license.txt

===================================================== 
 CONVERTIGO MOBILITY PLATFORM LICENCE AGREEMENT 
=====================================================

Any Customer using the Convertigo Mobility Platform shall agree to comply with the following license terms:

================
 LICENSE TERMS
================

This is a legal agreement ("Agreement") between the organization which is represented by a duly authorized 
representative ("You") and the Convertigo entity which grants You the present license as specified in the purchase 
order ("Convertigo") for the software product that this license agreement accompanies.
BY INDICATING YOUR ACCEPTANCE BY CLICKING "YES" BELOW, OR INSTALLING OR USING THE SOFTWARE, YOU 
ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF, PRIOR TO USING SUCH SOFTWARE, YOU 
DECIDE YOU ARE UNWILLING TO AGREE TO THE TERMS OF THIS AGREEMENT, THEN CLICK THE "CANCEL" 
BUTTON AND THE INSTALLATION PROCESS WILL TERMINATE. 
1.	Definitions

<< Authorized User >> 
Any user of the Software that is authorized to access or use a Software that has been licensed to an Organization 
under the terms of this Agreement, provided that in total, the count of all such users does not exceed the total 
number of licenses acquired by such Organization.

<< Community Edition >>
Edition of the Software delivered by CONVERTIGO without activation keys to activate the Convertigo Mobile Builder 
components as codeless mobile UI developments or Convertigo MBaaS components as SQL, HTML, MAINFRAME, 
SAP connectors, Full Sync off line data, Url mapper, or SDK beyond the 30 days' trial period and 5 Sessions. 
Community Edition includes basic Convertigo MBaaS Edition Studio and Server capabilities as orchestration and 
sequencer on REST and SOAP Convertigo Connectors.

<< Organization >>
The person, partner, entity, corporation, or government entity that is granted a license on the Software and that 
shall be responsible for any use of the Software.

<< Software >>
The Convertigo Mobility Platform which includes Convertigo proprietary software with Software documentation 
(refers to the Software user manual and Software installation guides) and any Software updates acquired through 
technical support. The Convertigo Mobility Platform is composed mainly of 3 installation binaries: Software Studio 
and Software Server and Software SDK. The Software is distributed by Convertigo in editions which include the 
Community Edition, the MBaaS Edition and the Mobile Builder Edition.

<< Software Studio >>
One of the Software core components which is for "Convertigo project" developments purposes and delivered as 
one installation file for Windows Desktops.
The Software Studio installer is installing the Software Studio.
The Software Studio includes an Eclipse IDE, Convertigo plugins, a minimal mono user Software Server, Java 
runtime documentation and installation procedure, modules such as CONVERTIGO Sequencer and SQL, REST/SOAP 
connectors. 

Projects developed with Software Studio are saved into Project.car files to be executed on "Software Servers" in 
production or on the minimal mono user Software Server included within the Studio. Project.car files including non 
Convertigo MBaaS or Mobile Builder Editions commands requires appropriate Server Configuration Servers with 
appropriate keys.

<< MBaaS Edition >>
Edition of the Software which allows You to use the Software MBaaS Edition components and configurations 
including SQL, HTML, MAINFRAME, SAP connectors, Full Sync off line data, Url Mapper and mobile SDK beyond the 
30 days' trial period and 5 Sessions with activation keys delivered by Convertigo .
The Software MBaaS Edition components are delivered and bundled with the Software Studio. They are running 
under the minimal mono user Software Server installed with the Software Studio and are free of use for 
development purpose only. 

<< Software Server >>
One of the Software core components which is for production purposes and executes Project.car files developed 
with the Software Studio.
Server is sometime named "Convertigo Enterprise Mobility Server" or "C-EMS" in documentations, web site or 
installers.
The Software Server can be configured to exploit Convertigo MBaaS and Convertigo Mobile Builder commands 
contained within project .CAR files.
The Software Server contains all run time components to run the Projects.car files produced by Convertigo MBaaS 
and Convertigo Mobile Builder. 

The Software Server installer is installing the Server Software and an administration console to monitor and 
configure Software Server.

