GENERAL TERMS OF USE OF SOFTWARE AND SERVICES OF LIKPI

ARTICLE 1 – SCOPE OF THESE GTU

1.1 LIKPI is a French corporation specialized in collecting, treating and structuring data issued from the “Big Data”, freely available on the Internet, in particular those containing “log files” (hereinafter collectively designated as the « Data »). LIKPI has invented, developed and successfully tested powerful algorithms included into a software called “LIKPI BIGDATA & ANALYTICS”. This software allows LIKPI’s licensees and their users to collect, treat and structure Data issued from the “Big Data” according to their needs. LIKPI’s software “LIKPI BIGDATA & ANALYTICS” and all its existing and future modules, units, functionalities, and improvements shall be hereinafter collectively designated as the « Software ». The Software will be delivered to the Licensee through a link supplied by LIKPI to the Licensee.
1.2 These General Terms of Use (“GTU”) apply to any use of the Software and all software and services (“Services”) provided by LIKPI (“LIKPI”) to any professional user (“User”). One Licensee might have several Users, but they shall be his employees, his staff or his representatives. The right granted to the Licensee is a non-exclusive personal right, non-assignable and not transferable, to use the Software, limited to the Licensee and its Users. There are however no limits in terms of number of PCs or number of User who can use the Software within the organisation of the Licensee. Each Licensee will however be limited to only one instance of the Software. These GTU apply more generally to all relations between LIKPI and the Users. The use of LIKPI’s Services and Software is therefore necessarily and exclusively subject to these GTU.
1.3 The User certifies that he has read these GTU, fully understood them and that he has accepted them. The fact that the User uses LIKPI’s Services constitutes full and complete acceptance of these Terms by the User, without any reserve or condition. Each User shall accept and validate LIKPI’s GTU when using the Software or the Services for the first time, as well as following any modification of these GTU.
1.4 General Conditions of Licence and Services (the “GCL”) govern the relations between LIKPI and any professional licensee (the “Licensee”). It is specified that the Licensee may be both a Licensee and a User when he uses the Services by himself, in which case both these GTU and the GCL shall apply to him.
1.5 Unless expressly agreed in writing by LIKPI, no change made by the Licensee or a User to these GTU may bind LIKPI.
1.6 Specific terms agreed in a written agreement between a Licensee and LIKPI or a User and LIKPI, or specific agreements that may conflict with these GTU will prevail over the provisions of the GTU, provided they have been expressly approved in writing by LIKPI.

ARTICLE 2 – CONTRACTUAL DEFINITIONS

“Default”: shall mean any documented and repeated bug or default of the Software, which will prevent the execution of at least one of the functionalities described in the Documentation. Is therefore a Default a deviation between the operation of the Software and the expected result of the Software operation, in accordance with the descriptions of the Documentation, which is the sole contractual guidelines that applies between the parties in accordance with the present Agreement.
“Documentation” : shall mean the technical description and documentation of the Software, available online.
“Data” : shall mean all information, results, publications and more generally all data of the Licensee and/or collected by the Licensee with the help of the Software, or implemented by the Licensee into certain modules of the Software or as resulting from the use of the Software by the Licensee, and which can only be accessed by the Licensee and not by LIKPI.
“Technical Environment” : shall mean the minimum technical environment of the Licensee (systems, hardware, …), which is and remain under the sole responsibility of the Licensee and on which the Software is to be used and operated by the Licensee.
“User Names” : shall mean the user name of the Licensee (“login”) and his password (“password”) which are necessary to access to the Software, as provided by LIKPI to the Licensee following the signature of this Agreement.
“Users” : shall mean the employees, staff and representatives of the Licensee, which are the sole persons authorized to use the Software.

