PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE USING THE AUTOGRAPH SOFTWARE.
BY USING THIS SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE.
IF YOU DO NOT AGREE WITH THE TERMS OF THIS LICENSE, DO NOT INSTALL AND/OR USE THE AUTOGRAPH SOFTWARE AND DO NOT CLICK ON "ACCEPT" WHEN INSTALLING THE AUTOGRAPH SOFTWARE.
A COPY OF THE LICENSE, WHICH MUST BE RETAINED, WILL BE DOWNLOADED TO YOUR WEB BROWSER UPON RECEIPT OF YOUR PAYMENT.
THE LICENSE IS ALSO AVAILABLE ON OUR WEBSITE.
This End User License Agreement hereinafter referred to as "EULA") governs any licensing of the Autograph software, a simplified joint stock company with a capital of 26,666.00 Euros, having its registered office at 32 rue de la Biscuiterie 38400 Saint Martin d'Hères, registered in the Grenoble Trade and Companies Register under number 878 675 198, represented by any person authorized for the purposes hereof (hereinafter referred to as "LEFT ANGLE"), to a customer (hereinafter referred to as "Customer").
This EULA sets forth the terms and conditions governing the license of the Autograph software and the performance of the associated services and constitutes the contract between LEFT ANGLE and the Customer.
LEFT ANGLE and the Customer are hereinafter collectively referred to as the "Parties" or individually as a "Party".
• "Agreement": Refers to the set constituted by the EULA accepted by the Customer at the time of the installation of the Software on its hardware and its annexes.
• “Distributor”: Refers to RE:Vision Effects Inc., the only legal entity authorized by LEFT ANGLE to sell the Software and Associated Services to the Customer in the Territory
• “Documentation": Refers to the functional description of the Software, instructions for installation, verification of installation and use of the Software, and any other explanatory material necessary for the user to use the Software.
• “Software": Refers to Autograph, LEFT ANGLE program, regardless of its version, in object code form. The Software includes the Documentation.
• “Third Party Software": Refers to any software product owned by a third party, whether proprietary or designated as free and open source software, for which LEFT ANGLE has obtained a license and/or right of access and use in the performance of the Agreement. Third Party Software, together with their respective licenses, are listed in appendix .
• "Update”: Refers to any update, upgrade, revision or other adaptation or modification of the Software, which may contain, among other things, patches, bug fixes, enhancements, improvements or other changes in the user interface, functionality, compatibility, capabilities, performance, efficiency or quality of the Software.
• "Licensing fees": Refers to the price paid by the Customer for the Software and Associated Services as defined in this Agreement.
• "Associated Services": Refers to all services provided by LEFT ANGLE under this Agreement, namely the Software Update, the provision of Technical Support and access to the Artisan Cloud.
• “Territory": Refers to the territory in which the license is granted, i.e. the whole world.
• "Authorized Users": Refers to any individual (employee, agent, independent contractor, etc.) authorized by the Customer to use the Software solely for the purpose of the Authorized Use.
• “Authorized Use": Refers to the use of the Services by an Authorized User for the benefit of the Customer (i) for the strict purpose of his professional activity under the "subscription" and "open-ended" licenses and (ii) for the strict purpose of his training under the "student" licenses, in accordance with the Documentation and the provisions of the Agreement.
The Agreement sets forth the conditions under which LEFT ANGLE agrees to (i) grant Customer a personal, non-exclusive, non-transferable, non-assignable license to use the Software and (ii) provide the Associated Services.
3.1 Scope of the license
Subject to the payment of Licensing fees and compliance with the provisions of the Agreement by the Customer and its Authorised Users, LEFT ANGLE grants a personal, non-exclusive, non-transferable and non-assignable right to use the Software to the Customer for the duration of the license agreement. The Software may be used by the Customer only for its internal purposes and within the Territory.
LEFT ANGLE reserves all rights in the Software not expressly granted herein. The rights granted to the Customer under the Agreement are subject to the restrictions on use described in Section 4.2.
Customer shall not permit use of the software by more users than the number of Authorized Users it has acquired.
Customer will receive
a) copy of the Software, in object code form only;
b) the license key issued for the number of Authorized Users acquired by Customer.
The Customer accepts the terms of the Agreement and formally undertakes to refrain from any type of use or exploitation of the Software that is not explicitly authorized by the Agreement.
