End-User License Agreement (EULA)

1. Introduction

With its Geogen product, Lumen AI Lab BV wants to help as many customers to gain visibility of AI search performance. To achieve this, Lumen AI Lab BV relies on channel partners. Channel partners are carefully selected to make sure the end user is provided with a high quality service.

Anyone who obtains a license to the Geogen Tool through one of Lumen AI Lab BV's channel partners (hereafter: the "End User") is presented with this End User License Agreement (hereafter: the "Agreement"). This Agreement explains what End Users can expect when using the Geogen online software. At the same time, it sets out the rules which End Users must observe in order to continue using the solution.

Throughout this Agreement we will refer to ourselves as "Lumen AI Lab BV" "Geogen", "Company", "We" and "Us".

Lumen AI Lab BV has developed and is the owner of an online software solution which facilitates tracking, analysing and acting on the customer's brand's presence and representation in AI model searches. We will be referring to our online software solution as the "Tool".

2. General provisions

This Agreement is a legal contract between Lumen AI Lab BV and you, the End User, as either an individual or an entity. Every commercial relationship between Lumen AI Lab BV and the End User shall be governed by the terms and conditions as laid down in this Agreement. If you are accepting this Agreement on behalf of a legal entity, then you represent and warrant that you have to power and authority to bind such entity to these terms, and references to "you" herein refer to both you, the individual End User, and the entity on whose behalf you are accepting this Agreement.

Every End User needs to carefully read the terms and conditions of this Agreement before accessing or using the Tool. In addition to this Agreement, the End User is also expected to agree to our Privacy Policy.

Lumen AI Lab BV is free to change this Agreement at any time and in its sole discretion. If we make changes to this Agreement, we will provide you with notice within a reasonable term prior to the application of the amended terms, such as by sending an email, via an announcement on its Tool and/or or by updating the date at the top of this document. If you do not agree to the amended terms, you may terminate your license before the effective date of the changes. We encourage you to frequently review this Agreement and any other applicable policies and guidelines to ensure you understand the terms and conditions that apply to your use of the Tool. Your continued use of the Tool following the notification of changes will mean that you accept and agree to the changes.

3. Registration

When registering, the End User creates a personal profile (hereinafter "Account"). The End User has to provide correct, truthful, up-to-date and complete information. It is the sole responsibility of the End User to correct outdated information in his/her Account.

Every Account is strictly individual, personal and confidential. The End User must guard the confidentiality of the Account, including his/her login details such as the password. The End User is exclusively responsible for all actions and activity performed through his/her Account. The End User cannot transfer his/her Account to third parties without the explicit consent of the Company.

4. License

4.1 General

Subject to compliance with the terms and conditions of this Agreement, the Company grants every End User a worldwide, limited, revocable and non-exclusive right of access, use and display of the Tool solely for the purpose of supporting End User's AI search visibility (in short: the "License").

4.2 Duration

The License is granted for a month or a year, as the case may be, and is automatically renewed unless terminated before its renewal date, for whatever reason (see art. 5).

4.3 Restrictions

The End User has no right to sell, republish, redistribute, sublicense, license or in any other way transfer the Tool to a third party without the prior written consent of the Company.

In addition, The End User should refrain from any actions that have or could have a harmful impact on the proper functioning and safety of the Tool and the other End Users. The use of the Tool may not be in violation of the terms and conditions of this Agreement, the applicable law, the rights of third parties and/or the generally accepted Internet code of conduct.

The following actions are absolutely prohibited:

Violating the confidential character of Accounts of other End Users or accessing Accounts of other End Users without their authorisation.
Using a false identity and/or data upon the registration.
Engaging in, or authorizing others to engage in, the reverse engineering, disassembly or the decompilation of the Tool.

The above enumeration is in no way exhaustive.

4.4 Measures

The Company can take all necessary and reasonable measures when the End User acts in violation of this Agreement, the applicable law, the rights of third Parties or the generally accepted Internet code of conduct. The Company preserves a large margin of appreciation to take measures and to determine the scope of that measure. Measures will always be in proportion to the violation.

The Company has the possibility to temporarily limit or suspend End User's access to the Tool. In addition, the Company has the possibility to permanently terminate End User's License on the Tool (see art. 5). When acquired by the situation, the abovementioned measures can be taken without prior warning. The End User shall not be entitled to any compensation for measures taken.

If the End User finds that the measure taken is inappropriate or unfounded, he must notify the Company thereof within fifteen (15) calendar days after the measure has been taken.

5. Termination

5.1 Termination by the End User

End User has the right to terminate his/her License at any time during the license period via his account setting page on the Tool or via the way and means agreed with the Channel Partner if such option has been provided to the End User by the Channel Partner. No refund shall be provided.

Upon termination of the License, it's End User's sole responsibility to export all data on End User's Account through the available export tools. The End User accepts that such export must take place before the expiry date of the current license period, as the Company will deactivate the End User's Account on that date and all access to the Tool will be terminated. Under no circumstances can the Company be held liable for the loss of End User's data due to late export.

