Squoring Software
End-User License and Support Agreement
Please read this document carefully. This is a legal agreement by which Squoring Technologies SAS ("Squoring") permits use of its Software products ("Squoring Software"). The user ("Customer") accepts the terms of this Agreement by taking any or all of the following actions: (a) by signing an order form or purchase order referencing either this Agreement or a Technical and Financial proposal issued by Squoring (an "Order Form"), (b) by opening the package containing the Software, and/or (c) by installing the Software on a computer ("Target Hardware").
CUSTOMER CONSENTS TO BE LEGALLY BOUND BY THESE TERMS. IF CUSTOMER DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CUSTOMER MUST NOT USE THE SOFTWARE AND MUST RETURN IT, INCLUDING ANY PRINTED ASSOCIATED DOCUMENTATION, TO SQUORING WITHIN FOURTEEN (14) DAYS TO RECEIVE A FULL REFUND OF THE PURCHASE PRICE.
1) DEFINITION
(a) "Squoring Software" includes (i) the Software identified in an Order Form or delivered with this Agreement; (ii) any authorized copies thereof; (iii) all related documentation ("Documentation") delivered with or included in that software; and (iv) any update to that software that Customer may receive from Squoring.
(b) Squoring Software is based on a traditional 3-tier architecture consisting of:
. a database and a data folder for storing project and user management data
. an application server running the "Squore Server Software" and the "License Server Software"
. a client front-end accessible through a Web Browser and a Command Line Interface to interact with the application server from a client machine
(c) Target hardware ("Target Hardware") is uniquely identified by the hardware specification and the operating system running on it.
2) LICENSE
Squoring grants to Customer, and Customer accepts from Squoring, a non-exclusive and non-transferable right and license to use the Squoring Software that is specified in the Order Form and/or that accompanies this Agreement, but only (i) in accordance with the related Documentation, (ii) subject to Customer's payment of applicable license fees and (iii) subject to the terms and conditions specified below.
Customer agrees that Customer does not have, and does not hereby acquire, any title or rights of ownership in any Squoring Software or, except for the license rights hereby granted, any right to use, copy, transfer or disclose all or any portion of any Squoring Software. The Squoring Software is protected by copyright laws and international treaties.
3) FEES
The fees for the license under this Agreement are set forth in the applicable Order Form or, if no Order Form exists, in the applicable Technical and Financial proposal issued by Squoring, or, if no proposal exists, then in accordance with Squoring current list prices.
4) USE
(a) Unless otherwise stated in a special agreement, all dissemination or commercial exploitation of Squoring Software results is strictly forbidden.
(b) The license granted by this Agreement is a license under which a maximum number of active users and projects specified in the Order Form may use the Squoring Software. An "Active User" is a physical user registered in the Squoring Software database. Active Users are not shared among several Squoring software databases. A user is active if any activity has been recorded by the Squore Server Software in the past 6 months. Activities include remote project creation, viewing of analysis results, and e-mail notification.
(c) The management and regulation of Active Users is managed by the License Server Software hosted on the Target hardware designated by the Customer.
(d) Except for continuous integration purpose, it is strictly forbidden to share the same Squoring Software login between different physical users.
(e) Customer will ensure that at least one of its employees has completed the two days on-site training course "Administrating Squoring software" given by a Squoring Software certified trainer, and that such trained employee(s) are the people within Customer's organization who are responsible for interactions with Squoring on maintenance and support matters.
(f) Customer may make a reasonable number of back-up or archival copies of the Software. Customer will reproduce all confidentiality and proprietary notices on each of these copies and maintain an accurate record of the location of each of these copies.
(g) Customer will not:
. Reverse compile, disassemble, or otherwise reverse engineer any Squoring Software, or allow anyone else to do so (except only to the extent such prohibition is contrary to applicable law).
. Remove or destroy any proprietary markings or legends or any encrypted license keys or similar security devices placed upon or contained in any Squoring Software.
. Modify or adapt the Squoring Software or create a derivative work based on or incorporate the Squoring Software into or with other software.
. Unless otherwise stated in a special agreement, distribute, sublicense, share, display, or in any manner make the Squoring Software available to any third party, with or without compensation.
. Use all or any part of the Squoring Software to create other software a principal purpose of which is to perform the same or similar functions as, or to replace any component of, the Squoring Software.
