INTEMPORA SAS
Simplified joint stock company with
capital of 44 119 Euros
HEADQUARTERS : 19, rue Diderot, 92130
Issy-les-Moulineaux, Haut-de-Seine, FR.
PHONE : +33 (0)141 900 359
E-MAIL : info[at]intempora[dot]com
WEB : www.intempora.com
VAT : FR 24 433055340
SIRET : 433 055 340 00031 – Code NAF : 5829 C
CHAIRMAN: Tino SHULZE
MANAGING DIRECTOR : Nicolas DU LAC
PUBLISHING MANAGER: Florian MICHEL
EMAIL: webmaster@intempora.com
Intempora is a dSPACE Group Company
INTEMPORA SAS
Simplified joint stock company with capital of 44 119 Euros
HEADQUARTERS : 19, rue Diderot, 92130
Issy-les-Moulineaux, Haut-de-Seine, FR.
MANAGING DIRECTOR : Nicolas du LAC
Intempora is a dSPACE Group Company
SCALEWAY SAS
Simplified joint stock company with capital of
214 410,50 Euros
SIREN : 433 115 904 RCS Paris
HEADQUARTERS : 8 rue de la Ville l’Evêque, 75008 Paris
VAT : FR 35 433115904
DIRECTOR : Arnaud Brindejonc de Bermingham
HOST: SCALEWAY SAS BP 438 75366 PARIS CEDEX 08 FRANCE
Download the complete PDF file of (EULA) for End User Licence Agreements or read the page below.
Thank you
for choosing the accompanying software product (together with its accompanying
documentation). This license is the legal agreement (“agreement”)
between you, the end user, either individually or as an authorized
representative of the company who has acquired the software license
(collectively called “the customer” or “you”) and INTEMPORA SAS (“intempora”)
acting directly or through its authorized distributors (collectively called
“the licensor”). Please read this agreement carefully. Intempora is only
willing to provide the software license (as defined below) to you on the
condition that you accept all of the terms contained in this agreement. You
accept this agreement by installing or using the software. If you did not
acquire the software license from intempora, or an authorized intempora
distributor or affililate (“authorized distributor”), then you may
not enter into this agreement or use the software. No other party has the right
to transfer a copy of the software to you. INTEMPORA’s authorized distributors
and affiliates are listed on its web site. If you are unwilling to accept this
agreement, do not use the software. If you have already paid for the software
license without having a prior opportunity to review this agreement, and are
now unwilling to agree to these terms, you may, within thirty (30) days after
the date on which you acquired the software, return it to intempora, or the
authorized distributor from whom you acquired it, along with its original
packaging and proof-of-purchase, for a full refund. Notwithstanding anything
herein to the contrary, intempora authorized distributors do not act as agents
of INTEMPORA SAS, and such distributors may not enter into any contracts on behalf
of intempora. No authorized distributor has the authority to modify the terms
of this agreement.
A WORD TO OUR VALUED CUSTOMERS. Our goal is to help you succeed using the Software. We have crafted this Agreement to provide you the flexibility that you need to successfully develop products using the Software, while at the same time protecting Intempora’s intellectual property. If you need to use the Software in a manner that is not permitted under this Agreement, please contact Intempora to discuss alternative licensing March 2016 2/16 arrangements. If you have any questions or concerns about this license, please contact Intempora here.
The following definitions apply to this Agreement:
“Affiliated companies” refers to companies that control, are controlled by, or are under common control with another company. “Control” as used here means the ownership of more than fifty percent (50%) of such company’s capital or equivalent voting rights.
“Equipment” means a physical standalone computing unit such as a PC, an ECU or an embedded board with a CPU or SoC (System on Chip). In the context of this Agreement, a virtual machine (e.g. in a cloud architecture) exploiting several physical computing units as defined above but exposing only one virtually to the end-user is not considered as a single Equipment but as N equipments (N being the number of computing units in use behind the virtual machine).
“Dongle” means a small piece of hardware that connects to an Equipment and that is used as a form of copy protection or digital rights management to authenticate a piece of installed software.
