1 PREAMBLE

LECTRA ("LECTRA"), through Lectra.com and LectraOnline (the "Site") provides users with access to a collection of on-line services, including various communications tools and business-to-business transaction services (the "Service" or "Services"). 

LECTRA and/or its affiliates abroad provides these Services, subject to the following General Terms of Services ("GTS") and to the Specific Conditions of Services applicable to the Service ("SCS"), which may all be updated by LECTRA from time to time. The sole responsibility of the LECTRA legal entity which provides a Service hereunder will be affected in relation therewith. In no event, the fact that access to the Services is made through a Web Site shared within the LECTRA Group, gives rise to liability of any other LECTRA Group's company.

The use of any particular Services through LectraOnline, is also subject to the Specific Conditions of Service


2 SUBSCRIPTION TO THE SERVICES

In order to use the Service, the User must benefit from an access to the Internet through necessary equipment to make such connection including a computer and modem or other access device and pay any fees associated with such access.

In consideration of use of the Service, the User agrees to: (a) provide true, accurate, current and complete information as prompted by the registration form of the Services and maintain and promptly update such information to keep it true, accurate, current and complete. If the User provides any information that is untrue, inaccurate, not current or incomplete, or LECTRA has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, LECTRA has the right to suspend or terminate the relevant account and refuse any and all current or future use of the Services or any portion thereof.

LECTRA may disclose to third parties certain information contained in registration information mentioned above, provided that, such information will not include personal data, except written authorization by the User or when such disclosure is to comply with the law, or to enforce the GTS or SCS.

When using LectraOnline, the User may wish to register for third party services. Those services are third parties services available through the LectraOnline but are provided at the User's sole risk by a third party, which is typically not affiliated with LECTRA. When the User signs up for one of these services, he acknowledges and agrees that it may be necessary for LECTRA to communicate some of his above registration information to this service provider. Also, if the service the User chooses requires the User e-mail address to fulfill this service, LECTRA will also give the User's e-mail address to the service provider. LECTRA may thus pass the User's e-mail address to a service provider only in the event that the User's specifically asked for this service and the service cannot be provided without such e-mail address. Moreover, pursuant to article 11, LECTRA may not be liable for these services in any event.


3 MEMBER ACCOUNT, PASSWORD, & SECURITY

The User will receive a password and account designation upon completing the registration process of the Services. The User is responsible for maintaining the confidentiality of the password and account, and is fully responsible for all activities that occur under his password or account. 

The User agrees to immediately notify LECTRA of any unauthorized use of his password or account or any other breach of security. The User must ensure to exit from its account at the end of each session. LECTRA cannot and will not be liable for any loss or damage arising from his failure to comply with security guidelines, including but not limited to the above terms.


4 SPECIFIC PROHIBITED USES

The User acknowledges that all information, data, text, software, sound, photographs, graphics, video, messages or other materials used on the Site or in the Services ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. 

LECTRA shall not be liable in any way for any Content except when such Content originated from LECTRA, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, e-mailed or otherwise transmitted via the Services.

The User agrees to not use the Service to do any of the following:
· upload, post, email or otherwise transmit any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; 
· harm minors in any way; 
· impersonate any person or entity or otherwise misrepresent his affiliation with a person or entity; 
· forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services; 
· upload, post, email or otherwise transmit any Content that the User does not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); 
· upload through a Service, post, email or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; 
· upload through a Service, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," or any other form of solicitation; 
· upload through a Service, post, e-mail or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; 
· interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; 
· intentionally or unintentionally violate any applicable local, state, national or international law, any rules of any national or other securities exchange, including, without limitation, the Paris Stock Exchange and Second Marché and any regulations having the force of law; 

The User agrees to comply with all local, national and international rules regarding online conduct and acceptable Content, including with all applicable laws regarding the transmission of technical data .


5 PROPRIETARY RIGHTS OF THE USER

LECTRA does not own the Content submitted by the User, unless indicated otherwise before the submission. 

