SOFTWARE LICENSE : General Terms and Conditions

PREAMBLE
CLEARSY is the owner of all intellectual property rights necessary to grant END-USER a
license to Use the Software.
Following Software presentation and demonstration by CLEARSY, END-USER, fully
aware of Software functionalities and main characteristics and having assessed its
requirements extremely precisely, to determine whether they are reconcilable with the
Software and to make sure that it has the special skills needed to Use it, is willing to be
granted a Software license and CLEARSY accepts to grant it such a license according to the
following conditions.
END-USER acknowledges that CLEARSY has provided it with all information necessary to
enable it to assess whether the Software meets its requirements and to take all necessary
precautions with respect to its implementation and Use.
ARTICLE 1 - DEFINITIONS
1.1 - Equipment
Means the computer hardware, consisting of a computer or central processing unit and its
peripherals and accessories, intended for the Use of the Software.
1.2 - Software
Means the complete and documented set of programs intended for the same application or
function, developed by CLEARSY and/or on which CLEARSY owns intellectual property
rights necessary for this license.
Community version refers to the version freely accessible fom Atelier B website
(https://www.atelierb.eu).
Profesionnal version refers to the version accessible only to maintance contract owners
through a restricted access, dedicated website.
1.3 - Use
Means the installation of the Software in a computer memory, notably RAM memory, hard
disc or any other memorization or storage device. The Software may be used on a computer
network provided that END-USER has signed as many licenses as the number of copies
used simultaneously.
Under this license, the term "Use" refers to the conditions set out in article 3.1.
1.4 - Utilization Site
Means the exact geographical location where the Software will be used, to the exclusion of
any other location.
1.5 - Vendor
Means any individual or legal entity who or which has granted CLEARSY the right to
market and sub-license its software to CLEARSY's END-USER.
ARTICLE 2 - SCOPE OF LICENSE - TERM
CLEARSY hereby grants and END-USER accepts, under the terms and conditions of this
license, a right to Use the Software.
The said license is the exclusive purpose of this agreement. Any other service or product
shall be addressed in a separate contract. Any document, other than this License shall not
have contractual value and shall not be binding upon the Parties except if CLEARSY
aknowledges and accepts such document in writing.
This license shall enter into effect from the date of its acceptance when executing the
Software for the first time and shall remain effective for an indefinite period unless
terminated by a condition of the agreement.
ARTICLE 3 - RIGHT OF USE
3.1 - Principle
The right to Use the Software is granted by CLEARSY to END-USER for indefinite
duration under a non-exclusive, non-assignable and non-transferable license solely for ENDUSER's Personal Use on the agreed Equipment and Utilization Site specified in the license.
"Personal Use " shall be construed as Use for END-USER's exclusive purposes by its own
employees only, to the exclusion of any third party, or any service bureau or facilities
management activity.
The right to use the Software is granted to END-USER to use the Community version of the
sofware. Professional version, including intermediate releases and additional tools, is only
available after full payment of a maintenance contract. The terms of this contract are
accepted on first use of the Software by END-USER for both Community version and
Professional version.
3.2 - Restricted Acts
By accepting this license, END-USER undertakes not to engage in any other applications
than those explicitly authorized under this agreement, notably any other reproduction than
one backup copy, as well as any correction, translation, adaptation, arrangement or alteration
of the Software.
Any Use or reproduction by END-USER in other terms shall require a separate contract with
CLEARSY.
Moreover, CLEARSY reserves its exclusive right to correct any errors contained in the
Software.
3.3 - Observation and Reverse Engineering
According to applicable provisions of EC Directive, May 14, 1991 for Protection of
Software END-USER shall be authorized to observe, study and conduct operating tests of
the Software in order to determine its basic concepts and principles, excluding the
reproduction acts provided for in the previous Article.
In the event that END-USER wants to obtain information necessary to ensure the
interoperability of the Software and to make modifications and additions to the Software in

order to make its Use compatible with other software programs for an application which
remains compatible with its designed purpose, END-USER undertakes to consult
CLEARSY before undertaking any such operation. To this end, CLEARSY shall be entitled
to demand a reasonable fee for supplying such information. In this case, such price shall be
determined by appendix or amendment.
In the event that CLEARSY cannot supply the information necessary for this
interoperability, END-USER undertakes to:
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Inform CLEARSY of all actions which will be carried out to permit such an operation,
as well as the location and identity of the contractors involved;
Limit its intervention to those sole parts of the Software necessary for interoperability;
Keep information obtained by decompilation confidential;
Give CLEARSY the benefit of any information obtained by reverse engineering by
informing it promptly thereof.
END-USER's rights shall in any event be strictly limited to the French legal framework in
force at the date of its investigations or manipulations. Any action exceeding this framework
may be deemed a copyright infringement.
ARTICLE 4 - INTELLECTUAL PROPERTY
4.1 - Principle
Title to, ownership of, and all applicable rights in patents, copyrights, trade secrets and all
other industrial and intellectual property rights in the Software or its backup copy or part
thereof shall not transfer to and shall remain vested in CLEARSY or Vendor. Each Software
provided hereunder is proprietary to CLEARSY or Vendor, and END-USER agrees to be
bound by and observe the proprietary nature thereof. END-USER shall not provide or
otherwise make available any Software or any part or copies thereof to any third party.
Moreover, CLEARSY shall in no event be obliged to grant or maintain more rights than it
itself holds to the Software.
END-USER shall not acquire any other right to the Software than those expressly granted
under this license and shall at no time acquire any intellectual property right to the Software.
END-USER undertakes to preserve all intellectual and industrial property markings, notably
the copyright and trademarks of CLEARSY and/or its Vendor with respect to the Software,
its documentation and any Proprietary Information. END-USER undertakes to ensure that
these provisions are complied with by its staff and any third party who may have access to
them.

