@warpjs/admin/EULA.txt

Warp is ScaleDynamics Containers-as-a-Service SDK that provides CLIs to create/delete dynamically runners (public cloud/on-premise instances) to run your containers, deploy and move your containers across runners, manage projects, envs, logs, ... With Sca

END USER LICENSE AGREEMENT SCALEDYNAMICS


V4 as of February 17, 2021


THIS END USER LICENSE AGREEMENT (“EULA” or the “AGREEMENT”) IS A LEGAL AND
ENFORCEABLE CONTRACT BETWEEN YOU (THE “END USER”) AND SCALEDYNAMICS
(“SCALEDYNAMICS”).


UPON THE CONDITION THAT THE END USER LAWFULLY OBTAINED THE LICENSED SOFTWARE
FROM AN APPROVED SOURCE, BY CLICKING THE “ACCEPT” BUTTON, CLICKING A BOX
INDICATING THE END USER’S ACCEPTANCE OR INSTALLING, DOWNLOADING, LOADING OR
USING THE SOFTWARE THAT IS PROVIDED WITH THIS AGREEMENT, THE END USER AGREES
WITH THE TERMS AND CONDITIONS OF THIS EULA.


IF THE END USER IS ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER
LEGAL ENTITY, THE END USER REPRESENTS THAT IT HAS THE AUTHORITY TO BIND SUCH
ENTITY TO THIS EULA.


IF THE END USER DOES NOT AGREE TO THESE TERMS, THE END USER SHALL NOT DOWNLOAD,
INSTALL, COPY, ACCESS OR USE THE SOFTWARE.


1.  Definitions


“Cloud Services” means the licensed third-party cloud services selected by
SCALEDYNAMICS used in conjunction with the Service.


“Commercial License” means the then-current commercial license available for a
SCALEDYNAMICS Product, which may be use for commercial purpose or in a
production environment.


“Community Plan License” means the then-current license for the Community Plan
Service which includes access to (i) SCALEDYNAMICS software development kit,
(ii) SCALEDYNAMICS Cloud Service and (iii) SCALEDYNAMICS full stack Playground
editor, subject to the provisions of the EULA.


“Confidential Information” means any and all information that a Party may
communicate to the other Party pursuant to this EULA, in written or other
tangible form and marked “Confidential”, “Proprietary” or collected by a Party
pursuant to this EULA or that appears to a reasonable person to be confidential.
Confidential Information shall include but shall not be limited to any business,
commercial, technical or other information related to a Party or to the subject
matter of this EULA (e.g.  without limitation, know-how, trade secrets,
inventions, development, present or future products, work-in-progress, future
development, algorithms, schematics, graphical interface, designs, business
information).


“Documentation” means the SCALEDYNAMICS-provided user manuals, training
materials, descriptions and technical specifications, technical manuals,
supporting materials and other information relating to the Software.


“Effective Date” means the date the applicable Order Form is executed or the
date this Agreement is referenced by the applicable purchase order or by any
applicable SCALEDYNAMICS’ document (e.g.  POC) or the date of creation of the
User Account when the Trial Version Software or the Community Plan License is
automatically obtained by the End User from SCALEDYNAMICS’ website.


“End User Project” means the website, application, API, or microservices
developed by the End-User with the Module installed on its Terminal and
accessible via an URL.


“End User Content” means any content including but not limited to software
program, website, application or source code for such programs, all data, files,
databases, libraries, documents, audio and visual information, graphics,
scripts, programs, website static assets (JavaScript files, style sheets, images
etc.), server code, that the End User creates, installs, uploads to or transfers
in or through the Service or provides in the course of using the Service.  The
End User is responsible for all End User Content that is uploaded, posted,
transmitted, or otherwise made available through the Service.


“Fees” means the fees applicable to the use of the Commercial License, stated in
the Order Form (or, if no such price is specified, the price set out in
SCALEDYNAMICS’ then-current standard published price list).  “Login Credentials”
means collectively the End User ID, valid email and the password set or changed
by the End User.


“Module” means the SCALEDYNAMICS program to be installed, deployed or run by the
End User on the Terminal in order to access to and operate the Service.


“Open Source Software”: any software or work, including where appropriate, any
and all modifications, derivative work, enhancements, upgrades, improvements,
and/or fixed bugs, made to the source code of such software or work, released
under an open-source software license or a free software license (e.g.  but not
limited to (A) GNU General Public License (GPL), (B) GNU Lesser/Library GPL
(LGPL), (C) the Artistic License, (D) the Mozilla Public License, (E) the Common
Public License, (F) the Sun Community Source License (SCSL), (G) the Sun
Industry Standards Source License (SISSL), (H) BSD License, (I) MIT License, (J)
Apache Software License, (K) Open SSL License, (L) IBM Public License, (M) Open
Software License).


“Order Form” means any order form, sales quotation, proposal, purchase order or
other ordering document issued or accepted by SCALEDYNAMICS that references this
Agreement.  Each Order Form will form part of this Agreement.


“Party(ies)” means individually or collectively the End User and/or
SCALEDYNAMICS.


"SCALEDYNAMICS Product(s) or Product(s)": means individually and/or collectively
any product or service, released by SCALEDYNAMICS to be generally available for
purchase.


“SCALEDYNAMICS Cloud”: means the shared cloud service provided by SCALEDYNAMICS
to its End Users on a best-effort basis, depending on SCALEDNYAMICS allocated
resources and on the Service chosen by the End User.