The User grants LECTRA such rights on the Content submitted to LECTRA that are required or deemed necessary by LECTRA for the provision of the Services and the use of the Site in accordance with its designated use. Hence, the Content is hereby licensed to LECTRA the rights to display and distribute such Content including for purpose of the promotion and marketing of the Services. Are also granted, the right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such Content in whole or part worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed. This license granted for the term of the copyright and is royalty-free, non-exclusive, transferable and worldwide. The User warrants that it has all the rights, including intellectual property rights, related to the Content, in order to use the Services and to comply with the GTS and SCS. 

LECTRA does not pre-screen Content, but that LECTRA and its designees shall have the right, at its sole discretion, at any time, to refuse, edit, move or remove any Content that is publicly available via a Service. Without limiting the foregoing, LECTRA and its designees shall have the right to remove any Content that violates the GTS or SCS. The User is liable for any consequences arising out of the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. 

The User agrees to indemnify and hold LECTRA, and its affiliates harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of his Content, his use of the Services, his connection to the Services, his violation of the GTS or SCS, or his violation of any rights of another.

If, with respect to a Content provided through a Service, the User believes that its work has been reproduced in a way that constitutes a copyright infringement, the User shall contact immediately LECTRA.


6 PROPRIETARY RIGHTS OF LECTRA

Each Service contains proprietary information of LECTRA or of its licensor or clients and/or confidential information that is protected by applicable intellectual property and other laws. Furthermore, Content contained in advertisements presented through the LectraOnline Site is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by LECTRA or advertisers, the User agrees not to modify, rent, transmit, lease, loan, sell, distribute or create derivative works based on the Service or the Content, in whole or in part, except for the User's own Content.

The User shall not reproduce, resell or exploit for any commercial purposes or for free any portion of a Service, the use of the Service or the access to the Services. In particular, the User is prohibited to create any link with the Services.

LECTRA, LECTRA, the LECTRA logo and the products and services described in LectraOnline are either trademarks, trade names or service marks of LECTRA and its affiliates and licensors, or are the property of their respective owners. These marks may not be copied, imitated or used, in whole or in part, without the express prior written permission of LECTRA or their owners.


7 GENERAL PRACTICES REGARDING USE AND STORAGE 

LECTRA may establish general practices and limits concerning use of the Services, including without limitation the maximum number of days that e-mail messages, message board postings or other uploaded Content will be retained by the Service, the maximum number of email messages that may be sent from or received by an account on the Service, the maximum size of any e-mail message that may be sent from or received by an account on the Service, the maximum disk space that will be allotted on LECTRA's servers on the User's behalf, and the maximum number of times (and the maximum duration for which) the User may access the Site in a given period of time. 

LECTRA has no responsibility or liability for any possible consequences due to the deletion or failure to store any messages and other communications or other Content maintained or transmitted by the Service. Each User undertakes to make, on a regular basis, a backup copy of its data and Content and to store the backup medium within appropriate conditions, pursuant to the professional standards.

LECTRA reserves the right to log off accounts that are inactive for an extended period of time. LECTRA reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.


8 MODIFICATIONS TO SERVICES 

LECTRA reserves the right at any time to modify, with a fifteen (15) days prior notice in the event of substantial modification, a Service (or any part thereof). LECTRA will perform any outstanding Services. LECTRA shall not be liable for any substantial modification of one or several Services. In the event of substantial modification of a Service, the User may terminate such Service within a fifteen (15) days from the date of the notice. LECTRA shall not be liable in the event of such modification of one or several Services.


9 SUSPENSION AND DISCONTINUANCE

LECTRA reserves the right to suspend or discontinue immediately a Service (or any part thereof) in the event of material event such as, without limitation, if the User infringes applicable laws and regulations or if the User disturbs the quality of a Service.


10 TERMINATION

In the event of a breach of the GTS and/or SCS by the User, not remedied within thirty (30) days from the date of LECTRA's registered notice to such effect specifying the breach, LECTRA will be entitled to terminate automatically the use of any part or of all Services or account, remove and discard any Content within the Service and/or password, without prejudice to any damages that LECTRA might claim.


