End User License Agreement
Before you use the Licensed Software, please read this EULA as carefully as you would read any other legal document. This End User License Agreement (EULA) is a contract between you (“you,” “your” or “Licensee”) and the authorized provider (the “Provider”), which states the terms and conditions under which the Licensed Software named above is licensed – not sold – to you. The Licensed Software includes computer software and may include associated media, printed materials, “online” or electronic documentation, and Internet-based services. BY INSTALLING, COPYING, OR OTHERWISE USING THE LICENSED SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE LICENSED SOFTWARE. If you are a residing in, located in, or citizen of the United-States when purchasing the Licensed Software, please be aware that this EULA provides for Class Action Waiver (as set forth below, the “Class Action Waiver” provision) and for your Disputes (as defined below) with Provider, its affiliates, or licensors, to be referred to binding Arbitration (as set forth below, in the “Dispute Resolution” provision), which may affect your rights under this EULA. You may opt out of the binding individual arbitration and class action waiver as provided below.
LICENSE TERMS CONTENTS.
The “Licensed Software” includes all of the contents of the files, disk(s), CD-ROM(s), DVDs, or other media for which this EULA is provided, including: (1) third-party computer information or software that Provider has licensed for inclusion in the Licensed Software; (2) written materials or files relating to the Licensed Software (“Documentation”); (3) upgrades, modified versions, updates, additions, and copies of the Licensed Software, if any (collectively, “Updates”).
The Licensed Software may require an internet connection to be available in order to access all features. See the specific provisions below that disclaim warranties and limit our liability based on internet service interruptions and unavailability.
PERSONAL DATA PROTECTION.
Licensee may only make one copy of the Licensed Software for backup or archival purposes only, except that the Documentation may not be duplicated.
Licensee may not sell, assign, sublicense, rent, lease, lend or otherwise transfer the Licensed Software or the License granted by this EULA without prior written consent of Provider.
The License granted by this EULA is non-exclusive. Licensee may not use the Licensed Software except as expressly permitted by this License.
(1) Licensee may not modify, alter, adapt or translate all or any portion of the Licensed Software; (2) Licensee may not create any derivative works from all or any portion of the Licensed Software; (3) Licensee may not reverse-engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Licensed Software; (4) Licensee may not use a previous version of the Licensed Software after receiving a media replacement or upgraded version as a replacement to a prior version (in such case you must destroy the prior version); (5) Licensee may not use the Licensed Software in the operation of aircraft, ship, nuclear facilities, life-support machines, communication systems, or any other equipment in which the failure of the software could lead to personal injury, death, or environmental damage; (6) Licensee may not remove or obscure Provider’s copyright or trademark notices, or the copyright and trademark notices of third parties that Provider has included in the Licensed Software; and (7) Licensee may not use the Licensed Software to host applications for third parties, as part of a facility management, timesharing, service provider, or service bureau arrangement; and (8) Licensee may not use the Licensed Software in any manner not authorized by this EULA.
If the Licensed Software is an Update to a previous version, Licensee must possess a valid License to the previous version. Any Update provided to Licensee is made on a License-exchange basis such that Licensee agrees, as a condition for receiving an Update, that Licensee will terminate all of Licensee’s rights to use any previous version of the Licensed Software. However, Licensee may continue to use the previous version only to assist in transitioning to the Updated version. Once an Update has been released, Provider may cease support for prior versions, without any notice to Licensee.
Provider may provide Updates to the content of some of its software from time to time, including but not limited to, virus definitions, URL lists, rules, driver database updates, and updated vulnerability data. These types of Updates are collectively referred to as “Content Updates.” Provider may, at its discretion and without notice, add, modify or remove features, including Content Updates, from the Licensed Software at any time.
Provider is not obligated by this EULA to provide Licensee with any technical support services relating to the Licensed Software; however, Licensee may order additional support services for an additional charge as Provider may offer from time to time during the term of this EULA.
You are a consumer. Nothing in this contract should prevent you from the benefit of rights granted to you by applicable consumer regulation. This EULA is subject to, and will be governed by and construed in accordance with the substantive laws of France, to the extent permitted by applicable consumer law. This EULA will not be governed by the conflict of law rules of any jurisdiction, or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
LIMITED WARRANTY ON MEDIA.
Provider warrants that the media on which the Licensed Software is distributed will be free from material defects for a period of 30 days from the date the Licensed Software is delivered to Licensee. If Licensee discovers a defect in the media during this 30-day period, Licensee may return the defective media to Provider, and Licensee’s sole remedy is to have either the defective media replaced, or at Provider’s sole option, a refund of the money that Licensee paid for the Licensed Software.
NO WARRANTY ON LICENSED SOFTWARE.
