License Terms “The Cala Mama Data Station” of The Cala Mama Company

1. Scope

1.1 The following license terms apply to contracts between Sold through Link, LLC (“Stripe”), acting as merchant of record through Stripe Managed Payments, and the customer regarding the software “The Cala Mama Data Station” of The Cala Mama Company, 2 rue Guenot, 75011 Paris, France (“The Cala Mama Company”). The Cala Mama Company and the customer are each referred to below as a “Party” and together as the “Parties”.

1.2 License or purchasing terms of the customer that deviate from these license terms shall not apply, even if The Cala Mama Company does not expressly object to them.

2. Definitions and scope

2.1 “The Cala Mama Data Station” is a computer program for data analysis developed by The Cala Mama Company.

2.2 “Customers” are third parties who conclude a contract with Stripe regarding the use of the software.

3. Subject matter of the agreement

3.1 The subject matter of the agreement is the computer program “The Cala Mama Data Station”, the user documentation (user manual), and other associated material, hereinafter collectively referred to as the Software.

3.2 The sale of the software is carried out by Stripe as Merchant of Record. In distributing the software, Stripe acts in its own name and for its own account and concludes the purchase contract with the customer. The customer’s contractual partner with regard to the acquisition of the software is exclusively Stripe. To that extent, no purchase contract is concluded between the customer and The Cala Mama Company.

3.3 In accordance with the agreement, the software is provided to the customer permanently by means of download. For this purpose, The Cala Mama Company makes the software available for retrieval on the website calamama.io/download. No password is required for retrieval. The software is immediately usable as a test version.

3.4 By entering a license key communicated by Stripe by email after acquisition, the user can unlock the full range of functions of the software. The customer must keep the license key safe for later use. In the event of loss, The Cala Mama Company cannot issue a new license key. The software must then be acquired again.

3.5 The scope of the usage rights to the software is determined by the license key acquired by the customer from Stripe. The following types of license keys are available:

3.5.1 Personal (Basic & Supporter)

The license is granted to the customer as a single natural person. The customer may install the software on any number of their own devices, provided that it is used on only one device at a time and only by the customer themselves. If use is for commercial purposes, the customer’s annual revenue or funding volume may not exceed USD 100,000.

3.5.2 Studio

The license covers the number of users (seats) specified at the time of conclusion of the contract. Each user may install the software on any number of their own devices, provided that it is used on only one device at a time per user. If use is for commercial purposes, the customer’s annual revenue or funding volume may not exceed USD 2,500,000.

3.5.3 Enterprise

The license entitles up to twenty (20) users within the customer’s organization. For this purpose, the customer receives a single license key, which may be passed on for use exclusively to members of the customer’s own organization; passing it on to third parties outside the customer’s organization is not permitted. Each user may install the software on any number of their own devices, provided that it is used on only one device at a time per user. Any scope of use going beyond this (in particular more than twenty users) requires a separate agreement to be concluded directly with The Cala Mama Company.

4. Usage rights, breaches

4.1 Upon full payment of the purchase price to Stripe, the customer receives the non-exclusive, temporally unlimited right to use the software to the extent granted in this contract, including the extent granted in Section 3.5. Permitted use includes the installation of the software, loading, displaying and running it, as well as its intended use by the customer.

4.2 Under no circumstances does the customer have the right to rent out the acquired software or otherwise transfer a usage right, to publicly reproduce or make it available, or to provide it to third parties for a fee or free of charge, for example by way of application service providing or as “Software as a Service”. Sections 4.3 and 4.4 remain unaffected.

4.3 The grant of rights in Section 4.1 does not affect the usage rights to which the customer is mandatorily entitled by law, in particular under Article L122-6-1 of the Code de la propriété intellectuelle (backup copy in II, decompilation in IV). Should the creation of a copy be necessary to secure future use, the customer shall visibly affix to the created backup copy the note “backup copy” as well as a copyright notice of the manufacturer.

