URBIA A2 COMMERCIAL LICENSE

Document ID: URBIA-A2-COMMERCIAL-LICENSE-v2.2 Status: Frozen for first publication Version: 2.2 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 general terms: VERTEXIA-B2B-TC-v1.2

1. Purpose of this Licence

This Urbia A2 Commercial License (“Licence”) defines the rights granted by Vertexia to a business or professional purchaser of Urbia Product Edition A2.

The Licence permits commercial use of Urbia A2 for one Commercial Project, either:

for the Licensee's own professional activity; or
for one End Client.

The Licence does not transfer ownership of Urbia A2 or create a right to redistribute Urbia A2 itself as a product.

2. Contractual incorporation

This Licence forms an integral part of the Vertexia B2B Terms & Conditions applicable to the purchase.

The purchase contract therefore includes:

the applicable Vertexia B2B Terms & Conditions;
this Commercial License; and
where an End Client is involved, the applicable End Client Limited Use Notice incorporated into this Licence.

The exact versions applicable to a purchase are identified in the corresponding Vertexia Order & License Confirmation and Contract Evidence Record.

Where this Licence specifically governs Product usage rights, its Product-specific provisions prevail over inconsistent general provisions in the B2B Terms.

General transaction, payment, refund, liability, privacy and dispute matters remain governed principally by the B2B Terms and applicable law.

3. Licensor

“Vertexia” or the “Licensor” means the business operator identified as Vertexia in the applicable Vertexia B2B Terms & Conditions and Legal Notice.

Final administrative identification:

Legal operator: Mimoun Mouhajir — sole proprietor / natural-person enterprise
Commercial name: Vertexia
Business address: Avenue du Scheutbosch 27, Box 2, 1080 Molenbeek-Saint-Jean, Belgium
Belgian enterprise number: 1042.698.035
VAT number: BE1042.698.035
Business email: contact@vertexia.be
Telephone: +32 492 21 06 70

4. Licensee

The “Licensee” is the business, organisation, sole trader or independent professional identified as the professional licensee in connection with the completed purchase.

The Licensee is identified in the Order & License Confirmation.

The Licence is granted to that Licensee and not generally to any person who obtains access to a copy of the Product.

5. Product

“Urbia A2” or the “Product” means the Urbia Product Edition A2 source-code product supplied by Vertexia for the relevant purchase.

The purchase record identifies the exact Product release supplied.

For evidence purposes, Vertexia may associate the purchase with:

Product name;
edition;
release/version;
archive identifier;
and Product archive SHA-256.

The Product may include source code, configuration files, templates, documentation, original demonstration assets and third-party components subject to their respective notices.

6. Commercial Project

A “Commercial Project” means one distinct website, application or digital implementation created from Urbia A2 for one Project Beneficiary and forming a single commercial deployment.

A Commercial Project may include all environments reasonably necessary to build and operate that same project, including:

local development copies;
private development environments;
testing environments;
CI/build environments;
staging or preview environments;
production deployment;
backups;
mirrors or delivery copies technically necessary for that same deployment.

Multiple domains, subdomains or language variants do not create additional Commercial Projects where they form part of the same project, same brand and same Project Beneficiary.

A second independently branded website, application, customer deployment or materially separate implementation constitutes a separate Commercial Project and requires an additional applicable licence.

7. Project Beneficiary

Each Licence may be used for one Project Beneficiary.

The Project Beneficiary is either:

A. the Licensee itself, where Urbia A2 is used for the Licensee's own business;

B. one End Client, where the Licensee builds and delivers a Commercial Project for that client.

The Licence does not permit simultaneous use for the Licensee's own separate project and an End Client project.

It also does not permit use for multiple End Clients under one Licence.

8. Designation of the Commercial Project

Before first production deployment or delivery to an End Client, the Licensee may develop, test and evaluate the Product for the intended Commercial Project.

The Commercial Project becomes designated when the Product is first:

placed into production for the Project Beneficiary; or
delivered as the relevant project to an End Client,

whichever occurs first.

After designation, the Licence may not be recycled or reassigned to an unrelated second Commercial Project merely because the original project is later discontinued.

A change of Project Beneficiary or reuse for another project requires Vertexia's written authorisation or an additional applicable licence.

