IMPORTANT – READ CAREFULLY: This EULA governs the following software: HYNESIM PRO, ACTION MANAGER, GUEST FOUNDRY, WORKFLOW ENGINE, HNS PLATFORM.
PLEASE READ CAREFULLY THIS AGREEMENT, FOR IT SHALL APPLY AS OF RIGHT, WHETHER THE CORRESPONDIG SOFTWARE PRODUCT HAS BEEN PROVIDED TO YOU FOR PURPOSES OF TEST, PURCHASE, LICENSING AGREEMENT OR IN ANY OTHER WAY.
This End User License AGREEMENT(“AGREEMENT” or “EULA”) is a legal contract between your company or organization and any other legal or natural person to which the SOFTWARE PRODUCT has been provided (hereinafter, “YOU”), and DIATEAM (hereinafter, as is or “LICENSOR”), applicable to DIATEAM’S SOFTWARE PRODUCTS mentioned above, which include software programs and may include associated media, printed documentation, as well as “online” or “electronic » documentation (“SOFTWARE PRODUCT”). It is your liability to make sure that any person finalizing the installation of the SOFTWARE PRODUCT has the right or legal authority to engage your liability and confirm your acceptation of the terms of this AGREEMENT. By installing, copying or using in any other way the SOFTWARE PRODUCT, you agree to be bound by the terms of this EULA. If you disagree with the terms if this EULA, do not install or use the SOFTWARE PRODUCT; you shall quickly contact DIATEAM or your provider to get necessary instructions to obtain a refund.
The terms of this AGREEMENT apply to the SOFTWARE PRODUCT provided with this AGREEMENT or corresponding to it, including any other medium containing a device able to activate the program(s) contained in the said SOFTWARE PRODUCT, as well as any documentation, information, specification or instruction, whether printed, online or electronic (hereinafter, “DOCUMENTATION”) related to the said SOFTWARE PRODUCT (the “SOFTWARE PRODUCT”). The SOFTWARE PRODUCT also includes software updates, complementary modules, Web services and/or add-ons that DIATEAM may provide or make available to YOU after the date when you obtain your initial copy of the SOFTWARE PRODUCT and after your acceptation of this AGREEMENT, insofar as these elements are not covered by a separated license or user agreement, in which case the latter shall prevail.
In this AGREEMENT, the word “DIATEAM” or “LICENSOR” means DIATEAM or any company which would depend on DIATEAM and be registered in the country where YOU have issued your Purchase Order (including, but not limited to requests of purchase, of services, of contents, of training, of licenses and/or of trials or any expression of your will to execute such action, hereinafter collectively referred to as “Purchase Order”) for the SOFTWARE PRODUCT.
THIS AGREEMENT IS GOVERNED BY FRENCH LAW. ANY DISPUTE WHICH WOULD DERIVE FROM THIS AGREEMENT WILL BE UNDER THE EXCLUSIVE JURISDICTION OF THE COURTS AT THE HEAD OFFICE OF DIATEAM, ITS DISTRIBUTOR OR THE LICENSOR.
DIATEAM grants YOU a non-exclusive, non-transferable and limited license of the SOFTWARE PRODUCT, in accordance with the terms of this CONTRACT, of your PURCHASE ORDER and of the DOCUMENTATION related to the said SOFTWARE PRODUCT.
This AGREEMENT describes your general rights regarding the installation, activation and use of the SOFTWARE PRODUCT, except for terms related to your purchase (where appropriate) of the SOFTWARE PRODUCT, which terms can be found on your PURCHASE ORDER or in a separate agreement between YOU and DIATEAM or its sales representative, or between YOU and the third-party which provides the SOFTWARE PRODUCT, with or without a third-party product.
Depending on the reference of the SOFTWARE PRODUCT and its description, available on your PURCHASE ORDER, the license mentioned in this AGREEMENT is granted to YOU indefinitely or for a limited period of time.
If technological devices are designed to avoid any illicit or illegal use of the SOFTWARE PRODUCT, YOU agree that DIATEAM might use them and YOU agree to comply with all requirements related to these technological devices.
The floating, concurrent or shared use of the SOFTWARE PRODUCT is not permitted and your use of the SOFTWARE PRODUCT requires the purchase of a License for every hardware support of the SOFTWARE PRODUCT, according to the terms of this AGREEMENT.
