End User Licence Agreement - Obeo AI for Capella

The “LICENSOR” is Obeo, a simplified joint-stock company (SAS) with share capital of €499,963.63, whose registered office is located at 7 Boulevard Ampère, BP 20773, Espace Performance La Fleuriaye, 44481 CARQUEFOU CEDEX, FRANCE. The “LICENSOR” specializes in the provision of software, in particular in the field of modeling tools and associated services.

The “LICENSEE” is the organization wishing to use the Obeo AI for Capella software (the “SOFTWARE”) in order to carry out modeling activities for its own needs.

AI for Capella is an Add-on to the open source software Capella licenced under the Eclipse Public Licence v.2.0. This Agreement governs only the AI for Capella add-on. The Capella platform, Eclipse components, and any third-party AI services remain subject to their respective licenses and terms.

The LICENSEE and the LICENSOR are hereinafter collectively referred to as the “Parties” or individually as a “Party.”

The “USER” means any person authorized by the LICENSEE to use and access the SOFTWARE in accordance with these terms. The LICENSEE is responsible for ensuring that the SOFTWARE is used by the USER in compliance with the provisions of this End User License Agreement (“EULA”), and in particular for ensuring that each USER accepts and complies with the EULA.

1 - Intellectual Property Rights

LICENSEE acknowledges that the SOFTWARE, as well as any copies LICENSEE is authorized to make by OBEO, constitute the intellectual property of OBEO and its licensors.

The license to use the SOFTWARE does not entail any transfer of ownership rights and grants only the rights of use stipulated herein.

LICENSEE is granted a non-exclusive and non-transferable right to use the SOFTWARE in executable form on a single machine, subject to payment of the agreed price in accordance with the terms of the Technical and Financial Proposal.

LICENSEE undertakes not to infringe, directly or indirectly, the rights held by OBEO. LICENSEE undertakes to take all necessary measures with respect to its authorized LICENSEES to ensure confidentiality and compliance with the proprietary rights relating to the SOFTWARE. In particular, the LICENSEE undertakes to ensure that its personnel do not retain any documentation or any copy or reproduction of the SOFTWARE.

The SOFTWARE may also include software components subject to so-called “open source” licenses. Such components are governed exclusively by their respective license terms, which shall prevail with respect to such components.

These components are provided “as is,” without any warranty of any kind from the LICENSOR, who shall not be held liable in respect of such components beyond what is permitted under the applicable licenses.

LICENSEE retains ownership of its data, models, and other content processed through the SOFTWARE. OBEO claims no ownership over LICENSEE inputs or AI-generated outputs.

2 - Rights of Use of the SOFTWARE

Obeo grants LICENSEE a non-exclusive, non-assignable and non-transferable right to use the SOFTWARE and its documentation, by the LICENSEES in accordance with its intended purpose and for the LICENSEE’s own needs, for the duration and for the maximum number of LICENSEES specified in the Technical and Financial Proposal.

The LICENSEE may authorize third parties and subcontractors (each an “Authorized Third Party”) to use the SOFTWARE in accordance with this EULA, and solely in connection with work performed for the LICENSEE’s projects, provided that each Authorized Third Party is bound by written confidentiality and intellectual property obligations at least equivalent to those set out in this EULA.

The LICENSEE shall remain fully liable, jointly and severally with such Authorized Third Parties, for any breach of this EULA.

At the LICENSOR’s request, the LICENSEE shall provide the list of Authorized Third Parties having access to the SOFTWARE.

LICENSEE is responsible for any breach of this EULA by an Authorized Third Party. Under no circumstances may the LICENSEE sublicense, sell, resell or lease access to the SOFTWARE to an Authorized Third Party.

The LICENSEE is responsible for ensuring that the SOFTWARE is used in compliance by the USER. The LICENSEE undertakes to ensure that each USER accepts and complies with this EULA.

Under the right of use granted by this license, the LICENSEE may reproduce, permanently or temporarily, the SOFTWARE for the purposes of loading, displaying, running, transmitting or storing the SOFTWARE.

The LICENSEE may make one backup copy of the SOFTWARE, unless such copy is provided by Obeo. The LICENSEE shall have the same rights and obligations with respect to the backup copy as those applicable to the licensed copy of the SOFTWARE.

