OBEO S.A.S. is a French company, headquartered at 7 Boulevard Ampere, BP 20773, 44470 CARQUEFOU, FRANCE, and registered with the Business Number: 485 129 860 RCS Nantes.
THALES GLOBAL SERVICES S.A.S. is a French company, headquartered at 19-21 avenue Morane Saulnier, 78 140 Velizy Villacoublay, FRANCE, and registered with the Business Number 424 704 963 R.C.S. VERSAILLES.
The SOFTWARE is the TEAM FOR CAPELLA software.
The USER is the recipient of the SOFTWARE license (the licensee).
The company THALES GLOBAL SERVICES possess intellectual property rights over the SOFTWARE and OBEO hereby confirms that it holds a concession for distribution and technical support & maintenance rights for said SOFTWARE.
The user license for the SOFTWARE does not result in any transfer of the ownership of property rights, and entails solely the user rights stipulated herein.
The USER receives a non-exclusive and non-transferable right to use the SOFTWARE in a form that runs on one machine, provided payment of the agreed price is received in accordance with the terms of the agreement.
The USER undertakes not to directly or indirectly infringe the rights held by THALES GLOBAL SERVICES and OBEO. The USER undertakes to take all measures necessary relative to its authorised users to ensure the confidentiality and respect of property rights over said SOFTWARE. The USER undertakes in particular to ensure that its personnel do not keep any documentation or any copies or reproductions of the SOFTWARE.
The SOFTWARE will be used solely for the USER's internal requirements and the requirements of users authorised by the USER, up to the maximum number of authorised users, and for a perpetual or limited duration of use as described and approved by written consent by both parties in the Technical and Financial Proposal issued by OBEO or in the USER purchase order. Third parties outside the USER's company are excluded from the license.
The USER must ensure that only authorised users have access to the SOFTWARE. Any additional license requested by the USER will incur an additional charge based on the current schedule of charges.
The USER will refrain from assigning, leasing, supplying, distributing or lending the SOFTWARE, and from granting sub-licenses or any other rights, without prior written agreement from THALES GLOBAL SERVICES.
More generally, the USER undertakes not to disclose all or part of the SOFTWARE to any third party by electronic methods, over the internet, or by any other means.
The USER undertakes not to make any amendment, modification, correction, arrangement, adaptation, transcription, combination or translation of all or part of the SOFTWARE without express, prior, written permission from OBEO, for which OBEO itself will first obtain express permission from THALES GLOBAL SERVICES.
The USER is permitted to make and keep a single copy of the SOFTWARE for backup and archiving purposes and for use in recovery in the event of an incident.
The USER is not permitted to reverse engineer, decompile or translate the SOFTWARE.
The USER acquires no rights over the SOFTWARE source code, and OBEO alone reserves the right to make modifications, under supervision from THALES GLOBAL SERVICES, in order to correct any faults or development enhancements to the SOFTWARE.
Only the owner of the intellectual property rights is in fact permitted to modify the SOFTWARE, change versions, amend the functionality, specifications, options and all other features, without providing notice to the USER and without the USER being able to derive any advantage whatsoever therefrom.
In the event the USER wishes to obtain indispensable information for the implementation of interoperability between the SOFTWARE and some other software developed independently by the USER, for a use that is consistent with the SOFTWARE's intended purpose, the USER undertakes to consult OBEO before starting any work to this end, and OBEO can provide the USER with the information needed to provide this interoperability, which OBEO itself obtains from THALES GLOBAL SERVICES. The parties will negotiate a reasonable fee in exchange for this service.
If THALES GLOBAL SERVICES is unable to provide the information required to provide interoperability of the SOFTWARE, OBEO will be entitled to authorise the USER to decompile or reproduce the SOFTWARE, strictly within the stipulations of Article L.122-6-1 IV of the French Intellectual Property Code.
Pursuant to Article L.122-6-1 III of the French Intellectual Property Code, the USER is permitted to observe, study or test the functioning or security of the SOFTWARE, in order to determine the ideas and principles which underlie any element of the SOFTWARE if this is done while loading, displaying, running, transmitting or storing the SOFTWARE as the USER is permitted to do by virtue hereof.
