End User License Agreement

END USER LICENSE AGREEMENT CONTRACT
FOR APPLICATIONS (THE ‘LICENSE’)

READ THIS CONTRACT CAREFULLY. BY CLICKING THE ‘I ACCEPT’ BUTTON, OR BY DOWNLOADING OR INSTALLING THIS SOFTWARE, YOU ACCEPT THE TERMS OF THIS CONTRACT.IF YOU DO NOT AGREE TO THE TERMS OF THIS CONTRACT IN FULL, CLICK THE CORRESPONDING BUTTON, DO NOT DOWNLOAD AND DO NOT INSTALL THIS SOFTWARE.THE LICENSE GRANTED TO THE LICENSEE BY MINDSCAPE GOVERNING THE PROPOSED SOFTWARE IS SUBJECT TO THE LICENSEE’S PRIOR ACCEPTANCE.THE LICENSEE RECOGNISES THAT THIS IS A SEPARATE CONTRACT TO THE ‘END USER LICENSE CONTRACT’ WHICH APPLIES TO THE HARDWARE.

Article 1 DEFINITIONS

In addition to the terms and expressions that are specifically defined in some articles of the License and with regard to their implementation and interpretation, the capitalized words and expressions listed below shall be defined as follows, regardless of their number (singular/plural), and the article headings shall have no bearing on their meaning:

Application(s): software for which a license is granted by Mindscape to the Licensee via this contract. It is designed to be installed on or used with the Hardware, conferring specific uses upon it;

Source code: all written instructions and program codes within the Applications;

Contract: this agreement, including its preamble and the annexes it comprises if applicable, and any subsequent potential modifications;

Licensor: Mindscape, which developed the Applications or had them developed;

Documentation: if applicable, all documents relating to the installation, functioning and use of the Software shall be handed over to the Licensee;

Licensee: the person benefiting from the License;

License: the rights granted by this current contract, including its preamble, appendices, and any subsequent potential modifications;

Hardware: the communication device, in the form of a rabbit, commercialized by Mindscape under the name "Karotz";

Parties: the Licensee and the Licensor;

Service or Karotz Ztore: platform on the www.karotz.com website used for downloading Applications and purchasing Products.

Article 2 AIM OF THE CONTRACT

The aim of the License is to enable the Licensor to grant the Licensee, non-exclusive usage rights to the Application.

Any use of the Application is governed by the terms of the License.

The License automatically applies to all updates of and modifications to the Application, whether free of charge or not, by the Licensor, excluding possible new versions. Nevertheless, the updates, modifications and new versions of the Application may require the acceptance of a new license.

The License is granted, either free of charge or in return for payment of a fee, for personal, non commercial use and is non transferable.

Any use other than that expressly authorized by the License is prohibited.

Article 3 OWNERSHIP AND RIGHT OF USE

The License, granted in accordance with the duration of the Contract, allows the Licensee to use the Application in compliance with its intended use and for their own purposes with the necessary configuration.

As the License does not carry with it the transference of intellectual property rights for the Application and its Documentation, the Licensor and rights-holding third parties remain the sole owners of said intellectual property rights for the Application, its content, and its interfaces.

As rights holder, The Licensor retains the intellectual property for the Applications as well as any prerogatives attached to them.

Specifically, the Licensee is not authorized to make the Applications available to third parties, grant sub-licenses, lease out, rent, sell, give away, distribute or modify the Applications.

The Licensee recognizes that the License is granted to them for use of the Application exclusively on/with the Hardware of which he is the owner and end user. Unauthorized use of an item of hardware or other piece of software with the Application is prohibited.

The License is limited to a single item of Hardware.

The Licensee is prohibited from publishing, modifying, adapting or translating the object code and source code, from decompiling it or disassembling it in order to create works derived from the Applications, its modifications or updates.

The Licensee therefore promises not to reproduce, rearrange, adapt, alter, modify or delete the author ownership rights information mentioned on the Application and its Documentation.

