_ css deactivated
_ javascript deactivated

Software License Agreement

VELOCITY FRAMEWORK ‐ December 2017
List of the softwares covered by the terms and conditions of this license agreement and integrated in the velocity framework

  • Blu Age Velocity Data Simplifier (as of December 2017)
  • Blu Age Velocity BluSAM (as of December 2017)
  • Blu Age Velocity Datakom (as of December 2017)
  • Blu Age Velocity JICS (as of December 2017)
  • Blu Age Velocity BluShell (as of December 2017)
  • Blu Age Velocity Commons (as of December 2017)
  • Blu Age Velocity Application (as of December 2017)
  • Blu Age Velocity Web (as of December 2017)
  • Blu Age Velocity JHDB (as of December 2017)
  • Blu Age Velocity Restructuring (as of December 2017)
  • Blu Age Velocity Memory Cache ( as of December 2017)
  • Blu Age Velocity BluSam Server (as of December 2017)

Original document :
https://www.bluage.com/beam/eula/eula_velocity_december_2017.html
REF: [EULA-BA-VEL-052017-001]
BLU AGE COMPANY. 2017. Proprietary Document. May 2017


IMPORTANT READ CAREFULLY BEFORE INSTALLING OR DOWNLOADING OR USING THE PRODUCT

THIS BLU AGE SOFTWARE PRODUCT AS DEFINED BELOW (THE "PRODUCT") IS MADE AVAILABLE TO YOU, SUBJECT TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT ("LICENCE"). PLEASE READ THIS LICENSE CAREFULLY BEFORE INSTALLING OR DOWNLOADING OR USING THE PRODUCT. A COPY OF THIS LICENSE IS AVAILABLE FOR YOUR FUTURE REFERENCE IN THE "LICENSE.PDF" FILE PROVIDED WITH THE PRODUCT.
BY CLICKING THE "I ACCEPT" BUTTON OR OTHERWISE ACCEPTING THIS LICENSE THROUGH AN ORDERING DOCUMENT THAT INCORPORATES THIS LICENCE (THE "ORDERING DOCUMENT"), YOU AGREE TO FOLLOW AND BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE. IF YOU ARE ENTERING INTO THIS LICENSE ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL RIGHT AND AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS LICENSE AND, IN SUCH EVENT, "YOU" AND "YOUR" AS USED IN THIS LICENSE SHALL REFER TO SUCH ENTITY, IF YOU DO NOT HAVE SUCH LEGAL RIGHT AND AUTHORITY, OR IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS IN THIS LICENSE, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT DOWNLOAD, INSTALL OR USE THE PRODUCT.

BLU AGE COMPANY, as defined under Article 1, below is only willing to grant You this License if You obtained the Product from BLU AGE COMPANY or a Distributor. If You obtained the Product from any other source You may not install or download or use the Product.


1. DEFINITIONS

Unless otherwise defined, capitalised terms, singular or plural, used in this Agreement shall have the meaning set out below.

