In this General Terms and Conditions document, the following expressions have the following meanings:
Agreement - the agreement between the End User and Ariane Software upon these General Terms and Conditions for the supply of the Application and the Services as entitled by the General Agreement.
Application - the desktop application licensed by Ariane Software to the End User through which the Services are provided by the Data Vendor.
Ariane Software - the Ariane Software SARL company incorporated under the laws of France (443 213 608 RCS Nanterre), whose principal place of business is at 50, rue de la Croix Bosset - 92310 Sèvres - France
Data Vendor - the company which name is specified in the Application and delivering to the End User the Services pursuant to the Agreement.
General Agreement - shall mean the agreement between Ariane Software and the Data Vendor for the supply of the Services to the End User.
Commencement Date - The date the Services start to be delivered to the End User.
Data - any information obtained or derived from the Services.
Default - any breach of the obligations of either party or any default, act, omission, negligence or statement of either party, its employees, agents or sub-contractors in connection with or in relation to the subject matter of this Agreement and in respect of which that party is liable to the other party.
End User - the Non-Professional or Professional client of Ariane Software who has ordered the Application and Services and has agreed upon these General Terms and Conditions.
Licence - the right granted by Ariane Software to the End User to use the Application in conformity with the terms of this Agreement.
Services - any and all components of the information service provided by the Data Vendor to the End User (via the Application) pursuant to this Agreement.
Third Party Supplier - any Third Party Supplier or other supplier of information from whom data contained in the Services is obtained directly or indirectly by the Data Vendor.
Ariane Software and the Data Vendor agree to supply and the End User agrees to accept the Application and the Services purchased on the internet site www.axialfinance.com subject to this General Terms and Conditions.
The End User acknowledges that Ariane Software and the Data Vendor will immediately proceed after the order acceptation with the delivery of the purchased Application and/or Services, and as such expressly waives his right of withdrawal in accordance with the provisions of Article L.121-21-8 of the French Consumer Code.
Ariane Software hereby grants a limited non-eclusive licence to the End User to use the Application for its own internal and personnal purposes.
The End User can eventually install the Application on a second computer always for its own internal and personnal purposes.
The End User shall not:
- use the Application and the relevant documentation in any way that may infringe any propietary interest of Ariane Software;
- allows a thid party to use the Application;
- communicate to a thid party its Licence code, its username and password used to launch the Application;
- modify, decompiler, or reverse engineer the Application software
- create derivative products based on the Application or its documentation;
- resell, rent, lease, give or transfer the Application software or its documentation to a third party by any means whatsoever;
The Services and the Data may be used only as set out in this Agreement.
Data Vendor hereby grants a limited non-eclusive right to the End User to use the Services for its own internal purposes.
The Services and the Data are to be used solely by the End User for its own internal purposes.
Except where expressly provided elsewhere in this Agreement, the End User shall not:
- communicate or disseminate the Services or the Data or any part thereof to any other party. This restriction include, without limitation, copying of any part of the Data electronically or otherwise, and/or distributing or disseminating any part of the Data via any network;
- use the Services or the Data in any way that may infringe any propietary interest of Data Vendor in the Services;
- knowingly use, or knowingly permit anyone to use, the Services or the Data for any unlawful or unauthorised purpose.
According to the cases, prices are with or without VAT, including delivery charges. Payment is cash at order. The order will be deemed effective upon receipt by Ariane Software of the relevant amount.
The duration of subscriptions to the Application and Services is, depending on the case, of 3, 6 or 12 months starting at the supply by Ariane Software to the End User of the access codes (username and password). A few days before the end of the subscription period, Ariane Software will inform the End User by email of this end, asking the End User to renew the subscription. In case of non subscription renewal, the subscription will be deemed finished at the end date.
The stock exchange fees included in the prices of the Services for real time data may from time to time be modified by the stock exchanges during the course of subscriptions. In case of a significant increase of such fees, Ariane Software will invoice to the End User the relevant increase over the remaining subscription period.
