Contrat de licence utilisateur final (CLUF) pour le Logiciel

Version 1.0, applicable from the date of publication on this website

GoTrust bv · Morelgem 24b, 9520 Vlierzele (Sint-Lievens-Houtem), Belgium · enterprise number 1037.576.138 · VAT BE1037.576.138 · RPR Gent, afdeling Oudenaarde (Register of Legal Entities) · info@arnodiqa.com · arnodiqa.com

In short

This summary helps you understand the EULA quickly. It is not binding: only the articles below apply.

• You get a perpetual licence once the licence fee has been paid. The licence remains valid even if you do not renew maintenance. It can only be terminated for a serious breach, such as non-payment or misuse.
• The Software works fully offline. Activation uses a signed licence file. There is no telemetry, no phone-home and no periodic reactivation. If GoTrust can ever no longer provide licence files, you may continue working within your licence (art. 8.8).
• CI, virtual machines, remote desktop and contractors working for you are allowed within your licence.
• You may publish benchmarks and comparisons.
• You may transfer your licence to another company, provided you delete all your copies.
• You may not rent out the Software, offer it as a service (SaaS) to third parties or resell it, except through the transfer above.
• We never use your data to train AI models. You create and send support bundles yourself.
• The Software can put messages on vehicle networks and reprogram ECUs. Use it only in a safe test set-up with an emergency stop, by qualified personnel. It is not certified under ISO 26262 or IEC 61508.
• We give a 12-month warranty. Our liability is limited, but never for intent, gross fault or personal injury.
• Belgian law. We first try to resolve disputes together. After that, the Enterprise Court of Ghent, Oudenaarde division, has jurisdiction.

1. Definitions

Capitalised terms have the meaning below in this EULA, in the General Terms of Sale and in the Maintenance Terms. The singular includes the plural.

1.1 GoTrust: GoTrust bv, with the details in the heading of this EULA.

1.2 Customer or you: the company that obtains a Licence. Anyone who installs or accepts the Software on behalf of a company does so in the name of that company.

1.3 Software: GoTrust's computer program for analysing, simulating, diagnosing, reprogramming and testing vehicle networks, 'Arnodiqa', in object code, with the desktop application, the command-line tool (CLI), the related utilities (such as the licence server) and the Documentation, including every Version that GoTrust makes available under this EULA. Open-source components (art. 11) form part of the Software, but their own code is governed by their own licence.

1.4 Documentation: the user documentation that GoTrust provides with a Version, in the Software (offline) or on the website.

1.5 Version: a release of the Software with its own version number in the form X.Y.Z. Major Version: all Versions with the same first number X. Release Date: the date on which GoTrust first makes a Version generally available.

1.6 Update: any Version released later than the Version the Customer already has, including a new Major Version. Security Update: a Version or fix that remedies a vulnerability, as described in art. 9.4.

1.7 Licence: the right to use the Software granted by this EULA, of the type and for the quantity stated in the Order or in the Licence File. Licence Unit: one unit of that quantity, namely one Machine for a Node-locked Licence, one Installation for a Volume Licence and one concurrent user session for a Floating Licence. A Site Licence is one Licence Unit.

1.8 Licence File: the file digitally signed by GoTrust that records the Licence in the Software (art. 8).

1.9 Order: the Customer's order as accepted by GoTrust, as recorded in GoTrust's Quotation or order confirmation. Quotation: GoTrust's written offer.

1.10 Delivery: the moment at which the Licence File and access to the installation files reach the Customer (art. 1.5 Belgian Civil Code), or, for delivery on a data carrier, the moment that carrier is received.

1.11 Maintenance: the service consisting of Updates and support, as described in the Maintenance Terms. Maintenance Period: a period during which the Customer has Maintenance for a Licence. The first Maintenance Period lasts 12 months from Delivery and is included in the licence fee.

1.12 Covered Version: every Version whose Release Date falls on or before the last day of the last Maintenance Period of the Licence concerned, and every Version the Customer receives as a Security Update (art. 9.4). If a Version X.Y.Z is a Covered Version, every other Version with the same X and Y (a patch version) is one too, regardless of its Release Date; this also applies to the Security Updates under art. 9.4.

1.13 Machine: one physical computer or one virtual machine, with one operating system instance.

1.14 Installation: a copy of the Software that is installed on a Machine and can be started. Several Versions on the same Machine count together as one Installation.

1.15 CI Agent: a Machine on which an automated build or test system of the Customer (such as a CI server or runner) starts the CLI without an interactive user.

1.16 User: a natural person who uses the Software and who (a) is an employee or director of the Customer or of an Affiliate, or (b) is a Contractor who is a natural person, or an employee or director of a Contractor.

1.17 Contractor: a natural person or company working on the instructions and for the benefit of the Customer, such as a consultant, a temporary worker or an engineering service provider.

1.18 Affiliate: a company that directly or indirectly controls the Customer, is controlled by the Customer or is under common control with the Customer. Control means holding more than 50 % of the voting rights or the right to appoint the majority of the directors.

1.19 Site: the address or addresses of the Customer's establishments stated in the Order.

1.20 Customer Data: all data that the Customer processes with the Software or provides to GoTrust, such as project files, scripts, network databases, measurement data, log files, crash reports, support bundles and the content of support requests. Business contact details are not Customer Data.

