Khiops Software license agreement - Terms and conditions
IMPORTANT NOTICE: Please read these following terms and conditions carefully before you start downloading and installing the Software.
- These terms and conditions constitute a legally binding Agreement between you (the Licensee) and PREDICSIS SAS, registered in France under company number RCS 794 365 098 Saint Brieuc, whose registered office is at 5 rue Louis de Broglie, 22300 LANNION (PREDICSIS or LICENSOR).
- Before continuing with the download and installation of the Software, you must carefully read the following terms and conditions of the Software License Agreement. Then you should acknowledge and accept them clicking on the "I agree" button at the bottom of the present Download Page.
- The object of this license agreement is an Evaluation License that allows you to test the software free of charge, on a limited time period, as detailed in the specific conditions.
- Downloading the Software from the web site will not allow you to use the Software as mentioned at 3 above ; such use of the Software will only be possible if you ask LICENSOR for a license key that you will have to use to operate the Software, as explained hereunder.
- The Software License Agreement is composed of : - The present terms and conditions, that you'll also receive with the receipt of the license fee payment.
- The Software License Agreement will become effective once you get the License key. You cannot download the software files unless you first click on the "I agree" button on the Download page.
- Using the License key with the Software will allow you to terminate the installation of the Software and to run the Software, according to the present terms and conditions, and to the specific conditions.
- The specific conditions of the software, that are available on the web pages concerning the Software and/or that will be sent to you separately.
ORANGE SA, registered in France under company number B 380 129 866 Paris, whose registered office is at 78 rue Olivier de Serres, 75015 Paris 15 (ORANGE), has developed certain computer programs, as a whole named KHIOPS . LICENSOR was granted by ORANGE the exclusive right to sub-license and distribute, in its own name, such KHIOPS package, in order to make it available to Licensees.
Consequently, LICENSOR operates a Website on which potential licensees can enter into a contract with LICENSOR and download the desired Software onto their computer system.
Potential licensees who appear not to be scientists who have a good knowledge in the computer engineering business will be redirected to another website.
The Licensee wishes to become a user of the Software and LICENSOR has agreed to grant the Licensee a limited non exclusive, non transferable, royalty-free license to evaluate or use such Software and the associated Documentation upon the terms and conditions contained in this software license agreement (the Agreement).
It is hereby agreed as follows
In this Agreement, unless the context otherwise requires, the following expressions shall have the following meanings:
Licensee means you, as you go through the present web page, and wish to be granted a license on the Software by LICENSOR;
License key means the electronic key, delivered by LICENSOR, that allows the Licensee to use the Software in its trial version, according to this Agreement.
Restricted Information means any information contained or embodied in the Software Materials or otherwise disclosed or made available to the Licensee by or on behalf of LICENSOR pursuant to or in connection with this Agreement (whether orally or in writing) and whether or not such information is expressly stated to be confidential or is marked as such;
Software means the computer program in object code as described on the web site;
Software Documentation means the operating manuals, user instructions, technical literature and all other related materials in eye readable form only as supplied to the Licensee by LICENSOR for aiding the use and application of the Software;
Software Materials means the Software and the Software Documentation;
Specific Conditions means the set of rights granted to the Licensee and the specific Licensor commitments on the software, as well as the financial conditions of the software license and the functional specification of the Software, including details of the environment in which the Software is designed to operate, description of the facilities and functions of the Software, as set out on the Website or separately communicated to the Licensee;
Website means the website operated by LICENSOR on which LICENSOR offers to license the Software.
Basis of this Agreement
2.1 LICENSOR hereby agrees to:
- (a) deliver the Software to the Licensee by allowing the Licensee to download it from the Website;
- (b) provide the Licensee with an electronic copy of the Software Documentation;
- (c) grant the Licensee a limited non-exclusive, non-transferable License to evaluate or use the Software Materials;
upon and subject to the terms and conditions of this Agreement.
Acceptance, Effective Date and Term of the Agreement
3.1 The terms and conditions are accepted by the Licensee clicking on the \"I agree\" button displayed on the Website.
3.2 The specific conditions of the commercial license are considered as accepted by the Licensee when he sends to LICENSOR the payment of the License fee after he gets a confirmation mail of his order.
3.3 The Agreement will become effective once the Licensee has inserted the License key, in the case of an Evaluation License.
3.4 The evaluation license remains valid according to the specific conditions that are mentioned on the web site.
Price and Payment
The evaluation License is granted by LICENSOR free of charges.
5.1 LICENSOR delivers the Software Materials in an electronic format only by allowing the Licensee to download from the Website:
- (a) a single copy of the Software in the format described in the Specific Conditions; and
- (b) a single copy of the Software Documentation.
5.2 In the case of a commercial license, LICENSOR shall email to the Licensee the license key of the Software within 5 (five) business days from the date of effective payment by the Licensee of the License Fee. The license key will allow the Licensee to start using the Software as set forth in this Agreement.
5.3 Delivery shall be effective and risk of accidental loss of or damage to the Software Materials shall pass to the Licensee once the Software has been downloaded by the Licensee.
