End User License Agreement

CAREFULLY READ THE FOLLOWING LICENSE AGREEMENT (THE “AGREEMENT”). BY CLICKING ON THE "ACCEPT" BUTTON, YOU ACKNOWLEDGE AND AGREE TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. PLEASE CAREFULLY KEEP THE EMAIL WE PROVIDE YOU WITH. THIS EMAIL CONTAINS THE LINK NEEDED TO DOWNLOAD THE SOFTWARE. MOTION BOUTIQUE DOES NOT HAVE ANY OBLIGATION / POSSIBILITY TO PROVIDE YOU WITH ANOTHER LINK IN THE EVENT OF LOSS.

License Grant

The package contains MOTION BOUTIQUE NEWTON version 2.x (the "Software") and related explanatory written materials ("Documentation"). "Software" includes any copies of the Software. "You" or the “Licensee” means the person or company who is being licensed to use the Software or Documentation. "We" or "us" or “Motion Boutique“ means SARL Motion Boutique, located at 134 rue d'Aubervilliers, 75019 Paris, France.

We hereby grant you a non exclusive and non transferable license to use one copy of the Software, for your internal needs only, and for the duration of its protection by the copyright. For the avoidance of doubt, no other right on the Software, including marketing or exploitation rights are granted under this Agreement.

Subject to these terms and conditions, license is granted for the number seat(s) referred to on the invoice sent by Motion Boutique (the “Authorized Seats”).

Specific terms and conditions applicable to license per seat(s)

(a) For, Each Authorized SeatYou may install and use the Software on a single computer; OR install and store the Software on a storage device, such as a network server, used only to install the Software over an internal network, provided You have a license for each separate Authorized Seat/computer on which the Software is installed and run. Except as otherwise specifically provided in this Agreement, a license for the Software may not be shared, installed or used concurrently on different computers. Except solely for purposes of installing the Software on a computer as described above, a license for the Software may not be accessed and used via a server or network storage device. Subject to the terms and conditions set forth in this Agreement, You shall not have more than one installation of the Software for each Authorized Seat/on any single computer.

(b) Portable or Home Computer Use for Software: subject to the terms and conditions of this Agreement, in addition to the copy of the Software permitted in Section “Archival or Backup Copies” below, Each Authorized Seat of the primary computer on which the Software is installed may make one other copy of the Software and install it on either a portable computer or a computer located at his or her home for his or her exclusive use, provided that: (A) the copy of the Software on the portable or home computer (i) is not used at the same time as the copy of the Software on the primary computer and (ii) is used by the primary user solely as allowed for such version and (B) the copy of the Software on the portable or home computer is not installed or used after the time such user is no longer the primary user of the primary computer on which the Software is installed.

Specific terms and conditions applicable to Education license

Subject to restrictions set forth in this section, limited educational license can be granted. Educational license should be granted per seat(s) or per site for unlimited users. Educational license is granted only for education purpose. You therefore cannot install and use the Software to commercialize or exploit in any manner material(s) or work(s) based on and/or created with the Software.

Installation

Licensee is responsible for the installation of the Software.

No Upgrades or Enhancements

Licensee acknowledges we have no obligation to provide any upgrades or enhancements to the Software. Use of any new version other than the version referred to in the “License Grant” Section will be subject to another Agreement and payment of related license fees.

Title / Ownership

We shall have sole and exclusive ownership of all right, title and interest in and to the Software and all modifications and enhancements thereof (including ownership of all trade secrets, patents, copyrights and any other intellectual property rights pertaining thereto), subject only to the license rights and privileges expressly granted pursuant to this Agreement. Licensee shall assign free of charge to Motion Boutique all right and title to any adaptations, additions, collective works, compilations, derivative works, enhancements, modifications and translations of the Software to Motion Boutique and shall execute whatever documents are required by Motion Boutique to affect such result. Licensee shall keep the Software free and clear of all claims, liens, and encumbrances.

Third-Party Software / Open Source

The Resident Software may contain or be distributed with third-party software covered by an open source software license or other third-party software license, and the terms and conditions of this license do not apply to such third-party software.

Archival or Backup Copies

You may either:

• make one copy of the Software solely for backup or archival purposes, or

• transfer the Software to a single hard disk, provided you keep the original solely for backup or archival purposes.
  Such copies must contain all copyright and proprietary notices and legends contained on the original copy. The Licensee shall record the number and location of all copies of the Software and take steps to prevent unauthorized copying. The Licensee shall provide such records to the Company upon request.

