KurmiCollab Terms of Use («TOU»)

4. Legal teams

4.1. Attribution of the KurmiCollab Licences

The KurmiCollab offer (“KurmiCollab Offer”) will be attributed to the customers (“Customers”) having validly completed the registration form and which:

Are eligible to KurmiCollab (ie customers with more than 1000 users and using Cisco technology)
Have been selected by Kurmi Software

4.2. License

Kurmi Software grants the Customer, at no cost, for a forty-five (45) calendar day period as from the date Kurmi Software confirms by email selection of the Customer, a revocable, non-exclusive and non-transferrable right to use the KurmiCollab software (“KurmiCollab Software”) for internal use in compliance with the present TOU.

4.3. License restrictions

The licenses granted under the KurmiCollab Offer is subject to the following restrictions, which the Customers undertake to comply with:

• the KurmiCollab Software may not be used on any other environment than the one defined in these TOU;
• the KurmiCollab Software shall only be used internally and shall not be made available to third parties;

The Customer will not:

(i) translate, modify the KurmiCollab Software nor allow a third party to do so;

(ii) render or attempt to render inoperative any security measure integrated in the KurmiCollab Software;

(iii) lease, loan, resell, sublicense, or otherwise distribute the KurmiCollab Software;

(v) use the KurmiCollab Software to develop a product which is competitive with any of the products or services commercialized by Kurmi Software;

(vi) permit third-party access to, or use of the KurmiCollab Software, without Kurmi Software’s express prior authorization;

(vii) attempt to create, derive, obtain the source code of the KurmiCollab Software, or create a source code equivalent of or derivative of the KurmiCollab Software, or cause or permit any third party to do so;

The Customer shall notify Kurmi Software if it becomes aware of any unauthorized third-party access to, or use of, the KurmiCollab Software.

The above-mentioned obligations will survive the expiration of this KurmiCollab Offer.

4.4. Duration

The present KurmiCollab Offer will enter into force as from the date Kurmi Software confirms by email selection of the Customer and, save in case of early termination, will remain in effect until expiration of a forty-five (45) calendar day period thereafter.

4.5. Option to purchase

At the expiry of the KurmiCollab Offer, the Customer may, at its option, decide:

• (ii) to purchase paying licenses and services from Kurmi Software
• (iii) not to purchase any further licenses or services from Kurmi Software

4.6. Termination

Either party may terminate this KurmiCollab Offer for convenience at any time.

4.7. Consequences of the termination or expiration

All obligations of the Customer which expressly or by their nature survive expiration or termination of the KurmiCollab Offer shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this KurmiCollab Offer and until they are satisfied or by their nature expire.

Save in case of 1.5 (i) and 1.5 (ii), Customer shall, upon termination or expiration of this KurmiCollab Offer, (a) cease all use of the KurmiCollab Software, trademarks, logos and Kurmi Software’s confidential information and (b) promptly destroy or return such materials to Kurmi Software at Customer’s expense.

4.8. Trademarks

During the term of this KurmiCollab Offer, the Customer will have the non-exclusive, non-assignable and non-transferable right to indicate publicly that it uses the KurmiCollab Software. Kurmi Software may also publicly refer to the Customer in its communications.

The Customer undertakes not to modify, delete or hide the trademarks and trading names of Kurmi Software, as well as Kurmi Software’s ownership mentions, tags or trademarks which appear on every copy of the software and its documentation.

4.9. Confidentiality

Customer agrees that the KurmiCollab Software, the documentation, and more generally any material disclosed to the Customer by Kurmi Software under this KurmiCollab Offer (“Confidential Information”) are confidential and proprietary information of Kurmi Software. Customer shall only disclose Confidential Information internally to those on a strict need to know basis and shall retain Confidential Information in as secure a manner as possible, but in no event less secure than the Customer retains its own confidential information. Customer shall not disclose confidential information to any third party without the express written consent of Kurmi Software.

Confidentiality obligations set forth in this article will survive the termination or the expiration of this KurmiCollab Offer.

4.10. Personal data

Each party remains responsible for compliance with applicable data protection laws in case of access to personal data of the other Party.

4.11. Liability

Customer accepts the KurmiCollab Software “as is” without any warranty whatsoever including, but not limited to warranties of merchantability, fitness for a particular purpose or error free operation. In no event shall Kurmi Software be liable for damages of any kind (including, without limitation, direct, indirect, incidental, punitive or consequential damages) resulting from the installation and use of the KurmiCollab Software or its documentation, even if advised of the possibility of such damage. This section will survive termination of the KurmiCollab Offer.

4.12. Proprietary rightsThe KurmiCollab Software, including, without limitation, third-party products, data, plans, specifications, reports, designs, technological “know how”, documentation and other information are and shall remain at all times the property of

Kurmi Software or its supplier, and the Customer shall have no right, title or interest therein except as expressly set forth in these TOU . The Customer agrees to protect Kurmi Software’s proprietary rights and will take all steps reasonably necessary to prevent the disclosure of the KurmiCollab Software, including any associated documentation, in any way other than expressly permitted under these TOU.

4.13. Verification and auditAt any time during the term of this KurmiCollab Offer, Kurmi Software may require the Customer to produce, any files or records, or extracts thereof, including as the case may be a screenshot of the page showing the Customer’s use of the

KurmiCollab Software, enabling Kurmi Software to assess Customer ’s use of the software. If such information, in Kurmi Software’s opinion, fails to allow Kurmi Software to make such assessment then Kurmi Software reserves the right to proceed to an audit on site.

Kurmi Software reserves the right, if the results of an audit reveal that the use of the KurmiCollab by the Customer is in any way non-complaint with the terms of these TOU, to terminate this KurmiCollab Offer forthwith.

4.14. General

Independent Contractors: The parties are independent contractors and nothing in these TOU shall be construed to create any partnership, joint venture, employment or agency relationship whatsoever as between the parties. Either party shall not, by reason of any provision herein contained, be deemed to be the partner, mandatary, agent or legal representative of the other party nor to have the ability, right or authority to assume or create, in writing or otherwise, any obligation of any kind, express or implied, in the name of or on behalf of the other party.

Entire Agreement: These TOU constitute the entire agreement between the parties pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions with respect to the subject matter hereof whether oral or written.

Applicable Law: This Agreement shall be governed and construed in accordance with the laws of France.

Dispute resolution: In case of dispute arising from or related to these TOU the parties shall use their best efforts to settle the dispute amicably. Should the parties fail to reach an amicable settlement the parties hereby attorn to the exclusive jurisdiction of the courts of Paris.

Non-Waiver: No waiver of any of the provisions of these TOU is binding unless it is in writing and signed by the party entitled to grant the waiver. The failure of either party to exercise any right, power or option given hereunder or to insist upon the strict compliance with the terms and conditions hereof by the other party shall not constitute a waiver of the terms and conditions of these TOU.

Force Majeure. If the performance of these TOU or any obligations hereunder is prevented, restricted or interfered by reason of earthquakes, floods, fires, epidemics, riots, failures, delay in transportation or communications or a similar occurrence or condition beyond the reasonable control of the parties, the party so affected shall, upon giving prompt notice to the other party, be excused from such performance or obligation during such restriction or interference provided that the affected party promptly undertakes all reasonable efforts necessary to cure such force majeure circumstances.

Successors and assigns: A party may not assign the KurmiCollab Offer without the prior written consent of the other party, such consent not to be unreasonably withheld.