General Terms & Conditions of Sale

Warranty for product purchased after the 1st of May 2020 – For previously purchased product see at the end of the document.

A. What is covered by the warranty?

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 to this date.

Argolight warrants that all Products sold by Argolight will conform to the published specifications and shall be free from defects in materials and workmanship under normal use, handling, and service. The resulting values obtained through patterns analysis are not warranted as they depend on too many external parameters within the acquisition and analysis process.

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.

 

I. Fluorescent patterns

1. Positioning

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.

• For all the patterns except the target: 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.

• For the target patterns (TAR-AG3-O1-D650P25D12.5 / TAR-AG3-O1-D240P10): The cross and the concentric circles are positioned with a maximum relative error of ± 0.11 μm in XY and ± 2.00 μm in Z.

2. Intensity

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.

3. Photo-stability

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 for 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, to years, 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, albeit not at the same intensity if the laser irradiance (peak or average) is kept below 50 GW.cm^-2.

4. 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 spectral features.

5. Additional criteria for specific patterns

• The “field of rings” patterns (FOR-AG3-O2-L2600S50 / FOR-AG3-O1-L660S15 / FOR-AG3-O1-L100S5) is within the accepted criterium defined by Argolight’s inspection protocols, both for intensity and position distribution.
• The “intensity gradation” patterns (4X4IG-AG3-O2-L100S30 /4X4IG-AG3-O1-L8.5S5 / 4X4IG-AG3-O1-L6S4 / 2X16IG-AG3-O2-L100S30 / 2X16IG-AG3-O1-L8.5S5 / 2X16IG-AG3-O1-L6S4) are within the accepted criteria defined by Argolight’s inspection protocols, both for intensity and linearity.
• For the “gradually spaced lines” patterns of the Argo-HM model (GSLx-AG3-O1-L50-F100L700S50, where x stands for D, H, A, or V), the measured line spacings are within the acceptance tunnel, e. the specified line spacings ± 0.110 μm, and the spacing step, i.e. the slope of the linear regression curve, is within (0.050 ± 0.010) μm.
• For the “gradually spaced lines” patterns of the Argo-SIM model (GSLx-AG3-O1-L36-F0L390S30, where x stands for D, H, A, or V), the measured line spacings are within the acceptance tunnel, e. the specified line spacings ± 0.110 μm, and the spacing step, i.e. the slope of the linear regression curve, is within (0.030 ± 0.010) μm.
• The other patterns are free of defects with unaltered integrity.

6. How long does the warranty last?

The warranty related to the fluorescent patterns is valid for the lifetime of the Product, from the date the Product.

 

II. Metal mount

1. Dimensions

The dimensions of the mount for the standard “Argo-“ and “Argo-POWER” range of products are (75.0 ±0/-0.1) mm ×  (25.0 ±0/-0.1) mm.

2. Parallelism

The parallelism between the top and bottom surfaces of the mount is less than or equal to 10 μm. The parallelism between the top and bottom surfaces of the glass is less than or equal to 1 μm.

The parallelism between the glass top surface and the bottom mount surface is less than or equal to 5 mrad (for upright microscope use). The parallelism between the glass top surface and the top mount surface is less than or equal to 5 mrad (for inverted microscope use).

 

III. Opto-electronics and control-electronics components

1. 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.

2. 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.

 

B. What is not covered by the warranty?

This warranty does not cover:

– the wear and tear of the slide due to normal usage after delivery. it includes but is not limited to scratches, impacts, modification of the esthetics of the slide that does not impact its usage…

– the chemical stability of the glue used to hold the glass (we provide a paid service of certified re-gluing of the glass).

– the non-functional condition of the glass surface (for example, a scratch on a region of the glass surface that does not have fluorescent patterns below),

– the non-functional condition of the metal part surface (for example, a scratch on the surface that 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 that 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 the 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.

 

C. What will Argolight do in case of a warranty claim?

Argolight will repair any product under active warranty 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.

 D. 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.

 

For products purchased between 1/01/2019 and 01/05/2020 : see here

Warranty is expired for products purchased before 31/12/2018 

 

 

Daybook software user license agreement
PREAMBLE

ARGOLIGHT is a société par actions simplifiée (SAS), organized under the laws of France, with a share capital of €uros 162,170, 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 and manage 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 and unconditionally accepts all the terms and conditions of this User’s License Agreement.

