Terms of SesamEO BETA Service Agreement
By GAEL Systems (S.A.S, RCS Meaux 452272032 France) Date of the document update: 7th June 2024
PLEASE SCROLL DOWN AND READ ALL OF THE FOLLOWING TERMS AND CONDITIONS OF THIS SESAMEO BETA SERVICE PROGRAM AGREEMENT (“AGREEMENT”) CAREFULLY. BY USING THE SESAMEO BETA SERVICE PROGRAM, YOU ARE AGREEING ON YOUR OWN BEHALF OR ON BEHALF OF YOUR LEGAL ENTITY (WHETHER A COMPANY, ORGANIZATION, EDUCATIONAL INSTITUTION, OR GOVERNMENTAL AGENCY, OR DEPARTMENT) TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.
Preamble.
GAEL Systems S.A.S, with registered office at 25 rue Alfred Nobel, 77420 Champs-sur-Marne, France, RCS Meaux 452 272 032 (hereinafter:“GAEL Systems”) is an innovative company developing software solutions for the space industry, to access and disseminate Earth observation data products and to ensure their integrity, from simple desktop applications to cloud infrastructures.
GAEL Systems develops and maintains the SesamEO Service software (hereinafter the "Software") which is a service making heterogeneous data easily accessible. It acts as a bridge to access data served by different providers. The most common data are Earth observation products but it can also be anything else, like statistics over Europe, atmospheric data, climate data...
The SesamEO Service has been developed currently as part of the Destination Earth (DestinE), an ambitious initiative of the European Union to create a highly accurate digital model of Earth. It uses an unprecedented amount of data, innovative earth system models, Artificial Intelligence (AI), cloud computing, high-speed connectivity networks and data from multiple existing and new sources. The initiative is jointly implemented by three entrusted entities: the European Space Agency (ESA), the European Centre for Medium-Range Weather Forecasts (ECMWF) and the European Organisation for the Exploitation of Meteorological Satellites (EUMETSAT) (see: https://destination-earth.eu/destination-earth/).
The SesamEO Service is currently provided through the site platform.destine.eu (the "Site").
The Site is provided by Serco Italia S.p.A with registered office at viale dell’Astronomia 13, Cap 00144 (Rome, Italy).
Important notice:
GAEL Systems develops and maintains the SesamEO Service software (hereinafter the "Software") which is a service making heterogeneous data easily accessible. It acts as a bridge to access data served by different providers. The most common data are Earth observation products but it can also be anything else, like statistics over Europe, atmospheric data, climate data...
The SesamEO Service has been developed currently as part of the Destination Earth (DestinE), an ambitious initiative of the European Union to create a highly accurate digital model of Earth. It uses an unprecedented amount of data, innovative earth system models, Artificial Intelligence (AI), cloud computing, high-speed connectivity networks and data from multiple existing and new sources. The initiative is jointly implemented by three entrusted entities: the European Space Agency (ESA), the European Centre for Medium-Range Weather Forecasts (ECMWF) and the European Organisation for the Exploitation of Meteorological Satellites (EUMETSAT) (see: https://destination-earth.eu/destination-earth/).
The SesamEO Service is currently provided through the site platform.destine.eu (the "Site").
The Site is provided by Serco Italia S.p.A with registered office at viale dell’Astronomia 13, Cap 00144 (Rome, Italy).
Important notice:
- These Terms of SesamEO BETA Service Agreement shall be read in conjunction with our Data Processing Agreement (DPA) and with Serco Italia S.p.A (see headquarters above) Code of conduct document which is accessible via the Site.
- Currently, the SesamEO Service is only available in a beta version, which is the subject of this Agreement.
- Currently, the SesamEO Service is only available in a beta version, which is the subject of this Agreement.