<< Mobile Builder Edition >>
Edition of the Software which allows You to use the Software Mobile Builder Edition components and 
configurations including mobile rapid application developments beyond 30 days' trial period and 5 Sessions with 
activation keys delivered by Convertigo.
Standard Edition doesn't include Convertigo MBaaS Edition components as SQL, HTML, MAINFRAME, SAP 
connectors,Full Sync off line data, Url Mapper or mobile SDK.
The Software Mobile Builder Edition components are delivered and bundled with the Software Studio. They are 
running under the minimal mono user Software Server installed with the Software Studio and are free of use for 
development purpose only. 

<< Software SDK >>
One of the core MBaaS Edition Software component which allows to: 
-	access MBaaS Edition Servers services directly within development environments such as Xcode, Android 
studio, visual studio or Xamarin studio
-	compile native mobile applications from the aforesaid environments which can access MBaaS Editions 
Software Servers. Such mobile native applications are including the SDK Software libraries.
The SDK Software includes Convertigo proprietary developments as well as Third Party Software.
The SDK Software installed within developments environments or inside mobile device can be freely deployed with 
no limitations.
The Software SDK has installations binaries corresponding to the targeted development framework which can be 
ios android, .net, Angular and others in the future.

<< Third Party Software >>
Software components edited by third party software vendors which are installed or used with the Software and can 
only be used as described in Section 7 of this license. 

2.	Purpose

This Agreement has for purpose to determine the license terms applicable to the use of the Software which may be 
distributed in different editions: Community Edition, MBaaS Edition or Mobile Builder Edition.

For each edition, specific license terms are applicable.


The use of each edition is subject to the corresponding license terms: license terms for the Community Edition or 
license terms for the MBaaS Edition and the Mobile Builder Edition here below. 

You agree to comply with the license terms for the Community Edition and for the MBaaS Edition and for the 
Mobile Builder Edition.

3.	License Terms for the Community Edition

The Community Edition allows to use the Software Studio and the Software Server under Affero GPL V3 License and 
can be used for free.
Affero GPL V3 License can be accessed at: http://www.gnu.org/licenses/agpl-3.0.html
 
The Community Edition allows to develop end to end applications from backend enterprise sources to multi-
devices.

Convertigo provides Software Studio and Software Server with third party software components, and with 
Extended Edition components which may be used only as described below:

1- Software Studio and Software Server are delivered under Affero GPLV3 license 
(http://www.gnu.org/licenses/agpl-3.0.html).

2- Third party open source components are delivered under their respective licenses and can only be used as 
described in Section 7 below. 

3- Extended Edition components, such as the SQL, HTML, MAINFRAME, SAP connectors, Full Sync off line data, Url 
Mapper, SDK or mobile rapid application developments components are delivered in object code only for the 
restricted use as mentioned hereafter:
The MBaaS et Mobile Builder Edition components delivered and bundled with Software Studio are free of use for 
developments purpose only. 
Such components delivered and bundled with Software Server are pre-activated for a 30 days trial period and 
require keys to extend the activation period. 
Non-key activated Software components delivered and bundled with Software Studio and Software Server are 
inactive and can be copied and distributed by You but only bundled with Convertigo products.

Any other use of the MBaaS or Mobile Builder components bundled with Software Studio or Software Server 
necessitates to obtain the MBaaS Edition or Mobile Builder Edition license. 

The Third Party Software and the Software components other than the Software Studio and the Software Server 
are not subject to the Affero GPL V3 License.

References (calls) to the third party software and Convertigo MBaaS or Mobile Builder Edition components can be 
removed from the Software Studio and Software Server open source code and can be replaced or redeveloped 
upon needs.

Details about the third party software which may be used by Convertigo with Software Studio and Software Server 
(the "Third Party Software") well as the corresponding license terms are available at 
www.convertigo.com/EEand3rdpartycomponents.

