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LICENSE
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LICENSE
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ROYALTY FREE SOFTWARE LICENSE AGREEMENT
Version 1.0, May 2024
This Software License Agreement (the “Agreement”) governs the installation and use of 509 OPS's software (“Software”). Any use of the Software implies automatically the acceptance of the following terms and conditions.
DEFINITIONS
"Authorised Users": means the persons authorised by the Licensee (including third-party service-providers) to access and use the Software on behalf of the Licensee.
"Documentation" means the documentation relating to the Software provided by Licensor, the latest version being available here: https://www.fast.sh/doc.
"Licensor": means FAST.SH.
"Licensee": means an individual or legal entity exercising permissions granted by this Agreement.
LIMITED LICENSE
License Grant. Subject to the terms and restrictions of this Agreement and the limited warranty hereof, Licensor grants Licensee a royalty-free, revocable, worldwide, non-exclusive, non-transferable and non-sublicensable right to reproduce and use a single copy of the Software for the maximum period permitted by applicable law. The license does not grant the Licensee the right to new and/or additional and/or restricted software modules, nor does it grant the Licensee any rights to the Documentation. The Licensee may obtain new or additional software modules by separately purchasing a subscription for such new or additional software modules from Licensor. The Software is provided in executable form only and no access is or will be granted to any source code.
Use by Third Parties. Licensor acknowledges and agrees that the Software may, subject to the terms of this Agreement, be used by Licensee's third-party service providers, independent contractors, consultants and outsourcers, provided that such third parties agree to comply with the terms of this Agreement and such third parties use the Software only for Licensee's benefit and business purposes. Licensee will remain responsible and liable for the proper use of the Software in accordance with this Agreement by such third parties.
Restrictions. Subject to the terms and restrictions of this Agreement, the Licensee shall not and shall ensure that its Authorised Users do not (i) use the Software for any purposes other than those strictly stipulated by the Agreement; (ii) grant access to the Software to any person other than Authorised Users; (iii) modify, adapt, alter, translate or create derivative works from the Software or any component therefrom; (iv) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software, unless permitted by applicable law; (v) correct any errors, defects or any other anomaly in the Software; (vi) access all or any part of the Software in order to build or assist in any way with the building of a product or service which competes with and/or is similar to the Software; or (vi) frame, display, mirror, or develop a software tool or application based on the Software in whatsoever manner.
Distribution. Subject to the terms and restrictions of this Agreement, the Licensee shall not and shall ensure that its Authorised Users do not sublicense, export, rent, lease, lend, sell, provide for service bureau use, time-sharing, publish or grant a security interest in the Software or otherwise transfer, distribute copies of all or any portion of the licensed Software to any third party.
Retained Rights and Ownership. The Licensor retains all right, title and interest in and to the Software, and all copyright, patent, trademark, trade secret and other proprietary rights and interests in the Software. Except to the extent expressly granted herein, the Licensee acquires no rights in the Software. The Licensee acknowledges such intellectual property rights and will not take any action to jeopardize, limit or interfere in any manner with Licensor's rights with respect to the Software and Documentation.
Trade marks. This Agreement does not grant permission to use the trade names, trademarks, service marks, or product names of the Licensor. The Licensee shall not and shall ensure that its Authorised Users do not remove or alter any trade mark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software or Documentation without the prior written permission of Licensor, which may be withheld at its sole discretion.
MAINTENANCE, SUPPORT AND OTHER SERVICES
Maintenance and Support Services. The Licensor shall have no obligation to correct errors or bugs in, or provide upgrades to, the Software. In the event the Licensee wishes to purchase maintenance or support services from Licensor, Licensor shall prepare a sales quotation setting forth the services to be provided and the applicable fee for such service. Licensor shall provide maintenance or support services following receipt of an executed sales quotation.
Installation and Upgrade Services. If Licensee desires for Licensor to perform the initial installation of the Software on the applicable servers for Licensee, the parties shall negotiate a mutually agreed upon statement of work detailing such installation services and, following execution of such statement of work, Licensor shall perform such installation services. Additionally, Licensor will install an upgrade to the server software for Licensee when an upgrade is issued, if requested by Licensee and the parties execute a mutually agreed upon statement of work. The fees for the performance of installation services with respect to the server software and any upgrade ordered by Licensee shall be set forth in the applicable sales quotation.
Training. If Licensee desires for Licensor to perform training seminars on the Software to Licensee, Licensor shall prepare a sales quotation setting forth the services to be provided and the applicable fee for such training seminars. Licensor shall provide maintenance or support services following receipt of an executed sales quotation. These training seminars are conducted in French or English.
Other Services. Any other service requested by Licensee in connection with the Software shall be agreed upon in writing in a sales quotation between the parties, before such service is provided. The fee for such other services shall be set forth in such sales quotation.
DISCLAIMERS AND EXCLUSIONS OF LIABILITY
Limited Warranty. Unless required by applicable law or agreed to in writing, the Software is provided "AS IS", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. FURTHER, LICENSOR DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE SOFTWARE OR WRITTEN MATERIALS IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, CORRECTNESS OR OTHERWISE. THE LICENSOR DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS THAT THE SOFTWARE WILL OPERATE IN CONFORMANCE WITH THE DOCUMENTATION. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE AND DOCUMENTATION IS WITH THE LICENSEE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY AND THE LICENSEE MAY NOT RELY ON SUCH INFORMATION OR ADVICE.