1. Participation in the Beta Program.
The purpose of the SesamEO Beta Service Program (“Beta Program”) is to make alpha, beta, seeds and other pre-release software, pre-release services, and related documentation, materials, and information (collectively, the “Pre-Release Service”) available to Beta Program participants from time to time for the purpose of providing GAEL Systems with feedback on the quality and usability of the Pre-Release Service. You understand and agree that participation in the Beta Program is voluntary and does not create a legal partnership, agency, or employment relationship between You and GAEL Systems, and neither You nor GAEL Systems has any authority to bind the other. You understand that Your participation in the Beta Program does not obligate GAEL Systems to provide You with any Pre-Release Service. Should GAEL Systems decide to provide You with Pre-Release Service, You agree to use and evaluate the Pre-Release Service diligently. GAEL Systems reserves the right to modify the terms, conditions, and policies of this Beta Program at any time without notice, and to revoke Your participation in this Beta Program at any time. If GAEL Systems makes changes to the terms and conditions of this Agreement, then GAEL Systems will publish such revised terms and conditions on the Beta Program web portal. As used in this Agreement, “Licensee” means the person who has accepted this Agreement on their own behalf or the legal entity (whether a company, organization, educational institution, or governmental agency, or department) that has accepted this Agreement through its authorized representative. “Authorized End User” means Licensee’s employees and contractors, members of Licensee’s organization or, if Licensee is an educational institution, Licensee’s faculty, staff and students who are authorized by Licensee to exercise rights under this Agreement. “You” and “Your” means Licensee and any Authorized End User. For avoidance of doubt, Licensee is responsible for compliance with this Agreement by its Authorized End Users. By participating in the Beta Program, You certify that You and Your Authorized End Users are of the legal age of majority in the jurisdiction in which you reside (at least 18 years of age in many countries) and you represent that You and Your Authorized End Users are legally permitted to join the Beta Program. If Your Authorized End Users are not of legal age, You acknowledge and agree that You have obtained the permission of the parent or legal guardian of each Authorized GAEL Systems Beta Software Agreement End User. This Agreement is void where prohibited by law and the right to become a Beta Program participant is not granted in such jurisdictions. Unless otherwise agreed or permitted by GAEL Systems in writing, You cannot share or transfer any software or other materials you receive from GAEL Systems in connection with being a Beta Program participant. The GAEL Systems ID and password You use to login as a Beta Program participant cannot be shared in any way or with anyone. You are responsible for maintaining the confidentiality of Your GAEL Systems ID and password and for any activity in connection with Your account.
2. Access to Pre-Release Service; Beta Tools; and Additional Terms.
You understand that GAEL Systems may make Pre-Release Service available to Beta Program participants through the DestinE Platform (https://platform.destine.eu), through the Beta Program web portal, and/or as otherwise provided through the Beta Program (e.g., by manual download of a digital image, by providing software configuration profiles, etc.). From time to time, GAEL Systems, at its option, may also provide You with software or services as part of the Beta Program, including but not limited to scripts, code snippets, utilities, configuration profiles, sample code, troubleshooting applications and bug submission tools (“Beta Tools”) as part of Your participation in the Beta Program. All use of such Pre-Release Service and Beta Tools shall be pursuant to the terms and conditions of this Agreement and/or another license agreement accompanying such Pre-Release Service or Beta Tools (collectively, “Pre-Release Service” and “Beta Tools” shall be referred to as “GAEL Systems Software” for purposes of this Agreement). If the GAEL Systems Software is accompanied by a separate license agreement, You agree that the license agreement accompanying such GAEL Systems Software, in addition to Sections 5 and 6 of this Agreement, shall govern Your use of the GAEL Systems Software. Any inconsistencies between the provisions of the license agreement accompanying the GAEL Systems Software and Sections 5 and 6 of this Agreement shall be governed by this Agreement. If there is no license agreement accompanying the GAEL Systems Software, Your use of the GAEL Systems Software will be subject to the provisions of this Agreement. You acknowledge and agree that You are responsible (a) for ensuring that each Authorized End User is aware of and complies with the terms and conditions of the license agreements for the GAEL Systems Software, (b) for obtaining any required consents for Your Authorized End Users’ use of the GAEL Systems Software and to deploy Authorized Devices as permitted hereunder, and (c) to monitor and be fully responsible for all such use of the GAEL Systems Software by Your Authorized End Users. Further, GAEL Systems Software may enable access to GAEL Systems and third-party services and web sites (collectively and individually, “Services”). Use of these Services may require Internet access. GAEL Systems Beta Software Agreement and use of certain Services may require a GAEL Systems ID, may require you to accept additional terms and may be subject to additional fees.
