commercial licenses

Opa Proprietary Usage License

THE TECHNOLOGY, TO WHICH THIS LICENSE APPLIES, IS PROVIDED AS IS, WITHOUT NO SUPPORT NOR MAINTENANCE. IF YOU NEED SUPPORT OR MAINTENANCE OR WISH TO DISTRIBUTE Opa PLEASE CONTACT contact@mlstate.com OR MLstate – 37 rue des Mathurins 75008 Paris, France. ANY REFUSAL HEREIN SHALL PREVENT THE INSTALLATION OF THE PRODUCT.

1 - Definitions

For the purposes of this Agreement, the following terms shall have the meaning set out hereunder:

Party (ies) – Individually and/or collectively Editor and/or User.

User – Entity or person using Opa Platform.

Editor – MLstate, public limited company, registered with the trade and company registry of Paris under the number 499 630 408, headquartered 37 rue des Mathurins 75008 Paris, France.

Opa Platform –Technology for programming network-based applications, including for the purposes hereof, Opa Compiler, Opa Libraries, and their associated documentation.

Opa Compiler – Translation system from the Opa language to machine code.

Opa Libraries – Common runtime of applications built with the Opa Platform including for the purposes hereof, the server engine, the database engine, the standard library and additional libraries.

Results – Applications developed by User with the Opa Platform.

License – The present license agreement and descriptions of the parts making up Opa Platform, as provided by Editor.

Revenue – Income received by client during its last fiscal year expressed in USD (United States Dollar) at the exchange rate of the last day of User’s last fiscal year without subtracting any costs or expenses. As examples: Revenue can be gross income or turnover for a business, Gross receipts for a non profit organization, Gross income for a natural person.

2 – License

Editor grants to User a non-exclusive and non-transferable personal right, to use Opa Platform including its source code, worldwide and for the maximum length of the protection of the intellectual property rights. The term ‘use’ is understood as

1. The right for User to use Opa Platform to produce Results
2. The right to write, create any program or computer system derived from Opa Platform
3. The right to study and modify the Opa Platform

Any use of Opa Platform other than the one expressly granted to User by Editor through this License is prohibited. Consequently, and in particular, User prohibits himself from doing the following:

1. Alter, remove, conceal or modify any information indicating the holder of intellectual property rights relating to Opa Platform,
2. Lend, pledge, sell, sublicense, distribute or otherwise transfer to a third party
• any program or computer system other than the Results
• any modification of the Opa Platform produced by User
• the present License
• all or part of Opa Platform and / or documentation
3. Use the Opa Platform within the framework of information-management service, time sharing, outsourcing, desk and/or processing service or any other agreement concluded between User and a third party to the License and giving rise to this license being made available, directly or indirectly, to this third party or the processing of the third party’s data by Opa Platform.
4. Use natural person’s License for the benefit of a corporate body or any other type of organisation.

In all cases, the license does not include a license or obligation on behalf of Editor to provide any material, product or service relating directly or indirectly with Opa Platform. Any product, program, system or documentation produced partially or wholly with Opa Platform should include the words "Powered by Opa".

3 – Financial conditions

1. If User’s Revenue is lower or equal to 1 (one) million USD, this license is granted free of charge.
2. If User’s Revenue is between 1 (one) million USD and 5 (five) million USD, User must pay to Editor 1.200 EUR (Euros) per month. Monthly fee is due at the latest before the beginning of each month covered by this License. Failure to pay fee on time is a contractual breach. This fee is not due while User has an active support contract with Editor.
3. If User’s Revenue is higher than 5 (five) million USD, it must apply for our corporate pricing at our sales department.

4 – Protection

User remains solely responsible for the implementation of backups of its data, databases and / or files of his systems. In this regard, and prior to the use of Opa Platform, User agrees to implement any means to limit the effects of damage that could occur. User agrees to regularly save on a separate back up his computer system(s). User acknowledges that any failure on his behalf to fulfil this requirement will result in an increase in damages caused to his systems, including those generated by an error or a malfunction of Opa Platform.

5 – Intellectual Property

Opa Platform and its components and documentation are and shall remain the full property of the Editor. It is further agreed between the Parties that the Editor is and will remain the exclusive owner over all the intellectual property rights relating to all information technology developments produced by the Editor resulting from the implementation of information which have been communicated by User under the agreement. In any case, User may not claim any intellectual property rights relating (i) to Opa Platform or its subsequent developments and / or (ii) to a software development conducted by Editor on the basis of information communicated by User.

User remains owner of its data, databases and computer files of any kind whatsoever.

All computer programs produced by User including source codes and Results are and shall remain the full property of the User only limited by Paragraph b) of article "2 –Licence".

6 – Responsibility - Warranty

Opa Platform is provided to User AS IS, without express or implied warranty of any kind, particularly with regards to (i) its commercial value, (ii) its adaptation to a specific use, (iii) its originality, (iv) the conformity of its functionality to documentation and (v) the absence of malfunctions, errors, incidents or anomalies of any kind whatsoever and / or risk of disruption, (vi) appropriateness of Opa Platform to User needs, (vii) the feasibility of correcting malfunctions, errors, incidents, anomalies or interruptions recorded through the use of Opa Platform. This License includes NO SUPPORT AND NO MAINTENANCE SERVICE.

