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Software License Agreement

Last updated: 10 June 2026

This Software License Agreement (the “Agreement”) is entered into by and between Digonaut BV, having its registered office at Sparrenhofstraat 18, 9100 Sint-Niklaas, Belgium, registered under VAT number BE0778867834 (the “Licensor”), and the customer identified in the applicable quotation, order form, invoice, or other commercial document referencing this Agreement (the “Licensee”).

This Agreement governs the licensing and use of the Digonaut software products ACDE2.0 and Teaching & Reading, including any related documentation, updates, modules, interfaces, license keys, and permitted accompanying materials, as further described in the applicable commercial documentation (collectively, the “Software”).

For purposes of this Agreement, ACDE2.0 is software used to control different systems and generate imaging data in a structured way, and Teaching & Reading is software used in connection with image acquisition, parameter setting, pattern qualification, and related image-based analysis workflows, as further described in the Documentation and applicable Order Document.

1. Definitions

For purposes of this Agreement:

  1. Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
  2. Authorized User means an employee, contractor, or other individual authorized by the Licensee to use the Software on the Licensee’s behalf within the scope of the purchased license.
  3. Documentation means the user guides, manuals, instructions, technical materials, and specifications made available by the Licensor for the Software.
  4. Order Document means any quotation, proposal, order form, statement of work, invoice, or other commercial document accepted by the parties that specifies the Software, fees, scope, and any applicable license metrics.
  5. Intellectual Property Rights means all copyrights, database rights, trademarks, trade secrets, patents, know-how, and any other proprietary or intellectual property rights of any nature.
  6. Support Services means maintenance, updates, patches, helpdesk services, or other support services expressly agreed in an Order Document.
  7. Controlled Systems means devices, instruments, hardware components, software environments, interfaces, workflows, or connected systems with which ACDE2.0 or other Software components are configured to communicate, interact, exchange signals, automate tasks, or generate structured outputs.
  8. Imaging Data means images, image files, metadata, measurements, parameters, classifications, annotations, logs, records, or other structured outputs created, processed, recorded, or exported through use of the Software.
  9. License Key means the activation key, code, file, credential, or other technical licensing mechanism issued by the Licensor that enables or authorizes use of the Software on a specific physical computer or other approved environment.
  10. Renewal Term means each successive annual license period agreed or confirmed in an applicable Order Document, renewal order, invoice, or other written commercial confirmation.

2. Scope of license

2.1 Subject to the Licensee’s timely payment of all applicable fees and continuous compliance with this Agreement, the Licensor grants the Licensee a limited, non-exclusive, non-transferable, non-sublicensable license to install, access, and use the Software during the applicable license term solely for the Licensee’s internal business purposes and strictly in accordance with:

  • this Agreement;
  • the Documentation; and
  • the scope, user limits, device limits, site limits, system limits, interface limits, machine limits, or other restrictions stated in the applicable Order Document.

2.2 Unless expressly stated otherwise in an Order Document, the license granted under this Agreement is for the Licensee only and does not extend to Affiliates, third parties, outsourcing providers, consultants, integrators, service providers, or end customers of the Licensee.

2.3 The Licensee may make a reasonable number of backup copies of the Software only where strictly necessary for lawful backup, disaster recovery, or archival purposes, provided that all proprietary notices are preserved.

2.4 The Software may be licensed on the basis of one or more metrics, including named users, concurrent users, devices, installations, physical computers, sites, connected systems, instruments, throughput, or modules. The Licensee may not exceed the licensed metric stated in the applicable Order Document.

2.5 Unless expressly agreed otherwise in writing, each License Key is issued for installation and use on a single physical computer designated by the Licensee and approved or registered by the Licensor. The Licensee may not move, duplicate, share, or reuse a License Key across multiple physical computers except with the Licensor’s prior written approval or in accordance with documented rehost or replacement procedures.

