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"Documentation" means all documentation and Software related materials, in English language, communicated to the Client, setting the instructions to use for the Software, whatever form these documents and materials may be.
"Error" means any occurrence that causes a specific Software application not to operate in substantial conformance with the Software’s accompanying documentation.
"Licensed Configuration" means (i) the number of computers and/or computer servers and/or virtual machines where the Software may reside on a local storage device; (ii) the maximum number of input devices, computer processes, and/or individuals accessing the Software at any given time ("Concurrent Users"), or the number of designated individuals authorized to use the Software, whether or not they are using such Software at any given time ("Subscribers"); and (iii) the number of E-mail addresses from which electronic mail is sent or received and/or which can send or receive electronic mail, documents, reports, etc. originating or terminating in Software.
"Marketplace" means Microsoft Azure Marketplace.
"Permanent License Key" means the specific password QUASARDB provides to the Client to enable his use of the Software for which he has purchased a license. Each license requires a different Permanent License Key. (Temporary license keys provided with evaluation Software must be replaced with Permanent License Keys.)
"Product Support" means the technical support the Client purchases for the Software in conformity with the product support policy located on the QUASARDB Internet web site at quasardb.zendesk.com The conditions in which QUASARDB supplies Product Support for the Software are defined under this Agreement.
"Run-time Program(s)" means Software executables and/or third party run-time Software embedded within the Software.
"Support Site" means the web site located at quasardb.zendesk.com operated by QUASARDB to provide online Product Support.
"Updates" means patches and other error corrections or minor enhancements issued from time to time to QUASARDB customers who have purchased Product Support.
"Upgrades" means a new version of the same product(s) provided to QUASARDB customers who have purchased Product Support. Upgrades do not include separately priced products that QUASARDB may release from time to time.
"Warranty" means the warranty given by QUASARDB as stipulated in the Agreement.
Provided the Client has paid the applicable license fees as per the Marketplace’s subscription modalities, QUASARDB grants the Client a non-exclusive, non-transferable right to load, store, execute and modify (only as described in the Documentation) ("Use") the object code version of the Software specifically limited to the Licensed Configuration as indicated on the Client’s order form or purchase order ("Order") when he subscribed to the Software on the Marketplace.
No Concurrent User may use the Software as a Subscriber unless such Concurrent User is also an authorized Subscriber and vice versa. The specific conditions of use of the Software by each type of user are detailed in the Marketplace’s subscription modalities.
Provided the Client has ordered and paid for Product Support, his Use of the Software includes Updates and Upgrades QUASARDB provides to the Client.
The Client may use Run-time Program(s) and create or alter tables or reports produced by the Software solely for the purposes of operating the Software.
Run-time Programs(s) used beyond the limitations pursuant to this Agreement will violate the terms of this Agreement and the Client must cease such use immediately.
Except as expressly allowed under this Agreement, the Client may not copy, alter, merge, modify, translate, adapt in any way, or prepare any derivative work of the Software.
Except as permitted by law, the Client may not reverse engineer, disassemble, decompile, or otherwise attempt to reconstruct or discover any source code (other than readily user accessible source code, if any), underlying ideas, algorithms, file formats or programming interfaces of the Software, or allow others to attempt any of the foregoing.
The Client may not loan, rent, lease, provide a service for which the Client charges a fee, license or otherwise transfer the Software or any copy thereof, to or for the benefit of a third party. The Client may not delete or change any of the proprietary rights notices of QUASARDB and its suppliers appearing on the Software or Documentation and the Client agrees to reproduce all such notices on each copy he is permitted to make under this Agreement.
In the event the Client needs to provide for interoperability with his own software or hardware, the Client must first contact QUASARDB to receive such interoperability assistance and the Client will not reverse engineer the Software on his own.
