End-User License Agreement (EULA) for C2LOGIX’s C2RouteApp™ Software as a Service Offering



YOU DECLARE HAVING READ AND UNDERSTOOD THE TERMS & CONDITIONS OF THIS EULA BEFORE USING THE SOFTWARE. USE OF THE SOFTWARE IMPLIES YOUR ACCEPTANCE OF SUCH TERMS & CONDITIONS.



This document is a legally binding agreement between you and your organization (hereafter referred to as the Licensee) and C2LOGIX, Inc. – 8550 Arlington Blvd., Suite 320, Fairfax, VA. 22031 (hereafter called C2LOGIX). In the event you do not accept the terms of this non-exclusive license, DO NOT USE THIS SOFTWARE SERVICE. To obtain a complete refund of purchase of this product, you must not have logged on to the service. Logging on to the service signifies your acceptance of these terms.


PREAMBLE


The Licensee wishes to use the product known as C2RouteApp™ of one of these software modules (hereafter called "Software").
Consequently, it is expressly agreed what follows:


  • ART. 1. PURPOSE

    This license shall only be valid if the following mandatory limitations have been clearly defined in the particular terms and conditions of the accepted purchase agreement and as indicated in the subscriber agreement:

    • the size of the “fleet of vehicles” or the “number of resources”;
    • the number of users;
    • the payment terms;
    • ability of C2LOGIX to audit Licensee’s Software usage;
    • the duration and terms of the current subscriber agreement.

  • ART. 2. LICENSE GRANT

    2.1. The license conceded to the Licensee only grants the right for him to use the Software

    • on the system known as C2RouteApp™
    • to optimize the trips of a “fleet of vehicles” or schedule the planning of “resources” which size or number is limited to the maximum size or number set by the parties through the acceptance by C2LOGIX of the subscriber agreement.

    The number of “users” is defined in the Licensee’s purchase agreement as per the nomenclature and price list established by C2LOGIX.

    The size of the “fleet of vehicles” or the number of “resources” is defined by the SUM OF ALL VEHICLES or by the SUM OF ALL RESOURCES, PRESENT OR FUTURE, USED BY OR ON BEHALF OF THE LICENSEE, AND WHICH TRIPS WILL BENEFIT FROM THE SOFTWARE CALCULATION PROCESSES.

    The license does not cover the right to use the Software to carry out network processes, "services providing" to third party/ies, nor for server use unless specifically authorized in writing by C2LOGIX.

    2.2. Through this agreement, the Licensee commits himself not to use the Software outside the terms of this contract and more particularly of article 2.1 above. He also commits himself:

    • not to disassemble or decompile the Software;
    • not to reproduce the Software;
    • not to modify, adapt or transform the Software, even for personal use ;
    • not to reproduce the Software documentation except for its personal needs ;
    • not to transmit, even temporarily and/or without any charge, the Software and/or its documentation to a third party, and not to sub-license the product.

  • ART. 3. TERM OF AGREEMENT AND TERMINATION

    The present agreement shall take effect upon either a)the complete initial payment by the Licensee of the standard fee related to the Software, or b) the acceptance of a signed subscriber agreement and initial payment which states payment terms. It is agreed that for the duration set by the acceptance of the purchase agreement, unless terminated by C2LOGIX, at any time and without notice in the event of the occurrence of any breach, default in the due observance of any covenant, condition or agreement herein.

    In the event of cancellation of this agreement, the Licensee will cease use of the Software and its documentation. Additionally, the Licensee will respect C2LOGIX’s ownership rights and confidentiality. The use of the Software without acceptance of the terms of the agreement, or subsequent to the cancellation by C2LOGIX, constitutes an act of counterfeit.


  • ART. 4. INTELLECTUAL RIGHTS

    The Software is an intellectual piece of work, copyright protected under the terms of the Intellectual Property Code. C2LOGIX, as owner of the exploitation rights on the Software, guarantees its peaceful use to the Licensee and commits to defend him against any claim of any third parties on ownership intellectual rights related with the Software.

    The Licensee hereby commits to respect all the copyrights, as well as the trademarks, brands and all other private rights attached to the Software, i.e. not to infringe them directly or indirectly. The Licensee must ensure this obligation by taking care in particular that the people who have access to his facilities do not reproduce illegally the Software or its documentation.

    In the event of litigation regarding the copyrights protection of the Software, the Licensee, within reasonable limits, commits himself to assist C2LOGIX in defending these rights.


