License

InterDiode Commercial Software License Agreement
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Version 1.0

1. Definitions
2. License Grant
3. Authorized Use
4. Restrictions
5. Subscription and License Management
6. Support Services
7. Intellectual Property Rights
8. Software Distribution and Security Artifacts
9. Open Source Components and Third-Party Software
10. Confidentiality
11. Data Protection and Privacy
12. Limited Warranty and Disclaimer
13. Limitation of Liability
14. Export Control and Sanctions
15. Term and Termination
16. Governing Law and Dispute Resolution
17. Miscellaneous

Appendix A — License Metrics and Subscription Entitlements
Appendix B — Security Artifacts
Appendix C — Third-Party Components and Notices

# 1. Definitions

For the purposes of this Agreement, the following capitalized terms shall have the meanings set forth below.

**Agreement** means this InterDiode Commercial Software License Agreement, including any appendices, schedules, or documents expressly incorporated by reference.

**Authorized User** means an individual authorized by the Customer to access or use the Software under the purchased Subscription. An Authorized User must be an employee, contractor, or other person acting on behalf of the Customer.

**Customer** means the legal entity or individual identified in the applicable Order Form or purchasing the License.

**Documentation** means the user guides, installation instructions, release notes, technical documentation, and other materials published by InterDiode for use with the Software.

**Effective Date** means the date on which the License becomes effective, as specified in the applicable Order Form.

**Fees** means all amounts payable by the Customer to InterDiode under the applicable Order Form, including Subscription fees and any fees for professional services, training, support, or other services provided by InterDiode.

**License** means the limited right granted under this Agreement to use the Software.

**Licensed Feature** means a Software capability that is included in the Subscription purchased by the Customer.

**License Key** means any activation key (digitally signed license) file used by InterDiode to verify Subscription validity, Licensed User Limits, Licensed Features, or other licensing conditions.

**Licensed User Limit** means the maximum number of Authorized Users permitted under the purchased Subscription.

**Version** means a release of the Software identified by a version number in the format YYYY.MM.DD, corresponding to the date on which the release was published by InterDiode.

**Open Source Component** means any software component distributed under an open source license and included with or used by the Software.

**Order Form** means any quotation, purchase order, subscription confirmation, invoice, or other commercial document identifying the License purchased by the Customer.

**Organization** means the legal entity holding the License and its employees or contractors acting within the scope of their authorized duties.

**Security Artifact** means any software supply chain security document or cryptographic material published by InterDiode, including but not limited to SBOMs, VEX documents, software signatures, provenance attestations, checksums, and public verification keys.

**Software** means the proprietary InterDiode software product, including its executable code, OCI images, container images, configuration templates, scripts, Documentation, and any Updates provided under this Agreement. The Software expressly excludes its source code unless separately licensed in writing.

**Software Version** means a published release of the Software identified by a version number in the format YYYY.MM.DD.

**Subscription** means the commercial subscription purchased by the Customer. An active Subscription grants the Customer the right to use the Software, subject to the Licensed User Limit, Licensed Features, and the other terms of this Agreement.

**Subscription Term** means the period during which the Subscription remains active.

**Support Services** means the technical support and maintenance services provided by InterDiode under an active Subscription.

**Working Day** means any day other than a Saturday, Sunday, or public holiday in France.

# 2. License Grant

## 2.1 Grant of License

Subject to the terms of this Agreement and the payment of all applicable fees, InterDiode grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, and revocable License to install, access, and use the Software during the Subscription Term solely for the Customer's internal business operations.

The License is granted to the Customer as a legal entity and may be exercised only by its Authorized Users.

No ownership rights in the Software are transferred under this Agreement.

## 2.2 Scope of Use

The Customer may:

* download Software Versions made available by InterDiode during the Subscription Term;
* install and operate the Software on systems owned or controlled by the Customer;
* permit access to the Software only by Authorized Users, subject to the limits of the purchased Subscription;
* make reasonable backup copies of the Software solely for disaster recovery and business continuity purposes;
* use the Documentation solely in connection with the authorized use of the Software.

Any use not expressly authorized by this Agreement is prohibited.

## 2.3 Subscription Rights

The License remains valid only during the Subscription Term.

During an active Subscription Term, the Customer is entitled to download, install, and use any Software Version released by InterDiode during that Subscription Term.

Upon expiration or termination of the Subscription, all rights granted under this Agreement automatically cease unless otherwise required by applicable law or expressly agreed in writing.

The Customer shall immediately cease all use of the Software upon expiration or termination of the Subscription.

## 2.4 Reservation of Rights

The Software is licensed, not sold.

Except for the limited rights expressly granted under this Agreement, InterDiode reserves all rights, title, and interests in and to the Software, the Documentation, the License Keys, and all associated intellectual property rights.

No implied licenses are granted.

## 2.5 No Source Code License

This Agreement grants no right to access, receive, modify, or distribute (excepting for internal use) the source code of the Software.

Any access to the source code requires a separate written agreement executed by InterDiode.