Provided the Client has paid the applicable license fees as per the Marketplace’s subscription modalities, the Client may access Software via Microsoft Azure’s website through a combination of user names and password(s) provided to him by QUASARDB. The Client shall be entirely responsible for maintaining the confidentiality of the password(s) assigned to the Client. The Client shall promptly notify QUASARDB if a password is lost, stolen, disclosed to an unauthorized third party or otherwise has been compromised. The Client shall be entirely responsible for any and all activities made under the Client’s account, including any fees or excess usage, which may be incurred under the Client’s password-protected account. The Client shall defend, indemnify and hold QUASARDB harmless from and against all damages, penalties, costs and expenses (including reasonable attorney fees) incurred by QUASARDB in connection with any suit, claim or proceeding arising or resulting from the Client’s failure to comply with the terms of this paragraph ("Password Protection").
QUASARDB guarantees the conformity of the Software to the specifications mentioned in the Documentation from the date of downloading of the Software by the Client.
Run-time licenses to certain Software owned or licensed by third parties ("Third Party Software") are necessary for the proper operation of the Software. A list of Third Party Software is available from QUASARDB. The Client is solely responsible for obtaining the required licenses, sublicenses or technical support for any Third Party Software, as well as any licenses or sublicenses for the operating system or other Software necessary to operate the Client’s hardware platform.
The Client will pay all fees which amounts and terms are stipulated on the Marketplace.
This Software License Agreement shall be valid for the duration for which the Software is subscribed by the Client via the Marketplace.
Except as indicated in section "Limited Warranty", all services, including but not limited to Product Support and training (collectively the "Services") are subject to separate fees in accordance with QUASARDB’s then current policies and fees for the applicable Services.
Provided the Client has paid to QUASARDB the applicable training fees (not included in the Marketplace’s fees), QUASARDB shall provide the Client with its Software implementation training program in conformity with QUASARDB training terms and conditions available on the QUASARDB website.
Upon request and provided the Client has paid to QUASARDB the applicable fees (not included in the Marketplace’s fees), QUASARDB shall provide the Client with assistance to data migration or specific Software developments in conformity with QUASARDB specific developments price, terms and conditions. QUASARDB shall provide the Client with a preliminary quotation for each specific Software development.
Adaptation of the Software to any operating system, software or hardware configuration, as for example to enable the Software to interface with the Client’s data bases, shall also incur additional payment upon quotation by QUASARDB.
However, such adaptation of the Software shall never be considered as specific Software developments. QUASARDB shall remain the owner of any intellectual property rights related to such developments and be free to commercialize such developments.
Provided the Client has paid the Product Support applicable fees, QUASARDB grants the Client the Product Support services as detailed below and on the QUASARDB website.
Product Support begins at the end of the Limited Warranty Period specified below.
Product Support shall be valid for the duration for which the Software is subscribed by the Client via the Marketplace.
Subject to the terms of this Agreement and timely payment of the fees described above, the Client shall have unlimited access to the Support Site via the Internet solely for the Client’s own internal use to diagnose and resolve any Errors that occur in the Software.
QUASARDB shall provide for technical assistance exclusively online (by email) from Monday through Friday, 9:00 am to 6:00 pm (local time for QUASARDB designated site) excluding French national holidays.
QUASARDB shall make its best efforts to reply to any technical assistance request within forty-eight (48) business hours of receipt of the Client’s request.
"Business hours" means the normal business hours of the QUASARDB office that supplies the support services.
The Client agrees:
QUASARDB shall support the subscribed version of the Software for not more than twelve (12) months following the general availability release of the next version.
QUASARDB will post a notification on its website before discontinuing support for a given release version.
QUASARDB will use commercially reasonable efforts to offer continued support of previous releases, but makes no promises to do so.
QUASARDB agrees to use commercially reasonable efforts to provide the Product Support purchased by the Client. If support lapses and the Client wishes to renew support at a later date, the Client must purchase support retroactive to the date of lapse, and the Client may be required to pay an additional reinstatement fee.
For any Product Support subscribed the Client undertakes to pay the applicable fees which amounts and terms are mentioned on the Marketplace. Product Support fees are non-refundable and the Client shall be responsible for and agree to pay in full any and all taxes resulting from this Agreement or any activities under this Agreement except for taxes based upon QUASARDB’s income.
