Vedicis Trial software license terms

This Trial License Agreement ("Agreement") is between Vedicis, located at 46 rue d’Amsterdam 75009 Paris, and the end user customer (individual or entity, “You”) that has requested an account on www.vedicis.com (“Account”) to perform a trial of Vedicis cloud PGW software.

Please read this agreement carefully.  by either clicking on the “registration request” button, “download,” or similar button or installing or using all or any portion of the software (as defined below), you are accepting all of the terms and conditions of this agreement. you agree that this agreement is enforceable like any written negotiated agreement signed by you. if you do not agree to all of these terms and conditions, do not download, install or use all or any portion of the software.  you are not licensed to use to the software unless you accept the terms of this agreement.

1. Definitions

Documentation: means any supporting technical documentation, specification, or user manuals that may be provided to you during the trial or that may be made available via the Vedicis website, which may be updated by Vedicis from time to time. 

Software: means the Vedicis software product(s), including, cloud software products that are provided in connection with this Agreement in object code form. Unless otherwise noted, the Software and Documentation are referred to collectively herein as "Software". 

Effective Date: means the date on which the Software is first made available to you for use via the cloud. This corresponds to the date of the Vedicis email providing your connection details.

2. License.

2.1 Grant of License. Subject to all of the terms and conditions of this Agreement, Vedicis grants you a limited, non-exclusive, non-transferable, non-sub-licensable license to use the Software (i) during the term stated in the Vedicis email providing connection details, (ii) subject to bandwidth limit stated in the same email (iii) in a trial environment, and (iv) solely for the purpose of quality assurance, testing, and integration. The Software may not be used in a live production environment under this Agreement.  Any other use of the Software is expressly prohibited.

2.2 Installation and Copies. Vedicis shall make the Software and Documentation available for download in electronic form for deployment in your own cloud or lab environment.  You may copy and install or access the Software in your development environment on only one simultaneous virtual machine.

2.3 License Restrictions. You shall not:

·  (a) copy the Software or any portion thereof;

·  (b) distribute, sell, rent, lease, sub-license or transfer any copies of the Software, or portions thereof, to a third party or allow a third party to use the Software;

·  (c) modify, decompile, disassemble or otherwise reverse engineer the Software or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of the Software by any means whatsoever if the Software to the extent the Software is not provided in source code form (except and only to the extent that applicable law prohibits or restricts reverse engineering restrictions);

·  (d) use the Software to develop services or products for sale or include any components of the Software in any product;

·  (e) use any portion of the Software to create a competitive service, product or technology;

·  (f) make the functionality of the Software available to the public in any manner;

·  (g) use the Software in a production environment;

·  (h) remove any product identification, proprietary, copyright or other notices contained in the Software; or

·  (i) publicly disseminate performance information or analysis (including, without limitation, benchmarks) from any source relating to the Software.

 

3. Ownership.

Notwithstanding anything to the contrary contained herein, except for the limited license rights expressly provided herein, Vedicis has and will retain all rights, title and interest (including, without limitation, all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Software and all copies, modifications and derivative works thereof. You acknowledge that you are obtaining only a limited license right to the Software and no ownership rights are being conveyed to you under this Agreement or otherwise.

4. Payment.

No payment from you shall be due for any Software licensed hereunder.

 

5. Term and Termination.

5.1 Term. This Agreement is effective as of the Effective Date. It terminates on the following Friday, 6pm CET. It may be subject to renewal or extension, depending on Vedicis decision. In addition, Vedicis may terminate this Agreement and/or seek injunctive relief immediately upon any breach or threatened breach by you.  In addition, either party may terminate this Agreement if the other party ceases operation without a successor.

5.2 Effect of Termination.  Upon any expiration or termination of this Agreement, you shall cease any and all use of any Software and destroy all copies thereof, and Vedicis may discontinue your Account access to the Software licensed hereunder.

5.3 No Obligation to Enter Into Further Agreement.   Nothing herein obligates either party to enter into any further agreement with the other party. 

5.4 Survival. Sections 2.3 (License Restrictions), 3 (Ownership), 4 (Payment), 5 (Term of Agreement), 6 (No Warranty), 8 (Limitation of Remedies and Damages), 9 (Confidential Information), 10 (Export Compliance) and 11 (General) shall survive any termination or expiration of this Agreement.