THALES GLOBAL SERVICES must be informed of any activity of this kind performed pursuant hereto.
The USER will refrain from reproducing the documentation about this SOFTWARE without prior written permission from OBEO.
Any unauthorised use, or use not compliant with these conditions of use of the SOFTWARE, will result in termination of the present user license as of right one month after the sending of formal notice that is not acted upon, and without prejudice to any legal proceedings seeking remedy for any subsequent loss or harm suffered by OBEO and the holder of the intellectual property rights.
The USER acknowledges that the software may contain Open Source Software which may be subject to separate license terms. The relevant license terms are provided by OBEO to the USER either as part of the SOFTWARE or as part of the documentation.
OBEO may grant the USER an evaluation license solely for evaluation, testing and demonstration purposes, enabling the USER to evaluate, test and use the SOFTWARE for a set period with a maximum of 2 months, in order to confirm its suitability.
The USER is then allowed to download or install an evaluation version of the SOFTWARE.
The USER will consequently refrain from using the SOFTWARE for any purpose inconsistent with those for which the evaluation license is granted. For instance, the USER will not use or deploy the SOFTWARE in any production environment.
The USER in particular may not decompile, copy or reproduce in any way whatsoever the SOFTWARE made available to the USER.
At the end of the contractually-stipulated evaluation period, the USER undertakes either to acquire a full user license for the SOFTWARE from OBEO, or to destroy the SOFTWARE and stop using it.
OBEO does not provide any support or maintenance service relative to evaluation licenses.
The USER is responsible for the proper operation of the hardware used to run the SOFTWARE and for the compliance of its environment with OBEO's specifications.
In the event of a permanent or temporary change in the system designated by the USER, the USER must have ensured beforehand that the future designated system is compatible with the SOFTWARE, and notify OBEO of the change. OBEO may refuse to ratify the change of system. If the USER fails to comply with such a refusal, OBEO is entitled to terminate this agreement.
In all cases where the designated system is changed, the USER undertakes to immediately destroy all files comprising the copy of the SOFTWARE installed on the previous designated system.
It is recommended that the USER take out a one-year support & maintenance contract. This support contract is renewed automatically every year, unless either party exercises its right to terminate one month before the annual renewal date.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The USER is solely responsible for determining the appropriateness of using the SOFTWARE and assumes all risks associated with its exercise of rights under this agreement, including but not limited to the risks and costs of program errors, compliance with applicable laws, damage to or loss of data, programs or equipment, and unavailability or interruption of operations. The USER acknowledge and agree that the SOFTWARE is not guaranteed to run either error-free or without interruption and that the USER is under the exclusive control and responsible for the usage of any inputted or generated outputted data (including its accuracy and adequacy). OBEO does not guarantee against the risks inherent in using the SOFTWARE including but not limited to service interruption, loss of connection, data loss, system crashes, poor performance or deterioration in performance. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER OBEO AND/OR ITS THIRD PARTY SUPPLIERS SHALL HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE PROGRAM OR THE EXERCISE OF ANY RIGHTS GRANTED HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The USER is responsible for taking backups before any work is carried out on its hardware or software by OBEO.
OBEO will defend actions brought against the USER at its own expenses provided that it is based upon a claim that the SOFTWARE infringes a United States copyright or patent, or violates any third party proprietary right or trade secret. OBEO will pay all costs and damages finally awarded against the USER, provided that OBEO is given prompt written notice by the USER of such claim and is given all available information, reasonable assistance, and sole authority to defend and settle the claim.
OBEO will not have any obligation under the “VI Indemnity” section and will have no liability whatsoever if the claim is (1) based upon the use of the SOFTWARE in combination with other software not provided by OBEO if such claim would not exist except for such combined use, (2) based upon a version of the SOFTWARE modified by the User or any other third party if the claim relates to the modified parts, (3) based upon the use of the SOFTWARE by the USER in a manner not authorized or not set forth in this agreement.
