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