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Sublicense Agreement

Sublicense Agreement Conditions and Terms - Astellia Confidential

End Users are hereinafter referred to as the “Sub-licensee”.

 

ASTELLIA SA, a company incorporated under the laws of France, registered at the trade and companies register of Rennes under number 428 780 241, and its principal place of business at ZA du Plessis, CS 27241, 35772 VERN SUR SEICHE, FRANCE is hereinafter referred to as the “Sub-licensor”.

 

Any partnering Software Owners that provide software for Astellia products are hereinafter referred to as the “Software Owner”.

 

Each Software Owner may each may be referred to individually as a “Party” and collectively as the “Parties”.

 

Whereas the Software Owner’s license agreement includes the right of Sub-licensor to sublicense such license rights to End user customers in connection with the use and/or distribution of Sub-licensor Products.

 

Whereas the Product contains copyrighted and proprietary right of Sub-licensee and Software Owners.

 

Whereas by signing the forgoing sublicense agreement the Sub-licensee agrees to the following articles.

Article 1 : Definitions

Except as otherwise construed in the context, the following terms in this Agreement shall be interpreted to have the following meanings:

  • “Application Bundle” shall mean bundled software.
  • “End User” shall mean the Party licensed under a signed sub-license agreement provided by the Sub-licensor.
  • “Licensor” shall mean the Software owner or entity authorized by the copyright owner that is granting the License.
  • “Loss” shall mean any damages, losses, fees, claims or expenses incurred to or paid by the relevant Party.
  • “Materials” shall mean the guidance, user’s manual or other documents, whether in writing or electronic reading forms, issued or upgraded by the Software Owner from time to time for the purpose of the Sub-licensor’s use of the Software.
  • “Product” shall mean the product and solution provided by Sub-licensor.
  • “Service bureau” shall mean an arrangement pursuant to which (i) third parties are permitted to access and use the Software, as incorporated within the Application Bundle, directly or indirectly by any means to process their own data; or (ii) the End User uses the Software, as incorporated within the Application Bundle, to process the data of any third party.
  • “Software” shall mean the all programs, arithmetic, technology, processing, methods, know-how and other information contained therein and the Materials (as defined below) and Intellectual Property Rights (as defined below) incidental thereto or incorporated therein.
  • “Software Owner” shall mean the initial licensing Parties.
  • “Sub-licensor” shall mean the party providing a license to the sub-licensee.

Article 2 : Grant

2.1 Right granted

 

Sub-licensor hereby grants to Sub- licensee a free, worldwide, nonexclusive, nontransferable, license under Sub-licensor’s copyrights to use, for its internal business purposes, the Software conditional on the limitation imposed in Section 2.2.

 

Third party use of licensed Software is authorized for said internal business purposes and under the responsibility of sub-licensee.

 

2.2 Limitations on use

 

The forgoing sublicense agreement does not grant any rights in the Software to such End User beyond the scope of this Agreement.

 

Sub-licensee and Software Owners retain title to the Program(s), and all copies thereof, and associated intellectual property rights therein. All Software Owners’ property rights are protected by the Software Owners’ license Agreements that remains true for this sublicense.

 

End User shall not reverse engineer, reverse compile, or disassemble the object or and/or source code of the Software or of the metadata created by the Software or Materials portion of Product other than to the extent permitted under applicable law.

 

End User shall use the Software only in combination with the Product. End User shall only access data from the models provided by the Sub-licensor.

 

The Sub-licensee shall not disclose any written or oral disclosures to any third party of any results of any benchmark tests, regarding the embedded Software.

 

Software Owner of software included in the Application Bundle is an intended third party beneficiaries of the Sublicense Agreement and may enforce it directly against the End User.

 

Although copyrighted, the Software is unpublished and contains proprietary and confidential information of Software Owner. End User agrees to maintain the Software in confidence and shall use a reasonable degree of care to protect the confidentiality of the Software.

 

End User shall be restricted to Limited Use of the Program(s) and/or Products to equipment with only the number and licensed clockspeed of CPUs and Named Users licensed and shall be restricted to the number of CPUs, Seats, Servers, and/or Concurrent Users (as applicable) equal to the respective number of CPU/Seat/Server/Concurrent User Licenses purchased by End User, as indicated in the End User Order.

 

Internet Users under a CPU License model are prohibited from using the Software to develop or modify applications or perform other programming tasks.

 

If the End User is the U.S. government, use, duplication or disclosure of the Program(s) and documentation by such End User shall be subject to terms and conditions consistent with any applicable FAR provisions, for example, FAR 52.227-19.

Article 3 : Warranties

Sub-licensor warrants that the Product will perform in accordance with its specifications.

 

Sub-licensor represents and warrants that it has no actual knowledge that the Product infringes any valid rights of any third party.

Article 4 : Liability

Neither Sub-licensor nor Software Owners are neither responsible nor liable for any damages, breaches of Product performance, intellectual property loss or any other Loss, whether direct or indirect, incidental, special or consequential, arising in connection with the Agreement, and is not bound to any recourse.

 

Software Owners disclaim any warranty of any kind directly to End User, including a warranty of performance, fitness for a particular purpose, title and non-infringement and make no representations of such with this agreement.

 

ASTELLIA shall not provide any support or maintenance for the Sybase’s Free DownLoad Components identified in the Sybase’s Product Specific License Terms.

Article 5 : Personal data

Software Owner retains the right to export certain personal data to any country in the European Union and/or the United States. The processing and export of such personal data shall be carried out in compliance with applicable laws relating to data protection.

Article 6 : Audit

Upon reasonable notice, Software Owner retains the right to conduct and/or direct an independent accounting firm to conduct, during normal business hours, an audit of the End User’s use of Products and of the appropriate records to verify compliance with the terms of the Sublicense Agreement.

Article 7 : Export restrictions

End User shall comply fully with all relevant export and re-export laws, restrictions and regulations of the United States & France to ensure that neither the Product portion of the Sub-licensor Solution, nor any direct product thereof, are exported, directly or indirectly, in violation of United States or French law.

Article 8 : Termination

At the termination of the Sublicense Agreement for any Product or Application Bundle, End User(s), shall discontinue use of and destroy or return to Sub-licensor the Software, related Documentation and all archival or other copies of the Software.

Article 9 : Applicable Law

The contract shall be governed by, and construed in accordance with, the laws of France without reference to any conflict of law legislation that may be applicable. Any dispute which cannot be amicably settled shall be of the exclusive jurisdiction of the Courts of Paris, France.

HAVING READ THIS DOCUMENT CAREFULLY YOU ARE DEEMED TO HAVE ACCEPTED THE TERMS OF THIS AGREEMENT AS AN END USER OF ONE OR MORE ASTELLIA PRODUCTS.

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