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EULA - HITIPanel


END USER LICENSE AGREEMENT (EULA) 

Version: April 2021

DISCLAIMER:

THE SOFTWARE HITIPANEL ALLOWS YOU TO CONTROL MACHINE AND PROCESS.

THE CONTROL THE SOFTWARE PROVIDES YOU WITH IS UNDER YOUR SOLE RESPONSIBILITY, AS WELL AS THE CONTROL OF THE DEVICES WHILE USING THE SOFTWARE.

CAREFULLY READ THIS AGREEMENT BEFORE CONTINUING WITH THIS PROGRAM INSTALL AND USE:

This End User License Agreement ("Agreement") is a legal agreement between You (either an individual or an entity) and TAHITI ROBOTICS SARL ("Licensor"), a company registered in French Polynesia with its seat located at PK14.5 côté mer, servitude Goussaud, Pointe des pêcheurs, Punaauia, Tahiti, French Polynesia, in relation to your access to and use of the Software, object of this agreement. 

By clicking to agree, or installing, or using all or any portion of the Software, You accept all of the terms and conditions of this Agreement. You agree that this Agreement is enforceable like any written agreement signed by You. 

If You do not agree to all of the terms and conditions of this Agreement, do not install or use the Software. You will not be given access to the Software unless You entirely accept the terms of this Agreement. 

If You accept this Agreement on behalf of an entity, You represent and warrant that You have full legal authority to bind this entity to this Agreement.

Licensor is the sole and only owner of the Software. The Software has been registered before APP (French office program registration) and the US Copyright Office and is protected by intellectual property laws and treaties. 

1) DEFINITIONS

Capitalized terms not defined in context shall have the meanings assigned to them below: 

  • a) "Documentation": all printed, online or electronic documentation accompanying the Software, including but not limited to the User's Manual, any media and any video relative to the Software and provided by Licensor.
  • b) "License": rights granted to You by Licensor under the terms and conditions of this Agreement.
  • c) "License Fee" or “Fee”: fee to be paid by You to Licensor as consideration for the License granted under this Agreement and the right to use the Software. The amount of the License Fee will depend on the license option that You select and will be described on the Website.
  • d) "Software": any software that is licensed to You under this Agreement, which includes any other associated Software components, any data (e.g. files, data base materials), the Documentation, and all minor updates to the Software. 
  • e) "Taxes": any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever, but excluding taxes assessable against Licensor based on its income, property and employees.
  • f) "Website": Licensor or third-party online website where the Software is made available.
  • g) "You", “Your”: individual accepting this Agreement or the company or other legal entity for which such individual is accepting this Agreement.

2) LICENSE OPTIONS

Licensor offers multiple License options. Please refer to the Website for information concerning the features and License Fees.

3) GRANT OF RIGHTS AND RESTRICTIONS 

  • a) Grant of rights: The Software is licensed, not sold, by Licensor, to You, according to options You selected on the Website, for the term set forth in article 8, for the whole world and for the following uses described hereafter, against payment of a License Fee, set forth in article 9, and acceptance of this Agreement. New versions of the Software are not included in this License; You must subscribe a new license for the future versions of the Software.
  • b) Use and exploit: Licensor hereby grants to You a non-exclusive, worldwide, non-transferable right to install, use and exploit the Software on one single computer in Your possession.
  • c) Backup copy: You are authorized to copy the software but only for archival purposes on any media suitable for such purpose.
  • d) Storage: You are authorized to store the Software for Your use only. You shall completely delete the Software stored in data storage media, or memory devices, or data processing devices before such media or devices are destroyed, sold or otherwise passed on elsewhere or to any third part.
  • e) Rights assignment: The rights granted by this License shall not be assignable by You without Licensor's prior written consent. You may not sell, resell, license, sublicense, transfer, distribute, rent or lease the Software without Licensor's prior written consent.
  • f) Open source: You shall not use the Software (including any libraries) with copyleft open-source software or code in any way that could compromise or interfere with the Company’s property rights in or to the Software (including any libraries) or require the Company to disclose any source code.
  • g) Reverse engineering, modification and enhancement: Except to the extent such a restriction is unenforceable under local law, You may not reverse engineer, disassemble, decompile, convert, modify nor adapt the Software to another programming language, nor permit the same to any third-party. You may not modify, amend, improve, create a derivative work of the Software, nor permit the same to any third-party, without the prior written consent of the Licensor.
  • h) Commercial use: You cannot exploit the Software for commercial purposes without obtaining prior and written consent of Licensor.
  • i) All rights not expressly granted by Licensor in this Agreement are reserved. 

