(1.1) General License Terms

Our proprietary software and applications (each, a "Product") are licensed—not sold—under this EULA, any Quote, and any applicable Product-Specific Terms. Depending on the Product, you may obtain from us either a time-limited subscription license ("Subscription License") or a perpetual license ("Perpetual License"), where available for that Product. For certain Products licensed through one of our partners for use with that partner's solution, your license is limited exclusively to use with that partner's solution, notwithstanding anything to the contrary in this EULA.

The following terms have the meanings below:

• "Authorized Reseller": a third party that is not our Affiliate and is authorized by us or one of our Affiliates to resell the Product;
• "Quote": an electronic order document approved by you and us (or our Affiliate or an Authorized Reseller) for the Product. Unless otherwise stated in a Quote, each Quote is governed by this EULA and includes the Product name, any usage limits, applicable fees and other transaction details;
• "Affiliate": any legal entity that directly or indirectly controls, is controlled by, or is under common control with you or us. "Control" means direct or indirect ownership of more than fifty percent (50%) of the shares or voting rights of an entity.

(1.2) Your Cloud Environment

You may download the licensed Product(s), under this EULA, to a third-party Cloud instance provided that running the Product(s) on that instance complies with all applicable license restrictions and usage limits. You may also authorize that third party to download, install, run and/or use the Product(s) on the Cloud instance solely on your behalf, subject to this EULA. That third party will then be deemed an "Authorized Third Party," and you are responsible for its compliance under the "Use by Third Parties" section.

(1.3) Authorized Users

Any act or omission by you, your employees, or a third-party consultant or agent whom you authorize to use the Product (each an "Authorized User") is deemed your own act or omission, and you take full responsibility to the same extent as if you had performed or omitted it yourself.

(1.4) Use by Third Parties

You may permit your agents, contractors and outsourced service providers (each an "Authorized Third Party") to use the licensed Product(s) solely for your benefit and in accordance with this EULA. You are responsible for each Authorized Third Party's compliance, and any breach by an Authorized Third Party will be deemed your breach.

(1.5) Restrictions

Except as expressly allowed in this EULA, you must not, and must not permit your Affiliates or any third party to:

• copy, modify, adapt, translate or create derivative works of the Product or Documentation;
• disassemble, decompile, unlock, decode or otherwise reverse-engineer, or attempt to discover the source code or underlying structure, ideas or algorithms of the Product, except to the extent expressly permitted by applicable law;
• rent, lend, sell, distribute, pledge, assign, sublicense, transfer or encumber any rights in the Product;
• make the Product available in a time-sharing or service-bureau arrangement, or otherwise allow any third party to use or access the Product;
• remove or alter any proprietary notice or label on the Product or Documentation;
• use or access the Product in a way that:
  • violates any applicable national, federal, state or local laws, rules or regulations, including without limitation data-protection and security laws ("Applicable Law");
  • infringes any third-party rights;
  • imposes any additional obligation on us or our Affiliates;
  • may be fraudulent;
  • is not authorized by this EULA;
• use the Product to develop, test, assist or market products that compete with or provide similar functionality to the Product; or
• permit your Affiliates to access or use the Product unless expressly allowed in this EULA or the Quote.

"Documentation" means any technical instructions or documents describing Product operation that we make available electronically for Product use, expressly excluding blogs, reviews or user forums.

(1.6) Evaluation or Trial Licenses

If the Product is licensed to you for evaluation or trial, you may use it solely for that purpose until the earliest of:

• the end of any evaluation period stated in the Quote, this EULA or otherwise communicated at delivery;
• the start date of a paid license for the Product; or
• termination under this EULA.

You may not extend the evaluation period by uninstalling and reinstalling the Product or by any other means, unless we agree in writing. You must not use the Product in a production environment. You must purchase a license at our then-current rates if you continue to use the Product after the evaluation license expires or terminates. This EULA then governs your continued use. An evaluation Product may be subject to one or more usage limits described in the Product-Specific Terms, the Quote or at the download location. Support and maintenance during an evaluation are at our sole discretion and may include additional conditions. You must not circumvent technical limits in an evaluation Product.

(1.7) Delivery

Unless we state otherwise, the Product is provided electronically. Delivery is deemed complete when the Product is made available at the designated electronic download site and you receive all instructions, passwords and/or license keys needed to access, download and install it.

(1.8) Updates

Each update, upgrade, bug-fix, modification or new release of the Product that we make available (an "Update") replaces part or all of the previously licensed Product (or earlier Update) ("Replaced Product") and terminates the license to the replaced part after thirty (30) days, allowing you time to implement the Update. You must stop using the Replaced Product after those thirty days. Each Update is subject to its accompanying license terms, which you must accept before download or installation. If you do not accept those terms, do not download or install the Update.