ARTICLE 3 – DESCRIPTION OF LIKPI’S SERVICES AND SUPPLIES

3.1 The Services refer to all services offered by LIKPI to its Licensees and Users. The Services include access to the Software and the license to use the Software granted to Licensee and its Users.
3.2 Access conditions and technical prerequisites: Prior to subscribing to the Services and using the Software, the User shall have at least internet access and a compatible and up-to-date technology allowing the use of the Software’s functionalities. The Services also require compatibility with existing browsers and updated operating systems on PCs and functional devices. In addition, all the updates of the various software used, otherwise he will not be able to use the Software and/ or the Services. No claim may be made to LIKPI by the User in the event of Software Default or Services malfunction if all or part of this Technical Environment and these technical prerequisites are not satisfied by the User.

ARTICLE 4 – FEES – TERMS OF PAYMENT

The fees applicable to the Software’s License and to the Services are those agreed between LIKPI and the Licensee. The Licensee shall pay to LIKPI all sums and fees for Services and Software license which are due.

ARTICLE 5 – TERM OF THE AGREEMENT – RENEWAL

The present Agreement will enter into force once signed by both Parties, as agreed and stated in the Specific Terms of the GCL. The Services and Software might be used by the Users as long as they have not been terminated in a way described and agreed between LIKPI and the Licensee in the GCL.

ARTICLE 6 – LIKPI’S RIGHTS

6.1 Control: LIKPI reserves the right to control all Users’ accounts of all Licensees. Each User undertakes to provide LIKPI with any required information relating to its user account upon first request. The Licensee has itself undertaken to provide LIKPI with all required information relating to its Users upon first request. In addition, LIKPI reserves the right to insert into the Software a dedicated program in order to verify that the statements made by Licensee and/or its Users are accurate and that their use comply with the Agreement.
6.2 LIKPI reserves his right to permanently suspend any User account that is the cause of fraud or breach of any of his aforementioned obligation. Only indisputable evidence of cyber-attacks on the User’s system will be accepted as an exception. Any breach of these GTU by a User may be subject to legal proceeding by LIKPI in order to se LIKPI’s damages repaired.
6.3 Advertising: LIKPI reserves the right to broadcast advertising on the Software and/or its Services in the future.
6.4 Changes to the Services: The Software and/or the Services may be modified or improved from time to time by LIKPI. In the event of a change related to LIKPI’s technological environment the User will be informed at least one (1) month before these changes will come into force.

ARTICLE 7 – WARRANTIES OF LIKPI ON THE SOFTWARE

7.1 LIKPI only warrants that the Services shall comply to their technical specifications and functionalities which are expressly warranted by LIKPI, including those in the Documentation and these GTU.
7.2 LIKPI delegates all responsibility for the use of the Services and Software to Licensees and Users. LIKPI shall have no responsibility or liability whatsoever except for the proper functioning of the Services and the Software. LIKPI gives no other warranty, express or implied, as to the value of the Software and the Services, their suitability for any use by the Users, or any future use of otherwise.
7.3 Any technical advice given by LIKPI, before and/or during the use of the Software or Services, orally or in writing, is given in good faith but without any warranty from LIKPI. LIKPI’s advice shall not relieve Licensees and Users from their obligations to test the Software and Services provided by LIKPI in order to verify that they are suitable for the intended use.
7.4 Unless otherwise expressly agreed, LIKPI’s Documentation concerning LIKPI’s Software or Services is communicated strictly for informational and indicative purposes and should not be considered as contractual or binding LIKPI.
7.5 In any case, LIKPI’s obligations remain an obligation of means or not an obligation of result.
7.6 Further, LIKPI disclaims all liability in connection with the installation and maintenance by the Licensee (or its service providers) of adapted and efficient security IT measures and protections (antivirus programs, firewall…) in order to protect his own servers, networks, Data and Technical Environment.
7.7 Any change or modification to the Software without the prior written approval of LIKPI excludes automatically any and all liabilities, warranties and guarantees of LIKPI.
7.8 Unless otherwise expressly agreed, claims for Defaults or non-conformity of the Software might only be notified to LIKPI within a period of 6 months following the delivery of the Software.

