PREAMBLE

Definitions:

CLIENT shall mean a natural or legal person who acquires the rights to use the license
EPHOTO DAM shall mean the various programs and files, as well as their organisation, supplied and installed on the CLIENT's SERVER by EINDEN
USER shall mean a person operating under the responsibility of the CLIENT (servant, agent, representative or other) and benefiting from access to the Application Services on his computer by virtue of this contract
IDENTIFIER shall mean the USER's private identifier (“user ID”) as well as the password that he uses to connect to the Service, which shall be disclosed upon registration
SERVER shall mean the hardware or virtual machine on which the EPHOTO DAM software is installed and running. The SERVER shall deliver the EPHOTO DAM service to the end-clients' terminals via a computer network
SOURCES shall mean the source code, the diagram of the relational database, the designs and the documentation in French
DATA shall mean the information, publications and any data in the CLIENT database whose use is covered by this contract, that might be viewed only by the USERS
INTERNET shall mean a worldwide set of interconnected networks.
INTRANET shall mean the computer network of a company or organisation, which uses the TCP/IP protocols and Internet technologies, and which may be connected to the Internet network.

ARTICLE 1: THE LICENSE

1.1: Properties

This license is hereby granted to the CLIENT in return for the payment of consideration for the rights to use it for an open-ended term. EINDEN hereby grants to the CLIENT a personal, non-exclusive, non-transferable right to use the EPHOTO DAM software application.
EINDEN is and shall remain the holder of the intellectual property rights over all the elements of the EPHOTO DAM software application that is made available to the CLIENT, including but not limited to the graphical elements.

As a member of France's Agence de Protection des Programmes (A.P.P.) software protection agency, EINDEN has filed the SOURCES of the EPHOTO DAM software application and continues to file all major upgrades with this body as and when they are developed.
In addition to the software applications developed by EINDEN, EPHOTO DAM comprises several libraries and third party software applications under various licenses. EPHOTO DAM and EINDEN comply with all third-party licenses and all the corresponding costs have been paid to the rights holders wherever necessary.

This license is a “SERVER” license. EPHOTO DAM must only be active on a single SERVER at any given moment in time.
The end-users, or “client terminals”, access the Service provided by EPHOTO DAM via a computer network - INTRANET or INTERNET.
The number of client terminals that can connect to the Service provided by EPHOTO DAM is theoretically unlimited. Only the hardware and software limitations of the SERVER (memory, storage capacity, processing power of the system), operated by the CLIENT, determine the maximum number of client terminals.

1.2: Reproduction - adaptation

EINDEN guarantees that it is the holder of the proprietary rights over the software application and that the EPHOTO DAM software application does not infringe the rights of third parties. It also guarantees that the EPHOTO DAM software application is entirely original and is not wholly or partly the outcome of forgery or acts of unfair competition.

The CLIENT:
- undertakes to immediately report to EINDEN any infringement of the EPHOTO DAM software application which is brought to its attention, EINDEN being entitled to take whatever measures it shall deem to be appropriate.
- undertakes not to export or otherwise make the software application available to any third party, under any circumstance, and strictly undertakes not to use the software application for any purpose other than its intended use, and not to adapt, modify, translate, arrange, publish, decompile, reverse-engineer or combine the software application with other computer applications, without the prior written consent of EINDEN, this list being non-exhaustive.
- undertakes to comply with the statements of ownership featuring in the EPHOTO DAM software application, media and documentation.
- undertakes not to reproduce any element of the software application, or any documentation concerning it, in any way whatsoever, whatever the form thereof, on any medium whatsoever.
- shall not transfer or assign all or part of the usage rights and obligations, be it on a temporary basis or in the form of a sublicense or under any other contract that provides for the transfer of said rights and obligations.
- formally undertakes not to permanently or temporarily reproduce the EPHOTO DAM software application wholly or partly, by any means and in any form, including as part of the loading, displaying, execution or storage of EPHOTO DAM.
- is and shall remain the owner of all of the data that it uses via the EPHOTO DAM software application.

1.3: Corrections of errors

EINDEN alone shall be entitled to perform work on the EPHOTO DAM software application to enable it to be used in accordance with its purpose, for instance by correcting any mistakes that it may contain. The CLIENT therefore formally undertakes not to carry out any work and not to commission any third party to carry out any work on the EPHOTO DAM solution.
The provision of the EPHOTO DAM software application cannot be considered as a transfer of any intellectual property rights to the CLIENT, as per the meaning of this term in France's Intellectual Property Code.

ARTICLE 2: LIABILITY AND FORCE MAJEURE

The CLIENT expressly acknowledges receiving from EINDEN all the information required for it to assess the suitability of the software system for its purposes and to take all useful precautions for its implementation and its exploitation.

The CLIENT shall therefore be fully responsible for its use of the EPHOTO DAM software application and shall bear full liability for same, other than for EPHOTO DAM's compliance with its documentation. The CLIENT shall in particular be responsible for:

- the suitability of EPHOTO DAM for its purposes,
- the operation of EPHOTO DAM,
- the qualification and the competence of its personnel.

EINDEN hereby disclaims liability for any damage arising from the loss, alteration or fraudulent use of the CLIENT's data, any accidental transmission of viruses or other damaging elements over the CLIENT's computer system pursuant to the use of the EPHOTO DAM software application.

EINDEN shall not be liable for any alteration of the CLIENT's information or data during transfers via telecommunications networks or by any other means.

EINDEN hereby disclaims liability for any direct and indirect damage that may arise, such as loss of sales, loss of clients, disruption to the normal course of business, loss of earnings, damage to the CLIENT's brand image, loss of contracts or any action for unfair competition, etc.

Each of the parties shall be responsible for the consequences arising from its faults, errors or omissions, as well as the faults, errors or omissions of its subcontractors that cause any direct damage to the other party.

EINDEN shall not moreover be liable for the accidental destruction of the DATA by the CLIENT or by any third party who accesses the EPHOTO DAM software application using the identifiers provided to the CLIENT.

Force majeure

EINDEN hereby disclaims liability for any loss or damage caused by an interruption or a cut in the service provided by a telecommunications operator or electricity supplier, or in the event of circumstances of force majeure.

Neither party shall be liable for any breach of its obligations, if such a breach results from a government decision, including any withdrawal or suspension of any permits, a total or partial strike, whether internal or external to the company, fire, natural disasters, war, total or partial interruption or blockage of the telecommunications or electrical networks, acts of computer piracy, or any other circumstances of force majeure featuring the characteristics laid down by the case law on such matters.

Whichever party witnesses the event that gives rise to force majeure must immediately inform the other party of its inability to perform its obligations.
The suspension of the parties' obligations or their delay in performing them shall not under any circumstance give rise to liability for non-performance of the obligations in question, nor shall it give rise to the payment of damages or penalties for lateness.

ARTICLE 3: DISPUTES

This license agreement is governed by French law. Any dispute that may arise between the parties shall fall under the exclusive jurisdiction of the courts of Poitiers, France.

Should you have any queries concerning our licensing terms, please contact:
EINDEN
211 avenue de Paris
86000 Poitiers Cedex
France

Tel: +33 5 86 160 666
e-mail: info@einden.com
D.U.N.S: 502775146