Terms of Use

Last update August 2018

Terms of Use

Last update August 2018

These terms of use (the “Terms of Use”) describe the terms and conditions under which users (“Users” or “you”) can use the Roger Application (as defined hereafter). The Roger Application is operated and managed by Roger bvba, registered with the Crossroads Bank of Enterprises under company number 0653.822.560 and having its registered office at Sint-Pietersdoorn 10, B-9150 Kruibeke or by any of its affiliates (jointly “Roger” or “we”). If you have any questions about the Roger Application or these Terms of Use, please contact us at [email protected]

1) Description of the Roger Application

1.1 Roger is a mobile application for internal company communication, which aims to improve the efficiency of internal company communication and to stimulate employee involvement within a company (the “Roger Application”). Your Employer can use the Roger Dashboard to create and send certain content such as articles, employee satisfaction surveys, event information or other items to you (the “Employer Content”). All Employee Feedback shall be transferred to the Roger Dashboard via the Roger Platform. The Roger Platform interacts with and transmits the Employee Feedback through the Roger Dashboard. 1.2 All Employee Feedback is automatically transferred to your Employer through the Roger Platform. Please note that this automatic transfer is only possible if you log in to the Roger Application with your Account.

2) Applicability

2.1 By clicking the “I agree” button, you acknowledge and agree that your use of the Roger Application is exclusively governed by these Terms of Use. If you do not agree to any provision of these Terms of Use, you may not use in any manner the Roger Application, even if you already have an Account. 2.2 In the event the Roger Application uses services of third parties, the terms of service and/or privacy policies of those third parties may apply. You shall be notified if and when such third party terms of services and/or privacy policies are applicable. By accessing such third party service, you agree to comply with the applicable terms and you acknowledge that you are the sole party to such terms. Roger cannot be held liable in any way with regard to the content of such third parties’ terms or privacy policy. 2.3 We reserve the right at any time, and from time to time, with or without cause to: •amend these Terms of Use; •change the Roger Application, including eliminating or discontinuing, temporarily or permanently any service or other feature of the Roger Application without any liability against the User or any third parties; or •deny or terminate, in part, temporarily or permanently, your use of and/or access to the Roger Application as set forth herein. Any such amendments or changes made will be effective immediately upon us making such changes available in the Roger Application or otherwise providing notice thereof. You agree that your !1DISCLAIMER: Please read these terms of use carefully before using the Roger Application (as defined below). By clicking the “I agree” button, you agree that your use of the Roger Application shall be governed by these terms of use. Continued use of the Roger Application after such changes constitutes your acceptance of such changes.

3) Use of the Roger Application

3.1 To use the Roger Application, your mobile device requires a WIFI or mobile internet connection. The access to such WIFI or mobile internet connection is your sole responsibility. Please make sure that your mobile device meets the minimum system requirements as set out on the download page of the Apple app store. If your mobile device does not meet these minimum system requirements, we cannot ensure that the Roger Application will function properly. Roger will not be liable for any loss or damage arising from your failure to comply with the above requirements. 3.2 You shall be solely responsible for maintaining the confidentiality and security of your Account login information such as your password and shall be fully responsible for all activities that occur under your Account. You agree to immediately notify Roger of any unauthorized use, or suspected unauthorized use of your account or any other breach of security. Roger will not be liable for any loss or damage arising from your failure to comply with the above requirements. 3.3 During the Term, Roger may, in its sole discretion, provide you with certain updates of the Roger Application. For the avoidance of doubt, Roger is not obligated to provide any updates of the Roger Application.

4) License – restrictions

4.1 License by Roger. During the Term and subject to the timely payment of the Fees by your Employer, Roger grants you a non-exclusive, personal, restricted, non-sublicensable and non-transferable license to use the Roger Application in accordance with these Terms of Use (the “License”). You are not allowed to use the Roger Application for any commercial purposes or to use the Roger Application in a manner not authorised by Roger. You shall use the Roger Application solely in full compliance with (i) these Terms of Use; (ii) any additional instructions or policies issued by Roger, including, but not limited to, those posted within the Roger Application and (iii) any applicable legislation, rules or regulations. 4.2 Restrictions. You agree to use the Roger Application only for its intended use as set forth in these Terms of Use. Within the limits of the applicable law, you are not permitted to (i) make the Roger Application available or to sell or rent the Roger Application to any third parties; (ii) adapt, alter, translate or modify in any manner the Roger Application; (iii) sublicense, lease, rent, loan, distribute, or otherwise transfer the Roger Application to any third party; (iv) decompile, reverse engineer, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Roger Application, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation; (v) use or copy the Roger Application except as expressly allowed under this section 4; (vi) gain unauthorized access to accounts of other users or use the Roger Application to conduct or promote any illegal activities; (vi) use the Roger Application to generate unsolicited email advertisements or spam; (vii) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; (viii) use any high volume automatic, electronic or manual process to access, search or harvest information from the Roger Application (including without limitation robots, spiders or scripts); (ix) alter, remove, or obscure any copyright notice, digital watermarks, proprietary legends or other notice included in the Roger Application; (x) intentionally distribute any worms, Trojan horses, corrupted files, or other items of a destructive or deceptive nature or use the Roger Application for any unlawful, invasive, infringing, defamatory or fraudulent purpose; or (x) remove or in any manner circumvent any technical or other protective measures in the Roger Application. Except as expressly set forth herein, no express or implied license or right of any kind is granted to you regarding the Roger Application thereof, including but not limited to any right to obtain possession of any source code, data or other technical material relating to the Roger Application. !