  • ART. 5. GUARANTEE – CORRECTIVE UPDATES

    5.1. C2LOGIX warrants the delivery of the Software in accordance with most of its specifications described in its documentation. C2LOGIX warrants that if used in conformity with the documentation’s instructions the Software will provide most of the functionalities and perform most of the processes described in the documentation. Absence of documentation on some of its limitations does not mean they do not exist.

    5.2. C2LOGIX cannot guarantee the Software will be properly or improperly used by the Licensee.

    5.3. Taking into account the particular nature of software, C2LOGIX cannot guarantee that the Software is “bug-free”. As long as no new version with functional evolutions is marketed, C2LOGIX gracefully commits himself to provide the requesting Licensee with possible corrective version available (commonly called "corrective release" or "service pack").

    5.4 This present guarantee does not cover the anomalies related to the third party cartographic database used, or any other third party software.


  • ART. 6. LIMITATION OF RESPONSIBILITY

    The Licensee shall be considered as the only one to know the consequences of the use of the Software for his activities. He therefore uses the latter exclusively at his own risks. C2LOGIX cannot be held responsible for any damages, direct or indirect, that the Licensee could incur or cause by the using the Software.

    As C2LOGIX cannot know the different uses of the Software by the Licensee, if C2LOGIX responsibility for failure or faulty operation of the Software was brought to the Court by the Licensee, it is expressly agreed that C2LOGIX civil and commercial liabilities with regard to the Licensee will be expressly limited to the refunding of the fees paid by the Licensee, for a maximum of the previous 6 months of use of the software.


  • ART. 7. NON TRANSFERABILITY

    The handing-over of use of the Software to the Licensee does not involve transfer of its intellectual property. The Software cannot be resold, yielded, rented, lent without the written authorization of C2LOGIX and in any case cannot be considered as an asset likely to be guaranteed or mortgaged by the Licensee. The present license is personal and will automatically be cancelled in the event of liquidation of the goods, or bankruptcy by the Licensee, except in the event of continuation of its activities by decision of the Courts.


  • ART. 8. EXTENSION OF LICENSE - PRICE In the event of an increase in the “fleet of vehicles”, the number of “Resources” or the number of “Users”, the Licensee commits to request C2LOGIX for additional users to be added to the subscriber agreement.

  • ART. 9. SCOPE OF THE LICENSE

    Except specific terms and conditions accepted by C2LOGIX and set in the purchase agreement, the present Agreement cancels and supersedes all prior agreements/correspondence relating to its subject matter and any warranty, representation, promise or condition not incorporated herein shall not be binding for either party.

    Contractual basis in order of decreasing priority:

    1. particular conditions defined in the purchase agreement and accepted by C2LOGIX by written notice ;
    2. the electronic agreement included in the latest version of the Software used by the Licensee ;
    3. laws of the Commonwealth of Virginia

    In case of contradiction between different contractual basis, the upper level will apply for the concerned obligations.


  • ART. 10. GOVERNING LAW - SETTLEMENT OF DISPUTES

    This Agreement shall be construed in accordance with the laws of the Commonwealth of Virginia.

    Any dispute or controversy arising in connection with this Agreement which cannot be settled amicably between the parties shall be settled finally by Courts of the Commonwealth of Virginia.


Appendix: Product and specific conditions

  • Name of the Software: C2RouteApp™
  • Duration: As specified in subscriber agreement
  • Number of Users: As specified in subscriber agreement
  • Size of the Fleet of Vehicles: As specified in subscriber agreement
  • Number of Resources: As specified in subscriber agreement
  • Geographical area: United States of America, Canada

In the case where the software is C2RouteApp™, the Licensee is not authorized to optimize in several processes the routes of a fleet of vehicles whose overall size exceeds the maximum size authorized by the license, EVEN IF EACH PROCESS ONLY OPTIMIZES A PART OF THE FLEET.

In the case where the software is C2RouteApp™, the Licensee declares being informed of the existence of a protection system limiting the number of vehicles authorized on each workstation.

The customer or subscriber of the Licensee is not authorized to optimize in several processes the routes of a fleet of vehicles whose overall size exceeds the maximum size authorized by the license, EVEN IF EACH PROCESS ONLY OPTIMIZES A PART OF THE FLEET.

In the case where the software is C2RouteApp™ and if the Software is hosted by C2LOGIX, the data stored in the database hosted by C2LOGIX in the context of the current contract stay the exclusive property of the Licensee and cannot be used in any case directly or indirectly by C2LOGIX. C2LOGIX commits to make its best efforts to keep any information confidential.

Failure to respect any of the aforementioned clauses or conditions in this Appendix constitutes a breach of the License Agreement and C2LOGIX may subsequently elect to revoke the License from the Licensee.

C2Logix