END USER LICENSE AGREEMENT (EULA)
Version: July 11th 2017
CAREFULLY READ THIS AGREEMENT BEFORE CONTINUING WITH THIS PROGRAM INSTALL AND USE:
This End User License Agreement ("Agreement") is a legal agreement between You (either an individual or an entity) and TAHITI ROBOTICS SARL ("Licensor"), a company registered in French Polynesia with its seat located at PK14.5 côté mer, servitude Goussaud, Pointe des pêcheurs, Punaauia, Tahiti, French Polynesia, in relation to your access to and use of the Software, object of this agreement.
By clicking to agree, or installing or using all or any portion of the Software, You are accepting all of the terms and conditions of this Agreement. You agree that this Agreement is enforceable like any written agreement signed by You.
If You do not agree to all of these terms and conditions of this Agreement, do not install or use the Software. You will not be given access to the Software unless You accept the terms of this Agreement.
If You are accepting this Agreement on behalf of an entity, You represent and warrant that You have full legal authority to bind this entity to this Agreement.
The Software is owned by the Licensor and is protected by intellectual property laws and treaties.
Capitalized terms not defined in context shall have the meanings assigned to them below:
a) "Documentation": All printed, online or electronic documentation accompanying the Software, including but not limited to the User's Manual, any media and any video relative to the Software and provided by Licensor.
b) "License": rights granted to Licensee by Licensor under the terms and conditions of this Agreement
c) "License Fee": fee to be paid by Licensee to Licensor as consideration for the license granted under this Agreement and the right to use the Software. The amount of the Licensee Fee will depend on the license option that Licensee select and will be described on the Website.
d) "Licensee" or "You": individual accepting this Agreement or the company or other legal entity for which such individual is accepting this Agreement.
e) "Website": Licensor or third-party online website where the Software is made available
f) "Software": any software that is licensed to Licensee under this Agreement, which includes any other associated Software components, any data (e.g. files, data base materials), the Documentation, and all updates to the Software.
g) "Taxes": any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever, but excluding taxes assessable against Licensor based on its income, property and employees.
2) LICENSE OPTIONS
a) Licensor offers multiple License options. Please refer to the Website for information concerning the features, License Fee, and other terms and conditions applicable to each License option.
b) In the event of a conflict between the terms of this Agreement and the other terms and conditions appearing on the Website applicable to the specific Software licensed to Licensee, the other terms and conditions will control over the conflicting terms of this Agreement.
3) GRANT OF RIGHTS AND RESTRICTIONS
a) Grant of rights: The Software is licensed, not sold, to Licensee, which means rights to the Software are granted to Licensee by Licensor against payment of a License Fee and acceptance of this Agreement.
b) Use and exploit: Licensor hereby grants to Licensee a non-exclusive, worldwide, non-transferable right to install, use and exploit the Software on a maximum of two single computers in its possession.
c) Single product: The Software is licensed as a single product. Its component parts may not be separated for use on more than one computer.
d) Backup copy: Licensee may copy the software for archival purposes on any Media suitable for such purpose.
e) Storage: Licensee shall completely delete the Software stored in data storage media, or memory devices, or data processing devices before such media or devices are destroyed, sold, or otherwise passed on elsewhere.
f) Rights assignment: The rights conferred by this License shall not be assignable by Licensee without Licensor's prior written consent. Licensee may not sell, resell, license, sublicense, transfer, distribute, rent or lease the Software without Licensor's prior written consent.
g) Reverse engineering, modification and enhancement: Except to the extent such a restriction is unenforceable under local law, Licensee may not reverse engineer, disassemble, decompile, or convert to another programming language the Software, nor permit the same to any third-party. Licensee may not modify, amend, improve or create a derivative work of the Software, nor permit the same to any third-party.
h) All rights not expressly granted by Licensor in this Agreement are reserved.
4) INTELLECTUAL PROPERTY
a) Licensor retains all ownership, right, title, interest, know-how, including but not limited to all copyright, trade secret, and all other intellectual property rights in and to the Software and all its enhancements and modifications. No license is given to Licensee under any patent or patent application of Licensor.
b) Licensee shall leave unchanged and shall not remove any product identification and any notices of intellectual property rights, such as copyright, patent, trademark, attribution notices and other reservations of right in the Software, and Licensee shall adopt such notices without change into any copies made by Licensee of the Software in whole or in part.
c) Nothing in this Agreement gives Licensee the right to use any of Licensor's trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.
d) The use, reproduction, and distribution of any components of the Software which are under an open source software license are governed solely by the terms of that open source software license and not this Agreement.
e) The Software may contain code provided by third parties including but not limited to dynamic program libraries. Such code is protected by third parties intellectual property rights and license conditions.
