General Terms & Conditions of Sale
1. Acceptance of Terms
All sales by Argolight (“Argolight”) to any person (a “Buyer”) of the units of products specified in the document to which these Terms and Conditions of Sale are attached or referred to (the “Product”) will be governed by these Terms and Conditions of Sale. If the terms or conditions of any offer or acceptance from Buyer differ from or seek to add to or supplement these Terms and Conditions of Sale, these Terms and Conditions of Sale shall constitute a counter-offer and will not be effective as an acceptance of Buyer’s differing, additional or supplemental terms and conditions, all of which are hereby rejected. THESE TERMS AND CONDITIONS OF SALE SHALL BE THE COMPLETE AND EXCLUSIVE STATEMENT OF THE TERMS OF AGREEMENT BETWEEN ARGOLIGHT AND BUYER
2. Prices and Payment
All price quotations are subject to confirmation and are non-binding. Unless otherwise agreed to by Argolight in writing, all prices for the sale of Product to be paid in EUR. All payments are due and payable in thirty (30) days from date of invoice. Argolight reserves the right to require alternative payment terms, including without limitation letter of credit or payment in advance. Payments not made by the due date shall be subject to a late payment charge of the lesser of four percent (4%) per month or three times the rate defined by law. In this event, Argolight shall be entitled a statutory sum of €40, as compensation for recovery costs.
Accepted means of payment:
- Wire transfers are preferred.
- Payment by credit card: a 5% processing fee will apply.
- Payment by foreign check (issued from a bank located outside of France): a 50€ fee will apply.
3. Deliveries/Delay in Delivery
All delivery times are estimates only, and in no event shall Argolight be liable for any delay in delivery or assume any liability in connection with shipment. Unless otherwise agreed to in writing by Argolight, all products shall be delivered FCA (Incoterms 2010) from Argolight main premises in Pessac, FRANCE (33600). Title to and risk of loss or damage to all or any portion of the Product shall pass to Buyer upon tender of the Product for delivery at Argolight’s plant point of shipment.
5. Limitation on Liability
To the extent not prohibited by applicable law:
IN NO CASE SHALL ARGOLIGHT BE LIABLE TO ANYONE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES FOR BREACH OF THIS OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED, OR UPON ANY OTHER BASIS OF LIABILITY WHATSOEVER, EVEN IF THE LOSS OR DAMAGE IS CAUSED BY ARGOLIGHT’S OWN NEGLIGENCE OR FAULT.
CONSEQUENTLY, ARGOLIGHT SHALL HAVE NO LIABILITY FOR ANY PERSONAL INJURY, PROPERTY DAMAGE OR OTHER LOSS BASED ON THE USE OF THE PRODUCT IN COMBINATION WITH OR INTEGRATED INTO ANY OTHER INSTRUMENT OR DEVICE. HOWEVER, IF ARGOLIGHT IS HELD LIABLE, WHETHER DIRECTLY OR INDIRECTLY, FOR ANY LOSS OR DAMAGE ARISING UNDER THIS LIMITED WARRANTY OR OTHERWISE, REGARDLESS OF CAUSE OR ORIGIN, ARGOLIGHT’S MAXIMUM LIABILITY SHALL NOT IN ANY CASE EXCEED THE PURCHASE PRICE OF THE PRODUCT WHICH SHALL BE THE COMPLETE AND EXCLUSIVE REMEDY AGAINST ARGOLIGHT.
6. Product Return/Repair Policy
A. Buyer will notify Argolight about the occurrence of defective or non-operational Product and request a “Return Authorization Number” (hereinafter referred to as “RMA#”) from Argolight for the items Buyer would like to return for repair or replacement by e-mail to the attention of the Customer Service Manager. This RMA# is to be used for all correspondence and shipping documents that relate to the Product.