Things You May Not Do

Licensee may not use, copy, modify, or distribute the Software (electronically or otherwise), or any copy, adaptation, transcription, or merged portion thereof, except as expressly authorized by this Agreement or by further express written Agreement by Motion Boutique. Licensee may not (and shall not permit others to) reverse assemble, reverse engineer, reverse compile, or otherwise translate the Software in any manner except to the extent allowed by article L.122-6-1 of French Intellectual Property Code. Licensee’s rights herein may not be transferred, leased or assigned. The license granted herein permits Licensee to use the Software solely for its own benefit and its own internal business operations. No service bureau work, multiple-user license, or time-sharing arrangement is authorized by the license granted herein.

Compliance with laws

Licensee shall be solely responsible for its use of the Software including ensuring that such complies with all applicable laws, including without limitation data protection and privacy laws. Licensee understands that the Software are not designed to achieve or contribute to Licensee’s compliance with these or other laws or regulations of any jurisdiction.

Transfer / Assignment

This Agreement may not be transferred/assigned by Licensee without the prior written consent of Motion Boutique. Motion Boutique may assign this Agreement and/or subcontract its performance hereunder without Licensee’s prior consent.

Tax

All fees under this Agreement are exclusive of VAT, and you will be responsible for payment of all taxes (other than taxes based on Motion Boutique’s income), fees, duties, and other governmental charges, including sales and use tax, VAT and any related penalties and interest, arising from the payment of fees or other amounts to Motion Boutique under this Agreement or the delivery or license of the Software to you. Licensee will make all payments to Motion Boutique free and clear of, and without reduction for, any withholding taxes. If a certificate of exemption or similar document is required to exempt Licensee from sales or use tax liability, Licensee shall obtain and furnish to Motion Boutique evidence of such exemption with this Agreement in a form reasonably satisfactory to Motion Boutique. This Section shall not apply to taxes based on Motion Boutique’ net or gross income or payroll taxes with respect to Motion Boutique’ employees.

Limited Warranty

We warrant that for a period of 30 days after delivery of this copy of the Software to you, the Software will perform in substantial accordance with the Documentation.

To the extent permitted by applicable law, THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, AND WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, regardless of whether we know or had reason to know of your particular needs. No employee, agent, dealer or distributor of ours is authorized to modify this limited warranty, nor to make any additional warranties.

No Remedy

TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY DAMAGES,

WHETHER CAUSED DIRECTLY OR INDIRECTLY, INCLUDING ANY LOST PROFITS, LOST SAVINGS, OR OTHER DAMAGES ARISING FROM THE USE OF OR THE INABILITY TO USE THE SOFTWARE, OR FOR ANY CLAIM BY ANY OTHER PARTY.

No action, regardless of form, arising out of this Agreement may be brought by the Licensee more than one (1) year after the event which gave rise to the cause of action occurred. This Section will survive the termination of the Agreement for any reason.

Termination

A party may terminate this Agreement immediately if the other party commits any material default and failures to cure such default within thirty (30) days after written notice thereof from the non-breaching party; or (ii) to the extent permitted by law, the other party enters bankruptcy proceedings, becomes insolvent, or otherwise becomes generally unable to meet its obligations under this Agreement.

Notwithstanding anything to the contrary in this Agreement, any termination of this Agreement shall not relieve either party hereto of any of its obligations or liabilities accrued hereunder prior to such termination. On termination for any reason: (a) all rights granted to the Licensee under this Agreement shall cease, (b) the Licensee shall cease all activities authorized by this Agreement, (c) the Licensee shall immediately pay to the Company any sums due to the Company under this Agreement; and (d) the Licensee shall immediately cease using and destroy or return to Motion Boutique (at the Motion Boutique’s option) all copies of the Software or any derivatives thereof then in its possession, custody or control and, in the case of destruction, certify to the Company that it has done so.

General Provisions

1. This written license agreement is the exclusive agreement between you and us concerning the Software and Documentation and supersedes any and all prior oral or written agreements, negotiations or other dealings between us concerning the Software. The Agreement is composed of the following documents: this document, and your invoice. In the case of a contradiction between this document and the invoice, this document will prevail over the invoice.
2. You warrant that the agreements binding it to your employees and subcontractors shall not contain any provisions contrary to the principles stipulated in this license agreement. You undertake for you and your employees to take all necessary measures for ensuring compliance with this license agreement.

3. You warrant that You/your services shall comply with the terms of this license agreement.

4. Of express agreement between the parties and in application of article 1316-1 of the Civil Code, the establishment

and the exchange between the parties of the present License agreement by electronic way realizes the agreement of the parties on the performance of the services according to the terms of the aforementioned License agreement.

5. This license agreement may be modified only by a writing signed by you and us.

6. This license agreement is governed by the French laws.

7. In the event of a dispute or alleged breach of this Agreement, express jurisdiction is assigned to the Courts of Paris,

notwithstanding multiple defendants or the introduction of third parties, equally for urgent proceedings or for interim, summary or ex parte procedures.