  • "Agreement" means this Licence Agreement and its Annex hereto, as amended, supplemented or substituted from time to time as and when applicable in accordance with the terms of this Agreement.
  • "BLU AGE COMPANY" means NETFECTIVE TECHNOLOGY S.A and its affiliates or subsidiaries as defined under Article L. 233‐3 I of the French Commercial Code.
  • "Copy" means the result of the duplication or reproduction of the Software on the same support or on a new support.
  • "Distributor" means any reseller, distributor or dealer authorized by BLU AGE COMPANY to distribute the Product.
  • "Documentation" means the description of the technical specifications, technical documentation, including but not limited to, the description of the architecture of the Software, the functions executable by the Software and its expected results, programming tools, compilation/de‐compilation tools and procedures, as well as, the user guide associated with the Software to enable the installation, parameterization and use of the Software.
  • "Hardware" means any and all machines, either on premises or in a private or public Cloud, hosting the Software and more generally any computer, computing environment, including a Server, which benefits from the Licensed Product. The licensed Product does not have to be physically installed on the computer environment to provide benefit, nor is there a requirement for the computing hardware to be owned by You. The term Hardware as defined herein includes, without limitation, non‐persistent deployments, electronic devices that are capable of retrieving data, and virtual machines.
  • "Intellectual Property Rights" means any intellectual and industrial property rights including but not limited to all rights in patents, utility models, semi‐conductor topography rights, copyrights, authors' rights, trade marks, brands, domain names, trade secrets, know‐how and other rights in information, drawings, logos, plans, database rights, technical notes, prototypes, processes, methods, algorithms, any technical‐related documentation, any software, registered designs and other designs, in each case, whether registered or unregistered and including applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world.
  • "Ordering Document" means either: (i) Your request for Using the Product, where such request is made via a web site or (ii) any other written order (either in electronic or paper form) that BLU AGE COMPANY or its Distributor(s) provide You that describes the License You are acquiring and that is signed by You (on behalf of Your company or other legal entity), either manually or electronically. Such Ordering Document could include other services, third party documents, and any other document referenced or incorporated into the Ordering Document.
  • "Parties" means You and BLU AGE COMPANY.
  • "Product" means the Software and its Documentation as defined under article 1 herein.
  • "Software" means the software identified above that You selected for download, install or use (in the version You selected for download, install or use) from BLU AGE COMPANY or its authorized licensees, any other machine readable materials (including, but not limited to, programs, libraries, source files, header files, and data files, modules of compilers, data base programs … any updates or error corrections provided by BLU AGE COMPANY, and any user manuals, programming guides and other documentation provided to You by BLU AGE COMPANY under this Agreement.
  • "Third Party Licensors" has the definition set out under article 8 of this Agreement.
  • "Third Party Provider of Cloud Services" has the definition set out under article 8 of this Agreement.
  • "Third Party Software" has the definition set out under article 8 of this Agreement.
  • "Token" means the authorization given to You by BLU AGE COMPANY or its Distributor(s) for each license that You acquire to use the Product. A Token may be a certificate or the installation and licensing instructions, Your invoice, Your Ordering Document, an activation file and which may be provided to You either with the Product or separately by BLU AGE COMPANY or its Distributors. The Token will eventually contain information specific to the Product licensed, the edition of the Product that You have licensed, the type of license under which You may Use the Product as defined herein, the duration and the number of licenses that You have acquired without license fee.
  • "Use" means either (i) copying or loading any portion of Software from storage units or media into any equipment for the processing of data by Software once so loaded, or the operation of any procedure or machine instruction utilizing any portion of either the computer program or instructional material supplied with the Software or (ii) accessing Software functionalities made available to You on virtual machines through private or public cloud. Use is deemed to occur at the location where any of the above processes happen. Use is limited to the type of operations described in the Documentation solely to process Your own work.
  • "You" and "Your" refers to the individual or legal entity that has purchased the Product, which is the subject of this Agreement, from BLU AGE COMPANY or its Distributor(s).

2. ENTIRE AGREEMENT

2.1
This Agreement, together with its Annex, supersedes all previous understandings between the Parties, whether oral or written, with respect to the purpose of this Agreement.
2.2
This Agreement and any other document incorporated by reference therein, such as but not limited to its Annex, shall be considered as one and the same document to form the entire Agreement between the Parties with respect to the Software to be delivered under this Agreement.
2.3
The terms and conditions described in this Agreement are valid for the Ordering Document which this Agreement accompanies.
2.4
In the event of any ambiguity, inconsistency or contradiction between the aforesaid contractual documents, the order of precedence between them shall be as follows: (1) this Agreement without its Annex and (2) Annex 1.

3. INSTALLATION

3.1
The technical environment on which the Software will be installed is defined in Annex 1 "Documentation" hereto. You hereby agree to provide at Your own cost the Hardware and appropriate resources to install and Use the Software unless such Use is done through the Cloud whereby the Hardware is provided by Third Party Provider of Cloud Services.
3.2
Subject to Article 3.1, You are responsible for the installation of the Software on the Hardware pursuant to Annex 1 "Documentation" hereto. You shall perform any tests and/or checks in this respect including but not limited to tests and checks recommended in the Documentation.

4. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP

4.1
The Intellectual Property Rights on the Software and the Documentation shall remain the sole property of BLU AGE COMPANY or its licensors and are protected throughout the world by Intellectual Property Rights. No license, right or interest in BLU AGE COMPANY's logos, or trademarks is granted to You under this Agreement and You hereby agree not to remove any product identification or notices of proprietary restrictions.
4.2
For the avoidance of doubt, nothing in this Agreement shall convey to You any title to or any rights in the Software including, but not limited to, all proprietary rights or ownership of any modifications or derivations thereof. Your sole right in relation to the Software is to Use the same for the duration of this Agreement, under the terms and conditions contained herein.
4.3
All Intellectual Property Rights in, or relating to, the Software, and all made thereto, and all patents, copyrights, or other proprietary rights related thereto are the sole and exclusive property of BLU AGE COMPANY or its licensors, whether they are arising directly or indirectly from You using the Software, or made by You, BLU AGE COMPANY or any of their employees or agents. You shall execute documents reasonably required by BLU AGE COMPANY to perfect such rights.

5. RIGHTS GRANTED AND LIMITS

5.1
Subject to the terms and conditions of this Agreement, BLU AGE COMPANY grants You a personal, non‐exclusive, non‐transferable and limited license, without license fees to reproduce and use internally the Software complete and unmodified for the sole purpose of running the programs as set out in the Token delivered to You by BLU AGE COMPANY or its Distributor(s). The license set forth in this agreement does not extend to any commercial features or development purposes as set out under this article 5.
5.2
Upon BLU AGE COMPANY's acceptance of Your Ordering Document, the sole right granted to You under this Agreement is the right to Use the Product in accordance with the terms of this Agreement. The term of the Licence is specified in the Ordering Document and the term of the Token provided to You by BLU AGE COMPANY or its Distributor(s) shall be granted accordingly.
5.3
You shall not either, yourself or with the assistance of others:
  1. reproduce, modify, translate, adapt and arrange all or part of the Software;
  2. correct the Software;
  3. disassemble or decompile the Software, (nor create a software product derived from the Software);
  4. modify the source code of the Software, nor integrate the Software in any manner whatsoever into another software product.
5.4
You shall not delete any markings or declarations relating to the Intellectual Property Rights, trademarks or any other notices, legends, or information relating to the protection and/or ownership of Intellectual Property Rights in the Software or Documentation provided by BLU AGE COMPANY.
5.5
You shall not pledge, sell, distribute, grant, sub‐license, lease, lend, whether on a free basis or against payment, or grant access on a time‐sharing basis or any other utilisation of the Software, whether in whole or in part for the benefit of a third party.
5.6
You shall not grant or sub‐license to any third party the right to Use the Software in any manner, including but not limited to, any outsourcing, loan, commercialisation by merging the Software in another software or adapting the Software.
5.7
If You use Open Source software in conjunction with the Software, You must ensure that Your use does not:
  1. create, or purport to create, obligations to BLU AGE COMPANY and/or its licensors with respect to the Software; or
  2. grant, or purport to grant, to any third party any rights to or immunities under BLU AGE COMPANY Intellectual Property Rights in the Software and/or its licensors' Intellectual Property Rights in the software. In particular, You also may not combine the Software with programs licensed under the GNU General Public License ("GPL") or any other similar licence in any manner that could cause, or could be interpreted or asserted to cause, the Software or any parts thereto to become subject to the terms of the GPL or the terms of the related licence. "Open Source" software used herein shall mean software that is available without charge for use, modifications and distribution and is often licensed under terms that require the user to make the user' s modifications to the Open Source software or any software that the user 'combines' with the Open Source software freely available in source code in such case of misuse You should support alone financial or legal consequences which may happen; or
  3. violate the respective Open Source licenses and related terms and conditions.

6. REPRESENTATIONS ‐ WARRANTIES

You represent and warrant You have the full power and authority to enter into this Agreement and to grant BLU AGE COMPANY the rights granted herein. You represent and warrant that any content You provide to BLU AGE COMPANY and/or Distributor does not and shall not violate or infringe any Intellectual Property Right of any third party.