“Service”: means any services and infrastructures in a hosted environment
provided and maintained by SCALEDYNAMICS, for which a temporary access is
granted to the End User through the use of the Software in PaaS mode (including
but not limited to deployment from a setup command line), in accordance with the
terms of this EULA.


“Software” means the Commercial version, the Community Plan License and the
Trial Version Software.  For the avoidance of doubt, specific provisions of the
EULA may only apply to the Trial Version Software or the Community Plan License.


“Terminal” means the hardware lawfully owned or controlled by the End User or by
a corporation or legal entity when the End User acts on behalf of such
corporation or legal entity (personal computer or on-premise server or public
and/or private cloud-server), device or system running nodejs, a browser and/or
a docker with a storage system capable of running the Software and accessing the
Service.


“Trial Version Software” means the SCALEDYNAMICS software made available to the
End User in object code form by SCALEDYNAMICS with certain function, parameters
or values preset by SCALEDYNAMICS for testing and trial use of the Module only
and only during the Trial Period.


“URL” means the Service-generated-URL which identifies the End-User Project and
makes it accessible to any third-party who are provided with the URL.


“User Account” means the account created by the End User on the SCALEDYNAMICS
platform in order to access the Software and/or the Service and use their
functionality and features.  The End User must provide accurate and complete
registration information and is responsible for the security of its password and
for any use of its User account.


2.  Purposes


   1.  Ordering and use of the Software


This Agreement shall govern each Order Form issued by the End User and the
access and/or use of the Software and the Service by the End User during the
term set forth in Section 13.


This EULA, together with the Order Form constitutes the entire Agreement between
SCALEDYNAMICS and the End User, and supersede (i) all prior or contemporaneous
agreements or representations, written or oral, concerning the subject matter of
this Agreement and (ii) the End User’s terms and conditions of purchase.


   2.  Evaluation Purpose


If the End User choses the Trial Version Software, the End User may use certain
functionalities of the Software and Service made available by SCALEDYNAMICS at
its discretion, but only to test and evaluate the Trial Version Software for its
intended purpose during the amount of time set out in Section 13.1 (the “Trial
Period”).


The End User acknowledges and accepts that SCALEDYNAMICS may, at any time during
the Trial Period, change, adapt or amend the parameters, values and
functionalities either in whole or in part of the Trial Version Software.


THE END USER AGREES THAT THE SOFTWARE IS A TRIAL VERSION OF SCALEDYNAMICS
SOFTWARE FOR THE END USER’S UNDERSTANDING OF THE CONTENT OF SUCH PRODUCT BEFORE
PURCHASING IT.


THE TRIAL VERSION SOFTWARE LICENSED HEREUNDER IS PROVIDED ON AN “AS IS” AND “AS
AVAILABLE” BASIS AND MAY CONTAIN DEFECTS.


In no event will SCALEDYNAMICS be obliged to provide the End User with a copy of
the commercial release version of the Trial Version Software in connection with
the End User’s use of the Trial Version.


If the End User desires to acquire SCALEDYNAMICS Product(s), then the End User
must obtain the then-current Commercial License(s) and pay the applicable Fees.


During the Trial Period, the End User agrees to provide free of charge feedback
(e.g.  suggestions, comments, bug reports, etc.) related to the Trial Version
Software, as reasonably requested by SCALEDYNAMICS.  The End User grants to
SCALEDYNAMICS, without charge, the perpetual, sublicensable right to exploit
such feedback for any purpose.


The Trial Version Software is subject to the terms and condition of the EULA to
the same extent as the commercial release of the Software, unless otherwise
expressly stated hereinafter.


   3.  Community Plan


The Community Plan License gives the End User the opportunity to learn, share
its feedback and experience with the End User community and evaluate the
Services available within the Community Plan License, for non-commercial
purposes.


Such non-commercial purposes specifically exclude development of a system,
product or service to be used for commercial gain or any other for-profit
purposes, whether to be sold, distributed, shared or used by a natural person
and/or within a company, partnership, organization or entity.


For the avoidance of doubt, the Community Plan License may be used as a
prototyping or research and development tool by the End User, as long as the End
User Content based upon or created from the Community Plan Services is not
directly or indirectly sold, licensed or shared against payment or on a
fee-for-service-basis.


The End User acknowledges and accepts that SCALEDYNAMICS may, at any time during
the Community Plan License, change, adapt or amend the parameters, values,
functionalities, conditions of use and/or pricing, either in whole or in part.


The Community Plan License is subject to the terms and condition of the EULA to
the same extent as the commercial release of the Software, unless otherwise
expressly stated hereinafter.


Commercial Activities.  If the End User is interested in using such Product for
commercial purposes, the End User may directly order a Commercial License
(subject to its availability) on SCALEDYNAMICS’ website or contact SCALEDYNAMICS
at sales@scaledynamics.com.  The End User will not have the right to use any
Services of the Community Plan License for commercial purposes unless
SCALEDYNAMICS enters into a written Commercial License with the End User
regarding that commercial use.


3.  Intellectual Property Rights


SCALEDYNAMICS retains all right, title, and interest, including all copyrights,
patents, design rights, trademarks, service marks, trade secrets, know-how,
database rights and other rights in the nature of intellectual property rights,
and all applications and registrations with respect thereto applying to the
Software (and any future version(s) of SCALEDYNAMICS Software), anywhere in the
world ("Intellectual Property Rights").


All Intellectual Property Rights in the Software are and will remain with
SCALEDYNAMICS.  SCALEDYNAMICS reserves any rights not expressly granted to the
End User in this EULA.


