasks outside the standard CORTEX Service and Support scope absent such written agreement.

6.4.                 Service Level (Availability)

ADB Safegate will use commercially reasonable efforts to maintain high availability for CORTEX Service, aiming for at least 99.5% uptime excluding scheduled maintenance or factors outside ADB Safegate’s control. While specific SLA credits are not defined herein, persistent failure to meet reasonable availability standards may constitute a material breach, enabling Customer’s remedies under Section 11.4 (Termination for Cause) if not remedied.

6.5.                 Devices and Compatibility

ADB Safegate will specify any recommended or required Hardware (including Devices) for use with CORTEX Service in the Documentation.

The Customer is responsible for providing compatible Hardware (e.g., iOS devices for the mobile app) and network connectivity to use the cloud services.

For any ADB Safegate-provided Hardware, separate purchase terms apply as noted in Section 2.6.

7. Confidentiality

7.1.                 Each Party shall maintain the confidentiality of the other’s Confidential Information and not disclose it to any third party except as authorized. Each Party must use the same level of care to protect the other’s Confidential Information as it uses for its own confidential info of similar sensitivity, and at least a reasonable standard of care. Confidential Information shall only be used for purposes of fulfilling this Agreement and providing or using CORTEX Service. The Receiving Party may disclose Confidential Information only to its and its Affiliates’ employees, officers, agents, or subcontractors who need to know it for the permitted purpose and who are bound by obligations at least as protective as this Section. The Receiving Party will be responsible for any breach of confidentiality by its personnel or Affiliates.

7.2.                 Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to the Receiving Party prior to disclosure, without an obligation of confidentiality; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s information; or (d) is obtained from a third party who did not owe confidentiality to the Disclosing Party. Additionally, a Receiving Party may disclose Confidential Information if required by law or court order, provided it gives prompt notice (if legally permitted) to the Disclosing Party and cooperates in any effort to limit or protect the disclosure.

7.3.                 These confidentiality obligations commence on disclosure and survive for five (5) years after termination of this Agreement, except that trade secrets or highly sensitive information shall remain confidential as long as they remain trade secrets or confidential under applicable law.

7.4.                 Upon termination of this Agreement or upon Disclosing Party’s request, the Receiving Party shall promptly return or destroy (and certify destruction of) all Confidential Information of the Disclosing Party in its possession, except for copies required to be retained by law or for routine computer system backup, in which case confidentiality obligations hereunder continue to apply.

7.5.                 The Parties acknowledge that unauthorized disclosure of Confidential Information may cause irreparable harm. In the event of an actual or threatened breach of this Section, the Disclosing Party is entitled to seek immediate injunctive relief (without need to post a bond) in addition to any other remedies.

8. Intellectual Property Rights

8.1.                 ADB Safegate and its licensors retain all Intellectual Property Rights (patents, copyrights, trademarks, trade secrets, and other proprietary rights) in and to CORTEX Service, Software, Documentation, and any derivatives or improvements thereof. Except for the limited license rights expressly granted to Customer in Section 5, no rights or ownership are transferred to Customer.

8.2.                 If Customer or any Authorized User provides ADB Safegate with suggestions, feedback, or ideas for improvements to CORTEX Service, ADB Safegate may use and incorporate such feedback without any obligation (financial or otherwise) to Customer. Customer hereby grants ADB Safegate a perpetual, irrevocable, royalty-free license to use any feedback for any purpose.

8.3.                 Customer retains ownership of all Customer Data. Customer grants ADB Safegate a non-exclusive, royalty-free license to process and use Customer Data as necessary to provide CORTEX Service and Support to Customer, including improving CORTEX Service and ensuring security and operability. Additionally, Customer agrees not to upload any content to CORTEX Service unless it has the rights to do so, and will not hold ADB Safegate responsible for any third-party claims related to Customer Data. Except for this license, ADB Safegate does not claim ownership of Customer Data. ADB Safegate will handle Customer Data in accordance with Section 12 and the Privacy Notice referenced therein.

8.4.                 ADB Safegate may collect and use aggregated usage statistics and telemetry from CORTEX Service (excluding personal data) to improve its products and services. All such anonymized statistics are owned solely by ADB Safegate and will not be considered Customer Confidential Information.

8.5.                 Except for the rights expressly granted in this Agreement, neither Party grants the other any rights or licenses to its intellectual property. Customer shall not remove or alter any copyright notices or branding in CORTEX Service or Documentation. Both Parties agree not to challenge or infringe the other’s intellectual property rights. This Agreement does not grant Customer any rights to ADB Safegate’s trademarks or service marks, except as needed to identify ADB Safegate as the service provider or with prior written consent for marketing use (see Section 16.9).

9. Warranties and Disclaimers

9.1.                 Each Party represents and warrants that it has the full legal right and authority to enter into this Agreement and perform its obligations. Each Party will comply with all applicable laws and regulations in carrying out its obligations (including Customer’s use of CORTEX Service in compliance with export laws, data privacy laws, and other regulations).

9.2.                 ADB Safegate warrants that during the Subscription Term, CORTEX Service will materially conform to the Documentation and any service descriptions provided by ADB Safegate. ADB Safegate further warrants it will provide CORTEX Service with reasonable skill and care, and that it has not knowingly introduced any malicious code into CORTEX Service. This warranty does not cover non-material deviations, or issues caused by misuse, modifications by Customer, or use of CORTEX Service with Hardware or software not meeting requirements.

9.3.                 If CORTEX Service do not meet the above warranty, Customer must notify ADB Safegate in writing detailing the non-conformance. ADB Safegate will, at its option, either (a) re-perform or correct CORTEX Service to conform, or (b) if reproducible material defects cannot be corrected within a reasonable time, provide a pro-rata refund of prepaid Fees for the period CORTEX Service were non-conforming. This Section 9.3 sets forth Customer’s exclusive remedy for any breach of CORTEX Service warranty.

9.4.                 Except as expressly provided in this Agreement, CORTEX Service (including any trial use) are provided “AS IS”. To the maximum extent permitted by law, ADB Safegate disclaims all other warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. ADB Safegate does not warrant that CORTEX Service will be uninterrupted or error-free, or that all deficiencies can or will be corrected. Customer is responsible for its use of CORTEX Service and results obtained.

