PRODUCTIVITY AND CONNECTIVITY MODULES
License Agreement


WARNING !
You should read carefully all the terms and conditions of this Agreement between Analyses Conseils Informations - A.C.I. (ACI), a French public company, and yourself (the "LICENSEE").
If you do not agree with these terms and conditions, return the program with the unopened media envelope and the CD Rom, the documentation and all other material in the package along with proof of payment to the place of purchase for a refund. 
We are willing to license the enclosed Software to you only on the condition that you accept all the terms contained in this license agreement.

1. OWNERSHIP AND LICENSE
This is a license agreement and NOT an agreement for sale.
ACI continues to own the copy of the Softwares contained in the package and all other copies that LICENSEE  is authorized by the Agreement to make.
CLIENT's rights to use the Software are specified in this Agreement, and ACI retains all rights not expressly granted to you in this Agreement. 

2. RIGHTS GRANTED
ACI grants the LICENSEE, a personal and non-exclusive right to use the programs contained in the package and related documentation (the "Software")

* Standalone Computer - Single Installation 
(hereinafter :ÓALT 1Ó)
For the platform(s) and the number of terminals indicated on the diskette(s) labels or other materials for which ACI has received appropriate license fees from LICENSEE in the terms and conditions below.

* Network. Per concurrent users.
(hereinafter ÒALT 2")
For the platform(s) and the number of concurrent users indicated on the diskette(s) labels or other enclosed materials, in the terms and conditions below.
The number of concurrent users means the maximum number of simultaneously connected users who are authorized by LICENSEE at a given point in time for which ACI has received appropriate license fees from LICENSEE.

ALT 1 and 2:
The Software may include one or more libraries, files or other items intended to help you use the Software. ACI grants the LICENSEE the right to use these libraries, files and other items provided you comply with the terms of this agreement, on the basis of the licenses given by its suppliers. You should refer to the Documentation and the "Read me" file included in the Software for additional information.

LICENSEE  may:

ALT 1:
a) Install and use the Software on any micro-computer and provided that the Software is used only one micro-computer at time.
b) Transfer the Software from one micro-computer to another, provided that the Software is used on one micro-computer at a time.

ALT 2:
a) Install and use the Software solely for internal data processing operations on one micro-computer ("server computer") and on client computers in a single client/server computer network; client/server computer network refers to arrangements in which several microcomputers ("client computers") are connected to another computer ("server computer")  dedicated to managing communications, storing common data in a database and providing database services  requested by the client computers.
b) Transfer the Software from one server computer to another, provided that the Software is used on one server computer at time.

ALT 1 and 2:
c) Install and use  the Software on only one server computer at a time.
d) Use the Software  on as many client computers as necessary in order to satisfy for your own needs, provided Software is used  by no more than the maximum of concurrent users. 
e) Transfer the Software on a hard disk only for use as described above provided that you do not use the original diskettes on another computer at the same time and that LICENSEE can immediately prove ownership of the original diskettes. 
f) Make one (1) copy of the Software  for back-up and archival purposes and in executable form only, provided that LICENSEE reproduces all the copyright, trademark and other proprietary notices which appear on or in the Software.
g) Transfer all the LICENSEE's right to use the Software to a third party, provided that you transfer this Agreement, the Software including all copies, updates and prior versions, and all documentation to such third party and provided that you retain no copies.  Such transfer involves the termination of the license granted to LICENSEE who has no longer any right to use the Software.  

LICENSEE may not:
a) Rent, share the Software or grant any kind of rights, regarding the Software or any portion thereof (except the rights granted in article 2)  in any form to any  third party without the prior written consent of ACI, which if given, is subject to the conferee's consent to the terms and conditions of this license.
b) Modify, translate, reverse-engineer, decompile, disassemble partially or completely the Software, except otherwise mentioned by the legislative measures in force.
c) Remove or alter any Software identification, proprietary notice, labels or trademarks which appear on or in the Software.
d) Use the back-up and archival copy (or allow anyone else to use such copy) for any  purpose other than to replace the original copy in the event it is destroyed or becomes defective.
e) Disclose the results of any benchmark or other test of the Software, without ACI's prior written consent.

ALT 1:
Any installation of the Software on a network server is forbidden.
If you wish  to use the Software on more than one micro-computer, you must obtain an additionnal license, subject to ACIÕs standard fees in effect at the time of order.
Transfer to another operating system to ACIÕs standard fees in effect at the time of such transfer.

ALT 2:
Transfer to another operating system and/or use of the Software with more concurrent users, are subject to ACI's standard fees in effect at the time of such transfer/upgrade.

