General conditions of use of the Target Skills Software

1 - Right of use

Target Skills allows the Customer to use the Software under licence and its associated documentation on a purely non-exclusive, non-transferable personal basis and in accordance with its purpose as described in the present General Conditions.

2 - Use of the Software

The use of the Software means its permanent or temporary representation in order to have its functioning in accordance with the regulations of this contract and documentation associated to the Software, as far as the loading, the display, the execution, the transmission or the storage of the Software need a reproduction. The Software must be used in accordance with its exclusive purpose from any other, namely: in accordance with the stipulations of these General Conditions and documentation associated with the Software, and in particular on a given hardware and for a given site, with care in particular concerning the magnetic medium or the CD-ROM, exclusively for personal and professionals needs of the Customer, in exceptional and temporary circumstances and at his own risk of the Customer for another site or another material, only within the framework of emergency procedures, other than any use in service office, on facilities management and/or on service of a third party.
By way of dispensation, the right to use the Software could be extended to one or more other materials or sites enumerated with the written preliminary agreement of Target Skills and this, in compensation of a complementary fee which amount will have to be fixed contractually.
Under Citrix and Terminal Server environment, the client commits to declare Target Skills the exact number of users of the software PlanningPME. The client must buy one licence for each user of PlanningPME. One user = one physical person who makes modifications on the planning tool PlanningPME. The client authorise the control of the conditions in which the Software is used, by any person designed by Target Skills, in any place and at any time.
Any use of the Software not in conformity with its purpose as aiming above would constitute an attack with the Software rights of exploitation and by this fact, the offence of infringement in accordance with the provisions of the article L.335-3 of the Code of the Intellectual Property. Thus, it is particularly forbidden for the Customer to proceed to:
Any other reproduction than the one envisaged in the present General Conditions and made necessary by the use of the Software in accordance with its purpose, any translation, adaptation, arrangement or other modification of the Software and the resulting reproduction of the Software, the use of the Software in accordance with its purpose not requiring any translation, adaptation, arrangement or modification, any intervention on the programs composing the Software whatever its nature, included for correcting the errors suitable for deteriorating the Software as far as the right of correction of the aforesaid errors is reserved for the exclusive profit of Target Skills in accordance with the provisions of the article "”Contractual guarantee –Referencing”" below and to the conditions Target Skills support which would have been subscribed by the Customer, any reproduction of the code of the Software or the translation of the form of this code in order to obtain information necessary to the inter-work of the Software with other Software created independently, information necessary to inter-work being, with the conditions of these General Conditions, made available for the Customer, any direct or indirect disposal of the Software at the benefit of a third party, on a purely gracious or expensive basis, in particular by location, transfer, loan. The Software is delivered exclusively on object code and not on source code.

3 - Backup copy

The Customer is allowed to carry out a backup copy to preserve the use of the Software in accordance with the provisions of the article L.122-5 of the Code of the Intellectual Property

4 – Contractual Guarantee-Referencing

Referencing constitutes integral part of the General Conditions of Use of Target Skills Software whose Customer declares to have acknowledged and accepted. Target Skills grants a contractual guarantee to the Customer, during a three months delay from the date of invoice of the Software use licence fee, in case of an reproducible anomaly in installation exclusively due to the Software. This guarantee is granted provided the Customer observed the procedures provided in documentation. Within this guarantee, Target Skills commits to providing to the Customer a new specimen Software on magnetic medium, at reception of the Software under defective licence according to the double following condition: to have referred the software with Target Skills, to have send back the litigious support in its origin packaging by recorded delivery. The expenses of sending are the responsibility of the Customer. Then, it belongs to the Customer, to provide the names of the computers that use the Software and to address them to Target Skills to reference the Software.
The Customer has a limited use of the Software: until the moment when he pre-registered the Software via the function "Referencing via Interne" or "Referencing by file" of the Software, when he paid the amount corresponding to the software licences and when he recorded the Software via the function "”Referencing via Internet”" or "Referencing by file" of the Software.
Target Skills will address to the Customer, as soon as possible, the file of referencing by mail or electronic messaging from the reception of the names of the computers using the Software.

