The purchase of the software constitutes acceptance of the terms of the license.
LICENSE AGREEMENT, TERMS AND CONDITIONS
In the following, we shall denote by:
- <SOFTWARE>: the KM2 software, supplied by the company KM2CONSEIL
- <SUPPLIER>: the company KM2 CONSEIL
- <USER>: any natural or legal person using the SOFTWARE.
Article 1 – Object of the present general conditions ♦
The purpose of these general terms and conditions is to specify the conditions under which the SUPPLIER grants to the USER a right to use the SOFTWARE and ensures the maintenance of the SOFTWARE.
Article 2 – Use of the SOFTWARE ♦
The SOFTWARE is aimed at knowledgeable and trained users.
The USER has tested the SOFTWARE before signing the purchase order.
Article 3 – Right to use ♦
The SUPPLIER grants to the USER a personal and non-exclusive right to use the SOFTWARE for its own purposes.
For the execution of these terms and conditions, the SUPPLIER grants the USER the right to reproduce and use the SOFTWARE and its documentation within the limit of the number of workplaces (or station / workstation) provided for in the order form. One workplace corresponds to a individual computer.
The USE of the SOFTWARE is attached to a key specific to each workplace.
The USER is obliged to respect these general conditions by its personnel and subcontractors. The right of use is granted for the duration of the intellectual property rights on the SOFTWARE.
Article 4 – Prices and terms of payment ♦
In consideration of the license to use the SOFTWARE, the USER undertakes to pay the price indicated in the order form. Payment will be made by check or bank transfer upon receipt of the order. The USER has only a right to use the SOFTWARE and will not own its support until full payment of the user fee.
Article 5 – Duration and Versions ♦
The duration of the license extends for 12 months from the day of receipt, renewable by subscription.
Any new version will be available to the user during the same time frame.
Article 6 – Termination ♦
6.1 By the SUPPLIER
The SUPPLIER reserves the right to terminate unilaterally and ipso jure the license to use and the maintenance services, without prejudice to any damages in the following cases:
- termination of activity
- non-payment by the USER of the license fee for the user license or the maintenance fee at each contractual deadline, on behalf of the USER, after a formal notice sent to the USER by letter recommended with acknowledgment of receipt and without effect within 15 days,
- infringement of copyright. In the event of termination, the USER undertakes to uninstall the SOFTWARE on each station.
6.2 By the USER
The non-renewal of the annual subscription amounts to cancellation of the license to use the software (article 3). The remaining articles of the license remain valid.
Article 7 – Sublicence ♦
The USER may only use the SOFTWARE for its own purposes.
It therefore refrains from granting sub-licenses. The USER may not grant the right of use to third parties, even free of charge.
Article 8 – Property ♦
The SOFTWARE and its documentation mentioned in article 3, as well as any copy, remain the exclusive property of the SUPPLIER, who reserves the status of author in accordance with the provisions of the intellectual property code. The SOFTWARE may not be assigned, transferred or transferred without the SUPPLIER’s consent. The SUPPLIER warrants to the USER any infringement proceedings against him, provided that he is notified in writing and as soon as possible by the USER and that the SOFTWARE has not been modified by the USER, USER.
The license granted by the SUPPLIER gives the USER the right to use the SOFTWARE belonging to the SUPPLIER on the material indicated in the order form, which implies that:
- The USER agrees to use this SOFTWARE only for its own purposes. It will not provide the SOFTWARE in any form whatsoever or make it available to anyone other than its employees,
- The USER undertakes not to develop or market the SOFTWARE that is the subject of this order form or products likely to compete with it,
- The USER may not modify the SOFTWARE, nor adapt it unless expressly authorized in writing by the SUPPLIER.
- The USER prohibits any form of reverse-engineering on the software, any form of decompilation, disassembly, and more generally any form of examination of the source or executable code of the SOFTWARE.
- The USER prohibits any form of reverse-engineering on the system of protection of the software, any form of decompilation, disassembly, and more generally any form of examination of the CLES of use of the software.
- The USER will not be able to correct the errors affecting the SOFTWARE, the parties expressly agreeing to reserve this correction to the SUPPLIER.
- The USER agrees not to disclose the methods of use of the software.
- The SUPPLIER grants to the USER, in a personal, non-transferable and non-exclusive capacity, the right to use the SOFTWARE, within the limit of the number of positions indicated in the order form.
Article 9 – Non-assignment ♦
It is expressly agreed that the rights granted by the SUPPLIER may not be assigned to a third party by the USER. The rights of use are not transferable, even in case of transfer of the fund, lease-management, merger or any other operation at the end of which the rights of the USER would be transferred to a third party.
Article 10 – Equipment ♦
The right to use the SOFTWARE is granted for a single hardware type PC of the licensee referenced by its unique descriptor number (UUID).