5.2 Termination by the Company

Without prejudice to any other right or remedy the Company may have against the End User, the Company can terminate the Agreement with the End User at any time and without legal intervention in the following circumstances:

(i) the Company detects or has substantial reasons to assume that:

The data entered and uploaded into the Tool by the End User is false, misleading, inaccurate or obsolete;
The End User uses the Tool for unauthorized, illegal and/or inappropriate purposes;
The agreement with the End User is based on incorrect or false information; or
The End User obtained the License for reasons that cannot be considered as objectively reasonable and acceptable.

(ii) The End User ceases its payments for the License, files a declaration for bankruptcy, is declared bankrupt, enters into a liquidation or similar proceedings or is liquidated;

(iii) The End User commits an act of dishonesty, disloyalty or fraud with respect to the Company, its business or the Tool;

In the event of such termination by the Company, End User's right to use and access the Tool can be immediately withdrawn, without any prior notice. Where appropriate, the Company will first inform the End User in writing of its intention to terminate the License and the reason for doing so. The End User can be given the opportunity to change its conduct and/or to remedy the infringement within a reasonable period following such notice. Under no circumstances will the End User be entitled to any reimbursement or compensation.

Upon termination of the License by the Company, the End User will be given the opportunity to export all data available on his/her Account within a period which the Company, at its sole discretion and in view of the concrete circumstances, considers reasonable and which in any event shall not exceed 30 days. It is the sole responsibility of the End User to export the data on the Account within the given period, as the Company will deactivate the Account after said period and all access to the Tool will be terminated. Under no circumstances can the Company be held liable for the loss of End User's data due to late export.

The Company is entitled to refuse any request from the End User to enter into a (new) agreement with regard to the use of the Tool.

5.3 Consequences of termination

Upon termination of this Agreement (for whatsoever reason) and unless expressly agreed otherwise in writing between the Company and End User all rights granted to End User under this Agreement shall terminate.

For the purpose of compliance with the applicable data protection legislation, the Company shall delete all personal data on the End User's Account within a period of 30 days following the deactivation of the Account. It is the sole responsibility of the End User to export the data on his/her Account before that date.

Articles 8, 10 and 11 shall survive and continue in full force and effect in accordance with their terms, notwithstanding the expiration or termination of this Agreement for whatsoever reason.

6. Our obligations

6.1 Ensuring the availability of the Tool as much as possible

The Company offers no guarantees regarding uptime of the Tool. The Tool is offered as available. In the event of problems regarding the availability of its Tool, the Company undertakes its best effort to solve such issues as soon as reasonably possible without giving any guarantee. In any case and where appropriate, the Company shall be free to determine on what is to be considered an adequate solution in this respect.

The Company wishes to keep the quality of the Tool high by performing maintenance activities and implementing updates on a regular basis. The Company may suspend or limit access to the Tool for the duration of any scheduled or unscheduled downtime or unavailability of any functionality or of the entire Tool for any reason, including as a result of power outages, system failures, maintenance, upgrades or other interruptions. The Company undertakes to minimize the impact of such maintenance activities and updates on the availability of the Tool but does not exclude any downtime in this respect.

6.2 Providing supporting documentation on the Tool

The Company takes all necessary and reasonable measures to ensure that the information presented on the Tool is complete, correct, up-to-date and accurate. However, the Company cannot give any guarantees with regard to the quality and completeness of the information on the Tool. As a consequence, the Company cannot be held liable for (direct and indirect) damages suffered by the End User as a result of the information on the Tool.

7. Changes to the Tool

The Company may introduce new functionalities and/or alter existing functionalities without prior notice to End Users, including revising the user interface, features, and general functionality of the Tool as part of improvements or other necessary changes to the Tool.

The Tool uses a number of strategies and providers to source data in order to provide the service. The Company shall be free to make changes and determine which strategies and providers are considered an adequate solution for its Customers.

The Company will have the right, in its sole discretion, to discontinue some or all of the functionalities.

8. Liability

The Company does not guarantee that: (i) the performance of the Tool will be uninterrupted or error-free nor that all errors and/or bugs will be corrected (within a reasonable time), (ii) the Tool will be constantly available, free of viruses, in time and complete, or (iii) the information provided on the Tool is complete, correct, accurate and non-misleading.

The intended use of the Tool by the End User is determined under the End User's full responsibility and at their own risk. The Company cannot be held liable in any way for any direct or indirect damage resulting from this intended use. Therefore, the End User shall thus be solely responsible for any damage to its computer (programs), wireless devices and/or other equipment consequential to the use of the Tool.

