Legal Information

Copyright (c) 2006, 2024 THALES GLOBAL SERVICES.
All rights reserved.

TEAM FOR CAPELLA Software User Agreement

OBEO S.A.S. is a French company, headquartered at 7 Boulevard Ampere, BP 20773,
44470 CARQUEFOU, FRANCE, and registered with the Business Number: 485 129 860
RCS Nantes.

THALES GLOBAL SERVICES S.A.S. is a French company, headquartered at 19-21 avenue
Morane Saulnier, 78 140 Velizy Villacoublay, FRANCE, and registered with the Business
Number 424 704 963 R.C.S. VERSAILLES.

The SOFTWARE is the TEAM FOR CAPELLA software.

The USER is the recipient of the SOFTWARE license (the licensee).

I. Intellectual property rights

1.  The company THALES GLOBAL SERVICES possess intellectual property rights over
    the SOFTWARE and OBEO hereby confirms that it holds a concession for distribution
    and technical support & maintenance rights for said SOFTWARE.

2.  The user license for the SOFTWARE does not result in any transfer of the ownership
    of property rights, and entails solely the user rights stipulated herein.

3.  The USER receives a non-exclusive and non-transferable right to use the
    SOFTWARE in a form that runs on one machine, provided payment of the agreed
    price is received in accordance with the terms of the agreement.

4.  The USER undertakes not to directly or indirectly infringe the rights held by THALES
    GLOBAL SERVICES and OBEO. The USER undertakes to take all measures
    necessary relative to its authorised users to ensure the confidentiality and respect of
    property rights over said SOFTWARE. The USER undertakes in particular to ensure
    that its personnel do not keep any documentation or any copies or reproductions of
    the SOFTWARE.

II. Scope of rights granted under the license

1.  The SOFTWARE will be used solely for the USER's internal requirements and the
    requirements of users authorised by the USER, up to the maximum number of
    authorised users, and for a perpetual or limited duration of use as described and
    approved by both parties in the Technical and Financial Proposal issued by OBEO or
    in the USER purchase order. Third parties outside the USER's company are excluded
    from the license.

    The USER must ensure that only authorised users have access to the SOFTWARE.
    Any additional license requested by the USER will incur an additional charge based
    on the current schedule of charges.

2.  The USER is permitted to:

    a.  Install and use the SOFTWARE on a computer or virtual machine, provided
        the user has a user license;
    b.  Transfer the SOFTWARE from one computer to another;

3.  The USER will refrain from assigning, leasing, supplying, distributing or lending the
    SOFTWARE, and from granting sub-licenses or any other rights, without prior written
    agreement from OBEO.

    More generally, the USER undertakes not to disclose all or part of the SOFTWARE to
    any third party by electronic methods, over the internet, or by any other means.

4.  The USER undertakes not to make any amendment, modification, correction,
    arrangement, adaptation, transcription, combination or translation of all or part of the
    SOFTWARE without express, prior, written permission from OBEO, for which OBEO
    itself will first obtain express permission from THALES GLOBAL SERVICES.

5.  The USER is permitted to make and keep a single copy of the SOFTWARE for
    backup and archiving purposes and for use in recovery in the event of an incident.

    The USER is not permitted to reverse engineer, decompile or translate the
    SOFTWARE.

6.  The USER acquires no rights over the SOFTWARE source code, and OBEO alone
    reserves the right to make modifications, under supervision from THALES GLOBAL
    SERVICES, in order to correct any faults or development enhancements to the
    SOFTWARE.

    Only the owner of the intellectual property rights is in fact permitted to modify the
    SOFTWARE, change versions, amend the functionality, specifications, options and all
    other features, without providing notice to the USER and without the USER being
    able to derive any advantage whatsoever therefrom.