The End User undertakes to use materials, personal data, corporate data and/or
digital content contained in or related to the End User Content or the End User
Project, for which it has full rights of use, permits and/or licenses.


The End User retains all its ownership rights in the End User Content and/or in
the End-User Project.


4.  License grant - Restrictions


   4.  Licensed rights


Subject to the terms and conditions of this EULA, SCALEDYNAMICS hereby grants to
the End User a worldwide, non-exclusive, non-transferable license (without the
right to sublicense) to use the Software and the Service for the duration set
forth in Section 13.  With exception of the foregoing, the rights to use the
Trial Version and/or the Community Plan License are provided free of charge
during the term set out in Section 13.


The End User is allowed to install the Module on any of Terminals.


When the End User is a corporation or another legal entity, the Trial Version
Software and the Service can be used by an unlimited number of users (the
“Authorized Users”) within such corporation or legal entity as long as they are
granted Login Credentials.


   5.  Restrictions


Except as otherwise specifically permitted in this EULA, the End User shall not:
* use the Software or the Service for any purposes other than the development of
the End User Project; * use the Community Plan License for commercial purposes;
* modify, translate or create any derivative works of the Software or
Documentation; * work around any technical limitations in the Software; * copy
the Module or the Software except as provided in this EULA; * reverse engineer,
decompile, or disassemble or otherwise attempt to derive the source code of the
Module and/or the Software; * hack the Software, the Service or the Cloud
Services or otherwise attempt to unlawfully access and use other end users’URLs
and End User Projects, SCALEDYNAMICS’ PaaS cloud resources, the Cloud Services
providers’ cloud resources and/or any other cloud resources made accessible via
other end user projects; * market, redistribute, encumber, sell, rent, lease,
share, sublicense the Software or the Service, or otherwise transfer rights to
the Software for any reason whatsoever; * remove or alter any trademark, logo,
copyright or other proprietary notices, legends, symbols or labels in the
Software or Documentation; * make any representations to the End User’s
prospective customers which are not made by SCALEDYNAMICS in the EULA; or * use
the Software or the Service in any way that is against the law; * access the
Software or the Service in order to (i) build a competitive product or service;
or (ii) copy any ideas, features, functions or graphics of the Service; * file
applications or make declarations in order to be granted Intellectual Property
Rights for works or creations before any authority or office in the world, which
derive, in whole or in part, from the Software, the Service and/or the
Confidential Information.


The End User is responsible for keeping its Login Credentials confidential and
not sharing them with unauthorized users.  If the End User discloses its Login
Credentials to someone, the End User shall be responsible for damages incurred
by SCALEDYNAMICS, the End User or any third party resulting or in connection
with any use, disclosure, additions, deletions and modifications of such Login
Credentials.  If the End User becomes aware of any unauthorized use of its Login
Credentials or of its User Account, the End User agrees to notify SCALEDYNAMICS
immediately.


   6.  End User Content and End User Project


To enable SCALEDYNAMICS to provide the End-Users with the Service, the End-User
grants SCALEDYNAMICS the right to use, process and transmit, in accordance with
this Agreement the End-User Content and the End User Project for the duration
set forth in Section 13.


By uploading or submitting the End User Content through the Service, the End
User hereby grants SCALEDYNAMICS a worldwide, non-exclusive, fully paid-up,
royalty-free license to use, reproduce (including by making mechanical
reproductions), reformat, translate, modify, display, process, transmit and
perform the End User Content and the End User Project only in connection with
the provision of the services, features and functionalities available on or
through the Service.


To the maximum extent permitted by applicable law, when the End User decides to
host its End User Content or End User Project in SCALEDYNAMICS’ public database
via the Service, the End User displays, transfers or distribute such End User
Content under the MIT license, on a worldwide basis and for the duration of
copyright under applicable law, unless earlier terminated in accordance with the
provisions of Section 13.4.


The End User warrants that its End User Content and End User Project are not
subject to any license terms that would purport to SCALEDYNAMICS or the other
users of the Service to comply with any additional obligations (including
payment of royalty fees to third parties or open-source copyleft license) with
respect to the provision of the Service.


The End User warrants and represents that it owns the rights or is granted the
authorization to grant SCALEDYNAMICS and the other end users the rights set
forth above.  Additionally, the End User undertakes not to upload, download,
host, display, develop, modify or transmit via the Software and/or the Service
any End user Content or End User Project (i) that infringes, violates or
otherwise interferes with any third-party copyright, patent or trademark and/or
(ii) containing any virus, Trojan horse and/or malware or spyware and/or (iii)
containing any material which constitutes or encourages any conduct that could
be considered a criminal offence, give rise to civil liability, or otherwise be
contrary to the law and/or contain any material which is defamatory, obscene or
offensive.


   7.  URLs


At its discretion, the End User may decide to keep the URL confidential or
disclose and share the URL with any other users of the Service or any
third-parties in accordance with the provisions of the EULA.  A ‘private’ or
‘public’ database option is available via the Service.


The End User acknowledges that the End User Project is accessible to anyone who
is provided with the URL.


If the End User intends to share the URL on a third-party website or platform,
the End User undertakes to comply with applicable law and the terms and
conditions of such third-party website or platform.


When the URL is kept confidential by the End User, SCALEDYNAMICS may request the
End User’s consent in good faith and fair dealing in order to publicly mention
or display the End User Project on SCALEDYNAMICS’ website or any third-party
websites or social networks and/or to display and demonstrate WarpJS or any
SCALEDYNAMICS product features and capabilities.