Unless otherwise required or permitted by law or otherwise provided in the terms of a valid LICENSE, YOU may not copy the SOFTWARE PRODUCT, except for backup purposes and in accordance with the permitted use of the SOFTWARE PRODUCT. Any copy shall include all copyright and reserved rights notices contained in the original SOFTWARE PRODUCT. YOU may not sell, rent, sublicense or transfer a copy of the SOFTWARE PRODUCT in any way. If this SOFTWARE PRODUCT contains any electronic or online documentation, YOU can print a copy of it for every purchased license of the SOFTWARE PRODUCT. If this SOFTWARE PRODUCT contains any paper documentation, YOU can make a copy of it for every purchased license of the SOFTWARE PRODUCT.
Except for the decompilation exception provided for in the French Intellectual Property Code and provided that this exception is really legitimate, YOU may not modify, adapt, translate, reverse engineer, decompile, disassemble or try to reconstruct the source code or the logic of the SOFTWARE PRODUCT or create other derivative works from the SOFTWARE PRODUCT.
Dissociation of components: The SOFTWARE PRODUCT is licensed as a single product. Its components may not be dissociated to use them on more than one computer.
Rental: YOU may not lend or rent the SOFTWARE PRODUCT.
Support services: DIATEAM can, if necessary, provide you with technical support related to the SOFTWARE PRODUCT (“Technical Support”). The use of Technical Support is governed by the rules and programs of DIATEAM described in the user manual, in the “online” documentation and/or in other documents provided by DIATEAM. Any additional software code you might receive from Technical Support has to be considered as an element of the SOFTWARE PRODUCT and is subject to the terms of this EULA. Regarding the technical information you give DIATEAM for the purposes of Technical Support, DIATEAM may use this information for the needs of its business activity, for instance for support purposes on products or for product development. DIATEAM will not use this technical information under any form which personally identifies you.
Software transfer: Unless there is a specific contract or agreement setting the commitments of each party and the recipient of the transfer, YOU may not transfer the rights set for you in this EULA for any reason whatsoever, even provisionally.
Termination: Without prejudice to any other right, DIATEAM may terminate this EULA if you do not respect its terms. In such case, you must destroy all copies of the SOFTWARE PRODUCT and all its components.
Failure to meet the above provisions shall be subject to penalties YOU will assume, including any resulting damage, whatever it might be.
The use of the SOFTWARE PRODUCT is only intended for a content which YOU own, which is in the public domain or which is licensed. It can be necessary to acquire a patent, a copyright or any other license from a third-party to create, copy, download, record or save content files to be used with the SOFTWARE PRODUCT or to transfer or distribute such files to be used with the SOFTWARE PRODUCT. YOU agree to use the SOFTWARE PRODUCT in accordance with any applicable law or regulation in the jurisdictions where YOU use the SOFTWARE PRODUCT, including, but not limited to any applicable restriction regarding copyright or other rights related to intellectual property. YOU may not use the SOFTWARE PRODUCT for the purpose of, or with a device, program or service designed to circumvent technological measures used to control access or access rights to a content file or any work which is protected by copyright laws in a jurisdiction.
If the SOFTWARE PRODUCT is marked to be “Not intended for resale”, notwithstanding the other sections of this AGREEMENT, your use of the SOFTWARE PRODUCT is limited to the purposes of demonstration, test or evaluation and YOU may not resell, lend, assign or transfer the license of the said SOFTWARE PRODUCT.
For the purposes of this AGREEMENT, the « AUTHORIZED CONTENTS” indication refers to the contents YOU create, develop or generate using the SOFTWARE PRODUCT (including its design, programming, engine or interface tools, where appropriate).