3. Delivery and implementation

3.1 The Software may be delivered by download, installation package, License Key, access credentials, hardware integration, local deployment, remote deployment, or any other method designated by the Licensor.

3.2 Where implementation, onboarding, configuration, calibration, validation, installation, integration, workflow mapping, testing, or training services are provided, such services shall be governed by the relevant Order Document. Unless expressly agreed otherwise, such services are not included in the license fee.

3.3 The Licensee is responsible for providing the technical environment, infrastructure, hardware, Controlled Systems, physical computer, connectivity, operating systems, security layers, interfaces, and third-party dependencies required for proper use of the Software, unless the parties expressly agree otherwise in writing.

3.4 The Licensee acknowledges that successful use of ACDE2.0 and Teaching & Reading may depend on correct configuration of interfaces, devices, file structures, workflows, imaging parameters, connected systems, and proper installation of the applicable License Key on the intended physical computer.

3.5 The Licensee is responsible for providing complete and timely technical and administrative information reasonably required for the Licensor to issue, renew, replace, or reissue a License Key.

4. License restrictions

The Licensee shall not, and shall not permit any third party to:

  1. copy the Software except as expressly permitted under this Agreement;
  2. sell, resell, rent, lease, lend, assign, distribute, publish, transfer, or otherwise make the Software available to third parties;
  3. sublicense, timeshare, or use the Software as part of a service bureau or outsourced service offering for the benefit of third parties, unless expressly agreed in writing;
  4. modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, file formats, workflow logic, interface logic, automation sequences, License Key logic, or structure of the Software, except to the limited extent such restriction is prohibited by mandatory law;
  5. remove, obscure, or alter any copyright notice, trademark, confidentiality legend, or other proprietary notice;
  6. circumvent, disable, or interfere with security features, license control mechanisms, access restrictions, License Keys, or technical protections of the Software;
  7. use the Software in violation of applicable law, regulation, professional standard, or third-party right;
  8. use the Software for unlawful processing of personal data, security testing without authorization, benchmarking publication without prior written consent, or development of a competing product using the Software or Documentation as reference material;
  9. allow use of the Software beyond the licensed scope, including exceeding the number of authorized users, devices, systems, interfaces, facilities, modules, physical computers, or other license metrics agreed in the applicable Order Document;
  10. use the Software to control or interact with systems, devices, or processes not approved, documented, or contractually covered where such use may create safety, data integrity, compliance, or interoperability risks;
  11. alter, suppress, or manipulate logs, traceability features, structured records, or Imaging Data outputs in a manner that misrepresents the Software’s actual operation or output history.

5. Ownership and intellectual property

5.1 The Software is licensed, not sold.

5.2 The Licensor and its licensors retain all right, title, and interest in and to the Software, the Documentation, all License Keys, all modifications, improvements, updates, derivative works, workflow logic, interfaces, templates, system mappings, and all related Intellectual Property Rights.

5.3 Except for the limited license expressly granted under this Agreement, no rights are granted to the Licensee by implication, estoppel, or otherwise.

5.4 Any feedback, suggestions, enhancement requests, workflow recommendations, integration comments, or technical recommendations provided by the Licensee regarding the Software may be used by the Licensor without restriction or compensation, provided that the Licensor is not required to identify the Licensee or disclose confidential information.

6. License fees, annual renewal, and payment

6.1 The Licensee shall pay the fees specified in the applicable Order Document.

6.2 Unless otherwise stated in the Order Document:

  • the Software license is granted for an annual term;
  • an annual recurring license fee must be paid before expiration of the then-current license term in order to maintain uninterrupted licensed use of the Software;
  • all fees are stated and payable in the invoiced currency;
  • all fees are non-cancellable and non-refundable; and
  • taxes, duties, levies, and similar charges are excluded and are the responsibility of the Licensee, except for taxes imposed on the Licensor’s net income.

6.3 In order to reduce the risk of interruption, the Licensee shall place its renewal order or otherwise confirm renewal at least thirty (30) days before expiration of the current license term.

