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Colorportal Enterprise Subscription Agreement

Note: Version 25a - 2025-31-10

By subscribing to the Colorportal Enterprise services (the “Services”) provided by CMA IMAGING its affiliates (collectively, “Colorportal”) in relation with Colorportal Enterprise (the “Software”), hosted on Amazon Web Services Cloud platforms (the “Cloud Platform”), you (the “Customer”) are agreeing to be bound by the following terms and conditions (the “Agreement”).


1 Term of the Agreement

The duration of this Agreement (the “Term”) shall be specified in writing on conclusion of this Agreement, beginning on the date of conclusion. It is automatically renewed for an equal Term, unless either party provides a written notice of termination minimum 90 days before the end of the Term to the other party.


2 Definitions

“App” is a specialized group of features available for installation in the Software.

“Bug” is considered a Bug any failure of the Software that results in a complete stop, error traceback or security breach, and is not directly caused by a defective installation or configuration. Non-compliance with specifications or requirements will be considered as Bugs at the discretion of Colorportal (typically, when the Software does not produce the results or performance it was designed to produce).

“Company” is a Customer’s location site specified in the Software.

“Covered Versions” Unless specified otherwise, the Services provided under this Agreement are applicable only to the Covered Versions of the Software, which include the 2 most recently released major versions.

“Extra Module” is a directory of source code files, or a set of customizations created in a database that adds features or changes the standard behavior of the Software. It may have been developed by the Customer, by Colorportal, on behalf of the Customer, or by third parties.

“Hardware Component” is a component such as a spectrophotometer or other hardware that can be connected in the Software.

“Subscription Plan” defines a set of Apps, Companies, Hardware Components, Users, features and hosting solutions covered by this Agreement, and is defined in writing at the conclusion of this Agreement.

“User” Any user account indicated as active in the Software, with access to creation and/or edition mode.


3 Access to the Software

The Customer can use the Software hosted on the Cloud Platform. The Cloud Platform is hosted and fully managed by Colorportal, and accessed remotely by the Customer.

For the duration of this Agreement, Colorportal gives the Customer a non-exclusive, non-transferable license to use (execute, modify, execute after modification) the Colorportal Enterprise Software, under the terms set forth in 9: Colorportal Enterprise License.

The Customer agrees to take all necessary measures to guarantee the unmodified execution of the part of the Software that verifies the validity of the Colorportal Enterprise usage, including but not limited to the running of an instance, the number of Users, the installed Apps, Companies and Hardware Components.

Upon expiration or termination of this Agreement, this license is revoked immediately and the Customer agrees to stop using the Colorportal Enterprise Software and the Cloud Platform.


4 Services

4.1 Bug Fixing Service

For the duration of this Agreement, Colorportal commits to making all reasonable efforts to remedy any Bug of the Software submitted by the Customer through the appropriate channel (typically, the web form, email or phone) and to start handling such Customer submissions within 2 business days.

As soon as the Bug is fixed an appropriate remedy will be communicated to the Customer. When a Bug is fixed in any Covered Version, Colorportal commits to fixing the Bug in all more recent Covered Versions of the Software.

Both parties acknowledge that as specified in the license of the Software and in the 7.3 Limitation of Liability section of this Agreement, Colorportal cannot be held liable for Bugs in the Software.

4.2 Security Updates Service Cloud Platform.

Colorportal commits to apply the security remedies for any security Bug discovered in a version of the Software hosted on the Cloud Platform, on all systems under its control, as soon as the remedy is available, without requiring any manual action of the Customer.

4.3 Upgrade Services for the Software

This service is provided through an automated system. The Upgrade Service is limited to the technical conversion and adaptation of the Customer’s database to make it compatible with the Target Version, the correction of any Bug directly caused by the upgrade operation and not normally occurring in the Target Version, and the conversion of the source code.

It is the responsibility of the Customer to verify and validate the upgraded database in order to detect Bugs, to analyze the impact of changes and new features implemented in the Target Version, and to convert and adapt for the Target Version any extensions of the Software that were installed in the database before the upgrade.

4.4 Cloud Hosting Services

For the duration of this Agreement, when the Customer chooses to use the Cloud Platform, Colorportal commits to providing at least the following services:

    • Choice of multiple hosting regions (minimum 3: Europe, America, Asia/Pacific)
    • Hosting in Tier-III data centers or equivalent, with 99.9% network uptime
    • Grade A SSL (HTTPS) Encryption of communication
    • Fully automated, verified backups, replicated in multiple regions

4.5 Support Services

Scope

For the duration of this Agreement, the Customer may open an unlimited number of support tickets free of charge, exclusively for questions regarding Bugs (see 4.1 Bug Fixing Service) or guidance with respect to the use of the standard features of the Software.