3. License Grant and Restrictions.
Subject to Your compliance with this Agreement, GAEL Systems hereby grants You a personal, limited license to use the Pre-Release Service for testing and evaluation purposes and only in connection with this Beta Program. Except as otherwise permitted under Section 16, this license does not grant You the right to use the GAEL Systems Software for any other purpose, or to disclose, reproduce, distribute, modify or create derivative works of the GAEL Systems Software. You agree not to decompile, reverse engineer, disassemble, decrypt, or otherwise attempt to derive the source code of any GAEL Systems Software (Except and only to the extent that the foregoing restrictions are prohibited by applicable law, or to the extent permitted by the license terms governing the use of any open source components included with such GAEL Systems Software, you may not use the GAEL Systems Software without the prior written consent of GAEL Systems). Unless otherwise permitted under Section 16 below, You certify that the GAEL Systems Software will only be used for testing and evaluation purposes in connection with the Beta Program, and will not be rented, sold, leased, sublicensed, assigned, distributed or otherwise transferred. GAEL Systems retains ownership of all GAEL Systems Software, and except as expressly set forth herein, no other rights or licenses are granted or to be implied under any GAEL Systems intellectual property.
4. Feedback; Contact from GAEL Systems.
As part of the Beta Program, GAEL Systems may provide You and certain of Your Authorized End Users with the opportunity to submit bug reports, questionnaires, enhancement requests, issue reports and/or support information (collectively, “Feedback”) to GAEL Systems. GAEL Systems may request this information from You through the Beta Tools as well as by phone, email, web questionnaires, bug forms, and other mechanisms. By agreeing to this Agreement, You agree that GAEL Systems may contact You from time to time about the Beta Program, and You hereby consent to receive such communications. Except as otherwise set forth in Section 8, you agree that in the absence of a separate written agreement to the contrary, GAEL Systems will be free to use any Feedback You provide for any purpose.
5. Definition of Confidential Information.
You agree that the Pre-Release Service and any information concerning the Pre-Release Service (including its nature and existence, features, functionality, and screen shots), the Beta Tools, and any other information disclosed by GAEL Systems to You in connection with this Agreement, including but not limited to information learned by You from GAEL Systems employees, agents or through inspection of GAEL Systems’s property, that relates to GAEL Systems’s products, designs, business plans, business opportunities, finances, research, development, know-how, personnel, or third-party confidential information disclosed to You by GAEL Systems, will be considered and referred to collectively in this Agreement as “Confidential Information.” Information that otherwise would be deemed Confidential Information but (a) is generally and legitimately available to the public through no fault or breach of Yours, (b) is generally made available to the public by GAEL Systems, (c) is independently developed by You without the use of any Confidential Information, (d) was rightfully obtained from a third party who had the right to transfer or disclose it to You without limitation, or (e) any third-party software and/or documentation provided to You by GAEL Systems and accompanied by licensing terms that do not impose confidentiality obligations on the use or disclosure of such software and/or documentation will not be considered Confidential Information under this Agreement. All Confidential Information remains the sole property of GAEL Systems and You have no implied licenses or other rights in the Confidential Information not specified in this Agreement.
6. Nonuse and Nondisclosure of Confidential Information.
Except as expressly permitted in this Section 6, You agree that You will not disclose, publish, or otherwise disseminate any Confidential Information to anyone other than Your Authorized End Users, or as otherwise expressly permitted or agreed to in writing by GAEL Systems. You further agree to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of Confidential Information, including preventing access to or display of the GAEL Systems Software to third parties. You agree to use the Confidential Information solely for the permitted uses as set forth in this Agreement. You agree not to use Confidential Information otherwise for Your own or any third party’s benefit without the prior written approval of an authorized representative of GAEL Systems in each instance. You hereby acknowledge that unauthorized disclosure or use of Confidential Information could cause irreparable harm and significant injury to GAEL Systems that may be difficult to ascertain. Accordingly, You agree that GAEL Systems will have the right to seek immediate injunctive relief to enforce obligations under this Agreement in addition to any other rights and remedies it may have.
