SenHub Agent License Agreement¶
Version 1.0 — supplement to the General Terms and Conditions of Sale of Sensor Factory. Applicable to the SenHub Agent software, all versions.
Courtesy translation — not the binding text
This English text is provided for convenience only. The agreement is drawn up in French and only the French version is binding between the parties; see Contrat de licence SenHub Agent, also available as a PDF. Where the two differ, for any reason, the French version prevails.
Certain notions of French law used here have no exact equivalent in common law. They are reproduced in French in brackets so that the intended meaning is not lost in translation.
Article 1 — Purpose and standing of this agreement¶
1.1 — This agreement (the "License Agreement") governs the grant, by SENSOR FACTORY SAS (hereinafter "Sensor Factory"), of the right to use the licensed components of the SenHub Agent software (the "Software").
1.2 — It supplements the General Terms and Conditions of Sale of Sensor Factory in force at the date of the order (the "GTC"), which remain the foundation of the commercial relationship and govern everything this agreement does not expressly address.
1.3 — Formation. Acceptance of the Order Form (Devis) by the Customer, by signature or by the issue of a purchase order referring to it, constitutes acceptance of this License Agreement and of the GTC. The Order Form states the subscribed level and the sizing parameters. The parties may agree Special Conditions (Conditions particulières); either party may request that such conditions be drawn up before the Order Form is accepted.
1.4 — Order of precedence. For what each governs, the contractual documents apply in the following order: (1) the Special Conditions, where the parties sign any; (2) this License Agreement, for the grant of the right to use the Software, its scope, its term and its control; (3) the accepted Order Form, for the subscribed level, the sizing and the price; (4) the GTC. In the event of conflict, the higher-ranking document prevails.
By way of exception, the provisions of the GTC referred to in Article 17.2 prevail over any other document, whatever its rank, including the Special Conditions and the Order Form, save for an express waiver by Sensor Factory, in writing, naming the provision derogated from and signed by a corporate officer.
Article 2 — Structure of the Software¶
2.1 — The Software consists of two sets of components under different legal regimes. This distinction governs the reading of everything that follows.
2.2 — The open core. Part of the Software, described in its documentation, is published under the Apache 2.0 license and its source code is public. The Customer holds it on the terms of that license, independently of this License Agreement.
That license is acquired, for each version, in the version in which the component was published: what has been published under Apache 2.0 remains so. Sensor Factory does not, however, undertake any particular division between the open core and the licensed components in future versions, and remains free to publish a new component under either regime.
2.3 — The licensed probes. Certain probe types, addressing equipment and software from third-party vendors, are not covered by the Apache 2.0 license. Their use is granted by this License Agreement, for consideration, for the term it sets.
2.4 — One consequence follows, which the Customer should know before signing: the expiry or termination of this License Agreement deprives the Customer of none of the rights it holds under the Apache 2.0 license over the open core. It bears on the Licensed Probes alone. The corresponding behaviour of the Software is described in Article 6.6.
Article 3 — Definitions¶
Terms defined by the GTC keep the same meaning here. In addition:
- Agent: an instance of the Software installed on a machine, physical or virtual, or run in a container.
- Estate (Parc): all Agents operated by the Customer and by the entities it controls within the meaning of Article L.233-3 of the French Commercial Code, subject to Article 15.4. The Customer answers for those entities' compliance with this agreement as for its own, and undertakes (se porte fort) that they will cooperate with the verification provided for in Article 13.3.
- Subscribed Scope (Périmètre Souscrit): the sizing parameters stated in the accepted Order Form, in particular the number of Agents, within the limits of which the right of use is granted. Failing a figure in the Order Form, the Subscribed Scope is that which the Customer declared when ordering and, failing any declaration, the number of Agents in service in the Estate at the date the agreement takes effect.
- Agent Key: the identifier each Agent produces itself on first run. It is never entered by the Customer nor assigned by Sensor Factory.
- License Token: the signed file Sensor Factory delivers to the Customer, carrying the granted level, the scope of authorised probes, the holder and the expiry date.