Other assistance requests, such as questions related to development, customizations or specific application use of the Software may be covered through the purchase of a separate service agreement. In case it’s not clear if a request is covered by this Agreement, the decision is at the discretion of Colorportal.

Availability

Tickets can be submitted via the web form, email or phone subject to local opening hours.


5 Charges and Fees

5.1 Standard charges

The standard charges for the Colorportal Enterprise subscription and the Services are based on the number of Users, Apps, Companies, Hardware Components and the Subscription Plan used by the Customer, and specified in writing at the conclusion of the Agreement.

When during the Term, the Customer has more Users, Apps, Companies, Hardware Components or uses features that require another Subscription Plan than specified at the time of conclusion of this Agreement, the Customer agrees to pay an extra fee equivalent to the applicable list price (at the time of the deviation from the specified Subscription Plan) for the additional options or the required Subscription Plan, for the remainder of the Term.

5.2 Renewal charges

Upon renewal as covered in section 1 Term of the Agreement, if the charges applied during the previous Term are lower than the most current applicable list price, these charges could increase by up to 15%.


6 Conditions of Services

6.1 Customer Obligations

The Customer agrees to:

    • Pay Colorportal any applicable charges for the Services of the present Agreement, in accordance with the payment conditions specified at the signature of this contract ;
    • Immediately notify Colorportal when their actual number of options exceeds the number specified at the conclusion of the Agreement, and in this event, pay the applicable additional fee as described in section 5.1 Standard charges;
    • Take all measures necessary to guarantee the unmodified execution of the part of the Software that verifies the validity of the Colorportal Enterprise usage, as described in 3 Access to the Software;
    • Appoint 1 dedicated Customer contact person for the entire duration of the Agreement;

When using the Cloud Platform, the Customer further agrees to:

    • take all reasonable measures to keep their user accounts secure, including by choosing a strong password and not sharing it with anyone else;
    • make a reasonable use of the Hosting Services, to the exclusion of any illegal or abusive activities.

6.2 No Soliciting or Hiring

Except where the other party gives its consent in writing, each party, its affiliates and representatives agree not to solicit or offer employment to any employee or direct contractor of the other party who is involved in performing or using the Services under this Agreement, for the duration of the Agreement and for a period of 24 months from the date of termination or expiration of this Agreement. In case of any breach of the conditions of this section that leads to the termination of said employee or direct contractor toward that end, the breaching party agrees to pay to the other party an amount of EUR (€) 150.000 (one hundred fifty thousand euros).

6.3 Publicity

Except where notified otherwise in writing, each party grants the other a non-transferable, non-exclusive, royalty free, worldwide license to reproduce and display the other party’s name, logos and trademarks, solely for the purpose of referring to the other party as a customer or supplier, on websites, press releases and other marketing materials.

6.4 Confidentiality

Definition of “Confidential Information”: All information disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. In particular any information related to the business, affairs, products, developments, trade secrets, patents, know-how, personnel, customers and suppliers of either party should be regarded as confidential.

For all Confidential Information received during the Term of this Agreement, the Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own similar Confidential Information, but not less than reasonable care.

The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure, to the extent permitted by law.

6.5 Data Protection

Definitions “Personal and Professional Data” or “Data”, “Controller”, “Processing” take the same meanings as in the Regulation (EU) 2016/679 and the Directive 2002/58/EC, and any regulation or legislation that amends or replaces them (hereafter referred to as “Data Protection Legislation”)

Processing of Data

The parties acknowledge that the Customer’s database may contain Data, for which the Customer is the Controller. This data will be processed by Colorportal when the Customer instructs so, by using any of the Services that require a database (e.g. the Cloud Hosting Services).

This processing will be performed in conformance with Data Protection Legislation. In particular, Colorportal commits to:

(a) only process the Data when and as instructed by the Customer, and for the purpose of performing one of the Services under this Agreement, unless required by law to do so, in which case Colorportal will provide prior notice to the Customer, unless the law forbids it ;

(b) implement and maintain appropriate technical and organizational measures to protect the Data against unauthorized or unlawful processing and against accidental loss, destruction, damage, theft, alteration or disclosure ;

(c) forward promptly to the Customer any Data Protection request that was submitted to Colorportal with regard to the Customer’s database ;

(d) notify the Customer promptly upon becoming aware of and confirming any accidental, unauthorized, or unlawful processing of, disclosure of, or access to the Data ;

(e) notify the Customer if the processing instructions infringe applicable Data Protection Legislation, in the opinion of Colorportal;

(f) permanently delete all copies of the Customer’s database in possession of Colorportal, or return such data, at the Customer’s choice, upon termination of this Agreement ;

With regard to point (c) to (e), the Customer agrees to provide Colorportal with accurate contact information at all times, as necessary to notify the Customer’s Data Protection responsible.

