General Terms and Conditions

ARTICLE 1 – DEFINITIONS

The following terms must be understood in the sense defined below:

CUSTOMER: Legal or Physical entity acquiring GALIGEO SOFTWARE

GALIGEO: Client’s contractor.

ORDER: Document (Commercial Proposal, Quotation, Purchase Order, …) describing the supplies sold by GALIGEO to Customer and governed by these General Terms of Sale (GTS).
General Terms of Sale. The set of documents formed by this document and annexes.

GALIGEO SOFTWARE: Hereinafter SOFTWARE (S) of which GALIGEO is the author as well as all of its documentation containing the procedures of implementation, administration and use instructions. The use rights of the SOFTWARE by Customer are described in Appendix A of GTS.

THIRD-PARTY SOFTWARE: Computer programs of which the author is a third party. These include, and are not limited to operating system software, backup, database management (BI, CRM, cloud, GIS, …), antivirus and applications.

SERVICES: For some functions of its SOFTWARE, GALIGEO may use Services or information provided by GALIGEO or Third Parties. For example:

Geocoding services
Isochronie and iso-distance services
Location-based services
Data supply services (Data mobility, mapping Data, …)

TECHNICAL PRE-REQUISITES: List of hardware, environments, data, Third Party Software and devices recommended by GALIGEO to be implemented by the Customer prior to the use of SOFTWARE.

CONSULTING: Assistance services requested from GALIGEO

SUPPORT: Consulting, support and maintenance services provided by GALIGEO described in Appendix B of these GTS.

USERS: Designates, for the purposes of granting the right to use the SOFTWARE, a natural person authorized by the Customer or a logical or physical system.

These definitions are in capital letters and read in singular and plural.

ARTICLE 2 – INTRODUCTION

2 .1. The SOFTWARE offered by GALIGEO are standard products designed to meet the needs of the greatest number of users.

2 .2. It is the responsibility of the Customer to ensure that SOFTWARE meets its needs and constraints. For this purpose, it is up to Customer, prior to the acceptance of these GTS, to ask GALIGEO for the information necessary for their implementation, in particular in the form of documentation, presentation or demonstration. Otherwise, the Customer acknowledges having been sufficiently informed about the features, characteristics and constraints of SOFTWARE.

2 .3. In any case, no document written by CUSTOMER (Specifications, Expression of needs, …) can be taken into account by GALIGEO within the framework of these GTS. The development of adaptations of GALIGEO SOFTWARE to the needs expressed by Customer can be made by GALIGEO only within the framework of a specific contract not governed by the present GTS, and proposed as an option.

2 .4. Implementation services, configuration and training offered by GALIGEO are necessary for the proper use of the SOFTWARE. Therefore, it is up to Customer, with respect to its needs, to assess the suitability of calling upon these services.

2 .5. The Customer must comply with the Technical Prerequisites recommended by GALIGEO. It is up to Customer to ensure the evolution of its hardware and software in accordance with the evolution of the Technical Prerequisites.

2 .6. These GTS govern both the right of use of SOFTWARE by perpetual acquisition or by subscription.

ARTICLE 3 – CONTRACTUAL DOCUMENTS AND EVIDENCE AGREEMENT

3.1. These GTS are formed by this document and its annexes, in paper or PDF form, and the ORDER referring to these GTS, which prevail over any other contractual document.

3.2. Customer acknowledges having read these GTS and accept them unconditionally.

3.3. The acceptance of the ORDER by CUSTOMER implies acceptance of these GTS.

3.4. For the purposes of the acceptance of these GTS remotely, Customer acknowledges and agrees that the scanned GTS bearing the signature of one of its representatives or employees, received GALIGEO, have the value of written evidence and may be validly opposed to him by GALIGEO.

3.5. The acceptance of these GTS by electronic means, between the Parties, has the same probative value as the paper agreement. Records stored in computer systems will be kept in reasonable conditions of security and considered as proof of communications intervened between the Parties. The archiving of the contractual documents is done on a reliable and durable support that can be produced as evidence.

3.6. Emission of a PURCHASE ORDER, signature of a QUOTE (ORDER) or simple payment of the said QUOTE (ORDER) is also recognize by CUSTOMER as an immediate and without reservation, acceptation of the present GTS as it is publicly published on our website, accessible at www.galigeo.com/en/GTS.

3.7. Any modification or alteration carried by the Customer on the pre-printed part of a contractual document must be confirmed in writing by GALIGEO. Otherwise, the modification or alteration is deemed null and void.

ARTICLE 4 – OBJECT

The purpose of these general conditions of sale is to define the terms and conditions by which GALIGEO undertakes to provide Customer with SOFTWARE and SERVICES.

ARTICLE 5 – GRANT OF RIGHTS TO USE OF SOFTWARE

5.1. Any Software provided hereunder remains the property of GALIGEO or its publisher. Therefore, on the basis of these GTS, GALIGEO grants CUSTOMER the right to a personal, non-exclusive, non-assignable and non-transferable SOFTWARE as described in ORDER.

5.2. This concession is granted to CUSTOMER in return for the payment of a fixed fee or a subscription as stipulated in ORDER.

5.3. With regard to GALIGEO SOFTWARE and THIRD-PARTY SOFTWARE, the duration of the concession will be equal to that of the protection of the SOFTWARE under the copyright, within the contractual and use limits defined in these GTS.

5.4. Unless otherwise stated, the rights to use the GALIGEO SOFTWARE are granted to Customer according to work units expressed in Named Users or quantities in the form of thresholds or ceilings, these elements being specified in ORDER. Any modification of the work units is subject to the written approval by GALIGEO and, where appropriate, the payment of a supplementary fee at on-going rates.