1.21 Evaluation Licence: a free, temporary Licence under art. 4.5, both the built-in evaluation and an evaluation with a Licence File. Restricted Mode: the operation of the Software under art. 4.6.

1.22 General Terms of Sale or GTS: GoTrust's general terms of sale and delivery. Maintenance Terms: GoTrust's terms for maintenance and support. Contract Documents: the Quotation and order confirmation, the Maintenance Terms, this EULA and the GTS.

1.23 In Writing: on paper or by e-mail. Business Day: any day other than a Saturday, a Sunday or a public holiday in Belgium (art. 1.7, § 3 Belgian Civil Code).

1.24 Qualified Personnel: Users who are trained in working with vehicle networks and in the safety rules of the test environment, who know the Documentation and whom the Customer has designated for the task.

2. Application, acceptance and order of precedence

2.1 This EULA governs the use of the Software between GoTrust and the Customer. It applies to every Licence, including an Evaluation Licence.

2.2 The Customer accepts this EULA by placing an Order that refers to this EULA, by accepting it in the installer or when the Software is first started, or by using the Software. The text can be consulted on the website before purchase, where it can also be downloaded, saved and printed, and offline in the Software afterwards (Help → Licence). The Software stores locally which version of the EULA was accepted.

2.3 In the event of a conflict between the Contract Documents, the following order of precedence applies: (1) the Quotation or order confirmation, (2) the Maintenance Terms, (3) this EULA, (4) the GTS. A higher-ranking document prevails only on the point on which there is a conflict. A written agreement signed by both parties prevails over a EULA later accepted in the installer.

2.4 If the Customer buys through a reseller, the arrangements with that reseller govern price, payment, invoicing and delivery. This EULA then applies directly between GoTrust and the Customer. The Maintenance Terms (for the content of the Maintenance the Customer buys through the reseller) and the GTS then also apply between GoTrust and the Customer, except for the articles on quotations, prices, delivery, invoicing and payment (art. 4 to 9 GTS). Annex A to the GTS (data processing agreement) therefore also applies if the Customer buys through a reseller.

2.5 The Customer's general terms do not apply to the use of the Software (see art. 3 GTS).

2.6 Acceptance for an entire Machine. Anyone who accepts the EULA in the installer, or with the function for acceptance for the entire Machine described in the Documentation, does so on behalf of the Customer and for all Users of that Machine. The Software does not then ask those Users to accept again, as long as the EULA version stays the same. The Users are not parties to this EULA: the Customer is bound. The Customer ensures that its Users know and comply with the EULA, in particular art. 6, 7 and 12. Every User can read the EULA offline in the Software (Help → Licence).

3. Grant of licence

3.1 GoTrust grants the Customer a non-exclusive Licence to install and use the Software for its own business purposes, within the type and quantity of the Licence and in accordance with this EULA.

3.2 A Licence that is not granted as an Evaluation Licence is perpetual: it applies without time limit to every Covered Version. It ends only in the cases set out in art. 17. The end of Maintenance does not end the Licence.

3.3 The Licence cannot be sublicensed. Use by Users under art. 5 is not a sublicence. The Licence is transferable under art. 18.

3.4 As long as the licence fee has not been paid in full, art. 16 applies.

3.5 All rights not expressly granted by this EULA remain with GoTrust or its licensors. The Customer obtains a right of use, not ownership of the Software.

4. Licence types

4.1 Node-locked Licence. For each Licence Unit, the Customer may install and use the Software on one Machine, identified in the Licence File by a machine fingerprint (art. 8.3). (a) One interactive user session and an unlimited number of CLI processes may run on that Machine at the same time. (b) The Customer may move the Licence to another Machine free of charge. GoTrust provides a new Licence File for this within 2 Business Days of receiving the new fingerprint. The Customer deletes the old Licence File from the previous Machine. (c) Up to 4 moves per Licence Unit within any period of 12 consecutive months need no reason. For more moves, the Customer gives a short reason In Writing. GoTrust refuses only if the moves indicate that the Software is being used on more Machines at the same time than the Licence allows.

4.2 Site Licence. The Customer may install and use the Software on an unlimited number of Machines that it manages and that are assigned to the Site. A Machine is assigned to the Site if it is permanently located at the Site or is in use by a User whose regular workplace is at the Site. Temporary use outside the Site, such as during a business trip, a test drive or home working, is allowed.

4.3 Volume Licence. The Customer may have the Software on at most the number of Installations stated in the Order at the same time, regardless of location. The Customer keeps a simple record of its Installations (Machine name or asset number and location). That record stays with the Customer; GoTrust may only request it under art. 20.

4.4 Floating Licence. The Customer may install the Software on an unlimited number of Machines. The number of concurrent user sessions is limited to the number of Licence Units and is managed by the licence server that comes with the Software. A user session is the use of the desktop application or the CLI by one User on one Machine; several windows or processes of the same User on the same Machine count as one session. Use on CI Agents is governed by art. 5.1. (a) The Customer runs the licence server on its own network, including in a virtual machine. Access to that network through the Customer's VPN is allowed. (b) A Licence Unit may be borrowed by a Machine for use without a connection to the licence server, for at most 180 days per borrowing. A borrowed Licence Unit counts as in use for the duration of the borrowing.

