END-USER LICENSE AGREEMENT
END-USER LICENSE AGREEMENT
This End User License Agreement (hereafter “EULA”) constitutes a contract between the natural person, the company or the organization that acquired this software (hereafter “YOU” or “the CLIENT”) and COHERIS, a public limited share company with shared capital of 2,274,230.00 Euros, registered with the Trade and Companies Register of Nanterre under the number 399 467 927, with registered office located 4 rue du Port aux Vins, 92150 SURESNES.
READ THE TERMS OF THIS AGREEMENT CAREFULLY BEFORE INSTALLING OR USING A COHERIS SOFTWARE PRODUCT. INSTALLATION AND / OR USE OF A COHERIS SOFTWARE IMPLIES TO THE CUSTOMER THE ACCEPTANCE OF THESE TERMS AND CONDITIONS.
IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS HEREIN, YOU CAN NOT USE OR ACCESS THE SOFTWARE PRODUCT AND YOU MUST RETURN ALL SUPPORT OF THE SOFTWARE PRODUCT, THE DIFFERENT ASSOCIATED DOCUMENTS AND ALL THE SUBJECTS BEFORE YOU HAVE BEEN DELIVERED BY THE SUPPLIER WITHIN A MAXIMUM PERIOD OF 15 CALENDAR DAYS FROM THE DELIVERY DATE OF THE SUPPORT OF THE SOFTWARE
The purpose of this document is to describe to the CLIENT the conditions of use of the SOFTWARE.
For the purposes of this license agreement, the terms below shall have the following meanings assigned to them:
ANOMALY: a defect resulting from one of the software not operating in accordance with its documentation which reoccurs, which can be reproduced and which is due exclusively to this software or its documentation.
BUG: a fault in the design or development of the SOFTWARE which causes an ANOMALY.
CUSTOMER: final user of the software.
EQUIPMENT: the computer hardware, the operating system and the complementary systems on which or with which the software is used.
LICENSE: Granting of a right to use the SOFTWARE in a personal, non-exclusive, non-transferable and non-transferable capacity according to its destination
MAINTENANCE: All the BENEFITS provided to the FINAL CLIENT to resolve the ANOMALIES, correct the BUGS and make available UPDATES and MINOR VERSIONS of the SOFTWARE (s) and related documentation including the correction of the BUGS.
PARAMETERIZATION: the operation of modifying data and\or parameters to customise the operation of one of the Software in order to meet the specific needs of the Customer. The Parameterization can be carried out either using the built-in functionalities of the Software or by an external programme separate to the Software, or by updating data in SQL tables, data files, text files or XML.
RESELLER: A client of COHERIS to whom the software is expressly provided for resale purposes.
SOFTWARE: a computer program created by and belonging to Coheris together with its Documentation in the version acquired by the Customer under the terms of the License Agreement or the version supplied by Coheris as part of the maintenance contract or by the application of updates.
SERVER: refers to the computer on which the SOFTWARE is installed and which allows USERS connected to the SERVER by an internal or external network to operate the SOFTWARE without it being installed on the USER’s personal computers.
SUPPORT: Remote technical assistance (Hotline) on the SOFTWARE (S), brought to the FINAL CLIENT by COHERIS or the PARTNER. This assistance covers the MAINTENANCE services of the COHERIS SOFTWARE (S).
UPDATE: temporary programs which perform corrections (patches) or improvements to the Software, provided, if needed, by Coheris to the Customer, under this contract. Updates do not include products or modules which are marketed separately from this Software by Coheris and may be invoiced to the Customer separately.
USER: someone who uses a computer terminal (personal computer, PDA or similar) on which one of the Software is installed or someone who has access, by an internal or external network or by telephone or internet, to one of the Software installed on a server belonging to the Customer. The User’s rights for the Software are governed by the License Agreement.
VERSION: indicates the status of the Software delivered to the Customer, including corrections to Bugs and/or improvements or new functions compared to the preceding Version. A Version can be Minor or Major. A Major Version makes substantial improvements and modifications to the Software which may comprise new functionality, ease of use, or improved integration. It is designated by a change to the number immediately to the left of the decimal point on the Version number, the modified figure being larger than the figure it replaces.
- GRANT OF LICENCE
COHERIS grants the CUSTOMER, for the term of the legal term of intellectual property rights, a right to use the SOFTWARE on a personal, nonexclusive, no assignable and no transferable basis within the limits of these conditions and in accordance with the use defined in this contract and in the associated documentation.
Use is understood as meaning the operation for processing of all or part of the instructions or data of one or more programs making up the SOFTWARE. The use of the SOFTWARE is only authorized for the EQUIPMENT specified in the PURCHASE ORDER.
The right to use the SOFTWARE is granted exclusively for the needs of the CUSTOMER, within the limits of the number of SERVERS authorized and the number of USERS authorized, for its employees alone or any person who is directly or indirectly subordinate to the CUSTOMER to the exclusion of any third party. The CUSTOMER must ensure that only authorized USERS have access to the SOFTWARE.
Only a copy of the SOFTWARE PRODUCT is authorized for backup purposes for security reasons, which can only be used in the event of failure of the copy installed on the EQUIPMENT.
In particular, any commercial or non-commercial broadcasting, free of charge, including on loan, of the SOFTWARE is prohibited, as is any translation and modification.
If the CUSTOMER needs information on the interoperability of the SOFTWARE, this information will be requested from COHERIS.
- INTELLECTUAL PROPERTY
In accordance with the provisions of the Intellectual Property Code, it is reminded that COHERIS holds all the intellectual property rights relating to the SOFTWARE and the accompanying documentation and to all their UPDATES, old VERSIONS, Current and future, and of all the developments carried out by COHERIS.