## 2.6 Evaluation Licenses

If the Software is provided for evaluation, trial, demonstration, or proof-of-concept purposes, the License is limited to the evaluation period specified by InterDiode or the applicable Order Form.

Evaluation Licenses may be subject to functional, operational, or time limitations and shall not be used for production purposes unless expressly authorized in writing.

## 2.7 Third-Party Components

The License granted under this Agreement applies exclusively to the proprietary components of the Software developed by InterDiode.

Third-party software distributed with the Software remains subject to its respective license terms.

# 3. Authorized Use

## 3.1 Internal Business Use

The Customer may use the Software solely for its own internal business operations and in accordance with this Agreement.

The Software shall not be used to provide services to third parties unless expressly authorized by the purchased Subscription or by a separate written agreement with InterDiode.

## 3.2 Authorized Users

Access to the Software is limited to Authorized Users.

The Customer shall ensure that the number of Authorized Users does not exceed the Licensed User Limit applicable to the purchased Subscription.

The Customer is responsible for all activities performed by its Authorized Users and shall ensure their compliance with this Agreement.

## 3.3 Installation

The Customer may install and operate the Software on systems owned, leased, or otherwise controlled by the Customer.

The Customer is solely responsible for selecting, securing, maintaining, and operating the infrastructure on which the Software is deployed.

## 3.4 Deployment Environments

The Software may be deployed in physical, virtual, containerized, cloud-hosted, or air-gapped environments, provided that such deployment complies with this Agreement and the purchased Subscription.

## 3.5 Backup Copies

The Customer may make a reasonable number of backup copies of the Software solely for disaster recovery, business continuity, and restoration purposes.

Backup copies remain subject to this Agreement.

## 3.6 Documentation

The Customer may reproduce and use the Documentation solely for its internal use in connection with the authorized use of the Software.

Documentation shall not be published or distributed outside the Customer's Organization without the prior written consent of InterDiode.

## 3.7 Affiliates

The License granted under this Agreement applies only to the Customer identified in the applicable Order Form.

Affiliates, parent companies, subsidiaries, or other related entities may use the Software only if expressly covered by the purchased Subscription or by a separate written agreement with InterDiode.

## 3.8 Service Providers

The Customer may permit its contractors, consultants, managed service providers, or other service providers to access the Software solely for the benefit of the Customer and only within the Licensed User Limit.

The Customer remains fully responsible for their compliance with this Agreement.

## 3.9 Evaluation and Testing

The Customer may install the Software in development, testing, staging, and production environments, provided that the total use remains within the Licensed User Limit and the Licensed Features included in the purchased Subscription.

## 3.10 Reservation

No rights are granted except those expressly provided by this Agreement.

# 4. Restrictions

## 4.1 General Restrictions

Except as expressly permitted by this Agreement or by applicable law, the Customer shall not:

a. copy, reproduce, or distribute the Software, in whole or in part;

b. sell, sublicense, lease, rent, assign, transfer, or otherwise make the Software available to any third party;

c. use the Software for the benefit of any third party except as expressly permitted by this Agreement;

d. modify, adapt, translate, or create derivative works of the Software;

e. remove, alter, conceal, or obscure any copyright, trademark, proprietary notice, or other legal notice contained in the Software or the Documentation.

## 4.2 Reverse Engineering

Except to the extent that such restriction is prohibited by applicable law, the Customer shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, protocols, or internal design of the Software.

## 4.3 Circumvention

The Customer shall not disable, circumvent, interfere with, or attempt to bypass any technical measure implemented by InterDiode to enforce the terms of the purchased Subscription, including mechanisms relating to license validation, Licensed User Limits, Licensed Features, or Software integrity.

## 4.4 Unauthorized Access

The Customer shall not permit access to the Software by any person other than Authorized Users.

The Customer shall not knowingly exceed the Licensed User Limit applicable to the purchased Subscription.

## 4.5 Redistribution

The Customer shall not publish, redistribute, resell, or otherwise make available the Software, including any container image or installation package, except with the prior written authorization of InterDiode.

## 4.6 Security Artifacts

The Customer shall not modify, forge, falsify, or misrepresent any Security Artifact distributed by InterDiode.

The Customer shall not falsely represent that a modified version of the Software originates from, has been approved by, or has been signed by InterDiode.

## 4.7 Compliance

The Customer shall use the Software in compliance with all applicable laws and regulations.

The Customer shall not use the Software for any unlawful purpose or in a manner that infringes the rights of any third party.

## 4.8 Reservation of Rights

Any use of the Software not expressly authorized by this Agreement is prohibited.

# 5. Subscription and License Management

## 5.1 Subscription

The Software is licensed on a subscription basis.

The Subscription grants the Customer the rights expressly provided under this Agreement for the duration of the Subscription Term.

## 5.2 License Verification

The Software may implement technical measures to verify the validity of the Subscription and enforce the licensing conditions applicable to the purchased Subscription.

Such measures may include, without limitation:

* verification of Subscription validity;
* verification of Licensed User Limits;
* verification of Licensed Features;
* use of License Keys or digitally signed license files.

