These general sales conditions and its exhibit (“Agreement”) is entered by and between NORIMAT, a joint stock company with a share capital of 10,000 Euros, registered with the Trade and Company Registry of Toulouse under number 820 189 645, having its registered office address at 14 rue d’antipoul, appartement C21, 31300 Toulouse (hereafter "NORIMAT") and the client to (hereafter the "Client"). This Agreement and all applicable Ordering Documents (“ODs”) represent the complete agreement governing the use of Software provided by NORIMAT to Client. In general, the ODs set forth specific configuration and usage details for the Software. In the event of a conflict, the ODs prevails over the Agreement.
1. Definitions. Capitalized terms not otherwise defined in this Agreement are defined as follows:
“Affiliate” means an entity controlling, controlled by, or under common control with another entity within the meaning of article L. 233-3 of the French Commercial Code.
“Documentation” means end user or technical documentation provided with the Software.
“Intellectual Property Rights” means patents, trademarks, service marks, trade names, registered and unregistered designs, trade or business names, copyright, related rights, database rights, design rights, rights in confidential information, and any other intellectual property rights regardless of registration, including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which exist now or will in the future exist in any part of the world.
“Internal Business Purposes” means use of the Software solely for Client internal business projects. This definition does not include providing services using the Software to third parties.
“License Term” means the term of the Software license as specified in the OD which commences upon delivery of a decryption USB key enabling activation of the Software. Any renewal of the Software License shall be subject to the express consent of the parties and shall be materialized by a remote update of the USB key.
“EULA” means the end user license agreement concerning the Software in Exhibit A attached below and incorporated by reference.
“Software” means the object code of NORIMAT’s proprietary computer programs or modules identified in an OD, backup copies, and modifications to any of the aforementioned. Any modification of the Software (by adding modules) shall be subject to the express consent of the parties and shall be materialized by a remote update of the USB key.
2. Software Use and License Grant
2.1 Software License. The Software is an offering provided by NORIMAT and is subject to the EULA as specified in Exhibit A.
2.2 Software Delivery.
Client shall download the Software in house (on its own servers) and shall receive a decryption USB key enabling activation of the Software after an OD becomes effective.
2.3 Software hosting
The Software is provided without any hosting services from NORIMAT and shall be host by the Client (On Premise). NORIMAT may not be liable in any way for the hosting of the Software.
3. Confidentiality. “Confidential Information” means non-public data, information and other materials regarding the products, software, services, or business of a party (and/or, if either party is bound to protect the confidentiality of any third party’s information, of a third party) provided by one party (“Disclosing Party”) to the other party (“Receiving Party”) where such information is marked or otherwise communicated as “proprietary” or “confidential,” or by its nature be reasonably considered confidential and/or proprietary. The parties agree that the Software (and any performance data, benchmark results, and related technical information), the Documentation, NORIMAT’s pricing information, and the terms and conditions of this Agreement (but not its existence) is Confidential Information. Confidential Information shall not include information which: (i) is already known to the Receiving Party prior to disclosure by the Disclosing Party; (ii) becomes publicly available without fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without restriction on disclosure, or is approved for release by written authorization of the Disclosing Party; (iv) is independently developed or created by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (v) is required to be disclosed by law or governmental regulation, provided that, when legally permissible, the Receiving Party provides reasonable notice to Disclosing Party of such required disclosure and reasonably cooperates with the Disclosing Party in limiting such disclosure. The Receiving Party agrees to: (i) use the Confidential Information of the Disclosing Party only to perform or exercise rights granted under this Agreement; (ii) treat all Confidential Information of the Disclosing Party in the same manner as it treats its own proprietary information, but in no case with less than reasonable care; and (iii) disclose the Disclosing Party’s Confidential Information only to employees and contractors of the Receiving Party who have a need to know such information, provided that any recipient shall be subject to obligations of confidentiality substantially similar to the terms of this Agreement. The Receiving Party shall be liable for the non-compliance of an employee or contractor. This Section shall survive expiration or termination of the Agreement and any applicable OD for as long as the Disclosing Party has an interest in keeping Confidential Information as confidential, and in any event for at last five (5) years after expiration or termination of the Agreement and any applicable OD.
