TERMS & CONDITIONS OF THIS WEBSITE

 

Website property

The current website is the property of the company Power-user, Société par Actions Simplifiée with capital of 4 000 euros registered under number 813 623 733 on the Paris Trade and Companies Register, having its registered office at N°4, avenue Stéphane Mallarmé, 75017 Paris (FRANCE). The website is hosted by Wix on its equipments.

 

User’s rights and duties

It is assumed that the website user has the skills and means necessary for accessing and using this website, and that he has confirmed that his computer setup is free of viruses and in good functioning order.

 

Usage of the website’s data

Users of this website are expected to respect the French law on information technology, files and right to privacy. Any violation of this legislation is punishable by law.

Users must not use other user information from this site for any type of mass collection, unrelated usage and, in general, any action which could violate users’ privacy and/or reputations.

The overall design, including software, texts, images (animated and still), sounds, knowledge, and all other elements that make up the site are the exclusive property of Power-user.

Any full or partial reproduction of this website, by any company, without the express authorization of Power-user, is prohibited and would be considered as a counterfeit under articles L.335-2 and according to the French Intellectual Property Code. This also applies to the databases used by the website, which are protected by the French law of 1 July 1998, which transposes the European directive of 11 March 1996 relative to judicial protection of databases into the French Intellectual Property Code.

The brands used by Power-user, as well as logos used on the site are registered. Any full or partial reproduction of these brands and/or logos from the website without the express authorization of Power-user is thus prohibited, according to article L.713-2 of the French Intellectual Property Code.

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TERMS & CONDITIONS OF THE POWER-USER SOFTWARE ("LICENSE AGREEMENT") - AS OF 2018 03 03

 

By using the Power-user software, you are agreeing to be bound by the terms of this license. If you do not agree to the terms of this license, do not use the software. 

 

LICENSE AGREEMENT

This License Agreement, along with any schedules or attachments (the “Agreement” or the “Licence”), is made effective between Power-user (the “Licensor”), Société par Actions Simplifiée with a share capital of 4,000 euros, registered with the Paris trade and commercial register under number 813 623 733, with its registered office located at 4, avenue Stéphane Mallarmé, 75017 Paris (France), and the acquirer of the Materials (the “Licensee” or “you”), as of the Effective Date defined below.

In consideration of the mutual promises this Agreement contains, and other valuable and sufficient consideration, the Licensor and Licensee agree as follows:

 

1.GRANT OF LICENSE

  1. Nature of Materials. The materials that are the subject of this Agreement are the Power-user software, and any of the proprietary libraries (the “Components”) that are provided “as-is” with it, including but not limited to, pictures, icons, maps and templates, including transformations that the Licensee could apply to them (the “Licensed Materials”).

  2. Grant of License. Licensor grants to Licensee a non-exclusive use of the Licensed Materials, and the right to provide the Licensed Materials to Authorized Users in accordance with this Agreement’s terms and conditions. Licensor retains ownership of the Licensed Material and reserves all rights not expressly granted to you. The terms of this license will govern any software upgrades provided by the Licensor that replace and/or supplement the original Licensed Material, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.

  3. Ownership of Intellectual Property. Nothing in this Agreement shall be interpreted to transfer ownership of any copyright, trademarks or service marks from the Licensor or its suppliers to the Licensee or Authorized Users.

  4. Components. The Components included in the Licensed Materials are only licensed for use in connection with the Licensed Materials. You may not use those Components for any other purpose, nor may you link, compile or otherwise combine those Components with your own programs, modify, rent, release, lend, sublicense or otherwise redistribute those Components, in whole or in part.

  5. Source code. You may not and you agree not to, or to enable others to, copy (except as expressly permitted by this License), decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, create derivative works of the Licensed Materials, including, for the sake of clarity, the Power-user software or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law). Any attempt to do so is a violation of the rights of the Licensor.

 

2.TERM, FEES AND RENEWAL

  1. Agreement Term. This Agreement shall be in effect from the Effective Date and until the license term is reached. The license term is reached after an amount of time that must be previously agreed upon between the Licensor and the Licensee.

  2. Fees and Payment. Unless the Licensed Material (in whole or in part) are provided to the Licensee without any fee, in particular, but not exclusively, for trial purposes or academic usage, Licensee shall pay Licensor a previously agreed upon fee for the Licensed Materials. The amount of the fee will be displayed on the Licensor’s website or be the object of an official quote from the Licensor to the Licensee. Payment will be due within forty-five (45) days after the Effective Date.