5.5. GALIGEO reserves itself the exclusive right to correct any anomalies of GALIGEO SOFTWARE.

5.6. The SOFTWARE license assigned to CUSTOMER is identified in ORDER.

5.7. Technical measures for protecting GALIGEO SOFTWARE

GALIGEO reserves itself the right to integrate a security mechanism into GALIGEO SOFTWARE to monitor its use and to verify that Customer is in compliance with the terms of GTS. Such a security mechanism records logs relating to the use of GALIGEO SOFTWARE and the number of copies made of it. GALIGEO reserves itself the right to use a locking system and/or a license authorization key to control access to the GALIGEO SOFTWARE. The Customer is not authorized to attempt to avoid or frustrate such measures. The use of the GALIGEO SOFTWARE without the locking system or the authorization key is prohibited. Customer authorizes GALIGEO to check at any time and with or without notification the records of the security mechanism put in place to check the usage rate of the GALIGEO SOFTWARE.

5.8. Audit

GALIGEO may conduct an on-site audit once a year to verify the proper use of the licenses and to verify whether if CUSTOMER is complying with the terms of these GTS. In order to determine the appropriateness of such an audit, the Customer authorizes GALIGEO to collect all relevant information via the use of tracking tools or security mechanisms inserted in GALIGEO SOFTWARE.
GALIGEO notifies the Client in writing of its intention to proceed with an audit subject to a minimum notice period of fifteen (15) days.
GALIGEO will notify this in writing:

The identity of the selected audit structure, when it is an auditor external to GALIGEO;
The SOFTWARE and SERVICES and licenses concerned by this audit.

The Customer undertakes to cooperate with this audit, in particular by giving GALIGEO access to all relevant information. It is expressly agreed that any costs incurred by CUSTOMER for this collaboration is at no charge to GALIGEO.
The results of the audit will be formalized in a report prepared by GALIGEO, sent to CUSTOMER for observations. In case of dispute, the parties undertake to try to find an amicable solution before any legal action. This audit report will make reference to the necessary regulations.
In the event that the on-site audit reveals a use greater than the acquired rights, the additional fees will be billed to Customer, as well as the audit costs incurred by GALIGEO. In addition, if the Customer uses a function or option for which it has not acquired rights, GALIGEO will then charge the additional fees in accordance with the tariff in force. Customer agrees to pay within thirty (30) days from the date of issue of the invoice. In the absence of payment adjustments within the aforementioned deadlines, GALIGEO shall be entitled to lawfully terminate present contract and to institute any legal proceedings.
The Customer’s information collected during the audit operations will be considered as confidential information within the meaning of the article “Confidentiality ” herein and may only be used for the purposes of the audit and any adjustments required and/or in case of legal proceedings.

ARTICLE 6 – DELIVERY, INSTALLATION AND WARRANTY

6.1 The SOFTWARE is delivered in the form of object code, either on physical media, or by downloading or providing access (Username / Password) for SOFTWARE in SaaS/Cloud mode. The Customer will proceed under its sole responsibility to the installation and administration of SOFTWARE and SERVICES, unless CONSULTING services are in ORDER.

6.2 Customer undertakes to accept at the first delivery, whatever its form, the SOFTWARE and SERVICES ordered to the extent they comply with the ORDER and their documentation. Any refusal of delivery, must, to be taken into account, be brought to the attention of the headquarters of GALIGEO by registered mail duly motivated, within forty-eight (48) hours from the delivery. In the case of non-expressed refusal of delivery in the required form and time and/or unmotivated, Customer will be deemed to have broken unilaterally and wrongfully the GTS and consequently GALIGEO may claim total payment of ORDER.

6.3 Unless otherwise agreed, SOFTWARE will be delivered to the address specified in the “Customer Name and Location” section designated in ORDER.

6.4 All other guarantees than those expressed in this present GTS are expressly excluded.

ARTICLE 7 – RESERVATION OF PROPERTY

7.1. GALIGEO transfers the right of use of SOFTWARE and SERVICES to CUSTOMER upon full payment of price stipulated in ORDER.

7.2. Customer will assume all risks of loss, damage, destruction, liability or damage of any kind on the delivered goods and it will be its responsibility to engage, in case of disaster, insurance indemnities from the date of delivery, until their full payment. The insurance policies must stipulate that the subscriber acts both on his behalf and on behalf of the owner and ensure the payment of any indemnity in his hands.

ARTICLE 8 – DATA PROTECTION

8.1. CUSTOMER is solely responsible for safeguarding the data that it processes or retains and acknowledges that it is responsible for:
• Backups of its data at a frequency adapted to its regular activities;
• Check at least once a week the contents of the backups made;
• Use adequate backup media that are in good condition and free of contamination.

8.2. Prior to any technical operation by GALIGEO, CUSTOMER undertakes to backup its data.
The breach of this prerequisite would be solely the fault of the CLIENT, and no loss of data resulting from the absence of a backup before an operation can be attributed to GALIGEO.

8.3. Customer must take all necessary measures for the protection of its information system and in particular with regards to the protection against viruses, worms and other hostile intrusion processes.

8.4. Any operation of restoration or reconstitution of data, programs or files lost or deteriorated are not covered by these GTS.

ARTICLE 9 – MODIFICATION OF INSTALLATION

Customer acknowledges that any modification of the installation or its environment will be under its responsibility, except if GALIGEO itself makes these changes during a billable assignment (Service) at the rate in effect on the date of its execution.