4) INTELLECTUAL PROPERTY 

  • a) Licensor remains the sole and only owner of the Software and retains all property, right, title, trademark, interest, know-how, including but not limited to all copyright, trade secret, and all other intellectual property rights in and to the Software and all its enhancements and modifications. No license is given to You under any patent or patent application of Licensor.
  • b) You shall leave unchanged and shall not remove any product identification and any notices of intellectual property rights, such as copyright, patent, trademark, attribution notices and other reservations of right in the Software, and You shall adopt such notices without change into any copies made by You of the Software in whole or in part.
  • c) Nothing in this Agreement gives You the right to use any of Licensor's trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.
  • d) You are expressly informed that the use, reproduction and distribution of any components of the Software which are under any license or open source software license are governed solely by the terms of that software license and not this Agreement.
  • e) The Software may contain code provided by third parties including but not limited to dynamic program libraries. You are expressly informed that such code is protected by third party’s intellectual property rights and license conditions and You commit to not use them without prior consent of the rights / copyrights holder.

5) SOFTWARE PROTECTION 

  • a) The Software is subject to a product activation process which is a "Protection" to prevent unauthorized use of the Software and to permit the licensed use of the Software. The Software can only be used continuously once the product activation process has been successfully completed.
  • b) In order to create license keys or other enabling mechanisms necessary for the completion of the product activation process, Licensor may request certain data from You. If You want to use the Software, You are obliged to answer Licensor's requests in due course. Licensor may also establish a direct connection between the computer system on which the Software is installed and a system operated by or on behalf of Licensor in order to exchange the necessary data for the product activation process.
  • c) You may not circumvent or attempt to circumvent the protection established by Licensor unless explicitly permitted by laws or mandatory legal provisions.

6) PRIVACY 

You may provide the Software with Your account information (login and password). The Software may only use that information to access Your data required for the use of the Software when, and for the limited purposes for which, You have given permission to do so. You may give permission to the Software to store that information securely on Your computer and have the possibility to delete that information from Your computer, to correct or limit it. You are controller of Your own personal data recorded and stored in the Software. Licensor has no access to this data process. 

7) SOFTWARE SUPPORT AND MODIFICATIONS 

  • a) Licensor is not bind by any obligation of support or modifications of the Software toward You but may, at its sole option, provide error correction, modifications or support for the Software; therefore, Licensor may terminate support at any time without notice or liability to You.
  • b) You are informed that the Licensor may have to change, suspend, or discontinue the Software from time to time to ensure its connection with other software if need be and cannot be held responsible in this regard. The Licensor is also free to change any aspect of the Software at any time and at its sole discretion.
  • c) You grant Licensor a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Software any suggestion, enhancement request, recommendation, correction or other feedback provided by You to the Software. 

