Wezen™ Software End User License Agreement
This End User License Agreement (this "Agreement"), is a binding agreement between
Wezen ("Licensor") and you as the user and a licensee of the Software ("Licensee").
LICENSOR PROVIDES THE SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET
FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT LICENSEE ACCEPTS AND
COMPLIES WITH THEM. BY USING THIS CONNECTOR YOU (A) ACCEPT THIS AGREEMENT
AND AGREE THAT LICENSEE IS LEGALLY BOUND BY ITS TERMS; (B) WILL ABIDE BY THE
USE RESTRICTIONS SET FORTH HEREIN; AND (C) REPRESENT AND WARRANT THAT: (I)
YOU ARE 18 YEARS OF AGE OR OLDER; AND (II) IF YOU ARE USING THIS SOFTWARE ON
BEHALF OF A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL
ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS
AGREEMENT ON THEIR BEHALF. IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS
AGREEMENT, LICENSOR REFUSES TO EXTEND ANY LICENSE UNDER THIS AGREEMENT
AND WILL NOT AND DOES NOT LICENSE OR OTHERWISE AUTHORIZE ACCESS OF THE
SOFTWARE TO LICENSEE AND YOU MUST NOT USE THE SOFTWARE OR
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR OR
LICENSEE'S ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO
LICENSE OR OTHER RIGHT IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR
OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES
ANY RIGHT, CONCERNING ANY SOFTWARE THAT LICENSEE DID NOT ACQUIRE LAWFULLY
OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF LICENSOR'S SOFTWARE.
1. Definitions. For purposes of this Agreement, the following terms have the
"Authorized User" includes you and those individuals authorized by you to use the
Software pursuant to the license granted under this Agreement,.
“Content” refers to any data, including text and images, uploaded to the Software by an
"Documentation" means user manuals, technical manuals, and any other materials
provided by Licensor, in printed, electronic, or other form, that describe the installation,
operation, use, or technical specifications of the Software.
"Intellectual Property Rights" means any and all registered and unregistered rights
granted, applied for, or otherwise now or hereafter in existence under or related to any
patent, copyright, trademark, trade secret, database protection, or other intellectual
property rights laws, and all similar or equivalent rights or forms of protection, in any
part of the world.
"Person" means an individual, corporation, partnership, joint venture, limited liability
company, governmental authority, unincorporated organization, trust,
association, or other entity.
“Personal Data” means any information relating to an identified or identifiable natural
person; an identifiable natural person is one who can be identified, directly or
indirectly, in particular by reference to an identifier such as a name, an
identification number, location data, an online identifier or to one or more
factors specific to the physical, physiological, genetic, mental, economic, cultural
or social identity of that natural person; in the course of this agreement.
“Prohibited Data” means (a) articles, services and related technical data designated as
defense article or defense services and (b) Sensitive Personal Data.
“Sensitive Personal Data” means any Personal Data revealing racial or ethnic origin,
political opinions, religious or philosophical beliefs, or trade union membership,
and genetic data, biometric data, data concerning health, data concerning a
natural person’s sex life or sexual orientation.
"Software" means the Wezen software platform Licensee is accessing and using.
"Term" has the meaning set forth in Section 9.
"Third Party" means any Person other than Licensee or Licensor.
2. License Grant and Scope. Subject to the terms and conditions of this Agreement,
Licensor grants to Licensee a non-exclusive, non-transferable right to access and use the
Software in connection with Content that Licensee is authorized to upload, for internal
business purposes only, during the Term. Licensor shall be entitled to assume that an
Authorized User had all necessary authorization to upload to the Software any Content
uploaded by the Authorized User.
3. Use Restrictions. Licensee shall not, and shall require any Authorized Users not
to, directly or indirectly:
(a) knowingly access or use the Software without authorization;
(b) upload to the Software any Prohibited Data as set forth in Section 5 below, unless
specifically authorized to do so in connection with a written Statement of Work
authorized by Licensor;
(c) upload to the Software any Content to which Licensee or Authorized User does
not have the authorization to upload;
(d) upload to the Software any Content that includes obscene or pornographic
(e) attempt to access any Content uploaded by another party to which Authorized
User knows or reasonably should know Authorized User is not authorized to
(f) use (including make any copies of) the Software or Documentation beyond the
scope of the license granted under Section 2;
(g) provide any other Person, including any subcontractor, independent contractor,
affiliate, or service Licensor of Licensee, with access to or use of the Software or
(h) modify, translate, adapt, or otherwise create derivative works or improvements,
whether or not patentable, of the Software or Documentation or any part
(i) combine the Software or any part thereof with, or incorporate the Software or
any part thereof in, any other programs;
(j) reverse engineer, disassemble, decompile, decode, or otherwise attempt to
derive or gain access to the source code of the Software or any part thereof;
(k) remove, delete, alter, or obscure any trademarks or any copyright, trademark,
patent, or other intellectual property or proprietary rights notices provided on or
with the Software or Documentation, including any copy thereof;
(l) use the Software or Documentation in violation of any law, regulation, or rule; or
(m) use the Software or Documentation for purposes of competitive analysis of the
Software, the development of a competing software product or service, or any
other purpose that is to the Licensor's commercial disadvantage.
