TERMS AND CONDITIONS OF SALE
These terms and conditions of sale and services apply unrestrictedly and unreservedly to all products and services proposed by the AFTER MOUSE Company.
Unless otherwise stipulated in writing, by placing an order with the AFTER MOUSE Company the client is deemed to fully and irrevocably accept these terms and conditions of sale and services. They prevail over any other document and terms and conditions of purchase of the client.
The client acknowledges having read these terms and conditions of sale when placing the order and declares having accepted them unreservedly.
II. - TERMS AND CONDITIONS OF SERVICE
III.1. CLIENT OBLIGATIONS
Prior to any order, the client shall read these terms and conditions of sale. Prior to ordering the client shall ensure that the services proposed by AFTER MOUSE and these terms and conditions correspond with his/her expectations.
The client commits to complying with AFTER MOUSE's intellectual property rights and shall expressly refrain from:
- fraudulently breaking into its servers;
- attempting to access the source codes of AFTER MOUSE's IT developments by any means whatsoever;
- adding IT developments to the programs designed by AFTER MOUSE, even in the case of a specific personalized order.
III.2. DELIVERY AND RECEIPT OF THE PROGRAMS AND SOFTWARE DEVELOPED
The IT developments implemented by AFTER-MOUSE are delivered to the client in the form of executable files
III.3. PROPERTY OF THE TEXTUAL AND ICONOGRAPHIC CONTENT
The editorial and graphic elements (texts, images, graphics, sounds, videos, logos, trademarks, banners,)may be used freely in accordance with the same limitations and restrictions and the client shall not claim any exclusive rights over these elements.
III.4. LICENCE GRANTED TO USE THE SOFTWARE AND PROGRAMS DEVELOPED BY AFTER MOUSE AND INTELLECTUAL PROPERTY RIGHTS
i) Unless otherwise stipulated, AFTER MOUSE grants a licence to the client for the non- exclusive use of the programs and softwares of which it is the author, for the duration of intellectual property protection. This license is strictly personal and shall under no circumstances be communicated by the client to a third party for any reason whatsoever, unless previously agreed upon in writing by AFTER MOUSE. The client undertakes, for the entire duration of the licence, not to reproduce in any format whatsoever, disseminate, modify, create a spin-off, assign, sublicense, transfer, lend with or without remuneration, sub-lease, market in any way whatsoever, all or part of AFTER MOUSE's software. All applications available on the APPS website require one license per hardware support. Each additional hardware support requires the purchase of an extra license.
ii) When the software or program or associated database requires hosting on a server, AFTER MOUSE offers hosting solutions implementing specific programs exclusively owned by AFTER MOUSE. In this case, the client acquires no right whatsoever over this software which is simply made available to him/her by AFTER MOUSE. Should the client wish to terminate the hosting contract, all unprocessed data will be returned to the client in the form of an unformatted list, on CD-ROM or any equivalent support and subject to full payment of the sums accrued or due by the client. AFTER MOUSE is free to modify the software it owns, change its versions, modify functionalities, specifications and any other characteristics without informing the client and without the client claiming any damage whatsoever.
iii) This contract does not imply the transfer or assignment of intellectual and/or industrial property rights over the software and IT developments belonging to AFTER MOUSE. All existing software or software developed by AFTER MOUSE and used for the client's benefit, notably for data management or the hosting of the database, is and shall remain the exclusive property of AFTER MOUSE, as are all its technologies, methods, expertise, know-how, applications and documentation.
III.5. PROTECTION OF SOURCE CODES
The source codes of the program or software remain the exclusive property of AFTER MOUSE. They shall under no circumstances be communicated or assigned to the Client.
Consequently, the Client shall expressly refrain from manipulating, transforming, reproducing in any format whatsoever, extracting, dismantling, decompiling, decoding, reverse engineering, altering software elements, attempting, by any means whatsoever, to access the source codes of the software, integrating new IT developments in any language and form whatsoever. Failure to do so may result in criminal prosecution. In all cases, the Client shall refrain from bypassing, removing or manipulating the technical protection devices implemented by AFTER MOUSE. He/she shall refrain from breaking into or attempting to break into AFTER MOUSE's servers.
III.6. BUG CORRECTION AND ADDITIONAL SERVICES
As the corrective or upgrade maintenance of the software or program requires access to the source codes which are confidential by nature, the client expressly acknowledges having been informed that the corrective or upgrade maintenance of the site can only be entrusted to AFTER MOUSE. The client shall not be entitled to claim any damages in this respect.
Blocking bugs must be reported to AFTER MOUSE by e-mail to firstname.lastname@example.org. They shall be corrected within 5 working days without the client being entitled to claim compensation in this respect.
III.7. ORDER OF EQUIPMENT
In addition to its activity as programs and software developer, AFTER MOUSE can sell equipment, mostly in the IT domain.
In this case, AFTER MOUSE will communicate simultaneously with these terms and conditions those of its supplier which shall govern the relationship between AFTER MOUSE and the client with regard to delivery times as well as the terms of the statutory and contractual warranty which are likely to vary depending on the type of product and manufacturer.
In addition to its activity as a developer of IT software and programs, AFTER MOUSE provides software hosting services and database management solutions.