## 5.3 Customer Responsibilities

The Customer shall:

* maintain a valid Subscription throughout its use of the Software;
* protect any License Key or license file against unauthorized disclosure or misuse;
* promptly notify InterDiode if the Customer becomes aware of unauthorized use of its License.

## 5.4 Expiration

Upon expiration of the Subscription Term:

* all rights granted under this Agreement automatically terminate;
* the Customer shall immediately cease using the Software;
* the Customer shall not install or use any Software Version unless a new Subscription has become effective.

Expiration of the Subscription does not transfer ownership of the Software or any intellectual property rights to the Customer.

## 5.5 Renewal

A Subscription may be renewed under the commercial terms in effect at the time of renewal.

Unless otherwise agreed in writing, each renewed Subscription constitutes a new Subscription Term.

## 5.6 Changes to Subscription

The Customer may request an upgrade or downgrade of its Subscription.

Any modification shall become effective only after acceptance by InterDiode and, where applicable, payment of the corresponding fees.

Changes may include, without limitation:

* increasing or decreasing the Licensed User Limit;
* changing the Licensed Features;
* changing the applicable Support Services.

## 5.7 Evaluation Licenses

Evaluation, trial, demonstration, or proof-of-concept Subscriptions are limited to the period specified by InterDiode or the applicable Order Form.

InterDiode may limit or disable certain Licensed Features during an evaluation Subscription.

Evaluation Subscriptions shall not be used for production purposes unless expressly authorized in writing.

# 7. Intellectual Property Rights

## 7.1 Ownership of the Software

The Software is and shall remain the exclusive property of InterDiode and its licensors.

InterDiode retains all right, title, and interest in and to the Software, the Documentation, the License Keys, the Security Artifacts, and all related intellectual property rights, including but not limited to copyrights, trademarks, trade secrets, know-how, and proprietary technology.

The Customer acknowledges that it receives only the limited rights expressly granted under this Agreement and that no ownership rights are transferred.

## 7.2 License, Not Sale

The Software is licensed, not sold.

The purchase of a Subscription, access to the Software, or payment of any fees does not constitute a sale, assignment, or transfer of any intellectual property rights in the Software.

## 7.3 Customer Data and Customer Materials

The Customer retains all rights, title, and interest in and to:

* data processed by the Software;
* files transferred using the Software;
* Customer configurations;
* Customer-specific content and materials.

InterDiode does not acquire ownership rights in Customer Data or Customer Materials as a result of providing the Software or Support Services.

## 7.4 Feedback

The Customer may provide suggestions, comments, ideas, improvement requests, or other feedback relating to the Software ("Feedback").

To the extent permitted by applicable law, the Customer grants InterDiode a worldwide, perpetual, irrevocable, royalty-free right to use, reproduce, modify, incorporate, and otherwise exploit such Feedback for the purpose of improving or developing InterDiode products and services.

Such Feedback shall not include Customer Confidential Information unless expressly authorized by the Customer.

## 7.5 Trademarks

The Customer shall not use the InterDiode name, logos, trademarks, or other brand identifiers except as expressly authorized by InterDiode.

Nothing in this Agreement grants the Customer any right to use InterDiode trademarks.

## 7.6 Protection of Proprietary Components

The Customer shall not remove, alter, or obscure any proprietary notices, copyright notices, trademarks, or other indications of ownership contained in the Software or Documentation.

The Customer shall maintain such notices in all authorized copies of the Software.

## 7.7 Third-Party Components

The Software may include Open Source Components or other third-party software.

Such components remain subject to their respective license terms, which may grant rights or impose obligations that differ from this Agreement.

This Agreement applies solely to the proprietary components of the Software developed or controlled by InterDiode.

# 8. Software Distribution and Security Artifacts

## 8.1 Distribution

The Software is distributed exclusively through distribution channels designated by InterDiode.

The Customer shall obtain the Software only from such authorized distribution channels.

InterDiode does not guarantee the authenticity, integrity, or security of Software obtained from any other source.

## 8.2 Software Packages

The Software may be distributed in one or more packaging formats, including container images, virtual appliances, archives, or other installation packages.

Regardless of the distribution format, all Software Packages remain subject to this Agreement.

## 8.3 Security Artifacts

InterDiode may provide Security Artifacts for one or more Software Versions.

Security Artifacts may include, without limitation:

* software signatures;
* cryptographic checksums;
* Software Bills of Materials (SBOMs);
* vulnerability disclosures;
* provenance attestations;
* verification keys;
* or other information intended to verify the authenticity, integrity, provenance, or composition of the Software.

Security Artifacts are provided solely for verification, transparency, compliance, and security purposes.

## 8.4 Verification

The Customer is encouraged to verify the authenticity and integrity of Software Packages before installation or deployment using the Security Artifacts made available by InterDiode.

Failure to perform such verification shall not create any additional obligation or liability for InterDiode.

## 8.5 Modification

If the Customer modifies the Software, any Security Artifact provided by InterDiode shall no longer be considered applicable to the modified Software.

