TERMS AND CONDITIONS OF USE OF ORIZON

IT IS IMPORTANT THAT YOU READ THIS AGREEMENT CAREFULLY BEFORE INSTALLING AND/OR USING THE ORIZON SOFTWARE.

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST NOT CLICK ‘I AGREE’. PRIM’X Technologies suggests that you print this agreement before confirming your acceptance, to ensure that you accept it without reservation.

IF YOU USE THE ORIZON SOFTWARE IN ANY MANNER WHATSOEVER, YOU UNDERTAKE TO COMPLY WITH THE TERMS OF THIS LICENCE AGREEMENT (HEREINAFTER THE “LICENCE”).

The ORIZON Software is protected by copyright and by the following provisions.

In consideration for payment of ORIZON in full of all licence fees, PRIM’X grants users of the workstations on which the ORIZON Software is installed (hereinafter the “Users”), a personal, unlimited, non-exclusive and non-assignable right of access to the ORIZON Software.

The right to use the ORIZON Software hereby granted consists in the implementation and use of the ORIZON Software in binary code, by Users, to access data required solely for their professional use.

Users may not copy and install the ORIZON Software on other workstations unless the cost of the associated licence has been paid by PRIM’X’s customer (the “Customer”) for the additional workstations. Users may, however, uninstall ORIZON Software from a workstation and install it on a new workstation.

The foregoing provisions represent all Users’ rights regarding the use, reproduction, printing and display of all or part of the ORIZON Software.

The right to access the ORIZON Software excludes all other rights and under no circumstances confers the right to carry out any action not expressly authorised, in particular the right to make any copy, translation, adaptation, decompilation, decoding, arrangement or any other modification of the ORIZON Software and/or its components, subject to the foregoing provisions.

Users shall, moreover, refrain from using the ORIZON Software for fraudulent ends, attempting to log in to an account other than their own or performing analysis of the system akin to reverse engineering. Users shall thus refrain from carrying out or arranging the transcription of the ORIZON Software into any language whatsoever, adapting it for use on any hardware other than that provided for in the agreement and from making any representations thereof or modifications thereto.

Any use exceeding that defined herein shall expose Users to legal action for copyright infringement.

Users are prohibited from the following:
– using the specifications pertaining to the ORIZON Software to create or enable the creation of a program for the same purpose,
– disclosing the content of the ORIZON Software without PRIM’X’s prior, written consent,
– assigning, leasing, subleasing or transferring their user licence to a third party without PRIM’X’s prior, written consent,
– failing to comply with the ORIZON Software’s functionalities,
– merging the ORIZON Software, even partially, with other programs.

Users may only use the ORIZON Software for their own professional requirements in accordance with its contractual intended purpose. Users shall take all necessary precautions when using the ORIZON Software.

Users are solely responsible for the contents of files encrypted using the ORIZON Software, and for data of any kind attached to them.

Users warrant that the contents of the files encrypted using the ORIZON Software comply in all respects with the applicable regulations. Users warrant that their content complies with public order and morality, does not infringe the rights of third parties, including intellectual property, privacy, reputation and image of third parties, does not contain any derogatory, defamatory or contrary to applicable laws and regulations.

Users undertake to use their passwords and/or ID strictly for authentication purposes. Users must not, in this respect, and without this list being exhaustive, communicate, publish, share or make said elements of identification available in any manner whatsoever to third parties.

PRIM’X Technologies may, with no limit on frequency, carry out (or have carried out by an independent service provider of its choice) an audit on the Customer’s premises and computer systems in order to check compliance with the Agreement and the conditions of the user license (in particular to check the actual number of Users of the ORIZON Software and compliance with PRIM’X Technologies’ intellectual property rights). PRIM’X Technologies undertakes to inform the Customer at least five (5) working days before the planned date of intervention. In order to carry out this audit, the Customer will allow PRIM’X Technologies access to its premises and IT systems without delay. The Customer undertakes to:
– cooperate in good faith ;
– provide access to all documents useful for the audit operations;
– make available to PRIM’X Technologies all the material resources enabling the latter to carry out the audit operations and in particular to give it access to the information systems where and on which the ORIZON Software is used.