ARTICLE 10 – LIMIT OF USE OF SERVICES

The GALIGEO SOFTWARE SERVICES integrate a minimum:
Services of iso-distance:

1,000 iso-distance transactions per year and per CUSTOMER are included
Beyond, additional packages of 10,000 transactions must be acquired by Customer

Geocoding Services (only included in the Galigeo for Salesforce Product):

1,000 geocoding transactions per year and per Customer are included.
Beyond, additional packages of 10,000 geocoding must be acquired by Customer

Potential other limits might apply but would be noted in the ORDER.

As soon as the indicated thresholds are exceeded, GALIGEO reserves itself the right to invoice such SERVICES at the on-going rates.

ARTICLE 11 – SOFTWARE DEVELOPMENTS

Customer is informed that legislative changes may, at any time, make the functionality of the SOFTWARE unsuitable.
GALIGEO, to the extent that an ORDER commits it to it and under the conditions provided by it, will provide a SOFTWARE update that complies with the new legal provisions, provided that such adaptations or evolutions do not require rewriting of a substantial part of the existing SOFTWARE. Customer is also informed that changes in technology and customer demand may cause GALIGEO to perform updates of SOFTWARE and SERVICES. As a result, all or part of the Customer’s environments, in their initial configuration, may not support an update of the updated SOFTWARE, THIRD-PARTY SOFTWARE and SERVICES. GALIGEO cannot be held responsible for such event.

ARTICLE 12 – RULES GOVERNING CONSULTING

Installation, configuration, assistance and training services are to be consumed within twelve (12) months of the date of ORDER. GALIGEO will invoice the said CONSULTING at the end of the month of their delivery and, for the unused balance, at the end of the (twelve) 12 months.

ARTICLE 13 – FINANCIAL CONDITIONS

13.1. Price.
The prices of the items ordered are indicated in Euros or in Dollars and is clearly shown on the ORDER.

13.2. Billing and payment of GALIGEO SOFTWARE and SERVICES
The billing of the SOFTWARE and SERVICES is made upon delivery.
GALIGEO invoices shall be paid by CUSTOMER within 30 days of invoice date.

13.3. Billing and payment of the CONSULTING
Within the limits of Article 12, the billing of CONSULTING will be effective as soon as they are completed.
The invoices of GALIGEO will be paid by Customer within 30 days of invoice.
Specific cases of “Training” and “Coaching”:
The payment of Training and/or Coaching Services must take place before the scheduled date of the said CONSULTING. In the event that GALIGEO agrees to organize CONSULTING within a period that does not allow prior payment, invoicing will be immediate and the payment period reduced to the date of issue of the invoices.

13.4. Billing and payment of Support
The invoicing of the Support, will be annual and paid in advance of the period upon delivery of GALIGEO SOFTWARE. GALIGEO invoices shall be paid by Customer without discount by check or wire transfer within 30 days of invoice date.
If at some point the maintenance gets suspended due to the CUSTOMER (and or its subcontractors), or if the delay to obtain payment goes above the renewal date, the contract will be declared void and GALIGEO reserves the right to refuse to renew the maintenance contract at a later date for the same rate and is entitled to propose a new contract.

13.5. After the due date of invoice, a penalty for late payment is invoiced on the basis of three (3) times the legal interest rate and will be payable to GALIGEO without a reminder being necessary.

13.6. CUSTOMER will also be automatically liable for a lump sum compensation for at least one hundred (100) euros (€) for collection costs incurred by GALIGEO. If necessary, when these costs exceed the amount of this indemnity, GALIGEO may claim additional compensation from the CUSTOMER, upon presentation of the supporting documents specifying the work performed. These indemnities will not be applied in cases where CUSOMER justifies that it is subject of a reorganization or liquidation procedure.

13.7. GALIGEO reserves itself the right, fifteen (15) days after the sending of the formal notice to pay, to suspend the SERVICES and the use of GALIGEO SOFTWARE and or it MAINTENANCE contract, until full payment of the sums and, where applicable, to terminate, with immediate effect, the contract. All unpaid fees, following a bank rejection of a payment from CUSTOMER, will remain at the financial expense of the latter.

13.8. In the case of sale made through a third party, the obligations listed here, are to be applied to the reseller. It is up to the said third party to reflect those obligations onto the end customer(s).
This is particularly true in the case of royalties and subscription: if a contract is up for renewal, the reseller should denounce the contract sixty (60) days prior to the renewal or he will be entitled to paying the full amount even though the end customer might decide not to pay the third party.

13.9. In the case of ongoing contract with recurrent payment, either subscription or royalties or maintenance & support; the prices will be automatically updated by five (5) percent yearly.
To negotiate a discount on this, our sales team are at your disposal to discuss pluri-annual contract to set the prices for a whole period.

ARTICLE 14 – Privacy Policy (standard GDPR)

Nature of collected data

As part of its use, SOFTWARE may collect the following data concerning its Users: Connection data (name, IP addresses, event logs, …). This data is stored in CUSTOMER’s database.

Communication of personal data to third parties

These data are not communicated to third parties and remain in Customer’s database without GALIGEO having access. CUSTOMER is however informed that they may be disclosed pursuant to a law, regulation or by a decision of a competent regulatory or judicial authority.

Prior information for communication of personal data to third parties in case of merger/absorption

In the event GALIGEO takes part in a merger, acquisition or any other form of asset transfer, GALIGEO undertakes to guarantee the confidentiality of personal data and to inform CUSTOMER before data are transferred or subject to new rules of confidentiality.

Purpose of reuse of collected personal data

GALIGEO may be required to use aggregated information for monitoring requirements, administration or support of SOFTWARE (information relating to users or groups, or specific categories of users).