The Customer shall not represent or imply that a modified Software Package has been approved, certified, or authenticated by InterDiode.

## 8.6 Redistribution

Except as expressly permitted by this Agreement, the Customer shall not redistribute Software Packages or Security Artifacts.

## 8.7 Availability

InterDiode may modify, replace, update, or discontinue the publication format of any Software Package or Security Artifact at any time, provided that such changes do not materially reduce the Customer's ability to obtain or verify the Software during an active Subscription.

## 8.8 Third-Party Distribution Platforms

InterDiode may use third-party distribution platforms or registries to deliver Software Packages.

The use of such platforms does not modify the rights or obligations established by this Agreement.

## 8.9 No Certification

Unless expressly stated otherwise in writing by InterDiode, the publication of Security Artifacts does not constitute a certification, warranty, or guarantee that the Software is free from defects, vulnerabilities, or security risks.

Security Artifacts are intended to assist the Customer in assessing and verifying the Software but do not replace the Customer's own security procedures.

# 9. Open Source Components and Third-Party Software

## 9.1 Open Source Components

The Software may include or depend upon Open Source Components distributed under one or more open source licenses.

Such Open Source Components are licensed to the Customer under their respective license terms and not under this Agreement.

Nothing in this Agreement modifies, restricts, or supersedes any rights or obligations granted by the applicable open source licenses.

## 9.2 Third-Party Software

The Software may also include or interoperate with third-party software, libraries, services, or technologies.

Unless expressly stated otherwise, such third-party software remains subject to its own license terms and conditions.

InterDiode does not grant any rights in third-party software beyond those granted by the applicable third-party licenses.

## 9.3 License Notices

InterDiode shall make available the copyright notices and license information required by the applicable open source licenses.

Such information may be provided with the Software, within the Documentation, or through another reasonable means designated by InterDiode.

## 9.4 Customer Obligations

The Customer agrees to comply with the license terms applicable to any Open Source Components distributed with the Software.

Nothing in this Agreement shall be interpreted as limiting the Customer's rights under an applicable open source license with respect to an Open Source Component.

## 9.5 No Effect on Proprietary Components

The inclusion of Open Source Components within the Software does not alter the proprietary nature of the Software as a whole.

Except for the Open Source Components themselves, all proprietary components of the Software remain exclusively subject to this Agreement.

## 9.6 Updates to Third-Party Components

InterDiode may replace, update, or remove Open Source Components or other third-party software at its discretion, provided that such changes do not materially reduce the functionality of the Software purchased by the Customer.

## 9.7 Disclaimer

InterDiode makes no representation or warranty regarding third-party software except as expressly provided by the applicable third-party license or required by applicable law.

# 10. Confidentiality

## 10.1 Confidential Information

For the purposes of this Agreement, **Confidential Information** means any non-public information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party"), whether in written, electronic, oral, visual, or any other form, that is identified as confidential or that should reasonably be understood to be confidential given its nature or the circumstances of its disclosure.

Confidential Information includes, without limitation:

* the Software;
* the Documentation;
* License Keys;
* Security Artifacts not intended for public distribution;
* technical, commercial, financial, and business information;
* product roadmaps;
* security information;
* pricing information;
* customer information;
* and any other proprietary information disclosed under this Agreement.

## 10.2 Exclusions

Confidential Information does not include information that the Receiving Party can demonstrate:

a. was publicly available without breach of this Agreement;

b. was lawfully known to the Receiving Party before disclosure;

c. was lawfully obtained from a third party without restriction on disclosure;

d. was independently developed without reference to the Disclosing Party's Confidential Information.

## 10.3 Obligations

The Receiving Party shall:

* use Confidential Information solely for the purposes of performing or exercising its rights under this Agreement;
* protect Confidential Information with at least the same degree of care it uses to protect its own confidential information of a similar nature, and in no event less than reasonable care;
* disclose Confidential Information only to employees, contractors, advisors, or Affiliates who have a legitimate need to know such information and who are bound by confidentiality obligations no less protective than those contained in this Agreement.

The Receiving Party remains responsible for any breach of this Section by persons to whom it discloses Confidential Information.

## 10.4 Required Disclosure

The Receiving Party may disclose Confidential Information where required by applicable law, regulation, or a valid court or governmental order.

Where legally permitted, the Receiving Party shall promptly notify the Disclosing Party before making such disclosure in order to allow the Disclosing Party to seek appropriate protective measures.

The Receiving Party shall disclose only the Confidential Information strictly required to comply with the applicable legal obligation.

## 10.5 Return or Destruction

Upon written request of the Disclosing Party, or upon termination of this Agreement, the Receiving Party shall promptly return or securely destroy the Confidential Information in its possession, except where retention is required by applicable law or for legitimate archival or backup purposes.

Any retained Confidential Information shall remain subject to this Section for as long as it is retained.

## 10.6 Residual Knowledge

Nothing in this Agreement prevents either Party from using information retained in the unaided memory of its personnel, provided that such use does not result in the disclosure of Confidential Information or the infringement of any intellectual property rights.

