OYOMA Licence Agreement
This is a Licence Agreement between OYOMA SAS. (“OYOMA”) and you, the Customer. THIS IS A CONTRACT.
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE PURCHASING THIS LICENSE. BY YOUR ONLINE ACCEPTANCE, YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS IN THIS AGREEMENT. FAILURE TO COMPLY WITH THE TERMS OF THIS AGREEMENT VOIDS THE AGREEMENT, DISALLOWS CUSTOMER USE OF THE SOFTWARE AND MAY GIVE RISE TO UNSPECIFIED DAMAGES.
“Integrated Product” means the Customer’s application or device incorporating the Software.
“Project” means a single Customer development project that creates integrated products and embeds or integrates the Software into a larger application or system together with other software or hardware of significant value-add. This project cannot be a SDK and can’t offer any API except under written approval from OYOMA.
“Software” means the supplied OYOMA SIP application software in binary form including all source code, headers, documentation and data files including updates and upgrades that have been supplied by OYOMA to the Customer.
“Units” means the number of discrete computing systems shipped that are executing the Software and may have multiple CPUs in a single enclosure.
1. Ownership and Proprietary Rights
OYOMA retains ownership of all intellectual property rights in the Software and all patents, copyrights, authors’ rights, trademarks, know-how, trade secrets and other material that is associated with the Software, irrespective of whether such rights arise under french or international intellectual property, unfair competition or trade secret laws. OYOMA and Customer acknowledge and agree that, as between OYOMA and Customer, OYOMA owns and will own all of the Proprietary Rights to the Software, and no title to the Proprietary Rights is transferred to Customer, any Sub-distributor or any End User. The use by Customer of the Proprietary Rights is authorized only for the purposes herein set forth and upon termination of this Agreement for any reason, such authorization will cease. Customer agrees to protect OYOMA’s Proprietary Rights with at least the same degree of care used by Customer to protect its own proprietary rights.
All right and title to modifications made solely by the Customer to the Software and the right and title to other software that is included by the Customer in an Integrated Product, shall remain the property of the Customer except where the customer explicitly contributes such modifications back to OYOMA under the terms of the OYOMA Contributors Agreement.
2. Grant of License
Subject to the terms and conditions of this Agreement, and receipt by OYOMA of payment in full for the Software, the Customer is hereby granted a world-wide, royalty-free, non-exclusive, non-transferable (except as permitted herein) right to use, modify and reproduce the Software for the purposes of creating up to 1 number of Units of Integrated Products by a single Project.
The Customer is eligible for support services in accordance with the terms and conditions of the OYOMA Support Agreement for a period of 6 months from the effective date of this Agreement. In no event shall Customer be entitled to support services which cost OYOMA in excess of the amount paid to OYOMA during the current year under this Agreement.
OYOMA reserves the right at any time not to release or to discontinue release of any Software and to alter prices, features, specifications, capabilities, functions, programming interfaces licensing terms, release dates, general availability or other characteristics of the Software.
OYOMA MAKES NO WARRANTIES IN CONNECTION WITH ANY SOFTWARE PRODUCT, INCLUDING THE SOFTWARE, AND EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS
OYOMA SAS Société au capital de 53010€
10 rue de la Liberte RCS Creteil 753 828 888
94100 Saint-Maur des Fosses – France
tel:+33(0)970440222 – firstname.lastname@example.org TVA: FR61753828888
FOR A PARTICULAR USE.
5. Limitation of Liability
IN NO EVENT SHALL OYOMA LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNT RECEIVED BY OYOMA FROM CUSTOMER. IN NO EVENT SHALL OYOMA BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR IN IRECT DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, INCLUDING NEGLIGENCE OR STRICT LIABILITY, ARISING OUT OF THIS AGREEMENT. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE AMOUNTS PAYABLE HEREUNDER BY CUSTOMER ARE BASED IN PART UPON THESE LIMITATIONS. CUSTOMER AGREES THAT THE ABOVE LIMITATIONS SHALL APPLY NOT-WITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE.
6. Record Keeping
During the term of this Agreement and for a six (6) months period following termination, OYOMA shall have the right at its own expense, to conduct periodic reviews of the Customer’s records relating to its distribution of Integrated Products containing the Software for the purpose of verifying the Customer’s appropriate payment of the Customer fees due hereunder.
OYOMA shall exercise this right upon no fewer than thirty (30) days’ prior written notice. The Customer will provide OYOMA with reasonable accommodation for the review and reasonable use of available office equipment. The Customer shall pay the cost of any audit, including (without limitation) reasonable travel expenses and the costs of any attorneys and consultants, if the amount underpaid to OYOMA is five percent (5%) or more of the amount actually paid. Complete and accurate documents shall be retained by the Customer for two (2) years following termination of this Agreement.
Either party may terminate this agreement by written notice to the other party if the other party breaches any material provision of this Agreement and such breach is not cured within ninety (90) days after written notice thereof is received by the breaching party.
The Customer may terminate this license at any time by providing OYOMA written notice stating the effective date of the termination and immediately ceasing to ship Integrated Products containing the Software. If this license is terminated for any reason by either party, the Customer is not entitled to a refund of the whole or any part of the fees paid. In the event of such termination, the Customer’s right to use Integrated Products that were sold prior to termination is not affected.
Customer may not assign or otherwise transfer any of the rights or obligations arising out of this Agreement except to transfer this Agreement to any successor in connection with any transfer of all or substantially all of its assets or to any party that acquires voting control of the Customer in a merger, acquisition or reorganization.
9. Applicable Law and General Provisions
This Agreement is governed solely by the french laws, including patent and copyright laws. Sole jurisdiction over any dispute arising under this Agreement shall be brought in the courts of france in the court of PARIS. This Agreement is the entire agreement between the parties regarding this subject matter, and supersedes all prior discussions, negotiations and agreements.
This Agreement may be modified only in writing, and signed by both parties. Purchase orders issued by Customer to OYOMA, its distributors or licensees shall be for administrative convenience only, and any printed terms therein shall have no effect unless agreed in writing by OYOMA.