GENERAL TERMS AND CONDITIONS OF SALE BETWEEN PROFESSIONALS

 

CLAUSE 1: SCOPE OF THESE GENERAL TERMS AND CONDITIONS OF SALE

The purpose of the general terms and conditions of sale set out below (hereinafter referred to as the ‘GTCS’) is to define the conditions under which downloading and using the SOFTWARE from the WEBSITE is authorised (in accordance with the definitions of these terms given below).

For the purpose of these GTCS:

Any download or use of the SOFTWARE, in whole or in part, implies unconditional acceptance of these GTCS by the USER and if applicable the legal entity on whose behalf the USER is acting. If the USER does not accept the provisions of these GTCS, the USER must not use the SOFTWARE.

DOWNLOADING AND USING THE SOFTWARE FROM THE WEBSITE IS ONLY AUTHORISED IN THE CONTEXT OF A PROFESSIONAL, INDUSTRIAL OR COMMERCIAL ACTIVITY FOR THE PURPOSE OF PRODUCING SOUND MEDIA OR DESIGNS. Any other use or download by a natural person or legal entity not carrying out the aforementioned activity is strictly prohibited and constitutes an act of infringement within the meaning of Article L335-3 of the French Intellectual Property Code, and as such is liable to prosecution. Compliance with these obligations by the USER constitutes an essential condition of these GTCS.

All USERS are informed of the possibility of downloading the SOFTWARE free of charge under a creative common license for any non-commercial use at the following link: http://anaglyph.dalembert.upmc.fr/.

Any download of the SOFTWARE from the WEBSITE and use of the SOFTWARE thus downloaded are subject to these GTCS, which prevail over any other general or special terms and conditions. In particular, any general or special terms and conditions issued by the USER are unenforceable against the LICENSOR in the absence of the latter’s prior written acceptance thereof, regardless of when they were made known to the LICENSOR. Forbearance by the LICENSOR in availing itself at any given time of any of the provisions of these GTCS may not be interpreted as a waiver of its right to avail itself of any such provisions at a later date.

The LICENSOR reserves the right to make any changes to these GTCS that it deems necessary, at any time and without notice. The GTCS applicable to any download or implementation of the SOFTWARE are those in force on the date the USER downloads said SOFTWARE. The GTCS in force can be obtained at any time by sending a simple request to: licensing@sattlutech.com.

These GTCS are without prejudice to the statutory provisions in this area and in particular those provided for in the French Consumer and Intellectual Property Codes.

All USERS undertake to provide truthful and genuine information concerning themselves and the legal entity they represent, if applicable. All USERS represent that they have read and accepted these GTCS, including information concerning the characteristics of the SOFTWARE, the price and the warranty exclusions. All USERS represent that they have full legal capacity to download the SOFTWARE from the WEBSITE and to accept these GTCS.

CLAUSE 2: AUTHORISED USES OF THE SOFTWARE

Downloading and using the SOFTWARE from the WEBSITE are only authorised in the context of an industrial or commercial activity for the purpose of producing sound media or designs designed or developed using all or part of the SOFTWARE.

Authorised use is strictly limited to installation of the SOFTWARE on a single machine (computer). Any installation of the SOFTWARE on a network is strictly prohibited.

Any marketing or granting of rights of use by the USER to a third party concerning all or part of the SOFTWARE is strictly prohibited.

CLAUSE 3: SOFTWARE DELIVERY AND MAINTENANCE

To use the SOFTWARE in accordance with these GTCS, subject to prior payment of the fixed amount defined in Clause 5 below, the SOFTWARE can be downloaded by clicking here: http://anaglyph.sattlutech.com:12927/Anaglyph/download.

A description of the functions performed by the SOFTWARE and the SOFTWARE architecture can be viewed here: http://anaglyph.dalembert.upmc.fr/index.html#features. Furthermore, USERS are informed of the possibility of downloading the SOFTWARE free of charge under a creative common license by clicking here: http://anaglyph.dalembert.upmc.fr/index.html#download for use for non-commercial purposes and for testing purposes before being subject to these GTCS.

No technical assistance will be provided by the LICENSOR for installation of the SOFTWARE or for its use/operation.