“Evaluation purposes” means using the Licensed Software for the purpose of testing whether the Licensed Software might meet the requirements of the Customer with regard to its use for a specific project.
“Licensed Software” means computer programs, where applicable including but not limited to object code, that are or will be provided by the Licensor according to this Agreement. Unless otherwise explicitly stated hereinafter, the definition of Licensed Software also includes any enhancements, translations, modifications, updates, releases, or other changes to the Licensed Software which are or will be provided as part of the Licensor’s performance of warranty service obligations or prepaid support services according to this Agreement.
“Permanent License” means a license to use the Licensed Software in perpetuity, for which a one-time payment has been made.
“Research and Development” means the Customer’s in-house activities with the aim of creating, improving or enhancing products, services or processes, gaining or enhancing knowledge or skills, or developing prototypes. The results of such activities may provide a basis for future productive work. Any direct use of results in production or in external applications does not constitute Research and Development. “Direct use” means use as a tool or component – either as a whole or in parts – without prior complete and thorough testing and validation by the Customer.
“Server” denotes a computer program in a network that performs tasks for a client when
requested by that client, and also the hardware on which such a computer program runs.
“Software Documentation” means written information that is part of the software delivery and that describes the features and various aspects of the software’s intended operation, e.g., tutorials, user guides, and product descriptions, whether distributed in print or electronic form, that are in effect as of the date on which the Licensed Software is shipped to the Customer.
“Third Party” means any party other than the Licensor or the Customer.
The Software (exclusive of its physical packaging) is licensed. It is not sold, even
if for convenience we make reference to words such as “sale” or “purchase.” the Software is
protected by copyrights and other intellectual property rights. You agree that all worldwide
copyright and other intellectual property rights in the Software and all copies of the
Software, however made, are and remain the exclusive property of Intempora. All rights in
the Software not expressly granted to you in this Agreement are reserved by Intempora and
its suppliers. There are no implied licenses under this Agreement
For each item of Licensed Software received by the Customer, and
subject to the terms of this Agreement, the Licensor grants the Customer a non-exclusive
license to use, execute and store the version of the Licensed Software provided by the
Licensor for the purpose described in the Licensor’s software product description or
software documentation. A permanent license is granted unless the Licensor´s commercial
offer explicitly states otherwise. Except for “Runtime licenses” (see 2.4) which can be
transferred under particular conditions as detailed in section 2.7, the Software is licensed
solely for Customer’s internal use, including the provision of data processing service to
others in the normal course of Customer’s business also including use by subcontractors in
Customer premises. Through the execution of all necessary measures, Customer undertakes
to ensure that its Subcontractors comply with all the provisions of the Contract. No rights to
sublicense or distribute the Software are granted. Intempora may include features in the
Software which restrict a) unlicensed use or b) use of the Software or related data after
license expiration.
Depending on the Licensed Software (such as the
RTMaps Software for instance), the Software can enable the Customer to develop and
deploy applications. For such software, if you want to use the Software to develop
applications, then you must purchase from the Licensor one or more “Development
licenses” (also known as “Developer licenses”). If you want to use the Software to deploy
applications on a “Runtime” basis, then you must acquire, from the Licensor, a Runtime
license (also known as “Runtime license”), detailed under section 2.4. If you are a
commercial developer, or you are otherwise developing applications for distribution to third
March 2016 4/16
parties, please see Section 2.7 for details on distributing Runtime licenses to your
customers. The term “Application” means a program that you create using the Software that
has substantial added value and functionality over the Software, is not merely a set or
subset of the functions provided by the Software, and that does not directly expose the
interfaces of the Software to end users of the Application. Applications do not include
programs that substantially duplicate the capabilities of or compete with the Software
Depending on the Licensed Software, Applications may require the
Software Runtime Environment (also known as “Runtime Engine” or “Execution Engine”) to
operate on a deployment basis. The “Runtime Environment” is a subset of the Software that
does not include functionality for creating or modifying Applications. Like the rest of the
Software, the Software Runtime Environment is proprietary to Intempora, and therefore it
may not be installed or executed without a Runtime License.
