End-user license agreement HOPEX Apps

End-user license agreement HOPEX Apps

IMPORTANT NOTICE! ANY ACCESS AND/OR USE OF HOPEX THROUGH TEAMS ARE SUBJECT TO ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT. THEREFORE, PLEASE SCROLL THROUGH AND READ ALL OF THESE TERMS AND CONDITIONS CAREFULLY. THIS IS A LEGALLY BINDING AGREMENT. YOU WILL INDICATE YOUR ACCEPTANCE OF THIS AGREEMENT INCLUDING ANY TERMS AND CONDITIONS IMPOSED BY REQUIRED THIRD PARTY SERVICE PROVIDERS, BY DOING ONE OR MORE OF THE FOLLOWING OR ALLOWING OR AUTHORIZING A THIRD PARTY TO DO ONE OR MORE OF THE FOLLOWING FOR YOU BEHALF:(1) ACCEPTANCE OF A PURCHASE ORDER ISSUED BY MEGA OR A RESELLER, OR (2) ACCESSING OR USING HOPEX, OR (3) ACCEPTING A RESELLER OR MEGA’S PROPOSAL. IF YOU DO NOT AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT INCLUDING ANY TERMS AND CONDITIONS IMPOSED BY REQUIRED THIRD PARTY SERVICE PROVIDERS, EACH IN THEIR ENTIRETY AND WITHOUT MODIFICATION OR ADDITION, THEN YOU SHOULD CONTACT MEGA OR THE RESELLER WITH WHOM IT PURCHASES SERVICES AND MUST NOT ACCESS OR USE THE SERVICES IN ANY WAY.

1. Definition

“affiliate” means any entity that controls, is controlled by, or is under common control of the subject entity, where “control” is the ownership or control (whether directly or indirectly) of at least 50% of the voting rights in the entity, or otherwise the power to direct the management and policies of the entity. An entity is an affiliate only so long as such control continues.

“metric” means definitions and limitations of the client’s right to use or permitted scope of use for services. Metric may consist of the number of users, users’ profiles, databases, or any other applicable use limitation and/or measurement specified in the agreement.

“third-party service” means a required service, software, or subscription functionality made available by a provider other than MEGA that MEGA makes available as part of the client’s subscription.

“service” means the access and use of hopex makes available with microsoft teams.

“users” means a natural person designated by the client and has the right to access and use the platform on behalf of the client through the use of user id and a password.

2. Right of access and use of the services

Subject to the full payment of the related fees on due time, the client is granted a non-exclusive license to access the service and use it in conformance with this agreement and its documentation.

The services are subject to the usage limits set forth in this agreement, the documentation and specifically in the order form, such as the applicable metric.

The client may authorize its affiliates and subcontractors to access and use the services solely for its own needs and those of its affiliates. The client shall be liable for any breach by such subcontractors and affiliates.

The client will not use the services as a service bureau, as an application service provider, to perform consulting or training services for any third-party or in any commercial time-share arrangement.

The client will not remove or destroy any proprietary markings or restrictive legends placed upon or contained in the service.

The client agrees not to transmit any content that contains computer viruses, or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any software, computer or telecommunications equipment.

3. Termination

If a party breaches materially or repeatedly its commitments through this agreement, the other party shall have the right to terminate this agreement only by sending a written notice. Failure by the client to pay an invoice in due time or non-respect of the license metric shall be considered as a material breach. 

The client shall have to cease any access or use of the services.

Any invoice or claim becomes automatically liquid and enforceable.

Under no circumstance any prepaid fee may be subject a refund.

4. Obligations

The client shall have to:

  • Ensure that the content of the data it transmits in or through the service is compliant with any applicable law;
  • Meet all technical requirements for the subscription, including, but not limited to, the requirement to have internet access;
  • Prevent unauthorized access to its subscription and promptly notify MEGA of any unauthorized access or use;
  • Use the subscription and service only in accordance with its documentation and this agreement;
  • Comply with all notices, policies, and instructions MEGA provides regarding content of the client;
  • Keep confidential all user id(s) and passwords MEGA provides to access and activate subscription.

5. Mutual obligations

Any breach of this clause shall be considered as a material breach justifying the termination of the agreement by the other party only upon written notice.

This agreement is subject to any restrictions concerning the export of items, technical information or services imposed on the parties, from time to time, by the european union, the usa, france, or other countries.

Each party agrees that not to export or import, directly or indirectly, any items, technology, technical information, or services in relation to this agreement to a location or a person, subjected to such restrictions, or in a manner that at the time of export requires an export license or other governmental approval, without first obtaining a written consent from the appropriate agency or other governmental entity in accordance with the applicable law. 