- Licensed Probe: a probe type whose use requires a valid License Token.
- Free Probe: any other probe type, usable without a License Token and without financial consideration.
Article 4 — Grant¶
4.1 — Sensor Factory grants the Customer, for the term set in Article 7 and subject to payment of the agreed price, a right to use the Licensed Probes corresponding to the subscribed level.
4.2 — That right is non-exclusive, non-transferable and not sublicensable. It is granted for the Customer's own needs, to the exclusion of any operation on behalf of third parties, whether for consideration or not.
4.3 — Scope. The right is exercised over the Estate within the limits of the Subscribed Scope.
The means by which that right is implemented on each Agent, whether by declaration, activation or verification, are those of the version of the Software the Customer deploys. Article 6 sets them out as they stand at the date of subscription and Article 6.8 governs their evolution. None of these means alters the Subscribed Scope, whether or not it makes it easier to monitor.
Exceeding any quantitative element of the Subscribed Scope, taken separately, gives rise to no adjustment within the limit of five per cent (5%) of the subscribed value for that element, rounded up to the next whole unit. Beyond that, the Customer informs Sensor Factory within thirty (30) days and the parties agree the corresponding extension, invoiced at the list price in force and pro rata for the remainder of the period. Failing such information within that period, Article 13.4 applies.
4.4 — At each renewal, the Customer declares to Sensor Factory in writing the elements constituting the Subscribed Scope for the following period. That declaration is a condition of renewal and forms the basis of the price. An inaccurate declaration produces the effects set out in Article 13.
4.5 — The Customer shall not circumvent, neutralise or remove the mechanisms described in Article 6, disclose its License Token to a third party, offer the Licensed Probes within a service offering to third parties, or decompile the licensed components outside the cases where the law mandatorily permits it. Article L.122-6-1 of the French Intellectual Property Code is reserved.
4.6 — The Customer shall likewise not remove or alter the ownership, license and version notices carried by the Software.
4.7 — The Customer shall not publish the results of comparative benchmarks concerning the Licensed Probes without the prior written consent of Sensor Factory. Such consent shall not be withheld without reason. Sensor Factory has thirty (30) days to respond; its silence on expiry of that period constitutes consent.
Article 5 — Levels and scope¶
5.1 — There are three levels. The subscribed level appears in the accepted Order Form and is reflected in the License Token.
- Free: all Free Probes. No License Token, no financial consideration, no limit of term or of number of Agents. This level requires no subscription; this agreement governs it only where a paid level is otherwise subscribed.
- Pro: the Free Probes, and the Licensed Probes which the product documentation designates as such at the date of subscription.
- Enterprise: the Free Probes, the Licensed Probes, and those Sensor Factory may publish during the term of the agreement, excluding modules which Sensor Factory designates, upon their publication, as being separately priced, in particular where they depend on a third-party component or infrastructure giving rise to a fee.
5.2 — The granted scope is not to be read in this License Agreement, which does not fix it, but in the documentation of the Software and in the accepted Order Form. Each Agent further indicates, in its console and through the command-line command the documentation of the Software designates for that purpose, which probe types require a license and which ones its own license authorises.
That indication is provided for information and for the Customer's convenience. A display error creates no right of use: in the event of divergence, the accepted Order Form and the documentation prevail.
5.3 — The move of a Free Probe to the licensed regime during the term of the agreement may not be invoked against the Customer: a probe it was using without a license remains so until the end of the current period. The renewal provided for in Article 7.2 opens a new period, under the regime in force at its effective date.
Article 6 — How the license control is implemented¶
6.1 — Sensor Factory sets out here how the license control works in the version of the Software delivered at the date of subscription, so that the Customer may audit it and take it into account in its own risk analysis. This description records a state of the Software; it does not fix its evolution, which Article 6.8 governs.
6.2 — A local check. The License Token is a token signed with a private key held by Sensor Factory. The Agent verifies that signature with the corresponding public key, embedded in the binary.
6.3 — No outbound connection. The verification issues no network request. The Agent contacts no license server, at installation or at run time. An Agent cut off from every public network behaves identically.
