The purpose of an End User License Agreement?
Sale$tratus software products and services are distributed via an international network of Certified Solution Partners (CSPs). Although the CSPs provide sales, training and first level support as well as other paid services, your SALE$TRATUS contract is with SALE$TRATUS SAS. All invoices will come from the SALE$TRATUS Accounts Dept. and all payments must be made directly to SALE$TRATUS SAS. IMPORTANT. PLEASE READ THROUGH THE FOLLOWING TERMS AND CONDITIONS OF THE END USER LICENSE AGREEMENT BELOW BEFORE YOU USE THE SOFTWARE. BY INSTALLING, COPYING, DOWNLOADING, HAVING ACCESS TO OR IN ANY OTHER WAY USING THE SOFTWARE, YOU ACCEPT THE CONDITIONS BELOW AND THIS AGREEMENT BECOMES A BINDING OBLIGATION ON YOU. BY SIGNING BELOW, IT IS AGREED THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES AND SUPERSEDES ALL OTHER PROPOSALS AND PRIOR AGREEMENTS, ORAL OR WRITTEN, BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREIN.
“Agreement” means this End User License Agreement.
“Applied Software” or “Third Party products or software” mean products or services provided by a third party which may be installed together with the SALE$TRATUS Software.
“CSP” means Certified Solutions Partner
“Implemented Software” means the implemented third party software listed in article 11 below.
“Licensee” means the customer licensing the Software in accordance with this Agreement.
“License Type” means the license types provided by Sale$tratus.
“Products” means the product SALE$TRATUS APPLICATION and/or PLATFORM provided by SALE$TRATUS as further described in article 2.1 and 2.2 below.
“Sale$tratus” means SALESTRATUS SAS
“Software” means (i) all of the contents of the files, or other media in machine-readable form provided under this Agreement, including (a) all software provided by SALE$TRATUS (b) Applied Software, (c) Implemented Software (d) Third party Software included in packages of Software, (ii) related explanatory written material or files (“Documentation”); but excluding any part of the original source code of the Implemented Software.
“Use” means to access, install, download and execute the Software in order to utilize the functionality of the Software.
2. Software License
For so long as the Licensee complies with the terms of this Agreement and makes full and timely payment of all fees and charges, SALE$TRATUS grants Licensee a non-exclusive, non-transferable license to use the Software solely for Licensee’s internal business purposes and in accordance with the following conditions:
2.1 General Use of Products
The conditions for General Use differ depending on the Product and the terms and conditions for the License Type acquired by the Licensee. SALE$TRATUS presently offers the following Products; (i) SALE$TRATUS The Licensee may install the Software in machine-readable, object code form on one (1) physical mobile device. The license is valid for one (1) SALE$TRATUS application per purchased license. One (1) user license is only valid for one (1) device (i.e. one iPad). Access to the Web PLATFORM is limited to one (1) Editor per EDITOR license. Monitoring enables SALE$TRATUS to verify licensee compliance to these usage conditions.
2.2 General Use of Supplemental products
SALE$TRATUS presently offers the following products on the following conditions: (i) Mobile User License Packages User License Packages can only be used in combination with at least one (1) SALE$TRATUS EDITOR License on the terms and conditions for the License Type acquired. Packages of software may include third party connections.
2.3 Service channel
The SALE$TRATUS Software has a built-in service channel used for automatic license key installation and updates, security announcements and other information. To be able to provide these services the following information might be transmitted and stored at SALE$TRATUS: License key information, software version, device ID.
3.1 Transfer. Except as expressly authorized in this Agreement, Licensee shall not hire out, lease, lend, assign, sublicense, distribute (electronically or otherwise), resell, sell, create any derivative works of, or otherwise transfer all or any portion of the Software to a third party, (see article 10.3 below).
3.2 Decompilation. Except as expressly authorized in this Agreement or to the extent expressly permitted by applicable law, Licensee shall not copy, modify, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software. Licensee may request permission from SALE$TRATUS to decompile the Software for purposes of fault analysis, integration planning and other internal purposes, such permission to be expressly granted by SALE$TRATUS in writing at its sole discretion.