## 10.7 Duration

The obligations set forth in this Section commence upon disclosure of the Confidential Information and survive the termination or expiration of this Agreement for a period of **five (5) years**, except that:

* trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law;
* License Keys and other security credentials shall remain confidential for so long as they remain valid.

## 10.8 Injunctive Relief

Each Party acknowledges that unauthorized disclosure or use of Confidential Information may cause irreparable harm for which monetary damages alone may be insufficient.

Accordingly, the Disclosing Party may seek injunctive or other equitable relief, in addition to any other remedies available under applicable law.

# 11. Data Protection and Privacy

## 11.1 Customer Responsibility

The Customer is solely responsible for the data processed, stored, transmitted, or otherwise handled through the Software.

The Customer shall ensure that its use of the Software complies with all applicable laws and regulations relating to privacy, data protection, cybersecurity, and information security.

## 11.2 No Processing of Customer Data

Unless expressly agreed in writing as part of Support Services or other professional services, InterDiode does not access, process, host, store, or control Customer Data.

The Customer remains solely responsible for determining the purposes and means of processing Customer Data.

## 11.3 Personal Data

Where the Customer processes personal data using the Software, the Customer remains solely responsible for complying with applicable data protection laws, including obtaining any necessary authorizations, notices, or consents.

Nothing in this Agreement shall be interpreted as appointing InterDiode as a processor or sub-processor of Customer Data.

## 11.4 Support Services

Where Support Services require access to Customer systems or Customer Data, the Parties shall cooperate to minimize such access.

The Customer may remove, anonymize, or pseudonymize data before providing it to InterDiode.

Unless otherwise agreed in writing, InterDiode shall access only the information reasonably necessary to provide the requested Support Services.

## 11.5 Privacy Notice

The processing of personal data by InterDiode in connection with licensing, support, account management, or its website is governed by InterDiode's Privacy Notice, as amended from time to time.

# 12. Limited Warranty and Disclaimer

## 12.1 Limited Warranty

During an active Subscription Term, InterDiode warrants that the Software will substantially conform to the applicable Documentation when used in accordance with this Agreement.

## 12.2 Warranty Remedy

If the Software does not materially conform to the Documentation, the Customer shall notify InterDiode and provide sufficient information to allow InterDiode to investigate the reported non-conformity.

InterDiode shall use commercially reasonable efforts to:

* correct the non-conformity;
* provide a workaround; or
* provide a replacement Software Version that substantially conforms to the Documentation.

If InterDiode is unable to provide a reasonable remedy within a reasonable period, the Customer may terminate the affected Subscription and receive a refund of any prepaid Fees corresponding to the unused portion of the terminated Subscription Term.

The remedies set forth in this Section constitute the Customer's exclusive remedies for breach of the express warranty set forth in Section 12.1, subject to applicable law.

## 12.3 Warranty Exclusions

The warranty set forth in Section 12.1 does not apply to the extent that a non-conformity results from:

* use of the Software contrary to the Documentation or this Agreement;
* modification of the Software by anyone other than InterDiode;
* use of an unsupported Software Version or operating environment;
* third-party software, hardware, infrastructure, or services;
* misuse, negligence, accident, or abnormal operating conditions;
* failure to install a Software Version or security update made available by InterDiode where such installation would reasonably have prevented the reported issue.

## 12.4 Disclaimer

Except for the express warranty set forth in Section 12.1, the Software and Documentation are provided "AS IS" and "AS AVAILABLE" to the maximum extent permitted by applicable law.

InterDiode disclaims all other warranties, representations, and conditions, whether express, implied, statutory, or otherwise, including any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or uninterrupted or error-free operation, to the extent such exclusions are permitted by applicable law.

## 12.5 No Guarantee of Error-Free Operation

InterDiode does not warrant that:

* the Software will operate without interruption;
* the Software will be free from defects, vulnerabilities, or errors;
* every defect or vulnerability will be identified or corrected;
* the Software will satisfy all of the Customer's requirements or expectations.

## 12.6 Customer Responsibility

The Customer is responsible for:

* determining whether the Software is suitable for its intended use;
* deploying and configuring the Software appropriately;
* maintaining appropriate backups and disaster recovery procedures;
* securing the infrastructure on which the Software operates;
* maintaining appropriate access controls and credentials;
* ensuring that its use of the Software complies with applicable laws and regulations.

## 12.7 Security

InterDiode applies commercially reasonable practices to the development and maintenance of the Software.

However, no software can be guaranteed to be completely secure or free from vulnerabilities.

Security Artifacts provided by InterDiode are intended to assist the Customer in assessing the security, integrity, provenance, and composition of the Software. They do not constitute a guarantee that the Software is free from vulnerabilities, malicious code, or security defects.

## 12.8 Third-Party Components and Services

InterDiode does not warrant third-party software, hardware, infrastructure, cloud services, networks, or other components that are not under the control of InterDiode.

The Software may interact with or depend upon third-party components or services, and their availability and operation may be outside InterDiode's control.

