version 1.0, Last modified: Sept 20th, 2018
The SMART-G software can be used for free for non-commercial purposes. If you
want to use the software for commercial purposes, please contact us.
The SMART-G SOFTWARE is a service made available by HYGEOS, a company organised
and existing under the laws of France with an issued share capital of 66 275,- €
with its registered office at 165 Avenue de Bretagne – Parc Euratechnologies
– 59000 LILLE (France), registered at Lille Métropole under number 439 051 472,
hereinafter referred to as “Hygeos” By using the SMART-G SOFTWARE, you are
The Software fits with its needs and expectations,
its information system has the necessary and sufficient technical
specifications and requirements for the installation and the operation of the
The User is informed and accepts that Hygeos can amend or modify these Terms of
made available on the website www.hygeos.com/smartg. The User undertakes to
on the website www.hygeos.com/smartg and recognizes and accepts to be bound by
SECTION 1. DEFINITIONS
additions to these documents made available to the User by publishing on the
between the User and Hygeos as defined in Section 4.
“Contact Email” shall mean the email addresses identified in Section 17 by
which notifications between the User and Hygeos can be done.
“Software” shall mean the SMART-G SOFTWARE both in object code or source code
format, including accompanying documentation, and any upgrades, enhancements
and corrections made available on the website www.hygeos.com/smartg by Hygeos
or made by the User. The Software allows simulating the propagation of light in
the atmosphere and ocean (radiative transfer code).
identified in Section 3, which may be amended in writing upon mutual agreement
of the Parties to include additional geographic areas.
SECTION 2. RIGHT OF USE
User a personal, non-exclusive, non-transferable license to use the Software
for the exclusive purpose of scientific research excluding any commercial
purpose (hereinafter, the “Non-Commercial Purpose”). The User may use the
Software in its source code format for its own use, and may translate or modify
the Software or incorporate them into other software. The User may not,
however, transfer or sublicense the Software to any third party, in whole or in
part, in any form, whether modified or unmodified.
SECTION 3. TERRITORY
The right of use of the Software described in Section 2 above shall be granted
for the country where the User is established.
SECTION 4. TERM
of Use (the “Effective Date”). It shall be ended at any moment by one Party by
notification through the Contact Email.
SECTION 5. DELIVERY OF THE SOFTWARE
Hygeos will make available to the User the Software both in its source code
form the Effective Date and no later than five (5) days after the Effective
Date. The delivery shall be done by electronic means.
Hygeos authorizes the User to use or modify the source code of the Software
solely for the purpose to ensure the interoperability of the Software with its
information system or to enhance the Software or for scientific research. The
User shall notify Hygeos of each modification done by it to the source code of
SECTION 6. COPIES
User may make copies of the Software both form as necessary for use by the User
and for backup or archive purposes. The User agrees to maintain records of the
location and use of each copy, in whole or in part, of the Software. Each copy
of the Software is copyrighted by Hygeos. The User agrees to reproduce and
apply the copyright notice and proprietary notice of Hygeos to all copies made
hereunder, in whole or in part and in any form, of Software.
SECTION 7. SUPPORT AND MAINTENANCE
Hygeos will provide support and maintenance services according to this
Section 7. Hygeos will provide adequate online support for the first installation of
the Software. Hygeos will also provide the following support and maintenance
(i) If the User notifies Hygeos of a substantial program error
respecting the Software, or Hygeos has reason to believe that error exists in
the Software and so notifies the User, Hygeos shall at its own expense verify
and attempt to correct such error within thirty (30) days after the date of
notification. If the User is not satisfied with the correction, then the User
(ii) In the case that the User has technical questions in the use of the
Software, the User may submit those questions to Hygeos.
SECTION 8. PRICES AND PAYMENTS
Section 2, and the use of the Software to this end is granted free of charge.
SECTION 9. OWNERSHIP
The original and any copies of the Software, made by the User, including
translations, compilations, partial copies, modifications, and updates, are the
exclusive property of Hygeos.