Except for the rights expressly granted above and without prejudice thereto, the LICENSEE is not authorized to:

• copy, print, transfer, transmit or display all or part of the SOFTWARE;

• sell, rent, sublicense or distribute the SOFTWARE in any manner whatsoever;

• use the SOFTWARE to provide data processing services, service bureau services, time-sharing services or any similar services of any kind to any other individual, company or entity;

• modify the SOFTWARE and/or merge all or part of it into other computer programs;

• compile, decompile, disassemble, translate, analyze, reverse engineer or attempt to do so, except within the limits permitted by law.

Notwithstanding the foregoing, the SOFTWARE may not be supplied or made available, and the LICENSEE shall not authorize its supply or availability, directly or indirectly, to any country subject to trade sanctions by France, to individuals or entities controlled by such countries, or to nationals or residents of such countries, other than nationals who are lawfully permanent residents of countries not subject to such sanctions.

3 - Evaluation Licence

The LICENSOR may grant the LICENSEE an evaluation license solely for evaluation, testing and demonstration purposes, allowing the LICENSEE to evaluate, test and use the SOFTWARE for a period mutually agreed with the LICENSEE, in order to confirm its suitability for the USER’s needs.

In this context, the LICENSEE is authorized to download or install an evaluation version of the SOFTWARE.

Accordingly, LICENSEE undertakes not to use the SOFTWARE for purposes inconsistent with those for which the evaluation license is granted. For example, LICENSEE may not use or deploy the SOFTWARE in a production environment.

LICENSEE accepts the terms of this EULA and, in particular, undertakes not to reverse engineer, disassemble or decompile the SOFTWARE covered by an evaluation license. LICENSEE shall not claim any rights in the copyrights, trade secrets, patents, trademarks or other proprietary rights relating to the SOFTWARE, nor in any modification, improvement or derivative work of the SOFTWARE.

At the end of the contractually stipulated evaluation period, LICENSEE undertakes either to acquire a full license to use the SOFTWARE from the LICENSOR or to cease all use of the SOFTWARE and destroy it.

OBEO provides no support or maintenance services in connection with evaluation licenses.

4 - Use of the SOFTWARE

The LICENSEE acknowledges having been informed by the LICENSOR of all technical prerequisites necessary for the optimal operation of the SOFTWARE. The LICENSEE is further informed that such prerequisites may evolve, in particular for technical reasons.

The LICENSEE undertakes not to allow unauthorized persons to access the SOFTWARE.

In the event of a security breach identified by Obeo that is likely to seriously compromise the security of the SOFTWARE and/or the Data, Obeo undertakes to inform the LICENSEE within a reasonable period. This obligation to inform shall not apply where the identified security breach is caused by the LICENSEE’s environment.

The SOFTWARE enables the LICENSEE to connect to and interact with third-party artificial intelligence services, models, platforms, or providers (collectively, "AI Services").

Such features may require the use of third-party AI services selected and contracted directly by the LICENSEE. Unless otherwise expressly agreed, subscriptions, access rights, API keys, usage credits, and any fees associated with such third-party AI services are not included in the SOFTWARE and shall be borne by LICENSEE.

LICENSEE acknowledges that the operation of these AI features depends, among other things, on the selected third-party provider, the AI model used, its configuration, its technical and contractual limitations, and changes to its APIs or terms of use. Accordingly, Obeo does not warrant compatibility with all AI models, providers, versions, or configurations, nor that such features will operate without errors or interruptions.

Any content, suggestions, analyses, or other outputs generated or proposed through these AI features are provided solely as an aid to the LICENSEE. Such outputs may be inaccurate, incomplete, or unsuitable for LICENSEE's particular context and must be reviewed and validated by the LICENSEE before any use or reliance.

LICENSEE is solely responsible for selecting, configuring, accessing, and using any AI Service, including obtaining and maintaining all required subscriptions, licenses, API keys, credentials, and permissions. The use of any AI Service by the LICENSEE is governed exclusively by the applicable terms, conditions, privacy policies, and other agreements of the relevant third-party provider.

5 - Term of the Licence and Termination

With the exception of an evaluation licence, the SOFTWARE is licensed either for a limited term specified in a Technical and Financial Proposal or for the legal term of copyright protection.

