You should read carefully all the terms and conditions of this Agreement between JCA S.A., ("JCA"), a French Company and you ("The LICENSEE"), before using the Software. By pressing on the button “ I Agree ”, you agree to be bound by all the terms and conditions of this Agreement. If you do not agree with the terms and conditions of this Agreement, return the Software immediately to JCA or the location where you obtained it. JCA is willing to license the enclosed Software to you only on the condition that you accept all the terms and conditions contained in this license Agreement.
1. DEFINITIONS
Software: “Evaluation” version of the program and related materials contained in the package for the platform(s) indicated on the package.
2. OWNERSHIP AND LICENSE
This is a license agreement and not an agreement for sale. JCA continues to own the Software contained in the package and all other copies that LICENSEE is authorized by the Agreement to make. LICENSEE’s rights to use the Software are specified in this Agreement, and JCA retains all rights not expressly granted to you in this Agreement.
3. RIGHTS GRANTED
JCA grants you a personal, non-exclusive, non-transferable and royalty-free license to use the Software. The Software may include one or more libraries, files or other items, for which JCA grants the LICENSEE a right of use, on the basis of the licenses given by its suppliers.
LICENSEE may:
a) Use the Software “as is” for evaluation and test purposes only on a single computer at a time
b) Make copies of the whole Software only, in machine readable form for back-up and archival purpose only, provided that LICENSEE reproduces all the proprietary notices on each copy which appear on or in the Software
c) Demonstrate the Software or any application which includes the Software, provided people that are shown the Software agree to and comply with the terms and conditions of the non-disclosure clause below.
LICENSEE may not:
a) Use the Software for production purposes
b) Derive profits from the use of the Software
c) Transfer or grant any kind of rights regarding the Software or any portions thereof in any form to any third party, without JCA's prior written consent
d) Modify, translate, reverse engineer, decompile, disassemble, create derivative works based on, or copy the Software or any part of the Software, except otherwise mentioned by the legislative measures in force
e) Remove or alter any Software identification, proprietary notices, labels or trademarks which appear on or in the Software.
f) Disclose the results of any benchmark test on the Software to any third party without JCA’s prior written consent.
g) Use the the back-up and archival copy (or allow anyone else to use such copy) for any purpose other than to replace the original copy in the event it is destroyed or becomes defective.
JCA shall have no obligation for installation, support and maintenance of the Software.
4. DISCLAIMER OF WARRANTY & LIMITED LIABILITY
The software is provided “as is” without warranty of any kind, either express or implied. In its evaluation version, the Software is known to have certain limitations. JCA does not warrant that the functions contained in the Software will meet LICENSEE's requirements or that the operation will be uninterrupted or error free.
The entire risk as to the use, quality, and performance of the Software is with the LICENSEE. Should the Software prove defective, you, and not JCA, assume the entire cost of any necessary repair. In no event, JCA will be liable for any incidental, consequential, direct or indirect damages including but not limited to the loss of data, lost of profits, or any other financial loss arising from the use of, or inability to use, even if JCA have been notified of the possibility of such damages.
5. VERIFICATION OF COMPLIANCE
LICENSEE agrees that authorized JCA representatives with little or no advance notice may verify that LICENSEE is complying with its obligations under this agreement by any mean.
6. INTELLECTUAL PROPERTY
The Software is intellectual property of JCA and/or its suppliers protected as such by French copyright law, international treaty provisions, and applicable laws of the country in which it is being used. Trademarks, logos and trade-names quoted in this Agreement, on or in the Software are the property of their respective owners. Any reproduction of the Software is only granted on the absolute condition that it contains all the legal specifications of the Software property.
7. CONFIDENTIALITY
The structure, the organization, the performances of the Software and any information clearly identified as confidential by JCA, are valuable trade secrets and confidential information of JCA and its suppliers. The LICENSEE agrees to hold these trade secrets in confidence. This article shall be applicable after the termination of the License Agreement, unless prior written agreement between the parties.
8. TERM & TERMINATION
This license is effective from the date LICENSEE receives the Software. Each party may terminate this license at anytime without cause upon written notice. This termination shall not relieve the LICENSEE from its liability to respect all the obligations claimable before the termination date.
The Agreement and the license granted hereunder shall automatically terminate at JCA’s sole discretion if LICENSEE is in breach of this Agreement. This termination shall not prevent JCA from claiming any further damages. Upon termination for any reason, the LICENSEE shall destroy or return the Software to JCA, any copy made partial or whole in its possession. Upon termination for any reason, the LICENSEE shall certify by means of a written document duly signed by a legal representative that the provisions of the present article have been respected, and this within a time limit of eight (8) days as from the date of termination.
9. MISCELLANEOUS PROVISIONS
LICENSEE shall not directly or indirectly transfer the Software to any country to which such transfer would be prohibited by any applicable export control laws. No change or modification to this Agreement will be valid unless it is in writing and is signed by a duly authorized representative of each party. If any provision of this Agreement is held to be unenforceable, the remainder of this Agreement shall continue in full force and effect. The waiver by JCA of one breach or default hereunder shall not constitute the waiver of any subsequent breach or default.
This is the entire agreement between JCA and LICENSEE relating to the contents of the Software and supersedes any other communications with respect to the Software.
The relationship between JCA and the LICENSEE is that of LICENSOR/LICENSEE. In all matters regarding to the present Agreement, the LICENSEE shall act as an independent contractor.
This Agreement will be governed by the laws in force in the country/state where you have obtained this Software. Any dispute, controversy or claim arising out of or relating to this Agreement shall be settled by adjudication before the competent courts of the country/state where you obtained this Software.
YOU ACKNOWLEDGE TO HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY THE TERMS AND CONDITIONS OF THE CONTRACT INDICATED ABOVE.
Should you have any questions, please contact JCA S.A. at +33 1 43 97 34 34.
* Notice to United States Government end users:
Use, duplication or disclosure by the US Government is subject to restrictions stated in paragraph (c) (1) (ii) of the Rights in Technical Data and Computer Software clause at 252.227-7013.