No preventive maintenance (periodic verification of the SOFTWARE functionality and its correct evolution over time), corrective maintenance (intervention to remedy the effects of failures or SOFTWARE malfunctions) or upgrade maintenance (updating of the SOFTWARE) will be performed by the LICENSOR. Notwithstanding the foregoing, any USER may report any failure or malfunction of any failure or malfunction of the SOFTWARE by email to the following address - anaglyph@dalembert.upmc.fr. Where applicable, any version of the SOFTWARE resulting from the processing of said report, made available to the USER, may be used by the latter in strict compliance with these GTCS.

CLAUSE 4: TERM

Downloading the SOFTWARE, subject to prior payment of the fixed amount defined in Clause 5 below, grants any USER the right to use and implement the SOFTWARE in accordance with these GTCS for the duration of the copyright attached to said SOFTWARE pursuant to French law.

CLAUSE 5: PRICE

Any download of the SOFTWARE from the WEBSITE is subject to prior payment of a fixed amount equal to one hundred and two euros and fifty cents excluding VAT (€102.50 excluding VAT).

The price of the SOFTWARE is expressed in euros including VAT. Communication costs incurred in order to consult the WEBSITE and download the SOFTWARE shall be borne by the USER. The LICENSOR reserves the right to modify the price or these GTCS at any time, but any download of the SOFTWARE will be invoiced on the basis of the rates and conditions in force at the time the order is registered.

CLAUSE 6: ORDERING

The contractual information is presented in French and will be subject to confirmation at the latest before payment is made online. The LICENSOR reserves the right to cancel or refuse any order from a USER with whom a dispute is pending concerning the payment of a previous order.

CLAUSE 7: VALIDATION

The USER represents that he has read and accepted these GTCS before placing any order on the WEBSITE. The validation of any order on the WEBSITE constitutes unconditional acceptance of these GTCS.
In the absence of proof to the contrary, the data recorded by the LICENSOR will constitute proof of all the transactions carried out by the LICENSOR and the USERS.

CLAUSE 8: PAYMENT

Payment for any download of the SOFTWARE from the WEBSITE must be made to SATT Lutech via the WEBSITE, by payment in euros and by bank card: Visa, MasterCard or other bank cards.
The card is debited when the SOFTWARE is ordered.
Invoices are issued by SATT LUTECH.

CLAUSE 9: NO RIGHT OF WITHDRAWAL

As these GTCS are applicable between professionals, it is expressly provided that no right of withdrawal is granted to USERS who have downloaded the SOFTWARE.

Incidentally, and in any event, it is specified that in accordance with the legal provisions in force and in particular Article L.121-20-2 of the French Consumer Code, the withdrawal period of 14 clear days provided for by French law does not apply to the SOFTWARE because accessing and downloading it constitutes an intangible service performed almost immediately, and is automatically excluded from the right of withdrawal.

CLAUSE 10: INTELLECTUAL PROPERTY

The fact that the USER accesses and/or downloads the SOFTWARE does not confer any ownership rights on the USER with regard to the SOFTWARE.

It is expressly agreed that these GTCS only confer a right for the USER to use the SOFTWARE, under the conditions and subject to the limitations set forth in these GTCS.

The right of use granted is nominative, non-transferable and non-exclusive. It is intended solely for the USER’s professional needs and is strictly personal.

The entire SOFTWARE and any associated technical documentation are protected by intellectual property law, including copyright and/or database law in accordance with the provisions of the French Intellectual Property Code.

All USERS are strictly prohibited from using, for any purpose whatsoever, including in the context of non-commercial operations, the names ‘Université Pierre et Marie Curie’, ‘UPMC’, ‘Sorbonne University’, ‘SU’, ‘Centre National de la Recherche Scientifique’, ‘CNRS’ or any distinctive sign, brand, company name, trademark, image, logo or figurative sign belonging to any LICENSOR or any adaptation thereof, as well as the names of the authors and any agent of any LICENSOR.

