Trial License Conditions
FrandAvenue Trial License Conditions
THESE TRIAL LICENSE CONDITIONS (the “Conditions”) describe the rights granted by FrandAvenue (as defined below), to any company or individual (“Licensee”, “you” or “your”) for using FrandAvenue, an online licensing platform accessible at the following address https://www.frandavenue.com, as part of its platform trial program. The platform includes a database, software programs, scripts, compiled code, supporting components, and documentation, collectively referred to as the “Platform”. Both Licensor and Licensee are referred to hereinafter as a “Party” and collectively as the “Parties” to this Agreement.“FrandAvenue” is the commercial name and registered trademark of FTK, a French company (société par actions simplifiée) registered in Paris under number 878 178 870, with offices at 149, Bd Malesherbes, 75017 PARIS, FRANCE.
Conditional Grant. Unless you accept all the terms and conditions of this Agreement, you receive no rights or licenses hereunder. In the absence of a signed license agreement between Licensor and Licensee specifying alternate terms, any use of the Platform by the Licensee shall be considered acceptance of these terms. The Platform is copyrighted and is licensed, not sold to you. If you are not willing to be bound by the terms of this Agreement, do not use the Platform.
Limited Purpose. You are granted the right to access and use the Platform for the sole purpose of testing it during an initial period specified by FrandAvenue and aimed at evaluating your interest in it (“Trial Phase”). You may create an account and test all features available for the level of subscription specified by FrandAvenue. You may send and receive access requests to or from “pretend accounts” created and operated by the Licensor for testing purposes. You are free to upload documents of your choice on your personal account and organize your portfolios as you wish. Your actions during the Trial Phase will be deemed Confidential Information. Neither the identity nor the affiliation of the testing person or entity, nor that of any other participant to the Trial Phase, may be revealed.
Warranty Disclaimer. NO WARRANTIES. LICENSOR MAKES NO REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY, OR ANY OTHER GUARANTEES OR CONDITIONS WITH RESPECT TO USE OF THE PLATFORM. LICENSEE’S USE OF THE PLATFORM ARE AT LICENSEE’S OWN RISK. LICENSOR PROVIDES THE PLATFORM ON AN “AS IS” BASIS “WITH ALL FAULTS” AND “AS AVAILABLE.” LICENSOR DOES NOT GUARANTEE THE ACCURACY OR TIMELINESS OF INFORMATION AVAILABLE FROM, OR PROCESSED BY, THEPLATFORM. TO THE EXTENT PERMITTED UNDER LAW, LICENSOR EXCLUDES ANY IMPLIED WARRANTIES, INCLUDING FOR MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, DATA ACCURACY, AND NON-INFRINGEMENT. NO GUARANTEE OF UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OPERATION IS MADE.
Feedback. You are invited, but you shall have no obligation, to provide FrandAvenue with reasonable suggestions, comments and feedback regarding the Platform, including but not limited to usability, bug reports and test results.
Confidentiality. “Confidential Information” shall include all information which is not generally available to the public, in particular but not limited to technical and commercial information, documentation and data related to the parties’ business operations, products, hardware, software, designs, test results, devices, plans, drawings or specifications, business plans, financial projections and budgets, projected sales and plans. The Party receiving Confidential Information (“Recipient”) from the other (“Discloser”) shall make use of the Confidential Information solely for the purpose of evaluating the FrandAvenue Platform and discussing its existing and future features (the “Authorised Purpose”). The Recipient shall, during a period of five (5) years from the date of receipt of any Confidential Information hereunder (i) not use the Confidential Information for any other purpose than for the Authorised Purpose, (ii) protect the other party's Confidential Information against disclosure to third parties in the same manner and with the same degree of care, but not less than a reasonable degree of care, with which it protects confidential information of its own, and (iii) limit circulation of the Discloser’s Confidential Information to employees of its own and of its affiliated companies who have a need to know in connection with the Authorised Purpose.
Limitation of Liability. ANY LIABILITY ARISING UNDER THIS LICENSE, WHETHER UNDER ANY THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE LIMITED TO DIRECT, OBJECTIVELY MEASURABLE DAMAGES. LICENSOR SHALL HAVE NO LIABILITY TO LICENSEE OR TO ANY THIRD PARTY, FOR ANY INCIDENTAL, PUNITIVE, INDIRECT, OR SPECIAL CONSEQUENTIAL DAMAGES, OR FOR LOST REVENUES, LOST DATA, OR COST OF SUBSTITUTE GOODS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LIABILITY FOR ANY SOFTWARE LICENSED FROM THIRD PARTIES FOR USE WITH THE SERVICES IS EXPLICILTLY DISCLAIMED AND LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE AGGREGATE LIABILITY OF LICENSOR AND ITS AFFILIATES AND LICENSORS UNDER THIS AGREEMENT SHALL NOT EXCEED €1,000. THE FOREGOING LIMITATIONS OF LIABILITY APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
License Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants Licensee a worldwide, non-transferable, royalty-free, non-exclusive license to access and use the Platform and permit Licensee’s employees to use the Platform, solely for Licensee’s own internal trial of the Platform during the time period specified by FrandAvenue.
For the purposes of this Agreement, the right to “use” the Platform shall include the right to utilize, run, access and display the Platform internally in Licensee’s non-production environment. No right or license is granted or agreed to be granted to disassemble, benchmark or decompile the Platform or any software furnished in object code form, or to copy the structure of the database and Licensee agrees not to engage in any such conduct or permit any third-party to engage in such conduct unless permitted by law. No right or license is granted to distribute, publish, or disclose the Platform or to conduct or permit any third party to conduct any benchmarking or other testing under this Agreement. Reverse engineering of software provided in object code form is prohibited, unless such a right is explicitly granted by any explicit license subject to sub-section (c) below or as a matter of law, and then only to the extent explicitly permitted. Licensor shall have no obligation to support any such reverse engineering, any product or derivative of such reverse engineering, or any use of the Platform with any modified versions of any of their components under this Agreement.
Title to and ownership of the Platform shall at all times remain with Licensor. Except for the express licenses granted herein, no rights or licenses shall be deemed granted by implication, estoppel, or otherwise.
Term and Termination. Your rights to the Platform will continue for the time period specified by FrandAvenue. No rights to use the production release of the Platform beyond that time period are provided by this Agreement or any other terms which may be provided with the Platform (e.g. any ‘click-through’ license agreements). Notwithstanding the foregoing, either Party may terminate this Agreement at any time for any reason or no reason by providing the other party written notice thereof. Upon any expiration or termination of this Agreement, the rights and licenses granted to you under this Agreement shall immediately terminate, and you shall immediately cease using and delete the Platform. In the event of any expiration or termination of this Agreement, its Confidentiality provision, disclaimers of FrandAvenue’s representations and warranties, FrandAvenue’s rights with respect to Feedback, and limitations of FrandAvenue’s liability shall survive.
Applicable Law, Competent courts. The Agreement shall be governed by and interpreted in accordance with the laws of France.
Any disputes arising out of the use or relating to the use of FrandAvenue or arising out of or related to this Agreement shall be submitted to the exclusive jurisdiction of the competent courts in Paris, France.