Article 4 SAVED COPY

In accordance with the Law, the License carries with it the right to save only one copy of the Application, on condition that this copy retains the information mentioning the author ownership rights of the Licensor.

The Licensee promises to neither change nor remove any mark or inscription appearing on any reproduction of the Application, or media related to it.

Article 5 DELIVERY

Delivery of the Application will take place via download onto the Hardware following: (i) acceptance of the Contract by the Licensee, and (ii) where necessary, payment of the fee indicated when the order is placed.

Delivery is subject to the Terms and Conditions of Sale and of Service.

Article 6 TRANSFER

Any transference of the Applications to a piece of equipment other than the Hardware is prohibited.

Article 7 COMPATIBILITY

The Licensor only guarantees correct functioning of the Application with the current marketed version of the Hardware as of the date of the Contract, excluding previous (‘Nabaztag’ type) or subsequent versions.

The Licensee considers and accepts that the Licensor cannot be held responsible in the event of a stoppage of all or part of the server(s) and/or the Application in order to carry out technical testing, maintenance (repair, upgrade, improvement, etc) or updating. Mindscape guarantees neither the rate of transfer nor the Service response times the Licensee can expect to receive.

The Licensor shall not be held responsible for any loss of content originating from the Licensee, for whatever reason.

The Licensor shall not be responsible if its server(s) are unavailable due to unforeseen events such as storms, war, earthquakes, failure of the public electricity network, unavailability or incorrect functioning of third party services or websites that affect the correct functioning of the Service, saturation of the Internet network, insufficient bandwidth, unavailability of third party websites and services linked to the Service, strikes, failure of the public telecommunications network and loss of Internet connectivity due to public and/or private operators on whom the Licensor depends.

Insofar as the Application requires a server or Internet connection to function, the Licensee accepts and is aware that large numbers of users at certain times may have an impact on its functioning.

Article 8 GUARANTEE IN THE EVENT OF pirating

The Licensor declares that the Application and its potential Documentation does not undermine or infringe any patent, brand, or right of any third party author from a country corresponding to the place of issue of the Software.

The Licensor guarantees the Licensee against any action in violation of the author’s rights or other intellectual property rights filed by a third party and bearing on the Application subject to the License, on condition of being warned immediately in writing by the Licensee as soon as the latter becomes aware of it, and that the alleged violation is not due to the Licensee.

Nevertheless, this guarantee is only applicable when:

(i) the Licensee has notified the Licensor in writing of any claim of pirating as soon as they become aware of it;

(ii) the Licensor guarantees, including in the event of negotiation, appeal or transaction, only the defense of its interests and those of the Licensee, following consultation with the latter, who promises to collaborate in good faith towards this defense by supplying any information and assistance necessary in this respect.

(iii) the Application involved has not been modified;

(iv) the Application involved is up to date and includes all updates successively made available by the Licensor;

(v) the Licensee has correctly followed all the advice provided by the Licensor which may lead to the disappearance or limitation of risks incurred (exchange, withdrawal, etc)

If all or part of the Application involved is recognized by a definitive judicial decision to constitute a forgery or if the Licensor considers that it is likely that all or part of the Application involved is considered as being a forgery, the Licensor can choose to either provide a non pirated Application with the same uses for the Licensee, or obtain the right for the Licensee to continue using and exploiting the said Application, or reimburse the Licensee with the price paid under the Contract.

Article 9 RESPONSABILITY

9.1 The Licensor promises to carry out its contractual obligations with as much care as possible following standard industry practice, guaranteeing the Application and its Documentation.

Under no circumstances can the Licensor be held responsible for direct or indirect damage, foreseen or unforeseen loss of profit claimed by the Licensee or their clients (in particular the loss of data, turnover, financial return, usage interruption or data availability) resulting from an express or tacit breach of guarantee, breach of current contract, false declaration or serious negligence or intentional error on the part of the Licensor.