7.  In the event the USER wishes to obtain indispensable information for the
    implementation of interoperability between the SOFTWARE and some other software
    developed independently by the USER, for a use that is consistent with the
    SOFTWARE's intended purpose, the USER undertakes to consult OBEO before
    starting any work to this end, and OBEO can provide the USER with the information
    needed to provide this interoperability, which OBEO itself obtains from THALES
    GLOBAL SERVICES. The parties will negotiate a reasonable fee in exchange for this
    service.

    If THALES GLOBAL SERVICES is unable to provide the information required to
    provide interoperability of the SOFTWARE, OBEO will be entitled to authorise the
    USER to decompile or reproduce the SOFTWARE, strictly within the stipulations of
    Article L.122-6-1 IV of the French Intellectual Property Code.

8.  Pursuant to Article L.122-6-1 III of the French Intellectual Property Code, the USER is
    permitted to observe, study or test the functioning or security of the SOFTWARE, in
    order to determine the ideas and principles which underlie any element of the
    SOFTWARE if this is done while loading, displaying, running, transmitting or storing
    the SOFTWARE as the USER is permitted to do by virtue hereof.

    THALES GLOBAL SERVICES must be informed of any activity of this kind performed
    pursuant hereto.

9.  The USER will refrain from reproducing the documentation about this SOFTWARE
    without prior written permission from OBEO.

10. Any unauthorised use, or use not compliant with these conditions of use of the
    SOFTWARE, will result in termination of the present user license as of right one
    month after the sending of formal notice that is not acted upon, and without prejudice
    to any legal proceedings seeking remedy for any subsequent loss or harm suffered
    by OBEO and the holder of the intellectual property rights.

11. The USER acknowledges that the software may contain Open Source Software
    which may be subject to separate license terms. The relevant license terms are
    provided by OBEO to the USER either as part of the SOFTWARE or as part of the
    documentation.

III. Evaluation license

1.  OBEO may grant the USER an evaluation license solely for evaluation, testing and
    demonstration purposes, enabling the USER to evaluate, test and use the
    SOFTWARE for a set period with a maximum of 2 months, in order to confirm its
    suitability.

2.  The USER is then allowed to download or install an evaluation version of the
    SOFTWARE.

3.  The USER will consequently refrain from using the SOFTWARE for any purpose
    inconsistent with those for which the evaluation license is granted. For instance, the
    USER will not use or deploy the SOFTWARE in any production environment.

    The USER in particular may not decompile, copy or reproduce in any way whatsoever
    the SOFTWARE made available to the USER.

4.  At the end of the contractually-stipulated evaluation period, the USER undertakes
    either to acquire a full user license for the SOFTWARE from OBEO, or to destroy the
    SOFTWARE and stop using it.

5.  OBEO does not provide any support or maintenance service relative to evaluation
    licenses.

IV. Change in designated system

1.  The USER is responsible for the proper operation of the hardware used to run the
    SOFTWARE and for the compliance of its environment with OBEO's specifications.

2.  In the event of a permanent or temporary change in the system designated by the
    USER, the USER must have ensured beforehand that the future designated system
    is compatible with the SOFTWARE, and notify OBEO of the change. OBEO may
    refuse to ratify the change of system. If the USER fails to comply with such a refusal,
    OBEO is entitled to terminate this agreement.

3.  In all cases where the designated system is changed, the USER undertakes to
    immediately destroy all files comprising the copy of the SOFTWARE installed on the
    previous designated system.

V. Warranty and maintenance

1.  It is recommended that the USER take out a support & maintenance contract, its
    terms and renewal conditions are set forth in the Technical and Financial Proposal
    issued by OBEO.

2.  OBEO warrant the software conforms to its documentation, however, the USER
    acknowledges and agrees that the SOFTWARE is not guaranteed to run either error-
    free or without interruption and that the USER is under the exclusive control and
    responsibility for the usage of any inputted or generated outputted data (including its
    accuracy and adequacy). While the warranty or support & maintenance contract is
    active, Obeo is committed to remedying at its expense any blocker issue detected by
    the USER under the condition it can be reproduced on a non-modified software
    executed within the technical requirements set forth in the documentation. The USER
    acknowledges and commits to execute the process set forth in the Technical and
    Financial Proposal to create such requests.