4. Responsibility for Use of Software. Licensee is responsible and liable for all uses
of the Software and Documentation through access thereto provided by Licensee,
directly or indirectly. Specifically, and without limiting the generality of the foregoing,
Licensee is responsible and liable for all actions and failures to take required actions with
respect to the Software and Documentation by its Authorized Users or by any other
Person to whom Licensee or an Authorized User may provide access to or use of the
Software and/or Documentation, whether such access or use is permitted by or in
violation of this Agreement.
5. Prohibited Data. Licensee represents and warrants that, unless Licensee is
working on behalf of a Third Party who through a separate agreement with Licensor has
revised the scope of Prohibited Data, Licensee will not upload or transmit to Licensor's
computers or other media, any Prohibited Data.
6. Intellectual Property Rights. Licensee acknowledges and agrees that the Software
and Documentation are provided under license, and not sold, to Licensee. Licensee does
not acquire any ownership interest in the Software or Documentation under this
Agreement, or any other rights thereto, other than to use the same in accordance with
the license granted and subject to all terms, conditions, and restrictions under this
Agreement. Licensor and its licensors and service Licensors reserves and shall retain
their entire right, title, and interest in and to the Software and all Intellectual Property
Rights arising out of or relating to the Software, except as expressly granted to the
Licensee in this Agreement. Licensee shall use commercially reasonable efforts to
safeguard all Software from infringement, misappropriation, theft, misuse, or
unauthorized access. Licensee shall promptly notify Licensor if Licensee becomes aware
of any infringement of the Licensor's Intellectual Property Rights in the Software and
fully cooperate with Licensor in any legal action taken by Licensor to enforce its
Intellectual Property Rights.
7. Term and Termination.
(a) This Agreement and the license granted hereunder shall remain in effect from an
Authorized User’s initial use of the Software until the later of two years after an
Authorized User’s last use of the Software, or terminated as set forth herein (the
(b) Licensor may terminate this Agreement, effective upon written notice to
Licensee, if Licensee materially breaches this Agreement and such breach: (i) is
incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) days
after Licensor provides written notice thereof.
(c) Licensor may terminate this Agreement, effective immediately, if Licensee files,
or has filed against it, a petition for voluntary or involuntary bankruptcy or
pursuant to any other insolvency law, makes or seeks to make a general
assignment for the benefit of its creditors or applies for, or consents to, the
appointment of a trustee, receiver, or custodian for a substantial part of its
(d) Upon expiration or earlier termination of this Agreement, the license granted
hereunder shall also terminate, and Licensee shall cease using the Software and
destroy all copies of the Documentation. No expiration or termination shall affect
Licensee's obligation to pay all Licensee Fees that may have become due before
such expiration or termination.
8. Warranty Disclaimer. THE SOFTWARE AND DOCUMENTATION ARE PROVIDED TO
LICENSEE "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY
KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LICENSOR, ON
ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE
LICENSORS AND SERVICE LicensorS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER
EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE AND
DOCUMENTATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND
WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF
PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE
FOREGOING, THE LICENSOR PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES
NO REPRESENTATION OF ANY KIND THAT THE LICENSED SOFTWARE WILL MEET THE
LICENSEE'S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR
WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE
WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE
ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
9. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE
(a) IN NO EVENT WILL LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR
RESPECTIVE LICENSORS OR SERVICE LicensorS, BE LIABLE TO LICENSEE OR ANY
THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE
SOFTWARE; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF
SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS
RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR
SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT
INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION;
SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY
INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY
CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR
PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT
LIABILITY, OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE
FORESEEABLE AND WHETHER OR NOT THE LICENSOR WAS ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
(b) IN NO EVENT WILL LICENSOR'S AND ITS AFFILIATES', INCLUDING ANY OF ITS OR
THEIR RESPECTIVE LICENSORS' AND SERVICE LicensorS' AND SUPPLIERS’,
COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS
AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE
THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE),
STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNT OF FEES PAID
TO THE LICENSOR PURSUANT TO THIS AGREEMENT FOR THE SOFTWARE FOR THE
TWELVE (12) MONTHS PRECEDING THE ACTION THAT IS THE SUBJECT OF THE
(c) THE LIMITATIONS SET FORTH IN SECTION 11(a) AND SECTION 11(b) SHALL APPLY
EVEN IF THE LICENSEE'S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR
(a) This Agreement shall be governed by and construed in accordance with the laws
of France. The Paris Commercial Court shall have jurisdiction to rule on any
dispute occurring between the Parties with regards to the Agreement
construction or performance, notwithstanding multiple defendant or
introduction of thirds parties, even for protective, summary or motion
(b) Licensor will not be responsible or liable to Licensee, or deemed in default or
breach hereunder by reason of any failure or delay in the performance of its
obligations hereunder where such failure or delay is due to strikes, labor
disputes, civil disturbances, riot, rebellion, invasion, epidemic, hostilities, war,
terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage,
fluctuations or non-availability of electrical power, heat, light, air conditioning, or
Licensee equipment, loss and destruction of property, or any other
circumstances or causes beyond Licensor's reasonable control.