Using SERVICES

Some functions use the SOFTWARE SERVICES to provide the expected functions. The associated data are stored in CUSTOMER ‘s databases and GALIGEO is not allowed to access them unless explicitly requested by the Galigeo Support team to CUSTOMER. CUSTOMER may be required to use personal data in connection with the use of SERVICES. In accordance with the right of opposition provided by French Law No. 78-17 of 6 January 1978 relating to data, files and freedoms, the CUSTOMER has the possibility to disable the use of the SERVICES.

Cookies

The SOFTWARE does not collect Cookies.

Retention of technical data

Technical data necessary for Support are kept for the period strictly necessary for the achievement of Support purposes.

Retention period for personal data and anonymization

In the exceptional case where GALIGEO has to have access to personal data, GALIGEO will retain for the period strictly necessary for the accomplishment of required purposes, in particular Support. Beyond this period, data will be anonymized and kept for exclusively statistical purposes and will not give rise to any exploitation of any kind whatsoever.

Deleting the account

CUSTOMER may delete its User Account at any time through the Account deletion menu present in the SOFTWARE or THIRD-PARTY SOFTWARE settings.

CUSTOMER information in case of security breach

In the event that GALIGEO would become aware of an illegal access to personal data concerning the data stored by CUSTOMER in its or our servers or those of our service providers, or unauthorized access resulting in the recognition of the risks identified above, GALIGEO undertakes to:

- Notify the incident to CUSTOMER as soon as possible;
- Examine the causes of the incident and inform CUSTOMER;
- Take the necessary measures within the limits of reasonable in order to lessen the negative effects and prejudices that may result from this incident.

Limitation of liability

In any case, the commitments defined in the above point relating to the notification in the event of a security breach cannot be assimilated to any acknowledgment of fault or responsibility for the occurrence of the incident in question.

Transfer of personal data

GALIGEO undertakes not to transfer personal data.

ARTICLE 15 – CUSTOMER COLLABORATION

For the good execution of the present GTS, CUSTOMER makes all reasonable efforts to collaborate actively, regularly and in good faith with GALIGEO. Thus, it will be up to CUSTOMER to provide GALIGEO with all necessary information and make known to GALIGEO all the difficulties that it may be aware of or, that given its knowledge of its field of activity, allows it to foresee, while GALIGEO executes the ORDER. In addition, CUSTOMER undertakes to maintain in place sufficiently competent, qualified and trained Users throughout the execution period of these GTS.

ARTICLE 16 – RESPONSIBILITIES

16.1 Given the state of the art used in its profession, GALIGEO, which undertakes to take all possible care to fulfill its obligations, is only subject to an obligation of means.

16.2 SOFTWARE and SERVICES under these GTS will be used by CUSTOMER under its sole control, direction and responsibility. During the eventual actions of GALIGEO, CUSTOMER remains responsible for the use of SOFTWARE and SERVICES, and consequently, GALIGEO cannot be declared responsible for their deterioration or destruction, either total or partial. Therefore, the following is the responsibility of CUSTOMER:

The choice and acquisition, prior or future, from third parties of hardware, Software intended to be used with SOFTWARE and SERVICES.
Their possible incompatibilities with the SOFTWARE and SERVICES and the malfunctions and disturbances resulting from it cannot engage the responsibility of GALIGEO.
Project management of its IT integration in case of multiplicity of suppliers chosen by CUSTOMER
Compliance with Pre-Required Skills (present and future) to avoid harmful consequences such as slowdowns, blockages, alterations of data;
All consequences, in SOFTWARE and SERVICES resulting from modifications decided and / or performed by Customer, its installation or its environment.

16.3 The Customer is informed that GALIGEO is not responsible for the quality, availability and reliability of telecommunications networks, whatever their nature, in case of data transport or access to Internet.

16 .4. In the event that GALIGEO’s liability is incurred, compensation for all causes, principal, interest and costs, will be limited to the direct and foreseeable damage suffered by the Client without being able to exceed the sums paid by the latter, during the twelve (12) preceding months, in return for the deliverables (SOFTWARE, SERVICES) or the CONSULTING that caused GALIGEO to be held liable .

16 .5. In no event shall GALIGEO be liable to CUSTOMER or to third parties for any unforeseeable damage or indirect damage such as operating loss, loss of profit or image or any other financial loss resulting from CUSTOMER ‘s use of or inability to use SOFTWARE or from a failure in the provision of the Services as well as any loss or deterioration of information for which GALIGEO cannot be held for responsible. Any damage suffered by a third party is indirect damage and therefore does not give rise to compensation.

ARTICLE 17 – FORCE MAJEURE

The responsibility of GALIGEO will not be engaged in case of force majeure. Expressly, will be regarded as Force Majeure, besides those usually retained by the jurisprudence of the French courts and tribunals, the total or partial strikes internal or external to GALIGEO, the blocking of means of transport for any reason whatsoever, unavailability or out-of-stock materials ordered from GALIGEO suppliers or subcontractors, the judicial liquidation of one of its suppliers or subcontractors, blocking or disruption of means of communication, such as telecommunications or postal.

ARTICLE 18 – CESSION

18 .1. The ORDER shall in no case be subject to a total or partial cession, whether in return for payment or free of charge, on the part of CUSTOMER, without the written consent from GALIGEO.

18 .2. GALIGEO reserves the right to transfer the ORDER in whole or in part without formalities. In case of transfer, the transferee institution will be substituted for GALIGEO from the date of the transfer. CUSTOMER expressly acknowledges that the transferee institution will become its co-contractor.

ARTICLE 19 – CONFIDENTIALITY

19 .1. All information exchanged between GALIGEO and CUSTOMER or which they become aware during the execution of the ORDER, regardless of their support and including SERVICES and SOFTWARE, will be treated as confidential (hereinafter the “Confidential Information”).

