Indepth License

2 - LICENSE AND USE

2.1 - Scope

Subject to and conditioned on your and Enterprise's compliance with this "Indepth License", Company grants Licensee, during the Term, a royalty-free, non-transferable, non-sublicensable, non-assignable, worldwide, terminable, limited, and non-exclusive License for the Licensee to access and use the Software developed by Company and such Company Materials as Company may supply or make available to Licensee, exclusively for Enterprise’s internal business operations relating to the improvment of the java application quality by and through Licensee, in accordance with the conditions and limitations set forth herein (to the exclusion of any other use by Enterprise, or of any other use by an Licensee or any third party for its own business, professional or personal use, and whether or not with a view to make any form of commercial or monetary profit). For the purpose of this "Indepth License", “use” means to execute, run, display and store the Software for the duration of the licensed rights. All rights not expressly granted under this "Indepth License" are reserved by Company. All access, performance or use of the Software and Services except as expressly permitted by this "Indepth License" is strictly prohibited. Licensee agrees to use the Software only according to the provisions herein, agrees that a breach hereof will result in irreparable harm to Company and that breach of this Section 2 will constitute a material breach of this "Indepth License".

2.2 - Downtime

Company may at any time suspend, interrupt, degrade or otherwise disturb or prevent access to and/or use of the Software or the Services ("Downtime") due, in particular, to :

• maintenance, repair, or any other legitimate reason whatsoever ;
• any circumstances beyond Company's reasonable control, including a force majeure event and including Enterprise's or any Authorized User's use of Third Party Materials, misuse of the Software, or use of the Software other than in compliance with this "Indepth License" and the Specifications; and
• any suspension or termination of Licensee's or any Authorized Users' access to or use of the Software.
• You acknowledge that, during any Downtime, you may not be able to access or use some or all parts of the Software. Where possible under the circumstances, Company shall make commercially reasonable efforts to notify you in advance of such Downtime.Where relevant, Company shall make commercially reasonable efforts to keep the Downtime to a minimum, but in no event Company shall be liable for any consequences, direct or indirect, of such Downtime.

2.3 - Enterprise Control

Enterprise is solely responsible for verifying the proper functioning of its applications, or the applications for which it is responsible, before and after using our Software. Company shall ensure by all available methods that our solution has not introduced malfunctions in the applications on which Entreprise has run our Software. Enterprise is responsible for complying with all applicable third-party terms, policies and licenses governing its access and use of Enterprise’s Application and associated data (collectively, "Third-Party Terms"). Through Enterprise’s configuration and use of the Software, Enterprise has control over the scope and modifications made by our Software to the applications for which it is responsible. Entreprise is solely responsible for any financial consequences resulting from running our Software on ENTERPRISE's applications or applications for which Entreprise is responsible. Company only collects Entreprise essential data that allows it to offer its services.

2.4 - Support

Subject to the terms hereof, Company will make reasonable efforts to provide You with reasonable basic support services in accordance with Company’s standard practice as specified in Exhibit A. Company has no obligation to provide support for any out-dated versions of the Software.

Support includes the following for all Products: (a) Maintenance: meaning that Company will use such commercially reasonable efforts as it shall deem appropriate to fix any critical or blocker bugs (or faults) in any Edition reported by Client within a reasonable time frame, to be determined by Company, based on the gravity of the bug (or fault), provided that the Edition in question is either the latest version of that Edition available on the Website.
(b) All Support is provided only by e-mail.

2.5 - Refund

Any payment, once received, is non-refundable, subject to any other specific provisions in this Agreement.

2.6 - Products

(a) Company sells one (1) Product as described on its Website. Company’s Products are available through the purchase of a License in accordance with the terms of this Agreement. Each Product may include different features as described on the Website.

(b) Client shall be entitled to get all Updates free of charge once a Product has been purchased.

(c) Support generally comes as a chargeable option. However, it may be included free of charge for certain Products.

2.7 - Product evaluation

(a) Before purchasing a Product, a Client may request or download a free or Trial version of Product to make an Evaluation of that Product. The Evaluation shall be covered by this Agreement, which shall be deemed to have been automatically accepted by the prospective Client upon the downloading of said Product by Entreprise. Company, at its sole discretion, may honor Entreprise’s request for an Evaluation or refuse to do so.