7. Precautions for the use of Pre-Release Service.
The Pre-Release Service may contain errors or inaccuracies that:
GAEL Systems STRONGLY ENCOURAGES YOU TO BACK UP ALL DATA AND INFORMATION ON YOUR COMPUTER, DEVICES AND/OR ANY PERIPHERALS PRIOR TO YOUR PARTICIPATION in the Beta Program and before any individual seeds. The Pre-Release Service is not intended for use, and should not be used, in production or business-critical systems.
GAEL SYSTEMS SHALL NOT BE RESPONSIBLE FOR ANY COSTS, EXPENSES OR OTHER LIABILITIES YOU MAY INCUR AS A RESULT OF PROVISIONING YOUR DEVICES, YOUR TESTING OR THE INSTALLATION OR USE OF PRE-RELEASE SERVICE, INCLUDING BUT NOT LIMITED TO ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE OR DATA OR ANY LOSS OF DATA OR INFORMATION ARISING FROM YOUR USE OF SUCH PRE-RELEASE SERVICE.
- could cause failures, corruption or loss of data and/or information from Your computer and/or device or from Your peripherals (including, without limitation, servers and printers) connected thereto.
- may contain errors or inaccuracies that may generate a promotion of rights in the application, data or collections. Users must respect the roles and access granted to them, regardless of the problems encountered by the Service.
- may contain errors or inaccuracies that may generate a promotion of rights in the application, data or collections. Users must respect the roles and access granted to them, regardless of the problems encountered by the Service.
GAEL Systems STRONGLY ENCOURAGES YOU TO BACK UP ALL DATA AND INFORMATION ON YOUR COMPUTER, DEVICES AND/OR ANY PERIPHERALS PRIOR TO YOUR PARTICIPATION in the Beta Program and before any individual seeds. The Pre-Release Service is not intended for use, and should not be used, in production or business-critical systems.
GAEL SYSTEMS SHALL NOT BE RESPONSIBLE FOR ANY COSTS, EXPENSES OR OTHER LIABILITIES YOU MAY INCUR AS A RESULT OF PROVISIONING YOUR DEVICES, YOUR TESTING OR THE INSTALLATION OR USE OF PRE-RELEASE SERVICE, INCLUDING BUT NOT LIMITED TO ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE OR DATA OR ANY LOSS OF DATA OR INFORMATION ARISING FROM YOUR USE OF SUCH PRE-RELEASE SERVICE.
8. Consent to Collection and Use of Data.
8.1 Licensee’s Obligations.
Licensee agrees to comply with all applicable laws and regulations, including all applicable privacy and data collection laws and regulations with respect to any use or collection of data and information through the use of the GAEL Systems Software and Licensee’s deployment of Authorized Devices to its Authorized End Users. Licensee represents and warrants that it will provide sufficient notice and disclosure of the terms of the Agreement, and obtain all necessary rights and consents, either from the Authorized End User, or where necessary, the Authorized End User’s parent or legal guardian, for the use, testing and evaluation of GAEL Systems Software and the direct and incidental collection of Authorized End User data that may arise, prior to deploying Authorized Devices to the Authorized End User.
8.2 Pre-Release Service and Services.
In order to test and improve GAEL Systems products and services, and only if You choose to install or use Pre-Release Service or Services provided as part of the Beta Program, You acknowledge that GAEL Systems and its subsidiaries and agents may be Collecting diagnostic, technical, usage and related information from Pre-Release Service or Services and from Your computer, devices, peripherals or other hardware that uses such Pre-Release Service. You should carefully review the release notes and other information disclosed to You by GAEL Systems as part of the Beta Program prior to choosing whether or not to install or use any such other PreRelease Software or Services. By installing or using such other Pre-Release Service or Services, You acknowledge and agree that GAEL Systems and its subsidiaries and agents have Your permission and where necessary the permission of the parent or legal guardian of each Authorized End User to Collect any and all such information and use it as set forth above.
8.3 System Logs and Diagnostic Files.
In addition, as part of Your participation in the Beta Program, You may have the option of manually attaching and/or using GAEL Systems’s Beta Tools to gather detailed hardware and/or system diagnostic files (e.g., kernel logs, GAEL Systems System Profile logs, hang logs, crash logs, spin logs, install logs, application logs, etc.) from Your computer and/or devices (“System Logs”) to send to GAEL Systems. Such System Logs may include personally identifiable information. Providing these System Logs is voluntary, but if You do provide them to GAEL Systems, then You acknowledge and agree that You have obtained the necessary rights and consents to provide such information to GAEL Systems and that GAEL Systems may use them for GAEL Systems’s diagnostic purposes and to improve the Beta Program and GAEL Systems’s products and services.