9.5.                 Customer warrants that it will use CORTEX Service only for lawful purposes and in accordance with this Agreement and Documentation. Customer further represents that the individual accepting this Agreement or any order on behalf of Customer has the authority to bind the Customer to this Agreement.

10.                    Limitation of Liability

10.1.           Neither Party will be liable to the other for any indirect, special, incidental, consequential, punitive, or exemplary damages, or for any loss of profit, revenue, data, or business opportunities, arising out of or in connection with this Agreement or the use or performance of CORTEX Service, even if advised of the possibility of such damages. This exclusion applies regardless of the legal theory (contract, tort, negligence, strict liability, etc.) and even if any limited remedy fails of its essential purpose.

10.2.           To the fullest extent not prohibited by law, each Party’s total cumulative liability arising out of or related to this Agreement (including the EULA and all orders), whether in contract, tort or otherwise, shall not exceed the total Fees paid by Customer to ADB Safegate in the twelve (12) months immediately preceding the claim. If no fees were paid (for example, during a trial), ADB Safegate’s liability is limited to €1,000 EUR.

10.3.           The limitations in this Section 10 do not apply to: (a) a Party’s indemnification obligations (if any are provided elsewhere or under law); (b) Customer’s payment obligations for CORTEX Service; (c) either Party’s liability for death or personal injury caused by its negligence or willful misconduct; (d) fraud or fraudulent misrepresentation; or (e) breaches of confidentiality or violation of the other Party’s intellectual property rights. In such cases, liability will be limited to the maximum extent permitted by applicable law.

10.4.           The Parties acknowledge that the Fees and terms of this Agreement reflect the allocation of risk and the limitations of liability specified herein, and that absent these limitations the economic terms of the Agreement would be different.

10.5.           Unless prevented by applicable law, the Parties expressly agree that any liability arising out of or related to this Agreement shall be strictly limited to the obligations and remedies provided under this Agreement. No Party shall be liable to the other for any claims, damages, or obligations arising outside the scope of this Agreement, whether under tort, quasi-contract, or any other legal theory not expressly provided for herein.

11.                    Term and Termination

11.1.           This Agreement commences on the Effective Date and continues for the duration of the Subscription Term, including any renewal terms, until terminated as provided herein.

11.2.           Either Party may elect not to renew a Subscription at the end of its term by giving at least one (1) month’s prior written notice to the other Party. In such case, the Agreement (and access to CORTEX Service) will expire at the end of the current Subscription Term.

11.3.           ADB Safegate may terminate this Agreement or any Subscription for convenience by providing one (1) month’s prior written notice to the Customer. In that event, ADB Safegate will refund any prepaid fees covering the period after termination effective date on a pro-rata basis. Additionally, ADB Safegate may terminate or suspend CORTEX Service upon notice if required by law or if providing CORTEX Service becomes impracticable due to factors outside ADB Safegate’s control (in such cases, a pro-rata refund for unused period will also be provided).

11.4.           Either Party may terminate this Agreement (including all Subscription rights) immediately upon written notice to the other if: (a) the other Party commits a material breach of this Agreement (or the EULA) and fails to cure such breach within thirty (30) days after receiving written notice describing the breach in reasonable detail; or (b) the other Party becomes insolvent, enters bankruptcy or liquidation proceedings, or has a receiver appointed over it, or analogous events indicating financial distress.

11.5.           Customer’s breach of license or use restrictions, confidentiality, or non-payment of Fees (beyond applicable cure period) are deemed material breaches. ADB Safegate’s material breaches would include repeated failure to provide CORTEX Service as contracted.

11.6.           Upon expiration or termination of this Agreement for any reason:

a)         all rights and licenses granted to Customer and Authorized Users immediately terminate. Customer (and Authorized Users) must cease all access and use of CORTEX Service, uninstall any provided software, and certify such cessation upon request.

b)         any Fees owed by Customer up to the termination date become immediately due.

If ADB Safegate terminated for Customer’s breach, Customer remains liable for Fees for the entire Subscription term and ADB Safegate will not refund any prepaid amounts. If Customer terminated for ADB Safegate’s breach, ADB Safegate will refund any pre-paid Fees for the period after termination.

11.7.           ADB Safegate will, within ninety (90) days after termination, delete or anonymize Customer’s data in CORTEX Service, except to the extent retention is required by law. ADB Safegate shall do so in accordance with its data retention policies and provide confirmation upon request. It is Customer’s responsibility to export any desired data before the termination effective date.

11.8.           Any provisions of this Agreement which by their nature should survive (such as confidentiality, limitations of liability, accrued payment obligations, governing law, etc.) shall continue in effect.

11.9.           In lieu of termination, ADB Safegate may suspend Customer’s access to CORTEX Service for cause: for example, during an uncured payment default (see Section 4.3) or if Customer’s use poses security or legal risks. ADB Safegate will whenever feasible provide notice and an opportunity to cure or discuss resolution before suspension. Suspension of specific users (rather than all CORTEX Service) may occur if an Authorized User violates the EULA or usage policies. ADB Safegate will restore suspended CORTEX Service once the issue is resolved.

12.                    Data Privacy and Security

12.1.           Each Party agrees to comply with applicable data protection laws, including the EU General Data Protection Regulation (GDPR) to the extent it applies to their role under this Agreement. ADB Safegate acts as a data controller for business contact information of Customer personnel it collects (e.g., names, work emails) for account management and communication. To the extent ADB Safegate processes any personal data from Customer’s use of CORTEX Service (such as user login details, or any personal data uploaded by Authorized Users), ADB Safegate will handle it in accordance with its Privacy Notice and GDPR requirements.

12.2.           ADB Safegate’s Privacy Notice (available at https://support.cortex-service.airside.cloud/ctx-svc/privacy and incorporated herein by reference) provides further details on how personal data is processed in relation to CORTEX Service. By entering this Agreement, Customer acknowledges this Privacy Notice. Customer is responsible for informing its Authorized Users of the processing of their personal data by ADB Safegate as described and obtaining their consent where required by applicable law.

