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- The LICENSEE shall inform ALDEBARAN of any potential defects discovered when using the Product;
- The LICENSEE shall notify ALDEBARAN promptly of any legal notices, claims or actions directly or
indirectly relating to the Software against a third party and not enter into or compromise any legal action
or other proceeding relating to the Software without the prior written consent of ALDEBARAN;
- The LICENSEE shall not use, without the prior written consent of ALDEBARAN, the Software for the
benefit of third parties in any manner, and in particular:
(a) not sell, resell, lease, transfer, license or sublicense or otherwise provide the Software to any third
party, and, in a more general manner, not communicate all or part of the Software to any third party;
(b) not charge or otherwise deal in or encumber the Software;
- The LICENSEE shall not delete, remove or in any way obscure the proprietary notices, labels or marks
of ALDEBARAN or its licensors on the Software and conspicuously display the proprietary notices,
labels or marks on any copy of the Software;
- Except otherwise expressly agreed the LICENSEE shall not alter, modify, decompile, disassemble, or
reverse engineer the program code or any other part of the Software, in whole or in part, except in the
events and only to the extent expressly provided by law. However, even if the law authorizes the above
acts, LICENSEE shall give ALDEBARAN a written notice seven (7) calendar days prior to the date on
which these acts are scheduled to take place and allow a representative of ALDEBARAN to be present
during these acts;
- Except otherwise expressly agreed the LICENSEE shall not develop any other software programs or
derivative works on the basis of the Software. Any such software program or derivative work shall in no
case be sold, assigned or licensed by the LICENSEE;
- To avoid any misunderstanding it is agreed that LICENSEE shall have the right to use and exploit the
result given by the use of the software in conformity of this license agreement.
- The LICENSEE shall not use the Software for illegal purposes or in illegal manner, including in violation
of the intellectual property rights of ALDEBARAN or any third party;
- The LICENSEE shall provide ALDEBARAN promptly with any information, material, software or
specification as may reasonably be required for the proper performance of this Agreement including
access to appropriate members of the LICENSEEs staff. The LICENSEE is responsible for the
completeness and accuracy of such information, material, software or specification;
ARTICLE 3 - LIMITED WARRANTIES AND LIMITATION OF LIABILITY
3.1 ALDEBARAN warrants that it has full title and ownership to the Software. ALDEBARAN also
warrants that it has the full power and authority to enter into this agreement and to grant the license
conveyed in this Agreement. Aldebaran warrants that the use of the Software in conformity with this
Agreement will in no way constitute an infringement or other violation of any Intellectual Property of any
third party.
Should the Software give rise, or in ALDEBARAN opinion be likely to give rise to any such claim,
ALDEBARAN shall, at its option and expense, either:
(i) procure for LICENSEE the right to continue using such Aldebaran Software; or
(ii) replace or modify the Aldebaran Software so that it does not infringe the intellectual property rights
anymore; or
(iii) terminate the right of use of the Software.
Except as set out in this Agreement, all conditions, warranties and representations in relation to the
Software are excluded to the extent permitted under applicable law.
3.2 AS FAR AS PERMITTED BY THE APPLICABLE LAW:
ALDEBARAN PROVIDES THE SOFTWARE AS IS, AND DOES NOT WARRANT THAT THE USE OF
THE SOFTWARE, FUNCTIONALITY, THE OPERATION AND/OR CONTENT WILL BE:
UNINTERRUPTED, ACCURATE, COMPLETE, FREE FROM ANY SOFTWARE VIRUS OR OTHER
HARMFUL COMPONENT.
ALDEBARAN DOES NOT WARRANT THE INTERNAL CHARACTERISTICS, THE COMPATIBILITY FO
THE SOFTWARE WITH OTHER SOFTWARE, THE ACCURACY, ADEQUACY, OR COMPLETENESS
OF SOTWARE AND ITS RESULT AND DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS.
ALDEBARAN DISCLAIMS ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS
OR IMPLIED, INCLUDING THOSE OF PERFORMANCE OR MERCHANTABILITY OR RELIABILITY
USEFULNESS OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE
AND ITS RESULTS.
3.3 IN NO EVENT WILL ALDEBARAN BE LIABLE FOR ANY DAMAGES (INCLUDING WITHOUT
LIMITATION DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES, COST OF PROCURING SUBSTITUTE SERVICES, LOST PROFITS, LOSS OF DATA,
LOSSES, OR OTHER EXPENSES) ARISING IN CONNECTION WITH THE PROVISION OR USE OF
THE SOFTWARE, RELATED SERVICES OR INFORMATION PROVIDED PURSUANT TO THIS
AGREEMENT, REGARDLESS OF WHETHER SUCH CLAIMS ARE BASED ON CONTRACT, TORT,
STRICT LIABILITY, OR OTHERWISE, OR WHETHER PROVIDER HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, LOSSES, OR EXPENSES.