7. CONDITIONS OF USE

7.1
Conformity with the Documentation
7.1.1
You shall Use the Software and ensure that the Software is used in the technical environment described in the Documentation, and that You are properly trained to Use the same in accordance with said Documentation.
7.1.2
You shall ensure that any of Your own software, program, material or any part thereof can be fitted on and interfaced with the Software so that the performance, reliability and safety of the Software, or any part thereof shall not be, or threatened to be modified, altered, or limited due to such fitting and interface.
7.2
Inspection and audit by BLU AGE COMPANY
BLU AGE COMPANY shall be entitled to enter Your premises to check whether the conditions specified above are fulfilled, and shall be entitled to inspect and/or audit as necessary all User's equipment and system on whichever site, at any time and from time to time, on the following conditions:
  1. BLU AGE COMPANY shall have access to all technical data as is necessary for the purpose of the inspection and/or audit;
  2. BLU AGE COMPANY shall be entitled to conduct any such inspection and/or audit at Your facilities and at the facilities of Your authorised sub‐contractors, as the case may be

8. THIRD PARTY SOFTWARE – ADDITIONAL TERMS

8.1
Third Party Software
The Products may operate or interface with software or other technology that is licensed to BLU AGE COMPANY from third parties ("Third Party Licensors"), which is not proprietary to BLU AGE COMPANY, but which BLU AGE COMPANY has the necessary rights to license to You ("Third Party Software"). You agree that:
  1. You will use such Third Party Software described in Annex 1 in accordance with this Agreement;
  2. no Third Party Licensor makes any warranties, conditions, undertakings or representations of any kind, either express or implied, to You concerning such Third Party Software or the products themselves, as the case may be;
  3. no Third Party Licensor will have any obligation or liability to You as a result of this Agreement or Your use of such Third Party Software;
  4. such Third Party Software may be licensed under license terms which grant You additional rights or contain additional restrictions in relation to such Third Party Software, beyond those set forth in this Agreement, and such additional license rights and restrictions are described under article 8.2 of this Agreement.
8.2
Additional Terms
Any third party components or third party provider of services, including but not limited to Third Party Software or third party provider of cloud computing services ("Third Party Provider of Cloud Services"), will be identified by BLU AGE COMPANY in the Documentation or elsewhere (www.bluage.com) ("Identified Component"), as being subject to different agreement terms and conditions (such as but not limited to disclaimer of warranty, limited warranty, liability etc.) and any other terms ("Additional Terms") than those set forth in this Agreement. You agree for such Additional Terms for any such Identified Component. For the avoidance of doubt, all terms and conditions imposed by a Third Party Provider of Cloud Services and Additional Terms are in addition to, not in lieu of, the terms and conditions of this Agreement.

9. OBLIGATIONS ‐ CONFIDENTIALITY

9.1
Obligations
You agree to do each of the following: (i) comply with all applicable laws, rules and regulations, including those regarding data privacy, copyright, and export control, and the terms of this Agreement; (iii) use reasonable security precautions for providing access to the Product by Your employees or other individuals to whom BLU AGE COMPANY provides access; (iv) cooperate with BLU AGE COMPANY's reasonable investigation of outages, security problems, and any suspected breach of this Agreement; (v) comply with all license terms or terms of Use for the Product, any software, content, service or website You use or access when using the Product; (v) use commercially reasonable efforts to prevent unauthorized access to or Use of the Product and immediately notify BLU AGE COMPANY or its Distributor(s) of any known or suspected unauthorized Use of the Product, or any other breach of security.
9.2
Confidentiality
Except as otherwise stipulated in this Agreement, the provisions on confidentiality shall apply. In any event, You agree to accept and retain the Product in confidence. In particular You acknowledge that the structure, organization, and source code of the Software are the proprietary confidential information of BLU AGE COMPANY and its licensors. You agree not to provide or disclose any such confidential information in the Software or derived from it to any third party. In this respect, You agree to take appropriate action by instruction, agreement or otherwise to inform any users of the confidential nature of the Product and to satisfy its obligations under this Agreement with respect to the Use, copying, protection and security of the Product.