Where the license is granted for the legal term of copyright protection, it shall expire on the date of expiration of the copyright term. In such case, the license is strictly limited to the version of the SOFTWARE provided on the subscription date. Unless otherwise stipulated, a perpetual license does not include any right to major updates, new versions or developments of the SOFTWARE.

Where the license is granted for a limited term (subscription), it shall expire on the date specified in the Technical and Financial Proposal.

Where the license is granted as part of an evaluation, it shall expire on the date scheduled for the end of the evaluation.

Any unauthorized or non-compliant use of the SOFTWARE under these terms shall result in automatic termination of this license one month after formal notice has been sent and remained without effect, without prejudice to any legal action seeking compensation for losses or damages suffered by the LICENSOR and the intellectual property rights holder.

Upon termination of the contractual relationship for any reason whatsoever, the LICENSEE undertakes either to return to Obeo within 30 days all components of the SOFTWARE, including media and all copies made, certifying in writing the completeness of such return, or to provide written certification that the SOFTWARE, its media and all copies have been destroyed.

6 - Warranties and Liability

No warranty is granted with respect to the SOFTWARE unless otherwise stipulated. To the fullest extent permitted by law, all warranties are expressly excluded, including:

• any warranty that the SOFTWARE will meet the LICENSEE’s needs;

• any warranty that the SOFTWARE will be error-free, operate uninterruptedly, or that all errors will be corrected;

• any warranty of fitness for a particular purpose and non-infringement;

• and any other contractual warranty.

In no event shall the LICENSOR be liable for any indirect damage such as loss of profits, loss of business, loss of revenue, loss of contracts, loss of anticipated savings (direct or indirect), damage to image or reputation, management or operating costs, loss of time, loss of use, loss of value or damage to data, or any other indirect loss or damage. Any damage suffered by a third party shall be deemed indirect damage and shall not give rise to compensation.

Obeo does not own, operate, control, endorse, or guarantee any AI Service and makes no representation or warranty regarding the availability, performance, security, accuracy, legality, or continued compatibility of any AI Service. AI Services may be modified, suspended, discontinued, or made subject to new technical or commercial conditions by their respective providers at any time, without notice.

Subject to applicable legal limitations of liability, regardless of the basis of liability, damages payable by the LICENSOR to the LICENSEE shall not exceed the price set out in the Technical and Financial Proposal for the purchase or subscription of the licenses.

In particular, the PROVIDER shall not be held liable in the event of:

• use of the SOFTWARE in a manner not provided for in the user documentation or not expressly authorized under this EULA;

• modification of all or part of the SOFTWARE not carried out by Obeo or one of its approved service providers;

• use of the SOFTWARE despite Obeo’s recommendation to suspend such use;

• use of the SOFTWARE in an environment or configuration not complying with Obeo’s technical prerequisites, or in connection with third-party programs or data not expressly approved by Obeo;

• occurrence of any damage resulting from a fault or negligence of the LICENSEE, or which could have been avoided by seeking Obeo’s advice;

• use, in connection with the SOFTWARE, of programs not supplied or approved by Obeo and likely to affect the SOFTWARE.

Obeo shall also not be liable for any interruption, degradation of service, loss of functionality, inaccurate or incomplete outputs, data processing practices, or other consequences arising from the use of, or inability to access, any AI Service or from any modification made by a third-party provider.

LICENSEE acknowledges that prompts, model data, or other information selected for processing may be transmitted to the chosen AI Service. LICENSEE is solely responsible for ensuring that it has all necessary rights and authorizations to transmit such information and that its use of the AI Service complies with all applicable laws, regulations, contractual obligations, and internal policies.

Where the LICENSEE wishes to obtain the information necessary to implement interoperability between the SOFTWARE and another independently developed software program, LICENSEE undertakes to consult OBEO before undertaking any such work, and the LICENSOR may provide the necessary information. The parties shall negotiate reasonable compensation for this service.

If OBEO is unable to provide the necessary interoperability information, the LICENSOR may authorize LICENSEE to decompile or reproduce the SOFTWARE strictly within the limits provided for under Article L.122-6-1 IV of the French Intellectual Property Code.

In accordance with Article L.122-6-1 III of the French Intellectual Property Code, LICENSEE is authorized to observe, study or test the functioning or security of the SOFTWARE in order to determine the ideas and principles underlying any element of the SOFTWARE, provided that this is done during loading, display, execution, transmission or storage of the SOFTWARE in accordance with the rights granted under this agreement. The LICENSOR must be informed of any such activity.