5. MAINTENANCE AND SUPPORT
(a) Depending on the type of licenses bought by the Customer, Squoring will provide support and maintenance services according to the following schedule:
i. In case of perpetual licenses bought by Customer
. Maintenance fees will be charged in addition to the price of the purchase of the Squoring Software licenses. The annual initial amount of maintenance fees will be calculated on the basis of a 20% percentage of the net list price of the software licenses purchased by the Customer.
. After one year, Maintenance and Support services will be renewed by tacit agreement of the parties, for annual periods. Before the anniversary date of each license for which Support Services are in effect, Squoring shall advise the Customer of the applicable Maintenance and Support Service fees for the coming year.
. The termination of maintenance contract will be effective only by sending a registered letter with acknowledgement of receipt denouncing the contract at least 60 days before the end of the period of validity.
ii. In case of software licenses subscription
If the license to use the software is subject to a periodic subscription, the maintenance cost for these licenses is included in the subscription price. The maintenance is so provided during all the duration of the subscription, and stops automatically at the end of the subscription validity.
(b) Conditions. Maintenance and support services as defined hereafter in paragraph 5-(c) are applicable subject to the following conditions:
. Squoring Software is covered by a valid maintenance contract for all acquired Squoring software licenses.
. Squoring Software was not modified by the Customer.
. The version of the installed Squoring Software corresponds to one of the two latest annual major updates distributed by Squoring Technologies.
. Customer engages to comply with the normal use of the software, strictly comply with the instructions given by the Squoring Technologies and to respect all provisions in the present agreement.
. Customer shall nominate from among its staff a technical coordinator and an alternate coordinator at the Customer Site(s), with up to date knowledge of Squoring licensed products usage and sufficient technical knowledge to interact with Squoring support staff. In case of change of the coordinators, the Customer will provide written notification to Squoring Technologies.
(c) Maintenance and support services include:
. Assistance from support: the online support (hot line) is available during Squoring normal business hours from 9 am to 6 pm (Central European Time) to answer the questions of the technical coordinator when technical facts encountered in the use of the Squoring Software. Support will help to identify problems and provide, where appropriate, temporary fixing patches. Contact information for support is:
- support site: https://support.squoring.com
- email: support@squoring.com
. Corrective maintenance: the corrective maintenance includes the development, to the extent commercially reasonable, of workarounds or program fixes for malfunctions submitted by Customer. Are considered as malfunctions recognized or reproducible defects resulting in distorted results compared to those defined in the software Manual and not coming from non-observance of the instructions of the said Manual.
. Updates: updates include the delivery of successive versions of the software, being either due to bug fixes or to enhancements of performances or features (this delivery does not necessarily provide new additional features). Customer will destroy any prior version before installing a new update.
. Rehost: any change of "Target hardware" implies a change of license keys and shall be subject to the prior written authorization of Squoring and to the signature by the Customer of a letter of destruction of all the license files already installed.
d) Maintenance and support services do not include:
. Time spent, after request of the Customer by Squoring Technologies staff not directly attributable to maintenance services: search for non-reproducible anomalies, malfunction due to non-compliance with the Manual without the Software itself being an issue, unavailability of the system, operating activities prior to the intervention (such as preliminary backup ...).
. Installation of the Software by Squoring Technologies.
. Additional services which do not fall within the scope of maintenance services as defined above in paragraph 5-(c).
. On-site support: Squoring may offer on-site support to Customer at additional charges
e) Procedure for the submission of requests:
. To be taken into account, Customer requests shall be sent using the support site at https://support.squoring.com
. Customer agrees to give, in support of a request for correction due to an anomaly, any information likely to facilitate the search for the causes of this anomaly, and to give for free to Squoring Technologies an open access to its premises and development stations in the day and hours necessary to perform the contract, and to ensure the conservation, under the conditions of appropriate security and condition of the latest version, of the sources of programs in case of this is necessary to enable Squoring Technologies to perform its maintenance services.
. Regarding correction of anomalies, Squoring is committed to act as soon as possible to correct the anomalies detected. Squoring will transfer to the Customer either a technique to bypass the anomaly or a patch of necessary corrections or a new version of the software.
. Any issues not resolved with the initial response will be investigated using the data provided. Below are the targeted response times for continued investigations.
