User License Agreement

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING SOFTWARE OR SUPPORT FROM ARONDOR. BY USING ARONDOR SOFTWARE OR SUPPORT, USER ACCEPTS THIS AGREEMENT AND ACKNOWLEDGES IT HAS READ AND UNDERSTANDS THIS AGREEMENT. AN INDIVIDUAL ACTING ON BEHALF OF AN ENTITY REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ENTITY. IF USER DOES NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN IT MUST NOT USE ARONDOR SOFTWARE OR SUPPORT

This Arondor End User License Agreement (the "Agreement") is between Arondor, a simplified stock company (“Arondor”), and the individual or entity that accepts the terms of this Agreement ("User"). The effective date of this Agreement (“Effective Date”) is the earlier of the date that User formally accepts this Agreement or first uses Arondor’s Software or Support.

1. SCOPE OF AGREEMENT

This Agreement governs User’s use of Arondor Software and, if applicable, Support. “Support” means Arondor support for software installation. "Software" means the software accompanying this Agreement and branded by Arondor; “Order Form” means the ordering documents placed by User. "Subscription" means access to the Software for 30 days and, where applicable, to Support for software installation.

2. LICENSE AND OWNERSHIP

2.1. Grant to User

Subject to User's compliance with this Agreement, Arondor grants to User, during the Subscription Period:

  • (a) a non-exclusive, nontransferable, non-sublicensable license to use and test the Software solely for User's own internal use.
  • (b) the right to receive Support for Software installation.

"Named User" means an individual who has been given a unique user name or identifier to access the Software, and who has accessed the Software at least one time.

2.2. Restrictions

User will not, directly or indirectly: (a) sublicense, resell, rent, lease, distribute, market, commercialize or otherwise transfer rights or usage to: (i) the Software, (ii) any modified version or derivative work of the Software created by the User or for the User, or (iii) Community Versions; (b) remove or alter any copyright, trademark or proprietary notice in the Software; (c) transfer, use or export the Software in violation of any laws or regulations of any government; (d) combine, call, link to, or otherwise use the Software in conjunction with any Community Version, or use any Support for Community Versions or for unlicensed Cores or Named Users; or (e) reverse engineer, decompile or modify any encrypted or encoded portion of the Software.

2.3. Proprietary Rights

Arondor will own all right, title, and interest to the Software, Support, technology, information, code or software provided to User by Arondor, including all copies or modifications made by Arondor.

3. CONFIDENTIALITY

3.1 Confidential Information.

(a) Definition. In connection with this Agreement, either party (the “Recipient”) may obtain confidential and proprietary information (“Confidential Information”) from the other (the “Discloser”). Confidential Information may include, without limitation, information about systems designs, pricing, cost data, financial information, business, sales, and marketing plans, products, product roadmaps, service programs, trade secrets, know-how, inventions, techniques, processes, programs, schematics, software, and data. Confidential Information includes information designated in writing as confidential, and any information a reasonable person would understand to be confidential or proprietary under the circumstances of its disclosure.

(b) Duties With Respect To Confidential Information. At all times during and after the term of this Agreement, Recipient shall keep Discloser’s Confidential Information confidential using the same degree of care that it uses to protect its own Confidential Information, but not less than a reasonable degree of care, and shall not disclose Discloser’s Confidential Information to a third party without the Discloser’s written consent, or use the Confidential Information for purposes other than the performance of this Agreement. Where disclosure is required by law, such disclosure shall not constitute a breach of this Agreement provided Recipient gives Discloser reasonable advance notice to enable Discloser to seek appropriate protection of the Confidential Information.

4. REPRESENTATIONS AND WARRANTIES

4.1 General Representations and Warranties

Arondor represents and warrants that: (a) it will use reasonable skill and care in providing contracted Support; (b) the Support will be performed in a professional and workmanlike manner by qualified personnel; (c) it has the authority to enter into this Agreement with User; and (d) Arondor has taken commercially reasonable measures to ensure the Software does not, at the time of delivery to User, include malicious mechanisms or code designed to damage or corrupt the Software.

