End User License Agreement

SYSTRAN Translation Software

IMPORTANT – TO BE READ BEFORE OPENING THIS PACKAGE AND/OR USING THE SOFTWARE

By opening this sealed package containing the software in object codes with its accompanying documentation (jointly referred to hereafter as the Software) and/or by using the Software, you accept, as User, to comply with the terms of this user’s license agreement (hereafter referred to as the License).

Single User’s License

This License comes into force on the date marked on the receipt.

License

In consideration of the inclusive fee paid, SYSTRAN grants the User, who accepts, according to the terms of this license, the non-exclusive non-transferable right to use the Software in object code form on User’s personal computer as identified on the date of attribution by SYSTRAN of the activation code allowing use of the Software.

Copyright

The Software belongs to SYSTRAN and is protected by patents and/or international copyright laws applicable in Europe, the United States, and generally in all countries belonging to the international patents and copyright conventions. In case of any attempt at seizure or any contestation of SYSTRAN’s rights, the User shall immediately inform SYSTRAN, oppose any seizure and take all measures to enforce SYSTRAN’s copyrights. The User also agrees to take reasonable steps to protect SYSTRAN’s trademark or any logo belonging to SYSTRAN printed on the Software support. This license gives the User no rights over SYSTRAN’s trademark or logo.

Conditions for use

The right to use the Software is granted by SYSTRAN personally to the User, i.e., for use limited to User’s own requirements on a single identified personal computer, by User’s own employees, excluding all third persons to User’s company and all use in an internal or external network, and excluding use in a facility management or service bureau system or generally in the context of an online service.

By accepting this Software license, the User agrees to exclude any type of use not expressly authorized, including translation of the software, adaptation, creation of derivative programs, change or arrangement, in whole or in part, without prior written permission from SYSTRAN.

The User shall not decompile, reverse engineer, or disassemble the Software except as permitted by applicable law.

SYSTRAN expressly reserves the right to effect and/or authorize the correction of any alleged errors in the Software.

The User also agrees not to lend or hire the Software or make it available to others, by uploading or distributing it, in any form or by any means, including Internet or Minitel. The User has the right to make a single back-up copy of the Software.

Any use other than that provided for under this agreement requires a specific license with an additional fee.

Confidentiality

The User agrees not to disclose any documents or information communicated by SYSTRAN in the course of the performance of this License and agrees to have these measures observed by User’s employees.

Intellectual Property Rights Indemnification

If any allegation of patent or copyright infringement is formulated concerning the Software, the User agrees that SYSTRAN, acting at its discretion and at its own expense must obtain for the User the right to use the Software, replace or modify it to remove all grounds for any such claim.

If none of these measures is reasonably possible, the User agrees, upon demand, to justify the destruction of the Software or the return of the original copy of the Software to SYSTRAN. However SYSTRAN will refuse to provide any of the remedies mentioned above if the above copyright or patent violation claims concern:

- the use of a version of the Software other than the current non-modified version and the claims could have been avoided by use of the current non-modified version.

- the combination, application or interoperability of the Software with programs not supplied by SYSTRAN.

Limited Warranty

SYSTRAN warrants for a period of ninety (90) days from the date on the receipt:

- that the media accompanying the Software is free from any defect in materials and workmanship under normal conditions of use. SYSTRAN agrees to replace any defective media on condition that it is sent back during this period, accompanied by a written description of the problem and the receipt;

- that the Software is in compliance with the specifications defined in its documentation. The warranty granted under this article excludes any other warranty. SYSTRAN does not warrant that the Software will satisfy the User’s requirements, performances or expectations concerning its use or its operation, nor that the Software is free from bugs.

The User explicitly recognized that SYSTRAN is released from this warranty if the User should ever modify the executable version of the Software at User’s own initiative and/or should use it in a hardware or system environment different from that identified at the date of installation. Any work requested by the User, in the context of the guarantee, which is not due to any defect attributable to the Software will be billed by SYSTRAN on a time and materials basis at the hourly rate applicable when the work is done.

Disclaimer of other warranties

EXCEPT AS OTHERWISE PROVIDED HEREIN, SYSTRAN EXPRESSLY DISCLAIMS ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE.

Limitation on liability

SYSTRAN’s liability is expressly limited to the fulfillment of its obligations as described above. SYSTRAN shall not be held liable for any claims made by third parties.

It is expressly agreed that SYSTRAN shall in no case be held liable for damages incurred by the User due to any use to which the Software is put other than that for which it was supplied.

UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL SYSTRAN BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF SYSTRAN OR A SYSTRAN AUTHORISED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SYSTRAN’s only liability for money damages under this License, if such liability is established by a court decision, shall be limited to repayment of the fees paid by the User for the version concerned.

Duration – Termination

This License remains in force for the whole legal duration of the Software copyright. The License shall, however, be immediately terminated if the User does not comply with each and every term of this agreement. In case of termination, SYSTRAN shall keep the sums paid by the User and the latter shall immediately cease using the Software and shall effect its de-installation and return to SYSTRAN within a period of eight (8) days after notification of the termination.

Applicable law – Disputes

This License is subject to California law. In case any dispute should arise between the two parties concerning the drafting, interpretation or execution of this License, the parties agree to submit their dispute to the San Diego courts to which jurisdiction is hereby expressly attributed, even in case of special injunctions or the multiplicity of defendants.

Severability

If any clause of this License is judged null and void, all the other clauses shall nevertheless apply.

Force majeure

SYSTRAN shall not be held liable in case of impossibility or delay in performance of the License due to labor disputes, force majeure or any other event beyond its control.

Entire Agreement

This License cancels and supersedes any prior agreements or proposals, whether oral or written, between the parties concerning the content of the License. This License can only be modified by an amendment signed by both parties.