SOFTWARE LICENCE AGREEMENT
READ THIS SOFTWARE LICENSE AGREEMENT ("AGREEMENT") CAREFULLY.
BY DOWNLOADING THE PRODUCT AND/OR CLICKING ON THE APPROPRIATE BUTTON TO COMPLETE THE INSTALLATION PROCESS, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU ACKNOWLEDGE THAT YOU HAVE THE AUTHORITY TO BIND THE ENTITY TO THIS AGREEMENT, AND REFERENCES TO "LICENSEE", "YOU" AND "YOUR" ARE TO BE UNDERSTOOD AS REFERENCES TO THE TERMS "LICENSEE", "YOU" AND "YOUR". YOU" AND "YOUR" HEREIN MEAN SUCH ENTITY.
THE TERMS AND CONDITIONS OF THIS AGREEMENT CREATE A BINDING CONTRACT BETWEEN DATAKIT AND YOU IF YOU DECIDE TO USE THE PRODUCT DESCRIBED BELOW.
Subject to the acceptance of these terms and conditions, by you and your organization (the "Licensee"), and the payment of any applicable fees due to DATAKIT, DATAKIT hereby grants a non-exclusive, revocable, limited, non-transferable and non-sublicensable license, during the License Validity Period, to install and use the Product, in the specific configurations specified in the quotation accepted by the Licensee.
The license granted hereunder relates to the following software Products: CrossManager, CrossCad/Plg, Crossmanager Advanced
as well as any improvements, updates, modifications, related services, or any related documents, supplied to the Licensee by DATAKIT (hereinafter the "Product") and as ordered by the Licensee.
1. Grant of Licence
DATAKIT grants the Licensee a limited, non-exclusive and non-transferable right to use the above-mentioned Products, in object code form, DLL or EXE file (depending on product ordered) for its own needs and data, with a precise physical address for each workstation (depending on whether the license is installed on a PC (fixed license), on a server (floating license), or installed in "remote mode", or delivered with a deprotection serial code. (depending on product ordered)
Unless otherwise agreed, floating or remote mode or DLL licenses are limited to a single geographical site or server).
The right to use the Product is personal to the Licensee and may not be assigned, allocated, rented, lent, given or transferred in any other way, temporarily or permanently, to any other person or entity.
The Licensee's rights to the Product exclude the right to use the Product for the benefit of third parties in the context of outsourcing, consultancy or any other context.
Said right of use does not include any warranty by DATAKIT of any form whatsoever concerning the suitability of the Product for any particular use or application.
Unless otherwise specified in the Quotation, the Product will be delivered to you electronically. The Product will be deemed accepted by you at the time of delivery.
License Models; Validity Period of the Agreement; Termination and Expiration :
A. Annual License Model. If your License is a fixed-term license (also referred to as an "Annual License"). The Validity Period of the License will commence on the date of our invoice to you, unless otherwise specified in the Quotation. Upon expiration of the License Validity Period, your Annual License will be automatically renewed for an additional year, unless either party notifies the other, at least ninety (90) days prior to the start of the renewal period, that it does not wish to renew. The price of a renewal may change from time to time at DATAKIT's discretion. In such a case, DATAKIT will provide you with an updated quote at least sixty (60) days prior to the end of the Validity Period of the current License. If you do not agree with the new price, you may notify DATAKIT of your intention not to renew thirty (30) days prior to the beginning of the Validity Period of the renewed License.
B. Perpetual License Model. If you have purchased a license and the license is specified in the Quotation as "perpetual", your License, and in accordance with the License Validity Period, will be perpetual. Unless provided for in the Quotation and accepted by the customer, Annual Maintenance is not included; this Maintenance includes software updates and patch deliveries, over the period covered by the Maintenance, by default 1 year. In the event of subscription to annual Maintenance, this Maintenance will be renewed automatically and will be invoiced by DATAKIT on the anniversary date. If the Licensee does not wish to extend Maintenance, it must inform DATAKIT by registered letter with acknowledgement of receipt, at least ninety (90) days before the start of the renewal period.
