CrossManager  V2024.3
End User licence agrement
SOFTWARE LICENCE AGREEMENT
 
PLEASE READ THIS SOFTWARE LICENCE AGREEMENT CAREFULLY. THE TERMS AND CONDITIONS OF THIS LICENCE CREATE A BINDING CONTRACTUAL RELATIONSHIP BETWEEN DATAKIT AND YOU SHOULD YOU DECIDE TO USE THE LICENCE HEREUNDER DESCRIBED.
 
TERMS AND CONDITIONS
 
Upon acceptance of the terms and conditions of this Licence, by you and your organisation and affiliated (the "Licensee"), the Licensee may install and use the number of licensed copies of the software.
 
The right to use granted hereby is related to the following software:
Crosmmanager, Crosscad/Plg
 
As well as to any upgrades, updates, modified versions of the product, product-related services, or related written materials provided to the Licensee by DATAKIT (here after the "Product").
 
1.  Grant of Right-to-Use
DATAKIT grants the Licensee a limited, non-exclusive and non-transferable licence to use the software Product listed above in object form, for its own needs and its own data, with a precise MAC address or physical address registered for each computer (depending on whether the licence is installed on each PC (fixed-line) or on a computer server (floating license), or installed under "remote mode".
Floating licenses or installed under "remote mode" are limited to a sole geographic location unless the Parties agree otherwise.
The right to use the Product is personal to the Licensee, and may not be sold, assigned, rented, leased, given or otherwise transferred, permanently or temporarily, to any another person or entity.
The rights of the Licensee to the Product do not include the right to use the Product to the benefit of third parties in an outsourcing, service bureau, or any other context.
 
Said right-to-use does not include guarantees of any type or form by DATAKIT regarding the compatibility of the Product for any particular use or application.
 
2.  Limitations on Use.
The Licensee may install the Product for use on multiple computers, provided that he owns or leases such computers. The Licensee is limited to run the Product as per the license provided by DATAKIT.
In the event that the Licensee sell, give, or otherwise dispose of it interest in any computer on which he has installed the Product, or in the event the lease for any computer on which he has installed the Product terminates or is terminated, the Licensee must uninstall the Product prior to the time that he relinquishes possession of the computer.
DATAKIT grants the Licensee the right to make one copy of the Product for backup purposes only.
 
3.    Security Mechanisms
DATAKIT takes all necessary steps to eliminate piracy of its Product.
In this context, the Product may include a security mechanism that can detect the installation or use of illegal copies of the Product, collect and transmit data about the use those illegal copies.
 
By using the Product, the Licensee consents to such detection and collection of data, as well as its transmission when an illegal copy is detected. DATAKIT also reserves the right to use a hardware lock device, license administration software, and/or a license authorization key to control access to the Product.
The Licensee may not take any steps to avoid or defeat the purpose of any such measures. Use of any Product without any required lock device or authorization key provided by DATAKIT is prohibited and may lead to serious civil and criminal sanctions.
 
4.    Ownership of the Product and Copyright
Granting the use of the Product does not transfer any right of intellectual property owned by DATAKIT on the Product or the documentation attached.
The Licensee commits itself to not infringe, directly or indirectly, or with the intervention of a third party, on DATAKIT’s rights on the Product.
Any partial or total reproduction of the Product, in any form and onto any other materials whatsoever, is strictly forbidden and exposes the perpetrator to civil or criminal prosecutions.
The Licensee agrees that the Product, as well as any copyrights and trade secrets, are owned by and are the proprietary of DATAKIT. Therefore, the Licensee agrees not to distribute or disclose the originals or copies of the Product to any third party.
The Product are protected by copyright law and international treaties and are and remain the property of DATAKIT in any case.
The Licensee may not reverse engineer, disassemble, decompile, or modify the Product in any way. The Licensee must retain all proprietary notices and legends contained in the Product.
In any case, DATAKIT remains the sole and exclusive owner of all the rights regarding the source and object code, studies, documentation and all other elements of intellectual property regarding the Product or their use.
 
5.    Maintenance contract and product support
Buying the Product makes the Licensee may enter as well into an annual maintenance contract, whose first three months are free.
Maintenance includes updates of the software Product (upgrades and updates), and the technical support includes an assistance: phone-hot line-, Email, during working hours (French timework).
In case of PC change, DATAKIT will deliver for free to the Licensee a new license code, as soon as DATAKIT receives the certificate of destruction of the licensed products completed and signed. The new licence will correspond to the last updated version for which the Licensee subscribed the maintenance contract. In case where the Licensee terminates the maintenance, he will maintain a copy of the installation file in order to transfer this same version of the license on a new PC.
 
