This Agreement is between Invivoo Software, located at 13 rue de l’Abreuvoir, 92400 Courbevoie (RCS Nanterre,
509 561 569), France (hereinafter « Company ») and the natural person that has entered into this
Agreement as licensee (hereinafter, the “Licensee”). Company provides different licensed modules
(Application Control Center (hereinafter « AC2 »), Gallery, Studio) as described on
www.xcomponent.com (hereinafter, the « Licensed Modules ») and, when requested by Licensee,
additional services relating to AC2 and Gallery Licensed Modules (hereinafter, the “Additional
by the Licensee when first accessing the XComponent platform (hereinafter, the “Platform”).
1. Grant of right and license by Company.
Upon the acceptance of this Agreement and, when applicable, subject to payment of the applicable
Fees by Licensee, Company grants Licensee, unless otherwise provided in this Agreement, only for
the duration of the Term, a worldwide, non-exclusive, non-transferable right to i) use, via the
Platform or on-site, the Licensed Modules and the applications made available via the different
Licensed Modules on the Platform (hereinafter, the “Applications”), ii) test the Applications;
iii) carry out developments on the basis of the Applications (hereinafter, the “Developments”).
Licensee undertakes to use the Platform, the applicable Licensed Modules and the Applications in
accordance with this Agreement, when applicable the relevant order(s) signed by Licensee
(hereinafter, the “Order”) and the pertaining documentation.
2. Authorizations and restrictions
Licensee is authorized by Company to use the Platform, Licensed Modules and Applications in the
framework of her/his personal and/or professional activities. .When Licensee uses the Platform,
the Licensed Modules and the Applications in the framework of her/his professional activities, in
no event is the Licensee authorized to exploit, distribute, perform or offer any types of service
(including but not limited to consulting, training, assistance, outsourcing, service bureau)
relating to the Developments, in whole or part, as standalone products or components, irrespective
of the means of such exploitation, distribution or performance of services. However, Licensee
using the Platform, the Licensed Modules and the Applications in the framework of her/his personal
activities is authorized to exploit or distribute the Developments. . Licensee shall not reverse
engineer, decompile, disassemble, or otherwise translate all or part of the Platform, the Licensed
Modules and/or the Applications.
3. Fees and payments terms
Licensee free of charge by Company. However, if Licensee orders Additional Services, as described
in the Specific Terms applicable to Additional Services, Licensee shall pay to Company the
applicable fees indicated in the relevant Order.
4. Intellectual Property Rights
Licensee acknowledges that all intellectual property rights in the Platform, Licensed Modules and
Applications belong and shall belong to the Company and Licensee shall have no rights in or to the
Platform, Licensed Modules and Applications other than the right to use them in accordance with
the terms of this Agreement. On each copy, enhancements or Developments made on the Licensed
Modules and/or Applications by Licensee in accordance herewith, Licensee will reproduce or cause
to be reproduced all copyright, trademark and other notices of the Company.
5. Intellectual Property indemnity
Company may, at its discretion, decide to defend Licensee at its own expense or to settle any claim or
action brought against Licensee alleging that the use of the Platform and/or Licensed Modules and/or
the Applications (or any part thereof) in accordance with the terms of this Agreement infringes any
intellectual property rights of a third party and shall be responsible for any reasonable losses,
damages, costs (including reasonable legal fees) and expenses incurred by or awarded against
Licensee as a result or in connection with any such claim. For the avoidance of doubt, this shall
not apply where the claim i) is attributable to acts breaching the terms of this Agreement and/or
use of the Platform, Licensed Modules and/or Applications in combination with any hardware or
software not supplied or specified by the Company, and/or ii) concerns Developments made by the
Licensee including based on and/or using the Platform, the Licensed Modules and/or the Applications.