12.3.           ADB Safegate may use Customer’s and Authorized Users’ business contact information (such as work email, phone, name, job title) to manage the account, provide support, and send relevant updates or marketing regarding similar ADB Safegate services. Any marketing emails will provide an opt-out mechanism, and Customer or Authorized Users can withdraw consent for marketing communications at any time. Such communications are meant to keep Customer informed about product updates, newsletters, and offers, and are governed by applicable direct marketing laws.

12.4.           Customer acknowledges ADB Safegate operates globally. To provide CORTEX Service, personal data may be stored or processed on servers located in or accessible from countries outside the EU/EEA. ADB Safegate commits that any such cross-border transfers will be done in compliance with GDPR – for example, using EU Commission Standard Contractual Clauses or transferring to jurisdictions with an adequacy decision, and implementing appropriate technical and organizational security measures. ADB Safegate will provide details of transfer safeguards on request and in its Privacy Notice.

12.5.           ADB Safegate will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data within CORTEX Service. This includes measures against unauthorized access or disclosure. However, Customer is responsible for maintaining the security of its own systems and credentials used to access CORTEX Service. Authorized Users should safeguard their passwords and immediately inform ADB Safegate of any unauthorized account use. In case of any data breach affecting Customer’s data, ADB Safegate will notify Customer without undue delay with relevant details and remedial actions, in accordance with GDPR Article 33 and applicable law.

12.6.           If required by GDPR for the nature of data processed (for instance, if ADB Safegate is deemed a data processor for certain personal data within Customer’s use of CORTEX Service), the Parties will enter into a separate Data Processing Agreement (DPA) to address roles and responsibilities for personal data protection and to ensure compliance.

13.                    Indemnification

13.1.           Customer agrees to indemnify and hold harmless ADB Safegate and its Affiliates, officers, directors, and employees from any third-party claims, damages, or liabilities (including reasonable legal fees) arising out of: (i) Customer’s or any Authorized User’s breach of this Agreement or the EULA; (ii) Customer’s or Authorized User’s misuse of CORTEX Service in violation of law or third-party rights; or (iii) Customer Data or Submissions that infringe or violate any rights (such as intellectual property or privacy rights) of any third party. ADB Safegate will promptly notify Customer of any such claim and allow Customer to control the defense (with ADB Safegate’s cooperation). Customer shall not settle any claim that involves an admission of liability of ADB Safegate or imposes any non-monetary obligation on ADB Safegate without ADB Safegate’s prior written consent.

13.2.           (Optional – Intellectual Property Indemnity) ADB Safegate will defend Customer against any third-party claim that Customer’s use of CORTEX Service (as provided by ADB Safegate and when used in compliance with this Agreement) directly infringes a valid patent or copyright or misappropriates a trade secret, and will indemnify Customer from any damages awarded or settlements approved, provided that Customer promptly notifies ADB Safegate of the claim, allows ADB Safegate to control the defense and settlement, and cooperates fully. If such a claim appears likely, ADB Safegate may, at its option, (a) modify or replace CORTEX Service to be non-infringing; (b) procure a license for Customer to continue using CORTEX Service; or (c) if neither (a) nor (b) is feasible, terminate the Agreement and refund any prepaid fees for the remaining term. ADB Safegate has no obligation for claims arising from Customer Data, third-party software, or Customer’s modifications or use of CORTEX Service in combination with items not provided by ADB Safegate. This section states ADB Safegate’s entire liability for IP infringement claims.

14.                    Force Majeure

Neither Party will be liable for any delay or failure in performing its obligations (excluding payment obligations) due to causes outside its reasonable control (“Force Majeure”), such as natural disasters, war, acts of terror, labor disturbances not involving the affected Party’s employees, internet or telecommunication failures, power outages, governmental actions, or pandemics. The affected Party shall promptly notify the other and make reasonable efforts to mitigate the impact of the Force Majeure event. If the Force Majeure event continues for more than ninety (90) days, either Party may terminate the Agreement with written notice, without liability beyond refund of any prepaid fees for undelivered CORTEX Service. CORTEX Service suspended due to Force Majeure will resume as soon as the event is resolved sufficiently.

15.                    Dispute Resolution and Governing Law

15.1.           In the event of any dispute, claim, or controversy arising out of or relating to this Agreement or CORTEX Service, the Parties agree to first attempt in good faith to resolve the issue by escalating it to their senior management. Either Party may request an executive meeting (in person or virtual) with appropriate decision-makers to seek a mutually acceptable solution.

15.2.           This Agreement shall be governed by and construed in accordance with the laws of Belgium, excluding its conflict of law rules and the UN Convention on Contracts for the International Sale of Goods. The Parties expressly opt out of any application of foreign law to their relationship, and choose Belgian law.

15.3.           The courts of Brussels, Belgium shall have exclusive jurisdiction over any disputes or legal proceedings arising out of or related to this Agreement. Each Party consents to the personal jurisdiction of these courts. Nothing however prevents ADB Safegate from seeking enforcement of judgments or injunctive relief in any appropriate jurisdiction (including where Customer is located) to ensure effective relief.

15.4.           As an alternative to court litigation, the Parties may agree to submit any dispute to binding arbitration under the rules of the International Chamber of Commerce (ICC) with seat in Brussels and proceedings in English. If both Parties do not agree to arbitration, the default forum is as stated in Section 15.3.

15.5.           In any action or proceeding to enforce rights under this Agreement, the prevailing Party shall be entitled to recover its reasonable legal fees, court costs, and other expenses from the other Party, to the extent allowed by the court or arbitrator.

16.                    Miscellaneous

16.1.           Entire Agreement

This Agreement (including its Annexes such as the EULA, and any executed order forms or SOWs) constitutes the entire agreement between the Parties with respect to CORTEX Service and supersedes all prior or contemporaneous communications, proposals, or agreements (whether oral or written) related to its subject matter. Each Party acknowledges that in entering this Agreement it has not relied on any statements not expressly set out herein. In the event of any conflict between this Agreement and the EULA (Annex 1), the terms of this Agreement shall prevail for commercial/business terms, and the EULA shall prevail for terms governing end-user usage, license scope, and similar matters.