The End User acknowledges that as between itself and Ariane Software, Data Vendor, Data Vendor Third Party Suppliers and/or other third party licensors are throughout the world the owner(s) of all intellectual property rights (including the copyright and where applicable the database rights) in the Software and in the compilation of Data contained in the Services. Nothing herein contained shall be construed so as to transfer any intellectual property rights whatsoever to the End User.
The End User will at the request and expense of Ariane Software and Data Vendor do all such further acts, deeds and things, including the filing or pursuit of legal action, and execute all such further documents, deeds and instruments, both during this Agreement and thereafter, from time to time reasonably necessary for the protection and enforcement of all Ariane Software and Data Vendor (and/or its third party licensors) intellectual property rights in the Application, the Services and any information contained therein.
The End User shall not use the Application, the Services or the Data in any manner except as expressly provided in this Agreement.
Ariane Software and the Data Vendor warrants that:
- they own the copyright in the Application and in the compilation of information contained in the Services;
- they have the right to permit the End User to use the Application and Services in accordance with the terms of this Agreement.
- Ariane Software and the Data Vendor will indemnify the End User and keep the End User fully and effectively indemnified against all loss, damage, costs, claims and expenses arising from breach of the warranties set out in Clause 7 subject to the following conditions:
- (i) the End User shall promptly notify Ariane Software in writing of any breach of the said warranties of which the End User becomes aware;
- (ii) the End User shall not make any statement or admission which may be prejudicial to Ariane Software or the Data Vendor defence or settlement of any claim;
- (iii) the End User, at Ariane Software or Data Vendors request and expense, shall allow Ariane Software and Data Vendor to conduct and/or settle all negotiations and litigation with any third party in connection with any breach of the said warranties;
- (iv) the End User shall afford all reasonable assistance with such negotiations and/or litigation and shall be reimbursed by Ariane Software or Data Vendor for any out of pocket expenses incurred in so doing;
- (v) if at any time an allegation is made in respect of the Application or Services that they infringe the intellectual property rights of any third party, Ariane Software or Data Vendor may at their own expense modify or replace the Application or Services so as to avoid infringement. Ariane Software and Data Vendor shall have no liability for any claim of infringement or for breach of the said warranties where the End User has refused to use modified Application and Services supplied pursuant to this sub-clause;
- (vi) the foregoing states the entire liability of Ariane Software and Data Vendor with respect to the breach of the said warranties and in connection with the infringement or alleged infringement of the intellectual property rights of any third party which arises as a result of the End User's use of the Application and/or Services in accordance with this Agreement.
Ariane Software warrants that the performance of the Application will substantially be in accordance with the supplied documentation, for a period of ninety (90) days from the delivery date.
The Application and Services are for persons informed and experienced in financial and stock exchange matters, and are not intented to substitute their judgment or decision or to assume the responsibilities which shall remain theirs. In its decisions for financial investments, the End User assumes full risk and consequence which may arise from the use of the Application and Services.
Neither party excludes or limits liability to the other party for fraud or in respect of death or personal injury to any person caused by its negligence.
Within the limits set by applicable laws, the End User agrees that Ariane Software, Data Vendor and their sub-contractors are in no event liable for any direct, indirect, incidental or consequential damages arising out from the use of the Application or Services or Data, from the use of the documentation, even if Ariane Software, Data Vendor and their sub-contractors have been advised of such damages.
Notwithstanding any other provision of this Agreement, the End User agrees that where the Services include any information and/or data obtained or derived from any Third Party Supplier, such Third Party Supplier shall have no liability whatsoever for such data or information.
In any event, if the liability of Ariane Software or Data Vendor is acknowledged, it is expressly aggreed the aggregate liability of Ariane Software and Data Vendor for all Defaults shall be limited to damages which in no event shall exceed the total amount paid by the End User for the use of the Application and Services under this Agreement.
The End User agrees to indemnify and keep indemnified Data Vendor from and against any third party claims against Data Vendor arising from or relating to the exhibition dissemination or publication by the End User of any matter in any way included in or founded upon the Services supplied by Data Vendor hereunder.