4.4 The customer is entitled to permanently transfer the acquired copy of the software to a third party by handing over the license key. In this case, the customer shall completely cease use of the software, remove all installed copies of the software from their devices, and delete all copies located on other data carriers or hand them over to The Cala Mama Company, unless legally obliged to retain them for a longer period. Upon request by The Cala Mama Company, the customer shall confirm in writing the complete implementation of the measures mentioned or, where applicable, set out the reasons for longer retention. Furthermore, the customer shall expressly agree with the third party to observe the scope of the grant of rights pursuant to Section 3.5. Splitting acquired Studio and Enterprise licenses (Sections 3.5.2 and 3.5.3) is not permitted.

4.5 If the customer uses the software to an extent that exceeds the acquired usage rights qualitatively (with respect to the type of permitted use) or quantitatively (with respect to the number of acquired licenses), the customer shall immediately acquire the usage rights necessary for the permitted use. All rights to which The Cala Mama Company is entitled remain reserved.

4.6 The customer may not remove or alter copyright notices, serial numbers, or other features serving to identify the program from the software.

5. Updates

5.1 The Cala Mama Company provides the customer with security updates as well as updates that may extend the functionality of the software for a period of 2 years from acquisition of the software (“Update Period”). After the Update Period expires, this entitlement lapses. By re-acquiring the software, the customer can receive further security updates and updates for the duration of the Update Period.

5.2 Installation of the updates is carried out by the customer. Upon making the updates available, The Cala Mama Company will inform the customer about their content.

5.3 On startup, the software makes a single request to a server of The Cala Mama Company (calamama.io) to check whether a newer version of the software is available. For technical reasons this transmits the customer’s IP address, without which no response could be delivered. The IP address is processed solely to answer the request and is neither stored by The Cala Mama Company nor linked to any other data. Beyond the IP address, the software transmits no data, in particular no usage data and no information about the customer’s system. Further information on data processing is provided in the privacy notice at calamama.io/privacy.

6. Industrial property rights and defects of title

6.1 Unless otherwise agreed, The Cala Mama Company is obliged to enable the customer to use the software in accordance with the provisions of this license agreement and free from third-party industrial property rights.

6.2 If a third party asserts justified claims against the customer due to the infringement of property rights through the contractual use of the software, The Cala Mama Company will, at its own choice and at its own expense, either obtain a usage right for the infringing component of the software, modify the software so that the property right is not infringed, or replace the infringing component of the software, provided that the functionality is not significantly impaired thereby. If this is not possible for The Cala Mama Company on reasonable terms, the customer may, under the statutory conditions, withdraw from the contract or reduce the price.

6.3 The foregoing obligations apply only insofar as the customer notifies The Cala Mama Company in writing without undue delay of the claims asserted by the third party, does not acknowledge any infringement, and reserves to The Cala Mama Company all defensive measures and settlement negotiations.

6.4 Claims of the customer are excluded insofar as the customer is responsible for the infringement of the property right, or it is caused by special specifications of the customer, by an application not foreseeable by The Cala Mama Company, or by a modification of the software by the customer.

7. Amendments to the license terms

7.1 The Cala Mama Company is entitled to amend these license terms with effect for the future. Amendments made will be communicated to the user in writing (email is sufficient) at least six (6) weeks before the planned entry into force. In the amendment notice, The Cala Mama Company will separately point out to the user the objection period and the legal consequences of silence. The amendments shall be deemed approved if the user does not object to them in writing vis-à-vis The Cala Mama Company within six (6) weeks of receipt of the notice. In the event of an effective objection, both Parties have a special right of termination as of the planned entry into force of the amendment.

8. Final provisions

8.1 Amendments and supplements to the contract concluded between the Parties on the basis of this license agreement require writing. This also applies to any amendment or cancellation of this clause.

8.2 The law of France applies, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

8.3 The place of performance is the registered office of The Cala Mama Company. The courts of Paris have exclusive jurisdiction over all disputes arising out of and in connection with this license agreement when the contract is concluded between merchants (commerçants), pursuant to Article 48 of the Code de procédure civile.

8.4 Should any provision of this license agreement be or become wholly or partially void, invalid, or unenforceable, this shall not affect the validity and enforceability of all other provisions. The Parties shall replace the void, invalid, or unenforceable provision with a valid and enforceable one that comes as close as possible to the invalid provision in legal, economic, and factual terms. The same applies to any unintended gaps in the provisions.