Hearing Test Base - Licence

HEARING TEST BASE END USER SOFTWARE LICENSE AGREEMENT

REDISTRIBUTION NOT PERMITTED WITHOUT PERMISSION FROM SYSEMO SARL

http://www.hearing-test-base.com/
http://www.sysemo.com/

BY INSTALLING THIS SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CANCEL THE INSTALLATION PROCESS OR UNINSTALL THE PRODUCT AND DESTROY ALL YOUR COPIES OF IT.

This Agreement has 3 parts:
First Part applies if you have not purchased a license to the accompanying software (the "Software").
Second Part applies if you have purchased a license to the Software.
Third Part applies to all license grants.

If you initially acquired a copy of the Software without purchasing a license and you wish to order a license, you will find all needed information on the web site http://www.hearing-test-base.com.

DEFINITIONS

"Agreement" means this licence agreement.
"End-User Licence Agreement" means the terms and conditions of use for any Licensed Program.
"SYSEMO SARL" means the company Sysemo Sarl, capital of 2000E, head office at 1, rue Boyer 75020 Paris, RCS Paris 490 283 421, Siret 490 283 421 00017, and the web site www.hearing-test-base.com for the distribution of the software HEARING TEST BASE.
"HEARING TEST BASE" means the software HEARING TEST BASE and its Documentation.
"You" means the licensee entering into this Agreement.
"Software" means any program or data file of the software HEARING TEST BASE, contained on the Media, together with the Documentation.
"Documentation" means any documentation provided to You by SYSEMO SARL (whether electronic or printed) which accompanies the Evaluation Program.
"Licensed Program" means the software HEARING TEST BASE, together with the Documentation and Upgrades.
"Evaluation Period" means the installation and use of this program for a period of up to thirty (30) days following Your acceptance of these terms.
"Product" means the Media and the Software.
"Media" means the CD or other storage media containing the Software which is provided to You by SYSEMO SARL.
"Upgrade" means any enhancement or improvement to the functionality of the Licensed Program made available to licensed end-users by SYSEMO SARL at its sole discretion from time to time but excluding any software and/or updates marketed and licensed by SYSEMO SARL as a new version or new release of the Licensed Program.

First Part: TERMS APPLICABLE WHEN LICENSE FEES ARE NOT PAID [TRIAL PERIOD]

I-1) GRANT FOR THE TRIAL PERIOD OF TIME

SYSEMO SARL grants you a non-exclusive license to use the Software free of charge if your use of the Software HEARING TEST BASE is for the purpose of evaluating whether to purchase an ongoing license to the Software. The evaluation period is limited to 30 days.
If you fit within the description above, you may use the Software in the manner described in Part III below under the chapter "Scope of Grant."

I-2) DISCLAIMER OF WARRANTY

Free of charge Software for evaluation is provided "AS IS", without warranty of any kind, including without limitation the warranties of merchantability, fitness for a particular purpose and noninfringement. In no event shall SYSEMO SARL be liable for any claim, damages or other liability, whether in an action of contract, tort or otherwise, arising from, out of or in connection with the Software or the use or other dealings in the Software. Should the Software prove defective, it is you and not SYSEMO SARL that assume the entire cost of any service and repair. In addition, the security mechanisms implemented by SYSEMO SARL have inherent limitations, and you must determine that the Software sufficiently meets your requirements. This disclaimer of warranty constitutes an essential part of the agreement.
Some jurisdictions do not allow exclusions of an implied warranty, so this disclaimer may not apply to you and you may have other legal rights that vary by jurisdiction.

Second Part: TERMS APPLICABLE WHEN LICENSE FEES PAID

II-1) GRANT

Subject to payment of applicable license fees, SYSEMO SARL grants to you a non-exclusive license to use the Software and accompanying documentation ("Documentation") in the manner described in Part III below under, in the chapter "Scope of Grant."

II-2) LIMITED WARRANTY

SYSEMO SARL warrants that for a period of ninety (90) days from the date of acquisition, the Software, if operated as directed, will substantially achieve the functionality described in the Documentation.
SYSEMO SARL does not warrant, however, that your use of the Software will be uninterrupted or that the operation of the Software will be error-free or secure. In addition, the security mechanisms implemented by SYSEMO SARL have inherent limitations, and you must determine that the Software sufficiently meets your requirements. SYSEMO SARL also warrants that the media containing the Software, if provided by SYSEMO SARL, is free from defects in material and workmanship and will so remain for ninety (90) days from the date you acquired the Software. SYSEMO SARL's sole liability for any breach of this warranty shall be, in SYSEMO SARL's sole discretion:
(i) to replace your defective media; or
(ii) to advise you how to achieve substantially the same functionality with the Software as described in the Documentation through a procedure different from that set forth in the Documentation; or
(iii) if the above remedies are impracticable, to refund the license fee you paid for the Software.
Repaired, corrected, or replaced Software and Documentation shall be covered by this limited warranty for the period remaining under the warranty that covered the original Software, or if longer, for thirty (30) days after the date (a) of shipment to you of the repaired or replaced Software, or (b) SYSEMO SARL advised you how to operate the Software so as to achieve the functionality described in the Documentation.
Only if you inform SYSEMO SARL of your problem with the Software during the applicable warranty period and provide evidence of the date you purchased a license to the Software will SYSEMO SARL be obligated to honor this warranty. SYSEMO SARL will use reasonable commercial efforts to repair, replace, advise or, for individual consumers, refund pursuant to the foregoing warranty within 30 days of being so notified.
THIS IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY SYSEMO SARL. SYSEMO SARL MAKES NO OTHER EXPRESS WARRANTY AND NO WARRANTY OF NONINFRINGEMENT OF THIRD PARTIES' RIGHTS. THE DURATION OF IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE, IS LIMITED TO THE ABOVE LIMITED WARRANTY PERIOD; SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO LIMITATIONS MAY NOT APPLY TO YOU. NO SYSEMO SARL DEALER, AGENT IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY.
If any modifications are made to the Software by you during the warranty period; if the media is subjected to accident, abuse, or improper use; or if you violate the terms of this Agreement, then this warranty shall immediately be terminated. This warranty shall not apply if the Software is used on or in conjunction with hardware or software other than the unmodified version of hardware and software with which the software was designed to be used as described in the Documentation.
THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY BY JURISDICTION.