LICENSEE shall not reproduce or transfer, whether free of charge or for consideration, by any means whatsoever, including electronically, the documentation relating to the SOFTWARE.

LICENSEE acknowledges that the SOFTWARE may contain Open Source components subject to separate license terms. The applicable license terms are provided by the LICENSOR to the LICENSEE, either as part of the SOFTWARE or in the documentation.

7 - Warranty Against Infringement

Obeo warrants peaceful enjoyment of the software provided to the LICENSEE, with respect to its own acts. Obeo declares that, to its knowledge and as of the date of signature of the agreement, such software does not contain infringing elements or elements violating third-party rights, and that it is not aware of any third-party claims in this respect.

Accordingly, Obeo undertakes, at its own expense, to defend the LICENSEE against any claim alleging copyright or other intellectual property infringement relating to the SOFTWARE, provided that it is notified immediately in writing by the LICENSEE and that the alleged infringement does not result from the LICENSEE’s acts. This undertaking is expressly limited to software for which Obeo holds the relevant proprietary rights.

Obeo shall have sole control over the conduct of the proceedings and full discretion to settle or pursue any action as it sees fit. The LICENSEE shall provide all necessary information, evidence and assistance to enable Obeo to conduct its defense or reach a settlement.

If the LICENSEE’s liability is established by a final court decision, Obeo shall indemnify the LICENSEE for all damages awarded against it, as well as reasonable attorneys’ fees incurred, provided that Obeo receives from the LICENSEE evidence of the third party’s claim and proof of payment of the damages and attorneys’ fees.

Notwithstanding the foregoing, under no circumstances shall the LICENSEE request Obeo to transfer intellectual property rights relating to open-source or free software licenses or software belonging to third parties.

If an injunction prohibiting use of the SOFTWARE is issued as a result of an infringement action or results from a settlement entered into by Obeo, Obeo may, at its option and expense:

• obtain the right for the LICENSEE to continue using the SOFTWARE;

• replace the infringing element with an equivalent non-infringing element or modify it to avoid infringement;

• terminate the EULA and refund the License fee on a pro rata basis for the period during which the LICENSEE was unable to use the SOFTWARE due to the infringement action, calculated from the date of the Purchase Order or renewal. If the License is perpetual, the pro rata calculation shall apply over a five (5) year period.

8 - Audit

During the term of this agreement and for one year following its termination for any reason, Obeo may, at its own expense, conduct or have conducted by an independent third party an audit to verify that the LICENSEE is using the SOFTWARE in accordance with the contractual terms agreed with Obeo. The audit shall be limited to the information, records, systems and premises strictly necessary to verify compliance with the SOFTWARE usage rights, excluding any unrelated information.

Obeo shall notify the LICENSEE in writing of its intention to conduct an audit at least fourteen (14) calendar days prior to the proposed audit date and shall provide the LICENSEE with the list of persons responsible for conducting the audit.

The LICENSEE shall fully cooperate with Obeo and/or the third-party auditor during the audit by providing appropriate access to all premises, IT systems and documents necessary for the audit. The LICENSEE shall also allow the third-party auditor to share the audit results with Obeo.

Obeo undertakes to maintain, and to ensure that any third party acting on its behalf maintains, strict confidentiality of the information collected during the audit.

If the audit reveals that the LICENSEE’s use of the SOFTWARE breaches the General Terms and Conditions and/or other contractual terms agreed with Obeo, Obeo may give formal notice to the LICENSEE to remedy the identified non-compliance within thirty (30) business days. If the LICENSEE fails to remedy the non-compliance within the specified period, Obeo may, without limitation, suspend access to the SOFTWARE, request financial compensation (for example, payment at the applicable rates for additional required licenses), or immediately terminate the EULA.

9 - Governing Law and Jurisdiction

This EULA shall be governed by and construed in accordance with French law.

The Parties undertake to act in good faith to seek an amicable resolution of any dispute arising between them relating to the formation, performance or interpretation of the agreement.

If, after a period of one (1) month from written notification of the dispute by one Party to the other, no amicable settlement has been reached, the most diligent Party may refer the matter to the Commercial Court of Nantes, which shall have exclusive jurisdiction to settle the dispute, including in cases of multiple defendants, summary proceedings or third-party claims.