END USER LICENSE AGREEMENT FOR QOSMOS SOFTWARE
BY SCROLLING THE PRESENT END USER LICENSE AGREEMENT (THE “AGREEMENT”) TO THE BOTTOM OF THE PAGE AND BY CLICKING ON THE “ACCEPT” BUTTON BELOW, YOU ACCEPT AND ACKNOWLEDGE TO BE BOUND BY THE TERMS OF THE AGREEMENT. YOU DECLARE ALSO THAT YOU HAVE MADE YOURSELF AWARE OF ALL PROVISIONS CONTAINED IN THE EULA AND THAT YOU HAVE COMPLIED WITH ALL APPLICABLE LAWS AND REGULATIONS GOVERNING THE IMPORT OF QOSMOS SOFTWARE FROM FRANCE TO YOUR COUNTRY. TO BE ABLE TO USE QOSMOS SOFTWARE YOU MUST ACCEPT THE AGREEMENT. IF YOU DISAGREE WITH THESE TERMS, NEITHER INSTALL NOR USE THE QOSMOS SOFTWARE.
When the terms below are employed in capital letters, in the singular or in the plural, in this AGREEMENT, they shall be ascribed the following meaning. When they are used in small letters, they recover their generic or commonly used meaning.
AGREEMENT: this license agreement.
LICENSE: natural or legal person having the right to use the QOSMOS SOFTWARE.
QOSMOS: QOSMOS : editor of the QOSMOS SOFTWARE: qosmos; Société Anonyme à Directoire et Conseil de Surveillance (limited liability company with a two-tier management structure) with a share capital of €254.479,92, registered at the Trade and Companies Register of Paris, under number B 432 559 086, and having its registered office at Immeuble Le Cardinet, 5 impasse Chalabre, 75017 Paris, France.
QOSMOS PRODUCTS: QOSMOS DeepFlow.
QOSMOS SOFTWARE: computer programs developed by QOSMOS, provided in binary code form, and governed by this AGREEMENT.
The AGRREMENT determines the conditions in which QOSMOS grants to LICENSEE a license of use for QOSMOS SOFTWARE.
By virtue of the AGREEMENT, QOSMOS grants to LICENSEE a non-exclusive, non‑transferable and royalty free license of use for of QOSMOS SOFTWARE, in binary code form only.
For this purpose, LICENSEE is authorized to install, execute, load, and display this QOSMOS SOFTWARE, on an unlimited number of computers, provided that LICENSEE is allowed to use QOSMOS SOFTWARE only in conjunction with QOSMOS PRODUCTS for which LICENSEE has obtained a license;
LICENSEE acknowledges and that QOSMOS and/or its licensors (as applicable) own all right, title, and interest in and to the QOSMOS SOFTWARE (including, without limitation, any all copies, extracts, and associated media thereof, all concepts, logic, protocols, and specifications related thereto, and all images, “applets,” photographs, animations, video, audio, and/or text incorporated therein), as well as all patents, trademarks, trade names, inventions, copyrights, know-how, trade secrets, and other intellectual and industrial property rights, and any related applications or extensions, relating to the design, manufacture, operation, or service of QOSMOS SOFTWARE.
The granting of the right of use of QOSMOS SOFTWARE does not imply any transfer of intellectual property rights to LICENSEE. QOSMOS SOFTWARE is only licensed to LICENSEE under the terms and conditions of this AGREEMENT, and not sold to LICENSEE.
LICENSEE shall not use, copy, merge, or transfer copies of SOFTWARE except as may be expressly and specifically authorized in this AGREEMENT. LICENSEE shall not knowingly take any action that would cause QOSMOS SOFTWARE to be placed in the public domain.
LICENSEE shall refrain from using QOSMOS SOFTWARE separately from QOSMOS PRODUCTS. Nevertheless, it is agreed and reminded that this AGREEMENT does not grant or imply any license on QOSMOS PRODUCTS.
LICENSEE may not, and agrees that it will not, transfer, assign, rent, lease, lend, resell, sublicense or in any way distribute or transfer any rights in this AGREEMENT or QOSMOS SOFTWARE to third parties, including by operation of law, without QOSMOS’ prior written approval and subject to written agreement by the recipient to the terms of this AGREEMENT.
LICENSEE undertakes to refrain from decompiling, disassembling, reverse engineering QOSMOS SOFTWARE, or from trying, in any other way, to discover or reconstitute their source code. Furthermore, LICENSEE may not, under any circumstances and except as expressly authorized by QOSMOS in writing, modify, port, translate, or create derivative works of QOSMOS SOFTWARE – even, when applicable, for those parts of QOSMOS SOFTWARE for which the source code is directly made available by QOSMOS,
LICENSEE shall take all reasonable steps necessary to ensure that QOSMOS SOFTWARE and any related QOSMOS information, or any portion thereof, is not made available or disclosed by LICENSEE (or by any of its employees, representatives, or agents) to any person other than as may be necessary to LICENSEE’s employees, representatives, and agents to use the same as expressly permitted herein. LICENSEE agrees that all of its employees, representatives, and agents having access to the QOSMOS SOFTWARE shall observe and perform the terms of this Article and more generally, the terms of this AGREEMENT.