If any third party makes a claim, or notifies its intention to make a claim against Licensee,
Company’s above-mentioned obligations are applicable only if Licensee i) gives written notice of
such claim to the Company as soon as reasonably practicable, ii) does not make any admission of
liability, agreement or compromise in relation to the claim without the prior written consent of
Company, and iii) gives Company at reasonable times access to its premises and/or to any relevant
information or records so as to enable Company to assess and/or defend the claim. In the event of a
claim, Company may at its sole option and expense: i) procure for Licensee the right to continue
possessing and using the Platform, the applicable Licensed Modules and Applications (or any part
thereof) in accordance with the terms of this Agreement, ii) modify the Platform, the applicable
Licensed Modules and/or Applications (or any part thereof) so that it/they cease to be infringing,
or iii) replace the applicable Licensed Modules and/or Applications (or any part thereof) with non-
infringing Licensed Modules and/or Applications.
Both parties shall keep confidential any non-public information, know-how and trade secret in any
form, which is imparted verbally or in writing, by or on behalf of the other Party, that are
designated as “Confidential” or that a reasonable person knows, or reasonably should understand to
be, confidential, including but not limited to the Platform, the Licensed Modules and/or the
Applications (or any part thereof) (hereinafter, the “Information”). The Information shall not
include information, however marked “Confidential”, which (a) is already in a Party’s possession
at the time of disclosure, as duly evidenced by such Party in writing, or (b) is now in or enters
the public domain other than through unauthorised disclosure by the receiving Party and without a
breach of this Agreement, or (c) is rightfully received by a Party from a third party who has a
right to disclose such Information and without any obligation to keep it confidential, or (d) is
independently developed by a Party without use or reference to any of the Confidential
Information, (d) is required to be disclosed by law, in which case the Party required to make such
disclosure shall give the other Party prompt written notice. Both Parties shall use the
Information only for in connection with and for the sole purpose of carrying out its obligations
and exercising its rights under this Agreement. Both Parties agree not to disclose the Information
to a third party, provided that each party may disclose the Information to its employees,
officers, representatives, advisers, agents or subcontractors who have a specific need to know the
Information but only provided that they are bound by confidentiality obligations that are no less
effective and binding than the provisions of this Agreement. Parties can exchange Information as
long as this Agreement remains in full force and effect, until termination by one of the Parties
of this Agreement. Confidentiality shall survive any termination of this Agreement, for whatever
reason, for a period of five (5) years from receipt of each Information.
Unless otherwise stated in this Agreement, the Platform, the Licensed Modules and Applications are
provided on an “as is”, “as available” and with “all faults” basis. Company does not warrant that
the functions of the Platform, Licensed Modules and/or Applications will meet Licensee’s
requirements and/or will enable it to attain the objectives Licensee has set for itself, or that
they will operate in the combination or environment selected for use by Licensee, or that the
operation of the Platform, Licensed Modules and/or Applications will be uninterrupted or free of
8. Limitation of liability
Unless otherwise stated in this Agreement, Company’s liability for direct damages shall not exceed
EUR.thousand (1.000). Licensee expressly waives, and Company shall not have any liability in
respect of, any and all claims for indirect damages, including but not limited to claims for loss
of profits, business interruption and loss of data. However, nothing in this Agreement shall
limits or excludes the liability of either party for i) death or personal injury resulting from
its negligence, or ii) any damages or liability incurred as a result of fraud or fraudulent
misrepresentation., or iii) breach of Article 5 (Intellectual Property Indemnity) or 6
9. Data processing and security
With respect to data that Licensee may transfer to Company or upload via the Platform, including
personal data (hereinafter, the “Data”), Licensee shall be considered to act as “data controller’”
and the Company as “subcontractor” within the meaning of such terms in the French Data Protection
Act (la “Loi Informatique et Libertés” of January 6, 1978). Licensee retains sole ownership of the
Data it may transmit to the Company, as well as the Data collected, generated, handled or modified
by the Company or by using the SaaS Services, as defined in the section 1 of the Specific Terms of
Use applicable to Ac2 and Gallery Licensed Modules. The Company has no right, title or interest in
any Data. Accordingly, Company shall take necessary technical and organizational security measures
in order to protect Data against accidental or unlawful destruction or accidental loss,
alteration, unauthorized disclosure or access in accordance with the French Data Protection Act
and the Licensee’s instructions. The Data will be hosted in a Member State of the European Union.