IN CASE WHERE A LICENSEE WITHOUT MAINTENANCE REQUIRES AN UPDATE OF THE PRODUCT, DATAKIT WILL BE ENTITLED TO APPLY PENALTIES, UP TO A MAXIMUM AMOUNT OF 3 YEARS OF ANNUAL MAINTENANCE (INCLUDING CURRENT YEAR).
 
6.    Payments
The payments due in application of this license and the maintenance’ annuity as stated herein will be payable 30 days following the invoice date by DATAKIT.
 
7.    Responsibility
The Licensee agrees that DATAKIT’s liability is limited for any and all claims (including but not limited to claims for direct, indirect, special or consequential damages) made by the Licensee on DATAKIT to an amount no greater than the purchase price of the Product paid by the Licensee.
 
THE PRODUCT ARE PROVIDED TO THE LICENSEE "AS IS" WITHOUT ANY WARRANTIES OF ANY KIND. DATAKIT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, COMPATIBILITY FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. DATAKIT DOES NOT WARRANT THE PERFORMANCE OR RESULTS THE LICENSEE MAY OBTAIN BY USING THE PRODUCT.
 
DATAKIT SHALL NOT BE LIABLE FOR ANY ACTUAL, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES OR FOR LOSS, DAMAGES OR EXPENSES DIRECTLY OR INDIRECTLY ARISING FROM (1) THE USE OF THE PRODUCT, OR (2) FROM THE INABILITY TO USE THE PRODUCT FOR ANY REASON. DATAKIT SHALL NOT BE LIABLE FOR LOST PROFITS OR LOST SAVINGS, IN ANY CASE.
 
The Licensee agrees to hold DATAKIT harmless from any and all liabilities, losses, damages, or claims (including all expenses, costs, and lawyer fees) arising from or relating to any use of the Product.
 
DATAKIT shall not be responsible for acts beyond its control, including but not be limited to acts of God, governmental regulations, communication line failures.
 
The Licensee is sole responsible of the proper use of the Product. He agrees to hold DATAKIT harmless from all liabilities regarding the data of all kinds which could be stored or disseminated in the use of the Product, in particular regarding the compliance with the regulation regarding personal data.
 
DATAKIT DOES NOT GUARANTEE THE OPERATION AND/OR THE EFFICIENCY OF THE PRODUCT WITHOUT MAINTENANCE.
 
8.    Personnal Data Security
DATAKIT and the Licensee commits themselves to collect and process all personal data in compliance with all applicable regulations and particularly in accordance with the Regulation of the European Parliament and of the Council 2016/679 dated of 27 April 2016 regarding the security of private persons regarding the process of their personal data and about the free circulation of this data.
In view of this regulation, the Licensee is responsible of the process of personal data in the context of the Licence, and DATAKIT is a subcontractor.
Therefore DATAKIT acts on the behalf of the Licensee and on its sole instructions. The Licensee agrees that, in order to meet its maintenance needs, DATAKIT may access to the data saved in the Product, including the personal data, as the case may be.
As the case may be, the Parties agree to cooperate with the supervisory authority, in particular in case of information request sent to them or in case of control.
 
9.    Data hosting
The Licensee is informed that DATAKIT may use the support of specialized companies in order to host its data. The Licensee expressly agrees that DATAKIT sub-contracts in the context of this agreement, in particular to provide hosting services.
 
10.   Confidentiality
Each Party commits itself to keep confidential and not disclose to third parties the judicial, financial, commercial or technical information which will be communicated to it within the context of the license.
Each Party commits itself to have its employees, subcontractors, partners and affiliates comply with this confidentiality agreement.
 
11.   Termination
Should the Licensee (or its employees, subcontractors, partners or affiliates) fails to perform any of the obligations required under this agreement, and should such failure not be rectified after a 30 day written notice from DATAKIT, DATAKIT shall then have the right to terminate this Agreement and seek just compensation.
 
12.   Miscellaneous
The Licensee and DATAKIT agree that this license is the complete and exclusive statement of all terms and conditions between them and that it supersedes any and all previous communications, either oral or written, concerning the Product.
Any modification of this license will be effective only if it is in writing and previously signed by DATAKIT.
 
The invalidity or unenforceability of any particular provision of this license shall not affect the other provisions hereof. The license shall be construed as if such invalid or unenforceable provisions were omitted.
 
 
13.   Litigations
This license is governed by French law. Litigations born from the performance of this contract shall be submitted to the exclusive jurisdiction of the Commercial Court of LYON.