5) SOFTWARE PROTECTION
a) The Software is subject to a product activation process which is a "Protection" to prevent unauthorized use of the Software and to permit the licensed usage of the Software. The Software can only be used continuously after the product activation process has been successfully completed.
b) In order to create license keys or other enabling mechanisms necessary for the completion of the product activation process, Licensor may request certain data from Licensee. Licensee is obliged to answer Licensor's requests in due course. Licensor may also establish a direct connection between the computer system on which the Software is installed and a system operated by or on behalf of Licensor in order to exchange the necessary data for the product activation process.
c) Licensee may not circumvent or attempt to circumvent Protection established by Licensor unless explicitly permitted by mandatory legal provisions.
Licensee may provide the Software with Licensee's account information (login and password) related to third-parties products used with the Software. The Software may only use that information to access Licensee data required for the use of the Software when, and for the limited purposes for which, Licensee has given permission to do so. Licensee may give permission to the Software to store that information securely on Licensee's computer and has the possibility to delete that information from this computer.
7) SOFTWARE SUPPORT AND MODIFICATIONS
a) Licensor may at its sole option provide error correction, modifications or support for the Software, and may terminate support at any time without notice or liability to Licensee.
b) Licensor may change, suspend, or discontinue the Software or any aspect of the Software at any time and at its sole discretion.
c) Licensee grants Licensor a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Software any suggestion, enhancement request, recommendation, correction or other feedback provided by Licensee to the Software.
8) LICENSE TERM AND TERMINATION
a) Term: This Agreement will commence on the date Licensee accepts all its terms and conditions by clicking to agree or installing or using all or any portion of the Software, and will continue until it is terminated in accordance with its terms.
b) Termination: This License is effective when executed by both parties. Either party may terminate this Agreement if the other party fails to cure any breach of this Agreement. Licensee may terminate this Agreement at any time without cause. Licensor may immediately terminate the Agreement without notice if Licensee fails to comply with any of the terms set forth in this Agreement.
c) Effect of Termination: Upon termination of this License, regardless of the reason, the license grants contained herein will terminate and Licensee shall immediately cease all use of the Software, return to Licensor or destroy the original and all copies of the Software including partial copies, and certify it to Licensor in writing.
d) Survival: Any terms or conditions of the Agreement which by their express terms extend beyond the termination or expiration of the Agreement or which by their nature should so extend shall survive and continue in full force and effect after any termination or expiration of this Agreement.
9) LICENSE FEE
a) Licensee shall pay to Licensor the applicable License Fee for the grant of rights described under this Agreement.
b) License Fee does not include any Taxes and any additional cost arising from the order (e.g. bank transfer fees). Licensee shall be responsible for paying these Taxes and these additional cost arising from the order. If Licensor has the legal obligation to pay or collect Taxes for which Licensee is responsible under this section 9.b, Licensee authorize Licensor to charge Licensee for that amount.
c) Except as expressly set forth herein, all fees are non-refundable once paid.
d) Upgrade to a new version of the Software requires payment of a new License Fee.
10) LICENSEE OBLIGATION
a) Licensee agrees not to engage in any deceptive, misleading, illegal or unethical practices that may be detrimental to Licensor or the Software, and agrees to comply with all applicable federal, state and local laws and regulation while exercising its rights under this Agreement.
b) Licensee assumes all risk of property damage, bodily injury, bodily harm or death arising from or related to Licensee's use of the Software.
c) This Software may allow Licensee to use materials that may be protected by copyright or that is the intellectual property of content owners or Licensees. This Agreement grants Licensee no rights to use such content. Licensee agree to take full responsibility for obtaining the right to use the Intellectual property of content owners and indemnify Licensor against Licensee's misuse of Intellectual property that is not owned by Licensee.
d) Licensee shall indemnify, defend and hold harmless Licensor, its directors, officers, employees and affiliates, from and against any claim, demand, cause of action, judgment, proceeding, debt, liability, cost or expense, including attorneys' fees, arising from or related to Licensee's use of the Software, whether direct or indirect, including but not limited to loss of data, loss of profit or business interruption, and Licensee's failure to comply with this Agreement. Licensee shall promptly notify Licensor of any such claim.
11) NO WARRANTY
a) The parties agree that it is not possible to develop software such that it meets all the requirements of your application without error. LICENSOR DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.
b) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR EXPRESSELY DISCLAIMS ANY WARRANTY FOR THE SOFTWARE. THE SOFTWARE IS PROVIDED "AS IS". LICENSOR DISCLAIMS ALL WARRANTIES RELATING TO THIS SOFTWARE, WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRIGEMENT, RELIABILITY, ACCURACY, RESULTS, LACK OF VIRUSES, LACK OF NEGLIGENCE, LACK OF WORKMANLIKE EFFORT, LACK OF PROVISION OR FAILURE TO PROVIDE SUPPORT SERVICES.
c) THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH THE LICENSEE.