If the Client modifies the Software in any way, other than as described in the Documentation, QUASARDB reserves the right, at its sole discretion, to charge and invoice the Client for the time and materials required to diagnose and remedy or attempt to remedy the problem at QUASARDB’s then current rate for QUASARDB professional services.
QUASARDB does not warrant that it will be able to successfully resolve such problems. If such modifications occur, QUASARDB reserves the right to refuse Product Support until and unless the Software has been rendered compliant with the Documentation.
For thirty (30) days from downloading the Software (or the minimum limited warranty period allowed if applicable law does not permit a 30 day limited warranty) ("Limited Contractual Warranty Period"), QUASARDB warrants that the Software will substantially conform to the Documentation.
Any misuse or unauthorized modifications of the Software, including but not limited to any and all modifications to the Software’s user accessible source code and configuration files will void this limited warranty. Further, using any Software program, of any nature whatsoever, not supplied by QUASARDB that updates or modifies the Software other than as described in the Documentation, will void this limited warranty.
Except as specifically provided herein, the Software is provided "as is" and QUASARDB makes no warranty, representation, promise or guarantee, either express, implied, statutory or otherwise, with respect to the Software or related services, including but not limited to their quality, performance, merchantability, fitness for a particular purpose and, subject to section "Indemnification" below, non-infringement of third party rights, or those arising by law, statute, usage of trade or course of dealing.
For Run-Time Programs and other software products owned by third party suppliers of QUASARDB, QUASARDB’s third party suppliers and QUASARDB on their behalf, make no warranty under this agreement express or implied, including, but not limited to the implied warranties of merchantability and fitness for a particular purpose.
QUASARDB warrants that the Product Support provided hereunder will be performed in a good and workmanlike manner.
QUASARDB does not warrant it will be able to successfully resolve any Errors.
QUASARDB will use commercially reasonable efforts to maintain availability of the Support Site during the term of this Agreement. The following events ("Contingencies") shall not count against QUASARDB when computing availability of the Support Site: (i) any latency or downtime due to the Client’s acts or omissions, (ii) acts of unauthorized third parties, (iii) scheduled maintenance, (iv) Internet latency, failures or outages, (v) third party acts or omissions over which QUASARDB has no control, and (vi) problems associated with the Client’s hardware or Software used to access the Support Site.
The Client’s sole and exclusive remedy for QUASARDB’s failure to meet the availability level stated in this section b) shall be to (i) send a message to the email address provided in accompanying documentation, or (ii) contact the Client’s QUASARDB sales representative.
QUASARDB shall have no responsibility for: (i) correcting Errors in any Software modified by the Client or any third party; (ii) Errors in the Software due to (a) failure of computer hardware, equipment or Software not provided by QUASARDB, or (b) accident, neglect, misuse, failure of electric power, adverse environmental conditions, catastrophe, negligence of the Client or improper use; or (iii) on-site technical support.
If QUASARDB establishes, in its reasonable discretion, that: (i) no Error existed; or (ii) the Error resulted from any of the circumstances described in the immediately preceding paragraph, then QUASARDB shall invoice the Client for its reasonable services in investigating or correcting the Error at QUASARDB’s then-current rate for consulting services.
QUASARDB’s entire liability and the Client’s sole and exclusive remedy for failure to meet the remedies in section "Software Warranty" above shall be limited to replacement of the Software without charge; in the event QUASARDB is unable to provide conforming replacement Software, QUASARDB shall refund the purchase price of the Software paid by the Client.
QUASARDB’s entire liability and the Client’s sole and exclusive remedy for failure to meet the limited warranty in section "Warranty" above shall be, at QUASARDB’s option, either to (i) correct the error, or (ii) help the client work around or avoid the error.
The warranty and remedies of this section are exclusive and in lieu of all others, oral or written, expressed or implied. No QUASARDB reseller, agent or employee is authorized to make modifications or additions to this warranty.
The Software is inherently complex and may not be completely free from errors. It is the Client’s responsibility to verify the Client’s work and make backup copies. QUASARDB will not be responsible for the Client’s failure to do so.