Notwithstanding the above, any content created by the SOFTWARE PRODUCT acquired within the scope of a trial license (as defined in this AGREEMENT) or for the purposes of demonstration, test or evaluation is not an AUTHORIZED CONTENT. YOU may distribute AUTHORIZED CONTENTS or make them available, as long as YOU respect each and every requirement described below:
a) YOU include your own notice of copyright on your AUTHORIZED CONTENTS; and
b) YOU do not remove or mask any notice of copyright, trademark, patent or other intellectual property rights, either displayed on the SOFTWARE PRODUCT as provided to YOU, or appearing to be related to the SOFTWARE PRODUCT; and
c) YOU do not use the name, logo or trademarks of DIATEAM to market or indentify your AUTHORIZED CONTENTS, unless you have signed with DIATEAM a separate agreement granting you such rights or DIATEAM has given YOU prior written authorization to do so; and
d) YOU cover DIATEAM against any claim resulting from any agreement, tort (including negligence), strict liability, law or anything else, including, but not limited to damages in terms of loss of activity, loss of profits, business disruption, legal proceedings, including legal fees, loss of data or any other loss or damage, whether pecuniary or not, arising from or consequential to the use or distribution of your AUTHORIZED CONTENTS, provided that your contractual indemnification obligation does not exceed the percentage of damages awarded to the applicant or the amount of the settlement due to a fault of DIATEAM or to the strict liability imposed to DIATEAM within the framework of a country’s law (at federal or state level, as the case may be); the above indemnification obligation continues after the expiration or termination of this AGREEMENT; and
e) YOU do not authorize any other redistribution of the SOFTWARE PRODUCT (including any modification YOU make to it) by third parties; and
f) YOU provide your client with your own license agreement allowing him to use your AUTHORIZED CONTENTS, the said license agreement being substantially similar to this AGREEMENT but less restrictive in all respects; and
g) YOU comply with the terms of this AGREEMENT.
YOU may incorporate or integrate the SOFTWARE PRODUCT into your own product or a third-party product provided that:
a) DIATEAM or its authorized dealers have granted YOU a valid license to use the SOFTWARE PRODUCT, and
b) YOU incorporate or integrate it in a way that complies with the Software Documentation insofar that the said Documentation contains instructions or recommendations related to this topic; and
c) YOU comply to each and every requirement – regarding your own products and third-party products – stated in this document regarding AUTHORIZED CONTENTS; the said above requirements shall apply, mutatis mutandis, to your own products or to third-party products in which YOU incorporate or integrate the SOFTWARE PRODUCT, and any reference to the “AUTHORIZED CONTENT” in the previous provision shall be considered, within this section, as a reference to your own products or to third-party products incorporating or integrating the SOFTWARE PRODUCT; and
d) YOU provide your client with your own license agreement, granting him the right to use your own products or third-party products in which YOU incorporate or integrate the SOFTWARE PRODUCT, the said license agreement being substantially similar to this AGREEMENT, but less restrictive in all respects, and
e) YOU cover DIATEAM against any claim resulting from any agreement, tort (including negligence), strict liability, law or anything else, including, but not limited to damages in terms of loss of activity, loss of profits, business disruption, legal proceedings, including legal fees, loss of data or any other loss or damage, whether pecuniary or not, arising from or consequential to the integration you make of the SOFTWARE PRODUCT in your own product or in a third-party product, provided that your contractual indemnification obligation does not exceed the percentage of damages awarded to the applicant or the amount of the settlement due to a fault of DIATEAM or to the strict liability imposed to DIATEAM within the framework of a country’s law (at federal or state level, as the case may be); the above indemnification obligation continues after the expiration or termination of this AGREEMENT; and
f) YOU comply with the terms of this AGREEMENT.
a) If DIATEAM creates updates of the SOFTWARE PRODUCT, it is not required to provide YOU with these new releases, unless YOU have established a valid maintenance agreement with DIATEAM or its authorized dealer.
b) The terms of this EULA will also govern any Update or Upgrade of the SOFTWARE PRODUCT provided by DIATEAM (including those provided through a Maintenance Agreement) which replaces and/or complements the original SOFTWARE PRODUCT, unless the said Upgrade comes with a separate EULA, in which case the terms of this said EULA shall prevail.
c) Any reference to the SOFTWARE PRODUCT in this AGREEMENT extends to any update (corrective, minor release, major release, evolutions…) provided to YOU by DIATEAM or its authorized dealer.
YOU agree that the SOFTWARE PRODUCT is protected by locking, it can not be used without a valid software key or a hardware key (“License key”), handed to you or another person on your behalf by or on behalf of DIATEAM or its authorized dealer.