6.4 — No usage reporting. Sensor Factory receives, by reason of the license control, no data concerning the Customer's Estate: neither the number of Agents, nor their identity, nor the probes enabled, nor the machines monitored.
6.5 — A grace period. On expiry of the License Token, the Licensed Probes continue to operate for seven (7) days. That tolerance is a technical convenience intended to cover the practical delay of renewal. It does not extend the right of use, whose expiry remains that carried by the License Token.
6.6 — Partial degradation. After that period, only the Licensed Probes stop collecting. The Agent keeps running, the Free Probes keep collecting, and the configured outputs keep sending.
6.7 — The License Token carries a holder. According to what the parties agree, it designates the Customer, and is then valid for its whole Estate, or a particular Agent identified by its Agent Key, and is then valid for that Agent alone. The first form is the default; in that form, a single token activates every Agent in the Estate with no individual declaration or activation.
6.8 — Evolution of the mechanism, and guarantee of an offline path. Sensor Factory undertakes that any license-control mechanism, in the versions published during the term of the agreement, shall include an offline path: a path allowing the Customer to obtain and install the required authorisation with no outbound flow whatsoever from the Estate, by an out-of-band exchange of files. The Customer remains entirely free in the security policy of its information system, and in particular free to close all outbound flows; it is then for the Customer to use that path. Closing network flows under such a policy does not, in itself, constitute circumvention within the meaning of Article 4.5.
Subject to that guarantee, Sensor Factory may develop the license control in later versions of the Software, in particular to introduce a declaration, an activation or a remote verification, where applicable Agent by Agent. Any such mechanism is limited to the data necessary for license control and for invoicing; it bears in no case on the data the Software collects on the Customer's behalf. Changes of this nature are announced in the notes of the version introducing them. The Customer remains free not to deploy a version, subject to Article 8.4; where it deploys one, it submits to the control by one of the paths the Software offers.
Failing an offline path in a version, the Customer is not required to deploy it and retains the benefit of Article 8.4 on the previous version. If no supported version includes an offline path, the Customer may terminate the License Agreement and obtain a refund of the portion of the price corresponding to the unexpired period. That remedy exhausts Sensor Factory's obligations under this paragraph.
Article 7 — Term and renewal¶
7.1 — The agreement takes effect on delivery of the License Token and runs until the expiry that token carries.
7.2 — Automatic renewal. It then renews automatically, for successive periods of twelve (12) months, evidenced by the delivery of a new License Token. Either party may object by informing the other in writing no later than three (3) months before the expiry of the current period, without having to give reasons and with no indemnity on either side. The notice period under this article replaces that of Article 22.5 of the GTC.
7.3 — Information and financial terms. Sensor Factory informs the Customer of the expiry at least four (4) months beforehand, and communicates on that occasion the financial terms for the following period. Failing communication of new terms, those of the expiring period are carried over. Failing information within that period, the Customer may object to the renewal until the thirtieth (30th) day following receipt of that information, where applicable after the new period has taken effect, which then ends on that date against a pro rata refund. Non-renewal produces the effects described in Article 6, with no further formality.
7.4 — Cost of third-party components and infrastructure. The financial terms are set by reference to the third-party software components and infrastructure services the Software uses at the date of the order, and to their terms of availability at that same date. If one of those components or services becomes chargeable, if its pricing terms change, or if a feature of the Software comes to depend on a component or infrastructure giving rise to a fee, Sensor Factory may revise its financial terms to the extent of the additional cost it bears. The revision takes effect at the following renewal, is notified together with the information provided for in Article 7.3 and is substantiated at the Customer's request.
That revision is distinct from the annual indexation provided for in the GTC and is not set against the cap the GTC fixes. It may bear only on the additional cost actually borne by Sensor Factory and is applied only where that cost exceeds five per cent (5%) of the price of the expiring period. The Customer retains in all events the right to object to the renewal on the terms of Article 7.2.