4. Ownership. The Software is licensed and not sold. NORIMAT and its licensors own and retain all title, Intellectual Property Rights, and interest in and to the Software and all copies or portions, and any derivative works thereof. Suggestions or feedback provided by Client to NORIMAT relating to the Software shall be NORIMAT’s property and deemed Confidential Information of NORIMAT, and Client consents to assignment of suggestions and feedback to NORIMAT.
5. Warranties; Disclaimer.
5.1 Scope of the Software. The Software is designed as a tool to support FAST/SPS users to develop, industrialize, manufacture, and optimize materials/parts using FAST/SPS. Due to the physical variability of manual sample preparation, machine performance variability due to maintenance and component degradation, and accuracy of material data provided by suppliers or achieved through user experimentation, all of which are out with the control of NORIMAT, NORIMAT does not warrant the precision of its simulated results compared to a similar physical FAST/SPS machine/tooling/material configuration, and will not be held liable for any loss or damages, either direct or in-direct, resulting from any data generated by the Software.
5.2 Mutual Warranties. Each party represents and warrants that: (i) it has full power to enter into this Agreement; and (ii) this Agreement does not conflict with any other agreement with any third party.
5.3 Malicious Code. NORIMAT shall use standard industry practices to test the Software for Malicious Code and remove any Malicious Code discovered prior to delivery of the Software. “Malicious Code” means viruses, worms, time bombs, Trojan horses, and any other harmful code, files, scripts, agents, or programs which may cause harm to Client’s files or systems. Malicious Code does not include standard routines in the Software intended to delete data and implicit in the standard functionality of the Software, or any software bugs or errors handled through support services specified in Exhibit A, or any license key or other equivalent code which may limit the functionality or scope of use of the Software to the Client’s specific license.
5.4 Disclaimers; Exclusion of Implied Warranties. The Software and support services are provided “as is”. Client assumes sole responsibility for any results obtained from using the Software. NORIMAT disclaims any and all warranties, conditions or representations (whether express or implied, oral or written), including without limitation any implied warranties of title, non-infringement, information or fitness to meet Client’s requirements or expectations (whether or not NORIMAT knows or has reason to know of such requirements or expectations), whether arising by law, custom, usage in trade or by course of dealing. NORIMAT does not warrant the results of any use of the Software, or that it is bug or error free, or that its use shall be uninterrupted. NORIMAT does not warrant that the Software or any equipment, system, or network on which the Software is used shall be free of vulnerability to intrusion or attack. NORIMAT shall in no way be held liable for any inability of, error, or fault of Client or any third party appointed by Client to install the Software. Data uploaded to the Software and any third-party databases, software, hardware, or services connecting from or to the Software (collectively, “Third Party Materials”) are not the responsibility of NORIMAT and NORIMAT does not make any warranties or promises with respect to the Third-Party Materials.
6. Financial conditions.
6.1 Licenses and support fees. Client agrees to pay all fees identified on an OD or any other mutually agreed to and executed document between the parties, and any charges for use in excess of that authorized by the OD. Fees are expressed in euros, excluding taxes.
6.2. Payment Terms and Conditions. Invoices shall be settled by the Client at reception and at the latest thirty (30) days from the invoice issue date. Fees are payable in advance and are non-refundable. In the event of late payment by the Client of an invoice issued by NORIMAT and if this delay is not caused by a fault of NORIMAT, late penalty interest fee equal to the interest rate applied by the European Central Bank to its latest refinancing operations increased by ten (10) points of percentage shall immediately apply, without any prior formalities and without prejudice to any other right or remedy available to NORIMAT, the day following the settlement date set in accordance with this Section until receipt of the full payment. An indemnity for recovery cost of 40 Euros will also be payable.
6.3 The non-respect of the payment dates by the Client without any written agreement of NORIMAT, gives the right to NORIMAT, without any prior formalities, to suspend the access to the Software, refuse any new OD from Client and/or terminate the Agreement as set forth in Section 10.