16.2.           Modifications

Except as stated below for the EULA, no modification or amendment to this Agreement will be binding unless in writing and signed by authorized representatives of both Parties.

Notwithstanding the foregoing, ADB Safegate may update the EULA (Annex 1) from time to time to reflect changes in CORTEX Service or legal requirements. ADB Safegate will notify Customer (or Authorized Users) of any material updates to the EULA (e.g., via email or in-app notification). Continued use of CORTEX Service after the effective date of updated EULA terms constitutes acceptance of the new terms. If Customer objects to a material change in the EULA that substantially adversely affects its rights, Customer may terminate the Agreement within thirty (30) days of notice of the change and receive a pro-rata refund of prepaid fees for the remaining term. Otherwise, the updated EULA will automatically apply.

16.3.           Assignment

Neither Party may assign or transfer this Agreement or any rights or obligations hereunder to a third party without the prior written consent of the other Party, which shall not be unreasonably withheld or delayed. However, either Party may assign this Agreement without consent to an Affiliate or a successor in the event of a merger, acquisition, corporate reorganization, or sale of all or substantially all its assets related to this Agreement. ADB Safegate may also assign the right to receive payments without consent. Any purported assignment in violation of this section is void. This Agreement will bind and inure to the benefit of the Parties, their successors and permitted assigns.

16.4.           Independent Contractors

The Parties are independent contractors. Nothing in this Agreement is intended to create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. Neither Party has the authority to bind the other or incur obligations on the other’s behalf.

16.5.           No Third-Party Beneficiaries

This Agreement is for the benefit of the Parties and their permitted successors only. There are no third-party beneficiaries to this Agreement, and no third party may enforce any provision hereof, except that Affiliates of ADB Safegate are intended beneficiaries of the limitations of liability and protections of intellectual property and Confidential Information.

16.6.           Waiver

A failure or delay by either Party to enforce any term or exercise any right under this Agreement does not constitute a waiver of that term or right. Any waiver must be explicit and in writing to be effective, and a one-time waiver does not imply any future waivers.

16.7.           Severability

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, that provision will be deemed modified to the minimum extent necessary to make it valid and enforceable, or if not possible, it will be severed from this Agreement. The remainder of the Agreement remains in full effect. The Parties will negotiate in good faith a lawful and enforceable substitute provision that most nearly reflects the original intent.

16.8.           Notices

All legal or formal notices under this Agreement must be in writing and in English, and sent to the contact addresses (physical and email) specified by each Party. Notices shall be delivered by email with confirmation of receipt, followed by a copy sent via registered mail or international courier. Notices are deemed given: (a) three(3) days after posting if sent by standard mail; (b) upon delivery confirmation if sent by registered mail or courier; or (c) twelve (12) hours after the email is sent, if no bounce or error is received. Routine operational communications (such as support tickets or system alerts) may be sent by email without the above formality.

16.9.           Marketing Rights

Each Party grants the other a limited right to use the other’s name and logo strictly to identify the other Party as a business partner or customer, for marketing or reference purposes. For example, ADB Safegate may list Customer’s name/logo in client lists or case studies, and Customer may state it uses CORTEX Service from ADB Safegate. Any use of trademarks will be in accordance with the trademark usage guidelines provided by the owning Party. Neither Party will misrepresent the relationship or issue any press release without prior written consent of the other (not to be unreasonably withheld).

16.10.     Counterparts and Electronic Signature

This Agreement may be executed in counterparts (including via electronic signature or scanned PDF), each of which is considered an original and together form one agreement. A reproduction of the executed Agreement made by reliable means (photocopy, PDF) is considered an original.

16.11.     Headings and Interpretation

Section headings are for convenience only and shall not affect interpretation. Terms like “including” are to be construed without limitation. Any ambiguity shall not be interpreted against the drafter.

16.12.     Language

This Agreement is drafted in English. If it is translated into any other language, the English version shall prevail to the extent of any inconsistency. All communications and notices shall be in English.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

Made in duplicate, each Party having received its own copy.

ADB Safegate                                                                                                                NAME CUSTOMER

NAME                                                                                                                                  NAME

TITLE                                                                                                                                    TITLE

DATE                                                                                                                                    DATE

Annex 1: End User License Agreement (EULA) – CORTEX Service

LAST UPDATED: DATE

PLEASE READ CAREFULLY: This End User License Agreement (“EULA”) governs each individual user’s access to and use of CORTEX Service provided by ADB Safegate. By clicking “Accept” or logging into the CORTEX platform, you (“User”) acknowledge that you have read and agree to be bound by this EULA. If you are accessing CORTEX Service on behalf of an organization (e.g., your employer, who is ADB Safegate’s Customer), you represent that you have the authority to bind that organization to these terms, and “User” or “you” also includes that organization. If you do not agree to these terms, you must not access or use CORTEX Service.

1. Definition

 i.                             “CORTEX Service” or “Services” means the cloud-based maintenance asset management system provided by ADB Safegate, including the web application, mobile application, APIs, and any related software, content, or Documentation. It encompasses the features for asset identification, visualization, maintenance scheduling, tracking, and reporting that ADB Safegate makes available to Users under this EULA.

          ii.                  “Customer” means the company or legal entity that has subscribed to CORTEX Service via a Customer Contract (e.g., your employer or the organization you represent).

       iii.                  “Customer Contract” means a master services agreement or other contract between the Customer and ADB Safegate by which the Customer has subscribed to CORTEX Service. The Customer Contract governs the commercial terms of the Services (fees, Subscription term, etc.), and this EULA governs the User’s rights and responsibilities.

       iv.                  “Documentation” means the user guides, manuals, knowledge base articles, and technical documentation for the Services, accessible via ADB Safegate’s website or provided with the Services. The Documentation describes the proper use and functionality of the Services.