4.3 License by User. By uploading, creating or otherwise providing Employee Feedback, you grant Roger a non-exclusive, royalty-free, worldwide, sublicensable, transferable, license to use, copy, store, modify, transmit and display such Employee Feedback to the extent necessary to provide and maintain the Roger Application. Roger reserves the right, but is not obliged, to review and remove any Employee Feedback which is deemed to be in violation with the provisions of these Terms of Use or otherwise inappropriate, any rights of third parties or any applicable legislation or regulation.

5) Ownership

5.1 As between the User and Roger, the Roger Solution and all Intellectual Property Rights pertaining thereto, are the exclusive property of Roger and/or its licensors. 5.2 All rights, titles and interests in and to the Roger Application or any part thereof not expressly granted to the User in this Agreement are reserved by Roger and its licensors. Except as expressly set forth herein, no express or implied license or right of any kind is granted to the User regarding the Roger Application, including any right to obtain possession of any source code, data or other technical material related to the Roger Application.

6) Suspension for breach

If Roger becomes aware or suspects, in its sole discretion, any violation by you of these Terms of Use, or any other instructions, guidelines or policies issued by Roger, then Roger may suspend or limit your access to the Roger Application. The duration of any suspension by Roger will be until you have cured the breach which caused such suspension or limitation.

7) Support

7) Suspension for breach

8) Payment

In consideration for the License, the Fees shall be paid by your Employer in accordance with the Agreement.

9) Liability

9.1 To the maximum extent permitted under applicable law, Roger shall only be liable for personal injury or any damages resulting from (i) its gross negligence; (ii) its willful misconduct or (iii) any fraud committed by Roger.9.2 To the extent legally permitted under applicable law, Roger shall not be liable to the User or any third party, for any special, indirect, exemplary, punitive, incidental or consequential damages of any nature including, but not limited to damages or costs due to loss of profits, data, revenue, goodwill, production of use, procurement of substitute services, or property damage arising out of or in connection with the Roger Application under these Terms of Use, including but not limited to any miscalculations, or the use, misuse, or inability to use the Roger Application, regardless of the cause of action or the theory of liability, whether in tort, contract, or otherwise, even if Roger have been notified of the likelihood of such damages. The limitation in this section 9.2 shall not apply to the obligations of Roger under section 11 (“Indemnification”). 9.3 You agree that Roger can only be held liable as per the terms of this section 9 to the extent damages suffered by you are directly attributable to Roger. For the avoidance of doubt, Roger shall not be liable for any claims resulting from (i) your unauthorized use of the Roger Application, (ii) your or any third party’s modification of (any parts) of the Roger Application, (iii) your failure to use the most recent version of the Roger Application made available to you or your failure to integrate or install any corrections to the Roger Application issued by Roger, or (iv) your use of the Roger Application in combination with any non-Roger products or services. The exclusions and limitations of liability under !3
this section shall operate to the benefit of any of Roger’s affiliates and subcontractors under these Terms of Use to the same extent such provisions operate to the benefit of Roger.

10) Warrantees and disclaimers

10.1 By Roger. Except as expressly provided in this section 10 and to the maximum extent permitted by applicable law, the Roger Application is provided “AS IS,” and Roger makes no (and hereby disclaims all) other warranties, covenants or representations, or conditions, whether written, oral, express or implied including, without limitation, any implied warranties of satisfactory quality, course of dealing, trade usage or practice, merchantability, suitability, availability, title, non-infringement, or fitness for a particular use or purpose, with respect to the use, misuse, or inability to use the Roger Application or any other products or services provided to the User by Roger. Roger does not warrant that all errors can be corrected, or that access to or operation of the Roger Application shall be uninterrupted, secure, or error-free.The User acknowledges and agrees that there are risks inherent to transmitting information over and storing information on the internet and that Roger is not responsible and cannot be held liable for any losses of your data, including but not limited to the Employee Feedback. 10.2 By User. You represent and warrant to Roger that (a) you have the authority to enter into this binding agreement personally and (b) that any Employee Feedback provided by you is accurate and truthful and shall not (i) infringe any Intellectual Property Rights of third parties; (ii) misappropriate any trade secret; (iii) be deceptive, defamatory, obscene, pornographic or unlawful; (iv) contain any viruses, worms or other malicious computer programming codes intended to damage Roger’s system or data; or (v) otherwise violate the rights of a third party. The User acknowledges and agrees that Roger is not obligated to back up any Employee Feedback. You agree that any use of the Roger Application contrary to or in violation of these representations and warranties shall constitute unauthorized and improper use of the Roger Application for which Roger cannot be held liable.