8.4 Privacy Policy.
At all times your information will be treated in accordance with GAEL Systems’s Privacy Policy that can be viewed at https://DeltaTwin.DestinE.eu.
Licensee agrees to comply with all applicable laws and regulations, including all applicable privacy and data collection laws and regulations with respect to any use or collection of data and information through the use of the GAEL Systems Software and Licensee’s deployment of Authorized Devices to its Authorized End Users. Licensee represents and warrants that it will provide sufficient notice and disclosure of the terms of the Agreement, and obtain all necessary rights and consents, either from the Authorized End User, or where necessary, the Authorized End User’s parent or legal guardian, for the use, testing and evaluation of GAEL Systems Software and the direct and incidental collection of Authorized End User data that may arise, prior to deploying Authorized Devices to the Authorized End User.
8.2 Pre-Release Service and Services.
In order to test and improve GAEL Systems products and services, and only if You choose to install or use Pre-Release Service or Services provided as part of the Beta Program, You acknowledge that GAEL Systems and its subsidiaries and agents may be Collecting diagnostic, technical, usage and related information from Pre-Release Service or Services and from Your computer, devices, peripherals or other hardware that uses such Pre-Release Service. You should carefully review the release notes and other information disclosed to You by GAEL Systems as part of the Beta Program prior to choosing whether or not to install or use any such other PreRelease Software or Services. By installing or using such other Pre-Release Service or Services, You acknowledge and agree that GAEL Systems and its subsidiaries and agents have Your permission and where necessary the permission of the parent or legal guardian of each Authorized End User to Collect any and all such information and use it as set forth above.
8.3 System Logs and Diagnostic Files.
In addition, as part of Your participation in the Beta Program, You may have the option of manually attaching and/or using GAEL Systems’s Beta Tools to gather detailed hardware and/or system diagnostic files (e.g., kernel logs, GAEL Systems System Profile logs, hang logs, crash logs, spin logs, install logs, application logs, etc.) from Your computer and/or devices (“System Logs”) to send to GAEL Systems. Such System Logs may include personally identifiable information. Providing these System Logs is voluntary, but if You do provide them to GAEL Systems, then You acknowledge and agree that You have obtained the necessary rights and consents to provide such information to GAEL Systems and that GAEL Systems may use them for GAEL Systems’s diagnostic purposes and to improve the Beta Program and GAEL Systems’s products and services.
8.4 Privacy Policy.
At all times your information will be treated in accordance with GAEL Systems’s Privacy Policy that can be viewed at https://DeltaTwin.DestinE.eu.
9. No Support and Maintenance; Future Products.
During Your participation in the Beta Program or in a particular seed, GAEL Systems is not obligated to provide You with any maintenance, technical or other support for the GAEL Systems Software. If, at GAEL Systems’s option, such support is provided, it will be available exclusively through the Beta Program while You are a participant for the applicable seed. You agree to abide by any support rules and policies that GAEL Systems provides to You in order to receive such support. You acknowledge that GAEL Systems has no express or implied obligation to announce or make available a commercial version of the PreRelease Software to anyone in the future. Should a commercial version be made available, it may have features or functionality that are different from those found in the Pre-Release Service licensed hereunder.
10. Discussion Forums.
As part of the Beta Program, You may have the ability to participate in discussion forums provided by GAEL Systems about the Pre-Release Service and other Confidential Information that GAEL Systems may make available to You. For purposes of such discussion forums, GAEL Systems is providing a limited exception to Section 6 by allowing You to discuss certain GAEL Systems Beta Software Agreement Confidential Information received by You in connection with a particular seed with other seed participants who are in the same seed as You in the GAEL Systems designated discussion forum for such seed, and only within this discussion forum. Except for the limited purpose of discussions with other seed participants within such forums, You acknowledge and agree that this Agreement does not grant You the right to copy, reproduce, publish, blog, disclose, transmit, or otherwise disseminate any GAEL Systems Confidential Information.