Third Part: TERMS APPLICABLE TO ALL LICENSE GRANTS

III-1) SCOPE OF GRANT

You may :

- Use the Software on any single computer if you have a workstation license;
- Use the Software on a network if you have a floating license, provided that each person accessing the Software through the network must have a copy licensed to that person;
- Copy the Software for archival purposes, provided any copy must contain all of the original Software's proprietary notices; or
- If you have purchased several licenses, make up to the number of copies, respectively, of the Software, provided any copy must contain all of the original Software's proprietary notices. The number of copies is the total number of copies that may be made for all platforms.
- Transfer your rights under this Agreement permanently, provided you transfer this Agreement, the Software and all accompanying printed materials, retain no copies, and the recipient agrees to be bound by the terms and conditions of this Agreement.

You may not:

- Permit other individuals to use the Software except under the terms listed above;
- Permit concurrent use of the Software;
- Modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), or create derivative works based on the Software;
- Copy the Software other than as specified above;
- Rent, lease, or grant a security interest in the rights to the Software;
- Remove any proprietary notices or labels on the Software.

III-2) COPYRIGHT AND OWNERSHIP

Once You have been provided with the Software and the Documentation, You do not obtain ownership of the Software and the Documentation but are granted a right to use the Software and of the Documentation in accordance with the terms of this Agreement. The Software and the Documentation are the exclusive property of SYSEMO SARL. The Software and the Documentation are proprietary products of SYSEMO SARL and are protected throughout the world by copyright and other intellectual property rights.

III-3) LIMITATION OF LIABILITY

YOU USE THE PRODUCT AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SYSEMO SARL OR ANY OF ITS THIRD-PARTY LICENSORS OR SUPPLIERS BE LIABLE TO YOU FOR OR TO THOSE CLAIMING THROUGH YOU FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGE OR LOSS OF ANY KIND INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF CONTRACTS, BUSINESS INTERRUPTIONS, LOSS OF OR CORRUPTION OF DATA HOWEVER CAUSED AND WHETHER ARISING UNDER CONTRACT OR TORT, INCLUDING NEGLIGENCE, EVEN IF SYSEMO SARL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

You assume responsibility for, among other things,
(i) the selection of the Software to achieve your intended results,
(ii) the acquisition of other software (including any programming or operating system software) and/or equipment compatible with the Software, and
(iii) the installation, use and results obtained from the Software.

IF ANY LIMITATION, EXCLUSION, DISCLAIMER OR OTHER PROVISION CONTAINED IN THIS AGREEMENT IS HELD TO BE INVALID FOR ANY REASON BY A COURT OF COMPETENT JURISDICTION AND SYSEMO SARL BECOMES LIABLE THEREBY FOR LOSS OR DAMAGE THAT MAY LAWFULLY BE LIMITED, SUCH LIABILITY WHETHER IN CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED SYSEMO SARL'S LIST PRICE FOR THE PRODUCT.

III-4) TERMINATION

The license will terminate automatically if you fail to comply with the limitations described herein. On termination, you must destroy all copies of the Software and Documentation.

III-5) MISCELLANEOUS

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND SYSEMO SARL WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN YOU AND SYSEMO SARL OR SYSEMO SARL'S AGENT(S) RELATING TO THE SOFTWARE PRODUCT.

If the copy of the Software you received was accompanied by a printed or other form of "hard-copy" End User License Agreement whose terms vary from this Agreement, then the hard-copy End User License Agreement governs your use of the Software. This Agreement represents the complete agreement concerning this license and may amended only by a writing executed by both parties. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN, AND NOT THOSE IN YOUR PURCHASE ORDER. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable.

The construction, validity and performance of this Agreement shall be governed by and submitted to the laws of France and the non- exclusive jurisdiction of the courts of France. Notwithstanding the foregoing, SYSEMO SARL shall have the right to seek injunctive, or similar, relief in any courts of competent jurisdiction.

The application the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.