In no event may any Data be hosted in a country which is not a Member of the European Union or of
the European Economic Area without the prior written consent of the Licensee. For the Term of this
Agreement, at Licensee’s request at any time and for any reason whatsoever, Company and any of its
subcontractors must ensure that any Data Licensee has asked to be deleted is indeed fully deleted.
At the end of this Agreement or in case of early termination thereof for any reason whatsoever,
Company shall return and subsequently delete the Data.
10. Term and termination
This Agreement shall become effective upon the date of its acceptance (hereinafter, the “Effective
Date”) and shall continue thereafter as long as the Platform, Licensed Modules and/or Applications
are used by Licensee and, when applicable, as long as an Order remains in force and effect
(hereinafter, the “Term”). Should Licensee breache any of her/his obligations under this
Agreement, Company reserves the right to immediately interrupt the access to the Platform,
Licensed Modules and/or Applications and terminate the license granted to Licensee pursuant to the
relevant sections of this Agreement hereof, , without prejudice to damages that could be claimed
11. Governing law and jurisdiction
This Agreement and any dispute or claim arising out of or in connection with it or its subject
matter or formation, shall be governed by, and construed in accordance with, the law of France. The
Parties irrevocably agree that the Courts of Paris shall have exclusive jurisdiction to settle any
dispute or claim that arises out of or in connection with this Agreement or its subjects matter or
12. Amendment, waiver and assignment
This Agreement may not be amended, modified or waived except by a signed written agreement. Neither
Party shall have the right to assign or transfer this Agreement or any rights hereunder to any third
party without the prior written consent of the Company.
Licensee may order the Ac2 and the Gallery Licensed Modules with or without the Studio Licensed
Studio Licensed Module
1. Upload of the Studio Licensed Module
Company can provide Licensee, at her/his convenience, with the Studio Licensed Module and related
Applications as a software to be uploaded on the Licensee’s environment.
Company will make available the Studio Licensed Module to Licensee electronically. Electronic
delivery will be made by posting the Studio Licensed Module ordered by Licensee on Company’s
Website with instructions for accessing and downloading the Studio Licensed Modules from such
Website. Licensee is responsible for downloading the Studio Licensed Modules according to
instructions provided by Company.
Company grants Licensee throughout the Term of this Agreement a worldwide, non-exclusive and non-
transferable right to i) install, run and use the Studio Licensed Module and related Applications
provided by Company, ii) make the necessary numbers of copies of the Studio Licensed Module and
related Applications for installation and back-up, provided that this is for the use specified in
this Agreement, iii) use, store and make copies of the associated documentation on existing or
future media for archival purpose if necessary, provided that each copy of the documentation made
by Licensee shall include the copyright and/or other proprietary notice contained in the
documentation as delivered by Company.All of the licensed rights mentioned above are i) applicable
to any modifications, upgrades, enhancements or changes to the Studio Licensed Module that the
Company may carry out, or have carried out by a third party, and ii) provided to Licensee,
provided that it is for the use specified in this Agreement.
AC2 and Gallery Licensed Modules
1. SaaS Services
Company provide Licensee with Ac2 and/or Gallery Licensed Modules and related Applications in SaaS
mode (hereinafter, the “SaaS Services”), accessible via the Platform.
