General Terms and Conditions of Sale

LICENSE AGREEMENT FOR THE USE OF AN EXTENSION TO THE TABLEAU® SOLUTION

Between
ACTINVISION GROUP, a simplified joint-stock company (SAS) with a capital of €1,400,000, registered with the Strasbourg Trade and Companies Register under number 831 311 667, whose registered office is at 5 quai de Paris, 67000 Strasbourg (France), acting through its current legal representative.
Hereinafter referred to as 'the Licensor'
and
Any individual or legal entity holding this license.
Hereinafter referred to as 'the Licensee'
Together referred to as 'the Parties'

Preamble

Actinvision specializes in data analysis systems and, more generally, in supporting companies with their data processing.
Its strength lies in its ability to help its clients leverage and enhance their data.
It has also developed specific expertise in Tableau® Software, a data analysis platform available in several formats and versions, including Tableau Desktop, Tableau Server, and Tableau Online.
Tableau® allows connection to any type of database and offers analysis and reporting tools accessible from any device and location (SaaS, Cloud, or On-Premises, for example).
Tableau® is developed by Tableau Software LLC, Seattle, WA 98103, USA.
The Tableau® solution stands out for its openness to third-party developers authorized to integrate modules called 'Extensions' that connect with each other, thus offering additional features to users.
The Licensee also uses the Tableau® solution.
In order to fully benefit from the possibilities offered by Tableau® and given the volume of data to be processed, the Licensee wished to implement the Tableau® extension developed by the Licensor.
This Tableau® extension uses an application programming interface (API) developed by the Developer.
The Parties have come into contact to agree on the contractual terms of their collaboration.

Contrat

Agreement

Article 1 – Definitions

In this Agreement, the following terms are defined as follows:
Agreement: refers to this license agreement and its various appendices, which form an indivisible whole.
Software: refers to the Tableau® Software solution. The Licensee must be a user of this solution. The Parties refer to the specific licenses and features of this software solution, which they declare to be fully familiar with.
API: standardized set of classes, methods, functions, and constants offering additional services not included in the base version of the software.
Extension: development that complements the basic features of the Tableau® solution and is created by the Licensor.
Source code: instructions and lines of code of the Software, access to which is essential for API programming.
SaaS: mode of using software not installed locally but on a remote server.
Cloud: mode of storing and accessing data located on a remote server.
On-Premises: direct installation of the software on the user's computer.
License: rights granted by the Licensor to the Licensee under the terms of this Agreement.
Licensor: developer of the Extension subject to this Agreement, namely Actinvision.
Licensee: user of the Extension authorized to use it in accordance with the terms of the License.
Parties: collectively refers to the Licensor and the Licensee.

Article 2 – Purpose and Scope

The purpose of this Agreement is to grant the Licensee a non-exclusive, non-assignable, and non-transferable right to use the Extension, the name, characteristics, and specifications of which are defined in Appendix 1, in accordance with the conditions set out in this Agreement and in return for payment of an annual fee.
The use of the Extension is strictly limited to the scope defined in Appendix 1.
The Licensee acknowledges being fully aware of the characteristics, specificities, and scope of the Extension developed by the Licensor.
The License consists of this document and its appendices, which form an indivisible whole.
Appendix 1 specifies the special conditions of the License and the identity of the Licensee as well as the financial conditions.

Article 3 – Interdependence with Tableau® Software solution

It is specified that this Agreement concerns the provision to the Licensee of an Extension integrating with the Tableau® Software solution.
The Licensor is a third party authorized by Tableau® Software to develop Extensions in compatible languages or protocols.
The Parties are informed that the Extension subject to this Agreement is specifically developed to interface with the Software, so that if Tableau® Software ceases development, maintenance, or updates of the Software, this Agreement will become void due to a failure of the underlying platform.
The same will apply if a Software update renders the Extension unusable.
Nevertheless, the Licensor undertakes to ensure that, during the term of the Agreement, its Extension will remain compatible with Tableau® Software under the conditions specified below.

Article 4 – Documentation and Knowledge Base

As the Extension was developed to interface with the Tableau® Software solution, the Parties acknowledge having access to all documentation related to this solution provided by the Software Developer.
Regarding the Extension subject to this Agreement, the Licensor will provide the Licensee with all useful documentation for its use: manuals, instructions, guides, materials, and any other document necessary for the transmission of required information.
All documentation is protected by copyright as an original work.

Article 5 – Effective Date – Duration – Termination

The Agreement takes effect upon the provision of the Extension by the Licensor in digital form.
From this date, the Agreement is concluded for a period of one year for the Licensee.
At the end of this period, the license is tacitly renewed for an equivalent period, unless terminated by the Licensee at least ONE month before the annual due date by registered letter with acknowledgment of receipt or by hand delivery against receipt.
In the event of termination by the Licensee, the Licensee must cease all use of the Extension on the effective date of termination and return all granted materials to the Licensor.
Beyond the duration of the License, it is specified that moral rights are protected without time limitation and do not cease upon the expiration of economic rights.

Article 6 – Installation and Compliance Verification

The Extension is installed by the Licensee using the provided documentation.
The Licensee may request assistance or a complete installation of the Extension from the Licensor, in which case a quote will be provided.
Once the Extension is made available, the Licensee has 30 days to report any anomaly. After this period, the Extension is deemed compliant.
Any anomaly must be reported in writing with supporting documentation.
Maintenance is provided under the following conditions to correct any bugs.

Article 7 – Training the Licensee in the Use of the Extension

The Licensor will provide the Licensee with all documentation necessary for the use of the Extension, in accordance with the scope defined in Appendix 1.
If necessary, the Licensor may offer personalized training or reinstallation, upon request and quotation.
The Licensor cannot be held liable for damages caused to the Licensee due to an error or action during the use or installation of the Extension.

