International vendor and integrator of industry and role-tailored solutions
FREE LOAN GENERAL TERMS AND CONDITIONS MARKETPLACE
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY AS THEY
CONTAIN IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS.
Article 1 - Loan purpose
The Customer wished, via the Platform MarketPlace set up by Microsoft, to obtain a temporary right of use for the software package (hereinafter the "Software package"), published by Prodware, under the conditions described below. These conditions constitute the binding contract between the parties.
This provision will be made within the exclusive framework of
these loan conditions, on an ad hoc basis and for the limited period decided
Prodware retains, as the author, the intellectual property rights attached to the Software package as well as all the related prerogatives.
The right of use granted to the Customer hereunder is personal, non-exclusive, non-transferable, for its own internal needs.
It should be understood by limited use limited to the Customersï¿½ internal needs, the use by Customersï¿½ qualified employees, excluding any use in office service or outsourcing.
The Customer will not acquire any intellectual property rights, nor any other rights than those conferred by the present agreement. The Customer will have to use the Software package according to its documentation.
In particular, it is forbidden for the Customer to proceed with:
ï¿½ any representation, distribution or marketing of the Software package, whether it is free of charge or expensive;
ï¿½ any form of use of the Software package in any way for the purposes of designing, producing, distributing or marketing equivalent or substitute software;
ï¿½ any intervention on the programs making up the Software package of any kind;
ï¿½ any translation, adaptation, arrangement or other modification of the Software package in particular for the purpose of creating derivative or new functionalities of an entirely new software package and / or derivative software;
ï¿½ any use for unauthorized processing by Prodware.
The Customer shall not make any direct or indirect provision of the Software package for the benefit of a third party (including its French or foreign subsidiaries), free of charge or onerous, in particular by rental, assignment or loan.
The Customer is not allowed to perform or to do performed the
Software package anomaly correction, Prodware reserving the exclusive right
to make any correction on the Software package.
It is recalled that any unauthorized use, and particularly beyond the time of the loan granted, of the Software package by the Customer is unlawful in application of the provisions of Article L. 122-6 of the Intellectual Property Code.
Article 3 - Duration of the loan
The loan is granted for a period of three (3) months from the
receipt by the Customer of its activation key, even if it seized the key with
delay, obtaining a real access to the Software package only several days
after Prodware has supplied the key to it.
Article 4 - Free loan
The loan of the Software package is granted to the Customer free of charge, exclusively within the framework defined herein.
Article 5 - Installation / Access
In case the Software package is provided in an "on premise" mode it will be provided to the Client by download, the Customer having to take care of its installation on its equipment.
In case the Software package is provided in cloud mode, the Customer will benefit from remote access under the same conditions as for D365 for operation (365 FO), via the Microsoft platform or via its host. In any case, the Customer shall, at its own expense, perform or have its partner perform the installation of the Software package on its internal computer equipment. No penalty can be applied in case of temporary unavailability of the Software package.
Article 6 - Liability
Given the terms of provision under the present, Prodware incurs no liability in the context of the present agreement, direct or indirect damages suffered by the Customer being excluded from any compensation claim. The following harms can not give rise to compensation, without this list being limited: loss of turnover, operating loss, loss of customers, loss of order, loss of profit, loss of financial return, loss of profits , breach of brand image, interruption of use or availability of data, loss of data and / or files, or any claim made by any third party against the Customer.
Article 7 - Declarations
It is the Customer's responsibility to proceed with the administrative and regulatory procedures that may be necessary to implement the Software package.
Among these mandatory steps include the requests for authorization or declarations to be made to the French Data Protection Authority, provided for by laws and regulations in force regarding the processing and processed data by the Customer.
Article 8 - Termination
Either party may, at any time and for any reason, terminate the loan. The party wishing to terminate shall notify the other party of its intention by registered letter with acknowledgment of receipt requested at least ten (10) days before the date chosen for termination.
Article 9 - Applicable Law and Dispute Resolution
This agreement is governed by French law.