5 - Proof

It is the responsibility of the Customer to backup and edit the present version for the General Conditions of Use of the Software. The referencing by the Customer or the installation of the Software necessarily involve its agreement to these General Conditions of Use. Direct or indirect recorded information (names of the computers) transmitted by the customer to Target Skills will make proof between the parts. Will make proof between the parts the sending of the file of pre-recording by Target Skills to the Customer or the pre-recording of the Software via Internet via the function "”Referencing via Internet"” of the Software and the sending of the file of recording by Target Skills to the Customer or the recording of the Software via Internet via the function “"Referencing via Internet"” of the Software to allow the use of the Software in accordance with the present General Conditions of Use of the Software.

6 - Warning

The Customer chose the Software towards the documentation and the information which he recognizes to have received. It is up to the Customer to estimate in a extremely precise way its own needs, to appreciate their equivalence to the Software and to make sure that he has the particular competence for the use of the Software. It is up to the Customer to make sure that its appropriate structures are likely to admit the treatment of the selected Software and that he has the necessary competence for its application. It is notably up to the Customer to verify the equivalence of the Software to its technical environment. The Customer recognizes to have been informed about the possibility of being attended by Target Skills or any professional of his choice, if he judges not to be able of using the aforementioned Software according to the conditions aimed in the present. It is advised to the Customer to subscribe a maintenance with a provider of its choice, an insurance against theft and the fires when installing the software.

7 - Inter-working

According to the provisions of the article L.122-6 1 of the Code of the Intellectual property, the Customer can obtain with Target Skills the information necessary for the inter-working of the Software with the other Software created in an independent way. The information necessary for the inter-working of the Software will be supplied to the Customer at his request which will be formulated by recorded letter sent to Target Skills. It was expressly advisable that the information obtained by the Customer cannot be: o neither used in purposes others than the realization of the inter-working of the Software with the other Software created in an independent way, o nor communicated with third parties, except when it is necessary for the inter-working of the Software and except if such a communication does not strike a blow at the normal exploitation of the Software or does not cause an unjustified damage with the legitimate interests of Target Skills. The Customer will seek the agreement of Target Skills before the communication to third parties of the information obtained from Target Skills within the framework of the present article, o nor used for the settling, the reproduction or the marketing of a Software the expression of which would be substantially similar to that of the Software or for any other act concerning author infringement on the Software. The Customer is responsible for author infringements or in the justifiable interests of Target Skills resulting from the disclosure of the information obtained from Target Skills in purposes of inter-working of the Software or the works done by the Customer or by a third party even authorized by Target Skills in purposes of inter-working of the Software. In a general way, the Customer is responsible for detrimental consequences which could result from a bad functioning of the Software because of its inter-working with other Software created in an independent way.

8 - Responsibility

This article is both for the General Conditions and for Target Skills Support services which would have been subscribed by the Customer. Within the framework of the present, the parts agree that Target Skills is subjected to an obligation of means. The Software is used under management, control and responsibility of the Customer himself. As a consequence, Target Skills can, in no ways, be considered as responsible for incidents due to errors of codification, inaccurate information or abnormal operations compared to the use of the Software specified in the documentation. In any cause and whatever the foundation of the Target Skills responsibility, and that, including in agreement with the law n° 98-389 of May 19th, 1998, damages and any repair owed by Target Skills to the Customer all causes cannot exceed the sums paid by the Customer in return of the right of use of the Software. In no way, Target Skills will be responsible either towards the Customer and towards third parties, for any indirect damage, such as operating losses, loss of clientele, commercial damage, offence of its corporate image, loss of data and\or files as well as for any incident and\or unavailability which could happen on the Internet network and which would constitute, for Target Skills, a case of major force.