If an URL is publicly disclosed and shared by the End User (e.g.  social
networks, IT and computer news, threads of discussion, forums, etc.),
SCALEDYNAMICS may communicate about the End User Project on any available
communication means.


It is expressly agreed by the Parties that SCALEDYNAMICS, is entitled to access
and use the URLs whether kept confidential or publicly disclosed (subject to the
provisions of Section 6 “Confidentiality” for such confidential URLs) in order
to fulfill the following purposes: (i) assess the outcome of the Service, its
compliance with the EULA and (ii) monitor the proper functioning of the Service
(including maintenance purposes), for the duration of the Trial Period and/or
the Commercial License.


5.  Payment terms


In consideration of the license rights granted in Section 4 under the Commercial
License, the End-User shall pay the Fees.  The Fees are exclusive of taxes,
duties, levies, tariffs, and other governmental charges (including, without
limitation, VAT) (the "Taxes").  All invoices are payable within thirty (30)
days of the invoice date, unless specified differently in the invoice, Order
Form or purchasing documentation.  The End User is responsible for payment of
all Taxes and any related interest and/or penalties resulting from any payments
made to SCALEDYNAMICS, other than any taxes based on SCALEDYNAMICs' net income.
All amounts are payable and charged (i) at the beginning of the subscription for
the Service, when the End User place its order, and, (ii) at the time of each
renewal.  The End user must cancel its subscription in accordance with this EULA
before it renews to avoid the billing of the Fees for the next subscription
period.  Late payment: Any invoices not paid when they reach their due date
shall accrue interest based on a rate equal to three (3) times the current
statutory base rate, plus five (5) percentage points, starting from the date
when the invoice becomes due and without notification.  Additionally, the End
User will pay a flat rate recovery cost indemnity in the minimum amount of € 40
per unpaid invoice as well as all other costs related to the collection of
payments.  6.  Confidentiality


For the duration set out in Section 13 and for five (5) years after the
termination of the EULA for any reason whatsoever, the End User shall keep
confidential and shall not disclose or otherwise make available to any third
party the feedback, any user passwords and any Confidential Information.  The
End User will use the same efforts to prevent the unauthorized disclosure of the
Confidential Information that it uses to protect its own similar confidential
information in compliance with current business standards.


Each Party will use the other Party’s Confidential Information only to perform
its obligations or exercise its rights under this EULA.


The End User acknowledges that the End User Content is hosted and run on a Cloud
Service provider storage infrastructure which has separated and dedicated
segments for each user of the Service.


The Service back end architecture shall remain confidential and SCALEDYNAMICS
undertakes to keep the End User’s content confidential and warrants that such
End User Content is not accessible to other users of the Service.


The obligations of confidentiality shall not apply to any information which (i)
is or later becomes publicly known or available without breach of this EULA by
the receiving Party (ii) is lawfully obtained by the receiving Party from a
third party lawfully in possession of any or all Confidential Information and
which is not under an obligation of confidentiality with the disclosing Party
with respect to such information or (iii) is disclosed by the receiving Party
pursuant to a judicial order or by operation of law but then only to the extent
as ordered or requested.


Prior to any legally compelled disclosure (legal proceedings, subpoena or other
similar process), the End User will, to the extent reasonably possible, give
SCALEDYNAMICS notice and cooperate with SCALEDYNAMICS in protecting against such
disclosure and/or obtaining a protective order narrowing the scope of such
disclosure and/or use of the Confidential Information.


If a Party becomes aware of any unauthorized use or disclosure of any
Confidential Information of the other Party, then such Party will promptly and
fully notify the other Party in writing of all facts relating to such
unauthorized use or disclosure.


7.  Limited warranty


   8.  Software warranty


SCALEDYNAMICS warrants that the Software will substantially operate according
to, and substantially conform to the Documentation (except for defects or
non-conformities causing minor and trivial deviations therefrom) when used in
accordance with the EULA, the Documentation and/or SCALEDYNAMICS’ written
instructions and/or applicable law.


SCALEDYNAMICS’s responsibility under said warranty shall be solely to correct at
its costs and expenses any non-conformity or defect regarding the Software.
Such warranty period is of thirty (30) days from the Effective Date and shall
not be extended in the event of correction or workaround made.


For all warranty claims made by the End User during the warranty period,
SCALEDYNAMICS will use commercially reasonable efforts to resolve, at no charge
to the End User, any such non-conformities.


   9.  Disclaimer of warranty


SCALEDYNAMICS DOES NOT GUARANTEE THE CONTINUING AVAILABILITY OF THE CLOUD
SERVICES OR SCALEDYNAMICS CLOUD SERVICE.


TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, THE LIMITED WARRANTY SET FORTH IN
THIS SECTION 7 IS EXCLUSIVE AND LIEU OF ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED.  SCALEDYNAMICS EXCLUDES ANY IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.


EXCEPT AS SET FORTH HEREIN, THE SOFTWARE AND THE SERVICE (INCLUDING
SCALEDYNAMICS CLOUD SERVICE) ARE PROVIDED TO THE END USER ON AN “AS IS” BASIS
ONLY.  SCALEDYNAMICS DOES NOT WARRANT AGAINST INTERFERENCE WITH THE END USER’S
ENJOYMENT OF THE SOFTWARE AND/OR THE SERVICE, THAT THE FUNCTIONS CONTAINED IN
THE SOFTWARE WILL MEET THE END USER’S REQUIREMENTS, THAT THE OPERATION OF THE
SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS IN THE SOFTWARE WILL
BE CORRECTED, OR THAT THE SOFTWARE WILL BE COMPATIBLE OR WORK WITH ANY
THIRD-PARTY SOFTWARE, APPLICATIONS OR THIRD-PARTY SERVICES.