- Blocker: 1 day, daily update. A request is "blocking" when the incident has a significative impact with a risk of operating loss or when datas are corrupted. The significative impact is appreciated by Squoring Technologies.
- Serious: 2 days, weekly update
- Major: 3 days, monthly update
- Minor: 1 week, monthly update
(f) Limitations
. Squoring is expressly subject to an obligation of means.
. Squoring is not required to (i) develop and release any, or any particular type of enhancements or (ii) customize the enhancements to satisfy Customer's particular requirements.
. The Updates will not include any upgrade or new version of the Products that Squoring decides, in its sole discretion, to make generally available as a separately priced item.
. Squoring will be released from any responsibility in case of breach by the Customer of any provision of this maintenance terms and conditions.
6. WARRANTIES AND REMEDIES
(a) Limited Warranty. Squoring warrants that it has the right to (i) enter into this Agreement and (ii) grant the licenses hereunder. Squoring also warrants that the Squoring Software will perform substantially as described in the Documentation during a 90 days Warranty Period. Customer acknowledges that (i) the Products may not satisfy all of Customer's requirements and (ii) the use of the Products may not be uninterrupted or error-free.
(b) Remedies. Squoring or its representative will correct or replace any defective Software. Customer acknowledges that this paragraph sets forth Customer's exclusive remedy, and Squoring exclusive liability, for any breach of warranty or other duty related to the quality of the Products.
(c) Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR REQUIRED BY APPLICABLE LAW, ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO THE PRODUCTS, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY SQUORING, ITS SQUORINGS OR REPRESENTATIVES OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, SATISFACTION AND FITNESS FOR A PARTICULAR PURPOSE) ARE HEREBY OVERRIDDEN, EXCLUDED AND DISCLAIMED.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF SQUORING TO CUSTOMER ON ACCOUNT OF ANY MATTER ARISING WITH RESPECT TO THE SQUORING SOFTWARE EXCEED THE LICENSE FEES PAID BY CUSTOMER UNDER THIS AGREEMENT.
(d) Infringement Indemnity. If an action is brought against Customer claiming that the Product infringes a patent, trade secret or copyright, Squoring will defend Customer at Squoring expense and, subject to this Section, pay the damages and costs finally awarded against Customer in the infringement action, but only if (i) Customer notifies Squoring promptly upon learning that the claim might be asserted, (ii) Squoring has sole control over the defense of the claim and any negotiation for its settlement or compromise, and (iii) Customer takes no action that is contrary to Squoring interest. If a claim described above may be or has been asserted, Customer will permit Squoring, at Squoring option and expense, to (A) procure the right to continue using the Product, (B) replace or modify the Product to eliminate the infringement while providing functionally equivalent performance, or (C) accept the return of the Product and refund to Customer the License Fee actually paid to Squoring for such Product, less depreciation based on a 5-year straight-line-depreciation schedule.
Squoring shall have no indemnity obligation to Customer under this Section if the patent or copyright infringement claim results from (i) a correction or modification of the Product not provided by Squoring, (ii) the failure to promptly install an Update or Enhancement at Squoring direction with knowledge that installation thereof would have avoided the infringement or (iii) the combination of the Product with other non-Squoring software or (iv) any unauthorized use of the Squoring Software, or (v) any version of the Software other than the latest update offered by Squoring to Customer at no additional charge.
7. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES WILL SQUORING OR ITS SQUORINGS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORSEEABLE, BASED ON CUSTOMER'S CLAIMS OR THOSE OF ITS CUSTOMERS (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF DATA, GOODWILL, USE OF MONEY OR USE OF THE PRODUCTS, INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS), ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. IN NO EVENT WILL THE AGGREGATE LIABILITY WHICH SQUORING OR ITS SQUORINGS MAY INCUR IN ANY ACTION OR PROCEEDING EXCEED THE LICENSE FEES ACTUALLY PAID BY CUSTOMER FOR THE SPECIFIC PRODUCT THAT DIRECTLY CAUSED THE DAMAGE. THIS SECTION WILL NOT APPLY ONLY WHEN AND TO THE EXTENT THAT APPLICABLE LAW SPECIFICALLY REQUIRES LIABILITY, DESPITE THE FOREGOING EXCLUSION AND LIMITATION.