10. WARRANTY – WAIVER

10.1
Waiver, Release and Renunciation
10.1.1
THE SOFTWARE IS PROVIDED "AS IS". YOU HEREBY WAIVE, RELEASE AND RENOUNCE ALL OTHER RIGHTS, CLAIMS AND REMEDIES AGAINST BLU AGE COMPANY, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY NON‐CONFORMITY OR DEFECT IN THE SOFTWARE DELIVERED UNDER THIS AGREEMENT INCLUDING BUT NOT LIMITED TO:
  1. ANY WARRANTY AGAINST HIDDEN DEFECTS;
  2. ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE, NON‐INFRINGEMENT OF PROPRIETARY RIGHTS, SATISFACTORY QUALITY, NON‐INTERFERENCE, SECURITY, RELIABILITY, TIMELINESS;
  3. ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;
  4. ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OR DAMAGE TO ANY COMPONENT, EQUIPMENT, ACCESSORY OR PART THEREOF, HOWEVER CAUSED AND WHETHER ARISING UNDER CONTRACT OR TORT, INCLUDING WITHOUT LIMITATION NEGLIGENCE, (INCLUDING ANY LOSS OR DAMAGE RELATED TO ANY THIRD PARTY SOFTWARE) EVEN IF BLU AGE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.1.2
IN NO EVENT DOES BLU AGE COMPANY WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE SOFTWARE IS ERROR FREE OR THAT YOU WILL BE ABLE TO OPERATE THE SOFTWARE WITHOUT PROBLEMS OR INTERRUPTIONS. IN ADDITION, DUE TO THE CONTINUAL DEVELOPMENT OF NEW TECHNIQUES FOR INTRUDING UPON AND ATTACKING NETWORKS, BLU AGE COMPANY DOES NOT WARRANT THAT THE SOFTWARE OR ANY EQUIPMENT, SYSTEM OR NETWORK ON WHICH THE SOFTWARE IS USED WILL BE FREE OF VULNERABILITY TO INTRUSION OR ATTACK.
10.1.3
TO THE FULLEST EXTENT PERMITTED BY LAW, BLU AGE COMPANY DISCLAIMS ANY WARRANTIES FOR OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE PRODUCT OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE PRODUCT AS WELL AS FOR ANY INFORMATION OR ADVICE RECEIVED THROUGH THE PRODUCTS AND SERVICES OR THROUGH ANY LINKS PROVIDED IN THE PRODUCTS AND SERVICES. BLU AGE COMPANY SIMILARLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY WARRANTIES FOR ANY INFORMATION OR ADVICE OBTAINED THROUGH THE PRODUCT.
10.1.4
TO THE FULLEST EXTENT PERMITTED BY LAW, BLU AGE COMPANY SHALL UNDER NO CIRCUMSTANCES BE LIABLE FOR LOSS OF USE, REVENUE OR PROFIT OR FOR ANY OTHER DIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WITH RESPECT TO ANY NONCONFORMITY OR DEFECT IN THE SOFTWARE DELIVERED UNDER THIS AGREEMENT.
10.1.5
YOU ACKNOWLEDGE AND AGREE THAT BLU AGE COMPANY HAS SET ITS PRICES AND ENTERED INTO THE AGREEMENT IN RELIANCE UPON THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE SAME REFLECT AN ALLOCATION OF RISK BETWEEN THE PARTIES (INCLUDING THE RISK THAT A CONTRACT REMEDY MAY FAIL OF ITS ESSENTIAL PURPOSE AND CAUSE CONSEQUENTIAL LOSS), AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
10.1.6
SUBJECT TO ARTICLE 10.3 OF THIS AGREEMENT, ALL WARRANTIES ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW AND ARE EXPRESSLY DISCLAIMED BY BLU AGE COMPANY, ITS SUPPLIERS, LICENSORS AND THE CONTRIBUTORS OF CERTAIN INCLUDED SOFTWARE.
10.2
Exclusion
10.2.1
TO THE EXTENT THAT BLU AGE COMPANY MAY NOT DISCLAIM ANY WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
10.2.2
IF ANY LIMITATION, EXCLUSION, DISCLAIMER OR OTHER PROVISION CONTAINED IN THIS AGREEMENT IS HELD TO BE INVALID FOR ANY REASON BY A COURT OF COMPETENT JURISDICTION AND BLU AGE COMPANY BECOMES LIABLE THEREBY FOR LOSS OR DAMAGE THAT MAY LAWFULLY BE LIMITED, SUCH LIABILITY WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR OTHERWISE, WILL NOT EXCEED THE AMOUNTS PAID BY YOU FOR THE LICENCED PRODUCT DURING SIX MONTHS. IN NO EVENT SHALL BLU AGE COMPANY'S AGGREGATE LIABILITY TO YOU ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, FROM ALL CAUSES OF ACTION AND THEORIES OF LIABILITY, EXCEED THE AMOUNTS PAID BY YOU FOR THE PRODUCT.