In relation to resale activities under this agreement, each party agrees that: 

  1. Anti-corruption and export control

    • It will comply with all applicable laws, ordinances, and regulations of any jurisdiction, including the u.s. foreign corrupt practices act, the uk bribery act, the french sapin ii law and all other applicable anti-corruption, anti-money laundering laws, and competition laws (collectively “the anti-corruption laws”). Neither party will take any action, nor fail to take any action, that would result in the other party violating any applicable anti-corruption laws;
    • Neither party will offer or give money or anything of value to any person, in order to obtain or retain business for the benefit of itself or the other party under this agreement, or to secure any other improper advantage for itself or the other party. Any provision of gifts, meals, entertainment expenses or travel expenses must be compliant with applicable anti-corruption laws;
    • It will not submit any false or inaccurate invoices to the other party or otherwise falsify any documents.

  2. Confidentiality

Each party agrees (a) not to use or disclose to any third party the confidential information disclosed to it by the other party (“disclosing party”) for any purpose other than as contemplated by this agreement, and (b) to protect the disclosing party’s confidential information with at least the same degree of care it uses to protect its own confidential information, but at a minimum to use commercially reasonable efforts.  The confidentiality obligations of this agreement shall not apply to information received by a party (the “receiving party”) that (a) was lawfully received by the receiving party from a third party free of any obligation to keep it confidential; (b) is or becomes publicly available, by other than unauthorized disclosure; (c) is independently developed without any reference to the confidential information, as evidenced by contemporaneous written records of receiving party; or (d) is required to be disclosed by law, regulation or court order; provided that, with respect to any of the foregoing exceptions, the receiving party will give the disclosing party prompt notice prior to such disclosure.  The parties expressly agree that the client shall not provide to MEGA hereunder any nonpublic personally identifiable information relating to individual persons.

6. Intellectual property

  1. Intellectual property.

MEGA and/or its licensors retain all ownership and intellectual property rights to anything provided, developed, or delivered under this agreement, such as software, program, documentation, service, etc.

MEGA grants to the client a non-exclusive and non-transferable license to access / use services / software.

The client may allow its agents and contractors to access and use the deliverables provided that:

  • They use them only for the internal business operations of the client;
  • The client remain responsible for their compliance with the terms and conditions set out in the agreement.

  1. Third-party services.

They may be subject to special license notices and terms and/or conditions.

The client acknowledges and agrees that if MEGA is no longer authorized to implement and/or market and/or maintain a third-party product, in particular because of termination or expiration of the agreement under which such rights are set forth, services may be provided with material loss of functionality.

The service may also contain open-source product. The list of such open-source product is available on MEGA’s website at the following urls http://community.mega.com/t5/legal/bg-p/legal or on request to MEGA.

7. Liability

MEGA executes its obligations set out in the agreement with all the care possible in use in its profession. In no event shall MEGA be liable for any indirect damages as commercial or financial losses, loss of clients, damage to the image, loss of revenue, business disruption. MEGA's aggregate liability is limited to the amount paid to MEGA during the twelve months preceding the date of the claim for compensation. Where services are provided for free, the aggregate liability of MEGA will be limited to 1.000 €. This amount is available per year.

Notwithstanding the foregoing, the liability cap set forth above shall not apply in the event of gross negligence or willful misconduct by MEGA or death or personal injury caused by an employee of MEGA.

8. Miscellaneous.

  1. Client reference. MEGA may (a) use the client’s name in MEGA’s client list and, (b) upon approval by the client, issue a press release generally describing the party’s relationship under this agreement. 
  2. Subcontractors. MEGA may engage subcontractors to perform all or any portion of the maintenance and support services or to assist in any other aspect of granting the client with the access and use of hopex, provided that MEGA remains responsible and liable for the performance of the subcontractor in conformance with the relevant terms and conditions hereof. 
  3. Force majeure. MEGA will have no liability to the client under this agreement if is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business by acts, events, omissions, or accidents beyond its reasonable control, including but not limited to acts of god, acts of terrorism, electrical power failure, loss of communications, fire, explosion, war, action of any governmental authority or the delay of third parties, riot, strike. Pandemics, including the covid-19 pandemic shall not be considered as cases of force majeure.
  4. Assignment. This agreement shall be binding on and inure to the benefit of the successors and assignees in title of the parties to this agreement. Neither party may assign or otherwise transfer (in whole or in part) any rights or obligations, arising under this agreement, without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed. Any party may assign or transfer all or any of its rights, obligations, and liabilities under this agreement to any of its affiliates or to any purchaser of all or part of the business or assets of the party or of any of its affiliates which is not a direct competitor of the other party. Any party may also disclose to any assignee or transferee (or proposed assignee or transferee) such information about this agreement (including copies of all of it or extracts from it) as is reasonably necessary in connection with any assignment or transfer or to consider such a proposed assignment or transfer, provided that it first enters into a confidentiality contract with such third parties. No such disclosure shall constitute a breach of the confidentiality provisions contained in this agreement.
  5. Governing law. This agreement and any order forms hereunder are governed by the laws of the state of france, as applied to contracts to be performed wholly within such jurisdiction. Any action arising out of or related to the interpretation or execution of this agreement will be under the exclusive jurisdiction of the commercial court of paris, regardless of the place of execution of the agreement, the residence of the client, even in the case of an appeal, multiple defendants, or proceedings