In particular, the Customer agrees not to, directly or indirectly, and undertakes, where applicable, to prohibit any member of its staff:
• from making a copy of the Software or elements of the Software, except for reproduction required for its loading, display and execution or to make one (1) backup copy necessary to preserve the use of the Software in accordance with Article L. 122-6-1 II. of the Intellectual Property Code. The copy of the Software thus authorized must reproduce all the intellectual property notices of the original.
• decompile, disassemble the Software, practice reverse engineering or attempt to discover or reconstitute the source code, the ideas on which it is based, the algorithms, the file formats or the programming or interoperability interfaces of the Software, except within the limits of the right granted by Article L. 122-6-1 of the Intellectual Property Code. In the event that the Customer wishes to obtain the information required to implement the interoperability of the Software with other software developed or acquired independently by the Customer for use in accordance with the purpose of the Software, the Customer undertakes to consult LEFT ANGLE before calling upon a third party, who will be able to provide the Customer with the information required for the implementation of this interoperability LEFT ANGLE will provide this information on the basis of the amount of the cost incurred internally by LEFT ANGLE, which will be invoiced to the Customer on a per euro basis
• to reproduce the Documentation;
• to translate, adapt, arrange, modify the Software and the Documentation in any way, to integrate or combine it with other software or documents or to create composite or derivative works with the help of all or part of the Software or the Documentation;
• to proceed alone, or with the help of a third party service provider, to correct any errors in the Software in order to make it conform to its intended purpose, LEFT ANGLE reserving the sole right to exercise this right in accordance with Article L. 122-6-1-I of the Intellectual Property Code;.
• not to use the Software for the benefit of third parties or make it available to third parties in any way whatsoever, except with the prior written authorization of LEFT ANGLE, and in particular not to (i) grant, sell, lend or entrust the Software to anyone in any capacity whatsoever, (ii) pledge the Software, or grant any security interest of any kind whatsoever;
• alter, destroy, or remove the notices or labels attesting to the ownership of the Software and appearing on or in the Software and the Documentation;
• to transfer, send or use the Software outside the Territory;
• make any use of the Software and Documentation other than as permitted under the Agreement.
3.3 Protection of the Software
For the duration of the Agreement, the Customer will be the custodian of the Software, with all the legal consequences that this entails, including in particular the assumption of insurance costs. In the event of an attempt to seize the Software, the Customer must immediately notify LEFT ANGLE, take all necessary steps to avoid such seizure and, if necessary, obtain the release of the seizure at its own expense.
3.4 License Type and Term
• Indefinite License: Customer may subscribe to an "indefinite license" on the Software, which will be effective upon acceptance of the Agreement by Customer, and will be terminable by the Customer at any time three (3) months prior to the anniversary date of the Agreement.
• Subscription Licenses: Customer may subscribe to a "subscription license" which shall be effective upon Customer's acceptance of the Agreement and shall continue for successive one (1) month periods, unless either Party gives written notice of termination to the other Party no later than seven (7) days prior to the expiration of such one (1) month period.
• Education License: Customer may subscribe to an "Education" license if it meets the following eligibility requirements:
• Customer is a part-time student and is not using the Software for commercial, professional or for-profit purposes or full-time at the time of purchase:
• Customer is an educational institution and agrees to use the Software solely for training and instructional purposes;
• Customer is an instructor that teaches at an accredited school or training facility;
Proof of eligibility will be requested at the time of purchase of the Software. To this end, the Customer agrees to provide a current supporting document.
The "Education License" will come into effect upon Customer's acceptance of the Agreement and will continue and shall continue so long as the Customer meets the eligibility criteria.
Unless the Licenses are floating, Licensee may only use the Software on one computer at a time.
4.1. Updates. during the term of the agreement, LEFT ANGLE will provide the customer with access to the following updates:
• "Major Corrective Update" means an Update that constitutes a major evolution of the previous version of the Software, having a significant impact on its features and functionalities, including new and/or modified features, significant code rewrites, and/or substantial or complete error corrections to the previous Major Corrective Update and any subsequently installed Minor Corrective Update or Basic Corrective Update.
• "Minor Corrective Update" means an Update that has minimal impact on the features and functionalities of the Software and may include minor new features and/or bug fixes from the previous Minor Corrective Update.
• "Basic Corrective Update" means minor bug fixes and patches for known errors and does not include any new features.
Customer agrees that the completion of Updates may result in the temporary interruption of the Software and Related Services.
4.2. Technical Support Services. LEFT ANGLE will perform Technical Support Services for the Software.
4.3. Cloud Artisan Services. LEFT ANGLE shall provide the Customer with the Artisan Cloud Service in accordance with the terms and conditions set out in Appendix.