3.3 Redirect. The Products shall not be used in solutions that use an internal redirect (automatic server side or client side re-routing of traffic).
4. Ownership and Intellectual Property Rights
4.1 SALE$TRATUS shall have sole and exclusive ownership of all right, title and interest in and to the Software, the Documentation, all copies thereof, including all copyright, trademark, patent and other intellectual property rights pertaining thereto, subject solely to the limited right and license expressly granted to Licensee herein. The entire SALE$TRATUS PLATFORM and APPLICATION are subject to both French and international legislation on copyright and intellectual property. All reproduction rights are reserved, especially for the user interface, code, design and imagery. With regard to Applied Software or Third party software included in Packages all the above mentioned rights shall be owned by the third party from whom SALE$TRATUS has acquired the right to use the Applied or Third party software, subject solely to the limited right and license expressly granted to Licensee herein. The structure and code of the Software are valuable trade secrets of SALE$TRATUS and remain the sole property of SALE$TRATUS or, respectively the third party who owns the Applied Software or Third party software. The Software is protected by International copyright legislations. Except for the limited license granted under this Agreement, the Licensee obtains no other rights in or to the Software.
4.2 SALE$TRATUS represents and warrants that it has the right to grant the license to use the Software to the Licensee on the terms and conditions of this Agreement and that the use by the Licensee of the rights herein granted will not infringe the rights of any person or entity.
The Licensee shall pay special attention to security aspects related to the Software in connection with the use of the Internet. Although data security is an ongoing priority at SALE$TRATUS, gaps in security may exist or be discovered in the Software related to such use. The Licensee shall carefully follow up and monitor developments within the field, in order to ensure security in connection with the use of the Software. Additionally, small errors or mistakes in configuration and/or installation may cause or result in security problems (i.e. saving login and password details or forgetting to logout and close the Internet browser on a machine which accesses the SALE$TRATUS PLATFORM, allowing access to a device on which SALE$TRATUS APPLICATION is installed and accessible). SALE$TRATUS has no liability for any security issues related to Licensee’s use of the Software.
6. Disclaimer and Limitation of Liability
6. Disclaimer and Limitation of Liability
6.1 The Software is delivered “AS IS”. Although special care and intensive testing in all available conditions is taken at all times, SALE$TRATUS and its CSP’s do not and cannot warrant the performance or results of the Software.
6.2 EXCEPT AS SET FORTH IN THIS AGREEMENT, SALE$TRATUS AND ITS CSP’s MAKE NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY MATTERS, AND SPECIFICALLY DISCLAIM ANY WARRANTY OF MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SALE$TRATUS DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR FREE.
6.3 UNDER NO CIRCUMSTANCES SHALL SALE$TRATUS HAVE ANY LIABILITY OF ANY KIND TO LICENSEE, ANY AUTHORIZED USER OR ANY OTHER PERSON FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOST DATA, PROFITS OR REVENUES), PUNITIVE OR OTHER INDIRECT LOSSES OR DAMAGES (EVEN IF SALE$TRATUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE) RESULTING FROM OR ARISING OUT OF (WHETHER DIRECTLY OR INDIRECTLY) ANY ACT OR OMISSION OF ANY KIND HEREUNDER BY SALE$TRATUS, ANY ACCESS TO OR USE BY LICENSEE OR ANY OTHER PERSON OF THE SOFTWARE, WHETHER BASED ON BREACH OF CONTRACT, WARRANTY, TORT, PRODUCT LIABILITY, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. UNDER NO CIRCUMSTANCES (EXCEPT AS SET FORTH IN THE NEXT SENTENCE) SHALL SALE$TRATUS’S AGGREGATE LIABILITY TO LICENSEE AND ANY OTHER PERSON FOR LOSSES OR DAMAGES OF ANY KIND ARISING OUT OF OR PURSUANT TO THIS AGREEMENT EXCEED THE AGGREGATE OF ALL FEES PAID BY LICENSEE TO SALE$TRATUS. NOTWITHSTANDING THE FOREGOING, SALE$TRATUS SHALL DEFEND, INDEMNIFY AND HOLD LICENSEE HARMLESS FROM AND AGAINST ALL THIRD PARTY CLAIMS DUE TO BREACH OF THE WARRANTY.