(b) While Company may offer Client a free Evaluation, Company will not be responsible for any use or reliance by Entreprise on any Product during an Evaluation period, nor shall Company have any obligations, liabilities or responsibilities to Client pursuant to this Agreement or otherwise during the Evaluation period, or for anything that may occur before the commercial License has actually been purchased by Client.

(c) Entreprise shall be bound by the terms and conditions of this Agreement during the Evaluation period.

2.7 - DELIVERY AND PAYMENT

The company's pricing strategy for its products is based on the range of features included and/or the number of credits needed to apply code changes. Details of this strategy can be viewed on the website https://www.indepth.fr/pricing.html.

Company reserves the right to review its pricing strategy and the contents of its Editions as it may deem reasonable from time-to-time.

Processing of quotations: Following contact with the Client who describes in particular the company name and address of the Entreprise as well as the name and email address of the user of the Entreprise, responsible for managing the license, and the number of credits to be purchased, Company sends a quotation which must be accepted before any activation of the license. The license will only be activated after receipt of full payment of the invoice issued upon receipt of the accepted quote. When the credits are consumed, the license no longer allows access to all of the product's features as described on the website https://www.indepth.fr.

Entreprise shall pay Company the full corresponding price (plus any applicable VAT or sales tax) for the Product and/or Support purchased by wire transfer to be received in Company’s account on or before the Due Date as provided for in the corresponding invoice.
If the invoice is not fully settled by the Due Date, Company may, at its sole discretion:
(i) deactivate or disable any Activation without notice;
(ii) stop providing any Support; and
(iii) terminate this Agreement without prior notice and with immediate effect.

3 - RESTRICTIONS AND RESPONSIBILITIES – LICENSEE OBLIGATIONS

3.1 - Limitations and Restrictions

Except as otherwise indicated under this "Indepth License", Licensee does not have any right or license to, and shall not, directly or indirectly, in any manner whatsoever, access or use the Software or Company Materials except as expressly permitted by this "Indepth License" and, in the case of Third-Party Materials, the applicable third-party license agreement. Without limiting the generality of the foregoing, Licensee shall not, directly or indirectly, except as this "Indepth License" expressly permit:

• reverse engineer, decompile, disassemble or otherwise attempt to discover, create, derive or gain access to the source code, object code or underlying structure, know-how or algorithms relevant to the Software or any documentation or data related to the Software or the Company Materials except to the extent expressly permitted by applicable Law;
• copy, encumber, modify, translate, adapt or create derivative works or improvements of or based on the Software or Company Materials (except to the extent expressly permitted by Company); Indepth will be available online in case Licensee needs to download it again for backup purposes.
• bypass or breach any security device or protection used by the Services or Company Materials or access or use the Services or Company Materials other than by an Authorized User through the use of his or her own then valid Access Credentials;
• rent, lease, lend, sell, assign, distribute, publish, transfer or otherwise exploit or make any Software or Company Materials available to any Person other than an Authorized User, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service;
• use, publish or display the Software for the benefit of a third party;
• remove, delete, alter or obscure any product identification, proprietary notices or labels;
• access or use the Software or Company’s Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other Company customer);
• access or use the Software or Company Materials for purposes of competitive analysis of the Software or Company’s Materials, the development, provision or use of a competing software service or product or any other purpose that is to the Company’s detriment or commercial disadvantage;
• use or permit use of the Software, including by uploading, emailing, posting, publishing or otherwise transmitting any information or material, for any purpose that may (a) menace or harass any Person or cause damage or injury to any Person or property, (b) involve the publication of any material that is false, defamatory, injurious, harassing or obscene, (c) violate privacy rights or promote bigotry, racism, hatred or harm, (d) constitute unsolicited bulk e-mail, “junk mail”, “spam” or chain letters; (e) contain, transmit or activate any Harmful Code, or (f) is illegal or violate applicable Laws; or
• otherwise access or use the Software or Company Materials except as expressly provided herein and in particular beyond the scope of the rights granted hereunder.