DEFINITIONS

“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 ».

“Client” means any natural or legal person who has placed an Order with ARGOLIGHT.

“Data” means all information and content produced and/or generated from the Client’s use of the Product(s) and the Software. Data include (i) measurement or analysis data as produced and/or generated by the use of the Product(s) and the Software themselves (such as usage frequencies of the Software, the nature of the Software functionalities used by the Client, Imaging Systems performance data) and (ii) data relating to the hardware used by the Client,.

“DAYBOOK Software” means the DAYBOOK Software developed, published, and marketed by ARGOLIGHT.

“Documentation” means the user documentation provided by ARGOLIGHT prior to the Client’s Order regarding the use or necessary technical information of the DAYBOOK Software.

“License” means the license(s) purchased by the Client through an Order to use the DAYBOOK Software.

“Order” means the Client’s order to purchase one or several License(s).

“Personal Data” Means any information relating to an identified or identifiable natural person.

“Product(s)” means all the hardware products marketed by ARGOLIGHT, such as microscope slides, microplates, etc.

“Statistical Data” means the Data which are anonymized and used by ARGOLIGHT to realize performance evolution and improve DAYBOOK Software and Products through machine learning. ARGOLIGHT is the sole owner of these Statistical Data.

“Third Party” means any natural or legal person other than ARGOLIGHT and/or the Client.

“User’s License Agreement” means the present DAYBOOK Software user’s license agreement.

 

ARTICLE 1              INTRODUCTION

Prior to proceeding with 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.

The Client represents and warrants that he has received from ARGOLIGHT all the useful, necessary and sufficient advice and information as to the Product(s) and the DAYBOOK Software (including, but not limited to, technical information and price information). Except in the case of a trial period, the access and the use of the DAYBOOK Software are chargeable and are subject to the purchase of one (or several) License(s) from ARGOLIGHT.

The Client further states that he has the knowledge, skills, and resources, including human and technical resources, necessary for the use of the Product(s) and the DAYBOOK Software, as mentioned in the Documentation.

The Client is solely responsible for its decision to place an Order with ARGOLIGHT.

The Client, after discussing with ARGOLIGHT the potentialities and functionalities of the Product(s) and the DAYBOOK Software, has decided to place an Order with ARGOLIGHT.

The Preamble and Definitions are an integral part of this User’s License Agreement.

 

ARTICLE 2              ACCEPTANCE OF THE USER’S LICENSE AGREEMENT

User’s License Agreement is deemed accepted when either:

• The Client places an Order with ARGOLIGHT thereby confirming and acknowledging that the potentialities and functionalities of the Product(s) and the DAYBOOK Software correspond to its expectations and needs; or
• The Client installs and/or uses the DAYBOOK Software during a free trial.

 

ARTICLE 3              CONTRACTUAL DOCUMENTS

The Contract comprises the following documents in descending hierarchical order:

• The Order signed by the Client (if any);
• ARGOLIGHT’s pricing conditions (if any);
• 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 4              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.

Except in the case of a trial period, the access and the use of the DAYBOOK Software are chargeable and are subject to the purchase of one (or several) License(s) from ARGOLIGHT.

ARTICLE 5              SUBSCRIPTION(S) AND PRICE(S)

5.1          The DAYBOOK Software is made available to the Client upon placing an Order with ARGOLIGHT or during the trial period of one (1) month.

5.2          For the purposes of this User’s License Agreement, it is specified that the Client will have to purchase as many additional Licenses as he needs to benefit from the functionalities of the DAYBOOK Software.

5.3          The price of each License 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 or as stated on the ARGOLIGHT Website. The number of License(s) and (their) price(s) are (are) indicated on the quote that ARGOLIGHT addresses to the Client.

ARTICLE 6        DURATION OF THE LICENSE AND THE USER’S LICENSE AGREEMENT

6.1 Free trial period

The User’s License Agreement takes effect as soon as the Client installs the DAYBOOK Software.

The right to use the DAYBOOK Software is granted for the duration of the free trial period.

At the end of the trial period, the Client can no longer use the DAYBOOK Software.

 

6.2 Duration of the License (chargeable)

The User’s License Agreement takes effect as soon as the Client subscribes to a License, i.e. the date of the Order.

The License to use the DAYBOOK Software is granted by ARGOLIGHT to the Client for the duration indicated on the Order (hereafter the “Initial Period”).

