URBIA A2 END CLIENT LIMITED USE NOTICE

Document ID: URBIA-A2-END-CLIENT-NOTICE-v1.2 Status: Frozen for first publication Version: 1.2 Effective date: From the first public publication of this version by Vertexia, as recorded in the legal release registry. Document frozen on: 17 October 2026 Associated Commercial License: URBIA-A2-COMMERCIAL-LICENSE-v2.2

1. Purpose of this Notice

This End Client Limited Use Notice (“Notice”) defines the limited rights of an End Client that receives a Commercial Project validly created and delivered under an Urbia A2 Commercial License.

It allows the End Client to use, operate and maintain the delivered project.

It does not grant the End Client a general Urbia A2 Commercial License.

2. Relationship with the Commercial License

This Notice is incorporated into the applicable:

URBIA-A2-COMMERCIAL-LICENSE-v2.2

Where a Licensee uses its Urbia A2 Commercial License to create one Commercial Project for an End Client, the End Client receives only the limited project-use rights described in this Notice.

The End Client's rights arise only in connection with a Commercial Project validly created and delivered under an applicable Urbia A2 Commercial License and remain subject to the restrictions in this Notice.

The Licensee is authorised by Vertexia to grant those limited project-specific rights but may not grant broader reusable rights in the underlying Urbia A2 Product.

The Licensee must make this Notice part of, or incorporate it into, the End Client's project handover or contractual documentation.

The End Client is not required to complete the original Vertexia checkout solely to exercise those validly granted project-use rights.

The End Client does not thereby become the original purchaser or general Licensee of Urbia A2.

3. Definitions

For this Notice:

“Vertexia” means the owner or licensor of the relevant Urbia A2 Product rights as identified in the applicable Commercial License.

“Licensee” means the business or professional that validly purchased the applicable Urbia A2 Commercial License and created the Commercial Project.

“End Client” means the single business, organisation or professional customer for whom the Licensee created and delivered the authorised Commercial Project.

“Commercial Project” means the specific website, application or digital implementation delivered to that End Client under the applicable Urbia A2 Commercial License.

“Urbia A2” or the “Product” means the underlying Vertexia source-code Product from which the Commercial Project was created.

4. Rights granted to the End Client

Subject to this Notice, the End Client may:

• use the delivered Commercial Project for its own professional activity;
• operate it in production;
• host it with a provider of its choice;
• retain copies reasonably necessary for operation and backup;
• maintain the Commercial Project;
• repair defects;
• update its content and data;
• modify its branding, copy, data and presentation;
• modify the delivered source code as reasonably necessary to operate, maintain or improve that same Commercial Project;
• migrate the Commercial Project between hosting providers;
• and engage employees or professional contractors to perform those activities on its behalf.

These rights apply only to the Commercial Project validly delivered to the End Client.

5. Source-code handover

Where the Licensee provides the End Client with customised source files as part of the project handover, possession of those files does not transfer ownership of the underlying Urbia A2 Product.

The End Client may use those files only as reasonably necessary for its delivered Commercial Project.

The End Client may store the customised source in private repositories and may provide access to employees or contractors who need it to operate or maintain the project.

Such access does not create independent Urbia A2 reuse rights for those persons.

6. Contractors and technical providers

The End Client may appoint professional developers, agencies, hosting providers or other contractors to maintain or modify the delivered Commercial Project.

Those persons may access the relevant project files only for work relating to that Commercial Project.

They may not retain Urbia A2 or reusable portions of its protected source code for unrelated customer projects.

The End Client should take reasonable measures to ensure that contractors receiving non-public source materials are subject to appropriate professional or confidentiality obligations.

7. Permitted deployment environments

The End Client may operate reasonable technical environments for the same Commercial Project, including:

• production;
• staging;
• testing;
• development;
• backup;
• disaster recovery;
• and migration environments.

Those environments do not create additional Commercial Projects where they relate to the same project and same End Client.

8. No separate-project reuse

The End Client may not use the supplied Urbia A2-based source as the basis for a separate unrelated website, application or digital product.