NO MULTIPLEXING. Multiplexing is the use of the Licensed Software to allow multiple Users
to access a Runtime Environment concurrently while sharing a session or otherwise
consuming only a single license seat. Multiplexing is not permitted under this Agreement.
Regardless of how many tiers of hardware or software exist between Users and a Runtime
Environment, your Applications must always provide a separate persistent session for each
User who accesses the Runtime Environment, and you may only have as many sessions open
at one time as the number of Users authorized by the Licensor under which that Runtime
Environment is used. You may not combine transactions from multiple users onto a single
session. If you are concerned about how to apply these multiplexing license restrictions for a
particular Application, please contact Intempora or an Authorized Distributor in your
territory for clarification or to request an alternative license arrangement.
Depending on the Licensed Software, the Licensor may provide the
following types of licenses:
A “Dongle License” permits the Customer the use of one instance of the Licensed
Software at a time on a single Equipment, but is not fixed to a designated Equipment.
The use of the software on a specific Equipment is authorized by plugging a dongle into
the equipment’s USB port and by license files.
A “Node-Locked License” permits the Customer the use of one instance of the Licensed
Software and is fixed to one designated Equipment by the MAC address and/or hard
disk serial number and/or any combination of the above. It uses the MAC address of an
Equipment specified by the customer and license files to authorize the use of the
Software. A Node-Locked License is granted subject to the following restrictions:
A “Floating Network License” permits the Customer the use of one or more instances of
the Licensed Software on a client and is limited only by the number of licenses available
on the license server. It uses a license server and license files to authorize the use of
the Software. A Floating Network License is granted subject to the following
restrictions:
An “Evaluation License” (also known as “Demonstration” or “Demo” license) permits
the Customer to install and use a certain number of copies of the Licensed Software for
evaluation purposes and only for a limited period of time. The Evaluation License
permits the Customer the use of a limited number of software instances according to
the kind of license that was provided to the Customer and is subject to the following
restrictions:
Additionally to the License Type as defined in section 2.5, the Licensed Software may include the word “Academic” (or “University”) in the Licensor’s commercial
offer.
An “Academic License” can be granted by the Licensor only if the Customer’s organization is allowed to confer academic degrees on students and the organization’s official letter head proves the educational status, e.g., by mentioning ‘university’, ‘institute of science’, or ‘institute of technology’. Such licenses might be subject to specific discounts, but are subject to the following restrictions:
The Licensor grants you a personal, non-exclusive, nontransferable license to distribute the Runtime Environment, in object code format only,
with Applications that you create under this Agreement, so long as you purchase and
sublicense one or more Runtime licenses for each Application that you distribute to
each customer of yours.
Under Section a), you may distribute Runtime Environment through distributors, VARS and OEMs and other resellers, so long as each copy of the Runtime Environment that you distribute is bundled with or incorporated into one of your Applications, you make it clear to your resellers that the Runtime Environment is licensed not sold, and you require your resellers to comply with all of the obligations imposed on you under this Agreement with respect to the Runtime Environment.
Before you or your reseller provides a copy of the Runtime
Environment to a Customer, you or your reseller, as the case may be, must enter into a
written, legally-enforceable sublicense agreement with that Customer which:
Such sublicense agreements must name Intempora as an express third party
beneficiary. You must enforce such agreements with the same diligence that you use to
enforce similar agreements for other software that you distribute, but in no event less
than reasonable efforts. Customers need not physically sign the sublicense agreement
unless a signature is required under applicable law to create an enforceable contract
If you distribute the Runtime Environment, then you must
include any and all third party license files. You will not: (i) grant (or authorize your
resellers to grant) a Customer rights to use the Runtime Environment that are broader
than the Runtime license you have purchased for distribution to that Customer; (ii)
distribute, sublicense, lease, rent, assign, or otherwise transfer the Software to any
other party except as expressly permitted in Section (a); or (iii) distribute any
component of the Software that can be used to develop an Application based on the
Software. You must provide a valid copyright notice in your name on each Application
that you distribute with the Runtime Environment. The distribution rights of Section (a)
are personal to you and cannot be sublicensed, assigned or otherwise transferred.
