MORPHO LICENSE AGREEMENT
IMPORTANT – PLEASE READ CAREFULLY
YOU (REFERRED TO AS « LICENSEE ») AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT BY INSTALLING, ACCESSING, DISPLAYING, AND/OR USING THE SOFTWARE WHICH ACCOMPANIES THIS LICENSE AGREEMENT AND INCLUDES COMPUTER SOFTWARE AND ACCOMPANYING DOCUMENTATION.
IF LICENSEE DOES NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, LICENSEE SHOULD NOT INSTALL OR USE THE SOFTWARE.
1. LICENSE GRANT
Subject to the following terms and conditions, Morpho grants to Licensee and Licensee accepts a limited, non-exclusive License to install, use the machine readable version of the Software in the Territory, distribute and sub-license the Software to end-users but only as embedded software in the Products in machine readable version only. License rights include the development by Licensee of its own systems for the Software which consists in a Software Development Kit.
Licensee agrees not to alter, reverse engineer, decompile or disassemble the Software.
Licensee shall not create any derivative work based on the Software or remove, modify or obscure any copyright or other proprietary notice of Morpho or Morpho’s licensor. Licensee shall not make the Software available to any third parties except as expressly mentioned in this Agreement and subject to the limitations set forth in this article.
Additional software/services: This License Agreement applies to updates, supplements, product support services that Licensee may obtain after the date Licensee obtains the initial copy of the Software unless Licensee accepts updated terms or another agreement governs.
2. MORPHO’S RIGHTS
This License is not a sale of the Software. The Software is the proprietary property of Morpho or its licensors and all right, title and interest, including all intellectual property rights therein, shall remain with Morpho or its licensors and the Software is protected by French copyright laws and international treaty provisions. The Software or portions thereof may not be modified or transferred.
3. LICENSE FEES
The License fees paid by Licensee are paid as a consideration for the number of Software Licenses granted pursuant to the terms of this License Agreement.
This License starts on acceptance of the License Agreement as set forth here above (the « Effective date ») and shall continue until terminated. Morpho may terminate this License Agreement upon breach by Licensee of the provisions of this Agreement. Upon termination, Licensee shall cease all use of the Software and shall return all copies of the Software to Morpho or destroy or render unusable the Software and all backup thereof.
5. LIMITED WARRANTY
MORPHO WARRANTS THAT THE SOFTWARE WILL PERFORM SUBSTANTIALLY IN ACCORDANCE WITH THE ACCOMPANYING DOCUMENTATION FOR A PERIOD OF NINETY (90) DAYS FROM THE EFFECTIVE DATE. EXCEPT FOR THIS LIMITED WARRANTY, THE LICENSED SOFTWARE IS LICENSED “AS IS” AND “WITH ALL FAULTS” AND TO THE EXTENT PERMITTED BY LAW. MORPHO DISCLAIMS ALL WARRANTIES, WHETHER STATUTORY, EXPRESS, IMPLIED, ORAL OR WRITTEN, INCLUDING ALL WARRANTIES OF NON INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
LICENSEE SOLE REMEDY FOR ANY BREACH OF THE WARRANTIES CONTAINED HEREIN OR IMPLIED BY LAW AND WHICH CANNOT BE EXCLUDED, SHALL BE LIMITED TO REPLACEMENT OF THE SOFTWARE OR, IF SO ELECTED BY MORPHO, THE REFUND OF THE AMOUNT ACTUALLY PAID BY LICENSEE.
6. LIMITATION OF LIABILITY
MORPHO SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF USE OF THE SOFTWARE OR INABILITY TO USE THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO LOSS OF INCOME OR LOSS OF CONTRACTS, DOWNTIME, DAMAGE TO OR REPLACEMENT OF PROGRAMS AND DATA, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR DAMAGE AND REGARDLESS OF WHETHER THEY ARE CAUSED DIRECTLY OR INDIRECTLY.THE PROVISIONS OF THIS PARAGRAPH WILL SURVIVE ANY TERMINATION OF THIS AGREEMENT.
THE MAXIMUM LIABILITY OF MORPHO HEREUNDER SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY LICENSEE FOR THE SOFTWARE.
Licensee shall indemnify and hold harmless Morpho at all times from and against any and all liabilities, losses, judgments, costs and expenses (including reasonable attorney’s fees) that arise from any claim based upon Licensee’s breach of this Agreement or Licensee’s acts, omissions, or misrepresentations.
8. EXPORT LAW
Licensee shall comply with all applicable laws and regulations, including export laws and regulations of the United States. Licensee may not without the prior authorization of Morpho and the appropriate governmental authority, in any form export or re-export, sell or resell, ship or reship, or divert, through direct or indirect means, the Software within any territory for which the relevant government, or any agency thereof, at the time of such action requires an export license or other governmental approval. Violation of this provision shall be a material breach of this Agreement, permitting immediate termination by Morpho.
If any provision of this License Agreement is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.
10. NO WAIVER
The failure by either party to enforce any provision of this License Agreement at any time shall not be construed to be a waiver of any provision here under nor shall any such failure prejudice the right of such party to enforcement here under.
11. GOVERNING LAW
This License Agreement shall be governed by and construed under the laws of France. The application of the UN Convention on Contracts for the International Sale of Goods is expressly excluded. Any disputes in connection with this License Agreement shall be settled by Paris Courts.