
Terms of license of software delivered by AddOnMail

Use of software delivered by AddOnMail is subject to these terms. AddOnMail has the rights to the Software described in the special terms or has 
been authorized by the holder of the rights to the Software (the Software Rights Holder) to grant licenses to the Software as provided in these terms.
To enable persons interested in such Software to assess the qualities and functionalities thereof, in particular the Software's fitness for their requirements, ADDONMAIL displays on its www.addonmail.com site a demonstration version which can be downloaded without charge for a maximum thirty-day period.
The license offered by AddOnMail is available to professionals only, and subject to compliance with this use authorization.
The Customer has the expertise necessary for installation and use of the licensed Software.


§1 - Subject: For the consideration specified in §5.2, AddOnMail grants the Customer a personal, non-assignable and non-exclusive license of the Software the specifications and characteristics of which are set forth in detail in the special terms.
The use is strictly limited to the acts described in §2 below.

§2 - Scope of the License: The license granted to the Customer is strictly limited to the right of use of the Software on the hardware located on the site(s) specified in the special terms, and for the Customer's internal purposes only.
The license is granted for the duration of the copyright in the Software according to the laws and treaties applicable in the French Republic.

§3 - Limits of the Licensed Right of Use: The acts described in §2 of these terms are the only acts authorized by AddOnMail and/or the Software Rights Holder, which may have any use of the Software otherwise than in accordance with these terms enjoined and redressed.
The Customer shall refrain, without limitation, from:
1.	Using the Software on hardware and/or sites other than those referred to in §2, without the express prior consent of AddOnMail or the Software Rights Holder.
2.	Removing or changing any trademark or title and/or copyright notices which AddOnMail or the Software Rights Holder may affix to the programs, carriers or documents.
3.	Translating, adapting or altering the Software in any way.
4.	Assigning or selling to or placing at the disposal of a third party the Software programs, documents and magnetic carrier if any, even without charge and on any account.
5.	Making new copies of the Software in any form, except a single backup copy if necessary to preserve the use of the Software.
6.	Correcting a fault or error or having such a correction made without the prior written authorization of AddOnMail or the Software Rights Holder.
7.	Directly or through a third party decompiling the Software or translating its object code into source code except under the conditions and within the limits strictly specified by law.
8.	In particular, the Customer shall not decompile the Software to get the information necessary for interoperability of the Software with other software programs without first requesting AddOnMail in writing to supply it with such information.
9.      Making new copies of the annexed documents.

§4 - Obligations of AddOnMail:
4.1. Delivery: The Software programs are delivered in object code form: One set of documents in French and/or English will be delivered to the Customer per copy of the Software delivered.
The Software and documents shall be delivered to the Customer by electronic mail or on magnetic carrier. Title to the magnetic carriers accrues to the Customer.
Unless otherwise agreed by the parties within fifteen days after these terms are signed, 
the Software and documents will be delivered to the Customer at the location of the hardware with which the Software will be used as shown in the special terms appurtenant to these terms.
In any event, the Customer shall install the Software on the hardware listed in the special terms on its sole responsibility with the aid of the documents delivered to it by AddOnMail.
4.2. Warranty AddOnMail is subject to a best-efforts obligation. It warrants the conformity of the Software with the specifications in the documents.
The Customer has the burden of proof of the malfunctions and nonconformities of the Software vis-à-vis the specifications in the documents.
AddOnMail assumes no responsibility (except for such conformity), especially 
for the Software's fitness for the Customer's requirements, which the Customer shall assess. The Customer acknowledges receipt from AddOnMail of all information familiarizing it with the Software and enabling it to assess the Software's fitness for its requirements.
AddOnMail shall not be obligated to redress any indirect or consequential injury, 
in particular loss of profits, loss of data or business interruption, attributable to use of the Software.
4.3. Remedial maintenance: AddOnMail warrants the conformity of the Software with the documents appurtenant thereto for 30 days from delivery thereof.
That warranty obligates AddOnMail to correct, without charge, anomalies in 
the Software programs which are discovered during use of the Software and are reproducible in tests of such programs.
Anomaly means malfunction, defect, error and more generally difference between the actual use results and the specifications in the documents.
Said warranty determines automatically if the Customer:
§	Changes the configuration referred to in §1 above without AddOnMail's prior written consent, or uses the Software on hardware other than the hardware described in §2.
§	Alters and/or corrects and/or makes additions to the Software, even with the assistance of a service specialist, without AddOnMail's prior written consent.
The Customer's requests for services not required by anomalies in the Software shall be billed at AddOnMail's hourly rate in effect on the date of the request.