  3. Money-back guarantee. The Licensee can notify the Licensor of his intention to cancel the Agreement in a period of 10 days starting from the delivery of the Licensed Materials by the Licensor.  The Licensee will be refunded of the full amount of this purchase for the current term.

  4. Notice of Price Increases. In case of price increase, Licensor shall provide Licensee with a price list for all Licensed Materials no less than fifteen (15) days prior to the end of the current term.

  5. Renewal. This Agreement shall be tacitly renewed at the end of the current term for a successive (1) year term unless either party gives written notice of its intention to cancel thirty (30) days before expiration of the current term. In the event of a price increase for a subsequent term, Licensee shall have no less than thirty (30) days from the date of notification of the price increase to notify Licensor of Licensee’s intent to cancel or renegotiate.

  6. Termination for Breach. If either party believes that the other has materially breached any obligations under this Agreement, such party shall notify the other party of the alleged breach in writing. If a material breach has occurred, the breaching party shall have thirty (30) days from the receipt of notice to use all reasonable means to cure the alleged breach and to notify the non-breaching party in writing that cure has been effected. If the breach is not cured within thirty (30) days, the non-breaching party shall have the right to terminate the Agreement without further notice. Once this Agreement ends, by early termination or otherwise, the Licensor may terminate (or cause termination of) access to the Licensed Materials by Licensee and Authorized Users.

  7. Refunds. In the event of early termination, except for termination for a material breach by the Licensee, Licensee shall be entitled to a refund of any fees or pro-rata portion thereof paid by Licensee for any remaining period of the Agreement. If the Licensee was not able to install the Licensed Materials on the computer(s) he intended it for, the Licensor will refund him within thirty (30) days from the date he was notified of the failure to install the Licensed Material. However, as payment transactions can generate fees for the Licensor, the Licensor reserves the right to deduct the amount of such fees from the refund, provided the failure resulted from the Licensee not respecting the Compatibility Requirements he had previously been made aware of.

 

3.AUTHORIZED USERS AND USES

  1. Authorized Users. The Licensor and Licensee define “Authorized Users” as the following:

    1. The Licensee himself, or the Licensee’s full-time and part-time employees (including interns, apprentice, staff and independent contractors), regardless of their physical location;

    2. Other valid ID holders;

    3. Patrons not affiliated with Licensee, who are physically present at Licensee’s site(s) (“Walk-ins”).

  2. Authorized Uses. The Licensee and Authorized Users may access or use the Licensed Materials for the following purposes:

    1. Usage Rights. Licensee and Authorized Users may electronically transform, display, download, digitally copy, and print a reasonable portion of the Licensed Materials for their own Works.

    2. Training. Licensee and Authorized Users may extract and use excerpts from the Licensed Materials for training and other educational purposes, including extraction and manipulation for the purpose of illustration, explanation, example, comment, criticism and analysis.

    3. Sharing. Authorized Users may transmit to a third party colleague or client, in paper or electronically, reasonable amounts of the Licensed Materials for personal uses, or as a part of their own Works, but in no case for resale.

    4. Citations. For the avoidance of doubt, Licensee and Authorized Users may use citations and abstract information in their systems, institutional web pages or documents.

    5. Caching. Licensee and Authorized Users may make such local digital copies of the Licensed Materials as are necessary to ensure efficient use by Authorized Users’ appropriate browsers or other software. For the avoidance of doubt, the cached copy is not a derivative work.

  3. Authors’ Own Works. Notwithstanding any terms or conditions to the contrary in any author agreement between authors and Licensor, authors who are Authorized Users of Licensee (“Authors”), whose work (“Work”) is accepted for publication by Licensor during the Term, shall retain the non-exclusive, irrevocable, worldwide, royalty-free right to use their Work for personal or professional purposes, including self-archiving or depositing the Work in institutional, subject-based, national, or other open repositories or archives (including the author’s own web pages or departmental servers), and to comply with all grant or institutional requirements associated with the Work. For the avoidance of doubt, it is the intent of the parties to this License Agreement that Licensee’s Authors are third party beneficiaries of this provision of the Agreement. Nothing in this section shall eliminate or limit any other rights that Licensee or any Author may have to deposit, host, or make available the Work published by Licensor.