At the end of the Initial Period, the Client can no longer use the DAYBOOK Software. ARGOLIGHT will notify the Client 30 days before the expiration of its License. The Client will then, if necessary, purchase a new License with ARGOLIGHT under the pricing conditions then in force.

ARTICLE 7              ACCESS TO THE DAYBOOK SOFTWARE

DAYBOOK Software is a computer software.

In order to install DAYBOOK Software, access it, and use it, the Client must have the necessary hardware and computer equipment (computer, updated software, etc.) as mentioned in the Documentation.

The Client can access the DAYBOOK Software by downloading it from the ARGOLIGHT Website

In order to use the DAYBOOK Software, the Client must create an account directly from the DAYBOOK Software or the ARGOLIGHT Website.

To access the full functionalities of the DAYBOOK Software, the Client enters its License number. In case of a trial, a trial license number will be provided by ARGOLIGHT upon the Client’s request.

At the end of the trial period, the Client will no longer be able to use the DAYBOOK Software without subscribing to a License.

 

ARTICLE 8        WARRANTIES AND DISCLAIMER

ARGOLIGHT does not provide the Client with any material and/or immaterial resources, including telephone system, terminal equipment, or software, in order 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 or event for which ARGOLIGHT would not be the originator (for example, obsolescence of the Client’s computer equipment or an internet breakdown).

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 Data. The Client accepts and acknowledges that the interventions of ARGOLIGHT are necessary in order to ensure, among other things, the quality of the services it offers to its customers.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ARGOLIGHT (INCLUDING ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, AND SUCCESSORS) BE LIABLE TO THE CLIENT FOR ANY SPECIAL, INDIRECT, NON-COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, STATUTORY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE RELATED TO LOSS OR PRIVACY OF DATA OR PROGRAMS, BUSINESS INTERRUPTIONS, OR LOST PROFITS OR REVENUE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE, EVEN IF ARGOLIGHT IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. BECAUSE SOME STATES OR COUNTRY DO NOT ALLOW THE EXCLUSION OF THE FOREGOING DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO THE CLIENT.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL ARGOLIGHT (INCLUDING ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, AND SUCCESSORS) BE LIABLE TO THE CLIENT IN RELATION TO THE DAYBOOK SOFTWARE, DOCUMENTATION, OR THIS AGREEMENT IN AN AGGREGATE AMOUNT EQUAL TO THE AMOUNT OF FEES PAID BY THE CLIENT DURING THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

 

ARTICLE 9              RIGHT TO USE THE DAYBOOK SOFTWARE

ARGOLIGHT grants the Client, for the term of the User’s License Agreement or the trial period, a limited, non-exclusive, worldwide, non-transferable right to download, install, perform, display, reproduce (solely to make a backup copy) and use the DAYBOOK Software for the sole and limited purpose of Client’s operations.

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 the DAYBOOK Software during the duration of the License. These rights are 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 DAYBOOK Software must be used in accordance with the terms of the Contract (including this User’s License Agreement) as well as the instructions and Documentation that may be communicated by ARGOLIGHT to the Client and in compliance with applicable law and regulations.

The Client shall not:

(i)            modify, translate, reverse engineer, decompile, disassemble, make derivative works of, attempt to reconstruct, identify or otherwise derive any source code underlying ideas, underlying user interface techniques or algorithms of the DAYBOOK Software or Documentation, in whole or in part, by any means whatever, or disclose any of the foregoing, except as specifically authorized in this User’s License Agreement;

(ii)           create, develop, license, install, use, or deploy any software or services to circumvent, enable, modify, or provide access, permissions, or rights which violate the technical restrictions of the DAYBOOK Software;

(iii)          extract all or part of ARGOLIGHT’s database;

(iv)          use the DAYBOOK Software for development or any other non-intended purpose;

(v)           license, sell, resell, rent, lease, or otherwise distribute the DAYBOOK Software or Documentation as well as ARGOLIGHT’s database, in whole or in part;

(vi)          assign, sublicense, rent, or otherwise transfer access and use rights to the DAYBOOK Software under this Agreement without the prior written approval of ARGOLIGHT;

(vii)         copy, reproduce, republish, upload, post, or transmit the DAYBOOK Software or its Documentation as well as ARGOLIGHT’s database;

(viii)        Hack into the computer system or SaaS Services of ARGOLIGHT, of a third-party using SaaS Services or any activity aimed to harm, control, interfere or intercept all or part of ARGOLIGHT or of a Third Party’s computer system, violating its integrity or its security;

(ix)          Assisting or encouraging, in any manner or form whatsoever, the carrying out of one or several of the actions or activities described above.