7. Limitation on Liability.
7.1 Mutual. Nothing in this Agreement limits or excludes either party’s liability for: (i) gross negligence or willful misconduct; (ii) any breach of Section 3 (Confidentiality) or obligations under Section 8 (Indemnity); or (iii) any other liability which cannot be limited or excluded by applicable law.
7.2 Exclusion of Indirect Damages. In no event shall either party (or NORIMAT’s licensors or suppliers) be liable for indirect damages (including, without limitation, any damages resulting from loss of use, data, profits, or business) arising out of or in connection with the Software, the support services, or this Agreement, whether or not the other party has been advised of the possibility of such damages.
7.4 Maximum Liability. In no event shall the cumulative contractual liability of either party arising out of or in connection with the Software, or this Agreement, exceed the amount of fees received by NORIMAT from Client for all ODs during the 12-month period preceding the date on which a claim is first brought under this Agreement. The limitation on liabilities set forth herein shall apply to all claims in aggregate.
8.1 By NORIMAT. NORIMAT shall defend, indemnify, and hold harmless Client, and their respective officers and employees (“Client Indemnitee(s)”) against any reasonable loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with claims, demands, suits, or proceedings (“Claims”) made or brought against Client by a third party alleging that the Software infringes the intellectual property rights of a third party protected in countries to which the Berne Convention for the Protection of Literary and Artistic Works applies, provided that Client Indemnitee(s): (a) notifies NORIMAT promptly in writing of the Claim; (b) allows NORIMAT to control, and reasonably cooperate in, the defense and settlement, including mitigation efforts, provided NORIMAT shall not settle any claim which requires Client Indemnitee(s) to admit liability without Client Indemnitee’s prior written consent; and (c) provides NORIMAT all reasonable assistance, at NORIMAT’s cost. Client Indemnitee(s) may participate in the defense and settlement at Client’s sole expense. If a Claim occurs, or in NORIMAT’s opinion is reasonably likely to occur, NORIMAT, at its expense and sole discretion, may, in addition to its indemnification obligations: (i) procure the right to allow Client to continue to use the Software, (ii) modify or replace the Software or any infringing portions to become non-infringing, or (iii) if neither (i) nor (ii) is commercially feasible, terminate Client’s right to use the affected portion of the Software and refund any license fees prepaid and unused by Client, pro-rated over the remainder of the License Term. NORIMAT shall have no obligations under this Section to the extent any claim arises out of: (aa) any unauthorized modification or alteration to the Software; (bb) any combination or use of the Software with products or services not approved by NORIMAT in writing; (cc) Client’s continuance of allegedly infringing activity after being notified; or (dd) use of the Software outside the scope of this Agreement. The remedies set forth in this Section constitute Client’s sole and exclusive remedies, and NORIMAT’s entire liability, with respect to third party intellectual property rights.
8.2 By Client. Client shall defend, indemnify, and hold harmless NORIMAT, NORIMAT Affiliates, and their respective officers, directors, and employees (“NORIMAT Indemnitee(s)”) against any loss, damage, or costs (including reasonable attorneys’ fees and settlement amounts) incurred in connection with Claims brought against NORIMAT Indemnitee(s) by a third party arising from: (i) any data or content imported to the Software, (ii) use of the Software in violation of this Agreement or any third party rights, or (iii) content or materials developed by a User with the Software; provided that NORIMAT Indemnitee(s): (a) notifies Client promptly in writing, (b) allows Client to control, and reasonably cooperate in, the defense and settlement, including mitigation efforts, provided Client shall not settle any claim which requires NORIMAT Indemnitee(s) to admit liability without NORIMAT Indemnitee’s prior written consent, and (c) provides Client all reasonable assistance, at Client’s cost. NORIMAT Indemnitee(s) may participate in the defense and settlement at NORIMAT Indemnitee’s sole expense.
9. Data privacy.
Each party undertakes to process personal data in accordance with applicable laws and regulations, and in particular, as of 25 May 2018, with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.
10. Term and Termination.
10.1 Term. This Agreement is effective as of the Effective Date and shall remain in effect until termination of the Agreement pursuant to Section 10.2.