INSTALLATION OF THE MODULE OR USE OF THIS SOFTWARE MAY AFFECT THE AVAILABILITY
AND USABILITY OF THIRD-PARTY SOFTWARE, APPLICATIONS OF THE END USER OR
THIRD-PARTY SERVICES.


SCALEDYNAMICS DOES NOT ENDORSE, SUPPORT, REPRESENT OR GUARANTEE THE
COMPLETENESS, TRUTHFULNESS, ACCURACY, OR RELIABILITY OF ANY CONTENT, PROJECT OR
COMMUNICATIONS POSTED BY ANY END USERS VIA THE SERVICE OR ENDORSE ANY OPINIONS
EXPRESSED VIA THE SERVICE.


THE END USER DECLARES AND ACKNOWLEDGES THAT THE USE OF ITS END USER CONTENT
AND/OR OTHER END USERS PROJECTS AND CONTENT THROUGH THE SOFTWARE AND THE SERVICE
IS AT THE END USER’S OWN DISCRETION AND RISK AND THAT THE END USER WILL BE
SOLELY RESPONSIBLE FOR ANY DAMAGES OR LOSS OF DATA THAT RESULTS FROM THE
SUBMISSION OR DOWNLOAD OF SUCH CONTENT.


   10.  No guarantee as to corrective updates or support


SCALEDYNAMICS is not obliged to provide maintenance, technical support,
corrective measures or updates to the End User for the Module or the Software.
If available, support and maintenance conditions and/modalities shall be
incorporated into a specific agreement.


The End User acknowledges that the Service may be suspended or interrupted
without prior notice during any maintenance procedure performed by
SCALEDYNAMICS.


However, SCALEDYNAMICS may, in its sole discretion, make available any technical
support, updates and/or supplements of the Software and/or related information
(“Updates”) for downloading or use, and SCALEDYNAMICS may notify the End User of
the availability of these Updates from time to time at its discretion.  All
Updates will be deemed to be included in the Software and therefore governed by
this EULA, unless other terms of use are provided by SCALEDYNAMICS with those
Updates.


8.  Limited liability


The End User acknowledges and agrees that SCALEDYNAMICS has set the scope of the
license granted in Section 4.1 and entered into this EULA upon the disclaimers
of warranty and the limitation of liability set forth herein, that the same
reflect an allocation of risk between the Parties, and that the same form an
essential basis of the bargain between the Parties.


SCALEDYNAMICS DOES NOT MONITOR OR CONTROL THE END USER CONTENT POSTED OR
DISPLAYED VIA THE SERVICE.  ALL END USER CONTENT (INCLUDING ANY END USER
PROJECT), WHETHER PUBLICLY POSTED OR PRIVATELY TRANSMITTED, IS THE SOLE
RESPONSIBILITY OF THE END USER.

UNDER NO CIRCUMSTANCES WILL SCALEDYNAMICS BE LIABLE IN ANY WAY FOR ANY CONTENT,
INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY
LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT MADE
AVAILABLE VIA THE SERVICE OR DISPLAYED ON THIRD-PARTY SERVICES, WEBSITES OR
PLATFORMS.


THE END USER ACKNOWLEDGES THAT SCALEDYNAMICS DOES NOT CONTROL THE TRANSFER OF
DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE
SERVICE AND THE CLOUD SERVICES (WHETHER PROVIDED BY SCALEDYNAMICS OR ANY THIRD
PARTY) MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE
USE OF SUCH COMMUNICATIONS FACILITIES.


SCALEDYNAMICS IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE,
OPERATION OR SECURITY OF THE SERVICE (INCLUDING INTELLECTUAL PROPERTY
INFRINGEMENT) THAT ARISE FROM THE END USER CONTENT OR THE CLOUD SERVICES,
SCALEDYNAMICS CLOUD SERVICE OR THIRD-PARTY CLOUD SERVICES.


TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL SCALEDYNAMICS
BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR
CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR
LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, THE DELETION OF OR FAILURE TO STORE
THE END USER CONTENT, FAILURE TO TRANSMIT OR RECEIVE ANY DATA OR INFORMATION,
BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF
OR RELATED TO THE END USER’S USE OR INABILITY TO USE THE SOFTWARE, THE SERVICE
OR ANY THIRD-PARTY SOFTWARE OR APPLICATIONS (INCLUDING THE CLOUD SERVICES,
SCALEDYNAMICS CLOUD SERVICE AND THIRD-PARTY CLOUD SERVICES) IN CONJUNCTION WITH
THE SOFTWARE, HOWEVER CAUSED, AND EVEN IF SCALEDYNAMICS HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.


TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO A FINAL
DECISION FROM A COURT OF COMPETENT JURISDICTION, SCALEDYNAMICS' TOTAL LIABILITY,
FOR ANY REASON WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
OTHERWISE, FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS EULA
(INCLUDING THE USE OF THE SOFTWARE AND THE SERVICE) SHALL NOT EXCEED IN THE
AGGREGATE THE FEES EX VAT PAID BY THE END USER TO SCALEDYNAMICS FOR THE SOFTWARE
AND/OR THE SERVICE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE
EVENT GIVING RISE TO THE LIABILITY.


The End User may not bring a claim under this EULA more than twelve (12) months
after the cause of action arises.