v.                             “Software” means all software programs, applications, tools, and code (in object or source code form) that underlie or comprise part of CORTEX Service, including any Updates. This includes the CORTEX web platform, mobile apps, and any integration components provided by ADB Safegate.

vi.                             “Submissions”  means the data, information, text, images, or other content related to maintenance activities or asset information that you input, upload, or store when using the Services.

vii.                             “Subscription” means the term-based right of the Customer (and its Users) to access the Services, as defined in the Customer Contract. It may be a paid subscription or a trial, and it defines the scope (modules, user count, site) and duration of access.

  viii.                  “Third-Party Services”  or  “Third-Party Software” means third-party provided software, services, libraries, or APIs that may be incorporated into or used by the Services (for example, mapping services, open-source components, or authentication providers). These remain subject to their own license terms.

ix.                             “Subscription Term” means the duration of the Subscription (e.g., one year, or trial period).

x.                             “Updates” means any updates, upgrades, new versions, patches, bug fixes, or enhancements to the Software that ADB Safegate deploys or provides during the Subscription Term. Updates are included as part of the Services and subject to this EULA.

       xi.                  “User” or “Authorized User” means the individual accepting this EULA, who is authorized by a Customer (typically your employer or contracting entity) to use the Services under that Customer’s Subscription. A User may be an employee, agent, or contractor of the Customer.

Other capitalized terms not defined in this EULA have the meanings given in the Customer Contract.

2. Acceptance of Terms

By using the Services, you confirm that you accept this EULA and agree to comply with it. If you do not agree, you must immediately discontinue use. Each time you log in, you reaffirm acceptance of the then-current EULA. ADB Safegate reserves the right to update this EULA and will notify Users of significant changes, typically through an in-app notice or email. Continued use after changes means you accept the new terms.

3. License to Use the Services

3.1.                 License Grant

Subject to your compliance with this EULA and the scope of the Customer’s Subscription, ADB Safegate grants you a limited, non-exclusive, non-transferable, non-sublicensable license to install (if applicable) and use the Software and Services during the Subscription Term, solely for the internal business purposes of the Customer. This includes the right to access the web application, use the mobile app on supported devices, and make use of the Services’ features as described in the Documentation. You may also make reasonable copies of any client software or Documentation for backup purposes, provided you do not remove any proprietary notices.

3.2.                 Permitted Use

You are authorized to use the Services only for legitimate business purposes of the Customer (for example, managing maintenance tasks at Customer’s facility). Use of the Services is permitted on an unlimited number of your devices (computers, tablets, phones) for your use, and you may only use accounts provided to you by virtue of your relationship with the Customer. Direct use of the Services by any entity or person that is not the Customer or its Authorized Users is prohibited without explicit permission.

3.3.                 Restrictions

You agree not to:

a)         share your login credentials with anyone else or allow unauthorized users to access the Services through your account. You are responsible for all activity on your account;

b)         copy (except for backups), reproduce, distribute, or make available any part of the Software or Services to any third party, unless expressly allowed in writing by ADB Safegate. For example, you cannot embed the software into a product offered to others, or host it for third parties’ use;

c)         rent, lease, sell, sublicense, or otherwise commercialize the Services or Software, or use it to provide services to third parties (e.g., as a service bureau), beyond the Customer’s internal operations;

d)         use the Services to store or transmit any viruses, malware, or harmful code, or do anything that could harm the functionality of the Services or ADB Safegate’s systems;

e)         attempt to bypass or undermine the security or access controls of the Services, such as attempting to gain unauthorized access to other accounts, or to discover the underlying source code through reverse engineering or other means;

f)            use the Services for any unlawful purpose, or in violation of any laws (e.g., export control, data privacy, or harassment laws), or in violation of any contractual obligations you have;

g)          use the Services in a manner that adversely impacts the stability or performance for other users (e.g., initiating unreasonable numbers of API calls, or automated scraping of data without permission); and

h)         modify, adapt, translate, or create derivative works based on the Software, nor remove any copyright or proprietary notices, except as allowed by applicable law or with ADB Safegate’s prior consent.

Violation of these restrictions may result in immediate suspension or termination of your account (and potentially the Customer’s Subscription), in addition to any legal remedies.

3.4.                 Documentation Adherence

You agree to use the Services in accordance with any guidelines and limitations set out in the Documentation. Using the Services in a way not described in the Documentation or not intended by the design of the Software is at your own risk and is not supported. If you are unsure whether something is permitted, refer to the Documentation or seek guidance from ADB Safegate support.

4. Account Registration and Security

4.1.                 Account Information

In order to use the Services, you will have an account created by the Customer or ADB Safegate, typically associated with your work email or a unique username. You may be required to provide certain information (name, contact info) and set a secure password. You agree to provide accurate and current information for your account and keep it updated as necessary. Using false identity information or impersonating someone else is strictly prohibited.

4.2.                 Account Security

You are responsible for maintaining the confidentiality of your login credentials. Do not share your password or allow others to use your account. If you suspect your account has been compromised (e.g., you notice unauthorized activity), you must notify ADB Safegate or your system administrator immediately. ADB Safegate is not liable for any loss or damage resulting from unauthorized use of your account if you failed to keep your credentials secure.

4.3.                 Single Sign-On

In some cases, your organization (Customer) might integrate its Single Sign-On (SSO) system with CORTEX Service for user authentication. In such cases, your authentication is handled by your organization’s identity provider, and additional terms or processes might apply (for example, multi-factor authentication or corporate password policies). You agree to comply with your organization’s policies on access and authentication.

4.4.                 Account Suspension

ADB Safegate reserves the right to refuse registration of an account or to suspend or terminate any user account that it reasonably believes is being used in violation of this EULA or for any malicious or illegal activity. Typically, ADB Safegate will coordinate with the Customer (your employer) before taking action, unless urgent action is required to prevent harm.

5. User Content and Submissions

5.1.                 Your Submissions

The Services may allow you to input, upload, or store Submissions. You retain ownership of any intellectual property rights you hold in your Submissions. However, by using the Services, you grant ADB Safegate a non-exclusive, royalty-free license to use, process, transmit, and display your Submissions as needed to provide the Services to the Customer and its users. For example, if you upload a maintenance report, you give ADB Safegate the right to store it on its servers, back it up, and display it to other Authorized Users in your organization.