B. Buyer will ship the defective or non-operational Product to Argolight. Buyer is responsible for shipping cost.
C. Upon receipt of the returned Product, Argolight will test the Product to verify the defective status of the component within the terms of the Limited Warranty and communicate such results to Buyer.
D. Argolight will either send a repaired or replacement Product after verifying that the Product returned under the RMA# is in fact defective within the terms of the Limited Warranty. Argolight is responsible for shipping costs of replacement Product to the Buyer.
7. Intellectual Property Rights
Any intellectual property rights on a worldwide basis, including, without limitation, patentable inventions (whether or not applied for), patents, patent rights, copyrights, work of authorship, moral rights, trademarks, service marks, trade names, trade dress trade secrets and all applications and registrations of all of the foregoing resulting from the performance of these Terms and Conditions of Sale that is conceived, developed, discovered or reduced to practice by Argolight, shall be the exclusive property of Argolight. Specifically, Argolight shall exclusively own all rights, title and interest (including, without limitation, all intellectual property rights throughout the world) in and to the Products and any and all inventions, works of authorship, layouts, know-how, ideas or information discovered, developed, made, conceived or reduced to practice, by Argolight, in the course of the performance of these Terms and Conditions of Sale.
A. Export Control Laws.
Buyer shall comply with all applicable laws, regulations and treaties relating to the sale and destination of the Products, including, without limitation, U.S. and European export control regulations. Buyer agrees not to sell any of the Products in any territory or country prohibited by applicable French laws and to obtain representations from its customers that they will not resell or transfer any of the Products to such countries or territories. Buyer will defend, indemnify and hold Argolight harmless for any damages or costs to Argolight arising from Buyer’s failure to comply with these terms.
B. UN Convention.
Buyer expressly agrees that the U.N. Convention on International Sale of Goods shall not apply.
These Terms and Conditions of Sale and the rights of Buyer hereunder may not be assigned in whole or in part without the prior written consent of Argolight.
If any provision of these Terms and Conditions of Sale is held invalid by any governing law or regulation or by any court having valid jurisdiction, such invalidity will not affect the enforceability of other provisions.
E. Governing Law/Entire Agreement.
Buyer acknowledges and agrees that these Terms and Conditions of Sale shall be governed by and construed in accordance with the laws of France.
These Terms and Conditions of Sale constitute the entire agreement between Buyer and Argolight with respect to Buyer’s purchase of the Products and supersedes all prior agreements and understandings with respect to such purchase and may not be changed or amended, or superseded by conflicting terms and conditions submitted by Buyer.
Prior to any legal action, the Parties will seek, in good faith, to settle amicably any dispute and/or disagreement that may arise over the validity, interpretation, enforcement, and non-performance of the agreement.
For this purpose, the more diligent Party will send a registered letter to the other Party with acknowledgement of receipt describing its grievances, arguments and claims.
Within a period of 15 days from the receipt of the letter referred to in the previous paragraph, the other Party will return a registered letter with acknowledgement of receipt describing its own grievances, arguments and claims.
If the dispute were to continue following this exchange of letters, the Parties will meet in a chosen location by mutual agreement and within the maximum period of fifteen (15) days from the receipt of the last letter referred to in the previous paragraph in order to reach an agreement.
What is covered:
This document describes the warranty conditions of the Argolight Product and supplants any other document regarding the warranty conditions (user guide, specification sheet, etc.) edited by Argolight prior this date.
Argolight warrants that all Product sold by Argolight will conform to the published specifications therefore and shall be free from defects in materials and workmanship under normal use, handling and service.
The warranty of the products is valid if the normal conditions of use are respected. These conditions can be found in the “general handling and care” section in the user guides of the Product. The user guides shall be deemed received and accepted if no claim is made by the Buyer to Argolight within one (1) month from the date the Product was delivered.
A. Fluorescent patterns
The patterns are positioned (170 ± 5) μm below the top surface of the glass, which optical flatness is typically 0.065 µm, on a plane which parallelism with respect to the bottom surface of the metal carrier is less or equal to 5 mrad.