The Licensee is responsible for the proper functioning of the equipment and the conformity of its environment with the specifications of the manufacturer.
Use of the SOFTWARE on any other material, even if operated by the licensee, is prohibited. Any modification of the designated equipment or additional installation to the designated equipment shall be the subject of an endorsement between the SUPPLIER and the USER.
Article 11 – Delivery and installation of the SOFTWARE ♦
The SUPPLIER will deliver to the USER the SOFTWARE consisting of the programs delivered in language directly assimilable by the computer provided in the configuration, and its documentation. It is the responsibility of the project manager designated by the USER to install the SOFTWARE and to ensure the correct functioning of the SOFTWARE before proceeding to its dissemination on the other equipment of the USER. The SUPPLIER shall not be liable for delays caused by the unavailability of the designated equipment or personnel to be provided by the USER.
If additional work is requested by the USER, they must be the subject of a separate agreement.
The installation will be deemed realized as soon as the key of the SOFTWARE is sent to the USER.
Article 12 – Backup copy ♦
The USER may make only the backup copies necessary for its operation, as security. These copies shall remain the property of the SUPPLIER and must be the subject of an inventory accessible to the latter.
Article 13 – Disclosure ♦
The SOFTWARE is one of the secrets of manufacture and the know-how of the SUPPLIER and must be considered by the USER as confidential information, whether or not it can be protected by an intellectual property right, patent, copyright, or otherwise.
In this respect, the USER is forbidden to communicate the SOFTWARE to others in its source or executable versions as well as the programs and other elements (documentation, etc.) constituting all or part of the SOFTWARE. The USER also undertakes to take all necessary measures to ensure that the SOFTWARE and its documentation are not made available to third parties and undertakes to ensure that its employees or staff respect these obligations and the copyright from the supplier. The USER undertakes to take all necessary precautions to avoid the disclosure or the unlawful reproduction or use by its personnel and service providers, in particular by having them sign a personal commitment of confidentiality. The USER is forbidden to use the specifications of the SOFTWARE to create or allow the creation of a program having the same destination.
By express agreement, the SUPPLIER is authorized to verify at any time the fulfillment of these obligations. In the event that the USER does not comply with the obligations mentioned in this article, the SUPPLIER reserves the right to claim from the USER an indemnity equal to twice the amount corresponding to the price of the user fee assumed by the USER on its behalf and revised according to the Syntec Index.
Article 14 – Amendments ♦
The USER undertakes not to make any modification to the elements submitted by the SUPPLIER.
Failure to comply with this clause deprives the USER of the benefit of the warranty and maintenance without the USER being entitled to any compensation whatsoever.
Article 15 – Liability♦
The SUPPLIER is subject to an obligation of means, to the exclusion of any other. It guarantees the conformity of the SOFTWARE to the specifications described in its documentation. The USER assumes all the responsibilities other than that of conformity of the SOFTWARE to the specifications and in particular those which concern:
- the suitability of the SOFTWARE for its needs,
- the operation of the SOFTWARE,
- qualification and competence of its staff.
The USER is also responsible for the protection of the recorded data and the repair of the databases, the results obtained, the conformity of the use of the SOFTWARE with the legislation and in particular the declarations with the National Commission for the ” Informatique et les Libertés (CNIL) relating to the computerized processing of personal data.
It is up to the USER to develop the operating procedures and to set up the control points and security mechanisms appropriate to the backup and the restoration of the data in case of abnormalities in the course of the programs.
The USER assumes solely the possible malfunctions and damages due to a modification of the SOFTWARE, even minimal, carried out with or without the authorization of the SUPPLIER. The USER expressly acknowledges having received from the SUPPLIER all the necessary information enabling it to assess the suitability of the SOFTWARE to its needs and to take all the necessary precautions for its implementation and operation. The SUPPLIER will under no circumstances be required to repair any direct or indirect damage, even if it has been informed of such damage. The USER will be solely responsible for the use of the SOFTWARE.
Article 16 – Disputes ♦
The order form and the present general conditions are subject to the French Law. Any dispute relating to the interpretation or execution of the order form and these general conditions will be submitted to the competent courts of Paris.
Article 17 – Wholeness – Partial non-validity ♦
The Order Form (s) and these Terms and Conditions express the full obligations of the parties. No document may create obligations under this Purchase Order if it is not the subject of an amendment signed by the parties. If one or more provisions of a purchase order or general conditions are held to be invalid by law or regulation, or declared as such by a final decision of a competent court, they shall be deemed to be unwritten, the other provisions of this order and these general terms and conditions shall retain their full force and effect.
Article 18 – Place of residence ♦
The parties shall, subject to the express derogation mutually agreed upon, elect domicile at the addresses of their respective offices.
Article 19 – Validity of the agreement ♦
The signature of the order form or the purchase of the software especially via the internet implies acceptance of these general conditions of use.