ARTICLE 8 – DEFECTS – CLAIMS – LIKPI’S LIABILITY

8.1 Taking into account the nature and complexity of the technologies implemented into the Software, each User acknowledges that the Software provided cannot be completely free from bugs or defects, and that this could result in the Software being temporarily unavailable.
8.2 Any claim by a User may relate only to an effective Anomaly of the Software and Services in their essential functionalities. In the event of Anomalies, the User undertakes to inform LIKPI without delay and at the latest within four (4) days. In the event of a Serious Anomaly of the Software, in particular – but not only – likely to cause a significant risk to the Licensee or to any user of the Software, the User undertakes to inform LIKPI immediately and in any case within forty-eight (48) hours.
8.3 LIKPI is committed to make its best commercial efforts to remedy and correct them in a timely manner. However, LIKPI does not warrant the Software’s ability to achieve all of the User’s objectives or to perform specific tasks that could not reasonably be foreseen or anticipated by LIKPI.
8.4 User’s treatment and processing of the Data obtained and/or processed using the Software is under his sole responsibility and liability.
8.5 LIKPI shall not be held liable for any damage caused by the Software and the Services provided by LIKPI to the User’s property. In any case, the User shall mitigate and limit to the maximum any potential or existing damage.

ARTICLE 9 – USERS OBLIGATIONS AND RESPONSIBILITIES

9.1 The liability of LIKPI cannot be a consequence of the decisions taken by the Licensee based on the results and Data resulting from the use of the Software by the Licensee. Further LIKPI shall not be liable in case of conflicts between a User and a Licensee, or between Users.
9.2 Each User shall choose a suitable Technical Environment that is adapted to the use of the Software and the Services before using them.
9.3 Each “User account” is unique, personal and shall not be shared with any third parties.
9.4 Each User guarantees LIKPI against any action by third parties relating to the use of the Software or the Services and the processing and use of the Data collected by the User. The User shall therefore indemnify LIKPI for all resulting damages, prejudice, legal costs, claims and request.
9.5 Each User undertakes to provide LIKPI with accurate information, including without limitation his identity and his contact details. Failure to do so incurs the User’s liability.

ARTICLE 10 – SUSPENSION OF SERVICES BY LIKPI

LIKPI reserves his right to suspend the Services or any access to the Software, or to terminate such access at any time, after having informed the Licensee and/or the User three (3) days in advance in the event of non-payment by the License or late payment.

ARTICLE 11 – SOFTWARE LICENSE

11.1 As part of the provision of the Services and access to the Software, LIKPI provides each Licensee and its Users with a license of the Software, the Licensee being able to exploit this license through its Users. Each Licensee is associated with only one instance of the Software.
11.2 This license does not result in any transfer of the Software ownership to the benefit of the Users. The provision of the Software cannot be analysed as the transfer of any intellectual property right for the benefit of Users within the meaning of the French Intellectual Property Code. LIKPI remains in any case and at any time the sole and exclusive owner of the Software and the Documentation, of all manuals, information and know-how which have been or would be communicated or provided by LIKPI. All intellectual property rights relating to the Software, the Documentation, know-how and other documents of LIKPI communicated to the Users remain the sole and exclusive property of LIKPI and shall be protected by laws, in particular by intellectual property rights and laws.
11.3 LIKPI grants to the Users, for the duration agreed to in the Agreement, a non-exclusive, non-transferable and limited license (without sub-license rights) to use the Software, for the internal use of Users only.
11.4 Any use of the Software beyond the limits of the agreed license is prohibited. Unless otherwise expressly agreed by LIKPI in writing, Users are not permitted to (i) copy the Software, (ii) provide access to third parties to enable them to use the Software, (iii) sublicense, rent or sell the Software. If third parties use the Software with the help of, or because of negligence on the part of, a User, or if that User is responsible for such use, he shall be held liable jointly and severally with that third party, including the payment of any royalties or damages that would result from such unauthorized use.
11.5 No User shall decompile or perform any reverse engineering the Software or reproduce it for the purpose of creating new applications, functionalities or to create one or more new software or services that may directly or indirectly compete against the Software and/or the Services.
11.6 LIKPI may, in the event of suspicion of a breach of its obligations by a User, conduct an audit of the Users in order to verify that they are complying with all their obligations under these GTU.
11.7 LIKPI may, in the event of a breach of its obligations by a User, suspend the license of the Licensee and/or that User, at the Licensee’s expense. This will not relieve the Licensee of its obligation to pay any royalties related to the license of the Software.

