REAL FUSIO LICENSE TERMS AND CONDITIONS
THESE LICENSE TERMS AND CONDITIONS GOVERN THE CLIENT'S USE OF THE SOFTWARE DEVELOPPED AND/OR DISTRIBUTED BY REAL FUSIO FRANCE SAS AND MENTIONNED ON THE AGREED PURCHASE ORDER OR COMMERCIAL OFFER. PLEASE READ CAREFULLY THIS DOCUMENT AND CONSIDER THAT (i) PLACING THE ORDER BY SIGNING A COMMERCIAL OFFER SENT BY REAL FUSIO FRANCE SAS AND (ii) CLICKING ON THE "I AGREE" BUTTON DURING THE INSTALLATION PROCESS, IMPLIES FULL ACCEPTANCE OF THE FOLLOWING TERMS AND CONDITIONS.
Definitions
"Affiliates" means all those entities ultimately directly or indirectly controlled or under common control of AKKODIS INGENIERIE PRODUIT SAS or Client.
"Client": legal entity who bought the license.
"Licensor": REAL FUSIO France SAS
"Contact": interlocutor, person in charge of representing the Client and benefiting from a nominal access to the Licensor's Helpdesk.
"Designated Computer": Computer on which a Fixed-License has been installed.
"Documentation": Software use instructions, provided on paper copy or any other medium. It includes a list and descriptions of the Software's features, as well as instructions for installing, setting and using the Software.
"Fixed-License": License associated with a single and Designated Computer. A fixed License allows the use of the Software by any user physically accessing via the Designated Computer.
"Floating-License": shareable License. A Floating-License allows use of the Software on any computer linked to a Token network. One User can use several Floating Licenses simultaneously, generating therefore the assignation of the corresponding number of Tokens. 
"HELPDESK": means an online tool accessible through an Internet browser HTML5; browser with access to the website communicated to the Client.
"License": Software right of use acquired by the Client.
"License File": Software's protection system, in the form of a computer file.
"Maintenance Service": preventive and corrective maintenance and technical support standard services provided by the Licensor.
"Major update": new Software version including major modification or improvement of the Software. A Major Update is identified by the change of the whole part of the version number (e.g. V2.2 => v3.0).
"Minor Update": new Software version including minor modification or improvement of the Software. A Minor Update is identified by the change of the decimal part of the version number (e.g. v2.2 => v2.3).
"Offer": the commercial proposal made by the Licensor and agreed by the Client defining the commercial conditions applicable until the expiry or termination of the License.
"Order": means the order placed by the Client to subscribe to a License, incorporating by reference the terms of this License. 
"Software": The Software is not a specific computer program developed to comply with the specific needs of the Client, but it complies with the Documentation. The Software concerned by License granted to the Client is identified within the Offer.
"Territory": All countries except countries pertaining to Group E:1 and E:2 in accordance with US Export Administrative Regulations (EAR) 15 C.F.R. part 730 et seq. which are, at the date of the License Terms and Conditions: Iran, North Korea, Sudan, Syria and Cuba.
"Token": means software means to temporarily assign a Floating License to a User. One User is allowed to use simultaneously several Tokens. When all the Tokens are used, a new user who wants to connect to the Software will have to wait until a Token becomes available.
"Tokens Server": network Software server distributing Tokens needed to use the Software, protected by a Floating-License.
"Update": any Minor or Major Update.
"User(s)": any natural person authorized by the Client, under his responsibility, to use the Software on any of the Client's sites on the Territory on the following conditions. A user can be a collaborator of the Client, but can also be an employee of a service provider or subcontractor of the Client, provided that the supplier or subcontractor is involved in the personal needs of the Client (either on a Client's site or a subcontractor's or provider's site), provided that the Client is solely responsible for the use of the Software by such User. If the Users are in no means collaborators to the Licensor, it is for the Client to ensure that the Software use conditions are communicated to them and that their use is strictly compliant to those conditions. The maximum number of Authorized Users is defined by the type of License ("License Fixed" or "Floating License") and the number of purchased Licenses or Tokens Server's capacity that the Customer has acquired a right to use.
Purpose and scope of the License Terms and Conditions
The License Terms and Conditions governs the conditions of the right to use of the Software granted by the Licensor to the Client, as well the conditions of performance of the associated Maintenance Service. 
License
The Licensor confirms that he is either the owner of the Software operating rights or is   duly authorized to consent use of the License on the elements which have not been developed by the Licensor.