These rights are in no way transferred to the CLIENT under this EULA.
The CUSTOMER refrains from infringing in any way whatsoever the intellectual property rights of COHERIS on the SOFTWARE. The CUSTOMER is expressly prohibited from using or using the SOFTWARE in a manner contrary to this contract. In particular, it is prohibited to:
- making any reproduction of the SOFTWARE in any form and on any type of media, including modification, merger or inclusion in any other software and / or modification of the accompanying documentation;
- making any reproduction other than a backup copy, it being specified that the back-up copies are the property of COHERIS, and any translation, adaptation, arrangement or modification of the SOFTWARE;
- making any representation of the SOFTWARE on any type of medium;
- making any use of the SOFTWARE PRODUCT in whole or in part and by any means, lease, assignment, etc.
- making any disclosure, commercialization or use of the SOFTWARE for the benefit of third parties, as well as any training of third parties, in the use of all or part of the SOFTWARE;
- making any decompiling, disassembly or reverse engineering of the SOFTWARE, subject to the applicable legal provisions;
- except for the operations necessary for the SET-UP, any modification or intervention on the SOFTWARE, including for the purpose of correcting BUGS that may affect the operation of the SOFTWARE, insofar as the right of correction of the said BUGS is reserved exclusively for COHERIS. Without prejudice to the other stipulations of the present contract, any failure of the CLIENT to this obligation releases COHERIS of all its obligations of guarantee and its responsibilities;
- making any disclosure of the performance of the SOFTWARE, its functionality and its implementation.
- WARRANTY IN CASE OF INFRINGEMENT
COHERIS warrants that they are the lawful holder of all rights of ownership on the SOFTWARE and that the SOFTWARE in no way infringes any patent or copyright. COHERIS consequently undertakes to defend the CUSTOMER, at their own expense, against any action taken against the CUSTOMER on the grounds that the use of the SOFTWARE granted to the CUSTOMER infringes the copyright of a third party, provided that the CUSTOMER advise COHERIS promptly and in writing of any action taken and that the CUSTOMER collaborates fairly in the defence by assisting COHERIS. The CUSTOMER gives COHERIS control of the defence and/or, subject to notification, any action aimed at achieving a settlement.
In the event if such action being taken or about to be taken, COHERIS undertakes, at the option of the CUSTOMER, to take back the SOFTWARE and to refund to the CUSTOMER the price paid less an allowance for amortisement calculated on a period of use of five (5) years, or to obtain for the CUSTOMER the right to continue using the SOFTWARE, or to modify or replace it so that there is an immediate end to any infringement inasmuch as the modification or replacement achieves the same functional coverage as that set out in the SOFTWARE documentation.
COHERIS will take on none of the obligations mentioned above if the allegations relate to:
- the use of a version of the SOFTWARE other than the current unmodified VERSION, when the infringement could have been avoided by the use of the current unmodified VERSION and COHERIS had duly informed the CUSTOMER by registered letter of the risks incurred and of an obligation to update their VERSION;
- the combination and implementation, or the use of the SOFTWARE, with programs and data not supplied by COHERIS.
The CUSTOMER receives the SOFTWARE as it stands and accepts a total waiver of COHERIS ‘liability for any indirect damage to the SOFTWARE.
COHERIS shall not be liable to you or any third party for any indirect, special, incidental, dissuasive, cover, or incidental damages (including, but not limited to, damages resulting from the inability to use Equipment or access to data, loss of business, loss of profits, business interruption, etc.) related to the use or inability to use the SOFTWARE. This limitation of liability is based on all theories of liability, including breach of contract, breach of warranty, negligence (including negligence), product liability or otherwise, even if COHERIS or its representatives have been notified the possibility of such damages, and even if the essential purpose of an appeal mentioned here has failed.
Whatever the cause or the basis of the damages, the total liability of COHERIS to you will be limited to 50% of the amount you have paid to acquire the SOFTWARE.
In the event of failure by one of the PARTIES to fulfill the obligations of this EULA, not repaired within thirty (30) days from the sending of a registered letter with acknowledgment of receipt notifying the default, the other PARTY may assert the termination of the contract as of right.
In the event of termination of the contractual relationship, the CLIENT shall, within a maximum period of fifteen (15) days from the termination of the contractual relations, notify by registered letter with acknowledgment of receipt to COHERIS that he immediately ceased all use and It attests to the destruction of the SOFTWARE, including the documentation, as well as the backup copy.
COHERIS reserves the right to have any audit it deems necessary, directly or by a representative, to verify that the conditions of use of the SOFTWARE and the obligations inherent in this contract are respected by the CUSTOMER.
The CUSTOMER acknowledges that the SOFTWARE contains confidential information from COHERIS.
Accordingly, the CUSTOMER shall not disclose to any third party, without the prior written authorization of COHERIS, any information concerning the SOFTWARE except to its employees bound by a confidentiality undertaking and who need to know them for non-confidential purposes. Contrary to this EULA, or its external legal or financial advice to professional secrecy.
The obligations under this section will remain in effect for the duration of this EULA and for five (5) years after termination.
This EULA is governed by French law.
In case of impossibility of finding an amicable solution, express jurisdiction is attributed to the Commercial Court of Paris, notwithstanding plurality of defendants or introduction of third parties, including for the emergency procedures or the interim proceedings, in summary proceedings or on request.
You are not permitted to assign or transfer this Agreement or the SOFTWARE, nor any right over the SOFTWARE.