19 .2. Each of the parties (CUSTOMER and GALIGEO) undertakes to protect the Confidential Information and not to disclose it to third parties without the prior written consent of the other party.

19 .3. Each of the parties will be released from its confidentiality obligations with respect to all information (i) that was in the possession of that party prior to disclosure by the other party without such possession being a direct or indirect result of the disclosure by a third party, (ii) which are in the public domain on the date of acceptance of the GTS or which fall into the public domain after that date without the cause being attributable to non-compliance by that party to its obligations of confidentiality under the GTS, (iii) that have been independently developed by that party, or (iv) the disclosure of which is required by law or a competent judicial or administrative authority, or made necessary for the purposes of an action and/or legal proceeding.

19 .4. The parties undertake to respect the obligations resulting from this article during the entire execution of the ORDER as well as for five (5) years following its cessation.

ARTICLE 20 – MISCELLANEOUS

20.1. The fact that GALIGEO or the CUSTOMER does not comply with any of the obligations of the GTS cannot be subsequently interpreted as a waiver of the obligation in question.

20.2. CUSTOMER accepts that GALIGEO may, without any prior formalities, subcontract all or part of its obligations under the present, under its responsibility.

20.3. CUSTOMER accepts that GALIGEO, to correct an error, after informing it, may make any appropriate modification, provided that it does not substantially alter the proper execution of the GTS. If that were the case, the parties pledge to come together to find a solution together.

20.4. It will be up to CUSTOMER to proceed with the steps, declarations and requests for authorization provided for by the laws and regulations in force concerning the processing it performs and the data processed.

20.5. Customer authorizes GALIGEO to quote its name and/or to reproduce the latter’s logo for his own advertising within the different marketing media of GALIGEO, in whatever form or medium.

20.6. GALIGEO will be free to use the know-how acquired in the course of commercial relations or the execution of the ORDER, and perform similar services on behalf of other Clients.

20.7. Customer undertakes during the period of execution of ORDER prolonged of twelve (12) months, not to solicit, recruit or contract directly or indirectly a member of GALIGEO staff unless prior written authorization by the latter. In the event of an infraction, CUSTOMER shall immediately pay GALIGEO a lump-sum indemnity equal to the annual burdened salary of the employee who was hired. GALIGEO may also claim compensation for the loss actually suffered if it exceeds the salary costs alone.

20.8. CUSTOMER will not be able to bring any action, whatever the nature or foundation, twelve (12) months after the occurrence of the event.

ARTICLE 21 – LAW AND ATTRIBUTION OF JURISDICTION

THESE TERMS ARE SUBJECT TO FRENCH LAW AS TO THE RULES OF FORM AND CONTENT. IN CASE OF LITIGATION THE EXPRESS COMPETENCE IS ASSIGNED TO THE COURTS OF COMMERCE OF PARIS NONOBSTANT PLURALITY OF DEFENDERS OR CALL IN GUARANTEE.

Appendix A : SOFTWARE LICENSE

Perpetual or Subscription

This appendix to GTS defines the usage conditions of Galigeo’s software and accompanying documentation (the “SOFTWARE” ) for which you ( “YOU” OR “LICENSEE” ) have placed an ORDER . If you have placed ORDER with GALIGEO, GALIGEO will be considered for the purposes of this Appendix as the “LICENSOR”. If you placed ORDER with an authorized GALIGEO distributor ( “AUTHORIZED RESELLER” ), The AUTHORIZED RESELLER will be considered , for the purposes of this Appendix as the “LICENSOR”.

1. LICENSE

In consideration of the payment of the applicable royalties or subscriptions, Licensor grants You a non-exclusive and non-transferable right (the “License”) to: (i) install or access the SOFTWARE; and (ii) use and make use the Software in Your business, within the limits as set forth in the applicable ORDER.
The License should be used by the LICENSEE for the LICENSEE’s benefit and shall not be bought to be used for resell directly and/or under PDF reports (or other kind of exports) for another COMPANY.

2. LIMITATIONS

You may not: (i) reproduce, distribute, transfer or otherwise commercialize the Software in any form whatsoever; (ii) use or permit the use of the Software for the benefit of third parties, or (iii) modify, adapt, translate or create derivative works from the Software; (iv) alter or circumvent any product, key or license restrictions, or transfer or reassign a named user license or entitlement, in such a manner that enables You to exceed purchased quantities, defeat any use restrictions, or allows multiple users to share such entitlement to exceed purchased quantities.

You cannot decompile, reverse engineer or disassemble in any way the Software within the limits permitted by law.

If you include the Services and or THIRD-PARTY SOFTWARE as part of your activities with the SOFTWARE that are not sold by GALIGEO, you agree to be bound by the terms and conditions specific to those third parties.

3. INTELLECTUAL PROPERTY

GALIGEO and its Licensors (jointly the “Owners”) hold all intellectual property rights and other proprietary rights in the Software, and retain all rights not specifically granted to You hereunder. You will not alter or delete any proprietary notices or claims that may be contained in the Software. The owner(s) of the relevant Software(s) will have full rights to any copy, translation, modification, adaptation or derivative work, including any modification or other improvement or development of the Software. At the request of the Licensor, You agree to sign or obtain the signature of any document necessary for the assignment of these rights to the relevant Owner or the person designated by him, or to perform such acts on behalf of the relevant Owner.