3.2 - Third parties

Enterprise may, only with the prior written consent of Company, authorize a third-party service provider (a "Third-Party Service Provider", it being specified that each Third-Party Service Provider shall be deemed an Authorized User for the purposes hereof) to use the Software for the benefit of Enterprise. Third Party Service Provider's use of the Software and provision of services to Enterprise related thereto including but not limited to any terms, conditions, warranties or representations associated with such services and any exchange of data between Enterprise and such Third-Party Service Provider is solely between Enterprise and the relevant Third-Party Service Provider. Company shall have no liability or obligation for, and does not endorse or accept any responsibility for Third-Party Service Provider, the contents or use of third party web sites or any transactions completed with Third-Party Service Provider or any third parties. Enterprise is responsible for all acts and omissions of Third-Party Service Provider or any third party Authorized User. Enterprise shall make every reasonable effort to prevent unauthorized third parties from accessing the Software and notify Company promptly of any such unauthorized access or use.

3.3 - Compliance

Licensee shall comply with all applicable Laws in connection with its use of the Software.

3.4 - Corrective Action and Notice

If Licensee becomes aware of any actual or threatened activity prohibited under Section 3, Licensee shall immediately (a) take all reasonable and lawful measures within their respective control that are necessary to stop and/or mitigate the activity or threatened activity and (b) notify Company of any such actual or threatened activity.

3.5 - Cooperation

Licensee shall provide all cooperation and assistance as Company may reasonably request to enable Company to exercise its rights and perform its obligations under and in connection with this "Indepth License".

3.6 - Cessation of rights

Upon termination of this "Indepth License" and/or of a License, the License rights granted herein shall immediately cease and all copies of the Software and documentation shall be promptly returned to Company or destroyed.

4 - SERVICE AND SYSTEM CONTROL

4.1 - Control and responsibilities

Except as otherwise expressly provided in this Agreement, as between the parties:

• (a) Company has and will retain sole control over the operation, provision, maintenance and management of the Software and Company Materials, including the: (i) Company Systems; (ii) selection, deployment, modification and replacement of the Software; and (iii) performance of support services and maintenance, upgrades, corrections and repairs; and
• (b) Company has no responsibility for: (i) all Enterprise Data, including its content and use; (ii) all information, instructions or materials provided by or on behalf of Enterprise or any Authorized User in connection with the Software; (iii) operation, maintenance and management of, and all access to and use of, the Enterprise Systems and Enterprise’s Cluster; (iv) the security and use of Enterprise's and its Authorized Users' Access Credentials; and (v) all access to and use of the Software and Company Materials directly or indirectly by or through the Enterprise Systems or its or its Authorized Users' Access Credentials, with or without Enterprise’s or the relevant Authorized User’s knowledge or consent, including all results obtained from, and all conclusions, decisions and actions based on, such access or use.

4.2 - Changes

Company reserves the right, in its sole discretion, to make any changes to the Software, the Services and Company Materials that it deems necessary or useful, in particular to: (a) maintain or enhance (i) the quality or delivery of Company's services to its customers, (ii) the competitive strength of or market for Company's services or (iii) the Company’s services' cost efficiency or performance; or (b) to comply with applicable Law.

4.3 - Subcontractors

Company may from time to time in its discretion engage third parties to perform all or part of the Services.

4.4 - Suspension or Termination

Company may suspend, terminate or otherwise deny access to or use of all or any part of the Software, the Services or Company Materials, without incurring any resulting obligation or liability, if: (a) Company receives a judicial or other governmental demand or order, subpoena or law enforcement request that expressly or by reasonable implication requires Company to do so; or (b) you, Enterprise or any Authorized User have failed to comply with any material term of this "Indepth License", or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this "Indepth License" or in any manner that does not comply with any material instruction or requirement of the Company; or (c) this "Indepth License" expire or are terminated. This Section 4.4 does not limit any of Company’s other rights or remedies.

5 - CONFIDENTIALITY – PROPRIETARY RIGHTS

5.1 - Confidentiality – No rights transferred

Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). Proprietary Information of Company includes inter alia non-public information regarding features, functionality and performance of the Software or the Services. The Receiving Party agrees: (i) not to use (except as otherwise permitted herein) or divulge to any third party any such Proprietary Information and (ii) safeguard the Proprietary Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care. The foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or to any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was or is received by the Receiving Party on a non-confidential basis from a third party that, to the Receiving Party's knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality, or (d) was independently developed without reference to any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by Law (it being specified that in such a case, the parties hereto shall cooperate in order to oppose such disclosure or to seek a protective order or other remedy, to the extent permitted by Law, and that the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose).