9. Licence grant

Subject to payment, these terms and the B2B Terms, Vertexia grants the Licensee a:

non-exclusive, worldwide, commercial, perpetual, project-limited licence

to:

download and retain the Product;
install and run it;
inspect the supplied source code;
configure it;
modify it;
adapt its design and functionality;
combine it with the Licensee's own content and compatible services;
build the authorised Commercial Project;
deploy that Commercial Project;
commercially exploit the resulting project within the authorised scope; and
where applicable, deliver the customised Commercial Project to one End Client under Section 13.

The Licence is perpetual for the Product release validly acquired and any Maintenance Updates validly received during the included maintenance period, subject to the termination provisions below.

10. Own-business use

Where the Licensee selects itself as the Project Beneficiary, it may use the Commercial Project as part of its own professional activity.

Permitted examples include operating the project as:

its business website;
its real-estate platform;
its property catalogue;
its lead-generation platform;
its branded digital property experience;
or another lawful implementation consistent with the Product's functionality.

The Licensee may commercially benefit from the business generated through that project.

The Licence does not impose a limit on the Licensee's revenue, leads, users, listings or transactions merely because they occur within the authorised Commercial Project.

11. White-label and rebranding rights

Urbia A2 is supplied as a customisable white-label Product.

For the authorised Commercial Project, the Licensee may:

replace Product demonstration branding;
use its own or its End Client's brand;
replace logos;
alter colours and typography;
modify layouts and presentation;
change copy and metadata;
replace property data;
replace demonstration media;
enable or disable configurable modules;
localise or translate the project;
alter configuration and templates;
and otherwise customise the Product within the Licence scope.

No public-facing “Powered by Vertexia” or similar attribution is required solely by this Licence unless a particular asset or separate third-party licence expressly requires attribution.

However, licence files, copyright notices and third-party notices that must legally or contractually remain with distributed source materials must not be falsely removed or misrepresented.

Such notices do not need to be displayed to ordinary website visitors unless their own terms require public display.

12. Modification of source code

The Licensee may modify the supplied Product source code as necessary for the Commercial Project.

This includes adding, removing or replacing functionality.

The Licensee may commission such modifications from authorised employees or contractors under Section 16.

A modification does not transfer ownership of the underlying Urbia A2 Product to the Licensee.

The Licensee is responsible for modifications made outside the Product version supplied by Vertexia and for testing its resulting implementation.

13. End Client delivery

Where the Project Beneficiary is one End Client, the Licensee may charge that End Client professional fees for:

configuration;
customisation;
development;
design;
integration;
deployment;
implementation;
maintenance;
consulting;
or delivery of the resulting Commercial Project.

The Licensee may deliver to that End Client the customised files reasonably necessary for the End Client to operate and maintain that Commercial Project.

This may include the customised source files used by the project where source handover is commercially necessary.

Vertexia authorises the Licensee to grant one End Client a limited, project-specific right to use, operate, maintain and modify the delivered Commercial Project, strictly within the scope defined by the applicable End Client Limited Use Notice.

The Licensee may not grant the End Client broader rights in the underlying Urbia A2 Product than those permitted by that Notice.

This limited downstream permission does not transfer the Urbia A2 Commercial License itself to the End Client.

14. End Client Limited Use Notice

Where a Commercial Project is delivered to an End Client, the applicable End Client Limited Use Notice is incorporated into this Licence.

The Licensee must provide or incorporate the applicable End Client Limited Use Notice into the End Client's project handover or contractual documentation no later than the transfer of the relevant project source files.

The End Client's rights remain limited to the Commercial Project validly created under this Licence.

The Notice is intended to allow the End Client to use, operate and maintain its delivered project while preventing the underlying Urbia A2 Product from becoming a reusable commercial framework for unrelated projects.

The End Client is not required to complete the original Vertexia checkout merely to use a project validly delivered under this Licence.

15. End Client does not become a general licensee

Delivery of an authorised Commercial Project does not give the End Client a right to:

use Urbia A2 for another separate project;
create additional customer projects;
redistribute the framework;
resell Urbia A2;
publish the underlying source as a reusable product;
place the Product on a source-code marketplace;
sublicense the Product as a framework;
or create a competing distributable template from the supplied Product.

A new independent project requires a new applicable Commercial License.

16. Employees and contractors

The Licensee may permit its employees and professional contractors to access and modify the Product solely as necessary to create, operate or maintain the authorised Commercial Project.