3. TECHNICAL SUPPORT SERVICES AND UPDATE RIGHTS
If you want to obtain technical support services and update rights to the Software from ACI, PLEASE REGISTER THE SOFTWARE, BY APPROPRIATE MEANS AS SOON AS POSSIBLE.
If you purchase an updated version of the Software, it constitutes a single product with the Software you updated. 
If the package contains an update, LICENSEE agrees to use the enclosed for the purpose of replacing the previous Software release license acquired by LICENSEE, to destroy and not use/not permit the use of any previous version in your possession.  

4. LIMITED WARRANTY & LIABILITY
ACI exclusively warrants that the Software is recorded on a media free from defects in materials and workmanship under normal use and service for a period of ninety (90) days from the date of delivery as evidenced by a copy of the sales receipt, provided that LICENSEE return the Software to the location where the Software was obtained.  
In case of such failure, ACI's entire liability and LICENSEE's entire remedy shall be at ACI's option, either:
a) the replacement of the diskette(s), being agreed that the replacement software will be warranted for the remainder of the original warranty period.
b) the refund of the license fee paid for the Software and the termination of this contract. 
However, if the failure has resulted from an accident or an abuse or misapplication, ACI shall have no responsibility to replace the diskette or refund the license fee. 
THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED AND INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE AND NON-INFRINGEMENT TO THIRD PARTY RIGHTS.
More specifically, ACI does not warrant that the functions included in the Software will meet your requirements or that the operation will be uninterrupted or error free. The entire risk as to the use, quality, and performance of the Software is with LICENSEE. 
NEITHER ACI NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE DESIGN, PRODUCTION OR DISTRIBUTION OF THE SOFTWARE WILL BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, DIRECT OR INDIRECT DAMAGES CAUSED TO YOU, ANY USER OR THIRD PARTY, INCLUDING BUT NOT LIMITED, TO THE LOSS OF PROFITS, LOSS OF DATA OR ANY OTHER FINANCIAL LOSS ARISING FROM THE USE OF THE PROGRAM OR INABILITY TO USE IT EVEN IF ACI HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, ACI'S LIABILITY SHALL NOT EXCEED THE AMOUNT OF MONEY IN APPLICATION OF THIS LICENSE OF AGREEMENT.

The foregoing does not affect or prejudice LICENSEE's statutory rights.

5. INTELLECTUAL PROPERTY
The Software is the intellectual property of ACI and/or its suppliers protected as such by French copyright law, international treaty provisions, and applicable laws of the country in which it is being used.
Trademarks, logos and trade-names quoted in the Agreement, on or in the Software are the property of their respective owners. 
Any reproduction whether whole or partial of the Software is only granted on the absolute condition that it contains all the legal specifications of the Software property.

6. CONFIDENTIALITY
The structure and organization of the Software are valuable trade secrets and confidential information of ACI and its suppliers.

7. TERM & TERMINATION
This license is effective until terminated. 
The LICENSEE may terminate a License at any time without cause upon written notice. This termination shall not relieve the LICENSEE from its liability to respect all the obligations claimable before the termination date.
If the LICENSEE fails to comply with any provision of this Agreement, this license and your right to use the Software automatically terminate. This termination does not prevent ACI from claiming any further damages.
Upon termination for any reason, the LICENSEE shall destroy or return the Program to ACI, any copy made whether partial or whole.
The LICENSEE shall certify by means of a written document duly signed by a legal representative that the provisions of the present article have been respected, and this within a time limit of thirty days (30) days as from the date of termination.

8. MISCELLANEOUS PROVISIONS
LICENSEE shall not directly or indirectly transfer the Software to any country to which such transfer would be prohibited by any applicable export control laws.
No change or modification to this Agreement will be valid unless it is in writing, and is signed by you and authorized officer of ACI.
If any provision of this Agreement is held to be unenforceable upon a definite legal, statutory or judicial provisions, the remainder of this Agreement shall continue in full force and effect.
The waiver by ACI of one breach or default hereunder shall not constitute the waiver of any subsequent breach or default. 
This is the entire agreement between ACI and LICENSEE relating to the contents of this package. This Agreement supersedes any prior purchase order, communications, advertising or representations concerning the contents of the package.
The relationship between ACI and the LICENSEE is that of LICENSOR/LICENSEE. In all matters relating to the present Agreement, the LICENSEE will act as an independent contractor.
This Agreement will be governed by the laws in force in the country/state where you have obtained the Software. Any dispute, controversy or claim arising out of or related to this Agreement shall be settled by adjudication before the competent courts of the country/state where you have obtained this Software.

THE LICENSEE ACKNOWLEDGES TO HAVE READ, UNDERSTOOD AND AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THE AGREEMENT PRINTED ABOVE.

Should you have any questions concerning this agreement or wish to request any information from ACI, please contact ACI (33) 1 40 87 92 00 or the local ACI subsidiary serving your country. 

* Notice to United States Government end users:
Use, duplication or disclosure by the US Government is subject to restrictions stated in paragraph (c) (1) (ii) of the Rights in Technical Data and Computer Software clause at 252.227-7013. 

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