OBEO, at its own choice and expenses, will get the right to continue using the SOFTWARE for the USER, or will modify or replace the SOFTWARE so it becomes non-infringing; or, if such remedies are not reasonably available, OBEO will accept the return of the SOFTWARE and this agreement will terminate.
OBEO will have no liability on any expense made by the USER related to any action except prior written consent from OBEO. OBEO will have no liability for infringement of the intellectual property rights of a third party except as expressly provided in this “VI Indemnity” section.
The USER agrees that national or international foreign trade law and regulations may prevent OBEO from fulfilling its obligations under this agreement, including embargoes or any other sanctions.
The USER and OBEO will strictly comply with applicable export and import laws and regulations, including those of the United States, and will reasonably cooperate with the other by providing all information to the other, as needed for compliance.
Except when otherwise required by law or regulation, the USER shall not export, re-export or transfer, whether directly or indirectly, the SOFTWARE and material delivered pursuant to this agreement without first (1) at the USER sole expense, complying with the applicable export laws and the import laws of the country in which the SOFTWARE is to be used and (2) the express written consent of OBEO and (3) a validated export license is obtained applicable authority where required.
This SOFTWARE may contain encryption software. The country in which you are currently may have restrictions on the import, possession, and use, and/or re-export to another country, of encryption software. BEFORE using any encryption software, please check the country's laws, regulations and policies concerning the import, possession, or use, and re-export of encryption software, to see if this is permitted.
The provisions of this “VII Export” section will survive the expiration or termination of this agreement for any reason.
This SOFTWARE is a commercial product that has been developed exclusively at private expense. If this SOFTWARE is acquired directly or indirectly on behalf of a unit or agency of the United States Government under the terms of (1) a United States Department of Defence contract, then pursuant to DOD FAR Supplement 227.7202-3(a), the United States Government shall only have the rights set forth in this license agreement; or (2) a civilian agency contract, then use, reproduction, or disclosure is subject to the restrictions set forth in FAR clause 27.405-3, entitled Commercial computer software, and any restrictions in the agency's FAR supplement and any successor regulations thereto, and the restrictions set forth in this license agreement.
This agreement shall come into force on the date of the order of the SOFTWARE license by the USER and will be in effect until the expiration of the license, unless terminated as set forth in this agreement. Upon termination of the agreement or expiration of the license, the USER shall immediately destroy or return all copies of the terminated or expired SOFTWARE.
During the term of this agreement and one year after its termination, the USER shall maintain accurate information on to the use of the SOFTWARE. OBEO shall have the right, once per year, at its own expense and under reasonable conditions of time and place in USER's premises, to audit and copy these records and to verify the USER compliance with the terms of this agreement.
The USER acknowledges to have read this agreement, understand it and agree to be bound by its terms and conditions. The USER further agree that this agreement are the complete and exclusive statement of the agreement between the parties regarding the SOFTWARE, which supersedes all proposals or prior agreements, oral or written, and all other communications between the parties relating to the subject matter of this agreement.
If any term or provision of this agreement is determined to be invalid or unenforceable for any reason, it shall be adjusted rather than voided, is possible, to achieve the intent of the parties to extent possible. In any event, all other terms and provisions shall be deemed valid and enforceable to the maximum extent possible.
Neither party shall be liable for any loss, damage, or penalty arising from delay due to causes beyond its reasonable control.
Notice to be given or submitted by the USER to OBEO shall be in writing and directed to OBEO headquarters.
This agreement may be modified only by a written instrument duly executed by an authorized representative of OBEO and the USER. OBEO and the USER agrees that any terms and conditions of any purchase order or other instrument issued by the USER in connection with this agreement that are in addition to or inconsistent with the terms and conditions of this agreement shall be of no force of effect.
This agreement may not be assigned or transferred by the USER, in whole or in part, either voluntarily or by operation of law, without the prior written consent of OBEO.
The failure of a party to enforce any provision of this agreement shall not constitute a waiver of such provision or the right of such party to enforce such provision or any other provision.
This agreement will be governed by and construed in accordance with the substantive laws of FRANCE, without giving effect to any choice-of-law rules that may require the application of the laws of another jurisdiction.