6.4 If the Licensee does not order or confirm renewal at least thirty (30) days before expiration, the Licensor does not guarantee that renewal processing, invoicing, License Key issuance, or License Key reactivation will be completed before the existing license expires. In such case, the Licensee acknowledges and accepts the risk that the Software may not be renewed in time for uninterrupted use.

6.5 Renewal of the license may require issuance, extension, replacement, reactivation, or installation of a new or updated License Key. The Licensee shall cooperate promptly with all reasonable renewal and installation requirements.

6.6 If the Licensee fails to pay any undisputed amount when due, or if a renewal fee is not paid before the applicable expiration date, the Licensor may, after prior notice where reasonably practicable and without prejudice to its other rights and remedies:

  • charge applicable late-payment interest and recovery costs to the extent permitted by law;
  • suspend delivery, support, updates, License Keys, integrations, or access to the Software;
  • decline to issue, renew, extend, or reactivate a License Key until payment is received; and/or
  • terminate the Agreement or the relevant Order Document for material breach if the non-payment is not cured within the stated notice period.

7. Term and termination

7.1 This Agreement starts on the earlier of the date the Licensee accepts an Order Document referencing this Agreement or first installs, accesses, or uses the Software, and continues until terminated in accordance with this Agreement.

7.2 Each license term shall be as specified in the applicable Order Document. Unless otherwise stated in the applicable Order Document, each license term is for twelve (12) months.

7.3 Renewal for any Renewal Term shall be subject to the Licensee’s timely order, payment of the applicable annual recurring fee, and any technical or administrative requirements reasonably necessary to issue or maintain the applicable License Key.

7.4 Either party may terminate this Agreement or an affected Order Document with immediate effect by written notice if the other party:

  • commits a material breach and fails to cure that breach within thirty (30) days after receiving written notice; or
  • becomes insolvent, is dissolved, ceases business operations, or becomes subject to bankruptcy, liquidation, or similar proceedings, to the extent permitted by applicable law.

7.5 The Licensor may terminate the Agreement immediately if the Licensee materially infringes the Licensor’s Intellectual Property Rights or uses the Software beyond the licensed scope in a manner that is deliberate, repeated, or not capable of cure.

7.6 Expiration of a license term without timely renewal shall automatically end the Licensee’s right to use the affected Software unless the parties expressly agree otherwise in writing.

8. Effects of termination or expiration

Upon expiration or termination of this Agreement or the relevant license:

  1. the license granted to the Licensee immediately ends;
  2. the Licensee shall immediately stop using the affected Software;
  3. the Licensee shall, at the Licensor’s election, delete or destroy all copies of the Software and Documentation in its possession or control, except to the extent retention is legally required;
  4. the Licensee shall discontinue all active automation, system control, and data-generation workflows performed through the affected Software;
  5. any active License Key may be deactivated, expire automatically, or otherwise cease to authorize continued use of the Software;
  6. upon request, the Licensee shall certify in writing that it has complied with the foregoing obligations;
  7. any accrued payment obligations and any provisions that by their nature should survive termination shall remain in effect.

9. Support, updates, and changes

9.1 Unless expressly included in an Order Document, the Licensor is under no obligation to provide Support Services, maintenance, upgrades, updates, patches, error corrections, or new releases.

9.2 Where Support Services are agreed, the scope, service levels, response times, update policy, exclusions, and any customer responsibilities shall be governed by the applicable Order Document or support terms.

9.3 The Licensor may issue updates, patches, bug fixes, or new versions from time to time. Unless otherwise expressly agreed, the Licensee is not entitled to receive major new versions, additional modules, connectors, interfaces, or controlled-system integrations without additional fees.

9.4 The Licensee acknowledges that proper functioning of the Software may depend on correct configuration, calibration, interface mapping, compatible hardware, trained users, data quality, structured workflows, continued license validity, and compliance with the Documentation.