11. TERMINATION

11.1
Termination
This Agreement is effective until terminated. Each Party may terminate this Agreement at any time without cause. This Agreement will terminate immediately without notice from BLU AGE COMPANY if You fail to comply with any provision of this Agreement. Either Party may terminate this Agreement immediately should any Software become, or in either party's opinion be likely to become, the subject of a claim of infringement of any intellectual property right.
11.2
Consequences of termination
At the effective date of termination:
  1. All the rights vested in You under this Agreement shall automatically terminate;
  2. You shall cease to Use and, destroy or return all Copies (if any) of the Software and the Documentation provided by BLU AGE COMPANY and/or its Distributor(s) at Your own risks and expenses;
  3. Any access to the Licensed Software through a Third Party Provider of Cloud Services shall be terminated; and
  4. BLU AGE COMPANY shall be entitled to claim compensation for any damage resulting from or connected with Your default.

12. EXPORT CONTROL AND ANTI‐BRIBERY COMPLIANCE

You hereby agree that You will Use, disclose and/or transport the Product in accordance with any applicable export control laws and regulations and will not (directly or indirectly) re‐export or re‐transfer the Product to any destination subject to restrictive sanctions measures, or trade embargoes implemented at a national, regional or international level, without the appropriate authorization, and that You are solely responsible for fulfilling any applicable governmental requirements in connection with Your Use, disclosure, and/or transport of the Product, and relating to any transfer as the case may be. You warrant and represent that in entering into this Agreement neither You nor any of Your officers, employees, agents, representatives, contractors, intermediaries or any other person or entity acting on Your behalf will take any action, directly or indirectly, that would constitute an offence under any other applicable anti‐bribery laws or regulations anywhere in the world. Any breach or suspected breach of this Article 12 shall be a material breach incapable of remedy thereby entitling BLU AGE COMPANY to terminate this Agreement forthwith. In addition, You agree to indemnify and hold BLU AGE COMPANY harmless from and against any claim, loss, liability or damage suffered or incurred by BLU AGE COMPANY resulting from or related to Your violation of this Article 12.

13. DATA PROTECTION

You shall be responsible for the security of Your information system, and more particularly for any breach of the obligation of confidentiality as defined in this Agreement.
Each Party shall comply with applicable Laws and Regulations relating to the protection of personal data (including but not limited to (i) those deriving from The European Directive n° 95/46/EC on the protection of individuals with regards to the processing of personal Data, (ii) those deriving from United States Privacy Laws and Regulations and (iii) guidelines and guidance notes issued from time to time by any relevant local authorities and maintain all necessary registrations as required under such applicable Laws and Regulations, guidelines and guidance note).