5.2.                 Responsibility for Content

You are solely responsible for the Submissions you make. This means:

a)         you must ensure you have all necessary rights and permissions to submit the content to the Services and to grant the license in Section 5.1. Do not upload anything that you do not have permission to use;

b)         you must not upload any content that is illegal, defamatory, harassing, infringing, or violates privacy or other laws. Do not upload viruses or malicious code;

c)         if you include personal data about individuals (e.g., names or contact info in a work order), you must ensure doing so is compliant with applicable privacy laws and necessary for the business purpose. Avoid uploading sensitive personal data unless absolutely needed and approved by the Customer.

ADB Safegate is not responsible for the content of Submissions made by you or other Users. ADB Safegate does not actively monitor user content but may remove any content it becomes aware of that violates this EULA or the law.

5.3.                 Intellectual Property in Submissions

You should not upload or share any content via the Services that is protected by others’ intellectual property rights (such as copyrighted manuals, logos, or images) unless you have permission. If you do post such content, you represent that you have the right to do so. You agree to indemnify ADB Safegate (per Section 11.1 below) for any third-party claims that arise from your Submissions infringing or misusing someone else’s rights.

5.4.                 No Sensitive Personal Data

The Services are not intended for any highly sensitive personal data such as personal health information, credit card numbers, or biometric identifiers. You agree not to store such data in the system unless a specific arrangement with ADB Safegate exists. ADB Safegate is not liable for any such sensitive data uploaded contrary to this provision.

5.5.                 Data Backup

ADB Safegate will take reasonable measures to back up data on the Services, but it is primarily the Customer’s responsibility to ensure critical data is backed up. As a User, if you delete or modify any data, it may be permanently lost for the Customer. Be cautious and follow any data retention policies your organization has.

6. Support and Updates

6.1.                 Support

If you encounter an issue with the Services (e.g., a bug or an outage), support will generally be provided through your organization’s designated support contacts or directly by ADB Safegate’s support team. Refer to the support section of the Documentation for how to raise support tickets or requests. Standard support (during normal business hours) is provided as part of the Subscription. Enhanced support may be available if the Customer has a support agreement.

6.2.                 Updates

ADB Safegate may deploy Updates to the Services from time to time, which may add, change, or remove functionalities. These Updates can occur automatically. In some cases (like mobile apps), you might need to download an updated version. You agree to accept and install such Updates promptly. Major changes to the user interface or features will typically be communicated via release notes or in-app notifications.

6.3.                 Service Availability

The Services are cloud-based and typically available 24/7 except for maintenance windows. ADB Safegate will attempt to schedule maintenance during off-peak hours and with notice when feasible. However, emergency maintenance may occur without notice. As a User, if you experience downtime, you can report it, but remedies (if any) are handled under the Customer Contract. This EULA itself does not guarantee any specific uptime to Users.

6.4.                 Third-Party Dependencies

Some features of the Service might depend on third-party services (e.g., a mapping service API to show asset locations). If a third-party service ceases to be available or is replaced, ADB Safegate may modify or remove the affected feature. ADB Safegate will not be liable for unavailability of features due to third-party issues.

6.5.                 No-charge Services

If any part of the Service is provided as a free or beta feature to you or the Customer (such as a trial version), it is provided “AS IS” with no warranties of any kind.

7. Intellectual Property of ADB Safegate

7.1.                 All rights, title, and interest in CORTEX Service, Software, and Documentation, including all intellectual property rights (like copyrights, patents, trade secrets, and trademarks), belong to ADB Safegate or its licensors. You are granted a limited license to use them under this EULA, but you do not own them. You shall not assert any ownership over the Software or Services, or any derivative works thereof.

7.2.                  You must not remove, alter, or obscure any copyright, trademark, or other proprietary rights notices on the Software or displayed by the Services. This includes not deleting any “Powered by ADB Safegate” type references if present, or any license files for open-source components if provided.

7.3.                 “ADB Safegate”, “CORTEX”, and associated logos are trademarks of ADB Safegate. This EULA does not grant you any right to use ADB Safegate’s names or logos for any purpose, except as may be incorporated in the Services interface you are using. Any permitted use of trademarks must comply with ADB Safegate’s trademark guidelines (e.g., you might not remove or alter a logo displayed within the app).

7.4.                 If you provide ADB Safegate with any feedback, suggestions, or ideas regarding the Services (“Feedback”), you agree that ADB Safegate is free to use and incorporate that Feedback in its products without any obligation to you. Feedback is completely voluntary, and ADB Safegate has no obligation to acknowledge or compensate you for it.

8. Warranty Disclaimer

8.1.                 You represent that you are authorized by the Customer to use the Services, and that you are not located in a country embargoed by the EU or U.S. and are not on any prohibited party list. You will fully comply with all applicable export laws and regulations.

8.2.                 Except for the limited warranties explicitly stated in the Customer’s contract (if any), ADB Safegate provides the Services to Users “AS IS” and “AS AVAILABLE”, without additional warranties of any kind in this EULA. To the maximum extent permitted by law, ADB Safegate disclaims any and all warranties, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, or that the Services will be uninterrupted or error-free. For example, ADB Safegate does not guarantee that using the Services will result in any specific efficiency gains or that all defects will be corrected. While ADB Safegate warrants to the Customer that the Services will function substantially as described, this EULA focuses on the user relationship: any remedies for breach of warranty would be handled between ADB Safegate and the Customer. As a user, you generally cannot claim breach of warranty directly under this EULA; that would be the Customer’s right under the Customer Contract.

8.3.                 ADB Safegate does not warrant that data or outputs you obtain through the Services (e.g., reports, analytics) are 100% accurate or will meet your requirements. It’s a tool to assist you; you should use professional judgment in relying on the data.

8.4.                 Any third-party software or services integrated or provided with the Services (like open source components) are provided “AS IS” without any warranty by ADB Safegate. However, such components might come with their own licenses or warranties from their author. ADB Safegate passes those through to you to the extent permitted. If you’d like details on third-party components, you can request a list from ADB Safegate.