5.4 LICENSOR shall not be liable for any problems with the delivery caused by events beyond its reasonable control, including delay in delivery due to excessive traffic on the internet.
5.5 LICENSOR shall not be responsible for complying with statutory regulations, local by-laws, or the fulfillment of any special regulations affecting the Licensee.
License to evaluate
6.1 LICENSOR hereby grants the Licensee a limited non-exclusive, non-transferable and worldwide License to:
- (a) Download the Software from the web site on a single machine, according to the conditions detailed on the corresponding web pages;
- (b) Evaluate the Software features during a limited period of time, in order to study the opportunity of ordering a commercial License of the Software;
- (c) Use the Software Documentation in support of its use of the Software pursuant to Clause 6(1)(a) above
6.2 No copies of the Software Documentation may be made without the prior written consent of LICENSOR. All such copies shall be subject to the terms and conditions of this Agreement and shall bear LICENSOR's proprietary notice.
6.3 The Licensee shall during the continuance of this Agreement:
- (a) effect and maintain adequate security measures to safeguard the Software Materials and any copies thereof from access or use by any unauthorised body or person;
- (b) retain the Software Materials and any copies thereof under its exclusive control.
Intellectual property rights
7.1 The Software Materials and all copyright, database right, patent, trade secret, trade mark and other proprietary or intellectual property rights of whatsoever, howsoever and wheresoever arising in the Software Materials, and in all other written or oral information provided by PREDICSIS for the purposes of this Agreement, are and shall remain the exclusive property of PREDICSIS and ORANGE.
7.2 LICENSOR hereby represents, in good faith, that it is entitled to license the Software Materials to the Licensee on the terms and conditions of this Agreement.
7.3 LICENSOR reserves the right to grant licenses to use or otherwise exploit the Software Materials to any other person or body.
7.4 The Licensee shall not acquire any intellectual property rights of any nature in the Software Materials.
7.5 The Licensee shall immediately notify LICENSOR of any breach of the rights of the latter in respect of the Software, and in particular, of any infringement of such rights as well as any act of unfair competition which may come to its knowledge. LICENSOR shall be solely entitled to make a decision relating to any action to be undertaken in respect of allegations of infringement or unfair competition. The Licensee shall provide all necessary assistance to LICENSOR in connection with any such legal proceedings.
7.7 In the event that such infringement proceedings are brought against the Licensee, LICENSOR may, at the sole discretion and at the own expense of LICENSOR:
- (a) seek to obtain for the Licensee the right to continue using the Software or the infringing part of the Software;
- (b) modify the Software or the infringing part of the Software or replace the Software or the infringing part of the Software by any other software having substantially the same or better capacities than those mentioned in the Specification; or if none of the solutions mentioned above is commercially feasible;
- (c) terminate this Agreement. LICENSOR and the Licensee will then be discharged from any further liability to perform under this Agreement, other than the confidentiality obligations contained in Clause 9.
7.8 Clause 7.7 above will not apply if the infringement results from any modification, arrangement or adaptation made to the Software by any person other than LICENSOR.
7.9 The obligations mentioned in this Clause 7 set the limits of LICENSOR's liability to the Licensee in connection with any infringement proceedings resulting from the use of the Software.
8.1 LICENSOR hereby represents, in good faith and for a period of three (3) months after the date of acceptance of this Agreement by the Licensee as set forth in Clause 3, that the delivered Software substantially satisfies the Specification set out on the Offer Page of the Website at the date of the confirmation of the order by the Licensee and in Schedule 1.
8.2 The warranty set out in Clause 8.1 of this Agreement is excluded where:
- the Software was not correctly installed;
- the Software has not been used in accordance with the Software Sliecific conditions and Documentation;
- the defect results from work carried out on the Software without the authorisation of LICENSOR;
- the defect results from the unauthorised modification of the Software;
- the defect results from the unauthorised use of the Software by the Licensee or failure by the latter to use the Software in accordance with the lirovisions of this Agreement;
- the defect is caused by another application not provided by LICENSOR.
8.3 The Licensee hereby acknowledges that the Software is provided as such and that, being a professional in computer engineering business, it enters into this Agreement at its own risk and responsibility. Furthermore, LICENSOR shall not provide any advice, software update or maintenance, be it upgradable, corrective or remedial.
8.4 Other than as set forth in Clauses 7 and 8.1 above, the Software Materials are provided without warranty of any kind whether express or implied.
8.5 In particular, LICENSOR does not warrant, guarantee or make any representation regarding the use, or the results to be obtained from the use, of the Software Materials, in terms of correctness, accuracy, reliability, currentness or otherwise. LICENSOR shall not be liable for any condition or warranty of fitness for purpose or merchantable quality nor for indirect or consequential damages of any kind or any loss of profits, business or information arising out of the use or integration into another computer program of the Software Materials or the inability of the Licensee to use the Software Materials.
8.6 The Licensee acknowledges that the Software Materials have not been produced to meet the individual requirements of the Licensee and cannot be tested in every possible combination. LICENSOR does not warrant that the facilities and functions comprised in the Software will meet the Licensee's requirements, or that the Software will operate in the combinations which may be selected by the Licensee, or that the operation of the Software will be uninterrupted or error free, or that all Software defects can or will be corrected.