4. INFORMATION

You acknowledge that the Software contains confidential and proprietary information developed or acquired by the Licensor and/or the Owners and that You may receive or have access to other proprietary or confidential information of the Licensor and/or Owners (hereinafter the “Information»). You agree to take all necessary steps to maintain the confidentiality of the Information, including but not limited to: (i) what you would take to protect Your own confidential information; and (ii) that the Licensor may reasonably require You to take periodically. You agree not to disclose, in whole or in part, the Information to third parties. You acknowledge that unauthorized use or disclosure of the Information may cause irreparable harm to the Licensor and/or the Owners. You will, however, have no obligation of confidentiality with respect to the Information: (i) You have independently developed Licensor Information; (ii) that You have legally obtained from a third party not bound by a confidentiality obligation, (iii) that is or has fallen into the public domain without being attributable to an action or omission of the Licensor or the Owner concerned or one of its employees, or (iv) You are compelled to disclose as part of legal proceedings before a competent court. In all these cases, You agree to notify the Licensor no later than thirty (30) days prior to the disclosure of any Information to a third party.

5. WARRANTY

GALIGEO warrants, for a period of thirty (30) days, that the Software will work essentially in accordance with the applicable user documentation. In case of breach of this warranty, your exclusive repair and the sole obligation of GALIGEO will, at the choosing of GALIGEO, be the correction or replacement of the Software, or the refund of the license fee.

6. SUPPORT

In return for your payment of maintenance and support fees or annual subscriptions, You may obtain maintenance and annual support of the Software. Support ( “Support” ) may be provided by GALIGEO or its Authorized Distributors, and includes especially (i) the provision of reasonable efforts to correct or circumvent any deficiencies that you have reported, preventing the Software from functioning substantially in accordance with the accompanying user documentation, (a) provided that reported anomaly is reproducible, and (b) it being specified that the Licensor has no obligation to provide Support for the Software in an environment other than those supported by GALIGEO, as described in its documentation; and (ii) the provision of major releases, revisions and maintenance releases of the Software ( “Updates” ). This Support does not in any way cover the supply of additional modules or new products marketed separately by the Licensor. You acknowledge that You are responsible for the installation of any Update. The payment of Support is due as soon as the Software is made available and not conditioned by its installation, configuration or even use.
The support and Maintenance contract, supports and maintains the product, meaning that any incident reported due to lack of competencies from its user and not initiated by a bug in the product, will not be part of said maintenance contract.

7. ROYALTY OR SUBSCRIPTION

7.1. In consideration of the rights granted to You herein, you agree to pay the royalties or subscriptions of use and Support in the conditions defined in the ORDER.

7.2. Royalties or subscriptions are exclusive of tax and other rights. If you were required to pay or pay taxes or duties on any payment, the amount of the payment will automatically be increased to fully offset the amount of such tax, so that the amount actually paid to the Licensor, net of all taxes, equivalent to the amount invoiced or due.

7.3. Royalties and related taxes and duties are payable in the currency specified in the applicable ORDER in full thirty (30) days of invoice date. You will incur a late interest rate equal to the lesser of one and one‑half (1½) percent per month or the maximum rate of interest permitted under applicable law, which interest will accrue from the date of receipt of the formal notice to pay that you received from Licensor.

7.4. Apart for the annual update for recurrent revenues, mentioned in article 13.9. the Licensor reserves the right to modify its rates at any time and will inform You of any changes affecting the amount of the fee or subscription required when renewing Your contract with a notice of sixty (60) days prior to the renewal date. The non‑termination of the GTS within the framework of this notice will be considered as an acceptance of the new prices in force as from the date of renewal.

8. EXCLUSION OF WARRANTY

EXCEPT FOR THE LIMITED WARRANTY SET FORTH HEREIN, GALIGEO, ITS LICENSORS AND AUTHORIZED DISTRIBUTORS DISCLAIM ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, EXPRESS OR IMPLIED ALLOWANCES, RESULTING FROM LAW, USES, OR ANY PRIOR, WRITTEN OR ORAL STATEMENT, INCLUDING WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WITH RESPECT TO THE SOFTWARE OR SERVICES PROVIDED HEREUNDER.

9. LIABILITY OF THE LICENSOR

IN NO EVENT WILL LICENSOR, ITS AUTHORIZED DISTRIBUTORS OR ITS LICENSORS OR ANY OTHER PERSON CONCERNED SHALL BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS, OR ANTICIPATED UNPREDICTABLE (INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, CUSTOMERS, USE OF MONEY OR SOFTWARE, INTERRUPTION OF USE OR ACCESS TO DATA, INTERRUPTION OF OTHER PRODUCTS OR DETERIORATION OF OTHER PROPERTY), RESULTING FROM FAILURE TO THE PROVISIONS OF THESE ANNEXES TO GTS, OR FROM NEGLIGENCE. IN ALL HYPOTHESES, THE OVERALL LIABILITY OF THE LICENSOR, ITS AUTHORIZED DISTRIBUTORS OR ITS LICENSORS OR ANY OTHER PERSON SHALL BE LIMITED TO ANNUAL AMOUNT YOU HAVE ACTUALLY PAID TO LICENSOR FOR THE PRODUCT OR SERVICE SPECIFIC TO THE ORIGIN OF DAMAGES. THE PROVISIONS OF THIS ARTICLE DO NOT APPLY TO YOU IN CASES OF IMPERATIVE PROVISIONS CONTRARY TO APPLICABLE LAW.

10. REPAIR BY GALIGEO

GALIGEO will defend you in any infringement action brought against you based on the fact that the use of the Software infringes any copyright or trade secret. GALIGEO will take care of all the damages and costs to which you would finally be condemned in the course of this action. After receiving notice of the existence or eventuality of such action against You, GALIGEO may, at its option and at its expense, (i) obtain the right for You to continue to use the Software (ii) ) modify the Software to make it non-infringing, (iii) Obtain another non-infringing software with substantially equivalent functionality or (iv) upon termination of the GTS, reimburse You the amount of user fees you paid as well as a pro rata of paid Support royalties taking into account the period during which the Software was unusable. This warranty applies only if (i) You have immediately notified the Licensor of the existence or likelihood of such action; (ii) the Licensor retains control of the action in defense and the eventual transaction; (iii) you take no action contrary to the interests of GALIGEO, the Authorized Distributors or any Owner; and (iv) You provide total assistance to GALIGEO in the defense or transaction. In addition, this warranty will not apply if the infringement could have been avoided by the installation of a Software Update or if it resulted from a modification of the Software, or the use of the Software with others products, by the Licensee or a third party.