The constituents within each individual pattern are positioned with a maximum relative error of ± 0.11 µm in XY and ± 0.15 µm in Z.
The intensity emitted by the patterns depends on the irradiation conditions: power density, illumination duration, excitation and emission wavelengths, zoom, etc.
Given the large range of possible irradiation conditions, Argolight cannot warranty an absolute intensity level of the fluorescence emitted by the patterns.
The intensity of the patterns may decrease. However, this decrease is transient. The fluorescence intensity recovers to its initial value after some time. The recovery time, i.e. the time it takes to the fluorescence intensity to get back to its initial value, depends on the irradiation conditions (power density, illumination duration, excitation and emission wavelengths, zoom, etc.). The recovery time can be from seconds to months, with typical values in the minutes range.
Given the large range of possible irradiation conditions, Argolight cannot provide recovery time values. However, Argolight warrants that the patterns will always remain fluorescent if the laser irradiance (peak or average) is kept below 50 GW.cm-2.
- Spectral features
The spectral features (excitation spectrum, emission spectrum and lifetime) of the patterns depend on the excitation and emission wavelengths, on the spatial scale at which they are measured, and on the illumination power density and duration.
Given the large range of possible irradiation conditions, Argolight only provides typical spectral features averaged on a scale of several micrometers, which are only valid for given excitation/emission conditions. Argolight does not warranty the accuracy of those s
- How long does the warranty last?
The warranty related to the fluorescent patterns is valid for the 3 years, from the date the Product was delivered.
B. Opto-electronics and control-electronics components
- Power sensor and control unit
Argolight warrants that all the opto-electronics and control-electronics components are free from any manufacturing defects and comply with the specifications provided in the user guide of the Product.
- How long does the warranty last?
The warranty related to the opto-electronics and control-electronics components is valid for one year, from the date the Product was delivered.
C. What is not covered by the warranty?
This warranty does not cover:
– the non-functional condition of the glass surface (for example, a scratch on a region of the glass surface which does not have fluorescent patterns below),
– the non-functional condition of the metal part surface (for example, a scratch on the surface which does not alter the parallelism or the flatness of the metal carrier),
– the effects and deteriorations linked to contact with water,
– the effects and deteriorations linked to any contact with acetone, ammonia or any other detergent, apart from alcohol or isopropanol intended for optical lens cleaning,
– the effects and deteriorations due to unusual physical, thermal, or illumination stress and excessive light flux, whose irradiance (peak or average) is above 50 GW.cm-2,
– the effects and deteriorations emerging from the use of the device with multiphoton imaging systems.
This limited warranty does not apply to products which are: (a) identified by Argolight as a pre-production product (alpha, beta or similar product) or a prototype; (b) special, modified or customized items meeting the specifications provided by the Buyer; (c) items repaired, modified or altered by any party other than Argolight; (d) items used in conjunction with equipment not provided by, or acknowledged as compatible by, Argolight.
To the extent the Product is incorporated into any other instrument or device, Argolight makes no representation with respect to the safety, efficacy, accuracy, reliability, use, or fitness for intended purpose of such integrated product. To the extent so incorporated into any other instrument or device, the Buyer hereby agrees to indemnify and hold Argolight harmless from any claims, suits, liabilities, losses, damages, expenses (including reasonable attorneys’ and experts’ fees and expenses) and costs arising from or relating to any defects in and/or the use of such integrated product, and/or the failure of such integrated product to comply with any applicable laws or regulations.
D. What will Argolight do in case of warranty claim?
Argolight will repair any product that proves to be defective as per the given specifications.
In the event repair is not possible, Argolight will replace the device with a new similar device or with equivalent capacities or refund the full purchase price of the device.
E. How to submit a warranty claim?
To submit a warranty claim, please refer to the “General Terms & Conditions of Sale”.
EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY SET FORTH ABOVE, ARGOLIGHT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS, AND EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Daybook software user license
Daybook software user license
ARGOLIGHT is société anonyme, organized under the laws of France, with a share capital of €uros 144,978, registered on the Trade and Companies Register of Bordeaux under N° 789 895 034, having its registered offices at Bâtiment Elnath, 11 Avenue Canteranne, 33600, Pessac, France (hereafter the « Company » and/or « ARGOLIGHT »).
ARGOLIGHT develops, publishes, and markets the DAYBOOK Software.
DAYBOOK Software is a computer software that allows ARGOLIGHT’s Clients to analyze Data produced, derived, and/or generated from the use of the Products marketed by ARGOLIGHT.
The purpose of this User’s License Agreement is to define the rights and obligations of the Parties under the granting by ARGOLIGHT of a right to use the DAYBOOK Software to the Client.
This License Agreement is an integral part of the Contract between ARGOLIGHT and the Client.
The Client declares and acknowledges that he has read all the terms and conditions of this License Agreement.
“Client” means any natural or legal person who has placed an Order with ARGOLIGHT.
“Order” means the Client’s order.
“Data” means all information and content produced, derived, and/or generated from the Client’s use of the Product(s) and the DAYBOOK Software.
“User’s License Agreement” means the present DAYBOOK Software user’s license agreement.
“DAYBOOK Software” means the DAYBOOK Software developed, published, and marketed by ARGOLIGHT.
“Product(s)” means all the hardware products marketed by the ARGOLIGHT, such as microscope slides, microplates, etc.
“ARGOLIGHT Website” means all websites and mobile sites, and their content, accessible at the address « https://argolight.com » as well as all URLs belonging to the domain name « argolight.com. »
“Third Party” means any natural or legal person other than ARGOLIGHT and/or the Client.
ARTICLE 1 INTRODUCTION
By placing an Order with ARGOLIGHT, the Client must first ensure that the potentialities and functionalities of the Product(s) and the DAYBOOK Software are in line with its expectations and needs.
By placing an order with ARGOLIGHT, the Client confirms that the potentialities and functionalities of the Product(s) and the DAYBOOK Software, corresponds to its expectations and needs, as of the date of the Order’s signature.
The Client represents and warrants that it has received from ARGOLIGHT all the useful, necessary, and sufficient advice and information (including technical information and price information).
The Client further states that it has the knowledge, skills, and resources, including human and technical resources, necessary for the use of the Product(s) and the DAYBOOK Software.
The Client is solely responsible for its decision to place an Order with the ARGOLIGHT.
The Client, after discussing with ARGOLIGHT about the potentialities and functionalities of the Product(s) and the DAYBOOK Software, has decided to place an Order with the ARGOLIGHT.
Any Order placed with ARGOLIGHT implies full and unconditional acceptance of the terms and conditions of this User’s License Agreement.
Any installation and/or use, in any way and in any capacity, of the DAYBOOK Software by the Client, implies full and unconditional acceptance of the terms and conditions of this License Agreement.
The Preamble and Definitions are an integral part of this User’s License Agreement.
ARTICLE 2 CONTRACTUAL DOCUMENTS
The Contract comprises the following documents in descending hierarchical order:
- The Order signed by the Client;
- ARGOLIGHT’s pricing conditions;
- ARGOLIGHT’s General Terms & Conditions of Sale and the present DAYBOOK Software User’s License Agreement;
The documents listed above constitute the entire agreement between the Parties (i.e. the Contract), with respect to the purpose of the Contract and replace and cancel all statements, negotiations, commitments, oral or written communications, acceptances, and prior agreements between the Parties, relating to the same purpose.
In the event of contradiction between several documents, the document of superior rank will prevail over the document of lower rank, so that the particular provisions prevail over the general provisions.
The Contract prevails over any other document, including any general terms of purchase of the Client.