Subject to payment of the price set forth in the Offer, the Licensor grants a personal, temporary, non-assignable and non-exclusive License to the Client and to any authorized User allowing the use of the Software as initially agreed, i.e. for the Users operating requirements with regards to 3D and CAO files and for the duration of the License. The Software can only be (i) installed on the Designated Computer in case of a Fixed-License and/or (ii) used by the Users in case of a Floating-License.
The License confers strictly no Software Intellectual Property right to the Client. The Software Intellectual Property remains the full and exclusive property of the Licensor. The Client agrees to abide by the properties mentions available on the Software, the supports or the Documentation.
The License is strictly limited to the right of use of the Software in the frame of its purpose and prevents, unless express prior written agreement from the Licensor, from any other use, albeit non-exhaustively commercial distribution of the Software (including lease), reproduction in all or in part of the Software, by any mean, existing or to appear, decompiling, disassembling or any attempt to discover and/or extract the Software source code, in whole or in part.
The License implies no enduring right to reproduce and use the graphic designs, the brands and any other distinctive mark, which remains the exclusive property of the Licensor.
The Licensor expressly reserves the exclusive right to intervene in the Software in order to ensure an adequate use, including errors correction. The User is prohibited from intervening and from involving a third party in the Software.
The User is prohibited from translating, adapting, arranging or modifying the Software, or exporting or merging it with any other software.
All updated or corrected version of the Software, as well as all the Documentation linked and provided to the User, remains the exclusive property of the Licensor.
Terms of Use
The Software is provided in an object code form and on supports readable by the Computers Designated in the Documentation.
The Client must ensure that the Software complies with its needs and that his personnel is efficiently trained to a proper use of the Software.
Software installation is performed by the User, under his own responsibility, in accordance to the instructions of the Documentation.
The User must pre-accept the new License conditions that might be generated while installing the Software Updates. If the User does not wish to benefit from those Updates or if he does not want to accept those new License conditions, the version of the License in effect on the day of the conclusion will run until termination on the License. In any case, an Update installation, whose functionalities may vary one version from the other, remains of the responsibility of the Client; it also remains of his responsibility, before any installation and/or launching any operating Update, to ensure that the features of the new version Updates comply with his needs.
The Software contains specific components implemented by the Licensor in the frame of so-called "free" and "open-source" Licenses. The list of these components and the author's identity is available in the menu of the Software, link "About".
The Licensor will be able to, at his own cost, perform an audit to check that the present terms of use are observed by the Client and his authorized Users. Such an audit will be performed during regular business hours in the Client's premises and shall not unreasonably disrupt in any case the Client's activities. If such an operation reveals that a Client did not pay the Licensor the relevant fees, the Client will be accordingly invoiced, on the basis of the public retail price effective on the last day of the audit; shall the unpaid fees exceed five percent (5%) of the fees already paid, the Client shall bear the reasonable cost of the audit.
The User can only enjoy user rights based on the granted License and the authorized number of User. Consequently, it is recalled to the Client that any act and/or implementation of mechanism able to mislead the Licensor on the real number of used License is prohibited.
As data controller, the Client shall respect the General Data Protection Regulation (EU) 2016/679 "on the protection of natural persons with regard to the processing of personal data and on the free movement of such data" especially by notifying the Users, as data subjects, of the purposes of the processing.
Maintenance
The Client benefits from a technical support service as part of a normal use of the Software.
Maintenance is offered only on the current version of the Software as well as the previous Major Update (during eighteen (18) months as from the date of the release of the next Major Update).
Maintenance includes access, via the Contact, to Updates.
Technical support answers will be provided within a reasonable timeframe, depending on error type, and can take the form of:
Defective media replacement, when issue results from a defective media.
Issue resolving via REAL FUSIO HELPDESK.
New Software version proposition within a reasonable timeframe in order to correct the error avoiding damaging the smooth running of the Software.
The Licensor shall not be required to ensure Maintenance if the issue results (or seems to result) from (a) a misuse of the Software by the Client or the Users or by modifications operated by the Client or any third party to the Software, or (b) issue not directly linked to the Software, or failure to comply with the instructions, process, safety and precautionary measures and/or other warnings mentioned in the Documentation. Exclusives from Maintenance are (a) training, installation, advise or assistance requests while training, installation, advise or assistance contracts can be provided by REAL FUSIO; (b) travel or on-site support requests; (c) Software configuration modification requests when an Update is needed; (d) Software customization requests. Any additional services not explicitly included in the Maintenance will be automatically additionally invoiced.
The Licensor will elaborate, in its sole discretion, new Software Updates and/or new Documentation. 
The Client acknowledges he is solely responsible for the installation and use of the Software by his authorized Users. The Client shall appoint a single contact partner responsible for Maintenance. This person, able to correctly use the Software and install the Updates and/or their patches, will be the only person empowered, except in case of emergency, to contact the Licensor.