8.5.                 If you are using any feature labeled “Beta”, “Preview”, or otherwise indicated as experimental, you understand that feature is in development, may be unstable, and is provided without any warranties whatsoever. Beta features may be changed or removed at ADB Safegate’s sole discretion.

8.6.                 You (and Customer) warrant that your use of the Services and all data you input will not violate any laws or rights of others. You agree to indemnify ADB Safegate if, for example, you upload illegal content and it causes ADB Safegate to face a claim (see Section 11.1).

9. Limitation of Liability

9.1.                 To the maximum extent permitted by applicable law, ADB Safegate (and its suppliers or affiliates) shall not be liable to you for any indirect, incidental, special, consequential or punitive damages, or any loss of data, loss of revenues or profits, business interruption, or costs of substitute services, arising out of or related to your use of or inability to use the Services. This exclusion applies even if ADB Safegate has been advised of the possibility of such damages and even if a remedy fails of its essential purpose.

9.2.                 ADB Safegate’s total liability to you (in your capacity as a User, which is typically covered under the Customer’s contract as well) for any claim arising from this EULA or the Services shall not exceed €100 EUR, as this EULA directly does not involve a payment by you.

9.3.                 The limitations in this Section 9 apply to any claims, whether based on warranty, contract, statute, tort (including negligence) or otherwise. Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of certain damages; to that extent, some of these disclaimers may not apply to you.

9.4.                 Nothing in this EULA limits or excludes ADB Safegate’s liability for gross negligence, willful misconduct, death or personal injury caused by its negligence, or any other liability to the extent it cannot be limited or excluded by law. Additionally, the limitations do not apply to any indemnification obligations stated in Section 11.

9.5.                 You acknowledge that the Customer Contract may contain its own limitations of liability covering how claims between Customer and ADB Safegate are handled. This EULA’s limits are intended to be consistent with those and to ensure individual users do not expand the overall liability exposure. If you personally incur damage or loss due to the Services, typically your employer (the Customer) would handle the claim with ADB Safegate.

9.6.                 Using cloud services inherently comes with some risks (like outages or data loss beyond backups). By using the Services, you acknowledge these risks. If you are particularly concerned about any data or operation, you should ensure backup measures are in place and key data is preserved outside the system when necessary.

10.                    Termination

10.1.           This EULA is effective from the moment you first accept it and continues until your access to the Services is terminated or the Customer’s Subscription ends, whichever comes first. If the Customer’s contract with ADB Safegate expires or is terminated, your right to use the Services also terminates.

10.2.           If you no longer agree to the terms of this EULA, you must stop using the Services. You might also contact your administrator to deactivate your account. However, simply uninstalling the app or walking away does not by itself terminate your obligations that have accrued (like confidentiality).

10.3.           ADB Safegate (or the Customer’s admin on ADB Safegate’s platform) may suspend or terminate your user account immediately, if you violate any material terms of this EULA (for example, if you misuse the system to attack others or steal data). ADB Safegate or your admin will usually provide notice of the suspected breach and may give an opportunity to remedy if feasible.

ADB Safegate also reserves the right to terminate your access with at least one (1) month’s notice for any reason. This would typically happen if the Customer’s entire service is being terminated or if a particular user base is being phased out. In such cases, if you are within a paid term, the Customer would get a pro-rata refund for unused time.

If the Customer’s Subscription ends (not renewed or terminated), all User accounts under that Subscription will be deactivated when the service ends (unless converting to a trial or extended access by arrangement).

10.4.           Upon termination of your access:

a)         you must immediately stop using the Services. You should delete any local software or applications provided to you under this EULA (like uninstall the mobile app, if you won’t have a valid login anymore); and

b)         you may lose access to any data or content you have put into the Services, and you should ensure any needed data is exported or saved prior to termination. After termination, ADB Safegate will handle the Customer’s data as described in the Customer contract (generally, data deletion or anonymization within ninety (90) days).

Sections of this EULA that by their nature should survive termination (such as confidentiality, limitations of liability, and governing law) will continue to apply.

10.5.           Except as provided in the Customer’s contract (which might allow refund to Customer for ADB Safegate’s early termination), you are not entitled to compensation or damages for loss of access when your account is terminated in accordance with this EULA.

10.6.           If the Customer signs a new agreement or transfers to a different ADB Safegate service, you might be asked to accept a new EULA. At that point, this EULA would terminate and the new terms would govern your use of the new service.

11.                    Indemnification

11.1.           You agree to indemnify, defend, and hold harmless ADB Safegate, its affiliates, officers, directors, employees, and agents from and against any and all third-party claims, losses, liabilities, damages, or expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your breach of this EULA; (b) your violation of any law or third-party rights in connection with your use of the Services; or (c) any content or data you submit that causes harm or infringement to a third party. In simpler terms, if a third party (for example, a regulator or another company) sues ADB Safegate because of something you did (like you uploaded illegal content or you misused the service to harass someone), you will cover ADB Safegate’s cost for that.

11.2.           ADB Safegate will (a) promptly notify you of such claim (unless legally prevented, or if they instead notify the Customer assuming the Customer will handle it); (b) allow you to control the defense and settlement of the claim (provided you diligently pursue it and any settlement releases ADB Safegate of all liability and does not impose obligations on ADB Safegate); and (c) cooperate with you (at your expense) in the defense. ADB Safegate has the right to participate in the defense with its own counsel at its own expense.

11.3.           Often, the Customer (your employer) will shoulder this indemnification obligation since they ultimately control and benefit from your actions as a user. If ADB Safegate gets an infringement claim or a data claim due to user actions, typically it would engage with the Customer. This EULA includes the user’s commitment to cover issues, but practically it may be handled by the Customer.

11.4.           Under the Customer Contract, ADB Safegate may have certain indemnification obligations to cover claims like intellectual property infringement by the Software. Those terms flow down to benefit the Customer, and indirectly benefit you as a user (because if a part of the software is found infringing and you can’t use it, ADB Safegate will fix it or cover costs as per that agreement). However, this EULA (between ADB Safegate and you as an individual user) does not separately promise you an indemnity from ADB Safegate. You would rely on your organization to enforce those rights on your behalf.