You should read carefully the agreements covering the Third Party Software. Each of these agreements or terms 
can be accessed via www.convertigo.com/EEand3rdpartycomponents. By installing and using this Third Party 
Software You accept these Third Party Software license terms and acknowledge that You have read them and 
understand them. Convertigo does not sell, resell, or license any of this Third Party Software, and Convertigo 
disclaims to the maximum extent permitted by applicable law, any responsibility for or liability related to the Third 
Party Software. Any questions, complaints or claims related to the Third Party Software should be directed to the 
appropriate vendor. 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CONVERTIGO MAKES NO REPRESENTATIONS OR 
WARRANTIES OF ANY KIND CONCERNING THE QUALITY, SAFETY OR SUITABILITY OF ANY THIRD PARTY SOFTWARE, 
EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, 
FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. In no circumstances will we be liable for any 
indirect, incidental, special or consequential damages to You or any third party (including without limitation, loss of 
data, loss of profits, computer failure and business interruption), arising out of the use of or inability to use any 
Third Party Software, even if Convertigo has been advised of such damages. Your only right or remedy with respect 
to any problems or dissatisfaction with any Third Party Software is to de-install and cease use of such Third Party 
Software.


Matrix about Convertigo Edition features is available at:
https://www.convertigo.com/prices-2/
 

4.	License terms for the MBaaS Edition and the Mobile Builder Edition

The use of the MBaaS Edition or of the Mobile Builder Edition is submitted to the following license terms as 
specified below.

Third party components installed or used with Convertigo Extended Edition components can only be used as 
described in Section 7 of this license. 

4.1	Right to Use the Software 

The right to use the MBaaS Edition or the Mobile Builder Edition is granted to You by Convertigo under "a per 
Session" or "per Device" license for a period of one year which is renewable for successive periods of one year.

Your right to use the Software is conditional upon payment of the license fees due by the Organization, as specified 
in the corresponding purchase order.

4.2	License Grant

Subject to the terms of this Agreement and subject to the payment of the appropriate license fees by the 
Organization, Convertigo hereby grants You a limited, non-exclusive, non-transferable, non-sub licensable, 
revocable right to download, install and use the Software in machine readable, object code form only for MBaaS 
Edition components and Mobile Builder Edition components, solely for your internal business operations and only 
as authorized by this Agreement for the limited duration specified in your agreement with Convertigo.

You agree to be bound by the following limitations:

-	if the license is "per Session ", You will not deploy more than the number of Sessions for which You have 
been licensed.
-	if the license is " per Device", You will not deploy more than the number of Device for which You have been 
licensed.

The Software MBaaS Edition components can only be used if a license for the Software MBaaS Edition is granted to 
you.

The Software Mobile Builder Edition can only be used if a license for the Software Mobile Builder Edition is granted 
to you.

The Software MBaaS and Mobile Builder Edition components delivered and bundled with the Software Server are 
pre-activated for a 30 days trial period and requires keys to extend the activation period. 

4.3	Conditions for License Types

4.3.1	If the enclosed Software is an evaluation version of a Convertigo product, You may use not more than one 
copy of the Software for evaluation purposes during any pre-determined evaluation period and only in accordance 
with the documentation to determine whether You are interested in acquiring a license to use the Software. 
Notwithstanding anything else in this Section 4, a Software provided on an evaluation loan basis shall only be used 
by You in a non-production laboratory environment, for internal testing purposes only, to determine whether to 
acquire the Software for fair market value, and only at the site to which the Software is shipped or downloaded. A 
copy of the results of the evaluation shall be provided to Convertigo, but not to any third party. No reviews may be 
published or provided to third parties. All rights and ownership in the Software shall at all times remain solely with 
Convertigo.

4.4	General License Conditions:

Except as otherwise expressly provided in this Agreement, the following rights and limitations apply:

4.4.1	You may make one (1) copy the Software into any machine readable or printed form for backup purposes 
only in support of your use of the Software.

4.4.2	You may use the Software in accordance with any documentation accompanying the Software.

4.4.3	You may transfer the Software from one Authorized User to another within your Organization if the other 
individual agrees to accept the terms and conditions of this Agreement. If You transfer the Software You must at 
the same time either transfer all copies whether in printed or machine readable form to the same party or destroy 
any copies not transferred.

4.4.4	You may not rent, lease or otherwise transfer rights to the Software or remove any proprietary notices, 
labels or marks. 