The Licensee must ensure that those persons:

act on behalf of the Licensee or authorised Project Beneficiary;
use the Product only for the authorised Commercial Project;
do not acquire an independent right to reuse the Product;
and are subject to appropriate confidentiality or professional obligations where they receive non-public Product source materials.

Access by an authorised contractor does not itself require an additional Urbia licence.

A contractor may not retain the Product for reuse on unrelated customer projects.

17. Private development repositories

The Product and customised source may be stored in private source-control repositories reasonably necessary for development and maintenance of the Commercial Project.

The Licensee must not intentionally publish the Product source as a publicly downloadable general-purpose repository.

This restriction does not prohibit browser-delivered HTML, CSS, JavaScript or other frontend resources from being publicly transmitted where that transmission is inherently necessary for the authorised deployed project.

18. Backups

The Licensee may create reasonable backup, archival and recovery copies of the Product and authorised Commercial Project.

Backup copies do not constitute additional Commercial Projects.

Backup copies may not be used to create additional independently licensed deployments.

19. Multiple developers, locations and devices

This Licence is not priced or restricted by the number of computers used internally to create the authorised Commercial Project.

The Product may be used across reasonable development devices and locations by authorised persons under Section 16.

The commercial restriction is based primarily on the number of Commercial Projects, not on an artificial per-device count.

20. Prohibited redistribution

Except for the specific End Client delivery permitted by this Licence, the Licensee must not sell, sublicense, distribute, rent, publish, donate or otherwise make Urbia A2 or a substantial reusable portion of it available as a standalone product.

In particular, the Licence does not permit the Product to be offered as:

a source-code template;
a theme;
a boilerplate;
a starter kit;
a downloadable framework;
a component library extracted for unrelated projects;
a marketplace product;
a white-label template offered repeatedly to multiple customers;
or another substantially equivalent distributable source-code product.

21. No multi-client or multi-tenant productisation

One Commercial License does not permit the Licensee to use Urbia A2 as the foundation of a business that repeatedly generates, licenses or deploys separate Urbia-based products for multiple unrelated customers.

Likewise, the Licence does not permit the Product to be converted into a multi-tenant site builder, template generator or similar service whose principal purpose is to provide separate Urbia-derived projects to multiple customers under a single Licence.

A Licensee providing Urbia-based projects to multiple clients must obtain an applicable licence for each separate Commercial Project unless Vertexia expressly offers another licensing model.

This restriction does not prevent a single authorised Commercial Project from serving multiple ordinary visitors, leads, employees, agents or end users.

22. No competing source-code product

The Licensee must not copy or substantially reuse protected Urbia A2 source code in order to create and distribute a competing source-code framework, template or boilerplate product.

This restriction concerns protected Product code and Product materials.

It does not prevent the Licensee or its developers from using their general knowledge, skills, experience, programming techniques or unprotected ideas acquired while working with the Product.

23. Demonstration content

Urbia A2 may include fictional demonstration listings, example content and demonstration assets.

Such material is supplied to illustrate Product functionality and configuration.

The Licensee may replace or modify demonstration material for the authorised Commercial Project.

If fictional demonstration listings are retained on a publicly accessible implementation, they must not knowingly be presented as genuine real-world properties or offers.

The Licensee is responsible for the legality and accuracy of replacement content that it introduces.

24. Third-party components

Some Product components may be governed by separate third-party or open-source licences.

Those components remain subject to their respective licences.

Nothing in this Commercial License reduces rights granted directly under a third-party licence or imposes Vertexia ownership over third-party materials.

Where the Product includes a THIRD-PARTY-NOTICES, licence notice, SBOM or equivalent documentation, the Licensee must comply with the applicable third-party terms.

25. Vertexia intellectual property

Except for third-party materials and rights expressly granted by this Licence, Vertexia retains all intellectual-property rights in Urbia A2, including its protected:

source code;
Product architecture as expressed in the Product;
original templates;
original documentation;
original Product assets;
and other copyright-protected Product materials.

The Licence grants rights of use.

It does not assign ownership of Urbia A2 to the Licensee.

26. Licensee materials and original additions

Vertexia does not acquire ownership merely through this Licence of the Licensee's or End Client's independently supplied:

trademarks;
logos;
business names;
original photographs;
property data;
customer databases;
copy;
independently created code;
or other original materials.

