Khiops – Main Software

IMPORTANT NOTICE: Please read these following terms and conditions carefully before you start downloading and installing the Software. Then you should acknowledge and accept them clicking on the ”I accept the terms of service ” button at the bottom of registration page.

These terms and conditions constitute a legally binding Agreement between You (the ”Licensee”) and 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, France (the ”Licensor”).

WHEREAS

Licensor has developed certain computer programs relating to automatically data mine large databases.

Licensor operates a Website on which potential licensees can enter into a contract with Licensor and download the desired Software onto their computer system.

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

1. Definitions

In this Agreement, unless the context otherwise requires, the following expressions shall have the following meanings:

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 in executable code named Khiops as described on the Website ;

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 mean together the Software and the Software Documentation;

Website means the website operated by Licensor on which Licensor offers to license the Software.

2. Rights of use

2.1 Subject to the terms and conditions of this Agreement 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 and use the Software Materials;

(d) run and test the Software during a limited period of time, in order to study the opportunity of ordering a commercial license of the Software;

(e) use the Software Documentation in support of its use of the Software.

3. Restrictions

Except as expressly permitted in Section 2 above, Licensee shall not use the Software Materials for any purpose whatsoever. Without limiting the generality of the foregoing, Licensee shall not and shall not allow any other person or third party to:

3.1 Make any commercial use of the Software, including without limitation distribute, sublicense, rent, lease, loan, sell, or transfer the Software or any intellectual property subsisting therein or related thereto;

3.2 Decompile or grant access to or otherwise make available the Software to any third party;

3.3 Alter or remove any of Licensor’s or its Licensors’ copyright or proprietary rights notices or legends appearing on or in the Software; or

3.4 Incorporate or link any open source software with any open source software part of the Software, or otherwise take any action which may cause the Software or any portion thereof to be subjected to the terms of the Free Software Foundation’s General Public License (GPL) or Lesser General Public License (LGPL), or of any other open source code license.

4. Effective Date and Term of the Agreement

4.1 The terms and conditions are accepted by the Licensee clicking on the "I agree" button displayed on the Website (the ”Effective Date”).

4.2 The Agreement remains valid for a time period of five (5) years from the Effective Date.

5. Delivery

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 binary format ; and (b) a single copy of the Software Documentation.

5.2 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.

5.3 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.

5.4 Licensor shall not be responsible for complying with statutory regulations, local by-laws, or the fulfillment of any special regulations affecting the Licensee.

5.5 The Licensee shall during the term 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 unauthorized body or person; (b) retain the Software Materials and any copies thereof under its exclusive control. All copies of the Software shall be subject to the terms and conditions of this Agreement and shall bear Licensor’s proprietary notice.

6. Intellectual property rights

6.1 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 Licensor for the purposes of this Agreement, are expressly reserved by Licensor. The Licensee shall not acquire any intellectual property rights of any nature in the Software Materials or Software.

6.2 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.

6.3 Licensor reserves the right to grant licenses to use or otherwise exploit the Software Materials to any other person or body.

7. Price

Subject to the terms and conditions of the Agreement, the rights of use are granted by Licensor to Licensee free of charges.

8. Disclaimer of Warranty

THE SOFTWARE IS PROVIDED IN THE FORM OF A NON-COMMERCIAL TESTING-LEVEL EVALUATION VERSION AND AS SUCH, IS PROVIDED ”AS IS”, AND LICENSOR HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LICENSEE ASSUMES ALL LIABILITY, FINANCIAL OR OTHERWISE, ASSOCIATED WITH LICENSEE’S USE OF THE SOFTWARE.

9. Limitation on Liability

IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO LOSS OF USE, DATA, OR PROFITS, OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND UNDER ANY THEORY OF LAW, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING OR RELATED IN ANY WAY TO THE USE OF THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR’S AGGREGATE LIABILITY PURSUANT TO THIS AGREEMENT SHALL BE LIMITED TO AN AMOUNT OF EUR1,000.

10. Confidentiality of the Restricted Information

10.1 The Software Materials contains Restricted Information of Licensor. Licensee shall not disseminate, transfer, grant access to, or otherwise disclose to any third party the Software Materials or any part thereof or any other proprietary or Restricted Information of Licensor provided in connection with this Agreement and the Software Materials.

10.2 The Licensee agrees that it will take all reasonable measures to keep the Restricted Information secret and confidential and prevent unauthorized disclosure or misuse of the Restricted Information. Such measures shall include the same degree of care that the Licensee utilizes to protect its own Restricted Information of similar nature, but in no event less than reasonable care.

10.3 Upon written demand of the Licensor, at any time and for any reason or upon the termination or expiration of this Agreement, the Licensee shall promptly return to the Licensor, or destroy subject to the Licensor’s instructions, all physical and written records containing or based on the Restricted Information.

10.4 The foregoing obligations as to confidentiality shall remain in full force and effect five (5) years after any termination of this Agreement.

11. Termination and Assignment

11.1 Licensor may terminate this Agreement, and the rights of use 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 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.

12. Collected data

The Licensee allows the licensor to collect the following data for statistical purposes:

The licensee can request the licensor for data to be updated or removed on the contact page.

13. Entire Agreement

13.1 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.

13.2 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 authorized 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.

14. Law and Disputes

14.1 This Agreement shall in all respects be governed by and construed in accordance with French law.

14.2 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.