10. Data and compliance responsibilities

10.1 The Licensee remains solely responsible for:

  • the legality, accuracy, integrity, and quality of its data;
  • obtaining all required rights, permissions, notices, and consents for the use of data with the Software;
  • the accuracy of workflows, automation instructions, parameters, settings, validations, classifications, and outputs used in the Licensee’s environment;
  • the selection, verification, interpretation, storage, retention, and downstream use of Imaging Data;
  • its own regulatory, professional, operational, and recordkeeping compliance obligations.

10.2 The Licensee shall implement appropriate security, access control, backup, review, exception-handling, and approval procedures in light of the intended use of the Software and any Controlled Systems.

10.3 The Licensee shall not rely on the Software as a substitute for professional judgment, laboratory validation, quality control, medical judgment, legal review, or any regulated decision-making process where independent human review is required.

10.4 The Licensee is solely responsible for ensuring that use of the Software with any Controlled Systems does not create unsafe operating conditions, unauthorized system behavior, inaccurate structured outputs, or non-compliant records.

11. Acceptance, validation, and intended use

11.1 The Licensee is responsible for verifying that the Software is suitable for its intended use, technical environment, workflows, connected systems, and compliance obligations before operational deployment.

11.2 Where the Software is used together with laboratory equipment, imaging devices, calibration processes, structured data-generation workflows, automated control routines, assay workflows, or validation parameters, the Licensee is responsible for performing its own validation, verification, testing, and acceptance procedures unless the parties expressly agree otherwise in writing.

11.3 The Licensee shall test all interfaces, automations, mappings, License Key installations, and structured Imaging Data outputs before production use and after any material change to a physical computer, Controlled System, workflow, software version, hardware component, or relevant parameter set.

11.4 Unless explicitly stated in the applicable Documentation or Order Document, the Software is not warranted or licensed as a medical device, diagnostic decision maker, autonomous safety controller, or regulatory compliance guarantee.

12. Confidentiality

12.1 Each party may receive confidential or proprietary information from the other party in connection with this Agreement (“Confidential Information”).

12.2 The receiving party shall:

  • use the Confidential Information only for purposes of this Agreement;
  • protect it with at least reasonable care;
  • not disclose it to any third party except to employees, contractors, and advisers who have a need to know and are bound by confidentiality obligations.

12.3 Confidential Information does not include information that the receiving party can demonstrate:

  • was already lawfully known to it without confidentiality restriction;
  • becomes public through no fault of the receiving party;
  • is lawfully received from a third party without breach of confidentiality;
  • is independently developed without use of the disclosing party’s Confidential Information.

12.4 If disclosure is required by law or binding order, the receiving party may disclose only the minimum required information and, where legally permitted, shall provide prior notice to the disclosing party.

13. Warranties

13.1 The Licensor warrants that, for a period of [90 days] from delivery or first productive use, whichever occurs first, the Software will substantially conform to the Documentation when properly installed and used in the agreed environment.

13.2 The Licensor’s sole obligation, and the Licensee’s exclusive remedy, for breach of the above warranty shall be, at the Licensor’s option:

  • repair of the affected Software;
  • replacement of the affected Software; or
  • if neither repair nor replacement is commercially reasonable, termination of the affected license and refund of the prepaid unused license fees for the affected Software only.

13.3 The above warranty does not apply where issues result from:

  • misuse, improper operation, or use outside the Documentation;
  • unauthorized modifications;
  • third-party software or hardware;
  • incorrect installation, configuration, interface mapping, calibration, maintenance, License Key installation, or connected-system setup not performed by or approved by the Licensor;
  • user error, data issues, environmental conditions, output interpretation issues, or external systems.

13.4 Except as expressly stated in this Agreement, the Software and Documentation are provided “as is” and “as available” to the maximum extent permitted by law, and the Licensor disclaims all other warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, uninterrupted operation, interoperability with non-approved systems, accuracy of structured outputs absent customer validation, or fitness for regulated, clinical, mission-critical, or autonomous control use.