Where the Licensee creates modifications that necessarily incorporate or derive from protected Urbia A2 code, the respective underlying rights remain unaffected: Vertexia retains its pre-existing Product rights and the Licensee retains rights it lawfully holds in its own original contributions.

Nothing in this Licence gives Vertexia ownership of the Licensee's business or End Client content.

27. Vertexia and Urbia trademarks

This Licence does not grant ownership of the Vertexia, Urbia or associated marks.

The Licensee may make reasonable factual reference to Urbia A2 where necessary to describe the technology used or the licence held.

The Licensee must not falsely imply:

ownership of the Vertexia or Urbia brands;
endorsement by Vertexia;
partnership with Vertexia;
or authorship of the original Urbia A2 Product.

White-label deployment under Section 11 does not require public use of the Urbia or Vertexia name.

28. Product Support

The Urbia A2 Commercial License includes 30 calendar days of Product Support.

The support period starts on the date Vertexia first makes the purchased Product available to the Licensee following confirmed purchase (“Fulfilment Date”).

Product Support covers reasonable Product-level assistance relating to the supplied Urbia A2 release, such as:

access to the purchased files;
documentation clarification;
installation or build questions;
configuration questions;
and reproducible defects in the supplied Product.

Product Support does not include unlimited development or implementation services.

29. Product Support exclusions

Unless Vertexia expressly agrees otherwise, the included Product Support does not include:

custom feature development;
bespoke design work;
full project implementation;
content entry;
third-party account administration;
domain or hosting management;
debugging unrelated third-party code;
repairing Licensee modifications;
custom integrations;
data migration;
ongoing project management;
or general consulting unrelated to a Product defect or documented Product use.

Separate professional services may be offered under separate terms.

30. Maintenance Updates

The Licence includes access to 12 months of Maintenance Updates, starting on the Fulfilment Date.

“Maintenance Updates” means updates to Urbia A2 that Vertexia makes generally available to eligible Urbia A2 licensees during that period and designates as included maintenance.

They may include, where released:

bug fixes;
compatibility corrections;
security-related corrections;
documentation corrections;
minor improvements;
or maintenance releases of the acquired Product edition.

Vertexia does not promise that a particular number or type of Maintenance Updates will necessarily be released.

31. Updates after the maintenance period

At the end of the 12-month Maintenance Updates period:

the existing Licence does not expire;
the Licensee may continue using the Product release already acquired;
the Licensee may continue using Maintenance Updates validly obtained during the included period;
and the authorised Commercial Project may continue operating under this Licence.

Future updates released after the included maintenance period are not automatically included unless Vertexia expressly provides otherwise.

Vertexia may offer future maintenance, upgrade or renewal products separately.

32. New editions and major products

The included Maintenance Updates do not automatically entitle the Licensee to:

a new separately marketed Product;
a materially new major edition;
an unrelated Vertexia product;
premium extensions;
separately sold modules;
or future products not expressly designated as included updates.

For example, a future separately marketed successor to Urbia A2 may require a separate licence even if released within twelve months, unless Vertexia expressly includes it.

33. Perpetual nature of the acquired rights

Subject to compliance with this Licence, the rights granted for the validly acquired Urbia A2 release are perpetual.

The end of Product Support or Maintenance Updates does not terminate those usage rights.

Vertexia may not revoke a valid perpetual Licence merely because:

the support period has expired;
the maintenance period has expired;
a newer Product version exists;
or Vertexia later changes the commercial price.

Termination is permitted only as provided by this Licence, the applicable B2B Terms or mandatory law.

34. Refunds and reversals

Where the full purchase price is finally refunded and retained use of the Product would result in the Licensee retaining an unpaid commercial entitlement, the Commercial License will normally end from the effective date of that full refund unless:

Vertexia confirms continued rights in writing;
the applicable refund resolution expressly provides otherwise; or
mandatory law requires a different result.

A temporary payment review, pending dispute or provisional reversal does not by itself permanently terminate the Licence.

Where entitlement is disputed, Vertexia may take proportionate protective measures in accordance with the B2B Terms while the matter is resolved.

Any effect on an already delivered End Client project must also be considered under the End Client Limited Use Notice and applicable law.

35. Material breach

A material breach of this Licence includes, in particular:

deliberate unauthorised resale of Urbia A2;
systematic use for multiple unlicensed Commercial Projects;
public redistribution of the Product as a reusable source package;
knowingly sublicensing the Product beyond the permitted End Client rights;
or material infringement of Vertexia's Product intellectual property.