SECTION 10. PROPRIETARY RIGHTS
The User recognizes that Hygeos regards the Software as its proprietary
information and as confidential trade secrets of great value. The User agrees
not to provide or to otherwise make available in any form the Software, or any
portion thereof, to any person other than employees of the User without the
prior written consent of Hygeos.
The User shall not disclose or copy to a third party the Software or any part
The User further agrees to treat the Software with at least the same degree of
care with which the User treats its own confidential information and in no
event with less care than is reasonably required to protect the confidentiality
of the Software.
SECTION 11. DATA
The User is responsible of all data processed through the Software. Hygeos
shall not assume any responsibility toward:
the ownership and rights on any data processed through the Software, and
the fitness, the accuracy, the quality, the completeness of any data
processed through the Software.
The User ensures that it has sufficient rights to use and process the data. The
User warrants Hygeos against any claim from any third party regarding the data
it processed through the Software, including but not limited to ownership,
infringement, unfair competition.
SECTION 12. TERMINATION
within ten (10) days after written notice thereof from Hygeos.
SECTION 13. TERMINATION CERTIFICATE
In the event of termination for whatever reason, the User shall:
immediately stop use of the Software,
provide on demand to Hygeos, within one (1) month, a certificate certifying
that the original and all copies of the Software, in whole or in part and in
any form, have been destroyed.
Sections 9, 10, 11, 15 to 17, and 19 hereof shall survive.
SECTION 14. WARRANTY DISCLAIMER
The User acknowledges and accepts, the Software "AS IS." HYGEOS PROVIDES NO
WARRANTIES AS TO THE FUNCTION OR USE OF THE SOFTWARE, WHETHER EXPRESS, IMPLIED,
OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE
QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH THE USER. HYGEOS DOES NOT
WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET USER’S
REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR
SECTION 15. PATENT AND COPYRIGHT INDEMNITY
Hygeos will defend at its own expense any action brought against the User to
the extent it is based on a claim that the Software used within the scope of
the right of use granted hereunder infringe a patent, copyright or other
proprietary right of a third party. Hygeos will pay any costs, damages or
attorney fees finally awarded against the User in such action which are
attributable to such claim, provided Hygeos is promptly notified in writing of
such claim, may control the defense and/or settlement of such claim, and is
provided with all requested assistance, information and authority.
In the event that the Software becomes, or in Hygeos’ opinion is likely to become, the
subject of a claim of infringement of a patent, copyright or trade secret,
Hygeos may at its option either secure the User’s right to continue using the
Software, replace or modify the Software to make them not infringing. Hygeos
shall have no liability for any claim of patent, copyright or trade secret
infringement based on the use of the Software in any form other than the
original, unmodified form provided to the User or the use of a combination of
the Software with hardware, software or data not agreed by Hygeos where the
used Software alone in their original, unmodified form would not constitute an
infringement. The foregoing states the User's entire liability for infringement
or claims of infringement of patents, copyrights or other intellectual property
SECTION 16. LIMITATION OF LIABILITY
HYGEOS’ ANNUAL LIABILITY TO USER UNDER ANY PROVISIONS OF THIS AGREEMENT FOR
DAMAGES FINALLY AWARDED SHALL BE LIMITED TO THE AMOUNTS PAID IN THE YEAR
CONCERNED BY THE USER TO HYGEOS. IN NO EVENT SHALL HYGEOS BE LIABLE FOR
INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF USE,
LOSS OF DATA AND LOSS OF PROFITS OR INTERRUPTION OF BUSINESS, HOWEVER CAUSED OR
ON ANY THEORY OF LIABILITY.
SECTION 17. NOTICES
All notices in connection with this Agreement shall be in writing and may be
given by registered mail or personally delivered at the address set forth on
the front page. Notices by email shall be deemed effective if sent to the
Hygeos’ and User’s Contact Email.
SECTION 18. SEVERABILITY
such provision were not a part.
SECTION 19. GOVERNING LAW
Lille shall be the appropriate venue and jurisdiction for the resolution of any
disputes hereunder. Both Parties hereby consent to such personal and exclusive
SECTION 20. NON-ASSIGNMENT
sublicensed, or otherwise transferred by the User without the prior written
consent of Hygeos.