In any event, the total responsibility of the Licensor cannot exceed the total amount in usage rights actually paid to the Licensor in the year the incident was reported.

9.2 The Licensee recognizes that the Applications may use content from third parties in the Contract. As a consequence, and as far as permitted by the applicable law, the Licensor will not be held responsible for this content that it makes available via the Application and is under no obligation to verify the content, the reliability or the exactness of the information transmitted and its compliance with all current legislation.

As a consequence:

- under no circumstances can the responsibility of the Licensor be sought in relation to content originating from third parties in the current Contract; and

- it is the Licensee’s sole responsibility to verify the information communicated to them via the Application intermediary.

For example, and non restrictively, lest it might prejudge the Application’s use covered by the current license:

- a financial operation based on the content of the “Stock Exchange” Application is the sole responsibility of a Licensee who has not consulted a professional from this sector before performing the operation;

- the Licensor cannot be held responsible for “RSS” content (syndication of web content); etc.

The Licensee accepts that some elements of the content of Applications are protected in particular by intellectual property legislation, and as such, pledges not to harm the rights of third parties.

Article 10 CASE OF FORCE MAJEURE

None of the Parties may invoke the responsibility of the other if the implementation of the Contract is late or impeded by a case of force majeure, an unforeseen event or an external cause, such as, specifically: natural catastrophes, strikes, social conflicts, state of war, earthquake, fire, explosions, intervention of governmental authorities, water damage, poor functioning or interruption to the electrical or telecommunications network.

Article 11 DURATION

The License takes effect from its acceptance by the Licensee and is consented to for the entire duration of the Application’s legal protection.

Article 12 CANCELLATION

Any breach of obligation under the License by one of the Parties could, without prejudice to any damages, lead to its cancellation without further formality on the initiative of the creditor Party 30 days following receipt of a formal notice sent by registered mail with required signature. This deadline could be brought forward to 10 days following receipt of a formal notice, in the event of pirating.

The Licensor reserves the right to cancel the License without prior formal notice in the event of a serious breach in the conditions of the License.

As soon as the License is cancelled, for whatever reason, the Licensee must:

(i) cease using the Application immediately;

(ii) within 10 days, return to the Licensor all copies of the Application in their possession as well as any Documentation or magnetic media belonging to the Licensor accompanied by a declaration agreeing these conditions;

(iii) pay any monies due to the Licensor.

The Licensee promises to explain to the Licensor, following a request from the latter, their acceptance of the obligations mentioned under this article. Any usage exceeding any of the scheduled deadlines under this article will constitute pirating.

Article 13 PRIVACY

Each of the parties promises not to divulge documents or information from the other in respect to the execution of this Contract and promises to ensure any potential collaborators also respect these arrangements.

Article 14 SPECIFIC PROVISIONS

14.1 Should one of the Parties, at any given moment, fail to cite any provision of the License or take action in respect of its violation, this cannot be considered as serving as a waiver of their right to benefit from this provision or violation.

14.2 If one or several of the License’s provisions are held to be non valid or declared as such in accordance with a law, a regulation, or following a definitive decision of a valid jurisdiction, the other provisions will retain all their force and effect.

14.3 In the event of any difficulty between any of the titles which figure at the top of clauses, the titles will be declared non existent.

14.4 The collection of provisions within the License constitute the entirety of the agreement between the Parties in view of its aim and cancels and replaces any prior commitment, declaration, negotiation, oral or written communication, acceptance, understanding and agreement between the Parties, relating to the same aim.

Article 15 CONTRACT LANGUAGE

The Contract is written in the French language. In the event of its translation into one or several foreign languages, only the French text will take precedence in the event of litigation.

Article 16 APPLICABLE LAW - LITIGATION

The current contract is governed by French law.

In the event of litigation resulting from the validity, interpretation, execution, cessation or transmission of the Contract, the Parties promise to seek an amicable solution.

Failing this, all litigation to which the License could give rise to will fall within the sole competence of French jurisdictions.

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