14. Limitation of liability

14.1 To the maximum extent permitted by applicable law, the Licensor shall not be liable for any:

  • indirect, incidental, consequential, exemplary, punitive, or special damages;
  • loss of profit, revenue, business opportunity, goodwill, data, anticipated savings, or use;
  • interruption of business or cost of substitute goods or services;
  • loss, corruption, misclassification, or unusability of Imaging Data;
  • delay in renewal, License Key issuance, License Key reactivation, or uninterrupted use where the Licensee did not place the renewal order at least thirty (30) days before expiration or did not timely provide required renewal information;
  • claims arising from the Licensee’s regulatory, laboratory, operational, automation, professional, or system-control use decisions.

14.2 To the maximum extent permitted by applicable law, the Licensor’s aggregate liability arising out of or in connection with this Agreement shall not exceed the total license fees actually paid by the Licensee to the Licensor for the affected Software under the relevant Order Document during the twelve (12) months preceding the event giving rise to the claim.

14.3 Nothing in this Agreement excludes or limits liability to the extent such liability cannot be excluded or limited under applicable law, including liability for fraud, fraudulent misrepresentation, death, or personal injury caused by gross negligence where mandatory law so provides.

15. Indemnity

15.1 The Licensee shall indemnify and hold harmless the Licensor against third-party claims arising out of or related to:

  • the Licensee’s unlawful or unauthorized use of the Software;
  • the Licensee’s data, content, parameters, Imaging Data, outputs, workflows, automations, configurations, or connected-system operations;
  • the Licensee’s breach of this Agreement or applicable law;
  • use of the Software in combination with third-party products or systems not supplied or approved by the Licensor, where the claim would not have arisen but for that combination.

15.2 Any infringement-related indemnity by the Licensor, if offered, must be expressly set out in the applicable Order Document. Unless expressly agreed otherwise, no separate infringement indemnity is granted under this Agreement.

16. Audit and compliance verification

16.1 Upon reasonable prior notice and no more than once per twelve (12) month period, the Licensor may request information reasonably necessary to verify the Licensee’s compliance with the licensed scope.

16.2 If the Licensor reasonably determines that the Licensee has exceeded the licensed scope, the Licensee shall promptly pay the applicable additional fees and any reasonable verification costs where the excess use is material.

17. Export and sanctions compliance

The Licensee shall comply with all applicable export control, trade, and sanctions laws and shall not export, re-export, transfer, or make available the Software in violation of such laws.

18. Assignment and transfer

The Licensee may not assign, transfer, delegate, or novate this Agreement, in whole or in part, without the Licensor’s prior written consent, except where mandatory law provides otherwise.

The Licensor may assign this Agreement to an Affiliate or in connection with a merger, acquisition, corporate restructuring, or transfer of the relevant business line.

19. Governing law and jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Belgium, excluding its conflict-of-law rules.

Any dispute arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the competent courts of [insert preferred Belgian judicial district], unless mandatory law requires otherwise.

20. General provisions

20.1 This Agreement, together with each applicable Order Document, constitutes the entire agreement between the parties regarding the Software and supersedes prior discussions, proposals, and understandings on the same subject matter.

20.2 In the event of conflict, the following order of precedence applies unless expressly stated otherwise:

  1. the applicable Order Document;
  2. this Agreement;
  3. the Documentation.

20.3 No amendment to this Agreement is binding unless made in writing by authorized representatives of both parties, except that the Licensor may update Documentation or operational policies that do not materially reduce the Licensee’s core licensed rights.

20.4 If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be interpreted as closely as possible to its original purpose.

20.5 A waiver of any breach is not a waiver of any other breach.

20.6 Notices under this Agreement shall be sent to the contact details stated in the relevant Order Document or otherwise notified in writing by the receiving party.

20.7 This Agreement may be executed by reference in an Order Document, electronically, or by other legally binding acceptance method.