11. RESPONSIBILITY OF LICENSEE

You agree to guarantee and indemnify GALIGEO, the Authorized Distributor, and the Owners against any damage, loss, liability or expense (including reasonable attorneys’ fees) relating to any action or claim that may be brought against you one or more of these parts and resulting from Your use or ownership of the Software.

12. DURATION

This Appendix A of the GTS takes effect from (i) the date of delivery of the Software or (ii) in the absence of delivery of the Software, the respective dates set forth in the applicable ORDER. Without precision, the right of use of the SOFTWARE will remain perpetual. The Support, will be tacitly renewed, on its due date, for new periods of one (1) year each, unless terminated early by one of the parties by registered mail with acknowledgment of receipt with sixty (60) days before the date of the next renewal.
The right to use the SOFTWARE by subscription will be tacitly renewed, on its due date, for new periods of one (1) year each, unless terminated early by one of the parties by registered mail with acknowledgment of receipt with sixty (60) days’ notice prior to the date of the next renewal.

Appendix B: Maintenance and Standard Support

1. DEFINITIONS

For the purposes hereof, each of the expressions below shall have the meaning given in its definition, namely:
i. “Latest Version”: version of SOFTWARE commercialized at the time of the request for service;
ii. “Second to last version”: version of SOFTWARE marketed by GALIGEO, before the release of the latest version;
iii. “Anomaly”: operation of SOFTWARE not in accordance with its user documentation, demonstrated by a permanent and reproducible and documented operating error;

2. OBJECT

In consideration of payment by CUSTOMER of royalties for support and maintenance or annual subscriptions (twelve (12) months), Customer has right to maintenance and to an annual support of Software («Support”).
Support may be provided by GALIGEO or its Authorized Distributors (collectively Licensors), and includes in particular:

(i) online assistance (accessible through e-mail at: support@galigeo.com) to use the Software during the Licensor’s business hours;
(ii) the provision of reasonable efforts to correct or circumvent any deficiencies reported, preventing the Software from functioning substantially in accordance with the accompanying user documentation;

a. provided the reported anomaly is reproducible, and
b. it being specified that the Licensor has no obligation to provide Support for the Software in an environment other than those supported by GALIGEO, as described in its documentation;

(iii) and the provision of major releases, revisions and maintenance releases of the Software (“Updates”).
(iv) This Support does not in any way cover the supply of additional modules or new products marketed separately by the Licensor.

CUSTOMER acknowledges that it is responsible for the installation of any Update.
The payment of Support is due as soon as the Software is made available.

3. CONTENT OF SUPPORT SERVICES

3.1 GALIGEO establishes an annual road map presenting the evolutions of its software as well as a calendar of future versions.
The LICENSEE benefits from updates of the SOFTWARE in the context of: (i) the evolutionary maintenance service entitling it, on request, to the new versions of the SOFTWARE incorporating major new functionalities and (ii) the corrective maintenance service entitling it to, on request, to new versions of the SOFTWARE incorporating the correction of some of the known GALIGEO bugs.
As part of its corrective maintenance, GALIGEO will intervene to correct any anomalies of the SOFTWARE.
The LICENSEE must notify GALIGEO of any Anomaly by email at the following coordinates:
support@galigeo.com
In case of urgent matter, and without avoiding the necessity for an e-mail, the support team can be reached by phones:
+33 (0) 1.44.06.79.44

The LICENSEE shall include in its notification, the following information, intended to document the Anomaly:

the version of the Galigeo software he is working with;
the web browser name and version he is using;
the information to reproduce the Anomaly;
the description of the occurrence context of the Anomaly;
the expected result of the SOFTWARE when the Anomaly has occurred;
the result obtained from the SOFTWARE;
the data submitted to the processing of the SOFTWARE;
the qualification of the level of gravity of the Anomaly.

As part of the consideration of an anomaly, GALIGEO will open an incident ticket in which it can request any additional information on the Anomaly, that the LICENSEE must communicate to it as soon as possible, and requalify the Anomaly justifying the reasons for this requalification.
Under the resolution of an Anomaly, GALIGEO may, at its option, tell LICENSEE how to restore the proper operation of the SOFTWARE, set up a workaround, ask LICENSEE to install an update or develop a fix.

3.2 LICENSEE is provided with advice and assistance services to solve known problems if the Licensee encounters difficulties related to the Documentation or SOFTWARE. This service allows the LICENSEE to obtain information on the operation of SOFTWARE so that it progresses in the implementation of SOFTWARE from the Documentation that it must have read before calling GALIGEO. This technical assistance is not a substitute for training in the use of SOFTWARE.

4. TERMS OF SERVICE PROVISION

4 .1 Support and Maintenance Services are available from GALIGEO by e-mail, from Monday to Friday, excluding Licensor’s public holidays:

i. from 9:30 to 13:00;
ii. from 14:00 to 18:00 (17:00 on Friday)

4 .2 GALIGEO provides its services by any means of communication (telephone, electronic mail, visio, …).
Support and services will be provided for two (2) years for each version of the SOFTWARE, it means that every release is maintained for a duration of two (2) years.
To make the better use of its maintenance contract, it is up to the CUSTOMER to remain up-to-date.
In the unlikely event that no updated version would have been released in the mentioned two (2) years period, then the software would remain maintained until the release of a newer version and even three (3) months after that.