WITHOUT LIMITING THE FOREGOING, THIS LIMITATION OF LIABILITY INCLUDES, BUT IS NOT
LIMITED TO, THE UNAVAILABILITY OF THE APPLICATION(S), UNAUTHORIZED ACCESS, ANY
FAILURE OF PERFORMANCE, INTERRUPTION, ERROR, OMISSION, DEFECT, DELAY IN
OPERATION OR TRANSMISSION, COMPUTER VIRUS, OR SYSTEM FAILURE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR ANY STATUTE OR
RULE OF LAW TO THE CONTRARY, SUBJECT TO THIS ARTICLE, ALDEBARANS CUMULATIVE
LIABILITY FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,
WHETHER DIRECTLY OR INDIRECTLY, SHALL NOT EXCEED ALL FEES PAID TO ALDEBARAN BY
THE LICENSEE FOR THE USE OF THE SOFTWARE. IN THE EVENT THE SOFTWARE IS GRANTED
FOR FREE TO THE LICENSEE, ALDEBARANS CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING
OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER DIRECTLY OR INDIRECTLY,
SHALL NOT EXCEED 100 (ONE HUNDRED EUROS).
WHENEVER THE ABOVE SECTIONS ARE NOT APPLICABLE UNDER THE APPLYING LAW
ALDEBARAN AS SOLE REMEDY SHALL AT ITS OPTION AND EXPENSE EITHER (I) REPAIR THE
DEFECTIVE OR INFRINGING SOFTWARE, OR (II) REPLACE THE DEFECTIVE OR INFRINGING
SOFTWARE, OR (III) REIMBURSE THE FEE PAID TO ALDEBARAN FOR THE DEFECTIVE OR
INFRINGING SOFTWARE. THESE REMEDIES ARE EXCLUSIVE OF ANY OTHER REMEDIES AND
ANY OTHER WARRANTY IS EXCLUDED.
ANY INDEMNIFICATION BY ALDEBARAN UNDER THIS WARRANTY IS EXCLUDED IF THE CLAIM
IS BASED UPON (I) A MODIFIED VERSION OF THE SOFTWARE FOR WHICH THE CHANGES HAVE
NOT BEEN EXPRESSLY AUTHORIZED OR VALIDATED BY ALDEBARAN, OR (II) A COMBINATION,
INSTALLATION OR USE OF ANY SOFTWARE COMPONENT EMBEDDED IN THE NAO ROBOT
WITH ANY OTHER ELEMENT, MATERIAL OR ITEM THAT IS NOT EXPRESSLY PROVIDED BY
ALDEBARAN FOR COMBINATION, INSTALLATION OR USE WITH THE SOFTWARE,
Termination. Either party may terminate this Agreement without advance notice. In case of breach of this
Agreement by the Licensee, the authorization to access and use the Software will automatically
terminate absent Aldebaran's written waiver of such breach.
Survival. To the extent applicable, the following articles shall survive the termination, cancellation,
expiration, and/or rescission of this Agreement: Articles 3.3, 4, 5, 7 and any provision that expressly
states its survival and/or are necessary for the enforcement of this Agreement.
Headings. The headings referred to or used in this Agreement are for reference and convenience
purposes only and shall not in any way limit or affect the meaning or interpretation of any of the terms
hereof.
Severability. If any of the provisions of this Agreement are held or deemed to be invalid, illegal or
unenforceable, the remaining provisions of this Agreement shall be unimpaired, and the invalid, illegal or
unenforceable provision shall be replaced by a mutually acceptable provision, which being valid, legal
and enforceable, comes closest to the intention of the Parties underlying the invalid, illegal or
unenforceable provision.
Waiver. Any failure or delay by either Party in exercising its right under any provisions of the Agreement
shall not be construed as a waiver of those rights at any time now or in the future unless an express
declaration in writing from the Party concerned.
Governing law and Jurisdiction. Parties agree that all matters arising from or relating to the Software and
this Agreement, shall be governed by the laws of France, without regard to conflict of laws principles. In
the event of any dispute between the Parties, the Parties agreed to meet to discuss their dispute before
resorting to formal dispute resolution procedures.