4.5 Evaluation Licence. (a) Without a Licence File that covers the Version used, the Software works with all functions for 30 days, counted from the first use without such a Licence File (the built-in evaluation). In addition, GoTrust may grant a free Evaluation Licence with all functions through a Licence File; it is valid for 30 days from Delivery of that Licence File. At the Customer's request In Writing, GoTrust extends an Evaluation Licence once by 30 days, unless art. 19 prevents this. The fact that the Software technically tracks the built-in evaluation per user account does not affect art. 4.5(b). (b) The Customer uses the Evaluation Licence only to assess whether it wants to buy the Software. This includes tests on its own test set-ups, with its own hardware and its own projects. Productive use is not allowed. Productive use is work whose result is used in the Customer's normal business operations or is delivered to a third party. (c) When the Evaluation Licence ends, the Software operates in Restricted Mode (art. 4.6). The files the Customer has created remain on its systems and remain its property. (d) The Customer may publish the results of its evaluation, including benchmarks, under art. 5.6. (e) The following do not apply to the Evaluation Licence: art. 13 (warranty), art. 15 (indemnity), art. 18 (transfer). Liability is governed by art. 14.5.

4.6 Restricted Mode. If there is no Licence File that covers the Version used and the evaluation has ended, the Software operates in Restricted Mode. Any company may use the Software in that mode free of charge, for its own projects and data; it is then a Customer within the meaning of this EULA. (a) What works: opening and editing projects and databases, opening, viewing and replaying log files offline, converting and exporting, creating support bundles, and the licence functions. (b) What does not start: measurements on a bus (real or simulated), sending messages, test modules, reprogramming (flashing) ECUs and the hardware self-test. (c) A measurement that is already running is never interrupted (art. 8.6). (d) Art. 4.5(e) and 14.5 apply to Restricted Mode.

5. Permitted use

5.1 CI and headless use. For each Licence Unit, the Customer may additionally use the CLI without an interactive user on at most 2 CI Agents at the same time, for its own build and test processes. More CI Agents require an additional Licence. Use on a CI Agent may also take place through a virtual machine or container. On request, GoTrust provides the Licence Files needed for this free of charge. For a Site Licence, the number in the first sentence does not apply: CI Agents are Machines within the meaning of art. 4.2, and a CI Agent that the Customer manages for the Site is treated as assigned to the Site, even if it is located in a data centre or in a private cloud of the Customer.

5.2 Virtual machines and remote desktop. The Software may run in a virtual machine. A virtual machine counts as one Machine. A clone or snapshot of the same virtual machine does not count as an additional Machine as long as only one of them runs at a time. The Software may be operated through remote desktop or a similar connection, within the limits of the Licence type.

5.3 Contractors. Contractors may use the Software, including on their own Machines, if they do so for the benefit of the Customer and within the quantity of the Customer's Licence. A Contractor may not use the Software for other clients or for itself. The Customer is responsible for its Contractors' compliance with this EULA.

5.4 Affiliates. Employees of Affiliates may use the Software within the quantity of the Customer's Licence. For a Site Licence, this applies only at the Site. The Customer remains liable for that use. If a company ceases to be an Affiliate, its use stops, unless the Licence is transferred to it under art. 18.

5.5 Backup copies and archive. The Customer may copy the installation files, Licence Files and Documentation as backup copies and keep them in an archive, including in order to reproduce earlier test results later. Those copies do not count as Installations as long as they are not installed. The right to make a backup copy that is necessary to use the Software cannot be restricted (art. XI.299, § 2 Belgian Code of Economic Law, CEL).

5.6 Benchmarks and comparisons. The Customer may measure the performance and functions of the Software, compare them with other products and publish the results, without GoTrust's permission. GoTrust asks, without this being a condition, that the Version, the configuration and the measurement method be stated. The Customer may not give the impression that GoTrust has approved the publication.

5.7 Services for the Customer's own customers. The Customer may use the Software to provide services to its own customers, such as test campaigns, measurements or diagnostics, and may provide the results (reports, log files, scripts, configurations) to them. The Customer's customers do not thereby obtain their own access to operate the Software themselves.

5.8 Earlier Versions. The Customer may install any Covered Version, including several Versions side by side, within the quantity of the Licence (see art. 1.14).

5.9 Results. Everything the Customer creates with the Software, such as projects, scripts, measurement data and reports, belongs to the Customer. GoTrust acquires no rights in it.

6. Restrictions

Except to the extent this EULA or mandatory law expressly permits it, the Customer may not:

6.1 rent, lend, lease, sublicense or sell the Software or distribute it in any other way, except by a transfer under art. 18;

6.2 make the Software available as a service, hosting service or in time-sharing to third parties who are not Users, so that those third parties can operate the Software themselves (for example a SaaS or cloud offering), unless GoTrust agrees In Writing;

6.3 use the Software outside the type and quantity of the Licence;

6.4 circumvent, disable or manipulate the licensing mechanism, modify or forge a Licence File, or share a Licence File with a third party (see also art. XI.304 CEL);

6.5 remove or modify copyright notices, trademark notices or licence texts in the Software;

6.6 modify, translate or adapt the Software, except in the cases of art. 7;

6.7 use the Software in breach of art. 12 (safety) or art. 19 (export and sanctions).

7. Reverse engineering and statutory exceptions

7.1 The Customer may not decompile, disassemble or otherwise reduce the Software to source code (reverse engineering), except in the cases set out in this article.