(1.9) Hierarchy between the EULA and the Quote

If the Quote conflicts with this EULA or modifies one of its provisions, the Quote prevails. Where your order is placed with an Authorized Reseller:

• (A) any provision that imposes obligations on the Reseller beyond those we owe you is the Reseller's sole responsibility; and
• (B) any term that conflicts with or would modify the following EULA sections is void unless expressly agreed in a written instrument signed by us.

(1.10) License Compliance

You must keep records relating to this EULA and your use of the Product, Updates and/or services, including at minimum the number of licenses purchased and used. Upon reasonable written notice, we may require you to perform an internal audit of those records—and, if relevant, of the systems on which the Product or any Update is installed—solely to verify compliance. You agree to provide us copies of all such records, Product logs and other information we reasonably request, promptly and no later than five (5) business days (or such longer period as we specify) after our written request. We will treat all information obtained in an audit as confidential and use it only to verify and enforce compliance. If the audit reveals underpayment of license, maintenance, support or subscription fees ("Fees"), we will invoice the unpaid amounts at the rate effective at audit close. If the underpayment exceeds five percent (5%) of Fees previously paid, you will also pay our reasonable audit and enforcement costs.

(2.1) Pricing

Our fees for licensing the Product directly from us under this EULA are available on our website or via a Quote and may change at any time. Unless you purchased through an Authorized Reseller, we (or our payment-collection agent) will charge the license fees via your chosen payment method and email your receipt. We (or the reseller) will also provide: the license type (Subscription or OEM), license term, covered Product versions, number of devices you may deploy to (if applicable), support type and term (if applicable), charged Fees, applicable taxes, the license key and any Product-specific terms. All amounts due are non-refundable and may not be offset. We (or our agent) may send one or more reminders to renew your Subscription License before its expiry ("Expiration").

(2.2) Payment Terms

All Fees are due in the currency specified on the Order or, if none, in euros (EUR), payable within 30 days of invoice date and, except as expressly stated, are non-cancelable and non-refundable. We may charge interest at the highest rate permitted by law on late payments. If we agree on credit-card payment, you will provide valid card details and authorize us to charge all Fees on order or renewal.

(2.3) Taxes

All Fees are exclusive of taxes, duties and levies. You are solely responsible for any taxes arising from this EULA or your purchase or use of the Product. Without limiting the foregoing, we may charge VAT, GST or sales tax as required. You acknowledge that we may rely on the "Billing Name and Address" you provide as the place of supply for tax purposes. You shall reimburse us for any tax or duty we pay or incur because of our transactions with you, and we may charge such reimbursable tax to your payment method.

(2.4) Orders via an Authorized Reseller

If you bought your Product license and/or maintenance and support from an Authorized Reseller, the Fees are as set out in your order with that Reseller, who may handle billing and collection. Their billing terms may differ from this section.

(2.5) No Reliance on Future Availability

You acknowledge that you have not relied on the future availability of any Product or Update in making your purchase or entering your payment obligations.

(4.1) Intellectual Property Rights

The Product, Documentation and all software, code, tools, libraries, scripts, APIs, templates, algorithms, workflows, user interfaces, links, proprietary methods or systems, know-how, trade secrets, techniques, designs, inventions and other resources (tangible or intangible) used to provide the Product—including all associated Intellectual Property Rights, modifications, upgrades, new versions, updates, patches and derivative works—are our exclusive property or that of our Affiliates or their licensors or suppliers. Except for the rights and licenses expressly granted, all rights are reserved. Content accessed through the Product belongs to its owner and may be protected by applicable copyright or IP laws.

"Intellectual Property Rights" means all existing and future rights with respect to:

• (a) copyright-protected works, including moral rights;
• (b) trademarks and service marks;
• (c) trade secrets;
• (d) patents and industrial-property rights;
• (e) design rights; and
• (f) registrations, applications, renewals, extensions or re-issues of any of the foregoing worldwide.

(4.2) Content

You own and are responsible for the data, information, materials or other content—including contacts and files—that you create or transmit via the Software ("Content"). You are solely responsible for the accuracy, quality, integrity, legality, reliability, relevance and IP ownership of your Content. Any loss or damage arising from Content you create or provide is your responsibility, and you agree to indemnify us from third-party claims relating to that Content.

(4.3) Feedback

You are not required to provide us with ideas, comments, concepts, feedback or other material ("Feedback"). However, if you do, while retaining ownership you grant us a non-exclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license to use and otherwise exploit the Feedback for any purpose, and you waive any moral rights to the extent permitted by law. You represent and warrant that:

• Your Feedback does not contain confidential or proprietary information of third parties;
• We are not under any confidentiality obligation with respect to the Feedback;
• We may already be developing something similar;
• You are not entitled to compensation of any kind for the Feedback.

(5.1) Confidentiality Obligations

Except as otherwise provided, each party will keep confidential any information identified as confidential or that should reasonably be considered confidential and will use it only under this EULA. A party need not protect information that:

• was lawfully received from a third party without confidentiality obligation;
• was already known before disclosure;
• is or becomes public through no fault of the receiving party; or
• is independently developed without using the disclosing party's confidential information.