Confidentiality of the Restricted Information
9.1 The Licensee undertakes to treat as confidential and keep secret the Restricted Information and shall not without the prior written consent of LICENSOR:
- (a) exploit the Restricted Information in whole or in part other than as is necessary to enable the Licensee to use the Software Materials on the terms and conditions of this Agreement;
- (b) disclose the Restricted Information in whole or in part or make any aspect of the Restricted Information available to any person or body, subject always to Clause 9.2 below, other than to:
- (i) such of the Licensee's own employees as need to know or use the same for the purpose of performing their duties to the Licensee for processing the Licensee's own data for its internal business purposes;
- (ii) the Licensee's auditors, tax and customs authorities or any other person or body having the right, duty or obligation to know the business of the Licensee and then only in pursuance of such right, duty or obligation;
- (iii) any person or body who is for the time being appointed by the Licensee to maintain any equipment on which the Software is for the time being used (in accordance with the terms of this License) and then only to the extent necessary to enable such person or body to properly maintain such equipment.
9.2 The Licensee undertakes to ensure that any person or body to whom any part of the Restricted Information is disclosed pursuant to Clause 9.1(b) is made aware prior to the disclosure of any part of the Restricted Information that the same is confidential and that they owe an express duty of confidence to LICENSOR. The Licensee shall indemnify and hold LICENSOR harmless against any loss or damage which LICENSOR may suffer or incur as a result of the Licensee failing to comply with such undertaking.
9.3 The Licensee shall promptly notify LICENSOR if it becomes aware of any breach of confidence by any person or body to whom the Licensee divulges all or any aspect of the Restricted Information and shall give LICENSOR all reasonable assistance in connection with any proceedings which LICENSOR may institute against such person or body in respect of such breach of confidence.
9.4 The foregoing obligations as to confidentiality shall remain in full force and effect notwithstanding any termination of the License or this Agreement.
LICENSOR's liability is limited to the commitments made under this Agreement and shall not be incurred as a result, in particular, of direct, indirect, economic or consequential loss, damage or expense of any kind arising in connection with the use, performance, possession or integration into another computer program of the Software Materials.
11.1 LICENSOR may terminate this Agreement, and the License granted hereunder, forthwith on giving notice in writing to the Licensee if the Licensee commits any material or continuing breach of any term of this Agreement.
11.2 Termination will be immediately effective if the Licensee fails to remedy the breach in accordance with Clause 11.1 above, without prejudice to LICENSOR's right to bring any legal action or proceedings against the Licensee.
11.3 Forthwith upon the termination of this Agreement for any reason:
- (a) LICENSOR shall be discharged from any further liability to perform under this Agreement;
- (b) the Licensee shall pay LICENSOR on demand for all goods and services (if any) provided to the Licensee by LICENSOR prior to such termination;
- (c) the Licensee shall destroy all Software Materials (in the case of the Software by erasing it from the magnetic media on which it is stored) and back-up copies thereof and, if requested by LICENSOR, certify in writing by statutory declaration to LICENSOR that such Software Materials and back-up copies have been so destroyed.
11.4 Any termination of the License or this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either party nor shall it affect the enforceability of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
12.1 The Licensee shall not be entitled to assign or otherwise transfer any part of this Agreement or assign, sub license or otherwise transfer, charge or encumber the Software Materials or any copies thereof without the prior written consent of LICENSOR. Such consent, if given, may be made subject to the payment of any additional fee and/or any other term or condition. Any purported assignment, license or transfer by the Licensee without such consent shall be void.
12.2 LICENSOR may assign the benefit of this Agreement (including the right to receive monies) or sub contract the performance of any of its obligations to any third party without the consent of the Licensee.
Should any provision of this Agreement be void or illegal for any reason, the validity of the remainder of the Agreement shall not be affected and the parties shall promptly enter into negotiations in good faith to find a replacement for the provision which is of similar economic effect to both parties.
LICENSOR shall not be liable in any way for any failure to perform its obligations or for loss, damage or delay incurred by the Licensee resulting from circumstances beyond LICENSOR's reasonable control.
15.1 This Agreement supersedes all prior agreements, arrangements, proposals and undertakings between the parties in relation to the subject matter hereof (whether written or oral) and constitutes the entire Agreement between the parties relating to the subject matter hereof.
15.2 No addition to or modification of any provision of this Agreement shall be binding upon the parties unless made by a written instrument signed by a duly authorised signatory of each of the parties. Any other terms, conditions or provisions whether proposed by the Licensee orally or in writing shall be of no effect and the supply of the Software Materials or any other goods or services, if any, by LICENSOR to the Licensee shall not constitute acceptance by LICENSOR of such other terms, conditions or provisions.
Law and Disputes
16.1 This Agreement shall in all respects be governed by and construed in accordance with French law.
16.2 Any dispute which may arise between the parties concerning this Agreement shall be determined by the Courts of Paris and the parties hereby irrevocably submit to the exclusive jurisdiction of these Courts for such purpose.
I have read and I acknowledge the terms and conditions of this License Agreement; I fully understand and accept them.