Article 8 – Use of Hardware and Software

The Extension must be used on hardware and software environments whose technical requirements are specified in Appendix 1.
Any modification of the hardware or software environment by the Licensee is their sole responsibility.
If adaptations are necessary to make the Extension compatible with new hardware, they will be billed additionally, upon request and quotation.
If modifications render the Software unusable, the annual fee remains fully due.

Article 9 – Intellectual Property

The Parties acknowledge the intellectual property rights of Tableau Software LLC over its software solution and undertake not to infringe them.
The Licensor declares that it holds all intellectual property rights to the granted Extension.
These rights are independent of those of Tableau® and are protected by the French Intellectual Property Code.
The Licensee acknowledges that, except for expressly granted rights, all economic and moral rights remain the exclusive property of the Licensor.
Any action not covered by the rights of use may be considered an infringement.
The Extension and documentation remain the exclusive property of the Licensor.
The Extension cannot be sold without the Licensor's consent.
Any use is subject to compliance with the granted rights.
The Licensor remains the copyright owner of the structure of any database created under this Agreement.
The Licensee is authorized to access the content of the electronic database within the limits of the Agreement.
The Licensee undertakes not to share the Extension or its documentation with third parties and to ensure that this obligation is respected by its employees.
In the event of a breach, the Licensor may claim damages equivalent to 100% of the annual fee per infringement.

Article 10 – Rights and Obligations of the Licensee

The granted license gives the Licensee the right to use the Extension in accordance with its purpose and scope, solely for the needs of its business.
Any use outside the defined scope constitutes a breach.
The Licensor grants a personal, non-exclusive, and non-transferable license.
This right of use is subject to limitations on reproduction and distribution.
The Licensee is authorized to:
− Install the Extension on a standalone computer system or an internal network;
− Use the Extension within the defined scope;
− Make a backup copy of the Extension, any other copy being illegal.
The Licensee undertakes not to modify the Extension without the written consent of the Licensor.
In particular, the Licensee is prohibited from:
− renting or selling all or part of the Extension
− sharing or distributing copies to third parties
− modifying all or part of the Extension
− adapting the Extension
− transferring the Extension to other hardware without written consent
− assigning rights to third parties
− accessing the source code
− removing or modifying the identification elements of the Extension
The Licensee must allow the Licensor to verify the proper functioning of the Extension and compliance with the maximum number of users.
To this end, the Licensee authorizes remote access via TeamViewer, after three days' notice in the presence of an employee.
The Licensor may also carry out these checks on site, with seven days' notice, limited to two visits per year.

Article 11 – Termination for Breach by the Licensee

In the event of a breach by the Licensee of its obligations, the Licensor may unilaterally terminate the Agreement after 15 days' notice following a formal notice that has remained without effect, without prejudice to damages.
Breaches include in particular:
− non-compliance with the terms of the License
− non-payment of the annual fee
In the event of termination, the Licensee must cease all use, return or delete all copies of the Extension and documentation, and pay any amounts due.
No refund will be made.

Article 12 – License Fees

The annual fee is set at the rate indicated in Appendix 1.
In the event of changes in the Licensee's needs, an amendment will specify the new conditions and rate.
If a maximum number of users is specified, the rate includes the license for that number.
Any increase in the number of users or scope will result in an additional charge calculated on a pro rata basis.
The fee is invoiced in full on the effective date and payable according to the terms of the invoice.
Any late payment will result in late payment interest and, after formal notice, the suspension of the Licensor's obligations.
After a period of 15 days following formal notice, the Licensor may terminate the Agreement and apply a penalty of 10% of the unpaid amount.
The Licensee expressly accepts these penalties.

Article 13 – Maintenance and Updates

The Licensor undertakes to provide an Extension free from known viruses and to maintain its compatibility with Tableau® Software during the term of the Agreement.
However, it does not guarantee immediate compatibility with all future versions of Tableau®.
As the Software may evolve, the Licensor will endeavor to adapt the Extension accordingly.
Any unavailability of the Extension for less than 90 days due to a change in the Software cannot be attributed to the Licensor.
If a major change renders the Extension unusable, the Agreement will become void without compensation.
Maintenance includes bug fixes, adaptations, updates, and anything that allows the Licensee to continue using the Extension.
Any modification of the source code by the Licensee or a third party will result in the nullity of the Agreement and the loss of any warranty.
This clause is expressly accepted by the Licensee.

Article 14 – Liability

The Licensor is bound by an obligation of means.
It disclaims all liability for loss of data, claims, or damages resulting from the use of the Extension.
Nevertheless, it will endeavor to assist the Licensee to enable continued use of the Extension.
It guarantees the conformity of the Extension to the documentation and declares that it has the right to grant the License.
The Licensee acknowledges that the Extension meets its needs and that it is responsible for its operation and for ensuring its staff are able to use it.

Article 15 – Confidentiality

Each Party undertakes to maintain the confidentiality of any information designated as such by the other Party and to which it may have access under the Agreement.
This includes, in particular, any financial, commercial, or technical information exchanged or resulting from the Agreement.
The Licensee acknowledges that the Extension and documentation contain confidential information belonging to the Licensor and undertakes not to disclose them to third parties.

Article 16 – Applicable Law and Jurisdiction

The Agreement is governed by French law.
The Parties undertake to cooperate in good faith in the performance of the Agreement.
Any dispute relating to the signing, validity, interpretation, performance, or termination of the Agreement shall fall within the jurisdiction of the French courts.
This Agreement is drawn up in two bilingual French and English copies, each of which is authentic.