4 .3 GALIGEO is not under any obligation of corrective maintenance concerning:

Any anomaly not attributable to the SOFTWARE, in particular due to the poor quality of data.
The SOFTWARE if it is modified by the LICENSEE or a third party,
The restoration of lost data, on the sole condition that this loss does not result from SOFTWARE.
Third-party software or applications, not included in the offer provided by GALIGEO to LICENSEE, in association with the SOFTWARE.
The SOFTWARE if it is not used in the recommended operating environment or in a manner inconsistent with its documentation or the conditions of use of the license.
Computer hacking, security breach or unlawful or unauthorized access to software products, servers or computer systems, when the data is hosted by the LICENSEE or at a third party chosen by the LICENSEE.
The response to LICENSEE requests for support if it does not provide sufficient information, as reasonably requested by GALIGEO, to enable GALIGEO to identify, reproduce and analyze the reported problem.

4 .4 Does not fall under the Support Services provided by GALIGEO:
The installation, consulting or training services that can be obtained by the LICENSEE at the current GALIGEO rate, depending on availability, and which are not part of the maintenance.

4 .5 The modification, integration, installation or configuration of the SOFTWARE to enable it to work with new versions of operating systems, databases, middleware or hardware models installed by the Licensee. This clause will be void if the LICENSEE has met the prerequisites and the installation procedure. Any action by GALIGEO that does not fall within the Support Services, in particular its corrective maintenance obligations, in particular for an anomaly not attributable to the SOFTWARE, will be invoiced to LICENSEE at the GALIGEO rates for technical assistance services. In addition, the LICENSEE will take care of the resolution of any anomaly not attributable to SOFTWARE that GALIGEO would have not resolved under his action, or will request paid technical assistance services to GALIGEO.

4 .6 The LICENSEE undertakes to designate and train Named Contacts who will normally be the sole contact of GALIGEO.

5. RESUMPTION OF SUPPORT SERVICES & MAINTENANCE

If at some point the maintenance gets suspended due to the CUSTOMER (and or its Subcontractors), or if the delay to obtain payment goes above the renewal date, the contract will be declared void and GALIGEO reserves the right to refuse to renew the maintenance contract at a later date for the same rate and is entitled to propose a new contract.

If the LICENSEE wishes to reinstate the Support Services after they have been terminated, and if GALIGEO agrees to it, the LICENSEE will be able to do so by paying the then-current Royalty for a recovery period of twelve (12) months, plus any recovery costs of which the amount will be equal to the support fee that would have been charged an over the period during in which the Services have been suspended. Similarly, if the Licensee wishes to establish a new support & maintenance contract after an interruption following the warranty period, it may do so by paying the Fee of the then current support for a recovery period of twelve (12) months, plus reinstatement fee, the amount will be equal to the fee support that would have been charged during the past period between the end of the guarantee and the beginning of the new contract. Recovery costs will be calculated for a maximum of twenty-four (24) months.

6. LIMITED SUPPORT

GALIGEO reserves the right to decide the end of life of a given SOFTWARE. In this case, GALIGEO must inform the Licensee twelve (12) months before the end date of the SOFTWARE. Subject to the provisions in these GTS, GALIGEO will provide, for retired SOFTWARE, six (6) months of support (as defined above) from the date of SOFTWARE retirement.

The communication will be made by way of an update publication on its website dedicated to its software releases and updates: https://download.galigeo.com
The CUSTOMER is solely responsible for how often he visits this website and the twelve (12) month delays start at the date of publication, not at the date when the customer is made aware of the changes.

7. RESPONSIBILITY

GALIGEO can only be held responsible for the breach of its obligations as provided for in the GTS and as required by the state of the art used in its profession. Therefore, GALIGEO cannot be held liable for damages suffered by the LICENSEE or by a third party from time to time when such damage has been caused by a third party or by the LICENSEE, in particular because of the use of an Application by the LICENSEE in violation of the provisions of the GTS, without GALIGEO’s fault being established.
GALIGEO can only be held liable for direct damages suffered by the LICENSEE, excluding indirect damages, namely market losses, operating losses, loss of sales and profits, customer attrition, lost profits or increases in costs or expenses, except that if LICENSEE demonstrates that this is damage caused directly by the failure of GALIGEO to its obligations as provided for in the GTS and such as requires the state of the art used in his profession.
In the event that the liability of GALIGEO is committed on any basis whatsoever, compensation LICENSEE all causes, principal, interest and costs, will be limited to the sum of 1,000,000 euros for all damages suffered.
From the moment the LICENSEE becomes aware of it, it will endeavor to minimize and prevent the aggravation of any damage suffered and will take all reasonable measures necessary to do so, in particular by informing GALIGEO of the occurrence of the damage.
The Parties acknowledge and agree that if SOFTWARE is hosted on the servers of LICENSEE or a third-party hosting provider not contractually bound with GALIGEO, so that GALIGEO does not incur any obligation or liability regarding the hosting, availability and maintenance of the operating conditions of the SOFTWARE when it is hosted on LICENSEE servers.
GALIGEO does not support any obligations or responsibilities concerning the hosting, the availability and the maintenance in operational conditions of the SOFTWARE beyond those that the hosting provider provides with regard to GALIGEO, unless otherwise indicated in the has ORDER.
The Standard Support does not include a “Service Level Agreement” (“SLA”) specific or a “Facilities Management” (“FM”) type arrangement. Depending on its needs, Customer can ask Licensor to establish a specific service with particular provisions (such as SLA or FM) in a specified ORDER.