10.2 Termination. This Agreement may be terminated by either party, as of right and without any judicial formalities: (i) by written notice, sent after a prior 30 day written notice, if the other party materially breaches any provision of this Agreement (including breach of Sections 2, 3, 6, 8, 9 or any provisions of Exhibit A) and the breach remains uncured after the 15 day notice period, or effective immediately without prior notice if the breach cannot be cured; (ii) by written notice effective immediately, if the other party ceases to do business, or otherwise terminates its business operations without a successor, becomes insolvent, files a petition of bankruptcy, makes an assignment for the benefit of its creditors, sells all or substantially all of its assets to a third party, or becomes the subject of proceedings under any law relating to bankruptcy or the relief of debtors, to the fullest extent permitted by applicable law; or (iii) with written consent by both parties at any time.
10.3 Consequences. Upon expiration or termination of this Agreement, Client shall destroy (or at NORIMAT’s option, return) all copies of the Software, Documentation, and any Confidential Information in its possession or control. NORIMAT may request certification of such destruction or return from Client.
11.1 Open Source. The Software may contain or be provided with components subject to third party open source software licenses (“Open Source Software”). To the extent necessary, the license accompanying the Open Source Software shall apply in lieu of the terms of this Agreement specifically with respect to such Open Source Software.
11.2 Marketing. NORIMAT has the right to disclose that Client is a Client of NORIMAT and use Client’s name and logo for sales and marketing materials including on NORIMAT’s website.
11.3 Choice of Law; Jurisdiction. This Agreement is governed by and construed in accordance with the laws of France, without regard to conflicts of laws rules. The exclusive jurisdiction and venue for actions arising under this Agreement shall be the competent courts located within the jurisdiction of the Court of appeal of Toulouse, France. The Uniform Computer Information Transactions Act (UCITA) and the United Nations Convention on the International Sale of Goods will not apply.
11.4 Counterparts. This Agreement may be executed in one or more counterparts, which taken together constitute one legal instrument.
11.5 Entire Agreement; Modifications. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of the Agreement. Except as expressly provided herein, this Agreement supersedes and cancels all previous or contemporaneous communications, proposals, representations, warranties, contracts, statements, assurances, undertakings, and agreements of any nature (whether written or oral) relating to the subject matter contained herein. Each party acknowledges and agrees that in entering into this Agreement, it has not relied upon any oral or written statements, or other warranties, assurances, representations or undertakings which were made by or on behalf of the other party in relation to the subject matter of this Agreement at any time before its execution (together “Pre-Contractual Statements”), other than those which are set out in this Agreement. Each party waives all rights and remedies which might otherwise be available to it in relation to Pre-Contractual Statements. Nothing in this Section excludes or restricts the liability of either party arising out of pre-contractual fraudulent misrepresentation or fraudulent concealment. This Agreement prevails over any pre-printed terms or any other terms of any document issued by Client. This Agreement may only be amended by a writing executed by both parties.
11.6 Severability. If any provision of this Agreement is invalid or unenforceable, the remaining provisions remain in full force and effect.
11.7 Waiver. A waiver of any right or remedy under this Agreement or by law is only effective in writing. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
11.8 Assignment. The parties shall not assign their rights and duties under the terms of the Agreement, except in those limited circumstances set out below.
NORIMAT may assign its rights and duties under the terms of the Agreement to any Affiliate or to any company that may succeed it in case of a merger, demerger, acquisition, partial transfer of business assets and, generally, any restructuring operation. NORIMAT undertakes to notify the Client within thirty (30) days following such operation.
11.9 Notice. All notices under this Agreement must be in writing and sent to business addresses specified in this Agreement, unless a party designates otherwise.
11.10 Independent Contractors. The parties are independent contractors for purposes under this Agreement, and this Agreement does not create any partnership, joint venture, employment, franchise, or agency relationship.
11.11 Force Majeure. Neither party will be liable for any delay in performance due to a force majeure event, such as defined by article 1218 of the French Civil Code and French case law, including, by way of example and not limitation, a shortage of supplies or personnel, interruption of electricity, communication, or transportation, nature, public enemy, terrorism, earthquake, flood, fire, government order, riot, civil disobedience, labor strife. The party whose performance is delayed will use commercially reasonable efforts to notify the other party and minimize its effect.