8) LICENSE TERM, TERMINATION AND PERIOD OF WITHDRAWAL 

  • a) Term and period of withdrawal: This Agreement will commence on the date You accept all its terms and conditions by clicking to agree or installing or using all or any portion of the Software, and it will continue until You stop using the Software and stop paying the License Fee. In addition, You have 14 (fourteen) days from the effective payment of the License on the Website to withdraw Your purchase, confirming in writing that You exercise Your right of withdrawal. In such case, You have to clearly inform Licensor in writing to cease immediately and permanently all use of the Software and return to Licensor or destroy the original and all copies of the Software including partial copies. Licensor shall have 30 (thirty) days to proceed the reimbursement.
  • b) Termination: This License is effective when executed by both parties. Either party may terminate this Agreement if the other party fails to cure any breach of this Agreement. Licensor may immediately terminate the Agreement without notice if You fail to comply with any of the terms set forth in this Agreement, in particular the payment of the License Fee.
  • c) Effect of Termination: Upon termination of this License, regardless of the reason, the License granted and specified herein will be terminated and You shall immediately cease all use of the Software, return to Licensor or destroy the original and all copies of the Software including partial copies, and certify it to Licensor in writing.
  • d) Survival: Any terms or conditions of the Agreement which by their express terms extend beyond the termination or expiration of the Agreement or which by their nature should so extend shall survive and continue in full force and effect after any termination or expiration of this Agreement. 

9) LICENSE FEE 

  • a) You shall pay to Licensor the applicable License Fee for the grant of rights described under this Agreement. Prices of the License Fees are indicated in the Website.
  • b) License Fee does not include any Taxes and any additional cost arising from the order (e.g. bank transfer fees). You shall be responsible for paying these Taxes and the additional cost arising from the order. If Licensor has the legal obligation to pay or collect Taxes for which You are responsible under this section 9.b, You authorize Licensor to charge You for that amount.
  • c) Except as expressly set forth herein, all Fees are non-refundable once paid.
  • d) Upgrade to a new version of the Software requires payment of a new License Fee. 

10) YOUR OBLIGATION 

  • a) You agree not to engage in any deceptive, misleading, illegal or unethical practices that may be detrimental to Licensor or the Software, and agrees to comply with all applicable federal, state and local laws and regulation while exercising its rights under this Agreement.
  • b) You assume all risk of property damage, bodily injury, bodily harm or death arising from or related to Your use of the Software.
  • c) This Software may allow You to use materials – digital or not – that may be protected by copyright or that is the intellectual property of content owners. This Agreement grants You no rights to use such content. You agree to take full responsibility for obtaining the right to use the Intellectual property of content owners and indemnify Licensor against Your misuse of Intellectual property that is not owned by You.
  • d) You shall indemnify, defend and hold harmless Licensor, its directors, officers, employees and affiliates, from and against any claim, demand, cause of action, judgment, proceeding, debt, liability, cost or expense, including attorneys' fees, arising from or related to Your use of the Software, whether direct or indirect, including but not limited to loss of data, loss of profit or business interruption, and Your failure to comply with this Agreement. You shall promptly notify Licensor of any such claim. 

11) NO WARRANTY 

  • a) You fully accept and acknowledge that it is not possible to develop software in the area of the Software such that it meets all the requirements of Your needs without error. LICENSOR DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.
  • b) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR EXPRESSELY DISCLAIMS ANY WARRANTY FOR THE SOFTWARE. THE SOFTWARE IS PROVIDED "AS IS". LICENSOR DISCLAIMS ALL WARRANTIES RELATING TO THIS SOFTWARE, WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRIGEMENT, RELIABILITY, ACCURACY, RESULTS, LACK OF VIRUSES, LACK OF NEGLIGENCE, LACK OF WORKMANLIKE EFFORT, LACK OF PROVISION OR FAILURE TO PROVIDE SUPPORT SERVICES.
  • c) THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH YOU. 

12) REMEDY LIMITATIONS

Your exclusive remedy shall be, if Licensor agrees to and at Licensor option, repair of defects or replacement of the Software or refund of part or all of the License fee, if any, paid by You for the Software. In any case, any indemnification of any requests or claims arising from You will be limited to the amount of the License fee You paid.