3.  EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SOFTWARE IS
    PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF
    ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION,
    ANY WARRANTIES OR CONDITIONS OF TITLE, MERCHANTABILITY OR
    FITNESS FOR A PARTICULAR PURPOSE. The USER is solely responsible for
    determining the appropriateness of using the SOFTWARE and assumes all risks
    associated with its exercise of rights under this agreement, including but not limited to
    the risks and costs of program errors, compliance with applicable laws, damage to or
    loss of data, programs or equipment, and unavailability or interruption of operations.
    OBEO does not guarantee against the risks inherent in using the SOFTWARE
    including but not limited to service interruption, loss of connection, data loss, system
    crashes, poor performance or deterioration in performance. EXCEPT AS
    EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER OBEO AND/OR ITS
    THIRD PARTY SUPPLIERS SHALL HAVE ANY LIABILITY FOR ANY INDIRECT,
    INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES
    (INCLUDING WITHOUT LIMITATION LOST PROFITS), HOWEVER CAUSED AND
    ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY,
    OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY
    OUT OF THE USE OF THE PROGRAM OR THE EXERCISE OF ANY RIGHTS
    GRANTED HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH
    DAMAGES.

4.  The USER is responsible for taking backups before any work is carried out on its
    hardware or software by OBEO.

5.  EXCEPT FOR BREACH OF CONFIDENTIALITY, INSURED CLAIMS, AND THE
    PARTIES' RESPECTIVE EXPRESS INDEMNITY OBLIGATIONS, THE TOTAL
    LIABILITY OF EITHER PARTY TO THE OTHER PARTY FOR ALL DAMAGES,
    LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT
    (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL NOT EXCEED 10% OF
    THE AGGREGATE FEES PAID HEREUNDERPURCHASE PRICE. THE
    LIMITATIONS PROVIDED IN THIS SECTION SHALL APPLY EVEN IF ANY OTHER
    REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.

VI. Indemnity

1.  OBEO will defend actions brought against the USER at its own expenses provided
    that it is based upon a claim that the SOFTWARE infringes a United States copyright
    or patent, or violates any third party proprietary right or trade secret. OBEO will pay all
    costs and damages finally awarded against the USER, provided that OBEO is given
    prompt written notice by the USER of such claim and is given all available
    information, reasonable assistance, and sole authority to defend and settle the claim.

2.  OBEO will not have any obligation under the "VI Indemnity" section and will have no
    liability whatsoever if the claim is (1) based upon the use of the SOFTWARE in
    combination with other software not provided by OBEO if such claim would not exist
    except for such combined use, (2) based upon a version of the SOFTWARE modified
    by the User or any other third party if the claim relates to the modified parts, (3) based
    upon the use of the SOFTWARE by the USER in a manner not authorized or not set
    forth in this agreement.

3.  OBEO, at its own choice and expenses, will get the right to continue using the
    SOFTWARE for the USER, or will modify or replace the SOFTWARE so it becomes
    non-infringing; or, if such remedies are not reasonably available, OBEO will accept
    the return of the SOFTWARE and this agreement will terminate.

4.  OBEO will have no liability on any expense made by the USER related to any action
    except prior written consent from OBEO. OBEO will have no liability for infringement
    of the intellectual property rights of a third party except as expressly provided in this
    "VI Indemnity" section.

VII. Export

1.  The USER agrees that national or international foreign trade law and regulations may
    prevent OBEO from fulfilling its obligations under this agreement, including
    embargoes or any other sanctions.

2.  The USER and OBEO will strictly comply with applicable export and import laws and
    regulations, including those of the United States, and will reasonably cooperate with
    the other by providing all information to the other, as needed for compliance.