Examples requiring a separate applicable Commercial License include:

• launching a second independently branded real-estate platform;
• creating another project for a different business;
• using the framework for another company in the End Client's group where that constitutes a separate Commercial Project;
• or creating a materially separate implementation from the delivered source.

The limited rights granted by this Notice remain tied to the original Commercial Project.

9. No redistribution or resale of Urbia A2

The End Client may not sell, redistribute, sublicense, publish, rent, donate or otherwise make the underlying Urbia A2 Product or a substantial reusable portion of it available as a standalone source-code product.

In particular, the End Client may not offer it as:

• a template;
• theme;
• boilerplate;
• starter kit;
• framework;
• downloadable source package;
• marketplace item;
• reusable white-label product;
• or substantially equivalent competing source-code product.

10. No multi-client reuse

The End Client may not use the supplied Product source to generate or deliver Urbia-based projects for multiple unrelated customers.

It may not turn the delivered project into a template-generation, site-building or multi-client development business based on reuse of the underlying Urbia A2 Product.

This restriction does not prevent the authorised Commercial Project itself from serving any reasonable number of:

• visitors;
• prospects;
• customers;
• property owners;
• agents;
• employees;
• users;
• or other ordinary users of that project.

11. No restriction on ordinary business use

Within the authorised Commercial Project, Vertexia does not impose an artificial limit on:

• traffic;
• number of users;
• leads;
• property listings;
• transactions;
• turnover;
• content;
• languages;
• or ordinary business activity.

The restriction concerns reuse of the underlying Product for additional projects, not growth of the authorised End Client project.

12. White-label operation

The End Client may operate the Commercial Project under its own branding.

No general public-facing “Powered by Vertexia” or “Urbia” attribution is required solely under this Notice.

Any third-party notices or licence information that must legally remain with distributed source materials remain subject to their respective terms.

13. End Client content and branding

This Notice does not grant Vertexia ownership of the End Client's independently owned:

• business name;
• trademarks;
• logos;
• data;
• photographs;
• property information;
• customer information;
• copy;
• or other original materials.

Rights in Urbia A2 and rights in End Client materials remain separate.

14. Vertexia intellectual property

Except for third-party materials and the limited rights expressly granted by this Notice, Vertexia retains its rights in the underlying Urbia A2 Product.

The End Client does not acquire ownership of:

• Urbia A2;
• Vertexia's pre-existing Product source code;
• original Urbia Product documentation;
• original Vertexia Product assets;
• or the Vertexia/Urbia trademarks.

The End Client receives a right to use the delivered Commercial Project, not ownership of the underlying reusable Product framework.

15. Third-party components

The delivered Commercial Project may contain components governed by separate open-source or third-party licences.

Those licences remain applicable according to their own terms.

Nothing in this Notice reduces rights granted directly to the End Client under a valid third-party licence.

Nothing in this Notice gives Vertexia rights over third-party components that Vertexia does not own.

16. Maintenance and modification

The End Client may continue maintaining and modifying the Commercial Project after the Licensee's original implementation work ends.

The End Client is not required to remain technically dependent on the original Licensee.

It may appoint another qualified developer or provider to maintain the same project, provided that the underlying Urbia A2 source is not reused for additional Commercial Projects.

This right is intended to preserve the End Client's practical ability to continue operating its delivered project.

17. No automatic Vertexia support entitlement

Receipt of an End Client Commercial Project does not automatically create a direct Product Support agreement between Vertexia and the End Client.

Unless separately agreed:

• the original Product Support entitlement belongs to the Licensee;
• the End Client's implementation and support relationship is primarily with the Licensee or its chosen provider;
• and Vertexia is not required to provide direct custom support to the End Client.

Vertexia may separately agree to provide services or support under separate terms.

18. Updates

The End Client does not independently acquire entitlement to future Urbia A2 Maintenance Updates merely by receiving a Commercial Project.

Any update supplied to the End Client must be obtained and used consistently with the applicable Commercial License or another valid Vertexia licence.

This does not prevent the End Client from modifying or maintaining the version already validly delivered to it.