4.4.5	You may not reverse engineer, create derivative works based on the Software, reproduce, modify, correct, 
decompile or disassemble the Software (except to the extent that applicable law overrides). 

4.4.6	You may not use, copy, modify, or transfer the Software, in whole or in part, except as expressly provided 
for in this Agreement.

4.4.7	You may not distribute the Software to any third parties or permit other entities to use the Software. 

4.4.8	If You transfer possession of any copy of the Software to another party in any way other than expressly 
permitted in this Agreement, your license is automatically terminated.

4.4.9	You will take all reasonable precautions to prevent third parties from using the Software or any part thereof 
in any way that would constitute a breach hereof.

4.5	Term

The Agreement shall be effective upon Your agreement to be bound by the terms of this Agreement, (as 
manifested by the conduct described in the preamble above) and shall end upon termination of the license on the 
Software. You may terminate the Agreement at any time by destroying the Software and providing written notice 
to Convertigo with the License ID described in the Convertigo web base administration of the terminated Software. 
Convertigo web base administration access is by default for the ID "admin" and for password "admin" as long as 
customers do not personalize it. Convertigo may terminate this Agreement at any time ipso jure for your breach of 
this Agreement. Unauthorized copying of the Software or otherwise failing to comply with the license grant of this 
Agreement will result in automatic termination of this Agreement and will make available to Convertigo all other 
legal remedies. You agree and acknowledge that your material breach of this Agreement shall cause Convertigo 
irreparable harm for which monetary damages alone would be inadequate and that, to the extent permitted by 
applicable law, Convertigo shall be entitled to injunctive or equitable relief without the need for posting a bond. 
Upon termination of this Agreement the license granted herein will terminate and You must immediately destroy 
the Software and the back-up copy thereof.

4.6	Limited Warranty

For a period of ninety (90) days from the date You receive the Software, Convertigo warrants that the Software will 
perform substantially in accordance with the documentation when used as directed ("Limited Warranty"). This 
Limited Warranty is void if failure of the Software has resulted from modification, accident, abuse or 
misapplication. This Limited Warranty does not apply to evaluation Software which is provided AS IS with no 
warranty whatsoever. CONVERTIGO DOES NOT GUARANTEE THAT THE SOFTWARE WILL PERFORM ERROR-FREE OR 
UNINTERRUPTED OR THAT CONVERTIGO WILL CORRECT ALL SOFTWARE ERRORS.

4.7	Customer Remedies

Convertigo's entire liability and the exclusive remedy of the Organization shall be: at Convertigo's option, either (a) 
return of the price paid or (b) repair or replacement of the Software that does not meet the above Limited 
Warranty. Any replacement Software will be warranted for the remainder of the original warranty period.

5.	Liability

The only type of damages that can be recovered against Convertigo arising from or related to this Agreement 
including without limitation in relation to the provision, use, performance or non-performance of the Software, 
shall be the direct damages suffered by the Organization, if any, and without expanding on the specific remedies 
set out in Section 10 (i) in no event shall the aggregate liability of Convertigo exceed the amount paid by the 
Organization for the Software, and (ii) Convertigo shall only be liable for damages incurred during the period of 
such failure, delay or nonperformance of the Software. CONVERTIGO SHALL HAVE NO LIABILITY WHATSOEVER TO 
THE ORGANIZATION OR ANY PARTY CLAIMING BY OR THROUGH YOU FOR THE ACCURACY, TIMELINESS OR 
CONTINUED AVAILABILITY OF ANY SERVICE OR SOFTWARE. 
EXCEPT FOR THE LIMITED DIRECT DAMAGES SPECIFIED ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, 
IN NO EVENT SHALL CONVERTIGO BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT 
LIMITATION, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL OR PUNITIVE DAMAGES, 
DAMAGES FOR LOSS OF BUSINESS PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF BUSINESS 
INFORMATION OR CORRUPTION OR LOSS OF DATA, FAILURES TO TRANSMIT OR RECEIVE ANY DATA, PROBLEMS 
ASSOCIATED WITH ANY APPLICATIONS USED IN CONJUNCTION WITH THE SOFTWARE, DOWNTIME COSTS, LOSS 
OF THE USE OF THE SOFTWARE, COST OF SUBSTITUTE GOODS, FACILITIES, OR SERVICES, COST OF CAPITAL, OR 
OTHER PECUNIARY LOSS ARISING OUT OF OR RELATED TO THIS AGREEMENT WHETHER OR NOT SUCH DAMAGES 
WERE FORESEEN OR UNFORESEEN INCLUDING WITHOUT LIMITATION THE USE OF OR INABILITY TO USE THE 
SOFTWARE OR ANY THIRD PARTY SOFTWARE, EVEN IF CONVERTIGO HAS BEEN ADVISED OF THE POSSIBILITY OF 
SUCH DAMAGES. 
6.	No Other Warranties