7.2 This EULA never restricts the mandatory rights of the lawful user of a computer program (art. XI.301 CEL), in particular: (a) observing, studying and testing the functioning of the Software in order to determine the underlying ideas and principles, while loading, running or storing it in the normal way (art. XI.299, § 3 CEL); (b) reproducing and translating the code where this is indispensable to obtain the information necessary to achieve the interoperability of an independently created program, within the conditions and limits of art. XI.300 CEL. On request In Writing, GoTrust provides the available information on interfaces and file formats within 30 days; (c) making a backup copy (art. 5.5).

7.3 Error correction. GoTrust corrects errors through the warranty (art. 13) and Maintenance. If the Customer has reported an error In Writing and GoTrust has not provided a fix or a workable workaround within 60 days, the Customer may carry out the acts necessary to correct that error, solely for that purpose (art. XI.299, § 1 CEL). It informs GoTrust of this In Writing.

7.4 Where an open-source licence (art. 11) gives more rights for a component, those rights apply to that component.

7.5 Security research. The Customer may test the security of its own Installations within art. 7.2(a). GoTrust asks that vulnerabilities be reported to security@arnodiqa.com and only be published once a fix is available or 90 days after the report, whichever is earlier. This request is not a condition of the Licence.

8. Licence File and activation

8.1 The Software checks the Licence locally using the Licence File. This requires no internet connection, no connection to GoTrust and no periodic reactivation.

8.2 The Licence File states, among other things, the Customer, the Licence type, the quantity, the last day of the last Maintenance Period and, for a Node-locked Licence, the machine fingerprint. A perpetual Licence has no expiry date in the Licence File. An Evaluation Licence does.

8.3 For a Node-locked Licence, the Customer reads the machine fingerprint locally (for example with the CLI) and sends it to GoTrust through its own channel. The fingerprint is a hash of the operating system's installation ID. It contains no personal data: no user name, host name, MAC address or serial number, and the installation ID itself does not leave the Machine. After a reinstallation of the operating system, the fingerprint changes; art. 4.1(b) then applies.

8.4 GoTrust provides a Licence File within 2 Business Days of accepting the Order, or of receiving the fingerprint if that comes later. GoTrust replaces a lost or damaged Licence File free of charge.

8.5 The functioning of the Software does not depend on a GoTrust server. Existing Licence Files continue to work, even if GoTrust were to cease its activities.

8.6 A missing, expired or invalid Licence File never interrupts a running measurement or test: the Software checks the Licence only when a function is started. Once the evaluation has ended, the Software operates in Restricted Mode (art. 4.6). There is no function by which GoTrust or anyone else can disable a Covered Version (art. 8.7).

8.7 GoTrust cannot disable the Software remotely and will not attempt to do so.

8.8 Continuity. A Licence that has been paid in full remains usable if GoTrust can no longer provide Licence Files. Therefore: (a) A Continuity Event occurs if GoTrust (i) ceases its activities relating to the Software without a successor taking over the Licences under art. 18.6, (ii) is declared bankrupt or is dissolved, or (iii) fails to provide a Licence File to which the Customer is entitled (art. 4.1(b), 8.4 or 18.2) within 30 days after the Customer has demanded it In Writing. (b) In a Continuity Event, the Customer may, by way of derogation from art. 6.4 and 7.1, modify or circumvent the licensing mechanism, or have it modified or circumvented, solely in order to continue using the Software within the type and quantity of its Licence, including on replacement Machines and with a replacement licence server. This right forms part of the Licence and also applies against any legal successor of GoTrust. (c) GoTrust may deposit for this case a continuity package (a Licence File or tool that releases the Licence from a Machine or licence server) with an independent third party, which provides it to the Customer in a Continuity Event. If it does so, it states the third party and the conditions on the website. (d) The source code of the Software is not covered by this article. A source code escrow may be agreed in the Quotation.

9. Updates, versions and security updates

9.1 During a Maintenance Period, the Customer is entitled to all Updates, including new Major Versions, in accordance with the Maintenance Terms.

9.2 After Maintenance ends, the Customer may continue to use every Covered Version without time limit. Versions released later are not covered by the Licence, except patch versions of a Covered Version (art. 1.12) and Security Updates under art. 9.4.

9.3 The Customer decides whether and when to install an Update. The Software installs nothing automatically and does not automatically check for Updates.

9.4 Security Updates. GoTrust makes Security Updates for vulnerabilities in a Major Version available free of charge to every Customer with a Licence for a Version of that Major Version, also without Maintenance. It does so for that Customer for 5 years, counted from the later of these two dates: the first Release Date of the Major Version, or the Delivery of the Licence to the Customer (the support period). GoTrust states the end date of the support period (at least month and year) in the Quotation or the order confirmation. A Security Update is either a fix for the Customer's Version or a later Version within the same Major Version that GoTrust makes available free of charge for that purpose. The Maintenance Terms set this out in more detail.

9.5 An Update may change functions. GoTrust does not remove in an Update a function that was described in the Documentation of an earlier Covered Version without stating this in the release notes. The Customer keeps the right to continue using the earlier Covered Version.

10. Data and privacy

10.1 No telemetry. The Software does not collect usage data, crash data or any other data in order to send it to GoTrust or a third party, and does not send such data.

10.2 No connections of its own. Without prejudice to art. 10.3, the Software makes no network connection to GoTrust or to third parties. It only makes connections that the User sets up or starts, such as to bus hardware, to ECUs (for example via DoIP), to the licence server on the Customer's network, or to another service that the User expressly configures.