You will be solely responsible for your Applications and
any services provided to your Customers. The Licensor make no warranty, and have no
obligation to provide support or other services to your Customers. You will defend and
indemnify the Licensor from any claims or liabilities arising from or related to your
Applications or Customers, including claims based on the performance or nonperformance of the Runtime Environment. You must enter into transactions with your
Customers on your own account and not on behalf of Intempora.
You may not incorporate into any Application that you distribute to
others any “open source” or other code that is licensed to you by a third party under
March 2016 8/16
the condition or requirement that any programs incorporated into, derived from or
distributed with such code be disclosed or distributed in source code form or
distributed at no charge
The Licensed Software contains a mechanism that protects it against
unauthorized use according to the applicable license type. The Customer must not
circumvent or try to circumvent the License Protection, either by using any technical means,
hardware or software, in order to eliminate, evade, duplicate or otherwise manipulate the
License Protection, or in any other way. This expressly includes the reproduction of the
Licensed Software, the bypassing of the protection mechanism by means of a virtual
machine, and the indirect use of a dongle via a device server or other network technique
such as running the Licensed Software on a server for automatic code generation or
deployment purposes. Any attempt to circumvent the License Protection is prohibited and
constitutes a material breach of this License Agreement and will be prosecuted to the
maximum possible extent.
In the event that a permanent license is granted under this Agreement,
any tangible copy of the Licensed Software and the Documentation remain the property of
the Licensor until full payment of the applicable license fee has been made. The Customer
may, however, commence using the Licensed Software and Documentation as intended
from the time of delivery.
Unless explicitly
mentioned otherwise in the Licensor’s commercial offer, the initial purchase of the Licensed
Software includes a period of 12 months of Software Maintenance and Technical Support
services following the invoice date. Software Maintenance grants the Customer the
entitlement to receive free updates for the Software. The updates are made available on the
internet for the Customer to download.
Before expiration of the initial Software Maintenance and Technical Support services, the
Customer may extend its entitlement to receive regular software updates and technical
support services by purchasing a Software Maintenance Service. The Software Maintenance
Service is subject to special Software Maintenance Service Terms and Conditions and has to
be ordered separately
You may make a reasonable number of backup copies of the
Software during the term of this Agreement so long as you do not use such backup copies
for any purpose other than to replace the original copy of the Software provided to you by
the Licensor if such copy is damaged or destroyed. You may make and authorize others to
make a reasonable number of backup copies of the Runtime Environment solely to replace
copies of Applications that are damaged or destroyed.
The Licensed Software is designed exclusively for use in research and
development. It must be put into operation exclusively by suitably trained and expert
operating personnel, under strict compliance with the safety measures described in the
software documentation. Any results obtained from or by use of the Licensed Software must
be thoroughly tested and validated by the Customer before being incorporated, distributed
or otherwise used in or in connection with any end product or application.
The Software is not fault tolerant and must not be used for any activity in which the failure
of the Software could result in loss of human life, personal injury or property damage.
You may not do (or permit others to do) any of the
following:
You may not break the Software up into
components and install the components on separate computers under a given license. Each
Runtime license under this Agreement is limited to use with the specific Application on
which the Runtime Environment is initially deployed. The Runtime Environment may not be
used with a different application, even if the end user ceases use of the initial Application.
The Licensed Software might be subject to export restrictions, including but not
limited to restrictions under German, EU and US export law, which prohibit the export or
diversion of certain products, information about the products, and direct products of the
products to certain countries and certain persons. The Customer agrees not to export any
Licensed Software or direct product of Licensed Software in any manner without first
obtaining all necessary permissions from appropriate government agencies.
Should there be reasonable grounds for suspecting that the Customer has
violated this License Agreement, the Licensor shall have the right to inspect or have an
independent auditor inspect the Customer’s facilities and records to verify the Customer’s
compliance with the terms and conditions of this Agreement, provided that such audit(s)
shall be conducted during normal business hours and in such a manner as not to interfere
unreasonably with the operations or to endanger confidential information of the Customer.