12) REMEDY LIMITATIONS
Licensee exclusive remedy shall be, at Licensor option, repair of defects or replacement of the software or refund of part or all of the License fee, if any, paid by Licensee for the Software.
13) LIMITATION OF LIABILITY
a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR (INCLUDING ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS) OR ANYONE INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THIS SOFTWARE, INCLUDING DISTRIBUTORS AND SUPPLIERS, BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY KIND, INCLUDING DAMAGES ARISING FROM LOSS OF PROFITS, LOSS OF SAVINGS, LOSS OF BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, OR LOST OR CORRUPTED DATA OR SOFTWARE, ARISING OUT OF THE USE OR INABILITY TO USE THIS SOFTWARE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF THE LICENSOR, ITS DISTRIBUTORS, OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIMS AND REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE NEGLIGENCE OF LICENSOR OR OTHERS.
b) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR'S LIABILITY TO LICENSEE UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE LICENSE FEE, IF ANY, PAID BY LICENSEE FOR THE SOFTWARE. ONCE LICENSOR BECOMES LIABLE FOR THAT AMOUNT, LICENSOR SHALL HAVE NO FURTHER LIABILITY TO LICENSEE FOR ANY ADDITIONAL CLAIMS.
14) HIGH-RISK USES AND LICENSEE RESPONSABILITIES
LICENSOR SOFTWARE IS NOT DESIGNED OR TESTED FOR USE IN APPLICATIONS REQUIRING A HIGH DEGREE OF FAULT TOLERANCE AND RELIABILITY, FOR SAFETY-CRITICAL OPERATION, FOR USE IN HAZARDOUS ENVIRONMENTS OR ANY OTHER ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, INCLUDING IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION, AIR TRAFFIC CONTROL SYSTEMS, LIFE SAVING OR LIFE SUSTAINING SYSTEMS OR SUCH OTHER MEDICAL DEVICES, OR ANY OTHER APPLICATION IN WHICH THE FAILURE OF THE SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, SEVERE PROPERTY DAMAGE, OR ENVIRONMENTAL HARM. LICENSEE WILL DEFEND, INDEMNIFY, AND HOLD HARMLESS LICENSOR AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY AND ALL CLAIMS, LOSSES, DAMAGES, ACTIONS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING OUT OF LICENSEE USE OF THE SOFTWARE FOR HIGH-RISK USES, INCLUDING CLAIMS FOR PRODUCT LIABILITY, PERSONAL INJURY OR DEATH, OR DAMAGE TO PROPERTY, AND REGARDLESS OF WHETHER SUCH CLAIMS ARE FOUNDED IN WHOLE OR IN PART ON THE ALLEGED OR ACTUAL NEGLIGENCE OF LICENSOR. SHOULD LICENSEE USE THE SOFTWARE IN AN APPLICATION, IT IS LICENSEE RESPONSABILITY TO INSURE THAT THE SOFTWARE MEETS LICENSEE PERFORMANCE AND RELIABILITY REQUIREMENTS.
15) GENERAL PROVISIONS
a) Complete Agreement: This License Agreement, along with the other terms and conditions appearing on the Website applicable to the specific Software that is licensed to Licensee, constitutes the sole and entire Agreement between the parties. This Agreement supersedes all prior understandings, agreements, representations and documentation relating to the subject matter of this Agreement.
b) Amendment: Licensor may amend this Agreement from time to time on a prospective basis, and Licensee use of the Software after an amendment constitutes Licensee consent to be bound by the amendment going forward.
c) Applicable law and forum: This License will be governed by the laws of French Polynesia. For all disputes or any legal matter that arise in the course of this Agreement, the parties agree that the Court of Papeete, French Polynesia, is the exclusive court of jurisdiction.
d) No waiver of rights by Licensor: Licensor's failure to exercise or enforce a legal right or remedy contained in this Agreement or available at law or in equity will not constitute a waiver of that right or remedy.
e) Effect of invalidity of specific terms: In the event that one or more of the provisions is found to be illegal or unenforceable, this Agreement shall not be rendered inoperative but the remaining provisions shall continue in full force and effect.
f) Independent contractors: Nothing contained herein will be construed as creating any agency, partnership, joint venture or other form of joint enterprise between the parties. Licensee have no authority to assume or create any obligation for or on behalf of Licensor, express or implied, and Licensee will not attempt to bind Licensor to any contract or other obligation.
g) Interpretation: Titles or headings to the sections of this Agreement are not part of the terms of this Agreement, but are inserted solely for convenience. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party because of the authorship of any provision of this Agreement.
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