Where a material breach is capable of remedy, Vertexia will normally provide notice and a reasonable opportunity to cure the breach before terminating the Licence.

Immediate protective action may be taken where reasonably necessary to stop ongoing unlawful distribution, serious infringement, fraud or security harm.

36. Effect of termination

If the Licence validly terminates, the Licensee must cease any Product use that is no longer authorised and must stop creating or distributing new copies of Urbia A2 under the terminated Licence.

The Licensee must not use termination as an opportunity to transfer or recycle the Product into another project.

Termination does not affect rights or obligations that accrued before termination where they are intended by law or contract to survive.

Where an End Client validly received a Commercial Project before a later breach by the Licensee, the rights of that End Client are determined by the applicable End Client Limited Use Notice.

A subsequent breach by the Licensee should not automatically deprive an innocent End Client of validly granted project-use rights unless the End Client participated in the breach or applicable law requires otherwise.

37. No technical lock-in required

The validity of this Licence does not depend on a permanent online licence server, remote activation check or continued availability of Vertexia infrastructure unless a specific separately supplied Product component expressly requires such a service.

The perpetual licence to the acquired source-code release is contractual.

The Licensee is responsible for retaining appropriate backups of its Product and Commercial Project.

38. Licence evidence

Vertexia may retain evidence reasonably necessary to identify the Licence, including:

Licensee identity;
Order reference;
Product release;
Product archive hash;
Commercial License version;
applicable B2B Terms version;
applicable End Client Notice version;
contractual acceptance information;
Fulfilment Date;
and relevant transaction references.

The Contract Evidence Record, Order & License Confirmation and preserved contractual files may be used to establish the scope and version of the Licence.

39. Mandatory software-law rights

Nothing in this Licence is intended to exclude or restrict an act or right that applicable mandatory law does not permit the parties to exclude.

In particular, restrictions in this Licence must be interpreted consistently with mandatory rules applicable to lawful acquirers of computer programs.

Where applicable law grants a mandatory right to make a necessary backup, observe, study or test program functioning, or perform acts necessary to achieve interoperability under the legally prescribed conditions, this Licence does not purport to invalidate those mandatory rights.

40. No implied additional rights

Rights not expressly granted by this Licence remain reserved to Vertexia or the applicable third-party rights holder.

No right to create additional Commercial Projects, redistribute the Product or operate a multi-client Urbia business arises merely because:

source code is supplied;
the Product is technically modifiable;
the Product has been rebranded;
or the Licensee has created substantial modifications.

Technical capability does not expand the contractual licence scope.

41. Relationship with the B2B Terms

The applicable Vertexia B2B Terms & Conditions govern, among other matters:

business-customer eligibility;
formation of the purchase contract;
payment;
Stripe Managed Payments;
transaction taxes;
receipts and invoices;
Product delivery;
refunds;
liability;
privacy;
governing law;
jurisdiction;
and general contractual administration.

This Commercial License governs principally:

Product usage rights;
Commercial Project scope;
End Client use;
white-label rights;
source-code modification;
redistribution restrictions;
support;
Maintenance Updates;
and licence duration.

The documents must be interpreted together.

42. Governing law and jurisdiction

The governing law and jurisdiction provisions of the applicable Vertexia B2B Terms & Conditions apply to this Licence.

This Licence does not create a separate conflicting choice of law or forum.

43. Licence versioning

Each released version of this Commercial License is immutable for evidence purposes.

Vertexia must not silently overwrite the contractual file associated with a completed purchase.

A revised licence must receive a new version identifier.

Example:

URBIA-A2-COMMERCIAL-LICENSE-v2.1

→ remains preserved

A later version, for example:

URBIA-A2-COMMERCIAL-LICENSE-v2.2

→ must be released as a separate later contractual version.

A later licence version does not automatically replace the version governing an existing purchase.

44. Release integrity

For each production release of this Licence, Vertexia must preserve:

Document ID;
version;
effective date;
SHA-256 of the exact released contractual file;
associated B2B Terms version;
associated End Client Notice version;
and Product release(s) for which the Licence was active.

These references form part of the legal release registry and contractual evidence architecture.

END — URBIA A2 COMMERCIAL LICENSE — v2.2