Any reference to a document, rule, legislative provision, code, or other document involves any modification or update of that document, rule, legislative provision, or code.
ARTICLE 3 PRESENTATION OF THE DAYBOOK SOFTWARE
The DAYBOOK Software allows the Client to analyze Data produced, derived, and/or generated from the use of the Products marketed by ARGOLIGHT.
The DAYBOOK Software’s functionalities are presented on the ARGOLIGHT Website as well as on the documentation that has been addressed to the Client prior to its Order.
The DAYBOOK Software is addressed by ARGOLIGHT to the Client, either via a link or via a CD-ROM.
The access and the use of certain functionalities of the DAYBOOK Software are however not free of charge and must be subject to one (or several) subscription(s) with ARGOLIGHT.
Therefore, the Client accepts and acknowledges that:
- ARGOLIGHT provide its Clients, free of charge, under the terms of this User’s License Agreement and for an indefinite period, with a number of functionalities of the DAYBOOK Software.
The Client accepts and acknowledges that he has become aware of the functionalities of the DAYBOOK Software made available free of charge by ARGOLIGHT following the purchase of any Product from ARGOLIGHT.
- the use of certain functionalities of the DAYBOOK Software are not free of charge.
The Client accepts and acknowledges that he has become aware of the functionalities of the DAYBOOK Software that are not free of charge and whose access and use are conditional on the Client’s subscription to one (or several) subscription(s) with ARGOLIGHT.
ARTICLE 4 SUBSCRIPTION(S) AND PRICE(S)
4.1 As regards to its free of charge functionalities, the DAYBOOK Software is made available to the Client through Argolight’s Website. The provision of the free functionalities of the DAYBOOK Software by ARGOLIGHT and the use of those functionalities by its Clients are not subject to any subscription. The use of the DAYBOOK Software is governed by the terms and conditions of this User’s License Agreement. ARGOLIGHT calls the Client’s attention on, which accepts, the fact that DAYBOOK Software can only be installed and used on one system (or computer).
4.2 The installation and the use of certain functionalities of the DAYBOOK Software is conditional on one (or more) subscription(s) with ARGOLIGHT, according to the terms and conditions of this User’s License Agreement and according to ARGOLIGHT’s pricing conditions. For the purposes of this User’s License Agreement, it is specified that the Client will have to subscribe to as many additional subscriptions as he wishes, to benefit from the paid-for functionalities of the DAYBOOK Software, by system (or computer).
4.3 The price of each subscription proposed by ARGOLIGHT is mentioned in the pricing conditions that have been previously addressed by ARGOLIGHT to the Client, at the request of the Client. The price(s) of the subscription(s) selected by the Client is (are) indicated on the Order that ARGOLIGHT addresses to the Client.
The price of one (or more) subscription(s) selected by the Client is payable in €uros, directly to ARGOLIGHT at the time of the Order, according to the terms and conditions of ARGOLIGHT’s General Terms of Sale.
In the event of the renewal of one (or more) subscription(s), the cost of each subscription is payable and due for payment, in advance at the Contract anniversary date, for the entire renewed period.
4.4 The subscription(s) selected by the Client, and its (their) price(s), appear(s) on the Client’s signed Order (hereafter the “Subscription”).
ARTICLE 5 DURATION OF THE USER’S LICENSE AGREEMENT
The User’s License Agreement takes effect on the date of the returned Order, signed by the Client.
The User’s License Agreement to use the DAYBOOK software functionalities that are made available by ARGOLIGHT to the Client free of charge, is granted for an indefinite period.
The User’s License Agreement to use the DAYBOOK Software paid-for functionalities is granted by ARGOLIGHT to the Client for one (1) year from the date of its Order (hereafter the “Initial Period”).
The User’s License Agreement to use the DAYBOOK Software’s paid-for functionalities is automatically renewed for the same duration of time (i.e. one (1) year) at the end of the Initial Period (hereafter the “Renewed Period”) and at the end of each Renewed Period.