SCALEDYNAMICS makes no representation that the Software are appropriate or
available for use in any particular location.  The End User expressly
acknowledges and agrees that any use of the Software is done entirely at its own
risk and the End User is responsible for compliance with any applicable laws.


SCALEDYNAMICS disclaims all warranties and liability for any damages incurred by
the End User or by any third party relating to the Software and/or the Service
when caused by:


* the End User’s non-compliance with the terms and provisions of the EULA; or *
the End User’s non-compliance with the Documentation; or * improper installation
of the Module by the End User, misuse, mishandling or improper maintenance of
the Software; or * the upload, use or display of the End User Content and/or the
End User Project; * the disclosure and sharing of the URL by the End User; * use
of the Software in an improper or inappropriate operating environment which does
not conform to the Documentation; or * use of the Software in combination with,
in connection with or as integrated into software, hardware or equipment which
is not the End User’s Terminal, unless such combination connection or
integration has been expressly approved in writing by SCALEDYNAMICS; or * use of
the Software for a purpose other than that for which it is intended to; or * a
weakness, flaw or breach in the security of End User’s architecture or system
not directly and exclusively caused by the Module or the Software; or * changes
made to the Software, including mandatory changes; or * maintenance of the
Software or support intervention by a third party not previously authorized by
SCALEDYNAMICS; * delays, interruptions and disruptions of network and/or
Internet transmissions; * Any failure, delay or interruption of the Cloud
Services, SCALEDYNAMICS Cloud Service or Third-Party Cloud Service; * Third
party components, and/or Open-Source Software; * Force Majeure events.


The End User agrees and acknowledges that: * SCALEDYNAMICS has no responsibility
or liability for the deletion or failure to store any End User Content and other
communications maintained on or transmitted through use of the Service; * The
End User is responsible for securing and backing up any End User Content or End
User Project or other communication that the End User may upload or transmit to
or through the Service; * The End User is fully liable for its activities
related to the use of the End User Content and/or End User Project and/or the
use of content available via the Service; * The End User is fully liable for the
risks and consequences related to the disclosure, sharing and transfer of the
URL to third-parties; * The End User bears the sole responsibility for the
installations and use of third-party software in the End User Project, and
SCALEDYNAMICS shall not be liable for any failure of the proper operation of the
End User Project resulting from such installation or use; * The End User is
fully responsible for the consequences or damages resulting from the use of the
Service or the End User Content by the Authorized Users or by any third-party
which is granted by the End user an access to the Software, the Service, the End
User Content and/or the End User Project.


THE END USER SHALL INDEMNIFY AND SAVE HARMLESS SCALEDYNAMICS FROM AND AGAINST
ANY CLAIM, DEMAND OR LEGAL ACTION ALLEGING LOSS, COSTS, EXPENSES, DAMAGES OR
INJURIES ARISING FROM OR RELATED TO THE END USER’S USE OF THE SOFTWARE, THE
SERVICE AND THE END USER CONTENT AND/OR END USER PROJECT.


9.  Indemnification


   11.  By SCALEDYNAMICS


SCALEDYNAMICS shall defend, indemnify, and hold the End User harmless against
all costs and reasonable expenses (including reasonable attorneys’ fees),
damages, and liabilities awarded to a third party arising out of any
non-frivolous claim by a third party that the Software as provided by
SCALEDYNAMICS and when used in accordance with the provisions of this EULA and
the Documentation, infringes or misappropriates, as applicable, any copyrights
or trade secrets under applicable laws of any jurisdiction within France,
provided that the End User gives SCALEDYNAMICS (a) prompt written notice of such
claim; (b) sole authority to control and direct the defense and/or settlement of
such claim; and (c) such information and assistance as SCALEDYNAMICS may
reasonably request, at SCALEDYNAMICS’ expense, in connection with such defense
and/or settlement.  Notwithstanding the foregoing, SCALEDYNAMICS shall have no
obligation or liability to the extent that the alleged infringement arises from
(1) the combination, operation, or use of the Software or the Service with
products, services, information, materials, technologies, business methods or
processes not furnished or authorized by SCALEDYNAMICS; (2) modifications to the
Software, which modifications are not made by SCALEDYNAMICS; (3) failure to use
Updates to the Software provided by SCALEDYNAMICS; or (4) use of the Software
except in accordance with the EULA or the Documentation (circumstances under the
foregoing clauses (1), (2), (3), (4), and (5), collectively, “End User Indemnity
Responsibilities”).  Upon the occurrence of any claim for which indemnity is or
may be due under Section 9.1, or in the event that SCALEDYNAMICS believes that
such a claim is likely, SCALEDYNAMICS may, at its option (i) appropriately
modify the Software so that it becomes non-infringing, or substitute
functionally equivalent software or services; (ii) obtain a license to the
applicable third-party intellectual property rights; or (iii) terminate this
EULA on written notice to the End User and refund to the End User an amount
equal to the Fees ex VAT paid by the End User for such Software during the six
(6) month period preceding the date of the termination notification.  The
obligations set forth in this Section 9.1 shall constitute SCALEDYNAMICS’s
entire liability and the End User’s sole remedy for any actual or alleged
infringement or misappropriation.
   12.  By the End User


The End User shall indemnify, hold harmless, and defend SCALEDYNAMICS from and
against all losses, expenses (including reasonable attorneys’ fees), damages,
and liabilities awarded to a third party resulting from a claim by a third party
arising from or in connection with the End User Indemnity Responsibilities (as
listed in Section 9.1) and/or with the End User’s breach of Section 4 and/or the
End User Content.  SCALEDYNAMICS agrees to give the End User (a) prompt written
notice of such claim; (b) sole authority to control and direct the defense
and/or settlement of such claim; and (c) such information and assistance as the
End User may reasonably request, at the End User’s expense, in connection with
such defense and/or settlement.  Notwithstanding the foregoing, the End User
shall not settle any third-party claim against SCALEDYNAMICS unless such
settlement completely and forever releases SCALEDYNAMICS with respect thereto or
unless SCALEDYNAMICS provides its prior written consent to such settlement.  In
any action for which the End User provides defense on behalf of SCALEDYNAMICS,
SCALEDYNAMICS may participate in such defense at its own expense by counsel of
its choice.