13) LIMITATION OF LIABILITY 

  • a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR (INCLUDING ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS) OR ANYONE INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THIS SOFTWARE, INCLUDING DISTRIBUTORS AND SUPPLIERS, BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY KIND, INCLUDING DAMAGES ARISING FROM LOSS OF PROFITS, LOSS OF SAVINGS, LOSS OF BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, OR LOST OR CORRUPTED DATA OR SOFTWARE, ARISING OUT OF THE USE OR INABILITY TO USE THIS SOFTWARE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE.
  • b) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR'S LIABILITY TO YOU UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE LICENSE FEE, IF ANY, PAID BY YOU FOR THE SOFTWARE. ONCE LICENSOR BECOMES LIABLE FOR THAT AMOUNT, LICENSOR SHALL HAVE NO FURTHER LIABILITY TO YOU FOR ANY ADDITIONAL CLAIMS. 

14) HIGH-RISK USES AND YOUR RESPONSABILITIES

LICENSOR SOFTWARE IS NOT DESIGNED OR TESTED FOR HIGH-RISK USES OR USE IN APPLICATIONS REQUIRING A HIGH DEGREE OF FAULT TOLERANCE AND RELIABILITY, FOR SAFETY-CRITICAL OPERATION, FOR USE IN HAZARDOUS ENVIRONMENTS OR ANY OTHER ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, INCLUDING IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION, AIR TRAFFIC CONTROL SYSTEMS, LIFE SAVING OR LIFE SUSTAINING SYSTEMS OR SUCH OTHER MEDICAL DEVICES, OR ANY OTHER APPLICATION IN WHICH THE FAILURE OF THE SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, SEVERE PROPERTY DAMAGE, OR ENVIRONMENTAL HARM. YOU WILL DEFEND, INDEMNIFY, AND HOLD HARMLESS LICENSOR AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY AND ALL CLAIMS, LOSSES, DAMAGES, ACTIONS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING OUT OF YOUR USE OF THE SOFTWARE FOR HIGH-RISK USES, INCLUDING CLAIMS FOR PRODUCT LIABILITY, PERSONAL INJURY OR DEATH, OR DAMAGE TO PROPERTY, AND REGARDLESS OF WHETHER SUCH CLAIMS ARE FOUNDED IN WHOLE OR IN PART ON THE ALLEGED OR ACTUAL NEGLIGENCE OF LICENSOR. SHOULD YOU USE THE SOFTWARE IN AN APPLICATION, IT IS YOUR RESPONSABILITY TO ENSURE THAT THE SOFTWARE MEETS YOU PERFORMANCE AND RELIABILITY REQUIREMENTS. 

15) GENERAL PROVISIONS 

  • a) Complete Agreement: This License Agreement, along with the other terms and conditions appearing on the Website, constitutes the sole and entire Agreement between You and Licensor. This License Agreement supersedes all prior understandings, agreements, representations and documentation relating to the subject matter of this Agreement.
  • b) Applicable law and forum: This License will be governed by the laws of French Polynesia. For all disputes or any legal matter that arise in the course of this Agreement, the parties agree that the Court of Papeete, French Polynesia, is the exclusive court of jurisdiction. 
  • c) No waiver of rights by Licensor: Licensor's failure to exercise or enforce a legal right or remedy contained in this Agreement or available at law or in equity will not constitute a waiver of that right or remedy.
  • d) Effect of invalidity of specific terms: In the event that one or more of the provisions is found to be illegal or unenforceable, this Agreement shall not be rendered inoperative, but the remaining provisions shall continue in full force and effect.
  • e) Independent contractors: Nothing contained herein will be construed as creating any agency, partnership, joint venture or other form of joint enterprise between the parties. You have no authority to assume or create any obligation for or on behalf of Licensor, express or implied, and You will not attempt to bind Licensor to any contract or other obligation.
  • f) Interpretation: Titles or headings to the sections of this Agreement are not part of the terms of this Agreement but are inserted solely for convenience. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party because of the authorship of any provision of this Agreement.