7.5 — Withholding tax. Prices are net of any withholding. If a foreign regulation requires the Customer to apply a withholding tax on sums due to Sensor Factory, in particular by way of royalties, the Customer shall gross up its payment by the necessary amount so that Sensor Factory receives the sum it would have received in the absence of withholding. The Customer shall promptly provide the supporting documents enabling that withholding to be credited, and the parties shall apply, where relevant, the applicable tax treaty.
Article 8 — Versions and maintenance¶
8.1 — During the term of the agreement, the Customer has access to the corrective and evolutive versions of the Software published by Sensor Factory for the level it has subscribed, at no additional price. It alone decides on their deployment.
Sensor Factory remains free to market a new feature separately, in the form of a higher level or of a distinct module. Such a feature is not included in this grant, which the notes of the version introducing it state.
8.2 — Sensor Factory does not warrant backward compatibility of output formats between major versions. Changes of this nature are announced in the release notes, together with the migration path.
8.3 — Technical support, where subscribed, falls under a separate agreement and is not included in this grant.
8.4 — Supported versions. Sensor Factory is bound to correct only the current version and the major version preceding it. The undertakings in Articles 8.1 and 11 operate only for the benefit of a Customer running a supported version.
8.5 — Nature of the obligation. The Software is a tool for collecting and presenting technical data. It does not analyse the data it presents, sets no threshold and issues of itself no judgement on the state of the monitored systems. The Customer alone defines the systems to be monitored, the probes enabled, their frequency, the output destinations and, in the tools available to it, the thresholds and alerting rules.
Sensor Factory undertakes to make available Software conforming to its documentation for the version concerned, and to correct, on the terms of Article 8.4, the non-conformities reported to it. It is bound in that respect by an obligation of means (obligation de moyens) — a duty of reasonable care and skill and not a guarantee of result — in accordance with Article 10.1 of the GTC.
It does not warrant uninterrupted or error-free operation, nor the accuracy or completeness of the data the monitored systems return to it. The detection of an incident and the issuing of an alert arising from the configuration, the thresholds and the tools the Customer chooses, they do not fall within Sensor Factory's obligations.
The Software is neither a device for the safety of persons or property, nor a process control system, nor a business continuity device. It replaces neither the Customer's operating procedures, nor its human supervision, nor its own backup and recovery arrangements. The Customer remains solely responsible for the configuration it adopts and for the decisions it takes in the light of the data presented.
8.6 — Open core. The components published under the Apache 2.0 license are supplied on the terms of that license, as is and without warranty. This agreement adds no warranty in respect of them.
8.7 — Evaluation versions. Sensor Factory may make available preliminary versions, identified as such by their number or by the release notes. They are supplied as is and without warranty, for evaluation and outside production. Articles 8.1, 8.4 and 11 do not apply to them, and they do not constitute supported versions within the meaning of Article 8.4.
Article 9 — Intellectual property¶
9.1 — Sensor Factory remains the holder of all intellectual property rights in the licensed components. This License Agreement effects no assignment.
9.2 — The trade marks of third-party vendors and manufacturers, cited in the Software and in its documentation to designate the monitored systems, remain the property of their respective holders. Their mention implies neither partnership nor certification.
Article 10 — Third-party components¶
10.1 — The Software incorporates components developed by third parties and distributed under their own licenses, for the most part open-source licenses. Those licenses apply to those components and prevail, for them alone, over this License Agreement.
10.2 — No provision of this License Agreement restricts the rights the Customer holds under those licenses, nor imposes on it any obligation beyond what they provide.
10.3 — The list of those components and of their licenses is the subject of Annex 1. That annex relates to a specific version of the Software and is updated with each published version. Sensor Factory provides the Customer, on simple request, with the annex corresponding to the version it runs; it also accompanies the Software and appears in its documentation.
10.4 — Sensor Factory grants no right over those components beyond what their holders grant, and assumes in respect of them no obligation of warranty or of maintenance.
Article 11 — Warranty against eviction and conduct of infringement claims¶
11.1 — Sensor Factory declares that it holds the rights necessary for the grant made by this License Agreement.