6.4 SALE$TRATUS shall not be liable for any faults or errors caused by any modification made pursuant to data input or third party connections. Licensee shall solely be liable for such faults and/or errors.
6.5 In regards to faults and errors in any Third Party Products, the relevant third-party terms and conditions shall apply. SALE$TRATUS shall not be liable for any faults or errors in any Third Party Products or related to use of the Software in conjunction with any such Third Party Products. The Licensee shall contact the relevant third-party supplier regarding all matters relating to such Third Party Products.
7.1 Standard system (SALE$TRATUS APPLICATION and PLATFORM) maintenance support, upgrades or updates are provided under this Agreement. All services are backed up and monitored 24/7/365. Strategic support, Technical support or Training for the Software may be provided by the CSPs from which the Licensee purchased the Software pursuant to a separate agreement. Please check with your CSP regarding any such support obligations.
8.1 In the case that Licensee is in breach of any of the provisions in this Agreement, SALE$TRATUS shall have the right to terminate this Agreement, following 3 unanswered reminders or communications with the Licensee. The account can be paused during negotiation if payments are outstanding, if illicit usage or content is detected or reported and if there is a threat to system security. Upon such termination, the Licensee shall delete all copies of the Software and will provide SALE$TRATUS certification of destruction of the Software, all copies thereof, and all materials and Documentation related thereto, at the request of SALE$TRATUS.
8.2 If SALE$TRATUS, for any reason, no longer should have the necessary licenses for the Implemented Software or the Applied Software SALE$TRATUS shall within reasonable time and with reasonable effort provide a substitute for such software. ALL SALE$TRATUS UPDATES PROVIDE A LOSSLESS UPGRADE PROCESS.
9. Governing law and dispute resolution
9.1 This Agreement shall be governed by and construed in accordance with the substantive laws of France. Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with French law.
9.2 The place of arbitration shall be France. Each party irrevocably agrees that the courts of France shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the General Conditions or its subject matter or formation (including non-contractual disputes or claims). These General Conditions and any disputes or claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of France.
10. General provision
10.1 Amendments or supplements to this Agreement must be made in written form and executed by both parties hereto in order to be valid between the parties.
10.2 This Agreement is valid for the version(s) of the Software released after January 1st 2015. SALE$TRATUS may amend the terms and conditions of this Agreement for any upcoming versions of the Software.
10.3 Notwithstanding the restrictions in article 3 of this Agreement, this Agreement shall not be assignable by Licensee except to the extent that Licensee merges, is sold, or substantially all of Licensee’s assets are sold pursuant to a transaction or series of transactions, in which case any such assignment shall not constitute an assignment or transfer for purposes of this Agreement.
11. Implemented Software
11.1 By signing this Agreement the Licensee acknowledges that the license agreements for the above listed software have been made available and that the Licensee has taken notice of said license agreements; and that the Licensee hereby accepts the terms and conditions of these license agreements to be, when applicable, binding to the Licensee.
In relation to SALE$TRATUS and the Licensee article 6, 7, 8 and 10 shall be applicable also in respect of the Implemented Software, unless the license on the specific Implemented Software explicitly states otherwise.
13. Information Collection
SALE$TRATUS will only collect personally identifiable information (such as a name, title, company name, address, telephone number, or e-mail address) that is voluntarily provided through our applications, website or e-mail correspondence. We will collect general information (such as the type of browser used, the files requested, and the domain name and country requesting the information) to improve our website and better meet customer needs. For full usage, SALE$TRATUS applications need access to the device’s CAMERA, CAMERA ROLL and RECORD AUDIO functionalities.