2. Restrictions on use
The Licensee may install the Product for use on several computers, according to DATAKIT's estimate and invoice. The license provided by DATAKIT specifies the number of computers authorized for the Licensee, as well as the duration in the case of an Annual License.
Exception: unless specified in the Quotation, licenses delivered for the product in DLL format may only be used on a single geographical site/single server.
In the event that the Licensee assigns, donates or transfers ownership of a computer on which it has installed the Product, or in the event that the lease of a computer on which it has installed the Product comes to an end, the Licensee must uninstall the Product before transferring or returning said computer.
DATAKIT authorizes the Licensee to make a single copy of the Product, for backup purposes only.
3. Security mechanisms
DATAKIT takes all necessary measures to prevent piracy of the Product.
In this context, the Product may include a security mechanism capable of detecting the installation or use of illegal copies of the Product, and collecting and transmitting any information concerning the use of such illegal copies.
By using the Product, the Licensee consents to the above-mentioned detection and collection of information, as well as to its transmission when an illegal copy has been detected.
DATAKIT also reserves the right to use a software lock or license key to control access to the Product.
The Licensee shall take no steps to avoid or circumvent the purpose of these measures. Use of the Product without the software lock or license key provided by DATAKIT is prohibited and may give rise to civil and criminal penalties.
4. Product ownership and copyrights
The Software, and all copies of the Product, are licensed and not sold. All right, title and interest (including, but not limited to, all intellectual property rights) in and to the Product (and all copies thereof, and related content) are and shall remain the exclusive property of DATAKIT (or its suppliers and licensors, as applicable). The Product (and all copies thereof and associated content) are protected by applicable copyright laws and international treaty provisions. All rights not expressly granted to Licensee in this Agreement are reserved to and by DATAKIT (and its licensors and suppliers if applicable). In addition, and without limiting the foregoing, no license or right of any kind, whether express, implied, estoppel, exhaustion, or otherwise, is granted under any DATAKIT patent (whether identified herein or not) or other DATAKIT intellectual property right with respect to any other DATAKIT or third party product, including the right to use any other product.
The Licensee undertakes not to infringe, directly or indirectly, or through third parties, DATAKIT's rights to the Product. Any reproduction of the Product, in whole or in part, in any form whatsoever and on any medium whatsoever, is strictly forbidden and may result in civil or criminal prosecution.
The Licensee acknowledges that the Product, as well as all copyrights and trade secrets attached thereto, are owned by and are the property of DATAKIT. The Licensee hereby agrees not to distribute or disclose copies or originals of the Product to third parties.
The Licensee agrees not to reverse engineer, decompile, disassemble or modify the Product. The Licensee shall retain all proprietary notices contained in the Product.
In any event, DATAKIT retains, on an exclusive and definitive basis, all rights to source codes, studies, documents and any other intellectual property relating to the Product or its use.
5. Maintenance
When acquiring the Product, (Product acquired under Perpetual License) the Licensee may take out an annual maintenance subscription, the first three months of which are free of charge.
Maintenance includes software updates (patches and new versions), telephone and e-mail support during office hours (France only), new license issuing in case of change of PC.
For Licensee under maintenance : In the event of a change of PC, DATAKIT will issue a new license code to the Licensee free of charge on receipt of the completed and signed certificate of license destruction.
If the Product is purchased on an "annual subscription" basis, the annual rental fee includes maintenance for the period equivalent to the subscription fee paid.
IF A LICENSEE WITHOUT A MAINTENANCE CONTRACT REQUESTSÂ :
⢠AN UPDATE OF THE PRODUCT : DATAKIT WILL BE ENTITLED TO CHARGE PENALTIES CORRESPONDING TO A MAXIMUM OF 3 YEARS' MAINTENANCE (INCLUDING THE CURRENT YEAR)
⢠A LICENSE MIGRATION IN CASE OF PC CHANGE DATAKIT WILL CHARGE 350 ⬠FOR THIS SERVICE. THE NEW LICENSE CORRESPONDS TO THE LATEST VERSION FOR WHICH THE LICENSEE HAS SUBSCRIBED TO MAINTENANCE.