10.  Third Party Components – Third Party Cloud Services


   13.  Third party component in the Software


The Software may contain third party software or Open-Source Software which is
delivered to the End User as part of the Software and may not be taken out or
used separately from the Software and for which additional terms may be included
in the Documentation.  A list of the Open-Source Software licenses applicable to
certain parts of the Trial Version Software is available in license file.


   14.  Third party cloud service


The End User acknowledges that the Service runs certain functionalities in the
cloud and/or host certain End User Content in the cloud.


The End User may choose its own cloud service (End User cloud server) or a
third-party cloud service provider (the “Third-Party Cloud Service”).


In the event where the End User uses its own cloud server or uses a Third-Party
Cloud Service, a specific agreement may have to be executed with SCALEDYNAMICS
(proof of concept, etc.).


The End User acknowledges that it is receiving the Third-Party Cloud Service
directly from the Third-Party Cloud Service provider pursuant to this
Third-Party Cloud Service provider’s standard terms and conditions or such other
terms as agreed upon by the End User and such Third-Party Cloud Service
provider.


SCALEDYNAMICS is hereby released and shall continue to be released from all
liability in connection with the loss, damage or corruption of the End User
Content, data and software, and the End User assumes all risk of loss, damage or
corruption of End User Content, data and software in any way related to or
resulting from the Third-Party Cloud Services.


11.  Daily log review and consent to use of data


   15.  Daily log review


The End User agrees that SCALEDYNAMICS may operate a daily log review of the End
User use of the Trial Version Software in order to detect patterns of abnormal,
continuous or excessive use (e.g.  uninterrupted-24 hour-use of SCALEDYNAMICS
Software), or malicious activities including failed login attempts or other
indicators of possible intrusions (“Pattern of Abnormal Use”), as long as it is
in a form that does not collect and process personal data pertaining to the End
User, its employees or agents.


In the event of Pattern of Abnormal Use, SCALEDYNAMICS may contact the End User
by e-mail for additional information or to provide the End User with some
assistance.  In the absence of any response or a satisfactory response from the
End User within 48 hours from SCALEDYNAMICS notification or if SCALEDYNAMICS
receives a notification of invalid email address, SCALEDYNAMICS shall be
entitled to suspend or terminate the Trial Period with immediate effect.


The End User understands and agrees that the daily log review may provide
evidence of potential material breach of the EULA attributable to the End User
and may cause termination under the provisions of Section13 below.


   16.  Consent to use of data


The End User agrees that SCALEDYNAMICS may collect and use technical and related
information about the End User’s computer, system and peripherals, that is
gathered periodically in order to improve its products, to facilitate the
provision of the Software updates and support, as long as it is in a form that
does not personally identify the End User, its employees or agents, and/or to
provide services or technologies to the End User.


12.  Personal data


   17.  Personal Data processed by SCALEDYNAMICS
SCALEDYNAMICS collects information relating to an identified or identifiable
individual (“Personal Data”) from and relating to the End User: The End User
provides some of this Personal Data directly and SCALEDYNAMICS may collect
Personal Data about the End User’s interactions, use, and experiences with the
Software.  Such Personal Data includes the End User’s name, email address and
professional contacts.  SCALEDYNAMICS uses Personal Data in order to (i) provide
SCALEDYNAMICS Products or Service (which includes updating, securing, and
troubleshooting), as well as providing support, (ii) improve and develop
SCALEDYNAMICS Products or Service, (ii) personalize SCALEDYNAMICS Products or
Service and provide analysis or recommendations to the End User, (iii) advertise
and market to the End User, which includes sending promotional communications,
targeting advertising, and presenting the End User with relevant offers from
SCALEDYNAMICS or third party companies.  SCALEDYNAMICS shall store Personal Data
for the duration of the license set out in Section 13 of the EULA.  From the
date of termination of this agreement, SCALEDYNAMICS may retain Personal Data
for the necessary duration to comply with any legal or regulatory requirements
(including but not limited to purposes of proof) which may compel SCALEDYNAMICS
to (i) retain Personal Data or to (ii) respond to any requirements from
competent authority (supervisory authority, law enforcement agencies, etc.).  If
need be, SCALEDYNAMICS may retain Personal Data in an anonymized form.  In the
event where SCALEDYNAMICS transfers Personal Data to a country for which the
European Commission has not provided an adequacy decision, SCALEDYNAMICS shall
provide appropriate safeguards in order to ensure the ongoing confidentiality
and integrity of Personal Data.  The End User can control the Personal Data that
SCALEDYNAMICS has obtained, and exercise its data protection rights granted by
applicable law (access to and rectification or erasure of Personal Data or
restriction of processing concerning the End User or to object to processing),
by contacting SCALEDYNAMICS by email: welcome@scaledynamics.com If the End User
objects to the abovementioned data processing, the End User may be required to
uninstall the Software or stop using the Service to stop further Personal Data
collection.  The End User is hereby informed that cookies may be installed on
its Terminal to improve access to and use of the Software and Service.
   18.  Personal Data processed by the End User
In the event where the End User processes Personal Data (including those of the
Authorized Users) in its End User Content or through the End User Project, such
End User: * acts as data controller for the processing of Personal Data
processed in the End User Content or through the End User Project by the End
User, since such End User determines the purposes and means of such processing
of Personal Data; * retains full liability for any administrative, technical or
organizational measures that the End User may be required to undertake or
implement under applicable data protection legislation.  13.  Term & termination


   19.  Duration of the Trial Period


The Trial Period will commence on the Effective Date for a duration of one (1)
month.