The User’s License Agreement to use the DAYBOOK Software’s paid-for functionalities may be denounced by the Client subject to a thirty (30) days’ notice prior to its anniversary, by sending a letter or email notification to ARGOLIGHT (see Article 11 below). The anniversary date of this User’s License Agreement shall mean the date of the Client’s Order.
At the end of the term, the Client can no longer use any of the paid-for functionalities of the DAYBOOK Software to which he has subscribed in his Subscription. The Client will, if necessary, subscribe to a new subscription with ARGOLIGHT under the pricing conditions then in force.
ARTICLE 6 DAYBOOK SOFTWARE INSTALLATION
DAYBOOK Software is a computer software.
To install DAYBOOK Software, access it, and use it, the Client must have the necessary hardware and computer equipment (computer, updated software, etc.).
ARGOLIGHT does not provide the Client with any material and/or immaterial resources, including telephone system, terminal equipment, software, to connect to the DAYBOOK Software, other than those possibly covered in the Client’s Order. All possible costs of telephone connections and Internet access, of any kind, are borne by the Client. The Client accepts and acknowledges that it has all the resources necessary to use the DAYBOOK Software.
The Client ensures and guarantees to ARGOLIGHT that it will not hold ARGOLIGHT responsible for the unavailability, interruption and/or malfunction of the DAYBOOK Software, for a fact which ARGOLIGHT would not be the originator (for example, obsolescence of the Client’s computer equipment).
ARGOLIGHT retains the right to interrupt the access to a Client to all or part of the DAYBOOK Software or some of its functionalities, for technical reasons and/or in order to upgrade the DAYBOOK Software and/or some of its functionalities. In this regard, it is reminded to the Client, who accepts it, that ARGOLIGHT can modify the DAYBOOK Software and all or part of its functionalities at any time, without any notice. In the event that ARGOLIGHT should make interventions on the DAYBOOK Software, in particular in order to develop some of its functionalities, ARGOLIGHT will make sure to notify its Client beforehand and/or to put its Client in a position to update the DAYBOOK Software as soon as possible. ARGOLIGHT is in no way responsible for any consequences that could result from these updates, particularly with respect to Client Data. The Client accepts and acknowledges that the interventions of ARGOLIGHT are necessary to ensure, among other things, the quality of the services it offers to its customers.
ARTICLE 7 RIGHT TO USE THE DAYBOOK SOFTWARE LICENSED BY ARGOLIGHT
During the term of the User’s License Agreement, ARGOLIGHT grants the Client the right to use the DAYBOOK Software and the functionalities included in the Subscription it has selected, in consideration of the payment by the Client of the subscription price for the paid-for functionalities of the DAYBOOK Software.
The right to use the software that is granted by the ARGOLIGHT to the Client under this User’s License Agreement includes the right to use certain functionalities of the DAYBOOK Software, depending on the Subscription of the Client.
The Client accepts and acknowledges that the right to use the DAYBOOK Software granted by ARGOLIGHT under this User’s License Agreement is strictly limited to a right to use, and cannot in any way include another right, including a right to market, a right to reproduce, a right to adapt or a right to distribute all or part of the DAYBOOK Software, its structural elements, its content and/or its functionalities. The Client accepts and acknowledges that this User’s License Agreement cannot in any way be construed as conferring any right other than the right to use during the duration of the Subscription selected by the Client.
The right to use the DAYBOOK Software and the functionalities selected by the Client is not granted exclusively to the Client, ARGOLIGHT therefore retains the right to grant as many similar license(s) to use the DAYBOOK Software as it wishes.
The right to use that is granted to the Client by ARGOLIGHT is non-transferable.
The DAYBOOK Software must be used in accordance with the terms of the Contract (including this User’s License Agreement) as well as the instructions that may be communicated ARGOLIGHT to the Client.