ARTICLE 12 – CONFIDENTIALITY

12.1 All information supplied by LIKPI to the User, orally or in writing, concerning the Software, Services, products, concepts, ideas, strategies, processes, specifications, documents, designs, calculations, software, plans and samples, including or not his know-how, his intellectual property, his data and other legal, technical, commercial, or financial information (the « Information ») shall be treated as strictly confidential by the User and shall not be disclosed to any other party. Such Information shall be used by the User for the sole purpose of the good performance of the Software or the Services.
12.2 This confidentiality undertaking will remain valid for the whole duration of the contractual relationship between the parties and for a period of five (5) years following the end of such relationship.
12.3 All results and Data generated by the Licensee and/or the User with the help of the Software are and remain confidential information of the Licensee.

ARTICLE 13 – INTELLECTUAL PROPERTY

13.1 Intellectual property: LIKPI is the exclusive owner of all intellectual property rights relating its trademarks, Software, Documentation, web site and its content. Without prejudice to the provisions of this article, none of the provisions of these GTU may be interpreted as an assignment, transfer, sale, loan, lease, an authorisation of exploitation granted by LIKPI for the benefit of the User outside the license of the Software which is expressly consented to this User.
13.2 LIKPI licensee: LIKPI grants the User a personal right to use the Software and Services, which is non-exclusive, revocable, non-transferable, worldwide and free of charge. Such right shall be limited to the User’s own purpose, in connection with the Services, to the exclusion of all other purposes. The User expressly undertakes that the use of the Software and/or Services by him does not in any case infringe LIKPI’s rights and in particular that this use does not constitute an act of infringement, or unfair competition.
Regarding the Services, are strictly prohibited:
The communication of a User’s codes and identifiers to third parties, it being understood that the use by third parties of a User’s personal identifiers entails the obligation to pay the amounts due for any relating subscription ;
Any other use having the effect of making the Services available to third parties, free of charge or in return for payment, in particular the resale of the Services.
13.3 Unless otherwise agreed, LIKPI shall retain ownership of all Information that may be used in connection with the Services. The User undertakes to return such Information to LIKPI as soon as possible upon LIKPI’s written request in case of termination of the relationship between the Parties.
13.4 The property rights and copyrights on all software, trademarks, logos, and other documents delivered or communicated to a User by LIKPI also remain the exclusive property of LIKPI, and unless otherwise agreed, the User shall refrain from affixing his trade names or marks thereto. Such confidential information will not at any time be communicated to third parties without LIKPI’s prior written consent.