4.2 Disclaimer of Warranty

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 6.1, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND SUPPORT PROVIDED BY ARONDOR ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. ARONDOR DOES NOT GUARANTEE THAT THE USE OF THE SOFTWARE OR SUPPORT WILL BE UNINTERRUPTED, ERROR FREE, OR THAT ARONDOR WILL CORRECT ALL SOFTWARE ERRORS. FOR THE BREACH OF THE WARRANTIES SET FORTH IN SECTION 4.1, USER’S EXCLUSIVE REMEDY AND ARONDOR’S ENTIRE LIABILITY WILL BE TO UNDERTAKE COMMERCIALLY REASONABLE EFFORTS TO REMEDY THE SUPPORT DEFICIENCY, SUPPLY A TEMPORARY FIX, OR MAKE AN EMERGENCY BYPASS. IF ARONDOR CANNOT SUBSTANTIALLY CORRECT A BREACH IN A COMMERCIALLY REASONABLE MANNER, USER MAY TERMINATE THE RELEVANT SOFTWARE SUBSCRIPTION AND RECEIVE A PRO RATA REFUND OF FEES PAID FOR THE REMAINING SUBSCRIPTION PERIOD AS OF THE EFFECTIVE DATE OF THE TERMINATION.

5. LIMITATION OF LIABILITY AND DISCLAIMER OF DAMAGES

5.1 Disclaimer of Damages

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR AN ORDER FORM, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR DAMAGES OTHER THAN DIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION: ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER IN TORT, (INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE; OR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY MALFUNCTIONS, REGULATORY NON-COMPLIANCE, DELAYS, LOSS OF DATA, LOST PROFITS, LOST SAVINGS, INTERRUPTION OF SERVICE, LOSS OF BUSINESS OR ANTICIPATORY PROFITS, EVEN A PARTY OR ITS AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LIABILITY FOR THESE DAMAGES WILL BE LIMITED AND EXCLUDED EVEN IF ANY EXCLUSIVE REMEDY PROVIDED FOR IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.

5.2 Limitation of Liability

NEITHER PARTY’S (OR ITS AFFILIATES’) AGGREGATE AND CUMULATIVE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, STATUTE OR OTHERWISE WILL EXCEED THE AMOUNTS PAID OR OWED TO ARONDOR BY USER, EITHER DIRECTLY OR THROUGH A BUSINESS PARTNER, DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH, PERSONAL INJURY, OR PROPERTY DAMAGE CAUSED BY NEGLIGENCE, OR FOR FRAUD. NOTHING IN THIS SECTION WILL LIMIT THE FEES OWED BY USER UNDER THIS AGREEMENT FOR SOFTWARE OR SUPPORT, OR FOR EXCEEDING THE SCOPE OF THE LICENSES GRANTED OR VIOLATING THE RESTRICTIONS IN SECTION 2.

6. INDEMNIFICATION

6.1 Defense

If a third party initiates or threatens a legal action alleging that User’s use of the Software directly infringes the third party’s patent, copyright, trademark or misappropriates the third party’s trade secret rights (“Third Party Rights”) (such action, a “Claim”), then Arondor will (a) promptly assume the defense of the Claim and (b) pay costs, damages and/or reasonable attorneys’ fees that are included in a final judgment against User (without right of appeal) or in a settlement approved by Arondor that are attributable to User’s use of the Software; provided that User (i) is current in the payment of all applicable fees, or becomes current, prior to requesting indemnification, (ii) notifies Arondor in writing of the Claim promptly after receipt of the Claim, (iii) provides Arondor the right to control the defense of the Claim with counsel of its choice, and to settle such Claim at Arondor's sole discretion (unless the settlement requires payment by User or requires User to admit liability), and (iv) reasonably cooperates with Arondor in the defense of the Claim.