In no event will QUASARDB or QUASARDB’s suppliers will be liable for special, incidental, consequential or exemplary damages, suffered by any person including the Client or the Client’s clients, arising out of this agreement or out of the use of the Software or for services provided by QUASARDB, including, without limitation, damages or costs relating to the loss of profits, business, goodwill, data or computer programs, even if advised of the possibility of such damages, or for any similar claim against the Client by another party. The parties agree that QUASARDB’s third party suppliers will be a third party beneficiary of this Agreement.
The above exclusion of incidental and consequential damages may not be enforceable under some applicable laws, so such exclusion may not apply to the Client. Neither QUASARDB nor its suppliers will be liable for direct or other damages hereunder. The Client agrees to the allocation between the Client and QUASARDB of liability risk which is set forth in this section and which is not otherwise allocated or disclaimed by any other section of this agreement. In no case shall QUASARDB’s liability for money damages exceed the license fees paid by the Client for the Software.
QUASARDB shall not be liable for any infringement or misappropriation claims related to (i) modification of the Software; (ii) combination of the Software with hardware or Software not supplied by QUASARDB; or (iii) use of other than the most current version of the Software if the claim could have been avoided by use of such current version. QUASARDB may, at its option, (i) obtain for the Client at QUASARDB’s cost the continued right to Use the Software; (ii) replace or modify the Software so that it is no longer infringing but remains functionally equivalent; or (iii) terminate this Agreement, accept return of the Software and Documentation and refund to the Client the license fee paid less a reasonable amount for depreciation.
The foregoing states the Client’s sole and exclusive remedy and QUASARDB’s sole and exclusive liability for any alleged infringement of any third party property rights.
QUASARDB undertakes to perform its obligations under this Agreement with the diligence required by its professional practice and in the respect of its duty to inform, advise and warn the Client.
The Client undertakes to collaborate with QUASARDB by:
The Client acknowledges that QUASARDB duly informed him of all measures necessary for a proper operation and use of the Software.
QUASARDB undertakes to answer to all complementary questions that the Client may ask.
The Client agrees to keep confidential all trade secrets and other information and know-how that QUASARDB provides to the Client and identifies as proprietary or confidential, or that due to the circumstances around the disclosure, should be treated as confidential, and will make no use of such information unless permitted under this Agreement.
All ownership of and title to any intellectual property rights, including but not limited to copyrights and trade secrets, in the Software belong to QUASARDB and its suppliers and are protected by French and international copyright laws, other applicable intellectual property laws, and international treaty provisions. QUASARDB owns all rights not expressly granted herein.
QUASARDB does not wish to receive confidential or proprietary ideas, suggestions, materials or other information. The Client acknowledges that the contents of the Support Site, including without limitation, any text, Software, music, sound, graphics, photographs, video or other material contained in the Support Site ("Content"), is protected by copyrights, trademarks, service marks, patents and other laws protecting proprietary information and trade secrets; therefore, the Client acknowledges that the Client is entitled only to use this Support Site as set forth in this Agreement, and may not copy, reproduce, distribute, publicly perform, publicly display, or otherwise create derivative works from the Content without the advance written approval of QUASARDB to do so.
This Agreement shall terminate in conformity with the Marketplace’s subscription modalities.
Upon termination, (i) the Client shall immediately cease all use of the Software, return all Documentation and so certify in writing to QUASARDB, (ii) QUASARDB will immediately disable all passwords.
In the event of termination, for whatever reason, no refunds or credits of license fees will be due.
All sections of this Agreement except for section "Software use" will survive termination.
This Agreement shall be governed by the laws of France.
The competent courts of the Appeal Court of Paris have exclusive jurisdiction to settle any claim or arising out of or in connection with this Agreement or the legal relationships established by it.
The Client shall not assign this Agreement to any third party without QUASARDB’s prior written consent, which shall not be unreasonably withheld.
If any provision of this Agreement is found to be unenforceable or invalid, the balance of this Agreement shall remain enforceable according to its terms.