CONVERTIGO DISCLAIMS ALL WARRANTIES AND CONDITIONS NOT EXPRESSLY SPECIFIED IN THIS AGREEMENT 
(EITHER EXPRESS OR IMPLIED), INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OR CONDITIONS OF 
MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, LATENT 
DEFECTS, OR NON-INFRINGEMENT AND ANY OTHER IMPLIED REPRESENTATION, WARRANTY OR CONDITION 
ARISING BY STATUTE OR CUSTOM OR USAGE OF TRADE RELATED TO THE SOFTWARE. THIS LIMITED WARRANTY 
GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH MAY VARY FROM JURISDICTION TO 
JURISDICTION.

 SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES AND 
CONDITIONS. TO THE EXTENT PERMITTED BY LAW, ANY IMPLIED WARRANTIES OR CONDITIONS RELATING TO THE 
SOFTWARE TO THE EXTENT THAT THEY CANNOT BE EXCLUDED AS SET OUT ABOVE ARE LIMITED TO 90 DAYS FROM 
THE DATE YOU FIRST INSTALLED THE SOFTWARE ON ANY COMPUTER.


7.	Third Party Software 

7.1	 When You install the Software, You will install software from third party software vendors (Third Party 
Software). Use of the Third Party Software will be governed by licenses or other arrangements between such 
vendors and yourself, including without limitation those software components listed below. 

7.2	 You should read carefully the agreements covering the Third Party Software. Each of these agreements can 
be accessed via www.convertigo.com/EEand3rdpartycomponents or via the urls provided in this Section 7.2. By 
installing and using this Third Party Software You accept these Third Party Software licenses or other arrangements 
and acknowledge that You have read them and understand them. Convertigo does not sell, resell, or license any of 
this Third Party Software, and Convertigo disclaims to the maximum extent permitted by applicable law, any 
responsibility for or liability related to the Third Party Software. Any questions, complaints or claims related to the 
Third Party Software should be directed to the appropriate vendor. 
The Third Party Software includes the following on the date of execution of the Agreement:

Name
Url
Licence
Avalon
http://avalon.apache.org/
ASL 1.1
Apache Commons
http://commons.apache.org/
ASL 2.0
Axis
http://ws.apache.org/axis2
ASL 2.0
Batik
http://xml.apache.org/batik
ASL 2.0
BCEL
http://jakarta.apache.org/bcel
ASL 2.0
FOP
http://xmlgraphics.apache.org/fop/
ASL 2.0
Jaxen
http://www.jaxen.org
ASL 2.0
Quartz
http://www.quartz-scheduler.org
ASL 2.0
XmlGraphics
http://xmlgraphics.apache.org
ASL 2.0
Dom4j
http://www.dom4j.org
BSD style
Jakarta RegExp
http://jakarta.apache.org/regexp
BSD style
Eclipse
http://www.eclipse.org
EPL 1.0
HSQLDB
http://hsqldb.org
HSQLDB license
JT400
http://opensource.org/licenses/IPL-1.0
IBM Public 
License 1.0
jCharts
http://jcharts.sourceforge.net/
jCharts license
jettison
http://www.apache.org/licenses/LICENSE-2.0
Jettison license
Hibernate
http://www.hibernate.org
LGPL 2.1
jTDS
http://jtds.sourceforge.net
LGPL 2.1
MariaDB Client Library for 
Java Applications
http://www.skysql.com/downloads/connectors/java
LGPL 2.1
Rhino
https://developer.mozilla.org
LGPL 2.1
SoapUI
http://www.soapui.org
LGPL 2.1
Telnet Java Socks4
http://jsocks.sourceforge.net
LGPL 2.1
jQuery
http://www.jquery.com
MIT
QRCode (Kazuhiko Arase)
https://kazuhikoarase.github.io/qrcode-generator
MIT
SLF4J
http://www.slf4j.org/
MIT
Xulrunner
https://developer.mozilla.org/en-
US/docs/Archive/Mozilla/XULRunner
MPL 1.1
OpenSSL
http://www.openssl.org
OpenSSL license 
BSD Like