6.2 Injunctive Relief

If the Software becomes the subject of any actual or anticipated third party infringement claim, Arondor may, at its sole option and expense, (i) procure for User the right to continue using the affected Software consistent with this Agreement, (ii) replace or modify the affected Software with functionally equivalent software that does not infringe, or, if either (i) or (ii) is not available on a basis that Arondor finds commercially feasible, (iii) terminate the Agreement or applicable Order Form and refund any prepaid fees for all unused portions of the Subscription Period.

6.3 Exclusions

Arondor will have no liability for any Claim based upon (a) use of non-current versions of the Software when Arondor has made newer, non-infringing versions available to the User; (b) altered versions of the Software (unless the specific alteration was made by or for Arondor); (c) use, operation or combination of the applicable Software with non-Arondor programs, data, equipment or documentation if such infringement would have been avoided but for such use, operation or combination; (d) Arondor's compliance with designs, specifications or instructions provided by User where those designs, specifications or instructions cause the infringement; (e) use by User after notice by Arondor to discontinue use of all or a portion of the Software; or (f) third- party open-source software. This section constitutes the entire liability of Arondor, and User’s sole and exclusive remedy, with respect to any third party claims of infringement or misappropriation of intellectual property rights.

7. GENERAL

7.1 Notices

Notices under this Agreement must be in writing and delivered: (a) if to Arondor, to its Chief Financial Officer, with a copy to its General Counsel; (b) if to User, to its Chief Financial Officer or any individual identified in the Order Form. Notices will be deemed received when (1) delivered personally; or (2) delivred by an electronical mailing serivce.

7.2 Compliance with Applicable Laws

Each party will comply with all applicable laws, including applicable export control restrictions. In order for Arondor to provide Support to User, it may be necessary for Arondor to share information with its Affiliates, Business Partners, and/or subcontractors, which may be located worldwide. In such event, Arondor will comply with Section 3 of this Agreement and with applicable data privacy laws governing the transfer of that information.

7.3 Entire Agreement

Except as otherwise provided in a signed agreement between the parties, this Agreement constitutes the exclusive and complete agreement between Arondor and User with respect to User’s use of Arondor Software and/or Support, and supersedes all prior oral or written discussions, agreements or understandings. The original and binding text of this Agreement is in English and the translation is for reference purposes only. In the event of any conflict between the English original and the translation, the English version shall prevail.

7.4 Force Majeure

Force majeure events shall excuse the affected party (the "Non-Performing Party") from its obligations under this Agreement so long as the event and its effects continue. Force majeure events include, without limitation, Acts of God, natural disasters, war, riot, network attacks, acts of terrorism, fire, explosion, accident, sabotage, strikes, inability to obtain power, fuel, material or labor, or acts of any government. As soon as feasible, the Non-Performing Party shall notify the other party of (a) its best reasonable assessment of the nature and duration of the force majeure event, and (b) the steps it is taking to mitigate its effects. If the force majeure event prevents performance for more than sixty (60) consecutive days, and the parties have not agreed upon a revised basis for performance, then either party may immediately terminate the Agreement upon written notice.

7.5 Severability/Waiver

If any provision of this Agreement is ruled invalid or unenforceable, the provision shall be severable from this Agreement so that the remaining provisions are unaffected. No waiver of any rights under this Agreement will constitute a subsequent waiver unless otherwise stated in writing.

7.6 Dispute Resolution

French law shall govern all aspects of this Agreement. Any dispute arising from this Agreement shall be subject to the exclusive jurisdiction of courts located in France, without regard to their conflict-of-law principles or the United Nations Convention on Contracts for the International Sale of Goods.

7.7 Headings

All headings contained in this Agreement are inserted for identification and convenience and will not be deemed part of this Agreement for purposes of interpretation.

7.8 Amendment

This Agreement may not be amended or modified except in a writing signed by the parties, with specific reference to this Agreement.