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Terms used herein shall have the following definitions:
LICENSEE: The Company who has requested a Trial or Evaluation License free or charge and accepted the responsibility for ensuring that all usage of the Software complies with the terms of this Software License Agreement.
Software: The computer program(s) specified in a License Supplement and furnished by Licensor to Licensee under the terms of this Software License Agreement, including the Software documentation for such program.
LICENSE SUPPLEMENT: A supplement to this Software License Agreement specifying each Software to be licensed hereunder, including the license type, license fees and duration. A License Supplement may modify the terms of a previous License Supplement but may not modify the terms of this Software License Agreement.
ORDER: A Trial or Evaluation License order is implicit and binding when Software is downloaded from GALIGEO web or FTP sites.
2. Delivery and Documentation
LICENSOR agrees to provide executable versions of Software specified in a License Supplement. Licensee shall install the Software in accordance with documentation and materials furnished by Licensor.
LICENSOR shall provide Licensee with electronic versions of the documentation for the Software. Licensee may purchase printed copies of the documentation at LICENSOR standard prices for such printed documentation.
LICENSOR hereby grants to Licensee and Licensee accepts from LICENSOR a non-exclusive, non-transferable, free of charge license solely for evaluation purposes.
If the License is free of charge up to a limited number of users, the counting of users is with respect to LICENSEE Company and it is the responsibility of Company to ensure the limit is not exceeded. GALIGEO reserves the right to invoice Company at its standard rates the use of Licenses exceeding the free-of-charge limit.
4. Restrictions on Use
Licensee agrees not to:
i. modify, reverse compile, disassemble, or otherwise reverse engineer any Software, or allow anyone else to do so (except only to the extent such prohibition is contrary to applicable law);
ii. attempt to access or use portions of the Software code for which Licensee has not acquired a license; or
iii. except as specifically authorized herein, distribute or transfer the Software.
Licensee also agrees not to remove or destroy any proprietary markings or legends or any encrypted license keys or similar security devices placed upon or contained within any Software.
Each Software shall be used by the Licensee only for the purpose of evaluating suitability of the program for the Licensee’s proposed applications. For the avoidance of any doubt all output generated from any Software including models, input files, images including screenshots shall not be used for commercial or research purposes, publications, or presentations without the express written consent of LICENSOR. All files provided by LICENSOR and all output generated from these files shall remain the property of LICENSOR and shall not be used for purposes other than internal evaluation.
Any use of any Software for a commercial purpose or to produce meshes having commercial value, including any project or mesh of a type performed in the normal course of a business or practice, is prohibited.
Licensee shall not use any Software for the purpose of developing products which compete with the Softwares. In no event shall Licensee make all or any part of any Software available to any third person as part of a data services operation or application services provider or otherwise.
All use of any Software shall be under the direct supervision and control of the Licensee. Licensee hereby asserts to be fully cognizant of the terms and conditions of this Software License Agreement, and to have the authority to exercise such supervision and control.
LICENSOR informs that Software is not free from product keys, expiry codes, or other devices designed to prevent an illegal use of the Software at any time.
Each licensed Software shall only be used at any time on a uniquely identified computer processor (node-locked license).
Licensee understands and acknowledges that it is granted only those rights set out in this Software License Agreement and License Supplement and no other rights.
Should Licensee include any third party software as part the Trial or Evaluation for Licensee’s business purposes, which is not provided by Galigeo, Licensee agrees to be bound by the terms and conditions specific to that third party. In particular, Licensee acknowledges:
• “StreetView” is owned by Google Inc and its terms and conditions are indicated in https://www.google.com/intl/en_ALL/help/terms_maps.html and any associated URL.
Licensee acknowledges and agrees that neither this Software License Agreement nor any License Supplement grants Licensee any title or rights of ownership in any Software or any right to use, copy, transfer or disclose all or any portion of any Software except as expressly provided in this Software License Agreement and the applicable License Supplement.
All right, title, and interest in any Software and in any ideas and know-how which are developed by LICENSOR in the course of providing any technical services, including any enhancements or modifications made to a Software, shall at all times remain the property of LICENSOR. Licensee acknowledges and agrees that the Software is licensed, not sold.
The license granted under this Software License Agreement shall commence for each Software on the date that the license key for that Software has been sent to the Licensee.
Unless earlier terminated as provided in Section 12 (Termination), the license as to any Software licensed on a periodic basis shall continue until the end of the initial license period specified in a License Supplement. If no license period is specified in a License Supplement, the license shall terminate thirty (30) days from receipt of the License Key, at which time the Licensee must return or delete all copies of that Software.
7. Charges and Payment
LICENSOR will provide Licensee trial license free of all charges and fees for the period specified in a License Supplement.
LICENSOR reserves the right to change its prices, including license fees, without notice.
8. Maintenance, Enhancement and Support
Support for the duration of the trial license will be provided at LICENSOR’s sole discretion and may be conditioned upon payment of additional fees.