 

6. Disclaimer or Warranties

The software is provided "as is," without warranty of any kind, and Vedicis disclaims all warranties, whether express, implied, statutory, or otherwise, including, but not limited to warranties of title, non-infringement, merchantability, or fitness for a particular purpose. You may have other statutory rights; however, to the full extent permitted by law, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.

7. No Support.

Vedicis shall have no support or maintenance obligations with respect to the Software hereunder.  Any additional updates, upgrades, bug fixes, etc., that Vedicis voluntarily provides to you hereunder shall be “Software” hereunder and subject to this Agreement.

8. Limitation of Remedies and Damages.

In no event shall Vedicis be liable for any loss of use, lost data, failure of security mechanisms, interruption of business, or any indirect, special, incidental, or consequential damages of any kind (including lost profits), arising out of or related to this agreement or your use of the software, regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise, even if informed of the possibility of such damages in advance. 

9. Confidential Information.

Any Software, Documentation or technical information provided by Vedicis shall be deemed "Vedicis Confidential Information" without any marking or further designation. Except as expressly authorized herein, you will hold in confidence and not use or disclose any Vedics Confidential Information. You acknowledge that disclosure of Vedics Confidential Information would cause substantial harm to Vedicis that could not be remedied by the payment of damages alone and therefore that upon any such disclosure by you, Vedics shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law.

 

10. Privacy.

10.1 In order to operate and provide the Services, we collect information about you. We use and protect the information as described in our Privacy Policy. You acknowledge your use of the Services is subject to our Privacy Policy and understand that it identifies how Vedicis collects, stores, and uses certain information.

11. General.

11.1 Assignment. This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. Vedicis may assign this Agreement to any affiliate or in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of Vedicis' assets or voting securities.  You may not assign or transfer this Agreement, in whole or in part, without Vedicis’ written consent. Any attempt to transfer or assign this Agreement without such written consent will be null and void.

11.2 Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect.

11.3 Governing Law; Jurisdiction and Venue.  This Agreement will be governed by and construed in accordance with the laws of France excluding the application of its conflicts of laws rules. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is hereby specifically excluded.  If any term, provision, or portions thereof, of this Agreement shall be found to be illegal or unenforceable, then, notwithstanding, the remaining provisions of this Agreement shall remain in full force and effect and such term or provisions shall be deemed stricken and the parties shall amend this Agreement to add a replacement clause that meets the intent of the parties and is enforceable.  Each party hereby irrevocably submits to the jurisdiction of French courts  and waives any objections to any legal action or proceedings arising out of or in connection with this Agreement in such courts whether on the ground of venue or on the ground that the proceedings have been brought in an inconvenient forum.   This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

11.4 Notices and Reports. Any notice or report hereunder shall be in writing. If to Vedicis, such notice or report shall be sent to Vedicis at the address above to the attention of "Legal Department" or by email at This email address is being protected from spambots. You need JavaScript enabled to view it.. If to you, such notice or report shall be sent to the email address you provided at registration request phase.

11.5 Amendments; Waivers. No supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived.

11.6 Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. No provision of any purchase order or in any other business form employed by you will supersede the terms and conditions of this Agreement, and any such document issued by a party hereto relating to this Agreement shall be for administrative purposes only and shall have no legal effect. 

11.7 Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party's behalf without the other party's prior written consent.

11.8 Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement if the delay or failure is due to unforeseen events, which occur after the signing of this Agreement and which are beyond the reasonable control of the parties, such as strikes, blockade, war, terrorism, riots, natural disasters, refusal of license by the government or other governmental agencies, in so far as such an event prevents or delays the affected party from fulfilling its obligations and such party is not able to prevent or remove the force majeure at reasonable cost.

11.9 Third Party Code. If designated in the Documentation, the Software may contain or be provided with certain third-party code (including code which may be made available to you in source code form). Ownership, use, warranty and modification rights with respect to any such designated code shall be as expressly set forth in the Documentation, including without limitation as set forth in additional licenses applicable to such third party code and open source code, which shall take precedence over this Agreement.