Preamble

The purpose of this document is to define, in a transparent and legally enforceable manner, the intellectual property rules applicable to the Nereva platform, its software components, its content, its trademarks, its patents and any associated protected works connected with the Services.

Statutory corporate purpose of Nereva SA. In accordance with article 3 of its articles of association registered in the Commercial Register of the Canton of Vaud, the purpose of Nereva SA is the design, development, publishing, marketing, integration and operation, in Switzerland and abroad, of software and digital solutions for the orchestration and synchronisation of logistics flows operated by vehicles, in particular flows of materials, waste, machinery, equipment and skips relating to construction, civil engineering, recycling, construction-site transport and related sectors.

The company may in particular provide, in the form of software on demand (Software as a Service) or under licence, platforms for the planning, execution, documentation, traceability and archiving of logistics operations, together with associated services of configuration, integration, support, training and consulting.

The company may acquire, hold, exploit, license and defend any intellectual property right, in particular patents, trademarks, designs, models, copyright and know-how, directly or indirectly connected with its main purpose.

The company may carry out, both in Switzerland and abroad, on its own account or on behalf of third parties, any administrative, technical, commercial, financial, movable and real-estate operations directly or indirectly connected with its main purpose. It may establish branches and subsidiaries in Switzerland and abroad, take interests in undertakings pursuing a similar or complementary purpose, and grant loans or guarantees to its subsidiaries and group companies.

The company does not carry out any transport activity and does not act as a commercial intermediary between principals and transport undertakings. It does not capture the commercial contractual relationship between its users.

Contractual articulation. This document constitutes an indivisible contractual annex to the General Terms of Use (“GTU”). In particular, it supplements article 9 of the GTU (Nereva’s intellectual property), article 10 of the GTU (Ownership, accuracy and exploitation of data) and the AI & Data Policy. In the event of any contradiction, the GTU shall prevail.

Article 1 — Purpose and scope

The purpose of this document is to define the intellectual property rules applicable to the Nereva platform, its software components, its content, its trademarks, its patents and any associated protected works connected with the Services.

It applies to any contractual relationship between Nereva SA and a professional Client, as well as to any use of the Services by the Client’s Users.

Article 2 — Definitions

The terms defined in the GTU and the DPA retain their meaning. The terms specific to this document are as follows.

Protected Elements: all tangible and intangible elements belonging to Nereva SA and benefiting from protection under intellectual property law, trademark law, patent law, copyright, database rights, know-how rights and trade secrecy, or any other title.

Trademark: any distinctive sign filed or registered by Nereva SA, and in particular the word, figurative or semi-figurative mark “NEREVA”.

Patent: any patent right, patent application, utility model or equivalent title filed or held by Nereva SA.

Software: any computer program, source code, object code, programming interface, library, associated documentation, and any functional or structural element constituting the Services.

Content: any text, image, video, diagram, chart, illustration, graphic element, dataset or other material published, distributed or made available by Nereva SA through its sites, applications and communication media.

Article 3 — Original ownership of Nereva’s rights

Nereva SA is the original and exclusive owner of all intellectual property and industrial property rights attached to the Protected Elements.

This ownership covers, without limitation, the economic copyright in the Software and the associated documentation, database producer rights, rights in the Trademarks, the Patents and related rights, as well as rights in know-how and trade secrets.

No provision of the GTU, of this document or of the other contractual documents shall entail any transfer of intellectual property to the Client.

Article 4 — Scope of the protected elements

The Protected Elements include in particular the Software and all of its components (web back office, mobile applications, API, analytics modules, operational intelligence modules, and in particular EVA and its components), the technical, functional and commercial documentation, the user interfaces, the ergonomic layouts, the visual identity and graphic charter, the structural and operational databases built by Nereva SA, the Derived Data within the meaning of article 10 of the GTU, the artificial intelligence Models within the meaning of the AI & Data Policy, as well as any technical, methodological, organisational or commercial know-how accumulated by Nereva SA in connection with the design and operation of the Services.

Article 5 — Nereva’s trademarks

The word mark “NEREVA”, the figurative mark and any associated semi-figurative variation are the exclusive property of Nereva SA.

Any reproduction, representation, modification, translation, distortion, exploitation or commercial use of the Trademarks, without the prior and express written consent of Nereva SA, is strictly prohibited and engages the civil and, where applicable, criminal liability of its author.

Any request for authorisation to use the Trademarks may be sent to ip@nereva.com.

Article 6 — Patents and patent applications

Nereva SA has filed and will file patent applications covering its technical innovations. The list of Patents, patent applications and equivalent titles in force may be consulted with the competent national and international offices and may be communicated to the Client upon request sent to ip@nereva.com.