(c) All notices, requests, consents, claims, demands, waivers, and other
communications hereunder shall be in writing and shall be deemed to have been
given: (i) when delivered by hand (with written confirmation of receipt); (ii) when
received by the addressee if sent by a nationally recognized overnight courier
(receipt requested); (iii) on the date sent by facsimile [or email] (with
confirmation of transmission) if sent during normal business hours of the
recipient, and on the next business day if sent after normal business hours of the
recipient; or (iv) on the [third] day after the date mailed, by certified or
registered mail, return receipt requested, postage prepaid. Such communications
must be sent to the respective parties at the address provided by Licensee when
registering for use of the Software if to Licensee, and 18bis rue de Villiers, 92300
Levallois-Perret, France if to Licensor (or to such other address as may be
designated by a party from time to time in accordance with this Section 13(c)).
(d) This Agreement, along with any Master Client Agreement between Licensor and
Licensee and attachments thereto, constitutes the sole and entire agreement
between Licensee and Licensor with respect to the subject matter contained
herein, and supersedes all prior and contemporaneous understandings,
agreements, representations, and warranties, both written and oral, with respect
to such subject matter.
(e) Licensee shall not assign or otherwise transfer any of its rights, or delegate or
otherwise transfer any of its obligations or performance, under this Agreement,
in each case whether voluntarily, involuntarily, by operation of law or otherwise,
without Licensor's prior written consent, which consent Licensor may give or
withhold in its sole discretion. For purposes of the preceding sentence, and
without limiting its generality, any merger, consolidation, or reorganization
involving Licensee (regardless of whether Licensee is a surviving or disappearing
entity) will be deemed to be a transfer of rights, obligations, or performance
under this Agreement for which Licensor's prior written consent is required. No
delegation or other transfer will relieve Licensee of any of its obligations or
performance under this Agreement. Any purported assignment, delegation, or
transfer in violation of this Section 13(e) is void. Licensor may freely assign or
otherwise transfer all or any of its rights, or delegate or otherwise transfer all or
any of its obligations or performance, under this Agreement without Licensee's
consent. This Agreement is binding upon and inures to the benefit of the parties
hereto and their respective permitted successors and assigns.
(f) This Agreement is for the sole benefit of the parties hereto and their respective
successors and permitted assigns and nothing herein, express or implied, is
intended to or shall confer on any other Person any legal or equitable right,
benefit, or remedy of any nature whatsoever under or by reason of this
(g) This Agreement may only be amended, modified, or supplemented by an
agreement in writing signed by each party hereto. No waiver by any party of any
of the provisions hereof shall be effective unless explicitly set forth in writing and
signed by the party so waiving. Except as otherwise set forth in this Agreement,
no failure to exercise, or delay in exercising, any right, remedy, power, or privilege
arising from this Agreement shall operate or be construed as a waiver thereof;
nor shall any single or partial exercise of any right, remedy, power, or privilege
hereunder preclude any other or further exercise thereof or the exercise of any
other right, remedy, power, or privilege.
(h) If any term or provision of this Agreement is invalid, illegal, or unenforceable in
any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any
other term or provision of this Agreement or invalidate or render unenforceable
such term or provision in any other jurisdiction.
(i) For purposes of this Agreement, (a) the words "include," "includes," and
"including" shall be deemed to be followed by the words "without limitation"; (b)
the word "or" is not exclusive; and (c) the words "herein," "hereof," "hereby,"
"hereto," and "hereunder" refer to this Agreement as a whole. Unless the
context otherwise requires, references herein: (x) to Sections, Annexes,
Schedules, and Exhibits refer to the Sections of, and Annexes, Schedules, and
Exhibits attached to, this Agreement; (y) to an agreement, instrument, or other
document means such agreement, instrument, or other document as amended,
supplemented, and modified from time to time to the extent permitted by the
provisions thereof and (z) to a statute means such statute as amended from time
to time and includes any successor legislation thereto and any regulations
promulgated thereunder. This Agreement shall be construed without regard to
any presumption or rule requiring construction or interpretation against the
party drafting an instrument or causing any instrument to be drafted.
(j) The headings in this Agreement are for reference only and do not affect the
interpretation of this Agreement.