When applicable, the price of the application includes an extranet for a 3 year period. Cost per year after the 3rd year is $500 excl.tax.
AFTER MOUSE has a platform of dedicated servers in its Datacenter, guaranteeing 24/7 hosting services throughout the year. Applicable rates are indicated on the estimate.
In the current state of the technology, the client acknowledges that AFTER MOUSE shall only be bound by a due diligence obligation. In particular, AFTER MOUSE shall not be held liable in cases of force majeure, events outside its control, difficulties in accessing the network, slow or interrupted connections, massive influx of users slowing down the connection, temporary interruption of telecommunication systems, loss of connection due to the public and private operators upon which AFTER MOUSE depends, or inappropriate use by the client of its dedicated server.
During hosting implementation, the client will be given an identifier and a password enabling him/her to access the hosted database in order to enter and update data. The client is solely responsible for the passwords required to use his/her dedicated server and shall alone bear the consequences of the loan or loss of these passwords. AFTER MOUSE
When purchasing an application from Apps, the client commits to associating the AFTER MOUSE name and/or logo with any internal or external communication message in connection with the software or program developed by AFTER MOUSE. The client is also informed and agrees that the AFTER-MOUSE.COM logo is displayed in the application and shall not be removed.
The client authorizes the AFTER MOUSE Company to feature its details on the software or program and authorizes it to mention its name and the name of the project, software or program as an example of AFTER MOUSE's achievements on its own website and commercial documents, as well as in the context of any promotional operation.
IV. - PRICE - TERMS OF PAYMENT
The applicable prices are those mentioned on the website and invoices. They are firm and binding at the date of the order. AFTER MOUSE reserves the right to modify the price of its services at any time without prior notice.
IV.2 TERMS OF PAYMENT
Payments are made by credit card, 100% down payment.
V. - SUSPENSION - TERMINATION
V.1. SUSPENSION OF THE SERVICES AS A PENALTY
Should the client fail to perform one of his/her obligations under these terms and conditions, more specifically in the case of a late payment and failure to respond to AFTER MOUSE's requests within the deadline, AFTER MOUSE reserves the right, following formal notification to the client by e-mail remained unanswered within 8 working days of the sending of this notification, to suspend the services ordered and all services provided; this suspension shall not entitle the client to any compensation whatsoever.
Under no circumstances does the suspension of the services provided mean that the client is exempt from the payment of sums due within the determined deadlines, even if the software or program has not been delivered.
VI. - FORCE MAJEURE
The parties hereby agree that force majeure cases include but are not limited to damages emanating from or caused by: natural disasters, fire, flood, electrical breakdown, strike, discontinued electricity supply, failure in the telecommunications system, civil or foreign war, riots, attack, regulatory restrictions, loss of connection due to public and private operators upon which AFTER MOUSE depends.
VII. - GUARANTEES
Given the nature of the contract and services provided, the client shall not benefit from the latent defect guarantee stipulated in article 1641 of the French civil code. AFTER MOUSE reserves the possibility of modifying these terms and conditions if necessary and of making any decision considered relevant for the application and interpretation of these terms and conditions, subject to individual notification to the clients. Ongoing contracts shall therefore be subject to the modified terms and conditions.
Under no circumstances shall AFTER MOUSE be liable as a result of these modifications.
VIII. - ASSIGNMENT AND SUBCONTRACTING
AFTER MOUSE is entitled to assign the contract or any of its rights and/or obligations under this contract to a third party, for any reason and in any form whatsoever, notably as part of an assignment or merger/takeover.
AFTER MOUSE is entitled to entrust a third party with the performance of all or part of its contractual obligations.
IX. - GENERAL
Should any provision of these terms and conditions become invalid, this shall not affect the validity of the other provisions of these terms and conditions, which shall remain in full force and effect.
X. - PRESCRIPTION AND LIMITATION OF LIABILITY
Beyond the exceptions stipulated in these terms and conditions in terms of actions and proceedings, it is expressly agreed that, pursuant to article 2254 of the French Civil Code, the time limitation of any proceedings in matters of contractual liability arising from the contractual relationship between AFTER MOUSE and the client shall be within eighteen months of the delivery date of the program or software. This provision covers all actions arising from the contractual relationship between the parties with the exception of proceedings for payment which remain governed by ordinary law time limitations.
In all cases where AFTER MOUSE may be liable as a result of a damage caused by a program or software malfunction or, more generally, by the inappropriate performance of AFTER MOUSE's obligations, total compensation granted to the client shall not, by express agreement, exceed an amount equal to the price invoiced to the client for the service or the development at the origin of the dispute.
XI. - APPLICABLE LAW - ASSIGNMENT OF JURISDICTION
These terms and conditions of sale are governed by the state of New-York law.
Any dispute likely to arise between the client and AFTER MOUSE, regardless of their nature, from the interpretation and/or performance of these terms and conditions and the contract(s) signed between the parties, shall fall under, in the absence of an amicable settlement, the exclusive jurisdiction of the courts of the state of New-York, the exclusive territorial competence of which is expressly accepted by the parties, regardless of where the service is used or the location of the client's head office.