The Client ensures and guarantees to ARGOLIGHT that it will use the DAYBOOK Software in accordance with the terms of the Contract and in compliance with applicable law and regulations.
The Client ensures and guarantees to ARGOLIGHT that it will not communicate and/or give access to any Third Party to all or part of the DAYBOOK Software. More generally, the Client ensures and guarantees to ARGOLIGHT that it will not communicate and/or transmit to any Third Party, in any way and on any medium, any of the information and/or documents that will be communicated to it and/or transmitted by ARGOLIGHT as part of the User’s License Agreement, including the DAYBOOK Software.
The Client accepts and acknowledges that any use of the DAYBOOK Software (including the functionalities made available by ARGOLIGHT) that does not comply directly or indirectly with the terms of the Contract and/or the legal and regulatory provisions, is likely to incur its liability.
More generally, any use of the DAYBOOK Software for purposes other than those agreed in the Contract and not expressly authorized by ARGOLIGHT is likely to incur the Client’s liability.
ARTICLE 8 INTELLECTUAL PROPERTY
8.1 The trademark “ARGOLIGHT” is a registered trademark.
Any full or partial reproduction of this trademark and/or its distinctive logos and signs, without the written approval of the Company is prohibited, and constitutes an infringement subject to criminal sanctions. The offender is subject to civil and criminal penalties, including penalties under Articles L. 335-2 and L. 343-1 of the Intellectual Property Code (Code de la propriété intellectuelle).
8.2 ARGOLIGHT owns all rights, including intellectual property rights, relating to all the structural elements and contents of the DAYBOOK Software and, more generally, the DAYBOOK Software. ARGOLIGHT owns the rights to commercially exploit the DAYBOOK Software and to do any IT development it wishes in the future.
All intellectual creations of the Company, including the DAYBOOK Software, are protected by copyright law, trademark law, patent law, database sui generis rights and image rights, worldwide.
ARGOLIGHT retains all rights, of any kind, that are not expressly granted under the License Agreement
It is strictly forbidden to modify, adapt, translate, decompile, or make a copy, in any way, of the DAYBOOK Software.
8.3 The Client accepts and acknowledges that the right to use the DAYBOOK Software granted by ARGOLIGHT (see Article 7 above) does not confer any property rights, including intellectual rights, relating to the DAYBOOK Software and/or any of its structural elements and content, regardless of their nature. Therefore, the acceptance of this User’s License Agreement does not imply and/or cannot be construed as a transfer, transmission and/or authorization to exploit, reproduce, adapt and/or disseminate, in any way and/or in any capacity, all or part of the elements of structure and contents of The DAYBOOK Software, and more generally, all or part of the DAYBOOK Software.
Therefore, the Client accepts and acknowledges that any exploitation, reproduction, representation, publication, transmission or modification of any kind, of the DAYBOOK Software, its elements and/or its contents, or the creations of the Company, whatever it may be, made without the express, written and prior consent of ARGOLIGHT, is illegal.
More generally, the Client refrains from proceeding and/or contributing, directly or indirectly, to the performance of any act which may infringe (particularly under the provisions of the Intellectual Property Code), in any way, directly and/or indirectly, the rights owned and/or held by ARGOLIGHT and which are directly or indirectly related to the DAYBOOK Software. The Client undertakes to comply with and to guarantee with these commitments for any potential users of the DAYBOOK Software.
8.4 Any breach of the Client’s obligations may result in the termination of the User’s License Agreement by ARGOLIGHT under the terms and conditions of Article 9 of this License Agreement.
The Client ensures and guarantees to the Company that it will use the DAYBOOK Software in accordance with the terms and conditions of this User’s License Agreement. In particular, the Client is committed to complying with applicable intellectual property law regulations.
ARTICLE 9 TERMINATION FOR BREACH BY THE CLIENT
This provision relates to the right for ARGOLIGHT to terminate the User’s License Agreement in the event of the Client’s breach in connection with the use of the DAYBOOK Software granted the Company.