PRIM’X Technologies may use any technology of its choice to carry out the said operations and in particular will be authorised to install on the Customer’s computer systems any script enabling it to find out the conditions of use of the ORIZON Software by the Users. PRIM’X Technologies undertakes to respect and to ensure that any third party working on its behalf respects the strict confidentiality of the information collected in the context of the audits. The Customer may not invoke any secrecy or confidentiality obligation to oppose all or part of these operations. The costs of these audit operations will be borne by PRIM’X Technologies unless they reveal a breach of the Customer’s obligations, in which case the costs of these operations will be re-invoiced in full.

Users acknowledge that no intellectual property rights pertaining to the ORIZON Software are hereby transferred to them.

Users undertake not to breach PRIM’X’s intellectual property rights either directly, indirectly or via the third parties with which they are associated.

Users possess no rights regarding the registered trademarks, logos, texts, graphics, images, audio files, videos or any other element protected by intellectual property rights appearing when accessing the ORIZON Software after identifying themselves.

The licence is granted for the term set out in the Agreement entered into with the Customer.

Users may end the licence agreement at any time by ceasing to use the ORIZON Software.

In the event of a breach by a User of one of the terms set forth herein, their access to this licence may be terminated by PRIM’X as of right and without advance notice, by registered letter with acknowledgement of receipt to the User concerned by said breach.

In the event of the termination of this licence, the Users concerned must cease all use of the ORIZON Software and the Customer must uninstall the ORIZON Software from the workstations on which it has been installed.

The Customer and Users expressly agree to take all appropriate precautions when implementing and using the ORIZON Software.

PRIM’X may therefore not be held liable for damage resulting from incorrect installation or incorrect use of the ORIZON Software.

The Customer and Users are solely responsible for use of the ORIZON Software in compliance with the regulations in force.

The ORIZON Software is subject to French regulations governing the control of exports of cryptographic means and, where applicable, export or import regulations in effect in other countries. The Customer shall strictly comply with all such regulations and acknowledges that it is responsible, where applicable, for obtaining all licences required in order to export, re-export or import the ORIZON Software after it has taken delivery thereof.

PRIM’X may not be held liable for the accidental destruction of a User’s data, which the latter is responsible for backing up.

With respect to the means of encryption, the User is responsible for the safekeeping and recoverability of its keys (passwords, certificates and hardware devices) throughout the term of the licence. The User is, moreover, responsible for backing up their data correctly, in accordance with best practice in the field of digital data. In particular, prior to uninstalling the ORIZON Software from a workstation, the User is responsible for ensuring that all data encrypted in the context of its use of the ORIZON Software have been returned in an unencrypted form.

PRIM’X Technologies may not be held liable for incorrect use of a means of encryption or, in general, of the ORIZON Software, nor for undesirable behaviour in connection with the environment in which the ORIZON Software is used (malice, code theft, etc.). In particular, PRIM’X may not be held liable for failures or malfunctions observed on the communications networks used.

Under no circumstances may PRIM’X be required to pay compensation for indirect harm sustained by Users or the Customer. Under no circumstances may PRIM’X or its distributors be held liable for any damage whatsoever, whether direct or indirect, caused to the Customer, Users or third parties, particularly as a result of a malfunction or failure of the ORIZON Software.

The benefit of the rights granted to the Customer and the Users is personal to the latter and may not be assigned in any manner whatsoever, directly or indirectly, in whole or in part, whether in return for payment or free of charge, (and in particular in the form of a transfer, contribution to a company or, where applicable, a transfer of securities or a change of control of the company operated by the Customer) without the prior written agreement of PRIM’X Technologies. In particular, the Agreement may not be assigned to the member entities of the group to which it belongs without the prior written agreement of PRIM’X Technologies.

This licence is subject to French law.

ANY DISPUTE ARISING IN CONNECTION WITH THIS LICENCE AND IN PARTICULAR WITH THE SIGNATURE, PERFORMANCE OR TERMINATION HEREOF, SHALL BE REFERRED TO THE COURTS WITH JURISDICTION, INCLUDING IN THE EVENT OF SUMMARY PROCEEDINGS OR MULTIPLE DEFENDANTS.

Users state that they have read and fully understand this Agreement, and shall comply with the provisions set forth herein.