11 LINKS

The Site may provide links to third parties World Wide Web sites. As LECTRA has no control over such third party web sites, LECTRA is not responsible for the availability of such sites, and does not endorse and is liable for any Content, advertising, products, or other materials on or available from such sites or for any transactions contemplated through such web sites or LECTRA is not responsible for any damage or loss caused or alleged to be caused by or in connection therewith use of or reliance on any such Content, goods or services available on or through any such site.

Any correspondence or business dealings with advertisers or third parties found on or through the Site, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between the User and such advertiser/third parties. The User agrees that LECTRA shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers/third parties on the Site.

LECTRA is not responsible for the security practices or the content of other Web sites. LECTRA recommends to refer to the policies of the respective sites.


12 DISCLAIMER OF WARRANTIES

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

LECTRA MAKES NO WARRANTY THAT:
- THE SERVICE WILL MEET SOME USER'S SPECIFIC NEEDS, 
- THE SERVICE WILL BE UNINTERRUPTED, OR ERROR-FREE, 
- THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY THE USER THROUGH THE SERVICE WILL MEET HIS EXPECTATIONS, 


13 LIMITATION OF LIABILITY

EXCEPT AS PROVIDED OTHERWISE IN THE SCS, LECTRA IS LIABLE TOWARD THE USER ONLY OF A PROVEN DEFECTIVE PERFORMANCE OF ITS OBLIGATIONS UNDER THE GTS.

UNDER NO CIRCUMSTANCES, LECTRA SHALL BE RESPONSIBLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES SUCH AS BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND FOR THIRD PARTY CLAIMS AGAINST THE USER.

IN THE EVENT DIRECT DAMAGES ARISE IN CONNECTION WITH THE PERFORMANCE OF THE SERVICES, LECTRA SHALL NOT BE LIABLE TO A USER FOR AN AMOUNT GREATER THAN THAT HAVING THEN BEEN PAID BY THE SAID USER TO LECTRA FOR THE SERVICE THAT CAUSED THE DAMAGE, EXCEPT IN THE EVENT OF WILFUL MISCONDUCT OF LECTRA.

LECTRA SHALL IN NO EVENT BE HELD RESPONSIBLE FOR LOSS OR DAMAGE TO THE ELEMENTS WHICH ARE ENTRUSTED TO IT BY THE USER, SUCH AS FILES, DATA, PROGRAMS, DOCUMENTATION, THE USER BEING RESPONSIBLE TO TAKE ALL NECESSARY PRECAUTIONS AND IN PARTICULAR BACKUP MEASURES AGAINST THE RISKS OF LOSS OR ACCIDENT.


14 NOTICE

Notices made by LECTRA may be made via either e-mail or regular mail or via the Site. LECTRA may also provide notices of changes to the GTS or SGS or other matters by displaying notices or links to notices to the User generally on the Service. 


15 GENERAL INFORMATION

The GTS and SCS constitute the entire agreement between the User and LECTRA and govern the use of the Service by the User, except any expressed written agreement executed between LECTRA and the User. The User may also be subject to additional terms and conditions that may apply when the User uses affiliate services, third-party content or third-party software. 

WHEN THE GTS AND/OR SCS ARE DETERMINED AS AN INTERNATIONAL CONTRACT, THEY ARE GOVERNED BY FRENCH LAW AND BOTH PARTIES AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE TRIBUNAL OF COMMERCE OF PARIS, FRANCE. IN THE EVENT THESE CONDITIONS ARE NOT DETERMINED AS AN INTERNATIONAL CONTRACT, THEY ARE GOVERNED BY THE LOCAL LAW AND SUBMITTED TO THE EXCLUSIVE JURISDICTION OF THE COURT WHERE THE APPLICABLE LECTRA LEGAL ENTITY IS DULY REGISTERED OR TO THE EXCLUSIVE JURISDICTION OF THE TRIBUNAL OF COMMERCE OF PARIS, FRANCE, IF THE LECTRA ENTITY CONCERNED IS LECTRA, S.A. OR TO THE LAWS OF THE STATE OF NEW YORK AND TO THE JURISDICTION OF THE COMPETENT COURT OF NEW YORK IF THE LECTRA ENTITY CONCERNED IS THE US REGISTERED COMPANY LECTRA USA INC.