4.DELIVERY AND ACCESS

  1. Delivery. Licensor will provide or otherwise make available the Licensed Materials to the Licensee through telecommunications, network, or web-based connections between one or more of Licensor’s physical, online, or virtual locations, and one or more of Licensee’s authorized physical, online, or virtual locations. Licensor will use reasonable efforts to ensure that the Licensed Materials are accessible and inter-operable with Licensee existing systems, provided it meets those compatibility requirements:

    1. Operating Software: Windows 7, Windows 8, Windows 8.1 or Windows 10

    2. Microsoft Office version 2007, 2010, 2013 or 2016

  2. Restrictions. Licensor and Licensee agree to the following use and access restrictions on the Licensed Materials:

    1. Unauthorized Use. Except as specifically provided elsewhere in this Agreement, Licensee shall not knowingly or intentionally permit anyone other than Authorized Users to use the Licensed Materials.

    2. Modification of Licensed Materials. Licensee shall not modify or create a derivative work of the Licensed Materials without the Licensor’s express, prior, and written permission, unless the Licensed Materials is by nature or explicitly provided for modification.

    3. Removal of Copyright or Trademark Notice. Licensee may not remove, obscure or modify any valid copyright or trademark notices included in the Licensed Materials.

    4. Commercial Purposes. Other than as specifically permitted in this Agreement, Licensee may not use the Licensed Materials for commercial purposes. This restriction expressly prohibits the Licensee from selling Licensed Materials.

 

5.PERFORMANCE OBLIGATIONS

  1. Licensor Performance Obligations. The Licensor will use reasonable efforts to ensure that its performance will meet or exceed industry standards and practices. Additionally, the Licensor agrees to the following performance standards:

    1. Availability of Licensed Materials. The Licensor will make the Licensed Materials available to the Licensee and Authorized Users within 7 working days of the Effective date.

    2. Online Terms and Conditions. In the event that Licensor requires Authorized Users to agree to additional terms relating to the use of the Licensed Materials (commonly referred to as "click-through" or "clickwrap" licenses), or otherwise attempts to impose terms on Authorized Users through online terms and conditions invoked by the mere use or viewing of the Licensed Materials, such terms shall not materially differ from the provisions of this Agreement. In the event of any conflict between the click-through terms or online terms and conditions and this Agreement, the terms of this Agreement shall prevail. For the avoidance of doubt, Authorized Users are not a party to this Agreement.

    3. Documentation. Licensor will provide full, complete, and up-to-date help and operational documentation for Licensee and Authorized Users in an electronic format. Additionally, Licensor will make this documentation available in a manner that does not require Authorized Users to log in, use, or otherwise access the Licensed Materials.

    4. Support. Licensor will provide activation and installation support, including assisting Licensee and Authorized Users with the implementation of any Licensor software. Licensor will offer reasonable levels of continuing support to assist Licensee and Authorized Users in use of the Licensed Materials. Licensor will make its personnel available by email during Licensor’s regular business hours, Monday – Friday, for feedback, problem-solving, or general questions and will respond in a timely manner.

    5. Updates. Licensor will provide regular system and project updates to Licensee as they become available. Updates might be installed without Licensee’s express consent.

    6. Quality of Service. Licensor shall use reasonable efforts to provide continuous service with an average of 95% up-time per month. This 95% up-time includes software installation or testing; loading or making available additional Licensed Materials as they become available; and unavailability because of service or equipment failure outside the Licensor’s control (including problems with public or private telecommunications services, or Internet nodes or facilities). Licensor may schedule brief unavailability periods, but will do so only where (1) it has given at least forty-eight (48) hour notice to Licensee, and (2) in ways and at times that minimize inconvenience to Licensee and its Authorized Users, regardless of when notice has been given.

    7. Problems with Licensed Materials. If the Licensed Materials fail to operate, display, load, or render in conformance with the terms of this Agreement, Licensee shall immediately notify Licensor, and Licensor shall promptly use best efforts to restore access to the Licensed Materials as soon as possible. In the event that the non-conformity materially affects the Licensee’s or Authorized Users’ use of the Licensed Materials, and Licensor fails to repair the nonconformity within fifteen (15) business days, Licensor shall reimburse Licensee for such problems in an amount that is a prorata temporis of the total fees Licensor owes.