YOU agree that this License Key is to be used only with the SOFTWARE PRODUCT which it has been provided for. Even if DIATEAM can, at its own discretion, provide YOU with the License Key before it has (where appropriate) received the applicable license fees, YOU shall pay these fees to DIATEAM.
On delivery, YOU assume all risks related to media on which the SOFTWARE PRODUCT and the License Key are provided. If the SOFTWARE PRODUCT or the License Key is lost, stolen or destroyed after delivery, DIATEAM is not required to replace them.
If a License Key is lost, stolen or destroyed, and if DIATEAM agrees to replace it, before DIATEAM provides YOU with the replacement License Key, YOU shall:
a) give DIATEAM a signed solemn declaration confirming that YOU have definitely lost or destroyed the SOFTWARE PRODUCT or the License Key to be replaced, and that you have not kept the SOFTWARE PRODUCT or the License Key in any form whatsoever, or incorporated either of them in another software or system that YOU own, operate or control; and
b) comply with any other instruction given by DIATEAM in relation with the replacement.
If the License Key is defective, provided that this defect can be attributed to an action or omission of DIATEAM, DIATEAM will replace the defective License Key, as long as it returned during the warranty period defined by DIATEAM. As stated in Section 7 below, if the defective License Key is not returned during the prescribed warranty period, DIATEAM will replace it after YOU have paid all administrative fees required by DIATEAM.
The SOFTWARE PRODUCT, as well as any right, title, participation, technology and know-how, whether they are protected by patents or not, integrated to the SOFTWARE PRODUCT, as well as any industrial property and/or intellectual property right related to the SOFTWARE PRODUCT, including, but not limited to copyrights, remain the sole property of DIATEAM, except for any third-party software incorporated in the SOFTWARE PRODUCT or provided by YOU with it.
Nothing in this AGREEMENT shall be interpreted as a transfer to YOU of DIATEAM’s property rights on the SOFTWARE PRODUCT; all rights which are not expressly granted in this AGREEMENT are reserved by DIATEAM. DIATEAM does not sell YOU the SOFTWARE PRODUCT, but only grants YOU the license rights defined in this AGREEMENT.
All industrial and/or intellectual property rights related to third-party software integrated in the SOFTWARE PRODUCT or provided to YOU with the SOFTWARE PRODUCT remain vested to the third-party concerned and shall not be considered as explicitly or implicitly transferred to YOU.
If you are aware of any infringement of DIATEAM’s property rights on the SOFTWARE PRODUCT, YOU shall immediately inform DIATEAM and give it all information required to defend its interests.
DIATEAM and the other trademarks contained in the SOFTWARE PRODUCT are registered trademarks of DIATEAM group. Unless otherwise expressly provided under the law, YOU may not remove or alter trademarks, trade names, product names, logos, copyright or property notices, captions, symbols or labels in the SOFTWARE PRODUCT. This AGREEMENT does not allow YOU to use any trade name or trademark of DIATEAM or its authorized dealers.
Unless specifically mentioned in the purchase order/sales contract, DIATEAM guarantees that, for a period of ninety (90) days as of the date of the delivery by DIATEAM or its authorized dealer (or any other warranty period according to the reference of the SOFTWARE PRODUCT), (i) the SOFTWARE PRODUCT shall be executed substantially according to its Documentation, and (ii) the medium which the SOFTWARE PRODUCT is provided to YOU on (if it is a physical medium) and the License Key (where appropriate) shall be free of any defect in materials and workmanship
DIATEAM’s sole obligation and your exclusive remedy for the abovementioned limited warranty are, at DIATEAM’s discretion, to refund expenses paid (where appropriate) for the SOFTWARE PRODUCT, or to fix the defect or non-conformity, or to replace, free of charge, the defective SOFTWARE PRODUCT, medium or License Key, provided that (i) YOU notify DIATEAM or its authorized dealer of the defect during the abovementioned warranty period and (ii) the defect does not fall under exclusions mentioned in Section 8.2 below.