11.2 — If a third party brings against the Customer a claim based on the allegation that the licensed components, in a version supported within the meaning of Article 8.4 and used in accordance with this License Agreement, infringe its intellectual property rights, Sensor Factory shall take conduct of the claim and bear the sums awarded against the Customer by a court decision that has become final and unappealable (passée en force de chose jugée), or under a settlement it has itself concluded or approved in writing.
Not covered are the Customer's internal costs, advisers it engages of its own accord, or any indirect loss within the meaning of the GTC.
11.3 — This warranty is subject to four cumulative conditions: that the Customer notify Sensor Factory promptly and in writing, and in any event within a period that does not compromise the defence; that it leave Sensor Factory conduct of the claim and full latitude to settle; that it provide the information and assistance necessary to the defence; and that it refrain from any admission of liability and from any settlement without Sensor Factory's written consent.
11.4 — Should use of the Software be enjoined, Sensor Factory shall, at its option and at its expense, obtain the right to continue the use, replace or modify the element concerned so as to end the infringement, or refund the Customer the portion of the price corresponding to the unexpired period. That refund ends the License Agreement for the future and exhausts Sensor Factory's obligations under this article.
11.5 — The warranty does not operate where the infringement results from a modification of the Software by the Customer or by a third party, from a combination with elements Sensor Factory did not supply, from a use not in accordance with this License Agreement, from continued use of a version not supported within the meaning of Article 8.4, from continued use of the element concerned after Sensor Factory has made available a corrected or replacement version or has invited the Customer in writing to cease its use, or from a third-party component within the meaning of Article 10.
11.6 — The provisions of this article constitute Sensor Factory's sole warranty in respect of third-party intellectual property rights and, subject to that, exhaust the Customer's remedies in that respect. They operate within the limit of the liability cap set by the GTC and, should that cap not apply, within the limit of the sums actually received by Sensor Factory under this License Agreement in the twelve (12) months preceding the triggering event.
This article neither limits nor excludes the warranty owed by Sensor Factory by reason of its own act (fait personnel), nor its liability in the event of wilful misconduct (dol) or gross negligence (faute lourde).
Article 12 — Data¶
12.1 — The Software collects technical data on the systems the Customer designates to it and transmits them to the destinations the Customer configures. Sensor Factory is the recipient of none of those data, unless the Customer expressly configures an output to a platform operated by Sensor Factory, in which case the terms of that platform apply in addition.
12.2 — The Customer remains the controller within the meaning of Regulation 2016/679 for the data the Agent collects. It is for the Customer to verify that the probes it enables do not collect personal data beyond what its own analysis permits.
Sensor Factory receives none of those data, processes them for no purpose of its own and determines neither their purposes nor their means. It therefore acts in respect of them neither as controller nor as processor within the meaning of Article 28 of that Regulation. Article 12.2 of the GTC does not apply to those data.
The Customer undertakes not to configure the Agent so as to transmit personal data to Sensor Factory. Should it contemplate a configuration having that effect, it shall inform Sensor Factory in writing and in advance, and the parties shall agree the provisions required by Article 28 of Regulation 2016/679 before it is implemented.
By way of exception, if a version of the Software implements a mechanism within the meaning of Article 6.8, Sensor Factory is the controller for the sole data that mechanism transmits to it for the purposes of license control and invoicing. It informs the Customer thereof in the release notes and in its privacy policy.
12.3 — Customer's indemnity. The Customer shall indemnify Sensor Factory against any claim by a third party or by a data subject founded on the data the Agent collects, carries or presents under the Customer's configuration, or on the systems it has designated to the Agent, and shall bear the financial consequences thereof.
If a supervisory authority opens proceedings against Sensor Factory concerning those same data, the Customer shall promptly provide the information and assistance necessary to its defence and shall bear the defence costs incurred. Financial penalties imposed by an authority remain borne by the party on which they are imposed.
This indemnity operates on the conditions of Article 11.3, applied for the benefit of Sensor Factory.