For a period of ten (10) years from the last date that LICENSOR delivers to Licensee any Software or any update or improvement thereto, Licensee shall
i. keep confidential and utilize its best efforts to prevent unauthorized disclosure or use of any Software, and
ii. treat all Softwares with the same degree of care as it treats like information of its own which it does not want to be publicly disclosed or the subject of unauthorized access or use, and
iii. not make or permit to be made any more copies of any Software than are necessary for the Licensee’s internal use of that Software.
The obligations in this Section shall not extend to any part of any Software which is now or hereafter publicly known by virtue of disclosures not attributable to Licensee, its agents, employees, consultants, contractors, or any other person or entity under similar restriction not to make such disclosures.
There is no express warranty provided for Trial or Evaluation license.
11. Limitation of Liability
Licensee expressly acknowledges that:
a. LICENSOR shall not be liable for loss of profit, loss of business, or other financial loss which may be caused, directly or indirectly, by the inadequacy of any Software for any purpose or use thereof or by any defect or deficiency therein.
b. LICENSOR shall not have any liability with respect to any loss or damage related to or arising from:
i. any failure of any Software to perform as specified herein except as and to the extent otherwise expressly provided herein; or
ii. any use or application of any Software or the results or decisions made or obtained by users of the Software.
c. The total of LICENSOR’s liabilities to Licensee for damages, if any, shall not exceed the amounts paid by Licensee under this Software License Agreement during the twelve (12) months preceding the assertion of Licensee’s claim.
d. No action, regardless of form, arising out of any transaction under this Software License Agreement may be brought by Licensee more than one year after the Licensee has, or by the exercise of reasonable diligence should have had, knowledge of the occurrence which gives rise to such action.
Trial or Evaluation Licenses will terminate automatically on the expiration date if not renewed pursuant to the terms of the License as further defined in Section 6 (Duration) above.
a. LICENSOR shall have the right without further obligation or liability to Licensee to terminate this Software License Agreement and Licensee’s license hereunder as to any Software.
b. The following obligations shall survive termination of the Software License Agreement for any reason: (i) Licensee’s obligations under Sections 9 (Non-Disclosure); and (ii) Paragraph (c) of this Section. Termination of this Software License Agreement will not relieve either
c. Upon the termination of this Software License Agreement as to any Software, the license and all other rights granted to Licensee as to that Software hereunder shall immediately cease, and Licensee shall immediately:
i. return that Software to LICENSOR including all documentation, manuals and copies in respect of that Software;
ii. purge all copies of that Software and any portions thereof from all CPU’s and storage media and devices on which Licensee has placed or allowed others to place that Software; and
iii. upon request provide LICENSOR with written certification that Licensee has complied with its obligations under this Paragraph 12(c).
You acknowledge that the Software incorporates confidential and proprietary information developed or acquired by LICENSOR and that you may receive or have access to other proprietary or confidential information of LICENSOR (the “Information”).
You will take all precautions necessary to safeguard the confidentiality of the Information, including without limitation: (i) those taken by You to protect Your confidential information; and (ii) those that LICENSOR may reasonably request from time to time. You will not disclose, in whole or in part, any Information to any third party. You acknowledge that any unauthorized use or disclosure of the Information may cause irreparable damage to LICENSOR. You will have no confidentiality obligation with respect to any portion of the Information that: (i) You independently developed before receiving the Information from LICENSOR; (ii) You lawfully obtained from a third party under no obligation of confidentiality, (iii) is or becomes available to the public other than as a result of an act or omission of LICENSOR or any of its employees or (iv) You are compelled to disclose pursuant to legal process provided by a court of competent jurisdiction. Under any of these circumstances, You will notify LICENSOR at least thirty (30) days before disclosing any portion of the Information to any other person.
14. General Provisions
a. Licensee shall not have the right to assign or otherwise transfer its rights or obligations under this Software License Agreement except with the written consent of the other party.
b. For end users based in the United States, this Software License Agreement and any License Supplement shall be governed by and construed in accordance with the laws of the State of New York and the parties agree to submit to the exclusive jurisdiction of the New York courts, and shall not be governed by the United Nations Convention on the International Sale of Goods. For users outside the United States, the laws of France shall apply.
c. This Software License Agreement supersedes all proposals, oral or written, and all negotiations, conversations or discussions heretofore had between the parties related to this Software License Agreement. Licensee acknowledges that it has not been induced to enter into this Software License Agreement by any representations or statements, oral or written, not expressly contained herein. The terms and conditions of this Software License Agreement shall prevail, notwithstanding any variance with the terms and conditions of any order or other instrument submitted by Licensee.
d. This Software License Agreement supersedes any and all other Software License Agreements between the parties governing Softwares.
e. This Software License Agreement shall not be deemed or construed to be modified, amended, rescinded, cancelled or waived, in whole or in part, except by written amendment signed by the parties hereto.
f. The obligations of Licensee under Sections 4 (Restrictions on Use) and 9 (Non-Disclosure) hereof are of a special and unique character which gives them a peculiar value to LICENSOR for which LICENSOR cannot be reasonably or adequately compensated in damages in the event Licensee breaches such obligations. Therefore LICENSOR shall, in addition to other remedies which may be available, be entitled to injunctive and other equitable relief in the event of the breach or threatened breach of such obligations.