11) Indenmnification

11.1 By Roger. Roger shall defend and indemnify you as specified herein against any founded and well-substantiated claims brought by third parties to the extent such claim is based on an infringement of the Intellectual Property Rights of such third party by the Roger Application and excluding any claims resulting from (i) your unauthorized use of the Roger Application , (ii) your or any third party’s modification of any of the Roger Application , (iii) your failure to use the most recent version of the Roger Application made available to you, or your failure to install any corrections or updates to such Roger Application issued by Roger, if Roger indicated that such update or correction was required to prevent a potential infringement, or (iv) your use of the Roger Application in combination with any non-Roger products or services.Such indemnity obligation shall be conditional upon the following: (i) Roger is given prompt written notice of any such claim; (ii) Roger is granted sole control of the defense and settlement of such a claim; (iii) upon Roger’s request, the User fully cooperates with Roger in the defense and settlement of such a claim, at Roger’s expense; and (iv) the User makes no admission as to Roger’s liability in respect of such a claim, nor does the User agree to any settlement in respect of such a claim without Roger’s prior written consent. Provided these conditions are met, Roger shall indemnify the User for all damages and costs incurred by the User as a result of such a claim, as awarded by a competent court of final instance, or as agreed to by Roger pursuant to a settlement agreement.In the event the Roger Application, in Roger’s reasonable opinion, are likely to or become the subject of a third-party infringement claim (as per this section 11.1), Roger shall have the right, at its sole option and expense, to: (i) modify the ((allegedly) infringing part of the) Roger Application so that it becomes non-infringing while preserving materially equivalent functionalites; (ii) obtain for the User a license to continue using the Roger Application in accordance with these Terms of Use; or (iii) terminate the Terms of Use and refund to the Employer an amount equal to a pro rata portion of the Fees for that portion of the Roger Application which is the subject of such infringement.!4
The foregoing states the entire liability and obligation of Roger and the sole remedy of the User with respect to any infringement or alleged infringement of any Intellectual Property Rights caused by the Roger Application or any part thereof. 11.2 By User. You hereby agree to indemnify and hold harmless Roger and its current and future affiliates, officers, directors, employees, agents and representatives from each and every demand, claim, loss, liability, or damage of any kind whatsoever, including reasonable attorney’s fees, whether in tort or in contract, that it or any of them may incur by reason of, or arising out of, any claim which is made by any third party with respect to (i) any breach or violation by you of any provisions of these Terms of Use or any other instructions or policies issued by Roger; (ii) any Employee Feedback violating any Intellectual Property Rights of a third party and (iii) fraud, intentional misconduct, or gross negligence commited by you.

12) Privacy statement

Roger recognizes and understands the importance of your privacy and wants to respect your desire to store and access personal information in a private and secure environment. Please note that Roger has to be considered as the “Data Processor” and your Employer as the “Data Controller” for the processing of any Personal Data via the Roger Solution or any part thereof. Please note that Roger shall only process any Personal Data relating to you on the documented instructions from the Data Controller and takes appropriate technical and organizational measures against any unauthorized or unlawful processing of your Personal Data or its accidental loss, destruction or any unauthorized access thereto. In the event you as User request Roger of a copy, correction, deletion of the Personal Data or you want to restrict or object to the processing activities, Roger shall inform the Employer of such request within two (2) calendar days. Roger shall, as Data Processor, provide the Employer with full details of such request, objection or restriction of the User, together with a copy of the Personal Data held by Roger. Furthermore, Roger shall promptly direct you as user to the Employer, who will deal with the request in accordance with the applicable data protection legislation. The Personal Data that shall be processed by Roger as Data Processor may include (without limitation) a picture that you have uploaded via the Mobile Application to personalize the settings of your Account. We shall not use your Personal Data for any other purpose than instructed by the Data Controller and allowing you to make use of the features of the Mobile Application and the technial operation of the Roger Dashboard.

