End User Licence Agreement (EULA)

1. DEFINITIONS

Client : means the legal entity, in the person of its legal representative or, by delegation of authority, by a person capable of committing the legal entity signing a Commercial Proposal or a Main Contract, which may also be referred to individually as the “Party” or collectively with CYBERESIST as the « Parties » ;

Contrat principal : means the written document, signed between the Parties, containing the terms and conditions under which the Client entrusts CYBERESIST with the performance of services, as well as its appendices and any amendments, these documents together forming an indivisible whole, the signature of the Main Contract being deemed to be acceptance of this Appendix. Unless expressly stipulated otherwise, the stipulations included in this Appendix shall prevail over the main Contract in the event of any contradiction ;

Logiciel : means all computer programs and applications, of whatever type (Operating System, API, complex modules, interfacing scripts, etc…. ), developed and published by CYBERESIST, which holds the exclusive property, and which together form the software ” CYBERESIST » and « CYBERSELF ” allowing the Client to use them within the limits of the license defined in the present ;

Plateforme : refers to the set of software bricks developed and published by CYBERESIST, which holds the exclusive property, composing the different functionalities of the software solutions ” CYBERESIST® » et « CYBERSELF® », and allowing the Client to operate the services and use them, within the limits of the license defined in the present ;

Commercial proposal : means any document or information provided to the Client by CYBERESIST which materialises the commercial and pricing conditions applicable to the Client. Unless expressly stipulated to the contrary, the stipulations included in the Commercial Proposal shall prevail over this Appendix in the event of contradiction, acceptance of the Commercial Proposal acceptance of this Appendix;

CYBERESIST : refers to CYBERESIST, a simplified joint stock company registered with the PARIS Trade and Companies Register, having its registered office at 66, avenue des Champs-Élysées 75008 PARIS, represented by its current Chairman, Mr Fabien TAVERNIER, who may also be referred to individually as the “Party” or collectively with the Customer as the ” Parties » ;

End User : means any member of the Customer’s staff as well as the Customer’s subcontractors and service providers involved in the services and declared by the Customer in the Main Contract and/or the Commercial Proposal, to the exclusion of any other person, authorised by the Customer to use the Platform under the terms of the Licence described below.

2. PURPOSE OF THE CONTRACT

The purpose of this Appendix is to define the terms and conditions under which CYBERESIST grants the Client, who accepts it, a non-exclusive licence to use its Platform in return for the Client complying with all the obligations incumbent upon it under this Appendix.

3. LICENSE TO USE

3.1 Scope of rights granted

CYBERESIST hereby grants the Client, who accepts it, a non-exclusive, non-assignable and non-transferable licence to use the Platform, for the duration indicated in Article 3.3 below, strictly limited to the Area of Use defined in Article 3.2 hereof, with (authorisation to grant user sub-licences to its End Users), in consideration of payment of the price of said licence to CYBERESIST (hereinafter the « Licence »).

3.2 Field of use

The Domain of Use is expressly limited by CYBERESIST to acts strictly necessary for the internal use of the Platform by the Client in the context of its own activity, implementing the Platform or an application developed by CYBERESIST or by the Client from the CYBERESIST® APIs®, to the exclusion of any other purpose, in particular any commercial use and research and/or development on the Platform or the Software, in particular on their source codes.

3.3 Scope – Duration

This License is granted to the Client by CYBERESIST for the use of the Platform for the number of supervised domains and sub-domains indicated in the Commercial Proposal or in the main Contract for the duration indicated in the Commercial Proposal or in the main Contract. It may be terminated in accordance with the terms and conditions set out in Article 7 hereof.

3.4 Restrictions

En Apart from what is effectively authorised under this Licence, the Customer expressly prohibits any other act of use or exploitation and in particular :

• Make any copy whatsoever of all or part of the software solutions making up the Platform ;
• Permanently or temporarily reproduce the Platform made available, in whole or in part, by any means and in any form, including loading, displaying, executing or storing any software making it up;
• Reverse engineer, decompile or disassemble all or part of the Platform, computer program(s) and software solution(s), except as expressly permitted by applicable law;
• To modify, alter, adapt or make any change whatsoever to the presentation and content of the Platform, the computer program(s) and software solution(s), trademarks, trade names, logos, etc. affixed thereto and their presentation, and not to remove the Platform’s identification and ownership mentions, in particular the names of the contrbutors ;
• To translate, adapt, arrange or modify all or part of the Platform, to export it and, where applicable, to merge it with other computer applications;
• To rent, lend, use the computer program(s) and software solution(s) for the purpose of sharing or making them available to third parties who are not authorised users ; To publish, without the prior written consent of CYBERESIST, any performance or evaluation test or analysis relating to the Platform.

In the event that the Client intends to use the Embedded Platform for purposes other than those set out in this Article, the Client shall notify CYBERESIST in writing, which may, at its sole discretion, refuse or authorise such use under terms and conditions to be defined between the Parties.

4. INTELLECTUAL PROPERTY

4.1 Ownership of pre-existing elements

Apart from the Licence granted above, none of the stipulations in this Appendix may be interpreted as inducing any transfer, assignment or concession of intellectual property rights belonging to CYBERESIST to the Client.