4.4. Duration of the Associated Services. All of the Associated Services described below are provided with each license, regardless of the type of subscription purchased. They will come into effect at the same time as the subscribed license and will continue:
• With respect to the "open-ended license": for successive periods of twelve (12) months unless either Party gives written notice of termination to the other Party no later than three (3) months prior to the expiration of such 12-month period;
• For the "Subscription License": for successive periods of one (1) month unless either Party gives written notice of termination to the other Party no later than seven (7) days prior to the expiration of the current month.
5.1. Price of Licenses and Associated Services. Licenses will be invoiced to the Customer according to the terms and conditions described in his shopping and reproduced in his order confirmation.
5.2. Billing Terms. Customer shall pay the Licensing fees set forth in its order confirmation in the currency specified therein.
During the term of the Agreement, LEFT ANGLE shall have the right to increase the Licensing fees either (i) by 3% or (ii) by the SYNTEC index applied in accordance with the formula set forth below:
[New price (P1)] = [Old price (P0)] X [Known reference Syntec index (S1)] / [Reference Syntec index (S0)].
During the term of the Agreement, LEFT ANGLE has the right, in case of a significant fluctuation between the Euro and the US Dollar, to increase the price of the Licensing fees accordingly.
None of the Licensing fees due under this Agreement may be waived, and amounts paid are not refundable. The Licensing fees are exclusive of any taxes, levies or duties imposed by the taxing authorities, and Customer shall be responsible for the payment of such taxes, levies or duties.
Customer must provide complete and accurate billing and contact information when ordering.
All amounts invoiced hereunder are due and payable upon validation of the order. The Software is transmitted as soon as payment is made.
Unpaid invoices not disputed in good faith in writing shall be subject to a finance charge of 1.5% per month on any unpaid balance, or the maximum rate permitted by law, whichever is lower, and all reasonable collection costs .All amounts owed by Customer under this Agreement shall be paid in full, without set-off, counterclaim, deduction or withholding for any reason whatsoever.
6.1. Account. The creation of a user account on the LEFT ANGLE website is necessary to use the Software. Upon receipt of the order confirmation email, the Customer will be asked to transfer the user account information entered for the order to the Distributor so that the Software license is automatically associated with the customer's LEFT ANGLE user account.
The Customer is responsible for any activity that occurs through its account and agrees to immediately notify LEFT ANGLE when it becomes aware of any unauthorized or fraudulent use of its account.
6.2. Equipment. The Customer agrees to provide the hardware necessary to operate the Software and provide the Associated Services, and all network access, including the acquisition, installation and maintenance of all servers, network access and hardware equipment.
The activation of the Software requires an internet connection to activate. The Customer will then be free to use the Software "offline", without an internet connection, for a period of forty-five (45). At the end of this period, the Customer will have to connect to the Internet again in order to synchronize his license.
6.3. Access. In the performance of the technical Support Services, the Customer shall provide LEFT ANGLE with such cooperation and assistance as LEFT ANGLE may reasonably request, or as may be reasonably required, to enable LEFT ANGLE to perform its obligations (including the provision of the technical support services).
6.4 Information. Customer shall provide LEFT ANGLE with all information reasonably requested by LEFT ANGLE as necessary to use the Services, including information about Customer's equipment, network and systems and any third-party equipment related thereto.
6.5. Backup. Customer agrees to regularly back up all data, files and information (and in any event prior to the performance of any Technical Support Services or installation of any Corrective Update) and hereby assumes full responsibility for any loss or modification of data, files or information.
6.6. Current version. Unless LEFT ANGLE agrees otherwise in writing, Customer shall only use the current version of the software that has been made available to customer. The Customer shall install all Updates as soon as possible, but no later than one (1) year after the date they are made available by LEFT ANGLE, except for security critical updates identified by LEFT ANGLE that will not affect the functionality of the software which must be installed within thirty (30) days. .
LEFT ANGLE declares that it is the owner of the intellectual property rights, and retains the intellectual property of the Software and the Documentation. The granting of the right to use the Software and Documentation under the Agreement does not entail the transfer of any property rights.
As such, the Customer acknowledges that LEFT ANGLE will hold all intellectual property rights existing on the elements provided for the execution of the Contract (Software, Associated Services, Documentation), including all derivative works and all improvements thereof, as well as any suggestions, requests for improvement, recommendations or other information provided by the Customer.