3.  Except when otherwise required by law or regulation, the USER shall not export, re-
    export or transfer, whether directly or indirectly, the SOFTWARE and material
    delivered pursuant to this agreement without first (1) at the USER sole expense,
    complying with the applicable export laws and the import laws of the country in which
    the SOFTWARE is to be used and (2) the express written consent of OBEO and (3) a
    validated export license is obtained applicable authority where required.

4.  This SOFTWARE contains publicly available encryption source code classified ECCN
    5D002 and use encryption technologies, notably SSL/TLS to protect customer data in
    transit. The country in which you are currently may have restrictions on the import,
    possession, and use, and/or re-export to another country, of encryption software.
    BEFORE using any encryption software, please check the country's laws, regulations
    and policies concerning the import, possession, or use, and re-export of encryption
    software, to see if this is permitted.

5.  The provisions of this "VII Export" section will survive the expiration or termination of
    this agreement for any reason.

VIII. US Government contracts

1.  This SOFTWARE is a commercial product that has been developed exclusively at
    private expense. If this SOFTWARE is acquired directly or indirectly on behalf of a
    unit or agency of the United States Government under the terms of (1) a United
    States Department of Defence contract, then pursuant to DOD FAR Supplement
    227.7202-3(a), the United States Government shall only have the rights set forth in
    this license agreement; or (2) a civilian agency contract, then use, reproduction, or
    disclosure is subject to the restrictions set forth in FAR clause 27.405-3, entitled
    Commercial computer software, and any restrictions in the agency's FAR
    supplement and any successor regulations thereto, and the restrictions set forth
    in this license agreement.

IX. General

1.  This agreement shall come into force on the date of the order of the SOFTWARE
    license by the USER and will be in effect until the expiration of the license, unless
    terminated as set forth in this agreement. Upon termination of the agreement or
    expiration of the license, the USER shall immediately destroy or return all copies of
    the terminated or expired SOFTWARE.

2.  During the term of this agreement and one year after its termination, the USER shall
    maintain accurate information on to the use of the SOFTWARE. Unless strictly
    prohibited by Government policy OBEO shall have the right, once per year, at its own
    expense and under reasonable conditions of time and place in USER's premises, to
    audit and copy these records and to verify the USER compliance with the terms of
    this agreement.

3.  The USER acknowledges to have read this agreement, understand it and agree to be
    bound by its terms and conditions. The USER further agree that this agreement are
    the complete and exclusive statement of the agreement between the parties
    regarding the SOFTWARE, which supersedes all proposals or prior agreements, oral
    or written, and all other communications between the parties relating to the subject
    matter of this agreement.

4.  If any term or provision of this agreement is determined to be invalid or unenforceable
    for any reason, it shall be adjusted rather than voided, is possible, to achieve the
    intent of the parties to extent possible. In any event, all other terms and provisions
    shall be deemed valid and enforceable to the maximum extent possible.

5.  Neither party shall be liable for any loss, damage, or penalty arising from delay due to
    causes beyond its reasonable control.

6.  Notice to be given or submitted by the USER to OBEO shall be in writing and directed
    to OBEO headquarters.

7.  This agreement may be modified only by a written instrument duly executed by an
    authorized representative of OBEO and the USER. OBEO and the USER agrees that
    any terms and conditions of any purchase order or other instrument issued by the
    USER in connection with this agreement that are in addition to or inconsistent with
    the terms and conditions of this agreement shall be of no force of effect.

8.  This agreement may not be assigned or transferred by the USER, in whole or in part,
    either voluntarily or by operation of law, without the prior written consent of OBEO.

9.  The failure of a party to enforce any provision of this agreement shall not constitute a
    waiver of such provision or the right of such party to enforce such provision or any
    other provision.

10. This agreement will be governed by and construed in accordance with the
    substantive laws of FRANCE, without giving effect to any choice-of-law rules that may
    require the application of the laws of another jurisdiction.