In this respect, the Client acknowledges and accepts that all intellectual and industrial property rights associated with the Platform, in particular, are the exclusive property of CYBERESIST 

• All the related know-how ;
• All related intellectual property rights and all elements making up the Platform, whether or not they are granted hereunder.
•  

4.2 Warranty of eviction

CYBERESIST undertakes to guarantee peaceful enjoyment of the Platform.

In this respect, CYBERESIST guarantees to respect all open-source licences applicable to the Platform insofar as this Licence is permitted under the open-source licences used by CYBERESIST. In all cases, CYBERESIST undertakes to respect the terms of the licence applicable to any open-source elements and to provide a copy to the Client.

In this respect, CYBERESIST guarantees that the granting of the License does not induce any obligation for the Client to submit to the terms of the aforementioned licenses, and does not impose any obligation or prerequisite on the Client which would result from the aforementioned licenses.

CYBERESIST declares that it holds all the intellectual property rights necessary for the performance of the present contract and that, consequently, there is nothing to prevent it from granting them to the Client.

In this respect, CYBERESIST guarantees that it is not necessary for the Client to obtain other licences, assignments or concessions of intellectual property rights of any kind in order to use the Platform in accordance with its needs.

5. ASSISTANCE – MAINTENANCE

Support and maintenance services relating to the use of the Platform by the Customer are provided, where applicable, within the main Contract, or will be the subject of a dedicated maintenance contract, signed in parallel between the Parties. The Customer acknowledges and accepts that the support and maintenance services referred to above are expressly subject to payment by the Customer of the price of the Licence as set out in Article 6 below.

6. FINANCIAL CONDITIONS

The price due by the Client in consideration of CYBERESIST granting the present License as well as the conditions of payment of the corresponding sums are indicated in the main Contract or in the Commercial Proposal.

7. END OF LICENCE

7.1 Termination of contract

In the event of one of the Parties failing to fulfil one of its obligations under this Appendix, the Commercial Proposal or the main Contract and considered by the other Party to be essential, the other Party may, fifteen (15) clear days from the date of receipt, or in the absence of the date of first presentation of a letter of formal notice sent by recorded delivery with a request for acknowledgement of receipt that has remained unsuccessful, terminate the Licence ipso jure, without prior notice or any judicial or other formality and without prejudice to any other rights or actions, in particular with a view to claiming any damages to which it may be entitled.

The obligations of the Client considered essential by and for CYBERESIST are those set out in Articles 4.1 and 6 of this Appendix.

The obligations of CYBERESIST considered essential by and for the Client are those set out in Article 3 and 4.2 of this Appendix.

7.2 Consequences of termination of the Licence

From the end of the Licence, for whatever reason :

• The Customer undertakes to immediately cease all use of the Platform and its component parts;
• Each of the Parties undertakes to destroy the confidential information belonging to the other Party and remaining in its possession, as well as any reproductions thereof, and more generally all other elements that it holds as a result of the performance of the License ;
• Each of the Parties undertakes to certify in writing that the obligations set out above have been performed in full.

8. EVIDENTIARY AGREEMENT – NOTIFICATION REGIME

Except in cases where a stipulation in this Appendix provides otherwise, it is expressly agreed between the Parties that exchanges between them may take place by any means, in particular by electronic mail to the e-mail addresses mentioned in their correspondence, invoices and/or order forms, or in any other document.

The Parties agree that a paper printout of an e-mail is valid proof of the content of the exchanges.

The Parties shall implement all security measures to guarantee the availability, integrity and confidentiality of electronic mail sent via the Internet.

At the same time, they shall implement all useful measures, such as regularly updated and correctly configured firewalls and antivirus software, to protect themselves as effectively as possible against intrusions, attacks and the spread of viruses, in order to guarantee the availability, integrity and confidentiality of e-mails received.

The Parties shall safeguard in the most appropriate and secure manner the integrity of messages transmitted relating to the subject matter of this Annex.

9. LANGUAGE OF THE CONTRACT – DISPUTES – JURISDICTION

9.1 Applicable law – Language of the Annex

This Annex is subject to French law, to the exclusion of any other legislation. If this Appendix is drafted in more than one language, the French version shall prevail.

9.2 Settlement of disputes

With a view to finding a joint solution to any dispute that may arise in the performance of this Appendix, the Parties agree to meet within a period of fifteen (15) days from receipt of a registered letter with acknowledgement of receipt, notified by one of the two Parties.

If at the end of a further period of fifteen (15) days, the Parties are unable to agree on a compromise or a solution, the dispute will then be submitted to a mediator, under the following conditions.

For all disputes or differences of interpretation relating to the performance or termination of this Annex, the Parties agree to appoint a mediator by mutual agreement.

If the Parties are unable to appoint a mediator or if mediation fails after a period of one (1) month, the Parties will be at liberty to resolve the dispute before the ordinary courts.

In this case, the dispute will be brought to the attention of the Commercial Court of the place where CYBERESIST’s registered office is located at the time of referral to the said court.

10. ELECTION OF DOMICILE

For the performance of these Terms and Conditions and their consequences, the Parties respectively elect domicile at their registered offices. Any change in the registered office or address of one of the Parties will only be binding on the other Party eight (8) days after it has been duly notified by registered letter with acknowledgement of receipt or by digitally signed e-mail.