14. APPLICABLE LAW ‐ SETTLEMENT OF DISPUTES

14.1
As You can be located in various countries when using the Product, the Parties acknowledge the need of having a clause of settlement of disputes with different jurisdiction clause as set out hereunder.
14.2
If Your residence or Your headquarters are established in the European Union or in Switzerland, this Agreement, as well as any dispute relating to this Agreement, or secondary services, will be governed by the French law. All potential disputes, whatever they may be, will be subject to the exclusive jurisdiction of the Paris Court (France), even in summary judgement, incident application, introduction of third party, or multiple co‐defendants.
14.3
Should Your residence or Your headquarters be established outside of Switzerland or of countries of the European Union, this Agreement, as well as any dispute relating to this Agreement, or secondary services, will be governed by the New York law (United States of America). All the potential disputes, whatever they may be, will be subject to the exclusive jurisdiction of the New York Courts and Federal Court, even in summary judgement, incident, application, introduction of third party, or multiple codefendants.
14.4
Without prejudice to the previous statements, BLU AGE COMPANY can, if needed, take You or any other related party, to the court of Your residence or Your headquarters, the applicable law being that of Your head office or home.
14.5
The application of the Vienna Convention of the United Nations on International Sale (Dated April 11th 1980) is excluded.

15. MISCELLANEOUS

15.1
Independence of the Parties
The Parties shall act at all times in total independence of each other and no provision of the Agreement may be interpreted as creating a subsidiary, a joint enterprise or a de facto the Supplier.
15.2
Non‐waiver
The fact that a Party does not invoke the application of one of the provisions of the Agreement, or accepts its non‐performance, permanently or temporarily, cannot constitute a waiver by this Party of its right to apply this provision, or any other provision of the Agreement, at a later date.
15.3
Entire agreement
This Agreement (together with any documents referred to in it as forming part of it) constitutes the entire agreement between the Parties in relation to the subject matter referred to in this Agreement and supersedes and excludes all previous agreements, arrangements, statements and representations in relation to such subject matter, unless expressly incorporated herein by the terms of this Agreement.
15.4
Amendment
Neither this Agreement nor any provision hereof may be amended, supplemented, waived, or modified, except by a specific writing, entitled as an amendment and specifically referring to this Agreement, that is signed by an authorised officer of each Party. This Agreement may not be amended or waived by any course of conduct.
15.5
Severability
If:
  1. any provision of this Agreement shall be finally determined by a court of competent jurisdiction to be illegal, invalid or unenforceable in whole or in part in any jurisdiction for any reason; and
  2. any right or obligation of a Party shall be materially and adversely affected thereby, then such provision shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability, without invalidating or rendering unenforceable any other provision of this Agreement, and any such illegality, invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The Parties shall negotiate in good faith to replace such provision with an appropriate, legal provision and, to the extent permitted by law, hereby waive any provision of law that renders any provision of this Agreement invalid or unenforceable in any respect.
15.6
Assignment
BLU AGE COMPANY may assign any of its liabilities or obligations under this Agreement without Your prior written consent.

Any notices required to be given in writing to BLU AGE COMPANY or any questions concerning this Agreement should be addressed to : helpdesk@bluage.com or contact@bluage.com.


ANNEXE 1 ‐ DOCUMENTATION

Description of the Software functions
Name
  • Function short description
  • Blu Age Velocity Data Simplifier
  • Memory model management
  • Blu Age Velocity BluSAM
  • VSAM replacement
  • Blu Age Velocity Datakom
  • Datacom replacement
  • Blu Age Velocity JICS
  • Java Transaction Monitor for CICS replacement
  • Blu Age Velocity BluShell
  • JCL replacement
  • Blu Age Velocity Commons
  • Common classes in Velocity Framework
  • Blu Age Velocity Application
  • Service Choreography
  • Blu Age Velocity Web
  • Screen Choreography
  • Blu Age Velocity Jhdb
  • IMS replacement
  • Blu Age Velocity Restructuring
  • Intra procedure restructuring (go to removal, service decomposition, structured programming implementation)
  • Blu Age Velocity Memory Cache
  • Write Behind in memory cache
  • Blu Age Velocity BluSam Server
  • Application server for distributed applications and Micro Services
Use of the Software

Upon Your request at: helpdesk@bluage.com.

REF: [EULA-BA-VEL-121517-001]
BLU AGE COMPANY. 2017. Proprietary Document.