12.                    Privacy and Data Protection

12.1.           Personal Data

To the extent the Services involve processing personal data of Users (like your name, email, and usage logs) or others, ADB Safegate will handle such personal data in accordance with applicable data protection laws and the ADB Safegate Privacy Notice. By accepting this EULA, you also agree to ADB Safegate’s Privacy Notice, which is incorporated herein by reference [ADD LINK, TBD]. The Privacy Notice explains what data is collected and how it is used, including for support and product improvement.

By accepting this EULA, you further acknowledge and agree that ADB Safegate may collect, process, and use the personal data you provide to enable the functionality of the Services and ensure their proper operation. This includes, but is not limited to, data necessary for account creation, service access, technical support, and product improvement.

12.2.           Business Contact Information

You acknowledge that ADB Safegate may use your business contact information (such as your work email and phone number) to send you service updates, maintenance announcements, or marketing communications related to ADB Safegate’s products. These communications are distinct from the personal data processing described in Section 12.1. You can opt-out of marketing emails at any time by following the unsubscribe instructions in those emails. However, you may still receive transactional emails necessary for service operation or support.

12.3.           Data Transfers

As a global service, the personal data associated with your account may be processed on servers in various countries, possibly outside of your country of residence. If you are in the EU or a similar jurisdiction, ADB Safegate ensures appropriate safeguards are in place for cross-border data transfers (such as Standard Contractual Clauses or equivalent). By using the Services, you consent to such transfers for the purpose of providing the Services.

12.4.           Confidentiality of Data

Subject to Section 5, ADB Safegate will treat user data and communications content as confidential and will not disclose it to third parties except as needed to provide the Services or as required by law. If ADB Safegate is required by law (e.g., subpoena or court order) to disclose any of your data, it will, where legally permitted, provide you or the Customer with notice to allow an opportunity to seek a protective order.

12.5.           User Responsibilities

You also have a role in keeping data private: do not share confidential or personal data with unauthorized parties, and follow your organization’s policies on data classification. If you handle personal data of others in the Service (for example, adding contact info or names of other people), you must do so in compliance with applicable privacy laws (like GDPR) and only as necessary for the Service’s intended use.

12.6.           Data Subject Rights

If you are an individual in certain jurisdictions (like the EU), you may have rights to access, correct, or delete personal data stored about you in the Services. Those requests should typically be directed to the Customer (your employer), as they are the data controller. ADB Safegate will assist the Customer in responding to such requests per the terms of the Customer contract or as required by law.

13.                    General Provisions

13.1.           Governing Law

This EULA is governed by the laws of Belgium, without regard to its conflict of law principles. However, since you as a User are typically tied to the Customer’s location, any local mandatory consumer or employee protection laws may also apply to the extent you use this as a consumer (though typically you use it as part of your job, not as a personal consumer product).

13.2.           Jurisdiction

Any disputes arising from this EULA shall be subject to the exclusive jurisdiction of the courts of Brussels,Belgium. You and ADB Safegate consent to that venue and jurisdiction. However, nothing prohibits ADB Safegate from seeking injunctive relief in any appropriate jurisdiction if you have breached or threatened to breach Section 3 (for example, to stop an ongoing security breach or IP infringement).

13.3.           Dispute Resolution

In case of disputes, you should first contact your administrator or ADB Safegate support to attempt resolution amicably. Serious disputes likely will be handled between ADB Safegate and the Customer. If necessary, any arbitration or litigation would proceed as described in the Customer Contract. As an individual, you might not personally be dragged into that unless the issue is personal to you (like you personally misused data). In many cases, the Customer would stand in front.

13.4.           Modifications to EULA

ADB Safegate may update or modify this EULA from time to time. If a revision is material, ADB Safegate will provide at least fifteen (15) days’ notice to Users (for example, via email or a pop-up upon login) before the updated terms take effect, unless the changes result from changes in laws or requirements that necessitate immediate effect. If you do not agree to the revised terms, you must stop using the Services before the new EULA becomes effective. Your continued use of the Services after the effective date of any changes constitutes your acceptance of the revised EULA. ADB Safegate will indicate the “Last Updated” date at the top of the EULA for reference.

13.5.           No Waiver

If ADB Safegate does not enforce a provision of this EULA, it does not mean ADB Safegate waives its right to do so later. Any waiver must be explicit and in writing to be effective.

13.6.           Severability

If any provision of this EULA is found to be invalid or unenforceable by a court, the remaining provisions will remain in full force and effect. The invalid provision will be deemed modified to the least extent necessary to make it valid and enforceable if possible.

13.7.           Third-Party Rights

This EULA does not confer any rights on any third party (except the Customer can enforce certain terms against Users to the extent applicable, and ADB Safegate’s affiliates can enforce protections like disclaimers and liability limits). In other words, it’s between you and ADB Safegate (and your employer to an extent).

13.8.           Entire Agreement

This EULA, together with any terms referenced herein (like the Privacy Notice) and to the extent applicable, the Customer Contract, constitutes the entire agreement between you and ADB Safegate regarding your use of the Services. It supersedes any prior agreements or communications relating to your use of the Services as an end user. In case of a direct conflict between this EULA and the Customer Contract that affects a User’s use of the Services, this EULA will govern the relationship between ADB Safegate and the User, but it does not override the Customer Contract as between ADB Safegate and the Customer (the Customer Contract remains fully effective, and this EULA is intended to work in harmony with it).

13.9.           Contact Information

If you have any questions or concerns about this EULA or the Services, you may contact ADB Safegate at:

ADB SAFEGATE BV

Leuvensesteenweg 585

B-1930 Zaventem, Belgium

Email: (contact email for support or legal inquiries, xxxxx@adbsafegate.com) Please include your name, your organization (Customer name), and your contact information in any correspondence.

By using CORTEX Service, you acknowledge that you have read, understood, and agree to all the terms and conditions of this EULA.