DIATEAM’s warranty is cancelled if the SOFTWARE PRODUCT, its medium or the License Key have been altered or do not work properly due to any accident, misuse or abnormal use, including, but not limited to, the use of the SOFTWARE PRODUCT with third-party products (hardware, software, firmware or operating system) which use with the SOFTWARE PRODUCT is not provided for by DIATEAM, or the use of an incorrect software or hardware key (where appropriate) with the SOFTWARE PRODUCT, or an unauthorized maintenance of the SOFTWARE PRODUCT.
Any replacement SOFTWARE PRODUCT, medium or License Key provided to you according to Section 8.1 above in this document is covered by warranty for the remaining period of the original ninety-day (90) warranty or for a period of thirty (30) days, whichever period is longer. In some countries where the laws (at federal or state level) prohibit limitation of duration of any express or implied warranty, the abovementioned limitation or any other limitation contained herein can not apply to YOU. In such case, these warranties are limited to the minimal warranty legally authorized period in the said countries.
To the extent permitted by applicable law (at federal or state level, as the case may be) in a country where YOU install, copy, execute or use the SOFTWARE PRODUCT, DIATEAM does not offer any other warranty than those mentioned in Section 8 and expressly disclaims any other warranty or declaration, whether express or implied, regarding the SOFTWARE PRODUCT, its updates and its Documentation, including, but not limited to all warranties of fitness to a particular purpose, merchantability, non-infringement, title or sample. Moreover, despite reasonable measures taken to guarantee the accuracy of information contained or provided in the SOFTWARE PRODUCT, DIATEAM disclaims any warranty or declaration of any kind, whether express or implied, regarding the fact that the SOFTWARE PRODUCT or any information contained or provided in it or in its Documentation meets your requirements, expectations or objectives.
No oral or written information, declaration, opinion or recommendation allegedly given by DIATEAM, its authorized dealers, agents or employees, or anyone on its behalf, shall constitute a commitment and modify the scope of warranties set out in this AGREEMENT.
YOU expressly consent and agree that YOU use the SOFTWARE PRODUCT at your own risks and that YOU, as the license holder, assume all risks regarding the level of satisfaction in terms of quality, performance, precision and effort. Within the limits defined by applicable law, the SOFTWARE PRODUCT is provided “as is”, with all its defects and no guarantee whatsoever which is not stipulated in the Section 8.
In no way can DIATEAM be held liable for any indirect, consequential, incidental or punitive damage, of any loss, expense or source of dispute, whether this liability arises out of the agreement, any warranty, any tort (including negligence), any strict liability, the law or any other basis, including, but not limited to, damages in compensation of loss of activity, loss of profits, business disruption, loss of data or any other loss or damage, whether pecuniary or not, arising from or related to the use, impossibility to use or misuse of the SOFTWARE PRODUCT, even if DIATEAM has been informed of the possibility of such damage.
The maximum liability of DIATEAM according to the terms of this AGREEMENT can not exceed the total amount YOU have paid for the purchase of the SOFTWARE PRODUCT which has caused the damage and/or for the grant of its license agreement, where appropriate.
YOU agree to cover DIATEAM if there is any claim, damage, or lawsuit (including legal fees) against DIATEAM, including those issued by a third-party, arising out of or related to your use, impossibility to use or misuse of the SOFTWARE PRODUCT, and whether they are the consequence of any agreement, warranty or tort (including negligence), of the strict liability, of the law or of any other basis.
The license granted according to this AGREEMENT does not cover any modification, update, translation or adaptation, whether authorized or not, which may be made to the SOFTWARE PRODUCT by anyone else than DIATEAM when the SOFTWARE PRODUCT is provided with a third-party product. These modifications are governed by the terms of the license granted by the third-party. In no event can DIATEAM be held liable, whether this liability arises out of any contract, warranty, tort (including negligence), strict liability, law or other basis, of any damage or consequence arising out of or related to the said modification, update, translation or adaptation. DIATEAM makes no declaration and does not offer any warranty regarding this liability.
The abovementioned limitations or exclusions of liability only apply within the limits allowed by applicable law (at federal or state level, as the case may be) of the country where YOU install, copy, execute or use the SOFTWARE PRODUCT.
The limitations or exclusions of warranty and liability contained in this AGREEMENT do not affect or question the legal rights provided under the mandatory or public laws or regulations (at federal or state level, as the case may be) of the country.