Colorportal maintains an Information Security Management System aligned with ISO/IEC 27001:2022 for the cloud infrastructure and services used to provide the Software, and implements appropriate technical and organisational measures (including access control, encryption, backup and disaster recovery, vulnerability management and supplier oversight) to protect the confidentiality, integrity and availability of the Customer’s Data, in accordance with applicable Data Protection Legislation and the scope of its ISMS.

6.6 Termination

In the event that either Party fails to fulfill any of its obligations arising herein, and if such breach has not been remedied within 30 calendar days from the written notice of such breach, this Agreement may be terminated immediately by the non-breaching Party.

Further, Colorportal may terminate the Agreement immediately in the event the Customer fails to pay the applicable fees for the Services within 30 days following the due date specified on the corresponding invoice, and after minimum 2 reminders.

Surviving Provisions: The sections “6.4 Confidentiality”, “7.2 Disclaimers”, “7.3 Limitation of Liability”, and “8 General Provisions” will survive any termination or expiration of this Agreement.


7 Warranties, Disclaimers, Liability

7.1 Warranties

For the duration of this Agreement, Colorportal commits to using commercially reasonable efforts to execute the Services in accordance with the generally accepted industry standards provided that:

    • The Customer’s computing systems are in good operational order and, that the Software is installed in a suitable operating environment;
    • The Customer provides adequate troubleshooting information and, any access that Colorportal may need to identify, reproduce and address problems;
    • All amounts due to Colorportal have been paid.

7.2 Disclaimers

Except as expressly provided herein, neither party makes any warranty of any kind, whether express, implied, statutory or otherwise, and each party specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law.

Colorportal does not warrant that the Software complies with any local or international law or regulations.

7.3 Limitation of Liability

To the maximum extent permitted by law, the aggregate liability of each party together with its affiliates arising out of or related to this Agreement will not exceed 50% of the total amount paid by the Customer under this Agreement during the 12 months immediately preceding the date of the event giving rise to such claim. Multiple claims shall not enlarge this limitation.

In no event will either party or its affiliates be liable for any indirect, special, exemplary, incidental or consequential damages of any kind, including but not limited to loss of revenue, profits, savings, loss of business or other financial loss, costs of standstill or delay, lost or corrupted data, arising out of or in connection with this Agreement regardless of the form of action, whether in contract, tort or otherwise, even if a party or its affiliates have been advised of the possibility of such damages, or if a party or its affiliates’ remedy otherwise fails of its essential purpose.

7.4 Force Majeure

Neither party shall be liable to the other party for the delay in any performance or failure to render any performance under this Agreement when such failure or delay finds its cause in a case of force majeure, such as governmental regulations, fire, strike, war, flood, accident, epidemic, embargo, appropriation of plant or product in whole or in part by any government or public authority, or any other cause or causes, whether of like or different nature, beyond the reasonable control of such party as long as such cause or causes exist.


8 General Provisions

8.1 Governing Law

This Agreement and all Customer orders will be subject to Belgium law. Any dispute arising out of or in connection with this Agreement or any Customer order will be subject to the exclusive jurisdiction of the Belgium Business Court.

8.2 Severability

In case any one or more of the provisions of this Agreement or any application thereof shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement and any application thereof shall be in no way thereby affected or impaired. Both parties undertake to replace any invalid, illegal or unenforceable provision of this Agreement by a valid provision having the same effects and objectives.


9 Colorportal Enterprise License

Colorportal Enterprise is licensed under License v1.0, defined as follows:

This Software and associated files (the "Software") can only be used (executed, modified, executed after modifications) with a valid Colorportal Enterprise Subscription for the correct number of users, apps, companies and Hardware Components. Click here for the CMA Software End-User License Agreement.

With a valid Partnership Agreement with Colorportal, the above permissions are also granted, as long as the usage is limited to a testing or development environment.

You may develop Colorportal modules based on the Software and distribute them under the license of your choice, provided that it is compatible with the terms of the Colorportal Enterprise License (For example: LGPL, MIT, or proprietary licenses similar to this one).

You may use Colorportal modules published under any license along with the Software, provided that their license is compatible with the terms of the Colorportal Enterprise License (Including, but not limited to, any module published).

It is forbidden to publish, distribute, sublicense, or sell copies of the Software or modified copies of the Software.

The above copyright notice and this permission notice must be included in all copies or substantial portions of the Software.

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.