11.12 Anti-corruption clause. The Client guarantees that any person, natural or legal, acting on behalf of the Client within this Agreement:
- shall comply with all regulations related to the fight against corruption, including the law “Sapin II” n°2016-1691 of 9 December 2016. As such, the Client warrants that it has not provided or promised any undue advantage to NORIMAT or any person employed by NORIMAT or to any third party, either to obtain the benefit of this Agreement or for any reason whatsoever.
- shall not, by action or omission, do anything that would be likely to engage the liability of NORIMAT. for non-compliance with existing regulations concerning the fight against corruption;
- never solicit, nor offer to an employee or an officer of NORIMAT, at any time, directly or indirectly, offers, promises, gifts or benefits of any kind for himself or herself or for others (including clients of NORIMAT), in order for this person to perform or refrain from performing an act of his or her activity or function;
- shall never abuse his influence, directly or indirectly, to obtain from an authority or a public administration or a public agent, any favorable decision;
- inform NORIMAT without delay of any event which would be brought to its knowledge and which could result in obtaining an undue advantage, financial or of any other nature, on the occasion of this Agreement;
- provide all necessary assistance to NORIMAT to respond to a request from a duly authorized authority relating to the fight against corruption.
The Client shall indemnify NORIMAT. for any consequences, in particular financial, of a failure on its part to comply with the obligations stipulated in this clause.
The parties agree to use the electronic signature to sign the Agreement. The parties acknowledge that the electronic signature formalises their consent to the Agreement in the same way as a handwritten signature and that it has the same probative value as the latter. The parties agree that the electronically signed document constitutes the original and that only the time-stamped data contained in the certificate of signature constitutes the date of signature of the Agreement. The Parties agree that in the event of a conflict between an electronically signed document and the same handwritten signed document (same nature and content), the electronically signed document shall prevail.
For [company name]
Represented by _________
END USER LICENSE AGREEMENT (EULA) FOR SUBSCRIPTION LICENSES
BEFORE DOWNLOADING INSTALLING AND USING THE SOFTWARE NAMED BELOW, YOU SHOULD CAREFULLY READ THE TERMS AND CONDITIONS OF THIS LICENSE. BY DOWNLOADING, INSTALLING AND USING THE SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE DO NOT DOWNLOAD THE SOFTWARE.
TRAINING. Use of the Software will be preceded by a training session organized by either NORIMAT, or the SOFTWARE authorized distributor.
DOCUMENTATION. ENGEMINI operating instructions/standard documentation (“Documentation”) containing instructions for operation and use will be provided with the Software.
SCOPE OF LICENSE. The Software is licensed, not sold to you. NORIMAT grants you a non-exclusive, non-transferable (a) time limited right to use the Software; and (b) limited right to use the support services as detailed below.
Unless applicable law gives you more rights despite this limitation, you may use the Software only as expressly permitted in this agreement. In doing so, you must comply with any technical limitations in the Software that only allow you to use it in certain ways. You may not
* work around any technical limitations in the Software;
* reverse engineer, decompile or disassemble the Software, translate, create derivative works of or develop source code for the Software except and only to the extent that applicable law expressly permits, despite this limitation;
* make more copies of the Software than specified in this agreement or allowed by applicable law, despite this limitation;
* publish the Software for others to copy;
* rent, lease, sub-license or lend the Software;
* transfer the Software or this agreement to any third party; or
* use the Software for commercial software hosting services.
LICENSE TERM AND CHARGES. The term of this License commences upon delivery of the unlock key/certificate and is perpetual/for twelve months unless terminated upon default or as otherwise set forth herein. This License is personal to you and may not be transferred without the prior consent of NORIMAT. This License is limited to one single FAST/SPS device as specified in the Ordering Document.
NORIMAT and/or its authorized distributor hereby expressly reserves the right to audit or request to a third party to audit usage of the Software at your premises, after providing prior notice to you, during normal business hours and to take all other necessary steps to review your compliance with the terms of this License so long as such are reasonable. If unauthorized use is found, you agree to immediately terminate such usage upon receipt of written notification, or to take all such other reasonable actions that NORIMAT and/or its authorized distributor may require, including to promptly purchase additional Software such that the total of all purchased Licenses reflects the actual number of Licenses in use.