The SOFTWARE PRODUCT may contain or be provided to YOU with third-party software, whether modified or not.
By agreeing to the terms of this AGREEMENT, you also agree to the terms of the software licenses of a third-party owner of intellectual property rights on said software, and your use of this software, which is part of the SOFTWARE PRODUCT, is governed by the terms of these third-party licenses.
Moreover, the SOFTWARE PRODUCT may contain some code, especially third-party code, which DIATEAM has to indicate the origin of. One part of this code may be accessible according to other license terms. This code is not licensed under this AGREEMENT and is subject only to the other license, which constitutes the single license of this code and governs the relationship between YOU and the other LICENSOR. This AGREEMENT shall not modify your rights and obligations under these other licenses. DIATEAM offers no warranty of any kind regarding the code governed by these other licenses.
DIATEAM may not grant YOU and does not grant YOU any license on the intellectual property rights that belong to a third-party, for which YOU could hold a license permitting to legally use the SOFTWARE PRODUCT for your own purposes, including the legal use of the SOFTWARE PRODUCT in a process, an installation or another specific context, or with other software or devices, depending on your activity. YOU shall, at your own expense, acquire these licenses from third-parties concerned and manage them with their help. DIATEAM can not be held liable if a third-party files a complaint about the infringement of its rights on a patent or other intellectual property rights. If you do not purchase these third-party licenses as stated above and if a third-party files a complaint against DIATEAM, YOU shall cover DIATEAM against any third-party claim to which the specific limitations of warranty and liability of DIATEAM stated in Sections 8 and 9 of this AGREEMENT apply.
Furthermore, regarding the parts of the SOFTWARE PRODUCT governed by other licenses, the liability of DIATEAM is limited to the terms of the other license and DIATEAM can not assume any greater liability than the obvious interpretation of the terms of these licenses.
YOU agree to make all applicable documents available to DIATEAM during your normal business hours to allow DIATEAM (upon reasonable prior written notice) to check that YOU comply with the terms of this AGREEMENT. Moreover, YOU agree to demonstrate, upon request by DIATEAM or any authorized representative of DIATEAM, with documents and to certify in writing as soon as possible to DIATEAM that your use and the use by your employees of the SOFTWARE PRODUCT complies with the terms of this AGREEMENT.
DIATEAM may (upon reasonable written notice) verify that your use of the SOFTWARE PRODUCT complies with the terms of this AGREEMENT. If the conclusions of such verification or inspection reveal any unauthorized use or misuse of the SOFTWARE PRODUCT or any partial payment of applicable fees (where appropriate) contractually owed to DIATEAM, YOU shall: (i) immediately pay the amount covering your use of the SOFTWARE PRODUCT or all fees remaining to be paid to DIATEAM and (ii) reimburse DIATEAM for the costs incurred by this verification or inspection.
Export of products, software, technologies or information can be subject to controls or restrictions under the applicable laws and regulations, namely the U.S. Export Administration Act and its associated regulations, and the EC 428/2009 EU regulation applicable to dual-use items and technologies. It is YOUR responsibility to verify the existence and application of any law or regulation governing export of the SOFTWARE PRODUCT by YOU or your representatives, and to make any necessary declaration or to obtain any export authorization required. YOU agree not to export the SOFTWARE PRODUCT from any country in violation of legal or regulatory obligations or restrictions applicable to such export. If YOU or your representatives breach abovementioned legal or regulatory obligations or restrictions governing the export of the SOFTWARE PRODUCT, YOU shall cover DIATEAM and its authorized dealers against any claim or damage that any third-party (including, but not limited to, the governmental and/or international authorities and/or agencies) could request from DIATEAM and/or its authorized dealers due to such infringement by you or one of your representatives.
Your rights or obligations stated in this AGREEMENT can not be sold, sublicensed, rented, assigned, delegated, transferred or forwarded by YOU or your representatives without any prior written consent of DIATEAM. The LICENSOR can transfer this license to any company which DIATEAM would depend on or to any company which it could acquire or merge with.
The license granted to YOU by this AGREEMENT is effective as of the date of your acceptation of its terms and remains effective until its end if this license right has been granted to YOU for a limited period and this limited period is coming to an end, or when this AGREEMENT is terminated by DIATEAM or by YOU with immediate effect if, respectively, YOU or DIATEAM do not respect the obligations stated in this AGREEMENT.