    8. Transfer or Acquisition of Titles. If any portion of the Licensed Materials is transferred to or acquired from another party, Licensor shall use best efforts to ensure that Licensee does not lose access to content subject to this Agreement as a result of the transfer or acquisition. Any archival and perpetual access rights that have been granted shall be honored, whether the Licensor is acting as the transferring or acquiring party. If Licensor is transferring any portion of the Licensed Materials to another party, Licensor will use best efforts to assign all rights and obligations to the assignee. If Licensor is acquiring works that become subject to this Agreement, Licensor will use best efforts to acquire the rights to perform under this Agreement, including but not limited to perpetual access rights.

    9. Notification of Modifications of Licensed Materials. From time to time, Licensor may add, change, or modify portions of the Licensed Materials, or migrate the Licensed Materials to other formats. When such changes, modifications, or migrations occur, the Licensor shall give notice of any such changes to Licensee as soon as is practicable, but in no event less than thirty (30) days in advance of modification. If any of the changes, modifications, or migrations renders the Licensed Materials substantially less useful to the Licensee or its Authorized Users, the Licensee may seek to terminate this Agreement for breach.

    10. Withdrawal of Licensed Materials. Licensor reserves the right to withdraw from the Licensed Materials any item or part of an item for which it no longer retains the right to publish, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable.

    11. Notice of the Use of Digital Rights Management Technology. In the event that Licensor utilizes or implements any type of digital rights management (DRM) technology to control access to or usage of the Licensed Materials, Licensor will provide to Licensee a description of the technical specifications of the DRM and how it impacts access to or usage of the Licensed Materials. If the use of DRM renders the Licensed Materials substantially less useful to the Licensee or its Authorized Users, the Licensee may seek to terminate this Agreement for breach.

  2. Licensee Performance Obligations. The Licensee agrees to the following performance standards.

    1. License Terms Notice. Licensee will use reasonable efforts to provide Authorized Users with appropriate notice of the terms and conditions under which access to the Licensed Materials is granted under this Agreement.

    2. Protection from Unauthorized Use. Licensee will use reasonable efforts to restrict access to the Licensed Materials to Authorized Users.

    3. Mutual Performance Obligations. In addition to their respective, specific performance obligations, the Licensor and Licensee agree to be bound by the following performance standards. In the event the Licensee has notice of an unauthorized use of the Licensed Materials and cannot promptly remedy it, the Licensee shall immediately notify the Licensor. In the event the Licensor has notice of unauthorized use of the Licensed Materials, the Licensor will immediately notify Licensee, and Licensee will cooperate with the Licensor to address the unauthorized use and avoid a recurrence.

 

6.DATA PRIVACY POLICY

  1. Documents of Authorized Users. By design of the Licensed Material, the Licensor does not have access to any document of Authorized Users.  If the Licensor were to acquire knowledge or to be in possession of the content of documents from Authorized Users, the Licensor shall treat them with the appropriate level of confidentiality.

  2. Diagnostic and usage data. You agree that the Licensor and its subsidiaries and agents may collect, maintain, process and use diagnostic, technical, usage and related information, including but not limited to information about your computer, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to you (if any) related to the Licensed Materials, and to verify compliance with the terms of this license.

  3. Personal Data.

    1. Confidentiality. The Licensor agrees that no personal data, including but not limited to log-ins recorded in system logs, IP addresses of patrons accessing the system, saved searches, usernames and passwords, will be shared with third parties, except in response to a subpoena, court order, or other legal requirement including book-keeping.

    2. Exception for license management. Licensee agrees that the Licensor may share personal data such as email address with other persons in the Licensee’s organization for license management purpose.

    3. Data collection for license management. The Licensee agrees that the Licensor may collect on his systems or files personal data for license management purpose. This data can include email, computer identification number, date of activation of the Licensed Material, software version and data of last usage of the software.

    4. Data collection for book-keeping. If payment is made or due by the Licensee to the Licensor, the Licensee agrees that the Licensor may collect on his systems or files personal data for book-keeping purpose. This data can include email, name, organization, address, tax ID, number and price of licenses, dates of invoices and payments, etc.

    5. Notification of breach of confidentiality. In the event that the Licensor becomes aware of a breach that may have compromised the confidentiality of personal data, the Licensor shall notify Licensee and Authorized Users immediately and no longer than 72h after detection the affected individuals and the services of the French Commission Nationale Informatique et Libertés (CNIL). This notification shall include the number of persons affected, the nature of data, the possible consequences, the name and contact of the Data Protection Officer and the measures taken by the Licensor to address the breach.

    6. Right to be forgotten. The Licensor will delete any personal data collected after 3 years of inactivity. Inactivity will be considered in light of the date of the last time the Licensed Material were used on the computer of the Licensee.

