So Smoothly

License agreement

LICENSE AGREEMENT
(THIS IS A LICENSE AND NOT A SALE)
IMPORTANT READ CAREFULLY

THIS IS A LICENSE AGREEMENT (“AGREEMENT”) BETWEEN THE DENIS DELCROIX IDENTIFIED ON EXHIBT A ATTACHED HERETO AND MADE A PART HEREOF AND YOU, THE BUYER IDENTIFIED ON EXHIBT A. PLEASE READ IT CAREFULLY AS IT GOVERNS YOUR USE OF THE INTELLECTUAL PROPERTY IDENTIFIED ON EXHIBT A (“INTELLECTUAL PROPERTY”). BY CLICKING ON THE “I AGREE” BUTTON FOLLOWING THIS AGREEMENT, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT ON BEHALF OF YOURSELF PERSONALLY OR THE ENTITY BY WHICH YOU ARE EMPLOYED AND ARE REPRESENTING AND WARRANTING THAT YOU HAVE ADEQUATE LEGAL POWER THE ENTITY BY WHICH YOU ARE EMPLOYED. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OR DO NOT UNDERSTAND, INC. IS NEITHER A PARTY TO THIS AGREEMENT NOR A THIRD PARTY BENEFICIARY.

1. LICENSE. Subject to your payment of the License Fees, Denis Delcroix grants to you a non-exclusive, non-transferable, license to use the Intellectual Property as set forth on Exhibit A.

2. COPYRIGHT, TRADEMARK AND OWNERSHIP. The Intellectual Property is owned by Denis Delcroix and its licensors and is protected by French copyright laws and international treaty provisions. You acknowledge and agree that except for your limited right to use the Intellectual Property as granted in Section 1 above, Denis Delcroix and its licensors have and shall retain the entire right, title and interest in and to all intellectual property rights arising from or relating to the Intellectual Property and all copies thereof, partial or complete, and whether or not merged into other materials. You shall not use the trademarks, service marks, logos, brand source distinctions and trade names of Denis Delcroix without Denis Delcroix prior written consent.

3. COPY AND OTHER RESTRICTIONS. You shall not copy the Intellectual Property except to make one copy of the Intellectual Property exclusively for inactive backup or archival purposes. You shall not modify, reverse engineer, de-compile or disassemble the Intellectual Property, or create derivative works based upon the Intellectual Property. You shall not use the Intellectual Property in a timesharing arrangement not encumber, rent, lease, transmit, distribute or transfer the Intellectual Property to any third party for any purpose without Denis Delcroix prior written consent. Transfer of Intellectual Property outside the country in which it was originally delivered to you is not permitted without Denis Delcroix prior written consent and it subject to your compliance with all applicable export restrictions. You shall not remove any product identification, copyright notice or other notices or proprietary restrictions from the Intellectual Property. Upon reasonable notice to you, Denis Delcroix shall have the right to inspect your use of the Intellectual Property and audit your relevant records to verify your compliance with the terms of this Agreement.

4. FEES. The license fees for the Intellectual Property (“License Fees”) are as set forth on Exhibit A and are due and payable in full at the time of execution of this Agreement. You expressly agree that the license terms herein shall be valid only after you have made payment in full and such payment has cleared. Your use of the Intellectual Property without completing full payment of the License Fees shall constitute a material breach of this Agreement. You shall pay all applicable sales, use, personal property, or similar taxes, tariffs or governmental charges.

5. TERMINATION. Denis Delcroix shall have the right to terminate this Agreement and your right to use the Intellectual Property immediately upon your breach of this Agreement. Upon termination, you shall cease using the Intellectual Property and shall return to Denis Delcroix all copies of the Intellectual Property. Termination of this Agreement shall not limit Denis Delcroix from pursuing any other remedies available to it, including, but not limited to, injunctive relief, nor shall termination relieve you of your obligations to pay Denis Delcroix all License Fees and other sums accrued prior to the effective date of termination.