In case of expiration or termination of the license right granted to YOU under this AGREEMENT, YOU commit to immediately stop using the SOFTWARE PRODUCT, and YOU shall (i) if the SOFTWARE PRODUCT has been provided to YOU in a physical form, return it, as well as all copies and related data, including, but not limited to items stored on your computer, your hard drives or your servers, namely all printed documents and their containers, to the place where you have obtained the SOFTWARE PRODUCT, and (ii) if the SOFTWARE PRODUCT has been provided to you by download, delete it, as well as all other files and electronic documents, from your computer, your hard drives, your servers or any other system containing them.
Termination of license right granted to YOU under this AGREEMENT does not modify the rights or remedies you might have obtained before said termination for the benefit of DIATEAM under this AGREEMENT, the law or any other mean.
a) This AGREEMENT, including its APPENDICES, if any, shall constitute the whole contract between YOU and DIATEAM regarding your right to use the SOFTWARE PRODUCT and supersedes any prior end-user license agreement or any prior oral, electronic or written agreement to this end.
b) Documentation is an integral part of the license granted by this AGREEMENT. In the event of a conflict between the terms of this AGREEMENT and the terms of the documentation, the terms of this AGREEMENT shall prevail.
c) In the event of a conflict, the terms of the printed version of this AGREEMENT, which may be provided with the SOFTWARE PRODUCT, shall prevail on those that might be displayed on a computer screen.
d) Any modification of the terms of this AGREEMENT will be recognized as valid and applicable only if it is made by writing and signed by your representative and the one of DIATEAM.
e) If any of the provisions of this AGREEMENT is declared null, unlawful or inapplicable by a competent jurisdiction, YOU and DIATEAM will take all necessary measures to modify it and make it legal and applicable, bearing in mind the original intent, and this modified provision shall apply fully to YOU and DIATEAM; all other provisions shall remain valid and may not be affected by this declaration of invalidity, illegality or non-applicability.
f) No failure or delay from your side or DIATEAM’s side in exercising any right or privilege under this AGREEMENT shall constitute a waiver of such right or privilege, and no single or partial exercise of such right or privilege shall prevent any other exercise of it or of any other right or privilege.
g) Titles contained in this AGREEMENT are here to help with reading and do not modify its interpretation.
h) Words in the singular form also apply to their plural form, and vice versa.
i) Sections 6, 7, 8, 9, 10, 11 and 12 of this AGREEMENT shall survive the termination of this AGREEMENT or the expiration of the license right granted to YOU under this AGREEMENT, according to Section 14.1. Moreover, provisions which are, by nature, intended to survive termination of this AGREEMENT and of the license right it grants YOU, remain in force after termination or expiration.
This AGREEMENT is exclusively governed by the laws (at federal or state level, as the case may be) of the country where the head office or main office of the LICENSOR is, except for the rules of said country for private international law.
Any dispute between YOU and DIATEAM arising out of or related to this AGREEMENT and/or the SOFTWARE PRODUCT regarding an agreement, a warranty, a tort (including negligence), strict liability, law or any other basis, and which can not be settled amicably shall in any case be settled in accordance with the law governing this AGREEMENT, defined above, by the competent courts in the city of the head office or main office of the LICENSOR, and not by any other jurisdiction, even in the case of plurality of defendants, interlocutory proceedings or remedies regarding warranty.
YOU consent and agree that DIATEAM will suffer irreparable prejudice (and damages could be inappropriate) if you violate any provision of this AGREEMENT and if this provision is not specifically applied. Therefore, in case of infringement or suspected infringement by YOU of the terms of this AGREEMENT, DIATEAM is entitled, in addition to other rights and remedies, to claim for (a) an injunction limiting the infringement, without being required to demonstrate the actual damages or to publish an injunction or any other reservation; or (b) an order requiring specific application of an applicable provision in this AGREEMENT; or (c) both, within the limitations allowed by the applicable law in the country of the head office or main office of the LICENSOR and/or, according to the context, where YOU install, copy, execute or use the SOFTWARE PRODUCT, at federal or state level, as the case may be.