SUPPORT. NORIMAT does not warrant that your use of the Software will be uninterrupted or that the operation of the Software will be error‑free. However, NORIMAT warrants that for a period of twelve (12) months from the date you received the Software, NORIMAT will provide to you support services. NORIMAT's sole and exclusive obligation (and liability for any breach of this warranty) will be, in NORIMAT's sole discretion: (i) to replace your defective Software; or (ii) to repair or correct the defective Software. You will have to inform directly NORIMAT of your problem with the Software during the support period.
By e-mail: firstname.lastname@example.org
NORIMAT MAKES NO OTHER EXPRESS OR IMPLIED WARRANTY AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO NORIMAT DEALER, AGENT, OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS SUPPORT. If any modifications are made to the Software by you during the warranty period; if the Software is subjected to accident, abuse, or improper use; or if you violate the terms of this License, then this support will immediately be terminated.
UPDATES. This License grants you any right to any updates to the Software (including correction of errors and minor functional enhancements) exclusively during the period of support above. Once the subscription period is over, access to the software and to any updates will only be made possible if you purchase a new 12-month subscription.
UPGRADES. This license does not grant you any right to any new version of the Software. Upgrades, if available, may be obtained by you at current standard pricing, terms, and conditions.
TITLE. Title, and ownership right, and intellectual property rights in and to the Software and Documentation will remain in NORIMAT. The Software is for your internal use only.
CONSENT OF USE OF DATA. You agree that NORIMAT may collect and use technical data and related information—including but not limited to technical information about your device, system and application software, and peripherals—that is gathered periodically to facilitate the provision of support services and Software updates. NORIMAT may use this information, if it is in a form that does not personally identify you, to improve its products or to provide services or technologies to you.
USE RESTRICTIONS. The Software and Documentation will be used exclusively by you and your qualified employees and consultants. An employee or consultant is qualified only if she/he has been trained by NORIMAT or its authorized distributor.
LIMITATION OF LIABILITY. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE IS AT YOUR SOLE RISK. Your sole and exclusive remedies for any damage or loss in any way connected with the Software, whether by NORIMAT's breach of any expressed or implied warranty, negligence, or any breach of any other duty, will be, at NORIMAT's option, repair or replacement of the Software or return for credit or refund of the price paid by you for a License to such Software or Documentation.
NORIMAT HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE AND ANY SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS.
IN NO EVENT WILL NORIMAT BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR DATA, OR FOR SPECIAL, INDIRECT DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE EVEN IF NORIMAT HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The foregoing limitations WILL apply even if the above-stated warranty fails of its essential purpose. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF DIRECT OR INDIRECT DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
NORIMAT will under no circumstances have any liability for any claim for patent, copyright or trade secret infringement, or any other infringement of proprietary rights of NORIMAT'S lack of right, title or interest in the Software caused by your: (a) combined use of the Software with non-NORIMAT programs, products or data if such claim would have been avoided by the exclusive use of the Software; (b) modification of the Software by anyone other than NORIMAT if such claim would have been avoided by the use of the unmodified Software; or (c) use of other than the most current release of the Software by NORIMAT if such claim would have been avoided by the use of such release as long as NORIMAT has made the most current release available to you.
EXPORT RESTRICTIONS. You acknowledge that the Software is subject to export restrictions of various countries. You agree to comply with all applicable international and national laws that apply to the Software, including all the applicable export restriction laws and regulations.
INDEMNIFICATION. you agree to indemnify, defend and hold harmless NORIMAT and its Affiliates and their respective officers, employees, directors, agents, distributor from and against any and all liability, costs, losses, damages, and expenses (including reasonable attorneys’ fees and expenses) arising out of any claim, suit, or cause of action relating to and/or arising from (a) your breach of any term of this License ; (b) your violation of any rights of any third party; or (c) your use or misuse of the Software. Your indemnification obligations set forth in the immediately preceding sentence will survive the termination of this License.