QOSMOS shall have the right, upon reasonable notice, to conduct and/or have an independent accounting firm to conduct, during normal business hours on LICENSEE’s premises under LICENSEE’s reasonable supervision, an audit to verify LICENSEE’s compliance with the terms of this AGREEMENT.
DISCLAIMER OF WARRANTY
QOSMOS SOFTWARE IS SUPPLIED ON A STRICTLY “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND OR NATURE. QOSMOS DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES RELATIVE TO QOSMOS SOFTWARE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF QUALITY, PERFORMANCE, OF NON INFRIGMENT, AGAINST HIDDEN DEFECTS, AND ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. MOREOVER, QOSMOS DOES NOT WARRANT THAT QOSMOS SOFTWARE WILL OPERATE WITHOUT INTERRUPTIONS OR ERRORS.
IN NO EVENT, QOSMOS WILL BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, DIRECT OR INDIRECT DAMAGES INCLUDING BUT NOT LIMITED TO THE LOSS, DESTRUCTION OR ALTERATION OF FILES OR DATA, LOST OF PROFITS, OR ANY OTHER FINANCIAL LOSS ARISING FROM THE USE OF, OR INABILITY TO USE QOSMOS SOFTWARE, EVEN IF QOSMOS HAVE BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES OR IF QOSMOS SOFTWARE ARE PROVED TO BE DEFECTIVE.
COMPLIANCE WITH LAW
LICENSEE will conform to all laws and governmental orders and regulations in effect:
LICENSEE will especially comply with all applicable export and re-export control laws and regulations of the countries having jurisdiction with respect to the export or re-export of products and technology related to QOSMOS SOFTWARE. In addition, before downloading and installing QOSMOS SOFTWARE, LICENSEE is solely responsible to ensure its compliance with all applicable laws and regulations governing the import of QOSMOS SOFTWARE from France.
Moreover, LICENSEE commits not to use QOSMOS SOFTWARE for interception of electronic communications, even when such interception is permitted by applicable law.
TERM AND TERMINATION
This AGREEMENT and the license(s) granted herein will remain effective until terminated.
LICENSEE may terminate this AGREEMENT and the license(s) granted herein by ceasing all use of the SOFTWARE and returning all copies of QOSMOS SOFTWARE to QOSMOS. The license(s) granted to LICENSEE under this AGREEMENT will automatically terminate if LICENSEE fails to comply with any term or condition of this AGREEMENT.
QOSMOS may terminate this AGREEMENT at any time, upon one month prior written notice to LICENSEE.
Upon termination of the AGREEMENT for any reason, LICENSEE commits to: (i) immediately cease use of QOSMOS SOFWARE, (ii) destroy QOSMOS SOFTWARE and any copy in its possession, (iii) provide written notification to QOSMOS that the provisions of this article have been respected.
Assignment of the AGREEMENT
The rights granted to LICENSEE by the AGREEMENT may not be assigned or transferred, in whole or in part, without the prior and written consent of QOSMOS.
The AGREEMENT constitutes the entirety of the Parties’ agreement concerning the evaluation license of QOSMOS SOFTWARE. Any other previous agreement, proposal, document, whether written or verbal, referring to the same object, is void of contractual value and shall not bind the Parties.
The AGREEMENT applies to all updates, complements, complementary modules of QOSMOS SOFTWARE, provided to LICENSEE by QOSMOS after the date on which LICENSEE obtained its initial copy of QOSMOS SOFTWARE, unless other conditions are applicable to them.
Paragraph and article headings are inserted to facilitate the reading, but shall in no event be used to guide their interpretation. In the event of contradiction between any of the articles and any of the headings, the content of the article shall prevail over the heading.
Any defective exercise or delay in the full or partial exercise of a right or prerogative by a Party shall not be interpreted as a waiver to the exercise of this right or prerogative. Any renunciation shall be made in writing and executed by a representative of each Party.
If any provision of the AGREEMENT is held to be invalid, illegal or unenforceable pursuant to a legal rule in force or pursuant to the definitive decision of a competent court, this provision shall be excluded from the AGREEMENT. All the other provisions of the AGREEMENT shall remain in force and retain their scope.
However, the PARTIES can decide to replace, by mutual agreement, the invalidated provisions.
This AGREEMENT shall be governed for its formation, its performance, its termination or its interpretation, by FRENCH LAW.
THE COMMERCIAL COURT (TRIBUNAL DE COMMERCE) OF PARIS (FRANCE) SHALL BE GRANTED EXCLUSIVE JURISDICTION IN THE EVENT OF LITIGATION OF ANY NATURE OR DISPUTE RELATING TO THE FORMATION, PERFORMANCE, TERMINATION OR INTERPRETATION OF THIS AGREEMENT AND THIS, NOTWITHSTANDING PLURALITY OF DEFENDANTS OR CALL IN GUARANTEE, EVEN IN URGENT, SUMMARY OR PETITIONED PROCEEDINGS AND EVEN FOR CONSERVATORY AND INJUNCTIVE MEASURES.