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.
7° Third-Party Software / Open Source
THE SOFTWARE ARE DESIGNED TO BE USED IN CONJUNCTION WITH THIRD PARTY SOFTWARE AND YOU ARE REQUIRED TO ENTER INTO LICENSE OR ANY OTHER NECESSARY AGREEMENTS WITH PROVIDERS OF SUCH THIRD PARTY SOFTWARE.
The Software may contain or be distributed with third-party software components 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. You agree and acknowledge that any applicable third party terms and conditions fully apply to the above-referred third party components.
The Software may embed open source code and/or software created and developed under the following copyright: “Poly2Tri Copyright (c) 2009-2010, Poly2Tri Contributors - http://code.google.com/p/poly2tri/”. Applicable License terms for such copyrighted material are available at https://github.com/greenm01/poly2tri. POLY2TRI SOFTWARE ARE PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT OWNER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
8° 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.
9° Some Things You Are Not Allowed To
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.
10° 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.
11° Transfer / Assignment
YOU WILL NOT RENT, LEASE, SELL, SUBLICENSE, ASSIGN, OR TRANSFER ITS RIGHTS IN THE SOFTWARE, OR AUTHORIZE ANY PORTION OF THE SOFTWARE TO BE COPIED ONTO ANOTHER INDIVIDUAL OR LEGAL ENTITY’S COMPUTER EXCEPT AS MAY BE EXPRESSLY PERMITTED HEREIN.
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 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.
13° Limited Warranty / Liability
We warrant that for a period of 30 days after delivery of this copy of the Software to you, the Software will substantially perform in accordance with the Documentation.