The Client ensures and guarantees to ARGOLIGHT that he 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 he 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 him 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 granted in the Contract and not expressly authorized by ARGOLIGHT is likely to incur the Client’s liability.

ARTICLE 10            INTELLECTUAL PROPERTY

10.1        Trademarks “ARGOLIGHT” and “ARGOGLASS” are registered trademarks.

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.

 

10.2 The Client acknowledges and recognizes that :

–              ARGOLIGHT’s databases constitute intellectual creations which are protected by copyright under article L.112-3 of the French Intellectual Property Code, regarding the choice and arrangement of their contents, and over which ARGOLIGHT holds all intellectual property rights.

–              ARGOLIGHT is a “database producer” within the meaning of Article L.341-1 of the French Intellectual Property Code and is protected by sui generis protection prohibiting the extraction and/or re-use of all or part of its database.

10.3      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 (Information Technology) 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 User’s License Agreement.

10.4        The Client accepts and acknowledges that the right to use the DAYBOOK Software granted by ARGOLIGHT (see Article 9 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.

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).

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 these commitments for any potential users of the DAYBOOK Software.

10.5        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 11 of this License Agreement.

ARTICLE 11            TERMINATION 

11.1        Termination for breach

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 by the Company.

For the purposes of this Article, shall be considered as a breach by the Client, any failure by the 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);
• 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 or recorded letter, 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.

11.2        Consequences of Termination

Upon termination of the License or the trial period for any reason, access to the functionalities of the DAYBOOK Software will be terminated.

The Client can download its Data within twelve (12) months following the termination of the License. After this period, and in the absence of renewal of the license(s), the Data of the Client will be deleted from ARGOLIGHT’s online servers.

The Client can contact the Company at any time if he encounters any difficulty regarding the download of its Data.

ARTICLE 12            DATA

12.1        The Client grants to ARGOLIGHT a non-exclusive right to use and anonymize the Data for the duration of intellectual property rights and the world.

12.2        At any time during the term of its License and within twelve (12) months following the termination of the License, the Client can download all or part of the Data. These Data can only be used with the DAYBOOK Software.

The Data can be downloaded via an export file, via the suggested format within the DAYBOOK Software (.xls, .pdf, .txt or .json depending on the type of data)

12.3        Statistical Data are anonymous so that ARGOLIGHT is not able to know the Client’s primary purpose of the use of the Product(s) and of the DAYBOOK Software.

The Client acknowledges and specifically agrees that Statistical Data are the property of ARGOLIGHT and that ARGOLIGHT can perform “machine learning” on the DAYBOOK Software or the Product, or more generally can develop and train artificial intelligence, to produce, reproduce, simulate, in whole or in part, in an identical or similar or modified manner, the Statistical Data.

The Client waives in advance any right relating to the treatment of (i) Data and (ii) Statistical Data, that will be generated by its use of the DAYBOOK Software and/or of the Product.

ARTICLE 13     PERSONAL DATA

13.1 ARGOLIGHT and the Client each undertake, as far as they are concerned, to comply with the regulations applicable to Personal Data and in particular with law no. 78-17 of January 6, 1978 “Loi Informatique et Libertés” as amended, and the provisions of EU Regulation no. 2016/679 of April 27, 2016 (“GDPR”), together “Applicable Regulations”.

ARGOLIGHT acts as Data controller and carries out Personal Data processing operations as follows:

• Personal Data

ARGOLIGHT collects Personal Data in relation to the Client: last name, first name, address, phone number, e-mail, IP address, mac address, Windows version, company, license number, username, contact (telephone number)

• Purpose of the processing

ARGOLIGHT collects Personal Data in relation to the Client for the purposes of tracking, managing, and monitoring subscriptions and access to its DAYBOOK Software, in particular but also to ensure the management, support, invoicing, and monitoring of services in general.

• Duration of the storage

.As long as the license is active, Personal Data will be kept. If no license is active, Personal Data will be erased after one year.