The failure of one of the parties to exercise or enforce any right or provision of the GTS or SCS shall not constitute a waiver of such right or provision. If any provision of the GTS or SCS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the GTS or SCS remain in full force and effect. The User agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the GTS or SCS must be filed within two (2) years after such claim or cause of action arose or be forever barred. The parties acknowledge that "LECTRA" designates the entity which invoices the concerned Service. The identification of this entity will be mentioned on the bills sent to the User for the aforesaid Service. The parties agree that the elements provided by LECTRA as evidence will be considered as acceptable means of evidence unless determined otherwise by a contradictory evidence.


16 COLLECTION OF DATA BY LECTRA 


The provision and use of personal data contained in the Site and/or Services is necessary to process the request of the Users. Such information is intended to be used by LECTRA for the sole needs of processing the User's request and potentially for marketing purposes. Such information may also be assigned to third parties business partners of LECTRA. The User may refuse such assignment in writing to LECTRA at the following address, 16-18 rue Chalgrin, 75016 Paris, France. The User has the right to access, modify, rectify and delete the personal information related to it by contacting LECTRA at the above address.

LECTRA puts in place the appropriate means to ensure the security and privacy of the data incorporating personal data collected on the Site in compliance with applicable laws. Nevertheless, LECTRA does not control the operation of the internet and warns the Users on the existence of potential risks in terms of confidentiality of information transiting through internet.


What information does LECTRA collects and why?

IP Addresses
The User authorizes LECTRA to use its IP address to help diagnose problems with our server, to administer our Web site, or to gather general demographic information.

Cookies
LECTRA may use cookies to improve its knowledge on each User and to deliver to users any personalized content. LECTRA may therefore deliver information specific to the interests of the Users, and may for example eliminate the need to re-enter the User's password each time the User visits the Site, or to keep track of purchases. Cookies also allow LECTRA to better analyze our Site traffic patterns. LECTRA does not follow the browsing path of the Users outside of the Site. The User is informed that third parties serving information onto the Site may also use their own cookies.

User Registration
The User may choose to fill out a registration form on the LECTRA'S Site with contact information that LECTRA or business partners may need. This information is used to send the User requested information or products, to contact User with other product information, news or promotions and to learn more about our Web visitors. The User may choose to not receive any further information from LECTRA any time.

E-mail Addresses
If the User gives LECTRA his e-mail address, LECTRA will communicate with the User via e-mail. However, LECTRA does not share the User's e-mail address with others outside the LECTRA group of companies, except as set forth in the following paragraph.

Registration for third party services at LECTRA Online.
Pursuant to article 2 of these GTS, on the Site, the User may need or wish to register for third party services. Those services are available through the Site of LECTRA but are provided at the User's sole risk by a third party, which is typically not affiliated with LECTRA. When the User signs up for one of these services, he acknowledges and agrees that it may be necessary for LECTRA to communicate some of personal data to this service provider. Also, if the User e-mail address is required to fulfill a service chosen by the User, LECTRA will also give the User's e-mail address to the service provider. LECTRA may thus pass the User's e-mail address to a provider only in the event that the User's specifically asked for this service and the service cannot be provided without such e-mail address. 

Online Surveys
From time to time, LECTRA may conduct online surveys. Such surveys may ask the User for demographic information, such as zip code or industry sector. If the online survey collects contact data, LECTRA may use that data to send the User further information only if LECTRA specifically asked for the User's permission in the survey. The User is free to opt-out of receiving future mailings at any time.

User Profile Data
LECTRA may use Users profile data it collects. 

The User's Consent and LECTRA's Revisions
By using the LECTRA Web site, the User agrees to the collection and use of the information as described here. If LECTRA decides to make changes to this use of the information, LECTRA will inform the User.

Links to Other Sites
This site contains links to other sites. LECTRA is not responsible for the privacy practices or the content of other Web sites. LECTRA recommends to the User to refer to the policies of the respective sites.