Name
Url
Licence
Tomcat
http://tomcat.apache.org
ASL 2.0
Java (Oracle)
http://www.oracle.com/technetwork/java/javase/
terms/license/index.html 
Java license

Name
Url
Licence
Aviva
http://www.avivasolutions.com
Aviva license

You may install and use the following Third party Software with the Software SDK: 

For .Net (WPF and Xamarin) :

Name
Url
Licence
UnicodeNomalization
https://github.com/Turo-
NET/UnicodeNormalization/blob/master/LICENSE.txt
MIT
JSON.NET
https://github.com/JamesNK/Newtonsoft.Json/blob/master/LICE
NSE.md
MIT
CouchBase Lite
https://github.com/couchbase/couchbase-lite-
net/blob/master/LICENSE
MIT
SQLite.RAW
https://raw.githubusercontent.com/ericsink/SQLitePCL.raw/mast
er/LICENSE.TXT
Apache 2.0
SQLite.UGLY
https://raw.githubusercontent.com/ericsink/SQLitePCL.raw/mast
er/LICENSE.TXT
Apache 2.0
Stateless
https://github.com/nblumhardt/stateless
Apache 2.0
JInt
https://raw.githubusercontent.com/sebastienros/jint/master/LIC
ENSE.txt
 BSD 2-Clause 
License
SharpZipLib
http://icsharpcode.github.io/SharpZipLib/#license
GPL with 
exception for free 
none 
contaminating 
libraries 
distribution


For Android :

Commons-io
http://www.apache.org/licenses/
APACHE 2.0 
license
http-core
https://hc.apache.org/httpcomponents-core-ga/
APACHE 2.0 
license
jackson-annotations
https://github.com/FasterXML/jackson-annotations
APACHE 2.0 
license
Jackson-core
https://github.com/FasterXML/jackson-core
APACHE 2.0 
license
Jackson-databind
https://github.com/FasterXML/jackson-databind/
APACHE 2.0 
license
Rhinojs
https://github.com/mozilla/rhino
MPL 2.0 Licence
Stateless4j
https://github.com/oxo42/stateless4j
APACHE 2.0 
license
Couchbase-lite
https://github.com/couchbase/couchbase-lite-android
APACHE 2.0 
license

For Angular :
All Convertigo Angular SDK dependencies are not installed by Convertigo and published as standard package on 
NPM
https://www.NPMJS.com

7.3	SOFTWARE COMPONENTS IN THIS PRODUCT WERE IN PART PROVIDED BY AVIVA SOLUTIONS INC., AND/OR 
ITS AFFILIATES AND LICENSORS.
The name of Aviva Solutions Inc. nor the names of its contributors may be used to endorse or promote products 
derived from this Software without specific prior written permission.
ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF 
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL AVIVA BE 
LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES 
(INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA, OR 
PROFITS; OR BUSINESS INTERRUPTION) 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 THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. 
7.4	TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CONVERTIGO MAKES NO REPRESENTATIONS 
OR WARRANTIES OF ANY KIND CONCERNING THE QUALITY, SAFETY OR SUITABILITY OF ANY THIRD PARTY 
SOFTWARE, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF 
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. In no circumstances will we be 
liable for any indirect, incidental, special or consequential damages to You or any third party (including without 
limitation, loss of data, loss of profits, computer failure and business interruption), arising out of the use of or 
inability to use any Third Party Software, even if Convertigo has been advised of such damages. Your only right or 
remedy with respect to any problems or dissatisfaction with any Third Party Software is to de-install and cease use 
of such Third Party Software.

