Terms of Service

2.1 Paid License

Subject to compliance with the terms of this Agreement and payment of applicable fees as detailed in the Order Record, the Licensor grants the Licensee a non-exclusive, non-transferable, and non-sublicensable license to:

• Access the designated Repository
• Download the Software
• Deploy one Authorized Deployment of the Software within the Licensee’s controlled infrastructure for internal business operations.
• At their discretion, update the Software with changes obtained from the Repository.

The date of issue of the license, the duration of the license, the identity of the Licensee, and the fees paid are specified in the Order Record. Whether or not a Merchant of Record is involved in the creation of the Order Record, all matters concerning software performance, intellectual property, and deployment limitations remain strictly between the Licensor and the Licensee.

2.2 Evaluation and Development License

If there is no Order Record, the Software is used under an Evaluation and Development License.

The Licensor grants the Licensee a non-exclusive, non-transferable, and non-sublicensable license to use the Software solely for the purposes of evaluation and development for a period of thirty (30) days from the date of initial installation.

In addition to the restrictions below, the Licensee may not use the Software for production or commercial purposes.

4.1 Access

The Licensor may change the location of the Repository as desired, provided that any such changes are (a) communicated by email to the Licensee and (b) reasonably accessible to the Licensee (including the provision of any credentials required to access the Repository).

4.2 Updates

The Licensor may, at any time, publish updates of the Software to the Repository. The Licensor makes no guarantees about the suitability of any update for the Licensee or their Authorized Deployment.

The Licensee chooses whether to download and deploy any updates. The Licensee is wholly responsible for the process of evaluating and deploying updates to their Authorized Deployment, and bears the cost of any adaptation of those updates for their use.

4.3 End of Life

The Licensor reserves the right to declare the Repository as End-of-Life (EOL). Upon providing ninety (90) days written (including email) notice to the Licensee, the Licensor may permanently shut down, archive, or revoke access to the designated Repository without penalty or breach of this Agreement.

In the event of an EOL declaration, the following conditions apply:

• Minimum Availability: The Licensor will not exercise this EOL right for a period of five (5) years following the date of issue of this license.
• Perpetual Use: The Licensee retains the right to preserve and use their current version of the Software perpetually.
• Scope Maintenance: The Licensee’s usage remains strictly bound to the original scope of one Authorized Deployment. This EOL event does not grant the Licensee the right to increase the number of Authorized Deployments.
• Term Continuity: This right has no effect on any other clause of this Agreement, including but not limited to the restrictions on distribution, data sovereignty, and intellectual property.

5.1 Data Sovereignty and Independence

The Licensee retains absolute ownership and control over all data created within the Authorized Deployment of HeroBM.

• Database Ownership: All data inputted into, processed by, or generated within the Licensee’s PostgreSQL database remains the exclusive property of the Licensee.
• No Telemetry Without Consent: The Software does not transmit proprietary business data back to the Licensor without specific consent.
• Vendor Lock-In Mitigation: Upon termination of this Agreement, the Licensee's data remains entirely within their control and infrastructure, independently accessible and exportable.

As the system is run by the Licensee, the Licensee is solely responsible for business continuity with respect to the Software (including but not limited to access, information security and backups).

5.2 Audit rights

The Licensee grants the Licensor the right to validate that the user of the Software and the Authorized Deployment are in accordance with this license.

The Licensor may, at their discretion:

Request in writing, once per calendar year, a signed certificate of compliance from a duly authorized officer or legal representative of the Licensee (e.g., Chief Executive Officer, Chief Technology Officer, or equivalent) that confirms that the Software is being used strictly in accordance with the terms of this Agreement, including the restriction to a single Authorized Deployment. The Licensee must deliver this certification within thirty (30) days of the Licensor's request.

7.1. Provision "As Is"

The Software, including access to the Repository, is provided to the Licensee "AS IS" (en l’état) and "AS AVAILABLE" (selon disponibilité). To the maximum extent permitted by applicable law, the Licensor disclaims all warranties, whether express, implied, statutory, or otherwise, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

7.2. Exclusion of Indirect Damages

In no event will the Licensor be liable to the Licensee or any third party for any indirect, incidental, special, or consequential damages (dommages indirects). This explicit exclusion includes, but is not limited to, loss of profits, loss of revenue, business interruption, loss of data, loss of goodwill, or loss of opportunity (perte de chance), regardless of the legal theory asserted, and even if the Licensor has been advised of the possibility of such damages.

7.3. Cap on Direct Damages

For any direct damages (dommages directs) that are proven by the Licensee and directly attributable to the Licensor’s breach of this Agreement, the Licensor’s total, cumulative liability will be strictly limited to the total amount of fees actually paid by the Licensee to the Licensor for the Software license.

7.4. Statutory Exceptions

Nothing in this Agreement excludes or limits the Licensor’s liability for acts of willful misconduct (dol) or gross negligence (faute lourde), or for any other liability that cannot be legally excluded or limited under applicable French public order regulations (ordre public).