9 - Intellectual property

Target Skills guarantees to the Customer that she is a holder of either the patrimonial rights on the Software and its documentation, or the authorization from the Software author and that, consequently, Target Skills can grant to the Customer the right of use provided on the present General Conditions. The authorization of use granted by Target Skills does not entail any transfer of intellectual property for the Customer. As a consequence, this one refrains himself from any scheme, any act, which could strike a blow directly or indirectly at copyright on the Software. The Customer is informed that the Software is protected by the legislation on the intellectual property (laws n°92-597 of July 1st, 1992 and n°94-361 of May 10th, 1994). As a consequence, the Customer will take all the measures necessary for the protection of the rights of intellectual property concerning the Software. Therefore, he will maintain in good condition all the mentions of property and\or copyright which would be brought on the constituent elements of the Software and the documentation; also, he will have these mentions represented on any total or partial reproduction which would be authorized by Target Skills, in particular on the backup copy. In case of attempt of seizure, the Customer will have to inform immediately Target Skills about it and bring up protest against the seizure, take any measures to make known the rights of property on the Software. Within the framework of a professional activity, the Customer undertakes to take, towards his staff and towards every outside person who would have access to the Software, all the necessary measures to keep the secret, the confidentiality and the respect for the rights of property of the Software. The Customer will not let the support floppy disk or the CD-ROM directly accessible to third parties not expressly authorized by Target Skills, and in case of loss or of theft of the Software, Target Skills will not be in charge of putting free of charge a new copy of the Software at the disposal of the Customer.

10 - Data processing and Liberties

All the collected information are necessary for the treatments of your requests in relation with the present General Conditions. You benefit from a right of access and rectification with the internal services of Target Skills according to the law n°78-17 Computer and Liberties.

11 - Control

The Customer undertakes to allow the control of the conditions in which the Software is used, by every person appointed to do that by Target Skills, in any place and at any time.

12 - Fees

In compensation of the right tu use the Software which is conceded to him, the Customer commit to pay the amount of the fee for each Software concerned. If the Customer would not have paid the aforementioned fees, the present conditions will be automatically cancelled after giving the Customer notice to pay, by a recorded letter remained without any effect at the end of a fifteen days deadline, to discharge amount of the fees.

13 - Duration

The right of use of the Software is granted to the Customer for all the duration of protection of the Software according to the legislation on the intellectual property. The purchase by the Customer of a copy of a new version of a Software will involve the transfer of the right of use granted to the Customer on this new version, and to the renunciation by the Customer of any privilege of use on the versions preceding the new version. The additional costs linked with the purchase of a copy of a new proposed version are the charge of the Customer.

14 - Transfer

The Customer refrains expressly to give up or to transfer to any third party, including one of its subsidiaries, even for free, all or any rights and\or obligations that he holds from present General Conditions.

15 - Cancellation

Independently of the provisions of the article 13, in case of grave neglect from the Customer on one of the obligations defined on the present conditions, not repaired within thirty days from the recorded letter notifying the neglect in cause, Target Skills will have the power to cancel the present General Conditions without prejudice of any damages to which it could aspire. In that case, the Customer undertakes to restore to Target Skills all the constituent elements of the Software which were given and to destroy or to give back to Target Skills, all the copies or the reproductions that he would have been able to make under any form, and that, within one month from the recorded letter of Target Skills noticing the cancellation of the present General Conditions.

16- Export

The Customer undertakes to respect strictly the laws and the payments in current export methods in France.

17- Law and allocation of competence

THE PRESENT CONDITIONS ARE SUBJECTED TO THE FRENCH LAW. IN CASE OF DISPUTE, EXPRESS COMPETENCE IS ATTRIBUTED TO COURT OF COMMERCE OF PARIS, NOTWITHSTANDING PLURALITY OF DEFENDANTS OR CALL IN GUARANTEE, EVEN FOR EMERGENCY PROCEDURES OR THE PROTECTIVE PROCEDURES IN EMERGENCY PROCEEDING OR BY REQUEST.