10.3 Microsoft WebView2 and the operating system. The desktop application uses Microsoft WebView2 for display. WebView2 is a Microsoft component. How WebView2 itself retrieves updates or sends data to Microsoft is determined by Microsoft and by the Customer's Windows settings, not by GoTrust. The same applies to functions of the operating system itself, such as the operating system's error reporting. The Documentation describes how the Customer can use WebView2 in an isolated environment. The Software displays only its own local content in WebView2; Microsoft Defender SmartScreen is disabled for this in the Software.

10.4 Application logs and crash reports. The Software writes log files about its own operation (application logs) and crash reports only locally, on the Customer's systems. They contain no frame content, no signal values and no keys. This article does not concern the measurement log files and exports that the User records with the Software; those naturally contain bus data and also remain on the Customer's systems.

10.5 Support bundles. The Customer creates a support bundle itself, with a function of the Software, and sees in advance which files it will contain. By default, a support bundle contains no project files, no host name and no device serial numbers, and user names in paths are replaced. Measurement log files, signal exports, keys and Seed & Key libraries are never included. The Customer decides whether, and through which channel, to send a support bundle to GoTrust.

10.6 No AI training. GoTrust does not use Customer Data to train, fine-tune or evaluate machine-learning or artificial-intelligence models, not even after anonymisation, and does not allow third parties to do so. GoTrust does not enter Customer Data into third-party AI services without the Customer's prior consent In Writing.

10.7 Use of Customer Data by GoTrust. GoTrust uses Customer Data it receives only to handle the support request, the warranty claim or the Order for which the Customer provided it. If Customer Data contains personal data, GoTrust processes it as a processor under Annex A to the GTS.

10.8 GoTrust's privacy statement describes how GoTrust processes business contact details.

11. Open source and third parties

11.1 Open-source components. The Software contains third-party components under open-source licences, such as MIT, Apache-2.0 and BSD. The list of those components and their licence texts is available in the Software (Help → Third-party notices) and in the third-party notices file with the installation files. For the code of such a component, the open-source licence prevails over this EULA to the extent that licence requires.

11.2 Drivers and libraries of hardware manufacturers. To access bus hardware, the Software loads drivers and libraries from the manufacturer of that hardware (for example from PEAK-System, Vector or Kvaser). GoTrust does not supply them. The Customer obtains and installs them itself from the manufacturer, under the manufacturer's licence terms, and complies with those terms. GoTrust is not responsible for the functioning, availability or licence terms of those drivers and libraries. The Documentation states which versions the Software has been tested with.

11.3 Customer libraries. If the Customer loads its own libraries or libraries supplied by third parties into the Software (for example a Seed & Key library), the Customer ensures that it is entitled to do so. Those libraries are not part of the Software.

11.4 Microsoft WebView2. WebView2 is software of Microsoft Corporation (Microsoft), not of GoTrust, and is subject to Microsoft's licence terms for the WebView2 Runtime. Therefore, also for the benefit of Microsoft: (a) the Customer uses WebView2 only as part of the Software; it does not distribute, rent or share it separately and does not offer it as a separate product; (b) the Customer does not decompile, disassemble or reverse engineer WebView2 and does not remove or modify Microsoft's notices, except to the extent mandatory law permits it; (c) WebView2 may update itself and send data to Microsoft, as described in art. 10.3 and in Microsoft's privacy statement (aka.ms/privacy); (d) Microsoft gives the Customer no warranty for WebView2 and is not liable to the Customer for WebView2, to the extent the applicable law permits. Microsoft may rely directly on this article. This article does not limit GoTrust's obligations under art. 13 and 14.

11.5 Trademarks. Names of third-party products, protocols and companies, such as CAPL, PCAN, CANlib and WebView2, may be trademarks of their respective owners. GoTrust uses them only to describe the compatibility or interoperability of the Software. Such use does not imply any affiliation with or endorsement by those owners.

12. Safety

12.1 Why this article matters. The Software can put messages on vehicle networks, simulate electronic control units (ECUs), modify signals, inject faults, run diagnostic services and reprogram ECUs. Incorrect use can cause unexpected behaviour of a vehicle or system, and thereby property damage, injury or death.

12.2 Intended use. The Software is intended for development, testing, validation and diagnostics by Qualified Personnel. It may only be used on vehicles, ECUs and networks for which the Customer is authorised to do so.

12.3 Safe test set-up. For any use in which the Software sends messages or reprograms an ECU, the Customer ensures: (a) a test set-up suitable for the test, such as a test bench, a HIL set-up, a laboratory or a closed test track; (b) an emergency stop or an equivalent measure that can bring the system into a safe state, independently of the Software and of the Machine on which it runs; (c) for functions that can affect propulsion, braking, steering or other safety functions: a vehicle secured against unintended movement, or another appropriate measure; (d) for reprogramming: a stable power supply and a means of recovery (for example a bootloader or a limp-home mode) in case reprogramming is interrupted; (e) a written risk assessment of the test, if the test can affect safety functions or takes place in a vehicle with people on board.

12.4 Public roads. The Software may not be used to send messages or reprogram ECUs in a vehicle that is taking part in traffic on public roads, unless the Customer (a) holds the required legal authorisations for test drives, (b) has carried out a risk assessment, (c) uses a safety driver and (d) has taken technical measures that prevent the Software from affecting safety functions in an uncontrolled way. Measuring and logging only, with an interface in a mode that itself puts no messages or acknowledgements on the network (listen-only), is not covered by this prohibition.