THE LICENSED SOFTWARE (EXLUDING THE MEDIA ON WHICH IT IS DISTRIBUTED) AND ALL PROVIDER RELATED WEBSITES AND SERVICES ARE PROVIDED TO LICENSEE “AS IS” AND “AS AVAILABLE,” AND PROVIDER AND ITS SUPPLIERS AND LICENSORS MAKE NO WARRANTY AS TO THEIR USE OR PERFORMANCE. PROVIDER AND ITS SUPPLIERS AND LICENSORS MAKE NO WARRANTIES OR REPRESENTATIONS (EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE, OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION: QUALITY, AVAILABILITY, PERFORMANCE OR FUNCTIONALITY OF THE LICENSED SOFTWARE OR ANY RELATED PROVIDER WEBSITES OR SERVICES; QUALITY OR ACCURACY OF ANY INFORMATION OBTAINED FROM OR AVAILABLE THROUGH USE OF THE LICENSED SOFTWARE OR RELATED PROVIDER WEBSITES OR SERVICES; ANY REPRESENATION OR WARRANTY THAT THE USE OF THE LICENSED SOFTWARE OR ANY RELATED PROVIDER WEBSITES OR SERVICES WILL BE UNINTERRUPTED OR ALWAYS AVAILABLE (WHETHER DUE TO INTERNET FAILURE OR OTHERWISE), ERROR-FREE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR OPERATE ON OR WITH ANY PARTICULAR HARDWARE, PLATFORM OR SOFTWARE; NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE, EXCEPT FOR, AND ONLY TO THE EXTENT, THAT A WARRANTY MAY NOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW IN LICENSEE’S JURISDICTION.
LIMITATION OF LIABILITY.
IN NO EVENT WILL PROVIDER, OR PROVIDER’S SUPPLIERS OR LICENSORS, BE LIABLE TO LICENSEE FOR ANY DAMAGES, CLAIMS, OR COSTS WHATSOEVER, OR FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, PUNATIVE, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS (INCLUDING WITHOUT LIMITATION THOSE BASED ON THE USE OR THE INABILITY TO USE THE LICENSED SOFTWARE OR ANY PROVIDER RELATED WEBSITES OR SERVICES), EVEN IF A REPRESENTATIVE OF PROVIDER OR ONE OF PROVIDER’S SUPPLIERS OR LICENSORS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS, OR COSTS, OR FOR ANY CLAIM BY ANY THIRD PARTY. THESE LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN LICENSEE’S JURISDICTION. IN ANY CASE, THE AGGREGATE LIABILITY OF PROVIDER, AND PROVIDER’S SUPPLIERS, UNDER OR IN CONNECTION WITH THIS EULA, SHALL BE LIMITED TO THE AMOUNT PAID FOR THE LICENSED SOFTWARE, OR 5 EUROS.
SURVIVAL OF DISCLAIMERS.
The exclusions of warranties and liability limitations shall survive the termination of this EULA, howsoever caused; but this survival shall not imply or create any continued right to use the Licensed Software after termination of this EULA.
Licensee shall not ship, transfer, or export Licensed Software into any country or use Licensed Software in any manner prohibited by the applicable export control laws, notably where applicable, the United States Export Administration Act, restrictions, or regulations (collectively the “Export Laws.”) All rights to use the Licensed Software are granted on condition that Licensee complies with the Export Laws, and all such rights are forfeited if Licensee fails to comply with the Export Laws.
INTELLECTUAL PROPERTY OWNERSHIP.
The Licensed Software and any authorized copies that Licensee makes are the intellectual property of, and are owned by, Provider, and by third parties whose intellectual property has been licensed by Provider. The structure, organization, and code of the Licensed Software are the valuable trade secrets and confidential information of Provider and such third parties. The Licensed Software is protected by law, including without limitation, the copyright laws of the United States and other countries, and by international treaty provisions. Except as expressly provided in this EULA, Licensee is not granted any intellectual property rights in the Licensed Software.
RESERVATION OF RIGHTS.
Provider reserves all rights not expressly granted to Licensee by this EULA. The rights granted to Licensee are limited to Provider’s intellectual property rights, and to the intellectual property rights of third parties licensed by Provider.
COMPLETE AGREEMENT and BINDING EFFECT.
This EULA constitutes the entire agreement between the Licensee and Provider relating to the Licensed Software, and it supersedes all prior or contemporaneous representations, discussions, undertakings, communications, agreements, arrangements, advertisements, and understandings regulating the Licensed Software. This EULA is binding on and made for the benefit of the parties and their successors and permitted assigns.
This EULA may only be modified, supplemented or amended by a writing signed by an authorized officer of Provider.
Except as provided in the “Dispute Resolution and Arbitration” Provision, if any provision of this EULA is determined by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this EULA will remain in full force and effect.
No failure or delay by Provider in exercising its rights or remedies shall operate as a waiver unless made by Provider’s specific written notice. No single or partial exercise of any right or remedy of Provider shall operate as a waiver or preclude any other, or further, exercise of that, or any other right, or remedy.
If Licensee breaches this EULA, and fails to cure any breach within 30 calendar days after request from Provider, or Provider’s authorized representative, Provider may terminate this EULA, whereupon all rights granted to Licensee shall immediately cease. Furthermore, upon termination, Licensee shall return to Provider all copies of the Licensed Software, or verify in writing that all copies of the Licensed Software have been destroyed.