11. Indemnification.
To the extent permitted by applicable law, Licensee agrees to indemnify, defend and hold harmless GAEL Systems, and upon GAEL Systems’s request, defend GAEL Systems, its directors, officers, employees, independent contractors and agents (each an “GAEL Systems Indemnified Party”) from any and all claims, losses, liabilities, damages, expenses and costs, including without limitation attorneys fees and court costs, (collectively “Losses”) incurred by an GAEL Systems Indemnified Party and arising from or related to Licensee’s or its Authorized End User’s breach of any certification, covenant, obligation, representation or warranty in this Agreement. Licensee acknowledges that the GAEL Systems Software is not intended for use in situations in which errors or inaccuracies in the content, functionality, services, data or information provided by the GAEL Systems Software or the failure of the GAEL Systems Software could lead to death, personal injury, or severe physical or environmental damage, and, to the extent permitted by law, Licensee hereby agrees to indemnify, defend and hold harmless each GAEL Systems Indemnified Party from any Losses incurred by such GAEL Systems Indemnified Party by reason of any such use by Licensee or its Authorized End Users. In no event may Licensee enter into any settlement or like agreement with a third party that affects GAEL Systems’s rights or binds GAEL Systems in any way, without the prior written consent of GAEL Systems.
12. No Warranty.
The GAEL Systems Software provided hereunder may be designated as alpha, beta, development, pre-release, untested, or not fully tested versions. The GAEL Systems Software may be incomplete and may contain errors or inaccuracies that could cause failures, corruption and/or loss of data or information. You expressly acknowledge and agree that, to the extent permitted by applicable law, all use of the GAEL Systems Software is at Your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with You. GAEL SYSTEMS IS PROVIDING ALL CONFIDENTIAL INFORMATION, INCLUDING THE PRE-RELEASE SERVICE AND BETA TOOLS, TO YOU SOLELY ON AN “AS IS” BASIS AND WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, PERFORMANCE, AND FITNESS FOR A PARTICULAR PURPOSE. You acknowledge that GAEL Systems has no express or implied obligation to You to announce or introduce the PreRelease Software or any similar or compatible product, or to continue to offer or support the Pre-Release Service in the future.
13. Disclaimer of Liability.
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH TESTING, INSTALLATION, OR USE OF THE PRE-RELEASE SERVICE AND BETA TOOLS PROVIDED UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CARRIER BILLS, BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF THE PRE-RELEASE SERVICE ON YOUR COMPUTER, DEVICES AND/OR PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION OR DATA, AND IN NO EVENT WILL GAEL SYSTEMS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING ANY LIABILITY THAT STEMS FROM ANY USE OF THE PRE-RELEASE SERVICE ON YOUR COMPUTER, DEVICES AND/OR ANY PERIPHERALS CONNECTED THERETO, AND/OR FROM ANY OTHER CONFIDENTIAL INFORMATION, AND/OR GAEL SYSTEMS’S PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, EVEN IF GAEL SYSTEMS HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL GAEL SYSTEMS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF TEN EUROS (10€). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
14. Term and Termination.
This Agreement will continue in effect until terminated in accordance with this Section 14. You may terminate this Agreement or an individual seeding project at any time, for any reason, but only by returning or destroying any and all Confidential Information that is in Your possession or control (including, without limitation, any Pre-Release Service); provided however that if You are unable to purge certain Pre-Release Service from Your computer and/or devices, then You agree that You will not use such device (or any PreRelease Software loaded thereon) unless or until GAEL Systems makes available a commercial version of the Pre-Release Service available. At GAEL Systems request, You agree to provide certification of Your compliance with the foregoing requirements upon any termination. GAEL Systems may terminate this Agreement or an individual seeding project at any time, with or without cause, immediately upon written notice to You, and may terminate this Agreement immediately for any breach of the confidentiality provisions set forth herein. Within seven (7) days of Your receipt of GAEL Systems termination notice, or earlier if requested by GAEL Systems, You will return, cease all use of, and/or destroy the Pre-Release Service and all other Confidential Information as provided in this Section. Following termination of this Agreement or an individual seeding project for any reason, the restrictions of Section 3, 4-8, the last two sentences of Section 9, and 11-19, inclusive, will continue to bind the parties. The term of your license to use the GAEL Systems Software granted under Section 3 of this Agreement shall commence upon your use of the GAEL Systems Software and will terminate automatically without notice from GAEL Systems upon the earlier of
(a) the next commercial release of the GAEL Systems Software,
(b) the termination of the individual seeding project under which you obtained the GAEL Systems Software,
(c) the termination of this Agreement,
or (d) the date specified in the separate license accompanying the GAEL Systems Software (if any).