The parties expressly agree that should any limitation or provision contained in Clause 7 be held to be invalid under any applicable statute or rule of law it shall to that extent be deemed omitted but if either party thereby becomes liable for loss or damage which would otherwise have been excluded such liability shall be subject to the other limitations and provisions set out herein.
It is hereby agreed that except as expressly set out in this Agreement all conditions or warranties express or implied statutory or otherwise including but not limited to any concerning the quality or fitness for a particular purpose of the Services or any data included therein are hereby excluded.
None of Ariane Software, Data Vendor, any Third Party Supplier(s) or other third party licensors shall be liable for the accuracy or completeness of the Data, or for delays, interruptions or omissions therein or for any lost profits, indirect, special or consequential damages.
Neither party shall be liable for any delay or failure to perform its obligations caused by any circumstances beyond its reasonable control including but not limited to industrial disputes or interruption to any telecommunication satellite or broadcast services used to carry the Services to the End User.
The term of this Agreement begins on the Commencement Date and shall be coterminous with the End User's use of the Application and Services supplied by the Ariane Software and Data Vendor, unless otherwise terminated by either party in accordance with this Agreement.
Either party may terminate this Agreement immediately by written notice to the other party if the other party is in breach of any of its obligations under this Agreement, and in the event of a breach capable of being remedied, has failed to remedy such breach within thirty (30) days of receipt of notice in writing specifying the nature of the breach.
Either party may terminate this Agreement immediately by written notice to the other party if the other party shall make an arrangement with or assignment in favour of its creditors or shall go into liquidation (other than a voluntary liquidation for the purposes of amalgamation or reconstruction) or have a receiver or administrator appointed over its property or assets or any part thereof.
Upon termination of this Agreement, the End User shall cease using the Application and Services forthwith, delete the Application and Services from its computer equipment and certify in writing to Ariane Software that no copy of the Software Application has been done.
Payments received by Ariane Software at the date of termination are deemed acquired. Moreover, such termination occurs without prejudice to the Ariane Software's right to claim and obtain compensation.
Termination of this Agreement for whatever reason shall not affect any rights of either party which may have accrued up to the date of termination.
In the event that the General Agreement terminates for whatever reason, this Agreement shall automatically terminate which termination shall not constitute a breach by Ariane Software or Data Vendor of any of its obligations hereunder.
This Agreement is personal to the End User and the End User shall not assign or otherwise transfer its rights or obligations under this Agreement without the prior written consent of Ariane Software.
Each party hereby agrees to treat the terms, but not the existence, of this Agreement as confidential and agrees not to disclose the contents hereof to any third party.
The End User accepts and authorizes Ariane Software to provide information to the Data Vendor about the End User.
The End User agrees to fill a sincere statement regarding its Non-Professional or Professional status and agrees that the data and information contained in his statement may be processed, stored and accessible for control by auditors acting on behalf of the Data Vendor.
This Agreement constitutes the entire understanding of the parties with respect to its subject matter and supersedes any prior agreement, written or oral, in force between the parties relating hereto. This Agreement may only be amended in a writing signed by both parties. Reseller may not assign this Agreement (whether by sale of stock, assets or otherwise) without Ariane Software's prior written consent. Whenever possible, the provisions of this Agreement shall be interpreted in a manner to be effective and valid under applicable law, but if prohibited or invalid, any such provision shall only be ineffective to the extent required by law, without invalidating (to the extent possible) the intent of or remainder of such provision or other provisions. No failure on the part of either party to exercise, and no delay in exercising any right or remedy hereunder shall operate as a waiver hereof, nor shall any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy granted hereby or by law. The headings appearing in this Agreement are inserted for convenience only and do not define, limit or describe the scope or intent of this Agreement. The provisions of Clauses 6, 7, 12, this 13 and 14 shall survive any termination of this Agreement.
This Agreement shall be subject to French Law and the parties hereby submit to the exclusive jurisdiction of the French court in Paris.