5.2 - Company Ownership

All rights, title and interest in and to the Software, the Company Materials and Company Proprietary Information, including all improvements or modifications thereto and derivative works made therefrom, as well as all Intellectual Property Rights therein, are and will remain with Company and the respective rights holders in the Third-Party Materials. For the avoidance of doubt, Company owns and retains all right, title and interest in any trademarks, domain names, patents, software, copyrights, trade name and trade secret rights belonging to Company, and other Intellectual Property Rights, including industrial property rights, and other proprietary rights over the Software as well as in any other technology, invention, concept, system, method, process, and other element of the Software developed by Company. Licensee has no right, license or authorization with respect to any of the Software, the Services or Company Materials (including Third-Party Materials) except as expressly set forth in Section 2.1 or the applicable third-party license, in each case subject to Sections 2 and 3 hereof. Nothing in this "Indepth License" constitutes, or shall be interpreted or construed to constitute, any assignment, transfer or conveyance of any right, title or interest, or (except for the license rights expressly granted to Licensee under this "Indepth License") any license or use right, or any right to grant any license over Company’s property.

6 - SECURITY

6.1 - Access and Security

Licensee shall employ all physical, administrative and technical controls, screening and security procedures and other safeguards necessary to (a) protect all Access Credentials against any unauthorized access to or use of the Software; and (b) control the content and use of Enterprise Data.

7 - TERM AND TERMINATION

7.1 - Term

Subject to earlier termination as provided below, this "Indepth License" is entered into for one (1) year as from the Due Date.

7.2 - Early termination – Termination of Licensee’ employment with Enterprise

Termination of Licensee’ employment with Enterprise. The License is granted solely to persons who are validly employed (salariés) by Enterprise.
Accordingly, upon termination or suspension of Licensee's employment with Entreprise for any reason, Entreprise shall notify Company that Licensee shall no longer have access to the product or may cancel enrollment of the terminated employee directly into the product. In this case, the employee will no longer be able to use the Enterprise license.

7.3 - Surviving Terms

All provisions of this "Indepth License" which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers and limitations of liability.

8 - REPRESENTATIONS AND WARRANTIES

8.1 - Mutual Representations

Each party represents and warrants to the other party that:

• (i) as to parties that are legal entities, it is duly organized, validly existing and in good standing as a corporation or other entity under the Law of the jurisdiction of its incorporation or organization;
• (ii) it has the full right, power and authority to enter into and perform its obligations and grant the rights, licenses, consents and authorizations it grants or is required to grant hereunder;
• (iii) as to parties that are legal entities, the execution of this "Indepth License" has been duly authorized by all necessary corporate or organizational action of such party;
• (iv) this "Indepth License" will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.

8.2 - Additional Representations

Licensee shall use the Software only in compliance with Company’s standard published policies and specifications then in effect. Licensee represents and warrants to Company that it is an employee of Enterprise and has been validly authorized by Enterprise to access and use the Software and the Services, and that it has not given or received notice of termination or suspension of its employment with Enterprise. Licensee represents, covenants and warrants to Company that Licensee owns or otherwise has and will have the necessary rights and consents in and relating to the Enterprise Data so that it does not and will not infringe, misappropriate or otherwise violate any Intellectual Property Rights, or any other rights of any third party or violate any applicable Law.

9 - WARRANTY AND DISCLAIMER

Except as expressly provided herein, Company does not warrant quiet enjoyment of the Software or that the Software or the Services will be uninterrupted or error free or that Company will correct all Software or Services errors; nor does it make any warranty as to accuracy, reliability, interoperability with other software or applications, or as to the results that may be obtained from use of the Software or the Services.

Except as expressly provided herein, the Software and the Services are provided “as is” and “as available”. Unless expressly provided herein, Company makes no representation or warranty, and has no support obligations or liability, with respect to the Enterprise’s Systems. Company makes no warranties of any kind, express or implied, including, but not limited to, warranties of merchantability and fitness for a particular purpose or need, hidden defects, ownership, and non-infringement, to the maximum extent permitted by applicable Law. Company disclaims (i) any collateral security and (ii) any warranty arising as a result of custom, usage or trade and those implied by applicable Law, to the maximum extent permitted by Law. Any changes to Enterprise’s application(s) (including their unavailability or error) or Third-Party Terms during the Term do not affect Enterprise's obligations under this "Indepth License".