13) Term and termination

13.1 Roger shall grant you a license on the Roger Application during the Term as set out under this Agreement, unless these Terms of Use are terminated in accordance with section 13.2. At the end of the Term, any user rights on the Application that were granted to you under these Terms of Use shall automatically expire and the Employee Feedback shall no longer be transferred to your Employer. 13.2 Termination for breach. Roger may terminate with immediate effect these Terms of Use and your right to access and use of the Roger Application (i) if Roger believes or has reasonable grounds to suspect that you are violating these Terms of Use (including but not limited to any violation of the Intellectual Property Rights of Roger) or any other guidelines or policies issued by Roger or (ii) if your Employer remains suspended for non-payment for more than 60 (sixty) days. 13.3 Effects of termination. Upon the termination of these Terms of Use for any reason whatsoever in accordance with the provisions of these Terms of Use, at the moment of effective termination: (i) you will no longer be authorized to access or use the Roger Application; (ii) Roger shall sanitize and destroy the Personal Data related to your Account, including but not limited to the Employee Feedback on the Roger Application, within thirty (30) calendar days upon termination of these Terms !5
of Use in a secure way that ensures that all Personal Data is deleted and unrecoverable. Personal Data that needs to be kept to comply with relevant legal and regulatory retention requirements may be kept by Roger beyond expiry of the period of thirty (30) calendar days as long as required by such laws or regulations, and (iii) all rights and obligations of Roger or Userunder these Terms of Use shall terminate, except those rights and obligations under those sections specifically designated in section 14.7. Upon written request submitted by the Employer to Roger no later than fourteen (14) calendar days prior to the termination of the Agreement, Roger shall provide the Employer, immediately prior to the sanitization and destruction thereof, with a readable and usable copy of the Personal Data and/or the systems containing Personal Data.

14) Miscellaneous

14.1 Force Majeure. Roger shall not be liable for any failure or delay in the performance of its obligations with regard to the Application if such delay or failure is due to causes beyond our control due including by not limited to acts of God, war, strikes or labor disputes, embargoes, government orders, telecommunications, network, computer, server or Internet downtime, unauthorized access to Roger’s information technology systems by third parties or any other cause beyond the reasonable control of Roger (the “Force Majeure Event”). We shall notify you of the nature of such Force Majeure Event and the effect on our ability to perform our obligations under these Terms of Use and how we plan to mitigate the effect of such Force Majeure Event. 14.2 Severability. If any provision of these Terms of Use are, for any reason, held to be invalid or unenforceable, the other provisions of these Terms of Use will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. 14.3 Waiver. Any failure to enforce any provision of the Terms of Use shall not constitute a waiver thereof or of any other provision. 14.4 Assignment. You may not assign or transfer these Terms of Use or any rights or obligations to any third party. Roger shall be free to (i) transfer or assign (part of) its obligations or rights under the Terms of Use to one of its affiliates and (ii) to subcontract performance or the support of the performance of these Terms of Use to its affiliates, to individual contractors and to third party service providers without prior notification to the User. 14.5 Notices. All notices from Roger intended for receipt by you shall be deemed delivered and effective when sent to the email address provided by you on your account. If you change this email address, you must update your email address on your personal settings page. 14.6 Survival. Sections 5, 9, 10, 11 shall survive any termination or expiration of these Terms of Use. 14.7 Governing law and jurisdiction. These Terms of Use shall be exclusively governed by and construed in accordance with the laws of Belgium, without giving effect to any of its conflict of law principles or rules. The courts and tribunals of Ghent, section Dendermonde shall have sole jurisdiction should any dispute arise relating to these Terms of Use.

15) Definitions

“Account” means your account for the Roger Application which shall be provided to you by your Employer; “Agreement” means the agreement concluded between Roger and your Employer relating to the use of the Roger Solution; “Data Controller” means the physical or legal person, which, alone or jointly with others, determines the purposes and means of the processing of Personal Data; “Data Processor” means the physical or legal person which processes Personal Data on behalf of the Data Controller; !6
“Employee Feedback” means all feedback, data or answers provided by the User via the Roger Application in response to any Employer Content; “Employer” shall mean your employer who has provided you with your Account details and has entered into the Agreement; “Fees” means the fees to be paid by the Employer to Roger for the use of the Roger Solution as set out in the Agreement; “Intellectual Property Rights” means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights, know-how; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, (f) trade and business names, domain names, database rights, rental rights and any other industrial or intellectual proprietary rights or similar right (whether registered or unregistered); (g) all registrations, applications for registration, renewals, extensions, divisions, improvements or reissues relating to any of these rights and the right to apply for, maintain and enforce any of the preceding items, in each case in any jurisdiction throughout the world; “Personal Data” shall mean any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person; “Roger Dashboard” means the web-based application made available to your Employer, to allow your Employer to receive and review the Employee Feedback and create Employer Content. This application is also connected with the Roger Platform; “Roger Platform” means the platform on which the Roger Application and the Roger Dashboard are connected and collectively function; “Roger Solution” means the Roger Dashboard, the Roger Application and the Roger Platform; “Term” means the period as agreed upon between Roger and the Employer in the Agreement; Last revision: January 11, 2017.