If such an inspection reveals that the Customer is not compliant with said terms and
conditions, the Licensor may exercise any or all rights and remedies provided under this
Agreement or by law, including but not limited to the right to recover the cost of such audit.
Some of the Licensed Software may contain or may
be accompanied with certain open source and other programs (“Third-Party Programs”)
licensed by third party developers (“Third Party Developers”). The use of Third-Party
Programs may be subject to special or additional terms and conditions, which deviate from
what is stated herein and which require that the Customer is provided with and adheres to
said terms and conditions. A list of terms and conditions for such Third-Party Programs can
be viewed at our website under: https://intempora.com/licenses. On accepting the
Intempora License Agreement the Customer also accepts the relevant third-party terms and
conditions mentioned hereunder.
Unless otherwise stated in said third-party terms and conditions, or where no additional
terms and conditions are provided by the above-mentioned list, the Customer has the right
to use third-party components only in association with the Licensed Software and only to
such an extent as necessary for using the Licensed Software as intended according to the
agreements between the Parties.
Should the Licensed Software infringe any thirdparty intellectual property rights, the regulations under Articles 5 – 7 below shall apply
accordingly.
Customer acknowledges that the Software is proprietary and shall remain the property of
Intempora. Customer will not disclose or make available to any third party any Software or
related information, in any form, except to its employees for purposes specifically related to
Customer’s use of the Software in accordance with this license. Customer shall take appropriate
action by instruction or signed agreements with such employees to satisfy Customer’s
obligations. Customer shall maintain records of the location of each original and copy of the
Licensed Software and shall provide such information to its Licensor on request.
The foregoing non-disclosure provisions apply to all software delivered by The Licensor (including
any diagnostic software) and shall survive any termination or cancellation of any Software
license.
The Licensor may communicate other business or technical information. If such information is
March 2016 11/16
identified at the time as proprietary, Customer will guard its confidentiality of its own proprietary
information, but at least using reasonable care. This obligation will continue for five (5) years
after receiving the information.
Nevertheless, the Customer explicitly authorizes Intempora and logo to refer to his name for its
communication and marketing actions.
This clause shall survive any termination of the present License Agreement.
The Licensor warrants that the Licensed Software has the functions and features
contained in the software product description or software documentation of the software
version that is valid at the time the license is granted. Any non-substantial variation from
the agreed functionalities, which does not impair the use of the Licensed Software as
intended according to the agreements between the Parties, shall not be considered a defect
and does not establish any warranty rights.
No other or further characters and/or features or a
purpose beyond what is stated in the software product description or software
documentation shall be deemed to have been agreed unless expressly confirmed in writing
by the Licensor. The same applies to the alleged grant of any guarantee.
Should the Licensed Software fail to have
substantial functions or features contained in the product description or software
documentation within a warranty period of 12 months from its delivery, or should the
software medium prove to be defective within this time, the Licensor, at its own discretion,
may either
Should the Licensor finally fail to correct the defect(s), the Customer may, at its own
discretion, either demand a reasonable reduction of the license fee or withdraw from the
contract.
Should the Licensed Software fail to
have substantial functions or features contained in the product description or software
documentation, or should such functions or features cease to exist during the license term,
the Licensor shall correct the defect(s) either by performing repairs or by supplying a new
version of the Licensed Software. Should the Licensor be unable to correct the defect(s)
within a reasonable period of time, i.e. a period that does not significantly impair the
Customer´s use of the Licensed Software, the Customer may demand a reasonable
reduction of the license fee depending on the severity and duration of the impact until the
March 2016 12/16
defect(s) is/are finally corrected.
This does not affect any right of the parties to terminate the contract for good cause.
Subsequent performance can
also consist of supplying a new release of the Licensed Software in the event that correcting
the defects in, or adapting the original version of, the Licensed Software (for example, by
developing a patch) is viewed as unreasonable by the Licensor, particularly in view of the
anticipated costs in relation to the product price. Following the receipt of a new release, the
Customer has a 2-week period in which to refuse to consent to subsequent performance by
means of supplying a new release. If the customer does not refuse consent within the 2-
week period, the supply of the new release is deemed to constitute subsequent
performance, provided that the new version remedies the defect that was the subject of the
complaint.