In all cases, we advise Licensee to retain a copy of the installation file and license file.
6. Payments
Payments for the license and maintenance subscription provided for herein are due 30 calendar days after DATAKIT's invoice date, unless otherwise stipulated.
7. Responsability
The Licensee acknowledges that DATAKIT's liability for any claims made by the Licensee against DATAKIT (including, without limitation, claims for direct or indirect damages) is limited to the amount of the price paid for the use of the Product.
THE PRODUCTS ARE PROVIDED TO THE LICENSEE "AS IS", WITHOUT WARRANTY OF ANY KIND. DATAKIT MAKES NO REPRESENTATIONS, EXPRESS OR IMPLIED, REGARDING THE VALUE OF THE PRODUCTS, THEIR SUITABILITY, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. DATAKIT DOES NOT WARRANT THE PERFORMANCE OR RESULTS THAT THE LICENSEE MAY OBTAIN BY USING THE PRODUCTS.
DATAKIT SHALL NOT BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES OR FOR ANY DIRECT OR INDIRECT LOSS, DAMAGE OR EXPENSE ARISING OUT OF (1) THE USE OF THE PRODUCTS OR (2) THE INABILITY TO USE THE PRODUCTS FOR ANY REASON WHATSOEVER. IN NO EVENT WILL DATAKIT BE LIABLE FOR LOST PROFITS OR LOST SAVINGS.
The Licensee indemnifies and holds DATAKIT harmless from and against any and all liability, loss, damage, claims (including all defense and attorney's fees) arising out of or in connection with the use of the Product.
DATAKIT shall not be held liable in the event of force majeure, such as changes in regulations or communication difficulties.
The Licensee is solely responsible for the proper use of the Product. The Licensee expressly discharges DATAKIT from any liability for data of any kind stored or disseminated in connection with the use of the Product, in particular with regard to compliance with regulations concerning personal data.
DATAKIT DOES NOT GUARANTEE THE OPERATION OR EFFICIENCY OF THE PRODUCT WITHOUT MAINTENANCE.
8. Personal data protection
The Parties undertake to collect and process all personal data in accordance with the applicable Regulations and in particular Regulation 2016/679 of the European Parliament and of the Council of April 27, 2016 relating to the protection of individuals with regard to the processing personal data and the free movement of this data.
With regard to these regulations, the Licensee is responsible for the processing of personal data under the License and DATAKIT is a subcontractor.
Thus DATAKIT acts on behalf of the Licensee and on his sole instructions. The Licensee accepts that, to meet its maintenance needs, DATAKIT may access the information recorded in the Product and in particular personal data.
The Parties undertake to cooperate with the supervisory authority, in particular in the event of a request for information which could be addressed to them or in the event of an inspection.
9. Hosting
The Licensee is informed that DATAKIT may use the services of specialized companies to host its data. The Licensee expressly accepts that DATAKIT uses subcontractors, in particular in the context of the hosting service.
10. Confidentiality
Each Party undertakes to keep confidential the legal, financial, commercial or technical information to which it has had access within the framework of the license.
Each Party undertakes to ensure compliance with this confidentiality commitment by its employees, associated subcontractors and affiliates.
11. Termination
In the event of failure by the Licensee (or its employees, associated and affiliated subcontractors) to comply with any obligation provided for herein, which has not been remedied within 30 days following formal notice, DATAKIT may terminate this contract as of right and be compensated for their damage.
12. Miscelaneous
DATAKIT and the Licensee acknowledge that the provisions of this contract express the entirety of their agreement between them, and that they prevail over any previous proposals or agreements, oral or written, concerning the Product.
Any modification of this license must be written and signed in advance by DATAKIT to become effective.
The invalidity or unenforceability of any particular provision of this License will not affect the other provisions of this License. The license will be construed as if such invalid or unenforceable notices were omitted.
13. Jurisdiction clause
The contract is governed by French law. Disputes encountered in the execution of this contract will be brought before the Commercial Court of Lyon.
V 21082025-PBL