Article 13 — Compliance verification¶
13.1 — For as long as the control described in Article 6 does not measure usage, compliance rests first on the Customer's declaration provided for in Article 4.4. The Customer is bound by the accuracy of that declaration.
13.2 — Sensor Factory may, once per twelve (12) month period and on thirty (30) days' notice, request from the Customer a written attestation of the subscribed level and of the scope of use, signed by a duly authorised person.
13.3 — Verification. Where there is serious indication of use exceeding the subscribed scope, Sensor Factory may have a verification carried out, by itself or by an independent third party bound to secrecy, on thirty (30) days' notice. That verification takes place during business hours, without disrupting operations, and bears only on the elements necessary to establish the scope. It opens no access to the data the Software collects on the Customer's behalf.
The verification proceeds from the inventories and logs the Customer holds, according to a method Sensor Factory communicates to it with the notice. It requires the execution of no program supplied by Sensor Factory within the Customer's information system. Its conclusions are established on an adversarial basis.
13.4 — Costs and adjustment. The costs of verification are borne by Sensor Factory. They fall to the Customer where the verification establishes use exceeding the Subscribed Scope beyond the tolerance provided for in Article 4.3.
In that case, or where the Customer has omitted the information provided for in Article 4.3, the Customer shall pay the price difference for the period during which the excess is established, and at most for the twelve (12) months preceding the notification of the verification or of the omission. The adjustment is calculated on the financial terms of the accepted Order Form.
It is calculated at the list price in force, increased by twenty per cent (20%), where the excess arises from a knowingly inaccurate declaration or from the defeating of the mechanisms of Article 6.
Payment of that adjustment constitutes an extension of the Subscribed Scope for the current period. Sensor Factory may not subject the usage so regularised to a further verification.
13.5 — A deliberate breach of Articles 4.4, 13.2 or 13.3 constitutes a material breach within the meaning of Article 16.
Article 14 — Compliance: export control and probity¶
14.1 — The Customer undertakes to comply with French, European and, where applicable, foreign regulations on export control and restrictive measures.
14.2 — It shall in particular not export, re-export, transfer or make available the Software, directly or indirectly, for the benefit of a country, person or entity subject to an embargo or asset-freezing measure, in particular under European Union regulations, the Export Administration Regulations and the sanctions programmes administered by the Office of Foreign Assets Control of the United States, nor use it for a prohibited purpose, in particular in connection with nuclear, chemical or biological weapons or their delivery systems.
14.3 — The Customer declares that it is not itself subject to any such measure and shall inform Sensor Factory promptly should it become so. It shall indemnify Sensor Factory against the consequences of a breach of this article, which furthermore constitutes a material breach within the meaning of Article 16. Financial penalties imposed by an authority remain borne by the party on which they are imposed.
14.4 — Probity. Each party declares that it complies with the applicable regulations on the prevention of corruption and influence peddling, in particular French Law no. 2016-1691 of 9 December 2016, the UK Bribery Act 2010 and the Foreign Corrupt Practices Act, and shall not offer, promise or grant any payment or advantage whatsoever with a view to obtaining an undue advantage. Each party undertakes that its officers, employees and subcontractors involved under the agreement observe the same rules. A breach of this article constitutes a material breach within the meaning of Article 16.
Article 15 — Assignment and change of control¶
15.1 — The Customer may not assign this License Agreement, nor the rights and obligations arising from it, without the prior written consent of Sensor Factory. In the event of a universal transfer of its assets and liabilities, the agreement continues as of right with the transferee, subject to prior information of Sensor Factory.
15.2 — Sensor Factory may assign this License Agreement to a company of its group or to the acquirer of the business line concerned, subject to information of the Customer.
15.3 — One clarification is called for, the grant bearing on the whole Estate. In the event of a change of control of the Customer, the Estate covered remains that which existed at the date of the transaction, together with its own organic growth. Extension of the grant to the estate of the acquirer or of the entities it otherwise controls is the subject of an amendment.
15.4 — The same applies in the other direction. Where the Customer takes control of an entity during the term of the agreement, that entity's estate enters the Estate only at the following renewal, on the basis of the declaration provided for in Article 4.4 and of the financial terms arising from it.