8. OWNERSHIP
All trademarks, service marks, patents, copyrights, trade secrets and other proprietary rights in or related to the Products are and will remain the exclusive property of Squoring, whether or not specifically recognized or perfected under local applicable law. Customer will not take any action that jeopardizes Squoring proprietary rights or acquire any right in the Products, except the limited use rights specified in Section 4. Squoring will own all rights in any copy, translation, modification, adaptation or derivation of the Products, including any improvement or development thereof.
9. CONFIDENTIALITY
(a) Confidentiality. Customer acknowledges that the Products constitute and incorporate confidential and proprietary information developed or acquired by or licensed to Squoring. Customer will take all reasonable precautions necessary to safeguard the confidentiality of the Products, including at a minimum those taken by Customer to protect Customer's own confidential information. Customer will not allow the removal or defacement of any confidentiality or proprietary notice placed on the Products. The placement of copyright notices on these items will not constitute publication or otherwise impair their confidential nature.
(b) Disclosure. Customer will not disclose, in whole or in part, the Products or any portion thereof or other information that has been designated as confidential to any individual, entity or other person, except to those of Customer's employees or consultants who require access for Customer's authorized use of the Products, provided such consultants agree in writing to comply with the use and non-disclosure restrictions applicable to the Products under this Agreement. Customer acknowledges that any unauthorized use or disclosure of the Products may cause irreparable damage to Squoring. If an unauthorized use or disclosure occurs, Customer will immediately notify Squoring and take, at Customer's expense, all steps which may be available to recover the Products and to prevent their subsequent unauthorized use or dissemination. Squoring agrees to take the same action regarding any information designated in writing as proprietary which it receives from Customer ("Customer Information").
(c) Limitation. Neither Squoring nor Customer will have any confidentiality obligation with respect to any portion of the Products or Customer Information that (i) the receiving party knew or independently developed before receiving such Products or Customer Information under this Agreement, (ii) the receiving party lawfully obtained from a third party under no confidentiality obligation, or (iii) became available to the public other than as a result of any act or omission by the receiving party or any of receiving party's employees or consultants.
10. TERMINATION
Customer may terminate this Agreement or any Order Form, without right to refund, by notifying Squoring of such termination and returning the Product and copies thereof to Squoring. Squoring may terminate this Agreement, upon reasonable notice and without judicial or administrative resolution, if Customer or any of Customer's employees or consultants breach any material term or condition hereof. This Agreement will terminate automatically if Customer becomes insolvent or enters into bankruptcy, suspension of payments, moratorium, or any other proceeding that relates to insolvency or protection or creditors' rights.
Upon the termination of this Agreement for any reason, all rights granted to Customer hereunder will cease, and Customer will stop using Squoring Software, return or destroy all copies and so certify to Squoring in writing. The provisions of Sections 6-8 will survive the termination of this Agreement.
11. INSPECTION
During the term of this Agreement, Squoring or its representative, if in receipt of credible evidence of non-compliance, may, upon prior notice to Customer, inspect the files, computer processors, equipment and facilities of Customer during normal working hours to verify Customer's compliance with this Agreement. While conducting such inspection, Squoring or its representative will be entitled to copy any item that Customer may possess in violation of this Agreement, without disruption of Squoring business and violation of Laws and Regulations.
12. ASSIGNMENT
Customer shall not assign, delegate or otherwise transfer this Agreement or any of its rights or obligations hereunder without Squoring prior approval which shall not he unreasonably withheld.
13. MISCELLANEOUS
. Any terms and conditions of any unilateral letter, memorandum, purchase order or other writing issued by Customer shall not be binding on Squoring. Any waiver or modification of this Agreement will not be effective unless executed in writing and signed by an authorized representative of Squoring and Customer. This Agreement will bind Customer's successors-in-interest.
. This Agreement will be governed by and interpreted in accordance with the laws of France. If any provision of this Agreement is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other provisions of this Agreement, unless the Parties in good faith deem the unenforceable provision to be essential, in which case either Party may terminate this Agreement effective immediately upon notice to the other Party. This Agreement constitutes the complete and entire statement of all conditions and representations of the agreement between Squoring and Customer with respect to its subject matter and supersedes all prior writings or understandings.