## 12.9 Mandatory Rights

Nothing in this Section excludes or limits any warranty, guarantee, right, or remedy that cannot lawfully be excluded or limited under applicable law.

# 13. Limitation of Liability

## 13.1 Exclusion of Certain Damages

To the maximum extent permitted by applicable law, neither Party shall be liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages arising out of or relating to this Agreement, including, without limitation:

* loss of profits;
* loss of revenue;
* loss of business opportunities;
* loss of goodwill;
* loss of anticipated savings;
* business interruption;
* loss or corruption of data;
* costs of procuring substitute products or services.

This exclusion applies regardless of the legal theory upon which the claim is based and even if the Party has been advised of the possibility of such damages.

## 13.2 Aggregate Liability

To the maximum extent permitted by applicable law, the aggregate liability of InterDiode arising out of or relating to this Agreement shall not exceed the total Fees actually paid by the Customer under this Agreement during the twelve (12) months immediately preceding the event giving rise to the claim.

## 13.3 Exceptions

The limitations set forth in this Section shall not apply to:

* liability that cannot be limited or excluded under applicable law;
* fraud or fraudulent misrepresentation;
* wilful misconduct or gross negligence, where applicable law prohibits limitation of liability;
* infringement of the intellectual property rights of the other Party;
* breaches of the confidentiality obligations set forth in Section 10.

## 13.4 Customer Responsibility

The Customer acknowledges that the Software is one component of its information system.

The Customer remains solely responsible for:

* validating the suitability of the Software for its intended use;
* implementing appropriate operational procedures;
* maintaining appropriate backups;
* ensuring the security of its infrastructure;
* verifying the results produced by the Software where appropriate.

## 13.5 Allocation of Risk

The Parties acknowledge that the Fees reflect the allocation of risks established by this Agreement.

The limitations of liability contained in this Section constitute an essential basis of the bargain between the Parties and shall apply even if any limited remedy fails of its essential purpose.

# 14. Export Control and Sanctions

## 14.1 Compliance with Applicable Laws

Each Party shall comply with all applicable export control, import, trade sanctions, and economic sanctions laws and regulations in connection with its performance under this Agreement.

## 14.2 Customer Responsibility

The Customer is responsible for determining whether its acquisition, deployment, transfer, export, re-export, or use of the Software is subject to any applicable export control or sanctions requirements.

The Customer shall obtain all licenses, authorizations, approvals, or other permissions required for its use, transfer, export, or re-export of the Software.

## 14.3 Restricted Parties and Destinations

The Customer shall not use, transfer, export, or re-export the Software in violation of applicable sanctions or export control laws.

The Customer shall not knowingly make the Software available to any person or entity subject to applicable sanctions or restrictions where such provision is prohibited by law.

## 14.4 Prohibited Uses

The Customer shall not use the Software for any purpose prohibited by applicable export control or sanctions laws.

Nothing in this Agreement requires either Party to perform an obligation where doing so would violate applicable law.

## 14.5 Changes in Applicable Requirements

The Parties acknowledge that export control and sanctions requirements may change during the Subscription Term.

Each Party shall remain responsible for complying with the laws and regulations applicable to its own activities at the relevant time.

## 14.6 Suspension

InterDiode may suspend access to the Software or terminate the affected Subscription to the extent reasonably necessary to comply with applicable export control or sanctions laws.

Where legally permitted, InterDiode shall provide reasonable notice to the Customer before taking such action.

## 14.7 No Circumvention

The Customer shall not use intermediaries, technical measures, corporate structures, or other arrangements for the purpose of circumventing applicable export control or sanctions requirements.

# 15. Term and Termination

## 15.1 Term

This Agreement shall commence on the Effective Date and shall remain in effect for as long as the Customer has an active Subscription, unless terminated earlier in accordance with this Agreement.

Each Subscription shall remain valid for the Subscription Term specified in the applicable Order Form.

## 15.2 Renewal

A Subscription may be renewed for additional Subscription Terms in accordance with the applicable Order Form or renewal terms.

Unless otherwise agreed in writing, renewal shall be subject to the terms and Fees applicable at the time of renewal.

## 15.3 Termination for Material Breach

Either Party may terminate this Agreement or the affected Subscription if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach.

Where the breach is incapable of cure, the non-breaching Party may terminate the Agreement or affected Subscription immediately upon written notice.

## 15.4 Termination for Non-Payment

InterDiode may suspend the Customer's access to the Software and Support Services if undisputed Fees remain unpaid after their due date.

If the Customer fails to pay such Fees within thirty (30) days after receiving written notice of non-payment, InterDiode may terminate the affected Subscription.

## 15.5 Insolvency

Either Party may terminate this Agreement to the extent permitted by applicable law if the other Party becomes insolvent, enters liquidation, ceases substantially all of its business activities, or becomes subject to insolvency proceedings.

## 15.6 Expiration

Upon expiration of the Subscription Term without renewal, the License automatically expires.

The Customer shall cease all use of the Software and shall not access, execute, deploy, or otherwise use the Software after the end of the Subscription Term.

