Cognitive Additive End-Users License Agreement

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End-User License Agreement of Cognitive Design Systems (“Cognitive Additive”) Software.

 

 

Please read this EULA agreement carefully before completing the installation process and using the (“Cognitive Additive”) Software. This EULA agreement governs your acquisition and use of our “Cognitive Additive” software ("Software") directly from Cognitive Design Systems. In order to use our Software, you must accept this EULA agreement by ticking the box. By ticking the box, you agree to the terms of this EULA agreement. If you do not agree with the terms and conditions of this EULA agreement, do not install or use the Software, and you must not accept this EULA agreement.

 

 

 

# 1 Evaluation Software Terms

 

# 1.1 License and Term

 

Pursuant to an email or other written communication from Cognitive Design Systems with the license key details for the Software (“License Order Confirmation”), and subject to payment of all applicable license fees and other charges, Cognitive Design Systems hereby grants you the limited, non-exclusive, non-sublicensable, non-transferable license to install and use the Software in accordance with this Agreement and subject to any volume, user, field of use, configuration or other restrictions set forth in the applicable Licence Order Confirmation. If your purchase order or other documentation contains terms in addition to, or different than, the terms of this Agreement, those terms in that purchase order or other documentation shall be disregarded and the terms of this Agreement shall control.

 

# 1.2 Licence Options

 

Your license to install and use the software shall be in accordance with one or more of the following license options, as set forth on the License Order Confirmation or in your request for evaluation software. The Software may contain a software license management tool that regulates your use of the Software. If so, all of the licensed activity described below must be subject to the control of the License Manager, and you may not install or use the Software in a manner that circumvents or interferes with the operation of the License Manager or any other technological measure that controls access to the Software.

a. Demo (Evaluation) License. One identified device may use the Software for a limited evaluation period to be determined and stated by Cognitive Design Systems. The Demo License shall terminate at the end of the stated evaluation period unless otherwise agreed by Cognitive Design Systems.

b. Subscription License. (i) Customer may install the Software on its computers (for use by its employees only, where applicable) in the number specified in the applicable Licence Order Confirmation. The Software is licensed under each Licence Order Confirmation on a subscription basis per individual Customer user (Subscription Licence). The term of each Subscription Licence shall be as set out in the applicable Licence Order Confirmation and shall commence on the start date specified on the applicable Licence Order Confirmation. The Subscription Licence shall automatically terminate upon expiry of the applicable Subscription Term unless the parties have agreed upon an automatic renewal of the term pursuant to the terms of the Licence Order Confirmation.

(ii) Customer may copy and install on Customer’s identified computers, for use only by Customer’s employees, as many copies of the Software as is designated on the applicable Licence Order Confirmation forms.

(iii) All annual subscription fees shall be payable per authorised user as set forth in the applicable Licence Order Confirmation.

(iv) Cognitive Design Systems shall provide the support and maintenance services as referred to in the Licence Order Confirmation form.

You are permitted to load the “Cognitive Additive” software (for example a PC, laptop, mobile or tablet) under your control. You are responsible for ensuring your device meets the minimum requirements of the software.

 

# 1.3 Restrictions

 

It is your responsibility to ensure compliance with the terms of this Agreement. For example, for subscription licenses, you must take steps to ensure that the number of concurrent users does not exceed the number of user licenses that you have purchased. Except as may otherwise expressly be provided herein and as otherwise expressly permitted by law, you shall not, directly or indirectly:

(a) Use the Software in a manner that infringes any third party’s copyrights or any other rights;

(b) Make any translation, adaptation, arrangement, modification, derivative work or other alteration of the Software;

(c) Distribute, sell, give away, hire or lease the Software, or another product wholly or partially derived from the Software, or offer to do any of the foregoing;

(d) Assign, sell, lease, rent, time-share, or otherwise make all or any part of the Software available for installation or use by any third party, as a service bureau, application service provider or otherwise, without the prior written consent of Cognitive Design Systems;

(e) Decipher, decompile, disassemble or reverse engineer the Software, in whole or in part. To the extent you are expressly permitted by law to reverse engineer the Software, you agree to use such findings only as expressly permitted by law, and to otherwise hold such findings in strict confidence.

 

# 1.4 Intellectual Property and Ownership

 

Cognitive Design Systems shall at all times retain ownership of the Software as originally downloaded by you and all subsequent downloads of the Software by you. The Software (and the copyright, and other intellectual property rights of whatever nature in the Software, including any modifications made thereto) are and shall remain the property of Cognitive Design Systems.

Cognitive Design Systems reserves the right to grant licences to use the Software to third parties.

 

# 1.5 Termination

 

This EULA agreement is effective from the date you first use the Software and shall continue until terminated. You may terminate it at any time upon written notice to Cognitive Design Systems.

It will also terminate immediately if you fail to comply with any term of this EULA agreement. Upon such termination, the licenses granted by this EULA agreement will immediately terminate and you agree to stop all access and use of the Software. The provisions that by their nature continue and survive will survive any termination of this EULA agreement.

 

# 2 Support

 

Subject to the payment of all applicable fees, you shall be entitled to participate in the Cognitive Design Systems support program indicated on a License Order Confirmation. Information regarding support offerings made generally available by Cognitive Design Systems is available from Cognitive Design Systems upon request. The provision of support services by Cognitive Design Systems, if any, shall be subject to the terms of this Agreement.

 

# 3 Governing Law

 

This EULA agreement, and any dispute arising out of or in connection with this EULA agreement, shall be governed by and construed in accordance with the laws of France.

Any dispute arising under this EULA agreement or concerning the Service shall be finally and exclusively settled by the competent courts of Toulouse, France.

 

 

# 4 LIMITATION OF LIABILITY

 

TO THE MAXIMUM EXTENT PERMITTED BY LAW, Customer agrees that NEITHER COGNITIVE DESIGN SYSTEMS NOR SUPPLIERS OR LICENSORS shall be responsible for any loss or damage to Customer or third parties caused by failure of the Software to function OR FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR TECHNOLOGY, in no event will COGNITIVE DESIGN SYSTEMS OR SUPPLIERS OR LICENSORS be liable for any special, consequential, exemplary, incidental, or indirect damages, including lost profits, in connection with the use of the Software or other materials provided along with the Software or in connection with any other claim arising from THIS AGREEMENT, even if advised of the possibility of such damages. THE AGGREGATE LIABILITY OF COGNITIVE DESIGN SYSTEMS OR SUPPLIERS OR LICENSORS AND THE RELATED PARTIES MENTIONED ABOVE WITH RESPECT TO ALL CLAIMS ARISING UNDER, IN CONNECTION WITH, OR IN ANY WAY RELATING TO THIS AGREEMENT AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT OR IN TORT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, SHALL NOT EXCEED THE AMOUNT RECEIVED BY COGNITIVE DESIGN SYSTEMS FROM THE CUSTOMER DURING THE PREVIOUS 6 MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM (IF ANY).

 

 

 

## 5 General

 

This Agreement shall inure to the benefit of Cognitive Design Systems and its successors or assigns. Waiver of breach of any provision of this Agreement shall not be deemed a waiver of that provision or any other provision. If any provision of this Agreement is held to be unenforceable, it will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force. This Agreement may be modified or amended only in writing signed by both you and Cognitive Design Systems.

If you have any questions about this Agreement, or if you wish to change the address to which notices may be sent to you for purposes of this Agreement, you may write to Cognitive Design Systems at the following address:

 

Cognitive Design Systems

7 rue de Bayard 31000 Toulouse, FRANCE