ARTICLE 14 – PERSONAL DATA

14.1 Data of the User: The User has been informed that some of his personal data (name, first name, address, email address, IP address) might be collected by LIKPI. This is necessary for the good performance of the Software license and Services. This data will be used by LIKPI solely within the frame of their contractual relationship between licensor and Licensee and for the needs of this Agreement. This data will only be used by LIKPI and its subcontractors or suppliers. In case of litigation, such data might by communicated to any relevant jurisdiction and to other parties. The data controller within LIKPI is available through email (contact@likpi.com) or by post at the address of LIKPI’s head office below. Unless the User gives its express approval, LIKPI will not use such data for any other purpose not foreseen in this clause. LIKPI shall not sell, lease, or provide to third parties personal data collected by him in connection with this clause. LIKPI shall keep such data for the whole duration of this Agreement and for a period of maximum de 3 years after its termination.
The User has a right of access, rectification, erasure, limitation and opposition to the processing and the right to the portability of his personal data collected by LIKPI. This right, since it does not preclude the purpose of the processing, may be exercised by sending a request by post or email to the data controller whose contact details are indicated herein. The response time is a maximum of one month. The refusal shall be justified and in case of refusal the Licensee may refer the matter to the CNIL (3 place de Fontenoy, 75334 PARIS) or to a judicial authority.
14.2 User’s personal data provided by the Licensee to LIKPI: Given that LIKPI shall necessarily have to process the personal data of the Licensees’ Users (name, first name, email address, IP address …), the Licensee has warranted LIKPI that he will ensure that its employees fully comply with legal and regulatory provisions applicable to the collection, processing and provision of LIKPI’s personal data. LIKPI’s responsibility cannot be sought as such.
14.3 Rights of the User over his Data: The User has a right to access, transfer, rectify, delete, limit and oppose to the treatment of any personal data collected by LIKPI. These rights, can be exercised by sending a written demand sent to LIKPI at the address indicated in the Specific Terms. LIKPI shall respond within one month. In case of refusal, the Client might contact the CNIL (3 place de Fontenoy, 75334 PARIS) or any competent jurisdiction.
14.4 Undertakings of the User: The User warrants to LIKPI that it complies with all his obligations in connection will all applicable laws and regulation regarding the treatment and protection of personal data and that it has clearly informed all persons whose data have been collected about any and all uses of these data. The User shall be and remain the sole responsibility and liability over the treatment and use of his Data. He warrants that he has collected all required consents and obtained lawfully all necessary rights to use such Data and their content. As a consequence, the User shall indemnify, defend and hold harmless LIKPI from and against any and all obligations, costs, loss, damages, claims, attorney’s fees and liability of any character in any way arising from or relating to (i) any breach of this Agreement by the User and/or (ii) any breach of law or regulation by the User, in particular those relating to the protection of privacy and personal data, and/or (iii) any breach of representation or warranty made by the User.
14.5 Safety: The Parties shall take all reasonable measures in order to ensure the security, integrity and safety of Data and Information received from the other in order to make sure that they are not damaged, changed or communicated to unauthorized third parties. The parties shall enforce technical and organisational measures in order to prevent any unauthorized or fraudulent access or use of the data to which they have access in order to prevent any loss, alteration or destruction of such data.

ARTICLE 15 – FINAL TERMS

15.1 The permanent or temporary failure by either Party to exercise any right arising from these GTU shall not be deemed to be a waiver of such right.
15.2 If any provision of these GTU is completely or partially invalid (or has been omitted), the validity of the remaining provisions shall not be affected. In such a case, the parties shall arrange in good faith that the invalid (or omitted) provision will be replaced (or completed) by another provision which reflects the economic intend as closely as possible.
15.3 LIKPI may regularly modify these GTU, in which case each User will have to accept the new version of these GTU.

ARTICLE 16 – APPLICABLE LAW AND LITIGATION

16.1 The laws of France shall exclusively and solely apply to these GTU, for all matters concerning them, including their interpretation, performance, non-performance and termination.
16.2 Should a dispute arise between the Parties, they shall try to promptly find, in good faith, an amicable solution and try to reconcile before any legal action. To that effect, the claiming party shall state its claims by registered mail with acknowledgment of receipt to the other party and suggest holding a meeting. Failing reaching an amicable solution within a two-month period following the receipt of the written claim notice, the dispute shall be brought exclusively to the business court of Thionville (Chambre Commerciale du Tribunal Judiciaire de THIONVILLE), France.

ARTICLE 17 – LIKPI’S CONTACT DETAILS

LIKPI SAS – Registered in the Commercial Register of Thionville, France, under the number 918 220 138
Head office: 2 boulevard Henri Becquerel
Espace Cormontaigne – 57970 YUTZ – France
Email: contact@likpi.com