For the purposes of this Article, shall be considered as a breach by the Client, any failure by Client to the following commitments:
- The Client’s use of DAYBOOK Software does not respect morality, public order, law, or regulations.
- The Client’s use of DAYBOOK Software does not respect the terms of the Contract (including this User’s License Agreement).
- The Client does not pay the subscription price, after reminder, stayed without effect, by ARGOLIGHT.
In the event of the Client’s failure to comply with any of the above, the Company will be entitled to terminate, via e-mail, the User’s License Agreement and to permanently suspend the right to use the DAYBOOK Software granted to the Client. This termination will take place on the working day following the receipt of the termination e-mail by the Client. No prior formal notice is required. For the purposes of the present User’s License Agreement, the Client is deemed to have received the termination email on the same day as it was sent by ARGOLIGHT.
In the event of termination for breach by the Client, the Client will remain liable for all sums owed to the Company under the Contract for the remaining period to be held. This penalty is not final and cannot be construed, under any circumstances, as a refusal by ARGOLIGHT to take legal action or exercise all means of recourse that it deems useful and necessary in order to obtain compensation for the damage caused by the Client. The Company will also be entitled to claim the Products ordered by the Client, at its exclusive expense and without refund from the Company.
ARTICLE 10 DOWNLOAD / DATA BACKUP
At any time in the course of executing this User’s License Agreement, the Client can download all or part of the Data produced, derived, and/or generated from its use of the Product(s) and the DAYBOOK Software.
The Data can be downloaded via an export file, the format of which is chosen by the Client.
The Data is and will remain the full property of the Client.
ARGOLIGHT does not have access, of any kind, to the Data.
The Company waives in advance any claim of any right relating to the Data that will be generated by the Client through the use of DAYBOOK Software.
However, ARGOLIGHT has access to the usage frequencies, and DAYBOOK Software functionalities used by the Client, to perform anonymized statistical analyses. These analyses remain the property of ARGOLIGHT.
In the event of termination of the User’s License Agreement, or non-renewal of this License Agreement by the Client, the Client is requested to file a backup and to download all of its Data as soon as possible, but no longer than five (5) working days from the termination or non-renewal of the User’s License Agreement.
The Client can contact the Company at any time if it encounters any difficulty regarding the download of the Data.
ARTICLE 11 CONTACT
ARGOLIGHT can be reached by the Client:
- by phone: + 33 (0)5 64 31 08 50;
- E-mail : firstname.lastname@example.org;
- by post: Bâtiment Elnath, 11 Avenue Canteranne, 33600, Pessac, France.
ARTICLE 12 GOVERNING LAW AND COMPETENT JURISDICTION
This User’s License Agreement shall be governed and construed in accordance with French Law.
Prior to any legal action, the Parties will seek, in good faith, to settle amicably any dispute and/or disagreement that may arise over the validity, interpretation, enforcement, and non-performance of the Contract.
For this purpose, the more diligent Party will send a registered letter to the other Party with acknowledgement of receipt describing its grievances, arguments, and claims.
Within a period of 15 days from the receipt of the letter referred to in the previous paragraph, the other Party will return a registered letter with acknowledgement of receipt describing its own grievances, arguments, and claims.
If the dispute were to continue following this exchange of letters, the Parties will meet in a chosen location by mutual agreement and within the maximum period of fifteen (15) days from the receipt of the last letter referred to in the previous paragraph in order to reach an agreement.
If no agreement is reached at the end of this meeting, the Parties will regain their freedom to take legal action to preserve their rights and interests.
Any dispute concerning the validity, performance and/or interpretation of this User’s License Agreement will exclusively be referred, in the absence of an amicable agreement, to the competent courts located within the jurisdiction of the Court of Appeal of Bordeaux, notwithstanding plurality of defenders and/or guaranteed appeal or emergency proceedings.
Revised May 2020