Company grants Licensee throughout the Term of this Agreement a worldwide, non-exclusive and non-
transferable right to i) access and use the Ac2 and the Gallery Licensed Modules and related
Applications on the Platform by remote and distant access, with a User ID and Password provided by
Company,ii) install, run and use any software Company shall provide to access and use the Ac2 and
Gallery Licensed Modules and related Applications on the Platform,iii) use, store and make copies
of the associated documentation on existing or future media for archival purpose if necessary,
provided that each copy of the documentation made by Licensee shall include the copyright and/or
other proprietary notice contained in the documentation as delivered by Company, and iv) copy and
publish the Developments made by the Licensee on the Applications in the private and/or public
sections of the Gallery on the Platform. All of the licensed rights mentioned above are i)
applicable to any modifications, upgrades, enhancements or changes to the Ac2 and Gallery Modules
that the Company may carry out, or have carried out by a third party, and ii) provided to
Licensee, provided that it is for the use specified in this Agreement.
3. Intellectual Property Rights
Licensee grants Company with a worldwide, free of charge, exclusive and transferable right to
access, use, copy, modify, adapt, distribute, in whole or in part, on any media, the Developments
made by Licensee and published on the public section of the Platform, for any purposes, including
commercial and marketing purposes, for the maximum duration of the applicable intellectual
4. Intellectual Property Indemnity
Licensee hereby represents and warrants that the Data provided to the Company and/or the
Developments (or any part thereof) published by the Licensee on the private and/or public sections
of the Gallery on the Platform do not infringe any third party intellectual property rights.
Licensee shall indemnify and hold harmless at its own expense Company without limitation from
fines, penalties, losses, costs, damages, injuries, claims, liabilities, settlements and expenses
(including reasonable attorney’s fees) resulting from any claim or action brought against the
Company alleging that the use of such Data and/or Developments (or any part thereof) in accordance
with the terms of this Agreement infringes any intellectual property rights of a third party.
Company shall have the sole control of the settlement or defense of infringement claim or action
and Licensee undertakes to provide reasonable cooperation in the defense of the claim or action.
Company will promptly notify Licensee if the Company is subject to any infringement claim or
SPECIFIC TERMS APPLICABLE TO ADDITIONAL SERVICES
Licensee may order Additional Services to Company relating to AC2 and Gallery Licensed Modules,
that are subject, in addition to the terms of this Agreement, to i) the following additional
1. Ordering process
Additional Services that Company may provide to Licensee are described on the Website. Licensee
can order Additional Services by contacting Company at the following address:
2. Service level agreement
When Licensee orders Additional Services relating to AC2 and/or Gallery, Company provides Licensee
with Additional Services in the conditions set forth in the applicable Service Level Agreement
provided to the Licensee by Company when Licensee signed the Order(s).
3. Fees and Payments terms
Licensee shall pay to Company the applicable fees indicated in the relevant Order (hereinafter,
the “Fees”) that will be invoiced by Company on a monthly basis. Fees are exclusive of VAT. Unless
otherwise stated in the relevant Order, Licensee shall pay each invoice, in full and in cleared
funds, within thirty (30) days or receipt, to a bank account nominated in writing by the Company.
If the Licensee fails to pay any amount due under this Agreement within such delay, Licensee shall
pay, without prior notice, a late payment penalty equal to three times the legal interest rate and
a fixed indemnity of EUR forty (40) for late payment will be invoiced to Licensee by Company.
Company reserves the right to suspend the performance of these Additional Services in the event of
non-payment of any portion of any amounts due and owing by Company.
Company warrants that the Additional Services will be provided in accordance with i) standards
typical in the industry, ii) the relevant service level agreement provided to Licensee and iii)
their applicable documentation.
Company’s liability for direct damages caused to the Licensee related to the provision by Company
of Additional Services shall not exceed the aggregate amount corresponding to fees actually paid
by Licensee in the preceding twelve month period for the use of the Additional Services which
caused the damages.
6. Termination of Additional Services
for Additional Services, the other Party may terminateas of right this Agreement, effective thirty (30)
days following formal notice from non-defaulting party, if said non-performance has not been cured within
such period, without prejudice to damages that could be claimed by such non-defaulting Party.