12.5 No certification. The Software has not been developed or certified under ISO 26262, IEC 61508, ISO 21448 or any other functional-safety standard, and has not been qualified as a tool under ISO 26262-8. If the Customer uses the Software in a safety process, it carries out the required tool qualification or validation itself. The Software is not intended to form part of a system in a vehicle that takes part in traffic.

12.6 Validation of results. Measurements, test verdicts, reports and other results of the Software are aids. The Customer validates them before basing a decision on them, such as a release, a type approval or a safety decision.

12.7 Legal requirements. The Customer complies with the rules that apply to its tests, such as rules on type approval, cybersecurity, occupational safety and the protection of data in vehicles.

12.8 Effect on liability. Damage resulting from use in breach of this article is borne by the Customer, to the extent that such use caused the damage. This article does not limit GoTrust's liability in the cases of art. 14.1.

13. Warranty

13.1 For 12 months after Delivery of a Licence, GoTrust warrants that the Covered Version delivered at that time, when used in accordance with the Documentation on a supported system, substantially conforms to the functions described in the Documentation of that Version. A deviation is a Defect if it is reproducible and substantially impairs the use of a described function.

13.2 The Customer reports a Defect In Writing to support@arnodiqa.com, with a description and, where possible, the steps to reproduce it and a support bundle. A report made within the warranty period remains covered by the warranty, even if the remedy comes later.

13.3 GoTrust remedies a reported Defect free of charge, at its choice by a fix, an Update or a workable workaround. If this does not succeed within 30 days of the report, or within a longer period the Customer accepts In Writing, the Customer may end the Licence concerned. GoTrust then refunds the licence fee for that Licence and the unused part of the prepaid maintenance fee.

13.4 The warranty does not apply to a deviation caused by: (a) a modification of the Software by anyone other than GoTrust; (b) use in breach of this EULA or the Documentation; (c) hardware, drivers, libraries, operating systems or other software not supplied by GoTrust, to the extent the Documentation does not list them as supported; (d) an Evaluation Licence.

13.5 GoTrust does not warrant that the Software will operate without interruption or entirely free of errors, nor that it is suitable for a purpose not described in the Documentation.

13.6 This warranty is in addition to the rights the Customer has by law. Art. 14 applies to all claims.

14. Liability

14.1 Unlimited liability. Nothing in the Contract Documents limits or excludes a party's liability: (a) for its intentional fault (opzettelijke fout), its fraud or its gross fault (zware fout), or that of a person for whom it is responsible; (b) for damage resulting from harm to the life or physical integrity of a person caused by its fault or that of a person for whom it is responsible (art. 5.89, § 1 Belgian Civil Code); (c) to the extent mandatory law prohibits a limitation or exclusion, such as liability for defective products.

14.2 Excluded damage. Outside the cases of art. 14.1, a party is not liable for: (a) loss of profit, revenue or savings; (b) loss of production or business interruption; (c) loss of customers, contracts or goodwill; (d) costs of recalls or warranty campaigns of the Customer or of its customers; (e) third-party claims, except in the cases of art. 15; (f) loss of or damage to data, except the costs of restoring that data from the latest backup copy that the Customer should have made under its own backup policy or, if it has no backup policy, from a daily backup copy.

14.3 Cap. Outside the cases of art. 14.1, a party's total liability for all damage together arising out of or in connection with an Order is limited to the higher of: (a) EUR 25,000; or (b) the total amounts the Customer has paid or still has to pay under that Order. If the Customer bought through a reseller, amount (b) is what GoTrust has received for the Licence concerned and its Maintenance.

14.4 Reciprocity. Art. 14.2 and 14.3 also apply to the Customer's liability, except for: (a) payment of amounts due; (b) use of the Software outside the Licence or in breach of art. 6 or 7; (c) a breach of art. 19 (export and sanctions).

14.5 Evaluation Licence and free services. For an Evaluation Licence and for other services that GoTrust provides free of charge, GoTrust is liable only in the cases of art. 14.1.

14.6 Notice of damage. A party gives notice of damage In Writing within 60 days after it has established it or should reasonably have established it. A later notice does not cause the right to compensation to lapse, but damage that arose or increased as a result of the late notice itself is not compensated.

14.7 Auxiliaries. Employees, directors and subcontractors of a party may rely on the same limitations as that party (art. 6.3, § 2 Belgian Civil Code).

14.8 Art. 14 applies to all claims, regardless of their legal basis (contractual or non-contractual), to the extent the law permits.

15. Intellectual property and indemnity

15.1 The Software, the Documentation and all intellectual property rights in them belong to GoTrust or its licensors.

15.2 Indemnity. If a third party claims that the use of the Software in accordance with this EULA infringes a patent, copyright, trademark or trade secret valid in a country of the European Economic Area, in the United Kingdom or in Switzerland, GoTrust defends the Customer at its own expense. GoTrust pays the amounts the Customer is ordered to pay in a final court decision or that GoTrust accepts in a settlement.

15.3 Conditions. The Customer (a) informs GoTrust In Writing within 15 Business Days of receiving the claim; a later notice reduces GoTrust's obligation only to the extent the delay has prejudiced the defence; (b) lets GoTrust conduct the defence and any settlement; (c) provides the reasonable cooperation GoTrust requests, at GoTrust's expense; and (d) does not admit the claim without GoTrust's consent In Writing.