## 15.7 Effect of Termination

Upon termination or expiration of the Agreement or an applicable Subscription:

* all rights granted to the Customer under the affected Subscription shall immediately cease;
* the Customer shall cease using the Software;
* the Customer shall cease accessing any Support Services associated with the terminated Subscription;
* the Customer shall delete or destroy all copies of the Software in its possession or control, except where retention is required by applicable law.

Termination or expiration does not affect rights or obligations that accrued before the effective date of termination.

## 15.8 Customer Data

Termination or expiration of the Subscription does not transfer ownership of Customer Data to InterDiode.

The Customer remains responsible for retrieving and preserving its Customer Data before the end of the Subscription Term.

Unless otherwise agreed in writing, InterDiode has no obligation to retain Customer Data after termination or expiration of the Subscription.

## 15.9 Survival

The provisions that by their nature are intended to survive termination or expiration shall remain in effect, including provisions relating to intellectual property, confidentiality, limitations of liability, applicable law, and dispute resolution.

# 16. Governing Law and Dispute Resolution

## 16.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of France, without regard to its conflict of law principles.

The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

## 16.2 Amicable Resolution

The Parties shall use reasonable efforts to resolve any dispute, controversy, or claim arising out of or relating to this Agreement through good-faith negotiations before commencing formal legal proceedings.

A Party seeking to initiate such discussions shall provide written notice describing the nature of the dispute and the relief sought.

## 16.3 Jurisdiction

Any dispute arising out of or relating to this Agreement that cannot be resolved amicably shall be submitted to the exclusive jurisdiction of the competent courts of **Paris, France**, subject to any mandatory jurisdictional rules applicable to the Parties.

## 16.4 Injunctive Relief

Nothing in this Section prevents either Party from seeking urgent or interim measures from any court of competent jurisdiction where necessary to prevent unauthorized use or disclosure of Confidential Information, infringement of intellectual property rights, or other irreparable harm.

# 17. Miscellaneous

## 17.1 Entire Agreement

This Agreement, together with the applicable Order Form and any documents expressly incorporated by reference, constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior or contemporaneous agreements, proposals, representations, and communications relating to that subject matter.

## 17.2 Order of Precedence

In the event of a conflict between documents forming part of the contractual relationship, the following order of precedence shall apply, unless expressly agreed otherwise:

1. a separately executed agreement signed by both Parties;
2. the applicable Order Form;
3. this Agreement;
4. documents incorporated by reference, including policies and documentation.

## 17.3 Amendments

InterDiode may update this Agreement for future Subscription Terms.

No amendment shall materially reduce the Customer's rights during an already-paid Subscription Term unless required by applicable law.

Any amendment to an existing Subscription that materially changes the Customer's contractual rights shall require the Customer's acceptance where required by applicable law.

## 17.4 Assignment

The Customer may not assign or transfer this Agreement, in whole or in part, without the prior written consent of InterDiode, except where such assignment is made as part of a merger, reorganization, or transfer of substantially all of the Customer's assets and the assignee agrees to be bound by this Agreement.

InterDiode may assign this Agreement to an Affiliate or in connection with a merger, reorganization, corporate restructuring, or sale of all or substantially all of its business or assets relating to the Software.

## 17.5 Independent Parties

The Parties are independent contractors.

Nothing in this Agreement creates a partnership, joint venture, agency, employment relationship, fiduciary relationship, or franchise between the Parties.

Neither Party has authority to bind the other Party or incur obligations on its behalf.

## 17.6 Force Majeure

Neither Party shall be liable for failure or delay in performing an obligation under this Agreement to the extent caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, government action, widespread telecommunications or Internet failures, labor disputes, epidemics, pandemics, or failures of critical infrastructure.

The affected Party shall use reasonable efforts to mitigate the effects of the force majeure event and resume performance as soon as reasonably practicable.

## 17.7 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permitted by law and the remaining provisions shall remain in full force and effect.

## 17.8 Waiver

A failure or delay by either Party to exercise any right or remedy under this Agreement shall not constitute a waiver of that right or remedy.

A waiver shall be effective only if made in writing and shall apply only to the specific circumstance for which it was given.

## 17.9 Notices

Any notice required under this Agreement shall be provided in writing to the contact details specified in the applicable Order Form or, where applicable, through the official contact information published by InterDiode.

Notices relating to termination, material breach, or legal claims shall be sent through a method that provides reasonable evidence of delivery.

## 17.10 Language

This Agreement may be made available in multiple languages.

In the event of any conflict between language versions, the English version shall prevail, unless otherwise required by applicable law.

## 17.11 Electronic Acceptance

The Customer may accept this Agreement electronically, including through an online purchasing process, electronic signature, or other mechanism that records the Customer's acceptance.

Electronic acceptance shall have the same contractual effect as a handwritten signature to the extent permitted by applicable law.

## 17.12 No Third-Party Beneficiaries

Except where expressly stated otherwise in this Agreement, this Agreement does not create any rights or remedies for any person or entity that is not a Party to it.