7.5	You are solely responsible for adequate protection and backup of the data and equipment used in 
connection with any of the Third Party Software, and Convertigo will not be liable for any damages that You may 
suffer in connection with using, modifying or distributing any of the Third Party Software.
8 .	Intellectual Property

You do not acquire hereby any intellectual property or other proprietary rights, including patents, designs, 
trademarks, copyrights or rights in any confidential information or trade-secrets in or relating to the Software. You 
also do not acquire any rights in or related to the Software, or any components thereof, other than the rights 
expressly licensed to You under this Agreement or in another mutually agreed upon, written agreement that You 
may have with Convertigo. Any grants not expressly granted herein are reserved. The Software is only licensed to 
your Organization as expressly set out herein and is protected by copyright and "droit d'auteur". There are severe 
penalties both civil and criminal for intellectual property infringement.

9.	Confidentiality

You acknowledge and agree that the Software was developed at considerable time and expense by Convertigo and 
is confidential to and contains trade secrets of Convertigo. You agree to maintain the Software in strict confidence 
and not to disclose or provide access thereto to any person except to your employees or contractors with a need 
for access to exercise the license rights conferred hereby. You do not have the right to obtain or use any source 
code for the Software, and may not translate, reverse engineer, decompile or disassemble, or otherwise attempt to 
derive the source code of the Software and agree not to authorize, allow or enable any other person to do so.

10.	Indemnification.

You shall defend, indemnify, and hold harmless Convertigo, Convertigo's suppliers, successors, affiliates, agents and 
assigns (each a "Convertigo Indemnified Party") from any claims, damages, losses, or expenses (including without 
limitation attorney fees and costs) incurred by a Convertigo Indemnified Party in connection with all claims, suits, 
judgments and causes of action (i) for infringement of patents or other intellectual property or proprietary rights 
arising from combining with or using any device, system or service in connection with the Software, (ii) for damages 
arising from Your breach of Sections 3, 4, 7, 9, 10, 11, 12 and 13 herein, (iii) for libel, slander, defamation or 
infringement of copyright or other intellectual property or proprietary right with respect to material transmitted by 
You (iv) for any injury, death or property damage arising in connection with the presence, use or non-use of any 
portion of the Software (other than such damage to person or property (excluding data) that directly arises from 
the use of the Software strictly in accordance with the documentation and user manuals provided by Convertigo 
which specifically pertains to such Software) or (v) for claims made by third persons against Convertigo arising from 
or related to Your use of the Software (other than such claims that arise solely from the use of the Software strictly 
in accordance with the documentation and user manuals provided by Convertigo with the Software which 
specifically pertains to such Products or Software). No remedy herein conferred upon Convertigo is intended to be, 
nor shall it be construed to be, exclusive of any other remedy provided herein or as allowed by law or in equity, but 
all such remedies shall be cumulative. In the event of the termination of this Agreement for Your breach, You shall 
pay to Convertigo all attorney fees, collection fees, and related expenses, expended or incurred by Convertigo in 
the enforcement of any right or privilege hereunder (including, but not limited to, telephone, freight, express and 
postal charges, expenses of paid investigators and reasonable compensation for time of Convertigo's 
representatives).

11.	Right to Audit

You agree to keep all usual and proper records and books of accounts and all usual proper entries relating to each 
reproduction and user of the Software during the term of this Agreement and for a period of three (3) years 
thereafter. During this period, Convertigo may cause an audit to be made of the applicable records in order to 
verify your compliance with this Agreement and prompt adjustment shall be made to compensate for any errors or 
omissions disclosed by such audit. Any such audit shall be conducted by an independent certified public accountant 
selected by Convertigo and shall be conducted during the regular business hours at your Organization's offices and 
in such a manner as not to reasonably interfere with your normal business activities. Any such audit shall be paid 
for by Convertigo unless material discrepancies are disclosed. For such purposes, "material discrepancies" shall 
mean three percent (3%) or more of the number of Authorized Licenses pursuant to this Agreement. If material 
discrepancies are disclosed, You agree to pay Convertigo for the costs associated with the audit as well as fees for 
all additional licenses. In no event shall audits be made more frequently than semi-annually unless the immediately 
preceding audit disclosed a material discrepancy.