Any exploitation, reproduction, implementation or circumvention of a Patent of Nereva SA without prior and express written authorisation engages the civil and, where applicable, criminal liability of its author.

Article 7 — Know-how and trade secrets

The technical architectures, algorithms, proprietary methods, internal performance indicators, optimisation processes, analytics model configurations and any non-public strategic or technical information of Nereva SA are protected under know-how and trade secrecy, within the meaning of the Swiss Federal Act against Unfair Competition (UCA) and the applicable international conventions.

Any unauthorised communication, disclosure, exploitation or reproduction of these elements engages the civil and, where applicable, criminal liability of its author.

Article 8 — Derived Data and AI Models

In accordance with article 10 of the GTU and the AI & Data Policy, the Derived Data and the artificial intelligence Models constitute exclusive intellectual property and industrial property assets of Nereva SA, on an original basis.

The Client expressly waives any claim, on any basis whatsoever, over the Derived Data and the Models, including after termination of the main contract. This allocation of intellectual property constitutes an essential and decisive element of Nereva’s consent to provide the Services.

Article 9 — Licence to use the protected elements

Subject to payment of the sums due and compliance with the GTU, Nereva SA grants the Client, for the duration of the main contract, a personal, named, non-exclusive, non-assignable and non-transferable right to access and use the Services within the framework of its professional use.

This right entails solely the ability to use the Services as made available, in accordance with their contractual purpose. It does not entail any right of modification, reproduction, adaptation, translation, distribution or making available to third parties of the Software or the other Protected Elements.

Article 10 — Strictly prohibited uses

The following are strictly prohibited, without the prior and express written consent of Nereva SA: (i) the reproduction, representation, modification, adaptation, translation or distortion of all or part of the Software; (ii) reverse engineering, decompilation or disassembly of the Software, except within the strict limits authorised by mandatory Swiss law; (iii) the extraction, copying, reuse, automated downloading or making available of all or a substantial part of Nereva SA’s databases; (iv) the removal, modification or concealment of copyright, ownership notices or legal notices appearing on the Protected Elements; (v) the use of the Trademarks for commercial purposes, in domain names, in paid keywords, in communication or any communication medium, for referencing or comparison purposes; (vi) the imitation, duplication or reproduction of the features, ergonomics, interfaces, analytics models or innovations protected by Nereva SA, for the purpose of developing a competing product or service; (vii) the unauthorised communication, disclosure or reproduction of Nereva SA’s know-how and trade secrets.

Article 11 — Copyright notices and legal notices

The Protected Elements may bear copyright notices, intellectual property notices, word or figurative marks and indications of ownership.

These notices may not be removed, modified, concealed or circumvented under any circumstances. Any authorised reproduction of a Protected Element must fully retain the associated notices.

Article 12 — Client content

The content entered, transmitted or uploaded by the Client via the Services remains the property of the Client or the relevant third parties.

The Client warrants that it holds the rights, authorisations and legal bases necessary to enter, transmit and have this content processed via the Services, that it does not infringe any third-party right, in particular intellectual property rights, image rights and the right to privacy, and that it complies with the applicable laws and regulations.

Solely for the purposes of performing the Services, the Client grants Nereva SA a non-exclusive, worldwide, royalty-free licence, revocable as from termination, to use the Client’s content for the purposes set out in article 10.4 of the GTU.

Article 13 — Third-party content integrated into the platform

The Services may incorporate or use content, software components, datasets or interfaces provided by third parties, in particular open source components, third-party APIs (and in particular HERE for cartography and embedded heavy-vehicle navigation), hosting services, fonts and technical libraries.

The use of this third-party content is governed by the licences and terms of use specific to each. Nereva SA warrants that it holds the authorisations necessary for their integration and exploitation within the framework of the Services. No provision of this document may be interpreted as conferring on the Client a right that is greater than or different from those resulting from the licences applicable to the third-party content.

The list of significant third-party content integrated into the platform may be communicated to the Client upon request sent to ip@nereva.com.

Article 14 — Client’s rights over its own data

Without prejudice to the provisions of article 10 of the GTU and the AI & Data Policy, the Client retains ownership and control of the data it enters, transmits or uploads to the platform.

The Client may access, modify, export or delete its data under the conditions and limits set out in the GTU and the DPA.

The Derived Data and the Models produced by Nereva SA from the Client’s data, on the other hand, constitute exclusive assets of Nereva SA, under the conditions of article 8 of this document and article 10 of the GTU.

