IMPORTANT-READ CAREFULLY: By installing or using the Software that accompanies this End User License Agreement (“EULA”) or any additional components thereof (“Software”), you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, you may not use the Software.
This EULA is an agreement between you (an individual or single legal entity) (the “Customer”) and SoftFluent Software. This EULA governs the use of the Product, which includes computer software (including “online” and electronic documentation and templates). This EULA applies to updates, supplements, and add-on components of the Product that SoftFluent Software may provide or make available to you, unless SoftFluent Software provides other terms with such updates, supplements or add-on components. The parties agree that this Product is intended solely for businesses, and may not be acquired or used by non-professionals or consumers.
The purpose of the Product is to provide features described on SoftFluent Software web site. The Product is provided with a trial period allowing the Customer to evaluate the Software and to ensure that the SoftFluent Software product meets its needs.
- Grant of License
As of the installation of the Product, the Customer shall have a royalty-fee, personal, non-transferable and non-exclusive right of access and use the Software, for a trial period of thirty (30) days. Upon expiration of such trial period, the access and use of the Software shall be subject to the order of Software license for a fee. By ordering a Product license, the Customer shall have a personal, non-transferable and non-exclusive right of access and use the Product for the entire term of the intellectual property rights in the Product.
If no license is ordered at the end of the above mentioned trial period, Customer must uninstall the Product and delete all its files.
Further to acquiring the Product at the end of the trial period, the Customer will be authorised to reproduce the Product on its IT equipment as many times as the number of licenses ordered. The Customer may have as many effective users as it may wish, provided that it has ordered and paid SoftFluent Software for a License per user.
In any case, the Customer may use the Product exclusively in compliance with the type of license order. The Customer may not sell, distribute or modify the Product.
The Customer may not:
- use the Product other than in compliance with the provisions of this EULA and the documentation as strictly construed;
- dissociate the components of the Product (which comprises various components) by running them on distinct desktops, by obtaining or using earlier or later versions of these components at different times;
- rent, lease, lend or provide commercial hosting services with the Product as is, unless otherwise specifically authorised by SoftFluent Software;
- reverse-engineer, decompile or disassemble the Product, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
- translate or transcribe the Product in any other language or tongue, or adapt them or add any object thereto other than in compliance with the specification thereof;
- copy the Product other than as per the terms and conditions set forth herein and to make one (1) backup copy.
- Intellectual Property Rights
SoftFluent Software’s intellectual property rights in and to the Product and defence of infringement actions
SoftFluent Software, its suppliers and their successors or assigns own all of the intellectual property rights in and to the Product and any upgrades thereof and, more generally, any material or information that may be made available to the Customer under this EULA, including any databases, management tools, platforms, web pages, text, photographs, pictures, icons, sound or videos.
All of this material is confidential information and trade secret of SoftFluent Software, irrespective of whether or not such items are covered by patent or otherwise protected under applicable legislation, by copyright or any industrial or intellectual property rights or otherwise.
During the trial period, the Product is provided “as is” and SoftFluent Software provides no warranty of non infringement to the Customer which acknowledges and accepts it.
For any license ordered, SoftFluent Software agrees to defend the Customer against any third-party claims or court actions aiming to show that the Product, including any upgrades thereof, breaches their intellectual property rights, and to pay the amount ordered under any final adverse court decision (or settlement agreements to which SoftFluent Software may be a party) further to such claim or action.
However, any such claim or action must be notified to SoftFluent Software in writing and without delay, and SoftFluent Software must have exclusive control over the defence or settlement of such claim or action. The Customer agrees to provide reasonable assistance to SoftFluent Software in connection with this defence. SoftFluent Software will refund any costs reasonably incurred by the Customer regarding said assistance.
SoftFluent Software’s obligations will not apply to any such claims, actions or final adverse decisions as may be based on: (i) any software developed by the Customer based on the Product; (ii) changes made by the Customers to the Product; (iii) the Customer’s distribution of the Product to any third parties; or (iv) any use of the Product for the benefit of third parties. The Customer hereby agrees to indemnify and hold SoftFluent Software harmless against any expenses or damages it may incur as a result of such claims or actions.
SoftFluent Software hereby expressly disclaims any warranty that may apply to the Product. Accordingly, the Product shall be deemed to be provided to the Customer “as is” without any specific adaptation measures. This Product qualifies as a standard product that may not meet all of the Customers’ specific requirements. It is up to the Customer, therefore, to check that the products offered by SoftFluent Software are adequate to meet its requirements, and take all necessary precautions, particularly during any test periods that may be offered prior to the signature of this EULA.
In no event shall SoftFluent Software shall be liable for any direct or indirect damage during the trial period.
For any license ordered, the Parties hereby expressly agree that SoftFluent Software’s liability shall be limited, regardless of the basis for the Customer’s claims, to compensation for direct damage sustained by the Customer due to the use of the Product.
Accordingly, SoftFluent Software shall thus not indemnify any indirect damage (such as loss of profits or revenues, business interruptions or loss of business information) that may be caused by the use of the Product. The Customer shall thus take out individual insurance coverage for this type of risk or be its own insurer.
The Parties hereby further agree that SoftFluent Software’s liability shall be limited to compensation for direct damage sustained in a maximum amount equal to the annual subscription fee for the Product for one (1) user or one (1) machine as the case may be, irrespective of the number of Licenses ordered in the Order Form.
- Term and Termination
Without prejudice to any other rights, SoftFluent Software shall be entitled to terminate this EULA in case of breach by you of any of the terms hereof. In such case, you will have to destroy all copies and components of the Product in your possession.
The Customer hereby expressly agrees not to assign, either for a consideration or free of charge, all or any part of its rights and obligations under this EULA.
- Force majeure
SoftFluent Software shall not be liable if the performance of any or all of its obligations under this EULA is prevented due to a force majeure event as defined by case law.
- Miscellaneous provisions
No waiver of any breach of any provision of this EULA shall constitute a waiver of any other breach, and no waiver of any provision or any breach thereof shall be effective unless made in writing and signed by an authorized representative of the waiving party.
If any clause under this EULA is held to be invalid under any laws, regulations or by a final and binding decision rendered by a court of competent jurisdiction, this shall in no way affect the validity of the other clauses under this EULA, which shall remain in full force and effect between the parties.
The provisions hereof may not be validly suspended, supplemented or amended other than by way of a written amendment signed by both Parties.
All notices permitted or required to be made hereunder shall be deemed valid if sent to the addresses of the parties’ respective registered offices, where they elect to be domiciled.
- Governing Law and Jurisdiction
This EULA shall be governed by the laws of France. In the event of any disputes arising out of the interpretation or performance of this EULA, the Parties shall endeavour to settle the matter out of court prior to any court action.
If no agreement can be reached to settle a dispute concerning the interpretation or performance of this EULA, the competent Courts of Paris shall have exclusive jurisdiction, notwithstanding multiple defendants or impleader, even in case of fast-track emergency proceedings or protective summary proceedings or motions.
Any claims and/or objections by the Customer against SoftFluent Software must be notified by the Customer within one (1) month as from the discovery of the causal event, failing which such claims or actions shall lapse.