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III. WARRANTY
Software warranty period is ninety (90) days from the date of installation. Licensor warrants that Software was developed with
reasonable diligence and skill and that it substantially conforms to published documentation. Licensor's sole responsibility
under this warranty shall be to correct or replace any Software which does not so conform, provided that Licensee notifies
Licensor in writing during the warranty period. Licensee has had the opportunity to inspect Software : except as expressly
provided above, Software is deemed to be accepted "AS IS" without further warranty.
The warranty does not cover, and Licensor shall not be responsible for any failure or defect and resulting damage caused by
installation or use of Software not furnished by Licensor, accident (including damage during shipment), neglect, misuse or
abuse, or exposure to conditions beyond the environmental power and operating constraints specified by Licensor. The
warranty does not cover defects or failure resulting from modification or installation by someone other than Licensor or its
authorised representative.
IV. PATENTS AND COPYRIGHTS
Licensor shall defend, at its expense, any claim or suit brought against Licensee alleging that Software infringes upon a patent,
copyright or other proprietary right, and shall pay all costs and damages finally awarded, provided that Licensor is given
prompt written notice of such claim, reasonable information and assistance, and sole authority to defend or settle the claim. In
the defence or settlement of the claim, Licensor may obtain for Licensee the right to continue using Software, replace or
modify Software (without substantially changing the original functions of Software) so that it becomes non-infringing, or, if
such remedies are not reasonably available, grant Licensee a refund for Software (net of reasonable depreciation) upon its
return. Licensor shall not have any liability if the infringement is based upon modifications of Software or the use or sale of
Software in combination with products not furnished by Licensor.
V. LIMITATION OF LIABILITY
Except as expressly set forth herein, there are no representations or warranties by Licensor, expressed or implied, including
but not limited to implied warranties of merchantability and fitness for a particular purpose. Licensor does not warrant that the
operation of Software shall be uninterrupted or error free, that the functions contained in the Software shall meet Licensee's
requirements or operate in the combinations selected by Licensee, or that every error or defect may be corrected pursuant to
the warranty or maintenance services. In no event will Licensor or its suppliers be liable for indirect, consequential, incidental,
punitive, special or exemplary damages (including loss of data, production, profits or use of hardware) to Licensee or any other
party. Under no circumstances will Licensor or its suppliers be liable for damages exceeding the amount of the licence fee paid
for Software to Licensor by Licensee. These limitations will apply regardless of the form of action, whether in contract or tort.
VI. TERMINATION
Licensee may terminate the Agreement at any time. Licensor may terminate the Agreement if Licensee fails to comply with the
terms and conditions thereof, provided Licensee has been given ten (10) days notice prior to termination, during which
Licensee has failed to cure the breach to Licensor's reasonable satisfaction. Upon termination, Licensee shall return to
Licensor all Software and copies thereof, including merged portions in any form, or provide written confirmation that Software
and such copies/portions have been destroyed. Termination is without prejudice to any other rights or remedies available to
Licensor at contract or at law.
Termination does not relieve Licensee of its obligation to pay the licence fee(s), the maintenance fees up to and including the
running period, as well as any other charges and fees due to Licensor. In addition, if any act by Licensee causes the
cancellation or rescheduling of Licensee's order, Licensee shall reimburse Licensor for the resultant costs incurred.
VII. GENERAL
Except for the obligation of payment, neither party shall be liable for non-performance caused by circumstances beyond their
reasonable control including, but not limited to, work stoppages, delay in transportation, delay in delivery by vendors, fire,
civil disobedience, war or acts of nature.
Except as provided herein, this Agreement constitutes the entire agreement between the parties with respect to the subject
matter hereof, and shall supersede and cancel all prior agreements or understandings either oral or written, including any
different, conflicting or additional terms and conditions which may appear on any contract, purchase order or form submitted
by Licensee.
During the term of this Agreement, the relationship of Licensor to Licensee is that of an independent contractor only.
This Agreement shall be governed, construed and interpreted in accordance with the laws of France. The Tribunal du
Commerce of Nantes (Trade Court of Nantes) France, shall have the exclusive jurisdiction to resolve any dispute or
disagreement between the parties relating to this Agreement.
All notices, authorisations and requests in connection with this Agreement shall be in writing and shall be deemed given on
the day they are received by hand, first class mail, "FAX" or "TELEX" at the addresses herein or thereafter notified by either
party to the other in writing.