Article 15 — Reporting of infringement by a third party

Any natural or legal person who considers that content published on the platform or a use of the Services infringes its intellectual property rights may send a written report to Nereva SA at the address ip@nereva.com.

The report must include the identity of the claimant and its contact details, the precise identification of the disputed content or contested use, the elements demonstrating ownership of the rights invoked, the legal characterisation of the alleged infringement, and any relevant supporting documents.

Any abusive, frivolous or manifestly unfounded report engages the liability of its author.

Article 16 — Notice and takedown procedure

Upon receipt of a complete and apparently well-founded report, Nereva SA may, at its sole discretion and without prejudice to its rights, take any proportionate measure including in particular the provisional suspension of the disputed content, its quarantine, its permanent removal, or the transmission of the report to the Users concerned.

Nereva SA shall inform the Client concerned of the measure taken and offer it the opportunity to submit its observations within a reasonable period, save in the event of proven urgency, legal prohibition or an injunction from a competent authority.

The implementation of the notice and takedown procedure constitutes neither an acknowledgement by Nereva SA of the merits of the report, nor a waiver of its rights, nor a characterisation as regards any applicable liability.

Article 17 — Technical protection measures

Nereva SA implements technical measures to protect the Protected Elements, in particular access control, authentication, encryption, logging of sensitive access and the limitation of automated extractions.

Any attempt to circumvent these technical protection measures is strictly prohibited and engages the civil and, where applicable, criminal liability of its author.

Article 18 — Sanctions for infringements

Any infringement of the Protected Elements exposes its author (i) to the immediate cessation of the infringement and the removal of the disputed content; (ii) to the immediate termination of the main contract at the Client’s fault in accordance with article 28 of the GTU; (iii) to the bringing of any civil or criminal action by Nereva SA, in particular for infringement, unfair competition, parasitism or violation of trade secrets; (iv) to the payment of damages intended to compensate the entire loss suffered by Nereva SA, pursuant to article 25 bis of the GTU.

Article 19 — Indemnification for third-party infringement

Under the conditions and limits set out in article 25 of the GTU, Nereva SA shall indemnify the Client against any third-party action based on an infringement of that third party’s intellectual property rights arising from the use of the Services in accordance with the GTU and this document.

This warranty is subject to the conditions set out in paragraphs 25.2 to 25.4 of the GTU, in particular prompt notification, cooperation in the defence and the absence of any settlement without Nereva SA’s prior consent.

Article 20 — Indemnification by the Client

The Client shall indemnify Nereva SA in accordance with article 25 bis of the GTU for any action brought against Nereva SA resulting directly or indirectly from an infringement of a third party’s intellectual property rights committed by the Client or its Users in the use of the Services, or from an entry of content in breach of the warranties set out in article 12 of this document.

The indemnification obligation provided for in this article is subject to no cap and survives the termination of the main contract for the entire period necessary for its useful effect.

Article 21 — Survival

The provisions of this document which by their nature are intended to continue shall survive the termination of the main contract, and in particular the obligations relating to Nereva SA’s intellectual property, the ownership of the Derived Data and the Models, the Trademarks, the Patents, the know-how and the trade secrets, as well as the indemnification obligations.

Article 22 — Assignment and change of control

In accordance with article 19 bis of the GTU, Nereva SA may assign or transfer all of its rights and obligations in connection with a merger, acquisition, restructuring, partial contribution of assets or equivalent operation. The assignment or change of control shall have no effect on the allocation of intellectual property provided for in this document.

The Protected Elements, the Derived Data and the Models shall remain the property of Nereva SA or its successor in title.

Article 23 — Amendment of this document

Nereva SA reserves the right to amend this document to take account of technical, legal or commercial developments.

Any substantial amendment shall be notified to the Client with reasonable notice, which may not be less than sixty (60) days, in accordance with article 37 of the GTU.

Article 24 — Governing law and jurisdiction

This document, as well as the contractual relationship it governs, are governed exclusively by Swiss law, to the exclusion of any conflict-of-laws rule and to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG, Vienna, 1980).

Any dispute relating to the formation, validity, interpretation, performance or termination of this document falls within the exclusive jurisdiction of the ordinary courts of the Canton of Vaud, the place of the registered office of Nereva SA, subject to a mandatory appeal to the Swiss Federal Supreme Court.

Article 25 — Reference language

The French version of this document alone is legally authoritative. Any translation is provided for information purposes only and shall not bind Nereva SA.

Article 26 — Contact

Nereva SA, Rue de Rive 22D, CH-1260 Nyon, Switzerland

Intellectual property: ip@nereva.com

Legal matters: legal@nereva.com

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