The Software is used under the sole supervision, control and responsibility of the Client who has to (a) ensure the technical configuration is geared to the Software use, (b) ensure all software/computer program jointly used with the Software is not likely to have any damaging consequence on the Software, and (c) establish, where applicable, an adequate contingency plan involving back-up procedures and, more generally, take any appropriate measure to guard against any damaging consequence resulting from the use of the Software. The Client undertakes to perform regular back-ups of his data and files. 
The Client will collaborate, in good faith, to facilitate the Maintenance. He commits, in particular, and to this aim, to communicate to the Licensor all the necessary data to reproduce the error requesting Maintenance.
Warranty
The Software is designed to meet with a large number of Users requirements. The Licensor cannot guarantee its adaptability to the specific needs of the User.
The Licensor underwrites the User that the Software complies with the Documentation and can be used throughout the period of validity of the License. Towards warranty, the Licensor will take over any blocking issue correction (preventing the use of the Software's major functions) or will replace the faulty Software, if provided via a physical support. 
In the event of a non-respect of the terms of use mentioned in the Documentation or if the User has intervened himself or asked a third party to intervene in the Software, the warranty is excluded.
The Licensor cannot ensure either that the Software is free from any bug or that no operating disruption can happen. Hence, it is kindly reminded to the User that he has to anticipate safety plans and measures to minimize the consequences notably linked to a possible temporary disruption or a data loss generated by the Software, due to its use.
The Licensor warranties the Software is exempt from any computer virus upon delivery.
The Licensor makes no additional warranty, express or implied, unless more favorable provisions under the Law.
It is agreed by the Parties that in case of modification or alteration of the Software and/or the data necessary for its proper functioning, no warranty will apply but also the Licensor may terminate the License as of right by registered letter with an acknowledgement of receipt, without incurring any liability whatsoever in respect of such termination and without refund from the Licensor.
Responsibility
The Client acknowledges he has become acquainted with the functionalities and limits of the Software and assesses harmony between the Software and his needs, and consequently confirms he chose the Software under his own responsibility.
The Licensor shall not be held responsible for failure, in any case whatsoever, of the result given, which shall be verified by the User. The Licensor shall not either be held responsible for any accidental loss of the User's data, which he will be responsible of saving. It is all expressly agreed between parties that the Licensor cannot be held responsible for any indirect damage (including the shared intention between the Parties), operating and profits losses.
By all means, the Licensor's responsibility is limited per Order, to the annual price paid by the Client, for the involved Software.
Price - delay in payment
The price owed by the Client for the License includes the right of use of the Software and the Maintenance as described in the Offer.
Any delay in payment, in whole or in part of the amount on the due date, will bear contractually-agreed interest, the ECB average rate increased by 10 points. In addition, the Licensor shall be entitled to avail himself of the provisions of the hereunder point 10.
Likewise, the Licensor has the strict right to suspend any ongoing activity, of any nature and at any stage whatsoever. However, this suspension shall not be considered termination of these License Terms and Conditions due to the Licensor or open any right to compensation for the Client.
Confidentiality - Data protection
During the execution of the License Terms and Conditions and two (2) years thereafter, both Parties agree not to disclose to third parties different from its Affiliates and contractors with a need to know, the confidential information, whatever their form and medium, identified as confidential at the moment of disclosure or otherwise of a confidential nature (hereinafter "Confidential Information") used or disclosed between the Parties.  Both Parties agree to require their employees, Affiliates and contractors not to disclose (i) Confidential Information communicated by one Party to the other Party in their commercial relationship (ii) any Confidential Information generated or that the Parties become aware of, within the scope of its commercial relationship. Confidentiality obligations are no longer applicable to information that a) is created to be disclosed publicly, b) becomes public by means other than a breach of confidentiality obligation of the Parties, c) is received by one of the Parties under no confidentiality obligation, or d) is required to be disclosed by public official entity and disclosing party has informed the other party in advance of such disclosure. 
The data about the User is collected by the Licensor, during the use of the Software, or its Updates. They are the subject of a computer processing whose main purpose is the commercial follow-up and contract management. The User agrees that these data are collected, stored, kept and used by the Licensor, who is responsible for their processing, on the legal base of article 6.1a of the RGPD, as well as Art. 32. II of the Data Protection Act of 6 January 1978 amended. The recipients of the data are the Licensor, its internal departments, as well as any legally authorized person. The duration of the processing is limited to the contractual time of use of the Software, the data is stored within the EU. You have the rights of access, rectification and other rights granted to persons whose data are processed according to the Regulation 2016/679 of April 27, 2016, you can exercise these rights by mail by contacting the Licensor, or the DPO at the email address data-privacy@akka.eu.