15.4 Remedies. GoTrust may, at its choice, (a) obtain the right for the Customer to continue using the Software, (b) modify or replace the Software so that it no longer infringes while keeping substantially the same functions, or, if (a) and (b) are not reasonably possible, (c) end the Licence concerned. In case (c), GoTrust refunds the licence fee less 1/60 for each full month since Delivery, and the unused part of the prepaid maintenance fee.

15.5 Cap. The obligations under art. 15.2 are limited per Order to EUR 250,000, except in the cases of art. 14.1.

15.6 Exceptions. Art. 15.2 does not apply to a claim arising from: (a) a combination of the Software with products, data or processes not supplied by GoTrust, if there would be no infringement without that combination; (b) a modification of the Software by anyone other than GoTrust; (c) Customer Data, scripts or libraries of the Customer; (d) use of a Version while GoTrust had offered free of charge a non-infringing Version with substantially the same functions; (e) solely complying with a specification imposed by the Customer.

15.7 This article sets out GoTrust's entire obligations in the event of infringement of third-party rights, without prejudice to art. 14.1.

16. Fees and retention of title

16.1 Fees, payment and delivery are governed by the Order and the GTS.

16.2 Until the licence fee has been paid in full, the Customer may use the Software fully, but the Licence is provisional. If payment is not made, GoTrust may terminate the Order for breach under art. 8.6 GTS, and the Licence ends. On payment in full, the Licence becomes definitively perpetual under art. 3.2.

17. Term, termination and consequences

17.1 A perpetual Licence remains valid without time limit. It ends only: (a) if the Customer ends it In Writing; this is possible at any time, without refund; (b) if it is terminated for a breach by the Customer (ontbinding) under art. 17.2 to 17.4; (c) in the cases of art. 13.3, 15.4(c) or 16.2.

17.2 Termination for breach. GoTrust may terminate a Licence without prior court intervention (art. 5.92 Belgian Civil Code) if the Customer: (a) uses the Software outside the type or quantity of the Licence (art. 6.3), or in breach of art. 6.1, 6.2 or 6.4 or art. 7, and does not remedy that breach within 30 days of a formal notice (ingebrekestelling) In Writing describing the breach; (b) does not pay the licence fee for that Licence, in accordance with art. 8.6 GTS; (c) uses the Software in breach of art. 19 (export and sanctions); in that case no remedy period is required.

17.3 Remedy by purchase. If the Customer uses the Software on more Machines, Installations or concurrent sessions than the Licence allows, it remedies that breach within the meaning of art. 17.2(a) by removing the excess within the remedy period or by buying the missing Licence Units at the list price applicable at that time. GoTrust charges no penalty on top of this.

17.4 Termination is effected by registered letter or by qualified electronic registered delivery, and states the breaches (art. 5.92 Belgian Civil Code). It concerns only the Licence(s) to which the breach relates.

17.5 Consequences. After a Licence ends, the Customer stops using the Software under that Licence, deletes all Installations and copies of it within 30 days, except copies it is required by law to keep, and confirms this In Writing at GoTrust's request. Customer Data remains the Customer's.

17.6 Articles which by their nature continue to apply after the end, such as art. 10.6, 14, 15, 19, 22 and 23, continue to apply.

18. Transfer of the Licence

18.1 The Customer may transfer a perpetual Licence to another company (the Transferee) under the following conditions: (a) the licence fee has been paid in full; (b) for a Node-locked or Floating Licence, the Customer transfers one or more complete Licence Units; a Site Licence or a Volume Licence is transferred only as a whole, unless GoTrust agrees In Writing to a split; (c) the Customer informs GoTrust In Writing of the name, address and enterprise number of the Transferee; (d) the Transferee accepts this EULA; (e) the Customer deletes all Installations and copies under the transferred Licence and confirms this In Writing.

18.2 GoTrust provides the Transferee with a new Licence File free of charge. GoTrust may refuse a transfer only if it would breach art. 19.

18.3 A current Maintenance Period passes to the Transferee with the Licence. The Transferee may renew Maintenance under the Maintenance Terms.

18.4 A transfer within a group of Affiliates, or in a merger, demerger or transfer of a business unit, follows the same rules.

18.5 An Evaluation Licence is not transferable.

18.6 GoTrust may transfer its rights and obligations under this EULA to a successor that takes over its activities relating to the Software, if that successor honours the existing Licences on the same terms. GoTrust informs the Customer of this In Writing.

19. Export and sanctions

19.1 The Customer complies with the export control and sanctions rules that apply to it, in particular Regulation (EU) 2021/821 (dual-use items), Regulation (EU) No 833/2014 (Russia) and Regulation (EC) No 765/2006 (Belarus).

19.2 The Customer shall not, directly or indirectly, sell, supply, transfer, export or make available the Software, Updates or Licence Files: (a) in Russia or Belarus, or for use in Russia or Belarus; (b) to a person, entity or body listed on a sanctions list of the European Union, or controlled by such a person, entity or body; (c) for a military end use or a use in connection with weapons of mass destruction, if a licence is required for this and has not been obtained.

19.3 If the Customer lawfully transfers the Software to a third party outside the European Union, it contractually imposes the obligations of art. 19.2 on that third party, with appropriate remedies in the event of a breach.