    7. Right to access, rectify or withdraw consent of use of personal data. Licensee has the right to request at any time to access his personal data collected by the Licensor and to rectify it. Licensee has also the right to withdraw consent of use of his personal data and may request that his personal data be deleted from all systems and files of the Licensor. To access, rectify or withdraw consent of use of personal data, the Licensee may express his demand in written by use of mail or electronic mail. This right may suffer exceptions in response to a subpoena, court order, or other legal requirement including book-keeping and other legitimate uses.

  4. Reference. Licensee and Licensor grant each other the right to use each other’s company name as reference

  5. Claims. If you have any question or claim about your right to data privacy, please contact our Data Privacy Officer at olivier@powerusersoftware.com. You can also reach your data protection authority for information or claims about your privacy rights.

 

7.DISPUTE RESOLUTION

  1. Dispute Resolution. In the event of any dispute or controversy arising out of or relating to this Agreement, the parties agree to exercise their best efforts to resolve the dispute as soon as possible. The parties shall, without delay, continue to perform their respective obligations under this Agreement that are not affected by the dispute.

  2. Governing Law. This Agreement shall be interpreted and construed according to, and governed by, the laws of France, without regard to its conflict of laws rules. The state courts located in France shall have jurisdiction to hear any dispute under this Agreement. This provision survives expiration or termination of the Agreement.

  3. Force Majeure. Neither party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control, including Acts of God, Government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections, labor strikes, and/or any other cause beyond the reasonable control of the party whose performance is affected.

 

8.WARRANTIES AND INDEMNIFICATION

  1. Warranties. The Licensor warrants it has all necessary legal and equitable rights, permissions, and clearances to license the Licensed Materials to the Licensee for the purposes outlined in this Agreement, and that use of the Licensed Materials by Authorized Users in accordance with the terms of this Agreement shall not infringe the copyright or other rights of any third party. Licensor shall indemnify and hold harmless the Licensee and any Authorized Users for any losses, claims, damages, awards, penalties, or injuries they incur (including reasonable attorney’s fees) which arise from any third party claim that alleges contract breach, copyright infringement, or other intellectual property infringement arising from the Licensee’s or an Authorized User’s use of or access to the Licensed Materials in accordance with the terms of this Agreement. Additionally, Licensor agrees that no liability limitation that may appear elsewhere in this Agreement applies to, overrides, or cancels this indemnification.

  2. Warranty Disclaimers. Notwithstanding anything else in this Agreement, neither party shall be liable for any indirect, special, incidental, punitive, or consequential damages, including loss of data, business interruption, or loss of profits that arises from the use of the Licensed Materials, or inability to use the Licensed Materials. Except for the express warranties stated elsewhere in this Agreement, Licensor disclaims any and all other warranties, conditions, or representations (express, implied, oral, or written), relating to the Licensed Materials or any part thereof, including, without limitation, any and all implied warranties of quality, performance, merchantability, or fitness for a particular purpose.

  3. Indemnities. Licensor shall indemnify and hold harmless the Licensee for any losses, claims, damages, awards, penalties, or injuries that arise from any alleged breach of the Licensor’s representations and warranties made under this Agreement. This indemnity shall survive the termination of this Agreement.

 

9.MISCELLANEOUS PROVISIONS

  1. Entire Agreement. This Agreement constitutes the entire agreement of the parties and supersedes all prior communications, understandings, and agreements relating to the subject matter hereof, whether oral or written.

  2. Amendment. No modification or claimed waiver of any provision of this Agreement shall be valid except by written amendment signed by authorized representatives of Licensor and Licensee.

  3. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable, or in conflict with the law of any jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

  4. Waiver of Contractual Right. Waiver of any provision herein shall not be deemed a waiver of any other provision herein, nor shall waiver of any breach of this Agreement be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement.

  5. Notices. All notices given pursuant to this Agreement shall be sent to the person who is the signatory to the Agreement.

  6. Survivability. Sections GRANT OF LICENSE, AUTHORIZED USERS AND USERS, DATA PRIVACY POLICY, DISPUTE RESOLUTION, and WARRANTIES INDEMNIFICATION shall survive the expiration or termination of the Agreement.

 

10.EFFECTIVE DATE

This agreement applies as of the Effective Date, which is defined as the date at which the Licensed Material is made available by the Licensor to the Licensee.

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