CLAUSE 11: WARRANTIES - LIABILITY

THESE GTCS DO NOT INCLUDE ANY WARRANTY OTHER THAN THAT OF THE MATERIAL EXISTENCE OF THE SOFTWARE UPON BEING DOWNLOADED BY THE USER. SUBJECT TO THE FOREGOING, THE LICENSOR DOES NOT GIVE ANY WARRANTY CONCERNING THE SOFTWARE, EITHER EXPRESS OR IMPLIED, IN PARTICULAR WITH REGARD TO ITS USEFULNESS OR SUITABILITY FOR ANY FUNCTION. THE USER, BEING FAMILIAR WITH ITS OWN NEEDS AND HAVING PRECISE KNOWLEDGE OF ITS CONTEXT, IS SOLELY RESPONSIBLE FOR THE RELEVANCE, EXPEDIENCY, SUITABILITY, CHOICE AND USE OF THE SOFTWARE. THE USER IS RESPONSIBLE FOR ENSURING THAT ANY SOFTWARE THEY SUBSCRIBE TO MEETS THEIR NEEDS, OBJECTIVES AND BUSINESS STANDARDS.

The SOFTWARE is the result of research conducted in a public research laboratory (Institut Jean le Rond d’Alembert - Mixed Research Unit No. 7190 - LAM team (Lutheries – Acoustics – Music) by Brian Katz, a Research Director at the CNRS, and David Poirier-Quinot, a post-doctoral student at SORBONNE UNIVERSITY. Consequently, said research and the SOFTWARE itself are exploratory in nature.

As a result, the warranties provided for in Article 1625 of the French Civil Code are unconditionally excluded. Consequently:
(i) The warranty against hidden defects provided for in Article 1641 of the French Civil Code is expressly excluded in accordance with Article 1643 of the same code. No LICENSOR may thus be held liable and no warranty will be applicable in the event of the impossibility of using certain features of the SOFTWARE, in the event of abnormal disruption during use of the SOFTWARE or in the event of any damage caused by use of the SOFTWARE leading, for example, to losses of or damage to the User's data that the SOFTWARE is intended to process;
(ii) The hold harmless undertaking against actions by third parties provided for in Article 1626 of the Civil Code is expressly excluded in accordance with Article 1627 of the same code. The LICENSOR remains bound by the public order hold harmless undertaking against its own actions in accordance with Article 1628 of the French Civil Code.
It is therefore the responsibility of any User to identify and analyse, if the USER deems it appropriate, any hidden defects and third party rights on which the SOFTWARE may depend, and to take into account the scope of such third party rights.
A USER may not hold any Licensor liable in the event of damage; the USER is solely responsible vis-à-vis its customers and/or any third party for the quality and performance of the products and services involving any implementation of the SOFTWARE.

CLAUSE 12: GOVERNING LAW - DISPUTES

THESE GTCS ARE GOVERNED BY FRENCH LAWS AND REGULATIONS.

The language of these GTCS is English. A French version of these GTCS exists (http://anaglyph.sattlutech.com:12927/Anaglyph/gtc?language=french), it being specified that the French version is the legally binding version.

In the event of any difficulty regarding the validity, interpretation or execution of these GTCS, the LICENSOR and USER agree to seek an amicable settlement prior to taking any legal action. In the absence of an amicable settlement within three (3) months of the first written notification sent by either party to the other concerning the dispute and its amicable settlement, the dispute shall be brought before the competent French courts.

Any complaint or notification to a Licensor concerning the terms or implementation of these GTCS should be sent by email to: licensing@sattlutech.com.

CLAUSE 13: MISCELLANEOUS PROVISIONS

If any provision of these GTCS should prove to be contrary to the law and therefore invalid, the validity of these GTCS will not be affected. If it is clear that the importance of the invalidated clause is such that the USER would have refrained from downloading the SOFTWARE from the WEBSITE in its absence, the rights granted to the USER concerning the SOFTWARE will be immediately and automatically terminated.

Any waiver of the performance of all or part of these GTCS does not entail or imply in any way a waiver of the performance of the other provisions of these GTCS. Under no circumstances may forbearance by the LICENSOR or a USER in requesting the performance of an obligation to which they are entitled be interpreted as a waiver of the performance of said obligation, regardless of the duration of such forbearance.

These GTCS must not under any circumstances be construed as creating an association or de facto company between the LICENSOR and the USER, each of which must be considered as an independent contracting party.

Version dated 28 May 2020