Limitation of Liability. In no event and under no legal theory, whether in tort (including negligence), contract, or otherwise, unless required by applicable law (such as deliberate and grossly negligent acts) or agreed to in writing, shall Licensor be liable to Licensee for damages, including any direct, indirect, special, incidental, or consequential damages of any character arising as a result of this Agreement or out of the use or inability to use the Software (including but not limited to damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses), even if the Licensee has been advised of the possibility of such damages. Each party acknowledges that the limitation of liability set forth in this section reflects the allocation of risk between the parties and the economic balance under this Agreement. In no event shall Licensor be liable to Licensee for damages resulting from the combination of the Software, in whole or in part, with any other applications.
Essential Basis of Agreement. The Parties acknowledge and agree that the disclaimers, exclusions and limitations of liability set forth in this section reflects the allocation of risk between the parties and the economic balance under this Agreement, and that, absent any such disclaimers, exclusions or limitations of liability, the terms of this Agreement, including, without limitation, the economic terms, would be substantially different.
INDEMNIFICATION
Licensee agrees to indemnify, hold harmless and, at Licensor's option, defend Licensor, its officers, directors, employees and agents from and against any losses, liabilities, costs (including reasonable attorney's fees) or damages resulting from any claim by any third party arising from a breach by Licensee of its obligations under this Agreement, provided that in any case Licensee shall not settle any third-party claim against Licensor unless such settlement completely and forever releases Licensor with respect thereto or unless Licensor provides its prior written consent to such settlement. Notwithstanding the foregoing, in any case for which Licensee provides defense of a third-party claim against Licensor, at Licensor 's option as contemplated above, Licensor shall nonetheless have the right to participate in such defense by counsel of its choice at its own expense.
TERM AND TERMINATION
Term. The term of this Agreement shall commence on the implementation date of the Software and shall continue in effect for a period of one (1) year, unless terminated pursuant to this section. Thereafter, the Agreement will automatically renew for one (1) year terms, unless terminated pursuant to this section. Either party may terminate this Agreement by providing the other with thirty (30) days written notice.
Termination. At any time during the term of this Agreement, Licensor shall have the right to terminate this Agreement as of right if Licensee fails to comply with any term or condition in this Agreement and fails to remedy such breach within five (5) days after written notice by Licensor of such breach.
Effect of Termination. Upon expiration or termination of this Agreement, all rights granted under this Agreement to Licensee shall cease and the Licensee undertakes to destroy all copies of the Software and Documentation and to certify such destruction in writing. The parties’ rights and obligations which by their nature would continue beyond the termination or expiration of this Agreement shall survive any termination or expiration of this Agreement.
VERIFICATION
Licensee acknowledges and agrees that Licensor may, upon reasonable notice, request records to verify Licensee's use of the Software complies with the terms of this Agreement. In addition, Licensor may, at its expense, audit the number of copies of the Software in use by Licensee and the equipment on which the Software is installed at any time during the term. Any such audit shall be conducted during regular business hours at Licensee’s facilities and shall not unreasonably interfere with Licensee’s business activities. Shall the audit reveal use of the Software out of the scope of this Agreement, the Licensor shall be entitled to terminate the agreement and the Licensee shall bear the cost of the audit.
GENERAL
Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes and merges all prior oral and written agreements, discussions and understandings between the parties with respect to the subject matter hereof. The preprinted terms and conditions contained on Licensee's purchase order and Licensor's order acknowledgement form and reference to terms and conditions contained on either document shall be inapplicable to any order placed by Licensee under this Agreement, unless otherwise agreed in writing by the parties.
Independent Contractors. In entering and performing this Agreement, the parties are independent contractors. Nothing contained in this Agreement shall be construed or implied to create an agency, partnership or employer and employee relationship between them. At no time shall either party make commitments or incur any charges or expenses for, or in the name of, the other party.
Export. Licensee shall comply with all applicable international and national laws that apply to the Software, including the U.S. Export Administration Regulations, as well as end user and destination restrictions issued by U.S. and other governments. Diversion contrary to U.S. law is prohibited.
Notices. All notices under this Agreement will be in writing, and will be deemed given when personally delivered, when sent by confirmed fax, prepaid certified or registered mail, return receipt requested, or a recognized delivery service to the address of the Party to the address set forth above, or to such other address as such Party last provided to the other by written notice.
Amendments; Modifications. This Agreement may not be amended or modified except in a writing duly executed by authorized representatives of both parties.
Assignment; Delegation. Licensee may not assign any of its rights or delegate any of its duties under this Agreement without the prior written consent of the Licensor. Any attempted assignment or delegation hereunder without such prior written consent shall be null, void and of no effect.
Severability. If any provision of this Agreement is invalid or unenforceable for any reason in any jurisdiction, such provision shall be construed to have been adjusted to the minimum extent necessary to cure such invalidity or unenforceability. The invalidity or unenforceability of one or more of the provisions contained in this Agreement shall not have the effect of rendering any such provision' invalid or unenforceable in any other case, circumstance or jurisdiction, or of rendering any other provisions of this Agreement invalid or unenforceable whatsoever.
Waiver. No waiver under this Agreement shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of such waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described therein and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. Any delay or forbearance by either party in exercising any right hereunder shall not be deemed a waiver of that right. The parties agree to expressly exclude the application of articles 1222 and 1223 of the French Civil Code.
GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement constitutes the legal document governing the rights of the parties, and all legal disputes concerning the Agreement shall be resolved and construed in compliance with the terms of this Agreement and the laws of France unless an applicable national statute contains invariable rules, which specifically overrule any terms of this Agreement. All disputes between the parties shall be settled by the competent courts of Paris, France.