6. NO WARRANTY. DENIS DELCROIX MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED (EITHER IN FACT, STATUTORY OR BY OPERATION OF LAW) WITH RESPECT TO THE INTELLECTUAL PROPERTY, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY AND SUITABILITY, ALL OF WHICH ARE EXPRESSLY DISCLAMIED.

7. LIMITATION OF LIABILITY AND EXCLUSION OF CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL DENIS DELCROIX TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE INTELLECTUAL PROPERTY (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, MISREPRESENTATION, INFRINGEMENT OR OTHER CONTRACT OR TORT CLAIMS) EXCEED THE AMOUNT OF DAMAGES ACTUALLY INCURRED BY YOU UP TO THE AMOUNT OF THE TOTAL FEES PAID BY YOU TO DENIS DELCROIX FOR LICENSES DURING THE MOST RECENT 12 MONTH PERIOD. UNDER NO CIRCUMSTANCES SHALL DENIS DELCROIX BE LIABLE TO YOU, END USERS OR ANY OTHER ENTITY OR THIRD PARTY FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, RELIANCE OR COVER DAMAGES (INCLUDING LOST PROFITS, LOST SAVINGS AND STATUTORY DAMAGES) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF DENIS DELCROIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The foregoing limitations allocate the risks between Denis Delcroix and you and shall apply notwithstanding any failure of essential purpose of any limited remedy.

8. INDEMNIFICATION. You shall indemnify, defend and hold Denis Delcroix harmless from and against any and all claims, losses, costs, damages and expenses (including reasonable legal expense), resulting from or arising out of: (a) your breach of this Agreement; (b) your unauthorized use of the Intellectual Property; (c) your activities after Denis Delcroix has notified you that such activities may result in the infringement of the intellectual property right of any third party; (d) your use of the Intellectual Property other than as set forth in written instructions supplied by Denis Delcroix with respect to the use, operation, or combination of the Intellectual Property on or with third party intellectual property, data, equipment, or documentation; or (e) any claim that the Intellectual Property or the use thereof infringes upon, misappropriates or violates any patents, copyrights, trade secret rights or other proprietary rights of a third party if such claim results from or relates to: (i) a modification of the Intellectual Property which modification is not authorized in writing by Denis Delcroix, (ii) in whole or in part results from or relates to the combination of the Intellectual Property with software, hardware or equipment or intellectual property not provided by Denis Delcroix if the Intellectual Property alone would not be the subject of such claim; or (iii) your use of the Intellectual Property other than as set forth in the written instructions supplied by Denis Delcroix, if any. Denis Delcroix may employ counsel, at its own expense, to assist it with respect to any such claim, provided that if you do not elect to control the defense of such claim, the reasonable costs and expenses of Denis Delcroix counsel shall be borne by you.

9. GOVERNING LAW; COMPLETE AGREEMENT. THIS AGREEMENT CONSTITUTES THE COMPLETE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE INTELLECTUAL PROPERTY AND GOVERNED BY THE LAWS OF THE FRANCE, WITHOUT GIVING EFFECT TO PRINCIPLES GOVERNING CONFLICTS OF LAW. IT SHALL NOT BE GOVERNED BY THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS, THE APPLICATION OF WHICH IS EXPRESSLY EXCLUDED. You agree to submit to the exclusive jurisdiction of the French Court sitting in Saintes, for any action; suits or proceedings arising out of or relating to this Agreement, waive the right to a jury trial with respect to any action or claim arising out of or relating to this Agreement and waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement in such courts. The terms of this Agreement supersede the terms of any purchase order, order letter or other document issued or signed by you to authorize your license of the Intellectual Property. Any preprinted terms on or attached to any purchase order or similar document produced by you shall be null and void. If any provision of this Agreement is held to be eliminate its unenforceability, and all other provisions shall remain unaffected. You shall not assign this Agreement nor any license granted hereunder without the prior written consent of Denis Delcroix.