The Customer shall notify the Licensor of any defect in writing
and without undue delay. The assertion of warranty claims is otherwise excluded.
The Customer’s warranty claim shall expire if the Licensed
Software is treated incorrectly or used for a purpose for which it is not intended, or if an
attempt to modify or repair any of the Licensed Software or components is made by a
person not explicitly authorized by the Licensor to do so, unless the Customer supplies proof
that the action is not causally connected with the defect.
No claims for damages may be asserted against the Licensor (including
its legal representatives and agents) on any legal grounds whatsoever except in compliance
with the following terms:
The Licensor is liable for intentional acts and in cases where liability is mandatory by
law, including, but not restricted to, cases where product liability law applies, where
there is culpably caused injury or damage to health or loss of life, or material damage
due to the absence from the Licensed Software of features that are guaranteed by the
Licensor.
The Licensor is also liable in cases of gross negligence and in cases of slight negligence
in which an essential contractual duty is violated. A contractual duty is considered to be
essential if its fulfillment is a precondition for proper fulfillment of the agreement and if
the other party to the agreement was regularly able to rely on it being performed (also
called a cardinal duty).
In cases of damage to property or financial damage due to slight negligence, liability shall be limited to the direct damage that is typical for the contract and that might
reasonably have been predicted at the time of its conclusion.
In the event of data loss, the Licensor is liable under the conditions stated above only
for and up to the cost of recovering the data, and only on the condition that proper
data backup has been performed by the Customer
No liability is otherwise accepted. This particularly applies to consequential harm
caused indirectly by a fault, including loss of profit and nonachievement of savings.
Under certain conditions and at the Licensor´s
sole discretion, Licensed Software or services may be provided to the Customer free of
charge.
No warranty is given for software and services provided by the Licensor free
of charge. However, in the event that the Licensed Software fails to have functions or
features necessary in order to use the Licensed Software according to the contract and that
the Licensor maliciously concealed this from the Customer at the time the Licensed
Software was provided to the Customer, the Licensor shall indemnify the Customer for any
damage resulting from the Customer´s reliance on said functions or features.
The Licensor´s liability under the terms of section 7 above shall apply to
software and services provided by the Licensor free of charge with the following restriction:
Except for any liability for intentional acts, and in cases where liability is mandatory by law,
including, but not restricted to, cases where product liability law applies, where there is
culpably caused injury or damage to health or loss of life or damage due to the absence
from the Licensed Software of certain features guaranteed by the Licensor, the Licensor is
liable only for gross negligence, not for slight negligence.
The Customer agrees to defend the Licensor, to hold the Licensor harmless and
to indemnify the Licensor against any and all liabilities, losses, actions, damages, or claims
(including all reasonable expenses, costs, and attorneys’ fees) arising out of or relating to
any use of the Licensed Software by or with permission of the Customer in violation of the
terms and conditions herein
The aforesaid applies without prejudice to any other or further
remedies which may exist under applicable law
This Agreement will remain in effect until the expiration of the copyrights in the Licensed Software or
until terminated as provided below. If a particular license granted to you is for a limited term (as
indicated on the packaging that accompanies the Licensed Software or on the applicable invoice,
license certificate or other product documentation provided to you by the Licensor in connection
March 2016 14/16
with the Software, or on the screens displayed by the Software when it is initially installed), then that
license terminates upon expiration of that term. You may terminate this Agreement at any time and
for any reason, by giving written notice to the Licensor. The Licensor may terminate this Agreement,
effective immediately upon written notice to you if you (a) fail to pay any portion of the license fees
when due and fail to cure such non-payment within thirty (30) days after receipt of notice of same,
or (b) if you otherwise breach any provision of this Agreement. Upon expiration or termination of
this Agreement, you must erase or otherwise destroy all copies of the Software other than copies of
the Runtime Environment that you have distributed to Customers in accordance with this
Agreement, and your rights hereunder will immediately end. Notwithstanding the foregoing,
Sections 2.1, 2.7.e), 3.2, 4.1, and 11 will survive expiration or termination of this Agreement for any
reason. The termination of this Agreement will not affect the authorized sublicense rights granted by
you to Customers to use the Runtime Environment in or with Applications that you provide, so long
as you or your Customers have paid the applicable Runtime license fees
No rights to use Intempora’s logos or other trademarks are granted
under this Agreement. If you would like to use Intempora’s logos or other trademarks,
please contact Intempora or one of its Authorized Distributors.