Third party licenses
====================

Python
------
- autobahn (MIT): https://autobahn.readthedocs.io/
- celery (BSD-3-Clause): https://docs.celeryq.dev/
- cryptography (Apache-2.0 OR BSD-3-Clause): https://github.com/pyca/cryptography
- daphne (BSD License): https://github.com/django/daphne
- defusedxml (Python Software Foundation License): https://github.com/tiran/defusedxml
- df-config (CEA CNRS Inria Logiciel Libre License, version 2.1 (CeCILL-2.1)): https://pypi.org/project/df-config/
- df-websockets (CEA CNRS Inria Logiciel Libre License, version 2.1 (CeCILL-2.1)): https://pypi.org/project/df-websockets/
- django (BSD-3-Clause): https://www.djangoproject.com/
- django-bootstrap5 (BSD-3-Clause): https://github.com/zostera/django-bootstrap5
- django-celery-beat (BSD License): https://github.com/celery/django-celery-beat
- django-csp (BSD License): http://github.com/mozilla/django-csp
- django-minio-storage (MIT OR Apache-2.0): https://github.com/py-pa/django-minio-storage
- django-pipeline (MIT License): https://github.com/jazzband/django-pipeline/
- django-probes (BSD-3-Clause): https://github.com/painless-software/django-probes
- django-prometheus (Apache Software License): http://github.com/korfuri/django-prometheus
- django-pygmentify (BSD License): https://github.com/richardcornish/django-pygmentify
- django-timezone-field (BSD License): https://pypi.org/project/django-timezone-field/
- feedparser (BSD License): https://github.com/kurtmckee/feedparser
- filelock (MIT): https://github.com/tox-dev/py-filelock
- hairgap (CECILL-B): https://pypi.org/project/hairgap/
- hairgap-binaries (GNU General Public License v3 (GPLv3)): https://pypi.org/project/hairgap-binaries/
- html5lib (MIT License): https://github.com/html5lib/html5lib-python
- jsmin (MIT License): https://github.com/tikitu/jsmin/
- lxml (BSD-3-Clause): https://lxml.de/
- markdown (BSD-3-Clause): https://Python-Markdown.github.io/
- packaging (Apache-2.0 OR BSD-2-Clause): https://pypi.org/project/packaging/
- pillow (MIT-CMU): https://python-pillow.github.io
- playwright (Apache-2.0): https://github.com/Microsoft/playwright-python
- prometheus-client (Apache-2.0 AND BSD-2-Clause): https://github.com/prometheus/client_python
- psycopg (LGPL-3.0-only): https://psycopg.org/
- psycopg-pool (LGPL-3.0-only): https://psycopg.org/
- pygments (BSD-2-Clause): https://pygments.org
- pymysql (MIT): https://pypi.org/project/pymysql/
- pyopenssl (Apache Software License): https://pyopenssl.org/
- python-gnupg (BSD License): https://github.com/vsajip/python-gnupg
- python-logging-loki (MIT License): https://github.com/greyzmeem/python-logging-loki
- python-zim (MIT License): https://github.com/imaybeabitshy/pyzim
- pyyaml (MIT License): https://pyyaml.org/
- redis (MIT): https://github.com/redis/redis-py
- requests (Apache Software License): https://pypi.org/project/requests/
- requests-file (Apache Software License): https://codeberg.org/dashea/requests-file
- rubymarshal (WTFPL): https://pypi.org/project/rubymarshal/
- sentry-sdk (MIT): https://github.com/getsentry/sentry-python
- tqdm (MPL-2.0 AND MIT): https://tqdm.github.io
- tweepy (MIT License): https://tweepy.org
- urllib3 (MIT): https://pypi.org/project/urllib3/
- websockets (BSD-3-Clause): https://github.com/python-websockets/websockets
- whitenoise (MIT): https://pypi.org/project/whitenoise/
- wsproto (MIT): https://github.com/python-hyper/wsproto/
- yt-dlp (Unlicense): https://pypi.org/project/yt-dlp/
- yt-dlp-ejs (Unlicense AND MIT AND ISC): https://pypi.org/project/yt-dlp-ejs/
- zstandard (BSD-3-Clause): https://github.com/indygreg/python-zstandard

Javascript
----------
- @fortawesome/fontawesome-free (CC-BY-4.0 AND OFL-1.1 AND MIT): https://fontawesome.com
- @popperjs/core (MIT): https://www.npmjs.com/package/@popperjs/core
- bootstrap (MIT): https://getbootstrap.com/
- bootstrap-notify (MIT): https://github.com/mouse0270/bootstrap-growl
- html5shiv (MIT/GPL2): https://github.com/aFarkas/html5shiv
- npm (Artistic-2.0): https://docs.npmjs.com/
- plyr (MIT): https://plyr.io
- sass (MIT): https://github.com/sass/dart-sass
- trix (MIT): https://trix-editor.org/
- ts-node (MIT): https://typestrong.org/ts-node
- webpack (MIT): https://github.com/webpack/webpack