• Processing of Personal Data

13.2 In the course of performing its obligations under this User’s License Agreement, ARGOLIGHT may process Personal Data under the User’s License Agreement in full compliance with the instructions provided by the Client and with any Applicable Regulations.

In that context, ARGOLIGHT shall:

• process Personal Data exclusively for the purpose of this User’s License Agreement;
• have in place appropriate technical and organizational measures to protect the Personal Data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, and which provide a level of security appropriate to the risk represented by the processing and the nature of the data to be protected;
• in the event of a transfer of Personal Data to any sub-contractor, ARGOLIGHT will execute a contract with such subcontractor to agree and establish all technical and organizational measures to be taken to protect Personal Data;
• not cause any cross-border transfer of Personal Data from a country situated in the European Economic Area to any country situated outside the European Economic Area which is not deemed to have an adequate level of protection of Personal Data according to the European Commission.

Should this be the case, ARGOLIGHT shall put in place all safeguards as required under all Applicable Regulations and in particular shall enter into the standard contractual clauses as adopted by EC on 4 June 2021;

• report to the Client all incidents without undue delay that may imply a data security breach or the Applicable Regulations have been infringed;
• return or destroy all Personal Data upon request from Client;
• keep a record of any data processing of the Client’s Personal Data.

The Client acknowledges that its Personal Data are hosted by MongoDB Atlas within the European Union and are fully encrypted.

• Rights of the Client

In accordance with the Applicable Regulations, the Client has a right to access, query, modify, and delete information which concerns the Client, as well as the right to give instructions on the fate of its data after its death. The Client may exercise these rights at any time with ARGOLIGHT by addressing a request:

– by post to the following address: ARGOLIGHT 11 Avenue de Canteranne, Bat Elnath, 33600 Pessac, France.

– or by e-mail to the following address mail to: contact@argolight.com

For security reasons and in order to avoid fraudulent requests, the Client may be required to provide proof of identity and/or entitlement to represent an employee or subcontractor. Once the request has been processed, these documents will be destroyed.

If, after contacting us, the Client considers that its rights under the Applicable Regulations have not been respected, the Client may lodge a complaint before the French data protection authority CNIL (www.cnil.fr).

ARTICLE 14     AUDIT

ARGOLIGHT reserves the right to audit the Client at its own expense, subject to fourteen (14) calendar days’ notice, in order to verify the compliance of the use of the DAYBOOK Software with the License and the Contract.

Any audit may be carried out by ARGOLIGHT or a third-party company appointed by ARGOLIGHT.

The Client undertakes to provide all useful documents and to allow access to its premises and/or computer systems. The Client undertakes to cooperate in good faith with ARGOLIGHT and/or the third-party company commissioned in order to facilitate the audit by providing all necessary information and responding to all requests relating to the audit.

ARGOLIGHT will communicate the results of the audit to the Client, who will have a period of fourteen (14) days in which to make any observations in writing. If the result of the audit reveals a deviation from the Client’s contractual commitments, ARGOLIGHT may terminate the Contract for breach immediately and without notice by registered letter with acknowledgment of receipt. ARGOLIGHT will invoice the Client in the event of a discrepancy between the purchased Licence and the actual use of the DAYBOOK Software.

ARTICLE 15            CONTACT

ARGOLIGHT can be reached by the Client:

• by phone: + 33 (0)5 64 310 850;
• by e-mail: contact@argolight.com;
• by post: Bâtiment Elnath, 11 Avenue Canteranne, 33600, Pessac, France.

ARTICLE 16    FORCE MAJEURE

Neither the Client nor ARGOLIGHT shall be liable in the failure to comply with any provision of this User’s License Agreement due to an act, event, or circumstance beyond their reasonable control, according to article 1218 of the French Code civil and recognized by case law.

ARTICLE 17     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 acknowledgment of receipt describing its grievances, arguments, and claims.

Within a period of fifteen (15) days from the receipt of the letter referred to in the previous paragraph, the other Party will return a registered letter with acknowledgment 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 in order to preserve their rights and interests.

Any dispute concerning the validity, performance and/or interpretation, termination of this User’s License Agreement will exclusively be referred, in the absence of an amicable agreement, to the competent courts located within the competent jurisdictions located in the city of Bordeaux, France, notwithstanding plurality of defenders and/or guaranteed appeal or emergency proceedings.