19. Continued use of a validly delivered project

Where the Commercial Project was validly created and delivered under an applicable Urbia A2 Commercial License, the End Client's limited right to continue using and maintaining that Commercial Project is intended to remain effective notwithstanding the later expiry of the Licensee's included support or maintenance-update periods.

A later breach by the Licensee should not automatically deprive an innocent End Client of rights already validly granted in the delivered Commercial Project.

This protection does not apply where:

• the End Client participated in the licence breach;
• the project was never validly licensed;
• the End Client itself materially violates this Notice;
• or mandatory law requires a different result.

20. Business succession

If the End Client undergoes a genuine merger, corporate reorganisation, sale of its business or other lawful universal or business succession, the limited project-use rights may continue with the successor that lawfully acquires and continues operating the same Commercial Project.

Such succession must not be used to multiply the project into separate independent Commercial Projects or commercialise the underlying Urbia A2 Product.

A transfer of the project to an unrelated party outside a genuine business succession may require Vertexia's prior written agreement.

21. Material breach by the End Client

A material breach of this Notice includes, in particular:

• deliberate resale of the underlying Urbia A2 Product;
• use for multiple separate projects;
• public redistribution of substantial Product source code as a reusable package;
• operating a multi-client reuse model based on Urbia A2;
• or material infringement of Vertexia's Product intellectual property.

Where a breach is capable of remedy, reasonable notice and an opportunity to cure should normally be provided before permanent termination of the End Client's limited rights.

Immediate protective action may be taken where reasonably necessary to prevent ongoing unlawful distribution, fraud or serious intellectual-property infringement.

22. Mandatory rights

Nothing in this Notice is intended to restrict rights that applicable mandatory law does not permit the parties or rights holder to exclude.

Restrictions concerning software use must therefore be interpreted consistently with applicable mandatory software-law rules.

23. No expansion through technical possession

Possession of the Product's source code does not itself create additional licence rights.

The fact that the End Client can technically copy, modify or redeploy the source does not authorise uses outside the limited rights granted by this Notice.

The scope of permission is contractual and project-specific.

24. Evidence of the applicable Notice

The applicable version of this Notice may be identified through the original Licensee's:

• Order & License Confirmation;
• applicable Commercial License;
• Contract Evidence Record;
• or project handover documentation.

Vertexia preserves released contractual versions for evidence purposes.

A later version of this Notice does not automatically replace the version applicable to an earlier validly delivered project.

25. Relationship with the Vertexia B2B Terms

The End Client does not become a party to the original Vertexia B2B purchase transaction merely by receiving the Commercial Project.

The Vertexia B2B Terms govern the original relationship between Vertexia and the Licensee.

This Notice governs the limited downstream Product-use rights made available to the End Client through the Commercial License.

Nothing in this Notice creates an obligation for the End Client to accept transaction terms relating solely to the original Vertexia purchase.

26. Governing framework

This Notice forms part of the licensing structure established by the applicable Urbia A2 Commercial License.

Its interpretation must remain consistent with:

• the applicable Commercial License;
• mandatory intellectual-property and software law;
• and any mandatory law applicable to the End Client's rights.

Nothing in this Notice creates a broader licence than expressly stated.

27. Governing law and jurisdiction

This Notice and the limited Product-use rights granted under it are governed by Belgian law, subject to mandatory rules that cannot lawfully be excluded.

Subject to any mandatory jurisdiction rule, disputes directly concerning Vertexia's rights under this Notice fall within the jurisdiction of the competent courts for the judicial district in Belgium in which the Vertexia legal operator is established.

For Vertexia's current establishment in Molenbeek-Saint-Jean, the competent judicial district is Brussels, Belgium.

28. Versioning

Each released version of this Notice is immutable for contractual evidence purposes.

Vertexia must preserve:

• Document ID;
• version;
• effective date;
• SHA-256 of the exact released file;
• and the Commercial License version with which it was associated.

A revised Notice must receive a new version identifier and must not silently overwrite an earlier contractual release.

For this consolidated release, the applicable identifier is:

URBIA-A2-END-CLIENT-NOTICE-v1.2

A later substantive revision must receive a separate version identifier.

END — URBIA A2 END CLIENT LIMITED USE NOTICE — v1.2