(a) the next commercial release of the GAEL Systems Software,
(b) the termination of the individual seeding project under which you obtained the GAEL Systems Software,
(c) the termination of this Agreement,
or (d) the date specified in the separate license accompanying the GAEL Systems Software (if any).
15. No Export.
You agree that You will not export or re-export any of the Pre-Release Service or Confidential Information received from GAEL Systems except as authorized by French GAEL Systems Beta Software Agreement law and the laws of the jurisdiction in which the GAEL Systems Software was obtained. In particular, but without limitation, the GAEL Systems Software may not be exported or re-exported (a) into any European Union embargoed countries or (b) to anyone European Union Denied Person’s List or Entity List or any other restricted party lists. By using the GAEL Systems Software, You represent and warrant that You are not located in any such country or on any such list. You also agree that You will not use the GAEL Systems Software for any purposes prohibited by French law. You certify that this GAEL Systems Software will only be used for evaluation and testing purposes, and will not be rented, sold, leased, sublicensed, assigned, or otherwise transferred. Further, You certify that You will not transfer or export any product, process or service that is a direct product of this GAEL Systems Software.
16. Third-Party Software & Information.
Portions of the GAEL Systems Software may include thirdparty software. Acknowledgements, licensing terms, and disclaimers for such material are contained in the electronic documentation for the GAEL Systems Software, and Your use of such material is governed by such respective terms. Mention of third parties and third-party products in any materials upons provided to Beta Program participants is for informational purposes only and constitutes neither an endorsement nor a recommendation. All third-party product specifications and descriptions are supplied by the respective vendor or supplier, and GAEL Systems shall have no responsibility with regard to the selection, performance, or use of these vendors or products. All understandings, agreements, or warranties, if any, take place directly between the vendors and the prospective users.
17. No Waiver or Assignment.
No delay or failure to take action under this Agreement will constitute a waiver unless expressly waived in writing, signed by a duly authorized representative of GAEL Systems, and no single waiver will constitute a continuing or subsequent waiver. This Agreement may not be assigned by You in whole or in part. Any contrary assignment shall be null and void.
18. Governing Law.
Any litigation or dispute resolution between You and GAEL Systems arising out of or relating to this Agreement, the GAEL Systems Software, or Your relationship with GAEL Systems will take place in the jurisdiction of Meaux, France, and You and GAEL Systems hereby consent to the personal jurisdiction of and exclusive venue in the courts within that District with respect to any such litigation or dispute resolution. This Agreement will be governed by and construed in accordance with the laws of France. If You are employed by an international, intergovernmental organization that has been conferred immunity from the jurisdiction of national courts through Your intergovernmental charter or agreement, then any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be determined by arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules. The place of arbitration shall be Paris or Meaux, France; the language shall be French; and the number of arbitrators shall be three. Upon GAEL Systems’s request, You agree to provide evidence of Your status as an intergovernmental organization with such privileges and immunities.
19. Severability; Complete Understanding.
If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement, including any appendices made effective pursuant to this Agreement and any additional licenses accompanying the GAEL Systems Software, constitutes the entire agreement with respect to the Confidential Information disclosed herein and supersedes all prior or contemporaneous oral or written agreements concerning such Confidential Information. Except GAEL Systems Beta Software Agreement to the extent provided under Section 2 above, any inconsistencies between this Agreement and any license agreement accompanying the GAEL Systems Software will be governed by the license agreement accompanying the GAEL Systems Software. Except as expressly set forth herein, any waiver or amendment of any provision of this Agreement shall be effective only if in writing and signed by authorized representatives of both parties. Any translation of this Agreement is done for local requirements and in the event of a dispute between the French and any non-French versions, the French version of this Agreement shall govern, or, failing that, the English version of this Agreement shall govern, to the extent not prohibited by local law in Your jurisdiction.