12.	Export

Export laws and regulations of France and the United States and any other relevant local export laws and 
regulations apply to the Software. You agree that such export control laws govern your use of the Software 
(including technical data) and You agree to comply with all such export laws and regulations (including `deemed 
export` and `deemed re-export` regulations). You agree that no Software will be exported directly or indirectly, in 
violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, 
nuclear, chemical, or biological weapons proliferation, or development of missile technology.
13.	U.S. Government Restricted Rights

The Software provided to any agency or department of the United States Government is provided with restricted 
rights. By accepting delivery of or installing or using the Software, the U.S. Government or its prime contractor or 
subcontractor (at any tier) agrees that notwithstanding anything to the contrary, and to the maximum extent 
possible under federal law: (a) the acquisition of such Software is governed by FAR Part 12 or DFAR 227.7202-4, as 
applicable and to the extent such provisions are consistent with the Agreement; (b) such Software qualifies as 
"commercial computer software" under the applicable procurement regulations; (c) any modifications provided by 
Convertigo in connection with such Software are either minor derivative modifications or are of a type generally 
available in the commercial marketplace; and (d) the U.S. Government will be bound by the commercial terms and 
conditions and restricted rights contained in the Agreement, and no other license terms shall be incorporated into 
the Agreement except by mutual written consent. 

14.	General Conditions

14.1	 No Third Party Beneficiaries. Except as otherwise specifically stated in this Agreement, the provisions herein 
are for the benefit of the parties and not for any other person or entity.

14.2	Waivers. Waiver by either party of any default by the other party shall not be deemed a continuing waiver of 
such default or a waiver of any other default.

14.3	Survival. The terms, conditions and warranties contained in this Agreement that by their sense and context 
are intended to survive the performance hereof by either or both Parties shall so survive the completion of 
performance, cancellation or termination of this Agreement.

14.4	APPLICABLE LAW AND JURISDICTION
THE CONTRACT IS SUBJECT TO FRENCH LAW. ANY LITIGATION RELATED TO THE AGREEMENT, INCLUDING BUT NOT 
LIMITED TO, IN RELATION TO VALIDITY, INTERPRETATION, EXECUTION AND/ OR TERMINATION AND RELATED 
CONSEQUENCES, SHALL BE SUBMITTED TO THE EXCLUSIVE JURISDICTION OF THE PARIS COMMERCIAL COURT 
("TRIBUNAL DE COMMERCE DE PARIS"). 

14.5	Severability. If a provision of this Agreement is held to be invalid or unenforceable, such invalidity or 
unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather (unless a failure of 
consideration would result there from) the entire Agreement shall be construed as if not containing the particular 
invalid or unenforceable provision or provisions, and the rights and obligations of each party shall be construed and 
enforced accordingly.

14.6	Language. It is the express will of the parties that this Agreement and all related documents be drawn up in 
English. C'est la volonté expresse des parties que la présente convention ainsi que les documents qui s'y rattachent 
soient rédigés en anglais.

14.7	Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with 
respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements 
between the parties hereto with respect thereto. There are no provisions, representations, undertakings, 
agreements, or collateral agreements between the parties other than as set out in this Agreement. Further You 
acknowledge that no statements or representations made by or on behalf of Convertigo have been relied upon by 
You in agreeing to enter into this Agreement. The Agreement may be amended at any time upon mutual 
agreement by the parties. Convertigo further reserves the right to make changes to this Agreement by providing 
You with reasonable notice of the change by either e-mail or by posting notice of the change at 
www.convertigo.com. If You continue to use the Software more than sixty (60) days after notice of the change has 
been given, You shall be deemed to have accepted this change.



CONVERTIGO – LICENSE AGREEMENT -2018- SDK