The Customer agrees not to directly or indirectly infringe upon the rights of LEFT ANGLE. The Customer undertakes to take all necessary measures to ensure the secrecy and respect of LEFT ANGLE's intellectual property rights in the Software with regard to its staff and any external person who has access to the Software.
The Software may include the use of Third Party Software listed in Appendix 1. The use of some of this Third Party Software may require the payment of an additional fee. The Customer agrees to comply with all terms of the license agreement applicable to each Third Party Software, if any.
In the event of any conflict with the Agreement, the additional or separately applicable license terms of the Third Party Software shall prevail, with respect to their respective subject matter, provided, however, that such additional or separate terms do not impose on LEFT ANGLE any obligations or liabilities that are more extensive than the terms of the Agreement.
The Customer shall compensate LEFT ANGLE against all costs, charges and damages which may be claimed from LEFT ANGLE if the Customer has not obtained the required licenses or has not complied with the conditions applicable to the licenses of Third Party Software.
9.1. Infringement. In the event that an action is brought against the Customer on the basis of infringement of the intellectual property rights of a third party in the Territory by the Software, to the exclusion of any Third Party Software, LEFT ANGLE will indemnify the Licensee (i) for any damages to which it has been sentenced as a result of such an action, by virtue of a court decision that has become final and conclusive, or (ii) for any transactional indemnity that may be negotiated and accepted by LEFT ANGLE.
The foregoing warranty is granted by LEFT ANGLE subject to:
• LEFT ANGLE is promptly informed of any threat, claim or action by a third party alleging infringement by the Software or Documentation of its intellectual property rights in the Territory (the "Third Party");
• that the Customer assists and gives the opportunity to LEFT ANGLE to assume sole control of any negotiation for a transaction within the meaning of Article 2044 of the Civil Code with the Third Party.
If the Software is or is likely to be the subject of such an action, LEFT ANGLE shall have the following options: (i) obtain for the Customer the right to continue to use the Software, or (ii) replace or modify the Software so that it is no longer infringing.
9.2. Exclusion of warranty. Any warranty other than those listed above is expressly excluded. No warranty is given by LEFT ANGLE on Third Party Software. Furthermore, the above-mentioned warranties are excluded (i) if the Software is used in conjunction with hardware or software other than those specified in the Documentation, (ii) if the Licensee does not use the most recent version of the Software, (iii) if the Software is used in violation of the terms of the Agreement or (iv) if the Software has been modified by the Customer.
LEFT ANGLE shall only be liable for direct and foreseeable damage caused by its fault. In any event, LEFT ANGLE's total liability for all damages shall not exceed the amount of the Software fees paid by the Customer and collected by the Distributor in the last twelve (12) months. It is the sole responsibility of the Customer to ensure that its data and hardware are adequately protected.
LEFT ANGLE excludes all liability for any economic or financial damages, whether direct or indirect, such as loss of profits, loss of contracts, loss of earnings, loss of image, loss or alteration of data or other.
Under no circumstances will LEFT ANGLE be held responsible for any damages resulting from the use of Third-Party Software.
LEFT ANGLE does not limit its liability for personal injury, death, gross negligence or fraud.
Furthermore, LEFT ANGLE cannot be held responsible for the malfunctioning of the Software f the Customer does not comply with the stipulations of the article "Current Version". LEFT ANGLE cannot be held responsible for the malfunction of older versions of the Software.
Provided at least one (1) week's notice is given, LEFT ANGLE or any third party appointed by LEFT ANGLE may audit the Customer's information systems and accounting records during business hours for the sole purpose of verifying that the Customer's use of the Software complies with the terms of the Agreement.
If the audit reveals that the Customer's use of the Software exceeds the use permitted by the Agreement, the Customer shall be liable for (i) all amounts due for such excessive use of the Software plus interest on such amounts and (ii) all costs incurred by LEFT ANGLE in performing the audit, within ten days of the date of written notification of the audit results.
The Customer acknowledges that the Software is the property of LEFT ANGLE or third party licensors. The Customer acknowledges that, in the course of using the Software and in accordance with the rights granted to the Customer under this Agreement, the Customer may obtain information relating to the Software or to LEFT ANGLE (the "Confidential Information"). Such Confidential Information shall remain the property of LEFT ANGLE, and shall include, but not be limited to, the Software, information relating to the Software, its features and operation, information relating to this Agreement, trade secrets, know-how, inventions, techniques, processes, programs, ideas, algorithms, patterns, test procedures and the results thereof, program appearance and architecture, code, internal documentation, function and appearance specifications, problem reports, analyses and information related to the performance of the Software, and any other information, data, plans or other information of a technical, professional, marketing or financial nature related to the Software or to LEFT ANGLE's business.