Editor will use its best efforts to execute the License with due care and skill.

In addition, Editor shall in no case be held accountable if Opa Platform is used by User in conditions other than those specified in the License.

Similarly, Editor will never be held liable for any indirect damage, such as commercial or financial damage, customer loss, brand image loss, loss of profits, any commercial problems, partial or total loss or destruction of the data and files, the actions of a third party and, more generally, any damage which is not proved to be attributable exclusively to Editor.

For all intents and purposes, assuming the responsibility of Editor is upheld under the License, it is agreed between the Parties that the amount of damages to which Editor may be sentenced is expressly limited to the amount of 100 (one hundred) USD (United States dollar), all events combined.

Unless contrary statutes of limitation provide otherwise, any action by User under the License shall occur no later than within six months from the occurrence of the event on which the claim is based.

7 - Termination

In case of contractual breach by either party to any of its obligations under the License, the License will be automatically terminated by the other Party, by any means, including email, subject to any damages which it could claim because of this non-performance.

Notwithstanding the termination of the License, the contractual provisions which, by their nature are intended to continue to apply, survive the termination of the Contract. It is expressly agreed that the termination of contractual relations, for any reason whatsoever, will not result in any compensation for the benefit of User, in any capacity whatsoever, including with respect to any investment made, commitments already concluded or loss of prospects for earnings, customers, orders or any business disorder whatsoever.

8 – Confidential Information

Both during the period of the License and during the 5 (five) years after its termination, each Party will treat as strictly confidential all information, regardless of its nature and the support used, gathered by the Parties during the execution of the License (hereinafter the "Confidential Information").

Confidential Information shall include, in particular, trade secrets, know-how and Editor’s methodology, as well as the provisions of the License.

Are not considered Confidential Information under the License information (i) having entered the public domain before or after its disclosure, without breaching an obligation of the License, (ii) received from third parties in a lawful manner, without restriction or breach of contract, (iii) published without such publication constituting a breach of contract, (iv) already known by either party, this knowledge may be demonstrated by the existence of appropriate documents, (v) resulting from internal developments undertaken in good faith by the personnel of either Party, having not had access to such information, (vi) disclosed, under any legal provision, by any competent court or by a governmental authority.

User agrees not to disclose or permit disclosure, directly or by proxy, in whole or in part, of the Confidential Information of which he would have become aware, to any third party whatsoever, except for employees and or subcontractors who need the information to perform their obligations. Notwithstanding other provisions of the License, User undertakes in this regard, to take all measures necessary concerning its employees and / or sub-contractors so that they are subject to the same confidentiality obligation.

User agrees not to use Confidential Information in a context other than the one provided for under the License, even for its own account and agrees to return, upon Editor’s first request, all documents or other material containing Confidential Information and which would have been entrusted to it in order to perform the License, as well as any copies thereof.

9 – Force majeure

To benefit from the provisions of this Article, the Party seeking to invoke a force majeure shall notify the other Party by registered mail with return receipt once it becomes aware of the occurrence of such event and no later than 15 (fifteen) calendar days after the occurrence of that event. By express agreement, are considered as force majeure, those usually adopted in the jurisprudence of French courts and tribunals. During that period, the event of force majeure suspends the Party, who prevails itself of it, from the performance of its obligations. In all cases, the Party affected by a force majeure event must do everything in its power to prevent, eliminate or reduce the causes of delay and resume performance of its obligations as soon as the event raised has disappeared. If the force majeure exceeds a 30 (thirty) days period starting from the notification referred to above, the Party affected shall be entitled to automatically terminate, without compensation, the License with the sole formality of informing the other Party through registered mail with return receipt.

10 – General Provisions

10.1. Transfer

User may not transfer the License to a third party. Notwithstanding the foregoing, User is informed that the full rights and obligations borne by Editor under the License may be transferred to third party, particularly in the case of Editor’s restructuring, either through an acquisition, merger / absorption or partial transfer of assets or upon notice from Editor. It is understood that, in such cases, the entity taking over the License will be held to the same rights and obligations as Editor.

10.2. License in its Entirety

The License expresses the entire obligations of the Parties regarding its subject matter. It supersedes any document and prior agreements between the Parties and can be amended only by a supplementary agreement signed between the Parties.

10.3. User Reference

As part of its promotional literature, Editor may communicate on the use of the latter of Opa Platform. In this regard, User allows Editor to use its name and / or its markings as a customer reference in its advertising or commercial documents or information, demonstration or training seminars on Opa Platform.

10.4. Governing Law

The License is subject to French law.

10.5. Jurisdiction

IN CASE A DISPUTE BETWEEN THE PARTIES ARISES FROM THE INTERPRETATION, APPLICATION AND / OR EXECUTION OF THE AGREEMENT AND, IN THE ABSENCE OF A SETTLEMENT BETWEEN THE AFOREMENTIONED PARTIES, EXCLUSIVE JURISDICTION WILL BE GRANTED TO THE TRIBUNAL OF COMMERCE OF PARIS, NOTWITHSTANDING THE MULTIPLICITY OF DEFENDANTS OR RECOURSE UNDER WARRANTY, EVEN FOR EMERGENCY OR PRECAUTIONARY PROCEDURES.