A party may disclose confidential information as required by law or court order, provided it gives prompt written notice (where lawful) and complies with any protective order. You must treat all Product source code as our confidential information and not disclose it without our prior written consent. These obligations last for the term of this EULA and five (5) years thereafter, except (i) source-code obligations survive indefinitely and (ii) trade secrets remain protected until they enter the public domain.

(5.2) Product Performance Test Results

You acknowledge that any Product performance test results are our confidential information and may not be disclosed or published without our prior written consent, whether the tests are performed by you or by us.

(5.3) Remedies for Breach

Each party agrees that monetary damages would be inadequate for breach of confidentiality; therefore, the non-breaching party may seek injunctive relief without proof of actual harm or posting bond, in addition to other available remedies.

(7.1) Authority

Each party represents and warrants that it has the legal capacity and authority to enter this EULA.

(7.2) Product Conformance to Documentation

We warrant that the Product will conform in all material respects to its Documentation for the longer of (i) ninety (90) days from delivery or (ii) the subscription term. Your exclusive remedy and our entire liability for breach of this warranty is for us to use commercially reasonable efforts to remedy the non-conformance (provided you notify us in writing within the warranty period and allow reasonable time). If we determine a fix is not economically or technically feasible, we may terminate your license and refund a pro-rata portion of prepaid Fees for the unused license period. Delivery of additional copies or Updates will not extend the warranty period.

(7.3) Warranty Exclusions

This warranty does not cover Products provided for evaluation or trial or defects caused by accident, misuse, unauthorized modification, incorrect installation or configuration by you, your Affiliates, staff, contractors or any third party not authorized by us.

(7.4) General Warranty Disclaimer

(8.1) Liability Cap

(8.2) Exclusion of Certain Damages

(10.1) Entire Agreement

This EULA and any documents expressly incorporated by reference constitute the entire agreement and supersede all prior or contemporaneous communications on the subject. Your purchase-order terms serve only administrative purposes and are void. No modification is valid unless in writing signed by both parties. If a French translation of this English EULA is provided, it is for convenience only and the English version governs (unless you adopt the French as the main contract with legal counsel).

(10.2) Notices

Legal notices regarding termination, material breach or insolvency ("Legal Notices") must be clearly identified and sent by express courier or registered mail with proof of delivery to:

Legal Notices take effect the second business day after dispatch. Either party may change its notice address by written notice.

(10.3) Third-Party Dependencies

The Software may include third-party components ("Third-Party Dependencies") distributed, embedded or bundled with the Software, or recommended for installation, under their own licenses ("Third-Party Licenses"), often found in a "readme" file. This EULA does not alter your rights or obligations under any Third-Party License. Third-Party Dependencies are provided "AS IS," and the Warranty Disclaimer and Liability Limitation of this EULA apply to them.

(10.4) Identification

You agree that we may identify you as a customer (current or past) of the Software and display your company name and/or logo on our website, press releases and public marketing materials, solely in connection with the Software and such identification. We will follow your reasonable brand-usage guidelines. You retain all rights in your marks and any goodwill accrues to you.

(10.5) Governing Law

This EULA is governed by French law, without regard to conflict-of-laws principles. Any dispute not resolved amicably is submitted to the exclusive jurisdiction of the courts of Lyon, France. The UN Convention on Contracts for the International Sale of Goods (CISG/UCITA) is excluded.

(10.6) Assignment

You may not assign or transfer this EULA, the rights or obligations hereunder, the Product or any confidential information, whether by law, asset sale, merger or otherwise, without our prior written consent. A "Change of Control" is deemed an assignment and includes transactions resulting in less than 50% ownership of your entity.

(10.7) U.S. Government End Users

If the Product is acquired by or on behalf of the U.S. Government, its rights are limited to those set forth herein, subject to federal law. The Product and Documentation are "commercial items," "commercial computer software" and "commercial computer software documentation" per 48 C.F.R. 2.101 and 12.212. All U.S. Government users acquire the Product and Documentation only with those rights. Any additional rights must be negotiated separately.

(10.8) Legal Compliance

Each party acknowledges its obligation to comply with all applicable laws, including anti-corruption laws, and represents that no payment under this EULA has been or will be used for illicit purposes.

(10.9) Severability

If any provision is held invalid or unenforceable, the remainder of the EULA remains in effect.

(10.10) Waiver

Failure to enforce any right or timely performance is not a waiver of that right, nor is waiver of one breach a waiver of any other.

(10.11) Force Majeure

Neither party is liable for delay or failure to perform (except payment) due to causes beyond reasonable control, including labor, material or equipment shortages, supplier delays or transport delays.

(10.12) Independent Contractor

We act as an independent contractor, and our personnel are not your employees or agents for any purpose.