On or before expiration or termination of the Trial Period, the End User agrees
to either (i) enter into a Commercial License (if available) with SCALEDYNAMICS
for continued use of the Software and Service after the expiration of the Trial
Period under the terms of such Commercial License, or on the contrary (ii)
promptly cease all use of SCALEDYNAMICS Software and Service by uninstalling the
Module and destroying all copies of the Module in its possession or control.


The End User is informed that the Trial Version Software has an automated system
that will cause it to “time-out” (cease working) after the Trial Period expires.
The End User agrees not to circumvent or defeat this system and to cease all use
of the Trial Version after the end of the Trial Period.


The End-User shall be informed by email of (i) the date of discontinuance or the
termination of the Service seven (7) days before such date and of (ii) the date
of the commercial launch of the Service or the availability of other
SCALEDYNAMICS’ Products.


   20.  Duration of the Commercial License


The initial term of this Agreement commences on the Effective Date and continues
for the period of time set forth in the Order Form or, if no such date is
specified, for one (1) year (the “Initial Term”).


Except as otherwise stated in the Order Form, at the end of the Initial Term
(and each renewal term thereafter, if any), subject to payment of the applicable
Fees for each such renewal term, this EULA will automatically renew for
additional successive terms equal to the Initial Term, unless either Party
provides the other Party with notice of nonrenewal at least thirty (30) days
prior to the end of the then-current term.


   21.  Duration of the Community Plan License


The Community Plan license commences on the Effective Date and will continue to
apply to the End User until terminated by either the End User or SCALEDYNAMICS.


Without prejudice of the provisions of Section 13.4, SCALEDYNAMICS may terminate
the Community Plan License, at any time, if SCALEDYNAMICS withdraws the Services
included in the Community Plan License or in the event that the Community Plan
License should become a paying service, in which cases SCALEDYNAMICS shall
provide the End User with reasonable written notice).


   22.  Termination for fault


This EULA and all rights granted by SCALEDYNAMICS hereunder may be terminated by
either Party if the other Party has breached any terms of this Agreement and
fails to cure such breach within thirty (30) days (or within two (2) days with
respect to the Trial Version Software) of a non-breaching Party’s notice
thereof.


Notwithstanding the foregoing, without prejudice to SCALEDYNAMICS’ other rights
accorded to it by this EULA or by law, SCALEDYNAMICS may immediately terminate
the EULA by written notice to the End User, in the event of (i) Pattern(s) of
Abnormal Use in accordance with the provisions of Section 11.1 or (ii) breach of
the provisions of Section 4 or (iii) breach of this EULA, and such breach is not
curable or (iv) if the End User fails to pay the applicable license fees as
specified in the Order Form.


   23.  Consequences of termination


On or before the expiration of the Trial Period, the End User may choose to
switch from the Trial License to a Commercial License subject to the
then-applicable terms and conditions of such Commercial License, in order to (i)
prevent the deletion of the User Account and End User Project and (ii) to resume
the use of the Service.


Upon expiration or termination of this EULA for any reason whatsoever, the End
User’s rights to use the Software cease and the End User shall: * stop using the
Software and/or the Service immediately; and * uninstall the Module; and *
destroy (and certify such destruction) all copies of the Module in its
possession or control, including any accompanying Documentation and associated
materials.


Upon expiration or termination of the EULA, the End User is informed and
acknowledges that: * the User Account will be deleted; * SCALEDYNAMICS will have
no obligation to maintain the End User Content in its databases or in the Cloud
Services or to forward any such information to the End User or any third party;
* SCALEDYNAMICS shall remove or overwrite all applicable End User Content from
SCALEDYNAMICS’ systems (if any) following the effective date of termination, in
accordance with SCALEDYNAMICS’ standard procedures.  If this EULA is terminated
by SCALEDYNAMICS in accordance with the Section 13.3 above, the End User shall
pay any unpaid Fees covering the remainder of the Initial term or any renewed
term.  In no event, will termination of this Agreement relieve the End User of
its obligation to pay any Fees payable to SCALEDYNAMICS for the period prior to
the effective date of termination.  Upon expiration or termination of this EULA,
SCALEDYNAMICS may retain information and data about SCALEDYNAMICS Software
execution and performance as long as it is in a form that does not personally
identify the End User, its employees or agents.  Any terms of this EULA which by
their nature should survive the termination of this EULA shall survive such
termination.  Termination will not limit any of SCALEDYNAMICS' rights or
remedies at law.


14.  Export controls


The End User acknowledges that SCALEDYNAMICS Software may be subject to European
Union and, when applicable US export regulations.  The End User shall comply
with applicable export and import laws and regulations for the jurisdiction in
which the Software will be imported and/or exported.  The End User shall not
export the Software to any individual, entity or country prohibited by
applicable law or regulation.  The End User is responsible, at its own expense,
for any local government permits, licenses or a