4.2 - Ownership Warranty
CLEARSY warrants and represents that it is the legitimate holder of all intellectual property
rights attached to the Software or otherwise has acquired sufficient rights in the Software to
license it to END-USER.
CLEARSY shall hold END-USER harmless from any claim, proceeding or action brought
against the latter by any third party claiming that the Software infringes its industrial or
intellectual property rights and shall personally deal with any such claims.
In this case, CLEARSY's obligations shall be expressly subject to the following conditions,
provided that :
END-USER promptly informs CLEARSY by registered letter with notice of receipt of
any claim or action for infringement of industrial or intellectual property right in
connection with the Software;
END-USER provides CLEARSY with all information in respect of such claim;
END-USER grants CLEARSY exclusive control over the defense of the claim and all
necessary actions to settle the dispute;
END-USER fully cooperates and, at its own expense, assists CLEARSY in every
aspect connected with the defense, dispute or settlement of the claim.
Failing this, END-USER shall have no remedy against CLEARSY under this Article.
CLEARSY shall bear the costs of expenses and damages which END-USER would have to
pay pursuant to a court final decision. However END-USER shall be responsible for any
payment or consequences of any settlement concluded without prior formal approval from
CLEARSY .
In the event that the Use of the Software is likely to lead to a claim for infringement,
CLEARSY shall at all times be entitled, at its own option and expense, to:
Replace the licensed Software by a software which does not infringe any rights,
Modify the Software in order to eliminate any infringing part;
Take back the infringing Software and refund END-USER the corresponding portion of
its fee, after an abatement for depreciation calculated over the Software Use time;
Obtain for END-USER the right to continue using the infringing Software.
The warranties and remedies provided by CLEARSY in relation to industrial and intellectual
property right infringement as set forth in this article are exclusive and in lieu of all others.
CLEARSY makes no representation and specifically disclaims all warranties and any
liability towards END-USER if the claim for infringement results from the following actions
brought by any other party than CLEARSY:
Integration of the Software in any equipment, system or computer program supplied by
a third party;
Any unauthorized modification or alteration of the Software by END-USER or by a
third party in accordance with END-USER's instructions;
Any modification or alteration of the Software by CLEARSY in accordance with ENDUSER's specific instructions;
Use of the Software for any other purpose than its intended one.

SOFTWARE LICENSE : General Terms and Conditions
4.3 - Reciprocity
END-USER warrants and represents that it is the legitimate holder of all rights to Use and
modify and in general all intellectual property rights attached to the items which it may make
available to CLEARSY. Failing this and should a claim be filed by a third party, ENDUSER shall be personnally responsible for and bear all consequences of such claim and shall
hold CLEARSY harmless from any recourse.
Moreover, END-USER shall indemnify and hold CLEARSY harmless from any loss, cost or
expense suffered or incurred in connection with any claim, suit or proceeding brought
against CLEARSY which alleges that the modification or alteration of the Software stated
below constitutes an infringement.
Integration of the Software in any equipment, system or computer program supplied by
a third party;
Any unauthorized modification or alteration of the Software by END-USER or by a
third party in accordance with END-USER's instructions;
Any modification or alteration of the Software by CLEARSY in accordance with ENDUSER's specific instructions;
Use of the Software for any other purpose than its intended one.
In any event CLEARSY reserves its right to institute proceedings, notably in case of
infringement.
ARTICLE 5 - LIABILITY
5.1 - Loss of data
It shall be END-USER's responsibility to protect itself by any means at its discretion
(notably by making backup copies of its data) against risks of destruction of its data or
damages to its files. Accordingly, END-USER waives any right to claim liability on
CLEARSY's part in such case.
5.2 - Limitation of liability
CLEARSY shall not repair any indirect damage, irrespective of the grounds, such as loss of
income, commercial or financial loss or increased expenses, due to recourse by a third party
or a loss stemming from or consequential to this agreement, as well as any damage to
persons or property distinct from the scope of the license.
ARTICLE 6 - TERMINATION
The Software license shall be duly terminated at END-USER's liability if END-USER fails
to comply with the provisions of this license or if it carries out the following actions without
CLEARSY's prior written consent, i.e.:
END-USER resells the Equipment on which the Software is used or allows it to be
encumbered by guarantees;
END-USER transfers the Software outside the Utilization Site;
END-USER discloses or attempts to disclose the Software to a third party.
In such case, END-USER shall immediatly cease to Use the Software.
In the event END-USER ceases to Use the Software in Professional version, it shall return
all original items received for the purpose of this License, such as magnetic media and
documentation, as well as any copies of these items, including the backup copy. In such
case, END-USER shall not be entitled to any reimbursement or compensation of any kind.
ARTICLE 7 - EXPORT RESTRICTIONS
In respect of the origin and source of certain products, END-USER undertakes to comply
with all applicable export rules.
ARTICLE 8 - GOVERNING LAW AND DISPUTES
THIS AGREEMENT AND THE DEEDS WHICH RESULT FROM IT ARE GOVERNED
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF FRANCE.
IN THE EVENT OF A DISPUTE ENSUING FROM THE INTERPRETATION OR THE
PERFORMANCE OF THIS AGREEMENT, THE PARTIES UNDERTAKE TO
INITIALLY SEEK A FRIENDLY SOLUTION.
IF SUCH A SOLUTION CANNOT BE REACHED, THE DISPUTE WILL BE FOR THE
EXCLUSIVE COMPETENCE OF THE COURTS OF PARIS, NOTWITHSTANDING
PLURALITY OF DEFENDANTS OR INTRODUCTION OF A THIRD PARTY.

CLEARSY-ATB-LIC V5.0