Article 16 — Termination¶
16.1 — Either party may terminate the agreement in the event of a material breach by the other, not remedied within thirty (30) days of a formal notice to cure (mise en demeure).
16.2 — Suspension. In the event of failure to pay when due, or of a breach of Articles 4.5, 4.6, 13 or 14, Sensor Factory may suspend the issue of any new License Token, with no formality other than written notification and without prejudice to its right of termination.
16.3 — Termination entails the immediate cessation of the right to use the Licensed Probes. The Customer shall cease such use and attest to it in writing within thirty (30) days. It is not required to uninstall the Agent nor deprived of the Free Probes, whose use falls under the Apache 2.0 license.
16.4 — Sums paid in respect of the current period remain acquired by Sensor Factory. In the event of termination through its fault, it shall refund the portion of the price corresponding to the unexpired period. That refund is set against any indemnity due, within the limits fixed by the GTC and restated in Article 17.2. Sums remaining due become immediately payable.
16.5 — Survival. There survive the end of the agreement, whatever the cause, Articles 1.4, 2.4, 4.5 to 4.7, 8.5 to 8.7, 9 to 14 and 17, together with any provision whose nature requires that it remain.
Article 17 — Governing law, liability and language¶
17.1 — This License Agreement is governed by French law. The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 does not apply to it.
17.2 — Limitations of liability. The provisions of the GTC relating to the nature of Sensor Factory's obligation, to the exclusion of indirect loss, to the liability cap, to the claim period, to force majeure and to dispute resolution apply to this License Agreement. They cover the entirety of the obligations it stipulates, including the undertakings, declarations and warranties it contains, as well as the conduct and indemnification obligations of Articles 11 and 12.
In accordance with Article 1.4, they prevail over any contrary provision of any other contractual document; any provision derogating from them without the express waiver provided for in Article 1.4 is of no effect.
Should one of those provisions not apply, Sensor Factory's liability remains limited to the sums it has actually received under this License Agreement in the twelve (12) months preceding the triggering event.
The limitations and exclusions provided for in this article apply neither to wilful misconduct (dol), nor to gross negligence (faute lourde), nor to personal injury, nor to any liability which cannot be limited under the applicable law.
The parties acknowledge that the financial terms of this License Agreement reflect the allocation of risk resulting from this article, and that Sensor Factory would not have contracted without it.
17.3 — Force majeure. Article 17 of the GTC applies to this agreement. The following are in particular capable of constituting force majeure, where they meet the conditions of Article 1218 of the French Civil Code: natural disasters, fires and floods, wars, acts of terrorism and civil unrest, epidemics and the health measures relating to them, decisions of a public authority, general or sectoral strikes, large-scale cyberattacks, and prolonged interruption of public telecommunications or energy supply networks.
17.4 — This License Agreement is drawn up in the French language. Sensor Factory may provide a translation, in particular into English, for the Customer's convenience. Such a translation has informational value only: only the French version is binding between the parties, and it alone will be relied upon before any court. In the event of divergence between the French version and a translation, whatever the cause, the French version prevails.
Signatures¶
Executed at ……………………………, on …………………………, in two original counterparts.
For SENSOR FACTORY SAS — Name: ………………………… Capacity: …………………………
For the Customer — Entity: ………………………… Name: ………………………… Capacity: …………………………
This agreement may be signed electronically, on the terms of Articles 1366 and 1367 of the French Civil Code and of Regulation (EU) No 910/2014. It may be signed in several separate counterparts, all of which together form one and the same instrument.
Annex 1 — Third-party components¶
This annex relates to a specific version of the Software. It is produced from the build's dependency graph, and therefore describes what is actually linked into the distributed binary rather than what the dependency file declares: a component used by the tests alone does not appear in it.
The licenses below apply to those components alone and prevail, for them, over this License Agreement, in accordance with Article 10.
The list of third-party components linked into the distributed binary, with their respective licenses, is published and kept up to date at Third-party components.