Company does not control the transfer of data over communications facilities, including the Internet, and the Software or Services may be subject to limitations, delays, and other problems inherent in the use of such communications facilities.

Company does not garantee to the availability of the data collected by Software during and after the validity of the License. In other words, it is possible that the data collected by Software may not be available and/or accessible.

10 - LIMITATION OF LIABILITY

10.1 - Exclusions

To the maximum extent permitted by Law, in no event will Company or any of its providers (including but not limited to all equipment and technology suppliers), officers, affiliates, representatives, contractors and employees be liable under or in connection with this "Indepth License" or its subject matter for: (a) any loss of production, use, business, revenue or profit; (b) any impairment, error, inability to use or loss, interruption or delay of or in connection with the Software or the Services; (c) any loss, damage, inaccuracy, corruption or recovery of data; (d) any indirect, special or consequential damage; (e) any matter beyond Company’s reasonable control including a force majeure event.

10.2 - Cap on Liability

Except as otherwise provided below, in no event shall the collective aggregate liability of Company and its providers (including but not limited to all equipment and technology suppliers), officers, affiliates, representatives, contractors and employees under or in connection with this "Indepth License" or its subject matter exceed one hundred (100) euros.

10.3 - Time limit

In no event will to the Company or any of its providers (including but not limited to all equipment and technology suppliers), officers, affiliates, representatives, contractors and employees be liable in respect of any claim made under this "Indepth License" under or in connection therewith unless such claim has been duly notified to the Company and/or, as the case may be, the relevant Company’s providers, officers, affiliates, representatives, contractors and employees within one (1) month of the occurrence of the event on which such claim is based on.

10.4 - Effect of Licensee or Enterprise Failure or Delay

Company shall not be responsible or liable for any delay or failure of performance caused in whole or in part by Licensee’s or Enterprise's delay in performing, or failure to perform, any of its obligations under this "Indepth License".

11 - DATA PRIVACY

Each party shall comply with applicable provisions relating to personal data and shall generally do what is necessary with any competent authorities and to comply with the rights of the persons whose personal data is concerned. Licensee, which shall remain responsible in selecting the Software, shall make sure that the Software comply with the required features in order to proceed with the treatment of personal data contemplated in connection with the use of the Software, in light of applicable rules.

The Company Privacy and Cookies Policies are available at https://www.indepth.fr/privacy.html

12 - MISCELLANEOUS

12.1 - Severability

To the extent permitted by Law, if any provision of this "Indepth License" is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this "Indepth License" will otherwise remain in full force and effect and enforceable.

12.2 - Assignment

Licensee shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this "Indepth License", in each case whether voluntarily, involuntarily, by operation of law or otherwise, without Company's prior written consent. For purposes of the preceding sentence, and without limiting its generality, where Licensee is a legal entity, any merger, consolidation or reorganization involving Licensee will be deemed to be a transfer of rights, obligations or performance under this "Indepth License" for which Company's prior written consent is required. No delegation or other transfer will relieve the Licensee of any of its obligations or performance under this "Indepth License". Any purported assignment, delegation or transfer in violation of this Section 12.2 is void. Company may transfer and assign any of its rights and obligations under this "Indepth License" without consent. This "Indepth License" is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

12.3 - Entire Agreement

This "Indepth License" (including the information which is incorporated herein by written reference (including reference to information contained in a URL or referenced policy) is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this "Indepth License", and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.

12.4 - Headings

The headings herein are for reference only and do not affect the interpretation of this "Indepth License".

12.5 - Relationship of the Parties

No agency, partnership, joint venture, or employment is created as a result of this "Indepth License" and Licensee does not have any authority of any kind to bind Company in any respect whatsoever.

12.6 - Notices

Unless otherwise provided herein, all notices under this "Indepth License" will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

12.7 - Governing Law, Jurisdiction

This "Indepth License" shall be governed by the laws of France without regard to its conflict of laws provisions. Any legal suit, action or proceeding arising out of or related to this "Indepth License" shall be instituted exclusively in the courts of Bordeaux, France, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

EXHIBIT A: SUPPORT TERMS

Licensee may initiate a helpdesk ticket by emailing support@indepth.fr.