§5 - The Customer's Obligations:
5.1. Compliant use: The Customer shall comply strictly with the terms of use of the Software in §2 and 3.
Compliance with those terms is of the essence hereof.
5.2. Payment of the royalty: In consideration of the license granted, the Customer shall pay AddOnMail the single lump-sum royalty shown on AddOnMail's price-list in effect on the date on which the Software is ordered.
The royalty is payable at AddOnMail's registered office in cash on receipt of the invoice, the payment is deemed to be made when the funds are placed at ADDONMAIL's disposal.
AddOnMail may without prejudice to recovery of damages assess late charges, at a rate equal to the interest rate charged by the European Central Bank in its latest refinancing plus five points, on overdue amounts not paid within 30 days of a notice to pay,. The late charges shall accrue from such notice to pay.
Late payment shall also entail automatic suspension of execution of the pending orders.

§6 - Confidentiality: Each party shall keep in confidence all information concerning the other party and its business to which it has access in connection with these terms.
Except with AddOnMail's prior written consent, the Customer shall disclose to no one, directly or indirectly, information concerning the Software and the know-how appurtenant thereto to which it has access in connection with these terms.

§7 - Changes in the Software: The Customer shall make no changes in the Software without AddOnMail's prior written consent. Breach of this obligation shall automatically terminate AddOnMail's warranty and maintenance obligations, without prejudice to legal proceedings.

§8 - Infringement: AddOnMail shall indemnify the Customer against infringement actions relating to the Software.
AddOnMail shall consequently assume the expenses of litigation and the awards which may be made against the Customer, provided that such awards are based solely 
on an infringement action and the establishment of a patent or copyright infringement.
However, AddOnMail's indemnification obligation is subject to the following conditions:
§	Prompt notice of every claim and/or action relative to the Software based on an intellectual property right, and/or
§	Management by AddOnMail of the defense of its interests and those of the Customer, which shall cooperate in such defense in good faith by supplying AddOnMail with all information and assistance necessary for that purpose.
AddOnMail shall have no indemnification obligation:
§	If the claim is based on use of the Software otherwise than in compliance with these terms.
§	If the Customer modifies or alters the Software.
§	If the Software is integrated with hardware, a system or any computer program supplied by a third party without AddOnMail's consent.

§9 - Advertising: AddOnMail may identify the Customer as a user of its software in its advertising.

§10 - Cancellation: If a breach of the Customer's contractual obligations is not remedied within fifteen days of a return-receipted registered notice of such default, AddOnMail may cancel this license without prejudice to all damages.
Within one month of termination of this license, the Customer shall return to AddOnMail all the copies of the Software in its possession. It shall destroy all copies and documents which it may still have.
It shall send AddOnMail a certificate of its discharge of that dual obligation of return and destruction.

§11 - Liability: Any liability on the part of AddOnMail or the Rights Holder for breach of these terms shall be limited to the amount of the single lump-sum royalty specified in §5.2.
§12 - Assignment: This license is personal and non-assignable. No sublicenses may be granted.
This provision is of the essence of these terms.

§13 - Merger clause: This license is subject to compliance with the stipulations and special terms hereof and of the terms of use of the www.addonmail.com site a copy of which is included in the special terms.
They prevail over all proposals and exchanges of correspondence antedating them and all other stipulations in the documents relative to these terms exchanged by the parties.
In event of conflict between the stipulations of this license and its special terms on 
the one hand and the terms of use of the www.addonmail.com site on the other, the provisions of the license shall prevail.

§14 - Partial invalidity: If one or more of the stipulations of these terms should be held 
to be invalid, the other stipulations shall remain in full effect unless they are disseverable from the invalid provision.

§15 - Litigation: Litigation between the parties relative to the formation, execution 
or interpretation of these terms shall be subject to the exclusive jurisdiction of the Commercial Court of Paris.
Prior to litigation, the parties shall endeavor to resolve their differences amicably.

§16 - Governing law: These terms are governed by French law.


ADDONMAIL, a  simplified  stock company, capital: €32,200,  Versailles Trade and Companies Register No. B 431 359 850
registered office: 4, rue des Frères Lumière, 78 370 Plaisir - France.