The Company cannot be held liable for:

Indirect and/or consequential damage (including but not limited to loss of income, loss of goodwill and damage to the property of the End User caused as a result of the use of the Tool). This limitation of liability also applies when the Company has been specifically informed of the potential loss by the End User;
Defects that have been caused directly or indirectly by an act on the part of the End User or a third party, irrespective of whether they are caused by an error or negligence;
Damage caused by using the Tool for a different purpose than the purpose for which it has been developed or is intended by the Company;
Additional damage caused by continued use by the End User after a defect has been detected;
The loss or incorrect use of data on the End User's account
Damage caused by non-compliance with any advice and/or guidelines that may be given by the Company, which the latter always provides on a discretionary basis;
Damage caused by force majeure or hardship.

Furthermore, the End User accepts that the Company does not offer any guarantee that the Tool complies with the regulations or requirements which apply in any legal area, with the exception of the regulations or requirements that apply in Belgium at the time of conclusion of the Agreement. The Company can thus not be held liable for any subsequent changes of whatever nature in such law and/or regulations.

End User shall not provide any (confidential) information nor any login details to any company employee in whatever manner and for whatever reason. If the End User, in contrary to the above, does provide any of such data to the Company, the End User acknowledges that it is acting entirely at its own risk.

The End User shall indemnify and/or hold harmless the Company, its officers, directors, employees and agents from and against all claims of whatever nature that might arise from the existence, implementation and/or termination of this Agreement and which have been caused by its own negligence, fault or carelessness or by any of its affiliates and/or staff.

The Company's liability shall be limited to the lower of the following two amounts: (i) the annual subscription fees paid by End User, or (ii) the amount of the payment of the insurance policies entered into by the Company. The Company's liability shall in any case be limited to the liability mandatory under Belgian law.

9. Links to other websites and platforms

The content of our Tool can contain links, hyperlinks or framed links to external websites, platforms or other electronic portals. This does not necessarily mean that there is a connection between us and the external website, nor that we (implicitly) agree with the content of those websites.

We do not verify these external websites and we are not responsible for the secure and proper functioning of the link and the ultimate destination. The End User who clicks on a link, leaves our Tool. The Company cannot be held liable for any damages arising from the consultation or use of the external website. These external websites may not offer the same guarantees as we do. We recommend the End User to carefully read the terms of use and privacy declaration of these external websites.

10. Privacy

The processing by the Company of personal data concerning the (potential) End User and/or its personnel/staff shall take place in accordance with the provisions of the Company's Privacy Statement. In such event,

This Privacy Statement includes information about the personal data collected by the Company, as well as the manner in which the Company uses and processes the (potential) End User's personal data. The Company's Privacy Statement should be read and understood.

11. Intellectual property

The End User explicitly acknowledges that the Company is and remains the sole owner of the Tool, the documentation available thereon, the underlying software, and any other intellectual property rights relating thereto. All such rights and goodwill are, and shall remain, vested with the Company.

Except as expressly granted in this AGREEMENT, there are no other licenses granted to you. All rights not granted in this AGREEMENT are reserved by the Company.

The End User's right of use shall under no circumstances:

Entail a transfer of ownership of the Tool by the Company to the End User;
Grant the End User any rights to or interests in the Tool, any trade names and/or or trademarks of the Company; and
Grant the End User the right to request the Company to deliver a copy of the Tool or of any software or other product utilized by the Company to make its Tool available.

The End User shall not use any trademark, tradename, or brand name of the Company without the explicit written approval from the Company.

12. Miscellaneous

Severability. Whenever possible, the provisions of this Agreement shall be interpreted so as to be valid and enforceable under the applicable law. However, if one or more provisions of this Agreement is found to be invalid, illegal or unenforceable (in whole or in part), the remainder of the provision and of this Agreement shall not be affected and shall continue in full force and effect as if the invalid, illegal or unenforceable provision(s) had never existed. Moreover, in this case the Parties shall amend the invalid, illegal or unenforceable provision(s) or any part thereof and/or agree on a new provision which embodies as closely as possible the purpose of the invalid, illegal or unenforceable provisions. If parties do not reach an agreement, then the competent court may mitigate the invalid provision to what is (legally) permitted.

Headings. The headings of this Agreement are for convenience only and shall not in any way limit or affect the meaning or interpretation of any terms hereof.

Waiver. The (repeated) non-enforcement of any right by the Company can only be regarded as tolerance with regard to a specific condition, and shall not waive the right of the Company to invoke this at a later time.

13. Applicable law and competent court

All issues, questions and disputes concerning the validity, interpretation, enforcement, performance or termination of this Agreement shall be governed by and construed in accordance with the Belgian law, without giving effect to any other choice of law or conflict-of-law rules or provisions (Belgian, foreign or international) that would cause the laws of any other jurisdiction than Belgium to be applicable.

Any dispute concerning the validity, interpretation, enforcement, performance or termination of this Agreement shall be submitted to the exclusive jurisdiction of the Bruges Courts. Parties are, however, committed to resolve disputes as much as possible in mutual consent.