Customer agrees on its own behalf and on behalf of its agents, during the term of the Agreement and for a period of at least ten (10) years after its termination, not to use or disclose the Confidential Information to any other person and to take all precautions to ensure that third parties do not have access to the Confidential Information (unless expressly permitted under this Agreement) without LEFT ANGLE's prior written consent.
The Agreement may be terminated immediately and automatically by LEFT ANGLE, with or without prior notice and upon simple notification sent by registered letter with acknowledgement of receipt, depending on the seriousness of the Customer's breach of any of its obligations under the Agreement. In this case, the termination will be without prejudice to any damages that LEFT ANGLE may claim.
Upon termination or cessation of the Agreement, the Customer shall return the Software and Documentation to LEFT ANGLE at its own expense and without delay, and destroy any copies thereof. The Customer shall provide a sworn statement of such destruction.
All sections of the Agreement which by their nature are to remain in effect shall remain in effect, including, but not limited to, vested payment rights, restrictions on use and indemnification obligations, confidentiality obligations, warranty disclaimers and limitations of liability.
The personal data collected within the framework of the conclusion and the execution of the Contract are the object of a treatment under the joint responsibility of LEFT ANGLE and the Distributor.
If the Customer consents, LEFT ANGLE may track and analyze the Customer's use of the Software and Related Services in order to determine usage, for security purposes, to assist Customers and to improve the Software and Related Services and the Customer experience. LEFT ANGLE may share anonymous usage data with its service providers for the purpose of assisting in monitoring, analysis and improvements.
16.1. Transfer of Agreement. LEFT ANGLE may transfer all or part of its rights and obligations under the Agreement to any subsidiary company to be formed, and in particular as a result of a merger, demerger, partial contribution of assets or total or partial sale of its business.
The Contract may not be transferred or assigned, in whole or in part, by the Customer without the prior written consent of LEFT ANGLE.
16.2. Force majeure. Neither party shall be liable, or deemed to have failed to perform, for any failure to perform due to force majeure as defined in article 1218 of the French civil code, provided that it notifies the other party and uses its best efforts to minimize the damage and perform its obligations as soon as possible after the force majeure ceases.
If such an event prevents the parties from performing their obligations for a period exceeding thirty (30) days, the performance of the contract shall be suspended and the parties undertake to enter into discussions to find an alternative solution.
If the parties do not find an alternative solution at the end of a period of eight (8) additional calendar days, the contract will be terminated by right, as of the sending of a registered letter with acknowledgement of receipt by the most diligent party, without any compensation being due.
The parties agree that pandemics are included in the cases of force majeure.
16.3. Waiver. The failure of either party to exercise any of its rights hereunder shall not constitute a waiver of such right, and such waiver shall be effective only upon the express declaration of the party concerned.
16.4. Notification. All notices hereunder shall be given by a registered letter with acknowledgement of receipt, addressed to the address of the party to whom notice is to be given as set forth at the beginning of this agreement.
Notices shall be deemed received on the date of first presentation of the registered letter with return receipt to the addressee.
16.5. Validity. In the event that one or more provisions of the Agreement are held invalid by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.
16.6. Entire Agreement. The Parties acknowledge that the Agreement constitutes their entire agreement with respect to the subject matter of the Agreement and supersedes any prior agreement, oral or written.
16.7. Modification. LEFT ANGLE reserves the right to modify the terms of the Agreement. In case of substantial modification, the Customer will be informed by email. In case of disagreement with the modifications, the Customer will have the possibility to terminate his subscription.
16.8. Export Control. You may only use, export or re-export the Software in accordance with the laws of the jurisdiction(s) in which you acquired the Software. You agree not to use the Software for any purpose not permitted by French law.
16.9. Hierarchy. If there is any inconsistency between any of the provisions of the documents that constitute this Agreement, the following order (in descending legal order of importance) shall apply: (i) the body of the Agreement (excluding the Schedules), (ii) the "Technical Support Services" Schedule, and (iii) the Cloud Schedule.
16.10. Governing Law and Jurisdiction. This Agreement is governed by French law.
In the event of any dispute relating to the Agreement, the Parties expressly agree to submit to the exclusive jurisdiction of the Courts within the jurisdiction of the Paris Court of Appeal, notwithstanding multiple defendants or third party claims.
In the event of any discrepancy between the different language versions of the Agreement, the French version shall prevail.