19.4 The Software contains cryptographic functions (including AES-CMAC for SecOC, TLS for DoIP and digital signatures for verifying the Licence File). On request, GoTrust provides its assessment of the export classification of the Software. That assessment is for information; the Customer remains responsible for its own exports.

19.5 GoTrust may suspend a delivery, a Licence File or an Update as long as a required licence has not been obtained or as long as there are serious indications of a breach of art. 19.2. It informs the Customer without undue delay, unless the law prohibits this.

20. Verification of licence use

20.1 GoTrust does not verify licence use without cause. A cause is a specific indication, communicated In Writing, that the Software is being used outside the Licence.

20.2 Where there is a cause, GoTrust may ask the Customer In Writing to provide, within 30 days, a statement on the number of Installations, Machines or concurrent sessions. A statement by an authorised representative of the Customer is sufficient.

20.3 Only if the Customer does not provide that statement within 30 days, or if there are new, specific indications that the statement is incorrect, may GoTrust have a verification carried out by an independent expert bound by confidentiality. That verification (a) is announced In Writing at least 30 days in advance; (b) takes place during the Customer's office hours and in a way that disrupts its activities as little as possible; (c) does not require the Customer's systems to be connected to an external network; (d) is limited to licence use; and (e) gives the expert no access to Customer Data.

20.4 The costs of the verification are borne by GoTrust. If the Customer turns out to use more than 10 % more than its Licences allow, the Customer pays the expert's reasonable costs. Art. 17.3 applies to the excess.

21. Changes to this EULA

21.1 GoTrust may change this EULA for future Licences and Versions. A change never affects a Covered Version the Customer already had: for that Version, the EULA version the Customer accepted for it continues to apply.

21.2 If a Customer with current Maintenance installs a new Version supplied with a new EULA version, the EULA version applicable at the start of that Maintenance Period applies until the end of that period. The Customer may choose the new EULA version In Writing.

21.3 For a Security Update, the EULA version that applied to the Version it replaces continues to apply, unless the Customer chooses the new EULA version In Writing.

21.4 GoTrust lists the changes compared with the previous EULA version in the release notes.

22. Notices and language

22.1 Notices are given In Writing to the addresses in the Order, or to legal@arnodiqa.com for GoTrust. By stating an e-mail address in the Order, a party accepts its use for notices (art. 1.5 Belgian Civil Code). For a formal notice or a termination for breach, art. 17.4 also applies.

22.2 This EULA exists in Dutch and in English. Both versions were prepared with the same care. If their meaning differs, the Dutch version prevails. Legal concepts in this English version have the meaning they have under Belgian law; where useful, the Dutch term is given in italics.

23. Governing law, disputes and jurisdiction

23.1 This EULA and all Contract Documents are governed by Belgian law. The United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention, CISG) is excluded (art. 6 CISG).

23.2 Consultation first. In the event of a dispute, a party sends the other a written description of it. Within 30 days thereafter, representatives of both parties with authority to settle consult with each other. In addition, either party may at any time propose attempting mediation by an accredited mediator (art. 1730 Belgian Judicial Code). Mediation is voluntary; the other party responds to the proposal within 15 days.

23.3 A party may only go to court after the 30-day consultation period. This does not apply to (a) provisional or protective measures or summary proceedings (kort geding), (b) the collection of invoices that were not disputed In Writing with reasons within their payment term, and (c) preventing a limitation period from expiring.

23.4 The Enterprise Court of Ghent (ondernemingsrechtbank Gent), Oudenaarde division, has exclusive jurisdiction. Provisional or protective measures may also be sought from any other competent court.

24. Final provisions

24.1 The Contract Documents constitute the entire agreement on their subject matter and replace earlier arrangements on it.

24.2 If a provision is void or unenforceable, the other provisions remain in force. The parties replace the provision with a valid provision that comes as close as possible to its purpose.

24.3 A party that does not exercise a right, or exercises it late, does not thereby waive that right.

24.4 Both parties may use any means of proof permitted by law.

Annex: acceptance texts in the Software

A. Installer (licence page)

Licence agreement This text is followed by the full End User Licence Agreement (EULA), version 1.0, in Dutch and in English. Please read it before you continue. After installation, you can also read it offline via Help → Licence. By choosing the button in this installer with which you accept the licence agreement, and continuing the installation, you accept the EULA on behalf of the company for which you are installing the Software. That acceptance applies to all users of this computer (art. 2.6). Three points in short: - The Software makes no connection to GoTrust and collects no telemetry (art. 10). - It can put messages on vehicle networks and reprogram ECUs. Use it only in a safe test set-up with an emergency stop (art. 12). - These points are a summary. The full EULA is binding. If you are not authorised to bind the company, or if you do not agree, do not accept the licence agreement and cancel the installation.

B. First start of the application

Welcome Use of the Software is governed by the End User Licence Agreement (EULA), version 1.0. Read the EULA The Software can send messages on vehicle networks and reprogram ECUs. Use it only in a safe test set-up with an emergency stop, by qualified personnel (art. 12 EULA). Accept on behalf of my company Exit

C. CLI (first use)

Use of the Software is governed by the EULA, version 1.0. Read it with <cli> license eula or in the installation folder (EULA.en.txt). Accept it on behalf of your company with <cli> license accept. The Software can send messages on vehicle networks and reprogram ECUs. Use it only in a safe test set-up with an emergency stop (art. 12 EULA). For non-interactive use (CI), acceptance can be recorded in advance with the environment variable or configuration setting described in the Documentation.