Except in cases where the provisions of this Agreement differ from
the legal regulations, the latter shall apply additionally. This Agreement shall be governed by
the laws of France.
Paris, France, is agreed as the exclusive place of jurisdiction
for all disputes arising from or in connection with this Agreement, unless a different place of
jurisdiction is mandatory on the basis of legal requirements.
You will comply with all applicable export and import
control laws and regulations in your use of the Licensed Software and, in particular, you will
not export or re-export the Licensed Software, including the Runtime Environment, without
all required government licenses. You will defend, indemnify, and hold harmless Intempora
and its suppliers and Authorized Distributors from and against any violation of such laws or
regulations by you. If any approval or registration of this Agreement, or any sublicense
under this Agreement, is required with government authorities where you reside, operate
or distribute Applications, then you will secure such approval or registration at your own
expense as a condition to your right to use or distribute the Software under this Agreement.
Intempora is entrusting you to keep track of the sublicenses that you grant
to your Customers for Runtime Licenses. Therefore, during the term of this Agreement and
for one (1) year after its expiration or termination, you will keep reasonably complete
records of your distribution of the Runtime Environment (including the names and
addresses of third parties to whom you distribute the Runtime Environment) and will permit
Intempora or its representatives to review and verify those records to ensure compliance
March 2016 15/16
with this Agreement, unless such review is prohibited by applicable law, including any
privacy or other law that restricts your ability to share personally-identifiable information.
Intempora will give you at least ten (10) days advance notice of any such review and will
conduct the same during normal business hours in a manner that does not unreasonably
interfere with your normal operations. Intempora will treat your records as your
confidential information.
The parties are independent contractors
and neither party is the agent, partner, employee, fiduciary or joint venturer of the other
party under this Agreement. You may not act for, bind, or otherwise create or assume any
obligation on behalf of Intempora.
You may not assign or transfer, by operation of law or otherwise, any
of your rights under this Agreement to any third party without Intempora’s prior written
consent. Any attempted assignment or transfer in violation of the foregoing will be void.
Intempora may freely assign its rights or delegate its obligations under this Agreement.
This Agreement is in the English language, and its English language
version will be controlling over any other translation except as otherwise required by
applicable law.
Except as otherwise provided in this Agreement, the parties’ rights and remedies under this Agreement are cumulative. You acknowledge that the Licensed
Software contains valuable trade secrets and proprietary information of Intempora and its suppliers, that any actual or threatened breach by you of this Agreement by you will constitute immediate, irreparable harm for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. If any legal action is brought to enforce this Agreement, the prevailing party will be entitled to receive its attorneys’ fees, court costs, and other collection expenses, in addition to any other relief it may receive.
All waivers must be in writing. Any waiver or failure to enforce any
provision of this Agreement on one occasion will not be deemed a waiver of any other
provision or of such provision on any other occasion.
In the event that any of the above terms is or becomes invalid, the
remaining terms shall continue in full force and effect.
This Agreement constitutes the final and entire agreement
between the parties regarding the subject of this Agreement and supersedes all prior or
contemporaneous agreements, understandings, and communication, whether written or
oral. This Agreement may be amended only by a written document signed by both parties.
The terms of any purchase order or similar document submitted by you to the Licensor will
have no effect.
Any amendments or additions to this Agreement
must be made in writing and must be expressly marked as such. This also applies to this
written form requirement.
Any headings in this Agreement are included for convenient reference
only and shall not affect the interpretation of this Agreement.
Copyright (©) 2021 INTEMPORA SAS, 19 rue Diderot, 92130 Issy-les-Moulineaux, France.