Each of the parties is prohibited from communicating to anyone, directly or indirectly, all or part of the information of any nature, commercial, industrial, technical, financial, nominative, etc., which has been communicated to it by the other party, or of which he would have known about the execution of these license terms and conditions.
Duration of the License
The duration of the License(s) and the associated Maintenance Service is set forth in the Order. The Client who wishes to renew the License shall ask for the renewal to the Licensor. The Licensor shall not be held responsible for any disruption in the right of use as a result of the expiry of the License(s).   
In accordance with the provisions of the Offer, the License may be tacitly renewed for the same duration as the initial duration.
Termination of the License(s)
In the instance of non-compliance by the Client or one of the User of any of his obligations under these License Terms and Conditions, the relevant License can be terminated by the Licensor, thirty (30) days after an official notice is sent by registered letter with recorded delivery (" LRAR ") remained unsuccessful, without prejudice to the Licensor's right to seek compensation for the damage.
The License termination shall not prevail neither from a reimbursement of the price of the License to the Client, which remains the Licensor's property, nor from renunciation of the Licensor to seek compensation for the damage caused. The Client is responsible for making all necessary arrangements in order to avoid any License profit loss.
In case of termination, regardless of the cause, the Client shall ensure full removal of the set of installed Licenses and to immediately return to the Licensor all the copies of the Software in his possession, as well as all Documentation and, when appropriate, the backups. In any case, the Client shall restrain from using any further, making or keeping a copy of the Software, in whole or in part.
General points
Added to the elements due to force majeure usually retained by the French law, the Parties' obligations will be automatically suspended due to causes beyond their reasonable control preventing the normal execution of these License Terms and Conditions, e.g. earthquake, fire, storm, flood, interruption of telecommunications, interruption of network operations.
The noticing party shall as soon as possible inform the other of its inability to perform the service, justifying the interruption. The suspension of obligations shall in no case be a cause of responsibility for non-execution of the involved obligation.
The current License being concluded " intuitu personae ", the Client undertakes to refrains from either transferring the License or any of his rights and obligations to a third party, or from entrusting the performance of all or part of his contractual obligations.
The Client undertakes to refrain from delivering, transferring or exporting the Software in any country whatsoever, or using it on a way forbidden by the Export Law applicable in the United States of America and in the Territory where the Client is allowed to use the Software. 
The Software, which integrates dual use information security items of American origin (ECCN 5D992.c <10%), is subject to the US Export Administrative Regulations (EAR) 15 C.F.R. part 730 et seq. for the country Group E:1 and E:2 which are, at the date of the License Terms and Conditions: Iran, North Korea, Sudan, Syria and Cuba. In particular, the User shall not use, export or re-export the Software in those countries and with end users or for end uses in breach of the US export control regulations.
It is formally agreed that any tolerance or renunciation by one of the Parties to enforce all or part of the rights and obligations provided from this License, whatever the frequency and duration, shall not be construed as modification of this License or confer any right whatever.
The invalidity or unenforceability of any stipulation of this License shall not affect the other stipulations, which shall continue in full force and effect. However, the Parties will be able to come to an agreement to replace the invalidated stipulation(s).
Applicable Law - Litigation
It is expressly agreed by the Parties that these License Terms and Conditions is subject to French law, excluding any other legislation.
The contractors agree to meet each other within fifteen (15) calendar days after a registered letter is received in order to find a solution to any litigation that may occur during the execution of these License Terms and Conditions. If the Parties cannot agree on a compromise or solution, after the fifteen (15) calendar days, the dispute shall fall within the scope of the competent Courts of Paris, including for summary hearings, notwithstanding recourse in warranty or plurality of defendants.
Specific conditions applicable to assessment and Beta versions
Specific conditions to assessment versions
When an assessment version is granted to the Client, it shall not be used for operating or productive purposes, but for assessment only. As a consequence, the Client shall refrain from operating or putting into production the Software and the Licensor therefore disclaims responsibility. An assessment version shall, in any case, remain granted for a short term use, as defined in the Licensor's Offer, and does not include maintenance of the Software.
Specific conditions to Beta versions
Beta versions of the Software, when available, can be provided to the Client upon request. In that case, they are provided 'as is', for test purposes only, with no guarantee from the Licensor whatsoever. Errors, lacks or incomplete functions might appear. As a consequence, the Client acknowledges he uses a Beta version, under his own responsibility and at his own risk. By using a Beta version, the Client understands and agrees voluntarily and without consideration to contribute to the Software development by sharing comments and suggestions on his use. No maintenance of the Software will be provided.